Directors Report of Gita Renewable Energy Ltd.

Mar 31, 2015

Dear Members,

The directors have pleasure in presenting 5th Annual report of the Company together with the financial statements for the year ended 31st March, 2015.

Financial Summary:

The financial highlights for the year under review are as follows:

(Amount in Rupees) Year Ended Year Ended PartlGularS 31.03.2015 31.03.2014

Sales - Net 4,12,71,545 4,43,68,280

Profit /(Loss) after Interest & Depreciation (2,16,15,891) (65,79,040)

Current Tax - 72,809

Deferred Tax (60,21,955) (23,06,774)

Prof it /(Loss) after Tax (1,55,93,936) (43,45,075)

Less: Taxation Adjustments of Previous Years (10,954) -

Add: Balance of Profit brought from previous year 2,93,22,023 72,77,098

Profit available for Appropriation (1,26,72,867) (2,93,22,023)

APPROPRIATIONS

Equity Dividend Proposed (Final) - -

Dividend Distribution Tax (Final) - -

Transfer to General Reserve - -

Balance Carried Forward (1,26,72,867) (2,93,22,023)

Company's performance:

Your Company is engaged in generation of power.

During the year, the turnover was Rs. 41,271,545 /- as against Rs. 44,368,280 /- for the previous year. The loss before tax was Rs. 21,615,891/- as against Rs. 6,579,040/- for the previous year. No transfer of profit to the General reserves under review.

Dividend:

The Board of Directors has not recommended any dividend for the financial year. (Previous year: NIL).

Management Discussion & Analysis:

A detailed analysis on the performance of the industry, the Company, internal control systems, risk management policy are provided in the Management Discussion and Analysis report and form enclosed as Annexure I.

Directors' responsibility statement:

In accordance with Section 134(5) of the Companies Act, 2013, your Board of Directors confirms that:

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) the directors had 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 at the end of the financial year and of the loss of the company for that period;

(c) the directors had 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;

(d) the directors had prepared the annual accounts on a going concern basis; and

(e) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Meetings of the Board:

During the year, Seven Board meetings were held under review.

Directors:

Mr.Sunil Kumar Singh was appointed as an Additional Director of the company with effect from February 26, 2015.

Ms.R.Saraswathi was appointed as a women Additional Director of the company with effect from March 31,2015.

Mr.R.Natarajan was appointed as the Chairman and Managing Director of the Company effective from March 31,2015.

The Board seeks members' confirmation for appointment of Ms.R.Saraswathi and Mr.Sunil Kumar Singh as directors and Mr.Natarajan as the Chairman and Managing Director of the company at the ensuing AGM of the company.

Mr.Vishal Bakshi resigned from the directorship effective from February 26, 2015.

Mr.Ravi Kumar Gupta resigned as Chairman and Managing Director of the company effective from March 31, 2015. The Board places its appreciation and thanks to Mr.Vishal Bakshi and Mr.Ravi Kumar Gupta for the services rendered during their tenure.

All the Independent Directors have given the declarations pursuant to Section 149(7) of the Act affirming that they meet the criteria of independence as provided in sub section (6).

Key Managerial Personnel (KMP):

Mr.V.Kumar was appointed as Chief Financial Officer (CFO) of the company effective from March 31,2015.

Particulars of employees and related disclosures:

In terms of the provisions of Section 197(12) of the Companies Act, 2013 read with Sub rules (1) to (3) of Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement is enclosed in Annexure II.

Corporate governance:

Your Company is compliant with the Corporate Governance guidelines as prescribed in Clause 49 of the Listing Agreement. Detailed report on the compliance and a certificate by the Statutory Auditors forms part of this report as Annexure III.

Auditors and Auditors' report:

M/s. Chaturvedi & Company, Chartered Accountants, Chennai, retires at the ensuing AGM of the Company and M/s. S.K.Gulecha & Associates, Chartered Accountants, Chennai be appointed as the Auditors of the company.

There are no qualifications, reservation or adverse remark or disclaimer made by the auditors in their report and thus the explanations or comments by the Board does not arise.

Particulars of loans, guarantees or investments by the company:

Details of loans, guarantees and investments covered under Section 186 of the Companies Act, 2013 are given in the Notes to the financial statements.

Particulars of contracts or arrangements with related parties:

Particulars of Contracts or Arrangements with Related Parties referred to in Section 188(1) of the Companies Act, 2013 is furnished in accordance with Rule 8(2) of the Companies (Accounts) Rules, 2014 in Form AOC - 2 as Annexure - IV.

Material Changes and Commitments:

There were no material changes and commitments affecting the financial position of the Company between the end of financial year (i.e.,March 31, 2015) and the date of the Report i.e., May 29, 2015).

Conservation of Energy, Technology absorption and Foreign Exchange Earnings & Outgo:

The information relating to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo, as required under section 134 (3) (m) of the companies Act,2013, read with the Companies (Accounts) Rules,2014, is given in Annexure V and forms part of this Report.

Annual return:

The details forming part of the extract of the Annual Return in form MGT-9 is enclosed and marked as Annexure VI.

Remuneration policy:

The remuneration policy of the company is provided in the corporate Governance report that forms an integral part of this report.

Secretarial Audit:

M/s.S.Dhanapal Associates, a firm of Company Secretaries, Chennai had been engaged for the services of Secretarial audit for the financial year 2014-15 pursuant to Section 204 of the Companies Act,2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014. The Secretarial audit report in FORM No.MR-3 is enclosed in Annexure VII. The company is taking necessary steps to comply.

Vigil Mechanism / Whistle Blower Policy:

The company has established a vigil mechanism for directors and employees to report genuine concerns pursuant to section 177 of the Companies Act,2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules 2014 and clause 49 of the Listing Agreement. Deposits:

During the year under review, your Company has not accepted any deposits.

Significant and material orders impacting the company:

There are no significant and material orders passed by the Regulators or Courts or Tribunals which would impact the going concern status of the Company.

Board evaluation:

An evaluation on the performance of the Board is provided in the corporate governance report that forms an integral part of this report.

Corporate social responsibility (CSR):

The company is not covered under section 135 of the Companies Act,2013 and formulation of CSR policy and constitution of a CSR committee did not arise.

CEO/ CFO certification:

Mr.R. Natarajan, Chairman and Managing Director and Mr.V. Kumar, Chief Financial Officer have certified to the Board in terms of under the Listing Agreement.

Acknowledgement:

Your directors place on record their great appreciation of the fine efforts of all Executives and Employees of the Company. Your directors also express their sincere thanks to various Departments of Central Government, Government of Tamilnadu, TNEB, State Bank of India, the Customers, shareholders and other stakeholders for continuing support and encouragement.

Place: Chennai For and on behalf of the Board of Directors Date: May 29, 2015 R. Natarajan. Chairman & Managing Director

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Mar 31, 2014

Dear Shareholders,

The Directors have pleasure in presenting the 4th Annual Report together with the Audited Accounts for the financial year ended 31st March 2014.

FINANCIAL HIGHLIGHTS :

The summarized Financial Results for the year ended 31st March 2014 and for the previous financial year ended 31st March 2013 are as under:

(Amount in Rs.) PARTICULARS Year Ended Year Ended 31.03.2014 31.03.2013

Revenue from Operations 44,368,280 62,269,625

Other Income 3,572,659 -

Total Revenue 47,940,939 62,269,625

Total Expenses 54,519,979 61,484,508

Profit after Interest & Depreciation(6,579,040) 785,117

Current Tax 72,809 149,604

Deferred Tax (2,306,774) 1,055,041

Profit after Tax (4,345,075) (419,528)

Add: Taxation Adjustments of Previous Years - -

Add: Balance of Profit brought from previous year - -

Profit available for Appropriation - -

APPROPRIATIONS

Equity Dividend Proposed (Final) - -

Dividend Distribution Ta x (Final) - -

Transfer to General Reserve - -

Balance Carried Forward - -

LISTING OF SHARES:

The Company has obtained an In-principle approval for listing of shares at Bombay Stock Exchange, Mumbai [BSE]. Securities Exchange Board of India (SEBI) also granted a relaxation of Rule 19(2)(b) of Securities Contract (Regulation) Rules, 1957. BSE''s approval for trading is pending.

DIVIDEND:

During the year, the Board of Directors has not recommended any dividend.

AUDITORS REPORT :

The observations made in the Auditors'' Report and Notes on accounts are self-explanatory and do not require any further explanations.

FIXED DEPOSITS :

The Company has not accepted any deposit during the year.

DIRECTORS :

There is no change in directorship.

AUDITORS:

The term of office of M/s. CHATURVEDI & COMPANY, Chartered Accountants, Chennai as Statutory Auditors of the Company will expire with the conclusion of 4th Annual General Meeting of the Company and the Auditors are eligible for appointment.

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

Particulars with respect to Conservation of Energy, Technology absorption and Foreign Exchange Earnings and Outgo as required under section 217 (1) (e) of the companies Act,1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is given in the Annexure I.

PARTICULARS OF EMPLOYEES:

In accordance with the provisions of section 217(2A) read with Companies (Particulars of Employees) Rules, 1975, the names and other particulars of employees are to be set out in the Directors Report, as an addendum thereto. However, as per the provisions of Section 219(1)(b)(iv) of the Companies Act,1956, the Report and accounts as therein set out, are being sent to all members of the Company excluding the aforesaid information about the employees. Any member, who is interested in obtaining such particulars about employees, may write to the Company at the Registered Office of the Company.

DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to requirements under Section 217 (2AA) of the Companies Act, 1956 with respect to

Directors Responsibility Statement, it is hereby confirmed that:

i) the applicable accounting standards have been followed in preparation of annual accounts for financial year ended 31st March, 2014 and proper explanations have been furnished relating to material departures;

ii) the accounting policies have been selected and applied consistently and reasonably and prudent judgments and estimates have been made so as to give a true and fair view of state of affairs of the Company at end of financial year and of loss of the Company for year under review;

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

iv) the annual accounts for financial year ended 31st March 2014 have been prepared on a going concern basis.

CORPORATE GOVERNANCE :

The Company has voluntarily established the various Clauses mandated in the Listing Agreement. Being the Company is in the process of Listing, the required disclosures of the Listing Agreement are not provided together with this report.

DEMATERIALISATION OF SHARES:

The company has entered into an agreement with National Securities Depository Ltd. (NSDL) and Central Depository Services Ltd. (CDSL) for dematerialization of the Company''s shares. Members are requested to hold their shares in demat form since it will help in easy trading in shares even though they are informed that holding of shares in demat form is not compulsory but only optional.

PERSONNEL:

Personnel relations with all employees remained cordial & harmonious throughout the year.

ACKNOWLEDGEMENT:

Your Directors place on record their great appreciation of the fine efforts of all Executives and Employees of the Company which was instrumental in achieving the financial results in a difficult year. Your Directors also express their sincere thanks to various Departments of Central Government, Government of Tamilnadu, TNEB, State Bank of India, the Customers, the Shareholders and other stakeholders for their support and assistance during the year and look forward their continuing support and encouragement in future.

For and on behalf of Board of Directors,

Date : 04.08.2014 RAVI KUMAR GUPTA Place : Chennai Chairman & Managing Director

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Mar 31, 2013

Dear Shareholders,

The Directors have pleasure in presenting the 3rd Annual Report together with the Audited Accounts for the financial year ended 31st March 2013.

FINANCIAL HIGHLIGHTS:

The summarized Financial Results for the year ended 31st March 2013 and for the previous financial year ended 31st March 2012 are as under:

(Rs. in Lakhs) PARTICULARS Year Ended Year Ended 31.03.2013 31.03.2012

Revenue from Operations 622.69 -

Total Revenue 622.69 -

totalal Expenses 614.84 -

Profit after Interest & Depreciation 7.85 (0.17)

Provision for Tax 1.49 -

Deferred Tax 10.55 -

profit after Tax (4.19) (0.17)

Add: Taxation Adjustments of Previous Years - -

Add: Balance of Profit brought from previous year - -

Profit available for Appropriation -

APPROPRIATIONS

Equity Dividend Proposed (Final) - -

Dividend Distribution Tax (Final) - -

Transfer to General Reserve - -

Balance Carried Forward - -

SCHEME OF ARRANGEMENT:

The Honourable High Court of Judicature at Madras vide its Order dated 04.01.2013 sanctioned the Scheme of Arrangement between Kanishk Steel Industries Limited ("Demerged Company"), Gita Renewable Energy Limited ("the Company" or "First Resulting Company") Chennai Ferrous Industries Limited ("Second Resulting Company") and their respective Shareholders under Section 391 to 394 of Companies Act, 1956 ("the Scheme"). Pursuant to the Scheme, the Power Division of Kanishk Steel Industries Limited has been vested with the Company, as a going concern basis. The Scheme became effect on 28.02.2013.

The Demerged Company fixed 05.04.2013 as Record date for ascertaining its Members who would be entitled to receive the shares as mentioned below:

- 1 (one) equity share in Gita Renewable Energy Limited of face value of Rs.10/- each as fully paid up for 7 (Seven) equity shares of Rs.10/- each fully paid up held in the Demerged Company;

Accordingly, the Board of Directors of the Company allotted 4062296 numbers of Equity Shares of Rs.10/- each fully paid up on 19.04.2013 pursuant to scheme. The cost of acquisition of Equity Shares in the Demerged Company and Resulting companies has been apportioned as follows: Kanishk Steel Industries Limited: 36.36%; Gita Renewable Energy Limited: 34.80% and Chennai Ferrous Industries Limited : 28.85%.

LISTING OF SHARES:

The Company has filed an application seeking listing of shares at Bombay Stock Exchange, Mumbai (BSE). Approval from BSE is expected shortly.

The information Memorandum filed with BSE is available in the Company''s website www.gitarenewable.com DIVIDEND:

Your Board of Directors has not declared any dividend for the year.

DIRECTORS:

During the year 2012-13, there is no change in directorship, under review. Mr.Ravi Kumar Gupta was designated as Chairman and Managing Director of the Company on 03.06.2013 and the Board of Directors seeks Members'' ratification at the ensuing Annual General Meeting.

Mr.Vishal Bakshi and Mr.C.K.Sharma were appointed as Additional Directors on 03.06.2013 and they are proposed to appoint as Directors of the Company at the ensuing Annual General Meeting.

Mr.Rajesh Kumar Gupta and Ms.Avantika Gupta resigned as Directors of the Company on 03-06-2013. The Board expresses its sincere thanks and appreciation for their services during their tenure.

AUDITORS'' REPORT:

The observations made in the Auditors'' Report and Notes on accounts are self-explanatory and do not require any further explanations.

FIXED DEPOSITS:

The Company has not accepted any deposit during the year.

AUDITORS:

M/s.CHATURVEDI & COMPANY, Chartered Accountants, Chennai retire at the conclusion of the ensuing Annual General Meeting and they are eligible for reappointment.

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

Particulars with respect to Conservation of Energy, Technology absorption and Foreign Exchange Earnings and Outgo as required under section 217 (1) (e) of the companies Act,1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are given in the Annexure I and form part of this report.

PARTICULARS OF EMPLOYEES:

For the year 2012-13 under review, the information required as per section 217(2A) of the Companies Act,1956 read with Companies (Particulars of Employees) Rules, 1975 as amended, about the particulars of employees is not provided as there are no employee who are in receipt of remuneration of more than Sixty lakhs rupees per financial year and Five Lakhs rupees per month.

DIRECTORS'' RESPONSIBILITY STATEMENT:

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

(i) the applicable accounting standards have been followed in preparation of annual accounts for financial year ended 31st March, 2013 and proper explanations have been furnished relating to material departures;

(ii) the accounting policies have been selected and applied consistently and reasonably and prudent judgments and estimates have been made so as to give a true and fair view of state of affairs of the Company at end of financial year and of loss of the Company for year under review;

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

(iv) the annual accounts for financial year ended 31st March 2013 have been prepared on a going concern basis.

DEMATERIALISATION OF SHARES:

The company has entered into an agreement with National Securities Depository Ltd. (NSDL) and Central Depository Services Ltd. (CDSL) for dematerialization of the Company''s shares. Members are requested to hold their shares in demat form since it will help for easy trading of shares. Holding of shares in demat form is not compulsory but only optional.

PERSONNEL:

Personnel relations with all employees remained cordial & harmonious throughout the year under review. Your Directors wish to place on record their deep appreciation to the efficient and loyal services rendered by all staffs and workman of the company.

ACKNOWLEDGEMENT:

Your Directors place on record their great appreciation of the fine efforts of all Executives and Employees of the Company. The Directors also express their sincere thanks to various Departments of Central Government, Government of Tamilnadu, TNEB, State Bank of India, State Bank of Patiala, Corporation Bank and other commercial Banks, the Customers, Shareholders and investors for their unstinted support and assistance during the year and look forward to their continuous support assistance and encouragement in future.

For and on behalf of Board of Directors of Gita Renewable Energy Limited,

Date : 6th August, 2013 RAVI KUMAR GUPTA Place: Chennai Chairman and Managing Director

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Mar 31, 2012

Dear Shareholders,

The Directors take pleasure in presenting the 2nd Annual Report of the Company together with the Audited accounts for the year ended 31st March 2012.

BUSINESS ACTIVITY

The Company is to carry on the business of Power Generation from Renewable sources.

CORPORATE RESTRUCTURING THROUGH SCHEME OF ARRANGEMENT:

The Company has filed its petition and looks forward to obtain the sanction of Hon''ble High Court of Judicature at Madras to the SCHEME OF ARRANGEMENT between Kanishk Steel Industries Limited ("Demerged Company"), Gita Renewable Energy Limited ("First Resulting Company ") and Chennai Ferrous Industries Limited ("Second Resulting Company") and their respective Shareholders under Section 391 to 394 of Companies Act, 1956.

DEPOSIT:

The Company has not accepted any deposits during the year.

DIRECTORS RESPONSIBILITY STATEMENT:

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

i. In the preparation of Annual Accounts for the year ended March 31st 2012, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

ii. The Directors had 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 at 31st March 2012;

iii. The Directors had 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 other irregularities;

iv. The Directors had prepared the annual accounts on a going concern basis.

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

The information relating to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo, as required 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, is given in Annexure-I and forms part of this Report.

PARTICULARS OF EMPLOYEES:

In accordance with the provisions of section 217(2A) read with Companies (Particulars of Employees) Rules, 1975, the names and other particulars of employees are to be set out in the Directors Report, as an addendum thereto. However, as per the provisions of Section 219(1 )(b)(iv) of the Companies Act, 1956, the Report and accounts as therein set out, are being sent to all members of the Company excluding the aforesaid information about the employees. Any member, who is interested in obtaining such particulars about employees, may write to the Company at the Registered Office of the Company.

AUDITORS:

M/s. CHATURVEDI & COMPANY, Chartered Accountants, [Firm Registration No: 302137E], Chennai, hold office till the conclusion of the ensuing Annual General Meeting and they are eligible for reappointment.

DIRECTORS:

The Board of Directors at their meeting held on 31.03.2012, appointed Ms.Avantika Gupta as an additional Director of your company pursuant to Section 260 of the Companies Act, 1956. Ms.Avantika Gupta holds office upto the date of this Annual General Meeting and is proposed to be appointed as Director at this Annual General Meeting.

Mr. Arvind Gupta resigned from Directorship effective from 31.03.2012. The Board places on record the invaluable services rendered by Mr. Arvind Gupta during his tenure as a Director of the Company.

ACKNOWLEDGEMENT:

Your Directors take this opportunity to offer their sincere thanks to various Departments of Central Government, Government of Tamilnadu, TNEB, Bankers, Customers, Shareholders, investors & all other business associates for their unstinted support and assistance and look forward to their continuing support and encouragement.

For and on behalf of Board of Directors

Date: 25.072012 RAJESH KUMAR GUPTA RAVI KUMAR GUPTA Place: Chennai Director Director