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Directors Report of Indowind Energy Ltd.

Mar 31, 2015

The Directors are pleased to present this 20th Annual Report of the Company together with the AuditedAccountsfortheyearended31s,March2015.

FINANCIAL HIGHLIGHTS AND PERFORMANCE

In Million

PARTICULARS 2014-15 2013-14

Total Income 241.33 239.41

Total Expenses 100.50 93.52

EBITDA 140.83 145.89

Interest 60.41 47.17

Depreciation 75.42 95.75

Tax Provision 2.79 2.01

Profit After Tax 2.21 0.96

During the year under review, your Company's total income achieved is INR 241.33Mn. against INR 239.41 of the previous year. However the expected sale increase did not come through because of substantial shutdown of the plant due to non-availability grid during the year under review. There is a marginally increase in total expenses amounting to INR. 100.50 Mn. than that of Rs. 93.52 Mn. of previous year. The interest paid for the year under review is INR. 60.41 Mn. than that of INR. 47.17 Mn. of previous year. This is due to weakening of INR against USD for servicing the EXIM Bank loan. The depreciation expenses are reduced from INR 95.75 Mn. of previous year to INR 75.42 Mn. for the period under review due to depreciation policy provided by the companies Act. 2013. However tax provision for the year under review amounts to INR 2.79 Mn. than that of INR 2.01 Mn. of the previous year. This is due to increase in the Income Tax. Your Company has made a profit after Tax of INR. 2.21 Mn. for the period under review. However your company is not in a position to recommend Dividend for the year under review. There is no material changes and commitments affecting the financial position and there is no change in the nature of the company during the period under review. There is no Subsidiary / Joint Venture or associates companies which ceased to exist during the year under review. The company has not issued any shares with differential voting rights, sweat equity shares or Employee's Stock Options. No provision is made by the company for purchase of its own shares by employees or trustees for benefit of the Employees for the year under review.

REPLYTO THE OBERSERVATIONS OF THE AUDITORS IN THEIR REPORT

With reference to Item No.1 of Observation of the Auditors in their Independent Auditors Report, in respect of "Basis of qualified opinion", your Directors wish to state that the Company had made advances to carry out 28 MW expansion project based on the Foreign Currency Term Loan of 18 Mn. Euro sanctioned by Exim Bank of India, Mumbai. Based on the entire sanctioned amount, the company has incurred substantial expenses and made advances including Rs. 44.60 crores as observed by the Auditors in their report. However, as Exim Bank closed the loan limit halfway through, the company is unable to either mobilize further amounts required for completion of the project or recover the advances made in entirety. However, the company is contemplating various recovery modes including negotiation with the suppliers. The company is likely to arrive at a solution during thefinancialyear2015-16.

With reference to the observation of the Auditors in their Independent Auditors Report, in respect of "Basis of qualified opinion", under Point No. 2 (d) in the paragraph "Report on other Legal & Regulatory requirements" for effect on Profit & Loss of the company on account of non-compliance of Accounting Standards, your Directors wish to state that your company is following the policy consistently since the date of disbursement of the loan and there is no change in the accounting policy to warrant recognition of the outstanding dues at the exchange rates prevailing on date of the Balance sheet. Further the said practice is in conformity with the Indian Accounting Standard 21 .As per Clause 6(b) of Schedule II of the loan agreement signed between your Company and the Exim Bank, the outstanding balance of the Foreign Currency Loan shall be converted in to Rupees only if it is deemed expedient by the Exim Bank. Your Company has not received any such expediency or instruction from Exim Bank in this regard. Further, such expediency arises only when the loan becomes default.

ECONOMIC SCENARIO AND OUTLOOK:

Indian Economy Overview

India is set to become the world's fastest-growing major economy by 2016 ahead of China, the International Monetary Fund (IMF) said in its latest forecast. Economic expansion picked up in 2014, inflation markedly declined, and the balance of trade position was comfortable, helped by positive policies and lower global oil prices. The outlook is for economic strengthening through higher infrastructure spending, increased fiscal devolution to states, and continued reform to fiscal and monetary policy. The government underscored its intention to move steadily to tackle politically difficult structural issues that have stalled investment and limited economic performance in recent years. Industry is likely to record an uptick in growth. Mining clearances and auctions of coal mines will provide a fillip to mining and electricity generation. Manufacturing will receive a boost from the government's flagship "MAKE IN INDIA" program, which aims to induce businesses around the world to invest in manufacturing by providing infrastructure and streamlining regulations. A benign inflation outlook would serve to help monetary policy support growth.

Details(% per Year) 2014 2015 2016

Growth rate of GDP 7.4 7.8 8.2

Growth rate of per capita GDP 6.1 8,0 6.9

Current account balances -1.5 -1.1 -1.5

Inflation 7.0 5.0 5.5

Growth rate of merchandise exports 2.3 3.2 7.0

Growth rate of merchandise imports 2.0 -1.1 5.0

T7adebalance ($ Billion) -137.6 -122.2 -121.7

Source from Asian Development Bank.

RE potential and growth in India

- India meets close to 65% of its electricity needs from fossil fuels and is expected to continue doing so in future. This poses questions on cost of electricity supply, environmental impacts and energy security. At this juncture, Renewable Energy (RE) is being seen as one of the important means to meet the growing power needs of the economy while enhancing energy security through diversification of fuel sources and providing opportunities for mitigating greenhouse gas emissions. India has vast renewable energy potential through wind, solar, biomass, small hydro etc. The potential is concentrated in certain parts of India. The wind and solar potential is mainly in the southern and western States viz. Tamil Nadu, Karnataka, Andhra Pradesh, Maharashtra, Gujarat and Rajasthan, however the exercise on mapping of potential is continuing in several other areas in the country.

Technology Potential (MW)

Wind 102,800 (80m hub height)

Small Hydro (up to 25MW) 19,700

Biomass including bagasse cogeneration (including waste to energy) 22,500

Total 50MWp/km2

OPERATIONAL PERFORMANCE

Generation has been reduced by around 54 Lakh units compared to the previous year, because of the poorgrid availability in Tamil Nadu during peak season.

POWERSALE

1. In Tamilnadu, the EB tariff for commercial clients has been increased from Rs. 7 to Rs. 8 per unit. As per terms of our PPA with clients, this will increase our company's revenue by about Rs. 100 Lakhs per year.

2. Similarly in Kamataka, the EB tariff for industrial clients has been increased by 40 paise per unit. This will increase company's revenue by about Rs. 10 Lakhs per year.

REPOWERINGPLAN

The company has invested additional time, money and man power resources for the financial year under review to improve production by repowering, by relating sales to higher tariff segment in order to overcome the challenge of grid drop and financial cost the company there by is hopeful the better performance for the current year. The company is also seriously pursuing the loan reduction and solar expansion option for improving the profitability in future. 5 Das Lagarway WEGs of Nagerkovil located in Tamilnadu site are re-powered / retrofitted. This will increase generation by 10 Lakhs units in FY 15-16 resulting in revenue of about Rs. 27 Lakhs per year. Another 10 WEGs repowering is in progress.

MACHINE EFFICIENCY IMPROVEMENTS

Minor repairs are done in advance in the off peak season to avoid down time in the peak season. Last year Capacitor addition spending about Rs. 30 Lakhs has resulted in reducing the EB charges ofRs.15Lakhs in FY14-15andresultin improving net revenue.

1.92 MW of WEGs in Hanumsagar, Kamataka is expected to be put back in operation. This will increase the revenue by about Rs. 51 Lakhs per year.

FUTURE PLANS

1. 100 MW of Solar project is in the pipeline stage.

2. The Company is planning to improve the WEGs performance and operational efficiency thereby ensuring above 90% machine availability.

3. The Company is also putting in place an automation programme to reduce manual labour and associated costs thereby ensuring better operational control.

4. The company has taken up along with the Indian Wind Power Association the issue of ensuring full power evacuation during the current wind season to avoid loss of generation due to grid back down through forecasting mechanism.

RISKS AND CONCERNS

1. The continued high interest rates and exchange fluctuation is a dampener for looking at new projects due to viability concerns. The grid availability and evacuation issue in Tamil Nadu are not still sorted out which is a case of concern.

2. interest claim for delayed payments from TANGEDCO(Rs. 150 Lakhs Rupees) Has been filed.

3. Suzlon Compensation claim for the loss of generation in units (Claim of Rs. 2300 Lakhs @ 18% Interest rate and Rs. 2000 Lakhs @ 12% Interest rate) Legal action for arbitration has been initiated.

4. Price of CERs has been drastically reduced and the existing unsold CERs units will not result in meaningful revenue due to cost involved in renewal process.

5. Antiquated transmission network

6. Counterparty risk associated with State Discoms

7. Delay in obtaining clearances / approvals

8. Non-compliance of regulatory orders (RPO))

OPPORTUNITIES AND THREATS

Core Expertise: Wide expertise in the operations of wind farms from Pre Concept to Post Commissioning. Experienced employees with willing to do attitude. Proven Track record and Technical Expertise.

Multiple projects capability: Our wind assets comprise of wind turbines of varied size and specification. Wind assets are located across some of the best sites of the country, thereby enabling it to generate higher output.

Regulatory Support: The renewable sector has been primarily driven by supportive government policies be it in the form of tax incentives, capital subsidies, feed-in-tariffs, viability gap funding or renewable energy certificates.

Reduction in Capital expenditure: Rapidly evolving technology has also enabled in reducing the price of renewable energy equipment and has led to greater demand for these resources. Growing Population of obsolete technology and ageing WEGs in high wind areas are increasing the cost per KWH of generation and thus making it unviable to operate.

Large Untapped Potential: The widening gap between demand and supply at present is expected to continue in the future given the growing demand of power by industries and rising population, coupled with the continued shortage situation. The demand visibility makes the business extremely lucrative in the medium as well as long term.

Reasonable Cost of Capital: Government has incentivized towards the renewable energy industry in the form of interest priority sector lending status, subvention (Green bonds), etc., would go a long way in facilitating access of capital at reasonable costs Increasing Competition: Rising popularity and greater familiarity with benefits associated with the sector may encourage others into entering the sector thereby resulting in increased competition which will have an impact on company's revenue.

Disruptive technologies: New technologies are rapidly emerging in the field of renewable energy. The incorporation of new and advanced technologies into products and services are required to remain competitive. Failing which it may negatively affect our business.

Inadequate Grid Evacuation Facility: India's investment in power transmission and distribution has not kept pace with generation. The inadequate inter-regional connections through high voltage transmission lines create difficulties for transferring power from electricity surplus states to those in deficit.

Higher Finance Cost: The industry is faced with higher borrowing cost in absence of any support from the Government or regulatory bodies. Delay in obtaining the requisite approvals leads to cost overruns thereby impacting the financial viability of the project.

Vulnerability to Delays: Given the nature of the business, any lag on the delay on account of environmental factors (forest clearances) can result in cost escalation thereby affecting the viability of the project

NUMBEROF MEETINGS OF BOARD

Your company held 5 Board Meetings during the year ended 31st March 2015. These were on 30th May 2014,11th August 2014,11th November 2014,12th December 2014 and 30th January 2015

DIRECTORS

Mr. Bala V. Kutti is retiring in the forth-coming 20th AGM of the company and being eligible offers himself for re-appointment. Your company is proposing Mr. Niranjan R. Jagtap and Mr. T.S. Raghavan as Independent Directors for the period of five years and the information regarding their appointment and reappointment are provided in the notice convening the 20th AGM of the company. Ms. Girija Shyamsundar was appointed as additional director with effect from 20.7.2015. Due to personal reasons she resigned from the directorship on 5.8.2015. Ms. Alice Chhikara was appointed as additional director with effect from 29th July 2015. She holds office up to 20th AGM of the Company. Your company has received notices from members proposing Mr.T.S. Raghavan, Mr. Niranjan R Jagtap and Ms. Alice Chhikara as Directors of the company and information regarding their appointments are provided in the notice convening the 20th AGM of the Company.

STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTOR UNDER SECTION 149(6)OFCA2013

The Company has obtained declaration from the Independent Directors that they meet the criteria of Independence as provided in section 149 (6) of the Companies Act 2013

DIRECTORS'RESPONSIBILITY STATEMENT

Pursuant to Section 134 (3) (c) and 134 (5) of the Companies Act, 2013, the Board of Directors hereby state that;

1. In the presentation of the Annual accounts, applicable standards have been followed and there are no material departures.

2. The Directors have selected such accounting policies and apply 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 as at 31 st March 2015 and profit for the Company for the year ended 31st March 2015.

3. The Directors have taken proper and sufficient care in the maintenance of adequate accounting records in accordance with the provisions of the Act for safe guarding the assets of the Company and for preventing and detecting fraud and other irregularities.

4. The Directors have prepared the annual accounts on a going concern basis; and

5. The Directors, in the case of listed company, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively 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.

POLICY FOR SELECTION AND APPOINTMENT OF DIRECTORS AND THEIR REMUNERATION

The Nomination and Remuneration (N&R) Committee has adopted a Charter which, inter alia, deals with the manner of selection of Board of Directors and CEO & Managing Director and their remuneration. This policy is accordingly derived from the said charter.

1. Criteria of Selection of Non-Executive Directors

a. The Non-Executive Directors shall be of high integrity with relevant expertise and experience so as to have a diverse Board with Directors having expertise in the fields of manufacturing, marketing, finance, taxation, law, governance and general management.

b. In case of appointment of Independent Directors, the N&R Committee shall satisfy itself with regard to the independent nature of the Directors vis-a-vis the Company so as to enable the Board to discharge its function and duties effectively.

c. The N&R Committee shall ensure that the candidate identified for appointment as a Director is not disqualified for appointment under Section 164 of the Companies Act, 2013.

d. The N&R Committee shall consider the following attributes / criteria, whilst recommending to the Board the candidature for appointment as Director.

i. Qualification, expertise and experience of the Directors in their respective fields.

ii. Personal, Professional or business standing:

iii. Diversity of the Board.

e. In case of re-appointment of Non-Executive Directors, the Board shall take into consideration the performance evaluation of the Director and his engagement level.

2. Remuneration:

The Non-Executive Directors shall be entitled to receive remuneration by way of sitting fees, reimbursement of expenses for participation in the Board / Committee meetings.

i. A Non-Executive Director shall be entitled to receive sitting fees for each meeting of the Board or Committee of the Board attended by him, of such sum as may be approved by the Board of Directors within the overall limits prescribed under the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel Rules, 2014).

ii. The Independent Directors of the Company shall not be entitled to participate in the Stock Option Scheme of the Company, if any, introduced by the Company.

3. CEO, Managing Director/Whole Time Director Criteria for selection/appointment For the purpose of selection of the CEO, Managing Director / Whole Time Director, the N&R Committee shall identify persons of integrity who possess relevant expertise, experience and leadership qualities required for the position and shall take into consideration recommendation, if any, received from any member of the Board.

The Committee will also ensure that the incumbent fulfills such other criteria with regard to age and other qualifications as laid down under the Companies Act, 2013 or other applicable laws.

Remuneration for the CEO, Managing Director/Whole Time Director

i. At the time of appointment or re-appointment, the CEO, Managing Director / Whole Time Director, shall be paid such remuneration as may be mutually agreed between the Companies (which includes the N&R Committee and the Board of Directors) and the CEO, Managing Director / Whole Time Director, within the overall limits prescribed under the Companies Act, 2013.

ii. The remuneration shall be subject to the approval of the Members of the Company in General Meeting.

iii. The remuneration of the CEO, Managing Director / Whole Time Director, component comprises salary allowances, perquisites, amenities and retrial benefits.

Remuneration Policy for the Senior Management Employees

1. In determining the remuneration of the Senior Management Employees (i.e. KMPs and Executive Committee Members)the N&R Committee shall ensure/consider the following:

i. The relationship of remuneration and performance benchmark is clear;

ii. The remuneration component comprising salaries, perquisites and retirement benefits;

iii. The remuneration including annual increment is decided based on the criticality of the roles and responsibilities, the Company's performance vis-a-vis the annual budget achievement.

iv. N&R Committee will carry out the individual performance review based on the standard appraisal matrix and shall take into account the appraisal score card and other factors, whilst recommending the annual increment.

AUDIT COMMITTEE

A qualified and independent Audit Committee of the Board ofthecompanyisfunctioning.lt monitors and supervises the Management's financial reporting process with a view to ensure accurate and proper disclosure, transparency and quality of financial reporting. The committee reviews the financial and risk management policies and also the adequacy of internal control systems and holds discussions with Statutory Auditors and Internal Auditors. This is enhancing the credibility of the financial disclosures of the company and also provides transparency.

The company continued to drive immense benefit from the deliberation of the Audit Committee comprising of three Directors, Mr. T.S. Raghavan, Mr. Niranjan R. Jagtap and Mr. K.S. Ravindranath who are highly experienced and having knowledge in project finance, accounts and company law. Mr. T.S. Raghavan is the Chairman of the Audit Committee. The Company Secretary acts as the Secretary of the Audit Committee. The details regarding the number of Audit Committee meeting convened during the year under review and the attendance details of the members are mentioned in the Corporate Governance Report. There is no incident where the Board had not accepted any recommendation of the Audit Committee during the year under review.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION. PROHIBITION AND REPRESSAL) ACT 2013

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

The following is a summary of sexual harassment complaints received and disposed of during the year2014-2015.

No. of complaints received during the year : Nil

No. of Complaints disposed of during the year : Nil

PREVENTION OF INSIDERTRADING:

The Company has adopted a Code of Conduct as per the Guidelines issued by the Securities and Exchange Board of India for Prevention of Insider trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed.

The Board of Directors and the designated employees have confirmed compliance with the Code.

THE RATIO OF THE REMUNERATION OF EACH DIRECTORS TO THE MEDIAN REMUNERATION OF THE EMPLOYEES OF THE COMPANY FOR THE FINANCIAL YEAR 2014-15ARE GIVEN BELOW

Name of the Directors Ratio to Median Employee's remunerate

Mr. Bala V.Kutti-Chairman 0.54

Mr. Niranjan R. Jagtap Independent Director 0.72

Mr. T.S. Raghavan Independent Director 0.81

Mr. K.S.Ravindranath-Whole Time Director 13.04

THE PERCENTAGE INCREASE IN REMUNERATION OF DIRECTORS. KMP AND MEDIAN EMPLOYEE FOR THE FINANCIAL YEAR 2014-15

There is no increase in remuneration to the Directors, KMP and median employee during the financial year2014-15

DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONNEL WHO WERE APPOINTED OR HAVE RESIGNED DURING THE YEAR

Nomination of Exim Bank Director Mr. K.Ajitkumar, was withdrawn by the Bank with effect from 28th November 2014 and Ms. Alice Chhikara was appointed as additional Director as on 29th July 2015. There is no new appointment or resignation of KMP of the Company during the under review.

PARTICULARS OF LOANS. GUARANTEE OR INVESTMENTS:

The loan was provided to Indus Finance Ltd and its outstanding as on 31.3.2015 is Rs. 16.51 Crores. No Guarantee is outstanding as on 31.3.2015 nor provided by the Company during the year under review. With respect to investments details are provided under note No. 10 of notes on accounts under non-current investments.

BUSINESS RISK MANAGEMENT:

The Company has developed a Risk Management Policy by identifying the elements of risk which are mentioned below. The risk management approach at various levels inclining documentation and reporting seeks to create transparency, minimize adverse impact on the business objectives and enhance the company's competitive advantage.

Project Risks:

It is a high capital intensive in nature and therefore could be exposure to time and cost overruns. To mitigate these risks, the project management team, and the project accounting and governance frame work has been further strengthened.

Competition risks:

The industry is becoming intensely competitive with the foray of new entrants. To mitigate this risk, the Company is leveraging on its expertise, experience and its created capacities to increase market share, enhance brand visibility. It would also leverage its infrastructure and commercial team to offer value to its customers.

Occupational Health and Safety Risks:

Safety of the employees and workers is of utmost importance to the company. To reinforce the safety culture in the company, it has identified Occupational Health &Safety as one of its focus areas. Various training programs have been conducted and OH&S Competencies are integrated in to job descriptions of all Top Management and Safety Professionals.

BOARD EVALUATION:

Pursuant to the provisions of the companies Act 2013, and Clause 49 of the Listing Agreement, the Board has carried out an annual performance evaluation of its own performance the directors individually as well as the evaluation of the of its Audit, nomination and remuneration and compliance committees. The manner in which the valuation has been carried out has been explained in the Corporate Governance report.

DEPOSITS:

During the year under review the company has not accepted any deposits from the public with in the ambit of section 73 of the companies Act, 2013 and The companies (Acceptance of Deposits)Rules,2014.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE HON'BLE HIGH COURTOF MADRAS

To our Application filed before the Hon'ble High Court of Madras in the matter against Suzlon Infrastructure Services Ltd, (Now merged with holding Company M/s. Suzlon Energy Ltd) for appointment of Arbitrator in respect of the claim against them for loss of guaranteed generation, the Hon'ble High Court of Madras on 27th February 2015 has ordered appointment of Hon'ble Justice (Retd.) High Court of Madras, Mr. K.Chandru, as the Sole Arbitrator and pass an award as expeditiously as possible, preferably within a period of six months from the date of receipt of the Order.

WHISTLE BLOWER POLICY

The Company has a whistle blower policy to deal with instance of fraud and mismanagement if an any. The detail of the policy is explained in the Corporate Governance Report and posted on the website of the company

FINANCIAL STATEMENTS OF THE SUBSIDIARY COMPANY INDOWIND POWER PVT. LTD. (1PJPU

IPPL has substantially contributed to the turnover of your company for the year under review. The Authorized Capital of the Company is Rs. 1,50,00,000/- comprises of 15,00,000 equity shares of Rs. 10/- each. The issued and Paid up capital of the company comprises of 11,36,960 equity shares of Rs. 10/- each amounting to INR.11,369,600 in which Indowind Energy Ltd holds 8,36,560 equity shares of Rs. 10/-each consisting of 73.58% of the total paid up capital.

FINANCIAL HIGHLIGHTS AND PERFORMANCE

INR In Million

PARTICULARS 2014-15 2013-14

Total Income 10.58 14.19

Total Expenses 10.48 14.05

Profit before Tax 0.10 0.14

Tax 0.03 0.04

Profit After Tax 0.07 0.10

INDUSTRIAL RELATIONS AND PARTICULARS OF EMPLOYEES

As of 31 st March 2015, Your Company has 78 employees on its rolls at different locations including Senior Management Personnel, Engineers, Technicians and Trainees. The employees will be inducted in to permanent services of the Company after training; to fill up vacancies as when arises. Your company has not issued any shares under Employees' Stock option Scheme during the year under review.

VARIATIONS IN THE MARKET CAPITALISATION OF THE COMPANY. PRICE EARNINGS RATIO AS AT THE CLOSING DATE OF THE CURRENT FINANCIAL YEAR AND PREVIOUS FINANCIAL YEAR:

Particulars March 31,2015 March 31,2014 % Change

Market Capitalization (Rs.) 38,40,93,560/- 31,31,97,786/- 22.63

Price earnings ratio 214 349 (38.68)

PERCENTAGE OF INCREASE OR DECREASE IN THE MARKET QUOTATION OF THE SHARES IN COMPARISON TO THE RATE AT WHICH THE COMPANY CAME OUT WITH THE LAST PUBLIC OFFER:

Price of Public offer Rs. 65, Market Price as on 31.3.2015 - Rs. 4.28, difference (Rs.60.72) (93.41 %)

THE KEY PARAMETERS FOR ANY VARIABLE COMPONENT OF REMUNERATION AVAILED BYTHE DIRECTORS:

None.

THE RATIO OF THE REMUNERATION OF THE HIGHEST PAID DIRECTOR TO THAT OF THE EMPLOYEES WHO ARE NOT DIRECTORS BUT RECEIVE REMUNERATION IN EXCESS OF THE HIGHEST PAID DIRECTOR DURING THE YEAR:

None.

LIST OF EMPLOYEES WHO ARE IN RECEIPT OF REMUNERATION MORE THAN THE STIPULATED AMOUNT MENTIONED UNDER RULE 5 (2) OF COMPANIES (APPOINTMENT AND REMUNERATION) RULES 2014

None.

AFFIRMATION THAT THE REMUNERATION IS AS PER THE REMUNERATION POLICY OF THE COMPANY:

The Company affirms remuneration is as per the remuneration policy of the Company.

CORPORATE GOVERNANCE

Your Company has complied with the requirements regarding Corporate Governance as required under revised clause 49 of the Listing agreement entered in with the Stock exchanges where the Company's shares are listed. A Report on the Corporate Governance in this regard is made as a part of this Annual Report and a certificate from the Auditors of Your Company regarding compliance of the conditions of the Corporate Governance is attached to this report.

LISTING OF EQUITYSHARES

Your Company's equity shares are continued to be listed on the Bombay Stock Exchange Ltd, Mumbai and National Stock Exchange of India Ltd., Mumbai, FCCBs are listed at Singapore Exchange Securities Trading Ltd., (SGXST), GDRs are listed at Luxembourg Stock Exchange at Luxembourg during the year under review.

AUDITORS

M/s.V.Ramaratnam & Co. retire at the conclusion of this Annual General Meeting and are eligible for reappointment.

EXTRACT OF ANNUAL RETURN

As provided in Sec 92 (3) of the Act the extract of annual return is given in Annexure (1) of this report in the format Form MGT 9, which forms part of this report.

TRANSACTIONS WITH RELATED PARTIES

Detailed information is provided with respect to the list of related parties under note No. 27.7.aofthe notes on accounts and with respect to transactions with related parties are given in detailed under note No. 27.7.b of the notes on accounts in the format Form AOC-2, which forms part of this report in Annexure (2).

SECRETARIAL AUDIT

Mr. R Kannan PCS is the secretarial auditor of the company for the year under review and his report is attached with this in the format Form MR-3, which forms part of this report in Annexure (3).

ADEQUACY OF INTERNAL CONTROL

Your Company has effective and adequate internal control systems in combination with delegation of powers. The control system is also supported by internal audits and management reviews with documented policies and procedures.

M/s. S. Vasudevan & Associates are the Internal Auditors to continuously monitor and strengthen the financial control procedures in line with the growth operations of the Company.

PARTICULARES REQUIRED UNDER SECTION 134 OF THE COMPANIES ACT. 2013 AND ITS COMPANIES (ACCOUNTS) RULES 2014

The particulars required to be given in terms of section 134 of the Companies Act, 2013 and its Companies (Accounts) Rules, 2014, regarding conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Foreign Exchange outgo are not applicable to Your Company.

ACKNOWLEDGEMENT

The Directors wish to place on record their sincere thanks and gratitude to all its Bond holders, Share holders, Bankers, State Governments, Central Government and its agencies, statutory bodies, suppliers, and customers, for their continued co-operation and excellent support extended to the Company from time to time.

Your Directors place on record their utmost appreciation for the sincere and devoted services rendered by the employees at all levels.

For and on behalf of

BOARD OF DIRECTORS OF

INDOWIND ENERGY LIMITED

Place: Chennai - 600 034 BalaV.Kutti

Date : 5th August 2015. Chairman


Mar 31, 2014

The Members

The Directors are pleased to present this 19th Annual Report of the Company together with the Audited Accounts for the year ended 31st March 2014.

FINANCIAL HIGHLIGHTS AND PERFORMANCE

Rs.. In Million

PARTICULARS 2013-14 2012-13

Total Income 239.41 243.89

Total Expenses 94.24 91.59

EBITDA 145.17 152.30

Interest 47.17 39.17

Depreciation 95.03 80.64

Tax Provision 2.01 0.23

Profit After Tax 0.96 32.26

During the year under review, your Company''s total income achieved is good, considering that the income achieved is, after taking into account the additional transmission charges of Rs.. 23.20 Million levied by TANGEDCO during the year and also due to estimated generation loss of approx. Rs.. 26.65 Million due to TANGEDCO load shedding and backing down the grid during peak wind season. Your Company could successfully absorb the interest charges on part of term loan released by Exim Bankfrom operations and also could absorb the additional burden of around 40% on interest charges due to weakening of Rs.. All these factors affected the net profit of the company during the year. We are hopeful that the Government of Tamil Nadu will improve the grid network which will enable the Company to achieve better top line revenue in the current year and though your Company is not in a position to provide Dividend this year, it is confident of declaring dividend in future, once grid availability network in Tamil Nadu improves and full shifting of power sales to private customers is completed.

OPERATIONS AND PERFORMANCE

Your company''s existing wind farms are running satisfactorily, though at a reduced PLF due to poor grid availability in Tamil Nadu during peak season. The newly added 2 MW wind farm has started contributing for the energy production. Your company also added a 0.25 MW capacity in Tamil Nadu during the year and completed 2 MW repowering in Tamil Nadu. Your company also completed the transmission line works for 1.92 MW capacity wind farm in Hanumasagar, Kamataka from 11 KV to 66 KV line as per the KPTCL directions. Your company''s power sale division achieved an increase in the gross billing rate by Rs.. 0.175 compared to previous year and net realization increased by Rs.. 0.661 per unit, in view of recovery of some of the charges levied by TANGEDCO from the clients. Further, your company''s balance planned expansion programme got delayed due to non- availability of sanctioned limits and adverse economic conditions. As the power tariffs have improved, your Company is pursuing the matter with the bank for early disbursement to help theCompany to complete the expansion which will improve the revenue, realization per unit and the bottom line forthe benefit of the shareholders in future.

FUTURE PLANS AND PROSPECTS

Your Company has planned to improve the WEGs performance and operational efficiency thereby ensuring above 90% machine availability. The Company is also putting in place an automation programme to reduce manual labour and associated costs thereby ensuring better operational control. Your Company has also identified 3 MW in Tamil Nadu for repowering and commenced repowering for improving energy production in future. The Company expects resumption of generation from its Hanumasagar wind farm, which was stopped for the past 2 years due to KPTCL changing over its transmission line from 11 KVto66KV.

It is heartening to note that the Karnataka ERC has announced increase in consumer tariff which is expected to increase the third party power sale tariff.

Your Company has taken up along with the Indian Wind Power Association the issue of ensuring full evacuation during the current wind season to avoid loss of generation due to grid back down through legal measures.

RISKS AND CONCERNS

The continued high interest rates and exchange fluctuation is a dampener for looking at new projects due to viability concerns. The grid availability and evacuation issue in Tamil Nadu is still not sorted out which is a cause of concern.

OPPORTUNITIES AND THREATS

The higher tariffs available in states like Maharashtra and Karnataka along with the GBI (generation based incentive) for new projects is an opportunity to execute new projects in these states. The setting up of the National Green Energy Fund corpus for funding Renewable Energy Projects by way of reduced interest rates through IREDAto commercial bank is an opportunity for considering new projects by your Company.

Growing Population of old and obsolete technology WEGs in high wind areas is increasing the cost per KWH of generation making it unviable to operate. The lack of long term wind energy policy in the Centre and State level is a threat to the industry.

With reference to the observations of the Auditors in their Independent Auditors'' Report in respect of "Basis for Qualified Opinion", your Directors wish to state that due to cost escalations, non-release of entire sanctioned loan amount, your company is unable to execute the projects in time by mobilizing the balance fund requirements. However, your Company is negotiating with the banks as well as with the suppliers severally, to resolve the matter at the earliest.

STATUS OF FCCB

Your Company has redeemed USD 8.5 Mn. FCCB during the previous year which has been informed in the Annual Report 2012-13. Your Directors are pleased to inform you that, the Company has further redeemed FCCB amounting to USD 6.5 Mn during the year under review. Thus, USD 15 Mn. FCCB

Bonds were redeemed. The Company has expressed its willingness to convert the balance USD 15 Mn. in to shares as per the terms and conveyed the Trustee (BNY) to take initiative for the same. In respect of the petition filed by BNY against the company, the Hon''ble Judge, who reserved the orders, has departed the matter and fresh hearing is expected.

DEPOSITS

During the year, the Company has not accepted any deposits with in the meaning of the provisions of Section 73of the CompaniesAct 2013.

INDUSTRIAL RELATIONS AND PARTICULARS OF EMPLOYEES

As of 31st March 2014, Your Company has 61 employees on its rolls at different locations including Senior Management Personnel, Engineers, Technicians and Trainees. The trainees will be inducted in to permanent services of the Company after completion of training period; to fill up vacancies as when arises. Your Company has not issued any shares under Employees'' Stock option Scheme during the year under review.

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements, drawn up in accordance with the applicable Accounting Sandards, form part of the Annual Report.

The financial information relating to the Subsidiary Company in the aggregate has been disclosed in the consolidated financial statements, as required. Further,

The annual accounts of the Subsidiary Company have been posted by your Company onitswebsitewww.indowind.com

Annual accounts of the Subsidiary Company and related detailed information will be available for inspection by the members, at the registered office of the Company and will also be made available to the members upon request.

SUBSIDIARY

Indowind Power Private Limited (IPPL)

The subsidiary company has substantially contributed to the turnover of your Company for the year under review. The Authorised Capital of the Company is Rs.. 1,50,00,000/- comprises of 15,00,000 equity shares of Rs.. 10/- each. The issued and Paid up capital of the Company comprises of 11,36,760 equity shares of Rs.. 10/-each amounting toRs.. 1,13,67,600 in which Indowind Energy Ltd holds 8,36,560 equity shares of Rs.. 10/- each amounting to 73.59% ofthe total paid up capital.

DIRECTORS

Mr. Bala V. Kutti retires by rotation and being eligible offers himself for re-appointment.

DIRECTORS''RESPONSIBILITYSTATEMENT

Pursuant to provisions under section 134(5) of the Companies Act, 2013, the Board of Directors hereby state that;

1. In the presentation of the Annual accounts, applicable standards have been followed and there are no material departures.

2. The Directors have selected such accounting policies and apply 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 as at 31st March 2014 and profit for the Companyfortheyearended31s,March2014.

3. The Directors have taken proper and sufficient care in the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

4. The Directors have prepared the annual accounts on a going concern basis.

5. The Directors, have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

6. The Directors have devised proper systems to ensure complaints with the provisions of all applicable laws and that such system were adequate and operating effectively.

CORPORATE GOVERNANCE

Your Company has complied with the requirements regarding Corporate Governance as required under revised clause 49 of the Listing agreement entered in with the Stock exchanges where the Company''s shares are listed. A Report on the Corporate Governance in this regard is made as a part of this Annual Report and a certificate from the Auditors of Your Company regarding compliance of the conditions of the Corporate Governance is attached to this report.

LISTING OF EQUITY SHARES

Your Company''s equity shares are continued to be listed on the Bombay Stock Exchange Ltd, Mumbai and National Stock Exchange of India Ltd., Mumbai, FCCBs are listed at Singapore Exchange Securities Trading Ltd., (SGXST), GDRs are listed at Luxembourg Stock Exchange at Luxembourg during the year under review.

AUDITORS

M/s.V.Ramaratnam & Co. are retiring at the conclusion of this Annual General Meeting and are eligible for reappointment.

ADEQUACY OF INTERNAL CONTROL

Your Company has effective and adequate internal control systems in combination with delegation of powers. The control system is also supported by internal audits and management reviews with documented policies and procedures.

M/s. S. Vasudevan & Associates are the Internal Auditors to continuously monitor and strengthen the financial control procedures in line with the growth in operations of the Company.

PARTICULARS REQUIRED UNDER SECTION 134 OF THE COMPANIES ACT. 2013 AND ITS COMPANIES (ACCOUNTS) RULES 2014

The particulars required to be given in terms of section 134 of the Companies Act, 2013 and its Companies (Accounts) Rules 2014 regarding conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Foreign Exchange outgo are not applicable to Your Company.

ACKNOWLEDGMENT

The Directors wish to place on record their sincere thanks and gratitude to all its Share holders, Bond holders, Bankers, State Governments, Central Government and its agencies, statutory bodies, suppliers, and customers, for their continued co-operation and excellent support extended totheCompanyfromtimetotime.

Your Directors place on record their utmost appreciation for the sincere and devoted services rendered by the employees at all levels.

For and on behalf of BOARD OF DIRECTORS OF

INDOWIND ENERGY LIMITED

Place: Chennai - 600 034 BalaV.Kutti

Date : 30th May 2014. Chairman


Mar 31, 2013

To The Members

The Directors are pleased to present this 18th Annual Report of the Company together with the Audited Accounts for the year ended 31st March 2013.

FINANCIAL HIGHLIGHTS

(Rs. in Lacs)

PARTICULARS 2012-13 2011-12

Income from operations 2194.15 2903.07

Other income 244.76 308.66

Depreciation and amortization expenses 806.40 817.75

Total expenses 2114.00 2846.81

Net Profit for the Year 322.59 410.16

THE PERFORMANCE

The company has earned its income from operation of Rs.2194.15 lacs for the period under review against Rs.2903.07 lacs for the previous year. The reduction in income was due to reduction in project sales during the year under review. Your company has achieved a net profit of Rs. 322.59 lacs against Rs.410.16 lacs of previous year. Your company has earned its other income amounting to Rs 244.76 lacs against Rs.308.66 lacs of previous year. The depreciation expenses for the period under review are Rs.806.40 lacs against the previous year depreciation expenses of Rs. 817.75 lacs. Similarly your company has its total expenses for the period under review amounting to Rs.2114.00 lacs, which is less by 26% than that of previous year total expenses which was Rs.2846.81 lacs. Since the profit earned for the year under review is inadequate and further, since your company is required to undertake its balance redemption obligation in respect of FCCB as per restructured terms, your directors are not in a position to recommend any dividend for the year under review.

With reference to the observations of Auditors in their independent audit report in respect of "Emphasis of Matter" and "Basis for Qualified opinion", information provided in Note N0.18&27.1 respectively under Notes on accounts are self-explanatory.

Similarly their observations in respect of "Report on other Legal and Regulatory Requirements", Your Directors wish to state that the Company has been accounting the carbon income on accrual basis as unbilled revenue. Based on events happened during the year, the irrecoverable amount has been written off as prior period items

FUTURE PLANS AND PROSPECTS

Your Company after successfully consolidating its operations by shifting the major portion of the power sale to Group Captive Customers has started realizing higher power purchase price per unit. The Company has currently increased its total operating capacity from 38 MW to 45. MW which is mainly due to the funding of EXIM Bank, and expects to increase the power sale revenue by around 30% in the current year. Your company expects the grid evacuation to improve and will also enhance the actual realized PLF. Your company is expecting another 42233 No. of CERs to be issued in the 18 MW project shortly. Your company has currently started re-powering some of its old machines to make them yield, higher PLF which is expected to bearfruit in the current season

RISKS AND CONCERNS

The high interest rate in the banking system and rupee depreciation and volatility continues to affect per MW CAPEX. The rupee depreciation has drastically affected the expansion plans to import WEGs as the CAPEX on such imported WEGs funded by dollar denominated loan will increase by 20 to 35% making the project unviable. At this juncture, raising ECB funds, Foreign Currency loan is considered highly risky. The grid availability and evacuation issue in Tamil Nadu continues to be a concern. Your Company has realized 64,702 No. of CERs from its registered projects from UNFCCC which are not yet sold in the market due to the low price of CERs currently prevailing.

OPPORTUNITIES AND THREATS

The increased operating capacity and re-powering of old machines coupled with higher realization per unit is expected to improve the bottom line for your company. The continuous low price of CERs in the market makes it unviable to sell the CERs to realize carbon income.

STATUS OF FCCB

You are aware that the company has raised 30Mn USD in the year 2007 by issuing FCCB which carried interest rate of 2.5% pa. The Trustee (Bankof New York, Mellon) on the instruction of a bond holder filed a winding up petition against the company before the Hon"ble High Court of Madras alleging occurrence of default. Your company has denied the same among other grounds that the bonds have been restructured in June 2009. As per the restructured terms, these bonds carry zero interest and to be redeemed in December 2012 by paying 50% in cash and the balance 50% by mandatory conversion in to shares at the price prescribed under restructured terms. The Hon"ble High Court has heard the arguments from both the sides and reserved their orders in July 2012. Orders are yet to be pronounced. In the mean while the company has redeemed 8.5Mn USD bonds.

DEPOSITS

During the year, the Company has not accepted any deposits with in the meaning of the provisions ofSec.58AoftheCompaniesAct1956.

INDUSTRIAL RELATIONS AND PARTICULARS OF EMPLOYEES

As of 31st March 2013, Your Company has 56 employees on its rolls at different locations including Senior Management Personnel, Engineers, Technicians and Trainees. Any new employees will be inducted in to permanent services of the Company after training, to fill up vacancies as when arises. Your company has not issued any shares under Employees'' Stock option Scheme during the year under review.

The Company does not have any employee drawing salary in excess of the amount stipulated u/s 217 (2A) of the Companies Act, 1956.

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements, drawn up in accordance with the applicable Accounting Standards, form part of the Annual Report.

In accordance with the general exemption granted by the Central Government under Section 212(8) of the Companies Act, 1956 in February 2011, the Balance Sheet, Profit and Loss Statement, Report of the Board of Directors and Report of the Auditors of the Subsidiary Company, is not attached to the Balance Sheet of your Company. The financial information relating to the Subsidiary Company in the aggregate has been disclosed in the consolidated financial statements, as required. Further,

The annual accounts of the Subsidiary Company have been posted by your Company onitswebsitewww.indowind.com

Annual accounts of the Subsidiary Company and related detailed information will be available for inspection by the members, at the registered office of the Company and will also be made available to the members upon request.

SUBSIDIARY

Indowind Power Private Limited (IPPL)

Indowind Power Private Limited (IPPL) has earned a Power income of Rs. 143.47 lacs for the period under review against Rs. 49.18 lacs of previous year and posted a net profit of Rs. 2.70 lacs during the period under review against Rs 0.31 lacs of previous year. The sundry debtors amounting to Rs.69.27 lacs for the year under review are Group Captive Consumers. The Authorised Capital of the Company is Rs. 1,10,00,000/- comprises of 11,00,000 equity shares of Rs. 10/- each. The issued and Paid up capital of the company comprises of 10,21,660 equity shares of Rs. 10/- each amounting to Rs. 1,02,16,600 in which Indowind Energy Ltd holds 7,31,660 equity shares of Rs. 10/-each amounting to 71.61% of the total paid up capital

DIRECTORS

Mr. Niranjan R. Jagtap retires by rotation and being eligible offers himself for re-appointment.

DIRECTORS''RESPONSIBILITYSTATEMENT

Pursuant to clause 2(AA) of Section 217 of the Companies Act, 1956, the Board of Directors hereby state that;

1. In the presentation of the Annual accounts, applicable standards have been followed and there are no material departures.

2. The Directors have selected such accounting policies and apply 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 as at 31st March 2013 and profit for the Company for the yearended31s,March2013.

3. The Directors have taken proper and sufficient care in the maintenance of adequate accounting records in accordance with the provisions of the Act for safe guarding the assets of the Company and for preventing and detecting fraud and other irregularities.

4. The Directors have prepared the annual accounts on a going concern basis.

CORPORATE GOVERNANCE

Your Company has complied with the requirements regarding Corporate Governance as required under revised clause 49 of the Listing agreement entered in with the Stock exchanges where the Company''s shares are listed. A Report on the Corporate Governance in this regard is made as a part of this Annual Report and a certificate from the Auditors of Your Company regarding compliance of the conditions of the Corporate Governance is attached to this report.

LISTING OF EQUITYSHARES

Your Company''s equity shares are continued to be listed on the Bombay Stock Exchange Ltd, Mumbai and National Stock Exchange of India Ltd., Mumbai, FCCBs are listed at Singapore Exchange Ltd., (SGX), GDRs are listed at Luxembourg Stock Exchange at Luxembourg during the year under review.

AUDITORS

M/s.V.Ramaratnam & Co. retire at the conclusion of this Annual General Meeting and are eligible for reappointment.

ADEQUACY OF INTERNAL CONTROL

Your Company has effective and adequate internal control systems in combination with delegation of powers. The control system is also supported by internal audits and management reviews with documented policies and procedures.

M/s. S. Vasudevan & Associates are the Internal Auditors to continuously monitor and strengthen the financial control procedures in line with the growth operations of the Company.

PARTICULARS REQUIRED UNPERSECTION217MHe)OFTHECOMPANIESACT.1956

The particulars required to be given in terms of section 217 (1) (e) of the Companies Act, 1956 regarding conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Foreign Exchange outgo are not applicable to Your Company.

ACKNOWLEDGEMENT

The Directors wish to place on record their sincere thanks and gratitude to all its Bond holders, Share holders, Bankers, State Governments, Central Government and its agencies, statutory bodies, suppliers, and customers, for their continued co-operation and excellent support extended totheCompanyfromtimetotime.

Your Directors place on record their utmost appreciation for the sincere and devoted services rendered by the employees at all levels.



For and on behalf of

BOARD OF DIRECTORS OF

INDOWIND ENERGY LIMTIED



Place: Chennai-34 Bala V.Kutti

Date: 10th August 2013. Chairman


Mar 31, 2012

The Directors have great pleasure in presenting this 17th Annual Report of the Company together with theaudited accounts for the year ended 31st March 2012.

FINANCIAL HIGHLIGHTS

(Rs. in Lacs)

PARTICULARS 2011-12 2010-11

Income from operations 2903.07 4772.61

Other income 308.66 262.75

Depreciation and amortization expenses 817.75 582.32

Total expenses 2846.81 4609.53

Profit for the Year 410.16 396.03

THE PERFORMANCE

Your Company has earned its income from operations for the period under review Rs. 2903.07 Lacs as against Rs. 4772.61 Lacs forthe previous year. The reduction in income was due to reduction in project sale during the period under review. However your company has improved its income from power sale than that of its previous year. Similarly your company has improved its performance in other income amounting to Rs.308.66 Lacs when compared to that of previous year amounting to Rs. 262.75 Lacs. The depreciation expenses have increased during the period under review Your company has controlled its total expenses by 50% from Rs. 4609.53 Lacs of previous yearto Rs. 2846.81 Lacs forthe period under review. Your company has achieved a net profit of Rs. 410.16 Lacs for the period under review against Rs. 396.03 Lacs of previous year. Since your company is required to undertake its redemption obligations, as per the restructured terms of FCCB in December 2012, your Directors are not in a position to recommend any dividend for the year under review.

FUTURE PLANS AND PROSPECTS

Your company has consolidated its operations during 2011-12 and also has successfully shifted a sizeable portion of power sale from Government utility to commercial customers and has effectively realized higher power price per unit than previous years In the current year, your company is expected to complete shifting of the balance sale of powerfrom Govt, utility to commercial customers

Your company is currently pursuing the 28 MW capacity wind projects which is expected to be completed in the current year. The new project viability has been severely affected due to the sharp price of dollar against rupee which needs to be taken into account in our proposed projects. The introduction of REC has opened up the new opportunity for realizing higher revenue in the new projects to be established. Your company has successfully registered the 18 MW project under the Clean Development Mechanism with UNFCCC and is now eligible to get CERs for this project also. CER revenues are expected to flow from 2012-13 but the market prices of CERs have also come down drastically which will impact the expected revenue realization from CERs.

RISKS AND CONCERNS

A payment delay from SEBs are continuing in Tamilnadu and is expected to be sorted out by the end of the year which is still a cause for concern as this affects the project viability & also puts strain on the IPPs to meet their debt obligations to banks and FIs. The interest rates also continues to be higher thereby affecting the project viability. In order to address the above two risks, your company is exploring the option of ECB funding and selling of power through Group Captive scheme or under REC mechanism for our future projects. The grid availability and evacuation continues to be a constraint which affects the generation and the revenue from the existing projects.

The recent decision by the Govt, of India to remove the Accelerated Depreciation benefit for the wind mill industry has reduced the interest in non-core IPPS to establish new projects which is already visible in the reduction of new capacity additions. The proposed extension of Generation Based Incentive & REC mechanism is expected to act as an alternative stimulus to the Windmill industry.

OPPORTUNITY AND THREAT

The one year trading data of REC Certificate in the Indian exchanges shows realization of around Rs.2.50 per unit initially & is now reduced to Rs.2 per unit. This additional revenue stream provides an opportunity for higher revenue realization ensuing new project viabilities. The reduction in CER prices in the international market and its negative trend does not augur well for the projects which have been registered under the Clean Development Mechanism as the CER revenues do not even compensate for the registration expenses.

Govt, of India has initiated policy discussions for establishing off-shore wind farms across the Indian coast lines. This is expected to open up huge space for IPPs with large sized projects being established on the ocean beds. Your company expects to be part of this initiative to look at establishing offshore wind farms.

FORFEITURE OF SHARE WARRANTS AND EMPLOYEES" STOCK OPTION SCHEME

The Company has issued 40 Lacs share warrants to Subuthi Investments Pvt. Ltd., out of which 20 Lacs share warrants were converted in to equity shares as the Company has received the consideration amount in full and for further the balance of 20 Lacs shares warrants, the balance consideration amount was not received and there fore this share warrants were forfeited. As regards Employees' Stock Option Scheme Your Company has not issued any shares so far under this scheme.

STATUS OF FCCB

You are aware that the Company has raised 30 Mn. USD in December 2007 by issue of FCCB which carries interest @ 2.5 % p.a. The trustee (bank of New york Mellon) on the instruction of a bond holder has filed a winding up petition against the company before the Hon'ble High Court, Madras alleging occurrence of events of default. Your company has denied the same among other grounds that the bonds have been restructured in June 2009. As per the restructured terms, these bonds carry zero interest and to be redeemed in December, 2012 by paying 50% in cash and the balance 50% by mandatory conversion in to shares at the price prescribed under restructured terms. Since the matter is subjudice we refrain from touching the merits of the matter. The Hon'ble High Court has heard the arguments of both sides. The judgments stands reserved.

MEMORANDUM OF COMPROMISE WITH ICICI BANK

Pursuant to the Memorandum of Compromise entered in to with ICICI Bank Ltd., all the pending cases filed by the Company and against the Company were withdrawn by both the parties.

POSTAL BALLOT

The Company has obtained the approval of the share holders by means of special resolution through Postal Ballot during the year in respect of withdrawal and cancellation resolutions passed earlier the details of which is mention in corporate Governance Report.

STATUS OF GDR (GLOBAL DEPOSITORY RECEIPTS)

Your Company has raised Rs.81.58 crores by issuing 20,00,000 "GDRs" comprising of 4,00,00,000 equity shares of Rs. 10/- each. These GDRs are listed on the Luxembourg Stock Exchange. All GDRs were converted into equity shares of the company by the investors and there is no outstanding GDRs as of date.

DEPOSITS

During the year, the Company has not accepted any deposits with in the meaning of the provisions of Sec.58A(rfthe Companies AdM 956.

INDUSTRIAL RELATIONS AND PARTICULARS OF EMPLOYEES

As of 31st March 2012, Your Company has 59 employees on its rolls. The employees will be inducted in to permanent services of the Company after training; to fill up vacancies as when arises.

The Company does not have any employee drawing salary in excess of the amount stipulated u/s 217 (2A) of the Companies Act, 1956

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements, drawn up in accordance with the applicable Accounting Standards, form part of the Annual Report.

In accordance with the general exemption granted by the Central Government under Section 212(8) of the Companies Act, 1956 in February 2011, the Balance Sheet, Profit and Loss Statement, Report of the Board of Directors and Report of the Auditors of the Subsidiary Company, is not attached to the Balance Sheet of your Company. The financial information relating to the Subsidiary Company in the aggregate has been disclosed in the consolidated financial statements, as required. Further,

The annual accounts of the Subsidiary Company have been posted by your Company on its website www.indowind.com

Annual accounts of the Subsidiary Company and related detailed information will be available for inspection by the members, at the Registered office of the Company and will also be made available to the members upon request.

SUBSIDIARY

Indowind Power Private Limited

Indowind Power Private Limited has earned a Power income of Rs. 49.18 Lacs and posted a net profit of Rs. 45,455/- during the period under review. The issued and Paid up capital of the Company comprises of 9,21,660 equity share of Rs. 10/- each amounting to Rs. 92,16,600/- in which Indowind Energy Ltd., holds 6,81,560 equity share Rs. 10/- amounting to 74% of the total paid up capital. The sundry debtors amounting to Rs. 54 Lacs are costumers of power generate by under group captive consumption

DIRECTORS

Mr. Bala V Kutti retires by rotation and being eligible offers himself for re-appointment.

Mr. T.S. Raghavan was appointed as additional Director U/s. 260 of the Companies Act 1956. He holds office up to the conclusion of 17th AGM of the Company. A notice has been received from a member proposing his candidature for the Directorship along with requisite fee and the same is included in the notice convening the 17th AGM for the consideration and approval of the shareholders.

Mr. T.R. Jayaraman, Independent Director passed away on 11" June 2012. Your Company places on record its appreciation for the excellent contribution of Mr. T.R. Jayaraman during his tenure as Director of the Company.

DIRECTORS" RESPONSIBILITYSTATEMENT

Pursuant to clause 2(AA) of Section 217 of the Companies Act, 1956, the Board of Directors hereby state that;

1. In the presentation of the Annual accounts, applicable standards have been followed and there are no material departures.

2. The Directors have selected such accounting policies and apply 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 as at 31st March 2012 and profit for the Company for the year ended 31st March 2012.

3. The Directors have taken proper and sufficient care in the maintenance of adequate accounting records in accordance with the provisions of the Act for safe guarding the assets of the Company and for preventing and detecting fraud and other irregularities.

4. The Directors have prepared the annual accounts on a going concern basis.

CORPORATE GOVERNANCE

Your Company has complied with the requirements regarding Corporate Governance as required under Revised clause 49 of the Listing agreement entered in with the Stock exchanges where the Company's shares are listed. A Report on the Corporate Governance in this regard is made as a part of this Annual Report and a certificate from the Auditors of Your Company regarding compliance of the conditions of the Corporate Governance is attached to this report.

LISTING OF EQUITYSHARES

Your Company's equity shares are continued to be listed on the Bombay Stock Exchange Ltd, Mumbai and National Stock Exchange of India Ltd., Mumbai, FCCBs are listed at Singapore Exchange Securities Trading Ltd., (SGXST), GDRs are listed at Luxembourg Stock Exchange at Luxembourg during the year under review.

AUDITORS

M/s.V.Ramaratnam & Co. retire at the conclusion of this Annual General Meeting and are eligible for reappointment.

ADEQUACYOF INTERNAL CONTROL

Your Company has effective and adequate internal control systems in combination with delegation of powers. The control system is also supported by internal audits and management reviews with documented policies and procedures.

M/s .S.Vasudevan & Associates are the Internal Auditors to continuously monitor and strengthen the financial control procedures in line with the growth operations of the Company.

PARTICULARS REQUIRED UNDERSECTION 217 (1) (e) OF THE COMPANIES ACT, 1956

The particulars required to be given in terms of section 217 (1) (e) of the Companies Act, 1956 regarding conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Foreign Exchange outgo are not applicable to Your Company.

ACKNOWLEDGEMENT

The Directors wish to place on record their sincere thanks and gratitude to all its Bond holders, Share holders, Bankers, State Governments, Central Government and its agencies, statutory bodies, suppliers, and customers, for their continued co-operation and excellent support extended to the Company from time to time.

Your Directors place on record their utmost appreciation for the sincere and devoted services rendered by the employees at all levels.

For and on behalf of BOARD OF DIRECTORS OF INDOWIND ENERGY LIMTIED

Place: Chennai - 600 034 BALA V KUTTI

Date : 10th August 2012 Chairman


Mar 31, 2011

The Members

The Directors have great pleasure in presenting this 16th Annual Report of the Company together with theaudited accounts for the year ended 31st March 2011.

FINANCIAL HIGHLIGHTS

Year Ended Year Ended 31st March, 2011 30th June, 2010 (Nine Months) (Twelve Months) (Rs. In Lacs) (Rs. In Lacs)

Total Income 5035 6584

Profit Before Depreciation & Tax 1008 2042

Less: Depreciation 582 716

Tax Provision 14 75

Deferred Tax Asset/(Liability) 104 740

Profit after Tax 516 1991

THE PERFORMANCE

Your Company has changed its Financial Year as April to March, effective 1st April 2011 instead of July to June as practiced for earlier years. The main purpose of shifting of financial year from April to March is to have a uniform financial year along with other Group Companies of Your Company. Consequent on the change in accounting year from June to March, the financial performance of the Company for a period of 9 months from 1st July 2010 to 31st March 201 lis highlighted above and hence it is suggested not to compare the previous year's figures. During the year under review the Company has achieved a profit before tax of Rs1008 lacs and a profit after tax of Rs.516 lacs. Considering the proposed expansion plans of Your Company which requires resources, Your Directors consider it prudent not to recommend dividend for the year under review.

FUTURE PLANS AND PROSPECTS

Your Company is planning to concentrate on consolidation of operations during 2011-12. In that direction Your Company is planning to add new capacity of 28 MWduring 2011-12in Kamatakaand in Tamil Nadu. Your Company is already implementing the shifting of the sale of powerfrom Government utility to commercial customers, to enhance the price realization per unit. In that direction, Your Company has restructured the asset holdings and has already formed a subsidiary Company called "Indowind Power Private Ltd. Already power sale to new corporate clients have started. Nearly about 20 million units have been added and another 5 million units may likely to be added in the current year.

The industry is expecting new policy initiatives viz., introduction of Renewable Energy Certificates, trading of the same through power exchanges during the year 2011-12. As viability of the IPPs were strained due to the increase in interest cost it is becoming important to set up new projects by availing higher realization benefits. Your Company is planning to add capacities in future in order to enhance the profits.

RISKS AND CONCERNS

Payment delays from State Electricity Board are continuing to be a risky proposition for renewable energy projects. Availability of long term projects from the financial institution at an acceptable interest rate is equally a risky factorfor the Company. As the economy is tightening and the growth rate slowing down, credit disbursal is also increasingly squeezed out by the banks The availability of good sites for wind projects which can generate higher PLF has become a constraint, this coupled with the high capital cost of Equipment & higher interest cost prevailing in the Banking Industry, tends to make the projects financially unviable on standalone basis unless per unit realization is increased. Strategic funding on SPVare being worked out to fund the projects.

Grid connection and availability are posing a major risk factor for implementing new Projects. Long distance evacuations from the existing wind sites are still not been fully established and stabilized by the Government in Tamil Nadu and Kamataka. The delay in execution of the projects causes a major concern for the new projects.

OPPORTUNITY AND THREAT

Power Exchange India Ltd/ Mumbai (PXIL) and (Indian Energy Exchange Ltd / New Delhi (IEXL) are proposed to be explored for selling the power through these exchanges. For new projects which are having inter-state connectivity, major disagreements among developed countries over the reduction in carbon emission, introduction of carbon tax and supporting the Kyoto protocol beyond 2012 is a threat for making the project viable, using carbon revenue as an additional factor. Introduction of RECs and proposed trading by REC (Renewable Energy Corporation) during the year 2011 augers well for a new income stream. Increasing Government support for solar even though well received, for solar projects isactuallyoffsettingtheGovemmentsupportforwindprojects

STATUS OF FCCB

You are aware that Your Company has made a Foreign Currency Convertible Bond (FCCB) in December 2007 and raised 30 Mn USD. The FCCBs are due for redemption in December 2012. Due to fall in share price of the Company and to avoid the significant debt burden which would arise in the event that all or a significant amount of the FCCBs have to be redeemed on the due date, which may place considerable strain on the Company's financial position, the Company has proposed FCCB restructuring by changing them to zero coupon and reducing the conversion price to reflect current market realities. The share holders have approved the restructuring of FCCBs in their Extraordinary General Meeting held on 12th Aug, 2009. However the Bond holders wanted to have a review on this structuring model and therefore the Company has made an additional offer by providing three different options as to redemption and with different price and period and the decision of the bond holders are expected in this regard.

STATUS OF SHARE WARRANTS AND EMPLOYEES" STOCK OPTION SCHEME

Pursuant to the resolution passed by the members at in the EGM convened on 1T August 2009, the Company has issued 40 lacs share warrants on preferential basis to Subuthi Investments P ltd. Out of which 20 lacs share warrants are converted into equity shares as the Company has received the consideration amount in full for 20 lacs warrants.

As regards Employees' Stock Option Scheme Your Company has not issued any shares so far under this scheme.

GDR (Global Depository Receipts)

Pursuant to the approval granted by the share holders of the Company for issue of GDR in the Annual General Meeting held on 30* December 2009, Your Company has raised Rs.81.58 crores by issuing 20,00,000 GDR comprising of 4 crore Equity shares of Your Company. These GDRs are listed on the Luxembourg Stock Exchange.

SUBSIDIARYCOMPANY

As mentioned above, Your Company has restructured the asset holdings and has formed a subsidiary Company called "Indowind Power Private Ltd. This subsidiary was incorporated during August 2010 with an Authorized Capital of Rs. 15,00,000 and a paid up capital of Rs. 5,76,000 as on 31 -3 2011 .Your Company has 74% stake and the balance by captive consumer clients. Already power sales to new corporate clients for 25 million units have started.

DEPOSITS

During the year, the Company has not accepted any deposits with in the meaning of the provisions of Sec.58A(rfthe Companies AdM 956.

INDUSTRIAL RELATIONS AND PARTICULARS OF EMPLOYEES

As of 31st March 2011, Your Company has 70 employees on its rolls. The employees will be inducted in to permanent services of the Company after training; to fill up vacancies as when arises.

The Company does not have any employee drawing salary in excess of the amount stipulated u/s 217 (2A) of the Companies Act, 1956

DIRECTORS

Mr. Niranjan R. Jagtap retires by rotation and being eligible offers himself for re-appointment.

DIRECTORS" RESPONSIBILITY STATEMENT

Pursuant to clause 2(AA) of Section 217 of the Companies Act, 1956, the Board of Directors hereby state that;

1. In the presentation of the Annual accounts, applicable standards have been followed and there are no material departures.

2. The Directors have selected such accounting policies and apply 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 as at 31st March 2011 and profit for the Company for the year ended 31st March 2011.

3. The Directors have taken proper and sufficient care in the maintenance of adequate accounting records in accordance with the provisions of the Act for safe guarding the assets of the Company and for preventing and detecting fraud and other irregularities

4. The Directors have prepared the annual accounts on a going concern basis.

CORPORATE GOVERNANCE

Your Company has complied with the requirements regarding Corporate Governance as required under Revised clause 49 of the Listing agreement entered in with the Stock exchanges where the Company's shares are listed .A Report on the Corporate Governance in this regard is made a part of this Annual Report and a certificate from the Auditors of Your Company regarding compliance of the conditions of the corporate Governance is attached to this report.

LISTING OF EQUITYSHARES

Your Company's equity shares are continued to be listed on the Bombay Stock Exchange Ltd, Mumbai and National Stock Exchange of India Ltd., Mumbai, FCCBs are listed at Singapore Exchange Securities Trading Ltd., (SGXST), GDRs listed at Luxembourg Stock Exchange at Luxembourg during the year under review.

AUDITORS

M/s.V.Ramaratnam & Co. retire at the conclusion of this Annual General Meeting and are eligible for reappointment.

ADEQUACY OF INTERNAL CONTROL

Your Company has effective and adequate internal control systems in combination with delegation of powers. The control system is also supported by internal audits and management reviews with documented policies and procedures.

M/s .S.Vasudevan & Associates are the Internal Auditors to continuously monitor and strengthen the financial control procedures in line with the growth operations of the Company.

PARTICULARES REQUIRED UNDERSECTION 217 (1) (E) OF THE COMPANIES ACT, 1956

The particulars required to be given in terms of section 217 (1) (e) of the Companies Act, 1956 regarding conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Foreign Exchange outgo are not applicable to Your Company.

ACKNOWLEDGEMENT

The Directors wish to place on record their sincere thanks and gratitude to all its Bond holders, Share holders, Bankers, State Governments, Central Government and its agencies, statutory bodies, suppliers, and customers, for their continued co-operation and excellent support extended to the Company from time to time.

Your Directors place on record their utmost appreciation for the sincere and devoted services rendered by the employees at all levels.

For and on behalf of

BOARD OF DIRECTORS OF

INDOWIND ENERGY LIMTIED

Place: Chennai K.V. BALA

Date: 20.8.2011 Chairman


Jun 30, 2010

The Directors have great pleasure in presenting this Fifteenth Annual Report of the company together with the audited accounts for the year ended 30th June 2010.

FINANCIAL HIGHLIGHTS

For the year ended

30th June, 2010 30,th June, 2009 (Rs. In Thousands)

Total Income 658,455 647,520

Profit Before Depreciation & Tax 204,209 167,198

Less: Depreciation 71,580 43,729

Tax Provision 7,538 8,876

Deferred Tax Asset / (Liability) 73,978 (95,877)

Profit After Tax 199,069 18,715

THE PERFORMANCE

During the year the Company achieved a profit before tax of Rs. 13.26 Crores and a profit after tax of Rs. 12.5 Crores. Your Company has managed to withstand the pressures of abnormal recessionary conditions to achieve the above net profit. Since the Company is required to augment more resources for its expansion activities, your Board of Directors are not in a position to recommend dividend for this year.

FUTURE PLANS AND PROSPECTS OF THE COMPANY

Your Company is planning to concentrate on consolidation of operations during 2010 - 11. Your company Is planning to shift the sale of power to commercial customers to enhance the realization per unit, by restructuring the asset holdings.

The industry is expecting new policy initiatives viz., introduction of Renewable Energy Certificates, trading of the same through power exchanges during the year 2010-11. As viability of the IPPs were strained due to the increase in interest cost it is becoming important to set up new projects by availing higher realization benefits. Your company is planning to add additional capacities in future in order to enhance the profits

Your company shall have more focus to increase the profits during the year 2010-11 by putting efforts in increasing the realization from the existing projects.

RISKS AND CONCERNS

The dependence on the SEB for realization of power receivables is a major concern, which we are trying to address by looking at opportunities by way of Sale of Green Power® to corporate as a business strategy. The availability of good sites for wind projects which can generate higher PLF has become a constraint, this coupled with the high capital cost of Equipment & higher interest cost prevailing in the Banking industry, tends to make the projects financially unviable on standalone basis unless per unit realisation is increased. Strategic funding on SPV models are being worked out to fund the projects.

STATUS OF FCCB

The Company has issued Foreign Currency Convertible Bonds (FCCB) in December 2007and raised 30mn USD. The FCCBs are due for redemption in Dec.2012.Due to fall in share price of the Company and to avoid the significant debt burden which would arise in the event that all or a significant amount of the FCCBs have to be redeemed on the due date, which may place considerable strain on the Companys financial position, the Company has proposed FCCB restructuring by changing them to zero coupon and reducing the conversion price to reflect current market realities. The share holders have approved the restructuring of FCCBs in their Extraordinary General Meeting held on 12th Aug, 2009. The Company has received approval of RBI for conversion of outstanding Bonds of US $30Mn in to equity shares based on the floor price to be fixed as per SEBI guide lines with a cap of Rs.65.

STATUS OF SHARE WARRANTS AND EMPLOYEES STOCK OPTION SCHEME

During the FY2009-10 the share holders of the Company had passed a resolution in their EGM convened on 12th August 2009 to issue share warrants not exceeding 40 lac on preferential basis to Subuthi Investments P ltd and the Company has obtained further approval from stock exchanges, where their shares are listed for issue of such warrants. There after the Company has allotted 40 lac share warrants. Out of which 20 lac share warrants are converted in equity shares. The balance 20 lac warrants would be converted in to equity shares as when the warrants are fully paid up.

Similarly in the said EGM the share holders had passed a resolution to issue and allot 10 lac Options which are convertible in to equal number of equity shares of the Company of Rs 10/-each to its employees under Employees Stock Option Scheme. Further to this the Company has received the requisite approvals from the stock exchange for issue of such options, where the shares are listed. Your Company is in the process of issuing such options.

DEPOSITS

During the year, the Company has not accepted any deposits with in the meaning of the provisions of Sec.58A of the Companies Act 1956.

INDUSTRIAL RELATIONS AND PARTICULARS OF EMPLOYEES

As of 30th June 2010, Your Company has 68 employees on its rolls. The employees will be inducted in to permanent services of the Company after training; to fill up vacancies as when arises.

The Company does not have any employee drawing salary in excess of the amount stipulated u/s 217 (2A) of the Companies Act, 1956.

DIRECTORS

Mr K.V, Bala is retiring at the end of this AGM and being eligible offers himself for reappointment.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to clause 2(AA) of Section 217 of the Companies Act, 1956, the Board of Directors hereby state that;

1. In the presentation of the Annual accounts, applicable standards have been followed and there are no material departures.

2. The Directors have selected such accounting policies and apply 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 as at 30"1 June 2010 and profit for the Company for the year ended 30,h June 2010.

3. The Directors have taken proper and sufficient care in the maintenance of adequate accounting records in accordance with the provisions of the Act for safe guarding the assets of the Company and for preventing and detecting fraud and other irregularities.

4. The Directors have prepared the annual accounts on a going concern basis.

CORPORATE GOVERNANCE

Your Company has complied with the requirements regarding corporate governance as required under Revise clause 49 of the Listing agreement entered in with the stock exchanges where the Companys shares are listed .A Report on the corporate governance in this regard is made a part of this Annual Report and a certificate from the Auditors of your Company regarding compliance of the conditions of the corporate Governance is attached to this report.

LISTING OF EQUITY SHARES

Your Companys equity shares are continued to be listed on the Bombay Stock Exchange Ltd, Mumbai and National Stock Exchange of India Ltd., Mumbai and FCCBs are listed at Singapore Exchange Securities Trading Ltd., (SGXST) during the year under report.

AUDITORS

M/s.V.Ramaratnam*& Co. continue to be the auditors of the Company and they retire at the conclusion of this Annual General Meeting and are eligible for reappointment.

ADEQUACY OF INTERNAL CONTROL

Your Company has effective and adequate internal control systems in combination with delegation of powers. The control system is also supported by internal audits and management reviews with documented policies and procedures.

M/s .S. Vasudevan & Associates are the internal auditors to continuously monitor and strengthen the financial control procedures in line with the growth operations of the Company.

INFORMATION AS PER SECTION 217 (1) (E) OF THE COMPANIES ACT, 1956

a) Conservation of Energy - Not Applicable

b) Technology Absorption - Not Applicable

c) Foreign Exchange Earnings - Not Applicable

d) Foreign Exchange outgo - Not Applicable

ACKNOWLEDGEMENT

The Directors wish to place on record their sincere thanks and gratitude to all its Bond holders, Share holders, Bankers, State Governments, Central Government and its agencies, statutory bodies, suppliers, and customers, for their continued co-operation and excellent support extended to the Company from time to time.

Your Directors place on record their utmost appreciation for the sincere and devoted services rendered by the employees at all levels.

For and on behalf of BOARD OF DIRECTORS OF INDOWIND ENERGY LIMITED

Place: Chennai K.V.BALA

Date: 21.10.2010 Chairman

 
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