70072532667
70072532667
70072532667
Dear Sirs,
Sub.: Annual Report for the Financial Year 2020-21 along with the Notice convening the Twenty Sixth
Annual General Meeting.
Ref.: Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015.
Enclosed please find the copy of the Annual Report of the Company for the financial year 2020-21 along with
the copy of the Notice convening the Twenty Sixth Annual General Meeting (the “AGM” or the “Meeting”) of
the Company on Friday, 24th September 2021 at 11.00 a.m. (IST) through Video Conferencing / Other Audio
Visual Means (“VC / OAVM”) in compliance with the Companies Act, 2013 read with Circular No.02/2021
dated 13th January 2021, Circular No.14/2020 dated 8th April 2020, Circular No.17/2020 dated 13th April 2020
and Circular No.20/2020 dated 5th May 2020 issued by the Ministry of Corporate Affairs (“MCA Circulars”)
and Circular No.SEBI/HO/CFD/CMD2/CIR/P/2021/11 dated 15th January 2021 read with Circular
No.SEBI/HO/CFD/CMD1/CIR/P/2020/79 dated 12th May 2020 issued by the Securities and Exchange Board of
India (“SEBI Circulars”) (collectively, the “Circulars”) to transact the business as set out in the Notice of the
AGM dated 29th June 2021 (the “AGM Notice”). The Company has appointed KFin Technologies Private
Limited, Selenium, Tower B, Plot 31 & 32, Financial District, Nanakramguda, Serilingampally Mandal,
Hyderabad-500032, Telangana, India, Email: einward.ris@kfintech.com; Toll Free No.1800-309-4001, the
Company’s Registrar and Share Transfer Agents (“KFin” or the “RTA”), to provide the facility for voting
through remote e-voting, participating the Meeting through the VC / OAVM and e-voting during the Meeting.
The Company has on 27th August 2021 completed despatch of the AGM Notice along with the Annual Report
by email to all its shareholders who have registered their email addresses with the Company / RTA or
depository / depository participants. In compliance with the requirements of the Circulars, hard copy of the same
is not being sent to the shareholders.
The Annual Report along with the AGM Notice is also available on the website of the Company
(www.suzlon.com) as also on KFin’s web link (https://evoting.kfintech.com).
The procedure for registering email address, remote e-voting, attending the Meeting through VC / OAVM, and
e-voting during the Meeting is given below:
A. Instructions for shareholders who have not registered their email address:
i. The shareholders who have not registered their email address or registered an incorrect email address,
thereby not being in receipt of the Annual Report, AGM Notice and e-voting instructions, may
temporarily get their email address and mobile number updated with RTA by accessing link
https://ris.kfintech.com/clientservices/mobilereg/mobileemailreg.aspx.
ii. Members are requested to follow the process, as guided, to capture the email address and mobile
number for receiving the soft copy of the Annual Report, AGM Notice and e-voting instructions along
with the User ID and Password. In case of any queries, members may write to
einward.ris@kfintech.com.
iii. Alternatively, members may send an e-mail request at the email id einward.ris@kfintech.com along
with scanned copy of the duly signed request letter, providing their email address, mobile number, self-
attested PAN copy and Client Master copy in case of electronic folio and copy of share certificate in
case of physical folio for sending the Annual Report, AGM Notice and e-voting instructions.
iv. It is clarified that for permanent registration of the email address, the shareholders are requested to
register their email address, in respect of electronic holdings with the Depository by contacting their
respective Depository Participants and in respect of physical holdings with the RTA, by sending an
email to einward.ris@kfintech.com or by logging into https://ris.kfintech.com/email_registration/.
In compliance with Section 108 of the Companies Act, 2013 read with Rules made thereunder and Regulation
44 of the Listing Regulations, the Company has availed the services of KFin for providing facility of electronic
voting system from a place other than the venue of the AGM (“remote e-voting”) to the shareholders of the
Company. The following information is being provided to the shareholders in respect of remote e-voting:
i. The shareholders may cast their votes on all resolutions set out in the AGM Notice using remote e-voting.
Remote e-voting is optional.
ii. The e-voting rights of the shareholders / beneficiary owners shall be reckoned on the equity shares held by
them as on Friday, 17th September 2021, being the cut-off date for the purpose. The shareholders of the
Company holding shares, either in dematerialised or in physical form, as on the cut-off date only shall be
entitled to avail the facility of remote e-voting as well as voting at the AGM.
iii. The remote e-voting period commences from Tuesday, 21st September 2021 (9.00 a.m. IST) till Thursday,
23rd September 2021 (5.00 p.m. IST). Voting beyond the said date and time shall not be allowed and the
remote e-voting facility shall be disabled by KFin.
iv. Any person, who acquires shares of the Company and becomes a member of the Company after the AGM
Notice is sent and is holding shares as on the cut-off date, i.e. Friday, 17th September 2021, may obtain the
User ID and password for exercising their right to vote by electronic means and attend the meeting through
VC / OAVM in the manner as mentioned below:
If the mobile number of the member is registered against Folio No. / DP ID Client ID, the member may
send SMS: MYEPWD<space>E-voting Event Number + Folio No. or MYEPWD<space>DP ID Client
ID to + 91 9212993399
Example for NSDL : MYEPWD<SPACE>IN12345612345678
Example for CDSL : MYEPWD<SPACE>1402345612345678
Example for Physical : MYEPWD<SPACE>60931234567890
If e-mail ID or mobile number of the member is registered against Folio No. / DP ID Client ID, then on
the homepage of https://evoting.kfintech.com, the member may click “Forgot password” and enter
Folio No. or DP ID Client ID and PAN to generate a password.
If email ID or mobile number of the member is not registered against Folio No. / DP ID Client ID, then
kindly refer to “Instructions for shareholders who have not registered their email address” given at
Point A above.
v. The facility for voting shall also be made available at the AGM and the shareholders who have not cast
their vote by remote e-voting shall be able to exercise their right to vote at the AGM. The shareholders who
have already cast their vote by remote e-voting prior to the AGM may also attend the AGM but shall not be
entitled to cast their vote again.
vi. The AGM Notice containing the procedure and instructions for e-voting and for attending AGM by VC /
OAVM is also displayed on the website of the Company (www.suzlon.com) and on KFin’s web link
(https://evoting.kfintech.com) and also available on the websites of the National Stock Exchange of India
Limited and the BSE Limited.
C. Instructions pertaining to attending the Meeting through VC / OAVM and for voting at the Meeting:
i. Members will be able to attend the Meeting through VC / OAVM platform provided by KFin.
Members may access the same at https://emeetings.kfintech.com/ by using the e-voting login
credentials provided in the email received from the Company / KFin.
ii. After logging in, click on the Video Conference tab and select the EVEN of the Company.
iii. Click on the video symbol and accept the meeting etiquettes to join the meeting. Please note that
members who do not have the user id and password for e-voting or have forgotten the same may
retrieve them by following the remote e-voting instructions mentioned above.
iv. Shareholders, holding shares as on the cut-off date, i.e. Friday, 17th September 2021 and who would
like to speak or express their views or ask questions during the Meeting may register themselves as
speakers at https://emeetings.kfintech.com and clicking on “Speaker Registration” or visit
https://emeetings.kfintech.com and click on the tab ‘Post Your Queries’ and post their queries / views
/questions in the window provided, by mentioning their name, demat account number / folio number,
email ID and mobile number during the period from Tuesday, 21 st September 2021 (9:00 a.m. IST) up
to Thursday, 23rd September 2021 (5.00 p.m. IST). The shareholders may also send their questions by
email to investors@suzlon.com. Those shareholders who have registered themselves as a speaker will
only be allowed to speak / express their views / ask questions during the Meeting.
v. The procedure for e-voting during the Meeting is same as the procedure for remote e-voting since the
Meeting is being held through VC / OAVM. The e-voting window shall be activated upon instructions
of the Chairman of the Meeting during the Meeting. E-voting during the Meeting is integrated with the
VC / OAVM platform and no separate login is required for the same. The detailed procedure for
remote e-voting, attending the Meeting through VC / OAVM and voting at the Meeting has been
provided in the AGM Notice.
Mr. Ravi Kapoor, Practicing Company Secretary, has been appointed as Scrutinizer to scrutinize the remote e-
voting process and e-voting at the Meeting in a fair and transparent manner.
In case of any queries / grievances pertaining to registering email address, attending the Meeting through VC /
OAVM, e-voting during the Meeting and remote e-voting, the members may refer to the Help & Frequently
Asked Questions (FAQs) and ‘AGM VC/OAVM’ User Manual available at the ‘download’ section of the
RTA’s web link: https://evoting.kfintech.com or Contact Mr. Ganesh Chandra Patro, Senior Manager, KFin
Technologies Private Limited, Selenium, Tower B, Plot 31 & 32, Financial District, Nanakramguda,
Serilingampally Mandal, Hyderabad-500032, Telangana, India, Email: einward.ris@kfintech.com; Toll Free
No.1-800-309-4001 for any further clarifications / technical assistance that may be required.
Thanking you,
Yours faithfully,
For Suzlon Energy Limited
Geetanjali S.Vaidya,
Company Secretary.
Encl.: As above.
FUTURE
FORWARD
A 26 YEAR
LEGACY
Established in 1995, Suzlon has consistently strived to provide affordable renewable
energy solutions and make the world a greener place. Its journey is driven by an
unyielding determination and a belief that led Suzlon, which began as a small and
innovative entrepreneurial venture with the vision of sustainable development, to
become a global enabler of climate change risk mitigation. The persistence of the Suzlon
family led to the provision of sustainable energy for industries and the creation of a better
world. Suzlon, since its inception, has been synonymous with green energy. Over the last
two decades, it has carved for itself, opportunities in the seemingly unyielding face of
challenges to achieve many milestones.
FUTURE FORWARD:
Suzlon is the pioneer and market
leader of wind energy in India. To
sustain this position in the future
one has to be innovative. We keep
an eye on the changing energy
landscape and adapt it for a better
future.
STATUTORY REPORTS
DIRECTORS’ REPORT AND ANNEXURE THERETO ....................................................................................24
24-86
MANAGEMENT DISCUSSION AND ANALYSIS REPORT............................................................................49
CORPORATE GOVERNANCE REPORT............................................................................................................61
BUSINESS RESPONSIBILITY REPORT ............................................................................................................79
FINANCIAL STATEMENTS
STANDALONE FINANCIAL STATEMENTS
87-200
INDEPENDENT AUDITOR'S REPORT ON FINANCIAL STATEMENTS ..........................................87
BALANCE SHEET.......................................................................................................................................94
STATEMENT OF PROFIT AND LOSS ....................................................................................................95
STATEMENT OF CHANGES IN EQUITY...............................................................................................96
STATEMENT OF CASH FLOW ................................................................................................................98
NOTES TO FINANCIAL STATEMENTS................................................................................................100
FORM AOC-1
[STATEMENT CONTAINING SALIENT FEATURES OF THE FINANCIAL
STATEMENTS OF SUBSIDIARIES / ASSOCIATE COMPANIES / JOINT VENTURES
AS PER COMPANIES ACT, 2013]..........................................................................................................140
CONSOLIDATED FINANCIAL STATEMENTS
INDEPENDENT AUDITOR'S REPORT ON CONSOLIDATED FINANCIAL STATEMENTS........142
CONSOLIDATED BALANCE SHEET.....................................................................................................147
STATEMENT OF CONSOLIDATED PROFIT AND LOSS..................................................................148
STATEMENT OF CHANGES IN EQUITY .............................................................................................150
STATEMENT OF CONSOLIDATED CASH FLOW...............................................................................151
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS ...............................................................153
NOTICE ....................................................................................................................................201
Mr. Marc Desaedeleer Mr. Per Hornung Pedersen Mr. Rakesh Sharma
(DIN: 00508623) (DIN: 07280323) (DIN: 06695734)
Non-Executive Non-Executive A nominee of State Bank of India
Independent Director Independent Director Non-Executive Director
STATUTORY AUDITOR
Deloitte Haskins & Sells LLP, Chartered Accountants, Firm Registration No.117366W/W-100018
706, ‘B’ Wing, 7th Floor, ICC Trade Tower, Senapati Bapat Road, Pune-411016, Maharashtra, India
BANKERS / INSTITUTIONS
Axis Bank Limited | Bank of Baroda | Bank of India | Bank of Maharashtra | Central Bank of India |
Corporation Bank (since merged with Union Bank of India) | Export Import Bank of India |
ICICI Bank Limited | IDBI Bank Limited | Indian Overseas Bank | Life Insurance Corporation of India |
Oriental Bank of Commerce (since merged with Punjab National Bank) | Power Finance Corporation
Limited | Punjab National Bank | State Bank of India | The Saraswat Co-operative Bank Limited |
Union Bank of India | Yes Bank Limited | Indian Renewable Energy Development Agency Limited
Wind turbine
generator
manufacturing unit in
Daman (U.T.), India
Mr. Per Hornung Pedersen Mr. Rakesh Sharma Mr. Sameer Shah
Independent Director Nominee Director Independent
Director
Tulsi R. Tanti
Chairman and
Managing Director,
Suzlon Group
which can cater to site specific wind turbines from Suzlon CSR
2.6 MW to 3 MW with varying hub-heights of 120 m,
140 m and 160 m. This is also a landmark product The Suzlon Foundation, the corporate social
series since it is an epitome of ‘Make in India’ and has development arm of Suzlon Group, continued to
over 90% of domestic content. catalyse the social development ecosystem through
its unique impact model ‘SUZTAIN’.
On the service side, at Suzlon Global Services Limited,
we rely heavily on technology for Operations and During FY 21, Suzlon conducted over 2,638 impactful
Maintenance (O&M) of wind turbines. We understand CSR activities and touched lives in 529 villages
that effective leveraging of technology is necessary reaching over 26,00,000 villagers and 10,00,000
for increasing the generation and life cycle of our households. Suzlon’s CSR activities focused on six
wind turbines. During the COVID-19 outbreak, Digital key areas - Environment, Empowerment, Health,
Applications, IT Systems and Communication Livelihood, Education and Civic Amenities. These
networks played a critical role in ensuring activities were undertaken after consulting the
uninterrupted functioning of our services business communities and collaborating with 84 institutions
and driving operational efficiencies, despite reduced that included Government, private and corporate
physical presence of engineers at turbine location. foundations.
Apart from setting up a digital organization for the The Future is Bright
service business with a decentralized monitoring,
reporting, maintenance and response mechanisms, With renewable energy increasingly becoming one
Suzlon services also launched more than eight of the lowest cost sources of power, it holds the key
value-added products for our turbines to enhance the to making all industry sectors more productive by
service quality and generation of our customers’ assets. reducing energy costs. As per a report by the
Council on Energy, Environment and Water (CEEW),
India can easily double the number of jobs through
the power sector by 2030, provided it follows an
ambitious decarbonization pathway. By 2050, India
can actually employ more than 3.2 million people in
the renewable energy sector. MSME’s, which
contribute around 24.63% of the GDP from service
activities and make up for 33.4% of India's
manufacturing output, will be the biggest
beneficiary of renewable energy. Presently, the
electricity cost borne by MSMEs make up to 50% of
their total expenses. Switching to a clean form of
energy will actually help them reduce their costs and
focus on improving their competitiveness.
Best wishes,
Tulsi R. Tanti
Tower manufacturing
unit in Gandhidham,
Gujarat, India
FINANCIAL
HIGHLIGHTS
CONSOLIDATED
₹ in Crore
Basic earnings/ (loss) per share 1.7 (0.7) (2.9) (5.0) 0.1
#
Figure restated as per Ind AS 115
Penamacor
wind farm in
Portugal
Rotor blade
manufacturing unit
in Bhuj, Gujarat, India
Snowtown
wind farm in
Australia
Rotor blade
manufacturing unit in
Jaisalmer, Rajasthan, India
conversion price of ₹ 6.77 (Option A – Mandatory Conversion) or (ii) to accept new bonds in lieu of their existing bonds (Option B – Bond
Exchange). During the year under review, the outstanding FCCBs have been restructured. The details of restructuring have been
provided below under “Capital and debt structure”.
c. Mergers / demergers / amalgamation / restructuring – During the year under review and up to the date of this Report, the Company
has initiated process for the following:-
i Merger by absorption of Suzlon Power Infrastructure Limited (“SPIL”), a wholly owned subsidiary of the Company, with Suzlon
Global Services Limited (“SGSL”), also a wholly owned subsidiary of the Company. Pursuant to this scheme, the Business
Undertaking of SPIL will be merged in to SGSL from the appointed date, subject to approval from National Company Law
Tribunal, Ahmedabad Bench and Chennai Bench;
ii Demerger by Transfer and vesting of Project Execution Business and Power Evacuation Business of Suzlon Gujarat Wind Park
Limited (“SGWPL”), a step down wholly owned subsidiary of the Company, in to SGSL. Post demerger, SGWPL will continue
undertaking its Land Development Business and Power Generation Business, subject to approval from National Company Law
Tribunal, Ahmedabad Bench;
iii Suzlon Wind Energy Corporation, USA (SWECO), a step down subsidiary of the Company filed for voluntary liquidation in the
United States Bankruptcy Court of the Northern District of Illinois, Eastern Division under Chapter 7 of the United States
Bankruptcy Code and Federal Rules of Bankruptcy Procedure of the USA on June 29, 2021. The board of SWECO took this
decision in wake of continued financial stress sustained by its operations during the pandemic;
iv. Divestment of the Company’s 75% stake in Suzlon Generators Limited, a subsidiary of the Company, to Voith Turbo Private
Limited or its associates, subject to customary due diligence, necessary approvals and execution of definitive documents.
5. Capital and debt structure
a. Authorised share capital – During the year under review, the authorised share capital of the Company has been increased from ₹
2,498.00 Crore divided into 1249,00,00,000 equity shares of ₹ 2/- each to ₹ 9,200.00 Crore divided into 4600,00,00,000 equity shares
of ₹ 2/- each by creation of additional 3,351.00 Crore equity shares of ₹ 2/- each in the authorised share capital of the Company in terms
of the resolution dated May 18, 2020 passed by the shareholders of the Company by way of postal ballot conducted vide Postal Ballot
Notice dated April 18, 2020 and the results of which were declared on May 19, 2020.
As on date of this Report, the authorised share capital of the Company is ₹ 9,200.00 Crore divided into 4600,00,00,000 equity shares of
₹ 2/- each.
b. Paid-up share capital – During the year under review, the Company has allotted the following securities:
i. Preferential allotment of equity shares and compulsorily convertible debentures (“CCDs”) of the Company to certain persons /
entities (including Promoters) under Chapter V of the ICDR Regulations:
Date of
Details of securities allotted Other terms Remarks
allotment
June 27, 139,65,79,500 fully paid up Out of total equity shares
2020 equity shares having a face value allotted, 40,80,77,000
of ₹ 2/- each for cash at an issue - equity shares have been
price of ₹ 2.45 per equity share allotted to one of the
aggregating to ₹ 342.16 Crore Promoter Group entities
June 27, 4,998 fully paid up CCDs having Nature – Unsecured, Unlisted, Unrated,
2020 a face value of ₹ 1,00,000/- each Compulsorily Convertible
for cash at par aggregating to ₹
Interest – The CCDs shall carry Nil interest.
49.98 Crore.
Convertibility option – At the option of CCD -
holders, each CCD shall be convertible into
40,816 equity shares at a conversion price
of ₹ 2.45 on or before December 26, 2021.
ii. Preferential allotment of equity shares, optionally convertible debentures (OCDs) and convertible warrants of the Company to
the lenders in terms of the Resolution Plan in part conversion of their existing debt:
Date of
Details of securities allotted Other terms
allotment
June 27, 99,71,76,872 fully paid up
2020 equity shares of ₹ 2/- each
aggregating to ₹ 16/- i.e. at an -
aggregate consideration of ₹
1/- per lender for 16 lenders
June 27, 4,10,000 fully paid up 0.01% Nature – Secured, Unlisted, Unrated, Optionally Convertible Redeemable
2020 OCDs of ₹ 1,00,000/- each
Interest – 0.01% p.a. payable annually
aggregating to ₹ 4,100.00
Crore Redemption – As per terms of OCDs.
Convertibility option – In case of default in redemption of OCDs pursuant
to its terms, the OCD holders shall have the option to convert the defaulted
redemption amount into equity shares of the Company and / or in case of
default in servicing OCDs, the OCD holders shall have an option to convert
OCDs into equity shares of the Company.
Conversion Price of the OCDs shall be determined at the time of
conversion as per applicable laws. The initial tenor of the OCDs is up to 10
years from the date of allotment, i.e. June 26, 2030.
November 3,18,79,403 equity shares of ₹ 2/- each at a conversion Allotment pursuant to conversion of 3,474
20, 2020 price of ₹ 2.61 Bonds of USD 320 each
December 2,86,76,781 equity shares of ₹ 2/- each at a conversion Allotment pursuant to conversion of 3,125
30, 2020 price of ₹ 2.61 Bonds of USD 320 each
February 1, 8,46,17,151 equity shares of ₹ 2/- each at a conversion Allotment pursuant to conversion of 9,221
2021 price of ₹ 2.61 Bonds of USD 320 each
The paid-up share capital of the Company as on March 31, 2021 is ₹ 1,701.60 Crore divided into 850,80,12,773 equity shares of ₹
2/- each.
Post March 31, 2021 and up to the date of this Report, the Company has made the following allotment(s):
Date of
Details of securities allotted Remarks
allotment
Allotment pursuant to conversion of
April 16, 31,26,00,232 equity shares of ₹ 2/- each at a conversion
33,603 Bonds of USD 320 each (worth USD
2021 price of ₹ 2.61
10,900,813 after capitalising interest).
Allotment pursuant to conversion of 2,542
May 20, 2,36,47,562 equity shares of ₹ 2/- each at a conversion price
Bonds of USD 320 each (worth USD
2021 of ₹ 2.61.
8,24,624 after capitalising interest).
Accordingly, the paid-up share capital of the Company as on date of this Report is ₹ 1,768.85 Crore divided into 884,42,60,567
equity shares of ₹ 2/- each.
c. Foreign Currency Convertible Bonds (“FCCBs”) – During the year under review, the Company has restructured its outstanding FCCBs
as under:
Particulars No. of Bonds
i. USD 546,916,000 Step-up Convertible Bonds due 2019 (USD 1,000 each) 172,002
ii. Mandatory Conversion of USD 546,916,000 Step-up Convertible Bonds due 2019 (USD 1,000 each) 59,717
into equity shares at revised conversion price of ₹ 6.77 per share (Option A)
• Bonds which have already been converted into equity shares on July 14, 2020 in terms 57,554
of Mandatory Conversion Notice issued by the Company
• Bonds for which conversion instructions are awaited from the Bondholders 2,163
iii. Bond Exchange - USD 546,916,000 Step-up Convertible Bonds due 2019 (USD 1,000 each) which 1,12,285
have been exchanged with US$ denominated Convertible Bonds due 2032 having reduced face value
of USD 320 on August 17, 2020 (Option B)
During the year under review, 51,19,92,560 equity shares of ₹ 2/- each have been allotted to the Bondholders pursuant to conversion of
57,554 USD 546,916,000 Step-up Convertible Bonds due 2019 and 28,24,89,720 equity shares of ₹ 2/- each have been allotted to the
Bondholders pursuant to conversion of 30,697 US$ denominated Convertible Bonds due 2032.
Post March 31, 2021 and up to the date of this Report, 33,62,47,794 equity shares have been allotted to the Bondholders pursuant to
conversion of 36,145 US$ denominated Convertible Bonds due 2032.
The details of outstanding FCCBs as on March 31, 2021 and as on date of this Report are as under:
Outstanding amount (USD)
Exchange Convertible Conversion
Series As on March 31, As on the date rate (₹) on or before price (₹)
2021 of this Report
USD 546,916,000 step-up convertible
21,63,000 21,63,000 60.2250 July 09, 2019# 6.77
bonds due 2019
US$ denominated Convertible Bonds
2,64,67,147.40** 1,47,41,710.40** 74.8464 August 17, 2032 2.61
due 2032
# As per the terms of restructuring of Bonds, the Bondholders who have failed to claim Option A shares shall have up to twelve months
from the Share Completion Date i.e. August 17, 2020 to claim Option A shares.
** As per the terms of issuance of the Bonds, the interest on the Bonds at the rate of 2.75% per annum accrued from date of allotment and
payable on half yearly basis is required to be capitalised and added to the outstanding principal amount of the Bonds and accordingly
interest @ 2.75% per annum accrued for the period from August 17, 2020 (date of allotment) to February 16, 2021 has been added to the
outstanding amount of US$ denominated Convertible Bonds due 2032.
6. Annual return in terms of Section 92(3) of the Companies Act, 2013
The annual return in Form No.MGT-7 for the financial year 2019-20 is available on the website of the Company (www.suzlon.com). The due date
for filing annual return for the financial year 2020-21 is within a period of sixty days from the date of annual general meeting. Accordingly, the
Company shall file the same with the Ministry of Corporate Affairs within prescribed time and a copy of the same shall be made available on the
website of the Company (www.suzlon.com) as is required in terms of Section 92(3) of the Companies Act, 2013.
7. Number of board meetings held
The details pertaining to number and dates of board meetings held during the year under review have been provided in the Corporate
Governance Report forming part of this Annual Report.
8. Director’s responsibility statement
Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors confirm to the best of their knowledge and belief that:
a. in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation
relating to material departures;
b. the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are
reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the
loss of the Company for that period;
c. the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other
irregularities;
d. the Directors had prepared the annual accounts on a going concern basis;
e. the Directors, in the case of a listed company, had laid down internal financial controls to be followed by the Company and that such
internal financial controls are adequate and were operating effectively; and
f. the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were
adequate and operating effectively.
9. A statement on declaration given by Independent Directors
In terms of Section 149(7) of the Companies Act, 2013, Mr. Marc Desaedeleer, Mr. Per Hornung Pedersen, Mr. Sameer Shah, Mrs. Seemantinee
Khot and Mr. Gautam Doshi, the Independent Directors of the Company, have given a declaration to the Company that they meet the criteria of
independence as specified under Section 149(6) of the Companies Act, 2013 and the Listing Regulations and there has been no change in the
circumstances which may affect their status as Independent Directors. Further, they have also given a declaration that they have complied with
the provisions of the Code of Ethics for Directors and Senior Management (including Code of Conduct for Independent Directors prescribed in
Schedule IV to the Companies Act, 2013) to the extent applicable, during the year under review.
10. Company’s policy on director’s appointment and remuneration
In accordance with Section 178 of the Companies Act, 2013 and the Listing Regulations, the ‘Board Diversity and Remuneration Policy’ as
adopted by the Board of Directors of the Company is available on the website of the Company (www.suzlon.com). The details of remuneration
paid to the Executive Directors and Non-executive Directors have been provided in the Corporate Governance Report forming part of this
Annual Report.
11. Auditors and auditors’ observations
a. Statutory auditor – M/s. Deloitte Haskins & Sells LLP, Chartered Accountants (Firm Registration No.117366W/W-100018), were
appointed as the statutory auditors of the Company to hold office from the conclusion of the Twenty Second annual general meeting till
the conclusion of the Twenty Seventh annual general meeting of the Company, i.e. for a period of five years.
Statutory auditors’ observation(s) in audit report and directors’ explanation thereto –
i. In respect of Note 6 of the standalone financial statements and the consolidated financial statements regarding use of going
concern assumption for the preparation of Ind AS financial statements due to existence of default in repayment of principal and
2013 - The Company was not required to revise its financial statements or Directors’ Report during the year under review in terms of
Section 131 of the Companies Act, 2013.
f. Disclosures in terms of sexual harassment of women at workplace (Prevention, Prohibition and Redressal) Act, 2013 – The
Company has in place an Internal Complaints Committee, constituted under the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013, which entertains the complaints made by any aggrieved woman. During the year under review,
there has been no case reported in this regard.
g. Disclosures pertaining to compliance with Secretarial Standards – During the year under review, the Company has complied with
the applicable Secretarial Standards.
h. Disclosures pertaining to credit rating - Details pertaining to various credit ratings obtained by the Company have been provided in
the Corporate Governance Report forming part of this Annual Report.
29. Acknowledgement
The Directors wish to place on record their appreciation for the co-operation and support received from the government and semi-government
agencies, especially from the Ministry of New and Renewable Energy (MNRE), Government of India, all state level nodal agencies and all state
electricity boards. The Directors are thankful to all the bankers, financial institutions and the investor group for their support to the Company. The
Directors place on record their appreciation for continued support provided by the esteemed customers, suppliers, bankers, financial
institutions, consultants, bondholders and shareholders. The Directors also acknowledge the hard work, dedication and commitment of the
employees. Their enthusiasm and unstinting efforts have enabled the Company to emerge stronger than ever, enabling it to maintain its position
as one of the leading players in the wind industry.
Disclosure of particulars of contracts / arrangements entered into by the Company with related parties referred to in Section 188(1) of the
Companies Act, 2013 including certain arms’ length transactions under third proviso thereto
1. Details of contracts or arrangement or transactions not at arm’s length basis: None
Sr. No. Particulars Remarks
a) Name(s) of the related party and nature of relationship -
b) Nature of contracts / arrangements / transactions -
c) Duration of the contracts / arrangements / transactions -
d) Salient terms of the contracts or arrangements or transactions -
including the value, if any
e) Justification for entering into such contracts or arrangements -
or transactions
f) Date(s) of approval by the Board -
g) Amount paid as advances, if any -
h) Date on which the special resolution was passed in general -
meeting as required under first proviso to Section 188
Particulars of conservation of energy, technology absorption and foreign exchange earnings and outgo
Information as required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is set out
hereunder.
A. Conservation of energy
The Company’s Corporate Headquarter in Pune, India named ‘ONE EARTH’ is an environmental-friendly campus, with a minimal carbon footprint
on the surrounding environment. As already informed in the previous years, the Campus has been awarded the coveted LEED (Leadership in
Energy and Environmental Design) Platinum rating and GRIHA (Green Rating for Integrated Habitat Assessment) green building certifications for
its approach towards sustainability and green practices towards infrastructure. The Company continues its efforts to reduce and optimise the
use of energy consumption at its Corporate Headquarter and at its manufacturing facilities by installing hi-tech energy monitoring and
conservation systems to monitor usage, minimise wastage and increase overall efficiency at every stage of power consumption. The Company
is also emphasising to utilise the maximum natural sources of energy instead of using electricity.
i. Steps taken or impact on conservation of energy – The energy conservation measures taken are given as under:
Sr. No. Measures taken Impact
1. Replacement of 250 Watt MHL Lights with LED of 120, 150, Reduced per day (11 hrs. night) unit consumption
160 & 90 watt in phased manner at Gandhidham Plant of SEL. by 71.08 units for 57 new LED lights in fourth phase
Total 57 LED lights retrofitted. resulted savings of ₹ 16,572/- per month
2. At Gandhidham Plant, utilized the PGVCL power Got rebate from PGVCL of ₹ 1,17,000/-
efficiently by maintaining the power factor up to --- 0.99 lag
The measures undertaken by the Company has resulted in optimisation of energy consumption, savings in energy cost and
environment protection.
ii. Steps taken by the Company for utilizing alternate sources of energy – The Company is in the business of selling and installing wind
turbine generators and related equipment which is an excellent alternate source of energy. As such, the Company promotes wind
energy development, usage and distribution at all levels by actively engaging with all stakeholders like customers, banks, financial
institutions, Government authorities and agencies related to renewable energy etc. Further, the Company is aggressively pursuing cost
reduction avenues which will make the sector more cost efficient going forward.
The Company has installed wind turbine generators at Khiri Site in Gujarat State. The total units generated during the financial year are
21,93,545 of which 3,90,020 units are utilized as alternate source of energy by Bhuj Plant of the Company.
iii. Capital investment on energy conservation equipment during the financial year 2020-21 – ₹ 0.05 Crore (previous year: ₹ 0.23
Crore).
B. Technology absorption
i. Efforts made towards technology absorption, adaption and innovation and benefits derived therefrom – The efforts made
towards technology absorption, adaption and innovation and benefits derived are given as under:
• Technology related development performed in the various offices of the Company are implemented in the new products leading
to improved performance.
• Advanced control systems are enabling larger rotors on flagship product platforms.
• New materials are being tested for manufacture of lighter rotor blades and new aerodynamic profiles are under development.
• The development of new feature and controls for existing products and transfers into the running fleet will improve reliability,
reduce downtime and increase performance.
ii. In case of imported technology (imported during the last 3 (three) years reckoned from the beginning of the financial year):
Sr. No. Particulars Details
a. Details of technology imported Concrete Tower Technology on license basis from Byo Tower SL, Spain
b. Year of import 2018-19
c. Whether the technology has been fully absorbed Yes
d. If not fully absorbed, areas where absorption has N.A.
not taken place, and reasons thereof
iii. Research & Development (R & D) – Specific areas in which R & D is carried out by the Company are given as under:
• The Company continues to drive various R&D projects, operating out of world-class technology centres in Germany, Denmark,
Netherlands and India.
• The development work on the new products especially the 3 MW platform is on going and the prototypes are currently being
tested with the rotor now upgraded to 133m diameter. This can lead in further reduction of levelised cost of energy making
previously unviable sites viable.
• Technology development in the field of controls has led to building of a world-class product (S120) on the 2.1 MW platform made
specifically for low wind sites and having varied hub-height options that has helped in unlocking the potential of previously
unviable sites.
• Globally, the Suzlon 2.1 MW fleet continues to operate at and above 97% in some of hottest and coldest environments on the
globe.
(₹ Crore)
Sector in which Amount spent on the Mode of
Projects or programs i. Amount
the Project is projects or programs Cumulative implementation –
Name of the local area or others; ii. outlay
covered / Item expenditure directly or through
Sr. project or specify the state and (budget) Direct
from the list of up to the implementing
No. activity district where projects project or expenditure
activities in reporting agency (Name &
identified or programs were programs on projects Over-heads
schedule VII to period (₹) CSR registration
undertaken wise (₹) or programs
the Act number)
Civic amenities 0.106 0.082 0.024 0.106
SUZTAIN-
Sustainable need Education 0.066 0.051 0.015 0.066
Jodhpur, Suzlon Foundation
6 based village
Environment Jaisalmer, Barmer 0.047 0.036 0.011 0.047 (CSR Reg.
development in
Rajasthan villages No.CSR00003382)
Livelihood 0.079 0.061 0.018 0.079
Total - 6 0.298 0.230 0.068 0.298
Civic amenities 0.020 0.015 0.005 0.020
SUZTAIN- Education 0.027 0.020 0.007 0.027
Sustainable need Tirunelveli, Coimbatore, Suzlon Foundation
7 based village Empowerment Tenkasi, Thoothukudi, 0.009 0.007 0.002 0.009 (CSR Reg.
development in Tirpur No.CSR00003382)
Tamil Nadu villages Health 0.011 0.009 0.002 0.011
Livelihood 0.034 0.026 0.008 0.034
Total - 7 0.101 0.077 0.024 0.101
Grand total 1.195 0.920 0.275 1.195
Sd-
Tulsi R.Tanti (DIN: 00002283)
Chairman of CSR Committee.
Information pertaining to remuneration in terms of Section 197(12) of the Companies Act, 2013 read with Rule 5(1)
of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 for the financial year
2020-21
i. The ratio of the remuneration of each director to the median remuneration of the employees of the Company for the financial year under
review:
Sr. No. Name of directors Category ~ Ratio to median
remuneration¹
(including incentive)
1. Mr. Tulsi R.Tanti Chairman & Managing Director 46.41
2. Mr. Girish R.Tanti Non-executive Director 1.39
3. Mr. Vinod R.Tanti Wholetime Director & Chief Operating Officer 33.83
4. Mr. Marc Deseadeleer Non-executive Independent Director 1.56
5. Mr. Per Hornung Pedersen Non-executive Independent Director 1.60
6. Mr. Rakesh Sharma Non-executive Director 1.30
7. Mr. Sameer Shah Non-executive Independent Director 1.34
8. Mrs. Seemantinee Khot Non-executive Independent Director 1.34
9. Mr. Gautam Doshi² Non-executive Independent Director 1.08
10. Mr. Hiten Timbadia³ Non-executive Director 0.65
¹The Non-executive directors are not paid any remuneration except sitting fees for attending the meetings of the Board and / or Committees
thereof which is within the limits prescribed by the Companies Act, 2013.
² Mr. Gautam Doshi was appointed as an Independent Director w.e.f May 4, 2020.
³ Mr. Hiten Timbadia was appointed as a Non-executive Director w.e.f. August 29, 2020.
ii. The percentage increase in remuneration of each Director, Chief Executive Officer (CEO), Chief Financial Officer (CFO) and Company
Secretary (CS) for the financial year under review:
Sr. No. Name Category ~ Increase / (decrease) (%)
(including incentive) (excluding incentive)
1. Mr. Tulsi R.Tanti Chairman & Managing Director (24.11) (24.11)
2. Mr. Vinod R.Tanti Wholetime Director & Chief Operating Officer (26.24) (26.24)
3. Mr. J.P.Chalasani¹ Group Chief Executive Officer 562.42 119.57
4. Mr. Ashwani Kumar² Group Chief Executive Officer N.A. N.A.
5. Mr. Swapnil Jain³ Chief Financial Officer 45.87 (21.26)
6. Mrs. Geetanjali S.Vaidya Company Secretary 71.27 18.90
¹ Mr. J.P.Chalasani resigned as Group Chief Executive Officer w.e.f. July 07, 2020; the increase in remuneration (excluding incentive) seems to be
higher on account of one-time payment towards full and final settlement of accumulated leave and ex-gratia payment.
² Mr. Ashwani Kumar was appointed as Group Chief Executive Officer w.e.f. October 19, 2020.
³ Mr. Swapnil Jain resigned as the Chief Financial Officer of the Company w.e.f. June 01, 2021.
iii. The percentage increase in the median remuneration (including incentive) of employees in the financial year under review: 9.61%
iv. The number of permanent employees on the rolls of the Company as at the end of the financial year under review: 1,638
v. Average percentile increase already made in the salaries of employees other than the key managerial personnel in the last financial
year and its comparison with the percentile increase in the key managerial remuneration and justification thereof and point out if there
are any exceptional circumstances for increase in managerial remuneration:
Particulars ~ Increase / ~ Increase /
(decrease) (%) in (decrease) (%) in
remuneration remuneration
(including incentive) (excluding incentive)
Average salary of all employees (other than KMPs) 13.09% 0.35%
Average salary of all KMPs mentioned at point (ii) above 30.07% (27.97%)
Justification for increase in average remuneration of the key managerial personnel – The average salary of KMPs is higher as compared to
other employees on account of payment of incentive related to debt restructuring. Excluding incentive, there is decrease in average
remuneration of KMPs as compared to previous year.
vi. Affirmation that the remuneration is as per the Remuneration Policy of the Company:
The Company affirms that the remuneration is as per the Remuneration Policy of the Company.
To,
The Members,
SUZLON ENERGY LIMITED
(CIN: L40100GJ1995PLC025447)
Regd. Office: “Suzlon” 5,Shrimali Society,
Near Shri Krishna Complex, Navrangpura,
Ahmedabad 380009.
We have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by Suzlon
Energy Limited (hereinafter called “the Company”). The Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating
the corporate conducts/statutory compliances and expressing our opinion thereon.
Based on our verification of the Company’s books, papers, minute books, forms and returns filed and other records maintained by the Company and also
the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit by using
appropriate Information technology tools like virtual data sharing by way of data room and remote desktop access tools, we hereby report that in our
opinion, the Company has, during the audit period covering the financial year ended on 31.03.2021, generally complied with the statutory provisions
listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject
to the reporting made hereinafter. The physical Inspection or Verification of documents and records were taken to the extent possible.
We have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended
on 31.03.2021 according to the provisions of:
(i). The Companies Act, 2013 (the Act) and the rules made there under;
(ii). The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the rules made there under;
(iii). The Depositories Act, 1996 and the Regulations and Bye-laws framed there under;
(iv). Foreign Exchange Management Act, 1999 and the rules and regulations made there under to the extent of Foreign Direct Investment, Overseas
Direct Investment and External Commercial Borrowings;
(v). The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act’):-
a. The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;
b. The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;
c. The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018;
d. The Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 (Not Applicable to the Company during
the audit period);
e. The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008 (Not Applicable to the Company
during the audit period);
f. The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the
Companies Act and dealing with client;
g. The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009 (Not Applicable to the Company during the
audit period);
h. The Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018 (Not Applicable to the Company during the audit period);
i. The Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015;
j. The Securities and Exchange Board of India (Depositories and Participants) Regulations, 2018.
(vi). As informed to us, there are no other Sector specific laws which are specifically applicable to the Company
We have also examined compliance with the applicable clauses of the following:
a. Secretarial Standards issued by the Institute of Company Secretaries of India;
b. The Listing Agreements entered into by the Company with Stock Exchange(s):-
During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above.
We further report that, the Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors
and Independent Directors. The changes in the composition of the Board of Directors that took place during the period under review were carried out in
compliance with the provisions of the Act.
As per the Information provided by the management, adequate notices were given to all directors to schedule the Board Meetings, agenda and detailed
notes on agenda were sent at least seven days in advance and a system exists for seeking and obtaining further information and clarifications on the
agenda items before the meeting and for meaningful participation at the meeting.
All the decisions in the board meetings were carried through by majority while there were no dissenting members’ views, and hence not captured and
recorded as part of the minutes.
Chirag Shah
Partner
Chirag Shah and Associates
FCS No. 5545
Place : Ahmedabad C P No.: 3498
Date : June 29, 2021 UDIN : F005545C000540409
This report is to be read with our letter of even date which is annexed as Annexure A and forms an integral part of this report.
Annexure A
To,
The Members,
SUZLON ENERGY LIMITED
(CIN: L40100GJ1995PLC025447)
Regd. Office: “Suzlon” 5, Shrimali Society,
Near Shri Krishna Complex, Navrangpura,
Ahmedabad 380009.
Our Secretarial Audit Report of even date is to be read along with this letter.
Management’s Responsibility
1. It is the responsibility of the management of the Company to maintain secretarial records, devise proper systems to ensure compliance with the
provisions of all applicable laws and regulations and to ensure that the systems are adequate and operate effectively.
Auditor’s Responsibility
2. Our responsibility is to express an opinion on these secretarial records, standards and procedures followed by the Company with respect to
secretarial compliances.
3. We believe that audit evidence and information obtain from the Company’s management is adequate and appropriate for us to provide a basis
for our opinion.
4. Wherever required, we have obtained the management representation about the compliance of laws, rules and regulations and happening of
events etc.
Disclaimer
5. The Secretarial Audit Report is neither an assurance as to the future viability of the Company nor of the efficacy or effectiveness with which the
management has conducted the affairs of the Company.
Chirag Shah
Partner
Chirag Shah and Associates
FCS No. 5545
Place : Ahmedabad C P No.: 3498
Date : June 29, 2021 UDIN : F005545C000540409
To,
The Members,
SE Forge Limited
CIN: U27310GJ2006PLC048563
5, Shrimali Society, Navrangpura,
Ahmedabad-380009
Gujarat.
We have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by
SE FORGE LIMITED (hereinafter called the Company). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating
the corporate conducts/statutory compliances and expressing our opinion thereon.
Based on our verification of the Company’s books, papers, minute books, forms and returns filed and other records maintained by the Company and also
the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, we hereby report
that in our opinion, the Company has, during the audit period covering the financial year ended on 31st March,2021 generally complied with the statutory
provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner
and subject to the reporting made hereinafter:
We have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended
31st March, 2021 according to the provisions of:
i) The Companies Act, 2013 (the Act) and the rules made thereunder;
ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA') and the rules made thereunder; (Not applicable to Company during Audit period)
iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed there under;
iv) Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of External Commercial
Borrowings;(Foreign Direct Investment Guidelines and Overseas Direct Investment Regulations are not applicable to the Company during the
audit period);
v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act'):-
(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011:(Not applicable to the
Company during the Audit period);
(b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015:(Not applicable to the Company during
the Audit period);
(c) Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018:(Not applicable for the
period under review);
(d) The Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014:(Not applicable for the period under
review);
(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008:(Not applicable for the period
under review);
(f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the
Companies Act and dealing with client;
(g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009:(Not applicable for the period under
review);
(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations,2018:(Not applicable for the period under review);
(i) The Securities and Exchange Board of India (Depositories and Participants) Regulations, 2018.
vi) Other laws as informed by management specifically applicable to the Company:
a) Special Economic Zones Act, 2005 and rules made thereunder.
We have also examined compliance with the applicable clauses of the following:
(i) Secretarial Standards issued by the Institute of Company Secretaries of India with respect to Board and General Meeting, Directors Report (SS-1
and SS-2);
(ii) The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Not applicable to the
Company during Audit period).
We further report that the compliance by the Company of applicable financial laws like Direct and Indirect Tax Laws hasn’t been reviewed in this audit
since the same has been subject to review by statutory financial audits and other designated professionals.
During the period under review and as per the explanations and clarifications given to us and the representations made by the Management, the
Company has generally complied with the provisions of the Act, Rules, Regulations, Guidelines, etc. mentioned above.
CS Shailesh Indapurkar
Proprietor
ACS 17306
C. P. No: 5701
Place : Pune
Date : 28.06.2021
UDIN:A017306C000524868
This report is to be read with our letter of event date which is annexed as Annexure A and forms an integral part of this report.
Annexure A
To,
The Members,
SE Forge Limited
CIN: U27310GJ2006PLC048563
5, Shrimali Society, Navrangpura,
Ahmedabad-380009
Gujarat.
CS Shailesh Indapurkar
Proprietor
ACS 17306
C. P. No: 5701
Place: Pune
Date: 28.06.2021
To,
THE MEMBERS,
SUZLON GUJARAT WIND PARK LIMITED
(CIN: U40108GJ2004PLC044409)
“Suzlon”, 5,Shrimali Society, Nr Shri Krishna Complex,
Navrangpura, Ahmedabad 380009
We have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by
Suzlon Gujarat Wind Park Limited (hereinafter called the Company). Secretarial Audit was conducted in a manner that provided us a reasonable basis
for evaluating the corporate conducts/statutory compliances and expressing our opinion thereon.
Based on our verification of the Company’s books, papers, minute books, forms and returns filed and other records maintained by the Company and also
the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit by using
appropriate Information technology tools like virtual data sharing by way of data room and remote desktop access tools, we hereby report that in our
opinion, the Company has, during the audit period covering the financial year ended on March 31, 2021, complied with the statutory provisions listed
hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the
reporting made hereinafter. The physical Inspection or Verification of documents and records were taken to the extent possible.
We have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended
on March 31, 2021 according to the provisions of:
(i). The Companies Act, 2013 (the Act) and the rules made there under;
(ii). The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the rules made thereunder:- Not Applicable to the company during the Audit period;
(iii). The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder:- In view of the directives issued by the Ministry of Corporate
Affairs, the company had admitted its equity shares, except for the pledged shares which are in physical form, for dematerialisation with the
depository and has obtained ISIN for such shares which were outstanding as on 31st March 2021;
(iv). Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment, Overseas
Direct Investment and External Commercial Borrowings:- Not Applicable to the company during the Audit period;
(v). The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act’) are not applicable
since the Company is closely held unlisted public Limited company and there were no events occurred during the period which attracts
provisions of these guidelines / regulations.
a. The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;
b. The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;
c. The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018;
d. The Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014;
e. The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008;
f. The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the
Companies Act and dealing with client;
g. The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009;
h. The Securities and Exchange Board of India (Buyback of Securities) Regulations 2018; and
i. SEBI (Listing Obligations And Disclosure Requirements) Regulations 2015:;
(vi). Other Applicable Acts, - As informed to us there are no specific act applicable to the company.
We have also examined compliance with the applicable clauses of the following:
Secretarial Standards issued by The Institute of Company Secretaries of India;
During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned
above.
We further report that, the Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors
and Independent Directors. The changes in the composition of the Board of Directors that took place during the period under review were carried out in
compliance with the provisions of the Act.
Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in
advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for
meaningful participation at the meeting.
All the decisions of the Board Meetings were carried through by majority while there were no dissenting members’ views and hence not captured and
recorded as part of the minutes.
We further report that, there are adequate systems and processes in the company commensurate with the size and operations of the company to
monitor and ensure compliance with applicable laws, rules, regulations and guidelines.
We further report that during the audit period following were the specific events / actions taken by the Company having a major bearing on the
company’s affairs in pursuance of the above referred laws, rules, regulations, guidelines, standards, etc. referred to above:
Implementation of Debt Restructuring Plan / Resolution Plan for restructuring of debt of Suzlon Energy Limited, the holding company of the Company
and its certain identified subsidiaries including the Company, formulated under Reserve Bank of India (Prudential Framework for Resolution of Stressed
Assets) Directions 2019.
We further report that during the year no Special Resolutions were passed by the Company.
CS Dhwani Rana
Partner
Chirag Shah and Associates
ACS No. 43629
Place : Ahmedabad C P No.: 21737
Date : 26/06/2021 UDIN : A043629C000519491
This report is to be read with our letter of even date which is annexed as Annexure A and forms an integral part of this report.
Annexure A
To,
The Members,
SUZLON GUJARAT WIND PARK LIMITED
CIN: U40108GJ2004PLC044409
5, Shrimali Society, Navrangpura,
Ahmedabad-380009
Our Secretarial Audit Report of even date is to be read along with this letter.
Management’s Responsibility
It is the responsibility of the management of the Company to maintain secretarial records, devise proper systems to ensure compliance with the
provisions of all applicable laws and regulations and to ensure that the systems are adequate and operate effectively.
Auditor’s Responsibility
Our responsibility is to express an opinion on these secretarial records, standards and procedures followed by the Company with respect to secretarial
compliances.
We believe that audit evidence and information obtained from the Company’s management is adequate and appropriate for us to provide a basis for our
opinion.
Wherever required, we have obtained the management representation about the compliance of laws, rules and regulations and happening of events
etc.
Disclaimer
The Secretarial Audit Report is neither an assurance as to the future viability of the company nor of the efficacy or effectiveness with which the
management has conducted the affairs of the Company.
CS Dhwani Rana
Partner
Chirag Shah and Associates
Place : Ahmedabad ACS No. 43629
Date : 26/06/2021 C P No.: 21737
There is a system for sending the notice to all directors to schedule the Board Meetings, the agenda and detailed notes on agenda were sent at least
seven days in advance and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and
for meaningful participation at the meeting.
All the decisions in the Board Meeting were carried through by majority decision while there were no dissenting member’s views and hence not
captured and recorded as part of the minutes.
We further report that as per the explanations given to us and the representations made by the Management and relied upon by us there are adequate
systems and processes in the Company commensurate with the size and operations of the Company to monitor and ensure compliance with applicable
laws, rules, regulations and guidelines.
We further report that during the audit period there have been enlisted major events or action by the Company which may have a major bearing on the
companies affairs in pursuance of above related laws, rules, guidelines, standards, etc. as described hereunder:-
1. With effect from June 30, 2020, the Company’s Debt Restructuring Plan/ Resolution Plan was implemented for restructuring of the debt of Suzlon
Energy Limited, the Parent Company of the company and its certain subsidiaries including the Company 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;
2. On June 27, 2020, the Company has allotted 4,45,301 fully paid up compulsorily convertible preference shares (‘CCPS’) having a face value of ₹
1,00,000/- each aggregating to ₹ 4,453.01 Crore as part of the implementation of Resolution Plan;
3. On February 03, 2021, the Board has approved the scheme of amalgamation in accordance with the provisions of Section 230 to 232 and other
applicable provisions of the Companies Act, 2013 and the Rules made there under involving merger by way of absorption of Suzlon Power
Infrastructure Limited with the Company and scheme of arrangement for transfer and vesting of project execution and power evacuation
business of Suzlon Gujarat Wind Park Limited in to the Company., Approvals for these proposed mergers are yet to be received from respective
National Company Law Tribunals.
4. On 06th February 2021, the shareholders at the Extra Ordinary General Meeting of the Company passed a special resolution for alteration of the
Memorandum of Association by amending the main object clause & by deleting Part C, i.e “other Objects of the company” in accordance with
Section 4, 13 of Companies Act, and rules regulations made therein.
CS Shailesh Indapurkar
Proprietor
ACS 17306
C. P. No: 5701
Place : Pune
Date : 28/06/2021
UDIN:A017306C000525330
This report is to be read with our letter of event date which is annexed as Annexure A and forms an integral part of this report.
‘Annexure A’
TO,
THE MEMBERS,
SUZLON GLOBAL SERVICES LIMITED
CIN: U27109GJ2004PLC044170
Suzlon 5 Shrimali Society
Nr Shri Krishna Complex
Navrangpura
Ahmedabad GJ380009
Our report of event date is to be read along with this letter.
1. Maintenance of secretarial record is the responsibility of the management of the company. Our responsibility is to express an opinion on these
secretarial records based on our audit.
2. We have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents
of the secretarial records. The verification was done on test basis to ensure that correct facts are reflected in secretarial records. We believe that
the processes and practices, we followed provide a reasonable basis for our opinion.
3. We have not verified the correctness and appropriateness of financial records and Books of Accounts of the company.
4. Whereever required, we have obtained the Management representation about the Compliance of laws, rules and regulations and happening of events etc.
5. The compliance of the provisions of corporate and other applicable laws, rules, regulations, Standards is the responsibility of management. Our
examination was limited to the verification of procedures on test basis.
6. The Secretarial Audit report is neither an assurance as to the future viability of the company nor of the efficacy or effectiveness with which the
management has conducted the affairs of the company.
CS Shailesh Indapurkar
Proprietor
ACS 17306
C. P. No: 5701
Place: Pune
Date: 28/06/2021
Disclosures as required under Para A of Schedule V to the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015
The disclosures as required under Para A of Schedule V of the Listing Regulations for the financial year ended March 31, 2021 are as under:
Note: 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.
MANA EMENT
DISC SSION AND ANAL SIS
60.80
63.80
54.90 53.50
51.70 50.70
45.00
40.60
38.50 39.10 36.00
26.90
20.30
14.70
11.50
7.30 8.10 8.20
6.50
2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020
Market status – In CY 20, 93 GW of new wind power capacity was added to the global installed capacity. With this addition, total wind installed capacity
reached to 743 GW with 14% growth as compared 650 GW in 2019.[3]
Onshore wind capacity of 86.9 GW was added in CY 20 representing 59% Y-o-Y growth while offshore contributed 6.1 GW, making 2020 the highest and
second highest year in history for new wind installation for both onshore and offshore respectively. [3]
China, U.S., Brazil, Netherlands and Germany were the top 5 markets contributing to the new wind power installation. These top 5 markets combined
resulted to 80.6% of the global new wind installation. [3]
Major contributors of new onshore wind installations were China (56%), US (19%), Brazil (3%), Germany (2%), France (2%), Norway (2%), Spain (2%), India
(1%), Turkey (1%), Australia (1%) and Rest of World with 11% contribution. [3]
For offshore new wind installation, contributions were made by China (50%), Netherlands (25%), Belgium (12%), United Kingdom (8%), Germany (4%)
and Rest of the World (1%). [3]
Market outlook for the global wind industry looks positive with CAGR for the next 5 years being 4%. It is expected that there will be an addition of 469 GW
of new wind capacity in next 5 years with nearly 94 GW of addition each year until 2025. This growth is expected to be driven by government policy,
green certification, renewable or technology neutral auctions/tenders. [3]
China
APAC 19%
18% US
1%
EUROPE
2%
5% 2% Brazil
LATAM 3%
60% 56% Neatherland
16%
Africa & ME
18% Germany
North America
Other
Figure – New Wind Power Capacity- CY 20 (By Region and By Market Share)
Source – GWEC: Global Wind Report 2021
There will be an expected addition of 399 GW of onshore wind capacity with a CAGR of 0.3% in the next five years (2021-2025) with an average of 79.8
GW of annual installation until 2025. [3]
112.2
93.0 98.0
87.5 90.5
Wind Installation (GW)
81.1
India’s performance in FY 21
Offshore wind capacity of more than 70 GW is expected to be added in next 5 years with a CAGR of 31.5%. In Asia, China will remain the largest
contributor followed by Taiwan, Vietnam, Japan and South Korea. New offshore installation in Africa and Middle East (ME) will double in 2021 and triple in
2022 as compared to 930 MW in 2020. On average, 3.2 GW of capacity is expected to be added each year in Africa and ME which will be driven by South
Africa, Egypt, Morocco and Saudi Arabia. [3]
India is the world’s fourth largest energy consuming country. [3] Rising RES* (MNRE),
incomes and improving standards of living has increased India’s per 25%
capita energy usage. Energy consumption in India has doubled since
2000 with majority of demand still met by coal, oil and biomass. In recent
years, India has witnessed an extraordinary success in energy
Coal, 53%
development but still there are many challenges, COVID -19 pandemic
being one of the major challenge since March 2020. In recent years, India Hydro, 12%
has brought electricity connections to millions of its citizen which has
prompted a massive expansion in renewable energy sources of energy. [4] Nuclear, 2%
As on March 31, 2021, the total installed capacity of India’s power stations Gas, 6%
reached to 382 GW level.[5] Lignite, 2%
Out of the total installed capacity in India, 53% is contributed by coal, 25% * India: Total Installed capacity of 382 GW as on 31.03.2021
by Renewable Energy Sources (RES) that includes Small Hydro Project, RES (Renewable Energy Sources) include Small Hydro Project, Biomass Power, Urban
Biomass Power, Urban & Industrial Waste Power, Solar (40.08 GW), and & Industrial Waste Power, Solar and Wind Energy.
Wind Energy (39.24 GW), 12% by Hydropower, 6% by gas, 2% by nuclear Figure – Mode Wise Breakup of India’s total installed capacity
Source – https://cea.nic.in/wp-content/uploads/installed/2021/03/installed_capacity.pdf
and 2% by lignite.[5]
Till date, India’s rising power demand is largely met by coal-fired generation. Although in the initial stages of developments, government have pushed
India towards clean energy transition since 2005, when India pledged NDC of 33-35% reduction in carbon emissions intensity of its total economy by
2030. However, now renewable is commercially much better than the conventional energy sources. The latest discovered tariff of wind ₹ 2.7/unit and
solar ₹ 2.2/unit are much below than the coal based power plant which is at ₹ 3.26/ unit[10]. Being vulnerable to the impact of climate changes, public
opinion in India has shifted towards sustainability. In this direction, India has pursued low carbon programmes like 24/7 green power, liberalization
reforms to the power sector, clean cooking and energy efficiency. [3]
[3]
https://gwec.net/wp-content/uploads/2021/03/GWEC-Global-Wind-Report-2021.pdf
[4]
https://www.iea.org/reports/india-energy-outlook-2021
[5]
https://cea.nic.in/wp-content/uploads/installed/2021/03/installed_capacity.pdf
[8]
https://mercomindia.com/seci-wind-auction-tranche-x-results/
[9]
https://www.thehindubusinessline.com/economy/ntpc-coal-india-lead-22-solar-tariff-in-guvnls-500mw-tender/article34134595.ece
[10]
https://economictimes.indiatimes.com/industry/energy/power/adani-power-essar-power-place-lowest-coal-based-tariffs-in-years/articleshow/74009321.cms?from=mdr
India targets to reach 175 GW of renewable energy level by 2022 which includes 60 GW of onshore wind installation. In next 5 years, growth in wind
energy sector will be driven by the expiry of interstate transmission charges (ISTS) waiver in 2023 and trend of hybrid tender (Wind, solar and storage
technologies). As per long term vision for renewable energy sector, India targets to reach 450 GW by 2030 including 140 GW of wind capacity.[3] However,
constraints such as land allocation, grid availability, recurring financial instability of DISCOMs, tender design and PPA sanctity may create a roadblock for
government in achieving 2022 targets.
Low wind and solar prices as compared to fossil fuel based generation will support renewable energy sector in India. Initiatives like National Electric
Mobility Mission Plan 2020, an electric and hybrid vehicle scheme aims to shift railways from coal dependency to the world’s first net zero railway
network by CY 30. Indian government has also announced launch of green hydrogen auction by CY 21. Other drivers like Green energy corridor, Smart
city mission and National mission for enhanced energy efficiency will help in clean energy transition in the country. [3]
India Wind Energy Outlook
As on March 31, 2021, India’s total wind capacity stood at 39.24 GW, reflecting 3.94% growth as compared to 6.25% in FY 20.[5][6]
39.24
35.52 37.74
32.27 34.15
Wind Installation (GW)
India’s new installations in FY 21 stood at 1.5 GW, with a slight decrease from 2.22 GW added in the previous year. In CY 20, India witnessed 1.1 GW of
onshore wind projects installation, the slowest pace of new build in last 10 years. [5][6]
As the world’s third largest producer and fourth largest consumer of electricity, India’s energy demand is expected to grow between 6-7% Y-o-Y over the
next decade. Current government initiatives like Make in India, 24*7 Power to All and Atmanirbhar Bharat are aiming to create low carbon energy
systems which will require large scale renewable energy supply. Hence, as a clean, affordable and sustainable energy resource wind may play an
important role for India to meet the growing electricity demand and wider strategic energy objectives. [11]
Products and Technology
Increase in market competiveness, low tariffs and emerging alternative cheap source of energy like solar has compelled the wind turbine makers to
focus on technology and product improvisation. Suzlon taking lead in this direction has invested in enhancing its product portfolio to compete with and
stand against the growing market challenges. We have strong knowledge and operating expertise of 25+ years in wind turbine manufacturing sector in
India and pleased to share that our inception customers continues to take pride with our association. Our robust technology has enabled us not only to
achieve the designed life, but also increase the turbine life with refurbishment and necessary safety assessments.
Products optimized for the market to generate higher yields than the previous models are –
• S120-140 (6-7% higher energy yield over S111)
• S128-140 (20-22% higher energy yield over S120)
• S133-140 (23-25% higher energy yield over S120)
In FY 21, Suzlon launched a new turbine model S133 in 2 variants viz.140m Hybrid Tubular-Lattice tower and 160m Hybrid Tubular-Lattice tower. These
continuous developments shows that the group is focused on spending in various R&D technologies to provide customers with world class technology
and products.
Key Initiatives and priorities
In FY22 Suzlon aims to regain its market leader position as a wind turbine manufacturer in India. Company also focusses on expanding its wings in hybrid
(wind and solar) space. The key priorities and initiatives that will help us to grow as envisioned are as follows:
• To provide best-in-class service spanning across the entire lifecycle of wind energy projects
• To regain the market leadership position with an improved market share
• To reduce LCOE through better technology and products more specific to the market conditions
• To optimize cost through value engineering and improved efficiencies across the value chain
• To continuously beat the market benchmark and achieve best machine availability
• To help improve efficiencies and better yields for our customers.
Business risks and mitigation
Suzlon Group has an active risk mitigating strategy that allows it a fairly wholesome view of the internal and external environment in order to proactively
address challenges, to the best extent possible. Key elements of the program are summarized below:
A. Operational risks:-
Technology risk: Suzlon places great emphasis on R&D. Suzlon has in-house technology and design capabilities resulting in the development of
a comprehensive product portfolio, ranging from sub-MW and multi-MW turbines. Suzlon aims to develop innovative technology that would
[3]
https://gwec.net/wp-content/uploads/2021/03/GWEC-Global-Wind-Report-2021.pdf
[5]
https://cea.nic.in/wp-content/uploads/installed/2021/03/installed_capacity.pdf
[6]
http://www.inwea.org/wind-energy-in-india/wind-power-installation/
[11]
https://gwec.net/an-ocean-of-potential-recommendations-for-offshore-wind-development-in-india/
In FY 21 Suzlon received recognition in the area of plastic waste management yet again similar to Pilo ng increased
awareness about
ig ng up un
electrified 1
FY 20. Under the ‘Zero-Garbage’ program for household plastic collection, an indigenous spark of se ual abuse in t e
rural areas
ouse olds and
amlets
innovation ‘Suz-HOOK’ was first introduced in Maharashtra in the last three years and it has now 6
reached pan India. This local invention was created using a small metal wire twisted in the shape of
anaging plas c
a hook and tied to a string. This device costs less than a rupee. The plastic collected is pierced educing t e and wet waste
deat s of under responsibly and
through the hook and ends up in a string. This Suz-HOOK innovation continues to gather attention. fives due to
malnutri on
sustainably
This year it was selected as compelling and promising Innovation for an E-exhibition by 2
Administrative staff college of India (ASCI) and UNDP. The exhibition showcased Solutions for
5
Plastic Waste Management. In another recognition Dr Jasmine Gogia featured in the Gender estoring eye sig t
to t e operable
Crea ng bird nests
Catalogue: Volume 1 - 30 Women Leaders in Water & Environmental Sanitation, a published feeders and water
cataract blind
neglected senior
troug s
document in which the Suz-HOOK was also mentioned. p olding t e
ci en
dignity of t e
specially abled 3
Key Achievements: 4 t roug gainful
means
A. Environment:
In FY 21, Suzlon Foundation planted 14,702 trees of 54 different species. The fruit, fodder, and shade giving trees, horticulture and agroforestry
plants enrich the biodiversity, enhance health, and improve livelihoods. Almost 60% of plants survived due to committed caretakers and well-
defined monitoring plans. Furthermore, the tree guard structures used for protection ensured 100% plant survival in Gujarat. Through water and
soil moisture conservation activities Suzlon conserved 83,532 cubic meters of water mainly in the drought prone areas. Suz-HOOK developed to
bring behavioural change in the rural households under the ‘Zero Garbage’ programme resulted in the collection and recycling of 422 Kg of
plastic waste. Under ‘Zero Sparrow Deaths’ programme Suzlon installed 11,903 bird conservation units like nests, water troughs and bird
feeders, benefiting 43,083 birds. ‘Save the sparrows’ campaign was launched and 291 stakeholders participated with 627 bird conservation
activities being carried out that benefited 2,747 birds of various species. Several national programs were held in the Suzlon business
neighbourhood villages. 996 stakeholders were involved in 139 activities related to the national clean India drives for plastic free village
campaign. 1,858 stakeholders were involved in 98 activities in the World environment day celebrations. 69,504 Kg of recyclable waste materials
were converted into innovative products like desks, benches, grain thresher, bird nest, and cycle stand. These are useful for farmers, students,
birds, and people, etc. 14,000 villagers benefited from the increase in water availability due to water conservation and recharge structure based
interventions like check dam repair, bore-well recharge, and pond desilting. In Karnataka, food and LED bulb support was provided to 26 zoo
animals in collaboration with the forest department.
B. Empowerment:
This year out of the 500 Village Development Committees (VDCs), Suzlon has strengthened over 200 VDC’s in 8 states of India. In a structured
manner, these have aligned with the 7-stage empowerment process and 707 meetings have been conducted. After ascending to stage four, 46
VCDs have started livelihood activities like palm craft, agro-service centre, music system rental, marriage infrastructure rental, farm equipment
rental, dry fodder sale, construction tool rental, Reverse osmosis (RO) plant management, artificial jewellery making unit, computer training
centre, traditional grain seed sale, ‘papad (flatbread) making and tailoring unit, etc. Suzlon firmly believes that these VDCs will soon start
working towards sustainable development of the villages once the Suzlon foundation exits to focus on other strategic needs. Additionally,
Suzlon has consistently worked towards empowering rural women to make them financial and socially independent through the Self Help
Groups (SHG). The purpose of this initiative is to improve women’s participation and development. This will further enable the upliftment of their
3. Non-financial assets
₹ in Crore
Particulars Non-current Current Total
March 31, March 31, March 31, March 31, March 31, March 31,
2021 2020 2021 2020 2021 2020
Inventories - - 2,173 2,056 2,173 2,056
Other assets 54 51 970 989 1,024 1,040
Current tax asset, net - - 6 20 6 20
Total 54 51 3,149 3,065 3,203 3,116
CO O ATE
O E NANCE E O T
For the financial year ended March 31, 2021
[As required under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (the
“Listing Regulations”)]
1. Company s philosophy on corporate governance – The Company’s corporate governance philosophy rests on the pillars of integrity,
accountability, equity, transparency and environmental responsibility that conform fully with laws, regulations and guidelines. The Company’s
philosophy on corporate governance is to achieve business excellence and maximise shareholder value through ethical business conduct,
which also includes building partnerships with all stakeholders, employees, customers, vendors, service providers, local communities and
government. The Company’s mission is to deliver utility scale, best in class, and end to end integrated renewable energy solutions to its
stakeholders.
2. Board of Directors of the Company (the “Board”) – The Board is entrusted and empowered to oversee the management, direction and
performance of the Company with a view to protect interest of the stakeholders and enhance value for shareholders. The Board monitors the
strategic direction of the Company.
Composition – As on March 31, 2021 and as on date of this Report, the Board comprises of ten Directors, out of which two are Executive
Directors, three are Non-executive Directors (including one Nominee Director) and five are Independent Directors (including one Woman
Independent Director). As on March 31, 2021 and as on date of this Report, the Company is in compliance with Regulations 17(1)(a) and 17(1)(b) of
the Listing Regulations pertaining to optimum combination of Executive and Non-executive Directors with one Woman Director, not less than
fifty per cent of the Board comprising of Non-executive Directors and at least half of the Board comprising of Independent Directors. The
Company is also in compliance with the provisions of Section 149(4) of the Companies Act, 2013 (the “Act”).
Independent Directors – In terms of Section 149(7) of the Act, Mr. Marc Desaedeleer, Mr. Per Hornung Pedersen, Mr. Sameer Shah, Mrs.
Seemantinee Khot and Mr. Gautam Doshi, the Independent Directors, have given a declaration to the Company that they meet the criteria of
independence as specified under Section 149(6) of the Act and the Listing Regulations. The Board confirms that in its opinion the Independent
Directors fulfil the conditions specified in terms of the Act and the Listing Regulations and that they are independent of the management of the
Company. All the Directors are in compliance with the limit on independent directorships of listed companies as prescribed under Regulation
17A of the Listing Regulations. The terms and conditions of appointment of Independent Directors have been disclosed on the website of the
Company as required in terms of Regulation 46 of the Listing Regulations. During the year under review and up to the date of this Report, none of
the Independent Directors have resigned from directorship of the Company.
Confirmation regarding membership / chairmanship of committees – All the Directors have certified that they are not members of more than
ten mandatory committees and do not act as chairperson of more than five mandatory committees in terms of the Regulation 26 of the Listing
Regulations across all the companies in which they are directors.
Board procedure – The Board meets at regular intervals and discusses regular Board business as well as policies and strategy matters. All the
necessary documents and information pertaining to the matters to be considered at each Board and Committee meetings is made available to
enable the Board and Committee members to discharge their responsibilities effectively.
Meetings held during the financial year – During the FY 21, the Board met six times on April 18, 2020, July 6, 2020, August 24, 2020
(adjourned to and held and concluded on August 28, 2020), October 16, 2020, November 10, 2020 and February 4, 2021. The gap between any
two Board meetings did not exceed one hundred and twenty days. Apart from various meetings, the Board / Committees
also considered and approved certain matters by circular resolutions, which were ratified at the next meeting of the Board as required in terms
of the Act.
Attendance, directorships and committee positions – The names and categories of the Directors on the Board, their attendance record, the
number of directorships and committee positions as on March 31, 2021, are as under:
Disclosures pertaining to directorships in other listed entities – The information pertaining to name of listed companies in which director is
a director is as under:
Skills / expertise / competencies of the Board of Directors – The Table-I below summarises the broad list of core skills / expertise /
competencies identified in the context of the Company's business / sector:
Experience or knowledge about industry and technology, resulting in knowledge of how to anticipate
E. Industry and technology
technological trends, and extend or create new business models
Experience or knowledge about Sustainability, Health, Safety and Environment practices including
F. Sustainability, HSE & CSR
corporate social responsibility
The Table II below summarises the core skills / expertise / competencies possessed by each Board member. It is hereby clarified that while
the Board members possess the skills identified as per Table I above, their area of core expertise is set out below in Table II:
(A) Business and strategic acumen; (B) Financial; (C) Board service and governance; (D) Leadership
1. Mr. Tulsi R.Tanti
and communication; (E) Industry and technology; (F) Sustainability, HSE & CSR
(A) Business and strategic acumen; (B) Financial; (C) Board service and governance; (D) Leadership
2. Mr. Vinod R.Tanti
and communication; (E) Industry and technology; (F) Sustainability, HSE & CSR
(A) Business and strategic acumen; (B) Financial; (C) Board service and governance; (D) Leadership
3. Mr. Girish R.Tanti
and communication; (E) Industry and technology; (F) Sustainability, HSE & CSR
(A) Business and strategic acumen; (B) Financial; (C) Board service and governance; (D) Leadership
4. Mr. Marc Desaedeleer
and communication; (E) Industry and technology
(A) Business and strategic acumen; (B) Financial; (C) Board service and governance; (D) Leadership
5. Mr. Per Hornung Pedersen
and communication; (E) Industry and technology
(B) Financial; (C) Board service and governance; (D) Leadership and communication; (E) Industry and
6. Mr. Rakesh Sharma
technology
(A) Business and Strategic acumen; (B) Financial; (C) Board service and governance; (D) Leadership
7. Mr. Sameer Shah
and communication
(C) Board service and governance; (D) Leadership and communication; (E) Industry and technology;
8. Mrs. Seemantinee Khot
(F) Sustainability, HSE & CSR
(A) Business and strategic acumen; (B) Financial; (C) Board service and governance; (D) Leadership
9. Mr. Gautam Doshi
and communication
(A) Business and strategic acumen; (B) Financial; (C) Board service and governance; (D) Leadership
10. Mr. Hiten Timbadia
and communication
Code of ethics – The Company has prescribed a code of ethics for its Directors and senior management. The code of ethics of the Company has
been posted on the website of the Company (www.suzlon.com). The declaration from the Group Chief Executive Officer in terms of Regulation
34(3) read with Part D of Schedule V of the Listing Regulations, stating that as of March 31, 2021 the Board members and the senior management
personnel have affirmed the compliance with the code of ethics laid down by the Company, has been included in this Report.
Code of practices and procedures for fair disclosure of unpublished price sensitive information and code of conduct to regulate, monitor
and report trading by insiders – The Company has in place the code of practices and procedures for fair disclosure of unpublished price
sensitive information (“UPSI”) and the code of conduct to regulate, monitor and report trading by insiders (“Insider Trading Code”) in terms of
Regulation 8 and 9 of SEBI (Prohibition of Insider Trading) Regulations, 2015 (“SEBI PIT Regulations”) respectively. During the year under review,
the Insider Trading Code was amended w.e.f. February 5, 2021 to bring it in conformity with the amended SEBI PIT Regulations. The Code of
practices and procedures for fair disclosure of UPSI and the Insider Trading Code of the Company have been posted on the website of the
Company (www.suzlon.com).
Familiarisation programme – In terms of the provisions of Regulation 25 of the Listing Regulations, the Company has put in place a
familiarisation programme for newly inducted Independent Directors. The same is available on the website of the Company (www.suzlon.com).
(h) determining the exercise period within which the optionee / grantee should exercise the options / apply for shares and
that options / shares would lapse on failure to exercise the same within the exercise period,
(i) specifying the time period within which the optionee / grantee shall exercise the vested options / offered shares in the
event of termination or resignation of the optionee / grantee,
(j) laying down the procedure for making a fair and reasonable adjustment to the number of options / shares and to the
exercise price in case of rights issues, bonus issues, sub-division, consolidation and other corporate actions,
(k) providing for the right to an optionee / grantee to exercise all the options / shares vested in him at one time or at various
points of time within the exercise period,
(l) laying down the method for satisfaction of any tax obligation arising in connection with the options / shares,
(m) laying down the procedure for cashless exercise of options / shares, if any,
(n) providing for the grant, vesting and exercise of options / shares in case of employees who are on long leave or whose
services have been seconded to any other Company or who have joined any other subsidiary or other company at the
instance of the employer company; and
(8) perform such other acts, deeds, matters and things as may be stipulated in terms of the Act and the Listing Regulations, and / or
such other regulatory provisions, as amended from time to time, as also as the Board of Directors of the Company may consider
think fit.
Remuneration policy and remuneration to Directors – In accordance with Section 178 of the Act and Regulation 19 of the Listing
Regulations, the ‘Board Diversity and Remuneration Policy’ as approved by the Board of Directors is available on the website of the
Company (www.suzlon.com).
Executive Directors – The remuneration paid to Executive Directors during the financial year 2020-21 is as under:
Salary (₹)
Bonus /
Name of including Retirement Notice
Gratuity (₹) Commission / Total (₹) Service Contract
Executive Director value of benefits (₹) Period
Stock option
perquisites
Five years up to
Mr. Tulsi R.Tanti1 1,96,39,605 12,42,000 5,18,400 - 2,14,00,005 -
March 31, 2022
Three years up to
Mr. Vinod R.Tanti2 1,44,35,040 8,28,000 3,36,960 - 1,56,00,000 -
September 30, 2022
1
In terms of approval granted by the shareholders of the Company at the Twenty Second Annual General Meeting held on September
22, 2017, Mr. Tulsi R.Tanti is entitled to a remuneration of ₹ 5,00,00,000/- p.a. plus incentives and perquisites for a period from April 1,
2017 to March 31, 2022. However since the Company has incurred losses during the financial year 2020-21, the remuneration paid to
Mr. Tulsi R.Tanti has been restricted to ₹ 2,14,00,005/-, i.e. within the limits prescribed under Schedule V to the Act, as permitted in
terms of the shareholders’ approval read with the applicable provisions of the Act.
2
In terms of approval granted by the shareholders of the Company at the Twenty Fourth Annual General Meeting held on September
20, 2019, Mr. Vinod R.Tanti was entitled to a remuneration of ₹ 3,20,00,000/- p.a. plus incentives and perquisites for a period from
October 1, 2019 to September 30, 2022. However since the Company has incurred losses during the financial year 2020-21, the
remuneration paid to Mr. Vinod R.Tanti for the period from July 1, 2020 to March 31, 2021 has been restricted to ₹ 1,56,00,000/-, i.e.
within the limits prescribed under Schedule V to the Act. Further, since the Company was in default in repayment of loan, no
remuneration was paid to Mr. Vinod R.Tanti for the period from April 1, 2020 to June 30, 2020.
Note: Except Mr. Tulsi R.Tanti and Mr. Vinod R.Tanti, all other Directors are Non-executive Directors.
Non-executive Directors – The Non-executive Directors are not paid any remuneration except sitting fees for attending the meetings of
the Board and / or Committees thereof which is within the limits prescribed by the Act. The details of the sitting fees paid, stock options
granted and securities held by the Non-executive Directors during the FY 21 are as under:
Stock Equity shares
Name of the Non-executive Sitting fees
options held as on Remarks
Director (₹)
granted March 31, 2021
Mr. Girish R.Tanti 6,40,000 - 10,00,19,000 -
Mr. Marc Deseadeleer 7,20,000 - - -
Mr. Per Hornung Pedersen 7,40,000 - - -
Mr. Rakesh Sharma 6,00,000 - - -
Mr. Sameer Shah 6,20,000 - - -
Mrs. Seemantinee Khot 6,20,000 - - -
Appointed as an Independent Director w.e.f.
Mr. Gautam Doshi 5,00,000 - 42,750
May 4, 2020
Appointed as a Non-executive Director
Mr. Hiten Timbadia 3,00,000 - 2,18,000
w.e.f. August 29, 2020
Note: The Non-executive Directors do not hold any convertible instruments in the Company.
Meetings and attendance – During the financial year 2020-21, the CSR Committee met once on February 3, 2021. The composition and
attendance of the members is noted below:
Name of the member Chairman / member No. of meetings attended
Mr. Tulsi R.Tanti Chairman 1 (out of 1)
Mr. Girish R.Tanti Member 1 (out of 1)
Mr. Per Hornung Pedersen Member 1 (out of 1)
Terms of reference – The broad terms of reference of CSR Committee includes the following:
(1) formulate and recommend to the Board, a Corporate Social Responsibility Policy which shall indicate the activities to be
undertaken by the Company as specified in Schedule VII to the Act, as amended, read with Rules framed thereunder;
(2) recommend the amount of expenditure to be incurred on such activities; and
(3) monitor the Corporate Social Responsibility Policy of the Company from time to time.
The Board has also approved CSR Policy which has been placed on the website of the Company (www.suzlon.com). The Annual Report
on CSR Activities as required to be given under Section 135 of the Act and Rule 8 of the Companies (Corporate Social Responsibility
Policy) Rules, 2014 has been provided in an Annexure which forms part of the Directors’ Report.
vii) Risk Management Committee – The Board of Directors has constituted a Risk Management Committee and also approved Risk
Management Policy in accordance with the provisions of the Listing Regulations which has been placed on the website of the Company
(www.suzlon.com).
Composition – As on March 31, 2021, the Risk Management Committee comprises of three members out of whom two are Executive
Directors, and the other member is the Group Chief Executive Officer. During the year under review, the Risk Management Committee
was reconstituted w.e.f. November 10, 2020 by inducting Mr. Ashwani Kumar, Group Chief Executive Officer as member in place of Mr.
J.P.Chalasani who ceased to be a member of the Risk Management Committee w.e.f. July 7, 2020. Post March 31, 2021, the Risk
Management Committee was reconstituted w.e.f. May 29, 2021 by inducting Mr. Sameer Shah, Independent Director as the member. As
on date of this Report, the Risk Management Committee comprises of four members out of whom two are Executive Directors, one is an
Independent Director and the fourth member is the Group Chief Executive Officer.
Meetings and attendance – During the FY 21, the Risk Management Committee met once on July 6, 2020. The composition and
attendance of the members is noted below:
Name of the member Chairman / member No. of meetings attended
Mr. Tulsi R.Tanti Chairman 1 (out of 1)
Mr. Vinod R.Tanti Member 1 (out of 1)
Mr. J.P.Chalasani1 Member 1 (out of 1)
2
Mr. Ashwani Kumar Member N.A.
Mr. Sameer Shah3 Member N.A.
1
Ceased to be a member w.e.f. July 7, 2020
2
Inducted as a member w.e.f. November 10, 2020
3
Inducted as a member w.e.f. May 29, 2021
Terms of reference – The broad terms of reference of Risk Management Committee includes the following:
(1) To formulate a detailed risk management policy which shall include (a) a framework for identification of internal and external
risks specifically faced by the listed entity, in particular including financial, operational, sectoral, sustainability (particularly, ESG
related risks), information, cyber security risks or any other risk as may be determined by the Committee (b) measures for risk
mitigation including systems and processes for internal control of identified risks (c) business continuity plan;
(2) To ensure that appropriate methodology, processes and systems are in place to monitor and evaluate risks associated with the
business of the Company;
(3) To monitor and oversee implementation of the risk management policy, including evaluating the adequacy of risk management
systems;
(4) To periodically review the risk management policy, at least once in two years, including by considering the changing industry
dynamics and evolving complexity;
(5) To keep the board of directors informed about the nature and content of its discussions, recommendations and actions to be
taken;
(6) The appointment, removal and terms of remuneration of the Chief Risk Officer (if any) shall be subject to review by the Risk
Management Committee;
(7) To deal with such other functions, inter alia including cyber security and monitoring and reviewing of the risk management plan,
and would have such role and responsibilities as may be required and stipulated in terms of the Listing Regulations / the Act and
as may be specified by the Board of Directors from time to time.
4. General body meetings
i) Details of last three annual general meetings (“AGM”) – The details of the last three AGMs of the Company are noted below:
During the previous year, in terms of notice dated February 27, 2020, the Company had convened an extra ordinary general meeting
(“EGM”) of the shareholders of the Company which was scheduled to be held on March 24, 2020. However, the EGM could not be held
on the scheduled date in light of nationwide lock down imposed in view of the pandemic situation of COVID-19 and was postponed twice
and eventually cancelled on April 15, 2020. The Company then initiated postal ballot process for obtaining the approval of the
shareholders for all the items as were proposed to be considered at the EGM, the details of which are given below.
ii) Details of resolutions passed by way of postal ballot – None of the resolutions proposed for the ensuing Annual General Meeting
need to be passed through postal ballot. During the year under review, the Company had conducted postal ballot process in terms of
Postal Ballot Notice dated April 18, 2020 for obtaining approval of shareholders on various matters. Mr. Ravi Kapoor, Practicing
Company Secretary (Membership No.F2587 and Certificate of Practice No.2407), Ahmedabad, was appointed as the Scrutinizer for
conducting the Postal Ballot process in a fair and transparent manner. As per the Scrutinizer’s report, following is the summary of the
voting results:
Sr. Agenda Items of the Postal Ballot Notice dated Resolution Votes in Votes
Result
No. April 18, 2020 required favour against
To approve issue of equity shares / equity linked Special 239,63,09,903 85,63,281 Passed with requisite
6.
instruments Resolution (99.64%) (0.36%) majority
To approve divestment / dilution / disposal of the Special 228,37,12,103 12,09,21,593 Passed with requisite
7.
Company's investment(s) / asset(s) / undertaking(s) Resolution (94.97%) (5.03%) majority
To approve issue of equity shares of the Company
on preferential basis to the Promoters and certain Special 239,60,91,514 87,45,122 Passed with requisite
8.
persons / entities in terms of the Companies Act, Resolution (99.64%) (0.36%) majority
2013 and the ICDR Regulations
Sr. Agenda Items of the Postal Ballot Notice dated Resolution Votes in Votes
Result
No. April 18, 2020 required favour against
xviii) Disclosures in relation to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal), Act, 2013 –
The details are as under:
Sr. No. Particulars No. of cases
a. No. of complaints filed during the financial year 2020-21 Nil
b. No. of complaints disposed of during the financial year 2020-21 Nil
c. No. of complaints pending as on end of the financial year 2020-21 Nil
ix) Performance of share price of the Company in comparison with broad-based indices:
a) Comparison of the Company’s share price with NSE Nifty
Nifty (LHS)
9.00
8.00
7.00
6.00
5.00
4.00
3.00
2.00
1.00
0.00
c) Comparison of the Company’s share price with BSE capital goods index
x) Registrar and Share Transfer Agent: KFin Technologies Private Limited, Unit: Suzlon Energy Limited, Selenium Tower B, Plot 31 & 32,
Financial District, Nanakramguda, Serilingampally Mandal, Hyderabad-500032. Telangana. Toll Free No. 1-800-309-4001; Website:
https://www.kfintech.com Email: einward.ris@kfintech.com. Contact person: Mr. Anandan K., Manager and Mr. Ganesh Chandra Patro,
Senior Manager.
xi) Share transfer system: The shares of the Company are compulsorily traded in dematerialised form. As mandated by SEBI, the shares of
the Company can be transferred only in dematerialised form. The Company has delegated the power of share transfer to the Registrar
and Share Transfer Agent.
All communications regarding change of address and change of mandate can be addressed to KFin Technologies Private Limited,
Hyderabad, the Company’s Registrar and Share Transfer Agent.
xii) Distribution of shareholding as on March 31, 2021:
a) Distribution of shareholding as per nominal value of shares held as on March 31, 2021
Nominal value of No. of % to total Total No. of Nominal amount % to total
shares held shareholders shareholders shares held of shares held (₹) shares
Up to 5000 10,70,643 93.15 71,29,09,749 142,58,19,498 8.38
5001-10000 38,387 3.34 29,33,12,294 58,66,24,588 3.45
10001-20000 19,977 1.74 29,14,64,106 58,29,28,212 3.43
20001-30000 7,098 0.62 17,82,53,997 35,65,07,994 2.10
30001-40000 3,294 0.29 11,68,99,796 23,37,99,592 1.37
40001-50000 2,490 0.22 11,65,98,438 23,31,96,876 1.37
50001-100000 4,130 0.36 30,30,42,225 60,60,84,450 3.56
100001 and above 3,401 0.30 649,55,32,168 1299,10,64,336 76.35
Total 11,49,420 100.00 850,80,12,773 1701,60,25,546 100.00
Mold Manufacturing unit, Plot No.306/1 & 3, Bhimpore, Nani Nacelle Cover Unit, Survey No.86/3 & 4, 87/1-3 & 4, 88/1, 2 & 3, 89/1
Daman, Panchal Industrial Estate, Daman-396210 & 2, Kadaiya Road, Daman-396210
Rotor Blade Unit, Sr. No: 125, 150, 153, and 154, Village: Rotor Blade Unit, Survey No. 289/2,290/1/2,296,297, Patwari Halka
Ipperu, Kuderu Mandal, Dist: Anantapur, Andhra Pradesh – No. 25, Village – Borali,Tehsil – Badnawar, Dist- Dhar, Madhya
515711 Pradesh 454660
xvi) List of all credit ratings obtained by the Company along with any revisions thereto during the relevant financial year 2020-21, for
all debt instruments of such entity or any fixed deposit programme or any scheme or proposal of the Company involving
mobilisation of funds, whether in India or abroad: During the year under review, the Company’s bank facilities / debt instruments
have undergone restructuring and there has been a significant change in repayment terms, and hence at the request of the Company,
CARE Ratings Limited has withdrawn the ratings assigned to the said facilities (which now stands restructured) with effect from March 8,
2021. As regard the restructured facilities (which is in place now), a ‘RP-4’ rating has been assigned by the CRISIL and India Ratings &
Research, the rating agencies appointed by the consortium of lenders, to the Resolution Plan of the Company.
xvii) Address for correspondence: Registered Office: “Suzlon”, 5, Shrimali Society, Near Shri Krishna Complex, Navrangpura, Ahmedabad-
380009, Gujarat, India; Tel.: +91.79.6604 5000; Fax: +91.79.2656 5540; Email: investors@suzlon.com; Website: www.suzlon.com.
Dear Sirs,
Sub.: Declaration regarding compliance with the Code of Ethics of the Company.
Ref.: Regulation 34(3) read with Part D of Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015.
I, Ashwani Kumar, Group Chief Executive Officer of Suzlon Energy Limited, hereby declare that, as of March 31, 2021, the Board Members and Senior
Management Personnel have affirmed compliance with the Code of Ethics laid down by the Company.
Thanking you,
Yours faithfully,
For Suzlon Energy Limited
-sd-
Ashwani Kumar,
Group Chief Executive Officer.
________________________________________________________________________________________________________________________________
TO THE MEMBERS OF
Suzlon Energy Limited
INDEPENDENT AUDITOR’S CERTIFICATE ON CORPORATE GOVERNANCE
This certificate is issued in accordance with the terms of our engagement letter reference no SN/ 2020-21/44 dated 02 February 2021.
We, Deloitte Haskins & Sells LLP, Chartered Accountants the Statutory Auditors of Suzlon Energy Limited ("the Company"), have examined the
compliance of conditions of Corporate Governance by the Company, for the year ended on March 31, 2021, as stipulated in regulations 17 to 27 and
clauses (b) to (i) of regulation 46(2) and para C and D of Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the
Listing Regulations).
Managements' Responsibility
The compliance of conditions of Corporate Governance is the responsibility of the Management. This responsibility includes the design, implementation
and maintenance of internal control and procedures to ensure the compliance with the conditions of the Corporate Governance stipulated in Listing
Regulations.
Auditor's Responsibility
Our responsibility is limited to examining the procedures and implementation thereof, adopted by the Company for ensuring compliance with the
conditions of the Corporate Governance. It is neither an audit nor an expression of opinion on the financial statements of the Company.
We have examined the books of account and other relevant records and documents maintained by the Company for the purposes of providing
reasonable assurance on the compliance with Corporate Governance requirements by the Company.
We have carried out an examination of the relevant records of the Company in accordance with the Guidance Note on Certification of Corporate
Governance issued by the Institute of the Chartered Accountants of India (the ICAI), the Standards on Auditing specified under Section 143(10) of the
Companies Act 2013, in so far as applicable for the purpose of this certificate and as per the Guidance Note on Reports or Certificates for Special
Purposes issued by the ICAI which requires that we comply with the ethical requirements of the Code of Ethics issued by the ICAI.
We have complied with the relevant applicable requirements of the Standard on Quality Control (SQC) 1, Quality Control for Firms that Perform Audits and
Reviews of Historical Financial Information, and Other Assurance and Related Services Engagements.
Jayesh Parmar
Partner
Place : Mumbai (Membership No.106388)
Date : June 29, 2021 (UDIN: 21106388AAAACH4328)
SINESS
ES ONSI ILIT E O T
BUSINESS
RESPONSIBILITY
Ethics,
Transparency
Customer and
Value Accountability
Inclusive Products
Growth Lifecycle
Sustainability
Policy Employees
Advocacy Wellbeing
Stakeholder
Environment Engagement
Human
Rights
Sr.
Particulars Details
No.
4. Website www.suzlon.com
5. E-mail id investors@suzlon.com
6. Financial year reported April 1, 2020 to March 31, 2021
Sector(s) that the Company is engaged in (industrial activity Manufacture and sale of wind turbine generators and related components
7.
code-wise) (NIC Code – 27101)
List of three key product / services that the Company 1. Sale of wind turbine generators and related components
8. manufactures / renders 2. Operation and maintenance of wind turbine generators
(as mentioned in balance sheet) 3. Project execution and site infrastructure development
Markets served by the Company – The Company along with its subsidiaries operates in 18 countries across 6
10.
local / state / national / international continents
Sr.
Particulars Details as on March 31, 2021
No.
1. Paid-up capital (INR) ₹ 1701.60 Crore divided into 850,80,12,773 equity shares of ₹ 2/- each
Total spending on Corporate Social Responsibility (CSR) as Refer annexure to Directors' Report – Annual Report on CSR activities
4.
percentage of profit after tax (%) forming part of this Annual Report
List of activities in which expenditure in point 4 has been Refer annexure to Directors' Report – Annual Report on CSR activities
5.
incurred forming part of this Annual Report
Yes, for list of subsidiaries, refer to Form AOC-1 forming part of this
1. Does the Company have any subsidiary company(ies)?
Annual Report
SECTION D: BR INFORMATION
1. Details of Directors / Persons responsible for BR:
a) Details of Directors responsible for implementation of the BR policy / policies: Mr. Vinod R.Tanti, the Wholetime Director & Chief
Operating Officer, oversees the implementation of BR Initiatives in consultation with various functional heads including the CSR head.
b) Details of the BR Head:
Sr.
Particulars Details
No.
1. DIN (if applicable) 00002266
2. Name Mr. Vinod R.Tanti
3. Designation Wholetime Director & Chief Operating Officer
4. Telephone number 020-67022000
5. E-mail id investors@suzlon.com
Sr.
Questions P1 P2 P3 P4 P5 P6 P7 P8 P9
No.
1. Do you have a policy for …. Yes
Has the policy being formulated in consultation with The corporate governance policies have been formulated in
2.
the relevant stakeholder? consultation with the management of the Company
b) If answer to the question at serial number 2(a)(1) against any principle is ‘No’, please explain why:
(Tick up to 2 options):
Sr.
Questions P1 P2 P3 P4 P5 P6 P7 P8 P9
No.
Not Applicable
The Company does not have financial or manpower
3.
resources available for the task
3. Governance related to BR :
a) Indicate the frequency with which the Board of Directors, Committee of the Board or CEO assess the BR performance of the
Company. Within 3 months, 3-6 months, annually, more than 1 year: The BR performance of the Company is being assessed
periodically by the Senior Management and assessing a BR performance is a continuously evolving process.
b) Does the Company publish a BR or a Sustainability Report? What is the hyperlink for viewing this report? How frequently it is
published?: The Company has published its first Sustainability Report for the financial year 2017-18 which is available on the website of
the Company (www.suzlon.com). The Company is furnishing the Business Responsibility Report annually since the financial year 2016-
17.
SECTION E: PRINCIPLE-WISE PERFORMANCE:
Principle 1: Business should conduct and govern themselves with ethics, transparency and accountability
1. Does the policy relating to ethics, bribery and corruption cover only the Company? Does it extend to the group / joint ventures /
suppliers / contractors / NGOs / others?: The policy relating to ethics, bribery and corruption covers the Company and its subsidiaries.
2. How many stakeholder complaints have been received in the past financial year and what percentage was satisfactorily resolved by the
management? If so, provide details thereof, in about 50 words or so: 21 complaints pertaining to ethics, transparency and accountability were
received during the year under review; of which 47.62% were resolved during the year and remaining are under review since offices remained
virtually closed due to lock down declared on account of COVID-19 pandemic.
Principle 2: Business should provide goods and services that are safe and contribute to sustainability throughout their life cycle
1. List up to 3 of your products or services whose design has incorporated social or environmental concerns, risks and / or opportunities:
• Scrap generated during manufacture and after completion of useful life of rotor blades is disposed off responsibly.
• Dust extraction system is in place to avoid release of dust into environment during rotor blades manufacturing process.
• Painting process for tower manufacture is designed in such a way that, there is no air pollution as a result of this activity.
2. For each such product, provide the following details in respect of resource use (energy, water, raw material etc.) per unit of product
(optional): (a) Reduction during sourcing / production / distribution achieved since the previous year throughout the value chain? (b)
Reduction during usage by consumers (energy, water) has been achieved since the previous year?: The Company has continuous focus
on reduction in energy consumption, water conservation and other environmental issues. The Company has also tied-up with cement plants for
using scrap generated during production of rotor blade manufacturing as fuel. Thus, the emissions are also avoided at the co-processor’s
facility by replacing coal with the blade waste for fuel in their cement kilns. For further details please refer to Management Discussion and
Analysis Report forming part of this Annual Report.
3. Does the Company have procedures in place for sustainable sourcing (including transportation)? If yes, what percentage of your inputs
was sourced sustainably? Also, provide details thereof, in about 50 words or so: Within supply chain, all vendors and suppliers are
screened and only those vendors and suppliers that are compliant with social and environmental standards such as ISO 14001, ISO 19001
OHSAS 18001, as may be applicable, are considered.
4. Has the Company taken any steps to procure goods and services from local & small producers, including communities surrounding
their place of work? If yes, what steps have been taken to improve their capacity and capability of local and small vendors?: The
Company along with its subsidiaries operates in very remote locations. Hence, the infrastructure facilities for its workforce are created at these
locations. Suzlon generally promotes local vendors in the vicinity, to supply necessary goods, services and labour force required to complete
projects and to operate the assets created for customers. It also creates job opportunities for the localities in which it operates.
5. Does the Company have a mechanism to recycle products and waste? If yes, what is the percentage of recycling of products and waste
(separately as <5%, 5-10%, >10%). Also, provide details thereof, in about 50 words or so: Disposal is viewed as the last option in the
management of waste. If it is not practical to avoid, re-use or recycle, the waste is removed from site by a suitably qualified and experienced
approved waste contractor / vendor and disposed off to a facility that accepts that specific category of waste. To further ensure compliance with
the waste management system, the following measures are carried out:
• inspect waste receptacles to check that materials are segregated and recycled as appropriate;
• alternate use of waste materials are explored prior to disposal on continuous basis to ensure disposal at minimum level; and
• inspection of site waste management is practiced into regular site health, safety and environmental audits.
Principle 3: Business should promote the wellbeing of all employees
1. Please indicate the total number of employees as at the end of the financial year under review: The Company has 1,638 permanent
employees as at the end of the year under review.
2. Please indicate the total number of employees hired on temporary / contractual / casual basis as at the end of the financial year under
review: The Company has 357 employees hired on temporary / contractual / casual basis as at the end of the year under review.
3. Please indicate the number of permanent women employees as at the end of the financial year under review: The Company has 84
permanent women employees as at the end of the year under review.
4. Please indicate the number of permanent employees with disabilities as at the end of the financial year under review: None (based on
self-declaration)
5. Do you have an employee association that is recognised by management?: No.
6. What percentage of your permanent employees are members of this recognized employee association as at the end of the financial
year under review?: N.A.
7. Please indicate the number of complaints relating to child labour, forced labour, involuntary labour, sexual harassment in the last
financial year and pending, as on the end of the financial year:
Principle 7: Business, when engaged in influencing public and regulatory policy, should do so in a responsible manner
1. Is your Company a member of any trade and chamber or association? If yes, name only those major ones that your business deals with: Yes.
Sr. No. Particulars
(a) The Indian Wind Turbines Manufacturers Association (IWTMA)
(b) Confederation of Indian Industry (CII)
(c) Federation of Indian Chambers of Commerce & Industry (FICCI)
(d) Indian Wind Power Association (IWPA)
(e) US-India Business Council (USIBC)
(f) World Forum Offshore Wind (WFO)
(g) Indian Renewable Energy Alliance (IREA)
2. Have you advocated / lobbied through above associations for the advancement or improvement of public good? If yes, specify the
broad areas (drop box: governance and administration, economic reforms, inclusive development policies, energy security, water,
food security, sustainable business principles, others): The Company, being a member of various industry associations, has been raising
concerns at appropriate forums for the improvement of public good.
Principle 8: Business should support inclusive growth and equitable development
1. Does the Company have specified programmes / initiatives / projects in pursuit of the policy related to Principle 8? If yes, details
thereof: Yes, Suzlon has specific programs, initiatives and projects in pursuit of the CSR policy:
• Transformative CSR: All programs designed towards promoting responsible citizenship;
• Proactive CSR: All programs that have outcomes beyond the business boundaries and contribute to the sustainability of the planet are
proactive CSR programs;
• Responsive CSR: Suzlon believes that it has responsibility to enhance financial, natural, social, human and physical resources around its
operating area. In order to respond to the inclusive growth and equitable development Suzlon reaches out to the residents in over 800
immediate neighbourhood villages where its turbines and factories are located with specific programs and initiatives that have short,
mid and long term impacts.
The long term expected impact of the CSR program in the remote rural areas is to form, strengthen and institutionalise the Village
Development Committees (VDC). These empowered community-based institutions will over a period of time steer the development process of
the village when Suzlon’s CSR exits from the village to focus on other unmet strategic development needs of the area. The VDC is formed to
bring collectivism in the village. The VDC then undertakes a journey through a 7 (seven) stage social engineering and behaviour change process
through a systematic handholding with knowledge, awareness, skills and network connects as under:
VDC empowers
07
near by villages
VDC is
06 financially
VDC is independent
05 opera onally
VDC is independent
04 supported
for social
03 VDC business
VDC monitors
VDC 02
01 par cipate
No formed
00 VDCs in PIC
The mid-term expected impact of the CSR program is to address other significant but unarticulated need of the most neglected persons of the
community as mentioned under Principle 4.
The immediate expected impact is the integrated development of the community, by conducting activities that address the immediate basic
needs of the entire village. The basket of interventions is very diverse, unique and customised for each and every village depending on the
needs of its people. The implementation is through complete community participation harnessing available traditional local know-how and
modern practices. Each of the activities conducted under the CSR program are categorised into one of the six thematic areas of environment,
livelihood, health, education, empowerment and civic amenities.
2. Are the programmes / projects undertaken through in-house team / own foundation / external NGO / government structures / any other
organization?: Suzlon Foundation established in 2007 under Section 25 of the Companies Act, 1956 (Section 8 of the Companies Act, 2013) is
the implementing arm of Suzlon’s CSR. Suzlon Foundation implements the program directly or by engaging credible local NGO partners.
3. Have you done any impact assessment of your initiative?: A third party external impact assessment is done at periodic intervals. Last
external impact assessment was carried out in the financial year 2017-18. In the financial year 2019-20, a third party assessment was done for
only one project. In the financial year 2020-21, a third party assessment was not done.
4. What is your Company’s direct contribution to community development projects; Amount in INR and the details of the projects
undertaken?: For details, refer annexure to Directors’ Report – Annual Report on CSR activities forming part of this Annual Report.
5. Have you taken steps to ensure that this community development initiative is successfully adopted by the community? Please explain
in 50 words, or so: Suzlon believes in sustainability of initiatives and uses the empowerment approach to community development.
STANDALONE
FINANCIAL STATEMENTS
INDEPENDENT AUDITOR S REPORT
To The Members of Su lon Energy Limited
Report on the Audit of the Standalone Financial Statements
Opinion
We have audited the accompanying standalone financial statements of Suzlon Energy Limited (“the Company”), which comprise the Balance Sheet as at 31
March 2021 and the Statement of Profit and Loss (including Other Comprehensive Income), the Statement of Cash Flows and the Statement of Changes in
Equity for the year then ended, and a summary of significant accounting policies and other explanatory information in which are incorporated the Returns for
the year ended on that date audited by the branch auditors of the Company’s branches located at Germany and the Netherlands.
In our opinion and to the best of our information and according to the explanations given to us, and based on the consideration of reports of the branch
auditors on financial information of the branches referred to in the Other Matters section below, the aforesaid standalone financial statements give the
information required by the Companies Act, 2013 (“the Act”) in the manner so required and give a true and fair view in conformity with the Indian
Accounting Standards prescribed under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended, (“Ind
AS”) and other accounting principles generally accepted in India, of the state of affairs of the Company as at 31 March 2021, and its loss, total
comprehensive loss, its cash flows and the changes in equity for the year ended on that date.
Basis for Opinion
We conducted our audit of the standalone financial statements in accordance with the Standards on Auditing specified under section 143(10) of the Act (SAs).
Our responsibilities under those Standards are further described in the Auditor’s Responsibility for the Audit of the Standalone Financial Statements section
of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India (ICAI)
together with the ethical requirements that are relevant to our audit of the standalone financial statements under the provisions of the Act and the Rules
made thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the ICAI’s Code of Ethics. We believe
that the audit evidence obtained by us and the audit evidence obtained by the branch auditors in terms of their reports referred to in the Other Matters
section below, is sufficient and appropriate to provide a basis for our audit opinion on the standalone financial statements.
Emphasis of Matter
We draw attention to note 2.5 (b) of the standalone financial statements, which describes the undetermined circumstances relating to the COVID 19
pandemic and its implications on the management’s assessment of the Company’s ability to generate sufficient cash flows to meet its financial
obligations in the foreseeable future under such undetermined circumstances.
Our opinion is not modified in respect of this matter.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the standalone financial statements of
the current year. These matters were addressed in the context of our audit of the standalone financial statements as a whole, and in forming our opinion
thereon, and we do not provide a separate opinion on these matters. We have determined the matters described below to be the key audit matters to be
communicated in our report.
Sr. No. Key Audit Matter Auditor s Response
1 Impairment of investment in equity shares of, and Inter Corporate We performed the following principal audit procedures in relation to
Deposits given to SE Forge Limited, Su lon Gujarat Wind Park management’s estimation of recoverable amount of investments in and
Limited and Su lon Power Infrastructure Limited. Refer to Notes inter corporate deposits given to SEFL, SGWPL and SPIL:
12 and 14 to the standalone financial statements. a) Evaluated the design and implementation and tested the operating
As at 31 March 2021, the carrying amount of investment in equity effectiveness of the controls relating to management’s assessment
shares of and Inter Corporate deposits given to SE Forge Limited of impairment indicators and estimation of recoverable amount of
(‘SEFL’), Suzlon Gujarat Wind Park Limited (‘SGWPL’) and Suzlon investments in and inter corporate deposits given to SEFL, SGWPL
Power Infrastructure Limited (‘SPIL’) amounted to Rs. 581 crores net and SPIL.
off impairment losses of Rs. 2,865 crores. The management at each b) Evaluated the information based on which the impairment
reporting date assesses if there are any further indicators that the indicators are identified such as financial conditions, order in hands,
investment in and inter corporate deposits given to the subsidiaries market condition in which these entities operates.
are impaired and, if indicators exist, performs an impairment analysis
c) Evaluated the cash flow projection by verifying key inputs such as
on these investments and Inter corporate deposits by making an
orders in hand, comparing with industry information and against
estimate of recoverable amount, being the higher of fair value less
historical figures, performed retrospective review and sensitivity on
costs to sell and value in use.
the key inputs.
The recoverable amount of the investment in and Inter corporate
d) Involved valuation experts to assist in
deposits given to subsidiaries are assessed based on complex
assumptions that require the management to exercise their judgment Evaluation of the appropriateness of the model adopted for
such as future expected revenue, future expected revenue growth impairment assessment;
rate, gross margins, future cash flows, determination of historical Evaluation of key assumptions including discount rates, long
trends and the most appropriate discount rate. As a result, the term growth rate based on assessment of information
Company recorded a total impairment as on 31 March 2021 of Rs. available in public domain; and
2,865 crores (for the year ended 31 March 2021 Nil) against these Performing sensitivity analysis around the key assumptions, to
investments and Inter corporate deposits. ascertain the extent of change in those assumptions that either
We focused on this area due to significant carrying amount of the individually or collectively would be required for the
investments in and inter corporate deposits given to SEFL, SGWPL investments in and Inter corporate deposits given to SEFL,
and SPIL and the significant management judgement and estimates SGWPL and SPIL to be impaired.
involved in making an estimate of the recoverable amount. e) Evaluated disclosures made in the Standalone financial statements
and the related compliance with the requirements of the applicable
accounting standards.
3 Recoverability and valuation of allowance for impairment of We performed the following principal audit procedures in relation to recoverability
certain overdue Trade receivables and other financial assets of overdue trade receivables and PE receivables of the Company:
Power evacuation infrastructure receivables (‘PE a) Evaluated the design and implementation of the control relating to
receivables’). Refer Notes 13 and 15 of standalone financial management’s assessment of recoverability and determination of
statements. expected credit loss of overdue trade receivables and PE receivables.
The Company had overdue Trade Receivables of Rs. 298 Crores b) Tested the operating effectiveness of control relating to management’s
which are outstanding for more than 365 days (‘overdue trade assessment of recoverability and determination of expected credit loss of
receivables’) and PE receivables of Rs. 134 Crores as on 31 March overdue trade receivables and PE receivables.
2021. c) Evaluated reasonableness of the method, assumptions and judgements
We focused on this area due to the significance of management used by the management with respect to recoverability and determination
judgements adopted in assessing the recoverability of overdue of expected credit loss of overdue trade receivables and PE receivables.
trade receivables, PE receivables and determination of expected d) Obtain balance confirmation for selected samples and verified the
credit loss reconciliation for differences, if any.
e) Obtained the list of long outstanding receivables and assessed the
recoverability of these through inquiry with the management and by
obtaining sufficient corroborative evidence to support the conclusion.
f) Determine the net exposure after considering the other liabilities payable
such as liquidated damages, Provision of Doubtful debt, claims payables to
each debtors.
g) Assessed the profile of trade receivables and the economic environment
applicable to these trade receivables. Evaluated the simplified approach
applied by the Company to identify lifetime expected credit losses. In doing
so, tested the historical provision rates and an evaluation was carried out
for the need for it to be adjusted to reflect relevant, reasonable and
supportable information about expected recoveries in the future.
h) Compared receipts from debtors after the financial year-end relating to
trade receivable balances as at 31 March 2021 with bank statements and/or
relevant underlying documentation for selected samples.
4 Accounting of Term Loans, Optionally Convertible We performed the following principal audit procedures in relation to accounting
Debenture, Equity share and warrants and Financial of resolution plan and the treatment of resultant difference arising from the such
liabilities towards Compulsory Convertible Preference restructuring:
Shares issued by Suzlon Global services as per Framework a) Evaluated the design and implementation and tested the operating
Restructuring Agreements (“FRA”). Refer notes 21, 22 and 23 effectiveness of the control relating to accounting and measurement of
of the standalone financial statements. Term loans, OCD, Shares and warrants and financial liabilities towards
The Company during the year entered in to a Framework CCPS and resultant difference on extinguishment of original borrowings as
restructuring agreement ('FRA') to give effect to the debt resolution per the terms of FRA.
plan with its lenders effective from 30 June 2020 (Effective date). b) Involved internal valuation expert to assist in Valuation of financial
As a result, debts aggregating Rs. 12,153 Crores (‘original liabilities towards CCPS:
borrowings’) of "Suzlon - The Group" which comprises of Suzlon • Evaluation of appropriateness of management’s assessments of each
Energy Limited, 3 Subsidiaries i.e. Suzlon Global Services exit option and liability arising thereof;
Limited, Suzlon Power Infrastructure Limited, Suzlon Gujarat • Evaluation of the appropriateness of the model adopted for
Wind Park Limited and a joint venture i.e. Suzlon Generators determining the value of the liability;
Limited, were restructured as below:
• Evaluation of key assumptions including discount rates, long term growth
a) Term loan of Rs. 3,600 Crores (includes Rs. 3,563 Crores rate based on assessment of information available in public domain; and
pertaining to the Company),
• Performing sensitivity analysis around the key assumptions, to ascertain
b) Optionally Convertible Debentures (‘OCD’) of Rs. 4,100 the extent of change in those assumptions that either individually or
Crores issued by the Company, collectively would be required for fair valuation of exit option liability.
c) Issue of equity shares and share warrants of the Company and c) Evaluated the allocation of probability towards various options liability.
d) Issue of Compulsory Convertible Preference Shares ('CCPS') by d) Involved experts to assist in accounting of option liability and difference on
Suzlon Global Services Limited (a subsidiary of the Company) of extinguishment of original borrowing.
Rs. 4,453 Crores (‘financial liabilities towards CCPS’).
Saira Nainar
Partner
Place : Mumbai Membership No. 040081
Date : 29 June 2021 UDIN: 21040081AAAACR8163
Saira Nainar
Partner
Place : Mumbai Membership No. 040081
Date : 29 June 2021 UDIN: 21040081AAAACR8163
Commissioner of Customs
Customs Act, 1962 Customer Duty 2015-16 0.12
(Appeal)
Nil
The Customs Excise and 2012-13 and 2014-15 25.55
Finance Act, 1994 Service Tax Service Tax Appellate Tribunal 2010-11 to 2013-14 5.52
There are no dues of Income Tax, Sales Tax, Value Added Tax, Excise Duty and Goods and Services Tax as on 31 March 2021, on account
of disputes.
viii. In our opinion and according to the information and explanations given to us, the Company has defaulted in the repayment of loans or
borrowings to financial institutions and banks during the year as under:
Default in repayment of
Particulars principle and interest Period of default
(Rs. in crore)
Due to Banks (including working capital loans):
Axis Bank Limited 274.23
Bank of Baroda 1,167.45
Bank of India 82.48
Central Bank of India 502.03
Corporation Bank / Union Bank of India 135.09
ICICI Bank Limited 313.90
IDBI Bank 1,571.29
Indian Overseas Bank 575.45
April, 2020 to
Punjab National Bank/ Oriental Bank of Commerce 974.72
June, 2020
Saraswat Co-operative Bank Limited 43.42
EXIM Bank 129.50
State Bank of India 4,208.22
Yes Bank Limited 109.24
Bank of Maharashtra 156.42
Dues to financial institutions:
Life Insurance Corporation of India 386.07
Power Finance Corporation Limited 1,035.00
Such defaults has been waived off on account of restructuring before the balance sheet date. Further, the Company does not have any
borrowings from Government, nor has it issued any debentures.
ix. The Company has not raised moneys by way of initial public offer or further public offer (including debt instruments) or term loans and hence
reporting under clause 3 (ix) of the Order is not applicable.
x. To the best of our knowledge and according to the information and explanations given to us, no fraud by the Company and no material fraud on
the Company by its officers or employees has been noticed or reported during the year.
xi. In our opinion and according to the information and explanations given to us, the Company has paid / provided managerial remuneration in
accordance with the requisite approvals mandated by the provisions of section 197 read with Schedule V to the Act.
xii. The Company is not a Nidhi Company and hence reporting under clause 3(xii) of the Order is not applicable.
xiii. In our opinion and according to the information and explanations given to us, the Company is in compliance with Section 177 and 188 of the Act,
where applicable, for all transactions with the related parties and the details of related party transactions have been disclosed in the standalone
financial statements etc. as required by the applicable accounting standards.
xiv. According to the information and explanations given to us, the Company has made private placement of shares during the year under review.
In respect of the above issue, we further report that:
a. the requirement of Section 42 of the Companies Act, 2013, as applicable, have been complied with; and
b. the amounts raised have been applied by the Company during the year for the purposes for which the funds were raised, other than
temporary deployment pending application.
xv. In our opinion and according to the information and explanations given to us, during the year, the Company has not entered into any non-cash
transactions with its directors or directors of its subsidiary or associate company or persons connected with them and hence provisions of
section 192 of the Act are not applicable.
xvi. The Company is not required to be registered under section 45-IA of the Reserve Bank of India Act, 1934.
Saira Nainar
Partner
Place : Mumbai Membership No. 040081
Date : 29 June 2021 UDIN: 21040081AAAACR8163
Particulars Notes As at As at
March 31, 2021 March 31, 2020
Assets
Non-current assets
Property, plant and equipment 7 461.70 507.84
Right-of-use asset 39 69.20 79.45
Capital work-in-progress 9 96.34 104.60
Investment property 10 32.64 34.67
Goodwill 8 - -
Other intangible assets 8 194.24 270.59
Intangible assets under development 11 3.52 12.30
Investments in an associate and joint venture 12 29.80 29.80
Financial assets
Investments 12 1,750.84 1,752.15
Trade receivables 13 - -
Loans 14 289.97 419.16
Other financial assets 15 345.30 228.83
Other non-current assets 16 65.22 72.58
3,338.77 3,511.97
Current assets
Inventories 17 861.93 897.14
Financial assets
Trade receivables 13 379.30 425.40
Cash and cash equivalents 18 193.65 13.42
Bank balance other than above - 22.86
Loans 14 21.28 378.14
Other financial assets 15 83.88 70.83
Current tax assets, net 4.48 4.48
Other current assets 16 436.72 355.72
1,981.24 2,167.99
Assets classified as held for sale 19 42.03 43.44
Total assets 5,362.04 5,723.40
Equity and liabilities
Equity
Equity share capital 20 1,701.60 1,063.95
Other equity 21 (5,680.43) (11,342.24)
(3,978.83) (10,278.29)
Non-current liabilities
Financial liabilities
Borrowings 22 4,292.88 653.66
Lease liabilities 39 53.01 61.54
Other financial liabilities 23 2,067.02 6.31
Provisions 24 65.17 79.88
Other non-current liabilities 25 0.77 0.89
6,478.85 802.28
Current liabilities
Financial liabilities
Borrowings 22 200.00 8,260.69
Lease liabilities 39 8.53 7.34
Trade payables 26
Total outstanding dues of micro enterprises and small enterprises 14.99 29.81
Total outstanding dues of creditors other than micro enterprises and small enterprises 1,357.46 1,128.05
Other financial liabilities 23 519.67 4,920.66
Contract liabilities 27.2 310.90 227.92
Other current liabilities 25 11.34 46.78
Provisions 24 439.13 578.16
2,862.02 15,199.41
Liabilities directly associated with assets classified as held for sale 19 - -
Total equity and liabilities 5,362.04 5,723.40
Summary of significant accounting policies 2.3
The accompanying notes are an integral part of the financial statements.
In terms of our report attached
For Deloitte Haskins & Sells LLP For and on behalf of the Board of Directors of
Chartered Accountants Suzlon Energy Limited
ICAI Firm Registration Number: 117366W/W-100018
Tulsi R. Tanti Vinod R. Tanti
Saira Nainar Chairman and Managing Director Whole Time Director and Chief Operating Officer
Partner DIN: 00002283 DIN: 00002266
Membership No.: 040081
Ashwani Kumar Geetanjali S. Vaidya
Group Chief Executive Officer Company Secretary
Membership No.: A18026
Place: Mumbai Place: Pune
Date: June 29, 2021 Date: June 29, 2021
Statement of profit and loss for the year ended March 31, 2021
All amounts in ₹ Crore, unless otherwise stated
Statement of cash flows for the year ended March 31, 2021
All amounts in ₹ Crore, unless otherwise stated
Current income tax relating to items recognised outside profit or loss is recognised either in other comprehensive income or in
equity. Current tax items are recognised in correlation to the underlying transaction either in OCI or directly in equity.
Management periodically evaluates the positions taken in the tax returns with respect to situations in which applicable tax
regulations are subject to interpretation and establishes provisions where appropriate.
Deferred tax
Deferred tax is provided using the balance sheet method on temporary differences between the tax bases of assets and
liabilities and their carrying amounts for financial reporting purposes at the reporting date.
Deferred tax liabilities are recognised for all taxable temporary differences, except:
• When the deferred tax liability arises from the initial recognition of goodwill or an asset or liability in a transaction that is not a
business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss.
• In respect of taxable temporary differences associated with investments in subsidiaries, associates and interests in joint
ventures, when the timing of the reversal of the temporary differences can be controlled and it is probable that the
temporary differences will not reverse in the foreseeable future.
Deferred tax assets are recognised for all deductible temporary differences, the carry forward of unused tax credits and any unused
tax losses. Deferred tax assets are recognised to the extent that it is probable that taxable profit will be available against which the
deductible temporary differences, and the carry forward of unused tax credits and unused tax losses can be utilised, except:
• When the deferred tax asset relating to the deductible temporary difference arises from the initial recognition of an
asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the
accounting profit nor taxable profit or loss.
• In respect of deductible temporary differences associated with investments in subsidiaries, associates and interests in joint
ventures, deferred tax assets are recognised only to the extent that it is probable that the temporary differences will reverse
in the foreseeable future and taxable profit will be available against which the temporary differences can be utilised.
The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the extent that it is no longer
probable that sufficient taxable profit will be available to allow all or part of the deferred tax asset to be utilised. Unrecognised
deferred tax assets are re-assessed at each reporting date and are recognised to the extent that it has become probable that
future taxable profits will allow the deferred tax asset to be recovered.
Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the year when the asset is realised
or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted at the reporting date.
Deferred tax relating to items recognised outside profit or loss is recognised outside profit or loss (either in other comprehensive
income or in equity). Deferred tax items are recognised in correlation to the underlying transaction either in OCI or directly in equity.
Deferred tax assets and deferred tax liabilities are offset if a legally enforceable right exists to set off current tax assets against
current tax liabilities and the deferred taxes relate to the same taxable entity and the same taxation authority.
g. Property, plant and equipment (‘PPE’)
Property, plant and equipment are stated at cost, net of accumulated depreciation and accumulated impairment loss, if any.
Such cost includes the cost of replacing part of the plant and equipment and borrowing costs for long-term construction projects
if the recognition criteria are met. When significant parts of plant and equipment are required to be replaced at intervals, the
Company depreciates them separately based on their specific useful lives.
Capital work-in-progress comprises of the cost of PPE that are not yet ready for their intended use as at the balance sheet date.
Likewise, when a major inspection is performed, its cost is recognised in the carrying amount of the plant and equipment as a
replacement if the recognition criteria are satisfied. All other repair and maintenance costs are recognised in the statement of
profit and loss when they are incurred.
Depreciation is calculated on the written down value method (‘WDV’) based on the useful lives and residual values estimated by
the management in accordance with Schedule II to the Companies Act, 2013. The identified components are depreciated
separately over their useful lives; the remaining components are depreciated over the life of the principal asset.
Depreciation is calculated on a written down value over the estimated useful lives of the assets (As per Schedule II to the
Companies Act, 2013) as follows:
Type of asset Useful lives (years)
Buildings 28 to 58
Plant and machinery 15 to 22
Moulds 15 years or useful life based on usage, whichever is higher
Wind research and measuring equipment 4
Computers and office equipment 3 to 5
Furniture and fixtures & Vehicles 10
Gains or losses arising from de recognition of property, plant and equipment are measured as the difference between the net
disposal proceeds and the carrying amount of the asset on the date of disposal and are recognised in the statement of profit and
loss when the asset is derecognised.
The residual values, useful lives and methods of depreciation of property, plant and equipment are reviewed at each financial
year end and adjusted prospectively, if appropriate.
h. Investment properties
Investment properties are measured initially at cost, including transaction costs. Subsequent to initial recognition, investment
properties are stated at cost less accumulated depreciation and accumulated impairment loss, if any.
and low value leases. For these short-term and low-value leases, the Company recognizes the lease payments as an operating
expense on a straight-line basis over the term of the lease.
Certain lease arrangements includes the options to extend or terminate the lease before the end of the lease term. ROU assets
and lease liabilities includes these options when it is reasonably certain that they will be exercised. The ROU assets are initially
recognized at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or prior to
the commencement date of the lease plus any initial direct costs less any lease incentives. They are subsequently measured at
cost less accumulated depreciation and impairment losses.
ROU assets are depreciated from the commencement date on a straight-line basis over the shorter of the lease term and useful
life of the underlying asset. ROU assets are evaluated for recoverability whenever events or changes in circumstances indicate
that their carrying amounts may not be recoverable. For the purpose of impairment testing, the recoverable amount (i.e. the
higher of the fair value less cost to sell and the value-in-use) is determined on an individual asset basis unless the asset does not
generate cash flows that are largely independent of those from other assets. In such cases, the recoverable amount is
determined for the Cash Generating Unit (CGU) to which the asset belongs.
The lease liability is initially measured at amortized cost at the present value of the future lease payments. The lease payments
are discounted using the interest rate implicit in the lease or, if not readily determinable, using the incremental borrowing rates
in the country of domicile of these leases. Lease liabilities are remeasured with a corresponding adjustment to the related ROU
asset if the Company changes its assessment of whether it will exercise an extension or a termination option.
Lease liability and ROU assets have been separately presented in the balance sheet and lease payments have been classified as
financing cash flows.
Company as a lessor
Leases in which the Company does not transfer substantially all the risks and benefits of ownership of the asset are classified as
operating leases.
Assets subject to operating leases other than land and building are included in property, plant and equipment. Lease income on
an operating lease is recognised in the statement of profit and loss on a straight-line basis over the lease term. Costs, including
depreciation, are recognised as an expense in the statement of profit and loss.
l. Inventories
Inventories of raw materials including stores and spares and consumables, packing materials, semi-finished goods,
components, work-in-progress, project work-in-progress and finished goods are valued at the lower of cost and estimated net
realisable value. Cost is determined on weighted average basis.
The cost of work-in-progress, project work-in-progress, semi-finished goods and finished goods includes the cost of material,
labour and a proportion of manufacturing overheads.
Stock of land and land lease rights is valued at lower of cost and estimated net realisable value. Cost is determined on weighted
average basis.
Net realisable value is the estimated selling price in the ordinary course of business, less estimated costs of completion and the
estimated costs necessary to make the sale.
m. Provisions
General
Provisions are recognised when the Company has a present obligation (legal or constructive) as a result of a past event, it is
probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable
estimate can be made of the amount of the obligation.
If the effect of the time value of money is material, provisions are discounted using a current pre-tax rate that reflects, when
appropriate, the risks specific to the liability. When discounting is used, the increase in the provision due to the passage of time
is recognised as a finance cost.
Liquidity damages
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.
Operation, maintenance and warranty provisions
Operation, maintenance and warranty ('O&M') represents the expected liability on account of field failure of parts of Wind
Turbine Generators (‘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.
n. Retirement and other employee benefits
Retirement benefits in the form of provident fund, employee state insurance and superannuation fund are defined contribution
schemes. The Company has no obligation other than the contribution payable to the funds and the contribution payable to fund
is recognised as an expense, when an employee renders the related service. If the contribution payable to the scheme for
service received before the balance sheet date exceeds the contribution already paid, the deficit payable to the scheme is
recognised as a liability after deducting the contribution already paid. If the contribution already paid exceeds the contribution
due for services received before the balance sheet date, then excess is recognized as an asset to the extent that the pre-
payment will lead to, for example, a reduction in future payment or a cash refund.
Retirement benefits in the form of gratuity is defined benefit obligations and is provided for on the basis of an actuarial valuation,
using projected unit credit method as at each balance sheet date.
applies are classified as at FVTPL. For all other equity instruments, the Company may make an irrevocable election to present in
other comprehensive income subsequent changes in the fair value. The Company makes such election on an instrument by-
instrument basis. The classification is made on initial recognition and is irrevocable.
If the Company decides to classify an equity instrument as at FVTOCI, then all fair value changes on the instrument, excluding
dividends, are recognized in the OCI. There is no recycling of the amounts from OCI to statement of profit and loss, even on sale
of investment. However, the Company may transfer the cumulative gain or loss within equity.
Equity instruments included within the FVTPL category are measured at fair value with all changes recognized in the statement
of profit and loss.
Investment in equity shares, compulsorily convertible debentures (‘CCD’) and compulsorily convertible preference shares of
subsidiaries, associates and joint ventures have been measured at cost less impairment allowance, if any.
De-recognition
A financial asset (or, where applicable, a part of a financial asset or part of a Company of similar financial assets) is primarily
derecognised (i.e. removed from the Company’s balance sheet) when:
• The rights to receive cash flows from the asset have expired, or
• The Company has transferred its rights to receive cash flows from the asset or has assumed an obligation to pay the
received cash flows in full without material delay to a third party under a ‘pass-through’ arrangement; and either:
a. the Company has transferred substantially all the risks and rewards of the asset, or
b. The Company has neither transferred nor retained substantially all the risks and rewards of the asset, but has
transferred control of the asset.
When the Company has transferred its rights to receive cash flows from an asset or has entered into a pass-through
arrangement, it evaluates if and to what extent it has retained the risks and rewards of ownership. When it has neither
transferred nor retained substantially all of the risks and rewards of the asset, nor transferred control of the asset, the Company
continues to recognise the transferred asset to the extent of the Company’s continuing involvement. In that case, the Company
also recognises an associated liability. The transferred asset and the associated liability are measured on a basis that reflects the
rights and obligations that the Company has retained.
Continuing involvement that takes the form of a guarantee over the transferred asset is measured at the lower of the original
carrying amount of the asset and the maximum amount of consideration that the Company could be required to repay.
Impairment of financial assets
In accordance with Ind AS 109, the Company applies expected credit loss (ECL) model for measurement and recognition of
impairment loss on the following financial assets and credit risk exposure:
a. Financial assets that are debt instruments, and are measured at amortised cost e.g., loans, debt securities, deposits,
trade receivables and bank balance
b. Financial assets that are debt instruments and are measured as at FVTOCI
c. Trade receivables or any contractual right to receive cash or another financial asset that result from transactions that are
within the scope of Ind AS 115 Revenue from contracts with customers
d. Loan commitments which are not measured as at FVTPL
e. Financial guarantee contracts which are not measured as at FVTPL
The Company follows ‘simplified approach’ for recognition of impairment loss allowance on trade receivables or contract
revenue receivables. The application of simplified approach does not require the Company to track changes in credit risk.
Rather, it 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. If credit risk has not increased significantly, 12-month ECL is
used to provide for impairment loss. However, if credit risk has increased significantly, lifetime ECL is used. If, in a subsequent
period, credit quality of the instrument improves such that there is no longer a significant increase in credit risk since initial
recognition, then the entity reverts to recognising impairment loss allowance based on 12-month ECL.
Lifetime ECL are the expected credit losses resulting from all possible default events over the expected life of a financial
instrument. The 12-month ECL is a portion of the lifetime ECL which results from default events that are possible within 12 months
after the reporting date.
ECL is the difference between all contractual cash flows that are due to the Company in accordance with the contract and all the
cash flows that the entity expects to receive (i.e., all cash shortfalls), discounted at the original EIR. When estimating the cash
flows, an entity is required to consider:
• All contractual terms of the financial instrument (including prepayment, extension, call and similar options) over the
expected life of the financial instrument. However, in rare cases when the expected life of the financial instrument cannot
be estimated reliably, then the entity is required to use the remaining contractual term of the financial instrument.
• Trade receivables do not carry any interest and are stated at their nominal value as reduced by appropriate allowances
for estimated irrecoverable amounts. Estimated irrecoverable amounts are based on the ageing of the receivables
balance and historical experience. Individual trade receivables are written off when management deems them not to be
collectible.
ECL impairment loss allowance (or reversal) recognised during the period is recognised as income / expense in the statement of
profit and loss. This amount is reflected under the head ‘other expenses’ in the profit and loss. The balance sheet presentation
for various financial instruments is described below:
If the hybrid contract contains a host that is a financial asset within the scope of Ind AS 109, the Company does not separate
embedded derivatives. Rather, it applies the classification requirements contained in Ind AS 109 to the entire hybrid contract.
Derivatives embedded in all other host contracts are accounted for as separate derivatives and recorded at fair value if their
economic characteristics and risks are not closely related to those of the host contracts and the host contracts are not held for
trading or designated at fair value though profit or loss. These embedded derivatives are measured at fair value with changes in
fair value recognised in profit or loss, unless designated as effective hedging instruments.
Reclassification of financial assets and liabilities
The Company determines classification of financial assets and liabilities on initial recognition. After initial recognition, no
reclassification is made for financial assets which are equity instruments and financial liabilities. For financial assets which are
debt instruments, a reclassification is made only if there is a change in the business model for managing those assets. Changes
to the business model are expected to be infrequent. The Company’s senior management determines change in the business
model as a result of external or internal changes which are significant to the Company’s operations. Such changes are evident to
external parties. A change in the business model occurs when the Company either begins or ceases to perform an activity that is
significant to its operations. If the Company reclassifies financial assets, it applies the reclassification prospectively from the
reclassification date which is the first day of the immediately next reporting period following the change in business model. The
Company does not restate any previously recognised gains, losses (including impairment gains or losses) or interest.
Offsetting of financial instruments
Financial assets and financial liabilities are offset and the net amount is reported in the balance sheet if there is a currently
enforceable legal right to offset the recognised amounts and there is an intention to settle on a net basis, to realise the assets
and settle the liabilities simultaneously.
p. Derivative financial instruments and hedge accounting
Initial recognition and subsequent measurement
The Company uses derivative financial instruments, such as forward currency contracts to hedge its foreign currency risks. Such
derivative financial instruments are initially recognised at fair value on the date on which a derivative contract is entered into and
are subsequently re-measured at fair value. Derivatives are carried as financial assets when the fair value is positive and as
financial liabilities when the fair value is negative.
The purchase contracts that meet the definition of a derivative under Ind AS 109 are recognised in the statement of profit and
loss. Commodity contracts that are entered into and continue to be held for the purpose of the receipt or delivery of a non-
financial item in accordance with the Company’s expected purchase, sale or usage requirements are held at cost.
Any gains or losses arising from changes in the fair value of derivatives are taken directly to profit or loss, except for the effective
portion of cash flow hedges, which is recognised in OCI and later reclassified to profit or loss when the hedge item affects profit
or loss or treated as basis adjustment if a hedged forecast transaction subsequently results in the recognition of a non-financial
asset or non-financial liability.
For the purpose of hedge accounting, hedges are classified as:
• Fair value hedges when hedging the exposure to changes in the fair value of a recognised asset or liability or an
unrecognised firm commitment
• Cash flow hedges when hedging the exposure to variability in cash flows that is either attributable to a particular risk
associated with a recognised asset or liability or a highly probable forecast transaction or the foreign currency risk in an
unrecognised firm commitment
• Hedges of a net investment in a foreign operation
At the inception of a hedge relationship, the Company formally designates and documents the hedge relationship to which the
Company wishes to apply hedge accounting and the risk management objective and strategy for undertaking the hedge. The
documentation includes the Company’s risk management objective and strategy for undertaking hedge, the hedging /
economic relationship, the hedged item or transaction, the nature of the risk being hedged, hedge ratio and how the entity will
assess the effectiveness of changes in the hedging instrument’s fair value in offsetting the exposure to changes in the hedged
item’s fair value or cash flows attributable to the hedged risk. Such hedges are expected to be highly effective in achieving
offsetting changes in fair value or cash flows and are assessed on an ongoing basis to determine that they actually have been
highly effective throughout the financial reporting periods for which they were designated.
Hedges that meet the strict criteria for hedge accounting are accounted for, as described below:
i. Fair value hedges
The change in the fair value of a hedging instrument is recognised in the statement of profit and loss as finance costs. The
change in the fair value of the hedged item attributable to the risk hedged is recorded as part of the carrying value of the
hedged item and is also recognised in the statement of profit and loss as finance costs.
For fair value hedges relating to items carried at amortised cost, any adjustment to carrying value is amortised through
profit or loss over the remaining term of the hedge using the EIR method. EIR amortisation may begin as soon as an
adjustment exists and no later than when the hedged item ceases to be adjusted for changes in its fair value attributable
to the risk being hedged.
If the hedged item is derecognised, the unamortised fair value is recognised immediately in profit or loss. When an
unrecognised firm commitment is designated as a hedged item, the subsequent cumulative change in the fair value of
the firm commitment attributable to the hedged risk is recognised as an asset or liability with a corresponding gain or
loss recognised in profit and loss.
ii. Cash flow hedges
The effective portion of the gain or loss on the hedging instrument is recognised in OCI in the cash flow hedge reserve,
while any ineffective portion is recognised immediately in the statement of profit and loss.
Notes:
a. Buildings include those constructed on leasehold land.
b. For contractual commitment with respect to property, plant and equipment refer Note 40.
113
114
8. Other intangible assets and goodwill
For details of intangible assets given as security to Lenders refer Note 22(e).
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. Goodwill of ₹ Nil (previous
year: ₹214.46 Crore) was impaired and the carrying amount of goodwill of ₹ Nil (previous year: ₹ Nil).
The Company impaired property, plant and equipment of ₹ Nil (previous year: ₹ 137.03 Crore) and other intangible assets of ₹ Nil (previous year: ₹ 0.03 Crore) under its annual impairment test. The Company considers the relationship
between its market capitalisation and its book value, among other factors, when reviewing for indicators of impairment.
FINANCIAL STATEMENTS
9. Capital work-in-progress
Capital work-in-progress as at March 31, 2021 stand at ₹ 96.34 Crore (previous year: ₹ 104.60 Crore), which primarily includes buildings and plant
and machinery under construction. During the year, capital work-in-progress of ₹ 1.12 Crore (previous year: ₹ 22.07 Crore) are written off under
its annual impairment test.
10. Investment property
March 31, 2021 March 31, 2020
Gross block (deemed cost)
Opening balance 53.63 53.67
Additions - -
Deduction / adjustments - (0.04)
Closing balance 53.63 53.63
Depreciation and impairment
Opening balance 18.96 16.31
Depreciation 2.03 2.68
Deduction / adjustments - (0.03)
Closing balance 20.99 18.96
Net block 32.64 34.67
The Company has classified certain office premises given on lease as investment property. For details of investment property given as security
to Lenders refer Note 22(e).
Information regarding income and expenditure of investment property:
March 31, 2021 March 31, 2020
Rental income derived from investment property 12.68 19.52
Direct operating expenses (including repairs and maintenance) (1.75) (1.72)
Depreciation (2.03) (2.68)
Profit before indirect expenses 8.90 15.12
The Company’s investment property consist of three commercial properties.
As at March 31, 2021 and March 31, 2020 the fair value of the properties were ₹ 152.35 Crore and ₹ 282.24 Crore respectively. The fair valuation
is derived by management internally.
Description of valuation techniques used and key inputs to valuation on investment properties:
Investment property Valuation technique Significant unobservable inputs Range
March 31, 2021 March 31, 2020
Godrej Millennium DCF method Rent growth p.a. 5% 5%
Rent growth p.a. (for terminal value) 2% 2%
Long term vacancy rate 0% 0%
Long term vacancy rate (for terminal value) 7% 7%
Discount rate 7.44% 6.45%
Aqua Lounge DCF method Rent growth p.a. 5% 5%
One Earth Rent growth p.a. (for terminal value) 2% 2%
Long term vacancy rate 10% 10%
Long term vacancy rate (for terminal value) 7% 7%
Discount rate 7.44% 6.45%
Sun Lounge DCF method Rent growth p.a. 5% 5%
One Earth Rent growth p.a. (for terminal value) 2% 2%
Long term vacancy rate 10% 10%
Long term vacancy rate (for terminal value) 7% 7%
Discount rate 7.44% 6.45%
Under the DCF method, fair value is estimated using assumptions regarding the benefits and liabilities of ownership over the asset’s 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 of the income stream associated with the asset.
11. Intangible assets under development
Intangible assets under development as at March 31, 2021 stood at ₹ 3.52 Crore (previous year: ₹ 12.30 Crore), which primarily includes designs
and drawings under development.
12. Investments
March 31, 2021 March 31, 2020
Non-current
I. Investment in an associate at cost in equity instrument
Suzlon Energy (Tianjin) Limited, China 58.33 58.33
Less: Impairment allowance (58.33) (58.33)
Total - -
• 139,65,79,500 (One hundred thirty nine crore sixty five lacs seventy nine thousand five hundred) fully paid-up equity
shares having a face value of ₹ 2/- each for cash at an issue price of ₹ 2.45 each i.e. at a premium of ₹ 0.45 per equity
share aggregating to ₹ 342,16,19,775/- (Rupees three hundred forty two crore sixteen lacs nineteen thousand seven
hundred seventy five only);
• 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 par aggregating to ₹ 49,98,00,000/- (Rupees forty nine crore ninety eight lacs only).
ii. Allotment of securities of the Company on preferential basis in terms of the Resolution Plan for restructuring of debt of STG to the
lenders for part conversion of their debt, refer point c above.
h. The Company on approval of the Securities Issue Committee of the Board of Directors at its meeting held on July 14, 2020 has allotted
51,19,92,560 (Fifty one crore nineteen lacs ninety two thousand five hundred sixty) 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 ₹ 346,61,89,631.20 (Rupees three
hundred forty six crore sixty one lacs eighty nine thousand six hundred thirty one and twenty paisa only) to holders of Foreign Currency
Convertible Bonds as per the terms of the Mandatory Conversion Notice issued by the Company pursuant to restructuring of Foreign
Currency Convertible Bonds having a face value of USD 1,000 each in terms of the consent solicitation and information memorandum.
The Company on approval of the Securities Issue Committee of the Board of Directors at its meeting held on 17th August 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 in terms of the
consent solicitation and information memorandum:
• 78,588,145 (Seven crore eighty five lacs eighty eight thousand one hundred forty five) fully paid-up equity shares aggregating to
₹ 20,51,15,058.45/- (Rupees twenty crore fifty one lacs fifteen thousand fifty eight and forty five paisa only) on October 12, 2020
on conversion of 8,564 Bonds worth USD 2,740,480.
• 31,879,403 (Three crore eighteen lacs seventy nine thousand four hundred three) fully paid-up equity shares aggregating to ₹
8,32,05,241.83/- (Rupees eight crore thirty two lacs five thousand two hundred forty one and eighty three paisa only) on
November 20, 2020 on conversion of 3,474 Bonds worth USD 1,111,680.
• 28,676,781 (Two crore eighty six lacs seventy six thousand seven hundred eighty one) fully paid-up equity shares aggregating to
₹ 7,48,46,398.41/- (Rupees seven crore forty eight lacs forty six thousand three hundred ninety eight and forty one paisa only) on
December 30, 2020 on conversion of 3,125 Bonds worth USD 1,000,000.
• 84,617,151 (Eight crore forty six lacs seventeen thousand one hundred fifty one) fully paid-up equity shares aggregating to ₹
22,08,50,764.11/- (Rupees twenty two crore eight lacs fifty thousand seven hundred sixty four and eleven paisa only) on
February 01, 2021 on conversion of 9,221 Bonds worth USD 2,950,720.
• 5,87,28,240 (Five crore eighty seven lacs twenty eight thousand two hundred forty) fully paid-up equity shares aggregating to ₹
15,32,80,706.40 (Rupees fifteen crore thirty two lacs eighty thousand seven hundred six and forty paisa only) on March 11, 2021
on conversion of 6,313 Bonds worth USD 2,047,937 (after capitalising interest @ 2.75% per annum accrued on half yearly basis
on the Bonds worth USD 2,020,160).
i. The equity shares, CCDs, OCDs and Warrants so allotted on preferential basis shall be subject to lock-in for such period as may be
prescribed under the ICDR Regulations.
Post allotment of equity shares, the paid-up equity capital of the Company is ₹ 1701,60,25,546/- (Rupees one thousand seven hundred
one crore sixty lacs twenty five thousand five hundred forty six only) divided into 850,80,12,773 (Eight hundred fifty crore eighty lacs
twelve thousand seven hundred seventy three) equity shares of ₹ 2/- each.
21. Other equity
Refer Statement of Changes in Equity for detailed movement in equity balance.
March 31, 2021 March 31, 2020
Share application money pending allotment (refer Note 22 f (ii)) 12.99 -
Equity component of compound financial instruments 41.65 28.50
Equity component of compulsory convertible debenture (refer Note 22 a) 49.98 -
Capital reserve 23.30 23.30
Capital redemption reserve 15.00 15.00
General reserve 908.56 908.56
Securities premium 9,563.40 9,239.10
Capital contribution 5,466.90 -
Retained earnings (21,994.05) (21,556.70)
Money received against share warrants (refer Note 20 c (iii)) 231.84 -
Total (5,680.43) (11,342.24)
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.
iii. There shall be structured redemption of OCD over 20 years. During initial 10 years there shall be redemption in face value of ₹ 10
each aggregating to ₹ 0.41 Crore annually.
iv. 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.
v. 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’s 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’s 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.
c. Payable towards debt assignment
The Resolution Plan stipulated the issuance of CCPS of ₹ 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 ₹ 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 ₹ 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.
d. Non cash item in cash flow
Pursuant to the implementation of Resolution Plan, the existing facilities of the Company has been restructured. The statement of cash flow does
not contain certain non-cash movements in the equity, borrowings and financial liabilities pursuant to implementation of the Resolution Plan.
e. The details of security for the secured loans are as follows:
i. Financial facilities by way of RTL II from Lenders in accordance with Resolution Plan aggregating to ₹ 3,323.39 Crore (previous
year: ₹ Nil) of which ₹ 3,026.57 Crore classified as long-term borrowings and ₹ 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.
ii. Financial facilities by way of RTL III under PSF aggregating to ₹ 130.91 Crore (previous year: ₹ Nil) 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.
iii. 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 ₹ 4,099.59 Crore and
fair value of ₹ 670.94 Crore (previous year: ₹ Nil) of which ₹ 670.53 classified as long-term borrowings and ₹ 0.41 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.
iv. In case of financial facilities from CDR lenders in accordance with MRA and non-CDR lenders, RTL, FITL aggregating to ₹ Nil
(previous year: ₹ 2,249.76 Crore) of which ₹ Nil (previous year: ₹ 626.65 Crore) classified as long-term borrowings and ₹ Nil
(previous year: ₹ 1,623.11 Crore) classified as current maturities of long-term borrowings, fund based working capital facilities of
₹ Nil (previous year: ₹ 7,109.95 Crore), and non-fund based working capital facilities are secured by first pari passu charge
except PFC’s FITL I and II 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 identified domestic
subsidiaries and a joint venture which are forming part of the Borrowers, negative lien over the equity shares held by SEL in SE
Forge Limited, negative lien over the shares of Suzlon Energy Limited, Mauritius (‘SELM’) and AE Rotor Holding BV held by SEL,
pledge of certain equity shares of SEL held by its promoters, personal guarantee of Mr. Tulsi R. Tanti and limited personal
guarantee of an erstwhile director of a subsidiary.
v. ₹ Nil (previous year: ₹ 38.75 Crore) of which ₹ Nil (previous year: ₹ 27.00 Crore) classified as long-term borrowings and ₹ Nil
(previous year: ₹ 11.75 Crore) classified as current maturities of long-term borrowings is secured by first pari passu charge on all
the assets of the borrowers provided to the CDR lenders shown in long-term borrowings.
During the year, the Company was having a default for repayment of term loan, working capital facility and interest thereon for a period
from 1 day to 90 days. On implementation of the Resolution Plan, there is waiver of existing defaults, events of defaults and penal
interest and charges and waiver of right to recompense in accordance with MRA dated March 28, 2013.
# continuing default for repayment of term loan, working capital facility and interest thereon for a period from 1 day to 365 days.
23. Other financial liabilities
March 31, 2021 March 31, 2020
Non-current
Other liabilities 3.37 6.31
Option value liability (refer Note a below) 2,063.65 -
Total 2,067.02 6.31
Current
Current maturities of long-term borrowings 297.23 2,979.09
Interest accrued on borrowings 0.00* 705.36
Liability towards SBLC invocation (refer Note 34(b)) - 296.23
Other liabilities(refer Note b below) 222.44 939.98
Total 519.67 4,920.66
a. As part of the Resolution Plan, SGSL has issued CCPS of ₹ 4,453.01 Crore to the Lenders. CCPS contains 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 is initially recognised at fair value using the effective interest method at
13.00%. The resultant gain or loss at initial recognition is recognised at fair value through other equity. The resultant gain or loss on
subsequent measurement is recognised at fair value through statement of profit and loss.
b. Primarily includes provision for recompense liability in previous year and employee payable for current and previous year.
All the financial liabilities are disclosed at amortised cost.
24. Provisions
March 31, 2021 March 31, 2020
Non-current
Employee benefits 23.50 19.02
Provision for maintenance and warranty 41.67 60.86
Total 65.17 79.88
Current
Employee benefits 16.76 16.92
Provision for performance guarantee, maintenance and warranty and 422.37 561.24
liquidated damages
Total 439.13 578.16
In pursuance of Ind AS 37 - ‘Provisions, contingent liabilities and contingent assets, the provisions required have been incorporated in the books
of account in the following manner
Particulars Performance Operation, Liquidated
guarantee maintenance and damages
warranty
Opening balance 80.00 257.12 284.98
(73.67) (317.78) (295.30)
Additions/ (release), net 17.57 49.67 29.34
(45.13) (-8.15)* (97.77)
Unwinding of warranty discounting and deferral of O & M - 12.80 -
(-) (19.58) (-)
Utilisation 27.55 98.65 61.23
(32.00) (72.09) (88.62)
Reversal 1.31 - 78.70
(6.80) (-) (19.47)
Closing balance 68.71 220.94 174.39
(80.00) (257.12) (284.98)
* Includes expenditure booked under various expenditure heads by their nature.
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.
27.3 Reconciling the amount of revenue recognised in the statement of profit and loss with the contracted price
March 31, 2021 March 31, 2020
Revenue as per contracted price 1,136.35 416.92
Less: Variable consideration
Liquidated damages (refer Note 24) 49.36 (78.30)
Performance guarantee (refer Note 24) (16.26) (38.33)
Sales commission (0.31) -
Total 1,169.14 300.29
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) and solar
park 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 (‘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.
28. Other income
March 31, 2021 March 31, 2020
Interest income on
Financial assets measured at amortised cost
on inter corporate deposit 13.28 175.66
on deposits with banks 5.52 9.51
on other financial assets 50.52 49.11
Financial liabilities measured at amortised cost 0.43 0.42
Net gain on assets measured at fair value through profit or loss - 1.48
Total 69.75 236.18
29. Cost of raw materials and components consumed
March 31, 2021 March 31, 2020
Consumption of raw materials (including project business)
Opening inventory 255.79 423.26
Add: Purchases 720.82 105.59
976.61 528.85
Less : Closing inventory 291.10 255.79
685.51 273.06
Purchase of traded goods - -
Changes in inventories:
Opening inventory
Finished, semi-finished goods and work- in- progress 514.15 617.72
Land and land lease rights 1.26 6.00
(A) 515.41 623.72
Closing inventory
Finished, semi-finished goods and work- in- progress 451.71 514.15
Land and land lease rights 0.69 1.26
(B) 452.40 515.41
Changes in inventories (C) = (A) - (B) 63.01 108.31
Payment to auditors
March 31, 2021 March 31, 2020
As auditor:
Statutory audit fees 0.97 0.70
Certification and other advisory services 0.23 -
Reimbursement of out of pocket expenses 0.03 0.02
Total 1.23 0.72
a. The Company has made provision of ₹ 5.28 Crore (previous year: ₹ 569.50 Crore) towards impairment of investments in, loans given and
other financial assets given to subsidiaries, associates and joint venture.
b. 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 provision recognised for SBLC liability is ₹ Nil (previous year ₹ 52.00 Crore). The SBLC of USD 576.74
Million issued by State Bank of India has been invoked during the year ended March 31, 2020. The foreign currency translation
recognised on invocation is ₹ 14.87 Crore (previous year ₹ 121.46 Crore).
c. The Company has disposed off its partial investments in few joint ventures classified under “held for sale”. The net loss arising on fair
valuation and disposal of same is ₹ Nil (previous year: ₹ 0.01 Crore) (refer Note 19).
d. The Company incurred transaction cost of ₹ Nil (previous year: ₹ 49.08 Crore) towards restructuring of the debt.
e. During the year, the Company has restructured the 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.
35. Income tax
a. Components of income tax expense includes current tax charged to statement of profit and loss of ₹ Nil (previous year: ₹ 0.65 Crore).
b. Reconciliation of tax expense and the accounting profit multiplied by India’s domestic tax rate for March 31, 2021 and March 31, 2020:
March 31, 2021 March 31, 2020
Accounting loss before income tax (398.40) (3,275.98)
Enacted tax rates in India 34.944% 34.944%
Computed tax expense (139.22) (1,144.75)
Non-deductible expenses for tax purpose 0.45 0.20
Deductible expenses for tax purpose 0.59 1.15
Expenses taxable at different rates - -
Unused tax losses 138.18 1,144.05
Utilisation of previously unrecognised tax losses - -
Tax expense as per statement of profit and loss - 0.65
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 losses 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 loss will
expire between March 2023 to March 2028. Majority of the capital loss will expire between March 2024 to March 2028. MAT credit will
expire in March 2023.
March 31, 2021 March 31, 2020
Business losses 1,704.20 5,516.60
Unabsorbed depreciation 1,296.68 1,499.16
Capital loss 2,403.50 2,402.04
MAT credit 160.83 101.56
Total 5,565.20 9,519.36
Oustanding balances:
Particulars Subsidiaries EKMP Join Associate KMP RKMP Employee
ventures funds
Contract liabilities 81.12 0.78 - - - - -
(81.21) (0.78) (-) (-) (-) (-) (-)
Investments in equity shares 9,214.85 - 71.43 65.33 - - -
and preference shares (9,213.22) (-) (78.43) (58.33) (-) (-) (-)
Impairment allowance on investments 7,859.66 - 27.41 59.74 - - -
(7,857.80) (-) (27.41) (58.33) (-) (-) (-)
Investments in CCD’s 395.61 - - 22.22 - - -
(396.70) (-) (22.22) (-) (-) (-) (-)
Trade receivables 66.29 0.25 4.64 - - - -
(67.52) (0.07) (4.00) (-) (-) (-) (-)
Impairment allowance on trade receivable 6.20 - 3.92 - - - -
(-) (-) (-) (-) (-) (-) (-)
The following table provides quantitative disclosure of fair value measurements hierarchy of the Company’s assets and liabilities:
Level 3
March 31, 2021 March 31, 2020
Financial assets
Investments at fair value through profit or loss
Investment in Saraswat Co-operative Bank Ltd. 0.01 0.01
Investment in government securities 0.01 0.01
Investment in redeemable preference shares 23.48 21.84
23.50 21.86
Financial Liabilities
Financial Liabilities at fair value through profit or loss:
Option value liability 2,063.65 -
2,063.65 -
Reconciliation of financial instruments measured at fair value through profit or loss:
March 31, 2021 March 31, 2020
Investment
Opening balance 21.84 20.37
Other income recognised in profit and loss account 1.64 1.47
Closing balance 23.48 21.84
Financial Liabilities
Opening balance - -
Addition during the year 1,873.68 -
Finance cost recognised in profit and loss account 189.97 -
Closing Balance 2,063.65 -
47. Financial risk management
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.
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.
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 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, 2021 and March 31, 2020.
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.
ii. 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.
The Company’s exposure to foreign currency risk as at the end of the financial year expressed in INR are as follows:
Particulars March 31, 2021 March 31, 2020
USD EURO Others USD EURO Others
Financial assets
Loans - 611.05 - - 588.38 -
Investments - 6,898.85 68.43 - 6,898.85 68.44
Trade receivables 69.21 13.92 7.90 69.18 11.35 6.30
Bank balances 0.05 4.50 - 0.18 2.55 -
Other assets 2.85 3.32 23.60 2.94 3.20 19.69
Total 72.11 7,531.64 99.93 72.30 7,504.33 94.43
Financial liabilities
Borrowings 194.00 - - 1,635.10 - -
Trade payables 379.00 5.66 57.89 343.42 10.78 40.89
Total 573.00 5.66 57.89 1,978.52 10.78 40.89
Net foreign exchange gain aggregating ₹ Nil (previous year: gain of ₹ 115.00 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 ₹ Nil
(previous year: ₹ 131.21 Crore) have been amortised during the year.
49. Other Matters
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 shall cease to
be a subsidiary of the Company with effect from June 29, 2021.
b. On June 29, 2021, the Board of Directors of the Company has, subject to customary due diligence, necessary approvals and execution of
definitive documents, resolved to divest the Company's 75% stake in Suzlon Generators Limited, a joint venture of the Company, to Voith
Turbo Private Limited or its associates. This event is a non-adjusting subsequent event, hence no impact is considered in the financial
statements of the Company for the year ended March 31, 2021.
50. 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.
The calculation of the capital for the purpose of capital management is as below.
March 31, 2021 March 31, 2020
Equity share capital 1,701.60 1,063.95
Other equity (5,680.43) (11,342.24)
Total capital (3,978.83) (10,278.29)
Place: Pune
Date: June 29, 2021
PART A - Subsidiaries
STATEMENT CONTAINING SALIENT FEATURES OF THE FINANCIAL STATEMENT OF SUBSIDIARIES AS PER COMPANIES ACT, 2013
1. Impairment of Property, Plant and Equipment and intangible assets We performed the following principal audit procedures in relation to
of Su lon Energy Limited - Refer to notes 7, 8, 9 and 11 to the management’s assessment of impairment of PP&E and intangible assets:
consolidated financial statements. a) Evaluated the design and implementation and tested the operating
As at 31 March 2021, the carrying amounts of Property Plant and effectiveness of the control relating to management’s assessment of
equipment and intangible assets amounted to Rs. 558 crores and 194 impairment indicators for PP&E and intangible assets and
crores respectively. determination of recoverable amount.
As at 31 March 2021, certain Property, plant and equipment (“PP&E”) and b) Evaluated the appropriateness of management’s grouping of these
intangible assets has impairment indicators on account of challenging PP&E with the relevant CGUs.
industry conditions existing in India and financial condition of the Parent. c) Compared the input data used in the cash flow forecasts against the
The Parent’s performance and prospects have impacted, increasing the historical figures and the business forecasts.
risk that the PP&E and intangible assets are impaired. For cash
d) Involved valuation experts to assist in:-
generation units (“CGU”) to which these PP&E and intangibles assets
belong, the determination of recoverable amount, being the higher of Evaluation of the appropriateness of the model adopted for
fair value less costs to sell and value in use requires judgment on the part impairment assessment;
of management in both identifying and then valuing the relevant CGUs. Evaluation of key assumptions including discount rates, long term
Recoverable amounts are based on management’s view of variables growth rate based on assessment of information available in
such as future expected revenue, future expected revenue growth rate, public domain; and
gross margins, future cash flow, determination of historical trends, and Performing sensitivity analysis around the key assumptions, to
the most appropriate discount rate. ascertain the extent of change in those assumptions that either
We focused on this area due to the significance of management individually or collectively would be required for the PP&E and
judgements adopted in assessing the recoverable amount with regard Intangible assets to be impaired.
to the impairment assessment of PP&E and intangible assets of the e) Evaluated disclosures made in the consolidated financial statements
parent. and the related compliance with the requirements of the applicable
accounting standards.
2. Accounting of Term Loans, Optionally Convertible Debenture, equity We performed the following principal audit procedures in relation to
share and warrants and financial liabilities towards Compulsory accounting of resolution plan and the treatment of resultant difference
Convertible Preference Shares issued by Su lon Global Services arising from the such restructuring:
Limited as per Framework Restructuring Agreements (“FRA”). Refer a) Evaluated the design and implementation and tested the operating
notes 20 and 23 of consolidated financial statements. effectiveness of the control relating to accounting and measurement
The Group during the year entered in to a Framework restructuring of Term loans, OCD, Shares and warrants and financial liabilities
agreement ('FRA') to give effect to the debt resolution plan with its lenders towards CCPS and resultant difference on extinguishment of original
effective from 30 June 2020 (Effective date). borrowings as per the terms of FRA.
As a result, debts aggregating Rs. 12,153 Crores (‘original borrowings’) of b) Involved internal valuation expert to assist in Valuation of financial
Suzlon - The Group which comprises of Suzlon Energy Limited, 3 liabilities towards CCPS:
Subsidiaries i.e. Suzlon Global Services Limited, Suzlon Power Evaluation of appropriateness of management's assessments of
Infrastructure Limited, Suzlon Gujarat Wind Park Limited and a joint each exit option and liability arising thereof;
venture i.e. Suzlon Generators Limited, were restructured as below: Evaluation of the appropriateness of the model adopted for
a) Term loan of Rs. 3,600 Crores determining the value of the liability;
b) Optionally Convertible Debentures (‘OCD’) of Rs. 4,100 Crores issued Evaluation of key assumptions including discount rates, long term
by the Parent Company, growth rate based on assessment of information available in public
c) Issue of equity shares and share warrants of the Parent Company and domain; and
d) Issue of Compulsory Convertible Preference Shares ('CCPS') by Suzlon Performing sensitivity analysis around the key assumptions, to
Global Services Limited of Rs. 4,453 Crores (‘financial liabilities ascertain the extent of change in those assumptions that either
towards CCPS’). individually or collectively would be required for fair valuation of
The accounting of Term Loans, OCD, equity share and warrants and exit option liability.
financial liabilities towards CCPS and its resultant difference on account c) Evaluated the allocation of probability towards various options liability.
of extinguishment of original borrowings are based on complex d) Involved experts to assist in accounting of option liability and
assumptions that require the management to exercise their judgment. difference on extinguishment of original borrowing.
Refer Note 20 of consolidated financial statements for the accounting of e) Evaluated the management's assessment of the rights existing with
resultant difference due to extinguishment of original borrowing and Note the lenders to control the Group and verified the accounting treatment
23 of consolidated financial statements for recording and measurement of for the resultant difference arising from extinguishment of the original
the carrying value of financial liabilities, equity shares and warrants. borrowings.
We focused on the accounting of term loans, OCD, equity shares and warrants f) Evaluated disclosures made in the consolidated financial statements
and financial liabilities towards CCPS and its resultant difference on account of and the related compliance with the requirements of the applicable
extinguishment of original liabilities as well as the measurement due to accounting standards.
significance of the amounts and complex judgements involved.
3. Recoverability and valuation of allowance for impairment of overdue We performed the following principal audit procedures in relation to
trade receivables of Su lon Energy Limited ( SEL ), Su lon Gujarat valuation of Overdue trade receivables and PE receivables:
Wind Park Limited ( SGWPL ) and Su lon Power Infrastructure Limited a) Evaluated the design and implementation of the control relating to
( SPIL ) and other financial assets (Power evacuation infrastructure management’s assessment of recoverability and determination of
receivables in Su lon Energy Limited ( PE receivables )). Refer note 13 expected credit loss of overdue trade receivables and PE receivables.
and 15 of Consolidated financial statements. b) Tested the operating effectiveness of control relating to management’s
The Company had old outstanding trade receivables of Rs. 726 Crores for assessment of recoverability and determination of expected credit loss
more than 365 days (‘Overdue trade receivable’) and PE receivables of of overdue trade receivables and PE receivables.
Rs. 134 Crores as on 31 March 2021 c) Evaluated reasonableness of the method, assumptions and
We focused on this area due to the significance of management judgements used by the management with respect to recoverability
judgements adopted in assessing the recoverability of overdue trade and determination of expected credit loss of Overdue trade
receivable, PE receivables and determination of expected credit loss. receivables and PE receivables.
d) Obtain balance confirmation for selected samples and verified the
reconciliation for differences, if any.
e) Obtained the list of long outstanding receivable and assessed the
recoverability of these through inquiry with the management and by
obtaining sufficient corroborative evidence to support the conclusion.
f) Determine the net exposure after considering the Provision of
Doubtful debt and other liabilities payable such as liquidated
damages, claims payables to each trade receivables.
g) Assessed the profile of trade receivables and the economic environment
applicable to these trade receivables. Evaluated the simplified approach
applied by the Group to identify lifetime expected credit losses. In doing
so, tested the historical provision rates and an evaluation was carried
out for the need for it to be adjusted to reflect relevant, reasonable and
supportable information about future expectations.
h) Compared receipts from trade receivables after the financial year-end
relating to trade receivable balances as at 31 March 2021 with bank
statements and/or relevant underlying documentation for selected samples.
Information Other than the Financial Statements and Auditor s Report Thereon
The Parent’s Board of Directors is responsible for the other information. The other information comprises the information included in the Chairman’s letter,
Group CEO’s Letter, Management discussion and analysis, Business responsibility Report, Corporate Governance report and Directors’ Report including
Annexures thereof, but does not include the consolidated financial statements, standalone financial statements and our auditor’s report thereon.
Our opinion on the consolidated financial statements does not cover the other information and we do not express any form of assurance
conclusion thereon.
In connection with our audit of the consolidated financial statements, our responsibility is to read the other information, compare with the
financial statements of the branches, subsidiaries, joint ventures and associate audited by the other auditors, to the extent it relates to these
entities and, in doing so, place reliance on the work of the other auditors and consider whether the other information is materially inconsistent
with the consolidated financial statements or our knowledge obtained during the course of our audit or otherwise appears to be materially
misstated. Other information so far as it relates to the branches, subsidiaries, joint ventures and associate, is traced from their financial
statements audited by the branch auditors and other auditors.
Other Matters
(a) We did not audit the financial statements of two branches included in the standalone financial statements of the companies included in the
Group whose financial statements reflect total assets of Rs. 164 crores as at 31 March 2021 and total revenue of Rs. 104 crores for the year
ended on that date, as considered in the respective standalone financial statements of the companies included in the Group. The financial
statements of these branches have been audited by the branch auditors whose reports have been furnished to us and our opinion in so far as it
relates to the amounts and disclosures included in respect of these branches, our report in terms of subsection (3) of Section 143 of the Act, in so
far as it relates to the aforesaid branches, is based solely on the report of such branch auditors.
(b) We did not audit the financial statements of twenty subsidiaries, whose financial statements reflect total assets of Rs. 836 crores as at 31 March
2021, total revenues of Rs. 318 crores and net cash outflows amounting to Rs. 8 crores for the year ended on that date, as considered in the
consolidated financial statements. These financial statements have been audited by other auditors whose reports have been furnished to us by
the Management and our opinion on the consolidated financial statements, in so far as it relates to the amounts and disclosures included in
respect of these subsidiaries, joint ventures and associate, and our report in terms of subsection (3) of Section 143 of the Act, in so far as it relates
to the aforesaid subsidiaries, joint ventures and associate is based solely on the reports of the other auditors.
(c) We did not audit the financial statements of fifteen subsidiaries, whose financial statements reflect total assets of Rs. 396 crores as at 31 March
2021, total revenues of Rs. 79 crores and net cash outflows amounting to Rs. 0.42 crores for the year ended on that date, as considered in the
consolidated financial statements. These financial statements are unaudited and have been furnished to us by the Management and our opinion
on the consolidated financial statements, in so far as it relates to the amounts and disclosures included in respect of these subsidiaries, joint
ventures and associate, is based solely on such unaudited financial statements. In our opinion and according to the information and
explanations given to us by the Management, these financial statements are not material to the Group.
Our opinion on the consolidated financial statements above and our report on Other Legal and Regulatory Requirements below, is not modified in
respect of the above matters with respect to our reliance on the work done and the reports of the branch auditors and other auditors and the financial
statements certified by the Management.
Report on Other Legal and Regulatory Requirements
1. As required by Section 143(3) of the Act, based on our audit and on the consideration of the reports of the branch auditors and other auditors on
the separate financial statements of the branches, subsidiaries, associate and joint ventures referred to in the Other Matters section above we
report, to the extent applicable that:
a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the
purposes of our audit of the aforesaid consolidated financial statements.
b) In our opinion, proper books of account as required by law relating to preparation of the aforesaid consolidated financial statements
have been kept and proper returns adequate for the purposes of our audit have been received from the branches not visited so far as it
appears from our examination of those books, returns and the reports of the other auditors.
c) The reports on the accounts of the branch offices of the Companies included in the Group audited under Section 143(8) of the Act by
branch auditors have been sent to us other auditors and have been properly dealt with by us in preparing this report.
d) The Consolidated Balance Sheet, the Consolidated Statement of Profit and Loss including Other Comprehensive Income, the
Consolidated Statement of Cash Flows and the Consolidated Statement of Changes in Equity dealt with by this Report are in agreement
with the relevant books of account maintained for the purpose of preparation of the consolidated financial statements and with the
returns received by us and the other auditors from the branches not visited by us.
e) In our opinion, the aforesaid consolidated financial statements comply with the Ind AS specified under Section 133 of the Act.
f) On the basis of the written representations received from the directors of the Parent as on 31 March 2021 taken on record by the Board of
Directors of the Parent and the reports of the statutory auditors of its subsidiary companies, associate companies and joint venture
companies incorporated in India, none of the directors of the Group companies, its associate and joint ventures incorporated in India is
disqualified as on 31 March 2021 from being appointed as a director in terms of Section 164 (2) of the Act.
g) With respect to the adequacy of the internal financial controls over financial reporting and the operating effectiveness of such controls,
refer to our separate Report in “Annexure A” which is based on the auditors’ reports of the Parent company, subsidiary companies,
associate and joint ventures incorporated in India. Our report expresses an unmodified opinion on the adequacy and operating
effectiveness of internal financial controls over financial reporting of those companies.
h) With respect to the other matters to be included in the Auditor’s Report in accordance with the requirements of section 197(16) of the Act,
as amended, in our opinion and to the best of our information and according to the explanations given to us, the remuneration paid by
the Parent to its directors during the year is in accordance with the provisions of section 197 of the Act.
i) With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit and Auditors)
Rules, 2014, as amended in our opinion and to the best of our information and according to the explanations given to us:
i. The consolidated financial statements disclose the impact of pending litigations on the consolidated financial position of the
Group, its associate and joint ventures;
ii. Provision has been made in the consolidated financial statements, as required under the applicable law or accounting
standards, for material foreseeable losses, if any, on long-term contracts including derivative contracts;
iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by
the Parent and its subsidiaries, associate and joint ventures incorporated in India.
Particulars Notes As at As at
March 31, 2021 March 31, 2020
Assets
Non-current assets
Property, plant and equipment 7 803.85 905.04
Right-of-use assets 38 131.46 143.39
Capital work-in-progress 8 103.93 110.08
Investment property 10 32.64 34.67
Goodwill 9 7.63 7.63
Other intangible assets 9 190.46 267.50
Intangible assets under development 11 3.52 12.30
Investments in an associate and joint ventures 12 (a) 22.97 19.71
Financial assets
Other investment 12 (b) 0.03 0.03
Trade receivables 13 - -
Other financial assets 15 402.63 284.40
Other non-current assets 16 54.46 51.05
1,753.58 1,835.80
Current assets
Inventories 17 2,172.76 2,055.59
Financial assets
Trade receivables 13 1,189.72 1,364.54
Cash and cash equivalents 18 262.50 57.59
Bank balance other than above - 24.74
Loans 14 21.27 22.45
Other financial assets 15 175.97 108.71
Current tax asset, net 6.12 20.46
Other current assets 16 969.58 989.47
4,797.92 4,643.55
Assets classified as held for sale 19 49.59 51.00
Total assets 6,601.09 6,530.35
Equity and liabilities
Equity
Equity share capital 20 1,701.60 1,063.95
Other equity 21 (5,044.63) (12,046.89)
Non-controlling interests 22 (57.68) (58.90)
(3,400.71) (11,041.84)
Non-current liabilities
Financial liabilities
Borrowings 23 6,027.20 841.77
Lease liabilities 38 55.19 63.07
Other financial liabilities 24 22.35 28.02
Provisions 26 82.51 93.27
Other non-current liabilities 25 0.77 0.89
6,188.02 1,027.02
Current liabilities
Financial liabilities
Borrowings 23 175.34 8,843.85
Lease liabilities 38 11.52 9.88
Trade payables 1,581.99 1,298.18
Other financial liabilities 24 1,012.66 5,300.66
Contract liabilities 405.33 258.36
Other current liabilities 25 87.80 128.58
Provisions 26 539.14 705.66
3,813.78 16,545.17
Liabilities directly associated with assets classified as held for sale 19 - -
Total equity and liabilities 6,601.09 6,530.35
Summary of significant accounting policies 2.4
The accompanying notes are an integral part of the consolidated financial statements.
In terms of our report attached
For Deloitte Haskins & Sells LLP For and on behalf of the Board of Directors of
Chartered Accountants Suzlon Energy Limited
ICAI Firm Registration Number: 117366W/W-100018
Tulsi R. Tanti Vinod R. Tanti
Saira Nainar Chairman and Managing Director Whole Time Director and Chief Operating Officer
Partner DIN: 00002283 DIN: 00002266
Membership No.: 040081
Ashwani Kumar Geetanjali S. Vaidya
Group Chief Executive Officer Company Secretary
Membership No.: A18026
Place: Mumbai Place: Pune
Date: June 29, 2021 Date: June 29, 2021
Consolidated statement of profit and loss for the year ended March 31, 2021
All amounts in ₹ Crore, unless otherwise stated
150
All amounts in ₹ Crore, unless otherwise stated
a. Equity share capital
Equity shares of ₹ 2 each, subscribed and fully paid No. in Crore ₹ in Crore
At April 1, 2019 531.98 1,063.95
Issue of share capital (refer Note 20) - -
At March 31, 2020 531.98 1,063.95
Issue of share capital (refer Note 20) 318.82 637.65
At March 31, 2021 850.80 1,701.60
b. Other equity
Attributable to owners of the parent company Non- Total
Share Equity Equity Reserves and surplus Money Total controlling
application component of component of Capital Capital Capital Legal and General Securities Capital Foreign currency Retained Foreign received other interest
money pending compound compulsory reserve reserve on redemption statutory reserve premium contribution monetary item earnings currency against equity
allotment financial convertible consolidation reserve reserve translation translation share
(refer Note 23(f)) instruments debentures difference account reserve warrants
As at April 1, 2019 - 28.50 - 23.30 0.03 15.00 1.11 916.89 9,239.10 - (16.21) (19,106.26) (663.02) - (9,561.56) (5.48) (9,567.04)
Profit/ (loss) for the year - - - - - - - - - - - (2,642.23) - - (2,642.23) (49.61) (2,691.84)
Other comprehensive income (refer Note 35) - - - - - - - - - - - 6.61 134.08 - 140.69 - 140.69
Total comprehensive income - - - - - - - - - - - (2,635.62) 134.08 - (2,501.54) (49.61) (2,551.15)
(Gain)/loss and amortisation on long term foreign - - - - - - - - - - 16.21 - - - 16.21 - 16.21
currency monetary items
As at April 1, 2020 - 28.50 - 23.30 0.03 15.00 1.11 916.89 9,239.10 - - (21,741.88) (528.94) - (12,046.89) (58.90) (12,105.79)
Profit/ (loss) for the year - - - - - - - - - - - 104.18 - - 104.18 (0.59) 103.59
Other comprehensive income (refer Note 35) - - - - - - - - - - - (0.38) 31.62 - 31.24 - 31.24
Total comprehensive income - - - - - - - - - - - 103.80 31.62 - 135.42 (0.59) 134.83
Securites premium on issue of shares - - - - - - - - 62.85 - - - - - 62.85 - 62.85
Issue of compulsory convertible debentures - - 49.98 - - - - - - - - - - - 49.98 - 49.98
Equity component of August 2032 Foreign Currency - 41.65 - - - - - - - - - - - - 41.65 - 41.65
Convertible Bonds(FCCB's)
Conversion of July 2019 FCCB's 12.99 (28.50) - - - - - - 261.45 - - (38.84) - - 207.10 - 207.10
Warrants issued to lenders (refer Note 20(c)(iii)) - - - - - - - - - - - - - 231.84 231.84 - 231.84
Difference on extinguishment of debts, pursuant to - - - - - - - - - 6,273.42 - - - - 6,273.42 - 6,273.42
resolution plan (refer Note 4 and 23)
Foreign currency translation on non-controlling interests - - - - - - - - - - - - - - - 1.81 1.81
As at March 31, 2021 12.99 41.65 49.98 23.30 0.03 15.00 1.11 916.89 9,563.40 6,273.42 - (21,676.92) (497.32) 231.84 (5,044.63) (57.68) (5,102.31)
a) Refer Note 20 for nature and purpose of reserves
Summary of significant accounting policies
(refer Note 2.4)
The accompanying notes are an integral part of the consolidated financial statements.
In terms of our report attached
For Deloitte Haskins & Sells LLP For and on behalf of the Board of Directors of
Chartered Accountants Suzlon Energy Limited
ICAI Firm Registration Number: 117366W/W-100018
Tulsi R. Tanti Vinod R. Tanti
Saira Nainar Chairman and Managing Director Whole Time Director and Chief Operating Officer
Partner DIN: 00002283 DIN: 00002266
Membership No.: 040081
Ashwani Kumar Geetanjali S. Vaidya
Group Chief Executive Officer Company Secretary
Membership No.: A18026
Place: Mumbai Place: Pune
Date: June 29, 2021 Date: June 29, 2021
FINANCIAL STATEMENTS
Consolidated statement of cash flows for the year ended March 31, 2021
All amounts in ₹ Crore, unless otherwise stated
Notes:
The figures in brackets represent outflows.
* Primarily includes impact of foreign currency translation in non-integral operations
The accompanying notes are an integral part of the consolidated financial statements.
In terms of our report attached
For Deloitte Haskins & Sells LLP For and on behalf of the Board of Directors of
Chartered Accountants Suzlon Energy Limited
ICAI Firm Registration Number: 117366W/W-100018
Tulsi R. Tanti Vinod R. Tanti
Saira Nainar Chairman and Managing Director Whole Time Director and Chief Operating Officer
Partner DIN: 00002283 DIN: 00002266
Membership No.: 040081
Ashwani Kumar Geetanjali S. Vaidya
Group Chief Executive Officer Company Secretary
Membership No.: A18026
Place: Mumbai Place: Pune
Date: June 29, 2021 Date: June 29, 2021
Notes to consolidated financial statement for the year ended March 31, 2021
All amounts in ₹ Crore, unless otherwise stated
1. Group information
Suzlon Energy Limited (the ‘Company’) is a public limited company domiciled in India with its registered office located at “Suzlon”, 5, Shrimali
Society, Near Shree Krishna Complex, Navrangpura, Ahmedabad-380009, India. Its shares are listed on the Bombay Stock Exchange (BSE) and
the National Stock Exchange (NSE) in India. The company has been incorporated under the provisions of the Companies Act applicable in India.
The Company along with its subsidiaries, associate and joint ventures (together referred to as ‘the Group’) is primarily engaged in the business
of manufacturing, project execution and operation and maintenance of wind turbine generators (‘WTGs’) and sale of related components of
various capacities.
The consolidated financial statements were authorised for issue in accordance with a resolution of the directors on June 29, 2021.
Information about the composition of the Group considered in these consolidated financial statements:
a. Details of subsidiaries:
Sl. Name of Subsidiary Principal activities Country of % of ownership as at
No. incorporation March 31,
2021 2020
1 AE-Rotor Holding B.V. Investment The Netherlands 100.00% 100.00%
2 Gale Green Urja Limited IPP India 70.00% 70.00%
3 Manas Renewables Limited IPP India 100.00% 100.00%
4 SE Blades Technology B.V. Technology The Netherlands 100.00% 100.00%
5 SE Drive Technik GmbH Investment Germany 100.00% 100.00%
6 SE Forge Limited Manufacturing India 100.00% 100.00%
7 Sirocco Renewables Limited IPP India 100.00% 100.00%
8 Seventus LLC Marketing USA 79.90% 79.90%
9 Suryoday Renewables Limited Solar India 100.00% 100.00%
10 Suyash Renewables Limited IPP India 70.00% 70.00%
11 Suzlon Energy A/S Marketing and OMS Denmark 100.00% 100.00%
12 Suzlon Energy Australia Pty Ltd Marketing and OMS Australia 100.00% 100.00%
13 Suzlon Energy B.V. Investment The Netherlands 100.00% 100.00%
14 Suzlon Energy Korea Co Ltd Marketing and OMS Republic of South Korea 100.00% 100.00%
15 Suzlon Energy Limited Investment Mauritius 100.00% 100.00%
16 Suzlon Global Services Limited OMS India 100.00% 100.00%
17 Suzlon Gujarat Wind Park Limited Project execution India 100.00% 100.00%
18 Suzlon Power Infrastructure Limited Project execution India 100.00% 100.00%
19 Suzlon Project VIII LLC Investment USA 100.00% 100.00%
20 Suzlon Rotor Corporation Manufacturing USA 100.00% 100.00%
21 Suzlon Wind Energy (Lanka) Pvt Limited Marketing and OMS Sri Lanka 100.00% 100.00%
22 Suzlon Wind Energy BH Marketing Bosnia and Herzegovina 50.00% 50.00%
23 Suzlon Wind Energy Corporation Marketing and OMS USA 100.00% 100.00%
[refer Note 48(a)]
24 Suzlon Wind Energy Equipment Trading Marketing China 100.00% 100.00%
(Shanghai) Co., Ltd.
25 Suzlon Wind Energy Espana, S.L Marketing and OMS Spain 100.00% 100.00%
26 Suzlon Wind Energy Limited Investment United Kingdom 100.00% 100.00%
27 Suzlon Wind Energy Nicaragua Sociedad Marketing and OMS Nicaragua 100.00% 100.00%
Anonima
28 Suzlon Wind Energy Portugal Energia Marketing and OMS Portugal 100.00% 100.00%
Elocia Unipessoal Lda
29 Suzlon Wind Energy Romania SRL Marketing and OMS Romania 100.00% 100.00%
30 Suzlon Wind Energy South Africa (PTY) Ltd Marketing and OMS South Africa 80.00% 80.00%
31 Suzlon Wind Energy Uruguay SA Marketing and OMS Uruguay 100.00% 100.00%
32 Suzlon Wind Enerji Sanayi Ve Marketing and OMS Turkey 100.00% 100.00%
Ticaret Sirketi
33 SWE Renewables Limited ((formerly Solar India 100.00% 100.00%
Anshuman Renewables Limited)
34 SWE Wind Project Services Limited Solar India 100.00% 100.00%
(formerly Sharanya Renewables Limited)
35 Tarilo Holding B.V. Investment The Netherlands 100.00% 100.00%
36 Vakratunda Renewables Limited IPP India 100.00% 100.00%
37 Valum Holding B.V. Investment The Netherlands 100.00% 100.00%
38 Varadvinayak Renewables Limited IPP India 100.00% 100.00%
39 Vignaharta Renewable Energy Limited IPP India 100.00% 100.00%
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 – 2.4 s )
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.
2.2 Basis of consolidation
The consolidated financial statements comprise the financial statements of Suzlon Energy Limited (‘SEL’ or ‘the Company’) and its
subsidiaries (together referred to as ‘Suzlon’ or ‘the Group’). Control is achieved when the Group is exposed, or has rights, to variable
returns from its involvement with the investee and has the ability to affect those returns through its power over the investee. Specifically,
the Group controls an investee if and only if the Group has:
• Power over the investee (i.e. existing rights that give it the current ability to direct the relevant activities of the investee),
• Exposure, or rights, to variable returns from its involvement with the investee, and
• The ability to use its power over the investee to affect its returns.
Generally, there is a presumption that a majority of voting rights result in control. To support this presumption and when the Group has
less than a majority of the voting or similar rights of an investee, the Group considers all relevant facts and circumstances in assessing
whether it has power over an investee, including:
• The contractual arrangement with the other vote holders of the investee
• Rights arising from other contractual arrangements
• The Group’s voting rights and potential voting rights
• The size of the Group’s holding of voting rights relative to the size and dispersion of the holdings of the other voting rights
holders
The Group re-assesses whether or not it controls an investee if facts and circumstances indicate that there are changes to one or more of
the three elements of control. Consolidation of a subsidiary begins when the Group obtains control over the subsidiary and ceases when
the Group loses control of the subsidiary. Assets, liabilities, income and expenses of a subsidiary acquired or disposed of during the year
are included in the consolidated financial statements from the date the Group gains control until the date the Group ceases to control
the subsidiary.
Consolidated financial statements are prepared using uniform accounting policies for like transactions and other events in similar
circumstances. If a member of the Group uses accounting policies other than those adopted in the consolidated financial statements for
like transactions and events in similar circumstances, appropriate adjustments are made to that Group member’s financial statements in
preparing the consolidated financial statements to ensure conformity with the Group’s accounting policies.
The financial statements of all entities used for the purpose of consolidation are drawn up to same reporting date as that of the parent
company, i.e., year ended on 31 March. When the end of the reporting period of the parent is different from that of a subsidiary, the
subsidiary prepares, for consolidation purposes, additional financial information as of the same date as the financial statements of the
parent to enable the parent to consolidate the financial information of the subsidiary, unless it is impracticable to do so.
Consolidation procedure:
a. Combine like items of assets, liabilities, equity, income, expenses and cash flows of the parent with those of its subsidiaries. For
this purpose, income and expenses of the subsidiary are based on the amounts of the assets and liabilities recognised in the
consolidated financial statements at the acquisition date.
b. Offset (eliminate) the carrying amount of the parent’s investment in each subsidiary and the parent’s portion of equity of each
subsidiary. Business combinations policy explains how to account for any related goodwill.
c. Eliminate in full intragroup assets and liabilities, equity, income, expenses and cash flows relating to transactions between
entities of the Group (profits or losses resulting from intragroup transactions that are recognised in assets, such as inventory and
fixed assets, are eliminated in full). Intragroup losses may indicate an impairment that requires recognition in the consolidated
financial statements. Ind AS12 Income Taxes applies to temporary differences that arise from the elimination of profits and
losses resulting from intragroup transactions.
Profit or loss and each component of other comprehensive income (OCI) are attributed to the equity holders of the parent of the Group
and to the non-controlling interests, even if this results in the non-controlling interests having a deficit balance.
When necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with the
Group’s accounting policies. All intra-group assets and liabilities, equity, income, expenses and cash flows relating to transactions
between members of the Group are eliminated in full on consolidation.
A change in the ownership interest of a subsidiary, without a loss of control, is accounted for as an equity transaction. If the Group loses
control over a subsidiary, it:
• Derecognises the assets (including goodwill) and liabilities of the subsidiary
• Derecognises the carrying amount of any non-controlling interests
• Derecognises the cumulative translation differences recorded in equity
• Recognises the fair value of the consideration received
• Recognises the fair value of any investment retained
• Recognises any surplus or deficit in profit or loss
A joint venture is a type of joint arrangement whereby the parties that have joint control of the arrangement have rights to the net
assets of the joint venture. Joint control is the contractually agreed sharing of control of an arrangement, which exists only when
decisions about the relevant activities require unanimous consent of the parties sharing control.
The considerations made in determining whether significant influence or joint control are similar to those necessary to
determine control over the subsidiaries.
The Group’s investments in its associate and joint venture are accounted for using the equity method. Under the equity method,
the investment in an associate or a joint venture is initially recognised at cost. The carrying amount of the investment is adjusted
to recognise changes in the Group’s share of net assets of the associate or joint venture since the acquisition date. Goodwill
relating to the associate or joint venture is included in the carrying amount of the investment and is not tested for impairment
individually.
The statement of profit and loss reflects the Group’s share of the results of operations of the associate or joint venture. Any
change in OCI of those investees is presented as part of the Group’s OCI. In addition, when there has been a change recognised
directly in the equity of the associate or joint venture, the Group recognises its share of any changes, when applicable, in the
statement of changes in equity. Unrealised gains and losses resulting from transactions between the Group and the associate or
joint venture are eliminated to the extent of the interest in the associate or joint venture.
If an entity’s share of losses of an associate or a joint venture equals or exceeds its interest in the associate or joint venture (which
includes any long term interest that, in substance, form part of the Group’s net investment in the associate or joint venture), the
entity discontinues recognising its share of further losses. Additional losses are recognised only to the extent that the Group has
incurred legal or constructive obligations or made payments on behalf of the associate or joint venture. If the associate or joint
venture subsequently reports profits, the entity resumes recognising its share of those profits only after its share of the profits
equals the share of losses not recognised. The aggregate of the Group’s share of profit or loss of an associate and a joint venture
is shown on the face of the statement of profit and loss.
The financial statements of the associate or joint venture are prepared for the same reporting period as the Group. When
necessary, adjustments are made to bring the accounting policies in line with those of the Group.
After application of the equity method, the Group determines whether it is necessary to recognise an impairment loss on its
investment in its associate or joint venture. At each reporting date, the Group determines whether there is objective evidence
that the investment in the associate or joint venture is impaired. If there is such evidence, the Group calculates the amount of
impairment as the difference between the recoverable amount of the associate or joint venture and its carrying value, and then
recognises the loss as ‘Share of profit of an associate and a joint venture’ in the statement of profit and loss.
c. Current versus non-current classification
The Group presents assets and liabilities in the balance sheet based on current/ non-current classification. An asset is treated as
current when it is:
• Expected to be realised or intended to be sold or consumed in normal operating cycle
• Held primarily for the purpose of trading
• Expected to be realised within twelve months after the reporting period, or
• Cash or cash equivalent unless restricted from being exchanged or used to settle a liability for at least twelve months
after the reporting period.
All other assets are classified as non-current.
A liability is current when:
• It is expected to be settled in normal operating cycle
• It is held primarily for the purpose of trading
• It is due to be settled within twelve months after the reporting period, or
• There is no unconditional right to defer the settlement of the liability for at least twelve months after the reporting period.
Deferred tax assets and liabilities are classified as non-current assets and liabilities.
The Group classifies all other liabilities as non-current. The operating cycle is the time between the acquisition of assets for
processing and their realisation in cash and cash equivalents. The group has identified twelve months as its operating cycle.
d. Foreign currencies
The Group’s consolidated financial statements are presented in Indian Rupees (₹), which is also the parent company’s functional
currency. For each entity the Group determines the functional currency and items included in the financial statements of each
entity are measured using that functional currency. The Group uses line by line consolidation and on disposal of a foreign
operation the gain or loss that is reclassified to profit or loss reflects the amount that arises from using this method.
Transactions and balances
Foreign currency transactions are recorded in the reporting currency, by applying to the foreign currency amount the exchange
rate between the reporting currency and the foreign currency at the date of the transaction.
Foreign currency monetary items are retranslated using the exchange rate prevailing at the reporting date Exchange differences
arising on settlement or translation of monetary items are recognised in profit or loss.
Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the exchange rates at the
dates of the initial transactions. Non-monetary items measured at fair value in a foreign currency are translated using the exchange
rates at the date when the fair value is determined. The gain or loss arising on translation of non-monetary items measured at fair
value is treated in line with the recognition of the gain or loss on the change in fair value of the item (i.e., translation differences on
items whose fair value gain or loss is recognised in OCI or profit or loss are also recognised in OCI or profit or loss, respectively).
i. Variable consideration
If the consideration in a contract includes a variable amount, the Group estimates the amount of consideration to which it
will be entitled in exchange for transferring the goods to the customer. The contracts for sale of equipment provide
customers with a right for penalty in case of delayed delivery or commissioning and in some contracts compensation for
performance shortfall expected in future over the life of the guarantee assured.
ii. Significant financing component
Generally, the Group receives short-term advances from its customers. Using the practical expedient in Ind AS 115, the
Group does not adjust the promised amount of consideration for the effects of a significant financing component if it
expects, at contract inception, that the period between the transfer of the promised good or service to the customer and
when the customer pays for that good or service will be one year or less.
iii. Cost to obtain a contract
The Group pays sales commission for contracts obtained. The Group has elected to apply the optional practical
expedient for costs to obtain a contract which allows the Group to immediately expense sales commissions because the
amortisation period of the asset that the Group otherwise would have used is one year or less.
Warranty obligations
The Group typically provides warranties for operations and maintenance that existed at the time of sale. These assurance-type
warranties are accounted for under Ind AS 37 Provisions, Contingent Liabilities and Contingent Assets. Refer to the accounting
policy on warranty provisions in section (q) Provisions.
The Group provides standard period warranty for all contracts and extended warranty beyond standard in few contracts at the
time of sale. These service-type warranties are bundled together with the sale of equipment. Contracts for bundled sales of
goods and a service-type warranty comprise two performance obligations because the promises to transfer the equipment and
to provide the service-type warranty are capable of being distinct. Using the relative stand-alone selling price method, a portion
of the transaction price is allocated to the service-type warranty and recognised as a contract liability. Revenue is recognised
over the period in which the service-type warranty is provided based on the time elapsed.
Operation and maintenance income (‘OMS’)
Revenues from operation and maintenance contracts are recognised pro-rata over the period of the contract and when services
are rendered.
Project execution income
Revenue from services relating to project execution is recognised on completion of respective service, as per terms of the
respective sales order.
Power evacuation infrastructure facilities
Revenue from power evacuation infrastructure facilities is recognised upon commissioning and electrical installation of the
Wind Turbine Generator (WTG) and solar park to the said facilities followed by approval for commissioning of WTG from the
concerned authorities.
Land revenue
Revenue from land lease activity is recognised upon the transfer of leasehold rights to the customers. Revenue from sale of land /
right to sale land is recognised at the point in time when control of asset is transferred to the customer as per the terms of the
respective sales order. Revenue from land development is recognised upon rendering of the service as per the terms of the
respective sales order.
Sale of services
Revenue from sale of services is recognised in the statement of profit and loss as and when the services are rendered.
Contract balances
i. Contract assets
A contract asset is the right to consideration in exchange for goods or services transferred to the customer. If the Group
performs by transferring goods or services to a customer before the customer pays consideration or before payment is
due, a contract asset is recognised for the earned consideration that is conditional.
ii. Trade receivables
A receivable represents the Group’s right to an amount of consideration that is unconditional (i.e., only the passage of
time is required before payment of the consideration is due). Refer to accounting policies of financial assets in section (s)
Financial instruments – initial recognition and subsequent measurement.
iii. Contract liabilities
A contract liability is the obligation to transfer goods or services to a customer for which the Group has received
consideration (or an amount of consideration is due) from the customer. If a customer pays consideration before the
Group transfers goods or services to the customer, a contract liability is recognised when the payment is made or the
payment is due (whichever is earlier). Contract liabilities are recognised as revenue when the Group performs under the
contract.
Interest income
For all financial assets measured either at amortised cost, interest income is recorded using the effective interest rate (EIR). EIR is
the rate that exactly discounts the estimated future cash payments or receipts over the expected life of the financial instrument
or a shorter period, where appropriate, to the gross carrying amount of the financial asset or to the amortised cost of a financial
liability. When calculating the effective interest rate, the group estimates the expected cash flows by considering all the
recoverable amount is determined for an individual asset, unless the asset does not generate cash inflows that are largely
independent of those from other assets or groups of assets. Where the carrying amount of an asset or CGU exceeds its
recoverable amount, the asset is considered impaired and is written down to its recoverable amount. Impairment losses are
recognised in the statement of profit and loss.
In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that
reflects current market assessments of the time value of money and the risks specific to the asset. In determining net selling
price, recent market transactions are taken into account, if available. If no such transactions can be identified, an appropriate
valuation model is used.
The Group bases its impairment calculation on detailed budgets and forecast calculations, which are prepared separately for
each of the Group’s CGUs to which the individual assets are allocated. These budgets and forecast calculations generally cover a
period of five years.
For longer periods, a long-term growth rate is calculated and applied to project future cash flows after the fifth year. To estimate
cash flow projections beyond periods covered by the most recent budgets/ forecasts, the Group extrapolates cash flow
projections in the budget using a steady or declining growth rate for subsequent years, unless an increasing rate can be justified.
In any case, this growth rate does not exceed the long-term average growth rate for the products, industries, or country or
countries in which the entity operates, or for the market in which the asset is used.
After impairment, depreciation is provided on the revised carrying amount of the asset over its remaining useful life. Impairment
losses of continuing operations, including impairment on inventories, are recognised in the statement of profit and loss, except
for properties previously revalued with the revaluation surplus taken to OCI. For such properties, the impairment is recognised in
OCI up to the amount of any previous revaluation surplus.
The impairment loss recognised in prior accounting periods is reversed if there has been a change in estimates of recoverable
amount. The carrying value after reversal is not increased beyond the carrying value that would have prevailed by charging
usual depreciation if there was no impairment.
Goodwill and intangible assets with indefinite useful life are tested for impairment annually as at March 31. Impairment is
determined for goodwill by assessing the recoverable amount of each CGU (or group of CGUs) to which the goodwill relates.
When the recoverable amount of the CGU is less than its carrying amount, an impairment loss is recognised. Impairment losses
relating to goodwill cannot be reversed in future periods.
q. Provisions
General
Provisions are recognised when the Group has a present obligation (legal or constructive) as a result of a past event, it is
probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable
estimate can be made of the amount of the obligation.
If the effect of the time value of money is material, provisions are discounted using a current pre-tax rate that reflects, when
appropriate, the risks specific to the liability. When discounting is used, the increase in the provision due to the passage of time is
recognised as a finance cost.
Liquidity damages
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.
Operation, maintenance and warranty provisions
Operation, maintenance and warranty ('O&M') represents the expected liability on account of field failure of parts of Wind
Turbine Generators (‘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.
r. Retirement and other employee benefits
Retirement benefits in the form of provident fund, employee state insurance and superannuation fund are defined contribution
schemes.
The Group has no obligation other than the contribution payable to the funds and the contribution payable to fund is recognised
as an expense, when an employee renders the related service. If the contribution payable to the scheme for service received
before the balance sheet date exceeds the contribution already paid, the deficit payable to the scheme is recognised as a
liability after deducting the contribution already paid. If the contribution already paid exceeds the contribution due for services
received before the balance sheet date, then excess is recognised as an asset to the extent that the pre-payment will lead to, for
example, a reduction in future payment or a cash refund.
Retirement benefits in the form of gratuity is defined benefit obligations and is provided for on the basis of an actuarial valuation,
using projected unit credit method as at each balance sheet date.
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 in the period in which they occur. Re-measurements are not reclassified to statement of profit and loss in
subsequent periods.
Net interest is calculated by applying the discount rate to the net defined benefit liability or asset. The Company recognised the
following changes in defined benefit obligation as an expense in statement of profit or loss.
• Service cost comprising of current service cost, past service cost gains and loss on entitlements and non-routine settlement.
• Net interest expenses or income.
De-recognition
A financial asset (or, where applicable, a part of a financial asset or part of a group of similar financial assets) is primarily
derecognised (i.e. removed from the Group’s consolidated balance sheet) when:
• The rights to receive cash flows from the asset have expired, or
• The group has transferred its rights to receive cash flows from the asset or has assumed an obligation to pay the
received cash flows in full without material delay to a third party under a ‘pass-through’ arrangement; and either:
a. the Group has transferred substantially all the risks and rewards of the asset, or
b. the Group has neither transferred nor retained substantially all the risks and rewards of the asset, but has
transferred control of the asset.
When the Group has transferred its rights to receive cash flows from an asset or has entered into a pass-through arrangement, it
evaluates if and to what extent it has retained the risks and rewards of ownership. When it has neither transferred nor retained
substantially all of the risks and rewards of the asset, nor transferred control of the asset, the Group continues to recognise the
transferred asset to the extent of the Group’s continuing involvement. In that case, the Group also recognises an associated
liability. The transferred asset and the associated liability are measured on a basis that reflects the rights and obligations that the
Group has retained.
Continuing involvement that takes the form of a guarantee over the transferred asset is measured at the lower of the original
carrying amount of the asset and the maximum amount of consideration that the Group could be required to repay.
Impairment of financial assets
In accordance with Ind AS 109, the Group applies expected credit loss (ECL) model for measurement and recognition of
impairment loss on the following financial assets and credit risk exposure:
a. Financial assets that are debt instruments, and are measured at amortised cost e.g., loans, debt securities, deposits,
trade receivables and bank balance
b. Financial assets that are debt instruments and are measured as at FVTOCI
c. Trade receivables or any contractual right to receive cash or another financial asset that result from transactions that are
within the scope of Ind AS 115 Revenue from contracts with customers
d. Loan commitments which are not measured as at FVTPL
e. Financial guarantee contracts which are not measured as at FVTPL
The Group follows ‘simplified approach’ for recognition of impairment loss allowance on trade receivables or contract revenue
receivables. The application of simplified approach does not require the Group to track changes in credit risk. Rather, it
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 Group determines that whether there has
been a significant increase in the credit risk since initial recognition. If credit risk has not increased significantly, 12-month ECL is
used to provide for impairment loss. However, if credit risk has increased significantly, lifetime ECL is used. If, in a subsequent
period, credit quality of the instrument improves such that there is no longer a significant increase in credit risk since initial
recognition, then the entity reverts to recognising impairment loss allowance based on 12-month ECL.
Lifetime ECL are the expected credit losses resulting from all possible default events over the expected life of a financial
instrument. The 12-month ECL is a portion of the lifetime ECL which results from default events that are possible within 12 months
after the reporting date.
ECL is the difference between all contractual cash flows that are due to the Group in accordance with the contract and all the
cash flows that the entity expects to receive (i.e. all cash shortfalls), discounted at the original EIR. When estimating the cash
flows, an entity is required to consider:
• All contractual terms of the financial instrument (including prepayment, extension, call and similar options) over the
expected life of the financial instrument. However, in rare cases when the expected life of the financial instrument cannot be
estimated reliably, then the entity is required to use the remaining contractual term of the financial instrument.
• Trade receivables do not carry any interest and are stated at their nominal value as reduced by appropriate allowances for
estimated irrecoverable amounts. Estimated irrecoverable amounts are based on the ageing of the receivables balance
and historical experience. Individual trade receivables are written off when management deems them not to be collectible.
ECL impairment loss allowance (or reversal) recognised during the period is recognised as income/ expense in the statement of
profit and loss. This amount is reflected under the head ‘other expenses’ in the statement of profit and loss. The balance sheet
presentation for various financial instruments is described below:
• Financial assets measured as at amortised cost and contractual revenue receivables: ECL is presented as an
allowance, i.e. as an integral part of the measurement of those assets in the balance sheet. The allowance reduces the
net carrying amount. Until the asset meets write-off criteria, the Group does not reduce impairment allowance from the
gross carrying amount.
• Loan commitments and financial guarantee contracts: ECL is presented as a provision in the balance sheet, i.e. as a
liability.
• Debt instruments measured at FVTOCI: Since financial assets are already reflected at fair value, impairment allowance is
not further reduced from its value. Rather, ECL amount is presented as ‘accumulated impairment amount’ in the OCI.
For assessing increase in credit risk and impairment loss, the group combines financial instruments on the basis of shared credit
risk characteristics with the objective of facilitating an analysis that is designed to enable significant increases in credit risk to be
identified on a timely basis.
external parties. A change in the business model occurs when the group either begins or ceases to perform an activity that is
significant to its operations. If the Group reclassifies financial assets, it applies the reclassification prospectively from the
reclassification date which is the first day of the immediately next reporting period following the change in business model. The
Group does not restate any previously recognised gains, losses (including impairment gains or losses) or interest.
Offsetting of financial instruments
Financial assets and financial liabilities are offset and the net amount is reported in the consolidated balance sheet if there is a
currently enforceable legal right to offset the recognised amounts and there is an intention to settle on a net basis, to realise the
assets and settle the liabilities simultaneously.
t. Derivative financial instruments and hedge accounting
Initial recognition and subsequent measurement
The Group uses derivative financial instruments, such as forward currency contracts to hedge its foreign currency risks. Such
derivative financial instruments are initially recognised at fair value on the date on which a derivative contract is entered into and
are subsequently re-measured at fair value. Derivatives are carried as financial assets when the fair value is positive and as
financial liabilities when the fair value is negative.
The purchase contracts that meet the definition of a derivative under Ind AS 109 are recognised in the statement of profit and
loss. Commodity contracts that are entered into and continue to be held for the purpose of the receipt or delivery of a non-
financial item in accordance with the Group’s expected purchase, sale or usage requirements are held at cost.
Any gains or losses arising from changes in the fair value of derivatives are taken directly to profit or loss, except for the effective
portion of cash flow hedges, which is recognised in OCI and later reclassified to statement of profit and loss when the hedge item
affects profit or loss or treated as basis adjustment if a hedged forecast transaction subsequently results in the recognition of a
non-financial asset or non-financial liability.
For the purpose of hedge accounting, hedges are classified as:
• Fair value hedges when hedging the exposure to changes in the fair value of a recognised asset or liability or an
unrecognised firm commitment.
• Cash flow hedges when hedging the exposure to variability in cash flows that is either attributable to a particular risk
associated with a recognised asset or liability or a highly probable forecast transaction or the foreign currency risk in an
unrecognised firm commitment.
• Hedges of a net investment in a foreign operation
At the inception of a hedge relationship, the Group formally designates and documents the hedge relationship to which the
Group wishes to apply hedge accounting and the risk management objective and strategy for undertaking the hedge. The
documentation includes the group’s risk management objective and strategy for undertaking hedge, the hedging/ economic
relationship, the hedged item or transaction, the nature of the risk being hedged, hedge ratio and how the entity will assess the
effectiveness of changes in the hedging instrument’s fair value in offsetting the exposure to changes in the hedged item’s fair
value or cash flows attributable to the hedged risk. Such hedges are expected to be highly effective in achieving offsetting
changes in fair value or cash flows and are assessed on an ongoing basis to determine that they actually have been highly
effective throughout the financial reporting periods for which they were designated.
Hedges that meet the strict criteria for hedge accounting are accounted for, as described below:
i. Fair value hedges
The change in the fair value of a hedging instrument is recognised in the statement of profit and loss as finance costs.
The change in the fair value of the hedged item attributable to the risk hedged is recorded as part of the carrying value of
the hedged item and is also recognised in the statement of profit and loss as finance costs.
For fair value hedges relating to items carried at amortised cost, any adjustment to carrying value is amortised through
profit or loss over the remaining term of the hedge using the EIR method. EIR amortisation may begin as soon as an
adjustment exists and no later than when the hedged item ceases to be adjusted for changes in its fair value attributable
to the risk being hedged.
If the hedged item is derecognised, the unamortised fair value is recognised immediately in profit or loss. When an
unrecognised firm commitment is designated as a hedged item, the subsequent cumulative change in the fair value of
the firm commitment attributable to the hedged risk is recognised as an asset or liability with a corresponding gain or
loss recognised in statement of profit and loss.
ii. Cash flow hedges
The effective portion of the gain or loss on the hedging instrument is recognised in OCI in the cash flow hedge reserve,
while any ineffective portion is recognised immediately in the statement of profit and loss.
The Group uses forward currency contracts as hedges of its exposure to foreign currency risk in forecast transactions and
firm commitments, as well as forward commodity contracts for its exposure to volatility in the commodity prices. The
ineffective portion relating to foreign currency contracts is recognised in finance costs and the ineffective portion relating to
commodity contracts is recognised in other income or expenses. Amounts recognised as OCI are transferred to profit or loss
when the hedged transaction affects profit or loss, such as when the hedged financial income or financial expense is
recognised or when a forecast sale occurs. When the hedged item is the cost of a non-financial asset or non-financial
liability, the amounts recognised as OCI are transferred to the initial carrying amount of the non-financial asset or liability.
If the hedging instrument expires or is sold, terminated or exercised without replacement or rollover (as part of the
hedging strategy), or if its designation as a hedge is revoked, or when the hedge no longer meets the criteria for hedge
accounting, any cumulative gain or loss previously recognised in OCI remains separately in equity until the forecast
transaction occurs or the foreign currency firm commitment is met.
The Group determined that both the supply of WTGs and project execution activities can be performed distinctly on a stand-
alone basis which indicates that the customer can benefit from respective performance obligations on their own. The Group also
determined that the promises to supply the WTG and execute projects are distinct within the context of the contract and are not
inputs to a combined item in the contract. Further, the WTG supply and project execution activities are not highly interdependent
or highly interrelated, as the Group would be able to supply WTGs wherein the project execution activities can be performed by
customers directly. Further, the Group chose output method for measuring the progress of performance obligation.
• Determining method to estimate variable consideration and assessing the constraint.
Contracts for the supply of WTGs and project execution activities include a right for penalty in case of delayed delivery or
commissioning and compensation for performance shortfall expected in future over the life of the guarantee assured that give
rise to variable consideration. In estimating the variable consideration, the Group considers the dynamics of each contract and
the factors relevant to that sale on a case to case basis.
Before including any amount of variable consideration in the transaction price, the Group considers whether the amount of
variable consideration is constrained. The Group determined that the estimates of variable consideration are not constrained
based on its historical experience, business forecast and the current economic conditions. In addition, the uncertainty on the
variable consideration will be resolved within a short time frame.
Taxes
The Group does not recognise deferred tax liability with respect to unremitted retained earnings and associated foreign currency
translation reserve of Group subsidiaries and joint ventures wherever it controls the timing of the distribution of profits and it is probable
that the subsidiaries and joint ventures will not distribute the profit and foreseeable future. Also, the Group does not recognised
deferred tax liability on the unremitted earnings of its subsidiaries wherever it believes that it would avail the tax credit for the dividend
distribution tax payable by the subsidiaries on its dividend distribution.
Classification of interest as associate/ joint venture
The Group has analysed the contractual terms with the parties in order to determine classification of an entity as associate/ joint venture.
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 estimated
irrecoverable amounts. The Group 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 Group 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 ₹
16.27 Crore as at March 31, 2021 (previous year: ₹ 13.84 Crore), refer Note 13.
Taxes
Uncertainties exist with respect to the interpretation of complex tax regulations and the amount and timing of future taxable income.
Given the wide range of international business relationships and the long term nature and complexity of existing contractual
agreements, differences arising between the actual results and the assumption made, or future changes to such assumption, could
necessitate future adjustments to tax income and expense already recorded. The Group establishes provisions, based on reasonable
estimates, for possible consequences of audits by the tax authorities of the respective countries in which it operates. The amount of
such provisions is based on various factors, such as experience of previous tax audits and differing interpretations of tax regulations by
the taxable entity and the responsible tax authority. Such differences of interpretations may arise on a wide variety of issues depending
on the conditions prevailing in the respective Group Company’s domicile.
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 Group has
unabsorbed depreciation, unabsorbed business losses, capital loss and unutilised MAT credit 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 2023 to March 2028, MAT credit in between
March 2023 and capital loss in between March 2024 to March 2028. As there is no certainty of taxable temporary differences or tax
planning operations, the Group has not recognised deferred tax assets on conservative basis.
Defined benefit plans (gratuity benefits)
The cost of the defined benefit gratuity plan and other post-employment medical benefits 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 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 of the post-employment
benefit obligation.
The mortality rate used in determining the defined benefit plan obligations differ from subsidiary to subsidiary. 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.
173
174
9. Other intangible assets and goodwill
• 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 par aggregating to ₹ 49,98,00,000/- (Rupees forty nine crore ninety eight lacs only).
ii. Allotment of securities of the Company on preferential basis in terms of the Resolution Plan for restructuring of debt of STG to the
lenders for part conversion of their debt, refer point c above.
h. The Securities Issue Committee of the Board of Directors of the Company, at its meeting held on July 14, 2020 has allotted 51,19,92,560
(Fifty one crore nineteen lacs ninety two thousand five hundred sixty) 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 ₹ 346,61,89,631.20 (Rupees three hundred
forty six crore sixty one lacs eighty nine thousand six hundred thirty one and twenty paisa only) to holders of Foreign Currency
Convertible Bonds as per the terms of the Mandatory Conversion Notice issued by the Company pursuant to restructuring of Foreign
Currency Convertible Bonds having a face value of USD 1,000 each in terms of the consent solicitation and information memorandum.
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 in terms of the
consent solicitation and information memorandum:
• 78,588,145 (Seven crore eighty five lacs eighty eight thousand one hundred forty five) fully paid-up equity shares aggregating to
₹ 20,51,15,058.45/- (Rupees twenty crore fifty one lacs fifteen thousand fifty eight and forty five paisa only) on October 12, 2020
on conversion of 8,564 Bonds worth USD 2,740,480.
• 31,879,403 (Three crore eighteen lacs seventy nine thousand four hundred three) fully paid-up equity shares aggregating to ₹
8,32,05,241.83/- (Rupees eight crore thirty two lacs five thousand two hundred forty one and eighty three paisa only) on
November 20, 2020 on conversion of 3,474 Bonds worth USD 1,111,680.
• 28,676,781 (Two crore eighty six lacs seventy six thousand seven hundred eighty one) fully paid-up equity shares aggregating to
₹ 7,48,46,398.41/- (Rupees seven crore forty eight lacs forty six thousand three hundred ninety eight and forty one paisa only) on
December 30, 2020 on conversion of 3,125 Bonds worth USD 1,000,000.
• 84,617,151 (Eight crore forty six lacs seventeen thousand one hundred fifty one) fully paid-up equity shares aggregating to ₹
22,08,50,764.11/- (Rupees twenty two crore eight lacs fifty thousand seven hundred sixty four and eleven paisa only) on
February 01, 2021 on conversion of 9,221 Bonds worth USD 2,950,720.
• 5,87,28,240 (Five crore eighty seven lacs twenty eight thousand two hundred forty) fully paid-up equity shares aggregating to ₹
15,32,80,706.40 (Rupees fifteen crore thirty two lacs eighty thousand seven hundred six and forty paisa only) on March 11, 2021
on conversion of 6,313 Bonds worth USD 2,047,937 (after capitalising interest @ 2.75% per annum accrued on half yearly basis
on the Bonds worth US$ 2,020,160).
i. The equity shares, CCDs, OCDs and Warrants so allotted on preferential basis shall be subject to lock-in for such period as may be
prescribed under the ICDR Regulations.
Post allotment of equity shares, the paid-up equity capital of the Company is ₹ 1701,60,25,546/- (Rupees one thousand seven hundred
one crore sixty lacs twenty five thousand five hundred forty six only) divided into 850,80,12,773 (Eight hundred fifty crore eighty lacs
twelve thousand seven hundred seventy three) equity shares of ₹ 2/- each.
21. Other equity
Refer statement of changes in equity for detailed movement in equity balance.
March 31, 2021 March 31, 2020
Share application money pending allotment (refer Note 23 f (ii)) 12.99 -
Equity component of compound financial instruments 41.65 28.50
Equity component of compulsory convertible debentures (refer Note 23 a) 49.98 -
Capital reserve 23.30 23.30
Capital reserve on consolidation 0.03 0.03
Capital redemption reserve 15.00 15.00
Legal and statutory reserve 1.11 1.11
General reserve 916.89 916.89
Securities premium 9,563.40 9,239.10
Capital contribution 6,273.42 -
Retained earnings (21,676.92) (21,741.88)
Foreign currency translation reserve (497.32) (528.94)
Money received against share warrants (refer Note 20 c (iii)) 231.84 -
Total (5,044.63) (12,046.89)
Nature and purposes of various items in other equity:
a. Equity component of compound financial instruments
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.
b. Capital reserve
The Group recognises profit or loss on purchase / sale of the equity instruments in case of merger to capital reserve.
xi. ₹ 251.51 Crore (previous year: ₹ 259.63 Crore) classified as current portion of long-term borrowings secured by way of wind turbine
components, proceeds from project of one of the subsidiary along with 100% pledge of its shares, advance payment guarantee of
the Company and assignment of all contracts and its benefits entered into by the subsidiary shown in long-term borrowings.
xii. ₹ Nil (previous year: ₹ 296.24 Crore) of AERH pursuant to invocation of SBLC which are secured by assets of AERH and pari passu
charge on certain assets of the Borrowers.
f. Foreign currency convertible bonds (FCCBs)
On April 06, 2020, the restructuring of July 2019 bonds was approved by bondholders and have been restructured as per the terms of
Consent Solicitation and Information Memorandum (‘CSIM’) as follows:
i. Issuance of up to 53,12,34,317 equity shares of SEL to bondholders against July 2019 bonds of USD 59.717 Million at conversion
price of ₹ 6.77 per share of which 51,19,92,560 equity shares of SEL are issued to bondholders on July 14, 2020 pursuant to
conversion of bonds of USD 57.554 Million. Pursuant to the same, the liability in relation to USD 59.717 Million July 2019 bonds
forming part of borrowings and financial liabilities has been settled in equity at conversion price and the gain on extinguishment
of interest accrued and foreign exchange is credited to statement of profit and loss under exceptional items.
ii. Conversion of 2,163 July 2019 bonds having face value of USD 2.163 Million into equity shares of SEL is pending pursuant to
pending conversion instructions from bondholders. The value of the same is classified under other equity. Pursuant to the same,
the liability in relation to USD 2.163 Million July 2019 bonds forming part of borrowings and financial liabilities has been settled in
equity at conversion price and the gain on extinguishment of interest accrued and foreign exchange is credited to statement of
profit and loss under exceptional items.
iii. Issuance of new 112,285 bonds having a face value of USD 320 each aggregating to USD 35.931 Million to bondholders on
August 17, 2020 (‘August 2032 Bonds’) against exchange of 112,285 July 2019 bonds having a face value of USD 1,000
aggregating to USD 112.285 Million. Pursuant to the same, the liability in relation to USD 112.285 Million July 2019 bonds forming
part of borrowings and financial liabilities has been restructured with USD 35.931 Million August 2032 bonds and net gain on
extinguishment of July 2019 bonds, interest accrued thereon, foreign exchange and cost incurred for restructuring is credited to
statement of profit and loss under exceptional items.
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 the 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) 26.467 Million#
#
Since the date of issuance, Bonds equivalent to USD 9.823 Million of August 2032 Bonds have been converted into shares
by March 31, 2021.
* Out of 4.00% coupon, 1.25% shall be paid on half yearly basis and balance 2.75% shall be accrued and added to the principal
value of the Bonds.
g. Suzlon Wind Energy Corporation (‘SWECO’), wholly owned step down subsidiary of the Company based in USA was in default towards
servicing of debt to Exim Bank and having outstanding loan of USD 5.05 Million (₹ 37.04 Crore) as at March 31, 2021. Exim Bank has
agreed to the extension of the loan agreement upon representation made by SWECO and other guarantors on June 28, 2021, subject to
certain conditions. The Management is confident and working towards fulfilling these conditions.
h. Seventus LLC (‘Seventus’), step down subsidiary of the Company based in USA was in default towards servicing of debt to Exim Bank and
having outstanding loan of USD 34.31 Million (₹ 251.51 Crore) and interest payable of USD 4.99 Million (₹ 36.58 Crore) as at March 31,
2021. Seventus has submitted the proposal for one time settlement of the loan wherein the outstanding amount of loan and interest
payable to be settled against restructured loan of USD 18.67 Million (₹ 140.00 Crore). The one time settlement (‘OTS’) amount shall be
paid from the proceeds of sale of inventory held by Seventus to SEL. The OTS proposal is under active consideration of Exim Bank.
i. The details of repayment of long-term borrowing are as follows :
Particulars Year Up to 1 year 2 to 5 years Above 5 years Total
Secured loans* March 31, 2021 648.14 1,561.59 4,276.56 6,486.29
March 31, 2020 2,107.56 803.72 - 2,911.28
Unsecured loans March 31, 2021 7.83 34.17 154.88 196.88
March 31, 2020 1,343.67 38.05 - 1,381.72
Total March 31, 2021 655.97 1,595.76 4,431.44 6,683.17
March 31, 2020 3,451.23 841.77 - 4,293.00
*The effective rate of interest on long-term borrowings availed in INR ranges between 9.00% p.a. to 13.00% p.a. during the year post
implementation of Resolution Plan, availed in foreign currency ranges between from 4% p.a. to 6% p.a. and on short-term borrowing
ranges between 9.25% p.a. to 12.75% p.a. 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.
Type of transaction Type of Name of the entity / person Year ended March 31,
relationship 2021 2020
Remuneration RKMP Nidhi T Tanti - 0.33
Rajan Tanti - 0.07
Director sitting fees KMP Girish R Tanti 0.06 0.04
Rakesh Sharma 0.06 -
Marc Desaedeleer 0.07 0.06
Sameer Shah 0.06 -
Seemantinee Khot 0.07 -
Per Hornung Pedersen 0.09 0.08
Gautam Doshi 0.05 -
Pratima Ram - 0.02
Vijaya Sampath - 0.03
Vaidhyanathan Raghuraman - 0.03
Venkataraman Subramanian - 0.03
Contribution to various funds Employee funds Suzlon Energy Limited Superannuation Fund 0.22 0.12
Suzlon Energy Limited Employee Group 0.29 0.64
Gratuity Scheme
Suzlon Gujarat Wind Park Limited Employee Group 0.16 0.05
Gratuity Scheme
Suzlon Global Services Limited Employee Group 0.14 0.10
Gratuity Scheme
Debt taken pursuant to JV Suzlon Generators Limited 2.80 -
assignment of debt
Reimbursement of EKMP SE Freight and Logistics India Private Limited 0.02 -
expenses payable
Reimbursement of JV Suzlon Generators Limited 0.24 0.09
expenses receivable
Compensation of key management personnel of the Group recognised as an expense during the reporting period:
March 31, 2021 March 31, 2020
Short-term employee benefits 15.55 11.61
Post-employment gratuity 0.70 1.59
Total 16.25 13.20
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. Impairment 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 details given below. 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.
Description of significant unobservable inputs to valuation:
CCPS issued by SGSL are recorded in SEL after application of probability weighted average method as follows:
Particulars Fair value Probability % Liability
Derivative put option - Exit 1 - 0% -
Derivative put option - Exit 2 440.91 20% 88.18
Derivative put option - Exit 3 2,503.99 70% 1,752.79
Derivative put option - Exit 4 778.87 10% 121.98
Non-derivative element of CCPS 440.91
Total CCPS liability value 100% 1,962.95
considering to de-risk the effects of the LIBOR increase by converting into fixed rate loan. The Group manages its interest rate
risk by having a balanced portfolio of fixed and variable rate loans and borrowings.
Interest rate sensitivity
The following table demonstrates the sensitivity to a reasonably possible change in interest rates on that portion of loans and
borrowings affected. With all other variables held constant, the Group’s profit before tax is affected through the impact on
floating rate borrowings, as follows:
Currency Change in currency rate Effect on profit before tax
March 31, 2021 March 31, 2020
USD +5% (1.26) (1.30)
USD -5% 1.26 1.30
ii. 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 Group’s exposure to the risk of changes in foreign exchange rates relates primarily to the Group’s operating
activities (when revenue or expense is denominated in a foreign currency) and the Group’s borrowings and investments in
foreign currency.
The Group’s exposure to foreign currency risk as at the end of the financial year expressed in INR are as follows:
Particulars March 31, 2021 March 31, 2020
USD Euro Others USD Euro Others
Financial assets
Loans 97.16 732.45 1.25 98.04 699.02 2.45
Investments 73.30 - 68.43 75.67 - 68.43
Trade receivables 169.43 24.60 133.44 185.58 29.61 22.99
Bank balances 0.05 4.50 - 0.18 2.55 -
Other assets 262.86 13.18 23.61 15.41 8.92 19.73
Total 602.80 774.73 226.73 374.88 740.10 113.60
Financial liabilities
Borrowings 232.17 240.73 - 1,979.57 233.39 -
Trade payable 407.01 79.79 62.77 410.02 62.75 46.22
Other liabilities 4,232.03 41.58 7.66 4,071.60 33.56 0.64
Total 4,871.21 362.10 70.43 6,461.19 329.70 46.86
Foreign currency sensitivity
The Group’s currency exposures in respect of monetary items at March 31, 2021 and March 31, 2020 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 Group’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.
Currency Change in currency rate Effect on profit before tax
March 31, 2021 March 31, 2020
USD +5% (179.87) (282.53)
USD -5% 179.87 282.53
EURO +5% 21.37 20.87
EURO -5% (21.37) (20.87)
b. Credit risk
Credit risk is the risk of financial loss to the Group if a customer or counter-party fails to meet its contractual obligations. The Group is exposed
to credit risk from its operating activities (primarily trade receivables) and from its financing activities (primarily loans). The Group consistently
monitors the financial health of its customers, progress under its contracts 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 Group from any non-fulfilment of its liabilities to various creditors, statutory obligations, or any stakeholders.
i. Trade receivables
The Group’s exposure to trade receivables is limited due to diversified customer base. The Group consistently monitors progress
under its contracts 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.
Refer Note 2.4(s) 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, and other financial assets. Investments of surplus funds are made only with approved
counterparties and within credit limits assigned.
The Group’s maximum exposure to credit risk as at March 31, 2021 and as at March 31, 2020 is the carrying value of each class of
financial assets.
Place: Pune
Date: June 29, 2021
Notice
NOTICE is hereby given that the Twenty Sixth Annual General Meeting of Suzlon Energy Limited (the “Meeting”) will be held on Friday, September 24,
2021 at 11.00 a.m. (IST) through Video Conferencing or Other Audio Visual Means (“VC / OAVM”), to transact the following businesses:
ORDINARY BUSINESS:
1. To adopt financial statements, etc. for the financial year 2020-21
To receive, consider and adopt the Audited Financial Statements of the Company for the financial year ended on March 31, 2021 on standalone
and consolidated basis and the reports of the Board of Directors and Auditors thereon.
2. To re-appoint Mr. Girish R.Tanti as Director
To appoint a Director in place of Mr. Girish R.Tanti (DIN: 00002603), who retires by rotation and being eligible offers himself for re-appointment.
3. To re-appoint Mr. Tulsi R.Tanti as Director
To appoint a Director in place of Mr. Tulsi R.Tanti (DIN: 00002283), who retires by rotation and being eligible offers himself for re-appointment.
SPECIAL BUSINESS:
4. To approve remuneration of the Cost Auditors for the financial year 2021-22
To consider and if thought fit, to pass, with or without modification, the following resolution as an Ordinary Resolution:
“RESOLVED THAT pursuant to the provisions of Section 148 and other applicable provisions, if any, of the Companies Act, 2013 and Rules made
thereunder (including any statutory modification(s) or re-enactment thereof for the time being in force) (hereinafter referred to as the “Act”), M/s.
D.C. Dave & Co., Cost Accountants (Firm Registration No.000611), the Cost Auditors appointed by the Board of Directors of the Company to
conduct the audit of the Cost Records of the Company for the financial year 2021-22, be paid a remuneration of ₹ 5,00,000/- (Rupees Five Lacs
Only) per annum plus applicable taxes and reimbursement of out-of-pocket expenses.”
“RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorised to do all such acts, deeds, matters and things and
sign agreements, forms, declarations, returns, letters and papers as may be necessary, desirable and expedient to give effect to this resolution.”
5. To vary the terms of convertible warrants issued by the Company to the lenders on preferential basis pursuant to restructuring of debt of
the Company and its certain identified subsidiaries
To consider and if thought fit, to pass, with or without modification, the following resolution as a Special Resolution:
“RESOLVED THAT in partial modification of the earlier resolution passed by the shareholders of the Company on May 18, 2020 by way of Postal
Ballot and in terms of restructuring of debt (hereinafter referred to as the “Resolution Plan”, which term shall include inter alia debt restructuring
proposal, sanction letters issued by the lenders, the definitive agreements and other documents, writings, written communications as the Board
enters into / exchanges with the lenders / others in relation to or in order to implement the Resolution Plan) of the Company and its certain
identified subsidiaries (collectively, “Suzlon The Group” or the “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 (hereinafter referred to as the
“RBI Circular”) and pursuant to the provisions of Sections 23(1)(b), 42, 62(1)(c) and other applicable provisions, if any and to the extent applicable,
of the Act and in accordance with the provisions of the Memorandum and Articles of Association of the Company, the provisions of Regulation
158(6) of Chapter V – “Preferential Issue” and other applicable provisions, if any, of the Securities and Exchange Board of India (Issue of Capital
and Disclosure Requirements) Regulations, 2018, as may be modified or re-enacted from time to time (hereinafter referred to as “ICDR
Regulations”), the provisions of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015
(hereinafter referred to as the “Listing Regulations”) read with the listing agreements entered into by the Company with the stock exchanges
where the shares of the Company are listed and all other applicable laws, rules, regulations, notifications, guidelines, circulars and clarifications
issued by various authorities including but not limited to the Government of India (“GOI”), the Securities and Exchange Board of India (“SEBI”),
the Reserve Bank of India (“RBI”), the Ministry of Corporate Affairs (“MCA”) and other competent authorities, and subject to the approvals,
permissions, sanctions and consents as may be necessary from lenders and any regulatory and other appropriate authorities including but not
limited to the GOI, SEBI, RBI, MCA, lenders, etc., and all such other approvals and subject to such conditions and modifications as may be
prescribed by any of them while granting such approvals, permissions, sanctions and consents, which may be agreed to by the Board of
Directors of the Company (hereinafter referred to as the “Board”, which term shall be deemed to include any committee which the Board has
constituted or may constitute to exercise its powers, including the powers conferred by this resolution), the consent of the Company be and is
hereby accorded to vary the terms of 49,85,88,439 (Forty Nine Crores Eighty Five Lacs Eighty Eight Thousand Four Hundred Thirty Nine) fully
paid up convertible warrants of the Company having a face value of ₹ 2/- (Rupees Two Only) each allotted to the lenders on June 27, 2020 in part
conversion / resolution of their debt by way of a preferential allotment, as under:
1) All Warrants shall be continued to be deposited into a separate escrow agent account. The Warrants shall be released by the escrow
agent to the Warrant Holders only upon occurrence of the “conversion event” (as described below).
2) In case Part A Facilities under the Resolution Plan are not classified as “Standard” (as per Reserve Bank of India’s Master Circular -
Prudential Norms on Income Recognition, Asset Classification and Provisioning pertaining to Advances dated July 1, 2015 (hereinafter
referred to as “IRAC norms”)) by June 30, 2022 or such other date as may be agreed upon with the lenders (“Conversion Event”), then
the Warrants shall be converted into and the Company shall allot, at no additional cost / payment, 1 (One) equity share of a face value of ₹
2/- (Rupees Two Only) each of the Company per Warrant, aggregating to 49,85,88,439 (Forty Nine Crores Eighty Five Lacs Eighty Eight
Thousand Four Hundred Thirty Nine) equity shares of the Company in exchange of all the Warrants together, subject to necessary
adjustments on account of any subsequent corporate actions, at no additional cost of any nature.
3) In case Part A Facilities under the Resolution Plan are upgraded as “Standard” (as per IRAC norms) on or before June 30, 2022 or such
other date as may be agreed upon with the lenders, then all the Warrants shall expire without any further action required from the
Company or the Proposed Warrant Holders and the amount subscribed shall stand forfeited.
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SUZLON ENERGY LTD., ANNUAL REPORT 2020-21 201
4) The Warrants by their nature, until converted into equity shares, do not give the Proposed Warrant Holders any rights available to
shareholders of the Company including voting rights.
5) The equity shares arising from exercise of the Warrants shall be fully paid up at the time of allotment and shall rank pari passu with the
existing equity shares of the Company in all respects and the same shall be subject to lock-in for such period as may be prescribed under
Regulation 158(6) of the ICDR Regulations. The said equity shares shall be listed on the National Stock Exchange of India Limited and BSE
Limited subject to the receipt of necessary regulatory permissions and approvals, as the case may be.
6) Upon taking delivery of equity shares and subject to the lock-in requirements and other applicable provisions of the ICDR Regulations,
the Warrant Holders shall be free to immediately sell such shareholding in market and utilise the proceeds for reducing their Part A
Facilities under the Resolution Plan.”
“RESOLVED FURTHER THAT in accordance with Regulation 158(6) of the ICDR Regulations read with Regulations 31-33 of Annex-1 to the RBI Circular, the
“Reference Date”, for conversion of convertible securities into equity is the date on which the lenders approve the conversion of the convertible
securities into equity and as the Warrant Holders (being the lenders to the Company) have approved the conversion of Warrants under the terms of the
Resolution Plan (such terms have been described in above paragraph), such ‘Reference Date’ is the date on which the lenders have approved the
Resolution Plan.”
“RESOLVED FURTHER THAT save to the limited extent expressly set out herein, no other terms of the Warrants as issued by the Company pursuant to the
special resolution passed by the shareholders by way of postal ballot on May 18, 2020, are proposed to be modified in any other manner.”
“RESOLVED FURTHER THAT for the purpose of giving effect to the aforesaid resolution, the Board / Securities Issue Committee of the Board (for actions
that are permitted to be performed by such Committee under the provisions of the Act) be and is hereby authorised on behalf of the Company to take all
actions and to do all such acts, deeds, matters and things (including sub-delegating its powers to such other authorised representatives) as it may, in its
absolute discretion, deem necessary, proper or desirable for such purpose, including revising the Reference Date in accordance with applicable law,
deciding and / or finalising other terms in consonance with the ICDR Regulations, appointing intermediaries, advisors, consultants, bankers, other
agencies, applying to depositories for admission of securities / lock-in of securities, giving credit for securities so allotted directly into the depository
accounts of the Warrants Holders, listing of the equity shares to be issued and allotted upon conversion of Warrants, and to modify, accept and give
effect to any modifications to the terms and conditions of the issue as may be required by any of the lenders while approving or implementing the
Resolution Plan or by any statutory, regulatory and other appropriate authorities including but not limited to GOI, SEBI, RBI, MCA, etc. and such other
approvals and as may be agreed by the Board, and to settle all questions, difficulties or doubts that may arise in the allotment and listing of the equity
shares arising there from, including utilisation of the issue proceeds and to execute all such affidavits, agreements, applications, deeds, declarations,
documents, forms, letters, returns, undertakings, writings, etc. in connection with the proposed issue as the Board may in its absolute discretion deem
necessary or desirable without being required to seek any further consent or approval of the shareholders or otherwise with the intent that the
shareholders shall be deemed to be have accepted Board’s decisions on such matters as decisions that shall prevail and that the shareholders shall be
deemed to have given their approval thereto expressly by the authority of this resolution.”
“RESOLVED FURTHER THAT the Board be and is hereby authorised to delegate all or any of the powers herein conferred to any other committee of the
Board (for actions that are permitted to be performed by such committee under the provisions of the Act) to give effect to this resolution.”
Notes:
1. An Explanatory Statement pursuant to Section 102 of the Act in respect of the aforesaid items of Special Business is enclosed herewith.
2. The Register of Members and Share Transfer Books of the Company shall remain closed from Saturday, September 18, 2021 to Friday,
September 24, 2021 (both days inclusive) for the purpose of the Meeting.
3. Profile of directors seeking appointment / re-appointment as stipulated under Regulation 36 of the Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations, 2015 (the “Listing Regulations”) is enclosed herewith.
4. The SEBI has mandated the submission of Permanent Account Number (PAN) by every participant in the securities market. The shareholders
holding shares in electronic form are therefore requested to submit their PAN to their Depository Participant and shareholders holding shares in
physical form are required to submit their PAN to the Company’s Registrar and Share Transfer Agent, KFin Technologies Private Limited (“Kfin”),
Selenium Tower B, Plot 31 & 32, Financial District, Nanakramguda, Serilingampally Mandal, Hyderabad-500032, Telangana, India, Email:
einward.ris@kfintech.com; Toll Free No.1-800-309-4001.
5. All documents required to be kept open for inspection, if any, shall be open for inspection at the Registered office and Corporate office of the
Company between 2.00 p.m. and 5.00 p.m. on all working days (excepts Saturdays, Sundays and Holidays). Such documents shall also be made
available on the website of the Company (www.suzlon.com) to facilitate online inspection till the conclusion of the Meeting.
6. In view of continuing pandemic situation of COVID-19, the Ministry of Corporate Affairs (“MCA”) has vide its Circular No.02/2021 dated
January 13, 2021 read with Circular No.14/2020 dated April 8, 2020, Circular No.17/2020 dated April 13, 2020 and Circular No.20/2020 dated
May 5, 2020 (collectively the “MCA Circulars”) permitted holding of the annual general meeting through video conferencing / other audio visual
means (“VC / OAVM”) for the calendar year 2021. The Securities and Exchange Board of India (SEBI) has also vide its Circular
No.SEBI/HO/CFD/CMD2/CIR/P/2021/11 dated January 15, 2021 read with Circular No.SEBI/HO/CFD/CMD1/CIR/P/2020/79 dated May 12, 2020
(collectively the “SEBI Circulars”) permitted holding of AGM through VC / OAVM.
7. In compliance with the applicable provisions of the Act read with the MCA Circulars and SEBI Circulars, the Meeting is being conducted through
VC / OAVM. KFin, the Company’s Registrar and Share Transfer Agent will provide the facility for voting through remote e-voting, participating at
the Meeting through VC / OAVM and e-voting during the Meeting. Accordingly, the members can attend the Meeting through login credentials
provided to them to connect to the VC / OAVM. The attendance of shareholders (members’ logins) attending the Meeting will be counted for the
purpose of reckoning the quorum under Section 103 of the Act.
i. Members can also login using the login credentials of their demat account through their DP registered
Individual with the Depositories for e-voting facility.
members login ii. Once logged-in, members will be able to view e-voting option.
through their
iii. Upon clicking on e-voting option, members will be redirected to the NSDL / CDSL website after
demat accounts /
successful authentication, wherein they will be able to view the e-voting feature.
Website of
Depository iv. Click on options available against Suzlon Energy Limited or KFin.
Participant v. Members will be redirected to e-voting website of KFin for casting their vote during the remote e-voting
period without any further authentication.
Important note: Members who are unable to retrieve User ID / Password are advised to use Forgot user ID and Forgot Password option
available at respective websites.
Helpdesk for Individual members holding securities in demat mode for any technical issues related to login through NSDL / CDSL:
Login type Helpdesk details
Securities held Please contact NSDL helpdesk by sending a request at evoting@nsdl.co.in or call at toll free
with NSDL no.: 1800 1020 990 and 1800 22 44 30
Securities held Please contact CDSL helpdesk by sending a request at helpdesk.evoting@cdslindia.com or contact at
with CDSL 022-23058738 or 022-23058542-43
Details on Step 2 (Access to KFin e-voting system in case of members holding shares in physical and non-individual members in demat
mode) are mentioned below:
II) Login method for e-voting for members other than Individual members holding shares in demat mode and members holding securities
in physical mode.
(A) Members whose email IDs are registered with the Company / Depository Participants(s), will receive an email from KFin which
will include details of e-voting Event Number (EVEN), USER ID and password.
They will have to follow the following process:
i) Launch internet browser by typing the URL: https://emeetings.kfintech.com/
ii) Enter the login credentials (i.e. User ID and password). In case of physical folio, User ID will be EVEN (E-Voting Event Number)
6093, followed by folio number. In case of Demat account, User ID will be your DP ID and Client ID. However, if a member is
registered with KFin for e-voting, they can use their existing User ID and password for casting the vote.
iii) After entering these details appropriately, click on “LOGIN”.
iv) Members will now reach password change Menu wherein they are required to mandatorily change the password. The new
password shall comprise of minimum 8 characters with at least one upper case (A-Z), one lower case (a-z), one numeric
value (0-9) and a special character (@,#,$, etc.,). The system will prompt the member to change their password and update
their contact details viz. mobile number, email ID etc. on first login. Members may also enter a secret question and answer of
their choice to retrieve their password in case they forget it. It is strongly recommended that members do not share their
password with any other person and that they take utmost care to keep their password confidential.
v) Members would need to login again with the new credentials.
vi) On successful login, the system will prompt the member to select the “EVEN” i.e., ‘Suzlon Energy Limited - AGM” and
click on “Submit”
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SUZLON ENERGY LTD., ANNUAL REPORT 2020-21 205
vii) On the voting page, enter the number of shares (which represents the number of votes) as on the cut-off date under
“FOR/AGAINST” or alternatively, a member may partially enter any number in “FOR” and partially “AGAINST” but the
total number in “FOR/AGAINST” taken together shall not exceed the total shareholding as mentioned herein above. A
member may also choose the option ABSTAIN. If a member does not indicate either “FOR” or “AGAINST” it will be treated
as “ABSTAIN” and the shares held will not be counted under either head.
viii) Members holding multiple folios / demat accounts shall choose the voting process separately for each folio / demat account.
ix) Voting has to be done for each item of the Notice separately. In case a member does not desire to cast their vote on any
specific item, it will be treated as abstained.
x) A member may then cast their vote by selecting an appropriate option and click on “Submit”.
xi) A confirmation box will be displayed. Click “OK” to confirm else “CANCEL” to modify. Once a member has voted on the
resolution (s), they will not be allowed to modify their vote. During the voting period, members can login any number of
times till they have voted on the Resolution(s).
(B) Members whose email IDs are not registered with the Company / Depository Participants(s), and consequently the Annual
Report, Notice of Meeting and e-voting instructions cannot be serviced, will have to follow the following process:
i) Members who have not registered their email address, thereby not being in receipt of the Annual Report, Notice of
Meeting and e-voting instructions, may temporarily get their email address and mobile number submitted with KFin, by
accessing the link: https://ris.kfintech.com/clientservices/mobilereg/mobileemailreg.aspx.
ii) Members are requested to follow the process as guided to capture the email address and mobile number for receiving
the soft copy of the Annual Report, Notice of the meeting and e-voting instructions along with the User ID and Password.
In case of any queries, members may write to einward.ris@kfintech.com.
iii) Alternatively, members may send an e-mail request at the email id einward.ris@kfintech.com along with scanned copy
of the request letter, duly signed, providing their email address, mobile number, self-attested PAN copy and Client
Master copy in case of electronic folio and copy of share certificate in case of physical folio for sending the Annual report,
Notice and the e-voting instructions.
iv) After receiving the e-voting instructions, please follow all the above steps to cast your vote by electronic means.
Details on Step 3 (Access to join the Meeting on KFin system and to participate and vote thereat) are mentioned below:
III) Instructions for all the shareholders, including Individual, other than Individual and Physical, for attending the Meeting of the
Company through VC / OAVM and e-voting during the meeting.
i) Members will be able to attend the Meeting through VC / OAVM platform provided by KFin. Members may access the
same at https://emeetings.kfintech.com/ by using the e-voting login credentials provided in the email received from the
Company / KFin.
ii) After logging in, click on the Video Conference tab and select the EVEN of the Company.
iii) Click on the video symbol and accept the meeting etiquettes to join the meeting. Please note that members who do not
have the user id and password for e-voting or have forgotten the same may retrieve them by following the remote e-
voting instructions mentioned above.
IV) Other Instructions:
i) A person, whose name is recorded in the Register of Members or in the Register of Beneficial Owners maintained by the
Depositories as on the cut-off date only shall be entitled to avail the facility of remote e-voting as well as voting at the Meeting.
ii) The voting rights of members shall be in proportion to their shares of the paid up equity share capital of the Company as
on the cut-off date i.e. September 17, 2021.
iii) Any person who acquires shares of the Company and becomes a member of the Company after dispatch of the Notice of
the Meeting and holding shares as of the cut-off date i.e. September 17, 2021 may obtain the User ID and Password in the
manner as mentioned below:
If the mobile number of the member is registered against Folio No. / DP ID Client ID, the member may send SMS:
MYEPWD<space>E-voting Event Number + Folio No. or MYEPWD<space>DP ID Client ID to +91 9212993399
Example for NSDL: MYEPWD<SPACE> IN12345612345678
Example for CDSL: MYEPWD<SPACE> 1402345612345678
Example for Physical: MYEPWD<SPACE> 60931234567890
If email ID of the member is registered against Folio No. / DP ID Client ID, then on the home page of
https://evoting.kfintech.com , the member may click ‘Forgot password’ and enter Folio No. or DP ID Client ID and PAN to
generate a password.
iv) Members may call KFin toll free number 1-800-309-4001.
v) Members may send an email request to: evoting@kfintech.com. If the member is already registered with the KFin e-voting
platform then such member can use his / her existing User ID and password for casting the vote through remote e-voting.
vi) The procedure for e-voting during the Meeting is same as the instructions mentioned above for remote e-voting since
the Meeting is being held through VC / OAVM. The e-voting window shall be activated upon instructions of the Chairman
of the Meeting during the Meeting. E-voting during the Meeting is integrated with the VC / OAVM platform and no
separate login is required for the same.
31. KPRISM- Mobile service application by Kfin:
Members are requested to note that KFin has launched a mobile application - KPRISM and website https://kprism.kfintech.com for online service
to members. Members can download the mobile application, register themselves (one time) for availing host of services viz., consolidated
portfolio view serviced by KFin, dividend status and send requests for change of address, change / update bank mandate. Through the mobile
application, members can download annual reports, standard forms and keep track of upcoming general meetings and dividend
disbursements. The mobile application is available for download from Android Play Store and Google Play Store.
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SUZLON ENERGY LTD., ANNUAL REPORT 2020-21 207
The Board of Directors recommend passing of the Special Resolution to vary the terms of the convertible warrants issued by the Company to the lenders
on preferential basis pursuant to restructuring of debt of the Company and its certain identified subsidiaries. In light of above, you are requested to
accord your approval to the Special Resolution as set out at Agenda Item No.5 of the accompanying Notice.
Copies of documents relevant to this Resolution shall be open for inspection at the Registered office and Corporate office of the Company between 2.00
p.m. and 5.00 p.m. on all working days (except Saturdays, Sundays and Holidays). Such documents shall also be made available on the website of the
Company (www.suzlon.com) to facilitate online inspection till the conclusion of the ensuing Annual General Meeting.
None of the Directors and Key Managerial Personnel of the Company and their relatives has any concern or interest, financial or otherwise, in the
proposed resolution. Further, the Promoters or Directors or Key Managerial Personnel of the Company do not have any shareholding interest exceeding
2% in the Warrant Holders.
Regd. Office: “Suzlon”, 5, Shrimali Society, Near Shri Krishna Complex, Navrangpura, Ahmedabad-380009.
2. Age 51 years
Mr. Girish R.Tanti is brother of Mr. Tulsi R.Tanti, the Chairman & Managing
8. Relationship with other Directors / KMPs Director and Mr. Vinod R.Tanti, the Wholetime Director & Chief Operating
Officer
The details have been provided in the Corporate Governance Report forming
9. No. of meetings attended during the year
part of the Annual Report
Name of domestic companies in which director Name of committees in which member / chairman
2. Age 63 years
4. Experience More than 30 years' experience in the field of renewable energy sector
Mr. Tulsi R.Tanti is brother of Mr. Vinod R.Tanti, the Wholetime Director & Chief
8. Relationship with other Directors / KMPs
Operating Officer and Mr. Girish R.Tanti, the non-executive director
The details have been provided in the Corporate Governance Report forming
9. No. of meetings attended during the year
part of the Annual Report
Name of domestic companies in which director Name of committees in which member / chairman
Group Headquarters:
One Earth, Hadapsar, Pune - 411 028, India.
Tel: +91 20 6702 2000 / 6135 6135 | Fax: +91 20 6702 2100
www.suzlon.com