Indowind Energy Ltd Management Discussions.

OF INDOWIND ENERGY LIMITED

To

The Members

Your Directors are pleased to present this 26th Annual Report of the Company together with the Audited Accounts for the year ended 31st March 2021.

FINANCIAL RESULTS

INR. In Million

PARTICULARS 2020-21 2019-20
Total Income 206.72 213.39
Total Expenses 90.38 123.19
EBITDA 116.34 90.20
Interest 20.53 52.90
Depreciation 93.21 93.08
Tax Provision 2.59 0.67
Profit After Tax 0.41 0.11
Profit Before Tax 2.18 0.56

During the year under review, your Companys total income achieved is INR 206.72 Mn against INR 213.39 Mn of the previous year. The revenue has decreased in Karnataka due to DISCOMS viz. GESCOM & HESCOM have not renewed the Wheeling & Banking agreement as per the KREDL order hence the Generation has been kept in abeyance & has not been realized. Total expenses has decreased to INR 90.38 Mn from previous year of INR. 123.19 Mn. The interest paid for the year under review is INR. 20.53 Mn compared to INR 52.90 Mn of previous year due to nonbooking of Interest on loan repayment for EXIM in USD, due to litigation. Due to inadequacy of profits, your Company is not in a position to recommend dividend for the year.

OPERATIONAL PERFORMANCE

POWER SALE

The company has sold the power generated & evacuated to the grid to its captive clients as per the contractual terms to maintain the revenues in TN, in spite of competitive pressure on pricing and increase in charges by TANGEDCO. In Karnataka the DISCOMS viz. GESCOM & HESCOM have not renewed the Wheeling & Banking agreement as per the KREDEL order hence the Generated units valued at INR 42.16 Mn has been kept in stock in hand to be realized. The company is following up with various departments to clear this bottleneck and is expected to realise the income during 21-22.

Revenue (INR) 2020-21 2019-20
Tamil Nadu 11,10,74,532 11,05,01,675
Karnataka 5,07,90,415 7,89,77,625
Unrealised generation income in Karnataka 4,21,60,000 Nil
Karnataka Actual Total 9,29,50,415 Nil

MACHINE AVAILABILITY & PROCESS IMPROVEMENT

During the current year, the machine availability has improved to 90% ensuring optimum generation, still grid availability fluctuation is a hurdle in evacuation. Automation programme implemented by the company is working smoothly providing MIS for operational and executive decision making.

PLF(%)-INDIA

The average PLF for wind in India ranged from 15 to 16% upto 2010 due to smaller capacity machines installed in high wind areas with old technology WEGs. PLFs gradually increased due to higher capacity turbines of MW class being installed in India with latest technology to an average of around 25 to 26% PLF annually for these WEGs improving the All India PLF to around 18 to 19 % p.a. The PLF also is highly state & site specific and depends on evacuation facilities available & the DISCOMs scheduling the wind power for evacuating due to lower penetration of MW class machines around 20% capacity the average PLF in India has slightly increased to 17 to 18% with a higher potential of increasing PLF through repowering of smaller capacity WEGs with higher capacity WEGs & implementing Energy storage systems.

PLF (%) - INDOWIND

YE 31, March 2019 2020 2021
Tamilnadu 11.11 10.1 9.9
Karnataka 18.58 17.0 12.95

The Company offers Green Power to its customers, which are mainly Corporates and State utilities to ensure higher revenue realization.

ECONOMIC SCENARIO AND OUTLOOK:

Indian Economy Overview

With the economic activity gaining momentum post Covid 19 lockdown and rollout of coronavirus vaccines, the Indian economy is likely to do better than the projection of an 8 per cent shrinkage in the current fiscal. The Department of Economic Affairs in its monthly report said the recovery of global output has slowed following the re-imposition of lockdowns in advanced countries amid renewed COVID-19 waves and its emerging variants.

However, economic activity in India has gathered pace with mild stiffening of the COVID-19 curve, failing to deter a steady uptick in consumer sentiment, which has been bolstered by the inoculation drive. Positive GDP growth in Q3 of FY21 - for the first time since the onset of the pandemic - adds to the positive sentiment as the economy is set to close the year with activity levels higher than measured in the second advance estimates of GDP," the report said.

The second advance estimates of National Income for FY2020-2I recently released by the National Statistics Office (NSO) indicate real Gross Domestic Product (GDP) contraction at 8 per cent, larger than real Gross Value Added (GVA) contraction of 6.5 percent.

GDP Outlook for 2021-22

Indias GDP to grow 12.6 per cent in FY22, the highest among emerging and advanced economies. GDP growth for FY23 is pegged at 6.9 per cent. India is the only country expected to register a double-digit growth this fiscal.

"For the emerging and developing Asia regional group, projections for 2021 have been revised up by 0.6 percentage point, reflecting a stronger recovery than initially expected after lockdowns were eased in some large countries.

The Organization for Economic Co-operation and Development (OECD) has highlighted strong fiscal measures taken by the Indian government to tackle the economic impact of the pandemic. "The recovery in activity continued in the fourth quarter of 2020, despite new virus outbreaks in many economies and tighter containment measures. The rebound has been relatively fast in several large emerging-market economies. Activity moved above pre-pandemic levels in China, India and Turkey, helped by strong fiscal and quasi-fiscal measures and a recovery in manufacturing and construction," OECD said in its latest interim economic outlook.

RE potential and growth in India

As on March 31, 2021, the installed renewable energy capacity stood at 94.43 GW, of which, solar and wind comprised 34.62 GW and 37.69 GW, respectively. Biomass and small hydro power constituted 9.87 GW and 4.68 GW, respectively. Government plans to establish renewable energy capacity of 500 GW by 2030.

Wind Installation in the World

Despite the COVID-19 pandemic, the year 2020 was the best year in history for the global wind industry as this sector installed 93 GW of new capacity in 2020, according to a new report titled ‘Global Wind Report 2021, released by the Global Wind Energy Council. This is the 16th annual flagship report, released by GWEC on March 25, 2021. The 93GW represents a 53% year- on-year increase.

• The global wind power market increased four times in size over the past decade but the record growth was seen in 2020.

• This increase was driven by a surge of installations in China and the US alone

• Together, the US and China installed 75% of new installations in 2020 and account for over half of the worlds total wind power capacity.

• In the current scenario, 743GW of wind power capacity has been installed worldwide, which is helping to avoid over 1.1 billion tonnes of C02 annually.

• However, GWECs report shows that the current rate of wind power installed will not be enough to achieve carbon neutrality by 2050.

• The world needs to install a minimum of 180 GW of new wind energy every single year to limit global warming to well below 2C above pre-industrial levels.

• Similarly, it will need to increase the capacity to 280GW annually to meet the net-zero emission target by 2050.

Wind power will continue to deliver record growth of new installations over the next five years, and make crucial contributions to economic recovery around the world. A new analysis by the Global Wind Energy Council (GWEC) shows that wind can power 3.3 million jobs over the next five years in a dynamic supply chain across the world, many of which will be locally based and will require a variety of skills across the full value chain of the sector.

With 751 GW of wind power capacity already installed, the wind industry has generated nearly 1.2 million jobs globally to date according to the International Renewable Energy Agency. The worlds leading wind energy countries are home to hundreds of thousands of direct jobs in the wind industry. As of2020, there were approximately 550,000 wind energy workers in China, 260,00 in Brazil, 115,000 in the US and 63,000 in India, according to a global survey by GWEC Market Intelligence.

OPPORTUNITIES AND THREATS

Large Platform Turbines: The wind industry is seeing a strong movement toward larger turbines with manufacturers now offering up to 5MW and 6MW platforms. These larger, taller turbines can help power producers make wind economical in more locations. However, due to the overall size there are significant impacts to design, installation methods, and construction schedule and costs that need to be considered to determine wide scale viability.

Policy: The role of government policy in the growth of wind energy has been vital. Recently TANGEDCO has issued an order to phase out WEGs which are older than 20 years or sell the power generated only to TANGEDCO at tariff determined by TNERC. This order if implemented will affect nearly 60% of the installed capacity of windmills in TN. TANGEDCO has also proposed to stop the carry over of Banked units beyond one month which will affect the revenues of the IPPs due to the seasonal nature of the wind power generation. Both these intentions are being challenged by IWPA to protect the interest of IPPs.

Transmission: One of the greatest limiters on the expansion of wind and renewable energy expansion is the availability of transmission and power delivery systems. Its an ongoing need for utilities to continually build capacity to keep up with the volume of renewable energy projects coming online in varied and remote locations.

Demand side growth has been low due to Covidl9 which has constrained selling power resulting in lower supply uptake from generators by DISCOMs and finances may also undergo lot of stress burden creating liquidity issue.

Regulatory Support: The renewable sector has been primarily driven by supportive government policies be it in the form of tax incentives, capital subsidies, feed-in-tariffs, viability gap funding or renewable energy certificates. Delay in obtaining the requisite approvals leads to cost overruns thereby impacting the financial viability of the project.

COVID-19 disruptions across the world have caused revenues to plummet for many corporates, the level of commitment to sustainable green energy remains impressive. As policymakers chart the way out of the pandemic, and emissions show signs of returning to pre-pandemic levels in the worlds fastest growing economies, there is unprecedented agreement that climate change is the true global emergency. The concept of a runaway threat crippling the entire world is now not only credible, but relatable.

Energy Storage: The nations energy infrastructure will continue to undergo a significant transformation over the next five years due in large measure to the emergence of larger, less costly and more efficient battery energy storage. Battery storage is a disruptive technology that is helping transform how electrical power is generated, distributed, and consumed. With regulatory and permitting changes underway, battery storage will benefit the electrical grid by supporting dynamic generation and demand, which in turn supports increased levels of wind and solar power evacuation.

FUTURE PLANS

1. Based on Board review & advise we plan adding capacities for growth by raising funds through Equity and Debt based instruments subject to evaluation. The company will also look at acquiring Brown field projects with a minimum 4 to 5 years payback.

2. The company is pursuing legal measures to recover the delayed charges from TANGEDCO and BESCOM and shortfall performance dues from Suzlon and other recovery dues from Wescare, Wipro. Any favorable judgment will help company to recover huge amounts blocked in legal disputes for investing in expansion projects for revenue & profitability growth. Resolving FCCB issue, through mutual negotiation is on, as advised by Honble High Court of Madras.

3. The 12 mw project initiated as part of Exim bank funding is still pending, due to banks failure in release of funds. The 8-mw project created with part money released in INR 586 Mn. by 2013, has already repaid INR 403 Mn. to Exim bank, as per TRA. The targeted equity surplus couldnt be earned due to pending project issues. The company has filed a case in Honble Bombay High Court with prayer for release of balance funds, charge reasonable interest rates in line with market rates & power sector ERC tariff policies etc. and adhere to TRA. The company is in negotiation with the bank and hope to find amicable, out of court win-win solution.

4. During the current financial year, your Company plans to settle existing debts of EXIM bank, close IREDA loan and acquire 3 MW Wind Mill assets for INR 450 Mn.by raising loan of INR 1000 Mn and utilize the same to settle and close existing loans, planned acquisition and implement balance 12 MW Wind Mill project.

RISKS AND CONCERNS

1. Compensation claim from Suzlon:

The company has won the Arbitration claim against Suzlon and the Compensation claim for the loss of generation in units. Arbitration Award dt. 22/07/2017 - INR 207.4 Mn along with 18% interest till date of payment, for shortfall in generation till 31.3.2015 has been set aside by the High Court of Madras and your company has filed an Appeal before the bench of the Honble High Court of Madras praying for interim stay of the above order dt. 26/11/2019 and restore the Arbitration Award. Further, company has also made a claim on Suzlon for INR 29,66,53,278 being shortfall in generation from 1/4/2015 to 31/3/2020 as per petition filed by your Company before Honble High Court of Madras. Delay in obtaining clearances / approvals depends on Govt agencies & project size.

2. With respect to Interest claim for delayed payments Honble Supreme Court ordered to pay interest dues @ 12% and TANGEDCO got an APTEL order to pay 10% which was also delayed and finally TANGEDCO offered a proposal of paying interest @ 6% p.a. and the company has accepted the proposal and received the claim settlement @ 6% amounting to Rs. 6.4 Mn. As against the claim amount of Rs. 24.4 Mn. from TANGEDCO. However, the offer was accepted with a condition that if TANGEDCO pays additional interest to any other customer, then the company retains the right to also claim the difference in the event of TANGEDCO paying higher rate of interest Based on the latest TNERC order we plan to pursue the recovery.

3. Recently, the Global Wind Energy Council (GWEC) released a new report which analyzes how COVID-19 is impacting the global wind industry, including India. According to the report, to comply with the lockdown in India, both local and international turbine original equipment manufacturers (OEMs) and components manufacturers have temporarily suspended their production activities in India.

CORPORATE SOCIAL RESPONSIBILITY fCSR activity!

Even though your Company is not coming under the purview of Section 135 of the Companies Act, 2013, your company has actively participated in charity activities through contributions by providing essential items like food grains, cereals, and milk to the COVID-19 affected locals and continues to provide food donation support during local festivals and cultural activities in the site areas to encourage local population participation and encourage the local cultural heritage.

NUMBER OF MEETINGS OF THE BOARD

Indowind Energy Limited held 5 Board Meetings for the year ended 3 l5t March 2021. These were on 29th July 2020 (this original meeting was adjourned to 6th August 2020 & further Adjourned to 7th August 2020), 27th August 2020, 15th September 2020, 11 November 2020 and 11th February 2021.

RE-APPOINTMENT OF DIRECTOR RETIRING BY ROTATION

In terms of Section 152 of the Companies Act, 2013, Mr. Bala V kutti (DIN 00765036) liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. The notice containing this reappointment is set out under item No. 2 and the Board recommends this resolution for the consideration of the members.

RE-APPOINTMENT OF WHOLE TIME DIRECTOR

Under Sections 196 and 197 of the Companies Act, 2013, Reappointment of Mr. K.S. Ravindranath, (DIN: 00848817) as Whole Time Director of the Company for the period of three years effective 1st November 2021 to 31st October 2024 is set out under Item No. 4 of the Notice convening 26th AGM and the Board recommends the same for the consideration of the members.

RE-APPOINTMENT OF INDEPENDENT DIRECTOR

Mr. K.R. Shyamsundar, (DIN: 03560150) was appointed as Independent Director to hold the office for 5 consecutive years until the conclusion of the 26thAGM of the company. Pursuant to the provisions of the Act and SEBI (LODR) Regulation, based on the recommendation of the NRC, the Board recommends for the same. For the consideration of the members through special resolution at the ensuing AGM in respect of reappointment of Mr. K.R. Shyamsundar, (DIN: 03560150) as Independent Director for another 5 consecutive years and to continue the directorship from the conclusion of this AGM until the conclusion of 31st AGM of the Company as set out under Item No. 5 of the Notice convening 26th AGM and the Board recommends the same for the consideration of the members.

APPOINTMENT OF DIRECTOR

Mr. N.K. Haribabu (DIN: 06422543) was appointed as Director (Finance) of the Company effective 7th June 2021, for the period of three years subject to the requisite regulatory approvals and the approval of the shareholders as set out under Item No. 6 of the Notice convening 26th AGM and the Board recommends the same for the consideration of the members.

STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS UNDER SECTION 149 (6) OF COMPANIES ACT 2013

The Company has obtained declaration from the Independent Directors that they meet the criteria of Independence as provided in section 149 (6) of the Companies Act 2013.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134 (3)(c) and 134 (5) of the Companies Act, 2013, the Board of Directors hereby state that;

1. In the presentation of the Annual accounts, applicable standards have been followed and there are no material departures.

2. The Directors have selected such accounting policies and apply them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March 2020 and profit / Loss for the Company for the year ended 31st March 2020.

3. The Directors have taken proper and sufficient care in the maintenance of adequate accounting records in accordance with the provisions of the Act for safe guarding the assets of the Company and for preventing and detecting fraud and other irregularities.

4. The Directors have prepared the annual accounts on a going concern basis.

5. The Directors, in the case of 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

6. 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.

AUDIT COMMITTEE

The details are furnished under the Corporate Governance Report (CGR) annexed to this Report. All the recommendations of the Committee were accepted by the Board.

THE RATIO OF THE REMUNERATION OF EACH DIRECTOR TO THE MEDIAN REMUNERATION OF THE EMPLOYEES OF THE COMPANY FOR THE FINANCIAL YEAR 2020-21 ARE GIVEN BELOW

Name of the Director Ratio to Median Employee Remuneration
Mr. Bala V Kutti 0.53:1
Mr. Niranjan R. Jagtap 0.64:1
Dr. K.R. Shyamsundar 0.64:1
Mr. K.S.Ravindranath 7.78:1
Ms. Alice Chikkara 0.40:1
Mr. NK Haribabu 7.72:1

THE PERCENTAGE INCREASE IN REMUNERATION OF DIRECTORS. KMP AND MEDIAN EMPLOYEE FOR THE FINANCIAL YEAR 2020-21

There is no increase in remuneration to the Directors, KMP and median employee of the Company during the financial year 202-21.

DETAILS OF CHANGE IN RETURN ON NET WORTH Return on Net worth was 0.036% for 2019-20 and 0.13% for 2020-21.

THE KEY PARAMETERS FOR ANY VARIABLE COMPONENT OF REMUNERATION AVAILED BY THE DIRECTORS

None

THE RATIO OF THE REMUNERATION OF THE HIGHEST PAID DIRECTOR TO THAT OF THE EMPLOYEES WHO ARE NOT DIRECTORS BUT RECEIVE REMUNERATION IN EXCESS OF THE HIGHEST PAID DIRECTOR DURING THE YEAR

None

LIST OF EMPLOYEES WHO ARE IN RECEIPT OF REMUNERATION MORE THAN THE STIPULATED AMOUNT MENTIONED UNDER RULE 5(2) OF COMPANIES (APPOINTMENT AND REMUNERATION! RULES 2014

None

AFFIRMATION THAT THE REMUNERATION IS AS PER THE REMUNERATION POLICY OF THE COMPANY

The Company affirms remuneration is as per the remuneration policy of the Company.

POLICY FOR SELECTION AND APPOINTMENT OF DIRECTORS AND THEIR REMUNERATION

The details are available in the website of the Company at www.indowind.com

PREVENTION OF INSIDER TRADING:

The Company has adopted a Code of Conduct as per the Guidelines issued by the Securities and Exchange Board of India for prevention of insider trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board of Directors and the designated employees have confirmed compliance with the Code.

DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONNEL WHO WERE APPOINTED OR HAVE RESIGNED DURING THE FINANCIAL YEAR

Mrs. Rajashree Santhanam was appointed as Independent Director with effect from 27th August 2020 and resigned on 11th February 2021. Mrs. Harsha J Company Secretary of the Company was resigned on 30.10.2020 and Mr. N.K.Haribabu was appointed as a Director (Finance) with effect from 7th June 2021 subject to the approval of requisite regulatory authorities and shareholders of the Company in the 26th AGM.

PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS:

There is no loan / Guarantee outstanding as on 31.03.2021. With respect to investments, details are provided under note No. 6 of notes on accounts under non-current investments.

BUSINESS RISK MANAGEMENT:

The details of which are available in the website of the Company at www.indowind.com

BOARD EVALUATION:

Section 134 of the Companies Act, 2013 states that formal evaluation needs to be made by the Board, of its own performance and that of its committees and the individual Directors. Schedule IV of the Companies Act, 2013 and regulation 17(10) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 states that the performance evaluation of Independent Directors shall be done by the entire Board of Directors excluding the Directors being evaluated.

Pursuant to the provisions of section 134 (3) (p) of the Companies Act, 2013 and SEBI (LODR) regulations, 2015, the Board has carried out an evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Committees. A structured questionnaire was prepared after taking into consideration inputs received from the Directors, covering various aspects of the Boards functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance. A separate exercise was carried out to evaluate the performance of Individual Directors including the Chairman of the Board, who were evaluated on parameters such as level of engagement and contribution, independence of judgment, safeguarding the interest of the Company and its mandatory shareholders etc. The Directors expressed their satisfaction with the evaluation process.

DEPOSITS:

During the year under review the company has not accepted any deposits from the public within the ambit of section 73 of the companies Act, 2013 and The companies (Acceptance of Deposits) Rules, 2014.

VIGIL MECHANSIM POLICY

As required under Section 177 of companies Act, 2013 (the Act) and Regulation 22 of the SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015, the Company has established a vigil mechanism for directors and employees to report genuine concerns through the whistle blower policy of the Company as published in the website of the Company. As prescribed under the Act and the Listing Regulations, provision has been made for direct access to the chairperson of the Audit Committee in appropriate or exceptional cases.

FINANCIAL STATEMENTS OF THE SUBSIDIARY COMPANY - INDOWIND POWER PVT. LTD. (IPPL)

IPPL has substantially contributed to the turnover of your company for the year under review. The Authorized Capital of the Company is Rs. 1,50,00,000/- comprises of 15,00,000 equity shares of Rs. 10/- each. The issued and Paid up capital of the company is Rs. 1,33,69,600/- comprises of 13,36,960 equity shares of Rs. 10/- each, out of which Indo wind Energy Ltd holds 682,560 equity shares of Rs. 10/- each amounting to 51.05% of the total paid up capital.

INDUSTRIAL RELATIONS AND PARTICULARS OF EMPLOYEES

As of 31st March 2021, Your Company has 60 employees on its rolls at different locations including Senior Management Personnel, Engineers, Technicians and Trainees. The employees will be inducted in to permanent services of the Company after training; to fill up vacancies as when arises. Your company has not issued any shares under Employees Stock Option Scheme during the year under review.

VARIATIONS IN THE MARKET CAPITALISATION OF THE COMPANY. PRICE EARNINGS RATIO AS AT THE CLOSING DATE OF THE CURRENT FINANCIAL YEAR AND PREVIOUS FINANCIAL YEAR

Particulars March 31, 2021 March 31, 2020 % Change
Market Capitalization (Rs.) 34,10,17,647 15,43,55,356 120.93%
Price earnings ratio 400 376 6.38%

PERCENTAGE OF INCREASE OR DECREASE IN THE MARKET QUOTATION OF THE SHARES IN COMPARISON TO THE RATE AT WHICH THE COMPANY CAME OUT WITH THE LAST PUBLIC OFFER

Price of public offer Rs. 65/- Market price as on 31.03.2021, Rs. 3.80/- difference (Rs. 61.20/-) (94.15%)

CORPORATE GOVERNANCE

Your Company has complied with the requirements regarding Corporate Governance as required under SEB1 (Listing Obligations and Disclosure Requirements) Regulations 2015. A Report on the Corporate Governance in this regard is made as a part of this Annual Report and a certificate from the Auditors of your company regarding compliance of the conditions of the Corporate Governance is attached to this report.

LISTING OF EQUITY SHARES

Your Companys equity shares are continued to be listed on the BSE Ltd, Mumbai and National Stock Exchange of India Ltd., Mumbai.

AUDITORS

M/s. Sanjiv Shah & Associates, Chartered Accountants, Chennai retires at the conclusion of this Annual General Meeting and are eligible for reappointment.

RESPONSE TO THE AUDITORS BASIS OF QUALIFIED OPINION:

As regards Auditors basis of qualified opinion mentioned in para 3 (1 to 3) of the report dated 9.7.2021 we wish to state under:

a) EXIM Bank had sanctioned Term loan of Euros 18Mn equivalent to USD 25 Mn to implement 25 MW Wind Mill assets along with term loan from banks to the extent of USD 4 Mn i.e. Rs 16 ers, which made creation of 20 MW as primary common goal out of funding from EXIM Bank.

b) As against the sanctioned limit of Euros 18Mn equivalent to USD 25 Mn EXLM Bank released only USD 12.7 Mn. Your Company had set up 8 MW wind Mill project, incurred preliminary and pre-operative expenses and WIP for 12 MW project.

c) Servicing of the loan is being done as per the terms and conditions of the Trust and retention agreement executed between the Bank, company and Trustee - the Axis bank Mylapore Branch Chennai.

d) Bank did not release balance undisbursed loan of USD 12.3 Mn

e) There were disputes due to non-release of funds by Exim Bank on various grounds viz., Fee, penalty debits without releasing entire project funds, and demand of additional collateral securities after commencement of the project with part release with which 8 mw was operationalized, nonrelease of balance loan even after taking additional securities by way of pledge of 40 lac shares of value approximately Rs 2 crores from Associate company, 12 MW project land documents and FD.

0 On account of non-release of balance loan of USD 12.3 Mn, company could not implement 12 MW project. Had the Bank released balance loan amount in time, balance 12 MW Wind Mill project could have been implemented and loan would be coming to an end as per the original schedule .The 12 MW project would have earned operating profit of Rs 62.8 crs. till 31-03-2021. Your Company has made claim of this loss of operating profit as damages for non-release of balance undisbursed loan amount in the case filed before The Honble High Court of Bombay. The matter is subjudiced. Your companys claim for loss of profit against the bank is Rs. 62.8 Cr. and the which shown under contingent assets and accordingly the net dues the Bank is only Rs.8.3 Cr.

g) With the repeated requests either for release of balance undisbursed loan or else pay damages/compensation for the losses/damages suffered, release of additional securities provided, did not evoke response from the Bank, your Company had initiated legal proceedings in Honble Bombay High Court asking the bank to release the balance money to complete the full project or else pay damages on account of its contractual failure and return additional securities provided. Bank was further requested to maintain status quo of the account and the classification of account as NPA itself had been disputed.

h) In the light of the above factual position if the balance loan is released by the Bank, your Company will complete the 12 MW project and only thereafter entire assets of 20 mw wind mill assets will be capitalized as fixed assets. Of the loan amount of Rs 58.6 crs, Bank had already taken 40.3 crs and the net outstanding as on date 31-03-2021 is Rs 18.3 crs.

i) The interest liability is disputed and the disputed interest liability as on 31-03-2021 is Rs 24.84 lacs. Your Company had not provided interest for the F.Y. 2020-21 in the absence of clarity as regards the rate of interest especially when the bank continues to charge exorbitant rate of interest when the matter regarding the rate of interest is pending in the Honble High court of Bombay.

j) Further Bank had unilaterally converted the foreign currency loan in to Rupee loan when the exchange rate was unfavourable and when the matter regarding classification of the account is disputed and request has been made to maintain status quo of the account in the case filed against the Bank in the Honble High court of Bombay. The matter is subjudice. In view these, your company had decided to show the liability as contingent and claim on Bank the shown as contingent assets. Your Company will treat this liability in the books on Bank releasing the balance sloan amount.

As regards Auditors basis of qualified opinion mentioned in para 3 (4) of the report dated 9.7.2021 we wish to state under:

The company is pursuing the claim of compensation from Suzlon Energy Ltd for the shortfall in generation from the project supplied by them for the period ending till March 2021. Earlier, the single Arbitrator had, vide his Arbitral award dt. 22nd July 2017, held Indowind Energy Ltd is entitled to compensation from Suzlon Energy Ltd for shortfall in generation for the period 1.4.2011 to 31.3.2015. The subject award was set aside by the Honble High Court of Madras vide order dt. 26.11.2019 on the ground that the working made for the compensation claim needs to be reworked. As the claim was not rejected and as only the quantum of compensation alone was in dispute, your company is hopeful of succeeding the case.

As regards Auditors basis of qualified opinion mentioned in para 3 (5) of the report dated 9.7.2021 we wish to state under:

The company has preferred commercial summary suit in case No. 5 of2007 before the Honble High Court Judicature Bombay against Dena Bank now known as Bank of Baroda for recovery of Rs. 1 Crore along with interest against the Bank Guarantee issued by the subject Bank. Your company is hopeful of recovering the dues at the earliest.

As regards Auditors basis of qualified opinion mentioned in para 3 (6) of the report dated 9.7.2021 we wish to state under:

The company had provided for interest receipts from TANGEDCO at the rate of 12% as per the power purchase agreement. However TANGEDCO offered 6% simple interest which the company agreed to avail on the condition that in case interest rate at higher rate paid at a later date by the TANGEDCO to any claimant, Indowind would become entitled to claim differential interest. In the light of the Order passed by TNERC in DRP No. 20 of 2014 dt. 15.6.2021 directing TANGEDCO to pay interest at the rate of 1% per month, on belated settlement of invoices, Indowind derives right to claim the differential amount. In the case of BESCOM also your company is hopeful of collecting the interest dues in the due course.

As regards Auditors basis of qualified opinion mentioned in para 3 (7) of the report dated 9.7.2021 we wish to state under:

The Subject shares, held as investments in the books of the company were to be bought by the original transferor, in entirety. However, as entire amount has not been received by the company, the company chooses to give effect for the consideration received by adjusting in the number of shares held in Revathi Commercial ltd, while holding the original share certificate so as to receive full consideration, to protect to the interest of your company.

ANNUAL RETURN

Annual Return click the Link mentioned herein; http://www.indowirid.cofn/downloacl/Form%20MGT7.pdf

TRANSACTIONS WITH RELATED PARTIES

Detailed information is provided with respect to the list of Related Parties under Note No. 41 of the Notes on Accounts and with respect to transactions with related parties, details are given under Note No. 41 of the Notes on Accounts in the format Form AOC-2, which forms part of this report in Annexure -2.

SECRETARIAL AUDIT REPORT

Mrs. Aishwaiya the Practising Company Secretary is the secretarial auditor of the company for the year under review and her report is attached with this in the format Form MR-3, which forms part of this report in Annexure -3. With respect to the observation of Secretarial Auditor in her report we wish to state that the company is taking all initiatives to find appropriate solution, improvise the related party transaction policies and by updating the website.

ADEQUACY OF INTERNAL CONTROL

Your Company has effective and adequate internal control systems in combination with delegation of powers. The control system is also supported by internal audits and management reviews with documented policies and procedures.

M/s. Kailash Jain & Associates are the Internal Auditors to continuously monitor and strengthen the financial control procedures in line with the growth operations of the Company.

PARTICULARS REQUIRED UNDER SECTION 134 OF THE COMPANIES ACT. 2013 AND ITS COMPANIES (ACCOUNTS) RULES 2014 & SECTION 148 (1) OF THE COMPANIES ACT. 2013

The particulars required to be given in terms of section 134 of the Companies Act, 2013 and its Companies (Accounts) Rules, 2014, regarding conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Foreign Exchange outgo are not applicable to your Company. Similarly the Central government has not prescribed the maintenance of Cost Records under Section 148 (1) of the Act. Further there is no significant and material orders were passed by the regulators or courts or tribunals impacting the going Concern status and Companys operations in future. An application was filed by the EXIM Bank Ltd, under Section 7 of the IBC, 2016 before NCLT/Chennai and same is pending before the said forum.

ACKNOWLEDGEMENT

The Directors wish to place on record their sincere thanks and gratitude to all its Shareholders, Bond holders, Bankers, State Governments, Central Government and its agencies, statutory bodies, suppliers, and customers, for their continued co-operation and excellent support extended to the Company from time to time.

Your Directors place on record their utmost appreciation for the sincere and devoted services rendered by the employees at all levels.

DISCLAIMER . . .

The management Discussion and Analysis contained herein is based on the information available to the Company and assumptions based on experience in regard to domestic and global economy, on which the Companys performance is dependent. It may materially influenced by changes in economy, government policies, environment and the like, on which the Company may not have any control, which could impact the views perceived or expressed herein.

For and on behalf of Board of directors of
INDOWIND ENERGY LIMTIED
Date: 10th August 2021 Bala V Kutti
Place: Chennai-34 Chairman

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