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Sunedison Infrastructure Ltd.

BSE: 531260 Sector: Infrastructure
NSE: N.A. ISIN Code: INE332F01018
BSE 00:00 | 10 Aug 370.00 12.75
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NSE 05:30 | 01 Jan Sunedison Infrastructure Ltd
OPEN 365.00
PREVIOUS CLOSE 357.25
VOLUME 15
52-Week high 451.95
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P/E
Mkt Cap.(Rs cr) 166
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Sell Price 0.00
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OPEN 365.00
CLOSE 357.25
VOLUME 15
52-Week high 451.95
52-Week low 47.15
P/E
Mkt Cap.(Rs cr) 166
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Sunedison Infrastructure Ltd. (SUNEDISONINFRA) - Director Report

Company director report

DEAR SHAREHOLDERS

Your Directors are pleased to present the 27th Annual Report along withthe Audited Financial Statements of your Company for the financial year ended on March 312021.

FINANCIAL RESULTS: The summarized financial highlight is depictedbelow:

Particulars

Standalone

Consolidated

2020-21 2019-20 2020-21 2019-20
Revenue from Operations 651062290 499339043 719013889 626113871
Other Income 98114561 7850806 124621023 21147970
Total Income 749176852 507189849 843634912 647261841
Cost of Materials Consumed 549536895 448617064 288224992 480103482
Changes in Inventories of finished goods work in progress and stock in trade 25355488 (16270205) 27595488 (18194745)
Employee Benefit Expenses 142751247 52404309 230666349 73018632
Finance Cost 21198170 21028088 139917003 57747852
Impairment of Goodwill - - 108067646 -
Depreciation and amortization expenses 3947466 1266091 148748524 42624878
Other Expenses 103974908 135162908 316353232 205583776
Total Expenses 846764173 642208255 1259573234 840883874
Profit/(Loss) before Tax (97587321) (135018406) (415938322) (193622034)
Tax Expenses
Current Tax - - 32409464 12577369
Deferred Tax - - (180886077) 9537487
Profit/(Loss) after Tax (97587321) (135018406) (267461709) (215736890)
Other Comprehensive Income net of tax (1731546) - 1802528 713143
Total Comprehensive Income for the period (95855775) (135018406) (265659181) (215023747)
Basic Earnings Per Share (21.35) (30.07) (59.17) (47.89)
Diluted Earnings Per Share (21.35) (30.07) (59.17) (47.89)

There are no material changes and commitments affecting the financialposition of the Company between the end of the financial year and the date of this report.

PERFORMANCE HIGHLIGHTS

STANDALONE FINANCIAL PERFORMANCE OF THE COMPANY

Your Company has recorded total income to the tune of Rs.749176852during the F.Y. 2020-21 compared to Rs.507189949 in the corresponding previousfinancial year.

During the year your company generated earnings before interestdepreciation and tax (EBIDTA) of Rs.(72441685) as compared to Rs.(112724227) in thecorresponding previous financial year.

During the year your company incurred the Net Loss of Rs. 97587321as compared to Rs. 135018406 in the corresponding previous financial year.

CONSOLIDATED FINANCIAL PERFORMANCE OF THE COMPANY

Your Company has recorded total income to the tune of Rs.843634912during the F.Y. 2020-21 compared to Rs.647261841 in the corresponding previousfinancial year.

During the year your company generated earnings before interestdepreciation and tax (EBIDTA) of Rs.(127272795) as compared to Rs.(93249304) in thecorresponding previous financial year.

During the year your company incurred the Net Loss of Rs. 267461709as compared to Rs. 215736890 in the corresponding previous financial year.

OPERATIONAL HIGHLIGHTS

The Company's project portfolio set up across India is a capacityof 245 MW out of which the operational portfolio is 30 MW and balance 215 MW is underconstruction as on March 31 2021.

SUBSIDIARY COMPANIES

As at March 31 2021 your company had a total of 06 subsidiaries and 27Step down subsidiaries the details of which are given elsewhere in the Annual Reportunder relevant sections.

The Information as required under the first proviso to sub-section (3)of Section 129 is given in Form AOC-1 is appended as Annexure -1 to the Board'sReport.

Further pursuant to the provisions of Section 136 of the CompaniesAct 2013 Standalone and Consolidated financial statements along with the relevantdocuments and separate audited accounts in respect of the subsidiaries of the Companiesare available in the website of the Company.https://sunedisoninfra.com/investor-relations.php

SHARE CAPITAL

During the year under review there is no change in the Share Capitalof the Company.

DIVIDEND & RESERVES

The Company has not declared any dividend due to loss incurred by thecompany during the year under review.

EXTRACT OF THE ANNUAL RETURN

The extract of the Annual Return in Form No: MGT-9 is annexed herewithas Annexure-2 and available at the company's website:https://sunedisoninfra.com/investor-relations.php

DEPOSITS

The Company has not accepted any deposits either from the shareholdersor Public and as such no amount of principal or interest was outstanding on the date ofBalance Sheet.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS

Particulars of loans given investments made guarantees given andsecurities provided along with the purpose for which the loan or guarantee or security isproposed to be utilized by the recipient are provided in the Standalone FinancialStatement (Please refer to Notes 06 & 13 under Note to the Standalone FinancialStatement).

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All transactions entered into by the Company with its related partiesduring the year were in ordinary course of business and on arm's length basis and didnot attract the provisions of Section 188 of the Companies Act 2013. During the year theCompany had not entered into any arrangement/transaction with related parties which couldbe considered material in accordance with the company's policy on Related PartyTransactions and accordingly the disclosure of Related Party Transactions in Form AOC-2is not applicable. However names of Related Parties and details of transactions with themhave been included in Note No: 33 to the Standalone Financial Statements provided in theAnnual Report.

RESTRUCTURING OF SUNEDISON INFRASTRUCTURE LIMITED BASED ON THEFRAMEWORK AGREEMENT DATED: JUNE 23 2020

SunEdison Infrastructure Limited ("Company") entered into aframework agreement with South Lake One LLC Fenice Investment Group LLC PashupathyShankar Gopalan Anil Jain SILRES Energy Solution Private Limited Pashupathy CapitalPte. Ltd Sherisha Infrastructure Private Limited Sherisha Technologies Private Limited(promoter of the Company) and Avyan Pashupathy Capital Advisors Private Limited (promoterof the Company) on June 23 2020 ("Framework Agreement").

Under the Framework Agreement the Company was inter alia to transfercertain identified businesses to a privately incorporated company SunEdison EnergySolutions Private Limited which is a related party of the Company falling within themeaning of Section 2(76) of the Companies Act 2013.

An extraordinary general meeting of the Company ("EGM") wasconducted on December 11 2020 and the shareholders in the said EGM approved the transferas mentioned above to SunEdison Energy Solutions Private Limited.

A complaint was allegedly filed with the Securities and Exchange Boardof India ("SEBI") alleging inter alia that the transactions contemplated inthe Framework Agreement are against the interests of the minority shareholders of theCompany.

Subsequently SEBI passed an interim order no. WTM/SKM/CFID/4/2020-21dated: 15 February 2021 under section 19 read with Sections 11(1) 11(4) of the Securitiesand Exchange Board of India Act 1992 ("Order").

The Order inter alia restrains the parties to the Framework Agreementfrom proceeding with the proposed transactions contemplated thereunder and directs theBombay Stock Exchange ("BSE") to conduct a forensic audit on the Company.

For reviewing the proposed transactions of the Company as per theFramework Agreement ‘BDO India LLP' ("hereinafter referred to as"Auditor") was appointed as the Forensic Auditor by BSE on the directions ofSEBI to examine the books of accounts of the Company for the period April 1 2019 toDecember 31 2020.

The Auditors commenced the Forensic Audit and in the meanwhile theCompany and Fenice Investment Group LLC (hereinafter referred to as "Fenice")(parties to the Framework agreement) submitted their responses and applications inresponse to SEBI's interim order vide emails dated April 26 2021 and March 24 2021respectively. On receipt of submission of the said responses an opportunity for personalhearing was granted to both Company and Fenice on April 27 and April 30 2021 whereinboth the Company and Fenice appeared through their authorised representatives (ARs). TheARs reiterated the submissions made by theCompany and Fenice respectively in their writtensubmissions and also reiterated their prayers for withdrawal of the interim directions.

After an enquiry/examination of the responses filed by the CompanySEBI has passed a Confirmation Order dated: 15th July 2021 vide WTM/SM/CFID/43/2021- 22inter alia permitting Fenice Investment Group LLC and South Lake One LLC("Investors") to convert their CCPS held in SILRES into equity shares of SILRES.

EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS

Securities and Exchange Board (SEBI) of India passed the ConfirmatoryOrder Dated:15th July 2021 vide WTM/SM/CFID/43/2021- 22 inter alia permitting FeniceInvestment Group LLC and South Lake One LLC ("Investors") to convert their CCPSheld in SILRES into equity shares of SILRES. Based on the Confirmatory Order the Companyand the Investors are now proposing to terminate the Framework Agreement in order to enterinto a Settlement with SEBI (Except to the extent of reliefs granted in the confirmatoryorder) and filed the Settlement Application with SEBI on August 03 2021.

Based on the SEBI Confirmatory Order dated: July 15 2021 Fenice hasexercised its right to convert 9900000 CCPS into equity shares of SILRES and SILRES hasissued 9900000 equity shares of SILRES to Fenice pursuant to this conversion.

As a result of this conversion Fenice now holds 99.00% of equityshares in SILRES and SunEdison holds 1.00% of equity shares in SILRES. Hence SILRES wouldbe no more subsidiary of SunEdison w.e.f. August 16 2021.

BOARD MEETINGS

The Board during the Financial Year 2020-21 met Fifteen (15) timesi.e.May 19 2020 June 16 2020 June 23 2020 July 15 2020 August 31 2020September01 2020 October 12 2020 October 28 2020 November 12 2020 November 182020 December 07 2020 December 15 2020 December 29 2020 February19 2021 February27 2021 and March22 2021.

*The Meeting of the Board of Directors of the Company held on August 312020 to consider and approve audited standalone and consolidated financial resultsremained inconclusive and unfinished and the Board meeting was rescheduled on 01 September2020.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

APPOINTMENT

During the year under review Mr. PillappanAmalanathan (DIN:08730795)was appointed by the Board of Directors as an Additional Director (Independent) on June16 2020 and the Shareholders of the Company approved his appointment as Non- ExecutiveIndependent Director in the 26th Annual General Meeting held on December 29 2020.

RESIGNATION

None of the Directors resigned from the Board during the year underreview.

RETIRE BY ROTATION

Mr. Kalpesh Kumar Managing Director of the Company retires by rotationand being eligible offers himself for re-appointment in accordance with the provisions ofSection 152(6) and Articles of Association of the Company. A resolution seekingshareholders' approval for his re-appointment forms part of the Notice.

KEY MANAGERIAL PERSONNEL

Ms. Ruchi Ashish Maheshwari was resigned as Chief Financial Officerand Key Managerial Personnel of the Company w.e.f. October 28 2020.

Mr. Dinesh Kumar Agarwal was appointed as Chief Financial Officer andKey Managerial Personnel of the Company w.e.f. October 29 2020.

AUDIT COMMITTEE

a) Brief description of terms of reference

The audit committee assists the board in overseeing the financial andaccounting process in the company. It reviews the compliance with legal and statutoryrequirements the quarterly and annual financial statements and reports its findings tothe board. It recommends the appointment of internal auditor secretarial auditor andstatutory auditor.

b) Composition of the Audit Committee

The composition of the Audit Committee in accordance with theprovisions of Section 177 of the Companies Act 2013 and the rules made thereunder. TheComposition of Audit Committee for the financial year ended March 31 2021was as follows:

S.No Name of the Members Position Category
01 Mr.PillappanAmalanathan Chairman Non-Executive – Independent Director
02 Mrs. Jamuna Member Non-Executive – Independent Director
03 Mr.Shailesh Rajagopalan Member Non-Executive Director

* Mr. Hem Senthil Raj (DIN: 06760725) Independent Director of theCompany resigned from the Company due to disqualification pursuant to the provisions ofSection 164 (2) (a) of theCompanies Act 2013 and vacated the office on January 20 2020.

* Mr. PillappanAmalanathan (DIN: 08730795) was appointed by the Boardas an Additional Director on June 16 2020 and designated as Independent Director to fillthe casual vacancy arised due to vacation of office by Mr. Hem Senthil Raj andreconstituted the audit committee as per Section 177 of the Companies Act 2013.

NOMINATION AND REMUNERATION COMMITTEE

a) Brief description of terms of reference

The Nomination and Remuneration committee assist the Board inFormulation of the criteria for determining qualifications positive attributes andindependence of a director and recommend to the board of directors a policy relating tothe remuneration of the directors key managerial personnel and otheremployeesformulation of criteria for evaluation of performance of independent directorsand the board of directors devising a policy on diversity of board of directorsidentifying persons who are qualified to become and who may be appointed in seniormanagement in accordance with the criteria laid down and recommend to the board ofdirectors and their appointment and removal.

b) Composition of the Nomination and Remuneration Committee

The composition of the Nomination and Remuneration Committee is inaccordance with the provisions of Section 178 of the Companies Act 2013 and the rulesmade thereunder. The Composition of Nomination and Remuneration Committee for thefinancial year ended March 31 2021 was as follows:

S.No Name of the Members Position Category
01 Mr. PillappanAmalanathan Chairman Non-Executive – Independent Director
02 Mrs. Jamuna Member Non-Executive – Independent Director
03 Mr.Shailesh Rajagopalan Member Non-Executive Director

* Mr. Hem Senthil Raj (DIN: 06760725) Independent Director of theCompany resigned from theCompany due to disqualification pursuant to the provisions ofSection 164 (2) (a) of theCompanies Act 2013 and vacated the office on January 20 2020.

* Mr. PillappanAmalanathan (DIN: 08730795) was appointed by the Boardas an AdditionalDirector on June 16 2020 and designated as Independent Director to fillthe casual vacanyariseddue to vacation of office by Mr. Hem Senthil Raj and reconstitutedthe audit committee as perSection 177 of the Companies Act 2013.

STAKEHOLDER RELATIONSHIP COMMITTEE

a) The Stakeholder Relationship Committee shall assist the Board inresolving the grievances of security holders of the company.

b) Composition of the Stakeholder Relationship Committee

The composition of the Stakeholder Relationship Committee is inaccordance with the provisions of Section 178 of the Companies Act 2013 and the rulesmade thereunder. The Board of Directors reconstituted the stakeholder relationshipcommittee on June 16 2020 as detailed below:

S.No Name of the Members Position Category
01 Mr. PillappanAmalanathan Chairman Non-Executive – Independent Director
02 Mrs. Jamuna Member Non-Executive – Independent Director
03 Mr. Anil Jain Member Non-Executive Director

AUDITORS

STATUTORY AUDITORS

M/s. V K A N & Associates Chartered Accountants (Registration No.014226S) had been appointed as Statutory Auditors of the Company as per Section 139 of theCompanies Act 2013for a period of 5 years from the conclusion of the 25th Annual GeneralMeeting till the conclusion of the 30th Annual General Meeting by the members at theAnnual General Meeting held on September 26 2019.

The Board Comments on the Auditors Qualification on the ConsolidatedFinancial Statements are detailed below:

S.No Auditor Qualification Board Comments
01 With respect to two subsidiaries certain liabilities aggregating to INR 1065.59 lakhs outstanding under borrowings trade payables and other current liabilities do not have sufficient appropriate audit evidence to corroborate the management's assessment of such obligations. Hence we were unable to determine whether any adjustments might be necessary to such amounts and the corresponding impact on income tax net income and shareholders' funds. The Management is currently carrying out necessary reconciliation of such liabilities with the corresponding underlying documents / contracts and other relevant information. Suitable adjustments arising out of such reconciliation if any will be incorporated once such exercise is complete.

SECRETARIAL AUDITORS

In accordance with the provisions of Section 204 of the Companies Act2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014the Company has appointed Mr. A. Mohan Kumar Practising Company Secretary Chennai toundertake the Secretarial Audit of the Company. The Secretarial Audit report is annexedherewith as "Annexure 3".

The Board Comments on the Auditors Qualification are detailed below:

S.No Auditor Qualification Board Comments
01 Further to the resignation of Mr. Hem Senthil Raj Independent Director on 20-01-2020 the number of Independent Directors in the Company went below the minimum requirement on that date. The Board was in search of qualified experienced and competent person to be appointed as Independent Director of the Company. Hence the appointment was made on June 16 2020.
The Company made necessary efforts to find the suitable person in order to fill the casual vacancy caused by the resignation of Mr. Hem Senthil Raj and appointed Mr. Pillappan Amalanathan as Independent Director on 16-06-2020 which is after the stipulated time period of three months to fill the casual vacancy.
02 Nomination and Remuneration Committee had only two non-executive directors and the Audit committee had one Independent and one Non-Independent Director only from 20-01-2020 till 15-06-2020 due to the resignation of Mr. Hem Senthil Raj as Independent Director from the Company. The Committees were duly reconstituted comprising of the newly inducted Independent Director Mr. Pillappan Amalanathan on 16-06-2020. The Board was in search of qualified experienced and competent person to be appointed as Independent Director of the Company. Hence the appointment was made on June 16 2020. Accordingly the Audit Committee and Nomination and Remuneration Committee are reconstituted.
03 The Company submitted the Audited Financial Results and Audit Report for the quarter ended 31st March 2020 belatedly. Also the Company submitted the unaudited Financial Results for the quarter ended 30th June 2020 and for quarter ended 31st December 2020 belatedly. Due to COVID and lockdown the operations of the Company were affected. Hence the Company was not able to file the Financials within the due date. BSE has levied penalty on account of the same and the company has paid the same.
04 The Company did not file Form MGT-14 for theloans borrowed from M/s. Sherisha Solar Private Limited vide Board Meeting dated 19-05-2020 in accordance with Section 179 (3) (d) of the Companies Act 2013. The Company is in process of _ling the application with the central government to condone the delay.

SECRETARIAL COMPLIANCE REPORT

A Secretarial Compliance Report for the financial year ended March 312021 on compliance of all applicable SEBI Regulations and circulars/guidelines issuedthereunder was obtained from Mr. A.Mohan Kumar Practising Company Secretary SecretarialAuditors and submitted to BSE Limited.

INTERNAL AUDITOR

Internal Audit of the company was handled by M/s. A S D S &Associates an Independent Chartered Accountants Firm for evaluating the adequacy ofinternal controls and concurrently reviews majority of the transactions in value terms.

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS

The auditors of the Company has stated that during the course of theiraudit there were no fraud by the Company or on the Company by its officers or employeesnoticed or reported in Independent Audit Report which forms part of this Report. Hencethere is no requirement arises to report the same to Audit Committee or Board of Directorsof the Company.

MAINTENANCE OF COST RECORDS

The maintenance of cost records as specified by the Central Governmentunder Sub- Section (1) of Section 148 of the Companies Act 2013 does not apply to theCompany.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company's internal control systems have been strengthenedtaking into account the nature of business and size of operations to provide for:

Reliability and integrity of financial and operationalinformation; Effectiveness and efficiency of operations and assets;

Compliances with applicable statutes policies listingrequirements and management policies and procedures.

The Company has appointed M/s. A S D S & Associates as InternalAuditor of the Company to carry out the audit for the operations and functions of thecompany to bring out any deviations in the internal control procedures.

The Internal Audit report was placed before the Audit Committee for itsreviews. The Audit Committee at its meetings regularly review the financial operatinginternal audit and compliance reports to improve performance.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

Pursuant to the provision of Section 177(9) of the Companies Act 2013read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules 2014 the Boardof Directors had approved the Policy on Vigil Mechanism/Whistle Blower and the same washosted on the website of the Company.

This Policy inter-alia provides a direct access to the Chairman of theAudit Committee.

Your Company hereby a firms that no Director/Employee has been deniedaccess to the Chairman of the Audit Committee and that no complaints were received duringthe year.

NOMINATION AND REMUNERATION POLICY

This policy formulates the criteria for determining qualificationscompetencies positive attributes and independence for the appointment of the Director(Executive/ non-executive) and also the criteria for determining the remunerations of theDirectors Key Managerial Personnel Senior Management. Details of the policy areavailable on our website at https://https://sunedisoninfra.com/investor-relations.php

RISK MANAGEMENT POLICY

The Company has an adequate Risk Management Policy commensurate withits size and operation. Risk Management includes identifying types of risk and itsassessment risk handling monitoring and reporting.

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

The Company has been employing Women employees within the premises. TheCompany has in place an Anti- Harassment Policy in line with the requirements of theSexual Harassment of Women at work place (Prevention Prohibition and Redressal) Act2013. Internal Complaint Committee has been setup to redress complaints receivedregularly. There was no complaint received from any Women employee during the financialyear 2020-21 and hence no complaint is outstanding as on March 31 2021 for redressal.

INSIDER TRADING

In compliance with the SEBI (Prohibition of Insider Trading)Regulations 2015 as amended your Company has instituted a comprehensive Code titled as"SunEdison Infrastructure Limited Code of Conduct" which lays down guidelinesand advises the Directors and Employees of the Company on procedures to be followed anddisclosures to be made while dealing in securities of the Company.

INSIDER TRADING POLICY

The policy provides the framework in dealing with securities of theCompany. Details of the policy are available on our website athttps://sunedisoninfra.com/investor-relations.php to regulate Monitor andReport tradingby Insiders.

POLICY FOR DETERMINING MATERIALITY OF EVENTS

The policy applies to disclosures of material events affecting theCompany and its subsidiaries. Details of the policy are available on our website athttps://sunedisoninfra.com/ investor-relations.php for Determining Materiality of Events.

POLICY ON MATERIAL SUBSIDIARIES

The policy is used to determine the material subsidiaries of thecompany. Details of the policy are available on our website athttps://sunedisoninfra.com/investor-relations.php

RELATED PARTY TRANSACTION POLICY

The policy regulated all transactions between the company and itsrelated parties. Details of the policy are available on our website athttps://sunedisoninfra.com/investor-relations.php

DOUMENTS RETENTION AND ARCHIVAL POLICY

The policy deals with the retentions and archival of corporate recordsof the Company and all its subsidiaries. Details of the policy are available on ourwebsite at https://sunedisoninfra.com/ investor-relations.php

PARTICULARS OF EMPLOYEES

Disclosure pertaining to the remuneration and other details as requiredunder Section 197(12) of the Companies Act 2013 and the Rules framed thereunder is givenin Annexure-4 to the Board Report as well as under Rule5(1) of the Companies (Appointmentand Remuneration of Managerial Personnel) Rules 2014.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE

During the year under review there are no significant and materialorders passed by the regulators or courts or tribunals impacting the going concern statusand company's operations in future.

DIRECTOR'S RESPONSIBILITY STATEMENT

The financial statements are prepared in accordance with the Companies(Indian Accounting Standards) Rules 2015 as amended from time to time and otherapplicable provisions of the Companies Act 2013 and guidelines issued by the Securitiesand Exchange Board of India (SEBI). The Company has adopted the Ind AS standards and theadoption was carried out in accordance with applicable transition guidance. Accountingpolicies have been consistently applied except where a newly issued accounting standard isinitially adopted or a revision to an existing accounting standard requires a change inthe accounting policy hitherto in use.

In accordance with the provisions of Section 134(3)(c) of the CompaniesAct 2013 the Directors would like to state that:

(a) in the preparation of annual accounts for the financial year ended31st March 2021 the applicable accounting standards have been followed;

(b) they had selected such accounting policies and applied themconsistently and made judgements and estimates that were reasonable and prudent so as togive a true and fair view of the state of affairs of the Company at the end of thefinancial year and of the profit and loss of the Company for the year under review;

(c) they had taken proper and sufficient care for the maintenance ofadequate accounting records inaccordance with the provisions of the CompaniesAct 2013 forsafeguarding the assets of the Company and for preventing and detecting fraudand otherirregularities;

(d) they had prepared the annual accounts for the financial year ended31st March 2021 on a going concern basis;

(e) they had laid down internal financial controls to be followed bythe Company and such internal financial controls are adequate and were operatingeffectively and

(f) they had devised proper systems to ensure compliance with theprovisions of all applicable laws and such systems were adequate and operatingeffectively.

CORPORATE GOVERNANCE

Pursuant to Regulation 15(2) of SEBI(Listing Obligations and DisclosureRequirements) Regulations 2015 the Compliance with the Corporate Governance ProvisionsSpecified in Regulation 17 to 27 and clauses (b) to (i) of sub-regulation (2) ofregulation 46 and para C D and E of Schedule V are not applicable to the Company duringthe year under review as the Paid-up Equity Share Capital and Net Worth of the Company ason March 31 2021 does not exceed Rs. 10 Crore and Rs. 25 Crore respectively.

PERFORMANCE EVALUATION OF THE BOARD ITS COMMITTEES AND DIRECTORS

The Board has made a formal annual evaluation of its own performanceCommittees of the Board Independent Directors and Individual Directors of the Company.

The Board's performance the Independent Directors as well asIndividual Directors including the Chairman of the of the Board were evaluated based onthe structured criteria such as the Board's functioning the composition of the Boardand the Committees Board's Culture execution and performance of duties obligationsof independence governance ethics and values adhering to corporate governance normsinter personal relationship attendance and contribution at meetings etc as laid downunder the Nomination and Remuneration Policy and the Code of Conduct of the Board.

The Committees of the Board were evaluated individually based on theterms of reference specified by the Board to the said Committee. The Board of Directorswere satisfied with the evaluation process which ensured that the performance of theBoard its Committees Independent Directors and Individual Directors adhered to theirapplicable criteria.

MEETING OF THE INDEPENDENT DIRECTORS

The Independent Director of your Company met once during the yearwithout the presence of Non- Independent Director and the members of the Management. TheMeeting was conducted in an informal and flexible manner to enable the IndependentDirectors to inter alia discuss matters pertaining to review of performance of Non-Independent Directors and the Board as a whole review the performance of the Chairpersonof the company after taking into account the view of the Executive and Non- ExecutiveDirectors assess the quality quantity and timeliness of the flow of information betweenthe Company Management and the Board that as necessitated the Board to effectively andreasonably perform their duties.

FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTOR

All New Independent Directors inducted into the Board attend anOrientation Program. The Familiarization Programme of the Company will provide informationrelating to the Company renewable energy industry business model of the CompanyOperations of the Company etc. The programme also intends to improve awareness of theIndependent Directors on their roles rights responsibilities towards the Company. Theformat of the letter of appointment is available at: www.sunedisoninfra.com

DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS

The Company has received necessary declaration from all the IndependentDirectors under Section 149(7) of the Companies Act 2013. The Independent Directors ofthe Company meet the criteria of their Independence as laid down under Section 149(6) ofthe Companies Act 2013.

GREEN INITIATIVES

Electronic copies of the Annual Report 2020-21 and the Notice of the27th Annual General Meeting are sent to all members whose email addresses are registeredwith the Company / depository participant(s).

CONSERVATION OF ENERGY TECHNOLOGY ABSORTION AND FOREIGN EXCHANGE OUTGO

(A) Conservation of Energy & Technology Absorption

During the year under review the Company does not engage inmanufacturing activity involving energy intensive processes. However the Company hastaken sufficient steps towards general energy saving techniques and conservation.

Given the Nature of Process employed the Company there is notechnology absorption involved.

(B) Foreign Exchange Earnings and Outgo

Foreign Exchange Earnings = NIL Foreign Exchange Outgo = 125480033/-

DISCLOSURE REQUIREMENTS

The Company complies with all applicable mandatory SecretarialStandards issued by the Institute of Company Secretaries of India.

ACKNOWLEDGEMENTS

Your Directors gratefully acknowledge the excellent support andco-operation extended by all the stakeholders more particularly Bankers ShareholdersCustomers Dealers Regulatory and Govt. Authorities.

Your Directors also wish to place on record their appreciation of thecontribution made by the members of the management team and the employees across alllevels for the good work put in during the year under review.

For and on behalf of the Board Kalpesh Kumar Anil Jain
Managing Director Director
DIN: 07966090 DIN: 00181960
Place: Chennai
Date: September 07 2021

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