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DIRECTOR'S REPORT

Suzlon Energy Ltd.

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Market Cap. (₹) 1436.34 Cr. P/BV -0.17 Book Value (₹) -16.03
52 Week High/Low (₹) 8/2 FV/ML 2/1 P/E(X) 0.00
Bookclosure 20/09/2019 EPS (₹) 0.00 Div Yield (%) 0.00
Year End :2018-03 

Dear Shareholders,

The Directors present the Twenty Third Annual Report of your Company together with the audited standalone and consolidated financial statements for the financial year ended March 31,2018.

1. FINANCIAL RESULTS

The audited standalone and consolidated financial results for the year ended March 31,2018are 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

6,142.62

9,229.21

942.41

1,423.16

8,292.25

12,692.53

1,272.21

1,957.21

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

1,835.16

101.91

282.99

1,003.06

2,499.39

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

1,421.17

37.58

219.15

661.45

2,110.36

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

1,222.84

930.71

187.61

143.52

1,580.98

1,287.59

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

(1,154.74)

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

(1,156.14)

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

(1,156.14)

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

(1,148.97)

345.76

(176.28)

53.31

(573.28)

611.96

(87.95)

94.37

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

2. COMPANY’S PERFORMANCE

On a standalone basis, the Company achieved revenue from operations of Rs.6,142.62 Crores and EBIT of Rs.244.94 Crores as against Rs.9,229.21 Crores and Rs.1,421.17 Crores respectively in the previous year. Net loss for the year is Rs.1,156.14 Crores as compared to net profit ofRs.355.70Crores in the previous year. The Company has incurred losses for the financial year under review as compared to profits of previous year primarily due to 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.8,292.25 Crores and EBIT of Rs.661.45 Crores as against Rs.12,692.53 Crores and Rs.2,110.36 Crores respectively in the previous year. Net loss for the year is Rs.384.01 Crores as compared to net profit of Rs.851.64 Crores in the previous year. The increase in loss during the financial year under review as compared to previous year is primarily due to lower volumes on account of transition of Indian wind industry from feed in tariff (FIT) regime to competitive bidding.

3. APPROPRIATIONS

a) Transfer to reserves

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

b) Dividend

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

c) Dividend Distribution Policy

In terms of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the “Listing Regulations”), the Company has adopted a Dividend Distribution Policy which has been provided in an Annexure which forms part of the Directors’ Report. The Dividend Distribution Policy is also available on the Company’s website (www.suzlon.com).

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

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

a) Sale of SPVs - During the financial year under review, the Company signed share purchase agreements in respect of following domestic SPVs:

- Shanay Renewables Limited and Saroja Renewables Limited for sale of 100% equity stake to Skeiron Renewable Energy Private Limited.

- Rajat Renewables Limited and Kanak Renewables Limited for sale of 100% equity stake to Shruti Power Projects Private Limited (a wholly owned subsidiary of ReNew Power Ventures Private Limited).

This sale is part of the trade practice of forming special purpose vehicles for setting-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 to have enhanced efficiency, the Company had initiated a Composite Scheme of Amalgamation and Arrangement (the “Scheme”) involving merger of three wholly owned subsidiaries, namely, SE Blades Limited, SE Electricals Limited and Suzlon Wind International Limited into the Company, and demerger of tubular tower manufacturing division of another wholly owned subsidiary, namely, Suzlon Structures Limited (now known as Suzlon Global Services Limited), into the Company.

The Honourable National Company Law Tribunal (“NCLT”), Ahmedabad Bench, has approved the Composite Scheme of Amalgamation and Arrangement between SE Blades Limited, SE Electricals Limited and Suzlon Wind International Limited (collectively referred to as the “Transferor Companies” / “Amalgamating Companies”) and Suzlon Structures Limited (now known as Suzlon Global Services Limited) (the “Demerging Company”) with Suzlon Energy Limited (the “Transferee Company” / “Resulting Company” / “Company”) and their respective shareholders and the creditors (the “Scheme”) vide order dated May31, 2017 and the Scheme has become effective from June 1, 2017 from the respective appointed dates, i.e. January 1,2016 for merger and April 1,2016 for demerger, consequent upon filing of the certified copy of the Order issued by the NCLT, Ahmedabad Bench, with the Registrar of Companies, Gujarat.

c) Transfer of WTG undertakings

During the financial year under review, the Company has signed Slump Sale Agreement on March 31, 2018 with Suzlon Gujarat Wind Park Limited (“SGWPL”), a step down wholly owned subsidiary of the Company, for transfer of the wind turbine generator undertakings (“WTG undertakings”), along with all the assets and liabilities pertaining to the WTGs of the Company as a going concern on a slump sale basis, for the purpose 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 merger of its subsidiaries with the Company.

5. CAPITAL

a) Increase in authorised share capital - During the financial year under review, the authorised share capital of the Company increased from Rs.1,500.00 Crores divided into 750,00,00,000 Equity Shares of Rs.2/- each to Rs.2,498.00 Crores divided into 1249,00,00,000 Equity Shares of Rs.2/- each by virtue of Common Final Order passed by NCLT approving the aforesaid Composite Scheme of Amalgamation and Arrangement. The authorised share capital of the Company as on the date of this Report is Rs.2,498.00 Crores divided into 1249,00,00,000 Equity Shares of Rs.2/- each.

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

Date ofallotment

No. of Securities

Remarks

April 25, 2017

1,67,50,807 equity shares of Rs.2/- each

Allotment pursuant to conversion of 4,300 USD 546,916,000 Step-up Convertible Bonds due 2019

May 3, 2017

1,36,34,377 equity shares of Rs.2/- each

Allotment pursuant to conversion of 3,500 USD 546,916,000 Step-up Convertible Bonds due 2019

May 12, 2017

7,31,58,180 equity shares of Rs.2/- each

Allotment pursuant to conversion of 18,780 USD 546,916,000 Step-up Convertible Bonds due 2019

June 3, 2017

5,61,73,638 equity shares of Rs.2/- each

Allotment pursuant to conversion of 14,420 USD 546,916,000 Step-up Convertible Bonds due 2019

June 26, 2017

79,70,268 equity shares of Rs.2/- each

Allotment pursuant to conversion of 2,046 USD 546,916,000 Step-up Convertible Bonds due 2019

July 20, 2017

9,87,12,902 equity shares of Rs.2/- each

Allotment pursuant to conversion of 25,340 USD 546,916,000 Step-up Convertible Bonds due 2019

August 12, 2017

2,89,74,999 equity shares of Rs.2/- each

Allotment pursuant to conversion of 7,438 USD 546,916,000 Step-up Convertible Bonds due 2019

Accordingly, the paid-up share capital of the Company as on the date of this Report is Rs.1,063.96 Crores divided into 531,97,74,121 equity shares of Rs.2/- each.

c) Global Depository Receipts (GDRs) - The outstanding GDRs as on March 31, 2018 are 22,61,816 representing 90,47,264 equity shares of Rs.2/- each. Each GDR represents four underlying equity shares in the Company.

d) Foreign Currency Convertible Bonds (“FCCBs”) - During the financial year under review, 29,53,75,171 equity shares of Rs.2/- each have been allotted to the Bondholders pursuant to conversion of 75,824 USD 546,916,000 Step-up Convertible Bonds due 2019. The details of outstanding convertible securities as on March 31,2018andas on date of this Report are as under:

Series

Outstanding amount (USD)

Exchange rate

Convertible on or before

Conversion price

USD 546,916,000 Step-up Convertible Bonds due 2019 (Restructured Bonds)

17,20,02,000

60.225

July 9, 2019

15.46

Note: Post March 31,2018 and upto the date of this Report, the Company has not received 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 the Companies Act, 2013forthefinancialyear under review has been provided in an Annexure which forms part of the Directors’ Report.

7. NUMBEROFBOARDMEETINGSHELD

The details pertaining to number of Board Meetings held during the financial year under review have been provided in the CorporateGovernance Reportforming part ofthisAnnual Report.

8. DIRECTORS’RESPONSIBILITYSTATEMENT

Pursuant to Section 134(5) ofthe Companies Act, 2013, the Board of Directors confirm to the best of their knowledge and beliefthat:

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

b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so asto give a true and fairview ofthe state ofaffairs ofthe Company atthe end ofthe financial yearand ofthe loss oftheCompanyforthat period;

c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions ofthe Companies Act, 2013 for safeguarding the assets ofthe Company and for preventing and detecting fraud and other irregularities;

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 financial controls to be followed by the Company and that such internalfinancial controlsareadequateandwere 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. ASTATEMENTONDECLARATIONGIVENBYINDEPENDENTDIRECTORS

In terms ofSection 149(7) ofthe CompaniesAct, 2013, Mr. Vaidhyanathan Raghuraman, Mr. MarcDesaedeleer, Mr. Ravi Uppal, Mr. Venkataraman Subramanian, Mr. Per Hornung Pedersen and Mrs. Vijaya Sampath, the Independent Directors of the Company, have given a declaration to the Company that they meet the criteria of independence as specified under Section 149(6) ofthe Companies Act, 2013 and the Listing Regulations and there has been no change in the circumstances which may affecttheirstatusas Independent Directors.

10. COMPANY’SPOLICYONDIRECTOR’SAPPOINTMENTANDREMUNERATION

In accordance with Section 178 of the Companies Act, 2013 and the Listing Regulations, the ‘Board Diversity and Remuneration Policy’asapproved by the Nomination and Remuneration Committee ofthe Board ofDirectors is available on the Company’s website (www.suzlon.com). The details of remuneration paid to the Executive and Non-executive Directors have been provided in theCorporateGovernance Reportforming partofthisAnnual Report.

11. AUDITORS AND AUDITORS’ OBSERVATIONS

a) Statutory Auditors - M/s. Deloitte Haskins & Sells LLP, Chartered Accountants (Firm Registration No.117366W/W-100018) were appointed as the Statutory Auditors ofthe Company to hold office from the conclusion ofthe Twenty SecondAnnualGeneral Meetingtill the conclusion oftheTwentySeventh Annual General Meeting ofthe Company, i.e. for a period offive years.

Statutory Auditors’ Observation(s) in Audit Report and Directors’ explanation thereto - None

b) Secretarial Auditor - Pursuant to the provisions of Section 204 of the Companies Act, 2013 and Rules made thereunder, Mr. Dinesh Joshi, Partner, Kanj & Associates, Company Secretaries, Pune (Membership No.F3752 and C.P.No.2246) has been appointed asthe Secretarial Auditorto conductthe Secretarial Auditforthefinancial year 201718. ASecretarial Audit Report in Form MR-3 given bythe Secretarial Auditor has been provided in an Annexure which forms part ofthe 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 (Registration No.000611) had been appointed as the Cost Auditors for conducting audit ofcost accounting records ofthe Companyfor the financial year 2017-18. The due date of submitting the cost audit report by the Cost Auditor to the Company for the financial year 2017-18 is within a period ofone hundred eightydaysfrom the end ofthefinancial year, i.e. March 31,2018. Thereafter,the Companyshall filea copy of the Cost Audit Report in Form CRA-4 within a period ofthirty days from the date of its receipt. The Cost Audit Report for the financial year 2016-17 dated September 26, 2017 issued by M/s. D.C.Dave & Co., Cost Accountants, Mumbai (Registration No.000611) was filed with the Ministry of Corporate Affairs, Government of India, on October 24,2017.

Further, in terms ofSection 148 ofthe Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 and pursuant to the recommendation of the Audit Committee, M/s. D.C.Dave & Co. Cost Accountants, Mumbai (Registration No.000611) have been appointed as Cost Auditors for conducting audit ofcost accounting records ofthe Company for the financial year 2018-19 at a remuneration of Rs.5,00,000/- (Rupees Five Lacs Only), which shall be subject to ratification bythe shareholders attheensuing Annual General Meeting.

d) Internal Auditor - In terms ofSection 138 oftheCompaniesAct, 2013read with theCompanies (Accounts) Rules, 2014, the Company has appointed Mr. Shyamal Budhdev, Chartered Accountant (Membership No.43952) as the Internal Auditor ofthe Company.

12. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

The particulars of loans, guarantees and investments in terms ofSection 186 ofthe CompaniesAct, 2013 for the financial year under review have been provided in the Notes tothe Financial Statements whichforms part ofthisAnnual Report.

13. PARTICULARS OF CONTRACTS/ARRANGEMENTS WITH RELATED PARTIES

The particulars of contracts/ arrangementswith related parties referred to in Section 188(1)entered into during the financial year underreviewasrequiredto begiven in FormAOC-2, have been provided in anAnnexurewhichforms partofthe Directors’ Report.

14. PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGSAND OUTGO

The particulars of conservation of energy, technology absorption, foreign exchange earnings and outgo for the financial year under review as required to be given under Section 134(3)(m) ofthe Companies Act, 2013and the Rules made thereunder, has been provided in an Annexure which forms part ofthe Directors’ Report.

15. RISK MANAGEMENT

In terms of the Listing Regulations, though not mandatorily required, the Company has constituted a Risk Management Committee, the details ofwhich have been provided in the Corporate Governance Report forming part ofthis Annual Report. The Board ofDirectors 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 discussed in the Management Discussion and Analysis Report forming part ofthis Annual Report. The Board 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) ofthe Companies Act, 2013, the details ofwhich have been provided in the Corporate Governance Reportforming part ofthisAnnual Report. The Board ofDirectors has approved the CSR Policy which is available on the Company’s website (www.suzlon.com). The Annual Report on CSR activities as required to be given under Section 135 ofthe Companies Act, 2013 and Rule 8 ofthe Companies (Corporate Social Responsibility Policy) Rules, 2014 has been provided in an Annexure which forms part ofthe Directors’ Report forming part of this Annual Report.

17. ANNUALEVALUATION OF BOARD’S PERFORMANCE

The information pertaining to Annual Evaluation of Board’s performance as required to be provided in terms of Section 134(3)(p) ofthe Companies Act, 2013 read with Rule 8(4) ofthe Companies (Accounts) Rules, 2014 has been provided in the CorporateGovernance Reportforming part ofthisAnnual Report.

18. DIRECTORS/KEYMANAGERIALPERSONNELAPPOINTED/RESIGNEDDURINGTHEFINANCIALYEARANDUPTOTHE DATE OF THIS REPORT

Appointment / re-appointment of Executive Directors - In terms of the recommendation of the Nomination and Remuneration Committee ofthe Board of Directors ofthe Company at its meeting held on March 22, 2017 and the Board of Directors ofthe Company at its meeting held on March 23, 2017, the shareholders ofthe Company, at their Twenty Second Annual General Meeting held on September 22,2017, approved the re-appointmentofMr. Tulsi R.Tanti (DIN: 00002283) asthe Managing DirectoroftheCompanywith effectfrom April 1,2017 forafurther period of5 (Five)years, i.e. upto March 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 atthe ensuing Annual General Meeting and being eligible offerthemselvesfor re-appointment.

Change in nominee director - During the financial year under review, IDBI Bank Limited has substituted its Nominee Director on the Board ofthe Company bywithdrawing nomination of Mr. Sunit Sarkar (DIN: 02806212) and instead nominating Mr. Brij Mohan Sharma (DIN: 07193258) asthe Nominee Director of IDBI Bank Limited on the Board ofthe Company. Accordingly, Mr. Brij Mohan Sharma has been appointed as an Additional Director in the capacity as a Nominee Director with effect from January 1, 2018 to hold office till the conclusion of ensuing Annual General Meeting and being eligible offers himself for appointment as Director ofthe Company. The Nomination and Remuneration Committee has recommended theappointment 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 ofthe Companywith effectfrom January 1, 2018. Post March 31, 2018, pursuant to withdrawal of nominee director by Power Finance Corporation Limited (PFC), Mr. Rajiv Ranjan Jha (DIN: 03523954), the Nominee Director appointed by PFC ceased to be the Director ofthe Companyw.e.f. April 6,2018. The Board expresses its appreciation for the valuable services rendered and matured advice provided by Mr. Sunit Sarkar and Mr. Rajiv RanjanJha during their association with the Company.

Changes in Key Managerial Personnel - During the financial year under review, Mr. Sanjay Baweja (DIN: 00232126) resigned asthe ChiefFinancial OfficeroftheCompanyw.e.f. October4,2017 dueto personalreasons.

Profile of Directors seeking appointment/ re-appointment - Profile ofthe directors seeking appointment / re-appointment as required to be given in terms of Regulation 36 ofthe Listing Regulations forms part ofthe Notice convening the ensuing Annual General Meeting ofthe Company.

19. SUBSIDIARIES

As on March 31, 2018, the Company has 54 subsidiaries, 1 jointventure and 1 associate in terms ofthe Companies Act, 2013, a list ofwhich is given in Form MGT9 - Extract ofAnnual Return forming part ofthis Annual Report. The salient features ofthe financial statement of subsidiaries / joint ventures / associates and their contribution to the overall performance of the Company during the period under review have been provided in Form AOC-1 and Notes to Accounts respectively both formingpartofthisAnnualReport.

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

20. SIGNIFICANTANDMATERIALORDERSPASSEDBYTHEREGULATORS

During the financial year under review, no significant and material orders impacting the going concern status and Company’s operations in future have been passed by any Regulators or Courts or Tribunals. However, post March 31, 2018, the Securities and Exchange Board oflndia, byan Adjudication Orderdated April 20,2018 (the “Order”), has imposed a monetary penaltyof a total sum of Rs.1.10 Crores on the Company and its Compliance Officer for alleged non-reporting of certain events in the past. The Company does not believe that any penaltywas warranted and would file an appeal before the SecuritiesAppellate Tribunal, Mumbai.

21. INTERNAL FINANCIAL CONTROLS ANDTHEIRADEQUACY

The details pertaining to internal financial control systems and their adequacy have been disclosed in the Management Discussion and Analysis Reportforming part ofthisAnnual Report.

22. AUDITCOMMITTEE

The Company has constituted an Audit Committee in accordance with Section 177(1) ofthe Companies Act, 2013, the details of which have been provided in the Corporate Governance Report forming part of this Annual Report. There has been no instance where the Board of Directors had not accepted any recommendation of the Audit Committee. The Company has formulated a Whistle Blower Policy to provide vigil mechanism for employees including directors of the Company to report genuine concernswhich is available on the Company’swebsite (www.suzlon.com).

23. PARTICULARS OF EMPLOYEES

a) Statement showing details of employees drawing remuneration exceeding the limits specified in Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

A statement showing details ofemployees in terms of Rule 5(2) ofthe Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 has been provided in a separateAnnexurewhich forms partofthe Directors’ Report. However, in terms ofSection 136 ofthe CompaniesAct, 2013, the Annual Report excluding the aforesaid information is being sentto allthe shareholders ofthe Companyand others entitledthereto. Anyshareholder interested in obtaining a copyofthe same maywrite tothe Company Secretaryatthe registered office ofthe Company.

b) Disclosures pertainingto remuneration ofdirectors as required underScheduleVtotheCompaniesAct, 2013

Details pertaining to remuneration of directors as required under Schedule V to the Companies Act, 2013 have been provided intheCorporateGovernance Reportforming part ofthisAnnual Report.

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

During the financial year under review, the Managing Director of the Company has received remuneration of USD 213,408 from Suzlon Wind Energy Corporation, USA (“SWECO”) in his capacity as Chairman of SWECO. Besides this, the Managing Director or the Wholetime Director did not receive any commission / remuneration from any subsidiaries ofthe Companyduring the financial year under review.

d) Information pertaining to remuneration to be disclosed by listed companies in terms of 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 listed companies in terms of Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 have been provided in an Annexure which forms part ofthe Directors’ Report.

e) Employeesstockoption plans

The Company has introduced Employee Stock Option Plans (“ESOPs”) for its employees and employees of its subsidiaries (hereinafter referred to as the “Schemes”). The information pertaining to these Schemes as required under Rule 12(9) oftheCompanies (Share Capitaland Debentures) Rules, 2014and the Securities and Exchange Board oflndia (Share Based Employee Benefits) Regulations, 2014 have been provided in an Annexure which forms part ofthe Directors’ Report. The Schemes formulated bythe Companyare in compliance with the applicable regulations. During the financial year under review, there was no material change in any of the Schemes. The details of the Schemes are available on the Company’s website (www.suzlon.com).

24. RELATED PARTY DISCLOSURES & MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The disclosures pertaining to Related PartyTransactions as required to be given in terms of ParaAofSchedule V ofthe Listing Regulations have been provided in an Annexure which forms part of the Directors’ Report. Further, the Management Discussion and Analysis Report on the operations and financial position of the Company has been provided in a separate section which forms part ofthis Annual Report.

25. CORPORATE GOVERNANCE

A detailed report on corporate governance has been provided in a separate section which forms part ofthis Annual Report. The Company is in compliance with the requirements and disclosures that have to be made in this regard. The auditors’ certificate on compliance with corporate governance requirements bythe Company is attached to the Corporate Governance ReportformingpartofthisAnnualReport.

26. BUSINESS RESPONSIBILITYREPORT

In terms of Regulation 34 ofthe Listing Regulations, the Business Responsibility Report has been provided in a separate section which forms part ofthis Annual Report.

27. TRANSFERTO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

During the financial year under review, the Company was not required to transfer any unpaid or unclaimed dividend to the Investor Education and Protection Fund (IEPF) set up bythe GovernmentofIndia.

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,theCompanydidnotacceptanydepositsfallingwithinthepurviewofSection73oftheCompaniesAct,2013.

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

c) Details of Sweat equity shares in terms of Rule 8(13) of the Companies (Share Capital and Debentures) Rules, 2014

- Duringthefinancial year under review,theCompanyhas not issued any sweatequityshares.

d) Detailed reasons for revision of financial statements and report of the Board in terms of Section 131(1) of the Companies Act, 2013 - The Company was not required to revise its financial statements or directors’ report during the financial year under reviewin termsofSection 131 ofthe CompaniesAct, 2013.

e) Disclosures in terms of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 - In terms ofSexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal)Act, 2013,the Company has an internal complaints committee in place, which entertains the complaints made by any aggrieved woman. Duringthefinancial year under review,there have been no cases reported in this regard.

f) Disclosures pertaining to compliance with Secretarial Standards - During the financial year under review, the Companyhas compliedwith applicable SecretarialStandards.

29. ACKNOWLEDGEMENT

The Directors wish to place on record their appreciation for the co-operation and support received from the government and semi-government agencies, especially from the Ministry of New and Renewable Energy (MNRE), Government of India, all state level nodal agencies and all state electricity boards. The Directors are thankful to all the Bankers, Financial Institutions and the Investor Group for their support to the Company. The Board places on record its appreciation for continued support provided by the esteemed customers, suppliers, bankers, financial institutions, consultants, bondholders and shareholders. The Directors also acknowledge the hard work, dedication and commitment of the employees. Their enthusiasm and unstinting efforts haveenabled the Companyto emerge strongerthan ever, enabling itto maintain its position as one ofthe leading players inthewind industry, in India and around theworld.

For and on behalf of the Board of Directors

Place: Pune Tulsi R.Tanti

Date : May 30, 2018 Chairman & Managing Director

DIN : 00002283

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