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Directors Report of Indosolar Ltd.

Mar 31, 2018

DIRECTORS REPORT

The Board has pleasure in presenting the (13th) Thirteen Annual Report on business and operations of the Company for the year ended 31st March 2018.

1.Â FINANCIAL HIGHLIGHTS

PARTICULARS	YEAR ENDED	YEAR ENDED
PARTICULARS	31-03-2018	31-03-2017
Revenue from operations (A)	31,412.37	44,231.09
Other income (B)	431.15	297.44
Operating expenditure (C)	33,551.24	36,779.91
Earnings before Interest, tax, depreciation and amortisation (EBITDA) [D=A+B-C]	(1,707.72)	7,748.62
Finance Cost (E)	5,351.94	10,614.91
Depreciation and amortization expense (F)	2,810.58	2,912.50
Profit /(Loss) before exceptional items and tax [G=D-E-F]	(9,870.24)	(5,778.79)
Exceptional Items [Profit/fLoss)] (H)	(6,410.96)	â
Profit /(Loss) before tax [I=G-H]	(16,281.20)	(5,778.79)
Provision for Taxation (J)	2.32	14.23
Proffl/{ Loss) after tax [K=kJ]	(16,283.52)	(5,793.02)

2) PERFORMANCE REVEW

During the year under review, the Company achieved turnover of Rs. 31,412.37 lakhs as compared to Rs. 44,231.09 lakhs in the previous year. The Earnings before interest, tax, depreciation and amortisation (" EBITDA") of Rs. (1,707.72) lakhs in the financial year 2017-18 as compared to Rs. 7,748.62 lakhs in the previous year.

Your Directors feel that the Company will be seeing a turn around in the financial year 2018-19 keeping in view the certain measures taken or expected to be taken by the Government to support of the domestic manufacturers in India viz. Central Public Sector Undertakings "CPSU" Scheme to replace the Domestic Content Requirement "OCR" Policy, viability gap funding policy etc.

3. RESERVES AND SURPLUS

During the year under review, the Company has not transferred any amount to general reserves due to losses incurred.

4. DIVIDEND

Due to non-availability of profit, the Board does not recommend any dividend for the year ended 31st March 2018.

5. QUALITY

Your Company has implemented International Quality Management System based oft the requirement of ISO 9001:2015. The Company has established, implemented and maintaining a Quality Management System. During this year, ISO 14001 surveillance was carried out by TUV Nord and the auditors recommended the continuation of the ISO 9001:2015. Apart from the above, your Company is also OHSAS-18001:2007 and ISO-14001:2015 certified.

Your Company had also taken various initiatives during the year for ISO awareness like ISO Audits, ISO Awareness sessions, specially week observations(POI) point of improvement, NCRs (NON Conformities) safety week which enhances the three values viz., Integrity, Quality and Safety.

6. FIXED DEPOSITS

During the year under review, the Company has not accepted any fixed deposit within the meaning of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 and no amount of principal or interest is outstanding as on the balance sheet closure date.

7. STATUS OF PRESENT CAPACITY UTILIZATION

In view of the market viability over Solar Industry, the Company is expected that the full utilization of capacity will be used by end of the financial year 2018-19.

8. NUMBER OF MEETINGS OF THE BOARD

Six (6) meetings of the board were held during the year. For details of the meetings of the board, please refer to the point no. 2 of the Corporate Governance Report, which forms part of this Report. The intervening gap between any two consecutive Board Meetings did not exceed 120 days.

9. DIRECTORS AND KEY MANAGERIAL PERSONNEL

Directors

The Independent Directors of the Company have given a declaration confirming that they meet the criteria of Independence as prescribed under Section 149(6) of the Companies Act, 2013 ("the Act") and the SEBI (Listing Regulations and Disclosure Requirements) Regulations, 2015.

Mr. Hulas Rahul Gupta [DIN: 00297722], Managing Director liable to retire by rotation at the ensuing Annual General Meeting and being eligible has offered himself for the re-appointment. The Board of Directors recommended his reappointment for the consideration of the shareholders in ensuring Annual General Meeting. A brief profile and other details as required under Regulation 36 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are provided in the Notice of 13th Annual General Meeting of the Company. However, there was no change in the board of the company during the financial year.

Key Managerial Personnel

During the year, there was no change in Key Managerial Personnel. Pursuant to the provision of Companies Act, 2013, the key managerial personnel of the Company are Mr. Hulas Rahul Gupta, Managing Director and Mr. Anand Kumar Agarwal, Chief Financial Officer. However, Mr. Manish Gupta, Company Secretary of the Company has resigned with effect from 14th May 2018 after close of financial year.

10. BOARD EVALUATION

The board of directors has carried out an annual evaluation of its own performance, board committees and individual directors pursuant to the provisions of the Act and the corporate governance requirements as prescribed by Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations 2015 ("Listing Regulations").

The performance of the board was evaluated by the board after seeking inputs from all the directors on the basis of the criteria such as the board composition and structure, effectiveness of board processes, information and functioning, etc.

The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc.

The board and the nomination and remuneration committee reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc.

In a separate meeting of independent directors, performance of non-independent directors, performance of the Board as a whole and performance of the Chairman was evaluated, taking into account the views of executive directors and non-executive directors. The same was discussed in the board meeting that followed the meeting of the independent directors, at which the performance of the board, its committees and individual directors was also discussed. Performance evaluation of independent directors was done by the entire board, excluding the concerned independent director being evaluated.

11. REMUNERATION POLICY

The Nomination and Remuneration Committee of the Company leads the process for Board Appointment in accordance with the requirements of the Companies Act, 2013, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and other applicable regulations or policy guidelines.

The policy for determining the remuneration for Directors, Key Managerial Personnel & other employees Is available on website of the Company l.e. http:7Avww.indosolar.co.ln/lmages/pdf file NOMINATION % 20 AND % 20 REMUNERATION %20 POLICYpdf.

12. EXTRACT OF THE ANNUAL RETURN

The extract of Annual Return in Form MGT -9 as required under Section 134(3)(a) of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014 is given in Annexure -1 to this Report.

13. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH THE RELATED PARTIES REFERRED THE COMPANIES ACT, 2013

None of the transactions entered into by the company with related parties during the financial year 2017-18 falls under the scope of section 188(1) of the Companies Act, 2013. Information on transactions with related parties pursuant to section 134{3)(h) of the Companies Act, 2013 read with rule 8(2) of the Companies (Accounts) Rules, 2014 are given in Annexure II in Form AOC-2 and the same forms part of this Report.

However, omnibus approval is obtained from the Audit Committee for the related party transactions which are unforeseen and repetitive in nature.

14. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

During the financial year 2017-18, the Company has not given loans, guarantees/surety or investment as described under Section 186 of the Companies Act, 2013.

15. DETAIL OF SUBSIDARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

There is no subsidiary, joint venture or associate of the Company during the Financial Year 2017-18.

16. AUDIT COMMITTEE

The details pertaining to composition of audit committee are included in the point no. 3 of the Corporate Governance Report, which forms part of this Report The intervening gap between any two consecutive Audit Committee Meetings did not exceed 120 days.

17. CORPORATE SOCIAL RESPONSIBILITY (CSR)

Due to the continued losses incurred by the Company, the CSR provisions of Companies Act, 2013 are not applicable.

18. CHANGES IN CAPITAL STRUCTURE

During the year ended 31st March, 2018, the Company has increased its authorised share capital from Rs. 500,00,00,000 (Rupees Five Hundred Crores) divided into 40,00,00,000 (Forty Crores) Equity Shares of Rs. 10/- (Rupees Ten) each and 10,00,00,000 (Ten Crores) Preference Shares of Rs. 10/- (Rupees Ten) each to Rs. 1000,00,00,000 (Rupees One Thousand Crores) divided into 50,00,00,000 (Fifty Crores) Equity Shares of Rs. 10/- (Rupees Ten) each and 50,00,00,000 (Fifty Crores) Preference Shares of Rs. 10/- (Rupees Ten) each.

During the year ended 31st March, 2018 the Company has allotted 87,31,617 (Eighty Seven Lakhs Thirty One Thousand Six Hundred Seventeen) equity shares of face value of Rs. 10/-each (the "Equity Shares") at a price of Rs. 10.88 per share upon conversion of 9,500,000 compulsorily convertible preference shares 'CCPS'.

During the year ended 31st March, 2018 the Company has allotted 52,05,499 (Fifty Two Lakhs Five Thousand Four Hundred Ninety Nine) equity shares of face value of Rs. 10/- each (the "Equity Shares"), at a price of Rs. 10/- (Rupees Ten only) to M/s Greenlite Lighting Corporation (the "Investor"). Promoter Group on a preferential basis, against conversion of unsecured loan of Rs. 5,20,54,995 (Rupees Five Crore Twenty Lakhs Fifty Four Thousand Nine Hundred Ninety Five Only) taken by the Company from M/s Greenlite Lighting Corporation in lieu of equity shares invoked by lender.

During the year ended 31st March, 2018 the Company has allotted 1% Optionally Convertible Cumulative Redeemable Preference Shares of the Company of face value of Rs. 10/- each ("OCCRPS") as per the OTS Scheme to its Lenders (Union Bank of India) on preferential basis of Rs. 207,00,00,000 (Two Hundred Seven Crores Only), pursuant to conversion of the relevant portion of the outstanding debt ("Converted Debt") owned to the lenders.

19. UN-CLAIMED SHARES

In terms of Para F of Schedule V to the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the Listing Regulations), the details of Un-claimed Shares are as under:

Particulars	No. of holders whose shares are marked as un-claimed	No. of shares marked as un-claimed
A Status of un-claimed shares at the beginning of the year I.e. 1st April, 2017	05	3,385
B. No. of claims received by the Company during the year under review for release of shares	02	637
C. No. of claims settled and shares released to the rightful claimants during the year under review	02	637
D. Transferred to IEPF pursuant to Section 124(6) of the Companies Act, 2013	NIL	NIL
Balance un-claimed shares as at the end of the year i.e. 31st March, 2018 [A-(C+D)]	03	2,748

20. PROMOTERS/PROMOTERS GROUP

The Company is controlled by Mr. Hulas Rahul Gupta in the capacity as Director and shareholder and by Mr. Bhushan Kumar Gupta, Ms. Priya Desh Gupta, Ms. Abha Gupta and M/S Greenlite Lighting Corporation in the capacity as shareholder.

21. RISK MANAGEMENT

The Board of Directors is overall responsible for identifying, evaluating and managing all the significant risks faced by the Company. The Board has approved the Risk Management Policy, which acts as the guideline by which the key risks are managed across the organization.

The Risk Management Policy is available on the Company's Website www.indosolar.co.in.

22. INTERNAL FINANCIAL CONTROLS AND CTS ADEQUACY

The details in respect of internal financial control and their adequacy are included in the point no. 6 of the Management Discussion & Analysis Report, which forms part of this report.

23. VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company promotes ethical behaviour in all its business activities and has put in place a vigil mechanism for Directors, Employees and other person dealing with the Company for reporting illegal or unethical behaviour, actual or suspected fraud or violation of the company's Code of Conduct. The mechanism provides for adequate safeguards against victimization of Directors, employees or other persons who avail the mechanism. In exceptional cases, Directors and employees have direct access to the Chairman of the Audit Committee.

The Vigil Mechanism (Whistle Blower Policy) is available on the Company's website www.indosolar.co.in,

24. AUDITORS

STATUTORY AUDITORS

M/s. Arun K. Gupta and Associates, Chartered Accountants (Firm Registration No.0006051N), New Delhi (Firm Registration Number: 000605N) was appointed as Statutory Auditors of the Company (subject to ratification of the appointment by the members at every intervening Annual General Meeting) for a period of 5 years in the 12th Annual General Meeting to hold office from the conclusion of that meeting till the conclusion of the 17th Annual General Meeting of the Company.

The annual ratification of appointment of statutory auditors at every Annual General Meeting for their remaining terms as aforesaid, shall be done, if so required under the Companies Act 2013.

Auditors Report

The Board has duly examined the auditor's report for the Financial year ended 31st March 2018, which contain Observation, for which Management need to give Clarification/explanation on the observation.

Clarification/explanation on remarks in Independent Auditors' Report

Management is unable to estimate the impact: Considering the delay in release of domestic content requirement and impassion of safeguard duty on imports .delay in processing of claim in respect to the company's eligibility for certain capital incentive even after receipt of favorable decision of Supreme court , management believes that a sum of Rs.30,700.00 Lakhs, to be provided as impairment in respect of the carrying value of its property, plant and equipment's including capital work in progress as at 31st March 2018.

In view of forthcoming safe guard duty and possible release of CPSU Policy for domestic content, possible sanction of Capital Subsidy and ongoing process of Loan Settlement with Other Banks and ARCIL, it is appropriate to prepare the accounts on a going concern basis.

Being EOU, Company Is required to meet positive NFE as per foreign Trade policy on the basis of which company's Imported certain Raw material and machineries without payment of custom Duty. As on 31st march 2018 the Company's NFE is positive by Rs. 23,913.25 Lakhs without considering the amortization of import value of Line-C (Commercial Production yet to start). Incase company amortize the value of Line-C, NFE as on 31st March 2018 would be negative by Rs.5494.01 Lakhs. The Company believe that it will achieve Positive NFE within the stipulated time.

Management's estimation on the impact of audit qualification: (i) In view of the ongoing negotiations with ARCIL for restructuring of debts, the company has decided not to provide interest of Rs.1,242.72 lakhs and Rs.4,934.74 lakhs for the quarter and Year ended 31st March, 2018 respectively, (ii) Company decided not to provide claim of Rs.2,323.88 Lakhs of Corporation bank as additional interest/penal interest as on 31st March 2018, pending 'OTS' (One Time Settlement) proposal with the bank.

SECRETARIAL AUDIT FOR

Pursuant to the provisions of the Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed M/s Chandrasekaran Associates a firm of Company Secretaries in Practice to undertake the secretarial audit of the company for the Financial Year 2017-18. The report of Secretarial Audit is annexed to this report as Annexure III.

The Secretarial Auditor's Report contain some observations, which are self explanatory and same has been well explained by management in statutory Auditors' observations.

COST AUDITOR

Pursuant to the provision of Section 148 of the Companies Act, 2013 read with Companies (Cost Records and Audit) Rules, 2014, the Board of Directors at their meeting held on 27th May, 2017 has appointed M/s Kabra& Associates Cost Accountants (Firm Registration Number 000075) as the Cost Auditors to conduct audit of cost records relating to the products manufactured by your Company for the financial year 2017-18.

INTERNAL AUDIT FOR

During the year under review, Mr. Lakhan Singh, General Manager of Integrated Management System of the Company, the internal auditors of the Company conducted periodic audits of the Company. The Audit Committee reviews the detailed Internal Audit reports submitted by the Internal Auditors and takes stock of the actions taken on the observations of and recommendations made by them.

Your Directors are confident that there are adequate internal control systems and procedures which are being followed and complied with.

25. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO

Information relating to conservation of energy, technology absorption and foreign exchange earnings and outgo as required to be furnished under the provisions of section 134(3)(m)of the Companies Act 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 given as Annexure IV to this Report.

26. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(5) of the Companies Act, 2013, the Directors confirmed that:

a. in the preparation of the annual accounts for the year ended 31st March, 2018, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any;

b. they 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 profit and loss of the Company for the year ended 31st March 2018;

c. they had 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;

d. they had prepared the annual accounts on a going concern basis;

e. they had laid down Internal financial controls to be followed by the Company and such Internal financial controls are adequate and were operating effectively; and

f. they had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

27. PARTICULARS OF EMPLOYEES & DISCLOSURES UNDER SECTION 197(12) OF ACT READ WITH RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

The information required under Section 197 of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 given as Annexure V forming integral part of the Annual Report.

26. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report for the year under review, in terms of Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015 given as Annexure VI forming integral part of the Annual Report.

29. CORPORATE GOVERNANCE REPORT

Your Company strives to ensure that best Corporate Governance Practices are identified, adopted and consistently followed.

The Report on the Corporate Governance forms an integral part of this report and is set out as Annexure VII to this Report. The Certificate from the practicing Company Secretary M/s Chandrasekaran Associates, Company Secretaries, certifying compliance with the conditions of the Corporate Governance as stipulated under Regulation 15(2) of the SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015 is annexed with the Report on Corporate Governance.

30. MATERIAL CHANGES AND COMMITMENT AFFECTING FINANCIAL POSITION OF THE COMPANY

No material changes have occurred and commitments made, affecting the financial position of the Company between the end of the financial year of the Company i.e. 31st March, 2018 and the date of this Report i.e. 10th August 2018.

31. DETAILS OF SIGNIFICANT AND MATERIAL ORDER

No significant and material order have been passed by any regulator or court or tribunal impacting the going concern status or future operations of the Company.

32. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company is committed to provide a protective environment at workplace for all its women employees. To ensure that every woman employee is treated with dignity and respect and as mandate under The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013" the Company has in place a formal policy for prevention of sexual harassment of its women employees.

The Company has an Anti Sexual Harassment Policy in line with the requirement of The Sexual Harassment of WomenÂ at Workplace (Prevention, Prohibition and Redressal) Act, 2013".

Further, the Company has constituted Internal Complaints Committee to redress Complaints received regarding sexual harassment during the period 2017-18. The following is a summary of sexual harassment complaints received and disposed off during the period:

Number of Complaints received	Nil
Number of Complaints disposed off	Nil

33. COMPLIANCE WTTH SECRETARIAL STANDARDS

The Company Is In compliance with the applicable Secretarial Standards issued by Institute of Company Secretaries of India.

34. APPRECIATION

Your Directors wish to place on record their sincere appreciation of the efforts and dedicated services of all the employees which nave contributed by staying with the Company in the tough period.

35. ACKNOWLEDGEMENTS

The Board of Directors places on record its appreciation for the support, assistance and co-operation received from Government Regulators and the bankers to the Company, i.e. Union Bank of India, Bank of Baroda, Corporation Bank and Asset Reconstruction Company (India) Limited (ARCIL).The Board is thankful to the shareholders for their support to the Company.

The Board is also thankful to the employees of the Company for their co-operation and unstinted dedication to duty leading to cordial industrial relations during the year under review.

Â	On behalf of the Board of Directors
Â	For INDOSOLAR LIMITED
H.R. GUPTA	GAUTAM SINGH KUTHARI
Managing Director	Director
DIN: 00297722	DIN: 00945195
Place: Greater Noida	Â
Date: 10.08.2018	Â

Annexure I

FORM NO.MGT 9 EXTRACT OF ANNUAL RETURN

As on financial year ended on 31st March, 2018

Pursuant to Section 92 (3) of the Companies Act, 2013 and rule 12(1) of the Company (Management & Administration) Rules, 2014.

I. REGISTRATION & OTHER DETAILS:
1 CIN	L18101DL2005PLC134879
2 Registration Date	08-Apr-05
3 Name of the Company	INDOSOLAR LIMITED
4 Category/Sub-category of the Company	PUBLIC COMPANY LIMITED BY SHARES
5 Address of the Registered office & contact details	C-12, FRIENDS COLONY (EAST), NEW DELHI- 110065
6 Whether listed company	YES
7 Name, Address & contact details of the Registrar &	Link Intime India Private Limited
Transfer Agent, if any.	44 , Community Centre , 2nd Floor, Naraina Industrial Area ,
Â	Phase -1, Near PVR Naraina , New Delhi-110028.
Â	Phone No.: 011-41410592

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

(All the business activities contributing 10 % or more of the total turnover of the company shall be stated)

s.	Name and Description of main products / services	NIC Code of the	% to total turnover
No.	Â	Product/service	of the company
1	Manufacturing of Solar Cells & Module	35105	100%

III. PART1CULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES
SN	Name and address of the Company	CWGLN	Holding/Subsidiary/	%of	Applicable
Â	Â	Â	Associate	shares	Section
Â	Â	Â	Â	held	Â
Â	Â	................Nil	Â	Â	Â
Â	Â	Â	Â	Â	Â

IV. SHARE HOLDING PATTERN

(Equity share capital breakup as percentage of total equity) (i) Category-wise Share Holding

Category of	No. of Shares held at the beginning of the year				No. of Shares held at the end of the year %				Â
Shareholders	[As on 31-March-2017]				[As on 31-March-2018]				Change
Â	Demat	Physical	Total	% of Total Shares	Demat	Physical	Total	% of Total Shares	during the year
A. Promoters	Â	Â	Â	Â	Â	Â	Â	Â	Â
(1) Indian	Â	Â	Â	Â	Â	Â	Â	Â	Â
a) Individual/ HUF	137,240,497	-	137,240,497	38.32%	137,251,497	-	137,251,497	36.89%	-1.43%
b) Central Govt	Â	Â	-	0.00%	Â	Â	-	0.00%	0.00%
c) State Govt(s)	Â	Â	-	0.00%	Â	Â	-	0.00%	0.00%
d) Bodies Corp.	Â	Â	-	0.00%	Â	Â	-	0.00%	0.00%
e) Banks /Fl	Â	Â	-	0.00%	Â	Â	-	0.00%	0.00%
f) Any other	Â	Â	-	0.00%	Â	Â	-	0.00%	0.00%
Sub Total (A) (1)	137,240,497	-	137,240,497	38.32%	137,251,497	-	137,251,497	36.89%	-1.43%

Category of	No. of Shares held at the beginning of the year [As on 31-March-2017]				No. of Shares held at the end of the year [As on 31-March-2018]				%
Shareholders	Â				Â				Change
Shareholders	Demat	Physical	Total	% of	Demat	Physical	Total	% of	during the
Â	Â	Â	Â	Total	Â	Â	Â	Total	year
Â	Â	Â	Â	Shares	Â	Â	Â	Shares	Â
(2) Foreign	Â	Â	Â	Â	Â	Â	Â	Â	Â
a) NRI Individuals	Â	Â	-	0.00%	Â	Â	-	0.00%	0.00%
b) Other Individuals	Â	Â	-	0.00%	Â	Â	-	0.00%	0.00%
c) Bodies Corp.	69,241,052	-	69,241,052	19.33%	74,446,551	-	74,446,551	20.01%	0.68%
d) Any other	Â	Â	-	0.00%	Â	Â	-	0.00%	0.00%
Sub Total (A) (2)	69,241,052	-	69,241,052	19.33%	74,446,551	-	74,446,551	20.01%	0.68%
TOTAL (A)	206,461,549	-	206,481,549	57.66%	211,698,048	-	211,698,048	56.90%	-0.75%
B. Public	Â	Â	Â	Â	Â	Â	Â	Â	Â
Shareholding	Â	Â	Â	Â	Â	Â	Â	Â	Â
1. Institutions	Â	Â	Â	Â	Â	Â	Â	Â	Â
a) Mutual Funds	Â	Â	-	0.00%	Â	Â	-	0.00%	0.00%
b) Banks /Fl	16,177,531	-	16,177,531	4.52%	15,713,342	-	15,713,342	4.22%	-0.29%
c) Central Govt	Â	Â	-	0.00%	Â	Â	-	0.00%	0.00%d]
State Govt(s)	Â	Â	-	0.00%	Â	Â	-	0.00%	0.00%e]
Ventura Capital	Â	Â	-	0.00%	Â	Â	-	0.00%	0.00%
Funds	Â	Â	Â	Â	Â	Â	Â	Â	Â
f) Insurance Companies	Â	-	0.00%	Â	Â	-	0.00%	0.00%	Â
g) Flls	Â	Â	-	0.00%	Â	Â	-	0.00%	0.00%
h) Foreign Venture	Â	Â	-	0.00%	Â	Â	-	0.00%	0.00%
Capital Funds	Â	Â	Â	Â	Â	Â	Â	Â	Â
i) Others (specify)	Â	Â	-	0.00%	Â	Â	-	0.00%	0.00%
Sub-total (BX1):-	16,177,531	-	16,177,531	4.52%	15,713,342	-	15,713,342	4.22%	-0.29%
2. Non-Institutions	Â	Â	Â	Â	Â	Â	Â	Â	Â
a) Bodies Corp.	Â	Â	Â	Â	Â	Â	Â	Â	Â
i) Indian	12,209,897	-	12,209,897	3.41%	19,954,111	-	19,954,111	5.36%	1.95%
ii) Overseas	Â	Â	-	0.00%	Â	Â	-	0.00%	0.00%
b) Individuals	Â	Â	Â	Â	Â	Â	Â	Â	Â
i) Individual	52,785,368	6,604	52,791,972	14.74%	55,736,455	7,029	55,743,484	14.98%	0.24%
shareholders holding	Â	Â	Â	Â	Â	Â	Â	Â	Â
nominal share capital	Â	Â	Â	Â	Â	Â	Â	Â	Â
upto Rs. 1 lakh	Â	Â	Â	Â	Â	Â	Â	Â	Â
ii) Individual	59,904,309	.	59,904,309	16.73%	57,377,479	.	57,377,479	15.42%	-1.31%
shareholders holding	Â	Â	Â	Â	Â	Â	Â	Â	Â
nominal share capital in	Â	Â	Â	Â	Â	Â	Â	Â	Â
excess of Rs 1 lakh	Â	Â	Â	Â	Â	Â	Â	Â	Â
c) Others (specify)	Â	Â	Â	Â	Â	Â	Â	Â	Â
Non Resident Indians	2,297,321	-	2,297,321	0.64%	2,636,795	-	2,636,795	0.71%	0.07%
HUF	5,360,279	-	5,360,279	1.50%	5,247,069	-	5,247,069	1.41%	-0.09%
Foreign Nationals	Â	Â	-	0.00%	Â	Â	-	0.00%	0.00%
Clearing Members	2,894,498	-	2,894,498	0.81%	3,684,396	-	3,684,396	0.99%	0.18%
Trusts	12,644	-.	12,644	0.00%	9,644	-.	9,644	0.00%	0.00%
Foreign Bodies-D R	-	-	-	0.00%	-	-si;	-	0.00%	0.00%
Unclaimed Share	-	-	-.	0.00%	2,748	-	2,748	0-00%	0.00%
Suspense Account	Â	Â	Â	Â	Â	Â	Â	Â	Â
Sub-total (BX2):-	135,464,316	6,604	135,470,920	37.83%	144,648,697	7,029	144,655,726	38.88%	1.04%
Total Public (B)	151,641,847	6,604	151,648,451	42.34%	160,362,039	7,029	160,369,068	43.10%	0.75%

Category of	No. of Shares held at the beginning of the year				No. of Shares held at the end of the year				%
Shareholders	[As on 31-March-2017]				As on 31-March-2018]				Change
Â	Demat	Physical	Total	% of	Demat	Physical	Total	% of	during the
Â	Â	Â	Â	Total	Â	Â	Â	Total	year
Â	Â	Â	Â	Shares	Â	Â	Â	Shares	Â
C. Shares held by	Â	-	Â	0.00%	Â	-	-	0.00%	0.00%
Custodian for	Â	Â	Â	Â	Â	Â	Â	Â	Â
GDRs & ADRs	Â	Â	Â	Â	Â	Â	Â	Â	Â
Grand Total (A+B+C)	358,123,396	6,604	358,130,000	100.00%	372,060,087	7,029	372,067,116	100.00%	0.00%

(II) Shareholding of Promoter/ Promoter Group

SN	Shareholder's Name	Shareholding at the beginning of the year			Shareholding at the end of the year			% change In
Â	Â	Â	Â	Â	Â	Â	Â	shareholding
Â	Â	No. of Shares	% of total Shares of the company	% of Shares Pedged encumbered to total shares	No. of Shares	% of total Shares of the company	% of Shares	during the tear
Â	Â	Â	Â	Â	Â	Â	Pledged/	Â
Â	Â	Â	Â	Â	Â	Â	encumbered to total shares	Â
1	Bhushan Kumar Gupta	56,500,001	15.78%	100%	56,500,001	15.19%	100%	-0.59%
2	Hulas Rahul Gupta	80,385,494	22.45%	100%	80,385,494	21.61%	100%	-0.84%
3	Priya Desh Gupta	355,001	0.10%	-	355,001	0.10%	-	0.00%
4	Abha Gupta	1	0.00%	-	11,001	0.00%	-	0.00%
5	Green lite Lighting Corporation	69,241,052	19.33%	-	74,446,551	20.01%	-	0.68%

(ill) Change in Promoters' Shareholding (please specify, if there is no change)

SN	Particulars	Date	Reason	Shareholding at ttie beginning of the year		Cumulative Shareholding during the year
Â	Â	Â	Â	No. of shares	% of total	No, of shares	% of total
Â	Â	Â	Â	Â	shares	Â	shares
1	Bhushan Kumar Gupta	Â	Â	Â	Â	Â	Â
Â	At the beginning of the year	01-Apr-17	Â	56,500,001	15.78%	56,500,001	15.19%
Â	Changes during the year	Â	Â	-	0.00%	56,500,001	15.19%
Â	At the end of the year	31-Mar-18	Â	56,500,001	15.19%	56,500,001	15.19%
2	Hulas Rahul Gupta	Â	Â	Â	Â	Â	Â
Â	At the beginning of the year	01-Apr-17	Â	80,385,494	22.45%	80,385,494	21.61%
Â	Changes during the year	Â	Â	-	0.00%	80,385,494	21.61%
Â	At the end of the year	31-Mar-18	Â	80,385,494	21.61%	80,385,494	21.61%
3	Priya Desh Gupta	Â	Â	Â	Â	Â	Â
Â	At the beginning of the year	01-Apr-17	Â	355,001	0.10%	355,001	0.10%
Â	Changes during the year	Â	Â	-	0.00%	355,001	0.10%
Â	At the end of the year	31-Mar-18	Â	355,001	0.10%	355,001	0.10%
4	Abha Gupta	Â	Â	Â	Â	Â	Â
Â	At the beginning of the year	01-Apr-17	Â	1	0.00%	1	0.00%
Â	Changes during the year	16-Feb-18	Transfer	11,000	0.00%	11,001	0.00%
Â	At the end of the year	31-Mar-18	Â	11,001	0.00%	11,001	0.00%
5	Greenlite Lighting Corporate	Â	Â	Â	Â	Â	Â
Â	At the beginning of the year	01-Apr-17	Â	69,241,052	19.33%	69,241,052	18.61%
Â	Changes during the year	02-Feb-18	Allot	5,205,499	1.40%	74,446,551	20.01%
Â	At the end of the year	31-Mar-18	Â	74,446,551	20.01%	74,446,551	20.01%

(iv) Shareholding Pattern of top ten Shareholders

(Other than Directors, Promoters and Holders of GDRs and ADRs):

SN	For each of the Top 10	Date	Reason	Shareholding at the beginning of the year		Cumulative Shareholding during the year
Â	Shareholders	Â	Â	No. of shares	% of total	No. of shares	% of total
Â	Â	Â	Â	Â	shares	Â	shares
1	IDBI Bank Limited	Â	Â	Â	Â	Â	Â
Â	At the beginning of the year	01-Apr-17	Â	10,721,005	2.99%	10,721,005	2.88%
Â	Changes during the year	Â	Â	-	0.00%	10,721,005	2.88%
Â	At the end of the year	31-MaM8	Â	10,721,005	2.88%	10,721,005	2.88%
2	Rising Fibers Private Limited.	Â	Â	Â	Â	Â	Â
Â	At the beginning of the year	01-Apr-17	Â	0	0.00%	-	0.00%
Â	Changes during the year	07-Jul-17	Allot	8,731,617	2.35%	8,731,617	2.35%
Â	At the end of the year	31-Mar-18	Â	8,731,617	2.35%	8,731,617	2.35%
3	Thomas Varghese	Â	Â	Â	Â	Â	Â
Â	At the beginning of the year	01-Apr-17	Â	4,150,000	1.16%	4,150,000	1.12%
Â	Changes during the year	14-Apr-17	Transfer	(26,672)	-0.01%	4,123,328	1.11%
Â	Â	05-May-17	Transfer	25,000	0.01%	4,148,328	1.11%
Â	Â	19-May-17	Transfer	(118,328)	-0.03%	4,030,000	1.08%
Â	Â	26-May-17	Transfer	(3,500)	0.00%	4,026,500	1.08%
Â	Â	02-Jun-17	Transfer	(10,000)	0.00%	4,016,500	1.08%
Â	Â	23-Jun-17	Transfer	20,000	0.01%	4,036,500	1.08%
Â	Â	01-Sep-17	Transfer	(8,000)	0.00%	4,028,500	1.08%
Â	Â	27-Oct-17	Transfer	(30,000)	-0.01%	3,998,500	1.07%
Â	Â	03-NOV-17	Transfer	(5,000)	0.00%	3,993,500	1.07%
Â	Â	01-Dec-17	Transfer	(15,000)	0.00%	3,978,500	1.07%
Â	Â	22-Dec-17	Transfer	(2,000)	0.00%	3,976,500	1.07%
Â	Â	29-Dec-17	Transfer	(28,000)	-0.01%	3,948,500	1.06%
Â	Â	05-Jan-18	Transfer	(30,000)	-0.01%	3,918,500	1.05%
Â	Â	12-Jan-18	Transfer	(101,000)	-0.03%	3,817,500	1.03%
Â	Â	19-Jan-18	Transfer	(118,343)	-0.03%	3,699,157	0.99%
Â	Â	03-Mar-18	Transfer	6,000	0.00%	3,705,157	1.00%
Â	At the end of the year	31-Mar-18	Â	3,705,157	1.00%	3,705,157	1.00%
4	Union Bank of India	Â	Â	Â	Â	Â	Â
Â	At the beginning of the year	01-Apr-17	Â	2,965,000	0.83%	2,965,000	0.80%
Â	Changes during the year	Â	Â	-	0.00%	2,965,000	0.80%
Â	At the end of the year	31-Mar-18	Â	2,965,000	0.80%	2,965,000	0.80%
5	Bank of Baroda	Â	Â	Â	Â	Â	Â
Â	At the beginning of the year	01-Apr-17	Â	1,904,201	0.53%	1,904,201	0.51%
Â	Changes during the year	Â	Â	-	0.00%	1,904,201	0.51%
Â	At the end of the year	31-Mar-18	Â	1,904,201	0.51%	1,904,201	0.51%
6	MC Jain Infoservices Private Ltd.	Â	Â	Â	Â	Â	Â
Â	At the beginning of the year	01-Apr-17	Â	-	0.00%	-	0.00%
Â	Changes during the year	29-Dec-17	Transfer	1,847,570	0.52%	1,847,570	0.52%
Â	At the end of the year	31-Mar-18	Â	1,847,570	0.50%	1,847,570	0.50%

SN	For each of the Top 10	Date	Reason	Shareholding at the beginning of the year		Cumulative Shareholding during the year
Â	Shareholders	Â	Â	No. of shares	% of total	No. of shares	% of total
Â	Â	Â	Â	Â	shares	Â	shares
7	Brand Equity Treaties Limited	Â	Â	Â	Â	Â	Â
Â	At the beginning of the year	01-Apr-17	Â	1,400,000	0.39%	1,400,000	0.38%
Â	Changes during the year	Â	Â	-	0.00%	1,400,000	0.38%
Â	At the end of the year	31-Mar-18	Â	1,400,000	0.38%	1,400,000	0.38%
8	K Subramaniam	Â	Â	Â	Â	Â	Â
Â	At the beginning of the year	01-Apr-17	Â	933,000	0.27%	933,000	0.25%
Â	Changes during the year	02-Jun-17	Transfer	9,000	0.00%	942,000	0.25%
Â	Â	22-Sep-17	Transfer	(1,000)	0.00%	941,000	0.25%
Â	Â	17-NOV-17	Transfer	(11,000)	0.00%	930,000	0.25%
Â	Â	24-NOV-17	Transfer	(10,000)	0.00%	920,000	0.25%
Â	Â	02-Feb-18	Transfer	7,500	0.00%	927,500	0.25%
Â	Â	09-Feb-18	Transfer	(5,000)	0.00%	922,500	0.25%
Â	At the end of the year	31-Mar-18	Â	922,500	0.25%	922,500	0.25%

9 Prudent Broking Services Private Limited

Â	At the beginning of the year	01-Apr-17	Â	395,589	0.11%	395,589	0.11%
Â	Changes during the year	07-Apr-17	Transfer	(57,500)	-0.02%	338,089	0.09%
Â	Â	14-Apr-17	Transfer	125,983	0.04%	464,072	0.12%
Â	Â	21-Apr-17	Transfer	66,763	0.02%	530,835	0.14%
Â	Â	28-Apr-17	Transfer	14,446	0.00%	545,281	0.15%
Â	Â	05-May-17	Transfer	14,903	0.00%	560,184	0.15%
Â	Â	12-May-17	Transfer	(20,257)	-0.01%	539,927	0.15%
Â	Â	19-May-17	Transfer	(27,030)	-0.01%	512,897	0.14%
Â	Â	26-May-17	Transfer	58,298	0.02%	571,195	0.15%
Â	Â	02-Jun-17	Transfer	169,123	0.05%	740,318	0.20%
Â	Â	09-Jun-17	Transfer	68,262	0.02%	808,580	0.22%
Â	Â	16-Jun-17	Transfer	(31,045)	-0.01%	777,535	0.21%
Â	Â	30-Jun-17	Transfer	(5600)	0.00%	771935	0.21%
Â	Â	07-Jul-17	Transfer	3710	0.00%	775,645	0.21%
Â	Â	14-Jul-17	Transfer	(2,091)	0.00%	773,554	0.21%
Â	Â	21-Jul-17	Transfer	8,160	0.00%	781,714	0.21%
Â	Â	28-Jul-17	Transfer	(2,028)	0.00%	779,686	0.21%
Â	Â	04-Aug-17	Transfer	3,500	0.00%	783,186	0.21%
Â	Â	11-Aug-17	Transfer	4,255	0.00%	787,441	0.21%
Â	Â	18-Aug-17	Transfer	17,400	0.00%	804,841	0.22%
Â	Â	25-Aug-17	Transfer	(14,310)	0.00%	790,531	0.21%
Â	Â	01-Sep-17	Transfer	(73,947)	-0.02%	716,584	0.19%
Â	Â	08-Sep-17	Transfer	57,099	0.02%	773,683	0.21%
Â	Â	15-Sep-17	Transfer	(77,421)	-0.02%	696,262	0.19%
Â	Â	22-Sep-17	Transfer	(660)	0.00%	695,602	0.19%
Â	Â	29-Sep-17	Transfer	(2,100)	0.00%	693,502	0.19%
Â	Â	06-Oct-17	Transfer	33,274	0.01%	726,776	0.20%
Â	Â	13-Oct-17	Transfer	(600)	0.00%	726,176	0.20%
Â	Â	20-Oct-17	Transfer	(34,184)	-0.01%	691,992	0.19%
Â	Â	27-Oct-17	Transfer	63,942	0.02%	755,934	0.20%
Â	Â	03-Nov-17	Transfer	13,035	0.00%	768,969	0.21%

SN	For each of the Top 10	Date	Reason	Shareholding at the beginning of the year		Cumulative Shareholding during the year
Â	Shareholders	Â	Â	No. of shares % of total		No. of shares % of total
Â	Â	Â	Â	Â	shares	Â	shares
Â	Â	10-Nov-17	Transfer	25,863	0.01%	794,832	0.21%
Â	Â	17-Nov-17	Transfer	(1,400)	0.00%	793,432	0.21%
Â	Â	24-Nov-17	Transfer	1,700	0.00%	795,132	0.21%
Â	Â	01-Dec-17	Transfer	3,446	0.00%	798,578	0.21%
Â	Â	08-Dec-17	Transfer	1,854	0.00%	800,432	0.22%
Â	Â	15-Dec-17	Transfer	5,145	0.00%	805,577	0.22%
Â	Â	22-Dec-17	Transfer	(41,290)	-0.01%	764,287	0.21%
Â	Â	29-Dec-17	Transfer	19,257	0.01%	783,544	0.21%
Â	Â	05-Jan-18	Transfer	(7,526)	0.00%	776,018	0.21%
Â	Â	12-Jan-18	Transfer	326,996	0.09%	1,103,014	0.30%
Â	Â	19-Jan-18	Transfer	(260,000)	-0.07%	843,014	0.23%
Â	Â	26-Jan-18	Transfer	(83,804)	-0.02%	759,210	0.20%
Â	Â	02-Feb-18	Transfer	38,524	0.01%	797,734	0.21%
Â	Â	09-Feb-18	Transfer	(30,200)	-0.01%	767,534	0.21%
Â	Â	16-Feb-18	Transfer	55,500	0.02%	823,034	0.22%
Â	Â	23-Feb-18	Transfer	(44,210)	-0.01%	778,824	0.21%
Â	Â	02-Mar-18	Transfer	21,215	0.01%	800,039	0.22%
Â	Â	09-Mar-18	Transfer	(30,000)	-0.01%	770,039	0.21%
Â	Â	16-Mar-18	Transfer	24,550	0.01%	794,589	0.21%
Â	Â	23-Mar-18	Transfer	(26,765)	-0.01%	767,824	0.21%
Â	Â	31-Mar-18	Transfer	(750)	0.00%	767,074	0.21%
Â	At the end of the year	31-Mar-18	Â	767,074	0.21%	767,074	0.21%
10	Shalini Gupta	Â	Â	Â	Â	Â	Â
Â	At the beginning of the yeai	01-Apr-17	Â	511,598	0.14%	51,198	0.14%
Â	Changes during the year	27-Oct-17	Transfer	200,000	0.06%	711,598	0.19%
Â	At the end of the year	31-Mar-18	Â	711,598	0.19%	711,598	0.19%

(v) Shareholding of Directors and Key Managerial Personnel:

SN	Shareholding of each Directors	Date	Reason	Shareholding at the beginning of the year		Cumulative Shareholding during the year
Â	and each Key Managerial	Â	Â	No. of share	% of total	No. of shares	% of total
Â	Personnel	Â	Â	Â	shares	Â	shares
Â	At the beginning of the yeai	01-Apr-17	Â	511,598	0.14%	51,198	0.14%
1	Hulas Rahul Gupta	Â	Â	Â	Â	Â	Â
Â	At the beginning of the year	01-Apr-17	Â	80,385,494	22.45%	80,385,494	21.61%
Â	Changes during the year	Â	Â	-	0.00%	80,385,494	21.61%
Â	At the end of the year	31-Mar-18	Â	80,385,494	21.61%	80,385,494	21.61%
Â	Â	Â	Â	Â	Â	Â	Â
2	Gautam Singh Kuthari	Â	Â	Â	Â	Â	Â
Â	At the beginning of the year	01-Apr-17	Â	100,000	0.03%	100,000	0.03%
Â	Changes during the year	Â	Â	-	0.00%	100,000	0.03%
Â	At the end of the year	31-Mar-18	Â	100,000	0.03%	100,000	0.03%
Â	Â	Â	Â	Â	Â	Â	Â
3	Vidyut Manubhai Vora	Â	Â	Â	Â	Â	Â
Â	At the beginning of the year	01-Apr-17	Â	41,911	0.01%	41,911	0.01%
Â	Changes during the year	Â	Â	-	0.00%	41,911	0.01%
Â	At the end of the year	31-Mar-18	Â	41,911	0.01%	41,911	0.01%

SN	For each of the Top 10	Date	Reason	Shareholding at the beginning of the year		Cumulative Shareholding during the year
Â	Shareholders	Â	Â	No. of shares	% of total	No. of shares	% of total
Â	Â	Â	Â	Â	shares	Â	shares
4	Vinati Dev	Â	Â	Â	Â	Â	Â
Â	At the beginning of the year	01-Apr-17	Â	-	0.00%	-	0.00%
Â	Changes during the year	Â	Â	-	0.00%	-	0.00%
Â	At the end of the year	31-Mar-18	Â	-	0.00%	-	0.00%
Â	Â	Â	Â	Â	Â	Â	Â
5	Anand Kumar Agarwal	Â	Â	Â	Â	Â	Â
Â	At the beginning of the year	01-Apr-17	Â	400,000	0.11%	400,000	0.11%
Â	Changes during the year	Â	Â	-	0.00%	400,000	0.11%
Â	At the end of the year	31-Mar-18	Â	400,000	0.11%	400,000	0.11%
6	Manish Gupta*	Â	Â	Â	Â	Â	Â
Â	At the beginning of the year	01-Apr-17	Â	-	0.00%	-	0.00%
Â	Changes during the year	Â	Â	-	0.00%	-	0.00%
Â	At the end of the year	31-Mar-18	Â	-	0.00%	-	0.00%
* Mr. Manish Gupta Company secretary of the Company has resigned					w.e.f. 14th May, 2018		Â

V. INDEBTEDNESS

Indebtedness of thie Company including interest outstanding/accrued but not due for payment.

(Amt. Rs./Lacs)

Particulars	Secured Loans excluding	Unsecured Loans	Deposits	Total Indebtedness
Â	Deposits	Â	Â	Â
Indebtedness at the beginning of the financial year
i) Principal Amount	92,428.88	1,188.41	-	93,617.29
ii) Interest due but not paid	40,422.11	-	-	40,422.11
iii) Interest accrued but not due	-	-	-	-
Change In Indebtedness during the financial year
Addition	-	-	-	-
Reduction	23,969.35	682.59	-	24,651.94
Net Change	(23,969.35)	(682.59)	-	(24,651.94)
Indebtedness at the end of the financial year		Â	Â	Â
i) Principal Amount	81,396.85	505.82	-	81,902.67
ii) Interest due but not paid	27,484.79	-	-	27,484.79
iii) Interest accrued but not due	-	-	-	-
Total (i+ii+iii) 108,881.64 505.82 - 109,387.46

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL.

A. Remuneration to Managing Director, Whole-time Directors and/or Manager :

SN.	Particulars of Remuneration	Name of MD/WTD//Manager		Total Amount
Â	Â	Â	(Rs/Lac)	Â
-	Name	_	Mutas Rahul	Â
Â	Designation	_	Managing Director	Â
1	Gross salary	Â	Â	Â
1	(a) Salary as per provisions contained in section	-	15.12	15.12
Â	17(1) of the Income-tax Act, 1961	Â	Â	Â
Â	(b) Value of perquisites u/s 17(2) Income-tax Act, 1961	-	-	-
Â	(c) Profits in lieu of salary under section 17(3)	-	-	-
Â	Income- tax Act, 1961	Â	Â	Â

2	Stock Option	-	-	-
3	Sweat Equity	-	-	-
Â	Commission	Â	Â	Â
4	- as % of profit	-	-	-
Â	- others, specify	-	-	-
5	Others, please specify	Â	Â	-
Â	Total (A)	-	15.12	15.12
Â	Ceiling as per the Act

The amount paid as per MCA order. (Please refer Note No. 34(b) of Notes to the financial statements)

B. Remuneration to other Directors.

SN	Particulars of Remuneration	Name of Directors			Total Amount (Rs/Lac)
1	Independent Directors	Gautam Singh Kuthari	Vldyut Manubhal Vora	Vlnatl Dev	-
Â	Fee tor attending board	1.50	1.00	0.75	3.25
Â	committee meetings	Â	Â	Â	Â
Â	Commission	-	-	-	-
Â	Others, please specify	-	-	-	-
Â	Total (1)	1.50	1.00	0.75	3.25
2	Other Non-Executive Directors	NIL			-
2	Other Non-Executive Directors	Â			-
Â	Fee for attending board committee meetings	Â	Â	Â	-
Â	Commission	Â	Â	Â	-
Â	Others, please specify	-	Â	Â	Â
Â	Total (2)	-	-	-	-
Â	Total (B)=(1+2)	1.50	1.00	0.75	3.25
Â	Total Managerial Remuneration	Â	Â	Â	18.37
Â	Overall Ceiling as per the Act	Â			Â

C. Remuneration to Key Managerial Personnel other than MD/Manager/WTD

SN.	Particulars of Remuneration	Name of Key Managerial Personnel			Total Amount
Â	Name	Anand Kumar Agarwal		Manish Gupta*	(Rs/Lac)
Â	Designation	CEO	CFO	CS	Â
1	Gross salary	Â	Â	Â	Â
Â	(a) Salary as per provisions contained	-	69.30	8.39	77.69
Â	in section 17(1) of the Income-tax Act, 1961	Â	Â	Â	Â
Â	(b) Value of perquisites u/s 17(2)	-	-	-	-
Â	Income-tax Act, 1961	Â	Â	Â	Â
Â	(c) Profits in lieu of salary under sectiot	17(3) -	-	-	-
Â	Income- tax Act, 1961	Â	Â	Â	Â
2	Stock Option	-	-	-	-
3	Sweat Equity	-	-	-	-
Â	Commission	Â	Â	Â	Â
4	- as % of profit	-	-	-	-
Â	- others, specify	-	-	-	-
5	Others, please specify	-	-	-	-
Â	Total	-	69.30	8.39	77.69

Mr. Manish Gupta Company secretary of the Company has resigned w.e.f. 14th May, 2018

VI. PENALTIES/PUNISHMENT/COMPOUNDING OF OFFENCES:

Type		Section of the	Brief Description Companies Act	Details of Penalty/ Punishment Compounding fees Imposed	Authority [RD/NCLT/ Court]	Appeal Made, If any (Give Details)
A. COMPANY		Â	Â	Â	Â	Â
Penalty		Â	Â	Â	Â	Â
Punishment		Â	Â	Â	Â	Â
Compounding		Â	------------------------- NIL -------------------------			Â
B. DIRECTORS		Â	Â	Â	Â	Â
Penalty		Â	Â	Â	Â	Â
Punishment		Â	Â	Â	Â	Â
Compounding		Â	Â	Â	Â	Â
C. OTHER OFFICERS IN DEFAULT	Â		Â	Â	Â	Â
Penalty		Â	Â	Â	Â	Â
Punishment		Â	Â	Â	Â	Â
Compounding		Â	Â	Â	Â	Â
Â	Â	Â	Â	Â	Â	Â

Â	Â		On behalf of the Board of Directors
Â		Â		For Indosolar Limited
Â	H.R. GUPTA		GAUTAM SINGH KUTHAFH
Â	Managing Director		Director
Â	DIN: 00297722		DIN: 00945195
Place: Greater Noida	Â		Â
Date: 10.08.2018	Â		Â
Â	Â	Â	Â	Â

Annexure II

Form No.AOC-2

(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014)

Form lor disclosure of particulars of contracts/arrangements entered Into by the company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain arms' length transactions under fourth proviso thereto:

1. Details of contracts or arrangements or transactions not at arm's length basis: Indosolar Limited (the Company1) has not entered into any contract/arrangement/transaction with its related parties which are not in ordinary course of business or at arm's length during FY 2017-18.

(a) Name(s) of the related party and nature of relationship: Not Applicable

(b) Nature of contracts/arrangements/transactions: Not Applicable

(d) Salient terms of the contracts or arrangements or transactions including the value, if any: Not Applicable

(e) Justification for entering into such contracts or arrangements or transactions: Not Applicable (1) Date(s) of approval by the Board: Not Applicable

(g) Amount paid as advances, if any: Not Applicable

(h) Date on which the resolution was passed in general meeting as required under first proviso to section 188: Not Applicable

2. Details of material contracts or arrangement or transactions at arm's length basis:

(a) Name(s) of the related party and nature of relationship: Not Applicable

(b) Nature of contracts / arrangements / transactions: Not Applicable

(d) Salient terms of the contracts or arrangements or transactions including the value, if any: Not Applicable

(e) Date(s) of approval by the Board, if any: Not Applicable (1) Amount paid as advances, if any: None

Details of related party transactions i.e. transactions of the company, with its promoters, the Directors or the management, their relatives etc. are present under Note No. 34 Notes to the Financial Statements for the financial year ended 31st March, 2018.

Â	On behalf of the Board of Directors
Â	For INDOSOLAR LIMITED
Â	H.R. GUPTA	GAUTAM SINGH KUTHARI
Â	Managing Director	Director
Â	DIN: 00297722	DIN: 00945196
Place: Greater Noida Date: 10.06.2018	Â	Â

Annexure III

SECRETARIAL AUDIT REPORT FOR THE FINANCIAL YEAR ENDED MARCH 31, 2018

The Members,

INDOSOLAR LIMITED

C-12 Friends Colony (East) New Delhl-110065

We have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by Indosolar Limited (hereinafter called the Company). Secretarial Audit was conducted In a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing our opinion thereon.

Based on our verification of the Company's books, papers, minute books, forms and returns filed and other records maintained by the company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, We hereby report that in our opinion, the company has, during the audit period covering the financial year ended on March 31, 2018 complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

We have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended on March 31, 2018 according to the provisions of:

(i) The Companies Act, 2013 (the Act) and the rules made thereunder;

(ii) The Securities Contracts (Regulation) Act, 1956 ('SCRA') and the rules made thereunder;

(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder to the extent of Regulation 55A;

(iv) Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct

Investment, Overseas Direct Investment and External Commercial Borrowings; (v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (SEBI Act):-

(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

(b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;

(d) The Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014; Not Applicable

(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008; Not Applicable

(f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client to the extent of securities issued;

(g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009; Not Applicable and (h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998; Not Applicable

(vi) As confirmed and certified by the management, there is no law specifically applicable to the Company based on the Sectors / Businesses.

We have also examined compliance with the applicable clauses/regulations of the following:

(i) Secretarial Standards issued by The Institute of Company Secretaries of India.

(ii) SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

During the period under review the Company has generally complied with the provisions of the Act, Rules, Regulations,

Guidelines, Standards, etc. mentioned above subject to the following observations:

1. During the period under review the Company claim for eligibility of capital subsidy under SIP scheme of Govt. of India, the Special Leave petition (SLP) filed by the Department of Information Technology (DIT), against the order of the Hon'ble High Court of Delhi has been dismissed by the Hon'ble Supreme court vide its order dated August 25, 2017. The uncertainty exists with regard to its quantum and receipt of claim pending its appraisal by Department of Information Technology. In the absence of the reasonable assurance, the management has not recognized the claim.

2. During the period under review the Company has received the approval of One Time Settlement ('OTS) Scheme from Union Bank of India (Bank). As per the OTS Scheme if the Company is unable to pay as per stipulations, the OTS proposal will stand cancelled automatically and the bank will take suitable legal steps for recovery of entire dues.

3. During the previous year two secured lenders have assigned their outstanding dues to Assets Reconstruction Company (India) Limited (ARCIL).

4. The Company's net worth has been eroded during the period under review.

We further report that

The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. The changes In the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act.

Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent least seven days in advance (except in cases where meetings were convened at a shorter notice for which necessary approvals obtained as per applicable provisions), and a system exists for seeking and obtaining further Information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

All decisions at Board Meetings and Committee Meetings are carried out unanimously as recorded in the minutes of the meetings of the Board of Directors or Committee of the Board, as the case may be.

We further report that there are adequate systems and processes in the company commensurate with the size and operations of the company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

We further report that during the audit period following specific event / action took place having a major bearing on the company's affairs in

pursuance of the above referred laws, rules, regulations, guidelines, standards, etc:

1. The Board of Director has converted of 95,00,000 Convertible Preference share into 8731617 Equity shares of Rs. 10.88 including security premium of Rs. 0.88 to Raising fibre Private Limited.

2. The Company has allotted 5205499 equity share of Rs.10 each to Green Light lighting Corporation. Against conversion of unsecured loan of Rs. 5,20,54,995.

3. The Board of Directors made an allotment of 207,00,00,000 1% Optionally Convertible Cumulative Redeemable Preference Shares of the Company at face value of Rs. 10/- each at par on preferential basis to Union Bank of India as per the OTS Scheme

For Chandrasekaran Associates Company Secretaries

Shashikant Tiwari

Partner

Membership no. A28994

Certificate of Practice No. 13050

Date: August 10, 2018 Place: Delhi

Note: This report is to be read with our letter of even date which is annexed as Annexure-A and forms an integral part of this report.

Annexure-A The Members,

INDOSOLAR LIMITED

C-12 Friends Colony (East) New Delhl-110065

1. Maintenance of secretarial record Is the responsibility of the management of the Company. Our responsibility Is to express an opinion on these secretarial records based on our audit.

2. We have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the secretarial records. The verification was done on the random test basis to ensure that correct facts are reflected in secretarial records. We believe that the processes and practices, we followed provide a reasonable basis for our opinion.

3. We have not verified the correctness and appropriateness of financial records and Books of Accounts of the Company.

4. Where ever required, we have obtained the Management representation about the compliance of laws, rules and regulations and happening of events etc.

5. The compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibility of management. Our examination was limited to the verification of procedures on random test basis.

6. The Secretarial Audit report is neither an assurance as to the future viability of the company nor of the efficacy or effectiveness with which the management has conducted the affairs of the Company.

For Chandrasekaran Associates Company Secretaries

Shashikant Tiwari

Partner

Membership No. ACS 28994

Certificate of Practice No. 13050

Date: 10.08.2018 Place: Delhi

ANNEXURE IV

INFORMATION RELATING TO ENERGY CONSERVATION, TECHNOLOGY ABSORPTION, AND FOREIGN EXCHANGE EARNINGS AND OUTGO FORMING FART OF DIRECTORS' REPORT IN TERMS OF SECTION 134(3)(m) OF THE COMPANIES ACT, 2013 READ WITH Rule 8(3) THE COMPANIES (ACCOUNTS) RULES, 2014

A.	CONSERVATION OF ENERGY	Â
1.	STEPS TAKEN FOR CONSERVATION OF ENERGY	Conservation measures like installation of 555 KW Captive Solar Plant, Installation of LED Lightings to reduce power cost to considerable extent.
2.	CONSUMPTION OF UNITS OF ENERGY	A Electric Energy: 200.73 (Pr. Year 242.59) lakhs units supplied by Power Corporation. 11.00 {Pr.. Year 16.37) lakhs units generated by DG Sets.
Â	Â	B. Diesel: 3.21 {Pr. Year 4.36) lakhs liters for running DG Sets.
3.	STEPS TAKEN BY COMPANY FOR UTLIZING ALTERNATE ENERGY	5.96 lakhs Units were generated by the 555 KW Captive Solar Plant in the year 2017-18.
4.	THE CAPITAL INVESTMENT ON ENERGY	NIL
Â	CONSERVATION EQUIPMENTS	Â
a	TECHNOLOGY ABSORPTION	Â

Form for disclosure of particulars with respect to absorption Research and Development (R & D)

1.	Specific areas in which R & D carried out by the Company	* Five bus bar technology implemented in full production.
Â		* Front contact finger width reduced from 36 micron to 34 micron.
Â		â¢ DW wafers introduced in production.
2.	Benefits derived as a result of the above R & D	* Increase in cell efficiency by 0.2% absolute (from 17.80% to 18.00%).
Â		â¢ Reduction in consumption of material and increase in production in wattage terms leading to lower Cost of Operation {COO).
Â		* Product quality improved specifically with respect to EL (Electro Luminescence) image due to Pocal diffusion and variations in parameters reduced.
3.	Future plan of action	* Introduction of "Co-doped" wafers in production.
Â		â¢ Development of 'Black Silicon" process technology and irrtroduc tion in production.
Â		â¢ Reduction in front contact finger width from 34 micron to 30 micron.
Â		â¢ Development of cell design suitable tor half cut cell modules.
4.	Expenditure on R & D	â¢ Included in the manufacturing cost.
(a)	Capital	Â
(b)	Recurring	Â
(c)	Total	Â
(d)	Total R & D expenditure as a percentage of total turnover	Â

Technology Absorption, Adaptation and Innovation	Â
1. Efforts, in brief, made towards technology absorption, adaptation and innovation	â¢ Pocal process developed and introduced in production.
	â¢ Quality of product Improved.
	â¢ Product design Improved and Implemented by optimization
	of processes.
2. Benefits derived as a result of the above efforts, e.g. product improvement, cost reduction, product development, import substitution, etc.	* Cost reduction.
	â¢ Saleability of product improved.
	Â
	Â
3. In case of import of technology	Â
(imported during the last 5 years reckoned	Â
from the beginning of the financial year),	Â
following Information may be furnished:	Â
(a) Technology imported	(a) Selective Emitter Technology/Pocal
(b) Year of import	(b) 2012
(c) Has technology been fully absorbed	(c) No
(d) If not absorbed, areas where this has not taken place, reasons therefore and future plan of action	(d)Under installation and commissioning
ACTIVITIES RELATING TO EXPORTS, INITIATIVES TAKEN TO INCREASE EXPORTS, DEVELOPMENT OF NEW EXPORT MARKETS FOR PRODUCTS AND SERVICES AND EXPORT PLANS	Your Company is a 100% Export Oriented Company.

FOREIGN EXCHANGE EARNNG AND OUTGO

The total foreign exchange used and the total foreign exchange earned during the year as compared to the previous financial year has been provided hereunder:

Â	Â	(Rs. in lakhs)
Particulars	For Year 2017-18	For Year 2016-17
Foreign Exchange Earning#	9,643.57	13,011.75
Foreign Exchange Outgo	22,714.42	19,120.61

#lncludes deemed exports to EOU/SEZ units amounting to Rs. 9,519.91 lakhs (previous year Rs. 11,352.40 lakhs)

Â	On behalf of the Board of Directors
Â	For INDOSOLAR LIMITED
Â	H.R. GUPTA	GAUTAM SNGH KUTHARI
Â	Managing Director	Director
Â	DIN: 00945195	DIN: 00297722
Place: Greater Nolda	Â	Â
Date: 10.08.2018	Â	Â

Annexure V

THE INFORMATION REQUIRED UNDER SECTION 197(12) OF THE COMPANIES ACT, 2013 READ WITH RULE 5(1) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014 ARE GIVEN BELOW:

a) The ratio of the remuneration of each director to the median remuneration of the employees of the company for the financial year 2017-18;

Name of Director	Designation	Ratio to Median Remuneration
Mr. Hulas Rahul Gupta	Managing Director	0

No remuneration was paid to Independent Directors except Sitting Fees.

b) The percentage Increase In remuneration of each director, Chief Executive Officer, Chief Financial Officer, Company Secretary or Manager, if any, in the financial year 2017-18;

Name of Person	Designation	% Increase in remuneration
Mr. Hulas Rahul Gupta	Managing Director	0
Mr. Anand Kumar Agarwal	Chief Financial Officer	0
Mr. Manish Gupta	Company Secretary	0

The remuneration paid to the Independent Directors by way of sitting fees of Rs. 25,000 per Board Meeting.

(d) The number of permanent employees on the rolls of company as on 31st March 2018:269

(e) average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out If there are any exceptional circumstances for increase In the managerial remuneration:

There was no increase in the managerial remuneration and average increase in the remuneration other than managerial personnel in 2017-18 was 13.51%.

(f) Affirmation that the remuneration Is as per the remuneration policy of the Company:

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

THE INFORMATION REQUIRED UNDER SECTION 197(12) OF THE COMPANIES ACT. 2013 READ WITH RULE 5(2) & 5(3) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014 ARE GIVEN BELOW:

SNo	Name	Designation	Remuneration (INR)	Nature of employment	Qualification	Experience	Date of commencement of employment	Age (Years)	Last employment before Joining the Company	% of Equity Capital held	Name of relative of directors/ manager
1	Mr H.R. Gupta	Managing Director	15,12,000	Full Time Employee	Bachelor of Business Administration	33	15-Jan-08	59	Phoenix Lamps Limited	21.61%	â
2	Mr. Anand Kumar Agarwal	Chief Finance Officer	69,30,000	Full Time Employee	Bachelor of Commerce	43	01-Jul-08	69	Phoenix Lamps Limited	a 11%	â
a	Dr. Dina Nath Singh	Chief Technical Officer	66,50,124	Full Time Employee	Ph.D Micro-Electronics	41	08-Dec-08	68	Semi Conductor Complex Limited	0.00%	â
4:	Mr. Vivek Gupta	Financial Controller	47,86,008	Full Time Employee	CA,ICWA	25	14-Nov-14	49	Roulunds Braking India Pvt Ltd	0.02%	â
5	Mr. Dinesh B Shenoy	Chief General Manager (Purchase)	38,44,102	Full Time Employee	Diploma in Computer Science	29	20-Dec-07	51	Phoenix Lamps Limited	0.00%	â
6	Mr. Uma Shanker Sharma	General Manager (Finance)	19,91,681	Full Time Employee	MBA in Finance	41	12-Aug-08	59	Phoenix Lamps Limited	0.00%	â
7	Ms. Roshini Gupta	Vice President-Corporate	29,96,136	Full Time Employee	Bachelor of Arts	4	01l-Apr-14	27	None	Nil	Mr, H. R. Gupta
8	Mr. Nandan Singh Bhakuni	General Manager (Production)	23,05,034	Full Time Employee	Master of Science-Mechanical	24	01-Aug-14	45	Osram India Pvt. Ltd	0.00%	â
9	Mr. Prakash Nauriyal	General Manager (HR& Admin)	22,62,914	Full Time Employee	Bachelor of Science	37	01-Apr-08	58	Phoenix Lamps Limited	0.00%	â
10	Mr. Christy John	GM- Utility	17,05,998	Full Time Employee	AME Â (Electronics)	35	18-Jun-08	58	Phoenix Lamps Limited	0.00%	â

(b) Employees who were In the receipt of remuneration aggregating Rs. 1,02,00,000 or more per annum, If Employed throughout the Financial Yean None

(c) Employed for part of the financial year and was In receipt of remuneration not less than Rs. 8,50,000 per month: None

(d) Employee who was in receipt of remuneration in excess of that drawn by the Managing Director or whole time director or manager and holds by himself or along with his spouse and dependent children, not less than 2% of the equity shares of the Company: None

Â	On behalf of the Board of Directors
Â	For INDOSOLAR LIMITED
Â	H R. GUPTA	GAUTAM SHGH KUTHARI
Â	Managing Director	Director
Â	DIN: 00945195	DIN: 00297722
Place: Greater Noida	Â	Â
Date: 10.08.2018	Â	Â

Mar 31, 2016

The Board has pleasure in presenting the Eleventh Annual Report on business and operations of the Company for the year ended 31^st March 2016.

1. financial highlights

(Rs. in lakhs)

PARTICULARS	YEAR ENDED 31-03-2016	YEAR ENDED 31-03-2015
Revenue from operations (A)	25,768.11	29,597.28
Other Income (B)	215.91	392.16
Operating expenditure (C)	24,933.18	24,824.68
Earnings before interest, tax, depreciation and amortization (EBITDA) [D=A B-C]	1,050.84	5,164.76
Finance Cost (E)	12,520.96	10,283.43
Depreciation and amortization expense (F)	2,657.08	2,698.34
Profit / ( Loss) before tax [G=D-E-F]	(14,127.20)	(7,817.01)
Provision for Taxation (incl. deferred income tax) (H)	0	0
Profit / ( Loss) after tax [I=G-H]	(14,127.20)	(7,817.01)

2. PERFORMANCE REVIEW

During the year under review, the performance of the Company continues to be severely impacted due to significant downturn in the Global Market. However, the Company achieved turnover of Rs. 25,768.11 lakhs and Earnings before interest, tax, depreciation and amortization (âEBITDAâ) of Rs. 1,050.84 lakhs during the year.

Your Directors feel that the Company will be seeing a turnaround in the financial year 2016-17 keeping in view the certain measures taken or expected to be taken by the Government to support of the domestic manufacturers in India viz. domestic content requirement policy, viability gap funding policy etc.

3. RESERVES AND SURPLUS

During the year under review, the Company has not transferred any amount to reserves due to losses incurred.

4. DIVIDEND

Due to non availability of profit, the Board does not recommend any dividend for the year ended 31^st March 2016.

5. STATUS OF IMPLEMENTATION OF 250 MW PROJECT

The project is in the last stages of implementation and it is expected that it will get ready by end of the financial year 2016-17

6. NUMBER OF MEETINGS OF THE BOARD

Five meetings of the board were held during the year. For details of the meetings of the board, please refer to the point no. 2 of the corporate governance report, which forms part of this report.

7. DIRECTORS AND KEY MANAGERIAL PERSONNEL

Pursuant to the provisions of section 149 of the Act, Mr. Gautam Singh Kuthari, Mr. Vidyut Manubhai Vora and Ms. Vinati Dev were appointed as independent directors at the annual general meeting of the Company held on September 30, 2014. They have submitted a declaration that each of them meets the criteria of independence as provided in section 149(6) of the Act and there has been no change in the circumstances which may affect their status as independent director during the year.

As per Section 152 of the Companies Act 2013, Mr. Hulas Rahul Gupta, Managing Director liable to retire by rotation in 11^th AGM and being eligible has offered himself for the reappointment. The Board of Directors recommended the reappointment for the consideration for the shareholders in ensuring AGM.

Pursuant to the provision of Companies Act, 2013, the key managerial personnel of the Company are Mr. Hulas Rahul Gupta, Managing Director, Mr. Anand Kumar Agarwal, Chief Financial Officer and Mr. Manish Gupta, Company Secretary. During the year, Mr. Sandeep Kumar Chopra has resigned from the post of Company Secretary w.e.f. October 01, 2015 and Mr. Manish Gupta has been appointed as Company Secretary w.e.f. November 10, 2015.

8. BOARD EVALUATION

In a separate meeting of independent directors, performance of non-independent directors, performance of the board as a whole and performance of the chairman was evaluated, taking into account the views of executive directors and non-executive directors. The same was discussed in the board meeting that followed the meeting of the independent directors, at which the performance of the board, its committees and individual directors was also discussed. Performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated.

9. POLICY ON DIRECTORSâ APPOINTMENT AND REMUNERATION AND OTHER DETAILS

The Company strives to maintain an appropriate combination of executive, non executive and independent Directors subject to Min of 3 and Maximum of 12 Directors including at least one Women Director.

The Nomination and Remuneration Committee of the Company leads the process for Board Appointment in accordance with the requirements of the Companies Act, 2013, SEBI (Listing Regulations and Disclosure Requirements) Regulations, 2015 and other applicable regulations or policy guidelines.

During the previous year under review the Company has adopted the Nomination and Remuneration Policy for Directors, KMPs and Other Employees. The policy is available on website of the Company i.e. www.indosolar.co.in.

10. extract of the annual return

The extracts of the annual return in form MGT-9 for the Financial Year 2015-16 under the Companies Act 2013 is given in Annexure I to this report.

11. particulars of contracts or arrangements with the related parties referred to in

SECTION 188(1) OF THE COMPANIES ACT, 2013

None of the transactions with related parties falls under the scope of section 188(1) of the Companies Act, 2013. Information on transactions with related parties pursuant to section 134(3)(h) of the Companies Act, 2013 read with rule 8(2) of the Companies (Accounts) Rules, 2014 are given in Annexure lI in Form AOC-2 and the same forms part of this report.

12. particulars of loans, guarantees or investments

During the financial year 2015-16, the Company has not given loans, guarantees/surety or investment as described under Section 186 of the Companies Act, 2013.

13. audit committee

The details pertaining to composition of audit committee are included in the point no. 3 of the Corporate Governance Report, which forms part of this report.

14. CORPORATE SOCIAL RESPONSIBILITY (CSR)

Due to the continued heavy losses incurred by the Company, the CSR provisions of Companies Act, 2013, are not applicable.

15. changes in capital structure

There was no change in capital structuring during the period 2015-16 except change in terms of 95,00,000 zero coupon non cumulative non-convertible redeemable preference shares to 95,00,000 compulsorily convertible preference shares.

16. risk management

In the opinion of the Board, none of the risk faced by the Company threaten its existence. However the following risks are considered to have the potential bearing on the performance of the Company:

(i) Low prices of the Chinese Suppliers of the Solar Voltaic Cells

(ii) Liquidity Crunch is resulting in the delay of completion of line C.

(iii) Threat from new entrants in the Market.

(iv) Inability of the Company to get the Continuous Orders throughout the year.

The Risk Management Policy is available on the Companyâs Website www.indosolar.co.in.

17. INTERNAL FINANCIAL CONTROLS AND ITS ADEQUACY

The details in respect of internal financial control and their adequacy are included in the point no. 5 of the management discussion & analysis report, which forms part of this report.

18. vigil mechanism

The Company has in place a Whistleblower policy, to support the Codes of Business Ethics. This policy documents the Companyâs commitment to maintain an open work environment in which employees , consultants and contractors are able to report instances of unethical or undesirable conduct, actual or suspected frauds or any violation of Companyâs Code of Business Ethics at a significantly Senior Level without fear of intimidation or retaliation. The Companyâs Whistle Blower Policy has been posted on the Companyâs website www.indosolar.co.in.

19. AUDITORS STATUTORY AUDITORS

Pursuant to the provisions of Section 139 of the Companyâs Act 2013 and the Rules framed there under M/s B S R & Co. LLP, Chartered Accountants were appointed as the Statutory Auditors of the Company from the conclusion of 9^th Annual General Meeting (âAGMâ) held on 30^th Sep 2014 till the conclusion of 13^th AGM to be held in the Year 2018 subject to ratification of their appointment by the shareholders of the Company in every AGM.

The Board of Directors recommends their ratification by way of an ordinary resolution in the ensuing AGM.

COST AUDITOR

In terms of Section 148 of the Companies Act, 2013 read with Companies (Cost Records and Audit) Rules, 2014, the Company is required to maintain cost accounting records and get them audited for the Financial Year 2016-17

The Board has appointed M/s Kabra & Associates Cost Accountants as the Cost Auditors for the Company for the Financial Year 2016-17 for the fees of Rs. 50000/- (Rupees Fifty Thousand Only) plus applicable taxes and out of pocket expenses subject to the ratification of the said fees by the Shareholders at the ensuing AGM.

SECRETARIAL AUDITOR

Pursuant to the provisions of the Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration) Rules, 2014, the Company had appointed M/s Chandrasekaran Associates a firm of Company Secretaries in Practice to undertake the secretarial audit of the company for the Financial Year 2015-16. The report of secretarial audit is annexed to this report as Annexure III.

The Secretarial Auditorâs Report is self explanatory and does not require further comment.

20. STATUTORY AUDITORSâ REPORT

On the Auditorsâ qualified opinion with regards to Going Concern Status of the Company, the reply from the management is as under:

1. Due to the adverse market conditions from last four years, the Company could not meet its liabilities of Rs 59,444.58 lakhs due on the first CDR and on Account of purchase of materials and capital goods for Rs. 6,452.78 lakhs as mentioned in para 4(a) of the Auditorsâ Report.

In view to above, the Bankers are considering the transfer of loan liabilities to some ARCs and/or to invoke change in the management instead of considering our proposal for 2^nd CDR scheme.

2. The Long Disputed cases namely the dispute regarding the Capital Subsidy under Special Incentive Package has been decided in the favour of the Company. Refer Delhi High Court Order Wp(C) No. 3625/2013. However, the DIT (âDepartmentâ) aggrieved with the said order and filed writ petition with Delhi High Court to challenging the said order. The matter is yet not concluded.

3. The Dispute with MP Urja regarding the turnkey contract is in the final stages of getting settled.

4. In view of the numerous uncertainty and accumulated losses, Auditorâs shows inability to uncertain of quantum of impairment in respect of carrying value of fixed assets. However, the Company feels that in view of future market prospects such provision is not necessary.

21. DEPOSITS

The Company has not accepted any deposits from public during the financial year under review.

22. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO

Information relating to conservation of energy, technology absorption and foreign exchange earnings and outgo as

required to be furnished under the provisions of section 134 (3) (m) given as Annexure IV to this report.

23. DIRECTORSâ RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134 of the Companies Act, 2013, the Directors confirm that:-

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

d. they had prepared the annual accounts on a going concern basis;

e. they had laid down Internal financial controls to be followed by the Company and such internal financial controls are adequate and were operating effectively; and

f. they had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

24. PARTICULARS OF EMPLOYEES

The information required under section 197 of the Companies Act, 2013 read with Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given below:

a) The ratio of the remuneration of each director to the median remuneration of the employees of the company for the financial year;

Name of Director	Designation	Ratio to Median Remuneration
Mr. Hulas Rahul Gupta	Managing Director	42:1
Mr. Gautam Singh Kuthari	Non-Executive Independent Director	0
Mr. Vidyut Manubhai Vora	Non-Executive Independent Director	0
Ms. Vinati Dev	Non-Executive Independent Director	0

b) The percentage increase in remuneration of each director, Chief Executive Officer, Chief Financial Officer, Company Secretary or Manager, if any, in the financial year;

Name of Person	Designation	% Increase in remuneration
Mr. Hulas Rahul Gupta	Managing Director	0
Mr. Gautam Singh Kuthari	Non-Executive Independent Director	0
Mr. Vidyut Manubhai Vora	Non-Executive Independent Director	0
Ms. Vinati Dev	Non-Executive Independent Director	0
Mr. Anand Kumar Agarwal	Chief Financial Officer	0
Mr. Manish Gupta	Company Secretary	0

(d) The number of permanent employees on the rolls of company as on 31^st March 2016: 283

(e) The explanation on the relationship between average increase in remuneration and company performance:

On an average, employees received an increase of 7.60%. The increase in remuneration is in line with the market trends and is necessary to retain the employees.

(f) Comparison of the remuneration of the Key Managerial Personnel against the performance of the company:

Particulars	Rs. (in lakhs)
Remuneration of Key Managerial Personnel (KMP) during financial year 201516 (aggregated)	74.60
Revenue from operations	25,768.11
Remuneration of KMPs (as % of revenue)	0.29%
Profit before tax (PBT)	(14,127.20)
Remuneration (as % of PBT)	N.A. as PBT is negative

(g) Variations in the market capitalization of the Company, price earnings ratio as at the closing date of the current financial year and previous financial year and percentage increase over decrease in the market quotations of the shares of the Company in comparison to the rate at which the Company came out with the last public:

Particulars	Unit	As at 31st Mar 16	As at 31st Mar 15	Variation (%)
Closing Rate of Share at NSE	Rs.	8.20	14.90	-44.97%
Closing Rate of Share at BSE	Rs.	8.18	14.90	-45.10%
Earnings Per Share	Rs.	-3.94	-2.26	-74.34%
Market Capitalization	Rs./lakhs	29,366.66	53,361.37	-44.97%
Price Earnings ratio	Ratio	N.A. as EPS is -ive	N.A. as EPS is -ive

(h) average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration:

The average increase in salaries of employees other than managerial personnel in 2015-16 was 7.60%. Percentage increase in the managerial remuneration for the year was 0%. The Managerial Remuneration paid to directors recovered as per MCA order.

(i) Comparison of each remuneration of the Key Managerial Personnel against the performance of the Company:

Particulars	Hulas Rahul Gupta, Managing Director	Anand Kumar Agarwal, Chief Financial Officer	Manish Gupta/ Sandeep Chopra Company Secretary
Remuneration in FY 16 (Rs. in lakhs)	Nil	72.00	10.22
Revenue (Rs. in lakhs)	25,768.11
Remuneration (as % of revenue)	Nil	0.28%	0.04%
Profits/ (loss) before tax (PBT) (Rs. in lakhs)	(14,12720)
Remuneration (as % of PBT)	N.A.as PBT is negative

(j) The key parameters for any variable component of remuneration availed by the directors:

There is no variable component approved for the payment to any director.

(k) The ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year:

None.

(l) Affirmation that the remuneration is as per the remuneration policy of the Company:

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

(m)Information as per Rule 5(2) of Chapter XIII of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

During the year following employees received salary in excess of Rs. 60 lakhs p.a. or employed for the part of year with Average Salary above Rs. 5 Lakhs

S. No.	Name & Designation	Age	Qualifi cation	Expe rience	Date of Commencement of Employment	Gross Salary perYear (in lakh)	Previous Employ ment	Nature of Employ-ment	% of Equity Shares held
1	B K Gupta, Chairman & Whole-time Director*	80	BA	51 years	15^th Jan 2008	50.59	Phoenix lamps Limited	Full Time Employ ee	15.78%
2	H R Gupta, Managing Director*	56	BBA	31 years	15^th Jan 2008	134.40	Phoenix lamps Limited	Full Time Employ ee	22.45%
3	A K Agarwal, Chief Finance Officer	66	B.Com	41 years	01^st July 2008	72.00	Phoenix lamps Limited	Full Time Employ ee	0.11%
4	D N Singh, Chief Technical Officer	66	Ph.D Micro elec tronics	39 years	12^th August 2008	69.18	Semi Conductor Complex Limited	Full Time Employ ee	0.00%

*The remuneration so paid during the year was recovered as per MCA order (please refer Note No. 34(c) of the Notes to the Financial Statement.

25. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

26. CORPORATE GOVERNANCE REPORT

Your Company strives to ensure that best Corporate Governance Practices are identified, adopted and consistently followed.

The Report on the Corporate Governance forms an integral part of this report and is set out as Annexure VI to this report. The Certificate from the practicing Company Secretary M/s Chandrasekaran Associates, Company Secretaries, certifying compliance with the conditions of the Corporate Governance as stipulated under Clause 49 of the Listing Agreement with Stock Exchanges up to November 30, 2015 and Regulation 15(2) of the SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015 effective from December 01, 2015 is annexed with the report on Corporate Governance.

27. LISTING OF SHARES

The Equity Shares of the Company are listed on BSE Limited and National Stock Exchange of India Limited. The listing fees for the financial year 2016-17 has been paid.

28. PREVENTION OF SEXUAL HARASSMENT

The Company is committed to provide a protective environment at workplace for all its women employees. To ensure that every woman employee is treated with dignity and respect and as mandate under âThe Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013â the Company has in place a formal policy for prevention of sexual harassment of its women employees.

The Company has an Anti Sexual Harassment Policy in line with the requirement of âThe Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013â.â

Further, the Company has constituted Internal Complaints Committee to redress Complaints received regarding sexual harassment during the period. The following is a summary of sexual harassment complaints received and disposed off during the period:

Number of Complaints received	Nil
Number of Complaints disposed off	Nil

29. APPRECIATION

Your Directors wish to place on record their sincere appreciation of the efforts and dedicated services of all the employees which have contribute by staying with the Company in the tough period .

30. acknowledgements

The Board of Directors places on record its appreciation for the support, assistance and co-operation received from Government, Regulators and the bankers to the Company, i.e. Union Bank of India, Andhra Bank, Bank of Baroda, Corporation Bank and Indian Bank.

The Board is thankful to the shareholders for their support to the Company.

The Board is also thankful to the employees of the Company for their co-operation and unstinted dedication to duty leading to cordial industrial relations during the year under review.

On behalf of the Board of Directors

For INDOSOLAR LIMITED

H. R. GUPTA GAUTAM SINGH KUTHARI

Managing Director Director

DIN:00297722 DIN: 00945195

Place : Greater Noida

Date : August 08, 2016

Mar 31, 2015

The Board has pleasure in presenting the Tenth Annual Report on business and operations of the Company for the year ended 31st March 2015.

1. FINANCIAL SUMMARY (Rs. in Crores)

PARTICULARS YEAR ENDED YEAR ENDED 31ST MARCH 2015 31ST MARCH 2014

INCOME FROM SALES AND SERVICES 295.97 15.67

OTHER INCOME 3.92 2.43

TOTAL INCOME 299.89 18.09

OPERATING EXPENSES 248.25 44.11

PROFIT BEFORE DEPRECIATION, INTEREST AND TAX 51.65 (26.01)

DEPRECIATION AND AMORTIZATION EXPENSE 26.98 30.19

INTEREST 102.83 80.75

PROFIT / (LOSS) BEFORE TAX (78.17) (136.95)

PROVISION FOR TAXATION (INCL. DEFERRED INCOME TAX) 0 0

ADD: PROFIT/( LOSS) BROUGHT FORWARD FROM PREVIOUS YEAR (600.89) (463.94)

ADD DEPRECIATION PURSUANT TO COMPANIES ACT 2013 (.46) 0

BALANCE CARRIED TO BALANCE SHEET (679.52) (600.89)

2. PERFORMANCE REVIEW

During the year under review, the performance of the Company continues to be severely impacted due to significant down turn in the Global Market. However in the last two quarters of the year , company got the orders worth 132.65 Mega Watt , because of which the Company could recommence the production and also logged in profit in the last quarter, though company incurred the loss on full year basis.

Your Directors feel that the Company will be seeing a turn around in the coming quarters keeping in view the certain measures taken or expected to be taken by the Government to support of the domestic manufacturers in India viz. domestic content requirement policy , viability gap funding policy etc.

3. RESERVES AND SURPLUS (Rs. in Crores)

PARTICULARS YEAR ENDED YEAR ENDED 31ST MARCH 2015 31ST MARCH 2014

Securities premium account 214.88 214.87

(Loss) in the Statement of Profit and Loss

At the commencement of the year (600.89) (463.94)

Add: Depreciation pursuant to companies act 2013 (.46)

Add: (loss) for the year (78.17) (136.95)

Net (loss) in the Statement of Profit and Loss (679.53) (600.89)

Total Reserves and surplus (464.65) (386.02)

During the year under review, the Company has not transferred any amount to any reserves due to heavy losses incurred.

4. DIVIDEND

Due to non availability of profit, the Board does not recommend any dividend for the year ended 31st March 2015

5. STATUS OF IMPLEMENTATION OF 250 MW PROJECT

The project is in the last stages of implementation and it is expected that it will get ready in near future. The Company is negotiating with the banks for the release of required funds to avoid further delays.

6. BOARD OF DIRECTORS AND ITS MEETINGS

The Company has a professional board with right mix of knowledge, skills and expertise with an optimum combination of executive, non executive and independent Directors including one Women Director.

The Board provides the strategic guidance and direction to the Company in achieving its business objectives and protecting the interest of the Stakeholders.

One Meeting of the Board of Directors is held in each quarter. Additional meetings of the Board / Committees are convened as may be necessary for the proper management of the business operations of the Company.

During the year ended 31st March 2015 , the Board of Directors met six times viz on 29th May 2014, 12th Aug 2014 ( two times) , 13th Oct 2014, 14th Nov 2014 & 19th Jan 2015.

7. DIRECTORS / KEY MANAGERIAL PERSONNEL APPOINTMENT OR RESIGNATION

Our beloved Chairman , mentor and guide Mr Bhushan Kumar Gupta has left for the heavenly abode this 17th Aug. 2015. All the Members of Board on behalf of your Company acknowledge his immense contribution and pray that the great soul may rest in peace.

As per Section 152 of the Companies Act 2013 , Mr Hulas Rahul Gupta Whole time Director retiring by rotation in 10th AGM being eligible has offered himself for the reappointment. Board has recommended the reappointment.

During the year 2014-15 , The Board of Directors on the recommendation of the Nomination and Remuneration Committee appointed Ms Vinati Dev as additional director in the category of Independent and Non-Executive Director in the Board Meeting held on 12th Aug 2014 . Board in its meeting held on 12th Aug 2014 appointed Mr. Anand Kumar Agarwal as Chief Finance Officer w.e.f. 1st July 2014 for a period of five years. Shareholders in the Annual General Meeting held on 30th Sep 2014 appointed Mr Vidyut M Vora , Ms Vinati Dev and Mr Gautam Singh Kuthari as Independent Non-Executive Directors for the period of five years. .

8. EXTRACT OF THE ANNUAL RETURN

The relevant extracts of the annual return in form MGT 9 for the Financial Year 2014-15 under the Companies Act 2013 is given in as Annexure I to this report.

9. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH THE RELATED PARTIES REFERRED TO IN SECTION 188(1) OF THE COMPANIES ACT , 2013.

All the related party transactions that were entered during the financial year were in the ordinary course of business and were on arm's length basis . All the related party transactions , wherever applicable , are placed before the Audit Committee. The Quarterly disclosures of the transactions with the related party are made to the Audit Committee.

The policy on Materiality of Related Party Transactions as approved by the Board is uploaded on the website www.indosolar.co.in .

In compliance of Section 134(5) of the Companies Act , 2013 , the particulars of the contracts or arrangements with the related parties refered to in Section 188 (1) of the Companies Act are enclosed in Form AOC-2 , as a part of this report as Annexure Â II.

10. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186:

No loans , guarantees or investment as described under Section 186 of the Companies Act has been given by the Company during the Financial Year 2014-15.

11. AUDIT COMMITTEE

The Company has an adequately qualified Audit Committee constituted in accordance to the provisions of Companies Act 2013 and Clause 49 of the listing agreement.

As on 31st March 2015 , the Committee comprised of three members and all of them are Non-Executive Independent Directors viz. Mr Gautam Singh Kuthari , Mr Vidyut Manubhai Vora , Ms Vinati Dev.

All the members are financially literate and have accounting or related financial management expertise.

12. CORPORATE SOCIAL RESPONSIBILITY ( CSR)

Due to the continued heavy losses incurred by the Company, the CSR provisions of Companies Act, 2013, are not applicable.

13. POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION INCLUDING THE CRITERIA FOR DETERMINING QUALIFICATIONS , POSITIVE ATTRIBUTES , INDEPENDENCE OF A DIRECTOR AND OTHER MATTERS AS PROVIDED UNDER SECTION 178(3) OF THE COMPANIES ACT, 2013.

The Company strives to maintain an appropriate combination of executive , non executive and independent Directors subject to Min of 3 and Maximum of 12 Directors including at least one Women Director.

The Nomination and Remuneration Committee of the Company leads the process for Board Appointment in accordance with the requirements of the Companies Act, 2013 , listing agreement and other applicable regulations or policy guidelines.

During the current year under review the Company has adopted the Nomination and Remuneration Policy for Directors , KMPs and Other Senior Employees . The policy is attached as Annexure III.

14. PERFORMANCE EVALUATION OF BOARD , COMMITTEES & INDIVIDUAL DIRECTORS

Nomination and Remuneration Committee carried out a formal evaluation of the performance of the Board , its committees, the Chairman and the Individual Directors. The evaluation was done using the questionnaire covering amongst others, vision , strategy , risk management , budgetary controls , receipt for the regular inputs and information, functioning performance and structure of the Board Committees , ethics and values , skill sets , knowledge & expertise of the Directors , leadership etc.

15. CHANGES IN CAPITAL STRUCTURE

There has been preferential allotment of 2,29,85,973 Equity Shares pursuant to the provisions of Chapter VII of the Securities and Exchange Board of India ( Issue of Capital and Disclosure Requirements) Regulations 2009, as amended , as approved by the Board of Directors in their meeting held on 12th August 2014 and as approved by the shareholders of the Company in Annual General Meeting held on 30th September 2014. Out of the 22985973 shares, 20485973 shares have been allotted to Greenlite Lighting Corporation against the Conversion of ECB Loan and Cash. Balance 2500000 Equity shares have allotted to Skybase Infra Private Limited against the conversion of unsecured loan.

16. RISK MANAGEMENT

The Board of Directors is overall responsible for identifying, evaluating and managing all the significant risks faced by the Company. The Board has approved the Risk Management Policy, which acts as the guideline by which the key risks are managed across the organization.

In the opinion of the Board, none of the risk faced by the Company threaten its existence. However the following risks are considered to have the potential bearing on the performance of the Company:

(i) Low prices of the Chinese Suppliers of the Solar Voltaic Cells

(ii) Liquidity Crunch is resulting in the delay of completion of line C.

(iii) Threat from new entrants in the Market.

(iv) Inability of the Company to get the Continuous Orders throughout the year.

The Risk Management Policy is available on the Company's Website www.indosolar.co.in

17. INTERNAL FINANCIAL CONTROLS AND ITS ADEQUACY

The Company has put in place an adequate system of Internal and Financial Control commensurate with its size and nature of business which helps in ensuring the orderly and efficient conduct of its business.

18. VIGIL MECHANISM

The Company has in place a Whistleblower policy , to support the Codes of Business Ethics. This policy documents the Company's commitment to maintain an open work environment in which employees , consultants and contractors are able to report instances of unethical or undesirable conduct, actual or suspected frauds or any violation of Company's Code of Busines Ethics at a significantly Senior Level without fear of intimidation or retaliation. The Company's Whistle Blower Policy has been posted on the Company's website www.indosolar.co.in .

19. STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS

In terms of the definition of the "independent director" as prescribed under clause 49 of the Listing Agreement entered with Stock Exchange under Clause 49 of the Listing Agreement entered with Stock Exchanges and Section 149(6) of the Companies Act 2013 and based on the confirmation / disclosures received , following Non-Executive Directors are Independent Directors :-

S.No. Name DIN

1 Mr Gautam Singh Kuthari 00945195

2 Mr Vidyut Manubhai Vora 06810035

3 Ms Vinati Dev 06922256

20. AUDITORS

STATUTORY AUDITORS

Pursuant to the provisions of Section 139 of the Company's Act 2013 and the Rules framed there under M/s B S R & Co. LLP (earlier B S R & Co.), Chartered Accountants were appointed as the Statutory Auditors of the Company from the conclusion of 9th AGM held on 30th Sep 2014 till the conclusion of 13th AGM to be held in the Year 2018 subject to ratification of their appointment in every AGM.

The Board of Directors recommends their ratification by way of an ordinary resolution in the forth coming AGM.

COST AUDITOR

In terms of Section 148 of the Companies Act , 2013 read with Companies ( Cost Records and Audit ) Rules , 2014, the Company is required to maintain cost accounting records and get them audited for the Financial Year 2015-16.

The Board has appointed M/s Kabra & Associates Cost Accountants as the Cost Auditors for the Company for the Financial Year 2015-16 for the fees of Rs. 50000/- ( Rupees Fifty Thousand Only) plus applicable taxes and out of pocket expenses subject to the ratification of the said fees by the Shareholders at the ensuing AGM.

SECRETARIAL AUDITOR

Pursuant to the provisions of the Section 204 of the Companies Act , 2013 and the Companies ( Appointment and Remuneration ) Rules, 2014 , the Company had appointed M/s Chandrasekaran Associates a firm of Company Secretaries in Practise to undertake the secretarial audit of the company for the Financial Year 2014-15. The report of secretarial audit is annexed to this report as Annexure IV.

The Secretarial Auditor's Report is self explanatory and does not require further comment.

21. STATUTORY AUDITORS' REPORT

On the Auditors' qualified opinion with regards to Going Concern Status of the Company, the reply from the management is as under:

1. As regards inability to meet its liabilities of Rs 265.23 Cr due on the first CDR and on Account of purchase of materials and capital goods for Rs. 38.66 Cr as mentioned in para 4(a) of the Auditors' Report, it is submitted that the Company is in the last stages of the negotiation of 2nd CDR package and favorable policies like Domestic Content Requirements and Viability Gap Funding etc. are expected to be announced by the Government.

2. During the year under review , the performance of the Company continues to be severely impacted due to significant downturn in the Global Market . However in the last two quarters of the year , company got the orders worth 132.65 Mega Watt , because of which the Company could recommence the production and also logged in profit in the last quarter though company incurred the loss on full year basis. Your Directors feel that the Company will be seeing a turnaround in the coming quarters keeping in view the certain measures taken or expected to be taken by the Government to support the domestic manufacturers in India including domestic content requirement , viability gap funding etc.

3. The Long Disputed cases namely the dispute regarding the Capital Subsidy under Special Incentive Package has been decided in the favour of the Company. Refer Delhi High Court No. WPÂ© 3625/2013.

4. The Dispute with MP Urja regarding the turnkey contract in in the final stages of getting settled.

5. The Dispute with the Custom's Authorities with regards to the Show Cause Notice being received for the demand of the Customs Duty foregone for importing 250 MW Project equipment has been dropped in the month of July 2015.

6. As regards inability of the auditors to express an opinion on financial statements and obtain all information and explanations mentioned in para 5 of the Auditors' Report, it is submitted that the auditors have not expressed any opinion on the financial results due to their inability to collect audit evidence to provide a basis for an audit opinion on account of multiple uncertainties created by external and internal factors like consideration of 2nd Corporate Debt Restructuring proposal of the Company and other key policy initiatives of the government etc.

22. DEPOSITS

The Company has not accepted any deposits from public during the financial year under review.

23. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO

Information relating to conservation of energy, technology absorption and foreign exchange earnings and outgo as required to be furnished under the provisions of section 134 (3) (m) given as Annexure V to this report.

24. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134 of the Companies Act, 2013, the Directors confirm that :- i. in preparation of the accounts for financial year ended 31st March, 2015, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii. the appropriate accounting policies have been selected and applied consistently and have 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 of the loss of the Company for the year ended 31st March 2015;

iii. proper and sufficient care has been taken for 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;

iv. the annual accounts have been prepared on a going concern basis.

v. Internal financial controls have been laid down to be followed by the Company and such internal financial controls are adequate and were operating effectively.

vi Proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

25. DISCLOSURES UNDER SECTION 197 OF THE COMPANIES ACT, 2013 AND RULE 5 OF THE COMPANIES ( APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL ) RULES, 2014

A-Disclosure pursuant to Section 197(12) of the Companies Act 2013 and Rule 5 of Companies ( Appointment and Remuneration of Managerial Personnel ) Rule, 2014 is provided below:

a) the ratio of the remuneration of each director to the median remuneration of the employees of the company for the financial year;

Name of Director Designation Ratio to Median Remuneration

Mr Bhushan Kumar Gupta Executive Chairman & Whole time Director 46:1

Mr Hulas Rahul Gupta Managing Director 46:1

Mr Gautam Singh Kuthari Non-Executive Independent Director 0

Mr Vidyut Manubhai Vora Non-Executive Independent Director 0

Ms Vinati Dev Non-Executive Independent Director 0

b) the percentage increase in remuneration of each director, Chief Executive Officer, Chief Financial Officer, Company Secretary or Manager, if any, in the financial year;

Name of Person Designation % Increase in remuneration

Mr Bhushan Kumar Gupta Executive Chairman & Whole time Director 150%

Mr Hulas Rahul Gupta Managing Director 150%

Mr Gautam Singh Kuthari Non-Executive Independent Director 0

Mr Vidyut Manubhai Vora Non-Executive Independent Director 0

Ms Vinati Dev Non-Executive Independent Director 0

Mr Anand Kumar Agarwal CFO 0

(b) The percentage increase in the median remuneration of employees in the financial year 17%.

(c) The number of permanent employees on the rolls of company as on 31st March 2015: 282

(d) the explanation on the relationship between average increase in remuneration and company performance;

On an average, employees received an increase of 26.84%. The increase in remuneration is in line with the market trends and is necessary to retain the employees. Since Company is incurring heavy losses hence it is not possible to establish the relationship between the increase in remuneration and company performance.

(e) comparison of the remuneration of the Key Managerial Personnel against the performance of the company;

Particulars Rs./lac

Remuneration of Key Managerial Personnel (KMP) during financial year 2014-15 (aggregated) 201.84

Revenue from operations 29597.55

Remuneration (as % of revenue) 0.68%

Profit before tax (PBT) -7817.01

Remuneration (as % of PBT) N.A.as PBT is negative

(f) variations in the market capitalisation of the Company, price earnings ratio as at the closing date of the current financial year and previous financial year and percentage increase over decrease in the market quotations of the shares of the Company in comparison to the rate at which the Company came out with the last public offer in case of listed companies, and in case of unlisted companies, the variations in the net worth of the company as at the close of the current financial year and previous financial year;

Particulars Unit As at As at Variation 31st Mar 15 31st Mar 14 (%)

Closing Rate of Share at NSE Rs. 14.90 1.86 701%

EPS (Consolidated) Rs. -2.26 -4.09 44%

Market Capitalization Rs./lacs 53361.37 6233.68 756%

Price Earnings ratio Ratio N.A. as EPS N.A. as is -ive EPS is -ive

(g) average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration

The average increase in salaries of employees other than managerial personnel in 2014-15 was 12.66%. Percentage increase in the managerial remuneration for the year was 150%. The Managerial Remuneration to Managing Director and Chairman is as per the Companies Act Provisions and subject to Central Government Permission.

(h) Comparison of each remuneration of the Key Managerial Personnel against the performance of the Company

Particulars Chief Executive Officer Chief Financial Officer Company Secretary Rs./lac Rs./lac Rs./lac

FY 15 Remuneration 73.92 54 N.A. as there was no CS during the Period

Revenue 29597.55 29597.55

Remuneration (as % of revenue) 0.25% 0.18%

Profits before tax (PBT) -7817.01 -7817.01

Remuneration (as % of PBT) N.A.as PBT is-ive N.A.as PBT is-ive

(i) the key parameters for any variable component of remuneration availed by the directors;

There is no variable components approved for the payment to any director.

(j) the ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year;

Not applicable.

(k) affirmation that the remuneration is as per the remuneration policy of the Company

The Company's remuneration policy is driven by the success and performance of the individual employees and the Company. Through its compensation package, the Company endeavours to attract, retain, develop and motivate a high performance staff. The Company follows a compensation mix of fixed pay, benefits and performance based variable pay. Individual performance pay is determined by business performance and the performance of the individuals measured through the annual appraisal process. The Company affirms remuneration is as per the remuneration policy of the Company.

B- Information as per Rule 5(2) of Chapter XIII of the Companies ( Appointment and Remuneration of Managerial Personnel ) Rules, 2014 :

During the year following employees received salary in excess of Rs. 60 lacs p.a. or employed for the part of year with Average Salary above Rs. 5 Lacs

S. No. Designation Age Qualifi cation Experience Date of Commencement of Employment

Chairman and 80 BA 50 year 15th Jan 2008 Whole time Director

Managing 56 BBA 30 years 15th Jan 2008 Director

Chief Finance 66 B.Com 40 year 1st July 2008 Officer

Designation Gross Previous Nature of % of Equity Salary per Employment Employment Shares held Year (in lacs)

Chairman and Whole time Director 73.92 Phoenix lamps Full time 15.78% Limited Employee

Managing Director 73.92 Phoenix lamps Full Time 22.45% Limited Employee

Chief Finance Officer 54 lac Phoenix lamps Full Time .09% Limited Employee

26. BUSINESS RESPONSIBILITY STATEMENT

The Business Responsibility Report for the financial year 2014-15 forms the part of the annual report.

27. MATERIAL AND SIGNIFICANT ORDERS PASSED BY REGULATORS & COURTS

During the Financial Year following Significant orders have been passed by the court/ regulators.

(i) Delhi High Court has ruled in Case No. : WP(C_ No.3625/2013 confirming the entitlement of the subsidy under special incentive scheme to Indosolar Limited.

(ii) The Commissioner Central Excise Noida II has passed order in favour of Indosolar Limited against the show cause notice for the payment of Custom Duty of INR 94.30 Cr along with Interest and Penalties.

29. CORPORATE GOVERNANCE REPORT

Your Company strives to ensure that best Corporate Governance Practices are identified , adopted and consistently followed .

The Report on the Corporate Governance forms an integral part of this report and is set out as Annexure VI to this report. The Certificate from the practicing Company Secretary "Chandrasekaran Associates Company Secretaries" certifying compliance with the conditions of the Corporate Governance as stipulated in Clause 49 of the listing agreement is annexed with the report on Corporate Governance.

30. LISTING OF SHARES

The Equity Shares of the Company are listed on BSE Limited and National Stock Exchange of India Limited. The listing fees for the Financial Year 2015-16 has been paid.

31. APPRECIATION

Your Directors wish to place on record their sincere appreciation of the efforts and dedicated services of all the employees which have contribute by staying with the Company in the tough period .

32. PREVENTION OF SEXUAL HARASSMENT

The Company is committed to provide a protective environment at workplace for all its women employees. To ensure that every woman employee is treated with dignity and respect and as mandate under " The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal ) Act, 2013" the Company has in place a formal policy for prevention of sexual harassment of its women employees.

The Company has in place an Anti Sexual Harassment Policy in line with the requirement of "The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal ) Act, 2013".

Further, the Company has constituted Internal Complaints Committee to redress Complaints received regarding sexual harassment during the period. The following is a summary of sexual harassment complaints received and disposed off during the period:

Number of Complaints received Nil

Number of Complaints disposed off Nil

33. ACKNOWLEDGEMENTS

The Board of Directors places on record its appreciation for the support, assistance and co-operation received from Government, Regulators and the bankers to the Company, i.e. Union Bank of India, Andhra Bank, Bank of Baroda, Corporation Bank and Indian Bank.

The Board is thankful to the shareholders for their support to the Company.

The Board is also thankful to the employees of the Company for their co-operation and unstinted dedication to duty leading to cordial industrial relations during the year under review.

On behalf of the Board of Directors

For INDOSOLAR LIMITED

Place : Greater Noida GAUTAM SINGH KUTHARI H.R. GUPTA

Date :21.08.2015 (Director) (MANAGING DIRECTOR)

DIN: 00945195 DIN: 00297722

Mar 31, 2014

Dear members,

The Board has pleasure in presenting the Ninth Annual Report on business and operations of the Company for the year ended 31st March 2014.

1. FINANCIAL RESULTS (Rs. in Crores)

PARTICULARS YEAR ENDED YEAR ENDED 31ST MARCH 2014 31ST MARCH 2013

TOTAL INCOME 18.09 55.81

PROFIT / (LOSS) BEFORE INTEREST, DEPRECIATION AND TAX (26.01) (25.55)

INTEREST 80.75 59.24

CASH PROFIT / (LOSS) (106.76) (84.79)

DEPRECIATION 30.19 39.10

PROFIT / (LOSS) BEFORE TAX (136.95) (123.89)

PROFIT / (LOSS) AFTER TAX (136.95) (123.89)

PROFIT / (LOSS) BROUGHT FORWARD (463.94) (340.05)

PROFIT / (LOSS) TO BE CARRIED FORWARD TO BALANCE SHEET (600.89) (463.94)

2. PERFORMANCE REVIEW

During the year under review, performance of the Company continued to be severely impacted due to downturn in SPV Cell industry. Added to this, large scale dumping at cheap prices of PV Cells from select countries worsened the performance of the Company. The plant remained closed during the year due to considerable fall in selling prices. Lower sales realization as well as underutilization of capacity resulted in heavy cash losses. The liquidity had dried-up and the Company is not in a position to service its debt till revival of the market. In view of the same, the Company has approached its Bankers for second corporate debt restructuring which is under consideration by the Banks.

During the year under review, your Company reported total income of Rs. 18.09 Crores as against Rs. 55.81 Crores last year. After making a provision of Rs. 80.75 Crores towards interest and Rs.30.19 Crores towards depreciation, the current financial year closed with a loss of Rs. 136.95 Crores as against loss of Rs. 123.89 Crores last year.

3. STATUS OF IMPLEMENTATION OF 200 MW PROJECT

The 200 MW solar cell manufacturing line upgraded to 250 MW and part of auxiliary equipments have been arrived at the factory. However, inspite of sanction of additional CAPEX for the project by CDR cell, some Banks have not released sanctioned funds and the installation of the line has been delayed due to this reason. The Company is requesting the Banks to release the undisbursed amounts approved but undisbursed by the Banks.

4. DIVIDEND

Due to non availability of profit, the Board does not recommend any dividend for the year ended 31st March 2014.

5. PAYMENT OF ANNUAL LISTING FEES

Annual listing fee for financial year 2014-2015 has been paid to National Stock Exchange of India Limited and BSE Limited.

6. DIRECTORS

Mr. Bhushan Kumar Gupta, the Executive Chairman will retire by rotation at the forthcoming Annual General Meeting and being eligible offers himself for re-appointment. Board recommends the same for your approval.

During the year, Mr. Arun Kumar Gupta has resigned from the Board with effect from 16th August 2013, Mr. Gurbaksh Singh Vohra has resigned from the Board with effect from 20th August 2013 and Mr. Anand Kumar Agarwal has resigned from the Board and as Whole Time Director cum Chief Financial Officer of the Company with effect from 13th February 2014.

Mr. Vidyut Manubhai Vora has been appointed as an additional director of the Company in the category of Independent and Non-Executive Director with effect from 13th February 2014 to hold the office of director upto the date of ensuing Annual General Meeting. The Board has received letter from shareholder alongwith deposit of Rs. 1,00,000/- for appointment of Mr. Vidyut Manubhai Vora as director of the Company. The Board recommends the same for your approval.

Ms. Vinati Dev has been appointed as an additional director of the Company in the category of Independent and Non-Executive Director with effect from 12th August 2014 to hold the office of director upto the date of ensuing Annual General Meeting. The Board has received letter from shareholder alongwith deposit of Rs. 1,00,000/- for appointment of Ms. Vinati Dev as director of the Company. The Board recommends the same for your approval. Pursuant to Section 149 of the Companies Act, 2013, ("the Act") the Board has recommended appointment of Mr. Vidyut Manubhai Vora, Mr. Gautam Singh Kuthari and Ms. Vinati Dev as Independent and Non-Executive Directors of the Company, not liable to retire by rotation for a period of five years subject to approval of the Members of the Company. These Directors have given the declarations to the Board that they meet the criteria of independence as provided under Section 149(6) of the said Act and also confirmed that they will abide by the provisions as mentioned in Schedule IV of the Act.

The Board recommends the same for your approval.

7. DIRECTORS REMUNERATION

During the year, the Board, considering the cash flow restraint of the Company, has decided not to pay any remuneration to the Directors of the Company with effect from 1st April 2013.

8. STATUTORY AUDITORS

The Company has received a letter from M/s B S R & Co. LLP (earlier B S R & Co.), Chartered Accountants, the Statutory Auditors of the Company expressing their willingness for re-appointment as statutory auditors and simultaneously their eligibility certificate pursuant to section 141 of the Companies Act, 2013. Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the Rules framed there under, it is proposed to re-appoint M/s B S R & Co. LLP as Statutory Auditors of the Company for a period of four years to hold the office from conclusion of this Annual General Meeting (AGM) till the conclusion of 13th AGM, subject to ratification of their appointment at the subsequent AGMs.

The Board of Directors recommends their re-appointment for your approval by way of an ordinary resolution.

9. STATUTORY AUDITORS'' REPORT

On the Auditors'' observations, reply from the management is as under:

(i) As regards inability of the Company to carry on as a going concern mentioned in para 4.1 of the Auditors'' Report, it is submitted that the Company was not in a position to carry out the production on continuous basis due to cost of production being higher than the market price. The concerned department of the government has already activated imposition of anti-dumping duty on imports of solar cells & modules and also mandated local content condition under JNNSM scheme for revival of the industry. Notification for final findings establishing injury to solar industry has been issued and recommendation has been sent to Ministry of Finance for imposition of anti-dumping duty, which is under consideration. As such the auditors were unable to conclude on the ability of the company to carry on as a going concern.

(ii) As regards contract for setting up solar PV power plants mentioned in para 4.2 of the Auditors'' Report, it is submitted that the Company has contested the claim and also applied for extension of time for completing the project.

(iii) As regards inability of the auditors to express an opinion on financial statements and obtain all information and explanations mentioned in para 5, 6(2)(a) and 6(2)(d) of the Auditors'' Report, it is submitted that the auditors have not expressed any opinion on the financial results due to their inability to collect audit evidence to provide a basis for an audit opinion on account of multiple uncertainties created by external and internal factors like consideration of 2nd Corporate Debt Restructuring proposal of the Company, key policy initiatives of the government relating to anti-dumping duty, etc.

(iv) As regards internal audit system mentioned in para (vii) of the Annexure to the Auditors'' Report, it is submitted that the operation of the Company remained closed during the year and as such, there was no need to enlarge the scope of internal audit work and coverage of internal audit. However, the internal audit system would be enlarged once the Company restarts its operations.

(v) As regards delay in payment of statutory dues mentioned in para (ix) (a) of the Annexure to the Auditors'' Report, it is submitted that the same was due to adverse financial condition of the Company as well as non-realization of its dues in time. However, the same were paid alongwith interest till date and rectified.

(vi) As regards accumulated losses becoming more than net worth and further cash losses incurred by the Company mentioned in para (x) of the Annexure to the Auditors'' Report, it is submitted that during the year under review, performance of the Company continued to be severely impacted due to downturn in SPV Cell industry. Added to this, large scale dumping at cheap prices of PV Cells from select countries worsened the performance of the Company. The plant remained closed during the year due to considerable fall in selling prices. Lower sales realization as well as underutilization of capacity resulted in heavy cash losses. The Company will make reference to Board for Industrial & Financial Reconstruction after finalization of annual accounts in the forthcoming Annual General Meeting.

(vii) As regards default in repayment of dues to bankers mentioned in para (xi) of the Annexure to the Auditors'' Report, it is submitted that the same was due to adverse financial condition of the Company and the Company has already approached the Banks for second corporate debt restructuring to regularize the defaults, which is under consideration by the Banks.

(viii) As regards funds raised on short term basis used for long term investment mentioned in para (xvii) of the Annexure to the Auditors'' Report, it is submitted that long term application is due to losses incurred and was financed out of short term funds as there were no alternate funds with the Company.

10. COST AUDIT

The Company has filed cost audit report for the financial year ending 31st March 2013 on 10th October 2013. The Company will file cost audit report for the financial year ending 31st March 2014 within the stipulated time period.

11. APPLICABILITY OF SECTION 15 OF THE SICK INDUSTRIAL COMPANIES (SPECIAL PROVISIONS) ACT, 1985

The accumulated losses of the Company have exceeded the net worth of the Company. As per the provisions of section 15 of the Sick Industrial Companies (Special Provisions) Act, 1985, the Company will make reference to Board for Industrial & Financial Reconstruction after approval of financials in the ensuing Annual General Meeting.

12. DEPOSITS

The Company has not accepted any deposits from public during the financial year under review.

13. PARTICULARS OF THE EMPLOYEES

There are no employees drawing remuneration as specified in section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

14. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO

Information relating to conservation of energy, technology absorption and foreign exchange earnings and outgo as required to be furnished under the provisions of 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 as Annexure - I to this report.

15. CORPORATE GOVERNANCE REPORT

In terms of Clause 49(VI) of Listing Agreement entered into by the Company with the Stock Exchanges, a detailed report on Corporate Governance along with Management Discussion and Analysis Report has been attached with this Report. A Certificate from Practicing Company Secretary on compliance with the conditions of corporate governance requirements by the Company is attached to the Corporate Governance Report and forms part of this Report.

16. DIRECTORS'' RESPONSIBILITY STATEMENT

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

i. That in preparation of the accounts for financial year ended 31st March, 2014, the applicable accounting standards have been followed;

ii. That the directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 the year under review;

iii. That the Directors have taken proper and sufficient care for 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. That the Directors have prepared the accounts for the financial year ended on 31st March, 2014 on a going concern basis.

17. ACKNOWLEDGEMENTS

The Board of Directors places on record its appreciation for the support, assistance and co-operation received from Government, Regulators and the bankers to the Company, i.e. Union Bank of India, Andhra Bank, Bank of Baroda, Corporation Bank and Indian Bank.

The Board is thankful to the shareholders for their support to the Company.

The Board is also thankful to the employees of the Company for their co-operation and unstinted dedication to duty leading to cordial industrial relations during the year under review.

On behalf of the Board of Directors For INDOSOLAR LIMITED

Place : New Delhi B.K. GUPTA Date : 12.08.2014 (Chairman) DIN: 00168071

Mar 31, 2013

The Directors have pleasure in presenting the Eighth Annual Report on business and operations of the Company for the year ended 31st March 2013.

1. FINANCIAL RESULTS (Rs. in Crores)

PARTICULARS YEAR ENDED YEAR ENDED 31ST MARCH 2013 31ST MARCH 2012

TOTAL INCOME 55.81 97.19

PROFIT / (LOSS) BEFORE INTEREST, DEPRECIATION AND TAX (25.55) (108.89)

INTEREST 59.24 59.25

CASH PROFIT / (LOSS) (84.79) (168.14)

DEPRECIATION 39.10 34.22

PROFIT / (LOSS) BEFORE TAX (123.89) (202.36)

PROFIT / (LOSS) AFTER TAX (123.89) (202.36)

PROFIT / (LOSS) BROUGHT FORWARD (340.05) (137.69)

PROFIT / (LOSS) TO BE CARRIED FORWARD TO BALANCE SHEET (463.94) (340.05)

2. PERFORMANCE REVIEW

During the year under review, performance of the Company continued to be severely impacted due to further downturn in SPV Cell industry. Added to this, large scale dumping at cheap prices of PV Cells from select countries further worsened the performance of the Company. The plant remained closed for significant part of the year due to considerable fall in selling prices. Lower sales realization as well as underutilization of capacity resulted in heavy cash losses. The liquidity had dried-up and the Company is not in a position to service its debt till revival of the market. In view of the same, the Company is planning to approach its bankers for second corporate debt restructuring.

During the year under review, your Company reported total income of Rs. 55.81 Crores as against Rs. 97.19 Crores last year. After making a provision of Rs. 59.24 Crores towards interest and Rs. 39.10 Crores towards depreciation, the current financial year closed with a loss of Rs. 123.89 Crores as against loss of Rs. 202.36 Crores last year.

3. STATUS OF IMPLEMENTATION OF 200 MW PROJECT

The Company was in the process of setting-up 200 MW solar cell manufacturing line financed through a mix of debt and equity as appraised by the Banks and approved by the CDR cell. CDR cell had considered setting-up of 200 MW line as an integral component for success of the Company and approved additional CAPEX of Rs. 100 Crores for completing the expansion over and above Rs. 47 Crores already sanctioned by Union Bank of India.

The 200 MW solar cell manufacturing line has arrived at the factory and some of other auxiliary equipments have also been ordered. However, inspite of sanction of additional CAPEX for the project, some Banks have not released funds and the installation of the line has stopped due to this reason. The Company is also planning to raise the issue of balance funding with the CDR cell in its proposed second corporate debt restructuring.

4. DIVIDEND

Due to non availability of profit, your Directors do not recommend any dividend for the year ended 31st March 2013.

5. PAYMENT OF ANNUAL LISTING FEES

Annual listing fee for financial year 2013-2014 has been paid to National Stock Exchange of India Limited and BSE Limited.

6. RE-CLASSIFICATION OF AUTHORIZED SHARE CAPITAL

During the year, the Company has re-classified its authorized share capital from Rs. 5,00,00,00,000-/ (Rupees Five Hundred Crores) divided into 50,00,00,000 (Fifty Crores) Equity Shares of Rs. 10/- (Rupees Ten) each to Rs. 5,00,00,00,000-/ (Rupees Five Hundred Crores) divided into 40,00,00,000 (Forty Crores) Equity Shares of Rs. 10/- (Rupees Ten) each and 10,00,00,000 (Ten Crores) Preference Shares of Rs. 10/- (Rupees Ten) each.

7. ALLOTMENT OF PREFERENCE SHARES

During the year, the Company has issued and allotted 95,00,000 (Ninety Five Lacs) zero coupon redeemable non-convertible non-cumulative preference shares of Rs. 10/- (Rupees Ten) each fully paid-up.

8. EROSION OF NET WORTH

As per audited financial accounts of the Company for the year ended 31st March 2012 adopted by the shareholders at their 7th annual general meeting held on 29th September 2012, the accumulated losses of the Company stood at Rs. 340.05 Crores, which was more than 50% of peak net worth of the Company in the immediately preceding four financial years. Pursuant to provisions of section 23 of Sick Industrial Companies (Special Provisions) Act, 1985, the Company duly convened and held an extra-ordinary general meeting for considering such erosion and reported the fact of such erosion to Board for Industrial and Financial Reconstruction.

9. DIRECTORS

Mr. Bhushan Kumar Gupta, the Chairman and Mr. Hulas Rahul Gupta, the Managing Director will retire by rotation at the forthcoming Annual General Meeting and being eligible offer themselves for re-appointment. Board recommends the same for your approval.

10. STATUTORY AUDITORS

The existing statutory auditors of Company M/s B S R and Associates, Chartered Accountants whose term will expire on the conclusion of this Annual General Meeting have expressed their unwillingness for re-appointment in Annual General Meeting. Further, the Company has received a letter from M/s B S R & Co., Chartered Accountants expressing their willingness for appointment as statutory auditors and simultaneously their eligibility certificate pursuant to section 224(1B) of the Companies Act, 1956 that the appointment, if made, will be within the limits.

The Board of Directors recommends their appointment for your approval by way of an ordinary resolution.

11. STATUTORY AUDITORS'' REPORT

On the Auditors'' observations, reply from the management is as under:

(i) As regards consideration of demurrage and detention charges as cost of acquisition of asset mentioned in para 4 (i) of the Auditors'' Report, it is submitted that demurrage and detention charges are mainly in the nature of rental and storage expenses as machineries could not be stored in our premises due to non-completion of construction work and accordingly considered as a part of cost of acquisition of the assets and capitalized under Capital Work-in-Progress. The Management has also sought an opinion from the Institute of Chartered Accountants of India for the same and their reply is still awaited. Pending receipt of the reply from ICAI, the Management is treating these demurrage and detention and storage charges as capital expenditure pending allocation.

(ii) As regards inability of the Company to carry on as a going concern mentioned in para 4 (ii) of the Auditors'' Report, it is submitted that the Company was not in a position to carry out the production on continuous basis due to cost of production being higher than the marker price. The Company has represented to the government for anti-dumping duty on imports and also applied for local content requirements in the government projects and certain other incentives for revival of the industry which are still awaited, thus creating uncertain conditions. As such the auditors were unable to conclude on the ability of the Company to carry on as a going concern.

(iii) As regards inability of the auditors to express an opinion on financial statements and obtain all information and explanations mentioned in para 5, 6 (2) (a) and 6 (2) (d) of the Auditors'' Report, it is submitted that the auditors have not expressed any opinion on the financial results due to their inability to collect audit evidence to provide a basis for an audit opinion on account of multiple uncertainties created by external and internal factors like consideration of 2nd Corporate Debt Restructuring proposal of the Company to the banks, key policy initiatives of the government relating to anti-dumping duty, local content requirement, etc.

(iv) As regards internal audit system mentioned in para (vii) of the Annexure to the Auditors'' Report, it is submitted that the operation of the Company remained closed for a significant part of the year and as such, there was no need to enlarge the scope of internal audit work and coverage of internal audit. However, the internal audit system would be enlarged once the Company restarts its operations.

(v) As regards delay in payment of statutory dues mentioned in para (ix) (a) of the Annexure to the Auditors'' Report, it is submitted that the same was due to adverse financial condition of the Company as well as non-realization of its dues in time. However, the same were paid alongwith interest and rectified before 31st March 2013.

(vi) As regards accumulated losses becoming more than fifty percent of net worth and cash losses mentioned in para (x) of the Annexure to the Auditors'' Report, it is submitted that during the year under review, performance of the Company continued to be severely impacted due to further downturn in SPV Cell market pricing structure due to dumping from China in international and domestic markets at lower pricies. The plant remained closed for significant part of the year due to considerable fall in selling prices. Lower sales realization as well as underutilization of capacity resulted in heavy cash losses. The fact of erosion of net worth by more than fifty percent has been reported to the Board for Industrial and Financial Reconstruction.

(vii) As regards funds raised on short term basis used for long term investment mentioned in para (xvii) of the Annexure to the Auditors'' Report, it is submitted that out of total loss of Rs. 123.89 Crores incurred during the year, loss of Rs. 48. 43 Crores was financed out of short term funds as there were no alternate funds with the Company.

12. COST AUDITORS

The Company has appointed M/s Kabra & Associates, Cost Accountants to conduct audit of cost accounting records being maintained by the Company for the manufacture of solar cells for the financial year ending 31st March 2014. The Company has filed cost compliance report for the financial year ending 31st March 2012 on 21st December 2012. The Company will file cost audit report for the financial year ending 31st March 2013 within stipulated time period.

13. DEPOSITS

The Company has not accepted any deposits from public during the financial year under review.

14. PARTICULARS OF THE EMPLOYEES

The employees drawing remuneration as specified in section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 and details are as per Annexure-I to this report.

15. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO

Information relating to conservation of energy, technology absorption and foreign exchange earnings and outgo as required to be furnished under the provisions of 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 as Annexure - II to this report.

16. CORPORATE GOVERNANCE REPORT

In terms of Clause 49(VI) of Listing Agreement entered into by the Company with the Stock Exchanges, a detailed report on Corporate Governance along with Management Discussion and Analysis Report has been attached with this Report. A Certificate from Practicing Company Secretary on compliance with the conditions of corporate governance requirements by the Company is attached to the Corporate Governance Report and forms part of this Report.

17. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956 with respect to Director''s Responsibility Statement, it is hereby confirmed:- i. That in preparation of the accounts for financial year ended 31st March, 2013, the applicable accounting standards have been followed;

ii. That the directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 the year under review;

iii. That the Directors have taken proper and sufficient care for 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. That the Directors have prepared the accounts for the financial year ended on 31st March, 2013 on a going concern basis.

18. ACKNOWLEDGEMENTS

The Board of Directors places on record its appreciation for the support, assistance and co-operation received from Government, Regulators and the bankers to the Company, i.e. Union Bank of India, Corporation Bank, Bank of Baroda, Andhra Bank and Indian Bank.

The Board is thankful to the shareholders for their support to the Company.

The Board is also thankful to the employees of the Company for their co-operation and unstinted dedication to duty leading to cordial industrial relations during the year under review.

On behalf of the Board of Directors

For INDOSOLAR LIMITED

Place : New Delhi H.R. GUPTA A.K. AGARWAL

Date : 13.08.2013 (Managing Director) (Whole Time Director)

Mar 31, 2012

The Directors have pleasure in presenting the Seventh Annual Report on business and operations of the Company for the year ended 31st March, 2012.

1. FINANCIAL RESULTS (Rs. in Crores)

PARTICULARS YEAR ENDED YEAR ENDED 31ST MARCH, 2012 31ST MARCH, 2011

TOTAL INCOME 97.19 591.03

PROFIT / (LOSS) BEFORE INTEREST, DEPRECIATION AND TAX (110.86) 57.92

INTEREST 57.28 63.52

CASH PROFIT / (LOSS) (168.14) (5.60)

DEPRECIATION 34.22 51.83

PROFIT / (LOSS) BEFORE TAX (202.36) (57.43)

PROFIT / (LOSS) AFTER TAX (202.36) (57.44)

PROFIT / (LOSS) BROUGHT FORWARD (137.69) (80.25)

PROFIT / (LOSS) TO BE CARRIED FORWARD TO BALANCE SHEET (340.05) (137.69)

2. PERFORMANCE REVIEW

During the year under review, the Company has been severally impacted due to sudden demand downturn in SPV cell segment resulting from liquidity crisis in Europe, lower sales realization without commensurate fall in raw material prices and underutilization of capacity due to industry downturn.

Germany reduced Feed-in-Tariff from January 2011 and this gave farm developers time to wait for better pricing. Many countries reduced subsidy support to solar sector, in order to combat their fiscal deficit. This resulted in lower off take of solar products globally leading to reduced demand. This downturn was entirely unanticipated and had taken the industry by surprise.

The demand had suddenly eroded while the supply chain was in full ramp. This created an artificially high inventory pile-up in Asia as well as at European ports and the same resulted in over 60% price erosion worldwide. These factors also caused halt in operations of solar industry globally.

Indosolar also got affected severely and its operations showed heavy losses. Since beginning of the year, the plant was operating at a very low capacity and it remained totally closed from September 2011 onwards. The liquidity had dried-up and the Company was not in a position to service its debt till revival of the market. So, the Company approached its bankers for restructuring of debts under CDR route.

During the year under review, your Company reported total income of Rs. 97.19 Crores as against Rs. 591.03 Crores last year. After making a provision of Rs. 57.28 Crores towards interest and Rs. 34.22 Crores towards depreciation, the current financial year closed with a loss of Rs. 202.36 Crores as against loss of Rs. 57.44 Crores last year.

3. CORPORATE DEBT RESTRUCTURING

In order to address the above situation, the Company applied to the Corporate Debt Restructuring (CDR) Forum set up under Reserve Bank of India for debt restructuring during September 2011 with an intention that the debt re-alignment under CDR aegis would help the Company and the lenders to address the situation quickly and in a scientific manner. The Company has been sanctioned CDR package by CDR Forum vide its letter dated 07.03.2012. The package is effective from 01.07.2011 and includes, inter-alia, reduction in rate of interest on loans, rescheduling of the loan repayment period with an initial moratorium of 24 months from effective date, sanction of additional CAPEX of Rs. 100 Crores for completing the expansion of 200 MW solar cell project, interest on loans during the moratorium period will be funded by additional Funded Interest Term Loan (FITL).

After getting approval form CDR Forum, the Company has entered into Master Restructuring Agreement, alongwith other security documents, with the consortium of banks and CDR package has been implemented.

4. STATUS OF IMPLEMENTATION OF 200 MW PROJECT

The Company is in the process of setting-up 200 MW solar cell manufacturing line to be financed through a mix of debt and equity. Union Bank of India had appraised the project and established LC of Rs. 228 Crores for import of 200 MW line against its debt underwriting of Rs. 275 Crores. The Company had also spent Rs. 179.66 Crores for the said expansion as equity contribution. The solar cell manufacturing line has already arrived, however, Company requires additional funding to the extent of Rs. 147 Crores to complete the project. In view of declining financial performance of the Company as well as weak outlook of solar sector in the short run, the bankers were reluctant to provide balance funding. However, CDR Forum has considered setting-up of 200 MW line as an integral component for success of the Company and approved additional CAPEX of Rs. 100 Crores for completing the expansion over and above Rs. 47 Crores already sanctioned by Union Bank of India.

5. DIVIDEND

Due to non availability of profit, your Directors do not recommend any dividend for the year ended 31st March, 2012.

6. PAYMENT OF ANNUAL LISTING FEES

Annual listing fee for financial year 2012-2013 has been paid to National Stock Exchange of India Limited and BSE Limited.

7. DIRECTORS

Mr. Gautam Singh Kuthari, Director will retire by rotation at the forthcoming Annual General Meeting and being eligible offer himself for re-appointment. Board recommends the same for your approval.

Mr. Ravinder Khanna has resigned from the Board with effect from 11th November, 2011 and Mr. Aditya Jain has resigned from the Board with effect from 14th February, 2012.

Mr. Arun Kumar Gupta and Mr. Gurbaksh Singh Vohra have been appointed as additional directors of the Company with effect from 14th February, 2012 to hold the office of director upto the date of forthcoming annual general meeting. The Board has received letters from shareholders alongwith deposit of Rs. 500/- for each of them for appointment as directors of the Company. The Board recommends the same for your approval.

The tenure of Mr. Bhushan Kumar Gupta, Chairman, Mr. Hulas Rahul Gupta, Managing Director and Mr. Anand Kumar Agarwal, Whole Time Director is upto 25th September, 2012. The management decided to re-appoint them for a further period of three years, i.e. from 26th September, 2012 to 25th September, 2015. The Board recommends the same for your approval.

8. STATUTORY AUDITORS

The statutory auditors of your Company, M/s B S R and Associates, Chartered Accountants, retire at the ensuing Annual General Meeting and have confirmed their eligibility for re-appointment at the forthcoming Annual General Meeting under section 224(1B) of the Companies Act, 1956.

The Board of Directors recommends their re-appointment for your approval.

9. STATUTORY AUDITORS' REPORT

On the Auditors' observations, reply from the management is as under:

(i) As regards delay in payment of service tax and work contract tax mentioned in para (ix)(a) of the Annexure to the Auditors' Report, the same was due to adverse financial condition of the Company as well as non-realization of its dues in time. However, the same have since been paid alongwith interest and rectified.

(ii) As regards accumulated losses becoming more than fifty percent of net worth and cash losses mentioned in para (x) of the Annexure to the Auditors' Report, the same were due to sudden demand downturn in SPV cell segment resulting from liquidity crisis in Europe, lower sales realization without commensurate fall in raw material prices and underutilization of capacity due to industry downturn. The demand had suddenly eroded while the supply chain was in full ramp. This created an artificially high inventory pile-up in Asia as well as at European ports and the same resulted in over 60% price erosion worldwide. These factors also caused halt in operations of solar industry globally. Indosolar also got affected severely and its operations showed heavy losses. As regards erosion of net worth by more than fifty percent, the Company is taking required necessary steps.

(iii) As regards delay in repayment of principal sums and interest thereon to banks mentioned in para (xi) of the Annexure to the Auditors' Report, the same was due to non-availability of funds as the operations were at very low level during the year resulting into heavy cash losses. Accordingly, the Company approached CDR cell of RBI for approval of restructuring package seeking relief which was approved by the empowered group committee and the delays were condoned and rectified.

(iv) As regards funds raised on short term basis being used for long term investment mentioned in para (xvii) of the Annexure to the Auditors' Report, the significant losses incurred by the Company were being financed out of short term funds as there were no alternate funds with the Company.

10. COST AUDITORS

In view of recent circular issued by the Ministry of Corporate Affairs, the cost audit is now applicable on the Company with effect from 1st April, 2012. The Company has appointed M/s Kabra & Associates, Cost Accountants to conduct audit of cost accounting records being maintained by the Company for the manufacture of solar cells for the financial year ending 31st March, 2013.

11. DEPOSITS

The Company has not accepted any deposits from public during the financial year under review.

12. PARTICULARS OF THE EMPLOYEES

The employees drawing remuneration as specified in section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 and details are as per Annexure-I to this report.

13. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO

Information relating to conservation of energy, technology absorption and foreign exchange earnings and outgo as required to be furnished under the provisions of 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 as Annexure - II to this report.

14. REPORT ON MANAGEMENT DISCUSSION AND ANALYSIS AND CORPORATE GOVERNANCE ALONGWITH GENERAL SHAREHOLDER INFORMATION

In terms of Clause 49(VI) of Listing Agreement entered into by the Company with the Stock Exchanges, a detailed report on Corporate Governance along with Management Discussion and Analysis Report has been attached with this Report. A Certificate from Practicing Company Secretary on compliance with the conditions of corporate governance requirements by the Company is attached to the Corporate Governance Report and forms part of this Report.

15. DIRECTORS' RESPONSIBILITY STATEMENT

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

i. That in preparation of the accounts for financial year ended 31st March, 2012 the applicable accounting standards have been followed;

ii. That the directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 the year under review;

iii. That the Directors have taken proper and sufficient care for 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. That the Directors have prepared the accounts for the financial year ended on 31st March, 2012 on a going concern basis.

16. ACKNOWLEDGEMENTS

The Board of Directors places on record its appreciation for the support, assistance and co-operation received from Government, Regulators and the bankers to the Company, i.e. Union Bank of India, Corporation Bank, Bank of Baroda, Andhra Bank and Indian Bank.

The Board is thankful to the shareholders for their support to the Company.

The Board is also thankful to the employees of the Company for their co-operation and unstinted dedication to duty leading to cordial industrial relations during the year under review.

On behalf of the Board of Directors

For INDOSOLAR LIMITED

Place : Greater Noida H.R. GUPTA A.K. AGARWAL

Date : 11.08.2012 (Managing Director) (Whole Time Director)

Mar 31, 2011

Dear Members,

The Directors have pleasure in presenting the Sixth Annual Report on business and operations of the Company for the year ended 31st March, 2011.

1. FINANCIAL RESULTS (Rs. in Crores)

Particulars Year ended Year ended

31st March, 2011 31st March, 2010

Total Income 591.03 131.48

Profit before interest, depreciation and tax 57.92 (22.14)

Interest 63.52 25.43

Cash Profit (5.60) (47.57)

Depreciation 51.83 18.74

Profit/(Loss) before tax (57.43) (66.31)

Profit/(Loss) after tax (57.44) (66.38)

Profit/(Loss) brought forward (80.25) (13.87)

Profit/(Loss) to be carried forward to Balance Sheet (137.69) (80.25)

2. PERFORMANCE REVIEW

During the year under review, your Company reported total income of Rs. 591.03 Crores as against Rs. 131.48 Crores last year. After making for provision of Rs. 63.52 Crores towards interest and Rs. 51.83 Crores towards depreciation, the current financial year closed with a loss of Rs. 57.44 Crores as against loss of Rs. 66.38 Crores last year.

The Company is operating two SPV cell manufacturing lines of 80 MW each. First line commenced commercial production in July, 2009 and second line commenced commercial production in March, 2010. First line continued its operations smoothly, however, operations of second line stabilized only during October, 2010. This resulted in higher raw material consumption, excessive wastage, lower product efficiency and high operating cost. In view of delay in stabilization of operations of second line, the equipment supplier has given a cash support of Euro 5.00 million towards operational losses and Euro 1.50 million for delay in supply of machinery.

3. DIVIDEND

Due to non availability of profit, your Directors do not recommend any dividend for the year ended 31st March, 2011.

4. INITIAL PUBLIC OFFERING OF THE EQUITY SHARES OF THE COMPANY (IPO) AND LISTING OF EQUITY SHARES

Your Company came out with an IPO of Rs. 357 Crores during September, 2010 to (i) finance the expansion of manufacturing capacity of SPV cells by adding a new line of 100 MW thereby making total SPV cell manufacturing capacity to 260 MW and (ii) for General Corporate Purposes. The Board made allotment of 12,31,03,448 Equity Shares under IPO at a price of Rs. 29/- per Equity Share (including a Share Premium of Rs. 19/- per Equity Share). The Board had also made pre-IPO placement of 36,40,579 Equity Shares at a price of Rs. 40/- per Equity Share (including a Share Premium of Rs. 30/- per Equity Share). Consequently, the paid-up equity share capital of the Company has increased to Rs. 335,14,40,270/- (Rupees Three Hundred Thirty Five Crores Fourteen Lacs Forty Thousand Two Hundred Seventy only) divided into 33,51,44,027 (Thirty Three Crores Fifty One Lac Forty Four Thousand Twenty Seven) Equity Shares of Rs. 10/- (Rupees Ten) each. Your Company has got the listing and trading approvals for 33,51,44,027 Equity Shares with effect from 29th September, 2010 both from National Stock Exchange of India Limited ("NSE") and Bombay Stock Exchange Limited ("BSE").

5. PROJECT EXPANSION

The 100 MW SPV cell manufacturing line was available at a price of Euro 36.50 million from our technology partner M/s Schmid Technology Systems, GmbH, Germany ("Schmid"). However, in the course of negotiation of prices with Schmid, they offered their newly developed SPV cell manufacturing line of 200 MW at a price of Euro 54 million. Total cost for setting-up new Line of 200 MW has been estimated at Rs. 550 Crores and the Board decided to set- up SPV cell manufacturing line of 200 MW due to the following reasons:

(i) Cost of equipment per MW would be significantly lower in case of 200 MW SPV cell manufacturing line as against 100 MW SPV cell manufacturing line;

(ii) As per the Special Incentive Package scheme announced by the Ministry of Communications and Information Technology, Government of India, the Company would be entitled to receive 25% capital subsidy on total project cost in cash once the investment in the project exceeds Rs. 1,000 Crores threshold limit. By setting-up a line of 200 MW, we would comfortably cross the threshold limit of Rs. 1,000 Crores prescribed by the Ministry and become eligible for 25% capital subsidy. There would also be substantial improvement of liquidity in the Company consequent to receipt of the capital subsidy money;

(iii) Considering the exponential growth in the PV industry, it is prudent to establish higher capacity to take the early mover advantage; and

(iv) Addition of 200 MW line will result in optimum utilization of infrastructure available with the Company and also bring advantages of economies of scale.

Expansion of SPV cell manufacturing capacity by 200 MW instead of 100 MW has also been approved by the shareholders by way of postal ballot process on 31st January, 2011. The details of the postal ballot have been given in the Corporate Governance Report.

The management decided to finance the expansion of 200 MW line to the extent of Rs. 200 Crores from IPO proceeds and balance by way of Term Loans from banks / ECB / Deferred import LC / Deferred Credit / ECA backed funding or by way of any combination of above or by any other means of finance as may be sanctioned by banks / financial institutions and balance IPO proceeds to be utilized for meeting the working capital and other day-to-day funds requirements of the Company, making advance payments for securing long term wafer supply as well as for General Corporate Purposes.

Your Company submitted proposal with Union Bank of India, being the lead consortium Bank, for sanction and tie- up of financial assistance upto Rs. 400 Crores. Union Bank of India has appraised / approved the project and also established LC of Rs. 228 Crores for import of 200 MW line. The Company had already made capital expenditure of Rs. 123.18 Crores for the said expansion as equity contribution for the project upto 31st March, 2011.

6. PAYMENT OF ANNUAL LISTING FEES

Annual listing fee for financial year 2011-2012 has been paid to NSE and BSE.

7. DIRECTORS

Mr. Hulas Rahul Gupta, Managing Director and Mr. Anand Kumar Agarwal, Whole Time Director will retire by rotation at the forthcoming Annual General Meeting and being eligible offer themselves for re-appointment. Board recommends the same for your approval.

Your Company made application with Central Government for its approval of appointment and payment of remuneration to Mr. Bhushan Kumar Gupta, Chairman, Mr. Hulas Rahul Gupta, Managing Director and Mr. Anand Kumar Agarwal, Whole Time Director. The Central Government has approved appointment of above managerial personnel for a period of three years with effect from 26th September, 2009 to 25th September, 2012 at remuneration within the limits prescribed under Schedule XIII to the Companies Act, 1956. The remuneration is being paid within the permissible limits.

8. AUDITORS

The auditors of your Company, M/s B S R and Associates, Chartered Accountants, retire at the ensuing Annual General Meeting and have confirmed their eligibility for re-appointment, under section 224(1-B) of the Companies Act, 1956, at the forthcoming Annual General Meeting.

The Board of Directors recommends their re-appointment for your approval.

9. AUDITORS' REPORT

We submit as under:

(i) As regards spares, we have developed proper accounting software and the same has also been duly implemented within the year and there was no discrepancy pending at the year end.

(ii) There were a few delays in payment of statutory dues, however, the same were deposited with interest and rectified.

(iii) As regards cash losses, the same were due to the fact that the second line could not be stabilized for first six months and this caused excessive operational losses due to excess wastage of material and non-achievement of required cell efficiency.

(iv) As regards delay in repayment of principal and interest thereon, the same were due to the fact that the second line could not be stabilized for first six months of the financial year.

10. DEPOSITS

The Company has not accepted any deposits from public during the financial year under review.

11. CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING:

In terms of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992, your Company has adopted the Code of Conduct for Prevention of Insider Trading. The Code of Conduct has been hosted on the website of the Company, i.e. www.indosolar.co.in.

12. PARTICULARS OF THE EMPLOYEES

The employees drawing remuneration as specified in section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 and details are as per Annexure-I to this report.

13. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO

Information relating to conservation of energy, technology absorption and foreign exchange earnings and outgo as required to be furnished under the provisions of 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 as Annexure Ã II to this report.

14. REPORT ON MANAGEMENT DISCUSSION AND ANALYSIS AND CORPORATE GOVERNANCE ALONG WITH GENERAL SHAREHOLDER INFORMATION

In terms of Clause 49(VI) of Listing Agreement entered into by the Company with the Stock Exchanges, a detailed report on Management Discussion and Analysis has been provided in Annexure - lll. Further, the report on Corporate Governance along with General Shareholder Information has been provided in Annexure Ã lV to this report. The Company is in compliance with the requirements and disclosures that have to be made in this regard. A Certificate from Practicing Company Secretary on compliance with the conditions of corporate governance requirements by the Company is attached to the Corporate Governance Report and forms part of this Report.

15. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956 with respect to Director's Responsibility Statement, it is hereby confirmed:- i. That in preparation of the accounts for financial year ended 31st March 2011, the applicable accounting standards have been followed;

ii. That the directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 the year under review;

iii. That the Directors have taken proper and sufficient care for 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. That the Directors have prepared the accounts for the financial year ended on 31st March, 2011 on a going concern basis.

16. ACKNOWLEDGEMENTS

The Board of Directors places on record its appreciation for the support, assistance and co-operation received from Government, the bankers to the Company, i.e. Union Bank of India, Corporation Bank, Bank of Baroda, Andhra Bank and Indian Bank.

The Board is thankful to the shareholders for their support to the Company.

The Board is also thankful to the employees of the Company for their co-operation and unstinted dedication to duty leading to cordial industrial relations during the year under review.

On behalf of the Board of Directors

For INDOSOLAR LIMITED

H.R. GUPTA A.K. AGARWAL

(Managing Director) (Whole Time Director)

Place : New Delhi

Date : 09.05.2011

Mar 31, 2010

The Directors have pleasure in presenting the Fifth Annual Report together with Audited Statement of Accounts for the year ended 31st March, 2010.

1. FINANCIAL HIGHLIGHTS

Particulars Year ended Year ended 31-03-2010 31-03-2009 (Rs.) (Rs.)

TOTAL INCOME 1,31,47,85,194 73,96,352

PROFIT (LOSS) BEFORE TAX (66,30,85,150) (8,25,05,110)

PROFIT (LOSS) AFTER TAX (66,38,36,855) (8,30,81,170)

PROFIT (LOSS) FOR THE YEAR CARRIED NIL (5,55,03,765) FORWARD ON AMALGAMATION

PROFIT (LOSS) BROUGHT FORWARD (13,86,23,420) (38,485)

PROFIT (LOSS) TO BE CARRIED FORWARD (80,24,60,275) (13,86,23,420) TO BALANCE SHEET

2. DIVIDEND

Due to non availability of profit, no dividend could be declared.

3. CHANGE OF STATUS/NAME

The status of the Company has been converted into a public limited company vide fresh certificate of incorporation dated 12th day of October, 2009 issued by the Registrar of Companies, NCT of Delhi & Haryana (ROC). Further, the name of the Company has been changed from ROBIN SOLAR LIMITED to INDOSOLAR LIMITED vide fresh certificate of incorporation dated 30th day of October, 2009 issued by the ROC. The Company has been allotted a new Corporate Identity Number (CIN): U18101DL2005PLC134879 consequent upon such conversion.

4. STATUS OF IMPLEMENTATION OF SOLAR CELL PROJECT

The Company started the project for manufacturing of Solar Photovoltaic Cells by installing two lines of 80 MW each. The first line has already commenced commercial production with effect from 17th July 2009 and second line has commenced commercial production with effect from 17th March 2010. The projected cost of these lines were estimated to be Rs. 620 Crores, however the actual amount incurred till 17th March 2010 in the project for these two lines is Rs. 673.27 Crores leading to cost overrun aggregating to Rs. 53.27 Crores.

We have submitted financial closure papers for the Special Incentive Package (SIP) Scheme with the Ministry of Communications and Information Technology, Government of India and are awaiting the formal approval for grant of 25% capital subsidy from the Ministry.

5. PROPOSED PROJECT EXPANSION BY WAY OF INITIAL PUBLIC OFFERING OF THE EQUITY SHARES OF THE COMPANY (IPO)

The Company is planning to expand its manufacturing capacity for Solar Photovoltaic cells from 160 MW to 260 MW by installing one more line of 100 MW capacity at an estimated cost of about 360 Crores. In order to fund the proposed expansion of the manufacturing capacity, your Company is proposing its Initial Public Offering of the Equity Shares (IPO) for an amount aggregating to Rs. 400 Crores. M/s Enam Securities Private Limited has been appointed as the sole Book Running Lead Managers and M/s Luthra & Luthra, Law Offices has been appointed as the legal counsel for the IPO. Mr. Anand Kumar Agarwal, the Whole Time Director has been appointed as the Chief Financial Officer and Mr. Atul Kumar Mittal, the Company Secretary has been appointed as the Compliance Officer of the Company. We have filed our Draft Red Herring Prospectus (DRHP) with the Securities & Exchange Board of India (SEBI), the National Stock Exchange of India Limited (NSE) and Bombay Stock Exchange Limited (BSE) on 13th January 2010. National Stock Exchange of India Limited has been appointed as the Designated Stock Exchange for our forthcoming IPO. The Company has got in-principle listing approvals from NSE vide letter no.-NSE/LIST/131342-V dated 23rd February 2010 and from BSE vide letter no.- DCS/IPO/SI/IPO-IP/1473/2009-10 dated 2nd March 2010. We have got IPO grading of 3/5 from CRISIL. SEBI, vide its letter dated 20th April 2010 has given its final comments on our DRHP.

In view of proposed Initial Public Offering (IPO) of equity shares by the Company it is envisaged that the holding by Foreign Institutional Investors (FIIs) registered with the Securities and Exchange Board of India ("SEBI") may exceed 24% of the paid up equity share capital of the Company for the time being. As per the provisions of Foreign Exchange Management Act, 1999 and the Foreign Exchange Management (Transfer or Issue of Security by a Person Resident Outside India) Regulations, 2000 holding of more than 24% of the paid up equity share capital of the Company by FIIs requires the approval of the shareholders by way of Special Resolution. The Board recommends the same to be passed by way of a Special Resolution.

6. ADMISSION OF SHARES OF THE COMPANY TO THE DEPOSITORY SYSTEM

We have appointed M/s Link Intime India Private Limited as the Registrar and Share Transfer Agent and entered into an agreement with M/s Link Intime India Private Limited on 9th January 2010. Further, your Company along with Link Intime India Private Limited has entered into tripartite agreement with both the Depositories i.e. Central Depository Services (India) Limited (CDSL) and National Securities Depository Limited on 19th February 2010 and 24th February 2010 respectively. At present, all the shares of the Company are admitted in the depository system with both the Depositories.

7. ADOPTION OF NEW SET OF ARTICLES OF ASSOCIATION

In view of proposed IPO, your Company has adopted a new set of Articles of Association of the Company to make it compliant with the SEBI/Stock Exchange norms.

8. DIRECTORS

Mr. Bhushan Kumar Gupta, Chairman will retire by rotation at the forthcoming Annual General Meeting and being eligible offers himself for re-appointment. The Board recommends the same for your approval.

Mr. Aditya Jain, Mr. Ravinder Khanna and Mr. Gautam Singh Kuthari have been appointed as Additional Directors of the Company in the category of Independent and Non-Executive Directors with effect from 14th December 2009 and in terms of section 260 of the Companies Act, 1956 hold the office till the date of the forthcoming Annual General Meeting. The Board has received letters from some shareholders alongwith the deposit of Rs. 500/- for each of them for their appointment as the Directors in the Company. The Board recommends the same for your approval.

Further, we have made applications to the Ministry of Corporate Affairs, Government of India for approval of the appointment as well as payment of remuneration to the managerial personnel, i.e. Mr. Bhushan Kumar Gupta, Chairman, Mr. Hulas Rahul Gupta, Managing Director and Mr. Anand Kumar Agarwal, Whole Time Director and are awaiting the approval from the Ministry.

9. CONSTITUTION OF COMMITTEES

In order to comply with clause 49 of the Listing Agreement to make the Board corporate governance compliant, the Company has constituted various Committees of the Board of Directors of the Company as follows:

1. IPO Committee comprising of following members:

Name and Position Designation

Mr. Bhushan Kumar Gupta-Executive Chairman Chairman

Mr. Hulas Rahul Gupta-Managing Director Member

Mr. Anand Kumar Agarwal-Whole Time Director Member

2. Audit Committee comprising of following members:

Name and Position Designation

Mr. Aditya Jain-Independent and Non-Executive Director Chairman

Mr. Ravinder Khanna-Independent and Non-Executive Director Member

Mr. Gautam Singh Kuthari-Independent and Non-Executive Director Member

3. Investors Grievance-cum-Share Transfer Committee comprising of following members:

Name and Position Designation

Mr. Gautam Singh Kuthari-Independent and Non-Executive Director Chairman

Mr. Hulas Rahul Gupta-Managing Director Member

Mr. Anand Kumar Agarwal-Whole Time Director Member

4. Remuneration Committee comprising of following members:

Name and Position Designation

Mr. Aditya Jain-Independent and Non-Executive Director Chairman

Mr. Ravinder Khanna-Independent and Non-Executive Director Member

Mr. Gautam Singh Kuthari-Independent and Non-Executive Director Member

10. AUDITORS

M/s BSR and Associates, Chartered Accountants, statutory auditors of the Company retire from the office of the statutory auditors at the forthcoming Annual General Meeting and being eligible offer themselves for re-appointment. The Company has received their willingness for appointment as statutory auditors and simultaneously their eligibility certificate pursuant to section 224(1B) of the Companies Act, 1956 that the appointment, if made, will be within the limits. The Board of Directors recommends the same for your approval.

11. AUDITORS REPORT

(i) As regards payment of managerial remuneration in excess of the limits

prescribed under Schedule XIII of the Companies Act, 1956 as specified in para 4(vi) of the Auditors Report, the Company has applied with the Central Government seeking its approval for appointment as well as payment of remuneration to the managerial personnel.

(ii) As regards delays in repayment of interest dues to the bankers as

specified in para (xi) of the Annexure to the Auditors Report, it has occurred as your Company was in the stage of implementation of the project and there was paucity of funds in the Company. However, there are no defaults in payment of interest as the same has been paid.

(iii) As regards utilization of short term funds for long term investment as specified in para (xvii) of the Annexure to the Auditors Report, your Directors wish to submit that the Company was in the stage of implementation of the project. However, the Company was still incurring administrative expenses which are being met out of the long term funds as the Company did not have any income during that period. Subsequently, the Company has commenced commercial production and started utilizing its working capital limits, so now sufficient short terms funds are available for short term needs and the said situation is being overcome.

12. DEPOSITS

The company has not accepted any deposits from the public during the financial year under review.

13. INCREASE IN AUTHORIZED SHARE CAPITAL

The authorized share capital of the Company has been increased from Rs. 2,00,02,00,000/- (Rupees Two Hundreds Crores and Two Lacs Only) divided into 20,00,20,000 (Twenty Crores Twenty Thousands) equity shares of Rs. 10/- (Rupees Ten) each to Rs. 500,00,00,000/- (Rupees Five Hundred Crores) divided into 50,00,00,000 (Fifty Crores) Equity Shares of Rs. 10/- (Rupees Ten) each during the year.

14. CHANGE IN PAID-UP SHARE CAPITAL

The Company has made preferential allotment of 70,00,000 equity shares of Rs. 10/- each at par on 7th January 2010. Further, the Company has made preferential allotment of 14,00,000 equity shares of Rs. 10/- each at a premium of Rs. 26/- per share on 31st March 2010 as part of pre-IPO placement in terms of DRHP filed with the SEBI. Consequently, the paid-up share capital of the Company has been increased to Rs. 208,40,00,000/- (Rupees Two Hundred Eight Crores and Forty Lacs only) divided into 20,84,00,000 (Twenty Crores and Eighty Four Lacs) Equity Shares of Rs. 10/- (Rupees Ten) each during the year.

15. ADOPTION OF CODE OF CONDUCT

In order to comply with the requirements of Clause 49 of the Listing Agreement to be entered with the Stock Exchanges, your Company has adopted its Code of Conduct for Board Members and Senior Management. The Code of Conduct has been hosted on the website of the Company, i.e. www.indosolar.co.in and is applicable with effect from 1st April 2010.

16. PARTICULARS OF THE EMPLOYEES

The employees drawing remuneration as specified in section 217(2A) read with the Companies (Particulars of Employees) Rules, 1975 of the Companies Act, 1956 and details are as per Annexure-I to this report.

17. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO

Information relating to the conservation of energy, technology absorption and foreign exchange earnings and outgo as required to be furnished under the provisions of section 217(1)(e) read with Companies (Disclosure of Particulars in Report of the Board of Directors) Rules, 1988 of the Companies Act, 1956 is given as Annexure Ã II to this report.

18. 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:- i. That in preparation of the accounts for the financial year ended 31st March 2010,

the applicable accounting standards have been followed; ii. That the directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of the affairs of the Company at the end of the financial year and of the loss of the Company for the year under review; iii. That the Directors have taken proper and sufficient care for the maintenance of the 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. That the Directors have prepared the accounts for the financial year ended on 31st March 2010 on a going concern basis.

19. ACKNOWLEDGEMENTS

The Board of Directors places on record its appreciation of the support, assistance and co- operation received from the Central Government, the Government of Uttar Pradesh, various governmental agencies and the bankers to the Company, i.e. Union Bank of India, Corporation Bank, Bank of Baroda, Andhra Bank and Indian Bank.

Your Directors are also thankful to the employees of the Company for their wholehearted co- operation and unstinted dedication to duty leading to cordial industrial relations during the year under review.

The Board is thankful and grateful for the continuing co-operation to the management from the shareholders family and is confident that this partnership will sustain forever.

For and on the behalf of Board of Directors For INDOSOLAR LIMITED

Sd/- BHUSHAN KUMAR GUPTA (CHAIRMAN)

Place: Greater Noida Date : 06.05.2010

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