To the Members of NEPC INDIA LIMITED
 
 The Directors have pleasure in presenting the Twenty Second Annual
 Report and Audited Accounts of your Company for the year ended 31st
 March, 2011.
 
 FINANCIAL HIGHLIGHTS
 
 The Financial Results and the performance of the Company during the
 year under review are as follows:
  
                                                     (Rs. in lakhs)
 
 Particulars                         Year ended          Year ended
                                     31-03-2011          31-03-2010
 
 Income from Operations                   29.44              101.90
 
 Other Income                              -                   0.73
 
 Operating
 Expenses                                153.68              212.53
 
 Operating Profit/(loss)
 before Depreciation                    (124.24)            (109.90)
 
 Depreciation                             83.04               88.68
 
 Profit /(loss) before 
 extra-ordinary items                  (207.28)             (198.58)
 
 Extra-ordinary items   / (-)              -                  95.17
 
 Provision for Taxation
 (Fringe Benefit Tax)                      -                    - 
 
 Profit (loss) after taxation          (207.28)             (103.41)
 
 Balance Profit / (Loss) 
 Brought Forward                     (26051.15)           (25947.74)
 
 Net Profit/(loss) carried 
 to Balance Sheet                    (26258.43)           (26051.15)
 
 DIVIDEND
 
 The Directors do not recommend dividend for the year ended 31st March,
 2011.
 
 BUSINESS REVIEW
 
 Consequent to the process of transferring its wind energy division to
 M/s. Southern Wind Farms Limited as per the slump sale agreement dated
 16-01-2006, the Company is presently engaged in the business of Solar
 Dual Power Modules and related items.
 
 DIRECTORATE
 
 Mr. Rajkumar and Mr. Tirupathi Kumar retire by rotation at the
 forthcoming Annual General Meeting and being eligible offer themselves
 for re-appointment to the Board.
 
 AUDITORS
 
 M/s. A. Nageswarn, Chartered Accountant, retire at the conclution of
 the forthcoming Annual General Meeting. However, they are eligible for
 re-appointment and have given their consent to act as the auditors of
 your Company, if appointed. The Audit Committee and the Board
 recommends the re-appointment of M/s. A. Nageswaran, Chartered
 Accountant, as the Auditors of the Company.
 
 REMARKS ON AUDITOR''S QUALIFICATIONS
 
 With regard to para 3 (vi)(a) of Auditor''s report and Note II-3 in
 Schedule 18, the Company has already obtained confirmations from
 certain sundry creditors and sundry debtors. The process of
 confirmation and reconciliations in respect of other items such as
 sundry debtors, loans/advances, certain bank balances, deposits and
 current liabilities is on. However, it may be noted that after due
 reconciliation is over, the assets and liabilities of your Company are
 not expected to result in any material change, considering certain
 settlements already made.
 
 With regard to para 3 (vi)(b) and Note 11-08 in Schedule 18 regarding
 AS 28 - impairment of Assets, the Company is in the process of
 ascertaining the losses on account of impairment of asset, if any,
 relating to the Airline division and it is also considering the
 possibility of realizing some claim arising out of these assets.
 Pending this ascertainment, the loss has not been recognized in the
 current year.
 
 With regard to para 3 (vi)(c) of Auditor''s report and Note 11-10 in
 Schedule 18 regarding non-provision of retirement benefits, since the
 number of employees becoming eligible is low, the quantum of provision
 required is expected to be marginal and will not vitiate the financial
 statements.
 
 With regard to para 3 (vi)(d) of Auditor''s report and Note II-ll.l in
 Schedule 18 regarding non provision of Deferred Tax assets as
 stipulated in AS 22 - Taxes on Income, the same has not been considered
 as the Company opines that there will not be any such instance.
 
 DIRECTORS RESPONSIBILITY
 
 In compliance with Section 217 (2AA) of the Companies Act, 1956, the
 Directors confirm that :
 
 - in the preparation of annual accounts the applicable Accounting
 Standards have been followed, along with proper explanation wherever
 necessary.
 
 - the Accounting Policies selected and applied on a consistent basis,
 give a true and fair view of the affairs of the Company and of the loss
 for the financial year;
 
 - proper and sufficient care has been taken for the maintenance of
 adequate accounting records in accordance with the provisions of the
 aforesaid Act for safeguarding the assets of the Company and for
 prevention and detection of fraud and other irregularities;
 
 - the Annual Accounts have been prepared on a going concern basis.
 
 PARTICULARS OF EMPLOYEES
 
 No employee of the Company was paid remuneration in excess of limits
 prescribed under section 217 (2A) of the Companies Act, 1956, read with
 the relevant Rules as amended.
 
 INDUSTRIAL RELATIONS
 
 Your Company continues to maintain harmonious and cordial relations
 with its workers.
 
 CORPORATE GOVERNANCE
 
 A detailed report on this subject forms part of this Report.
 
 CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
 EARNINGS AND OUTGO
 
 The Statement pursuant to Section 217 (1) (e) of the Companies Act 1956
 read with Companies (Disclosure of Particulars in the Report of the
 Board of Directors) Rules 1988 is given in the annexure forming part of
 this Report
 
 ACKNOWLEDGEMENT
 
 Your Directors would like to place on record their appreciation and
 gratitude to the Company''s members for their support and confidence.
 Your Company is grateful for the co-operation and continued support
 extended by the Central Government, State Governments, Banks,
 Government Bodies, Departments, etc. The Directors also express their
 appreciation for the support and contribution by the employees at all
 levels.
 
                                               (By Order of the Board) 
 
                                                For NEPC India Limited
 
 Place: Chennai                                    Ravi Prakash Khemka
 
 Date : 29-07-2011                                            Chairman