Enter the first few characters of Company and click 'Go'

Directors Report of Suzlon Energy Ltd.

Mar 31, 2023

The Board of Directors present the Twenty Eighth Annual Report of your Company together with the audited standalone and consolidated Ind AS financial statements for the year ended March 31, 2023.

1. Financial result

The audited standalone and consolidated Ind AS financial results for the financial year ended March 31, 2023 are as under:

? in Crore
Particulars	Standalone		Consolidated
	FY 23	FY 22	FY 23	FY 22
Revenue from contracts with customers	3,538.14	3,975.41	5,946.84	6,519.95
Other operating income	52.30	64.63	23.69	61.83
Earnings before interest, tax, depreciation and amortisation (EBITDA)	60.06	69.40	831.92	889.45
Less: Depreciation and amortisation expense (including impairment losses)	190.04	185.13	259.68	259.84
Earnings before interest and tax (EBIT)	(129.98)	(115.73)	572.24	629.61
Add: Other income	192.22	63.02	19.63	22.19
Less: Finance cost	441.56	777.08	420.76	734.52
Profit/ (loss) before tax before exceptional items	(379.32)	(829.79)	171.11	(82.72)
Less: Exceptional loss/ (gain) items	(2,542.08)	82.87	(2,720.60)	(83.12)
Profit/ (loss) before tax	2,162.76	(912.66)	2,891.71	0.40
Less: Tax expense	-	-	4.42	166.59
Profit/ (loss) after tax	2,162.76	(912.66)	2,887.29	(166.19)
Share of profit / (loss) of associates and jointly controlled entities	N.A.	N.A.	-	(10.36)
Net profit/ (loss) for the year	2,162.76	(912.66)	2,887.29	(176.55)
Other comprehensive income/ (loss), net of tax	(5.71)	1.67	(34.88)	(81.83)
Total comprehensive income/ (loss), net of tax	2,157.05	(910.99)	2,852.41	(258.38)

2. Company''s performance

2.1 On a standalone basis, the Company achieved revenue of ? 3,538.14 Crore and EBIT of ? (129.98) Crore as against ? 3,975.41 Crore and ? (115.73) Crore respectively in the previous year. Net profit for the year under review is ? 2,162.76 Crore as compared to loss of ? 912.66 Crore in the previous year.

2.2 On consolidated basis, the Group achieved revenue of ? 5,946.84 Crore and EBIT of ? 572.24 Crore as against ? 6,519.95 Crore and ? 629.61 Crore respectively in the previous year. Net profit for the year under review is ? 2,887.29 Crore as compared to net loss of ? 176.55 Crore in the previous year.

3. Appropriations

3.1 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. In terms of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the "Listing Regulations"), the Company has adopted a dividend distribution policy which is available on the Company''s weblink at https://www.suzlon.com/pdf/about/cg/ Policy_Dividend_Distribution.pdf.

3.2 Transfer to reserves

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

4. Material developments during the financial 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, the following material events took place:

4.1 Mr. Tulsi R. Tanti, the Founder, the Chairman & Managing Director and one of the Promoters of Suzlon Energy Limited passed away on October 01, 2022 on account of cardiac arrest.

4.2 Implementation of Refinancing Proposal:

The Company and its subsidiaries Suzlon Global Services Limited ("SGSL"), Suzlon Power Infrastructure Limited ("SPIL") (since merged with SGSL), Suzlon Gujarat Wind Park Limited ("SGWPL") and a joint venture Suzlon Generators Limited ("SGL") (since ceased to be a subsidiary due to divestment) (hereinafter collectively referred to as "Suzlon The Group" or the "STG") had submitted a proposal to the then lenders (the "Erstwhile Lenders") for refinancing of the outstanding restructured facilities. The STG entered into an agreement with the Erstwhile Lenders for refinancing the outstanding restructured facilities (the "Refinancing Proposal") based on the sanction letters from REC Limited and Indian Renewable Energy Development Agency Limited (the "New Lenders"). On May 24, 2022 (the "Effective Date"), the Refinancing Proposal was consummated, and the outstanding obligations of the STG under the Restructured Facilities were discharged as follows:

i. Outstanding Rupee Term Loan along with accrued interest has been paid off in full;

ii. Limits of non-fund based working capital facilities against cash margin or Letter of Comfort ("LOC") were released or transferred or replaced;

iii. Entire outstanding value of 410,000 number of Optionally Convertible Debentures ("OCD") having face value of ? 100,000 each issued by the Company have been converted in full in to 571,428,572 equity shares having face value of ? 2 each of the Company allotted to the Erstwhile Lenders;

iv. 445,301 number of Compulsorily Convertible Preference Shares ("CCPS") having face value of ? 100,000 each issued by SGSL have been converted in full in to 4,454 equity shares having face value of ? 10 each of SGSL getting allotted to the Erstwhile Lenders;

v. The requirement of maintaining the lock-in for 997,176,872 equity shares having face value of ? 2 each of the Company issued to the Erstwhile Lenders as stipulated in the Framework Restructuring Agreement dated June 30, 2020 was waived; and

vi. 498,588,439 number of convertible warrants issued by the Company to the Erstwhile Lenders were surrendered.

On April 28, 2022, the Company along with SGSL, SGWPL and SPIL, its identified subsidiaries, and the New Lenders entered into a Rupee Term Loan Agreement (the "RTL Agreement") with the New Lenders for refinancing the facilities of the STG. On the Effective Date, on consummation of refinancing proposal, the STG refinanced its borrowing facilities from Erstwhile Lenders as per the RTL Agreement with the facilities from the New Lenders. The key features of the RTL Agreement have been given in the Notes to the Financial Statements forming part of this Annual Report.

4.3 Mergers / demergers / amalgamation / restructuring / disposal of subsidiaries:

During the year under review and up to the date of this Report, the following developments took place in the matters of mergers / demergers / divestment:

a. In the matter of the merger by absorption of SPIL, a wholly owned subsidiary of the Company, with SGSL, also a wholly owned subsidiary of the Company, the final order approving the Scheme of the Amalgamation of SPIL with SGSL was passed by NCLT, Ahmedabad Bench on September 26, 2022 and NCLT Chennai Bench on June 10, 2022 respectively. Post-merger becoming effective on September 29, 2022, being the date on which final order issued by NCLT were filed by SPIL and SGSL with the concerned Registrar of Companies, the business undertaking of SPIL has been merged into SGSL from the appointed date, i.e. April 1, 2020;

b. In the matter of the demerger by transfer and vesting of Project Execution Business and Power Evacuation Business of SGWPL, a step down wholly owned subsidiary of the Company, into SGSL, the final order approving the Scheme of Arrangement between SGWPL and SGSL was passed by NCLT, Ahmedabad Bench on September 28, 2022 for sanctioning the scheme. Post demerger becoming effective on September 29, 2022, being the date on which the order issued by NCLT was filed by SGWPL and SGSL with the concerned Registrar of Companies, the Project Execution Business and Power Evacuation Business of SGWPL has been transferred to SGSL from the appointed date, i.e. April 2, 2020 and

SGWPL will continue undertaking its Land Development Business and Power Generation Business;

c. SGL, a subsidiary of the Company, ceased to be the subsidiary of the Company pursuant to completion of divestment of the Company''s 75% stake in SGL to Voith Turbo Private Limited on April 7, 2022; and

d. Vayudoot Solarfarms Limited, a subsidiary of the Company, ceased to be the subsidiary of the Company pursuant to transfer of its entire 51.05% shareholding to Aries Renewables Private Limited on December 3, 2022.

4.4 Rights Issue

On October 31, 2022, the Company allotted 2,400,000,000 partly paid-up equity shares having a face value of ? 2.00 each with ? 1.00 paid-up aggregating to ? 600 Crore at an issue price of ? 5.00 per equity share, i.e. at a premium of ? 3.00 per equity share, on a rights basis to the existing equity shareholders of the Company in the ratio of five equity shares for every twenty-one fully paid-up equity shares held by the existing equity shareholders on the record date of October 4, 2022. The applicants were required to pay ? 2.50 per equity share on application (of which ? 1.00 per equity share being adjusted towards face value and ? 1.50 per equity share being adjusted towards securities premium) and the balance ? 2.50 was payable on one or more subsequent calls.

Subsequently, the Securities Issue Committee of the Board of Directors of the Company, on February 24, 2023, approved making of the First and Final Call of ? 2.50 per partly paid-up equity share (of which ? 1.00 per equity share being adjusted towards face value and ? 1.50 per equity share being adjusted towards securities premium) on outstanding 2,400,000,000 partly paid-up equity shares. March 2, 2023 was fixed as the record date

for the purpose of determining the holders of partly paid-up equity shares to whom the call notice was sent for payment of the First and Final Call. Pursuant to the same and up to the date of this Report, on receipt of requisite call money, the Securities Issue Committee has approved conversion of 2,351,863,294 partly paid-up equity shares bearing ISIN IN9040H01011 into fully paid-up equity shares bearing ISIN INE040H01021 aggregating to ? 587.97 Crore. As on date of this Report, the call money remains unpaid on 48,136,706 partly paid-up equity shares aggregating to ? 12.03 Crore.

4.5 Employee Stock Option Plan (ESOP):

In accordance with the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, the Nomination and Remuneration Committee of the Board of Directors of the Company has on May 22, 2023, granted 109,290,000 Options convertible into 109,290,000 equity shares of ? 2.00 each to the eligible employees of the Company and its Subsidiaries under the Employee Stock Option Plan 2022 at an exercise price of ? 5.00 per option with 50% vesting (out of which 25% would be retention-based vesting and balance 25% would be performance-based vesting) at the end of first year from the date of grant and balance 50% (out of which 25% would be retention-based vesting and balance 25% would be performance-based vesting) at the end of second year from the date of grant and exercise period of two years from the date of respective vesting.

5. Capital and debt structure

5.1 Authorised share capital

During the year under review, there is no change in the authorised share capital of the Company. The authorised share capital of the Company as on March 31, 2023 and as on the date of this Report is ? 11,000.00 Crore divided into 5,500 Crore equity shares of ? 2 each.

5.2 Paid-up share capital a. During the year under review, the Company has allotted equity shares as per details given below:
Date of allotment	Details of securities allotted	Remarks
May 24, 2022	571,428,572 equity shares of ? 2 each	Conversion of entire outstanding value of 410,000 Optionally Convertible Debentures of ? 100,000 each issued on preferential basis to the lenders in terms of the Refinancing Proposal aggregating to ? 4,099.18 Crore
September 23, 2022	284,214,474 equity shares of ? 2 each	Conversion of 27,977 Bonds of USD 320 (worth USD 9,455,285 after capitalising interest) @ ? 2.49 per equity share
October 31, 2022	2,400,000,000 partly paid-up equity shares of ? 2 each	Rights Issue of partly paid equity shares @ ? 5 per share with ? 2.50 paid on application (with ? 1 towards face value and ? 1.50 towards securities premium)

b. Subsequently, the Securities Issue Committee of the Board of Directors of the Company has, on February 24, 2023, approved making of the First and Final Call of ? 2.50 (with ? 1 towards face value and ? 1.50 towards securities premium) per partly paid-up equity share and the Company having received call money, the Securities Issue Committee has approved conversion of partly paid-up equity shares bearing ISIN IN9040H01011 into fully paid-up equity shares bearing ISIN INE040H01021 as under:
Date of conversion	Remarks
March 29, 2023	conversion of 1,997,821,943 partly paid-up equity shares into fully paid-up equity shares aggregating to ? 499.46 Crore;
May 8, 2023	conversion of 110,420,880 partly paid-up equity shares into fully paid-up equity shares aggregating to ? 27.60 Crore;
May 25, 2023	conversion of 218,441,785 partly paid-up equity shares into fully paid-up equity shares aggregating to ? 54.61 Crore;
June 12, 2023	conversion of 9,265,406 partly paid-up equity shares into fully paid-up equity shares aggregating to ? 2.32 Crore;
July 7, 2023	conversion of 15,913,280 partly paid-up equity shares into fully paid-up equity shares aggregating to ? 3.98 Crore;
Accordingly, the paid-up share capital of the Company as on March 31, 2023 is ? 2,454.40 Crore divided into 12,473,087,083 equity shares comprising of 12,070,909,026 fully paid-up equity shares having a face value of ? 2/- each bearing ISIN INE040H01021 and 402,178,057 partly paid-up equity shares having a face value of ? 2/- each with ? 1/- paid-up bearing ISIN IN9040H01011. And the paid-up share capital of the Company as on the date of this Report is ? 2,489.80 Crore divided into 12,473,087,083 equity shares comprising of 12,424,950,377 fully paid-up equity shares having a face value of ? 2/- each bearing ISIN INE040H01021 and 48,136,706 partly paid-up equity shares having a face value of ? 2/- each with ? 1/- each paid-up bearing ISIN IN9040H01011.

5.3 Foreign Currency Convertible Bonds ("FCCBsâ) The details of outstanding FCCBs as on March 31, 2023 and as on date of this Report are as under:
Series Outstanding amount (USD)	Exchange	Convertible	Conversion
As on As on the date March 31, 2023 of this Report	rate (?)	on or before	price (?)
USD denominated convertible bonds 529,338.11 Nil due 2032	74.8464	August 17, 2032	2.61 / 2.49

During the year under review, in relation to the outstanding USD denominated convertible bonds due 2032 (the "Bonds" or "FCCBs"), a limited opportunity was provided by the Company to the Bondholders during the period from September 6, 2022 to September 22, 2022 through an invitation memorandum dated September 6, 2022 and subsequent extension dated September 15, 2022 to convert their outstanding Bonds into the equity shares of ? 2/- each of the Company (the "Shares") at a conversion price of ? 2.49 per Share, being a price not less than the regulatory floor price determined in accordance with the applicable laws. In response to such invitation, the Company had received conversion notices from the Bondholders electing to convert 27,977 Bonds aggregating to a principal amount of USD 9,455,285 (after capitalising interest @ 2.75% per annum accrued on half yearly basis) into the equity shares. Accordingly, 284,214,474 equity shares of ? 2 each were allotted to the Bondholders at a conversion price of ? 2.49 per

Share with a fixed rate of exchange on conversion of ? 74.8464 to USD 1.00.

Post March 31, 2023, the Company has redeemed the entire outstanding FCCBs at their principal amount aggregating to USD 529,338.11 together with accrued but unpaid interest thereon up to the redemption date @ 1.25% p.a. amounting to USD 1,378.48 in accordance with terms of the FCCBs. Accordingly, the FCCBs have been cancelled and delisted from the Singapore Exchange Securities Trading Limited. Following the redemption, there are no outstanding FCCBs in issue.

5.4 Warrants

Under the Debt Resolution Plan, the Company had, on June 27, 2020, allotted on preferential basis, 498,588,439 fully paid up Warrants having a face value of ? 2/- each, each convertible in to 1 equity share of ? 2/- each. During the year under review, these warrants were cancelled w.e.f. May 24, 2022.

6. Annual return in terms of Section 92(3) of the Companies Act, 2013

The annual return in Form No.MGT-7 for FY 22 is available on the Company''s weblink at https://www. suzlon.com/NewPdf/Other_Disclosures/2022-23/ Form-MGT7-310322.pdf. The due date for filing annual return for FY 23 is within a period of sixty days from the date of annual general meeting. Accordingly, the Company shall file the same with the Ministry of Corporate Affairs within prescribed time and a copy of the same shall be made available on the website of the Company as is required in terms of Section 92(3) of the Companies Act, 2013.

7. Number of board meetings held

The details pertaining to number and dates of board meetings held during the year under review have been provided in the Corporate Governance Report forming part of this Annual Report.

8. Director''s 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 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 the Independent Directors

In terms of Section 149(7) of the Companies Act, 2013, Mr. Marc Desaedeleer, Mr. Per Hornung Pedersen, Mr. Sameer Shah, Mrs. Seemantinee Khot and Mr. Gautam Doshi, 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 Listing Regulations and there has been no change in the circumstances which may affect their status as Independent Directors. Further, they have also given a declaration that they have complied with the provisions of the Code of Ethics for Directors and Senior Management (including Code of Conduct for Independent Directors prescribed in Schedule IV to the Companies Act, 2013) to the extent applicable, during the year under review.

Further, in the opinion of the Board of Directors of the Company, all the Independent Directors are persons having high standards of integrity and they possess requisite knowledge, qualifications, experience (including proficiency) and expertise in their respective fields.

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 ''Board Diversity and Remuneration Policy'' as adopted by the Board of Directors of the Company is available on the Company''s weblink at https://www.suzlon. com/pdf/about/cg/Policy_Board-Diversity-&-Remuneration.pdf. The details of remuneration paid to the Executive Directors and Non-executive Directors have been provided in the Corporate Governance Report forming part of this Annual Report.

11. Auditors and auditors'' observations

11.1 Statutory auditor - M/s. Walker Chandiok & Co LLP, Chartered Accountants (Firm Registration No.001076N/N500013), were appointed as the Statutory Auditors of the Company to hold office from the conclusion of the Twenty Seventh Annual General Meeting till the conclusion of the Thirty Second Annual General Meeting of the Company,

i.e. for a period of 5 (Five) consecutive years.

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

i. Note 5 of the standalone financial statements and consolidated financial statements relating to a show cause notice received by the Company from SEBI in respect of certain specific

transactions between the Company and its domestic subsidiaries and disclosure of a contingent liability in respect of earlier years:

It is clarified that, the Management has responded to the SCN and has denied the allegations made by the SEBI. Additionally, the management has also filed a settlement application in accordance with of the Securities and Exchange Board of India (Settlement Proceedings) Regulations, 2018 (the "SEBI Settlement Regulations") to settle the matter without admission of guilt with respect to such allegations. This matter has been disclosed under contingent liability and the management believes that there is no material impact of this matter on the standalone and consolidated financial statements.

ii. Note 48 (j) of the standalone financial statements and Note 49 (h) of the consolidated financial statements regarding use of going concern assumption for the preparation of Ind AS financial statements due to existence of certain obligations failing which it could trigger an event of default within next 12 months from reporting date:

It is clarified that, the Management is confident of meeting the obligations in the foreseeable future through various options including execution of the orders in hand, future business plans, seeking additional facilities and proposing extension for monetisation of specified assets, if required. Accordingly, the standalone and consolidated financial statements have been prepared on the basis that the Company is a going concern.

iii. Auditors'' observation in standalone financial statements regarding certain delay in depositing statutory dues:

It is clarified that the delay arose on account of mismatch in liquidity.

11.2 Secretarial auditor

a. Pursuant to the provisions of Section 204 of the Companies Act, 2013 and Rules made thereunder, Mr. Chirag Shah, Partner, M/s. Chirag Shah and Associates, Company Secretaries (Membership No.5545 and C.P.No.3498), had been appointed as the secretarial auditor to conduct the secretarial audit for FY 23. A secretarial audit report in Form No.MR-3 given by the secretarial auditor has been provided in an annexure which forms part of the Directors Report.

b. Secretarial auditors'' observation(s) in secretarial audit report and directors'' explanation thereto:

i. Auditor''s observation regarding non

compliance with the constitution of the Nomination and Remuneration Committee for the period from October 7, 2022 to December 2, 2022:

It is clarified that Mr. Girish R. Tanti was the member of the Nomination and Remuneration Committee since September 28, 2015. Due to organisational changes pursuant to untimely demise of Mr. Tulsi R. Tanti, the then Chairman and Managing Director, the Board was reconstituted pursuant to which Mr. Girish R. Tanti was inter alia appointed as an Executive Vice Chairman w.e.f. October 7, 2022. Therefore, during the period from October 7, 2022 to December 2, 2022, the requirement of all members of the Nomination and Remuneration Committee to be nonexecutive was not met. Subsequently, the Nomination and Remuneration Committee was reconstituted w.e.f. December 2, 2022 by inducting Mr. Pranav T. Tanti, Non-Executive Director, in place of Mr. Girish R. Tanti.

11.3 Cost auditor

The Company is required to maintain cost records as specified by the Central Government under Section 148(1) of the Companies Act, 2013 and accordingly such accounts and records are made and maintained by the Company for the year under review. M/s. D. C. Dave & Co., Cost Accountants, Mumbai (Registration No.000611), had been appointed as the cost auditors for conducting audit of the cost accounting records of the Company for FY 23. The due date of submitting the cost audit report by the cost auditor to the Company for FY 23 is within a period of one hundred eighty days from the end of the financial year. The Company shall file a copy of the cost audit report within a period of 30 (thirty) days from the date of its receipt. The cost audit report for FY 22 dated September 22, 2022 issued by M/s. D. C. Dave & Co., Cost Accountants, Mumbai (Registration No.000611), was filed with the Ministry of Corporate Affairs, Government of India, on October 20, 2022.

Further, in terms of Section 148 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 and pursuant to the recommendation of the Audit Committee, M/s. D. C. Dave & Co. Cost Accountants, Mumbai (Registration No.000611), have been appointed as cost auditors for conducting audit of the cost accounting records of the Company for FY 24 at a remuneration of ? 0.05 Crore, which remuneration shall be subject to ratification by the shareholders at the ensuing Annual General Meeting.

11.4 Internal auditor

In terms of Section 138 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, Mr. Shyamal Budhdev, Chartered Accountant (Membership No.43952) continues as the internal auditor of the Company.

During the year under review, there was no instance of fraud required to be reported to Central Government, Board of Directors or Audit Committee, as the case may be, by any of the auditors of the Company in terms of Section 143(12) of the Companies Act, 2013.

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 year under review have been provided in the notes to the financial statements which forms part of this Annual Report.

13. Particulars of contracts / arrangements with related parties

The particulars of contracts / arrangements with related parties referred to in Section 188(1) entered into during the year under review as required to be given in Form No.AOC-2, have been provided in an annexure which forms part of 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 year under review as required to be given under Section 134(3)(m) of the Companies Act, 2013 and Rule 8(3) of the Companies (Accounts) Rules, 2014, has been provided in an annexure which forms part of the Directors'' Report.

15. Risk management

The Company has constituted a Risk Management Committee, the details of which have 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 the Company''s weblink at https://www.suzlon. com/NewPdf/Shareholders_Information/Corporate_ Governance_Policies/2022-23/Risk_Management_ Policy.pdf. 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 has not found any risk which in its view may threaten the existence of the Company.

16. Corporate social responsibility (CSR)

The Company has constituted a 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 weblink at https://www.suzlon.com/ pdf/about/cg/CSR-policy.pdf. 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 the annual evaluation of the performance of the Board, its Committees and individual directors as required to be provided in terms of Section 134(3)(p) of the Companies Act, 2013 read with Rule 8(4) of the Companies (Accounts) Rules, 2014 has been provided in the Corporate Governance Report forming part of this Annual Report.

18. Directors / key managerial personnel appointed / resigned during the financial year under review and up to the date of this Report

18.1 Appointment / re-appointment of executive / promoter directors:

During the year under review, the Shareholders, at their Twenty Seventh Annual General Meeting, approved appointment of Mr. Vinod R. Tanti (DIN: 00002266) as the Wholetime Director and Chief Operating Officer of the Company with effect from October 1, 2022 for a period of three years, i.e. up to September 30, 2025, on the same terms and conditions as his earlier appointment.

However, due to untimely demise of Mr. Tulsi R. Tanti (DIN 00002283), the then Chairman and Managing Director of the Company on October 1, 2022, Mr. Vinod R. Tanti (DIN: 00002266) was appointed as the Managing Director of the Company w.e.f. October 7, 2022 for a period of 3 (Three) years, i.e. up to October 6, 2025; Mr. Girish R. Tanti (DIN 00002603), the Nonexecutive Director of the Company was appointed as the Executive Director of the Company designated as Executive Vice Chairman w.e.f. October 7, 2022, for a period of 3 (Three) years, i.e. up to October 6, 2025; and Mr. Pranav T. Tanti (DIN: 02957770) was appointed as the Non-executive Director w.e.f. October 7, 2022. The said appointments were approved by the Shareholders by way of ordinary / special resolution, as the case may be, by way of postal ballot on January 5, 2023.

18.2 Re-appointment of directors retiring by rotation:

Mr. Girish R. Tanti (DIN: 00002603), the Executive Vice Chairman, and Mr. Vinod R. Tanti (DIN: 00002266), the Chairman and Managing Director, retire by rotation at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment.

18.3 Change in Nominee Director:

During the year under review, Mr. Rakesh Sharma (DIN: 06695734), the Nominee Director appointed by SBI, ceased to be the Director of the Company w.e.f. June 8, 2022. The Board expresses its appreciation for the valuable services rendered and matured advice provided by Mr. Rakesh Sharma during his association with the Company.

REC Limited (REC) has nominated Mr. Ajay Mathur (DIN: 08805424), as a Nominee Director on the Board of the Company w.e.f. August 10, 2022. The appointment of Mr. Ajay Mathur as Director was approved by the shareholders of the Company at the Twenty Seventh Annual General Meeting held on September 29, 2022.

18.4 Appointment / resignation of independent director:

During the year under review and up to the date of this Report, none of the Independent Directors have resigned from the directorship of the Company.

Post March 31, 2023, Mr. Gautam Doshi, the Independent Director of the Company, whose first term as an Independent Director was expiring on May 3, 2023, was re-appointed as an Independent Director for a second term of three years with effect from May 4, 2023 to May 3, 2026 in terms of the special resolution passed by the shareholders of the Company by way of postal ballot on April 28, 2023.

18.5 Appointment / resignation of key managerial personnel:

During the year under review there is no change in the key managerial personnel of the Company.

Post March 31, 2023, Mr. Ashwani Kumar resigned as the Group Chief Executive Officer of the Company w.e.f. April 5, 2023 and Mr. J.P. Chalasani has been appointed as the Group Chief Executive Officer of the Company w.e.f. April 5, 2023.

18.6 Profile of directors seeking appointment / reappointment:

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

19. Subsidiaries

19.1 As on March 31, 2023, the Company has 34 subsidiaries, 1 joint venture and 5 associate companies in terms of the Companies Act, 2013, a list of which is given in Form No.AOC-1 forming part of this Annual Report. The salient features of the financial statements of the subsidiaries / joint ventures / associates and their contribution to the overall performance of the Company during the year under review has been provided in Form No.AOC-1 and notes to accounts respectively both forming part of this Annual Report.

19.2 Companies which became subsidiaries during the financial year under review: None 19.3 Change of name of subsidiaries during the financial year under review: None 19.4 Companies which ceased to be subsidiaries / joint ventures during the financial year under review:
Sr. No.	Name of the entity	Country Remarks
1.	Seventus LLC	USA Dissolved
2.	Suzlon Wind Energy BH	Bosnia and Herzegovina Sold
3.	Suzlon Generators Limited	India Sold
4.	Suzlon Power Infrastructure Limited	India Merged
5.	Vayudoot Solarfarms Limited	India Sold

19.5 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 statements of the subsidiaries / associate companies / joint ventures in Form No.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 are available on the Company''s weblink at https://www.suzlon.com/in-en/investor-relations/annual-accounts-subsidiaries.

19.6 Secretarial audit report of material subsidiaries:

In terms of Regulation 24A of the Listing Regulations, the secretarial audit report of the unlisted material subsidiaries given by the practicing company secretary in Form No.MR-3 has been provided in an annexure which forms part of the Directors'' Report.

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 the Company''s operations in future have been passed by any Regulator or Court or Tribunal.

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 the Directors of the Company to report their genuine concerns about unethical behaviour, actual or suspected frauds or violation of the Company''s code of conduct for directors and senior management and the code of conduct for prevention of insider trading and which also provides for safeguards against victimisation. The whistle blower policy is available on the Company''s weblink at https://www.suzlon. com/pdf/about/cg/Policy_Whistle-Blower.pdf.

23. Particulars of employees

23.1 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 the 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 corporate office or the registered office of the Company.

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

Details pertaining to the remuneration of the 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.

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

During the year under review, the managing director or the whole-time director did not receive any commission / remuneration from any subsidiary of the Company.

23.4 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.

23.5 Employees stock option plan (ESOP):

Post March 31, 2023, the Company has

implemented the Employee Stock Option Plan 2022 ("ESOP 2022") for its employees and employees of its subsidiaries as per details given in point 4.5 above. The ESOP 2022 formulated by the Company is in compliance with the applicable regulations. As required under Regulation 13 of the Securities and Exchange Board of India (Share Based Employee Benefits & Sweat Equity Regulations), 2021, the Company has obtained a certificate from the Secretarial Auditor of the Company stating that the ESOP 2022 has been implemented in accordance with these regulations and in accordance with the special resolution of the shareholders passed on September 29, 2022, a copy of which is available for inspection at the Registered Office and Corporate Office of the Company during specified time and the same is also available on the website of the Company www.suzlon.com to facilitate online inspection till conclusion of the Meeting.

24. Related party disclosures and management discussion and analysis report

The disclosures pertaining to the related party transactions as required to be given in terms of Para A read with Para C of Schedule V of the Listing Regulations have been provided in an annexure which forms part of the Directors'' Report. Further, in terms of Regulation 34, the Management Discussion and Analysis Report on the operations and the financial position of the Company has been provided in a separate section which forms part of this Annual Report.

25. Corporate governance report

In terms of Para C of Schedule V of the Listing Regulations, a detailed report along with the auditors'' certificate of compliance on Corporate Governance has been provided in a separate section

which forms part of this Annual Report. Except as stated in the Corporate Governance Report, the Company is in compliance with the requirements and disclosures that have to be made in this regard.

26. Business responsibility and sustainability report

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

27. Transfer to investor education and protection fund (âIEPFâ) set up by the Government of India

During the year under review, the Company was not required to transfer any unpaid or unclaimed dividend to the IEPF set up by the Government of India.

In terms of the provisions of the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2019 (the "IEPF Rules"), Mrs. Geetanjali S. Vaidya, the Company Secretary and Compliance Officer of the Company, has been designated as the Nodal Officer of the Company for the purpose of the IEPF Rules.

28. Other disclosures

28.1 Details of deposits in terms of Rule 8(5) of the Companies (Accounts) Rules, 2014:

During the year under review, the Company has not accepted any deposits falling within the purview of Section 73 of the Companies Act, 2013.

28.2 Details of equity shares with differential voting rights in terms of Rule 4(4) of the Companies (Share Capital and Debentures) Rules, 2014:

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

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

During the year under review, the Company has not issued any sweat equity shares.

28.4 Details of shares held in trust for the benefit of employees where the voting rights are not exercised directly by the employees in terms of Section 67 of the Companies Act, 2013:

Not applicable.

28.5 Detailed reasons for revision of financial statements and report of the Board in terms of Section 131(1) of the Companies Act, 2013:

The Company has not revised its financial statements or the Directors'' Report during the year under review in terms of Section 131 of the Companies Act, 2013.

28.6 Disclosures in terms of sexual harassment of women at workplace (prevention, prohibition and redressal) Act, 2013:

The Company has in place an Internal Complaints Committee, constituted under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, which entertains the complaints made by any aggrieved woman. During the year under review, there was one case reported in this regard.

28.7 Disclosures pertaining to compliance with Secretarial Standards:

During the year under review, the Company has complied with the applicable Secretarial Standards.

28.8 Disclosures pertaining to credit rating:

Details pertaining to various credit ratings obtained by the Company have been provided in the Corporate Governance report forming part of this Annual Report.

28.9 Details pertaining to application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016):

During the year under review, there are no proceedings admitted or pending against the Company under the Insolvency and Bankruptcy Code, 2016 before any National Company Law Tribunal or other courts.

29. Acknowledgement

The Directors wish to place on record their appreciation for the co-operation and support received from the government and semigovernment 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 lenders, bankers, financial institutions and the Investor Group for their support to the Company. The Directors place on record their appreciation for continued support provided by the esteemed customers, suppliers, lenders, bankers, financial institutions, consultants, bondholders and the 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.

For and on behalf of the Board of Directors Vinod R. Tanti

Place : Pune Chairman and Managing Director

Date : July 25, 2023 DIN: 00002266

Mar 31, 2022

The Board of Directors present the Twenty Seventh Annual Report of your Company together with the audited standalone and consolidated Ind AS financial statements for the year ended March 31, 2022.

1. Financial result

The audited standalone and consolidated Ind AS financial results for the financial year ended March 31, 2022 are as under:

^ in Crore
Particulars	Standalone		Consolidated
Particulars	FY 22	FY 21	FY 22	FY 21
Revenue from operations	3,975.41	1,169.14	6,519.95	3,294.65
Other operating income	64.63	78.17	61.83	51.07
Earnings before interest, tax, depreciation and amortisation (EBITDA)	69.40	(100.17)	889.45	534.28
Less: Depreciation and amortisation expense (including impairment losses)	185.13	186.50	259.84	258.38
Earnings before interest and tax (EBIT)	(115.73)	(286.67)	629.61	275.90
Add: Other income	63.02	69.75	22.19	19.87
Less: Finance cost	777.08	983.07	734.52	996.26
Loss before tax before exceptional items	(829.79)	(1,199.99)	(82.72)	(700.49)
Less: Exceptional items	82.87	(801.59)	(83.12)	(805.46)
Profit/ (loss) before tax	(912.66)	(398.40)	0.40	104.97
Less: Tax expense	-	-	166.59	4.63
Profit/ (loss) after tax	(912.66)	(398.40)	(166.19)	100.34
Share of profit / (loss) of associates and jointly controlled entities	N.A.	N.A.	(10.36)	3.25
Net profit/ (loss) for the year	(912.66)	(398.40)	(176.55)	103.59
Other comprehensive income/ (loss), net of tax	1.67	(0.11)	(81.83)	31.24
Total comprehensive income/ (loss), net of tax	(910.99)	(398.51)	(258.38)	134.83

2. Company''s performance

2.1 On a standalone basis, the Company achieved revenue from operations of ^ 3,975.41 Crore and EBIT of ^ (115.73) Crore as against ^ 1,169.14 Crore and ^ (286.67) Crore respectively in the previous year. Net loss for the year under review is ^ 912.66 Crore as compared to ^ 398.40 Crore in the previous year.

2.2 On consolidated basis, the Group achieved revenue from operations of ^ 6,519.95 Crore and EBIT of ^ 629.61 Crore as against ^ 3,294.65 Crore and ^ 275.90 Crore respectively in the previous year. Net loss for the year under review is ^ 176.55 Crore as compared to net profit of ^ 103.59 Crore in the previous year.

3. Appropriations3.1 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. In terms of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the "Listing Regulations"), the Company has adopted a dividend distribution policy which is available on the website of the Company (https://www.suzlon.com/pdf/about/cg/Policy_Dividend_Distribution.pdf).

3.2 Transfer to reserves

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

4. Material developments during the financial 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, the following material events took place:

4.1 Implementation of Refinancing Proposal:

It was felt that since REC Limited and Indian Renewable Energy Development Agency Limited (the "New Lenders") have specialised knowledge in relation to the power sector in India, they would be better placed to address the specific needs of the Suzlon Group and allow adequate operational flexibility for efficient running of business and so the Company had approached the New Lenders for financial assistance. On basis of the sanction from the New Lenders, the Company and its identified subsidiaries and a joint venture ("STG") had submitted a proposal to the consortium of lenders led by State Bank of India (the "Existing Lenders") for refinancing the outstanding restructured facilities.

As part of the refinancing, an agreement was entered on March 31, 2022 between the STG and the Existing Lenders ("Agreement"), the key features of which are as under:

a. full repayment of the outstanding Rupee Term Loan along with accrued interest;

b. release or transfer or replacement of limits of non-fund based working capital facilities against cash margin or Letter of Comfort ("LOC");

c. conversion of the entire outstanding Optionally Convertible Debentures ("OCDs") into 57.14 Crore fully paid-up new equity shares having a face value of ? 2 each of the Company to the Existing Lenders;

d. conversion of the entire outstanding Compulsorily Convertible Preference Shares ("CCPS") issued by Suzlon Global Services Limited ("SGSL"), a wholly owned subsidiary of the Company, into 4,454 fully paid-up equity shares having face value of ? 10 each of SGSL;

e. Payment of applicable coupon / interest payable to the Existing Lenders on the outstanding OCDs and dividend payable on CCPS;

f. Surrender of 49.86 Crore share warrants by the Existing Lenders as issued by the Company to the Existing Lenders under the Framework Restructuring Agreement (FRA); and

g. Waiver of the requirement of maintaining the lock-in for 99.72 equity shares of the Company issued to the Existing Lenders as stipulated in the FRA;

(hereinafter referred to as the "Refinancing Proposal" and Term Loan, OCD and CCPS are collectively hereinafter referred to as the "Existing Facilities").

On April 28, 2022, the STG and the New Lenders entered into a Rupee Term Loan Agreement ("RTL Agreement") for recording the terms and conditions on which the New Lenders would make available the refinancing amount to the STG.

On May 24, 2022, the Refinancing Proposal was consummated. Pursuant to the same, the restructured facilities of the STG were refinanced and the outstanding obligations of the STG under the restructured facilities stood discharged as stated above. The key features of the RTL Agreement have been given in the Notes to the Financial Statements forming part of this Annual Report.

4.2 Mergers / demergers / amalgamation / restructuring:

During the year under review and up to the date of this Report, the following developments took place in the matters of mergers / demergers / divestment:

a. In the matter of merger by absorption of Suzlon Power Infrastructure Limited ("SPIL"), a wholly owned subsidiary of the Company, with Suzlon Global Services Limited ("SGSL") also a wholly owned subsidiary of the Company, the final order approving the Scheme of Amalgamation of SPIL with SGSL is awaited from NCLT, Ahmedabad Bench and NCLT, Chennai Bench. Post merger becoming effective, the business undertaking of SPIL will be merged in to SGSL from the appointed date, i.e. April 1, 2020.

b. In the matter of demerger by transfer and vesting of Project Execution Business and Power Evacuation Business of Suzlon Gujarat Wind Park Limited ("SGWPL"), a step down wholly owned subsidiary of the Company, in to SGSL, the final order approving the Scheme of Arrangement between SGWPL and SGSL is awaited from NCLT, Ahmedabad Bench. Post demerger becoming effective, while Project Execution Business and Power Evacuation Business of SGWPL will be transferred to SGSL from the appointed date, i.e. April 2, 2020, SGWPL will continue undertaking its Land Development Business and Power Generation Business.

c. Suzlon Generators Limited ("SGL"), a subsidiary of the Company, ceased to be the subsidiary of the Company pursuant to completion of divestment of the Company''s 75% stake in SGL to Voith Turbo Private Limited on April 7, 2022.

5. Capital and debt structure5.1 Authorised share capital

During the year under review, the authorised share capital of the Company has been increased from K 9,200.00 Crore divided into 4,600 Crore equity shares of K 2 each to K 11,000.00 Crore divided into 5,500 Crore equity shares of K 2 each by creation of additional 900 Crore equity shares of K 2 each in the authorised share capital of the Company in terms of the resolution passed by the shareholders of the Company at the Extra Ordinary General Meeting held on March 25, 2022.

As on date of this Report, the authorised share capital of the Company is K 11,000.00 Crore divided into 5,500 Crore equity shares of K 2 each.

5.2 Paid-up share capital

a. During the year under review, the Company has allotted equity shares as per details given below:

Date of allotment	Details of securities allotted	Remarks
April 16, 2021	31,26,00,232 equity shares of K 2 each at a conversion price of K 2.61 per share	Conversion of 33,603 Bonds of USD 320 each (worth USD 10,900,813 after capitalising interest).
May 20, 2021	2,36,47,562 equity shares of K 2 each at a conversion price of K 2.61 per share	Conversion of 2,542 Bonds of USD 320 each (worth USD 824,624 after capitalising interest).
July 2, 2021	1,36,47,108 equity shares of K 2 each at a conversion price of K 2.61 per share	Conversion of 1,467 Bonds of USD 320 each (worth USD 475,894 after capitalising interest).
July 23, 2021	1,21,30,765 equity shares of K 2 each at a conversion price of K 2.61 per share	Conversion of 1,304 Bonds of USD 320 each (worth USD 423,017 after capitalising interest).
August 17, 2021	1,36,75,039 equity shares of K 2 each at a conversion price of K 2.61 per share	Conversion of 1,470 Bonds of USD 320 each (worth USD 476,868 after capitalising interest).
		Conversion of 2,031 Bonds of USD
August 17, 2021	1,80,67,499 equity shares of K 2 each at a conversion price of K 6.77 per share	1000 each pursuant to Mandatory Conversion of FCCBs to bondholders who elected Option A (Mandatory Conversion).
		Conversion of 4,998 Compulsorily
December 26, 2021	20,39,98,368 equity shares of K 2 each at	Convertible Debentures of K 1,00,000
December 26, 2021	a conversion price of K 2.45 per share	each issued on Preferential basis aggregating to K 49.98 Crore.
	a conversion price of K 2.45 per share
		Allotment pursuant to conversion
March 10, 2022	11,16,64,691 equity shares of K 2 each at	of 11,680 Bonds of USD 320 each
March 10, 2022	a conversion price of K 2.61 per share	(worth USD 3,893,906 after capitalising interest).
	a conversion price of K 2.61 per share	(worth USD 3,893,906 after capitalising interest).
Accordingly, the paid-	up share capital of the Company as on March 31, 2022 is K 1,843.49 Crore divided into
921,74,44,037 equity shares of K 2 each.
b. Post March 31, 2022 and up to the date of this Report, the Company has allotted equity shares as per details
given below:
Date of allotment	Details of securities allotted	Remarks
		Conversion of entire outstanding value of 410,000 Optionally Convertible
May 24, 2022	57,14,28,572 equity shares of K 2 each	Debentures of K 1,00,000 each issued on preferential basis to the lenders in terms of the Refinancing Proposal aggregating to K 4,099.18 Crore.

Accordingly, the paid-up share capital of the Company as on the date of this Report is K 1,957.77 Crore divided into 978,88,72,609 equity shares of K 2 each.

5.3 Foreign Currency Convertible Bonds ("FCCBs") The details of outstanding FCCBs as on March 31, 2022 and as on date of this Report are as under:
Series	Outstanding amount (USD) As on March As on the date 31, 2022 of this Report		Exchange rate (?)	Convertible on or before	Conversion price (?)
USD 546,916,000 step-up
convertible bonds due 2019	0#	₀#	^-	July 9, 2019#	6.77
USD denominated convertible bonds due 2032	9.84 Million**	9.84 Million**	74.8464	August 17, 2032	2.61

#As per the terms of restructuring, the bondholders who had neither exercised Option A nor Option B were entitled to exercise Option A for a period up to 12 months from August 17, 2020 being the Share Completion Date, i.e. up to August 16, 2021. Out of the 2,163 Bonds which were pending for conversion, the Company had received conversion instructions for conversion of 2,031 Bonds of US$ 1,000 each in to equity shares of the Company within permitted 12 months'' time and accordingly 1,80,67,499 equity shares of ? 2 each have been allotted to the Bondholders pursuant to conversion of 2,031 USD 546,916,000 Step-up Convertible Bonds due 2019. Remaining 132 Bonds for which conversion instructions have not been received till August 16, 2021 have lapsed and accordingly stand cancelled w.e.f. August 17, 2021.

Additionally, during the year under review, 48,73,65,397 equity shares of ? 2 each have been allotted to the Bondholders pursuant to conversion of 52,066 USD denominated Convertible Bonds due 2032.

** As per the terms of issuance, the interest on the Bonds at the rate of 2.75% per annum accrued from date of allotment and payable on half yearly basis is required to be capitalised and added to the outstanding principal amount of the Bonds and accordingly interest @ 2.75% per annum accrued for the period from August 17, 2021 (date of allotment) to February 17, 2022 has been added to the outstanding amount of USD denominated Convertible Bonds due 2032.

5.4 Warrants

Post March 31, 2022 and pursuant to the implementation of the Refinancing Proposal, 49,85,88,439 convertible warrants allotted on June 27, 2020 to the Existing Lenders in terms of the Resolution Plan formulated under the Reserve Bank of India (Prudential Framework for Resolution of Stressed Assets) Directions, 2019 issued by the Reserve Bank of India vide its circular dated June 7, 2019 (the "RBI Circular") stand cancelled with effect from May 24, 2022.

6. Annual return in terms of Section 92(3) of the Companies Act, 2013

The annual return in Form No.MGT-7 for FY 21 is available on the website of the Company (www.suzlon.com). The due date for filing annual return for FY 22 is within a period of sixty days from the date of annual general meeting. Accordingly, the Company shall file the same with the Ministry of Corporate Affairs within prescribed time and a copy of the same shall be made available on the website of the Company (www.suzlon.com) as is required in terms of Section 92(3) of the Companies Act, 2013.

7. Number of board meetings held

The details pertaining to number and dates of board meetings held during the year under review have been provided in the Corporate Governance Report forming part of this Annual Report.

8. Director''s 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;

d. the Directors had prepared the annual accounts on a going concern basis;

e. the Directors 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 the 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 ''Board Diversity and Remuneration Policy'' as adopted by the Board of Directors of the Company is available on the website of the Company (www.suzlon.com). The details of remuneration paid to the Executive Directors and Non-executive Directors have been provided in the Corporate Governance Report forming part of this Annual Report.

11. Auditors and auditors'' observations11.1 Statutory auditor

a. M/s. Deloitte Haskins & Sells LLP, Chartered Accountants (Firm Registration No.117366W/W-100018) hold office as the statutory auditors of the Company till the conclusion of the ensuing Twenty Seventh Annual General Meeting of the Company.

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

i. In respect of Note 6 of the standalone financial statements and the consolidated financial statements regarding use of going concern assumption for the preparation of Ind AS financial statements due to existence of an obligation to achieve reduction in refinanced borrowing from REC Limited from ? 3,553 Crore to ? 2,178 Crore within a period of one year from the loan disbursement date and fulfil certain conditions including monetisation of specified assets, failing which it could trigger an event of default before March 31, 2023:

It is clarified that, the Management has plans to meet the financial obligations in the foreseeable future through various options including refinancing of part of loan with other lenders, execution of the pipeline of orders in hand, future business plans, realisation of trade receivables and financial assets, capital raising, monetisation of assets and accordingly the standalone and consolidated financial statements have been prepared on the basis that the Company is a going concern.

ii. In respect of auditors'' observation in standalone financial statements regarding certain delay in depositing statutory dues:

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

11.2 Secretarial auditor

a. Pursuant to the provisions of Section 204 of the Companies Act, 2013 and Rules made thereunder, Mr. Chirag Shah, Partner, M/s. Chirag Shah and Associates, Company Secretaries (Membership No.5545 and C.P.No.3498), has been appointed as the secretarial auditor to conduct the secretarial audit for FY 22. A secretarial audit report in Form No.MR-3 given by the secretarial auditor has been provided in an annexure which forms part of the Directors Report.

b. Secretarial auditors'' observation(s) in secretarial audit report and directors'' explanation thereto - None.

11.3 Cost auditor

appointed as the cost auditors for conducting audit of the cost accounting records of the Company for FY22. The due date of submitting the cost audit report by the cost auditor to the Company for FY22 is within a period of one hundred eighty days from the end of the financial year. The Company shall file a copy of the cost audit report within a period of 30 (thirty) days from the date of its receipt. The cost audit report for FY21 dated September 20, 2021 issued by M/s. D. C. Dave & Co., Cost Accountants, Mumbai (Registration No.000611), was filed with the Ministry of Corporate Affairs, Government of India, on October 14, 2021.

Further, in terms of Section 148 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 and pursuant to the recommendation of the Audit Committee, M/s. D. C. Dave & Co. Cost Accountants, Mumbai (Registration No.000611), have been appointed as cost auditors for conducting audit of the cost accounting records of the Company for FY23 at a remuneration of ? 0.05 Crore, which remuneration shall be subject to ratification by the shareholders at the ensuing Annual General Meeting.

11.4 Internal auditor

In terms of Section 138 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, the Company has appointed Mr. Shyamal Budhdev, Chartered Accountant (Membership No.43952) as the internal auditor of the Company.

12. Particulars of loans, guarantees and investments

13. Particulars of contracts / arrangements with related parties

14. Particulars of conservation of energy, technology absorption, foreign exchange earnings and outgo

15. Risk management

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 the website of the Company (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 a 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 website of the Company (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 the performance of the Board, its Committees and individual directors as required to be provided in terms of Section 134(3)(p) of the Companies Act, 2013 read with Rule 8(4) of the Companies (Accounts) Rules, 2014 has been provided in the Corporate Governance Report forming part of this Annual Report.

18. Directors / key managerial personnel appointed / resigned during the financial year under review and up to the date of this Report18.1 Appointment / re-appointment of executive directors:

In terms of the recommendation and approval by the Nomination and Remuneration Committee of the Board of Directors of the Company on February 26, 2022 and the Board of Directors of the Company at its meeting held on February 27, 2022 and further in terms of approval granted by the shareholders at the Extra Ordinary General Meeting held on March 25, 2022, Mr. Tulsi R.Tanti (DIN: 00002283) has been re-appointed as the Managing

Director of the Company with effect from April 1, 2022 for a further period of three years, i.e. up to March 31, 2025 on the same terms and conditions as his earlier re-appointment. Further, in terms of the recommendation of Nomination and Remuneration Committee and approval of the Board of Directors at their respective meetings held on May 25, 2022, Mr. Vinod R.Tanti (DIN: 00002266) has been re-appointed as the Wholetime Director & Chief Operating Officer of the Company with effect from October 1, 2022 for a period of three years, i.e. up to September 30, 2025 on the same terms and conditions as his earlier re-appointment, subject however to the approval of the shareholders at the ensuing Annual General Meeting of the Company.

18.2 Re-appointment of directors retiring by rotation:

Mr. Vinod R. Tanti (DIN: 00002266), the Wholetime Director & Chief Operating Officer, and Mr. Hiten Timbadia (DIN: 00210210), the Non-executive Director, retire by rotation at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment.

18.3 Appointment / resignation of non-executive / independent director:

During the year under review and up to the date of this Report, none of the Non-executive / Independent Directors have been appointed or have resigned from directorship of the Company.

18.4 Appointment / resignation of key managerial personnel:

During the year under review and up to the date of this Report, Mr. Swapnil Jain resigned as the Chief Financial Officer of the Company w.e.f. June 1, 2021 and Mr. Himanshu Mody has been appointed as the Group Chief Financial Officer of the Company w.e.f. August 1, 2021.

18.5 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 of the Listing Regulations forms part of the Notice convening the ensuing Annual General Meeting of the Company.

19. Subsidiaries

19.1 As on March 31, 2022, the Company has 39 subsidiaries, 1joint venture and 5 associate companies in terms of the Companies Act, 2013, a list of which is given in Form No.AOC-1 forming part of this Annual Report. The salient features of the financial statements of the subsidiaries / joint ventures / associates and their contribution to the overall performance of the Company during the year under review has been provided in Form No.AOC-1 and notes to accounts respectively both forming part of this Annual Report.

19.2 Companies which became subsidiaries during the financial year under review: None19.3 Change of name of subsidiaries during the financial year under review: None19.4 Companies which ceased to be subsidiaries/ joint ventures during the financial year under review:

Sr. No. Name of the entity	Country	Remarks
1. Suzlon Project VIII LLC	USA	Under liquidation
2. Suzlon Wind Energy Corporation	USA	Under liquidation

19.5 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 statements of the subsidiaries / associate companies / joint ventures in Form No.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 website of the Company (www.suzlon.com).

19.6 Secretarial audit report of material subsidiaries:

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 the Company''s operations in future have been passed by any Regulator or Court or Tribunal.

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

23. Particulars of employees23.1 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:

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

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

During the year under review, the managing director or the whole-time director did not receive any commission / remuneration from any subsidiary of the Company.

23.5 Employees stock option plan (ESOP):

The Company had in past introduced ESOP for its employees and employees of its subsidiaries. As on March 31, 2022 and as on date of this Report, there are no ESOP schemes in force.

24. Related party disclosures and management discussion and analysis report

25. Corporate governance report

In terms of Para C of Schedule V of the Listing Regulations, a detailed report along with the auditors'' certificate of compliance 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.

26. Business responsibility report

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

27. Transfer to investor education and protection fund ("IEPF") set up by the Government of India

During the year under review, the Company was not required to transfer any unpaid or unclaimed dividend to the IEPF set up by the Government of India.

In terms of the provisions of the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2019 (the "IEPF Rules"), Mrs. Geetanjali S.Vaidya, the Company Secretary and Compliance Officer of the Company, has been designated as the Nodal Officer of the Company for the purpose of the IEPF Rules.

28. Other disclosures

28.1 Details of deposits in terms of Rule 8(5) of the Companies (Accounts) Rules, 2014:

During the year under review, the Company has not accepted any deposits falling within the purview of Section 73 of the Companies Act, 2013.

28.2 Details of equity shares with differential voting rights in terms of Rule 4(4) of the Companies (Share Capital and Debentures) Rules, 2014:

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

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

During the year under review, the Company has not issued any sweat equity shares.

28.4 Details of shares held in trust for the benefit of employees where the voting rights are not exercised directly by the employees in terms of Section 67 of the Companies Act, 2013:

Not applicable.

28.5 Detailed reasons for revision of financial statements and report of the Board in terms of Section 131(1) of the Companies Act, 2013:

The Company has not revised its financial statements or the Directors'' Report during the year under review in terms of Section 131 of the Companies Act, 2013.

28.6 Disclosures in terms of sexual harassment of women at workplace (prevention, prohibition and redressal) Act, 2013:

The Company has in place an Internal Complaints Committee, constituted under the Sexual Harassment of Women at Workplace (prevention, prohibition and redressal) Act, 2013, which entertains the complaints made by any aggrieved woman. During the year under review, there were three cases reported in this regard.

28.7 Disclosures pertaining to compliance with Secretarial Standards:

During the year under review, the Company has complied with the applicable Secretarial Standards.

28.8 Disclosures pertaining to credit rating:

Details pertaining to various credit ratings obtained by the Company have been provided in the Corporate Governance report forming part of this Annual Report.

28.9 Details pertaining to application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016):

During the year under review, there are no proceedings admitted or pending against the Company under the Insolvency and Bankruptcy Code, 2016 before any National Company Law Tribunal or other courts.

29. Acknowledgement

The Directors wish to place on record their appreciation for the co-operation and support received from the government and semi-government agencies, especially from the Ministry of New and Renewable Energy (MNRE), Government of India, all state level nodal agencies and all state electricity boards. The Directors are thankful to all the lenders, bankers, financial institutions and the Investor Group for their support to the Company. The Directors place on record their appreciation for continued support provided by the esteemed customers, suppliers, lenders, bankers, financial institutions, consultants, bondholders and the 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.

For and on behalf of the Board of Directors

Tulsi R.Tanti

Place : Pune Chairman and Managing Director

Date : May 25, 2022 DIN: 00002283

Mar 31, 2018

Dear Shareholders,

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

1. FINANCIAL RESULTS

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

Particulars		Standalone				Consolidated
	Rs. in Crores		USD in Million		Rs. in Crores		USD in Million
	2017-18	2016-17	2017-18	2016-17	2017-18	2016-17	2017-18	2016-17
Revenue from operations	6,142.62	9,229.21	942.41	1,423.16	8,292.25	12,692.53	1,272.21	1,957.21
Other operating income	23.86	16.47	3.66	2.54	41.59	21.84	6.38	3.37
Earnings before interest, tax, depreciation and amortization (EBITDA)	664.22	1,835.16	101.91	282.99	1,003.06	2,499.39	153.89	385.41
Less: Depreciation and amortisation expense	419.28	413.99	64.33	63.84	341.61	389.03	52.41	59.99
Earnings before interest and tax (EBIT)	244.94	1,421.17	37.58	219.15	661.45	2,110.36	101.48	325.42
Add: Finance income	369.16	400.97	56.64	61.83	79.17	88.82	12.15	13.70
Less: Finance costs	1,222.84	930.71	187.61	143.52	1,580.98	1,287.59	242.56	198.55
Profit/ (loss) before tax before exceptional items	(608.74)	891.43	(93.39)	137.46	(840.36)	911.59	(128.93)	140.57
Less: Exceptional items	546.00	535.78	83.77	82.62	(449.62)	-	(68.98)	-
Profit/ (loss) before tax	(1,154.74)	355.65	(177.16)	54.84	(390.74)	911.59	(59.95)	140.57
Less: Tax expense (Net of earlier years tax and MAT credit entitlement)	1.40	(0.05)	0.21		(1.56)	11.70	(0.24)	1.80
Profit/ (loss) after tax	(1,156.14)	355.70	(177.38)	54.84	(389.18)	899.89	(59.71)	138.76
Share of profit / (loss) of associates and joint ventures	N.A.	N.A.	N.A.	N.A.	5.17	(48.25)	0.79	(7.44)
Net profit/ (loss) for the year	(1,156.14)	355.70	(177.38)	54.84	(384.01)	851.64	(58.92)	131.32
Other comprehensive income/ (loss), net of tax	7.17	(9.94)	1.10	(1.53)	(189.27)	(239.68)	(29.04)	(36.96)
Total comprehensive income/ (loss), net of tax	(1,148.97)	345.76	(176.28)	53.31	(573.28)	611.96	(87.95)	94.37

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

2. COMPANYâS PERFORMANCE

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

On consolidated basis, the Group achieved revenue from operations of Rs.8,292.25 Crores and EBIT of Rs.661.45 Crores as against Rs.12,692.53 Crores and Rs.2,110.36 Crores respectively in the previous year. Net loss for the year is Rs.384.01 Crores as compared to net profit of Rs.851.64 Crores in the previous year. The increase in loss during the financial year under review as compared to previous year is primarily due to lower volumes on account of transition of Indian wind industry from feed in tariff (FIT) regime to competitive bidding.

3. APPROPRIATIONS

a) Transfer to reserves

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

b) Dividend

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

c) Dividend Distribution Policy

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

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

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

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

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

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

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

b) Amalgamation / Merger / Demerger

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

c) Transfer of WTG undertakings

During the financial year under review, the Company has signed Slump Sale Agreement on March 31, 2018 with Suzlon Gujarat Wind Park Limited (âSGWPLâ), a step down wholly owned subsidiary of the Company, for transfer of the wind turbine generator undertakings (âWTG undertakingsâ), along with all the assets and liabilities pertaining to the WTGs of the Company as a going concern on a slump sale basis, for the purpose of moving towards consolidating the Companyâs power production business in SGWPL. The said WTG undertakings were earlier transferred to the Company pursuant to the merger of its subsidiaries with the Company.

5. CAPITAL

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

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

Date ofallotment	No. of Securities	Remarks
April 25, 2017	1,67,50,807 equity shares of Rs.2/- each	Allotment pursuant to conversion of 4,300 USD 546,916,000 Step-up Convertible Bonds due 2019
May 3, 2017	1,36,34,377 equity shares of Rs.2/- each	Allotment pursuant to conversion of 3,500 USD 546,916,000 Step-up Convertible Bonds due 2019
May 12, 2017	7,31,58,180 equity shares of Rs.2/- each	Allotment pursuant to conversion of 18,780 USD 546,916,000 Step-up Convertible Bonds due 2019
June 3, 2017	5,61,73,638 equity shares of Rs.2/- each	Allotment pursuant to conversion of 14,420 USD 546,916,000 Step-up Convertible Bonds due 2019
June 26, 2017	79,70,268 equity shares of Rs.2/- each	Allotment pursuant to conversion of 2,046 USD 546,916,000 Step-up Convertible Bonds due 2019
July 20, 2017	9,87,12,902 equity shares of Rs.2/- each	Allotment pursuant to conversion of 25,340 USD 546,916,000 Step-up Convertible Bonds due 2019
August 12, 2017	2,89,74,999 equity shares of Rs.2/- each	Allotment pursuant to conversion of 7,438 USD 546,916,000 Step-up Convertible Bonds due 2019

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

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

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

Series	Outstanding amount (USD)	Exchange rate	Convertible on or before	Conversion price
USD 546,916,000 Step-up Convertible Bonds due 2019 (Restructured Bonds)	17,20,02,000	60.225	July 9, 2019	15.46

Note: Post March 31,2018 and upto the date of this Report, the Company has not received any notice(s) for conversion of FCCBs into equity shares.

6. EXTRACT OF THE ANNUAL RETURN

The extract of the annual return in Form MGT-9 in terms of Section 92(3)of the Companies Act, 2013forthefinancialyear under review has been provided in an Annexure which forms part of the Directorsâ Report.

7. NUMBEROFBOARDMEETINGSHELD

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

8. DIRECTORSâRESPONSIBILITYSTATEMENT

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

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

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

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

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

e) the directors, in the case of a listed company, had laid down internal financial controls to be followed by the Company and that such internalfinancial controlsareadequateandwere operating effectively; and

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

9. ASTATEMENTONDECLARATIONGIVENBYINDEPENDENTDIRECTORS

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

10. COMPANYâSPOLICYONDIRECTORâSAPPOINTMENTANDREMUNERATION

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

11. AUDITORS AND AUDITORSâ OBSERVATIONS

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

Statutory Auditorsâ Observation(s) in Audit Report and Directorsâ explanation thereto - None

b) Secretarial Auditor - Pursuant to the provisions of Section 204 of the Companies Act, 2013 and Rules made thereunder, Mr. Dinesh Joshi, Partner, Kanj & Associates, Company Secretaries, Pune (Membership No.F3752 and C.P.No.2246) has been appointed asthe Secretarial Auditorto conductthe Secretarial Auditforthefinancial year 201718. ASecretarial Audit Report in Form MR-3 given bythe Secretarial Auditor has been provided in an Annexure which forms part ofthe Directorsâ Report.

Secretarial Auditorsâ Observation(s) in Secretarial Audit Report and Directorsâ explanation thereto -None

c) Cost Auditors - M/s. D.C.Dave & Co., Cost Accountants, Mumbai (Registration No.000611) had been appointed as the Cost Auditors for conducting audit ofcost accounting records ofthe Companyfor the financial year 2017-18. The due date of submitting the cost audit report by the Cost Auditor to the Company for the financial year 2017-18 is within a period ofone hundred eightydaysfrom the end ofthefinancial year, i.e. March 31,2018. Thereafter,the Companyshall filea copy of the Cost Audit Report in Form CRA-4 within a period ofthirty days from the date of its receipt. The Cost Audit Report for the financial year 2016-17 dated September 26, 2017 issued by M/s. D.C.Dave & Co., Cost Accountants, Mumbai (Registration No.000611) was filed with the Ministry of Corporate Affairs, Government of India, on October 24,2017.

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

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

12. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

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

13. PARTICULARS OF CONTRACTS/ARRANGEMENTS WITH RELATED PARTIES

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

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

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

15. RISK MANAGEMENT

In terms of the Listing Regulations, though not mandatorily required, the Company has constituted a Risk Management Committee, the details ofwhich have been provided in the Corporate Governance Report forming part ofthis Annual Report. The Board ofDirectors has approved a Risk Management Policy which is available on Companyâs website (www.suzlon.com). The Companyâs risk management and mitigation strategy has been discussed in the Management Discussion and Analysis Report forming part ofthis Annual Report. The Board of Directors have not found any risk which in its view may threaten the existence ofthe Company.

16. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company has constituted the CSR Committee in accordance with Section 135(1) ofthe Companies Act, 2013, the details ofwhich have been provided in the Corporate Governance Reportforming part ofthisAnnual Report. The Board ofDirectors has approved the CSR Policy which is available on the Companyâs website (www.suzlon.com). The Annual Report on CSR activities as required to be given under Section 135 ofthe Companies Act, 2013 and Rule 8 ofthe Companies (Corporate Social Responsibility Policy) Rules, 2014 has been provided in an Annexure which forms part ofthe Directorsâ Report forming part of this Annual Report.

17. ANNUALEVALUATION OF BOARDâS PERFORMANCE

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

18. DIRECTORS/KEYMANAGERIALPERSONNELAPPOINTED/RESIGNEDDURINGTHEFINANCIALYEARANDUPTOTHE DATE OF THIS REPORT

Appointment / re-appointment of Executive Directors - In terms of the recommendation of the Nomination and Remuneration Committee ofthe Board of Directors ofthe Company at its meeting held on March 22, 2017 and the Board of Directors ofthe Company at its meeting held on March 23, 2017, the shareholders ofthe Company, at their Twenty Second Annual General Meeting held on September 22,2017, approved the re-appointmentofMr. Tulsi R.Tanti (DIN: 00002283) asthe Managing DirectoroftheCompanywith effectfrom April 1,2017 forafurther period of5 (Five)years, i.e. upto March 31,2022.

Re-appointment of directors retiring by rotation - Mr. Girish R.Tanti (DIN: 00002603), the Non-Executive Director and Mr. Tulsi R.Tanti (DIN: 00002283),the Chairman & Managing Director retire by rotation atthe ensuing Annual General Meeting and being eligible offerthemselvesfor re-appointment.

Change in nominee director - During the financial year under review, IDBI Bank Limited has substituted its Nominee Director on the Board ofthe Company bywithdrawing nomination of Mr. Sunit Sarkar (DIN: 02806212) and instead nominating Mr. Brij Mohan Sharma (DIN: 07193258) asthe Nominee Director of IDBI Bank Limited on the Board ofthe Company. Accordingly, Mr. Brij Mohan Sharma has been appointed as an Additional Director in the capacity as a Nominee Director with effect from January 1, 2018 to hold office till the conclusion of ensuing Annual General Meeting and being eligible offers himself for appointment as Director ofthe Company. The Nomination and Remuneration Committee has recommended theappointment of Mr. Brij Mohan Sharma as the Director designated as the âNon-Executive Directorâ who shall not be liable to retire by rotation. Mr. Sunit Sarkar ceased to be the Nominee Director ofthe Companywith effectfrom January 1, 2018. Post March 31, 2018, pursuant to withdrawal of nominee director by Power Finance Corporation Limited (PFC), Mr. Rajiv Ranjan Jha (DIN: 03523954), the Nominee Director appointed by PFC ceased to be the Director ofthe Companyw.e.f. April 6,2018. The Board expresses its appreciation for the valuable services rendered and matured advice provided by Mr. Sunit Sarkar and Mr. Rajiv RanjanJha during their association with the Company.

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

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

19. SUBSIDIARIES

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

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

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

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

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

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

d) Consolidated financial statements

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

20. SIGNIFICANTANDMATERIALORDERSPASSEDBYTHEREGULATORS

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

21. INTERNAL FINANCIAL CONTROLS ANDTHEIRADEQUACY

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

22. AUDITCOMMITTEE

23. PARTICULARS OF EMPLOYEES

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

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

b) Disclosures pertainingto remuneration ofdirectors as required underScheduleVtotheCompaniesAct, 2013

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

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

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

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

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

e) Employeesstockoption plans

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

24. RELATED PARTY DISCLOSURES & MANAGEMENT DISCUSSION AND ANALYSIS REPORT

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

25. CORPORATE GOVERNANCE

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

26. BUSINESS RESPONSIBILITYREPORT

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

27. TRANSFERTO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

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

28. OTHER DISCLOSURES

a) Details of Deposits in terms of Rule 8(5) of the Companies (Accounts) Rules, 2014 - During the financial year under review,theCompanydidnotacceptanydepositsfallingwithinthepurviewofSection73oftheCompaniesAct,2013.

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

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

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

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

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

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

29. ACKNOWLEDGEMENT

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

For and on behalf of the Board of Directors

Place: Pune Tulsi R.Tanti

Date : May 30, 2018 Chairman & Managing Director

DIN : 00002283

Mar 31, 2017

Dear Shareholders,

The Directors present the Twenty Second Annual Report of your Company together with the audited standalone and consolidated financial statements for the financial year ended March 31, 2017.

1. FINANCIAL RESULTS

The audited standalone and consolidated financial results for the year ended March 31, 2017 are as under:

Particulars	Standalone				Consolidated
	Rs in Crore		USD in Million		Rs in Crore		USD in Million
	2016-17	2015-16	2016-17	2015-16	2016-17	2015-16	2016-17	2015-16
Revenue from operations	9,229.21	5,913.03	1,423.16	892.43	12,692.53	9,429.58	1,957.21	1,423.17
Other operating income	16.47	29.29	2.54	4.42	21.84	53.90	3.37	8.13
Earnings before interest, tax, depreciation and amortization (EBITDA)	1,835.16	838.98	282.99	126.62	2,499.39	1,101.81	385.41	166.29
Less: Depreciation and amortisation expense	413.99	420.50	63.84	63.46	389.03	391.76	59.99	59.12
Earnings before interest and tax (EBIT)	1,421.17	418.48	219.15	63.16	2,110.36	710.05	325.42	107.17
Add: Finance income	400.97	535.27	61.83	80.79	88.82	98.38	13.70	14.85
Less: Finance costs	930.71	776.01	143.52	117.12	1,287.59	1,304.02	198.55	196.81
Profit / (loss) before tax before exceptional items	891.43	177.74	137.46	26.83	911.59	(495.59)	140.57	(74.79)
Less: Exceptional items	535.78	(187.25)	82.62	(28.26)	-	(1,079.56)	-	(162.93)
Profit / (loss) before tax	355.65	364.99	54.84	55.09	911.59	583.97	140.57	88.14
Less: Tax expense (Net of earlier years tax and MAT credit entitlement)	(0.05)	(12.54)		(1.89)	11.70	(23.61)	1.80	(3.56)
Profit / (loss) after tax	355.70	377.53	54.84	56.98	899.89	607.58	138.76	91.71
Share of profit / (loss) of associates and jointly controlled entities	N.A	N.A	N.A	N.A	(48.25)	(24.48)	(7.44)	(3.69)
Net profit / (loss) for the year	355.70	377.53	54.84	56.98	851.64	583.10	131.32	88.01
Other comprehensive income / (loss), net of tax	(9.94)	(1.07)	(1.53)	(0.16)	(239.68)	(121.79)	(36.96)	(18.38)
Total comprehensive income / (loss), net of tax	345.76	376.46	53.31	56.82	611.96	461.31	94.37	69.63

1 US$ = Rs 64.8500 as on March 31, 2017 (1 US$ = Rs 66.2575 as on March 31, 2016)

The financial statements for the year ended March 31, 2017 have been prepared under Ind AS (Indian Accounting Standards) for the first time by the Company. The financial statements for the year ended March 31, 2016 have been restated in accordance with Ind AS for comparative information. Further, the financial statements for the year ended March 31, 2017 and March 31, 2016 have been updated so as to give effect to the composite schemes of amalgamation and arrangement for merger and demerger. For details, refer Notes to Accounts forming part of this Annual Report.

2. COMPANYâS PERFORMANCE

On a standalone basis, the Company achieved revenue from operations of Rs 9,229.21 Crore and EBIT of Rs 1,421.17 Crore as against Rs 5,913.03 Crore and Rs 418.48 Crore respectively in the previous year. Net profit for the year is Rs 355.70 Crore as compared to Rs 377.53 Crore in the previous year.

On consolidated basis, the Group achieved revenue from operations of Rs 12,692.53 Crore and EBIT of Rs 2,110.36 Crore as against Rs 9,429.58 Crore and Rs 710.05 Crore respectively in the previous year. Net profit for the year is Rs 851.64 Crore as compared to net profit of Rs 583.10 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 has not recommended any dividend on equity shares for the year under review.

c) Dividend Distribution Policy

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) Sale of Solar SPVs - During the year under review, the Company signed Share Subscription and Shareholdersâ Agreements by whatever name called, in respect of its solar special purpose vehicles (âSPVsâ), the details of which are as under:

- CLP Windfarms (India) Private Limited (âCLPâ) and SE Solar Limited (âSE Solarâ), for setting-up 100 MW solar power project in the State of Telangana under SE Solar and eventually sale of SE Solar to CLP;

- Unisun Energy Private Limited (âUnisunâ) and Vayudoot Solarfarms Limited (âVayudootâ) for setting-up 15 MW solar power project in the State of Telangana under Vayudoot and eventually sale of Vayudoot to Unisun;

- Canadian Solar Energy Holding Singapore 1 Pte. Ltd. (âCanadian Solarâ) and Amun Solarfarms Limited (âAmunâ) and Avighna Solarfarms Limited (âAvighnaâ) for setting-up 15 MW solar power project each in the State of Telangana under Amun and Avighna respectively, and eventually sale of the said Amun and Avighna to Canadian Solar;

- AMP Solar India Private Limited (âAMPâ) and Rudra Solarfarms Limited (âRudraâ) for setting-up 15 MW solar power project in the State of Telangana under Rudra and eventually sale of Rudra to AMP.

- Ostro Energy Private Limited (âOstroâ) for setting-up 50 MW solar power project in the State of Telengana under Prathamesh Solarfarms Limited (âPrathameshâ), 20 MW solar power project each under Heramba Renewables Limited (âHerambaâ) and Shreyas Solarfarms Limited (âShreyasâ) and 10 MW solar power project each under Aalok Solarfarms Limited (âAalokâ) and Abha Solarfarms Limited (âAbhaâ) aggregating to 60 MW in the State of Rajasthan and eventually sale of the said Prathamesh, Heramba, Shreyas, Aalok and Abha to Ostro.

b) Amalgamation / Merger / Demerger

With a view to consolidate the manufacturing activities, to optimise on cost and to have enhanced efficiency, the Company had initiated a Composite Scheme of Amalgamation and Arrangement (the âSchemeâ) involving merger of three wholly owned subsidiaries, namely, SE Blades Limited, SE Electricals Limited and Suzlon Wind International Limited into the Company, and demerger of tubular tower manufacturing division of another wholly owned subsidiary, namely, Suzlon Structures Limited (now known as Suzlon Global Services Limited), into the Company. The final hearing of the Scheme has been undertaken by the Honourable National Company Law Tribunal, Ahmedabad Bench (âNCLTâ) and the final order has been passed on May 31, 2017 sanctioning the Scheme which has become effective from June 1, 2017 from the respective appointed dates, i.e. January 1, 2016 for merger and April 1, 2016 for demerger, consequent upon filing of the certified copy of the Order issued by the Honourable National Company Law Tribunal, Ahmedabad Bench, with the Registrar of Companies, Gujarat.

5. CAPITAL

a) Increase in authorised share capital - The Authorised Share Capital of the Company has been increased from Rs 1,500.00 Crore divided into 7,500,000,000 Equity Shares of Rs 2/- each to Rs 2,498.00 Crore divided into 12,490,000,000 Equity Shares of Rs 2/- each by virtue of Common Final Order passed by NCLT approving the Composite Scheme of Amalgamation and Arrangement.

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

Date of allotment	No. of Securities	Remarks
August 23, 2016	3,895,536 equity shares of Rs 2/- each	Allotment pursuant to conversion of 1,000 USD 546,916,000 Step-up Convertible Bonds due 2019
Post March 31, 2017 and up to the date of this Report, the Company has made following allotments:
Date of allotment	No. of Securities	Remarks
April 25, 2017	16,750,807 equity shares of Rs 2/- each	Allotment pursuant to conversion of 4,300 USD 546,916,000 Step-up Convertible Bonds due 2019
May 3, 2017	13,634,377 equity shares of Rs 2/- each	Allotment pursuant to conversion of 3,500 USD 546,916,000 Step-up Convertible Bonds due 2019
May 12, 2017	73,158,180 equity shares of Rs 2/- each	Allotment pursuant to conversion of 18,780 USD 546,916,000 Step-up Convertible Bonds due 2019
June 3, 2017	56,173,638 equity shares of Rs 2/- each	Allotment pursuant to conversion of 14,420 USD 546,916,000 Step-up Convertible Bonds due 2019
June 26, 2017	7,970,268 equity shares of Rs 2/- each	Allotment pursuant to conversion of 2,046 USD 546,916,000 Step-up Convertible Bonds due 2019
July 20, 2017	9,87,12,902 equity shares of Rs 2/- each	Allotment pursuant to conversion of 25,340 USD 546,916,000 Step-up Convertible Bonds due 2019

Accordingly, the paid-up share capital of the Company as on the date of this Report is Rs 1058.16 Crore divided into 529,07,99,122 equity shares of Rs 2/- each.

c) Global Depository Receipts (GDRs) - The outstanding GDRs as on March 31, 2017 are 2,749,000 representing 10,996,000 equity shares of Rs 2/- each. Each GDR represents four underlying equity shares in the Company.

d) Foreign Currency Convertible Bonds (âFCCBsâ) - During the year under review, the outstanding USD 175,000,000 5% Convertible Bonds due 2016 worth USD 28.80 Million in principal amount, along with the applicable 8.7% redemption premium were repaid in cash on April 14, 2016. Further, during the year under review, 3,895,536 equity shares of Rs 2/- each have been allotted to the Bondholders pursuant to conversion of 1,000 USD 546,916,000 Step-up Convertible Bonds due 2019. The details of outstanding convertible securities as on March 31, 2017 are as under:

Series	Outstanding Amount (USD) as on March 31, 2017	Exchange Rate	Convertible on or before	Conversion Price
USD 546,916,000 Step-up Convertible Bonds due 2019 (Restructured Bonds)	247,826,000	60.225	July 9, 2019	15.46

Post March 31, 2017 and till the date of this Report, certain Bondholders forming part of the Restructured Bonds have elected to convert their respective bonds aggregating to 68,386 Bonds worth USD 68,386,000 into 266,400,172 equity shares of the Company and accordingly the details of outstanding convertible securities as on date of this Report are as under:

Series	Outstanding Amount (USD) as on date of this Report	Exchange Rate	Convertible on or before	Conversion Price
USD 546,916,000 Step-up Convertible Bonds due 2019 (Restructured Bonds)	179,440,000	60.225	July 9, 2019	15.46

Note: As on date of this Report, the Company has received notice(s) for conversion of 7,438 FCCBs to be converted into 28,974,999 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 Directorsâ 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. DIRECTORSâ 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 Listing Regulations and there has been no change in the circumstances which may affect their status as Independent Directors.

10. COMPANYâS POLICY ON DIRECTORâS APPOINTMENT AND REMUNERATION

In accordance with Section 178 of the Companies Act, 2013 and the Listing Regulations, the âBoard Diversity and Remuneration Policyâ as approved by the Nomination and Remuneration Committee of the Board of Directors is available on the Companyâs 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 AUDITORSâ 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), the Joint Statutory Auditors of the Company hold office till the conclusion of the ensuing Annual General Meeting of the Company and are liable for mandatory rotation in terms of the provisions of the Companies Act, 2013. Accordingly, the Audit Committee of the Board of Directors of the Company has at its meeting held on February 10, 2017, recommended appointment of M/s. Deloitte Haskins & Sells LLP, Chartered Accountants (Firm Registration No.117366W/W-100018) as the Statutory Auditors of the Company to hold office for a period of 5 (Five) years from the conclusion of the ensuing Annual General Meeting. The Board of Directors recommends appointment of M/s. Deloitte Haskins & Sells LLP, Chartered Accountants (Firm Registration No.117366W/W-100018) in place 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 for a period of 5 (Five) consecutive years, i.e. till the conclusion of the Twenty Seventh Annual General Meeting of the Company.

Statutory Auditorsâ Observation(s) in Audit Report and Directorsâ explanation thereto -

i) In respect of Note 5 of the standalone financial statements regarding accounting of financial guarantee provided by the Company (along with its six Indian subsidiaries and a jointly controlled entity) in respect of borrowing availed by one of its subsidiary based in the Netherlands.

Suzlon Energy Limited and its identified subsidiaries and a jointly controlled entity (collectively âthe Group¹) are obligors under the Onshore SBLC Facility Agreement and have provided security under the Offshore SBLC Facility Agreement in connections with a SBLC issued by State Bank of India of USD 655 Million for securing the credit facility and covered bonds availed by AE Rotor Holding B.V(AERH), a step-down wholly owned subsidiary of the Company. The Group has classified the Onshore facility availed as a financial guarantee contract. AERH has a borrowing of USD 626 million as at March 31, 2017, which is due for repayment in March 2018, as per original schedule. The Group has obtained No Objection Certificate from the SBLC lenders as well as approval from Reserve Bank of India for extension of SBLC from April 2018 to April 2023. The Group believes that based on the strength of extended SBLC, the outstanding borrowing of AERH can be extended/refinanced by the existing lenders or by new lenders. AERH and its subsidiaries are engaged in dealing of WTGs in international markets and the cash-flows generated from these business activities will be used for serving the finance cost as well as towards part repayment of outstanding debt of AERH. The ability of AERH to repay the outstanding debt is primarily dependent on generation of cash-flows from business operations in overseas market. The Company management believes that AERH has reasonable business forecast over the next few years and estimates that AERH will be able to refinance the outstanding debt, if required and meet the debt obligations as and when they fall due and hence they believe that the financial guarantee obligation is not required to be recognised in financial statements and it has been disclosed as contingent liability.

ii) In respect of Note 6 of the consolidated financial statements and Note 7 of the standalone financial statements regarding issuance of fresh audit report on updated financial statements.

The standalone and consolidated financial statements of the Company for the year ended March 31, 2017 were earlier approved by the Board of Directors at its meeting held on May 19, 2017. Those standalone and consolidated Ind AS financial statements have been revised by the Company so as to give effect to the composite schemes of amalgamation and arrangement approved by the Honourable National Company Law Tribunal, Ahmedabad Bench vide its order dated May 31, 2017, filed by the Company with the Registrar of Companies, Gujarat on June 1, 2017, with effect from appointed dates, January 1, 2016 for merger and April 1, 2016 for the demerger. As a result, the standalone and consolidated financial statements have been updated by the Company to give effect to the said composite schemes of amalgamation and arrangement and fresh audit report has been issued by the auditors on the updated financial statements. The auditors have issued an Emphasis of Matter paragraph on the same for information purpose.

iii) In respect of Note 8 of the standalone financial statements regarding accounting of goodwill on amalgamation

The Company has recognised goodwill on amalgamation aggregating to Rs.1,059.80 Crore and amortised the same in accordance with the composite scheme of amalgamation and arrangement approved by the Honourable National Company Law Tribunal. The Company has incorporated the accounting effects in its books of accounts as per the accounting treatment prescribed in the Scheme which is in compliance and accordance with the accounting standards applicable to the Company as of the appointed date of the Scheme.

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 2016-17. 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 Auditorsâ Observation(s) in Secretarial Audit Report and Directorsâ explanation thereto -

i) As per Regulation 17(1)(b) of LODR, the Company had 5 independent directors instead of 6 independent directors for the period commencing from April 1, 2016 till August 11, 2016; however, the Company was compliant of Regulation 17 of the Listing Regulations since August 12, 2016.

Mrs. Vijaya Sampath (DIN: 00641110) has been appointed as an Independent Director on the Board of the Company for a terms of 5(Five) years with effect from August 12, 2016. Accordingly, the Company is compliant of Regulation 17 of the Listing Regulations with effect from August 12, 2016.

c) Cost Auditor - M/s. D.C.Dave & Co., Cost Accountants, Mumbai (Registration No.000611) had been appointed as the Cost Auditors for conducting audit of cost accounting records of the Company for the financial year 2016-17. The due date of submitting the cost audit report by the Cost Auditor to the Company 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. Thereafter, the Company shall file a copy of the Cost Audit Report in Form CRA-4 within a period of thirty days from the date of its receipt. The Cost Audit Report for the financial year 2015-16 dated September 13, 2016 issued by M/s.N.I.Mehta & Co., Cost Accountants, Mumbai (Registration No.000023) was filed with the Ministry of Corporate Affairs, Government of India, on October 6, 2016.

Further, in terms of Section 148 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 and pursuant to the recommendation of the Audit Committee, M/s. D.C.Dave & Co. Cost Accountants, Mumbai (Registration No.000611) have been appointed as Cost Auditors for conducting audit of cost accounting records of the Company for the financial year 2017-18 at a remuneration of Rs 5,00,000/- (Rupees Five Lacs Only), which shall be subject to ratification by the shareholders at the Twenty Second Annual General Meeting.

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. Shyamal Budhdev, Chartered Accountant (Membership No.43952) as the Internal Auditor of the Company in place of Mr. Sandip Shah, Chartered Accountant (Membership no.106157).

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 be given in Form AOC-2, have been provided in an Annexure which forms part of the Directorsâ 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 Directorsâ 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 Companyâs website (www.suzlon.com). The Companyâs 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 Companyâs 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 Directorsâ Report.

17. ANNUAL EVALUATION OF BOARDâS PERFORMANCE

The information pertaining to Annual Evaluation of Boardâs performance as required to be provided 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 UPTO THE DATE OF THIS REPORT

Appointment / re-appointment of Executive Directors - In terms of the recommendation of Nomination and Remuneration Committee and approval of the Board at their respective meetings held on August 12, 2016, the shareholders of the Company at their Twenty First Annual General Meeting approved the appointment of 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 3 (Three) years, i.e. up to September 30, 2019. Further, in terms of the recommendation of the Nomination and Remuneration Committee of the Board of Directors of the Company at its meeting held on March 22, 2017 and the Board of Directors of the Company at its meeting held on March 23, 2017, Mr. Tulsi R.Tanti (DIN: 00002283) has been reappointed as the Managing Director of the Company with effect from April 1, 2017 for a further period of 5 (Five) years, i.e. up to March 31, 2022, 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. Vinod R.Tanti (DIN: 00002266), the Wholetime Director & Chief Operating Officer and Mr. Rajiv Ranjan Jha (DIN: 03523954), the non-executive director retire by rotation at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment.

Change in nominee director - During the year under review, IDBI Bank Limited has substituted its Nominee Director on the Board of the Company by withdrawing nomination of Mrs. Medha Joshi (DIN: 00328174) and instead nominating Mr. Sunit Sarkar (DIN: 02806212) as the Nominee Director of IDBI Bank Limited on the Board of the Company. Accordingly, Mr. Sunit Sarkar has been appointed as an Additional Director in the capacity as a Nominee Director with effect from November 11, 2016 to hold office till the conclusion of ensuing Annual General Meeting and being eligible offers himself for appointment as Director of the Company. The Nomination and Remuneration Committee has recommended the appointment of Mr. Sunit Sarkar as the Director designated as the âNon Executive Directorâ who shall 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 Mr. Sunit Sarkar for the office of the Director of the Company. Mrs. Medha Joshi ceased to be the Nominee Director of the Company with effect from November 11, 2016. The Board expresses its appreciation for the valuable services rendered and matured advice provided by Mrs. Medha Joshi during her association with the Company.

Key Managerial Personnel - During the year under review, Mr. J.P Chalasani (DIN: 00308931) has been appointed as the Chief Executive Officer, designated as Group Chief Executive Officer, with effect from April 4, 2016 and Mr. Sanjay Baweja (DIN: 00232126) has been appointed as the Chief Financial Officer of the Company w.e.f. December 19, 2016 in place of Mr. Kirti J.Vagadia (DIN: 00605991).

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 of the Listing Regulations forms part of the Notice convening the ensuing Annual General Meeting of the Company.

19. SUBSIDIARIES

As on March 31, 2017, the Company has 65 subsidiaries (including SE Blades Limited, SE Electricals Limited and Suzlon Wind International Limited which have been merged with the Company w.e.f. June 1, 2017) and 2 joint ventures in terms of the Companies Act, 2013, a list of which is given in Form No.MGT9 - Extract of Annual Return forming part of this Annual Report. The salient features of the financial statement of subsidiaries /joint ventures / associates and their contribution to the overall performance of the Company during the period under review have been provided in Form AOC-1 and Notes to Accounts respectively both forming part of this Annual Report.

a) Companies which became subsidiaries during the year under review

Sr. No.	Name of the entity	Country
1.	Anshuman Renewables Limited	India
2.	Sharanya Renewables Limited	India
3.	Suryoday Renewables Limited	India
4.	Rashmi Renewables Limited	India
5.	Souravi Renewables Limited	India
6.	Saroja Renewables Limited	India
7.	Shanay Renewables Limited	India
8.	Suyash Renewables Limited	India
9.	Rajat Renewables Limited	India
10.	Kanak Renewables Limited	India
11.	Gale Green Urja Limited	India
12.	Wharton Wind LLC	USA

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

Sr. No.	Previous name of the entity	New name of the entity
1.	Gale Solarfarms Private Limited	Gale Solarfarms Limited
2.	Tornado Solarfarms Private Limited	Tornado Solarfarms Limited
3.	Abha Solarfarms Private Limited	Abha Solarfarms Limited
4.	Aalok Solarfarms Private Limited	Aalok Solarfarms Limited
5.	Shreyas Solarfarms Private Limited	Shreyas Solarfarms Limited
6.	Heramba Wind Energy Limited	Heramba Renewables Limited
7.	Sirocco Wind Energy Limited	Manas Renewables Limited
8.	Vakratunda Wind Energy Limited	Vakratunda Renewables Limited
9.	Varadvinayak Wind Energy Limited	Varadvinayak Renewables Limited
10.	Vignaharta Wind Energy Limited	Vignaharta Renewable Energy Limited
11.	Suzlon Structures Limited	Suzlon Global Services Limited

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

Sr. No.	Name of the entity	Country	Remarks
1.	Rashmi Renewables Limited	India	Sold
2.	Souravi Renewables Limited	India	Sold
3.	Suzlon Global Services Limited	India	Merged with Suzlon Structures Limited now known as Suzlon Global Services Limited
4.	Suzlon Energy PLC	United Kingdom	Liquidated
5.	Suzlon Energy Australia RWFD Pty Ltd	Australia	Liquidated
6.	Suzlon Energy GmbH	Germany	Merged
7.	Suzlon Windenergie GmbH	Germany	Merged

Note: Post March 31, 2017, SE Blades Limited, SE Electricals Limited and Suzlon Wind International Limited have been merged with the Company w.e.f. June 1, 2017.

d) Rationalisation of international OMS business

The international OMS business of the Group was carried through multiple companies each having a geographical jurisdiction of its own, outside India. The shareholding of all these entities was sought to be rationalized such that, international OMS vertical can be identified separately and the flexibility for any structural initiatives in future is available. Pursuant to the above objective, during the financial year under review, there has been transfer of investments by the Company and one of the wholly owned subsidiaries to other wholly owned subsidiaries of the Company.

e) 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 statements 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 Companyâs 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 Companyâs 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

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

During the financial year under review, the Managing Director of the Company has received remuneration of USD 83,333 from Suzlon Wind Energy Corporation, USA (âSWECOâ) in his capacity as Chairman of SWECO. Besides this, the Managing Director did not receive any commission / remuneration from any other subsidiaries of the Company during the year under review. Further, the Wholetime Director & Chief Operating Officer was paid remuneration from Suzlon Wind International Limited, a wholly owned subsidiary till September 30, 2016. Thereafter, the Wholetime Director & Chief Operating Officer did not receive any commission / remuneration from any subsidiary of the Company.

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 Directorsâ Report.

e) Employees stock option plans

The Company has introduced few Employee Stock Option Plans (âESOPsâ) for its employees and employees of its subsidiaries (hereinafter referred to as the âSchemesâ). 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 Directorsâ 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 Companyâs website (www.suzlon.com).

24. RELATED PARTY DISCLOSURES & MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The disclosures pertaining to Related Party Transactions as required to be given in terms of Para A of Schedule V of the Listing Regulations have been provided in an Annexure which forms part of the Directorsâ Report. Further, the Management Discussion and Analysis Report on the operations and financial position of the Company has been provided in a separate section which forms part 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. The auditorsâ certificate on compliance with corporate governance requirements by the Company is attached to the Corporate Governance Report.

26. BUSINESS RESPONSIBILITY REPORT

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

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

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

28. 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 directorsâ report during the year under review in terms of Section 131 of the Companies Act, 2013.

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 woman. During the year under review, there was 1 (one) complaint received, which has been resolved.

29. ACKNOWLEDGEMENT

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 : Pune Tulsi R.Tanti

Date : August 11, 2017 Chairman & Managing Director

DIN.: 00002283

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 Â

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 Â 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 Â 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 Â 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 IndÃºstria, 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 IndÃºstria, 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 Â Â Â Â

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 Â 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 Â 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 Â 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 Â 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 Â 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 Â 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 Â 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 Â "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. EÃ³lica FaÃsa S.A. Sold

3. EÃ³lica FaÃsa I - GeraÃ§Ã£o E ComercializaÃ§Ã£o De Energia S.A. Sold

4. EÃ³lica FaÃsa II - GeraÃ§Ã£o E ComercializaÃ§Ã£o De Energia S.A. Sold

5. EÃ³lica FaÃsa III - GeraÃ§Ã£o E ComercializaÃ§Ã£o De Energia S.A. Sold

6. EÃ³lica FaÃsa IV - GeraÃ§Ã£o E ComercializaÃ§Ã£o De Energia S.A. Sold

7. EÃ³lica FaÃsa V - GeraÃ§Ã£o E ComercializaÃ§Ã£o 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 Â 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 Â 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 Â 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 Â 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 Â 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

Mar 31, 2011

Dear Shareholders,

The Directors present the 16th Annual Report of your Company together with the audited accounts for the financial year ended March 31, 2011.

FINANCIAL PERFORMANCE

The standalone and consolidated audited financial results for the year ended March 31, 2011 are as follows:

Particulars Standalone Consolidated

Rs. in crore USD in million* Rs. in crore USD in million*

2010-11 2009-10 2010-11 2009-10 2010-11 2009-10 2010-11 2009-10

Sales and service income 4,357. 55 3,488. 68 977.14 776.99 17,879. 13 20,619. 66 4,009. 22 4,592. 35

Other operating income 8.84 20.25 1.98 4.51 211.10 159.55 47.34 35.53

Earnings / (loss) before 180.05 (242.70) 40.37 (54.05) 808.13 943.05 181.22 210.03 interest, deprecia -tion and tax (EBIDTA)

Add: Other non operat -ing 331.67 222.89 74.37 49.64 106.60 69.46 23.90 15.47 income

Less: Interest 578.04 653.59 129.62 145.57 1,135. 67 1,195. 03 254.66 266.15

Less: Deprecia -tion 156.89 126.27 35.18 28.12 657.40 662.97 147.42 147.65

Loss before tax & exceptio -nal (223.21)(799.67) (50.05)(178.10)(878.34)(845.49)(196.96)(188.30) Items

Less: Exceptio -nal items 37.28 439.02 8.36 97.78 253.28 (211.89) 56.80 (47.19)

Loss before tax (260.49)(1,238. 69) (58.41)(275.88)(1,131. 62) (633.60)(253.75)(141.11)

Less: Current tax (19.19) - (4.30) - 146.90 181.65 32.94 40.46 (Net of earlier years tax and MAT credit entitle -ment)

Less: Deferred tax (55.64) 175.40 (12.48) 39.06 38.37 174.45 8.60 38.85

Less: Fringe benefit tax 0.03 - 0.01

Loss after tax (185.66)(1,414. 09) (41.63)(314.94) (1,316. 89)(989.73) (295.30)(220.43)

Add: Share in associa -te's N.A. N.A. N.A. N.A. (27.83) 16.12 (6.24) 3.59 profit / (loss) after tax

Less: Share of loss / (profit) of N.A. N.A. N.A. N.A. (20.75) 8.95 (4.65) 1.99 minority

Net Loss (185.66)(1,414. 09)(41.63)(314.94)(1,323. 97)(982.56)(296.89) (218.83)

Add: Balance brought 386.00 1,800. 09 85.97 400.91 943.03 1,925. 60 210.03 428.86 forward

Profit available for 200.34 386.00 44.34 85.97 (380.94) 943.04 (86.86) 210.03 appropria -tions

Less: Tax on dividends - - - - - 0.01 - 0.00

Less: Transfer to legal and - - - - 142.22 - 31.89 - statutory reserve

Less: Transfer to capital - - - - 30.00 - 6.73 - redemption reserve

Surplus carried to balance sheet 200.34 386.00 44.34 85.97(553.16) 943.03(125.48) 210.03

*1 USD = Rs. 44.60 as on March 31, 2011 (1 USD = Rs. 44.90 as on March 31, 2010)

2. OPERATIONS REVIEW

On a standalone basis, the Company achieved sale of Rs.4,357.55 crore as against Rs.3,488.68 crore in the previous year. Net loss after tax is lower at Rs.185.66 crore as compared to net loss after tax of Rs.1,414.09 crore in the previous year. Though the volumes and performance improved compared to previous year, the costs could not be recovered fully as recessionary trends continue to persist in Europe and the USA.

On consolidated basis, the sale is lower at Rs.17,879.13 crore as against Rs.20,619.66 crore in the previous year. Net loss after tax, share in associate's profit and minority interest is Rs. 1,323.97 crore as compared to loss of Rs. 982.56 crore in the previous year. In the previous year, sale of Hansen stake contributed profit of Rs. 211.89 crore while in the current year provision towards diminution in investment in Hansen resulted into increase in loss by Rs. 216.00 crore.

3. DIVIDEND

In view of losses incurred during the financial year 2010-11, the Board of Directors does not recommend any dividend for the year under review.

4. CAPITAL

The movement in Authorised Share Capital and Paid-up Share Capital during the year under review is given as under:

Changes in Authorised Share Capital

The Authorised Share Capital of the Company was increased from Rs.445,00,00,000/- to Rs.700,00,00,000/- by creation of 127,50,00,000 equity shares of Rs.2/- each.

Changes in Paid-up Share Capital

The Company allotted 8,000 equity shares of Rs.2/- each at a premium of Rs.49/- per equity share i.e. at an issue price of Rs.51/- per share pursuant to exercise of stock options by the eligible employees under the Employee Stock Option Plan-2005.

Further, the Company allotted 18,86,33,322 equity shares of Rs.2/- each at a premium of Rs.61/- per equity share i.e. at an issue price of Rs.63/- per equity share on rights basis to the existing equity shareholders of the Company in the ratio of 2 equity shares for every 15 fully paid-up equity shares held by the existing equity shareholders on the record date i.e. June 10, 2010 in terms of Letter of Offer dated May 31, 2010.

Further, in terms of the Shareholders' Agreement and Share Subscription Agreement inter alia entered into between the Company and IDFC Private Equity Fund III ("IDFCPE"), the Company allotted 3,19,92,582 equity shares of Rs.2/- each to IDFCPE on November 16, 2010 at a premium of Rs.58/- per equity share i.e. at an issue price of Rs.60/- per share for a consideration other than cash i.e. as purchase consideration for purchase of 4,12,54,125 equity shares of Rs.10/- each held by the said IDFCPE in SE Forge Limited, a subsidiary of the Company.

As on date, the Authorised 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.

Foreign Currency Convertible Bonds ("FCCBs")

In May 2010, the Company successfully concluded a consent solicitation exercise on the existing five series of bonds (FCCBs). The bondholders of all the five series were asked to vote on an extraordinary resolution for removal of financial covenants on the USD 300 Million and USD 200 Million bonds and waiver of any prior breaches. As a part of this exercise, the Company paid; an aggregate incentive fee of USD 6,019,220.00 across all existing five series of bonds.

Further, as an incentive to the above waiver and to enhance the chances of conversion of the USD 300 Million and the USD 200 Million bonds the Company reduced the conversion price of the USD 300 Million bonds from Rs.359.68 per equity share to Rs.97.26 per equity share and the USD 200 Million bonds from Rs.371.55 per equity share to Rs.97.26 per equity share and amended the fixed exchange rates on these bonds to 1 USD = Rs.44.6000.

The shares to be allotted on such conversion of the USD 300 Million bonds and USD 200 Million bonds will aggregate to 7.90% of the post-conversion equity base of the Company based on the equity base of March 31, 2011.

The entire exercise was carried out in accordance with the Ministry of Finance press release dated February 15, 2010 and March 15, 2010 and as per the approval of Reserve Bank of India.

The total FCCBs outstanding on the books of the Company is USD 47,90,39,000 as at March 31, 2011.

Post March 31, 2011, Company issued USD 175 Million, 5% Foreign Currency Convertible bonds at par. 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.44.5875 to US$1.00

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 which forms part of the Directors' Report.

6. SUBSIDIARIES & CONSOLIDATED FINANCIAL STATEMENTS

As on March 31, 2011, the Company has 79 subsidiaries, a list of which is given in the notes to the accounts.

I. UPDATES ON SUBSIDIARIES

Companies which became subsidiaries during the year under review

Suzlon Wind Energy South Africa PTY Ltd., Suzlon Energy Australia CYMWFD Pty. Ltd., Sure Power LLC, Renewable Energy Contractors Australia Pty. Ltd., REpower Systems Polska Sp.zo.o, REpower Systems Scandinavia AB, REpower Portugal - Sistemas Eolicos, S.A., Ventipower S.A. and RiaBlades S.A. became step down subsidiaries of the Company.

Companies which ceased to be subsidiaries during the year under review

Windpark Meckel/Gilzem GmbH & Co KG ceased to be subsidiary of the Company and Sister Ã sistemas e Technologia de Energias renovaveis Lda was liquidated.

Changes during the year under review

The name of Einundzwanzigste Vittorio Verwaltungs GmbH was changed to REpower Systems GmbH.

Updates on REpower

The Company through AE-Rotor Holding BV, The Netherlands ('AERH'), a step down wholly owned subsidiary of the Company acquired an additional 4.86% voting power of REpower Systems SE ('REpower'). AERH directly and indirectly holds 95.16% of the registered share capital of REpower. 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. The Company, through AERH, had provided a notice to the Executive Board of REpower requesting the conduct of a squeeze-out proceeding. Accordingly squeeze-out proceeding has been initiated in accordance with German Regulations. A successful completion of the squeeze-out proceedings will result in REpower becoming a step-down wholly owned subsidiary of the Company. Further, AERH has informed the Executive Board of REpower that it has set the cash compensation for the transfer of the shares from the minority shareholders of REpower to AERH at EUR 142.77 per no-par value share in compliance with the provisions of the German Stock Corporation Act. A resolution on the squeeze-out is proposed to be passed at the annual general meeting of REpower, which is scheduled to take place on September 21, 2011.

Updates on Hansen

The Company presently holds 26.06% in Hansen Transmissions International NV ('Hansen'). Post March 31, 2011, AERH has signed an irrevocable undertaking in favour of ZF Friedrichshafen AG ('ZF') to sell its entire equity interest in Hansen i.e. 26.06% pursuant to cash offer to be made by ZF International BV ("ZF Bidco"), a wholly owned subsidiary of ZF, for the entire issued and to be issued share capital of Hansen at 66 pence per ordinary share which will aggregate to 115 million GBP (USD 187 million). AERH's obligation to accept the Offer under the Irrevocable Undertaking will lapse in certain circumstances, including if a firm intention to make an offer for Hansen's shares is made by a third party for a consideration that is at least 12.5 per cent higher than consideration offered under the Offer or if the Offer lapses or is withdrawn.

Updates on Amalgamation and Demerger

During the year under review, a Petition under Section 391 to 394 read with Section 78 and 100 to 103 of the Companies Act, 1956 has been filed by the Company, Suzlon Towers And Structures Limited (STSL) and Suzlon Gujarat Wind Park Limited (SGWPL) with the Honourable High Court of Gujarat at Ahmedabad and by Suzlon Infrastructure Services Limited (SISL) and Suzlon Engitech Limited (SENL) with the Honourable High Court of Judicature at Bombay for sanctioning the Composite Scheme of Arrangement and Restructuring (De-merger and Amalgamation) between STSL, SISL, SGWPL, SENL, the wholly owned subsidiaries of the Company and the Company (SEL) for De-merger and Transfer of Power Generation Division of STSL to SENL, De-merger of Project Execution Division of SISL to SGWPL, Amalgamation of STSL (after the above referred de- merger) with the Company and Amalgamation of SISL (after the above referred de-merger) with the Company. The Appointed Date fixed for the purpose is April 1, 2010.

The benefits that would be derived from Amalgamation and Demerger are as under:

a. Benefits of Demerger to the Resulting Companies i.e. SENL and SGWPL

i. Power Generation business requires separate and different skills altogether and hence demerging it into SENL will help to run it more efficiently.

ii. Project Execution is part of infrastructure building in which SGWPL is currently engaged into. The business of erection and commissioning presently undertaken by SISL, primarily in nature of infrastructure development, requires different skills and approach to the business for which the company has to select and train its employees to achieve high performance standards so as to meet the standards of its large and reputed competitors in the infrastructure space. With the proposed demerger and transfer of the said division, SGWPL would be better placed to scale up its skills in the infrastructure business and able to hire best talent available in the industry.

iii. De-merger would help in better evaluation of performance of this business.

b. Benefits of Amalgamation to the Transferee Company i.e. SEL

i. Tower Business:

- The Tower business requires scaling up in view of the increased domestic market and needs focused efforts to bring the cost down on a continuous basis with equal emphasis on the quality side as well. Synergies of Supply Chain Management can be derived by bringing the Tower business into SEL.

- Better and efficient material management along with stores management can be achieved, ensuring on time delivery in full.

- Quick and more responsive product improvement and R&D on tower can be made possible through well established and more resourceful set up of SEL. Better compatibility of tower with each version of nacelle and better use of design and technical core competence of SEL would be the key benefits accruing as a result of this merger;

- Better negotiating powers resulting into competitive sourcing of materials and services through more active support of well established Supply Chain Management Team of SEL.

ii. Operation and Maintenance Business

- Customers will get more comfort and surety of after sales services for 20 years post commissioning, which is becoming a key factor to get more business.

- Existing customers would feel more convinced from the fact that the equipment supplier itself is taking care of the OMS part. Long term visibility will be provided to large customers by providing OMS services through equipment supplier (SEL) only and thereby improving chances of availing more business from Utilities, Multi National Companies and other big corporate customers.

- Availability of critical components from third party gets guaranteed for OMS.

- With Indian business profile picking up and with the changing scenario, customers expect OMS Service provider to have a stronger Balance Sheet. SEL is better placed than SISL.

- Regular and online feedback from OMS Team provides enormous help in improving and upgrading the overall quality of its equipments, which would be possible with this amalgamation.

- Better working capital management through maintenance of common stock of spares for OMS as well as for regular production and also better Machine Availability of WTGs resulting into higher customer satisfaction.

iii. The proposed amalgamation will enhance the bargaining power resulting in cost optimization through economical procurements from common vendors and suppliers.

iv. The proposed arrangement will consolidate the business activity of all the companies, thereby resulting into time, transactions and cost optimization and improvisation of overall operational efficiency and quality.

v. The proposed arrangement shall improve the efficiency in cash management, organizational capability from pooling of human capital having skill, talents and vast experience and thereby increase in competitiveness in the industry.

vi. The proposed arrangement will create enhanced value for shareholders and allow a focused strategy in operations, which would be in the best interest of all its shareholders, creditors and all persons connected with the companies.

II. 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, profit and loss account 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 accounting standards prescribed by the Institute of Chartered Accountants of India (ICAI).

7. 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.

8. DIRECTORS

Mr. Girish R.Tanti and Mr. Ajay Relan, the Directors of the Company retire by rotation at the ensuing 16th Annual General Meeting and being eligible offer themselves for re-appointment. Mr. Vinod R.Tanti had been appointed as an Additional Director and Wholetime Director designated as Executive Director of the Company with effect from November 1, 2010. Ms. Mythili Balasubramanian, a nominee of IDBI Bank Limited and Mr. Rajiv Ranjan Jha, a nominee of Power Finance Corporation Limited were appointed as Additional Directors of the Company with effect from November 1, 2010 and April 28, 2011 respectively. In terms of Section 260 of the Companies Act, 1956, Mr. Vinod R.Tanti, Ms. Mythili Balasubramanian and Mr. Rajiv Ranjan Jha hold office up to the ensuing 16th Annual General Meeting of the Company and being eligible offer themselves for appointment as the Directors of the Company.

The Board of Directors of the Company at its meeting held on February 4, 2011 has reappointed Mr. Tulsi R.Tanti as a Managing Director and Mr. Girish R.Tanti as a Wholetime Director designated as Executive Director of the Company without remuneration for a further period of three years with effect from April 1, 2011.

Post March 31, 2011, Mr. Pradip Kumar Khaitan, the Non-Executive Director resigned from the directorship of the Company with effect from April 28, 2011. The Board expresses its appreciation for the valuable service rendered and matured advice provided by him during his association with the Company. Mr. Girish R.Tanti ceased to be the Executive Director of the Company with effect from July 30, 2011, however continues as a Non-Executive Director on the Board of the Company. The Board expresses its appreciation for the valuable service rendered and matured advice provided by him during his association with the Company as an Executive Director.

Further in terms of approval of the Remuneration Committee and the Board of Directors at their respective meetings held on July 30, 2011, it has been decided to pay remuneration to Mr. Tulsi R.Tanti, Managing Director and Mr. Vinod R.Tanti, Executive Director and accordingly approval of members is being sought for ratification and appointment of Mr. Tulsi R.Tanti as Managing Director and Mr. Vinod R.Tanti as Executive Director at the ensuing 16th Annual General Meeting of the Company.

The details of Mr. Girish R.Tanti, Mr. Ajay Relan, Ms. Mythili Balasubramanian, Mr. Rajiv Ranjan Jha, Mr. Tulsi R.Tanti and Mr. Vinod R.Tanti, the Directors as required to be given in terms of Clause 49 of the Listing Agreement have been provided under Profile of Directors seeking appointment / reappointment forming part of Notice convening the ensuing 16th Annual General Meeting of the Company.

9. 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:

a. in the preparation of the annual accounts, the applicable accounting standards had been followed and that there are no 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 as at March 31, 2011 and of the loss of the Company for the year ended on that date;

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, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

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

10. 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.

11. MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report on the operations and financial position of the Company has been provided forming part of the Directors' Report.

12. CORPORATE GOVERNANCE

As required by Clause 49 (VI) of the listing agreement entered into by the Company with the stock exchanges, a detailed report on corporate governance is provided which forms part of the Directors' 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 and forms part of the Directors' Report.

13. 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 which forms part of the Directors' Report.

14. GROUP

Pursuant to intimation from the Promoters, the name of the Promoters and entities comprising the 'group' as defined under the Monopolies and Restrictive Trade Practices ("MRTP") Act, 1969 have been provided which forms part of the Directors' Report.

15. AUDITORS AND AUDITORS' OBSERVATIONS

I. 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 16th Annual General Meeting of the Company. Both the statutory auditors have confirmed their eligibility and willingness to accept office, if reappointed.

II. AUDITORS' OBSERVATIONS AND MANAGEMENT'S RESPONSE TO AUDITORS' OBSERVATIONS

The Directors refer to the qualification and Matter of Emphasis in the Auditor's Report and as required by section 217(3) of the Companies Act, 1956, provide their explanation as under:

Qualification:

Note 3 of Schedule P of standalone financial statements and Note 5 of Schedule P of consolidated financial statements regarding recognition of deferred tax asset aggregating Rs.55.64 crore. Auditors are of the opinion that recognition of deferred tax asset does not satisfy the conditions of virtual certainty prescribed under Accounting Standard Ã 22, Accounting for Taxes on Income as notified by the Companies (Accounting Standards) Rules, 2006 (as amended) and have expressed qualified opinion.

Management response:

The Company has brought forward losses which can be set off against tax liabilities which would arise on its' future profits and also available for set off against profits of subsidiaries getting amalgamated with the Company post implementation of the Composite Scheme of Arrangement and Restructuring (De-merger and Amalgamation). The Company believes that profitability in first quarter of next financial year and healthy order book in hands of the Company and the current advanced stage of the said Scheme satisfy the conditions of virtual certainty prescribed under Accounting Standard Ã 22 for recognition of deferred tax assets.

Matter of Emphasis:

Note 4 of Schedule P of standalone financial statements and Note 7 of Schedule P of consolidated financial statements regarding non provision of proportionate premium on redemption of foreign currency convertible bonds amounting to Rs.579.21 crore in securities premium as the ultimate outcome of the matter cannot presently be ascertained.

Management response:

In the opinion of the management, redemption of foreign currency convertible bonds is contingent in nature and the likelihood of the same cannot presently be ascertained. Accordingly no provision for any liability has been made in the financial statements and the proportionate premium has been shown as a contingent liability. Further, the Company has adequate securities premium to absorb the proportionate premium on redemption as at March 31, 2011, in case the contingency materialises.

Matter of Emphasis:

Note 6 of Schedule P of consolidated financial statements regarding non provision of Infrastructure Development Charges ('IDC') aggregating Rs.64.80 crore.

Management response:

The Indian Wind Energy Association ('InWEA') 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 IDC by Tamil Nadu State Electricity Board. The matter is pending the hearing of the Supreme Court. The Company has obtained a legal opinion which states that InWEA (and consequently the Company) has a strong case and accordingly the Company has shown it as a contingent liability.

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. The enthusiasm and unstinting efforts of the employees have enabled the Company to survive through the tough times and to show improvements on many fronts enabling it to continue as one of the leading players in the wind industry and maintain its dominant position in the domestic markets.

For and on behalf of the Board of Directors of

Suzlon Energy Limited

Place: Pune Tulsi R.Tanti

Date: July 30, 2011 Chairman & Managing Director

Mar 31, 2010

The Directors present the 15th Annual Report of your Company together with the audited accounts for the financial year ended March 31, 2010.

FINANCIAL PERFORMANCE

The standalone and consolidated audited financial results for the year ended March 31, 2010 are as follows:

Particulars Standalone

in Rs crore USD in million*

2009-10 2008-09 2009-10 2008-09

Sales 3,488.68 7,235.58 776.99 1,426.85 Other operating income 20.25 16.36 4.51 3.23

Earning / (loss) before (242.70) 751.46 (54.05) 148.18

interest , depreciation and tax (EBIDTA) Add; Other non operating 222.89 160.78 49.64 31.71

income

Less: Interest 653.59 380.12 145.57 74.96

Less: Deprec iation 126.27 99.16 28.12 19.55

Profit / (loss) before tax and (799.67) 432.96 (178.10) 85.38 exceptio nal items

Less: Exceptio nal items 439.02 972.92 97.78 191.86

Profit / (Loss )before tax (1,238.69) (539.96) (275.88) (106.48)

Less: Current tax - - - -

(Net of earlier years tax and MAT credit entitle ment)

Less: Defe rred tax 175.40 (81.76) 39.06 (16.12)

Less: Fringe benefit tax - 11.07 - 2.18

Net profit / (l oss) (1,414.09) (469.27) (314.94) (92.54)

Add: Share in as socia tes n.a n.a n.a n.a

profit after tax

Less: Share of m inor ity n.a n.a n.a n.a interest

Net prfo it / (loss) after share (1,414.09) (469.27) (314.94) (92.54)

in associates profit and minority interest Add: Bala nce brought 1,800.09 2,268.44 400.91 447.34

forward

Profit availa ble for 386.00 1,799.17 85.97 354.80

appropriations

Less: Proposed dividend on - - - -

equity shares

Less: Resid ual d ividen d of - 0.13 - 0.03

previous year

Less: Divid end on - - - -

preferen ce sh ares

Less: Tax on di vidends - (105) - (0.21)

Less: Transf er to general - - - -

reserve

Surplus carried to 386.00 1,800.09 85.97 354.98

Particulars Consolidated

in Rs crore USD in million*

2009-10 2008-09 2009-10 2008-09

Sales 20,619.66 26,081.70 4,592.35 5,143.31

Other operating income 159.55 177.09 35.53 34.92

Earning / (loss) before interest , depreciation and tax (EBIDTA) 943.05 2,815.88 210.03 555.29

Add: Other non operating income 69.46 271.75 15.47 53.59

Less: Interest 1,195.03 901.21 266.15 177.72

Less: Depreciation 662.97 573.14 147.65 113.02

Profit / (loss) before tax and exceptional items (845.49) 1,613.28 (188.30) 318.14

Less: Exceptional items (211.89) 896.29 (47.19) 176.75

Profit / (Loss )before tax (633.60) 716.99 (141.11) 141.39

Less: Current tax 181.65 207.01 40.46 40.82 (Net of earlier years tax and MAT credit entitlement)

Less: Deferred tax 174.45 67.12 38.85 13.24

Less: Fringe benefit tax 0.03 13.99 0.01 2.76

Net profit / (loss) (989.73) 428.87 (220.43) 84.57

Add: Share in associates 16.12 2.32 3.59 0.46 profit after tax

Less: Share of minority interest 8.95 194.71 1.99 38.40

Net profit / (loss) after share (982.56) 236.48 (218.83) 46.63 in associates profit and minority interest

Add: Balance brought 1,925.60 1,690.12 428.86 333.29 forward Profit available for 943.04 1,926.60 210.03 379.93 appropriations

Less: Proposed dividend on - - - - equity shares

Less: Residual dividend of - 0.13 - 0.03 previous year

Less: Dividend on preference shares - 0.13 - 0.03

Less: Dividend on preference shares - - - -

Less: Tax on dividends 0.01 0.87 0.00 0.17

Less: Transfer to general reserve - - - -

Surplus carried to 943.03 1,925.60 210.03 379.73 balance sheet

OPERATIONS REVIEW

On a standalone basis, the Company achieved sale of Rs. 3,489 crore as against Rs.7,236 crore in the previous year. Net loss after tax stood at Rs. (1,414) crore as compared to net loss after tax of Rs.(469) crore in the previous year. The loss in current year was on account of low volumes coupled with expenditure of exceptional nature, amounting to Rs. 439 crore as referred in Schedule P, Note 2 of the standalone financials.

On consolidated basis, the sale is Rs. 20,620 crore as against Rs. 26,082 crore in the previous year. Net loss after tax, share in associates profit and minority interest is Rs. (983) crore as compared to profit of Rs. 236 crore in the previous year.

DIVIDEND

In view of loss in the current year, the Board of Directors do not recommend any dividend for the year ended March 31, 2010.

CAPITAL

During the year under review, the Company issued 5,84,00,000 equity shares of Rs. 2 each at a premium of Rs. 87.55 per equity share underlying 1,46,00,000 Global Depository Receipts (GDRs) each GDR representing 4 equity shares raising a total of USD 108.04 million. Further, the Company allotted 12,343 equity shares of Rs. 2 each at a premium of Rs. 74.74 per equity share pursuant to conversion of FCCBs and 24,000 equity shares of Rs. 2 each at a premium of Rs. 49 per equity share pursuant to exercise of stock options by the eligible employees under the Employee Stock Option Plan-2005. Post March 31, 2010, the Company allotted 8,000 equity shares of Rs.2 each at a premium of Rs.49 per equity share pursuant to exercise of stock options by the eligible employees under the Employee Stock Option Plan-2005.

As on date, the authorised share capital of the Company is Rs. 445,00,00,000/- (Rupees four hundred forty five crore only) divided into 222,50,00,000 (Two hundred twenty two crore fifty lacs) equity shares of Rs. 2/- (Rupees two only) each and the paid-up capital of the Company is Rs. 311,34,79,486/- (Rupees three hundred eleven crore thirty four lacs seventy nine thousand four hundred eighty six only) divided into 155,67,39,743 (One hundred fifty five crore sixty seven lacs thirty nine thousand seven hundred forty three) equity shares of Rs. 2/- (Rupees two only) each.

During the year under review the Company made an issue of Zero Coupon Convertible Bonds due 2014 for USD 93.87 million (approximately Rs.452.64 crore) at an issue price of 104.30% of the principal amount of USD 90 million.

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 as Annexure I which forms part of the Directors Report.

SUBSIDIARIES AND CONSOLIDATED FINANCIAL STATEMENTS

The existing domestic and international subsidiaries continued to perform satisfactorily during the year under review.

A. Domestic subsidiaries

During the year under review, Shubh Realty (Gujarat) Private Limited became a wholly owned subsidiary of Suzlon Infrastructure Services Limited and, in turn, became a step-down subsidiary of the Company. Subsequently Shubh Realty (Gujarat) Private Limited was converted into public limited Company and its name was changed to SISL Green Infra Limited.

The name of SE Solar Private Limited was changed to SE Solar Limited consequent to its conversion into public limited Company.

B. Overseas subsidiaries

During the year under review RPW Investments, SGPS, S.A., Valum Holding B.V., Suzlon Wind Energy Bulgaria EOOD, Suzlon Wind Energy BH - Bosnia, Suzlon Energy Australia RWFD Pty Ltd, Einundzwanzigste Vittorio Verwaltungs GmbH, Age Pargue Eolico EL Almendro, S.L. REpower Rep Ventures Portugal S.A. became subsidiaries of the Company.

The Company through its subsidiaries acquired an additional 16.85% stake of REpower Systems AG (REpower) thereby increasing its holding in REpower to 90.50% as on March 31, 2010.

The Companys share holding through its subsidiary in Hansen Transmissions International NV (Hansen) has reduced to 26.06% and it ceased to be a subsidiary of the Company, subsequent to sale of 35.22% in Hansen.

C. Consolidated financial statements

Ministry of Corporate Affairs, Government of India has granted approval under Section 212 (8) of the Companies Act, 1956 that the requirement to attach various documents in respect of subsidiary companies, as set out in Sub-Section (1) of Section 212 of the Companies Act, 1956, shall not apply to the Company. Accordingly, the balance sheet, profit and loss account and other documents of the subsidiary companies are not being attached with the balance sheet of the Company. However financial information of the subsidiary companies, as required by the said approval, is disclosed in the Annual Report. The annual accounts of the subsidiary companies and the related detailed information will be made savailable 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 CompanyÃs 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 accounting standards prescribed by the Institute of Chartered Accountants of India (ICAI).

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 annexure to 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 Corporate Office of the Company.

DIRECTORS

Mr. Pradip Kumar Khaitan and Mr. Ashish Dhawan, the Non-Executive Independent Directors of the Company retire by rotation at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment. As stipulated in terms of Clause 49 of the listing agreement with the stock exchanges, the brief resume of Mr. Pradip Kumar Khaitan and Mr. Ashish Dhawan, is provided in the Notice convening the 15th Annual General Meeting of the Company.

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 :

a. In the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures;

b. They have selected such accounting policies and applied them consistently and made judgements 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, 2010, and of the loss of the Company for the year ended on that date;

c. They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 1956. They confirm that there are adequate systems and controls for safeguarding the assets of the Company, and for preventing and detecting fraud and other irregularities; and

d. They have prepared the annual accounts on a going concern basis.

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.

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report on the operations and financial position of the Company has been provided as Annexure II which forms part of the Directors Report.

CORPORATE GOVERNANCE REPORT AND GENERAL SHAREHOLDER INFORMATION

As required by Clause 49 (VI) of the listing agreement entered into by the Company with the stock exchanges, a detailed report on Corporate Governance is provided as Annexure III which forms part of the Directors Report. The General Shareholders Information has been provided as Annexure IV which forms part of the Directors 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 and forms part of the Directors Report.

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 as Annexure V which forms part of the Directors Report.

GROUP

Pursuant to intimation from the Promoters, the name of the Promoters and entities comprising the Group as defined under the Monopolies and Restrictive Trade Practices (ÃMRTPÃ) Act, 1969, have been provided as Annexure VI which forms part of the Directors Report.

HEALTH & SAFETY

The Company along with Suzlon Foundation conducted various programmes concerning disaster preparedness, awareness towards HIV AIDS, occupational health and safety of labour.

Programmes towards minimizing waste in manufacturing units were carried out. For instance, kitchen waste was used as green manure for gardening.

AUDITORS AND AUDITORS REPORT

M/s. SNK & Co., Chartered Accountants, Pune, and M/s. S.R. Batliboi & Co., Chartered Accountants, Pune, 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.

Information and explanation on remarks in the Auditors Report

I) In respect of auditors observation regarding certain delay in repayment of dues to financial institutions, banks and debenture holders, it is clarified that the delay in payment of dues was temporary in nature arising from mismatches in cash Ã flows which are attributable to the then prevailing uncertain economic environment that adversely impacted business volumes, and delay in timely realization of receivables from our customers. Besides, implementation delays encountered in debt consolidation and refinancing arrangements, further constrained our liquidity situation. As at March 31, 2010, there were no delays, and all previous delays were duly rectified.

ii) Delay in a few cases in depositing statutory dues, arose on account of transactional complexity primarily arising from the lack of timely receipt of information from far off places due to geographical spread of our business operations, which were all subsequently rectified.

iii) Cash losses incurred by the Company in the previous year was mainly attributable to the difficult global economic environment that adversely impacted business volume and product pricing, adverse foreign exchange movement, lower absorption of fixed overheads and higher finance charges primarily due to delayed collections from customers and cost of debt consolidation and refinancing arrangement.

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 Non-conventional Energy Sources (MNES), 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, consultants and shareholders.

The Directors also acknowledge the hard work, dedication and commitment of the employees. The enthusiasm and unstinting efforts of the employees have enabled the Company to continue to be a leading player in the wind industry.

For and on behalf of the Board of Directors of Suzlon Energy Limited

Tulsi R.Tanti Chairman & Managing Director

Place: Mumbai Date: May 29, 2010

Disclaimer: This is 3rd Party content/feed, viewers are requested to use their discretion and conduct proper diligence before investing, GoodReturns does not take any liability on the genuineness and correctness of the information in this article