TATA POWER RENEWABLE ENERGY LIMITED (Formerly Known as INDUSTRIAL POWER INFRASTRUCTURE LIMITED) ANNUAL REPORT 2011-2012 DIRECTOR'S REPORT To The Members of Tata Power Renewable Energy Limited The Directors hereby present their Fifth Annual Report on the business of the Company arid the statement of accounts for the period ended 31st March 2012. 1. OPERATIONS The Company successfully commissioned the 25 MW solar power plant at Mithapur on 25th January 2012. The Mithapur plant is performing satisfactorily. The Company was compelled to take on the construction of the 66 kv line from Mithapur to Varwala on Behalf of GETCO to enable timely evacuation of power from the solar power plant. This put an additional burden of approximately Rs. 2 crore on the project cost which was absorbed in the contingency provision of the project cost approved by the Board. The Company is in the process of establishing a 49.5 MW Wind Power Plant at Pethshivpur, Maharashtra, and a 100.5 MW Wind Power Plant at Daiot, Rajasthan, which will be commissioned during FY13 and FY14. Orders have been placed on Regen Powertech Limited for turnkey solutions for engineering, procurement and construction of the plant. The Company is evaluating both Greenfield and turnkey wind power projects in various states. The Company is also in the process of identifying and acquiring land for solar power projects in Rajasthan, Maharashtra, Gujarat and Karnataka, in readiness for development when the cost of generation of solar power plants approaches grid parity. 2. RIGHTS ISSUE During the year the Company came out with two Issues of Equity Shares on Rights basis as under: (a) 1,59,50,000 Equity Shares of Rs. 10 each in the ratio 145:1 for cash at par aggregating to Rs. 15,95,00,000. ' (b) 1,10,01,100 Equity Shares of Rs. 10 each in the ratio 137:200 for cash at par aggregating to Rs.11,00,11,000. 3. DIRECTORS' Mr P K Ghose was appointed as an Additional Director with effect from 3rd August 2011, in accordance with Section 260 of the Companies Act, 1956 (the Act). Mr P K Ghose holds office only upto the date of the forthcoming Annual General Meeting and a Notice under Section 257 of the Act has been received from a member signifying its intention to propose Mr Ghose's appointment as a Director. In accordance with the requirements of the Companies Act, 1956 (the Act) and the Articles of Association of the Company, Mr S Ramakrishnan and Mr Deepak Mahendra retire by rotation and are eligible for re-appointment. 4. AUDITORS M/s Deloitte Haskins and Sells, Chartered Accountants, the existing Auditors of the company hold office till the conclusion of the Annual General Meeting. Members are requested to appoint Auditors for the current year and to fix their remuneration.. M/s Deloitte Haskins and Sells, Chartered Accountants, the existing Auditors, have under Section 224 (1) of the Act, indicated their , eligibility for re-appointment. 5. PARTICULARS OF EMPLOYEES The Company had no employees of the category specified under Section 217(2A)oftheAct. 6. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO Conservation of Energy: The disclosures required in Form A of Rule 2 of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 pertaining to conservation of energy are not applicable to the Company. Technology Absorption : Nil Foreign exchange earnings and outgo : Nil 7. DIRECTORS RESPONSIBILITY STATEMENT Pursuant to Section 217(2AA) of the Act, the Directors, confirm that: (i) in the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures; (ii) they have, in the selection of the accounting policies consulted the Statutory Auditors and have applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs. of the Company at the end of the period; (iii) they have taken proper and sufficient care, to the best of their knowledge and ability for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safe guarding the assets of the Company and for preventing and detecting fraud and other irregularities; (iv) they have prepared the annual accounts on a going concern basis. On behalf of the Board of Directors Directors Place: Mumbai Date : 10th May 2012