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Indowind Energy Ltd.

BSE: 532894 Sector: Infrastructure
NSE: INDOWIND ISIN Code: INE227G01018
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VOLUME 45583
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OPEN 2.81
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VOLUME 45583
52-Week high 7.25
52-Week low 2.51
P/E
Mkt Cap.(Rs cr) 26
Buy Price 2.80
Buy Qty 50.00
Sell Price 2.90
Sell Qty 6297.00

Indowind Energy Ltd. (INDOWIND) - Director Report

Company director report

#MDStart#

MANAGEMENT DISCUSSIONS AND ANALYSIS

INDOWIND ENERGY LIMITED

To

The Members

Your Directors are pleased to present this 23rd Annual Report of the Companytogether with the Audited Accounts for the year ended 31s1 March 2018.

FINANCIAL HIGHLIGHTS AND PERFORMANCE

INR In Million
PARTICULARS 2017-18 2016-17
Total Income 279.47 274.96
Total Expenses 110.40 88.18
EBIDTA 169.07 186.78
Finance cost 76.64 67.00
Depreciation 95.00 136.72
Provision for Mark to Market cost (4.91) 17.98
Profit Before Exceptional Item 2.34 (34.92)
Exceptional Item 238.99 -
Profit/Loss Before Tax (236.65) (34.92)
Tax Provision (26.59) (14.98)
Profit/Loss After Tax (210.06) (19.94)

During the year under review your Company's total income achieved is INR 279.47 Mnagainst INR 274.96 Mn of the previous year. The revenue growth is better compared to theprevious year. The exceptional Item of INR 238.99 Mn for the current year has beenallocated to Impairment of Plant and Machinery. Since your company has not achieved profitfor the current year your company is not in a position to recommend dividend for the yearunder review. Weakening of INR continuously and stagnant power prices are affecting theprofitability. The company is considering other alternative options for acceleratedgrowth. There are no Subsidiary / Joint Venture or Associate companies which ceased toexist during the year under review. The company has not issued any shares withdifferential voting rights sweat equity shares or Employee's Stock Options during theyear under review. No provision is made by your company for purchase of its own shares byemployees or trustees for benefit of the Employees for the year under review.

POWER SALE

MAKE CHANGES OF MACHINES:

Under make changes of machine the company has made changes in 13 machines (4 machinesof 250KW and 9 machines of 225KW) in the financial year 2017-18 as compared to 8 machinesin the previous year 2016-17.

MACHINE AVAILABILITY GRID AVAILABILITY AND PLANT LOAD FACTOR (PLF) %:

Year States Machine Availability Grid Availability Plant Load Factor (PLF)
2017-18 Tamil Nadu 93.91 95.14 12.03
2017-18 Karnataka 85.67 98.80 19.00
2016-17 Tamil Nadu 90.00 82.91 11.74
2016-17 Karnataka 90.00 99.00 23.14

Machine availability for TN is 93.91% and KAis 85.67%. Machine availability for TN andKAwas 90% for the previous year which was dropped down because of K5 land dispute in thefinancial year under review. Disputes settled down through court during the financial yearunder review at Karnataka.

The improvement in Grid availability and PLF has resulted in better performance for theperiod under review.

PENDING CLAIMS

Pending claims made by the Company as on 31.3.2018 amount to Rs.57.47 Cr. The listwhich is inclusive is provided underthe financial statements annexed with this report.

OPERATIONAL PERFORMANCE

1. The Company has achieved improvement of the WEGs performance and operationalefficiency thereby ensuring around 90% machine availability.

2. The Company has completed an effective automation programme to reduce manual labourand associated costs thereby ensuring better operational control.

3. The company's efforts with the Indian Wind Power Association relating toimplementation of forecasting mechanism has ensured optimum power evacuation during thewind season and helped avoid loss of generation due to grid availability.

ECONOMIC SCENARIO AND OUTLOOK:

Indian Economy Overview

The Economic Survey for 2017-18 had projected India's GDP growth to be 6.75% inFinancial Year 2017-18 and expecting GDP to grow 7-7.5% in Financial Year 2019.

The National Council of Applied Economic Research (NCAER) has revised up itsprojections for the country's economic growth to 7.6 per cent for the current financialyear compared with the earlier forecast of 7.3 per cent. NCAER's projections are shadehigher than Economic Survey which projected the GDP growth in the range of 6.75 per centto 7.5 per cent for the current financial year. However the World Bank has forecastgrowth to be just 7.2 per cent forthe year.

While the Cental Statistics Office (CSO) estimated that nominal GDP in 2017-18 stood at9.5% (Rs166.3 trillion) the Economic Survey put the figure at 10.5% (Rs167.8 trillion) adifference of Rs1.5 trillion. Had the government used the CSO estimate of GDP fiscaldeficit for 2017-18 would have been 3.6% of GDP higher than 3.5% of GDP achieved in2016-17. This would have meant government has slipped from its commitment of fiscalconsolidation. The finance ministry has assumed 11.5% nominal GDP growth in 2018-19 toreduce fiscal deficit to 3.3% of GDP against the earliertargetof 3% of GDP.

The Economic Survey 2017-18 seems to suggest that the negative impact of demonetisationon the Indian economy may have finally come to an end. The Economic Survey which istabled in the Parliament ahead of the Union Budget reviewed that the cash-to-GDP ratiohad stabilized which suggested a return to equilibrium. The survey cited exports andimports data to claim that the demonetisation effect was now over. The Economic Surveysaid that demonetization had led to Rs 2.8 lakh crores less cash and Rs 3.8 lakh croresless high denomination notes in the Indian economy.The Economic Survey 2017-18 forecastsa growth rate of 7 to 7.5 per cent for FY19 as compared to the expected growth rate of6.75 per cent in FY18. Focus on private investments and exports two truly sustainableengines of economic growth will be crucial in improving the climate for rapideconomicgrowth.

RE potential and growth in India

The renewable energy sector in India had nominal growth in the financial year 2017-18.

Ministry of New and Renewable Energy (MNRE) has increased their wind power capacityaddition by adding over 1762.24 MW in 2017-18.

The leading States in the wind power capacity addition during 2017-18 are Karnataka 758MW followed by Andhra Pradesh 344.10 MW and Tamil Nadu 335.64 MW. In addition GujaratMadhya Pradesh Rajasthan Maharashtra and Kerala have reported 272.80 MW 22.10 MW 16MW 12.60 MW and 1 MW wind power capacity addition respectively during 2017-18.

In India renewable energy currently accounts for about 20% of the total installedcapacity of 343167 MW.

RISKS AND CONCERNS

1. The continued high interest rates and exchange fluctuation is a dampener for lookingat new projects due to viability concerns.

2. Price of CERs has drastically reduced and the existing unsold CERs units will notresult in meaningful revenue due to cost involved in renewal process.

3. Upgradation of transmission network & Green Power corridor work is still underprogress from the Government's side.

4. Delay in obtaining clearances / approvals depends on Govt agencies & projectsize

5. Non- compliance of mandatory regulatory orders to enforce RPO mechanism stillexists.

6. Introduction of Reverse bidding Mechanism by TANGEDCO is expected to put pressure ontariffs and net realization.

7. Implementation of Scheduling and forecasting from the IPPs like our company will putpressure on complying with the orders due to different makes and capacities of WEGs andage factor of WEGs due to requirement of retrofitting with necessary equipment in theWEGs.

8. The recent guidelines from TANGEDCO on slot to slot adjustments to group captiveclients is being complied by us but still clarification on TANGEDCO latest compliancemethodology is required for effective compliance. Stay has been obtained on thisunilateral order but its impact will be known based on the outcome of the judgement.

OPPORTUNITIES

1. The management is considering adding upto 10 to 15 MW of Solar project in view ofthe policy push by the GO I & reduction of capex cost for Solar projects but effectof GST implementation & lower tariff bidding needs to be considered carefully toensure profitability.

2. Core Expertise: Wide expertise in the operations of wind farms from Pre Concept toPost Commissioning. Experienced employees with "willing to do" attitude withProven Track record and Technical Expertise

3. Multiple projects capability: Wind assets are located across some of the best sitesof the country thereby enabling it to generate higher output. Our wind assets comprise ofwind turbines of varied size and specification which are operated and maintained by ourwell trained technical teams across locations

4. Regulatory Support: The renewable sector has been primarily driven by supportivegovernment policies be it in the form of tax incentives capital subsidiesfeed-in-tariffs viability gap funding or renewable energy certificates. Must run statusfor Wind Energy has to be implemented in the draft RE Act for which we are pitching inthrough various forums to influence the Government action.

5. Large Untapped Potential: The widening gap between demand and supply at present isexpected to continue in the future given the growing demand of power by industries andrising population coupled with the continued shortage situation. The demand visibilitymakes the business extremely lucrative in the medium as well as long term.

6. Repowering of 15 years and above WEGs with latest technology provides an opportunityto improve generation as well as help in complying with latest guidelines of forecastingand scheduling slot to slot adjustments harmonics and LVRT implementations mandated byERCs.

THREATS

1. Growing Population of obsolete technology and ageing WEGs in high wind areas areincreasing the cost per KWH of generation and thus making it unviable to operate afavorable Repowering policy sorting out the gray areas will ensure phasing out of oldmachines to bring in new & upgraded machines on a large scale to meet the Governmentsambitious target of 60 GW wind power by 2020.

2. Increasing Competition: Rising popularity and greater familiarity with benefitsassociated with the sector may encourage others into entering the sector thereby resultingin increased competition which will have an impact on company's revenue.

3. Higher Finance Cost: The industry is faced with higher borrowing cost in absence ofany support from the Government. Delay in obtaining the requisite approvals leads to costoverruns thereby impacting the financial viability of the project.

4. Vulnerability to Delays: Given the nature of the business any lag or the delay onaccount of environmental factors (forest clearances) can result in cost escalation therebyaffecting the viability of the project.

5. Increase in cost per MW price of WEGs with higher capacities and latest technologysuitable for low wind regime combined with reduction in tariffs being competitive throughReverse bidding exerts downward pressure on net realization from wind power sale.

UDAY SCHEME AND GREEN CORRIDOR UPDATE

India's total wind and Solar power generation share in 2016-2017 is 14.3%. According toa recent report by the Institute for Energy Economics and Financial Analysis (IEEFA) TamilNadu is the top state in terms of variable renewable market share and installed renewableenergy capacity.

The Union ministry of renewable energy has issued guidelines for setting up inter-statetransmission system to evacuate wind power to the extent of 1000MW from windy states likeTamil Nadu Andhra Pradesh and Rajasthan. The Tamil Nadu government is in talks with thecentral government to set up a dedicated Inter-State Green Energy Corridor to transmit thesurplus wind energy to energy deficit states to expedite the investments of around Rs 110billion in renewable energy sector in the next three years.

The government has said that the takeover of Rs 228.15 billion debt from TANGEDCO in2016-17 under the Ujjwal Discom Assurance Yojana (UDAY) by the central government hasimproved the financial position of TANGEDCO. The net loss of the State discom is estimatedto come down from Rs 43.49 billion in 2016-17 to Rs 29.75 billion in 2017-18.

Work on India's first green energy corridor project has begun namely in Raigarh -Pugalur 800 kilovolt (KV) with an ultra high-voltage direct current (UHVDC) system aims toconnect Raigarh in Central India to Pugalur in the Southern state of Tamil Nadu.

This link is a key element of integrating renewable energy with the main grid. It willintegrate thermal and wind energy for transmission of power to high consumption centerslocated thousands of kilometers away supporting electricity demands in the south andtransmitting clean energy to the north when there is excess wind power.

CORPORATE SOCIAL RESPONSIBILITY (CSR activity)

The group has provided contributions to support local festivals and cultural activitiesin the site areas to encourage local population participation and encourage the localcultural heritage.

NUMBER OF MEETINGS OF THE BOARD

Indowind Energy Limited held 7 Board Meetings during the year ended 31stMarch 2018. These were on 2981 April 2017 23rd May 2017 (AdjournedMeeting) 1401 September 2017 5th December 20175lhJanuary 201817"1 January 2018 and 1341 February 2018.

DIRECTORS

Mr. Bala V Kutti is retiring in the fourth coming 23rd AGM of the companyand being eligible offers himself for re-appointment.

Your company is proposing Mr. K.S. Ravindranath as Whole Time Director for the periodof three years and the information regarding his reappointment is provided in the noticeconvening the 23rd AGM of the company.

STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS' UNDER SECTION 149 (6) OFCOMPANIES ACT 2013

The Company has obtained declaration from the Independent Directors that they meet thecriteria of Independence as provided in section 149 (6) of the Companies Act 2013

DIRECTORS'RESPONSIBILITYSTATEMENT

Pursuant to Section 134 (3) (c) and 134 (5) of the Companies Act 2013 the Board ofDirectors hereby state that;

1. In the presentation of the Annual accounts applicable standards have been followedand there are no material departures.

2. The Directors have selected such accounting policies and applied them consistentlyand made judgments 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 2018 and profit for theCompany for the year ended 3181 March 2018.

3. The Directors have taken proper and sufficient care in the maintenance of adequateaccounting records in accordance with the provisions of the Act for safe guarding theassets of the Company and for preventing and detecting fraud and other irregularities.

4. The Directors have prepared the annual accounts on a going concern basis; and

5. The Directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively and

6. The Directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.

POLICY FOR SELECTION AND APPOINTMENT OF DIRECTORS AND THEIR REMUNERATION

The Nomination and Remuneration (N&R) Committee has adopted a Charter which interalia deals with the manner of selection of Board of Directors CEO Managing Director andtheir remuneration. This policy is accordingly derived from the said charter.

1. Criteria of Selection of Non-Executive Directors

a. The Non-Executive Directors shall be of high integrity with relevant expertise andexperience so as to have a diverse Board with Directors having expertise in the fields ofmanufacturing marketing finance taxation law governance and general management.

b. In case of appointment of Independent Directors the N&R Committee shall satisfyitself with regard to the independent nature of the Directors vis-a-vis the Company so asto enable the Board to discharge its function and duties effectively.

c. The N&R Committee shall ensure that the candidate identified for appointment asa Director is not disqualified for appointment under Section 164 of the Companies Act2013.

d. The N&R Committee shall consider the following attributes / criteria whilstrecommending to the Board the candidature for appointment as Director.

i. Qualification expertise and experience of the Directors in their respective fields.

ii. Personal Professional or business standing:

iii. Diversity of the Board.

e. In case of re-appointment of Non-Executive Directors the Board shall take intoconsideration the performance evaluation of the Director and their engagement level.

2. Remuneration:

The Non-Executive Directors shall be entitled to receive remuneration by way of sittingfees

reimbursement of expenses for participation in the Board / Committee meetings.

i. A Non-Executive Director shall be entitled to receive sitting fees for each meetingof the Board or Committee of the Board attended by him of such sum as may be approved bythe Board of Directors within the overall limits prescribed under the Companies Act 2013and the Companies (Appointment and Remuneration of Managerial Personnel Rules 2014).

ii. The Independent Directors of the Company shall not be entitled to participate inthe Stock Option Scheme of the Company if any introduced by the Company.

3. CEO Managing Director/Whole Time Director-Criteria for selection/appointment Forthe purpose of selection of the CEO Managing Director / Whole Time Director the N&RCommittee shall identify persons of integrity who possess relevant expertise experienceand leadership qualities required for the position and shall take into considerationrecommendation if any received from any member of the Board.

The Committee will also ensure that the incumbent fulfills such other criteria withregard to age and other qualifications as laid down under the Companies Act 2013 or otherapplicable laws.

4. Remuneration forthe CEO Managing Director/Whole Time Director

i. At the time of appointment or re-appointment the CEO Managing Director / WholeTime Director shall be paid such remuneration as may be mutually agreed between theCompanies (which includes the N&R Committee and the Board of Directors) and the CEOManaging Director / Whole Time Director within the overall limits prescribed under theCompanies Act 2013.

ii. The remuneration shall be subject to the approval of the Members of the Company inGeneral Meeting.

iii. The remuneration of the CEO Managing Director / Whole Time Director comprises ofsalary allowances perquisites amenities and retrial benefits.

5. Remuneration Policy for the Senior Management Employees

In determining the remuneration of the Senior Management Employees (i.e. KMPs andExecutive Committee Members) the N&R Committee shall ensure/consider the following:

i. The relationship of remuneration and performance benchmark is clear;

ii. The remuneration comprising of salaries perquisites and retirement benefits;

iii. The remuneration including annual increment is decided based on the criticality ofthe roles and responsibilities the Company's performance vis-a-vis the annual budgetachievement.

iv. N&R Committee will carry out the individual performance review based on thestandard appraisal matrix and shall take into account the appraisal score card and otherfactors whilst recommending the annual increment.

The remuneration is provided to all as per this Remuneration Policy which is adopted bythe Company.

AUDIT COMMITTEE

A qualified and independent Audit Committee of the Board of the company is functioning.It monitors and supervises the Management's financial reporting process with a view toensure accurate and proper disclosure transparency and quality of financial reporting.The committee reviews the financial and risk management policies and also the adequacy ofinternal control systems and holds discussions with Statutory Auditors and InternalAuditors. This is enhancing the credibility of the financial disclosures of the companyand also provides transparency.

The company continued to drive immense benefit from the deliberation of the AuditCommittee comprising of Mr. Niranjan R. Jagtap Dr. K.R. Shyamsundar and Mr. K.S.Ravindranath who are highly experienced and having knowledge in project finance accountsand company law. Mr. Nirajan R. Jagtap is the Chairman of the Audit Committee. The CompanySecretary acts as the Secretary of the Audit Committee.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013

The Company has in place an Anti-Sexual Harassment Policy in line with the requirementof the Sexual Harassment of Women at the Workplace (Prevention Prohibition &Redressal)Act2013 internal Complaints Committee (ICC) has been set up to redresscomplaints received regarding sexual harassment. All employees (Permanent contractualtemporary trainees) are covered under this policy. The following is summary of sexualharassment complaints received and disposed of during the year 2017-18 No. of complaintsreceived during the financial year: Nil No. of complaints disposed of during the financialyear: Nil. However subsequent to the FY the company has received a complaint which isunder process.

PREVENTION OF INSIDER TRADING:

The Company has adopted a Code of Conduct as per the Guidelines issued by theSecurities and Exchange Board of India for prevention of insider trading with a view toregulate trading in securities by the Directors and designated employees of the Company.The Code prohibits the purchase or sale of Company shares by the Directors and thedesignated employees while in possession of unpublished price sensitive information inrelation to the Company and during the period when the Trading Window is closed.

The Board of Directors and the designated employees have confirmed compliance with theCode. DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONNEL WHO WERE APPOINTED OR HAVE RESIGNEDDURING THE YEAR

There is no appointment or resignation of Directors and Key Managerial Personnel of theCompany during the financial year 2017-18.

However Mr. S. Diraviam has resigned from the post of Company Secretary and Ms. HarshaJ has been appointed as Company Secretary with effect from 6* April 2018.

PARTICULARS OF LOANS GUARANTEE OR INVESTMENTS:

There is no loan / guarantee is outstanding as on 31.3.2018. With respect toinvestments details are provided under note No. 6 of notes on accounts under non-currentinvestments.

BUSINESS RISK MANAGEMENT:

The Company has developed a Risk Management Policy by identifying the elements of riskwhich are mentioned below. The risk management approach at various levels includingdocumentation and reporting seeks to create transparency minimize adverse impact on thebusiness objectives and enhance the company's competitive advantage.

Project Risks:

It is a high capital intensive in nature and therefore could be exposure to time andcost overruns. To mitigate these risks the project management team and the projectaccounting and governance frame work has been further strengthened.

Competition risks:

The industry is becoming intensely competitive with the foray of new entrants. Tomitigate this risk the Company is leveraging on its expertise experience and its createdcapacities to increase market share enhance brand visibility. It would also leverage itsinfrastructure and commercial team to offer value to its customers.

Occupational Health and Safety Risks:

Safety of the employees and workers is of utmost importance to the company. Toreinforce the safety culture in the company it has identified Occupational Health &Safety as one of its focus areas. Various training programs have been conducted andOH&S Competencies are integrated in to job descriptions of all Top Management andSafety Professionals.

BOARD EVALUATION:

Pursuant to the provisions of the companies Act 2013 and Schedule V of SEBI (ListingObligation and Disclosures Requirements) Regulations 2015 the Board has carried out anannual performance evaluation of its own performance the directors individually as wellas the evaluation of the of its Audit nomination and remuneration and compliancecommittees. The manner in which the valuation has been carried out has been explained inthe Corporate Governance report. DEPOSITS:

During the year under review the company has not accepted any deposits from the publicwith in the ambit of section 73 of the companies Act 2013 and The companies (Acceptanceof Deposits) Rules 2014.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE HON'BLE HIGH COURT OF MADRAS

On 22nd July 2017 the arbitration award was given by the sole Arbitator Retd JusticeMr. Chandru and by this award Indo wind energy is entitled to get the compensation forgeneration loss for the financial years from 2010-11 to 2015-16 amounting to Rs. 23.11Crores with interest at 18% p.a from 1-4-2015 till the date of realization. Suzlon hasappealed against this award before the High Court of Madras and the court has ordered todeposit Rs 5.00 Cr to the credit of the Registrar General of High Court Madras and theproceedings are on.

In the mean while Indowind energy has claimed compensation towards generation loss forthe financial years 2015-16 & 2016-17 amounting to Rs. 9.03 Cr. and since it is notpaid by suzlon Indowind has filed an insolvency application before NCLT / Ahmedabad forinitiating in solvency process under IBC and the proceeding before NCLT /AMD is on.

WHISTLE BLOWER POLICY

The Company has a whistle blower policy to deal with instance of fraud andmismanagement if any. The detail of the policy is explained in the Corporate GovernanceReport and posted on the website of the company.

FINANCIAL STATEMENTS OF THE SUBSIDIARY COMPANY - Indowind Power Pvt. Ltd (IPPL)

I PPL has substantially contributed to the turnover of your company for the year underreview. The Authorized Capital of the Company is Rs. 15000000/- comprises of 1500000equity shares of Rs. 10/-each. The issued and Paid up capital of the company comprises of1336960 equity shares of Rs. 10/- each amounting to INR. 13369600/- in which IndowindEnergy Ltd holds 682560 equity shares of Rs. 10/- each amounting to 51.05% of the totalpaid up capital.

FINANCIAL HIGHLIGHTS AND PERFORMANCE

INR. In Million
PARTICULARS 2017-18 2016-17
Total Income 19.20 20.77
Total Expenses 19.03 20.66
Profit before Tax 1.64 1.10
Tax 0.50 0.03
Profit After Tax 1.14 0.76

INDUSTRIAL RELATIONS AND PARTICULARS OF EMPLOYEES

As of 3181 March 2018 Your Company has 68 employees on its rolls atdifferent locations including Senior Management Personnel Engineers Technicians andTrainees. The employees will be inducted in to permanent services of the Company aftertraining to fill up vacancies as when arises. Your company has not issued any sharesunder Employees' Stock option Scheme during the year under review.

THE RATIO OF REMUNERATION OF EACH DIRECTOR TO THE MEDIAN EMPLOYEE'S REMUNERATION OF THECOMPANY FOR THE FINANCIAL YEAR 2017-18 ARE GIVEN BELOW:

Name of the Directors Ratio to Median Employee's Remuneration
Mr. Bala V. Kutti 0.54
Mr. Niranian R. JaataD 1.08
Dr. K.R. Shyamsundar 1.08
Mr. K. S. Ravidranath 9.90
Ms. Alice Chhikara 0.81

THE PERCENTAGE INCREASE IN REMUNERATION OF DIRECTORS KMP AND MEDIAN EMPLOYEE FORTHEFINANCIAL YEAR 2017-18

There is no increase in remuneration to the Directors KMP and median employee duringthe financial year2017-18.

VARIATIONS IN THE MARKET CAPITALISATION OF THE COMPANY PRICE EARNINGS RATIO AS AT THECLOSING DATE OF THE CURRENT FINANCIAL YEAR AND PREVIOUS FINANCIAL YEAR

Particulars March 312018 March 312017 % Change
Market Capitalization (Rs.) Rs. 658702507 Rs. 37332458 + 56.68%
Price earnings ratio 3.14 23.11 + 86.41%

PERCENTAGE OF INCREASE OR DECREASE IN THE MARKET QUOTATION OF THE SHARES IN COMPARISONTO THE RATE AT WHICH THE COMPANY CAME OUT WITH THE LAST PUBLIC OFFER

Price of public offer Rs. 65/- Market price as on 31.03.2018 Rs.7.34/- difference(Rs.57.66/-) (88.71%)

THE KEY PARAMETERS FOR ANY VARIABLE COMPONENT OF REMUNERATION AVAILED BYTHE DIRECTORS

None

THE RATIO OF THE REMUNERATION OF THE HIGHEST PAID DIRECTOR TO THAT OF THE EMPLOYEES WHOARE NOT DIRECTORS BUT RECEIVE REMUNERATION IN EXCESS OF THE HIGHEST PAID DIRECTOR DURINGTHE YEAR

None

LIST OF EMPLOYEES WHO ARE IN RECEIPT OF REMUNERATION MORE THAN THE STIPULATED AMOUNTMENTIONED UNDER RULE 5 (2) OF COMPANIES (APPOINTMENT AND REMUNERATION) RULES 2014

None

AFFIRMATION THAT THE REMUNERATION IS AS PER THE REMUNERATION POLICY OF THECOMPANY

The Company affirms remuneration is as perthe remuneration policy of the Company.CORPORATE GOVERNANCE

Your Company has complied with the requirements regarding Corporate Governance asrequired under SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015entered in to with the Stock exchanges where the Company's shares are listed. A Report onthe Corporate Governance in this regard is made as a part of this Annual Report and acertificate from the Auditors of yourCompany regarding compliance of the conditions of theCorporate Governance is attached to this report.

LISTING OF EQUITYSHARES

Your Company's equity shares are continued to be listed on the BSE Ltd Mumbai andNational Stock Exchange of India Ltd. Mumbai FCCBsare listed at Singapore ExchangeSecuritiesTrading Ltd. (SGXST) during the year under review.

AUDITORS

M/s.Sanjiv Shah & Associates Chartered Accountants Chennai retires at theconclusion of this Annual General Meeting and are eligible for reappointment

ANNUALRETURN

As provided in Sec 92 (3) of the Act a copy of the annual return is available on thewebsite of the company and the web-link of such annual return ishttp://www.indowind.com/ielannualretum2017-18.pdf

TRANSACTIONS WITH RELATED PARTIES

Detailed information is provided with respect to the list of Related Parties under noteNo.44 of the notes on accounts and with respect to transactions with related parties aregiven in detailed under note No. 44 of the notes on accounts in the format Form AOC-2which forms part of this report in Annexure (2).

SECRETARIAL AUDIT

Mr. R. Kannan PCS is the Secretarial Auditor of the company for the year under reviewand his report is attached with this in Form MR-3 which forms part of this report inAnnexure (3). With respect to the observation of Secretarial Auditor in his report we wishto state that the company is taking all initiatives to find the suitable CFO filing ofpending form MGT-14 improvising policies related to related party transaction and byupdating website.

ADEQUACY OF INTERNAL CONTROL

Your Company has effective and adequate internal control systems in combination withdelegation of powers. The control system is also supported by internal audits andmanagement reviews with documented policies and procedures.

M/s. S. Vasudevan & Associates are the Internal Auditors who continuously monitorand strengthen the financial control procedures in line with the growth operations of theCompany.

PARTICULARS REQUIRED UNDER SECTION 134 OF THE COMPANIES ACT 2013 AND ITS COMPANIES(ACCOUNTS) RULES 2014

The particulars required to be given in terms of section 134 of the Companies Act 2013and its Companies (Accounts) Rules 2014 regarding conservation of Energy TechnologyAbsorption Foreign Exchange Earnings and Foreign Exchange outgo are not applicable toyour Company.

ACKNOWLEDGEMENT

The Directors wish to place on record their sincere thanks and gratitude to all itsShareholders Bond holders Bankers State Governments Central Government and itsagencies statutory bodies suppliers and customers for their continued co-operation andexcellent support extended to the Company from time to time.

Your Directors place on record their utmost appreciation for the sincere and devotedservices rendered by the employees at all levels.

For and on behalf of
BOARD OF DIRECTORS OF
INDOWIND ENERGY LIMITED
Place: Chennai - 600 034 Niranjan R Jagtap
Date: OS1" June 2018. Director

#MDEnd#