REC Ltd. இன் கணக்கு குறிப்புகள்

Mar 31, 2022

There are no repatriation restrictions with respect to Cash & Cash Equivalents and Bank balances (other than Cash & Cash Equivalents) as at 31^st March 2022 (Previous year Nil).

Derivative Financial Instruments

The Company enters into derivatives for hedging foreign exchange risks and interest rate risks. Derivatives held for risk management purposes include hedges that are either designated as effective hedges under the hedge accounting requirements or hedges that are economic hedges. The table below shows the fair values of derivative financial instruments recorded as assets or liabilities together with their notional amounts.

9.3 In terms of the settlement under Insolvency and Bankruptcy Code (IBC) proceedings/ One Time Settlement (OTS)/ Restructuring, the

Derivative financial instruments are measured at fair value at each reporting date. The changes in the fair value of derivatives designated as hedging instruments in effective cash flow hedges are recognised in Other Comprehensive Income. In case of fair value hedges, the changes in fair value of the derivatives designated as hedging instruments along with the fair value changes in the carrying amount of the hedged items are recognised in the Statment of Profit & Loss. For undesignated derivatives, the changes in the fair value are recognised in the Statement of Profit & Loss.

 

Company has written off loans amounting to ? 1,924.01 crores (Previous year ? 1,152.55 crores). The details of write-offs for the current

year are as below:

(i)    During the current year

(a)    Pursuant to the Resolution Plan approved under IBC proceedings executed on 13^th May 2021 in respect of VS Lignite Power Private Limited, the Company has written off an amount of ? 39.45 crores after appropriating the recoveries of ? 14.79 crores (Cash ? 1.30 crores and Term Loan of ? 13.49 crores).

(b)    Pursuant to the liquidation order under IBC proceedings executed on 30^th December 2021 in respect of Lanco Babandh Power Limited, the Company has written off an amount of ? 1,160.16 crores after appropriating cash recoveries of ? 40.39 crores.

(c)    Pursuant to the Resolution Plan approved under IBC proceedings executed on 16^th March 2022 in respect of Essar Power (MP) Limited (EPMPL), the Company has written off an amount of ? 724.40 crores after appropriating the recoveries of ? 620.60 crores (Cash ? 148.94 crores and Term Loan of ? 471.66 crores).

(d)    Pursuant to the Resolution Plan approved under IBC proceedings executed on 23^rd March 2022 in respect of Amrit Jal Ventures Private Limited, the company has recovered the entire outstanding loan of ? 4.35 crores and ? 0.28 crores overdue interest after appropriating cash recoveries of ? 4.63 crores.

(ii)    During the previous year

(a)    Pursuant to the restructuring executed on 4^th June, 2020, in respect of Essar Power Transmission Corporation Ltd, the Company has written off an amount of ? 65.25 crores after appropriating the recoveries of ? 979.56 crores (Term Loan of ? 830.00 crores and Optionally convertible debentures of ? 149.56 crores).

(b)    Pursuant to the Resolution Plan approved under IBC proceedings executed on 21^st September, 2020 in respect of Facor Power Ltd, the Company has wriiten-off an amount of ?181.86 crores after appropriating the recoveries of ? 329.12 crores (Cash ? 102.27 crores, Non-convertible debentures of ? 199.72 crores and amount recoverable of ? 27.13 crores).

(c)    Pursuant to the restructuring executed on 4^th December, 2020 in respect of R.K.M PowerGen Private Ltd, the Company has wriiten-off an amount of ? 905.44 crores after appropriating the recoveries of ? 1,396.55 crores (Term Loan of ? 1,396.55 crores and Optionally convertible debentures Nil).

The instruments received upon restructuring/ settlement have been classified under the head 'Investments' (Refer Note No. 10).

No funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other person(s) or entity(ies), including foreign entities ("Intermediaries") with the understanding, whether recorded in writing or otherwise, that the Intermediary shall lend or invest in party identified by or on behalf of the Company (Ultimate Beneficiaries). The Company has not received any fund from any party(s) (Funding Party) with the understanding that the Company shall whether, directly or indirectly lend or invest in other persons or entities identified by or on behalf of the Company ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

10.4    In terms of the settlement under Insolvency and Bankruptcy Code (IBC) proceedings/ One Time Settlement (OTS)/ Restructuring , the Company has received the following Investments:

(i)    During the current year:

Company has not received any instruments in terms of the settlement under Insolvency and Bankruptcy Code (IBC) proceedings/ One Time Settlement (OTS)/ Restructuring.

(ii)    During the previous year:

(a)    Pursuant to the restructuring in respect of Essar Power Transmission Corporation Ltd, the company has been allotted 22,85,25,079 no. of optionally convertible debentures (3%) Series- A, 10,06,12,911 no. of optionally convertible debentures (3%) Series- B and 1,86,35,162 no. of optionally convertible debentures (0%) Series- C.

(b)    Pursuant to the One Time Settlement arrangement executed on 21st September 2020 in respect of Facor Power Ltd, the Company has been allotted 2,52,91,783 no. of zero coupon non-convertible debentures of Ferro Alloys Corporation Limited.

(c)    Pursuant to the restructuring in respect of R.K.M PowerGen Private Ltd, the company has been allotted 21,38,03,170 no. of optionally convertible debentures (0.01%) Series- A, 63,03,032 no. of optionally convertible debentures (0.01%) Series- B and 1,04,74,150 no. of optionally convertible debentures (0.01%) Series- Ai.

Refer note 9.3 for further details.

10.5    The Company has elected an irrevocable option to designate some of the equity instruments at FVOCI (Fair Value through Other Comprehensive Income). The Company's main operation is to provide financial assistance to power sector. Thus, in order to isolate Standalone Statement of Profit & Loss from price fluctuations of these instruments, management believes that this provides a more meaningful presentation, rather than classifying them at FVTPL (Fair Value through Profit & Loss).

15.5    In the opinion of management, there are no events or changes in circumstances that indicate the impairment of PPE and Intangible Assets in terms of Ind AS 36 'Impairment of Assets' Accordingly, no provision for impairment has been made.

15.5    While the Company has not made any specific borrowings for construction of a qualifying asset, the Company has capitalised certain borrowing costs on account of general borrowings at an average rate of borrowings of 7.94% (previous year 8%) for the Company in terms of Ind AS 23 'Borrowing Costs'

17.1 With a view to monetise its idle assets, during the year the Company has disposed certain residential building units through e-auction process, with carrying value ? 1.18 crores (previous year Nil), classified under "Assets classified as held for sale" as required under Ind-AS 105. Such sale has resulted in gain of ? 30.19 crores during the current year (previous year Nil) (refer note 31). Further, residential building units with carrying value ? 0.86 crores (previous year Nil) classified under "Assets classified as held for sale" are pending for disposal as at 31^st March 2022. The process for their disposal is expected to be completed during the year 2022-23 through e-auction process.

19.3    Term Loans from banks/ financial institutions/ Govt. as mentioned in Note No. 19.1 (i), (ii) and (iv) have been raised at interest rates ranging from 5.00% to 8.29% payable on monthly/quarterly/semi annual rests.

19.4    Foreign Currency Borrowings in Note No. 19.1(iii) have been raised at fixed interest rates ranging from 0.65% to 1.86% per annum and variable interest rates ranging from a spread of 13 bps to 210 bps over external benchmarks including 1/3/6 Months' USD LIBOR (London Inter Bank Offered Rate), SORA (Singapore Overnight Rate Average), TONAR (Tokyo Overnight Average Rate), SOFR (Secured Overnight Financing Rate) and Credit Adjustment Spread as applicable on transition of loans to new benchmark rates.

19.5    Security Details of Secured Debt Securities and Borrowings

For all the secured bonds issued by the Company and outstanding as at balance sheet date, 100% security cover has been maintained by way of mortgage on certain immovable properties and/or charge on the receivables of the Company.

The Bond Series 123-IMB of Institutional Bonds are secured by way of first pari passu charge on the specified immovable property and the book debts of the Issuer which are charged to other lender / trustee and as may be agreed between the Issuer and the Trustee, pursuant to the terms of the Bond Trust Deed with a minimum security cover of one time of the aggregate face value of amount of bonds outstanding at all times and amount of interest due thereon in favor of IDBI Trusteeship Services Ltd.

Tax Free Bonds issued during FY 2011-12 are secured by first pari passu charge on premises at Shop No. 12, Ground Floor, Block No. 35, Church Road, Mylapore, Chennai and hypothecation of receivables of ? 4,998.66 Crores of MSEDCL in favour of Vistra ITCL (India) Ltd. (formerly known as IL&FS Trust Company Ltd.).

Tax Free Bonds issued during FY 2013-14 are secured by first pari passu charge on the book debts (other than those that are exclusively charged/earmarked to lenders / other Trustees) of the Company in favour of SBICap Trustee Company Ltd.

20.3 The Company raises funds in different currencies through a mix of term loans from banks/ financial institutions/ Govt. agencies and bonds of different tenors through private placement of debt securities. The amounts raised during the year have been utilized for the stated objects in the offer document/ information memorandum. Further, there has been no default as on the Balance Sheet date in the repayment of debt securities, borrowings and subordinated liabilities and the Company has met all its debt servicing obligations, whether principal or interest, during the year.

 

The Bond Series XII and XIII of 54EC Capital Gain Tax Exemption Bonds and Tax Free Bonds issued during FY 2012-13 & 2015-16 are secured by first pari passu charge on (a) mortgage of premises at Sub Plot No. 8, TPS No 2, FP No. 584P, situated at Village Subhanpura, Distt Vadodara and (b) hypothecation of receivables (other than those that are exclusively charged/ earmarked to lenders / other Trustees) in favour of SBICap Trustee Company Ltd.

The Bond Series XIV and XV of 54EC Capital Gain Tax Exemption Bonds are secured by first pari passu charge on hypothecation of receivables (other than those that are exclusively charged/ earmarked to lenders / other Trustees) in favour of SBICap Trustee Company Ltd.

Refer Note No. 9 and 15.2 for the carrying value of receivables and Property, Plant and Equipment (PPE) pledged as security.

19.6    No charges or satisfaction are yet to be registered with Registrar of Companies ROC beyond the respective statutory date.

Government of India has appointed REC Ltd. as a nodal agency for implementation of Deen Dayal Upadhyaya Gram Jyoti Yojna (DDUGJY), Pradhan Mantri Sahaj Bijli Har Ghar Yojana (Saubhagya) and Revamped Distribution Sector Scheme (RDSS). The funds received for disbursement to various agencies under the schemes are kept in a respective separate bank accounts. The undisbursed funds for the schemes (including the funds received under erstwhile RGGVY Scheme) including interest earned thereto are classified under "Undisbursed Funds to be disbursed as Subsidy/ Grant" under the head "Other Financial Liabilities".

 

For meeting GOI's funding requirement of DDUGJY Scheme, during the year, the Company has raised funds an aggregate amount of ? Nil (Previous year ? 2,500 crores) through unsecured, redeemable, non-convertible, taxable bonds in the nature of debentures of face value of ? 10 lacs at par on private placement basis. As per Ministry of Finance (MoF) letter dated 2^nd December, 2020 and 3^rd March, 2021, the repayment of principal and interest of the above bonds shall be made by GoI by making suitable budget provisions in the demand of Ministry of Power. Accordingly, the amount of such bonds along-with interest is also appearing as recoverable by the Company from Govt. of India (Note 11).

 

21.1    Unpaid dividends, unpaid principal and interest on bonds include the amounts which have either not been claimed by the investors or are on hold pending formalities pursuant to investors' claims etc. The amount due to be transferred to Investor Education and Protection Fund (IEPF) as at 31^st March 2022 is ? 1.22 crores (? 0.62 crores as at 31^st March 2021) which has been transferred within the prescribed time limit.

21.2    Subsidy Under Accelerated Generation & Supply Programme (AG&SP):

The Company is maintaining an Interest Subsidy Fund Account and was given AG&SP subsidy (for disbursement to the eligible borrowers) by Govt. of India at net present value calculated at indicative rates and year in accordance with GOI's letter vide D.O.No. 32024/17/97-PFC dated 23.09.1997 and O.M.No.32024/23/2001-PFC dated 07.03.2003 irrespective of the actual repayment schedule, moratorium year and duration of repayment of the eligible schemes. The impact of difference between the indicative rate and year considered at the time of drawl and the actual can be ascertained only after the end of the respective schemes.

Allotment of Bonus Shares during the year and during preceding five years

During the current year and preceding five years, no bonus shares were issued by the Company except in the FY 2016-17, when the Company had allotted 98,74,59,000 Equity Shares as fully paid up by way of bonus shares.

The Company has neither issued any equity shares pursuant to contract without payment being received in cash nor has there been any buy-back of shares in the current year and five years immediately preceding the balance sheet date.

Rights, Preferences and Restrictions attached to Equity shares

The holders of the equity shares of the Company are entitled to receive dividends as and when declared by the Company and enjoy proportionate voting rights in case any resolution is put to vote. Further, the shareholders have all such rights, as may be available to a shareholder of a listed public company, under the Companies Act, 2013 and rules made thereunder, Companies Act, 1956 (to the extent applicable), SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Memorandum of Association and Articles of Association of the Company.

Company had issued Perpetual Debt Instruments of face value of ? 10 lakhs each, with no maturity and callable only at the option of the Company after 10 years. The claims of the holders of the securities shall be (a) Superior to the claims of the holders of the equity shares issued by the Issuer; and (b) Subordinated to the claims of all other creditors of the Issuer. The instruments carry a step up provision if not called after 10 years. The payment of Coupons may be cancelled or suspended at the discretion of the Company. The coupon of the securities is not cumulative except where the Issuer shall not be liable to pay coupon and may defer the payment of coupon, if (i) The capital to risk assets ratio ("CRAR") of the Issuer is below the minimum regulatory requirement prescribed by RBI; or (ii) the impact of such payment results in CRAR of the Issuer falling below or remaining below the minimum regulatory requirement prescribed by RBI.

As these securities are perpetual in nature and the Company does not have any redemption obligation and discretion on payment of coupon, these have been classified as equity. Further, the periodic coupon payments are accordingly adjusted with retained earnings.

Equity Instruments through Other Comprehensive Income (OCI)

The Company has elected to recognise changes in the fair value of certain investments in equity securities through other comprehensive income. These changes are accumulated within the OCI reserve within equity. The Company transfers amounts from this reserve to retained earnings when the related equity securities are derecognised.

 

Foreign Currency Monetary Item Translation Difference Account

The company had opted towards an irrevocable option for amortising the foreign exchange fluctuation loss/gain on the long term foreign currency monetary items over the balance period of such items in accordance with Para 46A of the erstwhile applicable Accounting Standard 11 'The Effects of Changes in Foreign Exchange Rates' The Company opted to continue the policy of such amortisation as per the previous GAAP in respect of the exchange differences arising from translation of long-term foreign currency monetary items as on 31st March 2018 in line with the provisions of Ind-AS. The balance in this account represents the unamortised gain/ (loss) which will be amortised over the balance period of the eligible long term foreign currency monetary liabilities.

 

Effective Portion of Cash Flow Hedges

The Company uses derivative instruments in pursuance of managing its foreign currency risk and interest rate risk associated on borrowings. For hedging foreign currency and interest rate risk, the Company uses foreign currency forward contracts, cross currency swaps, foreign currency option contracts and interest rate swaps. To the extent the derivative contracts designated under the hedge accounting are effective hedges, the change in fair value of the hedging instrument is recognised in 'Effective Portion of Cash Flow Hedges' Amounts recognised in such reserve are reclassified to the Statement of Profit or Loss when the hedged item affects profit or loss.

 

Cost of Hedging Reserve

The Company designates the intrinsic value of foreign currency option contracts as hedging instruments in 'Cash Flow Hedge' relationships. The changes in fair value of the time value of an option are recognised in OCI and amortised to the Statement of Profit and Loss on a rational basis.

 

Impairment Reserve

As per the Reserve Bank of India (RBI) Guidelines, the Company is required to appropriate the difference from their net profit after tax to "Impairment Reserve" where the impairment allowance under Ind AS 109 is lower than the provisioning required under Income Recognition, Asset Classification and Provisioning (IRACP) Norms (including standard asset provisioning) issued by RBI. The Company reviews the requirement at each reporting date. In pursuance of the guidelines, an amount of ? 793.29 crores lying under Impairment reserve has been transferred to General Reserve during the FY 20-21.

 

Contingent Liabilities and Commitments : Contingent Liabilities not provided for in respect of: (? in Crores)
Particulars	As at 31.03.2022	As at 31.03.2021
(A) Claims against the Company not acknowledged as debts	0.78	0.24
(B) Taxation Demands	Â	Â
(i) - Demands raised by the Income Tax Department	152.77	10.49
(ii) - Demands against appeals filed by the Income Tax Department against the relief allowed to the Company	0.90	0.30
(iii) - Demands raised in respect of GST	17.89	-
(C) Others	Â	Â
- Letters of Comfort	4,068.95	2,608.85

The amount referred to in 'A' above are in respect of cases pending in various courts and is dependent upon the verdict of the court.

The amount referred to in B(i) above are against the various demands raised by Income Tax Department. The company is contesting these demands and the management believes that its position will likely be upheld in the appellate process.

The amount referred to in B(ii) above are against the appeal filed by Income Tax Department in High Court against the relief allowed to the Company at ITAT level.

The amount referred to in B(iii) above is against the GST refund appeal filed by REC.

45.1    Pradhan Mantri Sahaj Bijli Har Ghar Yojana (SAUBHAGYA)

Government of India launched a scheme "Pradhan Mantri Sahaj Bijli Har Ghar Yojana" - Saubhagya to achieve universal household electrification in the country during Oct 2017. The scheme envisaged to provide last mile connectivity and electricity connections to all remaining un-electrified households in rural areas and poor households in urban areas. The capital outlay of Saubhagya Scheme was ? 16,320 Crore including Gross Budgetary Support of ? 12,320 Crore during the entire implementation period. Ministry of Power designated REC as the Nodal agency for operationalization of Saubhagya Scheme. The scheme has been successfully completed and closed in its sunset year FY 2021-22 i.e. 31.03.2022.

45.2    Deen Dayal Upadhyaya Gram Jyoti Yojana (DDUGJY)

Deendayal Upadhyaya Gram Jyoti Yojana (DDUGJY), the flagship scheme of Government of India covering all aspects of rural power distribution was launched in Nov 2014. Under the scheme 60% of the project cost (85% for special States) is provided as grant by Government of India and additional grant up to 15% (5% for special States) on achievement of prescribed milestones. DDUGJY facilitates towards achievement of '24x7 Power for All' in the country through the following project components:

(i)    Separation of agriculture and non-agriculture feeders facilitating adequate power supply to agriculture & continuous power supply to non-agricultural consumers in the rural areas;

(ii)    Strengthening and augmentation of sub-transmission & distribution infrastructure in rural areas, including metering of distribution transformers/ feeders/ consumers;

(iii)    Micro-grid and Off-grid distribution network;

(iv)    Rural Electrification component under the RGGVY 12^th and 13^th plans, subsumed to DDUGJY.

The scheme had estimated outlay of ? 75,893 Crore including budgetary support of ? 63,027 Crore from Government of India during the entire implementation period. Additional Infra under DDUGJY was sanctioned with a total outlay of ? 7,069 Cr including budgetary support of ? 5302 Cr. The scheme has been successfully completed and closed in its sunset year FY 2021-22 i.e. 31.03.2022.

45.3    National Electricity Fund (NEF)

The National Electricity Fund (NEF), an interest subsidy scheme, has become operational since FY 2012-13. The scheme has been introduced by the Government of India to promote capital investment in the distribution sector. The scheme provides interest subsidy linked with reform measures, on the loans taken by public and private distribution power utilities for various capital works in the Distribution sector. NEF would provide interest subsidy aggregating up to ? 8,466 Crore (including interest subsidy to the borrowers, Service Charges to the Nodal Agency, payments to Independent Evaluators and other incidental expenses) spread over 14 years for loan disbursement against projects approved during 2012-13 and 2013-14. REC has been nominated as the Nodal Agency for operationalization of NEF scheme across the country.

Government of India has approved the Revamped Distribution Sector Scheme (RDSS) to help DISCOMs improve their operational efficiencies and financial sustainability by providing result-linked financial assistance to them so as to strengthen supply infrastructure based on meeting pre-qualifying criteria and achieving basic minimum benchmarks. The scheme has an outlay of ? 3,03,758 Crore over 5 years i.e. FY 2021-22 to FY 2025-26 including an estimated Government Budgetary Support (GBS) of ? 97,631 Crore.

The main objective of the scheme includes :

(i)    Reduction of AT&C losses to pan-India levels of 12-15% by 2024-25.

(ii)    Reduction of ACS-ARR gap to zero by 2024-25.

(iii)    Improvement in the quality, reliability and affordability of power supply to consumers through a financially sustainable and operationally efficient distribution sector.

Components of the scheme are :

Part A - Financial support for Prepaid Smart Metering & System Metering and up-gradation of the Distribution Infrastructure.

Part B - Training & Capacity Building and other Enabling & Supporting Activities.

46 Capital management

The Company manages its capital to ensure that it will continue as going concern while maximizing the return to stakeholders. The capital structure of the Company consists of the equity and the long-term borrowings made by the Company.

Financial Risk Management

The Company's board of directors has overall responsibility for the establishment and oversight of the Company risk management framework. The Company has formulated a comprehensive Risk Management Policy, which covers, inter-alia, Credit Risk, Operational Risk and Market Risk of the organization. The Company's risk management policies are guided by well-defined policies appropriate for various risk categories, independent risk oversight and periodic monitoring. A Risk Management Committee (RMC) has also been constituted under the chairmanship of an Independent Director, whose main function is to identify and monitor various risks of the organization and to suggest actions for mitigation of the same.

 

Management assesses the Company's capital requirements in order to maintain an efficient overall financing structure while avoiding excessive leverage. The Company manages the capital structure and raises funds through the suitable instruments, in light of the dynamic business environment and liquidity position within the sector. Further, with regard to capital restructuring, the Company is also guided, inter alia, by guidelines on "Capital Restructuring of Central Public Sector Enterprises" issued by Department of Investment and Public Asset Management (DIPAM), Ministry of Finance, Department of Public Enterprises in respect of issue of bonus shares, dividend distribution, buy back of equity shares etc. The Company has complied with all externally imposed capital requirements.

The debt-equity ratio of the Company is as below:	Â	(? in Crores)
Particulars	As at 31.03.2022	As at 31.03.2021
Net debt	3,26,717.92	3,21,370.56
Net Worth	50,985.60	43,426.37
Debt-equity ratio	6.41	7.40

Net debt represents principal outstanding less cash and cash equivalents available.

Dividend Distribution Policy

BoD monitors the dividend pay-out to the shareholders of the Company. Dividend distribution policy of the Company focuses on various factors including but not limited to the present & future capital requirements, profits earned during the financial year, Capital to Risk-weighted Assets Ratio (CRAR), cost of raising funds from alternate sources, cash flow position and applicable taxes including tax on dividend, subject to the guidelines as applicable from time to time, cash flow position and net worth of the Company, subject to the guidelines as applicable from time to time.

As per the extant guidelines issued by DIPAM, Govt. of India, Company is required to pay a minimum annual dividend of 30% of PAT or 5% of the net-worth, whichever is higher. Though the Company endeavors to declare the dividend as per these guidelines, the Company may propose lower dividend after analysis of various financial parameters, cash flow position and funds required for future growth.

In order to avoid excessive concentrations of risk, the Company's policies and procedures include specific guidelines to focus on maintaining a diversified portfolio. Identified concentrations of credit risks are controlled and managed accordingly.

For managing these risks, the Company has put in place an integrated enterprise-wide risk management mechanism to ensure that these risks are monitored carefully and managed efficiently. Pursuant to RBI notification DNBR (PD) CC.N0/.099/03.10.001/2018-19, to

 

The Company has also adopted various policies for the management of the Company which inter-alia include Comprehensive Risk Management Policy, Whistle Blower Policy, Code for Prevention of Insider Trading in REC Equity Shares/Securities, Policy for prevention of Fraud, The Code of Business Conduct and Ethics for Board Members and Senior Management, Fair Practices Code, etc.

Investment in G-Sec, State Development loans and Debt Securities

augment risk management practices in the Company, the Board has also appointed a Chief Risk Officer (CRO) who is involved in the process of identification, measurement and mitigation of risks. The risk management approach i.e. Company's objectives, policies and processes for measuring and managing each of above risk is set out in the subsequent paragraphs.

48.1 Credit Risk

Credit risk refers to the risk that counterparty will default on its contractual obligations resulting in financial loss to the Company. The Company's exposure to credit risk is influenced mainly by cash and cash equivalents, other bank balances, investments, loan assets, trade receivables and other financial assets. The Company continuously monitors defaults of customers and other counterparties and incorporates this information into its credit risk controls.

 

Credit risk related to investment in High Quality Liquid Assets (HQLAs) is managed by investment in Govt. Securities, State Development Loans and investment in PSU Bonds with sound financial health and also diversifying the investment portfolio in different maturity/ sector and monitoring the financial health on regular basis.

Investment in Securities issued by Borrower entities at the time of Loan Settlement/ Resolution

REC also invests in securities issued by borrower entities as a part of the settlement/ resolution plan duly approved by the Company or the Consortium of Lenders, as applicable and in case of resolutions under Insolvency & Bankruptcy Code 2016, approved by Committee of Creditors and National Company Law Tribunal (NCLT) of the competent jurisdiction. Credit risk related to these securities is managed by monitoring the recoverability of such amounts continuously.

48.1.2 Expected Credit Losses (ECL) for financial assets other than loans

Company provides for expected credit losses on financial assets other than loans by assessing individual financial instruments for expectation of any credit losses:

-    For cash and cash equivalents and bank balances (other than cash and cash equivalents) - Since the Company deals with only high-rated banks and financial institutions for banking operations and the liquid funds category in the debt funds with consistent track record for short term investment of surplus funds, credit risk in respect of cash and cash equivalents, other bank balances and bank deposits is evaluated as very low.

-    For Investment in G-Sec, State Development loans and Debt Securities - Considering that the investments are in debt securities including Governemnet Securities/ minimum investment grade rated Government Companies in High Quality Liquid Assets (HQLAs), credit risk is considered low.

-    For Investment in Securities issued by Borrower entities at the time of Loan Settlement/ Resolution - Credit risk is evaluated on the basis of recoverability of such securities. Wherever medium or high risk evaluated on such investments, suitable loss allowance is provided.

-    For other financial assets - Credit risk is evaluated based on Company's knowledge of the credit worthiness of those parties and loss allowance is measured for 12 month expected credit losses upon initial recognition and provide for lifetime expected credit losses upon significant increase in credit risk.

Cash and Cash Equivalents and Bank Deposits

Credit risk related to cash and cash equivalents and bank deposits is managed by parking funds in investment grade rated instruments and highly rated banks and also diversifying the deposit base by investing in different instruments/ banks across the country.

Loans

Credit risk related to borrowers are mitigated through adequate security arrangements for the loans by way of hypothecation of future project loan assets, receivables, inventories or any other assets, Govt. Guarantees, Corporate guarantees etc. and additionally Collaterals wherever required. The Company closely monitors the credit-worthiness of the promoters through well-defined entity appraisal guidelines that are configured from systematic institutional and project appraisal process analysis to assess the credit risk and define credit limits of borrower, thereby, limiting the credit risk to pre-calculated amounts. These processes include a detailed appraisal methodology, identification of risks and suitable structuring and credit risk mitigation measures in form of pre-disbursement conditions.

Other Financial Assets measured at Amortized Cost

Other financial assets measured at amortized cost includes loans and advances to employees and subsidiary, security deposits and other amounts recoverable, including from Govt. of India. Credit risk related to these other financial assets is managed by monitoring the recoverability of such amounts continuously.

48.1.3 Expected Credit Loss for loans

For risk management reporting purposes, the Company considers and consolidates following elements of credit risk:

Credit default risk: The risk of loss arising from a debtor being unlikely to pay its loan obligations in full or the debtor is more than 90 days past due on any material credit obligation; default risk may impact all credit-sensitive transactions, including loans and securities.

Concentration risk: The risk associated with any single exposure or group of exposures with the potential to produce large enough losses to threaten Company's core operations.

(A)    Credit Risk Management

The credit risk is managed at different levels including at appraisal, disbursements and post disbursement monitoring. The Company has "Integrated Rating Guidelines" and "Comprehensive Risk Management Policy". To mitigate credit risk, the company follows systematic institutional and project appraisal process to assess the credit risk. These processes include a detailed appraisal methodology, identification of risks and suitable structuring and credit risk mitigation measures. Further, on periodic basis, the loan assets are reviewed and categorized as High/Moderate/Low based on ECL methodology. The process for Credit Risk Management are as under:

(i)    The Company has "Integrated Rating Guidelines" covering credit assessment, risk grading, collateral requirements, reporting, monitoring of end utilisation of funds etc. Further, independent Lender legal counsels are appointed to ensure effective documentation and mitigation of legal risk

(ii)    For all existing private sector projects, where the Company is Lead Financial Institution, the Company engages Lender's Independent Engineers (LIE), Lender's Financial Advisors (LFA) and Lender's Insurance Advisors (LIA), which are independent agencies who act on behalf of various lenders and consortium members. LIE conducts periodic site visits and submits reports on progress status of the project, after discussion with borrower and inspection/ review of relevant documents. LFA submit the statements of fund flow and utilization of funds in the project periodically. In cases where the Company is not the lead Financial Institution, the tasks related to LIE and LFA services are being coordinated with the lead lender.

The Company also endeavors to appoint a separate Project Management Agency (PMA) for new projects being financed, which subsumes the entire works of LIE /Project Management Consultant (PMC), LFA and LIA for better coordination among the agencies. PMA is stationed at project site to closely monitor various day to day project execution activities including monitoring of project progress, review of EPC/non-EPC contracts & invoices, fund utilization and insurance for the project. PMA also verifies the bills of original equipment manufacturer/ supplier, composite works contractor and give its recommendation for disbursement. Initial due diligence is also be performed by PMA taking the sanctity of technical and financial parameters including original project cost & COD.

Concurrent Auditors/Agencies for Specialized monitoring/Cash Flow monitoring agencies are being appointed by REC/ Lenders on case to case basis for effective monitoring of Trust & Retention Account (TRA) for stressed projects.

(iii)    The Company has an authorisation structure for the approval and renewal of credit facilities. Authorisation limits have been established commensurating with the size of business proposal at CMD/Executive Committee/Loan Committee/ Board of Directors based on the recommendation of Screening Committee, as appropriate.

(iv)    The Company has developed risk grading structure to categorise its exposures according to the degree of risk of default by charging appropriate interest rates and security package.

(v)    Regular reports on the credit quality of loan portfolios are provided to Risk Management Committee and Board, which may require appropriate corrective action to be taken.

(vi)    External agencies are appointed from time to time to review the guidelines, policy and existing practices being followed by business units along with providing the specialist skills to promote best practice throughout the Company for management of credit risk.

(vii)    Individual and Group Credit Exposures are assessed against designated limits, before facilities are committed to borrowers by the business unit concerned. Sanction of additional facilities are also subject to the same review process.

(viii)    The Company continuously monitors delays and/ or default of borrowers & other counterparties and their recoverability. On occurrence of default in the borrower's account, the Company initiates necessary steps to cure the default which may involve action(s) including, but not limited to, Special Mention Account (SMA) reporting to RBI, credit information reporting to Central Repository of Information on Large Credits (CRILC), etc., monitoring of the TRA account, conversion of loan into equity as per loan agreement, restructuring of loan account, formulating resolution plan with the borrower, change in ownership, Corporate Insolvency Resolution Process (CIRP), sale of the exposures to other entities/ investors and other recovery mechanisms including invocation of guarantees/ securities to recover the dues.

(B)    Credit risk Measurement

The impairment loss allowance on loan assets is provided as per Ind AS 109 in accordance with a board-approved policy, which measures the credit risk on the basis of key financial and operational parameters to assess improvement/ deterioration in credit quality. Management overlays to the model output, if any, are duly documented and approved by the Audit Committee. The evaluation of Expected Credit Loss (ECL) is undertaken by an independent agency, ICRA Analytics Limited (formerly ICRA Online Limited).

The Company has an internal system of grading for State Governments, Public Sector Undertakings and State Power Utilities. However, for Distribution Companies (DISCOMs), the Company adopts the ratings by the Ministry of Power as and when they are updated. These ratings are mapped with external rating grades published by various credit rating agencies as part of rating transition matrix. For private borrowers, the Company uses the external rating as published by various credit rating agencies, or proxy risk score in case such rating is not available. The proxy risk score model considers following parameters

Quantitative factors

Debt / EBITDA (30% weightage)

Return on Capital Employed (15% weightage)

Interest Coverage (25% weightage)

Gearing (Debt/Equity) (30% weightage)

Qualitative Factors

Quarter wise Operational Parameters like PPA, PLF, ACS - ARR Gap, and LAF Actual Default dates Status of the Project

(C)    Measurement of Expected Credit Loss (ECL)

Ind AS 109 outlines a "three stage" model for impairment based on changes in credit quality since initial recognition as summarised below:

-    A financial instrument that is not credit impaired on initial recognition and whose credit risk has not increased significantly since initial recognition is classified as "Stage 1"

-    If a significant increase in credit risk since initial recognition is identified, the financial instrument is moved to "Stage 2" but is not yet deemed to be credit impaired.

-    If a financial instrument is credit impaired, it is moved to "Stage 3"

-    Financial instrument in Stage 1 have their ECL measured at an amount equal to expected credit loss that results from default events possible within the next 12 months. Instruments in Stage 2 or Stage 3 criteria have their ECL measured on lifetime basis.

(D)    Significant Increase in Credit Risk (SICR)

The Company considers a financial instrument to have experienced a significant increase in credit risk when on any financial instrument if the payment is more than 30 days past due on its contractual payments.

(E)    Definition of default and credit-impaired assets

The Company defines a financial instrument as in default, which is fully aligned with the definition of credit-impaired, when the loan account is more than 90 days past due on its contractual payments or or any such period allowed by the company in line with circular issued by the Reserve Bank of India.

(F)    Measuring ECL - explanation of inputs, assumptions and estimation techniques

Expected credit losses are the product of the probability of default (PD), exposure at default (EAD) and loss given default (LGD), defined as follows:

-    PD represents the likelihood of the borrower defaulting on its obligation either over next 12 months or over the remaining lifetime of the instrument.

-    EAD represents the amounts, including the principal outstanding, interest accrued and outstanding Letters of Comfort that the Company expects to be owed at the time of default.

-    LGD represents the Company's expectation of loss given that a default occurs. LGD is expressed in percentage and it shows the proportion of the amount that will actually be lost post recoveries in case of a default.

Determination of Probability of Default (PD)

The Company has analysed the available average annual rating transition matrices published by Credit Rating Agencies to arrive at annual transition matrix based PD. This annual transition matrix PD was extrapolated to arrive at the lifetime probability of default of various rating grades by loan tenure / maturity profile i.e. lifetime PD.

Loss Given Default (LGD) computation model

Based on the historical trend, research and industry benchmarking the Company has constructed a LGD model. Factors reviewed in the LGD model include Project cost per unit, PPA status, FSA status etc. Based on internal research the company has benchmarked these factors for Thermal, Renewable in Private Sector. In case of Private sector borrowers, the realizable value of the assets were arrived at using suitable assumptions, including valuation on outcome of the resolution process etc., to arrive at LGD. For State Government and Public sector projects, the Company has factored in the state support and assumed that the State/Central governments would step in to repay debt obligations of the state utilities as witnessed in the past.

(G)    Alignment of LGD in case of Stage 3 Assets

Stage-3 assets where REC and PFC (Group Companies) are in Consortium for Stage-III Loan accounts, LGD is taken on the following basis:

(a)    In cases where either REC or PFC is lead lender, LGD % calculated by the lead lender is adopted.

(b)    In cases where neither REC nor PFC is lead lender, higher of the LGD% worked out by REC and PFC is adopted.

(H)    Key assumptions used in measurement of ECL

(i)    The Company considers the date of initial recognition as the base date from which significant increase in credit risk is determined.

(ii)    EAD represents the amounts, including the principal outstanding, interest accrued and outstanding Letters of Comfort that the Company expects to be owed at the time of default.

(J)    Collateral and other credit enhancements

The Company employs a range of policies and practices to mitigate credit risk. The most common of these is accepting collateral for

funds disbursed. The Company has internal policies on the acceptability of specific classes of collateral or credit risk mitigation. The

principal collateral types for loans and advances are:

-    Mortgage of Immovable properties

-    Hypothecation of Moveable property

-    Assignment of project contract documents

-    Pledge of instruments through which promoters' contribution is infused in the project

-    Pledge of Promoter Shareholding

-    Corporate and personal Guarantee of Promoters

(K)    Loss allowance

The loss allowance recognized in the period is impacted by a variety of factors, as described below:

-    Transfers between Stage 1 and Stages 2 or 3 due to financial instruments experiencing significant increases (or decreases) of credit risk or becoming credit-impaired in the period, and the consequent "step up" (or "step down") between 12-month and Lifetime ECL

-    Additional allowances for new financial instruments recognised during the period, as well as releases for financial instruments de-recognised in the period

-    Impact on the measurement of ECL due to changes in PDs, EADs and LGDs in the period, arising from regular refreshing of inputs to models

-    Financial assets derecognised during the period and write-offs of allowances related to assets that were written off during the period

(P)    In accordance with RBI Circular on Implementation of Ind AS by NBFCs dated 13.03.2020, had the loans otherwise required to be classified as NPA as per IRACP norms been considered, Gross NPA to Gross Loans ratio would have been 4.45% (previous year 5.04%) and Net NPA to Net Loans would have been 1.51% (previous year 1.99%) as at 31st March 2022.

(Q)    Write off policy

The Company writes off financial assets, in whole or in part, as directed by the order of the Judicial Authority or when it has exhausted all practical recovery efforts and has concluded there is no reasonable expectation of recovery. Indicators that there is no reasonable expectation of recovery include ceasure of enforcement activity or where the Company's recovery method is foreclosing on collateral and the value of collateral is such that there is no reasonable expectation of recovery in full.

(R)    Business Model Policy

The Company determines its business model at the level that best reflects how it manages groups of financial assets to achieve its business objective. The Company's business model is not assessed on an instrument-by-instrument basis, but at a higher level of aggregated portfolios.

The Company is in the business of lending loans across power sector value chain and such loans are managed to realize the cash flows by collecting contractual payments (including principal and interest) over the tenure of the loan. Further, investments in the nature of debt investments and other financial assets may also be held by the Company to collect the contractual payments as per the agreed terms.

The Company's business model therefore is "hold to collect" for Loans, certain Financial Investments and Other Financial Assets. Such financial assets are measured at amortised cost if the contractual terms gives rise to cash flows that are solely payments of principal and interest on the amount outstanding.

(S)    There are no Accounts with overdues beyond 90 days but not treated as credit impaired (excluding accounts to whom release under RBI Covid-19 Relief package has been allowed) (previous year Nill).

(T)    There are no reportable cases of loans transferred/ acquired during the FY 2021-22 (previous year Nil) under Master Direction - Reserve Bank of India (Transfer of Loan Exposures) Directions, 2021 dated 24^th September 2021.

Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset. The Company's approach to managing liquidity is to ensure as far as possible, that it will have sufficient liquidity to meet its liabilities when they are due.

The Company manages its liquidity risk through a mix of strategies, including forward-looking resource mobilization based on

projected disbursements and maturing obligations. The Company has put in place an effective Asset Liability Management System and has also constituted an Asset Liability Management Committee ("ALCO") which monitors the liquidity risk with the help of liquidity gap analysis.

The Company maintains adequate bank balances, short term investments that are readily convertible into cash and adequate borrowing and overdraft facilities by continuously monitoring the forecast and actual cash flows.

RBI, vide its Liquidity Framework dated 04 Nov, 2019 has stipulated maintaining of Liquidity Coverage Ratio (LCR) by Non-Deposit taking NBFCs with asset size of more than ? 10,000 Crores w.e.f. 01 Dec, 2020. These guidelines of RBI aims to ensure that Company has an adequate stock of unencumbered High-Quality Liquid Assets (HQLA) that can be converted into cash easily and immediately to meet its liquidity needs for a 30 calendar day time horizon under a significantly severe liquidity stress scenario.

The LCR is represented by:

The Stock of High-Quality Liquid Assets

Total Net Cash Outflows over the next 30 calendar days

where,

(i)    Total net cash outflows is defined as the total expected cash outflows minus total expected cash inflows for the next 30 calendar days, where the cash flows are assigned a predefined stress percentage, as prescribed by RBI.

(ii)    High Quality Liquid Assets (HQLA) means liquid assets that can be readily sold or immediately converted into cash at little or no loss of value or used as collateral to obtain funds in a range of stress scenarios.

48.3 Market Risk - Currency Risk

The LCR requirement is binding on NBFCs from December 1,2020 with the minimum HQLAs to be held being 50% of the LCR, progressively reaching up to the required level of 100% by December 1,2024.

At Present, HQLA investments are held in INR in the form of Government Securities(G-Sec)/ State Development Loans (SDLs) Securities and AAA/AA Corporate Bonds and auto swap balance with banks.

 

The Company is exposed to foreign currency risk from various foreign currency borrowings primarily denominated in USD, EURO, JPY and SGD. The Company has a risk management policy which aims to manage the foreign currency risk arising from its borrowings denominated in a currency other than the functional currency of the Company. The Company uses combination of foreign currency options structures, forward contracts and cross currency swap to hedge its exposure to foreign currency risk.

An Asset Liability Management Committee (ALCO) is currently functioning under the chairmanship of CMD with Functional Directors, executive directors and Chief General Managers from Finance and Operating Divisions as its members. ALCO monitors Foreign currency risk with exchange rate and interest rate managed through various derivative instruments. 'The Company enters into various derivative transactions to cover exchange rate through various instruments like foreign currency forwards contracts, currency options, principal only swaps and forward rate agreements. These derivative transactions are done for hedging purpose and not for trading or speculative purpose.

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Mar 31, 2021

9.3 In terms of the settlement under Insolvency and Bankruptcy Code (IBC) proceedings/ One Time Settlement (OTS)/ Restructuring, the Company has written off loans amounting to ? 1,152.55 crores (Previous year ? 378.41 crores). The details of write-offs for the current year are as below:

(i)    During the current year

(a)    Pursuant to the restructuring executed on 4^th June, 2020, in respect of Essar Power Transmission Corporation Ltd, the Company has written off an amount of ? 65.25 crores after appropriating the recoveries of ? 979.56 crores (Term Loan of ? 830.00 crores and Optionally convertible debentures of ? 149.56 crores).

(b)    Pursuant to the Resolution Plan approved under IBC proceedings executed on 21st September, 2020 in respect of Facor Power Ltd, the Company has wriiten-off an amount of ?181.86 crores after appropriating the recoveries of ? 329.12 crores (Cash ? 102.27 crores, Non-convertible debentures of ? 199.72 crores and amount recoverable of ? 27.13 crores).

(c)    Pursuant to the restructuring executed on 4^th December, 2020 in respect of R.K.M PowerGen Private Ltd, the Company has wriiten-off an amount of ?905.44 crores after appropriating the recoveries of ? 1,396.55 crores (Term Loan of ? 1,396.55 crores and Optionally convertible debentures Nil).

The instruments received upon restructuring/ settlement have been classified under the head 'Investments' (Refer Note No. 10).

(ii)    During the previous year

(a)    Pursuant to the approval of Resolution Plan passed by the Hon'ble National Company Law Tribunal (NCLT), Hyderabad Bench dated 26th July, 2019 in respect of Lanco Teesta Hydro Power Ltd, the Company has written off the loan amount of ?112.67 crore (net of recoveries of ?124.12 crore) and equity investment of ?102 crore (10.20 crore equity shares of ?10 each) upon extinguishment of such equity shares as per the Order.

(b)    Pursuant to the One Time Settlement arrangement executed on 23^rd December 2019 in respect of Rattan India Power Ltd, the Company has wriiten-off an amount of ?265.74 crores after appropriating the recoveries of ? 478.09 crores (Cash ? 405.90 crore, Equity Shares ? 17.59 crore, Redeemable Preference Shares ?22.18 crore and Optionally covertible cumulative Redeemable Preference Shares ?32.42 crore).

The instruments received upon restructuring/ settlement have been classified under the head 'Investments' (Refer Note No. 10).

During the year, the Ministry of Corporate Affairs vide its order dated February 5, 2021 has accorded its approval to the scheme of amalgamation of REC Transmission Projects Company Limited (RECTPCL) (“Transferor Company”) with REC Power Distribution Company Limited (RECPDCL) (“Transferee Company”) with appointed date as April 1, 2020. Pursuant to such scheme, RECPDCL has allotted 35,500 fully paid-up equity shares of Rs. 10 each to the Company against 50,000 fully paid equity shares of Rs. 10 each of RECTPCL.

10.3    In terms of the settlement under Insolvency and Bankruptcy Code (IBC) proceedings/ One Time Settlement (OTS)/ Restructuring, the Company has received the following Investments:

(i)    During the current year:

(a)    Pursuant to the restructuring in respect of Essar Power Transmission Corporation Ltd, the company has been allotted 22,85,25,079 no. of optionally convertible debentures (3%) Series- A, 10,06,12,911 no. of optionally convertible debentures (3%) Series- B and 1,86,35,162 no. of optionally convertible debentures (0%) Series- C.

(b)    Pursuant to the One Time Settlement arrangement executed on 21st September 2020 in respect of Facor Power Ltd, the Company has been allotted 2,52,91,783 no. of zero coupon non-convertible debentures of Ferro Alloys Corporation Limited.

(c)    Pursuant to the restructuring in respect of R.K.M PowerGen Private Ltd, the company has been allotted 21,38,03,170 no. of optionally convertible debentures (0.01%) Series- A, 63,03,032 no. of optionally convertible debentures (0.01%) Series- B and 1,04,74,150 no. of optionally convertible debentures (0.01%) Series- Ai.

Refer note 9.3 for further details.

(ii)    During the previous year:

(a) Pursuant to the One Time Settlement arrangement executed on 23^rd December 2019 in respect of RattanIndia Power Ltd, the Company has been allotted 9,25,68,105 no. of equity shares, 2,87,20,978 no. of redeemable preference shares and 4,33,03,616 no. of optionally convertible cumulative redeemable preference shares. Refer note 9.3 for further details.

10.4    The Company has elected an irrevocable option to designate some of the equity instruments at FVOCI (Fair Value through Other Comprehensive Income). The Company's main operation is to provide financial assistance to power sector. Thus, in order to isolate Standalone Statement of Profit & Loss from price fluctuations of these instruments, management believes that this provides a more meaningful presentation, rather than classifying them at FVTPL (Fair Value through Profit & Loss).

15.3    In the opinion of management, there are no events or changes in circumstances that indicate the impairment of PPE and Intangible Assets in terms of Ind AS 36 'Impairment of Assets'. Accordingly, no provision for impairment has been made.

15.4    While the Company has not made any specific borrowings for construction of a qualifying asset, the Company has capitalised certain borrowing costs on account of general borrowings at an average rate of borrowings of 8% (previous year 8.04%) for the Company in terms of Ind AS 23 'Borrowing Costs'. In line with the applicable accounting guidance, the Company has not capitalised the borrowings costs for the period during which the construction work has been suspended owing to Covid-19 disruptions.

15.5    Disclosure in respect of Intangible Assets as required under Ind-AS 38 “Intangible Assets"

Amortisation Rate    20% (100% in case the total cost of the asset is ? 5,000 or less)

15.6    With a view to monetise its idle assets, the Company has decided to sell certain residential building units with carrying value Rs. 0.10 crores included under Property, Plant and Equipment, for which further actions have been taken to dispose off, subsequent to 31^st March 2021. Accordingly, the assets will be classified as “Non-Current Assets Held for Sale” post the date of initiation of such actions as required under Ind-AS 105. The process is expected to be completed during the year 2021-22 through e-auction process.

18.3    Term Loans from banks/ financial institutions/ Govt. as mentioned in Note No. 18.1 (i), (ii) and (v) have been raised at interest rates ranging from 5.15% to 8.29% payable on monthly/quarterly/semi annual rests.

18.4    Foreign Currency Borrowings in Note No. 18.1(iii)(3) have been raised at interest rates ranging from a spread of 20 bps to 210 bps over external benchmarks including 1/3/6 Months' USD/JPY LIBOR (London Inter Bank Offered Rate), 6 Months' SOR (Swap Offer Rate).

18.5    Security Details of Secured Debt Securities and Borrowings

For all the secured bonds issued by the Company and outstanding as at balance sheet date, 100% security cover has been maintained by way of mortgage on certain immovable properties and/or charge on the receivables of the Company.

The Bond Series 123-I and 123-IIIB of Institutional Bonds are secured by way of first pari passu charge on the specified immovable property and the book debts of the Issuer which are charged to other lender / trustee and as may be agreed between the Issuer and the Trustee, pursuant to the terms of the Bond Trust Deed with a minimum security cover of one time of the aggregate face value of amount of bonds outstanding at all times and amount of interest due thereon in favor of IDBI Trusteeship Services Ltd.

Tax Free Bonds issued during FY 2011-12 are secured by first pari passu charge on premises at Shop No. 12, Ground Floor, Block No. 35, Church Road, Mylapore, Chennai and hypothecation of receivables of ? 4,998.66 Crores of MSEDCL in favour of Vistra ITCL (India) Ltd. (formerly known as IL&FS Trust Company Ltd.).

Tax Free Bonds issued during FY 2013-14 are secured by first pari passu charge on the book debts (other than those that are exclusively charged/earmarked to lenders / other Trustees) of the Company in favour of SBICap Trustee Company Ltd.

The Bond Series XI, XII and XIII of 54EC Capital Gain Tax Exemption Bonds and Tax Free Bonds issued during FY 2012-13 & 2015-16 are secured by first pari passu charge on (a) mortgage of premises at Sub Plot No. 8, TPS No 2, FP No. 584P, situated at Village Subhanpura, Distt Vadodara and (b) hypothecation of receivables (other than those that are exclusively charged/ earmarked to lenders / other Trustees) in favour of SBICap Trustee Company Ltd.

The Bond Series XIV of 54EC Capital Gain Tax Exemption Bonds are secured by first pari passu charge on hypothecation of receivables (other than those that are exclusively charged/ earmarked to lenders / other Trustees) in favour of SBICap Trustee Company Ltd.

Refer Note No. 9 and 15.2 for the carrying value of receivables and Property, Plant and Equipment (PPE) pledged as security.

19.3 The Company raises funds in different currencies through a mix of term loans from banks/ financial institutions/ Govt. agencies and bonds of different tenors through private placement of debt securities. The amounts raised during the year have been utilized for the stated objects in the offer document/ information memorandum. Further, there has been no default as on the Balance Sheet date in the repayment of debt securities, borrowings and subordinated liabilities and the Company has met all its debt servicing obligations, whether principal or interest, during the year.

20.1    Unpaid dividends, unpaid principal and interest on bonds include the amounts which have either not been claimed by the investors or are on hold pending formalities pursuant to investors' claims etc. The amount due to be transferred to Investor Education and Protection Fund (IEPF) as at 31^st March, 2021 is ? 0.62 crores (? 0.47 crores as at 31^st March, 2020) which has been transferred within the prescribed time limit.

20.2    Subsidy Under Accelerated Generation & Supply Programme (AG&SP):

The Company is maintaining an Interest Subsidy Fund Account and was given AG&SP subsidy (for disbursement to the eligible borrowers) by Govt. of India at net present value calculated at indicative rates and year in accordance with GOI's letter vide D.O.No. 32024/17/97-PFC dated 23.09.1997 and O.M.No.32024/23/2001-PFC dated 07.03.2003 irrespective of the actual repayment schedule, moratorium year and duration of repayment of the eligible schemes. The impact of difference between the indicative rate and year considered at the time of drawl and the actual can be ascertained only after the end of the respective schemes.

20.3 Government of India has appointed the company as a nodal agency for implementation of Deen Dayal Upadhyaya Gram Jyoti Yojna (DDUGJY) and Pradhan Mantri Sahaj Bijli Har Ghar Yojana (SAUBHAGYA). The funds received for disbursement to various agencies under the scheme are kept in a separate bank account. The undisbursed funds for the scheme (including the funds received under erstwhile RGGVY Scheme) including interest earned thereto are classified under “Undisbursed Subsidy/ grant” under the head “Other Financial Liabilities”.

20.5 For meeting GOI's funding requirement of DDUGJY Scheme, during the year, the Company has raised funds an aggregate amount of ? 2,500 crores (Previous year ? 3,782.30 crores) through unsecured, redeemable, non-convertible, taxable bonds in the nature of debentures of face value of ? 10 lacs at par on private placement basis. As per Ministry of Finance (MoF) letter dated 2^nd December, 2020 and 3^rd March, 2021, the repayment of principal and interest of the above bonds shall be made by GoI by making suitable budget provisions in the demand of Ministry of Power. Accordingly, the amount of such bonds along-with interest is also appearing as recoverable by the Company from Govt. of India (Note 11).

24.2    Allotment of Bonus Shares during the year and during preceding five years

During the current year and preceding five years, no bonus shares were issued by the Company except in the FY 2016-17, when the Company had allotted 98,74,59,000 Equity Shares as fully paid up by way of bonus shares.

24.3    The Company has neither issued any equity shares pursuant to contract without payment being received in cash nor has there been any buy-back of shares in the current year and five years immediately preceding the balance sheet date.

24.4    Rights, Preferences and Restrictions attached to Equity shares

The holders of the equity shares of the Company are entitled to receive dividends as and when declared by the Company and enjoy proportionate voting rights in case any resolution is put to vote. Further, the shareholders have all such rights, as may be available to a shareholder of a listed public company, under the Companies Act, 2013 and rules made thereunder, Companies Act, 1956 (to the extent applicable), SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Memorandum of Association and Articles of Association of the Company.

25.3 During the year, Company has issued Perpetual Debt Instruments of face value of ? 10 lakhs each, with no maturity and callable only at the option of the Company after 10 years. The claims of the holders of the securities shall be (a) Superior to the claims of the holders of the equity shares issued by the Issuer; and (b) Subordinated to the claims of all other creditors of the Issuer. The instruments carry a step up provision if not called after 10 years. The payment of Coupons may be cancelled or suspended at the discretion of the Company. The coupon of the securities is not cumulative except where the Issuer shall not be liable to pay coupon and may defer the payment of coupon, if (i) The capital to risk assets ratio (“CRAR”) of the Issuer is below the minimum regulatory requirement prescribed by RBI; or (ii) the impact of such payment results in CRAR of the Issuer falling below or remaining below the minimum regulatory requirement prescribed by RBI.

As these securities are perpetual in nature and the Company does not have any redemption obligation and discretion on payment of coupon, these have been classified as equity.

26.1    Pursuant to regulatory guidelines and utilisation of reserves created for specific purposes, the Company has transferred the following amounts from different reserves to General Reserve:

(i)    During the financial year 2020-21

(a)    ? 1,152.55 crores from Reserve for Bad & Doubtful Debts under Section 36(1)(viia)(c) of the Income Tax Act, 1961 on account of actual write-offs on loan assets

(b)    ? 793.29 crores from Impairment Reserves has been transferred to the General Reserves in pursuance of RBI Guidelines

(ii)    During the financial year 2019-20

(a)    ? 378.41 crores from Reserve for Bad & Doubtful Debts under Section 36(1)(viia)(c) of the Income Tax Act, 1961 on account of actual write-offs on loan assets

(b)    ? 1,367.27 crores from Debenture Redemption Reserve (DRR) persuant to the Notification No. G.S.R. 574(E) dated 16th August 2019 issued by the Ministry of Corporate Affairs (MCA)

26.2    Special Reserve created u/s 36(1) (viii) of the Income Tax Act, 1961

Special Reserve created u/s 36(1) (viii) of the Income Tax Act, 1961 is maintained by the Company in order to enable the Company to avail tax benefits. As per section 36(1)(viii) of the Income Tax Act, 1961, the company is eligible for deduction not exceeding 20% of profit derived from long term finance activity, provided such amount is transferred and maintained in special reserve account.

26.3 Reserve for Bad and doubtful debts u/s 36(1)(viia) of the Income Tax Act, 1961

Reserve for Bad and doubtful debts u/s 36(1)(viia) of the Income Tax Act, 1961 is maintained by the Company in order to enable the Company to avail tax benefits. As per Section 36(1)(viia) of the Income Tax Act, 1961, the Company is eligible to avail deduction in respect of any provision/ reserve made for bad and doubtful debts, not exceeding five per cent of the total income as per Income Tax Act. The reserve so maintained shall be primarily utilised for adjustment of actual bad debts or part thereof.

26.4 Reserve Fund u/s 45-IC of Reserve Bank of India Act, 1934

The Company is creating the Reserve Fund as required u/s 45IC of Reserve Bank of India Act, 1934, wherein at least 20% of net profit is required to be transferred before the declaration of dividend. No appropriation is allowed to be made from the reserve fund except for the purpose as may be specified by the Reserve Bank of India from time to time and further, any such appropriation is also required to be reported to the Reserve Bank of India within 21 days from the date of such withdrawal.

26.6 Foreign Currency Monetary Item Translation Difference Account

The company had opted towards an irrevocable option for amortising the foreign exchange fluctuation loss/gain on the long term foreign currency monetary items over the balance period of such items in accordance with Para 46A of the erstwhile applicable Accounting Standard 11 'The Effects of Changes in Foreign Exchange Rates'. The Company opted to continue the policy of such amortisation as per the previous GAAP in respect of the exchange differences arising from translation of longterm foreign currency monetary items as on 31^st March 2018 in line with the provisions of Ind-AS. The balance in this account represents the unamortised gain/ (loss) which will be amortised over the balance period of the eligible long term foreign currency monetary liabilities.

26.8 Impairment Reserve

As per the Reserve Bank of India (RBI) Guidelines, the Company is required to appropriate the difference from their net profit after tax to “Impairment Reserve” where the impairment allowance under Ind AS 109 is lower than the provisioning required under Income Recognition, Asset Classification and Provisioning (IRACP) Norms (including standard asset provisioning) issued by RBI. The Company reviews the requirement at each reporting date. In pursuance of the guidelines, an amount of ? 793.29 crores lying under Impairment reserve as on 31^st March 2020 has been transferred to General Reserve during the current year.

26.9 Equity Instruments through Other Comprehensive Income (OCI)

The Company has elected to recognise changes in the fair value of certain investments in equity securities through other comprehensive income. These changes are accumulated within the OCI reserve within equity. The Company transfers amounts from this reserve to retained earnings when the related equity securities are derecognised.

26.10 Effective Portion of Cash Flow Hedges

The Company uses derivative instruments in pursuance of managing its foreign currency risk and interest rate risk associated on borrowings. For hedging foreign currency and interest rate risk, the Company uses foreign currency forward contracts, cross currency swaps, foreign currency option contracts and interest rate swaps. To the extent the derivative contracts designated under the hedge accounting are effective hedges, the change in fair value of the hedging instrument is recognised in 'Effective Portion of Cash Flow Hedges'. Amounts recognised in such reserve are reclassified to the Statement of Profit or Loss when the hedged item affects profit or loss.

26.11 Cost of Hedging Reserve

The Company designates the intrinsic value of foreign currency option contracts as hedging instruments in 'Cash Flow Hedge' relationships. The changes in fair value of the time value of an option are recognised in OCI and amortised to the Statement of Profit and Loss on a rational basis.

38.1    Ministry of Corporate Affairs (MCA) has notified the Companies (Amendment) Act 2019 and Companies (Corporate Social Responsibility Policy) Amendment Rules, 2021 which require that any unspent CSR amount, other than for any ongoing project, must be transferred to a Fund specified in Schedule VII, within a period of six months of the expiry of the financial year. In case such unspent amount pertains to any ongoing project, it must be transferred to unspent CSR Account by 30th April of the next year. However, if such amount is not utilised within three financial years, it is required to be transferred to a Fund specified in Schedule VII, within a period of thirty days from the date of completion of the third financial year. The Company also carries the right to set-off any amount spent in excess of the requirement under the Act within three succeeding financial years against the amount to be spent.

During the year, Company has approved ? 144.32 crore as budget for CSR as per Section 135(5) of the Companies Act, against which has spent ? 147.78 crore towards CSR activities during the year. The excess amount of ? 3.46 crore spent during the year shall be carried forward and set off for next three succeeding financial years.

38.2    Details of Gross Amount required to be spent by the company:

(a)    Gross amount required to be spent by the company during the year is ? 144.32 crores

(b)    Amount approved by the Board to be spent during the year is ? 144.32 crores

(b) Amount required to be spent on CSR activities as per Section 135 (5) of the Companies Act, 2013:

44    Implementation of Govt. Schemes44.1    Pradhan Mantri Sahaj Bijli Har Ghar Yojana (SAUBHAGYA)

Government of India has launched a scheme “Pradhan Mantri Sahaj Bijli Har Ghar Yojana” - Saubhagya to achieve universal household electrification in the country. The scheme envisages to provide last mile connectivity and electricity connections to all remaining un-electrified households in rural areas and poor households in urban areas. The capital outlay of Saubhagya Scheme is ? 16,320 Crore including Gross Budgetary Support of ? 12,320 Crore during the entire implementation period. Ministry of Power designated REC as the Nodal agency for operationalization of Saubhagya Scheme.

44.2    Deen Dayal Upadhyaya Gram Jyoti Yojana (DDUGJY)

Deendayal Upadhyaya Gram Jyoti Yojana (DDUGJY) is the flagship scheme of Government of India covering all aspects of rural power distribution. Under the scheme 60% of the project cost (85% for special States) is provided as grant by Government of India and additional grant upto 15% (5% for special States) on achievement of prescribed milestones. DDUGJY facilitates towards achievement of '24x7 Power for All' in the country through the following project components:

(i)    Separation of agriculture and non-agriculture feeders facilitating adequate power supply to agriculture & continuous power supply to non-agricultural consumers in the rural areas;

(ii)    Strengthening and augmentation of sub-transmission & distribution infrastructure in rural areas, including metering of distribution transformers/ feeders/ consumers;

(iii)    Micro-grid and Off-grid distribution network;

(iv)    Rural Electrification component under the RGGVY 12^th and 13^th plans, subsumed to DDUGJY

The components at (i) and (ii) of the above scheme will have an estimated outlay of ? 43,033 Crore including budgetary support of ? 33,453 Crore from Government of India during the entire implementation period. The scheme of RGGVY as approved by CCEA for continuation in 12th and 13th plan have been subsumed in this scheme as a separate Rural Electrification (RE) component.

44.3    National Electricity Fund (NEF)

The National Electricity Fund (NEF), an interest subsidy scheme, has become operational since FY 2012-13. The scheme has been introduced by the Government of India to promote capital investment in the distribution sector. The scheme provides interest subsidy linked with reform measures, on the loans taken by public and private distribution power utilities for various capital works in the Distribution sector. NEF would provide interest subsidy aggregating up to ? 8,466 Crore (including interest subsidy to the borrowers, Service Charges to the Nodal Agency, payments to Independent Evaluators and other incidental expenses) spread over 14 years for loan disbursement against projects approved during 2012-13 and 2013-14. REC has been nominated as the Nodal Agency for operationalization of NEF scheme across the country.

45    Capital management

The Company manages its capital to ensure that it will continue as going concern while maximizing the return to stakeholders. The capital structure of the Company consists of the equity and the long-term borrowings made by the Company.

Management assesses the Company's capital requirements in order to maintain an efficient overall financing structure while avoiding excessive leverage. The Company manages the capital structure and raises funds through the suitable instruments, in light of the dynamic business environment and liquidity position within the sector. Further, with regard to capital restructuring, the Company is also guided, inter alia, by guidelines on “Capital Restructuring of Central Public Sector Enterprises” issued by Department of Investment and Public Asset Management (DIPAM), Ministry of Finance, Department of Public Enterprises in respect of issue of bonus shares, dividend distribution, buy back of equity shares etc. The Company has complied with all externally imposed capital requirements.

Dividend Distribution Policy

BoD monitors the dividend pay-out to the shareholders of the Company. Dividend distribution policy of the Company focuses on various factors including but not limited to the present & future capital requirements, profits earned during the financial year, Capital to Risk-weighted Assets Ratio (CRAR), cost of raising funds from alternate sources, cash flow position and applicable taxes including tax on dividend, subject to the guidelines as applicable from time to time, cash flow position and net worth of the Company, subject to the guidelines as applicable from time to time.

As per the extant guidelines issued by DIPAM, Govt. of India, Company is required to pay a minimum annual dividend of 30% of PAT or 5% of the net-worth, whichever is higher. Though the Company endeavors to declare the dividend as per these guidelines, the Company may propose lower dividend after analysis of various financial parameters, cash flow position and funds required for future growth.

The Company has also adopted various policies for the management of the Company which inter-alia include Comprehensive Risk Management Policy, Whistle Blower Policy, Code for Prevention of Insider Trading in REC Equity Shares/Securities, Policy for prevention of Fraud, The Code of Business Conduct and Ethics for Board Members and Senior Management, Fair Practices Code, etc.

47 Financial Risk Management

The Company's board of directors has overall responsibility for the establishment and oversight of the Company risk management framework. The Company has formulated a comprehensive Risk Management Policy, which covers, inter-alia, Credit Risk, Operational Risk and Market Risk of the organization. The Company's risk management policies are guided by well-defined policies appropriate for various risk categories, independent risk oversight and periodic monitoring. A Risk Management Committee (RMC) has also been constituted under the chairmanship of an Independent Director, whose main function is to identify and monitor various risks of the organization and to suggest actions for mitigation of the same.

In order to avoid excessive concentrations of risk, the Company's policies and procedures include specific guidelines to focus on maintaining a diversified portfolio. Identified concentrations of credit risks are controlled and managed accordingly.

For managing these risks, the Company has put in place an integrated enterprise-wide risk management mechanism to ensure that these risks are monitored carefully and managed efficiently. Pursuant to RBI notification DNBR (PD) CC.NO/.099/03.10.001/2018-19, to augment risk management practices in the Company, the Board has also appointed a Chief Risk Officer (CRO) who is involved in the process of identification, measurement and mitigation of risks. The risk management approach i.e. Company's objectives, policies and processes for measuring and managing each of above risk is set out in the subsequent paragraphs.

47.1 Credit Risk

Credit risk refers to the risk that counterparty will default on its contractual obligations resulting in financial loss to the Company. The Company's exposure to credit risk is influenced mainly by cash and cash equivalents, other bank balances, investments, loan assets, trade receivables and other financial assets. The Company continuously monitors defaults of customers and other counterparties and incorporates this information into its credit risk controls.

Cash and Cash Equivalents and Bank Deposits

Credit risk related to cash and cash equivalents and bank deposits is managed by parking funds in investment grade rated instruments and highly rated banks and also diversifying the deposit base by investing in different instruments/ banks across the country.

Loans

Credit risk related to borrowers are mitigated through adequate security arrangements for the loans by way of hypothecation of future project loan assets, receivables, inventories or any other assets, Govt. Guarantees, Corporate guarantees etc. and additionally Collaterals wherever required. The Company closely monitors the credit-worthiness of the promoters through well-defined entity appraisal guidelines that are configured from systematic institutional and project appraisal process analysis to assess the credit risk and define credit limits of borrower, thereby, limiting the credit risk to pre-calculated amounts. These processes include a detailed appraisal methodology, identification of risks and suitable structuring and credit risk mitigation measures in form of pre-disbursement conditions.

Other Financial Assets measured at Amortized Cost

Other financial assets measured at amortized cost includes loans and advances to employees and subsidiaries, security deposits and other amounts recoverable, including from Govt. of India. Credit risk related to these other financial assets is managed by monitoring the recoverability of such amounts continuously.

Investment in G-Sec, State Development loans and Debt Securities

Credit risk related to investment is managed by investment in Govt. Securities, State Development Loans and investment in

PSU Bonds with sound financial health and also diversifying the investment portfolio in different maturity/sector and monitoring the financial health on regular basis.

47.1.2 Expected Credit Losses (ECL) for financial assets other than loans

Company provides for expected credit losses on financial assets other than loans by assessing individual financial instruments for expectation of any credit losses:

-    For cash and cash equivalents and bank balances (other than cash and cash equivalents) - Since the Company deals with only high-rated banks and financial institutions for banking operations and the liquid funds category in the debt funds with consistent track record for short term investment of surplus funds, credit risk in respect of cash and cash equivalents, other bank balances and bank deposits is evaluated as very low.

-    For investments - Considering that the investments are in debt securities including Governemnet Securities/ minimum investment grade rated Government Companies, credit risk is considered low.

-    For other financial assets - Credit risk is evaluated based on Company's knowledge of the credit worthiness of those parties and loss allowance is measured for 12 month expected credit losses upon initial recognition and provide for lifetime expected credit losses upon significant increase in credit risk.

47.1.3 Expected Credit Loss for loans

For risk management reporting purposes, the Company considers and consolidates following elements of credit risk:

Credit default risk: The risk of loss arising from a debtor being unlikely to pay its loan obligations in full or the debtor is more than 90 days past due on any material credit obligation; default risk may impact all credit-sensitive transactions, including loans and securities.

Concentration risk: The risk associated with any single exposure or group of exposures with the potential to produce large enough losses to threaten Company's core operations.

(A) Credit Risk Management

The credit risk is managed at different levels including at appraisal, disbursements and post disbursement monitoring. The Company has “Integrated Rating Guidelines” and “Comprehensive Risk Management Policy”. To mitigate credit risk, the company follows systematic institutional and project appraisal process to assess the credit risk. These processes include a detailed appraisal methodology, identification of risks and suitable structuring and credit risk mitigation measures. Further, on regular basis the projects risk are reviewed and categorized as High/Moderate/Low based on different risk parameters and exposure of the project as per Project Risk Categorization Frameworks. The process for Credit Risk Management are as under:

(i)    The Company has “Integrated Rating Guidelines” covering credit assessment, risk grading, collateral requirements, reporting, monitoring of end utilisation of funds etc. Further, independent Lender legal counsels are appointed to ensure effective documentation and mitigation of legal risk

(ii)    For all existing private sector projects, where the Company is Lead Financial Institution, the Company engages Lender's Independent Engineers (LIE), Lender's Financial Advisors (lFa) and Lender's Insurance Advisors (LIA), which are independent agencies who act on behalf of various lenders and consortium members. LIE conducts periodic site visits and submits reports on progress status of the project, after discussion with borrower and inspection/ review of relevant documents. LFA submit the statements of fund flow and utilization of funds in the project periodically. In cases where the Company is not the lead Financial Institution, the tasks related to LIE and LFA services are being coordinated with the lead lender.

The Company also endeavors to appoint a separate Project Management Agency (PMA) for new projects being financed, which subsumes the entire works of LIE /Project Management Consultant (PMC), LFA and LIA for better coordination among the agencies. PMA is stationed at project site to closely monitor various day to day project execution activities including monitoring of project progress, review of EPC/non-EPC contracts & invoices, fund utilization and insurance for the project. PMA also verifies the bills of original equipment manufacturer/ supplier, composite works contractor and give its recommendation for disbursement. Initial due diligence is also be performed by PMA taking the sanctity of technical and financial parameters including original project cost & COD.

Concurrent Auditors/Agencies for Specialized monitoring/Cash Flow monitoring agencies are being appointed by REC/ Lenders on case to case basis for effective monitoring of Trust & Retention Account (TRA) for stressed projects.

(iii)    The Company has an authorisation structure for the approval and renewal of credit facilities. Authorisation limits have been established commensurating with the size of business proposal at CMD/Executive Committee/Loan Committee/ Board of Directors based on the recommendation of Screening Committee, as appropriate.

(iv)    The Company has developed risk grading structure to categorise its exposures according to the degree of risk of default by charging appropriate interest rates and security package.

(v)    Regular reports on the credit quality of loan portfolios are provided to Risk Management Committee and Board, which may require appropriate corrective action to be taken.

(vi)    External agencies are appointed from time to time to review the guidelines, policy and existing practices being followed by business units along with providing the specialist skills to promote best practice throughout the Company for management of credit risk.

(vii)    Individual and Group Credit Exposures are assessed against designated limits, before facilities are committed to borrowers by the business unit concerned. Sanction of additional facilities are also subject to the same review process.

(viii)    The Company continuously monitors delays and/ or default of borrowers & other counterparties and their recoverability. On occurrence of default in the borrower's account, the Company initiates necessary steps to cure the default which may involve action(s) including, but not limited to, Special Mention Account (SMA) reporting to RBI, credit information reporting to Central Repository of Information on Large Credits (CRILC), etc., monitoring of the TRA account, conversion of loan into equity as per loan agreement, restructuring of loan account, formulating resolution plan with the borrower, change in ownership, Corporate Insolvency Resolution Process (CIRP), sale of the exposures to other entities/ investors and other recovery mechanisms including invocation of guarantees/ securities to recover the dues.

(B) Credit risk Measurement

The impairment loss allowance on loan assets is provided as per Ind AS 109 in accordance with a board-approved policy, which measures the credit risk on the basis of key financial and operational parameters to assess improvement/ deterioration in credit quality. Management overlays to the model output, if any, are duly documented and approved by the Audit Committee. The evaluation of Expected Credit Loss (ECL) is undertaken by an independent agency, ICRA Analytics Limited (formerly ICRA Online Limited).

The Company has an internal system of grading for State Governments, Public Sector Undertakings and State Power Utilities. However, for Distribution Companies (DISCOMs), the Company adopts the ratings by the Ministry of Power as and when they are updated. These ratings are mapped with external rating grades published by various credit rating agencies as part of rating transition matrix. For private borrowers, the Company uses the external rating as published by various credit rating agencies, or proxy risk score in case such rating is not available. The proxy risk score model considers following parameters :

Quantitative factors

Debt/ EBITDA (30% weightage)

Return on Capital Employed (15% weightage)

Interest Coverage (25% weightage)

Gearing (Debt/Equity) (30% weightage)

Qualitative Factors

Quarter wise Operational Parameters like PPA, PLF, ACS - ARR Gap, and LAF Actual Default dates Status of the Project

(C)    Measurement of Expected Credit Loss (ECL)

Ind AS 109 outlines a “three stage” model for impairment based on changes in credit quality since initial recognition as summarised below:

-    A financial instrument that is not credit impaired on initial recognition and whose credit risk has not increased significantly since initial recognition is classified as “Stage 1”.

-    If a significant increase in credit risk since initial recognition is identified, the financial instrument is moved to “Stage 2” but is not yet deemed to be credit impaired.

-    If a financial instrument is credit impaired, it is moved to “Stage 3”.

-    Financial instrument in Stage 1 have their ECL measured at an amount equal to expected credit loss that results from default events possible within the next 12 months. Instruments in Stage 2 or Stage 3 criteria have their ECL measured on lifetime basis.

(D)    Significant Increase in Credit Risk (SICR)

The Company considers a financial instrument to have experienced a significant increase in credit risk when on any financial instrument if the payment is more than 30 days past due on its contractual payments.

(E)    Definition of default and credit-impaired assets

The Company defines a financial instrument as in default, which is fully aligned with the definition of credit-impaired, when the loan account is more than 90 days past due on its contractual payments or or any such period allowed by the company in line with circular issued by the Reserve Bank of India.

(F)    Measuring ECL - explanation of inputs, assumptions and estimation techniques

Expected credit losses are the product of the probability of default (PD), exposure at default (EAD) and loss given default (LGD), defined as follows:

-    PD represents the likelihood of the borrower defaulting on its obligation either over next 12 months or over the remaining lifetime of the instrument.

-    'EAD represents the amounts, including the principal outstanding, interest accrued and outstanding Letters of Comfort that the Company expects to be owed at the time of default.

-    LGD represents the Company's expectation of loss given that a default occurs. LGD is expressed in percentage and it shows the proportion of the amount that will actually be lost post recoveries in case of a default.

Determination of Probability of Default (PD)

The Company has analysed the available average annual rating transition matrices published by Credit Rating Agencies to arrive at annual transition matrix based PD. This annual transition matrix PD was extrapolated to arrive at the lifetime probability of default of various rating grades by loan tenure / maturity profile i.e. lifetime PD.

Loss Given Default (LGD) computation model

Based on the historical trend, research and industry benchmarking the Company has constructed a LGD model. Factors reviewed in the LGD model include Project cost per unit, PPA status, FSA status etc. Based on internal research the company has benchmarked these factors for Thermal, Renewable in Private Sector. In case of Private sector borrowers, the realizable value of the assets were arrived at using suitable assumptions, including valuation on outcome of the resolution process etc., to arrive at LGD. For State Government and Public sector projects, the Company has factored in the state support and assumed that the State/Central governments would step in to repay debt obligations of the state utilities as witnessed in the past.

(G)    Alignment of LGD in case of Stage 3 Assets

Stage-3 assets where REC and PFC (Group Companies) are in Consortium for Stage-III Loan accounts, LGD is taken on the following basis:

(a)    In cases where either REC or PFC is lead lender, LGD % calculated by the lead lender is adopted.

(b)    In cases where neither REC nor PFC is lead lender, higher of the LGD% worked out by REC and PFC is adopted.

(H)    Key assumptions used in measurement of ECL

(i)    The Company considers the date of initial recognition as the base date from which significant increase in credit risk is determined.

(ii)    EAD represents the amounts, including the principal outstanding, interest accrued and outstanding Letters of Comfort that the Company expects to be owed at the time of default.

(J)    Collateral and other credit enhancements

The Company employs a range of policies and practices to mitigate credit risk. The most common of these is accepting

collateral for funds disbursed. The Company has internal policies on the acceptability of specific classes of collateral or credit

risk mitigation. The principal collateral types for loans and advances are:

-    Mortgage of Immovable properties

-    Hypothecation of Moveable property

-    Assignment of project contract documents

-    Pledge of instruments through which promoters' contribution is infused in the project

-    Pledge of Promoter Shareholding

-    Corporate and personal Guarantee of Promoters

(K)    Loss allowance

The loss allowance recognized in the period is impacted by a variety of factors, as described below:

-    Transfers between Stage 1 and Stages 2 or 3 due to financial instruments experiencing significant increases (or decreases) of credit risk or becoming credit-impaired in the period, and the consequent “step up” (or “step down”) between 12-month and Lifetime ECL

-    Additional allowances for new financial instruments recognised during the period, as well as releases for financial instruments de-recognised in the period

-    Impact on the measurement of ECL due to changes in PDs, EADs and LGDs in the period, arising from regular refreshing of inputs to models

-    Financial assets derecognised during the period and write-offs of allowances related to assets that were written off during the period

(P)    In accordance with RBI Circular on Implementation of Ind AS by NBFCs dated 13.03.2020, had the loans otherwise required to be classified as NPA as per IRACP norms been considered, Gross NPA to Gross Loans ratio would have been 5.04% (previous year 6.60%) and Net NPA to Net Loans would have been 1.99% (previous year 3.46%) as at 31^st March 2021.

(Q)    Write off policy

The Company writes off financial assets, in whole or in part, when it has exhausted all practical recovery efforts and has concluded there is no reasonable expectation of recovery. Indicators that there is no reasonable expectation of recovery include ceasure of enforcement activity or where the Company's recovery method is foreclosing on collateral and the value of collateral is such that there is no reasonable expectation of recovery in full.

(R)    Business Model Policy

The Company determines its business model at the level that best reflects how it manages groups of financial assets to achieve its business objective. The Company's business model is not assessed on an instrument-by-instrument basis, but at a higher level of aggregated portfolios.

The Company is in the business of lending loans across power sector value chain and such loans are managed to realize the cash flows by collecting contractual payments (including principal and interest) over the tenure of the loan. Further, investments in the nature of debt investments and other financial assets may also be held by the Company to collect the contractual payments as per the agreed terms.

The Company's business model therefore is “hold to collect” for Loans, certain Financial Investments and Other Financial Assets. Such financial assets are measured at amortised cost if the contractual terms gives rise to cash flows that are solely payments of principal and interest on the amount outstanding.

(S)    Policy for sales out of amortised cost business

The Company does not resort to the sale of financial assets, including loan assets, in ordinary course of business.

However, the company may proceed for realization of amount due in respect of credit-impaired assets, as per the regulatory framework in India. As a result, the credit impaired loan may be either restructured/renegotiated or settled as part of IBC proceedings or otherwise and is assessed for derecognition as per the requirements of Ind AS 109 - Financial Instruments.

(v) Liquidity Coverage Ratio (LCR)

RBI, vide its Liquidity Framework dated 04 Nov, 2019 has stipulated maintaining of Liquidity Coverage Ratio (LCR) by NonDeposit taking NBFCs with asset size of more than ? 10,000 Crores w.e.f. 01 Dec, 2020. These guidelines of RBI aims to ensure that Company has an adequate stock of unencumbered High-Quality Liquid Assets (HQLA) that can be converted into cash easily and immediately to meet its liquidity needs for a 30 calendar day time horizon under a significantly severe liquidity stress scenario.

The LCR is represented by:

The Stock of High-Quality Liquid Assets Total Net Cash Outflows over the next 30 calendar days where,

(i)    Total net cash outflows is defined as the total expected cash outflows minus total expected cash inflows for the next 30 calendar days, where the cash flows are assigned a predefined stress percentage, as prescribed by RBI.

(ii)    High Quality Liquid Assets (HQLA) means liquid assets that can be readily sold or immediately converted into cash at little or no loss of value or used as collateral to obtain funds in a range of stress scenarios.

The LCR requirement is binding on NBFCs from December 1, 2020 with the minimum HQLAs to be held being 50% of the LCR, progressively reaching up to the required level of 100% by December 1,2024.

The Company from December 1, 2021 is maintaining the LCR @ 50% on monthly observations till February 28, 2021 and on every day basis thereafter (though RBI has prescribed LCR on every day basis from April 01, 2021 only).

At Present, HQLA investments are held in INR in the form of Government Securities(G-Sec)/ State Development Loans (SDLs) Securities and AAA/AA Corporate Bonds and auto swap balance with banks.

Composition of HQLA:

Out of the Stock of HQLA, the Government Securities is the highest proportion of HQLA followed by AAA/AA Corporate bonds and auto swap balances. The position of HQLA holding as on 31 March 2021 is as follows:

The Company is exposed to foreign currency risk from various foreign currency borrowings primarily denominated in USD, EURO, JPY and SGD. These borrowings are also exposed to interest rate risk as most of the borrowings are carrying floating interest rates linked to LIBOR, SOR etc. The Company has a risk management policy which aims to hedge foreign currency and interest rate arising from its borrowings denominated in a currency other than the functional currency of the Company. The Company uses combination of foreign currency options structures, forward contracts, cross currency swap and interest rate swaps to hedge its exposure to foreign currency and interest rate risk.

An Asset Liability Management Committee (ALCO) is currently functioning under the chairmanship of CMD with Functional Directors, executive directors and Chief General Managers from Finance and Operating Divisions as its members. ALCO monitors Foreign currency risk with exchange rate and interest rate managed through various derivative instruments. 'The Company enters into various derivative transactions to cover exchange rate through various instruments like foreign currency

Hedge accounting

The Company designates certain derivatives as hedging instruments in respect of foreign currency risk and interest rate risk in cash flow hedges. For option contracts, the Company designates only the intrinsic value of option contracts as a hedged item by excluding the time value of the option. The changes in the fair value of the aligned time value of the option are recognised in other comprehensive income and accumulated in the cost of hedging reserve. The time value of the options at the inception of the hedging relationship is reclassified to Profit or Loss on a straight-line basis.

Hedge ineffectiveness is determined at the inception of the hedge relationship, and through periodic prospective effectiveness assessments to ensure that an economic relationship exists between the hedged item and hedging instrument. The Company applies the following effectiveness testing strategies:

(i)    For cross currency swaps and interest rate swaps that exactly match the terms of the terms of the hedged item, the economic relationship and hedge effectiveness are based on the qualitative factors using critical terms match method.

(ii)    For other interest rate swaps (in cases of late designation), the Company uses dollar offset method using a hypothetical derivatives, dollar offset method is a quantitative method that consists of comparing the change in fair value or cash flows of the hedging instrument with the change in fair value or cash flows of the hedged item attributable to the hedged risk.

(iii)    For option structures, the Company analyses the behaviour of the hedging instrument and hedged item using regression analysis based dollar offset method.

The Company has established a hedge ratio of 1:1 for the hedging relationships as the underlying risk and notional amount of the hedging instruments are identical to the hedged items.

Interest rate risk is the risk that the future cash flows of a financial instrument will fluctuate because of changes in interest rates. Interest rates are dynamic and dependent on various internal and external factors including but not limited to RBI policy changes, liquidity in the market, movement of external benchmarks such as AAA bond/ G-Sec yields/ LIBOR etc. The Company manages its interest rate risk through various derivative contracts like interest rate swap contracts, forward interest rate contracts to minimize the risk of fluctuation in interest rates. The Company also uses cross-currency interest rate swaps as a cost-reduction strategy to benefit from the interest differentials in different currencies.

The above sensitivity analysis has been prepared assuming that the amount outstanding at the end of the reporting period remains outstanding for the whole year. A 50 basis point increase or decrease represents management's assessment of the reasonably possible change in interest rates.

47.4.1 Disclosures in respect of Interest Rate Benchmark Reform (IBOR)

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Mar 31, 2018

1.1 Allotment of Bonus Shares during the year and during preceding five years

During the FY 2017-18, no bonus shares were issued by the Company. However, the Company had allotted 98,74,59,000 Equity Shares as fully paid up by way of bonus shares during FY 2016-17.

1.2 The holders of the equity shares of the Company are entitled to receive dividends as and when declared by the Company and enjoy proportionate voting rights in case any resolution is put to vote. Further, the shareholders have all such rights, as may be available to a shareholder of a listed public company, under the Companies Act, 2013 and rules made thereunder, Companies Act, 1956 (to the extent applicable), SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Memorandum of Association and Articles of Association of the Company.

2.1 Draw down from Reserves

No amount has been drawn from the reserves during the year ended 31st March 2018. However, during the financial year 2016-17, an amount of Rs.86.75 crores after netting of taxes of Rs.45.92 crores had been adjusted in the retained earnings In accordance with the transitional provisions mentioned in the Guidance Note on Accounting for Derivative Contracts. Further, bonus shares had also been issued to the shareholders by capitalising Securities Premium Account by a sum of Rs.987.46 Crores during the previous year.

2.2 Debenture Redemption Reserve (DRR)

In accordance with provisions of Section 71(4) of the Companies Act, 2013 as further clarified by the Companies (Share Capital and Debentures) Rules, 2014 issued by Ministry of Corporate Affairs, Govt. of India, the company creates Debenture Redemption Reserve (DRR) upto 25% of the value of debentures issued through public issue as per present SEBI (Issue and Listing of Debt Securities) Regulations, 2008 during the maturity period of such debentures, and no DRR is required in the case of privately placed debentures.

Accordingly, during the year, the company has created DRR amounting to Rs.196.59 Crores (Previous year Rs.196.59 Crores).

2.3 Foreign Currency Monetary Item Translation Difference Account

The company has opted towards an irrevocable option for amortising the foreign exchange fluctuation loss/gain on the long term foreign currency monetary items over the balance period of such items in accordance with Para 46A of Accounting Standard 11 ‘The Effects of Changes in Foreign Exchange Rates’. The balance in ‘Foreign Currency Monetary Item Translation Difference Account’remaining to be amortised is Rs.63.10 Crores as at 31st March 2018 (Rs.36.31 Crores (gain) as at 31st March 2017).

2.4 Proposed Dividend

The dividend proposed for the year is as follows :

As per the requirements of Revised AS-4 as amended vide the Companies (Accounting Standards) Amendment Rules, 2016, the Company was not required to provide for dividend proposed by the Board of Directors for the financial year 2016-17 in the books of accounts for the same year, as the declaration of dividend was done after the year end. The appropriation towards final dividend for the last year was accordingly made during the current year.

3. Details of Borrowings

3.1 Long-term Debt

Non-current portion of the long term debt has been classified as ‘Long-term borrowings’and the current portion of the long term debt has been classified as “Current Maturities of Long-term debt’in Note-5 ‘Other Long-term and Short-term Liabilities’.

3.2 Security Details of the Secured Borrowings

The Bond Series 85, 86A, 86 B-III, 87-II, 87 A-III, 88, 90, 90 B-II, 90 C-II, 91-II and 92-II of Institutional Bonds are secured by a charge on (a) mortgage of Flat no. 640, Asiad Games Village, New Delhi and (b) pari passu charge on the receivables of our Company, both present and future, save and except receivables hypothecated to Vistra ITCL (India) Ltd. (formerly known as IL&FS Trust Company Ltd.) on the basis of joint hypothecation agreement dated 24th September, 2010 in favour of IDBI Trusteeship Services Ltd.

The Bond Series 116-II, 117, 118, 119 and 122 of Institutional Bonds are secured by a charge on first pari passu charge on the book debts of the issuer both present & future which are charged to other lenders / trustees and as may be agreed between the issuer and the trustee, pursuant to the terms of the Debenture /Bond Trust cum Hypothecation Deed with a minimum security cover of one time of the aggregate face value amount of the bonds outstanding at all times in favor of IDBI Trusteeship Services Ltd.

The Bond Series 123-I and 123-IIIB of Institutional Bonds are secured by way of first pari passu charge on the specified immovable property and the book debts of the Issuer which are charged to other lender / trustee and as may be agreed between the Issuer and the Trustee, pursuant to the terms of the Bond Trust Deed with a minimum security cover of one time of the aggregate face value of amount of bonds outstanding at all times and amount of interest due thereon in favor of IDBI Trusteeship Services Ltd.

The Bond Series IX of 54EC Capital Gain Tax Exemption Bonds is secured by first pari passu charge on (a) mortgage of premises at Sub Plot No. 8, TPS No 2, FP No. 584P, situated at Village Subhanpura, Distt Vadodara and (b) hypothecation of receivables (other than those that are exclusively charged/earmarked to lenders / other Trustees) in favour of IDBI Trusteeship Services Ltd.

Tax Free Bonds issued during FY 2011-12 are secured by first pari passu charge on premises at Shop No. 12, Ground Floor, Block No. 35, Church Road, Mylapore, Chennai and hypothecation of receivables of Rs.4,998.66 Crores of MSEDCL in favour of Vistra ITCL (India) Ltd. (formerly known as IL&FS Trust Company Ltd.).

Tax Free Bonds issued during FY 2013-14 are secured by first pari passu charge on the book debts (other than those that are exclusively charged/earmarked to lenders / other Trustees) of the Company in favour of SBICap Trustee Company Ltd.

The Bond Series X & Series XI of 54EC Capital Gain Tax Exemption Bonds and Tax Free Bonds issued during FY 2012-13 & 2015-16 are secured by first pari passu charge on (a) mortgage of premises at Sub Plot No. 8, TPS No 2, FP No. 584P, situated at Village Subhanpura, Distt Vadodara and (b) hypothecation of receivables (other than those that are exclusively charged/ earmarked to lenders / other Trustees) in favour of SBICap Trustee Company Ltd.

The term loan from Life Insurance Corporation of India is secured by a charge on the receivables of our Company, both present and future, save and except certain specific receivables hypothecated to Vistra ITCL (India) Ltd. (formerly known as IL&FS Trust Company Ltd.) on the basis of joint hypothecation agreement dated 24th September, 2010 in favour of IDBI Trusteeship Services Ltd.

3.3 Foreign Currency Borrowings in Note No. 3.4(b)(i)(3) and (4) have been raised at interest rates ranging from a spread of 65 bps to 150 bps over 6 Months’USD/JPY LIBOR (London Inter Bank Offered Rate)

3.4 In respect of foreign currency borrowings, the company has also executed cross currency swaps (principal and/or interest) to hedge the Foreign Currency Exposure. The outstanding position of Foreign Currency Exposure as at 31st March 2018 is as under:

3.5 REC launched its maiden USD Green Bonds in June 2017 to become the first Indian PSU to launch Green Bonds denominated in US Dollars and raised US$ 450 million for a tenure of ten years from the offshore market. The Green Bonds, listed on the London Stock Exchange and Singapore Stock Exchange, have been certified by the Climate Bond Initiative, London while the ‘Green Bond framework’formulated by REC has been verified by KPMG. The issue proceeds have been utilized for financing existing projects including re-financing and new eligible green projects in accordance with the Green Bond framework.

3.6 Ratings assigned by credit rating agencies and migration of ratings during the year Domestic and International Credit Rating

The domestic debt instruments of REC continue to enjoy “AAA” rating - the highest rating assigned by CRISIL, CARE, India Ratings & Research & ICRA-Credit Rating Agencies.

REC enjoys international credit rating of “Baa3” and “BBB-” from International Credit Rating Agencies Moody’s and FITCH respectively.

There has been no migration of ratings during the year.

3.7 The Company had come across an instance of fraudulent encashment through forged documents of money invested by one of the investors in 54EC Capital Gains tax Exemption Bonds by some impersonator during the year 2016-17. Based on the complaint filed by the Company, the police filed an FIR against the unknown person and the officials of then Registrar and Transfer Agent (R&TA). Further, an amount of Rs.0.59 Crore had been shown recoverable from the RTA in the books of accounts and the matter duly reported to the Reserve Bank of India (RBI). A criminal case has also been filed by the police against the suspected culprits. REC has filed a civil suit on 1st March, 2018 against the erstwhile R&TA (M/s RCMC Share Registry Pvt. Ltd.) for recovery of the dues.

4.1 The Company has no intention to make withdrawal from the special reserve created and maintained under section 36(1)(viii) of the Income Tax Act, 1961. Hence, the special reserve created and maintained is not capable of being reversed and thus, it becomes a permanent difference as per Accounting Standard 22. Accordingly, the Company is not creating any deferred tax liability on the said reserve.

5.1 Subsidy Under Accelerated Generation & Supply Programme (AG&SP):

The Company is maintaining an Interest Subsidy Fund Account and was given AG&SP subsidy (for disbursement to the eligible borrowers) by Govt. of India at net present value calculated at indicative rates and year in accordance with GOI’s letter vide D.O.No. 32024/17/97-PFC dated 23.09.1997 and O.M.No.32024/23/2001-PFC dated 07.03.2003 irrespective of the actual repayment schedule, moratorium year and duration of repayment of the eligible schemes. The impact of difference between the indicative rate and year considered at the time of drawl and the actual can be ascertained only after the end of the respective schemes.

Net amount of Rs.0.53 Crores as at 31st March 2018 (Rs.0.86 Crores as at 31st March 2017) represents the balance amount of interest subsidy fund, which is to be passed on to the borrowers against their interest liability arising in future, under Accelerated Generation & Supply Programme (AG&SP), which comprises of the following :-

5.2 Government of India has appointed Rural Electrification Corporation Ltd. as a nodal agency for implementation of Deen Dayal Upadhyaya Gram Jyoti Yojna (DDUGJY). The funds received for disbursement to various agencies under the scheme are kept in a separate bank account. The undisbursed funds for the scheme (including the funds received under erstwhile RGGVY Scheme) including interest earned thereto are classified under “Undisbursed Subsidy/ grant” under the head “Other Current Liabilities”.

During the period, interest earned of Rs.18.15 Crores (Previous year Rs.24.84 Crores) has been taken to DDUGJY Subsidy account. Further, during the year, an amount of Rs.10.33 crores (Previous year Rs.40.78 crores) has been refunded back to MoP out of the total interest on subsidy.

5.3 For meeting GOI’s funding requirement of DDUGJY Scheme, during the year, the Company has raised an aggregate amount of Rs.4,000 crore through unsecured, redeemable, non-convertible, taxable bonds in the nature of debentures of face value of Rs.10 lacs at par on private placement basis. As per Ministry of Power (MoP) letter dated 19th March 2018, the repayment of principal and interest of the above bonds shall be made by GoI by making suitable budget provisions in the demand of Ministry of Power. Accordingly, the amount of such bonds along-with interest is also appearing as recoverable by the Company from GoI.

6.1 Investments include Rs.6.15 Crores (Previous year Rs.6.15 Crores) representing company’s contribution in the units of ‘Small is Beautiful (SIB ) Venture Capital fund’promoted by KSK Energy Ventures Limited.

The face value of the fund is Rs.10 per unit. The NAV as on 31.03.2018 is Rs.10.17 per unit (Previous year Rs.10.24 per unit).

Further, investments also include Rs.1.25 Crores (Previous year Rs.1.25 Crores) representing company’s investment in equity shares of Indian Energy Exchange Ltd. (IEX)

* The consolidated financial statements of the Company for the FY 2016-17 had been prepared considering the unaudited financial statements of the joint venture, Energy Efficiency Services Limited (EESL). However, the financial statements of EESL were subsequently audited on 30th May 2017. Further, the audited financial statements for the year ended 31st March 2017 have been prepared under Indian Accounting Standards (Ind-AS). The unaudited financial statements for the year ended 31st March 2018 have been prepared as per Indian GAAP and certified by the Management.

7.1.1 Loan balance confirmations for 87% of total loan assets as at 31st March 2018 have been received from the borrowers. Out of the remaining 13% loan assets amounting to Rs.30,013 crore for which balance confirmations have not been received, 81% loans are secured by way of hypothecation of assets, 15% by way of Government Guarantee/ Loans to Government and 4% are unsecured loans.

7.1.2 Loan Assets also include amount financed by the Company as per the Scheme for Financial Restructuring of State Distribution Companies (Discoms).

7.1.3 REC, as a lead lender had sanctioned Rs.650 Crore as initial sanction to Corporate Power Limited for 540 MW Phase-I TPP at Chandwa, Jharkhand. The debt is secured by way of combination of securities representing charge on all the Company’s present and future immovable properties, movables, all bank accounts, project documents, clearances, letter of credits, guarantees, insurance contracts and insurance proceeds etc., pledge of shares representing 51% of the total paid up equity share capital of the Company and Corporate Guarantee of Corporate Ispat and Alloys Limited (CIAL). Subsequently, REC, had sanctioned Rs.196 Crore as additional loan towards funding of cost overrun. As at 31st March 2018, the loan outstanding is Rs.811.74 crores.

The account had become NPA on 30th June 2014. As at 31st March 2018, the account of the borrower is classified as Doubtful asset. In line with Independent valuer’s report, 100% provision to the extent of loan not covered by the realizable value of the security amounting to Rs.587.47 Crores and for the balance loan amount of Rs.224.27 Crores, 30% provision amounting to Rs.67.29 Crores has been created in the books as per Significant Accounting Policy no 2.3(ii). As such, total provision created as on 31st March 2018 is Rs.654.75 Crores.

Recall notice has been served to the borrower and Corporate guarantee of promoter Company, CIAL, has been invoked. REC and ARCIL have joined the winding up petition filed by one the employee of CIAL before the Calcutta High Court against CIAL. Meanwhile CIAL moved to Board of Industrial and Financial Reconstruction (BIFR), pursuant thereto, Hon’ble High Court abated the winding up petition. Lenders are exploring various options for the revival of the project including change in the management. With the consent of lenders, ARCIL has initiated the proceedings under SARFAeSi Act. ARCIL has taken the possession of the Project site and deployed security for protection of the project. Lenders have also filed joint Original Application (OA) before Debt Recovery Tribunal (DRT), Calcutta for recovery of dues.

7.1.4 REC has sanctioned Rs.1,150 Crore to Jas Infrastructure & Power Limited (JIPL) wherein total disbursement is Rs.33.24 Crores till 31st March 2018. The account has become NPA on 30th June 2014. As at 31st March 2018, the account of the borrower is classified as Doubtful asset. In line with the Independent valuer’s report, 100% provision to the extent of loan not covered by the realizable value of the security amounting to Rs.31.48 crore and for the balance loan amount of Rs.1.77 crores, 30% provision amounting to Rs.0.53 crores is created in the books as per Significant Accounting Policy No. 2.3(ii). As such, total provision created as at 31st March 2018 is Rs.32.01 Crores on total loan outstanding of Rs.33.24 Crores.

Lenders have already initiated recovery. Recall notice has been served to the borrower and Personal guarantee of promoter has been invoked. Original Application has been filed by the REC before DRT for recovery of dues. Further, lenders have jointly taken action under the provision of the SARFAESI Act. PNB acting as Lead has taken the symbolic possession of the project by issuing Notice under section 13(4) of SARFEASI Act.

7.1.5 As at 31st March 2018, the dues of one of the borrowers were overdue for more than 3 months, thus, exceeding the time limit for classification of the borrower as ‘Standard Asset’. However, the borrower had obtained an ad-interim order from Hon’ble High Court of Madras on 18th September 2015 not to classify the account as NPA. In view of the same, the classification of the borrower has been retained as ‘Restructured Standard Asset’pending final decision of the Court. During the financial year 2016-17, based on the decision taken by lenders in the JLF subsequent to the court order, the accrued interest of Rs.426.09 crores (Rs.88.79 cr pertaining to Financial year 2016-17) has been adjusted through disbursement of loan as per the terms of sanction and the income recognised accordingly. However, since the account is currently into Restructured Standard Loan Assets category, a provision of 5% amounting to Rs.115.10 Crores had been created in full in respect of the loan as against creating the same in phased manner in accordance with Significant Accounting Policy 2.3(iv). Apart from this, as a matter of prudence, an additional provision amounting to Rs.103.59 Crores has been created @ 4.50% of the loan over and above 5% provision. Accordingly, as on 31st March 2018, the total provision of Rs.218.69 Crores stands created against the project and unrealized income of Rs.382.35 Crores has also not been recognized for the financial year 2017-18. An application has been filed by REC for vacation of stay order issued by Hon’ble High Court of Madras. REC has filed an Application before High Court, Madaras for dismissal of the Writ Petition.

7.1.6 REC had sanctioned Rs.390 Crores to M/s Lanco Teesta Hydro Power Limited with ICICI Bank as Lead lender having initial project SCOD in May 2012. However, due to equity crunch of promoters, geological surprises and poor rock strata, project couldn’t be commissioned till date. In order to revive the Project, which is stalled at present, change in ownership is an important imperative which ensures that additional resources are brought in by the new investor. Towards this end, change of ownership could be effectively considered under the recent RBI dispensation on Strategic Debt Restructuring (SDR) dated 8th June 2015. In terms of SDR Regulations dated 8th June 2015 issued by RBI, the Lenders’consortium had decided to invoke the SDR in the lenders’meet held on 24th July 2015. Accordingly, REC, on 24th September 2015, approved the Strategic Debt Restructuring (SDR) package pursuant to RBI circular dated 8th June 2015, for conversion of Rs.102 Crores out of REC’s outstanding loan into equity at face value of Rs.10/- per share towards effecting the change in Management. Subsequently, on 20th October 2015, necessary documentation had been carried out along with the signing of shareholder’s agreement and an amount of Rs.102 Crores of REC’s sanction had been converted into equity. As per SDR scheme, asset classification shall remain standard up to 18 months from 24th July 2015 i.e. 23rd January 2017 and within this timeline, a suitable investor had to be identified and the exercise of change in management shall have to be completed failing which the asset classification will be as per the extant IRAC norms, assuming the aforesaid ‘stand-still’in asset classification had not been given. the asset classification has now been downgraded to Doubtful Category and as on 31st March 2018 total provision of Rs.71.04 Cr has been created @ 30% of the outstanding loan. Further a provision @ 30% has also been created on the investment portion. The project company has now been admitted under Insolvency and Bankruptcy Code 2016 by NCLT, Hyderabad on 16th March 2018 to initiate Corporate Insolvency Resolution Proceeding (CIRP).

7.1.7 REC has given a loan to M/s Ind Barath Power (Madras) Limited (IBPML) under consortium lending with PFC being the lead lender. The total disbursement towards IBPML by three consortium lenders was Rs.947.71 crore. Out of this, Rs.573.99 crore kept as FDs, were utilized by the borrower from TRA for other than the project purposes. The matter has since been reported to RBI on 26th February 2018. Accordingly, the company has created a provision of Rs.145.67 crores during the current quarter, making total of 100% provision on its loan outstanding of Rs.416.21 crores as at 31st March, 2018. One of the operational creditor of IBPML has filed application under section 9 of the Insolvency and Bankruptcy Code 2016 and based on which NCLT has initiated Corporate Insolvency Resolution Process against IBPML. Resolution Professional has been appointed and REC has filed its claim before the Resolution Professional.

7.1.8 Facor Power Limited (FPL) has become NPA on 30th September 2015 due to default in payment of dues. After initiating recovery action and issue of demand notices, the Company issued notice u/s 13(4) of SARFAeSi Act for symbolic possession on 3rd November 2016 which was challenged by the borrower before DRT. Consequent to favorable disposal of litigation, REC has taken over the management control of FPL along with physical possession on 7th November 2017 under section 13(4)(b) of the SARFAESI Act after issuing necessary notice/publication. The erstwhile directors of FPL were suspended and replaced with three officers of REC out of which one of the directors is managing the day to day activities as Chief Executive Officer of FPL. The actions of REC are being challenged by the promoter of the borrower company in DRT which is subjudice.

7.1.9 REC has extended a loan of Rs.217 Crores (Outstanding loan amount as at 31st March 2018 - Rs.197.24 Crores) to Gati Infrastructure Private Limited for the implementation of 2X55 MW HEP in Sikkim with Edelweisse Asset Reconstruction Company (EARC) as Lead lender. Project achieved COD on 18th May 2013 and is operational since then. Lower revenue realization due to short term arrangment is causing stress on project cash flows. Lenders have invoked pledged shares under Outside SDR scheme considering 05th December 2016 as reference date and shares have been transferred to Security trustee on behalf of all lenders. Further the process of inducting a suitable investor/prospective buyer is underway. Long term PPA is expected soon for supplying power to Haryana Discoms.

7.1.10 REC has extended a loan of Rs.325 Crores (Outstanding loan amount as on 31st March 2018 - Rs.321.04 Crores) to Jhabua Power Ltd for the implementation of 1X600 MW TPP in Seoni Dist. in Madhya Pradesh with Axis Bank as Lead lender. Project achieved COD on 31st March 2015 and is operational since then. As the project was suffering due to lower revenue realization, Lenders have invoked pledged shares under Outside SDR Scheme with 23rd June 2017 as reference date. Accordingly pledged shares have been transferred to Security trustee agent on behalf of all lenders. Additionally, to effect change in current management/promoters lenders have initiated open auction process and the same is underway.

The pay revision of the employees of the Company is due w.e.f.1 January 2017. Pending final notification of the revised Pay Scales and other benefits by the Govt. of India, an estimated provision of Rs.44.31 crores has been created during the year ended 31st March 2018 and the cumulative provision in this respect as at 31st March 2018 is Rs.58.90 crore towards pay revision arrears as the recommendations of 3rd Pay Revision Committee constituted by the Department of Public Enterprises (DPE), Govt. of India. This provision is inclusive of the provision created for non-executive employees for whom arrears have also been considered in line with these recommendations. Actuarial valuation of employees benefits has also been carried out on the basis of proposed pay scales.

8.1 Disclosure in respect of CSR Expenses:

(a) Gross Amount required to be spent by the Company during the year 2017-18 is Rs.161.95 Crores (Previous year Rs.146.57 Crores).

(b) Amount spent during the year (Rs.in Crores) :

9.1 The Company has taken office space, accommodations for staff and space for ERP Data Centre on lease. These are classified as operating lease. Lease payments in respect of office space and data centre amounting to Rs.9.26 Crores (Previous year Rs.5.03 Crores) is shown under the head ‘Other Expenses’. Lease payments in respect of accommodations for staff amounting to Rs.2.05 Crores (Previous year Rs.2.92 Crores) form part of ‘Employees Benefit Expense.’Future lease payments in respect of these lease agreements are as under:

The amount referred to in ‘A’above includes Rs.0.08 Crores (Previous year Rs.2.37 Crores) in respect of cases pending in various courts including arbitration cases and is dependent upon the outcome of settlement of court/arbitration cases.

Further, it also includes Rs.94.59 Crores (Previous year Rs.83.31 Crores) against various demands raised by the Income Tax Department/ Service Tax Department including the cases pending in Delhi High Court/ Supreme Court. The company is contesting these tax demands and the management believes that its position will likely be upheld in the appellate process. Further, the ultimate outcome of these proceedings will not have a material adverse effect on the Company’s financial position and results of operations.

10. The Company is registered with the Reserve Bank of India (RBI) as a Non-Banking Financial Company (NBFC) since 199798. As per notification No.DNBS(PD).CC No.12/02.01/99-2000 dated 13.1.2000 of RBI, Govt. companies as defined under Section 617 of the Companies Act, 1956 have been exempted from applicability of the provisions of Reserve Bank of India Act, 1934 relating to maintenance of liquid assets and creation of Reserve Funds and the Directions relating to acceptance of public deposits and Prudential Norms. The said notification is also applicable to REC, being a Govt. company as defined under Section 2 (45) of the Companies Act, 2013 (Section 617 of the erstwhile Companies Act, 1956). Accordingly, the Reserve Fund is not created.

Further, as per Para No. 2 (3) of RBI’s Master Circular No. DNBR.PD.008/ 03.10.119 / 2016-17 dated 1 September, 2016, REC being a Government Company continues to be exempted from the applicability of “Systemically Important Non-Banking Financial (Non-Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions, 2015”. However, RBI, vide its letters dated 25 July 2013 and 4 April 2014, has conveyed to the Company to comply with the Prudential Norms of RBI by 31st March, 2016 and follow the instructions contained in RBI Circular dated 23 January 2014 issued vide Notification No. DNBS (PD) No. 271/ CGM (NSV)-2014 in respect of restructuring of assets. Later, RBI vide its letter dated 11 June 2014 has allowed exemption to the Company from RBI restructuring norms till 31 March 2017 for Transmission & Distribution, Renovation & Modernisation and Life Extension projects and also the Hydro projects in Himalayan region or affected by natural disasters. Further for new project loans to generating companies restructured w.e.f. 1 April 2015, the provisioning requirement would be 5% and for stock of loans as on 31 March 2015 of such projects, the provisioning shall commence with a provision of 2.75% w.e.f 31 March 2015 and reaching 5% by 31 March 2018.

In accordance with clarification from RBI vide email dated 10th August 17, T&D, R&M and life extension projects as also the hydro projects in Himalayan region or affected by natural disaster are regulated by RBI restructuring norms with effect from 1st April 2017.

11. RBI, vide its letter dated 17th September 2010 had categorized REC as an Infrastructure Finance Company (IFC) in terms of instructions contained in RBI Circular CC No.168 dated 12th February 2010. As an IFC, the total permissible exposure for lending in the private sector is 25% of owned funds in case of single borrower and 40% in case of a single group of borrowers and exposure for lending and investing taken together can be upto 30% and 50% of owned funds, respectively.

In respect of Central/State Government entities, RBI vide its letter No.DNBR.PD.CO.No.2184/03.10.001/2015-16 dated 16th June 2016 has exempted REC from applicability of RBI’s concentration of credit/investment norms till 31st March, 2022. In view of the above, our maximum credit exposure limits to Central and State power Utilities continue to vary from 50% to 250% of owned funds, depending upon entity appraisal.

In respect of Private Sector entities, the Company’s credit exposure to single borrowers and group borrowers did not exceed the RBI prudential exposure limits as at 31st March 2018 and 31st March 2017.

12. Changes in Accounting Policies

During the year, the Company has revised the accounting policy for amortization of one time arrangement fee incurred in raising of foreign currency borrowings and premium paid towards hedging contracts over the period of such borrowings/ contracts. Due to this change in accounting policy, profit before tax for the year ended 31st March 2018 is higher by Rs.220.75 Crores.

Further, the policy for recognising the agency fee on Government schemes has now been changed to recognise such income on accrual basis. Due to this change in accounting policy, profit before tax for the year ended 31st March 2018 is higher by Rs.136.45 Crores.

Since the validity of certain exemptions given by RBI had expired during the current year in respect of classification of loan assets, the Company has modified the accounting policy in respect of asset classification and provisioning to bring it in line with RBI Master Directions. Due to this change in accounting policy, profit before tax for the year ended 31st March 2018 is lower by Rs.146.09 Crores.

Due to these changes in accounting policies, profit before tax for the year ended 31st March 2018 is higher by Rs.211.11 Crores.

Reserve Bank of India (RBI) vide Notification No. DBR.No.BP.BC.101/21.04.048/2017-18 dated 12th February 2018 issued a Revised Framework for Resolution of Stressed Asset, which superseded the existing guidelines on CDR/ SDR/ Change in ownership outside SDR, Flexible Structuring of Existing Long Term Project Loans (5/25 Scheme) and S4A scheme. While the notification is applicable to all Scheduled Commercial Banks (excluding Regional Rural Banks (RRB)) and all-India Financial Institutions (Exim Bank, NABARD, NHB and SIDBI), the guidelines per se are not applicable to the Company, being NBFC-IFC. However, as a matter of prudence, REC has also followed these guidelines and classified loans amounting to Rs.9,591.39 crores as NPAs as at 31st March 2018.

13. Exposure Related Disclosures

13.1 Exposure to Real Estate Sector

The Company has no exposure to real estate sector as at 31st March 2018 (Previous year Nil).

13.2 Exposure to Capital Market

13.3 Unsecured Advances against Intangible Assets

There are no such advances outstanding as at 31st March 2018 (Previous year Nil) for which intangible collaterals such as rights, licenses, authority, etc. are charged in favour of the Company in respect of projects financed by the Company.

14. The Company has not entered into any securitisation/ assignment transactions during the year ended 31st March 2018 (Previous year Nil). Further, no assets have been sold to securitisation/ reconstruction company for asset reconstruction. The Company has also not entered into any transaction of sale and purchase of non-performing financial assets.

15. Implementation of Govt. Schemes

15.1 Pradhan Mantri Sahaj Bijli Har Ghar Yojana (SAUBHAGYA)

Government of India has launched a scheme “Pradhan Mantri Sahaj Bijli Har Ghar Yojana” - Saubhagya to achieve universal household electrification in the country. The scheme envisages to provide last mile connectivity and electricity connections to all remaining un-electrified households in rural areas and poor households in urban areas by 31st March 2019. The scheme has been launched with a total cost of Rs.16,320 Crore including Gross Budgetary Support of Rs.12,320 Crore from Govt. of India during the entire implementation period. REC has been nominated as the Nodal Agency responsible for operationalization of scheme in the entire country.

15.2 Deen Dayal Upadhyaya Gram Jyoti Yojana (DDUGJY)

Government of India has launched Deen Dayal Upadhyaya Gram Jyoti Yojana (DDUGJY) with the following components:

(i) Separation of agriculture and non-agriculture feeders facilitating judicious rostering of supply to agriculture & nonagriculture consumers in the rural areas;

(ii) Strengthening and augmentation of sub-transmission & distribution infrastructure in rural areas, including metering of distribution transformers/feeders/consumers

(iii) Rural electrification, as per CCEA approval dated 01.08.2013 for completion of the targets laid down under RGGVY for 12th and 13th Plans by carrying forward the approved outlay for RGGVY to DDUGJY.

The components at (i) and (ii) of the above scheme will have an estimated outlay of Rs.43,033 crore including budgetary support of Rs.33,453 crore from Government of India during the entire implementation period. The scheme of RGGVY as approved by CCEA for continuation in 12th and 13th plan will get subsumed in this scheme as a separate Rural Electrification (RE) component. REC has been nominated as nodal agency for operationalization of this scheme.

15.3 National Electricity Fund (NEF)

The National Electricity Fund (NEF), an interest subsidy scheme, has become operational during the year 2012-13. The scheme has been introduced by Govt. of India to promote the capital investment in the distribution sector. The scheme shall provide interest subsidy linked with reform measures, on the loans taken by public and private distribution power utilities for various capital works under Distribution sector. NEF would provide interest subsidy aggregating upto Rs.8,466 Crores (including interest subsidy to the borrowers, service charges to the nodal agency, payments to independent evaluators and other incidental expenses) spread over 14 years for loan disbursement against projects approved during 2012-13 and 2013-14. REC has been nominated as Nodal Agency for operationalisation of the NEF scheme in entire country.

16. In the opinion of the management, the current assets, loans and advances appearing in the balance sheet have a value equivalent to the amount stated therein if realized during the ordinary course of business and all known liabilities have been provided.

17. There are no Micro and Small Enterprises, to whom the Company owes dues, which are outstanding for more than 45 days as at 31st March 2018. This information as required to be disclosed under the Micro, Small and Medium Enterprises Development Act, 2006 has been determined to the extent the status of such parties identified on the basis of information available with the Company.

17.1 The Company has not entered into any exchange traded Interest Rate (IR) derivatives.

17.2 Disclosure on Risk Exposure in Derivatives

17.1.1 Qualitative Disclosures

REC has Risk Management Policy duly approved by the Board. The policy covers the currency risk of the company. This policy provides the guiding parameters within which the Company can take decisions for managing the Currency Risk that it is exposed to on account of foreign currency loan. The purpose of the policy is to provide a framework to the Company for management of its foreign currency risk.

Risk Management Structure

An Asset Liability Management Committee (ALCO) is currently functioning under the chairmanship of CMD, Director (Finance), Director (Technical), Executive Directors and General Managers from Finance and Operating Divisions as its members. ALCO monitors Foreign currency risk with exchange rate and interest rate managed through various derivative instruments.

Derivative transactions include forwards, interest rate swaps, cross currency swaps and currency and cross currency options to hedge assets and liabilities. These derivative transactions are done for hedging purpose and not for trading or speculative purpose.

Type of Risks Involved

(i) Credit Risk - Credit risk is the risk of loss due to counterparty’s failure to perform on an obligation to the Company.

(ii) Market Risk - Market risk is the risk of loss due to adverse changes in the market value (the price) of an instrument or portfolio of instruments. Such exposures occurs with respect to derivative instruments when changes occur in market factors such as underlying interest rates, exchange rates etc or in the volitality of these factors.

(iii) Liquidity Risk - Liquidity risk is the risk of loss due to failure of the institution to meet its funding requirments or execute a transaction at a reasonable price. This may be market liquidity risk or funding liquidity risk.

(iv) Operational Risk - Operational risk is the risk of loss occuring as a result of inadequate system and control, deficiencies in information system, human error or a management failure. Derivative activities can pose challenging operational risk issue because of complexity of certain products and their continual evolution.

(v) Legal Risk - Legal risk is the risk of loss arising from contracts which are not legally enforceable or documented correctly.

(vi) Regulatory Risk - Regulatory risk is the risk of loss arising from failure to comply with regulatory or legal requirements.

18. Related Party Disclosures :

(1) Key Managerial Personnel

Dr. P.V. Ramesh Chairman & Managing Director

Sh. Ajeet Kumar Agarwal Director (Finance)

Sh. Sanjeev Kumar Gupta Director (Technical)

Sh. J.S. Amitabh GM & Company Secretary

(2) Other Related Parties

1. Subsidiary Companies

REC Transmission Projects Company Limited (RECTPCL)

REC Power Distribution Company Limited (RECPDCL)

In view of Ministry of Power’s Office Memorandum dated 30th August, 2017 and to have better operational efficiency and to reap the benefits of higher capital base & pooled resources, it was decided to merge two unlisted wholly owned subsidiary companies of Rural Electrification Corporation Limited i.e. REC Power Distribution Company Limited (RECPDCL) and REC Transmission Projects Company Limited (RECTPCL) into one single entity.

Accordingly, as per provisions of the Companies Act, 2013 and Rules made thereunder, after the approval of Board of Directors, shareholders, creditors of respective companies and approval of Holding company i.e. REC, an application has been filed with the Ministry of Corporate Affairs (MCA) on 27th March, 2018 for sanction of Scheme of Arrangement for amalgamation of RECTPCL (Transferor Company) with RECPDCL (Transferee Company) and approval of the same is awaited.

2. Wholly owned Subsidiaries of REC Transmission Projects Company Limited Dinchang Transmission Limited - Incorporated on 02.12.2015 Ghatampur Transmission Limited - Incorporated on 02.12.2016

ERSS XXI Transmission Limited - Incorporated on 11.01.2017 and transferred to M/s Powergrid Corporation of India Limited (PGCIL) on 12.01.2018, substantially upon the terms and conditions as detailed in the Share Purchase Agreement executed between RECTPCL, ERSS XXI Transmission Limited and PGCIL.

WR-NR Power Transmission Limited - Incorporated on 12.01.2017 and transferred to M/s Powergrid Corporation of India Limited (PGCIL) on 27.03.2018, substantially upon the terms and conditions as detailed in the Share Purchase Agreement executed between RECTPCL, WR-NR Power Transmission Limited and PGCIL.

Chandil Transmission Limited - Incorporated on 14th March, 2018 Koderma Transmission Limited - Incorporated on 19th March, 2018 Dumka Transmission Limited - Incorporated on 23rd March, 2018 Mandar Transmission Limited - Incorporated on 26th March, 2018

19. Disclosures for Employee Benefits as required under AS 15:

(1) Defined Contribution Plans

A. Provident Fund

Company pays fixed contribution of Provident Fund at pre-determined rates to a separate trust registered under The Provident Fund Act, 1925 which invests the funds in permitted securities. The trust fixes the rate of interest on contribution to the members of the fund based upon the returns earned on investments during the year. Since the Act does not prescribe the minimum interest to be paid to the members of the fund, it is considered as Defined Contribution Plan as per the provisions of AS 15.

B. Defined Contribution Superannuation Scheme

The Company pays fixed contribution towards superannuation scheme at pre-determined rates to NPS Trust/ separate trust which invests the funds with the Insurers. The Insurers fix the rate of interest on the balance standing to the credit of the accounts of the members of the trust. When the pension becomes payable to the member, the Insurers shall appropriate the member’s accumulation towards various annuities, as opted for by the member.

(2) Defined Benefit Plans - Post-Employment Benefits

A. Gratuity

The Company has a defined benefit gratuity plan. Every employee is entitled to gratuity as per the provisions of the Payment of Gratuity Act, 1972. The scheme is funded by the Company and is managed by separate trust. The liability of Gratuity is recognized on the basis of actuarial valuation.

B. Post Retirement Medical Facility (PRMF)

The Company has Post Retirement Medical Facility under which the entitled retired employees (including his/her spouse) are covered as per Company Rules. The expenditure is recognized in the Statement of Profit & Loss on the basis of actuarial valuation.

C. Other Defined Retirement Benefit (ODRB)

The Company has a scheme for settlement of the employee and their dependents at the time of superannuation at home town. The expenditure is recognized in the Statement of Profit & Loss on the basis of actuarial valuation.

The summarized position of various defined benefits recognized in the Statement of Profit & Loss, Balance Sheet and the funded status is as under:

- The Expected Rate of Return on Assets is the assumed rate of return (annualised).

- The Principle assumptions are the discount rate and salary growth rate. The discount rate is generally based on the market yields available on govt. bonds at the reporting date with a term that matches the liabilities and the salary growth rate takes account of inflation, seniority, promotions and other relevant factors as long term basis. The above information is certified by the Actuary.

20. Status of Documentation Subsequent to Unbundling of SEBs

Some of the erstwhile State Electricity Boards (SEBs) against whom loans were outstanding or on whose behalf guarantees were given, were restructured by the respective State Governments and new entities were formed in the past. Consequently, the liabilities of the erstwhile SEBs stand transferred to new entities. However, transfer agreements in the case of Chhattisgarh State Electricity Board (CSEB) are yet to be executed amongst the Company, new entity and the State Government. Agreements in case of erstwhile Tamil Nadu State Electricity Board (TNEB) have been executed based on the provisional provisions of the Tamil Nadu Electricity (Re-organisation and Reforms) Transfer Scheme, 2010. However further transfer agreements in this regard shall be executed, once finalized based on the discussion with the Tamilnadu utilities.

Status of Documentation Subsequent to Reorganisation of the State of Andhra Pradesh

Subsequent to the reorganisation of erstwhile State of Andhra Pradesh, the state of Telangana has been formed on 2 June 2014. However, the assets and liabilities are yet to be transferred to the respective power utilities through a formal Gazette Notification.

Status of Documentation is as under:

(i) Where ever the loans have been sanctioned to erstwhile APCPDCL, APNPDCL and APGENCO prior to bifurcation and documentation has not been done, these schemes have been re-sanctioned in the name of newly formed utilities and documentation formalities completed and accordingly the charge has been registered with the Ministry of Corporate Affairs (MCA).

(ii) Where ever the loans sanctioned in the name of erstwhile APCPDCL, APNPDCL prior to bifurcation and documentation formalities completed and drawls have been made, in these schemes an undertaking has been obtained from the name changed / newly formed utility and disbursements have been made to the newly formed utility by changing the name of the borrower in the name of new / name changed utility.

(iii) Where ever the Loan is sanctioned in the name of erstwhile APCPDCL, APNPDCL prior to bifurcation and documentation formalities completed with Government Guarantee and drawls have been made, further documentation for these schemes shall be done on Gazette Notification.

(iv) Once the final transfer scheme is notified through Gazette Notification by Govt, duly indicating the transfer of assets and liabilities among the power utilities, action for execution of documentation formalities will be taken up in respect of all the outstanding loans with the new / name changed utilities. Till that time, the demand for payment of interest / principal is being segregated by the Utilities and the respective portions are being paid by Utilities in Telangana and Andhra Pradesh.

21. The Ministry of Power launched a scheme ‘Ujwal DISCOM Assurance Yojana’(UDAY) for achieving financial turnaround of the DISCOMs which are reeling under burden of heavy debt and losses. As per the oM dated 20 November 2015 issued by MoP on the UDAY scheme, States shall take over 75% of the DISCOM debt as on 30th September 2015 over 2 years.

The DISCOMs of Punjab, Uttar Pradesh, Chhattisgarh, Rajasthan, Haryana, Bihar, Tamil Nadu, Madhya Pradesh, Telangana, Himachal Pradesh and Andhra Pradesh have pre-paid their outstanding loan amounting to Rs.42,700 Crores till date under the scheme.

22. The Company’s main business is to provide finance to power sector. Accordingly, the Company does not have more than one segment eligible for reporting in terms of Accounting Standard-17.

23. Capital to Risk-weighted Assets Ratio (CRAR)

Being an Infrastructure Finance Company (IFC), REC is required to maintain a Capital to Risk Weighted Assets Ratio (CRAR) of 15% (with a minimum Tier I Capital of 10%).

24. There are no Off-Balance Sheet SPVs sponsored by the Company, which need to be consolidated as per accounting norms.

25. No penalties have been levied on the Company by any regulator during the year ended 31st March 2018 (Previous year Nil).

26. No complaints have been received by the Company from the borrowers under the Fair Practices Code during the year ended 31st March 2018 (Previous year Nil).

27. Previous year figures have been reclassified/ regrouped to conform to the current classification.

28. Figures in Rupees have been rounded off to the nearest crores with two decimals, unless expressly stated.

The Significant Accounting Policies and Notes to Accounts 1 to 45 are an integral part of Balance Sheet and Statement of Profit & Loss.

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Mar 31, 2017

1. Contingent Liabilities and Commitments :

The amount referred to in ''A above includes Rs, 2.37 Crores (Previous year Rs, 3.86 Crores) in respect of cases pending in various courts including arbitration cases and is dependent upon the outcome of settlement of court/arbitration cases.

Further, it also includes Rs, 83.31 Crores (Previous year Rs, 53.59 Crores) against various demands raised by the Income Tax Department/ Service Tax Department including the cases pending in Delhi High Court/ Supreme Court. The company is contesting these tax demands and the management believes that its position will likely be upheld in the appellate process. Further, the ultimate outcome of these proceedings will not have a material adverse effect on the Company''s financial position and results of operations.

2. The Company is registered with the Reserve Bank of India (RBI) as a Non-Banking Financial Company (NBFC) since 1997-98. As per notification No.DNBS(PD).CC No.12/02.01/99-2000 dated 13.1.2000 of RBI, Govt. companies as defined under Section 617 of the Companies Act, 1956 have been exempted from applicability of the provisions of Reserve Bank of India Act, 1934 relating to maintenance of liquid assets and creation of Reserve Funds and the Directions relating to acceptance of public deposits and Prudential Norms. The said notification is also applicable to REC, being a Govt. company as defined under Section 2 (45) of the Companies Act, 2013 (Section 617 of the erstwhile Companies Act, 1956). Accordingly, the Reserve Fund is not created.

Further, as per Para No. 2 (3) of RBI''s Master Circular No. DNBR.PD.008/ 03.10.119 / 2016-17 dated 1 September, 2016, REC being a Government Company continues to be exempted from the applicability of “Systemically Important Non-Banking Financial (Non-Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions, 2015”. However, RBI, vide its letters dated 25 July 2013 and 4 April 2014, has conveyed to the Company to comply with the Prudential Norms of RBI by 31st March, 2016 and follow the instructions contained in RBI Circular dated 23 January 2014 issued vide Notification No. DNBS (PD) No. 271/ CGM (NSV)-2014 in respect of restructuring of assets. Later, RBI vide its letter dated 11 June 2014 has allowed exemption to the Company from RBI restructuring norms till 31 March 2017 for Transmission & Distribution, Renovation & Modernization and Life Extension projects and also the Hydro projects in Himalayan region or affected by natural disasters. Further for new project loans to generating companies restructured w.e.f. 1 April 2015, the provisioning requirement would be 5% and for stock of loans as on 31 March 2015 of such projects, the provisioning shall commence with a provision of 2.75% w.e.f 31 March 2015 and reaching 5% by 31 March 2018.

3. RBI, vide its letter dated September 17, 2010 had categorized REC as an Infrastructure Finance Company (IFC) in terms of instructions contained in RBI Circular CC No.168 dated February 12, 2010. As an IFC, the total permissible exposure for lending in the private sector is 25% of owned funds in case of single borrower and 40% in case of a single group of borrowers and exposure for lending and investing taken together can be up to 30% and 50% of owned funds, respectively.

In respect of Central/State Government entities, RBI vide its letter No.DNBR.PD.CO.No.2184/03.10.001/2015-16 dated 16 June 2016 has exempted REC from applicability of RBI''s concentration of credit/investment norms till 31 March, 2022. In view of the above, our maximum credit exposure limits to Central and State power Utilities continue to vary from 50% to 250% of owned funds, depending upon entity appraisal.

In respect of Private Sector entities, the Company''s credit exposure to single borrowers and group borrowers did not exceed the RBI prudential exposure limits as at 31 March 2017 and 31 March 2016.

4. Changes in Accounting Policies

During the year ended 31 March 2017, the Company has revised the Significant Accounting Policy No. 16 in respect of accounting for derivatives contracts in order to align it with the ''Guidance Note on Accounting for Derivative Contracts'' issued by The Institute of Chartered Accountants of India which has become applicable from 1 April 2016. In accordance with the transitional provisions mentioned in the Guidance Note, an amount of Rs, 86.75 Crores after netting of taxes of Rs, 45.92 Crores had been adjusted in the opening balance of reserves, representing the change in the fair value of the interest rate swaps till 31 March 2016. Further, the fair value gain on interest rate swaps of Rs, 324.77 Crores has been booked to the Statement of Profit & Loss for the year ended 31 March 2017 in accordance with the revised accounting policy.

Further, the accounting policy on treatment of foreign currency exchange differences on the hedged loans and the corresponding derivative contracts has also been revised in order to align the same with existing accounting policy for amortizing the foreign exchange fluctuation loss/ (gain) on the long term foreign currency monetary items over the balance period of such items in accordance with AS-11. The impact of this change, foreign exchange fluctuation loss pertaining to the previous year’s Rs, 29.79 Crores and foreign exchange fluctuation gain pertaining to current year amounting to Rs, 6.69 Crores has been adjusted in the Finance Cost for the year ended 31 March 2017.

Due to these changes in accounting policies, profit before tax for the year ended 31 March 2017 is higher by Rs, 301.67 Crores.

5. The Company has not entered into any securitization/ assignment transactions during the year ended 31 March 2017 (Previous year Nil). Further, no assets have been sold to securitization/ reconstruction company for asset reconstruction.

6. The National Electricity Fund (NEF), an interest subsidy scheme, has become operational during the year 2012-13. The scheme has been introduced by Govt. of India to promote the capital investment in the distribution sector. The scheme shall provide interest subsidy linked with reform measures, on the loans taken by public and private distribution power utilities for various capital works under Distribution sector. NEF would provide interest subsidy aggregating up to Rs, 8,466 Crores (including interest subsidy to the borrowers, service charges to the nodal agency, payments to independent evaluators and other incidental expenses) spread over 14 years for loan disbursement against projects approved during 2012-13 and 2013-14. REC has been nominated as Nodal Agency for operationalisation of the NEF scheme in entire country.

7. Government of India has launched Deen Dayal Upadhyaya Gram Jyoti Yojana (DDUGJY) with the following components:

(i) Separation of agriculture and non-agriculture feeders facilitating judicious roistering of supply to agriculture & non-agriculture consumers in the rural areas;

(ii) Strengthening and augmentation of sub-transmission & distribution infrastructure in rural areas, including metering of distribution transformers/feeders/consumers

(iii) Rural electrification, as per CCEA approval dated 01.08.2013 for completion of the targets laid down under RGGVY for 12th and 13th Plans by carrying forward the approved outlay for RGGVY to DDUGJY.

The components at (i) and (ii) of the above scheme will have an estimated outlay of Rs, 43,033 crore including budgetary support of Rs, 33,453 crore from Government of India during the entire implementation period. The scheme of RGGVY as approved by CCEA for continuation in 12th and 13th plan will get subsumed in this scheme as a separate Rural Electrification (RE) component. REC has been nominated as nodal agency for operationalization of this scheme.

8. In the opinion of the management, the current assets, loans and advances appearing in the balance sheet have a value equivalent to the amount stated therein if realized during the ordinary course of business and all known liabilities have been provided.

9. As per the information available with the Company, there have been no reported cases of delayed payments of the principal amount or interest due thereon to Micro, Small & Medium enterprises.

Note : REC, being NBFC has entered into swap agreements with Category-I, Authorized Dealers Banks only, in accordance with the RBI guidelines. All the swap agreements entered into with banks are well within the credit risk limit defined in the Board approved Risk Management Policy.

38.2The Company has not entered into any exchange traded Interest Rate (IR) derivatives.

38.3Disclosure on Risk Exposure in Derivatives

38.3.1 Qualitative Disclosures

REC has Risk Management Policy duly approved by the Board. The policy covers the currency risk of the company. This policy provides the guiding parameters within which the Company can take decisions for managing the Currency Risk that it is exposed to on account of foreign currency loan. The purpose of the policy is to provide a framework to the Company for management of its foreign currency risk.

Risk Management Structure

An Asset Liability Management Committee (ALCO) is currently functioning under the chairmanship of CMD, Director (Finance), Director (Technical), Executive Directors and General Managers from Finance and Operating Divisions as its members. ALCO monitors Foreign currency risk with exchange rate and interest rate managed through various derivative instruments.

Derivative transactions include forwards, interest rate swaps, cross currency swaps and currency and cross currency options to hedge assets and liabilities. These derivative transactions are done for hedging purpose and not for trading or speculative purpose.

Type of Risks Involved

(i) Credit Risk - Credit risk is the risk of loss due to counterparty''s failure to perform on an obligation to the Company.

(ii) Market Risk - Market risk is the risk of loss due to adverse changes in the market value (the price) of an instrument or portfolio of instruments. Such exposures occurs with respect to derivative instruments when changes occur in market factors such as underlying interest rates, exchange rates etc or in the volatility of these factors.

(iii) Liquidity Risk - Liquidity risk is the risk of loss due to failure of the institution to meet its funding requirements or execute a transaction at a reasonable price. This may be market liquidity risk or funding liquidity risk.

(iv) Operational Risk - Operational risk is the risk of loss occurring as a result of inadequate system and control, deficiencies in information system, human error or a management failure. Derivative activities can pose challenging operational risk issue because of complexity of certain products and their continual evolution.

(v) Legal Risk - Legal risk is the risk of loss arising from contracts which are not legally enforceable or documented correctly.

(vi) Regulatory Risk - Regulatory risk is the risk of loss arising from failure to comply with regulatory or legal requirements.

10. Related Party Disclosures :

(1) Key Managerial Personnel

Dr. P V Ramesh Chairman & Managing Director w.e.f. 5 January 2017

Sh. B.P. Pandey Chairman & Managing Director from 1 October 2016 to 4 January 2017

Sh. Rajeev Sharma Chairman & Managing Director up to 30 September 2016

Sh. Ajeet Kumar Agarwal Director (Finance)

Sh. Sanjeev Kumar Gupta Director (Technical)

Sh. J.S. Amitabh GM & Company Secretary

(2) Other Related Parties

11. Subsidiary Companies

REC Transmission Projects Company Limited (RECTPCL)

REC Power Distribution Company Limited (RECPDCL)

12. Wholly owned Subsidiaries of REC Transmission Projects Company Limited

Nellore Transmission Limited - Incorporated on 04.12.2012 and struck off from the Register of Companies u/s 560 of Companies Act, 1956 vide certificate dated 25.05.2016

Baira Siul Sarna Transmission Limited - Incorporated on 24.01.2013 and struck off from the Register of Companies u/s 560 of Companies Act, 1956 vide certificate dated 16.07.2016

NER II Transmission Limited - Incorporated on 21.04.2015 and transferred to M/s Sterlite Grid 4 Limited (SG4L) on 31.03.2017, substantially upon the terms and conditions as detailed in the Share Purchase Agreement executed between RECTPCL, Khargone Transmission Limited and SG4L.

NRSS XXXVI Transmission Limited - Incorporated on 18.08.2015 and transferred to M/s Essel Infraprojects Limited(EIL) on 22.08.2016, substantially upon the terms and conditions as detailed in the Share Purchase Agreement executed between RECTPCL, NRSS XXXVI Transmission Limited and EIL.

North Karanpura Transco Limited - Incorporated on 27.11.2015 and transferred to M/s Adani Transmission Limited (ATL) on 08.07.2016, substantially upon the terms and conditions as detailed in the Share Purchase Agreement executed between RECTPCL, North Karanpura Transco Limited and ATL.

Khargone Transmission Limited - Incorporated on 28.11.2015 and transferred to M/s Sterlite Grid 4 Limited on 22.08.2016, substantially upon the terms and conditions as detailed in the Share Purchase Agreement executed between RECTPCL, Khargone Transmission Limited and Sterlite.

Dinchang Transmission Limited - Incorporated on 02.12.2015 Ghatampur Transmission Limited - Incorporated on 02.12.2016 ERSS XXI Transmission Limited - Incorporated on 11.01.2017 WR-NR Power Transmission Limited - Incorporated on 12.01.2017

13. Joint Ventures

Energy Efficiency Services Limited (EESL)

Details of amount due from/ to the related parties :

14. Disclosures for Employee Benefits as required under AS 15:

(1) Defined Contribution Plans

A. Provident Fund

Company pays fixed contribution of Provident Fund at pre-determined rates to a separate trust registered under The Provident Fund Act, 1925 which invests the funds in permitted securities. The trust fixes the rate of interest on contribution to the members of the fund based upon the returns earned on investments during the year. Since the Act does not prescribe the minimum interest to be paid to the members of the fund, it is considered as Defined Contribution Plan as per the provisions of AS 15.

B. Defined Contribution Superannuation Scheme

The Company pays fixed contribution towards superannuation scheme at pre-determined rates to a separate trust which invests the funds with the Insurers. The Insurers fix the rate of interest on the balance standing to the credit of the accounts of the members of the trust. When the pension becomes payable to the member, the Insurers shall appropriate the member''s accumulation towards various annuities, as opted for by the member.

(2) Defined Benefit Plans - Post-Employment Benefits

A. Gratuity

The Company has a defined benefit gratuity plan. Every employee is entitled to gratuity as per the provisions of the Payment of Gratuity Act, 1972. The scheme is funded by the Company and is managed by separate trust. The liability of Gratuity is recognized on the basis of actuarial valuation.

B. Post Retirement Medical Facility (PRMF)

The Company has Post Retirement Medical Facility under which the entitled retired employees (including his/her spouse) are covered as per Company Rules. The expenditure is recognized in the Statement of Profit & Loss on the basis of actuarial valuation.

C. Other Defined Retirement Benefit (ODRB)

The Company has a scheme for settlement of the employee and their dependents at the time of superannuation at home town. The expenditure is recognized in the Statement of Profit & Loss on the basis of actuarial valuation.

The summarized position of various defined benefits recognized in the Statement of Profit & Loss, Balance Sheet and the funded status is as under:

- The Expected Rate of Return on Assets is the assumed rate of return (annualized).

- The Principle assumptions are the discount rate and salary growth rate. The discount rate is generally based on the market yields available on govt. bonds at the reporting date with a term that matches the liabilities and the salary growth rate takes account of inflation, seniority, promotions and other relevant factors as long term basis. The above information is certified by the Actuary.

15. Status of Documentation Subsequent to Unbundling of SEBs

Some of the erstwhile State Electricity Boards (SEBs) against whom loans were outstanding or on whose behalf guarantees were given, were restructured by the respective State Governments and new entities were formed in the past. Consequently, the liabilities of the erstwhile SEBs stand transferred to new entities. However, transfer agreements in the case of Chhattisgarh State Electricity Board (CSEB) is yet to be executed amongst the Company, new entity and the State Government.

Agreements in case of erstwhile Tamil Nadu State Electricity Board (TNEB) have been executed based on the provisional provisions of the Tamil Nadu Electricity (Re-organization and Reforms) Transfer Scheme, 2010. The final notification for giving effect to transfer of assets and liabilities to successor entities of erstwhile TNEB has been issued. The transferee entities are repaying the outstanding loan of the Company as per the provisional transfer schemes. REC shall take further steps to execute the Final Loan Transfer Agreements after the finalization of financial statements for FY 2016-17.

Status of Documentation Subsequent to Reorganization of the State of Andhra Pradesh

Subsequent to the reorganization of erstwhile State of Andhra Pradesh, the state of Telangana has been formed on 2 June 2014. However, the assets and liabilities are yet to be transferred to the respective power utilities through a formal Gazette Notification.

Status of Documentation is as under:

(i) Where ever the loans have been sanctioned to erstwhile APCPDCL, APNPDCL and APGENCO prior to bifurcation and documentation has not been done, these schemes have been re-sanctioned in the name of newly formed utilities and documentation formalities completed and accordingly the charge has been registered with the Ministry of Corporate Affairs (MCA).

(ii) Where ever the loans sanctioned in the name of erstwhile APCPDCL, APNPDCL prior to bifurcation and documentation formalities completed and drawls have been made, in these schemes an undertaking has been obtained from the name changed / newly formed utility and disbursements have been made to the newly formed utility by changing the name of the borrower in the name of new / name changed utility.

(iii) Where ever the Loan is sanctioned in the name of erstwhile APCPDCL, APNPDCL prior to bifurcation and documentation formalities completed with Government Guarantee and drawls have been made, further documentation for these schemes shall be done on Gazette Notification.

(iv) Once the final transfer scheme is notified through Gazette Notification by Govt, duly indicating the transfer of assets and liabilities among the power utilities, action for execution of documentation formalities will be taken up in respect of all the outstanding loans with the new / name changed utilities. Till that time, the demand for payment of interest / principal is being segregated by the Utilities and the respective portions are being paid by Utilities in Telangana and Andhra Pradesh.

16. The Ministry of Power launched a scheme ''Ujwal DISCOM Assurance Yojana'' (UDAY) for achieving financial turnaround of the DISCOMs which are reeling under burden of heavy debt and losses. As per the OM dated 20 November 2015 issued by MoP on the UDAY scheme, States shall take over 75% of the DISCOM debt as on 30 September 2015 over 2 years.

The DISCOMs of Punjab, Uttar Pradesh, Chhattisgarh, Rajasthan, Haryana, Bihar, Tamil Nadu, Madhya Pradesh, Telangana, Himachal Pradesh and Andhra Pradesh have pre-paid their outstanding loan amounting to Rs, 42,700 Crores till date under the scheme.

17. The Company''s main business is to provide finance to power sector. Accordingly, the Company does not have more than one segment eligible for reporting in terms of Accounting Standard-17.

18. Capital to Risk-weighted Assets Ratio (CRAR)

Being an Infrastructure Finance Company (IFC), REC is required to maintain a Capital to Risk Weighted Assets Ratio (CRAR) of 15% (with a minimum Tier I Capital of 10%).

19. There are no Off-Balance Sheet SPVs sponsored by the Company, which need to be consolidated as per accounting norms.

20. No penalties have been levied on the Company by any regulator during the year ended 31 March 2017 (Previous year Nil).

21. No complaints have been received by the Company from the borrowers under the Fair Practices Code during the year ended 31 March 2017 (Previous year Nil).

22. Previous year figures have been reclassified/ regrouped to conform to the current classification.

23. Figures in Rupees have been rounded off to the nearest crores with two decimals, unless expressly stated.

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Mar 31, 2016

1.1.1 Loan balance confirmations for 92.95% of total loan assets as at 31st March, 2016 have been received from the borrowers. Out of the remaining 7.05% loan assets amounting to Rs. 14,188 crore for which balance confirmations have not been received, 72.94% loans are secured by way of hypothecation of assets, 23.37% by way of Government Guarantee/ Loans to Government and 3.69% are unsecured loans.

1.1.2 Loan Assets also include amount financed by the Company as per the Scheme for Financial Restructuring of State Distribution Companies (Discoms).

1.1.3 Alaknanda Hydro Power Company Limited (AHPCL) Shrinagar HEP is located at Uttarakhand. Ministry of Finance, considering the natural disaster in June 2013 at Uttarakhand had taken a decision that Banks should announce a moratorium on repayment of loan and interest for a period of one year in respect of all project loans that are outstanding in Uttarakhand. Ministry of Power vide their letter dated 6th December, 2013 extended such benefit to AHPCL. Accordingly, REC sanctioned Funded Interest Term Loan (FITL) to AHPCL in June 2014.

RBI had issued circular dated 23rd January, 2014, the Norms on restructuring of advance by NBFCs, which inter-alia stated that "the unrealized income represented by FITL should have a corresponding credit in an account styled as Sundry Liabilities Account (Interest Capitalisation)". In response to applicability of above circular, REC represented vide letter dated 28th April, 2014 to RBI requesting among other that, "Hydro projects in Himalayan region and power projects affected by natural disaster may be kept outside the restructuring norms".

In response to the above request, RBI Vide letter dated 11th June, 2014, allowed that the Transmission & Distribution, Renovation & Modernization and Life Extension projects as also the Hydro projects in Himalayan region or affected by natural disaster (new loans and outstanding stock of loans as on March 31, 2014) may be regulated by the REC''s existing restructuring norms till March 31, 2017.

Hence, the Management was of the view that the above project of AHPCL, being a Hydro project in Himalayan region and affected by natural disaster is outside the preview of circular dated 23rd January, 2014 and shall continue to be governed by the existing REC''s existing prudential norms, which states, "In case of funding of interest in respect of NPAs, where the interest funded is recognized as income, the interest funded shall be fully provided for." As AHPCL is a standard asset in the books of REC, as such no provision on funded interest is required to be created.

Pending clarification from RBI for the above, instead of creating a corresponding Sundry Liabilities Account (Interest Capitalisation), during the year ended 31st March, 2015, 100% provision was created in the books of accounts for the FITL in respect of AHPCL forRs. 86.42 crores.

In response to the request, RBI, vide its letter No. DNBR.PD.CO.No. 123/03.10.001/2015-16 dated 17th July, 2015 has advised that FITL sanctioned to the said borrower will be exempted from provisions of RBI Restructuring Norms. Accordingly, the provision of Rs. 86.42 crores has been reversed and accounted for during the year ended 31st March, 2016.

1.1.4 M/s Teesta Urja Limited (TUL) is executing Hydro Electric Project in the North Eastern State of Sikkim. Substantial physical progress has been achieved in the project and as per the latest report of Lenders Independent Engineer, cumulative physical progress of the project is 96.59%.

The issues regarding infusion of equity into the project was resolved amongst the promoters and subsequently, the Share Purchase Agreement was executed on 6th August, 2015 amongst the shareholders of TUL to enable Sikkim Power Investment Corporation Limited (wholly owned company of Govt. of Sikkim) to increase its stake to 51% in TUL by way of infusion of equity and purchase of shares from other shareholders. Accordingly, the current shareholding of Sikkim Power Investment Corporation Limited in TUL is 51% and TUL has been recognised as Govt. of Sikkim undertaking.

During the year ended 31st March, 2015, some of the lenders including REC, adjusted their outstanding interest due on the basis of bilateral agreement with the company, against the loan sanctioned towards 2nd cost overrun to TUL. Accordingly, pending documentation, as on 31st March, 2015, an amount of Rs. 202.15 Crores was classified as unsecured loan. The disbursement made under 2nd cost overrun have since been secured by extending the charge on movable assets. The joint documentation between the lenders have concluded on 29th June, 2015 excluding PNB and Canara Bank, who are yet to join the documentation by deed of accession. Accordingly as on 31st March, 2016, the loan disbursements under 2nd cost overrun to the borrower has been classified as secured loan.

1.1.5 REC, as a lead lender had sanctioned Rs. 650 Crore as initial sanction to Corporate Power Limited for 540 MW Phase-I TPP at Chandwa, Jharkhand. The Debt is secured by way of combination of securities representing charge on all the Company''s present and future immovable properties, movables, all bank accounts, project documents, clearances, letter of credits, guarantees, insurance contracts and insurance proceeds etc., pledge of shares representing 51% of the total paid up equity share capital of the Company and Corporate Guarantee of Corporate Ispat and Alloys Limited (CIAL). Subsequently, REC, has sanctioned Rs. 196 Crore as additional loan towards funding of cost overrun. As at 31st March, 2016, the loan outstanding is Rs. 811.74 crores.

The progress of Phase-I of the Project (where REC is Lead) as per last available Lender Independent Engineer''s Report, is approximately 96%. However, the account has become NPA on 30th June, 2014. As on 31st March, 2016, the account of the borrower is classified as Doubtful asset. As per the Independent valuer''s report, the fair market value of Phase-I project assets is Rs. 1,401.94 Crores. Accordingly, 100% provision to the extent of loan not covered by the realizable value of the security amounting to Rs. 399.08 Crores and for the balance loan amount of Rs. 412.66 Crores, 20% provision amounting to Rs. 82.53 Crores is created in the books as per Significant Accounting Policy no 2.3(ii). As such, total provision created as on 31st March, 2016 is Rs.481.61 Crores.

Further, recall notice has been served to the borrower and Corporate guarantee of promoter Company, CIAL, has been invoked. Further, action as per SARFAESI Act has also been initiated. Lenders are in the process of filing Original Application (OA) in Debt Recovery Tribunal (DRT) for recovery of dues.

1.1.6 REC has sanctioned Rs. 1,150 Crore to Jas Infrastructure & Power Limited (JIPL) wherein total disbursement is Rs. 33.24 Crore till 31st March, 2016. As project has been delayed considerably, lenders are discussing the future strategy and exploring the various options for the implementation of the project.

The account has become NPA on 30th June, 2014. As on 31st March, 2016, the account of the borrower is classified as Doubtful asset. As per the Independent valuer''s report, the fair market value of project assets is valued at Rs. 180.17 Crores. Accordingly, 100% provision to the extent of loan not covered by the realizable value of the security amounting to Rs. 31.02 crore and for the balance loan amount of Rs. 2.22 crores, 20% provision amounting to Rs. 0.44 crore is created in the books as per Significant Accounting Policy No. 2.3(ii). As such, total provision created as on 31st March, 2016 is Rs. 31.46 Crore on total loan outstanding of Rs. 33.24 crore.

Further, recall notice has been served to the borrower and Personal guarantee of promoter has been invoked. Joint application for recovery of their dues is being filed by the lenders in DRT.

1.1.7 As at 31st March 2016, the dues of one of the borrowers amounting to Rs. 366.30 Crores were overdue for more than 6 months, thus, exceeding the time limit for classification of the borrower as ''Standard Asset''. However, the borrower had obtained an ad-interim order from Hon''ble High Court of Madras on 18th September, 2015 not to classify the account as NPA and the classification of the borrower has been retained as ''Standard Asset'' pending final decision of the Court. Accordingly, 10% provision as applicable for sub-standard loans on the loan outstanding Rs. 1,875.71 Crores has not been created and interest income of Rs. 366.30 Crores has also been recognized on accrual basis in accordance with the accounting policy of the Company for recognition of income on standard assets. However, since the account is currently into Restructured Standard Loan Assets category, a provision of 5% amounting to Rs. 93.79 Crores has been created in full in respect of the loan as against creating the same in phased manner in accordance with Significant Accounting Policy 2.3(iv).

1.1.8 REC had sanctionedRs.390 Crores to M/s Lanco Teesta Hydro Power Limited with ICICI Bank as Lead lender having initial project SCOD in May''12. However, due to equity crunch of promoters, geological surprises and poor rock strata, project couldn''t be commissioned till date. In order to revive the Project, which is stalled at present, change in ownership is an important imperative which ensures that additional resources are brought in by the new investor. Towards this end, change of ownership could be effectively considered under the recent RBI dispensation on Strategic Debt Restructuring (SDR) dated 8th June, 2015. In terms of SDR Regulations dated 8th June, 2015 issued by RBI, the Lenders'' consortium had decided to invoke the SDR in the lenders'' meet held on 24th July, 2015. Accordingly, REC, on 24th September, 2015, has approved the Strategic Debt Restructuring (SDR) package pursuant to RBI circular dated June 08, 2015, for conversion of Rs. 102 Crores out of REC''s outstanding loan into equity at face value of Rs. 10/- per share towards effecting the change in Management. Subsequently, on 20th October, 2015, necessary documentation has been carried out along with the signing of shareholder''s agreement and an amount of Rs. 102 Crores of REC''s sanction has been converted into equity on 20th October, 2015.

A provision of Rs. 3.96 crores has been made against the interest due that was converted into equity in terms of RBI guidelines. Further, as a matter of prudence, an additional provision amounting to Rs. 15.50 Crores on the residual loan outstanding of Rs. 236.80 Crores as at 31st March, 2016 has been made in terms of RBI Circular dated 25th Febraury, 2016. Income accrued & remaining unpaid as at 31st March, 2016 amounting to Rs.32.27 crores on the outstanding loan amount has not been recognised due to uncertainty in view of SDR implementation.

2.1 The Company has made public issue of Tax Free Bonds of face value of Rs.1,000/- each aggregating to Rs. 700 Crores during the financial year 2015-16 in addition to private placement of the Tax Free Bonds of Rs. 300 Crores. The bonds had been allotted in line with the prescribed guidelines and the issue proceeds have been utilised for the purposes as mentioned in the Offer document.

3.1 The Company has taken Office space, accommodations for staff and space for ERP Data Centre on lease. These are classified as operating lease. Lease payments in respect of Office space and data centre amounting to Rs. 5.25 Crores (Previous year Rs. 4.30 Crores) is shown under the head ''Other Expenses''. Lease payments in respect of accommodations for staff amounting to Rs.2.99 Crores (Previous year Rs. 2.50 Crores) form part of ''Employees Benefit Expense.'' Future lease payments in respect of these lease agreements are as under:

4. The Company is registered with the Reserve Bank of India (RBI) as a Non-Banking Financial Company (NBFC) since 1997- 98. As per notification No.DNBS(PD).CC No.12/02.01/99-2000 dated 13.1.2000 of RBI, Govt. companies as defined under Section 617 of the Companies Act, 1956 have been exempted from applicability of the provisions of Reserve Bank of India Act, 1934 relating to maintenance of liquid assets and creation of Reserve Funds and the Directions relating to acceptance of public deposits and Prudential Norms. The said notification is also applicable to REC, being a Govt. company as defined under Section 2 (45) of the Companies Act, 2013 (Section 617 of the erstwhile Companies Act, 1956). Accordingly, the Reserve Fund is not created.

Further, as per Para No. 1(3)(ii) of RBI''s Master Circular No. DNBR (PD) CC. No.043 / 03.10.119 / 2015-16 dated July 1, 2015, REC being a Government Company continues to be exempted from the applicability of "Systemically Important Non-Banking Financial (Non-Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions, 2015". However, RBI, vide its letters dated 25th July, 2013 and 4th April, 2014, has conveyed to the Company to comply with the Prudential Norms of RBI by 31st March, 2016 and follow the instructions contained in RBI Circular dated January 23, 2014 issued vide Notification No. DNBS (PD) No. 271/ CGM (NSV)-2014 in respect of restructuring of assets. Later, RBI vide its letter dated 11th June, 2014 has allowed exemption to the Company from RBI restructuring norms till March 31, 2017 for Transmission & Distribution, Renovation & Modernisation and Life Extension projects and also the Hydro projects in Himalayan region or affected by natural disasters. Further for new project loans to generating companies restructured w.e.f 01st April, 2015, the provisioning requirement would be 5% and for stock of loans as on 31st March, 2015 of such projects, the provisioning shall commence with a provision of 2.75% w.e.f 31st March, 2015 and reaching 5% by 31st March, 2018.

5. RBI, vide its letter dated September 17, 2010 had categorized REC as an Infrastructure Finance Company (IFC) in terms of instructions contained in RBI Circular CC No.168 dated February 12, 2010. As an IFC, the total permissible exposure for lending in the private sector is 25% of owned funds in case of single borrower and 40% in case of a single group of borrowers and exposure for lending and investing taken together can be upto 30% and 50% of owned funds, respectively.

In respect of Central/State Government entities, RBI vide its letter DNBS.CO.ZMD-N. No. 4868/55.18.014/2013-14 dated 4th April, 2014 has exempted REC from RBI Prudential Exposure limits till 31st March, 2016. The Company has again represented to RBI for extension of above exemption till 31st March, 2022. The matter is under active consideration and the communication from RBI is expected to be received shortly. In view of the above, our maximum credit exposure limits to Central and State power Utilities continue to vary from 50% to 250% of owned funds, depending upon entity appraisal.

In respect of Private Sector entities, the Company''s credit exposure to single borrowers and group borrowers did not exceed the RBI prudential exposure limits as at 31st March, 2016 and 31st March, 2015.

6. CHANGES IN ACCOUNTING POLICIES

During the year ended 31st March, 2016, the Company had revised the accounting policy in respect of asset classification in line with RBI Guidelines. Further, the accounting policy for creation of allowance against Standard Loan assets has been modified to align it with the revised provisioning requirements for Standard Loans as per RBI Notification dated 10th November, 2014. Due to these changes in accounting policy, Profit before tax for the year ended 31st March, 2016 is lower by Rs. 87.87 Crores.

Further, minor modifications have been made in the Accounting Policy in respect of basis of preparation of financial statements, revenue recognition, intangible assets and cash fl ow statements. However, there is no financial impact of such modifications.

7. EXPOSURE RELATED DISCLOSURES

7.1 Exposure to Real Estate Sector

The Company has no exposure to real estate sector as at 31st March, 2016 (Previous year Nil).

8. The Company has not entered into any securitisation/ assignment transactions during the year ended 31st March, 2016 (Previous year Nil). Further, no assets have been sold to securitisation/ reconstruction company for asset reconstruction.

9. Considering the practical problems being faced by the borrowers in submission and adherance to the drawl schedule, the Company has revised the loan policy by waiving off the clause for requirement of Commitment Charges/ upfront fees for all ongoing as well as future projects of State Sector Generation and T&D projects including waiver of outstanding commitment charges of Rs. 8.83 Crores.

10. The National Electricity Fund (NEF), an interest subsidy scheme, has become operational during the year 2012-13. The scheme has been introduced by Govt. of India to promote the capital investment in the distribution sector. The scheme shall provide interest subsidy linked with reform measures, on the loans taken by public and private distribution power utilities for various capital works under Distribution sector. NEF would provide interest subsidy aggregating upto Rs. 8,466 Crores (including interest subsidy to the borrowers, service charges to the nodal agency, payments to independent evaluators and other incidental expenses) spread over 14 years for loan disbursement against projects approved during 2012-13 and 2013-14. REC has been nominated as Nodal Agency for operationalisation of the NEF scheme in entire country.

11. Government of India has launched Deen Dayal Upadhyaya Gram Jyoti Yojana (DDUGJY) with the following components:

(i) Separation of agriculture and non-agriculture feeders facilitating judicious rostering of supply to agriculture & non-agriculture consumers in the rural areas;

(ii) Strengthening and augmentation of sub-transmission & distribution infrastructure in rural areas, including metering of distribution transformers/feeders/consumers

(iii) Rural Electrification, as per CCEA approval dated 01.08.2013 for completion of the targets laid down under RGGVY for 12th and 13th Plans by carrying forward the approved outlay for RGGVY to DDUGJY.

The components at (i) and (ii) of the above scheme will have an estimated outlay of Rs. 43,033 crore including budgetary support of Rs. 33,453 crore from Government of India during the entire implementation period. The scheme of RGGVY as approved by CCEA for continuation in 12th and 13th plan will get subsumed in this scheme as a separate Rural Electrification (RE) component. REC has been nominated as nodal agency for operationalization of this scheme.

12. In the opinion of the management, the current assets, loans and advances appearing in the balance sheet have a value equivalent to the amount stated therein if realized during the ordinary course of business and all known liabilities have been provided.

13. As per the information available with the Company, there have been no reported cases of delayed payments of the principal amount or interest due thereon to Micro, Small & Medium enterprises.

13.2 The Company has not entered into any exchange traded Interest Rate (IR) derivatives.

13.2 Disclosure on Risk Exposure in Derivatives

13.2.1 Qualitative Disclosures

REC has Risk Management Policy duly approved by the Board.The policy covers the currency risk of the company. This policy provides the guiding parameters within which the Company can take decisions for managing the Currency Risk that it is exposed to on account of foreign currency loan. The purpose of the policy is to provide a framework to the Company for management of its foreign currency risk.

Risk Management Structure

An Asset Liability Management Committee (ALCO) is currently functioning under the chairmanship of CMD, Director (Finance), Director (Technical), Executive Directors and General Managers from Finance and Operating Divisions as its members. ALCO monitors Foreign currency risk with exchange rate and interest rate managed through various derivative instruments.

Derivative transactions include forwards, interest rate swaps, cross currency swaps and currency and cross currency options to hedge assets and liabilities. These derivative transactions are done for hedging purpose and not for trading or speculative purpose. These are accounted for on accrual basis and are not marked to market.

Type of Risks Involved

(i) Credit Risk - Credit risk is the risk of loss due to counterparty''s failure to perform on an obligation to the Company.

(ii) Market Risk - Market risk is the risk of loss due to adverse changes in the market value (the price) of an instrument or portfolio of instruments. Such exposures occurs with respect to derivative instruments when changes occur in market factors such as underlying interest rates, exchange rates etc. or in the volitality of these factors.

(iii) Liquidity Risk - Liquidity risk is the risk of loss due to failure of the institution to meet its funding requirments or execute a transaction at a reasonable price. This may be market liquidity risk or funding liquidity risk.

(iv) Operational Risk - Operational risk is the risk of loss occuring as a result of inadequate system and control, deficiencies in information system, human error or a management failure. Derivative activities can pose challenging operational risk issue because of complexity of certain products and their continual evolution.

(v) Legal Risk - Legal risk is the risk of loss arising from contracts which are not legally enforceable or documented correctly.

(vi) Regulatory Risk - Regulatory risk is the risk of loss arising from failure to comply with regulatory or legal requirements.

14. RELATED PARTY DISCLOSURES :

(1) Key Managerial Personnel

Sh. Rajeev Sharma Chairman & Managing Director

Sh. Ajeet Kumar Agarwal Director (Finance)

Sh. P.J. Thakkar Director (Technical) (ceased w.e.f. 12.10.2015)

Sh. Sanjeev Kumar Gupta Director (Technical) (appointed w.e.f. 16.10.2015)

Sh. J.S. Amitabh GM & Company Secretary

(2) Other Related Parties

1. Subsidiary Companies

REC Transmission Projects Company Limited (RECTPCL) REC Power Distribution Company Limited (RECPDCL)

2. Wholly owned Subsidiaries of REC Transmission Projects Company Limited

Nellore Transmission Limited - Incorporated on 04.12.2012

Baira Siul Sarna Transmission Limited - Incorporated on 24.01.2013

Gadarwara (B) Transmission Limited - Incorporated on 30.07.2014 and transferred to Power Grid Corporation of India Limited (PGCIL) on 24.04.2015, substantially upon the terms and conditions as detailed in the Share Purchase Agreement executed between RECTPCL, Gadarwara (B) Transmission Limited and PGCIL.

Gadarwara (A) Transco Limited - Incorporated on 05.08.2014 and transferred to Power Grid Corporation of India Limited (PGCIL) on 24.04.2015, substantially upon the terms and conditions as detailed in the Share Purchase Agreement executed between RECTPCL, Gadarwara (A) Transco Limited and PGCIL.

Maheshwaram Transmission Limited - Incorporated on 14.08.2014 and transferred to Sterlite Grid 3 Limited (SGL) on 20.08.2015, substantially upon the terms and conditions as detailed in the Share Purchase Agreement executed between RECTPCL, Maheshwaram Transmission Limited and SGL.

Vemagiri II Transmission Limited - Incorporated on 06.04.2015 and transferred to Power Grid Corporation of India Limited (PGCIL) on 04.12.2015, substantially upon the terms and conditions as detailed in the Share Purchase Agreement executed between RECTPCL, Vemagiri II Transmission Limited and PGCIL.

Alipurduar Transmission Limited - Incorporated on 13.04.2015 and transferred to Kalpataru Power Transmission Limited (KPTL) on 06.01.2016, substantially upon the terms and conditions as detailed in the Share Purchase Agreement executed between RECTPCL, Alipurduar Transmission Limited and KPTL.

NER II Transmission Limited - Incorporated on 21.04.2015

NRSS XXXVI Transmission Limited - Incorporated on 18.08.2015

North Karanpura Transco Limited - Incorporated on 27.11.2015

Khargone Transmission Limited - Incorporated on 28.11.2015

Dinchang Transmission Limited - Incorporated on 02.12.2015

15. DISCLOSURES FOR EMPLOYEE BENEFITS AS REQUIRED UNDER AS 15:

(1) Defined Contribution Plans

A. Provident Fund

Company pays fixed contribution of Provident Fund at pre-determined rates to a separate trust which invests the funds in permitted securities. The trust fi xes the rate of interest on contribution to the members of the trust.

B. Defined Contribution Superannuation Scheme

The Company pays fixed contribution towards superannuation scheme at pre-determined rates to a separate trust which invests the funds with the Insurers. The Insurers fi x the rate of interest on the balance standing to the credit of the accounts of the members of the trust. When the pension becomes payable to the member, the Insurers shall appropriate the member''s accumulation towards various annuities, as opted for by the member.

Amount recognised as expenses towards defined contribution plans:

(2) Defined Benefit Plans - Post-Employment Benefits

A. Gratuity

The Company has a defined benefit gratuity plan. Every employee is entitled to gratuity as per the provisions of the Payment of Gratuity Act, 1972. The scheme is funded by the Company and is managed by separate trust. The liability of Gratuity is recognized on the basis of actuarial valuation.

B. Post Retirement Medical Facility (PRMF)

The Company has Post Retirement Medical Facility under which the entitled retired employees (including his/her spouse) are covered as per Company Rules. The expenditure is recognized in the Statement of Profit & Loss on the basis of actuarial valuation.

C. Other Defined Retirement Benefit (ODRB)

The Company has a scheme for settlement of the employee and their dependents at the time of superannuation at home town. The expenditure is recognized in the Statement of Profit & Loss on the basis of actuarial valuation. The summarized position of various defined benefits recognized in the Statement of Profit & Loss, Balance Sheet and the funded status is as under:

16. STATUS OF DOCUMENTATION SUBSEQUENT TO UNBUNDLING OF SEBS

Some of the erstwhile State Electricity Boards (SEBs) against whom loans were outstanding or on whose behalf guarantees were given, were restructured by the respective State Governments and new entities were formed in the past. Consequently, the liabilities of the erstwhile SEBs stand transferred to new entities. However, transfer agreements in the case of Chhattisgarh State Electricity Board (CSEB), Kerala State Electricity Board (KSEB) and Meghalaya State Electricity Board (MSEB) are yet to be executed amongst the Company, new entities and the State Governments.

Agreements in case of Tamil Nadu State Electricity Board have been executed based on the provisional provisions of the Tamil Nadu Electricity (Re-organisation and Reforms) Transfer Scheme, 2010. However, further transfer agreements in this regard shall be executed, if required, on finalization of the Transfer Scheme.

Status of Documentation Subsequent to Reorganisation of the State of Andhra Pradesh

Subsequent to the reorganisation of erstwhile State of Andhra Pradesh, the state of Telangana has been formed on 2nd June, 2014. However, the assets and liabilities are yet to be transferred to the respective power utilities through a formal Gazette Notification. Status of Documentation is as under:

(i) Where ever the loans have been sanctioned to erstwhile APCPDCL, APNPDCL and APGENCO prior to bifurcation and documentation has not been done, these schemes have been re-sanctioned in the name of newly formed utilities and documentation formalities completed and accordingly the charge has been registered with the Ministry of Corporate Affairs (MCA).

(ii) Where ever the loans sanctioned in the name of erstwhile APCPDCL, APNPDCL prior to bifurcation and documentation formalities completed and drawls have been made, in these schemes an undertaking has been obtained from the name changed / newly formed utility and disbursements have been made to the newly formed utility by changing the name of the borrower in the name of new / name changed utility.

(iii) Where ever the Loan is sanctioned in the name of erstwhile APCPDCL, APNPDCL prior to bifurcation and documentation formalities completed with Government Guarantee and drawls have been made, further documentation for these schemes shall be done on Gazette Notification.

(iv) Once the final transfer scheme is notified through Gazette Notification by Govt, duly indicating the transfer of assets and liabilities among the power utilities, action for execution of documentation formalities will be taken up in respect of all the outstanding loans with the new / name changed utilities. Till that time, the demand for payment of interest / principal is being segregated by the Utilities and the respective portions are being paid by Utilities in Telangana and Andhra Pradesh.

17. The Ministry of Power launched a scheme ''Ujwal DISCOM Assurance Yojana'' (UDAY) for achieving financial turnaround of the DISCOMs which are reeling under burden of heavy debt and losses. As per the OM dated 20th November, 2015 issued by MoP on the UDAY scheme, States shall take over 75% of the DISCOM debt as on 30th September, 2015 over 2 years - 50% to be taken over in FY 2015-16 and 25% in FY 2016-17.

The States of Uttar Pradesh, Rajasthan, Punjab, Haryana, Bihar and Chhattisgarh have signed MoU with MoP for participation in the scheme. The DISCOMs of Punjab, Uttar Pradesh and Chhattisgarh have pre-paid their outstanding loan amounting to Rs. 10,003.69 Crores out of which Rs. 1,214.14 crore was received in April 2016, as a result of takeover of their debt by the respective States under the scheme. An amount of Rs. 19,640.22 Crores is further expected to be prepaid by the DISCOMs during the financial year 2016-17.

18. The Company''s main business is to provide finance to power sector. Accordingly, the Company does not have more than one segment eligible for reporting in terms of Accounting Standard-17.

19. CAPITAL TO RISK-WEIGHTED ASSETS RATIO (CRAR)

Being an Infrastructure Finance Company (IFC), REC is required to maintain a Capital to Risk Weighted Assets Ratio (CRAR) of 15% (with a minimum Tier I Capital of 10%).

20. There are no Off-Balance Sheet SPVs sponsored by the Company, which need to be consolidated as per accounting norms.

21. No penalties have been levied on the Company by any regulator during the year ended 31st March, 2016 (Previous year Nil).

However, the Company has received a notice from National Stock Exchange of India Ltd. (NSE) vide its letter No. Fines/2015-16/45075 dated 5th October, 2015 and from BSE Ltd. (BSE) vide its letter No. LIST/COMP/49-Woman Dir/126/2015- 16 dated 6th October, 2015 in pursuance of SEBI Circular No. CIR/CFD/CMD/1/2015 dated April 8, 2015 for payment of fine of Rs. 1,42,000 and X 1,47,000 (inclusive of service tax) respectively for non-compliance of Clause 49(II)(A)(1) of the listing agreement regarding non-appointment of woman director on the Board as on 30th September, 2015.

The Company has requested the Stock Exchanges to waive the fine amounts since the power to appoint Woman Director/Independent Directors is vested with President of India through the administrative Ministry as per Articles of Association of the Company and the Board of Directors or the Company cannot appoint Woman Director/Independent Directors on the Board of the Company and there is no violation on the part of the Company in the appointment of Woman Director/Independent Directors. The reply of the Stock Exchanges is still awaited.

22. No complaints have been received by the Company from the borrowers under the Fair Practices Code during the year ended 31st March, 2016 (Previous year Nil).

23. Previous year figures have been reclassified/ regrouped to conform to the current classification.

24. Figures in Rupees have been rounded off to the nearest crores with two decimals, unless expressly stated.

The Significant Accounting Policies and Notes to Accounts 1 to 51 are an integral part of Balance Sheet and Statement of Profit & Loss.

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Mar 31, 2015

1.1 The holders of the equity shares of the Company are entitled to receive dividends as and when declared by the Company and enjoy proportionate voting rights in case any resolution is put to vote. Further, the shareholders have all such rights, as may be available to a shareholder of a listed public company, under the Companies Act, 1956 (to the extent applicable), Companies Act, 2013 (to the extent notified), the terms of the listing agreements executed with the Stock Exchanges (i.e. National Stock Exchange of India Limited and BSE Limited), and Memorandum of Association and Articles of Association of the Company.

2.1 Additions in Securities Premium Account for the year ended 31st March, 2015 represent the premium of Nil (Previous Year Rs. 1.24 Crores) received on issue of Tax Free Bonds through private placement.

2.2 Debenture Redemption Reserve (DRR)

In accordance with provisions of Section 71(4) of the Companies Act, 2013 as further clarified by the Companies (Share Capital and Debentures) Rules, 2014 issued by Ministry of Corporate Affairs, Govt. of India, the company creates Debenture Redemption Reserve (DRR) upto 25% of the value of debentures issued through public issue as per present SEBI (Issue and Listing of Debt Securities) Regulations, 2008 during the maturity period of such debentures, and no DRR is required in the case of privately placed debentures. Accordingly, during the year, the company has created DRR amounting to Rs. 185.79 Crores (Previous year Rs. 185.79 Crores).

2.3 Foreign Currency Monetary Item Translation Difference Account

The company has opted towards an irrevocable option for amortising the foreign exchange fluctuation loss/gain on the long term foreign currency monetary items over the balance period of such items in accordance with Para 46A of Accounting Standard 11 ''The Effects of Changes in Foreign Exchange Rates''. Amount remaining to be amortised in ''Foreign Currency Monetary Item Translation Difference Account'' as on 31st March, 2015 is Rs. 335.46 Crores (Previous year Rs. 532.65 Crores).

2.4 Draw down from Reserves

An amount of Rs. 0.74 crores (net of tax Rs. 0.38 crores) has been adjusted in the retained earnings in respect of fixed assets, where the remaining useful life of such assets was Nil as at 1st April, 2014 in line with the provisions of the Schedule-II to the Companies Act, 2013.

3.1 Security Details of the Secured Borrowings

The Bond Series 77, 78, 79, 80, 81, 82, 83, 85, 86A, 86 B-III, 87-II, 87 A-III, 88, 90, 90 B-II, 90 C-II, 91-II, 92-II of Institutional Bonds and Series VIII of 54EC Capital Gain Tax Exemption Bonds are secured by a charge on (a) mortgage of Flat no. 640, Asiad Games Village, New Delhi and (b) pari passu charge on the receivables of our Company, both present and future, save and except receivables hypothecated to IL&FS Trust Company Limited on the basis of joint hypothecation agreement dated September 24, 2010 in favour of IDBI Trusteeship Services Ltd.

The Bond Series 116-I, 116-II, 117, 118, 119, 120, 121, 122 of Institutional Bonds are secured by a charge on first paripassu charge on the book debts of the issuer both present & future which are charged to other lenders / trustees and as may be agreed between the issuer and the trustee, pursuant to the terms of the Debenture /Bond Trust cum Hypothecation Deed with a minimum security cover of one time of the aggregate face value amount of the bonds outstanding at all times in favor of IDBI Trusteeship Services Ltd.

The Bond Series 123-I, 123-II, 123-IIIA, 123-IIIB, 123-IV, 124-I of Institutional Bonds are secured by way of first pari passu charge on the Specified Immovable Property and the book debts of the Issuer which are charged to other lender / trustee and as may be agreed between the Issuer and the Trustee, pursuant to the terms of the Bond Trust Deed with a minimum security cover of one time of the aggregate face value of amount of bonds outstanding at all times and amount of interest due thereon in favor of IDBI Trusteeship Services Ltd..

The Bond Series IX of 54EC Capital Gain Tax Exemption Bonds is secured by first pari passu charge on (a) mortgage of premises at Sub Plot No. 8, TPS No 2, FP No. 584P, situated at Village Subhanpura, Distt Vadodara and (b) hypothecation of receivables in favour of IDBI Trusteeship Services Ltd.

Tax Free Bonds issued during FY 2011-12 are secured by first pari passu charge on premises at Shop No. 12, Ground Floor, Block No. 35, Church Road, Mylapore, Chennai and hypothecation of receivables of Rs.4,998.66 Crores of MSEDCL in favour of IL&FS Trust Company Ltd.

Tax Free Bonds issued during FY 2012-13 are secured by first pari passu charge on (a) mortgage of premises at Sub Plot No. 8, TPS No 2, FP No. 584P, situated at Village Subhanpura, Distt Vadodara and (b) hypothecation of receivables in favour of SBICap Trustee Company Ltd.

Tax Free Bonds issued during FY 2013-14 are secured by first pari passu charge on the book debts (other than those that are exclusively charged/earmarked to lenders / other Trustees) of the Company in favour of SBICap Trustee Company Ltd.

The term loans are secured by a charge on the receivables of our Company, both present and future, save and except certain specific receivables hypothecated to IL&FS Trust Company Limited on the basis of joint hypothecation agreement dated September 24, 2010 in favour of IDBI Trusteeship Services Ltd.

3.2 Foreign Currency Borrowings have been raised at interest rates ranging from a spread of 117 bps to 220 bps over 6 Months'' USD/JPY LIBOR (London Inter Bank Offered Rate) except where rates have been stated above in Note No. 3.2.3.1.

3.3 Ratings assigned by credit rating agencies and migration of ratings during the year

Domestic and International Credit Rating

The domestic debt instruments of REC continue to enjoy "AAA" rating – the highest rating assigned by CRISIL, CARE, India Ratings & Research & ICRA-Credit Rating Agencies.

REC enjoys international credit rating equivalent to sovereign rating of India from International Credit Rating Agencies Moody''s and FITCH which is "Baa3" and "BBB-" respectively.

There has been no migration of ratings during the year.

4.1 The Company has no intention to make withdrawal from the special reserve created and maintained under section 36(1)(viii) of the Income Tax Act 1961. Hence, the special reserve created and maintained is not capable of being reversed and thus, it becomes a permanent difference as per Accounting Standard 22. Accordingly, the Company is not creating any deferred tax liability on the said reserve.

5.1 Subsidy Under Accelerated Generation & Supply Programme (AG&SP):

The Company is maintaining an Interest Subsidy Fund Account and was given AG&SP subsidy (for disbursement to the eligible borrowers) by Govt. of India at net present value calculated at indicative rates and year in accordance with GOI''s letter vide D.O.No. 32024/17/97-PFC dated 23.09.1997 and O.M.No.32024/23/2001-PFC dated 07.03.2003 irrespective of the actual repayment schedule, moratorium year and duration of repayment of the eligible schemes. The impact of difference between the indicative rate and year considered at the time of drawl and the actual can be ascertained only after the end of the respective schemes.

5.2 Government of India has appointed Rural Electrification Corporation Ltd. as a nodal agency for implementation of Deen Dayal Upadhyaya Gram Jyoti Yojna (DDUGJY). The funds received for disbursement to various agencies under the scheme are kept in a separate bank account. The undisbursed funds for the scheme (including the funds received under erstwhile RGGVY Scheme) including interest earned thereto are classified under "Undisbursed Subsidy/ grant" under the head "Other Current Liabilities".

During the year, interest earned of Rs. 61.78 Crores (Previous year Rs. 38.00 Crores) has been taken to DDUGJY Subsidy account. Further, during the year, an amount of Rs. 22.07 crores (Previous year Rs. 29.51 crores) has been refunded back to MoP out of the total interest on subsidy.

6.1.1 Loan balance confirmations for around 85% of total loan assets as on 31st March, 2015 have been received from the borrowers.

6.1.2 Loan Assets also include amount financed by the Company as per the Scheme for Financial Restructuring of State Distribution Companies (Discoms).

6.1.3 As at 31st March 2015, the dues of one of the borrowers were overdue for more than 6 months, thus, exceeding the time limit for classification of the borrower as ''Standard Asset''. Tariff order awarded by State Regulator in November 2013 and the concerned Appellate Tribunal in November 2014 for additional revenue in favour of the borrower had been challenged by the concerned Discom in Hon''ble Supreme Court. Since the matter was sub-judice in the Hon''ble Supreme Court, the borrower failed to pay the dues to the Company.

Hon''ble Supreme Court vide order dated 24th April 2015 quashed the appeal of the concerned discom and consequently, the State Regulator in its order dated 13th May, 2015 directed the Discom to pay the dues to the borrower at the earliest. Subsequently, the entire dues of the Company amounting to Rs. 54.15 crore have been cleared on 15th May 2015 i.e. before the date of signing of balance sheet. Therefore, in accordance with the provisions of Accounting Standard 4 (AS-4), ''Contingencies and Events Occurring after the Balance Sheet Date'', the classification of the borrower has been retained as ''Standard Asset''. Due to the treatment as specified above in compliance of AS-4, the Profit before Tax for the year 2014-15 is higher by Rs. 66.73 crores.

6.1.4 Alaknanda Hydro Power Company Limited (AHPCL) Shrinagar HEP is located at Uttarakhand. Ministry of Finance, considering the natural disaster in June 2013 at Uttarakhand had taken a decision that Banks should announce a moratorium on repayment of loan and interest for a period of one year in respect of all project loans that are outstanding in Uttarakhand. Ministry of Power vide their letter dated 6th December 2013 extended such benefit to AHPCL. Accordingly, REC sanctioned Funded Interest Term Loan (FITL) to AHPCL in June 2014.

RBI had issued circular dated 23rd January 2014, the Norms on restructuring of advance by NBFCs, which inter-alia stated that "the unrealized income represented by FITL should have a corresponding credit in an account styled as Sundry Liabilities Account (Interest Capitalisation)". In response to applicability of above circular, REC represented vide letter dated 28th April 2014 to RBI requesting among other that, "Hydro projects in Himalayan region and power projects affected by natural disaster may be kept outside the restructuring norms".

In response to the above request, RBI Vide letter dated 11th June 2014, allowed that the Transmission & Distribution, Renovation & Modernization and Life Extension projects as also the Hydro projects in Himalayan region or affected by natural disaster (new loans and outstanding stock of loans as on March 31, 2014) may be regulated by the REC''s existing restructuring norms till March 31, 2017.

The Company inferred about non creation of SLA for FITL and they can directly book the unrealized income represented by FITL as income without receiving the equivalent cash because of exemption from RBI guidelines dated 23rd January 2014 for provisioning of restructured Loans. Accordingly the Company has booked the unrealized income represented by FITL of AHPCL for Rs. 86.42 crore as income and referred the issue to RBI for clarification.

Pending clarification from RBI for the above, instead of creating a corresponding Sundry Liabilities Account (Interest Capitalisation), 100% allowance has been created in the books of accounts for the FITL in respect of AHPCL for Rs. 86.42 crores and the same shall be reviewed on receipt of clarification from RBI.

6.1.5 M/s Teesta Urja Limited (TUL) is executing Hydro Electric Project in the North Eastern State of Sikkim. Substantial physical progress has been achieved in the project and as per the latest report of Lenders Independent Engineer, cumulative physical progress of the project is 91.6%. TUL had fully tied up the project cost till 1st cost overrun. Accordingly, the charge on assets has been created as per the security documents carried out in consortium.

All the lenders, except one have sanctioned their proportionate shares towards debt requirement of 2nd cost overrun. In the meantime, the project faced issue of infusion of equity from its promoters. The issue regarding equity infusion was discussed in detail among stakeholders/ lenders of the company. As per the understanding in the meeting, Sikkim Power Investment Corporation Ltd. (SPICL) would take over the project with 51% equity from its current holding of 26% equity. The stake of all other promoters is therefore likely to come down on prorata basis to enable SPICL to have 51% equity. As such, the joint documentation for the 2nd cost overrun could not take place, pending execution of the proposed change in the management/ shareholding pattern.

Meanwhile, some of the lenders, including REC, adjusted their outstanding interest dues on the basis of bilateral agreement with the Company, against the loan sanctioned towards 2nd cost overrun to TUL. All the disbursements towards the 2nd cost overrun will be secured, once the joint documentation is executed and security created on project assets for the enhanced loan. Pending documentation, an amount of Rs. 202.15 crores has been classified as Unsecured.

6.1.6 REC, as a lead lender had sanctioned Rs. 650 Crore (Senior Debt: Rs. 555 Crore and Sub-Debt: Rs. 95 Crore) as initial sanction to Corporate Power Limited for 540 MW Phase-I TPP at Chandwa, Jharkhand. The Senior Debt of Rs. 555 Crore is secured by way of first charge on all the Company''s , present and future immovable properties, movables, all bank accounts, project documents, clearances, letter of credits, guarantees, insurance contracts and insurance proceeds etc. and pledge of shares representing 51% of the total paid up equity share capital of the Company. The Sub-Debt of Rs. 95 Crore is secured by second charge over the security given for Senior Debt and it is additionally secured by the Corporate Guarantee of Corporate Ispat and Alloys Limited (CIAL). Subsequently, REC, as lead lender, has sanctioned Rs. 196 Crore as additional loan towards funding of cost overrun.

The progress of Phase-I of the Project (where REC is Lead) as per last available Lender Independent Engineer''s Report, is approximately 96%. However, the account has become NPA on 30th June, 2014. As per REC Prudential Norms, a provision of 10% is required to be created on the Outstanding Loan amount. Accordingly, a provision of Rs. 81.17 Crore i.e. 10% of Rs. 811.74 Crores had been created on 30 June 2014. Lenders are exploring various options for the revival of the project including change in the management. Pending outcome of such efforts, as a matter of prudence, 100% allowance of Rs. 133.02 crore (for adjusted IDC amount) has been created in the books of accounts and for the balance loan amount of Rs. 678.72 crores, 10% allowance is created in the books as per REC Prudential Norms.

6.1.7 REC has sanctioned Rs. 1,150 Crore to Jas Infrastructure & Power Limited (JIPL). An expenditure of about Rs. 2,700 Cr has been incurred in the project, wherein REC''s disbursement is only Rs. 33.24 Crore. As project has been delayed considerably, lenders have constituted a Core- Committee to evaluate the further implementation strategy for the project, including change in management.

The account has become NPA on 30-06-2014. As per REC Prudential Norms, an allowance of 10% is required to be created on the outstanding loan amount. Accordingly, an allowance of Rs. 3.32 Cr i.e. 10% of Rs. 33.24 Crore been created on 30th June 2014. However, depending upon the further developments, REC may approach the lead lender for independent valuation of the project assets.

However, as a matter of prudence, 100% allowance of Rs. 2.29 crore (for adjusted IDC amount) for JIPL has been created in the accounts and for the balance loan amount of Rs. 30.95 crores, 10% allowance is created in the books as per REC Prudential Norms. The additional allowance shall be reviewed on the basis of outcome of the measures explained above.

7.1 The Company had made public issue of Tax Free Bonds of face value of Rs.1,000/- each aggregating to Rs. 4,500 Crores during the financial year 2013-14 in addition to private placement of the Tax Free Bonds of Rs. 1,500 Crores. The issue proceeds of Rs. 5.96 Crores remaining unutilised as on 31st March, 2014 have since been utilised for the purposes as mentioned in the Offer document.

8. CONTINGENT LIABILITIES AND COMMITMENTS :

8.1 Contingent Liabilities not provided for in respect of:

(Rs. in Crores)

Particulars As at As at 31.03.2015 31.03.2014

(A) Claims against the Company not acknowledged as debts 55.71 56.16

(B) Others

- Letters of Comfort 260.84 1,273.81

The amount referred to in ''A'' above includes Rs. 3.75 Crores (Previous year Rs. 5.24 Crores) is in respect of cases pending in various courts including arbitration cases and is dependent upon the outcome of settlement of court/arbitration cases and also includes Rs. 51.96 Crores (Previous year Rs. 50.92 Crores) against various demands raised by the Income Tax Department/ Service Tax Department including the cases pending in Delhi High Court/ Supreme Court.

9. The Company is registered with the Reserve Bank of India (RBI) as a Non-Banking Financial Company (NBFC) since 1997-98. As per notification No.DNBS(PD).CC No.12/02.01/99-2000 dated 13.1.2000 of RBI, Govt. companies as defined under Section 617 of the Companies Act, 1956 have been exempted from applicability of the provisions of Reserve Bank of India Act, 1934 relating to maintenance of liquid assets and creation of Reserve Funds and the Directions relating to acceptance of public deposits and Prudential Norms. The said notification is also applicable to REC, being a Govt. company as defined under Section 2 (45) of the Companies Act, 2013 (Section 617 of the erstwhile Companies Act, 1956). Accordingly, the Reserve Fund is not created.

Further, as per Para No. 1 (3) (iv) of RBI''s Master Circular No. DNBS (PD) CC No. 381/03.02.001/2014-15 dated July 1, 2014, REC being a Government Company continues to be exempted from the applicability of Non-Banking Financial (Non-Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions, 2007. However, RBI, vide its letters dated 25th July, 2013 and 4th April, 2014, has conveyed to the Company to comply with the Prudential Norms of RBI by 31st March, 2016 and follow the instructions contained in RBI Circular dated January 23, 2014 issued vide Notification No. DNBS (PD) No. 271/ CGM (NSV)-2014 in respect of restructuring of assets. Later, RBI vide its letter dated 11th June, 2014 has allowed exemption to the Company from RBI restructuring norms till March 31, 2017 for Transmission & Distribution, Renovation & Modernisation and Life Extension projects and also the Hydro projects in Himalayan region or affected by natural disasters. Further for new project loans to generating companies restructured w.e.f 01st April 2015, the provisioning requirement would be 5% and for stock of loans as on 31st March 2015 of such projects, the provisioning shall commence with a provision of 2.75% w.e.f 31st March 2015 and reaching 5% by 31st March 2018.

10. RBI, vide its letter dated September 17, 2010 had categorized REC as an Infrastructure Finance Company (IFC) in terms of instructions contained in RBI Circular CC No.168 dated February 12, 2010. As an IFC, the total permissible exposure for lending in the private sector is 25% of owned funds in case of single borrower and 40% in case of a single group of borrowers and exposure for lending and investing taken together can be upto 30% and 50% of owned funds, respectively.

In respect of Private Sector entities, the Company''s credit exposure to single borrowers and group borrowers did not exceed the RBI prudential exposure limits as at 31st March, 2015 and 31st March 2014.

In respect of Central/State Government entities, RBI vide its letter DNBS.CO.ZMD-N. No. 4868/55.18.014/2013-14 dated 4th April, 2014 has exempted REC from RBI Prudential Exposure limits till 31st March, 2016. In view of the exemption granted by RBI, our maximum credit exposure limits to Central and State power Utilities vary from 50% to 250% of owned funds, depending upon entity appraisal.

11. CHANGES IN ACCOUNTING POLICIES

Consequent to the notification of Companies Act, 2013, modifications have been made in Significant Accounting Policy No. 1(a) and 7. Further, modifications have been made in Significant Accounting Policy No. 2, 6. However, there is no financial impact of such modifications.

The Company has also changed its Significant Accounting Policy 4.1 regarding depreciation on fixed assets in alignment with Schedule-II to the Companies Act, 2013 which has become applicable from 1st April, 2014. If the company had followed the earlier policy, profit before tax for the year would have been higher by Rs. 2.89 Crores.

Further, the accounting policy on Provisioning against Loans has been amended to create provision @ 2.75% on stock of restructured loans. Thus, during the year, a provision has been made amounting to Rs. 451.77 Crores (Previous year Nil) on qualifying loans(comprising of loans to Public sector Rs. 11,682.23 Crores and loans to Private sector Rs. 4,745.92 Crores). Due to this change in accounting policy , the profit before tax is lower by Rs. 410.70 Crores after considering the existing provision on standard loan assets on these restructured loans.

11.2 Unsecured Advances against Intangible Assets

There are no such advances outstanding as on 31st March, 2015 (Previous year Nil) for which intangible collaterals such as rights, licenses, authority, etc. are charged in favour of the Company in respect of projects financed by the Company.

12. The Company has not entered into any securitisation/ assignment transactions during the FY 2014-15. Further, no assets have been sold to securitisation/ reconstruction company for asset reconstruction.

13. In accordance with the provisions of AS 9 ''Revenue Recognition'', the commitment fee of Rs. 4.84 Crores (Previous year Rs. 3.90 Crores) is not recognised in the books of accounts on account of the uncertainity of the receipt involved due to change in the drawal schedule etc. by the borrowers.

14. The National Electricity Fund (NEF), an interest subsidy scheme, has become operational during the year 2012-13. The scheme has been introduced by Govt. of India to promote the capital investment in the distribution sector. The scheme shall provide interest subsidy linked with reform measures, on the loans taken by public and private distribution power utilities for various capital works under Distribution sector. NEF would provide interest subsidy aggregating to Rs. 8,466 Crores (including interest subsidy to the borrowers, service charges to the nodal agency, payments to independent evaluators and other incidental expenses) spread over 13 years for loan disbursement against projects approved during 2012-13 and 2013-14. REC has been nominated as Nodal Agency for operationalisation of the NEF scheme in entire country.

15. Government of India has launched Deen Dayal Upadhyaya Gram Jyoti Yojana (DDUGJY) with the following components:

(i) Separation of agriculture and non-agriculture feeders facilitating judicious rostering of supply to agriculture & non-agriculture consumers in the rural areas;

(ii) Strengthening and augmentation of sub-transmission & distribution infrastructure in rural areas, including metering of distribution transformers/feeders/consumers

(iii) Rural electrification, as per CCEA approval dated 01.08.2013 for completion of the targets laid down under RGGVY for 12th and 13th Plans by carrying forward the approved outlay for RGGVY to DDUGJY.

The components at (i) and (ii) of the above scheme will have an estimated outlay of Rs. 43,033 crore including budgetary support of Rs. 33,453 crore from Government of India during the entire implementation period. The scheme of RGGVY as approved by CCEA for continuation in 12th and 13th plan will get subsumed in this scheme as a separate Rural Electrification (RE) component. REC has been nominated as nodal agency for operationalization of this scheme.

16. In the opinion of the management, the current assets, loans and advances appearing in the balance sheet have a value equivalent to the amount stated therein if realized during the ordinary course of business and all known liabilities have been provided.

17. As per the information available with the Company, there have been no reported cases of delayed payments of the principal amount or interest due thereon to Micro, Small & Medium enterprises.

17.1 The Company has not entered into any exchange traded Interest Rate (IR) derivatives.

17.2 Disclosure on Risk Exposure in Derivatives

17.2.1 Qualitative Disclosures

REC has Risk Management Policy duly approved by the Board.The policy covers the currency risk of the company. This policy provides the guiding parameters within which the Company can take decisions for managing the Currency Risk that it is exposed to on account of foreign currency loan. The purpose of the policy is to provide a framework to the Company for management of its foreign currency risk.

Risk Management Structure

An Asset Liability Management Committee (ALCO) is currently functioning under the chairmanship of CMD, Director (Finance), Director (Technical) and one Part-time Non Official Independent Director, Executive Directors and General Managers from Finance and Operating Divisions as its members. ALCO monitors Foreign currency risk with exchange rate and interest rate managed through various derivative instruments.

Derivative transactions include forwards, interest rate swaps, cross currency swaps and currency and cross currency options to hedge assets and liabilities. These derivative transactions are done for hedging purpose and not for trading or speculative purpose. These are accounted for on accrual basis and are not marked to market.

Type of Risks Involved

(i) Credit Risk - Credit risk is the risk of loss due to counterparty''s failure to perform on an obligation to the Company.

(ii) Market Risk - Market risk is the risk of loss due to adverse changes in the market value (the price) of an instrument or portfolio of instruments. Such exposures occurs with respect to derivative instruments when changes occur in market factors such as underlying interest rates, exchange rates etc or in the volatility of these factors.

(iii) Liquidity Risk - Liquidity risk is the risk of loss due to failure of the institution to meet its funding requirments or execute a transaction at a reasonable price. This may be market liquidity risk or funding liquidity risk.

(iv) Operational Risk - Operational risk is the risk of loss occuring as a result of inadequate system and control, deficiencies in information system, human error or a management failure. Derivative activities can pose challenging operational risk issue because of complexity of certain products and their continual evolution.

(v) Legal Risk - Legal risk is the risk of loss arising from contracts which are not legally enforceable or documented correctly.

(vi) Regulatory Risk - Regulatory risk is the risk of loss arising from failure to comply with regulatory or legal requirements.

18. RELATED PARTY DISCLOSURES:

(1) Key Managerial Personnel

Sh. Rajeev Sharma Chairman & Managing Director

Sh. Ajeet Kumar Agarwal Director (Finance)

Sh. P. J. Thakkar Director (Technical)

Sh. J. S. Amitabh GM & Company Secretary *

* Company Secretary has been designated as Key Managerial Personnel w.e.f. 1st April, 2014 in accordance with the provisions of the Companies Act, 2013.

(2) Other Related Parties

1. Subsidiary Companies

REC Transmission Projects Company Limited (RECTPCL)

REC Power Distribution Company Limited (RECPDCL)

2. Wholly owned Subsidiaries of REC Transmission Projects Company Limited

Nellore Transmission Limited - Incorporated on 04.12.2012

Baira Siul Sarna Transmission Limited - Incorporated on 24.01.2013

NRSS XXIX Transmission Limited- Incorporated on 29.07.2013 and transferred to Sterlite Display Technologies Private Limited (SDTPL), an investing affiliate of Sterlite Grid Limited, on 04.08.2014, substantially upon the terms and conditions as detailed in the Share Purchase Agreement executed between RECTPCL, NRSS XXIX Transmission Limited and SDTPL.

NRSS XXXI (A) Transmission Limited- Incorporated on 29.07.2013 and transferred to Power Grid Corporation of India Limited (PGCIL) on 12.05.2014, substantially upon the terms and conditions as detailed in the Share Purchase Agreement executed between RECTPCL, NRSS XXXI (A) Transmission Limited and PGCIL.

NRSS XXXI (B) Transmission Limited- Incorporated on 29.07.2013 and transferred to M/s Essel Infraprojects Limited (EIL) on 12.05.2014, substantially upon the terms and conditions as detailed in the Share Purchase Agreement executed between RECTPCL, NRSS XXXI (B) Transmission Limited and EIL.

Gadarwara (B) Transmission Limited - Incorporated on 30.07.2014 and transferred to Power Grid Corporation of India Limited (PGCIL) on 24.04.2015, substantially upon the terms and conditions as detailed in the Share Purchase Agreement executed between RECTPCL, Gadarwara (B) Transmission Limited and PGCIL.

Gadarwara (A) Transco Limited - Incorporated on 05.08.2014 and transferred to Power Grid Corporation of India Limited (PGCIL) on 24.04.2015, substantially upon the terms and conditions as detailed in the Share Purchase Agreement executed between RECTPCL, Gadarwara (A) Transco Limited and PGCIL.

Maheshwaram Transmission Limited - Incorporated on 14.08.2014

Vindhyachal Jabalpur Transmission Limited - Incorporated on 14.08.2014 and transferred to Power Grid Corporation of India Limited (PGCIL) on 26.02.2015, substantially upon the terms and conditions as detailed in the Share Purchase Agreement executed between Vindhyachal Jabalpur Transmission Limited and PGCIL.

19. DISCLOSURES FOR EMPLOYEE BENEFITS AS REQUIRED UNDER AS 15:

(1) Defined Contribution Plans

A. Provident Fund

Company pays fixed contribution of Provident Fund at pre-determined rates to a separate trust which invests the funds in permitted securities. The trust fixes the rate of interest on contribution to the members of the trust.

B. Defined Contribution Superannuation Scheme

The Company pays fixed contribution towards superannuation scheme at pre-determined rates to a separate trust which invests the funds with the Insurers. The Insurers fix the rate of interest on the balance standing to the credit of the accounts of the members of the trust. When the pension becomes payable to the member, the Insurers shall appropriate the member''s accumulation towards various annuities, as opted for by the member.

(2) Defined Benefit Plans - Post-Employment Benefits

A. Gratuity

The Company has a defined benefit gratuity plan. Every employee is entitled to gratuity as per the provisions of the Payment of Gratuity Act, 1972. The scheme is funded by the Company and is managed by separate trust. The liability of Gratuity is recognized on the basis of actuarial valuation.

B. Post Retirement Medical Facility (PRMF)

The Company has Post Retirement Medical Facility under which the entitled retired employees (including his/her spouse) are covered as per Company Rules. The expenditure is recognized in the Statement of Profit & Loss on the basis of actuarial valuation.

C. Other Defined Retirement Benefit (ODRB)

The Company has a scheme for settlement of the employee and their dependents at the time of superannuation at home town. The expenditure is recognized in the Statement of Profit & Loss on the basis of actuarial valuation.

The summarized position of various defined benefits recognized in the Statement of Profit & Loss, Balance Sheet and the funded status is as under:

20. STATUS OF DOCUMENTATION SUBSEQUENT TO UNBUNDLING OF SEBS

Some of the erstwhile State Electricity Boards (SEBs) against whom loans were outstanding or on whose behalf guarantees were given, were restructured by the respective State Governments and new entities were formed in the past. Consequently, the liabilities of the erstwhile SEBs stand transferred to new entities. However, transfer agreements in the case of Chhattisgarh State Electricity Board (CSEB), Kerala State Electricity Board (KSEB) and Meghalaya State Electricity Board (MSEB) are yet to be executed amongst the Company, new entities and the State Governments.

Agreements in case of Tamil Nadu State Electricity Board have been executed based on the provisional provisions of the Tamil Nadu Electricity (Re-organisation and Reforms) Transfer Scheme, 2010. However, further transfer agreements in this regard shall be executed, if required, on finalization of the Transfer Scheme.

Status of Documentation Subsequent to Reorganisation of the State of Andhra Pradesh

Subsequent to the reorganisation of erstwhile State of Andhra Pradesh, the state of Telangana has been formed on 2nd June, 2014. However, the assets and liabilities are yet to be transferred to the respective power utilities through a formal Gazette Notification.

Status of Documentation is as under:

(i) Where ever the loans have been sanctioned to erstwhile APCPDCL, APNPDCL and APGENCO prior to bifurcation and documentation has not been done, these schemes have been re-sanctioned in the name of newly formed utilities and documentation formalities completed and accordingly the charge has been registered with the Ministry of Corporate Affairs (MCA).

(ii) Where ever the loans sanctioned in the name of erstwhile APCPDCL, APNPDCL prior to bifurcation and documentation formalities completed and drawls have been made, in these schemes an undertaking has been obtained from the name changed / newly formed utility and disbursements have been made to the newly formed utility by changing the name of the borrower in the name of new / name changed utility.

(iii) Where ever the Loan is sanctioned in the name of erstwhile APCPDCL, APNPDCL prior to bifurcation and documentation formalities completed with Government Guarantee and drawls have been made, further documentation for these schemes shall be done on Gazette Notification.

(iv) Once the final transfer scheme is notified through Gazette Notification by Govt, duly indicating the transfer of assets and liabilities among the power utilities, action for execution of documentation formalities will be taken up in respect of all the outstanding loans with the new / name changed utilities. Till that time, the demand for payment of interest / principal is being segregated by the Utilities and the respective portions are being paid by Utilities in Telangana and Andhra Pradesh.

21. The Company''s main business is to provide finance to power sector. Accordingly, the Company does not have more than one segment eligible for reporting in terms of Accounting Standard-17.

22. There are no Off-Balance Sheet SPVs sponsored by the Company, which need to be consolidated as per accounting norms.

23. No penalties have been levied on the Company by any regulator during the financial year 2014-15 (Previous year Nil).

24. No complaints have been received by the Company from the borrowers under the Fair Practices Code during the financial year 2014-15 (Previous year Nil).

25. Previous year figures have been reclassified/ regrouped to conform to the current classification.

26. Figures in Rupees have been rounded off to the nearest crores with two decimals, unless expressly stated.

The Significant Accounting Policies and Notes to Accounts 1 to 49 are an integral part of Balance Sheet and Statement of Profit & Loss.

---

Mar 31, 2014

1. CONTINGENT LIABILITIES AND COMMITMENTS :

1.1 Contingent Liabilities not provided for in respect of:

(Rs. in Crores)

Particulars As at As at 31.03.2014 31.03.2013

A - Claims against the Company not acknowledged as debts 56.16 51.28

B - OTHERs

- Letters of Comfort 1,273.81 1,904.17

The amount referred to in ''A'' above includes Rs. 5.24 Crores (Previous year Rs. 5.17 Crores) is in respect of cases pending in various courts including arbitration cases and is dependent upon the outcome of settlement of court/arbitration cases and also includes Rs. 50.92 Crores (Previous year Rs. 46.11 Crores) against various demands raised by the Income Tax Department including the cases pending in Delhi High Court.

2. The Company is registered with the Reserve Bank of India (RBI) as a Non-Banking FINANCIAL Company (NBFC) since 1997-98. As per notifcation No.DNBS(PD).CC No.12/02.01/99-2000 dated 13.1.2000 of RBI, Govt. companies as Defined under Section 617 of the Companies Act, 1956 have been exempted from applicability of the provisions of Reserve Bank of India Act, 1934 relating to maintenance of liquid assets and creation of Reserve Funds and the Directions relating to acceptance of public deposits and prudential norms. The said notifcation is also applicable to REC, being a Govt. company conforming to Section 617 of the Companies Act, 1956. Further, as per Para No. 1 (3) (iv) of RBI''s Master Circular No. DNBS (PD) CC No. 333/03.02.001/2013-14 dated July 1, 2013, REC being a Government Company as Defined under section 617 of the Companies Act 1956 continues to be exempted from the applicability of Non-Banking FINANCIAL (Non- Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions, 2007. Moreover in view of the non- applicability of the provisions of Section 45 (I) C of the RBI Act 1934 regarding creation of Reserve Fund, the Reserve Fund is not created.

Further, RBI, vide its letter dated September 17, 2010 had categorized REC as an Infrastructure Finance Company (IFC) in terms of instructions contained in RBI Circular CC No.168 dated February 12, 2010. As an IFC, the total permissible exposure for lending in the private sector is 25% of owned funds in case of single borrower and 40% in case of a single group of borrowers and exposure for lending and investing taken together can be upto 30% and 50% of owned funds, respectively. REC is also required to maintain a Capital to Risk Weighted Assets Ratio (CRAR) of 15% (with a minimum Tier I Capital of 10%). Accordingly, the Prudential Norms were modifed with the approval of our Board on September 25, 2010. In view of the exemption granted by RBI, our maximum credit exposure limits to CENTRAL and State POWER Utilities vary from 50% to 250% of our net worth, depending upon entity appraisal.

3. On December 13, 2006, our Board of Directors approved Company''s Prudential Norms and amendments thereto were approved on February 21, 2009, September 25, 2010, May 28, 2013 and May 26, 2014. Some important features of these are given in the significant Accounting Policies also. However, in order to bring all "Systemically important" government-owned NBFCs within the framework of their prudential norms, RBI had advised our Company on December 12, 2006 to submit a ''road map''.

The Company submitted the road map to RBI through the Ministry of POWER and RBI , vide its letter dated June 29, 2010 had granted exemption to REC from its Prudential exposure Norms in respect of CENTRAL and State entities in the POWER sector, till March 31, 2012. In response to the Company''s submission for further extending the exemption period till at least the end of XII plan, forwarded to RBI by Ministry of POWER vide letter dated January 16, 2012, RBI, vide its letter dated April 4, 2012 had agreed to extend the exemption from adhering to RBI Prudential Norms till March 31, 2013, subject to furnishing a Roadmap upto June 30, 2012 for compliance with the RBI Prudential Norms as laid down in Non Banking FINANCIAL Companies (Non Deposit Accepting or Holding) Prudential Norms (Reserve Bank) Directions, 2007 as amended from time to time, within three years beginning April 1, 2013.

Accordingly, REC submitted the roadmap for compliance of the RBI Prudential Norms in phased manner w.e.f. 2012-13, vide letter dated 22nd June, 2012 to Ministry of POWER which was forwarded to RBI on 6th July, 2012. RBI, vide letter dated 25th July, 2013 has conveyed to REC that matters relating to restructuring/reschedulement/ renegotiation of assets and credit concentration norms are under consideration of the Bank and advised REC to take steps to comply with the prudential norms of RBI by 31st March, 2016. Subsequently, RBI vide letter dated April 4 2014, has exempted REC from credit concentration norms in respect of exposure to CENTRAL/ State Government entities till March 31 2016 and with regard to Restructuring of assets, REC has been advised that it may follow the instructions contained in RBI Circular DNBS.CO.PD.367/03.10.01/2013-14 dated January 23, 2014 issued vide Notifcation No. DNBS (PD) No. 271/ CGM (NSV)-2014 of the same date. Necessary steps would be taken by 31st March, 2016 in terms of RBI letters dated 04th April, 2012, 25th July, 2013 and 04th April, 2014. However, REC has taken up the matter with RBI and also through the Ministry of POWER, for suitable directions in this regard and necessary action shall be taken in subsequent years in the manner so advised by RBI.

4. The National Electricity Fund (NEF), an interest subsidy scheme, has become operational during the year 2012-13. The scheme has been introduced by Govt. of India to promote the capital investment in the DISTRIBUTION sector. The scheme shall provide interest subsidy linked with reform measures, on the LOANS taken by public and private DISTRIBUTION POWER utilities for various capital works under DISTRIBUTION sector. NEF would provide interest subsidy aggregating to Rs. 8,466 Crores (including interest subsidy to the borrowers, service charges to the nodal agency, payments to independent evaluators and OTHER incidental expenses) spread over 14 years for loan disbursement against projects approved during 2012-13 and 2013-14. REC has been nominated as Nodal Agency for operationalisation of the NEF scheme in entire country.

5. There has been shortfall (gross) in creation of Special Fund by some of the RE Cooperative Societies amounting to Rs. 5.86 Crores (Previous year Rs. 5.86 Crores).

6. Changes in Accounting POLICY

Modifications have been made in significant Accounting POLICY No. 1(a), 2.1a, 2.1e(1), 2.2 (i), 2.2(iv), 5, 6, 7 to make it more clarifcatory/ explicit. However, there is no financial impact of such modifications.

Further, the Company has changed its significant Accounting POLICY 2.3 (iv) regarding provision on Standard Assets which is now created at 0.25% of the outstanding standard assets as against creating it in a phased manner upto 31st March, 2015. If the company had followed the earlier POLICY, the profit after tax for the year ended March 31, 2014 would have been higher by Rs. 105.74 crore.

7. In the opinion of the management, the current assets, LOANS and advances appearing in the balance sheet have a value equivalent to the amount stated therein if realized during the ordinary course of BUSINESS and all known liabilities have been provided.

8. The Company has no outstanding liability towards Micro, Small and Medium undertakings.

9. As part of hedging strategy, the company has executed, in some cases, interest rate swaps from fixed rate of interest to foating rate of interest. The INR value of outstanding borrowing on which such swap has been exercised is Rs. 7,427.80 Crores (Previous year Rs. 7,211.80 Crores).

10. RELATED PARTY DISCLOSURES :

(1) Key Management Personnel

Sh. Rajeev Sharma Chairman & Managing Director (from 29.11.2011 A/N)

Sh. Ajeet Kumar Agarwal Director (Finance) (from 01.08.2012 F/N)

Sh. P.J. Thakkar Director (Technical) (from 02.05.2011 A/N)

(2) OTHER Related Parties

1. Subsidiary Companies

REC Transmission Projects Company Limited (RECTPCL) REC POWER DISTRIBUTION Company Limited (RECPDCL)

2. Wholly owned Subsidiaries of REC Transmission Projects Company Limited

Vizag Transmission Limited (VTL) - Incorporated on 30.11.2011 and transferred to POWER Grid Corporation of India Limited (PGCIL) on 30.08.2013, substantially upon the terms and conditions as detailed in the Share Purchase Agreement between RECTPCL, VTL and PGCIL

Kudgi Transmission Limited (KTL) - Incorporated on 27.11.2012 and transferred to L&T Infrastructure DEVELOPMENT Projects Limited (LTIDPL) on 30.08.2013, substantially upon the terms and conditions as detailed in the Share Purchase Agreement between RECTPCL, KTL and LTIDPL.

Unchahar Transmission Limited (UTL)- Incorporated on 17.12.2012 and transferred to POWER Grid Corporation of India Limited (PGCIL) on 24.03.2014, substantially upon the terms and conditions as detailed in the Share Purchase Agreement executed between RECTPCL, UTL and PGCIL.

Nellore Transmission Limited - Incorporated on 04.12.2012

Baira Siul Sarna Transmission Limited - Incorporated on 24.01.2013

NRSS XXIX Transmission Limited- Incorporated on 29.07.2013

NRSS XXXI (A) Transmission Limited- Incorporated on 29.07.2013 and transferred to POWER Grid Corporation of India Limited (PGCIL) on 12.05.2014, substantially upon the terms and conditions as detailed in the Share Purchase Agreement executed between RECTPCL, NRSS XXXI (A) Transmission Limited and PGCIL.

NRSS XXXI (B) Transmission Limited- Incorporated on 29.07.2013 and transferred to M/s Essel Infraprojects Limited (EIL) on 12.05.2014, substantially upon the terms and conditions as detailed in the Share Purchase Agreement executed between RECTPCL, NRSS XXXI (B) Transmission Limited and EIL.

11. The Company has adopted AS 15 (revised 2005) ''Employee benefits''. Defined employee benefit schemes are as follows:

A. Provident Fund

Company pays fixed contribution of Provident Fund at pre-determined rates to a separate trust which invests the funds in permitted securities. The trust fixes the rate of interest on contribution to the members of the trust. As per the management estimates, the fair value of the assets of the Provident fund including the returns of the assets thereof, as at 31.03.2014 is greater than the obligation under the Defined contribution plan.

B. Defined Contribution Superannuation Scheme

The Company pays fixed contribution towards superannuation scheme at pre-determined rates to a separate trust which invests the funds with the Insurers. The Insurers fix the rate of interest on the balance standing to the credit of the accounts of the members of the trust. When the pension becomes payable to the member, the Insurers shall appropriate the member''s accumulation towards various annuities, as opted for by the member. The expenditure is recognized in the Statement of profit & Loss on the basis of Defined contribution payable by the Company.

C. Gratuity

The Company has a Defined benefit gratuity plan. Every employee is entitled to gratuity as per the provisions of the Payment of Gratuity Act. The scheme is funded by the Company and is managed by separate trust. The liability of Gratuity is recognized on the basis of actuarial valuation.

D. Post Retirement Medical Facility (PRMF)

The Company has Post Retirement Medical Facility under which the entitled retired employees (including his/her spouse) are covered as per Company Rules. The expenditure is recognized in the Statement of profit & Loss on the basis of actuarial valuation.

E. Employees Family Economic Rehabilitation Scheme

The Company has a scheme to provide monetary benefit and support to the family of an employee in case of his/her permanent total disablement/ death if the same takes place while the employee is in service of the Company. The expenditure is recognized in the Statement of profit & Loss on the basis of actuarial valuation.

F. Scheme for Long Service Award to the Employees

The Company has a scheme for Long service Award to the employees on completion of milestones of continuous service of 10 years, 20 years and 30 years in the Company. The expenditure is recognized in the Statement of profit & Loss on the basis of actuarial valuation.

33. Some of the erstwhile State Electricity Boards (SEBs) against whom LOANS were outstanding or on whose behalf guarantees were given, were restructured by the respective State Governments and new entities were formed in the past. Consequently, the liabilities of the erstwhile SEBs stand transferred to new entities and transfer agreements in the case of Punjab State Electricity Board (PSEB), Himachal Pradesh State Electricity Board (HPSEB) and Chhattisgarh State Electricity Board (CSEB) are to be executed amongst the Company, new entities and the State Governments.

12. The Company''s main BUSINESS is to provide finance to POWER sector. Accordingly, the Company does not have more than one segment eligible for reporting in terms of Accounting Standard-17.

13. The Capital Adequacy Ratio of the Company as on 31.03.2014 is 19.35% (Previous year 17.71%).

14. The Company has no exposure to real estate sector as on 31.03.2014 (Previous year Nil).

15. Previous year fgures have been reclassified/ regrouped to conform to the current classifcation.

16. Figures in Rupees have been rounded off to the nearest crores with two decimals, unless expressly stated.

The significant Accounting Policies and Notes to Accounts 1 to 40 are an integral part of Balance Sheet and Statement of profit & Loss.

---

Mar 31, 2013

1.1 Security Details of the Secured Borrowings

The Bond Series 69 of Institutional Bonds is secured by a (a) mortgage of premises at 51 and 52/58-B, 5th floor, Mittal Tower, Block II, Backbay Scheme, Nariman Point, Colaba, Mumbai 400 005, Maharashtra, India and (b) a charge on the fixed and/ or current assets (book debts) of the Corporation in favour of IL&FS Trust Company Limited.

The Bond Series 73, 75 of Institutional Bonds are secured by a (a) mortgage of premises at 51 and 52/58-B, 5th floor, Mittal Tower, Block II, Backbay Scheme, Nariman Point, Colaba, Mumbai 400 005, Maharashtra, India and (b) pari passu charge on the receivables, both present and future, save and except receivables hypothecated to IL&FS Trust Company Limited on the basis of joint hypothecation agreement dated September 24, 2010 in favour of IDBI Trusteeship Services Ltd.

The Bond Series 77, 78, 79, 80, 81, 82, 83, 84, 85, 86, 86A, 86 B-II, 86 B-III, 87-I, 87-II, 87 A-II, 87 A-III, 87 C-III, 88, 89-II, 90, 90 A-II, 90 B-I, 90 B-II, 90 C-II, 91-II, 92-II, 93-II of Institutional Bonds and all 54EC Capital Gain Tax Exemption Bonds are secured by a charge on a (a) mortgage of Flat no. 640, Asiad Games Village, New Delhi 110 049, India and (b) pari passu charge on the receivables of our Company, both present and future, save and except receivables hypothecated to IL&FS Trust Company Limited on the basis of joint hypothecation agreement dated September 24, 2010 in favour of IDBI Trusteeship Services Ltd.

Tax Free Bonds (issued during FY 2011-12) are secured by first pari passu charge on premises at Shop No. 12, Ground Floor, Block No. 35, Church Road, Mylapore, Chennai and hypothecation of receivables of Rs. 4,998.66 crores of MSEDCL in favour of IL&FS Trust Company Ltd.

Tax Free Bonds (issued during FY 2012-13) are secured by first pari passu charge on (a) mortgage of premises at Sub Plot No. 8, TPS No 2, FP No. 584P, situated at Village Subhanpura, Distt Vadodara and (b) hypothecation of receivables in favour of SBICap Trustee Company Ltd.

All the term loans are secured by a charge on the receivables of our Company, both present and future, save and except certain specific receivables hypothecated to IL&FS Trust Company Limited on the basis of joint hypothecation agreement last updated on September 24, 2010.

1.2 54EC Capital Gain Tax Exemption Bonds are issued for a tenure of 3 years at interest rates of 6.00% to 6.25% payable annually. During the year, 54EC Capital Gain Tax Exemption Bonds Series VIII 2012-13 was issued with a 3 years'' tenor at interest rate of 6.00% payable annually. These bonds will be redeemed automatically at the end of lock-in period of 3 years.

3.1 The Company had made a public issue of Tax Free Bonds of face value of Rs. 1,000/- each aggregating to Rs. 3,000 crores during the financial year 2011-12. The bonds had been allotted on 27.03.2012 and the issue proceeds had been kept in designated Public Issue accounts. The issue proceeds have been utilised during the year for the purposes as mentioned in the Offer document.

The Company had made public issue of Tax Free Bonds of face value of Rs. 1,000/- each aggregating to Rs. 2,148.41 crores in two tranches during the financial year 2012-13 in addition to a private placement of the Tax Free Bond Issue of Rs. 500 crores. The bonds under public issue had been allotted in line with the prescribed guidelines and within Financial year 2012-13. The issue proceeds have been utilised for the purposes as mentioned in the Offer document except for Rs. 0.63 crores which is kept in designated public issue account pending its utilisation.

4.1 The Corporation has taken office space, accommodations for staff and space for ERP Data Centre on lease. These are classified as operating lease. Lease payments in respect of office space and data centre amounting to Rs. 2.39 crores (Previous year Rs. 2.38 crores) is shown under the head ''Other Expenses''. Lease payments in respect of accommodations for staff amounting to Rs. 1.57 crores (Previous year Rs. 1.27 crores) form part of ''Employees Benefit Expense.'' Future lease payments in respect of these lease agreements are as under:

5. Contingent Liabilities and Commitments :

5.1 Contingent Liabilities not provided for in respect of:

(Rs. in crores)

Particulars As at 31.03.2013 As at 31.03.2012

A-Claims against the Company not acknowledged as debts 51.28 59.84

B-Others

- Letters of Comfort 1,904.17 4,696.95

The amount referred to in ''A'' above includes Rs. 5.17 crores (Previous year Rs. 7.75 crores) which is pending in various courts including arbitration cases and is dependent upon the outcome of settlement of court/arbitration cases and also includes Rs. 46.11 crores (Previous year Rs. 52.09 crores) against various demands raised by the Income Tax Department including the cases pending in Delhi High Court.

6. The Corporation is registered with the Reserve Bank of India (RBI) as a Non-Banking Financial Company (NBFC) since 1997-98. As per notification No.DNBS(PD).CC No.12/D2.01/99-2000 dated 13.1.2000 of RBI, Govt. companies as defined under Section 617 of the Companies Act, 1956 have been exempted from applicability of the provisions of RBI Act 1934 relating to maintenance of liquid assets and creation of Reserve Funds and the Directions relating to acceptance of public deposits and prudential norms. The said notification is also applicable to REC, being a Govt. company conforming to Section 617 of the Companies Act, 1956. Further, as per Para No. 1 (3) (iv) of RBI''s Master Circular No. DNBS (PD) CC No. 279/03.02.001/2012-13 dated July 2, 2012, , REC being a Government Company as defined under section 617 of the Companies Act 1956 continues to be exempted from the applicability of Non-Banking Financial (Non-Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions, 2007. Moreover in view of the non applicability of the provisions of Section 45 (I) C of the RBI Act 1934 regarding creation of Reserve Fund, the Reserve Fund is not created.

Further, RBI, vide its letter dated September 17, 2010 had categorized REC as an Infrastructure Finance Company (IFC) in terms of instructions contained in RBI Circular CC No.168 dated February 12, 2010. As an IFC, the total permissible exposure for lending in the private sector is 25% of owned funds in case of single borrower and 40% in case of a single group of borrowers and exposure for lending and investing taken together can be upto 30% and 50% of owned funds, respectively. REC is also required to maintain a Capital to Risk Weighted Assets Ratio (CRAR) of 15% (with a minimum Tier I Capital of 10%). Accordingly, the Prudential Norms were modified with the approval of our Board on September 25, 2010. In view of the exemption granted by RBI, our maximum credit exposure limits to Central and State power Utilities vary from 50% to 250% of our net worth, depending upon entity appraisal.

7. On December 13, 2006 our Board of Directors approved Corporation''s Prudential Norms and amendments thereto were approved on February 21, 2009 and September 25, 2010. Some important features of these are given in the Significant Accounting Policies also. However, in order to bring all "Systemically important" government-owned NBFCs within the framework of their prudential norms, RBI had advised our Corporation on December 12, 2006 to submit a ''road map''. The Corporation submitted the road map to RBI through the Ministry of Power and RBI , vide its letter dated June 29, 2010 had granted exemption to REC from Prudential exposure Norms in respect of Central and State entities in the power sector, till March 31, 2012. In response to the Corporation''s submission for further extending the exemption period till at least the end of XII plan, forwarded to RBI by Ministry of Power vide letter dated January 16, 2012, RBI, vide its letter dated April 4, 2012 had agreed to extend the exemption from adhering to RBI Prudential Norms till March 31, 2013, subject to furnishing a Roadmap upto June 30, 2012 for compliance with the RBI Prudential Norms as laid down in Non Banking Financial Companies (Non Deposit Accepting or Holding) Prudential Norms (Reserve Bank) Directions, 2007 as amended from time to time, within three years beginning April 1, 2013. Accordingly, REC submitted the roadmap for compliance of the RBI Prudential Norms in phased manner w.e.f. 2012-13, vide letter dated 22nd June, 2012 to Ministry of Power which was forwarded to RBI on 6th July, 2012. Later RBI sought clarifications which were submitted. The phased implementation would be effected on response on roadmap from RBI. In respect of the proposed amendments for the year 2012-13, there is no financial impact, if implemented. Since the matter is under consideration of RBI, the Company is unable to ascertain the likely impact of the same, if any, in the later year(s).

8. The National Electricity Fund (NEF), an interest subsidy scheme, has become operational during this year. The scheme has been introduced by Govt. of India to promote the capital investment in the distribution sector. The scheme shall provide interest subsidy linked with reform measures, on the loans taken by public and private distribution power utilities for various capital works under Distribution sector. NEF would provide interest subsidy aggregating to Rs. 8,466 crores (including interest subsidy to the borrowers, service charges to the nodal agency, payments to independent evaluators and other incidental expenses) spread over 14 years for loan disbursement schemes, sanctioned during the 2 years viz. 2012-13 and 2013-14. REC has been nominated as Nodal Agency for operationalisation of the NEF scheme in entire country.

9. Changes in Accounting Policy

Modifications have been made in Significant Accounting Policy No. 2, 2.1a, 2.3(ii)(a), 4.1, 5, 6, 10.2, 10.3, 13.2, 15 to make it more clarificatory/ explicit. However, there is no financial impact of such modifications.

Further, the Company has formulated a New Accounting Policy 2.3 (iv) to create a provision against standard assets in a phased manner so as to make it a minimum of 0.25% by the end of financial year 2014-15. The profit before tax for the year is lower by Rs. 105.68 crores due to this Accounting Policy.

10. There has been shortfall (gross) in creation of Special Fund by some of the RE Cooperative Societies amounting to Rs. 5.86 crores (Previous year Rs. 5.71 crores).

11. Income Tax as applicable in respect of Interest accrued on bonds which are freely tradeable / transferable is deducted at source at the time of actual payment of interest to the bond holders.

12. In the opinion of the management, the current assets, loans and advances appearing in the balance sheet have a value equivalent to the amount stated therein if realized during the ordinary course of business and all known liabilities have been provided.

13. The Corporation has no outstanding liability towards Micro, Small and Medium undertakings.

14. As part of hedging strategy, the company has executed, in some cases, interest rate swaps from fixed rate of interest to floating rate of interest. The INR value of outstanding borrowing on which such swap has been exercised is Rs. 7,211.80 crores (Previous year Rs. 7,150 crores).

15. Related Party Disclosures :

(1) Key Management Personnel

Sh. Rajeev Sharma Chairman & Managing Director (from 29.11.2011 A/N)

Sh. H.D. Khunteta Director (Finance) (till 31.07.2012 F/N)

Sh. Ajeet Kumar Agarwal Director (Finance) (from 01.08.2012 F/N)

Sh. P.J. Thakkar Director (Technical) (from 02.05.2011 A/N)

(2) Other Related Parties

1. Subsidiary Companies

REC Transmission Projects Company Limited (RECTPCL)

REC Power Distribution Company Limited (RECPDCL)

2. Wholly owned Subsidiaries of REC Transmission Projects Company Limited

Vemagiri Transmission System Limited (VTSL) - Incorporated on 21.04.2011 and transferred to Power Grid Corporation of India Limited (PGCIL) on 8.04.2012, substantially upon the terms and conditions as detailed in the Share Purchase Agreement executed between RECTPCL, VTSL and PGCIL)

Vizag Transmission Limited (VTL) - Incorporated on 30.11.2011

Kudgi Transmission Limited - Incorporated on 27.11.2012

Nellore Transmission Limited - Incorporated on 04.12.2012

Unchahar Transmission Limited - Incorporated on 17.12.2012

Baira Siul Sarna Transmission Limited - Incorporated on 24.01.2013

33. The Corporation has adopted AS 15 (revised 2005) ''Employees Benefit''. Defined employee benefit schemes are as follows:

A. Provident Fund

Corporation pays fixed contribution of Provident Fund at pre-determined rates to a separate trust which invests the funds in permitted securities. The trust fixes the rate of interest on contribution to the members of the trust. As per the management estimates, the fair value of the assets of the Provident fund including the returns of the assets thereof, as at 31.03.2013 is greater than the obligation under the defined contribution plan.

B. Defined Contribution Superannuation Scheme

Corporation pays fixed contribution towards superannuation scheme at pre-determined rates to a separate trust which invests the funds with the Insurers. The Insurers fix the rate of interest on the balance standing to the credit of the accounts of the members of the trust. When the pension becomes payable to the member, the Insurers shall appropriate the member''s accumulation towards various annuities, as opted for by the member. The expenditure is recognized in the Statement of Profit & Loss on the basis of defined contribution payable by the Corporation.

C. Gratuity

The Corporation has a defined benefit gratuity plan. Every employee is entitled to gratuity as per the provisions of the Payment of Gratuity Act. The scheme is funded by the Corporation and is managed by separate trust. The liability of Gratuity is recognized on the basis of actuarial valuation.

D. Post Retirement Medical Facility (PRMF)

The corporation has Post Retirement Medical Facility under which the entitled retired employees (including his/her spouse) are covered as per Corporation''s rule. The expenditure is recognized in the Statement of Profit & Loss on the basis of actuarial valuation.

E. Employees Family Economic Rehabilitation Scheme

The Corporation has a scheme to provide monetary benefit and support to the family of an employee in case of his/her permanent total disablement/ death if the same takes place while the employee is in service of the Corporation. The expenditure is recognized in the Statement of Profit & Loss on the basis of actuarial valuation.

F. Scheme for Long Service Award to the Employees

The Corporation has a scheme for Long service Award to the employees on completion of milestones of continuous service of 10 years, 20 years and 30 years in the corporation. The expenditure is recognized in the Statement of Profit & Loss on the basis of actuarial valuation.

G. Other Defined Retirement Benefit (ODRB)

The Corporation has a scheme for settlement of the employee and their dependents at the time of superannuation at home town. The expenditure is recognized in the Statement of Profit & Loss on the basis of actuarial valuation.

The summarized position of various defined benefits recognized in the Statement of Profit & Loss, Balance Sheet and the funded status are as under:

16. Some of the erstwhile State Electricity Boards (SEBs) against whom loans were outstanding or on whose behalf guarantees were given, were restructured by the respective State Governments and new entities were formed in the past. Consequently, the liabilities of the erstwhile SEBs stand transferred to new entities and transfer agreements in the case of Punjab State Electricity Board (PSEB), Himachal Pradesh State Electricity Board (HPSEB) and Chhattisgarh State Electricity Board (CSEB) are to be executed amongst the Corporation, new entities and the State Governments.

17. Repayment schedule in respect of certain Standard Assets were revised during the year on account of various reasons like extension of Commercial Operation Date etc. These loans continue to remain Standard Assets. The movement of all outstanding loans rescheduled by the Corporation till 31.03.2013 is as under:

18. The Corporation''s main business is to provide finance to power sector. Accordingly, the Corporation does not have more than one segment eligible for reporting in terms of Accounting Standard No.17 issued by the Institute of Chartered Accountants of India.

19. The Capital Adequacy Ratio of the Corporation as on 31.03.2013 is 17.71% (Previous year 16.00%).

20. The Company has no exposure to real estate sector as on 31.03.2013 (Previous year Nil).

21. Previous year figures have been reclassified/ regrouped to conform to the current classification.

22. Figures in Rupees have been rounded off to the nearest crores with two decimals, unless expressly stated.

The Significant Accounting Policies and Notes to Accounts 1 to 41 are an integral part of Balance Sheet and Statement of Profit & Loss.

---

Mar 31, 2012

1. On December 13, 2006, our Board of Directors approved Corporation's Prudential Norms and amendments thereto were approved on February 21, 2009 and September 25, 2010. However, in order to bring all "systemically important" government-owned NBFCs within the framework of the prudential norms, the RBI had advised our Corporation on December 12, 2006 to submit a 'road map' for compliance with various ele- ments of the regulations governing NBFCs. The Corporation submitted the road map to RBI through the Ministry of Power and RBI, vide its letter dated June 29, 2010 had granted exemption to REC from Prudential Exposure Norms in respect of Central and State entities in Power Sector till March 31, 2012. In response to the Corporation's submission for further extending the exemption period till atleast the end of XII plan, forwarded to RBI by Ministry of Power (MoP) vide letter dated January 16, 2012, RBI, vide its letter dated April 4, 2012 has agreed to extend the exemption from adhering to RBI Prudential Norms till March 31, 2013, subject to furnishing a Roadmap upto June 30, 2012 for compliance with the RBI Prudential Norms as laid down in Non Banking Financial Companies (Non Deposit Accepting or Holding) Prudential Norms (Reserve Bank) Directions, 2007 as amended from time to time, within three years beginning April 1, 2013.

Further, RBI, vide its letter dated September 17, 2010, had categorized REC as an Infrastructure Finance Company (IFC) in terms of instructions contained in RBI Circular CC No.168 dated February 12, 2010. As an IFC, the total permissible exposure for lending in the private sector would be 25% of owned funds in case of a single borrower and 40% in case of a single group of borrowers and exposure for lending and investing taken together can be upto 30% and 50% of owned funds, respectively. REC is also required to maintain a Capital to Risk Weighted Assets Ratio (CRAR) of 15% (with a minimum Tier I Capital of 10%). Accordingly, the Prudential Norms have been modified with the approval of our Board on September 25, 2010. In view of the exemption granted by RBI in respect of Central and State Entities in power sector, our maximum credit exposure limits to such Utilities varies from 50% to 250% of our net worth, depending upon entity appraisal and status of unbundling of the respective State Utilities.

2. The Corporation is registered with the Reserve Bank of India (RBI) as a Non-Banking Financial Company (NBFC) since 1997-98. As per notifica- tion No. DNBS (PD), CC No. 12/D2.01/99-2000 dated 13.1.2000 of RBI, Govt. Companies conforming to Section 617 of the Companies Act have been exempted from applicability of the provisions of RBI Act 1934 relating to maintenance of liquid assets and creation of Reserve Funds and the Directions relating to acceptance of public deposits and prudential norms. The said notification is also applicable to REC, being a Govt. Company conforming to Section 617 of the Companies Act, 1956. Moreover in view of the non applicability of the provisions of section 45 (I) C of the RBI Act, 1934 regarding creation of Reserve Fund, the Reserve Fund is not created.

3. Changes in Accounting Policy

3.1 The company has adopted to account for gain or loss on interest rate swaps on domestic borrowings on accrual basis in conformity to the Significant Accounting Policy 1.(a) as against the earlier accounting policy of adjusting the interest cost as on the settlement date. Due to this change in accounting policy, the profit for the year ended 31.03.2012 is higher by Rs. 2.42 Crores (net of taxes).

3.2 The company has changed its Significant Accounting Policy 14.1 w.e.f. 01.04.2011 with respect to the accounting treatment of foreign cur- rency translation differences in accordance with Para 46A of Accounting Standard 11 'The Effects of Changes in Foreign Exchange Rates' and has opted for amortising the foreign exchange fluctuation loss/(gain) on the long term foreign currency monetary items over the balance period of such items. Accordingly, the amortisation of foreign exchange fluctuation loss of Rs. 27.14 Crores is included under the head 'Foreign Currency Exchange Fluctuation Loss' in the Statement of Profit and Loss. Due to this change in accounting policy, the profit for the year ended 31.03.2012 is higher by Rs. 135.50 Crores (net of taxes).

3.3 Modifications have been made in Significant Accounting Policy No. 4.1 to make it more clarificatory/ explicit. However, there is no financial impact of such modification.

4. There has been shortfall (gross) in creation of Special Fund by some of the RE Cooperative Societies amounting to Rs. 5.71 Crores (Previous year Rs. 5.68 Crores) and the societies are pursued to create the required Special Fund.

5. Balance confirmation has been received from most of the borrowers of the Corporation.

6. Income Tax as applicable in respect of Interest accrued on bonds is deducted at source at the time of actual payment of interest to the bond holders since such bonds are freely transferable.

7. In terms of Accounting Policy No. 10.2, the balances in respect of Interest Warrants Accounts as on 31.03.2012 held in specified banks are Rs. 14.10 Crores (Previous year Rs. 23.76 Crores).

8. In the opinion of the management, the current assets, loans and advances appearing in the balance sheet have a value equivalent to the amount stated therein if realized during the ordinary course of business and all known liabilities have been provided.

9. Provision for impairment loss as required under Accounting Standard-28 'Impairment of Assets' is not necessary as in the opinion of manage- ment there is no impairment of the assets of the Corporation in terms of AS-28.

10. The Corporation has no outstanding liability towards Micro, Small and Medium undertakings.

11. As part of hedging strategy, the company has executed, in some cases, interest rate swaps from fixed rate of interest to floating rate of interest. The INR value of outstanding borrowing on which such swap has been exercised is Rs. 7,150.00 Crores. During the year ended 31.03.2012, the Corporation has reduced cost of borrowing to the extent of Rs. 20.03 Crores (Previous year Rs. 41.15 Crores) on account of these swap transactions linked to rupee borrowing.

12. The Corporation has adopted AS 15 (revised 2005) 'Employees Benefit'. Defined employee benefit schemes are as follows:

A. Provident Fund

Corporation pays fixed contribution of Provident Fund at pre-determined rates to a separate trust which invests the funds in permitted securi- ties. The trust fixes the rate of interest on contribution to the members of the trust. As per the management estimates, the fair value of the assets of the Provident fund including the returns of the assets thereof, as at 31.03.2012 is greater than the obligation under the defined contribution plan.

B. Defined Contribution Superannuation Scheme

Corporation pays fixed contribution towards superannuation scheme at pre-determined rates to a separate trust which invests the funds with an Insurer. The Insurer fixes the rate of interest on the balance standing to the credit of the accounts of the members of the trust. When the pension becomes payable to the member, the Insurer shall appropriate the member's accumulation towards various annuities, as opted for by the member. The expenditure is recognized in the Profit & Loss account on the basis of defined contribution payable by the Corporation.

C. Gratuity

The Corporation has a defined benefit gratuity plan. Every employee is entitled to gratuity as per the provisions of the Payment of Gratuity Act. The scheme is funded by the Corporation and is managed by separate trust. The liability of Gratuity is recognized on the basis of actuarial valuation.

D. Post Retirement Medical Facility (PRMF)

The corporation has Post Retirement Medical Facility under which the entitled retired employees (including his/her spouse) are covered as per Corporation's rule. The expenditure is recognized in the profit & loss account on the basis of actuarial valuation.

E. Employees Family Economic Rehabilitation Scheme

The Corporation has a scheme to provide monetary benefit and support to the family of an employee in case of his/her permanent total disablement/ death if the same takes place while the employee is in service of the Corporation. The expenditure is recognized in the Profit & Loss account on the basis of actuarial valuation.

F. Scheme for Long Service Award to the Employees

The Corporation has a scheme for Long service Award to the employees on completion of milestones of continuous service of 10 years, 20 years and 30 years in the corporation. The expenditure is recognized in the profit & loss account on the basis of actuarial valuation.

G. Other Defined Retirement Benefit (ODRB)

The Corporation has a scheme for settlement of the employee and their dependents at the time of superannuation at home town. The expenditure is recognized in the profit & loss account on the basis of actuarial valuation.

- The Expected Rate of Return on Assets over the accounting year is assumed rate of return.

- The Principle assumptions are the discount rate and salary growth rate. The discount rate is generally based on the market yields available on govt. bonds at the accounting date with a term that matches the liabilities and the salary Growth rate takes account of inflation, seniority, promotions and other relevant factors as long term basis. The above information is certified by the Actuary.

13. Some of the erstwhile State Electricity Boards (SEBs) against whom loans were outstanding or on whose behalf guarantees were given, were restructured by the respective State Governments and new entities were formed in the past. Consequently, the liabilities of the erstwhile SEBs stand transferred to new entities and transfer agreements in some of the cases are to be executed amongst the Corporation, new entities and the State Governments.

14. The Corporation's main business is to provide finance to power sector. Accordingly, the Corporation does not have more than one segment eligible for reporting in terms of Accounting Standard No.17 issued by the Institute of Chartered Accountants of India.

15. The Capital Adequacy Ratio of the Corporation as on 31.03.2012 is 16.00% (Previous year 19.09%).

16. The Company has no exposure to real estate sector as on 31.03.2012 (Previous year Nil).

17. The financial statements for the year ended March 31, 2011 had been prepared as per the then applicable, pre-revised Schedule VI to the Companies Act, 1956. Consequent to the notification of Revised Schedule VI under the Companies Act, 1956, the financial statements for the year ended 31.03.2012 have been prepared as per Revised Schedule VI. Accordingly, the previous year figures have also been reclassified to conform to this year's classification.

18. Figures in Rupees have been rounded off to the nearest crores with two decimals, unless expressly stated. The figures in rupees in financial statements for the financial year ended 31.03.2011 were rounded off to the nearest lakhs. Therefore, to make the figures comparable, the previous year figures in Rupees have also been rounded off to the nearest crore with rounding off adjustment, wherever required

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Mar 31, 2011

1. Contingent Liabilities not provided for in respect of:- (Rs. in lacs)

Sl. Particulars As at As at No. 31.03.2011 31.03.2010

(a) Claims against the Corporation 513.00 494.49 not acknowledged as debts, (including Rs.499.10 lacs pending in various courts including arbitration cases as on 31.03.2011 (Previous year Rs.406.36 lacs)

(b) Others 142265.54 176559.67

The amount referred to in 1(a) above is dependent upon the outcome of settlement of court/arbitration cases.

The amount under 1(b) includes Rs.135270 lacs (Previous year Rs.173970 lacs) against Letters of Comfort issued to various Banks for opening of Letters of credit to procure generation equipment against loan sanctioned by the Corporation to its borrowers and Rs.4820.39 lacs (previous year Rs.1557.65 lacs) pertain to the difference in the interest rate being charged on private parties that have not been graded and whose loans are being charged at the highest rate applicable to the lowest graded borrowers.

The amount under 1(b) also includes Rs.2175.15 lacs (Previous year Rs.1032.02 lacs) against various demands raised by the Income Tax Department pursuant to Assessment Orders for Assessment Years 2003-04, 2006-07 and 2008-09. Appeals have been fled against these orders with CIT (Appeals) by the company. Refunds are also due to the company for various assessment years starting from Assessment Year 1998-99 to 2004-05. Out of the refund due to the company for Assessment Year 2004-05, a sum of Rs.669.53 lacs has been adjusted by the Income Tax Department against the demands for Assessment Years 2003-04 & 2008-09 and accordingly the adjustment has been made in the books of accounts by treating this sum as Advance Income Tax.

2. Estimated amount of the contracts remaining to the executed on capital account and not provided for as at March 31, 2011 is Rs.1331.57 lacs (previous year Rs.599.26 lacs).

3. The Corporation is registered with the Reserve Bank of India (RBI) as a Non-Banking Financial Company (NBFC) since 1997- 98. As per notification No. DNBS (PD), CC No. 12/D2.01/99- 2000 dated 13.1.2000 of RBI, Govt. Companies conforming to Section 617 of the Companies Act have been exempted from applicability of the provisions of RBI Act 1934 relating to maintenance of liquid assets and creation of Reserve Funds and the Directions relating to acceptance of public deposits and prudential norms. The said notification is also applicable to REC, being a Govt. Company conforming to Section 617 of the

Companies Act, 1956. Moreover in view of the non applicability of the provisions of section 45 (I) C of the RBI Act, 1934 regarding creation of Reserve Fund, the Reserve Fund is not created.

4. On December 13, 2006, our Board of Directors approved Corporation's Prudential Norms and amendments thereto were approved on February 21 ,2009 and September 25,2010. However, in order to bring all "systemically important" government-owned NBFCs within the framework of the prudential norms, the RBI had advised our Corporation on December 12, 2006 to submit a ‘road map' for compliance with various elements of the regulations governing NBFCs. The Corporation submitted the road map to RBI through the Ministry of Power and RBI, vide its letter dated June 29, 2010 has granted exemption to REC from Prudential Exposure Norms in respect of Central and State entities in Power Sector till March 31, 2012.

Further, RBI, vide its letter dated September 17, 2010, has categorized REC as an Infrastructure Finance Company (IFC) in terms of instructions contained in RBI Circular CC No.168 dated February 12, 2010. As an IFC, the total permissible exposure for lending in the private sector would be 25% of owned funds in case of a single borrower and 40% in case of a single group of borrowers and exposure for lending and investing taken together can be upto 30% and 50% of owned funds, respectively. REC is also required to maintain a Capital to Risk Weighted Assets Ratio (CRAR) of 15% (with a minimum Tier I Capital of 10%). Accordingly, the Prudential Norms have been modified with the approval of our Board on September 25, 2010. In view of the exemption granted by RBI in respect of Central and State Entities in power sector, our maximum credit exposure limits to such Utilities varies from 50% to 250% of our net worth, depending upon entity appraisal and status of unbundling of the respective State Utilities.

5. There has been shortfall in creation of Special Fund by some of the RE Cooperative Societies amounting to Rs.290.62 lacs (Previous year Rs.301.45 lacs) and the societies are pursued to create the required Special Fund.

6. Balance confirmation has been received from some of the borrowers.

7. Income Tax as applicable in respect of Interest accrued on bonds is deducted at source at the time of actual payment of interest to the bond holders since such bonds are freely transferable.

8. The formalities regarding registration of conveyance deeds etc. in respect of some of the Land & Building acquired by the Corporation amounting to Rs.458.83 lacs (Previous year Rs.3,630.58 lacs) are in the process of completion.

9. In terms of Accounting Policy No. 10.2, the balances in respect of Interest Warrants Accounts (both for institutional and 54EC Bonds) as on 31.03.2011 held in specified banks are Rs.2375.69 lacs (previous year Rs.3431.32 lacs).

10. In the opinion of the management, the current assets, loans and advances appearing in the balance sheet have a value equivalent to the amount stated therein if realized during the ordinary course of business and all known liabilities have been provided.

11. Provision for impairment loss as required under Accounting Standard-28 on impairment of Assets is not necessary as in the opinion of management there is no impairment of the Corporation's Assets in terms of AS-28.

12. The Corporation has no outstanding liability towards Micro, Small and Medium undertakings.

13. No Bond Redemption Reserve (BRR) has been created since in terms of clarifications issued by the Department of Company Aaffairs, Govt. of India vide no.6/3/2001-CL.V dated 18.4.2002, BRR is not required to be created in the case of privately placed debentures issued by NBFC's registered with the RBI under section 45-IA of the RBI (Amendment) Act, 1997.

14. As part of hedging strategy, the company has executed, in some cases, interest rate swaps from fixed to floating to lower the cost by taking benefit of interest rate movement. The INR value of outstanding borrowing on which such swap has been exercised is Rs.565,000 Lacs.

During the year ended 31.03.2011, the Corporation has reduced cost of borrowing to the extent of Rs.4,114.71 lacs (Previous year Rs.765.69 lacs) on account of swap (coupon only) transactions linked to rupee borrowing.

The Net Mark to Market position in respect of the above swap transactions as on 31.03.2011 is of Rs.26,195.32 lacs (favorable) (Previous year Rs.16,544.12 lacs favorable).

In respect of foreign currency borrowings, the company has executed cross currency swaps to hedge the Foreign Currency Exposure.

(B) Information in relation to the interest of the Corporation in Joint Venture as required under Accounting Standard –27 issued by ICAI:

Investments also include Rs.62.50 lacs (Previous year Rs.62.50 lacs) representing Corporation's contribution in the equity of Joint Venture Company "Energy Efficiency Services Limited" (EESL) promoted by Ministry of Power. This represents the 25% equity of EESL as on March 31, 2011. Corporation has also made application for allotment of further Equity amounting to Rs.2437.50 lacs for which Shares are yet to be allotted. The Corporation is not having material control on the day to day operations of the Joint Venture Company though it has Significant influence on the company. Accordingly, the investment is accounted for at cost.

15. Related Party Disclosure:

A. Key Management Personnel:

Sh. P. Uma Shankar Chairman & Managing Director (till 15.06.2010 FN) Dr. J. M. Phatak Chairman & Managing Director (from 15.06.2010 AN)

Sh. H.D. Khunteta Director (Finance)

Sh. Guljit Kapur Director (Technical)

Remuneration to whole time Directors including Chairman & Managing Director is disclosed in Note No.15.

Advances due from whole time Directors including Chairman & Managing Director have been disclosed in Note No.15.

B. Other Related Parties with whom transactions exist:

subsidiary Companies: relationship

1. REC Transmission Projects Company Ltd. Subsidiary

2. REC Power Distribution Company Ltd. Subsidiary

16. Subsidy Under Accelerated Generation & Supply Programme (AG&SP): -

The Corporation is maintaining a Interest Subsidy Fund Account and was given AG&SP subsidy (for disbursement to the eligible borrowers) by Govt. of India at net present value calculated at indicative rates and year in accordance with GOI's letter vide D.O.No. 32024/17/97-PFC dated 23.09.1997 and O.M.No.32024/23/2001-PFC dated 07.03.03 irrespective of the actual repayment schedule, moratorium year and duration of repayment of the eligible schemes. The impact of difference between the indicative rate and year considered at the time of drawl and the actual can be ascertained only after the end of the respective schemes.

17. The Corporation has been providing for deferred tax assets / liabilities in terms of Accounting Standard No. 22 on Accounting for Taxes on Income.

18. In terms of Accounting Standard No. 20 issued by the Institute of Chartered Accountants of India, Earnings per share (Basic and Diluted) is worked out as under: -

19. Some of the erstwhile State Electricity Boards (SEBs) against whom loans were outstanding or on whose behalf guarantees were given, were restructured by the respective State Governments and new entities were formed in the past. Consequently, the liabilities of the erstwhile SEBs stand transferred to new entities and transfer agreements in some of the cases are to be executed amongst the Corporation, new entities and the State Governments.

20. The expenses of Rs. 643.98 lacs incurred up to Financial Year 2006- 07 on RGGVY implementation were adjusted out of interest earned on such funds. The Corporation had approached MOP for regularization of above adjustments which is still pending. The management considers that amount is still recoverable from Govt. of India.

21. The Corporation has adopted AS-15 (revised 2005) ‘Employees Benefit'. Defined employee benefit schemes are as follows:

a. Provident Fund

Corporation pays fixed contribution of Provident Fund at pre-determined rates to a separate trust which invests the funds in permitted securities. The trust fixes the rate of interest on contribution to the members of the trust. As per Actuarial report, the affair value of the assets of the Provident fund including the returns of the assets thereof, as at 31st March 2011 is greater than the obligation under the defined contribution plan.

b. Gratuity

The Corporation has a defined benefit gratuity plan. Every employee is entitled to gratuity as per the provisions of the Payment of Gratuity Act. The scheme is funded by the Corporation and is managed by separate trust. The liability of Gratuity is recognized on the basis of actuarial valuation.

c. Post-Retirement Medical Facility (PRMF)

The corporation has Post Retirement Medical Facility under which entitled retired (including his/her spouse) are covered as per Corporation's rule. The expenditure is recognized in the profit & loss account on the basis of actuarial valuation.

d. Employees Family Economic Rehabilitation Scheme

The Corporation has a scheme to provide monetary benefit and support to the family of an employee in case of his/her permanent total disablement /death if the same takes place while the employee is in service of the Corporation. The expenditure is recognized in the profit & loss account on the basis of actuarial valuation.

e. Scheme for long service award to the employees.

The Corporation has a scheme for Long service Award to the employees on completion of milestones of continuous service of 10 years, 20 years and 30 years in the corporation. The expenditure is recognized in the profit & loss account on the basis of actuarial valuation.

f. Other Defined Retirement Benefit (ODRB)

The Corporation has a scheme for settlement of the employee and their dependents at the time of superannuation at home town. The expenditure is recognized in the profit & loss account on the basis of actuarial valuation.

OTHER EMPLOYEE BENEFITS :-

During the year, Provision for Earned Leave Encashment amounting to Rs.469.47 lacs (Previous Year Rs.209.69 lacs) , provision for sick leave amounting to Rs.216.21 lacs (Previous year Rs.155.44 lacs), Provision for Economic Rehabilitation allowance amounting to Rs.205.91 lacs (Previous Year Nil) and Provision for Long Service Award amounting to Rs.236.95 lacs (Previous Year NIL) have been made on the basis of Actuarial Valuation and charged to P&L A/c.

No provision for LTC has been made this year since after the implementation of 2nd Pay Revision Committee Recommendations, LTC has now become a part of the monthly perquisites being paid with the salary.

22. (A) Government of India has appointed REC as a nodal agency for implementation of Rajiv Gandhi Gramin Vidyutikaran Yogna (RGGVY). The funds received for disbursement to various agencies under such schemes are kept in a separate bank account. The undisbursed funds and interest earned thereto are classified as current liabilities.

(B) During the current year, interest earned of Rs.1143.02 lacs (Previous year Rs.880.73 lacs) including TDS nil (Previous year Rs.154.43 lacs) has been taken to RGGVY Subsidy account.

23. During the year, Corporation has invested its surplus funds with the Public Mutual Funds in Liquid Scheme and Liquid Plus Scheme. The same have been disinvested during the year itself.

24. The Corporation's main business is to provide finance to power sector. Accordingly, the Corporation does not have more than

25. The Bond Series and other secured borrowings are secured by a charge on the receivables, both present and future, in favour of IDBI Trusteeship Services Ltd. and IL&FS Trust Company Ltd., on the basis of joint hypothecation agreement dated 25th January 2008. However, certain specific receivables of Rs.2,76,736 lacs (Previous Year Rs.430509 lacs) are hypothecated in favour of IL&FS Trust Company Ltd. in terms of that agreement. Refinance loan of Rs.1,87,000 lacs (Previous Year Rs.87000 lacs) availed from IIFCL shall also be covered under the same agreement with regard to pooling of securities and IIFCL shall have pari-passu charge on the receivables charged to these Trustees.

26. The Capital Adequacy Ratio of the Corporation as on March 31, 2011 is 19.09% (previous year 16.05%).

27. Modifications/Disclosures have been made in Significant Accounting Policies no. 2, 2.1 (c), 2.2 (i) and 10.3 to make them more clarificatory/ explicit. There is no financial impact of such Modifications/disclosures.

28. Previous year figures have been regrouped/rearranged/ recasted, wherever necessary, to make them comparable with the current year's figures.

29. Figures have been rounded of to the nearest lacs.

30. Schedules 1 to 17 form an integral part of the Balance Sheet and Profit & Loss Account and have been duly authenticated.

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Mar 31, 2010

1. Contingent Liabilities not provided for in respect of:-

(Rs. in lacs)

S.No. Particulars As at 31.03.2010 As at 31.03.2009

(a) Claims against the Corporation not acknowledged as debts, including Rs. 406.36 lacs pending in various courts including arbitration cases as on 31.03.2010 (Previous year Rs.3,460.53 lacs) and 494.49 3,469.37

(b) Estimated amount of the contracts remaining to be executed on capital account and not provided for 599.26 1,165.97

(c> Others 1,76,559.67 1,34,263.00

The amount referred to in (a) above are dependent upon the outcome of settlement of court/arbitration cases.

The amount under 1 (c) include Rs. 1,73,970 lacs against Letters of Comfort issued to various Banks for opening of Letters of credit to procure generation equipment against loan sanctioned by the Corporation to its borrowers, Rs 1,557.65 lacs pertain to the difference in the interest rate being charged on private parties that have not been graded and whose loans are being charged at the highest rate applicable to the lowest graded borrowers, Rs.668.50 lacs against demand raised by the Income tax Department for Assessment Year 2008-09 against Notice u/s 143(1) of Income Tax Act and Rs. 363.52 lacs which was paid to the Income Tax Dept. against the demand raised by them on completion of assessment for AY 2006-07 for which appeal has been filed with CIT (Appeals) and the amount paid has been shown as Advance Income Tax in Current Liabilities and Provisions schedule in the Balance Sheet.

2. The Corporation is registered with the Reserve Bank of India (RBI) as a Non-Banking Financial Company (NBFC) since 1997-98. As per notification No. DNBS (PD), CC No. 12/ D2.01/99-2000 dated 13.1.2000 of RBI, Govt. Companies conforming to Section 617 of the Companies Act have been exempted from applicability of the provisions of RBI Act 1934 relating to maintenance of liquid assets and creation of Reserve Funds and the Directions relating to acceptance of public deposits and prudential norms. The said notification is also applicable to REC, being a Govt. Company conforming to Section 617 of the Companies Act, 1956. Moreover in view of the non applicability of the provisions of section 45 (I) C of the RBI Act, 1934 regarding creation of Reserve Fund, the Reserve Fund is not created.

3. In order to bring all "systemically important" government- owned NBFCs within the framework of the prudential norms, the RBI had advised our Corporation on December 12, 2006 to submit a ‘road map for compliance with various elements of the regulations governing NBFCs. However, the RBI had noted that the date from which our Corporation was required to comply with such regulations would be decided later. While our Corporation has submitted the said ‘road map, to Ministry of Power for onward submission/approval of RBI, it has sought exemption from compliance with the regulations governing NBFCs till the period of the 12th Five Year Plan (FY2017).

Further, on December 13, 2006 and February 21, 2009, our Board of Directors approved our adoption of prudential norms. Our prudential norms limit our exposure, separately, for private and state sector borrowers. For private sector borrowers, our exposure is restricted to any single borrower for up to 25% of our Corporations owned funds and to a single group of companies for up to 50% of our Corporations owned funds. In respect of loans to state sector borrowers, our maximum credit exposure varies from 100% to 250% of our Corporations net worth, depending on entity appraisal and status of on bundling of the respective state utilities.

4. There has been shortfall in creation of Special Fund by some of the RE Cooperative Societies amounting to Rs. 301.45 lacs (Previous year Rs.500.89 lacs) and the societies are pursued to create the required Special Fund.

5. Balance confirmation has been received from most of the borrowers.

6. Income Tax as applicable in respect of Interest accrued on bonds is deducted at source at the time of actual payment of interest to the bond holders since such bonds are freely transferable.

7. The formalities regarding registration of conveyance deeds etc. in respect of some of the Land & Building acquired by the Corporation amounting to Rs. 3,630.58 lacs (Previous year Rs. 3,996.51 lacs) are in the process of completion.

8. In terms of Accounting Policy No. 10.2, the balances in respect of Interest Warrants Accounts (both for institutional and 54EC & Infra bonds) as on 31.03.2010 held in specified banks are Rs. 3,431.32 lacs (previous year Rs.5,025.32 lacs).

9. In the opinion of the management, the current assets, loans and advances appearing in the balance sheet have a value equivalent to the amount stated therein if realized during the ordinary course of business and all known liabilities have been provided.

10. Provision for impairment loss as required under Accounting Standard-28 on impairment of Assets is not necessary as in the opinion of management there is no impairment of the Corporations Assets in terms of AS-28.

11. The company has no outstanding liability towards Micro, Small and Medium undertakings.

12. No Bond Redemption Reserve (BRR) has been created since in terms of clarifications issued by the Department of Company Affairs, Govt. of India vide no.6/3/2001-CL.V dated 18.4.2002, BRR is not required to be created in the case of privately placed debentures issued by NBFCs registered with the RBI under section 45-IA of the RBI (Amendment) Act, 1997.

13. During the year, the Corporation has reduced cost of borrowing to the extent of Rs.765.69 lacs (Previous year Rs. 420.16 lacs) on account of swap (coupon only) transaction linked to rupee borrowing.

The Corporation had entered into various coupons only swap transactions and cross currency swap transactions. The Net Mark to Market position in respect of the above swap transactions as on 31.03.2010 is of Rs. 16,544.12 lacs (favourable) (Previous year Rs.24,271.25 lacs favourable).

14. Related Party Disclosure:

A. Key Management Personnel:

Sh. P. Uma Shankar Chairman cum Managing Director

Sh. H.D Khunteta Director (Finance)

Sh. Guljit Kapoor Director (Technical)

Remuneration to whole time Directors including Chairman & Managing Director is disclosed in Note No.14.

Advance due from whole time Directors including Chairman & Managing Directors have been disclosed in Note No.14.

15. Subsidy Under Accelerated Generation & Supply Programme (AG&SP): -

The Corporation is maintaining a Interest Subsidy Fund Account and was given AG&SP subsidy (for disbursement to the eligible borrowers) by Govt. of India at net present value calculated at indicative rates and period in accordance with GOIs letter vide D.O.No. 32024/17/97-PFC dated 23.09.1997 and O.M.No.32024/23/2001-PFC dated 07.03.03 irrespective of the actual repayment schedule, moratorium period and duration of repayment of the eligible schemes.

The impact of difference between the indicative rate and period considered at the time of drawl and the actual can be ascertained only after the end of the respective schemes.

16. Disclosure in respect of Intangible Assets as required in AS- 26 "Intangible Assets":-

a. Amortisation Rate 20%;

100% in case of cost of asset is Rs 5,000 or less

b. Amortisation Method Straight Line

17. The Corporation has been providing for deferred tax assets / liabilities in terms of Accounting Standard No. 22 on Accounting for Taxes on Income.

(B) The Company has started creating deferred tax liability (DTL) on special reserve created and maintained under Section 36(1)(viii) of Income tax act, 1961, from financial year 2006- 07 onwards. DTL for the special Reserve created till financial year 2005-06 was also created in FY 2006-07 by transferring the amount from General Reserve.

The Company has passed a Board Resolution that it has no intention to make withdrawal from the Special Reserve created and maintained under section 36(1)(viii) of the Income Tax Act 1961. Hence, the special reserve created and maintained is not capable of being reversed and thus it becomes a permanent difference as per AS 22 issued by the Institute of Chartered Accountants of India (ICAI). Accordingly, the Company is not creating any deferred tax liability on the said reserve.

Now, considering the opinions given by the various concerned authorities and also the practice followed by the other similarly placed institutions of not creating deferred tax liability (DTL) on account of special reserve created and maintained under Section 36(1)(viii) of Income Tax Act, 1961, the Corporation is of the view that there is no requirement of DTL as per AS22 of ICAI. Accordingly, the Corporation has not created deferred tax liability (DTL) of Rs. 15,564.67 lacs on account of special reserve created and maintained under Section 36(1)(viii) of Income Tax Act, 1961, for the year ended on 31st March, 2010 and has also reversed the DTL of Rs. 96,456.74 lacs created in earlier years on this account. The reversal of DTL is done by crediting General reserve by Rs. 63,879.87 lacs for the FYs up-to 2005- 06 and through Profit and Loss Appropriation by Rs.32,576.87 lacs for the FY 2006-07 to FY 2008-09.

Had the Company followed the same Accounting treatment as in the earlier years, the Profit after Tax for the year ended 31.03.2010 would have been Rs. 184,576.91 lacs against reported profit of Rs. 200,141.58 lacs and the Reserve and Surplus would have been Rs. 8,97,266.18 lacs as against reported reserve and surplus of Rs. 10,09,287.59 lacs as on 31.03.2010.

18. In line with the decisions of Authority for Advance Ruling and Income Tax Appellate Tribunal for different assessment years, the Corporation has accounted for Rs. 5,690.16 lacs towards refund of Income Tax and interest thereon due from the Income Tax Department out of which Rs. 2,562.12 lacs has been received during this year.

19. Subsequent to settlement of liabilities of REC between MPSEB and CSEB on bifurcation of erstwhile State of MP, there is a legal dispute between them regarding sharing of dues, as a result of which CSEB has been claiming refund of approx. Rs.16,000 lacs plus interest which if accrues shall be payable by MPSEB.

20. The expenses of Rs.643.98 lacs incurred up to 2006-07 on RGGVY implementation were adjusted out of interest earned on such funds. The Corporation had approached MOP for regularization of above adjustments which is still pending. The management considers that amount is still recoverable from Govt. of India.

21. The pay revision of the employees of the Corporation is due w.e.f. 1st January 2007. Pending final calculation of revised pay scales (including perks) as notified by Govt. of India and approved by Board of Directors an estimated additional provision Rs. 2,026.24 lacs based on average salary (Previous year Rs. 463.16 lacs) had been made towards wage revision arrears during the year and accordingly Rs. 3,306.24 lacs (previous year Rs. 1,280 lacs) is cumulatively available toward provision for wage revision including for non executive employee for whom no such notification is available but there arrear have also been considered in line with such notification. Actuarial valuation of employees benefits and incentive have been carried out considering the estimated revised wages.

22. The Corporation has adopted AS15 (revised 2005) ‘Employees Benefit. Defined employee benefit scheme are as follows:

a. Provident Fund

Corporation pays fixed contribution of Provident Fund at pre-determined rates to a separate trust which invests the funds in permitted securities. The trust is required to pay a minimum rate of interest on contribution to the members of the trust. The fair value of the assets of the Provident fund including the returns of the assets thereof, as at 31st March, 2010 is greater than the obligation under the defined contribution plan.

b. Gratuity

The Corporation has a defined benefit gratuity plan. Every employee is entitled to gratuity as per the provision of the payment of Gratuity Act. The scheme is funded by the Corporation and is managed by separate trust. The liability of Gratuity is recognized on the basis of actuarial valuation.

c. Post-Retirement Medical Facility (PRMF)

The corporation has Post Retirement Medical Facility and Settlement benefits under which entitled employee (including spouse) are covered as per Corporations rule. This is recognized in the profit & loss account on the basis of actuarial valuation.

d. Leave Travel Concession (LTC)

The Corporation has a scheme of providing LTC to employees and their dependents. This is recognized in the profit & loss account on the basis of actuarial valuation.

e. Other Defined Retirement Benefit (ODRB)

The Corporation has a scheme for settlement at the time of superannuation at home town for employees and dependents. This is recognized in the profit & loss account on the basis of actuarial valuation.

OTHER EMPLOYEE BENEFITS :-

During the year, Provision for Earned Leave Encashment amounting to Rs.209.69 lacs (Rs.182.20lacs as per actuarial valuation and Rs.27.49 lacs on account of employees exited from service from 01.01.2007 to 31.03.2009) (Previous Year Rs.160.09 lacs) and for sick leave Rs.155.44 lacs (Previous year Rs. 583.36 lacs) have been made on the basis of Actuarial Valuation and charged to P&L A/c.

In terms of AS-15 (revised 2005) on ‘Employees benefits, LTC has been accounted for on the basis of Actuarial valuation. Accordingly, an amount of Rs.19.77 lacs (Previous year Rs.21.22 lacs) for the year has been made on the basis of Actuarial Valuation and charged to P&L A/c.

23. (A) Government of India has appointed REC as a nodal agency for implementation of RGGVY. The funds received for disbursement to various agencies under such schemes are kept in a separate bank account. The undisbursed funds and interest earned thereto are classified as current liabilities.

(B) During current year interest earned of Rs.880.73 lacs (previous year Rs.2,933.95lacs) including TDS of Rs.154.34 lacs (previous year Rs.658.95 lacs) has been taken to RGGVY grant account and such TDS credits are being taken by REC for ultimately passing off the benefit of same to the credit of Govt. Funds.

(C) During the year the company has started recognizing the Income of Agency Charges ( i.e.1% of project cost (inclusive of Service Tax) on RGGVY Schemes on the basis of the amount sanctioned by the Ministry of Power as per Accounting Policy 2.1.b. as against the earlier policy of recognition on the basis of disbursement of subsidy/loan. The change in the Accounting Policy has resulted in decrease of profit of current year by Rs. 118.36 lacs (net of service tax).

24. During the year, Corporation has invested its surplus funds with the Public Mutual Funds in Liquid Scheme and Liquid Plus Scheme. The same have been disinvested during the year itself.

25. The Corporation has come up in February 2010 with Further Public Offering (FPO) of 17,17,32,000 Equity shares of Rs. 10 each at prices determined through the Alternate Book Building method. The issue comprised a fresh issue of upto 12,87,99,000 Equity shares and an offer for sale of 4,29,33,000 Equity shares by the President of India acting through Ministry of Power, Govt. of India. The fresh Equity shares were allotted in March 2010. Accordingly, Issued and Paid up Share Capital has increased from Rs.85,866 lacs to Rs.98,745.90 lacs and an amount of Rs.249,918.17 lacs (net of Issue expenses of Rs.1,955.19 lacs) has been taken to Securities Premium Account. Proceeds of the fresh issue of Equity shares have been utilized for the purposes mentioned in the Offer Document.

26. The Expenditure amounting to Rs.912.77 lacs incurred on ERP system has been capitalized during the year w.e.f. 24th October 2009. The life of the Software has been considered as five years taking into consideration the fast technological developments for amortization. The residual value is considered as Nil.

27. As part of hedging strategy, the company has executed in some cases Interest Rate Swap on fixed interest rate domestic rupee borrowings to lower cost by taking benefit of interest rate movement. The INR value of the outstanding borrowings on which such Swaps have been executed is Rs. 125,000 lacs. as on 31.03.2010.

28. The Bond Series and other secured borrowings are secured by a charge on the receivables, both present and future, in favour of IDBI Trusteeship Services Ltd. and IL&FS Trust Company Ltd., on the basis of joint hypothecation agreement dated 25th January 2008. However, certain specific receivables of Rs.4,30,509 lacs are hypothecated in favour of IL&FS Trust Company Ltd. in terms of that agreement. Refinance loan of Rs.,87,000 lacs availed from IIFCL shall also be covered under the same agreement with regard to pooling of securities and IIFCL shall have pari-passu charge on the receivables charged to these Trustees.

29. The Capital Adequacy Ratio of the Corporation as on 31st March 2010 is 16.05% (previous year 11.60%)

30. No loan has been rescheduled during the current year. The movement of the loans rescheduled in the earlier years are as under:-

31. Previous year figures have been regrouped/rearranged/ recasted, wherever necessary, to make them comparable with the current year figures.

32. Figures have been rounded off to the nearest lacs.

33. Schedules 1 to 17 form an integral part of the Balance Sheet and Profit & Loss Account and have been duly authenticated.

34. Balance Sheet Abstract and companys General Business Profile as per Part IV of Schedule VI of the Companies Act, 1956.