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Suzlon Energy Ltd.

BSE: 532667 Sector: Engineering
NSE: SUZLON ISIN Code: INE040H01021
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VOLUME 24313335
52-Week high 13.18
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P/E
Mkt Cap.(Rs cr) 3,085
Buy Price 5.58
Buy Qty 2000.00
Sell Price 5.80
Sell Qty 233109.00
OPEN 4.53
CLOSE 4.43
VOLUME 24313335
52-Week high 13.18
52-Week low 2.70
P/E
Mkt Cap.(Rs cr) 3,085
Buy Price 5.58
Buy Qty 2000.00
Sell Price 5.80
Sell Qty 233109.00

Suzlon Energy Ltd. (SUZLON) - Director Report

Company director report

Dear Shareholders

The Directors present the Twenty Third Annual Report of your Company together with theaudited standalone and consolidated financial statements for the financial year endedMarch 31 2018.

1. FINANCIAL RESULTS

The audited standalone and consolidated financial results for the year ended March 312018 are as under:

Particulars Standalone Consolidated
Rs. in Crores USD in Million Rs. in Crores USD in Million
2017-18 2016-17 2017-18 2016-17 2017-18 2016-17 2017-18 2016-17
Revenue from operations 6142.62 9229.21 942.41 1423.16 8292.25 12692.53 1272.21 1957.21
Other operating income 23.86 16.47 3.66 2.54 41.59 21.84 6.38 3.37
Earnings before interest tax depreciation and amortization (EBITDA) 664.22 1835.16 101.91 282.99 1003.06 2499.39 153.89 385.41
Less: Depreciation and amortisation expense 419.28 413.99 64.33 63.84 341.61 389.03 52.41 59.99
Earnings before interest and tax (EBIT) 244.94 1421.17 37.58 219.15 661.45 2110.36 101.48 325.42
Add: Finance income 369.16 400.97 56.64 61.83 79.17 88.82 12.15 13.70
Less: Finance costs 1222.84 930.71 187.61 143.52 1580.98 1287.59 242.56 198.55
Profit/ (loss) before tax before exceptional items (608.74) 891.43 (93.39) 137.46 (840.36) 911.59 (128.93) 140.57
Less: Exceptional items 546.00 535.78 83.77 82.62 (449.62) - (68.98) -
Profit/ (loss) before tax (1154.74) 355.65 (177.16) 54.84 (390.74) 911.59 (59.95) 140.57
Less: Tax expense (Net of earlier years tax and MAT credit entitlement) 1.40 (0.05) 0.21 - (1.56) 11.70 (0.24) 1.80
Profit/ (loss) after tax (1156.14) 355.70 (177.38) 54.84 (389.18) 899.89 (59.71) 138.76
Share of profit / (loss) of associates and joint ventures N.A. N.A. N.A. N.A. 5.17 (48.25) 0.79 (7.44)
Net profit/ (loss) for the year (1156.14) 355.70 (177.38) 54.84 (384.01) 851.64 (58.92) 131.32
Other comprehensive income/ (loss) net of tax 7.17 (9.94) 1.10 (1.53) (189.27) (239.68) (29.04) (36.96)
Total comprehensive income/ (loss) net of tax (1148.97) 345.76 (176.28) 53.31 (573.28) 611.96 (87.95) 94.37

1 US$ = Rs.65.1800 as on March 31 2018 (1 US$ = Rs.64.8500 as on March 31 2017)

2. COMPANY'S PERFORMANCE

On a standalone basis the Company achieved revenue from operations of Rs.6142.62Crores and EBIT of Rs.244.94 Crores as against Rs.9229.21 Crores and Rs.1421.17 Croresrespectively in the previous year. Net loss for the year is Rs.1156.14 Crores as comparedto net profit of Rs.355.70 Crores in the previous year. The Company has incurred lossesfor the financial year under review as compared to profits of previous year primarily dueto lower volumes on account of transition of Indian wind industry from feed in tariff(FIT) regime to competitive bidding.

On consolidated basis the Group achieved revenue from operations of Rs.8292.25Crores and EBIT of Rs.661.45 Crores as against Rs.12692.53 Crores and Rs.2110.36 Croresrespectively in the previous year. Net loss for the year is Rs.384.01 Crores as comparedto net profit of Rs.851.64 Crores in the previous year. The increase in loss during thefinancial year under review as compared to previous year is primarily due to lower volumeson account of transition of Indian wind industry from feed in tariff (FIT) regime tocompetitive bidding.

3. APPROPRIATIONS

a) Transfer to reserves

During the financial year under review the Company was not required to transfer anyamount to any reserves.

b) Dividend

In view of accumulated losses the Board of Directors has not recommended any dividendon equity shares for the year under review.

c) Dividend Distribution Policy

In terms of Regulation 43A of the Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 (the "ListingRegulations") the Company has adopted a Dividend Distribution Policy which has beenprovided in an Annexure which forms part of the Directors' Report. The DividendDistribution Policy is also available on the Company's website (www.suzlon.com).

4. MATERIAL DEVELOPMENTS DURING THE FINANCIAL YEAR UNDER REVIEW AND OCCURREDBETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF THIS REPORT

During the financial year under review and up to the date of this Report certainmaterial changes took place the details of which together with their rationale are asunder:

a) Sale of SPVs – During the financial year under review the Company signedshare purchase agreements in respect of following domestic SPVs:

• Shanay Renewables Limited and Saroja Renewables Limited for sale of 100% equitystake to Skeiron Renewable Energy Private Limited.

• Rajat Renewables Limited and Kanak Renewables Limited for sale of 100% equitystake to Shruti Power Projects Private Limited (a wholly owned subsidiary of ReNew PowerVentures Private Limited).

This sale is part of the trade practice of forming special purpose vehicles forsetting-up of wind turbine projects and selling them to the customers.

b) Amalgamation / Merger / Demerger

With a view to consolidate the manufacturing activities to optimise on cost and tohave enhanced efficiency the Company had initiated a Composite Scheme of Amalgamation andArrangement (the "Scheme") involving merger of three wholly owned subsidiariesnamely SE Blades Limited SE Electricals Limited and Suzlon Wind International Limitedinto the Company and demerger of tubular tower manufacturing division of another whollyowned subsidiary namely Suzlon Structures Limited (now known as Suzlon Global ServicesLimited) into the Company.

The Honourable National Company Law Tribunal ("NCLT") Ahmedabad Bench hasapproved the Composite Scheme of Amalgamation and Arrangement between SE Blades LimitedSE Electricals Limited and Suzlon Wind International Limited (collectively referred to asthe "Transferor Companies" / "Amalgamating Companies") and SuzlonStructures Limited (now known as Suzlon Global Services Limited) (the "DemergingCompany") with Suzlon Energy Limited (the "Transferee Company" /"Resulting Company" / "Company") and their respective shareholders andthe creditors (the "Scheme") vide order dated May 31 2017 and the Scheme hasbecome effective from June 1 2017 from the respective appointed dates i.e. January 12016 for merger and April 1 2016 for demerger consequent upon filing of the certifiedcopy of the Order issued by the NCLT Ahmedabad Bench with the Registrar of CompaniesGujarat.

c) Transfer of WTG undertakings

During the financial year under review the Company has signed Slump Sale Agreement onMarch 31 2018 with Suzlon Gujarat Wind Park Limited ("SGWPL") a step downwholly owned subsidiary of the Company for transfer of the wind turbine generatorundertakings ("WTG undertakings") along with all the assets and liabilitiespertaining to the WTGs of the Company as a going concern on a slump sale basis for thepurpose of moving towards consolidating the Company's power production business in SGWPL.The said WTG undertakings were earlier transferred to the Company pursuant to the mergerof its subsidiaries with the Company.

5. CAPITAL

a) Increase in authorised share capital – During the financial year underreview the authorised share capital of the Company increased from Rs.1500.00 Croresdivided into 7500000000 Equity Shares of Rs.2/- each to Rs.2498.00 Crores divided into12490000000 Equity Shares of Rs.2/- each by virtue of Common Final Order passed by NCLTapproving the aforesaid Composite Scheme of Amalgamation and Arrangement. The authorisedshare capital of the Company as on the date of this Report is Rs.2498.00 Crores dividedinto 12490000000 Equity Shares of Rs.2/- each.

b) Increase in paid-up share capital - During the financial year under review theCompany has made following allotments whose details are as under:

Date of allotment No. of Securities Remarks
April 25 2017 16750807 equity shares of Rs.2/- each Allotment pursuant to conversion of 4300 USD 546916000 Step-up Convertible Bonds due 2019
May 3 2017 13634377 equity shares of Rs.2/- each Allotment pursuant to conversion of 3500 USD 546916000 Step-up Convertible Bonds due 2019
May 12 2017 73158180 equity shares of Rs.2/- each Allotment pursuant to conversion of 18780 USD 546916000 Step-up Convertible Bonds due 2019
June 3 2017 56173638 equity shares of Rs.2/- each Allotment pursuant to conversion of 14420 USD 546916000 Step-up Convertible Bonds due 2019
June 26 2017 7970268 equity shares of Rs.2/- each Allotment pursuant to conversion of 2046 USD 546916000 Step-up Convertible Bonds due 2019
July 20 2017 98712902 equity shares of Rs.2/- each Allotment pursuant to conversion of 25340 USD 546916000 Step-up Convertible Bonds due 2019
August 12 2017 28974999 equity shares of Rs.2/- each Allotment pursuant to conversion of 7438 USD 546916000 Step-up Convertible Bonds due 2019

Accordingly the paid-up share capital of the Company as on the date of this Report isRs.1063.96 Crores divided into 5319774121 equity shares of Rs.2/- each.

c) Global Depository Receipts (GDRs) - The outstanding GDRs as on March 31 2018are 2261816 representing 9047264 equity shares of Rs.2/- each. Each GDR representsfour underlying equity shares in the Company.

d) Foreign Currency Convertible Bonds ("FCCBs") – During thefinancial year under review 295375171 equity shares of Rs.2/- each have been allottedto the Bondholders pursuant to conversion of 75824 USD 546916000 Step-up ConvertibleBonds due 2019. The details of outstanding convertible securities as on March 31 2018 andas on date of this Report are as under:

Series Outstanding amount (USD) Exchange rate Convertible on or before Conversion price
USD 546916000 Step-up 172002000 60.225 July 9 2019 15.46
Convertible Bonds due 2019
(Restructured Bonds)

Note: Post March 31 2018 and up to the date of this Report the Company has notreceived any notice(s) for conversion of FCCBs into equity shares.

6. EXTRACT OF THE ANNUAL RETURN

The extract of the annual return in Form MGT-9 in terms of Section 92(3) of theCompanies Act 2013 for the financial year under review has been provided in an Annexurewhich forms part of the Directors' Report.

7. NUMBER OF BOARD MEETINGS HELD

The details pertaining to number of Board Meetings held during the financial year underreview have been provided in the Corporate Governance Report forming part of this AnnualReport.

8. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act 2013 the Board of Directors confirmto the best of their knowledge and belief that:

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

b) the directors had 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 at the end of the financial year and ofthe loss of the Company for that period;

c) the directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;

d) the directors had prepared the annual accounts on a going concern basis;

e) the directors in the case of a 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

f) the directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.

9. A STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS

In terms of Section 149(7) of the Companies Act 2013 Mr. Vaidhyanathan RaghuramanMr. Marc Desaedeleer Mr. Ravi Uppal Mr. Venkataraman Subramanian Mr. Per HornungPedersen and Mrs. Vijaya Sampath the Independent Directors of the Company have given adeclaration to the Company that they meet the criteria of independence as specified underSection 149(6) of the Companies Act 2013 and the Listing Regulations and there has beenno change in the circumstances which may affect their status as Independent Directors.

10. COMPANY'S POLICY ON DIRECTOR'S APPOINTMENT AND REMUNERATION

In accordance with Section 178 of the Companies Act 2013 and the Listing Regulationsthe ‘Board Diversity and Remuneration Policy' as approved by the Nomination andRemuneration Committee of the Board of Directors is available on the Company's website(www.suzlon.com). The details of remuneration paid to the Executive and Non-executiveDirectors have been provided in the Corporate Governance Report forming part of thisAnnual Report.

11. AUDITORS AND AUDITORS' OBSERVATIONS

a) Statutory Auditors - M/s. Deloitte Haskins & Sells LLP CharteredAccountants (Firm Registration No.117366W/W-100018) were appointed as the StatutoryAuditors of the Company to hold office from the conclusion of the Twenty Second AnnualGeneral Meeting till the conclusion of the Twenty Seventh Annual General Meeting of theCompany i.e. for a period of five years.

Statutory Auditors' Observation(s) in Audit Report and Directors' explanation thereto– None

b) Secretarial Auditor – Pursuant to the provisions of Section 204 of theCompanies Act 2013 and Rules made thereunder Mr. Dinesh Joshi Partner Kanj &Associates Company Secretaries Pune (Membership No.F3752 and C.P.No.2246) has beenappointed as the Secretarial Auditor to conduct the Secretarial Audit for the financialyear 2017-18. A Secretarial Audit Report in Form MR-3 given by the Secretarial Auditor hasbeen provided in an Annexure which forms part of the Directors' Report.

Secretarial Auditors' Observation(s) in Secretarial Audit Report and Directors'explanation thereto – None

c) Cost Auditors - M/s. D.C.Dave & Co. Cost Accountants Mumbai (RegistrationNo.000611) had been appointed as the Cost Auditors for conducting audit of cost accountingrecords of the Company for the financial year 2017-18. The due date of submitting the costaudit report by the Cost Auditor to the Company for the financial year 2017-18 is within aperiod of one hundred eighty days from the end of the financial year i.e. March 31 2018.Thereafter the Company shall file a copy of the Cost Audit Report in Form CRA-4 within aperiod of thirty days from the date of its receipt. The Cost Audit Report for thefinancial year 2016-17 dated September 26 2017 issued by M/s. D.C.Dave & Co. CostAccountants Mumbai (Registration No.000611) was filed with the Ministry of CorporateAffairs Government of India on October 24 2017.

Further in terms of Section 148 of the Companies Act 2013 read with the Companies(Audit and Auditors) Rules 2014 and pursuant to the recommendation of the AuditCommittee M/s. D.C.Dave & Co. Cost Accountants Mumbai (Registration No.000611) havebeen appointed as Cost Auditors for conducting audit of cost accounting records of theCompany for the financial year 2018-19 at a remuneration of Rs.500000/- (Rupees FiveLacs Only) which shall be subject to ratification by the shareholders at the ensuingAnnual General Meeting.

d) Internal Auditor – In terms of Section 138 of the Companies Act 2013 readwith the Companies (Accounts) Rules 2014 the Company has appointed Mr. Shyamal BudhdevChartered Accountant (Membership No.43952) as the Internal Auditor of the Company.

12. PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS

The particulars of loans guarantees and investments in terms of Section 186 of theCompanies Act 2013 for the financial year under review have been provided in the Notes tothe Financial Statements which forms part of this Annual Report.

13. PARTICULARS OF CONTRACTS / ARRANGEMENTS WITH RELATED PARTIES

The particulars of contracts / arrangements with related parties referred to in Section188(1) entered into during the financial year under review as required to be given in FormAOC-2 have been provided in an Annexure which forms part of the Directors' Report.

14. PARTICULARS OF CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGEEARNINGS AND OUTGO

The particulars of conservation of energy technology absorption foreign exchangeearnings and outgo for the financial year under review as required to be given underSection 134(3)(m) of the Companies Act 2013 and the Rules made thereunder has beenprovided in an Annexure which forms part of the Directors' Report.

15. RISK MANAGEMENT

In terms of the Listing Regulations though not mandatorily required the Company hasconstituted a Risk Management Committee the details of which have been provided in theCorporate Governance Report forming part of this Annual Report. The Board of Directors hasapproved a Risk Management Policy which is available on Company's website(www.suzlon.com). The Company's risk management and mitigation strategy has been discussedin the Management Discussion and Analysis Report forming part of this Annual Report. TheBoard of Directors have not found any risk which in its view may threaten the existence ofthe Company.

16. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company has constituted the CSR Committee in accordance with Section 135(1) of theCompanies Act 2013 the details of which have been provided in the Corporate GovernanceReport forming part of this Annual Report. The Board of Directors has approved the CSRPolicy which is available on the Company's website (www.suzlon.com). The Annual Report onCSR activities as required to be given under Section 135 of the Companies Act 2013 andRule 8 of the Companies (Corporate Social Responsibility Policy) Rules 2014 has beenprovided in an Annexure which forms part of the Directors' Report forming part of thisAnnual Report.

17. ANNUAL EVALUATION OF BOARD'S PERFORMANCE

The information pertaining to Annual Evaluation of Board's performance as required tobe provided in terms of Section 134(3)(p) of the Companies Act 2013 read with Rule 8(4)of the Companies (Accounts) Rules 2014 has been provided in the Corporate GovernanceReport forming part of this Annual Report.

18. DIRECTORS / KEY MANAGERIAL PERSONNEL APPOINTED / RESIGNED DURING THE FINANCIAL YEARAND UPTO THE DATE OF THIS REPORT

Appointment / re-appointment of Executive Directors – In terms of therecommendation of the Nomination and Remuneration Committee of the Board of Directors ofthe Company at its meeting held on March 22 2017 and the Board of Directors of theCompany at its meeting held on March 23 2017 the shareholders of the Company at theirTwenty Second Annual General Meeting held on September 22 2017 approved there-appointment of Mr. Tulsi R.Tanti (DIN: 00002283) as the Managing Director of theCompany with effect from April 1 2017 for a further period of 5 (Five) years i.e. up toMarch 31 2022.

Re-appointment of directors retiring by rotation – Mr. Girish R.Tanti (DIN:00002603) the Non-Executive Director and Mr. Tulsi R.Tanti (DIN: 00002283) the Chairman& Managing Director retire by rotation at the ensuing Annual General Meeting and beingeligible offer themselves for re-appointment.

Change in nominee director – During the financial year under review IDBI BankLimited has substituted its Nominee Director on the Board of the Company by withdrawingnomination of Mr. Sunit Sarkar (DIN: 02806212) and instead nominating Mr. Brij MohanSharma (DIN: 07193258) as the Nominee Director of IDBI Bank Limited on the Board of theCompany. Accordingly Mr. Brij Mohan Sharma has been appointed as an Additional Directorin the capacity as a Nominee Director with effect from January 1 2018 to hold office tillthe conclusion of ensuing Annual General Meeting and being eligible offers himself forappointment as Director of the Company. The Nomination and Remuneration Committee hasrecommended the appointment of Mr. Brij Mohan Sharma as the Director designated as the"Non-Executive Director" who shall not be liable to retire by rotation. Mr.Sunit Sarkar ceased to be the Nominee Director of the Company with effect from January 12018. Post March 31 2018 pursuant to withdrawal of nominee director by Power FinanceCorporation Limited (PFC) Mr. Rajiv Ranjan Jha (DIN: 03523954) the Nominee Directorappointed by PFC ceased to be the Director of the Company w.e.f. April 6 2018. The Boardexpresses its appreciation for the valuable services rendered and matured advice providedby Mr. Sunit Sarkar and Mr. Rajiv Ranjan Jha during their association with the Company.

Changes in Key Managerial Personnel – During the financial year under reviewMr. Sanjay Baweja (DIN: 00232126) resigned as the Chief Financial Officer of the Companyw.e.f. October 4 2017 due to personal reasons.

Profile of Directors seeking appointment / re-appointment – Profile of thedirectors seeking appointment / re-appointment as required to be given in terms ofRegulation 36 of the Listing Regulations forms part of the Notice convening the ensuingAnnual General Meeting of the Company.

19. SUBSIDIARIES

As on March 31 2018 the Company has 54 subsidiaries 1 joint venture and 1 associatein terms of the Companies Act 2013 a list of which is given in Form MGT9 – Extractof Annual Return forming part of this Annual Report. The salient features of the financialstatement of subsidiaries / joint ventures / associates and their contribution to theoverall performance of the Company during the period under review have been provided inForm AOC-1 and Notes to Accounts respectively both forming part of this Annual Report.

a) Companies which became subsidiaries during the financial year under review:

Sr. No. Name of the entity Country
1. Ataegina Forge Limited India
2. Hoenir Forge Limited India
3. Tsovinar Energy Limited India
4. Weyland Energy Limited India

b) Change of name of subsidiaries during the financial year under review: None

c) Companies which ceased to be subsidiaries during the financial year under review:

Sr. No. Name of the entity Country Remarks
1. Shanay Renewables Limited India Sold
2. Saroja Renewables Limited India Sold
3. Rajat Renewables Limited India Sold
4. Kanak Renewables Limited India Sold
5. Ataegina Forge Limited India Under Strike off
6. Hoenir Forge Limited India Under Strike off
7. Tsovinar Energy Limited India Under Strike off
8. Weyland Energy Limited India Under Strike off
9. Avind Desenvolvimento De Projetos De Energia Ltda Brazil Under liquidation
10. Suzlon Energia Eolica do Brazil Ltda Brazil Under liquidation
11. Suzlon Wind Energy Italy SRL Italy Liquidated
12. Suzlon Wind Energy Bulgaria EOOD Bulgaria Liquidated
13. SE Blades Limited India Merged
14. SE Electricals Limited India Merged
15. Suzlon Wind International Limited India Merged

d) Consolidated financial statements

The consolidated financial statements as required in terms of Section 129(3) of theCompanies Act 2013 and the Listing Regulations have been provided along with standalonefinancial statements. Further a statement containing salient features of the financialstatements of the subsidiaries / associate companies / joint ventures in Form AOC-1 asrequired to be given in terms of first proviso to Section 129(3) of the Companies Act2013 has been provided in a separate section which forms part of this Annual Report. Thefinancial statements including the consolidated financial statements financial statementsof the subsidiaries and all other documents have been uploaded on the Company's website(www.suzlon.com).

20. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS

During the financial year under review no significant and material orders impactingthe going concern status and Company's operations in future have been passed by anyRegulators or Courts or Tribunals. However post March 31 2018 the Securities andExchange Board of India by an Adjudication Order dated April 20 2018 (the"Order") has imposed a monetary penalty of a total sum of Rs.1.10 Crores on theCompany and its Compliance Officer for alleged non-reporting of certain events in thepast. The Company does not believe that any penalty was warranted and would file an appealbefore the Securities Appellate Tribunal Mumbai.

21. INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY

The details pertaining to internal financial control systems and their adequacy havebeen disclosed in the Management Discussion and Analysis Report forming part of thisAnnual Report.

22. AUDIT COMMITTEE

The Company has constituted an Audit Committee in accordance with Section 177(1) of theCompanies Act 2013 the details of which have been provided in the Corporate GovernanceReport forming part of this Annual Report. There has been no instance where the Board ofDirectors had not accepted any recommendation of the Audit Committee. The Company hasformulated a Whistle Blower Policy to provide vigil mechanism for employees includingdirectors of the Company to report genuine concerns which is available on the Company'swebsite (www.suzlon.com).

23. PARTICULARS OF EMPLOYEES

a) Statement showing details of employees drawing remuneration exceeding the limitsspecified in Rule 5(2) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014

A statement showing details of employees in terms of Rule 5(2) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 has been provided in aseparate Annexure which forms part of the Directors' Report. However in terms of Section136 of the Companies Act 2013 the Annual Report excluding the aforesaid information isbeing sent to all the shareholders of the Company and others entitled thereto. Anyshareholder interested in obtaining a copy of the same may write to the Company Secretaryat the registered office of the Company.

b) Disclosures pertaining to remuneration of directors as required under Schedule V tothe Companies Act 2013

Details pertaining to remuneration of directors as required under Schedule V to theCompanies Act 2013 have been provided in the Corporate Governance Report forming part ofthis Annual Report.

c) Disclosures pertaining to payment of commission from subsidiaries in terms ofSection 197(14) of the Companies Act 2013

During the financial year under review the Managing Director of the Company hasreceived remuneration of USD 213408 from Suzlon Wind Energy Corporation USA("SWECO") in his capacity as Chairman of SWECO. Besides this the ManagingDirector or the Wholetime Director did not receive any commission / remuneration from anysubsidiaries of the Company during the financial year under review.

d) Information pertaining to remuneration to be disclosed by listed companies in termsof Section 197(12) of the Companies Act 2013 read with Rule 5(1) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014

The information / details pertaining to remuneration to be disclosed by listedcompanies in terms of Section 197(12) of the Companies Act 2013 read with Rule 5(1) ofthe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 have beenprovided in an Annexure which forms part of the Directors' Report.

e) Employees stock option plans

The Company has introduced Employee Stock Option Plans ("ESOPs") for itsemployees and employees of its subsidiaries (hereinafter referred to as the"Schemes"). The information pertaining to these Schemes as required under Rule12(9) of the Companies (Share Capital and Debentures) Rules 2014 and the Securities andExchange Board of India (Share Based Employee Benefits) Regulations 2014 have beenprovided in an Annexure which forms part of the Directors' Report. The Schemes formulatedby the Company are in compliance with the applicable regulations. During the financialyear under review there was no material change in any of the Schemes. The details of theSchemes are available on the Company's website (www.suzlon.com).

24. RELATED PARTY DISCLOSURES & MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The disclosures pertaining to Related Party Transactions as required to be given interms of Para A of Schedule V of the Listing Regulations have been provided in an Annexurewhich forms part of the Directors' Report. Further the Management Discussion and AnalysisReport on the operations and financial position of the Company has been provided in aseparate section which forms part of this Annual Report.

25. CORPORATE GOVERNANCE

A detailed report on corporate governance has been provided in a separate section whichforms part of this Annual Report. The Company is in compliance with the requirements anddisclosures that have to be made in this regard. The auditors' certificate on compliancewith corporate governance requirements by the Company is attached to the CorporateGovernance Report forming part of this Annual Report.

26. BUSINESS RESPONSIBILITY REPORT

In terms of Regulation 34 of the Listing Regulations the Business ResponsibilityReport has been provided in a separate section which forms part of this Annual Report.

27. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

During the financial year under review the Company was not required to transfer anyunpaid or unclaimed dividend to the Investor Education and Protection Fund (IEPF) set upby the Government of India.

28. OTHER DISCLOSURES

a) Details of Deposits in terms of Rule 8(5) of the Companies (Accounts) Rules 2014 - Duringthe financial year under review the Company did not accept any deposits falling withinthe purview of Section 73 of the Companies Act 2013.

b) Details of equity shares with differential voting rights in terms of Rule 4(4) ofthe Companies (Share Capital and Debentures) Rules 2014 - During the financial yearunder review the Company has not issued equity shares with differential voting rights asto dividend voting or otherwise.

c) Details of Sweat equity shares in terms of Rule 8(13) of the Companies (ShareCapital and Debentures) Rules 2014 - During the financial year under review theCompany has not issued any sweat equity shares.

d) Detailed reasons for revision of financial statements and report of the Board interms of Section 131(1) of the Companies Act 2013 - The Company was not required torevise its financial statements or directors' report during the financial year underreview in terms of Section 131 of the Companies Act 2013.

e) Disclosures in terms of Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act

2013 – In terms of Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 the Company has an internal complaints committee inplace which entertains the complaints made by any aggrieved woman. During the financialyear under review there have been no cases reported in this regard.

f) Disclosures pertaining to compliance with Secretarial Standards – Duringthe financial year under review the Company has complied with applicable SecretarialStandards.

29. ACKNOWLEDGEMENT

The Directors wish to place on record their appreciation for the co-operation andsupport received from the government and semi-government agencies especially from theMinistry of New and Renewable Energy (MNRE) Government of India all state level nodalagencies and all state electricity boards. The Directors are thankful to all the BankersFinancial Institutions and the Investor Group for their support to the Company. The Boardplaces on record its appreciation for continued support provided by the esteemedcustomers suppliers bankers financial institutions consultants bondholders andshareholders. The Directors also acknowledge the hard work dedication and commitment ofthe employees. Their enthusiasm and unstinting efforts have enabled the Company to emergestronger than ever enabling it to maintain its position as one of the leading players inthe wind industry in India and around the world.

For and on behalf of the Board of Directors
Tulsi R.Tanti
Place : Pune Chairman & Managing Director
Date : May 30 2018 DIN : 00002283