DRAFT

Report of the Board of Directors

Dear Shareholders,

The Directors of your Company are pleased to present the statement of audited accounts for the financial year ended March 31, 2015.

Financial performance                                                            

OPERATIONAL PERFORMANCE

The Company continued its power generation and sales model during the year

The turnover during the year from total operations was Rs.543.61 Cr compared with
Rs. 516.7 Cr in the previous year.

Power sales of Mettur Power plant stood at 897MU compared to 911 MU in 2014-15. The Company continued to supply power to the State Electricity Board and other HT Industrial Consumers during 2014-15.

The Company had incurred a loss after tax of Rs.44.57 Cr during the year, against profit after tax of Rs. 98.70 Cr in FY 2013-14.

LOANS AND INVESTMENTS U/S 186

The Company has not made any Investment or provided any Loan covered by the provision of Section 186 of the Companies Act, 2013.

BOARD MEETING

The Board of Directors met 5 times during this financial year on April 25, 2014, July 17, 2014, October 16, 2014, January 21, 2015 and March 30, 2015.

As on date, the Board comprises of six Directors. Mr. Din Dayal Jalan, Mr. PonnuswamyRamnath,
Mr. ChakrapaniMurugeswaran, Mr. Arun Lalchand Todarwal, Mr. A R Narayanaswamy and
Ms. Angusamy Sumathi.

As per Sec 149(4) of the Companies Act, 2013 read with Rule 4 of the Companies (Appointment and Qualification of Directors) Rules, 2014, every Public Company, having a paid up share capital of Rs. 10 crores or more; or,having turnover of Rs. 100 crores or more; or, having in aggregate outstanding loans, debentures & deposits exceeding Rs. 50 crores, shall have at least two directors as Independent Directors.

Accordingly, Mr. Arun Lalchand Todarwal and Mr. A R Narayanaswamy were appointed as Independent Directors w.e.f March 30, 2015 for a term of 5 years.

As per second Proviso to section 149 of the Companies Act, 2013 read with Rule 3 of the Companies (Appointment and Qualification of Directors) Rules, 2014, every listed company and every other Public Company having, paid-up share capital of Rs. 100 crores or more; or, turnover of Rs. 300 crores or more, shall appoint at least one woman director

Accordingly, Ms. Angusamy Sumathi was appointed as an Additional Director wef March 30, 2015.

Mr. Ponnuswamy Ramnath, is due to retire by rotation at the ensuing Annual General Meeting and being eligible, offered himself for re-appointment.

KEY MANAGERIAL PERSONNEL

In compliance to the provisions of Section 2(51) of the Companies Act 2013, below are the Key Managerial Personnel:

DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS

The Company has received necessary declaration from each Independent Director of the Company under Section 149(7) of the Companies Act, 2013 read with Companies (Appointment and Qualification of Directors) Rules 2014that the Independent Directors of the Company meet the criteria of their Independence laid down in Section 149(6) of the Companies Act, 2013.

FORMAL ANNUAL EVALUATION

Globally, as part of good governance practice, Board evaluate its performance. The CompaniesAct, 2013 (Act) has mandated the need to ensure effectiveness of the Board governance and requires a statement indicating the manner in which formal annual evaluation has been made by the Board of its own performance and that of its committees and individual directors.

Structured questionnaires/performance evaluation forms were prepared taking into consideration inputs received from the Directors for evaluation of the Board and its Committees effectiveness which were broadly based on the parameters like Strategic and Operational Oversight, the Dynamics, Composition, Level of Expertise, Terms of Reference, Board support and processes, Governance etc.

The performance evaluation of the Independent Directors was carried out by the entire Board of Directors except Independent Director being evaluated. The performance evaluation of Non-independent Directors was carried out by the Independent Directors in its separate meeting and also by other Non-independent Directors. The Directors’ evaluation were broadly based on the parameters such as understanding of Company’s vision and objectives, skills, knowledge and experience, participation and attendance in Board/Committee meetings; governance and contribution to strategy; interpersonal skills etc.

The Independent Directors also assessed the quality, quantity and timeliness of flow of information between the company management and the Board. The Directors expressed their satisfaction on the evaluation process and also on the flow of information from the Company. They also appreciated the quality and presentation of information by the Company.

AUDIT COMMITTEE

The Audit Committee has been reconstituted as per Section 177(8) of the Companies Act 2013 and comprises of 3 Directors viz. Mr. Arun Lalchand Todarwal (Chairman), Mr. A R Narayanaswamy and Mr. Ponnuswamy Ramnath and revised Audit Committee Charter has been adopted. Besides reviewing the internal audit, control and procedures, it reviews the un-audited and audited accounts of the Company before submission to the Board. The Audit Committee also reviews the implementation of the risk management policy and the whistle blower policy and all other activities as stipulated in Audit Committee Charter.

COMPOSITION OF NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee has been constituted as per Section 177(8) of the Companies Act 2013 and comprises of 3 Directors viz. Mr. Arun Lalchand Todarwal,
Mr. A R Narayanaswamy and Mr. Ponnuswamy Ramnath. Nomination and Remuneration Policy has been framed for selection and appointment of Directors, Senior Management and their remuneration.

COMPANY’S POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION

Pursuant to Section 178 of the Companies Act, 2013 and the Companies (Meetings of Board & its Power) Rules, 2014, the Company has constituted a Nomination and Remuneration Committee (NRC).

The Company’s Policy for selection and appointment of Directors and their remuneration is derived from its NRC policy which, inter alia, deals with the manner of selection of Board of Directors and such other matters as provided under section 178(3) of the Companies Act, 2013 and such other laws as may be applicable.

The scope of the Committee             

Review the framework and processes for motivating and rewarding performance at all levels of the organization; the resulting compensation awards, and make appropriate proposals for Board approval. In particular, recommending all forms of compensation to be granted to Directors, senior management and other employees of the Company.

Regularly review and make recommendations about changes to the charter of the Nominations Committee;

The detailed Nomination & Remuneration Policy of the Company is available on Company’s website.

CORPORATE SOCIAL RESPONSIBILITY

As partof its initiative under Corporate Social Responsibility (CSR), the Company has undertaken projects in the areas of Education, Livelihood, Health and Water. These projects are largely in accordance with the Schedule VII of the Companies Act, 2013. A Policy on CSR in accordance with Companies act 2013 is being placed for effecting implementation of the CSR activities in organisation and a CSR Committee of the Board of Directors was formed to recommend (a) the policy on Corporate Social Responsibility (CSR) and (b) implementation of the CSR Projects or Programs to be undertaken by the Company as per CSR Policy for consideration and approval by the Board of Directors.

In line with the Group’s overall vision MALCO has always been ‘creating happiness’ in the areas we function. MALCO has always been mindful of its duties as a responsible corporate citizen. Over the years, we have made noteworthy improvements in the communities we operate. During the year appropriate outlay were made on the field of women empowerment, healthcare, education and training on livelihood activities in the communities we operate upon with core intention of improving quality of life. A detailed report on the Corporate Social Responsibility of your Company is given in a separate section in this Annual Report.

ANNUAL REPORT ON CSR :

Annual Report on CSR activities forms part of the Directors Report and is annexed herewith as “Annexure A”.

CRISIL RATING

CRISIL Research certifies its rating of the Company for the Financial Year 2014-2015. The treasury portfolio of fixed income investments has been evaluated as ‘Very Good’ (highest safety from credit default on CRISIL’s 4 point scale).

CAPITAL REDUCTION & REDEMPTION OF PREFERENCE SHARES

The share capital of the Company includes preference capital of a Face Value of Rs. 100 Crs issued at a premium of INR 2900 crs on March 28, 2012, which were subscribed fully by Sesa Sterlite Limited (SSL). These preference shares were redeemable at a premium of Rs.68,650 per share after 10 years from the date of allotment.

The Board of Directors of the Company in their meeting held on October 16, 2014 have approved and revised the Terms & Conditions of Preference Shares. Also the Board of Director of SSL in its Board Meeting held on October 28, 2014 have approved for revision inTerms & Conditions of Preference Shares. With the mutual consent of both the parties it was agreed to redeem the Preference Shares before the expiry of the Term of 10 years from the date of allotment.

Also, MALCO in its Board Meeting held on October 16, 2014, has approved for Reduction of Capital under Sections 100 to 103 of the Companies Act, 1956 and Section 52 of the Companies Act, 2013. The Petition was filed with Madras High Court. Petition was filed to write off the debit balance in the statement of Profit and Loss Account as on March 31, 2014 of Rs. 14,895,319,308 in the following manner:

Utilize Rs. 12,628,739,620, out of balance in the Securities Premium Account (“SPA”) of the Company as on March 31, 2014 and

Utilize Rs. 600,000,000, out of balance in the Debenture Reserve Account of the Company as on March 31, 2014 and

Reduce the subscribed and paid- up capital of the Company by Rs. 1,666,579,688 /- and such reduction shall be effected by reducing the face value of the equity shares of the Company from Rs. 2/- per equity share to Re.0.05/- per equity share and simultaneously with the reduction of share capital of the Company, 854,656,250 equity shares of the reduced face value of Re. 0.05/- each shall be consolidated into 21,366,406 equity shares of Rs. 2/- each fully paid-up

The Capital Reduction was approved by the Madras High Court by its order dated March 25, 2015.

MALCO in its Board Meting held on March 30, 2015, has redeemed the Preference Shares by issue of fresh Shares to SSLT to an extent of 20,00,000 number of Equity Shares of Rs. 2/- issued at a premium of Rs.498/- aggregating to Rs.100 crores. The Premium on Preference Shares has been redeemed from the Securities Premium Account of the Company.

VIGIL MECHANISM

Your Company has established a robust vigil mechanism for reporting of genuine concerns through the Whistle Blower Policy of the Company. As per the whistleblower policy adopted by various businesses in the group, all complaints are reported to Director – Management Assurance who is independent of operating management and businesses. In line with global practices, dedicated email IDs and centralized database have been created to facilitate receipt of complaints. A 24X7 whistle blower hotline cum web based portal was also launched during the year. All employees and stakeholders can register their integrity related concerns either by calling on a toll free number or by writing on the web based portal that is managed by a third party. The hotline provides multiple local language options. After the investigation, established cases are brought to Group Ethics Committee for decision making. All cases reported as part of whistle blower mechanism are taken to their logical conclusion within a reasonable timeframe.

As part of the Code of Conduct, the Company has a Whistle blower Policy, where any instance of non-adherence to the Policy or any observed unethical behaviour is to be brought to the attention of the Head of Management Assurance Services. During the year, the concerns reported under this mechanism have been scrutinised and appropriate actions undertaken. It is also confirmed that no personnel has been denied access to the Audit Committee.

The Whistle Blower Policy is also posted on the website of the Company.

FIXED DEPOSITS

The Company did not accept any fixed deposits during FY 2014-15.

AUDITORS

STATUTORY AUDITORS

The present Statutory Auditors, Deloitte Haskins & Sells, Chartered Accountants, Mumbaiare due to retire at the conclusion of the ensuing Annual General Meeting.

The Audit Committee at their meeting held on April 18, 2015 recommendedappointment of Deloitte Haskins & Sells LLP, Chartered Accountants, Mumbaias Statutory Auditors of your Company for the financial year 2015-16 to hold office from the ensuing Annual General Meeting till the conclusion of the next Annual General Meeting.The Board of Directors also considered andrecommended the appointment of Deloitte Haskins & Sells LLP, Chartered Accountants, Mumbaias the Statutory Auditors of the Company, to hold office till the conclusion of the next Annual General Meeting of your Company. This is subject to the approval of the shareholders at the ensuing Annual General Meeting.

The Audit Committee / Board of Directors are cognizant of the need for rotation of the Statutory Auditors in line with the requirement of Companies Act, 2013 and the high Governance standards that the Company is committed to. The Company will approach the Shareholders in this regard at the appropriate time.

AUDITORS’ REPORT ON ACCOUNTS

The Auditors’ Report is self-explanatory and therefore does not call for any further comments or explanations.

COST AUDITORS

In pursuance of Section 148 of the Companies Act, 2013 read with the Companies (Cost Record and Audit) Amendment Rules 2014, the Company had appointed M/s. Ramanath Iyer& Co, Cost Accountants as the Cost Auditor of the Company under Section 148of the Companies Act, 2013 for the financial year 2014-15.The cost audit report will be filed with the Central Government as per the timelines.

 The Audit Committee and Board therefore recommend to re- appoint M/s. Ramanath Iyer & Co, Cost Accountants as Cost Auditors of the Company for the year 2015-2016.

As required under the Companies Act 2013, the remuneration payable to Cost Auditor requires members approval andaccordingly a resolution seeking Member’s approval for the remuneration payable to M/s. Ramanath Iyer & Co, Cost Accountants is included at Item No 7 of the Notice Convening the Annual General Meeting.

SECRETARIAL AUDITOR:

Pursuant to provision of Section 204 of the Companies Act 2013 and Companies (Appointment and Remuneration of Managerial Person) Rules 2014, the Company has appointed NK Bhansali & Co., Company Secretary in Practice to undertake the Secretarial Audit of the Company. The report of Secretarial Audit is annexed herewith asAnnexure B.

The Audit Committee and Board therefore recommend to re- appoint NK Bhansali & Co, Company Secretary in Practice as Secretarial Auditors of the Company for the year 2015-2016.

INTERNAL AUDITOR

M/s. KPMG, Chartered Accountants were appointed as the Internal Auditors of the Company for the Financial Year 2014-15. M/s. KPMG is also doing the Internal Audit for the holding Company Vedanta Limited (Formerly known as Sesa Sterlite Limited).

Pursuant to the provisions of Section 138 of the Companies Act 2013 read with Rule 13 of the Companies (Accounts) Rule 2014, the Board on the recommendations of the Audit Committee have appointed M/s. KPMG, Chartered Accountants as the Internal Auditors of the Company for the year 2015-16.

RISK MANAGEMENT

The Company has a well documented risk management policy based on “Turnbull Risk Matrix” which acts as an effective tool in minimising various risks to which our businesses are exposed to during the course of their day to day operations as well as their strategic actions. Consequent to the Company’s foray into the power business, certain new risks were identified, comprising mainly of commodity price risks, specially coal, demand of power in Tamil Nadu and other States, foreign exchange risks, environmental, health and safety risks, breakdown of information system, regulatory and legal risks, etc. All the risks associated with the business are identified and allocated to respective designated owners to manage/control the risks and keep risk exposures within the acceptable limits.

Our risk management framework is designed to be a simple, consistent and clear for managing and reporting risks. Risk management is embedded in our critical business activities, functions and processes. This framework seeks to create transparency, minimise adverse impact on the business objectives and enhance the Company’s competitive advantage.

Risk Management forms part of the Audit Committee Roles & Responsibilities.

ADEQUACY OF INTERNAL CONTROLS

The Company, as part of the Vedanta Group, has a strong internal control system in place. It is well supported by the Management Assurances Services (MAS) function. Your Company has well documented Standard Operating Policy (SOPs) for procurement, capex, human resources, sales and marketing, finance and treasury and manufacturing.

To maintain its objectivity and independence, the Internal Auditors are appointed who reports to the Chairman of the Audit Committee of the Board.

The Internal Auditors monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company. Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls.

An annual audit plan is drawn in consultation with the MAS team as approved by the Audit Committee. 

The internal control system and mechanism is reviewed periodically to make it robust so as to meet the challenges of the business.

The Company has a system of carrying out internal audit, covering monthly physical verification of inventory, monthly review of accounts and a quarterly review of every business process on rotation basis. To enhance internal control, the internal audit follows stringent grading mechanism, focusing on the implementation of all recommendations of internal auditors. The internal audit at present is carried out by the leading independent internal audit firms. The internal auditors make periodical presentations to the Audit Committee, who review the same and ensure strict compliance.

CERTIFICATION

Your Company has Unified Management Systems Certification of ISO-9001 (2008), ISO-14001 (2004) and OHSAS-18001 (2007) in place for power plant operations at Mettur.

CONSERVATION OF ENERGY, ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

Informationpursuant to sub-section (3)(m) of Section 134 of the Companies Act, 2013, read with Rule 8 of  the Companies (Accounts) Rules, 2014, viz., a Report on conservation of energy, technology absorption, foreign exchange earnings and outgo, is given in the Annexure attached hereto and forms part of this Report asAnnexure C.

DETAILS RELATING TO REMUNERATION OF DIRECTORS/KMP’S/EMPLOYEES

The details of the remuneration paid/payable to the Directors of the Company for the year ended 31 March 2015 is detailed in the Corporate Governance Report which forms part of the Directors’ Report.

The information required pursuant to Section 197 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, will be provided upon request.

In terms of Section 136 of the Act, the Report and Accounts are being sent to the Members and others entitled thereto, excluding the information on employees’ particulars which is available for inspection by the Members at the Registered Office of the Company during business hours on working days of the Company up to the date of the ensuing Annual General Meeting. If any Member is interested in obtaining a copy thereof, such Member may write to the Company in this regard.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to Sub-section 5 of Section 134 of the Companies Act, 2013, in the preparation of the annual accounts, it is hereby confirmed that:

in the preparation of the annual accounts, the applicable accounting standards had been followed;

the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year, i.e., 31 March 2015 and of the profit and loss of the company for that period;

the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

the directors had prepared the annual accounts on a going concern basis; and

the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively

EXTRACT OF ANNUAL RETURN:

As required pursuant to section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies(Management and Administration) Rules, 2014, an extract of annual return in MGT 9 is annexed herewith as “Annexure D”.

RELATED PARTY TRANSACTIONS

All related party transactions that were entered during the financial year were on arm’s length basis and were in ordinary course of Business. There are no materially significant Related Party Transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large.

All Related Party Transactions were placed before the Audit Committee for approval.

None of the Directors has any pecuniary relationships or transactions vis-à-vis the Company.

In line with the principle of sustainable development, the Company continues to practice Health, Safety & Environment as one of its focus areas of business. The Company is certified by:

ISO 9001: 2008

ISO 14001: 2004

OHSAS 18001: 2007

ISO 50001: 2011

ISO 27001: 2013 (Information Security Management)

Business plan achieved for:

Zero Lost Time Injury (LTI) Frequency Rate as per BP

Zero Total Recordable Injury Frequency Rate (TRIFR) as per BP

2.51 Mandays per contract worker per year achieved against the target of 2.5

100% coverage of employees and contractors under Occupational health monitoring.

100 % disposal of Fly ash to cement/ brick manufacturers.

During the year 2014-15, the key focus was to comply with the Key Safety Focus Areas aligned with Sustainability Standards of Vedanta sustainability framework. During the year, the Company has obtained the following licenses,

Licence to operate:

Unit obtained consent to operate from TNPCB, Chennai for its 130 MW capacity

Unit obtained Hazardous Waste Authorization for the management, handling & transportation of hazardous wastes.

Unit obtained Factory licence from Inspectorate of Factories and Fire NOC from Tamilnadu Fire& Rescue Services.

Agreement made with Tamilnadu Waste Management for effective disposal of waste.

Continuous Ambient Air Monitoring station installed and connected with TNPCB - Care Air Centre, Chennai

Vedanta Sustainability Assurance Protocol:

Vedanta Sustainability Assurance Programme (VSAP) Framework exists since last two years and VSAP external & internal audits are in place to ensure the complete implementation of the framework. There is a constant focus on improving sustainability practices in the workplace by the team, which has improved score from 59 to 68% for the FY 14-15 audited by M/s DNV.

System Implementation:

Implementation of Behaviour Based Safety program with 64 Nos. of observers trained

Safety Score card for the company improved from   87.7% in 2013 – 14 to 87.75% in 2014 - 15

Contractor safety performance improved from 75.4% in FY 2014 to 76.7% in 2015 Q1.

Field audits by senior management.

SAP EHS Module - Phase – 1 Implementation completed& rolled out at MEL. The following modules have been implemented,

Incident Management

Occupational Health Management

Work Compliance Module/ Worker Safety Management

Risk Management

Audit Management

Environmental Compliance

HUMAN RESOURCES

Human Resource is a very vital input and key strength in any business. Keeping this in view, our Company has been focusing continuously to retain talent, recognize and reward high performers and invest in employee development, which will enable us to achieve business goals and objectives and prepare theorganization to face challenges in the long run.

The Company has also been working continuously towards creating culture of togetherness and teamwork amongst employees and has organized various rejuvenating employee engagement activities impacting the quality of work and personal life.

The significant achievements in the FY 2014-15:

Training & Development:Achieved4.2training man-days per employee against the target of 3 man-days per employee.Organized technical trainings through reputed institutes NPTI/IIPM.

Performance driven culture: Women employees had been given leadership role.

Diversity: Increased Women Employee Population from12.7% to 15.4%.

STARS Attrition:“Zero” attrition rate of Star performers.

Building Internal Competencies:Job Rotation has been given to 11% of employee population.

Reward & Recognition:50% of total employees were recognized and awarded for their significant contributions through the company’s R&R scheme. 

Compliance:100% compliance to HR statutory requirements.

Grievance Mechanism:Implemented Grievance Redressal Mechanism and ensured 100% effectiveness.

Compensation & Benefit:Average payout - 70% of monthly incentive amount has been paid.

Acknowledgement

The Board wishes to place on record its appreciation to the Company’s customers, vendors and bankers for their continued support during the year. The Directors also wish to place on record their deep sense of appreciation to the contribution made by all employees at all levels. We thank the Government of India, State Governments, and other Government agencies, TNEB and other local authorities for their assistance and cooperation and look forward to their continued support in future.

For and on behalf of the Board

Place: Mumbai                                                                        P Ramnath      C Murugeswaran

Date: April 18, 2015                                                   Director          Whole-time Director

Annexure A

Annual Report on Corporate Social Responsibility (CSR) Activities

The Vision of MALCO embeds the thought of building a sustainable organization. One of the core area of Sustainability is to create value for all our stakeholders through a strategy comprising innovation, technology and best practices.

Vision: “To be the most admired Power Generation Company that consistently re-defines supreme standards in Quality, Safety, Health, Environment & People practices and make our stake holders proud to be associated with us”

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

CSR Policy is stated herein below:

http://www.malcoenergylimited.com/Our%20Commitment/M 90

The composition of CSR Committee is as under:

Mr. A R Narayanaswamy (Independent Director)

Mr. C Murugeswaran (Whole Time Director)

Ms. A Sumathi ( Additional Director)

Average Net Profit of Company for Last three Financial years:

Average Net Profit: Rs. (2182.44) Crore

Prescribed CSR Expenditure (two percent  of the amount as in item 2 above)

Since the average net profit is negative, the Company is not required to spend(two percent of the amount as in item 2 above)

4. Details of CSR Spend for Financial year 2014-15

a. Total Amount Spent for the financial year: Rs. 0.30 Crore

b. Manner in which the amount spent during the financial year is detailed below:

Detail of Project Undertaken & Spent in 2014-2015
S. No	CSR Project or Activity Identified	Sector in which the project is covered	Coverage Area	Budget	Amount Spent 2014-15)	Amount Spent, Direct or  implementing agency
Area	Name of District	Crore	Crore	Direct	I A*
1	Self Sufficiency Program	Rural Infrastructure Development	P. N. Patti Panchayat	Salem	0.07	0.07	0.00	0.07
2	SHG Formation & Training	Women Empowerment	13 villages	Salem	0.05	0.04	0.04	0.00
3	Mobile Health Unit	Health Care	13 villages	Salem	0.08	0.07	0.07	0.00
4	Vedanta Scholarship	Education	13 villages	Salem	0.05	0.03	0.03	0.00
5	Evening Study Centers	Education	8 villages	Salem	0.03	0.03	0.03	0.00
6	Skill Development Training	Livelihood	13 villages	Salem	0.02	0.01	0.01	0.00

*This is a govt. Scheme (SSS) where govt. will provide two third of expenditure and the partnering agency will provide one third of total expenditure. District administration is the implementing agency

Annexure B

Secretarial Audit Report:

Form No. M R - 3

[Pursuant to Section 204(1) of the Companies Act, 2013

and

Rule No.9 of the Companies (Appointment and Remuneration Personnel) Rules, 2014]

SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED 31stMARCH, 2015

ANNEXURE C

Information under Section 134 of the Companies Act, 2013, read with the Companies (Accounts) Rules 2014, for the year ended March 31, 2015.

A. Conservation of energy

a.   Energy Conservation Measures taken

Higher efficiency CT fan blades provided in CT Fan B&E and Aux power of 36 KW   reduced.

600 Numbers of 65 W CFL Lights provided in place of 150 W SV lamps in plant lighting systems

b.   Additional investments and proposals, if any, being implemented for reduction of consumption of energy

Unit #1,2 &3 Turbine Performance Improvement

High efficiency pump installation for Boiler Feed Pump A&C

c.   Impact of measures (a) and (b) above for reduction of energy consumption and consequent impact on cost of production of goods

Reduction of  Turbine Heat rate  by 80 Kcal /KW

Reduction of Auxiliary power consumption.  By 120 KW

d.   Total energy consumption and energy consumption per unit of production

As per Form ‘A’ annexed.

FORM A

B. Consumption per unit of production

B.      Technology absorption

C.     Foreign exchange earnings and outgo

FORM B

Form of disclosure of particulars with respect to Technology Absorption Research and Development (R & D)

Technology absorption, adaptation and innovation

For and on behalf of the Board

Place: Mumbai                                                                        P Ramnath                  C Murugeswaran

Date: April 18, 2015                                                   Director                      Whole-time Director

Annexure D

EXTRACT OF ANNUAL RETURN

As on financial year ended on 31.03.2015

Pursuant to Section 92 (3) of the Companies Act, 2013 and Rule 12(1) of the Company (Management & Administration) Rules, 2014.

REGISTRATION & OTHER DETAILS:

1	CIN	U31300TN2001PLC069645
2	Registration Date	18/01/2001
3	Name of the Company	MALCO Energy Limited
4	Category/Sub-category of the Company	Power Generation
5	Address of the Registered office  & contact details	SIPCOT Industrial Complex, Madurai Bypass Road, T.V. Puram P.O., Tuticorin  - 628002
6	Whether listed company	Unlisted
7	Name, Address & contact details of the Registrar & Transfer Agent, if any.	Nil

PRINCIPAL BUSINESSACTIVITIES OF THE COMPANY (All the business activities contributing 10 % or more of the total turnover of the company shall be stated)

S. No.	Name and Description of main Products / Services	NIC Code of the Product/ Service	%  to total turnover of the Company
1	Power Generation & Transmission	99532622	100%
2	Others
	Total		100%

PARTICULARS OF HOLDING, SUBSIDIARY AND SUBSIDIARY COMPANIES

S.No.	NAME  & ADDRESSOF COMPANY	CIN	HOLDING	% OF SHARESHELD	APPLICABLE SECTION
1.	Sesa Sterlite Ltd.	L13209GA1965PLC000044	Holding	100%	2(46)

SHARE HOLDING PATTERN (Equity Share Capital Break-up as percentage of Total Equity)

Category-wise Share Holding

Category of Shareholders

No. of Shares held at the beginning of the year [As on 31-March-2014]

No. of Shares held at the end of the year [As on 31-March-2015]

% Change during the year

Demat

Physical

Total

% of Total Shares

Demat

Physical

Total

% of Total Shares

A. Promoter s

(1)Indian

a) Individual/ HUF

NONE

b) Central Govt

c) State Govt(s)

d) Bodies Corp.-SSL

602536123

252120127

854656244

100

15063403

8303003

23366406

100

e) Banks / FI

NONE

f) Any other

Total shareholding of Promoter (A)

602536123

252120127

854656244

100

15063403

8303003

23366406

100

B. Public Shareholding

1. Institutions

a) Mutual Funds

NONE

b) Banks / FI

c) Central Govt

d) State Govt(s)

e) Venture Capital Funds

NONE

f) Insurance Companies

g) FIIs

h) Foreign Venture Capital Funds

i) Others

Sub-total (B)(1):-

2. Non-Institutions

a) Bodies Corp.

NONE

i) Indian

ii) Overseas

b) Individuals

i) Individual shareholders holding nominal share capital uptoRs. 1 lakh

NA

NA

NA

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

NONE

c) Others (specify)

Non Resident Indians

Overseas Corporate Bodies

Foreign Nationals

Clearing Members

Trusts

Foreign Bodies - D R

Sub-total (B)(2):-

NA

NA

NA

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

C. Shares held by Custodian for GDRs & ADRs

Grand Total (A+B+C)

602536123

252120127

854656244

100

15063403

8303003

23366406

100

B) Shareholding of Promoter-

SN	Shareholder’s Name	Shareholding at the beginning of the year	Shareholding at the end of the year	% change in shareholding during the year
	No. of Shares	% of total Shares of the company	%of Shares Pledged / encumbered to total shares	No. of Shares	% of total Shares of the company	%of Shares Pledged / encumbered to total shares
1	SESA STERLITE LIMITED	854656244	100	NA	23366406	100	NA	NA

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

SN	Particulars	Shareholding during the year	Cumulative Shareholding during the year
No. of shares	% of total shares of the company	No. of shares	% of total shares of the company
1	At the beginning of the year	854,656,244	100	854,656,244	100
2	Date wise Increase / Decrease in Promoters Shareholding during the year specifying the reasons for increase / decrease (e.g. allotment /transfer / bonus/ sweat equity etc.):
2.1	Capital Reduction under Petition filed with High Court under Section 100 to 103 of Companies Act 1956 and Sec 52 of Companies Act 2013	(833,289,844)		21,366,400
2.2	Further issue of Capital under Section 62 of Companies Act 2013	2,000,000		23,366,400
3	At the end of the year	23,366,400	100	23,366,400	100

D) Shareholding Pattern of top ten Shareholders:

     (Other than Directors, Promoters and Holders of GDRs and ADRs):

SN	For Each of the Top 10 Shareholders	Shareholding during of the year	Cumulative Shareholding during the year
No. of shares	% of total shares of the company	No. of shares	% of total shares of the company
	At the beginning of the year	NONE
	Date wise Increase / Decrease in Promoters Shareholding during the year specifying the reasons for increase /decrease (e.g. allotment / transfer / bonus/ sweat equity etc):
	At the end of the year

E) Shareholding of Directors and Key Managerial Personnel:

SN	Shareholding of each Directors and each Key Managerial Personnel	Shareholding during the year	Cumulative Shareholding during the year
No. of shares	% of total shares of the company	No. of shares	% of total shares of the company
	At the beginning of the year	NA	NA	NA	NA
	Date wise Increase / Decrease in Promoters Shareholding during the year specifying the reasons for increase /decrease (e.g. allotment / transfer / bonus/ sweat equityetc.):	NA	NA	NA	NA
	At the end of the year	NA	NA	NA	NA

V) INDEBTEDNESS -Indebtedness of the Company including interest outstanding/accrued but not due for payment.

	Secured Loans excluding deposits (in Cr.)	Unsecured Loans (in Cr.)	Deposits	Total Indebtedness (in Cr.)
Indebtedness at the beginning of the financial year
i) Principal Amount
ii) Interest due but not paid
iii) Interest accrued but not due
Total (i+ii+iii)
Change in Indebtedness during the financial year
* Addition
* Reduction
Net Change
Indebtedness at the end of the financial year
i) Principal Amount
ii) Interest due but not paid
iii) Interest accrued but not due
Total (i+ii+iii)	Nil		Nil

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL-

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

SN.	Particulars of Remuneration	Mr. C Murugeswaran WTD	Total Amount (in Lacs)
1	Gross salary
(a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961	5735524	57.35
(b) Value of perquisites u/s 17(2) Income-tax Act, 1961	39600	0.40
(c) Profits in lieu of salary under section 17(3) Income- tax Act, 1961	-	-
2	Stock Option
3	Sweat Equity	-	-
4	Commission -  as % of profit -  others, specify…	-	-
5	Others, please specify	867958	8.68
	Total (A)
	Ceiling as per the Act

B. Remuneration to other directors

                                                                                                                        (Amt in Lacs)

SN.	Particulars of Remuneration	Name of Directors	Total Amount
1	Independent Directors	Mr. Arun Todarwal	Mr. A R Narayanaswamy	-
Fee for attending board committee meetings
Commission
Others, please specify
Total (1)	Nil	Nil	Nil
2	Other Non-Executive Directors	Mr. D D Jalan	Mr. P Ramnath	Ms. A Sumathi
Fee for attending board committee meetings
Commission
Others, please specify
	Total (2)
	Total (B)=(1+2)	Nil	Nil	Nil
	Total Managerial Remuneration	Nil	Nil	Nil
	Overall Ceiling as per the Act				NA

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

SN	Particulars of Remuneration	Key Managerial Personnel
		Mr. Kamal Jain Chief Financial Office	Mr. Manoj Kumar Agarwal Company Secretary	Total
1	Gross salary
(a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961
(b) Value of perquisites u/s 17(2) Income-tax Act, 1961
(c) Profits in lieu of salary under section 17(3) Income-tax Act, 1961
2	Stock Option
3	Sweat Equity	NONE
4	Commission
	-  as % of profit
	Others, specify
5	Others, please specify
	Total	Nil	Nil	Nil

VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES:

Type	Section of the Companies Act	Brief Description	Details of Penalty / Punishment/ Compounding fees imposed	Authority [RD / NCLT/ COURT]	Appeal made, if any (give Details)
A. COMPANY
Penalty	NONE
Punishment
Compounding
B. DIRECTORS
Penalty	NONE
Punishment
Compounding
C. OTHER OFFICERS IN DEFAULT
Penalty	NONE
Punishment
Compounding

DIRECTORS’ RESPONSIBILITY STATEMENT Pursuant to Sub-section 5 of Section 134 of the Companies Act, 2013, in the preparation of the annual accounts, it is hereby confirmed that:(a)in the preparation of the annual accounts, the applicable accounting standards had been followed;(b)the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year, i.e., 31 March 2015 and of the profit and loss of the company for that period;(c)the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;(d)the directors had prepared the annual accounts on a going concern basis; and (e)the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively