The Board of Directors have pleasure in presenting the Twenty Ninth Annual Report of your Company together with the audited standalone and consolidated Ind AS financial statements for the year ended March 31, 2024.
1. Financial result
The audited standalone and consolidated Ind AS financial results for the financial year ended March 31, 2024 are as under:
|
Particulars
|
Standalone
|
Consolidated
|
| |
FY 24
|
FY 23
|
FY 24
|
FY 23
|
|
Revenue from operations
|
3,799.18
|
3,538.14
|
6,496.84
|
5,946.84
|
|
Other operating income
|
61.07
|
52.30
|
32.25
|
23.69
|
|
Earnings before interest, tax, depreciation and amortisation (EBITDA)
|
220.65
|
60.06
|
1,028.88
|
831.92
|
|
Less: Depreciation and amortisation expense (including impairment losses)
|
119.57
|
190.04
|
189.60
|
259.68
|
|
Earnings before interest and tax (EBIT)
|
101.08
|
(129.98)
|
839.28
|
572.24
|
|
Add: Finance income
|
192.88
|
192.22
|
38.42
|
19.63
|
|
Less: Finance cost
|
225.67
|
441.56
|
164.32
|
420.76
|
|
Profit/ (loss) before tax before exceptional items
|
68.29
|
(379.32)
|
713.38
|
171.11
|
|
Less: Exceptional loss/ (gain) items
|
(25.14)
|
(2,542.08)
|
53.89
|
(2,720.60)
|
|
Profit before tax
|
93.43
|
2,162.76
|
659.49
|
2,891.71
|
|
Less: Tax expense
|
-
|
-
|
(0.86)
|
4.42
|
|
Profit after tax
|
93.43
|
2,162.76
|
660.35
|
2,887.29
|
|
Share of profit / (loss) of associates and jointly controlled entities
|
-
|
-
|
-
|
-
|
|
Net profit for the year
|
93.43
|
2,162.76
|
660.35
|
2,887.29
|
|
Other comprehensive income/ (loss), net of tax
|
(0.32)
|
(5.71)
|
66.47
|
(34.88)
|
|
Total comprehensive income/ (loss), net of tax
|
93.11
|
2,157.05
|
726.82
|
2,852.41
|
2. Company’s performance
2.1 On a standalone basis, the Company achieved revenue from operations of ' 3,799.18 Crore and EBIT of ' 101.08 Crore as against ' 3,538.14 Crore and ' (129.98) Crore respectively in the previous year. Net profit for the year under review is ' 93.43 Crore as compared to ' 2,162.76 Crore in the previous year.
2.2 On consolidated basis, the Group achieved revenue from operations of ' 6,496.84 Crore and EBIT of ' 839.28 Crore as against ' 5,946.84 Crore and ' 572.24 Crore respectively in the previous year. Net profit for the year under review is ' 660.35 Crore as compared to ' 2,887.29 Crore in the previous year.
3. Appropriations
3.1 Dividend
In view of inadequate profits and 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 has been amended w.e.f. January 31, 2024. The amended Dividend Distribution Policy is available on the Company's website at weblink https://www.suzlon.com/NewPdf/Shareholders_ Information/Corporate_Governance_Policies/2022-23/DIVIDEND_DISTRIBUTION_POLICY1.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 Qualified Institutions Placement (‘QIP’)
On August 14, 2023, the Securities Issue Committee of the Board of Directors of the Company approved allotment of 1,139,601,139 fully paid-up equity shares of face value of ' 2.00 each to eligible qualified institutional buyers at an issue price of ' 17.55 per equity share, i.e. at a premium of ' 15.55 per equity share, which reflects a discount of ' 0.89 (i.e. 4.83%) on the floor price of ' 18.44 calculated with reference to the relevant date of August 9, 2023, aggregating to ' 2,000.00 Crore pursuant to the QIP undertaken in terms of placement document dated August 14, 2023.
4.2 Mergers / demergers / amalgamation / restructuring:
On May 2, 2024, the Board of Directors of the Company has approved the Scheme of amalgamation involving merger by absorption of Suzlon Global Services Limited (the “Transferor Company" or “SGSL"), a wholly owned subsidiary of the Company, with the Company (the “Transferee Company"), their respective shareholders and creditors under Sections 230 to 232 of the Companies Act, 2013 (the “Scheme"), subject to requisite statutory / regulatory approvals including the approval of the Honourable National Company Law Tribunal, Ahmedabad Bench (“NCLT"). NCLT hearing has taken place, wherein the NCLT has asked for the rationale of having December 1, 2024 as the Appointed Date. Subsequently, the Company has made its submission to the NCLT and simultaneously is in discussions with its consultants and lawyers to firm up its view. Based on the decision of the NCLT, the Board would decide its next course of action.
On May 24, 2024, the Board of the Directors has approved the Scheme of Arrangement under Sections 230 and 231 read with Section 52 and Section 66 of the Companies Act, 2013 (the “Scheme"), subject to requisite statutory / regulatory approvals including the approval of the Stock Exchanges, Securities and Exchange Board of India, Shareholders and Creditors of the Company, NCLT. The Scheme, inter alia, provided for:
i. Set-off of debit balance in the Retained Earnings Account of the Company as on the Appointed Date, in chronological order against credit balances in the following reserves:
a. Capital Reserve;
b. Capital Contribution;
c. Capital Redemption Reserve;
d. Securities Premium; and
e. Balance (if any) against General Reserves.
ii. Re-classification of balance General Reserve to Retained Earnings Account.
One of the objectives of the Scheme is to “help in resizing the reserves of the Company". However, it was noticed that certain changes were required to the Scheme especially with respect to the Appointed Date (especially considering the ongoing merger of SGSL, a wholly owned subsidiary, with the Company). Considering the same, it has been decided to withdraw the Scheme for the time being and fresh approval of the Board of Directors would be sought in due course of time.
4.3 Employee Stock Option Plan
I n terms of the recommendation of the Nomination and Remuneration Committee and that of the Board of Directors, shareholders, at the Twenty Seventh Annual General Meeting of the Company, have approved implementation of Employee Stock Option Plan 2022 (ESOP 2022). In terms of ESOP 2022, a total of 200,000,000 Options would be granted to the eligible employees of the Company and its subsidiaries from time to time.
Thus, in terms of ESOP 2022, the Nomination and Remuneration Committee of the Board of Directors of the Company, at its meeting held on May 22, 2023, had granted 109,290,000 Options to the eligible employees of the Company and its subsidiaries (“Grant 1"). As per the vesting schedule, 50% Options were to vest on 1st anniversary from the date of grant (out of which 25% were retention-based and balance 25% were performance-based vesting). Accordingly, 45,544,500 Options have vested on the 1st anniversary from the date of the grant and the balance 10,825,500 (which includes the Options cancelled on account of resignations) have been brought back to the pool and shall be available for subsequent grants.
Further, the Nomination and Remuneration Committee of the Board of Directors of the Company, at its meeting held on May 23, 2024 has granted following stock options to the eligible employees of the Company and its subsidiaries under ESOP 2022:
• 35,910,000 options at an exercise price of ' 30.00 per Option (“Grant 2"); and
• 38,630,000 options at an exercise price of ' 24.00 per Option (“Grant 3").
5. Capital and debt structure
5.1 Authorised share capital
During the year under review, there is no change in the authorised share capital of the Company. The authorised share capital of the Company as on March 31, 2024 and as on the date of this Report 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 and up to the date of this report, the Securities Issue Committee of the Board of Directors of the Company has allotted equity shares as per details given below:
|
Date of allotment
|
Details of securities allotted
|
Remarks
|
|
|
August 14, 2023
|
1,139,601,139 fully paid-up equity shares of' 2 each
|
QIP of fully paid-up equity shares at an issue price of ' 17.55 per share i.e. a premium of ' 15.55 per share to the QIBs under QIP undertaken in terms of Placement Document dated August 14, 2023
|
|
June 12, 2024
|
21,023,500 fully paid-up equity shares of' 2 each
|
Allotment pursuant to exercise of options granted ESOP 2022 at an exercise price of ' 5 per share
|
under
|
|
July 22, 2024
|
9,551,375 fully paid-up equity shares of' 2 each
|
Allotment pursuant to exercise of options granted ESOP 2022 at an exercise price of ' 5 per share.
|
under
|
b. The Securities Issue Committee of the Board of Directors of the Company has, on February 24, 2023, approved making of the First and Final Call of ' 2.50 (with ' 1 towards face value and ' 1.50 towards securities premium) per partly paid-up equity share on 2,400,000,000 partly paid-up equity shares issued on Rights basis in terms of Letter of Offer dated September 28, 2022 read with addendum dated October 10, 2022. The Company having received call money on 2,391,805,937 partly paid-up equity shares during the period from March 9, 2023 till February 20, 2024, the Securities Issue Committee of the Board of Directors of the Company has approved conversion of 2,391,805,937partly paid-up equity shares bearing ISIN IN9040H01011 into fully paid-up equity shares bearing ISIN INE040H01021.
The details of call money received are as under:
|
Particulars
|
No. of shares
|
Amount (' in Crore)
|
|
No. of partly paid-up equity shares allotted on October 31, 2022 on which first and final call was made @ ' 2.50 per share
|
2,400,000,000
|
600.00
|
|
No. of partly paid-up shares converted into fully paid shares on receipt of payment towards First and Final Call of ' 2.50 per Rights Equity Share during the period from March 9, 2023 till February 20, 2024
|
2,391,805,937 (See Note Below)
|
597.95
|
|
No. of shares on which the first and final call money of ' 2.50 per share was unpaid
|
8,194,063
|
2.05
|
Note - Details of Conversion of partly paid-up equity shares with ' 1.00 paid-up into fully paid-up equity shares of ' 2.00 each - March 29, 2023 - 1,997,821,943; May 8, 2023 - 110,420,880; May 25, 2023 - 218,441,785; June 12, 2023 - 9,265,406; July 7, 2023 - 15,913,280; August 22, 2023 - 6,348,593; September 12, 2023 -3,314,044; October 11, 2023 - 1,620,352; November 24, 2023 - 1,445,977; December 15, 2023 - 1,260,749; January 12, 2024 - 17,596,117, February 8, 2024 - 6,070,134; March 20, 2024 -2,286,677
Post March 31, 2024, the Board of Directors of the Company (the “Board"), at its meeting held on May 24, 2024 approved forfeiture of 8,194,063 partly paid-up equity shares of ' 2.00 each of the Company bearing ISIN IN9040H01011 on which the first and final call money of ' 2.50 per share (of which ' 1.00 was towards face value and ' 1.50 was towards securities premium) was unpaid.
Accordingly, the paid-up share capital of the Company as on March 31, 2024 is ' 2,721.72 Crore divided into 13,612,688,222 equity shares comprising of 13,604,494,159 fully paid-up equity shares having a face value of ' 2.00 each bearing ISIN INE040H01021 and 8,194,063 partly paid-up equity shares having a face value of ' 2.00 each with ' 1.00 paid-up bearing ISIN IN9040H01011. The paid-up share capital of the Company as on the date of this Report (after considering forfeiture and ESOP allotment) is ' 2727.01 Crore comprising of 13,635,069,034 fully paid-up equity shares having a face value of ' 2.00 each.
5.3 Foreign Currency Convertible Bonds (“FCCBs”)
During the year under review, the Company has redeemed the entire outstanding USD denominated convertible bonds due 2032 (“FCCBs") at their principal amount aggregating to USD 529,338.11 together with accrued but unpaid interest thereon up to the redemption date @ 1.25% p.a. amounting to USD 1,378.48 in accordance with terms of the FCCBs. Accordingly, the FCCBs have been cancelled and delisted from the Singapore Exchange Securities Trading Limited. Following the redemption, there are no outstanding FCCBs in issue.
6. Annual return in terms of Section 92(3) of the Companies Act, 2013
The annual return in Form No.MGT-7 for FY 23 is available on the Company's website at weblink https://www.suzlon.com/ NewPdf/Other_Disclosures/2022-23/FORM_NO-_MGT7_-_2023.pdf. The due date for filing annual return for FY 24 is within a period of sixty days from the date of annual general meeting. Accordingly, the Company shall file the same with the Ministry of Corporate Affairs within prescribed time and a copy of the same shall be made available on the website of the Company as is required in terms of Section 92(3) of the Companies Act, 2013.
7. Number of board meetings held
The details pertaining to number and dates of board meetings held during the year under review have been provided in the Corporate Governance Report forming part of this Annual Report.
8. Director’s responsibility statement
Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors confirm to the best of their knowledge and belief that:
a. i n the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;
b. the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit 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
i n terms of Section 149(7) of the Companies Act, 2013, Mr. Marc Desaedeleer (since resigned w.e.f. June 8, 2024), 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 proficiency) and expertise in their respective fields.
10. Company’s policy on director’s appointment and remuneration
I n accordance with Section 178 of the Companies Act, 2013 and the Listing Regulations, the Company has adopted ‘Board Diversity and Remuneration Policy' which has been amended w.e.f. April 5, 2024. The amended Policy on Board Diversity and the amended Nomination and Remuneration Policy is available on the Company's website at weblink https://www.suzlon.com/ NewPdf/Shareholders_Information/Corporate_Governance_Policies/2022-23/Board_Diversity_Policy.pdf. and https://www. suzlon.com/NewPdf/Shareholders_Information/Corporate_Governance_Policies/2022-23/Nomination_and_Remuneration_ Policy.pdf.
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
M/s. Walker Chandiok & Co LLP, Chartered Accountants (Firm Registration No.001076N/N500013), were appointed as the Statutory Auditors of the Company to hold office from the conclusion of the Twenty Seventh Annual General Meeting till the conclusion of the Thirty Second Annual General Meeting of the Company, i.e. for a period of 5 (Five) consecutive years.
a. Statutory auditors’ observation(s) in audit report and directors’ explanation thereto
i. In respect of Note 48(a) of the standalone financial statements and consolidated financial statements related to a show cause notice received by the Company from SEBI in respect of certain specific transactions between the Company and its domestic subsidiaries and disclosure of a contingent liability in respect of earlier years.
It is clarified that the Management has responded to the SCN and has denied the allegations made by the SEBI. Additionally, the management has also filed a settlement application in accordance with the Securities and Exchange Board of India (Settlement Proceedings) Regulations, 2018 (the “SEBI Settlement Regulations") to settle the matter without admission of guilt with respect to such allegations. This matter has been disclosed under contingent liability and the management believes that there is no material impact of this matter on the standalone and consolidated financial statements.
ii. In respect of the auditors' observation in standalone and consolidated financial statements related to enablement of audit trail feature at database level as per the requirement by the Ministry of Corporate Affairs (MCA).
It is clarified that the Company and its domestic subsidiaries uses an accounting software for maintaining its books of account. During the year ended March 31, 2024, the Company and its domestic subsidiaries have enabled audit trail (edit log), which has operated throughout the year at the application level for all relevant transactions recorded in the accounting software. The Company and its domestic subsidiaries has not enabled the feature of recording audit trail (edit log) at the database level for the said accounting software to log certain transactions recorded with privileged access and any direct data changes at data base level on account of recommendation in the accounting software administration guide which states that enabling audit trail at database level consumes significant storage space on the disk and can impact database performance significantly. The end user does not have any access to database to make direct data changes (create, change, delete) at database level.
iii. In respect of the auditors' observation in consolidated financial statements regarding unethical practices by an employee of a subsidiary company involving an offence of fraud.
It is clarified that the management of the subsidiary company has concluded the investigation. As the assessment of the overall financial impact is concluded, no adjustment is expected to the consolidated financial statements. Further, the management of the subsidiary company has strengthened customer confirmation process for reconciling its balances with its customers and has enhanced monitoring controls over carrying out of such customer account reconciliations throughout the year.
iv. In respect of the auditors' observation in standalone financial statements regarding slight delay in few cases in depositing professional tax:
It is clarified that the delay arose on account of technical issues.
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), had been appointed as the secretarial auditor to conduct the secretarial audit for FY 24. 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 FY 24. The due date of submitting the cost audit report by the cost auditor to the Company for FY 24 is within a period of one hundred eighty days from the end of the financial year. The Company shall file 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 FY 23 dated July 25, 2023 issued by M/s. D. C. Dave & Co., Cost Accountants, Mumbai (Registration No.000611), was filed with the Ministry of Corporate Affairs, Government of India, on August 10, 2023.
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 FY 25 at a remuneration of ' 0.075 Crore, which remuneration shall be subject to ratification by the shareholders at the ensuing Annual General Meeting.
11.4 Internal auditor
I n terms of Section 138 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, Mr. Shyamal Budhdev, Chartered Accountant (Membership No.43952), continues as the internal auditor of the Company.
11.5 Details of fraud required to be reported by the Auditors
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, have 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 has been amended w.e.f. April 5, 2024. The amended Risk Management Policy is available on the Company's website at weblink https://www.suzlon.com/NewPdf/Shareholders_Information/Corporate_Governance_Policies/2022-23/Risk_ Management_Policy1.pdf. The Company's 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 has 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 has been amended w.e.f. April 5, 2024.
The amended CSR Policy is available on the Company's website at weblink https://www.suzlon.com/NewPdf/Shareholders_ Information/Corporate_Governance_Policies/2022-23/CSR_Policy.pdf. 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 board’s performance
The information pertaining to the 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 Re-appointment of directors retiring by rotation:
Mr. Pranav T.Tanti (DIN: 02957770), the Non-Executive Director, retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment.
18.2 Resignation of Nominee Directors:
During the year under review, Mr. Hiten Timbadia (DIN: 00210210), the non-executive director and a nominee of the Investor Group resigned from the directorship of the Company with effect from September 26, 2023 on account of termination of shareholders agreement with the Investor Group. Mr. Ajay Mathur (DIN: 08805424), the non-executive director and a nominee of REC Limited (“REC") ceased to be the director of the Company with effect from September 21, 2023 due to withdrawal of his nomination by REC since the financial assistance granted by the REC led consortium in terms of the Rupee Term Loan Agreement dated April 28, 2022 was repaid in full.
The Board expresses its appreciation for the valuable services rendered and matured advice provided by Mr. Hiten Timbadia and Mr. Ajay Mathur during their association with the Company.
18.3 Appointment / resignation of independent director:
Mr. Gautam Doshi, the Independent Director of the Company, whose first term as an Independent Director was expiring on May 3, 2023, was re-appointed as an Independent Director for a second term of three years with effect from May 4, 2023 to May 3, 2026 in terms of the special resolution passed by the shareholders of the Company by way of postal ballot on April 28, 2023.
Post March 31, 2024, Mr. Marc Desaedeleer, the Independent Director of the Company, resigned from the directorship of the Company with effect from June 8, 2024 for the reasons stated in his resignation letter dated June 8, 2024. The Company sincerely appreciates the support extended by Mr. Marc Desaedeleer during his association with the Company.
18.4 Appointment / resignation of key managerial personnel:
During the year under review, Mr. Ashwani Kumar resigned as the Group Chief Executive Officer of the Company w.e.f. April 5, 2023 and Mr. J.P. Chalasani has been appointed as the Group Chief Executive Officer of the Company w.e.f. April 5, 2023.
18.5 Profile of directors seeking appointment / re-appointment:
Profile of the director seeking 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, 2024, the Company has 30 subsidiaries and 1 associate company 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 / associates during the financial year under review:
|
Sr. No.
|
Name of the entity
|
Country
|
Remarks
|
|
1.
|
SE Drive Technik GmbH
|
Germany
|
Liquidated
|
|
2.
|
Suzlon Rotor Corporation
|
USA
|
Liquidated
|
|
3.
|
Valum Holding B.V.
|
The Netherlands
|
Liquidated
|
|
4.
|
Tarilo Holding B.V.
|
The Netherlands
|
Liquidated
|
|
5.
|
Consortium Suzlon Padgreen Co Ltd
|
Mauritius
|
Lost control on this JV due to liquidation of Valum Holding B.V.
|
|
6.
|
Aalok Solarfarms Limited
|
India
|
Ceased to be an associate on sale of
|
|
7.
|
Abha Solarfarms Limited
|
India
|
balance holding of 25%
|
|
8.
|
Heramba Renewables Limited
|
India
|
|
|
9.
|
Shreyas Solarfarms Limited
|
India
|
|
During FY 24, Manas Renewables Limited, Vakratunda Renewables Limited, Varadvinayak Renewables Limited, Suyash Renewables Limited and Gale Green Urja Limited became direct subsidiaries of Suryoday Renewables Limited, the wholly owned subsidiary of the Company. As on March 31, 2024, these continue to be indirect subsidiaries of the Company.
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 are available on the Company's website at weblink https://www.suzlon.com/in-en/investor-relations/annual-accounts-subsidiaries.
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 Company's 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 a vigil mechanism for the employees including the Directors of the Company to report their genuine concerns about unethical behaviour, actual or suspected frauds or violation of the Company's code of conduct for the directors and senior management and the code of conduct for prevention of insider trading and which also provides for safeguards against victimisation. The Whistleblower Policy has been amended w.e.f. April 5, 2024 and the amended whistle blower policy is available on the Company's website at weblink https://www.suzlon.com/NewPdf/ Shareholders_Information/Corporate_Governance_Policies/2022-23/Whistle_Blower_Policy.pdf.
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 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 office or the registered office of 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 I nformation 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):
During the year under review, the Company has implemented the Employee Stock Option Plan 2022 (“ESOP 2022”) for its employees and employees of its subsidiaries in accordance with the Securities and Exchange Board of India (Share Based Employee Benefits & Sweat Equity Regulations), 2021 (“SEBI SBEB Regulations”). In terms of Regulation 13 of the SEBI SBEB Regulations, the Company has obtained a certificate from the Secretarial Auditor of the Company stating that the ESOP 2022 has been implemented in accordance with these regulations read with the special resolution passed by the shareholders of the Company on September 29, 2022, a copy of which is available for inspection at the Registered Office and Corporate Office of the Company during specified business hours and the same is also available on the website of the Company www.suzlon.com to facilitate online inspection till the conclusion of the Meeting. Further, as required under Regulation 14 of the SEBI SBEB Regulations the details as specified in Part F of Schedule 1 to these Regulations is available on the Company's website at weblink https://www.suzlon.com/NewPdf/ Other_Disclosures/2024-25/Annexure_ESOP.pdf.
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 and sustainability report
In terms of Regulation 34 of the Listing Regulations, the Business Responsibility and Sustainability Report ("BRSR") along with Reasonable Assurance Statement on BRSR Core Indicators as required in terms of SEBI Circular dated July 12, 2023 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 any 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 four 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 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 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, qualified institutional buyers, bondholders 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, consultants, 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 Vinod R.Tanti
Place : Pune Chairman and Managing Director
Date : July 22, 2024 DIN: 00002266
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