The Members
 
 The Directors have great pleasure in presenting this 16th Annual Report
 of the Company together with theaudited accounts for the year ended
 31st March 2011.
 
 FINANCIAL HIGHLIGHTS
 
                                      Year Ended           Year Ended
                                   31st March, 2011     30th June, 2010
                                    (Nine Months)       (Twelve Months)
                                    (Rs. In Lacs)        (Rs. In Lacs)
 
 Total Income                          5035                   6584
 
 Profit Before 
 Depreciation & Tax                    1008                   2042
 
 Less: Depreciation                     582                    716
 
 Tax Provision                           14                     75
 
 Deferred Tax Asset/(Liability)         104                    740
 
 Profit after Tax                       516                   1991
 
 THE PERFORMANCE
 
 Your Company has changed its Financial Year as April to March,
 effective 1st April 2011 instead of July to June as practiced for
 earlier years. The main purpose of shifting of financial year from
 April to March is to have a uniform financial year along with other
 Group Companies of Your Company. Consequent on the change in accounting
 year from June to March, the financial performance of the Company for a
 period of 9 months from 1st July 2010 to 31st March 201 lis highlighted
 above and hence it is suggested not to compare the previous year''s
 figures. During the year under review the Company has achieved a profit
 before tax of Rs1008 lacs and a profit after tax of Rs.516 lacs.
 Considering the proposed expansion plans of Your Company which requires
 resources, Your Directors consider it prudent not to recommend dividend
 for the year under review.
 
 FUTURE PLANS AND PROSPECTS
 
 Your Company is planning to concentrate on consolidation of operations
 during 2011-12. In that direction Your Company is planning to add new
 capacity of 28 MWduring 2011-12in Kamatakaand in Tamil Nadu. Your
 Company is already implementing the shifting of the sale of powerfrom
 Government utility to commercial customers, to enhance the price
 realization per unit. In that direction, Your Company has restructured
 the asset holdings and has already formed a subsidiary Company called
 Indowind Power Private Ltd. Already power sale to new corporate
 clients have started. Nearly about 20 million units have been added and
 another 5 million units may likely to be added in the current year.
 
 The industry is expecting new policy initiatives viz., introduction of
 Renewable Energy Certificates, trading of the same through power
 exchanges during the year 2011-12. As viability of the IPPs were
 strained due to the increase in interest cost it is becoming important
 to set up new projects by availing higher realization benefits. Your
 Company is planning to add capacities in future in order to enhance the
 profits.
 
 RISKS AND CONCERNS
 
 Payment delays from State Electricity Board are continuing to be a
 risky proposition for renewable energy projects. Availability of long
 term projects from the financial institution at an acceptable interest
 rate is equally a risky factorfor the Company. As the economy is
 tightening and the growth rate slowing down, credit disbursal is also
 increasingly squeezed out by the banks The availability of good sites
 for wind projects which can generate higher PLF has become a
 constraint, this coupled with the high capital cost of Equipment &
 higher interest cost prevailing in the Banking Industry, tends to make
 the projects financially unviable on standalone basis unless per unit
 realization is increased. Strategic funding on SPVare being worked out
 to fund the projects.
 
 Grid connection and availability are posing a major risk factor for
 implementing new Projects. Long distance evacuations from the existing
 wind sites are still not been fully established and stabilized by the
 Government in Tamil Nadu and Kamataka. The delay in execution of the
 projects causes a major concern for the new projects.
 
 OPPORTUNITY AND THREAT
 
 Power Exchange India Ltd/ Mumbai (PXIL) and (Indian Energy Exchange Ltd
 / New Delhi (IEXL) are proposed to be explored for selling the power
 through these exchanges. For new projects which are having inter-state
 connectivity, major disagreements among developed countries over the
 reduction in carbon emission, introduction of carbon tax and supporting
 the Kyoto protocol beyond 2012 is a threat for making the project
 viable, using carbon revenue as an additional factor. Introduction of
 RECs and proposed trading by REC (Renewable Energy Corporation) during
 the year 2011 augers well for a new income stream. Increasing
 Government support for solar even though well received, for solar
 projects isactuallyoffsettingtheGovemmentsupportforwindprojects
 
 STATUS OF FCCB
 
 You are aware that Your Company has made a Foreign Currency Convertible
 Bond (FCCB) in December 2007 and raised 30 Mn USD. The FCCBs are due
 for redemption in December 2012. Due to fall in share price of the
 Company and to avoid the significant debt burden which would arise in
 the event that all or a significant amount of the FCCBs have to be
 redeemed on the due date, which may place considerable strain on the
 Company''s financial position, the Company has proposed FCCB
 restructuring by changing them to zero coupon and reducing the
 conversion price to reflect current market realities. The share holders
 have approved the restructuring of FCCBs in their Extraordinary General
 Meeting held on 12th Aug, 2009. However the Bond holders wanted to have
 a review on this structuring model and therefore the Company has made
 an additional offer by providing three different options as to
 redemption and with different price and period and the decision of the
 bond holders are expected in this regard.
 
 STATUS OF SHARE WARRANTS AND EMPLOYEES STOCK OPTION SCHEME
 
 Pursuant to the resolution passed by the members at in the EGM convened
 on 1T August 2009, the Company has issued 40 lacs share warrants on
 preferential basis to Subuthi Investments P ltd. Out of which 20 lacs
 share warrants are converted into equity shares as the Company has
 received the consideration amount in full for 20 lacs warrants.
 
 As regards Employees'' Stock Option Scheme Your Company has not issued
 any shares so far under this scheme.
 
 GDR (Global Depository Receipts)
 
 Pursuant to the approval granted by the share holders of the Company
 for issue of GDR in the Annual General Meeting held on 30* December
 2009, Your Company has raised Rs.81.58 crores by issuing 20,00,000 GDR
 comprising of 4 crore Equity shares of Your Company. These GDRs are
 listed on the Luxembourg Stock Exchange.
 
 SUBSIDIARYCOMPANY
 
 As mentioned above, Your Company has restructured the asset holdings
 and has formed a subsidiary Company called Indowind Power Private Ltd.
 This subsidiary was incorporated during August 2010 with an Authorized
 Capital of Rs. 15,00,000 and a paid up capital of Rs. 5,76,000 as on 31
 -3 2011 .Your Company has 74% stake and the balance by captive consumer
 clients. Already power sales to new corporate clients for 25 million
 units have started.
 
 DEPOSITS
 
 During the year, the Company has not accepted any deposits with in the
 meaning of the provisions of Sec.58A(rfthe Companies AdM 956.
 
 INDUSTRIAL RELATIONS AND PARTICULARS OF EMPLOYEES
 
 As of 31st March 2011, Your Company has 70 employees on its rolls. The
 employees will be inducted in to permanent services of the Company
 after training; to fill up vacancies as when arises.
 
 The Company does not have any employee drawing salary in excess of the
 amount stipulated u/s 217 (2A) of the Companies Act, 1956
 
 DIRECTORS
 
 Mr. Niranjan R. Jagtap retires by rotation and being eligible offers
 himself for re-appointment.
 
 DIRECTORS RESPONSIBILITY STATEMENT
 
 Pursuant to clause 2(AA) of Section 217 of the Companies Act, 1956, the
 Board of Directors hereby state that;
 
 1.  In the presentation of the Annual accounts, applicable standards
 have been followed and there are no material departures.
 
 2.  The Directors have selected such accounting policies and apply 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 as at 31st March 2011 and profit for the Company for the
 year ended 31st March 2011.
 
 3.  The Directors have taken proper and sufficient care in the
 maintenance of adequate accounting records in accordance with the
 provisions of the Act for safe guarding the assets 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.
 
 CORPORATE GOVERNANCE
 
 Your Company has complied with the requirements regarding Corporate
 Governance as required under Revised clause 49 of the Listing agreement
 entered in with the Stock exchanges where the Company''s shares are
 listed .A Report on the Corporate Governance in this regard is made a
 part of this Annual Report and a certificate from the Auditors of Your
 Company regarding compliance of the conditions of the corporate
 Governance is attached to this report.
 
 LISTING OF EQUITYSHARES
 
 Your Company''s equity shares are continued to be listed on the Bombay
 Stock Exchange Ltd, Mumbai and National Stock Exchange of India Ltd.,
 Mumbai, FCCBs are listed at Singapore Exchange Securities Trading Ltd.,
 (SGXST), GDRs listed at Luxembourg Stock Exchange at Luxembourg during
 the year under review.
 
 AUDITORS
 
 M/s.V.Ramaratnam & Co. retire at the conclusion of this Annual General
 Meeting and are eligible for reappointment.
 
 ADEQUACY OF INTERNAL CONTROL
 
 Your Company has effective and adequate internal control systems in
 combination with delegation of powers. The control system is also
 supported by internal audits and management reviews with documented
 policies and procedures.
 
 M/s .S.Vasudevan & Associates are the Internal Auditors to continuously
 monitor and strengthen the financial control procedures in line with
 the growth operations of the Company.
 
 PARTICULARES REQUIRED UNDERSECTION 217 (1) (E) OF THE COMPANIES ACT,
 1956
 
 The particulars required to be given in terms of section 217 (1) (e) of
 the Companies Act, 1956 regarding conservation of Energy, Technology
 Absorption, Foreign Exchange Earnings and Foreign Exchange outgo are
 not applicable to Your Company.
 
 ACKNOWLEDGEMENT
 
 The Directors wish to place on record their sincere thanks and
 gratitude to all its Bond holders, Share holders, Bankers, State
 Governments, Central Government and its agencies, statutory bodies,
 suppliers, and customers, for their continued co-operation and
 excellent support extended to the Company from time to time.
 
 Your Directors place on record their utmost appreciation for the
 sincere and devoted services rendered by the employees at all levels.
 
                                                For and on behalf of
 
                                               BOARD OF DIRECTORS OF
 
                                             INDOWIND ENERGY LIMTIED
 
 Place: Chennai                                            K.V. BALA
 
 Date: 20.8.2011                                            Chairman