suzlon energy ltd share price Directors report


Dear Shareholders,

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

1. Financial result

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

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

2. Companys performance

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

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

3. Appropriations 3.1 Dividend

In view of accumulated losses, the Board of Directors expresses its inability to recommend any dividend on equity shares for the year under review. In terms of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the "Listing Regulations"), the Company has adopted a dividend distribution policy which is available on the website of the Company (https://www.suzlon.com/pdf/about/cg/Policy_Dividend_Distribution.pdf).

3.2 Transfer to reserves

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

4. Material developments during the financial year under review and occurred between the end of the financial year and the date of this Report

During the year under review and up to the date of this Report, the following material events took place:

4.1 Implementation of Refi financing Proposal:

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

As part of the refi nancing, an agreement was entered on March 31, 2022 between the STG and the Existing Lenders ("Agreement"), the key features of which are as under: a. full repayment of the outstanding Rupee Term Loan along with accrued interest; b. release or transfer or replacement of limits of non-fund based working capital facilities against cash margin or Letter of Comfort ("LOC"); c. conversion of the entire outstanding Optionally Convertible Debentures ("OCDs") into 57.14 Crore fully paid-up new equity shares having a face value of 2 each of the Company to the Existing Lenders; d. conversion of the entire outstanding Compulsorily Convertible Preference Shares ("CCPS") issued by Suzlon Global Services Limited ("SGSL"), a wholly owned subsidiary of the Company, into 4,454 fully paid-up equity shares having face value of 10 each of SGSL; e. Payment of applicable coupon / interest payable to the Existing Lenders on the outstanding OCDs and dividend payable on CCPS; f. Surrender of 49.86 Crore share warrants by the Existing Lenders as issued by the Company to the Existing Lenders under the Framework Restructuring Agreement (FRA); and g. Waiver of the requirement of maintaining the lock-in for 99.72 equity shares of the Company issued to the Existing Lenders as stipulated in the FRA; (hereinafter referred to as the "Refi financing Proposal" and Term Loan, OCD and CCPS are collectively hereinafter referred to as the "Existing Facilities").

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

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

4.2 Mergers / demergers / amalgamation / restructuring:

During the year under review and up to the date of this Report, the following developments took place in the matters of mergers / demergers / divestment: a. In the matter of merger by absorption of Suzlon Power Infrastructure Limited ("SPIL"), a wholly owned subsidiary of the Company, with Suzlon Global Services Limited ("SGSL") also a wholly owned subsidiary of the Company, the final order approving the Scheme of Amalgamation of SPIL with SGSL is awaited from NCLT, Ahmedabad Bench and NCLT, Chennai Bench. Post merger becoming effective, the business undertaking of SPIL will be merged in to SGSL from the appointed date, i.e. April 1, 2020. b. In the matter of demerger by transfer and vesting of Project Execution Business and Power Evacuation Business of Suzlon Gujarat Wind Park Limited ("SGWPL"), a step down wholly owned subsidiary of the Company, in to SGSL, the final order approving the Scheme of Arrangement between SGWPL and SGSL is awaited from NCLT, Ahmedabad Bench. Post demerger becoming effective, while Project Execution Business and Power Evacuation Business of SGWPL will be transferred to SGSL from the appointed date, i.e. April 2, 2020, SGWPL will continue undertaking its Land Development Business and Power Generation Business. c. Suzlon Generators Limited ("SGL"), a subsidiary of the Company, ceased to be the subsidiary of the Company pursuant to completion of divestment of the Companys 75% stake in SGL to Voith Turbo Private Limited on April 7, 2022.

5. Capital and debt structure 5.1 Authorised share capital

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

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

5.2 Paid-up share capital a. During the year under review, the Company has allotted equity shares as per details given below:

Date of allotment Details of securities allotted Remarks
April 16, 2021 31,26,00,232 equity shares of 2 each at a conversion price of 2.61 per share Conversion of 33,603 Bonds of USD 320 each (worth USD 10,900,813 after capitalising interest).
May 20, 2021 2,36,47,562 equity shares of 2 each at a conversion price of 2.61 per share Conversion of 2,542 Bonds of USD 320 each (worth USD 824,624 after capitalising interest).
July 2, 2021 1,36,47,108 equity shares of 2 each at a conversion price of 2.61 per share Conversion of 1,467 Bonds of USD 320 each (worth USD 475,894 after capitalising interest).
July 23, 2021 1,21,30,765 equity shares of 2 each at a conversion price of 2.61 per share Conversion of 1,304 Bonds of USD 320 each (worth USD 423,017 after capitalising interest).
August 17, 2021 1,36,75,039 equity shares of 2 each at a conversion price of 2.61 per share Conversion of 1,470 Bonds of USD 320 each (worth USD 476,868 after capitalising interest).
August 17, 2021 1,80,67,499 equity shares of 2 each at a conversion price of 6.77 per share Conversion of 2,031 Bonds of USD 1000 each pursuant to Mandatory Conversion of FCCBs to bondholders who elected Option A (Mandatory Conversion).
Conversion of 4,998 Compulsorily
December 26, 2021 2 each at 20,39,98,368 equity shares of a conversion price of 2.45 per share Convertible Debentures of 1,00,000 each issued on Preferential basis aggregating to 49.98 Crore.
March 10, 2022 11,16,64,691 equity shares of 2 each at a conversion price of 2.61 per share Allotment pursuant to conversion of 11,680 Bonds of USD 320 each (worth USD 3,893,906 after capitalising interest).

Accordingly, the paid-up share capital of the Company as on March 31, 2022 is 1,843.49 Crore divided into 921,74,44,037 equity shares of 2 each. b. Post March 31, 2022 and up to the date of this Report, the Company has allotted equity shares as per details given below:

Date of allotment Details of securities allotted Remarks
Conversion of entire outstanding value of 410,000 Optionally Convertible
May 24, 2022 57,14,28,572 equity shares of 2 each Debentures of 1,00,000 each issued on preferential basis to the lenders in terms of the Refi financing Proposal aggregating to 4,099.18 Crore.

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

5.3 Foreign Currency Convertible Bonds ("FCCBs")

The details of outstanding FCCBs as on March 31, 2022 and as on date of this Report are as under:

Outstanding amount (USD)
Series As on March 31, 2022 As on the date of this Report Exchange rate ( ) Convertible on or before Conversion price ( )
USD 546,916,000 step-up convertible bonds due 2019 0# 0# - July 9, 2019# 6.77
USD denominated convert- ible bonds due 2032 9.84 Million** 9.84 Million** 74.8464 August 17, 2032 2.61

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

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

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

5.4 Warrants

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

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

The annual return in Form No.MGT-7 for FY 21 is available on the website of the Company (www.suzlon.com). The due date for fi ling annual return for FY 22 is within a period of sixty days from the date of annual general meeting. Accordingly, the Company shall fi le the same with the Ministry of Corporate A airs 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. Directors responsibility statement

Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors confirm to the best of their knowledge and belief that: a. in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures; b. the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of a airs 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 had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and f. the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

9. A statement on declaration given by the Independent Directors

In terms of Section 149(7) of the Companies Act, 2013, Mr. Marc Desaedeleer, Mr. Per Hornung Pedersen, Mr. Sameer Shah, Mrs. Seemantinee Khot and Mr. Gautam Doshi, the Independent Directors of the Company, have given a declaration to the Company that they meet the criteria of independence as specified under Section 149(6) of the Companies Act, 2013 and the Listing Regulations and there has been no change in the circumstances which may affect their status as Independent Directors. Further, they have also given a declaration that they have complied with the provisions of the Code of Ethics for Directors and Senior Management (including Code of Conduct for Independent Directors prescribed in Schedule IV to the Companies Act, 2013) to the extent applicable, during the year under review. Further, in the opinion of the Board of Directors of the Company, all the Independent Directors are persons having high standards of integrity and they possess requisite knowledge, qualifications, experience (including profi ciency) and expertise in their respective fields.

10. Companys policy on directors 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 11.1 Statutory auditor a. M/s. Deloitte Haskins & Sells LLP, Chartered Accountants (Firm Registration No.117366W/W-100018) hold officeas the statutory auditors of the Company till the conclusion of the ensuing Twenty Seventh Annual General Meeting of the Company. b. Statutory auditors observation(s) in audit report and directors explanation thereto i. In respect of Note 6 of the standalone financial statements and the consolidated financial statements regarding use of going concern assumption for the preparation of Ind AS financial statements due to existence of an obligation to achieve reduction in refinanced borrowing from REC Limited from 3,553 Crore to 2,178 Crore within a period of one year from the loan disbursement date and fulfi l certain conditions including monetisation of specified assets, failing which it could trigger an event of default before March 31, 2023: It is clarifi ed that, the Management has plans to meet the financial obligations in the foreseeable future through various options including refi financing of part of loan with other lenders, execution of the pipeline of orders in hand, future business plans, realisation of trade receivables and financial assets, capital raising, monetisation of assets and accordingly the standalone and consolidated financial statements have been prepared on the basis that the Company is a going concern. ii. In respect of auditors observation in standalone financial statements regarding certain delay in depositing statutory dues: It is clarifi ed that the delay arose on account of liquidity shortage due to losses, delay in timely realisation of certain receivables from customers and prevailing uncertain economic environment that adversely impacted the financial position of the Company.

11.2 Secretarial auditor a. Pursuant to the provisions of Section 204 of the Companies Act, 2013 and Rules made thereunder, Mr. Chirag Shah, Partner, M/s. Chirag Shah and Associates, Company Secretaries (Membership No.5545 and C.P.No.3498), has been appointed as the secretarial auditor to conduct the secretarial audit for FY 22. A secretarial audit report in Form No.MR-3 given by the secretarial auditor has been provided in an annexure which forms part of the Directors Report. b. Secretarial auditors observation(s) in secretarial audit report and directors explanation thereto – None.

11.3 Cost auditor

The Company is required to maintain cost records as specified by the Central Government under Section 148(1) of the Companies Act, 2013 and accordingly such accounts and records are made and maintained by the Company for the year under review. M/s. D. C. Dave & Co., Cost Accountants, Mumbai (Registration No.000611), had been appointed as the cost auditors for conducting audit of the cost accounting records of the Company for FY22. The due date of submitting the cost audit report by the cost auditor to the Company for FY22 is within a period of one hundred eighty days from the end of the financial year. The Company shall fi le a copy of the cost audit report within a period of 30 (thirty) days from the date of its receipt. The cost audit report for FY21 dated September 20, 2021 issued by M/s. D. C. Dave & Co., Cost Accountants, Mumbai (Registration No.000611), was fi led with the Ministry of Corporate A airs, Government of India, on October 14, 2021.

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

11.4 Internal auditor

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

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

12. Particulars of loans, guarantees and investments

The particulars of loans, guarantees and investments in terms of Section 186 of the Companies Act, 2013 for the year under review have been provided in the notes to the financial statements which forms part of this Annual Report.

13. Particulars of contracts / arrangements with related parties

The particulars of contracts / arrangements with related parties referred to in Section 188(1) entered into during the year under review as required to be given in Form No.AOC-2, have been provided in an annexure which forms part of the Directors Report.

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

The particulars of conservation of energy, technology absorption, foreign exchange earnings and outgo for the year under review as required to be given under Section 134(3)(m) of the Companies Act, 2013 and Rule 8(3) of the Companies (Accounts) Rules, 2014, has been provided in an annexure which forms part of the Directors Report.

15. Risk management

The Company has constituted a Risk Management Committee, the details of which have been provided in the Corporate Governance Report forming part of this Annual Report. The Board of Directors has approved a risk management policy which is available on the website of the Company (www.suzlon.com). The Companys risk management and mitigation strategy has been discussed in the Management Discussion and Analysis Report forming part of this Annual Report. The Board of Directors have not found any risk which in its view may threaten the existence of the Company.

16. Corporate social responsibility (CSR)

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

17. Annual evaluation of boards performance

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

18. Directors / key managerial personnel appointed / resigned during the financial year under review and up to the date of this Report 18.1 Appointment / re-appointment of executive directors:

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

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

18.2 Re-appointment of directors retiring by rotation:

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

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

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

18.4 Appointment / resignation of key managerial personnel:

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

18.5 Profi le of directors seeking appointment / re-appointment:

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

19. Subsidiaries

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

19.2 Companies which became subsidiaries during the financial year under review: None 19.3 Change of name of subsidiaries during the financial year under review: None

19.4 Companies which ceased to be subsidiaries/ joint ventures during the financial year under review:

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

19.5 Consolidated financial statements:

The consolidated financial statements as required in terms of Section 129(3) of the Companies Act, 2013 and the Listing Regulations have been provided along with standalone financial statements. Further, a statement containing salient features of the financial statements of the subsidiaries / associate companies / joint ventures in Form No.AOC-1 as required to be given in terms of first proviso to Section 129(3) of the Companies Act, 2013 has been provided in a separate section which forms part of this Annual Report. The financial statements including the consolidated financial statements, financial statements of the subsidiaries and all other documents have been uploaded on the website of the Company (www.suzlon.com).

19.6 Secretarial audit report of material subsidiaries:

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

20. Significant and material orders passed by the regulators

During the year under review, no significant and material orders impacting the going concern status and the Companys operations in future have been passed by any Regulator or Court or Tribunal.

21. Internal financial controls and their adequacy

The details pertaining to internal financial control systems and their adequacy have been disclosed in the Management Discussion and Analysis Report forming part of this Annual Report.

22. Audit Committee

The Company has constituted an Audit Committee in accordance with Section 177(1) of the Companies Act, 2013, the details of which have been provided in the Corporate Governance Report forming part of this Annual Report. There has been no instance where the Board of Directors had not accepted any recommendation of the Audit Committee. The Company has formulated a whistle blower policy to provide vigil mechanism for employees including the Directors of the Company to report their genuine concerns about unethical behaviour, actual or suspected frauds or violation of the Companys code of conduct for directors and senior management and the code of conduct for prevention of insider trading and which also provides for safeguards against victimisation. The whistle blower policy is available on the website of the Company (www.suzlon.com).

23. Particulars of employees

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

A statement showing details of the employees in terms of Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 has been provided in a separate annexure which forms part of the Directors Report. However, in terms of Section 136 of the Companies Act, 2013, the Annual Report excluding the aforesaid information is being sent to all the shareholders of the Company and others entitled thereto. Any shareholder interested in obtaining a copy of the same may write to the Company Secretary at the corporate officeor the registered officeof the Company.

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

Details pertaining to the remuneration of the Directors as required under Schedule V to the Companies Act, 2013 have been provided in the Corporate Governance Report forming part of this Annual Report.

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

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

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

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

23.5 Employees stock option plan (ESOP):

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

24. Related party disclosures and management discussion and analysis report

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

25. Corporate governance report

In terms of Para C of Schedule V of the Listing Regulations, a detailed report along with the auditors certificate of compliance on Corporate Governance has been provided in a separate section which forms part of this Annual Report. The Company is in compliance with the requirements and disclosures that have to be made in this regard.

26. Business responsibility report

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

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

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

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

28. Other disclosures

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

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

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

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

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

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

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

Not applicable.

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

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

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

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

28.7 Disclosures pertaining to compliance with Secretarial Standards:

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

28.8 Disclosures pertaining to credit rating:

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

28.9 Details pertaining to application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016): During the year under review, there are no proceedings admitted or pending against the Company under the Insolvency and Bankruptcy Code, 2016 before any National Company Law Tribunal or other courts.

29. Acknowledgement

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

For and on behalf of the Board of Directors
Tulsi R.Tanti
Place : Pune Chairman and Managing Director
Date : May 25, 2022 DIN: 00002283