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

1. FINANCIAL SUMMARY (Rs. in Crores)
PARTICULARS YEAR ENDED 31ST MARCH 2015 YEAR ENDED 31ST MARCH 2014
INCOME FROM SALES AND SERVICES 295.97 15.67
OTHER INCOME 3.92 2.43
TOTAL INCOME 299.89 18.09
OPERATING EXPENSES 248.25 44.11
PROFIT BEFORE DEPRECIATION, INTEREST AND TAX 51.65 (26.01)
DEPRECIATION AND AMORTIZATION EXPENSE 26.98 30.19
INTEREST 102.83 80.75
PROFIT / ( LOSS) BEFORE TAX (78.17) (136.95)
PROVISION FOR TAXATION (INCL. DEFERRED INCOME TAX) 0 0
ADD: PROFIT/( LOSS) BROUGHT FORWARD FROM PREVIOUS YEAR (600.89) (463.94)
ADD DEPRECIATION PURSUANT TO COMPANIES ACT 2013 (.46) 0
BALANCE CARRIED TO BALANCE SHEET (679.52) (600.89)

2. PERFORMANCE REVIEW

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

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

3. RESERVES AND SURPLUS (Rs. in Crores)
PARTICULARS YEAR ENDED 31ST MARCH 2015 YEAR ENDED 31ST MARCH 2014
Securities premium account 214.88 214.87
(Loss) in the Statement of Profit and Loss
At the commencement of the year (600.89) (463.94)
Add: Depreciation pursuant to companies act 2013 (.46)
Add: (loss) for the year (78.17) (136.95)
Net (loss) in the Statement of Profit and Loss (679.53) (600.89)
Total Reserves and surplus (464.65) (386.02)

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

4. DIVIDEND

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

5. STATUS OF IMPLEMENTATION OF 250 MW PROJECT

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

6. BOARD OF DIRECTORS AND ITS MEETINGS

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

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

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

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

7. DIRECTORS / KEY MANAGERIAL PERSONNEL APPOINTMENT OR RESIGNATION

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

As per Section 152 of the Companies Act 2013 , Mr Hulas Rahul Gupta Whole time Director retiring by rotation in 10th AGM being eligible has offered himself for the reappointment. Board has recommended the reappointment. During the year 2014-15 , The Board of Directors on the recommendation of the Nomination and Remuneration Committee appointed Ms Vinati Dev as additional director in the category of Independent and Non-Executive Director in the Board Meeting held on 12th Aug 2014 . Board in its meeting held on 12th Aug 2014 appointed Mr. Anand Kumar Agarwal as Chief Finance Officer w.e.f. 1st July 2014 for a period of five years. Shareholders in the Annual General Meeting held on 30th Sep 2014 appointed Mr Vidyut M Vora , Ms Vinati Dev and Mr Gautam Singh Kuthari as Independent Non-Executive Directors for the period of five years. .

8. EXTRACT OF THE ANNUAL RETURN

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

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

All the related party transactions that were entered during the financial year were in the ordinary course of business and were on arm’s length basis . All the related party transactions , wherever applicable , are placed before the Audit Committee. The Quarterly disclosures of the transactions with the related party are made to the Audit Committee. The policy on Materiality of Related Party Transactions as approved by the Board is uploaded on the website www.indosolar.co.in .

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

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

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

11. AUDIT COMMITTEE

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

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

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

12. CORPORATE SOCIAL RESPONSIBILITY ( CSR)

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

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

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

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

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

14. PERFORMANCE EVALUATION OF BOARD , COMMITTEES & INDIVIDUAL DIRECTORS

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

15. CHANGES IN CAPITAL STRUCTURE

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

16. RISK MANAGEMENT

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

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

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

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

(iii) Threat from new entrants in the Market.

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

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

17. INTERNAL FINANCIAL CONTROLS AND ITS ADEQUACY

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

18. VIGIL MECHANISM

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

19. STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS

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

S.No. Name DIN
1 Mr Gautam Singh Kuthari 00945195
2 Mr Vidyut Manubhai Vora 06810035
3 Ms Vinati Dev 06922256

20. AUDITORS

STATUTORY AUDITORS

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

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

COST AUDITOR

In terms of Section 148 of the Companies Act , 2013 read with Companies ( Cost Records and Audit ) Rules , 2014, the Company is required to maintain cost accounting records and get them audited for the Financial Year 2015-16. The Board has appointed M/s Kabra & Associates Cost Accountants as the Cost Auditors for the Company for the Financial Year 2015-16 for the fees of Rs. 50000/- ( Rupees Fifty Thousand Only) plus applicable taxes and out of pocket expenses subject to the ratification of the said fees by the Shareholders at the ensuing AGM.

SECRETARIAL AUDITOR

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

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

21. STATUTORY AUDITORS’ REPORT

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

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

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

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

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

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

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

22. DEPOSITS

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

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

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

24. DIRECTORS’ RESPONSIBILITY STATEMENT

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

i. in preparation of the accounts for financial year ended 31st March, 2015, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii. the appropriate accounting policies have been selected and applied consistently and have made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March 2015 and of the loss of the Company for the year ended 31st March 2015;

iii. proper and sufficient care has been taken for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

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

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

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

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

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

Name of Director Designation Ratio to Median Remuneration
Mr Bhushan Kumar Gupta Executive Chairman & Whole time Director 46:1
Mr Hulas Rahul Gupta Managing Director 46:1
Mr Gautam Singh Kuthari Non-Executive Independent Director 0
Mr Vidyut Manubhai Vora Non-Executive Independent Director 0
Ms Vinati Dev Non-Executive Independent Director 0

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

Name of Person Designation % Increase in remuneration
Mr Bhushan Kumar Gupta Executive Chairman & Whole time Director 150%
Mr Hulas Rahul Gupta Managing Director 150%
Mr Gautam Singh Kuthari Non-Executive Independent Director 0
Mr Vidyut Manubhai Vora Non-Executive Independent Director 0
Ms Vinati Dev Non-Executive Independent Director 0
Mr Anand Kumar Agarwal CFO 0

 

(b) The percentage increase in the median remuneration of employees in the financial year 17%.
(c) The number of permanent employees on the rolls of company as on 31st March 2015: 282

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

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

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

Particulars Rs./lac
Remuneration of Key Managerial Personnel (KMP) during financial year 2014-15 (aggregated) 201.84
Revenue from operations 29597.55
Remuneration (as % of revenue) 0.68%
Profit before tax (PBT) -7817.01
Remuneration (as % of PBT) N.A.as PBT is negative

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

Particulars Unit As at 31st Mar 15 As at 31st Mar 14 Variation (%)
Closing Rate of Share at NSE Rs. 14.90 1.86 701%
EPS (Consolidated) Rs. -2.26 -4.09 44%
Market Capitalization Rs./lacs 53361.37 6233.68 756%
Price Earnings ratio Ratio N.A. as EPS is -ive N.A. as EPS is -ive

(g) average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration The average increase in salaries of employees other than managerial personnel in 2014-15 was 12.66%. Percentage increase in the managerial remuneration for the year was 150%. The Managerial Remuneration to Managing Director and Chairman is as per the Companies Act Provisions and subject to Central Government Permission.

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

Particulars Chief Executive Officer Chief Financial Officer Company Secretary
Rs./lac Rs./lac Rs./lac
FY 15 Remuneration 73.92 54 N.A. as there was no CS during the Period
Revenue 29597.55 29597.55
Remuneration (as % of revenue) 0.25% 0.18%
Profits before tax (PBT) -7817.01 -7817.01
Remuneration (as % of PBT) N.A.as PBT is-ive N.A.as PBT is-ive

(i) the key parameters for any variable component of remuneration availed by the directors; There is no variable components approved for the payment to any director.

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

Not applicable.

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

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

B- Information as per Rule 5(2) of Chapter XIII of the Companies ( Appointment and Remuneration of Managerial Personnel ) Rules, 2014 : During the year following employees received salary in excess of Rs. 60 lacs p.a. or employed for the part of year with Average Salary above Rs. 5 Lacs

S.No. Designation Age Qualification Experience Date of Commencement of Employment Gross Salary per Year (in lacs) Previous Employment Nature of Employment % of Equity Shares held
Chairman and Whole time Director 80 BA 50 year 15th Jan 2008 73.92 Phoenix lamps Limited Full time Employee 15.78%
Managing Director 56 BBA 30 years 15th Jan 2008 73.92 Phoenix lamps Limited Full Time Employee 22.45%
Chief Finance Officer 66 B.Com 40 year 1st July 2008 54 lac Phoenix lamps Limited Full Time Employee .09%

26. BUSINESS RESPONSIBILITY STATEMENT

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

27. MATERIAL AND SIGNIFICANT ORDERS PASSED BY REGULATORS & COURTS

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

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

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

28. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

a. Industry Structure and Developments

During the year under review , the demand across the globe has slowed down but the supply of SPV Cells has increased resulting in price war. The higher efficiency focus is expected to bring in results soon but it is not expected that it will bring any price increase. Most of the existing players in the PV cell manufacturing segment expanded their capacities. Also several new players entered the global PV cell manufacturing segment. It is clear that the market is looking at higher efficiency & reliability at lower cost.

The worldwide installations of solar power plants in 2015-16 is expected to be similar to that of 2014-15. Hence the module prices will not see an upsurge in near future; unless demand is created from unexpected quarters. It is expected that the prices will remain at the same level in the coming year as well. This is a Challenging period of consolidation. Few companies may find it difficult to survive and this may lead to dumping of modules at much lower prices; leading to price war and pressure on margins. The financial and technologically well equipped companies will survive .

A number of federal policies are being proposed to spur domestic demand for solar PV products have expired or reached their funding limits. More clarity is expected on domestic content, quality of domestic content w.r.t global content, Feed-in-Tariffs, benefit for investors, etc.

b. Opportunities and Threats Opportunities

a) Our strong brand positioning and state of the art manufacturing capabilities help us to leverage our position in domestic market in view of the mandatory use of domestic content under Jawaharlal Nehru National Solar Mission (JNNSM).

b) MNRE under the JNNSM has targeted a domestic manufacturing capacity of 10,000 MW by 2017. Appx. 3000 MW of Solar Power in expected to be installed in next 12 Months.

c) About 20 to 30 GW of solar installations are expected in the commercial parity space in the next 4 to 5years.

d) Apart from JNNSM policy, other State Governments are running equal policies for installation of solar power projects which will also generate huge demand of solar cells in India.

Threats

a) Solar module prices fell by about 80% (USD 3/watt to USD 0.3 watt) during 2014-2015.

b) Big players in India who may have a capability to install GW projects.

c) Non-utilization of our available manufacturing capacity.

d) Non-availability of full or part of any financial incentives which we have applied for.

e) Delays and cost overruns in expansion of our manufacturing facilities as a result of factors beyond our control.

f) The solar market is growing and competition is resulting decline in market share and margins.

g) 60% of raw material cost is silicon wafer and its manufacturing is dominated by large / limited players.

h) Continued dumping of PV Cells at cheap prices.

c. Future Outlook

According to International Monetary Fund (IMF), India is set to become the world’s fastest growing economy by 2016 ahead of China . India will be an attractive destination for the Global Investments in the coming years. Under The domestic solar market is slated to explode with projects scheduled to be implemented under Jawaharlal Nehru National Solar Mission (JNNSM) and State Solar Mission. The overall domestic market is estimated to swell to the level of 20-30 GW by 2020. Indosolar, with the proposed up-gradation, the Company would move into top tier of the market segment, which not only provides insulation from the Chinese competition but also augments the pricing premiums.

Solar power in India at current levels is already cheaper than electricity generated through diesel. Support from various state Governments for solar power industry is continuously increasing. Indian manufacturers of solar equipment are seeking anti-dumping duty on imports on the grounds that local industry is bleeding because of "ridiculously low" price of foreign equipment. Use of domestically manufactured ‘cells and modules’ has been made mandatory for all projects in the second batch of JNNSM under grid connected applications.

d. Risks and Concerns

Due to industry downturn and resultant fall in demand, the capacities of the Company are underutilized. The plant remained closed during the year due to considerable fall in selling prices. Despite low capacity utilization and production, the Company has to incur fixed costs.

The Company has implemented a Risk Management Policy to have a systematic process to assist in the identification , assessment , treatment and monitoring of risks .which provides effective tools to manage the identified risks.

e. Internal Control Systems and its Adequacy

The Company has a proper and adequate system of internal controls commensurate with its size to ensure that all assets are safeguarded and protected against loss from unauthorized use or disposition and the transactions are authorized, recorded and reported correctly.

The internal control system is designed to ensure that all financial and other records are reliable for preparing financial statements and other data and for maintaining accountability of assets.

f. Financial Performance viz-a-viz Operational Performance

During the year under review, the Company’s Net Sales were Rs. 291.93 Crores as against Rs. 15.39 Crores last year. EBITDA was Rs. 51.65 Crores as against Rs. (-) 26.01 Crores last year. The Company produced photovoltaic solar cells of 98.35 MWp as against 0.616 MWp last year.

g. Human Resource

The Company has adequate Human Resources which commensurate with the current volume of activity and is reviewed by the Management periodically and company would induct competent persons on increase / expansion of the activity.

h. Cautionary Statement

Statements in Management Discussion and Analysis describing the Company’s objectives, projections, estimates, expectations may be "forward looking statements’ within the meaning of applicable securities laws and regulations. Actual result could differ materially

29. CORPORATE GOVERNANCE REPORT

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

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

30. LISTING OF SHARES

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

31. APPRECIATION

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

32. PREVENTION OF SEXUAL HARASSMENT

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

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

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

Number of Complaints received Nil
Number of Complaints disposed off Nil

33. ACKNOWLEDGEMENTS

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

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

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

On behalf of the Board of Directors
For INDOSOLAR LIMITED
GAUTAM SINGH KUTHARI H.R. GUPTA
Place : Greater Noida (Director) (MANAGING DIRECTOR)
Date : 21.08.2015 DIN: 00945195 DIN: 00297722

ANNEXURE – III

NOMINATION AND REMUNERATION POLICY

In order to align with the provisions of the Companies Act, 2013 and rules made there under and the Listing Agreement, amended from time to time, the Board of Directors of Indosolar Limited ("the Company") re-constituted the "Nomination and Remuneration Committee" at the meeting held on 12th August 2014 with immediate effect.

The Nomination and Remuneration Policy of the Company is designed to attract, motivate, improve productivity and retain manpower by creating a congenial work environment, encouraging initiatives, personal growth, team work and inculcating a sense of belongingness and involvement, besides offering appropriate remuneration packages and superannuation benefits.

1. OBJECTIVE

The Nomination and Remuneration Committee and this Policy shall be in compliance with Section 178 of the Companies Act, 2013 read along with the applicable rules thereto and Clause 49 of the Listing Agreement. The Key Objectives of the Committee would be:

1.1. To make recommendations to the Board in relation to appointment and removal of Directors, Key Managerial Personnel and Senior Management.

1.2. To evaluate the performance of the members of the Board and provide necessary report to the Board for further evaluation of the Board.

1.3. To recommend to the Board on Remuneration payable to the Directors, Key Managerial Personnel and Senior Management.

1.4. To provide to Key Managerial Personnel and Senior Management reward linked directly to their effort, performance, dedication and achievement relating to the Company’s operations.

1.5. To retain, motivate and promote talent and to ensure long term sustainability of talented managerial persons and create competitive advantage.

1.6. To devise a policy on Board diversity.

2. DEFINITIONS

2.1. Act means the Companies Act, 2013 and Rules framed there under, as amended from time to time.

2.2. Board means Board of Directors of the Company.

2.3. Company means Indosolar Limited.

2.4. Directors means Directors appointed to the Board of the Company.

2.5. Independent Director means a director referred to in Section 149 (6) of the Companies Act, 2013

2.6. Key Managerial Personnel means Chief Executive Office or Managing Director or Manager, Whole Time Director, Chief Financial Officer, Company Secretary and such other officer as may be prescribed.

2.7. Nomination and Remuneration Committee or Committee shall mean a Committee of Board of Directors of the Company, constituted in accordance with the provisions of Section 178 of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

2.8. Policy means Nomination and Remuneration Policy.

2.9. Remuneration means any money or its equivalent given or passed to any person for services rendered by him and includes perquisites as defined under the Income-tax Act, 1961.

2.10. Senior Management shall mean personnel of the Company who are members of its core management team excluding the Board, i.e. all members of the management one level below the Executive Directors, including all functional heads .

3. ROLE OF COMMITTEE

3.1. Matters to be dealt with, perused and recommended to the Board by the Nomination and Remuneration Committee

The Committee shall:

3.1.1. Formulate the criteria for determining qualifications, positive attributes and independence of a director.

3.1.2. Identify persons who are qualified to become Director and persons who may Managerial Personnel and Senior Management positions criteria laid down in this policy. be appointed in Key in accordance with the

3.1.3. Recommend to the Board, appointment and removal of Director, KMP and Personnel. Senior Management

3.2. Policy for appointment and removal of Director, KMP and Senior Management

3.2.1. Appointment criteria and qualifications

a) The Committee shall identify and ascertain the integrity, qualification, expertise and experience of the person for appointment as Director, KMP or at Senior Management level and recommend to the Board his / her appointment.

b) A person should possess adequate qualification, expertise and experience for the position he / she is considered for appointment. The Committee has discretion to decide whether qualification, expertise and experience possessed by a person is sufficient / satisfactory for the concerned position.

c) The Company shall not appoint or continue the employment of any person as Whole-time Director who has attained the age of seventy years. Provided that the term of the person holding this position may be extended beyond the age of seventy years with the approval of shareholders by passing a special resolution based on the explanatory statement annexed to the notice for such motion indicating the justification for extension of appointment beyond seventy years.

3.2.2. Term / Tenure

a) Managing Director/Whole-time Director:

The Company shall appoint or re-appoint any person as its Executive Chairman, Managing Director or Executive Director for a term not exceeding five years at a time. No re-appointment shall be made earlier than one year before the expiry of term.

b) Independent Director:

An Independent Director shall hold office for a term up to five consecutive years on the Board of the Company and will be eligible for re-appointment on passing of a special resolution by the Company and disclosure of such appointment in the Boards report.

No Independent Director shall hold office for more than two consecutive terms, but such Independent Director shall be eligible for appointment after expiry of three years of ceasing to become an Independent Director. Provided that an Independent Director shall not, during the said period of three years, be appointed in or be associated with the Company in any other capacity, either directly or indirectly.

At the time of appointment of Independent Director it should be ensured that number of Boards on which such Independent Director serves is restricted to seven listed companies as an Independent Director and three listed companies as an Independent Director in case such person is serving as a Whole-time Director of a listed company or such other number as may be prescribed under the Act.

3.2.3. Evaluation

The Committee shall carry out evaluation of performance of every Director, KMP and Senior Management Personnel at regular interval (yearly).

The Criteria for evaluating the performance of persons belonging to each of the categories namely, Directors, KMP and Senior Management are listed below:

Chairman

• Leadership abilities

• Sterwardship the Board and Shareholders meetings

• Ensuring dissemination of timely, regular and adequate material information to the Board and the Shareholders etc

Managing Director/Whole Time Director

• Leadership abilities

• Contribution to define Corporate objectives Achievements vis--vis Corporate Objectives

• Overall operationl and financial performance of the company etc.

Independent Director/Other Non Executive Directors

• Contribution towards enhancing Board’s Competency

• Leadership abilities

• Contribution towards mitigation of significant risks and strengthening internal control sytems etc

Key Managerial Personnel/Senior Mangement

• Professional Knowledge acumen.

• Ability to lead this team.

• Contribution towards mitigation of significant risks and strengthening internal control sytems etc.

• Cost Consciousness.

• Personal Integrity, honesty and probity.

• Timely regular and adequate submission of material information to the Managing Director and/or the Board.

• Ability to handle conflicting situations and conflict management.

Evaluation of Chairperson shall be done by the Independent Directors exclusively in their separate meeting taking into account the views of executive directors and non-executive directors, based on the relevant parameters detailed above.

Evaluation of the aforesaid parameters will be conducted by the Independent Directors for Managing/Whole-time Director and each of the Non-independent Directors in a separate meeting of the Independent Directors The Board will evaluate each of the Independent Directors on the aforesaid parameters. However, the Independent Director having being evaluated at a given time shall not participate in the discussions at the relevant time.

Evaluation of the Board

The Independent Directors shall evaluate the functioning of the Board annually in their separate meeting. The parameters for evaluating the Board shall be as under:

• Could the Board lay down the Corporate objectives clearly and effectively?

• Could the Board provide a distinct direction for growth foreseeing the future trends in the industry?

• Could the Board Visualize significant risks and future challenges?

• Could the Board ensure achievement of annual targets and projected financial results/performance?

• Could the Board provide fresh impetus for accelerated growth?

• Could the Board plan strategically for sustained growth of the Company?

• Could the Board ensure diversity?

• Could the Board ensure compliance with Corporate Governance, Company’s Policies and Code of Conduct at all levels?

3.2.4. Removal

Due to reasons for any disqualification mentioned in the Act or under any other applicable Act, rules and regulations there under, the Committee may recommend, to the Board with reasons recorded in writing, removal of a Director, KMP or Senior Management Personnel subject to the provisions and compliance of the said Act, rules and regulations.

3.2.5. Retirement

The Director, KMP and Senior Management Personnel shall retire as per the applicable provisions of the Act and the prevailing policy of the Company. The Board will have the discretion to retain the Director, KMP, Senior Management Personnel in the same position/ remuneration or otherwise even after attaining the retirement age, for the benefit of the Company.

3.3. Policy relating to the Remuneration for the Whole-time Director, KMP and Senior Management Personnel

3.3.1. General:

a) The remuneration / compensation / commission etc. to the Whole-time Director, KMP and Senior Management Personnel will be determined by the Committee and recommended to the Board for approval. The remuneration / compensation / commission etc. shall be subject to the prior/post approval of the shareholders of the Company and Central Government, wherever required.

b) The remuneration and commission to be paid to the Whole-time Director shall be in accordance with the percentage / slabs / conditions laid down in the Articles of Association of the Company and as per the provisions of the Act.

c) Increments to the existing remuneration / compensation structure may be recommended by the Committee to the Board which should be within the slabs approved by the Shareholders in the case of Whole-time Director.

d) Where any insurance is taken by the Company on behalf of its Whole-time Director, Chief Executive Officer, Chief Financial Officer, the Company Secretary and any other employees for indemnifying them against any liability, the premium paid on such insurance shall not be treated as part of the remuneration payable to any such personnel.

Provided that if such person is proved to be guilty, the premium paid on such insurance shall be treated as part of the remuneration.

3.3.2. Remuneration to Whole-time / Executive / Managing Director, KMP and Senior Management Personnel:

a) Fixed pay:

The Whole-time Director/ KMP and Senior Management Personnel shall be eligible for a monthly remuneration as may be approved by the Board on the recommendation of the Committee. The break-up of the pay scale and quantum of perquisites including, employer’s contribution to PF, pension scheme, medical expenses, club fees etc. shall be decided and approved by the Board/ the Person authorized by the Board on the recommendation of the Committee and approved by the shareholders and Central Government, wherever required.

b) Minimum Remuneration:

If, in any financial year, the Company has no profits or its profits are inadequate, the Company shall pay remuneration to its Whole-time Director in accordance with the provisions of Schedule V of the Act and if it is not able to comply with such provisions, with the previous approval of the Central Government.

c) Provisions for excess remuneration:

If any Whole-time Director draws or receives, directly or indirectly by way of remuneration any such sums in excess of the limits prescribed under the Act or without the prior sanction of the Central Government, where required, he / she shall refund such sums to the Company and until such sum is refunded, hold it in trust for the Company. The Company shall not waive recovery of such sum refundable to it unless permitted by the Central Government.

3.3.3. Remuneration to Non- Executive / Independent Director:

a) Remuneration / Commission:

The remuneration / commission shall be fixed as per the slabs and conditions mentioned in the Articles of Association of the Company and the Act.

b) Sitting Fees:

The Non-Executive / Independent Director may receive remuneration by way of fees for attending meetings of Board or Committee thereof. Provided that the amount of such fees shall not exceed Rupees One Lac per meeting of the Board or Committee or such amount as may be prescribed by the Central Government from time to time.

c) Commission:

Commission may be paid within the monetary limit approved by shareholders, subject to the limit not exceeding 1% of the profits of the Company computed as per the applicable provisions of the Act.

d) Stock Options:

An Independent Director shall not be entitled to any stock option of the Company.

CONSTITUTION OF COMMITTEE

4. MEMBERSHIP

4.1 The Committee shall consist of a minimum 3 non-executive directors, majority of them being independent.

4.2 Minimum two (2) members shall constitute a quorum for the Committee meeting.

4.3 Membership of the Committee shall be disclosed in the Annual Report.

4.4 Term of the Committee shall be continued unless terminated by the Board of Directors.

5. CHAIRPERSON

5.1 Chairperson of the Committee shall be an Independent Director.

5.2 Chairperson of the Company may be appointed as a member of the Committee but shall not be a Chairman of the Committee.

5.3 In the absence of the Chairperson, the members of the Committee present at the meeting shall choose one amongst them to act as Chairperson.

5.4 Chairman of the Nomination and Remuneration Committee meeting could be present at the Annual General Meeting or may nominate some other member to answer the shareholders’ queries.

6. FREQUENCY OF MEETINGS

The meeting of the Committee shall be held at such regular intervals as may be required.

MINUTES OF COMMITTEE MEETING

Proceedings of all meetings must be minuted and signed by the Chairman of the Committee at the subsequent meeting. Minutes of the Committee meetings will be tabled at the subsequent Board and Committee meeting.

VOTING

Matters arising for determination at Committee meetings shall be decided by a majority of votes of Members present and voting and any such decision shall for all purposes be deemed a decision of the Committee.

In the case of equality of votes, the Chairman of the meeting will have a casting vote.

7. COMMITTEE MEMBERS’ INTERESTS

7.1 A member of the Committee is not entitled to be present when his or her own remuneration is discussed at a meeting or when his or her performance is being evaluated.

7.2 The Committee may invite such executives, as it considers appropriate, to be present at the meetings of the Committee.

8. SECRETARY

The Company Secretary of the Company shall act as Secretary of the Committee.

9. APPLICABILITY

1. Directors (Executive and Non Executive);

2. Key Managerial Personnel;

3. Senior Management Personnel; and

4. Other Employees as may be identified by the Committees from time to time.

Any departure from the policy can be undertaken with the approval of the Board of Directors.

10. NOMINATION DUTIES

The duties of the Committee in relation to nomination matters include:

10.1 Ensuring that there is an appropriate induction in place for new Directors and members of Senior Management and reviewing its effectiveness;

10.2 Ensuring that on appointment to the Board, Non-Executive Directors receive a formal letter of appointment in accordance with the Guidelines provided under the Act;

10.3 Identifying and recommending Directors who are to be put forward for retirement by rotation.

10.4 Determining the appropriate size, diversity and composition of the Board;

10.5 Setting a formal and transparent procedure for selecting new Directors for appointment to the Board;

10.6 Developing a succession plan for the Board and Senior Management and regularly reviewing the plan;

10.7 Evaluating the performance of the Board members and Senior Management in the context of the Company’s performance from business and compliance perspective;

10.8 Making recommendations to the Board concerning any matters relating to the continuation in office of any Director at any time including the suspension or termination of service of an Executive Director as an employee of the Company subject to the provision of the law and their service contract.

10.9 Delegating any of its powers to one or more of its members or the Secretary of the Committee;

10.10 Recommend any necessary changes to the Board; and

10.11 Considering any other matters, as may be requested by the Board.

11. REMUNERATION DUTIES

The duties of the Committee in relation to remuneration matters include:

11.1 To consider and determine the Remuneration Policy, based on the performance and also bearing in mind that the remuneration is reasonable and sufficient to attract, retain and motivate members of the Board and such other factors as the Committee shall deem appropriate.

11.2 To approve the remuneration of the Senior Management including key managerial personnel of the Company maintaining a balance between fixed and incentive pay reflecting short and long term performance objectives appropriate to the working of the Company.

11.3 To delegate any of its powers to one or more of its members or the Secretary of the Committee. 11.4 To consider any other matters as may be requested by the Board.

11.5 Professional indemnity and liability insurance for Directors and senior management.

12. REVIEW AND AMENDMENT

1. The Committee or the Board may review the Policy as and when it deems necessary.

2. The NRC may issue the guidelines, procedures, formats, reporting mechanism and manual in supplement and better implementation to this Policy, if it thinks necessary.

3. This Policy may be amended or substituted by the Board as and when required.

4. This Policy shall be hosted on the Company’s website.

5. The right to interpret this Policy vests in the Board of Directors of the Company.

13. DISCLOSURES

Appropriate disclosures shall be made in the Board’s Report of the Company.

14. DEVIATIONS FROM THE POLICY

Deviations on elements of this policy in extraordinary circumstances, when deemed necessary in the interests of the Company, will be made if there are specific reasons to do so in an individual case.

On behalf of the Board of Directors
For INDOSOLAR LIMITED
Place : Greater Noida GAUTAM SINGH KUTHARI H.R. GUPTA
Date : 21.08.2015 (Director) (MANAGING DIRECTOR)
DIN: 00945195 DIN: 00297722

ANNEXURE – IV

SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED MARCH 31, 2015

The Members, Indosolar Limited

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

Based on our verification of the Company’s books, papers, minute books, forms and returns filed and other records maintained by the company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, We hereby report that in our opinion, the company has, during the audit period covering the financial year ended on March 31, 2015 complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter: We have examined the books, papers, minute books, forms and returns filed and other records maintained by Indosolar Limited ("the Company") for the financial year ended on March 31, 2015, according to the provisions of:

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

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

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

(iv) Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings;

(v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act’):

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

(b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992;

(c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009;

(d) The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999; Not Applicable

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

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

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

(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998; Not Applicable

(vi) As informed and certified by the management of the Company, there are no specific other laws applicable to the Company based on their sector/ industry.

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

(i) Secretarial Standards issued by The Institute of Company Secretaries of India. Not applicable for financial year 2014-15

(ii) The Listing Agreements entered into by the Company with The National Stock exchange India Limited (NSE Limited) and BSE Limited:

During the period under review the Company has generally complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above subject to the following observations:

1. The Company has appointed Internal Auditor dated November 14, 2014 which shall be appointed on or before September 30, 2014.

2. The Company has paid excess remuneration to the Managerial Personnel of the Company and approval of Central Government is awaited.

3. The Company has not appointed the Company Secretary during the period under review under the provisions of section 203 of Companies Act 2013 We further report that -The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors subject to the above mentioned observations. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act.

Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

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

We further report that there are adequate systems and processes in the company commensurate with the size and operations of the company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines. We further report that during the audit period the company has issued 2,29,85,973 (Two Crores Twenty Nine Lacs Eighty Five Thousand Nine Hundred Seventy Three) equity shares of Rs. 10 (Rupees Ten only) each at an issue price of Rs. 10 (Rupees Ten only) each, out of which 85,32,788 (Eighty Five Lacs Thirty Two Thousand Seven Hundred Eighty Eight) equity shares are being issued against conversion of External Commercial Borrowing (ECB) and unsecured loans and balance 1,44,53,185 (One Crore Forty Four Lacs Fifty Three Thousand One Hundred Eighty Five) equity shares are being issued for cash. Therefore, the Company is raising Rs. 14,45,31,850 (Rupees Fourteen Crores Forty Five Lacs Thirty One Thousand Eight Hundred Fifty only).

Shashikant Tiwari
Partner
For Chandrasekaran Associates
Company Secretaries
Date: 10.08.2015 Membership No. A28994
Place: New Delhi Certificate of Practice No. 13050

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

Annexure - A

The Members Indosolar Limited

C-12, Friends Colony, New Delhi Delhi, 110065

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

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

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

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

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

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

Shashikant Tiwari
Partner
For Chandrasekaran Associates
Company Secretaries
Date:10.08.2015 Membership No. A28994
Place: New Delhi Certificate of Practice No. 13050

ANNEXURE – V

A. CONSERVATION OF ENERGY

1. STEPS TAKEN FOR CONSERVATION OF ENERGY Conservation measures like installation of 500 KW Captive Solar Plant ,Installation of LED Lightings to reduce power cost to considerable extent.
2. CONSUMPTION OF UNITS OF ENERGY A. Electric Energy:157.21 ( Pr. Year 3.00) lacs units supplied by Power Corporation. 7.02( Pr. Year 2.99) lac units generated by DG Sets.
B. Diesel : 20.20 ( Pr. Year .48) lac liters for running DG Sets.
3. STEPS TAKEN BY COMPANY FOR UTILIZING ALTERNATE ENERGY 0.21 Lac Units were generated by the 500 KW Captive Solar Plant in the year 2014-15.

B. TECHNOLOGY ABSORPTION

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

1. Specific areas in which R & D carried out by the Company • Padded front bus bar solar cells introduced in production at full capacity.
• Modification in diffusion process for Higher Efficiency.
• Introduction of High end silver paste and alluminium paste to increase efficiency.
• Potential Induced Degradation (PID) process developed successfully.
2. Benefits derived as a result of the above R & D • Increase in cell efficiency by 0.4% absolute ( from 17.2% to 17.6%)
• Reduction in cost of production by 0.03 $ per watt.
3. Future plan of action • Development of 4 Bus Bar Cells .
• Introduction of selective emitter and phosphorous oxy chloride (POCL3) based diffusion process to be implemented in line C.
4. Expenditure on R & D
(a) Capital
(b) Recurring
(c) Total
(d) Total R & D expenditure as a percentage of total turnover Included in the manufacturing cost.

Technology Absorption, Adaptation and Innovation

1. Efforts, in brief, made towards technology absorption, adaptation and innovation • Efforts to increase throughput of the lines initiated.
• PID Process developed successfully.
2. Benefits derived as a result of the above efforts, e.g. product improvement, cost reduction, product development, import substitution, etc. • Cost reduction
• Reliability improvement of the product
3. In case of import of technology (imported during the last 5 years reckoned from the beginning of the financial year), following information may be furnished:
(A)
(a) Technology imported (a) Technology to manufacture solar photovoltaics multicrystalline silicon cells
(b) Year of import (b) 2009
(c) Has technology been fully absorbed (c) Yes
(d) If not absorbed, areas where this has not taken place, reasons therefore and future plan of action (d) Not Applicable
(B)
(a) Technology imported (a) Selective Emitter Technology
(b) Year of import (b) 2012
(c) Has technology been fully absorbed (c) No
(d) If not absorbed, areas where this has not taken place, reasons therefore and future plan of action. (d) Under installation and commissioning

ACTIVITIES RELATING TO EXPORTS, INITIATIVES TAKEN TO INCREASE EXPORTS, DEVELOPMENT OF NEW EXPORT MARKETS FOR PRODUCTS AND SERVICES AND EXPORT PLANS.

Your Company is a 100% Export Orie nted Company.

FOREIGN EXCHANGE EARNING AND OUTGO

(Rs. Crores)
Particulars For Year 2014-15 For Year 2013-14
Foreign Exchange Earning 291.36 10.16
Foreign Exchange Outgo 5.75 5.52

 

On behalf of the Board of Directors
For INDOSOLAR LIMITED
Place : Greater Noida GAUTAM SINGH KUTHARI H.R. GUPTA
Date : 21.08.2015 (Director) (MANAGING DIRECTOR)
DIN: 00945195 DIN: 00297722