Hinduja Foundries Ltd Merged Management Discussions

Annexure D to the Directors Report

Foundry Industry

The Indian foundry industry manufactures castings for applications in Auto, Tractor, Railways, Machine tools, Defence , Earth Moving /Textile / Cement / Electrical / Power machinery, Pumps / Valves etc.

It is estimated to have a total turnover of about Rs.1,00,000 crores with export approximately Rs.15,000 crores and an annual output of 10.021 Million MT of various grades of Castings as per International standards.

Of these, Grey iron castings have the major share i.e. approximately 60% of total castings produced. There are approximately 5000 units out of which 90% can be classified as MSMEs out of which approximately 1500 units have some International Quality Accreditation. Several large Indian foundries are modern & globally competitive with efficient Induction Furnaces and growing awareness about environment & energy conservation.

Overall the industry has had a CAGR of about 9% over the last eight years. Exports were growing at about 25% annually till 2011 after which the global downturn has affected exports quite badly.

Demand for Foundry products, especially in the sectors Hinduja Foundries operates in has seen adverse impact of successive bad monsoons affecting demand from Tractor and Farm Equipment OEMs, changing diesel policy affecting Passenger vehicle demand and lower demand from Commercial Vehicle sector owing to lower manufacturing and mining activity.

Indian Economy

Economic growth in India accelerated in Fiscal Year 2015 although there was a double-digit decline in exports. It was projected to dip marginally in FY 2016 due to a slowdown in public investment, stressed corporate balance sheets, and declining exports, then pick up in FY 2017 as newly strengthened bank and corporate finances allow a revival in investment. Notwithstanding unexpected delays in enacting some economic reform, the prospects for continued rapid growth are undiminished.

Selected economic indicators (%) - India	2015	2016 Forecast	2017 Forecast
GDP Growth	7.6	7.4	7.8
Inflation	5.0	5.4	5.8
Current Account Balance (share of GDP)	-1.3	-1.6	-1.8

Source: Asian Development Outlook 2016

Economic performance

The Government estimated the economy growing at 7.6% in FY 2015 (ending March 31, 2016), marginally above the forecast of 7.4% made in mid 2015.

Despite a weak monsoon for a second consecutive year, agriculture grew by 1.1% in 2015-16, mainly on strong growth in livestock. Food grain production is estimated to have increased by 0.5% in FY 2016, though there was lower production of rice, coarse cereals, oilseeds, and sugarcane.

After growing by 5.9% in 2014-15, industry accelerated further to 7.3% in 2015-16. Expansion in services moderated to 9.2%. Private consumption growth is estimated to have picked up to 7.6% in 2015-16 from 6.2% a year earlier. Much of the improvement in private consumption stems from a pickup in urban consumption, while rural consumption has remained subdued as a result of two consecutive weak monsoons. Government consumption growth also stayed muted as the Central Government boosted capital expenditure and curtailed current expenditure. A 20.9% increase in capital expenditure undertaken by the Central Government helped investment growth improve to 5.3% from 4.9% in FY 2014. However, private investment remained weakened by over capacity and Indian corporations debt overhang.

Lower commodity prices and anemic global demand weighed on exports, which contracted by 18.0% in 2015-16.

Economic prospects

While public investment and urban consumption were the major drivers of growth in 2015-16, a revival of private investment and rural consumption is critical if growth is to remain strong in 2016 and 2017, given the likely sluggish recovery in the advanced economies and the anemic outlook for global trade.

Growth is projected at 7.4% in 2016-17, marginally lower than the 7.6% achieved in FY 2015 as the expected decline in external demand offsets a pickup in domestic demand. Moreover, the weak balance sheets of public sector banks will hamper lending and growth prospects. Growth is expected to pick up a bit to 7.8% in FY 2017, helped by the governments strengthening of public sector banks capital and operations, private investment benefitting from corporate de-leveraging, the financing of stalled projects, and an uptick in bank credit.

Indian Automotive Industry

The Indian auto industry is one of the largest in the world accounting for 7.1 per cent of the countrys Gross Domestic Product (GDP). As of FY 2014-15, around 31 per cent of small cars sold globally are manufactured in India.

The Two Wheelers segment with 81 per cent market share is the leader of the Indian Automobile market owing to a growing middle class and a young population. Moreover, the growing interest of the companies in exploring the rural markets further aided the growth of the sector. The overall Passenger Vehicle (PV) segment has 13 per cent market share.

India is also a prominent auto exporter and has strong export growth expectations for the near future. In April-January 2016, exports of Commercial Vehicles registered a growth of 18.36 per cent over the same period in the previous year. In addition, several initiatives by the Government of India and the major automobile players in the Indian market are expected to make India a leader in the Two Wheeler (2W) and Four Wheeler (4W) market in the world by 2020.

Market Size

Domestic sales of Passenger Vehicles grew by 7.24 per cent in April-March 2016 over the same period last year. Within the Passenger Vehicles, Passenger Cars rose by 7.87 per cent, during the same period. The domestic sales of Commercial Vehicles increased by 11.51 per cent in April-March 2016 over the same period last year. Sales of Medium & Heavy Commercial Vehicles (M&HCVs) increased at 29.91 per cent.

Investment in auto sector

Several auto makers have started investing heavily in various segments of the industry during the last few years to leverage on the low cost manufacturing and engineering advantages of India. The industry attracted Foreign Direct Investment (FDI) worth US$ 14.32 billion during the period April 2000 to December 2015, according to data released by Department of Industrial Policy and Promotion (DIPP).

The Government of India encourages foreign investment in the automobile sector and allows 100 per cent FDI under the automatic route. Government of India also aims to make automobiles manufacturing the main driver of Make in India initiative, as it expects passenger vehicles market to triple to 9.4 million units by 2026, as highlighted in the Auto Mission Plan (AMP) 2016-26.

In the Union budget of 2015-16, the Government announced credit of Rs 850,000 crore (US$ 124.71 billion) to farmers, which is expected to boost the tractors segment sales

The Automobile Mission Plan (AMP) for the period 2006-2016, designed by the Government is aimed at accelerating and sustaining growth in this sector. Also, the well-established Regulatory Framework under the Ministry of Shipping, Road Transport and Highways, plays a part in providing a boost to this sector.

Indias automotive industry is one of the most competitive in the world with almost 97% indigenous content.

The Indian automotive sector has the potential to generate up to US$ 300 billion in annual revenue by 2026, create 65 million additional jobs and contribute over 12 per cent to Indias Gross Domestic Product, as per the Automotive Mission Plan 2016-26 prepared jointly by the Society of Indian Automobile Manufacturers (SIAM) and Government.

Operational and Financial Performance of the company

Net sales for the 18 months period October 2014 to March 2016 was Rs. 83,858 Lakhs as compared to Rs. 99,310 Lakhs during the 18 months period April 2013 to September 2014, a fall of 15.6%. The reduction was on account of discontinuation of manufacturing activity at Hyderabad and severe contraction of demand from the tractor segment which comprised over 55 % of the companys business. Input prices were erratic during the period. There was an increase in Finance Costs mainly due to additional funding raised to meet VRS expenses and restructuring costs. Net loss before Interest and Depreciation were about 39% lower than the previous period due to improved operational performance and cost reduction achieved by restructuring the business.

Net loss before tax during this 18 months period was Rs. 39,425 Lakhs, including exceptional items of Rs. 13,651 Lakhs, compared to Rs. 26,244 Lakhs including exceptional items of Rs. 1,130 Lakhs during the 18 month period April 2013 to September 2014.

Operational and Financial Performance

The company achieved gross production of 113,086 MT and sales of 102,018 MT in 18 months period from October 2014 to March 2016 compared to gross production of 137,152 MT and sales of 125,391 MT in the 18 months period April 2013 to September 2014. The sharp fall in demand from the Tractor and Farm Equipment sector, were not fully offset by the recovery in M&HCV Segment and the passenger car segment. Demand from OEMs was stagnant due to bleak export prospects, subdued domestic demand, and high cost of borrowings. Lack of specific support or benefits for the industry in the Union Budget of 2016 restrained the full recovery of the industry.

During the period under review, the company consolidated its position among its major customers improving share of business, working with them on VA/VE projects and participating in a number of new product development programs. Debottlenecking of capacity at Sriperumbudur facility to cater to much higher demand with moderate amounts of additional capital expenditure has been a focus area. More flexibility in the various production lines is being worked upon to enable cater to additional volumes of business and new business opportunities. The capabilities of the machine shop are being increased with the help of engineering solutions and innovation.

Cost reduction through procurement, consumption control ,specific cost reduction initiatives and better shop floor management are receiving considerable attention and the impact of these will be seen in the current period. The benefits of the increased productivity, manpower right sizing, redeployment and outsourcing have started accruing to the Company.

The VRS and consequent discontinuation of business at the Ductron Casting unit at Hyderabad was completed in this period. Further, about 329 workmen at Ennore unit availed the VRS package during this period. Long Term wage agreements were concluded with concomitant productivity improvements in both Ennore and Sriperumbudur units

Human Resources and Industrial Relations

The Company has been successful in establishing positive relationship with employees, with focus on achieving higher productivity and quality norms. This is demonstrated by long term wage cum productivity settlement amicably concluded at both the units namely Ennore and Sripeumbudur with the support of employees. Continued capability and skill up-gradation through structured training and development is an ongoing priority of the Organisation.

All these efforts have led to a very stable and conducive work environment in both the plants and paves way for the future growth.

The board acknowledges strong commitment and on-the-ground efforts of all the employees towards the growth of the organisation.

Internal Control Systems and their Adequacy

The company has a robust internal audit system covering all aspects of operations and management. This is done with the assistance of an in house team supplemented with external domain experts. The findings and recommendations of the function are reviewed continuously at the highest levels of the organisation for corrective action and implementation. The company has also engaged the services of International audit and consultancy firms to review the Internal Financial controls and Internal controls for Financial reporting. Areas of improvement have been highlighted and are being implemented in a time bound manner.

Enterprise Risk Management Risk management has been institutionalized as an integral part of management. A Risk Management Committee has formed to oversee the responsibilities with regard to Enterprise Risk Management and is accountable to the Board of Directors.

The Company evaluates all key risks and maintains a risk matrix identifying different levels of risks in achieving the oganizational objectives. A formal assessment of the companys risk appetite is reviewed on a regular basis by the Risk Management Committee and the Board.

All business activities/investments which carry potential risks that are above the risk appetite levels will be carried on/committed only with specific approvals from Managing Director / Board, as may be appropriate.

The Company will foster a culture of spreading best practices and expertise acquired from our risk management activities, across the Organization.

Form No. MR-3

SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR (18 months) ENDED 31.03.2016.

[Pursuant to section 204(1) of the Companies Act, 2013 and rule No.9 of the Companies (Appointment and Remuneration Personnel) Rules, 2014]

To,

The Members,

M/s. Hinduja Foundries Limited

Chennai 57

We have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by Hinduja Foundries Limited (hereinafter called the "Company").

The Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing our opinion thereon.

Based on our verification of the books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of the secretarial audit, we hereby report that, in our opinion, the Company has, during the audit period covering the period 1st October 2014 to 31st March 2016, generally complied with the statutory provisions listed hereunder and also that the Company has proper Board- processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

We have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended on 31st March 2016 according to the provisions of:

(i) The Companies Act, 2013 (the Act) and the rules made thereunder;

(ii) The Securities Contracts (Regulation) Act, 1956 (SCRA) and the rules made thereunder;

(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;

(iv) Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings;

(v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (SEBI Act):-

(a) *The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

(b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992;

(c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009;

(d) *The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme Guidelines, 1999 / Share based employee benefits Regulations) 2014;

(e) *The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008;

(f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client;

(g) *The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009; and

(h) *The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998;

(vi) The other laws applicable specifically to the company: Nil

We have also examined whether adequate systems and processes are in place to monitor and ensure compliance with general laws like labour laws, competition laws, environment laws etc

In respect of financial laws like Tax laws, etc we have relied on the audit reports made available during our audit for us to have the satisfaction that the Company has complied with the provisions of such laws

We have also examined compliance with the applicable clauses of the following:

(i) Secretarial Standards issued by The Institute of Company Secretaries of India.

(ii) The Listing Agreement entered into by the Company with BSE & NSE for Securities.

During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above.

Note:

* Denotes "NOT APPLICABLE".

We further report that

The Board of Directors of the Company is duly constituted with proper balance of Directors, Women Director and Independent Directors. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act.

Adequate notice is given to all directors to schedule the Board meetings, agenda and detailed notes on agenda were sent in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

We further report that there are adequate systems and processes in the company commensurate with the size and operations of the company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

We further report that during the audit period the company had the following major transactions/ events:

1. The Company had issued and allotted 11,200 GDRs comprising of 134,400,000 equity shares at USD 5,351.34 per GDR amounting to Rs. 3,998.40 million to the Depositary, Bank of Newyork Mellon.

2. The Company has obtained approval from Luxembourg Stock Exchange for Listing of GDRs as aforesaid.

3. The Company has filed Form MR-2 with the Central Government seeking approval for the appointment and payment of Remuneration to the Managing Director, during the period and obtained necessary approval on 2nd May 2016 for the appointment of Mr. Markus Wermers (a foreign national of Germany) as Managing Director and CEO of the Company for the period of three years with effect from 13.08.2015 to 12.08.2018 and payment of remuneration not exceeding Rs. 1,20,00,000/- (Rupees One Crore and Twenty Lakhs only) per annum to him.

This report has to be read along with our statement furnished in Annexure A

	For B.Chitra &Co
	B. CHITRA
Place : Chennai	FCS No.:4509
Date : May 11, 2016	C P No.:2928

Annexure E to the Directors Report

Annexure A

To,

The Members,

Hinduja Foundries Limited

Chennai - 57

Dear Sir(s),

Sub.: Secretarial Audit Report for the Financial Year ended 31.03.2016

1. Maintenance of secretarial record is the responsibility of the management of the Company. Our responsibility is to express an opinion on these secretarial records based on our audit.

2. We have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the Secretarial records. The verification was done on test basis to ensure that correct facts are reflected in secretarial records. We believe that the processes and practices, we followed provide a reasonable basis for our opinion.

3. We have not verified the correctness and appropriateness of financial records and Books of Accounts of the Company.

4. Where ever required, we have obtained the Management representation about the compliance of laws, rules and regulations and happening of events etc.

5. The compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibility of the management of the Company. Our examination was limited to the verification of procedures on test basis.

6. The Secretarial Audit Report is neither an assurance as to the future viability of the Company nor of the efficacy or effectiveness with which the management has conducted the affairs of the Company.

	For B.Chitra &Co
	B. CHITRA
Place : Chennai	FCS No.:4509
Date : May 11, 2016	C P No.:2928

Annexure F to the Directors Report

FORM NO. MGT 9

EXTRACT OF ANNUAL RETURN

As on the financial year ended on 31.03.2016

Pursuant to Section 92 (3) of the Companies Act, 2013 and rule 12(1) of the Company (Management & Administration) Rules, 2014.

I. REGISTRATION & OTHER DETAILS:

1 CIN	L27104TN1959PLC003849
2 Registration Date	30-07-1959
3 Name of the Company	HINDUJA FOUNDRIES LIMITED
4 Category/Sub-category of the Company	Company limited by Shares/ Indian - non Government Company
5 Address of the Registered office & contact details	Kathivakkam High Road Ennore, Chennai 600057
	Phone : 044 - 25752103/ 044 - 42016742
	Fax :044 - 25750390/ 044 - 42021443
	E-Mail : secretarial@hindujafoundries.com
6 Whether listed company Yes/No	Yes
7 Name, Address & contact details of the Registrar & Transfer Agent, if any.	M/s Integrated Enterprises (I) Ltd II Floor, "Kences Towers", No.1, RamaKrishna Street, Off North Usman Road, T Nagar, Chennai 600 017
	Ph: 044-28140801 -03
	Fax : 044-28142479
	E-Mail : corpserv@integratedindia.com

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY:

(All the business activities contributing 10 % or more of the total turnover of the company shall be stated)

S. No.	Name and Description of main products / services	NIC Code of the Product/service	% to total turnover of the company
1	Casting of iron and steel	2431	100

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES :

S. No.	Name and address of the Company	CIN/GLN	Holding/ Subsidiary/ Associate	% of shares held	Applicable Section
1	NIL

IV. SHARE HOLDING PATTERN: (Equity share capital breakup as percentage of total equity)

(i) Category - wise Share Holding

	No. of shares held at the beginning of the year				No. of shares held at the end of the year				%
Category of Shareholder	Demat	Physical	Total	% of Total Shares	Demat	Physical	Total	% of Total Shares	Change during the year
A Shareholding of Promoter and Promoter Group
(1) Indian
a Individual/Hindu Undivided Family	-	-	-	-	-	-	-	-	-
b Central Government/State Government	-	-	-	-	-	-	-	-	-
c Bodies Corporate	5,405,793	-	5,405,793	7.57	5,405,793	-	5,405,793	7.57	0.00
d Financial Institutions/Banks
e Any other(specify)
SUB TOTAL A(l)	5,405,793	-	5,405,793	7.57	5,405,793	-	5,405,793	7.57	0.00
(2) Foreign
a Individual (Non resident/ foreign)	-	-	-	-	-	-	-	-	-
b Bodies corporate	32,633,057	-	32,633,057	45.68	32,633,057	-	32,633,057	45.68	0.00
c Institutions	-	-	-	-	-	-	-	-	-
d Qualified Foreign Investor	-	-	-	-	-	-	-	-	-
e Any other(specify)	-	-	-	-	-	-	-	-	-
SUB TOTAL A(2)	32,633,057	-	32,633,057	45.68	32,633,057	-	32,633,057	45.68	0.00
Total Shareholding of promoter and Promoter Group(A)=A(l)+A(2)	38,038,850	-	38,038,850	53.25	38,038,850	-	38,038,850	53.25	0.00
B Public Shareholding
(1) Institutions
a Mutual funds/UTI	-	4,001	4,001	0.01	-	4,001	4,001	0.01	0.00
b Financial Institutions/Banks	10	-	10	0.00	10	-	10	0.00	0.00
c Central Government/State Government	-	-	-	-	-	-	-	-	-
d Venture Capital Funds	-	-	-	-	-	-	-	-	-
e Insurance Companies	-	-	-	-	-	-	-	-	-
f Foreign Institutional Investors	29,053,816	-	29,053,816	40.67	12,322,679	-	12,322,679	17.25	0.00
g Foreign Venture Capital Investors	-	-	-	-	-	-	-	-	-
h Qualified Foreign Investor	-	-	-	-	-	-	-	-	-
i Any other(specify)	-	-	-	-	-	-	-	-	-
SUB TOTAL B(l)	29,053,826	4001	29,057,827	40.68	12,322,689	4,001	12,326,690	17.26	-23.42
(2) Non-Institutions
a Bodies Corporate (Indian)	1,583,371	2,948	1,586,319	2.22	1,155,784	2,948	1,158,732	1.62	0.00
b lndividuals(Resident/NRI/ Foreign National)	-	-	-	-	-	-	-	-	-
(Rs.) Individual shareholders holding Nominal share Capital upto Lakh	1,450,844	243,079	1,693,923	2.37	1,622,387	233,969	1,856,356	2.60	0.00
(ii) Individual shareholders holding Nominal share Capital above Lakh	1,034,103	-	1,034,103	1.45	1,260,377	-	1,260,377	1.76	0.00
c Qualified Foreign Investor
d Any other(specify)
Clearing Member	22,413	-	22,413	0.03	1,186,763	-	1,186,763	1.66	0.00
Trust	141	-	141	0.00	391	-	391	0.00	0.00
Foreign Portfolio Investor - Corporate 2	-	-	-	-	5,005,417	-	5,005,417	7.00	0.00
Foreign Portfolio Investor - Corporate 3	-	-	-	-	10,600,000	-	10,600,000	14.83	0.00
SUB TOTAL B(2)	4,090,872	246,027	4,336,899	6.07	20,831,119	236,917	21,068,036	29.49	23.42
Total Public Share Holding (B)=B(1)+B(2)	33,144,698	250,028	33,394,726	46.75	33,153,808	240,918	33,394,726	46.75	0.00
TOTAL (A)+(B)	71,183,548	250,028	71,433,576	100.00	71,192,658	240,918	71,433,576	100.00	0.00
C Shares held by Custodians and against which Depository Receipts have been issued	1,221,000	-	1,221,000	0.00	135,621,000	-	135,621,000	0.00	0.00
GRAND TOTAL (A)+(B)+(C)	72,404,548	250,028	72,654,576	0.00	206,813,658	240,918	207,054,576	0.00	0.00

(ii) Shareholding of Promoters

		Shareholding at the beginning of the year			Shareholding at the end of the year
SI. No.	Shareholders Name	No. of Shares	% of total shares of the Company	% of Shares Pledged / encumbered to total shares	No. of Shares	% of total shares of the Company	% of Shares Pledged / encumbered to total shares	% Change during the year
1	HINDUJA FOUNDRIES HOLDING LIMITED	17,818,448	24.94	0.00	17,818,448	24.94	-	0.00
2	HINDUJA AUTOMOTIVE LIMITED	14,814,609	20.74	0.00	14,814,609	20.74	-	0.00
3	ASHOK LEYLAND LIMITED	5,405,793	7.57	0.00	5,405,793	7.57	-	0.00

(iii) Change in Promoters Shareholding

		Shareholding at the beginning of the year		Cumulative Shareholding during the year
SI. No.	Shareholders Name	No. of Shares	% of total shares of the Company	No. of Shares	% of total shares of the Company
1	At the beginning of the year	38,038,850	53.25	-	0.00
2	Date wise Increase / Decrease in Promoters Share holding during the year	-	-	-	-
3	At the End of the year	38,038,850	53.25	38,038,850	53.25
	HENCE THERE IS NO CHANGE IN PROMOTERS HOLDING

(iv) Shareholding Pattern of top ten Shareholders (other than Directors, Promoters and Holders of GDRs and ADRs):

		Shareholding at the beginning of the year		Cumulative Shareholding during the year
Sl. No.	Shareholders Name	No. of Shares	% of total shares of the Company	No. of Shares	% of total shares of the Company
1	LTS INVESTMENT FUND LTD
	PAN :AACCL0500F
	Opening Balance as on 01/10/2014	7,100,000	9.94
	Closing Balance as on 31/03/2016			7,100,000	9.94
2	CPCI (MAURITIUS) LTD
	PAN :AAFCC1742D
	Opening Balance as on 01/10/2014	7,000,000	9.80
	Closing Balance as on 31/03/2016			7,000,000	9.80
3	BRIDGE INDIA FUND
	PAN :AADCC3273B
	Opening Balance as on 01/10/2014	5,222,679	7.31
	Closing Balance as on 31/03/2016			5,222,679	7.31
4	ALBULA INVESTMENT FUND LTD
	PAN :AAHCA3597Q
	Opening Balance as on 01/10/2014	5,005,417	7.00
	Closing Balance as on 31/03/2016			5,005,417	7.01
5	NEW LEAINA INVESTMENTS LIMITED
	PAN :AABCF3805G
	Opening Balance as on 01/10/2014	3,600,000	5.04
	Closing Balance as on 31/03/2016			3,600,000	5.04
6	AFRIN DIA
	PAN :AAKCA5505F
	Opening Balance as on 01/10/2014	1,125,720	1.58
	31/03/2016	-1,125,720	-1.58	0	0.00
	Closing Balance as on 31/03/2016			0	0.00
7	INDO INVEST VISION LIMITED
	PAN :AABCI0645R
	Opening Balance as on 01/10/2014	536,397	0.75
	2/1/2015	45,775	0.06	582,172	0.82
	9/1/2015	123,679	0.17	705,851	0.99
	16/01/2015	2,500	0.00	708,351	0.99
	6/3/2015	-6,198	-0.01	702,153	0.98
	24/04/2015	-1,232	-0.00	700,921	0.98
	01/05/2015	-687	-0.00	700,234	0.98
	11/09/2015	-700,234	-0.98	0	0.00
	Closing Balance as on 31/03/2016			0	0.00
8	BHARAT JAYANTILAL PATEL
	PAN :AAAPP6652R
	Opening Balance as on 01/10/2014	380,662	0.53
	21/11/2014	-99,300	-0.14	281,362	0.39
	Closing Balance as on 31/03/2016			281,362	0.39
9	AMLUCKIE INVESTMENT COMPANY LTD.
	PAN :AACCA6749H
	Opening Balance as on 01/10/2014	308,550	0.43
	31/12/2014	-46,912	-0.07	261,638	0.37
	2/1/2015	-83,000	-0.12	178,638	0.25
	9/1/2015	-44,000	-0.06	134,638	0.19
	Closing Balance as on 31/03/2016			134,638	0.19
10	EVERETT CONSULTANTS PVT. LTD.
	PAN :AAACE6068R
	Opening Balance as on 01/10/2014	211,085	0.30
	10/10/2014	6,729	0.01	217,814	0.31
	31/10/2014	-1,618	-0.00	216,196	0.30
	7/11/2014	-990	-0.00	215,206	0.30
	14/11/2014	-16,840	-0.02	198,366	0.28
	21/11/2014	-4,000	-0.01	194,366	0.27
	28/11/2014	1,100	0.00	195,466	0.27
	12/12/2014	6,758	0.01	202,224	0.28
	27/03/2015	-50,000	-0.07	152,224	0.21
	26/06/2015	-500	-0.00	151,724	0.21
	30/06/2015	-491	-0.00	151,233	0.21
	03/07/2015	-5,482	-0.01	145,751	0.20
	10/07/2015	-8,552	-0.01	137,199	0.19
	17/07/2015	-5,000	-0.01	132,199	0.19
	31/07/2015	-4,488	-0.01	127,711	0.18
	14/08/2015	-1,000	-0.00	126,711	0.18
	28/08/2015	-7,429	-0.01	119,282	0.17
	04/09/2015	-3,957	-0.01	115,325	0.16
	11/09/2015	-20,000	-0.03	95,325	0.13
	18/09/2015	-25,000	-0.04	70,325	0.10
	25/09/2015	490	0.00	70,815	0.10
	06/11/2015	400	0.00	71,215	0.10
	11/12/2015	1,000	0.00	72,215	0.10
	31/12/2015	7,392	0.01	79,607	0.11
	08/01/2016	3	0.00	79,610	0.11
	15/01/2016	643	0.00	80,253	0.11
	22/01/2016	-3,242	-0.01	77,011	0.11
	11/03/2016	-47,340	-0.07	29,671	0.04
	18/03/2016	-15,202	-0.02	14,469	0.02
	25/03/2016	-10,000	-0.01	4,469	0.01
	Closing Balance as on 31/03/2016			4,469	0.01
11	MINDSET TECHNOLOGIES PVT. LTD.
	PAN :AADCM0038N
	Opening Balance as on 01/10/2014	170,141	0.24
	9/1/2015	-5,457	-0.01	164,684	0.23
	16/01/2015	-4,684	-0.01	160,000	0.22
	23/01/2015	-6,332	-0.01	153,668	0.22
	30/01/2015	-39,760	-0.06	113,908	0.16
	6/2/2015	-7,070	-0.01	106,838	0.15
	13/02/2015	-6,838	-0.01	100,000	0.14
	20/02/2015	-100,000	-0.14	0	0.00
	Closing Balance as on 31/03/2016			0	0.00
12	AKASH BHANSHALI
	PAN :AADPB5433H
	Opening Balance as on 01/10/2014	126,612	0.18
	13/03/2016	-4,200	-0.01	122,412	0.17
	Closing Balance as on 31/03/2016			122,412	0.17

(v) Shareholding of Directors and Key Managerial Personnel (KMP) :

		Shareholding at the beginning of the year		Cumulative Shareholding during the year
Sl. No.	For each of the Directors of the Company and KMP	No. of Shares	% of total shares of the Company	No. of Shares	% of total shares of the Company
	Directors
1	DOVETON JAGANNATHRAO BALAJI RAO
	PAN :AADPD2835K
	Opening Balance as on 01/10/2014	290	0.00
	Closing Balance as on 31/03/2016			290	0.00
2	VIJAY P VAID
	PAN :AABPV3676L
	Opening Balance as on 01/10/2014	0	0.00
	20/02/2015	1,500	0.00
	27/02/2015	1,000	0.00	2,500	0.01
	20/03/2015	1,500	0.00	4,000	0.01
	17/04/2015	500	0.00	4,500	0.01
	01/05/2015	580	0.00	5,080	0.01
	25/09/2015	6,000	0.01	11,080	0.02
	11/12/2015	-11,080	-0.02	0	0.00
	Closing Balance as on 31/03/2016			0	0.00
3	S RAGOTHAMAN *
	PAN :AAFPR6833B
	Opening Balance as on 01/10/2014	5,000	0.01
	Closing Balance as on 31/03/2016			5,000	0.01
	* Date of Cessation 18/11/2015
	Other KMPs
1	MARKUS WERMERS
	PAN :ADLPW4594R
	Opening Balance as on 01/10/2014	-	-	-	-
	Closing Balance as on 31/03/2016	-	-	-	-
2	K R RAVI SHANKAR
	PAN :AEMPR5902A
	Opening Balance as on 01/10/2014	-	-	-	-
	Closing Balance as on 31/03/2016	-	-	-	-
3	S VENKATASUBRAMANIAN
	PAN :AAEPV8785B
	Opening Balance as on 01/10/2014	-	-	-	-
	Closing Balance as on 31/03/2016	-	-	-	-

V. INDEBTEDNESS

Indebtedness of the Company including interest outstanding/accrued but not due for payment.

(Amt. Rs./Lakhs)

Particulars	Secured Loans excluding deposits	Unsecured Loans	Deposits	Total Indebtedness
Indebtedness at the beginning of the financial year
i) Principal Amount	59,830.98			59,830.98
ii) Interest due but not paid	-			-
iii) Interest accrued but not due	342.53			342.53
Total (i+ii+iii)	60,173.51	-	-	60,173.51
Change in Indebtedness during the financial year
* Addition	27,921.95	99.44		28,021.39
* Reduction	41,819.39			41,819.39
Net Change	(13,897.43)	99.44	-	(13,797.99)
Indebtedness at the end of the financial year
i) Principal Amount	45,933.54	99.44		46,032.98
ii) Interest due but not paid	-			-
iii) Interest accrued but not due	278.63			278.63
Total (i+ii+iii)	46,212.17	99.44	-	46,311.61

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL :

A. Remuneration to Managing Director, Whole-time Directors and/or Manager:

Sl. No.	Particulars of Remuneration	Name of MD/WTD/ Manager		Total Amount (/Lakhs)
	Name	G R V Rajan	Markus Wermers
	Designation	Managing Director	Managing Director
	Gross salary
	(a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961	41.86	83.27	125.13
1	(b) Value of perquisites u/s 17(2) Income-tax Act, 1961	5.24	36.73	41.97
	(c) Profits in lieu of salary under section 17(3) Income- tax Act, 1961			-
2	Stock Option			-
3	Sweat Equity			-
	Commission			-
4	- as % of profit			-
	- others, specify			-
5	Others, please specify			-
	Total(A)	47.10	120.00	167.10
	Ceiling as per the Act	Limits as prescribed under Schedule V or approval as received

B. Remuneration to other Directors

SI. No.		Name of Directors						Total Amount (Rs./Lakhs)
	Particulars of Remuneration	Mr. S Ragothaman	Mr. Vijay Vaid	D J Balaji Rao	Mr. Sridhar Venkiteswaran	Mrs. Mohana Srinivasan	Ms. Bhumika Batra
	Independent Directors
1	Fee for attending board committee meetings / Committee meeting	1.20	2.00	4.40	2.40	3.00	2.40
	Commission		-		-		-	-
	Others, please specify							-
	Total(1)	1.20	2.00	4.40	2.40	3.00	2.40	15.40
	Other Non-Executive Directors	Mr.Sridharan Kesavan	Mr. T Anantha Narayanan					-
2	Fee for attending board committee meetings	2.40	5.00
	Commission							-
	Others, please specify							-
	Total(2)	2.40	5.00				-	7.40
	Total (B)=(l+2)							22.80
	Total Managerial Remuneration
	Overall Ceiling as per the Act

Note : Mr. R Seshasayee, Mr. Dheeraj G Hinduja, Dr. C Bhaktavatsala Rao and Mr. Sudhanshu K Tripathi have waived sitting fees payable to them.

C. Remuneration to Key Managerial Personnel

SI. No.	Particulars of Remuneration	Name of Key Managerial Personnel			Total Amount (Rs./Lakhs)
	Name	Markus Wermers	K R Ravishankar	S.Venkatasubramanian
	Designation	MD & CEO	CFO	CS
	Gross salary
1	(a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961	12.57	75.42	27.25	115.24
	(b) Value of perquisites u/s 17(2) Income-tax Act, 1961	4.82	7.55	-	12.38
	(c) Profits in lieu of salary under section 17(3) Income- tax Act, 1961				-
2	Stock Option				-
3	Sweat Equity				-
	Commission				-
4	- as % of profit				-
	- others, specify				-
5	Others, please specify				-
	Total(A)	17.39	82.97	27.25	127.61

VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES:

A. Remuneration to Managing Director, Whole-time Directors and/or Manager:

Particulars of Remuneration	Section of the Companies Act	Brief Description	Details of Penalty / Punishment/ Compounding fees imposed	Authority [RD / NOT/ COURT]	Appeal made, if any (give Details)
A. COMPANY
Penalty
Punishment			NIL
Compounding
B. DIRECTORS
Penalty
Punishment			NIL
Compounding
C. OTHER OFFICERS IN DEFAULT
Penalty
Punishment			NIL
Compounding

Disclosure pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 :

SL. No.	NAME	AGE (Years)	DESIGNATION	REMUNERATION ? in Lakhs	QUALIFICATION	TOTAL EXPERIENCE (YEARS)	DATE OF COMMENCEMENT OF EMPLOYMENT	LAST EMPLOYMENT HELD
1	Mr. GRV Rajan	56	Managing Director & CEO	47.10	Bachelor of Technology from Indian Institute of Technology, Varanasi and Post-graduate Diploma in Management from Indian Institute of Management, Ahmedabad	30	July 17, 2013	President - Energy Business at M/s. Sundaram Clayton Limited
2	Mr. Markus Wermers	50	Managing Director & CEO	137.39	Graduation in engineering at Cologne University and the executive program from Stephen M Ross School of Business of University of Michigan.	24	February 1, 2015	Senior Vice President, Chief Procurement Officer and Member of the CEO Staff of Federal Mogul Corporation
3	Mr. Joseph Peeris	43	VP-HR	61.83	Master of Social Works - HR	19	June 1, 2015	Vice President in Vedanta Resources pic.
4	Dr. George Karl Otto Roth	52	Chief Operating Officer	112.96	Doctorate in Engineering Metallurgy	27	January 12, 2015	Worked with Wehrstapel Foundry of M Busch GmbH
5	Mr. K R Ravi Shankar	52	Chief Financial Officer	82.97	B.Com (Hons); ACA	28	November 5, 2012	Sr General Manager Finance and Accounts of Orchid Pharmacutials Limited Chennai

Notes:

1. Remuneration shown above is subject to tax and comprises salary, allowances, medical benefits, leave travel assistance as applicable in accordance with the Companys Rules, companys contribution to provident fund and superannuation fund, gratuity entitlement and perquisites evaluated as per Income Tax Rules.

2. Mr. GRV Rajans appointment is contractual. No severance fee is payable to him.

3. The Company has no stock options scheme in force.

4. Mr. GRVRajan is not a relative of any Director of the Company

5. Mr. GRV Rajan resigned on March 11, 2015

6. Mr. Markus Wermers appointed as Managing Director with effect from August 13, 2015

Annexure H to the Directors Report

FORM NO. AOC-2

(Pursuant to clause (h) of sub-section (3) of Section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014)

Form for disclosure of particulars of contracts/arrangements entered into by the Company with related parties referred to in sub-section (1) of Section 188 of the Companies Act, 2013 including certain arms length transactions under third proviso thereto:

1. Details of contracts or arrangements or transactions not at arms length basis: NIL

a) Name(s) of the related party and nature of relationship: NIL

b) Nature of contracts/arrangements/transactions: NIL

c) Duration of the contracts / arrangements/transactions: NIL

d) Salient terms of the contracts or arrangements or transactions including the value, if any: NIL

e) Justification for entering into such contracts or arrangements or transactions: NIL

f) Date(s) of approval by the Board: NIL

g) Amount paid as advances, if any: NIL

h) Date on which the special resolution was passed in general meeting as required under first proviso to Section 188: NIL

2. Details of material contracts or arrangements or transactions at arms length basis:

a) Name of the related party and nature of relationship:

- Ashok Leyland Wind Energy Limited, India - Associate Company (upto January 5, 2015)

- Hinduja Automotive Limited, UK- Promoter Company (upto January 29, 2014)

- Key Managerial Personnel :

Mr. GRV Rajan Managing Director & CEO (from July 17, 2013 to March 11, 2015)

Mr. Markus Wermers, Managing Director & CEO (CEO February 1, 2015 to August 12, 2015 &

MD from August 13, 2015)

Mr. K R Ravi Shankar, Chief Financial Officer Mr. S Venkatasubramanian, Company Secretary.

b) Nature of transaction:

- Purchase of Wind Power

- Initial subscriber to equity share capital

- Managerial Remuneration

c) Duration of transaction: One time transaction.

d) Salient terms of the transaction including the value, if any:

- Purchase of wind power as permitted by Regulations - Ashok Leyland Wind Energy Limited - Rs.306 Lakhs

- Initial subscriber to equity share capital - Hinduja Automotive Limited, UK - Rs.39,984 Lakhs

- Managerial Remuneration - Key managerial personnel - Rs. 294.71 Lakhs

e) Date of approval by the Board, if any: Nil

f) Amount paid as advances, if any: NIL.

	By Order of the Board
Place : Chennai	Dheeraj G. Hinduja
Date : May 11, 2016	Chairman