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Indowind Energy Ltd.

BSE: 532894 Sector: Infrastructure
NSE: INDOWIND ISIN Code: INE227G01018
BSE 15:40 | 04 Jul 13.10 0.05
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NSE 15:31 | 04 Jul 13.10 0.10
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OPEN 13.00
PREVIOUS CLOSE 13.05
VOLUME 19776
52-Week high 44.50
52-Week low 5.88
P/E 1310.00
Mkt Cap.(Rs cr) 118
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 13.00
CLOSE 13.05
VOLUME 19776
52-Week high 44.50
52-Week low 5.88
P/E 1310.00
Mkt Cap.(Rs cr) 118
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Indowind Energy Ltd. (INDOWIND) - Director Report

Company director report

#MDStart#

MANAGEMENT DISCUSSIONS AND ANALYSIS

OF INDOWIND ENERGY LIMITED

To

The Members

Your Directors are pleased to present this 26th Annual Report of the Companytogether with the Audited Accounts for the year ended 31st March 2021.

FINANCIAL RESULTS

INR. In Million

PARTICULARS 2020-21 2019-20
Total Income 206.72 213.39
Total Expenses 90.38 123.19
EBITDA 116.34 90.20
Interest 20.53 52.90
Depreciation 93.21 93.08
Tax Provision 2.59 0.67
Profit After Tax 0.41 0.11
Profit Before Tax 2.18 0.56

During the year under review your Company's total income achieved is INR 206.72 Mnagainst INR 213.39 Mn of the previous year. The revenue has decreased in Karnataka due toDISCOM'S viz. GESCOM & HESCOM have not renewed the Wheeling & Banking agreement asper the KREDL order hence the Generation has been kept in abeyance & has not beenrealized. Total expenses has decreased to INR 90.38 Mn from previous year of INR. 123.19Mn. The interest paid for the year under review is INR. 20.53 Mn compared to INR 52.90 Mnof previous year due to nonbooking of Interest on loan repayment for EXIM in USD due tolitigation. Due to inadequacy of profits your Company is not in a position to recommenddividend for the year.

OPERATIONAL PERFORMANCE

POWER SALE

The company has sold the power generated & evacuated to the grid to its captiveclients as per the contractual terms to maintain the revenues in TN in spite ofcompetitive pressure on pricing and increase in charges by TANGEDCO. In Karnataka theDISCOM'S viz. GESCOM & HESCOM have not renewed the Wheeling & Banking agreement asper the KREDEL order hence the Generated units valued at INR 42.16 Mn has been kept instock in hand to be realized. The company is following up with various departments toclear this bottleneck and is expected to realise the income during 21-22.

Revenue (INR) 2020-21 2019-20
Tamil Nadu 111074532 110501675
Karnataka 50790415 78977625
Unrealised generation income in Karnataka 42160000 Nil
Karnataka Actual Total 92950415 Nil

MACHINE AVAILABILITY & PROCESS IMPROVEMENT

During the current year the machine availability has improved to 90% ensuring optimumgeneration still grid availability fluctuation is a hurdle in evacuation. Automationprogramme implemented by the company is working smoothly providing MIS for operational andexecutive decision making.

PLF(%)-INDIA

The average PLF for wind in India ranged from 15 to 16% upto 2010 due to smallercapacity machines installed in high wind areas with old technology WEGs. PLFs graduallyincreased due to higher capacity turbines of MW class being installed in India with latesttechnology to an average of around 25 to 26% PLF annually for these WEG's improving theAll India PLF to around 18 to 19 % p.a. The PLF also is highly state & site specificand depends on evacuation facilities available & the DISCOMs scheduling the wind powerfor evacuating due to lower penetration of MW class machines around 20% capacity theaverage PLF in India has slightly increased to 17 to 18% with a higher potential ofincreasing PLF through repowering of smaller capacity WEG's with higher capacity WEG's& implementing Energy storage systems.

PLF (%) - INDOWIND

YE 31 March 2019 2020 2021
Tamilnadu 11.11 10.1 9.9
Karnataka 18.58 17.0 12.95

The Company offers 'Green Power' to its customers which are mainly Corporatesand State utilities to ensure higher revenue realization.

ECONOMIC SCENARIO AND OUTLOOK:

Indian Economy Overview

With the economic activity gaining momentum post Covid 19 lockdown and rollout ofcoronavirus vaccines the Indian economy is likely to do better than the projection of an8 per cent shrinkage in the current fiscal. The Department of Economic Affairs in itsmonthly report said the recovery of global output has slowed following the re-impositionof lockdowns in advanced countries amid renewed COVID-19 waves and its emerging variants.

However economic activity in India has gathered pace with mild stiffening of theCOVID-19 curve failing to deter a steady uptick in consumer sentiment which has beenbolstered by the inoculation drive. Positive GDP growth in Q3 of FY21 - for the first timesince the onset of the pandemic - adds to the positive sentiment as the economy is set toclose the year with activity levels higher than measured in the second advance estimatesof GDP" the report said.

The second advance estimates of National Income for FY2020-2I recently released by theNational Statistics Office (NSO) indicate real Gross Domestic Product (GDP) contraction at8 per cent larger than real Gross Value Added (GVA) contraction of 6.5 percent.

GDP Outlook for 2021-22

India's GDP to grow 12.6 per cent in FY22 the highest among emerging and advancedeconomies. GDP growth for FY23 is pegged at 6.9 per cent. India is the only countryexpected to register a double-digit growth this fiscal.

"For the emerging and developing Asia regional group projections for 2021 havebeen revised up by 0.6 percentage point reflecting a stronger recovery than initiallyexpected after lockdowns were eased in some large countries.

The Organization for Economic Co-operation and Development (OECD) has highlightedstrong fiscal measures taken by the Indian government to tackle the economic impact of thepandemic. "The recovery in activity continued in the fourth quarter of 2020 despitenew virus outbreaks in many economies and tighter containment measures. The rebound hasbeen relatively fast in several large emerging-market economies. Activity moved abovepre-pandemic levels in China India and Turkey helped by strong fiscal and quasi-fiscalmeasures and a recovery in manufacturing and construction" OECD said in its latestinterim economic outlook.

RE potential and growth in India

As on March 31 2021 the installed renewable energy capacity stood at 94.43 GW ofwhich solar and wind comprised 34.62 GW and 37.69 GW respectively. Biomass and smallhydro power constituted 9.87 GW and 4.68 GW respectively. Government plans to establishrenewable energy capacity of 500 GW by 2030.

Wind Installation in the World

Despite the COVID-19 pandemic the year 2020 was the best year in history forthe global wind industry as this sector installed 93 GW of new capacity in 2020 accordingto a new report titled ‘Global Wind Report 2021 released by the GlobalWind Energy Council. This is the 16th annual flagship report released by GWEC onMarch 25 2021. The 93GW represents a 53% year- on-year increase.

• The global wind power market increased four times in size over the past decadebut the record growth was seen in 2020.

• This increase was driven by a surge of installations in China and the US alone

• Together the US and China installed 75% of new installations in 2020 andaccount for over half of the world's total wind power capacity.

• In the current scenario 743GW of wind power capacity has been installedworldwide which is helping to avoid over 1.1 billion tonnes of C02 annually.

• However GWEC's report shows that the current rate of wind power installed willnot be enough to achieve carbon neutrality by 2050.

• The world needs to install a minimum of 180 GW of new wind energy every singleyear to limit global warming to well below 2C above pre-industrial levels.

• Similarly it will need to increase the capacity to 280GW annually to meet thenet-zero emission target by 2050.

Wind power will continue to deliver record growth of new installations over the nextfive years and make crucial contributions to economic recovery around the world. A newanalysis by the Global Wind Energy Council (GWEC) shows that wind can power 3.3 millionjobs over the next five years in a dynamic supply chain across the world many of whichwill be locally based and will require a variety of skills across the full value chain ofthe sector.

With 751 GW of wind power capacity already installed the wind industry has generatednearly 1.2 million jobs globally to date according to the International RenewableEnergy Agency. The world's leading wind energy countries are home to hundreds of thousandsof direct jobs in the wind industry. As of2020 there were approximately 550000 windenergy workers in China 26000 in Brazil 115000 in the US and 63000 in Indiaaccording to a global survey by GWEC Market Intelligence.

OPPORTUNITIES AND THREATS

Large Platform Turbines: The wind industry is seeing a strong movement towardlarger turbines with manufacturers now offering up to 5MW and 6MW platforms. These largertaller turbines can help power producers make wind economical in more locations. Howeverdue to the overall size there are significant impacts to design installation methods andconstruction schedule and costs that need to be considered to determine wide scaleviability.

Policy: The role of government policy in the growth of wind energy has been vital.Recently TANGEDCO has issued an order to phase out WEG's which are older than 20 years orsell the power generated only to TANGEDCO at tariff determined by TNERC. This order ifimplemented will affect nearly 60% of the installed capacity of windmills in TN. TANGEDCOhas also proposed to stop the carry over of Banked units beyond one month which willaffect the revenues of the IPP's due to the seasonal nature of the wind power generation.Both these intentions are being challenged by IWPA to protect the interest of IPPs.

Transmission: One of the greatest limiters on the expansion of wind and renewableenergy expansion is the availability of transmission and power delivery systems. It's anongoing need for utilities to continually build capacity to keep up with the volume ofrenewable energy projects coming online in varied and remote locations.

Demand side growth has been low due to Covidl9 which has constrained selling powerresulting in lower supply uptake from generators by DISCOMs and finances may also undergolot of stress burden creating liquidity issue.

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. Delay inobtaining the requisite approvals leads to cost overruns thereby impacting the financialviability of the project.

COVID-19 disruptions across the world have caused revenues to plummet for manycorporates the level of commitment to sustainable green energy remains impressive. Aspolicymakers chart the way out of the pandemic and emissions show signs of returning topre-pandemic levels in the world's fastest growing economies there is unprecedentedagreement that climate change is the true global emergency. The concept of a runawaythreat crippling the entire world is now not only credible but relatable.

Energy Storage: The nation's energy infrastructure will continue to undergo asignificant transformation over the next five years due in large measure to the emergenceof larger less costly and more efficient battery energy storage. Battery storage is adisruptive technology that is helping transform how electrical power is generateddistributed and consumed. With regulatory and permitting changes underway batterystorage will benefit the electrical grid by supporting dynamic generation and demandwhich in turn supports increased levels of wind and solar power evacuation.

FUTURE PLANS

1. Based on Board review & advise we plan adding capacities for growth by raisingfunds through Equity and Debt based instruments subject to evaluation. The company willalso look at acquiring Brown field projects with a minimum 4 to 5 years payback.

2. The company is pursuing legal measures to recover the delayed charges from TANGEDCOand BESCOM and shortfall performance dues from Suzlon and other recovery dues fromWescare Wipro. Any favorable judgment will help company to recover huge amounts blockedin legal disputes for investing in expansion projects for revenue & profitabilitygrowth. Resolving FCCB issue through mutual negotiation is on as advised by Hon'ble HighCourt of Madras.

3. The 12 mw project initiated as part of Exim bank funding is still pending due tobank's failure in release of funds. The 8-mw project created with part money released inINR 586 Mn. by 2013 has already repaid INR 403 Mn. to Exim bank as per TRA. The targetedequity surplus couldn't be earned due to pending project issues. The company has filed acase in Hon'ble Bombay High Court with prayer for release of balance funds chargereasonable interest rates in line with market rates & power sector ERC tariff policiesetc. and adhere to TRA. The company is in negotiation with the bank and hope to findamicable out of court win-win solution.

4. During the current financial year your Company plans to settle existing debts ofEXIM bank close IREDA loan and acquire 3 MW Wind Mill assets for INR 450 Mn.by raisingloan of INR 1000 Mn and utilize the same to settle and close existing loans plannedacquisition and implement balance 12 MW Wind Mill project.

RISKS AND CONCERNS

1. Compensation claim from Suzlon:

The company has won the Arbitration claim against Suzlon and the Compensation claim forthe loss of generation in units. Arbitration Award dt. 22/07/2017 - INR 207.4 Mn alongwith 18% interest till date of payment for shortfall in generation till 31.3.2015 hasbeen set aside by the High Court of Madras and your company has filed an Appeal before thebench of the Hon'ble High Court of Madras praying for interim stay of the above order dt.26/11/2019 and restore the Arbitration Award. Further company has also made a claim onSuzlon for INR 296653278 being shortfall in generation from 1/4/2015 to 31/3/2020 asper petition filed by your Company before Hon'ble High Court of Madras. Delay in obtainingclearances / approvals depends on Govt agencies & project size.

2. With respect to Interest claim for delayed payments Hon'ble Supreme Court ordered topay interest dues @ 12% and TANGEDCO got an APTEL order to pay 10% which was also delayedand finally TANGEDCO offered a proposal of paying interest @ 6% p.a. and the company hasaccepted the proposal and received the claim settlement @ 6% amounting to Rs. 6.4 Mn. Asagainst the claim amount of Rs. 24.4 Mn. from TANGEDCO. However the offer was acceptedwith a condition that if TANGEDCO pays additional interest to any other customer then thecompany retains the right to also claim the difference in the event of TANGEDCO payinghigher rate of interest Based on the latest TNERC order we plan to pursue the recovery.

3. Recently the Global Wind Energy Council (GWEC) released a new report which analyzeshow COVID-19 is impacting the global wind industry including India. According to thereport to comply with the lockdown in India both local and international turbineoriginal equipment manufacturers (OEMs) and components manufacturers have temporarilysuspended their production activities in India.

CORPORATE SOCIAL RESPONSIBILITY fCSR activity!

Even though your Company is not coming under the purview of Section 135 of theCompanies Act 2013 your company has actively participated in charity activities throughcontributions by providing essential items like food grains cereals and milk to theCOVID-19 affected locals and continues to provide food donation support during localfestivals and cultural activities in the site areas to encourage local populationparticipation and encourage the local cultural heritage.

NUMBER OF MEETINGS OF THE BOARD

Indowind Energy Limited held 5 Board Meetings for the year ended 3 l5t March2021. These were on 29th July 2020 (this original meeting was adjourned to 6thAugust 2020 & further Adjourned to 7th August 2020) 27th August2020 15th September 2020 11 November 2020 and 11th February 2021.

RE-APPOINTMENT OF DIRECTOR RETIRING BY ROTATION

In terms of Section 152 of the Companies Act 2013 Mr. Bala V kutti (DIN 00765036)liable to retire by rotation at the ensuing Annual General Meeting and being eligibleoffers himself for re-appointment. The notice containing this reappointment is set outunder item No. 2 and the Board recommends this resolution for the consideration of themembers.

RE-APPOINTMENT OF WHOLE TIME DIRECTOR

Under Sections 196 and 197 of the Companies Act 2013 Reappointment of Mr. K.S.Ravindranath (DIN: 00848817) as Whole Time Director of the Company for the period ofthree years effective 1st November 2021 to 31st October 2024 is setout under Item No. 4 of the Notice convening 26th AGM and the Board recommendsthe same for the consideration of the members.

RE-APPOINTMENT OF INDEPENDENT DIRECTOR

Mr. K.R. Shyamsundar (DIN: 03560150) was appointed as Independent Director to hold theoffice for 5 consecutive years until the conclusion of the 26thAGM of thecompany. Pursuant to the provisions of the Act and SEBI (LODR) Regulation based on therecommendation of the NRC the Board recommends for the same. For the consideration of themembers through special resolution at the ensuing AGM in respect of reappointment of Mr.K.R. Shyamsundar (DIN: 03560150) as Independent Director for another 5 consecutive yearsand to continue the directorship from the conclusion of this AGM until the conclusion of31st AGM of the Company as set out under Item No. 5 of the Notice convening 26thAGM and the Board recommends the same for the consideration of the members.

APPOINTMENT OF DIRECTOR

Mr. N.K. Haribabu (DIN: 06422543) was appointed as Director (Finance) of the Companyeffective 7th June 2021 for the period of three years subject to the requisiteregulatory approvals and the approval of the shareholders as set out under Item No. 6 ofthe Notice convening 26th AGM and the Board recommends the same for theconsideration of the members.

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

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

DIRECTORS' RESPONSIBILITY STATEMENT

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 apply them consistently andmade judgments and estimates that are reasonable and prudent so as to give a true and fairview of the state of affairs of the Company as at 31st March 2020 and profit /Loss for the Company for the year ended 31st March 2020.

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.

5. The Directors in the case of listed company had laid down internal financialcontrols to be followed by the company and that such internal financial controls areadequate and were operating effectively 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.

AUDIT COMMITTEE

The details are furnished under the Corporate Governance Report (CGR) annexed to thisReport. All the recommendations of the Committee were accepted by the Board.

THE RATIO OF THE REMUNERATION OF EACH DIRECTOR TO THE MEDIAN REMUNERATION OF THEEMPLOYEES OF THE COMPANY FOR THE FINANCIAL YEAR 2020-21 ARE GIVEN BELOW

Name of the Director Ratio to Median Employee Remuneration
Mr. Bala V Kutti 0.53:1
Mr. Niranjan R. Jagtap 0.64:1
Dr. K.R. Shyamsundar 0.64:1
Mr. K.S.Ravindranath 7.78:1
Ms. Alice Chikkara 0.40:1
Mr. NK Haribabu 7.72:1

THE PERCENTAGE INCREASE IN REMUNERATION OF DIRECTORS. KMP AND MEDIAN EMPLOYEE FOR THEFINANCIAL YEAR 2020-21

There is no increase in remuneration to the Directors KMP and median employee of theCompany during the financial year 202-21.

DETAILS OF CHANGE IN RETURN ON NET WORTH Return on Net worth was 0.036% for 2019-20and 0.13% for 2020-21.

THE KEY PARAMETERS FOR ANY VARIABLE COMPONENT OF REMUNERATION AVAILED BY THE 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 THE COMPANY

The Company affirms remuneration is as per the remuneration policy of the Company.

POLICY FOR SELECTION AND APPOINTMENT OF DIRECTORS AND THEIR REMUNERATION

The details are available in the website of the Company at www.indowind.com

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 Boardof Directors and the designated employees have confirmed compliance with the Code.

DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONNEL WHO WERE APPOINTED OR HAVE RESIGNEDDURING THE FINANCIAL YEAR

Mrs. Rajashree Santhanam was appointed as Independent Director with effect from 27thAugust 2020 and resigned on 11th February 2021. Mrs. Harsha J Company Secretaryof the Company was resigned on 30.10.2020 and Mr. N.K.Haribabu was appointed as a Director(Finance) with effect from 7th June 2021 subject to the approval of requisiteregulatory authorities and shareholders of the Company in the 26th AGM.

PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS:

There is no loan / Guarantee outstanding as on 31.03.2021. With respect to investmentsdetails are provided under note No. 6 of notes on accounts under non-current investments.

BUSINESS RISK MANAGEMENT:

The details of which are available in the website of the Company at www.indowind.com

BOARD EVALUATION:

Section 134 of the Companies Act 2013 states that formal evaluation needs to be madeby the Board of its own performance and that of its committees and the individualDirectors. Schedule IV of the Companies Act 2013 and regulation 17(10) of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 states that the performanceevaluation of Independent Directors shall be done by the entire Board of Directorsexcluding the Directors being evaluated.

Pursuant to the provisions of section 134 (3) (p) of the Companies Act 2013 and SEBI(LODR) regulations 2015 the Board has carried out an evaluation of its own performancethe Directors individually as well as the evaluation of the working of its Committees. Astructured questionnaire was prepared after taking into consideration inputs received fromthe Directors covering various aspects of the Board's functioning such as adequacy of thecomposition of the Board and its Committees Board culture execution and performance ofspecific duties obligations and governance. A separate exercise was carried out toevaluate the performance of Individual Directors including the Chairman of the Board whowere evaluated on parameters such as level of engagement and contribution independence ofjudgment safeguarding the interest of the Company and its mandatory shareholders etc. TheDirectors expressed their satisfaction with the evaluation process.

DEPOSITS:

During the year under review the company has not accepted any deposits from the publicwithin the ambit of section 73 of the companies Act 2013 and The companies (Acceptance ofDeposits) Rules 2014.

VIGIL MECHANSIM POLICY

As required under Section 177 of companies Act 2013 (the Act) and Regulation 22 of theSEBI (Listing Obligations & Disclosure Requirements) Regulations 2015 the Company hasestablished a vigil mechanism for directors and employees to report genuine concernsthrough the whistle blower policy of the Company as published in the website of theCompany. As prescribed under the Act and the Listing Regulations provision has been madefor direct access to the chairperson of the Audit Committee in appropriate or exceptionalcases.

FINANCIAL STATEMENTS OF THE SUBSIDIARY COMPANY - INDOWIND POWER PVT. LTD. (IPPL)

IPPL 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 is Rs.13369600/- comprises of 1336960 equity shares of Rs. 10/- each out of which Indowind Energy Ltd holds 682560 equity shares of Rs. 10/- each amounting to 51.05% of thetotal paid up capital.

INDUSTRIAL RELATIONS AND PARTICULARS OF EMPLOYEES

As of 31st March 2021 Your Company has 60 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.

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 31 2021 March 31 2020 % Change
Market Capitalization (Rs.) 341017647 154355356 120.93%
Price earnings ratio 400 376 6.38%

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 31.03.2021 Rs. 3.80/- difference(Rs. 61.20/-) (94.15%)

CORPORATE GOVERNANCE

Your Company has complied with the requirements regarding Corporate Governance asrequired under SEB1 (Listing Obligations and Disclosure Requirements) Regulations 2015. AReport on the Corporate Governance in this regard is made as a part of this Annual Reportand a certificate from the Auditors of your company regarding compliance of the conditionsof the Corporate Governance is attached to this report.

LISTING OF EQUITY SHARES

Your Company's equity shares are continued to be listed on the BSE Ltd Mumbai andNational Stock Exchange of India Ltd. Mumbai.

AUDITORS

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

RESPONSE TO THE AUDITOR'S BASIS OF QUALIFIED OPINION:

As regards Auditors' basis of qualified opinion mentioned in para 3 (1 to 3) of thereport dated 9.7.2021 we wish to state under:

a) EXIM Bank had sanctioned Term loan of Euro's 18Mn equivalent to USD 25 Mn toimplement 25 MW Wind Mill assets along with term loan from banks to the extent of USD 4 Mni.e. Rs 16 ers which made creation of 20 MW as primary common goal out of funding fromEXIM Bank.

b) As against the sanctioned limit of Euro's 18Mn equivalent to USD 25 Mn EXLM Bankreleased only USD 12.7 Mn. Your Company had set up 8 MW wind Mill project incurredpreliminary and pre-operative expenses and WIP for 12 MW project.

c) Servicing of the loan is being done as per the terms and conditions of the Trust andretention agreement executed between the Bank company and Trustee - the Axis bankMylapore Branch Chennai.

d) Bank did not release balance undisbursed loan of USD 12.3 Mn

e) There were disputes due to non-release of funds by Exim Bank on various groundsviz. Fee penalty debits without releasing entire project funds and demand of additionalcollateral securities after commencement of the project with part release with which 8 mwwas operationalized nonrelease of balance loan even after taking additional securities byway of pledge of 40 lac shares of value approximately Rs 2 crores from Associate company12 MW project land documents and FD.

0 On account of non-release of balance loan of USD 12.3 Mn company could not implement12 MW project. Had the Bank released balance loan amount in time balance 12 MW Wind Millproject could have been implemented and loan would be coming to an end as per the originalschedule .The 12 MW project would have earned operating profit of Rs 62.8 crs. till31-03-2021. Your Company has made claim of this loss of operating profit as damages fornon-release of balance undisbursed loan amount in the case filed before The Honble HighCourt of Bombay. The matter is subjudiced. Your company's claim for loss of profit againstthe bank is Rs. 62.8 Cr. and the which shown under contingent assets and accordingly thenet dues the Bank is only Rs.8.3 Cr.

g) With the repeated requests either for release of balance undisbursed loan or elsepay damages/compensation for the losses/damages suffered release of additional securitiesprovided did not evoke response from the Bank your Company had initiated legalproceedings in Hon'ble Bombay High Court asking the bank to release the balance money tocomplete the full project or else pay damages on account of its contractual failure andreturn additional securities provided. Bank was further requested to maintain status quoof the account and the classification of account as NPA itself had been disputed.

h) In the light of the above factual position if the balance loan is released by theBank your Company will complete the 12 MW project and only thereafter entire assets of 20mw wind mill assets will be capitalized as fixed assets. Of the loan amount of Rs 58.6crs Bank had already taken 40.3 crs and the net outstanding as on date 31-03-2021 is Rs18.3 crs.

i) The interest liability is disputed and the disputed interest liability as on31-03-2021 is Rs 24.84 lacs. Your Company had not provided interest for the F.Y. 2020-21in the absence of clarity as regards the rate of interest especially when the bankcontinues to charge exorbitant rate of interest when the matter regarding the rate ofinterest is pending in the Hon'ble High court of Bombay.

j) Further Bank had unilaterally converted the foreign currency loan in to Rupee loanwhen the exchange rate was unfavourable and when the matter regarding classification ofthe account is disputed and request has been made to maintain status quo of the account inthe case filed against the Bank in the Hon'ble High court of Bombay. The matter issubjudice. In view these your company had decided to show the liability as contingent andclaim on Bank the shown as contingent assets. Your Company will treat this liability inthe books on Bank releasing the balance sloan amount.

As regards Auditors' basis of qualified opinion mentioned in para 3 (4) of the reportdated 9.7.2021 we wish to state under:

The company is pursuing the claim of compensation from Suzlon Energy Ltd for theshortfall in generation from the project supplied by them for the period ending till March2021. Earlier the single Arbitrator had vide his Arbitral award dt. 22nd July 2017 heldIndowind Energy Ltd is entitled to compensation from Suzlon Energy Ltd for shortfall ingeneration for the period 1.4.2011 to 31.3.2015. The subject award was set aside by theHonble High Court of Madras vide order dt. 26.11.2019 on the ground that the working madefor the compensation claim needs to be reworked. As the claim was not rejected and as onlythe quantum of compensation alone was in dispute your company is hopeful of succeedingthe case.

As regards Auditors' basis of qualified opinion mentioned in para 3 (5) of the reportdated 9.7.2021 we wish to state under:

The company has preferred commercial summary suit in case No. 5 of2007 before theHon'ble High Court Judicature Bombay against Dena Bank now known as Bank of Baroda forrecovery of Rs. 1 Crore along with interest against the Bank Guarantee issued by thesubject Bank. Your company is hopeful of recovering the dues at the earliest.

As regards Auditors' basis of qualified opinion mentioned in para 3 (6) of the reportdated 9.7.2021 we wish to state under:

The company had provided for interest receipts from TANGEDCO at the rate of 12% as perthe power purchase agreement. However TANGEDCO offered 6% simple interest which thecompany agreed to avail on the condition that in case interest rate at higher rate paid ata later date by the TANGEDCO to any claimant Indowind would become entitled to claimdifferential interest. In the light of the Order passed by TNERC in DRP No. 20 of 2014 dt.15.6.2021 directing TANGEDCO to pay interest at the rate of 1% per month on belatedsettlement of invoices Indowind derives right to claim the differential amount. In thecase of BESCOM also your company is hopeful of collecting the interest dues in the duecourse.

As regards Auditors' basis of qualified opinion mentioned in para 3 (7) of the reportdated 9.7.2021 we wish to state under:

The Subject shares held as investments in the books of the company were to be boughtby the original transferor in entirety. However as entire amount has not been receivedby the company the company chooses to give effect for the consideration received byadjusting in the number of shares held in Revathi Commercial ltd while holding theoriginal share certificate so as to receive full consideration to protect to the interestof your company.

ANNUAL RETURN

Annual Return click the Link mentioned herein; http://www.indowirid.cofn/downloacl/Form%20MGT7.pdf

TRANSACTIONS WITH RELATED PARTIES

Detailed information is provided with respect to the list of Related Parties under NoteNo. 41 of the Notes on Accounts and with respect to transactions with related partiesdetails are given under Note No. 41 of the Notes on Accounts in the format Form AOC-2which forms part of this report in Annexure -2.

SECRETARIAL AUDIT REPORT

Mrs. Aishwaiya the Practising Company Secretary is the secretarial auditor of thecompany for the year under review and her report is attached with this in the format FormMR-3 which forms part of this report in Annexure -3. With respect to the observation ofSecretarial Auditor in her report we wish to state that the company is taking allinitiatives to find appropriate solution improvise the related party transaction policiesand by updating the 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. Kailash Jain & Associates are the Internal Auditors to 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 & SECTION 148 (1) OF THE COMPANIES ACT. 2013

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. Similarly the Central government has not prescribed the maintenance of CostRecords under Section 148 (1) of the Act. Further there is no significant and materialorders were passed by the regulators or courts or tribunals impacting the going Concernstatus and Company's operations in future. An application was filed by the EXIM Bank Ltdunder Section 7 of the IBC 2016 before NCLT/Chennai and same is pending before the saidforum.

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.

DISCLAIMER . . .

The management Discussion and Analysis contained herein is based on the informationavailable to the Company and assumptions based on experience in regard to domestic andglobal economy on which the Company's performance is dependent. It may materiallyinfluenced by changes in economy government policies environment and the like on whichthe Company may not have any control which could impact the views perceived or expressedherein.

For and on behalf of Board of directors of
INDOWIND ENERGY LIMTIED
Date: 10th August 2021 Bala V Kutti
Place: Chennai-34 Chairman

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