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Directors Report of Orient Green Power Company Ltd.

Mar 31, 2016

Dear Shareholders,

The Directors take pleasure in presenting the Ninth Annual Report on the business and operations of the Company and the financial statements for the year ended March 31, 2016.

1. FINANCIAL RESULTS

Particulars

Standalone

Consolidated

2015-16

2014-15

2015-16

2014-15

Sale and Other Income

6,579.91

6,115.67

40,207.51

50,033.36

Profit / (Loss) before Depreciation, Interest and Tax & Exceptional items

791.53

(725.59)

21,308.72

24,336.29

Interest

3,964.14

5,642.72

27,687.75

28,588.60

Depreciation and Amortization

1,559.19

1,811.28

20,667.95

17,933.59

Exceptional item

12,119.45

15,682.97

7,186.47

2,098.13

Profit (Loss) before Tax

(16,851.25)

(23,862.56)

(34,233.45)

(24,284.03)

Less : Provision for Tax

-

-

-

421.29

Less : Provision for Deferred Tax

-

-

(201.62)

(331.51)

Less : Share of loss of Associate

-

-

0.15

-

Minority Interest

-

-

(375.99)

(1,077.64)

Profit / (Loss) for the period

(16,851.25)

(23,862.56)

(33,655.99)

(23,296.17)

Performance of wind business during the year to a large extent was impacted by performance of the segment which has continued to remain sub-optimal primarily owing to external factors such as inadequate infrastructure - grid back down, above average variation in wind patterns etc., resulting in the gap between performance and potential. Delayed and lower wind availability impacted revenue generation for the year. Measures such as planned shutdown of thermal plants during peak generation season by the Tamil Nadu State Electricity Board (TNSEB) has significantly contributed to the improved scenarios.

The Tamil Nadu state has been successful in consistently lowering the losses associated with grid back down; from a level of 40% two years back the situation is expected to be below 10% by next year. The situation is encouraging and should help us deliver significantly better performance if on-ground developments progress as planned. Further, the grid corridor which was incomplete for last two -three years is now complete which in turn has resulted in evacuating energy generated in Southern part of Tamil Nadu to Northern parts of the state which are the prime consuming centers of the state. The business is expected to deliver a better performance with improvement in wind availability as the same will ensure higher generation of energy.

With regard to the biomass business, the Company has more than doubled its capacity in the business over the years. With an installed capacity of 106 MW, biomass constitutes 20% of the Company''s overall portfolio. The business has had to encounter significant difficulties in turn impairing the overall performance of the business. Factors ranging from unavailability of working capital to procure raw material and unviable tariff environment had dented the segment''s performance.

Taking cognizance of the segment''s sub optimal performance over the years, the Company has been working diligently towards identifying the nature and characteristics of factors hindering the business. In light of the above, the Company has formulated a strategy which should help improve the operations and profitability of biomass business.

The Consolidated Sales and Other Income for the year under review was Rs. 40,207.51 Lakhs (Rs. 50,033.36 Lakhs). Profit before Interest, Depreciation, Tax and Exceptional items was at a level of Rs. 21308.72 Lakhs (Rs. 24,336.29 Lakhs). Loss after Tax and Minority Interest was at Rs. 33,655.99 Lakhs (Rs.23,296.17Lakhs).

3. COMPOSITE SCHEME OF ARRANGEMENT AND AMALGAMATION

During the year, the Board of Directors of the Company, at their meeting held on 13 June, 2015, has approved the Draft Composite Scheme of Arrangement and Amalgamation between Orient Green Power Company Limited and Bharath Wind Farm Limited (BWFL) and Biobijlee Green Power Limited (BGPL) and their respective shareholders (the Draft Scheme) as per which:

(a) BWFL, a wholly owned subsidiary of the Company, will get amalgamated with the Company effective 1 April, 2015 and

(b) the identified biomass undertaking of the Company (including the Unit/Subsidiaries will get demerged to BGPL, a subsidiary of the Company, effective 1 October, 2015, subject to the required approvals from the Honorable High Court of Judicature at Madras which are in the process of being obtained. Upon receipt of the approvals, BGPL will cease to be a subsidiary of the Company and will seek necessary approvals to list its shares at the recognized stock exchanges in India. The substance of this demerger arrangement is in the nature of application and reduction of Securities Premium Account as per the provisions of Section 52 of Companies Act, 2013 read with Sections 100 to 103 of the Companies Act, 1956

4. DIVIDEND

The Company has not declared any dividend in view of the losses incurred by the Company during the year.

5. CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of the Company and its subsidiaries, prepared in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Companies Act, 2013 (''the Act'') form part of the Annual Report and are reflected in the Consolidated Financial Statements of the Company.

The annual financial statements of the subsidiaries and related detailed information will be kept at the Registered Office of the Company and will be available to investors seeking information at any time.

The Company has adopted a Policy for determining Material Subsidiaries in terms of Regulation 16 (1) (c) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (''Listing Regulations''). The Policy, as approved by the Board, is uploaded on the Company''s website.

6. MANAGEMENT DISCUSSION AND ALALYSIS REPORT

Management Discussion and Analysis Report for the year under review, in terms of Clause 49 of the Listing Agreement the Management''s discussion and analysis is set out in this Annual Report

7. SUBSIDIARIES

As at 31st March, 2016, your Company had a total of 18 subsidiaries and 3 step down subsidiaries and 2 Associates, the details of which are given elsewhere in the Annual Report under the relevant Sections.

During the year, the Company has acquired entire paid up capital in Orient Green Power (Maharashtra) Private Limited. Pursuant to the same, Orient Green Power (Maharashtra) Private Limited has become a wholly owned subsidiary of the Company. During the year, one of the Company''s equity holding in the subsidiary M/s. Pallavi Power & Mines Limited (Pallavi), has been reduced from 51% to 38.87% due to allotment of shares by Pallavi to Joint Venture Partner and consequent to reduction in the holding ,Pallavi has become Associate of the Company.

During the Year, your Company has entered into a Memorandum of Understanding (MoU) with Shri ChandrabhanKatewa to divest 84% equity shares held by the Company in M/s. Sanjog Sugars & Eco Power Private Limited through an investment vehicle to be identified by Shri. ChandrabhanKatewa subject to all required approvals.

During the year your Company has enter into a Memorandum of Understanding (MoU) with Sindicatum Captive Energy Singapore Pte Limited (Sindicatum), a company incorporated under the Laws of Singapore to divest the entire stake held in M/s. Orient Green Power (Maharashtra) Private Limited towards sale of 20 MW co-generation power project in Kolhapur, Maharashtra subject to all required approvals.

During the year, the Company has transferred the Biomass Power Generation Plant of the Company located at Pollachi, by way of a slump sale, on a going concern basis at book value with effect from 1 July, 2015, based on the Business Transfer agreement dated 26 June, 2015 entered into with Gayatri Green Power Private Limited (GGPPL)

During the year your Company has disinvested 26% of the equity shares held in its subsidiary M/s.Gayatri Green Power Private Limited in favour of Group Captive Customers in order to shift to Group Captive Model.

The information as required under the first proviso to sub-section (3) of Section 129 is given in Form AOC-1 in “Annexure-A”.

Further, pursuant to the provisions of Section 136 of the Companies Act, 2013 ("Act"), Consolidated financial statements along with the relevant documents and separate audited accounts in respect of the subsidiaries of the Companies are available in the website of the Company and the web link is provided below : www. orientgreenpower. com/investor. asp

8. SHARE CAPTIAL

During the year, the Company has issued and allotted 171,721,426 Equity Shares of Rs.10 each at a price of Rs.14.56 (including of a premium of Rs.4.56 per equity share) on a preferential allotment basis to Promoters and other parties. Such Preferential shares shall rank pari passu in all respects including as to dividend, with existing fully paid up equity shares of face value of Rs.10 each and shall also subject to lock-in, in accordance with the provisions of SEBI (Issue of Capital and Disclosure Requirements) Regulations.

As a result of the above allotments paid-up equity shares of the company was increased from Rs.5,680,782,490 comprising of 568,078,249 number of equity shares of Rs.10 each as on March 31, 2015 to Rs.7,397,996,750 comprising of 739,799,675 number of equity shares of Rs.10 each as on March 31, 2016. The allotted shares are listed and traded in the Stock Exchanges.

9. DEPOSITS

The Company has not accepted any deposits either from the shareholders or public and as such, no amount of principal or interest was outstanding as of the date of Balance Sheet.

10. CORPORATE GOVERNANCE

The Company has been complying with the provisions of Corporate Governance as stipulated in Regulations 24,27 and other relevant provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015. A separate report on Corporate Governance along with Auditors'' Certificate on compliance of the Corporate Governance norms as stipulated in Regulation 34(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 and Management Discussion & Analysis forming part of this report are provided elsewhere in this Annual Report.

11. INTERNAL CONTROL SYSTEM

The Company has in place an adequate system of internal controls commensurate with its size, requirements and the nature of operations. These systems are designed, keeping in view the nature of activities carried out at each location and the various business operations. The company has documented a robust and comprehensive internal control system for all the major processes to ensure reliability of financial reporting, timely feedback on achievement of operational and strategic goals, compliance with policies, procedures, laws and regulations, safeguarding of assets and economical and efficient use of resources.

The Internal Auditor monitors and evaluates the efficacy and adequacy of internal controls system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company and its subsidiaries. Based on the report of internal audit, process owners undertake corrective action in their respective areas and thereby strengthen the controls. During the year, the Audit Committee met regularly to review reports submitted by the Internal Audit. All significant audit observations and follow-up actions thereon were reported to the Audit Committee. The Audit Committee also met the Company''s Statutory Auditors to ascertain their views on the financial statements, including the financial reporting system, compliance to accounting policies and procedures, the adequacy and effectiveness of the internal controls and systems followed by the Company.

Your Company also has a Risk Management Framework in place covering all critical areas of operation. This framework is reviewed periodically keeping in mind the business dynamics and external environment and provides the guidelines for managing the various risks across the business.

12. DIRECTORS'' RESPONSIBILTY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3) (c) of the Companies Act, 2013 :

(i) In the preparation of the annual accounts for the year ended 31st March 2016, the applicable accounting standards have been followed along with proper explanation relating to material departures if any ;

(ii) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March 2016 and Profit and Loss and cash flow of the Company for the year ended on that date;

(iii) the Directors have taken proper and sufficient care for the maintenance of a adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safe guarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

(iv) the Directors have prepared the annual accounts of the Company on a ''going concern'' basis.

(v) the Directors, had laid down internal financial controls to be followed by the company and that such internal financial controls are reasonably adequate and operating effectively; and

(vi) the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are reasonably adequate and operating effectively.

BOARD MEETINGS, BOARD OF DIRECTORS , KEY

MANAGERIAL PERSONNEL & COMMITTEE OF DIRECTORS

i) NUMBER OF BOARD MEETINGS

The Board of Directors met 7 (Seven) times in the year 2015-16. The details of the board meetings and the attendance of the Directors are provided in the Corporate Governance Report.

ii) DIRECTORS:-

a) Resignation:- Mr.Vishal Vijay Gupta ,Director has resigned from the Board with effect from March 15,2016.

b) Appointment:- No appointment during the Financial Year

c) Re-appointment:- In accordance with the provisions of Section 152(6) and Article 121 of the Association of the Company Mr. T.Shivaraman will retire by rotation at the ensuing Annual General Meeting of the company and being eligible, offers himself for re-appointment. The Board recommends his re-appointment.

d) Key Managerial Personnel - Mr. K.V. Kasturi, was appointed as the Chief Financial Officer (CFO) of the Company with effect from 1st June 2015.

e) Independent Directors: - The Company has received from each independent directors of the Company under Section 149(7) of the Act, that they meet the criteria of independence as laid down in Section 149(6) of the Act.

f) Change in the Designation:-Mr.R.Sundarajan has been re-designated from Independent Director to Non-Executive Director during the year.

iii) BOARD COMMITTEE

The Company has following committees of the Board:

1. Audit Committee

2. Nomination & Remuneration Committee

3. Stakeholder''s Relationship Committee

4. Risk Management Committee

5. Investment/Borrowing Committee

The composition of each of the above committee, their respective role and responsibility is as detailed in the Report on Corporate Governance.

iv) RELATED PARTY TRANSACTIONS

All the related party transactions are entered on arm''s length basis and are in compliance with the applicable provisions of the Act and the Listing Agreement. There are no materially significant Related Party transactions made by the Company with Promoters, Directors or Key Management Personnel etc. which may have potential conflict with the interest of the company at large.

All Related Party Transactions are presented to the Audit Committee and the Board. A statement of all related party transactions is presented before the Audit Committee specifying the nature, value and terms and conditions of the transactions.

The Related Party Transactions Policy as approved by the Board is uploaded on the Company''s website at the Web Link: http://orientgreenpower.com/Companies-Act-and-SEBI-Compliance.asp.

The details of the transactions with Related Parties during the year, are provided in the accompanying financial statements.

v) VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company has a vigil mechanism named Fraud Risk Management Policy (FRM) to deal with instance of fraud and mismanagement if any. The details of the FRM Policy are given in the Corporate Governance Report.

vi) EVALUATION OF THE BOARD''S PERFORMANCE

In compliance with the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, the performance evaluation of the Board was carried out during the year under review. More details on the same are given in the Corporate Governance Report.

vii) REMUNERATION POLICY

The Company follows a policy on remuneration of Directors and Senior Management Employees. The policy is approved by the Nomination & Remuneration Committee and the Board. More details on the same are given in the Corporate Governance Report.

viii) RISK MANAGEMENT POLICY

The Company has in place a Risk Management Policy as per Regulations 21(4) of the SEBI (Listing Obligations and Disclosure Requirements) 2015. The policy provides integrated approach for managing the risks in various aspects of the business.

ix) POLICY ON PREVENTION OF SEXUAL HARASSMENT

The Company has always provided a congenial atmosphere for work to all the employees that is free from discrimination and harassment including sexual harassment. It has provided equal opportunities of employment to all without regard to their caste, religion, colour, marital status and sex. The Company has also framed a policy on "Prevention of Sexual Harassment" at workplace. There were no cases reported during the financial year under the said policy.

14) AUDITORS

a) Statutory Auditors

M/s Deloitte Haskins and Sells,(Registration No.008072S) Chartered Accountants, Chennai, Statutory Auditors of the Company had been appointed as Statutory Auditors of the Company as per Section 139 of the Companies Act, 2013 for a period of 3 years from the conclusion of Seventh Annual General Meeting till the conclusion of Tenth

Annual General Meeting, by the members at the Annual General Meeting held on August 12, 2014.

As per Section 139(1) of the Companies Act, 2013 the company shall place such appointment of the Statutory Auditors for ratification by members at ensuing annual general meeting.

Our comments on the financial statements referred to in the Auditors'' Reports are given below:

i). With regard to the Emphasis of Matters appearing in the Auditors'' report, your attention is drawn to the Notes forming part of the Standalone Financial Statements for the year which are self-explanatory.

ii). With regard to the comments of the Auditors'' in their Report on the Consolidated Financial Statements, our responses are given in the Notes to the Consolidated Financial Statements, which are self-explanatory.

b) Internal Audit

Internal Audit of the company is handled by an independent Chartered Accountant firm for evaluating the adequacy of internal controls and concurrently reviews majority of the transactions in value terms.

Independence of the firm and compliance is ensured by the direct reporting of the firm to the Audit Committee of the Board.

c) Secretarial Audit

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, the Company has appointed Dr.B.Ravi, Company Secretary in Practice to undertake the Secretarial Audit of the Company. The Report on the Secretarial Audit is annexed herewith as “Annexure -E“.

15) INSIDER TRADING

In compliance with the SEBI (Prohibition of Insider Trading) Regulations, 1992, as amended, your Company has instituted comprehensive Code titled as "Orient Green Power Company Limited Code of Conduct" which lays down guide lines and advises the Directors and Employees of the Company on procedures to be followed and disclosures to be made while dealing insecurities of the Company.

16) ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of The Companies (Accounts) Rule 2014, is annexed herewith as “Annexure-B “.

17) PARTICULARS OF EMPLOYEES

The statement containing particulars of employees as required under Section 197(2) read with Rule 5(2) of The Companies (Appointment and Remuneration of Managerial Personnel) Rule 2014 is annexed herewith as “Annexure C”

18) Extract of Annual Returns

The details forming part of the extract of the Annual Report in Form MGT -9 is annexed here with as “Annexure-D”.

19) ACKNOWLEDGEMENTS

Your Directors wish to express their appreciation for the assistance, support and cooperation extended by the Banks, Financial Institutions, Government Authorities, Customers, Suppliers and all Members during the year under review. Your Directors also wish to place on record their appreciation for the committed services by all employees of the Company.

For and on behalf of the Board

Place: Chennai S.Venkatachalam T.Shivaraman

Date: 18.05.2016 Managing Director Director


Mar 31, 2015

Dear Shareholders,

The Directors take pleasure in presenting the Eighth Annual Report together with the audited financial statements for the year ended March 31,2015.

The performance of the Company for the year ended 31st March 2015 is summarized below:

Rs.in Lakhs Standalone Consolidated Particulars 2014-15 2013-14 2014-15 2013-14

Sale and Other Income 6115.67 4,864.10 50,033.36 42,114.92

Profit / (Loss) before Depre ciation, (725.59) (529.46) 24,336.29 21,514.02 Interest and Tax

Interest 5462.72 4,840.05 28,588.60 26,515.72

Depreciation and Amortisation 1811.28 849.84 17,933.59 14,333.80

Exceptional item 15682.97 7,447.07 2098.13 1,825.15

Profit (Loss) before Tax (23,862.56) (13,666.42) (24,284.03)(21,160.66)

Less : Provision for Tax - - 421.29 36.20

Less : Provision for Deferred Tax - - (331.51) (418.29)

Minority Interest - - (1077.64) (2,014.89)

Profit / (Loss) for the period (23,862.56) (13,666.42) (23,296.17)(18,763.68)

PERFORMANCE REVIEW

While the business environment continued to be challenging during the year for the renewable energy business, your Company''s focus on improving the operational profile of both Wind and Biomass businesses has started yielding results in terms of both top line as well as operational margins. Increased capacities in both businesses supported by better tariffs and improved operational efficiencies contributed in maintaining the top line momentum. However, wind business in Tamil Nadu continued to be impacted through back down of machines due to the inability of the Tamil Nadu state utility to evacuate the entire generation from the wind mills in the state. During the year, the state utility has taken several measures including commissioning of the 400 kV line and substations besides other remedial measures which have led to improved grid availability as compared to the immediately preceding year. Besides, the wind capacities in Andhra Pradesh and Gujarat witnessed optimum machine and wind availability during the year leading to optimal utilization of the machines at these locations. During the year, your Company''s subsidiaries commissioned 10.2MW of additional wind capacities in the states of Andhra Pradesh and Tamil Nadu.

With regard to the biomass business, your Company has commissioned 20MW cogeneration based biomass plant in Maharashtra during the year and the total installed capacity of the biomass business stands at 106.5 MW. During the year, the units in the north, especially two units in Rajasthan delivered improved performance following the upward revision in tariff in the state. However, operations at one other unit continued to be suspended while the fourth unit faced intermittent shutdown due

to high fuel costs. The performance in Tamil Nadu remained somewhat mixed with two of the units recommencing operations at a more attractive tariff structure, while performance of the other two units remained subdued, mainly due to non-availability of feedstock in the monsoon session. However, all the four units continued to get Renewable Energy Certificates (REC) benefits during the year.

While the reintroduction of Generation Based Incentives (GBI) provided the much needed fillip to the wind business, REC trading continued to be sluggish in the exchanges mainly due to poor enforcement of Renewable Purchase obligations (RPO). The trading improved towards the close of the financial year through some initiatives done by the agencies concerned to enforce compliance. The government also extended the period of holding of REC from existing 735 days to 1095 days.

Your Company continued to pursue various refinancing initiatives during the year which has started yielding positive results in respect of certain high cost and short tenure loans and these have helped in improving cash flows during the year.

The Consolidated Sales and Other Income for the year under review was Rs.50,033.36 Lakhs (Rs.42,114.92 Lakhs). Profit before Interest, Depreciation, Tax and Exceptional items was at a level of Rs.24,336.29 Lakhs (Rs.21,514.02 Lakhs). Loss after Tax and Minority Interest was at Rs.23,296.17 Lakhs (Rs.18,763.68 Lakhs). The analysis of the performance and the state of the industry are discussed elsewhere in the report under "Management Discussion and Analysis".

Your Directors'' do not recommend any dividend in view of the losses incurred by the Company during the year.

CONSOLIDATED FINANCIAL STATEMENTS

As stipulated by Clause 32 of the Listing Agreement with the stock exchanges, the consolidated financial statements have been prepared by the company in accordance with applicable Accounting Standards. The Audited Consolidated financial statements together with Auditors'' Report form part of this Annual Report.

INITIAL PUBLIC OFFERING (IPO)

The Company had made an Initial Public Offering of 19,14,89,361 Equity Shares aggregating to Rs.90,000 Lakhs which was listed on Bombay Stock Exchange Limited and National Stock Exchange of India Limited on 8th October 2010.

As required under Clause 49 (IV) (D) of the Listing Agreement, the utilisation of the IPO proceeds are being reported in all the Quarterly results published by the Company after the same is

reviewed by the Audit Committee. Further, the Monitoring Report for the utilization of the IPO proceeds issued by the Monitoring Agency, i.e. Punjab National Bank is being placed before the Audit Committee for its review and approval on an half yearly basis. During the Financial year 2014-15, the Company has fully utilised the IPO Proceeds.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review, in terms of Clause 49 of the Listing Agreement is set out in this Annual Report.

SUBSIDIARIES

As at 31st March, 2015, your Company had a total of 21 subsidiaries and step down subsidiaries, the details of which are given elsewhere in the Annual Report under the relevant Sections. During the year, your Company divested its entire stake in one of the subsidiaries viz. Theta Wind Energy Private Limited.

A report on performance and financial position of each of the subsidiaries, associates and joint venture companies included in the consolidated financial statement is presented in a separate section in this Annual Report. Please refer (AOC-1) Annexure - D to the financial statements in the Annual Report.

The Financial statements of the subsidiary companies are kept for inspection by the shareholders at the Registered office of the Company. The Company shall provide free of cost, the copy of the financial statements of its subsidiary companies to the shareholders upon request.

DEPOSITS

The Company has not accepted any deposits either from the shareholders or public within the meaning of The Companies'' (Acceptance of Deposits) Rules, 2014 as amended.

DISCLOSURES UNDER THE COMPANIES ACT, 2013

i) Extract of Annual Return:-

The details forming part of the extract of the annual return is enclosed in Form MGT-9 as Annexure-C

ii) Number of Board Meetings

The Board of Directors met 6 (Six) times in the year 2014-15. The details of the board meetings and the attendance of the Directors are provided in the Corporate Governance Report.

iii) Change in Share Capital

During the year under review, the Authorised Share Capital of the Company has increased from Rs.600 (Six Hundred) Crores divided into 60,00,00,000 Equity Shares of Rs.10 each to Rs.800 (Eight Hundred) Crores divided into 80,00,00,000 Equity Shares of Rs.10 each and there is no change in the Paid up Share Capital of the Company.

iv) Composition of Audit Committee

The Board has constituted the Audit Committee which comprises of Mr. N. Rangachary as the Chairman and Mr. R. Sundara Rajan, Mr. R. Ganapathy and Mr. S. Venkat Ram as the members. More details on the committee are given in the Corporate Governance Report.

v) Related Party Transactions

All the related party transactions are entered on arm''s length basis and are in compliance with the applicable provisions of the Act and the Listing Agreement. There are no materially significant Related Party transactions made by the Company with Promoters, Directors or Key Managerial Personnel etc. which may have potential conflict with the interest of the company at large. During the year, the Board reviewed the Payment of Management Fees to one of the Promoters, Shriram Industrial Holdings Ltd and decided that the rate of Management Fee be maintained at Rs.30 Lakhs per month for a period of 3 (Three) years commencing from 1st April 2014 to 31st March 2017. The Members also approved the payment of Management Fee through Postal Ballot Process. This disclosure is being made as a matter of information.

All Related Party Transactions are presented to the Audit Committee and then on to the Board. A statement of all related party transactions is presented before the Audit Committee specifying the nature, value and terms and conditions of the transactions.

The Related Party Transactions Policy as approved by the Board is uploaded on the Company''s website at the Web Link:

http://www.orientgreenpower.com/

Disclosure of particulars of contracts/arrangements entered into by the company with related parties referred to in sub-section (1) of section 188 is enclosed as Annexure - E in Form AOC-2.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN MARCH 31, 2015 AND MAY 27, 2015 (DATE OF THE REPORT)

There were no material changes and commitments affecting the financial position of the Company between the end of the financial year (March 31,2015) and the date of the Report (May 27, 2015).

INTERNAL CONTROL SYSTEM

The Company has in place an adequate system of internal controls commensurate with its size, requirements and the nature of operations. These systems are designed, keeping in view the nature of activities carried out at each location and the various business operations. The company has documented a comprehensive internal control system manual for all the major processes to ensure reliability of financial reporting, timely feedback on achievement of operational and strategic goals, compliance with policies, procedures, laws and regulations, safeguarding of assets and economical and efficient use of resources. The formalised systems of control has been considered and found by the Board to be generally effective and in compliance as per Clause 49 of the Listing Agreement. The Company also has well documented Standard Operating Procedures (SOPs) for various processes which are periodically reviewed for changes warranted due to business needs.

The Internal Audit system monitors and evaluates the efficacy and adequacy of internal control systems in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company and its subsidiaries. Based on the report of internal audit, process owners undertake corrective action in their respective areas and thereby strengthen the controls. During the year, the Audit Committee met regularly to review reports submitted by the Internal Audit. All significant audit observations and follow-up actions thereon were reported to the Audit Committee. The Audit Committee also met the Company''s Statutory Auditors to ascertain their views on the financial statements, including the financial reporting system, compliance of accounting policies and procedures, the adequacy and effectiveness of the internal controls and systems followed by the Company.

Your Company also has a Risk Management Framework in place covering all critical areas of operation. This framework is reviewed periodically keeping in mind the business dynamics and external environment and provides the guidelines for managing the various risks across the business.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

Pursuant to Section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meeting of Board and its Powers) Rule 2014 and Clause 49 of the Listing Agreement, the Board of Directors had approved the Policy on Vigil Mechanism/Whistle Blower and the same was hosted on the website of the Company. The Policy inter-alia provides Whistle Blower, a direct access to the Chairman of the Audit Committee.

Your Company hereby affirms that no Director/employee has been denied access to the Chairman of the Audit Committee and that no complaints were received during the year.

The Whistle Blower Policy as approved by the Board is uploaded on the Company''s website at the Web Link:

http://www.orientgreenpower.com/

CORPORATE SOCIAL RESPONSIBILITY (CSR) :

In terms of Section 135 and Schedule VII of the Companies Act, 2013, the Board of Directors of your Company have constituted a CSR Committee. The Committee comprises of all Independent Directors. Since the average net profits of the company made during the three immediately preceding financial years was negative, the Company was not required to spend any money on CSR activities during the previous year.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

1. CESSATION

Mr. P Abraham has resigned from the Board with effect from 28th May 2014 due to personal reasons. The Board placed on record its appreciation for the valuable services rendered by him.

2. RETIREMENT BY ROTATION

In accordance with the provisions of Section 152(6) and Article 121 of the Articles of Association of the Company Mr. Vishal Vijay Gupta (DIN No.01913013) and Mr. Himraj Dang (DIN 02460794) will retire by rotation at the ensuing Annual General Meeting of the company and being eligible, offer themselves for re-appointment. The Board recommends their re-appointment.

3. APPOINTMENT

Ms. Savitha Mahajan (DIN No.06492679) has been appointed as an Additional Director (Independent) under

Section 161 of the Companies Act, 2013 with effect from November 13, 2014.

Ms. Savita Mahajan is a Deputy Dean at the Indian School of Business (ISB), Hyderabad, India. She has been associated with the ISB since its inception in 2001. She holds a degree in Economics from Delhi University and did her MBA from the Indian Institute of Management, Ahmedabad, in 1981. Since then, she has worked in several Indian organizations, including Maruti Udyog Limited, Bharat Technologies, Karvy Consultants, and Intergraph India and in diverse industry sectors, including automobiles, engineering, financial services and software. She is widely travelled and her professional interests include Strategic Management, Institutional Values, Leadership and Organizational Change. She has also carried out consulting and training assignments for corporations and development organizations, including GE Capital, the Planning Commission, the World Bank, and the Tibetan Government in exile, of His Holiness, the Dalai Lama. Ms. Savita Mahajan was featured in Business Today''s 2013 list of "30 Most Powerful Women in Indian Business. She is also an independent Director on the Board of IFCI Ltd, nominated by the Govt. of India.

As an Additional Director in the category of Independent Director of the Company, Ms. Savita Mahajan shall hold office upto the date of ensuing Annual General Meeting. The Company has received a notice as per the provisions of Section 160(1) of the Companies Act, 2013, from a member proposing her appointment as Director. The Board of Directors recommends her appointment.

Further details about the above directors are given in the Corporate Governance Report as well as in the Notice of the ensuing Annual General Meeting being sent to the shareholders along with Annual Report.

4. APPOINTMENT OF INDEPENDENT DIRECTORS

At the Annual General Meeting held on August 12 2014, the Members had appointed the existing Independent Directors Mr. R. Ganapathi and Maj. A.L.Suri as Independent Directors under the Act for a term upto 31st March 2019.

The Independent Directors have submitted the declarations of Independence as required pursuant to Section 149(7) of the Companies act, 2013, stating that they meet the criteria of Independence as provided in Sub Section (6). The profile of the Independent Directors forms part of the Corporate Governance Report.

EVALUATION OF THE BOARD''S PERFORMANCE

In compliance with the Companies Act, 2013 and Clause 49 of the Listing Agreement, the performance evaluation of the Board was carried out during the year under review. More details on the same are given in the Corporate Governance Report.

REMUNERATION POLICY

The Remuneration Policy of the Company comprising the appointment and remuneration of the Directors, Key Managerial Personnel and Senior Executives of the Company including criteria for determining qualifications, positive attributes, independence of a director and other related matters has been provided in the Corporate Governance Report.

DIRECTORS'' REPONSIBLITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3) (c) of the Companies Act, 2013 :

(i) In the preparation of the annual accounts for the year ended 31st March 2015, the applicable accounting standards have been followed along with proper explanation relating to material departures if any ;

(ii) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March 2015 and Profit and Loss and cash flow of the Company for the year ended on that date ;

(iii) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

(iv) the Directors have prepared the annual accounts of the Company on a ''going concern'' basis.

(v) the Directors had laid down internal financial controls to be followed by the company and that such internal financial controls are reasonably adequate and operating effectively; and

(vi) the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are reasonably adequate and operating effectively.

POLICY ON PREVENTION OF SEXUAL HARASSMENT

The Company has always provided a congenial atmosphere for work to all the employees that is free from discrimination and harassment including sexual harassment. It has provided equal opportunities of employment to all without regard to their caste, religion, colour, marital status and sex. The Company has also framed a policy on "Prevention of Sexual Harassment" at workplace. There were no cases reported during the financial year under review under the said policy.

AUDITORS

a) Statutory Auditors

M/s Deloitte Haskins and Sells, (Registration No. 008072S) Chartered Accountants, Chennai, Statutory Auditors of the Company had been appointed as Statutory Auditors of the Company as per Section 139 of the Companies Act, 2013 for a period of 3 years from the conclusion of Seventh Annual General Meeting till the conclusion of Tenth Annual General Meeting, by the members at the Annual General Meeting held on August 12, 2014.

As per Section 139(1) of the Companies Act, 2013, the company shall place such appointment of the Statutory Auditors for ratification by members at the ensuing annual general meeting.

Our comments on the financial statements referred to in the Auditors'' Reports are given below :

a) With regard to the Emphasis of Matter appearing in the Auditors'' Report, your attention is drawn to the Notes forming part of the Standalone Financial Statements for the year which are self-explanatory.

b) With regard to clause no. (ix) of the Annexure to the Auditors'' Report, due to ongoing project implementation during part of the year for one of the company''s projects, the company had taken some steps during the year which led to improvement in the settlement of debt obligations during the year. The company is taking further steps in consultation with the lenders in order to regularize the delays in the coming year.

c) With regard to the comments of the Auditors'' in their Report on the Consolidated Financial Statements, our responses are given in the Notes to the Consolidated Financial Statements, which are self-explanatory.

b) Internal Audit

Internal Audit of the company is handled by M/s.Sundar Srini & Sridhar & Co. an independent Chartered Accountant firm for evaluating the adequacy of internal controls and concurrently reviews majority of the transactions in value terms.

Independence of the firm and compliance is ensured by the direct reporting of the firm to the Audit Committee of the Board.

c) Secretarial Audit

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, the Company has appointed Dr. B. Ravi, Company Secretary in Practice to undertake the Secretarial Audit of the Company. The Report on the Secretarial Audit is annexed herewith as

Annexure - F.

CORPORATE GOVERNANCE

Corporate Governance is based on some fundamental and basic principles such as conducting the business with integrity and fairness, ensuring transparency in all the transactions, making all relevant disclosures as per the various Regulations in force and complying with all the laws of the land, ensuring accountability and responsibility in all dealings with the various stakeholders and commitment for conducting the business in an ethical and transparent manner.

Your Company is committed to achieving and maintaining these high standards of Corporate Governance and places high emphasis on business ethics. The Report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms part of the Annual Report.

The Company has laid down a well- defined Code of Conduct, which fairly addresses the issues of integrity, conflict of interest and confidentiality and stresses the need of ethical conduct, which is the basis of good governance. This Code of Conduct is applicable to all the members of the Board and the Senior Management Personnel. The declaration regarding compliance with Orient Green Power Company Limited - Code of Conduct and Ethics for all Board Members and Senior Management Personnel of the Company forms part of the Report on Corporate Governance.

The Company is complying with all the norms laid down by the Regulatory Authorities in all its functional areas. The Company Secretary is also the Compliance Officer under Clause 47 of the Listing Agreement entered into with the Stock Exchanges, to comply with various guidelines of Securities and Exchange Board of India and Stock Exchanges.

The Company is promptly submitting a "Quarterly Compliance Report on Corporate Governance" as per Clause 49 of the Listing Agreements with the Stock Exchanges.

As part of the good Corporate Governance, the Company ensures that all Investor Grievances are attended to and resolved in a timely manner as per the records maintained by our Registrar and Transfer Agent.

The certificate from the Statutory Auditors, M/s Deloitte Haskins and Sells, confirming compliance with the conditions of Corporate Governance as stipulated under Clause 49 is reproduced in a separate section elsewhere in the Annual Report.

INSIDER TRADING

In compliance with the SEBI (Prohibition of Insider Trading) Regulations, 1992, as amended, your Company has instituted a comprehensive Code titled "Orient Green Power Company Limited Code of Conduct" which lays down guidelines and advises the Directors and Employees of the Company on procedures to be followed and disclosures to be made while dealing in securities of the Company.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of The Companies (Accounts) Rule 2014, is annexed herewith as Annexure - A.

PARTICULARS OF EMPLOYEES

The Information required pursuant to Section 197 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rule 2014 in respect of employees of the Company is annexed herewith as Annexure - B.

ACKNOWLEDGEMENTS

Your Directors wish to express their appreciation for the assistance, support and cooperation extended by the Banks, Financial Institutions, Government Authorities, Customers, Suppliers and all Members during the year under review. Your Directors also wish to place on record their appreciation for the committed services by all employees of the Company.

For and on behalf of the Board

Place: Chennai S. Venkatachalam S. Srinivasan Date : May 27, 2015 Managing Director Director


Mar 31, 2013

Dear Shareholders,

The Directors are pleased to present the Sixth Annual Report along with the audited accounts for the financial yearended 31 st March 2013.

The performance of the Company for the year ended 31 st March 2013 is summarised below:

Rs. in Lakhs

Particulars Standalone Consolidated

2012-13 2011-12 2012-13 2011-12

Sale and Other Income 6,101.82 3,048.19 45,962.31 28,252.97

Profit before Depreciation, 199.65 248.08 21,110.13 9,320.75 Interest and Tax

Interest 1,791.90 534.33 18,917.20 10,758.05

Depreciation 380.87 251.34 11,002.03 6,608.29

Exceptional item 286.59 - 1,343.21 - Profit (Loss) before Tax (1,686.53) (537.59) (7,465.89) (8,045.59)

Less: Provision for Tax - - 444.54 (120.02)

Less: Provision for Deferred Tax - - 260.70 259.59

Minority share of loss - - 1182.34 1,257.32

Profit / (Loss) for the period (1,686.53) (537.59) (6,988.79) (6,927.84)

Performance Review

The year gone by continued to be challenging for both Biomass and Wind businesses both for operations as well as in project implementation. In the biomass operations of the company and its biomass subsidiaries, while the operations significantly improved in four of the plants located in Tamil Nadu through improved realisation, the company faced problems in the Rajasthan units due to low realisation and high cost of inputs. Yourcompany is taking various proactive steps to mitigate the impact of such cost increase and hopes to get the benefits of such initiatives in the coming years. In the wind business, revenues grew significantly on the back of increased capacities and realisation coupled with better wind availability and improved machine performance. The year also saw borrowing costs increase besides increase in borrowings due to expansion.

The Consolidated Sales and other income for the year under review was Rs.45,962.31 Lakhs (Rs.28,252.97 Lakhs) representing growth of 63 % overthe previous year mainly aided through incremental sales as a result of addition of capacity, improvement in sales realisation and robust income from sale of Renewable Energy Certificates. Consequently, Consolidated Profit before Interest, Depreciation and Tax was at a level of Rs.21,110.13 Lakhs as against Rs.9,320.75 Lakhs registering a growth of 126%. The Consolidated Loss after Tax before Minority Interest was at Rs.8,171.12 Lakhs as against loss after tax before Minority Interest of Rs.8,1 85.1 6 Lakhs in the previous year mainly on account of steep increase in interest costs and depreciation as a result of expansion. The analysis of the performance and the state of the industry are discussed elsewhere in the report under"Management Discussion and Analysis".

Your Directors have not recommended dividend in view of the losses incurred by the company during the year.

Initial Public Offering (IPO)

The Company had made an Initial Public Offering of 19,14,89,361 Equity Shares aggregating to Rs.90,000 Lakhs which was listed on Bombay Stock Exchange Limited and National Stock Exchange of India Limited on 8th October 2010.

As required under Clause 49 (IV) (D) of the Listing Agreement, the utilisation of the IPO proceeds are being reported in all the Quarterly results published by the Company after the same is reviewed by the Audit Committee. Further, the Monitoring Report forthe utilization of the IPO proceeds issued by the Monitoring Agency, i.e. Punjab National Bank is being placed before the Audit Committee for its review and approval on an half yearly basis.

Preferential Issue

The Board at its Meeting held on 22nd February 2013 approved of issuance of 10,00,00,000 fully paid up equity shares of face value of Rs.10/- each at a premium of Rs.5/- per share each on a preferential basis aggregating Rs.150 Crores to M/s. Shriram Industrial Holdings Limited. The Shareholders approval forthe above Preferential Issue was obtained through a Postal Ballot process on 26th March 2013.

Accordingly, the Company issued and allotted 10,00,00,000 fully paid up equity shares of face value of Rs.10/- each and at a premium of Rs.5/- each on a preferential basis to M/s. Shriram Industrial Holdings Limited on 06th April 2013 and these shares were listed on Bombay Stock Exchange Limited and National Stock Exchange of India Limited on 25th April 2013. The major part of the proceeds of the issue have been utilised for investment in the subsidiary which is executing the 300 MW wind project and part of the proceeds have been utilised for repaying high cost debt and for long term working capital in line with the objects of the issue.

Open Offer

Shriram Industrial Holdings Limited has acquired 7,12,69,846 equity shares of face value of Rs.10/- each, constituting 12.55% of the paid-up equity share capital of Orient Green Power Company Limited (the Company), pursuant to the open offer made to the public shareholders of the Company under the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 (Open Offer), and is in the process of completing the formalities of the Open Offer.

Depository System

Your Company''s Equity Shares are available in dematerialized form through The National Securities Depository Limited (NSDL) and The Central Depository Services (India) Limited (CDSL). As per the Securities and Exchange Board of India (SEBI) Circular No: Cir/ISD/3/2011 dated June 1 7, 2011 on "trading rules and shareholding in dematerialized mode", all Listed Companies have to achieve 100% of their promoters and promoter group''s holding in dematerialized form latest by quarter ended September 2011. Accordingly all the promoters shares of your Company are held in electronic mode and as at 31 st March 2013, 99.96 % of the Equity Shares of the Company were held in dematform.

Management Discussion and Analysis Report

Management Discussion and Analysis Report for the year under review, in terms of Clause 49 of the Listing Agreement with the Stock Exchanges is reproduced in a separate section elsewhere in the Annual Report.

Consolidated Financial Statements

In accordance with Accounting Standard AS-21 on Consolidated Financial Statements issued by the Institute of Chartered Accountants of India, the Audited Consolidated Financial Statements are provided as part ofthis Annual Report.

Subsidiaries

As at 31 st March, 2013, your Company had a total of 24 subsidiaries and step down subsidiaries the details of which are given elsewhere in the Annual Report under the relevant Sections. During the year, your Company divested its entire stake in one of the overseas subsidiaries, Powergen Lanka Pvt. Ltd.

The Ministry of Corporate Affairs, Government of India has vide Circular No. 2/2011 dated February 8, 2011 granted general exemption subject to fulfillment of certain conditions from attaching the Balance Sheet of the Subsidiaries to the Balance Sheet of the holding Company without making an application for exemption. Accordingly, the Company has passed necessary Board Resolution under Section 212 of the Companies Act, 1956, and is therefore exempted from attaching the Balance sheet, Profit and Loss Account and other connected schedules of the subsidiary companies with the Balance Sheet of the Company. However, financial information of the subsidiary companies is disclosed in the Annual Report. The Annual Accounts of these subsidiaries and related information will be made available to any member of the Company and is also available for inspection by any member of the Company.

Deposits

The Company has not accepted any deposits either from the shareholders or public within the meaning of The Companies'' (Acceptance of Deposits) Rules, 1977 as amended.

Directors

Mr. Frederick J Long resigned from the Board with effect from 30th May 2013. The Board wishes to place on record the service rendered by Mr. Frederick J Long as Directorof the Company during his tenure.

Mr. Himraj Dang was appointed as an Additional Director with effect from 30th May 2013.

The Company has received notice under Section 257 of the Companies Act, 1 956 proposing the appointment of Mr. Himraj Dang as Director liable to determination through retirement by rotation at the ensuing Annual General Meeting.

Mr. R. Ganapathi, Maj. Gen. A L. Suri (Retd.) and Mr. R Abraham, retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

Directors'' Responsibility Statement

Pursuant to the requirement under Section 21 7(2AA) of the Companies Act, 1956, with respect to Directors'' Responsibility Statement, it is hereby confirmed that:

(i) in the preparation of the annual accounts for the year ended 31st March, 2013, the applicable accounting standards issued by the Institute of Chartered Accountants of India read with the requirements set out under Schedule VI to the Companies Act, 1956, have been followed and there are no material departures from the same;

(ii) the Directors have selected such accounting policies and applied them consistently and made judgements 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 of the Loss of the Companyfortheyearended onthatdate;

(iii) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities; and

(iv) the Directors have prepared the annual accounts of the Company on a ''going concern'' basis.

Auditors and Auditors'' Report

M/s. Deloitte Haskins & Sells, (Registration No. 008072S) Chartered Accountants, Chennai, Statutory Auditors of the Company hold office until the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. It is proposed to re-appoint them as Statutory Auditors of the Company forthefinancial year2013-14.

The Company has received a letter from the Statutory Auditors to the effect that their re-appointment, if made, would be within the prescribed limits under Section 224(1 B) of the Companies Act, 1 956 and that they are not disqualified for reappointment within the meaning of Section 226 of thesaid Act.

"Our comments on financial statements referred to in the Auditor Reports under Section 21 7(3) of the Companies Act 1 956 are given below:"

a) With regard to the Emphasis of Matter appearing in the Auditors'' Report, your attention is drawn to the Notes forming part of the financial statements of the year which are self explanatory.

b) With regard to clause no. (xii) of the Annexure to the Auditors'' Report, due to ongoing project implementation which is still underway for two of the company''s projects, the company had delayed in payment of loan dues and partly has been paid subsequently and has applied to banks for more moratorium. This matter is under the consideration of the banks and on such favourable consideration by the banks and such delays shall be regularised since the projects are expected to become operational in the year 2013-14.

c) With respect to the comments of the Auditors in their Report on the Consolidated Audit Report, our responses are given in the Notes to the Financial Statements, which is self- explanatory.

Internal Control System

The Company''s internal control system comprises audit and compliance by in-house Internal Audit Division.

The Internal Audit Division independently evaluates the adequacy of internal controls and concurrently audits majority of the transactions in value terms.

Independence of the audit and compliance is ensured by the direct reporting of Internal Audit Division to the Audit Committee of the Board.

Cost Audit

As per the Companies (Cost Accounting Records) Rules 2011, the Company has filed the Cost Audit Report for the Financial Year 2011-12 in XBRL Format.

Mr. R. Sivasubramanian & Co, Cost Accountants (Registration No: 101349), Chennai, Cost Auditors of the Company are eligible for reappointment. It is proposed to re-appoint them as Cost Auditors of the Company for auditing the Company''s Cost Accounting records relating to Generation of Powerforthe financial year2013-14.

The Company has received a letter from the Cost Auditors to the effect that their reappointment, if made, would be within the prescribed limits under Section 224(1 B) of the Companies Act, 1 956 and that they are not disqualified for reappointment within the meaning of Section 226 of the said Act.

Corporate Governance

Corporate Governance is based on the principles such as conducting the business with integrity and fairness, ensuring transparency in all the transactions, making all relevant disclosures as per the various Regulations in force and complying with all the laws of the land, ensuring accountability and responsibility in all dealings with the stakeholders and commitment for conducting the business in an ethical and transparent manner.

Your Company is committed to achieving and maintaining high standards of Corporate Governance and places high emphasis on business ethics. The Report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms part of the Annual Report.

The Company has laid down a well-defined Code of Conduct, which fairly addresses the issues of integrity, conflict of interest and confidentiality and stresses the need of ethical conduct, which is the basis of good Governance. This Code of Conduct is applicable to all the members of the Board and the Senior Management Personnel. The declaration regarding compliance with Orient Green Power Company Limited - Code of Conduct and Ethics for all Board Members and Senior Management Personnel of the Company forms part of the Report on Corporate Governance.

The Company is complying with all the norms laid down by the Regulatory Authorities in all its functional areas. The Company Secretary is also the Compliance Officer under Clause 47 of the Listing Agreement entered into with the Stock Exchanges, to comply with various guidelines of Securities and Exchange Board of India and Stock Exchanges.

The Company is promptly submitting a "Quarterly Compliance Report on Corporate Governance" as per Clause 49 of the Listing Agreements with the Stock Exchanges.

As part of the good Corporate Governance, the Company ensures that all Investor Grievances are attended to and resolved in a timely manner as per the records maintained by our Registrar and Transfer Agent. During the period from 01.04.2012 to 31.03.2013, the Company received 43 complaints from the Shareholders and all such complaints have been resolved.

The certificate from the Statutory Auditors, M./s Deloitte Haskins and Sells, confirming compliance with the conditions of Corporate Governance as stipulated under Clause 49 is reproduced in a separate section elsewhere in the Annual Report.

Insider Trading

In compliance with the SEBI (Prohibition of InsiderTrading) Regulations, 1992, as amended, your Company has instituted a comprehensive Code titled as "Orient Green Power Company Limited Code of Conduct" which lays down guidelines and advises the Directors and Employees of the Company on procedures to be followed and disclosures to be made while dealing in securities of the Company.

Energy conservation, technology absorption and foreign exchange earnings and outgo

The particulars relating to energy conservation, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under Section 21 7(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are provided as "Annexure 1" to this Report.

Particulars of Employees

As required under the provisions of Section 21 7 (2A) of the Companies Act, 1956 read with the Companies (particulars of Employees) Rules, 1 975, as amended, the name and other particulars of the employees are set out in Annexure 2 to this Report.

Acknowledgement and Appreciation

Your Directors wish to express their appreciation for the assistance, support and cooperation extended by the Banks, Financial Institutions, Government Authorities, Customers, Suppliers and all Members during the year under review. Your Directors also wish to place on record their appreciation for the committed services by all employees of the Company.

For and on behalf of the Board

Date: 30th May, 2013

Place:

Registered Office:

4th Floor, Sigappi Achi Building,

18/3, Rukmini Lakshmipathi Road, R Krishnakumar R. Ganapathi

Egmore, Chennai - 600 008 Managing Director Director


Mar 31, 2012

The Directors are pleased to present the Fifth Annual Report along with the audited accounts for the financial year ended 31st March 2012.

The performance of the Company for the year ended 31st March 2012 is summarised below :

Rs. in Lakhs

Particulars Standalone Consolidated

2011-12 2010-11 2011-12 2010-11 Sale and Other Income 3,048.19 1,783.13 28,308.91 23,955.71

Profit / (Loss) before Depreciation, 253.86 796.84 9,326.71 11,987.81 Interest and Tax

Interest 540.11 115.61 10,764.01 5,835.96

Depreciation 251.34 14.22 6,608.29 4,203.31

Profit (Loss) before Tax (537.59) 667.01 (8,045.59) 1,948.54

Less: Provision for Tax - 146.00 (120.02) 344.65

Less: Provision for Deferred Tax - - 259.59 688.68

Extra ordinary Items

Minority Interest - - (1,257.32) (162.81)

Profit / (Loss) for the period (537.59) 521.01 (6,927.84) 1,078.02

Performance Review

The year under review has been quite challenging both for the Biomass and Wind businesses. Despite the multiple challenges faced by your Company during the year, OGPL made significant progress on implementation of its capacity addition / expansion plans as well as in Generation of Power in both businesses. The aggregate installed capacity at the end of Financial Year 2012 was 366 MW compared to 220 MW at the end of previous year. This comprised of 305 MW of Wind and 61 MW of Biomass capacity at end of Financial Year 2012 compared to 1 79.5 MW of wind capacity and 40.5 MW of biomass capacity at end of Financial Year 2011.

The Consolidated Sales and other income for the year under review was Rs.28,308.91 Lakhs (Rs.23,955.71 Lakhs) representing growth of 1 8% over the previous year mainly aided through incremental sales as a result of addition of capacity. Profit before Interest, Depreciation and Tax was at a level of Rs.9326.71 Lakhs as against Rs.11,987.81 Lakhs. Your Company has reported a Loss after Tax before Minority Interest of (Rs.81 85.1 6 Lakhs) as against profit after tax before Minority Interest of Rs.915.21 lakhs in the previous year.

Initial Public Offering (IPO)

You are aware that the Company made an Initial Public Offering of 19,14,89,361 Equity Shares aggregating to Rs.90,000 Lakhs which was listed on Bombay Stock Exchange Limited and National Stock Exchange of India Limited on 8th October 2010.

As required under Clause 49 (IV) (D) of the Listing Agreement, the utilisation of the IPO proceeds are being reported in all the Quarterly results published by the Company after the same is reviewed by the Audit Committee. Further, as required under Regulation 16 of the Securities Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulation 2011, the Monitoring Report for the utilization of the IPO proceeds issued by the Monitoring Agency, ie. Punjab National Bank is being placed before the Audit Committee for its Review and approval on an half yearly basis.

Depository System

Your Company's Equity Shares are available in dematerialized form through the National Securities Depository Limited (NSDL) and the Central Depository Services (India) Limited (CDSL). As per the Securities and Exchange Board of India (SEBI) Circular No:

Cir/ISD/3/2011 dated June 17, 2011 on "trading rules and shareholding in dematerialized mode", all Listed Companies have to achieve 100% of their promoters' and promoter group's holding in dematerialized form latest by quarter ended September 2011. Accordingly all the promoters' shares of your Company are held in electronic mode and as at 31st March 2012, 99.95 % of the Equity Shares of the Company were held in demat form.

Management Discussion and Analysis Report

Management Discussion and Analysis Report for the year under review, in terms of Clause 49 of the Listing Agreement with the Stock Exchanges is reproduced in a separate section elsewhere in the Annual Report.

Consolidated Financial Statements

In accordance with Accounting Standard AS-21 on Consolidated Financial Statements issued by the Institute of Chartered Accountants of India, the Audited Consolidated Financial Statements are provided as part of this Annual Report. Further, effective 1st April 2011, the accounts have been prepared in accordance with the Revised Schedule VI to the Companies Act, 1 956 which are applicable to the Company.

Subsidiaries

As at 31st March, 2012, your Company had a total of 24 subsidiaries and step down subsidiaries the details of which are given elsewhere in the Annual Report under the relevant Sections.

The Ministry of Corporate Affairs, Government of India has vide Circular No. 2/2011 dated February 8, 2011 granted general exemption subject to fulfillment of certain conditions from attaching the Balance Sheet of the Subsidiaries to the Balance Sheet of the holding Company without making an application for exemption. Accordingly, the Balance sheet, Profit and Loss Account and other connected schedules of the subsidiary companies are not being attached with the Balance Sheet of the Company. However, financial information of the subsidiary companies is disclosed in the Annual Report. The Annual Accounts of these subsidiaries and related information will be made available to any member of the Company and are also available for inspection by any member of the Company.

Dividend

Considering the implementation of the ongoing projects and significant expansion plans of your Company which require substantial investments, the Board of Directors think it prudent not to recommend declaration of dividend for the year.

Deposits

The Company has not accepted any deposits either from the shareholders or public within the meaning of The Companies' (Acceptance of Deposits) Rules, 1977.

Directors

Mr. R. Sundararajan, Mr. S. Venkat Ram and Mr. N. Rangachary, retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

Mr. S. Srinivasan was appointed as an Additional Director with effect from 1 3th February 2012 and Mr. Vishal Vijay Gupta was appointed as an Additional Director with effect from 26th May 2012.

The Company has received, notice under Section 257 of the Companies Act, 1956 proposing the appointment of Mr. S. Srinivasan and Mr. Vishal Vijay Gupta as Directors liable fo determination through retirement by rotation, at the ensuing Annual General Meeting.

Mrs. Vathsala Ranganathan and Mr. R. S. Chandra resigned from the Board with effect from 02nd March 2012 and 26th May 2012 respectively. The Board wishes to place on record the service rendered by Mrs. Vathsala Ranganathan and Mr. R. S. Chandra as Directors of the Company during theirtenure.

Directors' Responsibility Statement

Pursuant to the requirement under Section 21 7(2AA) of the Companies Act, 1956, with respect to Directors' Responsibility Statement, it is hereby confirmed that:

(i) in the preparation of the annual accounts for the year ended 31st March 2012, the applicable accounting standards issued by the Institute of Chartered Accountants of India read with the requirements set out under Schedule VI to the Companies Act, 1956, have been followed and there are no material departures from the same;

(ii) the Directors have selected such accounting policies and applied them consistently and made judgements 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 of the Loss of the Company for the year ended on that date;

(iii) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1 956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

(iv) the Directors have prepared the annual accounts of the Company on a 'going concern1 basis.

Auditors and Auditors Report

M/s. Deloitte Haskins & Sells, Chartered Accountants, Chennai, Statutory Auditors of the Company hold office until the conclusion of the ensuing Annual General Meeting and are eligible for reappointment. It is proposed to re-appoint them as Statutory Auditors of the Company for the financial year 2012-2013. The Company has received a letter from the Statutory Auditors to the effect that their reappointment, if made, would be within the prescribed limits under Section 224(1 B) of the Companies Act, 1956 and that they are not disqualified for reappointment within the meaning of Section 226 of the said Act.

The Auditor's Report is self explanatory and does not require any further comments under Section 21 7 (3) of the Companies Act, 1 956 except that:

a) With regard to Clause No.3 -of the Auditors' Report on Standalone Accounts, the Notes to the Accounts, especially Note No. 13 and the foot notes are self-explanatory.

b) With regard to Clause No.4 - of the Auditors' Report - on the Consolidated Financial -Statements, the Company recognises CER Revenue in respect of projects registered with UNFCCC for the actual electricity generated under a calculation methodology approved by UNFCCC applicable for the respective projects based on third party buyer term sheets for prices of CERs or management estimate, pending completion of verification report and certification. The management is confident of realising the amount due.

c) With regard to Clause No. 6 of the Auditors' Report on the Consolidated Financial Statements, it is clarified that in respect of the overseas subsidiary, Orient Green Power (Europe) B. V, Netherlands, the regulations in that country do not require preparation of consolidated financial statements and audit. Further, the revenues earned by this subsidiary are not material as compared to the overall revenues for the year.

Cost Audit

As per the Ministry of Corporate Affairs circular dated 02nd May 201 2andinpursuanceofSection224and 233 ( 1 ) (B) of the Companies Act 1956, Mr. R. Sivasubramanian, Cost Accountant (Registration Number 8321) was appointed as the Cost Auditor for auditing the Company's Cost Accounting records relating to Generation of Power for the Financial Year ended 31st March 2012.

Corporate Governance

Your Company is committed to achieving and maintaining high standards of Corporate Governance and places high emphasis on business ethics. The Report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms part of the Annual Report.

The declaration regarding compliance with Orient Green Power Company Limited - Code of Conduct and Ethics for all Board Members and Senior Management Personnel of the Company forms part of the Report on Corporate Governance.

The certificate from the Statutory Auditors, M/s. Deloitte Haskins & Sells, confirming compliance with the conditions of Corporate Governance as stipulated under Clause 49 is reproduced in a separate section elsewhere in the Annual Report.

Insider Trading

In compliance with the SEBI (Prohibition of Insider Trading) Regulations, 1992, as amended, your Company has instituted a comprehensive Code titled as "Orient Green

Power Company Limited Code of Conduct" which lays down guidelines and advises the Directors and Employees of the Company on procedures to be followed and disclosures to be made while dealing in securities of the Company.

Energy conservation, technology absorption and foreign exchange earnings and outgo

The particulars relating to energy conservation, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under Section 21 7(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are provided as Annexure 1 to this Report.

Particulars of Employees

As required under the provisions of Section 21 7 (2A) of the Companies Act, 1956 read with the Companies (particulars of Employees) Rules, 1 975, as amended, the name and other particulars of the employees is set out in Annexure 2 to this Report.

Acknowledgement and Appreciation

Your Directors wish to express their appreciation for the assistance, support and cooperation extended by the Banks, Financial Institutions, Government Authorities, Customers, Suppliers and all Members during the year under review. Your Directors also wish to place on record their appreciation for the committed services by all employees of the Company.

For and on behalf of the Board

Place: Chennai

Date: 29th May, 2012

Registered Office:

Sigappi Achi Building, 4th Floor,

18/3, Rukmini Lakshmipathi Road, R Krishnakumar R. Ganapathi

Egmore, Chennai - 600 008 Managing Director Director


Mar 31, 2011

Dear Shareholders,

The Directors are pleased to present the Fourth Annual Report along with the audited accounts for the financial year ended 31st March 2011. The performance of the company for the year ended 31s* March 2011 is summarised below :

Rs. in Lakhs

Standalone Consolidated

2010-11 2009-10 2010-11 2009-10

Sole and Other Income 1,783.13 563.80 23,955.01 6,321.91

Profit / (Loss) before Depreciation, 796.97 (630.98) 12,005.84 647.35

Interest and Tax

Interest 115.74 2.46 5,853.99 1,104.13

Depreciation 14.22 10.77 4,203.31 858.92

Profit (Loss) before Tax 667.01 (644.21) 1,948.54 (1,315.70)

Less : Provision for Tax 146.00 - 344.65 61.59

Less : Provision for Deferred Tax - - 688.68 (6.82)

Extraordinary Items - (387.14)

Minority Interest - - (162.81) (93.96)

Profit / (Loss) for the period 521.01 (644.21) 1078.02 (1,663.65)

Profit / (Loss) brought forward (1,089.03) (444.82) (1,231.45) 432.20

Adjustment on consolidation (417.08)

Loss carried to Balance Sheet (568.02) (1,089.03) (570.51)(1,2377.45)

Performance Review

The year under review has been a defining yearfor your company as it witnessed consolidation of both biomass and wind businesses. This was the first full year in respect of the wind business and this contributed significantly to consolidated revenues during the year. Your company has embarked on an ambitious expansion plan for consolidating its presence in biomass and wind businesses. In order to part finance the expansion plans, your company made an Initial Public Offer aggregating to Rs.900 Crores. During the year, the consolidated capacity of biomass plants rose to 40.5 MW and in respect of Wind business, it was at a level of 179.5 MW resulting in a combined capacity of 220 MW.

The Consolidated Sales and other income for the year under review was Rs.23,955.01 Lakhs (Rs.6321.91 Lakhs) representing growth of 371.6% over the previous year mainly aided through incremental sales as a result of expansion of capacity. Profit before Interest, Depreciation and Tax was at a level of Rs.1 2005.84 Lakhs as against Rs.647.35 Lakhs. Your company has reported a Profit after Tax before Minority Interest of Rs.915.21 Lakhs as against loss after tax before Minority Interest of Rs.1757.61 Lakhs in the previous year.

Initial Public Offering (IPO)

You Company made an Initial Public Offering (IPO) of Equity Shares aggregating to Rs.90,000 Lakhs.

Consequent to the allotment of 191,489,361 Equity Shares of Rs.10/- each at a premium of Rs.37/- per Equity Share on 5th October, 2010, the paid up capital of your company has increased to a level of Rs.46807.82 Lakhs. Your company's equity shares were listed on the Bombay Stock Exchange Ltd. and National Stock Exchange India Ltd. on 8th October, 2010.

The Board takes this opportunity to express its gratitude to all its investors for reposing faith in the company by subscribing to the issue.

Depository System

Your Company's Equity Shares are available in dematerialised form through National Securities Depository Limited (NSDL) and Central Depository Services (India) Ltd. (CDSL). As at 31st March 2011, 40.91% of the Equity Shares of the Company were held in dematform.

Management Discussion and Analysis Report

Management Discussion and Analysis Report for the year under review, in terms of Clause 49 of the Listing Agreement with the Stock Exchanges is reproduced in a separate section elsewhere in the Annual Report.

Consolidated Financial Statements

In accordance with Accounting Standard AS-21 on Consolidated Financial Statements issued by the Institute of Chartered Accountants of India, the Audited Consolidated Financial Statements are provided as part of this Annual Report.

Subsidiaries

As at 31 st March, 2011, your Company had a total of 21 subsidiaries and step down subsidiaries the details of which are given elsewhere in the Annual Report at the relevant sections.

The Ministry of Corporate Affairs, Government of India has vide Circular No. 2/2011 dated February 8, 2011 granted general exemption subject to fulfillment of certain conditions from attaching the Balance Sheet of the Subsidiaries to the Balance Sheet of the Company without making an application for exemption.

Accordingly, the Balance sheet, Profit and Loss Account and other documents of the subsidiary companies are not being attached with the Balance Sheet of the Company. Financial information of the subsidiary companies is disclosed in the Annual Report. The Annual Accounts of these subsidiaries and related detailed information will be made available to any member of the Company/its subsidiaries seeking such information at any point of time and are also available for inspection by any member of the Company/its subsidiaries at Registered office of the Company. The Annual Accounts of the said Subsidiaries will also be available for inspection, as above, at the Head Offices of the respective subsidiaries companies.

Dividend

Considering the significant expansion plans of your Company which require substantial investments, the Board of Directors think it prudent not to recommend declaration of dividend for the year.

Deposits

The company has not accepted any deposits either from the shareholders or public within the meaning of The Companies' (Acceptance of Deposits) Rules, 1977.

Directors

Mrs. Vathsala Ranganathan, Mr. R Ganapathi and Mr. Frederick J. Long , retire by rotation at the ensuing Annual General Meeting are being eligible, offer themselves for re-appointment.

Mr. R Krishnakumar was appointed as Managing Director of the Company under Section 198, 269, 309, 310 of the Companies Act, 1956 for a period of three years from 04th June 2008 to 03rd June 2011. The Board of Directors at their meeting held on 24th May 2011 have reappointed Mr. P Krishnakumar as the Managing Director of the Company for a further period of three years from 04th June 2011 to 03rd June 2014 and have revised his remuneration from the present limit of Rs.51 Lakhs to Rs.75 Lakhs with effect from 01st April 2011 and subject to the confirmation of the Shareholders at the ensuing Annual General Meeting of the Company and also Central Government if applicable.

Directors' Responsibility Statement

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Directors' Responsibility Statement, it is hereby confirmed that:

(I) in the presentation of the annual accounts for the year ended 31 st March 2011, the applicable accounting standards read with the requirements set out under Schedule VI to the Companies Act, 1956, have been followed and there are no material departures from the same ;

(ii) the Directors have selected such accounting policies and applied them consistently and made judgements 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 2011 and of the profit of the Company for the year ended on that date ;

(iii) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and together irregularities ; and

(iv) the Directors have prepared the annual accounts of the Company on a 'going concern' basis.

Auditors and Auditors Report

M./s Deloitte Haskins and Sells, Chartered Accountants, Statutory Auditors of the Company hold office until the conclusion of the ensuing Annual General Meeting and are eligible for reappointment. It is proposed to re-appoint them as Statutory Auditors of the company for the financial year 2011-2012. The members are requested to consider their appointment and authorise the Board of Directors to fix their remuneration. The auditors have, under Section 224 (1B) and Section 226 of the Companies Act, 1956, furnished certificate of their eligibility for the appointment.

The Company has received a letter from the Statutory Auditors to the effect that their reappointment, if made, would be within the prescribed limits under Section 224(1B) of the Companies Act, 1956 and that they are not disqualified for reappointment within the meaning of Section 226 of the said Act.

The Auditor's Report is self explanatory and does not require any further comments under section 217 (3) of the Companies Act, 1956 except that.

With regard to Clause No.4 of the Auditor's Report on the Consolidated Financial Statements, it is clarified that in respect of the overseas subsidiary, Orient Green Power (Europe) B.V. Netherlands, the regulations in that country do not require preparation of consolidated financial statements and audit. Further the revenues pertaining to this subsidiary are not material as compared to the total revenues for the year.

With regard to Clause No.6 of the Auditor's Report on the Consolidated Financial Statements, the Company recognizes CER Revenue in respect of projects registered with UNFCCC for the actual electricity generated under a calculation methodology approved by UNFCCC applicable for the respective projects based on third party buyer term sheets for prices of CER's or management estimate, pending completion of verification report and certification. The management is confident of realizing the amount due.

Corporate Governance

Your Company is committed to achieving and maintaining high standards of Corporate Governance and places high emphasis on business ethics. The Report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms part of the Annua I Report.

The declaration regarding compliance with OGPL - Code of Conduct and Ethics for all board members and senior management personnel of the company forms part of the Report on Corporate Governance.

The certificate from the Statutory Auditors, M./s Deloitte Haskins and Sells confirming compliance with the conditions of Corporate Governance as stipulated under Clause 49 is annexed hereto as "Annexure" and forms part of this Report.

Insider Trading

In compliance with the SEBI guidelines on Prevention of Insider Trading, your Company has instituted a comprehensive Code which lays down guidelines and advises the Directors and employees of the company on procedures to be followed and disclosures to be made while dealing in securities of the company.

Energy conservation, technology absorption and foreign exchange earnings and outgo

The particulars relating to energy conservation, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are provided as "Annexure A" to this Report.

Particulars of Employees

In terms of required under the provisions of Section 217 (2A) of the Companies Act, 1956 read with the Companies (particulars of Employees) Rules, 1975, as amended, there are no employee whose name and other particulars are required to be set out to this Report for the year.

Acknowledgement and Appreciation

Your Directors wish to express their appreciation for the assistance, support and cooperation extended by the Banks, Financial Institutions, Government Authorities, Customers, Suppliers and all Members during the year under review. Your Directors also wish to place on record their appreciation for the committed services by all employees of the Company.

For and on behalf of the Board

P. Krishnakumar R. Ganapathi

Managing Director Director

Place: Chennai

Date: 24th May, 2011