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RAMeo WINDFARMS LIMITED

ANNUAL REPORT

2014-2015

RAMeo WINDFARMS LIMITED

Board of Directors

SHRI.A.V.DHARMAKRISHNAN

SHRI.K.SELVANAYAGAM

SHRI.S.VAITHIYANATHAN

Registered Office

IIAuras Corporate Centre"98-A, Dr.Radhakrishnan Road, MylaporeChennai - 600 004, Tamil Nadu

Corporate Identity Number

U40109TN2013PLC093905

Auditors

M/s.M.S.Jagannathan & N.KrishnaswamiChartered AccountantsUnit-5, Ground Floor, Abirami ApartmentsNo.14, VOC Road, CantonmentTiruchirappalli - 620 001.

Bankers

HDFCBank Limited

Contents

Notice to the Members

Directors' Report

Auditor's Report

Balance Sheet

Statement of Profit & Loss

Cash Flow Statement

Notes forming part ofFinancial Statements

RAMCO WINDFARMS LIMITED"AURAS CORPORATE CENTRE", 98-A, DR.RADHAKRISHNAN ROAD,

MVLAPORE, CHENNAI- 600004.

NOTICE TO THE MEMBERS

Notice is hereby given that the 2nd Annual General Meeting of the Companywill be held at 11.00 A.M. on Friday, the 4th September 2015 at the RegisteredOffice of the Company at "Auras Corporate Centre", No:98-A,Dr.Radhakrishnan Road, ,Mylapore, Chennai - 600 004 to transact thefollowing business:

ORDINARY BUSINESS

1. To consider and- pass the following Resolution, as an ORDINARYRESOLUTION:

"RESOLVEDthat the Directors' Report and the Company's Statement ofProfit and Loss for the year ended 31st March 2015, Balance Sheets as atthat date and Cash Flow Statement for the year ended on that date andthe Auditor's Reports thereon be and are hereby considered andadopte'd."

2. To consider and pass the following Resolution, as an ORDINARYRESOLUTION:

"RESOLVEDthat ShrLA.V.Dharmakrishnan (DIN: 00693181), who retiresby rotation, be and is hereby elected as Director of the Company."

3. To consider and pass the following Resolution, as an ORDINARYRESOLUTION:

"RESOLVEDTHAT in terms of section 139 and other applicable provisionsof the Companies Act, 2013 and the rules made thereunder, theappointment of M/s.M.S.Jagannathan & N.Krishnaswami, CharteredAccountants, holding Firm Registration No: 0012085, as Auditors of theCompany for the second consecutive year, viz. from the conclusion ofthis Annual General Meeting till the conclusion of next Annual GeneralMeeting, out of their term of five consecutive years as approved at theAnnual General Meeting held on 20-08-2014, be and is hereby ratified."

NOTES:

(i) A member entitled to attend and vote at the meeting is entitled toappoint a Proxy to attend and vote instead of himself and the Proxyneed not be a Member of the Company.

(ii) Proxy Form is enclosed. Proxies in order to be effective must be receivedat the Registered Office of the Company not less than 48 hours beforethe commencement of the Meeting.

CHENNAI29.05.2015

By Order of the Board,For RAMCO WINDFARMS LIMITED,

A.V.DHARMAKRISHNANDIRECTOR

ADDITIONAL INFORMATION ON DIRECTORS SEEKING RE-ELECTION AT THEANNUAL GENERAL MEETING

Mr .A.V. Dha rma krish na n

Mr.A.V.Dharmakrishnan, 58 years, Non Executive Director, is a member ofInstitute of Chartered Accountants of India and qualified as a CharteredAccountant in the year 1980. Mr.A.V.Dharmakrishnan has over 35 years ofprofessional experience. He is. currently the Chief Executive Officer of TheRamco Cements Limited (RCl). He joined RCl in the year 1982, has handledvarious assignments and rose to become its Chief Executive Officer.

Mr.A.V.Dharmakrishnan is also a Director in Rajapalayam Mills Limited, OntimeIndustrial Services Limited, Ramco Systems Limited, Shri Harini Media Limitedand Madurai Trans Carrier Limited. He has been on the Board of RamcoWindfarms Limited since its inception in 2013.

BOARD'S REPORT

Your Directors have pleasure in presenting their 2nd Annual Report and the AuditedAccounts of the company for the financial year ended 31st March 2015.

FINANCIAL RESULTS

31.03.2015 31.03.2014(Rs. in lakhs) (Rs. in lakhs)

1. Total Revenue 1052.98 1.08

2. Operating Profit/(Loss): Profit before 665.69 (19.79)Interest, Depreciation & Tax (PBIDT)

3. Less: Interest 329.46 0.00

4. Profit before Depreciation & Tax (PBDT) 336.23 (19.79)

5. Less: Depreciation 135.42 14.08

6. Profit before Tax 200.81 (33.87)

7. Less: Provision for Taxationa) Current Ta~ 37.36 0.00

b) Deferred Tax 66.16 (10.97)

c) Mat Credit Entitlement (37.36)

8. Net Profit after Tax ~34.65 (22.90)

9. Less: Balance Loss from last year (22.90) 0.00

10. Balance carried over to Balance Sheet 111.75 (22.90)

SHARECAPITAL

The paid up capital of the Company is RS.l,OO,OO,OOO/- consisting of 1,00,00,000 shares ofRs.1/- each.

The Company's shares are not listed in any Stock Exchange.

DIVIDEND AND TRANSFERTO RESERVES

With a view to conserve the resource? of the Company, the Directors have notrecommended dividend for the year ended 31st March 2015. No amount has been

transferred to reserves.

TAXATION

An amount of Rs.37.36 lakhs towards Current Tax and Rs.66.16 lakhs towards Deferred Taxhas been provided for the year under review. The Company's entitlement of MAT credit ofRs.37.36 lakhs has been recognised in the books during the year.

MANAGEMENT DISCUSSIONAND ANALYSISREPORT

OPERATIONS

The Company}s wind farm capacity is 33.235 MW consisting of 121 Nos. of Wind ElectricGenerators. During the year} the wind farm had generated 278.93 lakh units} which hadbeen sold to the shareholder companies @ RS.3.75 per unit} as per the details given below:

Name of the Shareholder CompanyUnits Sold- Sale Value-in lakhs Rs. in lakhs

Rajapalayam Textile Limited 62.95 236.07

Sandhya Spinning MiH Limited 29.59 110.98

Ramco Industries Limited 33.09 124.08

Sri Vishnu Shankar Mill Limited 56.11 210.40

The Ramaraju Surgical Cotton Mills Limited . 72.15 270.56

Thanjavur Spinning Mill Limited 23.49 88.11

Total 277.38 1040.20

The Company had also entered into necessary agreement with Tamil Nadu Generation andDistribution Corporation Limited (TANGEDCO)} Chennai for wheeling of P9wer from theCompany's wind farms to the shareholder companies. The power so generated would besold to the shareholder companies @ RS.3.75 per unit.

DIRECTORS

There was no change in the composition of the Board during the year. As per Article 58(ii)of Articles of Association of the Company} ShrLA.V.Dharmakrishnan} Director(DIN:00693181) retires by rotation and is eligible for re-election.

MEETINGS

During the year 5 Board Meetings were held} as per the following dates:

22.05.2014} 29.07.2014} 22.08.2014} 05.12.2014 and 27.03.2015

BOARDEVALUATION

Under Rule 8(4) of Companies (Accounts) Rules} 2014} Companies having paid-up capital ofRS.25crores or more are required to have a formal annual evaluation of the performance ofthe Board of Directors. As the Company}s paid up capital is RS.1 crare} ,the provisionsrelating to the evaluation are not applicable.

KEYMANAGERIAL PERSONNEL

Pursuant to Rule 8 of Companies (Appointment and Remuneration of Managerial Personnel)Rules, 2014, provisions relating to appointment of Key Managerial Personnel is notapplicable for the Company, as the Company's paid up share capital is less than Rs.10

crores.

Pursuant to Rule 8A of Companies (Appointment and Remuneration of ManagerialPersonnel) Rules, 2014, provisions relating to appoin~ment of Whole-time CompanySecretary is not applicable for the Company, as the Company's paid up share capital was less

than Rs.5 crores.

BORROWINGS

During the year, the Company borrowed Rs.2350.00 lakhs from HDFC Bank Limited, to fundthe acquisition of wind mills for the Company. Out of this, the amount outstanding as on, 31.03.2015 is Rs.2226.32 lakhs. The Company's fixed assets have been charged by way ofHypothecation to secure the loan from the Bank. The loan has been further secured by a.Corporate Guarantee from the Holding Company, viz. The Ramco Cements Limited.

The Company has also obtained Inter Corporate Deposit of Rs.739.50 lakhs during the yearfrom The Ramco Cements Limited, the Holding Company. The amount outstanding as on31-03-2015 is Rs.739.50 lakhs.

AUDITORS

At the Annual General Meeting held on 20.08.2014, M/s.M.S.Jagannathan &N.Krishnaswami~ Chartered Accountants, were appointed as Statutory Auditors of theCompany for five consecutive years. The matter relating to their appointment for thesecond year of theirterm is being placed before the Members for ratification at the ensuingAnnual General Meeting, in accordance with the requirements of Section 139(1) of theCompanies Act, 2013.

The Auditors have confirmed their eligibility to the effect that their reappointment, if made,would be within the prescribed limits under the Companies Act, 2013, and that they are notdisqualified for reappointment.

The report of the Statutory Auditors for the year ended 31st March 2015 does not containany qualification, reservation or adverse remark.

PUBLICDEPOSITS

The Company has not accepted any deposit from public within the meaning of Rule 2(1)(c)of Companies (Acceptance of Deposits) Rules, 2014 ..

COSTACCOUNTING RECORDSAND COSTAUDIT

The Company is engaged in generation of power from wind mills, which fall under RegulatedSectors as per Rule 3 of Companies (Cost Records and Audit) Rules, 2014. However, as theCompany's turnover is less than the threshold limits as specified in Rule 3 & 4 of the saidrules, there is no requirement to have the cost accounting records and cost audit.

RELATEDPARTYTRANSACTIONS<iJ,'

In accordance with AS-18, the details' of transactions with the related parties are set out inNote No: 27 to the Balance Sheet. There are no information to b~ provided in Form AOC-2,with regard to contracts entered into by the Company with related parties during the year.

MATERIAL CHANGESSINCE1ST APRil 2015

There have been no material changes since 1st April 2015.

RISKMANAGEMENT POLICY

Pursuant to Section 134(3)(n) of the Companies Act, 2013, the Company has developed andimplemented a Risk Management Policy. The Policy envisages identification of risk andprocedures for assessment and minimisation of risk thereof.

CORPORATESOCIALRESPONSIBiliTY

Under Section 135(1) of the Companies Act, 2013, Companies fulfilling the following criteriaare required to constitute a Corporate Social Responsibility Committee.

N,et worth of RS.500 crores or turnover of RS.l,OOOcrores or net profit exceedingRs.5 crores or more.

As the Company has not fulfilled any of the above criteria, it is not required to constitute theCSRcommittee. Accordingly, the requirement of spending 2% of the average net profits ofthe company on CSR is also not applicable, as envisaged under Section 135(5) of theCompanies Act, 2013.

FUTUREOUTLOOK

The Indian economy is expected to have a robust growth .. The various initiatives of theGovernment are expected to give a boost to industrial development. Hence, the demand. for power is expected to grow in future years. This will augur well for power generatingindustry, especially the wind farm companies, which are environment friendly.

STATUTORYINFORMATION

The Company has no information to provide, pursuant to Section 134(3){m) of theCompanies Act, 2013, relating to Conservation of Energy, Technology Absorption, Foreign

Exchange Earnings and Outgo.

In Accordance with Section 92(3) of the Companies Act, 2013, read with Rule 12(1) ofCompanies (Management and Administration) Rules, 2014, an extract of the Annual Returnin Form MGT-9 is attached herewith as Annexure -1.

The Company has no employees to report under Rule 5(2) & (3) of Companies (Appointmentand Remuneration of Managerial Personnel) Rules, 2014.

INDUSTRIALRELATIONS& PERSONNEL

The Company has 10 employees as on 31.03.2015. Industrial relations continue to be cordialand healthy. Employees at all levels are extending their full support and are activelyparticipating in the Company's operations.

DIRECTORS'RESPONSIBiliTY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013, the Directors confirm that

(a) in the preparation of the annual accounts, the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;

(b) they had selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company as at 31st March 2015 and of theprofit of the company for the year ended on that date;

(c) they had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the company and for preventing and detecting fraud and otherirregularities;

(d) they had prepared the annual accounts on a going concern basis; and

(e) they had devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.

ACKNOWLEDGEMENT

The Directors are grateful to the Holding Company] various Departments and agencies ofthe Central and State Governments for their help and co-operation. They are thankful tothe Banks for their help] assistance and guidance. The Directors wish to place on recordtheir appreciation of employees at all levels for their commitment and contribution.

On behalf of the Board of Directors]For RAMCOWINDFARMS LIMITED]

A.V.DHARMAKRISHNANDIRECTOR

CHENNAI29.05.2015

K.SELVANAYAGAMDIRECTOR

Annexure -1

Form No. MGT-9

EXTRACTOF ANNUAL RETURN

as on the financial year ended on 31st March 2015

[Pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies(Management and Administration) Rules, 2014]

I. REGISTRATIONAND OTHER DETAILS

i CIN U40109TN2013PLC093905

ii Registration Date 26-11-2013

iii Name of the Company RAMCO WINDFARMS LIMITED

iv Category / Sub-Category of the Company Public Limited Company

v Address of the Registered Office and IIAURAS CORPORATECENTRE", 5TH FLOOR,

contact details NO:98-A, DR.RADHAKRISHNAN ROAD,MYLAPORE, CHENNAI - 600 004.

vi Whether listed Company No

vii Name, Address and Contact details of Share transfer is being carried out in-

Registrar and Transfer Agent, if any house at, IIAuras Corporate Centre", 5thFloor, 98-A, Dr.Radhakrishnan Road,Mylapore, Chennai - 600 004, Tamil Nadu.Tel.: 044-2847 8666

II. PRINCIPAL BUSINESSACTIVITIESOF THE COMPANY

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

stated:

NoName and Description of main products / NIC Code of the % to total turnover

services Product / service of the Company

1Generation of Power through Non- -40108 100

conventional Sources

III. PARTICULARSOF HOLDING, SUBSIDIARYAND ASSOCIATECOMPANIES

Name and Address of theHolding / %of

ApplicableNo CIN/GLN Subsidiary / shares

Company Associate heldsection

1 The Ramco Cements Limited L26941TN1957PLC003566 Holding 71.50% 2(87)(ii)

IV. SHAREHOLDING PATIERN (Equity Share Capital Breakup as percentage of Total Equity)

i) Category-wise Shareholding

Category of No. of Shares held at the beginning of the year No. of Shares held at the end of the year %Shareholders Change

%of %of

Demat Physical Total Total Demat Physical Total Totalduring

Shares Sharesthe year

A. Promoters(1) Indiana) Individual /HUFb) CentralGovt)C) StateGovt(S)d) Bodies 10000000 10000000 100 10000000 10000000 100Corporatee) Banks/ FIf) Any otherSub-total 10000000 10000000 100 10000000 10000000 100(A)(l)(2) Foreigna) NRls-Individualsb) OtherIndividualsc) BodiesCorporated) Banks/ FIe) Any otherSub-total(A)(2)Totalshareholdingof Promoter 10000000 10000000 100 10000000 10000000 100

(A) = A(l) +A(2)B. PublicShareholding1. Institutionsa) MutualFundsb) Banks/ FIc) CentralGovtd) StateGovt(s)e. VentureCapital Fundsf) InsuranceCompaniesg) Filsh) ForeignVentureCapital Fundsi) Other(specify)Sub-total(B)(l)2. Non-Institutionsa) BodiesCorporatei) Indianii) Overseasb) Individuals

Category ofNo. of Shares held at the beginning of the year No. of Shares held at the end of the year %

ShareholdersChange

%of %of

Demat Physical Total Total Demat Physical Total Totalduring

Shares Sharesthe year

i) Individual

shareholders

holding

nominal sharecapital uptoRS.1lakh

ii) Individualshareholders

holdingnominal sharecapital in

excess of RS.1lakh

c) Others(specify)

Sub-total(B)(2)

Total PublicShareholding(B) = (B)(l) +

(B)(2)

C. Shares held

by Custodianfor GDRs &ADRs

Grand Total10000000 10000000 100 10000000 10000000 100

(A+B+C)

ii) Shareholding of Promoters

Shareholding at the beginning of the year Shareholding at the end of the year

SI% of.total % of Shares % of total % of Shares % change in

NoShareholder's Name

No. of SharesShares of Pledged / No. of Shares of Pledged / shareholdingthe encumbered to Shares the encumbered to during the year

Company total shares Company total sharesP.R.Ramasubrahma neya

1Rajha (Beneficial Owner -

1 -- 1 -- -- --The Ramco CementsLimited)P.R.Venketrama Raja

2 (Beneficial Owner - The 1 -- 1 -- -- --Ramco Cements Limited)A.V.Dharmakrishnan

3 (Beneficial Owner - The 1 -- 1 -- -- --Ramco Cements Limited)The Ramco Cements

71,49,997 71.50 71,49,997 71.504 Limited

-- -- --5 Rajapalayam Mills Limited 5,50,000 5.50 -- -5.50

Sri Vishnu Shankar Mill5,75,000 5.75 5,75,000

6 Limited-- 5.75 -- --

The Ramaraju Surgical7,00,000 7.00 7,00,0007 Cotton Mills Ltd -- 7.00 -- --

Sandhya Spinning Mills3,00,000 3.00 3,00,000 3.008 Limited -- -- --

9 Ramco Industries Limited 3,25,000 3.25 -- 3,25,000 3.25 -- --Thanjavur Spinning Mill

2,50,000 2.50 2,50,00010 limited -- 2.50 -- --Rajapalayam Textile

1,50,000 1.5011 Limited -- 7,00,000 7.00 -- 5.50

Total 1,00,00,000 100 -- 1,00,00,000 100.00 --

iii) Change in Promoters' Shareholding

Cumulative Shareholding during

Shareholding the year (01-04-2014 to 31-03-

SIIncrease/ 2015)

No. of Shares at the Date Decrease in ReasonNo

beginning (01-04-% of total shareholding

% of total

shares of the No. of Shares sha res of the2014) / end of the

Company Companyyear (31-03-2015)

1 10000000 100 1.4.201410000000 100 31.3.2015

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

Cumulative

ShareholdingShareholding during

the year (01-04-2014to 31-03-2015)

SINo. of Shares Increase/

NoName at the

% of totalDate Decrease in Reason

% of totalbeginning

shares ofshareholding

No. of shares of(01-04-2014)

the Shares the/ end of the

Company Companyyear (31-03-

2015)NIL

v) Shareholding of Directors and Key Managerial Personnel

Cumulative

ShareholdingShareholding during

the year (01-04-2014to 31-03-2015)

No. of

SIShares at

\Increase/

NoName the %of Date Decrease in . Reason %of

beginning total shareholdingNo. of

total

(01-04- shares of Sharesshares of

2014)/ the the

end of the Company Company

year (31-03-2015)

1 ShrLA. V .Dha rma krishnan 1 -- N.A N.A N.A NIL NIL

1 -- N.A .N.A N.A 1 --2 Shri.S.Vaithiyanathan NIL NIL N.A N.A N.A NIL NIL

3 'Shri.K.Selvanayagam NIL NIL N.A N.A N.A NIL NIL

V. INDEBTEDNESS

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

(Rs. in Crores)

Secured Loans Unsecured DepositsTotal

excluding deposits Loans Indebtedness

Indebtedness at the beginning of the financial yeari. Principal Amount - - - -ii. Interest due but not paid - - - -

iii. Interest accrued but not due - - - -

Total (i + ii + iii)Change in indebtedness during the financial year

* Addition 24.82 - 8.08 32.90

* Reduction 2.37 - 0.68 3.05

Net Change 22.45 - 7.40 29.85

Indebtedness at the end of the financial yeari. Principal Amount 22.26 - 7.40 29.66

ii. Interest due but not paid - - - -

iii. Interest accrued but not due 0.19 - - 0.19

Iota I (i + ii + iii) 22.45 - 7.40 29.85

VI. REMUNERATION OF DIRECTORSAND KEYMANAGERIAL PERSONNEL

A. Remuneration to Managing Director, Who/e-timeDirectors and/or Manager:

(In Rs.)

Name of MD:Name of Name of

Total AmountSINo Particulars of Remuneration WTD Manager

1 Gross Salary(a) Salary as per provisions containedin section 17(1) of the Income-tax Act, 1961(b) Value of perquisites u/s 17(2) Income-tax Act, 1961(c) Profits in lieu of salary under section 17(3) Income-taxAct, 1961

2 Stock Option3 Sweat Equity

NIL

4Commission - as% of profit- others, specify ...

5 Others, please specifyMedical ReimbursementTotal (A)Ceiling as per the Act

B. Remuneration to other Directors:

51 Particulars of RemunerationName of the Directors I Total Amount

No -- I -- I1 Independent Directors

Feefor attending board / committee meetingsCommissionOthers, please specifyTotal (1)

2 Other Non Executive DirectorsFeefor attending board /committee meetings NILCommissionOthers, please specifyTotal (2)Total (B) = (1+2)Overall Ceiling as per the ActTotal Managerial Remunerati~n (A+B)

C. REMUNERATION TO KEYMANAGERIAL PERSONNELOTHER THAN MD/MANAGER/WTD

(In Rs.)

SI Particulars of RemunerationKey Managerial Personnel I Total Amount

No -- I -- I -- I1 Gross Salary

(a) Salary as per provisions contained in section 17(1)of the Income-tax Act, 1961(b) Value of perquisites u/s 17(2) Income-tax Act, 1961(c) Profits in lieu of salary under section 17(3) Income-tax Act, 1961

2 Stock Option NIL

3 Sweat EquityCommission

4 - as % of profit- others, specify ...

5 Others, please specifyTotal

VII. PENALTIES / PUNISHMENT / COMPOUNDING OF OFFENCES

Details of Penalty Authority Appeal made, ifSection of /,Punishment /

Type Cos. ActBrief Description Compounding

[RD/NCLT any [give

fees imposed/Court] details]

A. COMPANYPenalty NILPunishmentCompounding NIL

B. DIRECTORSPenaltyPunishment NIL

CompoundingC. OTHER OFFICERSIN DEFAULTPenaltyPunishment NIL

Compounding

On behalf of the Board of Directors,For RAMCO WINDFARMS LIMITED,

CHENNAI29-05-2015

A.V.DHARMAKRISHNANDIRECTOR

INDEPENDENT AUDITOR'S REPORTTo The Members of Ramco Windfarms Limited

Report on the Standalone Financial Statements

1. We have audited the accompanying standalone financial statements of Rameo WindfarmsLimited ("the Company"), which comprise the Balance Sheet as at March 31, 2015, and theStatement of Profit and Loss and the Cash Flow Statement for the year then ended, and asummary of significant accounting policies and other explanatory information.

Management's Responsibility for the Standalone Financial Statements

2. The Company's Board of Directors is responsible for the matters stated in Section134(5) of the Companies Act, 2013 ("the Act") with respect to the preparation ofthese standalone financial statements that give a true and fair view of the financialposition, financial performance and cash flows of the Company in accordance with theaccounting principles generally accepted in India, including the Accounting Standardsspecified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts)Rules, 2014. This responsibility also includes maintenance of adequate accounting records inaccordance with the provisions of the Act for safeguarding of the assets of the Company andfor preventing and detecting frauds and other irregularities; selection and application ofappropriate accounting policies; making judgments and estimates that are reasonable andprudent; and design, implementation and maintenance of adequate internal financialcontrols, that were operating effectively for ensuring the accuracy and completeness of theaccounting records, relevant to the preparation and presentation of the financial statementsthat give a true and fair view and are free from material misstatement, whether due to fraud

or error.

Auditor's Responsibility

3.1 Our responsibility is to express an opinion on these standalone financial statements basedon our audit. We have taken into account the provisi9ns of the Act, the accounting andauditing standards and matters which are required to be included in the audit reportunder the provisions of the Act and the Rules made thereunder.

3.2 We cond,ucted our audit in accordance with the Standards on Auditing specified underSection 143(10) of the Act. Those Standards require that we comply with ethicalrequirements and plan and perform the audit to obtain reasonable assurance about whetherthe financial statements are free from material misstatement.

3.3 An audit involves performing procedures to obtain audit evidence about the amountsand the disclosures in the financial statements. The procedures selected depend on theauditor's judgment, including the assessment of the risks of material misstatement of thefinancial statements, whether due to fraud or error. In making those risk assessments, theauditor considers internal financial control relevant to the Company's preparation of thefinancial statements that give a true and fair view in orde'r to design audit procedures thatare appropriate in the circumstances. An audit also includes evaluating the appropriatenessof the accounting policies used and the reasonableness of the accounting estimates made bythe Company's Directors, as well as evaluating the overall presentation of the financial

statements.3.4 We believe that the audit evidence we have obtained is sufficient and appropriate to

provide a basis for our audit opinion on the standalone financial statements.

Opinion

4. In our opinion and to the best of our information and according to the explanations given tous, the aforesaid standalone financial statements give the information required by the Act inthe manner so required and give a true and fair view in conformity with the accountingprinciples generally accepted in India, of the state of affairs of the Company as at 31

stMarch,

2015 and its Profit and its Cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

5.1 As required by the Companies (Auditor's Report) Order, 2015 ("the order") issued by theCentral Government of India in term~ of section 143(11) of th~ Act, we give in the Annexure,a statement on the matters specified in the paragraph 3 and 4 of the Order, to the extent

applicable.5. 2 As required by Section 143 (3) of the Act, we report that:5.2.1 We have sought and obtained all the information and explanations which to the best

of our knowledge and belief were necessary for the purposes of our audit.5.2.2 In our opinion, proper books of account as required by law have been kept by the Company

so far as it appears from our examination of those books.5.2.3 The Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statement dealt

with by this Report are in agreement with the books of accounts.5.3 In our opinion, the aforesaid standalone financial statements comply with the Accounting

Standards specified under Section 133 of the Act, read with Rule 7 of the Companies

(Accounts) Rules, 2014.5.4 On the basis of the written representations received from the directors as on 31st March,

2015 taken on record by the Board of Directors, none of the directors is disqualifiedas on 31st March, 2015 from being appointed as a director in terms of Section 164 (2) of the

Act.5.5 With respect to the other matters to be included in the Auditor's Report In

accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinionand to the best of our information and according to the :explanations given to us:

5.5.1 The Company did not have any pending litigations and therefore there will be no impact

on the Financial Statements.5.5.2 The Company did not have any long-term contracts including derivative contracts for which

there were any material foreseeable losses.5.5.3 There were no amounts that were required to be transferred to the investor education and

protection fund by the Company in accordance with the relevant provisions of theCompanies' Act 1956 (1 of 1956) and rules made there under during the year.

For M.5.Jagannathan & N.KrishnaswamiChartered AccountantsFirm registration No. 0012085

K.5rinivasanPartnerMembership No. 021510

Chennai29-May-2015

ANNEXURE TO THE AUDITOR'S REPORT

Annexure referred to in item no. S.l} 'Report on Other Legal and Regulatory Requirements}of our independent auditor}s report of even date.

In our opinion and to the best of knowledge and belief and as per the information andexplanation given to us and on the basis of books and records examined by us in the normal

course of audit} we report that:

1. Fixed Assets1.1. The Company has maintained proper records showing full particulars including

quantitative details and situation of fixed assets.1.2. The management at reasonable intervals has physically verified the fixed assets of

the company and no material discrepancies were noticed on such verification.

2. Inventories2.1. Management has conducted physical verification of its inventory at reasonable

intervals.2.2. The procedure for physical verification of inventory followed by the management is

reasonable and is adequate in relation to the size of the company and the nature of

its business.2.3. On the basis of our examination of the records of inventory} we are of the opinion

that the company is maintaining proper records of inventory. The discrepanciesnoticed on verification between the physical stocks and the book records were not

material.3. Loans and Advances

The Company has not granted any loans to the parties listed in the Registermaintained under Section 189 of the Companies Act} 2013.

4. There are adequate internal control systems commensurate with the size of thecompany and the nature of its business with regard to purchase of inventory andfixed assets and for the sale of goods and services. We have not observed any majorweakness in the internal control system during the course of the audit.

5. The company has not accepted any deposits within the meaning of Companies(Acceptance of Deposits) Rules 2014} from the public during the year. No order hasbeen passed by the Company Law Board or the National Company Law Tribunal or byany court or by any other Tribunal against the Company.

6. No Cost accounts and the records is prescribed by the Central Government under ofSection 148(1) of the Companies ~ct} 2013.

7. Undisputed and disputed taxes and duties7.1. The company is regular in depositing undisputed statutory dues including provident

fund} employee}s state insurance} income tax} sales tax} wealth tax} service tax} dutyof customs} duty of excise} value added tax} cess and other statutory dues with theappropriate authorities. According to the information and explanations given to us}no undisputed amounts payable in respect of provident fund} employee}s stateinsurance} income tax} sales tax} wealth tax} service tax} duty of customs} duty ofexcise} value added tax} cess and other statutory dues were in arrears as at 31stMarch} 2015 for a period of more than six. months from the date they becomepayable.

7.2. The Company does not have any pending Statutory Dues on acco,unt of dispute.

7.3. There were no amounts that were required to be transferred to the investoreducation and protection fund by the Company in accordance with the relevantprovisions of the Companies Act 1956 (1 of 1956) and rules made there under during

. the year.8. The company does not have any accumulated losses at the end of the financial year

and has not incurred any cash losses duringthe financial year and in the immediately

preceding financial year.9. The Company has not defaulted in repayment of dues bank during the year. The

Company has not raised any loans from financial institutions or by issue of

debentures.10. Based on the information and explanation given to us} the Company has not given

any guarantee for loans taken by others.11. The Company has raised Term loan during the year and the same has been applied

for the purposes for which it was raised.12. No material fraud on or by the Company has been noticed or reported during the

course of audit.

For M.5.Jagannathan & N.KrishnaswamiChartered AccountantsFirm registration No. 0012085

K.5rinivasanPartnerMembership No. 021510

Chennai29-May-2015

RAMCOWINDFARM.SLIMITED

STANDALONE BALANCESHEETAS AT 31st MARCH 2015Rs. in Lacs

EQUITY& LIABILITIESShareholders' FundsShare CapitalReservesandSurplus

Non Current Liabilitieslong Term BorrowingsDeferred Tax Liabilities (Net)

Notes

34

56

As at31-03-2015

100.00111.75-'._--"--211.75

2,471.0855.19

2,526.27

As at31-03-2014

100.00(22.90)

77.10

10 2,992~7i 3,125.426.13

6 10.97

11 10.833,009.67 3,136.39

Current LiabilitiesTrade PayablesOther Ctrrent liabilitiesShort Term Provisions

TotalASSETSNon-Current AssetsFixed AssetsTangible AssetsCapital \AJork in ProgressDeferred Tax Asset (Net)long term loans and Advances

7 11.698 514.279 37.36

563.323,301.34

3,139.78

3,!~~.78_3,216.88

Current AssetsInventoriesCash and Bank BalancesShort Term loans and AdvancesOtherCurrent Assets

Total

See accompanying notes to the financial statements

As per our report annexedFor M.S Jagannathan & N.KrishnaswamiChartered AccountantsFirm Registration. Number: 001208S

K. SRINIVASANPartnerMembership No. 021510

Chennai29.;.05-2015

12 107.0013 100.76 79.5014' 18.10 0.6915 5.81 0.30

291.67 80.49._-,-~~---_!,~,"-'--_.-_.-3,301.34 3,216.88

A.V. Dharmakrishnan

S. Vaithiyanathan

K. Selvanayagam

Directors,

RAMCO WINDFARMS LIMITED

'STANDALONE STATEMENT OF PROFIT AND LOSSFORTHE YEAR ENDED 31st MARCH 2015

Rs. in Lacs

REVENUE Notes 2014-15 . 2013-14

Revenue from OperationsOther IncomeTotal Revenue

EXPENSES. . ~

Employee Benefits ExpenseFinance CostsDepreciation and Amortization ExpenseOther ExpensesTotal Expenses

Profit Before TaxTax Expenses .Current TaxMatCredit EntitlementNet Current TaxDeferred TaxTotal Tax ExpensesProfit for the year

1617

1819

10 & 2320

1,045.70 0.307.28 0.78

...."...'."""'" _" .'t~_ .._- ."f'.:-J,J'.~_. __ - -•.~._. . _. _. " ~~~_. "ll~~

1,052.98 1.08~~_~' - _;~~<N.-~ __" • '''_ •. '_'." ~._., .".".,.. '-.<0,_'. :..,•......, _'N~~~~ •••• "'_'" _~~~~~~~~"Nf;_' .-. ~_.' '_I.~~._.. _.'.

60.03329.46135.42 14.08327.26 20.87_.... -.""""""'_ .. ~~--.--.. _.. :_."-'_. _.'_:~~-'.""""". '_.'--' -~~

852.17' 34.95~~~~~~.~r")~~ltIIt:-"I,Slo:'':'~~~~.'M'~i#-~;<oe.c-~_~~~~....,~~~:.~~ •• ''e:ob-..,,,,:~~~- ••::r1loII1PI~~",.~~1IOhJ'Wo'lo'l'~""ll'-.'-I;;~lNI'll'tfl7"\'fl'JK-_' • _,..~~_-..,.;;_ ••• _ .. _~:9t~_. _~

"!.~~._- .. '~':_.;' _.. _. _. '-'~'''''''''''''' =-------200.81 (33.87)

37.36(37.36)

__ • '...--•.•• 0'_.' •. '~ 66.16 (lO.97L.<.~ __ ~ ••••••• __ .....••••••••... _ ... ~_6.1~ (10.97t

134.65 (22.90):l$"~,!:~~~~~~ __ ,~ ",_ '::'_:., ~~_'._:_ . __" __ ~_' "_' :

Earning Per equity share of face value of. Re.l eachBasic in Rupees

See accompanying notes to the financial statements

26 1.35 (O~23)

As per our report annexedFor M.S Jagannathan & N.KrishnaswamiChartered AccountantsFirm Registration Number: 0012085

K.SRINIVASANPartnerMembership No. 021510

Chennai29-05-2015

A~V. Dharmakrishnan

S. Vaithiyanathan

K. Selvanayagam

Directors

RAMCO WINDFARMS LIMITED

STANDALONE CASH FLOW STATEMENT FOR THE YEAR ENDED 31st MARCH 2015'

Cash flo~ from operating activities

Netprofit before tax and e~traordinaryitems

A.djust~ents for:

Depreciation

Interest received

Interest paidOperating profit before working capital. changes

Adjustments for:.Trade and other receivables

Inve~tories.

Trade payables

Cash generated from operations

DirectTaxes paidCash flow before prior period and extraordinary items

Net cash from operating activities

Cash flow from investing activities

Purchase of fixed assets

Interest receivedNet cash used in investing activit,ies

Cash flC?w from financing activities

Proceeds from Issue of Shares

Proceeds from long term borrowings

Interest pa idNet cash from financing activities

Net increase I (decrease) in cash and cast(equivalents

Opening balance of cash and cashequiva~ents

Closing.balance of cash and cash equivalents

Net increase I (decrease) in cash and cash equivalents

Earmarked Balances with BanksClosing cash and Bank Balance

See accompanying note.~ to the financial statements

A

B

C

(A+B+C)

oE

(E-D)F

(E+F)

Rs. in.Lacs

2014-15 2013-14

200.81 (33.87)

135.42 14.08

(7.28) (0.78)

329.46 0.00

658.41 (20.57)

(18.86) (0.91)

(107.00) 0.00

(3108.56) .3139.78

(2576.01) 3118.30(37.53) (O~O8)

(2613.54) 3118 ..22(2613.54) 3118.22

(8.84) (3139~50)

7.28 0.78

(1.56) (3138.72)

0.00 100.00

2965.82 0.00

(329.46) 0.00

2636.36 100.00

21.26 79i50

79~SO 0.00

100.76 ' 79.5021.26 79.50

100.76 79.50

As per our report annexedFor M.S Jagannathan & N.Krishnaswami

Chartered AccountantsFirm Registration Number: 001208S

K. SRINIVASAN

PartnerMembership No. 021510

Chennai29-05-2015

A.V. Dharmakrishnan

S. Vaithiyanathan

K. Selvanayagam

Directors

RAM(O WINDFARMS LIMITED

Notes forming part of the Financial Statements:

'1. Corporate information

RamcoWindfarms Limited is,a public limited company domiciled and headquarteredin India and incorporated under t.~~ provisions of Companies Act. It is an unlistedcompany engaged in sale of electric'ii" generated from its windmills. It is a subsidiaryof liThe RamcoCements Limited".

2. Significant Accounting Policies:

2.1 ~ Basis of preparation and presentation of financial statements'J

2.1.1. The financial statements have been prepared under the historical cost convention inaccordance with the generally accepted accounting principles in India, and incompliance of the Accounting Standards specified under Section 133 of theCompanies Act, 2013 read' with Rule 7 of the Companies (Accounts) R~les, 2014 andthe relevant provisions of Companies Act, 1956 and Companies Act, 2013 asapplicable.

2.1.2 The accounting policies that are adopted in preparation of the financial statements-are consistently followed in the previous year except for change in the accountingpolicy for depreciation, as adopted consistently by the Company.

2.1.3 Pursuant to the notification of Schedule II to the Companies Act, 2013 forcomputation of Depreciation with effect from 1-4-2014, the Company revised theestimated useful life of its assets to align the useful life with those specified inSchedule II. The depreciable amount for assets is the cost of an asset, or otheramount substituted for COS!, less 5% being its residual value .. f

2.1.4 The financial statements are presented in Indian Rupees and the amounts arerounded to the nearest lacs with two decimals, except as stated oth~.rwise.

-2.1.5 The company generally follows mercantjle syst.emof accounting and recognizessignificant items of income and expenditure on accrual basis.

2.1.6 The company. has considered its operating cycle as '-2 months for the purpose ofCurrent or Non-currentclassification of assets and liabilities.

2.1.7 The previous year figures are regrouped / restated wherever necessary.

2.2 Use of Estimates

The preparation of financial statements in accordance with the generally acceptedaccounting principles requires management to make judgements, estimates andassumptions that affect the reported amounts of revenues, expenses, assets andliabilities and the disclosure of contingent liabilities, at the end of the reportingperiod. Although these estimates are based upon management's best knowledge ofcurrent events and actions, actual results could differ from these estimates in thefuture periods.

2.3 Inventories

.Stores & spares are valued at cost, computed on a moving weighted average basisincluding the cost incurred in bringing the inventories to their present location andcondition after providing for obsolescence and other losses or net realizable valuewhichever is lower.

2.4

2.4.1

~,

2.4.2

2.5

Cash flow statement

Ca,sh flows are presented using indirect method, whereby profit / (loss) beforeextraordinary items and tax is adjusted for the effects of transactions of non-cashnature and any deferrals or accruals of past or future cash receipts or payments. Thecash flow from operating, investing and financing activities of the company aresegregated based on the available information.

Cash comprises cash on hand and demand deposits with banks. Cashequivalents areshort-term balances, highly liquid investments that are readily convertible into cash.

Depreciation & Amortisation

Depreciation has been provided on straight-line basis as per the useful lifeprescribed in Schedule II to the Companies Act, 2013. The depreciable amount forassets is the cost of an asset, or other amo.unt substituted for cost, less 5% being itsresidual value. This is included under "Depreciation & Amortisation"

2.6 Revenue recognition

2.6.1 Revenue is recognised to the extent that is probable that the economic benefits willflow to the company and the revenue can be reliably measurefd.

2.6.2 Units generated from windmill are sold at the contracted rate and the income isincluded in "Revenue from operations".

2.6.3 Interest income is recognised on time proportion basis.

2.7 Tangible Fixed Assets

Tangibl~ Fixed Assets are stated at cost of acquisition (net of CENVAT / VATwherever applicable) less accumulated depreciation I amortisation and impairmentlosses. The cost comprises purchase price, borrowing co~t if capitalisation criteriaare met and directly attributable cost of bringing the asset to its working conditionfor the intended use. Subsequent expenditure related to an item of fixed asset isadded to its book value only if it increases the future benefits from the asset beyondits previously assessedstandard of performance.

All other expenses on fixed assets, including day-to-day repair and maintenance,expenditure and cost of replacing parts, are charged to the statement of profit andloss for the period during which such expenses are incurred.

2.12.3 Deferred tax is recognised on timing difference between taxable income and theaccounting income that originates in one period and' is capable of reversal in one ormore subsequent periods. It is measured using the, tax rates and the tax lawsenacted or substantively enacted as on reporting date.

2.12.4 Deferred tax liability is recognised based on the accumulated timing difference usingthe tax'rate that have been enact.e"~",orsubstantially enacted by the balance sheetdate.

2.12.5 The deferred tax assets are recognised for timingd~fferences of items other thanun-absorbed depreciation and carry forward losses only to the extent thatreasonable certainty exists that sufficient taxable income will be available againstwhich these can be realised.-This is reviewed for realisability at each balance sheet1date.

2.12.6 Deferred tax assets and liabilities are offs~t if such items relate to taxes on incomelevied by same governing tax laws and the company has legally enforceable right forsuch set off.

2.13 Impairment of Assets

'2.13.1 The carrying values of tangible assets, cash generating units and intangible assets ateach balance sheet date are reviewed for impairment if any indication ofimpairment exists.

2.13.2 Tangible asset is treated as impaired when the carrying cost of the asset exceeds itsrecoverable value.

2.13.3 An impairment loss is charged to the Statement of Profit and loss in the year inwhich an asset is identified.as impaired.

2.14 Provisions, Contingent Liabilities and Contingent Assets

2.14.1 Provisions involving substantial degree of estimation in measurement are recognisedwhen there is a present obligation as a result of past events and it is probable thatthere will be an outflow of resources embodying economic benefits in respect ofwhich a reliable estimate can be made. Such provisions are not discounted to theirpresen.~value except relating to -retirement benefits. These provisions are reviewedat each balance sheet date and adjusted to reflect the current best estimates.

2.14.2 Un-provided contingent liabilities are disclosed in the financial statements.Contingent Assets are not recognised.

i

i100.001100.00

t-1 .. Rs_.'""T'in_L_ac_s . 1

.---~---..-._------J--.--~ 31-03-~~:~ 31-03-~~1

I I II 100.00' 100.001

I

INote 31share Capital

-II - - -

Ii Authorised .

1,00,00,000 Equity Shares of Re.l/- each

I (PY: 1,00,00,000 Equity Shares of Re. 1/- each)I -~ ,Issued, Subscribed and Paid-upI i! 11,00,00,000 Equity Shares of Re.l/- eachfully paid up <'_-I (PY: 1,00,00,000 Equity Shares of Re. 1/- each fully paid up)

(i) Reconciliation of the number of shares outstandingAs at

31-03-2015Asatj

31-03-20141

Equity shares outstanding at the beginning of the year

Equity shares issued during the year

Equity shares bought back during the year

1,00,00,000

1,00,00,000

Number of Equity shares outstanding at the end of the year 1,00,00,000 I- - 1,OO,OO,OO~

(ii)Terms/rights attached to Equity Shares :~~:~-: JIThe Company has only one class of equity shares having face value of Rs. 1 per share. Each holder of equity shares is

lentitled to one vote per share.

(iii) Equity Shares held by Holding Company and Details ofShareholders holding more than 5 percent in the Company

tik;lding Company

IThe Ramco Cements Limited

OthersIRajapalayam Textile Limited

IRajapalayam Mills limited

lIThe Ramaraju Surgical Cotton Mills Limited

Sri Vishnu Shankar.Milllimited

I

As at As at31-03-2015 31-03-2014

No. oil %of NO.Ofl %ofSharesl Holding Shares Holding

I I,

71,50,000 I-' I i

71.50%1I 71,50,000 I 71.50%

I I7,00,000 I 7.00% l,50,QOO I 1.50%

I i 5,50,000 5.50%

I 7,00,000 7.00% 7,00,000 7.00%

I 5,75,000 5.75% 5,75,000 5.75%

I

Rs.ln Lacs

Note No4 Reserves and Surplus

Surplus/(Deficit)in the statement of profit and loss

As at31-03-2015

As at31-03-2014

Balance as per last financial statementProfit / (Loss) for the yearNet"surplus in the statement of profit and lossTotal

(22.90)134~65

111.75111.75

0.00(22.90)

(22.90)(22.90)

5 Long Term BorrowingsSecuredTerm Loan from Banks (*)Sub Total

1731.581731.58

0.000.00

0.00739~50 0.00

__ ,. . ~~~""~~.':!~"iN.~":.~~::l*_._""""'.~ol>N.~_~:;:'~I~"""'.""""" .. ~-'l:..~

2471.08 0.00

739.50UnsecuredIntercorporate DepositsSubTotalTotal(*)1. Term loans from banks are secured by first charge on fixed assetsby wayofhypothecati.on of 121 WEGs.2. Maturity profiles of term loan from banks are furnished in 'Disclosures forming part of financial statements'under Note No 21

;:

55.19

10.9.1 i~.

-----J

, 68.'40 j

r

I79.37 i

I79.371

79.37

117.31

Rs. in Lacs I-r'-----' ..~

As at i

tl 31-03-2014 I

, iI I

172.50 i 68.40 68.40 I. iI172.sl

117.31

As at31-03-2015

II'

172.50 II

117.31 I

Deferred. Tax

Deferred Tax Asset

Deferred Tax Liability

Tax impact on difference between book depreciation anddepreciation under the Income Tax Act, 1961 '

,Deferred Tax Liability (Net) - 2014-15Deferred'Tax Asset (Net) - 2013-14

Tax impact on Carry Forward Loss/Unabsorbed Depreciation

I Note 6

Note No

7 Trade PayablestI TradePayables-Related Parties

Other Trade Payables

Total

0.0011.69

As at31-03-2015

11.69

11.69

3139.500.28

Rs.ln Lacs

As at

31-03-2014

3139.78

3139.78

8-

9

Other Current LiabilitiesCurrent maturities of long Term loanInterest accrued but not due on borrowingsStatutory duties and taxes recovery payable

Total

Short Term ProvisionsProvision for taxationTotal

494.74 0.0019.48 0.00, 0.05 0.00

',.~.>","'~"""' .. ..-...., _' .. .....,.' ,'~_ ... __ - ~.~~I':J>'_~. ,_,,_'. h,*-,~~~~'1t#.''t~'''''''''. .""""""",. ~~"r""

514.27 0.00

37.36 0.00~_~~~~ __ •.. _- _ ,'~,,~~~_ •• _",' ~~~~~~l/Ni. ••••.• ~.~~~~ •• "oiI;:"~' -. oqfo(._'"

37.36' 0.00

NOTE 10

Fixed Assets Rs_in Lacs

CAPITALWORK IN PRORESS.....-~ -...,..~ _l,._~_~_~:-.'01_ ~--..,~ , .••••••_. __

Total- Capital Work in Progress

I oepr~ciatlon IAmortisation 1Net Block -A h d '~~~~Asatf-'-. - ... Ioeletionso[' As at the '.- ..AS;ts:f\~ee :n..a~1 t.he. be.g..i..nn.ingl. For thoe year, ..A'.' . ~ .. iSPO..sall . end of the the end O.fth.e.....

._~ __ y_~ __ of the yeal,~~ __ ~~me~s year! yea!

Particulars

Furniture & Fixtures

Vehicles

Plant & Equipments

Buildings

Office Equipment

Total - Tangible Assets

Own assets

TANGIBLE ASSETS

_ ~~-~~.~.,,~~_."'~_..~~~~~ ~-~~~~~~~-~-T.Gross Block

~

-- ....•.......... ~.As at ~ Deletions on

'the be.g.-.n...nin

g. . Ad.d.i.tiO.nsl .' Disposa.II

,~__ of t~e yea!' _~~_ Adjustments

See'Note 23 for impact of change in accounting policy consequent to implementation of Depreciation methodology based on useful life of Asset.

W""

Note-No

11 Long Term loans and AdvancesSecured and Considered Goodloans and advances to employees. Sub Total

Total

10.83

As at

31-03-2015

10.83

10.83

0.00

Rs.ln-Lac!As at

31-03-2014

0.00

0.00

50.00 70.00___ ,- -...,....,. '~,,,,*~~~~~_ .. ;__.~ ._,*~~*,,*~.~.e-.~. .. .".".."".-~~"r~'_._".~_ ."....,._ ••••••: '~

100.76 79.50

12

13

InventoriesStores, Spares & ConsumablesTotal

Cashand Bank BalancesCashand Cash EquivalentsStamp paper and imprestBalance in current accountOther Bank BalancesTerm Deposits (*)Total

(*) Short term fixed deposit

107.00107.00

0.1550.61

0.00

0.009.50

14

15

Short Term Loans and advancesUnsecured and Considered Good.Advance income tax paid,TDS and refund receivableInterest Receivable on Fixed DepositsMAT Credit Entitlementloans and advances to ~mployeesPrepaid ExpensesTotal

Other Current AssetsUnbilled RevenueTotal

37.53 0.081.56 0.6137.36 0.001.60 0.000.05 0.00

~lKrq.o.:~ •. _-..-' ~~:~..,. •• ,.~~~,-.b:.l~~~-"~"C-"~""'./:~~"!'N'~~~JN_' ~.~u.~~~1Jo."~'1iIX'

78.10

5.81 . 0.30'1K~~~~,"~'Il'.~~~~~~~t:'~~.;,r:.;: __ - """,,,," ~~",,"",,~<QI1l~~~""".~.~-- ...••••••••••••••• - ~~

5.81 '0.30~~~~~~~~~~~;;=.:::;:;::::::::~~~=~::.:.::::.~~:..~--:;::;:::=::~.:= .....~~~==:=~~

2014-15, Rs.Jn Lacs

2013-14Note No

16

17

Revenue from operationsSale of PowerSale of Power generated from Wind Mills

Revenue from operations

Other IncomeInterest incomeTotal

1045.70

7.28

0.30

18 Employee Benefits ExpenseSalaries and wagesWorkmen and.Staff welfareContribution to Provident FundTotal

53.62 0.003.77 0.002.64 0.00

.••...,..,.. •••• -. ••• ...,...:;~.""""'~_.1'<: •..~"r.~<.:~"" ••.••••.)<. ••••• ',._~-... ••• ~ ••• _,.-. •• :<:"I __ '.,~ .•.• ,.~""! .."l':••,....,.•..•~'f~~rv-_ •..;"'., •.•••_ ••..,..r~"".'I'I-JoJ+J_""',.,r"".~'I~ ••.•

60.03 0.00

19 Finance costsInterest 8n term loans from BanksInterest on Other LoansInterest on Inter Corporate DepositOther borrowing costsTotal

132.39127.6368.321.12

329.46

0.000.000.00

0.00

20 Other expensesOperational ExpensesStores and Spares consumptionRepairs to plant and equipmentsRepairs to buildingsRepairs to vehicles

186.9268.260.281.61

0.000.000.000.00

Establishment ExpensesIT& Communication expensesInsuranceGeneral Administration ExpensesTravelling expensesRates and taxes

RentSecurity ChargesMiscellaneous ExpensesLegal and Consultancy expensesBank ChargesFiling & Registration FeesPrior Period ItemsAudit Feesand expenses (Note No.22). Directors Sitting fees

0.119.190.990.940.247.1648.630.470.500.030.210.300.570.85

257.07

0.010.000.000.000.00b.oO0.000.010.000.0120.560.000.280.00

0.00

Total

As per our report annexedFor M.S Jagannathan & N.KrishnaswamiChartered AccountantsFirm Registration Number: 0012085

K. SRINIVASANPartnerMembership No. 021510

Chennai29-05-2015

70.19 20.87.•'V-. __ ~, •••• __ .."..,..~ ••~ •.•••• , ••~ •••• , •• '''' ~_'''-'l'<~"oi-I'-N-o~~_.~ •••••• :v<!-- •• .,.,. •••.•• ,~_~,",,""~ __ ~'N~~

327.26 20.87

A.V. Dharmakrishnan

S. Vaithiyanathan

K. Selvanayagam

Directors

DISCLOSURES FORMING PART OF FINANCIAL STATEMENTS FOR THE YEAR ENDED 31-03-2015

21. The Maturity profile of the Long Term Borrowings availed at the interest rate of 10.30% as on

31-3-2015 is as follows:

Rs~In Lacs[..--- .. --.-y;a..r.-.- - l -No~.oilnstain;en.t~.-.l Prl ncipa.'- -.:

f1tft~I~..~=~=-:f==~~:::~:~:r~~~=:.:~~~f~~~::-~li~~t..jI 2019-2020, j , 2 ~ 247.36 !

[!~~C==~==~-=~'.t=~===~=.'~~~~I1===~'=~=~~=~.~~:.~.'.=:'.'=.~~=-i.;?'~!~~IJRs. in lacs

2-2.Audit Fees & expenses

",_""-_"""_" __,,,,,,,,,,,,,,,,_,_,,',, ""N",-"""_''' __'_

For StatutorY Audit fees

2014-15 2013-14

0.57 0.28

For Reimbursement of expen~es

Total 0.57 0.28

23. Pursu,ant to the notification of Schedule II to the Companies Act, 2013 for computation of

Depreciation wit~ effect from 1-4-2014, the Company revised the estimated useful life of its assets

to align the useful life with those specified in Schedule II. Further, there were no assets which

require adjustment to Retained Earnings, whose life is exhausted as on 1-4-2014-. Due to this change

in accounting policy, the depreciation for the year ended 31-3-2015 i~ lower by Rs.30.41 Lacs when

compared to the calculation of deprec'l"ation under the Companies Act, 1956.

24. There are no dues to Micro and Small Enterprises as on 31-3-2015 (PY: NIL). This information as

required to be disclosed under the Micro, Small and Medium Enterprises Development Act, 2006

has been determined to the extent of such parties have been identified on the basis of information

available with the company.-

25. Operating Lease obligations payable for future periods from the Balance Sheet date: -

Rs. in Lacs

15 2013-14

.37 6.37

.51 25.51

2014-

6

25

Particulars

Not Later than one Year

Later than one year and not later than five years

later than five years 121.15 127.53

26. Earnings per Share

Particulars

Net Profit after tax (A) (Rs. in Lacs)

No. of Equity Shares (B) (in Lacs)

Nominal per equity share (in Re.)

Basic & Diluted earnings per share (A)/(B) ""(i'nRs.)-,

2014-15

134.65

100.00

1

1.35

2013-14

(22.90)

100.00

1

(0.23)

27. Related party transactions for the year and previous year figures in bracket are furnished below:

Key Management Personnel

P.R.Ramasubrahmaneya Rajha, Director (*)P.R.Venketrama Raja, Directo'r (*)A.V.Dharmakrishnan, Director

(*) Resigned from Directorship on 22-05-2014

Holding company

The Ramco Cements Limited

Enterprises over which the above persons exercise significant influence and with which the

company had transactions during the year.

Rajapalayam Textile Limited

Sandhya Spinning MiUs Limited

Sri Ramco Spinners

Sri Vishnu Shankar Mill Limited

Sudharsanam Spinning Mills Limited

Thanjavur Spinning Mill limited

The Ramaraju Surgical Cotton Mills Limited

The Company's transactions with the above related par~ies that are reportable in Rupees in lacs with

two decimals are summarised below:

a. Amount Paid to Key Management Personnel

r'-"~'"~''''~--~----'''-------''>''''''''--'''''---''''''~----'''''''--'' .••.---, .••..,- •••..----...•..••....•...,.•.•----- ••.••..." •......-- ..•..•.--.•-."' ..:••.•..••.•...•- ••......•.•...,•.- ..--.- ...•.- ..•..•.-•......•..-.,.....•-- •.-- •.- ..•-.--;,~.'..'"....•.......". ,..,..,...,.~~ ~...,.,...~~.<,..•.....••.•....••._.•.,. .•.••"'''' ...••A........-. ••••• ,~.••••..•• ,-_'''' ••.••• ,•.••.•.- •••,~'' .•••••• -•• :- •• ':" •• :-, •..••••••••.•.••••• - ••••••..• ~, .•• ~ •• ~ .•• _"-h, •••••• "".1

L..~._ _..__,__.._._..__ __.;.~.~~.: ~!!.~..: .._~_~_~::!?~..~._.___.___ ., __._.._ ; __.._.~~_~.~_~_!~ __J.._. "Ty.~:__?!__~..~.~_~.:..~_~~_!!__~.~_ w .•.••• j

I Shri P.R.Ramasubrahmaneya Rajha '0.15 I Director Sitting Fees . ,

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b. Lease Rent Paid

Name of the Related Party

The Ramco Cements Limited

c. Corporate Guarantee availed

Rent paid

7.16 (0.00)

Outstanding payableas on 31-3-2015

_Nil (Nil)

Name of the Related Party; The Ramco Cements Limited

d. Inter ~orporate Deposit availed

Name of the Related Party

The Ramco Cements Limited

outstandingthe Year

739.50 (Nil)

Bank NameHDFC Bank

Interest @12% p.a

68.32 (Nil)

! Guarantee Amount '

_?~~~_q(~y: NiIJ - i

Outstanding payableas on 31-3-2015

739.50 (Nil)

e. Payables towards purchase of Fixed Assets.' "", "" __ ., ••.•. ~ •• ', '''~" '.'~"", •..•••• ~'.',', ~.; '1",-,",". ••••• .•• '." ••..•.. _ ,<-."." ",_, , ".' • '. "". "",~', '." .• ;-.. "', "" .••.••••. <. ~... ", '", .,_ •••••• ~.,. _.-J, ..•• , "',', .••'~.••••• "" •.••• ; ••• , ••.•. .-" ••.•.•.,:..... • '" ." •• ",,- -'. -, ••• -••••••••• ~.,.,..., •••..• < •• ", ••••••••• ..,., .:., •••• , -,.: •• , " •• ,. ,' .•• ,,( •••••••• ;.,., •• ~,.." .••• ,~ " ••••••••• :",.: "', ",~.: •• '., '.~J","-.'" ."'J<.' , ••• , .,., •..• ,- ••••.•.••• ",. "', -,., •• " •• -,.,', - • .; •••• ',-, •• , .•••• "", ••• , .••••.•• ', .••.• , •••• " --ri-,-' .•-,..•.:-,

~~~~OftheR~I~tedParty I Ma~~~n;~;~:.~;;;<~~g!~;~;;~P~.I ~<U~~~;~;~~~~:?~<le!j,,,,!~,~_-,_.~~..~.~-,~ ....~,~ me nts L_~_.~.i! ..~.~.,_ ....,,,.._ _~_',.~.~.~_:?,~-.",,(_"~!~-~_~.,: __~9)....,._,_._._._..__,..~~_~.?:_~_~,.J_~,_il) ._.__.._;,,,~..!__~,,.J_,~!.,~,_~.~,~_?~t,_,,,_.__...-...,-.~

f. Goods purchased

Name of the Related

The Ramco CementsLimited

Value ofGoods

196.S3 (Nil)

as on 31-3-2015

Nil (Nil)

Nature of goods

Purchase of Stores and Sparesto Windmill

g. Sale of Power from Windmill to Related Party

f hid I No. of (Rs. In ! Outs3t1a_n3d_2Inog1assonlName 0 t e Re ate .Party l. Units sold

I Thanjavur Spinning Mill Limited I 23,49,494 1 88.111 Nil 1

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PROXY FORM[Pursuant to Section 105(6) of the Companies Act, 2013 and Rule 19(3) of the Companies

(Management and Administration) Rules, 2014]

RAMeo WINDFARMS LIMITED(CIN:U40109TN2013 PLC093905)

Regd. Office: "Auras Corporate Centre", No:98-A, Dr.Radhakrishnan Road,Mylapore, Chennai - 600 004. TAMIL NADU.

Name of the Member(s)Registered addressE-maillDFolio No/DP ID - Client ID

I/We, being the member (s) of shares of the above named company, hereby appoint

1. Name:....................................... Add ress: .E-mailld:............................................. Signature: , or failing him

2. Name: Address: .E-mail Id:............................... Signature: , or fa iii ng him

3. Name: Add ress: .E-m.aiI Id:. ~........................................... Signatu re: .

as my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the 2ndAnnual

general meeting of the company, to be held on the Friday, the 4th September 2015 at 11.00 AM at"Auras Corporate Centre", No:98-A, Dr.Radhakrishnan Road, Mylapore,Chennai - 600 004, TamilNadu and at any adjournment thereof in respect of such resolutions as are indicated below:

Resolution ResolutionsNo

Ordinary Business1 Adoption of Financial Statements for the year ended 31

stMarch 2015

2 Appointment of ShrLA.V.Dharmakrishnan as Director, who retires by rotation

3 Ratification of appointment of M/s.M.S.Jagannathan & N.Krishnaswami, Chartered

Accountants, as Auditors

Signed this day of 2015Affix

RevenueStamp

Signature of Shareholder _

Signature of Proxy holder(s) _

Note: This form of proxy in order to be effective should be duly completed and deposited at theRegistered Office of the Company, not less than 48 hours before the commencement of the

Meeting.