Directors Report of NEPC India Ltd.

Mar 31, 2014

The Directors have pleasure in presenting the Twenty Fifth Annual Report and Audited Accounts of your Company for the year ended 31 st March, 2014.

FINANCIAL HIGHLIGHTS

The Financial Results and the performance of the Company during the year under review are as follows:

(in lakhs)

Particulars Year ended Year ended 31-03-2014 31-03-2013

Income from Operations 652.46 71.30

Other Income 43.89 439.91

Operating Expenses 547.56 344.57

Operating Profit /(loss)before Depreciation 148.79 166.64

Depreciation 37.26 66.15

Profit / (loss) before extra-ordinary items 111.52 100.49

Extra-ordinary items / (-) - -

Provision for Taxation(Fringe Benefit Tax) - -

Profit (loss) after taxation - -

Balance Profit / (Loss) Brought Forward (26776.76) (26877.25)

Net Profit / (loss) carried to Balance Sheet (26665.24) (26776.76)

DIVIDEND

The Directors do not recommend dividend for the year ended 31st March, 2014.

BUSINESS REVIEW

Consequent to the process of transferring its Wind Energy division to M/s. Southern Wind Farms Limited as per the Slump Sale Agreemenr dated 16-01-2006, the Company is presently engaged in the business of Solar Modules and related items.

DIRECTORATE

Mr. Tirupathi Kumar,Director (DIN: 00126699), retires by rotation at the forthcoming Annual General Meeting and being eligible offers himself for re-appointment to the Board.

AUDITORS

As M.Dinesh Kumar & Co., Chartered Accountant, Conveyed his inability to continue as a Auditor of the Company. Mr.A.Nageswaran, Chartered Accountant, Coimbatore has given his consent to act as Statutory Auditor of the company if appointed , and also certificate under section -139 of the companies act 2013, has been received. Therefore the Board has recommended the appointment of Mr.A.Nageswaran ,Chartered Accountant , Coimbatore, Statutory Auditor of the company.

REMARKS ON AUDITOR'S QUALIFICATIONS

With regard to para 3 (vi)(a) of Auditor's report and point II-3 in Note - 10, the Company has already obtained confirmations from certain sundry creditors and sundry debtors. The process of confirmation and reconciliations in respect of other items such as sundry debtors,loans/advances, certain bank balances, deposits and current liabilities is on. However, it may be noted that after due reconciliation is over, the assets and liabilities of your Company are not expected to result in any material change, considering certain settlements already made.

With regard to para 3 (vi)(b) and point II-08 in Note - 10 regarding AS 28 - impairment of Assets, the Company is in the process of ascertaining the losses on account of impairment of asset, if any, relating to the Airline division and it is also considering the possibility of realizing some claim arising out of these assets. Pending this ascertainment, the loss has not been recognized in the current year.

With regard to para 3 (vi)(c) of Auditor's report and point II-10 in Note - 10 regarding non-provision of retirement benefits, since the number of employees becoming eligible is low, the quantum of provision required is expected to be marginal and will not vitiate the financial statements.

With regard to para 3 (vi)(d) of Auditor's report and point II-12 in Note - 10 regarding non provision of Deferred Tax assets as stipulated in AS 22 - Taxes on Income, the same has not been considered as the Company opines that there will not be any such instance.

DIRECTORS RESPONSIBILITY

In compliance with Section 217 (2AA) of the Companies Act, 1956, the Directors confirm that :

- in the preparation of annual accounts the applicable Accounting Standards have been followed, along with proper explanation wherever necessary.

- the Accounting Policies selected and applied on a consistent basis, give a true and fair view of the affairs of the Company and of the profit for the financial year;

- proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the aforesaid Act for safeguarding the assets of the Company and for prevention and detection of fraud and other irregularities;

- the Annual Accounts have been prepared on a going concern basis.

PARTICULARS OF EMPLOYEES

No employee of the Company was paid remuneration in excess of limits prescribed under section 217 (2A) of the Companies Act, 1956, read with the relevant Rules as amended.

FIXED DEPOSITS

Your Company has not accepted any fixed deposits as defined under section 58AA, of the Companies Act, 1956, from the public during the year under review.

INDUSTRIAL RELATIONS

Your Company continues to maintain harmonious and cordial relations with its workers.

CORPORATE GOVERNANCE

A detailed report on this subject forms part of this Report.

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

There are no foreign exchange earnigns and outgo during the year.

ACKNOWLEDGEMENT

Your Directors would like to place on record their appreciation and gratitude to the Company's members for their support and confidence. Your Company is grateful for the co-operation and continued support extended by the Central Government, State Governments, Banks, Government Bodies, Departments, etc. The Directors also express their appreciation for the support and contribution by the employees at all levels.

(By Order of the Board)

For NEPC India Limited

Place: Chennai Raj Kumar,

Date : 30-07-2014 Director

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Mar 31, 2012

To the Members of NEPC INDIA LIMITED

The Directors have pleasure in presenting the Twenty Third Annual Report and Audited Accounts of your Company for the year ended 31st March, 2012.

FINANCIAL HIGHLIGHTS

The Financial Results and the performance of the Company during the year under review are as follows:

(Rs. in lakhs)

Particulars Year ended Year ended 31-03-2012 31-03-2011

Income from Operations 17.92 29.44

Other Income - -

Operating Expenses 180.65 153.68

Operating Profit /(loss)before Depreciation (162.73) (124.24)

Depreciation 69.55 83.04

Profit /(loss) before extra-ordinary items (232.29) (207.28)

Extra-ordinary items / (-) 386.54 -

Provision for Taxation (Fringe Benefit Tax) - -

Profit (loss) after taxation (618.83) (207.28)

Balance Profit / (Loss) Brought Forward (26258.43) (26051.15)

Net Profit/(loss) carried to Balance Sheet (26877.26) (26258.43)

DIVIDEND

The Directors do not recommend dividend for the year ended 31st March, 2012.

BUSINESS REVIEW

Consequent to the process of transferring its wind energy division to M/s. Southern Wind Farms Limited as per the slump sale agreement dated 16-01-2006, the Company is presently engaged in the business of Solar Dual Power Modules and related items.

DIRECTORATE

Mr. Rakesh Gupta and Mr. S. Rajendran retire by rotation at the forthcoming Annual General Meeting and being eligible offer themselves for re-appointment to the Board.

AUDITORS

M/s. A. Nageswarn, Chartered Accountant, retire at the conclution of the forthcoming Annual General Meeting. However, they are eligible for re-appointment and have given their consent to act as the auditors of your Company, if appointed. The Audit Committee and the Board recommends the re-appointment of M/s. A. Nageswaran, Chartered Accountant, as the Auditors of the Company.

REMARKS ON AUDITOR'S QUALIFICATIONS "

With regard to para 3 (vi)(a) of Auditor's report and point II-3 in Note - 19, the Company has already obtained confirmations from certain sundry creditors and sundry debtors. The process of confirmation and reconciliations in respect of other items such as sundry debtors,loans/advances, certain bank balances, deposits and current liabilities is on. However, it may be noted that after due reconciliation is over, the assets and liabilities of your Company are not expected to result in any material change, considering certain settlements already made.

With regard to para 3 (vi)(b) and point 11-08 in Note - 19 regarding AS 28 - impairment of Assets, the Company is in the process of ascertaining the losses on account of impairment of asset, if any, relating to the Airline division and it is also considering the possibility of realizing some claim arising out of these assets. Pending this ascertainment, the loss has not been recognized in the current year.

With regard to para 3 (vi)(c) of Auditor's report and point 11-10 in Note - 19 regarding non-provision of retirement benefits, since the number of employees becoming eligible is low, the quantum of provision required is expected to be marginal and will not vitiate the financial statements.

With regard to para 3 (vi)(d) of Auditor's report and point II-ll.l in Note -19 regarding non provision of Deferred Tax assets as stipulated in AS 22 - Taxes on Income, the same has not been considered as the Company opines that there will not be any such instance.

DIRECTORS RESPONSIBILITY

In compliance with Section 217 (2AA) of the Companies Act, 1956, the Directors confirm that :

- in the preparation of annual accounts the applicable Accounting Standards have been followed, along with proper explanation wherever necessary.

- the Accounting Policies selected and applied on a consistent basis, give a true and fair view of the affairs of the Company and of the loss for the financial year;

- proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the aforesaid Act for safeguarding the assets of the Company and for prevention and detection of fraud and other irregularities;

- the Annual Accounts have been prepared on a going concern basis.

PARTICULARS OF EMPLOYEES

No employee of the Company was paid remuneration in excess of limits prescribed under section 217 (2A) of the Companies Act, 1956, read with the relevant Rules as amended.

FIXED DEPOSITS /

Your Company has not accepted any fixed deposits as defined under section 58AA, of the Companies Act, 1956, from the public during the year under review.

INDUSTRIAL RELATIONS

Your Company continues to maintain harmonious and cordial relations with its workers.

CORPORATE GOVERNANCE

A detailed report on this subject forms part of this Report.

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

The Statement pursuant to Section 217 (1) (e) of the Companies Act 1956 read with Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules 1988 is given in the annexure forming part of this Report

Foreign Exchange Earnings and Outgo

31-03-2012 31-03-2011

Earnings Nil Nil

Outgo - -

Travelling Expenses - -

Raw Material - -

Capital goods - -

Technical Expenses - -

Total - -

ACKNOWLEDGEMENT

Your Directors would like to place on record their appreciation and gratitude to the Company's members for their support and confidence. Your Company is grateful for the co-operation and continued support extended by the Central Government, State Governments, Banks, Government Bodies, Departments, etc. The Directors also express their appreciation for the support and contribution by the employees at all levels.

(By Order of the Board)

For NEPC India Limited

Place : Chennai Ravi Prakash Khemka

Date : 30-07-2012 Chairman

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Mar 31, 2010

The Directors have pleasure in presenting the Twenty first Annual Report and Audited Accounts of your Company for the year ended 31st March, 2010.

FINANCIAL HIGHLIGHTS

The Financial Results and the performance of the Company during the year under review are as follows:

(Rs. in lakhs)

Particulars

Year ended Year ended 31-03-2010 31-03-2009

Income from Operations 101.90 360.18

Other Income 0.73 92.90

Operating Expenses 212.53 497.07

Operating Profit/(loss)before Depreciation (110.63) (43.99)

Depreciation 88.68 147.06

Profit/(loss) before extra-ordinary items (198.58) (191.05)

Extra-ordinary items + / (-) 95.17 -

Provision for Taxation (Fringe Benefit Tax) - (3.50)

Profit (loss) after taxation (103.41) (194.55)

Balance Profit / (Loss) Brought Forward (25947.74) (25753.19)

Net Profit/(loss) carried to Balance Sheet (26051.15) (25947.74)

DIVIDEND

The Directors do not recommend dividend for the year ended 31st March, 2010.

BUSINESS REVIEW

Consequent to the process of transferring its wind energy division to M/s. Southern Wind Farms Limited as per the slump sale agreement dated 16-01-2006, the Company is presently engaged in the business of Solar Dual Power Modules and related items.

DIRECTORATE

Mr. Rakesh Gupta and Mr. S. Rajendran retire by rotation at the forthcoming Annual General Meeting and being eligible offer themselves for re-appointment to the Board.

AUDITORS

M/s. B.Y. Srinivasan & Associates, retire at the conclution of the forthcoming Annual General Meeting. However, they are eligible for re-appointment and have given their consent to act as the auditors of your Company, if appointed. The Audit Committee and the Board recommends the re-appointment of M/s. B.Y. Srinivasan & Associates, Chartered Accountants, as the Auditors of the Company.

REMARKS ON AUDITORS QUALIFICATIONS

With regard to para 3 (vi)(a) of Auditors report and Note II-3 in Schedule 18, the Company has already obtained confirmations from certain sundry creditors and sundry debtors. The process of confirmation and reconciliations in respect of other items such as sundry debtors,loans/advances, certain bank balances, deposits and current liabilities is on. However, it may be noted that after due reconciliation is over, the assets and liabilities of your Company are not expected to result in any material change, considering certain settlements already made.

With regard to para 3 (vi)(b) and Note II-08 in Schedule 18 regarding AS 28 - impairment of Assets, the Company is in the process of ascertaining the losses on account of impairment of asset, if any, relating to the Airline division and it is also considering the possibility of realizing some claim arising out of these assets. Pending this ascertainment, the loss has not been recognized in the current year.

With regard to para 3 (vi)(c) of Auditors report and Note 11-11 in Schedule 18 regarding non-provision of retirement benefits, since the number of employees becoming eligible is low, the quantum of provision required is expected to be marginal and will not vitiate the financial statements.

With regard to para 3 (vi)(d) of Auditors report and Note II-12.2 in Schedule 18 regarding non provision of Deferred Tax assets as stipulated in AS 22 - Taxes on Income, the same has not been considered as the Company opines that there will not be any such instance.

DIRECTORS RESPONSIBILITY

In compliance with Section 217 (2AA) of the Companies Act, 1956, the Directors confirm that :

- in the preparation of annual accounts the applicable Accounting Standards have been followed, along with proper explanation wherever necessary.

- the Accounting Policies selected and applied on a consistent basis, give a true and fair view of the affairs of the Company and of the loss for the financial year;

- proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the aforesaid Act for safeguarding the assets of the Company and for prevention and detection of fraud and other irregularities;

- the Annual Accounts have been prepared on a going concern basis.

PARTICULARS OF EMPLOYEES

No employee of the Company was paid remuneration in excess of limits prescribed under section 217 (2A) of the Companies Act, 1956, read with the relevant Rules as amended.

INDUSTRIAL RELATIONS

Your Company continues to maintain harmonious and cordial relations with its workers.

CORPORATE GOVERNANCE

A detailed report on this subject forms part of this Report.

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

The Statement pursuant to Section 217 (1) (e) of the Companies Act 1956 read with Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules 1988 is given in the annexure forming part of this Report

ACKNOWLEDGEMENT

Your Directors would like to place on record their appreciation and gratitude to the Companys members for their support and confidence. Your Company is grateful for the co-operation and continued support extended by the Central Government, State Governments, Banks, Government Bodies, Departments, etc. The Directors also express their appreciation for the support and contribution by the employees at all levels.

(By Order of the Board) For NEPC India Limited

Place : Chennai Ravi Prakash Khemka

Date : 30-07-2010 Chairman

---

Mar 31, 2001

The Directors have pleasure in presenting the Twelth Annual Report and Audited Accounts of your Company for the financial year ended 31st March 2001.

FINANCIAL HIGHLIGHTS

The Financial Results and the performance of the Company during the year under review are as follows:

Rs. in lakhs 2001 2000

Income from operation 4159.01 2635.17

Other Income 4.26 104.57

Operating Expenses 3893.03 3672.04

Interest - 3545.33

Gross Profit after Int. but before depn. and taxation 270.24 (8224.37)

Profit/(Loss) before taxtation (1603.13) (6351.00)

Provision for Taxation Nil Nil

Profit/(Loss) after taxation (1603.13) (6351.00)

Balance Profit/(Loss) Account B/F - 7074.07

Tfr. from Dividend payable - 1557.52

Net Profit / (Loss) (1603.13) 2280.59

DIVIDEND

The Directors do not recommend Dividend for the year ending 31st March 2001, in view of the loss incurred by the Company.

WIND ENERGY

During the year, your Company has made further in-roads in exploiting the market for wind energy. The Company has installed 52 machines during the year. It is hoped that the efforts taken by your Company during the year will show results in terms of higher turnover and profits in the years to come.

AIRLINES

The Company has stopped its scheduled airline business and is now focusing on its core business activity i.e., Wind Power Generation by WTG.

SUBSIDIARIES

The results of the subsidiaries for the financial year ended 31 st March 2001 are attached to this Report along with the statment specified in Section 212(l)(e) of the Companies Act, 1956.

DIRECTORATE

Mr.Tirupathi Kumar retires by rotation at the forthcoming Annual General Meeting and being eligible, offers himself for re-appointment to the Board. Mr.Ramesh Kumar Agarwal has been appointed as an Additional Director during the period and he will hold office upto the date of the forthcoming Annual General Meeting of the Company and is eligible for appointment as Director.

PERSONNEL

The Directors express their appreciation for the support and contribution by the employees at all levels for the successful operation of the Company during the year under review.

PARTICULARS OF EMPLOYEES

The Company does not have any employee who was in receipt of remuneration aggregating to the sum prescribed under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) (Amendment) Ruies,2000.

AUDITORS

M/s T.G. Ramanathan & Co., Chartered Accountants, the present auditors retire at the ensuing Annual General Meeting and express their willingness to continue as such if so reappointed.

With regard to the Auditors observation in their report, Interest on secured & unsecured loans for the year has not been provided for as the Company is in the process of negotiating compromise settlements / restructuring with the secured and unsecured creditors. Your Company is hopeful of obtaining substantial reduction in interest out of such negotiations.

DIRECTORS RESPONSIBILITY STATEMENT

In compliance with Section 217(2AA) of the Companies Act, 1956, the Directors confirm that:

-in the preparation of annual accounts the applicable Accounting Standards have been followed;

- the Accounting Policies selected and applied on a consistent basis, give a true and fair view of the affairs of the Company and of the loss for the financial year;

proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the aforesaid Act for safeguarding the assets of the company; and for prevention and detection of fraud and other irregularities;

-the Annual Accounts have been prepared on a going concern basis.

CORPORATE GOVERNANCE

The Securities Exchange Board of India, vide an amendment to the Listing Agreement, has directed listed companies to follow uniform code of Corporate Governance which also includes disclosures in the Annual Report. The Com- pany has already formed an Audit Committee and initiatives have been taken to ensure that the Company is fully compliant with the Corporate Governance Code well before the schedule of implementation i.e. March 31,2002.

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

The statement pursuant to Section 217 (1) (e) of the Companies Act 1956 read with Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules 1988 is given in the annexure forming part of this Report.

INDUSTRIAL RELATIONS

Your Company continues to maintain harmonious and cordial relations with its workers.

ACKNOWLEDGEMENT

Your Company is grateful for the co-operation and continued support extended by the Central Government, State Governments, Financial Insititutions, Reserve Bank of India, Tamil Nadu Electricity Board, IREDA, Banks, Karnataka Electricity Board, Madhya Pradesh Electricity Board, Andhra Pradesh Electricity Board, Maharashtra Electricity Board and Rajasthan Electricity Board.

(By Order of the Board) For NEPC INDIA LIMITED

Ravi Prakash Khemka Chairman

PLACE: COIMBATORE DATE : 25.08.2001