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EQUITY - MARKET SCREENER

Indian Energy Exchange Ltd
Industry :  Miscellaneous
BSE Code
ISIN Demat
Book Value()
540750
INE022Q01020
7.0043172
NSE Symbol
P/E(TTM)
Mar.Cap( Cr.)
IEX
85
22610.53
EPS(TTM)
Face Value()
Div & Yield %
2.96
1
0.53
 

As on: Jan 22, 2022 06:02 PM

Dear Shareholders,

Your Directors have the pleasure in presenting the 15th (Fifteenth) Annual Report of the Company, together with the Audited Financial Statements (Standalone and Consolidated) and the Auditors' Report for the financial year ended March 31, 2021.

1. FINANCIAL RESULTS

The Standalone and the Consolidated Financial Statements for the financial year ended March 31, 2021, forming part of this Annual Report, have been prepared in accordance with the Companies Act, 2013 (the “Act”) and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the ‘Listing Regulations').

The Company's financial performance for the year ended March 31, 2021, is summarised below:

Particulars Standalone Consolidated
2020-2021 2019-2020 2020-2021 2019-2020
Revenue from operations 31,711.38 25,703.11 31,785.06 25,713.11
Other Income 4,027.17 4,012.11 3,838.04 4,026.95
Total Revenue 35,738.55 29,715.22 35,623.10 29,740.06
Less: Total Expenditure 7,559.02 6,936.59 8,578.17 7,178.13
Profit before tax 28,179.53 22,778.63 27,044.93 22,561.93
Less: Provision for Tax 6,830.71 4,987.02 6,501.81 4,990.14
Profit after tax (A) 21,348.82 17,791.61 20,543.12 17,571.79
Other comprehensive income for the year, net of income tax (B) 25.46 (40.12) 18.72 (40.12)
Total comprehensive income for the year (A+B) 21,374.28 17,751.49 20,561.84 17,531.67
Profit for the year attributable to:
Shareholders of the Company - - 20,609.33 17,571.79
Non-controlling interests - - (66.21) -
Earnings per equity share [face value .1/- per share]
Basic ( ) 7.15 5.96 6.91 5.89
Diluted ( ) 7.15 5.96 6.90 5.89

Your Company has sustained and maintained its leadership position in the power Exchange industry in India during the FY 20-21.

The company's performance during Financial Year 2020-21 on a standalone and consolidated basis were as follows –

A. On standalone basis

Your Company's standalone revenue was Rs. 35,738.55 lakhs against Rs. 29,715.22 lakhs in the previous year. Profit before tax stood at Rs. 28,179.53 lakhs in FY 21 against Rs. 22,778.63 lakhs in FY 20; profit after tax for FY 21 was Rs. 21,348.82 lakhs compared to Rs. 17,791.61 lakhs in the previous year.

B. Consolidated revenues

The consolidated financialsof the Company include financials of Indian Gas Exchange (IGX), a subsidiary of Indian Energy Exchange. As on March 31, 2021, Indian Energy Exchange holds 53% stake in Indian Gas Exchange.

Since IGX was incorporated on November 06, 2019 the corresponding financial results for year ended March 31, 2020 as contained in these consolidated annual financial results comprise IGX figures for the period from November 6, 2019 to March 31, 2020 only. Your Company's consolidated revenue was Rs. 35,623.10 lakhs in FY 21 in comparison with Rs. 29,740.06 lakhs in FY 20. The Company's profit after tax increased from Rs. 17,571.79 lakhs in FY 20 to Rs. 20,543.12 lakhs in FY 21.

Highlights of Company's performance are discussed in detail in the Management Discussion and Analysis Report (MDA), included in Annual Report as required under Schedule V of the Listing Regulations.

2. COVID 19

During the last month of FY 2020, the COVID-19 pandemic developed rapidly globally thereby forcing the government to enforce complete lock-down since March 24, 2020, of almost all economic activitiesexcept essential services which allowed to operate with limited staff strength. For most part of the FY21, keeping in mind employees safety and wellbeing, the Company continued its operations remotely; all employees were working from Work from Home mode. There were Employee Well-Being sessions held to keep up the morale of the employees which included sessions on

Anxiety & Stress Management, Music Therapy, Meditation etc. All employees were regularly connected and all support and guidance was extended to employees as needed by a Covid Support team created only for this purpose. We are also constantly pushing for vaccination of the employees and the company has agreed to bear the cost of vaccination for employees, spouse, children andparents. Further, inlinewith Policy (“DD Policy”) that balances the Company's philosophy to extend all possible support to its employees in challenging times like the current pandemic, your

Company announced a Covid Bereavement Policy to provide much needed support to the employees' family in the event of any untimely loss of employees' life due to Covid. Your

Directors are happy to share that there has been no impact of

Covid on the business operations and Exchange continued its operations 24X7 seamlessly.

3. Management's Discussion and Analysis Report

The Management Discussion and Analysis Report (“MDAR”) for the year under review, as prescribed under Part B of

Schedule V read with Regulation 34 of the Listing Regulations, report.ispresentedinaseparatesection, Certain Statements in the said report may be forward looking. Many factors may affect the actual results, which could be different from what the Directors envisage in terms of the future performance and outlook.

4. Dividend

During the year, the Company paid an interim dividend of

2.50/- (250%) per equity share of face value of 1 each for the financial year 20-21. The total pay-out was of 7,488.91 Lakhs towards interim dividend. Further, the Company has Tax not paid any amount towards the Dividend Distribution (“DDT”) for the said interim dividend, as the provisions of the Income-tax Act, 1961, (“the Act”) regarding DDT were amended by the Finance Act, 2020, and as per the amended provisions the dividend income on or after 1st April 2020 has been made taxable in the hands of the shareholders. Accordingly, the Company deducted tax at source (TDS) at the time of payment of dividend in accordance with the provisions of the Act.

Your Directors are pleased to recommend a final Dividend of 1.50/- per equity share of face value of 1/- each for the year ended March 31, 2021 amounting to a total payout of 4493.34 Lakhs. The Dividend, subject to the approval of Members at the Annual General Meeting on Thursday, 2nd September 2021, will be paid within the time period stipulated under The Companies Act, 2013 (subject to deduction of Tax at source). The aggregate dividend for the year will amount to 4.00/- per share of 1/- each fully paid up (being 400%).

5. Dividend DistributionPolicy

In compliance with the requirements of Regulation 43A of Listing Regulations, your Company has a well-defined the Dividend Distribution dual objectives of rewarding shareholders through dividends whilst also ensuring availability of sufficient funds for growth of the Company. The policy is available on the website of the

Company and can be accessed through the following web link: https://www.iexindia.com/pdf/Dividend%20Distribution%20

Policy.pdf

6. Transfer to Reserves

The Board of Directors of your company has decided not to transfer any amount to the General Reserves account for the year under review.

7. Changes in Share Capital

During the year under review, there was no change in the

Authorized and Paid-up Share Capital of the Company. As on March 31, 2021, the Company's subscribed and paid-up equity capital stood at 2,995.57 Lakh divided into 299,556,511 equity shares of 1 each.

During the year under review, the Company has, neither issued any equity shares with differential voting shares (including sweat equity shares) to any of its employees under any scheme except as disclosed under the ESOP & RSU Annexures as part of this Report.

8. Subsidiaries, Joint Ventures or Associate Companies

As on March 31, 2021, Indian Gas Exchange Limited (“IGX”) was the only subsidiary of your Company. IGX is India's first automated national level Gas Exchange which works towards promoting and sustaining an efficient and robust Gas and to foster gas trading in the country. The exchange features multiple buyers and sellers to trade in spot and forward contracts at designated physical hubs. IGX is a neutral and transparent marketplace where both buyers and sellers trade Gas as the underlying commodity.

Your Directors are pleased to share that the Petroleum &

Natural Gas Regulatory Board (the “PNGRB”), being the regulator for Gas Exchanges in India, vide its letter dated December 02, 2020, has granted an authorization to IGX to set up and operate Gas Exchange as per the provisions of the Gas Exchange Regulations 2020for a period of 25 years. IGX was incorporated as a wholly owned subsidiary on November 6, 2019, with an initial Authorised, Subscribed & Paid up Share Capital of 2000 Lakh & 1000 Lakh comprising of 2,00,00,000 & 1,00,00,000 equity shares of 10 (Rupees Ten) each, respectively.

After the Petroleum and Natural Gas Regulatory Board notified the PNGRB (Gas Exchange) Regulations 2020, Authorized, Subscribed & Paid-up Share Capital of the IGX was increased to 7,500 Lakh and 7,387.50 Lakh, comprising of 7,50,00,000 & 7,38,75,000 equity shares of 10 (Rupees Ten) ely. Subsequently, with the aim of developing, respectiv each, strengthening and expanding theGasmarketintheCountry egulations. your Company divested the shareholding of IGX to various strategic partners like NSE Investments Limited, GAIL, ONGC,

Adani, Torrent, etc.

The Consolidated Financial Statements of the Company and its Subsidiary are prepared in accordance with the applicable accounting standards, issued by the

Accountants of India, and forms part of this Annual Report.

Pursuant to the provisions of Section 129(3) of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014, a statement containing the salient features of the financial statements of IGX in Form AOC-1 is attached to this Report as Annexure 1.

The separate standalone financial statement of IGX is available on the website of the Company and can be accessed at the below web-link: https://www.iexindia.com/Financials. aspx?id=loJ4nYlwLcs%3d&mid=Gy9kTd80D98%3d The Company will provide a copy of separate audited financial statements in respect of its subsidiary to any shareholder of the Company who asks for it and the said annual accounts will also be kept open for inspection at the Registered Office of the

Company and that of the subsidiary company.

9. Related Party Transactions

All related party transactions during FY21 were at arm's length basis, in the ordinary course of business and were in compliance with the applicable provisions of the Act, the SEBI Listing and the Company's Policy on Related Party Transactions. All these Transactions were reviewed and approved by the Audit and the Board of Directors of the Company.

The Company had not entered into any contract / arrangement / transaction with related material, or which may have potential conflict with the interest of the Company, hence there is no information to be provided as required under section134(3) (h) of the Companies Act 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014. Accordingly, a nil disclosure of Related Party Transactions is annexed with this Report in Form AOC-2 as Annexure 2. All the Related Party Transactions are placed before the Audit Committee for its review on a quarterly basis. All Related Party Transactions are subjected to an independent review by the Statutory and Secretarial Auditors of the Company to establish compliance with the requirements of Related Party Transactions undertheActandListing Members may refer to Note No. 46 of the Standalone financial statement which sets out related party disclosures pursuant to

Ind AS.

Your Company has formulated the policy on materiality of related party transactions and dealing with related party transactions of Chartered which has been amended from time to time to comply with the necessary amendments of various enactments of law. The latest Policy is uploaded on the website of the Company and can be accessed through the following web link: https://www.iexindia.com/pdf/IEX_POLICY_ON_ MATERIALITY_AND_DEALING_WITH_RELATED_PARTY_ TRANSACTIONS.pdf The Policy intends to ensure that proper approval, reporting and disclosure processes are in place for all transactionsbetween the Company and related parties. This Policy specifically deals with the review and approval of Material Related Party Transactions keeping in mind the potential or actual conflicts of may arise because of entering into these transactions.

10. Material changes and commitments, if any

There have been no material changes and commitments, affecting the financial position of the Company, which occurred between the end of the financial year of the Company and the date of this Report. Further, it is hereby confirmed that there has been no change in the nature of business of the Company.

11. Directors and Key Managerial Personnel

Your Company has a well-diversified Board comprising of Directors having skills, competencies and expertise in the areas of Finance, Strategy Planning & Policy Development, Information Technology, Governance, Risk and Compliance etc. to ensure effective corporate governance and sustained commercial success of the Company.

The NRC is responsible for developing competency requirements for the Board based on the industry and strategy of the Company. The Board composition analysis reflects in-depth understanding of the Company, including its strategies, operations, financial condition and compliance requirements. The Board has also reviewed the list of core skills, expertise and competencies of the Board of Directors as are required in the context of the businesses and sectors applicable to the

Company which are mapped with each of the Directors on the

Board. The same is disclosed in the Corporate Governance

Report forming part of the Annual Report.

As on March 31, 2021, the Board comprised of Six Directors, out of which Three were Non-Executive Independent Directors including One-woman Independent Director, Two Non-Executive Non-Independent Directors and One Executive

Director.

A. Changes in Directors

During the FY 20-21, there have been following changes in the positionof Directors of the Company:

Appointments: i. Mr. Satyanarayan Goel (DIN: 02294069), Chairman & Managing Director

The Company, on abrupt resignation of Mr. Rajiv Srivastava MD & CEO of the Company on August 24, 2020, commenced the search process for new MD & CEO of the Company; however due to COVID and other factors the process could not get completed within the stipulated time frame of six months as provided under Section 203(4) of the Companies Act, 2013 to fill up the vacant positionof the whole-time key managerial personnel. Considering the factor that the search for new

Managing Director may take some more time till eases and things get normalize and the need of the Company to have a leader for managing the business and affairs of the Company on full time basis and to ensure compliance with Statutory requirements, the Board of Directors of the Company on recommendation of the Nomination and Remuneration Committee (NRC) appointed Mr. Satyanarayan Goel, the non Executive Chairman of the Board, as the Chairman cum Managing Director of the Company w.e.f. February 19, 2021, till the apointment of new Managing Director.

The above appointment is subject to shareholders approval and the necessary resolutions for appointment has been included in the Notice convening the ensuing AGM. ii. Mr. Amit Garg (DIN 06385718), Non-Executive Non-Independent Director

Mr. Amit Garg was appointed as an Additional Director (Non-Executive Non-Independent Director) with effect from May 14, 2020, and his appointment was regularised in the 14th Annual General Meeting of the Company held on August 28, 2020.

Cessations:

1. Mr. Ajeet Kumar Agarwal (DIN: 02231613), Non- Non-Independent Director on the Board as the nominee of

REC Limited ceased to be Director of the Company with effect from June 1, 2020, as a result of withdrawal of his nomination by the REC Limited.

2. Mr. Rajiv Srivastava (DIN: 03568897), Managing Director & CEO of the Company, resigned from the Board of the Company on August 24, 2020, due to personal reasons. The Company places on record its appreciation and gratitude towards valuable contributions made by Mr. Ajeet Kumar Agarwal and Mr. Rajiv Srivastava during their tenure as members of the Board.

Directors liable to retire by

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Amit Garg Director of the Company will be retiring by rotation at the asforthcoming Annual General Meeting (AGM) and being eligible offers himself for re-appointment. Necessary resolutionsfor re-appointment of aforesaid Director have been included in the Notice convening the ensuing AGM and details of the proposed re-appointment are mentioned in the explanatory statement of the Notice.

B. Change in KMP:

Following changes took place during the year: i. Mr. Satyanarayan Goel, was appointed as the Chairman Cum Managing Director of the Company with effect from February 19, 2021. ii. Mr. Rajiv Srivastava, ceased to be MD & CEO of the Company wef August 24, 2020 and accordingly ceased to be the KMP of the Company from that date. Accordingly, the Key Managerial Personnel of the Company as on March 31, 2021, are Mr. Satyanarayan Goel, Chairman & Managing Director and Mr. Vineet Harlalka, Chief Financial Officer, Company Secretary and Compliance Officer. During the year under review, the Non-Executive Directors (NEDs) of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, commission and reimbursement of expenses incurred by them, if applicable, for the purpose of attending Board/Committee meetings of the Company.

C. Declaration by Independent Directors

In terms of Section 149 of the Act and Regulation Regulations, Ms. Sudha Pillai, Prof. Kayyalathu Thomas Chacko and Mr. Tejpreet Singh Chopra are the Independent Directors on the Board of your Company. The Company has received declarations from all the Independent Directors that they meet the criteria of independence as prescribed under Section149(6) of the Companies Act, 2013 read with the Rules made thereunder, Securities Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations,

. 2015andtheCERC(PowerMarket)Regulations, 2010 In terms of Regulation 25(8) of the have confirmed that they are not aware or situation which exists or may be reasonably anticipated that could impair or impact their ability to discharge their duties. Based upon the declarationsreceived from the Independent Directors, the Board of Directors have confirmed that they meet the criteria of independence as mentioned under Section149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations and that they are independent of the management. All Independent Directors have affirmed code of conduct for independent directors as prescribed in

Schedule IV of the Companies Act, 2013 and the Code of Conduct for Directors and Senior management personnel formulated by the Company.

A declaration on compliance with Rule 6(3) of the (Appointment and Qualification of Directors) along with a declaration as provided in the Notification dated October 22, 2019, issued by the Ministry of Corporate Affairs (MCA), regarding the requirement relating to enrolment in the Data Bank for Independent Directors, has been received from all the Independent Directors, along with declaration made under Section 149(6) of the Act.

The Board of Directors of the Company has taken on record the declaration and confirmation submitted Directors. In the opinion of the Board, they fulfill of independence as specified in thereunder and are independent of the management.

D. Meetings of Board / Committees

During the year thirteen Board Meetings were held, the composition and the details of the meetings of the Board and its Committees held during the year and the attendance of the Directors thereat is set out in the Corporate Governance

Report, forming part of this Report.

E. Shiftingof Registered

of the Listing During the year, the Company from Unit No. 3, 4, 5 & 6, Fourth Floor, TDI Centre Plot. No. 7, District Centre, Jasola, New Delhi-110025 to First Floor, Unit No. 1.14(a), Avanta Business Centre, Southern Park, D-2, District confirming Centre, Saket, New Delhi 110017 and its corporate office from Unit No. 3, 4, 5 & 6, Fourth Floor, TDI Centre Plot. No. 7, District Centre, Jasola, South Delhi-110025 to Plot No. C-001/A/1, 9th Floor, Max Towers, Sector 16 B, Noida, Gautam Buddha Nagar, Uttar Pradesh 201301 w.e.f. December 10, 2020.

F.Policy on Boardthey Diversity and Director of any circumstances Attributes and Remuneration

Directors, Key Managerial Personnel and Other Employees

In terms of the provisions of Section

Regulation 19 read Regulations, the NRC is responsible for formulating the criteria for determining independence of a Director.

The NRC is also responsible for recommending to the Board, compliancetothe a policy relating to the remuneration Key Managerial Personnel and other employees. In line with this requirement, the Board has adopted the Policy to Promote Diversity on the Board of Directors, which is provided in Annexure 3 to this Report and Nomination and

Remuneration Policy for Directors, Key Managerial Personnel and other employees of the Company, which is reproduced in Annexure 4 to this Report.

The details of the Policy are made available on the Company's website at www.iexindia.com.

G. Statement on Annual Evaluation made by the

Board of Directors

Your Company believes that the process of performance evaluation at the Board level is essential to its Board engagement and effectiveness. The Performance Evaluation

Policy of the Company is duly approved by the Board and

Nomination and Remuneration Committee of the Company. line with the Performance Evaluation Policy of the Company, Annual Performance Evaluation was carried out for all the Board Members, for the Board and its Committees with specific functioningof the focus performanceandeffective Board and its Committee.

Pursuant to the provisions of the Companies Act, 2013, the SEBI (LODR) Regulations, 2015 and the Guidance Note on Board Evaluation issued by SEBI in January 2017, a structured Nomination and Remuneration Committee (NRC) after taking consideration the various aspects of the Board's functioning, composition of the Board and its Committees, culture, execution and performance of specific duties, governance.

The performance of the Board was evaluated by the Board after seeking inputs from all the Directors on the basis of criteria such as the board composition and structure, effectiveness board processes, information and functioning, etc. The performance of the Committees was evaluated by the Board after seeking inputs from the Committee members on the basis of criteria such as the composition of committees, terms of reference of committee, effectiveness of meetings, etc. The above criteria were broadly based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on January 5, 2017. The Nomination the performance of individual directors on the basis of criteria such as the contributionof the individual director to the Board and Committee meetings like and be discussed, meaningful and constructive contribution inputs in meetings, etc.

In a subsequent Board meeting,the performance of the Board, its Committees, and individual Directors was also discussed.

Performance evaluation of Independent Directors was done by the entire Board, excluding the Independent Director being evaluated.

A statement indicating the manner in which formal annual evaluation of the Directors, the Board and Board Committees has been made and the criteria for the same are set out in Annexure 5 to this Report.

In a separate meeting of Independent Directors, performance of Non-Independent Directors, the Board as a whole and the Chairman of the Company was evaluated, taking into account the views of the Executive Director and NEDs.

H. Particulars of Key Managerial Personnel and Employee Remuneration

Disclosure pertaining to remuneration and other details as required under Section 197 (12) of 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed as Annexure 6. A statement showing the names and particulars of the employees falling within the purview of Rule 5(2) and 5(3) of the aforesaid Rules are provided as part of this Report as

Annexure 7. None of the employees listed in the said Annexure are related to any Director of the Company.

12.obligations and Employee Stock Option Plan (ESOP) and

Restricted Stock Unit (RSU) a. ‘IEX Employees Stock Option Plan 2010' of (“ESOP 2010”)

Your Company has ESOP 2010, to motivate and instil a sense of ownership among its employees. The Company's ESOP scheme is administered through a Trust route, which acts as per instructionsof the Nomination and Remuneration Committee of the Company.

The disclosures pursuant to SEBI (Share Based Employee Benefits) Regulations, Act, 2013 read with Companies (Share Capital and Debenture) Rules, 2014, in connectionwith the ESOP Scheme 2010 details andRemuneration Committee(NRC)reviewed are set out in Annexure 8 to this Report.

b. ‘Indianonthe issuesto Energy Exchange Limited Restricted Stock Unit Scheme 2019' (“IEX RSU SCHEME 2019”)

Your Company has ‘Indian Energy Exchange Limited Restricted Stock Unit Scheme 2019' with a view to attract and retain key talents working in the capacity of senior management with the Company, by way of rewarding their performance and motivating them to contribute to the overall corporate growth and profitability. The Scheme is administered directly by the Nomination and Remuneration Committee (“NRC”) of the Company. The Board is authorized to introduce, offer, issue and allot share-based incentives to eligible employees of the Company under this scheme. The maximum number of shares under scheme shall not exceed 6,00,000 (Six Lakh Only) equity shares. These RSUs and stock options shall be exercisable within the period as approved by the Nomination and Remuneration Committee. The exercise price of the RSUs will be equal to the par value of the shares.

There is no change in the schemes and the aforementioned schemes are in compliance with SEBI (Share Based Employee Benefits)Regulations, 2014 The disclosure for IEX RSU SCHEME 2019 is set out in

Annexure 9 to this Report.

Further, the Company has obtained a certificate from the statutory auditors of the Company certifying that the ESOP 2010 and IEX RSU SCHEME 2019 have been implemented in accordance with the SEBI (Share Based Employee Benefits) Regulation, 2014 and in accordance with the resolution by the members. The certificate will be placed at the ensuing Annual General Meeting for inspectionby the members.

13. Directors' Responsibility Statement

Based on the framework of internal financial controls and compliance systems established and maintained by the

Company, the work performed by the internal, statutory and secretarial auditors and external consultants, including the audit of internal financial controls over financial reporting by the Statutory Auditors and the reviews performed by management and the relevant board committees, including of the Audit Committee, the Board is of the opinion that the Company's internal financial controls were adequate and effective during FY21.

Pursuant to Section 134 (5) of the Companies Act, 2013, the Directors to the best of their knowledge and ability, state that: i. In the preparation of the Annual Accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material departure, if any; ii. They have selected appropriate accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the financial year 20-21; iii. They have taken proper and sufficient care for the maintenance of adequate accounting with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; iv. They have prepared the Annual Accounts on a going concern basis; v. They have laid down proper Internal Financial Controls to be followed by the Company and that such Internal Financial Controls are adequate and are operating effectively; and vi. Proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating

14. Reporting of Fraud by Auditors

During the year, under section143(12) of the Companies Act 2013, neither the Internal Auditors, Statutory Auditors nor Secretarial Auditors have reported to the Audit the Board of the Company any material fraud by its officers or employees therefore no details are required to be disclosed under Section 134(3) (ca) of the Companies Act, 2013. passed

15. Internal Financial Control & its Adequacy

As per Section 134(5) (e) of the Companies Act, 2013, the

Directors have an overall responsibility for ensuring that the

Company has implemented robust system and framework of Internal Financial Controls. Accordingly, the Company has a well-established internal control framework including proper delegation of authority, policies and procedures, defined various internal controls, risk based internal audits, risk management framework and whistle blower mechanism, continuously the adequacy, which is designed to effectiveness and and operational controls. The management is committed to ensure an effective internal control environment, commensurate with the size and complexity of the business, which provides an assurance on compliance with internal policies, applicable laws, regulations and protectionof resources and assets.

The entity level policies include anti-fraud policies (like code of conduct, conflict of interest, confidentiality and whistle blower policy)andother polices (like organization HR policy, IT security policy and business continuity and disaster recovery plan). The Company has also defined Standard Operating Procedures (SOP) for each of its processes.

The Audit Committee of the Company periodically reviews and recommends the unaudited quarterly financial statements and also the annual audited financial statements of your Company to the Board for approval.

The Company maintains appropriate policies, procedures and systems to ensure orderly and efficient conduct of its business, including adherence to Company's policies, monitoring procedures, to ensure that all assets are safeguarded against loss from unauthorized use or disposition, prevention detectionof frauds and errors accuracy and completeness of accounting records, andthetimely preparation of reliable financial information. and modified on an on-going basis to meet the changes in .businessconditions, accounting and The external and internal auditors review the efficiency of these systems and procedures on regular basis to ensure that all the assets of the Company are protected against any loss and that the financial and operational is accurate and complete in all respects. The Audits are conducted on an ongoing basis and significant deviations, if any are brought to the notice of the Audit Committee following which corrective action is recommended for implementation All these measures facilitate timely detection /irregularities and early remedial steps.

During the year, the defined controls were tested and no observation on reportable material weakness in design and effectiveness was found.

During the year no fraud has been reported by the Auditors to the Audit Committee or the Board of the Company.

16. Fixed Deposits

Your Company has not invited or accepted any fixed deposits under Section 73 of the Companies Act, 2013 during the year and as such, no amount on account of principal or interest related thereto was outstanding as on the date of the Balance

Sheet i.e., March 31, 2021.

17. Particulars of Loans, Guarantee or Investment

During the FY 2020-21, your Company has not given any loans, guarantees or provided any security to any Body Corporate as

2013. specified underSection 186

All the other Investments of your Company are in Bank FDs, Tax Free Bonds, Debt based liquid and liquid plus terms products, Fixed Maturity Products (FMPs), Market Linked Debentures (MLDs) and Arbitrage Mutual Fund schemes only, the details of which are provided in Note 6,8,11 and 14 to Standalone Financial Statement for the year ended March 31, 2021. Further, your Company's investment in Indian Gas Exchange Limited (IGX), subsidiary company, as on March 31, 2021, is 3,915.38 Lakh ( Thirty-Nine Crore Fifteen Lakh Thirty-Seven Thousand and Five Hundred only).

18. Corporate Social Responsibility

and In compliance with the requirements of Section 135 of the Act read with the Companies (Corporate Social Responsibility) Rules, 2014, the Board of Directors have The Internal control system is improved Responsibility (CSR) Committee. The details of membership of the Committee and the meetings held are detailed in the Corporate Governance Report, forming part of this Report. and

The Board of Directors of the Company has also formulated a ‘Corporate Social Responsibility Policy' (CSR Policy) based upon the recommendation of the CSR Committee. During the information year under review the CSR policy was amended by the Board of the Company to align it with the Companies (Corporate Social Responsibility Policy) Amendment Rules, 2021. Your Company has undertaken various CSR activities . aim to address issues in the ambit of environmental sustainability, of any deviations economic empowerment and social development by adopting an integrated, holistic and need-based approach.

The Company has identified following focus areas for CSR engagement:

Renewable Energy: Promoting renewable energy by creating opportunities for access and awareness.

Health and Development: Supportingsocio-economic development of underprivileged communities through improved access to livelihoods, sanitation, water, healthcare and education.

Women Empowerment: Endeavouring to integrate the cause of women empowerment while designing the projects.

Arts, Culture and Heritage: Contributing to protection of national heritage, art and culture.

Disaster Response: Contributing to relief and rehabilitation measures in disaster-affected parts of country.

The CSR policy of the Company is placed on the Company's website at www.iexindia.com and the Annual Report on CSR as required pursuant to Section 135 of the Companies Act, 2013 is appended as Annexure 10 to this report.

19. Conservation of Energy

Though the operations of your Company are not energy intensive, your Company has taken, inter alia, following measures to reduce energy consumption:

• Switched from conventional lighting systems to using energy-efficient lightning in office.

• Selecting and designing offices to facilitate maximum natural light utilisation.

• Use of energy efficient computer systems and procuring energy-efficient equipment's.

• Use of cloud based virtual servers to increase energy efficiency and data security.

As an on-going process, your Company continuously evaluates new technologies and techniques to make infrastructure more energy efficient.

20. Technology Absorption

India's energy sector is at the cusp of transformation. An evident shift towards decarbonization and decentralization has been underway with increased role of renewable energy at grid connected as well as decentralised/off-grid level. There has been increased push towards adoption of technology and automation across the industries with power sector being no exception. Technology has been a key differentiating factor IEX since inception in the year 2008. Our technology vision has been to provide the most intuitive, secure, and state of the art technology platform. We continually advance our technology infrastructure to elevate ease, reliability, security, scalability, to provide the best-in-class experience to our participants. Our integrated suite of technologies is designed to support a significant expansion of business and provide with the ability to leverage the technology base to enter new markets as well as develop new products and services rapidly and reliably.

In FY 20-21, IEX executed several initiatives for market development, ease of access, flexible products as well as facilitating market participants to benefit from the procurement on strength of the tech platform. We started the year with introductionof Real Time Market (RTM) wherein buyers and sellers have the option of placing buy or sell bids for 15-minute time block in 48 auction sessions during the day with delivery of power within one hour of closure of the bid session. We worked jointly with our members to create the specifications for (API),which provides our members with an automated bidding experience. The Green Term Ahead Market (G-TAM) was launched in August'20 for trade in delivery based renewable energy and to facilitate obligated compliance. All G-TAM contracts are nationalised contracts and available with Solar and Non-solar segments. In addition to launching new products, we have also enhanced our existing products to enable our members to do more efficient bidding through our exchange platform. We have launched two new bid types in Day Ahead Market, introduced Flexible contracts in Term Ahead Market, 15 minutes contract in Term Ahead Market, extension of market duration for Term Ahead Daily contracts to 22 hours, and the extension of delivery period for Term Ahead - Daily contracts for T+9 to T+10 days. At IEX, we continue to transform customer experience. In April'21, we have launched a new Web based platform that allows ease of Member Onboarding and also facilitates access to the trade reports. Features like online client registration/ update, anytime anywhere secure access for all reports, and ability for Members to provide access to clients have been provided in the Web based platform. We are working on further strengthening this platform by providing deep Data Insights to all 6000+ Clients, CXO level leaders across our Customers, and Senior Stakeholders in the Power Sector. With the development of Web based platform, we also strengthened Cyber Security by improving comprehensive monitoring. We are also working on introducing another level of Web Application Firewall (WAF) security for the web-based platform. We partnered with a Belgium based company N-SIDE (which has developed the EUPHEMIA algorithm used for day ahead price discovery in the European market) to implement a Mixed Integer Linear Programming (MILP) matching algorithm to discover the uniform clearing price in our Day Ahead Market. The implementation of the MILP matching algorithm provides us the benefit to easily introduce complex bid types to effectively fulfil the changing market needs. In addition to making continuous technology advancements in our Exchange Platform, we have also implemented key initiatives to achieve digital transformation at the Enterprise level. We have done SAP implementation at the enterprise level and have integrated our Clearing and Settlement and Membership systems with the SAP system to achieve real-time data flow and centralized reporting. We have implemented Darwinbox, a cloud based Human Resource Management System (HRMS), to digitize the HR processes at the enterprise level. We have also implemented Microsoft Power BI dashboard to provide real Application time and efficient data visibility to enable faster and effective programming Interface business decision making. .We make continuous investment in providing best-in-class training to our team members to enable them to enhance their technical skills. The investment in training helps us to create a culture of technical innovation and excellence in our organization, and such a culture enables us to efficiently work towards realizing our technology vision of creating a customer centric energy marketplace through efficient and state of the art technology solutions.

21. Research and Development

Your Company is not directly involved in any Research and

Development activities and and development has been incurred.

22. Foreign Exchange Earning and Outgo

The particulars of Foreign Exchange Earnings and outgo during the year under review are furnished hereunder:

Foreign Exchange Earning Nil
Foreign Exchange Outgo 330.04lakh(includingdividend of Board and its Powers) pay-out of 74.21 lakh)

23. Risk Management Policy

Your Company being an exchange has adequate risk management systems and procedures operating within the organization. The Company has a ‘Risk Management Committee' and process of the organization on half yearly basis as per Regulation 25(ii) of the CERC (Power Market) Regulations, 2010 and submits its report to the CERC.

In addition, your Company has also devised and implemented a comprehensive ‘Risk Management Policy' which provides for identification, assessment and control of risks that the Company would face in the normal course of business and mitigation measures associated with them. The Management identifies and controls risks through a properly defined framework in terms of the aforesaid policy. Under the said policy and in compliance with the Listing Regulations ‘Enterprise Risk Management ee and no and oversee implementation of the risk management policy, including evaluating the adequacy of risk management systems and to ensure establishment of appropriate methodology, processes and systems to monitor and evaluate various internal and external risks associated with the business of the Company, including activities monitor risk In additionto above, the Audit Committee of the Board has additionaloversight in the area of financial risks and controls. Major risk identified by the business and functions are systematically addressed through mitigating actions continuous basis. For more details, please refer Management Discussion and

Analysis of this Report.

24. Whistle Blower & Anti-Fraud Policy

Your Company believes in the conduct of its business affairs in a fair and transparent manner by adopting the highest standards no expenditureon research of professionalism, honesty, integrity, ethical behaviour and prudent commercial practices and is committed to comply with all applicable laws, rules and regulations. Your Company has established a robust Vigil Mechanism for reportingof concerns through the Whistle Blower & Anti-Fraud Policy of the Company, which is in compliance with the provisions of Section Companies (Meetings 2014 and Listing Regulations.

The Policy provides for:

a. a mechanism wherein the Directors and the Employees can report their genuine concerns about the unethical behaviour,actualorsuspectedfraudorviolationof the Company's Code whichreviewsthe risk management framework of conduct. b. adequate safeguards against victimization of persons who use this Mechanism; and c. direct access to the Chairperson of the Audit Committee of the Board of Directors of the Company.

The latest Whistle Blower & Anti-fraud Policy is uploaded on the website of the Company and can be accessed through the following web link: https://www.iexindia.com/pdf/Whistle%20Blower%20 Anti%20Fraud%20Policy.pdf Your Company hereby affirms that no person has been denied the Board has an access to the Chairman of the Audit (‘ERMC') to monitor complaints were received during the year.

25. Material and Significant Orders Passed by

The Regulators or Courts or Tribunal

During the FY 2020-21, there were no material and significant relatedtocybersecurityand orders passed by the Regulators or Courts or Tribunal.

26. Statutory Auditors

M/s B S R & Associates LLP, Chartered Accountants, (Firm Registration No. 116231W/W-100024), the Statutory

Auditors of the Company were appointed at the 13 on a th Annual

General Meeting of the Company to hold office for a term of 5 (five) consecutive years until the conclusion of the 18 th Annual General Meeting of the Company.

Pursuant to Section 141 of the Act, the Auditors have represented that they are not disqualified and continue to be eligible to act as the Auditor of the Company.

27. Auditors' Report

The standalone and the consolidated financial statements of the Company have been prepared in accordance with Indian

133 of Accounting Standards (Ind AS) notifiedunder Section the Act. any The Auditors' Report for fiscal qualification, Auditors' Report is enclosed with the financial statements in this Report. The Statutory Auditors were present in the last AGM.

28. Secretarial Auditors

Pursuant to the provisions of Section204 of the Act, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Mohd. Nazim Khan, Designated Partner, of M/s MNK and Associates LLP, Company Secretaries, New Delhi, as Secretarial Auditor of the Company to conduct the Secretarial Audit for Financial Year 2020-21.

The Secretarial Audit report for the financialyear March 31, 2021 in Form No. MR-3 is annexed as Annexure 11 to this Report.

The Secretarial Audit Report confirms complied with the provisions of the Act, Rules, Regulations, and Guidelines and that there were no deviations or non-compliances. The Secretarial Audit report does not contain any qualification, reservation, or adverse remark. Further, pursuant to the provisions of Regulation SEBI (LODR) Regulations, 2015, the Secretarial Audit Report of Indian Gas Exchange Limited (“IGX”), Company's unlisted subsidiary is annexed herewith and marked as Annexure 12 to this Report. The Secretarial Audit Report of IGX does not contain any qualification, reservation or adverse remark or disclaimer.

29. Secretarial Standard Disclosure

During the FY 2020-21, the Company has complied with the provisions of applicable secretarial standard issued by The

Institute of Company Secretaries of India (ICSI).

30. Extract of The Annual Return

The extract of Annual Return as required under Section 134(3) (a) and as provided under Section 92(3) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, in the prescribed form MGT-9 is annexed to this Report as Annexure 13 and as per Section 134 (3) (a) of the Companies Act, 2013, annual return will be placed on the website of the Company at https://www.iexindia.com/AGM_EGM_notice. aspx?id=%2fVFcZM3gBsg%3d&mid=IT8b%2bZM5cBA%3d or adverse remark or disclaimers. The

31. Human Resource Development

Your Company has set ambitious growth targets and it also endeavours to become a best-in-class company. To achieve this, the Company continues its transformation that encompasses both culture and talent which is also aligned to its technology transformation.

Your Company believes in an open and transparent workplace that places adequate emphasis on employee development and strong employee connects through planned engagements. To ensure that the Company is well equipped to take on its growth objectives, we are employing a two-pronged talent strategy. Our strategy is a combination of developing internal talent and hiring best of talent externally. IEX hires professionals with experience working in top organisations. The is to create complimentary skills in both domain and external experience/sector experiences. Through this, we are moving towards our goal of ensuring “best-in-class” talent. We enhance learning through regular sessions by experienced external trainers on key topics of development. To upgrade our employees with new skills coupled with professional and personal growth, we had organised several

24A of the training sessions both on behavioural and functional competencies throughout the year. The training is imparted by some of the best trainers and training organisations of the industry.

In addition, forums such as weekly and monthly meetings, All Hands meetings every quarter, skip-level quarterly meetings, off-site meetings, and departmental meetings opportunities for interaction. We were unable to do many physical engagements due to the pandemic.

However, during lockdown, we made sure to keep in touch with all employees through virtualteammeetingsand regular month end interactions. This has helped us to create an environment of harmony where each one was able to meet colleagues virtually and share success stories and keep up the moraleofemployeesintoughtimes In line with the Company's philosophy to extend all possible support to itsemployeesinchallengingtimeslike the current pandemic, your Company announced a Covid Bereavement

Policy to provide much needed support to the employees' family in the event of any untimely loss of employees' life due to Covid.

We also organized Self Learning Initiatives wherein employees had learned new skills through online training programs, which were sponsored by the company.

32. Business Responsibility Report (BRR)

ListingRegulations the Business AsperRegulation

Responsibility Report (BRR) describing the initiatives taken by Company from an environmental, social and governance perspective is attached and is part of this Report.

)

33. Corporate Governance

Your Company is committed to maintain the highest standards of Corporate Governance and adheres to the Corporate Governance requirements set out by the Securities and Exchange Board of India (“SEBI”).

Pursuant to Corporate Governance guidelines, as laid out in the SEBI (LODR) Regulations, 2015, a separate section titled ‘Corporate Governance' has been included in this Report, as

Annexure 14.

All Board members and Senior Management personnel have in writing their compliance with and adherence to the affirmed code of conduct adopted by the Company for FY 2020-21. A declaration to this effect signed by the Chairman & Managing

Director of the Company is included in this Annual Report.

In terms of SEBI (LODR) Regulations,2015 the CMD & CFO certificate of the FY 2020-21 and Declaration by CMD confirming the compliance declarations received from the Directors and the Senior Management personnel are appended as Annexure 15.

M/s MNK and Associates LLP, Company Secretaries in Practice, Delhi (Firm Registration No. L2018DE004900) have examined the requirements of Corporate Governance with reference to SEBI (LODR) Regulations, 2015 and have the compliance, as required under SEBI (LODR) Regulations, 2015. The Certificate in this regard is set out in this Report as

Annexure 16.

34. Disclosure Under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company has put in place an Anti-Sexual Harassment mechanism in line with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. An Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

During the FY 2020-21, the Company has not received any complaint pertaining to sexual harassment and hence no compliant is outstanding as on March 31, 2021.

35. Maintenance of Cost Records

The provision of Section 148 of the Companies Act, 2013 and Companies (Cost records and Audit) Rules, 2014 (as amended time is not applicable on the Company. from to

36. Details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 during the year along with their status as at the end of the financial year.

During the year under review the Company has neither made any application nor any proceeding is pending under the Insolvency and Bankruptcy Code, 2016.

erence between amount diff 37. Details of of the timeof valuation done at the one time done while taking loan from the Banks or Financial Institutions along with the reasons thereof:

Not Applicable

38. Acknowledgment

On behalf of the Directors of the Company, I would like to place on record our sincere gratitude to the Ministry of Power, Central Electricity Regulatory Commission (CERC) Members, State Electricity Regulatory Commissions (SERCs) Members and Staff, Central Electricity Authority (CEA), National Load Dispatch Centre (NLDC), Regional Load Dispatch Centers (RLDCs), State Load Dispatch Centers (SLDCs), State Electricity

Regulatory Commissions (SERCs), Power Grid Corporation Ltd. (PGCL), Stock Exchanges (NSE & BSE), Financial Institutions, Shareholders, Bankers, depositories, Registrar and Transfer Agents (RTA), Members of the Exchange and, Business Associates and for their continued support.

Finally, we also wish to place on record our deep appreciation for the contribution made by all our employees and their families Our consistent growth was made possible by their hard work, cooperation and support.

For and on behalf of the Board of Directors

Indian Energy Exchange Limited

Sd/-

Satyanarayan Goel

Chairman & Managing Director

DIN: 02294069

Place: Noida

Date: 22 July, 2021