Veer Energy & Infrastructure Ltd

To,

The Members

M/s. Veer Energy & Infrastructure Ltd.

Your Directors have pleasure in presenting their 31^st Annual Report of theCompany for the year ended 31st March, 2011.

FINANCIAL RESULT

DIVIDEND

Your Directors are pleased to recommend a dividend @ 6 paise on Equity Share of Rs.1/-each for the year ended 31st March, 2011, subject to approval of Members of the Company atthe ensuing Annual General Meeting OPERATIONS

The main Business of the Company is to create infrastructure development facilities forthe installation of Wind Turbine Generator. As a pioneer in this field, Your Company isvery well positioned to take advantage of ever increasing demand for the renewable energyresources. Since recession in the international market and in our country is almost over,your Directors have decided to embark upon major expansion by installing 5.1 MW plants forwhich the Company has already acquired 16 acres of land and started implementation of theproject by installing Six WTG of 225 KW at the site and one WTG of 850KW. In view of thisdevelopment, Your Directors are hopeful to achieve better results in the coming years.Your Directors are also exploring the possibilities of starting operations in the state ofTamilnadu, Maharashtra and Rajasthan. During the current year, the company hascommissioned 17MW out of 25MW in Jamnagar district by March 2011. The wind turbines of850KW were procured from Gamesa Wind turbines Ltd. Also company has added single 850KWmachine Gamesa make as its own investment.

CORPORATE GOVERNANCE

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

PERFORMANCE

The turnover of the Company for the year under review is Rs. 43.32 crores as againstRs.33.82 crores in the previous year which in the opinion of the Directors aresatisfactory as the power purchase policy by Gujarat State Government. Is favorable andencouraging to the industry, your Directors are hopeful to improve the growth rate inturnover and profitability in current year. Net Profit before tax for the year underreview is Rs 5.19 crores as against Rs. 5.51 crores in the previous year. NetProfit after tax and other provisions is higher at Rs.3.54 Crores as against Rs. 3.31crores in the previous year.

FUTURE PROSPECTS

The company has planned to come up with other 180MW project at different location inGujarat. For this project, company has signed MOU with Vibrant Gujarat for wind powergeneration.

The new strategy of the company is to establish its presence in the European market forthe 2 reasons: -

1. To bring the new technology and investors for wind energy and to expand itsbusiness.

2. Also to step forward into new renewable energy sector i.e Solar energy. For whichthe technology will be imported from Europe.

For this reasons, company has established new wholly owned subsidiary named VeerEnterprise GmbH in Stuttgart, Germany.

PUBLIC DEPOSITS

The Company has not accepted any deposits from public during the year ended on 31stMarch 2011, in terms of the provisions of Section 58 A of the Companies Act, 1956.

DIRECTORS

The Board has appointed Mr. Arvind M Shah, Mr. Prakash A Patel as the AdditionalDirectors on the Board of the Company. Mr. Ritesh P Choksi & Mr. Ravindra V Joshicease to hold the office as director. The Company has received notices for appointment ofMr. Arvind M Shah, Mr. Prakash A Patel for the office of the Director.

DIRECTORS’ RESPONSIBILITY STATEMENT

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

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

2) That the Directors have selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive true and fair view of the state of affairs of the Company at the end of the financialyear and of the Profit or Loss of the Company for that period

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

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

AUDITORS & AUDITORS’ REPORT

Mr. Jayesh R. Shah & Co., Chartered Accountants, Mumbai, retire at the conclusionof the ensuing Annual General Meeting, and being eligible, has consented to act as theStatutory Auditors of the Company, if re-appointed. You are requested to appoint theStatutory Auditors for the Financial Year 2011-2012 and fix their remuneration. Notes onAccounts referred to in the Auditors’ Report for the year are self-explanatory andtherefore does not call for any further comment thereon.

CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING & OUTGO

Foreign exchange outgo – 5, 83,547.00

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

PARTICULARS OF EMPLOYEES

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

LISTING OF THE COMPANY’S SHARES

The Equity Shares of your Company are listed at The Stock Exchange – Mumbai. TheCompany has paid annual listing fees for the financial year 2011-12.

DEMATERIALISATION

As the Members are aware, the Company’s shares are tradable compulsorily inelectronic format, your Company has established connectivity with Central DepositoryServices (India) Limited (CDSL) and National Securities Depository Limited (NSDL). In viewof enormous advantages offered by the Depository system, Members are requested to availthe facility of dematerializations of the Company’s Shares on depositories asaforesaid.

ACKNOWLEDGMENTS

Your Directors acknowledges with gratitude and wish to place on records, their sincereappreciation for the support and cooperation received by the Company from the variousGovernment authorities, bankers and Shareholders during the year.