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Directors Report of Veer Energy & Infrastructure Ltd.

Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting their 34th Annual Report of the Company for the year ended 31st March, 2014.

FINANCIAL RESULT

PARTICULARS AS ON 31/03/2014 AS ON 31/03/2013 (AMOUNT. IN “000”) (AMOUNT. IN “000”)

Total Income (A) 6,60,063 8,18,765

Net Profit/ (loss) before tax (B) 30,152 72,502

Less: Provision for Taxation 6,457 14,203

Prior year adjustments 529 878

(B -C) 23,166 57,421

Add: Profit/(Loss) Brought forward from Last Year 1,46,534 94,074

1,69,700 1,51,494

Less: Appropriation - - Transfer to General Reserve

Proposed Dividend & Tax 4,993 4,960

Balance carried to Balance Sheet 1,64,707 1,46,534

DIVIDEND

Your Directors are pleased to recommend a dividend @ 6 Paise on Equity Share of Re.1/- each for the year ended 31st March, 2014, subject to approval of Members of the Company at the ensuing Annual General Meeting.

OPERATIONS

The main Business of the Company is to create infrastructure development facilities for the installation of Wind Turbine Generator. As one of the pioneer in this field, Your Company is very well positioned to take advantage of ever increasing demand for the renewable energy resources. In view of this development, Your Directors are hopeful to achieve better results in the coming years. Your Directors are also exploring the possibilities of starting operations in the state of Maharashtra, Gujarat and Rajasthan. During the current year, the company has commissioned 20.00 MW in Rajasthan. Total MW commissioned till date is 79.50 MW out of 79.5MW of total order in Rajasthan by March 2014. Whilst in Gujarat Site 8.5 MW has been commissioned. After great successful journey in Renewable Energy Projects Company have boosted it''s confident to enter in sector of Engineering and started its operations.

CORPORATE GOVERNANCE

Your Company has complied with the mandatory requirements of clause 49 of the listing agreement entered into with the Stock Exchange regarding the Corporate Governance for the Financial Year 2013- 2014. The compliance report along with Auditors Certificate is provided in the Corporate Governance Report annexed to this report.

PERFORMANCE

The turnover of the Company for the year under review is Rs. 65.95 Crores as against Rs. 81.24 Crores in the previous year which is due to change in Government Policy, your Directors are hopeful to improve the growth rate in turnover and profitability in current year.

Net Profit before tax for the year under review is Rs. 3.02 Crores as against Rs. 7.25 Crores in the previous year. Net Profit after tax and other provisions is higher at Rs. 2.37 Crores as against Rs. 5.83 Crores in the previous year.

FUTURE PROSPECTS

India is one of the developing countries, and the scope for improvement in India''s energy system is vast. India has the 5th largest power generation portfolio worldwide. Coal and gas are the popular sources and account for 58% and 9% share, respectively. The country has been rapidly adding capacity over the last few years with total installed power capacity growing to 223 GW in FY13 from 98 GW in FY 98. The country transitioned from being the world''s 7th largest energy consumer in 2000 to the 4th largest one within a decade. Economic growth and increasing prosperity, coupled with factors such as growing rate of urbanization, rising per capita energy consumption and widening access to energy in the country, are likely to push energy demand further in the country. The sector enjoys favourable regulatory policies, especially in the generation segment. The government has permitted 100% FDI, with no added requirement of procuring license to set up a power plant.

Wind Energy is where India competes globally in manufacturing and deployment in the present scenario. Wind has emerged as the most promising renewable energy source in India. As of March 2013, the country had an installed wind capacity of 19.1 GW, making it the world''s 5th largest wind energy producer. The Center for Wind Energy Technology (C-WET) has revised the estimated on-shore wind energy potential of the country from 49.1 GW (at 50 meter hub-height) to 102.8 GW (at 80 meter hub- height). While the estimated potential is concentrated in Gujarat, wind power installations are led by Tamil Nadu, followed by Gujarat and Maharashtra.

Today, it is well known fact that the people of Gujarat are the happiest when it comes to electricity. Anyone visiting Gujarat appreciates the stark difference in the quality of the electricity supply between Gujarat and rest of the country.

Gujarat has the benefit of plenty of land available for wind power generation mainly in the Kutch region. Industry experts said wind velocity in the range of 6-7 meters per second is best suitable for the wind power generation. This is available in Gujarat due to winds blowing from Arabian Sea and in desert area of Kutch.

PUBLIC DEPOSITS

The Company has not accepted any deposits from public during the year ended on 31st March 2014, in terms of the provisions of Section 58 A of the Companies Act, 1956.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the Accounting Standard AS-21 on Consolidated Financial Statements read with Accounting Standard AS-23 on Accounting for Investments in Associates and AS-27 on Financial Reporting of Interest in Subsidiaries, the audited Consolidated Financial Statements are provided in the Annual Report.

SUBSIDIARIES

The Balance Sheet, Statement of Profit and Loss and other documents of the subsidiary company is being attached with the Balance Sheet of the Company. The Consolidated Financial Statements presented by the Company include the financial results of its subsidiary company Veer Enterprise GmbH.

DIRECTORS'' RESPONSIBILITY STATEMENT

The Directors of the Company confirm pursuant to Section 217 (2AA) of the Companies Act, 1956 as under:

1) That in the preparation of the Annual Accounts, the applicable accounting standards have been followed along with the proper explanations relating to material departures.

2) That 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 true and fair view of the state of affairs of the Company at the end of the financial year and of the Profit or Loss of the Company for that period.

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

4) That the directors have prepared the annual accounts on a going concern basis.

AUDITORS & AUDITORS'' REPORT

M/s. Jayesh R. Shah & Co., Chartered Accountants, Mumbai, retire at the conclusion of the ensuing Annual General Meeting, and being eligible, has consented to act as the Statutory Auditors of the Company, if re-appointed. You are requested to appoint the Statutory Auditors for the Financial Year 2014-2015 and fix their remuneration.

Notes on Accounts referred to in the Auditors'' Report for the year are self-explanatory and therefore does not call for any further comment thereon.

CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING & OUTGO

Foreign exchange outgo - Rs. 2,52,030/- on account of investment in Subsidiary.

Considering the nature of the activities carried out by the Company, the other particulars specified in Section 217 (1) (e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, are not applicable for the year. However, constant endeavours are made to check power consumption and optimize the use of energy.

PARTICULARS OF EMPLOYEES

None of the employees, during the year under review or part of it has been drawn salary above limits specified under section 217 (2A) of the Companies Act 1956 read with the Companies (Particulars of Employees) Rules, 1975.

LISTING OF THE COMPANY''S SHARES

The Equity Shares of your Company are listed at The Stock Exchange - Mumbai. The Company has paid annual listing fees for the financial year 2014-15.

DEMATERIALISATION

As the Members are aware, the Company''s shares are tradable compulsorily in electronic format, your Company has established connectivity with Central Depository Services (India) Limited (CDSL) and National Securities Depository Limited (NSDL). In view of enormous advantages offered by the Depository system, Members are requested to avail the facility of dematerializations of the Company''s Shares on depositories as aforesaid.

ACKNOWLEDGMENTS

Your Directors acknowledges with gratitude and wish to place on records, their sincere appreciation for the support and co-operation received by the Company from the various Government authorities, bankers and Shareholders during the year.

By Order of the Board of Directors For Veer Energy & Infrastructure Limited

Sd/- Yogesh M. Shah Chairman & Managing Director

Place: Mumbai Date: 30th May, 2014


Mar 31, 2013

To, The Member of M/s. Veer Energy & Infrastructure Ltd.

The Directors have pleasure in presenting their 33rd Annual Report of the Company for the year ended 31st March, 2013.

FINANCIAL RESULT

PARTICULARS AS ON 31/03/2013 (AMOUNT. IN "000") AS ON 31/03/2012 (AMOUNT. IN "000")

Total Income (A) 8,18,765 7,24,155

Net Profit/ (loss) before tax (B) 72,502 72,086

Less: Provision for Taxation 14,203 29,856

Prior year adjustments 878 (4,205)

(B -C) 57,421 46,435

Add: Profit/(Loss) Brought forward from 94,074 54,599

Last Year 1,51,494 1,01,034

Less: Appropriation 2,000

Transfer to General Reserve

Proposed Dividend & Tax 4,960 4,960

Balance carried to Balance Sheet 1,46,534 94,074

DIVIDEND

Your Directors are pleased to recommend a dividend @ 6 paise on Equity Share of Re.1/- each for the year ended 31st March, 2013, subject to approval of Members of the Company at the ensuing Annual General Meeting.

OPERATIONS

The main Business of the Company is to create infrastructure development facilities for the installation of Wind Turbine Generator. As one of the pioneer in this field, Your Company is very well positioned to take advantage of ever increasing demand for the renewable energy resources. In view of this development, Your Directors are hopeful to achieve better results in the coming years. Your Directors are also exploring the possibilities of starting operations in the state of Maharashtra, Gujarat and Rajasthan. During the current year, the company has commissioned 28.90 MW in Rajasthan. Total MW commissioned till date is 59.30 MW out of 79.5MW of total order in Rajasthan by March 2013. The balance shall be commissioned in the year 2013-14

CORPORATE GOVERNANCE

Your Company has complied with the mandatory requirements of clause 49 of the listing agreement entered into with the Stock Exchange regarding the Corporate Governance for the Financial Year 2012- 2013. The compliance report along with Auditors Certificate is provided in the Corporate Governance Report annexed to this report.

PERFORMANCE

The turnover of the Company for the year under review is Rs. 81.24 Crores as against Rs.72.19 Crores in the previous year which in the opinion of the Directors are satisfactory as the power purchase policy by Gujarat State Government is favorable and encouraging to the industry, your Directors are hopeful to improve the growth rate in turnover and profitability in current year. Net Profit before tax for the year under review is Rs 7.25Crores as against Rs. 7.21 Crores in the previous year. Net Profit after tax and other provisions is higher at Rs.5.83 Crores as against Rs. 4.22 Crores in the previous year.

FUTURE PROSPECTS

India is one of the developing country, and the scope for improvement in India''s energy system is vast. Renewable energy currently makes up a negligible share (0.36%) of total primary commercial energy supply while 96.9% of such supplies come from fossil fuels and 2.76% from hydro and nuclear resources. The non-commercial combustible biomass and wastes which contributes to the extent of 24.5% of the total energy supplies are excluded in this balance.

Wind Energy is where India competes globally in manufacturing and deployment in the present scenario. With these the market grew to be third largest in the world riding on the success of strong policy and regulatory framework. In 2011, India surpassed 3,000 MW in annual installations. This marked a 138% growth over a two year horizon; a remarkable achievement in times of global economic depression.

Today, it is well known fact that the people of Gujarat are the happiest when it comes to electricity. Anyone visiting Gujarat appreciates the stark difference in the quality of the electricity supply between Gujarat and rest of the country.

Gujarat''s total installed wind power generation capacity stood at 3,010 MW in 2012-13. "Gujarat has the benefit of plenty of land available for wind power generation mainly in the Kutch region. Industry experts said wind velocity in the range of 6-7 meters per second is best suitable for the wind power generation. This is available in Gujarat due to winds blowing from Arabian Sea and in desert area of Kutch.

PUBLIC DEPOSITS

The Company has not accepted any deposits from public during the year ended on 31st March 2013, in terms of the provisions of Section 58 A of the Companies Act, 1956.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the Accounting Standard AS-21 on Consolidated Financial Statements read with Accounting Standard AS-23 on Accounting for Investments in Associates and AS-27 on Financial Reporting of Interest in Subsidiaries, the audited Consolidated Financial Statements are provided in the Annual Report.

SUBSIDIARIES

The Balance Sheet, Statement of Profit and Loss and other documents of the subsidiary company is being attached with the Balance Sheet of the Company. The Consolidated Financial Statements presented by the Company include the financial results of its subsidiary company Veer Enterprise GmbH.

DIRECTORS'' RESPONSIBILITY STATEMENT

The Directors of the Company confirm pursuant to Section 217 (2AA) of the Companies Act, 1956 as under:

1) That in the preparation of the Annual Accounts, the applicable accounting standards have been followed along with the proper explanations relating to material departures

2) That 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 true and fair view of the state of affairs of the Company at the end of the financial year and of the Profit or Loss of the Company for that period

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

4) That the directors have prepared the annual accounts on a going concern basis

AUDITORS & AUDITORS'' REPORT

Mr. Jayesh R. Shah & Co., Chartered Accountants, Mumbai, retire at the conclusion of the ensuing Annual General Meeting, and being eligible, has consented to act as the Statutory Auditors of the Company, if re-appointed. You are requested to appoint the Statutory Auditors for the Financial Year 2013-2014 and fix their remuneration.

Notes on Accounts referred to in the Auditors'' Report for the year are self-explanatory and therefore does not call for any further comment thereon.

CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING & OUTGO

Foreign exchange outgo – Rs. 13, 97,600/- on account of investment in Subsidiary

Foreign exchange outgo – Rs. 1,92,29,738/- on account of purchase of machineries for engineering division.

Considering the nature of the activities carried out by the Company, the other particulars specified in Section 217 (1) (e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, are not applicable for the year. However, constant endeavors are made to check power consumption and optimize the use of energy.

PARTICULARS OF EMPLOYEES

None of the employees, during the year under review or part of it has been drawn salary above limits specified under section 217 (2A) of the Companies Act 1956 read with the Companies (Particulars of Employees) Rules, 1975.

LISTING OF THE COMPANY''S SHARES

The Equity Shares of your Company are listed at The Stock Exchange – Mumbai. The Company has paid annual listing fees for the financial year 2013-14.

DEMATERIALISATION

As the Members are aware, the Company''s shares are tradable compulsorily in electronic format, your Company has established connectivity with Central Depository Services (India) Limited (CDSL) and National Securities Depository Limited (NSDL). In view of enormous advantages offered by the Depository system, Members are requested to avail the facility of dematerializations of the Company''s Shares on depositories as aforesaid.

ACKNOWLEDGMENTS

Your Directors acknowledges with gratitude and wish to place on records, their sincere appreciation for the support and co-operation received by the Company from the various Government authorities, bankers and Shareholders during the year.

By Order of the Board of Directors

For Veer Energy & Infrastructure Limited

Yogesh M. Shah

Chairman & Managing Director

Place: Mumbai

Date: 14th August, 2013


Mar 31, 2012

To The Members of M/s. Veer Energy & Infrastructure Ltd.

The Directors have pleasure in presenting their 32nd Annual Report of the Company for the year ended 31st March, 2012.

FINANCIAL RESULT

PARTICULARS AS ON 31/03/2012 AS ON 31/03/2011 (AMOUNT. IN "000") (AMOUNT. IN "000")

Total Income (A) 7,24,155 4,37,987

Net Profit/(loss) before tax (B) 72,086 51,996

Less: Provision for Taxation Prior Year 29,856 16,761 Adjustment (c)

4,205 (204)

(A B -C) 46,435 35,439

Add: Profit/(Loss) Brought forward from last year 54,599 26,119

1,01,034 61,559

Less: Appropriation 2000 2,000 Transfer to General Reserve

Proposed Dividend & Tax 4960 4,960

Balance carried to Balance Sheet 94,074 54,599

DIVIDEND

Your Directors are pleased to recommend a dividend @ 6 paise on Equity Share of Rs.1/- each for the year ended 31st March, 2012, subject to approval of Members of the Company at the ensuing Annual General Meeting

OPERATIONS

The main Business of the Company is to create infrastructure development facilities for the installation of Wind Turbine Generator. As a pioneer in this field, Your Company is very well positioned to take advantage of ever increasing demand for the renewable energy resources. Since recession in the international market and in our country is almost over. In view of this development, Your Directors are hopeful to achieve better results in the coming years. Your Directors are also exploring the possibilities of starting operations in the state of Maharashtra. During the current year, the company has commissioned 35MW in village Vinzalpur district Jamnagar and 20.40 MW out of 79.5MW in Rajasthan by March 2012.

CORPORATE GOVERNANCE

Your Company has complied with the mandatory requirements of clause 49 of the listing agreement entered into with the Stock Exchange regarding the Corporate Governance for the Financial Year 2011-2012. The compliance report along with Auditors Certificate is provided in the Corporate Governance Report annexed to this report.

PERFORMANCE

The turnover of the Company for the year under review is Rs. 72.19 crores as against Rs.43.32 crores in the previous year which in

the opinion of the Directors are satisfactory as the power purchase policy by Gujarat State Government. Is favorable and

encouraging to the industry, your Directors are hopeful to improve the growth rate in turnover and profitability in current year.

Net Profit before tax for the year under review is Rs 7.21crores as against Rs. 5.20 crores in the previous year. Net Profit after tax

and other provisions is higher at Rs. 4.22 Crores as against Rs. 3.52 crores in the previous year.

FUTURE PROSPECTS

India is perceived as a developing country, but it is developing at a pace that is not matched by many others. We have experienced significant economic growth. Yet the fact remains that our growth is constrained by energy supply and availability. Although we have seen an impressive increase in installed capacity addition, from barely about 1,350 MW at the time of independence (1947) to about 160,000 MW today, over 90,000 MW of new generation capacity is required in the next seven years.

Wind energy is where India competes globally in manufacturing and deployment in the present scenario. India has an installed capacity of over 11,000 MW in wind energy, and occupies the fifth position in the world, after USA, Germany, China and Spain. Our policy framework in wind energy generation is extremely investor- friendly, and an attractive tariff and regulatory regime provide a strong foundation for the growth of the sector.

Gujarat has enormous potential for wind power generation. The average velocity of wind in the state is just less than seven meters per second, which is very much suitable for wind power generation. Besides this, the state has the longest coast-line in the country and a desert in Kutch. This makes land availability for the wind power projects. Investor-friendly policies of the Government of Maharashtra and technical viability of demonstration projects have attracted private investment of more than Rs 11895 crores in the wind sector so far. Nearly 2309 MW of private wind power projects have been installed in the State upto Mar-2011.

The Rajasthan Government has adopted a new wind power policy to facilitate installation of wind energy plants of 3,000 MW capacity during the next three to four years and promote private investments in the sector through a slew of incentives and concessions. Nearly 2072 MW of wind power projects have been installed in the State upto Mar-2012.

Keeping all this scenario in mind and a rising demand for the renewable energy, company has planned to come up with 200MW project at Gujarat and is also planning to come up with 25MW in state of Maharashtra as there is huge potential in the Industries and there is huge demand.

PUBLIC DEPOSITS

The Company has not accepted any deposits from public during the year ended on 31st March 2012, in terms of the provisions of Section 58 A of the Companies Act, 1956.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the Accounting Standard AS-21 on Consolidated Financial Statements read with Accounting Standard AS-23 on Accounting for Investments in Associates and AS-27 on Financial Reporting of Interest in Subsidiaries, the audited Consolidated Financial Statements are provided in the Annual Report.

SUBSIDIARIES

The Balance Sheet, Profit and Loss Account and other documents of the subsidiary company is being attached with the Balance Sheet of the Company. The Consolidated Financial Statements presented by the Company include the financial results of its subsidiary company Veer Enterprise GmbH

DIRECTORS' RESPONSIBILITY STATEMENT

The Directors of the Company confirm pursuant to Section 217 (2AA) of the Companies Act, 1956 as under:

1) That in the preparation of the Annual Accounts, the applicable accounting standards have been followed along with the proper explanations relating to material departures

2) That 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 true and fair view of the state of affairs of the Company at the end of the financial year and of the Profit or Loss of the Company for that period

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

4) That the directors have prepared the annual accounts on a going concern basis

AUDITORS & AUDITORS' REPORT

Mr. Jayesh R. Shah & Co., Chartered Accountants, Mumbai, retire at the conclusion of the ensuing Annual General Meeting, and being eligible, has consented to act as the Statutory Auditors of the Company, if re-appointed. You are requested to appoint the Statutory Auditors for the Financial Year 2012-2013 and fix their remuneration.

Notes on Accounts referred to in the Auditors' Report for the year are self-explanatory and therefore does not call for any further comment thereon.

CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING & OUTGO

Foreign exchange outgo - Rs. 50,34,897/- on account of investment in Subsidiary

Considering the nature of the activities carried out by the Company, the other particulars specified in Section 217 (1) (e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, are not applicable for the year. However, constant endeavors are made to check power consumption and optimize the use of energy.

PARTICULARS OF EMPLOYEES

None of the employees, during the year under review or part of it has been drawn salary above limits specified under section 217 (2A) of the Companies Act 1956 read with the Companies (Particulars of Employees) Rules, 1975.

LISTING OF THE COMPANY'S SHARES

The Equity Shares of your Company are listed at The Stock Exchange - Mumbai. The Company has paid annual listing fees for the financial year 2012-13.

DEMATERIALISATION

As the Members are aware, the Company's shares are tradable compulsorily in electronic format, your Company has established connectivity with Central Depository Services (India) Limited (CDSL) and National Securities Depository Limited (NSDL). In view of enormous advantages offered by the Depository system, Members are requested to avail the facility of dematerializations of the Company's Shares on depositories as aforesaid.

ACKNOWLEDGMENTS

Your Directors acknowledges with gratitude and wish to place on records, their sincere appreciation for the support and co- operation received by the Company from the various Government authorities, bankers and Shareholders during the year.

By Order of the Board of Directors For Veer Energy & Infrastructure Limited

SD/- Yogesh M. Shah Chairman & Managing Director

Place: Mumbai Date: 23rd August, 2012


Mar 31, 2010

The Directors have pleasure in presenting their 30th Annual Report of the Company for the year ended 31 st March, 2010.

FINANCIAL RESULT PARTICULARS AS ON 31/03/2010 [AMOUNT.IN"000"] AS ON 31/03/2009 [AMOUNT IN "000"] Total Income (A) 3,38,450 2,07,009 Net Profit/ (loss) before tax(B) 55,084 30,518 Less: Provision for Taxation Prior Year 21,938 9,283 Adjustment (c)(A+B-C) 33,146 21,235 Add: Prof h/(Loss) Brought forward from 11 235 Last Year 33,157 21,670 Less: Appropriation 3,500 2,500 Transfer to General Reserve Proposed Dividend & Tax 3,538 2,359 Balance carried to Balance Sheet 26,119 16,811

DIVIDEND

Your Directors are pleased to recommend a dividend @ 6 paise on Equity Share of Rs.l/- each for the year ended 31st March, 2010, subject to approval of Members of the Company at the ensuing Annual General Meeting

OPERATIONS

The main Business of the Company is to create infrastructure development facilities for the installation of Wind Turbine Generator. As a pioneer in this field, Your Company is very well positioned to take advantage of ever increasing demand for the renewable energy resources. Since recession in the international market and in our country is almost over, your Directors have decided to embark upon major expansion by installing 5.1 MW plants for which the Company has already acquired 16 acres of land and started implementation of the project by installing Two WTG of 225 KW at the site. In view of this development, Your Directors are hopeful to achieve better results in the coming years. Your Directors are also exploring the possibilities of starting operations in the state of Tamilnadu and Maharashtra. During the current year, the Company has decided to develop Wind Farm Infrastructure in Gujarat up to 200MW in 3 to 4 phases against this; the company has already proceeded to develop 50MW infrastructure in Bhavnagar District and another 25MVV infrastructure in Kutch District Gujarat. The Board of Directors is hopeful to complete this project on or before 30/09/2010. Another 50Mw is planned to be completed on or before 31/03/2011.

The company has also decided to develop its own Wind Farm for 5.1 MW in Gujarat and out of this the company has successfully installed and completed 1.35MW in Kutch District during the year. Balance 3.75MW project will be completed before 31/03/2011 In order to secure necessary finance for above project, the company has decided to raise long term finance from different sources like banks, financial institutions, QIB & QIP and necessary resolution is placed before the members for their approval.

CORPORATE GOVERNANCE

Your Company has complied with the mandatory requirements of clause 49 of the listing agreement entered into with the Stock Exchange regarding the Corporate Governance for the Financial Year 2009-10. The compliance report along with Auditors Certificate is provided in the Corporate Governance Report annexed to this report.

PERFORMANCE

The turnover of the Company for the year under review is Rs. 33.82 crores as against Rs.20.70 crores in the previous year which in the opinion of the Directors are satisfactory as the power purchase policy by Gujarat State Government. Is favorable and encouraging to the industry, your Directors are hopeful to improve the growth rate in turnover and profitability in current year. Net Profit before tax for the year under review is Rs 5.51 crores as against Rs. 3.05 crores in the previous year registering a robust increase of 58%. Net Profit after tax and other provisions is higher at Rs.3.31 Crores as against Rs. 2.12 crores in the previous year.

FUTURE PROSPECTS

Your Directors are confident of achieving higher growth and profitability and are planning to raise necessary funds for long term capital expenditure and enhanced working capital requirement for which necessary approvals of the Members are being sought under section 81( 1) (a) of the Companies Act.1956.

PUBLIC DEPOSITS

The Company has not accepted any deposits from public during the year ended on 31st March 2010, in terms of the provisions of Section 58 A of the Companies Act, 1956.

DIRECTORS

The Board has appointed Mr. Ravindra Joshi, Mr. Joseph Tauro Mr. Dhimant Shah and Mr.Bhavin Shah as the Additional Directors on the Board of the Company.

Mr. Pankaj M. Choksi ceases to hold the office as director.

The Company has received notices for appointment of Mr. Ravindra Joshi, Mr. Joseph Tauro Mr. Dhimant Shah and Mr. Bhavin Shah for the office of the Director.

DIRECTORS RESPONSIBILITY STATEMENT

The Directors of the Company confirm pursuant to Section 217 (2AA) of the Companies Act, 1956 as under:

1) That in the preparation of the Annual Accounts, the applicable accounting standards have been followed along with the proper explanations relating to material departures

2) That 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 true and fair view of the state of affairs of the Company at the end of the financial year and of the Profit or Loss of the Company for that period

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

4) That the directors have prepared the annua] accounts on a going concern basis AUDITORS & AUDITORS REPORT

Mr. Jayesh R. Shah & Co., Chartered Accountants, Mumbai, retire at the conclusion of the ensuing Annual General Meeting, and being eligible, has consented to act as the Statutory Auditors of the Company, if re-appointed. You are requested to appoint the Statutory Auditors for the Financial Year 2010-2011 and fix their remuneration.

Notes on Accounts referred to in the Auditors Report for the year are self-explanatory and therefore does not call for any further comment thereon.

CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING & OUTGO Foreign exchange outgo - Nil

Considering the nature of the activities carried out by the Company, the other particulars specified in Section 217 (1) (e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, are not applicable for the year. However, constant endeavors are made to check power consumption and optimize the use of energy. PARTICULARS OF EMPLOYEES

None of the employees, during the year under review or part of it has been drawn salary above limits specified under section 217 (2A) of the Companies Act 1956 read with the Companies (Particulars of Employees) Rules, 1975. LISTING OF THE COMPANYS SHARES

The Equity Shares of your Company are listed at The Stock Exchange - Mumbai. The Company has paid annual listing fees for the financial year 2009-10 DEMATERIALISATION

As the Members are aware, the Companys shares are tradable compulsorily in electronic format, your Company has established connectivity with Central Depository Services (India) Limited (CDSL) and National Securities Depository Limited (NSDL). In view of enormous advantages offered by the Depository system, Members are requested to avail the facility of dematerializations of the Companys Shares on depositories as aforesaid. ACKNOWLEDGMENTS

Your Directors acknowledges with gratitude and wish to place on records, their sincere appreciation for the support and co- operation received by the Company from the various Government authorities, bankers and Shareholders during the year.

By Order of the Board of Directors For Veer Energy & Infrastructure Limited SD/- Yogesh M. Shah Place: Mumbai Chairman& Managing Director Date: 30th April, 2010

 
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