The Directors have pleasure in presenting the Seventh Annual Report on
 business and operations of the Company for the year ended 31st March,
 2012.
 
 1.  FINANCIAL RESULTS                            (Rs. in Crores)
 
 PARTICULARS                         YEAR ENDED        YEAR ENDED
                                     31ST MARCH, 2012  31ST MARCH, 2011
 
 TOTAL INCOME                            97.19           591.03
 
 PROFIT / (LOSS) BEFORE INTEREST, 
 DEPRECIATION AND TAX                  (110.86)           57.92
 
 INTEREST                                57.28            63.52
 
 CASH PROFIT / (LOSS)                  (168.14)           (5.60)
 
 DEPRECIATION                            34.22            51.83
 
 PROFIT / (LOSS) BEFORE TAX            (202.36)          (57.43)
 
 PROFIT / (LOSS) AFTER TAX             (202.36)          (57.44)
 
 PROFIT / (LOSS) BROUGHT FORWARD       (137.69)          (80.25)
 
 PROFIT / (LOSS) TO BE CARRIED 
 FORWARD TO BALANCE SHEET              (340.05)         (137.69)
 
 2.  PERFORMANCE REVIEW
 
 During the year under review, the Company has been severally impacted
 due to sudden demand downturn in SPV cell segment resulting from
 liquidity crisis in Europe, lower sales realization without
 commensurate fall in raw material prices and underutilization of
 capacity due to industry downturn.
 
 Germany reduced Feed-in-Tariff from January 2011 and this gave farm
 developers time to wait for better pricing.  Many countries reduced
 subsidy support to solar sector, in order to combat their fiscal
 deficit. This resulted in lower off take of solar products globally
 leading to reduced demand. This downturn was entirely unanticipated and
 had taken the industry by surprise.
 
 The demand had suddenly eroded while the supply chain was in full ramp.
 This created an artificially high inventory pile-up in Asia as well as
 at European ports and the same resulted in over 60% price erosion
 worldwide. These factors also caused halt in operations of solar
 industry globally.
 
 Indosolar also got affected severely and its operations showed heavy
 losses. Since beginning of the year, the plant was operating at a very
 low capacity and it remained totally closed from September 2011
 onwards. The liquidity had dried-up and the Company was not in a
 position to service its debt till revival of the market. So, the
 Company approached its bankers for restructuring of debts under CDR
 route.
 
 During the year under review, your Company reported total income of Rs.
 97.19 Crores as against Rs. 591.03 Crores last year. After making a
 provision of Rs. 57.28 Crores towards interest and Rs. 34.22 Crores
 towards depreciation, the current financial year closed with a loss of
 Rs. 202.36 Crores as against loss of Rs. 57.44 Crores last year.
 
 3.  CORPORATE DEBT RESTRUCTURING
 
 In order to address the above situation, the Company applied to the
 Corporate Debt Restructuring (CDR) Forum set up under Reserve Bank of
 India for debt restructuring during September 2011 with an intention
 that the debt re-alignment under CDR aegis would help the Company and
 the lenders to address the situation quickly and in a scientific
 manner. The Company has been sanctioned CDR package by CDR Forum vide
 its letter dated 07.03.2012.  The package is effective from 01.07.2011
 and includes, inter-alia, reduction in rate of interest on loans,
 rescheduling of the loan repayment period with an initial moratorium of
 24 months from effective date, sanction of additional CAPEX of Rs. 100
 Crores for completing the expansion of 200 MW solar cell project,
 interest on loans during the moratorium period will be funded by
 additional Funded Interest Term Loan (FITL).
 
 After getting approval form CDR Forum, the Company has entered into
 Master Restructuring Agreement, alongwith other security documents,
 with the consortium of banks and CDR package has been implemented.
 
 4.  STATUS OF IMPLEMENTATION OF 200 MW PROJECT
 
 The Company is in the process of setting-up 200 MW solar cell
 manufacturing line to be financed through a mix of debt and equity.
 Union Bank of India had appraised the project and established LC of Rs.
 228 Crores for import of 200 MW line against its debt underwriting of
 Rs. 275 Crores. The Company had also spent Rs. 179.66 Crores for the
 said expansion as equity contribution. The solar cell manufacturing
 line has already arrived, however, Company requires additional funding
 to the extent of Rs. 147 Crores to complete the project. In view of
 declining financial performance of the Company as well as weak outlook
 of solar sector in the short run, the bankers were reluctant to provide
 balance funding. However, CDR Forum has considered setting-up of 200 MW
 line as an integral component for success of the Company and approved
 additional CAPEX of Rs. 100 Crores for completing the expansion over
 and above Rs. 47 Crores already sanctioned by Union Bank of India.
 
 5.  DIVIDEND
 
 Due to non availability of profit, your Directors do not recommend any
 dividend for the year ended 31st March, 2012.
 
 6.  PAYMENT OF ANNUAL LISTING FEES
 
 Annual listing fee for financial year 2012-2013 has been paid to
 National Stock Exchange of India Limited and BSE Limited.
 
 7.  DIRECTORS
 
 Mr. Gautam Singh Kuthari, Director will retire by rotation at the
 forthcoming Annual General Meeting and being eligible offer himself for
 re-appointment. Board recommends the same for your approval.
 
 Mr. Ravinder Khanna has resigned from the Board with effect from 11th
 November, 2011 and Mr. Aditya Jain has resigned from the Board with
 effect from 14th February, 2012.
 
 Mr. Arun Kumar Gupta and Mr. Gurbaksh Singh Vohra have been appointed
 as additional directors of the Company with effect from 14th February,
 2012 to hold the office of director upto the date of forthcoming annual
 general meeting. The Board has received letters from shareholders
 alongwith deposit of Rs. 500/- for each of them for appointment as
 directors of the Company. The Board recommends the same for your
 approval.
 
 The tenure of Mr. Bhushan Kumar Gupta, Chairman, Mr. Hulas Rahul Gupta,
 Managing Director and Mr. Anand Kumar Agarwal, Whole Time Director is
 upto 25th September, 2012. The management decided to re-appoint them
 for a further period of three years, i.e. from 26th September, 2012 to
 25th September, 2015. The Board recommends the same for your approval.
 
 8.  STATUTORY AUDITORS
 
 The statutory auditors of your Company, M/s B S R and Associates,
 Chartered Accountants, retire at the ensuing Annual General Meeting and
 have confirmed their eligibility for re-appointment at the forthcoming
 Annual General Meeting under section 224(1B) of the Companies Act,
 1956.
 
 The Board of Directors recommends their re-appointment for your
 approval.
 
 9.  STATUTORY AUDITORS'' REPORT
 
 On the Auditors'' observations, reply from the management is as under:
 
 (i) As regards delay in payment of service tax and work contract tax
 mentioned in para (ix)(a) of the Annexure to the Auditors'' Report, the
 same was due to adverse financial condition of the Company as well as
 non-realization of its dues in time. However, the same have since been
 paid alongwith interest and rectified.
 
 (ii) As regards accumulated losses becoming more than fifty percent of
 net worth and cash losses mentioned in para (x) of the Annexure to the
 Auditors'' Report, the same were due to sudden demand downturn in SPV
 cell segment resulting from liquidity crisis in Europe, lower sales
 realization without commensurate fall in raw material prices and
 underutilization of capacity due to industry downturn. The demand had
 suddenly eroded while the supply chain was in full ramp. This created
 an artificially high inventory pile-up in Asia as well as at European
 ports and the same resulted in over 60% price erosion worldwide. These
 factors also caused halt in operations of solar industry globally.
 Indosolar also got affected severely and its operations showed heavy
 losses. As regards erosion of net worth by more than fifty percent, the
 Company is taking required necessary steps.
 
 (iii) As regards delay in repayment of principal sums and interest
 thereon to banks mentioned in para (xi) of the Annexure to the
 Auditors'' Report, the same was due to non-availability of funds as the
 operations were at very low level during the year resulting into heavy
 cash losses. Accordingly, the Company approached CDR cell of RBI for
 approval of restructuring package seeking relief which was approved by
 the empowered group committee and the delays were condoned and
 rectified.
 
 (iv) As regards funds raised on short term basis being used for long
 term investment mentioned in para (xvii) of the Annexure to the
 Auditors'' Report, the significant losses incurred by the Company were
 being financed out of short term funds as there were no alternate funds
 with the Company.
 
 10.  COST AUDITORS
 
 In view of recent circular issued by the Ministry of Corporate Affairs,
 the cost audit is now applicable on the Company with effect from 1st
 April, 2012. The Company has appointed M/s Kabra & Associates, Cost
 Accountants to conduct audit of cost accounting records being
 maintained by the Company for the manufacture of solar cells for the
 financial year ending 31st March, 2013.
 
 11.  DEPOSITS
 
 The Company has not accepted any deposits from public during the
 financial year under review.
 
 12.  PARTICULARS OF THE EMPLOYEES
 
 The employees drawing remuneration as specified in section 217(2A) of
 the Companies Act, 1956 read with the Companies (Particulars of
 Employees) Rules, 1975 and details are as per Annexure-I to this
 report.
 
 13.  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 217(1)(e) of the Companies Act, 1956
 read with Companies (Disclosure of Particulars in the Report of Board
 of Directors) Rules, 1988 is given as Annexure - II to this report.
 
 14.  REPORT ON MANAGEMENT DISCUSSION AND ANALYSIS AND CORPORATE
 GOVERNANCE ALONGWITH GENERAL SHAREHOLDER INFORMATION
 
 In terms of Clause 49(VI) of Listing Agreement entered into by the
 Company with the Stock Exchanges, a detailed report on Corporate
 Governance along with Management Discussion and Analysis Report has
 been attached with this Report. A Certificate from Practicing Company
 Secretary on compliance with the conditions of corporate governance
 requirements by the Company is attached to the Corporate Governance
 Report and forms part of this Report.
 
 15.  DIRECTORS'' RESPONSIBILITY STATEMENT
 
 Pursuant to the requirement under Section 217(2AA) of the Companies
 Act, 1956 with respect to Director''s Responsibility Statement, it is
 hereby confirmed:-
 
 i.  That in preparation of the accounts for financial year ended 31st
 March, 2012 the applicable accounting standards have been followed;
 
 ii.  That the directors have selected such accounting policies and
 applied them consistently and made judgments and estimates that were
 reasonable and prudent so as to give a true and fair view of the state
 of affairs of the Company at the end of the financial year and of the
 loss of the Company for the year under review;
 
 iii. That the Directors have taken proper and sufficient care for
 maintenance of adequate accounting records in accordance with the
 provisions of the Companies Act, 1956 for safeguarding the assets of
 the Company and for preventing and detecting fraud and other
 irregularities;
 
 iv.  That the Directors have prepared the accounts for the financial
 year ended on 31st March, 2012 on a going concern basis.
 
 16.  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,
 Corporation Bank, Bank of Baroda, Andhra 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
 
 Place : Greater Noida        H.R. GUPTA          A.K. AGARWAL
 
 Date  : 11.08.2012    (Managing Director)    (Whole Time Director)