Home  »  Company  »  Suzlon Energy Ltd.  »  Quotes  »  Directors Report
Enter the first few characters of Company and click 'Go'

Directors Report of Suzlon Energy Ltd.

Mar 31, 2016

Dear Shareholders,

The Directors present the Twenty First Annual Report of your Company together with the audited standalone and consolidated financial statements for the financial year ended March 31,2016.

1. FINANCIAL RESULTS

The audited standalone and consolidated financial results for the year ended March 31,2016 are as under:

Particulars Standalone

Rs in Crore USD in Million 2015-16 2014-15 2015-16 2014-15

Revenue from operations 5,930.64 2,261.49 895.09 361.84

Other operating income 8.72 8.81 1.32 1.41

Earnings before interest, tax, 853.89 (380.98) 128.87 (60.96) depreciation and amortization (EBITDA)

Less: Depreciation and 165.49 157.81 24.98 25.25 amortization expense

Earnings before interest and 688.40 (538.79) 103.89 (86.21) tax (EBIT)

Add: Finance income 500.67 333.69 75.57 53.39

Less: Finance costs 686.94 1,219.39 103.68 195.10

Profit/(loss) before tax before 502.13 (1,424.49) 75.78 (227.92) exceptional items

Less: Exceptional items 455.31 4,607.85 68.71 737.25

Profit/(loss) before tax 46.82 (6,032.34) 7.07 (965.17)

Less: Current tax 0.07 - 0.01 - (Net of earlier years tax and MAT credit entitlement)

Less: Deferred tax - - - -

Profit/(loss) after tax 46.75 (6,032.34) 7.06 (965.17)

Add / (Less): Share of loss / N.A. N.A. N.A. N.A. (profit) of minority

Net profit/(loss) for the year 46.75 (6,032.34) 7.06 (965.17)

Add: Balance brought forward (10,060.65) (4,028.31) (1,518.42) (644.53)

Less : Transferred to legal - - - - and statutory reserve

Less : Appropriations - - - -

Surplus/(deficit) carried to (10,013.90) (10,060.65) (1,511.36) (1,609.70) balance sheet

Particulars Consolidated

Rs in Crore USD in Million 2015-16 2014-15 2015-16 2014-15

Revenue from operations 9,508.45 19,836.68 1,435.08 3,173.87

Other operating income 54.11 117.76 8.17 18.84

Earnings before interest tax, depreciation and amortization (EBITDA) 968.58 315.74 146.18 50.52

Less: Depreciation and amortization expense 403.26 808.77 60.86 129.40

Earnings before interest and tax (RBIT) 565.32 (493.03) 85.32 (78.88)

Add: Finance income 65.54 53.30 9.89 8.53

Less: Finance Costs 1,226.12 2,064.69 185.05 330.35

Profit/(loss) before tax before exceptional items (595.26) (2,504.42) (89.84) (400.70)

Less: Exceptional Items (1,064.13) 6,311.66 (160.61) 1,009.87

Profit/(loss) before tax 468.87 (8,816.08) 70.77 (1,410.57)

Less: Current tax (12.44) 289.81 (1.88) 46.37

Less: Deferred tax 1.47 27.47 0.23 4.40

Profit/(loss) after tax 479.84 (9,133.36) 72.42 (1,461.34)

Add/(Less): Share of loss/(profit) of minority 2.75 (24.33) 0.42 (3.89)

Net Profit/(loss) for the year 482.59 (9,157.69) 72.84 (1,465.23)

Add: Balance brought forward (18,464.62) (9,306.93) (2,786.80) (1,489.11)

Less: Transferred to legal and Statutory reserve 35.91 - 5.42 -

Less: Appropriations 0.02 - 0.00* -

Surplus/(deficit) carried to balance sheet (18,017.96) (18,464.62) (2,719.38) (2,954.34)

1 US$ = Rs 66.2575 as on March 31, 2016 (1 US$ = Rs 62.5000 as on March 31, 2015)

*Less than USD 0.01 million

Note - The consolidated financial results for the year ended March 31, 2016 are not comparable with the year ended March 31, 2015 (refer Note 6 of consolidated financial statement).

2. COMPANY''S PERFORMANCE

On a standalone basis, the Company achieved revenue from operations of Rs 5,930.64 Crore and EBIT of Rs 688.40 Crore as against Rs 2,261.49 Crore and Rs (538.79) Crore respectively in the previous year. Net profit for the year is Rs 46.75 Crore as compared to net loss of Rs 6,032.34 Crore in the previous year. The improved performance is on account of strong operational performance including volume growth and tight control over fixed costs.

On consolidated basis, the Group achieved revenue from operations of Rs 9,508.45 Crore and EBIT of Rs 565.32 Crore as against Rs 19,836.68 Crore and Rs (493.03) Crore respectively in the previous year. Net profit for the year is Rs 482.59 Crore as compared to net loss of Rs 9,157.69 Crore in the previous year.

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 expresses its inability to recommend any dividend on equity shares for the year under review.

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

During the 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) Acquisition of 25% stake in Suzlon Structures Limited ("SSL") from Kalthia Group pursuant to which SSL became a wholly owned subsidiary of the Company.

b) Transfer of entire equity shareholding in Suzlon Gujarat Wind Park Limited (SGWPL), a wholly owned subsidiary of the Company, to Suzlon Power Infrastructure Limited (SPIL), another wholly owned subsidiary of the Company -

Pursuant to this transfer, SGWPL has become a wholly owned subsidiary of SPIL, and continues to be a step down wholly owned subsidiary of the Company.

Balance of Parts (''BOP'') business of the Group is being carried on by and between SGWPL and SPIL. With a view to create an independent vertical within the Group to handle the value chain of BOP / Balance of Systems (''BOS'') for wind / solar sectors, which in turn would help the Group in coping with the possible changes in the infrastructure industry, SPIL, in addition to its current activities, will also act as a holding company for BOP / BOS business and will hold SGWPL and certain other companies, in future, which may be required to be set up as joint ventures with the third parties for the purpose of building up resources around land, for consents / approvals, for power evacuation facilities, to cater effectively to the business opportunities and competitive business scenario.

c) Transfer of entire 98% equity shareholding in Suzlon Global Services Limited (SGSL) to Suzlon Structures Limited (SSL), another wholly owned subsidiary of the Company - Pursuant to this transfer, SGSL has become a wholly owned subsidiary of SSL, and continues to be a step down wholly owned subsidiary of the Company.

The operation, maintenance and services (OMS) business was separated from the Company to achieve a strategic and operational focus on the business and development of a qualitative enterprise and a sector leader for OMS operations. The said business has gathered required critical mass and has good and sustainable operating margins, since separation from the Company. Thus with a view to rationalise the OMS business to optimise future fund raising or capital raising activities, this transfer has been effected.

d) Venturing into Solar business - During the year under review, the Company decided to embark further into the renewable energy sector by venturing into solar space. The Company has won bids for 515 MW solar power projects across four states namely Telangana, Maharashtra, Rajasthan and Jharkhand, out of which power purchase agreements for 340 MW have been signed. Post March 31,2016, the Company signed a Share Subscription and Shareholders Agreement with CLP Windfarms (India) Private Limited ("CLP) and SE Solar Limited, a subsidiary of the Company for setting up 100 MW solar power project in the State of Telangana and eventually sale of SE Solar Limited to CLP.

e) Amalgamation/Merger/Demerger

Post March 31,2016, the Board of Directors of the Company has approved, subject to approval of jurisdictional High Court, Composite Scheme of merger and demerger for:

- merger of SE Blades Limited (SEBL), SE Electricals Limited (SEEL) and Suzlon Wind International Limited (SWIL), the wholly owned subsidiaries of the Company, into the Company; and

- demerger of the tubular tower manufacturing division of Suzlon Structures Limited (SSL), the wholly owned subsidiary of the Company, into the Company.

Such consolidation of the above referred manufacturing companies will result in achieving business and administrative synergies for the Group like increased competitive strength; improved productivity and efficiency resulting in cost reduction; optimisation of working capital; pooling of managerial and technical resources, etc.

Additionally, Suzlon Global Services Limited, a step down wholly owned subsidiary of the Company is being merged with SSL another wholly owned subsidiary of the Company.

5. CAPITAL

a) Increase in paid-up share capital - During the year under review, the Company has made various allotments, whose detailsareasunder:

Date of allotment No. of Securities Remarks

April 18 2015 105,249,608 equity shares of Allotment pursuant to conversion of 27,018 USD 546,916,000 Rs 2/- each Step-up Convertible Bonds due 2019

May 15 2015 10,704,934 equity shares of Allotment pursuant to conversion of 2,748 USD 546,916,000 Rs 2/- each Step-up Convertible Bonds due 2019

May 15 2015 1,000,000,000 equity shares Preferential allotment to the Investor Group being Dilip of Rs 2/- each Shanghvi Family and Associates in terms of ICDR Regulations

June 25 2015 2,088,007 equity shares of Allotment pursuant to conversion of 536 USD 546,916,000 Step- Rs 2/- each up Convertible Bonds due 2019

August 21 2015 47,276,233 equity shares of Allotment pursuant to conversion of 12,136 USD 546,916,000 Rs.2/- each Step-up Convertible Bonds due 2019

35,309,144 equity shares of Allotment pursuant to conversion of 9,064 USD 546,916,000 September 16, 2015 Rs.2/- each Step-up Convertible Bonds due 2019

65,250,241 equity shares of Allotment pursuant to conversion of 16,750 USD 546,916,000 October 20, 2015 Rs.2/- each Step-up Convertible Bonds due 2019

15,582,147 equity shares of Allotment pursuant to conversion of 4,000 USD 546,916,000 November 18, 2015 Rs.2/- each Step-up Convertible Bonds due 2019

358,388 equity shares of Allotment pursuant to conversion of 92 USD 546,916,000 Step- December 14, 2015 Rs.2/- each up Convertible Bonds due 2019

11,686,610 equity shares of Allotment pursuant to conversion of 3,000 USD 546,916,000 January 6, 2016 Rs.2/- each Step-up Convertible Bonds due 2019

19,282,907 equity shares of Allotment pursuant to conversion of 4,950 USD 546,916,000 February 8, 2016 Rs.2/- each Step-up Convertible Bonds due 2019

Accordingly, the paid-up share capital of the Company as on the date of this Report is Rs 1,004.10 Crore divided into 5,020,503,414 equity shares of Rs 2/- each.

b) Global Depository Receipts (GDRs) - The outstanding GDRs as on March 31, 2016 are 2,710,731 representing 10,842,924 equity shares of Rs 2/- each. Each GDR represents four underlying equity shares in the Company.

c) Foreign Currency Convertible Bonds ("FCCBs")- During the year under review, 312,788,219 equity shares of Rs 2/-each have been allotted to the Bondholders pursuant to conversion of 80,294 USD 546,916,000 Step-up Convertible Bonds due 2019. The details of outstanding convertible securities as on March 31,2016 are as under:

Series Outstanding Exchange Convertible on Conversion Amount (USD) as Rate or before Price on March 31, 2016

USD 546,916,000 Step-up Convertible 248,826,000 60.225 July 9, 2019 15.46 Bonds due 2019 (Restructured Bonds)

USD 175,000,000 28,800,000 44.5875 April 6, 2016 54.01 5% Convertible Bonds due 2016 (5% April 2016 Bonds)

Post March 31,2016 and upto the date of this Report, the Company has not made any allotments pursuant to conversion of FCCBs. Further the outstanding USD 175,000,000 5% Convertible Bonds due 2016 worth USD 28.8 million in principal amount, along with the applicable 8.7% redemption premium were repaid in cash on April 14, 2016. Accordingly the details of outstanding convertible securities as on date of this Report are as under:

Series Outstanding Exchange Convertible on Conversion Amount (USD) as Rate or before Price on March 31, 2016

USD 546,916,000 Step-up Convertible 248,826,000 60.225 July 9, 2019 15.46 Bonds due 2019 (Restructured Bonds)

Note: As on date of this Report, the Company has received notice(s) for conversion of 1,000 FCCBs to be converted into 38,95,536 equity shares at a conversion price of Rs 15.46 per equity share.

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, 2013 for the financial year under review has been provided in an Annexure which 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 under review have been provided in the Corporate Governance Report forming part of this Annual Report.

8. DIRECTORS'' RESPONSIBILITY STATEMENT

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

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 as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the 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 internal financial controls are adequate and were operating effectively; and

f) the directors had devised proper systems to ensure compliance with the provisions of all 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 Raghuraman, Mr. Marc Desaedeleer, 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) of the Companies Act, 2013 and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the "Listing Regulations") And there has been no 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 Regulations, the Nomination and Remuneration Committee of the Board of Directors has approved the ''Board Diversity and Remuneration Policy'' which 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 the Corporate Governance Report forming part of this Annual Report.

11. AUDITORS AND AUDITORS'' OBSERVATIONS

a) Statutory Auditors - M/s. SNK&Co., Chartered Accountants (Firm Registration No.109176W) and M/s. S.R.Batliboi &Co. LLP, Chartered Accountants (Firm Registration No.301003E/E300005) were appointed as the Joint Statutory Auditors of the Company to hold office from the conclusion of the Nineteenth Annual General Meeting till the conclusion of the Twenty Second Annual General Meeting of the Company, i.e. for a period of three years (subject to ratification of their appointment at every annual general meeting). The Board of Directors recommend ratification of appointment of M/s. SNK &Co., Chartered Accountants and M/s. S.R.Batliboi &Co. LLP, Chartered Accountants, to hold office from the conclusion of this Annual General Meeting till the conclusion of the Twenty Second Annual General Meeting of the Company.

Statutory Auditors'' Observations in Audit Report and Directors'' explanation thereto -

i) In respect of Note 5 of the standalone financial statements and consolidated financial statements regarding amount payable towards recompense in lieu of bank sacrifice.

The recompense amount payable in lieu of bank sacrifice is contingent on various factors including improved performance of Borrowers and various factors, the outcome of which currently is materially uncertain. The recompense amount due to the date of this balance sheet is not ascertainable.

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 as a Secretarial Auditor to conduct the Secretarial Audit for the financial year 2015-16. A Secretarial Audit Report in Form MR-3 given by M/s. Kanj & Associates, Company Secretaries, Pune has been provided in an Annexure which forms part of the Directors Report.

Secretarial Auditors'' Observations in Secretarial Audit Report and Directors'' explanation thereto -

i) In respect of observation pertaining to requisite number of Independent Directors as required under the Listing Regulations:

As on March 31, 2106, the Board of Directors of the Company consists of eleven Directors. Of the said eleven Directors, three Directors are Promoter-Directors, of which only one is an Executive Director and rest two are Non- executive Directors. As regard the balance, eight directors are non-promoter / non-executive and unrelated directors with three being the nominee directors of various lenders in terms of the CDR arrangements and five are Independent Directors, i.e. more than 2/3rd are non-promoter/ non-executive and unrelated directors, and more of the nature of independent directors only.

In terms of Regulation 17(1)(b) of the Listing Regulations, at least half of the Company''s Board shall consist of Independent Directors, which the Company was complying with till September 30,2014. However, due to change in the definition of "independent director" by excluding the "nominee director" outside the purview of the definition of the "independent director", with effect from October 1, 2014, the composition of the Board of the Company required change in terms of the then revised Clause 49 of the Listing Agreement as well as the Listing Regulations. The Nominee Directors fulfil all other criteria of independence as specified in the Listing Regulations and they are more of the nature of independent directors only. Accordingly, in spirit the Company does comply with the requirements of the Board composition, with more than 2/3rd directors, being non-promoter / non-executive and unrelated directors. Irrespective of the above, the Company has been making its best endeavour to find appropriate persons as independent directors on its Board.

Irrespective of above, post March 31, 2016 and as on date of this Report, Mrs. Vijaya Sampath (DIN: 00641110) has been appointed as an Independent Director on the Board of the Company for a term of five years with effect from August 12, 2016. Accordingly, as on date of this Report, the Company is compliant with Regulation 17(1)(b) of the Listing Regulations.

ii) In respect of observation pertaining to delay in filing of monthly ECB-2 returns in few cases beyond prescribed statutory period: It is clarified that the delay was due to clerical oversight.

iii) In respect of observation pertaining to non-disclosure of the criteria for performance of evaluation of independent directors in the annual report for the financial year 14-15: It is clarified that the performance was evaluated on the basis of the criteria such as the composition, attendance, participation, quality and value of contributions, knowledge, skills, experience, staying abreast of governmental / regulatory policy developments, developments in industry and market conditions, etc. The performance evaluation form containing criteria of evaluation has been placed on the the Company''s website. The non-disclosure of the same was unintentional.

c) Cost Auditors-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 Audit Committee, the Company has appointed M/s. D.C.Dave & Co., Cost Accountants, Mumbai (Registration No.000611) as a Cost Auditor for conducting audit of cost accounting records of the Company for the financial year 2016-17 at a remuneration of Rs.5,00,000/- (Rupees Five Lacs Only), which shall be subject to ratification by the shareholders at the Twenty First Annual General Meeting. The due date of filing the cost audit report for the financial year 2016-17 is within a period of one hundred eighty days from the end of the financial year, i.e. March 31,2017.

d) Internal Auditor-In terms of Section 138 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, the Company has appointed Mr. Sandip Shah, Chartered Accountant (Membership no.106157) 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 the Companies Act, 2013 for the financial year under review have been provided in the Notes to the Financial Statement 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 Section 188(1) entered into during the financial year under review as required to begivenin Form AOC-2, have been provided inan Annexure whichforms partof the Directors'' Report.

14. PARTICULARS OF CONSERVATION OF ENERGY,TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND 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) of the Companies Act, 2013 and the Rules made thereunder, has been provided 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 has constituted a Risk Management Committee, the details of which have been provided in the Corporate Governance Report forming part of this Annual Report. The Board of 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 discussed in the Management Discussion and Analysis Report forming part of this Annual Report. The Board of Directors have not found any risk, which in its view may threaten the existence of the Company.

16. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company has constituted the CSR Committee in accordance with Section 135(1) of the Companies Act, 2013, the details of which have been provided in the Corporate Governance Report forming part of this Annual Report. The Board of Directors 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 of the Companies Act, 2013 and Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 has been provided in an Annexure Which forms part of the Directors'' Report.

17. ANNUAL EVALUATION OF BOARD''S PERFORMANCE

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

18. DIRECTORS/ KEY MANAGERIAL PERSONNEL APPOINTED/ RESIGNED DURING THE YEAR AND UPTOTHE DATE OF THIS REPORT

Appointment of Independent Directors - Mr. Per Hornung Pedersen has been appointed as an Additional Director in the capacity of an Independent Director on the Board of the Company for a term of five years with effect from September 28,2015 to hold office up to the ensuing Twenty First Annual General Meeting of the Company and then till September 27, 2020 subject to regularisation of such appointment by the shareholders of the Company. Post March 31, 2016, Mrs. Vijaya Sampath (DIN: 00641110) has been appointed as an Additional Director in the capacity as an Independent Director on the Board of the Company for a term of five years with effect from August 12,2016 to hold office up to the ensuing Twenty First Annual General Meeting of the Company and then till August 11,2021 subject to regularisation of such appointment by the shareholders of the Company.

The Nomination and Remuneration Committee and the Board has recommended appointment of Mr. Per Hornung Pedersen and Mrs. Vijaya Sampath as Independent Directors of the Company to hold office till September 27, 2020 and August 11, 2021 respectively, in terms of Section 149 of the Companies Act, 2013 read with the Rules made thereunder. In the opinion of the Board, Mr. Per Hornung Pedersen and Mrs. Vijaya Sampath fulfil the conditions specified in the Companies Act, 2013 and Rules made thereunder for appointment as Independent Directors and are independent of the management of the Company. The Company is in receipt of a notice in writing pursuant to Section 160 of the Companies Act, 2013 proposing the candidature of Mr. Per Hornung Pedersen and Mrs. Vijaya Sampath as the Independent Directors of the Company.

Appointment of Executive Director - In terms of the recommendation of the Nomination and Remuneration Committee and approval of the Board at their respective meetings held on August 12, 2016, it has been proposed to appoint Mr. Vinod R.Tanti (DIN: 00002266) as the Wholetime Director & Chief Operating Officer of the Company with effect from October 1, 2016, for a period of three years, i.e. upto September 30, 2019, subject to approval of such appointment by the shareholders at the ensuing Annual General Meeting of the Company.

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 being eligible offer themselves for re-appointment.

Key Managerial Personnel- Mr. Kirti J.Vagadia (ICAI Membership No.042833) has been appointed as the Chief Financial Officer, designate as Group Chief Financial Officer, with effect from August 1,2015. Post March 31,2016, Mr.J.P.Chalasani (DIN: 00308931) has been appointed as the Chief Executive Officer, designate as Group Chief Executive Officer, with effect from April 4,2016.

Profile of Directors seeking appointment / re-appointment -Profile of the directors seeking appointment / re-appointment as required to be given in terms of Regulation 36(3) of the Listing Regulations forms part of the Notice convening the ensuing Annual General Meeting of the Company.

19. SUBSIDIARIES

As on March 31, 2016, the Company has sixty subsidiaries and two joint ventures, a list of which is given in the notes to the financial statements.

a) Companies which became subsidiaries during the year under review

Sr. No. Name of the entity Country

1. Amun Solarfarms Limited India

2. Avighna Solarfarms Limited India

3. Prathamesh Solarfarms Limited India

4. Rudra Solarfarms Limited India

5. Vayudoot Solarfarms Limited India

6. Gale Solarfarms Private Limited India

7. Tornado Solarfarms Private Limited India

8. Abha Solarfarms Private Limited India

9. Aalok Solarfarms Private Limited India

10. Shreyas Solarfarms Private Limited India

11. Heramba Wind Energy Limited India

12. Sirocco Renewables Limited India

13. Sirocco Wind Energy Limited India

14. Vakratunda Wind Energy Limited India

15. Varadvinayak Wind Energy Limited India

16. Vignaharta Wind Energy Limited India

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

Sr. No. Previous name of the entity New name of the entity

1. Amun Solarfarms Private Limited Amun Solarfarms Limited

2. Avighna Solarfarms Private Limited Avighna Solarfarms Limited

3. Prathamesh Solarfarms Private Limited Prathamesh Solarfarms Limited

4. Rudra Solarfarms Private Limited Rudra Solarfarms Limited

5. Vayudoot Solarfarms Private Limited Vayudoot Solarfarms Limited

6. Senvion Energy PLC Suzlon Energy PLC

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

Sr. No. Name of the entity Country Remarks

1. RPW Investments, SGPS, S.A. Portugal Merged with SE Drive Technik GmbH

2. Suzlon Energy Australia CYMWFD Pty. Ltd. Australia Liquidated

3. Senvion SE and its subsidiaries - Pursuant to 100% stake sale of Senvion SE to Centerbridge Partners, Senvion SE and its subsidiaries ceased to be subsidiaries of the Company w.e.f. April 29, 2015

d) Consolidated financial statements

The consolidated financial statements as required in terms of Section 129(3) of the Companies Act, 2013 and the Listing Regulations have been provided along with standalone financial statements. Further a statement containing salient features of the financial statement of the subsidiaries/associate companies/joint ventures in Form AOC-1 as required to be given in terms of first proviso to Section 129(3) of the 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. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS

During the 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.

21. INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY

The details pertaining to internal financial control systems and their adequacy have been disclosed in the Management Discussion and Analysis Report forming part of this Annual Report.

22. AUDIT COMMITTEE

The Company has constituted an Audit Committee in accordance with Section 177(1) of the 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 concerns which is available on the Company''s website (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 of employees in terms of Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 has been provided in a separate Annexure which forms part of the Directors'' Report. However, in terms of Section 136 of the Companies Act, 2013, the annual report excluding the aforesaid information is being sent to all the shareholders of the Company and others entitled thereto. Any shareholder interested in obtaining a copy of the same may write to the Company Secretary at the registered office of the Company.

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

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

c) Payment of commission from subsidiaries -The Managing Director of the Company has been appointed as a Chairman in Suzlon Wind Energy Corporation, the USA, a subsidiary of the Company at a remuneration of USD 200,000 per annum. Besides this, the Managing Director did not receive any commission / remuneration from any other subsidiaries of the Company during the 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 of the Directors'' Report.

e) Employees Stock Option Plans

The Company has introduced few Employee Stock Option Plan(s) ("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) of the Companies (Share Capital and Debentures) Rules, 2014 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. All the Schemes formulated by the Company are in compliance with the applicable regulations. During the year under review, the terms of Special ESOP 2014 were modified by extending the exercise period of the options granted under Special ESOP 2014 by two years i.e. extending the end date from March 31, 2017 to March 31, 2019 in terms of the recommendation of the Nomination and Remuneration Committee and as approved by the shareholders at the Twentieth Annual General Meeting of the Company held on September 28, 2015. The details of the Schemes are available on the Company''s website (www.suzlon.com).

24. MANAGEMENT DISCUSSION ANDANALYSIS REPORT

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 of this Annual Report.

25. CORPORATE GOVERNANCE

A detailed report on corporate governance has been provided in a separate section which forms part of this Annual Report. The Company is in compliance with the requirements and disclosures that have to be made in this regard except Regulation 17(1)(b) of the Listing Regulations. Post March 31, 2016 and as on date of this Report, Mrs. Vijaya Sampath has been appointed as an Independent Director on the Board of the Company for a term of five years with effect from August 12, 2016. Accordingly, as on date of this Report, the Company is compliant with Regulation 17(1)(b) of the Listing Regulations. The auditors'' certificate on compliance with corporate governance requirements by the Company is attached to the Corporate Governance Report.

26. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND(IEPF):

During the year under review, the Company has transferred the unpaid or unclaimed final dividend for the financial year 2007-08 aggregating to Rs.0.10 Crore to the Investor Education and Protection Fund (IEPF) setup by the Government of India.

27. OTHER DISCLOSURES

a) Deposits - During the year under review, the Company did not accept any deposits falling within the purview of Section 73 of the Companies Act, 2013.

b) Equity shares with differential voting rights - During the year under review, the Company has not issued equity shares with differential voting rights as to dividend, voting or otherwise.

c) Sweat equity shares - During the year under review, the Company has not issued any sweat equity shares.

d) Revision of financial statements and directors report -The Company was not required to revise its financial statements or directors'' report during the year under review.

e) Prevention of Sexual Harassment at Workplace- In terms of Sexual 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 women. There have been no cases in this regard during the year under review.

28. 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 have enabled the Company to emerge stronger than ever, enabling it to maintain its position as one of the leading players in the wind industry, in India and around the world.

For and on behalf of the Board of Directors

Place: Mumbai Tulsi R.Tanti

Date : August 12, 2016 Chairman & Managing Director

DIN.: 00002283


Mar 31, 2015

Dear Shareholders,

The Directors present the Twentieth Annual Report of your Company together with the audited standalone and consolidated financial statements for the financial year ended March 31, 2015.

1. FINANCIAL RESULTS

The audited standalone and consolidated financial results for the year ended March 31, 2015 are as under:

Particulars Standalone

Rs in Crore USD in Million*

2014-15 2013-14 2014-15 2013-14

Revenue from operations 2,261.49 3,036.36 361.84 506.78

Other operating income 8.81 28.36 1.41 4.73

Earnings before interest, tax, (380.98) (395.91) (60.96) (66.08) depreciation and amortization (EBITDA)

Less: Depreciation and 157.81 174.00 25.25 29.04 amortization expense

Earnings before interest and (538.79) (569.91) (86.21) (95.12) tax (EBIT)

Add: Finance income 333.69 227.95 53.39 38.05

Less: Finance costs 1,219.39 1,221.19 195.10 203.82

Loss before tax before (1,424.49) (1,563.15) (227.92) (260.89) exceptional items

Less: Exceptional items 4,607.85 (638.35) 737.25 (106.54)

Loss before tax (6,032.34) (924.80) (965.17) (154.35)

Less: Current tax - (0.33) - (0.06) (Net of earlier years tax and MAT credit entitlement)

Less: Deferred tax - - - -

Loss after tax (6,032.34) (924.47) (965.17) (154.29)

Add / (Less): Share of loss / N.A N.A N.A N.A (profit) of minority

Net loss for the year (6,032.34) (924.47) (965.17) (154.29)

Add: Balance brought forward (4,028.31) (3,103.84) (644.53) (518.04)

Surplus / (deficit) carried to (10,060.65) (4,028.31) (1,609.70) (672.33) balance sheet

Particulars Consolidated Rs in Crore USD in Million*

2014-15 2013-14 2014-15 2013-14



Revenue from operations 19,836.68 20,211.58 3,173.87 3,373.38

Other operating income 117.76 191.28 18.84 31.93

Earnings before interes, tax, depreciation and depreciation and 315.74 (141.09) 50.52 (23.55) amortization (EBITDA)

Less : Depreciation and amortization expense 808.77 776.88 129.40 129.66

Earnings before interest and tax (EBIT) (493.03) (917.97) (78.88) (153.21)

Add:Finance income 53.30 71.48 8.53 11.93

Less:Finance Costs 2,064.69 2,069.96 330.35 345.48

Loss before tax before exceptional items (2,504.42) (2,916.45) (400.70) (486.76)

Less: Exceptional items 6,311.66 487.30 1,009.87 81.33

Loss before tax (8,816.08) (3,403.75) (1,410.57) (568.09)

Less:Current tax 289.81 55.15 46.37 9.20

Less:Deferred tax 27.47 89.28 4.40 14.90

Loss after tax (9,133.36) (3,548.18) (1,461.34) (592.19)

Add/(Less) :Share of Loss/(Profit) of minority (24.33) 28.21 (3.89) 4.71

Net loss for the year (9,157.69) (3,519.97) (1,465.23) (587.48)

Add:Balance brought forward (9,306.93) (5,786.96) (1,489.11) (965.86)

Surplus/(deficit) carried to balance sheet (18,464.62) (9,306.93) (2,954.34) (1,553.34)

*1 US$ = Rs 62.5000 as on March 31, 2015 (1 US$ = Rs 59.9150 as on March 31, 2014)

2. COMPANY''S PERFORMANCE

On a standalone basis, the Company achieved revenue from operations of Rs 2,261.49 Crore and EBIT of Rs (538.79) Crore as against Rs 3,036.36 Crore and Rs (569.91) Crore respectively in the previous year. Net loss for the year is Rs 6,032.34 Crore as compared to net loss of Rs 924.47 Crore in the previous year. The increase in loss during the year compared to previous year is primarily due to provisions for diminution in investments of subsidiaries.

On consolidated basis, the Group achieved revenue from operations of Rs 19,836.68 Crore and EBIT of Rs (493.03) Crore as against Rs 20,211.58 Crore and Rs (917.97) Crore respectively in the previous year. Net loss for the year is Rs 9,157.69 Crore as compared to loss of Rs 3,519.97 Crore in the previous year. The increase in loss during the year compared to previous year is primarily due to provision towards impairment in value of goodwill.

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 losses incurred by the Company, the Board of Directors express its inability to recommend any dividend on equity shares for the year under review.

4. MATERIAL DEVELOPMENTS OCCURRED AFTER THE BALANCE SHEET DATE

Sale of Senvion SE, a step down wholly owned subsidiary - During the year under review, a binding agreement was signed with Centerbridge Partners LP, USA on January 22, 2015 to sell 100% stake in Senvion SE, a step down wholly owned subsidiary of the Company. The deal was valued at Euro one Billion equity value in an all cash transaction and future earn out of up to an additional Euro 50 Million, the closing of which was subject to regulatory, financing and other customary closing conditions.

On April 29, 2015, the sale transaction got concluded. The sale of Senvion SE is aligned with the group''s strategy to reduce the debt and focus on the home market and high growth market like USA and emerging markets like China, Brazil, South Africa, Turkey and Mexico. As a part of the deal, Senvion will give Suzlon license for off-shore technologies for the Indian market and Suzlon will give Senvion the S111-2.1 MW license for the USA market.

Equity Investment by Dilip Shanghvi Family and Associates - During the year under review, the Company signed definitive agreements with Dilip Shanghvi Family and Associates (the "Investor Group") on February 13, 2015 for equity investments of Rs 1,800 Crore in Suzlon Energy Limited. Post March 31, 2015, the Company, on May 15, 2015, allotted 1,000,000,000 equity shares of Rs 2/- each of the Company at an issue price of Rs 18/- per equity share on preferential basis under Chapter VII of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009 ("ICDR Regulations") to the Investor Group in terms of the approval granted by the shareholders of the Company by way of postal ballot conducted vide postal ballot notice dated February 13, 2015, the results of which were declared on March 19, 2015 and approval of the Competition Commission of India dated May 1, 2015. Post allotment, the shareholding (based on paid-up capital as on date of this Report) of Investor Group in the Company is 20.72%, while the shareholding of existing Promoters is 21.82%.

The Investor Group has also agreed to set-up a joint venture with the Company for setting-up of independent power projects in the renewable sector. The Investor Group will also assist in providing incremental project specific working capital facility to the Company for execution of the said projects. In addition to the above, the Company will also be availing working capital facilities through credit enhancement provided by one or more of the entities owned by one or more of the Investor Group.

Decision to enter into new ventures - Post March 31, 2015, the Board of Directors of the Company at its meeting held on May 29, 2015, decided to embark further in the renewable sector by venturing into the solar space.

5. CAPITAL

a) Increase in paid-up share capital - During the year under review, the Company has allotted following Securities:

Date of No. of Securities Remarks allotment

April 25, 69,170,785 equity Preferential allotment to CDR Lenders in consideration for conversion of funded 2014 shares of Rs 2/- each interest term loan accrued for a period from January 1, 2014 till March 31, 2014 under CDR package in terms of the ICDR Regulations

April 25, 67,870,655 equity Preferential allotment to certain persons / entities in terms of ICDR Regulations 2014 shares of Rs 2/- each

April 25, 42,938,931 equity Preferential allotment to promoters in consideration for conversion of unsecured loan 2014 shares of Rs 2/- each of Rs 45 Crore in terms of ICDR Regulations

May 16, 47 compulsorily Preferential allotment to promoters in consideration for conversion of promoter 2014 convertible debentures contribution of Rs 47 Crore under CDR package in terms of ICDR Regulations of Rs 10,000,000/- each

May 16, 34,840,583 equity Allotment to promoters pursuant to conversion notice received for conversion of 47 2014 shares of Rs 2/- each compulsorily convertible debentures issued on preferential basis in terms of ICDR Regulations

May 16, 10,095,000 equity Allotment to the eligible employees of the Company and its subsidiary companies 2014 shares of Rs 2/- each under the Employee Stock Purchase Scheme 2014 formulated in terms of the Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines,1999, as amended

July 22, 71,632,902 equity Preferential allotment to CDR Lenders in consideration for conversion of funded 2014 shares of Rs 2/- each interest term loan accrued for a period from April 1, 2014 till June 30, 2014 under CDR package in terms of ICDR Regulations

September 270,385,303 equity Allotment pursuant to conversion of 69,409 USD 546,916,000 Step-up Convertible Bonds 9, 2014 shares of Rs 2/- each due 2019

October 12,115,117 equity Allotment pursuant to conversion of 3,110 USD 546,916,000 Step-up Convertible Bonds 17, 2014 shares of Rs 2/- each due 2019

October 3,437,493 equity Preferential allotment to ICICI Bank Limited in consideration for ICICI''s sacrifice under 17, 2014 shares of Rs 2/- each CDR Package in terms of ICDR Regulations

November 29,800,856 equity Allotment pursuant to conversion of 7,650 USD 546,916,000 Step-up Convertible Bonds 18, 2014 shares of Rs 2/- each due 2019

November 71,150,361 equity Preferential allotment to CDR Lenders in consideration for conversion of funded 18, 2014 shares of Rs 2/- each interest term loan accrued for a period from July 1, 2014 till September 30, 2014 under CDR package in terms of ICDR Regulations

December 43,474,189 equity Allotment pursuant to conversion of 11,160 USD 546,916,000 Step-up Convertible 15, 2014 shares of Rs 2/- each Bonds due 2019

January 52,126,176 equity Allotment pursuant to conversion of 13,381 USD 546,916,000 Step-up Convertible 13, 2015 shares of Rs 2/- each Bonds due 2019

February 135,954,229 equity Allotment pursuant to conversion of 34,900 USD 546,916,000 Step-up Convertible 5, 2015 shares of Rs 2/- each Bonds due 2019

February 135,775,037 equity Allotment pursuant to conversion of 34,854 USD 546,916,000 Step-up Convertible 20, 2015 shares of Rs 2/- each Bonds due 2019

March 25, 168,801,397 equity Allotment pursuant to conversion of 43,332 USD 546,916,000 Step-up Convertible 2015 shares of Rs 2/- each Bonds due 2019

Post March 31, 2015, the Company has allotted following securities:

Date of No. of Securities Remarks allotment

April 18, 105,249,608 equity Allotment pursuant to conversion of 27,018 USD 546,916,000 Step-up Convertible Bonds 2015 shares of Rs 2/- each due 2019

May 15, 10,704,934 equity Allotment pursuant to conversion of 2,748 USD 546,916,000 Step-up Convertible Bonds 2015 shares of Rs 2/- each due 2019

May 15, 1,000,000,000 equity Preferential allotment to the Investor Group being Dilip Shanghvi Family and Associates in 2015 shares of Rs 2/- each terms of ICDR Regulations

June 25, 2,088,007 equity shares Allotment pursuant to conversion of 536 USD 546,916,000 Step-up Convertible Bonds 2015 of Rs 2/- each due 2019

Accordingly, the paid-up share capital of the Company as on the date of this Report is Rs 965.15 Crore divided into 4,825,757,744 equity shares of Rs 2/- each.

b) Global Depository Receipts (GDRs) - The outstanding GDRs as on March 31, 2015 are 2,114,631 representing 8,458,524 equity shares of Rs 2/- each. Each GDR represents four underlying equity shares in the Company.

c) Foreign Currency Convertible Bonds ("FCCBs") - The Company had following outstanding convertible securities as on April 1, 2014:

Tranche Outstanding Amount (USD)

USD 200,000,000 Zero Coupon Convertible Bonds Due 2012 (0% October 2012 Bonds) 121,368,000

USD 20,796,000 7.5% Convertible Bonds Due October 2012 (7.5% New October 2012 Bonds) 20,796,000

USD 90,000,000 Zero Coupon Convertible Bonds Due 2014 (0% July 2014 Bonds) 90,000,000

USD 175,000,000 5% Convertible Bonds Due 2016 (5% April 2016 Bonds) 175,000,000

The 0% October 2012 Bonds, 7.5% New October 2012 Bonds, 0% July 2014 Bonds and 5% April 2016 Bonds are collectively referred to as "the Existing Bonds".

During the year under review, in terms of the approval of the Board of Directors of the Company for cashless restructuring of the Existing Bonds, the Company had issued separate notices each dated May 6, 2014 convening meetings of the holders of the 0% October 2012 Bonds, 7.5% New October 2012 Bonds, 0% July 2014 Bonds and 5% April 2016 Bonds to consider the restructuring of the Existing Bonds. In furtherance to the same, the Company had issued a consent solicitation memorandum and an information memorandum each dated June 17, 2014, providing further information in relation to the commercial terms of the proposed restructuring of the Existing Bonds, including the terms and conditions of the new foreign currency convertible bonds. The meetings of the holders of the respective series of the Existing Bonds were held on July 9, 2014 and the proposed restructuring of the Existing Bonds, including the terms and conditions of the new foreign currency convertible bonds (the "Restructured Bonds"), have been approved by the holders of the Existing Bonds in their respective meetings.

Pursuant to the approvals received from the holders of the Existing Bonds as also approval of the Corporate Debt Restructuring Empowered Group for the restructuring proposal and Reserve Bank of India, the Securities Issue Committee of the Board of Directors of the Company has, on July 15, 2014, approved the allotment of Restructured Bonds amounting to USD 546,916,000 to the holders of the Existing Bonds on satisfaction of certain conditions precedents in accordance with the terms of the consent solicitation and applicable laws and regulations. Pursuant to the consent solicitation in relation to the Existing Bonds, the Restructured Bonds will mature on July 16, 2019 and the 0% October 2012 Bonds, the 7.5% New October 2012 Bonds and 0% July 2014 Bonds have ceased to exist in full. In respect of the USD 175,000,000 5% April 2016 Bonds, USD 146,200,000 of the principal amount of the 5% April 2016 Bonds have also been substituted by the Restructured Bonds and USD 28,800,000 of the principal amount of the 5% April 2016 Bonds remain outstanding.

During the year under review, 848,432,304 equity shares of Rs 2/- each have been allotted to the Bondholders pursuant to conversion of 217,796 USD 546,916,000 Step-up Convertible Bonds due 2019. The details of outstanding convertible securities as on March 31, 2015 are as under:

Series Out standing Out standing Exchange Convertible on Conversion Amount (USD) as Amount (USD) as Rate or before Price on July 15, 2014 on March 31, 2015

USD 546,916, 000 Step-up 546,916,000 329,120,000 60.225 July 9, 2019 15.46 Converti ble Bonds due 2019 (Restruc tured Bonds)

USD 175,000, 000 28,800,000 28,800,000 44.5875 April 6, 2016 54.01 5% Conver tible Bonds due 2016 (5% April 2016 Bonds)

Post March 31, 2015 and till the date of this report, certain Bondholders forming part of the Restructured Bonds have elected to convert their respective bonds aggregating to 30,302 bonds worth USD 30,302,000 into 118,042,549 equity shares of the Company and accordingly the details of outstanding convertible securities as on date of this Report are as under:

Series Outstanding Exchange Convertible on Conversion Amount (USD) Rate or before Price as on date of this report

USD 546,916,000 Step-up Convertible 298,818,000 60.225 July 9, 2019 15.46 Bonds due 2019 (Restructured Bonds)

USD 175,000,000 5% Convertible 28,800,000 44.5875 April 6, 2016 54.01 Bonds Due 2016 (5% April 2016 Bonds)

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, 2013 for the financial year under review has been provided in an Annexure which 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 under review have been provided in the Corporate Governance Report forming part of this Annual Report.

8. DIRECTORS'' RESPONSIBILITY STATEMENT

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

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 as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the loss of the Company for that period;

c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the 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 internal financial controls are adequate and were operating effectively; and

f) the directors had devised proper systems to ensure compliance with the provisions of all 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 Raghuraman, Mr. Marc Desaedeleer, Mr. Ravi Uppal and Mr. Venkataraman Subramanian, 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) of the Companies Act, 2013 and clause 49(II)(B)(1) of the listing agreement and there has been no 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 clause 49 of the listing agreement, the nomination and remuneration committee of the Board of Directors has approved the ''Board Diversity and Remuneration Policy which is available on the Company''s website (www.suzlon.com). The details of remuneration paid to Executive and Non-Executive Directors have been provided in the Corporate Governance Report forming part of this Annual Report.

11. AUDITORS AND AUDITORS'' OBSERVATIONS

a) Statutory Auditors - M/s. SNK & Co., Chartered Accountants (Firm Registration No.109176W) and M/s. S.R.Batliboi & Co. LLP, Chartered Accountants (Firm Registration No.301003E) were appointed as the Joint Statutory Auditors of the Company to hold office from the conclusion of the Nineteenth Annual General Meeting till the conclusion of the Twenty Second Annual General Meeting of the Company, i.e. for a period of three years (subject to ratification of their appointment at every annual general meeting). The Board of Directors recommend ratification of appointment of M/s. SNK & Co., Chartered Accountants and M/s. S.R.Batliboi & Co. LLP, Chartered Accountants, to hold office from the conclusion of this Annual General Meeting till the conclusion of the Twenty First Annual General Meeting of the Company. Statutory Auditors'' Observations in Audit Report and Directors'' explanation thereto –

i) In respect of Note 5 of the standalone financial statements and consolidated financial statements regarding amount payable towards recompense in lieu of sacrifice

The recompense amount payable in lieu of sacrifice is contingent on various factors including improved performance of Borrowers and many other conditions, the outcome of which currently is materially uncertain. The recompense amount due to the date of this balance sheet is not ascertainable.

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 as a Secretarial Auditor to conduct the Secretarial Audit for the financial year 2014-15. A Secretarial Audit Report in Form MR-3 given by M/s. Kanj & Associates, Company Secretaries, Pune has been provided in an Annexure which forms part of the Directors Report.

Secretarial Auditors'' Observations in Secretarial Audit Report and Directors'' explanation thereto -

i) In respect of Point pertaining to requisite number of Independent Directors as required under the Clause 49 of the

Listing Agreement:

The Board of Directors of the Company comprises of ten Directors. Of the said ten Directors, three Directors are Promoter-Directors, of which only one is an Executive Director and rest two are Non-executive Directors. As regard the balance, seven directors are non-promoter / non-executive and unrelated directors with three being the nominee directors of various lenders in terms of the CDR arrangements and four are Independent Directors, i.e. more than 2/3rd are non-promoter / non-executive and unrelated directors, and more of the nature of independent directors only.

In terms of Clause 49(II)(A)(2) of the listing agreement, at least half of the Company''s Board shall consist of Independent Directors, which the Company was complying with till September 30, 2014. However, due to change in the definition of "independent director" by excluding the "nominee director" outside the purview of the definition of the "independent director", with effect from October 1, 2014, the composition of the Board of the Company required change in terms of the revised Clause 49 of the Listing Agreement. The Nominee Directors fulfil all other criteria of independence as specified in Clause 49(II)(B)(1) of the listing agreement and they are more of the nature of independent directors only. Accordingly, in spirit the Company does comply with the requirements of the Board composition, with more than 2/3rd directors, being non-promoter / non-executive and unrelated directors.

Irrespective of above, the Company has been making its best endeavour to find appropriate persons as independent directors on its Board since quite some time, however without much success, and would still continue its efforts to comply with the requirements of Clause 49(II)(A)(2) of the Listing Agreement.

ii) In respect of Point pertaining to compliance with Clause 49(III)(B) of the Listing Agreement in relation to Audit

Committee meeting held on October 31, 2014:

The change in definition of "independent director" by excluding the "nominee director" outside the purview of the definition of the "independent director", became effect from October 1, 2014 and thus to meet the requirements of the Listing Agreement regarding composition of the Audit Committee was immediately taken up in the first board meeting held after October 1, 2014, i.e. on October 31, 2014. Since the Board Meeting, wherein the agenda for reconstitution of the Audit Committee was considered, was held after the meeting of the Audit Committee on October 31, 2014, the meeting of Audit Committee continued to have the same earlier composition. It is hereby clarified that it is merely the fact the quorum with majority independent directors was not there, but the quorum per se was there with three members attending, of which the Chairman being the independent director, and other two being non-executive directors including one nominee director.

c) Cost Auditors – 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 Audit Committee, the Company has appointed M/s. N. I. Mehta & Co., Cost Accountants, Mumbai (Registration No.000023) as a Cost Auditor for conducting audit of cost accounting records of the Company for the financial year 2015-16 at a remuneration of Rs 0.03 Crore, which shall be subject to ratification by the shareholders at the Twentieth Annual General Meeting. The due date of filing the cost audit report for the financial year 2015-16 is within a period of one hundred eighty days from the end of the financial year, i.e. March 31, 2016. The Company was not required to get its cost accounting records audited from a Cost Auditor for the financial year 2014-15.

d) Internal Auditor – In terms of Section 138 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, the Company has appointed Mr. Sandip Shah, Chartered Accountant (Membership no.106157) as the Internal Auditor of the Company.

12. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

The particulars of loans, guarantees and investments in terms Section 186 of the Companies Act, 2013 for the financial year under review have been provided in the Notes to the Financial Statement 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 Section 188(1) entered into during the financial year under review as required to be given in Form AOC-2, have been provided in an Annexure which forms part of the Directors'' Report.

14. THE CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO, IN SUCH MANNER AS MAY BE PRESCRIBED

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) of the Companies Act, 2013 and the Rules made thereunder, has been provided in an Annexure which forms part of the Directors'' Report.

15. RISK MANAGEMENT

In terms of revised Clause 49 of the Listing Agreement, the Company has constituted a Risk Management Committee, the details of which have been provided in the Corporate Governance Report forming part of this Annual Report. The Board of 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 discussed in the Management Discussion and Analysis Report forming part of this Annual Report.

16. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company has constituted the CSR Committee in accordance with Section 135(1) of the Companies Act, 2013, the details of which have been provided in the Corporate Governance Report forming part of this Annual Report. The Board of Directors 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 of the Companies Act, 2013 and Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 has been provided in an annexure which forms part of the Directors'' Report.

17. ANNUAL EVALUATION OF BOARD''S PERFORMANCE

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

18. DIRECTORS / KEY MANAGERIAL PERSONNEL APPOINTED / RESIGNED DURING THE YEAR

Appointment of Independent Directors - The Company has, at its Nineteenth Annual General Meeting held on September 25, 2014, appointed Mr. V.Raghuraman, Mr. Marc Desaedeleer and Mr. Ravi Uppal as Independent Directors for a term of five years with effect from September 25, 2014 to September 24, 2019. Further, Mr. Venkataraman Subramanian has been appointed as an Additional Director in the capacity of an Independent Director on the Board of the Company for a term of five years with effect from September 25, 2014 to hold office up to the Twentieth Annual General Meeting of the Company and then till September 24, 2019 subject to regularisation of such appointment by the shareholders of the Company. The Nomination and Remuneration Committee and the Board has recommended appointment of Mr. V.Subramanian (DIN: 00357727) as an independent director of the Company to hold office for a term of five years with effect from September 25, 2014 till September 24, 2019, in terms of Section 149 of the Companies Act, 2013 read with the Rules made thereunder (including any statutory modification(s) or re-enactment thereof for the time being in force). In the opinion of the Board, Mr. V.Subramanian fulfils the conditions specified in the Companies Act, 2013 and Rules made thereunder for appointment as Independent Director and is independent of the management of the Company. The Company is in receipt of a notice in writing pursuant to Section 160 of the Companies Act, 2013 proposing the candidature of Mr. VSubramanian as an Independent Director of the Company.

Re-appointment of directors retiring by rotation - Mr. Rajiv Ranjan Jha (DIN: 03523954) and Mr. Vinod R.Tanti (DIN: 00002266), the non-executive directors retire by rotation at the ensuing Annual General Meeting and being eligible offer themselves for re- appointment.

Re-appointment of Managing Director - Mr. Tulsi R.Tanti, the Chairman and Managing Director of the Company has been re- appointed as the Managing Director of the Company with effect from April 1, 2014 for a period of three years, i.e. up to March 31, 2017 in terms of recommendations of the Nomination and Remuneration Committee and the Board at their respective meetings held on February 14, 2014 and approval granted by the shareholders of the Company at the extra ordinary general meeting held by way of postal ballot, the result of which have been declared on March 27, 2014 on a salary of Rs 3 Crore per annum subject to approval of Central Government. In terms of approval of Central Government dated October 28, 2014, Mr. Tulsi R. Tanti is entitled to a remuneration of Rs 1.71 Crore per annum for the period between April 1, 2014 and March 31, 2017 and the details of which have been provided in the Corporate Governance Report forming part of this Annual Report.

Appointment of new directors - During the year under review, the State Bank of India has substituted its Nominee Director on the Board of the Company by withdrawing nomination of Mrs Bharati Rao (DIN: 01892516) and instead nominating Mrs. Pratima Ram (DIN: 03518633) as the Nominee Director of State Bank of India on the Board of the Company. Accordingly, Mrs. Pratima Ram has been appointed as a Nominee Director with effect from March 27, 2015 to hold office till the conclusion of ensuing Annual General Meeting and being eligible offers herself for appointment as Director of the Company. The Nomination and Remuneration Committee has recommended the appointment of Mrs. Pratima Ram as the Director designated as the "Non Executive Director" who being a nominee of State Bank of India shall not be liable to retire by rotation. The Company is in receipt of a notice in writing pursuant to Section 160 of the Companies Act, 2013 proposing the candidature of Mrs. Pratima Ram for the office of the Director of the Company.

Cessation of directors - As stated above, Mrs. Bharati Rao ceased to be the Nominee Director of the Company with effect from March 27, 2015. The Board expresses its appreciation for the valuable services rendered and matured advice provided by Mrs. Bharati Rao during her association with the Company.

Changes in Key Managerial Personnel - Mr. Amit Agarwal, Chief Financial Officer has tendered his resignation with effect from August 1, 2015 and Mr. Kirti J. Vagadia (ICAI Membership No. 042833) has been appointed as Group Chief Financial Officer with effect from August 1, 2015.

Profile of Directors seeking appointment / re-appointment - Profile of the directors seeking appointment / re-appointment as required to be given in terms of Clause 49(VIII)(E)(1) of the Listing Agreement forms part of the Notice convening the ensuing Annual General Meeting of the Company.

19. SUBSIDIARIES

As on March 31, 2015, the Company has seventy nine subsidiaries and one Joint venture, a list of which is given in the notes to the financial statement.

a) Companies which became subsidiaries during the year under review

Sr. No. Name of the entity Country

1. Senvion Netherlands B.V. The Netherlands

2. Senvion Turkey Ruzgar Turbinleri Limited Sirketi Turkey

3. Ventinveste Indústria, SGPS, SA, Portugal

4. Senvion Energy PLC United Kingdom

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

Sr. No. Previous name of the entity New name of the entity

1. RECA Holdings Pty Ltd Senvion Holdings Pty Ltd.

2. REpower Betriebs - und Beteiligungs GmbH Senvion Betriebs- und Beteiligungs GmbH

3. REpower Investitions - und Projektierungs Senvion Investitions - und Projektierungs GmbH & Co. KG GmbH & Co. KG

4. REpower Systems India Limited Senvion India Limited

5. REpower Wind Systems Trading Inc. Senvion (Beijing) Trading Co. Ltd.

6. REpower Windpark Betriebs GmbH Senvion Windpark Betriebs GmbH

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

Sr. No. Name of the entity Country Remarks

1. Big Sky Wind LLC USA Sold during the year 2014-15

2. REpower Systems Northern Europe A/S Denmark Liquidated during the year 2014-15

3. Suzlon Energy Chile Limitada Chile Liquidated during the year 2014-15

4. Suzlon North Asia Ltd Hongkong Liquidated during the year 2014-15

Further as stated above, pursuant to 100% stake sale of Senvion SE, a step down wholly owned subsidiary of the Company to Centerbridge Partners, Senvion SE and its subsidiaries mentioned below ceased to be subsidiaries of the Company:

Sr. No. Name of the entity Country

1. PowerBlades GmbH Germany

2. PowerBlades Industries Inc. Canada

3. PowerBlades SA Portugal

4. Senvion Holdings Pty Ltd. (formerly RECA Holdings Pty Ltd) Australia

5. Senvion Betriebs- und Beteiligungs GmbH (formerly REpower Betriebs - und Beteiligungs GmbH) Germany

6. Senvion Investitions- und Projektierungs GmbH & Co. KG Germany (formerly REpower Investitions - und Projektierungs GmbH & Co. KG)

7. REpower North China Ltd. China

8. Senvion India Limited (formerly REpower Systems India Limited) India

9. Senvion (Beijing) Trading Co. Ltd. (formerly REpower Wind Systems Trading Inc.) China

10. Senvion Windpark Betriebs GmbH (formerly REpower Windpark Betriebs GmbH) Germany

11. RETC Renewable Energy Technology Centre Germany

12. RiaBlades S.A. Portugal

13. Senvion Australia Pty Ltd. Australia

14. Senvion Austria GmbH Austria

15. Senvion Benelux b.v.b.a. Belgium

16. Senvion Canada Inc. Canada

17. Senvion Deutschland GmbH Germany

18. Senvion Energy PLC United Kingdom

19. Senvion France S.A.S. France

20. Senvion Italia s.r.l Italy

21. Senvion Netherlands B.V. The Netherlands

22. Senvion Portugal S.A. Portugal

23. Senvion Romania SRL Romania

24. Senvion SE Germany

25. Senvion Polska Sp.z o.o Poland

26. Senvion Scandinavia AB Sweden

27. Senvion Turkey Ruzgar Turbinleri Limited Sirketi Turkey

28. Senvion UK Ltd. United Kingdom

29. Senvion USA Corp USA

30. Ventipower S.A Portugal

31. Ventinveste Indústria, SGPS, S.A. Portugal

32. WEL Windenergie Logistik GmbH Germany

33. Windpark Blockland GmbH & Co KG Germany

34. Yorke Peninsula Wind Farm Project Pty Ltd Australia

d) Consolidated Financial Statement

The consolidated financial statement as required in terms of Section 129(3) of the Companies Act, 2013 and Clause 32 of the Listing Agreement have been provided along with standalone financial statement. Further a statement containing salient features of the financial statement of the subsidiaries / associate companies / joint ventures in Form AOC-1 as required to be given in terms of first proviso to Section 129(3) of the 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. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS

During the 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.

21. INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY

The details pertaining to internal financial control systems and their adequacy have been disclosed in the Management Discussion^ and Analysis Report forming part of this Annual Report.

22. AUDIT COMMITTEE

The Company has constituted an Audit Committee in accordance with Section 177(1) of the 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 concerns which is available on the Company''s website (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 of employees drawing remuneration exceeding the limits specified in Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 has been provided in an Annexure which forms part of the Directors'' Report.

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

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

c) Payment of commission from subsidiaries - The Managing Director has not received any commission / remuneration from any of the subsidiaries of the Company during the 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 of the Directors'' Report.

e) Employees Stock Option Plans / Employee Stock Purchase Scheme

The Company has introduced few Employee Stock Option Plans ("ESOPs") / Employee Stock Purchase Scheme ("ESPS") for its employees and employees of its subsidiaries (ESOPs and ESPS are collectively referred to as the "Schemes"). The information pertaining to these Schemes as required under Rule 12(9) of the Companies (Share Capital and Debentures) Rules, 2014 and the Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 / the Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 have been provided in an Annexure which forms part of the Directors'' Report. All the Schemes formulated by the Company are in compliance with the applicable regulations. During the 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. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As required under Clause 49(VIII)(D), 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 of this Annual Report.

25. CORPORATE GOVERNANCE

As required under Clause 49(X) of the Listing Agreement entered into by the Company with the stock exchanges, a detailed report on corporate governance has been provided in a separate section which forms part of this Annual Report. The Company is in compliance with the requirements and disclosures that have to be made in this regard except Clause 49(II)(A)(2). The Company is in the process of reconstituting the Board in order to comply with Clause 49(II)(A)(2) pertaining to independent directors. The auditors'' certificate on compliance with corporate governance requirements by the Company is attached to the Corporate Governance Report.

26. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF):

During the year under review, the Company has transferred the unpaid or unclaimed interim dividend for the financial year 2006-07 aggregating to Rs 0.06 Crore to the Investor Education and Protection Fund (IEPF) set up by the Government of India. Further the unpaid or unclaimed final dividend for the financial year 2007-08 aggregating to Rs 0.10 Crore, if not claimed, then will be transferred to IEPF before due date.

27. OTHER DISCLOSURES

a) Deposits - During the year under review, the Company did not accept any deposits falling within the purview of Section 73 of the Companies Act, 2013.

b) Equity shares with differential voting rights - During the year under review, the Company has not issued equity shares with differential voting rights as to dividend, voting or otherwise.

c) Sweat equity shares - During the year under review, the Company has not issued any sweat equity shares.

d) Revision of financial statements and directors report - The Company was not required to revise its financial statements or directors'' report during the year under review.

28. 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 have enabled the Company to emerge stronger than ever, enabling it to maintain its position as one of the leading players in the wind industry, in India and around the world.

For and on behalf of the Board of Directors

Place : Mumbai Tulsi R.Tanti

Date : July 31, 2015 Chairman & Managing Director

DIN.: 00002283


Mar 31, 2014

Dear Shareholders,

The Directors present the Nineteenth Annual Report of your Company together with the audited financial statements for the financial year ended March 31, 2014.

1. Financial performance:

The standalone and consolidated audited financial results for the year ended March 31, 2014 are as under:

Particulars Standalone

Rs in Crore USD in Million*

2013-14 2012-13 2013-14 2012-13

Revenue from operations 3,036.36 1,748.11 506.78 321.98

Other operating income 28.36 5.56 4.73 1.02

Earnings before interest, tax, (395.91) (1,272.21) (66.08) (234.33) depreciation and amortization (EBITDA)

Less: Depreciation and 174.00 214.54 29.04 39.52 amortization expense

Earnings before interest and (569.91) (1,486.75) (95.12) (273.85) tax (EBIT)

Add: Finance income 227.95 301.90 38.05 55.61

Less: Finance costs 1,221.19 1,086.41 203.82 200.10

Loss before tax before (1,563.15) (2,271.26) (260.89) (418.34) exceptional items

Less: Exceptional items (638.35) 571.71 (106.54) 105.30

Loss before tax (924.80) (2,842.97)(154.35) (523.64)

Less: Current tax (Net of (0.33) 146.83 (0.06) 27.04 earlier years tax and MAT credit entitlement)

Less: Deferred tax – – – –

Loss after tax (924.47) (2,989.80) (154.29) (550.68)

Add / (Less): Share of loss / N.A N.A N.A N.A (profit) of minority

Net loss for the year (924.47) (2,989.80) (154.29) (550.68)

Add: Balance brought forward (3,103.84) (114.04) (518.04) (21.00)

Surplus / (deficit) carried to (4,028.31) (3,103.84) (672.33) (571.68) balance sheet

Consolidated

Particulars Rs in Crore USD in Million*

2013-14 2012-13 2013-14 2012-13

Revenue from operations 20,211.58 18,743.14 3,373.38 3,452.25

Other operating income 191.28 170.39 31.93 31.38

Earnings before interest, tax, depreciation and amortization (EBITDA) (141.09) (1,296.49) (23.55) (238.80)

Less: Depreciation and amortization expense 776.88 740.47 129.66 136.39

Earnings before interest and tax (EBIT) (917.97) (2,036.96) (153.21) (375.19)

Add: Finance income 71.48 152.16 11.93 28.03

Less: Finance costs 2,069.96 1,854.85 345.48 341.64

Loss before tax before exceptional items (2,916.45) (3,739.65) (486.76) (688.80)

Less: Exceptional items 487.30 642.98 81.33 118.43

Loss before tax (3,403.75) (4,382.63) (568.09) (807.23)

Less: Current tax (Net of earlier years tax and MAT credit entitlement) 55.15 190.71 9.20 35.13

Less: Deferred tax 89.28 158.61 14.90 29.21

Loss after tax (3,548.18) (4,731.95) (592.19) (871.57)

Add / (Less): Share of loss / (profit) of minority 28.21 7.99 4.71 1.47

Net loss for the year (3,519.97) (4,723.96) (587.48) (870.10)

Add: Balance brought forward (5,786.96) (1,063.00) (965.86) (195.79)

Surplus / (deficit) carried to balance sheet (9,306.93) (5,786.96) (1,553.34) (1,065.89)

*1 US$ = Rs. 59.9150 as on March 31, 2014 (1 US$ = Rs.54.2925 as on March 31, 2013)

2. OPERATIONS REVIEW:

On a standalone basis, the Company achieved revenue from operations of Rs. 3,036.36 Crores and EBIT of Rs.(569.91) Crores as against Rs.1,748.11 Crores and Rs.(1,486.75) Crores respectively in the previous year. Net loss after tax is Rs.(924.47) Crores as compared to net loss after tax of Rs.(2,989.80) Crores in the previous year. The reduction in loss during the year compared to previous year is primarily due to increase in sales volume and gain on sale of OMS Business Undertaking.

On consolidated basis, the Group achieved revenue from operations of Rs.20,211.58 Crores and EBIT of Rs.(917.97) Crores as against Rs.18,743.14 Crores and Rs.(2,036.96) Crores respectively in the previous year. Net loss for the year is Rs.(3,519.97) Crores as compared to loss of Rs. (4,723.96) Crores in the previous year. The reduction in loss during the year compared to previous year is primarily due to increase in sales volume, change in market mix, and reduction in fixed cost and exceptional items.

3. DIVIDEND:

In view of losses incurred during the year 2013-14, the Board of Directors do not recommend any dividend for the year under review.

4. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF):

During the year under review and up to the date of this report, in terms of provisions of Section 205A read with Section 205C of the Companies Act, 1956, as amended, the Company has transferred following amounts to the Investor Education and Protection Fund set up by the Government of India:

i) The unpaid or unclaimed final dividend for the financial year 2005-06 aggregating to Rs.1,48,831/- (Rupees One Lac Forty Eight Thousand Eight Hundred Thirty One Only); and ii) The unpaid or unclaimed interim dividend for the financial year 2006-07 aggregating to Rs.5,52,840/- (Rupees Five Lacs Fifty

Two Thousand Eight Hundred Forty Only).

5. CORPORATE DEBT RESTRUCTURING (CDR):

The key features of the CDR Proposal are given in detail under Notes to Financial Statements forming part of this Annual Report.

6. Transfer of OMS Division:

As part of the global practice, companies carry on the operation and maintenance services ("OMS") businesses as separate and distinct businesses, whereas the same was part of the Company till previous year. In order to provide the OMS Division a separate and independent growth opportunity and recognition in the Indian and international markets and as a part of the Company''s initiatives for realising business efficiencies, it was proposed to carve out the OMS business of the Company to the Company''s subsidiary in terms of the recommendation of the Board of Directors of the Company at its meeting held on February 14, 2014, which was also approved by the shareholders on March 27, 2014 and accordingly the OMS division has since been transferred to Suzlon Global Services Limited, a subsidiary of the Company.

The OMS business has an excellent performance track record and now with this transfer, the Company would be able to achieve its objective to organise its OMS vertical under the separate subsidiary with segmented service portfolio and separate management team to independently focus on growth and track financial performance while achieving scale benefits, while continuing to provide it with the leadership of the Company. This transfer is also expected to capture full potential of the services business, bring about greater transparency and increase in operational, management and knowledge efficiencies, which would lead to operational excellence.

Accordingly the paid-up share capital of the Company has increased to Rs 556,93,90,074/- (Rupees Five Hundred Fifty Six Crores Ninety Three Lacs Ninety Thousand Seventy Four Only) divided into 278,46,95,037 (Two Hundred Seventy Eight Crores Forty Six Lacs Ninety Five Thousand Thirty Seven) equity shares of Rs 2/- (Rupees Two Only) each.

Global Depository Receipts (GDRs) - The outstanding GDRs as on March 31, 2014 are 17,91,178 (Seventeen Lacs Ninety One Thousand One Hundred Seventy Eight) representing 71,64,712 (Seventy One Lacs Sixty Four Thousand Seven Hundred Twelve) equity shares of Rs.2/- (Rupees Two Only) each. Each GDR represents 4 (Four) underlying equity shares in the Company.

Foreign Currency Convertible Bonds ("FCCBs") - The Company has following outstanding convertible securities as on March 31, 2014:

Tranche Outstanding Amount (USD)

USD 200,000,000 Zero Coupon Convertible Bonds Due 2012 (0% October 2012 Bonds) 121,368,000

USD 20,796,000 7.5% Convertible Bonds Due October 2012 (7.5% New October 2012 Bonds) 20,796,000

USD 90,000,000 Zero Coupon Convertible Bonds Due 2014 (0% July 2014 Bonds) 90,000,000

USD 175,000,000 5% Convertible Bonds Due 2016 (5% April 2016 Bonds) 175,000,000

The 0% October 2012 Bonds, 7.5% New October 2012 Bonds, 0% July 2014 Bonds and 5% April 2016 Bonds are collectively referred to as "the Existing Bonds")

Post March 31, 2014, in terms of the approval of the Board of Directors of the Company for cashless restructuring of the Existing Bonds, the Company had issued separate notices each dated May 6, 2014 convening meetings of the holders of the 0% October 2012 Bonds, 7.5% New October 2012 Bonds, 0% July 2014 Bonds and 5% April 2016 Bonds to consider the restructuring of the Existing Bonds. In furtherance to the same, the Company had issued a consent solicitation memorandum and an information memorandum each dated June 17, 2014, providing further information in relation to the commercial terms of the proposed restructuring of the Existing Bonds, including the terms and conditions of the new foreign currency convertible bonds. The meetings of the holders of the respective series of Existing Bonds were held on July 9, 2014 and the proposed restructuring of the Existing Bonds, including the terms and conditions of the new foreign currency convertible bonds (the "Restructured Bonds") have been approved by the holders of the Existing Bonds in their respective meetings.

Pursuant to the approvals received from the holders of the Existing Bonds as also approval of the Corporate Debt Restructuring Empowered Group for the restructuring proposal and Reserve Bank of India, the Securities Issue Committee of the Board of Directors of the Company has, on July 15, 2014, approved the allotment of Restructured Bonds amounting to USD 546,916,000 to the holders of the Existing Bonds on satisfaction of certain conditions precedents in accordance with the terms of the consent solicitation and applicable laws and regulations. Pursuant to the consent solicitation in relation to the Existing Bonds, the Restructured Bonds will mature on July 16, 2019 and the 0% October 2012 Bonds, the 7.5% New October 2012 Bonds and 0% July 2014 Bonds have ceased to exist in full. In respect of the USD 175,000,000 5% April 2016 Bonds, USD 146,200,000 of the principal amount of the 5% April 2016 Bonds have also been substituted by the Restructured Bonds and USD 28,800,000 of the principal amount of the 5% April 2016 Bonds remain outstanding.

8. PARTICULARS OF CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

Information as required under Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 has been provided in an Annexure which forms part of the Directors'' Report.

9. SUBSIDIARIES:

As on March 31, 2014, the Company has 79 subsidiaries, a list of which is given in the notes to the financial statements.

10. CONSOLIDATED FINANCIAL STATEMENTS:

In terms of Section 212(8) of the Companies Act, 1956 read with the General Circular No.2/2011 dated February 8, 2011 issued by the Ministry of Corporate Affairs, Government of India, general exemption has been provided to companies from compliance of the provisions of Section 212(1) of the Companies Act, 1956 subject to compliance with conditions as referred to in the said General Circular No.2/2011 dated February 8, 2011. The Board of Directors of the Company, accordingly, has given its consent for not attaching the balance-sheet of the subsidiaries and accordingly, the balance-sheet, statement of profit and loss and other documents of the subsidiary companies are not being attached with the balance-sheet of the Company. However, some key information of the subsidiary companies as required to be provided in terms of the said circular, is disclosed under "Section 212 Report" forming part of this Annual Report.

The annual accounts of the subsidiary companies and the related detailed information will be made available to any member of the Company / its subsidiaries who may be interested in obtaining the same. The annual accounts of the subsidiary companies will also be kept for inspection by any member at the Company''s Registered Office and Corporate Office and that of the respective subsidiary companies.

The Annual Report of the Company contains the consolidated audited financial statements prepared pursuant to Clause 41 of the Listing Agreement entered into with the stock exchanges and prepared in accordance with the mandatory accounting standards as notified by the Companies (Accounting Standards) Rules, 2006 (as amended) and the relevant provisions of the Companies Act, 1956.

11. PARTICULARS OF EMPLOYEES:

In terms of the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended, the names and other particulars of the employees are required to be set out in the Directors'' Report. However, as per the provisions of Section 219(1)(b)(iv) of the said Act, the Annual Report excluding the aforesaid information is being sent to all the members of the Company and others entitled thereto. Any member interested in obtaining such particulars may write to the Company Secretary at the registered office of the Company.

12. DIRECTORS:

Appointment of Independent Directors – The Board has recommended appointment of Mr. V.Raghuraman (DIN: 00411489), Mr. Marc Desaedeleer (DIN: 00508623) and Mr. Ravi Uppal (DIN: 00025970) as independent directors of the Company to hold office for a term of 5 (five) years from the ensuing Nineteenth Annual General Meeting, i.e. from September 25, 2014 to September 24, 2019, in terms of Section 149 of the Companies Act, 2013 read with the Rules made thereunder (including any statutory modification(s) or re-enactment thereof for the time being in force). In the opinion of the Board, Mr. V.Raghuraman, Mr. Marc Desaedeleer and Mr. Ravi Uppal fulfil the conditions specified in the Companies Act, 2013 and Rules made thereunder for appointment as independent directors and are independent of the management of the Company. The Company is in receipt of a notice in writing pursuant to Section 160 of the Companies Act, 2013 proposing the candidature of Mr. V.Raghuraman, Mr. Marc Desaedeleer and Mr. Ravi Uppal as Independent Directors of the Company. In compliance with the provisions of Section 149 read with Schedule IV of the Companies Act, 2013, the appointment of these Directors as Independent Directors is now being placed before the members for their approval.

Re-appointment of directors retiring by rotation – Mr. Tulsi R.Tanti (DIN : 00002283), the Managing Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment.

Appointment of new directors – Post March 31, 2014, IDBI Bank Limited has substituted its Nominee Director on the Board of the Company by withdrawing nomination of Mr. Ravi Kumar (DIN: 02362615) and instead nominating Mrs. Medha Joshi (DIN: 00328174) as the Nominee Director of IDBI Bank Limited on the Board of the Company. Accordingly, Mrs. Medha Joshi has been appointed as a Nominee Director with effect from May 3, 2014 to hold office till the conclusion of ensuing Annual General Meeting and being eligible offers herself for appointment as Director of the Company. The Board has recommended appointment of Mrs. Medha Joshi as the Director designated as the "Non Executive Director" who being a nominee of IDBI Bank Limited shall not be liable to retire by rotation. The Company is in receipt of a notice in writing pursuant to Section 160 of the Companies Act, 2013 proposing the candidature of Mrs. Medha Joshi for the office of the Director of the Company.

Cessation of directors – Post March 31, 2014 and as stated above, Mr. Ravi Kumar ceased to be the Nominee Director of the Company with effect from May 3, 2014. The Board expresses its appreciation for the valuable services rendered and matured advice provided by Mr. Ravi Kumar during his association with the Company.

Profile of Directors seeking appointment / re-appointment – Profile of the directors seeking appointment / re-appointment as required to be given in terms of Clause 49(IV)(G)(i) of the Listing Agreement forms part of the Notice convening the ensuing Annual General Meeting of the Company.

13. DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to Section 217(2AA) of the Companies Act, 1956, the directors confirm to the best of their knowledge and belief that:

- in the preparation of the annual accounts, the applicable accounting standards had been followed and that there are no material departures;

- the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2014 and of the loss of the Company for the year ended on that date;

- the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

- the directors had prepared the annual accounts on a going concern basis.

14. PUBLIC DEPOSITS:

During the year under review, the Company did not accept any deposits within the meaning of the provisions of Section 58A of the Companies Act, 1956.

15. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

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 of this Annual Report.

16. CORPORATE GOVERNANCE:

As required under Clause 49(VI) of the Listing Agreement entered into by the Company with the stock exchanges, a detailed report on corporate governance has been provided in a separate section which forms part of this 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 by the Company is attached to the Corporate Governance Report.

17. EMPLOYEES STOCK OPTION PLANS (ESOPs):

As required under the Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999, the information pertaining to various Employee Stock Option Plans (ESOPs) and Employee Stock Purchase Scheme of the Company has been provided in an Annexure which forms part of the Directors'' Report.

18. AUDITORS AND AUDITORS'' OBSERVATIONS:

Statutory Auditors - M/s. SNK & Co., Chartered Accountants, Pune (ICAI Firm Registration No.109176W) and M/s. S.R. Batliboi & Co. LLP, Chartered Accountants, Pune (ICAI Firm Registration No.301003E), the joint statutory auditors of the Company hold office until the conclusion of the ensuing Annual General Meeting of the Company. The said Auditors have been holding office as Joint Statutory Auditors of the Company for a period of 10 (Ten) or more consecutive financial years. In terms of Section 139 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, a listed company cannot appoint or re-appoint an audit firm as an Auditor for more than two terms of five consecutive years. The period for which the firm has held office as Auditor prior to the commencement of the Companies Act, 2013 shall be taken into account for calculating the period of 10 (Ten) consecutive years, as the case may be. Further Section 139 of the Companies Act, 2013 has also provided a period of 3 (Three) years from date of commencement of the Act to comply with this requirement and accordingly they can be appointed as Auditors for a further period of 3 (three) years only in terms of Section 139 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014. Accordingly it is proposed to appoint M/s. SNK & Co., Chartered Accountants, Pune (ICAI Firm Registration No.109176W) and M/s. S.R. Batliboi & Co. LLP, Chartered Accountants, Pune (ICAI Firm Registration No.301003E) as joint statutory auditors of the Company to hold office from the conclusion of the Nineteenth Annual General Meeting till the conclusion of the Twenty Second Annual General Meeting of the Company, i.e. for a period of 3 (Three) years, subject to ratification of their appointment at every annual general meeting. Both the statutory auditors have confirmed their eligibility and willingness to accept office, if re-appointed.

Auditors'' observations and Management''s response to Auditors'' observations – The Directors refer to the auditors'' observation in the Auditors'' Report and as required under Section 217(3) of the Companies Act, 1956, provide their explanation as under:

i) In respect of Note 5 of the standalone financial statements and Note 4 of the consolidated financial statements regarding

use of going concern assumption for the preparation of financial statements due to existence of certain liabilities on account of FCCBs which are due for redemption during October 2012 and overdue amounts payable to creditors and certain lenders:

The Company defaulted in repayment of its unsecured FCCBs which were due in October 2012 ("0% October 2012 Bonds") aggregating approximately USD 209 Million (Rs.1,250.44 Crores) and also defaulted in payment of certain coupons pertaining to another of its unsecured FCCBs, due in April 2016 ("5% April 2016 Bonds"). The Company also has overdue amounts payable to creditors and certain lenders as at March 31, 2014.

Pursuant to the approval of its Board of Directors, Corporate Debt Restructuring Empowered Group and Reserve Bank of India and pursuant to the approval of the holders of each of its outstanding FCCB series, the Company successfully restructured each of its existing FCCB series, wherein, 100% of 0% October 2012 Bonds, the 7.5% New October 2012 Bonds and 0% July 2014 Bonds got fully substituted by the new FCCBs on July 15, 2014 and thus ceased to exist. In respect of 5% April 2016 Bonds, out of USD 175 million approximately USD 28.8 million in principal value remain outstanding; the remaining holders of the 5% April 2016 series opted to substitute their existing bonds with the new foreign currency convertible bonds. The entire outstanding coupon obligation on the 5% April 2016 series got substituted by new bonds. The Company is also taking various other steps to reduce costs, improve efficiencies to make its operations profitable and to arrange sufficient funds for its operations and accordingly the financial statements have been prepared on the basis that the Company is a going concern.

ii) In respect of Note 4 of the standalone financial statements and Note 5 of the consolidated financial statements regarding amount payable towards recompense in lieu of sacrifce:

The recompense amount payable in lieu of sacrifice is contingent on various factors including improved performance of the borrowers and many other conditions, the outcome of which currently is materially uncertain. Accordingly, the Company has shown the proportionate amount payable towards recompense as contingent liability.

iii) In respect of Note 6 of the consolidated financial statements regarding non-provision of Infrastructure Development Charges ("IDC") aggregating to Rs.64.80 Crores:

The Indian Wind Energy Association ("InWEA") of which the Group is a member has filed a civil appeal in the Supreme Court against an order of the Appellate Tribunal for Electricity in regard to levy of Infrastructure Development Charges ("IDC") by Tamil Nadu State Electricity Board, and the matter is pending the hearing of the Supreme Court. The Group has obtained a legal opinion which states that InWEA / Group has a strong case and accordingly the Group has shown it as contingent liability.

iv) In respect of Note 7 of the consolidated financial statements regarding achievement of positive Net Foreign Exchange ("NFE") by one of its subsidiaries:

One of the subsidiaries of the Company is required to comply with the provisions of Rule 53 of Special Economic Zones Rules, 2006 ("SEZ Rules") which requires the Company to achieve positive NFE during the year ending March 31, 2014. The subsidiary on its application, received an extension of six months from Development Commissioners ("DC") for achieving positive NFE. Since the ultimate outcome of the matter cannot be presently ascertained the same has been considered as a contingent liability.

v) In respect of auditors'' observation in standalone financial statements regarding certain default in payment of interest and repayment of dues to financial institutions, banks and bondholders and delay in depositing statutory dues:

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

vi) In respect of auditor''s observation in standalone financial statements regarding cash losses incurred by the Company during the previous year and accumulated losses at the end of financial year are more than fifty percent of its net worth and funds raised on short term basis used for long-term purposes.:

It is clarified that the losses were primarily attributable to liquidity shortage, lower volumes due to prevailing uncertain economic environment, lower absorption of fixed overheads and higher finance charges. Further funds raised on short term basis are used for long-term purposes mainly to fund losses incurred during the year.

Cost Auditors – In terms of Notification F.No.52/26/CAB-2010 dated January 24, 2012 issued by the Ministry of Corporate Affairs, Government of India, the Company has appointed Mr. Dushyant C.Dave, Cost Accountant, Mumbai (Membership No.M-7759) as a Cost Auditor for conducting audit of Cost Accounting Records of the Company for the financial year 2013- 14. The due date of filing the cost audit report for financial year 2013-14 is within a period of 180 (One Hundred Eighty) days from the end of financial year, i.e. March 31, 2014. Mr. Dushyant C.Dave had conducted audit of Cost Accounting Records of the Company for the financial year 2012-13 and the cost audit report was filed by the Cost Auditor on March 15, 2014.

19. 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 and financial institutions 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 have enabled the Company to emerge stronger than ever, enabling it to maintain its position as one of the leading players in the wind industry, in India and around the world.

For and on behalf of the Board of Directors

Place : Mumbai Tulsi R.Tanti

Date : July 25, 2014 Chairman & Managing Director

DIN.: 00002283


Mar 31, 2013

Dear Shareholders,

The Directors present the Eighteenth Annual Report of your Company together with the audited financial statements for the financial year ended March 31, 2013.

1. Financial performance:

The standalone and consolidated audited financial results for the year ended March 31, 2013 are as under:

Particulars Standalone Rs in Crore USD in Million* 2012-13 2011-12 2012-13 2011-12

Revenue from operations 1,748.11 6,853.52 321.98 1,347.13

Other operating income 5.56 17.69 1.02 3.48

Earnings before interest, tax, (1,272.21) 569.79 (234.33) 112.00 depreciation and amortization

(EBITDA)

Less: Depreciation and 214.54 182.68 39.52 35.91 amortization expense

Earnings before interest and (1,486.75) 387.11 (273.85) 76.09 tax (EBIT)

Add: Finance income 301.90 347.06 55.61 68.22

Less: Finance costs 1,086.41 884.02 200.10 173.76

Loss before tax before (2,271.26) (149.85) (418.34) (29.45) exceptional items

Less: Exceptional items 571.71 348.92 105.30 68.58

Loss before tax (2,842.97) (498.77) (523.64) (98.03)

Less: Current tax (Net of 146.83 6.61 27.04 1.30 earlier years tax and MAT credit entitlement)

Less: Deferred tax

Loss after tax (2,989.80) (505.38) (550.68) (99.33)

Add : Share in associate''s N.A. N.A. N.A. N.A. profit/(loss) after tax

Less: Share of loss / (profit) N.A N.A. N.A. N.A. of minority

Net loss for the year (2,989.80) (505.38) (550.68) (99.33)

Add: Balance brought forward (114.04) 200.34 21.00 39.38

Add: Additions due to merger 191.00 37.54

Surplus / (deficit) carried to (3,103.84) (114.04) (571.68) (22.41) balance sheet

Particulars Consolidated Rs in Crore USD in Million* 2012-13 2011-12 2012-13 2011-12

Revenue from operations 18,743.14 21,082.37 3,452.25 4,143.95

Other operating income 170.39 276.84 31.38 54.42

Earnings before interest, tax, (1,296.49) 1,821.20 (238.80) 357.98

Less: Depreciation and 740.47 661.23 136.39 129.97

Earnings before interest and (2,036.96) 1,159.97 (375.19) 228.01

Add: Finance income 152.16 125.74 28.03 24.72

Less: Finance costs 1,854.85 1,654.74 341.64 325.26

Loss before tax before (3,739.65) (369.03) (688.80) (72.53)

Less: Exceptional items 642.98 (227.24) 118.43 (44.67)

Loss before tax (4,382.63) (141.79) (807.23) (27.86)

Less: Current tax (Net of 190.71 95.43 35.13 18.76

Loss after tax 158.61 235.37 29.21 46.26

Add : Share in associate''s (4.731.95) (472.59) (871.57) (92.88)

Less: Share of loss / (profit) (33.29) (6.54)

Net loss for the year 7.99 27.30 1.47 5.37

Add: Balance brought forward (4.723.96) (478.58) (870.10) (94.05)

Add: Additions due to merger (1,063.00) (553.16) (195.79) (108.73)

Surplus / (deficit) carried to (31.26) (6.14)

*1 US$ = Rs 54.2925 as on March 31, 2013 (1 US$ = Rs 50.875 as on March 31, 2012)

2. Operations review:

On a standalone basis, the Company achieved revenue from operations of Rs 1,748.11 Crores and EBIT of Rs (1,486.75) Crores as against Rs 6,853.52 Crores and Rs 387.11 Crores respectively in the previous year. Net loss after tax is Rs 2,989.80 Crores as compared to net loss after tax of Rs 505.38 Crores in the previous year. The increase in loss during the year compared to previous year is primarily due to decrease in sales volume.

On consolidated basis, the Group achieved revenue from operations of Rs 18,743.14 Crores and EBIT of Rs (2,036.96) Crores as against Rs 21,082.37 Crores and Rs 1,159.97 Crores respectively in the previous year. Net loss for the year is Rs 4,723.96 Crores as compared to loss of Rs 478.58 Crores in the previous year. During the year, there is increase in loss compared to previous year primarily due to decrease in sales volume, increase in cost due to change in market mix and adverse business conditions, foreign exchange loss and exceptional items.

3. DIVIDEND:

In view of losses incurred during the year 2012-13, the Board of Directors does not recommend any dividend for the year under review.

4. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF):

During the year under review, in terms of provisions of Section 205A read with Section 205C of the Companies Act, 1956, as amended, the Company has transferred following amounts to the Investor Education and Protection Fund set up by the Government of India:

(i) The share application moneys received at the time of Initial Public Offering (IPO) of the Company in the year 2005 and remaining unclaimed or unpaid aggregating to Rs 2,499,544/- (Rupees Twenty Four Lacs Ninety Nine Thousand Five Hundred Forty Four Only); and

(ii) The unpaid or unclaimed interim dividend for the financial year 2005-06 aggregating to Rs 126,578/- (Rupees One Lac Twenty Six Thousand Five Hundred Seventy Eight Only).

5. UPDATES ON CORPORATE DEBT RESTRUCTURING (CDR):

During the year under review, the Company along with its subsidiaries namely Suzlon Structures Limited, Suzlon Power Infrastructure Limited, Suzlon Generators Limited, Suzlon Gujarat Wind Park Limited, SE Electricals Limited, Suzlon Wind International Limited and SE Blades Limited (collectively referred to as the "Borrowers") had taken a decision to undertake a debt restructuring exercise under the CDR mechanism that is governed by the Corporate Debt Restructuring Scheme issued by Reserve Bank of India dated August 27, 2008 and the Corporate Debt Restructuring Guidelines formulated thereunder in consultation with its senior secured lenders. The Corporate Debt Restructuring Proposal ("CDR Proposal") as recommended by State Bank of India, the lead lender and approved by lenders who are members of CDR Cell (hereinafter referred to as the "CDR Lenders") was approved by CDR Empowered Group ("CDR EG") on December 31, 2012 and communicated to the Company vide Letter of Approval dated January 23, 2013, as amended / modified from time to time. The Master Restructuring Agreement ("MRA") between the Borrowers and the CDR Lenders has been executed, by virtue of which the restructured facilities are governed by the provisions specified in the MRA having cut off date of October 1, 2012.

The CDR Proposal includes a two year moratorium on principal and term-debt interest payments; an approximately three per cent reduction in interest rates; six month moratorium on working capital interest; conversion of approximately Rs 1,500 Crores (two year''s interest payment during moratorium) into equity / equity linked instrument over the next two years to bring stronger financial stability and a ten year door-to-door back-ended repayment plan.

The CDR Proposal also includes an enhancement of working capital facilities, by approximately Rs 1,800 Crores, allowing the Company to accelerate the execution of its strong order book.

In terms of CDR Scheme, the Promoters (on their own or together with their relatives, friends and associates) are required to bring in equity to the extent of Rs 250 Crores into the Company in stipulated time frame, of which Rs 125 Crores has already been infused.

The key features of the CDR Proposal are given in detail under Notes to Financial Statements forming part of this Annual Report.

6. PREFERENTIAL ISSUE:

The Company had sought approval of shareholders by way of postal ballot vide notice dated March 8, 2013, the results of which have been declared on April 12, 2013, inter alia for following preferential allotments: issue of equity shares and / or compulsorily convertible debentures on preferential basis on conversion of the funded interest term loan to the CDR Lenders; issue of equity shares and / or compulsorily convertible debentures on preferential basis on conversion of the funded interest term loan to the non-CDR Lenders as on the date of the postal ballot notice; issue of equity shares on preferential basis for the sacrifice by IDBI Bank Limited, issue of equity shares and / or compulsorily convertible debentures, on preferential basis, to the Promoters;

issue of equity shares and / or compulsorily convertible debentures, on preferential basis, to Samimeru Windfarms Private Limited; and

issue of equity shares on preferential basis to Kalthia Investment Private Limited, Mr. Kalpesh R.Kalthia, Mrs. Anu Kalthia and | Mrs. Ritu Kalthia. ^ Post March 31, 2013, the Company has allotted 314,246,974 (Thirty One Crores Forty Two Lacs Forty Six Thousand Nine Hundred Seventy Four) Equity Shares of Rs 2/- (Rupees Two Only) each at an issue price of Rs 18.51/- (Rupees Eighteen and Fifty One Paise Only) per share on April 23, 2013 to the allottees on preferential basis under Chapter VII – "Preferential Issue" of Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009 in accordance with the CDR Proposal as under:

- Allotment of 302,361,507 (Thirty Crores Twenty Three Lacs Sixty One Thousand Five Hundred Seven) Equity Shares of Rs 2/- (Rupees Two Only) each at an issue price of Rs 18.51/- (Rupees Eighteen and Fifty One Paise Only) on preferential basis to CDR Lenders as per CDR Proposal in consideration of Funded Interest Term Loans and first three years'' of IDBI''s Sacrifice;

- Allotment of 11,885,467 (One Crore Eighteen Lacs Eighty Five Thousand Four Hundred Sixty Seven) Equity Shares on preferential basis to Samimeru Windfarms Private Limited ("Samimeru") as per CDR Proposal in consideration of an amount of Rs 220,000,000/- (Rupees Twenty Two Crores Only) contributed by Samimeru as a part of the promoter contribution under the CDR Proposal and the MRA.

The Company has not been in a position to make preferential allotments for the balance resolutions due to reasons mentioned below:

- Issue of equity shares and / or compulsorily convertible debentures on preferential basis on conversion of the funded interest term loan to the non-CDR Lenders - The allotment could not be made since the Company is yet working on mutually acceptable restructuring package with non-CDR Lenders. Once the debt of non-CDR Lenders is restructured either in lines with the CDR Lenders or otherwise, issue and allotment would be made based on the terms of such restructured package.

- Issue of equity shares and / or compulsorily convertible debentures, on preferential basis, to the Promoters - The allotment would be made in terms of Chapter VII of Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009 ("ICDR Regulations"), once Promoters are eligible under ICDR Regulations.

- Issue of equity shares on preferential basis to Kalthia Investment Private Limited, Mr. Kalpesh R.Kalthia, Mrs. Anu Kalthia and Mrs. Ritu Kalthia - Allotment could not be made since the Company could not obtain necessary approval from the Lead Bank for allotting shares.

7. CAPITAL:

Increase in Authorised Share Capital - Post March 31, 2013, the Authorised Share Capital of the Company has been increased from Rs 7,000,000,000/- (Rupees Seven Hundred Crores Only) divided into 3,500,000,000 (Three Hundred Fifty Crores) equity shares of Rs 2/- (Rupees Two Only) each to Rs 11,000,000,000/- (Rupees One Thousand One Hundred Crores Only) divided into 5,500,000,000 (Five Hundred Fifty Crores) equity shares of Rs 2/- (Rupees Two Only) each by creation of 2,000,000,000 (Two Hundred Crores) Equity shares of Rs 2/- (Rupees Two Only) each in the Authorised Share Capital of the Company.

Increase in Paid-up Share Capital - Post March 31, 2013, the Company has allotted 314,246,974 (Thirty One Crores Forty Two Lacs Forty Six Thousand Nine Hundred Seventy Four) Equity Shares of Rs 2/- (Rupees Two Only) each at an issue price of Rs 18.51/- (Rupees Eighteen and Fifty One Paise Only) per share on April 23, 2013 to the allottees on preferential basis as detailed above and accordingly the paid-up share capital stands increased to Rs.4,183,225,242/- (Rupees Four Hundred Eighteen Crores Thirty Two Lacs Twenty Five Thousand Two Hundred Forty Two Only) divided into 2,091,612,621 (Two Hundred Nine Crores Sixteen Lacs Twelve Thousand Six Hundred Twenty One) equity shares of Rs 2/- (Rupees Two Only) each.

Global Depository Receipts (GDRs) - The outstanding GDRs as on March 31, 2013 are 1,023,173 (Ten Lacs Twenty Three Thousand One Hundred Seventy Three) representing 4,092,692 (Forty Lacs Ninety Two Thousand Six Hundred Ninety Two) equity shares of Rs 2/- (Rupees Two Only) each. Each GDR represents 4 (Four) underlying equity shares in the Company.

Foreign Currency Convertible Bonds ("FCCBs") - During the year under review, the Company had issued separate notices, each dated May 18, 2012, to convene meetings of the holders of the US$ 300,000,000 Zero Coupon Convertible Bonds due 2012 and the US$ 35,592,000 7.5% Convertible Bonds due 2012 for extension of the maturity date (i.e. June 12, 2012) of the Bonds by 45 days i.e. until July 27, 2012. The meetings of the holders of the respective series were held on June 11, 2012 and the maturity got successfully extended till July 27, 2012. On July 27, 2012 the Company successfully redeemed amount outstanding under both the series, along with redemption premiums, in full.

Subsequently, the Company had issued (i) separate notices dated September 18, 2012 convening separate meetings of the holders of the US$ 200,000,000 Zero Coupon Convertible Bonds due 2012 and the US$ 20,796,000 7.5% Convertible Bonds due 2012 on October 10, 2012 for the extension of maturity dates of each of the series of Bonds from October 11, 2012 to February 11, 2013; and (ii) a subsequent notice dated October 2, 2012 to the holders of the Bonds, providing further information in relation to the incentive fee payable to the consenting bondholders.

The meetings of the holders of the respective series of Bonds were held on October 10, 2012. The meeting of the holders of the Zero Coupon Bonds did not achieve the requisite quorum to consider the extraordinary resolution. Further, the holders of the Interest Bearing Bonds did not vote in favour of the extraordinary resolution. Accordingly, the extraordinary resolutions in respect of both series of Bonds were not passed. In light of the above, the maturity dates of both series of Bonds remained October 11, 2012. The Company was not able to redeem the Zero Coupon Bonds on October 11, 2012 and the Interest Bearing Bonds on October 18, 2012 (such date being the end of the grace period for payment, as provided in the terms and conditions of the Interest Bearing Bonds). The Company continues to actively engage with its bondholders and is endeavouring to find a consensual solution acceptable to all its stakeholders.

8. PARTICULARS OF CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

Information as required under Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 has been provided in an Annexure which forms part of the Directors'' Report.

9. SUBSIDIARIES:

As on March 31, 2013, the Company has 78 subsidiaries, a list of which is given in the notes to the financial statements. Companies which became subsidiaries during the year under review -

Sr. No. Name of the entity Country

1. Avind Desenvolvimento De Projetos De Energia Ltda Brazil

2. PowerBlades Industries Inc. Canada

3. REpower Systems DTE Romania SRL Romania

Companies which ceased to be subsidiaries during the year under review -

Sr. No. Name of the entity Remarks

1. Cannon Ball Wind Energy Park-1, LLC Liquidated

2. Eólica Faísa S.A. Sold

3. Eólica Faísa I - Geração E Comercialização De Energia S.A. Sold

4. Eólica Faísa II - Geração E Comercialização De Energia S.A. Sold

5. Eólica Faísa III - Geração E Comercialização De Energia S.A. Sold

6. Eólica Faísa IV - Geração E Comercialização De Energia S.A. Sold

7. Eólica Faísa V - Geração E Comercialização De Energia S.A. Sold

8. REpower Diekat S.A. Liquidated

9. REpower Geothermie GmbH Liquidated

10. Suzlon Engitech Limited Sold

11. Suzlon Wind Energy A/S Merged with Suzlon Energy A/S

Change of name of subsidiaries during the year under review -

Sr. No. Previous name New name

1. Renewable Energy Contractors Australia Pty. Ltd. REpower Australia Pty. Ltd.

2. REpower Australia Pty. Ltd. RECA Holdings Pty. Ltd.

3. REpower Systems India Private Limited REpower Systems India Limited

10. CONSOLIDATED FINANCIAL STATEMENTS:

In terms of Section 212(8) of the Companies Act, 1956 read with the General Circular No.2/2011 dated February 8, 2011 issued by the Ministry of Corporate Affairs, Government of India, general exemption has been provided to companies from compliance of the provisions of Section 212(1) of the Companies Act, 1956 subject to compliance with conditions as referred to in the said General Circular No.2/2011 dated February 8, 2011. The Board of Directors of the Company, accordingly, has given its consent for not attaching the balance-sheet of the subsidiaries and accordingly, the balance-sheet, statement of profit and loss and other documents of the subsidiary companies are not being attached with the balance- sheet of the Company. However, some key information of the subsidiary companies as required to be provided in terms of the said circular, is disclosed under "Section 212 Report" forming part of this Annual Report.

The annual accounts of the subsidiary companies and the related detailed information will be made available to any member of the Company / its subsidiaries who may be interested in obtaining the same. The annual accounts of the subsidiary companies will also be kept for inspection by any member at the Company''s Registered Office and Corporate Office and that of the respective subsidiary companies.

The Annual Report of the Company contains the consolidated audited financial statements prepared pursuant to Clause 41 of the Listing Agreement entered into with the stock exchanges and prepared in accordance with the mandatory accounting standards as notified by the Companies (Accounting Standards) Rules, 2006 (as amended) and the relevant provisions of the Companies Act, 1956.

11. PARTICULARS OF EMPLOYEES:

In terms of the provisions of section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended, the names and other particulars of the employees are required to be set out in the Directors'' Report. However, as per the provisions of section 219(1)(b)(iv) of the said Act, the Annual Report excluding the aforesaid information is being sent to all the members of the Company and others entitled thereto. Any member interested in obtaining such particulars /

may write to the Company Secretary at the registered office of the Company.

12. DIRECTORS:

Re-appointment of directors retiring by rotation – Mr. Vinod R.Tanti and Mr. Girish R.Tanti, the Directors of the Company retire by rotation at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment.

Appointment of new directors – During the year under review, Mrs. Bharati Rao, the nominee of State Bank of India has been appointed as an Additional Director of the Company with effect from August 13, 2012 and Mr. Ravi Uppal has been appointed as an Additional Director of the Company with effect from September 28, 2012. Post March 31, 2013, IDBI Bank Limited has substituted its Nominee Director on the Board of the Company by withdrawing nomination of Mrs. Mythili Balasubramanian and instead nominating Mr. Ravi Kumar as the Nominee Director of IDBI Bank Limited on the Board of the Company. Accordingly, Mr. Ravi Kumar has been appointed as an Additional Director of the Company, with effect from July 20, 2013. In terms of Section 260 of the Companies Act, 1956, Mrs. Bharati Rao, Mr. Ravi Uppal and Mr. Ravi Kumar hold office up to the ensuing Annual General Meeting of the Company and being eligible offer themselves for appointment as the Directors of the Company. Mrs. Bharati Rao being a nominee of State Bank of India and Mr. Ravi Kumar being a nominee of IDBI Bank Limited are not liable to retire by rotation.

Cessation of directors – Post March 31, 2013 as stated above, Mrs. Mythili Balasubramanian ceased to be the Nominee Director of the Company with effect from July 20, 2013. The Board expresses its appreciation for the valuable services rendered and matured advice provided by Mrs. Mythili Balasubramanian during her association with the Company.

Profile of Directors seeking appointment / re-appointment – Profile of the directors seeking appointment / re-appointment as required to be given in terms of Clause 49(IV)(G)(i) of the Listing Agreement forms part of the Notice convening the ensuing Annual General Meeting of the Company.

13. DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to Section 217(2AA) of the Companies Act, 1956, the directors confirm to the best of their knowledge and belief that:

- in the preparation of the annual accounts, the applicable accounting standards had been followed and that there are no material departures;

- the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2013 and of the loss of the Company for the year ended on that date;

- the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

- the directors had prepared the annual accounts on a going concern basis.

14. PUBLIC DEPOSITS:

During the year under review, the Company did not accept any deposits within the meaning of the provisions of Section 58A of the Companies Act, 1956.

15. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

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 of this Annual Report.

16. CORPORATE GOVERNANCE:

As required under Clause 49 (VI) of the Listing Agreement entered into by the Company with the stock exchanges, a detailed report on corporate governance has been provided in a separate section which forms part of this 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 by the Company is attached to the Corporate Governance Report.

17. EMPLOYEES STOCK OPTION PLANS (ESOPs):

As required under the Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999, the information pertaining to various Employee Stock Option Plans (ESOPs) of the Company has been provided in an Annexure which forms part of the Directors'' Report.

18. AUDITORS AND AUDITORS'' OBSERVATIONS:

Statutory Auditors - M/s. SNK & Co., Chartered Accountants, Pune (Firm Registration No.109176W) and M/s. S.R. Batliboi & Co. LLP, Chartered Accountants, Pune (Firm Registration No.301003E) (formerly known as S.R. Batliboi & Co.), the joint statutory auditors of the Company hold office until the conclusion of the ensuing Annual General Meeting of the Company. Both the statutory auditors have confirmed their eligibility and willingness to accept office, if re-appointed.

Auditors'' observations and Management''s response to Auditors'' observations – The Directors refer to the auditors'' observation in the Auditors'' Report and as required under Section 217(3) of the Companies Act, 1956, provide their explanation as under:

i) In respect of Note 5 of the standalone financial statements and Note 4 of the consolidated financial statements regarding use of going concern assumption for the preparation of financial statements due to existence of certain liabilities on account of FCCBs which are due for redemption during October 2012 and overdue amounts payable to creditors and certain lenders:

The Company defaulted in repayment of its unsecured FCCBs which were due in October 2012 ("October 2012 FCCBs") aggregating approximately USD 209 Million (Rs 1,133.10 Crores). The Company also has overdue amounts payable to creditors and certain lenders as at March 31, 2013. The Company is in negotiations with the FCCB holders, creditors and certain lenders and is working on various solutions with them to ensure settlement of their dues. The Company is also taking various steps to reduce costs and improve efficiencies to make its operations profitable and accordingly the financial statements have been prepared on the basis that the Company is a going concern.

ii) In respect of Note 4 and 36 of the standalone financial statements and Note 5 of the consolidated financial statements regarding amount payable towards recompense:

The recompense payable is contingent on various factors including improved performance of the borrowers and many other conditions, the outcome of which currently is materially uncertain. Accordingly, the Company has shown the proportionate amount payable towards recompense as contingent liability.

iii) In respect of Note 6 of the consolidated financial statements regarding non-provision of Infrastructure Development Charges ("IDC") aggregating to Rs 64.80 Crores:

The Indian Wind Energy Association ("InWEA") of which the Group is a member has filed a civil appeal in the Supreme Court against an order of the Appellate Tribunal for Electricity in regard to levy of Infrastructure Development Charges ("IDC") by Tamil Nadu State Electricity Board, and the matter is pending the hearing of the Supreme Court. The Group has obtained a legal opinion which states that InWEA / Group has a strong case and accordingly the Group has shown it as contingent liability.

iv) In respect of Note 7 of the consolidated financial statements regarding achievement of positive Net Foreign Exchange

("NFE") by one of its subsidiaries:

One of the subsidiaries of the Company is required to comply with the provisions of Rule 53 of Special Economic Zones Rules, 2006 ("SEZ Rules") which requires the Company to achieve positive NFE during the year ending March 31, 2014. The subsidiary has filed applications for extension of due date and awaiting decision on the same and accordingly considered it as contingent liability.

v) In respect of auditors'' observation in standalone financial statements regarding certain default in payment of interest and repayment of dues to financial institutions, banks and bondholders and delay in depositing statutory dues:

It is clarified that the delay arose on account of liquidity shortage due to delay in timely realisation of certain receivables from the customers and prevailing uncertain economic environment that adversely impacted the sales volumes which almost stalled business operations.

vi) In respect of auditor''s observation in standalone financial statements regarding cash losses incurred by the Company during the previous year and accumulated losses at the end of financial year are more than fifty percent of its net worth:

It is clarified that the losses were primarily attributable to lower volumes due to prevailing uncertain economic environment and liquidity shortage, lower absorption of fixed overheads, higher finance charges and provision for diminution in investments in subsidiaries.

Cost Auditors - In terms of Notification F.No.52/26/CAB-2010 dated January 24, 2012 issued by the Ministry of Corporate Affairs, Government of India, the Company has appointed Mr. Dushyant C.Dave, Cost Accountant, Mumbai (Membership No.M-7759) as a Cost Auditor for conducting audit of Cost Accounting Records of the Company for the financial year 2012- 13. The due date of filing the report by Cost Auditor is September 30, 2013.

19. 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 and financial institutions 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 have enabled the Company to emerge stronger than ever, enabling it to maintain its position as one of the leading players 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 :July 20, 2013 Chairman & Managing Director


Mar 31, 2012

The Directors present the Seventeenth Annual Report of your Company together with the audited financial statements for the financial year ended March 31,2012.

1. Financial performance:

The standalone and consolidated audited financial results for the Year ended March 31,2012 are asunder:

Particulars Standalone

Rs in Crore USD in Million*

2011-12 2010-11 2011-12 2010-11

Revenue from operations 6,853.52 4,357.55 1,347.13 977.14

Other operating income 17.69 8.84 3.48 1.98

Earnings before interest, tax, 569.79 260.33 112.00 58.38

depreciation and amortization

(EBITDA)

Less: Depreciation and 182.68 156.89 35.91 35.18 amortization expense

Earnings before interest and 387.11 103.44 76.09 23.20 tax (EBIT)

Add: Finance income 347.06 331.67 68.22 74.37

Less: Finance costs 884.02 658.32 173.76 147.62

Loss before tax before (149.85) (223.21) (29.45) (50.05) exceptional items

Less: Exceptional items 348.92 37.28 68.58 8.36

Loss before tax (498.77) (260.49) (98.03) (58.41)

Less: Current tax 6.61 (19.19) 1.30 (4.30)

(Net of earlier years tax and MAT credit entitlement)

Less: Deferred tax - (55.64) - (12.48)

Loss after tax (505.38) (185.66) (99.33) (41.63)

Add : Share in associate's N.A. N.A. N.A. N.A.

profit/(loss) after tax

Less: Share of loss / (profit) N.A. N.A. N.A. N.A.

of minority

Net loss for the year (505.38) (185.66) (99.33) (41.63)

Add: Balance brought forward 200.34 386.00 39.38 86.56

Add: Additions due to merger 191.00 N.A. 37.54 N.A.

Profit (loss) available for (114.04) 200.34 (22.41) 44.93 appropriations

Less: Transfer to legal and - - - -

statutory reserve

Less: Transfer to capital - - - -

redemption reserve

Surplus carried to balance sheet (114.04) 200.34 (22.41) 44.93

Consolidated

Rs in Crore USD in Million*

2011-12 2010-11 2011-12 2010-11

Revenue from operations 21,082.37 17,879.13 4,143.95 4,009.22

other operating income 276.84 211.10 54.42 47.34

Earnings before interest tax 1,821.20 1,047.24 357.98 234.83 depreciation and amortization(EBITDA)

Less: Depreciation and amortization expense 661.23 657.40 129.97 147.42

Earnings before interest and tax (EBIT) 1,159.97 389.84 228.01 87.41

Add: Finance income 125.74 106.60 24.72 23.90

Less: Finance costs 1,654.74 1,374.78 325.26 308.28

Loss before tax before exceptional items (369.03) (878.34) (72.53) (196.97)

Less: Exceptional items (227.24) 253.28 (44.67) 56.80

Loss before tax (141.79) (1,131.62) (27.86) (253.77)

Less: Current tax 95.43 146.90 18.76 32.94 (Net of earlier years tax and MAT credit entitlement) 235.37 38.37 46.26 8.60

Less: Deferred tax (472.59) (1,316.89) (92.88) (295.31)

Loss after tax (33.29) (27.83) (6.54) (6.24)

Add: Share in a associate's profit/ (Loss) after tax 27.30 20.75 5.37 4.65

Less: Share of loss (profit) of minority (478.58) (1,323.97) (94.05) (296.90)

Net loss for the year (553.16) 943.03 (108.73) 211.47

Add: Balance brought forward (31.26) - (6.14) -

Add: Additions due to merger (1.063.00) (380.94) (208.92) (85.43)

Profit (loss) available for appropriations - 142.22 - 31.89

less: Transfer to legal - 30.00 - 6.73 and statutory reserve

Less: Transfer to capital redemption reserve (1.063.00) (553.16) (208.92) (124.05)

1 US$ = Rs 50.875 as on March 31, 2012 (1 US$ = Rs 44.595 as on March 31, 2011)

2. Operations review:

On a standalone basis, the Company achieved revenue from operations of Rs 6,853.52 Crores and EBIT of Rs 387.11 Crores as against Rs4,357.55Crores and Rs 103.44 Crores respectively in the previous year. Net loss after tax is Rs 505.38 Crores as compared to net loss after tax of Rs 185.66 Crores in the previous year. Though the volume and performance improved compared to previous year, there is increase in loss compared to previous year, primarily due to provision for diminution in value of investment in subsidiaries of Rs 348.92 Crores, foreign exchange loss and increase in finance cost.

On consolidated basis, the Group achieved revenue from operations of Rs 21,082.37 Crores and EBIT of Rs 1,159.97 Crores as against Rs 17,879.13 Crores and Rs 389.84 Crores respectively in the previous year. Net loss for the year is Rs 478.58 Crores as compared to loss of Rs 1,323.97 Crores in the previous year. During the year, there is decrease in loss compared to previous year primarily due to increase in sales volume resulting to higher EBIT. Also during the year, sale of Hansen stake and reversal of provision towards diminution in investment in Hansen contributed gain of Rs 227.24 Crores while in previous year provision towards diminution in investment in Hansen resulted into loss of Rs216.00 Crores.

3. Dividend:

In view of losses incurred during the year 2011-12, the Board of Directors do not recommend any dividend for the year under review.

4. Capital:

Authorized and paid-up share capital - During the year under review there was no change in the Authorized Share Capital and Paid- up Share Capital. As on date, the Authorized Share Capital of the Company is Rs 700,00,00,000/- divided into 350,00,00,000 equity shares of Rs 2/- each and the paid-up capital of the Company is Rs 355,47,31,294/- divided into 177,73,65,647 equity shares of Rs 2/-each.

Global Depository Receipts ("GDRs") - The outstanding GDRs as on March 31, 2012 are 7,93,099 representing 31,72,396 equity sharesofRs2/-each. Each GDR represents four underlying equity shares in the Company.

Foreign Currency Convertible Bonds ("FCCBs") - On April 12, 2011, the Company made an issue of 875, 5% Foreign Currency Convertible Bonds of US$ 200,000 each for a total consideration of US$ 175,000,000. The Bonds are convertible at any time on and after May 23, 2011 up to the close of business on April 6, 2016 by holders of the Bonds into fully paid equity shares with full voting rights with a par value of Rs 2/-each of the Company at an initial conversion price of Rs 54.01 per share with a fixed rate of exchange on conversion of Rs 44.5875to US$1.00 Post March 31, 2012, the Company has issued separate notices, each dated May 18, 2012, to convene meetings of the holders of the US$ 300,000,000 Zero Coupon Convertible Bonds due 2012 and the US$ 35,592,000 7.5% Convertible Bonds due 2012 (the "Bonds") for extension Of the maturity date (i.e. June 12, 2012) of the Bonds by 45 days i.e. until July 27, 2012. The meetings of the holders of the Bonds are proposed to be held on June 11, 2012. The extension has been requested to allow the Company to obtain requisite approvals and finalize documentation for raising up to US$ 300,000,000 under new facilities from the Company's senior secured lenders, which will allow the Company to meet its redemption obligations under the outstanding Bonds in full.

5. Particulars of conservation of energy, research and development, technology absorption and foreign exchange earnings and outgo:

Information as required under Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 has been provided in an Annexure which forms part of the Directors' Report.

6. Subsidiaries:

As on March 31,2012, theCompanyhas86subsidiaries,a list of which is given In the notes to the financial statements. Companies which became subsidiaries during the year under review-

Sr. no. Name of the entity Country

1. Eolica Faisa S.A. Brazil

2. Eolica Faisa I-Gerafao E Commercialize fao De Energia S.A. Brazil

3. Eolica Faisa II-Gerafao E Commercialize fao De EnergiaS.A. Brazil

4. Eolica Faisa III-Gerafao E Commercialize fao De EnergiaS.A. Brazil

5. Eolica Faisa IV-Gerafao E Commercialize fao De EnergiaS.A. Brazil

6. Eolica Faisa V-Gerafao E Commercialize fao De EnergiaS.A. Brazil

7. R Epower Systems India Private Limited India

8. R Epower Systems Northern Europe A/S Denmark

9. Suzlon Energy Chile Limited Chile

10. Suzlon Project VIIILLC USA

11. Suzlon Wind Energy(Lanka)Pvt. Limited Sri Lanka

12. Yorke Peninsular Wind Farm Project Pty. Ltd. Australia

Companies which ceased to be subsidiaries during the year under review -

Sr. no. Name of the entity Remarks

1. Rep Ventures - Portugal S.A. Liquidated

2. Suzlon Infrastructure Services Limited Merged with the Company

3. Suzlon Towers and Structures Limited Merged with the Company

4. Suzlon Wind park Management Gmb H Liquidated

5. Wind park Olsdorf Watt GmbH & Co. KG Merged with Suzlon Energy Gmb H

Change of name of subsidiaries during the year under review-

Sr. no. Previous name New name

1. Age Parque Eolico ElAlmendro S.L Parque Eolico El Al mendro S.L.

2. R E power Systems AG RE power Systems S E

3. SE Composites Limited SE Blades Limited

4. Suzlon Blade Technology B.V. SE Blades Technology B.V.

Updates on RE power - The Company through AE-Rotor Holding BV, The Netherlands ('AERH'), a step down wholly owned subsidiary of the Company was holding more than 95% of the registered share capital of RE power Systems SE ('RE power'). Under the German Stock Corporation Act, a shareholding of 95% in a German stock corporation enables the majority shareholder to initiate squeeze-out proceedings in respect of minority shareholders. Accordingly, the Company, through AERH, had initiated the squeeze-out proceeding in accordance with German Regulations. On September 21, 2011 at the Annual General Meeting of the RE power, the shareholders approved the transfer of the shares of the minority shareholders of RE power to AERH against a cash compensation of EUR 142.77 per no-par value share and the squeeze-out resolution was entered in the commercial register on October 27,2011.

By the registration of the squeeze-out resolution with the commercial register, all shares of the minority shareholders of RE power were transferred to AERH and consequently RE power became a step down wholly owned subsidiary of the Company. Subsequently the shares of RE power were delisted from the German Stock Exchange on November 9,2011. Updates on amalgamation and demerger- The Honorable High Court of Gujarat and the Honorable High Court of judicature at Bombay have approved the Composite Scheme of Arrangement and Restructuring (De-merger And Amalgamation) ('Scheme') of the Company and its certain Wholly owned subsidiaries and accordingly effective October 10,2011:

- Power Generation Division of Suzlon Towers And Structures Limited stands de-merged and transferred to Suzlon Engitech Limited;

- Project Execution Division of Suzlon Infrastructure Services Limited stands de-merged and transferred to Suzlon Gujarat Wind Park Limited;

- Suzlon Towers And Structures Limited stands amalgamated with the Company(after the above referred de-merger);and

- Suzlon Infrastructure Services Limited stands amalgamated with the Company (after the above referred de-merger). All the above takes effect from the appointed date i.e. April 1,2010.

7. Consolidated financial statements:

In terms of Section 212(8) of the Companies Act, 1956 read with the General Circular No.2/2011 dated February 8, 2011 issued by the Ministry of Corporate Affairs, Government Of India, general exemption has been provided to companies from compliance of the provisions of Section 212(1) of the Companies Act, 1956 subject to compliance with conditions as referred to in the said General Circular No.2/2011 dated February 8, 2011. The Board of Directors of the Company, accordingly, has given its consent for not attaching the balance-sheet of the subsidiaries and accordingly, the balance sheet, statement of profit and loss and other documents of the subsidiary companies are not being attached with the balance sheet of the Company. However, some key information of the subsidiary companies as required to be provided in terms of the said circular, is disclosed under "Section 212 Report" forming part of this Annual Report.

The annual accounts of the subsidiary companies and the related detailed information will be made available to any member of the Company / its subsidiaries who may be interested in obtaining the same. The annual accounts of the subsidiary companies will also be kept for inspection by any member at the Company's Registered Office and Corporate Office and that of the respective subsidiary companies.

The Annual Report of the Company contains the consolidated audited financial statements prepared pursuant to Clause 41 of the Listing Agreement entered into with the stock exchanges and prepared in accordance with the mandatory accounting standards as notified by the Companies (Accounting Standards) Rules, 2006 (as amended) and the relevant provisions of the Companies Act, 1956.

8. Particulars of employees:

In terms of the provisions of section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended, the names and other particulars of the employees are required to be set out in the Directors' Report. However, as per the provisions of section 219(1)(b)(iv) of the said Act, the Annual Report excluding the aforesaid information is being sent to all the members of the Company and others entitled thereto. Any member interested in obtaining such particulars may write to the Company Secretary at the registered office of the Company.

9. Directors:

Re-appointment of directors retiring by rotation - Mr. Tulsi R.Tanti and Mr. V. Raghuraman, the Directors of the Company retire by rotation at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment.

Appointment of new directors - Post March 31, 2012, Mr. Marc Desaedeleer has been appointed as an Additional Director of the Company with effect from April 1, 2012. In terms of Section 260 of the Companies Act, 1956, Mr. Marc Desaedeleer holds office up to the ensuing Annual General Meeting of the Company and being eligible offers himself for appointment as the Director of the Company.

Resignation of directors - Post March 31, 2012, Mr. Ajay Relan and Mr. Ashish Dhawan, the Independent Directors resigned from the directorship of the Company with effect from April 1,2012 and May 25,2012 respectively. The Board expresses its appreciation for the valuable services rendered and matured advice provided by Mr. Ajay Relan and Mr. Ashish Dhawan during their association with the Company.

Change in designation of directors - Post March 31, 2012, Mr. Vinod R.Tanti having been appointed as Chief Operating Officer of RE power Systems SE, Germany, has resigned as the Executive Director of the Company; however continues as a Non-Executive Director with effect from June 1, 2012. The Board expresses its appreciation for the valuable services rendered and matured advice provided by him during his association with the Company as an Executive Director.

Profile of directors seeking appointment / re-appointment - Profile of the directors seeking appointment / re-appointment as required to be given in terms of Clause 49(IV)(G)(i) of the Listing Agreement forms part of the Notice convening the ensuing Annual General Meeting of the Company.

10. Directors' responsibility statement:

Pursuant to Section 217(2AA) of the Companies Act, 1956, the directors confirm to the best of their knowledge and belief that:

- in the preparation of the annual accounts, the applicable accounting standards had been followed and that there are no material departures;

- the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31,2012 and of the loss of the Company for the year ended on that date;

- the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

- the directors had prepared the annual accounts on a going concern basis.

11. Public deposits:

During the year under review, the Company did not accept any deposits within the meaning of the provisions of Section 58Aofthe Companies Act, 1956.

12. Management discussion and analysis:

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 of this Annual Report.

13. Corporate governance:

As required under Clause 49 (VI) of the Listing Agreement entered into by the Company with the stock exchanges, a detailed report on corporate governance has been provided in a separate section which forms part of this 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 by the Company is attached to the Corporate Governance Report.

14. Employees Stock Option Plans ("ESOPs"):

As required under the Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999, the information pertaining to various Employee Stock Option Plans (ESOPs) of the Company has been provided in an Annexure which forms part Of the Directors' Report.

p15. Auditors and auditors' observation:

Statutory auditors - M/s. SNK& Co., Chartered Accountants, Pune (Firm Registration No.: 109176W) and M/s. S.R. Batliboi & Co., Chartered Accountants, Pune (Firm Registration No.: 301003E), the joint statutory auditors of the Company hold office until the conclusion of the ensuing Annual General Meeting of the Company. Both the statutory auditors have confirmed their eligibility and willingness to accept office, if re-appointed.

Auditors' observations and management's response to auditors' observations - The Directors refer to the auditors' observation in the Auditors' Report and as required under Section 217(3) of the Companies Act, 1956, provide their explanation as under:

(i) In respect of Note 4 of standalone financial statements and Note 3 of consolidated financial statements regarding use of going concern assumption for the preparation of financial statements due to existence of certain liabilities on account of FCCBs which are due for redemption during June 2012 and October 2012.

The Company has certain FCCBs which are due for redemption during June 2012 and October 2012 having redemption value of US$ 568.96 Million (Rs 2,694.58 Crore). In order to meet the redemption obligations, the management is actively pursuing various options, which includes raising of additional finance in the form of debt, high yield bonds, equity, sale of non critical assets, etc. Discussions on each of these options is in process and the management is confident that the Company will be able to generate the required funds for redemption within the agreed period and accordingly the financial statements have been prepared on the basis that the Company is a going concern.

(ii) In respect of Note 4 of consolidated financial statements regarding non provision of Infrastructure Development Charges ('IDC') aggregating to Rs 64.80 Crores.

The Indian Wind Energy Association ('In WEA') of which the Company is a member has filed a civil appeal in the Supreme Court against an order of the Appellate Tribunal for Electricity in regard to levy of Infrastructure Development Charges ('IDC') by Tamil Nadu State Electricity Board. The matter is pending the hearing of the Supreme Court. The Group has obtained a legal opinion which states that In WEA / Group has a strong case and accordingly the Group has shown it as contingent liability.

(iii) In respect of auditors' observation in standalone financial statements regarding certain default in repayment of dues to financial institutions and banks.

It is clarified that the delay in payment of dues was temporary in nature arising from mismatches in cash flows which are attributable to delay in timely realization of receivables from our customers and prevailing uncertain economic environment that adversely impacted business volumes.

(iv) In respect of auditors' observation in standalone financial statements regarding delay in a few cases in depositing statutory dues.

It is clarified that the same arose on account of mismatches in cash flows and transactional complexity which were all subsequently rectified.

(v) In respect of auditors' observation in standalone financial statements regarding cash losses incurred by the Company during the previous year.

It is clarified that the same was mainly attributable to lower absorption of fixed overheads, adverse foreign exchange movement, higher finance charges and provision for diminution in investments in subsidiaries.

Cost auditors - In terms of Notification F.No.52/26/CAB-2010 dated January 24, 2012 issued by the Ministry of Corporate Affairs, Government of India, the Company is required to appoint a Cost Auditor for the audit of Cost Accounting Records for the financial year 2012-13 within 90 (Ninety) days from the close of the financial year 2011-12. The Company is in process of appointing a Cost Auditor and shall make necessary application to the Central Government for seeking its approval to the appointment of Cost Auditor within prescribed time.

16. 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 and financial institutions 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, bond holders and shareholders.

The directors also acknowledge the hard work, dedication and commitment Of the employees. Their enthusiasm and unstinting efforts have enabled the Company to emerge stronger than ever, enabling it to maintain its position as one of the leading players 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 25, 2012 Chairman & Managing Director

 
Subscribe now to get personal finance updates in your inbox!