Directors Report of Tarini International Ltd.

Mar 31, 2016

TO THE MEMBERS OF TARINl INTERNATIONAL LIMITED

Dear Shareholders,

The Directors are pleased to present their Annual Report on the working of the Company for the period from 1^st April, 2015 to 31^st March, 2016 with audited statements of accounts

FINANCIAL RESULTS

The Company’s Financial Performances during the year 2015-16 as compared to the previous year 2014-15 is summarized below:-

Particulars	STANDALONE , for the year ended		CONSOLIDATED for the year ended
	March 31, 2016	March 31, 2015	March 31, 2016	March 31, 2015
Total Revenue	2,94,39,420	2,78,10,038	2,94,41,027	2,78,48,251
Total Profit before tax	79,88,392	28,71,409	79,13,552	26,13,633
Total Profit after tax	55,19,979	21,94,237	54,63,908	19,36,462

RESERVES & SURPLUS

The Company’s reserve & surplus in the year 2016 has increased to Rs. 16,23,38,104/- as compared to the previous year figure of Rs. 15,68,18,125/-.

Further, the Company''s reserve & surplus in the year 2016 as per the Consolidated Balance sheet has increased to Rs.16,30,81,488/- as compared to the previous year figure of Rs.15,46,54,111/-.

PERFORMANCE REVIEW

During the Year and review, your Company has rendered technical Consultancy related to hydro power and T&D projects. The Company also retains the operation and maintenance contract for Damanganga hydro power project in Gujarat. The Gross revenues of your Company was Rs. 294.39 lakhs and the Profit after taxes recorded was Rs.55.19 Lakhs. The earnings per equity share (of face value Re. 10) for the year is Rs. 0.45.

Your Company continues to be a preferred sub-contractor for M/s ABB and look forward to participating in their future projects.

FUTURE PROSPECTS

Your Company is in the process of bidding for upcoming projects in hydro power, transmission & distribution along with other related projects in India and abroad.

Your Company intends to take a leap forward by participating in larger scale projects by way of partnering as consortium with other large Multi National Companies with experience in the field of operation of your Company so as to ensure a winning proposition in securing the bids and smooth execution.

Your Company is also making continuous efforts in taking ahead the hydro projects in Lesotho which are held up due to timely statutory clearances required to be granted by the concerned authorities - Govt, of Lesotho.

Your Company has lot of activities in the coming months and your Directors look forward to fruitful year ahead.

In view if the foregoing, your Directors are confident of achieving better working results in the coming years.

DIVIDEND

With a view to provide a cushion for any financial contingencies in the near future and to strengthen the financial position of the Company, your Directors have decided not to recommend any dividend for the period under review.

SUBSIDIARY COMPANIES

The Company has (02) two subsidiaries Tarini Sugars and Distillaries Limited and Venture Infrastructure Limited There are (02) two associate companies within the meaning of Section 2(6) of the Companies Act, 2013 (Act) i.e. Tarini Infrastructure Limited, and Tarini Life sciences Limited. There has been no material change in the nature of the business of the subsidiaries and there is no company which have become or ceased to become subsidiary, joint-venture or Associate Company during the year.

Pursuant to Section 129(3) of the Companies Act, 2013 and Accounting Standard- 21 issued by the Institute of Chartered Accountants of India, Consolidated Financial Statements presented by the Company include the Financial Statements of its Subsidiaries.

Further, a separate statement containing the salient features of the financial statements of subsidiaries of the Company in the prescribed form AOC-1 has been given in the Consolidated Financial Statements. In terms of provisions of Section 136 of the Companies Act, 2013, the Company will place separate audited accounts of the Subsidiary Companies on its website.

The Company will make available physical copies of these documents upon request by any shareholder of the Company / subsidiary interested in obtaining the same.

These documents shall also be available for inspection at the registered office of the Company during business hours up to the date of ensuing AGM.

PUBLIC DEPOSIT

The Company has not accepted any Public Deposit pursuant to provisions of section 73 of the Companies Act, 2013, during the period under review.

M/s VCG & Co Chartered Accountants will retire at the forthcoming Annual General Meeting and are eligible for reappointment. In accordance with the Companies Act 2013, it is proposed to ratify the appointment till the conclusion of the 18^th Annual General Meeting, subject to the approval of shareholders.

The Auditors have given certain observations in their Audit report as under:

(a) The holding company and its subsidiaries has made certain advances amounting to Rs. 575 Lakhs during the previous financial year for which documents related to such advances given by the group companies were not available as the documents were impounded by the income tax authorities as mentioned in note no 29 of the financial statements. Further, confirmation from the parties as at end of the year was not found on records. In view of non-availability of related documents and other alternate audit evidence to corroborate the management’s assessment of recoverability of these advances, we are unable to comment on the extent to which these balances are recoverable.

For the above observation, your Directors would like to state that the said parties could not give balance confirmation certificates in view of the fact that the enquiries of the Income Tax Authorities are still continuing. However, your Directors are following up with the respective Companies for the Balance Confirmation Certificates and are hopeful to get the same as soon as possible. It is pertinent to mention the advances stand good as and when the project takes off the ground which is stalled due to ongoing investigations.

(b) We draw attention to note 27 to Financial Statement regarding the investment made by amounting Rs.68 Lakhs in a subsidiary, who has suffered recurring losses and has a net capital deficiency. The financial statements of that subsidiary have been prepared assuming that the Company will continue as a going concern. These conditions raise substantial doubt about its ability to continue as a going concern. The financial statements of holding company do not include any adjustments relating to the recoverability and classification of asset carrying amounts that might result that the subsidiary be unable to continue as a going concern.

Though there is an accumulated loss in the subsidiary company, the said company viz. Venture Infrastructure Limited, has not bagged new projects or work orders due to recession scenario around in infrastructure areas.. However, lot of bids are still open for participation and the said company will bag some orders in the near future and hence your directors are of the opinion that no adjustment is required at this stage and the same will be done at the appropriate time.

(c) in respect of provision for impairment of goodwill, aggregating to Rs. 68,40,411/- arising on consolidation of a subsidiary, whose net worth is substantially eroded as at March 31, 2016, not considered necessary by the management. In absence of valuation of investments in the subsidiary, we are unable to comment whether any impairment of goodwill is required.

The position with regard to the subsidiary in question has been explained to the reply for the observation at Point No. (b) above.

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board had appointed Mr. Manoj Sharma, Partner, RSMV & Co. Practicing Company Secretaries, to conduct Secretarial Audit for the financial year 2015-16. The Secretarial Audit Report for the financial year ended March 31, 2016 is appended as Annexure I to this Report. . .

The Report contains the following observations:-

1. We draw attention to the note 29 of the financial statements regarding the survey operations conducted u/s 133A of income tax Act, 1961 by the Income tax Authorities in the company''s premises during the previous year of which outcome is awaited. However, the management is confident about no adverse impact due to such outcome.

2. The company has given the collateral guarantee for the loan taken by its associate company & loans / advances granted amounting to Rs. 1917.65 Lakhs to group companies / associated companies in which directors are interested; To this extent, there is a non-compliance of provisions of sections 185, 186 and 188 of the Companies Act, 2013.

3. The show cause notice dated 19?^h November 2014, issued by the SEBl is yet to be settled as correspondences are still being exchanged between SEBl and the Company.

4. The Nomination and Remuneration Committee consists of one Executive Director (Promoter) in the place of Non Executive Director. To this extent, there is non-compliance of provision of section 178(1) of the Companies Act 2013.

5. During the year under review, there was delay in depositing TDS deducted from various parties, Employers and Employees contribution towards PF.

Your Directors would like to clarify as under to the said observations:

1. The observation is a factual statement and your Directors are of the opinion that this observation does not need any reply.

2. It should be noted that these loans were given for execution of various work items by these companies for the projects proposed to be undertaken by the Companies under the same management. It should also be noted that these Companies have no source of funding such as bank loans etc., due to infra start ups in nature.

3. The observation is a factual statement and your Directors are of the opinion that this observation does not need any reply.

4. Your Directors are looking for a suitable person for appointment which will be done as earliest as possible.

5. Your Directors clarify that the delay is due to the reasons beyond their control.

However since the position has slightly improved, your Directors hope to meet these liabilities in future within the stipulated time.

Your Company has been complying with the principles of good corporate governance over the years and is committed to the highest standards of compliance.

Pursuant to the Listing Agreement executed by your Company with the BSE read with Regulation 15(2) of SEB! (LODR) Regulations, 2015, the provisions with regard to compliance of Corporate Governance as specified in regulations 17 to 27 and clauses (b) to (i) of Regulation 46 (2) and para C, D and E of schedule V are not applicable to your company, keeping in view the fact your company is listed in the SME Platform of the BSE Limited.

MANAGEMENT DISCUSSION & ANALYSIS REPORT

As required under SEBI (LODR) Regulations 2015 the Management Discussion and Analysis Report is attached herewith and forms part of this report.

CORPORATE SOCIAL RESPONSIBILTY (CSR)

The Company has not developed and implemented any Corporate Social Responsibility initiatives as the provisions of CSR as specified in Section 135 of the Companies Act,

2013 are not applicable to your Company.

EXTRACT OF THE ANNUAL RETURN .

In accordance with Section 134(3)(a) of the Companies Act, 2013, extract of the annual return in the prescribed format is appended as Annexure II to the Board’s Report.

NUMBER OF MEETINGS OF THE BOARD

The Board met (7) Seven times during the financial year viz; on 03;04.2015, 30.05.2015, 05.08.2015, 31.08.2015, 01.10.2015, 13.11.2015, and 15.02.2016. .The necessary quorum was present in all the meetings. The intervening gap between any two meetings was not more than one hundred and twenty days as prescribed by the Companies Act, 2013.

POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION

The policy of the Company on Directors’ appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under Sub section (3) of Section 178 of the Companies Act, 2013, adopted by the Board, has been disclosed separately at Annexure III to the Board’s Report.

COMMITTEES OF THE BOARD

The Board has three committee''s viz., the audit committee, nomination and remuneration committee and Shareholders’ / Investors’ Grievance Committee

The details pertaining to composition of above committees are given separately at Annexure III to the Board’s Report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

As per the provisions of the Companies Act 2013, Mr. Vakamulla Chandrashekhar (DIN: 00073657), retires at the ensuing Annual General Meeting and being eligible, seeks reappointment. The Board recommends his re appointment.

The brief profile of the Director who is to be re-appointed, are furnished in the notice of annual general meeting. The Board recommends re-appointment of above said Director.

DIRECTORS’ RESPONSIBILITY STATEMENT ''

The Audited Accounts for the financial year ended March 31, 2016 are in conformity with the requirements of the Companies Act, 2013. Pursuant to Section 134(5) of the Companies Act, 2013, your directors hereby confirm that:

i) In the preparation of the annual accounts, the applicable accounting standards have been followed.

ii) The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss account of '' the company for that period.

iii) The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

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

v) The Directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

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

PARTICULARS OF LOANS AND GUARANTEES

Pursuant to the requirement under Section 134(3) (g) of the Companies Act, 2013 the particulars of loans, guarantees or investments under Section 186 of the Act as at end of the Financial Year 2015-16 are attached as Annexure - IV which forms part of this report.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arm’s length basis. The Company has not entered in any material related party transaction during the year.

Information on transactions with related parties pursuant to Section 134(3)(h) of the Act read with rule 8(2) of the Companies (Accounts) Rules, 2014 are given in Form AOC-2 at Annexure V and the same forms part of this report.

Please refer Note No. 35 to the financial statement which sets out related party disclosures as prescribed under Accounting Standard 18.

INTERNAL FINANCIAL CONTROL

The Company has in place adequate internal financial controls with reference to financial statement, including adherence to the Company’s policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records and timely preparation of reliable financial disclosures.

The detailed information about internal controls is set out in the Management Discussion & Analysis report which is attached and forms part of this Report.

VIGIL MECHANISM

The Company has implemented a Whistle Blower Policy and has established a vigil mechanism for employees and directors to report their genuine concerns.. The Whistle Blower Policy complies with the requirements of Vigil mechanism as stipulated under Section 177 of the Companies Act, 2013. The details of establishment of the Whistle Blower Policy/ Vigil mechanism have been disclosed on the website of the Company.

SIGNIFICANT AND MATERIAL ORDERS

There are no significant and material orders passed by the regulators or courts or '' tribunals impacting the going concern status and Company’s operations in future.

PARTICULARS OF EMPLOYEES

The information required under section 197 (12) of the Act Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, in respect of employees of the Company is appended as Annexure VI to the Board’s report.

As far as the disclosure with regard to Rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the information may be treated as NIL.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

Provisions of Section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the report of the Board of Directors) Rules, 1988 regarding Conservation of Energy and Technology Absorption does not apply to your Company.

FOREIGN EXCHANGE EARNINGS & OUTGO

During the year under review the foreign exchange earnings and the expenditure was nil.

BUY BACK OF SECURITIES

The Company has not made any offer for buy back of its securities during the year under review.

SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

Your Company has in place a formal policy for prevention of sexual harassment of its women employees in line with "The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

During the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

ACKNOWLEDGEMENT

Your Directors wish to place on record their appreciation for the whole hearted and sincere co-operation the Company has received from its banker, State Bank of India and various Government agencies. Your Directors also wish to thank all the employees for their co-operation.

By Order of the Board of Directors

For Tarini Internationa! Limited

Vakamulla Cnandrashekhar V. Anu Naidu

Managing Director Whole Time Director

DIN 00073657 DIN 00073661

Date: 02.09.2016

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Mar 31, 2015

Dear Members,

The Directors are pleased to present their Annual Report on the working of the Company for the period from 1st April, 2014 to 31st March, 2015 with audited statements of accounts :-

FINANCIAL RESULTS

The Company's Financial Performances during the year 2014-15 as compared to the previous year 2013-14 is summarized below:-

Particulars STANDALONE for the year ended

March 31,2015 March 31,2014

Total Revenue 2,78,10,038 1,70,79,847

Total Profit before tax 28,71,409 48,18,340

Total Profit after tax 21,94,237 34,94,480

Particulars CONSOLIDATED for the year ended

March 31,2015 March 31,2014

Total Revenue 2,78,48,251 N.A.

Total Profit before tax 26,13,633 N.A.

Total Profit after tax 19,36,461 N.A.

RESERVES & SURPLUS

The Company's reserve & surplus in the year 2015 has increased to Rs. 15,68,18,125 as compared to the previous year which was Rs. 4,31,46,133

PERFORMANCE REVIEW

During the Year and review, your Company has rendered technical Consultancy related to hydro power and T&D projects. The Company also retains the operation and maintenance contract for Damanganga hydro power project in Gujarat. The Gross revenues of your Company was Rs. 278.10 lakhs and the Profit after taxes recorded was Rs.21.94 Lakhs. The earnings per equity share (of face value Re. 10) for the year is Rs. 0.18.

In September 2014, your Company was awarded a civil work contract by the M/s ABB India for erection of 66 kV GIS cum Control Room building, Switchyard and associated works at Dahej, Gujarat. The project is successfully completed and handed over to the client - M/s ABB India. During the tenure of the project, your Company bagged the "Best Safety Award" trophy by the principal client M/s Lubrizol.

Your Company is now a preferred sub-contractor for M/s ABB and look forward to participating in their future projects.

FUTURE PROSPECTS

Your company is professionally competent to undertake such projects and has developed as an integrated player providing turnkey services under one umbrella of designing, construction, generation, transmission & distribution.

Your Company is also keen to enter into a share acquisition agreement with M/s Hydro Power & Welding Experts (HPWE) GmbH, Austria for the purpose to design, manufacture and supply hydro mechanical / electrical equipment on turnkey basis. HPWE has an impressive clientele in Europe and as partners with your Company, aims to venture into Africa, Eastern Europe and Mediterranean market which has huge potential in the power sector in the years to come.

Once the agreement is signed, your Company will have 51% share holding and HPWE will be direct subsidiary to your Company in all respect in their future ventures.

Your Company is at the final stage of compilation of Detailed Project Reports (DPR) of 2 Nos. major hydro projects with aggregate capacity of about 100 MW in the Kingdom of Lesotho, Africa. The Construction contract is expected during the next two years.

Over the years, your Company has emerged as a well established organization in power and T&D sector having worked extensively in India and Africa as turnkey contractors and partnering with HPWE will further strengthen your Company into manifolds in the related sector.

In view if the foregoing, your Directors are confident of achieving better working results in the coming years.

DIVIDEND

With a view to provide a cushion for any financial contingencies in the near future and to strengthen the financial position of the Company, your Directors have decided not to recommend any dividend for the period under review.

SUBSIDIARY COMPANIES

The Company has (02) two subsidiaries Tarini Sugars and Distillaries Limited and Venture Infrastructure Limited There are (02) two associate companies within the meaning of Section 2(6) of the Companies Act, 2013 (Act) ie: Tarini Infrastructure Limited, and Tarini Lifesciences Limited. There has been no material change in the nature of the business of the subsidiaries and there is no company which have become or ceased to become subsidiary, joint-venture or Associate Company during the year.

Pursuant to Section 129(3) of the Companies Act, 2013 and Accounting Standard- 21 issued by the Institute of Chartered Accountants of India, Consolidated Financial Statements presented by the Company include the Financial Statements of its Subsidiaries.

Further, a separate statement containing the salient features of the financial statements of subsidiaries of the Company in the prescribed form AOC-1 has been disclosed in the Consolidated Financial Statements. In terms of provisions of Section 136 of the Companies Act, 2013, the Company shall place separate audited accounts of the Subsidiary Companies on its website.

The Company will make available physical copies of these documents upon request by any shareholder of the Company/ subsidiary interested in obtaining the same.

These documents shall also be available for inspection at the registered office of the Company during business hours up to the date of ensuing AGM.

PUBLIC DEPOSIT

The Company has not accepted any Public Deposit pursuant to provisions of section 73 of the Companies Act, 2013, during the period under review.

AUDITORS

M/s VCG & Co Chartered Accountants will retire at the forthcoming Annual General Meeting and are eligible for reappointment. In accordance with the Companies Act 2013, it is proposed to reappoint them from the conclusion of this Annual General Meeting till the conclusion of the 17th Annual General Meeting, subject to the approval of shareholders.

The Auditors have given certain observations in their Audit report as under:

(a) The holding company and its subsidiaries has made certain advances amounting to Rs. 575 Lakhs for which documents related to such advances given by the group companies were not available as the documents were impounded by the income tax authorities as mentioned in note no 29 of the financial statements. Further, confirmation from the parties as at end of the year was not found on records. In view of non-availability of related documents and other alternate audit evidence to corroborate the management's assessment of recoverability of these advances, we are unable to comment on the extent to which these balances are recoverable.

For the above observation, your Directors would like to state that the said parties could not give balance confirmation certificates in view of the fact that the Income Tax Authorities are conducting consequent inquiries with the respective Companies. However, your Directors are following up with the respective Companies for the Balance Confirmation Certificates and are hopeful to get the same as soon as possible.

(b) We draw attention to note 27 to Financial Statement regarding the investment made by amounting Rs.68 Lakhs in a subsidiary, who has suffered recurring losses and has a net capital deficiency. The financial statements of that subsidiary have been prepared assuming that the Company will continue as a going concern. These conditions raise substantial doubt about its ability to continue as a going concern. The financial statements of holding company do not include any adjustments relating to the recoverability and classification of asset carrying amounts that might result that the subsidiary be unable to continue as a going concern.

Though there is an accumulated loss in the subsidiary company, the said company viz. Venture Infrastructure Limited, has not bagged new projects or work orders due to recession scenario around. However, lot of bids are still open for participation and the said company will bag some orders in the near future and hence your directors are of the opinion that no adjustment is required at this stage and the same will be done at the appropriate time.

(c) We draw attention to the note 30 of the financial statements whereby the holding company has raised the money by way of Public Issue, during the year. Further, there has been variation in the utilisation of money, between the objects of public issue contained in the prospectus and actual utilisation, which was need to be authorised from the members. In view of this, we are unable to comment upon the appropriateness of variation in utilisation of money by holding company.

At the outset, your directors would clarify that the variation is between the Heads of expenditure envisaged. This variation has been necessitated due to the fact that the infrastructure projects, which are handled by your Company, require huge capital lay out and are capital intensive in nature which leads to long gestation period obviously causing slight mismatch with projections as originally envisaged and hence your directors would like to justify this variation.

(d) In respect of provision for impairment of goodwill, aggregating to Rs.66,65,123 arising on consolidation of a subsidiary, whose net worth is substantially eroded as at March 31,2015, not considered necessary by the management. In absence of valuation of investments in the subsidiary, we are unable to comment whether any impairment of goodwill is required.

The position with regard to the subsidiary in question has been explained to the reply for the observation at Point No. (b) above.

SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board had appointed Mr. Manoj Sharma, Partner, RSMV & Co. Practising Company Secretaries, to conduct Secretarial Audit for the financial year 2014-15. The Secretarial Audit Report for the financial year ended March 31,2015 is appended as Annexure I to this Report.

The Report contains the following observations:-

1. We draw attention to the note 26 of the financial statements regarding the survey operations conducted u/s 133A of income tax Act, 1961 by the Income tax Authorities in the company's premises during the previous year of which outcome is awaited. However, the management is confident about no adverse impact due to such outcome.

2. We draw attention to the note 27 of the financial statements whereby the company has raised the funds by way of Public Issue, during the year, and the variation is observed in utilization of funds as against the terms of Public issue contained in Prospectus without complying with the provisions of Section 27 of the Act.

3. The company has given the collateral guarantee for the loan taken by its associate company & loans/advances granted amounting to Rs. 1328.16 Lakhs to group companies / associated companies in which directors are interested; To this extent, there is a non-compliance of provisions of sections 185,186 and 188 of the Companies Act, 2013.

4. There was a show-cause notice from SEBI issued on 19th November 2014, asking certain information / clarification / documents. The same had been replied suitably and the requisite documents sent. The same is under consideration by SEBI.

5. The Nomination and Remuneration Committee consists of one Executive Director (Promoter) in the place of Non Executive Director. To this extent, there is non-compliance of provision of section 178 (1) of the Companies Act 2013 and the relevant rules and Clause 52 of Listing Agreement with the Stock Exchange

Your Directors would like to state as under in reply to the said observations

1. The observation is a factual statement and your Director is of the opinion that this observation does not need any reply.

2. At the outset, your directors would clarify that the variation is between the Heads of expenditure envisaged. This variation has been necessitated due to the fact that the infrastructure projects, which are handled by your company require huge capital outlay, and hence your directors would like to justify this variation.

3. It should be noted that these loans were given for execution of various work items by these companies for the projects proposed to be undertaken by the Companies under the same management. It should also be noted that these companies have no source of funding such as bank loans etc., due to infra start ups in nature.

4. The observation is a factual statement and your Director is of the opinion that this observation does not need any reply.

5. Your Directors are looking for a suitable persons for appointment which will be done as earliest as possible.

CORPORATE GOVERNANCE

Your Company has always laid a strong emphasis on transparency, accountability and integrity and believes that good governance is the basis for sustainable growth of the business and for enhancement of shareholder value. We keep our governance practices Under Continuous review and benchmark Ourselves to the best governed Companies across the globe.

The report on corporate governance forms an integral part of this report and is set out as separate section to this annual report. The certificate of M/s. V. Ramasamy & Co., Company Secretaries, certifying compliance with the conditions of corporate governance as stipulated in clause 52 of the listing agreement is annexed with the report on corporate governance.

MANAGEMENT DISCUSSION & ANALYSIS REPORT

As required pursuant to Clause 52 of the Listing Agreement with the Stock Exchanges, a detailed Management Discussion and Analysis Report is attached herewith and forms a part of the Annual Report.

CORPORATE SOCIAL RESPONSIBILTY (CSR)

The Company has not developed and implemented any Corporate Social Responsibility initiatives as the said provisions are not applicable.

EXTRACT OF THE ANNUAL RETURN

In accordance with Section 134(3)(a) of the Companies Act, 2013, an extract of the annual return in the prescribed format is appended as Annexure II to the Board's Report.

NUMBER OF MEETINGS OF THE BOARD

The Board met (18) Eighteen times during the financial year viz; on 03.04.2014, 08.04.2014, 09.04.2014, 11.04.2014, 22.04.2014, 26.04.2014, 08.05.2014, 20.05.2014, 23.05.2014, 25.06.2014, 04.08.2014, 08.08.2014, 29.08.2014, 24.10.2014, 28.10.2014, 15.11.2014, 19.11.2014 and 24.01.2015. .The necessary quorum was present in all the meetings. The intervening gap between any two meetings was not more than one hundred and twenty days as prescribed by the Companies Act, 2013.

POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION

The policy of the Company on directors' appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under Sub section (3) of Section 178 of the Companies Act, 2013, adopted by the Board, has been disclosed in the corporate governance report, which forms part of the Board's Report.

BOARD EVALUATION

In pursuance to the provisions of the Companies Act, 2013 and clause 52 of the Listing Agreement, the Board has carried out annual performance evaluation of its own performance, the directors individually as well the evaluation of the working of committees. 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, board meetings and 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 compliance with the terms of reference of the committees, composition of committees, functions and duties, committee meetings & procedures, etc.

The Board and the Nomination and Remuneration Committee ("NRC") 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, attendance, independent Judgment etc. In addition, the Chairman was also evaluated on the basis of criteria such as leadership, managing relationship, conducting board 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 discussed.

COMMITTEES OF THE BOARD

The Board has three committee's viz., the audit committee, nomination and remuneration committee and Shareholders' / Investors' Grievance Committee

The details pertaining to composition of above committees are included in the Corporate Governance Report, which forms part of this report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Pursuant to the provisions of Section 203 of the Act, effective from April 1,2014, the appointments of Mr. Vakamulla Chandrashekhar, Chairman & Managing Director, Mrs. V. Anu Naidu, Mr. Abhilash Chand Jain, Chief Financial Officer and Mr. Amit Arora, Company Secretary as key managerial personnel of the Company were formalized.

As per the provisions of the Companies Act 2013, Mrs. V. Anu Naidu (DIN: 00073661), retires at the ensuing Annual General Meeting and being eligible, seeks re-appointment. The Board recommends her re appointment.

The brief profile of the Directors who are to be re-appointed / appointed, are furnished in the notice of annual general meeting. The Board recommends re-appointments of above said directors.

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received necessary declaration from each independent director that he/she meets the criteria of independence as laid down in Section 149(6) of the Companies Act, 2013 and Clause 52 of the Listing Agreement.

DIRECTORS' RESPONSIBILITY STATEMENT

The Audited Accounts for the financial year ended March 31,2015 are in conformity with the requirements of the Companies Act, 2013. Pursuant to Section 134(5) of the Companies Act, 2013, your directors hereby confirm that:

i) In the preparation of the annual accounts, the applicable accounting standards have been followed.

ii) The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss account of the company for that period.

iii) The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

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

v) The Directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

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

DISCLOSURE IN RESPECT OF THE UTILIZATION OF FUNDS IN TERMS OF THE PROSPECTUS

Disclosure in respect of the Utilization of funds in terms of the Prospectus is given as under:

S. No. Particulars Amount Proposed to be utilized as per the Prospectus (Rs. in Lacs)

1. To Finance Long Term Incremental Working Capital Requirements 1000.00

2. Renovation and interior of Registered office 160.00

3. Brand Building 150.00

4. General Corporate Purpose 250.00

5. Issue Expenses 70.98

Total 1630.98

S. No. Particulars Actual Utilization of amount (Rs. in Lacs)

1. To Finance Long Term Incremental Working Capital Requirements 888.38

2. Renovation and interior of Registered office 159.28

3. Brand Building 72.95

4. General Corporate Purpose 430.00

5. Issue Expenses 80.37

Total 1630.98

The Statutory Auditor has qualified his report on this account. Your Directors have given their reply towards this qualification elsewhere in this report.

PARTICULARS OF LOANS AND GUARANTEES

Pursuant to the requirement under Section 134(3) (g) of the Companies Act, 2013 the particulars of loans, guarantees or investments under Section 186 of the Act as at end of the Financial Year 2014-15 are attached as Annexure - III which forms part of this report.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arm's length basis. The Company has not entered in any material related party transaction during the year.

Information on transactions with related parties pursuant to Section 134(3)(h) of the Act read with rule 8(2) of the Companies (Accounts) Rules, 2014 are given in Annexure 4 in Form AOC-2 and the same forms part of this report as per Annexure IV.

Please refer Note No. 33 to the financial statement which sets out related party disclosures as prescribed under Accounting Standard 18.

RISK MANAGEMENT

The Audit Committee in supervision of Board of Directors is responsible for identifying, evaluating and managing all significant risks faced by the Company. The detailed statement indicating the development and implementation of risk management policy including identification therein of elements of risk has been covered in the management discussion and analysis, which forms part of this report.

INTERNAL FINANCIAL CONTROL

The Company has in place adequate internal financial controls with reference to financial statement, including adherence to the Company's policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records and timely preparation of reliable financial disclosures.

The detailed information about internal controls is set out in the Management Discussion & Analysis report which is attached and forms part of this Report.

VIGIL MECHANISM

The Company has implemented a Whistle Blower Policy and has established a vigil mechanism for employees and directors to report their genuine concerns. The Policy provides for a mechanism to report genuine concerns to Whistle Counselor or the Whistle Blower Committee and in exceptional cases, Chairman of the Audit Committee of the Company. The functioning of the Vigil mechanism is reviewed by the Audit Committee from time to time. None of the Whistle Blowers have been denied access to the Audit Committee of the Board. The Whistle Blower Policy complies with the requirements of Vigil mechanism as stipulated under Section 177 of the Companies Act, 2013. The details of establishment of the Whistle Blower Policy/ Vigil mechanism have been disclosed on the website of the Company.

SIGNIFICANT AND MATERIAL ORDERS

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company's operations in future.

PARTICULARS OF EMPLOYEES

The information required under section 197 (12) of the Act Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, in respect of employees of the Company is appended as Annexure V to the Board's report. As far as the disclosure with regard to Rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the information may be treated as NIL.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

Provisions of Section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the report of the Board of Directors) Rules, 1988 regarding Conservation of Energy and Technology Absorption does not apply to your Company.

FOREIGN EXCHANGE EARNINGS & OUTGO

During the year under review the foreign exchange earnings and the expenditure was nil.

0BUY BACK OF SECURITIES

The Company has not made any offer for buy back of its securities during the year under review.

SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, ROHIBITION AND REDRESSAL) ACT, 2013

Your Company has in place a formal policy for prevention of sexual harassment of its women employees in line with "The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

During the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

ACKNOWLEDGEMENT

Your Directors wish to place on record their appreciation for the whole hearted and sincere co-operation the Company has received from its banker, State Bank of India and various Government agencies. Your Directors also wish to thank all the employees for their co-operation.

By Order of the Board of Directors For Tarini International Limited

Vakamulla Chandrashekhar V. Anu Naidu Managing Director Whole Time Director DIN 00073657 DIN 00073661

Date: 31.08.2015

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Mar 31, 2014

Dear Members,

The Directors are pleased to present their Annual Report on the working of the Company for the period from 1st April, 2013 to 31st March, 2014 with audited statements of accounts :-

FINANCIAL RESULTS

The company''s Financial performances during the year 2013-14 as compared to the previous year 2012-13 is summarized below:-

Particulars 2014 (Amount in Rs.) 2013 (Amount in Rs.)

Total Revenue 1,70,79,847 1,21,59,127

Total Profit before tax 48,18,340 3,03,896

Total Profit after tax 34,94,480 (9,798)

RESERVES & SURPLUS

The Company''s reserve & surplus in the year 2014 has increased to Rs. 4,31,46,133 as compared to the previous year which was Rs. 4,17,62,243.

Performance Review

During the Year and review, your Company has rendered technical Consultancy related to hydro power and T&D projects. The Company also retains the operation and maintenance contract for Damanganga hydro power project in Gujarat. The Gross revenues of your Company was Rs. 170.80 lakhs and the Profit after taxes recorded was Rs.34.94 Lakhs. The earnings per equity share (of face value Re. 10) for the year is Rs. 0.39.

Dividend

Your Directors have recommended a dividend of Rs. 0.20 per equity share. The dividend payout is subject to approval of members at the ensuing Annual General Meeting.

The dividend will be paid to members whose names appear in the Register of Members as on August 29, 2014; in respect of shares held in dematerialised form, it will be paid to members whose names are furnished by National Securities Depository Limited and Central Depository Services (India) Limited, as beneficial owners as on that date.

Future Prospects

Your Company is fast emerging as full fledged EPCCM (Engineering Procurement Construction Commission & Management) outfit to provide detailed engineering and financial models including construction works related to hydro as well as transmission and distribution projects, globally.

Your company is professionally competent to undertake such projects and has developed as an integrated player providing turnkey services under one umbrella of designing, construction, generation, transmission & distribution.

Your company is setting up a manufacturing base in collaboration for high value hydro power equipments in Austria (European Union) to cater European & African markets.

Your company is at the final stage of compilation of Detailed Project Reports (DPR) of 2 Nos. major hydro projects with aggregate capacity of about 100 MW in the Kingdom of Lesotho, Africa. The Construction contract is expected during the year.

Your company is also carrying out detailed design and engineering works of the above projects.

Further, your company has been quite successful in establishing contacts with various high level resources and local Power Utilities / State electricity boards and Agencies in African Continent because of its abundance of natural resources. Africa is as yet an untapped but an emerging market. Having one of the fastest growth, the region is power deficient and there are tremendous opportunities for impeding power infrastructure works, which is Tarini''s forte.

Your company is also in the advance stage of negotiations with M/s ABB India Ltd. for a civil sub contract works in Gujarat. The works are scheduled to be taken up by September 2014. Based on the performance, there are similar works in the pipeline under negotiation, likely to be awarded by M/s ABB in the near future.

M/s Tarini Sugars & Distilleries Limited, which is one of the subsidiary companies of your company, has awarded an EPCCM contract for execution of a co-gen power plant of 15 MW at Parbani, Maharashtra on turnkey basis. The said company has already acquired the requisite land and the preliminary works shall commence immediately once the statutory approvals applied for with various Govt. Agencies are accorded, which are expected by end of September 2014.

Your company is in the process of land acquisition for the development of its own, self identified 5 MW Kanatyatana mini small hydro project in Karnataka under IPP. The preliminary construction work is tentatively scheduled for end of 2014 subject to grant of approvals and statutory clearances from the Govt. of Karnataka.

In view if the foregoing, your Directors are confident of achieving better working results in the coming years.

Directors'' Responsibility Statement

The directors report that

i) In the preparation of the annual accounts, the applicable accounting standards have been followed.

ii) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss account of the company for that period.

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

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

v) The Directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

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

Initial Public Issue (IPO) and Listing on Stock Exchanges

The Company has raised amount of Rs. 1630.98 lakhs via Public Issue during the year under review and subsequently the shares of your company got listed on BSE stock exchange SME Platform on 26th June 2014. Disclosure in respect of the Utilization of funds in terms of the Prospectus will be made at the appropriate stage, in view of the fact that the Company came out with the Initial public offer (IPO) after the closure of the Financial Year 2013-14.

Corporate Governance

As required by Clause 52 of the BSE SME Listing Agreement the Corporate Governance Report, Management Discussion and Analysis, and the Certificate of Mr. V. Ramasamy, Practicing Company Secretary, regarding compliance of conditions of Corporate Governance, form part of this Annual Report.

Particulars of Employees

There is no Employee in respect of whom information required under Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 is required to be furnished in this report.

Conservation of Energy and Technology Absorption

Provisions of Section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the report of the Board of Directors) Rules, 1988 regarding Conservation of Energy and Technology Absorption does not apply to your Company.

Foreign Exchange Earnings & Outgo

During the year under review the foreign exchange earnings and the expenditure was nil.

Deposits

The Company has neither invited nor accepted any sum falling under the purview of Section 58A of the Companies Act, 1956.

Buy Back of Securities

The Company has not made any offer for buy back of its securities during the year under review.

Directors

In accordance with the Companies Act, 2013, Mr. Ponnu Swami Sethu Seshan retires by rotation and being eligible offers himself for reappointment.

Auditors

M/s VCG & Co Chartered Accountants will retire at the forthcoming Annual General Meeting and are eligible for reappointment. In accordance with the Companies Act 2013, it is proposed to reappoint them from the conclusion of this Annual General Meeting till the conclusion of the 17th Annual General Meeting, subject to the approval of shareholders.

Acknowledgement

Your Directors wish to place on record their appreciation for the whole hearted and sincere co-operation the Company has received from its banker, Bank of India, Karur Vysya Bank ltd., ICICI Bank Ltd. and various Government agencies. Your Directors also wish to thank all the employees for their co-operation.

By Order of the Board of Directors For Tarini International Limited

Vakamulla Chandrashekhar V. Anu Naidu Managing Director Whole Time Director DIN 00073657 DIN 00073661

Date: 29.08.2014

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Mar 31, 2013

DEAR MEMBERS,

The Directors have pleasure in presenting their Fourteenth Annual Report and Audited Accounts for the year ended March 31st, 2013:

Financial highlight: (Rs. in Lacs) PARTICULARS As on As on 31.03.2013 31.03.2012

Income from Consultancy & Maintenance 76.71 122.16

Income from other sources 44.88 9.41

Total Income 121.59 131.57

Depreciations 6.69 6.12

Profit after depreciation but 3.04 3.05 before Taxation

Provision for Taxation & Deferred Tax/ MAT 4.58 2.00

Profit after Taxation (.09) 1.05

Operations:

During the year 2012-13, the Company has recorded slightly low income from operations and the profitability was affected due to increased cost and expenses towards future business generations which will result positively in following financial years. Your Company has recorded a turnover income of INR 121.59 Lacs. However, on the Profit side, the profit after tax (after providing Deferred Tax provision) amounting to net loss of INR: 9,798.

The company''s core strength is to provide technical consultancy and execution of several small hydro projects (SHP) as well as transmission and distribution (T&D) projects which shall be taken up in phased manner in the forth coming FY, domestically as well as internationally.

The company is in the process of acquiring land for the development of its own, self identified 5 MW Kanatyatana mini small hydro project in Karnataka under IPP. The construction is tentatively scheduled for mid of 2014 subject to grant of approvals and statutory clearances from the Govt, of Karnataka.

The company''s has been quite successful in further establishing contacts with various high level resources and local Power Utilities / State electricity boards and Agencies in African countries and is presently in negotiating terms with one of the largest T&D Company - Power Grid Corporation Ltd. (India) for execution of 400 KV Transmission Line of 150 kms in Tanzania.

Dividend:

To strengthen the financial position of the Company, it is proposed to retain the profit in the business. No dividend is being recommended for the year ended on 31.03.2013.

Directors:

In accordance with the Article 86 of the Articles of Association of the Company read with section 255/256 of the Companies Act, 1956, Mr. Gedela Simhachalam, Director of the Company retire by rotation at the ensuing Annual General Meeting and being eligible offer himself for re-appointment to the office of the Directors on the Board of your Company.

Statutory auditors:

The Auditors Report along with Accounts and their Notes are self-explanatory and do not require any further explanation or clarification.

The Auditors of the Company M/s. V C G & CO., Chartered Accountants, New Delhi, retire at the ensuing Annual General Meeting and have given their consent for re-appointment. A certificate under Section 224(1) of the Companies Act, 1956 regarding their eligibility for the proposed re-appointment has been obtained from them. Your Directors recommend their re-appointment

Particulars of employees:

The Board of Directors wishes to express its appreciation to all the employees of the Company for their outstanding contribution to the operation of the Company. During the financial year under review, none of the Company''s employees was in receipt of remuneration as prescribed under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of employees) Rules, 1975 as amended by the Company''s (Amendment) Act, 1988 and hence no particulars are required to be disclosed in this report.

Conservation of energy, technology absorption and foreign exchange EARNING/OUTGO:

As the Company is not carrying out any manufacturing activities, the issues relating to conservation of energy and technology absorption are not quite relevant to its functioning.

2012-13 2011-12

Foreign Exchange earning (Rs.) - NIL $165000

Foreign Exchange outgo (Rs.) - NIL $2000

Industrial relations:

The industrial relation during the year under reporting at all levels remained cordial. Your Directors'' applaud the excellent contribution and efforts made by employees of the Company.

Directors'' responsibility statement:

Pursuant to Section 217(2AA) of the Companies Act, 1956 the Directors confirmed the following in respect of the Audited Annual Accounts for the financial year ended on 31st March, 2013:

(i) That in preparation of the annual accounts, the applicable accounting standards has been followed.

(ii) That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company for the financial year ended on 31st march, 2013 and the profit of the Company for the year ended on that date.

(iii) That the Directors had taken proper and sufficient care for maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and preventing and detecting frauds and other irregularities.

(iv) The annual accounts have been prepared on a "going concern" basis.

Acknowledgement:

The Directors'' wish to place on record their appreciation for the assistance and co-operation that your Company received from the Company''s bankers, advisor, customer and all others whose continued support has been a source of strength to the Company. Your Directors also wish to place on record their sincere appreciation for the devotion and dedicated efforts put in by the employees at all levels.

For and on behalf of the Board of Directors

Date: 03.09.2013 Place: New Delhi (V. Chandrashekhar) Chairman

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Mar 31, 2012

DEAR MEMBERS,

The Directors have pleasure in presenting their Thirteenth Annual Report and Audited Accounts for the year ended March 31st, 2012:

Financial highlight:

(Rs. in Lacs) PARTICULARS As on As on 31.03.2012 31.03.2011

Income from Consultancy & Maintenance 122.16 292.83

Income from other sources 9.41 5.54

Total Income 131.57 298.37

Depreciations 6.12 5.16

Profit after depreciation but before Taxation 3.05 51.81

Provision for Taxation & Deferred Tax 2.00 22.74

Profit after Taxation 1.05 29.07

Operations:

During the year 2011-12, the Company has recorded slightly low income from operations and the profitability was affected due to increased cost and expenses towards future business generations which will result positively in following financial years. Your Company has recorded a turnover income of INR 131.57 Lacs. However, on the Profit side, the profit after tax (after providing Deferred Tax provision) was decreased to INR 1.05 Lacs.

In the coming FY, the company is involved in consultancy and execution of several small hydro projects (SHP) as well as transmission and distribution (T&D) projects in pipeline on turn key basis which shall generate a revenue of Rs 5 crores, domestically and another Rs 5 crores internationally.

The company intends to develop its own, self identified 5 MW Kanatyatana mini small hydro project in Karnataka under IPP and shall soon be taking up the execution of the same. The project is scheduled to be completed in 2 years time and is proposed to generate approx. 35 Million KWH approx annually adding steady revenue in the company''s finances for next 40 years

With the company''s presence and reputation in African region, it has been quite successful in further establishing contacts with various high level resources and local Power Utilities / State electricity boards and Agencies in African countries wherein India and the world Bank or ADB is involved in provisioning Line of Credit to bag contracts by way of negotiations.

The Company is firmly supported by the pillars of highly qualified, focused and determined Key Managerial Persons (KMP) in technical as well as financial fields and the company enjoys the special privilege of being associated with some of the world leading Companies as JV/ Partners. Not only that company enjoys a credible name in the industry over the years as an pioneer of vision and executing high value projects in critical sectors like energy in highly challenging conditions be it geographical terrains or inherent Government perceptions and interferences whether private or public

The Company has bid for various other T&D Projects which are under review and a few under active consideration with the concerned Government Agencies / State Power Companies in Africa

Earning per share:

The company''s Earning per share has decrease from Rs. 3.49 per share to Rs. 0.012 per Share, recorded decrease in EPS of Rs.3.48 per share. Your company will expect to grow in the years to come for which the management have already taken the necessary initiative with positive energy.

Dividend:

To strengthen the financial position of the Company, it is proposed to retain the profit in the business. No dividend is being recommended for the year ended on 31.03.2012.

Directors:

In accordance with the Article 86 of the Articles of Association of the Company read with section 255/256 of the Companies Act, 1956, Mr. Ponnu Swami Sethu Seshan, Director of the Company retire by rotation at the ensuing Annual General Meeting and being eligible offer himself for re-appointment to the office of the Directors on the Board of your Company.

Mr. Simhachalam Gedela were appointed as Independent Directors on the Board who are at present Additional Directors in terms of Section 260 of the Companies Act, 1956 whose office as directors is subject to termination in the ensuing Annual General Meeting. Your Directors proposed their appointment as regular Directors on the Board u/s 257 of the Act and respective resolution has been given as Item No.4 under Special Business with the recommendation to pass the same as Ordinary Resolution as in the best interest of the Company.

Statutory auditors & Board clarification on auditors remark:

The Auditors Report along with Accounts and their Notes are self-explanatory except clause (f) of Point No.4 thereof with regard to security of company''s immoveable property provided to bank for the loan taken by Group Company and its directors. It is hereby clarified that at the time of providing these securities the status of the Company was "Private Limited" and subsequently on 8th July, 2011, the Company was converted into Limited Company. The provisions of Section 295 of the Companies Act, 1956 are not applicable on Private Limited Company. Hence, no approval of Central Government is required for the matters prior to its conversion into Limited Company.

The Auditors of the Company M/s. V C G & CO., Chartered Accountants, New Delhi, retire at the ensuing Annual General Meeting and have given their consent for re-appointment. A certificate under Section 224(1) of the Companies Act, 1956 regarding their eligibility for the proposed re-appointment has been obtained from them. Your Directors recommend their re-appointment.

Particulars of employees:

The Board of Directors wishes to express its appreciation to all the employees of the Company for their outstanding contribution to the operation of the Company. During the financial year under review, none of the Company''s employees was in receipt of remuneration as prescribed under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of employees) Rules, 1975 as amended by the Company''s (Amendment) Act, 1988 and hence no particulars are required to be disclosed in this report.

Conservation of energy, technology absorption and foreign exchange

EARNING/OUTGO:

As the Company is not carrying out any manufacturing activities, the issues relating to conservation of energy and technology absorption are not quite relevant to its functioning.

2011-12 2010-11

Foreign Exchange earning (Rs.) - $165000 $484000

Foreign Exchange outgo (Rs.) - $2000 NIL

Industrial relations:

The industrial relation during the year under reporting at all levels remained cordial. Your Directors'' applaud the excellent contribution and efforts made by employees of the Company.

Directors'' responsibility statement:

Pursuant to Section 217(2AA) of the Companies Act, 1956 the Directors confirmed the following in respect of the Audited Annual Accounts for the financial year ended on 31st March, 2012:

(i) That in preparation of the annual accounts, the applicable accounting standards has been followed.

(ii) That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company for the financial year ended on 31st march, 2012 and the profit of the Company for the year ended on that date.

(iii) That the Directors had taken proper and sufficient care for maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and preventing and detecting frauds and other irregularities.

(iv) The annual accounts have been prepared on a "going concern" basis.

Acknowledgement:

Your Directors'' wish to place on record their appreciation for the assistance and co-operation that your Company received from the Company''s bankers, advisor, customer and all others whose continued support has been a source of strength to the Company. Your Directors also wish to place on record their sincere appreciation for the devotion and dedicated efforts put in by the employees at all levels.

For and on behalf of the Board of Directors

Date: 03.09.2012 Place: New Delhi

(V. Chandrashekhar) Chairman

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Mar 31, 2011

Dear Members,

The Directors have pleasure in presenting their Twelfth Annual Report and Audited Accounts for the year ended March 31st, 2011:

Financial highlight:

(Rs. in Lacs)

PARTICULARS As on As on 31.03.2011 31.03.2010

Income from Consultancy & 292.83 298.47 Maintenance

Income from other 5.54 69.18

sources

TotalIncome 298.37 367.66

Depreciations 5.16 5.11

Profit after depreciation 51.81 264.66 but before Taxation

Provision for Taxation & 22.74 89.01 Deferred Tax

Profit after 29.07 175.65 Taxation

Operations:

During the year 2010-11, the Company has recorded slightly low income from operations and the profitability was affected due to increased cost and expenses towards future business generations which will result positively in following financial years. Your Company has recorded a turnover income of INR 298.37 Lacs. However, on the Profit side, the profit after tax (after providing Deferred Tax provision) was decreased to INR 29.07 Lacs.

In the coming FY, the company is involved in consultancy and execution several small hydro projects (SHP) as well as transmission and distribution (T&D) projects in pipeline on turn key basis which shall generate a revenue of Rs 10 crores, domestically and another Rs 10 crores internationally.

The company intends to develop its own, self identified 5 MW Kanatyatana mini small hydro project in Karnataka under IPP and shall soon be taking up the execution of the same. The project is scheduled to be completed in 2 years time and is proposed to generate approx. 35 Million KWH approx annually adding steady revenue in the company''s finances for next 40 years

With the company''s presence and reputation in African region, it has been quite successful in further establishing contacts with various high level resources and local Power Utilities / State electricity boards and Agencies in African countries wherein India and the world Bank or ADB is involved in provisioning Line of Credit to bag contracts by way of negotiations.

The Company is firmly supported by the pillars of highly qualified, focused and determined Key Managerial Persons (KMP) in technical as well as financial fields and the company enjoys the special privilege of being associated with some of the world leading Companies as JV/ Partners. Not only that company enjoys a credible name in the industry over the years as an pioneer of vision and executing high value projects in critical sectors like energy in highly challenging conditions be it geographical terrains or inherent Government perceptions and interferences whether private or public

The Company has bid for various other T&D Projects which are under review and a few under active consideration with the concerned Government Agencies / State Power Companies in Africa

The company has also been invited by the Govt, of Guinee (Africa) to refurbish 6 nos. of semi non operational hydro projects. The technical team shall be carrying out reconnaissance during September 2011 in order to take up full refurbishment of the vintage hydro projects which will be a major task worth USD 10 million. The said project is likely to commence in the third quarter of financial year 2011-12.

Earning per share:

The company''s Earning per share has decrease from Rs. 21.09 per share to Rs.3.49 per Share, recorded decrease in EPS of Rs.17.6 per share. Your company will expect to grow in the years to come for which the management have already taken the necessary initiative with positive energy.

Dividend:

To strengthen the financial position of the Company, it is proposed to retain the profit in the business. No dividend is being recommended for the year ended on 31.03.2011.

Directors:

In accordance with the Article 86 of the Articles of Association of the Company read with section 255/256 of the Companies Act, 1956, Mr. Vakamulla Chandrashekhar and Mrs. Anu Naidu, Directors of the Company retire by rotation at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment to the office of the Directors on the Board of your Company.

Mr. Abhilash Chand Jain was appointed as an Additional Director in terms of Section 260 of the Companies Act, 1956 whose office as director is subject to termination in the ensuing Annual General Meeting. Your Directors proposed his appointment as regular Director on the Board u/s 257 of the Act and respective resolution has been given as Item No.6 under Special Business with the recommendation to pass the same as Ordinary Resolution as in the best interest of the Company.

Mr. P. Swami Sesthu Seshan & Mr. T. V. Manoharan were appointed as Independent Directors on the Board who are at present Additional Directors in terms of Section 260 of the Companies Act, 1956 whose office as directors is subject to termination in the ensuing Annual General Meeting. Your Directors proposed their appointment as regular Directors on the Board u/s 257 of the Act and respective resolution has been given as Item No.7 & 8 under Special Business with the recommendation to pass the same as Ordinary Resolution as in the best interest of the Company.

Statutory auditors:

The Auditors Report along with Accounts and their Notes are self-explanatory and do not require any further explanation or clarification.

The Auditors of the Company M/s. V C G & CO., Chartered Accountants, New Delhi, retire at the ensuing Annual General Meeting and have given their consent for re-appointment. A certificate under Section 224(1) of the Companies Act, 1956 regarding their eligibility for the proposed re-appointment has been obtained from them. Your Directors recommend their re-appointment.

Secretarial auditors:

Towards the good gesture and strict adherence to the timely compliances and commitment for excellence, the Board of Directors of your Company appointed M/S BANSAL MANISH & CO., Company Secretaries, New Delhi as Secretarial Auditors of the Company.

Compliance certificate:

In terms of the proviso to sub section (1) of Section 383A of the Companies Act, 1956, Compliance Certificate issued by M/S BANSAL MANISH & CO., Company Secretaries for the financial year 2010-11 is enclosed.

Particulars of employees:

The Board of Directors wishes to express its appreciation to all the employees of the Company for their outstanding contribution to the operation of the Company. During the financial year under review, none of the Company''s employees was in receipt of remuneration as prescribed under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of employees) Rules, 1975 as amended by the Company''s (Amendment) Act, 1988 and hence no particulars are required to be disclosed in this report.

Conversion:

You are hereby informed that Company has been converted into Public Ltd company from Pvt Ltd with effect from 08.07.2011 thereby enabling the company to seek wider horizons and at the same time being more adaptable with future growth plans .

Conservation of energy, technology absorption and foreign exchange EARNING/OUTGO:

As the Company is not carrying out any manufacturing activities, the issues relating to conservation of energy and technology absorption are not quite relevant to its functioning.

2010-11 2009-10

Foreign Exchange earning (Rs.) - NIL US$451,000

Foreign Exchange outgo (Rs.) - NIL NIL

Industrial relations:

The industrial relation during the year under reporting at all levels remained cordial. Your Directors'' applaud the excellent contribution and efforts made by employees of the Company.

Directors'' responsibility statement:

Pursuant to Section 217(2AA) of the Companies Act, 1956 the Directors confirmed the following in respect of the Audited Annual Accounts for the financial year ended on 31st March, 2011:

(i) That in preparation of the annual accounts, the applicable accounting standards has been followed.

(ii) That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company for the financial year ended on 31st march, 2011 and the profit of the Company for the year ended on that date.

(iii) That the Directors had taken proper and sufficient care for maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and preventing and detecting frauds and other irregularities.

(iv) The annual accounts have been prepared on a "going concern" basis.

Acknowledgement:

Your Directors'' wish to place on record their appreciation for the assistance and co-operation that your Company received from the Company''s bankers, advisor, customer and all others whose continued support has been a source of strength to the Company. Your Directors also wish to place on record their sincere appreciation for the devotion and dedicated efforts put in by the employees at all levels.

For and on behalf of the Board of Directors

Date: 05.09.2011 Place: New Delhi (V. Chandrashekhar) Chairman