DirectorsDear Shareholders,
The Directors present the 16 th Annual Report of your Company together withthe audited accounts for the financial year ended March 31,2011.
FINANCIAL PERFORMANCE
The standalone and consolidated audited financial results for the year ended March 31,2011 are as follows:
| Particulars | Standalone | Consolidated |
| Rs Rs. in incrore crore | USD in million* | Rs Rs. incrore in crore | USD in million* |
| 2010-11 | 2009-10 | 2010-11 | 2009-10 | 2010-11 | 2009-10 | 2010-11 | 2009-10 |
| Sales and service income | 4,357.55 | 3,488.68 | 977.14 | 776.99 | 17,879.13 | 20,619.66 | 4,009.22 | 4,592.35 |
| Other operating income | 8.84 | 20.25 | 1.98 | 4.51 | 211.10 | 159.55 | 47.34 | 35.53 |
| Earnings / (loss) before interest, depreciation and tax (EBIDTA) | 180.05 | (242.70) | 40.37 | (54.05) | 808.13 | 943.05 | 181.22 | 210.03 |
| Add: Other non operating income | 331.67 | 222.89 | 74.37 | 49.64 | 106.60 | 69.46 | 23.90 | 15.47 |
| Less: Interest | 578.04 | 653.59 | 129.62 | 145.57 | 1,135.67 | 1,195.03 | 254.66 | 266.15 |
| Less: Depreciation | 156.89 | 126.27 | 35.18 | 28.12 | 657.40 | 662.97 | 147.42 | 147.65 |
| Loss before tax & exceptional Items | (223.21) | (799.67) | (50.05) | (178.10) | (878.34) | (845.49) | (196.96) | (188.30) |
| Less: Exceptional items | 37.28 | 439.02 | 8.36 | 97.78 | 253.28 | (211.89) | 56.80 | (47.19) |
| Loss before tax | (260.49) | (1,238.69) | (58.41) | (275.88) | (1,131.62) | (633.60) | (253.75) | (141.11) |
| Less: Current tax | (19.19) | - | (4.30) | - | 146.90 | 181.65 | 32.94 | 40.46 |
| (Net of earlier years tax and MAT credit entitlement) | | | | | | | | |
| Less: Deferred tax | (55.64) | 175.40 | (12.48) | 39.06 | 38.37 | 174.45 | 8.60 | 38.85 |
| Less: Fringe benefit tax | | | | | | 0.03 | - | 0.01 |
| Loss after tax | (185.66) | (1,414.09) | (41.63) | (314.94) | (1,316.89) | (989.73) | (295.30) | (220.43) |
| Add: Share in associate's profit / (loss) after tax | N.A. | N.A. | N.A. | N.A. | (27.83) | 16.12 | (6.24) | 3.59 |
| Less: Share of loss / (profit ) of minority | N.A. | N.A. | N.A. | N.A. | (20.75) | 8.95 | (4.65) | 1.99 |
| Net Loss | (185.66) | (1,414.09) | (41.63) | (314.94) | (1,323.97) | (982.56) | (296.89) | (218.83) |
| Add: Balance brought forward | 386.00 | 1,800.09 | 85.97 | 400.91 | 943.03 | 1,925.60 | 210.03 | 428.86 |
| Profit available for appropriations | 200.34 | 386.00 | 44.34 | 85.97 | (380.94) | 943.04 | (86.86) | 210.03 |
| Less: Tax on dividends | - | - | - | - | - | 0.01 | - | 0.00 |
| Less: Transfer to legal and statutory reserve | - | - | - | - | 142.22 | - | 31.89 | - |
| Less: Transfer to capital redemption reserve | - | - | - | - | 30.00 | - | 6.73 | - |
| Surplus carried to balance sheet | 200.34 | 386.00 | 44.34 | 85.97 | (553.16) | 943.03 | (125.48) | 210.03 |
*1 USD = Rs. 44.60 as on March 31, 2011 (1 USD = Rs. 44.90 as on March 31, 2010)
2. OPERATIONS REVIEW
On a standalone basis, the Company achieved sale of Rs.4,357.55 crore as againstRs.3,488.68 crore in the previous year. Net loss after tax is lower at Rs.185.66 crore ascompared to net loss after tax of Rs.1,414.09 crore in the previous year. Though thevolumes and performance improved compared to previous year, the costs could not berecovered fully as recessionary trends continue to persist in Europe and the USA.
On consolidated basis, the sale is lower at Rs.17,879.13 crore as against Rs.20,619.66crore in the previous year. Net loss after tax, share in associates profit andminority interest is Rs. 1,323.97 crore as compared to loss of Rs. 982.56 crore in theprevious year. In the previous year, sale of Hansen stake contributed profit of Rs. 211.89crore while in the current year provision towards diminution in investment in Hansenresulted into increase in loss by Rs. 216.00 crore.
3. DIVIDEND
In view of losses incurred during the financial year 2010-11, the Board of Directorsdoes not recommend any dividend for the year under review.
4. CAPITAL
The movement in Authorised Share Capital and Paid-up Share Capital during the yearunder review is given as under:
Changes in Authorised Share Capital
The Authorised Share Capital of the Company was increased from Rs.445,00,00,000/- toRs.700,00,00,000/- by creation of 127,50,00,000 equity shares of Rs.2/- each.
Changes in Paid-up Share Capital
The Company allotted 8,000 equity shares of Rs.2/- each at a premium of Rs.49/- perequity share i.e. at an issue price of Rs.51/- per share pursuant to exercise of stockoptions by the eligible employees under the Employee Stock Option Plan-2005.
Further, the Company allotted 18,86,33,322 equity shares of Rs.2/- each at a premium ofRs.61/- per equity share i.e. at an issue price of Rs.63/- per equity share on rightsbasis to the existing equity shareholders of the Company in the ratio of 2 equity sharesfor every 15 fully paid-up equity shares held by the existing equity shareholders on therecord date i.e. June 10, 2010 in terms of Letter of Offer dated May 31, 2010.
Further, in terms of the Shareholders Agreement and Share Subscription Agreementinter alia entered into between the Company and IDFC Private Equity Fund III("IDFCPE"), the Company allotted 3,19,92,582 equity shares of Rs.2/- each toIDFCPE on November 16, 2010 at a premium of Rs.58/- per equity share i.e. at an issueprice of Rs.60/- per share for a consideration other than cash i.e. as purchaseconsideration for purchase of 4,12,54,125 equity shares of Rs.10/- each held by the saidIDFCPE in SE Forge Limited, a subsidiary of the Company.
As on date, the Authorised Share Capital of the Company is Rs.700,00,00,000/- dividedinto 350,00,00,000 equity shares of Rs.2/- each and the paid-up capital of the Company isRs.355,47,31,294/- divided into 177,73,65,647 equity shares of Rs.2/- each.
Foreign Currency Convertible Bonds ("FCCBs")
In May 2010, the Company successfully concluded a consent solicitation exercise on theexisting five series of bonds (FCCBs). The bondholders of all the five series were askedto vote on an extraordinary resolution for removal of financial covenants on the USD 300Million and USD 200 Million bonds and waiver of any prior breaches. As a part of thisexercise, the Company paid; an aggregate incentive fee of USD 6,019,220.00 across allexisting five series of bonds.
Further, as an incentive to the above waiver and to enhance the chances of conversionof the USD 300 Million and the USD 200 Million bonds the Company reduced the conversionprice of the USD 300 Million bonds from Rs.359.68 per equity share to Rs.97.26 per equityshare and the USD 200 Million bonds from Rs.371.55 per equity share to Rs.97.26 per equityshare and amended the fixed exchange rates on these bonds to 1 USD = Rs.44.6000.
The shares to be allotted on such conversion of the USD 300 Million bonds and USD 200Million bonds will aggregate to 7.90% of the post-conversion equity base of the Companybased on the equity base of March 31, 2011.
The entire exercise was carried out in accordance with the Ministry of Finance pressrelease dated February 15, 2010 and March 15, 2010 and as per the approval of Reserve Bankof India.
The total FCCBs outstanding on the books of the Company is USD 47,90,39,000 as at March31, 2011.
Post March 31, 2011, Company issued USD 175 Million, 5% Foreign Currency Convertiblebonds at par. The Bonds are convertible at any time on and after May 23, 2011 up to theclose of business on April 6, 2016 by holders of the Bonds into fully paid equity shareswith full voting rights with a par value of Rs.2/- each of the Company at an initialconversion price of Rs.54.01 per share with a fixed rate of exchange on conversion ofRs.44.5875 to US$1.00
5. PARTICULARS OF CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGYABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
Information as required under Section 217(1)(e) of the Companies Act, 1956 read withthe Companies (Disclosure of particulars in the report of board of directors) Rules, 1988has been provided which forms part of the Directors Report.
6. SUBSIDIARIES & CONSOLIDATED FINANCIAL STATEMENTS
As on March 31, 2011, the Company has 79 subsidiaries, a list of which is given in thenotes to the accounts.
I. UPDATES ON SUBSIDIARIES
Companies which became subsidiaries during the year under review
Suzlon Wind Energy South Africa PTY Ltd., Suzlon Energy Australia CYMWFD Pty. Ltd.,Sure Power LLC, Renewable Energy Contractors Australia Pty. Ltd., REpower Systems PolskaSp.zo.o, REpower Systems Scandinavia AB, REpower Portugal - Sistemas Eolicos, S.A.,Ventipower S.A. and RiaBlades S.A. became step down subsidiaries of the Company.
Companies which ceased to be subsidiaries during the year under review
Windpark Meckel/Gilzem GmbH & Co KG ceased to be subsidiary of the Company andSister sistemas e Technologia de Energias renovaveis Lda was liquidated.
Changes during the year under review
The name of Einundzwanzigste Vittorio Verwaltungs GmbH was changed to REpower SystemsGmbH.
Updates on REpower
The Company through AE-Rotor Holding BV, The Netherlands (AERH), a stepdown wholly owned subsidiary of the Company acquired an additional 4.86% voting power ofREpower Systems SE (REpower). AERH directly and indirectly holds 95.16% of theregistered share capital of REpower. Under the German Stock Corporation Act, ashareholding of 95% in a German stock corporation enables the majority shareholder toinitiate squeeze-out proceedings in respect of minority shareholders. The Company, throughAERH, had provided a notice to the Executive Board of REpower requesting the conduct of asqueeze-out proceeding. Accordingly squeeze-out proceeding has been initiated inaccordance with German Regulations. A successful completion of the squeeze-out proceedingswill result in REpower becoming a step-down wholly owned subsidiary of the Company.Further, AERH has informed the Executive Board of REpower that it has set the cashcompensation for the transfer of the shares from the minority shareholders of REpower toAERH at EUR 142.77 per no-par value share in compliance with the provisions of the GermanStock Corporation Act. A resolution on the squeeze-out is proposed to be passed at theannual general meeting of REpower, which is scheduled to take place on September 21, 2011.
Updates on Hansen
The Company presently holds 26.06% in Hansen Transmissions International NV(Hansen). Post March 31, 2011, AERH has signed an irrevocable undertaking infavour of ZF Friedrichshafen AG (ZF) to sell its entire equity interest inHansen i.e. 26.06% pursuant to cash offer to be made by ZF International BV ("ZFBidco"), a wholly owned subsidiary of ZF, for the entire issued and to be issuedshare capital of Hansen at 66 pence per ordinary share which will aggregate to 115 millionGBP (USD 187 million). AERHs obligation to accept the Offer under the IrrevocableUndertaking will lapse in certain circumstances, including if a firm intention to make anoffer for Hansens shares is made by a third party for a consideration that is atleast 12.5 per cent higher than consideration offered under the Offer or if the Offerlapses or is withdrawn.
Updates on Amalgamation and Demerger
During the year under review, a Petition under Section 391 to 394 read with Section 78and 100 to 103 of the Companies Act, 1956 has been filed by the Company, Suzlon Towers AndStructures Limited (STSL) and Suzlon Gujarat Wind Park Limited (SGWPL) with the HonourableHigh Court of Gujarat at Ahmedabad and by Suzlon Infrastructure Services Limited (SISL)and Suzlon Engitech Limited (SENL) with the Honourable High Court of Judicature at Bombayfor sanctioning the Composite Scheme of Arrangement and Restructuring (De-merger andAmalgamation) between STSL, SISL, SGWPL, SENL, the wholly owned subsidiaries of theCompany and the Company (SEL) for De-merger and Transfer of Power Generation Division ofSTSL to SENL, De-merger of Project Execution Division of SISL to SGWPL, Amalgamation ofSTSL (after the above referred de-merger) with the Company and Amalgamation of SISL (afterthe above referred de-merger) with the Company. The Appointed Date fixed for the purposeis April 1, 2010.
The benefits that would be derived from Amalgamation and Demerger are as under:
a. Benefits of Demerger to the Resulting Companies i.e. SENL and SGWPL
i. Power Generation business requires separate and different skills altogether andhence demerging it into SENL will help to run it more efficiently.
ii. Project Execution is part of infrastructure building in which SGWPL is currentlyengaged into. The business of erection and commissioning presently undertaken by SISL,primarily in nature of infrastructure development, requires different skills and approachto the business for which the company has to select and train its employees to achievehigh performance standards so as to meet the standards of its large and reputedcompetitors in the infrastructure space. With the proposed demerger and transfer of thesaid division, SGWPL would be better placed to scale up its skills in the infrastructurebusiness and able to hire best talent available in the industry.
iii. De-merger would help in better evaluation of performance of this business.
b. Benefits of Amalgamation to the Transferee Company i.e. SEL
i. Tower Business:
- The Tower business requires scaling up in view of the increased domestic market andneeds focused efforts to bring the cost down on a continuous basis with equal emphasis onthe quality side as well. Synergies of Supply Chain Management can be derived by bringingthe Tower business into SEL.
- Better and efficient material management along with stores management can beachieved, ensuring on time delivery in full.
- Quick and more responsive product improvement and R&D on tower can be madepossible through well established and more resourceful set up of SEL. Better compatibilityof tower with each version of nacelle and better use of design and technical corecompetence of SEL would be the key benefits accruing as a result of this merger;
- Better negotiating powers resulting into competitive sourcing of materials andservices through more active support of well established Supply Chain Management Team ofSEL.
ii. Operation and Maintenance Business
- Customers will get more comfort and surety of after sales services for 20 years postcommissioning, which is becoming a key factor to get more business.
- Existing customers would feel more convinced from the fact that the equipmentsupplier itself is taking care of the OMS part. Long term visibility will be provided tolarge customers by providing OMS services through equipment supplier (SEL) only andthereby improving chances of availing more business from Utilities, Multi NationalCompanies and other big corporate customers.
- Availability of critical components from third party gets guaranteed for OMS.
- With Indian business profile picking up and with the changing scenario, customersexpect OMS Service provider to have a stronger Balance Sheet. SEL is better placed thanSISL.
- Regular and online feedback from OMS Team provides enormous help in improving andupgrading the overall quality of its equipments, which would be possible with thisamalgamation.
- Better working capital management through maintenance of common stock of spares forOMS as well as for regular production and also better Machine Availability of WTGsresulting into higher customer satisfaction.
iii. The proposed amalgamation will enhance the bargaining power resulting in costoptimization through economical procurements from common vendors and suppliers.
iv. The proposed arrangement will consolidate the business activity of all thecompanies, thereby resulting into time, transactions and cost optimization andimprovisation of overall operational efficiency and quality.
v. The proposed arrangement shall improve the efficiency in cash management,organizational capability from pooling of human capital having skill, talents and vastexperience and thereby increase in competitiveness in the industry.
vi. The proposed arrangement will create enhanced value for shareholders and allow afocused strategy in operations, which would be in the best interest of all itsshareholders, creditors and all persons connected with the companies.
II. CONSOLIDATED FINANCIAL STATEMENTS
In terms of Section 212(8) of the Companies Act, 1956 read with the General CircularNo.2/2011 dated February 8, 2011 issued by the Ministry of Corporate Affairs, Governmentof India, general exemption has been provided to companies from compliance of theprovisions of Section 212(1) of the Companies Act, 1956 subject to compliance withconditions as referred to in the said General Circular No.2/2011 dated February 8, 2011.The Board of Directors of the Company, accordingly, has given its consent for notattaching the balance-sheet of the subsidiaries and accordingly, the balance sheet, profitand loss account and other documents of the subsidiary companies are not being attachedwith the balance sheet of the Company. However, some key information of the subsidiarycompanies as required to be provided in terms of the said circular, is disclosed under"Section 212 Report" forming part of this Annual Report.
The annual accounts of the subsidiary companies and the related detailed informationwill be made available to any member of the Company / its subsidiaries who may beinterested in obtaining the same. The annual accounts of the subsidiary companies willalso be kept for inspection by any member at the Companys Registered Office andCorporate Office and that of the respective subsidiary companies.
The Annual Report of the Company contains the consolidated audited financial statementsprepared pursuant to Clause 41 of the listing agreement entered into with the stockexchanges and prepared in accordance with the accounting standards prescribed by theInstitute of Chartered Accountants of India (ICAI).
7. PARTICULARS OF EMPLOYEES
In terms of the provisions of section 217(2A) of the Companies Act, 1956, read with theCompanies (Particulars of Employees) Rules, 1975 as amended, the names and otherparticulars of the employees are required to be set out in the Directors Report.However, as per the provisions of section 219(1)(b)(iv) of the said Act, the Annual Reportexcluding the aforesaid information is being sent to all the members of the Company andothers entitled thereto. Any member interested in obtaining such particulars may write tothe Company Secretary at the registered office of the Company.
8. DIRECTORS
Mr. Girish R.Tanti and Mr. Ajay Relan, the Directors of the Company retire by rotationat the ensuing 16th Annual General Meeting and being eligible offer themselves forre-appointment. Mr. Vinod R.Tanti had been appointed as an Additional Director andWholetime Director designated as Executive Director of the Company with effect fromNovember 1, 2010. Ms. Mythili Balasubramanian, a nominee of IDBI Bank Limited and Mr.Rajiv Ranjan Jha, a nominee of Power Finance Corporation Limited were appointed asAdditional Directors of the Company with effect from November 1, 2010 and April 28, 2011respectively. In terms of Section 260 of the Companies Act, 1956, Mr. Vinod R.Tanti, Ms.Mythili Balasubramanian and Mr. Rajiv Ranjan Jha hold office up to the ensuing 16th AnnualGeneral Meeting of the Company and being eligible offer themselves for appointment as theDirectors of the Company.
The Board of Directors of the Company at its meeting held on February 4, 2011 hasreappointed Mr. Tulsi R.Tanti as a Managing Director and Mr. Girish R.Tanti as a WholetimeDirector designated as Executive Director of the Company without remuneration for afurther period of three years with effect from April 1, 2011.
Post March 31, 2011, Mr. Pradip Kumar Khaitan, the Non-Executive Director resigned fromthe directorship of the Company with effect from April 28, 2011. The Board expresses itsappreciation for the valuable service rendered and matured advice provided by him duringhis association with the Company. Mr. Girish R.Tanti ceased to be the Executive Directorof the Company with effect from July 30, 2011, however continues as a Non-ExecutiveDirector on the Board of the Company. The Board expresses its appreciation for thevaluable service rendered and matured advice provided by him during his association withthe Company as an Executive Director.
Further in terms of approval of the Remuneration Committee and the Board of Directorsat their respective meetings held on July 30, 2011, it has been decided to payremuneration to Mr. Tulsi R.Tanti, Managing Director and Mr. Vinod R.Tanti, ExecutiveDirector and accordingly approval of members is being sought for ratification andappointment of Mr. Tulsi R.Tanti as Managing Director and Mr. Vinod R.Tanti as ExecutiveDirector at the ensuing 16th Annual General Meeting of the Company.
The details of Mr. Girish R.Tanti, Mr. Ajay Relan, Ms. Mythili Balasubramanian, Mr.Rajiv Ranjan Jha, Mr. Tulsi R.Tanti and Mr. Vinod R.Tanti, the Directors as required to begiven in terms of Clause 49 of the Listing Agreement have been provided under Profile ofDirectors seeking appointment / reappointment forming part of Notice convening the ensuing16th Annual General Meeting of the Company.
9. DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 217(2AA) of the Companies Act, 1956, the directors confirm to thebest of their knowledge and belief that:
a. in the preparation of the annual accounts, the applicable accounting standards hadbeen followed and that there are no material departures;
b. the directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company as at March 31, 2011 and of the loss ofthe Company for the year ended on that date;
c. the directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act, 1956 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities; and
d. the directors had prepared the annual accounts on a going concern basis.
10. PUBLIC DEPOSITS
During the year under review, the Company did not accept any deposits within themeaning of the provisions of Section 58A of the Companies Act, 1956.
11. MANAGEMENT DISCUSSION AND ANALYSIS
The Management Discussion and Analysis Report on the operations and financial positionof the Company has been provided forming part of the Directors Report.
12. CORPORATE GOVERNANCE
As required by Clause 49 (VI) of the listing agreement entered into by the Company withthe stock exchanges, a detailed report on corporate governance is provided which formspart of the Directors Report. The Company is in compliance with the requirements anddisclosures that have to be made in this regard. The auditors certificate oncompliance with corporate governance requirements by the Company is attached to theCorporate Governance Report and forms part of the Directors Report.
13. EMPLOYEES STOCK OPTION PLANS (ESOPs)
As required under the Securities and Exchange Board of India (Employee Stock OptionScheme and Employee Stock Purchase Scheme) Guidelines, 1999, the information pertaining tovarious Employee Stock Option Plans (ESOPs) of the Company has been provided which formspart of the Directors Report.
14. GROUP
Pursuant to intimation from the Promoters, the name of the Promoters and entitiescomprising the group as defined under the Monopolies and Restrictive TradePractices ("MRTP") Act, 1969 have been provided which forms part of theDirectors Report.
15. AUDITORS AND AUDITORS OBSERVATIONS
I. AUDITORS
M/s. SNK & Co., Chartered Accountants, Pune, (Firm Registration No.109176W) andM/s. S.R. Batliboi & Co., Chartered Accountants, Pune, (Firm Registration No.301003E)the joint statutory auditors of the Company hold office until the conclusion of theensuing 16th Annual General Meeting of the Company. Both the statutory auditors haveconfirmed their eligibility and willingness to accept office, if reappointed.
II. AUDITORS OBSERVATIONS AND MANAGEMENTS RESPONSE TO AUDITORSOBSERVATIONS
The Directors refer to the qualification and Matter of Emphasis in the AuditorsReport and as required by section 217(3) of the Companies Act, 1956, provide theirexplanation as under:
Qualification:
Note 3 of Schedule P of standalone financial statements and Note 5 of Schedule P ofconsolidated financial statements regarding recognition of deferred tax asset aggregatingRs.55.64 crore. Auditors are of the opinion that recognition of deferred tax asset doesnot satisfy the conditions of virtual certainty prescribed under Accounting Standard 22,Accounting for Taxes on Income as notified by the Companies (Accounting Standards) Rules,2006 (as amended) and have expressed qualified opinion.
Management response:
The Company has brought forward losses which can be set off against tax liabilitieswhich would arise on its future profits and also available for set off againstprofits of subsidiaries getting amalgamated with the Company post implementation of theComposite Scheme of Arrangement and Restructuring (De-merger and Amalgamation). TheCompany believes that profitability in first quarter of next financial year and healthyorder book in hands of the Company and the current advanced stage of the said Schemesatisfy the conditions of virtual certainty prescribed under Accounting Standard 22 forrecognition of deferred tax assets.
Matter of Emphasis:
Note 4 of Schedule P of standalone financial statements and Note 7 of Schedule P ofconsolidated financial statements regarding non provision of proportionate premium onredemption of foreign currency convertible bonds amounting to Rs.579.21 crore insecurities premium as the ultimate outcome of the matter cannot presently be ascertained.
Management response:
In the opinion of the management, redemption of foreign currency convertible bonds iscontingent in nature and the likelihood of the same cannot presently be ascertained.Accordingly no provision for any liability has been made in the financial statements andthe proportionate premium has been shown as a contingent liability. Further, the Companyhas adequate securities premium to absorb the proportionate premium on redemption as atMarch 31, 2011, in case the contingency materialises.
Matter of Emphasis:
Note 6 of Schedule P of consolidated financial statements regarding non provision ofInfrastructure Development Charges ('IDC') aggregating Rs.64.80 crore.
Management response:
The Indian Wind Energy Association (InWEA') of which the Company is a member hasfiled a civil appeal in the Supreme Court against an order of the Appellate Tribunal forElectricity in regard to levy of IDC by Tamil Nadu State Electricity Board. The matter ispending the hearing of the Supreme Court. The Company has obtained a legal opinion whichstates that InWEA (and consequently the Company) has a strong case and accordingly theCompany has shown it as a contingent liability.
16. ACKNOWLEDGEMENT
The directors wish to place on record their appreciation for the co-operation andsupport received from the government and semi-government agencies, especially from theMinistry of New and Renewable Energy (MNRE), Government of India, all state level nodalagencies and all state electricity boards.
The directors are thankful to all the bankers and financial institutions for theirsupport to the Company. The Board places on record its appreciation for continued supportprovided by the esteemed customers, suppliers, bankers, financial institutions,consultants, bond holders and shareholders.
The directors also acknowledge the hard work, dedication and commitment of theemployees. The enthusiasm and unstinting efforts of the employees have enabled the Companyto survive through the tough times and to show improvements on many fronts enabling it tocontinue as one of the leading players in the wind industry and maintain its dominantposition in the domestic markets.
| For and on behalf of the Board of Directors of |
| Suzlon Energy Limited |
| Place: Pune | Tulsi R.Tanti |
| Date: July 30, 2011 | Chairman & Managing Director |
PARTICULARS OF CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTIONAND FOREIGN EXCHANGE EARNINGS AND OUTGO
Information as required under Section 217(1)(e) of the Companies Act, 1956 read withthe Companies (Disclosure of particulars in the report of board of directors) Rules, 1988are set out hereunder.
A. Conservation of energy
The Companys new corporate headquarter in Pune, India named ONE EARTHis an environmental-friendly campus, with a minimal carbon footprint on the surroundingenvironment. The Campus was awarded the coveted LEED (Leadership in Energy andEnvironmental Design) Platinum rating and GRIHA (Green Rating for Integrated HabitatAssessment) green building certifications for its approach towards sustainability andgreen practices towards infrastructure.
Suzlon continues its efforts to reduce and optimise the use of energy consumption atits manufacturing facilities by installing hi-tech energy monitoring and conservationsystems to monitor usage, minimise wastage and increase overall efficiency at every stageof power consumption.
| Particulars | 2010-11 | 2009-10 |
| A. Power and fuel consumption | | |
| Electricity | | |
| (a) Through purchases | | |
| Purchased units | 1,15,24,219 | 93,93,691 |
| Total amount (Rs.) | 5,04,52,468 | 3,93,08,392 |
| Rate / unit (Rs.) | 4.38 | 4.18 |
| (b) Own generation through diesel generator | | |
| Units generated | 11,43,890 | 6,70,626 |
| Units per litre of diesel oil | 2.99 | 2.52 |
| Cost/unit | 13.20 | 12.81 |
| B. Consumption per unit of production (Units / MW) | 10,940.12 | 10,097.64 |
B. Research and development
The Company and its subsidiaries operate several research and testing centres in Indiaand overseas locations. Its Blade testing centre at Baroda, India and innovation centre atDenmark along with joint research centre with REpower (Renewable Energy Technology Centre)continues to drive its R&D programme towards developing cost efficient and reliablewind turbine technology.
Expenditure on R&D
(Rs. in crore)
| Particulars | 2010-11 | 2009-10 |
| Capital (including technical know-how) | 50.99 | 93.34 |
| Recurring | 25.41 | 21.58 |
| Total | 76.40 | 114.92 |
| R&D expenditure as a % of sales | 1.75 | 3.29 |
C. Technology absorption, adoption and innovation
Efforts towards technology absorption, adoption and innovation are briefly noted below:
1. Initiatives like Kaizen, Six Sigma, O&M studies, started last year, haveimproving productivity, reduced quality problems and have also helped in harnessing thecreative capabilities of the employees.
2. Planning for starting a product development group within India is complete and willbe implemented in the coming year. This will hasten the process of technology absorptionand will also bring down the cost of development in the long run.
3. Design Change Management process has been implemented and is being made to ensurebetter control on cost benefit analysis and prioritization of the design changes to ensurethat we derive the maximum benefit from the limited resources. This process will be mademore robust over the next year.
4. The Company has launched 2 new products S 95 and S 97 recently and the prototypesare under measurement and certification.
D. Foreign exchange earnings and outgo
Total foreign exchange earned by the Company during the year under review was Rs.215.07Crore compared to Rs.1,103.93 Crore during the previous year. Total foreign exchange outgoduring the year under review was Rs.2,354.67 Crore, compared to Rs.1,716.27 Crore duringthe previous year.
PROMOTERS AND ENTITIES COMPRISING THE GROUP AS DEFINED UNDER THE MONOPOLIESAND RESTRICTIVE TRADE PRACTICES ("MRTP") ACT, 1969
Persons forming part of the Group coming within the definition of "Group" asdefined in Monopolies and Restrictive Trade Practices Act, 1969 for the purpose ofinter-se transfer of shares of the Company under regulation 3(1)(e)(I) of SEBI(Substantial Acquisition of Shares and Takeovers) Regulations,1997 include the following :
| Sr. No. | Name |
| 1. | Tulsi R. Tanti |
| 2. | Gita T. Tanti |
| 3. | Tulsi Ranchhodbhai HUF |
| 4. | Ranchhodbhai Ramjibhai HUF |
| 5. | Tulsi R. Tanti J/W Vinod R. Tanti J/W Jitendra R. Tanti |
| 6. | Tanti Holdings Private Limited |
| 7. | Rambhaben Ukabhai |
| 8. | Pranav T. Tanti |
| 9. | Nidhi T. Tanti |
| 10. | Vinod R. Tanti |
| 11. | Sangita V. Tanti |
| 12. | Rajan V. Tanti |
| 13. | Jitendra R. Tanti |
| 14. | Lina J. Tanti |
| 15. | Brij J. Tanti |
| 16. | Trisha J. Tanti |
| 17. | Girish R. Tanti |
| 18. | Radha G. Tanti |
| 19. | Aarav G. Tanti |
| 20. | Anya G. Tanti |
| 21. | Vinod Ranchhodhbhai HUF |
| 22. | Jitendra Ranchhodhbhai HUF |
| 23. | Girish Ranchhodbhai HUF |
| 24. | Suruchi Holdings Private Limited |
| 25. | Sugati Holdings Private Limited |
| 26. | Sanman Holdings Private Limited |
| 27. | Samanvaya Holdings Private Limited |
| 28. | Salene Power Infrastructure Limited (formerly known as Sarjan Infrastructure Finance Limited) |
| 29. | Colossus Holdings Pte. Limited |
| 30. | SE Energy Park Limited |
| 31. | Any Company / entity promoted by any of the above |