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Notes to Accounts of Suzlon Energy Ltd.

Mar 31, 2023

19.2 Terms/ rights attached to equity shares

The Company has only one class of equity shares having a par value of ? 2 each. The voting rights of the shareholders shall be in proportion to their shares in the paid-up equity share capital of the Company i.e. each holder of fully paid-up equity share is entitled to one vote per share and each holder of partly paid-up equity share is entitled to half a vote per share.

The Company declares and pays dividends in Indian rupees (?). The dividend proposed by the Board of Directors is subject to approval of the shareholders in the ensuing Annual General Meeting.

In the event of liquidation of the Company, the holder of equity shares will be entitled to receive remaining assets of the Company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.

The Company on February 13, 2015 signed a Shareholder Agreement as amended by an Amendment Agreement dated December 11, 2015 (collectively the "Agreement") with the Investor Group in terms of which the Investor Group agreed to subscribe to 100 Crore equity shares at the rate of ? 18 per shares aggregating to ? 1,800.00 Crore, which were allotted on May 15, 2015.

Subsequently, the Company has entered into (i) securities subscription agreement with the Investor Group dated February 28, 2020 ("Investor SSA"); (ii) an amended and restated shareholders'' agreement with the Investor Group and promoters of the Company dated February 28, 2020 ("SHA"); and (iii) securities subscription agreement with Tanti Holdings Private Limited ("Promoter Group") dated February 28, 2020 ("Promoter SSA"). In terms of Promoter SSA, the Company has, on June 27, 2020, issued and allotted 408,077,000 equity shares of ? 2 each for cash at an issue price of ? 2.45 per share to Tanti Holdings Private Limited on preferential basis. Further, in terms of Investor SSA, the Company has on June 27, 2020, issued and allotted 204,077,000 equity shares of ? 2 each for cash at an issue price of ? 2.45 per share and 4,998 Compulsorily Convertible Debentures (CCDs) of ? 100,000/- each for cash at par to the Investor Group on preferential basis. The said 4,998 CCDs have been mandatorily converted into 203,998,368 equity shares on December 26, 2021 at a conversion price of ? 2.45 per share as per the terms of issue and allotment of CCDs.

19.3 Aggregate number of bonus shares issued, share issued for consideration other than cash and shares bought back during the period of five years immediately preceding the reporting date:

Nil during the period of five years immediately preceding the reporting date.

â¢ Securities convertible into equity/ preference shares issued along with the date of conversion

In June 2020, the Company had allotted securities in the form of Optionally Convertible Debentures (OCDs) aggregating to ? 4,100 Crore, due 2040, on preferential basis to the Erstwhile Lenders in accordance with the Resolution Plan, convertible only in the event of default. The Company had also allotted 49.86 Crore full paid-up share warrants, on preferential basis to the Erstwhile Lenders in accordance with the Resolution Plan, convertible only in the event that Part A Facilities under Resolution Plan are not classified as "Standard" as per IRAC norms within the stipulated timelines. Subsequently, on May 24, 2022, pursuant to the implementation of the refinancing proposal, the entire outstanding value of OCDs was converted into 571,428,572 equity shares having a face value of ? 2/- and the share warrants were lapsed. (Refer Note 4).

19.4 Shares reserved for issue under options

For details of shares reserved for issue on conversion of FCCBs, refer Note 19.6 and 21.6 for terms of conversion/ redemption.

19.6 Conversion of Foreign Currency Convertible Bonds (''FCCB'')

On September 23, 2022, the Company has allotted 28.42 Crore equity shares having a face value of ? 2/- each on conversion of 27,977 convertible bonds due 2032 having a face value of USD 320 each aggregating to a principal amount of USD 9,455,285 (after capitalising interest @ 2.75% per annum accrued on half yearly basis) at a conversion price of ? 2.49 with a fixed rate of exchange on conversion of ? 74.8464 to USD 1.00 forming part of USD 35,931,200.

19.7 Rights Issue

Pursuant to the approval of the Board of Directors at their meeting dated August 10, 2022, the Company offered 240 Crore partly-paid equity shares to the existing eligible shareholders on a right basis in the ratio of five equity shares for every twenty one equity shares held by them on the record date of October 4, 2022. On October 31, 2022, the Company allotted 240 Crore partly paid-up equity shares of face value of ? 2.00 each at an issue price of ? 5.00 per equity share, i.e. at a premium of ? 3.00 per equity share. The applicants were required to pay ? 2.50 per equity share on application of which ? 1.00 per equity share is appropriated towards face value and remaining ? 1.50 per equity share is appropriated towards securities premium. Subsequently, the Securities Issue Committee of the Board of Directors of the Company at its meeting held on February 24, 2023 approved the making of first and final call of ? 2.50, of which ? 1.00 per equity share is appropriated towards face value and remaining ? 1.50 per equity share is appropriated towards securities premium. Out of the total shares allotted in right issue, 402,178,057 equity shares remain partly paid up as at March 31, 2023.

Till March 31, 2023, the Company received first and final call money of ? 2.50 per share on 199,78,21,943 equity shares aggregating to ? 499.46 Crore and accordingly the Securities Issue Committee of the Board of Directors of the Company, at its meeting held on March 29, 2023, approved conversion of 199,78,21,943 partly paid-up equity shares into full paid-up equity shares (Converted Rights Equity Shares).

19.8 Employee Stock Option Plan (''ESOP'')

On May 22, 2023, the Nomination and Remuneration Committee of the Board of Directors of the Company 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.

Nature and purposes of various items in other equity:

a. Equity component of compound financial instruments

The FCCB has been classified as compound financial instruments. This instrument has been split between equity and liability by primarily valuing the liability portion without equity conversion options. The balance between instrument value and liability component has been treated as the value of equity conversion options.

b. Capital reserve

The Company recognises profit or loss on purchase / sale of the equity instruments in case of merger to capital reserve.

c. Capital redemption reserve

The Company has transferred amount from statement of profit or loss to capital redemption reserve on redemption of preference shares issued by the Company.

d. General reserve

The Company has transferred a portion of the net profit of the Company before declaring dividend or a portion of net profit kept separately for future purpose is disclosed as general reserve.

e. Securities premium

Securities premium reserve is used to record the premium on issue of shares. The reserve is utilised in accordance with the provisions of the Companies Act, 2013.

f. Capital contribution

The resultant gain arising on extinguishment of debt and fair value of financial instruments issued as per the terms of Resolution plan had been transferred to Capital contribution.

21.1 Implementation of RTL Agreement with REC and IREDA (''New Lenders'')

On April 28, 2022, the Company along with its identified subsidiaries entered into a Rupee Term Loan Agreement ("RTL Agreement") with the New Lenders for refinancing the borrowing facilities of the STG. On May 24, 2022 ("Effective Date"), on consummation of refinancing proposal (refer Note 4), STG refinanced their borrowing facilities from erstwhile lenders as per the RTL Agreement with the New Lenders. The key features of the RTL Agreement are as follows:

i. Sanction of facilities (including non-fund based facilities) of ? 4,053 Crore from the New Lenders.

ii. Repayment of fund based Rupee Term Loan in 98 structured monthly instalments commencing from May 2022 to June 2030 at initial interest rate of 9.50% per annum, subject to reset after 1 year;

iii. Release of LOC on retirement of respective non-fund based working capital facilities by Erstwhile Lenders;

iv. Reduction of sanctioned facilities (including non-fund based facilities) from REC of ? 3,553 Crore to ? 2,178 Crore within 1 year from disbursement;

v. Monetization of specified assets within stipulated timelines.

21.2 Optionally Convertible Debentures (''OCD'')

On May 24, 2022, in terms of the Refinancing Proposal, the Company allotted 571,428,572 equity shares to erstwhile Lenders having face value of ? 2 each pursuant to conversion in full of entire outstanding OCD of 410,000 having face value of ? 100,000 each aggregating to ? 4,099.18 Crore (refer Note 4). On conversion in full, the OCD''s got extinguished and the difference between the carrying value of OCD''s and fair value of shares issued on settlement date amounting to ? 255.38 Crore is disclosed under exceptional items.

21.3 Payable towards debt assignment

As part of implementation of Resolution Plan in June 2020, pursuant to the assignment of debt, the Company recognised an amount of ? 4,453.01 Crore as loan payable to SGSL at an interest rate of 0.0001% and maturity date of March 31, 2040.

The loan payable was initially recognised at fair value and subsequently measured at amortised cost using the effective interest rate (''EIR'') method at 13.00%. The resultant gain or loss at initial recognition was recognised at fair value through other equity.

21.4 The details of security for the secured loans are as follows:

a. Financial facilities by way of RTL from New Lenders in accordance with the RTL Agreement aggregating to ? 1,764.44 Crore (previous year: ? Nil) of which ? 1,445.98 Crore (previous year: ? Nil) classified as longterm borrowings and ? 318.46 Crore (previous year: ? Nil) classified as current maturities of long-term borrowings and non-fund based working capital facilities are secured by first pari-passu charge over all present and future current assets of each Borrower except land forming part of inventories, first pari-passu charge over all fixed assets of Borrowers whether movable or immovable both present and future, first pari-passu charge by way of assignment or creation of security interest in the project contracts, any letter of credit, guarantee provided by, insurance contracts and clearances related to project, first charge over all accounts including Trust and Retention Account (''TRA''), first pari-passu pledge over 100% of fully paid-up equity capital of SPIL (since merged into SGSL), SGWPL and SGSL by SEL, negative lien over the equity shares held by SEL in SE Forge Limited, Non disposal undertaking or pledge over the 100% of the equity share capital of Suzlon Energy Limited, Mauritius (''SELM'') and AE Rotor Holding B.V. (''AERH''), first pari-passu pledge over certain equity shares of SEL held by the promoters and other members of the promoter group, brand image of Suzlon and corporate guarantee provided by each of the Borrowers guaranteeing the obligations of the other Borrowers in compliance with the provisions of Companies Act, 2013.

Financial facilities from erstwhile Lenders in accordance with Resolution Plan aggregating to ? Nil (previous year: ? 2,947.41 Crore) of which ? Nil (previous year: ? 2,461.28 Crore) classified as long-term borrowings and ? Nil (previous year: ? 486.13 Crore) classified as current maturities of long-term borrowings and non-fund based working capital facilities are secured by first pari-passu charge over all current assets of SEL, SGWPL, SPIL and SGL (except for certain identified assets), first pari-passu charge over all current assets generated under identified orders both present and future, first pari-passu charge over all current assets of SGSL both present and future, first pari-passu charge with new PSF Lenders on current assets generated under identified orders of Borrowers except SGSL in certain scenario, second charge on cash flows of Borrowers except SGSL arising out of identified orders which are funded by new PSF Lenders, first pari-passu charge over all fixed assets of Borrowers whether movable or immovable, first charge over Trust and Retention Account (''TRA''), first charge on DSR Accounts, , first pari-passu pledge over 100% of fully paid-up equity capital of SGWPL and SPIL and 75% of SGL by SEL, first pari-passu pledge over 100% of fully paid-up equity capital of SGSL till conversion of CCPS into equity shares of SGSL, negative lien over the equity shares held by SEL in SE Forge Limited, Non disposal undertaking or pledge over the 100% of the equity share capital of Suzlon Energy Limited, Mauritius (''SELM'') and AE Rotor Holding B.V. (''AERH''), first pari-passu pledge over certain equity shares of SEL held by the promoters and other members of the promoter group, brand image of Suzlon and personal guarantee of Mr. Tulsi R. Tanti.

b. 410,000 fully paid up 0.01% Secured Optionally Convertible Debentures (''OCD'') having original face value of ? 100,000 each of Company issued to Lenders aggregating to face value of ? 4,100.00 Crore having outstanding face value of ? Nil and fair value of ? Nil (previous year: ? 757.75 Crore) of which ? Nil (previous year: ? 757.34 Crore) classified as long-term borrowings and ? Nil (previous year: ? 0.41 Crore) classified as current maturities of long-term borrowings are secured by security as specified above for RTL II on pari passu basis and corporate guarantee of SGSL, SPIL, SGWPL and SGL.

21.5 The Company has non-fund based facilities from banks on the basis of security of current assets shared on pari passu basis with New Lenders.

21.6 Foreign currency convertible bonds (FCCBs)

On August 17, 2020, the Company had issued 112,285 FCCBs due for conversion in August 2032 having a face value of USD 320 each aggregating to a principal amount of USD 35,931,200 at an initial conversion price of ? 2.61 with a fixed rate of exchange on conversion of ? 74.8464 per USD bearing. These FCCB''s carry a coupon of 4.00% per annum of which 1.25% shall be paid semi-annually and balance 2.75% shall be accrued and added to the principal value of the Bonds.

These FCCBs are recognised as compound financial instruments that consist of financial liability and equity since the Company has an obligation to pay interest as well as to issue predetermined number of equity shares. Accordingly, the financial liability component of the FCCB''s is initially recognised at fair value and subsequently measured at amortised cost using the effective interest method at 5.72% and the residual portion is recognised in other equity.

Since the date of issuance, principal FCCB''s (after considering interest at 2.75%) of USD 36.301 Million have been converted into equity shares by March 31, 2023 and USD 529,338.11 (equivalent to ? 4.34 Crore) are outstanding and classified as current maturities of long-term borrowings as at March 31, 2023 disclosed under short term borrowings.

Subsequent to year end on May 02, 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 upto the redemption date @ 1.25% p.a. amounting to USD 1,378.48 in accordance with terms of FCCB. Accordingly, the FCCB have been cancelled and delisted from The Singapore Exchange Securities Trading Limited. Consequent to the redemption, there are no outstanding FCCBs.

a. As part of the Resolution Plan, SGSL had issued CCPS of ? 4,453.01 Crore to the Lenders. CCPS contained multiple embedded derivatives and call and put options (''Exit Options'') available to holders of CCPS, SGSL, SEL and its promoters. The liability of the Company towards Put Option available to Lenders as part of Exit Option on CCPS was initially recognised at fair value using the effective interest method at 13.00%. The resultant gain or loss at initial recognition was recognised at fair value through other equity.

On May 24, 2022, in terms of the Refinancing Proposal, SGSL allotted 4,454 equity shares to erstwhile Lenders having a face value of ?10/- each pursuant to conversion in full of entire outstanding CCPS value of ? 4,453.01 Crore. The difference between the carrying value of option value liability and considered finalised for transfer of 4,454 equity shares of SGSL with Erstwhile Lenders on settlement date of ? 2,268.72 Crore after reducing transaction cost of ? 124.56 Crore is disclosed under exceptional items (refer Note 4 and 33).

b. Other liabilities include claim payables, provision for employee payables and advances.

All the financial liabilities are disclosed at amortised cost except for put option liability which is disclosed at FVTPL.

Performance guarantee (''PG'') represents the expected outflow of resources against claims for performance shortfall expected in future over the life of the guarantee assured. The period of performance guarantee varies for each customer according to the terms of contract. The key assumptions in arriving at the performance guarantee provisions are wind velocity, plant load factor, grid availability, load shedding, historical data, wind variation factor etc.

Operation, maintenance and warranty represents the expected liability on account of field failure of parts of WTG and expected expenditure of servicing the WTGs over the period of free operation, maintenance and warranty, which varies according to the terms of each sales contract.

Liquidated damages (''LD'') represents the expected claims which the Company may need to pay for non-fulfilment of certain commitments as per the terms of the respective sales / purchase contracts. These are determined on a case to case basis considering the dynamics of each contract and the factors relevant to that sale.

The figures shown against ''Utilisation'' represent withdrawal from provisions credited to statement of profit and loss to offset the expenditure incurred during the year and debited to statement of profit and loss.

26.4 Performance obligation

Information about the Company''s performance obligations are summarised below:

WTG equipment

The performance obligation is satisfied upon dispatch of the equipment and payment is generally due within 30 to 45 days from completion of contract milestone.

Standard warranty period beyond fixing the defects that existed at the time of sale is provided to customers. The warranty is accounted for as a separate performance obligation and a portion of transaction price is allocated. The performance obligation for the warranty service is satisfied over the standard period on time elapsed.

Project services

Project services includes civil foundation, electrical, installation and commissioning of WTG. The performance obligation is satisfied over-time and payment is generally due upon completion of milestone.

Power evacuation infrastructure facilities

The performance obligation is satisfied upon commissioning and electrical installation of the WTG to the said facilities followed by approval for commissioning of WTG from the concerned authorities.

Land revenue

In case of leasehold, the performance obligation is satisfied upon the transfer of leasehold rights to the customers, for outright sale, the performance obligation is satisfied when title of land is transferred to the customer as per the terms of the respective sales order. The performance obligation for land development is satisfied upon rendering of the service as per the terms of the respective sales order.

Operation and maintenance income

The performance obligation is satisfied over-time and payment is due within 30 days from invoice date which is raised as per contractual agreement.

32.2 The Company has average negative net loss for preceding three financial years, and therefore CSR disclosure is not applicable.

32.3 The other expense includes expenses of ? 17.36 Crore (previous year: ? 8.31 Crore) pertaining to research and development.

a. The Company has disposed property, plant and equipment of one of its plant and a freehold land for a consideration of ? 45.63 Crore and ? 38.25 Crore respectively and gain on its disposal is disclosed under exceptional items.

b. The Company has made net provision ? 37.68 Crore (previous year: ? 82.87 Crore) towards impairment of investments in, loans given and other financial assets given to subsidiaries, associates and joint venture.

Since the earnings / (loss) per share computation based on diluted weighted average number of shares is antidilutive, the basic and diluted earnings / (loss) per share is the same.

37. Post-employment benefit plans Defined contribution plan:

During the year the Company has recognised ? 8.50 Crore (previous year: ? 8.38 Crore) in the statement of profit and loss towards defined contribution plans as detailed in Note 2.3 (p)(ii)(A).

The Company manages provident fund plan for its employees which is permitted under the Employees'' Provident Fund and Miscellaneous Provisions Act, 1952. The plan mandates contribution by employer at a fixed percentage of employee''s salary. Employees also contribute to the plan at a fixed percentage of their salary as a minimum contribution and additional sums at their discretion. The plan guarantees interest at the rate notified by Employees'' Provident Fund Organisation. The contribution by employer and employee together with interest are payable at the time of separation from service or retirement whichever is earlier. The benefit under this plan vests immediately on rendering of service.

The Superannuation scheme of the Company has the form of a trust and is governed by the Board of Trustees. The scheme is partially funded with an insurance company in the form of a qualifying insurance policy.

Defined benefit plan:

The Company has a defined benefit gratuity plan. The gratuity plan is governed by the payment of Gratuity Act, 1972. Under the act, Employee who has completed five years of service is eligible for gratuity. Gratuity is computed based on 15 days salary based on last drawn salary for each completed year of service.

The fund has the form of a trust and is governed by the Board of Trustees. The scheme is partially funded with an insurance company in the form of a qualifying insurance policy.

The average duration of the defined benefit plan obligation at the end of the financial year is 9 years (previous year: 8 years).

38. Leases

38.1 Company as a lessee

The Company has lease contracts for land and buildings used in its operations. Leases of land, plant and machinery generally have lease terms between 2 to 3 years. The Company''s obligations under its leases are secured by the lessor''s title to the leased assets. Generally, the Company is restricted from assigning and subleasing the leased assets. The Company also has certain leases of premises with lease terms of 12 months or less and with low value. The Company applies the ''short-term lease'' and ''lease of low-value assets'' recognition exemptions for these leases.

The effective interest rate for lease liabilities is 9% with maturity between 2024 and 2025.

During the year, the Company had total cash outflows for leases of ? 25.73 Crore (previous year ? 25.77 Crore).

38.2 Company as a lessor

The Company has entered into operating leases on its investment property portfolio consisting of certain office premises (refer Note 9). These leases have terms between two to ten years. All leases include a clause to enable upward revision of the rental charge on an annual basis according to prevailing market conditions. Rental income recognised by the Company during the year is ? 8.88 Crore (previous year: ? 9.22 Crore).

39. Capital commitments

Estimated amount of contract remaining to be executed on capital accounts and not provided for, net of advances stands at ? 8.58 Crore (previous year: ? 19.02 Crore).

40. Contingent liabilities and other commitments
	March 31, 2023	March 31, 2022
Guarantees given on behalf of subsidiaries towards loans/ guarantee granted to them by banks/ financial institutions	26.65	33.40
Customs duty and service tax pending in appeal *	156.34	127.10
Amounts in respect of MSMED	0.40	0.91
Total	183.39	161.41

* includes demand from tax authorities for various matters. The Company / tax department has preferred appeals on these matters and the same are pending with various appellate authorities. Considering the facts of the matters, no provision is considered necessary by management.

The Company has received a SCN from SEBI and has responded to the SCN denying the allegations and filed a settlement application in accordance the SEBI Settlement Regulations (refer Note 5).

A few law suits have been filed on the Company by some of their suppliers for disputes in fulfilment of obligations as per supply agreements. Further, few customers of the Company have disputed certain amount as receivable which the Company believes is contractually not payable. These matters are pending for hearing before respective courts, the outcome of which is uncertain. The management has provided for an amount as a matter of prudence which it believes shall be the probable outflow of resources.

The Company has stood as co-borrower and guarantor for loans granted to the Company and its identified domestic subsidiaries for which certain securities defined in Note 21.4 are provided, the amount of which liability of each of parties is not ascertainable.

41. Segment information

As permitted by paragraph 4 of Ind AS-108, ''Operating Segments'', if a single financial report contains both consolidated financial statements and the separate financial statements of the parent, segment information need to be presented only on the basis of the consolidated financial statements. Thus, disclosures required by Ind AS-108 are given in consolidated financial statements.

42.5 Terms and conditions of transactions with related parties

The sales to and purchases from related parties are made on terms equivalent to those that prevail in arm''s length transactions. Outstanding balances at the year-end are unsecured and settlement occurs in cash. There have been no guarantees provided or received for any related party receivables or payables. This assessment is undertaken each financial year through examining the financial position of the related party and the market in which the related party operates.

43. Fair value measurements

The fair value of the financial assets and liabilities are considered to be same as their carrying values except for investments in unquoted redeemable cumulative preference shares and put option liability where the fair value has been estimated using the discounted cash flow (''DCF'') model. The valuation requires the management to make certain assumptions about the model inputs, including forecast cash flows, the discount rate, credit risk and volatility. The probabilities of the various estimates within the range can be reasonably assessed and are used in management''s estimate of fair value for these unquoted instruments.

45. Financial risk management

The Company''s principal financial liabilities, comprise loans and borrowings, trade and other liabilities. The main purpose of these financial liabilities is to finance the Company''s operations and to provide support to its operations. The Company''s principal financial assets include investments, loans, trade and other assets, and cash and cash equivalents that the company derive directly from its operations. The Company also holds FVTPL investments.

The Company is exposed to market risk, credit risk and liquidity risk which may adversely impact the fair value of its financial instruments. The Company has constituted an internal Risk Management Committee (''RMC''), which is responsible for developing and monitoring the Company''s risk management framework. The focus of the RMC is that the Company''s financial risk activities are governed by appropriate policies and procedures and that financial risks are identified, measured and managed in accordance with the Company''s policies and risk objectives. It is the Company''s policy that no trading in derivatives for speculative purposes may be undertaken. The Risk Management Policy is approved by the Board of Directors.

45.1 Market risk

Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises three types of risk: interest rate risk, foreign currency risk and price risk, such as commodity risk. The Company''s exposure to market risk is primarily on account of interest risk and foreign currency risk. Financial instruments affected by market risk include loans and borrowings, FVTPL investments and derivative financial instruments.

The sensitivity analysis in the following sections relate to the position as at March 31, 2023 and March 31, 2022.

a. Interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates.

b. Foreign currency risk and sensitivity

Foreign currency risk is the risk that the fair value or future cash flows of an exposure will fluctuate because of changes in foreign exchange rates. The Company''s exposure to the risk of changes in foreign exchange rates relates primarily to the Company''s operating activities (when revenue or expense is denominated in a foreign currency) and the Company''s borrowings and loans and investments in foreign subsidiaries.

Foreign currency sensitivity

The Company''s currency exposures in respect of monetary items as at March 31, 2023, March 31, 2022 that result in net currency gains and losses in the income statement and equity arise principally from movement in US Dollar and Euro exchange rates.

The following tables demonstrate the sensitivity to a reasonably possible change in USD and EURO exchange rates, with all other variables held constant. The Company''s exposure to foreign currency changes for all other currencies is not material. The other currencies includes Australian Dollar, Great Britain Pound, Danish Kroner etc.

45.2 Credit risk

Credit risk is the risk of financial loss to the Company if a customer or counter-party fails to meet its contractual obligations. The Company is exposed to credit risk from its operating activities (primarily trade receivables) and from its financing activities (primarily loans). The Company consistently monitors the financial health of its customers and sales proceeds are being realised as per the milestone payment terms agreed to minimise the loss due to defaults or insolvency of the customer. Progressive liquidity management is being followed to de-risk the Company from any non-fulfilment of its liabilities to various creditors, statutory obligations, or any stakeholders.

a. Trade receivables

The Company''s exposure to trade receivables is limited due to diversified customer base. The Company consistently monitors progress under its contracts with customers and sales proceeds are being realised as per the milestone payment terms agreed to minimise the loss due to defaults or insolvency of the customer.

An impairment analysis is performed at each reporting date on an individual basis for major clients. In addition, a large number of minor receivables are grouped into homogenous groups and assessed for impairment collectively.

b. Financial instruments

Financial instruments that are subject to concentrations of credit risk primarily consist of cash and cash equivalents, term deposit with banks, loans given to subsidiaries and other financial assets. Investments of surplus funds are made only with approved counterparties and within credit limits assigned.

The Company''s maximum exposure to credit risk as at March 31, 2023 and as at March 31, 2022 is the carrying value of each class of financial assets.

Refer Note 2.3 (q) for accounting policy on financial instruments.

45.3 Liquidity risk

Liquidity risk refers to that risk where the Company cannot meet its financial obligations. The objective of liquidity risk management is to maintain sufficient liquidity and ensure that funds are available for use as per requirement. In doing this, management considers both normal and stressed conditions. The Company manages liquidity risk by maintaining adequate reserves and banking facilities by continuously monitoring cash flow forecast and by matching the maturity profiles of financial assets and liabilities.

Reasons for variance

⁽ⁱ⁾ There is no significant change (i.e. change of more than 25% as compared to the immediately previous financial year) in the key financial ratios.

⁽ⁱⁱ⁾ During the year there was substantial reduction in debt pursuant to implementation of Refinancing Proposal (refer Note 4 and 21), resulting in increase in Other equity and hence change in the ratio.

⁽ⁱⁱⁱ⁾ Improved margins, profitability and reduction in debt has resulted in improvement of certain ratios.

^(iv) Reduced volume and increase in capital employed as a result of retirement of trade payables and current borrowings resulted in reduction in ratio.

^(v) The movement in ratio is towards increase in inter-corporate deposit resulting in added interest income as compared to previous year.

^(vi) The improvement in ratio is due to exceptional gain.

# Since there was loss during the year and negative net worth, the ratio appears to be positive.

48. Other information

a. On June 29, 2021, Suzlon Wind Energy Corporation (''SWECO''), wholly owned step-down subsidiary of the Company based in USA filed for voluntary bankruptcy liquidation under Chapter 7 of the US Bankruptcy Code. Accordingly, on loss of control, SWECO ceased to be a subsidiary of the Company with effect from June 29, 2021.

b. On April 07, 2022, Suzlon Generators Limited (''SGL'') ceased to be a joint venture of the Company pursuant to divestment of SEL''s 75% stake in SGL to Voith Turbo Private Limited and accordingly reversal of impairment on investment was disclosed under exceptional items during the year ended March 31, 2022.

c. On December 03, 2022, Vayudoot Solarfarms Limited ceased to be a joint venture of the Company pursuant to divestment of its entire stake of 51.05% to Aries Renewables Private Limited for a consideration to ? 14.23 Crore.

d. The Company do not have any Benami property, where any proceeding has been initiated or pending against the Company for holding any Benami property.

e. The Company do not have any charges or satisfaction which is yet to be registered with ROC beyond the statutory period.

f. The Company have not traded or invested in Crypto currency or Virtual Currency during the financial year.

g. The Company have not advanced or loaned or invested funds to any other person(s) or entity(ies), including foreign entities (Intermediaries) with the understanding that the Intermediary shall

i. directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the company (Ultimate Beneficiaries) or

ii. provide any guarantee, security or the like to or on behalf of the ultimate beneficiaries.

h. The Company have not received any fund from any person(s) or entity(ies), including foreign entities (funding party) with the understanding (whether recorded in writing or otherwise) that the Group shall

i. directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the company (Ultimate Beneficiaries) or

ii. provide any guarantee, security or the like to or on behalf of the ultimate beneficiaries.

i. The Company have not any such transaction which is not recorded in the books of accounts that has been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961 (such as, search or survey).

j. The current liabilities of the Company in standalone financial statements exceed current assets by ? 401.63 Crore as at March 31, 2023. Further, as per the terms of the RTL Agreement, STG need to fulfil certain obligations, failing which it could trigger an event of default within next 12 months from reporting date. 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 refinancing the existing facilities and seeking proposing extension for monetisation of specified assets, if required. Accordingly, the standalone financial statements for the year ended March 31, 2023 have been prepared on the basis that the Company will continue as a going concern.

k. During the year, Suzlon Global Services Limited (''SGSL''), Suzlon Power Infrastructure Limited (''SPIL'') and Suzlon Gujarat Wind Park Limited (''SGWPL''), subsidiaries of the Company, have implemented (i) a Scheme of Amalgamation involving merger by absorption (''Scheme 1'') of SPIL with SGSL and (ii) the Scheme of Arrangement involving transfer and vesting of Project Execution Business (''Demerged Undertaking I'') and Power Evacuation Business (''Demerged Undertaking II'') (''Scheme 2'') of SGWPL into SGSL. Certified copy of the Orders in connection with amalgamation and arrangement of these subsidiaries issued by the respective NCLT were filed with the Registrar of Companies on September 29, 2022. The amalgamation and arrangement are in accordance with the provisions of Section 230 to 232 and other applicable provisions of the Companies Act, 2013 and the Rules made thereunder. The amalgamation and arrangement are among the entities forming part of the Group under common control and have been accounted in accordance with the applicable accounting standards under IND AS and as prescribed in the Schemes approved by NCLT in the standalone financial results of SGSL and SGWPL. Upon implementation of the merger, SPIL cease to exist.

49. Capital management

For the purpose of the Company''s capital management, capital includes issued equity capital, share premium and all other equity reserves attributable to the equity holders of the Company. The primary objective of the Company''s capital management is to safeguard its ability to reduce the cost of capital and to maximise shareholder value.

The capital structure of the Company is based on the management''s judgement of its strategic and day-to-day needs with a focus on total equity so as to maintain investor, creditors and market confidence.

50. Prior year amounts have been reclassified wherever necessary to confirm with current year presentation.

Mar 31, 2022

20.2 Terms/ rights attached to equity shares

The Company has only one class of equity shares having a par value of ? 2 each. Each holder of equity shares is entitled to one vote per share.

The Company declares and pays dividends in Indian rupees (^). The dividend proposed by the Board of Directors is subject to approval of the shareholders in the ensuing Annual General Meeting.

Subsequently, the Company has entered into (i) securities subscription agreement with the Investor Group dated February 28, 2020 ("Investor SSA"); (ii) an amended and restated shareholders'' agreement with the Investor Group and promoters of the Company dated February 28, 2020 ("SHA"); and (iii) securities subscription agreement with Tanti Holdings Private Limited ("Promoter Group") dated February 28, 2020 ("Promoter SSA"). In terms of Promoter SSA, the Company has, on June 27, 2020, issued and allotted 40,80,77,000 equity shares of ? 2 each for cash at an issue price of ? 2.45 per share to Tanti Holdings Private Limited on preferential basis. Further, in terms of Investor SSA, the Company has on June 27, 2020, issued and allotted 20,40,77,000 equity shares of ? 2 each for cash at an issue price of ? 2.45 per share and 4,998 Compulsorily Convertible Debentures (CCDs) of ? 1,00,000/- each for cash at par to the Investor Group on preferential basis. The said 4,998 CCDs have been mandatorily converted into 20,39,98,368 equity shares on December 26, 2021 at a conversion price of ? 2.45 per share as per the terms of issue and allotment of CCDs.

20.6 The Securities Issue Committee of the Board of Directors of the Company has approved allotment of 20,39,98,368 fully paid up equity shares having a face value of ? 2 each on December 26, 2021 pursuant to conversion of 4,998 fully paid up Compulsorily Convertible Debentures (hereinafter referred to as the "CCDs") having a face value of ? 1,00,000/- each for cash at a conversion price of ? 2.45 per share.

20.7 The Company on approval of the Securities Issue Committee of the Board of Directors at its meeting held on August 17, 2020 has allotted 112,285 new foreign currency convertible bonds (the "Restructured Bonds") having a face value of US$ 320 aggregating to US$ 35,931,200 in exchange of 112,285 Bonds of USD 1,000 each.

Further, the Company has allotted following equity shares having a face value of ? 2/- each pursuant to conversion notice(s) received from bondholder(s) for conversion of Bonds having a face value of USD 320 each into equity shares at a conversion price of ? 2.61 with a fixed rate of exchange on conversion of ? 74.8464 to USD 1.00 and after capitalising interest @ 2.75% per annum accrued on half yearly basis in terms of the consent solicitation and information memorandum and its details are as given below:

Further, as per the terms of restructuring, the bondholders forming part of US$ 546,916,000 Step-up Convertible Bonds due July 2019 who had neither exercised Option A nor Option B were entitled to exercise Option A for a period up to 12 months from the Share Completion Date being August 17, 2020, i.e. up to August 16, 2021. Out of 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. Accordingly on approval of the Securities Issue Committee of the Board of Directors at its meeting held on August 17, 2021, the Company has allotted 18,067,499 fully paid-up equity shares having a face value of ? 2/- each for cash at a conversion price of ? 6.77 each i.e. at a premium of ? 4.77 per equity share aggregating to ? 12.23 Crore in terms of the consent solicitation and information memorandum. Remaining 132 (One Hundred Thirty Two) Bonds for which conversion instructions have not been received till August 16, 2021 have lapsed and accordingly stands cancelled w.e.f. August 17, 2021.

20.8 Post March 31, 2022 and in terms 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 Reserve Bank of India vide its circular dated 7^th June 2019 (the "RBI Circular") stands cancelled with effect from May 24, 2022.

Nature and purposes of various items in other equity:a. Equity component of compound financial instruments

b. Capital reserve

The Company recognises profit or loss on purchase / sale of the equity instruments in case of merger to capital reserve.

c. Capital redemption reserve

The Company recognises capital redemption reserve in case of issue of bonus shares to shareholders.

d. General reserve

The Company has transferred a portion of the net profit of the Company before declaring dividend or a portion of net profit kept separately for future purpose is disclosed as general reserve.

e. Securities premium

Securities premium reserve is used to record the premium on issue of shares. The reserve is utilised in accordance with the provisions of the Companies Act, 2013.

f. Capital contribution

The resultant gain arising on extinguishment of existing debt and fair value of financial instruments issued as per the terms of Resolution plan is transferred to Capital contribution since the Lenders have potential exercisable participative rights.

22.1 Implementation of Resolution Plan

On June 30, 2020 (''Effective Date''), the Company along with its identified domestic subsidiaries viz: Suzlon Global Services Limited (''SGSL''), Suzlon Power Infrastructure Limited (''SPIL'') and Suzlon Gujarat Wind Park Limited (''SGWPL'') and a joint venture Suzlon Generators Limited (''SGL'') collectively referred to as the ''Borrowers'' or ''STG'' and individually as the ''Borrower'', implemented a resolution plan for restructuring of the debt of STG formulated under the Reserve Bank of India (Prudential Framework for Resolution of Stressed Assets) Directions, 2019 issued by Reserve Bank of India vide its circular dated June 7, 2019 (''the RBI Circular" / "Regulatory Framework").

The facilities of STG are restructured in following manner and divided into 3 parts:

Part A - Existing facilities to the extent of K 5,188.41 Crore is restructured as follows:

â¢ Repayment of Rupee Term Loan of K 3,600.00 Crore in 40 structured quarterly instalments commencing from September 2020 to June 2031 at the rate of interest of 9.00% per annum, (RTL-II), The Lenders have restructured RTL of K 3,500.99 Crore in SEL, K 63.69 Crore in SGWPL and K 35.32 Crore in SPIL.

â¢ Repayment of Rupee Term Loan of the Company under Project Specific Facility (''PSF) of K 261.00 Crore (RTL - III),

â¢ Continuation of existing non-fund based (''NFB'') working capital facilities of K 1,300.00 Crore of STG.

Part B - Existing facilities to the extent of K 4,100 Crore is converted in to 410,000 fully paid up 0.01% Secured Optionally Convertible Debentures (''OCD'') of face value of K 100,000 each of Company issued to Lenders.

Part C - Existing facilities to the extent of K 4,453.01 Crore is converted into 4,45,301, 0.0001% Unsecured Compulsorily Convertible Preference Shares (''CCPS'') of face value of K 100,000 each of SGSL (subsidiary of Company) to the Lenders and 99,71,76,872 equity shares of face value of K 2 each of the Company for an aggregated consideration of K 1 per Lender.

â¢ Issuance of 49,85,88,439 warrants of the Company to the Lenders as a security towards achieving upgrade of the account on or before March 31, 2022. (refer Note 20.8).

â¢ Restructuring of foreign currency convertible bonds (FCCB) with bondholders i.e. roll over/ conversion into equity shares of the Company.

â¢ Waiver of existing defaults, events of defaults and penal interest and charges and waiver of right to recompense in accordance with Master Restructuring Agreement (MRA) dated March 28, 2013.

â¢ Capital raising exercise by way of rights issue / preferential allotment or convertible instruments or unsecured loans from Promoters or Investors of upto K 375 Crore, which was implemented by equity infusion of K 342.16 Crore and issue of compulsory convertible debentures of K 49.98 Crore by promoters and investors in the Company.

22.2 Optionally Convertible Debentures (''OCD)

As part of the implementation of Resolution Plan, on June 27, 2020 the Company issued 410,000 fully paid up 0.01% Secured Optionally Convertible Debentures (''OCD'') of face value of K 100,000 each aggregating to K 4,100 Crore to Lenders. The Company has accounted the issuance of OCD at fair value as per Ind AS 109 ''Financial Instruments''. The key terms of OCD are as follows:

â¢ The OCD are unlisted and unrated and carry coupon of 0.01% payable annually. The OCD does not carry voting rights till conversion.

â¢ The initial tenure of OCD is up to ten years from the date of allotment i.e. June 26, 2030. At the end of initial tenor, the holders of OCD shall have the obligation to subscribe to new series of OCD having tenor of ten years. Such new series of OCD shall be issued in compliance with the provisions of applicable law, and on similar terms of issuance as that of old series OCD in accordance with regulatory approvals and Resolution Plan.

â¢ There shall be structured redemption of OCD over 20 years. During initial 10 years there shall be redemption in face value of K 10 each aggregating to K 0.41 Crore annually.

â¢ In case of default in redemption of OCD pursuant to its terms, the holders of OCD shall have the option to convert the defaulted redemption amount into equity shares of the Company. In case of default in servicing OCD, the OCD holders shall have an option to convert OCD into equity shares of the Company. The conversion price of the OCD shall be determined in accordance with applicable laws.

â¢ From the expiry of a period of five years from the Effective Date and on completion of certain events, the Company has an Option to buyback/ redeem OCD at Exit Price in accordance with FRA. From the expiry of a period of five years from the Effective Date and on completion of certain events, the Promoters of the Company have an Option to buy the OCD at Exit Price in accordance with FRA.

OCD have been classified as financial liability as there is contractual obligation to deliver cash over a period of 20 years in terms of repayment of principle and interest. OCD are initially recognised at fair value and subsequently measured at amortised cost using the effective interest method at 13.00%. The resultant gain or loss at initial recognition is recognised to other equity.

Post March 31, 2022, and in terms of the Refinancing Proposal, the Company has on May 24, 2022 allotted 57,14,28,572 equity shares having face value of K 2 each pursuant to conversion of entire outstanding value of 410,000 number of OCD having face value of K 100,000 each. Refer Note 4 for details.

22.3 Payable towards debt assignment

The Resolution Plan stipulated the issuance of CCPS of K 4,453.01 Crore by SGSL to the Lenders towards discharge of a part of the debt owed by SEL to the Lenders. This meant that while the debt is owed from SEL, the Lenders wanted CCPS from its wholly owned subsidiary which has estimated value. The concept of issue of shares to Lenders without any infusion would not be possible under accounting/ Companies Act. In order to give effect to the above stipulation, SEL has assigned the equivalent amount of debt of K 4,453.01 Crore to SGSL, which meant that the debt is now owed from SGSL by Lenders and against which SGSL issued the CCPS to the Lenders. Pursuant to such assignment of debt, SEL has recognised the aforesaid amount of K 4,453.01 Crore as a loan payable to SGSL.

The terms of the CCPS include a coupon of 0.0001% and conversion into equity shares of SGSL on or after March 31, 2040 at fair market value as on the conversion date. Correspondingly, the loan payable to SGSL has been recognised on the matching terms in line with the aforesaid CCPS i.e. an interest rate of 0.0001% and maturity till March 31, 2040.

The loan payable is initially recognised at fair value and subsequently measured at amortised cost using the effective interest method at 13.00%. The resultant gain or loss at initial recognition is recognised at fair value through other equity.

Post March 31, 2022, and in terms of the Refinancing Proposal, SGSL has on May 24, 2022 allotted 4,454 equity shares having a face value of ?10/- each pursuant to conversion of entire outstanding value of 4,45,301 Compulsorily Convertible Preference Shares having a face value of ?1,00,000/- each. Refer Note 4 for further details.

22.4 The details of security for the secured loans are as follows:

a. Financial facilities by way of RTL II from Lenders in accordance with Resolution Plan aggregating to ? 2,947.41 Crore (previous year: ? 3,323.39 Crore) of which ? 2,461.28 Crore (previous year: ? 3,026.57 Crore) classified as long-term borrowings and ? 486.13 Crore (previous year: ? 296.82 Crore) classified as current maturities of long-term borrowings and non-fund based working capital facilities are secured by first pari-passu charge over all current assets of SEL, SGWPL, SPIL and SGL (except for certain identified assets), first pari-passu charge over all current assets generated under identified orders both present and future, first pari-passu charge over all current assets of SGSL both present and future, first pari-passu charge with new PSF Lenders on current assets generated under identified orders of Borrowers except SGSL in certain scenario, second charge on cash flows of Borrowers except SGSL arising out of identified orders which are funded by new PSF Lenders, first pari-passu charge over all fixed assets of Borrowers whether movable or immovable, first charge over Trust and Retention Account (''TRA''), first charge on DSR Accounts, , first pari-passu pledge over 100% of fully paid-up equity capital of SGWPL and SPIL and 75% of SGL by SEL, first pari-passu pledge over 100% of fully paid-up equity capital of SGSL till conversion of CCPS into equity shares of SGSL, negative lien over the equity shares held by SEL in SE Forge Limited, Non disposal undertaking or pledge over the 100% of the equity share capital of Suzlon Energy Limited, Mauritius (''SELM'') and AE Rotor Holding B.V. (''AERH''), first pari-passu pledge over certain equity shares of SEL held by the promoters and other members of the promoter group, brand image of Suzlon and personal guarantee of Mr. Tulsi R. Tanti.

b. Financial facilities by way of RTL III under PSF aggregating to ? Nil (previous year: ? 130.91 Crore) classified as short -term borrowings are secured by escrow over receivables of identified order, priority over cashflows due to PSF from identified order, first pari-passu charge over all existing domestics assets as on Effective Date as available with the Lenders (excluding offshore securities) including current assets of identified order on reciprocal basis and personal guarantee of Mr. Tulsi R. Tanti.

c. 410,000 fully paid up 0.01% Secured Optionally Convertible Debentures (''OCD'') having original face value of ? 100,000 each of Company issued to Lenders aggregating to face value of ? 4,100.00 Crore having outstanding face value of ? 4,099.18 Crore and fair value of ? 757.75 Crore (previous year: ? 670.94 Crore) of which ? 757.34 Crore (previous year: ? 670.53 Crore) classified as long-term borrowings and ? 0.41 Crore (previous year: ? 0.41 Crore) classified as current maturities of long-term borrowings are secured by security as specified above for RTL II on pari passu basis and corporate guarantee of SGSL, SPIL, SGWPL and SPIL.

22.5 The Company has non-fund based facilities from banks on the basis of security of current assets. The quarterly statements of current assets filed by the Company with banks are in complete agreement with the books of accounts.

22.6 Foreign currency convertible bonds (FCCBs)

August 2032 Bonds issued by the Company are compound financial instruments and on the conversion of the Bonds, the Company need to issue fixed numbers of equity shares to the holders of the Bonds. Accordingly, the liability components of the August 2032 Bonds is initially recognised at fair value and subsequently measured at amortised cost using the effective interest method at 5.72% and the residual portion is recognised in other equity.

Following are the key terms of August 2032 Bonds post restructuring:
Particulars	August 2032 Bonds
Issue date	August 17, 2020
Number of bonds	112,285
Face value per bond (in USD)	320
Original outstanding (in USD)	35.931 Million
Conversion price per share (?)	2.61
Fixed exchange rate (?/ USD)	74.8464
Redemption as a % of principal amount (%)	138.78
Coupon rate (per annum)	4.00%*
Maturity date	August 17, 2032
Current outstanding (in USD)	9.842 Million#

# Since the date of issuance, Bonds equivalent to USD 26.818 Million of August 2032 Bonds have been converted into shares by March 31, 2022. The bondholders have exercised their rights to convert bonds of USD 16.995 Million of August 2032 bonds during the year. Interest equivalent to USD 0.39 Million have been converted in FCCB by March 31, 2022. Refer Note 20.7 for FCCB conversion details.

Operation, maintenance and warranty (''O&M'') represents the expected liability on account of field failure of parts of WTG and expected expenditure of servicing the Wind Turbine Generators (''WTGs'') over the period of free operation, maintenance and warranty, which varies according to the terms of each sales order.

27.4 Performance obligation

Information about the Company''s performance obligations are summarised below:

WTG equipment

The performance obligation is satisfied upon delivery of the equipment and payment is generally due within 30 to 45 days from completion of contract milestone. Standard warranty period beyond fixing the defects that existed at the time of sale is provided to customers. The warranty is accounted for as a separate performance obligation and a portion of transaction price is allocated. The performance obligation for the warranty service is satisfied over the standard period on time elapsed.

Project services

Project services includes civil foundation, electrical, installation and commissioning of WTG''s. The performance obligation is satisfied over-time and payment is generally due upon completion of milestone as per terms of the contract.

Power evacuation infrastructure facilities

The performance obligation is satisfied upon commissioning and electrical installation of the Wind Turbine Generator (WTG) to the said facilities followed by approval for commissioning of WTG from the concerned authorities.

Land revenue

Operation and maintenance income (''OMS'')

The performance obligation is satisfied over-time and payment is due within 30 days from invoice date which is raised as per contractual agreement.

a. During the year ended March 31, 2021, the Company had restructured liabilities relating to FCCB''s, into new FCCB''s resulting into gain of ? 858.75 Crore and transaction cost for restructuring of ? 37.01 Crore.

b. The Company has made provision of ? 103.07 Crore (previous year: ? 5.28 Crore) towards impairment of investments in, loans given and other financial assets given to subsidiaries, associates and joint venture.

c. On April 07, 2022, Suzlon Generators Limited (''SGL'') ceased to be a joint venture of Suzlon Energy Limited (SEL) pursuant to divestment of SEL''s 75% stake in SGL to Voith Turbo Private Limited and accordingly gain on loss of control is disclosed under exceptional items.

d. The Borrowers were obligors to the State Bank of India and other Indian lenders under an Onshore stand by letter of credit (''SBLC'') Facility Agreement and had given security on behalf of AE Rotor Holding B.V. (''AERH'') a step down wholly owned subsidiary of the Company under the Offshore SBLC Facility Agreement for the issuance by State Bank of India in favour of the Security Agent acting on behalf of the lenders of AERH. The SBLC of USD 576.74 Million issued by State Bank of India has been invoked during the year ended March 31, 2020 and accordingly, foreign currency translation loss of ? 14.87 Crore is recognised on invocation during the year ended March 31, 2021.

35.3 Details of carry forward losses and unused credit on which no deferred tax asset is recognised by the Company are as follows:

Unabsorbed depreciation can be carried forward indefinitely. The business losses can be carried forward for 8 years. The Company has opted for concessional tax regime u/s.115BAA since FY 2020-21 and therefore carry forward of MAT credit will not be available. Majority of business losses will expire in between March 2023 to March 2028. Majority of the capital loss will expire between March 2024 to March 2028.

38. Post-employment benefit plans Defined contribution plan:

During the year the Company has recognised ? 7.38 Crore (previous year: ? 7.19 Crore) in the statement of profit and loss towards employer contribution to provident fund/ pension fund.

Defined benefit plan:

The Company has a defined benefit gratuity plan. Every employee who has completed five or more years of service is eligible for gratuity. Gratuity is computed based on 15 days salary based on last drawn salary for each completed year of service. The scheme is partially funded with an insurance company in the form of a qualifying insurance policy.

For the year ending on March 31, 2023 the Company expects to contribute ? 23.94 Crore (previous year: ? 24.64 Crore) towards its defined benefit plan.

The average duration of the defined benefit plan obligation at the end of the financial year is 8 years (previous year: 8 years). 39. Leases

The Company has lease contracts for land, factory and office buildings used in its operations. Leases of land, plant and machinery generally have lease terms between 3 to 10 years. The Company''s obligations under its leases are secured by the lessor''s title to the leased assets. Generally, the Company is restricted from assigning and subleasing the leased assets. There are lease contracts that include extension and termination options and variable lease payments. The Company also has certain leases of premises with lease terms of 12 months or less and with low value. The Company applies the ''short-term lease'' and ''lease of low-value assets'' recognition exemptions for these leases.

41. Contingent liabilities
	March 31, 2022	March 31, 2021
Guarantees given on behalf of subsidiaries in respect of loans / guarantee granted to them by banks / financial institutions	33.40	79.04
Customs duty and service tax pending in appeal *	127.10	121.58
Amounts in respect of MSMED	0.91	0.17
State levies	-	17.70
	161.41	218.49

The Company has stood as co-borrower and guarantor for loans granted to the Company and its identified domestic subsidiaries and a joint venture for which certain securities defined in Note 22.4 are provided, the amount of which liability of each of parties is not ascertainable.

42. Segment information

Terms and conditions of transactions with related parties

Outstanding balances at the year-end are unsecured and settlement occurs in cash. There have been no guarantees provided or received for any related party receivables or payables. This assessment is undertaken each financial year through examining the financial position of the related party and the market in which the related party operates.

44. Fair value measurements

45. Fair value hierarchy

There are no transfers between level 1 and level 2 during the year and earlier comparative periods. The Company''s policy is to recognise transfers into and transfers out of fair value hierarchy levels as at the end of the financial year.

The following table provides quantitative disclosure of fair value measurements hierarchy of the Company''s assets and liabilities:

The Company''s principal financial liabilities, comprise loans and borrowings, trade and other payables. The main purpose of these financial liabilities is to finance the Company''s operations and to provide support to its operations. The Company''s principal financial assets include loans, trade and other receivables, and cash and cash equivalents that derive directly from its operations. The Company also holds FVTPL investments.

46.1 Market risk

The sensitivity analysis in the following sections relate to the position as at March 31, 2022 and March 31, 2021.

a. Interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates.

b. Foreign currency risk and sensitivity

The Company''s exposure to foreign currency risk as at the end of the financial year expressed in INR Crore are as follows:

Foreign currency sensitivity

The Company''s currency exposures in respect of monetary items as at March 31, 2022, March 31, 2021 that result in net currency gains and losses in the income statement and equity arise principally from movement in US Dollar and Euro exchange rates.

46.2 Credit risk

a. Trade receivables

Refer Note 2.3 (q) for accounting policy on financial instruments.

b. Financial instruments

The Company''s maximum exposure to credit risk as at March 31, 2022 and as at March 31, 2021 is the carrying value of each class of financial assets.

Reasons for variance

* There is no significant change (i.e. change of more than 25% as compared to the immediately previous financial year) in the key financial ratios.

@ Revenue growth along with improved liquidity and efficiency on working capital has resulted in improvement of ratio. $ Revenue growth along with improved liquidity has resulted in improvement of ratio.

49. Other information

a. On June 29, 2021, Suzlon Wind Energy Corporation (''SWECO''), wholly owned step down subsidiary of the Company based in USA filed for voluntary bankruptcy liquidation under Chapter 7 of the US Bankruptcy Code. Accordingly, on loss of control, SWECO ceased to be a subsidiary of the Company with effect from June 29, 2021.

b. The Company do not have any Benami property, where any proceeding has been initiated or pending against the Company for holding any Benami property.

c. The Company do not have any charges or satisfaction which is yet to be registered with ROC beyond the statutory period.

d. The Company have not traded or invested in Crypto currency or Virtual Currency during the financial year.

e. The Company have not advanced or loaned or invested funds to any other person(s) or entity(ies), including foreign entities (Intermediaries) with the understanding that the Intermediary shall

i. directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the company (Ultimate Beneficiaries) or

ii. provide any guarantee, security or the like to or on behalf of the ultimate beneficiaries.

f. The Group have not received any fund from any person(s) or entity(ies), including foreign entities (funding party) with the understanding (whether recorded in writing or otherwise) that the Group shall

i. directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the company (Ultimate Beneficiaries) or

ii. provide any guarantee, security or the like to or on behalf of the ultimate beneficiaries.

g. The Company have not any such transaction which is not recorded in the books of accounts that has been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961 (such as, search or survey).

	March 31, 2022	March 31, 2021
Equity share capital	1,843.49	1,701.60
Other equity	(5,735.58)	(5,680.43)
Total capital	(3,892.09)	(3,978.83)

51. Prior year amounts have been reclassified wherever necessary to confirm with current year presentation.

Mar 31, 2018

1. Company information

Suzlon Energy Limited (âSELâ or âthe Companyâ) having CIN: L40100GJ1995PLC025447 is a public company domiciled in India and is incorporated under the provisions ofthe CompaniesAct applicable in India. Its shares are listed on two recognised stock exchanges in India. The registered office ofthe Company is located at âSuzlonâ, 5 Shrimali Society, Near Shree Krishna Complex, Navrangpura, Ahmedabad - 380 009, India. The principal place of business is its headquarters located at One Earth, Hadapsar, Pune-411 028, India.

The Company is primarily engaged in the business of manufacturing of wind turbine generators (âWTGsâ) and related components of various capacities.

The financial statement were authorised for issue in accordance with a resolution ofthe directors on May 30, 2018.

2. Basis of preparation and significant accounting policies

2.1 Basis of preparation

The financial statements ofthe Company have been prepared in accordance with Indian Accounting Standards (Ind AS) notified under section 133 of the Companies Act, 2013 read together with the Companies (Indian Accounting Standards) Rules, 2015, as amended (âthe Rulesâ).

The financial statements have been prepared on a historical cost basis, except for the following assets and liabilities which have been measured atfairvalue:

- Derivative financial instruments and

- Certain financial assets and liabilities measured at fair value (refer accounting policy regarding financial instruments).

The financial statements are presented in Indian Rupees and all values are rounded to the nearest Crore (INR 0,000,000) up to two decimals, except when otherwise indicated.

Financial statements for the year ended March 31, 2017 were audited by-S. R. Batliboi &Co. LLP, Pune and SNK &Co. Pune.

2.2 Recent accounting developments Standards issued but not yet effective

The amendments to standards that are issued, but not yet effective, up to the date of issuance ofthe Companyâs financial statements are disclosed below. The Company intends to adopt these standards, if applicable, when they become effective.

The Ministry of Corporate Affairs (MCA) has issued the Companies (Indian Accounting Standards) Amendment Rules, 2018 and has amended the following standards:

Appendix B to Ind AS 21 Foreign currency transactions and advance considerations:

On March 28, 2018, the Ministry of Corporate Affairs (âthe MCAâ) notified the Companies (Indian Accounting Standards) Amendment Rules, 2018 containing Appendix B to Ind AS 21 Foreign currency transactions and advance consideration which clarifies the date ofthe transaction for the purpose of determining the exchange rate to use on initial recognition ofthe related asset, expense or income, when an entity has received or paid advance consideration in a foreign currency.

The amendment will come into force from April 1, 2018. The Company has evaluated the effect ofthis on the financial statements and the impact is not material.

Ind AS 115 Revenue from contracts with customers:

On March 28, 2018, the MCA notified Ind AS 115. The cores principle of new standard is that an entity should recognise revenue to depict the transfer of promised good or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. Further, the new standard requires enhanced disclosures about the nature, amount, timing and uncertainty of revenue and cashflows arising from the entityâs contracts with customers.

The standard permits two possible methods oftransition:

- Retrospective approach-Under this approach the standard will be applied retrospectively to each reporting period presented in accordance with Ind AS 8, Accounting Policies, Changes in Accounting Estimates and Errors.

- Retrospectively with cumulative effect of initially applying the standard recognised at the date of initial application (Cumulative catch-up approach).

The effective date for adoption of Ind AS 115 is financial period beginning from April 1, 2018. The Company will adopt the standard on April 1, 2018 by using the cumulative catch-up transition method and accordingly, comparatives for the year ending or ended March 31, 2018 will not be retrospectively adjusted. The Company is evaluating the impact of adoption of Ind AS 115 and based on the preliminary assessment there shall be no material impact.

3. Significant accounting judgements, estimates and assumptions

The preparation of the Companyâs financial statements requires management to make judgements, estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities, and the accompanying disclosures, and the disclosure of contingent liabilities. Uncertainty about these assumptions and estimates could result in outcomes that require a material adjustment to the carrying amount of assets or liabilities affected in future periods.

a. Significant judgements in applying the Companyâs accounting policy

In the process of applying the Companyâs accounting policies, management has made the following judgements, which have the most significant effect on the amounts recognised in the financial statements:

Guarantee classified as an insurance contract

The Company, together with its three Indian subsidiaries and a joint venture are obligors to the State Bank of India and other Indian lenders and have given security in connection with loan availed by AE Rotor Holding B.V. (âAERHâ), The Netherlands, a step down wholly owned subsidiary ofthe Company. The Company has treated the said guarantee as an insurance contract under Ind AS 104. Please refer to Note 4 for further details.

Operating lease commitments-Company as a lessor

The Company has entered into commercial property leases on its investment property portfolio. The Company has determined, based on an evaluation of the terms and conditions ofthe arrangements, such asthe lease term not constituting a major part ofthe economic life ofthe commercial property and the fair value of the asset, that it retains all the significant risks and rewards of ownership of these properties and accounts for the contracts as operating leases.

Revenue recognition and presentation

The Company assesses its revenue arrangements against specific criteria, i.e. whether it has exposure to the significant risks and rewards associated with the sale of goods or the rendering of services, in order to determine if it is acting as principal or as an agent. When deciding the most appropriate basis for presenting revenue or costs of revenue, both the legal form and substance ofthe agreement between the Company and its business partners are reviewed to determine each partyâs respective role in the transaction.

b. Significant accounting estimates and assumptions

The key assumptions concerning the future and other key sources of estimation uncertainty at the reporting date, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year, are described below. Uncertainty about these assumption and estimates could result in outcomes that require a material adjustment to the carrying amount of assets or liabilities affected in future periods.

Allowance for trade receivables

Trade receivables do not carry any interest and are stated at their normal value as reduced by appropriate allowances for expected credit loss. The Company recognises impairment loss allowance based on lifetime ECLs at each reporting date, right from its initial recognition. For recognition of impairment loss on other financial assets and risk exposure, the Company determines that whether there has been a significant increase in the credit risk since initial recognition. The carrying value of allowance for doubtful debts is Rs 73.49 Crore, Rs 89.91 Crore as of March 31, 2018 and March 31, 2017 respectively. Refer Note 12

Share-based payments

Estimating fair value for share-based payment transactions requires determination ofthe most appropriate valuation model, which is dependent on the terms and conditions of the grant. This estimate also requires determination of the most appropriate inputs to the valuation model including the expected life of the share option, volatility and dividend yield and making assumptions about them. The assumptions and models used for estimating fair value for share-based payment transactions are disclosed in Note 38.

Taxes

Deferred tax assets are recognised for all unused tax losses to the extent that it is probable that taxable profit will be available against which the losses can be utilised. Significant management judgement is required to determine the amount of deferred tax assets that can be recognised, based upon the likely timing and the level of future taxable profits, future tax planning strategies. The company has unabsorbed depreciation, unabsorbed business loss, unutilised MAT credit and capital loss details which are given in Note 34. The unabsorbed depreciation can be carried forward indefinitely. The business loss can be carried forward for 8 years, MAT credit for 15 years and capital loss for 8 years. Majority of business losses will expire in between March 2020 to March 2022, MAT credit in between March 2022 to March 2023 and capital loss in between March 2024 to March 2025. As there are not certain taxable temporary differences or tax planning operations, the Company has not recognised deferred tax assets on conservative basis. Refer Note 34

Defined benefit plans (gratuity benefits)

The cost of the defined benefit gratuity plan and the present value of the gratuity obligation are determined using actuarial valuations. An actuarial valuation involves making various assumptions that may differ from actual developments in the future. These include the determination ofthe discount rate, future salary increases and mortality rates. Due to the complexities involved in the valuation and its long-term nature, a defined benefit obligation is highly sensitive to changes in these assumptions. All assumptions are reviewed at each reporting date.

The parameter most subject to change is the discount rate. In determining the appropriate discount rate for plans operated, the management considers the interest rates of government bonds in currencies consistent with the currencies ofthe post-employment benefit obligation.

The estimates of future salary increases take into account the inflation, seniority, promotion and other relevant factors.

Further details about gratuity obligations are given in Note 37.

Fair value measurement of financial instruments

When the fair values of financial assets and financial liabilities recorded inthe balance sheet cannot be measured based on quoted prices in active markets, their fair value is measured using valuation techniques including the DCF model. The inputs to these models are taken from observable markets where possible, but where this is not feasible, a degree of judgement is required in establishing fair values. Judgements include considerations of inputs such as liquidity risk, credit risk and volatility. Changes in assumptions about these factors could affect the reported fair value of financial instruments. Refer Note 45 for further disclosures.

Intangible asset under development

The Company capitalises intangible asset under development for a project in accordance with the accounting policy. Initial capitalisation of costs is based on managementâs judgement that technological and economic feasibility is confirmed, usually when a product development project has reached a defined milestone according to an established project management model. In determining the amounts to be capitalised, management makes assumptions regarding the expected future cash generation ofthe project, discount rates to be applied and the expected period of benefits. Refer Note 10. Refer Note 2.3 (i) for the estimated useful life of intangible assets.

Property, plant and equipment

Refer Note 2.3 (g) for the estimated useful life of property, plant and equipment. The carrying value of property, plant and equipment has been disclosed in Note 6.

Recompense liability

The Company is in negotiation with CDR lenders for a voluntary exit from CDR scheme. The Company has recognised recompense liability payable to CDR lenders based on management estimate which is derived considering certain scenarios and assumptions in relation to interest rate, waiver in recompense, timing of loan repayment and CDR Exit etc. The amount payable by the Company as recompense is dependent on various factors and also on discussions and negotiations with the CDR lenders. Refer Note 22.

4. SBLC facility and security given to AE Rotor Holding B.V. (âAERHâ)

Suzlon Energy Limited (âthe Companyâ), together with its three Indian subsidiaries and a joint venture are obligors to the State Bank of India and other Indian lenders under an Onshore SBLC Facility Agreement and have given security on behalf of AE Rotor Holding B.V. (âAERHâ) a step down wholly owned subsidiary of the Company under the Offshore SBLC Facility Agreement for the issuance ofthe stand-by letter of credit by State Bank of India in favour ofthe Security Agent acting on behalf ofthe lenders of AERH. The outstanding amount of loan as at March 31, 2018 is USD 569.40 Million. In accordance with the loan agreement the said loan is repayable in February 2023. The Company has treated the said guarantee as an insurance contract under Ind AS 104 and has assessed that no provision is required thereon as on March 31, 2018.

5. Composite scheme of amalgamation and arrangement

On April 27, 2016, the board of directors ofthe Company had approved a composite scheme which comprised of merger of its three wholly owned subsidiaries, namely, SE Blades Limited (âSEBLâ), SE Electricals Limited (âSEELâ) and Suzlon Wind International Limited (âSWILâ) inthe Company, with effect from January 1, 2016 (being the appointed date for merger) and demerger of tower business from wholly owned subsidiary, Suzlon Structures Limited (âSSLâ) (now known as Suzlon Global Services Limited) (âSchemeâ) with the Company, with effect from April 1, 2016 (being the appointed date for demerger).

This Scheme has been approved by the Honourable National Company Law Tribunal, Ahmedabad Bench on May 31, 2017 and the Company had incorporated the âaccounting effectsâ in the financial statement of FY 2016-17, as per the accounting treatment prescribed in the Scheme which is in compliance and accordance with the accounting standards applicable to the Company as ofthe appointed date ofthe Scheme. As per the Scheme, the Company has recognised Goodwill of Rs 1,059.80 Crore which shall be be amortised over five years in accordance with the Scheme. Had the Company applied the accounting treatment in accordance with Ind-AS 103, this accounting treatment would have been different.

Goodwill acquired pursuant through the Scheme has been allocated to the cash generating units based in special economic zone. These CGUs form part ofthe WTG operating segment, for impairment testing. The carrying amount of goodwill of Rs 471.80 Crore as at March 31, 2018 and Rs 643.36 Crore as at March 31, 2017, has been allocated to single CGU.

The Company performed its annual impairment test for years ended March 31, 2018 and March 31, 2017, respectively. The Company considers the relationship between its market capitalisation and its book value, among other factors, when reviewing for indicators of impairment.

The recoverable amount of the CGU has been determined based on a value in use calculation using cash flow projections from financial projections approved by senior management covering a five-year period. The pre-tax discount rate applied to cash flow projections for impairment testing during the current year is 26.2% (26.2%) and cash flows beyond the five-year period are extrapolated using a 5% growth rate (5%). The Company is also amortising the goodwill over a period of five full yearâs period.

Key assumptions used for value in use calculations

The calculation of value in use for the CGU is most sensitive to the following assumptions:

Discount rates - Discount rates represent the current market assessment of the risks specific to each CGU, taking into consideration the time value of money and individual risks ofthe underlying assets that have not been incorporated inthe cash flow estimates. The discount rate calculation is based on the specific circumstances ofthe Company and is derived from its weighted average cost of capital (âWACCâ). The WACC takes into account both debt and equity. The cost of equity is derived by applying capital asset pricing model and considering equity premium of 7% for Indian market and 5.5% for overseas market. The cost of debt is based on current average borrowing cost that a market participant would expect to pay to obtain its debt financing assuming the target capital structure. Weightage of equity and debt are considered based on the average capital structure of public companies in the wind industry. The beta factors are evaluated annually based on publicly available market data of companies in wind industry. Adjustments to the discount rate are made to factor in the specific amount and timing ofthe future tax flows in order to reflect a pre-tax discount rate.

Gross margins - The management expects to earn a stable margin over the five year period. The rate used by management is comparable to other comparable CGUs owned bythe Company.

Sensitivity to changes in assumptions

The implications of the key assumptions for the recoverable amount are discussed below:

- Gross margins - A decreased demand can lead to a decline in gross margin. A decrease in gross margin to 3% would result in impairment.

- Discount rates - A rise in pre-tax discount rate to 8% would result in impairment.

During the financial year 2016-17, in accordance with a Scheme for Arrangement, the Company has recognised goodwill on amalgamation aggregating to Rs 1,059.80 Crore and amortised Rs 171.56 Crore for the year ended March 31, 2018 in the standalone financial statements. This accounting treatment is different from the accounting treatment prescribed under Indian Accounting Standards.

6. Capital work-in-progress

Capital work in progress as at March 31, 2018, Rs 112.06 Crore (previous year: Rs 72.73 Crore), primarily includes building and plant and machineries under construction.

The companyâs investment property consist of three commercial properties.

As at March 31, 2018 and March 31, 2017 the fair value of the properties are Rs 183.84 Crore and Rs 81.16 Crore respectively. The fair valuation is derived by management internally.

Under the DCF method, fair value is estimated using assumptions regarding the benefits and liabilities of ownership over the assetâs life including an exit or terminal value. This method involves the projection of a series of cash flows on a real property interest. To this projected cash flow series, a market-derived discount rate is applied to establish the present value ofthe income stream associated with the asset.

7. Intangible assets under development

Intangible assets under development as at March 31,2018, Rs 179.82 Crore (previous year: Rs 55.53 Crore), primarily includes design and drawings under development.

Other financial assets include deposits of Rs 3.53 Crore (previousyear: Rs3.53 Crore) from private companies in which director is a director or member.

a) The Company incurs expenditure on development of infrastructure facilities for power evacuation arrangements as per authorisation ofthe State Electricity Boards (âSEBâ) / Nodal agencies in Maharashtra and Tamil Nadu. The expenditure is reimbursed, on agreed terms, by the SEB/ Nodal agencies. In certain cases, the Company recovers the cost from customers in the ordinary course of business. The cost incurred towards development of infrastructure facility inventory is reduced by the reimbursements received from SEB/Nodal agencies and the net amount is shown as âInfrastructure Development Assetâ under other financial assets. The excess of cost incurred towards the infrastructure facilities net of reimbursement received from SEB/Nodal agencies/customers is charged to statement of profit and loss as infrastructure development expenses. Other asset include Rs 250.06 Crore (previousyear: Rs 278.53 Crore)

For details of financial assets given as security to lenders refer Note 21(b).

a. The Company intends to dispose one of its commercial property given on lease within next 12 months. The property was previously used as its corporate office for carrying out the business. No impairment loss was recognised on reclassification of the property as held for sale as the Company expects that the fair value (estimated based on the recent market prices of similar properties in similar locations) less costs to sell is higher than the carrying amount.

b. The Company has reclassified its investments in two subsidiaries and ten joint ventures, who are in the business of generation of electricity through solar energy, as âheld for saleâ. These investments has been measured at the lower of carrying amount and fair value less cost to sell. The disposal group does not constitute a separate major component of the Company and therefore has not been classified as discontinued operations. As per CompaniesAct 2013, these entities are still subsidiaries ofthe companyas at March 31, 2018.

b. Terms/rights attached to equity shares

The Company has only one class of equityshares having a par value of Rs 2 each. Each holder of equityshares is entitled to one vote per share except for the underlying depository shares held against the Global Depository Receipts (âGDRsâ).

Holders ofthe GDR have no voting rights with respect to the equityshares represented bythe GDRs Deutsche Bank Trust Company Americas (the âDepositoryâ), which is the shareholder on record in respect of the equity shares represented bythe GDRs, will not exercise any voting rights in respect ofthe equityshares against which GDRs are issued, unless it is required to do so by law. Equity shares which have been withdrawn from the Depository facility and transferred on the Companyâs register of members to a person other than the Depository, ICICI Bank Limited (the âCustodianâ) or a nominee of either the Depository or the Custodian may be voted bythe holders thereof.

As regard the shares which did not have voting rights as on March 31, 2018 are GDRs - 22,61,816 / (equivalent shares-90,47,264) and as on March 31, 2017 are GDRs-2,749,000/(equivalent shares-10,996,000).

The Company declares and pays dividends in Indian rupees. The dividend proposed bythe Board of Directors is subject to approval ofthe shareholders inthe ensuing Annual General Meeting.

In the event of liquidation ofthe Company, the holder of equity shares will be entitled to receive remaining assets ofthe Company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equityshares held bythe shareholders.

The Company on February 13, 2015 signed a Shareholder Agreement as amended by an Amendment Agreement dated December 11, 2015 (collectively the âAgreementâ) with the Investor Group in terms of which the Investor Group agreed to subscribe to 100 Crore equityshares at the rate of Rs 18 per shares aggregating to Rs 1,800.00 Crore, which were allotted on May 15, 2015. This is in addition to shares acquired under an Open Offer under SEBI Takeover Regulations. The key terms of the Agreement with the Investor Group are as follows;

- Appointment of one nominee director.

- Certain decisions by virtue ofthe agreement need shareholder approval.

- Investor group and Promoters ofthe Company shall be considered as Persons Acting in Concert under Regulation 2(1) (q) ofthe SEBI Takeover Regulations.

- If the Promoters decide to transfer any of their shareholding in the Company, they shall first offer these to the Investor Group. Also, if the Investor Group decide to transfer any of their shareholding in the Company, they shall first offer these to the Promoter Group.

- The Investor Group shares shall be subject to a lock-in period applicable under applicable regulations or one-year whichever is later.

- The Investor Group shall be consulted in accordance with the provisions of the Agreement.

c. Aggregate number of bonus shares issued, share issued for consideration other than cash and shares bought back during the period of five years immediately preceding the reporting date:

The Company issued 10,095,000 (previous year: 10,095,000) shares to employees under Employee stock purchase scheme, wherein part consideration was received in the form of employee services.

d. Shares reserved for issue under options

For details of shares reserved for issue underthe employee stock option (ESOP) plan ofthe Company, refer Note 38(b), under heading of âClosing balanceâ.

For details of shares reserved for issue on conversion of FCCBs, refer Note 21(c) (i) for terms of conversion / redemption.

For details of shares reserved for issue on conversion of Funded Interest Term Loan into equity shares or compulsory convertible debentures and issue of equity shares in lieu of sacrifice ofthe CDR Lenders, refer Note 21(a) (iv) for terms of conversion. There are no shares reserved for issue under options as at the balance sheet date.

Note: As per records ofthe Company, including its register of shareholders / members and other declarations received from shareholders regarding beneficial interest, the above shareholding represents both legal and beneficial ownership of shares.

Nature and purposes of various items in other equity:

(a) Securities premium

Securities premium reserve is used to record the premium on issue of shares. The reserve is utilised in accordance with the provisions ofthe Companies Act, 2013.

(b) Share option outstanding account

The share-based payment reserve is used to recognise the value of equity-settled share-based payments provided to employees, including key management personnel, as part of their remuneration.

(c) Capital reserve

The Company recognises profit or loss on purchase / sale ofthe equity instruments in case of merger to capital reserve.

(d) Capital redemption reserve

The Company has transferred amount from statement of profit or loss to capital redemption reserve on redemption of preference shares issued by the company.

(e) Foreign currency monetary item translation difference account (FCMITDA)

The Company recognises FCMITDA for unamortised exchange difference pertains to long term foreign currency monetary items. (refer Note 2.3(b))

(f) General reserve

The Company has transferred a portion ofthe net profit ofthe company before declaring dividend or a portion of net profit kept separately for future purpose is disclosed as general reserve.

(g) Equity component of compound financial instruments

The FCCB has been classified as compound financial instrument. This instrument has been split between equity and liability by primarily valuing the liability portion without equity conversion options. The balance between instrument value and liability component has been treated as the value of equity conversion options. On the date oftransition the amount of FCMITDA has been recomputed under Ind AS. The difference in the value as a result has been transferred to retained earnings.

a) Corporate debt restructuring (CDR)

During the financial year ended March 31, 2013, Suzlon Energy Limited (âSELâ) along with its identified domestic subsidiaries and a joint venture collectively referred to asthe âBorrowersâ and individually as the âBorrowerâ, had restructured various financial facilities (restructured facilities) from the secured CDR lenders under the Corporate Debt Restructuring Proposal. Pursuant to approval of CDR Package bythe CDR Empowered Group (âCDR EGâ), the implementation of the CDR package was formalised upon execution of Master Restructuring Agreement (MRA) between the CDR Lenders and Borrowers during the financial year ending March 31, 2013. The MRAinter-alia covers the provisions to govern the terms and conditions of restructured facilities.

The key features ofthe CDR package are as follows:

i. Repayment of Restructured Term Loans (âRTLâ) after moratorium of 2 years from cut-off date in 32 structured quarterly instalments commencing from December 2014 to September 2022. The moratorium period of 2 years has expired on September 30, 2014.

ii. Conversion of various irregular/outstanding/devolved financial facilities into Working Capital Term Loan (âWCTLâ) and the repayment terms of which are in similar to that of RTL with enabling mandatory prepayment obligations on realisation of proceeds from certain asset sale and capital infusion.

iii. Restructuring of existing fund based and non-fund based working capital facilities, subject to renewal and reassessment every year.

iv. Unpaid Interest due on certain existing facilities on cut-off date, interest accrued during the moratorium period on RTL and WCTL and interest on fund based working capital facilities for certain period were to be converted into Funded Interest Term Loans (âFITLsâ) and which were to be converted into equity shares ofthe Company.

v. The rate of interest on RTL, WCTL, FITL and fund based working capital facilities were reduced to 11.00% per annum with reset option in accordance with MRA.

vi. Waiver of existing events of defaults, penal interest and charges etc. in accordance with MRA.

vii. Contribution of Rs 250.00 Crore in SEL by promoters, their friends, relatives and business associates as stipulated, conversion of existing promoterâs loan of Rs 145.00 Crore into equity shares / CCDs at the price determined in compliance with Securities and Exchange Board of India.

Other key features ofthe CDR Package are:

i. Right of Recompense to CDR Lenders for the relief and sacrifice extended, subject to provisions of CDR Guidelines and MRA and;

ii. SEL to issue equity shares in lieu of sacrifice ofthe CDR Lenders for the first three years from cut-off date at the price determined in compliance with Securities and Exchange Board of India, if exercised by CDR lenders.

In case of financial facilities availed from the non-CDR Lenders, the terms and conditions shall continue to be governed bythe provisions ofthe existing financing documents.

During the financial year ended March 31, 2015, the restructuring proposal with Power Finance Corporation (âPFCâ) which is a non-CDR lender was approved by CDR EG. As per the terms of restructuring, the PFC has converted certain portion of interest accrued into FITL I and FITL II. Repayment of outstanding term loan would be in accordance with terms and conditions similar to those of RTL, whereas repayment of FITL I would be made in 32 equal quarterly instalments and should be co-terminus with RTL. Repayment of FITL II would be made in 12 quarterly instalments from December 2022 to September 2025. To give effect to the restructuring a bilateral agreement between the Borrower and PFC was entered into on August 12, 2015.

b) The details of security for the current and non-current secured loans are as follows:

i) In case of financial facilities from CDR lenders in accordance with MRA and non-CDR lenders, RTL, WCTL, FITL aggregating Rs 2,392.86 Crore (previous year: Rs 2,396.91 Crore) of which Rs 2,175.50 Crore (previousyear: Rs 2,336.41 Crore) classified as long-term borrowings and Rs 217.36 Crore (previousyear: Rs 60.50 Crore) classified as current maturities of long-term borrowings, fund based working capital facilities of Rs 2,276.08 Crore (previous year: Rs 1,512.03 Crore), and non-fund based working capital facilities are secured by first pari passu charge on all chargeable present and future tangible / intangible movable assets of each of the Borrowers, first charge on all chargeable present and future immovable assets (excluding the identified properties) of each ofthe Borrowers, first charge on all present and future chargeable current assets of each ofthe Borrowers, first charge over Trust and Retention Account (âTRAâ) and other bank accounts ofthe Borrowers, pledge of equity shares held by SEL in its identified domestic subsidiaries and a joint venture which are forming part ofthe Borrowers, negative lien over the equity shares held by SEL in SE Forge Limited, pledge on shares of Suzlon Energy Limited, Mauritius (âSELMâ) held by SEL, negative lien over the equity shares of certain overseas subsidiaries of SEL held by its step down overseas subsidiaries, pledge of certain equity shares of SEL held by its promoters, personal guarantee ofthe chairman and managing director of SEL and limited personal guarantee of an erstwhile director of a subsidiary.

ii) Rs 49.71 Crore (previous year: Rs 50.00 Crore) of which Rs 42.25 Crore (previous year: Rs 50.00 Crore) classified as long-term borrowings and Rs 7.46 Crore (previousyear: Rs Nil) classified as current maturities of long-term borrowings is secured by first pari passu charge on all the assets ofthe borrowers provided to the CDR lenders shown in long-term borrowings. This loan is repayable in 24 quarterly structured instalments starting from March 18 quarter.

iii) Rs 6.13 Crore (previousyear: Rs6.13 Crore) of which Rs4.98 Crore (previousyear: Rs 6.13 Crore) classified as long-term borrowings and Rs 1.15 (previous year: Rs Nil) classified as current maturities of long-term borrowings is secured by first pari passu charge on all the assets ofthe borrowers provided to the CDR lenders shown in long-term borrowing. This loan is repayable in 15 quarterly structured instalments starting from September 18 quarter.

iv) Rs 403.82 Crore (previous year: Rs 413.32 Crore) secured by way of exclusive charge on the stock, receivables and escrow bank account maintained for the identified projects with the lender, pledge of shares and corporate guarantee of third parties.

v) Rs Nil (previous year: Rs 50.35 Crore) secured by first pari passu charge on all current assets (except for land considered as stock in trade) and first pari passu charge on all property, plant and equipment and this is shown in short-term borrowings.

vi) Vehicle loan of Rs 2.37 Crore (previousyear: Rs 1.10 Crore) of which Rs 0.92 Crore (previousyear: Rs 1.10 Crore) classified as long-term borrowings and Rs 1.45 Crore (previous year: Rs 0.66 Crore) classified as current maturities of long-term borrowings is secured against vehicle under hire purchase contract.

vii) Rs 472.74 Crore (previous year: Rs Nil) secured by first pari-passu charge on all the existing domestic assets as available with existing lenders, both CDR and non-CDR lenders (excluding offshore securities) and escrowing the receivables from the identified projects.

viii) Rs.614.10 Crore (previous year: Rs Nil) secured by first pari-passu charge on all current assets (except for land considered as stock in trade) and first pari-passu charge on all property, plant and equipment and this isshown in shortterm borrowings.

Since the date of issuance, bonds equivalent to USD 374.92 Million of July 2019 have been converted into shares by March 31, 2018. The bond holders have exercised their rights to convert bonds of USD 75.82 million (previous year: USD 1 Million) of July 2019 bonds during the year.

* The effective rate of interest on longterm borrowings ranges between 11% p.a. to 15% p.a. and on short-term borrowing ranges between 8.75% to 12.75% during the year, depending upon the prime lending rate ofthe banks and financial institutions at the time of borrowing, wherever applicable, and the interest rate spread agreed with the banks.

e) A financial institution has converted interest of Rs 53.75 Crore (previous year: Rs 46.65 Crore) to long-term borrowings.

** Includes expenditure booked under various expenditure heads by their nature.

Performance guarantee (âPGâ) represents the expected outflow of resources against claims for performance shortfall expected in future over the life of the guarantee assured. The period of performance guarantee varies for each customer according to the terms of contract. The key assumptions in arriving at the performance guarantee provisions are wind velocity, plant load factor, grid availability, load shedding, historical data, wind variation factor etc.

Operation, maintenance and warranty (âO&Mâ) represents the expected liability on account of field failure of parts of WTG and expected expenditure of servicing the WTGs over the period of free operation, maintenance and warranty, which varies according to the terms of each sales order.

Liquidated damages (âLDâ) represents the expected claims which the Company may need to pay for non-fulfilment of certain commitments as per the terms ofthe respective sales / purchase contracts. These are determined on a case to case basis considering the dynamics of each contract and the factors relevant to that sale.

The figures shown against âUtilisationâ represent withdrawal from provisions credited to statement of profit and loss to offset the expenditure incurred during the year and debited to statement of profit and loss.

c. Details of carry forward losses and unused credit on which no deferred tax asset is recognised by the Company are as follows:

Unabsorbed depreciation can be carried forward indefinitely. Business loss and capital loss can be carried forward for a period for 8 years from the year in which losses arose. MAT credit can be carried forward up to a period of 15 years. Majority ofthe business loss will expire between March 2020 to March 2022. Majority ofthe capital loss will expire between March 2024 to March 2025. MAT creditwill expire between March 2022 to March 2023.

Defined benefit plan:

For the year ending on March 31, 2019 the Company expects to contribute Rs 16.82 Crore (previous year: Rs 5.38 Crore) towards its defined benefit plan.

The average duration of the defined benefit plan obligation at the end of the reporting period is 8 years (previous year: 10 years).

8. Share-based payments

Employees Stock Option Plan 2009

The Scheme shall be applicable to the Company, subsidiary companies and may be granted to the permanent Employees of the Company or its subsidiaries or its holding company, as determined by the Compensation Committee. Once the Options vest as per the Schedule, they would be exercisable by the option holder and the shares arising on exercise of such Options shall not be subject to any lock-in period provided however that the shares allotted on such exercise cannot be sold for a period of 30 days from the date of allotment in terms ofthe Insider Trading Code ofthe Company. The exercise price for the purposes ofthe grant of options shall be 20% discount to the closing price ofthe equity shares ofthe Company on the Bombay Stock Exchange Limited on the date ofthe grant. The Employee Stock Options granted shall be capable of being exercised within a period of five years from the date of first vesting. Payment ofthe Exercise Price shall be made by a crossed cheque or a demand draft drawn in favour ofthe Company, or in such other manner as the Compensation Committee may decide.

Employees Stock Option Plan 2014

The Scheme shall be applicable to the Employees ofthe Company, its Subsidiary Companies in India and abroad, any successor company thereof and may be granted to the Employees ofthe Company and its Subsidiary Companies, as determined by the Nomination and Remuneration Committee. Options granted under this Scheme would vest in tranches not earlier than one year and not later than a maximum of three years (Revised to five years) from the date of grant of such options. Vesting of Options would be subject to continued employment with the Company or Subsidiary Companies, as the case maybe, and thus the Options would vest on passage of time. The Options would be granted at an Exercise Price equal to the closing market price of the Shares of the Company or certain discount to the closing market price on the NSE on the date of grant or such other price as may be decided by the Nomination and Remuneration Committee. Once the Options vest as per the Schedule, they would be exercisable by the option holder and the shares arising on exercise of such Options shall not be subjectto any lock-in period provided however that the shares allotted on such exercise cannot be sold for a period of 30 days from the date of allotment in terms ofthe Insider Trading Code ofthe Company. The Employee Stock Options granted shall be capable of being exercised within a period of three years (Revised to five years) from the date of first vesting. Payment ofthe Exercise Price shall be made by a crossed cheque ora demand draft drawn in favour ofthe Company, or in such other manner as the Nomination and Remuneration Committee may decide.

9. Operating leases

The Company has taken certain premises under operating leases.

Expenses under cancellable operating lease and rental contracts during the year is Rs 27.47 Crore (previous year: Rs 34.64 Crore).

Expenses under non-cancellable operating lease and rental contracts during the year is Rs9.98 Crore (previousyear: Rs 9.48 Crore).

Future minimum rentals payable under non-cancellable operating lease and rental contracts as per the respective agreements are as follows:

* includes demand from tax authorities for various matters. The Company/tax department has preferred appeals on these matters and the same are pending with various appellate authorities. Considering the facts ofthe matters, no provision is considered necessary by management.

Few customers of the Company has disputed certain amount as receivable which the Company believes is contractually not payable. These matters are pending for hearing before respective courts, the outcome of which is uncertain. The management has provided for an amount as a matter of prudence which it believes shall be the probable outflow of resources.

The Company has stood as co-borrower for loans granted to the Company and its fellow subsidiaries for which certain securities defined in Note 21(b) are provided, the amount of which liability of each of parties is not ascertainable.

10. Disclosure required under Sec 186(4) of the Companies Act, 2013

For details of loans and guarantees given to related parties refer Note 44 and Note 41.

For details of securities provided on behalf of borrowers under the CDR package refer Note 21(a) and Note 21(b).

For details of investments made refer Note 11.

11. Segment information

As permitted by paragraph 4 of Ind AS-108, âOperating Segmentsâ, if a single financial report contains both consolidated financial statements and the separate financial statements ofthe parent, segment information need to be presented only on the basis ofthe consolidated financial statements. Thus, disclosures required by Ind AS-108 are given in consolidated financial statements.

i. Under liquidation.

ii. Sold during the year.

iii. Liquidated during the year.

B. Other related parties with whom transactions have taken place during the year

a. Entities where Key Management Personnel (âKMPâ) / Relatives of Key Management Personnel (âRKMPâ) have significant influence (EKMP)

Aarav Renewable Energy, Aspen Infrastructures Limited, BrijWind Energy, Girish R. Tanti (HUF), PT Wind Energy, Rajan Renewable Energy, Sandla Wind Project Private Limited, Sarjan Realities Limited, Saroja Renewables Limited, SE Freight & Logistics India Private Limited, Shanay Renewables Limited, Shubh Realities (South) Private Limited, Skeiron Renewable Energy Amidyala Limited, Skeiron Renewable Energy Kustagi Limited, Skeiron Renewable Energy Private Limited, Sugati Beach Resort Private Limited, Suzlon Foundationâ, Skeiron Green Power Private Limited (formerly known as Suzlon Green Power Private Limited), Synefra Infrastructures Private Limited and Windforce Management Services Private Limited.

i. Ceased w.e.f. October 01, 2016

b. Key Management Personnel (KMP)

BrijMohan Sharma, Girish R. Tanti, Hemal Kanuga, Jayarama Prasad Chalasani, Kirti J. Vagadia, Marc Desaedeleer, Medha Joshi⁽ⁱⁱ⁾, Per Hornung Pedersen, Pratima Ram, Rajiv Jha⁽ⁱⁱⁱ⁾, Ravi Uppal, Sanjay Baweja^(iv), Sunit Sarkar^(v), Tulsi R. Tanti, Vaidhyanathan Raghuraman, Venkataraman Subramanian, Vijaya Sampath and Vinod R. Tanti

ii. Ceased w.e.f. November 11, 2016

iii. Ceased w.e.f. April 06, 2018

iv. Ceased w.e.f. October 04, 2017

v. Ceased w.e.f. January 01, 2018

c. Relatives of Key Management Personnel (RKMP)

Nidhi T. Tanti, Sanyogita P. Tanti

d. Employee funds

Superannuation fund

Employees company gratuity scheme

Terms and conditions of transactions with related parties

Outstanding balances at the year-end are unsecured and settlement occurs in cash. There have been no guarantees provided or received for any related party receivables or payables. This assessment is undertaken each financial year through examining the financial position ofthe related party and the market in which the related party operates.

12. Fair value measurements

Set out below is a comparison by class of the carrying amounts and fair value of the Companyâs financial instruments that are recognised in the financial statements

The carrying amounts of cash and cash equivalents, trade receivables, trade payables, and other current liabilities are considered to be same as their fair values, due to the short-term maturities of these instruments.

The fair value of the financial assets and liabilities is included at the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale. The following methods and assumptions were used to estimate the fair values:

- Non-current investments

The fair value of investments in unquoted redeemable cumulative preference shares has been estimated using the discounted cash flow (âDCFâ) model. The valuation requires the management to make certain assumptions about the model inputs, including forecast cash flows, the discount rate, credit risk and volatility. The probabilities ofthe various estimates within the range can be reasonably assessed and are used in managementâs estimate of fair valueforthese unquoted instruments.

- Current investments

The Companyâs current investments consist of investment in units of mutual funds and unquoted investments in compulsory convertible debentures. The fair value of investments in mutual funds is derived from the NAV of the respective units in the active market at the measurement date. Investment in debentures have been classified as equity instruments measured at cost as per Ind AS 27.

13. Fair value hierarchy

There are no transfers between level 1 and level 2 during the year and earlier comparative periods. The Companyâs policy is to recognise transfers into and transfers out of fair value hierarchy levels as at the end ofthe reporting period.

The following table provides the fair value measurement hierarchy of the Companyâs assets:

14. Financial risk management

The Companyâs principal financial liabilities, other than derivatives, comprise loans and borrowings, trade and other payables, and financial guarantee contracts. The main purpose of these financial liabilities is to finance the Companyâs operations and to provide guarantees to support its operations. The Companyâs principal financial assets include loans, trade and other receivables, and cash and cash equivalents that derive directly from its operations. The Company also holds FVTPL investments and enters into derivative transactions.

The Company is exposed to market risk, credit risk and liquidity risk which may adversely impact the fair value of its financial instruments. The Company has constituted an internal Risk Management Committee (âRMCâ), which is responsible for developing and monitoring the Companyâs risk management framework. The focus ofthe RMC is that the Companyâs financial risk activities are governed by appropriate policies and procedures and that financial risks are identified, measured and managed in accordance with the Companyâs policies and risk objectives. It is the Companyâs policy that no trading in derivatives for speculative purposes may be undertaken. The Risk Management Policy is approved bythe Board ofDirectors.

a. Market risk

Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises three types of risk: interest rate risk, foreign currency risk and price risk, such as commodity risk. The Companyâs exposure to market risk is primarily on account of interest risk and foreign currency risk. Financial instruments affected by market risk include loans and borrowings, FVTPL investments and derivative financial instruments.

The sensitivity analysis in the following sections relate to the position as at March 31, 2018 and March 31, 2017.

i) Interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. Recompense liability payable by the Company to CDR lenders could be affected due to changes in market interest rate (refer Note 3(b)).

ii) Foreign currency risk

Foreign currency risk is the risk that the fair value or future cashflows of an exposure will fluctuate because of changes in foreign exchange rates. The Companyâs exposure to the risk of changes in foreign exchange rates relates primarily to the Companyâs operating activities (when revenue or expense is denominated in a foreign currency) and the Companyâs borrowings and loans and investments in foreign subsidiaries.

The Companyâs exposure to foreign currency risk as at the end ofthe reporting period expressed in INR are as follows:

Foreign currency sensitivity

The Companyâs currency exposures in respect of monetary items at March 31, 2018, March 31, 2017 that result in net currency gains and losses in the income statement and equity arise principally from movement in US Dollar and Euro exchange rates.

The following tables demonstrate the sensitivity to a reasonably possible change in USD and EURO exchange rates, with all other variables held constant. The Companyâs exposure to foreign currency changes for all other currencies is not material. The other currencies includes Australian Dollar, Great Britain Pound, Danish Kroner etc.

*Effect on profit before tax is calculated without considering the impact of accumulation and amortisation of exchange differences on long term foreign currency monetary items to FCMITDA.

b. Credit risk

Credit risk is the risk of financial loss to the Company if a customer or counter-party fails to meet its contractual obligations. The Company is exposed to credit risk from its operating activities (primarily trade receivables) and from its financing activities (primarily loans). The Company consistently monitors the financial health of its customers and sales proceeds are being realised as per the milestone payment terms agreed to minimise the loss due to defaults or insolvency ofthe customer. Progressive liquidity management is being followed to de-riskthe Company from any non-fulfilment of its liabilities to various creditors, statutory obligations, or any stakeholders.

i) Trade receivables

The Companyâs exposure to trade receivables is limited due to diversified customer base. The Company consistently monitors progress under its contracts with customers and sales proceeds are being realised as per the milestone payment terms agreed to minimise the loss due to defaults or insolvency of the customer.

Refer Note 2.3(p) for accounting policy on financial instruments.

ii) Financial instruments

Financial instruments that are subject to concentrations of credit risk primarily consist of cash and cash equivalents, term deposit with banks, investment in mutual funds, loans given to subsidiaries and other financial assets. Investments of surplus funds are made only with approved counterparties and within credit limits assigned.

The Companyâs maximum exposure to credit risk as at March 31, 2018 and as at March 31, 2017 is the carrying value of each class of financial assets.

c. Liquidity risk

The table below summarises the contractual maturity profile of the Companyâs financial liabilities based on contractual undiscounted payment:

15. Capital management

For the purpose ofthe Companyâs capital management, capital includes issued equity capital, share premium and all other equity reserves attributable to the equity holders of the Company. The primary objective of the Companyâs capital management is to maximise shareholder value.

The capital structure ofthe Company is based on the managementâs judgement of its strategic and day-to-day needs with a focus on total equity so as to maintain investor, creditors and market confidence. The calculation ofthe capital for the purpose of capital management is as below.

16. The employee benefits expense and other expenses includes expenses of Rs 87.28 Crore (previous year: Rs 105.14 Crore) pertaining to research and development.

17. Deferral of exchange differences

The Company has, consequent to the notification issued by the Ministry of Corporate Affairs on December 29, 2011 giving an option to the companies to amortise the exchange differences pertaining to long term foreign currency monetary items up to March 31, 2020 (from March 31, 2012 earlier), adopted the said option given under paragraph 46A of Accounting Standard 11. Accordingly, the Company has revised the amortisation period for such items to the maturity ofthe long term foreign currency monetary items (all before March 31, 2020).

Net foreign exchange loss aggregating Rs 4.40 Crore (previous year: gain of Rs 26.24 Crore) on long term foreign currency monetary items have been adjusted in the foreign currency monetary item translation difference account during the year. Further, foreign exchange loss aggregating Rs 27.86 Crore (previous year: Rs 45.86 Crore) have been amortised during the year.

Mar 31, 2017

1. Company information

Suzlon Energy Limited (âSELâ or âthe Companyâ) having CIN: L40100GJ1995PLC025447 is a public company domiciled in India and is incorporated under the provisions of the Companies Act applicable in India. Its shares are listed on two recognised stock exchanges in India. The registered office of the Company is located at âSuzlonâ, 5 Shrimali Society, Near Shree Krishna Complex, Navrangpura, Ahmedabad - 380 009, India. The principal place of business is its headquarters located at One Earth, Hadapsar, Pune-411028, India.

The Company is primarily engaged in the business of manufacturing of wind turbine generators (âWTGsâ) and related components of various capacities.

The financial statements were authorised for issue in accordance with a resolution of the directors on August 11,2017, refer Note 5 for details related to updation in financial statement approved by the directors on May 19,2017.

2. Basis of preparation and significant accounting policies

2.1 Basis of preparation

The financial statements of the Company have been prepared in accordance with Indian Accounting Standards (Ind AS) notified under section 133 of the Companies Act, 2013 read together with the Companies (Indian Accounting Standards) Rules, 2015, as amended (âthe Rulesâ).

For all periods up to and including the year ended March 31, 2016, the Company prepared its financial statements in accordance with accounting standards notified under the section 133 of the Companies Act 2013, read together with paragraph 7 of the Companies (Accounts) Rules, 2014 (Indian GAAP or âIGAAPâ). These financial statements for the year ended March 31, 2017 are the first financial of the Company that have been prepared in accordance with Ind AS. Refer to Note 4 for information on how the Company adopted Ind AS.

The financial statements have been prepared on a historical cost basis, except for the following assets and liabilities which have been measured at fair value:

- Derivative financial instruments and

- Certain financial assets and liabilities measured at fair value (refer accounting policy regarding financial instruments),

The financial statements are presented in Indian Rupees and all values are rounded to the nearest Crore (INR0,000,000) up to two decimals, except when otherwise indicated.

2.2 Recent accounting developments Standards issued but not yet effective

The amendments to standards that are issued, but not yet effective, up to the date of issuance of the companyâs financial statements are disclosed below. The Company intends to adopt these standards, if applicable, when they become effective.

The Ministry of Corporate Affairs (MCA) has issued the Companies (Indian Accounting Standards) Amendment Rules, 2017 and has amended the following standards:

Amendment to Ind AS 7: Statement of cash flows

The amendments to Ind AS 7 requires an entity to provide disclosures that enable users of financial statements to evaluate changes in liabilities arising from financing activities, including both changes arising from cash flows and non-cash changes. On initial application of the amendment, entities are not required to provide comparative information for preceding periods. These amendments are effective for annual periods beginning on or after 1 April 2017. Application of this amendments will not have any recognition and measurement impact. However, it will require additional disclosure in the financial statements.

Amendment to Ind AS 102: Share-based payment

The amendment to Ind AS 102 provides specific guidance to measurement of cash-settled awards, modification of cash-settled awards and awards that include a net settlement feature in respect of withholding taxes. Since the Company does not have cash settled awards or awards with net settlement features, this amendment does not have any effect on the financial statements of the Company.

3. Significant accounting judgements, estimates and assumptions

a. Significant judgements in applying the Companyâs accounting policy

Financial guarantee

The Company, its three Indian subsidiaries and a jointly controlled entity have given stand by letter of credit which has been recognised as financial guarantee by the Company. The Company believes that the relevant overseas subsidiary (in whose favour SBLC has been issued) will able to refinance the obligation and meet its financial obligations. Please refer to Note 6forfurtherdetails.

Operating lease commitments- Company as a lessor

The Company has entered into commercial property leases on its investment property portfolio. The Company has determined, based on an evaluation of the terms and conditions of the arrangements, such as the lease term not constituting a major part of the economic life of the commercial property and the fair value of the asset, that it retains all the significant risks and rewards of ownership of these properties and accounts for the contracts as operating leases.

Revenue recognition and presentation

The Company assesses its revenue arrangements against specific criteria, i.e. whether it has exposure to the significant risks and rewards associated with the sale of goods or the rendering of services, in order to determine if it is acting as principal or as an agent. When deciding the most appropriate basis for presenting revenue or costs of revenue, both the legal form and substance of the agreement between the Company and its business partners are reviewed to determine each partyâs respective role in the transaction.

b. Significant accounting estimates and assumptions

Allowance for trade receivables

Trade receivables do not carry any interest and are stated at their normal value as reduced by appropriate allowances for expected credit loss. The Company recognises impairment loss allowance based on lifetime ECLs at each reporting date, right from its initial recognition. For recognition of impairment loss on other financial assets and risk exposure, the Company determines that whether there has been a significant increase in the credit risk since initial recognition. The carrying value of allowance for doubtful debts is Rs 89.91 Crore, Rs 62.69 Crore and Rs 56.11 Crore as of March 31, 2017, March 31,2016 and April 1,2015 respectively. Refer Note 14

Share-based payments

Estimating fair value for share-based payment transactions requires determination of the most appropriate valuation model, which is dependent on the terms and conditions of the grant. This estimate also requires determination of the most appropriate inputs to the valuation model including the expected life of the share option, volatility and dividend yield and making assumptions about them. The assumptions and models used for estimating fair value for share-based payment transactions are disclosed in Note 39.

Taxes

Deferred tax assets are recognised for all unused tax losses to the extent that it is probable that taxable profit will be available against which the losses can be utilised. Significant management judgement is required to determine the amount of deferred tax assets that can be recognised, based upon the likely timing and the level of future taxable profits, future tax planning strategies. The company has unabsorbed depreciation, unabsorbed business loss, unutilised MAT credit and capital loss details which are given in Note 35. The unabsorbed depreciation can be carried forward indefinitely. The business loss can be carried forward for 8 years, MAT credit for 15 years and capital loss for 8 years. Majority of business losses will expire in between March 2020 to March 2022, MAT credit in between March 2022 to March 2023 and capital loss in between March 2024 to March 2025. As there are not certain taxable temporary differences or tax planning operations, the Company has not recognised deferred tax assets on conservative basis. Refer Note 35

Defined benefit plans (gratuity benefits)

The cost of the defined benefit gratuity plan and the present value of the gratuity obligation are determined using actuarial valuations. An actuarial valuation involves making various assumptions that may differ from actual developments in the future. These include the determination of the discount rate, future salary increases and mortality rates. Due to the complexities involved in the valuation and its long-term nature, a defined benefit obligation is highly sensitive to changes in these assumptions. All assumptions are reviewed at each reporting date.

The estimates of future salary increases take into account the inflation, seniority, promotion and other relevant factors. Further details about gratuity obligations are given in Note 38.

When the fair values of financial assets and financial liabilities recorded in the balance sheet cannot be measured based on quoted prices in active markets, their fair value is measured using valuation techniques including the DCF model. The inputs to these models are taken from observable markets where possible, but where this is not feasible, a degree of judgement is required in establishing fair values. Judgements include considerations of inputs such as liquidity risk, credit risk and volatility. Changes in assumptions about these factors could affect the reported fair value of financial instruments. Refer Note 49 for further disclosures.

Intangible asset under development

The Company capitalises intangible asset under development for a project in accordance with the accounting policy. Initial capitalisation of costs is based on managementâs judgement that technological and economic feasibility is confirmed, usually when a product development project has reached a defined milestone according to an established project management model. In determining the amounts to be capitalised, management makes assumptions regarding the expected future cash generation of the project, discount rates to be applied and the expected period of benefits.

Refer Note 2.3 i for the estimated useful life of intangible assets. The carrying value of intangible assets has been disclosed in Note 9.

Property, plant and equipment

Refer Note 2.3 g for the estimated useful life of property, plant and equipment. The carrying value of property, plant and equipment has been disclosed in Note 8.

Recompense liability

The Company is in negotiation with CDR lenders for a voluntary exit from CDR scheme. The Company has recognised recompense liability payable to CDR lenders based on reasonable estimate which is derived considering possibility certain scenarios and assumptions in relation to interest rate, waiver in recompense, timing of loan repayment and CDR exit etc. The amount payable by the Company as recompense is dependent on various factors and also on discussions and negotiations with the CDR lenders. Refer Note 23.

4. First-time adoption of Ind AS

These financial statements, for the year ended March 31,2017, are the first the Company has prepared in accordance with Ind AS. For periods up to and including the year ended March 31, 2016, the Company prepared its financial statements in accordance with accounting standards notified under section 133 of the Companies Act 2013, read together with paragraph 7 of the Companies (Accounts) Rules, 2014 (Indian GAAP or âIGAAPâ).

Accordingly, the Company has prepared financial statements which comply with Ind AS applicable for periods ending on March 31,2017, together with the comparative period data as at and for the year ended March 31,2016, as described in the summary of significant accounting policies. In preparing these financial statements, the Companyâs opening balance sheet is prepared as at April 1, 2015, the Companyâs date of transition to Ind AS. This note explains the principal adjustments made by the Company in restating its Indian GAAP (âIGAAPâ) financial statements, including the balance sheet as at April 1, 2015 and the financial statements as at and for the year ended March 31,2016.

Exemptions applied

Ind AS 101 allows first-time adopters certain exemptions from the retrospective application of certain requirements under Ind AS. The Company has applied the following exemptions:

- Since there is no change in the functional currency, the Company has elected to continue with the carrying value for all of its property, plant and equipment, intangible assets and investment property as recognised in its IGAAP financials as deemed cost at the transition date.

- Ind AS 102 share-based payment has not been applied to equity instruments in share-based payment transactions that vested before April 1,2015.

- Appendix C to Ind AS 17 requires an entity to assess whether a contract or arrangement contains a lease. In accordance with Ind AS 17, this assessment should be carried out at the inception of the contract or arrangement. However, the Company has used Ind AS 101 exemption and assessed all arrangements based for embedded leases based on conditions in place as at the date of transition.

- The Company has applied the requirements for de-recognition of financial instruments, as required in Ind AS 109 Financial Instruments prospectively for financial transactions occurring on or after April 1,2015, the date of transition to Ind AS.

- The Company has elected to continue with the policy of accounting for exchange differences arising from translation of long-term foreign currency monetary items recognised in the financial statements prepared as per IGAAP for the year ended March 31, 2016. Accordingly, exchange differences arising on other long-term foreign currency monetary items (existing as at March 31, 2016) are accumulated in the âForeign Currency Monetary Item Translation Difference Accountâ and amortised over the remaining life of the concerned monetary item.

- The Company has elected the policy of accounting for investment in equity of associate, jointly controlled entities and its subsidiaries at previous GAPP carrying amount.

- The company has applied classification and measurement of financial assets on the basis of facts and circumstances that existed on the date of transition to Ind AS.

Estimates

The estimates at April 1,2015 and at March 31,2016 are consistent with those made for the same dates in accordance with IGAAP (after adjustments to reflect any differences in accounting policies):

The estimates used by the Company to present these amounts in accordance with Ind AS reflect conditions at April 1, 2015, the date of transition to Ind AS and as of March 31,2016.

Notes to the reconciliation of equity as at April 1,2015 and March 31,2016 and profit and loss for the year ended March 31, 2016:

a) Investments

Under IGAAP, investments in mutual funds were classified as current investments. Current investments were carried at lower of cost and fair value. Under Ind AS, the Company has designated such instruments as financial assets at fair value through profit or loss. The resulting fair value changes of these investments have been recognised in retained earnings as at the date of transition and subsequently in the profit or loss for the year ended March 31,2016.

b) Trade receivables

Under IGAAP, the Company has created provision for impairment of receivables only in respect of specific amount for incurred losses. Under Ind AS, impairment allowance has been determined based on expected credit loss model (âECLâ). Due to ECL model, the Company impaired its trade receivable which has been adjusted against retained earnings.

c) Defined benefit obligations

Both under IGAAP and Ind AS, the Company recognised costs related to its post-employment defined benefit plan on an actuarial basis. Under IGAAP, the entire cost, including actuarial gains and losses, are charged to profit or loss. Under Ind AS, re-measurements comprising of actuarial gains and losses, the effect of the asset ceiling, excluding amounts included in net interest on the net defined benefit liability and the return on plan assets excluding amounts included in net interest on the net defined benefit liability are recognised immediately in the balance sheet with a corresponding debit or credit to retained earnings through OCI.

d) Share-based payments

Under IGAAP, the Company recognised only the intrinsic value for the employee stock option plan as an expense. Ind AS requires the fair value of the share options to be determined using an appropriate pricing model recognised over the vesting period. Share options which were granted before and still vesting at April 1, 2015, have been recognised as a separate component of equity in share option outstanding account against retained earnings at April 1,2015.

e) Borrowings

Under IGAAP, transaction costs incurred in connection with borrowings are amortised upfront and charged to profit or loss for the period. Under Ind AS, transaction costs are included in the initial recognition amount of financial liability and charged to profit or loss using the effective interest method.

f) Provisions

Under I GAAP, the Company has accounted for provisions, including long-term provision, at the undiscounted amount. In contrast, Ind AS 37 requires that where the effect of time value of money is material, the amount of provision should be the present value of the expenditures expected to be required to settle the obligation. The discount rate(s) should not reflect risks for which future cash flow estimates have been adjusted. Ind AS 37 also provides that where discounting is used, the carrying amount of a provision increases in each period to reflect the passage of time. This increase is recognised as borrowing cost.

g) Other comprehensive income

Under IGAAP, the Company has not presented other comprehensive income (OCI) separately. Hence, it has reconciled IGAAP profit or loss to profit or loss as per Ind AS. Further, IGAAP profit or loss is reconciled to total comprehensive income as per Ind AS.

h) Statement of cash flows

The transition from IGAAP to Ind AS has not had a material impact on the statement of cash flows.

i) Other financial assets

Under I GAAP, interest free security deposit given is initially measured at the transaction price and no consideration is given to the fair value at the time of initial measurement. Under Ind AS, interest free security deposit is to be initially measured at fair value. As at the date of transition, the interest free security deposit has been recognised at fair value based on the facts and circumstances which existed at the date of initial measurement by giving corresponding effect to retained earnings for the period from initial measurement to the date of transition and to other current assets (pre-paid expense) for remaining period of deposit post the date of transition.

j) Deferred revenue

Under IGAAP, the Company used to recognise the provision for free O&M given as part of WTG supply contract on dispatch of WTG. Under Ind AS, free O&M given in excess of 2 years is recognised as cost and revenue over the period of service which exceeds 2 years. Transitional adjustment in regard to free O&M as at the date of transition have been made by debiting retained earnings with a corresponding credit to the deferred income.

k) Foreign currency convertible bond (âFCCBâ)

The FCCB has been classified as compound instrument. This instrument has been split between equity and liability by primarily valuing the liability portion without equity conversion options. The balance between instrument value and liability component has been the value of equity conversion options. On the date of transition the amount of FCMITDA has been recomputed under Ind AS. The difference in the value as a result has been transferred to retained earnings.

l) Recompense liability

m) Compulsory convertible debentures (âCCDâ) and redeemable cumulative preference shares (âRCPSâ)

CCD:

The Company has invested in compulsory convertible debentures in jointly controlled entities. Under I GAAP, the Company has carried these investment at cost. Under Ind AS, as per the terms of the debentures, such instruments have been classified as financial asset at amortised cost. Ind AS requires financial assets to be measured initially at fair value. The resulting fair value changes have been recognised as investment in equity component and the interest element is recognised as finance income using effective rate of interest as at March 31,2016.

RCPS:

The Company has invested in redeemable cumulative preference shares. Under IGAAP, the Company has carried these investment at cost. Under Ind AS, as per the terms of the preference shares, such instruments have been classified as financial asset at fair value through profit or loss. Ind AS requires financial assets to be measured initially at fair value. The resulting fair value changes have been recognised as equity component and the interest element is recognised as finance income using effective rate of interest as at March 31,2016.

n) Forward contracts

Under I GAAP, the premium or discount arising at the inception of forward exchange contract is amortised and recognised as an expense or income over the life of the contract. Exchange differences on such contracts, foreign currency monetary items, are recognised in the statement of profit and loss in the period in which the exchange rate changes. Any profit or loss arising on cancellation or renewal of such forward exchange contract is also recognised as income or expense for the period.

Under Ind AS, these contracts have been classified as FVTPL instruments and corresponding fair value is recorded. Accordingly, the reversal of IGAAP accounting and recording of MTM on these instruments has led to an increase inequity as at March 31,2016. Also, the same has resulted into increase in profit for the year ended March 31,2016.

o) Restructuring cost

The Company had restructured its outstanding loans under the Corporate Debt Restructuring (âCDRâ) Scheme approved by CDR Empowered Group. In connection of this restructuring, the Group incurred certain costs such as consultancy fees, legal fees etc. Under IGAAP these costs were debited to prepaid expenses and were amortised on a quarterly basis. Thus, on transition date, the transaction costs which were recorded as a prepaid asset under previous GAAP has been derecognised as it does not meet the asset recognition criteria under Ind AS.

p) Reclassification of loans and advances and other assets

Loans and advances under IGAAP has been primarily reclassified as Loans (Non-current: March 31,2016-Rs 645.94 Crore, April 1,2015 - Rs 1,472.34Crore. Current: March 31,2016-Rs 1.348.65, April 1,2015- Rs 3,431.44).

Other assets under IGAAP has been primarily reclassified to other financial assets as non-current bank balance (Noncurrent: March 31, 2016 - Rs 224.02 Crore, April 1, 2015 - Rs 96.95 Crore), as receivable towards sale of OMS business undertaking (Current: March 31, 2016- Rs 1,246.57 Crore, April 1, 2015 - Rs 1,836.50 Crore) and as receivable towards share application money (Current: March 31,2016-Rs Nil, April 1,2015-Rs 1,800 Crore)

Other liabilities has been primarily reclassified to other financial liabilities as current maturity of borrowing (Current: March 31, 2016 - Rs 225.38 Crore, April 1, 2015 - Rs 1,926.61 Crore) and other liabilities as advance from customers (Current: March 31,2016-Rs 936.58 Crore, April 1,2015- Rs 731.37 Crore)

5. Updated books after approval of Scheme

The 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 and reported upon by the statutory auditors vide their report dated May 19, 2017. The said accounts did not include the effect of the composite scheme of amalgamation and arrangement for merger of SE Blades Limited (âSEBLâ), SE Electricals Limited (âSEELâ), Suzlon Wind International Limited (âSWILâ), [SEBL, SEEL and SWIL together referred to as âmerged entitiesâ] and de-merger of tower business of Suzlon Structures Limited (now known as Suzlon Global Services Limited) (âtower businessâ) (âSchemeâ), into the Company, which were then pending for approval of the Honourable National Company Law Tribunal, Ahmedabad Bench (âNCLTâ), which the Company has since received on May 31, 2017. As a result, the Scheme has become effective on June 1,2017, and hence financial information has been incorporated in the books of the Company from the appointed date (January 1,2016 in case of merged entities and April 1,2016 in case of de-merger of tower business). The Board of Directors have decided to update the accounts of the Company for the year ended March 31,2017 to incorporate the effect of the Scheme and accordingly these financial statements have been updated forgiving consequential effect to the Scheme.

6. SBLC facility and security given to AERot or Holding B.V.(âAERHâ)

Suzlon Energy Limited and its identified domestic subsidiaries (collectively âthe Groupâ) and Suzlon Generators Limited, ajointly controlled entity (âSGLâ) are obligors under the Onshore Stand by letter of credit (âSBLCâ) Facility Agreement and have provided security under the âOffshore 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 amounting to USD 538 million 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 of USD 538 million is not required to be recognised in financial statements and it has been disclosed as contingent liability.

7. Composite scheme of amalgamation and arrangement

On April 27, 2016, the board of directors of the Company had approved a composite scheme which comprised of merger of its three wholly owned subsidiaries, namely, SE Blades Limited (âSEBLâ), SE Electricals Limited (âSEELâ) and Suzlon Wind International Limited (âSWILâ) in the Company, with effect from January 1, 2016 (being the appointed date for merger) and demerger of tower business from wholly owned subsidiary, Suzlon Structures Limited (âSSLâ) (now known as Suzlon Global Services Limited) (âSchemeâ) with the Company, with effect from April 1,2016 (being the appointed date for demerger).

This Scheme has been approved by the Honourable National Company Law Tribunal, Ahmedabad Bench on May 31,2017 and 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. Accounting standards currently applicable to the Company are Ind AS. Had the Company applied the accounting treatment in accordance with Ind AS 103, Business Combination the following would have been the accounting treatment:

(a) The assets and liabilities of transferor companies would have been taken over at carrying amount in the books of transferor company and not at fair value;

(b) Retained earnings appearing in the books of transferor companies would have been aggregated with the books of the Company. The total amount of retained earnings would have been Rs (11,236.30) Crore.

(c) No new assets/ liabilities would have been recognised and no adjustments would have been made to reflect fair values of assets or liabilities of the transferor companies. As a result of acquisition of transferor companies, the Company has recognised Goodwill of Rs 1,059.80 Crore which shall be amortised over five years in accordance with the Scheme.

(d) Financial statements in respect of prior period would have been restated as if business combination had occurred from the transition date. The Company has accounted for the business combination of transferor companies as well as demerged business from the appointed dates defined in the Scheme.

(e) Business combinations which are effected after the balance sheet date but before approval of financial statements, the business combinations are not incorporated in the financial statements but only disclosures required by Ind AS 10 Events after the reporting period are made. In current case, the Company has recorded the business combination on the appointed date defined in the Scheme.

(f) The Company has not recognised deferred tax asset or liabilities arising out of assets acquired or liabilities assumed.

Goodwill acquired pursuant through the Scheme has been allocated to the cash generating units based in special economic zone. These CGUs form part of the WTG operating segment, for impairment testing. The carrying amount of goodwill of Rs 643.36 Crore as at March 31,2017 and Rs 814.92 Crore as at March 31,2016, has been allocated to single CGU.

The Company performed its annual impairment test for years ended March 31, 2017 and March 31, 2016, respectively. The Company considers the relationship between its market capitalisation and its book value, among other factors, when reviewing for indicators of impairment.

The recoverable amount of the CGU as at March 31,2017 is Rs 1,236.40 Crores (March 31,2016- Rs 923.20 Crores) and it has been determined based on a value in use calculation using cash flow projections from financial projections approved by senior management covering a five-year period. The pre-tax discount rate applied to cash flow projections for impairment testing during the current year is 26.2% (March 31,2016:25.3%) and cash flows beyond the five-year period are extrapolated using a 5% growth rate (March 31,2016: 5%). It was concluded that the carrying value of the net assets of CGU exceeded the value in use as at March 31,2016. As a result of this analysis, the management has recognised an impairment charge of Rs 191.89 Crore in addition to amortisation of Rs 52.99 Crore during the year ended March 31,2016 against goodwill of Rs 1,059.80 Crore, determined as on the appointed date. The impairment charge is recorded in the statement of profit and loss under depreciation and amortisation expense. The Company is also amortising the goodwill over a period of five full yearâs period.

Key assumptions used for value in use calculations

The calculation of value in use for the CGU is most sensitive to the following assumptions:

Discount rates - Discount rates represent the current market assessment of the risks specific to each CGU, taking into consideration the time value of money and individual risks of the underlying assets that have not been incorporated in the cash flow estimates. The discount rate calculation is based on the specific circumstances of the Company and is derived from its weighted average cost of capital (WACC). The WACC takes into account both debt and equity. The cost of equity is derived by applying capital asset pricing model and considering equity premium of 7% for Indian market and 5.5% for overseas market. The cost of debt is based on current average borrowing cost that a market participant would expect to pay to obtain its debt financing assuming the target capital structure. Weight age of equity and debt are considered based on the average capital structure of public companies in the wind industry. The beta factors are evaluated annually based on publicly available market data of companies in wind industry. Adjustments to the discount rate are made to factor in the specific amount and timing of the future tax flows in order to reflect a pre-tax discount rate.

Gross margins - The management expects to earn a stable margin over the five year period. The rate used by management is comparable to other comparable CGUs owned by the Company.

Sensitivity to changes in assumptions

The implications of the key assumptions for the recoverable amount are discussed below:

- Gross margins-A decreased demand can lead to a decline in gross margin. A decrease in gross margin to 3% would result in impairment.

- Discount rates-A rise in pre-tax discount rate to 8% would result in impairment.

8. Capital work-in-progress

Capital work-in-progress as at March 31, 2017, Rs 72.73 Crore (March 31, 2016: Rs 176.99 Crore; April 1 2015: Rs 19.83 Crore), primarily includes building and plant and machineries under construction.

The Company has classified certain office premises given on lease as investment property. For investment property existing as on April 1, 2015, i.e., its date of transition to Ind AS, the Company has used IGAAP carrying value as deemed costs. For details of investment property given as security to lenders refer Note 22(b).

The companyâs investment property consist of two commercial properties.

As at March 31, 2016 and March 31,2017 the fair value of the properties are Rs 73.89 Crore and Rs 81.16 Crore respectively. The fair valuation is derived by management internally.

Description of valuation techniques used and key inputs to valuation on investment properties:

9. Intangible assets under development

Intangible assets underdevelopment as at March 31, 2017, Rs 55.53 Crore (March 31, 2016 : Rs 1.55 Crore; April 1 2015 : Rs Nil Crore), primarily includes design and drawings under development.

Other financial assets include deposits of Rs 3.53 Crore (March 31, 2016: Rs 3.53 Crore; April 1, 2015: Rs 3.53 Crore) from private companies in which director is a director or member.

a) The Company incurs expenditure on development of infrastructure facilities for power evacuation arrangements as per authorisation of the State Electricity Boards (âSEBâ) / Nodal agencies in Maharashtra and Tamil Nadu. The expenditure is reimbursed, on agreed terms, by the SEB / Nodal agencies. In certain cases, the Company recovers the cost from customers in the ordinary course of business. The cost incurred towards development of infrastructure facility inventory is reduced by the reimbursements received from SEB / Nodal agencies and the net amount is shown as âInfrastructure Development Assetâ under other financial assets. The excess of cost incurred towards the infrastructure facilities net of reimbursement received from SEB/Nodal agencies / customers is charged to statement of profit and loss as infrastructure development expenses. Other asset include Rs 278.53 Crore (March 31,2016: Rs 380.97 Crore; April 1,2015: 387.43 Crore)

For details of other assets given as security to lenders refer Note 22(b).

Other assets include advances recoverable of Rs 2.00 Crore (March 31, 2016: Rs 2.00 Crore; April 1, 2015: Rs 2.00 Crore) from private companies in which director is a director or member.

For details of cash and cash equivalents given as security to lenders refer Note 22(b).

There are no restrictions with regard to cash and cash equivalents at the end of the reporting period and prior period.

a) Disclosure on Specified Bank Notes

During the year, the Company had Specified Bank Notes (SBNs) or other denomination notes as defined in the MCA Notification, G.S.R. 308(E), dated March 31, 2017. The details of SBNs held and transacted during the period from November 8, 2016 to December 30, 2016, the denomination-wise SBNs and other notes as per the notification are as follows:

b. Terms / rights attached to equity shares

The Company has only one class of equity shares having a par value of Rs2 each. Each holder of equity shares is entitled to one vote per share except for the underlying depository shares held against the Global Depository Receipts (âGDRsâ).

Holders of the GDR have no voting rights with respect to the equity shares represented by the GDRs Deutsche Bank Trust Company Americas (the âDepositoryâ), which is the shareholder on record in respect of the equity shares represented by the GDRs, will not exercise any voting rights in respect of the equity shares against which GDRs are issued, unless it is required to do so by law. Equity shares which have been withdrawn from the Depository facility and transferred on the Companyâs register of members to a person other than the Depository, ICICI Bank Limited (the âCustodianâ) or a nominee of either the Depository or the Custodian may be voted by the holders thereof.

As regard the shares which did not have voting rights as on March 31, 2017 are GDRs - 2,749,000 / (equivalent shares -10,996,000) and as on March 31,2016 are GDRs-2,710,731/(equivalent shares -10,842,924) as on April 1,2015 are GDRs 2,114,631/(equivalentshares-8,458,524)

The Company declares and pays dividends in Indian rupees. The dividend proposed by the Board of Directors is subject to approval of the shareholders in the ensuing Annual General Meeting.

The Company on February 13, 2015 signed a Shareholder Agreement as amended by an Amendment Agreement dated December 11,2015 (collectively the âAgreementâ) with the Investor Group in terms of which the Investor Group agreed to subscribe to 100 Crore equity shares at the rate of Rs 18 per shares aggregating to Rs 1,800.00 Crore, which were allotted on May 15, 2015. This is in addition to shares acquired under an Open Offer under SEBI Takeover Regulations. The key terms of the Agreement with the Investor Group are as follows;

- Appointment of one nominee director.

- Certain decisions by virtue of the agreement need shareholder approval.

- Investor group and Promoters of the Company shall be considered as Persons Acting in Concert under Regulation 2(1) (q) of the SEBI Takeover Regulations.

- The Investor Group shares shall be subject to a lock-in period applicable under applicable regulations or one-year whichever is later.

- The Investor Group shall be consulted in accordance with the provisions of the Agreement.

c. Aggregate number of bonus shares issued, share issued for consideration other than cash and shares bought back during the period of five years immediately preceding the reporting date:

The Company issued 10,095,000 shares (March 31,2016:10,095,000 shares and April 1,2015:10,095,000 shares) to employees under Employee stock purchase scheme, wherein part consideration was received in the form of employee services.

d. Shares reserved for issue under options

For details of shares reserved for issue under the employee stock option (ESOP) plan of the Company, refer Note 39(b), under heading of âClosing balanceâ.

For details of shares reserved for issue on conversion of FCCBs, refer Note 22(c) (i) for terms of conversion / redemption.

For details of shares reserved for issue on conversion of Funded Interest Term Loan into equity shares or compulsory convertible debentures and issue of equity shares in lieu of sacrifice of the CDR Lenders, refer Note 22(a) (iv) for terms of conversion. There are no shares reserved for issue under options as at the balance sheet date.

Nature and purposes of various items in other equity:

(a) Securities premium

Securities premium reserve is used to record the premium on issue of shares. The reserve is utilised in accordance with the provisions of the Companies Act, 2013.

(b) Share option outstanding account

The share-based payment reserve is used to recognise the value of equity-settled share-based payments provided to employees, including key management personnel, as part of their remuneration.

(c) Capital reserve

The Company recognises profit or loss on purchase/sale of the equity instruments in case of merger to capital reserve.

(d) Capital redemption reserve

The Company has transferred amount from statement of profit or loss to capital redemption reserve on redemption of preference shares issued by the company.

(e) Foreign currency monetary item translation difference account (FCMITDA)

The Company recognises FCMITDA for unamortised exchange difference pertains to long term foreign currency monetary items. (refer Note 4(k))

(f) General reserve

The Company has transferred a portion of the net profit of the company before declaring dividend or a portion of net profit kept separately for future purpose is disclosed as general reserve.

10. Borrowings

a) Corporate debt restructuring (CDR)

During the financial year ended March 31, 2013, Suzlon Energy Limited (âSELâ) along with its identified domestic subsidiaries and a jointly controlled entity collectively referred to as the âBorrowersâ and individually as the âBorrowerâ, had restructured various financial facilities (restructured facilities) from the secured CDR lenders under the Corporate Debt Restructuring Proposal. Pursuant to approval of CDR Package by the CDR Empowered Group (âCDR EGâ), the implementation of the CDR package was formalised upon execution of Master Restructuring Agreement (MRA) between the CDR Lenders and Borrowers during the financial year ending March 31,2013. The MRA inter-alia covers the provisions to govern the terms and conditions of restructured facilities.

The key features of the CDR package are as follows:

iii. Restructuring of existing fund based and non-fund based working capital facilities, subject to renewal and reassessment every year.

iv. Unpaid interest due on certain existing facilities on cut-off date, interest accrued during the moratorium period on RTL and WCTL and interest on fund based working capital facilities for certain period were to be converted into Funded Interest Term Loans (âFITLsâ) and which were to be converted into equity shares of the Company.

v. The rate of interest on RTL, WCTL, FITL and fund based working capital facilities were reduced to 11.00% per annum with reset option in accordance with MRA.

vi. Waiver of existing events of defaults, penal interest and charges etc. in accordance with MRA.

Other key features of the CDR Package are:

i. Right of Recompense to CDR Lenders for the relief and sacrifice extended, subject to provisions of CDR Guidelines and MRA and;

ii. SEL to issue equity shares in lieu of sacrifice of the CDR Lenders for the first three years from cut-off date at the price determined incompliance with Securities and Exchange Board of India, if exercised by CDR lenders.

Incase of financial facilities availed from the non-CDR Lenders, the terms and conditions shall continue to be governed by the provisions of the existing financing documents.

During the financial year ended March 31,2015, the restructuring proposal with Power Finance Corporation (âPFCâ) which is a non-CDR lender was approved by CDR EG. As per the terms of restructuring, the PFC has converted certain portion of interest accrued into FITL I and FITL II. Repayment of outstanding term loan would be in accordance with terms and conditions similar to those of RTL, whereas repayment of FITL I would be made in 32 equal quarterly instalments and should be co-terminus with RTL. Repayment of FITL II would be made in 12 quarterly instalments from December 2022 to September 2025. To give effect to the restructuring a bilateral agreement between the Borrower and PFC was entered into on August 12,2015.

b) The details of security for the current and non-current secured loans are as follows:

i) In case of financial facilities from CDR lenders in accordance with MRA and non-CDR lenders, RTL, WCTL, FITL aggregating Rs 2,396.91 Crore (March 31, 2016: Rs 2,605.87 Crore; April 1, 2015: Rs 5,281.11 Crore) of which Rs 2,336.41 Crore (March 31, 2016: Rs 2,572.17 Crore; April 1, 2015: Rs 3,355.12 Crore) classified as long-term borrowings and Rs 60.50 Crore (March 31, 2016: Rs 33.70 Crore; April 1, 2015: Rs 1,925.99 Crore) classified as current maturities of long-term borrowings, fund based working capital facilities of Rs 1,512.03 Crore (March 31, 2016: Rs 1,646.73 Crore; April 1, 2015: Rs 2,013.65 Crore), and non-fund based working capital facilities are secured by first pari passu charge on all chargeable present and future tangible/intangible movable assets of each of the Borrowers, first charge on all chargeable present and future immovable assets (excluding the identified properties) of each of the Borrowers, first charge on all present and future chargeable current assets of each of the Borrowers, first charge over Trust and Retention Account (âTRAâ) and other bank accounts of the Borrowers, pledge of equity shares held by SEL in its identified domestic subsidiaries and a jointly controlled entity which are forming part of the Borrowers, negative lien over the equity shares held by SEL in SE Forge Limited, pledge on shares of Suzlon Energy Limited, Mauritius (âSELMâ) held by SEL, negative lien over the equity shares of certain overseas subsidiaries of SEL held by its step down overseas subsidiaries, pledge of certain equity shares of SEL held by its promoters, personal guarantee of the chairman and managing director of SEL and limited personal guarantee of an erst while director of a subsidiary.

ii) Rs 50.00 Crore (March 31, 2016: Rs 50.00 Crore; April 1, 2015: Rs Nil) secured by first pari passu charge on all the assets of the borrowers provided to the CDR lenders shown in long-term borrowings. This loan is repayable in 24 quarterly structured instalments starting from March 18 quarter.

iii) Rs 6.13 Crore (March 31,2016: Rs Nil; April 1,2015: Rs Nil) secured by first pari passu charge on all the assets of the borrowers provided to the CDR lenders shown in long-term borrowing. This loan is repayable in 15 quarterly structured instalments starting from September 18 quarter.

iv) Rs Nil (March 31, 2016 Rs Nil; April 1, 2015: Rs 174.78 Crore) secured byway of priority repayment against the specific receivables being financed by certain lenders along with sharing of securities under CDR Package and personal guarantee of the chairman and managing director of SEL and limited personal guarantee of an erstwhile director of a subsidiary.

v) Rs Nil (March 31, 2016: Rs Nil; April 1, 2015: Rs 408.53 Crore) secured by way of priority repayment against the specific receivables being financed by a lender along with sharing of securities under CDR Package and personal guarantee of the chairman and managing director of SEL.

vi) Rs Nil (March 31, 2016: Rs Nil; April 1, 2015: Rs 150.00 Crore) secured byway of priority repayment on pari passu basis against the specific receivables being financed by a lender and a pari passu charge on the stock and receivables pertaining to specific projects with the lenders for the facility mentioned in point (vii) below.

vii) Rs Nil (March 31, 2016: Rs Nil; April 1, 2015: Rs 681.00 Crore) secured byway of priority repayment on pari passu basis against the specific receivables being financed by a lender and a pari passu charge on the stock and receivables pertaining to specific projects with the lender for the facility mentioned in point (vi) above, pledge of shares and corporate guarantee of third parties.

viii) Rs 413.32 Crore (March 31, 2016: Rs Nil; April 1, 2015: Rs Nil) secured by way of exclusive charge on the stock, receivables and escrow bank account maintained for the identified projects with the lender, pledge of shares and corporate guarantee of third parties.

ix) Rs 50.35 Crore (March 31,2016: Rs 50.45 Crore; April 1,2015: Rs Nil) secured by first pari passu charge on all current assets (except for land considered as stock in trade) and first pari passu charge on all property, plant and equipment and this is shown in short-term borrowings.

x) Vehicle loan of Rs 1.10 Crore (March 31, 2016: Rs 1.43 Crore; April 1, 2015: Rs 0.62 Crore) of which Rs 0.66 Crore (March 31,2016: Rs 0.86 Crore; April 1,2015: Rs 0.62 Crore) classified as current portion of long-term borrowings is secured against vehicle under hire purchase contract.

c) Foreign currency convertible bonds (FCCBs)

i) Following are the key terms of the bonds post restructuring:

On April 14,2016, FCCBs worth USD 28.80 Million in principal amount, which was part of the original 5% April 2016 Series have been repaid along with the applicable premium and the said Series is now redeemed in full and cease to exist.

Since the date of issuance, bonds equivalent to USD 299.09 Million of July 2019 have been converted into shares by March 31, 2017. The bond holders have exercised their rights to convert bonds of USD 1.00 million (USD 80.29 Million) of July 2019 bonds during the year.

(ii) Redemption premium

During the year ended March 31, 2017, the Company provided for the proportionate redemption premium of Rs Nil Crore (Rs 4.59 Crore on phase IV). Redemption premium as of the year end date for Phase IV (5% April 2016) is Rs Nil (Rs 16.60Crore).

d) The details of repayment of long-term borrowing are as follows:

*The effective rate of interest on long term borrowings ranges between 11% p.a. to 15% p.a. and on short-term borrowing ranges between 8.75% to 14.00% during the year, depending upon the prime lending rate of the banks and financial institutions at the time of borrowing, wherever applicable, and the interest rate spread agreed with the banks.

e) A financial institution has converted interest of Rs 46.65 Crore (Rs 44.58 Crore) to long-term borrowings.

** Includes expenditure booked under various expenditure heads by their nature.

Performance guarantee (âPGâ) represents the expected outflow of resources against claims for performance shortfall expected in future over the life of the guarantee assured. The period of performance guarantee varies for each customer according to the termsofcontract.Thekeyassumptionsinarrivingattheperformanceguaranteeprovisionsarewind velocity, plant load factor, grid availability, load shedding, historical data, wind variation factor etc.

Liquidated damages (âLDâ) represents the expected claims which the Company may need to pay for non-fulfilment of certain commitments as per the terms of the respective sales / purchase contracts. These are determined on a case to case basis considering the dynamics of each contract and the factors relevant to that sale.

11. Exceptional items

a. During the year, the Company with an objective of rationalising the ownership structure for international business, has transferred its investment in SEAS to SELM and SRC to SEAS which resulted in a net loss of Rs 674.16 Crore and against which company has utilised an amount of Rs 674.16 Crore from provision for investments.

During the previous year ended March 31, 2016, the Company as a part of restructuring exercise, has transferred its investments in SGSL to SSL which resulted in a gain Rs 846.70 Crore and in SGWPL to SPIL which resulted in a loss of Rs 1,094.12 Crore after utilisation of impairment allowance of Rs 245.92 Crore. These transfers have been undertaken for considerations which are determined based on valuation reports of independent valuers. During the year ended March 31,2017 SGSL has been merged in SSL and SSL has been renamed as âSuzlon Global Services Limitedâ.

b. On January 22, 2015 AE Rotor Holding B.V. a step down wholly owned subsidiary of the Company and its subsidiaries signed a binding agreement with Center bridge Partners LP, USA to sell 100% stake in Senvion SE. The closing was subject to customary closing condition which got concluded on April 29, 2015. Accordingly the Company has made an impairment provision of Rs 434.45 Crore towards this investment in the year ended March 312016.

The Company has made provision for investments, loans and other financial assets to subsidiaries of Rs 535.78 Crore (March 31,2016: reversal of Rs 623.30 Crore)

c. Details of carry forward losses and unused credit on which no deferred tax asset is recognised by the Company are as follows:

Unabsorbed depreciation can be carried forward indefinitely. Business loss and capital loss can be carried forward for period for 8 years from the year in which losses arose. MAT credit can be carried forward up to a period of 15 years.

Majority of the business loess will expire between March 2020 to March 2022. Majority of the capital loss will expire between March 2024 to March 2025. MAT credit will expire between March 2022 to March 2023.

12. Post-employment benefit plans

For the year ending on March 31,2018 the Company expects to contribute Rs 5.38 Crore (March 31,2017: Rs2.87 Crore) towards its defined benefit plan.

The average duration of the defined benefit plan obligation at the end of the reporting period is 10 years (March 31,2016:15.46 years).

13. Share-based payments

Employees Stock Option Plan 2007

The Scheme shall be applicable to the Company, subsidiary and may be granted to the permanent Employees of the Company or its subsidiaries, as determined by the Compensation Committee. Once the Options vest as per the Schedule, they would be exercisable by the option holder and the shares arising on exercise of such Options shall not be subject to any lock-in period provided however that the shares allotted on such exercise cannot be sold fora period of 30 days from the date of allotment in terms of the Insider Trading Code of the Company. The exercise price for the purposes of the grant of options shall be the price of the equity shares of the Company on the Bombay Stock Exchange. The Employee Stock Options granted shall be capable of being exercised within a period of five years from the date of first vesting. Payment of the Exercise Price shall be made by a crossed cheque or a demand draft drawn in favour of the Company, or in such other manner as the Compensation Committee may decide.

Employees Stock Option Plan 2009

The Scheme shall be applicable to the Company, subsidiary companies and may be granted to the permanent Employees of the Company or its subsidiaries or its holding company, as determined by the Compensation Committee. Once the Options vest as per the Schedule, they would be exercisable by the option holder and the shares arising on exercise of such Options shall not be subject to any lock-in period provided however that the shares allotted on such exercise cannot be sold for a period of 30 days from the date of allotment in terms of the Insider Trading Code of the Company. The exercise price for the purposes of the grant of options shall be 20% discount to the closing price of the equity shares of the Company on the Bombay Stock Exchange on the date of the grant. The Employee Stock Options granted shall be capable of being exercised within a period of five years from the date of first vesting. Payment of the Exercise Price shall be made by a crossed cheque ora demand draft drawn in favour of the Company, or in such other manner as the Compensation Committee may decide.

Employees Stock Option Plan 2014

The Scheme shall be applicable to the Employees of the Company, its Subsidiary Companies in India and abroad, any successor company thereof and may be granted to the Employees of the Company and its Subsidiary Companies, as determined by the Nomination and Remuneration Committee. Options granted under this Scheme would vest in tranches not earlier than one year and not later than a maximum of three years (Revised to five years) from the date of grant of such options. Vesting of Options would be subject to continued employment with the Company or Subsidiary Companies, as the case may be, and thus the Options would vest on passage of time. The Options would be granted at an Exercise Price equal to the closing market price of the Shares of the Company or certain discount to the closing market price on the NSE on the date of grant or such other price as may be decided by the Nomination and Remuneration Committee. Once the Options vest as per the Schedule, they would be exercisable by the option holder and the shares arising on exercise of such Options shall not be subject to any lock-in period provided however that the shares allotted on such exercise cannot be sold fora period of 30 days from the date of allotment in terms of the Insider Trading Code of the Company. The Employee Stock Options granted shall be capable of being exercised within a period of three years (Revised to five years) from the date of first vesting. Payment of the Exercise Price shall be made by a crossed cheque or a demand draft drawn in favour of the Company, or in such other manner as the Nomination and Remuneration Committee may decide.

Mar 31, 2016

1. Corporate Debt Restructuring (''CDR'')

During the financial year ended March 31, 2013, Suzlon Energy Limited (''SEL'') along with its 8 identified domestic subsidiaries collectively referred to as the ''Borrowers'' and individually as the ''Borrower'', had restructured various financial facilities (restructured facilities) from the secured CDR lenders under the Corporate Debt Restructuring Proposal. Pursuant to approval of CDR Package by the CDR Empowered Group (''CDR EG''), the implementation of the CDR package was formalised upon execution of Master Restructuring Agreement (MRA) between the CDR Lenders and Borrowers during the financial year ending March 31, 2013. The MRA inter-alia covers the provisions to govern the terms and conditions of restructured facilities. Suzlon Global Services Limited (SGSL) was also included as Borrower under the CDR package during financial year ended March 31,2015.

The key features of the CDR package are as follows:

a. Repayment of Restructured Term Loans (''RTL'') after moratorium of 2 years from cut-off date in 32 structured quarterly instalments commencing from December 2014 to September 2022. The moratorium period of 2 years has expired on September 30,2014.

b. Conversion of various irregular / outstanding / devolved financial facilities into Working Capital Term Loan (''WCTL'') and the repayment terms of which are in similar to that of RTL with enabling mandatory prepayment obligations on realisation of proceeds from certain asset sale and capital infusion.

c. Restructuring of existing fund based and non-fund based working capital facilities, subject to renewal and reassessment everyyear.

d. Unpaid interest due on certain existing facilities on cut-off date, interest accrued during the moratorium period on RTL and WCTL and interest on fund based working capital facilities for certain period were to be converted into Funded Interest Term Loans (''FITLs'') and which were to be converted into equity shares of the Company.

e. The rate of interest on RTL, WCTL, FITL and fund based working capital facilities were reduced to 11.00% per annum with reset option in accordance with MRA.

f. Waiver of existing events of defaults, penal interest and charges etc. in accordance with MRA.

g. Contribution of Rs 250.00 Crore in SEL by promoters, their friends, relatives and business associates as stipulated, conversion of existing promoter''s loan of Rs 145.00 Crore into equity shares/CCDs at the price determined in compliance with Securities and Exchange Board ofIndia.

Other key features of the CDR Package are:

a. Right of Recompense to CDR Lenders for the relief and sacrifice extended, subject to provisions of CDR Guidelines and MRA and;

b. SEL to issue equity shares in lieu of sacrifice of the CDR Lenders for the first three years from cut-off date at the price determined incompliance with Securities and Exchange Board of India, if exercised by CDR lenders.

In case of financial facilities availed from the non-CDR Lenders, the terms and conditions shall continue to be governed by the provisions of the existing financing documents.

During the financial year ended March 31, 2015, the restructuring proposal with Power Finance Corporation (''PFC'') which is a non-CDR lender was approved by CDR EG. As per the terms of restructuring, the PFC has converted certain portion of interest accrued into FITLI and FITLII. Repayment of outstanding term loan would be in accordance with terms and conditions similar to those of RTL, whereas repayment of FITLI would be made in 32 equal quarterly instalments and should be co-terminus with RTL. Repayment of FITL II would be made in 12 quarterly instalments from December 2022 to September 2025. To give effect to the restructuring a bilateral agreement between the Borrower and PFC was entered into on August 12,2015.

2. Recompense

Suzlon Energy Limited and its certain specified subsidiaries (collectively ''the Group'') and the CDR lenders executed a Master Restructuring Agreement (''MRA'') during the financial year ending March 31, 2013. The MRA as well as the provisions of the Master Circular on Corporate Debt Restructuring issued by the Reserve Bank of India, gives a right to the CDR lenders to get a recompense of their waivers and sacrifice made as part of the CDR Proposal. The recompense amount payable by the Group is contingent upon the exit by the Borrowers which is inter-alia dependent upon improved financial performance and various factors, the outcome of which currently is materially uncertain. Further, as mentioned in Note 4 to the financial statements, the Borrowers have an obligation to issue equity shares in lieu of the sacrifice for the first three years from cut-off date. In case of CDR lenders who have exercised the right for issuance of equity shares for the first three years and to whom the equity shares have been issued, as a part of recompense, the cost is amortised over the period of sacrifice and the cost amortization is completed by March 31,2016. Incase of CDR lenders who have not exercised this right, the recompense amount due to the date of this balance Sheet is not ascertainable.

3. Sale of Senvion SE

On January 22, 2015, AE Rotor Holding B.V. a step-down wholly owned subsidiary of the Company and its subsidiaries signed a binding agreement with Centerbridge Partners LP, USA to sell 100% stake in Senvion SE. The closing was subject to customary closing conditions which got concluded on April 29, 2015. Accordingly, the Company has made an impairment provision of Rs 426.69 Crore (Rs 5,920.00 Crore) in the value of investments in an overseas subsidiary and disclosed the same under exceptional items.

4. Proposed merger

The Board of Directors of the Company have approved the Composite Scheme of Amalgamation and Arrangement between SE Blades Limited ("SEBL"), Suzlon Wind International Limited ("SWIL"), SE Electricals Limited ("SEEL"), Suzlon Structures Limited ("SSL") with Suzlon Energy Limited ("SEL") and their respective shareholders and creditors ("the Scheme") under Sections 391 to 394 of the Companies Act in its meeting held on April 27, 2016. Pursuant to the proposed Scheme SEBL, SWIL and SEEL shall amalgamate with the Company, and tubular tower manufacturing division of SSL shall be de-merged and merged with the Company. The approval of this Scheme by the Board of Directors was duly reported on the stock exchanges. The Scheme and all the related documents shall be uploaded on the Company website in line with the SEBI Circular no. CIR/CFD/CMD/16/2015 dated November 30,2015. This Scheme is subject to the approval of the Honourable High Court of Gujarat and is yet to be filed with the SEBI and subsequently with the High Court of Gujarat. The Company shall duly follow the directions of the Honourable High Court of Gujarat.

5. Post employment benefits

The Company has a defined benefit gratuity plan. Every employee who has completed five or more years of service is eligible for gratuity. Gratuity is computed based on 15 days salary based on last drawn salary for each completed year of service. The scheme is partially funded with an insurance company in the form of a qualifying insurance policy.

6. Operating leases

a. Premises

The Company has taken certain premises under cancellable operating leases. However there is no escalation clause. Each renewal is at the option of lessee. There are no restrictions placed upon the company by entering into these leases. The total rental expense under cancellable operating leases during the period was Rs 9.50 Crore (Rs 6.30 Crore). The Company has also taken certain other premises under non-cancellable operating lease agreement. The lease rental charge during the year is Rs 0.44 Crore (Rs 0.44 Crore) and maximum obligations on long-term non-cancellable operating lease payable as per the rentals stated in respective agreement are as follows:

b. Premises given on lease:

During the year, the Company has entered into commercial lease of certain premises. These leases are of cancellable nature and there are no restrictions placed upon the Company by entering into these leases. Lease rental income recognised in statement of profit and loss for the period is Rs 6.73 Crore (Rs 4.35 Crore).

7. Segment information

As permitted by paragraph 4 of Accounting Standard-17 (AS -17), ''Segment Reporting'', if a single financial report contains both consolidated financial statements and the separate financial statements of the parent, segment information need be presented only on the basis of the consolidated financial statements. Thus, disclosures required by AS 17 are given in consolidated financial statements.

8. The table below provides the summary of transaction and outstanding balances between the Company and the Investor Group as referred to in Note 8(i)(b) to the financial statements. The Company based on legal opinion believes that the Investor Group, severally or jointly, does not exercise significant influence on the Company and hence the members of the Investor Group are not a related party in accordance with AS-18 ''Related Party Disclosure''. However, as a matter of abundant caution following disclosure is being made:

The loan taken from Aditya Medisales Limited is pursuant to the working capital agreements executed with the Investor Group. The Company and its subsidiaries has also obtained support from Lakshdeep Investments & Finance Private Limited in relation to fund based and non-fund based facilities availed of, pursuant to the said working capital agreements.

The Company had executed a term sheet for setting up of a joint venture entity with the investor group with an objective to develop wind power projects as an independent power producer.

9. The employee benefits expense and other expenses includes expenses of Rs 11.48 Crore (Rs 7.24 Crore) pertaining to research and development and quality assurance expenses.

10. Derivative instruments and unhedged foreign currency exposure

a. Derivative instruments

Forward contract outstanding as at balance sheet date:

EUR Nil USD Nil (Sell EUR398,385,213) (Buy USD 455,433,364) Hedge for forex loans and receivables

EUR Nil USD Nil (Sell EUR386,614,787) (Buy USD 425,824,935) Hedge for forex investments

USD Nil (Sell USD 455,433,364) Hedge for forex loans and receivables

USD Nil (Sell USD412,566,635) Hedge for forex investments

Sell USD 55,000,000 (USD Nil) Hedge of forex USD payables

Sell USD 29,520,000 (USD Nil) Hedge of forex USD borrowings

39. Disclosure required under Sec 186(4) of the Companies Act, 2013

For details of loans and guarantees given to related parties refer Note 32 and Note 36.

For details of securities provided on behalf of borrowers under the CDR package refer Note 4 and Note 10(I). For details of investments made refer Note 15.

11. Deferral of exchange differences

The Company has, consequent to the notification issued by the Ministry of Corporate Affairs on December 29, 2011 giving an option to the companies to amortise the exchange differences pertaining to long term foreign currency monetary items up to March 31, 2020 (from March 31, 2012 earlier), adopted the said option given under paragraph 46A of Accounting Standard 11. Accordingly, the Company has revised the amortisation period for such items to the maturity of the long term foreign currency monetary items (all before March 31,2020).

Net foreign exchange loss aggregating Rs 112.66 Crore (Rs 271.32 Crore) on long term foreign currency monetary items has been adjusted in the foreign currency monetary item translation difference account during the year. Further, foreign exchange loss aggregating Rs 74.20 Crore (Rs 95.19 Crore) have been amortised during the year.

12. Prior year amounts have been reclassified wherever necessary to conform with currentyear presentation. Figures in the brackets are in respect ofthe previous year.

Mar 31, 2015

1. Corporate information

Suzlon Energy Limited (''SEL'' or the ''Company'') having CIN: L40100GJ1995PLC025447 is a public company domiciled in India. Its shares are listed on two stock exchanges in India. The Company is primarily engaged in the business of manufacturing of wind turbine generators (''WTGs'') and related components of various capacities.

2. Basis of preparation

The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in India (Indian GAAP). The Company has prepared these financial statements to comply in all material respects with the accounting standards notified under section 133 of the Companies Act 2013 read together with paragraph 7 of the Companies (Accounts) Rules 2014. The financial statements have been prepared on an accrual basis and under the historical cost convention, except in case of assets for which provision for impairment is made and derivative instruments which have been measured at fair value.

The accounting policies adopted in the preparation of financial statements are consistent with those of previous year, except for the change in accounting policy explained below.

3. Corporate Debt Restructuring (''CDR'')

During the financial year ended March 31, 2013, Suzlon Energy Limited (SEL) along with its 7 identified domestic subsidiaries collectively referred to as the ''Borrowers'' and individually as the ''Borrower'', had restructured various financial facilities (restructured facilities) from the secured CDR lenders under the Corporate Debt Restructuring Proposal. Pursuant to approval of CDR Package by the CDR Empowered Group (''CDR EG''), the implementation of the CDR package was formalised upon execution of Master Restructuring Agreement (MRA) between the CDR Lenders and Borrowers during the financial year ending March 31, 2013. The MRA inter-alia covers the provisions to govern the terms and conditions of restructured facilities. Suzlon Global Services Limited was included as Borrower under the CDR package.

The key features of the CDR package are as follows:

a. Repayment of Restructured Term Loans (''RTL'') after moratorium of 2 years from cut-off date in 32 structured quarterly instalments commencing from December 2014 to September 2022. The moratorium period of 2 years has expired on September 30, 2014.

b. Conversion of various irregular/outstanding/devolved financial facilities into Working Capital Term Loan (''WCTL'') and the repayment terms of which are in similar to that of RTL with enabling mandatory prepayment obligations on realisation of proceeds from certain asset sale and capital infusion.

c. Restructuring of existing fund based and non-fund based working capital facilities, subject to renewal and reassessment every year.

d. Unpaid Interest due on certain existing facilities on cut off date, interest accrued during the moratorium period on RTL and WCTL and interest on fund based working capital facilities for certain period were to be converted into Funded Interest Term Loans (''FITLs'') and which were to be converted into equity shares of the Company.

e. The rate of interest on RTL, WCTL, FITL and fund based working capital facilities were reduced to 11% per annum with reset option in accordance with MRA.

f. Waiver of existing events of defaults, penal interest and charges etc. in accordance with MRA.

g. Contribution of Rs 250.00 Crore in the SEL by promoters, their friends, relatives and business associates in lieu of bank sacrifice in the form of equity shares/CCDs including conversion of existing promoter''s loan of Rs 145.00 Crore into equity shares/CCDs at the price determined in compliance with Securities and Exchange Board of India.

Other key features of the CDR Package are:

a. Right of Recompense to CDR Lenders for the relief and sacrifice extended, subject to provisions of CDR Guidelines and MRA and;

b. SEL issued equity shares in lieu of sacrifice of the CDR Lenders for the first three years from cut off date at the price determined in compliance with Securities and Exchange Board of India, if demanded by CDR lenders.

In case of financial facilities availed from the non-CDR Lenders, the terms and conditions shall continue to be governed by the provisions of the existing financing documents.

During the year ended March 31, 2015, the restructuring proposal with Power Finance Corporation (''PFC'') which is a non-CDR lender was approved by CDR EG. As per the terms of restructuring, the PFC has converted certain portion of interest accrued into FITL I and FITL II. Repayment of outstanding term loan will be in accordance with terms and conditions similar to those of RTL, whereas repayment of FITL I will be made in 32 equal quarterly instalments and shall be co-terminus with RTL. Repayment of FITL II will be made in 12 quarterly instalments from December 2022 to September 2025.

4. Recompense

Suzlon Energy Limited and its certain specified subsidiaries (collectively ''the Group'') and the CDR lenders executed a Master Restructuring Agreement (''MRA'') during the financial year ending March 31, 2013. The MRA as well as the provisions of the Master Circular on Corporate Debt Restructuring issued by the Reserve Bank of India, gives a right to the CDR lenders to get a recompense of their waivers and sacrifice made as part of the CDR Proposal. The recompense amount payable by the Group is contingent on various factors including improved performance of the Company and many other conditions, the outcome of which currently is materially uncertain. Further, as mentioned in Note 4 to the financial statements, the Borrowers have an obligation to issue equity shares in lieu of the sacrifice for the first three years from cut-off date, if demanded by CDR lenders. In case of CDR lenders who have exercised the right for issuance of equity shares, the cost is amortised over the period of sacrifice. In case of CDR lenders who have not exercised this right, the recompense amount due to the date of this balance sheet is not ascertainable.

5. Restructuring of foreign currency convertible bonds

On June 17, 2014, the Company entered into consent solicitation memorandum, with representative of the bond holders. As per consent solicitation memorandum, bond holders had given consent that if the requisite majority of the bond holders pass the resolution, then Company can issue new bonds to replace existing FCCB liability, redemption premium, coupon interest and default interest on FCCBs.

On July 15, 2014, pursuant to the approvals received from RBI, the CDR EG, the holders of the existing bonds and the Board of Directors of the Company, the Company approved the allotment of restructured bonds amounting to USD 546.92 Million to the holders of the existing bonds in accordance with the terms of the consent solicitation memorandum and applicable laws and regulations. Pursuant to the consent solicitation memorandum, the restructured bonds will mature on July 16, 2019 and the existing 0% October 2012 Series, 7.5% October 2012 Series and 0% July 2014 Series would cease to exist. In respect of the existing USD 175 Million 5% April 2016 Series, USD 146.20 Million of the principal amount have also been substituted by the restructured bonds and USD 28.80 Million of the principal amount remain outstanding. In view of this the foreign currency monetary item translation difference account (''FCMITDA'') relating to restructured bonds of 5% April 2016 Series amounting to Rs 103.43 Crore has been charged off in the statement of profit and loss and disclosed under exceptional items.

6. Sale of Senvion SE

On January 21, 2015, AE Rotor Holding B.V. a step-down wholly owned subsidiary of the Company and its subsidiaries signed a binding agreement with Centerbridge Partners LP, USA to sell 100% stake in Senvion SE, for consideration of Euro 1,000 Million and future earn out of up to Euro 50 Million. Post regulatory and customary clearance, the deal has been concluded on April 29, 2015. Accordingly, the Company has made an impairment provision of Rs 5,920.00 Crore in the value of investments and disclosed the same under exceptional items. The future earn out of EURO 50 Million is not considered as part of sale consideration as it is subject to conditions.

7. Going Concern

The matter of emphasis reported by the auditors in the previous several quarters on account of uncertainty of the Company to continue as going concern has been resolved due to various positive developments, primarily on account of sale of Senvion SE aggregating to Euro 1,000 Million and preferential allotment to investor group aggregating to Rs 1,800 Crore. These developments have infused sufficient liquidity in the business of the Company which was earlier lacking and accordingly, the uncertainty of the Company to continue as going concern is resolved.

8. On March 29, 2014, the Company had sold its Operation and Maintenance ("OMS") Business Undertaking to one of its subsidiaries, Suzlon Global Services Limited (''SGSL'') (formerly SISL Green Infra Limited) on a slump sale basis. Accordingly, the financial statement as at and for the year ended March 31, 2015 are to that extent not comparable with the financial statements of the prior periods presented.

b. Terms/rights attached to equity shares

The Company has only one class of equity shares having a par value of Rs 2 each. Each holder of equity shares is entitled to one vote per share except for the underlying depository shares held against the Global Depository Receipts (''GDRs'').

Holders of the GDR have no voting rights with respect to the equity shares represented by the GDRs. Deutsche Bank Trust Company Americas (the ''Depository''), which is the shareholder on record in respect of the equity shares represented by the GDRs, will not exercise any voting rights in respect of the equity shares against which GDRs are issued, unless it is required to do so by law. Equity shares which have been withdrawn from the Depository facility and transferred on the Company''s register of members to a person other than the Depository, ICICI Bank Limited (the ''Custodian'') or a nominee of either the Depository or the Custodian may be voted by the holders thereof.

As regard the shares which did not have voting rights as on March 31, 2015 are GDRs Â 2,114,631 / (equivalent shares Â 8,458,524) and as on March 31, 2014 are GDRs Â 1,791,178 / (equivalent shares Â 7,164,712).

The Company declares and pays dividends in Indian rupees. The dividend proposed by the Board of Directors is subject to approval of the shareholders in the ensuing Annual General Meeting.

In the event of liquidation of the Company, the holder of equity shares will be entitled to receive remaining assets of the Company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.

d. Shares reserved for issue under options

For details of shares reserved for issue under the employee stock option (ESOP) plan of the Company, Note 31(b), under heading of "Closing balance".

For details of shares reserved for issue on conversion of FCCBs, refer Note 12(II)(a) for terms of conversion/ redemption.

For details of shares reserved for issue on conversion of Funded Interest Term Loan into equity shares or compulsory convertible debentures and issue of equity shares in lieu of sacrifice of the CDR Lenders, refer Note 4(d) for terms of conversion. The shares were issued during the current year. There are no shares reserved for issue under options as at the balance sheet date.

For details of shares reserved for issue on conversion of existing promoter loans and promoter contribution in lieu of bank sacrifice and to certain vendors, refer Note 4(g). The shares were issued during the current year. There are no shares reserved for issue under options as at the balance sheet date.

For details of shares reserved for issue to an Investor Group, refer Note 10(ii) for terms of issue.

- The Company on February 13, 2015 signed a Shareholder Agreement ("agreement") with an Investor Group in terms of which the Investor Group agreed to subscribe to 100 Crore equity shares at the rate of Rs 18 per shares aggregating to Rs 1,800 Crore. This is in addition to shares to be acquired under an Open Offer under SEBI takeover regulations. Subsequent to the year-end and pending completion of the Open Offer, the Company has allotted 100 Crore equity shares to this Investor Group in terms of approval granted by the Competition Commission of India vide its letter dated May 01, 2015.The key important terms of the Agreement with the Investor Group are as follows;

- Right to appoint Directors till the time the shareholding percentage of the Investor Group is in excess of 5 %. The percentage holding of the investor group shall be calculated excluding further issue of equity shares to third parties, except right issues.

- There are certain decisions specified in the Agreement which need a Unanimous Vote of the Investor Group and the Promoter in writing.

- The Investor Group has irrevocably agreed that it will exercise voting rights, including at General Meetings or Board Meetings, in accordance with the recommendations provided by the Main Promoter (except for Unanimous vote items where it will have sole discretion) with a view to ensuring that the control of the Company in all respects including control over management and day to day operations shall remain with the Promoters.

- The Investor Group and the Promoters of the Company shall be considered as ''persons acting in concert'' under regulation 2(1)(q) of the SEBI Takeover regulations based on the Voting Arrangement.

- If the Promoters decide to transfer any of their shareholding in the Company, they shall first offer these to the Investor Group.

- If the Investor Group decide to transfer any of their shareholding in the Company, they shall first offer these to the Promoter Group.

- The Investor Group shares shall be subject to a lock-in period applicable under applicable regulations or one-year whichever is later.

(iii) Issue of shares post March 31, 2015

Apart from the amount shown as share application money as on March 31, 2015, the Company issued 0.75 Crore equity shares at Rs 15.46 each aggregating to Rs 11.60 Crore to bondholders, post March 31, 2015.

I. The details of security for the secured loans are as follows:

(i) In case of financial facilities from CDR lenders in accordance with MRA and non-CDR lenders, RTL, WCTL, FITL aggregating Rs 5,281.11 Crore (Rs 5,301.24 Crore) of which Rs 3,355.12 Crore (Rs 5,070.93 Crore) classified as long- term borrowings and Rs 1,925.99 Crore (Rs 230.31 Crore) classified as current maturities of long-term borrowings, fund based working capital facilities of Rs 2,013.65 Crore (Rs 1,768.48 Crore) and non fund based working capital facilities are secured by first pari passu charge on all chargeable present and future tangible/intangible movable assets of each of the Borrowers, first charge on all chargeable present and future immovable assets (excluding the identified properties) of each of the Borrowers, first charge on all present and future chargeable current assets of each of the Borrowers, first charge over Trust and Retention Account (''TRA'') and other bank accounts of the Borrowers, pledge of equity shares held by SEL in its 8 Indian subsidiaries which are forming part of the Borrowers, negative lien over the equity shares held by SEL in SE Forge Limited, pledge on shares of Suzlon Energy Limited, Mauritius (''SELM'') held by SEL, negative lien over the equity shares of certain overseas subsidiaries of SEL held by its step down overseas subsidiaries, pledge of certain equity shares of SEL held by its promoters, personal guarantee of the managing director of SEL and limited personal guarantee of one director of SSL.

In addition to above, the loans outstanding as on March 31, 2014, were secured by pledge of shares of certain overseas subsidiaries held by SEL''s step down overseas subsidiaries including pledge of shares of Senvion SE and guarantee by an overseas subsidiary. Post April 29, 2015, the pledged shares and guarantee are ceded from the charge.

ii) Rs 174.78 Crore (Rs 210.85 Crore) secured by way of priority repayment against the specific receivables being financed by certain lenders along with sharing of securities under CDR Package and personal guarantee of the managing director of SEL and limited personal guarantee of one director of SSL.

iii) Rs 408.53 Crore (Rs 236.45 Crore) secured by way of priority repayment against the specific receivables being financed by a lender along with sharing of securities under CDR Package and personal guarantee of the managing director of SEL.

iv) Rs 150.00 Crore (Rs Nil) secured by way of priority repayment on pari passu basis against the specific receivables being financed by a lender and a pari passu charge on the stock and receivables pertaining to specific projects with the lenders for the facility mentioned in point (v) below.

v) Rs 681.00 Crore (Rs Nil) secured by way of priority repayment on pari passu basis against the specific receivables being financed by a lender and a pari passu charge on the stock and receivables pertaining to specific projects with the lender for the facility mentioned in point (iv) above, corporate guarantee of a company and pledge of shares of a company.

vi) Vehicle loan of Rs 0.62 Crore (Rs Nil), of which Rs 0.62 Crore (Rs Nil) classified as current portion of long term borrowings is secured against vehicle under hire purchase contract.

II. Foreign currency convertible bonds

Pursuant to the approval of its Board of Directors, CDR EG, RBI and bond holders of each of its outstanding FCCB series, the Company successfully restructured each of its existing FCCB series, wherein, 100% of USD 200 Million 0% October 2012 bonds, USD 20.80 Million 7.5% October 2012 bonds and USD 90 Million 0% July 2014 bonds got fully substituted by the new FCCBs on July 15, 2014 and thus ceased to exist. In respect of USD 175 Million 5% April 2016 series, USD 28.80 million in principal value remain outstanding; the remaining holders opted to substitute their existing bonds with the new foreign currency convertible bonds.

* includes expenditure booked under various expenditure heads by their nature.

** This includes amount of Rs 52.09 Crore towards prior period expenses.

Performance guarantee (''PG'') represents the expected outflow of resources against claims for performance shortfall expected in future over the life of the guarantee assured. The period of performance guarantee varies for each customer according to the terms of contract. The key assumptions in arriving at the performance guarantee provisions are wind velocity, plant load factor, grid availability, load shedding, historical data, wind variation factor etc.

Operation, maintenance and warranty (''O&M'') represents the expected liability on account of field failure of parts of WTG and expected expenditure of servicing the WTGs over the period of free operation, maintenance and warranty, which varies according to the terms of each sales order.

Liquidated damages (''LD'') represents the expected claims which the Company may need to pay for non-fulfilment of certain commitments as per the terms of the respective sales/purchase contracts. These are determined on a case to case basis considering the dynamics of each contract and the factors relevant to that sale.

*On February 13, 2015, the Company entered into a Share Subscription Agreement ("SSA") for preferential allotment of equity shares to an investor group. The Company has received funds amounting to Rs 1,800 Crore as part of this process on May 14, 2015 and allotment of shares was completed on May 15, 2015. The agreement was irrevocable and binding and the shareholder approval for the same was obtained on March 19, 2015. Further, only Competition Commission of India (CCI) approval was pending as at March 31, 2015 which was subsequently obtained on May 1, 2015. Accordingly, as at March 31, 2015, the Company has recognised share application money receivable in the financial statements with a corresponding credit to share application money account.

**Interest includes interest receivable from Suzlon Global Services Limited of Rs 148.64 Crore (Rs Nil) on consideration for sale of business undertaking.

***The Company incurs expenditure on development of infrastructure facilities for power evacuation arrangements as per authorization of the State Electricity Boards (''SEB'')/Nodal agencies in Maharashtra and Tamil Nadu. The expenditure is reimbursed, on agreed terms, by the SEB/Nodal agencies. In certain cases, the Company recovers the cost from customers in the ordinary course of business. The cost incurred towards development of infrastructure facility inventory is reduced by the reimbursements received from SEB/Nodal agencies and the net amount is shown as ''Infrastructure Development Asset'' under other current assets. The excess of cost incurred towards the infrastructure facilities net of reimbursement received from SEB/Nodal agencies/customers is charged to statement of profit and loss as infrastructure development expenses. Other assets include Rs 385.13 Crore (Rs 366.63 Crore) towards infrastructure development which is similar in nature of power evacuation inventory.

b. WTG''s

Assets given on lease :

During the year ended March 31, 2014, the Company had sold some of its WTG''s which were let out on operating lease earlier. The lease charges were on the basis of net electricity generated and delivered. Lease rental income recognised in statement of profit and loss for the period is Rs Nil (Rs 2.60 Crore) and depreciation charged to statement of profit and loss is Rs Nil (Rs 1.00 Crore).

c. Premises given on lease:

During the year, the Company has entered into commercial lease of certain premises. These leases are of cancellable nature and there are no restrictions placed upon the Company by entering into these leases. Lease rental income recognised in statement of profit and loss for the period is Rs 4.35 Crore (Rs Nil).

9. Segment information

As permitted by paragraph 4 of Accounting Standard-17 (AS-17), ''Segment Reporting'', if a single financial report contains both consolidated financial statements and the separate financial statements of the parent, segment information need be presented only on the basis of the consolidated financial statements. Thus, disclosures required by AS-17 are given in consolidated financial statements.

b. Other related parties with whom transactions have taken place during the year:

i. Entities where Key Management Personnel (''KMP'') / Relatives of Key Management Personnel (''RKMP'') have significant influence:

Sarjan Realities Limited, Aspen Infrastructures Limited, Shubh Reality (South) Limited, Tanti Holdings Private Limited, Suzlon Foundation, Girish R. Tanti (HUF), Suruchi Holdings Private Limited, Sugati Holdings Private Limited, Synew Steel Limited, Salene Power Infrastructure Limited, Samanvaya Holdings Private Limited, PT Wind Energy, Synefra Infrastructures Limited, SE Freight & Logistics India Pvt. Ltd, Sugati Beach Resort Pvt. Ltd, Spectra Management Consultancy Private Limited, Indian Wind Energy Association, Windforce Management Services Private Limited, Suzlon Green Power Ltd and Sandla Wind Project Private Limited

ii. Key Management Personnel of Suzlon Energy Limited:

Tulsi R. Tanti,Kirti J Vagadia, Amit Agarwal and Hemal Kanuga.

iii. Relatives of Key Management Personnel of Suzlon Energy Limited:

Rambhaben Ukabhai, Jitendra R. Tanti, Sanyogita P. Tanti, Nidhi T. Tanti, Vinod R. Tanti and Girish R. Tanti.

iv. Employee funds:

Suzlon Energy Limited Â Superannuation Fund.

Suzlon Energy Limited Â Employees Group Gratuity Scheme.

Note: The Company has given various letter of supports, which otherwise is not a guarantee, towards financing operations of its domestic and overseas subsidiaries and maintaining their financial creditworthiness, as and when required during the last fiscal year; the amount of which are not determinable as at Balance Sheet date

10. Contingent liabilities

March 31, 2015 March 31, 2014

Guarantees given on behalf of subsidiaries in respect of loans / guarantee granted 251.14 847.79 to them by banks / financial institutions

Tax related matters pending in appeal* 104.82 88.18

Compensation payable in lieu of bank sacrifice refer Note 5 281.93

Others 14.18 16.94

* includes demand from tax authorities for various matters. The Company / tax department has preferred appeals on these matters and the same are pending with various appellate authorities. Considering the facts of the matters, no provision is considered necessary by management.

A few law suits have been filed on the Company and few subsidiaries of the Company by some of their suppliers for disputes in fulfilment of obligations as per supply agreements. Further, few customers of the Company has disputed certain amount as receivable which the Company believes is contractually not payable. These matters are pending for hearing before respective courts, the outcome of which is uncertain. The management has provided for an amount as a matter of prudence which it believes shall be the probable outflow of resources.

The Company along with other borrowers has provided securities to secure Stand-by Letter of Facilities ("SBLC") facilities of USD 655.41 Million issued for securing covered bonds issued by AE Rotor Holding B.V. a wholly owned subsidiary. The borrowers are also obliged to provide corporate guarantee of USD 117.45 Million in relation to above SBLC to certain lenders.

11. Disclosure required under Sec 186(4) of the Companies Act, 2013

For details of loans and guarantees given to related parties refer Note 34 and Note 36.

For details of securities provided on behalf of Borrowers under the CDR package refer Note 4 and Note 12(I).

For details of investments made refer Note 17.

12. Deferral of exchange differences

The Company has, consequent to the notification issued by the Ministry of Corporate Affairs on December 29, 2011 giving an option to the companies to amortise the exchange differences pertaining to long term foreign currency monetary items up to March 31, 2020 (from March 31, 2012 earlier), adopted the said option given under paragraph 46A of Accounting Standard 11. Accordingly, the Company has revised the amortisation period for such items to the maturity of the long term foreign currency monetary items (all before March 31, 2020).

Net foreign exchange loss aggregating Rs 271.32 Crore (gain of Rs 227.35 Crore) on long term foreign currency monetary items has been adjusted in the foreign currency monetary item translation difference account during the year. Further, foreign exchange loss aggregating Rs 95.19 Crore (loss of Rs 23.18 Crore) have been amortised during the year. FCMITDA relating to restructured bonds of 5% April 2016 Series amounting to Rs 103.43 Crore has been charged off in the statement of profit and loss and disclosed under exceptional items.

13. Prior year amounts have been reclassified wherever necessary to conform with current year presentation. Figures in the brackets are in respect of the previous year.

Mar 31, 2014

1. Corporate information

Suzlon Energy Limited (''SEL'' or the ''Company'') is a public company domiciled in India and incorporated under the provisions of the Companies Act, 1956 (the ''Act''). Its shares are listed on two stock exchanges in India. The Company is primarily engaged in the business of manufacturing of wind turbine generators (''WTGs'') and related components of various capacities. During the year, on March 29, 2014, the Company sold its operation and maintenance business undertaking to one of its subsidiaries, Suzlon Global Services Limited (SGSL) on a slump sale basis, as part of its strategic reorganisation and its initiatives for realising business efficiencies.

Basis of preparation

The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in India - "Indian GAAP". The Company has prepared these financial statements to comply in all material respects with the accounting standards notified under the Companies (Accounting Standards) Rules, 2006, (as amended) and the relevant provisions of the Companies Act, 1956 read with section 133 of the Companies Act 2013 and General Circular No.8/2014 dated April 04, 2014 issued by the Ministry of Corporate Affairs. The financial statements have been prepared on an accrual basis and under the historical cost convention, except in case of assets for which provision for impairment is made.

The accounting policies adopted in the preparation of financial statements are consistent with those of previous year.

2. Corporate debt restructuring:

During the financial year ended March 31, 2013, the Company along with its 7 identified domestic subsidiaries viz : Suzlon Structures Limited (''SSL''), Suzlon Power Infrastructure Limited (''SPIL''), Suzlon Generators Limited (''SGL''), Suzlon Gujarat Wind Park Limited (''SGWPL''), SE Electricals Limited (''SEEL''), Suzlon Wind International Limited (''SWIL'') and SE Blades Limited (''SEBL'') hereinafter collectively referred to as the ''Borrowers'' and individually as the ''Borrower'', had availed various financial facilities from the secured lenders under the Corporate Debt Restructuring Proposal, which was approved by the CDR Empowered Group (''CDR EG''). 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 01, 2012.

The key features of the CDR Proposal are as follow:

a. Repayment of Restructured Term Loans (''RTL'') after moratorium of 2 years from cut off date in 32 structured quarterly instalments commencing from December 2014 to September 2022.

b. Conversion of various irregular/outstanding/devolved financial facilities into Working Capital Term Loan (''WCTL''). Repayment of WCTL after moratorium of 2 years from cut off date in 32 structured quarterly instalments commencing from December 2014 to September 2022, subject to mandatory prepayment obligation on realisation of proceeds from certain asset sale and capital infusion.

c. Restructuring of existing fund based and non fund based financial facilities, subject to renewal and reassessment every year.

d. Interest accrued but not paid on certain financial facilities till cut off date shall be converted into Funded Interest Term Loan (''FITL''). The interest payable on RTL and WCTL during moratorium period of 2 years from cut off date shall also be converted to FITL. FITL shall be considered as convertible facilities which shall be converted into equity shares or compulsorily convertible debentures (CCDs) in accordance with MRA.

e. The rate of interest on RTL, WCTL, FITL and fund based working capital facilities shall be 11% with reset option in accordance with MRA.

f. Waiver of existing events of defaults, penal interest and charges etc in accordance with MRA.

g. Right of Recompense to CDR Lenders for the relief and sacrifice extended, subject to provisions of CDR Guidelines and MRA.

h. The Company to issue equity shares in lieu of sacrifice of the CDR Lenders for the first three years from cut off date at the price agreed in compliance with Securities and Exchange Board of India, if demanded by CDR Lenders.

i. Contribution of Rs 250.00 Crore in the Company by promoters, their friends, relatives and business associates in lieu of bank sacrifice in the form of equity shares / CCDs including conversion of existing promoter''s loan of Rs 145.00 Crore into equity shares / CCDs at the price agreed in compliance with Securities and Exchange Board of India.

In case of financial facilities availed from the non-CDR Lenders, the terms and conditions shall continue to be governed by the provisions of the existing financing documents.

Expenditure on restructuring and refinancing of earlier financial facilities aggregating Rs 70.86 Crore has been charged off and disclosed under exceptional items during the financial year ended March 31, 2013.

During the year ended March 31, 2014, pursuant to approval of CDR EG, the borrowers approached CDR and non-CDR lenders seeking financial assistance to bridge the shortfall in working capital facilities assessed during preparation of CDR Proposal, by offering priority repayment against the specific receivables being financed by them along with sharing of securities under CDR Package, and accordingly the Company has availed loans against project specific receivables.

During the year ended March 31, 2014, the Company agreed a restructuring proposal with Power Finance Corporation (''PFC'') which is a non- CDR lender, subject to CDR EG approval. As per the restructuring, the Company converted certain portion of interest accrued to FITL - I and FITL Â II. Repayment of outstanding term loan and FITL - I to PFC shall be in accordance with the CDR proposal and MRA. Repayment of FITL Â II shall be made in 12 quarterly instalments from December 2022 to September 2025.

4. As per the MRA executed by the Borrowers and the CDR lenders during the financial year ended March 31, 2013 as well as the provisions of the Master Circular on Corporate Debt Restructuring issued by the Reserve Bank of India, give a right to the CDR Lenders to get a recompense of their waivers and sacrifices made as part of the CDR Proposal. The recompense payable by the borrowers is contingent on various factors including improved performance of the borrowers and many other conditions, the outcome of which currently is materially uncertain and hence the proportionate amount payable as recompense has been treated as a contingent liability. Further, as mentioned in Note 3 to the financial statement, the Company has an obligation to issue equity shares in lieu of the sacrifice for the first 3 years from cut-off date, if demanded by lenders. In case of lenders who have exercised this right the value of equity shares issued has been shown as equity share capital/share application money received, and this cost is amortised over the period of sacrifice. In case of lenders who have not exercised this right, the amount has been shown as contingent liability. The aggregate outstanding sacrifice made by CDR Lenders as per the MRA is approximately Rs 281.93 Crore (Rs 103.06 Crore) for the Company and Rs 365.33 Crore (Rs 129.32 Crore) for the borrowers.

3. The Company defaulted in repayment of amounts aggregating approximately USD 209 million (Rs 1,250.44 Crore) in respect of its unsecured FCCBs which were due in October 2012 ("October 2012 FCCBs"). This default triggered a cross default under the Company''s other existing unsecured FCCBs aggregating USD 90 million (Rs 539.24 Crore) and USD 175 million (Rs 1,048.51 Crore), (which otherwise were due in 2014 and 2016 respectively) (the "2014 and 2016 FCCBs") and accordingly these triggered potential acceleration of payments, if were demanded by a specified proportion of the 2014 and/or 2016 FCCB holders. The Trustees for the 2014 and 2016 FCCB holders have not issued any acceleration notice in respect of the 2014 and 2016 FCCBs and accordingly USD 175 million (Rs 1,048.51 Crore) has been classified as non-current liability. The Company also has overdue amounts payable to creditors and certain lenders as at March 31, 2014.

On May 03, 2014, the Company entered into a standstill agreement with an adhoc committee of FCCB holders for a cashless exchange of its existing October 2012 FCCB''s, 2014 FCCB''s and 2016 FCCB''s. The new FCCB''s are expected to have maturity period of five years and a conversion price of Rs 15.46. Further, the new FCCB''s will be interest bearing and no premium will be payable on redemption. However this agreement is subject to various approvals, including approval of Reserve Bank of India. The Company is in the process of restructuring of FCCBs. 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. Pending the final outcome of restructuring, though there exists material uncertainty these financial statements have been prepared on the basis that the Company will continue as a going concern, and no adjustments have been made to the carrying values or classification of assets and liabilities.

4. On March 29, 2014, the Company sold its Operation and Maintenance ("OMS") Business Undertaking to one of its subsidiaries, Suzlon Global Services Limited (''SGSL'') (formerly SISL Green Infra Limited) on a slump sale basis as part of its strategic reorganisation and its initiatives for realising business efficiencies for a consideration of Rs 2,000.00 Crore based on a valuation done by an independent firm of valuers. The amount receivable from SGSL aggregating Rs 2,000.00 Crore has been shown under "Other assets" in the Balance sheet, and the gain on sale of this division aggregating Rs 1,922.92 Crore has been shown as "Exceptional items" in the statement of profit and loss. The financial statement as at and for the year ended March 31, 2014 are to that extent not comparable with the financial statements of the prior periods presented.

b. Terms/rights attached to equity shares

The Company has only one class of equity shares having a par value of Rs 2 each. Each holder of equity shares is entitled to one vote per share except for the underlying depository shares held against the Global Depository Receipts (''GDRs'').

Holders of the GDR have no voting rights with respect to the equity shares represented by the GDRs. Deutsche Bank Trust Company Americas (the ''Depository''), which is the shareholder on record in respect of the equity shares represented by the GDRs, will not exercise any voting rights in respect of the equity shares against which GDRs are issued, unless it is required to do so by law. Equity shares which have been withdrawn from the Depository facility and transferred on the Company''s register of members to a person other than the Depository, ICICI Bank Limited (the ''Custodian'') or a nominee of either the Depository or the Custodian may be voted by the holders thereof.

As regard the shares, which did not have voting rights as on March 31, 2014 are GDRs Â 1,791,178 / (equivalent shares Â 7,164,712) and as on March 31, 2013 are GDRs Â 1,023,173 / (equivalent shares Â 4,092,692).

The Company declares and pays dividends in Indian rupees. The dividend proposed by the Board of Directors is subject to approval of the shareholders in the ensuing Annual General Meeting.

In the event of liquidation of the Company, the holder of equity shares will be entitled to receive remaining assets of the Company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.

d. Shares reserved for issue under options

For details of shares reserved for issue under the employee stock option (ESOP) plan of the Company, Note 28(b), under heading of "Closing balance".

For details of shares reserved for issue on conversion of FCCBs, refer Note 9 (II) (a) for terms of conversion / redemption.

For details of shares reserved for issue on conversion of Funded Interest Term Loan into equity shares or compulsory convertible debentures and issue of equity shares in lieu of sacrifice of the CDR Lenders, refer Note 3(d) for terms of conversion.

For details of shares reserved for issue on conversion of existing promoter loans and promoter contribution in lieu of bank sacrifice and to certain vendors, refer Note 3(i).

I. The details of security for the secured loans are as follows:

(i) In case of financial facilities from CDR lenders in accordance with MRA and non-CDR lenders, RTL, WCTL, FITL aggregating Rs 5,301.24 Crore (Rs 4,964.31 Crore) of which Rs 5,070.93 Crore (Rs 4,725.25 Crore) classified as long term borrowing and Rs 230.31 Crore (Rs 239.06 Crore) classified as current maturities of long term borrowing, fund based working capital facilities of Rs 1,768.48 Crore (Rs 1,543.33 Crore) and non fund based working capital facilities are secured by first pari passu charge on all chargeable present and future tangible/intangible movable assets of each of the Borrowers, first charge on all chargeable present and future immovable assets (excluding the identified properties) of each of the Borrowers, first charge on all present and future chargeable current assets of each of the Borrowers, first charge over Trust and Retention Account (''TRA'') and other bank accounts of the Borrowers, pledge of equity shares held by SEL in its 7 Indian subsidiaries which are forming part of the Borrowers, negative lien over the equity shares held by SEL in SE Forge Limited, pledge on shares of Suzlon Energy Limited, Mauritius (''SELM'') held by SEL, pledge of shares of certain other overseas subsidiaries held by SEL''s step down overseas subsidiaries including pledge of shares of Senvion SE ("Senvion"), negative lien over the equity shares of certain overseas subsidiaries of SEL held by its step down overseas subsidiaries, pledge of certain equity shares of SEL held by its promoters, guarantee of an overseas subsidiary, personal guarantee of the managing director of SEL and limited personal guarantee of one director of SSL.

(ii) Vehicle loan of Rs Nil (Rs 0.06 Crore), of which Rs Nil (Rs 0.06 Crore) classified as current portion of long term borrowing is secured against vehicle under hire purchase contract.

(iii) Rs 447.30 Crore (Rs Nil) secured by way of priority repayment against the specific receivables being financed by certain lenders along with sharing of securities under CDR Package.

b. Recent development

On May 03, 2014, the Company entered into a standstill agreement with an ad-hoc committee of FCCB holders for a cashless exchange of its existing Phase II, Phase II (new), Phase III and Phase IV bonds for a new proposed FCCB. The new FCCB''s are expected to have maturity period of five years and a conversion price of Rs 15.46. Further, the new FCCB''s will be interest bearing and no premium will be payable on redemption. However, this agreement is subject to various approvals, including approval of Reserve Bank of India.

c. Redemption premium

The Phase II, Phase II (new), Phase III and Phase IV bonds are redeemable subject to satisfaction of certain conditions mentioned in the respective offering circular and hence have been designated as monetary liability.

During the year ended March 31, 2014, the Company provided for the proportionate redemption premium of Rs 110.95 Crore (March 31, 2013: Rs 208.13 Crore) by adjusting the same against the securities premium account. Following are the scheme-wise details of the redemption premium as of the year end date:

Performance guarantee (''PG'') represents the expected outflow of resources against claims for performance shortfall expected in future over the life of the guarantee assured. The period of performance guarantee varies for each customer according to the terms of contract. The key assumptions in arriving at the performance guarantee provisions are wind velocity, plant load factor, grid availability, load shedding, historical data, wind variation factor etc.

Operation, maintenance and warranty (''O&M'') represents the expected liability on account of field failure of parts of WTG and expected expenditure of servicing the WTGs over the period of free operation, maintenance and warranty, which varies according to the terms of each sales order.

Liquidated damages (''LD'') represents the expected claims which the Company may need to pay for non-fulfilment of certain commitments as per the terms of the respective sales/purchase contracts. These are determined on a case to case basis considering the dynamics of each contract and the factors relevant to that sale.

The figures shown against ''Utilisation'' represent withdrawal from provisions credited to statement of profit and loss to offset the expenditure incurred during the year and debited to statement of profit and loss.

4.2 Other assets

*The Company incurs expenditure on development of infrastructure facilities for power evacuation arrangements as per authorization of the State Electricity Boards (''SEB'')/Nodal agencies in Maharashtra and Tamil Nadu. The expenditure is reimbursed, on agreed terms, by the SEB/Nodal agencies. In certain cases, the Company recovers the cost from customers in the ordinary course of business. The cost incurred towards development of infrastructure facility inventory is reduced by the reimbursements received from SEB/Nodal agencies and the net amount is shown as ''Infrastructure Development Asset'' under other current assets. The excess of cost incurred towards the infrastructure facilities net of reimbursement received from SEB/Nodal agencies/customers is charged to statement of profit and loss as infrastructure development expenses. Other current assets include Rs 366.63 Crore as at March 31, 2014 towards infrastructure development which is similar in nature of power evacuation inventory.

5. Post employment benefits

The Company has a defined benefit gratuity plan. Every employee who has completed five or more years of service is eligible for gratuity. Gratuity is computed based on 15 days salary based on last drawn salary for each completed year of service. The scheme is funded with an insurance company in the form of a qualifying insurance policy.

The estimated future salary increase considered in actuarial valuation, takes into account the effect of inflation, seniority, promotion and other relevant factors such as supply and demand in the employment market. The overall expected rate of return on plan assets is determined based on the market prices prevailing as on balance sheet date, applicable to the period over which the obligation is to be settled.

d) Fair value of the options

The Company applies intrinsic value based method of accounting for determining compensation cost for Scheme II to Scheme XIII. Following are the details of the amounts that would have been charged to the statement of profit and loss, rate per option, and20 c1o4st ESPS per option calculated based on ''Black-Scholes'' Model.

6. Capitalisation of expenditure

During the year, the Company has not capitalised any expenses in connection with the self-manufactured assets. Consequently, expenses disclosed under the respective notes are net of amounts capitalised by the Company.

7. Segment information

As permitted by paragraph 4 of Accounting Standard-17 (AS - 17), ''Segment Reporting'', if a single financial report contains both consolidated financial statements and the separate financial statements of the parent, segment information need be presented only on the basis of the consolidated financial statements. Thus, disclosures required by AS 17 are given in consolidated financial statements.

b. Other related parties with whom transactions have taken place during the year:

i. Entities where key management personnel (''KMP'')/relatives of key management personnel (''RKMP'') have significant influence:

Sarjan Realities Limited, Aspen Infrastructures Limited, Shubh Realities (South) Limited, Tanti Holdings Private Limited, Suzlon Foundation, Girish R. Tanti (HUF), Suruchi Holdings Private Limited, Sugati Holdings Private Limited, Synew Steel Limited, Salene Power Infrastructure Limited, Samanvaya Holdings Private Limited and Synefra Infrastructures Limited.

ii. Key management personnel of Suzlon Energy Limited:

Tulsi R. Tanti

iii. Relatives of key management personnel of Suzlon Energy Limited:

Jitendra R. Tanti, Nidhi T. Tanti, Vinod R. Tanti* and Girish R. Tanti

iv. Employee funds:

Suzlon Energy Limited Â Superannuation Fund.

Suzlon Energy Limited Â Employees Group Gratuity Scheme.

* Resigned as whole time director and continues to be a non-executive director w.e.f. June 01, 2012. Transactions entered into after June 01, 2012 have been disclosed as transactions with the relatives of KMP.

8. Contingent liabilities

March 31, 2014 March 31, 2013

Guarantees given on behalf of subsidiaries in respect of loans granted to them 847.79 861.44 by banks/financial institutions

Tax related matters pending in appeal* 88.18 82.83

Compensation payable in lieu of bank sacrifice 281.93 103.06

Others 16.94 11.55

* includes demand from tax authorities for various matters. The Company / tax department has preferred appeals on these matters and the same are pending with various appellate authorities. Considering the facts of the matters, no provision is considered necessary by management.

A few law suits have been filed on the Company and few subsidiaries of the Company by some of their suppliers for disputes in fulfilment of obligations as per supply agreements. The matters are pending for hearing before respective courts, the outcome of which is uncertain. The management has provided for an amount as a matter of prudence which it believes shall be the probable outflow of resources.

The borrowers have provided certain security in relation to Stand-by Letter of Credit ("SBLC") issued by lenders for securing covered bonds issued by AE Rotor Holding B.V. a wholly owned subsidiary. The Borrowers are also obliged to provide corporate guarantee of USD 117.45 Million in relation to above SBLC to certain lenders.

9. Deferral of exchange differences

The Company has, consequent to the notification issued by the Ministry of Corporate Affairs on December 29, 2011 giving an option to the companies to amortise the exchange differences pertaining to long term foreign currency monetary items up to March 31, 2020 (from March 31, 2012 earlier), adopted the said option given under paragraph 46 of Accounting Standard 11. Accordingly, the Company has revised the amortisation period for such items to the maturity of the long term foreign currency monetary items (all before March 31, 2020).

Net foreign exchange gain aggregating Rs 227.35 Crore (loss of Rs 189.39 Crore) on long term foreign currency monetary items has been adjusted in the foreign currency monetary item translation difference account during the year. Further, foreign exchange loss aggregating Rs 23.18 Crore (Rs 165.47 Crore) have been amortised during the year.

10. Prior year amounts have been reclassified wherever necessary to confirm with current year presentation.

11. Figures in the brackets are in respect of the previous year.

Mar 31, 2013

1. Corporate information

Suzlon Energy Limited (''SEL'' or the ''Company'') is a public company domiciled in India and incorporated under the provisions of the Companies Act, 1956 (the ''Act''). Its shares are listed on two stock exchanges in India. The Company is primarily engaged in the business of manufacturing of wind turbine generators (''WTGs'') and related components of various capacities.

Basis of preparation

The financial statements of the company have been prepared in accordance with generally accepted accounting principles in India (Indian GAAP). The company has prepared these financial statements to comply in all material respects with the accounting standards notified under the Companies (Accounting Standards) Rules, 2006, (as amended) and the relevant provisions of the Companies Act, 1956. The financial statements have been prepared on an accrual basis and under the historical cost convention; except in case of assets for which provision for impairment is made.

The accounting policies adopted in the preparation of financial statements are consistent with those of previous year.

2. Corporate debt restructuring:

Suzlon Energy Limited (''SEL''), Suzlon Structures Limited (''SSL''), Suzlon Power Infrastructure Limited (''SPIL''), Suzlon Generators Limited (''SGL''), Suzlon Gujarat Wind Park Limited (''SGWPL''), SE Electricals Limited (''SEEL''), Suzlon Wind International Limited (''SWIL'') and SE Blades Limited (''SEBL'') are hereinafter collectively referred to as the ''Borrowers'' and individually as the ''Borrower'', who have availed various financial facilities from the secured lenders.

At the request of the Borrowers, the Corporate Debt Restructuring Proposal (''ÃDR Proposal'') of the Borrowers was referred to Corporate Debt Restructuring Cell ("CDR Cell") by the consortium of senior lenders led by the State Bank of India. The 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 communised vide Letter of Approval dated January 23, 2013, as amended/modified time to time. The cut off date for CDR Proposal was October 01, 2012. 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 01, 2012.

The key features of the CDR Proposal are as follow:

Repayment of Restructured Term Loans (''RTL'') after moratorium of 2 year from cut off date in 32 structured quarterly instalments commencing from December 2014 to September 2022.

Conversion of various irregular/outstanding/devolved financial facilities into Working Capital Term Loan (''WCTL''). Repayment of WCTL after moratorium of 2 year from cut off date in 32 structured quarterly instalments commencing from December 2014 to September 2022, subject to mandatory prepayment obligation on realisation of proceeds from certain asset sale and capital infusion.

Restructuring of existing fund based and non fund based financial facilities, subject to renewal and reassessment every year.

Interest accrued but not paid on certain financial facilities till cut off date shall be converted into Funded Interest Term Loan (''FITL''). The interest payable on RTL and WCTL during moratorium period of 2 years from cut off date also shall be converted to FITL. FITL shall be considered as convertible facilities which shall be converted into equity shares or compulsorily convertible debentures in accordance with MRA.

The rate of interest on RTL, WCTL, FITL and fund based working capital facilities shall be 11% with annual reset option in accordance with MRA.

Waiver of existing events of defaults, penal interest and charges etc in accordance with MRA.

Right of Recompense to CDR Lenders for the relief and sacrifice extended, subject to provisions of CDR Guidelines and MRA.

The Company to issue equity shares in lieu of sacrifice of the CDR Lenders for the first three years from cut off date, if demanded by CDR Lenders.

Contribution of Rs 250 Crore in the Company by promoters in lieu of bank sacrifice in the form of equity shares / CCDs including conversion of existing promoter''s loan of Rs 145 Crore into equity shares / CCDs.

In case of financial facilities availed from the non-CDR Lenders, the terms and conditions shall continue to be governed by the provisions of the existing financing documents.

Expenditure on restructuring and refinancing of earlier financial facilities has been charged off and disclosed under exceptional items.

3. The Borrowers and the CDR Lenders executed a MRA during the year. The MRA as well as the provisions of the Master Circular on Corporate Debt Restructuring issued by the Reserve Bank of India, give a right to the CDR Lenders to get a recompense of their waivers and sacrifices made as part of the CDR Proposal. The recompense payable by the borrowers is contingent on various factors including improved performance of the borrowers and many other conditions, the outcome of which currently is materially uncertain and hence the proportionate amount payable as recompense has been treated as a contingent liability. The aggregate present value of the outstanding sacrifice made/ to be made by CDR Lenders as per the MRA is approximately Rs 597.98 crore for the Company and Rs 747.87 crore for the borrowers.

4. The Company defaulted in repayment of amounts aggregating approximately USD 209 million (Rs 1,133.10 Crore) in respect of its unsecured FCCBs which were due in October 2012 ("October 2012 CCBs"). This default triggers a cross default under the Company''s other existing unsecured FCCBs aggregating USD 90 million (Rs 488.63 Crore) and USD 175 million (Rs 950.12 Crore), (which otherwise fall due in 2014 and 2016 respectively) (the "2014 and 2016 FCCBs") and accordingly these trigger acceleration of payments, if demanded by a specified proportion of the 2014 and/or 2016 FCCB holders. The Trustees for the 2014 and 2016 FCCB holders have not issued any acceleration notice in respect of the 2014 and 2016 FCCBs and accordingly USD 265 million (Rs 1,438.75 Crore) has been classified as non-current liability. 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 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. Pending the final outcome of negotiations, though there exists material uncertainty these financial statements have been prepared on the basis that the Company will continue as a going concern, and ''therefore no adjustments have been made to the carrying values or classification of assets and liabilities. ^

5. Segment information

As permitted by paragraph 4 of Accounting Standard-17 (AS - 17), ''Segment Reporting'', if a single financial report contains both consolidated financial statements and the separate financial statements of the parent, segment information need be presented only on the basis of the consolidated financial statements. Thus, disclosures required by AS 17 are given in consolidated financial statements.

6. Contingent liabilities

March 31, 2013 March 31, 2012

Guarantees given on behalf of subsidiaries in respect of loans granted to them 861.44 3,259.08

by banks/financial institutions

Tax related matters pending in appeal* 82.83 41.70

Compensation payable in lieu of bank sacrifice 103.06

Others 11.55 5.79

* includes demand from tax authorities for various matters. The Company / tax department has preferred appeals on these matters and the same are pending with various appellate authorities. Considering the facts of the matters, no provision is considered necessary by management.

A few law suits have been filed on the Company and few subsidiaries of the Company by some of their suppliers for disputes in fulfilment of obligations as per supply agreements. The matters are pending for hearing before respective courts, the outcome of which is uncertain. The management has provided for an amount as a matter of prudence which it believes shall be the probable outflow of resources.

The borrowers have provided certain security in relation to Stand-by Letter of Credit ("SBLC") issued by lenders for securing covered bonds issued by AE Rotor Holding B.V. a wholly owned subsidiary. The Borrowers are also obliged to provide corporate guarantee of USD 117.45 Million in relation to above SBLC to certain lenders.

7. Deferral of exchange differences

The Company has, consequent to the notification issued by the Ministry of Corporate Affairs on December 29, 2011 giving an option to the companies to amortise the exchange differences pertaining to long term foreign currency monetary items up to March 31, 2020 (from March 31, 2012 earlier), adopted the said option given under paragraph 46 of Accounting Standard 11. Accordingly, the Group has revised the amortisation period for such items to the maturity of the long term foreign currency monetary items (all before March 31, 2020).

Net foreign exchange loss aggregating Rs 189.39 Crore (Rs 217.69 Crore) on long term foreign currency monetary items has been adjusted in the foreign currency monetary item translation difference account during the year. Further, foreign exchange loss aggregating Rs 165.47 Crore (Rs 91.62 Crore) have been amortised during the year.

8. Prior year amounts have been reclassified wherever necessary to conform with current year presentation.

9. Figures in the brackets are in respect of the previous year.

Mar 31, 2012

1. Corporate Information

Suzlon Energy Limited ('SEL' or the 'Company') is a public company domiciled in India and incorporated under the provisions of the Companies Act, 1956 (the 'Act'). Its shares are listed on two stock exchanges in India. The Company is primarily engaged in the business of manufacturing of wind turbine generators('WTGs')and related components of various capacities.

Basis of preparation

The financial statements of the company have been prepared in accordance with generally accepted accounting principles in India (Indian GAAP). The company has prepared these financial statements to comply in all material respects with the accounting standards notified under the Companies (Accounting Standards) Rules, 2006, (as amended) and the relevant provisions of the Companies Act, 1956. The financial statements have been prepared on an accrual basis and under the historical cost convention; except in case of assets for which provision for impairment is made and revaluation is carried out.

The accounting policies adopted in the preparation of financial statements are consistent with those of previous year, except for the change in accounting policy explained below.

2. Scheme of Arrangement and Restructuring for Merger and De-merger

a. The Company implemented a Scheme of Arrangement and Restructuring ('Scheme'). The 'Appointed Date' fixed for this purpose was April 1,2010. The following were the salient features of the Scheme.

- De-merger and consequent transfer of (a) Power Generation Division of Suzlon Towers And Structures Limited ('STSL'), a wholly owned subsidiary ('WOS') of the Company to Suzlon Engitech Limited, another WOS of the Company; and (b) Project Execution Division of Suzlon Infrastructure Services Limited ('SISL'),a WOS of the Company to Suzlon Gujarat Wind Park Limited, another WOS of the Company.

- Amalgamation of STSL and SISL with the Company after giving effect to the above-mentioned de-merger and consequent transfer of their respective division.

b. During the year, the Scheme has been sanctioned by the Hon'ble High Court at Gujarat vide Order dated August 10,2011and Hon'ble High Court of Judicature at BombayvideOrderdatedSeptember02,2011.

Accordingly, all the assets and liabilities of Power Generation Division of STSL and Project Execution Division of SISL are considered to be transferred and vested with Suzlon Engitech Limited and Suzlon Gujarat Wind Park Limited ('Resulting Companies') respectively, Resulting Companies have issued equity shares to the shareholder of STS Land SISL and thereafter both the companies, viz., STSL and SISL ('Transferor Companies') have been amalgamated with the Company ('Transferee Company') on appointed date i.e. with effect from April 1,2010 as per the Scheme.

c. Amalgamation of STSL and SISL with the Company has been accounted for under the "Pooling of Interest Method (Amalgamation in the nature of Merger)" as prescribed by Accounting Standard 14 - Accounting for Amalgamations. Accordingly, all the assets, liabilities and reserves of STS Land SISL (after the de-merger of Power Generation Division of STSL and Project Execution Division of SISL as per the Scheme) as at April 1, 2010 have been taken over at their book values. The inter se holding of the shares of the Transferor Companies held by the Transferee Company is cancelled. Loan and advances and other dues outstanding between Transferee Company and Transferor Companies are cancelled. After giving above mentioned effect, the difference between the excess Of the book value of the assets over the book value of liabilities and reserves is adjusted to Capital Reserve and the excess of the book value of the liabilities and reserves over the book value of the assets is adjusted to General Reserve.

d. The net impact of incomes accruing and expenses in curried by the Transferor Companies from the appointed date i.e. April 1, 2010 to March 31, 2011 is directly made to statement in profit and loss shown under Note 6 Reserves and Surplus. The incomes accruing and expenses incurred by the Transferor Companies from April 1, 2011 till the date of High Court Order have been incorporated in the statement of profit and loss drawn for the current financial year, as the Transferor Companies carried on the existing business in "trust" on behalf of the Company and all the vouchers, documents, etc. for that period were made in the name of the Transferor Companies i.e. STS Land SISL respectively.

e. Pursuant to the Scheme of Arrangement and Restructuring, no new shares have been issued by the Transferee Company to the share holders of the Transferor Companies since the Transferor Companies are Wholly Owned Subsidiaries of the Transferee Company and on account of the scheme being effective, the shares of Transferor Companies as held by the Transferee Company have got cancelled.

f. In view of the a foresaid amalgamation, the figures of current year are not comparable to those of the previous year.

2. The Company has certain foreign currency convertible bonds ('FCCBs') having an aggregate face value of USD 389.04 Million (Rs 1,979.24 crore) due for redemption in June 2012 and October 2012. The redemption value of these FCCBs on respective redemption dates would aggregate to approximately USD 568.96 Million (Rs 2,894.58 Crore). In order to meet the redemption obligations, the management is actively pursuing various options, which include raising of additional finance in the form of debt, high yield bonds, equity 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. Accordingly, the above results have been prepared on the basis that the Company is a going concern, and no adjustments are considered necessary in the values of the assets and liabilities of the Company.

On July 12, 2010, the Company raised Rs 1,188.39 crore pursuant to a Rights Issue of equity shares. The Company allotted 188,633,322 equity shares of Rs 2 each at a premium of Rs 61 per equity share on a 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 then existing equity shareholder son the record date.

On receipt of shareholders' approval by way of Postal Ballot, on November 16, 2010, the Company issued and allotted 31,992,582 Equity shares of Rs 2 each at a price of Rs 60 per share on preferential basis to 'IDFC Trustee Company Ltd. A/c IDFC Infrastructure Fund 3 A/c IDFC Private Equity Fund III' (IDFC PE) as a consideration for acquisition of 41,254,125 equity shares of Rs 10 each in SE Forge Limited (SEFL), a subsidiary of the Company. Consequent to acquisition of IDFC PE's stake in SEFL, SEFL became a wholly owned subsidiary of the Company.

b. Terms/rights attached to equity shares

The Company has only one class of equity shares having a par value of Rs 2 each. Each holder of equity shares is entitled to one vote per share except for the underlying depository shares held against the Global Depository Receipts ('GDRs').

Holders of the GDRs have no voting rights with respect to the Equity shares represented by the GDRs. Deutsche Bank Trust Company Americas (the 'Depositary'), which is the shareholder on record in respect of the equity shares represented by the GDRs ,will not exercise any voting rights in respect of the equity shares against which GDRs are issued, unless it is required to do so by law. Equity shares which have been withdrawn from the depositary facility and transferred on the Company's register of members to a person other than the Depositary, ICICI Bank Limited (the "Custodian") or a nominee of either the Depositary or the Custodian may be voted by the holders thereof.

As regard the shares, which did not have voting rights as on March 31, 2012 are GDRs - 793,099 (equivalent shares 3,172,396) and as on March 31,2011areGDRs-1,064,641(equivalentshares-4,258,564).

The Company declares and pays dividends in Indian rupees. The dividend proposed by the Board of Directors is subject to approval of the shareholders in the ensuing Annual General Meeting.

In the event of liquidation of the Company, the holder of equity shares will be entitled to receive remaining assets of the Company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.

In addition, the Company has issued 2,573,500 shares (March 31, 2011 3,740,500 shares) during the period of five years immediately preceding the reporting date on exercise of options granted under the employee stock option plan (ESOP) wherein part consideration was received in the form of employee services.

d. Shares reserved for issue under options

For details of shares reserved for issue under the employee stock option (ESOP) plan of the Company, please refer note no 28.

For details of shares reserved for issue on conversion of FCCBs, please refer note no 7(II) for terms of conversion / redemption.

Note a:**The shareholding of Tanti Holdings Private Limited for the financial year ended on March 31, 2012 includes shares held by Sanman Holdings Private Limited which has since been merged with Tanti Holdings Private Limited by virtue of orders passed by the Honorable High Courts. The scheme has become effective from the appointed date i.e. April 1,2010.

Note b: As per records of the Company, including its register of shareholders/ members and other declarations received from shareholders regarding beneficial interest, the above shareholding represents both legal and beneficial ownerships of shares.

I. Details of security

The Company along with its Indian subsidiaries, collectively referred as "Suzlon Entities" executed a debt consolidation and refinancing arrangement (the 'Arrangement') on February 5, 2010 with a consortium comprising of various banks and financial institutions ('Consortium') lead by the State Bank of India as the Facility Agent and SBI Cap Trustee Company Limited as the Security Trustee.

The entities covered under the arrangement includes Suzlon Energy Limited ('SEL'), Suzlon Towers and Structures Limited ('STSL')**, Suzlon Infrastructure Services Limited ('SISL')**, Suzlon Structures Limited ('SSL'), Suzlon Power Infrastructure Limited ('SPIL'), Suzlon Generators Limited ('SGL'), Suzlon Gujarat Wind Park Limited ('SGWPL'), SE Electricals Limited ('SEEL'), Suzlon Wind International Limited ('SWIL'), SE Blades Limited ('SEBL'), Suzlon Engitech Limited ('SENL') (hereinafter collectively referred to as the 'Suzlon Entities' or Individually as the 'Borrower').

** refer note 3forScheme of Arrangement and Restructuring for Merger and De-merger.

a. Term loans from banks and financial institutions of Rs 3,348.00 Crore (Rs 3,201.71 Crore) of which Rs 3,034.20 Crore (Rs 3,073.64 Crore) has been classified as long term borrowing and Rs 313.80 Crore (Rs 128.07 Crore) as current maturities of long term borrowings, and working capital facilities from banks of Rs 1,888.76Crore(Rs1,175.51 Crore) availed under debt consolidation and refinancing arrangement are secured by first charge on all present and future tangible/intangible movable assets of each of the Borrowers, first charge on all present and future immovable assets (excluding the identified properties) of each of the Borrowers, first charge on all present and future chargeable current assets of each of the Borrowers, first charge over Trust and Retention Account ("TRA") of the Borrowers, pledge of equity shares held by SEL in its 10 Indian subsidiaries forming part of the Suzlon Entities, pledge on equity shares of certain overseas subsidiaries held by step down overseas subsidiaries of SEL including REpower Systems SE ("RE power"), pledge of certain equity shares of SEL held by it's promoters, guarantee of overseas subsidiary, personal guarantee of the managing director of SEL and limited personal guarantee of director of SSL.

b. Term loan from others of Rs 2.21 Crore (Rs 5.64 Crore), of which Rs Nil (Rs 1.94 Crore) has been classified as long term borrowing and Rs 2.21 Crore (Rs 3.70 Crore) classified as current portion of long term borrowing, is secured by specific term deposit.

c. Vehicle loan of Rs 0.21 Crore (Rs Nil), of which Rs 0.07 Crore has been classified as long-term borrowing and Rs0.14 Crore classified as current portion of long term borrowing is secured against vehicle under hire purchase contract.

d. Working capital loans from banks aggregating to Rs 1,888.76 Crore (Rs 1,175.52 Crore) are also part of debt consolidation and refinancing arrangement. Accordingly all the securities mentioned in 7(I)(a) above are also extended to the working capital facilities.

II. Foreign currency convertible bonds

a. Initial terms of issue

On June 11, 2007 the Company made an issue of zero coupon convertible bonds aggregating USD 300 million (Rs 1,223.70 Crore) [Phase I bonds] and, on October 10, 2007, the Company made another issue of zero coupon convertible bonds aggregating USD 200 million (Rs 786.20 Crore) [Phase II bonds]. Further on July 24, 2009, the Company made an issue of zero coupon convertible bonds aggregating USD 93.87 million (Rs 452.64 Crore) at an issue price of 104.30% of the principal amountofUSD90.00 million. [Phase III bonds]

The key terms of these bonds at the time of issue were as follows:

b. Restructuring of Phase I and Phase II bonds

i. During the year 2009-10,theCompany restructured Phase I and Phase II Zero Coupon Convertible Bonds with an approval of the Reserve Bank of India ('RBI') wherein the bondholders were offered the following options as part of the restructuring;

(a) Buy back of bonds @ 54.55% of the facevalue of US$ 1000 perbond.

(b) Issue of new bonds ('Phase I New Bonds' in case of Phase I Bonds and 'Phase II New Bonds' in case of Phase II Bonds) in place of old bonds at a fixed ratio of 3:5 (60 cents to dollar) bearing a coupon of 7.5 per cent per annum, payable semi-annually. Unless previously redeemed, converted or purchased and cancelled, the Company will redeem each Phase I New Bond at 150.24 per cent of its principal amount and each Phase II New Bond at 157.72 per cent of its principal amount on the relevant maturity date. The conversion price is set at Rs 76.68 per share. These bonds do not have any financial covenants and are of the same maturity as the old Phase I and Phase II bonds.

(c) Consent fee of USD15 Million to be paid across both the series, for those bondholders who consent to the relaxation of covenants.

As a result of the restructuring, the outstanding position of the foreign currency convertible bonds is as follows:

ii. On April 29, 2010, the Company convened meetings of Bondholders of each of the series, who approved the respective proposed resolutions. Accordingly post receipt of regulatory approvals, the Company changed the conversion price of the Phase I bonds from Rs 359.68 per equity share to Rs 97.26 per equity share and for Phase II bonds from Rs 371.55 to Rs 97.26 per equity share, subject to adjustments in accordance with terms and conditions of the bonds. The floor price for Phase I and Phase II bonds was revised to Rs 74.025 per equity share. The fixed exchange rate was changed to 1USD=Rs 44.60 from 1USD=Rs 40.83 for Phase I bonds and 1USD=Rs 39.87 for Phase II bonds. The Company incurred Rs 37.28 Crore towards consent fee to bondholders and other cost and disclosed under exceptional items in the statement of profit and loss for the year ended March 31,2011.

c. Issue of New Bonds during the year

On April 12, 2011, the Company made an issue of 875, 5% Foreign Currency Convertible Bonds of USD 200,000 each due 2016 ('Phase IV Bonds') for a total consideration of USD 175.00 million (Rs 776.83 Crore), the key term of which are as follows:

i. convertible by the holders at any time on and after May 23, 2011 but prior to close of business on April 6, 2016. Each bond will be converted into 165,108.3133 fully paid up equity shares with face value of Rs 2 per share at an initial conversion price of Rs 54.01 per equity share of Rs 2 each at a fixed exchange rate conversion of Rs 44.5875 = USD 1.

ii. redeemable in whole but not in part at the option of the Company if less than 10 percent of the aggregate principal amount of the Bonds originally issued is outstanding, subject to satisfaction of certain conditions.

iii. redeemable on maturity date April 13,2016at 108.70% of its principal amount, if not redeemed or converted earlier.

The Company has incurred Rs 13.09 Crore during the year on account of issue expenses towards the issue of Phase IV Bonds which have been adjusted against securities premium

d. Redemption Premium:

The Phase I, Phase II, Phase I Knew, Phase II New, Phase III and Phase IV bonds are redeemable subject to satisfaction of certain conditions mentioned in the respective offering circulars and hence have been designated as a monetary liability.

As of March 31, 2011, the management believed that the redemption of the likelihood of bonds could not be ascertained; hence the redemption premium of Rs 579.21 Crore was shown as a contingent liability in the financial statements as of and for the year ended March 31, 2011. However, during the year ended March 31, 2012 the Company has provided for the proportionate redemption premium of Rs 930.57 Crore by adjusting the same against the securities premium account. Following are the scheme-wise details of the redemption premium as of the year end date:

*includes expenditure booked under various expenditure heads by their nature.

The provision for performance guarantee ('PG') represents the expected outflow of resources against claims for performance shortfall expected in future over the life of the guarantee assured. The period of performance guarantee varies for each customer according to the terms of contract. The key assumptions in arriving at the performance guarantee provisions are wind velocity, plant load factor, grid availability, load shedding, historical data, wind variation factored.

The provision for operation, maintenance and warranty ('O&M') Represents the expected liability on account of field failure of parts of WTG and expected expenditure of servicing the WTGs over the period of free operation, maintenance and warranty, which varies according to the terms of each sales order.

Provision for liquidated damages ('LD') represents the expected claims which the Company may need to pay for non fulfillment of certain commitments as per the terms of the sales order. These are determined on a case to case basis considering the dynamics of each sales order and the factors relevant to that sale.

The figures shown against 'Utilization' represent withdrawal from provisions credited to statement of profit and loss to offset the expenditure incurred during the year and debited to statement of profit and loss.

3. Operating leases

a. Premises

The Company has taken certain premises under cancellable operating leases. The total rental expense under cancellable operating leases during the period was Rs 13.25 Crore (Rs 8.65 Crore). The Company has also taken furnished/unfurnished offices and certain other premises under non-cancellable operating lease agreement. The lease rental charge during the year is Rs 5.76 Crore (Rs 1.27 Crore) and maximum obligations on long-term non-cancellable operating lease payable as per the rentals stated in respective agreement are as follows:

b. WTG's Assets given on lease (Windmills):

The Company has let out some of its Windmills on operating lease. The lease charges are on the basis of net electricity generated and delivered. The said lease is non-cancellable during the primary lease period i.e. for the first five years and extendable for another five years unless any of the party decides to discontinue the same and the details of the same areas under:

4. Capitalization of expenditure

During the year, the Company has capitalized the following expenses of revenue nature in connection with the self-manufactured assets Consequently, expenses disclosed under the respective notes are net of amounts capitalized by the Company.

5. Segment information

As permitted by paragraph 4 of Accounting Standard-17 (AS-17), 'Segment Reporting', if a single financial report contains both consolidated financial statements and the separate financial statements of the parent, segment information need be presented only on the basis of the consolidated financial statements. Thus, disclosures required by AS-17 are given in consolidated financial statements.

6. Related party disclosures

As per Accounting Standard -18 (AS-18) - 'Related Party Disclosure', as notified by the Rules, the disclosures of transactions with the related parties as defined in the accounting standard are given below:

*Liquidated in current year.

**In liquidation as on March 31, 2012

*** De-merged and merged (refer note 3 for Scheme of Arrangement and Restructuring for Merger and De-merger.) #Merged with Suzlon Energy GmbH

b. Other related parties with whom transactions have taken place during the year:

I. Associate:

ZF Wind Power Antwerp NV (earlier Hansen Transmission International NV) (ceased to be an associate w.e.f. October 1,2011)

ii. Entities where key management personnel ('KMP')/relatives of key management personnel ('RKMP') have significant in fluence:

Sarjan Realities Limited, Synefra Engineering & Construction Limited, Shubh Realities (South) Private Limited, Tanti Holdings Private Limited, Suzlon Foundation, Girish R.Tanti (HUF), Suruchi Holdings Private Limited, Sugati Holdings Private Limited, Synew Steel Limited, Salene Power Infrastructure Limited,

iii. Key management personnel of Suzlon Energy Limited:

Tulsi R.Tanti,Vinod R.Tanti*

iv. Relatives of key management personnel of Suzlon Energy Limited:

Jitendra R.Tanti, Nidhi T.Tanti, Girish R.Tanti**

v. Employee funds:

Suzlon Energy Limited-Superannuation Fund.

Suzlon Energy Limited - Employees Group Gratuity Scheme.

* Appointed as whole time director w.e.f November 01, 2010. Transactions entered into before such appointment have been disclosed As transactions with the relatives of KMP.

** Resigned as whole time director and continues to be a non-executive director w.e.f. July 30, 2011. Transactions entered into after July 30, 2011 have been disclosed as transactions with the relatives of KMP* Resigned as whole time director and continued as non-executive Director w.e.f. July 30,2011

Note: The Company has given various letter of supports, which otherwise is not a guarantee, towards financing operations of its overseas subsidiaries and maintaining their financial creditworthiness, as and when required during the last fiscal year; the amount of which are not determinable as at Balance Sheet date.

7. Contingent liabilities March 31, 2012 March 31, 2011

Guarantees given on behalf of subsidiaries in respect of loans granted to them 3,259.08 3,302.75 by banks/financial institutions

Premium on redemption of convertible bonds (refer note 7(II)) - 579.21

Claims against the Company not acknowledged as debts* - 41.95

Income tax matters pending in appeal** 41.70 21.96

Others 5.79 3.84

* includes claims raised on the Company by vendors of goods, which have not been accepted by the Company as liabilities.

** includes demand from income-tax authorities for various matters. The Company / tax department has preferred appeals on these matters and the same are pending with various appellate authorities. Considering the facts of the matters, no provision is considered necessary by management.

8. Deferral of exchange differences

The Company has, consequent to the notification issued by the Ministry of Corporate Affairs on December 29, 2011 giving an option to the companies to mortise the exchange differences pertaining to long term foreign currency monetary items up to March 31, 2020 (from March 31, 2012 earlier), adopted the said option given under paragraph 46 of Accounting Standard 11. Accordingly, the Group has revised the amortization period for such items to the maturity of the long term foreign currency monetary items (all before March 31,2020).

Net foreign exchange gains aggregating Rs 217.69 Crore (gain of Rs 136.90 Crore) on long term foreign currency monetary items has been adjusted in the foreign currency monetary item translation difference account during the year. Further, foreign exchange loss aggregating Rs91.62 Crore (gain of Rs 3.50 Crore) have been amortized during the year.

9. Figures in the bracket sare in respect of the previous year.

Mar 31, 2011

1. Exceptional Items

The details of exceptional items aggregating to Rs 37.28 crore (Rs 439.02 crore) are as below:

(a) Loss on account of amortization of foreign exchange losses on all convertible bonds aggregating Rs Nil (Rs 162.34 crore) which includes Rs Nil (Rs 120.06 crore) being losses on Phase I bonds and Phase II bonds cancelled due to buy back and exchange.

(b) (Gain)/loss on restructuring and refinancing of financial facilities aggregating Rs 37.28 crore (gain of Rs 248.76 crore) pertaining primarily to net gains arising from the buy-back and exchange of Phase I and Phase II bonds after offsetting various costs incurred in connection with the buy-back and exchange including consent fees, expenses of merchant bankers, etc.

(c) Diminution, other than temporary, of the value of investments in certain subsidiaries aggregating Rs Nil crore (Rs 525.44 crore).

2. During the year the Company has recognised deferred tax asset of Rs 55.64 crore on its brought forward losses of Suzlon Energy Limited. The Company believes that the recognition of deferred tax asset satisfies 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).

3. Foreign Currency Convertible Bonds

(a) Initial terms of issue

On June 11, 2007 the Company made an issue of zero coupon convertible bonds aggregating USD 300 million (Rs 1,223.70 crore) [Phase I bonds]. Further, on October 10, 2007, the Company made an additional issue of zero coupon convertible bonds aggregating USD 200 million (Rs 786.20 crore) [Phase II bonds] and on July 24, 2009, the company made an additional issue of zero coupon convertible bonds aggregating USD 93.87 million (Rs 452.64 crore) at an issue price of 104.30% of the principal amount of USD 90.00 million.

(b) Restructuring of Phase I and Phase II bonds

i. During the year 2009-10 , the Company restructured Phase I and Phase II Zero Coupon Convertible Bonds with an approval of the Reserve Bank of India ('RBI') wherein the bondholders were offered the following options as part of the restructuring;

- Buyback of bonds @ 54.55% of the face value of US $ 1000 per bond.

- Issue of new bonds ('Phase I New Bonds' in case of Phase I Bonds and 'Phase II New Bonds' in case of Phase II Bonds) in place of old bonds at a fixed ratio of 3:5 (60 cents to dollar) bearing a coupon of 7.5 per cent per annum, payable semi-annually. Unless previously redeemed, converted or purchased and cancelled, the Company will redeem each Phase I New Bond at 150.24 per cent of its principal amount and each Phase II New Bond at 157.72 per cent of its principal amount on the relevant Maturity Date. The conversion price is set at Rs 76.68 per share. These bonds do not have any financial covenants and are of the same maturity as the old bonds.

- Consent fee of USD15 Million to be paid across both the series, for those bondholders who consent to the relaxation of covenants.

ii. On April 29, 2010, the Company convened meetings of Bondholders of each of the series, who approved the respective resolutions proposed to them. Accordingly post receipt of regulatory approvals, the Company changed the conversion price of the Phase I bonds from Rs.359.68 per equity share to Rs.97.26 per equity share and for Phase II bonds from Rs.371.55 to Rs.97.26 per equity share, subject to adjustments in accordance with terms and conditions of the bonds. The floor price for Phase I and Phase II bonds has been revised to Rs.74.025 per equity share. The fixed exchange rate was changed to 1USD=Rs 44.60 from 1USD=Rs 40.83 for Phase I bonds and 1USD=Rs 39.87 for Phase II bonds. The Company has incurred Rs.37.28 crore towards consent fee to bondholders and other cost and disclosed under exceptional items for the year ended March 31, 2011.

(c) Redemption Premium:

The Phase I, Phase II, Phase I New, Phase II New, and Phase III bonds are redeemable subject to satisfaction of certain conditions mentioned in the offering circular and hence have been designated as monetary liability.

In the opinion of the management, the likelihood of redemption of these bonds cannot presently be ascertained. Accordingly no provision for any liability has been made in the financial statements and hence the proportionate premium has been shown as a contingent liability. The Company has adequate securities premium to absorb the proportionate premium on redemption as at March 31,2011.

4. The Company is in the process of seeking the required statutory and regulatory approvals, for implementing a Scheme of Arrangement and Restructuring (SOA). The following are the salient features of the SOA:

I. De-merger and consequent transfer of (a) Power Generation Division of Suzlon Towers And Structures Limited ('STSL') a wholly owned subsidiary (WOS) of the Company to Suzlon Engitech Limited another wholly owned subsidiary (WOS) of the Company and (b) Project Execution Division of Suzlon Infrastructure Services Limited ('SISL') a wholly owned subsidiary (WOS) of the Company to Suzlon Gujarat Wind Park Limited another wholly owned subsidiary (WOS) of the Company.

II. Amalgamation of STSL and SISL with the Company after giving effect to the above-mentioned de-merger and consequent transfer of their respective division.

The 'Appointed Date' fixed for this purpose is April 1, 2010. This SOA is subject to sanctions u/s 391 and 394 of the Companies Act, 1956 by the respective Honourable High Courts. Since the SOA is yet to be implemented, the financial statement does not contain any effect on account of this SOA

5. Suzlon Energy Limited ('SEL' or 'the Company') along with its 10 Indian subsidiaries, collectively referred as "Suzlon Entities" executed a debt consolidation and refinancing arrangement (the 'Arrangement') on February 5, 2010 with a consortium comprising of various banks and financial institutions ('Consortium') lead by the State Bank of India as the Facility Agent and SBI Cap Trustee Company Limited as the Security Trustee.

The entities covered includes Suzlon Energy Limited ('SEL'), Suzlon Towers and Structures Limited ('STSL'), Suzlon Infrastructure Services Limited ('SISL'), Suzlon Structures Limited ('SSL'), Suzlon Power Infrastructure Limited ('SPIL'), Suzlon Generators Limited ('SGL'), Suzlon Gujarat Wind Park Limited ('SGWPL'), SE Electricals Limited ('SEEL'), Suzlon Wind International Limited ('SWIL'), SE Composites Limited ('SECL'), Suzlon Engitech Limited ('SENL') (hereinafter collectively referred to as the 'Suzlon Entities' or individually as the 'Borrower').

The details of security for the secured loans are as follows:

(i) Term loans from banks and financial institutions of Rs 3,214.59 crore (Rs. 2,373.37 crore) and working capital facilities from banks and financial institutions of Rs 1,175.51 crore (Rs. 1,508.38 crore) availed under debt consolidation and refinancing arrangement are secured by first charge on all present and future tangible/intangible movable assets of each of the Borrowers, first charge on all present and future immovable assets (excluding the identified properties) of each of the Borrowers, first charge on all present and future chargeable current assets of each of the Borrowers, first charge over Trust and Retention Account ("TRA") accounts of the Borrower, pledge of equity shares held by SEL in its 10 Indian subsidiaries forming part of the Suzlon Entities, pledge on equity shares of certain overseas subsidiaries held by step down overseas subsidiaries of SEL including Repower Systems AG ("REPower"), pledge of certain equity shares of SEL held by it's promoters, guarantee of overseas subsidiary, personal guarantee of the managing director of SEL and limited personal guarantee of director of SSL.

(ii) Term loan from others of Rs. 5.64 crore is secured by specific FD against it.

6. Other Notes

(a) On July 12, 2010, the Company raised Rs 1,188.39 crore pursuant to a Rights Issue. The Company allotted 188,633,322 equity shares of Rs 2 each at a premium of Rs 61 per equity share on a 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. The primary objective of the rights issue was to discharge certain existing loans availed by the Company from its promoters. Consequently, loans of Rs 1,175.00 crore along with accrued interest of Rs 12.38 crore were discharged by conversion into equity shares of the Company.

(b) On receipt of shareholders' approval by way of Postal Ballot, on November 16, 2010, the Company issued and allotted 31,992,582 equity shares of Rs 2 each at a price of Rs 60 per share on preferential basis to 'IDFC Trustee Company Ltd. A/c IDFC Infrastructure Fund 3 A/c IDFC Private Equity Fund III' (IDFC PE) as a consideration for acquisition of 41,254,125 equity shares of Rs 10 each in SE Forge Limited (SEFL), a subsidiary of the Company. Consequent to acquisition of IDFC PE's stake in SEFL, SEFL became a wholly owned subsidiary of the Company.

(c) On April 12, 2011, the Company has made an issue of 5% Foreign Currency Convertible Bonds due 2016 for a total amount of USD 175.00 million (Rs.776.83 crores). The initial conversion price is set at Rs.54.01 per share and the same is subject to adjustments in certain circumstances.

(d) Net foreign exchange gains aggregating Rs 136.90 crore (gain Rs 62.88 crore) on long term foreign currency monetary items have been adjusted in the foreign currency monetary item translation difference account during the year. Further, foreign exchange gains aggregating Rs 3.50 crore (Rs 202.99 crore) have been amortised during the year.

(e) Creditors include acceptances of Rs 448.75 crore (Rs 454.58 crore).

(f) Expenditure amounting to Rs 2.89 crore (Rs 1.42 crore) and Rs 1.58 crore (Rs 1.56 crore) pertaining to employee remuneration and benefits; and operating and other expenditure respectively, being expenditure incurred in connection with the construction of certain self manufactured assets have been deducted from the respective expenditure heads and have been capitalised under appropriate asset heads.

(g) The Company incurs expenditure on development of infrastructure facilities for power evacuation arrangements as per authorization of the state electricity boards (SEB)/nodal agencies. In certain cases the expenditure is reimbursed, on agreed terms, by the SEB/nodal agencies and in certain other cases the Company recovers it from the customers. Where the expenditure is reimbursed by the SEB/nodal agency, the cost incurred is reduced by the reimbursements received and the net amount is charged to profit and loss account. Where an arrangement is entered into with customers for power evacuation charges, the proportionate direct cost computed on per mega watt basis is netted off from the amount charged to customers and the net deficit/(surplus) is charged / credited to profit and loss account. The deficit/surplus from infrastructure development across all SEBs / nodal agencies is shown under "infrastructure development expenses" or "other income" as the case may be. Indirect expenses not directly relatable to power evacuation are charged to the respective account heads in profit and loss account.

7. Operating leases

(a) Premises

The Company has taken certain premises under cancellable operating leases. The total rental expense under cancellable operating leases during the period was Rs 8.65 crore (Rs 11.74 crore). The Company has also taken furnished/unfurnished offices and certain other premises under non-cancellable operating lease agreement. The lease rental charge during the year is Rs 1.27 crore (Rs 8.15 crore) and maximum obligations on longÃterm non-cancellable operating lease payable as per the rentals stated in respective agreement are as follows:

(b) WTG's

The Company has taken WTGs on non-cancellable operating lease, chargeable on per unit basis of net electricity generated and delivered. The lease amount would be determined in the future on the number of units generated. Lease rental expense for the period is Rs 2.50 crore (Rs 2.45 crore).

Sublease rental income recognised in the statement of profit and loss account for the period is Rs 2.41 crore (Rs 2.45 crore).

8. Post employment benefits

The Company has a defined benefit gratuity plan. Every employee who has completed five or more years of service is eligible for gratuity. Gratuity is computed based on 15 days salary based on last drawn salary for each completed year of service. The scheme is funded with an insurance company in the form of a qualifying insurance policy.

The estimated future salary increase considered in actuarial valuation, takes into account the effect of inflation, seniority, promotion and other relevant factors such as supply and demand in the employment market. The overall expected rate of return on plan assets is determined based on the market prices prevailing as on balance sheet date, applicable to the period over which the obligation is to be settled.

9. Provisions

The provision for performance guarantee ('PG') represents the expected outflow of resources against claims for performance shortfall expected in future over the life of the guarantee assured. The period of performance guarantee varies for each customer according to the terms of contract. The key assumptions in arriving at the performance guarantee provisions are wind velocity, plant load factor, grid availability, load shedding, historical data, wind variation factor etc.

The provision for operation, maintenance and warranty ('O&M')represents the expected liability on account of field failure of parts of WTG and expected expenditure of servicing the WTGs over the period of free operation, maintenance and warranty, which varies according to the terms of each sales order.

Provision for liquidated damages ('LD') represents the expected claims which the Company may need to pay for non fulfilment of certain commitments as per the terms of the sales order. These are determined on a case to case basis considering the dynamics of each sales order and the factors relevant to that sale.

10. (a) Contingent liabilities

Particulars As at March 31,

2011 2010

Guarantees given on behalf of subsidiaries in respect of loans 3,302.75 2,371.67 granted to them by banks/financial institutions

Premium on redemption of convertible bonds 579.21 377.22

Claims against the Company not acknowledged as debts* 41.95 42.24

Income tax matters pending in appeal 21.96 12.71

Others 3.84 2.79

*Claims against the company not acknowledged as debts include claims raised on the company by vendors of goods, which have not been accepted by the company as liabilities.

The Company is a co-guarantor towards loan granted to its subsidiaries.

11. Related party disclosure

As per Accounting Standard - 18 (AS 18) - 'Related Party Disclosure', as notified by the Rules, the disclosures of transactions with the related parties as defined in the accounting standard are given below:

a. List of related parties and nature of relationships where control exists

Name of the party I Nature of relationship

AE Rotor Holding B.V. Subsidiary company

Age Parque Eolico El Almendro S.L Subsidiary company

Cannon Ball Wind Energy Park-1, LLC Subsidiary company

PowerBlades GmbH Subsidiary company

PowerBlades SA Subsidiary company

Rep Ventures Portugal S.A. Subsidiary company

REpower Australia Pty Ltd. Subsidiary company

REpower Benelux b.v.b.a. Subsidiary company

REpower Betriebs - und Beteiligungs GmbH Subsidiary company

REpower Systems Inc. (Canada) Subsidiary company

REpower Diekat S.A. Subsidiary company

REpower Espana S.L. Subsidiary company

REpower Geothermie GmbH Subsidiary company

REpower Investitions - und Projektierungs GmbH & Co. KG Subsidiary company

REpower Italia s.r.l Subsidiary company

REpower North (China) Ltd. Subsidiary company

REpower Portugal - Sistemas Eolicos, S.A. Subsidiary company

REpower Systems GmbH (earlier known as Einundzwanzigste Subsidiary company

Vittorio Verwaltungs GmbH)

REpower Systems Polska Sp.zo.o Subsidiary company

REpower S.A.S. Subsidiary company

REpower Systems Scandinavia AB Subsidiary company

REpower Systems AG Subsidiary company

REpower UK Ltd. Subsidiary company

REpower USA Corp. Subsidiary company

REpower Wind Systems Trading (China) Ltd. Subsidiary company

REpower Windpark Betriebs GmbH Subsidiary company

RETC Renewable Energy Technology Centre Subsidiary company

RPW Investments SGPS,SA Subsidiary company

Renewable Energy Contractors Australia Pty Ltd Subsidiary company

RiaBlades S.A. Subsidiary company

SE Composites Limited Subsidiary company

SE Drive Technik GmbH Subsidiary company

SE Electricals Limited Subsidiary company

SE Forge Limited Subsidiary company

SE Solar Limited Subsidiary company

SISL Green Infra Limited Subsidiary company

Sure Power LLC Subsidiary company

Suzlon Blade Technology B.V. Subsidiary company

Suzlon Energia Elocia do Brazil Ltda Subsidiary company

Suzlon Energy (Tianjin) Limited Subsidiary company

Suzlon Energy A/S Subsidiary company

Suzlon Energy Australia Pty. Ltd. Subsidiary company

Suzlon Energy Australia RWFD Pty Ltd Subsidiary company

Suzlon Energy Australia CYMWFD Pty Ltd Subsidiary company

Suzlon Energy B.V. Subsidiary company

Suzlon Energy GmbH Subsidiary company

Suzlon Energy Korea Co., Ltd. Subsidiary company

Suzlon Energy Limited, Mauritius Subsidiary company

Suzlon Engitech Limited Subsidiary company

Suzlon Generators Limited Subsidiary company

Suzlon Gujarat Wind Park Limited Subsidiary company

Suzlon Infrastructure Services Limited Subsidiary company

Suzlon North Asia Ltd Subsidiary company

Suzlon Power Infrastructure Limited Subsidiary company

Suzlon Rotor Corporation Subsidiary company

Suzlon Structures Limited Subsidiary company

Suzlon Towers and Structures Limited Subsidiary company

Suzlon Wind Energy A/S Subsidiary company

Suzlon Wind Energy BH Subsidiary company

Suzlon Wind Energy Bulgaria EOOD Subsidiary company

Suzlon Wind Energy Corporation Subsidiary company

Suzlon Wind Energy Equipment Trading (Shanghai) Co., Ltd. Subsidiary company

Suzlon Wind Energy Espana, S.L Subsidiary company

Suzlon Wind Energy Italy s.r.l. Subsidiary company

Suzlon Wind Energy Limited Subsidiary company

Suzlon Wind Energy Nicaragua Sociedad Anonima Subsidiary company

Suzlon Wind Energy Portugal Energia Elocia Unipessoal Lda Subsidiary company

Suzlon Wind Energy Romania SRL Subsidiary company

Suzlon Wind Enerji Sanayi Ve Ticaret Limited Sirketi Subsidiary company

Suzlon Wind Energy South Africa (PTY) Ltd Subsidiary company

Suzlon Windenergie GmbH Subsidiary company

Suzlon Wind International Limited Subsidiary company

Suzlon Windpark Management GmbH Subsidiary company

Tarilo Holding B.V. Subsidiary company

Valum Holding B.V. Subsidiary company

Ventipower S.A. Subsidiary company

WEL Windenergie Logistik GmbH Subsidiary company

Windpark Blockland GmbH & Co KG Subsidiary company

Windpark Olsdorf Watt Gmbh & Co. KG Subsidiary company

b. Other related parties with transactions have taken place during the year:

(I) Associates:

Hansen Transmission International NV

(ii) Entities where key management personnel ('KMP') / relatives of key management personnel ('RKMP') have significant influence:

Sarjan Realities Limited, Synefra Engineering & Construction Limited, Tanti Holdings Private Limited, Suzlon Foundation, Girish R. Tanti (HUF), Sanman Holdings Private Limited, SE Energy Park Limited, Suruchi Holdings Private Limited, Sugati Holdings Private Limited, Synew Steel Limited, Salene Power Infrastructure Limited (formerly known as Sarjan Infrastructure Finance Limited)

(iii) Key management personnel of Suzlon Energy Limited:

Tulsi R. Tanti, Girish R. Tanti, Vinod R. Tanti *

(iv) Relatives of key management personnel of Suzlon Energy Limited:

Jitendra R. Tanti, Nidhi T. Tanti

(v) Employee funds:

Suzlon Energy Limited Ã Superannuation Fund.

Suzlon Energy Limited Ã Employees Group Gratuity Scheme.

* He is RKMP till October 31, 2010 and appointed as a whole-time director of the company with effect from 1st November 2010.

12. Additional information pursuant to the provisions of paragraphs 3, 4B, 4C, 4D of part II of schedule VI of the Companies Act, 1956.

b. Licensed and installed capacities and production

Licensed capacity - The products manufactured and sold by the Company i.e., WTG's and components have not been included in the list of mandatory items, which require a license under the New Industrial Policy in terms of Notification no. S.O.477 (E) dated 25th July, 1991; and hence, licensing requirements are not applicable to the products manufactured by the Company.

Installed capacity - The installed capacities are not precisely ascertainable, given the nature of operations, changes in product mix and utilisation of manufacturing facilities and hence, have not been disclosed.

13. Segment reporting

As permitted by paragraph 4 of Accounting Standard-17 (AS - 17), 'Segment Reporting', if a single financial report contains both consolidated financial statements and the separate financial statements of the parent, segment information need be presented only on the basis of the consolidated financial statements. Thus, disclosures required by AS 17 are given in consolidated financial statements.

14. Prior year amounts have been reclassified wherever necessary to conform with current year presentation. Figures in the brackets are in respect of the previous year.

Mar 31, 2010

Nature of operations

Suzlon Energy Limited (SEL or Suzlon or the Company) is engaged in the manufacture of wind turbine generators (WTGs) of various capacities and its components.

1. Employee Stock Option Scheme

The Company has provided various Employee Stock Option Schemes to its employees. During the year ended March 31, 2010, the following schemes were operational:

The weighted average share price during the year ended March 31, 2010 was approximately Rs. 87.83 (Rs. 89.65) per share.

Fair value of options

The Company applies intrinsic value- based method of accounting for determining compensation cost for Scheme I, Scheme II, Scheme III and Scheme IV. Following are the details of the amounts charged to the profit and loss account, rate per option, and cost per option calculated based on Black-Scholes Model.

If the Cost per option was calculated based on the Black-Scholes model, the loss after tax would have been higher by Rs. 18.15 crore (Rs. 1.55 crore).

Consequently the basic and diluted earnings/(loss) per share after factoring the above impact would be as follows:

2. Post employment benefits

The Company has a defined benefit gratuity plan. Every employee who has completed five or more years of service is eligible for gratuity. Gratuity is computed based on 15 days salary, based on last drawn salary for each completed year of service. The scheme is funded with an insurance company in the form of a qualifying insurance policy.

* The contribution made by the employer during the year was Rs. 2.01 crore (Rs. 2.48 crore), of which Rs. 2.01 crore (Rs. 2.36 crore) was paid towards approved fund and Nil (Rs. 0.12 crore) was towards OYRGTA premium. The Company expects to contribute Rs. 2.01 crore (Rs. 2.36 crore) to its defined benefit gratuity plan in 2010-11. The actual return on plan assets during the year was Rs. 0.61 crore (Rs. 0.28 crore).

The estimated future salary increase considered in actuarial valuation, takes into account the effect of inflation, seniority, promotion and other relevant factors such as supply and demand in the employment market. The overall expected rate of return on plan assets is determined based on the market prices prevailing as on balance sheet date, applicable to the period over which the obligation is to be settled.

3. Other notes

a) Global Depository Receipts (GDRs) issued during the year

On July 24, 2009, the Company raised USD 108.04 million (Rs. 522.97 crore) through issuance of 14,600,000 GDRs representing 58,400,000 equity shares of Rs. 2 each at a price of Rs. 89.55 per equity share of Rs. 2 each. The issue price of each GDR is USD 7.40 and the GDRs are listed on the Luxembourg Stock Exchange and were admitted for trading on London Stock Exchange. The holders of GDR do not have voting rights with respect to the shares represented by the GDRs, but are entitled to dividends on those shares. The Company has incurred Rs. 11.07 crore during the year on account of issue expenses towards the issue of Global Depository Receipts which have been adjusted against Securities Premium.

b) Debt Consolidation and Refinancing Arrangement

Suzlon Energy Limited along with some of its Indian subsidiaries, collectively referred as "Suzlon Entities" have executed a Debt Consolidation and Refinancing Arrangement (the Arrangement) on February 5, 2010, with a consortium comprising of various banks and financial institutions ("Consortium") lead by the State Bank of India as the Facility Agent and SBI Cap Trustee Company Limited as the Security Trustee.

As per the Arrangement, the Consortium has sanctioned a consolidated loan amount and based on business requirements, SEL has drawn down various facilities of rupee term loans, fund based working capital facilities and non-fund based working capital facilities. The Arrangement also covers the earlier sanctioned loans/debentures, which have either been continued or converted into a new loan facility, as the case may be.

The Company has incurred an amount of approximately Rs. 119.55 crore, as consultancy and processing charges in regard to the Arrangement, the cost of which will be amortised over the tenure of respective facilities.

c) Creditors include acceptances of Rs. 454.58 crore (Rs. 406.37 crore).

d) Expenditure amounting to Rs. 1.42 crore (Rs. 3.61 crore) and Rs. 1.56 crore (Rs. 6.22 crore) pertaining to employee remuneration and benefits; and operating and other expenditure respectively, being expenditure incurred in connection with the construction of certain self manufactured assets have been deducted from the respective expenditure heads and have been capitalised under appropriate asset heads.

e) The Company incurs expenditure on development of infrastructure facilities for power evacuation arrangements as per authorization of the state electricity boards (SEB)/nodal agencies. In certain cases, the expenditure is reimbursed, on agreed terms, by the SEB/nodal agencies and in certain other cases, the Company recovers it from the customers. Where the expenditure is reimbursed by the SEB/nodal agency, the cost incurred is reduced by the reimbursements received and the net amount is charged to profit and loss account. Where an arrangement is entered into with customers for power evacuation charges, the proportionate direct cost computed on per mega watt basis is netted off from the amount charged to customers and the net deficit/(surplus) is charged / credited to profit and loss account. The deficit/surplus from infrastructure development across all SEBs / nodal agencies is shown under "infrastructure development expenses" or "other income" as the case may be. Indirect expenses not directly relatable to power evacuation are charged to the respective account heads in profit and loss account.

f) Net foreign exchange gains aggregating Rs. 62.88 crore (losses Rs. 531.28 crore) on long-term foreign currency monetary items have been adjusted in the foreign currency monetary item translation difference account during the year. Further, foreign exchange losses aggregating Rs. 202.99 crore (Rs. 132.02 crore) have been amortised during the year.

The Directors are covered under the Companys scheme for gratuity along with the other employees of the Company. The proportionate amount of gratuity attributable to directors is not ascertainable, and therefore, not included above.In view of the losses made during the year, the managerial remuneration paid is in excess of the limits specified in Section II of Part II of Schedule XIII to the Companies Act, 1956. The Company is in the process of making an application to the Central Government for necessary approval u/s 198 of the Companies Act, 1956, after obtaining re-approval of the shareholders.

*Claims against the Company not acknowledged as debts include claims raised on the Company by vendors of goods, which have not been accepted by the Company as liabilities.

The Company is a co-guarantor towards loan granted to its subsidiaries

b. Licensed and installed capacities and production

Licensed capacity - The products manufactured and sold by the Company, i.e., WTGs and components have not been included in the list of mandatory items, which require a license under the New Industrial Policy in terms of Notification No. S.O.477 (E) dated 25th July, 1991; and hence, licensing requirements are not applicable to the products manufactured by the Company.

Installed capacity - The installed capacities are not precisely ascertainable, given the nature of operations, changes in product mix and utilisation of manufacturing facilities and hence, have not been disclosed.

4. Related party disclosures

As per Accounting Standard - 18 (AS 18) Ã Related Party Disclosures, as notified by the Rules, the disclosures of transactions with the related parties as defined in the accounting standard are given below:

* During the year ended March 31, 2010, AE Rotor Holding B.V. a wholly owned subsidiary of the Company sold 35.22% of equity stake in Hansen Transmissions International NV ("Hansen") on November 24, 2009. Consequently, the holding of the Company along with its wholly owned subsidiary, in Hansen has reduced to 26.06% and the status of Hansen has changed from a subsidiary to an associate. Accordingly for the purpose of the reporting related party disclosures, Hansen and its subsidiaries have been treated as subsidiaries till November 2009 and from December 2009 onwards only Hansen (excluding its subsidiaries) has been considered and disclosed as an "associate" for related party disclosures pursuant to provisions of Accounting Standard 18 Ã Related Party Disclosures.

b. Other related parties with whom transactions have taken place during the year

i) Entities where key management personnel (KMP)/relatives of key management personnel (RKMP) have significant influence Ã

Sarjan Realities Limited, Synefra Engineering & Construction Limited (Formerly Suzlon Infrastructure Limited), Shubh Realty (South) Private Limited, Tanti Holdings Private Limited (Formerly Tanti Holdings Limited), Suzlon Foundation, Girish R. Tanti (HUF), Sanman Holdings Private Limited, SE Energy Park Limited,

ii) Key management personnel of Suzlon Energy Limited Tulsi R. Tanti, Girish R. Tanti

iii) Relatives of key management personnel of Suzlon Energy Limited Vinod R. Tanti, Jitendra R. Tanti

iv) Employee funds

Suzlon Energy Limited Ã Superannuation Fund

Suzlon Energy Limited Ã Employees Group Gratuity Scheme.

- amount below Rs. 0.01 crore

- Reimbursement of expenses relates to amount payable to subsidiaries on account of guarantee and warranty obligations arising out of WTG sale

Note: Certain subsidiaries and group companies have been allowed to make free of charge use of SAP software and office premises owned by the Company.

a. All the above balances of loans are excluding accrued interest aggregating Rs. 192.23 crore (Rs. 2.88 crore) and are payable on demand/as per agreement.

b. No loans have been granted by the Company to any person for the purpose of investing in the shares of Suzlon Energy Limited or any of its subsidiaries.

c. Loans and advances to companies under the same management, as per the provisions of Section 370 (1B) of the Companies Act, 1956.

5. Segment reporting

As permitted by paragraph 4 of Accounting Standard-17 (AS - 17), Segment Reporting, if a single financial report contains both consolidated financial statements and the separate financial statements of the parent, segment information need be presented only on the basis of the consolidated financial statements. Thus, disclosures required by AS 17 are given in consolidated financial statements.

6. Prior year amounts have been reclassified wherever necessary to conform with current year presentation. Figures in the brackets are in respect of the previous year.

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