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Indowind Energy Ltd.

BSE: 532894 Sector: Infrastructure
NSE: INDOWIND ISIN Code: INE227G01018
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VOLUME 40051
52-Week high 6.64
52-Week low 3.80
P/E 42.08
Mkt Cap.(Rs cr) 49
Buy Price 0.00
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Sell Price 0.00
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OPEN 5.25
CLOSE 5.37
VOLUME 40051
52-Week high 6.64
52-Week low 3.80
P/E 42.08
Mkt Cap.(Rs cr) 49
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Indowind Energy Ltd. (INDOWIND) - Director Report

Company director report

To

The Members

Your Directors are pleased to present this 21st Annual Report of the Company togetherwith the Audited Accounts for the year ended 31 st March 2016.

FINANCIAL HIGHLIGHTS AND PERFORMANCE

Rs. In Million
PARTICULARS 2015-16 2014-15
Total Income 228.98 241.33
Expenses 83.17 100.50
EBITDA 145.81 140.83
Interest 66.73 60.41
Depreciation 75.54 75.42
Tax Provision (5.46) 2.79
Extraordinary items (expenses) 1.74
Profit After Tax 7.26 2.21

During the year under review your Company's total income achieved is INR 228.98 Mn.against INR241.33 Mn. of the previous year. The decrease in sales revenue is mainly due tosubstantial back down of the windmills by TANGEDCO and non-availability of grid during thepeak wind season during the year under review. There is a decrease in total expenses fromI NR 100.50 Mn of previous year to INR.83.17 Mn. The interest paid for the year underreview is INR.66.73 Mn compared to INR. 60.41 Mn of previous year. This is due to furtherweakening of INR against USD for servicing the EXIM Bank Forex loan. The depreciation hasmarginally increased to INR 75.54 Mn from INR 75.42 Mn. of previous year. However taxprovision for the year amounts to INR (5.46) Mn. against that of INR 2.79 Mn. of theprevious year. This is due to the credit of deferred tax asset in the P & L accountfor the period under review. The Company has made a profit of INR 7.26 Mn after deductingextraordinary expenses of INR 1.74 Mn .Since this profit is not adequate your company isnot in a position to declare dividend for the year under review. There is no materialchanges and commitments affecting the financial position and there is no change in thenature of the company during the period under review. There is no Subsidiary/Joint Ventureor associates companies which ceased to exist during the year under review. The companyhas not issued any shares with differential voting rights sweat equity shares orEmployee's Stock Options. No provision is made by the company for purchase of its ownshares by employees or trustees for benefit of the Employees for the year under review.

REPLY TO THE OBSERVATIONS OF THE AUDITORS IN THEIR REPORT

With reference to the observations of the Auditors in their Independent Auditor'sReport in respect of "Basis of Qualified Opinion" relating to the pendinglitigations with Courts and Appellate authorities the company wishes to state that basedon the opinion rendered by experts from various fields the company has strong factors inthe cases of all the litigations are in its favour. Therefore the management is of theopinion that in the case of all the litigations and claims the outcome are most likely tobe in favour of the company. Accordingly the management is of the view that the goingconcern assumption is appropriate.

ECONOMIC SCENARIO AND OUTLOOK:

Indian Economy Overview

India has emerged as the fastest growing major economy in the world as per the CentralStatistics Organisation (CSO) and International Monetary Fund (IMF). According to theEconomic Survey 2015-16 the Indian economy will continue to grow more than 7 per cent in2016-17.

The improvement in India's economic fundamentals has accelerated in the year 2015 withthe combined impact of strong government reforms RBI's inflation focus supported bybenign global commodity prices.

According to IMF World Economic Outlook Update (January 2016) Indian economy isexpected to grow at 7-7.75 per cent during FY 2016-17 despite the uncertainties in theglobal market. The Economic Survey 2015-16 had forecasted that the Indian economy willgrow by more than seven per cent for the third successive year 2016-17 and can startgrowing at eight per cent or more in next two years.

The steps taken by the government in recent times have shown positive results asIndia's gross domestic product (GDP) at factor cost at constant (2011-12) prices 2015-16is Rs 113.5 trillion (US$ 1.668 trillion) as against Rs 105.5 trillion (US$ 1.55trillion) in 2014-15 registering a growth rate of 7.6 per cent. The economic activitieswhich witnessed significant growth were finance insurance real estate and businessservices at 11.5 per cent and trade hotels transport communication services at 10.7 percent.

According to the World Bank India's per capita income is expected to cross Rs 100000(US$ 1505.4) in FY 2017 from Rs 93231 (US$ 1403.5) in FY 2016.

Selected economic indicators(%) - India 2015 2016 2017
GDP Growth 7.6 7.4 7.8
Inflation 5.0 5.4 5.8
Current Account Balance (share of GDP) -1.3 -1.6 -1.8

Source from Asian Development Bank.

Renewable Energy potential and growth in India

The renewable energy sector in India registered impressive growth in the financial year2015-16 which ended March 31st 2016.

The Ministry of New and Renewable Energy recently reported that India added 6937 MW ofgrid-connected renewable energy capacity during FY2015-16. This is one and a half timesmore than the target of 4460 MW set at the start of the financial year. Additionally 176MW of distributed renewable energy capacity was also added. Wind energy remains the mostattractive renewable energy technology in terms of capacity addition. At the end of thelast financial year grid-connected wind energy capacity in India stood at 26.7 GWrepresenting a share of 62.5% of the total grid-connected renewable energy capacityinstalled in the country.

Grid-connected solar power capacity additions were more than twice the target. Againstthe target capacity addition of 1.4 GW just over 3 GW of grid-connected solar powercapacity was added in India. This was the largest solar power capacity addition in afinancial year. The high capacity addition was the result of slew of solar power auctionsat the central and state government levels.

The total power generation capacity installed in India on 31 March 2016 was 298 GW ofwhich renewable energy projects represent just over 14% at 43 GW capacity.

POWER SALE

The company has sold all the power generated & evacuated to the grid to its captiveclients as per the contractual terms.

REPOWERING

The company's investment in repowering & retrofitting of old WEGs have startedyielding better generation during the year and the units have been sold as per the plan.The company plans to complete Repowering project in Karnataka & TN during FY 2016-17.

The company is also pursuing its efforts to convince EXIM bank to release balance USD12 Mn. loan to enable it to complete remaining about 12 (MW) projects out of the total 24(MW) capacity expansion project. The company is also evaluating adding 25 (MW) solar powerprojects for improving profitability by utilising the eligible borrowing capacity on networth of the company.

OPERATIONAL IMPROVEMENTS

During 2015-16 the company has successfully completed the acquisition of 4.2 (MW) windfarm capacity along with other efficiency improvement projects.

Your company is hopeful of better grid availability & wind during the FY 2016-17especially in Tamil Nadu. Your company owns about 50 (MW) of wind farm capacity.

1.92 MW of WEGs in Hanumsagar Karnataka is expected to be put back in operation asall the approvals from the state government departments have been obtained. During thecurrent year revenue increase of about Rs. 51 Lakhs per year is expected from thisproject.

FUTURE PLANS

1. 25 MW of Solar project is in the pipeline stage.

2. The Company is continuing to improve the WEGs performance and operational efficiencythereby ensuring above 90% machine availability.

3. The Company has put in place an effective automation programme to reduce manuallabour and associated costs thereby ensuring better operational control.

4. The company along with the Indian Wind Power Association has taken up the issue ofensuring full power evacuation during the current wind season to avoid loss of generationdue to grid back down through forecasting mechanism through a Joint Task force to monitorscheduling of Wind Power through the REMC (Renewable Energy Management Centre)initiative.

5. The company is pursuing legal measures to recover the delayed charges from TANGEDCOand BESCOM and shortfall performance dues from Suzlon and other recovery dues fromWescare Wipro. Any favorable judgment will help company to recover huge amounts blockedin legal disputes for investing in expansion projects for revenue & profitabilitygrowth

RISKS AND CONCERNS

1. The continued high interest rates and exchange fluctuation is a dampener for lookingat new projects due to viability concerns.

2. Price of CERs has drastically reduced and the existing unsold CERs (Carbon EmissionReduction) units will not result in meaningful revenue due to cost involved in renewalprocess.

3. Upgradation of transmission network& Green Power corridor work is under slowprogress from the Government's side.

4. Delay in obtaining clearances/approvals

5. Non- compliance of mandatory regulatory orders to enforce RPO (Renewable PowerObligation) mechanism.

OPPORTUNITIES AND THREATS

Core Expertise: Wide expertise in the operations of wind farms from Pre Concept to PostCommissioning. Experienced employees with willing to do attitude with Proven Track recordand Technical Expertise.

Multiple projects capability: Wind assets are located across some of the best sites ofthe country thereby enabling it to generate higher output. Our wind assets comprise ofwind turbines of varied size and specification which are operated and maintained by ourwell trained technical teams across locations

Regulatory Support: The renewable sector has been primarily driven by supportivegovernment policies be it in the form of tax incentives capital subsidiesfeed-in-tariffs viability gap funding or renewable energy certificates. Must run statusfor Wind Energy has to be implemented in the draft National Renewable Energy Act 2015 forwhich we are pitching in through various forums to influence the Government action.

Growing Population of obsolete technology and ageing WEGs in high wind areas areincreasing the cost per KWH of generation and thus making it unviable to operate afavourable Repowering policy sorting out the grey areas will ensure phasing out of oldmachines to bring in new & upgraded machines on a large scale to meet the Governmentsambitious target of 60 GW wind power by 2022.

Large Untapped Potential: The widening gap between demand and supply at present isexpected to continue in the future given the growing demand of power by industries andrising population coupled with the continued shortage situation. The demand visibilitymakes the business extremely lucrative in the medium as well as long term.

Increasing Competition: Rising popularity and greater familiarity with benefitsassociated with the sector may encourage others into entering the sector thereby resultingin increased competition which will have an impact on company's revenue.

Higher Finance Cost: The industry is faced with higher borrowing cost in absence of anysupport from the Government. Delay in obtaining the requisite approvals leads to costoverruns thereby impacting the financial viability of the project.

Vulnerability to Delays: Given the nature of the business any lag or the delay onaccount of environmental factors like forest clearances can result in cost escalationthereby affecting the viability of the project.

CORPORATE SOCIAL RESPONSIBILITY (CSR) ACTIVITY

Your company has participated in providing Flood relief material to people affected inthe unprecedented Chennai floods during December 2015.

The group has provided contributions to support local festivals and cultural activitiesin the site areas to encourage local population entertainment.

NUMBER OF MEETINGS OF BOARD

Indowind Energy Limited held 5 Board Meetings during the year ended 31st March 2016.These were on 27th May 2015 13th June 2015 (Adjourned Meeting) 5th August 2015 13thNovember 2015 and 12th February 2016.

DIRECTORS

Mr. Bala V. Kutti is retiring in the forth coming 21st AGM of the company and beingeligible offers himself for re-appointment. Your company has received notices from amember proposing Dr. K.R. Shyamsundar as Independent Directors for the period of fiveyears and the information regarding their reappointment and appointment are provided inthe notice convening the 21st AGM of the company.

STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS UNDER SECTION 149 (6) OF CA2013

The Company has obtained declarations from the Independent Directors that they meet thecriteria of Independence as provided in section 149 (6) of the Companies Act 2013.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134 (3) (c) and 134 (5) of the Companies Act 2013 the Board ofDirectors hereby state that;

1. In the presentation of the Annual accounts applicable standards have been followedand there are no material departures.

2. The Directors have selected such accounting policies and apply them consistently andmade judgments and estimates that are reasonable and prudent so as to give a true and fairview of the state of affairs of the Company as at 31st March 2016 and profit for theCompany for the year ended 31st March 2016.

3. The Directors have taken proper and sufficient care in the maintenance of adequateaccounting records in accordance with the provisions of the Act for safe guarding theassets of the Company and for preventing and detecting fraud and other irregularities.

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

5. The Directors in the case of listed company had laid down internal financialcontrols to be followed by the company and that such internal financial controls areadequate and were operating effectively and

6. The Directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.

POLICY FOR SELECTION AND APPOINTMENT OF DIRECTORS AND THEIR REMUNERATION

The Nomination and Remuneration (N&R) Committee has adopted a Charter which interalia deals with the manner of selection of Board of Directors and CEO & ManagingDirector and their remuneration. This policy is accordingly derived from the said charter.

1. Criteria of Selection of Non-Executive Directors

a. The Non-Executive Directors shall be of high integrity with relevant expertise andexperience so as to have a diverse Board with Directors having expertise in the fields ofmanufacturing marketing finance taxation law governance and general management.

b. In case of appointment of Independent Directors the N&R Committee shall satisfyitself with regard to the independent nature of the Directors vis-a-vis the Company so asto enable the Board to discharge its function and duties effectively.

c. The N&R Committee shall ensure that the candidate identified for appointment asa Director is not disqualified for appointment under Section 164 of the Companies Act2013.

d. The N&R Committee shall consider the following attributes/criteria whilstrecommending to the Board the candidature for appointment as Director:

i. Qualification expertise and experience of the Directors in their respective fields.

ii. Personal Professional or business standing:

iii. Diversity of the Board.

e. In case of re-appointment of Non-Executive Directors the Board shall take intoconsideration the performance evaluation of the Director and his engagement level.

2. Remuneration :

The Non-Executive Directors shall be entitled to receive remuneration by way of sittingfees reimbursement of expenses for participation in the Board/Committee meetings.

i. A Non-Executive Director shall be entitled to receive sitting fees for each meetingof the Board or Committee of the Board attended by him of such sum as may be approved bythe Board of Directors within the overall limits prescribed under the Companies Act 2013and the Companies (Appointment and Remuneration of Managerial Personnel Rules 2014).

ii. The Independent Directors of the Company shall not be entitled to participate inthe Stock Option Scheme of the Company if any introduced by the Company.

3. CEO Managing Director/Whole Time Director - Criteria for selection/appointment

For the purpose of selection of the CEO Managing Director/Whole Time Director theN&R Committee shall identify persons of integrity who possess relevant expertiseexperience and leadership qualities required for the position and shall take intoconsideration recommendation if any received from any member of the Board.

The Committee will also ensure that the incumbent fulfills such other criteria withregard to age and other qualifications as laid down under the Companies Act 2013 or otherapplicable laws.

4. Remuneration for the CEO Managing Director/Whole Time Director

i. At the time of appointment or re-appointment the CEO Managing Director/Whole TimeDirector shall be paid such remuneration as may be mutually agreed between the Company(which includes the N&R Committee and the Board of Directors) and the CEO ManagingDirector/Whole Time Director within the overall limits prescribed under the CompaniesAct 2013.

ii. The remuneration shall be subject to the approval of the Members of the Company inGeneral Meeting.

iii. The remuneration of the CEO Managing Director/Whole Time Director componentcomprises salary allowances perquisites amenities and retiral benefits.

5. Remuneration Policy for the Senior Management Employees

1. In determining the remuneration of the Senior Management Employees (i.e. KMPs andExecutive Committee Members) the N&R Committee shall ensure/consider the following:

i. The relationship of remuneration and performance benchmark is clear;

ii. The remuneration component comprising salaries perquisites and retirementbenefits;

iii. The remuneration including annual increment is decided based on the criticality ofthe roles and responsibilities the Company's performance vis-a-vis the annual budgetachievement.

iv. N&R Committee will carry out the individual performance review based on thestandard appraisal matrix and shall take into account the appraisal score card and otherfactors whilst recommending the annual increment.

The remuneration is provided to all as per this Remuneration Policy which is adopted bythe Company.

AUDIT COMMITTEE

A qualified and Independent Audit Committee of the Board of the company is functioning.It monitors and supervises the Management's financial reporting process with a view toensure accurate and proper disclosure transparency and quality of financial reporting.The committee reviews the financial and risk management policies and also the adequacy ofinternal control systems and holds discussions with Statutory Auditors and InternalAuditors. This is enhancing the credibility of the financial disclosures of the companyand also provides transparency.

The company continues to derive immense benefit from the deliberation of the AuditCommittee comprising of three Directors Mr. T.S. Raghavan Mr. Niranjan R. Jagtap Dr.K.R. Shyamsundar and Mr. K.S. Ravindranath who are highly experienced and having knowledgein project finance accounts and company law. Mr. T.S. Raghavan was the Chairman of theAudit Committee up to 19th September 2015 and thereafter Mr. Nirajan R. Jagtap became theChairman of Audit Committee.

The Company Secretary acts as the Secretary of the Audit Committee. The detailsregarding the number of Audit Committee meeting convened during the year under review andthe attendance details of the members are mentioned in the Corporate Governance Report.There is no incident where the Board had not accepted any recommendation of the AuditCommittee during the year under review.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013

The Company has in place an Anti-Sexual Harassment Policy in line with the requirementof the Sexual Harassment of Women at the Workplace (Prevention Prohibition &Redressal) Act 2013 internal Complaints Committee (ICC) has been set up to redresscomplaints received regarding sexual harassment. All employees (Permanent contractualtemporary trainees) are covered under this policy.

The following is summary of sexual harassment complaints received and disposed ofduring the year 2015-16.

No. of complaints received during the year: Nil No. of complaints disposed of duringthe year: Nil.

PREVENTION OF INSIDER TRADING:

The Company has adopted a Code of Conduct as per the Guidelines issued by theSecurities and Exchange Board of India for prevention of insider trading with a view toregulate trading in securities by the Directors and designated employees of the Company.The Code prohibits the purchase or sale of Company shares by the Directors and thedesignated employees while in possession of unpublished price sensitive information inrelation to the Company and during the period when the Trading Window is closed.

The Board of Directors and the designated employees have confirmed compliance with theCode.

THE RATIO OF REMUNERATION OF EACH DIRECTOR TO THE MEDIAN EMPLOYEE'S REMUNERATION OFTHE COMPANY FOR THE FINANCIAL YEAR 2015-16 ARE GIVEN BELOW:

Name of the Directors Ratio to Median Employee's Remuneration
Mr. Bala V. Kutti 0.19
Mr. Niranjan R. Jagtap 1.20
Dr. K.R. Shyamsundar 0.48
Mr. K. S. Ravindranath 14.00
Mr. T.S. Raghavan 0.72
Ms. Alice Chikkara 0.63

THE PERCENTAGE INCREASE IN REMUNERATION OF DIRECTORS KMP AND MEDIAN EMPLOYEE FOR THEFINANCIAL YEAR 2015-16

There is no increase in remuneration to the Directors KMP and median employee duringthe financial year 2015-16.

DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONNEL WHO WERE APPOINTED OR HAVE RESIGNEDDURING THE YEAR

Mr. T.S. Raghavan Independent Director of the company resigned with effect from 19thSeptember 2015 and Dr. K.R. Shyamsundar was appointed as additional Director of theCompany with effect from 13th November 2015 and there is no appointment or resignation ofKMP of the Company during the year under review.

PARTICULARS OF LOANS GUARANTEE OR INVESTMENTS

The Loan was provided to Indus Finance Ltd and its outstanding as on 31.3.2016 is Rs.26353357/- No Guarantee is outstanding as on 31.3.2016 nor provided by the Companyduring the year under review. With respect to investments details are provided under noteNo. 11 of notes on accounts under non-current investments.

BUSINESS RISK MANAGEMENT

The Company has developed a Risk Management Policy by identifying the elements of riskwhich are mentioned below. The risk management approach at various levels incliningdocumentation and reporting seeks to create transparency minimize adverse impact on thebusiness objectives and enhance the company's competitive advantage.

Project Risks

It is high capital intensive in nature and therefore could be exposed to time and costoverruns. To mitigate these risks the project management team and the project accountingand governance frame work has been further strengthened.

Competition risks

The industry is becoming intensely competitive with the foray of new entrants .Tomitigate this risk the Company is leveraging on its expertise experience and its createdcapacities to increase market share enhance brand visibility. It would also leverage itsinfrastructure and commercial team to offer value to its customers.

Occupational Health and Safety Risks

Safety of the employees and workers is of utmost importance to the company. Toreinforce the safety culture in the company it has identified Occupational Health&Safety as one of its focus areas. Various training programs have been conducted andOH&S Competencies are integrated into job descriptions of all Top Management andSafety Professionals.

BOARD EVALUATION

Pursuant to the provisions of the companies Act 2013 and Schedule V of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 the Board has carried out anannual performance evaluation of its own performance the directors individually as well asthe evaluation of the of its Audit nomination and remuneration and compliance committees.The manner in which the valuation has been carried out has been explained in the CorporateGovernance report.

DEPOSITS

During the year under review the company has not accepted any deposits from the publicwith in the ambit of section 73 of the companies Act 2013 and The companies (Acceptanceof Deposits) Rules 2014.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE HON'BLE HIGH COURTOF MADRAS

In respect of our Application filed before the Hon'ble High Court of Madras in thematter against Suzlon Infrastructure Services Ltd (Now merged with holding Company M/.sSuzlon Energy Ltd) for appointment of Arbitrator in respect of the claim against them forloss of guaranteed generation the Hon'ble High Court of Madras on 27th February 2015 hasordered appointment of Hon'ble K. Chandru Judge (Retd.) High Court of Madras as the SoleArbitrator to enter upon the reference and after issuing notice to the parties and uponhearing them pass an award as expeditiously as possible. Pursuant to this Arbitrationproceedings were completed and an award is expected at any time from the Arbitrator.

WHISTLE BLOWER POLICY

The Company has a whistle blower policy to deal with instance of fraud andmismanagement if any. The details of the policy is explained in the Corporate GovernanceReport and posted on the website of the company

FINANCIAL STATEMENTS OF THE SUBSIDIARY COMPANY

Indowind Power Pvt. Ltd (IPPL)

IPPL has substantially contributed to the turnover of your company for the year underreview. The Authorized Capital of the Company is Rs. 15000000/- comprising of 1500000equity shares of Rs. 10/- each. The issued and Paid up capital of the company comprises of1136960 equity shares of Rs. 10/- each amounting to INR.11369600 in which IndowindEnergy Ltd holds 836560 equity shares of Rs. 10/- each amounting to 73.58% of the totalpaid up capital.

Information about Indowind Power Pvt. Ltd. (Subsidiary Company) is mentioned in FormAOC-1 (Part-A). Similarly information of Revathi Commercial Pvt. Ltd (Associate Company)is mentioned in Form AOC-1 (Part-B) which are attached and Form part of this DirectorsReport in Annexure (2).

FINANCIAL HIGHLIGHTS AND PERFORMANCE

INR. In Million
PARTICULARS 2015-16 2014-15
Total Income 12.80 10.58
Total Expenses 12.74 10.48
Profit before Tax 0.06 0.10
Tax 0.02 0.03
Profit After Tax 0.04 0.07

INDUSTRIAL RELATIONS AND PARTICULARS OF EMPLOYEES

As of 31st March 2016 Your Company has 68 employees on its rolls at differentlocations including Senior Management Personnel Engineers Technicians and Trainees. Theemployees will be inducted in to permanent services of the Company after training to fillup vacancies as when arises. Your company has not issued any shares under Employees' Stockoption Scheme during the year under review.

VARIATIONS IN THE MARKET CAPITALISATION OF THE COMPANY PRICE EARNINGS RATIO AS AT THECLOSING DATE OF THE CURRENT FINANCIAL YEAR AND PREVIOUS FINANCIAL YEAR:

Particulars March 31 2016 March 31 2015 % Change
Market Capitalization (Rs.) 336530573/- 384093560/- (12.38)
Price earnings ratio 46.88 214 (36.11)

PERCENTAGE OF INCREASE OR DECREASE IN THE MARKET QUOTATION OF THE SHARES IN COMPARISONTO THE RATE AT WHICH THE COMPANY CAME OUT WITH THE LAST PUBLIC OFFER

Price of public offer Rs. 65/- Market price as on 31.03.2016 Rs. 3.75/- difference(Rs. 61.25/-) (94.23%)

THE KEY PARAMETERS FOR ANY VARIABLE COMPONENT OF REMUNERATION AVAILED BY THE DIRECTORS

None

THE RATIO OF THE REMUNERATION OF THE HIGHEST PAID DIRECTOR TO THAT OF THE EMPLOYEES WHOARE NOT DIRECTORS BUT RECEIVE REMUNERATION IN EXCESS OF THE HIGHEST PAID DIRECTOR DURINGTHE YEAR

None

LIST OF EMPLOYEES WHO ARE IN RECEIPT OF REMUNERATION MORE THAN THE STIPULATED AMOUNTMENTIONED UNDER RULE 5 (2) OF COMPANIES (APPOINTMENT AND REMUNERATION) RULES 2014

None

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.

CORPORATE GOVERNANCE

Your Company has complied with the requirements regarding Corporate Governance asrequired under SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015entered in to with the Stock exchanges where the Company's shares are listed. A Report onthe Corporate Governance in this regard is made as a part of this Annual Report and acertificate from the Auditors of Your Company regarding compliance of the conditions ofthe Corporate Governance is attached to this report.

LISTING OF EQUITY SHARES

Your Company's equity shares are continued to be listed on the Bombay Stock ExchangeLtd Mumbai and National Stock Exchange of India Ltd. Mumbai FCCBs are listed atSingapore Exchange Securities Trading Ltd. (SGXST) GDRs are listed at Luxembourg StockExchange at Luxembourg during the year under review.

AUDITORS

M/s.V.Ramaratnam& Co. retires at the conclusion of this Annual General Meeting andare eligible for reappointment.

EXTRACT OF ANNUAL RETURN

As provided in Sec 92 (3) of the Act the extract of annual return is given in Annexure(1) of this report in the format Form MGT-9 which forms part of this report.

TRANSACTIONS WITH RELATED PARTIES

Detailed information is provided with respect to the list of Related Parties under noteNo. 26.7 a of the notes on accounts and with respect to transactions with related partiesare given in detailed under note No. 26.7 b of the notes on accounts in the format FormAOC-2 which forms part of this report in Annexure (3).

SECRETARIAL AUDIT

Mr. R. Kannan PCS is the secretarial auditor of the company for the year under reviewand his report is attached in the format Form MR-3 which forms part of this report inAnnexure (4). With respect to the observation of Secretarial Auditor in his report we wishto state that the company is taking all initiatives to find the suitable CFO and willshortly comply with this requirement.

ADEQUACY OF INTERNAL CONTROL

Your Company has effective and adequate internal control systems in combination withdelegation of powers. The control system is also supported by internal audits andmanagement reviews with documented policies and procedures.

M/s. S. Vasudevan & Associates are the Internal Auditors to continuously monitorand strengthen the financial control procedures in line with the growth operations of theCompany.

PARTICULARS REQUIRED UNDER SECTION 134 OF THE COMPANIES ACT 2013 AND ITS COMPANIES(ACCOUNTS) RULES 2014

The particulars required to be given in terms of section 134 of the Companies Act 2013and its Companies (Accounts) Rules 2014 regarding conservation of Energy TechnologyAbsorption Foreign Exchange Earnings and Foreign Exchange outgo are not applicable toYour Company.

ACKNOWLEDGEMENT

The Directors wish to place on record their sincere thanks and gratitude to all itsShareholders Bankers Bond holders State Governments Central Government and itsagencies statutory bodies suppliers and customers for their continued co-operation andexcellent support extended to the Company from time to time.

Your Directors place on record their utmost appreciation for the sincere and devotedservices rendered by the employees at all levels.

For and on behalf of
BOARD OF DIRECTORS OF
INDOWIND ENERGY LIMITED
Place: Chennai - 600 034 Bala V. Kutti
Date: 26th May 2016. Chairman