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Suzlon Energy Ltd.

BSE: 532667 Sector: Engineering
NSE: SUZLON ISIN Code: INE040H01021
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VOLUME 2660136
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OPEN 4.41
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VOLUME 2660136
52-Week high 6.19
52-Week low 1.65
P/E
Mkt Cap.(Rs cr) 3,611
Buy Price 4.39
Buy Qty 1.00
Sell Price 4.39
Sell Qty 40900.00

Suzlon Energy Ltd. (SUZLON) - Director Report

Company director report

Dear Shareholders

The Board of Directors present the Twenty Fourth Annual Report of your Company togetherwith the audited standalone and consolidated financial statements for the financial yearended March 31 2019.

1. Financial results

The audited standalone and consolidated financial results for the financial year endedMarch 31 2019 are as under:

Particulars Standalone Consolidated
Rs Crore Rs Crore
2018-19 2017-18 2018-19 2017-18
Revenue from operations 2471.08 5953.57 4978.46 8074.61
Other operating income 72.42 23.86 46.23 41.59
Earnings before interest tax depreciation and amortization (EBITDA) (184.02) 664.22 (8.75) 1003.06
Less: Depreciation and amortisation expense 438.91 419.28 341.85 341.61
Earnings before interest and tax (EBIT) (622.93) 244.94 (350.60) 661.45
Add: Finance income 435.98 369.16 49.95 79.17
Less: Finance costs 943.65 1222.84 1269.91 1580.98
Profit/ (loss) before tax before exceptional items (1130.60) (608.74) (1570.56) (840.36)
Less: Exceptional items 6281.38 546.00 (27.57) (449.62)
Profit/ (loss) before tax (7411.98) (1154.74) (1542.99) (390.74)
Less: Tax expense 1.35 1.40 (11.90) (1.56)
Profit/ (loss) after tax (7413.33) (1156.14) (1531.09) (389.18)
Share of profit / (loss) of associates and jointly controlled entities N.A. N.A. (6.10) 5.17
Net profit/ (loss) for the year (7413.33) (1156.14) (1537.19) (384.01)
Other comprehensive income/ (loss) net of tax 0.54 7.17 (39.78) (189.27)
Total comprehensive income/ (loss) net of tax (7412.79) (1148.97) (1576.97) (573.28)

The financial statements for the financial year ended March 31 2019 have been preparedunder Ind AS (Indian Accounting Standards).

2. Company's performance

On a standalone basis the Company achieved revenue from operations of Rs. 2471.08Crore and EBIT of Rs. (622.93) Crore as against Rs. 5953.57 Crore and Rs. 244.94 Crorerespectively in the previous year. Net loss for the year is Rs. 7413.33 Crore as comparedto Rs. 1156.14 Crore in the previous year.

On consolidated basis the Group achieved revenue from operations of Rs. 4978.46Crore and EBIT of Rs. (350.60) Crore as against Rs. 8074.61 Crore and Rs. 661.45 Crorerespectively in the previous year. Net loss for the year is Rs. 1537.19 Crore as comparedto Rs. 384.01 Crore in the previous year.

3. Appropriations

a) Transfer to reserves - During the financial year under review the Company wasnot required to transfer any amount to any reserves.

b) Dividend - In view of accumulated losses the Board of Directors has notrecommended any dividend on equity shares for the financial year under review.

c) Dividend distribution policy - In terms of Regulation 43A of the Securities andExchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015 (the "Listing Regulations") the Company has adopted a dividenddistribution policy which has been provided in an annexure which forms part of theDirectors' Report. The dividend distribution policy is also available on the Company'swebsite (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 the Companyinitiated / completed sale of following SPVs as a part of the trade practice of formingSPVs for setting-up of solar power projects and selling them to the customer / investors:

• completed sale of its entire stake in SE Solar Limited Amun Solarfarms LimitedAvighna Solarfarms Limited Prathamesh Solarfarms Limited Rudra Solarfarms Limited GaleSolarfarms Limited and Tornado Solarfarms Limited and accordingly these SPVs ceased to besubsidiaries during the financial year under review;

• initiated sale of its stake in Heramba Renewables Limited Shreyas SolarfarmsLimited Aalok Solarfarms Limited and Abha Solarfarms Limited and accordingly these SPVsceased to be subsidiaries; however continue to be associate companies post March 31 2019.

5. Capital and debt structure

a) Authorised share capital – During the financial year under review there isno change in the authorised share capital of the Company. The authorised share capital ofthe Company as on March 31 2019 and as on the date of this Report is Rs. 2498.00 Croredivided into 12490000000 equity shares of Rs. 2/- each.

b) Paid-up share capital - During the financial year under review there is nochange in the paid-up share capital of the Company. The paid-up share capital of theCompany as on March 31 2019 and as on the date of this Report is Rs. 1063.96 Croredivided into 5319774121 equity shares of Rs. 2/- each.

c) Global Depository Receipts (GDRs) - The outstanding GDRs as on March 31 2019are 2070210 representing 8280840 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 there was no conversion of FCCBs into equity shares. Thedetails of outstanding convertible securities as on March 31 2019 are as under:

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

Note: Post March 31 2019 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 No.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 and dates of board meetings held during the financialyear under review have been provided in the Corporate Governance Report forming part ofthis Annual Report.

8. Director's 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. Marc Desaedeleer Mr. RaviUppal Mr. Venkataraman Subramanian Mr. Per Hornung Pedersen and Mrs. Vijaya Sampath theIndependent Directors of the Company have given a declaration to the Company that theymeet the criteria of independence as specified under Section 149(6) of the Companies Act2013 and the Listing Regulations and there has been no change in the circumstances whichmay affect their status as Independent Directors. Further they have also given adeclaration that they have complied with the provisions of the Code of Ethics forDirectors and Senior Management (including Code of Conduct for Independent Directorsprescribed in Schedule IV to the Companies Act 2013) to the extent applicable during thefinancial year under review.

10. Company's policy on director's appointment and remuneration

During the financial year under review the ‘Board Diversity and RemunerationPolicy' of the Company has been amended in terms of approval of the Board of Directorsdated March 27 2019 by way of circular resolution by amending the definition of seniormanagement and addition in the role of the Nomination and Remuneration Committee in termsof the Companies Act 2013 and the Listing Regulations. In accordance with Section 178 ofthe Companies Act 2013 and the Listing Regulations the ‘Board Diversity andRemuneration Policy' as adopted by the Board of Directors of the Company is available onthe Company's website (www.suzlon.com). The details of remuneration paid to the ExecutiveDirectors and Non-executive Directors have been provided in the Corporate GovernanceReport forming part of this Annual Report.

11. Auditors and auditors' observations

a) Statutory auditor - M/s. Deloitte Haskins & Sells LLP Chartered Accountants(Firm Registration No.117366W/W-100018) were appointed as the statutory auditors of theCompany to hold office from the conclusion of the Twenty Second annual general meetingtill the conclusion of the Twenty Seventh annual general meeting of the Company i.e. fora period of five years.

Statutory auditors' observation(s) in audit report and directors' explanation thereto–

• In respect of Note 5 of the standalone financial statements and Note 4 of theconsolidated financial statements regarding use of going concern assumption for thepreparation of financial statements due to existence of default in repayment of principaland interest payable to lenders recall right in connection with liabilities on account ofFCCB's which are due for redemption in July 2019 and to the banks who have issued standbyletter of credit (SBLC) for a loan taken by one of the subsidiary company and overdueamounts payable to certain creditors.

It is clarified that subsequent to default in repayment of principal and interestpayable to lenders the lenders have allowed continuation of operations permitting usageof 90% of cash inflows towards business requirements having invoked the Inter CreditorAgreement (ICA) mechanism under ‘Project Sashakt' for resolution. In that connectionthe Company is working towards a resolution plan with the lenders and has received anon-binding offer from a potential investor contemplating infusion of additional equity inthe Company purchase of a business line by the investor and considerable amount of waiverof the debts by the lenders (including FCCB holders). Implementation of plan is subject toapproval of lenders and shareholders. Successful implementation will enable the Company tomeet the financial obligations and to scale up the operations. The Company is also takingvarious other steps to reduce costs and accordingly the financial statements have beenprepared on the basis that the Company is a going concern.

• In respect of auditors' observation in standalone financial statements andconsolidated financial statements regarding certain default in payment of interest andrepayment of dues to financial institutions and banks and delay in depositing statutorydues.

It is clarified that the delay arose on account of liquidity shortage due to lossesdelay in timely realisation of certain receivables from the customers and prevailinguncertain economic environment that adversely impacted the sales volumes.

b) Secretarial auditor – Pursuant to the provisions of Section 204 of theCompanies Act 2013 and Rules made thereunder Mr. Dinesh Joshi Designated Partner Kanj& Co. LLP Company Secretaries (Membership No.F3752 and C.P.No.2246) has beenappointed as the secretarial auditor to conduct the secretarial audit for the financialyear 2018-19. A secretarial audit report in Form No.MR-3 given by the secretarial auditorhas been provided in an annexure which forms part of the Directors Report.

Secretarial auditors' observation(s) in secretarial audit report and directors'explanation thereto –

• In respect of observation pertaining to appointment of Chief Financial Officer(CFO) in compliance with Section 203(4) of the Companies Act 2013

It is clarified that the Company has been making its best endeavour to find appropriateperson as a CFO and post March 31 2019 the Board of Directors at its meeting held onMay 30 2019 approved appointment of Mr. Swapnil Jain as the CFO of the Company w.e.f.June 1 2019. Thus with appointment of the CFO the Company is compliant with therequirement of Section 203 of the Companies Act 2013.

c) Cost auditor - The Company is required to maintain cost records as specified bythe Central Government under Section 148(1) of the Companies Act 2013 and accordinglysuch accounts and records are made and maintained by the Company for the financial yearunder review.

M/s. D. C. Dave & Co. Cost Accountants Mumbai (Registration No.000611) had beenappointed as the cost auditors for conducting audit of cost accounting records of theCompany for the financial year 2018-19. The due date of submitting the cost audit reportby the cost auditor to the Company for the financial year 2018-19 is within a period ofone hundred eighty days from the end of the financial year i.e. March 31 2019.Thereafter the Company shall file a copy of the cost audit report in Form No.CRA-4 withina period of 30 (thirty) days from the date of its receipt. The cost audit report for thefinancial year 2017-18 dated September 25 2018 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 5 2018.

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)have been appointed as cost auditors for conducting audit of cost accounting records ofthe Company for the financial year 2019-20 at a remuneration of Rs. 500000/- (RupeesFive Lacs 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.

During the financial year under review there was no instance of fraud required to bereported to Central Government Board of Directors or Audit Committee as the case may beby any of the auditors of the Company in terms of Section 143(12) of the Companies Act2013.

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 FormNo.AOC-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 Rule 8(3) of the Companies (Accounts)Rules 2014 has been provided in an annexure which forms part of the Directors' Report.

15. Risk management

The Company has constituted a Risk Management Committee the details of which have beenprovided in the Corporate Governance Report forming part of this Annual Report. The Boardof Directors has approved 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.

17. Annual evaluation of board's performance

The information pertaining to annual evaluation of the performance of the Board itsCommittees and individual directors as required to be provided in terms of Section134(3)(p) of the Companies Act 2013 read with Rule 8(4) of the Companies (Accounts)Rules 2014 has been provided in the Corporate Governance Report forming part of thisAnnual Report.

18. Directors / key managerial personnel appointed / resigned during the financial yearunder review and upto the date of this Report

Re-appointment of directors retiring by rotation – Mr. Vinod R.Tanti (DIN:00002266) the Wholetime Director and Chief Operating Officer and Mr. Girish R.Tanti (DIN:00002603) the Non-executive Director retire by rotation at the ensuing annual generalmeeting and being eligible offer themselves for re-appointment.

Change in nominee director – During the financial year under review pursuantto withdrawal of nominee director by Power Finance Corporation Limited (PFC) Mr. RajivRanjan Jha (DIN: 03523954) the Nominee Director appointed by PFC ceased to be theDirector of the Company w.e.f. April 6 2018. IDBI Bank Limited has substituted itsnominee director on the Board of the Company by withdrawing nomination of Mr. Brij MohanSharma (DIN: 07193258) and instead nominating Mr. Biju George Kozhippattu (DIN: 02405333)as the Nominee Director of IDBI Bank Limited on the Board of the Company. Accordingly Mr.Biju George Kozhippattu has been appointed as an additional director in the capacity as aNominee Director with effect from November 29 2018 to hold office till the conclusion ofensuing annual general meeting and being eligible offers himself for appointment asDirector of the Company. The Nomination and Remuneration Committee has recommended theappointment of Mr. Biju George Kozhippattu as the Director designated as the"Non-executive Director" who shall not be liable to retire by rotation. Mr. BrijMohan Sharma ceased to be the Nominee Director of the Company with effect from November29 2018. The Board expresses its appreciation for the valuable services rendered andmatured advice provided by Mr. Rajiv Ranjan Jha and Mr. Brij Mohan Sharma during theirassociation with the Company.

Appointment / re-appointment / resignation of independent director – Duringthe financial year under review Mr. Vaidhyanathan Raghuraman Independent Director of theCompany has voluntarily resigned from the directorship of the Company in terms ofRegulation 17(1A) of the Listing Regulations with effect from March 31 2019 since he hasattained the age of seventy five years. As confirmed by Mr. V. Raghuraman there is noother material reason for his resignation. The Board expresses its appreciation for thevaluable services rendered and matured advice provided by Mr. Vaidhyanathan Raghuramanduring his association with the Company.

Further Mr. Marc Desaedeleer Mr. Ravi Uppal and Mr. Venkataraman Subramanian wereappointed as the Independent Directors of the Company for a term of 5 (five) years whichterm expires on September 24 2019. In terms of Section 149(10) of the Companies Act 2013and the Listing Regulations Mr. Marc Desaedeleer Mr. Ravi Uppal and Mr. VenkataramanSubramanian are eligible for appointment as Independent Directors for another term of 5(five) years subject however to approval of the shareholders by way of a specialresolution.

Accordingly on the basis of performance evaluation the Nomination and RemunerationCommittee of the Board of Directors and the Board of Directors of the Company at theirmeetings held on May 29 2019 and May 30 2019 respectively have recommended appointmentof Mr. Marc Desaedeleer Mr. Ravi Uppal and Mr. Venkataraman Subramanian as IndependentDirectors of the Company for a second term of 5 (five) years i.e. for the period fromSeptember 25 2019 till September 24 2024. Mr. Marc Desaedeleer Mr. Ravi Uppal and Mr.Venkataraman Subramanian have given a declaration to the Board that they meet the criteriafor independence as provided under Section 149(6) of the Companies Act 2013 and theListing Regulations. In the opinion of the Board of Directors of the Company Mr. MarcDesaedeleer Mr. Ravi Uppal and Mr. Venkataraman Subramanian fulfil the conditionsspecified in the Companies Act 2013 and the Listing Regulations for appointment asIndependent Directors and are independent of the management of the Company. Further it isfelt that the Company would continue to be benefitted by their rich experience andexpertise if they are re-appointed for a second term of 5 (five) years.

Appointment of Chief Financial Officer – Post March 31 2019 the Board ofDirectors at their meeting held on May 30 2019 approved appointment of Mr. Swapnil Jainas the Chief Financial Officer of the Company w.e.f. June 1 2019.

Profile of directors seeking appointment / re-appointment – Profile of thedirectors seeking appointment / reappointment 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 2019 the Company has 51 subsidiaries and 1 joint venture and 1associate company in terms of the Companies Act 2013 a list of which is given in FormNo.MGT-9 – Extract of annual return forming part of this Annual Report. The salientfeatures of the financial statement of subsidiaries / joint ventures / associates andtheir contribution to the overall performance of the Company during the financial yearunder review have been provided in Form No. AOC-1 and notes to accounts respectively bothforming part of this Annual Report.

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

Sr. No. Name of the entity Country
1. Jawbone Holdings LLC USA
2. Lacy Creek Windpower LLC USA
3. Lane City Wind LLC USA
4. Seventus Development Holdings LLC USA

b) Change of name of subsidiaries during the financial year under review

Sr. No. Previous name of the entity New name of the entity
1. Sure Power LLC USA Seventus LLC USA

c) Companies which ceased to be subsidiaries/ joint ventures during the financial yearunder review

Sr. No. Name of the entity Country Remarks
1. Amun Solarfarms Limited India Sold
2. Avighna Solarfarms Limited India Sold
3. Gale Solarfarms Limited India Sold
4. Prathamesh Solarfarms Limited India Sold
5. Rudra Solarfarms Limited India Sold
6. SE Solar Limited India Sold
7. Tornado Solarfarms Limited India Sold

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 No. 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 the Securities and Exchange Board of India byan Adjudication Order dated April 20 2018 has imposed a monetary penalty of a total sumof Rs. 1.10 Crore on the Company and its Compliance Officer for alleged non-reporting ofcertain events in the past. The Company does not believe that any penalty was warrantedand has accordingly filed an appeal before 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 their genuine concerns about unethical behaviouractual or suspected frauds or violation of the Company's code of conduct for directors andsenior management and the code of conduct for prevention of insider trading and which alsoprovides for safeguards against victimisation. The whistle blower policy is available onthe Company's website (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 200000 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 anyother subsidiaries 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 plan (ESOP)

The Company had introduced ESOP for its employees and employees of its subsidiaries(hereinafter referred to as the "Scheme"). The information pertaining to theScheme as required under Rule 12(9) of the Companies (Share Capital and Debentures) Rules2014 and the Securities and Exchange Board of India (Share Based Employee Benefits)Regulations 2014 have been provided in an annexure which forms part of the Directors'Report. The Scheme formulated by the Company was in compliance with the applicableregulations. During the financial year under review there was no material change in theScheme. There are no Schemes in force as on the date of this Report.

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 report

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

During the financial year under review the Company was not required to transfer anyunpaid or unclaimed dividend to the investor education and protection fund set up by theGovernment of India.

28. Other disclosures

a) Details of deposits in terms of Rule 8(5) of the Companies (Accounts) Rules 2014– During the financial year under review the Company did not accept any depositsfalling within the 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 financialyear under review the Company has not issued equity shares with differential votingrights as to 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) Details of shares held in trust for the benefit of employees where the voting rightsare not exercised directly by the employees in terms of Section 67 of the Companies Act2013 – Not applicable

e) 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 requiredto revise its financial statements or Directors' Report during the financial year underreview in terms of Section 131 of the Companies Act 2013.

f) Disclosures in terms of Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 – The Company has in place an InternalComplaints Committee constituted under the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013 which entertains the complaints made byany aggrieved woman. During the financial year under review there have been no casesreported in this regard.

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

h) Disclosures pertaining to credit rating – Details pertaining to variouscredit ratings obtained by the Company have been provided in the Corporate GovernanceReport forming part of this Annual Report.

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. TheDirectors place on record their appreciation for continued support provided by theesteemed customers suppliers bankers financial institutions consultants bondholdersand shareholders. The Directors also acknowledge the hard work dedication and commitmentof the employees. Their enthusiasm and unstinting efforts have enabled the Company toemerge stronger than ever enabling it to maintain its position as one of the leadingplayers in the wind industry in India and around the world.

For and on behalf of the Board of Directors
Place : Pune Tulsi R.Tanti
Date : May 30 2019 Chairman & Managing Director
DIN : 00002283