The Directors have pleasure in presenting the Nineteenth Annual Report
 On the Business and Operations of the Company together with the Audited
 Accounts for the year ended March 31, 2012.
 
 FINANCIAL RESULTS
 
                                                           Rs. Lakhs
 
                               CONSOLIDATED                STANDALONE
                              Year Ended March 31    Year Ended March 31
 
                         2012            2011      2012            2011
 
 INCOME
 
 Revenue from 
 Operations 
 And other income     10,28,657.33  8,04,411.55  8,66,924.77  5,91,514.71
 
 Profit Before 
 Taxation                34,838.31  1,04,058.43    10,626.40    42,031.59
 
 Provision for 
 Taxation                22,462.24    38,495.90      (940.84)   14,200.00
 
 Net Profit 
 After Taxation          12,376.07    65,562.53    11,567.24    27,831.59
 
 Less: Prior 
 Period items               360.34       110.67
 
 Add: Share of 
 Profit/(Loss) of 
 Associates              (6,021.81)      261.16
 
 Less: Elimination 
 Of Unrealised 
 Profit on
 
 Transactions with 
 Associate Companies      3,768.96     4,073.48
 
 Less: Share of 
 Minority Interest       13,428.43    17,032.65
 
 Net Profit/ (Loss) 
 After Taxation, 
 Minority Interest
 And Share of Profit/
 (Loss) of Associates 
 (Balance
 Carried to Balance 
 Sheet)                 (11,203.47)   44,606.89    11,567.24    27,831.59
 
 Surplus brought 
 Forward               1,61,417.24  1,19,810.35  1,35,007.92  1,07,176.33
 
 Profit Available 
 For Appropriation     1,50,213.77  1,64,417.24  1,46,575.16  1,35,007.92
 
 Transfer (from)/to 
 Capital Redemption 
 Reserve                  1,677.32         0.00
 
 Transfer to 
 General Reserve          2,803.75     3,000.00
 
 Premium paid on 
 Buy back of shares 
 By a subsidiary            179.28         0.00
 
 Proposed Dividend 
 And Dividend 
 Distribution Tax             1.86         0.00
 
 Balance Carried to 
 Balance Sheet         1,45,551.56  1,61,417.24  1,46,575.16  1,35,007.92
 
 DIVIDEND
 
 As a measure of prudence and with a view to conserve resources for
 Funding the business plans of the Company, no dividend on the Equity
 Shares for the year ended March 31, 2012 was recommended.
 
 OPERATIONS review
 
 On a Consolidated basis your Company has reported Gross Revenues of Rs.
 10,28,657.33 Lakhs as against Rs. 8,04,411.55 Lakhs of Revenues
 Registered in the Previous Year. Total Expenditure for the Year was Rs.
 10,05,462.19 Lakhs as against Rs. 7,00,353.12 Lakhs in the Previous Year.
 The Earnings Before Interest, Tax, Depreciation and Amortisation
 (EBITDA) amounted to Rs. 1,84,859.78 Lakhs while the same was Rs.
 2,15,198.62 Lakhs for the Previous Year i.e. A decrease of 14%. The
 Profit Before Taxation stood at Rs. 34,838.31 Lakhs, a decrease of 66% as
 Compared to Rs. 1,04,058.43 Lakhs in the Previous Year.
 
 The Net Profit/(Loss) after Tax after adjustment of Minority Interest
 And Share of Profits of Associates was Rs. (11,203.47) Lakhs as against Rs.
 44,606.89 Lakhs for the Previous Year.
 
 Gross Interest and Finance charges on consolidated basis amounted to Rs.
 1,05,385.10 Lakhs in comparison to Rs. 75,766.78 Lakhs due to increase in
 Loans and Working Capital Requirements for Project Execution.
 
 A detailed discussion on the results of the operations and the
 Financial condition is included in the Management Discussion and
 Analysis section placed at Annexure-IV to this report.
 
 Business review
 
 A detailed business review is being given in the Management Discussion
 And Analysis Section of the Annual Report placed at Annexure-IV to this
 Report.
 
 Subsidiary companies
 
 The following Companies have become Subsidiaries of the Company:
 
 Emerald Orchids Private Limited, Helene Power Private Limited, Lanco
 Solar Power Projects Private Limited, Mahatamil Mining and Thermal
 Energy Limited, Nix Properties Private Limited, Omega Solar Projects
 Private Limited, Orion Solar Projects Private Limited, Pasiphae Power
 Private Limited, Sabitha Solar Projects Private Limited, Lanco Anpara
 Power Limited, Udupi Power Corporation Limited, Approve Choice
 Investments (Proprietary) Limited, Bar Mount Trading (Proprietary)
 Limited, Barrelake Investments (Proprietary) Limited, Belara Trading
 (Proprietary) Limited, Caelamen (Proprietary) Limited, Dupondius
 (Proprietary) Limited, Filten Trading (Proprietary) Limited,
 Gamblegreat Trading (Proprietary) Limited, K2011103835 (South Africa)
 (Proprietary) Limited, Lanco Infratech Nepal Private Limited, Lanco
 Solar Canada Limited, Lanco Solar International gmbh, Lexton Trading
 (Proprietary) Limited, Solar Fi SP 06, Solar Fi SP 07, Tiper Solaire
 SAS.
 
 The names of the following Subsidiaries have been changed: Diwakar
 Solar Projects Limited (earlier Diwakar Solar Projects Private
 Limited), Lanco Amarkantak Power Limited (earlier Lanco Power Limited),
 Lanco Power Limited (earlier Lanco Power Private Limited), Lanco Solar
 Power Projects Private Limited (Earlier Caliban Trading Private
 Limited), Mahatamil Mining and Thermal Energy Limited (Earlier Lanco
 Mining and Thermal Energy Limited), Lanco Thermal Power Limited
 (Earlier Vamshi Industrial Power Limited), Lanco Hydro Power Limited,
 (Earlier Lanco Hydro Power Private Limited), Lanco IT P.V. Investments
 B.V. (Earlier Lanco Italy PV1 Investment B.V.), Lanco Solar Holdings
 LLC (Earlier Lanco North Park Land Holding Two LLC), Lanco solar US EPC
 Branch LLC (Earlier Lanco North Park Land One LLC), Lanco SP P.V.
 Investments B.V. (Earlier Lanco Spain PV1 Investment B.V.), Lanco US
 P.V. Investments B.V.  (Earlier Lanco Italy PV2 Investment B.V.).
 
 Note on particulars required as per section 212 of the companies act,
 1956
 
 In terms of the provisions of Section 212 of the Companies Act, 1956,
 The Company was required to attach the Annual Reports of the Subsidiary
 Companies and the related detailed information to the Balance Sheet of
 The Holding Company. However, the Ministry of Corporate Affairs vide
 Their General Circular No. 2/2011 dated February 8, 2011 granted
 General exemption to the Companies under Section 212(8) from the
 Requirement to attach detailed financial statements of each Subsidiary.
 Accordingly, the Annual Report does not contain the financial
 Statements of the subsidiaries. The detailed financial statements and
 Audit reports of each Subsidiary are available for inspection at the
 Registered Office of the Company and upon written request from a
 Shareholder, your Company will arrange to send the financial statements
 Of Subsidiary Companies to the said Shareholder.
 
 Health, safety and environment
 
 Our Group''s journey in the perspective of Health, Safety & Environment
 (HSE) has been encouraging and on right path. Corporate HSE has been
 Driving various initiatives like HSE Audit Management, Contractor HSE
 Management and ''Train the Trainer'' Programme to propel awareness on HSE
 At sites. Apart from this, initiatives were taken to assist our
 Contractors to partner with us to enhance our HSE performance. Towards
 These objectives separate workshops were conducted with Contractors and
 Site Directors to give a feel of our expectations.
 
 The group has started its process of innovation to HSE processes
 Through share and learn programme. Site personnel share the best HSE
 Processes among themselves, which are of significant value to enhance
 HSE performance and give a new image to the organisation.
 
 Our HSE performance is realised with recognition of our efforts in HSE
 And towards their sustenance. The true reflection of our HSE culture is
 More evident at our Tanjore and Kondapalli sites, which have
 Participated in various HSE awards and won them to make us proud. A
 Brief description is below:
 
 Site                              Award
 
 Lanco Tanjore          Golden Peacock Award for Climate
 
 Power Company          Security during the year 2011;
 Limited
                        Greentech Award for Environment
 
                        Protection during the year 2011.
 
 Lanco Kondapalli       EHS Excellence Award 2011 from CII
 
 Power Limited          on best HSE practices.
 
 DIRECTORS
 
 In accordance with the provisions of the Companies Act, 1956 and the
 Articles of Association of the Company, Mr. L. Sridhar, Dr. Uddesh
 Kumar Kohli and Dr. B. Vasanthan, Directors retire by rotation and
 Being eligible, offer themselves for re-appointment.
 
 We report with grief the demise of Mr. P. Narasimharamulu, Independent
 Director who passed away on April 13, 2012.
 
 The Board of Directors places on record its appreciation towards the
 Significant contribution and valuable services rendered by Late Mr. P.
 Narasimharamulu during his tenure as Independent Director.
 
 The Board of Directors appointed Mr. R. Krishnamoorthy as an Additional
 Director with effect from May 29, 2012. In terms of Section 260 of the
 Companies Act, 1956 he shall hold office upto the date of the ensuing
 Annual General Meeting of the Company. The Company has received
 Requisite Notice in writing from a Member proposing his candidature for
 The office of Director liable to retire by rotation.
 
 Deposits
 
 Your Company has not accepted deposits falling within the provisions of
 Section 58A of the Companies Act, 1956 read with the Companies
 (Acceptance of Deposits) Rules, 1975 during the year under review.
 
 Auditors
 
 S.R. Batliboi & Associates, Chartered Accountants and Brahmayya & Co.,
 Chartered Accountants, Auditors of the Company, will retire at the
 Conclusion of the Annual General Meeting. S.R. Batliboi & Associates,
 Chartered Accountants conveyed their inability to be considered for
 Re-appointment as Auditors.
 
 Special Notice under Section 225 read with Section 190 of the Companies
 Act, 1956 was received, proposing an Ordinary Resolution to appoint
 Brahmayya & Co., Chartered Accountants, as Auditors from the conclusion
 Of the Annual General Meeting to the conclusion of the next Annual
 General Meeting, in place of the retiring Auditors.
 
 Brahmayya & Co., Chartered Accountants, have conveyed their willingness
 To accept appointment and confirmed their eligibility under Section 224
 (1B) of the Companies Act, 1956.
 
 Cost auditors
 
 Pursuant to Order from the Ministry of Corporate Affairs, DZR & Co.,
 Cost Accountants have been appointed as Cost Auditors for the year
 2011-12. They are required to submit the report to the Central
 Government within 180 days from the end of the accounting year.
 
 Disclosure of particulars with respect to conservation of energy,
 Technology absorption and foreign exchange earnings and outgo
 
 Information pursuant to 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 enclosed as Annexure-I.
 
 Disclosure on Company''s employees stock option plans
 
 The Employees Stock Option Plan - 2006 and the Employees Stock Option
 Plan – 2010 were approved by Shareholders by passing Special
 Resolutions in the Extraordinary General Meeting held on June 7, 2006
 And Annual General Meeting held on July 31, 2010, respectively.
 
 The required information relating to the said schemes pursuant to
 Clause 12 of the SEBI (ESOS/ESOP) Guidelines, 1999, are enclosed as
 Annexure-II.
 
 Particulars of employees
 
 The information required to be published under the provisions of
 Section 217(2A) of the Companies Act, 1956 read with Companies
 (Particulars of Employees) Rules, 1975 as amended is enclosed as
 Annexure-III.
 
 Management discussion and analysis
 
 The Management Discussion and Analysis as required under Clause
 49(IV)(f) of the Listing Agreement is enclosed as Annexure-IV.
 
 Corporate governance
 
 The Report on Corporate Governance is given separately in this Annual
 Report. The Certificate of Practising Company Secretary certiFYing
 Compliance in this regard is annexed to the said Report.
 
 Directors'' responsibility statement
 
 As required by Section 217(2AA) of the Companies Act, 1956, your
 Directors hereby confirm that:
 
 I) in the preparation of the annual accounts, the applicable accounting
 Standards have been followed and that no material departures are made
 From the same;
 
 Ii) we have selected such accounting policies and applied them
 Consistently and made judgements and estimates that are reasonable and
 Prudent so as to give true and fair view of the state of affairs of the
 Company at the end of the financial year and of the profits of the
 Company for the period;
 
 Iii) we have taken proper and sufficient care for the 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; and
 
 Iv) we have prepared the annual accounts on a going concern basis.
 
 Information on auditors'' observations
 
 The observations of the Auditors in Paragraphs 4 & 5(v) in their Report
 On Standalone Financial Statements read with Note no. 38 of the
 Standalone Financial Statements provide fullest information and
 Explanation and hence are not required to be reiterated.
 
 Further, the observations of the Auditors in Paragraphs 4 and 5 in
 Their Report on Consolidated Financial Statements read with Note Nos.
 52 D (VI), 65, 42, 63, 64, 37, 54, 59, 38, 39 of the Consolidated
 Financial Statements provide fullest information and explanation and
 Hence are not required to be reiterated.
 
 Acknowledgement and appreciation
 
 Your Directors take this opportunity to thank all the stakeholders
 Including Shareholders, Financial Institutions, Banks, Customers,
 Suppliers and Regulatory and Governmental Authorities for their
 Continued support to the Company. Directors also wish to place on
 Record their sincere appreciation of the hard work, dedication and
 Commitment of Employees at all levels.
 
                               For and on behalf of the Board
 
 L. Madhusudhan rao                         G. Venkatesh Babu
 
 Executive Chairman                         Managing Director
 
 DIN-00074790                               DIN-00075079
 
 Place: Gurgaon,
 
 Date : August 13, 2012.