ANNUAL REPORT

2014-15
DIRECTORS’ REPORT AND ANNEXURES THERETO

STATEMENT CONTAINING SALIENT FEATURES OF THE FINANCIAL STATEMENT OF SUBSIDIARIES

/ ASSOCIATE COMPANIES / JOINT VENTURES AS PER COMPANIES ACT, 2013
 Mrs. Pratima Ram
(DIN: 03518633)
A nominee of State Bank of
India (appointed as nominee
director w.e.f. March 27, 2015)
Non-Executive Director

Mr. Venkataraman Mrs. Bharati Rao

Subramanian (DIN: 01892516)
(DIN: 00357727) A nominee of State Bank of
Appointed as an Additional India who ceased to be a
Director in the capacity of Director w.e.f.
Independent Director March 27, 2015
w.e.f. September 25, 2014 Non-Executive Director
Non-Executive
Independent Director

CHIEF FINANCIAL
OFFICER (CFO)
Mr. Kirti J. Vagadia
(ICAI Membership No. 042833)
(Appointed as Group CFO
w.e.f. August 1, 2015)
Mr. Amit Agarwal
(ICAI Membership No. 056880)
(Resigned as CFO w.e.f.
August 1, 2015)
 OUR VALUE
SYSTEM
The foundation of our organization is built
on strong values that help us in achieving
our vision. These values ensure that
we stay true to everything we do.

AGILITY ADDING VALUE CREATIVITY COMMITTED INTEGRITY

AGILITY ADDING VALUE CREATIVITY

I will encourage and facilitate rapid I will do my best to add value to all I will ensure that I do my work
and decisive actions on all matters matters related to my work and creatively and innovatively.
related to Suzlon© s progress. contribute to that of my team, and I will work towards building a
other stakeholders of Suzlon. more efficient, competitive
and responsive organization.

COMMITTED INTEGRITY
I will commit my energies and partner I will abide by truth, transparency, honesty and sincerity in everything
with all stakeholders to achieve the that I do and encourage my co-workers to do the same. I will strive to uphold
Suzlon Corporate Objectives. the highest standards of ethics and all the laws that apply to our business.

Suzlon Energy Ltd., Annual Report 2014-15 03

Left to right: Mr. Marc Desaedeleer | Mr. Girish R.Tanti | Mrs. Pratima Ram | Mr. Venkataraman Subramanian | Mr. Tulsi R.Tanti

04 Suzlon Energy Ltd., Annual Report 2014-15

Mr. V. Raghuraman | Mr. Vinod R.Tanti | Mrs. Medha Joshi | Mr. Ravi Uppal | Mr. Rajiv Ranjan Jha

Suzlon Energy Ltd., Annual Report 2014-15 05

 Encouraging results
Aligned to our strategic vision, some key decisions were
taken in FY15 which translated into optimistic results.
Our profitability and performance reflects the improvement
in our operational efficiency. We have achieved this by
addressing our liquidity concerns through capital infusion
and Senvion sale, which has translated into sizeable debt and
interest cost reduction, accelerated our growth plans and
increased stakeholder confidence. The equity infusion of
Rs. 1,800 crores by Dilip Shanghvi & Associates (DSA) has
further strengthened our balance sheet. Building on this
momentum, we have today an ambitious order book of
~1100 MW and many orders in pipeline for FY16.

Greener tomorrow
The Global renewable energy landscape is poised for
progressive growth. The world leaders are championing the
cause of energy security, aiming for affordable and
accessible energy for all, within the gambit of climate change.
The Indian wind energy sector is also poised for exponential
growth with government' s thrust on clean energy coupled
with conducive policy framework and improved business
environment.

Dear Stakeholders, Government' s vision towards energy security is further aided

by greater emphasis on transmission linkages and
Financial Year 2014-15 (FY15) has been a year of evolutionary infrastructure. Laying down an ambitious target of 175 GW
change for us, characterized by several milestones and of renewable energy by 2022 that comprises 60 GW of wind
transformational decisions. We have successfully navigated energy, the Government has taken a quantum leap in building
through the tough times to embark upon a journey that a greener tomorrow.
ensures commendable sustainable growth for Suzlon in the
years to come. Our strategic and transformational initiatives, A lot of Independent Power Producers (IPP) have already
backed by relentless efforts, have efficaciously guided Suzlon entered into this segment with confidence in the new
back to a growth trajectory. Government' s thrust on renewables. With the reinstatement
of Accelerated Depreciation (AD) for wind SMEs, Corporates
In April 2015 we completed 20 years, a journey that began and PSU sectors are also inclined to invest more in wind
with a modest and humble beginning in 1995. Our legacy power in addition to their captive power consumption and
of 20 years gives us insights and confidence to march ahead. need to hedge their power cost for 25 years.
Hence, today the Group has global footprint across
19 countries in 6 continents. As a Group we aim to focus on Renewable energy can play a critical role in the success of
high volumes and emerging markets such as India, USA, China ª Make in Indiaº , by improving cost competitiveness of Indian
and Brazil in years to come. With a defined business blueprint manufacturing and exports. It has the potential to enable
and significant liquidity infusion, we are now best placed to India to become an export oriented economy as well as a
capitalize on several market opportunities available in technological hub of the world.
domestic and international markets.

06 Suzlon Energy Ltd., Annual Report 2014-15

Road ahead With a vision to be amongst the technological leaders in the
Our priority for FY16 will be to ramp up volume by executing wind energy sector, Suzlon collaborated with German
a strong order book of ~1100 MW, take advantage of the technology in 1995. Over the past 20 years, our technical
immense traction in new orders and improve margins. collaborations and acquisitions have enabled us to remain
FY16 will also mark our foray into Solar, with plans to offer amongst the top OEM players in the industry. Additionally,
wind-solar integrated solutions. our in-house R&D facilities in Netherlands, Germany,
Denmark and India have been significant in aiding to our
Our Pan-India presence and experience of operating ~40% vision of technological leadership.
of the total installed wind capacity in India, renders us with
the confidence to achieve our goals and regain our market Our comprehensive product portfolio, over the years, have led
share. We will continue to develop high yield products that us to foray into several international markets, beginning with
effectively bring down the cost of energy (COE) and improve the USA in 2001. Our unique end-to-end business model in
customer’s Return on Investment (ROI). Constant efforts of India has led us to be amongst the market leaders and hence
our R&D team towards providing sustainable and affordable today we have an impressive line-up of over 1700 customers.
energy for all has resulted in two path-breaking products: Various accolades that we have won in these 20 years bear
testimony to our commitment towards excellence and
• The S97-120m (2.1MW) turbine with hybrid tower sustainable development.
launched in November 2014 ensures 12% - 15% higher
energy generation over other turbines of the same At this 20 year milestone, we renew our vigor and zeal to
capacity. Further, it also enables viability of low wind enter the next phase of growth.
sites to harness wind energy.
Future prospects
• The S111 (2.1MW) turbine prototype is successfully tested With a strengthened balance sheet and improved liquidity,
in India and USA. The S111 with its 111.8m is the largest we are better positioned to ramp-up our volumes, improve
rotor diameter wind turbine generator commissioned in our operating performance and scale-up our margins. With
India. Touted to be a potential game-changer in the these new wave of developments we shall strive for long-term
industry with increased energy production by 20%, S111 growth of not only Suzlon but also of the renewable energy
is one of the highest yielding IEC Class III wind turbine. sector at large.

We aim to establish 3 rotor blade manufacturing units in Our vision is to be the best renewable energy company in the
India during this fiscal year and over the next 5 years we aim world and to work towards social, economic and sustainable
to leverage our technology to attain 15% reduction in COE development to create a better life for our future generations.
averaging at a 3% reduction per year. Additionally, we are
conducting techno-commercial analysis along the coastline On behalf of the entire Suzlon management team, I’m
of Gujarat to examine the potential of India’s pilot offshore sincerely thankful to all our key stakeholders including but
wind project. Our technological expertise has led us to offer not limited to - Investors, customers, suppliers, government
several customized solutions suiting all wind class sites to bodies, bankers and employees who have held great patience
our customers and a continuous up-gradation of our product and supported us through difficult times. It has been your
portfolio. tremendous support that has paved the path for our
resurgence and with it we continue on our path to powering
20 Years journey a greener tomorrow.
As we discuss about our vision to build a better tomorrow,
I would like to take a moment to take you through Suzlon’s Best wishes
journey since its inception in 1995. It has been 20 years and
we’ve had our share of ups and downs that we endured with Tulsi Tanti
great resilience. Two decades back Suzlon Energy Ltd., was
incorporated in Rajkot, Gujarat, with a small team of Mumbai, July 31, 2015
20 members.
Suzlon Energy Ltd., Annual Report 2014-15 07
 USA
Wind farm

08 Suzlon Energy Ltd., Annual Report 2014-15

 Brazil
Wind farm

Suzlon Energy Ltd., Annual Report 2014-15 09

 Suzlon Energy Limited
and its subsidiaries

Rs in Crore

PARTICULARS 2014-15 2013-14 2012-13 2011-12 2010-11

Revenue from operations 19,837 20,212 18,743 21,082 17,879

EBIDTA 316 (141) (1,296) 1,821 1,047

Interest 1,746 1,792 1,518 1,379 1,136

Depreciation 809 777 740 661 657

Net profit / (loss) (9,158) (3,520) (4,724) (479) (1,324)

Equity share capital 742 498 355 355 355

Net worth (9,122) (544) 320 4,978 6,526

Gross fixed assets 16,192 18,055 15,809 15,161 13,265

Net fixed assets 6,200* 13,948 12,382 12,602 11,332

Total assets 21,731 30,315 29,216 32,427 29,220

Book value per share - Rs (24.6) (2.2) 1.8 28.0 36.7

Turnover per share - Rs 53.5 81.2 105.5 118.6 100.6

Earning per share - Rs (30.5) (15.7) (26.6) (2.7) (7.8)

EBIDTA/Gross turnover (%) 1.6% -0.7% -6.9% 8.6% 5.9%

* After exceptional item of provision towards impairment of goodwill amounting to Rs 6,072 Crore.

Prior year amounts have been reclassified wherever necessary to confirm with current year presentation.

Rs in Crore
REVENUE FROM OPERATIONS
22,000
21,082
21,000
20,212
20,000 19,837

19,000 18,743

18,000 17,879

17,000

16,000
Financial
2013-14

2011-12
2014-15

2010-11
2012-13

Year

10 Suzlon Energy Ltd., Annual Report 2014-15

 Installed 10,000th Wind Turbine Globally
Installed 10,000th wind turbine during the first
half of 2015 at Artilleros, Uruguay wind farm.
The wind farm includes Suzlon’s 31 WTGs of
S95-90 of 2.1 MW, a reiteration of Suzlon’s
evolving technological and manufacturing
prowess and project execution capabilities.

Launched the World’s First

S97-120m Hybrid Wind Turbine
Suzlon’s innovative 120 meter hybrid tower with
lattice and tubular structure is the first of its
kind in the world. Increased hub height
significantly raises energy output and innovative
hybrid design reduces overall weight, the dual
advantage lends it a unique competitive edge.

Suzlon’s 20 Year Journey

Suzlon Energy was established in Rajkot, Gujarat in
1995,with a team of just 20 people. With its
cutting-edge technology, proven project execution
capabilities and best in class services,the Company
today is one of the market leaders in India, with a
global presence spanning 19 countries in 6
continents with over 6,900 employees.

100% Equity Sale of Senvion SE

Suzlon completed 100% stake sale in
Senvion to Centerbridge Partners on
April 15 and has potential to earn
upto an additional EUR 50 million
with technology partnership. Cash
infusion from this transaction will
power Suzlon's future growth.

Suzlon Energy Ltd., Annual Report 2014-15 11

 Launched its Newest and most Robust
S111 Wind Turbine
Suzlon launched its newest and most robust wind
turbine – the S111-2.1 MW with up to 20% increased
output. Suzlon is driven by technology and the
financial crises has not dampened its spirits for
innovation. Its S111 product epitomizes this spirit
being one of the highest-yielding IEC Class III wind
turbine of any comparable class machine.

Thomson Reuters India Innovation Award

2014 as recognition for its Innovation and
Entrepreneurship in India
Suzlon Group received the award for
innovation and entrepreneurship in the
Corporate HiTech category. The award honors
the most innovative enterprise headquartered
in India for its spirit of innovation in R&D as it
relates to Indian patent publications.

CII – ITC Sustainability Award as recognition

for its commitment towards deploying
CSR Policies and Processes within an Organization
Suzlon received the award for its outstanding commitment
towards deploying CSR policies & processes within the
organization. The Awards are a part of the CII-ITC Centre of
Excellence for Sustainable Development’s continued efforts to
create awareness, promote sustainable policies and practices,
and create capacity to mainstream sustainability practices.

This reward for Suzlon’s pioneering efforts has made it a

beacon of inspiration for others to follow.

Central Board of Irrigation and Power (CBIP)

Award for Best Wind Power Equipment
Manufacturer & Turnkey Supplier under the
Renewable Energy Institutions Category
Suzlon received the award for Best Wind Power
Equipment Manufacturer & Turnkey Supplier
under the Renewable Energy Institutions category.
The award recognized the outstanding
contribution of Suzlon in the development of the
renewable energy sector, particularly relating to
manufacturing of the latest state-of-the-art wind
power equipment and turnkey projects besides
providing consultancy and O&M.

12 Suzlon Energy Ltd., Annual Report 2014-15

 China
Wind farm

Suzlon Energy Ltd., Annual Report 2014-15 13

 • To be the best renewable energy
company in the world.

• Work towards Social, Economic

and Sustainable Development.

• To create better life

for future generations.

Focus on high-volume and profitable

emerging markets and North America

• India
• Huge opportunities available as
Hon’ble Prime Minister Mr. Narendra Modi
declares a 175 GW renewable energy target by 2020

• Brazil
• Suzlon operates five of the country’s top 10 wind farms, all thanks
to our high product performance and reliability

• China
• Remains a strong volume market for Suzlon. We shall continue to
leverage our best practices to benefit further from this market

• North America
• North America remains an important market with
focus on the US, Canada and Mexico

15% reduced levelized cost of energy

through innovative technology by 2020

Intense efforts to introduce next generation turbine that is not only

efficient and reliable but also incorporates smart
control systems and high degree of value engineering

• Aim to enable year-on-year 3% reduction in Cost of Energy

thereby achieving 15% reduced levelized cost of energy by 2020

14 Suzlon Energy Ltd., Annual Report 2014-15

 End-to-End Integrated (Wind+Solar)
Renewable Energy Utility Scale Solution Provider

• Focus in India to become integrated (wind+solar)

utility scale solution provider
• Enhance Plant Load Factor(PLF) to 40% with full support to utility through
our state-of-the-art Forecasting & Scheduling model

Optimized Supply-chain Management

• Critical processes aligned across value chain to ensure highest

focus on quality and customer-centricity
• Strengthened cost reduction through Value Engineering
and Vendor Development
• Increase market growth through extended manufacturing
and sourcing hubs globally

Deliver Best-in-class Services Globally

• Enhance long-term fleet performance and reliability

through robust preventive maintenance
• Reduction in COGS through optimized spares consumption
• Better margins through value added services
• People & talent development

Our People Agenda

• Customer-centric culture
• Performance-oriented organization
• First time right commitment
• No compromise on integrity

Suzlon Energy Ltd., Annual Report 2014-15 15

 INSPIRING SUSTAINABILITY

Suzlon One Earth is the Group's global

headquarters in Pune, India.

One Earth is one of the world’s largest

corporate campus with dual distinction
of highest green building certification –
LEED Platinum & GRIHA Five Stars.

100% powered by Approx. 20% electricity Energy efficient lighting

on-site and offsite saving through the use of through LED for street and
renewable energy daylight harvesting and landscape lighting.
resources. occupancy sensors.

Almost 100% waste 40% reduction in potable water Saving more than 140,000 KWh
water treatment and consumption through water of electricity per annum through
100% recycling of efficient flushing systems, solar water heating systems.
waste water for faucets, sensors and pressure
internal usage. compensated pipelines.

16 Suzlon Energy Ltd., Annual Report 2014-15

 Built on the principles of sustainability, Suzlon One Earth
is an inspiring place to work. It is where wind energy
professionals from across the globe come together
to build a greener tomorrow, today.

• Built in perfect harmony with five elements of nature – Air, Water, Fire, Earth and Ether
• Zero discharge of waste water in public sewage or drainage systems
• Highest-rated Leadership in Energy and Environmental Design (LEED) Platinum-certified building
in the world, in the new construction category with respect to its area*.
• Largest corporate campus with highest Green Rating for Integrated Habitat Assessment (GRIHA) five star certification.
• Awarded the 'Asia Pacific Property Award' in 2011 as the best Office Development in Asia – Pacific region.

* Suzlon One Earth has a built area of approximately 817,000 sq.ft

Suzlon Energy Ltd., Annual Report 2014-15 17

 India
Wind farm

18 Suzlon Energy Ltd., Annual Report 2014-15

 20 YEARS OF
POWERING A
GREENER TOMORROW
SINCE OUR INCEPTION IN 1995, SUZLON HAS BEEN CONSISTENT IN ITS

ENDEAVOUR TO MAKE RENEWABLE ENERGY AN AVAILABLE REALITY TO

THE WORLD. OVER THE YEARS, WE HAVE TAKEN OUR WIND ENERGY

SOLUTIONS TO 19 COUNTRIES ACROSS THE GLOBE IN A JOURNEY THAT

HAS SEEN MANY CHALLENGES AND SUCCESSES. AS WE ENTER THE

NEXT PHASE OF OUR GROWTH, WITH RENEWED COMMITMENT

TO SUSTAINABLE DEVELOPMENT WE LOOK BACK ON

SOME OF OUR KEY MILESTONES.

Suzlon Energy Ltd., Annual Report 2014-15 19

 1995
• Suzlon is born

2001
• SE Blades Technology for
rotor blades evolves after
strategic partnership with
1996 Aerpac (Almelo, NL)
• First 0.27 MW turbine in
Dhank, Gujarat for IPCL

2002
• Commissioning of 1.25 MW
wind turbine for
1997
M/s. Velathal Spinning
• DNV (Det Norse Veritas)
Mills Ltd.
ISO 9001/2 certification

1998
• Commissioning first wind 2003
turbine in Satara, Maharashtra • First wind turbine
commissioned in the US

1999
• First foray into Tamil Nadu
2004
• CVC International &
ChrysCapital invested in
Suzlon, Vertical Integration
in Tower and Generators
2000
• Formation of Suzlon Green
Power Ltd.

20 Suzlon Energy Ltd., Annual Report 2014-15

2005
• Launch of a successful IPO
on the BSE & NSE, over
subscribed by 15.44 times
2011
• Pure Air Lovers Society
(P.A.L.S.) launched
in 86 cities
2006
• Takeover of Hansen,
a major industrial
gerarbox manufacturer

2012
2007 • Work begins on S111,
• Acquisition of REpower, an latest addition to
asset with strategic importance 2.1 MW fleet

2008
• Achieves Superbrand status 2013
• Crossed 20 GW in
global installations

2009
• Ranked 3rd globally
in BTM report
2014
• World’s first
120m hybrid tower
turbine installed in Kutch

2010
• First S88 Turbine generates
power in China

Suzlon Energy Ltd., Annual Report 2014-15 21

Our CSR Mission statement leads us in the right direction for strategizing and planning towards our goal of “Powering a
greener tomorrow“.

Corporate Social Responsibility at Suzlon means living corporate values, with a goal towards:
• Having minimal impact on the natural environment
• Enabling local communities to develop their potential
• Empowering employees to be responsible civil society members
• Committing ourselves to ethical business practices that are fair to all stakeholders
So that we can collectively contribute towards creating a better world for all.

Suzlon made a positive choice of engaging in a business that cares for the environment by reducing pollution from
electricity generation. As a responsible corporate, we implement many activities in a focused manner to enhance
natural resources through CSR.

Suzlon Foundation, a Section 25 non-profit company formed in 2007, leads Suzlon’s efforts in achieving environmental,
social and economic sustainability by enhancing natural, social, human, physical and financial resources around its wind
farms and factory areas. Going beyond plain philanthropy, we have incorporated sustainability into all CSR programs
implemented by the Suzlon Foundation.

22 Suzlon Energy Ltd., Annual Report 2014-15

Overall Outreach
In 2014-15 we reached out to 512 villages, worked with 1,23,271 families, supported 20,404 students from 299 schools,
vaccinated 1,60,311 animals to increase productivity, and installed 175 solar systems to create the first energy source
where there was none. The stakeholder contribution to our programs has been a staggering Rs44.05 lakh.

Preserving Natural Resources

Being in the renewable energy sector, preserving natural resources is the mainstay of our CSR programs.
During 2014-15, we involved 13,192 students and villagers to plant trees in schools and villages and to nurture them.
23,267 trees have been planted and awareness sessions on preserving the natural environment have been conducted.
Planting has been done along the roads and around 68 Wind Turbine Generators and seeds were broadcast on the hills.
Clean India Drives were conducted in all locations in the 7 states where we have wind farms. We also collected and
recycled 2,902 Kg of solid waste.

Enabling local communities

Social sustainability can be achieved only if we empower local communities and support local institutions. In the year
under report, we supported and strengthened 764 Community Based Organizations. The ultimate aim is to empower
the groups to the extent that they themselves are able to initiate small development activities in their village, and
collaborate with the government and other agencies on the bigger ones.

Empowering employees
An organization can only be as responsible as its employees. Thus, employee involvement forms a considerable part of
our CSR. Employees are encouraged to participate in socially and environmentally responsible programs. Overall, 1,766
employees participated in these activities, dedicating a total of 1,138 days to the cause.

Committing to ethical business practices

Responsible action needs to be followed in spirit, not just on paper. The grooming begins with CSR sessions in the
induction programs of new joinees. This session includes exercises on responsible practices. Apart from this,
in an effort to disseminate Suzlon’s Code of Conduct at all levels, an Integrity Workshop Training Module has been
evolved by the Suzlon Foundation. These sessions were conducted for 458 employees in 5 states.

We received the prestigious

CII-ITC Sustainability Award
Commendation for Significant
Achievement in Corporate
Social Responsibility for the
year 2014.

Suzlon Energy Ltd., Annual Report 2014-15 23

 Daman
Manufacturing
Facility

24 Suzlon Energy Ltd., Annual Report 2014-15

DIRECTORS' REPORT
Dear Shareholders,
The Directors present the Twentieth Annual Report of your Company together with the audited standalone and consolidated financial
statements for the financial year ended March 31, 2015.
1. FINANCIAL RESULTS
The audited standalone and consolidated financial results for the year ended March 31, 2015 are as under:

Particulars Standalone Consolidated

Rs in Crore USD in Million* Rs in Crore USD in Million*
2014-15 2013-14 2014-15 2013-14 2014-15 2013-14 2014-15 2013-14
Revenue from operations 2,261.49 3,036.36 361.84 506.78 19,836.68 20,211.58 3,173.87 3,373.38
Other operating income 8.81 28.36 1.41 4.73 117.76 191.28 18.84 31.93
Earnings before interest, tax, (380.98) (395.91) (60.96) (66.08) 315.74 (141.09) 50.52 (23.55)
depreciation and amortization
(EBITDA)
Less: Depreciation and 157.81 174.00 25.25 29.04 808.77 776.88 129.40 129.66
amortization expense
Earnings before interest and (538.79) (569.91) (86.21) (95.12) (493.03) (917.97) (78.88) (153.21)
tax (EBIT)
Add: Finance income 333.69 227.95 53.39 38.05 53.30 71.48 8.53 11.93
Less: Finance costs 1,219.39 1,221.19 195.10 203.82 2,064.69 2,069.96 330.35 345.48
Loss before tax before (1,424.49) (1,563.15) (227.92) (260.89) (2,504.42) (2,916.45) (400.70) (486.76)
exceptional items
Less: Exceptional items 4,607.85 (638.35) 737.25 (106.54) 6,311.66 487.30 1,009.87 81.33
Loss before tax (6,032.34) (924.80) (965.17) (154.35) (8,816.08) (3,403.75) (1,410.57) (568.09)
Less: Current tax – (0.33) – (0.06) 289.81 55.15 46.37 9.20
(Net of earlier years tax and
MAT credit entitlement)
Less: Deferred tax – – – – 27.47 89.28 4.40 14.90
Loss after tax (6,032.34) (924.47) (965.17) (154.29) (9,133.36) (3,548.18) (1,461.34) (592.19)
Add / (Less): Share of loss / N.A N.A N.A N.A (24.33) 28.21 (3.89) 4.71
(profit) of minority
Net loss for the year (6,032.34) (924.47) (965.17) (154.29) (9,157.69) (3,519.97) (1,465.23) (587.48)
Add: Balance brought forward (4,028.31) (3,103.84) (644.53) (518.04) (9,306.93) (5,786.96) (1,489.11) (965.86)
Surplus / (deficit) carried to (10,060.65) (4,028.31) (1,609.70) (672.33) (18,464.62) (9,306.93) (2,954.34) (1,553.34)
balance sheet
*1 US$ = Rs 62.5000 as on March 31, 2015 (1 US$ = Rs 59.9150 as on March 31, 2014)

2. COMPANY’S PERFORMANCE
On a standalone basis, the Company achieved revenue from operations of Rs 2,261.49 Crore and EBIT of Rs (538.79) Crore as
against Rs 3,036.36 Crore and Rs (569.91) Crore respectively in the previous year. Net loss for the year is Rs 6,032.34 Crore as
compared to net loss of Rs 924.47 Crore in the previous year. The increase in loss during the year compared to previous year is
primarily due to provisions for diminution in investments of subsidiaries.
On consolidated basis, the Group achieved revenue from operations of Rs 19,836.68 Crore and EBIT of Rs (493.03) Crore as against
Rs 20,211.58 Crore and Rs (917.97) Crore respectively in the previous year. Net loss for the year is Rs 9,157.69 Crore as compared to
loss of Rs 3,519.97 Crore in the previous year. The increase in loss during the year compared to previous year is primarily due to
provision towards impairment in value of goodwill.
3. APPROPRIATIONS
a) Transfer to reserves
During the financial year under review, the Company was not required to transfer any amount to any reserves.
b) Dividend
In view of losses incurred by the Company, the Board of Directors express its inability to recommend any dividend on equity
shares for the year under review.

Suzlon Energy Limited, Annual Report 2014-15 25

4. MATERIAL DEVELOPMENTS OCCURRED AFTER THE BALANCE SHEET DATE

Sale of Senvion SE, a step down wholly owned subsidiary - During the year under review, a binding agreement was signed with
Centerbridge Partners LP, USA on January 22, 2015 to sell 100% stake in Senvion SE, a step down wholly owned subsidiary of the
Company. The deal was valued at Euro one Billion equity value in an all cash transaction and future earn out of up to an additional
Euro 50 Million, the closing of which was subject to regulatory, financing and other customary closing conditions.

On April 29, 2015, the sale transaction got concluded. The sale of Senvion SE is aligned with the group’s strategy to reduce the debt
and focus on the home market and high growth market like USA and emerging markets like China, Brazil, South Africa, Turkey and
Mexico. As a part of the deal, Senvion will give Suzlon license for off-shore technologies for the Indian market and Suzlon will give
Senvion the S111-2.1 MW license for the USA market.

Equity Investment by Dilip Shanghvi Family and Associates - During the year under review, the Company signed definitive
agreements with Dilip Shanghvi Family and Associates (the “Investor Group”) on February 13, 2015 for equity investments of Rs
1,800 Crore in Suzlon Energy Limited. Post March 31, 2015, the Company, on May 15, 2015, allotted 1,000,000,000 equity shares of
Rs 2/- each of the Company at an issue price of Rs 18/- per equity share on preferential basis under Chapter VII of the Securities
and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009 (“ICDR Regulations”) to the Investor
Group in terms of the approval granted by the shareholders of the Company by way of postal ballot conducted vide postal ballot
notice dated February 13, 2015, the results of which were declared on March 19, 2015 and approval of the Competition
Commission of India dated May 1, 2015. Post allotment, the shareholding (based on paid-up capital as on date of this Report) of
Investor Group in the Company is 20.72%, while the shareholding of existing Promoters is 21.82%.

The Investor Group has also agreed to set-up a joint venture with the Company for setting-up of independent power projects in the
renewable sector. The Investor Group will also assist in providing incremental project specific working capital facility to the
Company for execution of the said projects. In addition to the above, the Company will also be availing working capital facilities
through credit enhancement provided by one or more of the entities owned by one or more of the Investor Group.

Decision to enter into new ventures - Post March 31, 2015, the Board of Directors of the Company at its meeting held on May 29,
2015, decided to embark further in the renewable sector by venturing into the solar space.

5. CAPITAL

a) Increase in paid-up share capital - During the year under review, the Company has allotted following Securities:

Date of No. of Securities Remarks

allotment
April 25, 69,170,785 equity Preferential allotment to CDR Lenders in consideration for conversion of funded
2014 shares of Rs 2/- each interest term loan accrued for a period from January 1, 2014 till March 31, 2014 under
CDR package in terms of the ICDR Regulations
April 25, 67,870,655 equity Preferential allotment to certain persons / entities in terms of ICDR Regulations
2014 shares of Rs 2/- each
April 25, 42,938,931 equity Preferential allotment to promoters in consideration for conversion of unsecured loan
2014 shares of Rs 2/- each of Rs 45 Crore in terms of ICDR Regulations
May 16, 47 compulsorily Preferential allotment to promoters in consideration for conversion of promoter
2014 convertible debentures contribution of Rs 47 Crore under CDR package in terms of ICDR Regulations
of Rs 10,000,000/-
each
May 16, 34,840,583 equity Allotment to promoters pursuant to conversion notice received for conversion of 47
2014 shares of Rs 2/- each compulsorily convertible debentures issued on preferential basis in terms of ICDR
Regulations
May 16, 10,095,000 equity Allotment to the eligible employees of the Company and its subsidiary companies
2014 shares of Rs 2/- each under the Employee Stock Purchase Scheme 2014 formulated in terms of the Securities
and Exchange Board of India (Employee Stock Option Scheme and Employee Stock
Purchase Scheme) Guidelines, 1999, as amended
July 22, 71,632,902 equity Preferential allotment to CDR Lenders in consideration for conversion of funded
2014 shares of Rs 2/- each interest term loan accrued for a period from April 1, 2014 till June 30, 2014 under CDR
package in terms of ICDR Regulations
September 270,385,303 equity Allotment pursuant to conversion of 69,409 USD 546,916,000 Step-up Convertible Bonds
9, 2014 shares of Rs 2/- each due 2019
October 12,115,117 equity Allotment pursuant to conversion of 3,110 USD 546,916,000 Step-up Convertible Bonds
17, 2014 shares of Rs 2/- each due 2019
October 3,437,493 equity Preferential allotment to ICICI Bank Limited in consideration for ICICI's sacrifice under
17, 2014 shares of Rs 2/- each CDR Package in terms of ICDR Regulations
November 29,800,856 equity Allotment pursuant to conversion of 7,650 USD 546,916,000 Step-up Convertible Bonds
18, 2014 shares of Rs 2/- each due 2019
November 71,150,361 equity Preferential allotment to CDR Lenders in consideration for conversion of funded
18, 2014 shares of Rs 2/- each interest term loan accrued for a period from July 1, 2014 till September 30, 2014 under
CDR package in terms of ICDR Regulations

26 Suzlon Energy Limited, Annual Report 2014-15

 Date of No. of Remarks
allotment Securities
December 43,474,189 equity Allotment pursuant to conversion of 11,160 USD 546,916,000 Step-up Convertible
15, 2014 shares of Rs 2/- each Bonds due 2019
January 52,126,176 equity Allotment pursuant to conversion of 13,381 USD 546,916,000 Step-up Convertible
13, 2015 shares of Rs 2/- each Bonds due 2019
February 135,954,229 equity Allotment pursuant to conversion of 34,900 USD 546,916,000 Step-up Convertible
5, 2015 shares of Rs 2/- each Bonds due 2019
February 135,775,037 equity Allotment pursuant to conversion of 34,854 USD 546,916,000 Step-up Convertible
20, 2015 shares of Rs 2/- each Bonds due 2019
March 25, 168,801,397 equity Allotment pursuant to conversion of 43,332 USD 546,916,000 Step-up Convertible
2015 shares of Rs 2/- each Bonds due 2019

Post March 31, 2015, the Company has allotted following securities:
Date of No. of Securities Remarks
allotment
April 18, 105,249,608 equity Allotment pursuant to conversion of 27,018 USD 546,916,000 Step-up Convertible Bonds
2015 shares of Rs 2/- each due 2019
May 15, 10,704,934 equity Allotment pursuant to conversion of 2,748 USD 546,916,000 Step-up Convertible Bonds
2015 shares of Rs 2/- each due 2019
May 15, 1,000,000,000 equity Preferential allotment to the Investor Group being Dilip Shanghvi Family and Associates in
2015 shares of Rs 2/- each terms of ICDR Regulations
June 25, 2,088,007 equity shares Allotment pursuant to conversion of 536 USD 546,916,000 Step-up Convertible Bonds
2015 of Rs 2/- each due 2019

Accordingly, the paid-up share capital of the Company as on the date of this Report is Rs 965.15 Crore divided into
4,825,757,744 equity shares of Rs 2/- each.

b) Global Depository Receipts (GDRs) – The outstanding GDRs as on March 31, 2015 are 2,114,631 representing 8,458,524
equity shares of Rs 2/- each. Each GDR represents four underlying equity shares in the Company.

c) Foreign Currency Convertible Bonds (“FCCBs”) – The Company had following outstanding convertible securities as on April
1, 2014:

Tranche Outstanding Amount (USD)

USD 200,000,000 Zero Coupon Convertible Bonds Due 2012 (0% October 2012 Bonds) 121,368,000
USD 20,796,000 7.5% Convertible Bonds Due October 2012 (7.5% New October 2012 Bonds) 20,796,000
USD 90,000,000 Zero Coupon Convertible Bonds Due 2014 (0% July 2014 Bonds) 90,000,000
USD 175,000,000 5% Convertible Bonds Due 2016 (5% April 2016 Bonds) 175,000,000
The 0% October 2012 Bonds, 7.5% New October 2012 Bonds, 0% July 2014 Bonds and 5% April 2016 Bonds are collectively
referred to as “the Existing Bonds”.

During the year under review, in terms of the approval of the Board of Directors of the Company for cashless restructuring of
the Existing Bonds, the Company had issued separate notices each dated May 6, 2014 convening meetings of the holders of
the 0% October 2012 Bonds, 7.5% New October 2012 Bonds, 0% July 2014 Bonds and 5% April 2016 Bonds to consider the
restructuring of the Existing Bonds. In furtherance to the same, the Company had issued a consent solicitation
memorandum and an information memorandum each dated June 17, 2014, providing further information in relation to the
commercial terms of the proposed restructuring of the Existing Bonds, including the terms and conditions of the new
foreign currency convertible bonds. The meetings of the holders of the respective series of the Existing Bonds were held on
July 9, 2014 and the proposed restructuring of the Existing Bonds, including the terms and conditions of the new foreign
currency convertible bonds (the “Restructured Bonds”), have been approved by the holders of the Existing Bonds in their
respective meetings.

Pursuant to the approvals received from the holders of the Existing Bonds as also approval of the Corporate Debt
Restructuring Empowered Group for the restructuring proposal and Reserve Bank of India, the Securities Issue Committee
of the Board of Directors of the Company has, on July 15, 2014, approved the allotment of Restructured Bonds amounting to
USD 546,916,000 to the holders of the Existing Bonds on satisfaction of certain conditions precedents in accordance with
the terms of the consent solicitation and applicable laws and regulations. Pursuant to the consent solicitation in relation to
the Existing Bonds, the Restructured Bonds will mature on July 16, 2019 and the 0% October 2012 Bonds, the 7.5% New
October 2012 Bonds and 0% July 2014 Bonds have ceased to exist in full. In respect of the USD 175,000,000 5% April 2016
Bonds, USD 146,200,000 of the principal amount of the 5% April 2016 Bonds have also been substituted by the Restructured
Bonds and USD 28,800,000 of the principal amount of the 5% April 2016 Bonds remain outstanding.

During the year under review, 848,432,304 equity shares of Rs 2/- each have been allotted to the Bondholders pursuant to
conversion of 217,796 USD 546,916,000 Step-up Convertible Bonds due 2019. The details of outstanding convertible
securities as on March 31, 2015 are as under:

Suzlon Energy Limited, Annual Report 2014-15 27

 Series Outstanding Outstanding Exchange Convertible on Conversion
Amount (USD) as Amount (USD) as Rate or before Price
on July 15, 2014 on March 31, 2015

USD 546,916,000 Step-up 546,916,000 329,120,000 60.225 July 9, 2019 15.46

Convertible Bonds
due 2019
(Restructured Bonds)
USD 175,000,000 28,800,000 28,800,000 44.5875 April 6, 2016 54.01
5% Convertible Bonds
due 2016
(5% April 2016 Bonds)

Post March 31, 2015 and till the date of this report, certain Bondholders forming part of the Restructured Bonds have elected to
convert their respective bonds aggregating to 30,302 bonds worth USD 30,302,000 into 118,042,549 equity shares of the Company
and accordingly the details of outstanding convertible securities as on date of this Report are as under:

Series Outstanding Exchange Convertible on Conversion

Amount (USD) Rate or before Price
as on date of
this report
USD 546,916,000 Step-up Convertible 298,818,000 60.225 July 9, 2019 15.46
Bonds due 2019 (Restructured Bonds)
USD 175,000,000 5% Convertible 28,800,000 44.5875 April 6, 2016 54.01
Bonds Due 2016 (5% April 2016 Bonds)

6. EXTRACT OF THE ANNUAL RETURN

The extract of the annual return in Form MGT-9 in terms of Section 92(3) of the Companies Act, 2013 for the financial year under
review has been provided in an Annexure which forms part of the Directors’ Report.
7. NUMBER OF BOARD MEETINGS HELD
The details pertaining to number of Board Meetings held during the financial 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 affairs of the Company at the end of the financial
year and of the loss of the Company for that period;
c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with
the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting
fraud and other irregularities;
d) the directors had prepared the annual accounts on a going concern basis;
e) the directors, in the case of a listed company, had laid down internal financial controls to be followed by the Company and
that such internal financial controls are adequate and were operating effectively; and
f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such
systems were adequate and operating effectively.
9. A STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS
In terms of Section 149(7) of the Companies Act, 2013, Mr. Vaidhyanathan Raghuraman, Mr. Marc Desaedeleer, Mr. Ravi Uppal and
Mr. Venkataraman Subramanian, 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 clause 49(II)(B)(1) of the listing
agreement and there has been no change in the circumstances which may affect their status as Independent Directors.
10. COMPANY’S POLICY ON DIRECTOR’S APPOINTMENT AND REMUNERATION
In accordance with Section 178 of the Companies Act, 2013 and clause 49 of the listing agreement, the nomination and
remuneration committee of the Board of Directors has approved the ‘Board Diversity and Remuneration Policy which is available
on the Company's website (www.suzlon.com). The details of remuneration paid to Executive and Non-Executive Directors have
been provided in the Corporate Governance Report forming part of this Annual Report.
11. AUDITORS AND AUDITORS’ OBSERVATIONS
a) Statutory Auditors - M/s. SNK & Co., Chartered Accountants (Firm Registration No.109176W) and M/s. S.R.Batliboi & Co.
LLP, Chartered Accountants (Firm Registration No.301003E) were appointed as the Joint Statutory Auditors of the Company
to hold office from the conclusion of the Nineteenth Annual General Meeting till the conclusion of the Twenty Second
Annual General Meeting of the Company, i.e. for a period of three years (subject to ratification of their appointment at every
annual general meeting). The Board of Directors recommend ratification of appointment of M/s. SNK & Co., Chartered
Accountants and M/s. S.R.Batliboi & Co. LLP, Chartered Accountants, to hold office from the conclusion of this Annual
General Meeting till the conclusion of the Twenty First Annual General Meeting of the Company.

28 Suzlon Energy Limited, Annual Report 2014-15

 Statutory Auditors’ Observations in Audit Report and Directors’ explanation thereto –
i) In respect of Note 5 of the standalone financial statements and consolidated financial statements regarding amount
payable towards recompense in lieu of sacrifice
The recompense amount payable in lieu of sacrifice is contingent on various factors including improved performance
of Borrowers and many other conditions, the outcome of which currently is materially uncertain. The recompense
amount due to the date of this balance sheet is not ascertainable.
b) Secretarial Auditor – Pursuant to the provisions of Section 204 of the Companies Act, 2013 and Rules made thereunder, Mr.
Dinesh Joshi, Partner, Kanj & Associates, Company Secretaries, Pune (Membership No.F3752 and C.P.No.2246) has been
appointed as a Secretarial Auditor to conduct the Secretarial Audit for the financial year 2014-15. A Secretarial Audit Report
in Form MR-3 given by M/s. Kanj & Associates, Company Secretaries, Pune has been provided in an Annexure which forms
part of the Directors Report.
Secretarial Auditors’ Observations in Secretarial Audit Report and Directors’ explanation thereto -
i) In respect of Point pertaining to requisite number of Independent Directors as required under the Clause 49 of the
Listing Agreement:
The Board of Directors of the Company comprises of ten Directors. Of the said ten Directors, three Directors are
Promoter-Directors, of which only one is an Executive Director and rest two are Non-executive Directors. As regard
the balance, seven directors are non-promoter / non-executive and unrelated directors with three being the
nominee directors of various lenders in terms of the CDR arrangements and four are Independent Directors, i.e.
more than 2/3rd are non-promoter / non-executive and unrelated directors, and more of the nature of independent
directors only.
In terms of Clause 49(II)(A)(2) of the listing agreement, at least half of the Company’s Board shall consist of
Independent Directors, which the Company was complying with till September 30, 2014. However, due to change in
the definition of “independent director” by excluding the “nominee director” outside the purview of the definition
of the “independent director”, with effect from October 1, 2014, the composition of the Board of the Company
required change in terms of the revised Clause 49 of the Listing Agreement. The Nominee Directors fulfil all other
criteria of independence as specified in Clause 49(II)(B)(1) of the listing agreement and they are more of the nature of
independent directors only. Accordingly, in spirit the Company does comply with the requirements of the Board
composition, with more than 2/3rd directors, being non-promoter / non-executive and unrelated directors.
Irrespective of above, the Company has been making its best endeavour to find appropriate persons as independent
directors on its Board since quite some time, however without much success, and would still continue its efforts to
comply with the requirements of Clause 49(II)(A)(2) of the Listing Agreement.
ii) In respect of Point pertaining to compliance with Clause 49(III)(B) of the Listing Agreement in relation to Audit
Committee meeting held on October 31, 2014:
The change in definition of “independent director” by excluding the “nominee director” outside the purview of the
definition of the “independent director”, became effect from October 1, 2014 and thus to meet the requirements of
the Listing Agreement regarding composition of the Audit Committee was immediately taken up in the first board
meeting held after October 1, 2014, i.e. on October 31, 2014. Since the Board Meeting, wherein the agenda for
reconstitution of the Audit Committee was considered, was held after the meeting of the Audit Committee on
October 31, 2014, the meeting of Audit Committee continued to have the same earlier composition. It is hereby
clarified that it is merely the fact the quorum with majority independent directors was not there, but the quorum per
se was there with three members attending, of which the Chairman being the independent director, and other two
being non-executive directors including one nominee director.
c) Cost Auditors – 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 Audit Committee, the Company has appointed M/s. N. I. Mehta & Co., Cost
Accountants, Mumbai (Registration No.000023) as a Cost Auditor for conducting audit of cost accounting records of the
Company for the financial year 2015-16 at a remuneration of Rs 0.03 Crore, which shall be subject to ratification by the
shareholders at the Twentieth Annual General Meeting. The due date of filing the cost audit report for the financial year
2015-16 is within a period of one hundred eighty days from the end of the financial year, i.e. March 31, 2016. The Company
was not required to get its cost accounting records audited from a Cost Auditor for the financial year 2014-15.
d) Internal Auditor – In terms of Section 138 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, the
Company has appointed Mr. Sandip Shah, Chartered Accountant (Membership no.106157) as the Internal Auditor of the
Company.
12. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS
The particulars of loans, guarantees and investments in terms Section 186 of the Companies Act, 2013 for the financial year under
review have been provided in the Notes to the Financial Statement 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 financial year
under review as required to be given in Form AOC-2, have been provided in an Annexure which forms part of the Directors’ Report.
14. THE CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO, IN SUCH MANNER
AS MAY BE PRESCRIBED
The particulars of conservation of energy, technology absorption, foreign exchange earnings and outgo for the financial year under
review as required to be given under Section 134(3)(m) of the Companies Act, 2013 and the Rules made thereunder, has been
provided in an Annexure which forms part of the Directors’ Report.

Suzlon Energy Limited, Annual Report 2014-15 29

15. RISK MANAGEMENT
In terms of revised Clause 49 of the Listing Agreement, 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 Company’s website (www.suzlon.com). The Company’s risk management
and mitigation strategy has been discussed in the Management Discussion and Analysis Report forming part of this Annual Report.
16. CORPORATE SOCIAL RESPONSIBILITY (CSR)
The Company has constituted the 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 Company’s website (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 BOARD’S PERFORMANCE
The information pertaining to Annual Evaluation of Board’s performance as required to be stated in terms of Section 134(3)(p) of
the Companies Act, 2013 read with Rule 8(4) of the Companies (Accounts) Rules, 2014 have been provided in the Corporate
Governance Report forming part of this Annual Report.
18. DIRECTORS / KEY MANAGERIAL PERSONNEL APPOINTED / RESIGNED DURING THE YEAR
Appointment of Independent Directors – The Company has, at its Nineteenth Annual General Meeting held on September 25,
2014, appointed Mr. V.Raghuraman, Mr. Marc Desaedeleer and Mr. Ravi Uppal as Independent Directors for a term of five years
with effect from September 25, 2014 to September 24, 2019. Further, Mr. Venkataraman Subramanian has been appointed as an
Additional Director in the capacity of an Independent Director on the Board of the Company for a term of five years with effect from
September 25, 2014 to hold office up to the Twentieth Annual General Meeting of the Company and then till September 24, 2019
subject to regularisation of such appointment by the shareholders of the Company. The Nomination and Remuneration Committee
and the Board has recommended appointment of Mr. V.Subramanian (DIN: 00357727) as an independent director of the Company
to hold office for a term of five years with effect from September 25, 2014 till September 24, 2019, in terms of Section 149 of the
Companies Act, 2013 read with the Rules made thereunder (including any statutory modification(s) or re-enactment thereof for
the time being in force). In the opinion of the Board, Mr. V.Subramanian fulfils the conditions specified in the Companies Act, 2013
and Rules made thereunder for appointment as Independent Director and is independent of the management of the Company. The
Company is in receipt of a notice in writing pursuant to Section 160 of the Companies Act, 2013 proposing the candidature of
Mr. V.Subramanian as an Independent Director of the Company.
Re-appointment of directors retiring by rotation – Mr. Rajiv Ranjan Jha (DIN: 03523954) and Mr. Vinod R.Tanti (DIN: 00002266), the
non-executive directors retire by rotation at the ensuing Annual General Meeting and being eligible offer themselves for re-
appointment.
Re-appointment of Managing Director – Mr. Tulsi R.Tanti, the Chairman and Managing Director of the Company has been re-
appointed as the Managing Director of the Company with effect from April 1, 2014 for a period of three years, i.e. up to March 31,
2017 in terms of recommendations of the Nomination and Remuneration Committee and the Board at their respective meetings
held on February 14, 2014 and approval granted by the shareholders of the Company at the extra ordinary general meeting held by
way of postal ballot, the result of which have been declared on March 27, 2014 on a salary of Rs 3 Crore per annum subject to
approval of Central Government. In terms of approval of Central Government dated October 28, 2014, Mr. Tulsi R. Tanti is entitled to
a remuneration of Rs 1.71 Crore per annum for the period between April 1, 2014 and March 31, 2017 and the details of which have
been provided in the Corporate Governance Report forming part of this Annual Report.
Appointment of new directors – During the year under review, the State Bank of India has substituted its Nominee Director on the
Board of the Company by withdrawing nomination of Mrs Bharati Rao (DIN: 01892516) and instead nominating Mrs. Pratima Ram (DIN:
03518633) as the Nominee Director of State Bank of India on the Board of the Company. Accordingly, Mrs. Pratima Ram has been
appointed as a Nominee Director with effect from March 27, 2015 to hold office till the conclusion of ensuing Annual General Meeting
and being eligible offers herself for appointment as Director of the Company. The Nomination and Remuneration Committee has
recommended the appointment of Mrs. Pratima Ram as the Director designated as the “Non Executive Director” who being a nominee
of State Bank of India shall not be liable to retire by rotation. The Company is in receipt of a notice in writing pursuant to Section 160 of
the Companies Act, 2013 proposing the candidature of Mrs. Pratima Ram for the office of the Director of the Company.
Cessation of directors – As stated above, Mrs. Bharati Rao ceased to be the Nominee Director of the Company with effect from
March 27, 2015. The Board expresses its appreciation for the valuable services rendered and matured advice provided by Mrs.
Bharati Rao during her association with the Company.
Changes in Key Managerial Personnel - Mr. Amit Agarwal, Chief Financial Officer has tendered his resignation with effect from
August 1, 2015 and Mr. Kirti J. Vagadia (ICAI Membership No. 042833) has been appointed as Group Chief Financial Officer with
effect from August 1, 2015.
Profile of Directors seeking appointment / re-appointment – Profile of the directors seeking appointment / re-appointment as
required to be given in terms of Clause 49(VIII)(E)(1) of the Listing Agreement forms part of the Notice convening the ensuing
Annual General Meeting of the Company.
19. SUBSIDIARIES
As on March 31, 2015, the Company has seventy nine subsidiaries and one Joint venture, a list of which is given in the notes to the
financial statement.
a) Companies which became subsidiaries during the year under review

Sr. No. Name of the entity Country

1. Senvion Netherlands B.V. The Netherlands
2. Senvion Turkey Rüzgar Türbinleri Limited Şirketi Turkey
3. Ventinveste Indústria, SGPS, SA, Portugal
4. Senvion Energy PLC United Kingdom

30 Suzlon Energy Limited, Annual Report 2014-15

 b) Change of name of subsidiaries during the year under review
Sr. No. Previous name of the entity New name of the entity
1. RECA Holdings Pty Ltd Senvion Holdings Pty Ltd.
2. REpower Betriebs – und Beteiligungs GmbH Senvion Betriebs- und Beteiligungs GmbH
3. REpower Investitions - und Projektierungs Senvion Investitions - und Projektierungs GmbH & Co. KG
GmbH & Co. KG
4. REpower Systems India Limited Senvion India Limited
5. REpower Wind Systems Trading Inc. Senvion (Beijing) Trading Co. Ltd.
6. REpower Windpark Betriebs GmbH Senvion Windpark Betriebs GmbH
c) Companies which ceased to be subsidiaries during the year under review
Sr. No. Name of the entity Country Remarks
1. Big Sky Wind LLC USA Sold during the year 2014-15
2. REpower Systems Northern Europe A/S Denmark Liquidated during the year 2014-15
3. Suzlon Energy Chile Limitada Chile Liquidated during the year 2014-15
4. Suzlon North Asia Ltd Hongkong Liquidated during the year 2014-15
Further as stated above, pursuant to 100% stake sale of Senvion SE, a step down wholly owned subsidiary of the Company to
Centerbridge Partners, Senvion SE and its subsidiaries mentioned below ceased to be subsidiaries of the Company:
Sr. No. Name of the entity Country
1. PowerBlades GmbH Germany
2. PowerBlades Industries Inc. Canada
3. PowerBlades SA Portugal
4. Senvion Holdings Pty Ltd. (formerly RECA Holdings Pty Ltd) Australia
5. Senvion Betriebs- und Beteiligungs GmbH (formerly REpower Betriebs – und Beteiligungs GmbH) Germany
6. Senvion Investitions- und Projektierungs GmbH & Co. KG Germany
(formerly REpower Investitions - und Projektierungs GmbH & Co. KG)
7. REpower North China Ltd. China
8. Senvion India Limited (formerly REpower Systems India Limited) India
9. Senvion (Beijing) Trading Co. Ltd. (formerly REpower Wind Systems Trading Inc.) China
10. Senvion Windpark Betriebs GmbH (formerly REpower Windpark Betriebs GmbH) Germany
11. RETC Renewable Energy Technology Centre Germany
12. RiaBlades S.A. Portugal
13. Senvion Australia Pty Ltd. Australia
14. Senvion Austria GmbH Austria
15. Senvion Benelux b.v.b.a. Belgium
16. Senvion Canada Inc. Canada
17. Senvion Deutschland GmbH Germany
18. Senvion Energy PLC United Kingdom
19. Senvion France S.A.S. France
20. Senvion Italia s.r.l Italy
21. Senvion Netherlands B.V. The Netherlands
22. Senvion Portugal S.A. Portugal
23. Senvion Romania SRL Romania
24. Senvion SE Germany
25. Senvion Polska Sp.z o.o Poland
26. Senvion Scandinavia AB Sweden
27. Senvion Turkey Rüzgar Türbinleri Limited Şirketi Turkey
28. Senvion UK Ltd. United Kingdom
29. Senvion USA Corp USA
30. Ventipower S.A Portugal
31. Ventinveste Indústria, SGPS, S.A. Portugal
32. WEL Windenergie Logistik GmbH Germany
33. Windpark Blockland GmbH & Co KG Germany
34. Yorke Peninsula Wind Farm Project Pty Ltd Australia

d) Consolidated Financial Statement

The consolidated financial statement as required in terms of Section 129(3) of the Companies Act, 2013 and Clause 32 of the
Listing Agreement have been provided along with standalone financial statement. Further a statement containing salient
features of the financial statement of the subsidiaries / associate companies / joint ventures in Form 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 Company’s website (www.suzlon.com).
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 Company’s operations in
future have been passed by any Regulators or Courts or Tribunals.
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.

Suzlon Energy Limited, Annual Report 2014-15 31

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 directors of the Company to report genuine concerns
which is available on the Company’s website (www.suzlon.com).
23. PARTICULARS OF EMPLOYEES
a) 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 employees drawing remuneration exceeding the limits specified in Rule 5(2) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 has been provided in an Annexure
which forms part of the Directors’ Report.
b) Disclosures pertaining to remuneration of directors as required under Schedule V to the Companies Act, 2013
Details pertaining to remuneration of 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.
c) Payment of commission from subsidiaries - The Managing Director has not received any commission / remuneration from
any of the subsidiaries of the Company during the year under review.
d) 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.
e) Employees Stock Option Plans / Employee Stock Purchase Scheme
The Company has introduced few Employee Stock Option Plans (“ESOPs”) / Employee Stock Purchase Scheme (“ESPS”) for its
employees and employees of its subsidiaries (ESOPs and ESPS are collectively referred to as the “Schemes”). The information
pertaining to these Schemes as required under Rule 12(9) of the Companies (Share Capital and Debentures) Rules, 2014 and the
Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 / the Securities and Exchange Board
of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 have been provided in an
Annexure which forms part of the Directors’ Report. All the Schemes formulated by the Company are in compliance with the
applicable regulations. During the year under review, there was no material change in any of the Schemes. The details of the
Schemes are available on the Company's website (www.suzlon.com).
24. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
As required under Clause 49(VIII)(D), the Management Discussion and Analysis Report on the operations and financial position of
the Company has been provided in a separate section which forms part of this Annual Report.
25. CORPORATE GOVERNANCE
As required under Clause 49(X) of the Listing Agreement entered into by the Company with the stock exchanges, a detailed report 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 except Clause 49(II)(A)(2). The Company is in the process of
reconstituting the Board in order to comply with Clause 49(II)(A)(2) pertaining to independent directors. The auditors’ certificate on
compliance with corporate governance requirements by the Company is attached to the Corporate Governance Report.
26. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF):
During the year under review, the Company has transferred the unpaid or unclaimed interim dividend for the financial year 2006-07
aggregating to Rs 0.06 Crore to the Investor Education and Protection Fund (IEPF) set up by the Government of India. Further the unpaid
or unclaimed final dividend for the financial year 2007-08 aggregating to Rs 0.10 Crore, if not claimed, then will be transferred to IEPF
before due date.
27. OTHER DISCLOSURES
a) Deposits - During the year under review, the Company did not accept any deposits falling within the purview of Section 73 of
the Companies Act, 2013.
b) Equity shares with differential voting rights - During the year under review, the Company has not issued equity shares with
differential voting rights as to dividend, voting or otherwise.
c) Sweat equity shares - During the year under review, the Company has not issued any sweat equity shares.
d) Revision of financial statements and directors report - The Company was not required to revise its financial statements or
directors’ report during the year under review.
28. ACKNOWLEDGEMENT:
The Directors wish to place on record their appreciation for the co-operation and support received from the government and semi-
government agencies, especially from the Ministry of New and Renewable Energy (MNRE), Government of India, all state level
nodal agencies and all state electricity boards.
The Directors are thankful to all the Bankers, Financial Institutions and the Investor Group for their support to the Company. The
Board places on record its appreciation for continued support provided by the esteemed customers, suppliers, bankers, financial
institutions, consultants, bondholders and shareholders.
The Directors also acknowledge the hard work, dedication and commitment of the employees. Their enthusiasm and unstinting
efforts have enabled the Company to emerge stronger than ever, enabling it to maintain its position as one of the leading players in
the wind industry, in India and around the world.
For and on behalf of the Board of Directors
Place : Mumbai Tulsi R.Tanti
Date : July 31, 2015 Chairman & Managing Director
DIN.: 00002283
32 Suzlon Energy Limited, Annual Report 2014-15
 Annexure to Directors' report

FORM NO. MGT 9 - EXTRACT OF ANNUAL RETURN

As on financial year ended on March 31, 2015
[Pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Company (Management & Administration) Rules, 2014]

I. REGISTRATION & OTHER DETAILS:

1. CIN L40100GJ1995PLC025447
2. Registration Date April 10, 1995
3. Name of the Company SUZLON ENERGY LIMITED
4. Category/Sub-category of the Company Company limited by shares
5. Address of the Registered office & contact details “Suzlon”, 5, Shrimali Society, Near Shri Krishna Complex,
Navrangpura, Ahmedabad-380009, Gujarat, India;
Tel.: +91.79.66045000; Fax: +91.79.26565540;
Email: investors@suzlon.com; Website: www.suzlon.com.
6. Whether listed company (Yes / No) Yes, National Stock Exchange of India Limited and BSE Limited
7. Name, Address & contact details of the Karvy Computershare Private Limited,
Registrar & Transfer Agent, if any. Unit: Suzlon Energy Limited, Karvy Selenium,
Tower B, Plot 31 & 32, Gachibowli, Financial District,
Nanakramguda, Hyderabad-500032

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

(All the business activities contributing 10 % or more of the total turnover of the company shall be stated)

Sr. Name and Description of main NIC Code of the % to total turnover
No. products / services Product / Service of the company
1. Sale of Wind Turbine Generators and related components of 27101 ~93
various capacities

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES

Sr. Name and Address of the Company CIN/GLN Holding / % of shares Applicable
No. Subsidiary held as on Section
/Associate March 31,
2015#
1. AE-Rotor Holding B.V., The Netherlands N.A. Subsidiary 100 2(87)(ii)
2. Avind Desenvolvimento De Projetos De Energia Ltda, Brazil N.A. Subsidiary 100 2(87)(ii)
3. Parque Eolico El Almendro S.L., Spain N.A. Subsidiary 100 2(87)(ii)
4. PowerBlades GmbH, Germany* N.A. Subsidiary 100 2(87)(ii)
5. PowerBlades Industries Inc., Canada* N.A. Subsidiary 100 2(87)(ii)
6. PowerBlades SA, Portugal* N.A. Subsidiary 100 2(87)(ii)
7. Senvion Holdings Pty Ltd. (formerly RECA Holdings Pty Ltd), N.A. Subsidiary 100 2(87)(ii)
Australia*
8. Senvion Betriebs- und Beteiligungs GmbH (formerly REpower N.A. Subsidiary 100 2(87)(ii)
Betriebs – und Beteiligungs GmbH), Germany*
9. Senvion Investitions- und Projektierungs GmbH & Co. KG N.A. Subsidiary 100 2(87)(ii)
(formerly REpower Investitions - und Projektierungs GmbH & Co.
KG), Germany*
10. REpower North China Ltd., China* N.A. Subsidiary 53.87 2(87)(ii)
11. Senvion India Ltd (formerly REpower Systems India Limited) : One U29299PN2005PLC021209 Subsidiary 100 2(87)(ii)
Earth, Hadapsar, Pune-411028, India*
12. Senvion (Beijing) Trading Co. Ltd. (formerly REpower Wind N.A. Subsidiary 100 2(87)(ii)
Systems Trading Inc.), China*
13. Senvion Windpark Betriebs GmbH (formerly REpower Windpark N.A. Subsidiary 100 2(87)(ii)
Betriebs GmbH), Germany*
14. RETC Renewable Energy Technology Center GmbH, Germany* N.A. Subsidiary 100 2(87)(ii)
15. RiaBlades S.A., Portugal* N.A. Subsidiary 100 2(87)(ii)
16. RPW Investments SGPS,SA, Portugal N.A. Subsidiary 100 2(87)(ii)
17. SE Blades Limited: 806A, 8th Floor, Prestige Towers, # 99 & 100, U28999KA2006PLC041188 Subsidiary 100 2(87)(ii)
Residency Road, Bangalore-560025, India

Suzlon Energy Limited, Annual Report 2014-15 33

 Name and Address of the Company
Sr. CIN/GLN Holding / % of shares Applicable
No. Subsidiary held as on Section
/Associate March 31,
2015#
18. SE Blades Technology B.V., The Netherlands N.A. Subsidiary 100 2(87)(ii)
19. SE Drive Technik GmbH, Germany N.A. Subsidiary 100 2(87)(ii)
20. SE Electricals Limited: 806A, 8th Floor, Prestige Towers, # 99 & U31108KA2006PLC041190 Subsidiary 100 2(87)(ii)
100, Residency Road, Bangalore-560025, India
21. SE Forge Limited: 5, Shrimali Society, Navrangpura, Ahmedabad- U27310GJ2006PLC048563 Subsidiary 100 2(87)(ii)
380009, India
22. SE Solar Limited: One Earth, Hadapsar, Pune-411028, India U40108PN2008PLC131668 Subsidiary 100 2(87)(ii)
23. Senvion Australia Pty Ltd. , Australia* N.A. Subsidiary 100 2(87)(ii)
24. Senvion Austria GmbH, Austria* N.A. Subsidiary 100 2(87)(ii)
25. Senvion Benelux b.v.b.a., Belgium* N.A. Subsidiary 100 2(87)(ii)
26. Senvion Canada Inc., Canada* N.A. Subsidiary 100 2(87)(ii)
27. Senvion Deutschland GmbH, Germany* N.A. Subsidiary 100 2(87)(ii)
28. Senvion Energy PLC, United Kingdom* N.A. Subsidiary 100 2(87)(ii)
29. Senvion France S.A.S., France* N.A. Subsidiary 100 2(87)(ii)
30. Senvion Italia s.r.l, Italy* N.A. Subsidiary 100 2(87)(ii)
31. Senvion Netherlands B.V., The Netherlands* N.A. Subsidiary 100 2(87)(ii)
32. Senvion Portugal S.A., Portugal* N.A. Subsidiary 100 2(87)(ii)
33. Senvion Romania SRL, Romania* N.A. Subsidiary 100 2(87)(ii)
34. Senvion SE, Germany* N.A. Subsidiary 100 2(87)(ii)
35. Senvion Polska Sp.z o.o, Poland* N.A. Subsidiary 100 2(87)(ii)
36. Senvion Scandinavia AB, Sweden* N.A. Subsidiary 100 2(87)(ii)
37. Senvion Turkey Rüzgar Türbinleri Limited Şirketi, Turkey* N.A. Subsidiary 100 2(87)(ii)
38. Senvion UK Ltd., United Kingdom* N.A. Subsidiary 100 2(87)(ii)
39. Senvion USA Corp., USA* N.A. Subsidiary 100 2(87)(ii)
40. Sure Power LLC, USA N.A. Subsidiary 100 2(87)(ii)
41. Suzlon Energia Elocia do Brasil Ltda, Brazil N.A. Subsidiary 100 2(87)(ii)
42. Suzlon Energy (Tianjin) Limited, China N.A. Joint 25 2(87)(ii)
Venture

43. Suzlon Energy A/S, Denmark N.A. Subsidiary 100 2(87)(ii)

44. Suzlon Energy Australia CYMWFD Pty Ltd, Australia N.A. Subsidiary 100 2(87)(ii)
45. Suzlon Energy Australia Pty. Ltd., Australia N.A. Subsidiary 100 2(87)(ii)
46. Suzlon Energy Australia RWFD Pty Ltd, Australia N.A. Subsidiary 100 2(87)(ii)
47. Suzlon Energy B.V., The Netherlands N.A. Subsidiary 100 2(87)(ii)
48. Suzlon Energy GmbH, Germany N.A. Subsidiary 100 2(87)(ii)
49. Suzlon Energy Korea Co., Ltd., Republic of South Korea N.A. Subsidiary 100 2(87)(ii)
50. Suzlon Energy Limited, Mauritius N.A. Subsidiary 100 2(87)(ii)
51. Suzlon Generators Limited: Gat No.339/3/1 & Plot No.A-20/1, U31101PN2004PLC019205 Subsidiary 75 2(87)(ii)
Chakan Industrial Area, Village Mahalunge, Taluka Khed, District
Pune-410501, India
52. Suzlon Global Services Limited: “Suzlon”, 5, Shrimali Society, Near U70101GJ2004PLC044948 Subsidiary 100 2(87)(ii)
Shri Krishna Complex, Navrangpura, Ahmedabad-380009, India
53. Suzlon Gujarat Wind Park Limited: “Suzlon”, 5, Shrimali Society, Near U40108GJ2004PLC044409 Subsidiary 100 2(87)(ii)
Shri Krishna Complex, Navrangpura, Ahmedabad-380009, India
54. Suzlon Power Infrastructure Limited: 4A, 4th Floor, 723, Thirumalai U45203TZ2004PLC011180 Subsidiary 100 2(87)(ii)
Towers, Upstairs of HDFC Bank, Avinashi Road, Coimbatore-
641018, India
55. Suzlon Project VIII LLC, USA N.A. Subsidiary 100 2(87)(ii)
56. Suzlon Rotor Corporation, USA N.A. Subsidiary 100 2(87)(ii)
57. Suzlon Structures Limited, “Suzlon”, 5, Shrimali Society, Near Shri U27109GJ2004PLC044170 Subsidiary 75 2(87)(ii)
Krishna Complex, Navrangpura, Ahmedabad-380009, India
58. Suzlon Wind Energy (Lanka) Pvt Limited, Srilanka N.A. Subsidiary 100 2(87)(ii)
59. Suzlon Wind Energy BH, Bosnia and Herzegovina N.A. Subsidiary 100 2(87)(ii)
60. Suzlon Wind Energy Bulgaria EOOD, Bulgaria N.A. Subsidiary 100 2(87)(ii)

34 Suzlon Energy Limited, Annual Report 2014-15

 Name and Address of the Company
Sr. CIN/GLN Holding / % of shares Applicable
No. Subsidiary held as on Section
/Associate March 31,
2015#
61. Suzlon Wind Energy Corporation, USA N.A. Subsidiary 100 2(87)(ii)
62. Suzlon Wind Energy Equipment Trading (Shanghai) Co., Ltd., N.A. Subsidiary 100 2(87)(ii)
China
63. Suzlon Wind Energy Espana, S.L, Spain N.A. Subsidiary 100 2(87)(ii)

64. Suzlon Wind Energy Italy s.r.l., Italy N.A. Subsidiary 100 2(87)(ii)

65. Suzlon Wind Energy Limited, United Kingdom N.A. Subsidiary 100 2(87)(ii)

66. Suzlon Wind Energy Nicaragua Sociedad Anonima, Nicaragua N.A. Subsidiary 100 2(87)(ii)

67. Suzlon Wind Energy Portugal Energia Elocia Unipessoal Lda, N.A. Subsidiary 100 2(87)(ii)
Portugal
68. Suzlon Wind Energy Romania SRL, Romania N.A. Subsidiary 100 2(87)(ii)

69. Suzlon Wind Energy South Africa (PTY) Ltd, South Africa N.A. Subsidiary 80 2(87)(ii)

70. Suzlon Wind Energy Uruguay SA, Uruguay N.A. Subsidiary 100 2(87)(ii)

71. Suzlon Wind Enerji Sanayi Ve Ticaret Limited Sirketi, Turkey N.A. Subsidiary 100 2(87)(ii)

72. Suzlon Wind International Limited: 806A, 8th Floor, Prestige U40108KA2006PLC041191 Subsidiary 100 2(87)(ii)
Towers, # 99 & 100, Residency Road, Bangalore-560025, India
73. Suzlon Windenergie GmbH, Germany N.A. Subsidiary 100 2(87)(ii)

74. Tarilo Holding B.V., The Netherlands N.A. Subsidiary 100 2(87)(ii)

75. Valum Holding B.V., The Netherlands N.A. Subsidiary 100 2(87)(ii)

76. Ventipower S.A., Portugal* N.A. Subsidiary 100 2(87)(ii)

77. Ventinveste Indústria, SGPS, SA, Portugal* N.A. Subsidiary 100 2(87)(ii)

78. WEL Windenergie Logistik GmbH, Germany* N.A. Subsidiary 100 2(87)(ii)

79. Windpark Blockland GmbH & Co KG, Germany* N.A. Subsidiary 100 2(87)(ii)

80. Yorke Peninsula Wind Farm Project Ltd (Ceres), Australia* N.A. Subsidiary 80 2(87)(ii)

* Sold during the Financial Year 2015-16.

#
Either directly or through its subsidiaries.

IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)

(i) Category-wise Share Holding

No. of Shares held at the beginning of the year No. of Shares held at the end of the year
(As on April 1, 2014 based on shareholding (As on March 31, 2015 based on shareholding %
pattern as on March 31, 2014) pattern as on March 31, 2015) Change
Category of
during
Shareholders % of % of the
Demat Physical Total Total Demat Physical Total Total year
Shares Shares
A. Promoters
(1) Indian
a) Individual/ HUF 598,384,000 - 598,384,000 24.05 598,384,000 - 598,384,000 16.14 (7.91)
b) Central Govt - - - - - - - - -
c) State Govt(s) - - - - - - - - -
d) Bodies Corp. 376,620,942 - 376,620,942 15.14 454,400,456 - 454,400,456 12.26 (2.88)
e) Banks / FI - - - - - - - - -
f) Any other - - - - - - - - -
Sub-total (A)(1) 975,004,942 - 975,004,942 39.19 1,052,784,456 - 1,052,784,456 28.39 (10.79)
(2) Foreign
a) NRIs – - - - - - - - - -
Individuals
b) Other – - - - - - - - - -
Individuals
c) Bodies Corp. - - - - - - - - -

d) Bank / FI - - - - - - - - -

Suzlon Energy Limited, Annual Report 2014-15 35

 No. of Shares held at the beginning of the year No. of Shares held at the end of the year
(As on April 1, 2014 based on shareholding (As on March 31, 2015 based on shareholding %
pattern as on March 31, 2014) pattern as on March 31, 2015) Change
Category of
during
Shareholders % of % of the
Demat Physical Total Total Demat Physical Total Total year
Shares Shares
e) Any other - - - - - - - - -
Sub-total (A)(2) - - - - - - - - -
Total 975,004,942 - 975,004,942 39.19 1,052,784,456 - 1,052,784,456 28.39 (10.79)
shareholding of
Promoter [(A) =
(A)(1) + (A)(2)]
B. Public Shareholding
1. Institutions
a) Mutual Funds 28,771,186 - 28,771,186 1.16 51,445,425 - 51,445,425 1.39 0.23
b) Banks / FI 473,833,780 - 473,833,780 19.04 665,910,309 - 665,910,309 17.96 (1.08)
c) Central Govt - - - - - - - - -
d) State Govt(s) - - - - - - - - -
e) Venture Capital - - - - - - - - -
Funds
f) Insurance 65,176,875 - 65,176,875 2.62 90,232,017 - 90,232,017 2.43 (0.19)
Companies
g) FIIs 160,137,146 - 160,137,146- 6.44 374,229,846 168,801,397 543,031,243 14.65 8.21
h) Foreign Venture - - - - - - - -
Capital Funds
i) Others (specify) - - - - - - - - -
Sub-total (B)(1) 727,918,987 - 727,918,987 29.26 1,181,817,597 168,801,397 1,350,618,994 36.43 7.17
2. Non-Institutions
a) Bodies Corp.
i) Indian 87,358,836 - 87,358,836 3.51 346,889,280 - 346,889,280 9.36 5.84
ii) Overseas - - - - - - - - -
b) Individuals
i) Individual 520,131,886 33,623 520,165,509 20.91 617,810,481 39,792 617,850,273 16.66 (4.24)
shareholders
holding nominal
share capital upto
Rs 1 lakh

ii) Individual 118,725,079 - 118,725,079 4.77 271,935,580 - 271,935,580 7.33 2.56

shareholders
holding nominal
share capital in
excess of Rs 1 lakh

c) Others- (specify)
Qualified Foreign 24,822 - 24,822 0.00 - - - - 0.00
Investor
Non Resident 38,680,942 - 38,680,942 1.55 41,618,678 - 41,618,678 1.12 (0.43)
Indians
Foreign Nationals 57,000 - 57,000 0.00 62,500 - 62,500 0.00 0.00

Clearing Members 10,948,547 - 10,948,547 0.44 16,316,535 - 16,316,535 0.44 0.00

Trusts 2,096,805 - 2,096,805 0.08 1,180,375 - 1,180,375 0.03 (0.05)

Sub-total (B)(2) 778,023,917 33,623 778,057,540 31.27 1,295,813,429 39,792 1,295,853,221 34.95 3.68

Total Public 1,505,942,904 33,623 1,505,976,527 60.53 2,477,631,026 168,841,189 2,646,472,215 71.38 10.85
Shareholding [(B)
= (B)(1)+ (B)(2)]
C. Shares held by 7,164,712 - 7,164,712 0.29 8,458,524 - 8,458,524 0.23 (0.06)
Custodian for
GDRs & ADRs
Grand Total 2,488,112,558 33,623 2,488,146,181 100.00 3,538,874,006 168,841,189 3,707,715,195 100.00 -
(A+B+C)

36 Suzlon Energy Limited, Annual Report 2014-15

(ii) Shareholding of Promoters

Shareholding at the beginning of the year Shareholding at the end of the year
(as on April 1, 2014 based on (as on March 31, 2015 based on
shareholding pattern as on March 31, shareholding pattern as on March 31, %
2014) 2015) change
in
Sr.
Shareholder’s Name % of Shares shareho-
No. % of total % of total % of Shares
Pledged / Pledged/
lding
No. of Shares of No. of Shares of
encumbered encumbered during
Shares the Shares the to total the year
to total
company company shares
shares

Paid up capital: 2,488,146,181 3,707,715,195

1. Tulsi R.Tanti 3,905,000 0.16 0.16 3,905,000 0.11 0.11 (0.05)
2. Gita T.Tanti 64,512,000 2.59 2.59 64,512,000 1.74 1.74 (0.85)
3. Tulsi R.Tanti as karta of Tulsi 18,000,000 0.72 0.72 18,000,000 0.49 0.49 (0.24)
Ranchhodbhai HUF
4. Tulsi R.Tanti as karta of Ranchhodbhai 42,570,000 1.71 1.71 42,570,000 1.15 1.15 (0.56)
Ramjibhai HUF
5. Tulsi R.Tanti J/w. Vinod R.Tanti J/w. 42,660,000 1.71 1.71 42,660,000 1.15 1.15 (0.56)
Jitendra R.Tanti
6. Tanti Holdings Private Limited 154,626,093 6.21 6.21 154,626,093 4.17 4.16 (2.04)
7. Vinod R.Tanti 11,367,000 0.46 0.46 11,367,000 0.31 0.31 (0.15)
8. Jitendra R.Tanti 12,400,000 0.50 0.50 12,400,000 0.33 0.33 (0.17)
9. Sangita V.Tanti 70,182,000 2.82 2.82 70,182,000 1.89 1.89 (0.93)
10. Lina J.Tanti 70,182,000 2.82 2.82 70,182,000 1.89 1.89 (0.93)
11. Rambhaben Ukabhai 3,000 0.00 0.00 3,000 0.00 0.00 -
12. Vinod R.Tanti as karta of Vinod 18,900,000 0.76 0.76 18,900,000 0.51 0.51 (0.25)
Ranchhodbhai HUF
13. Jitendra R.Tanti as karta of Jitendra 12,723,000 0.51 0.51 12,723,000 0.34 0.34 (0.17)
Ranchhodbhai HUF
14. Pranav T.Tanti 59,067,000 2.37 2.37 59,067,000 1.59 1.59 (0.78)
15. Nidhi T.Tanti 3,052,000 0.12 0.12 3,052,000 0.08 0.08 (0.04)
16. Rajan V.Tanti 16,605,000 0.67 0.67 16,605,000 0.45 0.45 (0.22)
17. Brij J.Tanti 37,117,000 1.49 1.49 37,117,000 1.00 1.00 (0.49)
18. Trisha J.Tanti 15,120,000 0.61 0.61 15,120,000 0.41 0.41 (0.20)
19. Girish R.Tanti 100,019,000 4.02 4.02 100,019,000 2.70 2.70 (1.32)
20. Suruchi Holdings Private Limited 4,275,000 0.17 0.16 4,275,000 0.12 0.11 (0.06)
21. Sugati Holdings Private Limited 184,718,354 7.42 7.42 262,497,868 7.08 6.69 (0.34)
(See note
1 below)
22. Samanvaya Holdings Private Limited 33,001,495 1.33 1.33 33,001,495 0.89 0.89 (0.44)
Total 975,004,942 39.19 39.16 1,052,784,456 28.39 27.99 (10.79)
Notes:
1. The shareholding of Sugati Holdings Private Limited has increased pursuant to allotment of 42,938,931 equity shares on April 25, 2014 on
preferential basis and allotment of 34,840,583 equity shares on May 16, 2014 upon conversion of CCDs allotted on preferential basis
representing 1.61% and 1.28% of the total shares respectively. However the percentage has reduced due to allotments made by the
Company during the year to non-promoters.
2. The shareholding of promoters (other than Sugati Holdings Private Limited) have also reduced due to allotments made by the Company
during the year to non-promoters.

Suzlon Energy Limited, Annual Report 2014-15 37

(iii) Change in Promoters’ Shareholding (please specify, if there is no change)

Sr. Particulars Shareholding at the beginning of Cumulative Shareholding

No. the year (as on April 1, 2014) during the year

No. of shares % of total shares No. of shares % of total shares

1. Promoters shareholding at 975,004,942 39.19 975,004,942 39.19

the beginning of the year
2. Date wise Increase / Decrease
in Promoters shareholding
during the year specifying the
reasons for increase / and
decrease (e.g. allotment /
transfer / bonus etc)
Allotment of 42,938,931 42,938,931 1.61 1,017,943,873 38.15
equity shares on
April 25, 2014 on
preferential basis
Allotment of 34,840,583 equity 34,840,583 1.28 1,052,784,456 38.80
shares on May 16, 2014 upon
conversion of CCDs allotted on
preferential basis
3. Promoters shareholding at 1,052,784,456 28.39 1,052,784,456 28.39
the end of the year

Notes :
1. For changes in shareholding of each Promoter, refer point no. IV (ii)
2. The shareholding of Promoters has reduced due to various allotments made by the Company to non-promoters
during the year.
(iv) Shareholding Pattern of top ten Shareholders (other than Directors, Promoters and Holders of GDRs and ADRs)

Shareholding at the beginning of Cumulative Shareholding during

the year the year as on March 31, 2015
Sr. (as on April 1, 2014 based on based on shareholding pattern
For Each of the Top 10 Shareholders
No. shareholding pattern as on as on March 31, 2015)
March 31, 2014)

No. of shares % of total No. of shares % of total

shares shares

Paid up capital 2,488,146,181 3,707,715,195

1. IDBI Bank Ltd. 162,585,859 6.53 204,529,516 5.52

2. State Bank of India 87,947,933 3.53 130,920,597 3.53

3. Life Insurance Corporation of India 64,876,875 2.61 89,932,017 2.43
4. Punjab National Bank 45,234,473 1.82 64,624,677 1.74
5. Bank of Baroda 34,848,856 1.40 53,100,819 1.43
6. Indian Overseas Bank 33,176,798 1.33 51,067,665 1.38
7. Central Bank of India 29,283,552 1.18 41,235,868 1.11
8. Citicorp International Finance Corporation 25,000,000 1.00 25,000,000 0.67
9. Dimensional Emerging Markets Value Fund 17,000,653 0.68 - 0.00
10. Export- Import Bank Of India 16,252,630 0.65 24,634,955 0.66
11. Cowell & Lee Investment (Mauritius) Limited - 0.00 136,986,172 3.69
12. Barclays Capital Mauritius Limited - 0.00 57,891,572 1.56
13. Morgan Stanley Asia (Singapore) Pte. - 0.00 46,664,390 1.26

* The shares of the Company are traded on a daily basis and hence the date wise increase / decrease in shareholding is not provided.

38 Suzlon Energy Limited, Annual Report 2014-15

 (v) Shareholding of Directors and Key Managerial Personnel

Shareholding at the
beginning of the year Cumulative Shareholding
(as on April 1, 2014 based during the year as on
Sr. Shareholding of each Directors and each Key on shareholding pattern as March 31, 2015
on March 31, 2014) Remarks
No. Managerial Personnel

% of % of
No. of No. of
total total
shares shares
shares shares
Paid up capital 2,488,146,181 3,707,715,195
1. Tulsi R.Tanti, Managing Director (MD)* 3,905,000 0.16 3,905,000 0.11
2. Girish R.Tanti, Non-executive Director 100,019,000 4.02 100,019,000 2.70
3. Vaidhyanathan Raghuraman, Independent - - - -
Director

4. Vinod R.Tanti, Non-executive Director* 11,367,000 0.46 11,367,000 0.31

5. Rajiv Ranjan Jha, Non-executive Director - - - -
6. Marc Desaedeleer, Independent Director - - - -
7. Ravi Uppal, Independent Director 1,000 0.00 1,000 0.00
8. Medha Joshi, Non-executive Director - - - -
9. Venkataraman Subramanian, Independent - - - -
Director
10. Pratima Ram, Non-executive Director - - - -

11. Amit Agarwal, Chief Financial Officer (CFO) 0 0.00 405,000 0.01 Change pursuant
to allotment of
405,000 equity
shares under ESPS
2014 on May 16,
2014

12. Hemal A.Kanuga, Company Secretary (CS) 20,528 0.00 59,928 0.00 Change pursuant
to allotment of
39,400 equity
shares under ESPS
2014 on May 16,
2014

* Mr. Tulsi R.Tanti and Mr. Vinod R.Tanti also hold shares in the capacity as karta of HUF and jointly with others.

V. INDEBTEDNESS
The Indebtedness of the Company including interest outstanding/accrued but not due for payment as on March 31, 2015 is as under:
Particulars Secured Loans Unsecured Deposits Total
excluding deposits Loans Indebtedness
(Rs in Crore) (Rs in Crore) (Rs in Crore) (Rs in Crore)
Indebtedness at the beginning of the
financial year
i) Principal Amount 7,517.03 2,541.17 – 10,058.20
ii) Interest due but not paid 5.38 91.22 – 96.60
iii) Interest accrued but not due 4.23 30.14 – 34.37
Total (i+ii+iii) 7,526.64 2,662.53 – 10,189.17
Change in Indebtedness during the
financial year
Addition 2,281.27 – – 2,281.27
Reduction 919.70 404.16 – 1,323.86
Net Change 1,361.57 (404.16) – 957.41
Indebtedness at the end of the financial year
i) Principal Amount 8,709.69 2,237.00 – 10,946.69
ii) Interest due but not paid 169.61 8.90 – 178.51
iii) Interest accrued but not due 8.91 12.47 – 21.38
Total (i+ii+iii) 8,888.21 2,258.37 – 11,146.58

Suzlon Energy Limited, Annual Report 2014-15 39

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
A. Remuneration to Managing Director, Whole-time Directors and/or Manager:
Sr. Particulars of Remuneration Name of MD/ Total
No. WTD/Manager Amount
Mr. Tulsi R.Tanti, (Rs in Crore)
Managing Director
1. Gross salary
(a) Salary as per provisions contained in section 17(1) of the 1.58 1.58
Income-tax Act, 1961 (Rs)
(b) Value of perquisites u/s 17(2) Income-tax Act, 1961 (Rs) Nil Nil
(c) Profits in lieu of salary under section 17(3) Nil Nil
Income- tax Act, 1961 (Rs)
2. Stock Option (Nos.) Nil Nil
3. Sweat Equity (Nos.) Nil Nil
4. Commission (Rs) Nil Nil
- as % of profit
- others, specify…
5. Others, please specify Nil Nil
Total (A) (Rs) 1.58 1.58
Ceiling as per the Act* (Rs) 1.70 1.70
* In terms of the approval granted by the Central Government, the remuneration payable to Mr. Tulsi R.Tanti, the Managing
Director shall not exceed Rs 1,70,50,000/- per annum. The details pertaining to payment of remuneration to Mr. Tulsi R.Tanti
is given in the Corporate Governance Report, which forms part of Annual Report.
B. Remuneration to other directors
Sr. Name of Directors Particulars of Remuneration
No. Fee for attending Commission Others, please Total Amount
board/committee specify (Rs in Crore)
meetings
(Rs in Crore)
1. Independent Directors:
Mr. V. Raghuraman 0.04 – – 0.04
Mr. Marc Deseadeleer 0.016 – – 0.016
Mr. Ravi Uppal 0.006 – – 0.006
Mr. V.Subramanian 0.008 – – 0.008
Total (1) 0.07 - – 0.07
2. Other Non-Executive Directors:
Mr. Girish R.Tanti 0.014 – – 0.014
Mr. Vinod R.Tanti 0.06 – – 0.06
Mr. Rajiv Ranjan Jha 0.006 – – 0.006
Mrs. Bharati Rao 0.012 – – 0.012
Mrs. Medha Joshi 0.026 – – 0.026
Mrs. Pratima Ram – – – –
Total (2) 0.118 – – 0.118
Total =(1+2) 0.188 – – 0.188
Total Managerial Remuneration 0.188 – – 0.188
Overall Ceiling as per the Act – – – –
* The non-executive directors are not paid any remuneration except sitting fees for attending the meetings of the Board and
/ or Committees thereof, which is within the limits prescribed under the Companies Act, 2013.

40 Suzlon Energy Limited, Annual Report 2014-15

 C. REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MD/MANAGER/WTD
Key Managerial Personnel
Sr. Particulars of Remuneration Mr. Amit Mr. Hemal Total
No. Agarwal – CFO A.Kanuga – CS (Rs in Crore)
1. Gross salary
(a) Salary as per provisions contained in Section 2.93 0.41 3.34
17(1) of the Income-tax Act, 1961 (Rs)
(b) Value of perquisites u/s 17(2) Income-tax 0.13 0.01 0.14
Act, 1961 (Rs)
(c) Profits in lieu of salary under section 17(3)
Income-tax Act, 1961 (Rs) – – –
2. Stock Option (live as on date)
ESOP 2007 (Nos.) Nil 5,000
ESPS 2014 (Nos.) 405,000 39,400
Special ESOP 2014 (Nos.) 1,251,000 308,200
3. Sweat Equity (Nos.) Nil Nil Nil
4. Commission (Rs) Nil Nil Nil
– as % of profit
– others, specify
5. Others, please specify Nil Nil Nil
Total (Rs) 3.06 0.42 3.48

VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES

Details of Penalty
Section of the / Punishment / Authority Appeal made, if
Type Brief description
Companies Act Compounding [RD/NCLT/Court] any (give details)
fees imposed

A. COMPANY

Penalty

Punishment

Compounding

B. DIRECTORS

Penalty
There were no penalties, punishment or compounding of offences during the year ended March 31,
Punishment 2015.

Compounding
C. OTHER OFFICERS
IN DEFAULT
Penalty

Punishment

Compounding

.
For and on behalf of the Board of Directors
Place : Mumbai Tulsi R.Tanti
Date : July 31, 2015 Chairman & Managing Director
DIN.: 00002283

Suzlon Energy Limited, Annual Report 2014-15 41

 Annexure to Directors' report

Form No. AOC-2

[Pursuant to clause (h) of sub-section (3) of section 134 of the Companies Act and Rule 8(2) of the Companies (Accounts) Rules, 2014]
Form for disclosure of particulars of contracts/arrangements entered into by the Company with related parties referred to in
Section 188(1) of the Companies Act, 2013 including certain arms’ length transactions under third proviso thereto

1. Details of contracts or arrangement or transactions not at arm’s length basis: None

Sr. No. Particulars Remarks

a) Name(s) of the related party and nature of relationship
b) Nature of contracts/arrangements /transactions
c) Duration of the contracts / arrangements/ transactions
d) Salient terms of the contracts or arrangements or
transactions including the value, if any:
e) Justification for entering into such contracts or
arrangements or transactions
f) Date(s) of approval by the Board,
g) Amount paid as advances, if any:
h) Date on which the special resolution was
passed in general meeting as required under
first proviso to Section 188

2. Details of material contracts or arrangement or transactions at arm’s length basis: None

Sr. No. Particulars Remarks

a) Name(s) of the related party and nature of
relationship
b) Nature of contracts/arrangements /transactions
c) Duration of the contracts / arrangements/
transactions
d) Salient terms of the contracts or arrangements or
transactions including the value, if any:

e) Date(s) of approval by the Board / shareholders , if

any:

f) Amount paid as advances, if any:

For and on behalf of the Board of Directors

Place : Mumbai Tulsi R.Tanti

Date : July 31, 2015 Chairman & Managing Director
DIN.: 00002283

42 Suzlon Energy Limited, Annual Report 2014-15

 Annexure to Directors' report

PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE

EARNINGS AND OUTGO
Information as required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014
are set out hereunder.

A. Conservation of energy

The Company’s Corporate Headquarter in Pune, India named ‘ONE EARTH’ is an environmental-friendly campus, with a minimal
carbon footprint on the surrounding environment. As already informed in the previous years, the Campus has been awarded the
coveted LEED (Leadership in Energy and Environmental Design) Platinum rating and GRIHA (Green Rating for Integrated Habitat
Assessment) green building certifications for its approach towards sustainability and green practices towards infrastructure. The
Company continues its efforts to reduce and optimise the use of energy consumption at its Corporate Headquarter and at its
manufacturing facilities by installing hi-tech energy monitoring and conservation systems to monitor usage, minimise wastage and
increase overall efficiency at every stage of power consumption. The Company is also emphasising to utilise the maximum natural
sources of energy instead of using electricity.
• Steps taken or impact on conservation of energy – The energy conservation measures taken are given as under:
Sr. No. Measures Taken
1. Power consumption for Air compressor system reduced by 10% through implementing effective air leakage
systems on Filter Regulator Lubricator & Moisture Separator units and fitting non isolation valves for non-
operational air lines at Coimbatore-Panel Unit
2. Saved energy up to 30% by enhancing oven size to increase the no. of product per cycle for curing processes in
Generator Chakan Plant
3. Save energy by reducing no. of Electrically operated Over Head cranes used for shear web bonding operation
from three to two by providing improved lifting tools at RBU-Padubudri
The impact of above measures undertaken by the Company result in optimisation of energy consumption, savings in energy
cost and environment protection.
• Steps taken by the Company for utilising alternate sources of energy - The Company along with its subsidiaries being in the
business of selling and installing wind turbine generators and related equipment, it is very active in promoting renewable
sources of energy and supporting conservation. The Company concentrates on reengineering of process to facilitate optimum
utilisation of energy. The Company has further decided to embark in the renewable sector by venturing into the solar space.
• Capital Investment on energy conservation equipments – Rs 0.05 Crore

B. Technology absorption

Research & Development (R&D) -

Specific areas in which R & D is carried out by the Company -

• The Company and its subsidiaries operate world class research and testing centres in India and overseas locations relating to
wind turbine technology. Its Blade testing centre at Baroda, India, R&D centres at Germany, Netherlands and Denmark
continue to drive its R&D programme.

• Following up on the development of the S111 concept, during the financial year 2014-15, the Company has successfully
installed the prototype products in field and has progressed in the activities of validation of the technological constructs of
the product.

• In the FY 2013-14, the 120m Hybrid Tower prototype was realized and the successful operation of this technological innovation,
increasing the hub-height, has been considered for adapting in the S111 product to further enhance the power generation. In
the form of initial steps in this direction, two new concepts of tower designs have been conceived and the technology source
has been identified. It is planned to implement a prototype of either of these two designs during the FY 2015-16.

• Future plan of action - The Company and its subsidiaries continue to drive its R&D programme towards developing future
cost efficient and reliable wind turbine technology by harnessing latest technologies.

• Expenditure on R&D -

Sr. Particulars 2014-15 2013-14

No. (Rs in Crore) (Rs in Crore)
a. Capital 3.88 7.35
b. Recurring 35.26 31.69
c. Total 39.14 39.04
d. Total R&D expenditure as a % of total turnover 1.73% 1.29%

Suzlon Energy Limited, Annual Report 2014-15 43

 Technology absorption, adaption and innovation – The efforts made towards technology absorption, adaption and
innovation and benefits derived are given as under:

• The technology transfer for the S111 generator was initiated in the FY 2014-15, and the first step involving complete
theoretical training and document transfer was done by the Technology provider, to the Company.

• Patent has been filed with the Indian Patent Authority for the innovative joining method used in the construction of
the 120m Hybrid Tower.

C. Foreign exchange earnings and outgo

Total foreign exchange used and earned is given as under:

Sr. Particulars 2014-15 2013-14

No. (Rs in Crore) (Rs in Crore)

1. Total Foreign Exchange Earned 226.59 585.05

2. Total Foreign Exchange Used 1042.40 1176.22

For and on behalf of the Board of Directors

Place : Mumbai Tulsi R.Tanti

Date : July 31, 2015 Chairman & Managing Director
DIN.: 00002283

44 Suzlon Energy Limited, Annual Report 2014-15

 Annexure to Directors' report

FORMAT FOR THE ANNUAL REPORT ON CSR ACTIVITIES TO BE INCLUDED IN THE DIRECTORS’ REPORT

1. A brief outline of the Company’s CSR Policy, including overview of projects or programs proposed to be undertaken and a reference
to the weblink to the CSR policy and projects or programs:
CSR in Suzlon is based on the premise that business and its environment are inter-dependent, and the organic link between them
should be strengthened. A higher degree of sustainability can be achieved in business by balancing growth in all aspects of
development - financial, natural, social, human and physical. Suzlon Foundation established in 2007 is the implementing arm of
Suzlon’s CSR. More information on its CSR policy and programs can be availed from the Company’s website (www.suzlon.com).
Clubbed under six thematic areas (Natural Resource Management, Livelihood, Health, Education, Empowerment and Civic
Amenities) Suzlon’s CSR Project include – Soil and Water Conservation, Integrated Agriculture based Livelihood Program, Skill
Development, Enhancing preventive and curative health practices, E-learning for schools, Enhancing green cover, enhancing
availability of drinking water and alternative energy sources.
2. The Composition of the CSR Committee: Mr. Tulsi R.Tanti is the Chairman, Mr. Girish R.Tanti and Mr. V.Raghuraman are the members
of the CSR Committee, which was constituted on May 30, 2014. The role of CSR Committee includes:
a) formulate and recommend to the Board, a Corporate Social Responsibility Policy which shall indicate the activities to be
undertaken by the Company as specified in Schedule VII to the Companies Act, 2013, as amended, read with Rules framed
thereunder;
b) recommend the amount of expenditure to be incurred on such activities; and
c) monitor the Corporate Social Responsibility Policy of the Company from time to time.

3. Average net profit of the Company for last three financial years:

Particulars Last three financial years Average net profit for calculating
(Rs in Crore) CSR expenditure (Rs in Crore)
2014-15 2013-14 2012-13
Net Profit (Loss) (6,032.34) (924.47) (2,989.80) (3,315.54)

4. Prescribed CSR expenditure (2% of the amount as mentioned in item 3 above) : The Company has incurred losses during last three
financial years and hence the average net profit for last three financial years is in negative. Hence the figure for prescribed CSR
expenditure for the financial year under review is NIL.

5. Details of CSR spent during the financial year:

a) Total amount to be spent for the financial year: Nil

b) Amount unspent, if any: Not Applicable
c) Manner in which the amount spent during the financial year is detailed below :
Sr. No. CSR Project Sector in Projects or programs (i) Amount Amount spent on the Cumulative Amount
or activity which the local area or others; (ii) outlay projects or programs expenditur spent
identified Project is specify the state and (budget) e upto the direct or
covered district where projects or project or reporting through
programs were programs period implementi
undertaken wise ng agency*
Direct Overheads
expenditure
on projects
or programs

(1) (2) (3) (4) (5) (6) (7) (8) (9)

Not Applicable for the financial year under review

*Give details of implementing agency

d) In case the Company has failed to spend the two percent of the average net profit of the last three financial years or any part
thereof, the Company shall provide the reasons for not spending the amount in the Board’s report : Not applicable.
e) A responsibility statement of the CSR Committee that the implementation and monitoring of CSR Policy, is in compliance
with the CSR Objectives and Policy of the Company :
It is hereby stated that the implementation and monitoring of CSR Policy is in compliance / will be in compliance with the CSR
Objectives and Policy of the Company.
For and on behalf of the Board of Directors

Place : Mumbai Tulsi R.Tanti

Date : July 31, 2015 Chairman & Managing Director
DIN.: 00002283

Suzlon Energy Limited, Annual Report 2014-15 45

 Annexure to Directors' report

A 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

Total
Sr. Age Date of Date of Experience Previous Employment /
Name Designation Qualification Remuneration
No. (Years) Joining Leaving (Years) Designation
(Rs in Crore)

(A) EMPLOYED THROUGHOUT THE YEAR

1 Mangal Ishwar Chief Sales Officer BE (Mechanical) 45 25/3/1996 – 21.1 2.70 Shri Ganesh Group /
Chand Manager - Marketing
2 Vagadia Kirti Group Head - Corporate M.Com, CA 50 1/1/1995 – 25.3 1.98 Gujarat Infrastructure Ltd /
Finance General Manager - Finance
3 Jain Manish Vice President - Corporate B.Com, CA 45 1/10/1999 – 24.6 1.00 Poggen AMP Nagarsheth
Finance Power Electronics Limited /
Manager - Finance
4 Shah Bipin Head - Tower India B.Com, LLB, CA 58 7/8/2000 – 33.5 1.17 ABIR Chemical Ltd / VP -
Accounts & Finance
5 Rao V.B. Sr Vice President - Sales & PHD(E) 56 1/10/2000 – 35.5 1.26 NEG Micon India/ GM-
Marketing Marketing & Projects
6 Mahadik Santosh Sr General Manager - Sales BE (Mechanical) 52 5/2/2001 – 30 0.66 Baker Gauges India Ltd /
& Marketing (MH & Goa) National Sales Manager
7 Bagrecha Vice President - Accounting B.Com, CA 48 22/6/2001 – 29.8 0.95 Metrochem Industries Ltd /
Anandkumar & Reporting General Manager - Finance
& Accounts
8 Gami Mahendra Vice President & Head - HR BE (Chemical 66 29/6/2001 – 43 0.66 GIIC Ltd / General Manager
SSC Engineering)
9 Mondal Harish Head - Manufacturing B.Sc, B.Tech 50 29/3/2002 – 22.5 0.61 Enercon India Ltd /
Engineering (Blade) (Polymer), M.Tech Sr. Manager
(Polymer),
P.G.Diploma
(Marketing)

10 Alchiya Fatehali Vice President - TSG DESE (Diploma In 55 17/6/2004 – 33.8 1.08 Gujarat Ambuja Cements
Electronics & Sound Ltd/General Manager - E&I
Engg.), Post Diploma
(Instrumentation &
Control)

11 Parmar Balrajsinh Sr. President - Strategy Mechanical & 58 4/12/1995 – 34 1.20 Suzlon Gujarat Wind Park
Electrical Engineer Ltd./ Director
with specialization in
instrumentation &
control
12 Parmar Ranjitsinh Sr. President - India Diploma in Civil 59 15/12/1999 – 17 1.20 Synefra Engineering &
Business Engineer Construction Ltd./ Director
13 Venkateswararao V. Chief Human Resource B.Sc, M.Sc., PHD 53 1/4/2006 – 27 1.31 Suzlon, Advisor -
Officer and Chief Quality (Physics), DCA Systems & IT
Officer
14 Asnani Vijay U. Operations Head- Blades B.Sc, LLB, Company 58 22/1/2007 – 32.6 0.64 Rasna Pvt. Ltd / Vice
(VP) Secretary President - Operations
15 Gupta Vipon Kumar Vice President & Head - LLB, BE (Mechanical), 60 5/3/2007 – 35.6 0.61 ESSAR Steel / Vice President
Excise & Customs MBA (Bussiness - Customs & Excise)
Mgmt)
16 Gupta Dinesh Kumar Sr General Manager - Sales B.Com, CA 47 19/7/2007 – 24 0.66 Reliance Group / AVP -
& Marketing (IPP Central) Finance
17 Pillai Suresh R. Vice President & Global B.Tech (Mechanical) 47 7/12/2007 – 22.8 0.68 Enercon India Ltd /
Head – Wind & Site Functional Head - WRD
18 Mehta Harish H. Senior President - C2C Chartered 63 1/4/2008 – 21 1.20 Senergy Global Limited/
Accountant Director
19 Lonkar Sandeep President -Nacelle & BE (Mechanical), PG 48 16/6/2008 – 25 0.89 Rolastar Pvt. Ltd / Executive
Electrical Business Diploma Vice President
(Management)
20 Kholkute Saurabh P. Vice President - Corporate BE (Mechanical), 44 2/7/2008 – 21.7 0.75 ABC Consultants Pvt Ltd /
HR MMS Head
21 Bakul R. President -Supply Chain BE (Electrical), BE 55 1/9/2008 – 26 1.00 SE Energy Tech
Engineering, R&D (Mechanical)
22 Shah Chintan President - SBD and BE (Chemical) 43 1/4/2012 – 22.3 1.20 Tata Energy Research
Corporate Affairs Institute / Research
Associate

46 Suzlon Energy Limited, Annual Report 2014-15

 Total
Sr. Age Date of Date of Experience Previous Employment /
Name Designation Qualification Remuneration
No. (Years) Joining Leaving (Years) Designation
(Rs in Crore)

23 Modi Rohit Chief Executive Officer - BA, MA (Economics) 53 1/9/2012 – 30 3.44 Gammon India Ltd
International Operations &
New Business
24 Chockalingam Vice President - Finance B.Com, ICAI, CA 45 14/3/2013 – 24.7 0.92 Sesa Goa Ltd / AVP - Risk
Palaniappan Management, Capex & IT
25 Agarwal Amit Chief Financial Officer B.Com, ICAI, CA, 46 21/3/2013 – 27 3.15 ESSAR Steel / Chief
Executive Education Financial Officer & Director
(USA) Finance
26 Mehta Praful C. Head - Global Purchase & BE (Mechanical) 60 1/6/2013 – 38 1.63 Self Employed
Logistics
27 Muthreja Ravi Vice President - Corporate MMM, B.Com 40 17/12/2013 – 18 0.75 Jindal Steel & Power /
Pitamber Communication Sr.Vice President & Group
Head - Communications

(B) EMPLOYED FOR PART OF THE YEAR

1 Vetal Dattatray Vice President - Operations BE (Mechanical) 56 23/3/2015 – 32 0.02 Kirloskar Brothers Ltd / Sr.
Yado Vice President & Head

(C) DIRECTORS DATA

1 Tanti Tulsi R. Chairman & Managing B.Com, Diploma in 57 10/4/1995 – 35 1.71 SNS Textiles Ltd
Director Mechanical Engg

Notes:

(1) Gross remuneration includes salary, allowances, taxable value of perquisites and the Company's contribution to Superannuation
Funds.
(2) The remuneration as indicated above, includes performance linked payments for employees for the previous year, wherever
applicable.
(3) None of the employees mentioned above at point no. (A) and (B) are related to any Director of the Company. Mr. Tulsi R.Tanti,
Chairman & Managing Director is related to Mr. Vinod R.Tanti and Mr. Girish R.Tanti, the Non-executive Directors of the Company.
(4) None of the employee mentioned above at point no. (A) and (B) holds by himself or along with his spouse and dependent children
two percent or more of the paid-up equity shares of the Company.
(5) The employees have adequate experience to discharge responsibilities assigned to them.
(6) The nature of employment is permanent.
.
For and on behalf of the Board of Directors
Place : Mumbai Tulsi R.Tanti
Date : July 31, 2015 Chairman & Managing Director
DIN.: 00002283

Suzlon Energy Limited, Annual Report 2014-15 47

 Annexure to Directors' report

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

i) The ratio of the remuneration of each director to the median remuneration of the employees of the Company for the financial
year under review:

Executive director: The details of remuneration paid to the Executive Director during the financial year 2014-15 are as under:

Sr. Name of Director Remuneration ~Ratio to median

No. (Rs. in Lacs) remuneration

1. Mr. Tulsi R. Tanti, Chairman & Managing Director 170.50 1:45.83

Non-executive directors (including independent directors): The non-executive directors are not paid any remuneration except
sitting fees for attending the meetings of the Board and / or Committees thereof which is within the limits prescribed by the
Companies Act, 2013. The details of sitting fees paid to the Non-executive directors during the financial year 2014-15 are as under:

Remuneration (Rs. in Lacs)

~ Ratio to
Sr.
Name of Directors Others, median
No. Total
Sitting fees Commission please remuneration
Amount
specify

1. Independent Directors:

Mr. V. Raghuraman 4.00 - - 4.00 1:1.08

Mr. Marc Deseadeleer 1.60 - - 1.60 1:0.43

Mr. Ravi Uppal 0.60 - - 0.60 1:0.16

Mr. V.Subramanian 0.80 - - 0.80 1:0.21

Sub-total (1) 7.00 - - 7.00 1:1.88

2. Other Non-Executive Directors:

Mr. Girish R.Tanti 1.40 - - 1.40 1:0.38

Mr. Vinod R.Tanti 6.00 - - 6.00 1:1.61

Mr. Rajiv Ranjan Jha 0.60 - - 0.60 1:0.16

Mrs. Bharati Rao 1.20 - - 1.20 1:0.32

Mrs. Medha Joshi 2.60 - - 2.60 1:0.70

Mrs. Pratima Ram - - - - -

Sub-total (2) 11.80 - - 11.80 1:3.17

Total =(1+2) 18.80 - - 18.80 1:5.05

ii) The percentage increase in remuneration of each Director, Chief Financial Officer and Company Secretary in the financial year :

Sr. No. Name Category Remuneration ~Increase/

(Rs. in Lacs) (decrease) (%)
2014-15 2013-14
1. Mr. Tulsi R.Tanti Chairman & Managing Director 170.50 48.00 255%
(See note
below)
2. Mr. Amit Agarwal Chief Financial Officer 315.00 290.00 9%
3. Mr. Hemal A.Kanuga Company Secretary 44.40 42.00 6%

Note: Refer justification for increase in managerial remuneration given under point no.(viii) below.

48 Suzlon Energy Limited, Annual Report 2014-15

iii) The percentage increase in the median remuneration of employees in the financial year:

Particulars Remuneration ~Increase/

(Rs. in Lacs) (decrease) (%)
2014-15 2013-14
Median remuneration of all employees per annum 3.72 2.90 28.28%

iv) The number of permanent employees on the rolls of the Company as at the end of the financial year:

Particulars March 31, 2015 March 31, 2014

Number of permanent employees on rolls of the Company as at the 1,647 1,833

end of the financial year

v) The explanation on the relationship between average increase in remuneration and company performance

Particulars Remuneration ~Increase/

(Rs. in Lacs) (decrease) (%)
2014-15 2013-14
Average remuneration 8.98 7.75 15.87%

The increase in remuneration is against inflation and market corrections.

vi) Comparison of the remuneration of KMP against the performance of the Company:

Remuneration (Rs. in Lacs)

Particulars CMD CFO CS Total considering
all KMPs

Remuneration of KMPs paid during the 170.50 315.00 44.40 529.90

financial year 2014-15
Revenues for the financial year 2014-15 226,149.46
Remuneration of KMPs as % of revenue 0.07% 0.14% 0.02% 0.23%
Profit before tax for the financial year 2014-15 (603,234.27)
Remuneration of KMPs as % of profit before tax (0.03)% (0.05)% (0.01)% (0.09)%

vii) 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 and percentage increase over decrease in the market quotations of the shares of the Company in
comparison to the rate at which the Company came out with the last public offer in case of listed companies, and in case of
unlisted companies, the variations in the net worth of the Company as at the close of the current financial year and previous
financial year:

Particulars March 31, 2015 March 31, 2014 Change

~ Increase /
(decrease) %

Market Capitalisation (Rs. in Crores) 10,140.56 2,761.85 267.17%

Price Earning Ratio (1.36) (2.69) 49.44%

Particulars Closing market price Issue price for Issue price for Change
as on March 31, 2015 the Initial Initial Public ~Increase /
Public Offer Offer adjusted (decrease) %
for sub-division

National Stock Exchange of India Limited 27.35 510.00 102.00 (73.19)%

BSE Limited 27.40 510.00 102.00 (73.14)%

viii) Average percentile increase already made in the salaries of employees other than the key managerial personnel in the last
financial year and its comparison with the percentile increase in the key managerial remuneration and justification thereof and
point out if there are any exceptional circumstances for increase in managerial remuneration

Suzlon Energy Limited, Annual Report 2014-15 49

 Particulars Remuneration ~Increase/
(Rs. in Lacs) (decrease) (%)
2014-15 2013-14
Average Salary of all employees (other than KMPs) 8.67 7.55 15%
Salary of Managing Director 170.50 48.00 255%
Salary of CFO 315.00 290.00 9%
Salary of CS 44.40 42.00 6%
Average salary of all KMPs mentioned above 176.63 126.67 39%

Justification for increase in remuneration of the Managing Director:

In terms of approval granted by the shareholders of the Company at the Sixteenth Annual General Meeting, Mr. Tulsi R.Tanti, Chairman
and Managing Director was entitled to a remuneration of Rs.2,00,00,000/- for a period from April 1, 2011 till March 31, 2014; however
since the Company had incurred losses, his remuneration for the financial year 2013-14 was restricted to Rs. 48,00,000/- i.e. the limits
as prescribed under Section II(B) of Part II of Schedule XIII to the Companies Act, 1956. Further the shareholders of the Company by way
of postal ballot conducted vide postal ballot notice dated February 14, 2014, the results of which were declared on March 27, 2014,
approved payment of remuneration to an extent of Rs.3,00,00,000/- to Mr. Tulsi R.Tanti which was subject to approval of Central
Government. In terms of approval of Central Government dated October 28, 2014, Mr. Tulsi R.Tanti is entitled to a remuneration of
Rs.1,70,50,000/- per annum for a period between April 1, 2014 and March 31, 2017.

ix) Comparison of each remuneration of the Key Managerial Personnel against the performance of the Company:

See point no.vi above.

x) The key parameters for any variable component of remuneration availed by the Directors:

The non-executive directors are not paid any remuneration except sitting fees for attending the meetings of the Board and / or
Committees thereof which is within the limits prescribed by the Companies Act, 2013. The remuneration of Executive Director has
been approved by Central Government and does not contain any variable component.

xi) 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 highest paid director during the financial year:

Financial Name and Remuneration Name and Designation of the Employee Remuneration ~ Ratio
Year designation of the (Rs. in Lacs) (Rs. in Lacs)
highest paid
Director

Rohit Modi, Chief Executive Officer, 343.67 1:2.02

International Operations and New Business*

Mr. Tulsi R.Tanti, Amit Agarwal, Chief Financial Officer 315.00 1:1.85
2014-15 Chairman & 170.50
Ishwar Chand Mangal, 270.00 1:1.58
Managing Director
Chief Sales Officer

Kirti Vagadia, 250.00 1:1.47

Head - Group Corporate Finance
* Mr. Rohit Modi is merely designated as the 'Chief Executive Officer, International Operations and New Business' (one of the senior
level offices in the grade of president), and is not appointed as 'Chief Executive Officer' as defined in terms of the Companies Act, 2013.

xii) Affirmation that the remuneration is as per the remuneration policy of the Company:

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

For and on behalf of the Board of Directors

Tulsi R. Tanti
Place : Mumbai Chairman & Managing Director
Date : July 31, 2015 DIN : 00002283

50 Suzlon Energy Limited, Annual Report 2014-15

 Annexure to Directors' report

EMPLOYEE STOCK OPTION PLANS (ESOPs) / EMPLOYEE STOCK PURCHASE SCHEME (ESPS)
The details of options granted under various ESOPs / ESPS of the Company as required to be provided in terms of Rule 12(9) of the Companies (Share Capital and
Debentures) Rules, 2014 and the Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 / the Securities and Exchange Board of India
(Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 are given as under:

Special ESOP 2009 forming part of ESOP Perpetual I

Special ESOP
ESOP 2007 ESPS 2014
Sr. (Tranche I) (Tranche II) (Tranche III) (Tranche IV) (Tranche V) (Tranche VI) (Tranche VII) (Tranche VIII) 2014
Particulars
No.
Scheme III Scheme IV Scheme V Scheme VI Scheme VII Scheme VIII Scheme X Scheme XI Scheme XII Scheme XIII Scheme XIV

1. Date of May 22, 2008 August 13, 2009 August 13, 2009 August 13, 2009 August 13, 2009 August 13, 2009 August 13, 2009 August 13, 2009 August 13, 2009 March 27, 2014 March 27, 2014
shareholders
approval

2. Date of Grant May 21, 2009 October 5, 2009 January 30, 2010 July 28, 2010 October 30, 2010 February 21, 2011 April 27, 2011 July 31, 2011 May 25, 2012 March 31, 2014 June 23, 2014

3. Vesting
requirements

Tranche 1 May 21, 2010 - October 5, 2010 - January 30, 2011 July 28, 2011 - October 30, 2011 February 21, April 27, 2012 - August 1, 2012 - May 26, 2013 - April 15, 2014 - June 23, 2015 -
75% 50% - 50% 50% - 50% 2012 - 50% 50% 50% 50% 100% 50%

Tranche 2 May 21, 2011 - October 5, 2011 - January 30, 2012 July 28, 2012 - October 30, 2012 February 21, April 27, 2013 - August 1, 2013 - May 26, 2014 - - June 23, 2016 -
25% 25% - 25% 25% - 25% 2013 - 25% 25% 25% 25% 50%

Tranche 3 - October 5, 2012 - January 30, 2013 July 28, 2013 - October 30, 2013 February 21, April 27, 2014 - August 1, 2014 - May 26, 2015 - - -
25% - 25% 25% - 25% 2014 - 25% 25% 25% 25%

4. Maximum term of Till May 21, 2015 Till October 5, Till January 30, Till July 28, 2015 October 30, 2015 February 21, April 27, 2016 July 31, 2016 May 25, 2017 Till April 15, 2014 Till March 31,
options granted / 2014 2015 2016 2017
Exercise period

5. Pricing formula The closing price For all Employees (except US )-20% Discount to the 20% Discount to The closing price The closing price The closing price The closing price N.A. 10% Discount to
of Equity Shares closing price of Equity Shares of the Company on BSE as the closing price of Equity Shares of Equity Shares of Equity Shares of Equity Shares the closing price
of the Company on date of grant of Equity Shares of the Company of the Company of the Company of the Company of Equity Shares
on BSE as on date of the Company on BSE as on date on BSE as on date on BSE as on on BSE as on date of the Company
of grant on BSE as on date of grant of grant August 1, 2011 of grant on NSE as on
For US Employees – the closing price of Equity Shares of
of grant date of grant

Suzlon Energy Limited, Annual Report 2014-15

the Company on BSE as on date of grant

51
 Special ESOP 2009 forming part of ESOP Perpetual I
Special ESOP
ESOP 2007 ESPS 2014
Sr. 2014
Particulars (Tranche I) (Tranche II) (Tranche III) (Tranche IV) (Tranche V) (Tranche VI) (Tranche VII) (Tranche VIII)
No.

52
Scheme III Scheme IV Scheme V Scheme VI Scheme VII Scheme VIII Scheme X Scheme XI Scheme XII Scheme XIII Scheme XIV

6. Sources of shares Primary Primary Primary Primary Primary Primary Primary Primary Primary Primary Primary
(primary, secondary
or combination)

7. Options granted 1,878,000 10,916,787 135,000 175,000 50,000 75,000 50,000 65,000 25,000 12,301,100 45,000,000
under the Plan as
at March 31,
2015 (Nos.)

8. Options 865,000 3,787,081 35,000 35,000 Nil Nil Nil 10,000 12,500 12,301,100 Nil
outstanding as at
April 1, 2014 (Nos.)

9. Options granted Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil 45,000,000

Suzlon Energy Limited, Annual Report 2014-15

during the year
ended March 31,
2015 (Nos.)

10. Options vested Nil Nil Nil Nil Nil Nil Nil 2,500 3,125 N.A. Nil
during the year
ended March 31,
2015 (Nos.)

11. Options exercised Nil Nil Nil Nil Nil Nil Nil Nil Nil 10,095,000 Nil
during the year
ended March 31,
2015 (Nos.)

12. Total number of Nil Nil Nil Nil Nil Nil Nil Nil Nil 10,095,000 Nil
shares arising as a
result of exercise
of options (Nos.)

13. Options forfeited 50,000 70,004 Nil Nil Nil Nil Nil Nil Nil Nil 734,400
/ cancelled during
the year ended
March 31, 2015
(Nos.)

14. Options lapsed / Nil 3,717,077 35,000 Nil Nil Nil Nil Nil Nil 2,206,100 Nil
expired during the
year ended March
31, 2015 (Nos.)
 Special ESOP 2009 forming part of ESOP Perpetual I
Special ESOP
ESOP 2007 ESPS 2014
Sr. 2014
Particulars (Tranche I) (Tranche II) (Tranche III) (Tranche IV) (Tranche V) (Tranche VI) (Tranche VII) (Tranche VIII)
No.
Scheme III Scheme IV Scheme V Scheme VI Scheme VII Scheme VIII Scheme X Scheme XI Scheme XII Scheme XIII Scheme XIV

15. Options in force 815,000 Nil Nil 35,000 Nil Nil Nil 10,000 12,500 Nil 44,265,600
as at March 31,
2015 (Nos.)

16. Options 815,000 Nil Nil 35,000 Nil Nil Nil 10,000 9,375 Nil 22,132,800
exercisable at the
end of the year

17. Variation of Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil
terms of options
during the year
ended March 31,
2015

18. Money realised Nil Nil Nil Nil Nil Nil Nil Nil Nil 81,769,500 Nil
by exercise of
options (Rs)

19. Loan repaid by N.A. N.A. N.A. N.A. N.A. N.A. N.A. N.A. N.A. N.A. N.A.
the Trust during
the year ended
March 31, 2015

20. Lock-in period, if N.A. N.A. N.A. N.A. N.A. N.A. N.A. N.A. N.A. One year from N.A.
any the date of
allotment

21. Employee wise details of options granted to:

i) Senior Managerial Personnel (including Key Managerial Personnel) - Refer Note 2

ii) Employees Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil
receiving 5% or
more of the total
number of
options granted
during the year
ended March 31,

Suzlon Energy Limited, Annual Report 2014-15

2015

iii) Employees Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil

53
granted options
equal to or
exceeding 1% of
the issued capital
 Special ESOP 2009 forming part of ESOP Perpetual I
Special ESOP
ESOP 2007 ESPS 2014
Sr. 2014
Particulars (Tranche I) (Tranche II) (Tranche III) (Tranche IV) (Tranche V) (Tranche VI) (Tranche VII) (Tranche VIII)
No.

54
Scheme III Scheme IV Scheme V Scheme VI Scheme VII Scheme VIII Scheme X Scheme XI Scheme XII Scheme XIII Scheme XIV

22. Diluted EPS on (20.09)

issue of shares on
exercise
calculated in
accordance with
AS 20 (Rs)

23. Method used to The Company uses intrinsic value based method of accounting for determining the compensation cost for the Schemes
account for the
Plan

24. Difference The Company has provided Rs Nil (Rs Nil) at the rate of Rs 182.60 per option under Scheme II, Rs Nil (Rs Nil) at the rate of Rs 2.20 per option under Scheme III, Rs Nil (Rs. Nil) at the rate of Rs 22.25 per option and Rs 4.75 per
between
employee option under Scheme IV– Tranche I, Rs 0.09 Crore (Rs Nil) at the rate of Rs 15.45 per option and Rs Nil per option under Scheme V– Tranche II, Rs Nil (Rs 0.05 Crore) at the rate of Rs 12.29 per option and Rs 0.60 per option under

Suzlon Energy Limited, Annual Report 2014-15

compensation Scheme VI – Tranche III, Rs Nil (Nil) at the rate of Rs 11.09 per option under Scheme VII – Tranche IV, Rs Nil (Rs Nil) at the rate of Rs Nil per option under Scheme VIII - Tranche V, Rs Nil (Rs Nil) at the rate of Rs Nil per option under
cost calculated
using intrinsic Scheme IX, Rs Nil (Nil) at the rate of Rs 0.05 per option under Scheme X – Tranche VI, Rs Nil (Rs Nil) at the rate of Rs Nil per option under Scheme XI - Tranche VII, Rs Nil (Rs Nil) at the rate of Rs Nil per option under Scheme XII –
value of stock
Tranche VIII, Nil (Rs 1.77 Crore) at the rate of Rs 1.75 per option under Scheme XIII, Rs 7.67 (Rs Nil) at the rate of Rs 3.00 per option under Scheme XIV for the year ended March 31, 2015. The value of option is calculated as a
options and
employee difference between intrinsic value of options and exercise price. Had the Company adopted the fair value method based on 'Black-Scholes' model for pricing and accounting the options, the cost would have been Rs 43.32 (Rs
compensation
cost that shall 43.32) per option for Scheme III, Rs 49.28 (Rs 49.28) per option and Rs 42.54 (Rs 42.54 ) per option for Scheme IV-Tranche-I, Rs 39.95 (Rs 39.95) per option, Rs 34.27 (Rs 34.27) per option for Scheme V – Tranche II, Rs 30.73 (Rs
have been 30.73) per option, Rs 26.39 (Rs 26.39) per option for Scheme VI–Tranche-III, Rs 28.68 (Rs 28.68) per option for Scheme VII – Tranche IV, Rs 21.16 (Rs 21.16) per option for Scheme VIII – Tranche V, Rs 29.12 (Rs 29.12) per option
recognised if the
fair value of the for Scheme IX, Rs 24.50 (Rs 24.50) per option for Scheme X – Tranche VI, Rs 22.67 (Rs 22.67) per option for Scheme XI – Tranche VII, Rs 9.25 (Rs 9.25) per option for Scheme XII – Tranche VIII, Rs 1.77 (Rs Nil) per option for Scheme
options had been
XIII, Rs 13.18 (Rs Nil) per option for Scheme XIV and accordingly the loss after tax would have been higher by Rs 26.00 Crore (Rs 0.02 Crore).
used and the
impact of this
difference on
profits and EPS of
the Company

25. Weighted average exercise price and weighted average fair value of options, exercise price of which is less than the market price on the date of grant:

i) Weighted 90.50 70.00 / 87.50 61.80 / 77.25 46.76 / 58.45 44.36 47.70 54.35 54.15 20.85 8.10 26.95
average exercise
price (Rs)

ii) Weighted 43.32 42.54/49.28 34.27/39.95 26.39 / 30.73 28.68 21.16 24.50 22.67 9.25 1.77 13.18
average fair value
(Rs)
 Special ESOP 2009 forming part of ESOP Perpetual I
Special ESOP
ESOP 2007 ESPS 2014
(Tranche I) (Tranche II) (Tranche III) (Tranche IV) (Tranche V) (Tranche VI) (Tranche VII) (Tranche VIII) 2014
Sr.
Particulars
No.
Scheme IV Scheme VII Scheme VIII Scheme X Scheme XI Scheme XII Scheme XIII Scheme XIV
Scheme III Scheme V Scheme VI

26. Significant assumptions used to estimate fair values of options granted during the year

i) Risk free interest 8.20% 8.20% 8.20% 8.20% 8.20% 8.20% 8.20% 8.20% 8.20% N.A. 8.0%
rate

ii) Expected life 6 5 5 5 5 5 5 5 5 N.A. 2.8

(years)

iii) Expected 48.90% 48.90% 48.90% 48.90% 48.90% 48.90% 48.90% 48.90% 48.90% N.A. 65.10%
volatility

iv) Dividend yield Nil Nil Nil Nil Nil Nil Nil Nil Nil N.A. Nil

v) The price of the 92.70 92.25 77.25 59.05 55.45 47.70 54.85 52.40 20.85 N.A. 29.95
underlying share
in market at the
time of option
grant (Rs)

The Securities and Exchange Board of India (SEBI) has issued SEBI (Share Based Employee Benefits) Regulations, 2014 which are effective from October 28, 2014. Prior to that SEBI (Employee Stock Option Scheme and
Employee Stock Purchase Scheme) Guidelines, 1999 were in force for all stock option schemes established after June 19, 1999. In accordance with SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme)
Guidelines, 1999, the excess of the market price of the underlying equity shares as of the date of grant over the exercise price of the option, including upfront payments, if any, had to be recognised and amortised on a straight
line basis over the vesting period. The equity shares issued / to be issued under ESOP 2007, Special ESOP 2009, ESPS 2014 and Special ESOP 2014 of the Company rank / shall rank pari passu in all respects including dividend
with the existing equity shares of the Company.

Notes:

1. During the year under review, in terms of Special ESOP 2009 – Tranche I (Scheme IV) and Tranche II (Scheme V), all vested options had to be exercised on or before October 5, 2014 and January 30, 2015 respectively and
accordingly 3,717,077 and 35,000 unexercised options under Special ESOP 2009 – Tranche I (Scheme IV) and Tranche II (Scheme V)respect ively have lapsed / expired during the year under review. Similarly in terms of
ESPS 2014 (Scheme XIII), all vested options had to be exercised on or before April 15, 2014 and accordingly 2,206,100 unexercised options under ESPS 2014 (Scheme XIII) have lapsed / expired during the year under
review. During the previous year, 225,500 unexercised options under ESOP 2006 (Scheme II) had lapsed / expired on November 23, 2013 and 5,919,000 unexercised options under Special ESOP 2007 (Scheme IX) had
lapsed / expired on March 31, 2014 and hence details of ESOP 2006 (Scheme II) and Special ESOP 2007 (Scheme IX) have not been provided.

Suzlon Energy Limited, Annual Report 2014-15

55
2. The details of options granted to senior managerial personnel (including the key managerial personnel in term of Companies Act,
2013) of the Company under various active ESOPs / ESPS are given as under:

Name of senior Designation No. of stock No. of stock No. of No. of Stock
managerial personnel options options granted equity options
granted under under Special shares granted
ESOP 2007 ESOP 2009 under Under Special
ESPS 2014 ESOP 2014

Tulsi R.Tanti Chairman and Managing Nil Nil Nil Nil

Director

Kirti Vagadia1 Group Head, Finance 50,000 500,000 401,000 1,201,500

Dr. V. V. Rao Chief Human Resource Nil 85,572 400,000 1,251,000

Officer and Chief Quality
Officer

Ishwar Mangal Chief Sales Officer 50,000 196,000 411,000 1,251,000

Rohit Modi Chief Executive Officer, Nil Nil 405,000 1,251,000

International Operations
and New Business

Amit Agarwal2 Chief Financial Officer Nil Nil 405,000 1,251,000

Hemal A.Kanuga Company Secretary and 5,000 30,639 39,400 308,200

Compliance Officer

1
Appointed as Group Chief Financial Officer with effect from August 1, 2015.
2
Resigned as Chief Financial Officer with effect from August 1, 2015.

For and on behalf of the Board of Directors

Tulsi R. Tanti
Place : Mumbai Chairman & Managing Director
Date : July 31, 2015 DIN : 00002283

56 Suzlon Energy Limited, Annual Report 2014-15

 Annexure to Directors' report

FORM NO. MR-3

SECRETARIAL AUDIT REPORT FOR THE FINANCIAL YEAR ENDED 31ST MARCH, 2015
[Pursuant to section 204(1) of the Companies Act, 2013 and ruleNo.9 of the Companies (Appointment and
Remuneration Personnel) Rules, 2014]

To,
The Members,
SUZLON ENERGY LIMITED
CIN L40100GJ1995PLC025447
"Suzlon", 5, Shrimali Society, Near Shri Krishna Complex,
Navrangpura, Ahmedabad-380009

We have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate
practices by SUZLON ENERGY LIMITED (hereinafter called the company). Secretarial Audit was conducted in a manner that provided us a
reasonable basis for evaluating the corporate conducts/statutory compliances and expressing our opinion thereon.
Based on our verification of the SUZLON ENERGY LIMITED’s books, papers, minute books, forms and returns filed and other records
maintained by the company and also the information provided by the Company, it's officers, agents and authorized representatives during
the conduct of secretarial audit, we hereby report that in our opinion, the company has, during the audit period covering the financial year
ended on 31st March, 2015, generally complied with the statutory provisions listed hereunder and also that the Company has proper
Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:
We have examined the books, papers, minute books, forms and returns filed and other records maintained by SUZLON ENERGY LIMITED
(“the Company”) for the financial year ended on 31st March, 2015 according to the provisions of:
(i) The Companies Act, 2013 (the Act) and the rules made thereunder;
(ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the rules made there under;
(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;
(iv) Foreign Exchange Management Act, 1999 and the rules and regulations made there under to the extent of Foreign Direct
Investment, Overseas Direct Investment and External Commercial Borrowings;
(v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act’)
(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;
(b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992;
(c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009;
(d) The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme)
Guidelines, 1999:
(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008: (Not applicable to
the Company during the Audit Period)
(f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993
regarding the Companies Act and dealing with client:
(g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009: (Not applicable to the
Company during the Audit Period)
and
(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998: (Not applicable to the Company
during the Audit Period)
(vi) As informed to us there are no other laws as applicable specifically to the company;
We have also examined compliance with the applicable clauses of the following:
(i) Secretarial Standards issued by The Institute of Company Secretaries of India. Secretarial Standards are not made
mandatory by the Government of India during the period, hence clauses of such standards are not made applicable and
hence not commented upon.
(ii) The Listing Agreements entered into by the Company with BSE Limited and National Stock Exchange of India Limited.
During the period under review the Company has generally complied with the provisions of above mentioned Acts,
Rules, Regulations, Guidelines, Standards, etc. subject to the following observations:
• The company has not requisite number of Independent Directors as required under the clause 49 of the listing
agreement.
• Company has not complied with the Clause 49(III)(B) of the Listing Agreement in relation to Audit Committee
meeting held on 31st October, 2014.

Suzlon Energy Limited, Annual Report 2014-15 57

We further report that
The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors except that
of Independent Directors as required under the Clause 49 of the Listing Agreement. The changes in the composition of the Board of
Directors that took place during the period under review were carried out in compliance with the provisions of the Act.
There is a system for sending the notice to all directors to schedule the Board Meetings, but the agenda and detailed notes on agenda were
sent at least seven days in advance and a system exists for seeking and obtaining further information and clarifications on the agenda items
before the meeting and for meaningful participation at the meeting.
All the decision in the board meetings were carried through by majority while there were no dissenting members’ views and hence not
captured and recorded as part of the minutes.
We further report that there are adequate systems and processes in the company commensurate with the size and operations of the
company to monitor and ensure compliance with above referred applicable laws, rules, regulations and guidelines.
We further report that during the audit period the company has taken following actions or enter into events having a major bearing on the
company’s affairs in pursuance of the above referred laws, rules, regulations, guidelines, standards, etc.
• Implementation of Special Employee Stock Option Plan, 2014.
• Various allotments of shares to Corporate Debt Restructuring (CDR) Lenders, to Promoters and others on conversion of Compulsory
Convertible Debentures, preferential allotments, under ESOP and ESPS and on conversion of Foreign Currency Convertible Bonds.
• Restructuring of existing Foreign Currency Convertible Bonds and allotment of Foreign Currency Convertible Bonds in lieu thereof.
• Decision to divest to the extent of 75% of Suzlon Energy (Tianjin) Limited, a Joint Venture Company.
• Divestment from Senvion SE, Germany, step down wholly owned subsidiary.
• Approval of shareholders by way of Postal Ballot Process for divestment in Senvion SE, Germany and to make investments, give
loans, guarantees and provide securities not exceeding Rs. 3000 Crores as per section 186 of the Companies Act, 2013 and to
approve divestment in SE Forge Limited and approval of Preferential allotment of 100 crore equity shares to Mr. Dilip Shanghvi
Family & Associates (Investor Group).
• On 13th February, 2015 a Share holders Agreement was executed with Mr. Dilip Shanghvi Family & Associates (Investor Group) to
subscribe to 100 Crore Equity Shares at Rs. 18/- per share aggregating to Rs. 1800 Crore.

Place: Pune Dinesh Joshi

Date : 31st July, 2015 Partner,
Kanj & Associates,
Company Secretaries
FCS No: 3752
C P No.:2246

To,
The Members,
SUZLON ENERGY LIMITED
CIN L40100GJ1995PLC025447
"Suzlon", 5, Shrimali Society, Near Shri Krishna Complex,
Navrangpura,
Ahmedabad-380009
Our report of even date is to be read along with this letter.
1. Maintenance of Secretarial record is the responsibility of the management of the Company. Our responsibility is to express an
opinion on these secretarial record based on our audit.
2. We have followed the audit practices and process as were appropriate to obtain reasonable assurance about the correctness of the
contents of the Secretarial records. The verification was done on test basis to ensure that correct facts are reflected in secretarial
records. We believe that the process and practices, we followed provide a reasonable basis for our opinion.
3. We have not verified the correctness and appropriateness of financial records and Books of Accounts of the Company.
4. Wherever required, we have obtained the Management representation about the compliance of laws, rules and regulations and
happening of events, etc.
5. The compliance of the provisions of Corporate and other applicable laws, Rules, Regulations, standards is the responsibility of
management. Our examination was limited to the verification of procedures on test basis.
6. The Secretarial Audit report is neither an assurance as to the future viability of the Company nor of the efficacy or effectiveness with
which the management has conducted the affairs of the company.

Place: Pune Dinesh Joshi

Date : 31st July, 2015 Partner,
Kanj & Associates,
Company Secretaries
FCS No: 3752
C P No.:2246

58 Suzlon Energy Limited, Annual Report 2014-15

MANAGEMENT DISCUSSION AND ANALYSIS
Global Wind Market and Outlook

After a slump in calendar year (CY) 2013, the wind market bounced back strongly in CY 2014 by growing 44% with an annual installation of
49 GW. The market was mainly driven by surge in installations in China, USA, Germany and Brazil. The offshore wind segment grew
marginally with over 4 GW under construction.
Indian market experienced significant growth of 34% with 2.3 GW capacity installed in CY2014 due to restoration of Accelerated
Depreciation (AD) and continued investment from Independent Power Producers (IPPs). Healthy project pipeline by IPPs coupled with
ambitious target of 60 GW by 2022 from current level of 23 GW set by the new Government will continue to drive the market growth in
India. The government has also gone ahead for amending the Electricity Act 2003, which is lying with the Parliament for approval and
national tariff policy. The proposed amendments will lead to two distinct things as under:
• Renewable Generation Obligation (RGO), which will be applicable to Greenfield conventional power capacities in the future, where
in they will have to procure certain percentage of off-take from Renewable Energy as a function of their installed capacity;
• Stricter enforcement of Renewables Purchase Obligation (RPO) as specified by various State Electricity Regulatory Commissions
(SERCs)
The industry is poised for a record volume in CY 2015 to reach annual market size of 58 GW. The growth will be driven mainly by the end of
the policy cycle in key markets particularly in China, USA and carryover of offshore wind capacity in Germany. Brazil and Canada will also
witness huge installations.
Wind Market Outlook (in GW)

CAGR +15% 57.8

Total
51.3
48.8
China
24.5

19.9 20.5 Americas

33.9

Europe
14.4 14.1
10.9 12.2
ROW
3.9
11.4 10.6 10.1
10.6 India
2.5 3.3
1.7 2.5 2.7 3.0
1.7 1.6 2.3 1.7 3.3 2.2 Offshore
2013 2014 2015e 2016e
Source : MAKE Consulting

The long term outlook of wind market continues to remain strong with Levelized Cost Of wind Energy becoming competitive vis-à-vis new
fossil fuel plants in key markets. Wind market is likely to undergo a transition to market mechanism from 2017 to 2020 responding to
regulatory reforms underway in key wind markets. The long-term future for wind is underpinned mainly by its efficiency and cost
effectiveness in relationship with other conventional fossil fuels. New products are being introduced with a significantly improved yield
curve and also to harness wind energy from low wind sites. In addition to cost competitiveness, energy security concerns and climate
change issue continues to play key roles in shaping the future growth of renewables including wind energy.
Group Outlook
The Suzlon Group (‘the Group’) today is well positioned for a new phase of growth. The Group has over a billion dollar order book in India
and a sizeable pipeline in International business markets. The Group remains a leading wind turbine manufacturer globally with over 14.5
GW of wind installation in 17 countries. Financial restructuring, including Senvion sale and turnaround efforts are making the Group leaner
and stronger to harness growing opportunities both in turbine business and Operations and Maintenance Service (OMS) business. On top
of a 60GW Wind Energy target, the Government has also set ambitious targets for Solar Energy of 100 GW by 2022. This is opening up
opportunity to diversify and grow for the Group. India will remain a key market for Suzlon’s growth in near term. The Group also have a
major share in the volume from Public Sector Units (PSU) / tender segment wherein wind installations over 1.5 GW completed till date and
with an amended circular issued by Ministry of Corporate Affairs (MCA), there is going to be a larger investment by both central and state
owned PSUs in the future, where the Group is in a position to grab a major market share.
Products and technology
Technology is the key enabler for competitiveness in the wind space. The Group’s state of the art R&D facilities in Europe and India have led
to the development of a comprehensive product portfolio, ranging from sub MW to 2.1 MW wind turbines and tower height of up to 120
meter. With a focus on reducing the cost of energy and thereby improving IRR for the customers, the Group launched two new products
over the last two years.
Suzlon has started serial production of S97 with 120 meter hybrid tower which is the tallest and first of its kind wind tower in India. This will
enhance energy output by 10 per cent to 15 per cent over S97 with 90 meter tower, converting many low wind sites into commercially
viable sites. The prototype of new product S111 – 2.1 MW has already been installed both in India and USA. S111 is specially designed for
lower wind-speed sites delivering energy yield improvements of about 20 per cent over the existing platform of S97 at same Hub height.
This product is likely to give Suzlon a huge competitive advantage particularly in Indian wind market. The Group continued its product
innovation and research and development drive at R&D centers in Germany, The Netherlands, Denmark and India.

Suzlon Energy Limited, Annual Report 2014-15 59

Group updates

Despite a tough year, Suzlon Group, including Senvion, achieved seventh and sixth place globally in annual and cumulative capacity
installations respectively, in CY 2014. The global market share in 2014 as per MAKE Consulting was 4.9% in Annual and 7.1% on Cumulative
basis. Suzlon Group, including Senvion, featured amongst top 5 OEMs in both America and EMEA (Europe, Middle East and Africa) region with
a market share of 6% and 9% respectively as per the Make Report. Suzlon would limit its focus on key and profitable International markets.

Suzlon also maintained a top three position in India with installations of 442 MW in FY 2014-15. Indian Wind market is forecasted to
rebound on the back of reinstatement of Accelerated Depreciation (AD), increasing Feed-in-Tariffs in several states and with GBI benefits
continuing to be in place for five years. Suzlon is well positioned to continue its market dominance.

Our focus as a Group during FY 2014-15 was on comprehensive liability management, de-leveraging of balance sheet and on operational
turnaround. The successful steps towards financial restructuring by the end of the year along with improving business efficiency and
reduced fixed cost have helped Suzlon Wind to commence process of increasing volumes and reducing losses. However, in the process
Suzlon has to book sizeable losses related to divestment of Senvion. Suzlon is now well positioned for resuming a new phase of growth with
higher focus on key market.

Key initiatives

The Management Team has laid out clear plans to address key priorities in FY16, namely –

1. Regain market share in India

2. Improve contribution margin by maximizing energy yield, reduced cost of turbine and timely execution of projects
3. Focus on core and profitable International markets
4. Enhance machine availability and higher customer satisfaction through better OMS offerings
5. Establish and grow Solar and IPP verticals as independent businesses
With these focus areas, the management team believes that the Group is well positioned to reach a level of long term sustainability to
resume its growth trajectory and deliver significant value to its stakeholders.
Business risks and mitigation

The Group has an active risk management and mitigation strategy, taking a fairly wholesome view of the internal and external
environment to proactively address challenges, to the extent possible. Key elements of the program are summarized below:

Operational risks

Technology: Introducing and improving salability of turbines for low-wind sites has been one of the subjects of continuous focus, with the
objective to make technology deliver the maximum output at the lower wind speed sites.
In addition to improving the technology for the future, optimizing existing models to deliver maximum power output at low wind is of
significant importance to ensure best utilization of the current model. With these objectives, the technology for the existing S97 90m
turbine was explored for improvement by realizing a prototype for 120m height. Now we entered into serial production and based on the
demand ramp-up is under progress. Last year we had conceptualized S111 turbines and now the proto turbine of S111 is up and running
successfully and this product will go for serialized production.
Technological efforts in Operations and Maintenance of installed turbines continue to be employed for the assurances of supply of
alternatives, particularly when there is a component phase-out. Technology continues to collect, compile and analyse field reports for
possible technical issues that may be critical for future designs.
Supply chain risk: Critical components like Gearbox, Bearings, Converter and Blades have a long ramp-up duration which would inhibit
agility. The group is working constantly to create alternative sources through expansion of the vendor base, localisation and
standardisation of certain components to keep the costs of procurement under check.

Financial risks

Foreign exchange risk: A significant part of the Suzlon Group’s revenue, costs, assets and liabilities are denominated in foreign currencies.
Un-hedged trade and financial exposure thus creates potential to adversely impact our projects and overall profitability. Foreign Exchange
Risks arising from imports and exports relating to our operating cycle are recognized at the contractual juncture and are attempted to be
hedged progressively at various stages of project life cycle, depending upon the nature of the transactions and in accordance with the
hedging policy and strategy of the Company. During the year, risk management practices continued to focus on minimizing the economic
impact on company’s profitability arising from fluctuations in exchange rates.
Interest rate risk: We were exposed to high interest rates at the Group level. Post formalisation of Corporate Debt Restructuring Proposal (CDR
Proposal), risks associated with interest rate fluctuation have been substantially mitigated with fixing the interest rate regime on the term
debts for a longer period. However, our INR borrowing interest rates continue to be linked to banks’s base rate. And any upward revision in
banks base rate will have a corresponding impact on our overall borrowing costs. In the present macroeconomic environments, such a risk is
rather remote due to softening INR interest rates with declining inflation scenario and the trend is expected to continue in near future.
We also have significant amount of foreign currency borrowings which are denominated in USD. Besides, we also avail buyer’s credit in
some of our import transaction which creates interest rate risk exposure.
We currently do not hedge our interest rate exposures.

60 Suzlon Energy Limited, Annual Report 2014-15

Credit risk: Our operations entail Project Sales and Operations and Maintenance Services (OMS) of wind farm.
Project Sales entail milestone based payments and are linked to financial closure at our customers. A large part of the payments are
received as per milestone linked payment schedule during the project implementation phase and only a small residual portion, usually not
exceeding 5-10% of the project cost remains as receivable after the project completion and hand over of the Wind Turbine Generator to
the customers. Therefore credit risks are rather limited in the project business. Even after the project is handed over, there are significant
dependencies between customers and Suzlon which works as a strong mitigant to any significant credit risks.
Our Operations and Maintenance Services entail monthly maintenance charges recovery from a large number of customers. This risk is
mostly quite fragmented in nature. We have adequate processes in place as part of the standard operating procedures in our OMS
organization to deal with the risk associated with any defaults and also for dispute resolution.
Internal control systems and their adequacy
Our internal management audit team periodically undertakes independent reviews of risks, controls, operations and procedures,
identifying control and process gaps and recommending business solutions for risk mitigation. The Company runs in-house risk and
misconduct management unit which supports management to assess, evaluate, strengthen and institutionalise value system from the
standpoint of ethical business practices. With regular reporting mechanism, a stage gate system has been established. Complaints
received under whistle-blower policy are evaluated on a regular basis.
The Audit Committee of the Board periodically reviews the company’s management audit reports, audit plans and recommendations of
the auditors and managements’ responses to those recommendations. The Audit Committee met four times during the year.
Corporate Social Responsibility (CSR)
At Suzlon, our CSR Mission statement gives us direction in strategizing and planning towards achievement of our goal of “Powering a
greener tomorrow”.
“Corporate Social Responsibility at Suzlon means living corporate values, with the goal of:
• Having minimal impact on the natural environment
• Enabling local communities to develop their potential
• Empowering employees to be responsible civil society members
• Committing ourselves to ethical business practices that are fair to all the stakeholders
So that we can collectively contribute towards creating a better world for all”
Suzlon has made a positive choice of engaging in a business which helps the environment by reducing pollution of electricity generation.
As responsible corporate, it also implements many activities in focused manner to enhance natural resources through CSR. Suzlon
Foundation, a Section 25 non-profit company formed in 2007, helps Suzlon in its efforts to achieve environmental, social and economic
sustainability by enhancing natural, social, human, physical and financial resources around its wind farms and factory areas. Going beyond
philanthropy approach, it has incorporated sustainability perspective even in its CSR programs which are implemented through Suzlon
Foundation.
Overall Outreach: In 2014-15 we have reached out to 512 villages, worked with 123,271 families and 20,404 students of 299 schools,
vaccinated 160,311 animals to increase productivity, and installed 175 solar systems for alternative energy source where there was none.
The stakeholder contribution to our programs has been worth staggering Rs 44.05 lakh.
Preserving Natural Resources: Being in renewable energy sector, preserving natural resources is the mainstay of the programs under CSR.
During the year 14-15, we involved 13192 students and villagers to plant trees in schools and villages and to nurture them. 23,267 trees
have been planted and awareness sessions on preserving natural environment have been conducted. Plantation has been done along the
roads and around 68 Wind Turbine Generators and seeds were broadcast on the hills. Clean India Drives were conducted in all locations in
7 states where we have wind farms. We also collected and recycled 2902 Kg solid waste.
Enabling local communities: Social sustainability can be achieved only if we empower the local communities and support local
institutions. In the year under report we have supported and strengthened 764 community based organizations. The ultimate aim is to
make the groups so empowered that they themselves are able to take up small development activities needed in the village, and find
solutions for bigger once by collaborating with govt. and other agencies.
Empowering employees: An organization can only be as responsible as its employees. Thus, employee involvement forms a considerable
part of CSR activities. They are encouraged to participate in socially and environmentally responsible programs. Total 1,766 number of
employees participated in these activities contributing 1,138 days.
Committing to ethical business practices: Responsible action needs to be followed in spirit, not just on paper. The grooming begins with
CSR sessions in induction programs of new joinees. This session includes exercises on responsible practices. Apart from this, in effort to
disseminate Suzlon’s Code of Conduct to all levels, an Integrity Workshop Training Module has been evolved by Suzlon Foundation. These
sessions were conducted for 458 employees in 5 states.
We received prestigious CII-ITC Sustainability Award Commendation for Significant Achievement in Corporate Social Responsibility for the
year 2014.
Sustainability in Value Chain

Suzlon has always been a proponent of environmental, social and economic sustainability. Being a renewable energy company, it already
contributes substantially towards mitigation of climate change. Sustainability aspects are addressed through various initiatives taken up
by business units and CSR team. Aiming to enhance sustainability in supply chain, Suzlon has taken up focused activities to improve:
• Energy Efficiency
• Waste Management
• Strengthening Environment Management System ISO 14001

Suzlon Energy Limited, Annual Report 2014-15 61

Non-financial indicators for FY 14-15

Indicator CO2e*

Indirect Emissions from electricity consumption1 12788 (metric tonnes)

Emissions avoided by renewable energy generation
(by Group owned turbines in India) in the year2 23778 (metric tonnes)
Emissions avoided annually by Suzlon Group powered turbines
(India and Sri Lanka)3 12.85 (million metric tonnes)
Emissions avoided annually by Suzlon Group
Globally4 1090857 (metric tonnes)
Emissions of blade waste disposal by combustion avoided
due to co-processing5 3147 (metric tonnes)
Emissions avoided at blade waste co-processor’s facility6 873 (metric tonnes)
Notes:
*Carbon dioxide equivalent or CO2e, refers to a metric measure used to compare the emissions from various greenhouse gases on the basis of their global-
warming potential (GWP), by converting amounts of other gases to the equivalent amount of carbon dioxide with the same global warming potential.
1 Emissions emitted data is limited to Indirect Emissions Scope 2 (as defined in the Greenhouse Gas Protocol, Corporate Accounting Standard) for SEL,
India. (Source: user_guide_ver9-co2 calculator for grid india, by Central Electricity Authority, 2014)
2 Refers to emissions avoided by Suzlon Group owned turbines, as on 31st March 2015 in India.
3 Refers to emissions avoided by Suzlon Group powered turbines, as on 31st March 2015 in India and Sri Lanka.
4 Refers to carbon emissions avoided by Suzlon Group powered turbines based on installation summary as on 31st March 2015, calculated on the basis
of average capacity factor sourced from BTM Consult – A part of Navigant Consulting, World Market Update 2011, published March 2012
5 Refers to emissions of disposal of blade waste by combustion that were avoided by sending it for co-processing in India
6 Refers to emissions avoided at co-processor’s facility by replacing coal with the blade waste for fuel in their cement kilns in FY14-15 (India only)

Highlights of consolidated results:

A. Sources of funds

1. Share capital
Rs in Crore
Particulars March 31, 2015 March 31, 2014
Authorised share capital 1,500 1,100
Issued share capital 745 501
Subscribed and fully paid-up share capital 742 498

The subscribed and fully paid-up share capital stood at Rs 742 Crore as compared to Rs 498 Crore on March 31, 2014. The
increase of Rs 244 Crore is primarily on account issuance of equity shares to CDR Lenders, bondholders on conversion of
Foreign Currency Convertible Bonds and Promoters.

2. Reserves and surplus

Rs in Crore
Particulars March 31, 2015 March 31, 2014
Capital reserve 23 23
Capital reserve on consolidation 0* 0*
Capital redemption reserve 15 15
Legal and statutory reserve 133 133
Unrealised gain on dilution 160 160
Securities premium account 6,833 5,193
Employees stock options outstanding 8 10
Foreign currency translation reserve ('FCTR') 1,268 1,577
Foreign currency monetary item translation difference account ('FCMIT') (697) 335
General reserve 858 858
Minority share of losses (0)* (38)
Statement of profit and loss (18,465) (9,307)
Total (9,864) (1,041)

*Less than Rs 1 Crore

62 Suzlon Energy Limited, Annual Report 2014-15

 (a) Securities premium account

The securities premium account stood at Rs 6,833 Crore as compared to Rs 5,193 Crore on March 31, 2014. The
increase of Rs 1,640 Crore is on account of issuance of new equity shares during the year.

(b) Foreign currency translation reserve (‘FCTR’)

The change in FCTR is due to exchange fluctuation resulting from translation of the accounts of overseas subsidiaries
into reporting currency of the parent company i.e. INR.

(c) Statement of profit and loss

Statement of profit and loss moved significantly due to the impairment provision in the value of goodwill on
divestment of Senvion in addition to the business losses incurred during the year..

3. Loan funds

a. Long-term borrowings
Rs in Crore
Particulars March 31, 2015 March 31, 2014

Secured loans 8,537 10,566

Unsecured loans 2,249 1,075
Total – non current portion 10,786 11,641
Current maturities of long-term borrowings 2,449 1,889
Total 13,235 13,530

The Group has availed long-term borrowings of Rs 7 Crore and has repaid Rs 308 Crore during the year. Long- term
borrowings of Rs 2,449 Crore due for repayment in next financial year are disclosed as ‘current maturities of long-term
borrowings’ in other current liabilities and this figure primarily represents repayment obligation of term loans.

b. Short-term borrowings
Rs in Crore
Particulars March 31, 2015 March 31, 2014

Secured loans 4,374 3,291

Unsecured loans 202 232
Total 4,576 3,523

Short-term borrowings stood at Rs 4,576 Crore as compared to Rs 3,523 Crore on March 31, 2014. The increase of Rs 1,053
Crore is primarily on account of additional working capital loans and facilities. Majority of secured borrowings are part of
CDR package.

4. Deferred tax liability, net

Deferred tax liability stood at Rs 649 Crore as compared to Rs 792 Crore on March 31, 2014. Deferred tax assets stood at Rs Nil as
compared to Rs 54 Crore on March 31, 2014. Net decrease in deferred tax liability of Rs 89 Crore is primarily on account of deferred
tax charge for changes in temporary allowances and disallowances calculated as per the tax regulations applicable to respective
entities within the group, reversal of some deferred tax assets and exchange fluctuation resulting from translation of the account
balances of overseas subsidiaries into reporting currency of the parent company i.e. INR.
B. Application of funds
1. Fixed assets
a. Movement in gross block and capital work in progress
Rs in Crore
Particulars March 31, 2015 March 31, 2014
Gross block (tangible and intangible assets) 15,836 17,622
Less: Accumulated depreciation / amortisation 9,992 4,107
Net block 5,844 13,515
Capital work-in-progress 356 433
Total 6,200 13,948

Suzlon Energy Limited, Annual Report 2014-15 63

 Net block stood at Rs 5,844 Crore as compared to Rs 13,515 Crore in previous year. The net reduction of Rs
7,671 Crore includes Rs 6,072 Crore towards provision for impairment in the value of goodwill (refer Note 7 of
consolidated financial statements). Balance reduction is primarily towards depreciation and impact of
currency translation on remaining goodwill and fixed assets based outside India.
b. Capital and other commitments
Capital commitment represents estimated amount of contracts remaining to be executed on capital accounts
and not provided for, net of advances stood at Rs 137 Crore as compared to Rs 135 Crore on March 31, 2014.
Other commitment represents commitment for purchase of goods stood at Rs 3,661 Crore as compared to Rs
3,982 Crore on March 31, 2014.

2. Investments
Rs in Crore
Particulars Non-current Current
March 31, 2015 March 31, 2014 March 31, 2015 March 31, 2014
Non-trade investments 2 4 0* 660**
Investments in Government 0* 0* – –
or trust securities
Investments in SBI mutual – – 250 –
fund
Investments in Debentures 13 – – 43
Total investments 15 4 250 703
*Less than Rs 1 Crore

** Includes investment in Big Sky Wind LLC of Rs 620 Crore which got sold to EverPower during May 2014. As at
March 31, 2015, there was an investment of Rs 250 Crore in SBI mutual fund.

3. Assets other than fixed assets and investments

Rs in Crore
Particulars Non-current Current Total
March 31, March 31, March 31, March 31, March 31, March 31,
2015 2014 2015 2014 2015 2014
Inventories – – 3,361 4,033 3,361 4,033
Trade receivables – – 2,754 2,687 2,754 2,687
Cash and bank balance 130 182 2,543 2,448 2,673 2,630
Loans and advances 368 518 1,392 1,845 1,760 2,363
Due from customers – – 2,091 3,258 2,091 3,258
Other assets 333 139 2,294 496 2,627 635
Total 831 839 14,435 14,767 15,266 15,606

a. Inventories
Inventories stood at Rs 3,361 Crore as compared to Rs 4,033 Crore on March 31, 2015. During the year
inventory holding period has marginally reduced from 102 days to 99 days. There is reduction of Rs 672 Crore
which is primarily on account of improved project execution.
b. Trade receivables
Trade receivables stood at Rs 2,754 Crore as compared to Rs 2,687 Crore on March 31, 2014. During the year
there is marginal increase of Rs 67 Crore.
c. Cash and bank balance
Cash and bank balance stood at Rs 2,673 Crore as compared to Rs 2,630 Crore on March 31, 2014. Cash and
bank balance with Senvion stands at Rs 2,067 Crore, the same being under ‘ring fencing’ mechanism agreed
with the lenders of Senvion.
d. Loans and advances
Loans and advances stood at Rs 1,760 Crore as compared to Rs 2,363 Crore on March 31, 2014. This includes
advances to vendors for goods, services and land, tax credits and payments, security deposits, prepaid
expense etc.
e. Due from customers
Due from customers stood at a reduced figure of Rs 2,091 Crore as compared to Rs 3,258 Crore on March 31,
2014. It represents unbilled revenue in relation to construction contracts, primarily outside India.

64 Suzlon Energy Limited, Annual Report 2014-15

 f. Other assets
Other assets stood at Rs 2,627 Crore as compared to Rs 635 Crore on March 31, 2014. There is an increase of
Rs 1,992 Crore of which Rs 1,800 Crore is towards share application money receivable from an investor group
towards preferential allotment of equity shares and Rs 250 Crore is towards forward contract receivables.

4. Liabilities and provisions

Rs in Crore
Particulars Non-current Current Total
March 31, March 31, March 31, March 31, March 31, March 31,
2015 2014 2015 2014 2015 2014
Trade payables – – 4,556 5,285 4,556 5,285
Other payables 103 81 1,537 1,780 1,640 1,861
Premium payable on redemption – – – 399 – 399
of FCCBs
Due to customers – – 131 211 131 211
Advance from customers – – 2,093 2,409 2,093 2,409
Interest accrued on borrowings – – 242 147 242 147
Provisions 288 274 1,574 2,201 1,862 2,475
Total 391 355 10,133 12,432 10,524 12,787

Liabilities and provisions stood at Rs 10,524 Crore as compared to Rs 12,787 Crore on March 31, 2015. There is an overall
reduction of Rs 2,263 Crore which is primarily on account of:

a. Reduction in trade and other payables on account of payment to vendors and movement in exchange rates.
b. Reduction in advances from customers on account of order execution.
c. Conversion of premium payable on redemption of FCCBs into new FCCBs.
d. Utilisation from guarantee and warranty provisions.

C. Cash Flow

Net cash generated from operating activities is Rs 1,119 Crore. Net cash used in investing activities is Rs 787 Crore, of which Rs 250
Crore is towards investment in mutual fund and Rs 736 Crore is towards purchase of fixed assets. Net cash used in financing
activities of Rs 199 Crore is primarily on account of proceeds from long-term and short-term borrowings of Rs 1,112 Crore and cash
utilized towards repayment of long-term borrowings of Rs 308 Crore and payment of interest of Rs 1,010 Crore.

D. Results of operations

Rs in Crore
Particulars March 31, 2015 March 31, 2014
Revenue from operations 19,837 20,212
Other operating income 118 191
EBIDTA 316 (141)
Depreciation and amortisation 809 777
EBIT (493) (918)
Finance costs 2,065 2,070
Finance income 53 71
Loss before tax and exceptional items (2,505) (2,917)
Exceptional items (gain)/loss 6,312 487
Tax 317 144
Share of (profit) / loss of minority (24) 28
Loss after tax (9,158) (3,520)

Principal components of results of operations

1. Revenue from operations
Revenue from operations reduced marginally by 2% from Rs 20,212 Crore in FY 2013-14 to Rs 19,837 Crore in FY 2014-15.
2. Other operating income
Other operating income reduced by 38% from Rs 191 Crore in FY 2013-14 to Rs 118 Crore in FY 2014-15.
3. Cost of goods sold (‘COGS’)
COGS as a percentage of sales reduced to 68.7% during the year as compared to 71.4% in the previous year. The improved ratio
reflects favourable product and market mix, continuous efforts by the Group in value engineering and improved sourcing abilities
and favorable movement of currency.

Suzlon Energy Limited, Annual Report 2014-15 65

4. Other expenses
The other expenses have come down to Rs 3,793 Crore in FY 2014-15 as compared to Rs 3,877 Crore in FY 2013-14, in spite of
exchange difference loss of Rs. 485 Cr in FY 2014-15 as compared to loss of Rs. 256 Cr in FY 2013-14. Continuing efforts of
management to bring down the costs so as to have improved break-even point are paying off in bringing down the overheads.
5. Employee benefit expense
Employee benefit expense reduced marginally from Rs 2,231 Crore in FY 2013-14 to Rs 2,227 Crore in FY 2014-15 representing
11.0% and 11.2% of sales respectively. The efforts to achieve optimal manpower costs are likely to pay off in future.
6. Finance cost
Finance cost reduced marginally from Rs 2,070 Crore in FY 2013-14 to Rs 2,065 Crore in FY 2014-15 representing 10.2% and 10.4%
of sales respectively.
7. Depreciation and amortisation
The Group provided a sum of Rs 809 Crore and Rs 777 Crore towards depreciation and amortisation for the year ended March 31,
2015 and March 31, 2014 respectively.
8. Profit / (loss)
The consolidated EBITDA has increased from negative Rs 141 Crore in FY 2013-14 to positive Rs 316 Crore in FY 2014-15. The
improvement is primarily on account of favourable product and market mix, better operational efficiencies and reduction in
overheads. Similarly consolidated negative EBIT of Rs 493 Crore for the year shows improvement from negative EBIT of Rs 918
Crore in FY 2013-14.
Loss before tax and exceptional items though continues to be substantial, stands at a comparatively lower figure of Rs 2,504 Crore
as against Rs 2,916 Crore in FY 2013-14.
Charge on account of exceptional items stood at Rs 6,312 Crore as compared to charge of Rs 487 Crore in previous year. The
exceptional loss for the year comprises of provision towards impairment in value of goodwill of Rs 6,072Crore on account of
divestment in Senvion, forex loss on restructured FCCBs of Rs 103 Crore, provision for tax litigations of Rs 81 Crore and
Infrastructure development charges of Rs 55 Crore.
Tax expenses increased to Rs 317 Crore as compared to Rs 144 Crore in previous year. It is primarily due to write off of deferred tax
assets during FY 2014-15.
Loss after tax stands at Rs 9,133 Crore as compared to Rs 3,548 Crore in previous year.
Share of loss of minority is negative Rs 24 Crore as compared to profit of Rs 28 Crore in previous year.
As a result of the foregoing factors, net loss for the year stands at Rs 9,158 Crore as compared to Rs 3,520 Crore in previous year.

Cautionary Statement

Suzlon Group has included statements in this discussion, that contain words or phrases such as “will”, “aim”, “likely result”, “believe”,
“expect”, “will continue”, “anticipate”, “estimate”, “intend”, “plan”, “contemplate”, “seek to”, “future”, “objective”, “goal”, “project”,
“should”, “will pursue” and similar expressions or variations of such expressions that are “forward-looking statements”.
All forward-looking statements are subject to risks, uncertainties and assumptions that could cause actual results to differ materially from
those contemplated by the relevant forward-looking statement. Important factors that could cause actual results to differ materially from
the Suzlon Group’s expectations include:
• Variation in the demand for electricity;
• Changes in the cost of generating electricity from wind energy and changes in wind patterns;
• Changes in or termination of policies of state governments in India that encourage investment in power projects;
• General economic and business conditions in India and other countries;
• Suzlon’s ability to successfully implement its strategy, growth and expansion plans and technological initiatives;
• Changes in the value of the INR and other currencies;
• Potential mergers, acquisitions or restructurings and increased competition;
• Changes in laws and regulations;
• Changes in political conditions;
• Changes in the foreign exchange control regulations; and
• Changes in the laws and regulations that apply to the wind energy industry, including tax laws.

For and on behalf of the Board of Directors

Tulsi R. Tanti
Place : Mumbai Chairman & Managing Director
Date : July 31, 2015 DIN : 00002283

66 Suzlon Energy Limited, Annual Report 2014-15

CORPORATE GOVERNANCE REPORT
[As required under Clause 49 of the Listing Agreement with the Stock Exchanges (“Listing Agreement”)]

1. Company’s Philosophy on Corporate Governance

The Company’s corporate governance philosophy rests on the pillars of integrity, accountability, equity, transparency and
environmental responsibility that conform fully with laws, regulations and guidelines. The Company’s philosophy on corporate
governance is to achieve business excellence and maximise shareholder value through ethical business conduct, which also
includes building partnerships with all stakeholders, employees, customers, vendors, service providers, local communities and
government.

The Company is in compliance with the requirements of the corporate governance code as per Clause 49 of the Listing Agreement
except for Clause 49(II)(A)(2) of the Listing Agreement.

2. Board of Directors (the Board): The Board is entrusted and empowered to oversee the management, direction and performance
of the Company with a view to protect interest of the stakeholders and enhance value for shareholders. The Board monitors the
strategic direction of the Company.

Composition – As on March 31, 2015, the Board consists of ten directors, out of whom one is an executive director, two are non-
executive directors, three are nominee directors (including two women directors) and four are independent directors. The
Company is in compliance with Clause 49(II)(A)(1) pertaining to optimum combination of executive and non-executive directors
with at least one woman director and not less than fifty percent of the Board comprising of non-executive directors. The Chairman
of the Board is an executive director and in terms of Clause 49(II)(A)(2), at least half of the Board should comprise of independent
directors. The Company is in the process of reconstituting the Board in order to comply with Clause 49(II)(A)(2) pertaining to
independent directors. In terms of Section 149(4) of the Companies Act, 2013, the Company is in compliance of the requirement of
the appointment of independent directors.

Independent Directors: The Company has, at its Nineteenth Annual General Meeting held on September 25, 2014, appointed Mr.
V.Raghuraman, Mr. Marc Desaedeleer and Mr. Ravi Uppal as Independent Directors for a term of five years with effect from
September 25, 2014 to September 24, 2019. Further, Mr. V.Subramanian was appointed as an Additional Director of the Company
in the capacity as an Independent Director for a term of five years with effect from September 25, 2014 to hold office up to the next
Annual General Meeting of the Company and then till September 24, 2019 subject to his appointment approved by the
shareholders of the Company at the next Annual General Meeting of the Company. In terms of Section 149(7) of the Companies Act,
2013, Mr. V.Raghuraman, Mr. Marc Desaedeleer, Mr. Ravi Uppal and Mr. V.Subramanian, the Independent Directors have given a
declaration to the Company that they meet the criteria of independence as specified under Section 149(6) of the Companies Act,
2013 and Clause 49(II)(B)(1) of the Listing Agreement. Further, in terms of Clause 49(II)(B)(2) of the Listing Agreement, none of the
Independent Directors hold directorship as independent director in more than seven listed companies and none of the
Independent Directors, who is / are serving as a wholetime director, if any, in any listed company, is not serving as independent
director in more than three listed companies. The terms and conditions of appointment of Independent Directors have been
disclosed on the website of the Company as required in terms of Clause 49(II)(B)(4)(b).

All the directors have certified that they are not members of more than ten mandatory committees and do not act as chairman of
more than five mandatory committees in terms of the Listing Agreement across all the companies in which they are directors.

Board Procedure – The Board meets at regular intervals and apart from regular Board business, it discusses policies and strategy
matters. All the necessary documents and information pertaining to the matters to be considered at each Board and Committee
meetings, is made available to enable the Board and Committee members to discharge their responsibilities effectively.

Meetings held during the financial year 2014-15 - During the financial year 2014-15, the Board met seven times on May 30, 2014,
July 25, 2014, August 12, 2014, September 25, 2014, October 31, 2014, January 20, 2015 and February 13, 2015. The gap between
any two board meetings did not exceed one hundred and twenty days. Apart from the physical meetings, the Board / the
Committees also considered and approved certain matters by circular resolutions, which were ratified at the next meeting of the
Board as required in terms of the Companies Act, 2013.

Attendance, Directorships and Committee Positions - The names and categories of the directors on the Board, their attendance
record, the number of directorships and committee positions as on March 31, 2015, are noted below:

Suzlon Energy Limited, Annual Report 2014-15 67

 Attendance at meetings held Total no. of membership of Total no. of chairmanship of
during the financial year the committees of Board as the committees of Board as
Total no.
2014-15 on March 31, 2015 on March 31, 2015
of
directorshi
Name of the director Category
ps as on Membership Chairmanship
Nineteenth March 31, in audit / Membership in audit / Chairmanship
Board AGM on 2015 Stakeholders in other Stakeholders in other
(out of 7) September
Relationship committees Relationship committees
25, 2014
committee committee

Mr. Tulsi R.Tanti, Chairman & 7 Yes 1 1 4 – 4

Promoter Managing Director
DIN : 00002283

Mr. Vinod R.Tanti, Non-Executive 7 Yes 10 7 3 3 –

Promoter Director
DIN : 00002266

Mr. Girish R.Tanti, Non-Executive 6 Yes 1 – 1 – –

Promoter Director
DIN : 00002603

Mr. V. Raghuraman Independent 6 Yes 10 7 4 5 2

DIN : 00411489 Director

Mr. Rajiv Ranjan Jha, a Non-Executive 3 No 1 – – – –

nominee of Power Director
Finance Corporation
Limited
DIN : 03523954

Mr. Marc Desaedeleer Independent 5 Yes 3 – 1 – –

DIN : 00508623 Director

Mr. Ravi Uppal Independent 3 No 3 – – – –

DIN : 00025970 Director

Mrs. Medha Joshi, a Non-Executive 6 Yes 1 1 1 – –

nominee of IDBI Bank Director
Limited
DIN : 00328174

Mr. V. Subramanian1 Independent 2 N.A. 7 6 2 – –

DIN : 00357727 Director

Mrs. Pratima Ram, a Non-Executive N.A. N.A. 5 2 – – –

nominee of State Director
Bank of India2
DIN : 03518633
1
appointed as an additional director in the capacity as Independent Director w.e.f. September 25, 2014 to hold office up to the ensuing Annual General
Meeting and then till September 24, 2019 subject to regularisation of such appointment by the shareholders of the Company at the ensuing Annual General
Meeting.
2
appointed as an additional director in the capacity as nominee director w.e.f. March 27, 2015 to hold office up to the ensuing Annual General Meeting.

Notes:

i) While considering the total number of directorships, directorships in private companies, foreign companies and companies
incorporated under Section 8 of the Companies Act, 2013 have been excluded.
ii) In terms of Clause 49(VIII)(E)(2) of the Listing Agreement, it is hereby disclosed that Mr. Tulsi R.Tanti, Chairman & Managing Director,
is brother of Mr. Vinod R.Tanti and Mr. Girish R.Tanti, the non-executive directors. Except for the relationship between Mr. Tulsi
R.Tanti, Mr. Vinod R.Tanti and Mr. Girish R.Tanti, there is no other inter-se relationship amongst other directors.
Code of Ethics - The Company has prescribed a Code of Ethics for its directors and senior management. The Code of Ethics of the
Company has been posted on its website www.suzlon.com. The declaration from the Chairman & Managing Director in terms of
Clause 49(II)(E)(2) of the Listing Agreement stating that as of March 31, 2015, the Board members and Senior Management
Personnel have affirmed compliance with the Code of Ethics laid down by the Company has been included in this report.
Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information and revised Code of Conduct to
regulate, monitor and report trading by Insiders - The Board of Directors of the Company has approved and adopted the Code of
Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information and the revised Code of Conduct to
regulate, monitor and report trading by Insiders with effect from May 14, 2015 in terms of Regulation 8 and 9 of Securities and
Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 respectively.

68 Suzlon Energy Limited, Annual Report 2014-15

 Familiarisation Programme – In terms of the provisions of Clause 49 of the Listing Agreement, the Company is required to develop
a Familiarisation Programme for the Independent Directors of the Company. Accordingly, the Company has put in place a
Familiarisation Programme for all the newly inducted independent directors. The same is available on the website of the Company
www.suzlon.com.
Separate meeting of Independent Directors – In accordance with the provisions of Schedule IV of the Companies Act, 2013 and
Clause 49(II)(B)(6)(a) of the Listing Agreement, a separate meeting of Independent Directors was held on March 31, 2015 without
the attendance of Non-Independent Directors and members of the management. Considering the fact that the need for a separate
meeting of the independent directors in general and performance evaluation of chairperson / directors in particular are new and
unique requirements in terms of the Companies Act, 2013 and the Listing Agreement, it has been decided that the Independent
Directors of the Company along with the members of the Nomination and Remuneration Committee and other Board Members
should examine the practices followed by other corporates as also guidance issued by the Regulators, if any, over a period of time
and thus should strive to improve the process so that the purpose of having a separate meeting of the independent directors as
prescribed by the Law is served in the interest of the Company.
3. Committees of Board: The Board Committees focus on certain specific areas and make informed decisions within the delegated
authority. Each committee of the Board functions according to its scope that defines its composition, power and role in accordance
with the Companies Act, 2013 and the Listing Agreement. The composition, meetings, attendance and the detailed terms of
reference of various committees of the Board are noted below:
(i) Audit Committee - The Audit Committee of the Board has been constituted as per the requirements of Section 177 of the
Companies Act, 2013 and Clause 49 of the Listing Agreement.
Composition – As on March 31, 2015 and as on date of this report, the Audit Committee consists of three members out of
whom two are independent directors and one is a non-executive director. The Chairman of the Audit Committee is an
independent director. The composition of the Audit Committee is in compliance with the requirements of Section 177(2)
and Clause 49(III)(A) of the Listing Agreement as on March 31, 2015 and as on date of this report.
The Chairman & Managing Director, Chief Financial Officer, representatives of the statutory auditors, internal auditor and
senior officials of the Company are invited to attend the meetings of the Audit Committee from time to time. The Company
Secretary of the Company acts as the secretary to the Audit Committee. The Chairman of the Audit Committee was present
at the Nineteenth Annual General Meeting of the Company held on September 25, 2014.
Meetings and Attendance - During the financial year 2014-15, the Audit Committee met five times on May 30, 2014, July 25,
2014, September 25, 2014, October 31, 2014 and February 13, 2015. The gap between any two Audit Committee meetings
did not exceed four months. The attendance of the members is noted below:
Name of the member Chairman / No. of No. of meetings
Member meetings held attended
Mr. V. Raghuraman Chairman 5 4
Mr. Vinod R. Tanti1 Member 4 4
Mrs. Bharati Rao2 Member 4 2
Mrs. Medha Joshi Member 5 4
Mr. V. Subramanian3 Member 1 1
1
Ceased to be member w.e.f. October 31, 2014.
2
Ceased to be member w.e.f. October 31, 2014.
3
inducted as member w.e.f. October 31, 2014.
Terms of Reference – The broad terms of reference of the Audit Committee include the following:
a) Oversight of the Company’s financial reporting process and the disclosure of its financial information to ensure that
the financial statement is correct, sufficient and credible;
b) Recommendation for appointment, remuneration and terms of appointment of Auditors of the Company;
c) Approval of payment to Statutory Auditors for any other services rendered by the Statutory Auditors;
d) Reviewing, with the management, the annual financial statements and Auditors’ report thereon before submission
to the Board for approval, with particular reference to:
• Matters required to be included in the Directors’ Responsibility Statement to be included in the Board’s report
in terms of clause (c) of sub-section 3 of section 134 of the Companies Act, 2013,
• Changes, if any, in accounting policies and practices and reasons for the same,
• Major accounting entries involving estimates based on the exercise of judgment by management,
• Significant adjustments made in the financial statements arising out of audit findings,
• Compliance with listing and other legal requirements relating to financial statements,
• Disclosure of any related party transactions,
• Qualifications in the draft audit report;
e) Reviewing, with the management, the quarterly financial statements before submission to the Board for approval;
f) Reviewing, with the management, the statement of uses / application of funds raised through an issue (public issue, rights
issue, preferential issue, etc.), the statement of funds utilised for purposes other than those stated in the offer document /
prospectus / notice and the report submitted by the monitoring agency monitoring the utilisation of proceeds of a public or
rights issue, and making appropriate recommendations to the Board to take up steps in this matter;

Suzlon Energy Limited, Annual Report 2014-15 69

 g) Review and monitor the auditor’s independence and performance, and effectiveness of audit process;
h) Approval or any subsequent modification of transactions of the Company with related parties;
i) Scrutiny of inter-corporate loans and investments;
j) Valuation of undertakings or assets of the Company, wherever it is necessary;
k) Evaluation of internal financial controls and risk management systems;
l) Reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal control
systems;
m) Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing
and seniority of the official heading the department, reporting structure coverage and frequency of internal audit;
n) Discussion with internal auditors of any significant findings and follow up there on;
o) Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud
or irregularity or a failure of internal control systems of a material nature and reporting the matter to the Board;
p) Discussion with Statutory Auditors before the audit commences, about the nature and scope of audit as well as post-
audit discussion to ascertain any area of concern;
q) To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders
(in case of non-payment of declared dividends) and creditors;
r) To review the functioning of the Whistle Blower mechanism;
s) Approval of appointment of CFO (i.e., the whole-time Finance Director or any other person heading the finance function
or discharging that function) after assessing the qualifications, experience and background, etc. of the candidate;
t) Carrying out any other function as is mentioned in the terms of reference of the Audit Committee.
During the year under review, in terms of Clause 49 of the Listing Agreement and the Companies Act, 2013, the Audit
Committee has approved the Policy on Material Subsidiary, Policy on materiality of related party transactions and dealing
with related party transactions, Whistle Blower Policy / Vigil Mechanism which is available on the website of Company
www.suzlon.com. The Audit Committee also reviewed and approved the related party transactions from time to time.
(ii) Stakeholders Relationship Committee (formerly Investors’ Grievance Committee) – The Stakeholders Relationship
Committee has been constituted as per the requirements of Section 178(5) of the Companies Act, 2013 and Clause 49 of the
Listing Agreement.
Composition – As on March 31, 2015 and as on date of this report, the Stakeholders Relationship Committee of the Board
consists of three members out of whom two are non-executive directors and one is an executive director. The Chairman of
the Stakeholders Relationship Committee is a non-executive independent director. The composition of the Stakeholders
Relationship Committee is in compliance with the requirements of Section 178(5) and Clause 49(VIII)(E)(4) of the Listing
Agreement as on March 31, 2015 and as on date of this report.
Meetings and Attendance - During the financial year 2014-15, the Stakeholders Relationship Committee met four times on
May 30, 2014, July 25, 2014, October 31, 2014 and February 13, 2015. The attendance of the members is noted below:
Name of the member Chairman / No. of No. of meetings
Member meetings held attended

Mr. V.Raghuraman Chairman 4 3

Mr. Tulsi R.Tanti Member 4 4
Mr. Vinod R.Tanti Member 4 4

The Chairman of the Stakeholders Relationship Committee was present at the Nineteenth Annual General Meeting of the
Company held on September 25, 2014.
Terms of Reference - The broad terms of reference of Stakeholders Relationship Committee includes the following:
a) Redressal of grievances of shareholders, debenture-holders, deposit-holders and any other security holders
including but not limiting to transfer of shares and issue of duplicate share certificates, non-receipt of balance sheet,
non-receipt of declared dividends and any other related grievances;
b) Monitoring transfers, transmissions, dematerialisation, rematerialisation, splitting and consolidation of shares
issued by the Company;
c) And such other acts, deeds, matters and things as may be stipulated in terms of the Companies Act, 2013 and the Listing
Agreement with the Stock Exchanges and / or such other regulatory provisions as also as the Board of Directors may
consider think fit for effective and efficient redressal of grievances of the security holders of the Company.
Name, designation and contact details of the Compliance Officer - Mr. Hemal A.Kanuga, Company Secretary
(M.No.F4126), is the Compliance Officer of the Company. The Compliance Officer can be contacted at the Registered Office
of the Company at: “Suzlon”, 5, Shrimali Society, Near Shri Krishna Complex, Navrangpura, Ahmedabad-380009, Gujarat,
India; Tel.: +91.79.6604 5000; Fax: +91.79.2656 5540; Email: investors@suzlon.com; Website: www.suzlon.com.
Separate email-id for redressal of investors’ complaints - As per Clause 47(f) of the Listing Agreement, the Company has
designated a separate email id (investors@suzlon.com) exclusively for registering complaints by investors.

70 Suzlon Energy Limited, Annual Report 2014-15

 Status of investors’ complaints as on March 31, 2015:
Particulars Opening Received Disposed Pending
balance as on during financial during financial as on
April 1, 2014 year 2014-15 year 2014-15 March 31, 2015
Non Receipt of Refund Orders – – – –
Non Receipt of Electronic – – – –
Credit of Shares
Non Receipt of Dividend Warrants – 35 35 –
Non Receipt of Annual Reports – 22 22 –
Complaints from Stock Exchanges – 3 3 –
Complaints from SEBI / SCORES – 5 5 –
Complaints from legal / consumer – – – –
forums
Total – 65 65 –

There were no complaints pending for more than seven days. There were no pending requests for transfer of shares of the
Company as on March 31, 2015.

(iii) Nomination and Remuneration Committee - The Nomination and Remuneration Committee of the Board has been
constituted as per the requirements of Section 178(1) of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

Composition – As on March 31, 2015 and as on date of this report, the Nomination and Remuneration Committee consists of
three members, out of whom two are independent directors (including the Chairman) and one is non-executive director. The
composition of the Nomination and Remuneration Committee is in compliance with the requirements of Section 178(1) of the
Companies Act, 2013 and Clause 49(IV)(A) of the Listing Agreement as on March 31, 2015 and as on date of this report.

Meetings and Attendance - During the financial year 2014-15, the Nomination and Remuneration Committee met three
times on May 30, 2014, July 25, 2014 and September 25, 2014. The attendance of the members is noted below:

Name of the member Chairman / No. of meetings No. of meetings

Member held attended
Mr. V. Raghuraman Chairman 3 2
Mr. Marc Desaedeleer Member 3 3
Mrs. Medha Joshi Member 3 3

The Chairman of the Nomination and Remuneration Committee was present at the Nineteenth Annual General Meeting of
the Company held on September 25, 2014.
Terms of Reference - The broad terms of reference / role / authority of the Nomination and Remuneration Committee shall,
inter alia, include the following:
a) Formulation of the criteria for determining qualifications, positive attributes and independence of a director and
recommend to the Board a policy, relating to the remuneration of the directors, key managerial personnel and other
employees;
b) Formulation of criteria for evaluation of Independent Directors and the Board;
c) Devising a policy on Board diversity;
d) Identifying persons who are qualified to become directors and who may be appointed in senior management in
accordance with the criteria laid down, and recommend to the Board their appointment and removal;
e) to determine the remuneration of the directors of the Company;
f) for effective implementation and operations of various existing and future employee stock option plans / employee
stock purchase schemes of the Company and to do all such acts, deeds, matters and things including but not limiting to:
• determining the number of options / shares to be granted / offered to each employee and in the aggregate
and the times at which such grants / offers shall be made,
• determining the eligible employee(s) to whom options / shares be granted / offered,
• determining the eligibility criteria(s) for grant of options / shares,
• determining the performance criteria(s), if any for the eligible employees,
• laying down the conditions under which options / shares vested in the optionees / grantees may lapse in case
of termination of employment for misconduct, etc.,
• determining the exercise price which the optionee / grantee should pay to exercise the options / shares;
• determining the vesting period,
• determining the exercise period within which the optionee / grantee should exercise the options / apply for
shares and that options / shares would lapse on failure to exercise the same within the exercise period,
• specifying the time period within which the optionee / grantee shall exercise the vested options / offered
shares in the event of termination or resignation of the optionee / grantee,

Suzlon Energy Limited, Annual Report 2014-15 71

 • laying down the procedure for making a fair and reasonable adjustment to the number of options / shares and to
the exercise price in case of rights issues, bonus issues, sub-division, consolidation and other corporate actions,
• providing for the right to an optionee / grantee to exercise all the options / shares vested in him at one time or
at various points of time within the exercise period,
• laying down the method for satisfaction of any tax obligation arising in connection with the options / shares,
• laying down the procedure for cashless exercise of options / shares, if any,
• providing for the grant, vesting and exercise of options / shares in case of employees who are on long leave or
whose services have been seconded to any other Company or who have joined any other subsidiary or other
company at the instance of the employer company.
Remuneration policy and remuneration to directors:
In accordance with Section 178 of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Nomination
and Remuneration Committee of the Board of Directors approved the ‘Board Diversity and Remuneration Policy’
which is available on the website of the Company www.suzlon.com.
Executive director –
Mr. Tulsi R. Tanti, the Chairman and Managing Director of the Company, has been re-appointed as the Managing
Director of the Company for a further term of three years with effect from April 1, 2014, pursuant to the resolution
passed by the Nomination and Remuneration Committee and the Board respectively at their separate meetings held
on February 14, 2014 and resolution passed by the shareholders of the Company through a postal ballot on March
27, 2014.
Except Mr. Tulsi R. Tanti, all the other Directors are non-executive directors. In terms of the approval granted by the
Central Government, the remuneration payable to Mr. Tulsi R.Tanti, the Managing Director shall not exceed
Rs.1,70,50,000/- per annum. Thus the remuneration paid to Mr. Tulsi R.Tanti during year under review is as under:

Name of the Salary (Rs) Retirement Gratuity Bonus/ Total (Rs) Service Notice
Executive benefits (Rs) Commission/ Contract Period
Director (Rs) Stock options

Mr. Tulsi 15,761,020 920,700 368,280 – 1,70,50,000 Three years –

R.Tanti up to
March 31,
2017

Non-executive directors - The non-executive directors are not paid any remuneration except sitting fees for
attending the meetings of the Board and / or Committees thereof which is within the limits prescribed by the
Companies Act, 2013. The details of the sitting fees paid, stock options granted and shares held by the non-executive
directors during the financial year 2014-15 are as under:

Name of the non-executive director Sitting fees (Rs) Stock options Shareholding
granted in the Company
Mr. Girish R.Tanti 1,40,000 - 100,019,000
1
Mr. Vinod R.Tanti 6,00,000 - 11,367,000
Mr. V. Raghuraman 4,00,000 - -
Mr. Rajiv Ranjan Jha2 60,000 - -
3
Mr. Marc Deseadeleer 1,60,000 - -
Mrs. Bharati Rao4 1,20,000 - -
Mr. Ravi Uppal 60,000 - 1,000
Mrs. Medha Joshi5 2,60,000 - -
6
Mr. V. Subramanian 80,000 - -
Mrs. Pratima Ram7 N.A. - -
1
Mr. Vinod R.Tanti also holds shares in the capacity as karta of HUF and jointly with others.
2
sitting fees paid to Power Finance Corporation Limited.
3
as stated by Mr. Marc Deseadeleer, sitting fees are paid to TRG Management LP, his employer.
4
ceased as a nominee director on Board w.e.f. March 27, 2015.
5
sitting fees paid to IDBI Bank Limited.
6
appointed on Board w.e.f. September 25, 2014.
7
appointed on Board as a nominee director w.e.f. March 27, 2015.

72 Suzlon Energy Limited, Annual Report 2014-15

 Transactions with the non-executive directors - The Company does not have material pecuniary relationship or
transactions with its non-executive directors except following transaction which is covered under related party transactions
as per Accounting Standard-18 forming part of notes to financial statements:
• Payment of rent to the HUF of Mr. Girish R.Tanti to the extent of Rs.60,000/- during the financial year 2014-15.
Board evaluation -
The process for evaluation of performance of the Board has been established. Accordingly, the Board of Directors has
carried out an annual evaluation of its own performance, Board committees and individual directors pursuant to the
provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement.
(iv) Securities Issue Committee
Composition – As on March 31, 2015 and as on date of this report, the Securities Issue Committee of the Board consisted of
three members out of whom, the Chairman is an executive director and other two members are non-executive directors
(including one Independent Director).
Meetings and Attendance - During the financial year 2014-15, the Securities Issue Committee met fifteen times on April 25,
2014, May 16, 2014 (twice), June 17, 2014, July 22, 2014, September 9, 2014, September 25, 2014, October 17, 2014,
November 18, 2014, December 15, 2014, January 13, 2015, February 5, 2015, February 20, 2015, March 19, 2015, March 25,
2015. The attendance of the members is noted below:
Name of the member Chairman / No. of meetings No. of meetings
Member held attended
Mr. Tulsi R.Tanti Chairman 15 14
Mr. Vinod R.Tanti Member 15 14
Mr. V. Raghuraman Member 15 3

Terms of Reference - The broad terms of reference of the Securities Issue Committee includes the following:
a) to offer, issue and allot in one or more tranches, whether rupee denominated or denominated in foreign currency, in
the course of international and / or domestic offering(s) in one or more foreign markets and / or domestic market,
representing such number of Global Depository Receipts (GDRs), American Depository Receipts (ADRs), Foreign
Currency Convertible Bonds (FCCBs) and / or Fully Convertible Debentures and / or Non Convertible Debentures with
warrants or any Other Financial Instruments (OFIs) convertible into or linked to equity shares and / or any other
instruments and / or combination of instruments with or without detachable warrants with a right exercisable by the
warrant holders to convert or subscribe to the equity shares or otherwise, in registered or bearer form (hereinafter
collectively referred to as the ‘Securities’) or any combination of Securities to any person including foreign / resident
investors, whether institutions, incorporated bodies, mutual funds and / or individuals or otherwise, Foreign
Institutional Investors, Promoters, Indian and / or Multilateral Financial Institutions, Mutual Funds, Non-Resident
Indians, employees of the Company and / or any other categories of investors, whether they be holders of shares of
the Company or not through public issue(s) by prospectus, rights issue(s), private placement(s) or a combination
thereof at such time or times, at such price or prices, at a discount or premium to the market price or prices and on
such terms and conditions including security, rate of interest, etc. as may be thought fit in its absolute discretion;
b) to take initiatives for liability management including debt reduction initiatives;
c) to allot equity shares of the Company as may be required to be allotted on exercise of the conversion rights to such
bondholders of various series of bonds issued by the Company and / or as may be issued by the Company from time
to including but not limiting to US$ 200 million Zero Coupon Foreign Currency Convertible Bonds due 2012, US$
20,796,000 7.5% Foreign Currency Convertible Bonds due 2012, US$ 90 million Zero Coupon Foreign Currency
Convertible Bonds due 2014, US$ 175 million 5% Foreign Currency Convertible Bonds due 2016;
d) to allot equity shares of the Company as may be required to be allotted to lenders, promoters and others by way of
preferential allotment or otherwise as part of the CDR package or otherwise;
e) to do all such other acts, deeds, matters and things as already delegated and / or as may be delegated by the Board of
Directors from time to time;
f) to do all such other acts, deeds, matters and things as may be incidental and ancillary to one or more of the above and
/ or to such other acts as already delegated and / or as may be delegated by the Board of Directors from time to time;
g) to sign deeds, documents, forms, letters and such other papers as may be necessary, desirable and expedient.

(v) ESOP Committee

Composition - As on March 31, 2015 and as on date of this report, the ESOP Committee of the Board consists of two
members out of whom, the Chairman is an executive director and the other member is a non-executive director.
Meetings and Attendance - During the financial year 2014-15, the ESOP Committee met once on May 16, 2014. The
attendance of the members is noted below:
Name of the member Chairman / No. of meetings No. of meetings
Member held attended
Mr. Tulsi R.Tanti Chairman 1 1
Mr. Vinod R.Tanti Member 1 1

Suzlon Energy Limited, Annual Report 2014-15 73

 Terms of Reference - The broad terms of reference of the ESOP Committee includes allotment of equity shares of the
Company as may be required to be allotted to such employees of the Company and its subsidiaries arising on exercise of
options granted to such employees of the Company and its subsidiaries in terms of various plans / schemes of the Company
including but not limiting to ESOP-2007, Special ESOP-2007, ESOP-Perpetual-I, Special ESOP 2014, ESPS 2014 and such other
future employee stock option plans / stock purchase schemes of the Company as may be declared from time to time.
(vi) Corporate Social Responsibility (CSR) Committee - During the financial year 2014-15, the Board of Directors constituted
Corporate Social Responsibility Committee in terms of Section 135 of the Companies Act, 2013 comprising of three members
out of whom the Chairman is an executive director and two other members are non-executive directors (including one
Independent Director). The details of composition, meetings and attendance are noted below:
Meetings and Attendance - During the financial year 2014-15, the CSR Committee met once on May 30, 2014. The
attendance of the members is noted below:
Name of the member Chairman / No. of meetings No. of meetings
Member held attended
Mr. Tulsi R.Tanti Chairman 1 1
Mr. Girish R.Tanti Member 1 1
Mr. V. Raghuraman Member 1 1

Terms of Reference - The broad terms of reference of CSR Committee includes the following:
a) formulate and recommend to the Board, a Corporate Social Responsibility Policy which shall indicate the activities to
be undertaken by the Company as specified in Schedule VII to the Companies Act, 2013, as amended, read with Rules
framed thereunder;
b) recommend the amount of expenditure to be incurred on such activities; and
c) monitor the Corporate Social Responsibility Policy of the Company from time to time.
The Board has also approved CSR Policy which has been placed on the website of the Company www.suzlon.com. The Annual
Report on CSR Activities as required to be given under Section 135 of the 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.
(vii) Risk Management Committee – During the financial year 2014-15, the Board of Directors constituted a Risk Management
Committee and also approved Risk Management Policy in accordance with the provisions of revised Clause 49 of the Listing
Agreement which has been placed on the website of the Company www.suzlon.com. The Risk Management Committee
consists of three members out of whom one is an executive director, one is non-executive director and the other member is
the Chief Financial Officer of the Company.
Meetings and Attendance – As on March 31, 2015, no meeting was held of Risk Management Committee. The composition of
members is noted below:
Name of the member Chairman / No. of meetings No. of meetings
Member held attended
Mr. Tulsi R.Tanti Chairman – –
Mr. Vinod R.Tanti Member – –
Mr. Amit Agarwal1 Member – –
1
ceased to be a member since resigned as the Chief Financial Officer w.e.f. August 1, 2015.

(viii) Takeover Committee – In terms of the approval of the Board of Directors of the Company at its meeting held on February 13,
2015, the Company and Dilip Shanghvi family & associates (the ‘Investor Group’) have entered into a share subscription
agreement and the Company, the Existing Promoters (‘PACs’) and the Investor Group have entered into a shareholders’
agreement, consequent to which the requirement for an open offer has been triggered in terms of the Regulation 3(2) and
Regulation 4 of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations,
2011, as amended (‘SAST Regulations’) (the ‘Open Offer’). The Public Announcement of the Open Offer was made on
February 13, 2015 and the Detailed Public Statement has been issued on February 24, 2015 in terms of the SAST Regulations.
The draft Letter of Offer dated March 3, 2015 has been filed with Securities and Exchange Board of India (“SEBI”). Once public
announcement for acquisition of equity shares has been made, the target company is required to fulfil certain obligations in
terms of Regulation 26 of the SAST Regulations. Accordingly, a ‘Takeover Committee’ was formed consisting of two members,
both of whom are independent directors. In terms of Regulation 26(7) of the SAST Regulations, the Committee is required to
provide its written reasoned recommendations on the Open Offer to the shareholders of the Company, which are required to
be published in the format specified under the SAST Regulations, at least two working days before the commencement of the
tendering period. As on March 31, 2015 and as on date of this report, no meeting of the Takeover Committee was required to
be held since observations from SEBI on the draft letter of offer have not yet been received and thus the date for
commencement of the tendering process has not yet been decided.
Meetings and Attendance – As on March 31, 2015, no meeting was held of Takeover Committee. The composition of
members is noted below:

Name of the member Chairman / No. of meetings No. of meetings

Member held attended

Mr. V. Raghuraman Chairman – –

Mr. V. Subramanian Member – –

74 Suzlon Energy Limited, Annual Report 2014-15

4. General Body Meetings:
(i) Details of last three annual general meetings (“AGM’”) - The details of the last three AGMs of the Company are noted
below:
Year & Venue Day, Date Special Resolution
AGM No. and Time

2011-12 J.B. Auditorium, AMA Complex Monday, August i) Issue of Securities to the extent of Rs 5,000 Crores.
Seventeenth AGM ATIRA, Dr. Vikram Sarabhai 13, 2012 at 11.00 a.m.
Marg, Ahmedabad - 380 015
2012-13 J.B. Auditorium, AMA Complex Friday, September 20, i) Issue of Securities to the extent of Rs 5,000 Crores;
Eighteenth AGM ATIRA, Dr. Vikram Sarabhai 2013 at 11.00 a.m. ii) Issue of compulsorily convertible debentures of the
Marg, Ahmedabad - 380 015 Company on preferential basis in terms of ICDR
Regulations to the promoters in consideration of
conversion of the Promoter Unsecured Loan of Rs 145
Crores;
iii) To approve appointment of Mr. Vinod R.Tanti to a place of
profit being the office of Chief Operating Officer in Suzlon
Wind International Limited, wholly owned subsidiary of
the Company.
2013-14 J.B. Auditorium, AMA Complex Thursday, September i) Increase in Authorised Share Capital and Alteration of the
Nineteenth AGM ATIRA, Dr. Vikram Sarabhai 25, 2014 at 11.00 a.m. Capital Clause of the Memorandum of Association of the
Marg, Ahmedabad - 380 015 Company
ii) Issue of equity shares on preferential basis in terms of
ICDR Regulations for the sacrifice by ICICI Bank Limited in
terms of the CDR package
iii) Issue of Securities to the extent of Rs 5,000 Crores

(ii) Details of resolutions passed by way of Postal Ballot – Pursuant to Section 110 of the Companies Act, 2013 read with the
Rules made thereunder, during the financial year 2014-15, the Company had conducted a postal ballot process vide notice
dated February 13, 2015, for obtaining approval of shareholders for the following special resolutions, the results of which
were declared on March 19, 2015. The details of special resolutions passed and voting pattern are noted below:
Resolution No. 1
Special Resolution : To approve divestment in Senvion SE, Germany:
% of Votes % of Votes % of Votes
No. of
No. of shares No. of votes Polled on No. of votes - in favour against on
votes -
Description held polled Outstanding in favour on votes votes
against
shares polled polled

(1) (2) (3)=[(2)/(1)] (4) (5) (6)=[(4)/(2)] (7)=[(5)/(2)]

Promoters & 1052784456 1052784456 100.00 1052784456 0 100.00 0.00

Promoter Group
Public – 1015525550 736476213 72.52 736476213 0 100.00 0.00
Institutional
Holders
Public – Others 1198874526 56537092 4.72 56323950 213142 99.62 0.38
Resolution 3267184532 1845797761 56.50 1845584619 213142 99.99 0.01
Total : (1)
Note: The No. of votes polled does not include the invalid votes and votes not polled, which are 23386.

Resolution No. 2
Special Resolution : To make investments, give loans, guarantees and provide securities beyond the prescribed limits

% of Votes % of Votes % of Votes

No. of
No. of shares No. of votes Polled on No. of votes - in favour against on
votes -
Description held polled Outstanding in favour on votes votes
against
shares polled polled

(1) (2) (3)=[(2)/(1)] (4) (5) (6)=[(4)/(2)] (7)=[(5)/(2)]

Promoters & 1052784456 1052784456 100.00 1052784456 0 100.00 0.00

Promoter Group
Public – 1015525550 617862796 60.84 433211550 184651246 70.11 29.89
Institutional
Holders

Public – Others 1198874526 56514751 4.71 56175442 339309 99.40 0.60

Resolution
3267184532 1727162003 52.86 1542171448 184990555 89.29 10.71
Total: (2)
Note: The No. of votes polled does not include the invalid votes and votes not polled, which are 118658523.

Suzlon Energy Limited, Annual Report 2014-15 75

 Resolution No. 3

Special Resolution : To approve divestment in SE Forge Limited

% of Votes % of Votes % of Votes

No. of
No. of shares No. of votes Polled on No. of votes - in favour against on
votes -
held polled Outstanding in favour on votes votes
Description against
shares polled polled

(1) (2) (3)=[(2)/(1)] (4) (5) (6)=[(4)/(2)] (7)=[(5)/(2)]

Promoters & 1052784456 1052784456 100.00 1052784456 0 100.00 0.00

Promoter Group

Public – 1015525550 617862796 60.84 582416333 35446463 94.26 5.74

Institutional
Holders
Public – Others 1198874526 56534854 4.72 56323713 211141 99.63 0.37
Resolution 3267184532 1727182106 52.86 1691524502 35657604 97.94 2.06
Total : (3)
Note: The No. of votes polled does not include the invalid votes and votes not polled, which are 118638598.

Resolution No. 4

Special Resolution : To approve issue of up to 100 Crores equity shares of the Company on preferential basis in terms of ICDR
Regulations to certain persons / entities

% of Votes % of Votes % of Votes

No. of
No. of shares No. of votes Polled on No. of votes - in favour against on
votes -
held polled Outstanding in favour on votes votes
Description against
shares polled polled

(1) (2) (3)=[(2)/(1)] (4) (5) (6)=[(4)/(2)] (7)=[(5)/(2)]

Promoters & 1052784456 1052784456 100.00 1052784456 0 100.00 0.00

Promoter Group

Public – 1015525550 617862796 60.84 585308985 32553811 94.73 5.27

Institutional
Holders
Public – Others 1198874526 56522534 4.71 56320283 202251 99.64 0.36
Resolution 3267184532 1727169786 52.86 1694413724 32756062 98.10 1.90
Total : (4)
Note: The No. of votes polled does not include the invalid votes and votes not polled, which are 118651102.
Name of scrutinizer:
Mr. D S M Ram, (Membership No.14939 and Certificate of Practice No.4239), Proprietor of DSMR & Associates, Company
Secretaries, Hyderabad was appointed as the Scrutinizer for the purposes of the postal ballot.
Procedure of postal ballot:
The postal ballot process was conducted in accordance with the provisions of Section 110 of the Companies Act, 2013 read
with Rule 22 of the Companies (Management and Administration) Rules, 2014.
None of the resolutions proposed for the ensuing Annual General Meeting need to be passed through the postal ballot.
5. Disclosures:
i) Subsidiary Companies – The requirements with respect to subsidiaries in terms of Clause 49(V) of the Listing Agreement have
been complied with. The Audit Committee of the Board of Directors of the Company approved ‘Policy on Material Subsidiary’.
The said Policy has been placed on the website of the Company www.suzlon.com.
ii) Disclosure on materially significant related party transactions – The Audit Committee of the Board of Directors of the
Company approved ‘Policy on materiality of related party transactions and dealing with related party transactions’. The said
Policy has been placed on the website of the Company www.suzlon.com.
The Company has entered into various transactions with related parties as defined under Section 2(76) of the Companies
Act, 2013 in the ordinary course of business and on arm’s length basis; in accordance with the provisions of the Companies
Act, 2013 read with the Rules made thereunder, Clause 49 of the Listing Agreement and the ‘Policy on materiality of related
party transactions and dealing with related party transactions’.

76 Suzlon Energy Limited, Annual Report 2014-15

 Sale of Senvion SE, a step down wholly owned subsidiary (a material subsidiary)
During the year under review, a binding agreement was signed with Centerbridge Partners LP, USA on January 22, 2015 to
sell 100% stake in Senvion SE, a step down wholly owned subsidiary of the Company. The deal was valued at euro one billion
equity value in an all cash transaction and future earn out of up to an additional euro fifty million, the closing of which was
subject to regulatory, financing and other customary closing conditions.
On April 29, 2015, the sale transaction got concluded. The sale of Senvion SE is aligned with the group’s strategy to reduce
the debt and focus on the home market and high growth market like USA and emerging markets like China, Brazil, South
Africa, Turkey and Mexico. As a part of the deal, Senvion will give Suzlon license for off-shore technologies for the Indian
market and Suzlon will give Senvion the S111-2.1 MW license for the USA market.
iii) Disclosure of accounting treatment - The Company follows mandatory accounting standards as notified under Section 133
of the Companies Act 2013, read with Rule 7 of the Companies (Accounts) Rules 2014 issued by the Ministry of Corporate
Affairs in the preparation of financial statements and in the opinion of the Company, it has not adopted a treatment different
from that prescribed in any accounting standard.
iv) Risk management - The risk assessment and minimisation procedures are in place and the Audit Committee of the Board is
regularly informed about the business risks and the steps taken to mitigate the same. The Board of Directors constituted a
Risk Management Committee and also approved Risk Management Policy in accordance with the provisions of Clause 49 of
the Listing Agreement which is available on the Company’s website www.suzlon.com. The Company’s risk management and
mitigation strategy has been discussed in the Management Discussion and Analysis Report forming part of this Annual
Report.
v) Proceeds from public issues, rights issues, preferential issues, etc. – During the year and up to the date of this report, the
Company has allotted equity shares and compulsorily convertible debentures on preferential basis under Chapter VII –
“Preferential Issue” of Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations,
2009 and the proceeds thereof have been utilised in terms of the objects of the issue, wherever applicable. The details of
preferential allotments made during the year and up to the date of this report have been provided at Point No.5 of the
Directors’ Report under the heading “Capital”.
vi) Management Discussion and Analysis Report - The Management Discussion and Analysis Report on the operations and
financial position of the Company has been provided in a separate section which forms part of this Annual Report.
vii) Profile of directors seeking appointment / re-appointment - Profile of the directors seeking appointment / re-appointment
as required to be given in terms of Clause 49(VIII)(E)(1) of the Listing Agreement forms part of the Notice convening the
ensuing Annual General Meeting of the Company.
viii) Certification from Managing Director and Chief Financial Officer - The requisite certification from the Chairman &
Managing Director and Chief Financial Officer for the financial year 2014-15 required to be given under Clause 49(IX) of the
Listing Agreement was placed before the Board of Directors of the Company at its meeting held on May 29, 2015.
ix) Details of non-compliance with regard to capital market - With regards to the matters related to capital markets, the
Company has complied with the requirements of the Listing Agreement as well as SEBI regulations and guidelines. There
were no penalties imposed or strictures passed on the Company by the stock exchanges, SEBI or any other statutory
authority on any matter related to capital markets, during last three years.
x) Payment of fees to stock exchanges / depositories - The Company has paid listing fees to the stock exchanges for the
financial year 2015-16 in terms of Clause 38 of the Listing Agreement. The annual custodial fees for the financial year 2015-
16 will be paid upon the receipt of invoices to the National Securities Depository Limited and Central Depositories Services
(India) Limited on the basis of number of beneficial accounts maintained by them as on March 31, 2015.
xi) Details of compliance with mandatory requirements and adoption of non-mandatory requirements of Clause 49 of the
Listing Agreement with the stock exchanges - The Company has complied with all the mandatory requirements as
mandated under Clause 49 of the Listing Agreement (except for Clause 49(II)(A)(2) pertaining to independent directors). A
certificate from the statutory auditors of the Company to this effect has been included in this Annual Report.
xii) Whistle Blower Policy – In terms of Clause 49 of the Listing Agreement and the Companies Act, 2013, the Company has
Whistle Blower Policy and Vigil Mechanism in place, which is available on its website www.suzlon.com. The employees,
vendors and customers are free to express their concerns through e-mail, telephone, fax or any other method to the persons
as mentioned in the policy.
With a view to support its corporate governance philosophy, the Company has established Risk and Misconduct
Management Unit which assesses, evaluates, strengthens and institutionalises integrity as a value, supports ethical
business practices and formalises good corporate governance processes.
xiii) Means of Communication -
a) Quarterly / Annual Results - The quarterly / annual results and notices as required under Clause 41 of the Listing
Agreement are normally published in the ‘The Financial Express’ (English & Gujarati editions).
b) Posting of information on the website of the Company - The annual / quarterly results of the Company,
shareholding pattern, the official news releases, notifications to the stock exchanges and the presentations made by
the Company to analysts and institutional investors are regularly posted on its website www.suzlon.com. The
Company is in compliance of Clause 54 of the Listing Agreement.
xiv) Details of unclaimed shares in terms of Clause 5A(I) of the Listing Agreement - In terms of Clause 5A(I) of the Listing
Agreement, the details of equity shares allotted pursuant to the Initial Public Offering (IPO) which are unclaimed and are
lying in demat suspense account are given below:

Suzlon Energy Limited, Annual Report 2014-15 77

 Particulars No. of Cases No. of Shares
Aggregate number of shareholders and the outstanding shares in the
suspense account lying at the beginning of the year i.e. as on April 1, 2014 109 9,600
Number of shareholders who approached to Issuer / Registrar for transfer
of shares from suspense account during the year 2014-15 – –
Number of shareholders to whom shares were transferred from suspense
account during the year 2014-15 – –
Aggregate number of shareholders and the outstanding shares in the suspense
account lying at the end of the year i.e. as on March 31, 2015 109 9,600

The voting rights on these shares lying in the demat suspense account shall remain frozen till the rightful owners of such
shares claim the shares.

6. General Shareholder Information

i) Annual General Meeting : Twentieth Annual General Meeting

Day and date : Monday, September 28, 2015
Time : 11.00 a.m.
Venue : J.B.Auditorium, AMA Complex, ATIRA,
Dr. Vikram Sarabhai Marg, Ahmedabad - 380015

ii) Financial calendar for 2015-16 (tentative schedule)

Financial year : April 1 to March 31
Board meetings for approval of quarterly results :
1st Quarter ended on June 30, 2015 : within 45 days from the close of quarter
2nd Quarter ended on September 30, 2015 : within 45 days from the close of quarter
3rd Quarter ended on December 31, 2015 : within 45 days from the close of quarter
4th Quarter ended on March 31, 2016 and
Annual results for financial year ended
March 31, 2016 (audited) : Within 60 days from the close of financial year
Annual General Meeting for the year 2015-16 : In accordance with Section 96 of Companies Act, 2013
iii) Book closure date : Wednesday, September 23, 2015 to
Monday, September 28, 2015 (both days inclusive)
iv) Dividend payment date : N.A.
v) Listing on stock exchanges and Stock Codes:
Securities Name of Stock Exchanges on which listed Stock Codes
Equity National Stock Exchange of India Limited (NSE),
Shares “Exchange Plaza”, Bandra-Kurla Complex, Bandra (East), Mumbai-400051 SUZLON
BSE Limited (BSE), P.J. Towers, Dalal Street, Mumbai-400001 532667
GDRs* Luxembourg Stock Exchange, 11, av de la Porte-Neuve. L-2227 Luxembourg US86960A1043
London Stock Exchange, 10 Paternoster Square, London, EC4M 7LS SUEL
FCCBs Singapore Exchange Securities Trading Limited, As per details
2, Shenton Way, Suite 19-00, SGX Centre 1, Singapore, 068804 given below

*GDRs are listed on Luxembourg Stock Exchange only, however are traded on both Luxembourg Stock Exchange and London
Stock Exchange.
vi) International Securities Identification Number (ISIN):
Security ISIN
Equity Shares INE040H01021
GDRs US86960A1043
FCCBs:
USD 175,000,000 5% Convertible Bonds Due 2016 (5% April 2016 Bonds) XS0614325156
USD 546,916,000 Step-up Convertible Bonds due 2019 (Restructured Bonds)
- For Restricted Global Certificates XS1081332873
- For Unrestricted Global Certificates XS1081332527

vii) Corporate Identification Number : L40100GJ1995PLC025447

78 Suzlon Energy Limited, Annual Report 2014-15

viii) Market Price Data: Monthly high, low quotations and trading volumes of the Company’s equity shares during the financial
year 2014-15 at NSE and BSE are noted below:

Stock Exchange NSE BSE

Month High Low No. of shares traded High Low No. of shares traded
April-14 15.60 11.00 420,323,436 15.55 11.00 72,194,879
May-14 26.45 13.20 602,440,721 26.50 13.25 138,539,538
June-14 36.75 23.55 568,683,544 36.80 23.60 130,799,172
July-14 28.85 20.45 85,762,264 28.95 20.55 29,613,841
August-14 24.90 20.55 124,084,189 24.90 20.60 42,968,011
September-14 24.45 12.90 133,396,649 24.40 12.95 39,853,141
October-14 14.00 10.85 517,168,804 13.99 10.89 110,960,758
November-14 15.65 13.30 322,641,450 15.67 13.35 69,369,710
December-14 15.55 12.10 409,558,738 15.54 12.15 99,641,661
January-15 18.60 13.70 1,012,793,498 18.55 13.70 269,772,744
February-15 29.30 16.00 1,746,252,078 29.30 16.00 414,032,742
March-15 31.35 24.55 1,138,192,536 31.35 24.50 280,220,937

ix) Performance of share price of the Company in comparison with broad-based indices

a) Comparison of the Company’s share price with NSE Nifty

b) Comparison of the Company’s share price with BSE Sensex

c) Comparison of the Company’s share price with BSE capital goods index

Suzlon Energy Limited, Annual Report 2014-15 79

x) Registrar and share transfer agents : Karvy Computershare Private Limited, Unit: Suzlon Energy Limited, Karvy Selenium,
Tower B, Plot 31 & 32, Gachibowli, Financial District, Nanakramguda, Hyderabad -500032. Toll Free No. 1800-3454-001;
Website: www.karvycomputershare.com. Email: einward.ris@karvy.com. Contact person: Mr. Anandan K., Manager and
Mr. K. S. Reddy, Asst. General Manager.
Share transfer system: The shares of the Company are compulsorily traded in dematerialised form. Shares received in
physical form are transferred within a period of fifteen days from the date of lodgement subject to documents being valid
and complete in all respects. In order to expedite the process of share transfer in line with corporate governance
requirements, the Company has delegated the power of share transfer to registrar and share transfer agent - Karvy
Computershare Private Limited.
All communications regarding change of address (if the shares are held in physical form), transfer of shares and change of
mandate (if the shares are held in physical form) can be addressed to Karvy Computershare Private Limited, Hyderabad, our
registrar and share transfer agent.

xii) Distribution of shareholding as on March 31, 2015:

a) Distribution of shareholding as per nominal value of shares held as on March 31, 2015:

Nominal value No. of % to total Total no. of Nominal % to total

of shares held Shareholders Shareholders shares held amount of shares
shares held
Up to 5000 840,585 94.48 281,947,993 563,895,986 7.60
5001-10000 25,416 2.86 94,522,256 189,044,512 2.55
10001-20000 12,263 1.38 92,202,307 184,404,614 2.49
20001-30000 3,637 0.41 45,724,396 91,448,792 1.23
30001-40000 2,049 0.23 37,286,706 74,573,412 1.01
40001-50000 1,135 0.13 26,315,245 52,630,490 0.71
50001-100000 2,343 0.26 85,075,382 170,150,764 2.29
100001 & above 2,276 0.25 3,044,640,910 6,089,281,820 82.12
Total 889,704 100.00 3,707,715,195 7,415,430,390 100.00

b) Shareholding pattern as on March 31, 2015:

Category of shareholders No. of shares % of total

of Rs 2 each shares
Promoters (including persons acting in concert) 1,052,784,456 28.39
Foreign Institutional Investors 543,031,243 14.65
Non-resident Indians/Overseas Corporate Bodies/Foreign Nationals 41,681,178 1.12
Mutual Funds, Financial Institutions and Banks 807,587,751 21.78
Private Corporate Bodies / Trust / Clearing Members 364,386,190 9.83
Resident Indians 889,785,853 24.00
GDRs 8,458,524 0.23
Total 3,707,715,195 100.00

xiii) Dematerialisation of shares: The equity shares of the Company are compulsorily traded in dematerialised form and are
available for trading under National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited
(CDSL). The International Security Identification Number (ISIN) of the Company under Depository System is INE040H01021.
Number of shares held in dematerialised and physical mode as on March 31, 2015 are noted below:
Particulars No. of shares % of total
of Rs 2 each shares
Shares held in dematerialised form with NSDL 3,131,242,545 84.46
Shares held in dematerialised form with CDSL 407,631,461 10.99
Shares held in physical form 168,841,189 4.55
Total 3,707,715,195 100.00

xiv) Outstanding GDRs or any other convertible instruments, conversion date and likely impact on equity:
a) Global Depository Receipts (GDRs): The outstanding GDRs as on March 31, 2015 are 2,114,631 representing
8,458,524 equity shares of Rs.2/- each. Each GDR represents four underlying equity shares in the Company.
b) Foreign Currency Convertible Bonds (FCCBs): During the year under review, 84,84,32,304 equity shares of Rs.2/-
each have been allotted to the Bondholders pursuant to conversion of 217,796 USD 546,916,000 Step-up
Convertible Bonds due 2019. The details of outstanding convertible securities as on March 31, 2015 are as under:

80 Suzlon Energy Limited, Annual Report 2014-15

 Series Outstanding Outstanding Exchange Convertible Conversion
Amount (USD) Amount (USD) Rate on or before Price
as on July 15, as on March
2014 31, 2015
USD 546,916,000 Step-up 546,916,000 329,120,000 60.225 July 9, 2019 15.46
Convertible Bonds Due 2019
(Restructured Bonds)
USD 175,000,000 5% 28,800,000 28,800,000 44.5875 April 6, 2016 54.01
Convertible Bonds Due 2016
(5% April 2016 Bonds)

Post March 31, 2015 and till the date of this Report, certain Bondholders forming part of the Restructured Bonds
have elected to convert their respective bonds aggregating to 30,302 bonds worth USD 30,302,000 into 118,042,549
equity shares of the Company and accordingly the details of outstanding convertible securities as on date of this
Report are as under:
Series Outstanding Exchange Convertible Conversion
Amount (USD) Rate on or before Price
as on date of
this Report
USD 546,916,000 Step-up 298,818,000 60.225 July 9, 2019 15.46
Convertible Bonds due 2019
(Restructured bonds)
USD 175,000,000 5% Convertible 28,800,000 44.5875 April 6, 2016 54.01
Bonds due 2016
(5% April 2016 bonds)

xv) Factory Locations:

Plot No.H-24 & H-25, M.G. Udyognagar Plot No.77, 13, Opp.GDDIC, Vanakbara Road,
Indl. Estate, Dabhel, Daman-396210 Village Malala, Diu-362520
Plot No.306/1 & 3, Bhimpore, Nani Daman, Survey No.86/3-4, 87/1-3-4, 88/1-2-3, 89/1-2,
Daman-396210 Kadaiya Road, Daman-396210
Survey No.42/2 & 3, 54, 1 to 8, Plot No. A/4, OIDC, M.G.Udhyog Nagar, Dabhel,
Bhenslore Road, Dunetha, Daman-396210 Nani Daman, Daman-396210
RS.No.9/1A,9/1B,9/3,9/1C,9/2,10/1,10/3,58/1, Block No. 93, Opp. Gayatri Petroleum,
9/4A,9/4B,57/1,57/3,58/2,58/3,58/5,58/6,57/4, National Highway No.8, Village Vadsala-Varnama,
59, Thiruvandralkoil, Opp. Whirlpool India Ltd., Vadodara-391242
Pondicherry – 605107
Survey No.588, Paddar, Bhuj-370105 Survey No.282, Chhadvel (Korde), Sakri, Dhule-424305
Technical Service Centre - Plot No. H-24 & H-25,
M.G. Udyognagar Indl. Estate, Dabhel,
Daman – 396210

xvi) Address for correspondence: Registered Office: “Suzlon”, 5, Shrimali Society, Near Shri Krishna Complex, Navrangpura,
Ahmedabad-380009, Gujarat, India; Tel.: +91.79.6604 5000; Fax: +91.79.2656 5540; Email: investors@suzlon.com;
Website: www.suzlon.com.

For and on behalf of the Board of Directors

Place : Mumbai Tulsi R.Tanti

Date : July 31, 2015 Chairman & Managing Director
DIN : 00002283

Suzlon Energy Limited, Annual Report 2014-15 81

 DECLARATION REGARDING COMPLIANCE WITH THE CODE OF ETHICS OF THE COMPANY AS PER
CLAUSE 49(II)(E)(2) OF THE LISTING AGREEMENT

May 27, 2015.

The Board of Directors of

Suzlon Energy Limited,
''Suzlon'', 5, Shrimali Society,
Near Shri Krishna Complex,
Navrangpura,
Ahmedabad-380009.

Dear Sirs,

Sub.: Declaration regarding compliance with the Code of Ethics of the Company.
Ref.: Clause 49(II)(E)(2) of the Listing Agreement.

I, Tulsi R.Tanti, Chairman & Managing Director of Suzlon Energy Limited hereby declare that, as of 31st March 2015, the Board Members and
Senior Management Personnel have affirmed compliance with the Code of Ethics laid down by the Company.

Thanking you,

Yours faithfully,
For Suzlon Energy Limited
-sd-
Tulsi R.Tanti,
Chairman & Managing Director.
DIN : 00002283

____________________________________________________________________________________________________________

Auditors' certificate
To,
The Members of Suzlon Energy Limited,
We have examined the compliance of conditions of corporate governance by Suzlon Energy Limited, for the year ended on March 31, 2015,
as stipulated in Clause 49 of the Listing Agreement of the said Company with stock exchanges.
The compliance of conditions of corporate governance is the responsibility of the management. Our examination was limited to
procedures and implementation thereof, adopted by the Company for ensuring the compliance of the conditions of the Corporate
Governance. It is neither an audit nor an expression of opinion on the financial statements of the Company.
In our opinion and to the best of our information and according to the explanations given to us, except for compliance of clause 49(II)(A)(2)
of the Listing Agreement relating to the minimum number of independent directors; we certify that the Company has complied with the
conditions of corporate governance as stipulated in the above mentioned Listing Agreement.
We further state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency or effectiveness
with which the management has conducted the affairs of the Company.

For SNK & Co. For S.R. BATLIBOI & Co. LLP
ICAI Firm Registration No.109176W ICAI Firm Registration No.301003E
Chartered Accountants Chartered Accountants

per Sanjay Kapadia per Paul Alvares

Partner Partner

Membership No. : 38292 Membership No. : 105754

Place : Mumbai Place : Mumbai
Date : July 31, 2015 Date : July 31, 2015

82 Suzlon Energy Limited, Annual Report 2014-15

 STANDALONE FINANCIAL STATEMENTS
Independent Auditor's Report

To the Members of Suzlon Energy Limited

Report on the Financial Statements

1. We have audited the accompanying standalone financial statements of Suzlon Energy Limited (“the Company”), which comprise
the Balance Sheet as at March 31, 2015, the Statement of Profit and Loss, Cash Flow Statement for the year then ended, and a
summary of significant accounting policies and other explanatory information.

Management’s Responsibility for the Standalone Financial Statements

2. The Company’s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (“the Act”) with
respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial
performance and cash flows of the Company in accordance with accounting principles generally accepted in India, including the
Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This
responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding
of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate
accounting policies; making judgments and estimates that are reasonable and prudent; and the design, implementation and
maintenance of adequate internal financial controls that were operating effectively for ensuring the accuracy and completeness of the
accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free
from material misstatement, whether due to fraud or error.

Auditor’s Responsibility

3. Our responsibility is to express an opinion on these standalone financial statements based on our audit. We have taken into account
the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report
under the provisions of the Act and the Rules made thereunder. We conducted our audit in accordance with the Standards on
Auditing, issued by the Institute of Chartered Accountants of India, as specified under Section 143(10) of the Act. Those Standards
require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether
the financial statements are free from material misstatement.

4. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements.
The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the
financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial
control relevant to the Company’s preparation of the financial statements that give a true and fair view in order to design audit
procedures that are appropriate in the circumstances but not for the purpose of expressing an opinion on whether the Company
has in place an adequate internal financial controls system over financial reporting and the effectiveness of such internal controls.
An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting
estimates made by the Company’s Directors, as well as evaluating the overall presentation of the financial statements. We believe
that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the standalone
financial statements.

Opinion

5. In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial
statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the
accounting principles generally accepted in India of the state of affairs of the Company as at March 31, 2015, its loss, and its cash
flows for the year ended on that date.

Emphasis of Matter

6. We draw attention to Note 5 of the accompanying financial statements in respect of contingency related to 'compensation payable
in lieu of bank sacrifice', the outcome of which is materially uncertain and cannot be determined currently. Our opinion is not
qualified in respect of this matter.

Report on Other Legal and Regulatory Requirements

7. As required by the Companies (Auditor’s report) Order, 2015 (“the Order”) issued by the Central Government of India in terms of sub-
section (11) of section 143 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 3 and 4 of the Order.

8. As required by section 143(3) of the Act, we report that:

(a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were
necessary for the purposes of our audit;
(b) In our opinion proper books of account as required by law have been kept by the Company so far as it appears from our
examination of those books;
(c) The Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement dealt with by this Report are in agreement with
the books of account;

Suzlon Energy Limited, Annual Report 2014-15 83

 (d) In our opinion, the aforesaid standalone financial statements comply with the Accounting Standards specified under section
133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014;
(e) The matter described under the Emphasis of Matters paragraph above, in our opinion, may have an adverse effect on the
functioning of the Company;
(f) On the basis of written representations received from the directors as on March 31, 2015, and taken on record by the Board
of Directors, none of the directors is disqualified as on March 31, 2015, from being appointed as a director in terms of
section 164 (2) of the Act;
(g) With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit
and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:
i. The Company has disclosed the impact of pending litigations on its financial position in its financial statements –
Refer Note 36 to the financial statements;
ii. The Company has made provision, as required under the applicable laws or accounting standards, for material
foreseeable losses, if any, on long-term contracts including derivative contracts – Refer Note 13 to the financial
statements;
iii. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the
Company

For SNK & Co. For S. R. Batliboi & Co.LLP

Chartered Accountants Chartered Accountants
ICAI Firm registration number: 109176W ICAI Firm registration number: 301003E

per Sanjay Kapadia per Paul Alvares

Partner Partner
Membership No. : 38292 Membership No. : 105754
Place : Mumbai Place : Mumbai
Date : May 29, 2015 Date : May 29, 2015

84 Suzlon Energy Limited, Annual Report 2014-15

Annexure referred to in paragraph 7 of our report of even date under heading "Report on Other Legal and Regulatory Requirements"
Re: Suzlon Energy Limited
i. a. The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.
b. All fixed assets have not been physically verified by the management during the year but there is a regular programme of
verification which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. No
material discrepancies were noticed on such verification.
ii. a. The inventory has been physically verified by management during the year. In our opinion, the frequency of verification is
reasonable. Inventories lying with outside parties have been confirmed by them as at year end.
b. The procedures of physical verification of inventory followed by management are reasonable and adequate in relation to
the size of the Company and the nature of its business.
c. The Company is maintaining proper records of inventory. Discrepancies noted on physical verification of inventories were
not material and have been properly dealt with in the books of account.
iii. According to the information and explanations given to us, the Company has not granted any loans, secured or unsecured to
companies, firms or other parties covered by section 184 of the Companies Act, 2013 and which are required to be entered in the
register maintained under section 189 of the Companies Act, 2013. In our opinion, the transactions of granting loans are not
covered in the specified list of transactions under section 188 (1) of the Companies Act, 2013. Accordingly, the provisions of clause
3(iii) (a) and (b) of the Order are not applicable to the Company and hence not commented upon.
iv. In our opinion and according to the information and explanations given to us, there is an adequate internal control system
commensurate with the size of the Company and the nature of its business, for the purchase of inventory and fixed assets and for
the sale of goods and services. During the course of our audit, we have not observed any major weakness or continuing failure to
correct any major weakness in the internal control system of the company in respect of these areas.
v. The Company has not accepted any deposits from the public. Accordingly, the provisions of clause 3(v) of the Order are not
applicable to the Company and hence not commented upon.
vi. To the best of our knowledge and as explained, the Central Government has not specified the maintenance of cost records under
clause 148(1) of the Companies Act, 2013, for the products/services of the Company. Accordingly, the provisions of clause 3(vi) of
the Order are not applicable to the Company and hence not commented upon.
vii. a. Undisputed statutory dues including provident fund, employees’ state insurance, income-tax, sales-tax, wealth-tax, service
tax, customs duty, excise duty, value added tax, cess and other material statutory dues have not been regularly deposited
with the appropriate authorities and there have been serious delays in large number of cases.
b. According to the information and explanations given to us, no undisputed amounts payable in respect of provident fund,
employees’ state insurance, income-tax, wealth-tax, service tax, sales-tax, customs duty, excise duty, value added tax, cess
and other material statutory dues were outstanding, at the year end, for a period of more than six months from the date
they became payable.
c. According to the records of the Company, the dues outstanding of income-tax, sales-tax, wealth-tax, service tax, customs
duty, excise duty, value added tax and cess on account of any dispute, are as follows:
Name of the statute Nature of dues Amount Accounting year Forum where
(Rs in Crore) to which the dispute is pending
amount relates
Maharashtra Value Value added tax 4.22 2008-2009 Deputy
Added Tax Act, 2002 to 2010-2011 Commissioner
of Sales Tax
(Appeals) Mumbai
Tamil Nadu Value Value added tax 1.07 2011-2012 Assistant
Added Tax Act, 2006 Commissioner of
Sales Tax (Appeals),
Chennai
Rajasthan Value Added Value added tax 4.69 2008-2009 Assistant
Tax Act , 2006 to 2010-2011 Commissioner of
Commercial Tax
Rajasthan
Finance Act, 1994 Service Tax 3.76 1999-2000 CESTAT
to 2002-2003
Finance Act, 1994 Service Tax 64.66 2007-2008 CESTAT
to 2011-2012
The Customs Act,1962 Custom Duty 0.08 2008-2009 CESTAT

d. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the
Company in accordance with the relevant provisions of the Companies Act, 1956 (1 of 1956) and rules made thereunder.

viii. The Company’s accumulated losses at the end of the financial year are more than fifty percent of its net worth. The Company has
incurred cash losses in the current and immediately preceding financial year.
ix. Based on our audit procedures and as per the information and explanations given by management, the Company had defaulted on
redemption of foreign currency convertible bonds (FCCBs) and repayment of dues aggregating to Rs. 1,253 Crore (USD 209 million)
(including redemption premium) . In July 2014, the company has restructured the liabilities relating to FCCBs into new FCCBs which
are due for payment in 2019.
During the year the Company has also defaulted in repayment of dues to a financial institution and banks in respect term loan,
Letters of Credit/Buyers’ Credit/Bills Discounting and Interest Liabilities. Following are the details of these defaults:

Suzlon Energy Limited, Annual Report 2014-15 85

 (Amount in Rs Crore)
Particulars Delay upto Delay Total Amount#
30 days 31-90 days

Term Loan 68 38 106

Letters of Credit / Buyers' Credit / Bill Discounting 400 422 822
Interest Liabilities 251 151 402
#
Rs 323.84 Crores of such dues were in arrears as on the balance sheet date.

x. According to the information and explanations given to us, the Company has given guarantee for loans taken by others from banks
and financial institutions, the terms and conditions whereof, in our opinion, are not prima-facie prejudicial to the interest of the
Company.

xi. Based on the information and explanations given to us by the management, term loans were applied for the purpose for which the
loans were obtained.

xii. Based upon the audit procedures performed for the purpose of reporting the true and fair view of the financial statements and as
per the information and explanations given by the management, we report that no fraud on or by the Company has been noticed or
reported during the year.

For SNK & Co. For S. R. Batliboi & Co. LLP

Chartered Accountants Chartered Accountants
ICAI Firm registration number: 109176W ICAI Firm registration number: 301003E

per Sanjay Kapadia per Paul Alvares

Partner Partner
Membership No. : 38292 Membership No. : 105754

Place : Mumbai Place : Mumbai

Date : May 29, 2015 Date : May 29, 2015

86 Suzlon Energy Limited, Annual Report 2014-15

 Balance sheet as at March 31, 2015
All amounts in Rupees Crore unless otherwise stated

Particulars Notes As at As at
March 31, 2015 March 31, 2014

Equity and liabilities

Shareholders' funds
(i) Share capital 10(i) 741.54 497.63
(ii) Reserves and surplus 11 (2,404.66) 2,166.33
(1,663.12) 2,663.96
Share application money pending allotment 10(ii) 1,800.00 162.02
Non-current liabilities
(i) Long-term borrowings 12 5,592.12 6,119.45
(ii) Other long-term liabilities 15 85.49 15.70
(iii) Long-term provisions 13 121.86 139.34
5,799.47 6,274.49
Current liabilities
(i) Short-term borrowings 14 3,427.96 2,215.78
(ii) Trade payables 2,747.58 3,401.03
(iii) Other current liabilities 15 3,200.09 3,309.24
(iv) Due to customers 7.44 22.00
(v) Short-term provisions 13 434.78 562.82
9,817.85 9,510.87
Total 15,754.20 18,611.34

Assets
Non-current assets
(i) Fixed assets
(a) Tangible assets 16 503.91 594.72
(b) Intangible assets 16 83.84 124.40
(c) Capital work-in-progress 19.83 15.71
(ii) Investments 17 2,501.54 7,730.07
(iii) Loans and advances 18 1,580.55 3,139.24
(iv) Other non-current assets 19.2 404.97 260.11
5,094.64 11,864.25
Current assets
(i) Investments 17 250.00 –
(ii) Inventories 20 610.92 740.99
(iii) Trade receivables 19.1 1,580.35 1,547.88
(iv) Cash and bank balances 21 67.47 60.57
(v) Loans and advances 18 4,082.48 1,948.75
(vi) Other current assets 19.2 4,068.34 2,448.90
10,659.56 6,747.09
Total 15,754.20 18,611.34
Summary of significant accounting policies 3
The accompanying notes are an integral part of the financial statements.
As per our report of even date For and on behalf of the Board of Directors of
Suzlon Energy Limited
For SNK & Co. For S.R. Batliboi & Co. LLP Tulsi R. Tanti Vinod R. Tanti
Chartered Accountants Chartered Accountants Chairman and Managing Director Director
ICAI Firm Registration number: 109176W ICAI Firm Registration number: 301003E DIN : 00002283 DIN : 00002266

per Sanjay Kapadia per Paul Alvares Hemal A.Kanuga Amit Agarwal
Partner Partner Company Secretary Chief Financial Officer
Membership No. : 38292 Membership No. : 105754 Membership No.: F4126 Membership No. : 056880
Place: Mumbai Place: Mumbai Place: Mumbai
Date: May 29, 2015 Date: May 29, 2015 Date: May 29, 2015

Suzlon Energy Limited, Annual Report 2014-15 87

 Statement of profit and loss for the year ended March 31, 2015
All amounts in Rupees Crore unless otherwise stated

Particulars Notes March 31, 2015 March 31, 2014

Income

Revenue from operations 22 2,261.49 3,036.36

Other operating income 8.81 28.36

Total revenue 2,270.30 3,064.72

Expenses

Cost of materials consumed 23 1,627.46 1,681.74

Purchases of traded goods 23 18.39 36.74
(Increase)/decrease in inventories of finished goods, work-in-progress and
stock-in-trade 23 49.38 476.73
Employee benefits expense 24 187.04 255.70
Other expenses 25 769.01 957.63
Prior period items – 52.09

Total expenses 2,651.28 3,460.63

Earnings/(loss) before interest, tax, depreciation and exceptional items

(EBITDA) (380.98) (395.91)
Depreciation and amortisation expenses 16 157.81 174.00

Earnings/(loss) before interest, tax and exceptional items (EBIT) (538.79) (569.91)

Finance costs 26 1,219.39 1,221.19

Finance income 27 333.69 227.95

Earnings/(loss) before tax and exceptional items (1,424.49) (1,563.15)

Less: Exceptional items 28 4,607.85 (638.35)

Profit/(loss) before tax (6,032.34) (924.80)

Tax expense:
Earlier years tax – (0.33)

Profit/(loss) after tax (6,032.34) (924.47)

Earnings/(loss) per equity share: [Nominal value of share Rs 2 (Rs 2)]

- Basic and diluted [Nominal value of share Rs 2 (Rs 2)] 29 (20.09) (4.13)

Summary of significant accounting policies 3

The accompanying notes are an integral part of the financial statements.

As per our report of even date For and on behalf of the Board of Directors of
Suzlon Energy Limited
For SNK & Co. For S.R. Batliboi & Co. LLP Tulsi R. Tanti Vinod R. Tanti
Chartered Accountants Chartered Accountants Chairman and Managing Director Director
ICAI Firm Registration number: 109176W ICAI Firm Registration number: 301003E DIN : 00002283 DIN : 00002266

per Sanjay Kapadia per Paul Alvares Hemal A.Kanuga Amit Agarwal
Partner Partner Company Secretary Chief Financial Officer
Membership No. : 38292 Membership No. : 105754 Membership No.: F4126 Membership No. : 056880
Place: Mumbai Place: Mumbai Place: Mumbai
Date: May 29, 2015 Date: May 29, 2015 Date: May 29, 2015

88 Suzlon Energy Limited, Annual Report 2014-15

 Cash flow statement for the year ended March 31, 2015
All amounts in Rupees Crore unless otherwise stated

Particulars March 31, 2015 March 31, 2014

Cash flow from operating activities

Loss before tax and exceptional items (1,424.49) (1,563.15)

Adjustments for:
Depreciation / amortisation 157.81 174.00
(Gain) / Loss on assets sold / discarded, net (0.53) 8.06
Interest income (333.69) (227.95)
Interest expenses 1,083.26 1,112.82
Dividend income – (0.00)*
Compensation in lieu of bank sacrifice 52.02 45.66
Amortization of ancillary borrowing costs 35.13 9.22
Operation, maintenance and warranty expenditure 78.77 94.82
Prior period expense – 52.09
Liquidated damages expenditure 97.45 33.34
Performance guarantee expenditure 17.93 (21.18)
Bad debts written off 0.23 1.01
Provision for doubtful debts and advances 66.81 2.33
Exchange differences, net 322.97 140.54
Employee stock option scheme 7.76 (4.55)

Operating profit / (loss) before working capital changes 161.43 (142.94)

Movements in working capital
(Increase) / decrease in trade receivables (42.94) (130.78)
(Increase) / decrease in inventories 130.07 670.40
(Increase) / decrease in loans and advances and other current assets 219.35 (308.94)
(Decrease) / increase in trade payables, current liabilities and provisions (485.14) (252.05)

Cash (used in) generated from operating activities (17.23) (164.32)

Direct taxes paid (net of refunds) 2.48 1.45

Net cash (used in) generated from operating activities (14.75) (162.86)

Cash flow from investing activities

Payment for purchase of fixed assets (49.15) (12.01)
Proceeds from sale of fixed assets 11.06 6.93
Investments in subsidiaries (150.20) (0.80)
Investments in mutual funds (250.00) –
Proceeds from sale of stake in subsidiary – 113.52
Loans granted to subsidiaries, net (162.58) (724.49)
Interest received 34.57 77.33
Dividend received – (0.00)*

Net cash (used in) / generated from investing activities (566.30) (539.51)

Cash flow from financing activities

Share application money – 9.00
Proceeds from issuance of share capital including premium 8.18 203.00
Proceeds from long term borrowings – 186.39
Repayment of long term borrowings (124.34) (248.00)
Proceeds / (repayment) from short term borrowings, net 1,212.19 672.43
Interest paid (508.02) (198.84)
Dividend paid (0.06) (0.01)

Net cash (used in) / generated from financing activities 587.95 623.96

Suzlon Energy Limited, Annual Report 2014-15 89

 Cash flow statement for the year ended March 31, 2015
All amounts in Rupees Crore unless otherwise stated

Particulars March 31, 2015 March 31, 2014

Net increase in cash and cash equivalents (A+B+C) 6.90 (78.41)

Cash and cash equivalents at the beginning of the year 60.57 139.17
Less: Transfer pursuant to sale of OMS business – (0.19)
Cash and cash equivalents at the end of the year 67.47 60.57

Components of cash and cash equivalents As at As at

March 31, 2015 March 31, 2014

Cash on hand 0.19 0.18

With scheduled banks in current account** 66.79 60.11
With non-scheduled banks in current account 0.49 0.28

67.47 60.57

Summary of significant accounting policies 3

Notes

1 The figures in brackets represent outflows.

2 Previous periods' figures have been regrouped / reclassified, wherever necessary, to confirm to current year presentation.

* Amount less than Rs 0.01 Crore.

** Includes a balance of Rs 0.10 Crore (Rs 0.16 Crore) not available for use by the Company as they represent corresponding unpaid
dividend liabilities.

The accompanying notes are an integral part of the financial statements.

As per our report of even date For and on behalf of the Board of Directors of
Suzlon Energy Limited
For SNK & Co. For S.R. Batliboi & Co. LLP Tulsi R. Tanti Vinod R. Tanti
Chartered Accountants Chartered Accountants Chairman and Managing Director Director
ICAI Firm Registration number: 109176W ICAI Firm Registration number: 301003E DIN : 00002283 DIN : 00002266

per Sanjay Kapadia per Paul Alvares Hemal A.Kanuga Amit Agarwal
Partner Partner Company Secretary Chief Financial Officer
Membership No. : 38292 Membership No. : 105754 Membership No. : F4126 Membership No. : 056880
Place: Mumbai Place: Mumbai Place: Mumbai
Date: May 29, 2015 Date: May 29, 2015 Date: May 29, 2015

90 Suzlon Energy Limited, Annual Report 2014-15

Notes to financial statements for the year ended March 31, 2015
All amounts in Rupees Crore, unless otherwise stated

1. Corporate information
Suzlon Energy Limited (‘SEL’ or the ‘Company’) having CIN: L40100GJ1995PLC025447 is a public company domiciled in India. Its shares
are listed on two stock exchanges in India. The Company is primarily engaged in the business of manufacturing of wind turbine
generators (‘WTGs’) and related components of various capacities.
2. Basis of preparation
The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in India
(Indian GAAP). The Company has prepared these financial statements to comply in all material respects with the accounting
standards notified under section 133 of the Companies Act 2013 read together with paragraph 7 of the Companies (Accounts)
Rules 2014. The financial statements have been prepared on an accrual basis and under the historical cost convention, except in
case of assets for which provision for impairment is made and derivative instruments which have been measured at fair value.
The accounting policies adopted in the preparation of financial statements are consistent with those of previous year, except for
the change in accounting policy explained below.
3. Summary of significant accounting policies
Change in accounting policy
Employee stock compensation cost
Till October 27, 2014, the SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999, dealt
with the grant of share-based payments to employees. Among other matter, these guidelines prescribed accounting for grant of
share-based payments to employees. Hence, the company being a listed entity was required to comply with these Guidelines as
well as the Guidance Note on Accounting for Employee Share-based Payments with regard to accounting for employee share-based
payments. Particularly, in case of conflict between the two requirements, the SEBI guidelines were prevailing over the ICAI
Guidance Note. For example, in case of equity settled option expiring unexercised after vesting, the SEBI guidelines required
expense to be reversed through the statement of Profit and Loss whereas the reversal of expense through the statement of profit
and loss is prohibited under the ICAI Guidance Note. In these cases, the Company was previously complying with the requirement
of SEBI guidelines.
From October 28, 2014, the SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 have
been replaced by the SEBI (Share Based Employee Benefits) Regulations, 2014. The new regulations don’t contain any specific
accounting treatment; rather, they require ICAI Guidance Note to be followed. Consequent to the application of the new
regulations, the Company has changed its accounting for equity settled option expiring unexercised after vesting in line with
accounting prescribed in the Guidance Note, i.e., expense is not reversed through the statement of profit and loss. The
management has decided to apply the revised accounting policy prospectively from the date of notification of new regulation, i.e.
October 28, 2014.
The change in accounting policy did not have any material impact on financial statements of the Company for the current year.
However due to application of the regulation, the manner of presentation of “Employee Stock Option Outstanding Account” under
the head “Reserves and Surplus” has changed. The Company has changed this presentation for the current as well as previous year.
a. Use of estimates
The preparation of financial statements in conformity with Indian GAAP requires the management to make judgements,
estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities and disclosure of
contingent liabilities, at the end of the reporting period. Although, these estimates are based upon management’s best
knowledge of current events and actions, uncertainty about these assumptions and estimates could result in the outcomes
requiring a material adjustment to the carrying amounts of assets or liabilities in future periods.
b. Tangible fixed assets
Fixed assets are stated at cost, net of accumulated depreciation and accumulated impairment losses, if any. The cost
comprises the purchase price and borrowing costs if capitalisation criteria are met and directly attributable cost of bringing
the asset to its working condition for the intended use. Any trade discounts and rebates are deducted in arriving at the
purchase price. The manufacturing costs of internally generated assets comprise direct costs and attributable overheads.
Capital work-in-progress comprises of the cost of fixed assets that are not yet ready for their intended use as at the balance
sheet date. Assets held for disposal are stated at the lower of net book value and the estimated net realisable value.
Subsequent expenditure related to an item of fixed asset is added to its book value only if it increases the future benefits
from the existing asset beyond its previously assessed standard of performance. All other expenses on existing fixed assets,
including day-to-day repair and maintenance expenditure and cost of replacing parts, are charged to the statement of profit
and loss for the period during which such expenses are incurred.
The company adjusts exchange differences arising on translation/settlement of long-term foreign currency monetary items
pertaining to the acquisition of a depreciable asset to the cost of the asset and depreciates the same over the remaining life
of the asset. In accordance with MCA circular dated 09 August 2012, exchange differences adjusted to the cost of fixed
assets are total differences, arising on long-term foreign currency monetary items pertaining to the acquisition of a
depreciable asset, for the period. In other words, the company does not differentiate between exchange differences arising
from foreign currency borrowings to the extent they are regarded as an adjustment to the interest cost and other exchange
differences.

Suzlon Energy Limited, Annual Report 2014-15 91

 Gains or losses arising from derecognition of fixed assets are measured as the difference between the net disposal proceeds
and the carrying amount of the asset and are recognised in the statement of profit and loss when the asset is derecognised.
c. Depreciation on tangible fixed assets
From the current year, Schedule XIV of the Companies Act, 1956 has been replaced by Schedule II to the Companies Act,
2013, which prescribes useful lives for fixed assets. Considering the applicability of Schedule II, the management has re-
estimated useful lives and residual values of its fixed assets. Depreciation is provided on the written down value method
(‘WDV’) unless otherwise stated, pro-rata to the period of use of assets based on the useful lives :

The Company has used the following lives to provide depreciation on its tangible assets:

Type of asset Useful lives (years)

Office building 58
Electrifications 20
Factory building 28
Moulds 15 years or useful life based on usage, whichever is higher
Plant and machinery 15
Wind research and measuring equipment 04
Windfarm plant and machinery 22
Computers 03
Servers and networks 06
Office equipment 05
Furniture and fixtures 10
Vehicles 10

Leasehold land is amortized on a straight line basis over the period of lease i.e. up to 99 years depending upon the period of
lease.
d. Intangible assets
Intangible assets acquired separately are measured on initial recognition at cost. Following initial recognition, intangible
assets are carried at cost less accumulated amortisation and accumulated impairment losses, if any. Internally generated
intangible assets, excluding capitalised development costs, are not capitalised and expenditure is reflected in the statement
of profit and loss in the year in which the expenditure is incurred. Intangible assets are amortised on a straight line basis over
the estimated useful economic life.
The amortisation period and the amortisation method are reviewed at least at each financial year end. If the expected
useful life of the asset is significantly different from previous estimates, the amortisation period is changed accordingly. If
there has been a significant change in the expected pattern of economic benefits from the asset, the amortisation method is
changed to reflect the changed pattern. Such changes are accounted for in accordance with AS 5 Net Profit or Loss for the
Period, Prior Period Items and Changes in Accounting Policies.
Gains or losses arising from derecognition of an intangible asset are measured as the difference between the net disposal
proceeds and the carrying amount of the asset and are recognised in the statement of profit and loss when the asset is
derecognised.
Research and development costs
Research costs are expensed as incurred. Development expenditure incurred on an individual project is recognised as an
intangible asset when the Company can demonstrate all the following:
i. The technical feasibility of completing the intangible asset so that it will be available for use or sale
ii. Its intention to complete the asset
iii. Its ability to use or sell the asset
iv. How the asset will generate future economic benefits
v. The availability of adequate resources to complete the development and to use or sell the asset
vi. The ability to measure reliably the expenditure attributable to the intangible asset during development.
Following the initial recognition of the development expenditure as an asset, the cost model is applied requiring the asset to
be carried at cost less any accumulated amortisation and accumulated impairment losses. Amortisation of the asset begins
when development is complete and the asset is available for use. It is amortised on a straight line basis over the period of
expected future benefit from the related project, i.e., the estimated useful life. Amortisation is recognised in the statement
of profit and loss. During the period of development, the asset is tested for impairment annually.
A summary of amortisation policies applied to the Company’s intangible assets is as below:
Type of asset Basis
Design and drawings Straight line basis over a period of five years
SAP and other software Straight line basis over a period of five years

92 Suzlon Energy Limited, Annual Report 2014-15

e. Leases
i. Where the Company is a lessee
Leases where the lessor effectively retains substantially all the risks and benefits of ownership of the leased item are
classified as operating leases. Operating lease payments are recognised as an expense in the statement of profit and
loss on a straight-line basis over the lease term. Initial direct costs such as legal costs, brokerage costs, etc. are
recognised immediately in the statement of profit and loss.
ii. Where the Company is a lessor
Leases in which the Company does not transfer substantially all the risks and benefits of ownership of the asset are
classified as operating leases. Assets subject to operating leases are included in fixed assets.
Lease income on an operating lease is recognised in the statement of profit and loss on a straight-line basis over the
lease term. Costs, including depreciation, are recognised as an expense in the statement of profit and loss.
f. Borrowing costs
Borrowing cost primarily includes interest and amortisation of ancillary costs incurred in connection with the arrangement
of borrowings.
Borrowing costs directly attributable to the acquisition, construction or production of an asset that necessarily takes a
substantial period of time to get ready for its intended use or sale are capitalised as part of the cost of the respective asset.
All other borrowing costs are expensed in the period they occur.
g. Impairment of tangible and intangible assets
The Company assesses at each reporting date whether there is an indication that an asset may be impaired. If any indication
exists, or when annual impairment testing for an asset is required, the Company estimates the asset’s recoverable amount.
An asset’s recoverable amount is the higher of an asset’s or cash-generating unit’s (‘CGU’) net selling price and its value in
use. The recoverable amount is determined for an individual asset, unless the asset does not generate cash inflows that are
largely independent of those from other assets or groups of assets. Where the carrying amount of an asset or CGU exceeds
its recoverable amount, the asset is considered impaired and is written down to its recoverable amount. Impairment losses
are recognised in the statement of profit and loss. In assessing value in use, the estimated future cash flows are discounted
to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and
the risks specific to the asset. In determining net selling price, recent market transactions are taken into account, if available.
If no such transactions can be identified, an appropriate valuation model is used.
After impairment, depreciation is provided on the revised carrying amount of the asset over its remaining useful life.
The impairment loss recognised in prior accounting periods is reversed if there has been a change in estimates of
recoverable amount. The carrying value after reversal is not increased beyond the carrying value that would have prevailed
by charging usual depreciation if there was no impairment.
h. Government grants and subsidies
Grants and subsidies from the government are recognised when there is reasonable assurance that (i) the Company will
comply with the conditions attached to them, and (ii) the grant/subsidy will be received.
When the grant or subsidy relates to revenue, it is recognised as income on a systematic basis in the statement of profit and
loss over the periods necessary to match them with the related costs, which they are intended to compensate. Where the
grant relates to an asset, it is recognised as deferred income and released to income in equal amounts over the expected
useful life of the related asset.
i. Investments
Investments which are readily realisable and intended to be held for not more than one year from the date on which such
investments are made, are classified as current investments. All other investments are classified as long-term investments.
On initial recognition, all investments are measured at cost. The cost comprises purchase price and directly attributable
acquisition charges such as brokerage, fees and duties. If an investment is acquired, or partly acquired, by the issue of shares
or other securities, the acquisition cost is the fair value of the securities issued.
Current investments are carried in the financial statements at lower of cost and fair value determined on an individual
investment basis. Long-term investments are carried at cost. However, provision for diminution in value is made to
recognise a decline other than temporary in the value of the investments.
On disposal of an investment, the difference between its carrying amount and net disposal proceeds is charged or credited
to the statement of profit and loss.
j. Inventories
Inventories of raw materials including stores and spares and consumables, packing materials, semi-finished goods, work-in-
progress, project work-in-progress and finished goods are valued at the lower of cost and estimated net realisable value.
Cost is determined on weighted average basis.
The cost of work-in-progress, project work-in-progress, semi-finished goods and finished goods includes the cost of
material, labour and a proportion of manufacturing overheads.
Stock of land and land lease rights is valued at lower of cost and estimated net realisable value. Cost is determined on
weighted average basis. Net realisable value is determined by management using technical estimates.

Suzlon Energy Limited, Annual Report 2014-15 93

k. Revenue recognition
Revenue comprises sale of WTGs and wind power systems; service income; interest; dividend and royalty. Revenue is
recognised to the extent it is probable that the economic benefits will flow to the Company and that the revenue can be reliably
measured. The company collects sales taxes, service tax, value added taxes (VAT) as applicable on behalf of the government and
therefore, these are not economic benefits flowing to the Company. Hence, they are excluded from revenue.
Sales
Revenue from sale of goods is recognised in the statement of profit and loss when the significant risks and rewards in respect
of ownership of goods has been transferred to the buyer as per the terms of the respective sales order, and the income can
be measured reliably and is expected to be received.
Fixed price contracts to deliver wind power systems (turnkey and projects involving installation and/or commissioning apart
from supply) are recognised in revenue based on the stage of completion of the individual contract using the percentage
completion method, provided the order outcome as well as expected total costs can be reliably estimated. Where the profit
from a contract cannot be estimated reliably, revenue is only recognised equalling the expenses incurred to the extent that it
is probable that the expenses will be recovered.
Due from customers, if any, are measured at the selling price of the work performed based on the stage of completion less
interim billing and expected losses. The stage of completion is measured by the proportion that the contract expenses
incurred to date bear to the estimated total contract expenses. The value of self-constructed components is recognised in
'Contracts in progress' upon dispatch of the complete set of components which are specifically identified for a customer and
are within the scope of supply, as per the terms of the respective sale order for the wind power systems. Where it is probable
that total contract expenses will exceed total revenues from a contract, the expected loss is recognised immediately as an
expense in the statement of profit and loss.
Where the selling price of a contract cannot be estimated reliably, the selling price is measured only on the expenses
incurred to the extent that it is probable that these expenses will be recovered. Prepayments from customers are recognised
as liabilities. A contract in progress for which the selling price of the work performed exceeds interim billings and expected
losses is recognised as an asset. Contracts in progress for which interim billings and expected losses exceed the selling price
are recognised as a liability. Expenses relating to sales work and the winning of contracts are recognised in the statement of
profit and loss as incurred.
Operation and maintenance income
Revenues from operation and maintenance contracts are recognised pro-rata over the period of the contract as and when
services are rendered.
Project execution income
Revenue from services relating to project execution is recognised on completion of respective service, as per terms of
respective sales order.
Land revenue
Revenue from land lease activity is recognised upon the transfer of leasehold rights to the customers. Revenue from sale of
land/right to sale land is recognised when significant risks and rewards in respect of title of land are transferred to the
customers as per the terms of the respective sales order. Revenue from land development is recognised upon rendering of
the service as per the terms of the respective sales order.
Interest income
Interest income is recognised on a time proportion basis taking into account the amount outstanding and the rate
applicable. In case of interest charged to customers, interest is accounted for on availability of documentary evidence that
the customer has accepted the liability.
Dividend income
Dividend income from investments is recognised when the right to receive payment is established.
l. Foreign currency transactions
i. Initial recognition
Foreign currency transactions are recorded in the reporting currency, by applying to the foreign currency amount the
exchange rate between the reporting currency and the foreign currency at the date of the transaction.
ii. Conversion
Foreign currency monetary items are retranslated using the exchange rate prevailing at the reporting date. Non-
monetary items, which are measured in terms of historical cost denominated in a foreign currency, are reported
using the exchange rate at the date of the transaction. Non-monetary items, which are measured at fair value or
other similar valuation denominated in a foreign currency, are translated using the exchange rate at the date when
such value was determined.
Foreign currency transactions entered into by branches, which are integral foreign operations are accounted in the
same manner as foreign currency transactions described above. Branch monetary assets and liabilities are restated
at the year end rates.

94 Suzlon Energy Limited, Annual Report 2014-15

 iii. Exchange differences
The Company accounts for exchange differences arising on translation/settlement of foreign currency monetary
items as below:
1. Exchange differences arising on long-term foreign currency monetary items related to acquisition of a fixed
asset are capitalised and depreciated over the remaining useful life of the asset. For this purpose, the
Company treats a foreign currency monetary item as “long-term foreign currency monetary item”, if it has a
term of 12 months or more at the date of its origination.
2. Exchange differences arising on other long-term foreign currency monetary items are accumulated in the
“Foreign Currency Monetary Item Translation Difference Account” and amortised over the remaining life of
the concerned monetary item. It is presented as a part of “Reserves and surplus”.
3. All other exchange differences are recognised as income or as expense in the period in which they arise.
In case of exchange differences adjusted to the cost of fixed assets or arising on long-term foreign currency monetary
items, the company does not consider exchange differences as an adjustment to the interest cost.
iv. Forward exchange contracts entered into to hedge foreign currency risk of an existing asset/liability
The premium or discount arising at the inception of forward exchange contract is amortised and recognised as an
expense/income over the life of the contract. Exchange differences on such contracts are recognised in the
statement of profit and loss in the period in which the exchange rates change.
Any profit or loss arising on cancellation or renewal of such forward exchange contract is also recognised as income
or as expense for the period.
m. Derivatives
As per the Institute of Chartered Accountants of India (‘ICAI’) announcement, derivative contracts, other than those
covered under AS-11, are marked to market on a portfolio basis and the net loss after considering the offsetting effect on the
underlying hedge items is charged to the statement of profit and loss. Net gains on marked to market basis are not
recognised.
n. Retirement and other employee benefits
Defined contributions to provident fund and employee state insurance are charged to the statement of profit and loss of the
year, when an employee renders the related service. There are no other obligations other than the contribution payable to
the respective statutory authorities.
Defined contributions to superannuation fund are charged to the statement of profit and loss on accrual basis.
Retirement benefits in the form of gratuity are defined benefit obligations and are provided for on the basis of an actuarial
valuation, using projected unit credit method as at each balance sheet date.
Short-term compensated absences are provided based on estimates. Long term compensated absences and other long-
term employee benefits are provided for on the basis of an actuarial valuation, using projected unit credit method, as at
each balance sheet date. The Company presents the entire leave as a current liability in the balance sheet, since it does not
have an unconditional right to defer its settlement for 12 months after the reporting date.
Actuarial gains/losses are taken to the statement of profit and loss and are not deferred.
o. Taxes on income
Tax expense comprises current and deferred tax. Current income-tax is measured at the amount expected to be paid to the
tax authorities in accordance with the Income-tax Act, 1961 enacted in India and tax laws prevailing in the respective tax
jurisdictions where the Company operates. The tax rates and tax laws used to compute the amount are those that are
enacted or substantively enacted, at the reporting date. Current income tax relating to items recognised directly in equity is
recognised in equity and not in the statement of profit and loss.
Deferred income taxes reflect the impact of timing differences between taxable income and accounting income originating
during the current year and reversal of timing differences for the earlier years. Deferred tax is measured using the tax rates
and the tax laws enacted or substantively enacted at the reporting date. Deferred income tax relating to items recognised
directly in equity is recognised in equity and not in the statement of profit and loss.
Deferred tax liabilities are recognised for all taxable timing differences. Deferred tax assets are recognised for deductible
timing differences only to the extent that there is reasonable certainty that sufficient future taxable income will be available
against which such deferred tax assets can be realized. In situations where the Company has unabsorbed depreciation or
carry forward tax losses, all deferred tax assets are recognised only if there is virtual certainty supported by convincing
evidence that they can be realized against future taxable profits.
In the situations where the Company is entitled to a tax holiday under the Income-tax Act, 1961 enacted in India or tax laws
prevailing in the respective tax jurisdictions where it operates, no deferred tax (asset or liability) is recognised in respect of
timing differences which reverse during the tax holiday period, to the extent the Company’s gross total income is subject to
the deduction during the tax holiday period. Deferred tax in respect of timing differences which reverse after the tax holiday
period is recognised in the year in which the timing differences originate. However, the Company restricts recognition of
deferred tax assets to the extent that it has become reasonably certain or virtually certain, as the case may be, that sufficient
future taxable income will be available against which such deferred tax assets can be realized. For recognition of deferred
taxes, the timing differences which originate first are considered to reverse first.

Suzlon Energy Limited, Annual Report 2014-15 95

 At each reporting date, the Company re-assesses unrecognised deferred tax assets. It recognises unrecognised deferred tax
asset to the extent that it has become reasonably certain or virtually certain, as the case may be, that sufficient future
taxable income will be available against which such deferred tax assets can be realized.
The carrying amount of deferred tax assets are reviewed at each reporting date. The Company writes-down the carrying
amount of deferred tax asset to the extent that it is no longer reasonably certain or virtually certain, as the case may be, that
sufficient future taxable income will be available against which deferred tax asset can be realized. Any such write-down is
reversed to the extent that it becomes reasonably certain or virtually certain, as the case may be, that sufficient future
taxable income will be available.
Deferred tax assets and deferred tax liabilities are offset, if a legally enforceable right exists to set-off current tax assets
against current tax liabilities and the deferred tax assets and deferred taxes relate to the same taxable entity and the same
taxation authority.
Minimum alternate tax (MAT) paid in a year is charged to the statement of profit and loss as current tax. The Company
recognises MAT credit available as an asset only to the extent that there is convincing evidence that the Company will pay
normal income tax during the specified period, i.e., the period for which MAT credit is allowed to be carried forward. In the
year in which the Company recognises MAT credit as an asset in accordance with the Guidance Note on Accounting for
Credit Available in respect of Minimum Alternative Tax under the Income-tax Act, 1961, the said asset is created by way of
credit to the statement of profit and loss and shown as “MAT Credit Entitlement.” The Company reviews the “MAT credit
entitlement” asset at each reporting date and writes down the asset to the extent the Company does not have convincing
evidence that it will pay normal tax during the specified period in future.
p. Employee stock options
Employees of the Company receive remuneration in the form of share based payment transactions, whereby employees
render services as consideration for equity instruments (equity-settled transactions).
In accordance with the SEBI (Share Based Employee Benefits) Regulations, 2014 and the Guidance Note on Accounting for
Employee Share-based Payments, the cost of equity-settled transactions is measured using the intrinsic value method and
recognised, together with a corresponding increase in the “Employee stock options outstanding” account in “Reserves and
surplus”. The cumulative expense recognised for equity-settled transactions at each reporting date until the vesting date
reflects the extent to which the vesting period has expired and the Company’s best estimate of the number of equity
instruments that will ultimately vest. The expense or credit recognised in the statement of profit and loss for a period
represents the movement in cumulative expense recognised as at the beginning and end of that period and is recognised in
employee benefits expense.
q. Earnings/ (loss) per share
Basic earnings/(loss) per share are calculated by dividing the net profit/(loss) for the period attributable to equity
shareholders (after deducting preference dividends and attributable taxes) by the weighted average number of equity
shares outstanding during the period. The weighted average number of equity shares outstanding during the period are
adjusted for any bonus shares issued during the year and also after the balance sheet date but before the date the financial
statements are approved by the board of directors.
For the purpose of calculating diluted earnings/(loss) per share, the net profit/(loss) for the period attributable to equity
shareholders and the weighted average number of shares outstanding during the period are adjusted for the effects of all
dilutive potential equity shares.
The number of equity shares and potentially dilutive equity shares are adjusted for bonus shares as appropriate. The
dilutive potential equity shares are adjusted for the proceeds receivable, had the shares been issued at fair value. Dilutive
potential equity shares are deemed converted as of the beginning of the period, unless issued at a later date.
r. Provisions
A provision is recognised when the Company has a present obligation as a result of past events; it is probable that an outflow
of resources will be required to settle the obligation and in respect of which a reliable estimate can be made of the amount
of obligation. Provisions are not discounted to their present value and are determined based on best estimate required to
settle the obligation at the balance sheet date. These estimates are reviewed at each balance sheet date and adjusted to
reflect the current best estimates.
s. Contingent liabilities
A contingent liability is a possible obligation that arises from past events whose existence will be confirmed by the
occurrence or non-occurrence of one or more uncertain future events beyond the control of the Company or a present
obligation that is not recognised because it is not probable that an outflow of resources will be required to settle the
obligation. A contingent liability also arises in extremely rare cases where there is a liability that cannot be recognised
because it cannot be measured reliably. The Company does not recognise a contingent liability but discloses its existence in
the financial statements unless the possibility of an outflow is remote.
t. Cash and cash equivalents
Cash and cash equivalents for the purpose of cash flow statement comprise cash at bank and in hand, cheques on hand and
short-term investments with an original maturity of three months or less.

96 Suzlon Energy Limited, Annual Report 2014-15

 u. Measurement of EBITDA and EBIT
The Company has elected to present earnings before interest, tax, depreciation and amortisation (‘EBITDA’) and earnings
before interest and tax (‘EBIT’) as a separate line item on the face of the statement of profit and loss. In the measurement of
EBITDA, the Company does not include depreciation and amortisation expense, finance cost, finance income, exceptional
and extraordinary items and tax expense. The Company reduces depreciation and amortisation expense from EBITDA to
measure EBIT.
4. Corporate Debt Restructuring ('CDR')
During the financial year ended March 31, 2013, Suzlon Energy Limited (SEL) along with its 7 identified domestic subsidiaries
collectively referred to as the ‘Borrowers’ and individually as the ‘Borrower’, had restructured various financial facilities
(restructured facilities) from the secured CDR lenders under the Corporate Debt Restructuring Proposal. Pursuant to approval of
CDR Package by the CDR Empowered Group (‘CDR EG’), the implementation of the CDR package was formalised upon execution of
Master Restructuring Agreement (MRA) between the CDR Lenders and Borrowers during the financial year ending March 31, 2013.
The MRA inter-alia covers the provisions to govern the terms and conditions of restructured facilities. Suzlon Global Services
Limited was included as Borrower under the CDR package.
The key features of the CDR package are as follows:
a. Repayment of Restructured Term Loans (‘RTL’) after moratorium of 2 years from cut-off date in 32 structured quarterly
instalments commencing from December 2014 to September 2022. The moratorium period of 2 years has expired on
September 30, 2014.
b. Conversion of various irregular/outstanding/devolved financial facilities into Working Capital Term Loan (‘WCTL’) and the
repayment terms of which are in similar to that of RTL with enabling mandatory prepayment obligations on realisation of
proceeds from certain asset sale and capital infusion.
c. Restructuring of existing fund based and non-fund based working capital facilities, subject to renewal and reassessment
every year.
d. Unpaid Interest due on certain existing facilities on cut off date, interest accrued during the moratorium period on RTL and
WCTL and interest on fund based working capital facilities for certain period were to be converted into Funded Interest Term
Loans (‘FITLs’) and which were to be converted into equity shares of the Company.
e. The rate of interest on RTL, WCTL, FITL and fund based working capital facilities were reduced to 11% per annum with reset
option in accordance with MRA.
f. Waiver of existing events of defaults, penal interest and charges etc. in accordance with MRA.
g. Contribution of Rs 250.00 Crore in the SEL by promoters, their friends, relatives and business associates in lieu of bank
sacrifice in the form of equity shares/CCDs including conversion of existing promoter’s loan of Rs 145.00 Crore into equity
shares/CCDs at the price determined in compliance with Securities and Exchange Board of India.
Other key features of the CDR Package are:
a. Right of Recompense to CDR Lenders for the relief and sacrifice extended, subject to provisions of CDR Guidelines and MRA
and;
b. SEL issued equity shares in lieu of sacrifice of the CDR Lenders for the first three years from cut off date at the price
determined in compliance with Securities and Exchange Board of India, if demanded by CDR lenders.
In case of financial facilities availed from the non-CDR Lenders, the terms and conditions shall continue to be governed by the
provisions of the existing financing documents.
During the year ended March 31, 2015, the restructuring proposal with Power Finance Corporation (‘PFC’) which is a non-CDR
lender was approved by CDR EG. As per the terms of restructuring, the PFC has converted certain portion of interest accrued into
FITL I and FITL II. Repayment of outstanding term loan will be in accordance with terms and conditions similar to those of RTL,
whereas repayment of FITL I will be made in 32 equal quarterly instalments and shall be co-terminus with RTL. Repayment of FITL II
will be made in 12 quarterly instalments from December 2022 to September 2025.
5. Recompense
Suzlon Energy Limited and its certain specified subsidiaries (collectively ‘the Group’) and the CDR lenders executed a Master
Restructuring Agreement (‘MRA’) during the financial year ending March 31, 2013. The MRA as well as the provisions of the Master
Circular on Corporate Debt Restructuring issued by the Reserve Bank of India, gives a right to the CDR lenders to get a recompense
of their waivers and sacrifice made as part of the CDR Proposal. The recompense amount payable by the Group is contingent on
various factors including improved performance of the Company and many other conditions, the outcome of which currently is
materially uncertain. Further, as mentioned in Note 4 to the financial statements, the Borrowers have an obligation to issue equity
shares in lieu of the sacrifice for the first three years from cut-off date, if demanded by CDR lenders. In case of CDR lenders who have
exercised the right for issuance of equity shares, the cost is amortised over the period of sacrifice. In case of CDR lenders who have
not exercised this right, the recompense amount due to the date of this balance sheet is not ascertainable.
6. Restructuring of foreign currency convertible bonds

On June 17, 2014, the Company entered into consent solicitation memorandum, with representative of the bond holders. As per
consent solicitation memorandum, bond holders had given consent that if the requisite majority of the bond holders pass the
resolution, then Company can issue new bonds to replace existing FCCB liability, redemption premium, coupon interest and default
interest on FCCBs.

Suzlon Energy Limited, Annual Report 2014-15 97

 On July 15, 2014, pursuant to the approvals received from RBI, the CDR EG, the holders of the existing bonds and the Board of
Directors of the Company, the Company approved the allotment of restructured bonds amounting to USD 546.92 Million to the
holders of the existing bonds in accordance with the terms of the consent solicitation memorandum and applicable laws and
regulations. Pursuant to the consent solicitation memorandum, the restructured bonds will mature on July 16, 2019 and the
existing 0% October 2012 Series, 7.5% October 2012 Series and 0% July 2014 Series would cease to exist. In respect of the existing
USD 175 Million 5% April 2016 Series, USD 146.20 Million of the principal amount have also been substituted by the restructured
bonds and USD 28.80 Million of the principal amount remain outstanding. In view of this the foreign currency monetary item
translation difference account ('FCMITDA') relating to restructured bonds of 5% April 2016 Series amounting to Rs 103.43 Crore
has been charged off in the statement of profit and loss and disclosed under exceptional items.

Terms of restructured bonds are as follows :

Conversion Convertible into equity shares

Conversion price Rs. 15.46 (with a fixed rate of exchange on conversion of Rs 60.225 to U.S.$1.00)
Date from which August 25, 2014
conversion option can
be exercised by
Bondholders
Tenure 5 years+1 day from date of issue
Coupon rate For first 18 month – 3.25% &
For remaining 42 months – 5.75%
Yield to maturity 4.94%

7. Sale of Senvion SE

On January 21, 2015, AE Rotor Holding B.V. a step-down wholly owned subsidiary of the Company and its subsidiaries signed a
binding agreement with Centerbridge Partners LP, USA to sell 100% stake in Senvion SE, for consideration of Euro 1,000 Million and
future earn out of up to Euro 50 Million. Post regulatory and customary clearance, the deal has been concluded on April 29, 2015.
Accordingly, the Company has made an impairment provision of Rs 5,920.00 Crore in the value of investments and disclosed the
same under exceptional items. The future earn out of EURO 50 Million is not considered as part of sale consideration as it is subject
to conditions.

8. Going Concern

The matter of emphasis reported by the auditors in the previous several quarters on account of uncertainty of the Company to
continue as going concern has been resolved due to various positive developments, primarily on account of sale of Senvion SE
aggregating to Euro 1,000 Million and preferential allotment to investor group aggregating to Rs 1,800 Crore. These developments
have infused sufficient liquidity in the business of the Company which was earlier lacking and accordingly, the uncertainty of the
Company to continue as going concern is resolved.

9. On March 29, 2014, the Company had sold its Operation and Maintenance ("OMS") Business Undertaking to one of its subsidiaries,
Suzlon Global Services Limited ('SGSL') (formerly SISL Green Infra Limited) on a slump sale basis. Accordingly, the financial
statement as at and for the year ended March 31, 2015 are to that extent not comparable with the financial statements of the prior
periods presented.

10. (i) Share capital

Authorised shares

March 31, 2015 March 31, 2014

7,500,000,000 (5,500,000,000) equity shares of Rs 2/- each 1,500.00 1,100.00
1,500.00 1,100.00
Issued shares
March 31, 2015 March 31, 2014
3,726,647,172 (2,507,078,158) equity shares of Rs 2/- each 745.33 501.42
745.33 501.42
Subscribed and fully paid-up shares
March 31, 2015 March 31, 2014
3,707,715,195 (2,488,146,181) equity shares of Rs 2/- each 741.54 497.63
741.54 497.63

98 Suzlon Energy Limited, Annual Report 2014-15

a. Reconciliation of the equity shares outstanding at the beginning and at the end of the financial year

March 31, 2015 March 31, 2014

Number of Rs in Crore Number of Rs in Crore
Shares (Crore) Shares (Crore)
At the beginning of the year 248.81 497.63 177.74 355.47
Issued during the year
- CDR lenders 21.54 43.08 51.42 102.84
- Vendors 6.79 13.57 1.18 2.38
- Grant of Employee Stock 1.01 2.02 – –
Purchase Scheme (ESPS)
- Promoters entity 7.78 15.56 18.47 36.94
- Conversion of bonds 84.84 169.68 – –
Outstanding at the end of the year 370.77 741.54 248.81 497.63

b. Terms/rights attached to equity shares

The Company has only one class of equity shares having a par value of Rs 2 each. Each holder of equity shares is entitled to
one vote per share except for the underlying depository shares held against the Global Depository Receipts (‘GDRs’).

Holders of the GDR have no voting rights with respect to the equity shares represented by the GDRs. Deutsche Bank Trust
Company Americas (the ‘Depository’), which is the shareholder on record in respect of the equity shares represented by the
GDRs, will not exercise any voting rights in respect of the equity shares against which GDRs are issued, unless it is required to
do so by law. Equity shares which have been withdrawn from the Depository facility and transferred on the Company's
register of members to a person other than the Depository, ICICI Bank Limited (the ‘Custodian’) or a nominee of either the
Depository or the Custodian may be voted by the holders thereof.

As regard the shares which did not have voting rights as on March 31, 2015 are GDRs – 2,114,631 / (equivalent shares –
8,458,524) and as on March 31, 2014 are GDRs – 1,791,178 / (equivalent shares – 7,164,712).

The Company declares and pays dividends in Indian rupees. The dividend proposed by the Board of Directors is subject to
approval of the shareholders in the ensuing Annual General Meeting.

In the event of liquidation of the Company, the holder of equity shares will be entitled to receive remaining assets of the
Company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares
held by the shareholders.

c. Aggregate number of bonus shares issued, share issued for consideration other than cash and shares bought back during
the period of five years immediately preceding the reporting date:

March 31, 2015 March 31, 2014

Number of shares Number of shares
(Crore) (Crore)
Equity shares allotted as fully paid up pursuant to contracts for
consideration other than cash 3.20 3.20

In addition, the Company has issued 8,000 shares (32,000 shares) during the period of five years immediately preceding the
reporting date on exercise of options granted under the employee stock option plan (ESOP) wherein part consideration was
received in the form of employee services. In addition to this, during the year the Company has allotted 10,095,000 equity
shares (Nil shares) to employees under ESPS Scheme.

d. Shares reserved for issue under options

For details of shares reserved for issue under the employee stock option (ESOP) plan of the Company, Note 31(b), under
heading of “Closing balance”.

For details of shares reserved for issue on conversion of FCCBs, refer Note 12(II)(a) for terms of conversion/ redemption.

For details of shares reserved for issue on conversion of Funded Interest Term Loan into equity shares or compulsory
convertible debentures and issue of equity shares in lieu of sacrifice of the CDR Lenders, refer Note 4(d) for terms of
conversion. The shares were issued during the current year. There are no shares reserved for issue under options as at the
balance sheet date.

For details of shares reserved for issue on conversion of existing promoter loans and promoter contribution in lieu of bank
sacrifice and to certain vendors, refer Note 4(g). The shares were issued during the current year. There are no shares
reserved for issue under options as at the balance sheet date.

For details of shares reserved for issue to an Investor Group, refer Note 10(ii) for terms of issue.

Suzlon Energy Limited, Annual Report 2014-15 99

e. Details of shareholders holding more than 5% equity shares in the Company:

Name of the shareholder March 31, 2015

Number of shares % holding

(Crore)
(Equity shares of Rs 2 each fully paid)
IDBI Bank Limited 20.45 5.52
Sugati Holdings Private Limited 26.25 7.08

Name of the shareholder March 31, 2014

Number of shares % holding
(Crore)
(Equity shares of Rs 2 each fully paid)
IDBI Bank Limited 16.26 6.53
Sugati Holdings Private Limited 18.47 7.42
Tanti Holdings Private Limited 15.46 6.21

Note: As per records of the Company, including its register of shareholders/ members and other declarations received from
shareholders regarding beneficial interest, the above shareholding represents both legal and beneficial ownerships of
shares.

(ii) Share application money pending allotment

Sr. Allottee No. of shares Amount per share Aggregate amount

No. (Crore)

1 CDR lenders – – –
(6.92) (18.51) (128.04)
2 Specified vendors – – –
(3.24) (10.48) (33.98)
3 Investor Group* 100.00 18.00 1,800.00
(–) (–) (–)

* The Company on February 13, 2015 signed a Shareholder Agreement ("agreement") with an Investor Group in terms of
which the Investor Group agreed to subscribe to 100 Crore equity shares at the rate of Rs 18 per shares aggregating to Rs
1,800 Crore. This is in addition to shares to be acquired under an Open Offer under SEBI takeover regulations. Subsequent
to the year-end and pending completion of the Open Offer, the Company has allotted 100 Crore equity shares to this
Investor Group in terms of approval granted by the Competition Commission of India vide its letter dated May 01, 2015.The
key important terms of the Agreement with the Investor Group are as follows;

• Right to appoint Directors till the time the shareholding percentage of the Investor Group is in excess of 5 %. The
percentage holding of the investor group shall be calculated excluding further issue of equity shares to third parties,
except right issues.

• There are certain decisions specified in the Agreement which need a Unanimous Vote of the Investor Group and the
Promoter in writing.

• The Investor Group has irrevocably agreed that it will exercise voting rights, including at General Meetings or Board
Meetings, in accordance with the recommendations provided by the Main Promoter (except for Unanimous vote
items where it will have sole discretion) with a view to ensuring that the control of the Company in all respects
including control over management and day to day operations shall remain with the Promoters.

• The Investor Group and the Promoters of the Company shall be considered as 'persons acting in concert' under
regulation 2(1)(q) of the SEBI Takeover regulations based on the Voting Arrangement.

• If the Promoters decide to transfer any of their shareholding in the Company, they shall first offer these to the
Investor Group.

• If the Investor Group decide to transfer any of their shareholding in the Company, they shall first offer these to the
Promoter Group.

• The Investor Group shares shall be subject to a lock-in period applicable under applicable regulations or one-year
whichever is later.

(iii) Issue of shares post March 31, 2015

Apart from the amount shown as share application money as on March 31, 2015, the Company issued 0.75 Crore equity
shares at Rs 15.46 each aggregating to Rs 11.60 Crore to bondholders, post March 31, 2015.

100 Suzlon Energy Limited, Annual Report 2014-15

11. Reserves and surplus

March 31, 2015 March 31, 2014

a. Capital reserve 23.30 23.30
b. Capital redemption reserve 15.00 15.00
c. Securities premium account
As per last balance sheet 5,193.11 4,269.47
Add : Additions during the year
- CDR lenders 355.61 848.91
- Vendors 57.55 19.62
- Promoters entity 76.44 166.06
- Conversion of bonds 1,141.99 –
Add : Additions on ESOPs exercised 6.15 –
Add : Outstanding ESOP transferred 1.77 –
Less: Proportionate premium payable on redemption of FCCBs – (110.95)
6,832.62 5,193.11
d. Employee stock options outstanding
As per last balance sheet 9.54 14.09
Add : Compensation options granted during the year 13.37 1.82
Less : transferred to securities premium on exercise of stock option (1.77) –
Less : deferred employee stock compensation outstanding (5.61) –
Less : transferred to statement of profit and loss on cancellation of stock – (6.37)
options
Less: transferred to general reserve on cancellation of stock option (7.64) –
(refer Note 3)
7.89 9.54
e. Foreign currency monetary item translation difference account (75.59) 100.53
f. General reserve
As per last balance sheet 853.16 853.16
Add : transfer from employee stock options outstanding (refer Note 3) 7.64 –
Less : reduction during the year (refer Note 16a) (8.03) –
852.77 853.16
g. Statement of profit and loss
As per last balance sheet (4,028.31) (3,103.84)
Add: Profit / (loss) for the year (6,032.34) (924.47)
Net deficit in the statement of profit and loss (10,060.65) (4,028.31)
Total (2,404.66) 2,166.33

12. Long-term borrowings

March 31, 2015 March 31, 2014
a. Secured
Term loans from
(i) Banks 1,773.37 3,472.23
(ii) Financial institutions 1,581.75 1,598.71
3,355.12 5,070.94
b. Unsecured
(i) Foreign currency convertible bonds 2,237.00 1,048.51
Total 5,592.12 6,119.45

I. The details of security for the secured loans are as follows:

(i) In case of financial facilities from CDR lenders in accordance with MRA and non-CDR lenders, RTL, WCTL, FITL
aggregating Rs 5,281.11 Crore (Rs 5,301.24 Crore) of which Rs 3,355.12 Crore (Rs 5,070.93 Crore) classified as long-
term borrowings and Rs 1,925.99 Crore (Rs 230.31 Crore) classified as current maturities of long-term borrowings,
fund based working capital facilities of Rs 2,013.65 Crore (Rs 1,768.48 Crore) and non fund based working capital
facilities are secured by first pari passu charge on all chargeable present and future tangible/intangible movable
assets of each of the Borrowers, first charge on all chargeable present and future immovable assets (excluding the
identified properties) of each of the Borrowers, first charge on all present and future chargeable current assets of
each of the Borrowers, first charge over Trust and Retention Account (‘TRA’) and other bank accounts of the
Borrowers, pledge of equity shares held by SEL in its 8 Indian subsidiaries which are forming part of the Borrowers,
negative lien over the equity shares held by SEL in SE Forge Limited, pledge on shares of Suzlon Energy Limited,
Mauritius (‘SELM’) held by SEL, negative lien over the equity shares of certain overseas subsidiaries of SEL held by its

Suzlon Energy Limited, Annual Report 2014-15 101

 step down overseas subsidiaries, pledge of certain equity shares of SEL held by its promoters, personal guarantee of
the managing director of SEL and limited personal guarantee of one director of SSL.
In addition to above, the loans outstanding as on March 31, 2014, were secured by pledge of shares of certain
overseas subsidiaries held by SEL’s step down overseas subsidiaries including pledge of shares of Senvion SE and
guarantee by an overseas subsidiary. Post April 29, 2015, the pledged shares and guarantee are ceded from the
charge.
ii) Rs 174.78 Crore (Rs 210.85 Crore) secured by way of priority repayment against the specific receivables being
financed by certain lenders along with sharing of securities under CDR Package and personal guarantee of the
managing director of SEL and limited personal guarantee of one director of SSL.
iii) Rs 408.53 Crore (Rs 236.45 Crore) secured by way of priority repayment against the specific receivables being
financed by a lender along with sharing of securities under CDR Package and personal guarantee of the managing
director of SEL.
iv) Rs 150.00 Crore (Rs Nil) secured by way of priority repayment on pari passu basis against the specific receivables
being financed by a lender and a pari passu charge on the stock and receivables pertaining to specific projects with
the lenders for the facility mentioned in point (v) below.
v) Rs 681.00 Crore (Rs Nil) secured by way of priority repayment on pari passu basis against the specific receivables
being financed by a lender and a pari passu charge on the stock and receivables pertaining to specific projects with
the lender for the facility mentioned in point (iv) above, corporate guarantee of a company and pledge of shares of a
company.
vi) Vehicle loan of Rs 0.62 Crore (Rs Nil), of which Rs 0.62 Crore (Rs Nil) classified as current portion of long term
borrowings is secured against vehicle under hire purchase contract.
II. Foreign currency convertible bonds

Pursuant to the approval of its Board of Directors, CDR EG, RBI and bond holders of each of its outstanding FCCB series, the
Company successfully restructured each of its existing FCCB series, wherein, 100% of USD 200 Million 0% October 2012
bonds, USD 20.80 Million 7.5% October 2012 bonds and USD 90 Million 0% July 2014 bonds got fully substituted by the new
FCCBs on July 15, 2014 and thus ceased to exist. In respect of USD 175 Million 5% April 2016 series, USD 28.80 million in
principal value remain outstanding; the remaining holders opted to substitute their existing bonds with the new foreign
currency convertible bonds.

a. Following are initial key terms of the bonds post restructuring:

Particulars April 2016 Bonds July 2019 Bonds

Issue date April 12, 2011 July 15, 2014

Outstanding post restructuring (in USD) 28.80 Million 546.92 Million
Face value per bond (in USD) 2,00,000 1,000
Conversion price per share (Rs) 54.01 15.46
Fixed exchange rate (Rs/ USD) 44.59 60.225
Redemption amount as a % of principal amount (%) 108.70 100.00
Coupon rate 5.0% 3.25% for first
18 months
5.75% for
balance 42 months
Maturity date April 06,2016 July 16, 2019
Current outstanding (in USD) 28.80 Million 329.12 Million

Since the date of issuance, bonds equivalent to USD 217.80 Million of July 2019 have been converted into shares
by March 31, 2015. The bondholders have exercised their rights to convert bonds of USD 217.80 million of July
2019 bonds during the year ended on March 31, 2015.
b. Redemption premium:
Due to restructuring of bonds, as explained in Note 6, the Company provided for the proportionate redemption
premium of Rs 36.24 Crore (Rs 110.95 Crore). Following are the scheme-wise details of the redemption premium as
of the year end date:
Rs in Crore
Phase March 31, 2015 March 31, 2014
Phase II (0% October 2012) – 326.59
Phase II (new) (7.5% October 2012) – 72.08
Phase III (0% July 2014) – 171.18
Phase IV (5% April 2016) 12.01 49.66
Restructured bonds 24.23 –

Total 36.24 619.51

102 Suzlon Energy Limited, Annual Report 2014-15

 III. The Company has made certain defaults in repayment of financial facilities and payment of interest. The details of
continuing default as at March 31, 2015 is as below :

Particulars March 31, 2015 March 31, 2014

Amount Period of delay Amount Period of delay
(Rs in Crore) in days (Rs in Crore) in days
Repayment of phase II and phase II
(new) bonds including redemption
premium – – 1,250.44 Up to 545 days
Repayment of term loan 52.65 Upto 90 days – –
Repayment of working capital 30.17 Upto 30 days – –
term loan
Payment of interest 183.67 Upto 90 days 29.96 Upto 59 days
Letters of credit / buyers' credit /
devolvement 57.35 Upto 87 days 28.95 Upto 165 days

IV. The details of repayment of long term borrowings are as follow :

Particulars Up to 1 Year 2 to 5 Years Above 5 Years Total

Secured loans* 1,926.61 1,543.08 1,812.04 5,281.73
(230.31) (2,925.30) (2,145.64) (5,301.25)
Unsecured loans – 2,237.00 – 2,237.00
(1,492.66) (1,048.51) – (2,541.17)
Total 1,926.61 3,780.08 1,812.04 7,518.73
(1,722.97) (3,973.81) (2,145.64) (7,842.42)
* For repayment details of term loans from banks and financial institutions which are part of CDR, refer Note 4.
The rate of interest on the long-term borrowings ranges between 11.00% p.a. to 15.00% p.a., during the year, depending
upon the prime lending rate of the banks and financial institutions, wherever applicable, and the interest rate spread agreed
with the banks.
13. Provisions
Long-term Short-term
March 31, 2015 March 31, 2014 March 31, 2015 March 31, 2014
Employee benefits 37.97 31.52 28.82 17.48
Performance guarantee, operation,
maintenance and warranty and
liquidated damages 47.65 58.16 405.96 374.16
Provision for FCCB redemtion premium 36.24 49.66 – 171.18
Total 121.86 139.34 434.78 562.82

The Company has made adequate provisions for all obligations, including long-term contracts and derivative contracts as required
under the Accounting Standards.
In pursuance of Accounting Standard-29 (AS-29) ‘Provisions, contingent liabilities and contingent assets’, the provisions required
have been incorporated in the books of account in the following manner:
Particulars Performance Operation, Liquidated
guarantee maintenance and damages
warranty
Opening balance 52.18 230.10 150.04
(149.06) (144.73) (154.60)
Additions during the year 17.93 78.77 97.45
(54.43) (186.59)** (33.34)
Utilisation 23.76 123.21* 25.89
(37.82) (101.22)* (37.90)
Reversal – – –
(75.61) (–) (–)
Transferred to SGSL on account of sale – – –
(37.88) (–) (–)
Closing balance 46.35 185.66 221.60
(52.18) (230.10) (150.04)

Suzlon Energy Limited, Annual Report 2014-15 103

 * includes expenditure booked under various expenditure heads by their nature.

** This includes amount of Rs 52.09 Crore towards prior period expenses.

Performance guarantee ('PG') represents the expected outflow of resources against claims for performance shortfall expected in
future over the life of the guarantee assured. The period of performance guarantee varies for each customer according to the terms
of contract. The key assumptions in arriving at the performance guarantee provisions are wind velocity, plant load factor, grid
availability, load shedding, historical data, wind variation factor etc.

Operation, maintenance and warranty ('O&M') represents the expected liability on account of field failure of parts of WTG and
expected expenditure of servicing the WTGs over the period of free operation, maintenance and warranty, which varies according
to the terms of each sales order.

Liquidated damages ('LD') represents the expected claims which the Company may need to pay for non-fulfilment of certain
commitments as per the terms of the respective sales/purchase contracts. These are determined on a case to case basis
considering the dynamics of each contract and the factors relevant to that sale.

The figures shown against ‘Utilisation’ represent withdrawal from provisions credited to statement of profit and loss to offset the
expenditure incurred during the year and debited to statement of profit and loss.

14. Short-term borrowings

March 31, 2015 March 31, 2014

Secured
(i) Working capital facilities from banks 2,869.43 1,979.33
(ii) Working capital facilities from financial institutions 408.53 236.45
(iii) Working capital facilities from others 150.00 –

Total 3,427.96 2,215.78

The rate of interest on the working capital loans from banks, financial institutions and others ranges between 11% p.a. to 14% p.a.
depending upon the prime lending rate of the banks and financial institutions, wherever applicable, and the interest rate spread
agreed with the banks. For details of security given for short-term borrowings, refer Note 12 (I) above.

15. Other liabilities

Non-Current Current
March 31, 2015 March 31, 2014 March 31, 2015 March 31, 2014
Current maturities of long-term – – 1,926.61 1,722.97
borrowings

Interest accrued but not due on – – 21.38 35.82

borrowings

Interest accrued and due on borrowings – – 178.51 95.15

Unclaimed dividend – – 0.10 0.16

Advance from customer – – 731.37 415.46

Premium payable on redemption of FCCBs – – – 398.67

Others* 85.49 15.70 342.12 641.01

Total 85.49 15.70 3,200.09 3,309.24

* Primarily includes statutory dues, refundable deposits, and accruals.

104 Suzlon Energy Limited, Annual Report 2014-15

 16. Tangible and Intangible assets

Gross block Depreciation / amortisation Net block

Assets As at April 1, Deductions/ Sale of OMS As at March As at April 1, Deductions/ Sale of OMS Charged to As at March As at March As at March
Additions Additions
2014 adjustments Business 31, 2015 2014 adjustments business reserve 31, 2015 31, 2015 31, 2014
Tangible assets
Freehold land 102.10 – – – 102.10 – – – – – – 102.10 102.10
Leasehold land 2.15 – – – 2.15 0.25 0.04 – – – 0.29 1.86 1.89
Buildings 446.61 0.04 – – 446.65 175.39 19.14 – – – 194.53 252.12 271.21
Plant and machinery 356.83 36.54 17.70 – 375.67 260.45 35.09 8.13 – 0.03 287.44 88.23 96.38
Wind research and measuring equipments 67.45 2.41 8.23 – 61.63 53.77 6.90 7.42 – – 53.25 8.38 13.69
Computers and office equipments 173.50 0.35 2.83 – 171.02 124.10 32.68 2.74 – 7.79 161.83 9.19 49.40
Furniture and fixtures 151.70 0.08 0.26 – 151.52 92.46 18.86 0.25 – 0.21 111.28 40.24 59.24
Vehicles 6.25 1.46 0.78 – 6.93 5.45 0.42 0.73 – – 5.14 1.79 0.80
Total tangible assets 1,306.59 40.88 29.80 – 1,317.67 711.87 113.13 19.27 – 8.03 813.76 503.91 594.72
Previous year 1,523.71 28.68 83.99 161.81 1,306.59 764.15 102.52 68.15 86.65 – 711.87 594.72 759.56
Intangible assets
Designs and drawings 384.74 3.88 – – 388.62 263.23 43.22 – – – 306.45 82.17 121.51
SAP and other software 22.88 0.24 – – 23.12 19.99 1.46 – – – 21.45 1.67 2.89
Total intangible assets 407.62 4.12 – – 411.74 283.22 44.68 – – – 327.90 83.84 124.40
Previous year 422.76 7.63 – 22.75 407.62 233.97 71.48 – 22.21 – 283.22 124.40 188.79

a) As per requirements of Schedule II to the Companies Act 2013 in case of assets, where the useful life has expired on April 1, 2014, carrying amount of asset needs to be charged to opening balance of retained
earnings. Considering the applicability of Schedule II, the management has re-estimated useful lives and residual values of computers, office equipment, furniture and fixtures and plant and machinery
which has resulted in charge of Rs 8.03 Crore in the general reserve.

The details of fixed assets held for disposal forming part of and included in tangible assets schedule.

As at March 31, 2015

Tangible Assets Gross block Accumulated Net block Depreciation

depreciation for the year

Freehold land 13.52 – 13.52 –

Buildings 97.58 58.44 39.14 4.29
Plant and machinery 93.09 81.64 11.45 6.39

Suzlon Energy Limited, Annual Report 2014-15

Computers and office equipments 7.38 7.07 0.31 0.33
Furniture and fixtures 4.83 4.22 0.61 0.51
Vehicles 0.20 0.19 0.01 0.01

105
Total 216.60 151.56 65.04 11.53
Previous year 224.72 146.34 78.38 9.12
17. Investments

Particulars March 31, 2015 March 31, 2014

Non-current investments

Unquoted

Non-trade investments (valued at cost unless stated otherwise)

Government and other securities (Non-trade)
Security deposit with government departments 0.01 0.01

0.01 0.01

Trade investment in subsidiaries

Indian

14,524,600 (14,524,600) equity shares of Rs 10 each of Suzlon Structures Limited 17.80 17.80
46,882,430 (46,882,430) equity shares of Rs 10 each of Suzlon Generators Limited 46.88 46.88
45,915,359 (45,915,359) equity shares of Rs 10 each of Suzlon Gujarat 45.92 45.92
Windpark Limited
Less: Provision for diminution in value of investment (45.92) (45.92)
3,010,000 (3,010,000) equity shares of Rs 10 each of Suzlon Power 3.01 3.01
Infrastructure Limited
Less: Provision for diminution in value of investment – (3.01)
10,000,000 (10,000,000) equity shares of Rs 10 each of SE Electrical Limited 10.00 10.00
10,000,000 (10,000,000) equity shares of Rs 10 each of Suzlon Wind 10.00 10.00
International Limited
Less: Provision for diminution in value of investment (10.00) (10.00)
15,000,000 (15,000,000) equity shares of Rs 10 each of SE Blades Limited 15.00 15.00
Less: Provision for diminution in value of investment (15.00) (15.00)
49,000 (49,000) equity shares of Rs 10 each of Suzlon Global Services Ltd. 0.05 0.05
(formerly SISL Green Infra Limited)
996,750 (800,000) equity shares of Rs 10 each of SE Solar Limited 1.00 0.80
Less: Provision for diminution in value of investment (1.00) (0.80)
750,000 (750,000) 8% cumulative redeemable preference shares of Rs 100 each 7.50 7.50
of Suzlon Structures Limited
19,329,550 (19,329,550) 9% cumulative redeemable preference shares of 193.30 193.30
Rs 100 each of Suzlon Wind International Limited
Less: Provision for diminution in value of investment (193.30) (186.00)
8,590,000 (8,590,000) 9% cumulative redeemable preference shares of 85.90 85.90
Rs 100 each of SE Electrical Limited
52,398,000 (52,398,000) 9% cumulative redeemable preference shares of 523.98 523.98
Rs 100 each of SE Blades Limited
Less: Provision for diminution in value of investment (317.98) (299.98)
10,327,817 (10,327,817) 3% compulsory convertible preference shares of 10.32 10.32
Rs 10 each of Suzlon Generators Limited
20,000,000 (20,000,000) 9% cumulative redeemable preference shares of 200.00 200.00
Rs 100 each of Suzlon Gujarat Windpark Limited
Less: Provision for diminution in value of investment (200.00) (200.00)
566,254,125 (416,254,125) equity shares of Rs 10 each of SE Forge Limited 716.96 566.96
Less : Provision for diminution in value of investment – (566.96)

1,104.42 409.75

106 Suzlon Energy Limited, Annual Report 2014-15

Particulars March 31, 2015 March 31, 2014

Overseas
244,000 (244,000) equity shares of 10 Euro each fully paid up of AE Rotor 13.15 13.15
Holding B.V., The Netherlands

19,114,865 (19,114,864) equity shares of 1 Euro each fully paid up of Suzlon 580.93 503.72
Energy A/S, Denmark, [Euro 69,769,999 (Euro 59,770,000) invested as additional
paid-up-capital]

Less : Provision for diminution in value of investment (580.93) (503.72)

1,000 (1,000) equity shares of 1 USD each fully paid up of Suzlon Rotor 116.47 116.47
Corporation, USA [USD 27,999,000 (USD 27,999,000) invested as additional
paid in capital]

Less: Provision for diminution in value of investment (116.47) (116.47)

4,890,681,979 (4,890,681,979) equity shares of 10 MUR each of Suzlon 7,245.62 7,245.62

Energy Limited, Mauritius

Less: Provision for diminution in value of investment (5,920.00) –

Suzlon Wind Energy Equipment Trading (Shanghai) Co. Limited, China 10.11 10.11

Less: Provision for diminution in value of investment (10.11) (6.91)

1,338.77 7,261.97

Investment in joint venture (at cost, fully paid)

Suzlon Energy (Tianjin) Limited, China 58.33 58.33

Other than subsidiaries

7,550 (7,550) equity shares of Rs 10 each of Saraswat Co-operative Bank Ltd 0.01 0.01

30 (30) equity shares of Rs 10 of Godrej Millennium Condominium* 0.00 0.00

0.01 0.01

Total 2,501.54 7,730.07

*Less than Rs 0.01 Crore

Current investments

Quoted

SBI Mutual Fund [1,139,142 (Nil) units)] of Rs 2,195 each 250.00 –

Total quoted investment 250.00 –

Total 250.00 –

Aggregate amount of quoted investments

[Market value: Rs 250.12 Crore (Rs Nil)] 250.00 –

Aggregate amount of unquoted investments 2,501.54 7,730.07

Aggregate provision for diminution in value of investment (7,410.71) (1,954.77)

Suzlon Energy Limited, Annual Report 2014-15 107

18. Loans and advances

Non-current Current
March 31, 2015 March 31, 2014 March 31, 2015 March 31, 2014
Capital advances
Unsecured, considered good 0.07 0.03 – –
(a) 0.07 0.03 – –
Security deposits
Unsecured, considered good 20.51 32.35 10.71 11.19
(b) 20.51 32.35 10.71 11.19
Loans and advances to related parties*
Unsecured loans to subsidiaries 1,472.34 3,212.76 3,386.22 1,108.12
(refer Note 28(b))
Less: Adjustment for interest – (153.20) – –
derecognition as per AS-9**
1,472.34 3,059.56 3,386.22 1,108.12
Unsecured, security deposits 64.48 30.00 – 34.48
Unsecured advances for goods and services – – 560.25 654.49
Unsecured, considered doubtful 87.02 601.77 – –
1,623.84 3,691.33 3,946.47 1,797.09
Less: Provision for diminution in loans (87.02) (601.77) – –
(c) 1,536.82 3,089.56 3,946.47 1,797.09
Advances recoverable in cash or in kind
Unsecured, considered good 0.71 2.58 84.08 99.56
Unsecured, considered doubtful 58.65 22.62 – –
59.36 25.20 84.08 99.56
Less : Allowance for bad and doubtful (58.65) (22.62) – –
advances
(d) 0.71 2.58 84.08 99.56
Other loans and advances
Unsecured, considered good
Advance income tax (net of provisions) 22.44 14.72 7.59 17.79
Other assets – – 33.63 23.12
(e) 22.44 14.72 41.22 40.91
Total (a+b+c+d+e) 1,580.55 3,139.24 4,082.48 1,948.75

*Refer Note 34
** This amount pertains to interest on loans to Indian subsidiaries aggregating to Nil (Rs 145.59 Crore) and to foreign subsidiaries
aggregating to Nil (Rs 7.61 Crore) which had been derecognised from the statement of profit and loss in previous year due to
uncertainty towards recoverability of the amount, the same has been recognised in current year. The Company has reassessed its
business plans, including the business plans of its subsidiaries. Based on the revised business plans and valuation reports obtained
from an independent valuation firm, the Company has reversed the impairment provision on loans. The Company has also
recognised interest income on the loans given to these subsidiaries pertaining to previous years and current year.
19. Trade receivables and other assets
19.1 Trade receivable
Non-current Current
March 31, 2015 March 31, 2014 March 31, 2015 March 31, 2014
Unsecured
Outstanding for a period exceeding
six months from due date
Considered good* – – 1,201.48 888.80
Considered doubtful 56.11 45.87 – –
56.11 45.87 1,201.48 888.80
Other receivable – – 378.87 659.08
56.11 45.87 1,580.35 1,547.88
Provision for doubtful receivables (56.11) (45.87) – –
Total – – 1,580.35 1,547.88

108 Suzlon Energy Limited, Annual Report 2014-15

 *Current trade receivables include receivables from subsidiaries of Rs 901.79 Crore (Rs 723.07 Crore) and from joint venture
of Rs 19.14 Crore (Rs 19.41 Crore). Out of the same Rs 296.42 Crore has been received post balance sheet date.
The Company has a trade receivable of Rs. 144.70 Crore from one of its customer towards sale of WTG's. The customer has
withheld payment subject to receipt of No Objection Certificate (NOC) from statutory authorities. The Company has
obtained an opinion from a Senior Legal Counsel that statutory agencies cannot deny the NOC since the sites at which the
windfarms are located are beyond the specified radius wherein permission is required. The Company along with the
customer is in discussions with statutory authorities to resolve this matter amicably. The customer has not cancelled the
contract and has not indicated any intention to cancel the contract. Pending resolution of this matter, no adjustments have
been made to the financial statements.
19.2 Other assets
Non-current Current
March 31, 2015 March 31, 2014 March 31, 2015 March 31, 2014
Unsecured, considered good
unless stated otherwise

Non-current bank balances 96.95 138.24 – –

Prepaid compensation in lieu of
bank sacrifice – 22.83 22.83 45.66
Ancillary cost of arranging the
borrowings 35.33 21.61 9.22 9.22
Receivable towards sale of
business – – 1,687.86 2,000.00
Receivable towards sale of
investment – – – 52.37
Receivable towards share
application money* – – 1,800.00 –
Forward contract receivable – – 249.50 –
Interest receivable** – – 154.74 6.79
Other assets*** 272.69 77.43 144.19 334.86
Total 404.97 260.11 4,068.34 2,448.90

*On February 13, 2015, the Company entered into a Share Subscription Agreement ("SSA") for preferential allotment of
equity shares to an investor group. The Company has received funds amounting to Rs 1,800 Crore as part of this process on
May 14, 2015 and allotment of shares was completed on May 15, 2015. The agreement was irrevocable and binding and the
shareholder approval for the same was obtained on March 19, 2015. Further, only Competition Commission of India (CCI)
approval was pending as at March 31, 2015 which was subsequently obtained on May 1, 2015. Accordingly, as at March 31,
2015, the Company has recognised share application money receivable in the financial statements with a corresponding
credit to share application money account.
**Interest includes interest receivable from Suzlon Global Services Limited of Rs 148.64 Crore (Rs Nil) on consideration for
sale of business undertaking.
***The Company incurs expenditure on development of infrastructure facilities for power evacuation arrangements as per
authorization of the State Electricity Boards ('SEB')/Nodal agencies in Maharashtra and Tamil Nadu. The expenditure is
reimbursed, on agreed terms, by the SEB/Nodal agencies. In certain cases, the Company recovers the cost from customers
in the ordinary course of business. The cost incurred towards development of infrastructure facility inventory is reduced by
the reimbursements received from SEB/Nodal agencies and the net amount is shown as ‘Infrastructure Development Asset’
under other current assets. The excess of cost incurred towards the infrastructure facilities net of reimbursement received
from SEB/Nodal agencies/customers is charged to statement of profit and loss as infrastructure development expenses.
Other assets include Rs 385.13 Crore (Rs 366.63 Crore) towards infrastructure development which is similar in nature of
power evacuation inventory.
20. Inventories (valued at lower of cost and net realisable value)
March 31, 2015 March 31, 2014

Raw materials [including goods in transit of Rs 54.98 Crore (Rs 67.87 Crore)] 234.87 314.67
(refer Note 40e)
Semi-finished goods and work- in- progress [(including goods in transit of
Rs 10.90 Crore (Rs 91.94 Crore)] 311.42 364.35
Land and land lease rights 28.79 25.24
Stores and spares 35.84 36.73
Total 610.92 740.99

Suzlon Energy Limited, Annual Report 2014-15 109

21. Cash and bank balances

March 31, 2015 March 31, 2014

Balances with banks:

In current accounts 66.79 59.95
Unpaid dividend 0.10 0.16
Other bank balances 0.39 0.28
Cash on hand 0.19 0.18
Total 67.47 60.57

22. Revenue from operations

March 31, 2015 March 31, 2014

Sale of wind turbines and other components 2,254.18 2,364.13
Excisable sales 0.01 0.14
Less : Excise duty (0.00)* (0.02)
2,254.19 2,364.25
Sale of services – 651.38
Scrap sales 7.30 20.73
Total 2,261.49 3,036.36

*Less than Rs 0.01 Crore

Disclosure pursuant to Accounting Standard-7 (AS-7) ‘Construction Contracts’

March 31, 2015 March 31, 2014

Contract revenue recognised during the period 296.28 272.27
Aggregate amount of contract cost incurred and recognised profits
(less recognised losses) for all contracts in progress up to the reporting date 864.40 521.83
Amount of customer advances outstanding for contracts in progress up
to the reporting date – –
Retention amount due from customers for contracts in progress up to
the reporting date – –
Due from customers – –
Due to customers 7.44 22.00

23. Cost of raw material and components consumed

March 31, 2015 March 31, 2014

Consumption of raw materials (including project business)
(refer Note 40d for details)
Opening inventory 314.67 623.31
Add : Purchases including bought out components 1,547.66 1,373.10
1,862.33 1,996.41
Less : Closing inventory 234.87 314.67
1,627.46 1,681.74
Purchase of traded goods 18.39 36.74
Changes in inventories of finished goods, work-in-progress and stock-in-trade
(Increase) / decrease in stocks:
Opening inventory
Finished, semi-finished goods and work- in- progress 364.35 847.26
Land and land lease rights 25.24 19.06
(A) 389.59 866.32
Closing inventory
Finished, semi-finished goods and work- in- progress 311.42 364.35
Land and land lease rights 28.79 25.24
(B) 340.21 389.59
(Increase)/ decrease in stocks (C) = (A) - (B) 49.38 476.73

110 Suzlon Energy Limited, Annual Report 2014-15

24. Employee benefits expense
March 31, 2015 March 31, 2014
Salaries, wages, allowances and bonus 160.79 233.63
Contribution to provident fund and other funds 14.81 13.37
Employee stock option scheme 7.76 (4.55)
Staff welfare expenses 3.68 13.25
Total 187.04 255.70

25. Other expenses

March 31, 2015 March 31, 2014
Stores and spares consumed 17.50 22.73
Power and fuel 4.40 2.75
Factory and site expenses 2.46 5.60
Repairs and maintenance:
Plant and machinery 0.75 0.83
Building 1.81 2.48
Others 12.93 20.26
Operation and maintenance charges 58.21 11.01
Design change and technical upgradation charges 1.12 1.31
Rent 6.74 11.76
Rates and taxes 2.15 3.72
Performance guarantee expenditure (refer Note 13)
Expenses incurred during the year 23.76 37.82
Provision made during the year 17.93 (21.18)
Less: Amount withdrawn from provision (23.76) (37.82)
Liquidated damages expenditure (refer Note 13)
Expenses incurred during the year 25.89 37.90
Provision made during the year 97.45 33.34
Less: Amount withdrawn from provision (25.89) (37.90)
Operation, maintenance and warranty expenditure (refer Note 13) 78.77 42.73
Quality assurance expenses 13.98 59.99
R & D, certification and product development 35.26 31.69
Insurance 7.76 8.51
Advertisement and sales promotion 4.61 2.97
Infrastructure development expenses – 14.36
Freight outward and packing expenses 133.96 209.42
Sales commission 3.47 6.12
Travelling, conveyance and vehicle expenses 23.80 42.47
Communication expenses 4.96 8.87
Auditors' remuneration and expenses (refer details below) 1.42 4.22
Consultancy charges 41.27 53.30
Charity and donations 0.54 0.24
Security expenses 6.25 51.46
Miscellaneous expenses 35.55 38.40
Exchange differences, net 87.45 276.87
Bad debts written off 0.23 1.01
Provision for doubtful debts and advances 66.81 2.33
Loss on assets sold / discarded, net (0.53) 8.06

Total 769.01 957.63

Payment to auditor:
March 31, 2015 March 31, 2014
As auditor:
Statutory audit fees 0.91 1.39
Tax audit fees 0.10 0.08
In other capacities:
Certification and other advisory services 0.27 2.37
Reimbursement of out of pocket expenses 0.14 0.38
Total 1.42 4.22

Suzlon Energy Limited, Annual Report 2014-15 111

26. Finance costs
March 31, 2015 March 31, 2014
Interest
Fixed loans 614.56 632.49
Others 468.70 480.32
Bank charges 44.72 46.62
Compensation in lieu of bank sacrifice 52.02 45.66
Amortisation of ancillary borrowing costs 35.13 9.22
Exchange difference to the extent considered as an adjustment to borrowing costs 4.26 6.88
Total 1,219.39 1,221.19

27. Finance income

March 31, 2015 March 31, 2014
Interest income
From banks on fixed deposits 12.43 11.97
From others 321.26 215.98
Total 333.69 227.95

28. Exceptional items

March 31, 2015 March 31, 2014
Exchange difference on restructured FCCBs (refer Note 6) 103.43 –
(Reversal)/Provision towards diminution in loans / investments in subsidiaries
and recognition of interest income (refer Note 7 and 28b) 4,504.42 1,319.55
Loan to domestic subsidiaries written off – 250.00
Less: withdrawal from provision of earlier years – (250.00)
Profit on sale of investment (refer Note 28a) – (34.98)
Profit on sale of O&M business (refer Note 9) – (1,922.92)
Total 4,607.85 (638.35)
a. During the financial year ended March 31, 2014, the Company sold 75% of its stake in Suzlon Energy Tianjin Ltd, China
(“SETL”) and thus SETL ceased to be a wholly owned subsidiary of the Company. The Company holds 25% stake in SETL as on
March 31, 2014. The profit on sale of investment in SETL has been shown under exceptional items.
b. The Company has investments/ loans to certain loss making domestic subsidiaries for which impairment provision was made in
the books of the Company uptil the quarter ended December 31, 2014. Consequent to the additional infusion of funds on
account of sale of Senvion SE and preferential allotment to the investor group, the Company has reassessed its business plans,
including the business plans of its subsidiaries. Based on the revised business plans and valuation reports obtained from
independent valuation firm, the Company has reversed the impairment provision made on investments/ loans. The Company
has also recognised interest income on the loans given to these subsidiaries pertaining to previous years and current year.
Interest incomes on these loans were not recognised in previous year owing to uncertainty of collection in past years. The
reversal of provisions and recognition of interest income has been disclosed under exceptional item.
29. Earnings per share (EPS)
March 31, 2015 March 31, 2014
Basic
Net profit / (loss) after tax (6,032.34) (924.47)
Weighted average number of equity shares 3,003,081,220 2,239,949,868
Basic earnings/(loss) per share of Rs 2 each (20.09) (4.13)
Diluted
Net profit / (loss) after tax (6,032.34) (924.47)
Add: Interest on foreign currency convertible bonds (net of tax) 68.93 37.94
Interest on loan from promoters (net of tax) – 12.36
Employee stock purchase scheme / Employee stock option plan 5.18 1.77
Adjusted net loss after tax (5,958.23) (872.40)
Weighted average number of equity shares 3,003,081,220 2,239,949,868
Add: Potential weighted average equity shares that could arise on
conversion of foreign currency convertible bonds 933,539,064 261,629,546**
conversion of loans from promoters – 177,455,650
conversion of share application money – 633,705
conversion of Funded Interest Term Loan ('FITL') – 12,438
conversion of employee stock purchase scheme 3,452,308 12,301,100
Weighted average number of equity shares for diluted EPS 3,940,072,592 2,691,982,307
Diluted earnings/(loss) per share (Rs) of face value of Rs 2 each [see Note below]* (20.09) (4.13)
*Since the earnings/ (loss) per share computation based on diluted weighted average number of shares is anti-dilutive, the basic
and diluted earnings/(loss) per share is the same.
** This does not include the impact of possible conversion of foreign currency convertible bonds arising out of the standstill
agreement entered into with the bond holders.

112 Suzlon Energy Limited, Annual Report 2014-15

30. Post employment benefits
The Company has a defined benefit gratuity plan. Every employee who has completed five or more years of service is eligible for
gratuity. Gratuity is computed based on 15 days salary based on last drawn salary for each completed year of service. The scheme is
funded with an insurance company in the form of a qualifying insurance policy.
Net employee benefits expense recognised in the statement of profit and loss:
March 31, 2015 March 31, 2014
Current service cost 2.81 4.27
Interest cost on benefit obligation 1.65 1.93
Expected return on plan assets (0.80) (1.45)
Net actuarial (gain) / loss recognised in the year 3.38 (3.26)
Past service cost – –
Net benefit expense 7.04 1.49
Details of defined benefit obligation:
March 31, 2015 March 31, 2014
Defined benefit obligation 23.99 18.76
Fair value of plan assets 8.13 9.55
Present value of unfunded obligations 15.86 9.21
Plan liability / (asset) 15.86 9.21
Changes in the present value of the defined benefit obligation are as follows:
March 31, 2015 March 31, 2014
Opening defined benefit obligation 18.76 25.90
Interest cost 1.65 1.93
Current service cost 2.81 4.27
Benefits paid (1.79) (4.17)
Actuarial (gains) / losses on obligation 2.89 (2.98)
Acquisition adjustment / settlement cost (0.33) (6.19)
Closing defined benefit obligation 23.99 18.76
Changes in the fair value of plan assets are as follows:
March 31, 2015 March 31, 2014
Opening fair value of plan assets 9.55 19.20
Expected return 0.80 1.45
Contributions by employer* 0.39 -
Benefits paid (1.79) (4.17)
Actuarial gains / (losses) (0.49) (0.28)
Acquisition adjustment / settlement cost (0.33) (6.65)
Closing fair value of plan assets 8.13 9.55
* The contribution made by the employer during the year was Rs 0.39 (Rs Nil) of which Rs 0.39 (Rs Nil) was paid towards approved
fund. The actual return on plan assets during the year was Rs 0.80 Crore (Rs 1.45 Crore).
Major categories of plan assets as a percentage of the fair value of total plan assets are as follows:
March 31, 2015 March 31, 2014
Investments in approved fund 100% 100%
Amounts for the current and previous periods are as follows:
March 31,
2015 2014 2013 2012 2011
Defined benefit obligation 23.99 18.76 25.90 24.29 13.58
Plan assets 8.13 9.55 19.20 13.11 11.87
Surplus/(deficit) (15.86) (9.21) (6.70) (11.18) (1.71)
Experience adjustments
on plan liabilities 0.61 0.73 4.29 (2.36) (0.92)
Experience adjustments
on plan assets (0.49) 0.28 – 0.43 (0.02)
The principal assumptions used in determining defined benefit obligation are shown below:
March 31, 2015 March 31, 2014
Discount rate 7.80% 9.25%
Expected rate of return on plan assets 8.50% 8.50%
Salary escalation rate 8.00% 8.00%
Attrition rate 10% at younger ages and reducing to 1% 10% at younger ages and reducing to 1%
at older age according to graduated scale at older age according to graduated scale

Suzlon Energy Limited, Annual Report 2014-15 113

 The estimated future salary increase considered in actuarial valuation, takes into account the effect of inflation, seniority,
promotion and other relevant factors such as supply and demand in the employment market. The overall expected rate of return on
plan assets is determined based on the market prices prevailing as on balance sheet date, applicable to the period over which the
obligation is to be settled.

31. Employee stock option plans

a) The Company has provided various Employee Stock Option and Purchase Schemes to its employees. During the year ended
March 31, 2015 the following schemes were in operation:
ESOP
ESOP ESOP ESOP ESOP ESOP ESOP ESOP
Perpetual-I Special ESOP
Particulars ESOP 2007 Perpetual-I Perpetual-I Perpetual-I Perpetual-I Perpetual-I Perpetual-I Perpetual-I ESPS 2014
(Tranche 2014
(Tranche I) (Tranche II) (Tranche III) (Tranche IV) (Tranche V) (Tranche VI) (Tranche VII)
VIII)
Scheme III Scheme IV Scheme V Scheme VI Scheme VII Scheme VIII Scheme X Scheme XI Scheme XII Scheme XIII Scheme XIV

Grant date 21-May-09 5-Oct-09 30-Jan-10 28-Jul-10 30-Oct-10 21-Feb-11 27-Apr-11 31-Jul-11 25-May-12 31-Mar-14 23-Jun-14

Board approval date 15-Apr-08 16-Jun-08 16-Jun-08 16-Jun-08 16-Jun-08 16-Jun-08 16-Jun-08 16-Jun-08 16-Jun-08 14-Feb-14 14-Feb-14

Shareholder approval 22-May-08 13-Aug-09 13-Aug-09 13-Aug-09 13-Aug-09 13-Aug-09 13-Aug-09 13-Aug-09 13-Aug-09 27-Mar-14 27-Mar-14

Options granted (Nos) 1,878,000 10,916,787 135,000 175,000 50,000 75,000 50,000 65,000 25,000 12,301,100 45,000,000

Exercise Price (Rs) 90.50 70.00/87.50 61.80/77.25 46.76/58.45 44.36 47.70 54.35 54.15 20.85 8.10 26.95

Method of settlement Equity Equity Equity Equity Equity Equity Equity Equity Equity Equity Equity

Vesting period 15-Apr-14

Tranche 1 21-May-10 5-Oct-10 30-Jan-11 28-Jul-11 30-Oct-11 21-Feb-12 27-Apr-12 1-Aug-12 26-May-13 23-Jun-15

Tranche 2 21-May-11 5-Oct-11 30-Jan-12 28-Jul-12 30-Oct-12 21-Feb-13 27-Apr-13 1-Aug-13 26-May-14 23-Jun-16

Tranche 3 – 5-Oct-12 30-Jan-13 28-Jul-13 30-Oct-13 21-Feb-14 27-Apr-14 1-Aug-14 26-May-15

Vesting % 100%

Tranche 1 75% 50% 50% 50% 50% 50% 50% 50% 50% 50%

Tranche 2 25% 25% 25% 25% 25% 25% 25% 25% 25% 50%

Tranche 3 – 25% 25% 25% 25% 25% 25% 25% 25%

Exercise period (end Till 21-May- Till 5-Oct- Till 30-Jan- Till 28-July- Till 30-Oct- Till 21-Feb- Till 27-Apr- Till 31-Jul- Till 25-May- Till 15-Apr- Till 31-Mar-
date) 2015 2014 2015 2015 2015 2016 2016 2016 2017 2014 2017

b) The movement in the stock options during the year ended March 31, 2015 was as per the table below:

ESOP ESOP ESOP ESOP ESOP

Special
Particulars ESOP 2007 Perpetual-I Perpetual-I Perpetual-I Perpetual-I Perpetual-I ESPS 2014
ESOP 2014
(Tranche I) (Tranche II) (Tranche III) (Tranche VII) (Tranche VIII)

Scheme III Scheme IV Scheme V Scheme VI Scheme XI Scheme XII Scheme XIII Scheme XIV
Opening balance 865,000 3,787,081 35,000 35,000 10,000 12,500 12,301,100 –
Granted during the year – – – – – – – 45,000,000

Forfeited/cancelled during the year 50,000 70,004 – – – – – 734,400

Exercised during the year – – – – – – 10,095,000 –

Expired during the year – 3,717,077 35,000 – – – 2,206,100 –

Closing balance 815,000 – – 35,000 10,000 12,500 – 44,265,600

Exercisable at the end of the year 815,000 – – 35,000 10,000 9,375 – 22,132,800
(included in closing balance of
option outstanding)

c) The movement in the stock options during the year ended March 31, 2014 was as per the table below:
Particulars ESOP 2006 ESOP 2007 ESOP ESOP ESOP ESOP ESOP ESOP ESOP Special ESPS
Perpetual-I Perpetual-I Perpetual-I Perpetual-I Perpetual-I Perpetual-I Perpetual-I ESOP 2014
(Tranche I) (Tranche II) (Tranche III) (Tranche IV) (Tranche VI) (Tranche VII) (Tranche VIII) 2007
Scheme II Scheme III Scheme IV Scheme V Scheme VI Scheme VII Scheme X Scheme XI Scheme XII Scheme IX Scheme XIII
Opening balance 225,500 996,000 4,793,654 135,000 100,000 50,000 50,000 40,000 25,000 7,099,500 –
Granted during the year – – – – – – – – – – 12,301,100
Forfeited / cancelled – 131,000 1,006,573 100,000 65,000 50,000 50,000 30,000 12,500 1,180,500 –
during the year
Exercised during the year – – – – – – – – – – –
Expired during the year 225,500 – – – – – – – – 5,919,000 –
Closing balance – 865,000 3,787,081 35,000 35,000 – – 10,000 12,500 – 12,301,100
Exercisable at the end – 865,000 3,787,081 35,000 35,000 – – 7,500 6,250 – –
of the year (Included
in closing balance of
option outstanding)

114 Suzlon Energy Limited, Annual Report 2014-15

 d) Fair value of the options

The Company applies intrinsic value based method of accounting for determining compensation cost for Scheme II to Scheme XIV.
2014 and cost
Following are the details of the amounts that would have been charged to the statement of profit and loss, rate per option,
ESPS
per option calculated based on ‘Black-Scholes’ Model.

ESOP ESOP ESOP ESOP ESOP

Special ESPS Special
ESOP ESOP ESOP Perpetual-I ESOP Perpetual-I ESOP Perpetual-I Perpetual-I Perpetual-I Perpetual-I Perpetual-I Perpetual-I
ESOP 2014 ESOP
2006 2007 (Tranche I) (Tranche II) (Tranche III) (Tranche (Tranche (Tranche (Tranche (Tranche
2007 2014
Scheme IV IV) V) VI) VII) VIII)
Particulars

Scheme IV Scheme V Scheme VI

Scheme Scheme Scheme Scheme Scheme Scheme Scheme Scheme Scheme Scheme
II III VII VIII IX X XI XII XIII XIV
Non-US US Non-US US Non-US US

Nil Nil Nil 0.09 Nil Nil Nil Nil Nil Nil Nil Nil 7.67
Charge to profit
and loss account
(Nil) (Nil) (Nil) (Nil) (0.05) (Nil) (Nil) (Nil) (Nil) (Nil) (Nil) (1.77) (Nil)

Rate per option

(Rs) 182.60 2.20 22.25 4.75 15.45 Nil 12.29 0.60 11.09 Nil Nil 0.50 Nil Nil 1.75 3.00

Black Scholes'
Model - Cost per
249.11 43.32 42.54 49.28 34.27 39.95 26.39 30.73 28.68 21.16 29.12 24.50 22.67 9.25 1.77 13.18
option (Rs)

If the cost per option was calculated based on the ‘Black-Scholes’ model, the loss after tax would have been higher by Rs 26.00
Crore (Rs 0.02 Crore).

Consequently the basic and diluted earnings/(loss) per share after factoring the above impact would be as follows:

Earnings per share March 31, 2015 March 31, 2014

- Basic (20.17) (4.13)

- Diluted (20.17) (4.13)

32. Operating leases

a. Premises

The Company has taken certain premises under cancellable operating leases. However there is no escalation clause. Each
renewal is at the option of lessee. There are no restrictions placed upon the company by entering into these leases. The total
rental expense under cancellable operating leases during the period was Rs 6.30 Crore (Rs 11.26 Crore). The Company has
also taken furnished/ unfurnished offices and certain other premises under non-cancellable operating lease agreement.
The lease rental charge during the year is Rs 0.44 Crore (Rs 0.50 Crore) and maximum obligations on long–term non-
cancellable operating lease payable as per the rentals stated in respective agreement are as follows:

Obligation on non-cancellable operating leases March 31, 2015 March 31, 2014
Not later than one year 0.44 0.44
Later than one year and not later than five years 1.84 1.81
Later than five years 1.30 1.77

b. WTG's

Assets given on lease :

During the year ended March 31, 2014, the Company had sold some of its WTG’s which were let out on operating lease
earlier. The lease charges were on the basis of net electricity generated and delivered. Lease rental income recognised in
statement of profit and loss for the period is Rs Nil (Rs 2.60 Crore) and depreciation charged to statement of profit and loss is
Rs Nil (Rs 1.00 Crore).

c. Premises given on lease:

During the year, the Company has entered into commercial lease of certain premises. These leases are of cancellable nature
and there are no restrictions placed upon the Company by entering into these leases. Lease rental income recognised in
statement of profit and loss for the period is Rs 4.35 Crore (Rs Nil).

Suzlon Energy Limited, Annual Report 2014-15 115

33. Segment information

As permitted by paragraph 4 of Accounting Standard-17 (AS-17), 'Segment Reporting', if a single financial report contains both
consolidated financial statements and the separate financial statements of the parent, segment information need be presented
only on the basis of the consolidated financial statements. Thus, disclosures required by AS-17 are given in consolidated financial
statements.

34. Related party disclosures

a. List of related parties and nature of relationships where control exists

Name of the party Nature of relationship

AE-Rotor Holding B.V. Subsidiary Company
Avind Desenvolvimento De Projetos De Energia Ltda Subsidiary Company
Parque Eolico El Almendro S.L. Subsidiary Company
PowerBlades GmbH Subsidiary Company
PowerBlades Industries Inc. Subsidiary Company
PowerBlades SA Subsidiary Company
Senvion Holdings Pty Ltd. (formerly RECA Holdings Pty Ltd) Subsidiary Company
Senvion Betriebs-und Beteiligungs GmbH Subsidiary Company
(formerly REpower Betriebs-und Beteiligungs GmbH)
Senvion Investitions-und Projektierungs GmbH & Co. KG Subsidiary Company
(formerly REpower Investitions-und Projektierungs GmbH & Co. KG)
REpower North China Ltd. Subsidiary Company
RE Power Systems Northern Europe A/S Subsidiary Company
Senvion India Ltd (formerly REpower Systems India Limited) Subsidiary Company
Senvion (Beijing) Trading Co. Ltd. (formerly REpower Wind Systems Trading Inc.) Subsidiary Company
Senvion Windpark Betriebs GmbH (formerly REpower Windpark Betriebs GmbH) Subsidiary Company
RETC Renewable Energy Technology Center GmbH Subsidiary Company
RiaBlades S.A. Subsidiary Company
RPW Investments SGPS,SA Subsidiary Company
SE Blades Limited Subsidiary Company
SE Blades Technology B.V. Subsidiary Company
SE Drive Technik GmbH Subsidiary Company
SE Electricals Limited Subsidiary Company
SE Forge Limited Subsidiary Company
SE Solar Limited Subsidiary Company
Senvion Australia Pty Ltd. Subsidiary Company
Senvion Austria GmbH Subsidiary Company
Senvion Benelux b.v.b.a. Subsidiary Company
Senvion Canada Inc. Subsidiary Company
Senvion Deutschland GmbH Subsidiary Company
Senvion Energy PLC Subsidiary Company
Senvion France S.A.S. Subsidiary Company
Senvion Italia s.r.l Subsidiary Company
Senvion Netherlands B.V. Subsidiary Company
Senvion Portugal S.A. Subsidiary Company
Senvion Romania SRL Subsidiary Company
Senvion SE Subsidiary Company
Senvion Polska Sp.z o.o Subsidiary Company
Senvion Scandinavia AB Subsidiary Company
Senvion Turkey Rüzgar Türbinleri Limited Şirketi Subsidiary Company
Senvion UK Ltd. Subsidiary Company
Senvion USA Corp. Subsidiary Company
Sure Power LLC Subsidiary Company
Suzlon Energia Elocia do Brasil Ltda Subsidiary Company
Suzlon Energy (Tianjin) Limited Joint Venture

116 Suzlon Energy Limited, Annual Report 2014-15

 Suzlon Energy A/S Subsidiary Company
Suzlon Energy Australia CYMWFD Pty Ltd Subsidiary Company
Suzlon Energy Australia Pty. Ltd. Subsidiary Company
Suzlon Energy Australia RWFD Pty Ltd Subsidiary Company
Suzlon Energy B.V. Subsidiary Company
Suzlon Energy GmbH Subsidiary Company
Suzlon Energy Korea Co., Ltd. Subsidiary Company
Suzlon Energy Limited, Mauritius Subsidiary Company
Suzlon Energy Chile Lda. Subsidiary Company
Suzlon Generators Limited Subsidiary Company
Suzlon Global Services Ltd. Subsidiary Company
Suzlon Gujarat Wind Park Limited Subsidiary Company
Suzlon North Asia. Subsidiary Company
Suzlon Power Infrastructure Limited Subsidiary Company
Suzlon Project VIII LLC Subsidiary Company
Suzlon Rotor Corporation Subsidiary Company
Suzlon Structures Limited Subsidiary Company
Suzlon Wind Energy (Lanka) Pvt Limited Subsidiary Company
Suzlon Wind Energy BH Subsidiary Company
Suzlon Wind Energy Bulgaria EOOD Subsidiary Company
Suzlon Wind Energy Corporation Subsidiary Company
Suzlon Wind Energy Equipment Trading (Shanghai) Co., Ltd. Subsidiary Company
Suzlon Wind Energy Espana, S.L Subsidiary Company
Suzlon Wind Energy Italy s.r.l. Subsidiary Company
Suzlon Wind Energy Limited Subsidiary Company
Suzlon Wind Energy Nicaragua Sociedad Anonima Subsidiary Company
Suzlon Wind Energy Portugal Energia Elocia Unipessoal Lda Subsidiary Company
Suzlon Wind Energy Romania SRL Subsidiary Company
Suzlon Wind Energy South Africa (PTY) Ltd Subsidiary Company
Suzlon Wind Energy Uruguay SA Subsidiary Company
Suzlon Wind Enerji Sanayi Ve Ticaret Limited Sirketi Subsidiary Company
Suzlon Wind International Limited Subsidiary Company
Suzlon Windenergie GmbH Subsidiary Company
Tarilo Holding B.V. Subsidiary Company
Valum Holding B.V. Subsidiary Company
Ventipower S.A. Subsidiary Company
Ventinveste Indústria, SGPS, SA, Subsidiary Company
WEL Windenergie Logistik GmbH Subsidiary Company
Windpark Blockland GmbH & Co KG Subsidiary Company
Yorke Peninsual Wind Farm Project Ltd (Ceres) Subsidiary Company
b. Other related parties with whom transactions have taken place during the year:
i. Entities where Key Management Personnel (‘KMP’) / Relatives of Key Management Personnel ('RKMP') have
significant influence:
Sarjan Realities Limited, Aspen Infrastructures Limited, Shubh Reality (South) Limited, Tanti Holdings Private
Limited, Suzlon Foundation, Girish R. Tanti (HUF), Suruchi Holdings Private Limited, Sugati Holdings Private Limited,
Synew Steel Limited, Salene Power Infrastructure Limited, Samanvaya Holdings Private Limited, PT Wind Energy,
Synefra Infrastructures Limited, SE Freight & Logistics India Pvt. Ltd, Sugati Beach Resort Pvt. Ltd, Spectra
Management Consultancy Private Limited, Indian Wind Energy Association, Windforce Management Services
Private Limited, Suzlon Green Power Ltd and Sandla Wind Project Private Limited
ii. Key Management Personnel of Suzlon Energy Limited:
Tulsi R. Tanti,Kirti J Vagadia, Amit Agarwal and Hemal Kanuga.

iii. Relatives of Key Management Personnel of Suzlon Energy Limited:

Rambhaben Ukabhai, Jitendra R. Tanti, Sanyogita P. Tanti, Nidhi T. Tanti, Vinod R. Tanti and Girish R. Tanti.

iv. Employee funds:

Suzlon Energy Limited – Superannuation Fund.
Suzlon Energy Limited – Employees Group Gratuity Scheme.

Suzlon Energy Limited, Annual Report 2014-15 117

c. Transactions between the Company and related parties and the status of outstanding balances as at March 31, 2015:

Particulars Subsidiaries Joint Entities where KMP RKMP Employee

Venture KMP /RKMP funds
has significant
influence
Purchase of fixed assets 0.27 0.17 – – – –
(including intangibles) (7.23) (–) (–) (–) (–) (–)
Sale of fixed assets 0.74 – 8.48 – – –
(1.00) (–) (–) (–) (–) (–)
Subscription to / purchase of 227.40 – – – – –
equity shares (175.80**) (–) (–) (–) (–) (–)
Sale of equity shares – – – – – –
(0.00*) (–) (–) (–) (–) (–)
Loans taken 36.00 – – – – –
(–) (–) (290.65) (–) (–) (–)
Loans given 2,367.81 – – – – –
(1,422.33) (–) (–) (–) (–) (–)
Purchase of goods and services 682.13 – 172.14 – – –
(633.71) (–) (189.11) (–) (–) (–)
Sale of goods (net of returns) 367.28 0.01 – – – –
(655.74) (0.14) (0.24) (0.18) (0.73) (–)
Reimbursement of other 95.13 – – – – –
expenses receivable (114.05) (–) (–) (–) (–) (–)
Reimbursement of expenses 7.17 – – – – –
payable*** (38.03) (–) (–) (–) (–) (–)
Interest expense 0.45 – 0.98 – – –
(–) (–) (18.30) (–) (–) (–)
Interest income 534.70 – – – – –
(359.65) (–) (–) (–) (–) (–)
Lease rent income 0.60 – 1.01 – – –
(0.59) (–) (0.89) (–) (–) (–)
Rent expense – – 0.01 – – –
(–) (–) (0.76) (–) (–) (–)
Miscellaneous income 1.42 – – – – –
(5.17) (–) (–) (–) (–) (–)
Guarantee given 119.83 – – – – –
(136.95) (–) (–) (–) (–) (–)
Managerial remuneration – – – 7.14 – –
(–) (–) (–) (5.78) (–) (–)
Remuneration paid – – – – 0.24 –
(–) (–) (–) (–) (–) (–)
Contribution to various funds – – – – – 0.77
(–) (–) (–) (–) (–) (0.10)
CCD's / Shares issued – – 92.00 – – –
(–) (–) (203.00) (–) (–) (–)
Sale of OMS Business Undertaking – – – – – –
(2,000.00) (–) (–) (–) (–) (–)

118 Suzlon Energy Limited, Annual Report 2014-15

Outstanding balances:
Particulars Subsidiaries Joint Entities where KMP RKMP Employee
Venture KMP /RKMP funds
has significant
influence
Investments 9,853.89 58.33 – – – –
(9,626.49) (58.33) (–) (–) (–) (–)
Advance from customers 0.01 – 22.65 – – –
(0.01) (–) (0.84) (–) (–) (–)
Trade receivables 901.79 19.14 9.65 – – –
(727.43) (19.41) (1.23) (–) (–) (–)
Loans outstanding (including 4,945.58 – – – – –
interest) (4,922.55) (–) (–) (–) (–) (–)
Deposits outstanding – – 64.48 – – –
(including interest) (–) (–) (64.48) (–) (–) (–)
Other current asset receivable 1,836.48 – – – – –
(2,012.19) (–) (–) (–) (–) (–)
Unsecured loan outstanding – – – – – –
(–) (–) (87.65) (–) (–) (–)
Advance to supplier and other – – 18.50 – – –
receivables (47.49) (–) (7.08) (–) (–) (–)
Trade payables 1,446.24 124.10 3.70 – – –
(1,980.59) (118.91) (2.23) (–) (–) (–)
Interest payable – – 0.88 – – –
(–) (–) (2.62) (–) (–) (–)
Corporate guarantees 251.14 – – – – –
(847.49) (–) (–) (–) (–) (–)
Advances towards charges / 560.32 – – – – –
expenses (607.00) (–) (–) (–) (–) (–)

*Amount less than Rs 0.01 Crore.

** During the year advances given to SE Forge Limited of Rs Nil (Rs 175.00 Crore) was converted to investment in SE Forge
Limited.
*** Reimbursement of expenses relates to amount payable to subsidiaries on account of guarantee and warranty
obligations arising out of WTG Sale.
Loans given to related parties are repayable on demand. The rate of interest on these loans ranges between 4.50% p.a. to
11.00% p.a. These loans have been utilised by these related parties for funding their business operations.
Note: Certain subsidiaries and group companies have been allowed to make free of charge use of SAP software and office
premises owned by the Company.

Suzlon Energy Limited, Annual Report 2014-15 119

 d. Disclosure of significant transactions with related parties:
Type of Transaction Type of relationship Name of the entity/person Year ended March 31,
2015 2014
Purchase of fixed assets Subsidiary SE Blades Technology B.V. – 6.63
(including intangibles) Subsidiary SE Blades Limited 0.24 –
Joint Venture Suzlon Energy (Tianjin) Ltd. 0.17 –
Sale of fixed assets Subsidiary SE Electricals Limited 0.04 0.01
Subsidiary SE Blades Limited – 0.14
Subsidiary Suzlon Wind International Limited 0.52 0.48
Subsidiary Suzlon Energy Australia Pty. Ltd. – 0.37
Entities where KMP/ PT Wind Energy 8.48 –
RKMP has significant
influence
Purchase of equity shares Subsidiary SE Forge Limited 150.00 175.00
Subsidiary Suzlon Energy A/S 77.21 –
Sale of equity shares Subsidiary SE Blades Limited – 0.00*
Subsidiary Suzlon Wind International Limited – 0.00*
Loans taken Subsidiary Suzlon Global Services Limited 36.00 –
Entities where KMP/ Sugati Holdings Private Limited – 290.65
RKMP has significant
influence
Loans given Subsidiary SE Blades Limited 400.99 190.79
Subsidiary Suzlon Wind International Limited 886.51 527.26
Subsidiary Suzlon Power Infrastructure Limited 284.93 104.65
Subsidiary Suzlon Gujarat Windpark Limited 571.48 446.63
Subsidiary SE Electricals Limited 167.83 147.51
Purchase of goods and Subsidiary SE Electricals Limited 104.98 95.82
services Subsidiary Suzlon Gujarat Windpark Limited 62.71 58.87
Subsidiary SE Forge Limited 53.03 20.65
Subsidiary Suzlon Wind International Limited 41.76 74.61
Subsidiary SE Blades Technology B.V. – 28.44
Subsidiary Suzlon Energy Gmbh – 51.39
Subsidiary SE Blades Limited 46.01 57.71
Subsidiary Suzlon Global Services Limited 126.39 –
Subsidiary Suzlon Structures Limited 146.05 164.94
Entities where KMP/ SE Freight & Logistics India Pvt. Ltd. 168.66 185.11
RKMP has significant
influence
Sale of goods and Subsidiary Suzlon Wind International Limited 10.62 62.35
services Subsidiary Suzlon Global Services Limited 103.36 –
Subsidiary Suzlon Structure Limited 110.64 66.82
Subsidiary Suzlon Energia Eloica do Brasil Ltda 1.67 24.21
Subsidiary SE Blades Limited 6.29 15.15
Subsidiary Suzlon Energy B.V. 97.91 242.54
Subsidiary Suzlon Wind Energy South-Africa 10.73 192.72
(PTY) Limited
Reimbursement of Subsidiary Suzlon Energy Australia Pty. Ltd. 1.94 2.69
expenses receivable Subsidiary Suzlon Energy A/S 20.32 47.44
Subsidiary AE Rotor Holding B.V. 69.71 62.63

120 Suzlon Energy Limited, Annual Report 2014-15

Type of Transaction Type of relationship Name of the entity/person Year ended March 31,
2015 2014
Reimbursement of Subsidiary Suzlon Wind Energy Corporation – 34.91
expenses payable Subsidiary Suzlon Energy A/S 1.26 –
Subsidiary Suzlon Energy Australia Pty. Ltd. 5.91 3.11
Interest expense Entities where KMP/ Tanti Holdings Private Limited – 15.68
RKMP has significant Sugati Holdings Private Limited 0.98 2.62
influence
Subsidiary Suzlon Global Services Limited 0.45 –
Interest income Subsidiary AE Rotor Holding B.V. 145.33 143.24
Subsidiary SE Blades Limited 67.65 66.37
Subsidiary Suzlon Gujarat Windpark Limited 78.84 59.49
Subsidiary Suzlon Global Services Limited 148.64 –
Subsidiary Suzlon Wind International Limited 37.81 37.95
Lease rent income Subsidiary SE Electricals Limited 0.60 0.59
Entities where KMP/ Suzlon Green Power Limited 0.45 0.35
RKMP has significant Synefra Infrastructures Limited 0.57 0.54
influence
Rent expense Entities where KMP/ Tanti Holdings Private Limited – 0.21
RKMP has significant Samanvaya Holdings Private Limited – 0.14
influence Suruchi Holdings Private Limited – 0.21
Girish R. Tanti (HUF) 0.01 0.01
Sugati Holdings Private Limited – 0.21
Miscellaneous income Subsidiary Suzlon Global Services Limited 0.75 5.00
Subsidiary Suzlon Energy Australia Pty. Ltd. – 0.17
Subsidiary REpower Systems India Limited 0.67 –
Guarantee given Subsidiary Suzlon Wind Energy South-Africa – 136.95
(PTY) Limited
Subsidiary Suzlon Energy B.V. 119.83 –
Managerial KMP Tulsi R. Tanti 1.71 0.48
Remuneration paid KMP Kirti J. Vagadia 1.95 2.29
KMP Amit Agarwal 3.05 2.61
Remuneration paid RKMP Nidhi Tanti 0.12 –
RKMP Sanyogita Tanti 0.12 –
Contribution to various Employee funds Suzlon Energy Limited - 0.20 0.11
funds Superannuation Fund
Employee funds Suzlon Energy Limited - 0.57 –
Employees Group Gratuity Scheme
CCD's / Shares issued Entities where KMP/ Sugati Holdings Private Limited 92.00 203.00
RKMP has significant
influence
Sale of OMS Business Subsidiary Suzlon Global Services Limited – 2,000.00
Undertaking

*Amount less than Rs 0.01 Crore.

Note:- The remuneration to the key managerial personnel does not include the provisions made for gratuity and
leave benefits, as they are determined on an actuarial basis for the company as a whole.

Suzlon Energy Limited, Annual Report 2014-15 121

 Disclosures as required by Clause 32 of the Listing Agreement with Stock Exchanges

Type of relationship Name Amount Maximum amount

outstanding as at outstanding during
March 31, 2015 the year
Subsidiaries Suzlon Power Infrastructure Limited 287.15 263.76
Suzlon Gujarat Windpark Limited 918.86 840.95
SE Blades Limited 741.74 697.22
Suzlon Wind International Limited 483.48 568.62
SE Electricals Limited 195.32 284.34
Suzlon Rotor Corporation 18.04 18.04
AE Rotor Holding B.V. 2,223.64 2,223.64
Suzlon Energy A/S 36.63 36.63
Suzlon Generator Limited 15.05 30.87
Suzlon Structures Limited – 17.08
Companies in which directors Suzlon Green Power Limited – 0.36
are interested

Note :
a. No loans have been granted by the Company to any person for the purpose of investing in the shares of Suzlon Energy
Limited or any of its subsidiaries.

35. Capital and other commitments

March 31, 2015 March 31, 2014

Estimated amount of contracts remaining to be executed on capital accounts 123.51 87.36
and not provided for, net of advances

Note: The Company has given various letter of supports, which otherwise is not a guarantee, towards financing operations of its
domestic and overseas subsidiaries and maintaining their financial creditworthiness, as and when required during the last fiscal
year; the amount of which are not determinable as at Balance Sheet date

36. Contingent liabilities

March 31, 2015 March 31, 2014

Guarantees given on behalf of subsidiaries in respect of loans / guarantee granted 251.14 847.79
to them by banks / financial institutions
Tax related matters pending in appeal* 104.82 88.18
Compensation payable in lieu of bank sacrifice refer Note 5 281.93
Others 14.18 16.94

* includes demand from tax authorities for various matters. The Company / tax department has preferred appeals on these matters
and the same are pending with various appellate authorities. Considering the facts of the matters, no provision is considered
necessary by management.
A few law suits have been filed on the Company and few subsidiaries of the Company by some of their suppliers for disputes in
fulfilment of obligations as per supply agreements. Further, few customers of the Company has disputed certain amount as
receivable which the Company believes is contractually not payable. These matters are pending for hearing before respective
courts, the outcome of which is uncertain. The management has provided for an amount as a matter of prudence which it believes
shall be the probable outflow of resources.
The Company along with other borrowers has provided securities to secure Stand-by Letter of Facilities (“SBLC”) facilities of USD
655.41 Million issued for securing covered bonds issued by AE Rotor Holding B.V. a wholly owned subsidiary. The borrowers are also
obliged to provide corporate guarantee of USD 117.45 Million in relation to above SBLC to certain lenders.

37. Derivative instruments and unhedged foreign currency exposure

a. Derivative instruments

Forward contract outstanding as at balance sheet date :

Sell EUR 398,385,213 Buy USD 455,433,364 (Nil) Hedge for foreign currency loans and receivables
Sell EUR 386,614,787 Buy USD 425,824,935 (Nil) Hedge for foreign currency Investments
Sell USD 455,433,364 (Nil) Hedge for foreign currency loans and receivables
Sell USD 412,566,635 (Nil) Hedge for foreign currency Investments

122 Suzlon Energy Limited, Annual Report 2014-15

 b. Unhedged foreign currency exposure

March 31, 2015 March 31, 2014

Current liabilities, net 1,990.39 3,020.78
Debtors 611.31 557.45
Loans receivable 54.68 2,707.71
Loans payable 183.24 114.15
Bank balance in current and term deposit accounts 0.39 0.28
Investment in overseas subsidiaries 6,220.87 7,947.40
Foreign currency convertible bonds and redemption premium 2,273.24 3,059.03

38. Details of dues to micro and small enterprises as defined under MSMED Act, 2006

March 31, 2015 March 31, 2014

Principal amount remaining unpaid to any supplier as at the end of the year 3.65 4.02
Interest due on the above amount 0.55 0.61
Amount of interest paid in terms of section 16 of the Micro, Small and – –
Medium Enterprises Act, 2006
Amounts of payment made to the suppliers beyond the appointed day during 19.49 19.99
the year
Amount of interest due and payable for the period of delay in making payment but 2.55 5.39
without adding the interest specified under this Act
Amount of interest accrued and remaining unpaid at the end of the year* – –
Amount of further interest remaining due and payable even in the succeeding 14.18 11.09
years, until such date when the interest dues as above are actually paid to the
small enterprise

-*Interest payable as per section 16 of the Micro, Small and medium Enterprises Development, 2006, for the year is Rs 14.18 Crore
(Rs 11.09 Crore). The same has not been accrued in the books of the Company as amount is not contractually payable.

39. Disclosure required under Sec 186(4) of the Companies Act, 2013

For details of loans and guarantees given to related parties refer Note 34 and Note 36.
For details of securities provided on behalf of Borrowers under the CDR package refer Note 4 and Note 12(I).
For details of investments made refer Note 17.

40. Additional information pursuant to the provisions of Schedule III of the Companies Act, 2013

a. Value of imports calculated on CIF basis

March 31, 2015 March 31, 2014

Raw materials 573.36 718.03

Stores and spares 0.31 0.26
Capital goods 11.60 11.55
Total 585.27 729.84

b. Expenditure in foreign currency (accrual basis)

March 31, 2015 March 31, 2014

Consultancy 11.39 6.88

Interest and bank charges 207.03 227.05
R & D, certification and product development and quality assurance 105.26 90.86
Generation guarantee expenses 20.88 –
Freight outward 100.41 110.63
Other expenses 12.16 10.96

Total 457.13 446.38

Suzlon Energy Limited, Annual Report 2014-15 123

 c. Imported and indigenous raw materials, components and spare parts consumed

Raw materials Stores and spares

March 31, 2015 March 31, 2014 March 31, 2015 March 31, 2014
Amount % Amount % Amount % Amount %
Imported 761.71 46.81 963.88 57.31 3.83 21.87 0.97 4.25
Indigenous 865.75 53.19 717.86 42.69 13.67 78.13 21.76 95.75
Total 1,627.46 100.00 1,681.74 100.00 17.50 100.00 22.73 100.00

d. Details of raw material consumed

March 31, 2015 March 31, 2014

Gear box 225.30 168.97
Others 1,402.16 1,512.77
Total 1,627.46 1,681.74

e. Details of raw material inventory

March 31, 2015 March 31, 2014

Gear box 39.17 47.22
Others 195.70 267.45
Total 234.87 314.67

f. Earnings in foreign currency (accrual basis)

March 31, 2015 March 31, 2014

FOB value of exports 75.41 441.80
Interest on loans 151.18 143.25
Total 226.59 585.05

41. Deferral of exchange differences

The Company has, consequent to the notification issued by the Ministry of Corporate Affairs on December 29, 2011 giving an option
to the companies to amortise the exchange differences pertaining to long term foreign currency monetary items up to March 31,
2020 (from March 31, 2012 earlier), adopted the said option given under paragraph 46A of Accounting Standard 11. Accordingly, the
Company has revised the amortisation period for such items to the maturity of the long term foreign currency monetary items (all
before March 31, 2020).

Net foreign exchange loss aggregating Rs 271.32 Crore (gain of Rs 227.35 Crore) on long term foreign currency monetary items has
been adjusted in the foreign currency monetary item translation difference account during the year. Further, foreign exchange loss
aggregating Rs 95.19 Crore (loss of Rs 23.18 Crore) have been amortised during the year. FCMITDA relating to restructured bonds of
5% April 2016 Series amounting to Rs 103.43 Crore has been charged off in the statement of profit and loss and disclosed under
exceptional items.

42. Prior year amounts have been reclassified wherever necessary to conform with current year presentation. Figures in the brackets
are in respect of the previous year.

As per our report of even date For and on behalf of the Board of Directors of
Suzlon Energy Limited

For SNK & Co. For S.R. Batliboi & Co. LLP Tulsi R. Tanti Vinod R. Tanti
Chartered Accountants Chartered Accountants Chairman and Managing Director Director
ICAI Firm Registration number: 109176W ICAI Firm Registration number: 301003E DIN : 00002283 DIN : 00002266

per Sanjay Kapadia per Paul Alvares Hemal A.Kanuga Amit Agarwal
Partner Partner Company Secretary Chief Financial Officer
Membership No. : 38292 Membership No. : 105754 Membership No. : F4126 Membership No. : 056880
Place: Mumbai Place: Mumbai Place: Mumbai
Date: May 29, 2015 Date: May 29, 2015 Date: May 29, 2015

124 Suzlon Energy Limited, Annual Report 2014-15

FORM AOC-1
(Persuant to first proviso to sub-section (3) of section 129 read with rule 5 of Companies (Accounts) Rules, 2014)
PART A - Subsidiaries
STATEMENT CONTAINING SALIENT FEATURES OF THE FINANCIAL STATEMENT OF SUBSIDIARIES / JOINT VENTURES AS PER COMPANIES ACT, 2013
(Amount Rs in Crore)

Profit / Profit
Provision
Sl. Country of Reporting Exchange Share Reserve Total Total (loss) /(loss) Proposed % of
Name of subsidiary Investment Turnover for
No. incorporation currency rate (INR) capital surplus assets liabilities before after dividend Holding
taxation
taxation taxation

1 AE-Rotor Holding B.V. The EURO 67.1906 4,276.28 (4,468.86) 7,043.20 7,043.20 826.09 22.09 (1,363.89) 0.34 (1,364.23) – 100%
Netherlands
2 Avind Desenvolvimento De Brazil BRL 19.350 - (0.01) – – – – – – – – 100%
Projetos De Energia Ltda
3 Parque Eolico El Almendro S.L. Spain EURO 67.1906 0.02 (0.02) – – – – – – – – 100%

4 RPW Investments SGPS,SA Portugal EURO 67.1906 280.17 31.50 320.39 320.39 282.47 - 0.78 - 0.78 - 100%

5 SE Blades Limited India INR 1.0000 538.98 (536.31) 1,153.04 1,153.04 -* 130.25 (135.55) - (135.55) - 100%

6 SE Blades Technology B.V. The EURO 67.1906 0.12 7.67 111.73 111.73 - 35.53 (5.70) - (5.70) - 100%
Netherlands
7 SE Drive Technik GmbH Germany EURO 67.1906 0.17 (1,897.90) 6,096.93 6,096.93 6,087.16 0.04 (683.72) - (683.72) - 100%

8 SE Electricals Ltd. India INR 1.0000 95.90 (32.22) 534.61 534.61 - 173.45 (24.52) (5.04) (19.48) - 100%

9 SE Forge Limited India INR 1.0000 566.25 (560.56) 776.43 776.43 - 175.84 (181.49) - (181.49) - 100%

10 SE Solar Limited India INR 1.0000 1.00 (1.05) 0.01 0.01 - - (0.01) - (0.01) - 100%

11 Sure Power LLC USA USD 62.5000 - (0.95) 1.08 1.08 - - 0.29 - 0.29 - 100%

12 Suzlon Energia Elocia do Brasil Brazil BRL 19.3505 1.88 (1,029.13) 289.13 289.13 12.68 1,345.30 (332.18) - (332.18) - 100%
Ltda
13 Suzlon Energy A/S Denmark EURO 67.1906 513.81 (492.78) 700.06 700.06 139.60 53.59 (20.34) - (20.34) - 100%

14 Suzlon Energy Australia Pty. Australia AUD 47.5375 26.38 (283.87) 712.05 712.05 - 99.29 (11.36) - (11.36) - 100%
Ltd.
15 Suzlon Energy Australia RWFD Australia AUD 47.5375 - (12.97) 11.98 11.98 - - (2.66) - (2.66) - 100%
Pty Ltd
16 Suzlon Energy B.V. The USD 62.5000 36.28 (371.13) 1,041.70 1,041.70 - 308.59 32.19 - 32.19 - 100%
Netherlands
17 Suzlon Energy GmbH Germany EURO 67.1906 0.17 170.55 293.94 293.94 - 38.58 (7.55) (0.09) (7.46) - 100%

18 Suzlon Energy Korea Co., Ltd. Republic of KRW 0.0563 0.55 (0.55) - - - - - - - - 100%
South Korea
19 Suzlon Energy Limited, Mauritius EURO 67.1906 8,002.85 (7,074.56) 933.96 933.96 933.95 - (7,064.09) - (7,064.09) - 100%
Mauritius
20 Suzlon Generators Ltd. India INR 1.0000 76.28 (36.03) 108.83 108.83 - 89.80 0.30 - 0.30 - 75%

21 Suzlon Global Services Ltd. India INR 1.0000 0.05 (269.46) 2,045.57 2,045.57 - 838.04 (270.59) - (270.59) - 100%

22 Suzlon Gujarat Wind Park Ltd. India INR 1.0000 245.92 (1,027.57) 340.44 340.44 0.01 347.49 (231.85) - (231.85) - 100%

23 Suzlon Power Infrastructure India INR 1.0000 3.01 (169.77) 760.68 760.68 - 69.08 (54.40) - (54.40) - 100%
Ltd.
24 Suzlon Project VIII LLC USA USD 62.5000 - (28.24) 21.07 21.07 - - (21.44) - (21.44) - 100%

25 Suzlon Rotor Corporation USA USD 62.5000 0.01 (173.92) 26.56 26.56 - 1.54 (4.55) 0.02 (4.57) - 100%

26 Suzlon Structures Ltd. India INR 1.0000 29.37 18.90 138.55 138.55 -* 152.45 (1.43) (0.05) (1.38) - 75%

27 Suzlon Wind Energy (Lanka) Pvt Sri Lanka LKR 0.4696 0.01 3.86 5.15 5.15 - 3.02 2.21 0.22 1.99 - 100%
Limited
28 Suzlon Wind Energy BH Bosnia and BAM 34.3265 0.01 (0.62) - - - - (0.10) - (0.10) - 100%
Herzegovina
29 Suzlon Wind Energy Bulgaria Bulgaria BGN 34.3548 - 1.31 9.58 9.58 - 1.93 0.22 0.02 0.20 - 100%
EOOD
30 Suzlon Wind Energy USA USD 62.5000 0.01 135.42 828.25 828.25 - 431.36 12.76 0.51 12.25 - 100%
Corporation
31 Suzlon Wind Energy Equipment China RMB 10.0811 15.01 (14.03) 9.67 9.67 - 8.04 0.33 - 0.33 - 100%
Trading (Shanghai) Co., Ltd.
32 Suzlon Wind Energy Espana, S.L Spain EURO 67.1906 0.02 39.39 98.08 98.08 - 41.89 8.67 2.70 5.97 - 100%

33 Suzlon Wind Energy Italy s.r.l. Italy EURO 67.1906 0.07 (5.76) 9.58 9.58 - 0.20 (0.56) - (0.56) - 100%

34 Suzlon Wind Energy Limited United EURO 67.1906 6,423.19 (5,395.67) 1,027.53 1,027.53 1,028.04 - (238.69) - (238.69) - 100%
Kingdom
35 Suzlon Wind Energy Nicaragua Nicaragua EURO 67.1906 – (15.27) 11.82 11.82 - 11.29 (5.57) 0.11 (5.68) – 100%
Sociedad Anonima
36 Suzlon Wind Energy Portugal Portugal EURO 67.1906 15.12 (25.95) 21.46 21.46 – 15.05 2.50 – 2.50 – 100%
Energia Elocia Unipessoal Lda
37 Suzlon Wind Energy Romania Romania RON 15.2313 – 3.61 11.75 11.75 – 3.90 0.56 0.15 0.41 – 100%
SRL
38 Suzlon Wind Energy South South Africa ZAR 5.1173 – (201.98) 106.65 106.65 – 123.20 (96.67) – (96.67) – 80%
Africa (PTY) Ltd
39 Suzlon Wind Energy Uruguay Uruguay USD 62.5000 – (27.25) 205.86 205.86 – 610.47 (22.65) – (22.65) – 100%
SA
40 Suzlon Wind Enerji Sanayi Ve Turkey TRY 23.8782 0.02 10.64 17.75 17.75 – 24.75 4.71 0.94 3.77 – 100%
Ticaret Limited Sirketi
41 Suzlon Wind International Ltd. India INR 1.0000 203.30 (480.41) 1,637.12 1,637.12 7.86 279.54 (280.19) (0.01) (280.18) – 100%

42 Suzlon Windenergie GmbH Germany EURO 67.1906 0.17 2,302.33 2,302.96 2,302.96 1,662.08 – – – – – 100%

43 Tarilo Holding B.V. The EURO 67.1906 0.12 93.30 100.22 100.22 – – (3.33) – (3.33) – 100%
Netherlands
44 Valum Holding B.V. The EURO 67.1906 0.12 2.12 8.27 8.27 2.30 – 8.99 – 8.99 – 100%
Netherlands

Suzlon Energy Limited, Annual Report 2014-15 125

 (Amount Rs in Crore)

Profit / Profit
Provision
Sl. Country of Reporting Exchange Share Reserve Total Total (loss) /(loss) Proposed % of
Name of subsidiary Investment Turnover for
No. incorporation currency rate (INR) capital surplus assets liabilities before after dividend Holding
taxation
taxation taxation
45 Senvion SE and its Germany EURO 67.1906 61.95 4,438.01 10,344.52 10,344.52 0.44 12,942.55 508.57 189.12 319.45 – 100%
subsidiaries**

PART B - Joint Venture

STATEMENT PURSUANT TO SECTION 129(3) OF THE COMPANIES ACT, 2013 RELATED TO ASSOCIATE COMPANIES AND JOINT VENTURES

Sl.
Name of joint venture Suzlon Energy (Tianjin) Limited
No.
1 Latest audited Balance Sheet date December 31, 2014

2 Shares of Associate/Joint Ventures held by the Company on the year end

a Number N. A.

b Amount of investment (At face value) 58.33

c % of holding 25%

3 Description of how there is significant influence 25% stake in equity

4 Reason why the associate / joint venture is not consolidated N. A.

5 Networth attributable to shareholding as per latest audited Balance sheet 85.65

6 Profit/Loss for the year considered in consolidation

a Considered in consolidation (13.64)

b Not considered in consolidation (40.92)

Note:
*Less than Rs 0.01 Crore.
On January 22, 2015, AE Rotor Holding B.V., a step-down wholly owned subsidiary of the Company and its subsidiaries signed a binding
agreement with Centerbridge Partners LP, USA to sell 100% stake in Senvion SE.
The closing was subject to customary closing conditions which got concluded on April 29, 2015 and from this date Senvion SE and its
subsidiaires ('Senvion Group') ceased to be the subsidiaries of the Company. Accordingly, the consolidated details about the Senvion Group
have been provided in the above statement, being the manner in which the information has been shared by the Senvion Group post ceasing
to be the subsidiary of the Company.
**Senvion SE and its subsidiaries consists of below entities:
(a) Senvion SE (b) PowerBlades GmbH (c) PowerBlades Industries Inc. (d) PowerBlades SA (e) REpower North China Ltd. (f) RETC Renewable
Energy Technology Center GmbH (g) RiaBlades S.A. (h) Senvion (Beijing) Trading Co. Ltd. (formerly REpower Wind Systems Trading Inc.)
(i) Senvion Australia Pty Ltd. (j) Senvion Austria GmbH (k) Senvion Benelux b.v.b.a. (l) Senvion Betriebs-und Beteiligungs GmbH (formerly
REpower Betriebs–und Beteiligungs GmbH) (m) Senvion Canada Inc. (n) Senvion Deutschland GmbH (o) Senvion France S.A.S. (p) Senvion
Holdings Pty Ltd. (formerly RECA Holdings Pty Ltd) (q) Senvion India Ltd (formerly REpower Systems India Limited) (r) Senvion Investitions-
und Projektierungs GmbH & Co. KG (formerly REpower Investitions-und Projektierungs GmbH & Co. KG) (s) Senvion Italia s.r.l (t) Senvion
Netherlands B.V. (u) Senvion Polska Sp.z o.o (v) Senvion Portugal S.A. (w) Senvion Romania SRL (x) Senvion Scandinavia AB (y) Senvion Turkey
Rüzgar Türbinleri Limited Şirketi (z) Senvion UK Ltd. (aa) Senvion USA Corp. (ab) Senvion Windpark Betriebs GmbH (formerly REpower
Windpark Betriebs GmbH) (ac) Ventinveste Indústria, SGPS, SA, (ad) Ventipower S.A. (ae) WEL Windenergie Logistik GmbH (af) Windpark
Blockland GmbH & Co KG (ag) Yorke Peninsual Wind Farm Project Ltd (Ceres).

For and on behalf of the Board of Directors of Suzlon Energy Limited

Tulsi R. Tanti Vinod R. Tanti

Chairman & Managing Director Director
DIN : 00002283 DIN : 00002266

Hemal A.Kanuga Amit Agarwal

Company Secretary Chief Financial Officer
Membership No.: F4126 Membership No.: 056880

Place : Pune
Date : May 29, 2015

126 Suzlon Energy Limited, Annual Report 2014-15

 CONSOLIDATED FINANCIAL STATEMENTS
Independent Auditor's Report
To the Members of Suzlon Energy Limited
1. Report on the Consolidated Financial Statements
We, SNK & Co. and S.R. Batliboi & Co. LLP have audited the accompanying consolidated financial statements of Suzlon Energy
Limited (hereinafter referred to as “the Holding Company”) and its subsidiaries and joint venture as described in Note 2 (together
referred to as “the Group”) comprising of the consolidated Balance Sheet as at March 31, 2015, the consolidated Statement of
Profit and Loss and consolidated Cash Flow Statement for the year then ended, and a summary of significant accounting policies
and other explanatory information (hereinafter referred to as ‘the consolidated financial statements’).
2. Management's Responsibility for the Consolidated Financial Statements
The Holding Company’s Board of Directors is responsible for the preparation of these consolidated financial statements in terms
with the requirement of the Companies Act, 2013 (“the Act”) that give a true and fair view of the consolidated financial position,
consolidated financial performance and consolidated cash flows of the Group in accordance with accounting principles generally
accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies
(Accounts) Rules, 2014. The respective Board of Directors of the companies included in the Group are responsible for maintenance
of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Group and for
preventing and detecting frauds and other irregularities; the selection and application of appropriate accounting policies; making
judgments and estimates that are reasonable and prudent; and the design, implementation and maintenance of adequate internal
financial control that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to
the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement,
whether due to fraud or error, which have been used for the purpose of preparation of the consolidated financial statements by the
Directors of the Holding Company, as aforesaid.
3. Auditor’s Responsibility
Our responsibility is to express an opinion on these consolidated financial statements based on our audit. While conducting the
audit, we have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required
to be included in the audit report under the provisions of the Act and the Rules made thereunder. We conducted our audit in
accordance with the Standards on Auditing, issued by the Institute of Chartered Accountants of India, as specified under Section
143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial
statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material
misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, the auditor
considers internal financial control relevant to the Holding Company’s preparation of the consolidated financial statements that
give a true and fair view in order to design audit procedures that are appropriate in the circumstances but not for the purpose of
expressing an opinion on whether the Holding Company has in place an adequate internal financial controls system over financial
reporting and the operating effectiveness of such controls. An audit also includes evaluating the appropriateness of accounting
policies used and the reasonableness of the accounting estimates made by the Holding Company’s Board of Directors, as well as
evaluating the overall presentation of the consolidated financial statements. We believe that the audit evidence obtained by us and
the audit evidence obtained by the other auditors in terms of their reports referred to in paragraph (a) of the Other Matters below, is
sufficient and appropriate to provide a basis for our audit opinion on the consolidated financial statements.
4. Opinion
In our opinion and to the best of our information and according to the explanations given to us, the consolidated financial
statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the
accounting principles generally accepted in India of the consolidated state of affairs of the Group as at March 31, 2015, their
consolidated loss, and their consolidated cash flows for the year ended on that date.
5. Emphasis of Matter
We draw attention to Note 5 of the consolidated financial statements in respect of contingency related to 'compensation payable in
lieu of bank sacrifice', the outcome of which is materially uncertain and cannot be determined currently. Our opinion is not qualified
in respect of this matter.
Report on Other Legal and Regulatory Requirements
6. As required by the Companies (Auditor’s Report) Order, 2015 (“the Order”), issued by the Central Government of India in terms of
sub-section (11) of Section 143 of the Act, based on the comments in the auditor’s report of the Holding company and its
subsidiaries incorporated in India (subsidiaries incorporated in India referred to as "Covered Entities of the Group"), to whom the
Order applies, we give in the Annexure a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent
applicable.
7. As required by section 143 (3) of the Act, we report, to the extent applicable, that:
(a) We / the other auditors whose reports we have relied upon, have sought and obtained all the information and explanations
which to the best of our knowledge and belief were necessary for the purpose of our audit of the aforesaid consolidated
financial statements;

Suzlon Energy Limited, Annual Report 2014-15 127

 (b) In our opinion proper books of account as required by law relating to preparation of the aforesaid consolidated financial
statements have been kept so far as it appears from our examination of those books and reports of the other auditors;
(c) The consolidated Balance Sheet, consolidated Statement of Profit and Loss, and consolidated Cash Flow Statement dealt
with by this Report are in agreement with the books of account maintained for the purpose of preparation of the
consolidated financial statements;
(d) In our opinion, the aforesaid consolidated financial statements comply with the Accounting Standards specified under
section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014;
(e) The matter described under the Emphasis of Matter paragraph above, in our opinion, may have an adverse effect on the
functioning of the group;
(f) On the basis of the written representations received from the directors of the Holding Company as on March 31, 2015 taken
on record by the Board of Directors of the Holding Company and the reports of the auditors who are appointed under
Section 139 of the Act, of its subsidiary companies incorporated in India, none of the directors of the Group’s companies
incorporated in India is disqualified as on March 31, 2015 from being appointed as a director in terms of Section 164 (2) of
the Act.
(g) With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit
and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:
i. The consolidated financial statements disclose the impact of pending litigations on its consolidated financial position
of the Group – Refer Note 38 to the consolidated financial statements;
ii. Provision has been made in the consolidated financial statements, as required under the applicable law or
accounting standards, for material foreseeable losses, if any, on long-term contracts including derivative contracts –
Refer Note 12 to the consolidated financial statements in respect of such items as it relates to the Group;
iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection
Fund by the Holding Company and its subsidiaries incorporated in India.
8. Other Matter
(a) The accompanying consolidated financial statements include total assets of Rs 10,527.09 Crore as at March 31, 2015, and
total revenues and net cash outflows of Rs 16,079.18 Crore and Rs 95.39 Crore respectively, for the year ended on that date,
in respect of certain subsidiaries, which have been audited by other auditors, which financial statements, other financial
information and auditor’s reports have been furnished to us by the management. Our opinion on the consolidated financial
statements, in so far as it relates to the amounts and disclosures included in respect of these subsidiaries and our report in
terms of sub-sections (3) and (11) of Section 143 of the Act, in so far as it relates to the aforesaid subsidiaries, is based solely
on the report(s) of such other auditors.
(b) The accompanying consolidated financial statements include total assets of Rs 488.20 Crore as at March 31, 2015, and total
revenues and net cash inflows of Rs 285.03 Crore and Rs 8.19 Crore, respectively, for the year ended on that date, in respect
of certain subsidiaries and a joint venture, which have not been audited, whose unaudited financial statements and other
unaudited financial information have been furnished to us. Our opinion, in so far as it relates amounts and disclosures
included in respect of these subsidiaries and joint venture and our report in terms of sub-sections (3) and (11) of Section 143
of the Act in so far as it relates to the aforesaid subsidiaries and joint venture, is based solely on such unaudited financial
statements and other unaudited financial information. In our opinion and according to the information and explanations
given to us by the Management, these financial statements and other financial information are not material to the Group.
Our opinion on the consolidated financial statements and our report on Other Legal and Regulatory Requirements above, is
not modified in respect of the above matters with respect to our reliance on the work done and the reports of the other
auditors and the financial statements and other financial information certified by the Management

For SNK & Co. For S. R. Batliboi & Co. LLP

Chartered Accountants Chartered Accountants
ICAI Firm registration number: 109176W ICAI Firm registration number: 301003E

per Sanjay Kapadia per Paul Alvares

Partner Partner
Membership No. : 38292 Membership No. : 105754
Place : Mumbai Place : Mumbai
Date : May 29, 2015 Date : May 29, 2015

128 Suzlon Energy Limited, Annual Report 2014-15

Annexure referred to in paragraph 6 of our report of even date under heading "Report on Other Legal and Regulatory Requirements"

Re: Suzlon Energy Limited

(i) (a) The Holding Company and the Covered entities of the Group have maintained proper records showing full particulars, including
quantitative details and situation of fixed assets.
(b) All fixed assets have not been physically verified by the management of the Holding Company and Covered entities of the Group
during the year but there is a regular programme of verification which, in our opinion is reasonable having regard to the size of
the Holding Company and the Covered entities of the Group and the nature of its assets. No material discrepancies were
noticed on such verification. However, the management is in the process of physically marking the asset numbers on the Fixed
assets as per Fixed asset register in case of one Covered entity of the Group.
(ii) (a) The management of the Holding Company and the Covered entities of the Group have conducted physical verification of
inventory at reasonable intervals during the year. Inventories lying with outside parties have been confirmed by them as at
year end.
(b) The procedures of physical verification of inventory followed by the management of the Holding Company and each
Covered Entity of the Group, are reasonable and adequate in relation to the size of the respective entity of the Group and
the nature of their business.
(c) The Holding Company and the Covered entities of the Group are maintaining proper records of inventory. Discrepancies
noted on physical verification of inventories were not material and have been properly dealt with in the books of account of
the respective entity of the Group.

(iii) According to the information and explanations given to us, the Holding Company and the Covered entities of the Group have not
granted any loans, secured or unsecured to companies, firms or other parties covered by section 184 of the Companies Act, 2013
and which are required to be entered in the register maintained under section 189 of the Companies Act, 2013. In our opinion, the
transactions of granting loans are not covered in the specified list of transactions under section 188 (1) of the Companies Act, 2013.
Accordingly, the provisions of clause 3(iii) (a) and (b) of the Order are not applicable to the Holding Company and the Covered
entities of the Group and hence not commented upon.

(iv) In our opinion and according to the information and explanations given to us, there is an adequate internal control system
commensurate with the size of the Holding Company and the Covered entities of the Group and the nature of their businesses, for
the purchase of inventory and fixed assets and for the sale of goods and services, to the extent applicable to the nature of the
business of the Covered entities of the Group. During the course of our audit, no major weakness was observed or continuing
failure to correct any major weakness in the internal control system of the Holding Company or the Covered entities of the Group in
respect of these areas.

(v) The Holding Company and the Covered entities of the Group have not accepted any deposits from public. Accordingly, the
provisions of clause 3(v) of the Order are not applicable to the Holding Company and the Covered entities of the Group and hence
not commented upon.

(vi) We have broadly reviewed the books of account maintained by Holding Company and the Covered entities of the Group, to the
extent applicable and relevant, pursuant to the rules made by the Central Government for the maintenance of cost records under
section 148(1) of the Companies Act, 2013, related to the construction of power infrastructure facilities, manufacture of wind
turbine generators of various capacities and manufacture of fabricated structural products of Iron and Steel (Tubular towers for
wind turbine generators) and are of the opinion that prima facie, the specified accounts and records have been made and
maintained. The detailed examination of the same has not been made by us.

(vii) (a) Undisputed statutory dues including provident fund, employees’ state insurance, income-tax, sales-tax, wealth-tax, service
tax, customs duty, excise duty, value added tax, cess and other material statutory dues have not been regularly deposited
with the appropriate authorities and there have been serious delays in large number of cases by the Holding Company and
Covered entities of the Group. Three entities of the Group, i.e. Suzlon Structures Limited, Suzlon Generators Limited and
Senvion India Limited have been generally regular in depositing dues with appropriate authorities though there has been a
slight delay in a few cases.
(b) According to the information and explanations given to us, no undisputed amounts payable in respect of provident fund,
employees’ state insurance, income-tax, wealth-tax, service tax, sales-tax, customs duty, excise duty, value added tax, cess
and other material statutory dues were outstanding, at the year end, for a period of more than six months from the date
they became payable for the Holding Company and the Covered entities of the Group.
(c) According to the records of the Holding Company and the Covered entities of the Group, the dues outstanding of income-
tax, sales-tax, wealth-tax, service tax, customs duty, excise duty, value added tax and cess on account of any dispute, are as
follows:

Suzlon Energy Limited, Annual Report 2014-15 129

 Name of the statute Nature of dues Amount Period to which Forum where
(in Rs Crore) the amount dispute is pending
relates
The Customs Act, 1962 Custom Duty 0.08 2008-09 CESTAT
The Income tax Act, Demand on account of 0.09 2011-12 Deputy
1961 disallowance of TDS claimed Commissioner of
Income tax
The Income tax Act, Excess deduction under 7.80 2008-09 & Commissioner of
1961 Section 10AA 2009-10 Income Tax
(Appeals)
The Income tax Act, Excess deduction under 1.55 2008-09 CIT(A)
1961 Section 10AA
The Income tax Act, Income Tax 0.64 2009-10 ITAT, Ahmedabad
1961
The Income tax Act, Income Tax 0.17 2010-11 Commissioner of
1961 Income Tax
Appeals,
Ahmedabad
The Income tax Act, Income Tax 0.25 2011-12 Commissioner of
1961 Income Tax,
Appeals,
Ahmedabad
Finance Act, 1994 Matters relating to availment 0.08 April 1, 2007 to Commissioner
of service tax credit on purchase September 30, (Appeals),
of certain services 2009 Central Excise,
Vadodara
Finance Act, 1994 Service Tax 3.76 1999-2000 CESTAT
to 2002-03
Finance Act, 1994 Service Tax 64.66 2007-08 CESTAT
to 2011-12
Andhra Pradesh Value Added Tax 0.02 2011-12 Appellate Deputy
Value Added Tax Commissioner,
Act, 2005 Hyderabad
Maharashtra Value Value added tax 4.22 2008-09 Deputy
Added Tax Act, 2002 to 2010-11 Commissioner of
Sales Tax (Appeals)
Mumbai
Maharashtra Value Value added tax 1.55 2006-07 Jt.Commissioner
Added Tax, 2002 to 2009-10 of Sales Tax
(Appeals), Pune
Rajasthan Value Value added tax 4.69 2008-09 Assistant
Added Tax Act, 2006 to 2010-11 Commissioner of
Commercial Tax
Rajasthan
Tamil Nadu Value Value added tax 1.07 2011-12 Assistant
Added Tax Act, 2006 Commissioner of
Sales Tax (Appeals)
Chennai
(d) There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Holding
Company and certain Covered entities of the Group in accordance with the relevant provisions of the Companies Act, 1956
(1 of 1956) and rules made thereunder.

(viii) The accumulated losses of the Holding Company and the Covered entities of the Group at the end of the financial year are
individually more than fifty percent of its respective net worth except in case of Suzlon Structures Limited and Senvion India
Limited. The Holding Company and the Covered entities of the Group have incurred cash losses during the year and in the
immediately preceding financial year, except in case of Suzlon Global Services Limited, Suzlon Structures Limited, Suzlon
Generators Limited and Senvion India Limited.

(ix) Based on our audit procedures and as per the information and explanations given by management, the Holding Company had
defaulted on redemption of foreign currency convertible bonds (FCCBs) and repayment of dues aggregating to Rs. 1,253 Crore
(USD 209 million) (including redemption premium). In July 2014, the Holding Company has restructured the liabilities relating to
FCCBs into new FCCBs which are due for payment in 2019.

130 Suzlon Energy Limited, Annual Report 2014-15

 Further, based on our audit procedures and as per the information and explanations given by management, SE Forge Limited, a
Covered entity of the group has defaulted on payment of term loan instalment and interest payments on external commercial
borrowings aggregating to Rs. 39.56 Crore. During the current financial year, the lender has proposed to restructure the loan and
interest amounts, which is pending approval of the Corporate Debt Restructuring Committee.

Additionally, during the year, the Holding Company and Covered entities of the Group have also defaulted in repayment of dues to a
financial institution and banks in respect term loans, Letters of Credit/Buyers' Credit/Bills Discounting and Interest Liabilities.
Following are the details of these defaults:

(Amount in Rs Crore)
Particulars Delay upto Delay 31 to Delay 91 to Delay beyond Total
30 days 90 days 180 days 180 days Amount#

Term Loans 84.86 48.20 2.10 – 135.16

Letters of Credit / 511.51 596.03 – – 1,107.54
Buyers' Credit / Bill
Discounting
Interest Liabilities 295.00 210.78 7.43 1.21 514.42
#
Rs. 390.24 Crores of such dues were in arrears as on the balance sheet date.

The Holding Company and Covered entities of the Group did not have any dues payable to debenture holders during the year.

(x) According to the information and explanations given to us, the Holding Company and Covered entities of the Group, have given
guarantee for loans taken by others (Others include other Covered entities of the Group as well as subsidiaries not forming part of
Covered entities of the Group) from banks and financial institutions, the terms and conditions whereof, in our opinion, are not
prima-facie prejudicial to the interest of the respective entity.

(xi) Based on the information and explanations given to us by management of the Holding Company and the Covered entities of the
Group, term loans, where availed, were applied for the purpose for which the loans were obtained.

(xii) Based upon the audit procedures performed for the purpose of reporting the true and fair view of the consolidated financial
statements and as per the information and explanations given by the management of the Holding Company and the Covered
entities of the Group, we report that no fraud on or by the Holding Company and the Covered entities of the Group have been
noticed or reported during the year.

For SNK & Co. For S. R. Batliboi & Co. LLP

Chartered Accountants Chartered Accountants
ICAI Firm registration number: 109176W ICAI Firm registration number: 301003E

per Sanjay Kapadia per Paul Alvares

Partner Partner
Membership No. : 38292 Membership No. : 105754

Place : Mumbai Place : Mumbai

Date : May 29, 2015 Date : May 29, 2015

Suzlon Energy Limited, Annual Report 2014-15 131

 Consolidated balance sheet as at March 31, 2015
All amounts in Rupees Crore unless otherwise stated

Particulars Notes As at As at
March 31, 2015 March 31, 2014

Equity and liabilities

Shareholders' funds
(i) Share capital 9 (i) 741.54 497.63
(ii) Reserves and surplus 10 (9,863.84) (1,041.48)
(9,122.30) (543.85)
Share application money, pending allotment 9 (ii) 1,800.00 162.02
Preference shares issued by subsidiary company 5.94 5.94
Minority interest 63.61 58.35
Non-current liabilities
(i) Long-term borrowings 11 10,786.58 11,640.92
(ii) Deferred tax liabilities (net) 18 648.89 792.33
(iii) Other long-term liabilities 14 102.74 80.64
(iv) Long-term provisions 12 288.35 274.07
11,826.56 12,787.96
Current liabilities
(i) Short-term borrowings 13 4,575.76 3,523.35
(ii) Trade payables 4,556.22 5,284.73
(iii) Other current liabilities 14 6,320.68 6,624.60
(iv) Due to customers 131.06 210.87
(v) Short-term provisions 12 1,573.92 2,200.82
17,157.64 17,844.37
21,731.45 30,314.79
Assets
Non-current assets
(i) Fixed assets
(a) Tangible assets 15 2,706.28 3,278.64
(b) Intangible assets 15 3,137.15 10,235.88
(c) Capital work-in-progress 356.11 433.41
(ii) Investments 16 15.22 3.72
(iii) Deferred tax assets (net) 18 – 54.28
(iv) Loans and advances 17 368.07 518.05
(v) Trade receivables 19.1 0.15 0.15
(vi) Other non-current assets 19.2 463.59 320.47
7,046.57 14,844.60
Current assets
(i) Investments 16 250.44 702.96
(ii) Inventories 20 3,360.78 4,032.90
(iii) Trade receivables 19.1 2,754.32 2,686.85
(iv) Cash and bank balance 21 2,542.88 2,448.01
(v) Loans and advances 17 1,391.89 1,844.97
(vi) Due from customers 2,090.71 3,258.54
(vii) Other current assets 19.2 2,293.86 495.96
14,684.88 15,470.19
21,731.45 30,314.79
Summary of significant accounting policies 3
The accompanying notes are an integral part of the consolidated financial statements.

As per our report of even date For and on behalf of the Board of Directors of
Suzlon Energy Limited
For SNK & Co. For S.R. Batliboi & Co. LLP Tulsi R. Tanti Vinod R. Tanti
Chartered Accountants Chartered Accountants Chairman and Managing Director Director
ICAI Firm Registration number: 109176W ICAI Firm Registration number: 301003E DIN : 00002283 DIN : 00002266
per Sanjay Kapadia per Paul Alvares Hemal A.Kanuga Amit Agarwal
Partner Partner Company Secretary Chief Financial Officer
Membership No. : 38292 Membership No. : 105754 Membership No.: F4126 Membership No.: 056880
Place: Mumbai Place: Mumbai Place: Mumbai
Date: May 29, 2015 Date: May 29, 2015 Date: May 29, 2015

132 Suzlon Energy Limited, Annual Report 2014-15

 Statement of consolidated profit and loss for the year ended March 31, 2015
All amounts in Rupees Crore unless otherwise stated

Particulars Notes March 31, 2015 March 31, 2014

Income
Revenue from operations 22 19,836.68 20,211.58
Other operating income 117.76 191.28
19,954.44 20,402.86

Expenses
Cost of raw materials and components consumed 23 13,625.86 13,375.84
(Increase)/decrease in inventories of finished goods, 23 (7.19) 1,059.57
work-in-progress and stock-in-trade
Employee benefits expense 24 2,227.46 2,231.37
Other expenses 25 3,792.57 3,825.08
Prior period expenses – 52.09
19,638.70 20,543.95
Earnings/ (loss) before interest, depreciation, tax and 315.74 (141.09)
exceptional items (EBITDA)
Depreciation / amortisation 15 808.77 776.88
Earnings/ (loss) before interest, tax and exceptional items (EBIT) (493.03) (917.97)
Finance costs 26 2,064.69 2,069.96
Finance income 27 53.30 71.48
Earnings/ (loss) before tax and exceptional items (2,504.42) (2,916.45)
Exceptional items 28 6,311.66 487.30
Profit/ (loss) before tax (8,816.08) (3,403.75)
Tax expense 29 317.28 144.43
Profit / (loss) after tax (9,133.36) (3,548.18)
Share of loss of minority (24.33) 28.21
Net profit/ (loss) for the year (9,157.69) (3,519.97)

Earnings/ (loss) per equity share: 30

- Basic and diluted [Nominal value of share Rs 2 (Rs 2)] (30.49) (15.71)
Summary of significant accounting policies 3

The accompanying notes are an integral part of the consolidated financial statements.

As per our report of even date For and on behalf of the Board of Directors of
Suzlon Energy Limited
For SNK & Co. For S.R. Batliboi & Co. LLP Tulsi R. Tanti Vinod R. Tanti
Chartered Accountants Chartered Accountants Chairman and Managing Director Director
ICAI Firm Registration number: 109176W ICAI Firm Registration number: 301003E DIN : 00002283 DIN : 00002266
per Sanjay Kapadia per Paul Alvares Hemal A.Kanuga Amit Agarwal
Partner Partner Company Secretary Chief Financial Officer
Membership No. : 38292 Membership No. : 105754 Membership No.: F4126 Membership No.: 056880
Place: Mumbai Place: Mumbai Place: Mumbai
Date: May 29, 2015 Date: May 29, 2015 Date: May 29, 2015

Suzlon Energy Limited, Annual Report 2014-15 133

 Consolidated cash flow statement for the year ended March 31, 2015
All amounts in Rupees Crore unless otherwise stated

Particulars March 31, 2015 March 31, 2014

Cash flow from operating activities

Loss before tax and exceptional items (2,504.42) (2,916.45)
Adjustments for:
Depreciation / amortisation 808.77 776.88
Loss on assets sold / discarded, net 7.51 26.63
Loss on sale of investments, net 0.44 –
Interest income (39.82) (71.48)
Interest expenses 1,746.25 1,792.47
Dividend income (13.48) –
Compensation in lieu of bank sacrifice 52.02 45.66
Amortization of ancillary borrowing costs 114.36 72.42
Operation, maintenance and warranty expenditure 159.09 448.27
Prior period expense – 52.09
Liquidated damages expenditure 172.51 272.21
Performance guarantee expenditure 146.38 53.05
Bad debts written off 1.40 1.37
Provision for doubtful debts and advances 163.79 67.31
Adjustments for consolidation* (655.46) 365.88
Exchange differences, net 124.40 (60.52)
Employee stock option scheme 7.76 (4.55)
Operating profit / (loss) before working capital changes 291.50 921.24
Movements in working capital
(Increase) / decrease in trade receivables and unbilled revenue 1,575.02 (743.92)
Decrease / (increase) in inventories 672.13 1,263.39
Decrease / (increase) in loans and advances and other assets 192.07 (299.02)
Decrease in trade payables, current liabilities and provisions (1,402.20) (591.64)
Cash generated from operating activities 1,328.52 550.05
Direct taxes paid (net of refunds) (209.32) 17.81
Net cash generated from operating activities (A) 1,119.20 567.86

Cash flow from investing activities

Payment for purchase of fixed assets including capital work-in-progress (736.33) (690.53)
and capital advances
Proceeds from sale of fixed assets 46.52 33.83
Proceeds on sale of stake in subsidiary – 116.55
Purchase of investments (250.00) (50.87)
Sale / redemption of investments 38.47 –
Inter-corporate deposits granted 72.08 57.68
Interest received 39.76 60.45
Dividend received 2.10 –
Net cash used in investing activities (B) (787.40) (472.89)

134 Suzlon Energy Limited, Annual Report 2014-15

 Consolidated cash flow statement for the year ended March 31, 2015
All amounts in Rupees Crore unless otherwise stated

Particulars March 31, 2015 March 31, 2014

Cash flow from financing activities

Proceeds from issuance of share capital including premium 8.18 203.00
Share application money – 9.00
Proceeds from long term borrowings 6.62 452.30
Repayment of long term borrowings (308.26) (365.31)
Proceeds from short term borrowings, net 1,105.17 808.10
Dividend paid (0.06) –
Interest paid (1,010.49) (747.09)
Net cash used in financing activities (C) (198.84) 360.00

Net decrease in cash and cash equivalents (A+B+C) 132.96 454.97

Add: Cash and bank balances taken over on acquisition of subsidiary – (3.03)
Add / (less): Effect of exchange difference on cash and cash equivalents (38.09) 36.95
Total 94.87 488.89
Cash and cash equivalents at the beginning of year 2,448.01 1,959.12
Cash and cash equivalents at the end of year 2,542.88 2,448.01

As at As at
Components of cash and cash equivalents March 31,2015 March 31,2014

Cash and cheques on hand 1.10 4.46

With scheduled and non scheduled banks
In current accounts** 1,146.20 546.83
In term deposits 1,395.58 1,896.72
2,542.88 2,448.01

Summary of significant accounting policies 3

Notes :
1. The figures in brackets represent outflows.
2 Previous period's figures have been regrouped / reclassified, whereever necessary to confirm to current year presentation.
* Primarily includes impact of foreign currency translation in non-integral operations.
** Includes a balance of Rs 0.10 Crore (Rs 0.16 Crore) not available for use by the Group as they represent corresponding unpaid dividend
liabilities.

The accompanying notes are an integral part of the consolidated financial statements.

As per our report of even date For and on behalf of the Board of Directors of
Suzlon Energy Limited
For SNK & Co. For S.R. Batliboi & Co. LLP Tulsi R. Tanti Vinod R. Tanti
Chartered Accountants Chartered Accountants Chairman and Managing Director Director
ICAI Firm Registration number: 109176W ICAI Firm Registration number: 301003E DIN : 00002283 DIN : 00002266
per Sanjay Kapadia per Paul Alvares Hemal A.Kanuga Amit Agarwal
Partner Partner Company Secretary Chief Financial Officer
Membership No. : 38292 Membership No. : 105754 Membership No.: F4126 Membership No.: 056880
Place: Mumbai Place: Mumbai Place: Mumbai
Date: May 29, 2015 Date: May 29, 2015 Date: May 29, 2015

Suzlon Energy Limited, Annual Report 2014-15 135

Notes to consolidated financial statements for the year ended March 31, 2015

1. Corporate information

Suzlon Energy Limited (‘SEL’ or ‘the ‘Company’) is a public company domiciled in India. Its shares are listed on two stock exchanges
in India. The Company is primarily engaged in the business of manufacturing of wind turbine generators (‘WTGs’) and related
components of various capacities.

2. Basis of preparation

The consolidated financial statements comprise the financial statements of Suzlon Energy Limited (‘SEL’ or ‘the Company’) and its
subsidiaries and joint venture (together referred to as ‘Suzlon’ or ‘the Group’). The consolidated financial statements are prepared
under the historical cost convention, on accrual basis of accounting except in case of assets for which provision for impairment is
made and derivative instruments which have been measured at fair value to comply in all material respects, with the mandatory
accounting standards as notified under section 133 of the Companies Act 2013 read with Rule 7 of the Companies (Accounts) Rules
2014. The accounting policies have been consistently applied by the Group; and the accounting policies not referred to otherwise,
are in conformity with Indian Generally Accepted Accounting Principles (‘Indian GAAP’).

3. Summary of significant accounting policies

Change in accounting policy

Employee stock compensation cost

Till October 27, 2014, the SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999, dealt
with the grant of share-based payments to employees. Among other matter, these guidelines prescribed accounting for grant of
share-based payments to employees. Hence, the company being a listed entity was required to comply with these Guidelines as
well as the Guidance Note on Accounting for Employee Share-based Payments with regard to accounting for employee share-based
payments. Particularly, in case of conflict between the two requirements, the SEBI guidelines were prevailing over the ICAI
Guidance Note. For example, in case of equity settled option expiring unexercised after vesting, the SEBI guidelines required
expense to be reversed through the statement of profit and loss whereas the reversal of expense through the statement of profit
and loss is prohibited under the ICAI Guidance Note. In these cases, the Company was previously complying with the requirement
of SEBI guidelines.

From October 28, 2014, the SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 have
been replaced by the SEBI (Share Based Employee Benefits) Regulations, 2014. The new regulations don’t contain any specific
accounting treatment; rather, they require ICAI Guidance Note to be followed. Consequent to the application of the new
regulations, the Company has changed its accounting for equity settled option expiring unexercised after vesting in line with
accounting prescribed in the Guidance Note, i.e., expense is not reversed through the statement of profit and loss. The
management has decided to apply the revised accounting policy prospectively from the date of notification of new regulation, i.e.
October 28, 2014.

The change in accounting policy did not have any material impact on financial statements of the Company for the current year.
However due to application of the regulation, the manner of presentation of “Employee Stock Option Outstanding Account” under
the head “Reserves and Surplus” has changed. The Company has changed this presentation for the current as well as previous year.

a. Principles of consolidation

The consolidated financial statements of the Group are prepared in accordance with Accounting Standard 21 –
‘Consolidated Financial Statements’, Accounting Standard 23 – ‘Accounting for Investments in Associates in Consolidated
Financial Statements’ and Accounting Standard 27 – ‘Financial Reporting of Interests in Joint Ventures’ as notified by the
Rules.

The consolidated financial statements are presented, to the extent possible, in the same format as that adopted by the
Company for its standalone financial statements.

Subsidiaries

Subsidiaries are fully consolidated from the date of acquisition, being the date on which the Group obtains control, and
continue to be consolidated until the date that such control ceases.

The financial statements of the Company and its subsidiaries have been combined on a line-by-line basis by adding together
the book values of like items of assets, liabilities, income and expenses, after eliminating intra group balances and intra
group transactions. The unrealised profits or losses resulting from the intra group transactions and intra group balances
have been eliminated.

The excess of the cost to the Company of its investment in the subsidiaries over the Company's portion of equity on the
acquisition date is recognised in the financial statements as goodwill and is tested for impairment annually. The excess of
Company’s portion of equity of the Subsidiary over the cost of investment therein is treated as Capital reserve.

The Company’s portion of the equity in the subsidiaries at the date of acquisition is determined after realigning the material
accounting policies of the subsidiaries to that of the parent and the charge/(reversal) on account of realignment is adjusted
to the accumulated reserves and surplus of the subsidiaries at the date of acquisition.

136 Suzlon Energy Limited, Annual Report 2014-15

 The consolidated financial statements are prepared using uniform accounting policies for like transactions and events in
similar circumstances and necessary adjustments required for deviations, if any to the extent possible unless otherwise
stated, are made in the consolidated financial statements and are presented in the same manner as the Company’s
standalone financial statements.

Share of minority interest in the net profit is adjusted against the income to arrive at the net income attributable to
shareholders of the parent Company. Minority interest’s share of net assets is presented separately in the balance sheet.

If the losses attributable to the minority in a consolidated subsidiary exceed the minority's share in equity of the subsidiary,
then the excess, and any further losses applicable to the minority, are adjusted against the Group's interest except to the
extent that the minority has a binding obligation to, and is able to, make good the losses. If the subsidiary subsequently
reports profits, all such profits are allocated to the Group's interest until the minority’s share of losses previously absorbed
by the Group has been adjusted.

A change in the ownership interest of a subsidiary, without a loss of control is accounted for as an equity transaction.

If the Group loses control over a subsidiary, it:

a) derecognises the assets (including goodwill) and liabilities of the subsidiary;

b) derecognises the carrying amount of any minority interest;

c) derecognises the cumulative translation differences, recorded in foreign currency translation reserve;

d) recognises the value of the consideration received;

e) recognises the value of any investment retained;

f) recognises any surplus or deficit in profit or loss;

Associates

The Group’s investment in its associate is accounted for using the equity method. An associate is an entity in which the
Group has significant influence.

Under the equity method, the investment in the associate is carried in the balance sheet at cost plus post acquisition
changes in the Group’s share of net assets of the associate. Goodwill relating to the associate is included in the carrying
amount of the investment and is neither amortised nor individually tested for impairment. The statement of profit and loss
reflects the share of the results of operations of the associate. Unrealised gains and losses resulting from transactions
between the Group and the associate are eliminated to the extent of the interest in the associate.

After application of the equity method, the Group determines whether it is necessary to recognise decline, other than
temporary, in the value of the Group’s investment in its associates. The Group determines at each reporting date whether
there is any objective evidence that the investment in the associate is impaired. If this is the case the Group calculates the
amount of provision for diminution as the difference between the recoverable amount of the associate and its carrying
value and recognises the amount in the statement of profit and loss.

Joint venture

The Group recognises its interest in the joint venture using the proportionate consolidation method as per Accounting
Standard 27 – Financial Reporting of Interests in Joint Ventures as notified by the Rules. The Group combines its
proportionate share of each of the assets, liabilities, income and expenses of the joint venture with similar items, line by
line, in its consolidated financial statements.

b. Use of estimates

The preparation of financial statements in conformity with Indian GAAP requires the management to make judgements,
estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities and disclosure of
contingent liabilities, at the end of the reporting period. Although, these estimates are based upon management’s best
knowledge of current events and actions, uncertainty about these assumptions and estimates could result in the outcomes
requiring a material adjustment to the carrying amounts of assets or liabilities in future periods.

c. Tangible fixed assets

Fixed assets are stated at cost, net of accumulated depreciation and accumulated impairment losses, if any. The cost
comprises purchase price, borrowing costs if capitalisation criteria are met and directly attributable cost of bringing the
asset to its working condition for the intended use. The manufacturing costs of internally generated assets comprise direct
costs and attributable overheads.

Capital work-in-progress comprises of the cost of fixed assets that are not yet ready for their intended use as at the balance
sheet date. Assets held for disposal are stated at the lower of net book value and the estimated net realisable value.

Subsequent expenditure related to an item of fixed asset is added to its book value only if it increases the future benefits
from the existing asset beyond its previously assessed standard of performance. All other expenses on existing fixed assets,
including day-to-day repair and maintenance expenditure and cost of replacing parts, are charged to the statement of profit
and loss for the period during which such expenses are incurred.

Suzlon Energy Limited, Annual Report 2014-15 137

 The Group adjusts exchange differences arising on translation/ settlement of long-term foreign currency monetary items
pertaining to the acquisition of a depreciable asset to the cost of the asset and depreciates the same over the remaining life
of the asset. In accordance with MCA circular dated 09 August 2012, exchange differences adjusted to the cost of fixed
assets are total differences, arising on long-term foreign currency monetary items pertaining to the acquisition of a
depreciable asset, for the period. In other words, the Group does not differentiate between exchange differences arising
from foreign currency borrowings to the extent they are regarded as an adjustment to the interest cost and other exchange
differences.

Gains or losses arising from derecognition of fixed assets are measured as the difference between the net disposal proceeds
and the carrying amount of the asset on the date of disposal and are recognised in the statement of profit and loss when the
asset is derecognised.

d. Depreciation on tangible fixed assets

From the current year, Schedule XIV to the Companies Act, 1956 has been replaced by Schedule II to the Companies Act,
2013, which prescribes useful lives for fixed assets. Considering the applicability of Schedule II, the management has re-
estimated useful lives and residual value of its fixed assets in the entities to which provisions of Schedule II where applicable.
Depreciation is provided on the written down value method (‘WDV’) unless otherwise stated, pro-rata to the period of use
of assets based on the useful lives. Leasehold land is amortised on a straight line basis over the period of lease.

Some of the subsidiaries of the Group provide depreciation on straight line method (‘SLM’).

e. Intangible fixed assets

Intangible assets acquired separately are measured on initial recognition at cost. Following initial recognition, intangible
assets are carried at cost less accumulated amortisation and accumulated impairment losses, if any. Internally generated
intangible assets, excluding capitalised development costs, are not capitalised and expenditure is reflected in the statement
of profit and loss in the year in which the expenditure is incurred. Intangible assets are amortized on a straight line basis over
the estimated useful economic life.

The amortisation period and the amortisation method are reviewed at least at each financial year end. If the expected
useful life of the asset is significantly different from previous estimates, the amortisation period is changed accordingly. If
there has been a significant change in the expected pattern of economic benefits from the asset, the amortisation method is
changed to reflect the changed pattern. Such changes are accounted for in accordance with AS 5 Net Profit or Loss for the
Period, Prior Period Items and Changes in Accounting Policies.

Gains or losses arising from derecognition of an intangible asset are measured as the difference between the net disposal
proceeds and the carrying amount of the asset on the date of disposal and are recognised in the statement of profit and loss
when the asset is derecognised.

Research and development costs

Research costs are expensed as incurred. Development expenditure incurred on an individual project is recognised as an
intangible asset when the Group can demonstrate all the following:

i) The technical feasibility of completing the intangible asset so that it will be available for use or sale.
ii) Its intention to complete the asset.
iii) Its ability to use or sell the asset.
iv) How the asset will generate future economic benefits.
v) The availability of adequate resources to complete the development and to use or sell the asset.
vi) The ability to measure reliably the expenditure attributable to the intangible asset during development.

Following the initial recognition of the development expenditure as an asset, the cost model is applied requiring the asset to
be carried at cost less any accumulated amortisation and accumulated impairment losses. Amortisation of the asset begins
when development is complete and the asset is available for use. It is amortised on a straight line basis over the period of
expected future benefit from the related project, i.e., the estimated useful life. Amortisation is recognised in the statement
of profit and loss. During the period of development, the asset is tested for impairment annually.

Intangible assets are amortised on a straight line basis over the estimated useful economic life which generally does not
exceed five years.

f. Leases

I. Where the Group is a lessee

Leases, where the lessor effectively retains substantially all the risks and benefits of ownership of the leased item,
are classified as operating leases. Operating lease payments are recognised as an expense in the statement of profit
and loss on a straight-line basis over the lease term. Initial direct costs such as legal costs, brokerage costs, etc. are
recognised immediately in the statement of profit and loss.

II. Where the Group is a lessor

Leases in which the Group does not transfer substantially all the risks and benefits of ownership of the asset are
classified as operating leases. Assets subject to operating leases are included in fixed assets. Lease income on an

138 Suzlon Energy Limited, Annual Report 2014-15

 operating lease is recognised in the statement of profit and loss on a straight-line basis over the lease term. Costs,
including depreciation, are recognised as an expense in the statement of profit and loss.

g. Borrowing costs

Borrowing cost primarily includes interest and amortisation of ancillary costs incurred in connection with the arrangement
of borrowings.

Borrowing costs directly attributable to the acquisition, construction or production of an asset that necessarily takes a
substantial period of time to get ready for its intended use or sale are capitalised as part of the cost of the respective asset.
All other borrowing costs are expensed in the period they occur.

h. Impairment of tangible and intangible assets

The Group assesses at each reporting date whether there is an indication that an asset may be impaired. If any indication
exists, or when annual impairment testing for an asset is required, the Group estimates the asset’s recoverable amount. An
asset’s recoverable amount is the higher of an asset’s or cash-generating unit’s (‘CGU’) net selling price and its value in use.
The recoverable amount is determined for an individual asset, unless the asset does not generate cash inflows that are
largely independent of those from other assets or groups of assets. Where the carrying amount of an asset or CGU exceeds
its recoverable amount, the asset is considered impaired and is written down to its recoverable amount. Impairment losses
are recognised in the statement of profit and loss.

In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate
that reflects current market assessments of the time value of money and the risks specific to the asset. In determining net
selling price, recent market transactions are taken into account, if available. If no such transactions can be identified, an
appropriate valuation model is used.

After impairment, depreciation is provided on the revised carrying amount of the asset over its remaining useful life.

The impairment loss recognised in prior accounting periods is reversed if there has been a change in estimates of
recoverable amount. The carrying value after reversal is not increased beyond the carrying value that would have prevailed
by charging usual depreciation if there was no impairment.

i. Government grant and subsidies

Grants and subsidies from the government are recognised when there is reasonable assurance that (i) the Group will comply
with the conditions attached to them, and (ii) the grant/subsidy will be received.

When the grant or subsidy relates to revenue, it is recognised as income on a systematic basis in the statement of profit and
loss over the periods necessary to match them with the related costs, which they are intended to compensate. Where the
grant relates to an asset, it is recognised as deferred income and released to income in equal amounts over the expected
useful life of the related asset.

j. Investments

Investments which are readily realisable and intended to be held for not more than one year from the date on which such
investments are made, are classified as current investments. All other investments are classified as long-term investments.

On initial recognition, all investments are measured at cost. The cost comprises purchase price and directly attributable
acquisition charges such as brokerage, fees and duties. If an investment is acquired, or partly acquired, by the issue of shares
or other securities, the acquisition cost is the fair value of the securities issued.

Current investments are carried in the financial statements at the lower of cost and fair value, determined on an individual
investment basis.

Long-term investments are carried at cost. However, provision for diminution is made to recognise a decline, other than
temporary, in the value of the investments. Investments in associates are accounted for using the equity method.

On disposal of an investment, the difference between its carrying amount and net disposal proceeds is charged or credited
to the statement of profit and loss.

k. Inventories

Inventories of raw materials including stores and spares and consumables, packing materials, semi-finished goods, work-in-
progress, project work-in-progress and finished goods are valued at the lower of cost and estimated net realisable value.
Cost is determined on weighted average basis.

The cost of work-in-progress, project work-in-progress, semi-finished goods and finished goods includes the cost of
material, labour and a proportion of manufacturing overheads.

Stock of land and land lease rights is valued at lower of cost and estimated net realisable value. Cost is determined on
weighted average basis. Net realisable value is determined by management using technical estimates.

l. Revenue recognition

Revenue is recognised to the extent it is probable that the economic benefits will flow to the Group and that the revenue can

Suzlon Energy Limited, Annual Report 2014-15 139

 be reliably measured. Revenue comprises of sale of goods and services and is disclosed, net of trade discounts, excise duty,
sales tax, service tax, VAT or other taxes, as applicable.

Sales

Revenue from sale of goods is recognised in the statement of profit and loss when the significant risks and rewards in respect
of ownership of goods has been transferred to the buyer as per the terms of the respective sales order and the income can
be measured reliably and is expected to be received.

Fixed price contracts to deliver wind power systems (turnkey and projects involving installation and/or commissioning apart
from supply) are recognised in revenue based on the stage of completion of the individual contract using the percentage
completion method, provided the order outcome as well as expected total costs can be reliably estimated. Where the profit
from a contract cannot be estimated reliably, revenue is only recognised equalling the expenses incurred to the extent that it
is probable that the expenses will be recovered.

Due from customers, if any, are measured at the selling price of the work performed based on the stage of completion less
interim billing and expected losses. The stage of completion is measured by the proportion that the contract expenses
incurred to date bear to the estimated total contract expenses. The value of components is recognised in 'Contracts in
progress' upon dispatch of the complete set of components which are specifically identified for a customer and are within
the scope of contract, or on completion of relevant milestones, depending on the type of contracts. Where it is probable
that total contract expenses will exceed total revenues from a contract, the expected loss is recognised immediately as an
expense in the statement of profit and loss.

Where the selling price of a contract cannot be estimated reliably, the selling price is measured only on the expenses
incurred to the extent that it is probable that these expenses will be recovered. Prepayments from customers are recognised
as liabilities. A contract in progress for which the selling price of the work performed exceeds interim billings and expected
losses is recognised as an asset. Contracts in progress for which interim billings and expected losses exceed the selling price
are recognised as a liability. Expenses relating to sales work and the winning of contracts are recognised in the statement of
profit and loss as incurred.

Operation and maintenance income

Revenues from operation and maintenance contracts are recognised pro-rata over the period of the contract and when
services are rendered.

Project execution income

Revenue from services relating to project execution is recognised on completion of respective service, as per terms of the
respective sales order.

Power evacuation infrastructure facilities

Revenue from power evacuation infrastructure facilities is recognised upon commissioning and electrical installation of the
Wind Turbine Generator (WTG) to the said facilities followed by approval for commissioning of WTG from the concerned
authorities.

Land revenue

Revenue from land lease activity is recognised upon the transfer of leasehold rights to the customers. Revenue from sale of
land/right to sale land is recognised when significant risks and rewards in respect of title of land are transferred to the
customers as per the terms of the respective sales order. Revenue from land development is recognised upon rendering of
the service as per the terms of the respective sales order.

Interest income

Interest income is recognised on a time proportion basis taking into account the amount outstanding and the rate
applicable. In case of interest charged to customers, interest is accounted for on availability of documentary evidence that
the customer has accepted the liability.

Dividend income

Dividend income from investments is recognised when the right to receive payment is established.

Royalty and license income

Royalty and license income is recognised on accrual basis in accordance with the terms of the relevant agreements.

m. Foreign currency transactions

(i) Initial recognition

Foreign currency transactions are recorded in the reporting currency, by applying to the foreign currency amount the
exchange rate between the reporting currency and the foreign currency at the date of the transaction.

140 Suzlon Energy Limited, Annual Report 2014-15

 (ii) Conversion

Foreign currency monetary items are retranslated using the exchange rate prevailing at the reporting date. Non-
monetary items, which are measured in terms of historical cost denominated in a foreign currency, are reported
using the exchange rate at the date of the transaction. Non-monetary items, which are measured at fair value or
other similar valuation denominated in a foreign currency, are translated using the exchange rate at the date when
such value was determined.

Foreign currency transactions entered into by branches, which are integral foreign operations are accounted in the
same manner as foreign currency transactions described above. Branch monetary assets and liabilities are restated
at the year-end rates.

(iii) Exchange differences

The Group accounts for exchange differences arising on translation/ settlement of foreign currency monetary items
as below:

1. Exchange differences arising on long-term foreign currency monetary items related to acquisition of a fixed
asset are capitalised and depreciated over the remaining useful life of the asset. The Group treats a foreign
currency monetary item as “long-term foreign currency monetary item”, if it has a term of 12 months or more
at the date of its origination.

2. Exchange differences arising on other long-term foreign currency monetary items are accumulated in the
“Foreign Currency Monetary Item Translation Difference Account” and amortized over the remaining life of
the concerned monetary item. It is presented as a part of “Reserves and surplus”.

3. All other exchange differences are recognised as income or as expense in the period in which they arise.

In case of exchange differences adjusted to the cost of fixed assets or arising on long-term foreign currency
monetary items, the Group does not consider exchange differences as an adjustment to the interest cost.

(iv) Forward exchange contracts entered into to hedge foreign currency risk of an existing asset/ liability

The premium or discount arising at the inception of forward exchange contract is amortised and recognised as an
expense/ income over the life of the contract. Exchange differences on such contracts are recognised in the
statement of profit and loss in the period in which the exchange rates change. Any profit or loss arising on
cancellation or renewal of such forward exchange contract is also recognised as income or as expense for the period.

(v) Foreign operations

The financial statements of integral foreign operations are translated as if the transactions of the foreign operations
have been those of the Group itself.

In translating the financial statements of a non-integral foreign operation, the assets and liabilities, both monetary
and non-monetary, are translated at the closing rate; income and expense items are translated at average exchange
rates (Average rates approximates the rate on the date of transaction) prevailing during the year and all resulting
exchange differences are accumulated in a foreign currency translation reserve until the disposal of the net
investment in the non-integral foreign operation.

On the disposal of a non-integral foreign operation, the cumulative amount of the exchange differences which have
been deferred and which relate to that operation are recognised as income or as expenses in the same period in
which the gain or loss on disposal is recognised.

When there is a change in the classification of a foreign operation, the translation procedures applicable to the
revised classification are applied from the date of the change in classification.

n. Derivatives

As per the Institute of Chartered Accountants of India (‘ICAI’) announcement, derivative contracts, other than those
covered under AS-11, are marked to market on a portfolio basis and the net loss after considering the offsetting effect on the
underlying hedge items is charged to the statement of profit and loss. Net gains on marked to market basis are not
recognised.

o. Retirement and other employee benefits

Employee benefits in the nature of defined contributions are charged to the statement of profit and loss of the year, when an
employee renders the related service. There are no other obligations other than the contribution payable to the respective
statutory authorities.

Defined contributions to superannuation fund are charged to the statement of profit and loss on accrual basis.

Retirement benefits in the form of gratuity and pension are defined benefit obligations and are provided for on the basis of
an actuarial valuation, using projected unit credit method as at each balance sheet date.

Suzlon Energy Limited, Annual Report 2014-15 141

 Short-term compensated absences are provided based on estimates. Long term compensated absences and other long-
term employee benefits are provided for on the basis of an actuarial valuation, using projected unit credit method, as at
each balance sheet date. The entire leave is presented as a current liability in the balance sheet, since it does not have an
unconditional right to defer its settlement for 12 months after the reporting date.

Actuarial gains/losses are taken to statement of profit and loss and are not deferred.

p. Taxes on income

Tax expense comprises current and deferred tax. Current income-tax is measured at the amount expected to be paid to the
tax authorities in accordance with the Income-tax Act, 1961 enacted in India and tax laws prevailing in the respective tax
jurisdictions where the Group operates. The tax rates and tax laws used to compute the amount are those that are enacted
or substantively enacted, at the reporting date. Current income tax relating to items recognised directly in equity is
recognised in equity and not in the statement of profit and loss.

Deferred income taxes reflect the impact of timing differences between taxable income and accounting income originating
during the current year and reversal of timing differences for the earlier years. Deferred tax is measured using the tax rates
and the tax laws enacted or substantively enacted at the reporting date. Deferred income tax relating to items recognised
directly in equity is recognised in equity and not in the statement of profit and loss.

Deferred tax liabilities are recognised for all taxable timing differences. Deferred tax assets are recognised for deductible
timing differences only to the extent that there is reasonable certainty that sufficient future taxable income will be available
against which such deferred tax assets can be realised. In situations where the Group has unabsorbed depreciation or carry
forward tax losses, all deferred tax assets are recognised only if there is virtual certainty supported by convincing evidence
that they can be realised against future taxable profits.

In the situations where the Group is entitled to a tax holiday under the Income-tax Act, 1961 enacted in India or tax laws
prevailing in the respective tax jurisdictions where it operates, no deferred tax (asset or liability) is recognised in respect of
timing differences which reverse during the tax holiday period, to the extent the Group’s gross total income is subject to the
deduction during the tax holiday period. Deferred tax in respect of timing differences which reverse after the tax holiday
period is recognized in the year in which the timing differences originate. However, the Group restricts recognition of
deferred tax assets to the extent that it has become reasonably certain or virtually certain, as the case may be, that sufficient
future taxable income will be available against which such deferred tax assets can be realised. For recognition of deferred
taxes, the timing differences which originate first are considered to reverse first.

At each reporting date, the Group re-assesses unrecognised deferred tax assets. It recognises unrecognised deferred tax
asset to the extent that it has become reasonably certain or virtually certain, as the case may be, that sufficient future
taxable income will be available against which such deferred tax assets can be realised.

The carrying amount of deferred tax assets are reviewed at each reporting date. The Group writes-down the carrying
amount of deferred tax asset to the extent that it is no longer reasonably certain or virtually certain, as the case may be, that
sufficient future taxable income will be available against which deferred tax asset can be realised. Any such write-down is
reversed to the extent that it becomes reasonably certain or virtually certain, as the case may be, that sufficient future
taxable income will be available.

Deferred tax assets and deferred tax liabilities are offset, if a legally enforceable right exists to set-off current tax assets
against current tax liabilities and the deferred tax assets and deferred taxes relate to the same taxable entity and the same
taxation authority.

Minimum alternate tax (MAT) paid in a year is charged to the statement of profit and loss as current tax. The Group
recognises MAT credit available as an asset only to the extent that there is convincing evidence that the Group will pay
normal income tax during the specified period, i.e., the period for which MAT credit is allowed to be carried forward. In the
year in which the Group recognises MAT credit as an asset in accordance with the Guidance Note on Accounting for Credit
Available in respect of Minimum Alternative Tax under the Income-tax Act, 1961, the said asset is created by way of credit to
the statement of profit and loss and shown as “MAT Credit Entitlement.” The Group reviews the “MAT credit entitlement”
asset at each reporting date and writes down the asset to the extent the Group does not have convincing evidence that it will
pay normal tax during the specified period in future.

q. Employee stock options

Employees of the Group receive remuneration in the form of share based payment transactions, whereby employees
render services as consideration for equity instruments (equity-settled transactions).

In accordance with the SEBI (Share Based Employee Benefits) Regulations, 2014 and the Guidance Note on Accounting for
Employee Share-based Payments, the cost of equity-settled transactions is measured using the intrinsic value method and
recognised, together with a corresponding increase in the “Employee stock options outstanding” account in ‘Reserves and
surplus’. The cumulative expense recognised for equity-settled transactions at each reporting date until the vesting date
reflects the extent to which the vesting period has expired and the Group’s best estimate of the number of equity
instruments that will ultimately vest. The expense or credit recognised in the statement of profit and loss for a period
represents the movement in cumulative expense recognised as at the beginning and end of that period and is recognised in
employee benefits expense.

142 Suzlon Energy Limited, Annual Report 2014-15

r. Earnings / (loss) per share

Basic earnings / (loss) per share are calculated by dividing the net profit / (loss) for the period attributable to equity
shareholders (after deducting preference dividends and attributable taxes) by the weighted average number of equity
shares outstanding during the period. The weighted average number of equity shares outstanding during the period are
adjusted for any bonus shares issued during the year and also after the balance sheet date but before the date the financial
statements are approved by the board of directors. For the purpose of calculating diluted earnings/(loss) per share the net
profit/(loss) for the period attributable to equity shareholders and the weighted average number of shares outstanding
during the period are adjusted for the effects of all dilutive potential equity shares.

The number of equity shares and potentially dilutive equity shares are adjusted for bonus shares as appropriate. The
dilutive potential equity shares are adjusted for the proceeds receivable, had the shares been issued at fair value. Dilutive
potential equity shares are deemed converted as of the beginning of the period, unless issued at a later date.

s. Provisions

A provision is recognised when the Group has a present obligation as a result of past events and it is probable that an outflow
of resources will be required to settle the obligation and in respect of which a reliable estimate can be made of the amount
of obligation. Provisions are not discounted to their present value and are determined based on best estimate required to
settle the obligation at the balance sheet date. These estimates are reviewed at each balance sheet date and adjusted to
reflect the current best estimates.

t. Contingent liabilities

A contingent liability is a possible obligation that arises from past events whose existence will be confirmed by the
occurrence or non-occurrence of one or more uncertain future events beyond the control of the Group or a present
obligation that is not recognised because it is not probable that an outflow of resources will be required to settle the
obligation. A contingent liability also arises in extremely rare cases where there is a liability that cannot be recognised
because it cannot be measured reliably. The Group does not recognise a contingent liability but discloses its existence in the
financial statements unless the possibility of an outflow is remote.

u. Cash and cash equivalents

Cash and cash equivalents in the cash flow statement comprise cash at bank and in hand, cheques on hand and short-term
investments with an original maturity of three months or less.

v. Measurement of EBITDA and EBIT

The Group has elected to present earnings before interest, tax, depreciation and amortisation (‘EBITDA’) and earnings before
interest and tax (‘EBIT’) as a separate line item on the face of the statement of profit and loss. In the measurement of EBITDA,
the Group does not include depreciation and amortisation expense, finance cost, finance income, exceptional and
extraordinary items and tax expense. The Group reduces depreciation and amortisation expense from EBITDA to measure EBIT.

3.1 List of subsidiaries which are included in the consolidation and the Company’s effective holdings therein are as under:

Name of the subsidiary Country of Effective ownership

incorporation in subsidiaries as at
March 31,
2015 2014

AE-Rotor Holding B.V. The Netherlands 100.00% 100.00%

(3)
PowerBlades GmbH Germany 100.00% 100.00%
PowerBlades Industries Inc.(3) Canada 100.00% 100.00%
PowerBlades SA(3) Portugal 100.00% 100.00%
Senvion Holdings Pty Ltd. (formerly RECA Holdings Pty Ltd) (3) Australia 100.00% 100.00%
Senvion Betriebs- und Beteiligungs GmbH
(formerly REpower Betriebs – und Beteiligungs GmbH)(3) Germany 100.00% 100.00%
Senvion Investitions- und Projektierungs GmbH & Co. KG
(formerly REpower Investitions - und Projektierungs
GmbH & Co. KG)(3) Germany 100.00% 100.00%
(3)
REpower North China Ltd. China 53.87% 53.87%
Senvion India Limited (formerly REpower Systems
India Limited)(3) India 100.00% 100.00%
REpower Systems Northern Europe A/S (1)and(3) Denmark – 100.00%
Senvion (Beijing) Trading Co. Ltd. (formerly REpower Wind
Systems Trading Inc.)(3) China 100.00% 100.00%
Senvion Windpark Betriebs GmbH (formerly REpower
Windpark Betriebs GmbH)(3) Germany 100.00% 100.00%
RETC Renewable Energy Technology Centre(3) Germany 100.00% 100.00%

Suzlon Energy Limited, Annual Report 2014-15 143

 Name of the subsidiary Country of Effective ownership
incorporation in subsidiaries as at
March 31,
2015 2014

RiaBlades S.A. (2)and(3) Portugal 100.00% 3.00%

RPW Investments, SGPS, S.A. Portugal 100.00% 100.00%
SE Blades Limited India 100.00% 100.00%
SE Blades Technology B.V. The Netherlands 100.00% 100.00%
SE Drive Technik GmbH Germany 100.00% 100.00%
SE Electricals Limited India 100.00% 100.00%
SE Forge Limited India 100.00% 100.00%
SE Solar Limited India 100.00% 100.00%
Senvion Australia Pty Ltd.(3) Australia 100.00% 100.00%
Senvion Austria GmbH(3) Austria 100.00% 100.00%
Senvion Benelux b.v.b.a.(3) Belgium 100.00% 100.00%
Senvion Canada Inc.(3) Canada 100.00% 100.00%
Senvion Deutschland GmbH(3) Germany 100.00% 100.00%
Senvion Energy PLC United Kingdom 100.00% –
Senvion France S.A.S.(3) France 100.00% 100.00%
Senvion Italia s.r.l(3) Italy 100.00% 100.00%
Senvion Netherlands B.V.(3) The Netherlands 100.00% –
Senvion Portugal S.A.(3) Portugal 100.00% 100.00%
Senvion Romania SRL(3) Romania 100.00% 100.00%
Senvion SE Germany 100.00% 100.00%
Senvion Polska Sp.z o.o(3) Poland 100.00% 100.00%
Senvion Scandinavia AB(3) Sweden 100.00% 100.00%
Senvion Turkey Rüzgar Türbinleri Limited Şirketi(3) Turkey 100.00% –
Senvion UK Ltd.(3) United Kingdom 100.00% 100.00%
Senvion USA Corp(3) USA 100.00% 100.00%
Sure Power LLC USA 100.00% 100.00%
Suzlon Energia Eloica do Brasil Ltda Brazil 100.00% 100.00%
Suzlon Energy (Tianjin) Limited China 25.00% 25.00%
Suzlon Energy A/S Denmark 100.00% 100.00%
Suzlon Energy Australia CYMWFD Pty Ltd.(1) Australia 100.00% 100.00%
Suzlon Energy Australia Pty. Ltd. Australia 100.00% 100.00%
Suzlon Energy Australia RWFD Pty. Ltd. Australia 100.00% 100.00%
Suzlon Energy B.V. The Netherlands 100.00% 100.00%
Suzlon Energy Chile Limitada (1) Chile – 100.00%
Suzlon Energy GmbH Germany 100.00% 100.00%
Suzlon Energy Korea Co., Ltd. Republic of 100.00% 100.00%
South Korea
Suzlon Energy Limited Mauritius 100.00% 100.00%
Suzlon Generators Limited India 75.00% 75.00%
Suzlon Global Services Limited India 100.00% 100.00%
Suzlon Gujarat Wind Park Limited India 100.00% 100.00%
Suzlon North Asia Ltd (1) Hong Kong – 100.00%
Suzlon Power Infrastructure Limited India 100.00% 100.00%
Suzlon Project VIII LLC USA 100.00% 100.00%
Suzlon Rotor Corporation USA 100.00% 100.00%
Suzlon Structures Limited India 75.00% 75.00%
Suzlon Wind Energy (Lanka) Pvt Limited Sri Lanka 100.00% 100.00%
Suzlon Wind Energy bH Bosnia and 100.00% 100.00%
Herzegovina
Suzlon Wind Energy Bulgaria EOOD Bulgaria 100.00% 100.00%
Suzlon Wind Energy Corporation USA 100.00% 100.00%
Suzlon Wind Energy Equipment Trading (Shanghai) Co. Ltd. China 100.00% 100.00%
Suzlon Wind Energy Espana, S.L Spain 100.00% 100.00%

144 Suzlon Energy Limited, Annual Report 2014-15

 Name of the subsidiary Country of Effective ownership
incorporation in subsidiaries as at
March 31,
2015 2014

Suzlon Wind Energy Italy s.r.l. Italy 100.00% 100.00%

Suzlon Wind Energy Limited United Kingdom 100.00% 100.00%
Suzlon Wind Energy Nicaragua Sociedad Anonima Nicaragua 100.00% 100.00%
Suzlon Wind Energy Portugal Energia Elocia Unipessoal Lda Portugal 100.00% 100.00%
Suzlon Wind Energy Romania SRL Romania 100.00% 100.00%
Suzlon Wind Energy South Africa (PTY) Ltd South Africa 80.00% 80.00%
Suzlon Wind Energy Uruguay SA Uruguay 100.00% 100.00%
Suzlon Wind Enerji Sanayi Ve Ticaret Limited Sirketi Turkey 100.00% 100.00%
Suzlon Wind International Limited India 100.00% 100.00%
Suzlon Windenergie GmbH Germany 100.00% 100.00%
Tarilo Holding B.V. The Netherlands 100.00% 100.00%
Valum Holding B.V. The Netherlands 100.00% 100.00%
(2)and(3)
Ventipower S.A Portugal 100.00% 3.00%
Ventinveste Indústria, SGPS, S.A.(3) Portugal 100.00% –
WEL Windenergie Logistik GmbH(3) Germany 100.00% 100.00%
Windpark Blockland GmbH & Co KG(3) Germany 100.00% 100.00%
Yorke Peninsula Wind Farm Project Pty Ltd(3) Australia 80.00% 80.00%
(1)
Liquidated/ under liquidation during the year.
(2)
Till March 31, 2014, Senvion held 3% stakes in RiaBlades S.A and Ventipower S.A and obtained control on February
03, 2011. Remaining stake is acquired during the year.
(3)
Subsidiaries of Senvion SE.
3.2 List of subsidiaries which are not included in the consolidation based on materiality or where control is intended to be
temporary:
Name of the subsidiary Country of Effective ownership
incorporation in subsidiaries as at March
2015 2014
Avind Desenvolvimento De Projetos De Energia Ltda Brazil 100.00% 100.00%
Big Sky Wind LLC* (refer note 28d) USA – 100.00%
Parque Eolico El Almendro S.L.** Spain 100.00% 100.00%
* Sold during the year.
** This subsidiary was consolidated during the year ended March 31, 2014. However the same has not been
consolidated during the year ended March 31, 2015 based on materiality.
3.3 Additional information, as required under Schedule III to the Companies Act, 2013, of entities consolidated as subsidiary
/ Joint ventures :
Net assets Share in profit or loss
(total assets - total liabilities)
Name of the subsidiary As % of Amount As % of Amount
consolidated net consolidated
assets profit or loss
Parent
Suzlon Energy Limited 0.18 (1,663.11) 0.66 (6,032.34)
Indian subsidiaries
SE Blades Limited (0.00) 2.67 0.01 (135.55)
SE Electricals Limited (0.01) 63.68 0.00 (19.47)
SE Forge Limited (0.00) 5.69 0.02 (181.49)
SE Solar Limited 0.00 (0.06) 0.00 (0.01)
Suzlon Generators Limited (0.00) 36.80 (0.00) 0.30
Suzlon Global Services Limited 0.03 (269.41) 0.03 (270.59)
Suzlon Gujarat Wind Park Limited 0.09 (781.66) 0.03 (231.85)
Suzlon Power Infrastructure Limited 0.02 (166.76) 0.01 (54.40)
Suzlon Structures Limited (0.01) 45.77 0.00 (1.38)
Suzlon Wind International Limited 0.03 (277.11) 0.03 (280.18)

Suzlon Energy Limited, Annual Report 2014-15 145

 Net assets Share in profit or loss
(total assets - total liabilities)
Name of the subsidiary As % of Amount As % of Amount
consolidated net consolidated
assets profit or loss
Overseas subsidiaries
AE-Rotor Holding B.V. (0.79) 7,196.61 0.02 (168.37)
RPW Investments SGPS,SA (0.03) 311.67 (0.00) 0.91
SE Blades Technology B.V. (0.00) 11.67 0.00 (3.06)
SE Drive Technik GmbH (0.15) 1,319.23 0.05 (469.50)
Senvion SE and its subsidiaries (0.54) 4,910.58 (0.04) 378.65
Sure Power LLC 0.00 (0.95) (0.00) 0.29
Suzlon Energia Elocia do Brasil Ltda 0.11 (1,024.61) 0.05 (454.01)
Suzlon Energy A/S (0.05) 444.65 0.00 (20.70)
Suzlon Energy Australia Pty. Ltd. 0.03 (262.62) 0.00 (15.43)
Suzlon Energy B.V. 0.04 (361.61) 0.00 (29.36)
Suzlon Energy Chile Limitada - - (0.00) 2.96
Suzlon Energy GmbH (0.02) 180.79 0.00 (5.80)
Suzlon Energy Korea Co., Ltd. - - - -
Suzlon Energy Limited, Mauritius (0.88) 7,992.31 0.00 (0.08)
Suzlon North Asia Ltd - - (0.00) 0.44
Suzlon Rotor Corporation 0.02 (183.12) 0.00 (13.26)
Suzlon Wind Energy (Lanka) Pvt (0.00) 3.29 (0.00) 3.41
Limited
Suzlon Wind Energy BH (0.00) 3.69 - -
Suzlon Wind Energy Bulgaria EOOD (0.00) 1.31 (0.00) 0.23
Suzlon Wind Energy Corporation (0.02) 153.97 (0.00) 31.61
Suzlon Wind Energy Equipment (0.00) 1.03 (0.00) 0.32
Trading (Shanghai) Co., Ltd.
Suzlon Wind Energy Espana, S.L (0.00) 38.01 (0.00) 5.80
Suzlon Wind Energy Italy s.r.l. 0.00 (5.69) 0.00 (0.65)
Suzlon Wind Energy Limited (0.88) 7,987.23 0.00 (0.25)
Suzlon Wind Energy Nicaragua 0.01 (57.63) 0.01 (55.49)
Sociedad Anonima
Suzlon Wind Energy Portugal Energia 0.00 (10.82) (0.00) 2.89
Elocia Unipessoal Lda
Suzlon Wind Energy Romania SRL (0.00) 3.46 (0.00) 0.47
Suzlon Wind Energy South Africa 0.02 (201.98) 0.01 (104.67)
(PTY) Ltd
Suzlon Wind Energy Uruguay SA 0.00 (27.24) 0.00 (22.17)
Suzlon Wind Enerji Sanayi Ve (0.00) 10.73 (0.00) 4.31
Ticaret Limited Sirketi
Suzlon Windenergie GmbH (0.25) 2,302.70 (0.00) 2.57
Tarilo Holding B.V. (0.01) 93.42 0.00 (3.85)
Valum Holding B.V. (0.00) 2.24 (0.00) 10.38
Minority interest in all subsidiaries (0.01) 63.61 (0.00) 24.33
Joint ventures – overseas
Suzlon Energy (Tianjin) Limited (0.01) 91.09 0.00 (13.54)
Eliminations 4.09 (37,042.21) 0.11 (1,040.11)
Total 1.00 (9,058.69) 1.00 (9,157.69)

3.4 In respect of the following components of consolidated financial statements, it is not practicable to align the accounting
policies followed by the subsidiary companies:

Components of Particulars Amount as Proportion

consolidated at March 31, of the total
financial 2015 component
statements

Depreciation Some of the subsidiaries have provided depreciation on 476.54 58.92%

straight line method as against the written down value (488.65) (62.90%)
method followed by the Company.

Accumulated Some of the subsidiaries have provided depreciation on 2,527.19 56.10%

depreciation straight line method as against the written down value (2,320.94) (56.50%)
method followed by the Company.

146 Suzlon Energy Limited, Annual Report 2014-15

4. Corporate debt restructuring

During the financial year ended March 31, 2013, Suzlon Energy Limited (SEL) along with its 7 identified domestic subsidiaries
collectively referred to as the ‘Borrowers’ and individually as the ‘Borrower’, had restructured various financial facilities
(restructured facilities) from the secured CDR lenders under the Corporate Debt Restructuring Proposal. Pursuant to approval of
CDR Package by the CDR Empowered Group (‘CDR EG’), the implementation of the CDR package was formalised upon execution of
Master Restructuring Agreement (MRA) between the CDR Lenders and Borrowers during the financial year ending March 31, 2013.
The MRA inter-alia covers the provisions to govern the terms and conditions of restructured facilities. Suzlon Global Services
Limited was included as Borrower under the CDR package.

The key features of the CDR package are as follows:

a. Repayment of Restructured Term Loans (‘RTL’) after moratorium of 2 years from cut-off date in 32 structured quarterly
instalments commencing from December 2014 to September 2022. The moratorium period of 2 years has expired on
September 30, 2014.

b. Conversion of various irregular/outstanding/devolved financial facilities into Working Capital Term Loan (‘WCTL’) and the
repayment terms of which are in similar to that of RTL with enabling mandatory prepayment obligations on realisation of
proceeds from certain asset sale and capital infusion.

c. Restructuring of existing fund based and non-fund based working capital facilities, subject to renewal and reassessment
every year.

d. Unpaid Interest due on certain existing facilities on cut off date, interest accrued during the moratorium period on RTL and
WCTL and interest on fund based working capital facilities for certain period were to be converted into Funded Interest Term
Loans (‘FITLs’) and which were to be converted into equity shares of the Company.

e. The rate of interest on RTL, WCTL, FITL and fund based working capital facilities were reduced to 11% per annum with reset
option in accordance with MRA.

f. Waiver of existing events of defaults, penal interest and charges etc. in accordance with MRA.

g. Contribution of Rs 250.00 Crore in SEL by promoters, their friends, relatives and business associates in lieu of bank sacrifice
in the form of equity shares/CCDs including conversion of existing promoter’s loan of Rs 145.00 Crore into equity
shares/CCDs at the price determined in compliance with Securities and Exchange Board of India.

Other key features of the CDR Package are:

a. Right of Recompense to CDR Lenders for the relief and sacrifice extended, subject to provisions of CDR Guidelines and MRA and;

b. SEL issued equity shares in lieu of sacrifice of the CDR Lenders for the first three years from cut off date at the price
determined in compliance with Securities and Exchange Board of India, if demanded by CDR lenders.

In case of financial facilities availed from the non-CDR Lenders, the terms and conditions shall continue to be governed by the
provisions of the existing financing documents.

During the year ended March 31, 2015, the restructuring proposal with Power Finance Corporation (‘PFC’) which is a non-CDR
lender was approved by CDR EG. As per the terms of restructuring, the PFC has converted certain portion of interest accrued into
FITL I and FITL II. Repayment of outstanding term loan will be in accordance with terms and conditions similar to those of RTL,
whereas repayment of FITL I will be made in 32 equal quarterly instalments and shall be co-terminus with RTL. Repayment of FITL II
will be made in 12 quarterly instalments from December 2022 to September 2025.

5. Recompense

The Company and its certain specified subsidiaries (collectively ‘the Group’) and the CDR lenders executed a Master Restructuring
Agreement (‘MRA’) during the financial year ending March 31, 2013. The MRA as well as the provisions of the Master Circular on
Corporate Debt Restructuring issued by the Reserve Bank of India, gives a right to the CDR lenders to get a recompense of their
waivers and sacrifice made as part of the CDR Proposal. The recompense amount payable by the Borrowers is contingent on various
factors including improved performance of Borrowers and many other conditions, the outcome of which currently is materially
uncertain. Further, as mentioned in Note 4 to the consolidated financial statements, the Borrowers have an obligation to issue
equity shares in lieu of the sacrifice for the first three years from cut-off date, if demanded by CDR lenders. In case of CDR lenders
who have exercised the right for issuance of equity shares, the cost is amortised over the period of sacrifice. In case of CDR lenders
who have not exercised this right, the recompense amount due to the date of this balance sheet is not ascertainable.

6. Restructuring of foreign currency convertible bonds

On June 17, 2014, the Company entered into consent solicitation memorandum, with representative of the bondholders. As per
consent solicitation memorandum, bondholders had given consent that if the requisite majority of the bondholders pass the
resolution, then Company can issue new bonds to replace existing FCCB liability, redemption premium, coupon interest and default
interest on FCCBs.

Suzlon Energy Limited, Annual Report 2014-15 147

 On July 15, 2014, pursuant to the approvals received from RBI, the CDR EG, the holders of the existing bonds and the Board of
Directors of the Company, the Company approved the allotment of restructured bonds amounting to USD 546.92 Million to the
holders of the existing bonds in accordance with the terms of the consent solicitation memorandum and applicable laws and
regulations. Pursuant to the consent solicitation memorandum, the restructured bonds will mature on July 16, 2019 and the
existing 0% October 2012 Series, 7.5% October 2012 Series and 0% July 2014 Series would cease to exist. In respect of the existing
USD 175 Million 5% April 2016 Series, USD 146.20 Million of the principal amount have also been substituted by the restructured
bonds and USD 28.80 Million of the principal amount remain outstanding. In view of this the foreign currency monetary item
translation difference account ('FCMITDA') relating to restructured bonds of 5% April 2016 Series amounting to Rs 103.43 Crore has
been charged off in the consolidated statement of profit and loss and disclosed under exceptional items.

Terms of restructured bonds are as follows:

Conversion Convertible into equity shares
Conversion price Rs. 15.46 (with a fixed rate of exchange on conversion
of Rs 60.225 to U.S.$1.00)
Date from which conversion option can be exercised by Bondholders August 25, 2014
Tenure 5 years+1 day from date of issue
Coupon rate For first 18 months – 3.25% and for
balance 42 months – 5.75%
Yield to maturity 4.94%

7. Sale of Senvion SE

On January 22, 2015, AE Rotor Holding B.V. a step-down wholly owned subsidiary of the Company and its subsidiaries signed a
binding agreement with Centerbridge Partners LP, USA to sell 100% stake in Senvion SE, for consideration of Euro 1,000 Million and
future earn out of up to Euro 50 Million. Post regulatory and customary clearance, the deal has been concluded on April 29, 2015.
Accordingly, the Group has made an impairment provision of Rs 6,072.22 Crore in the value of goodwill and disclosed the same
under exceptional items. The future earn out of Euro 50 Million is not considered as part of sale consideration as it is subject to
conditions.

8. Going concern

The matter of emphasis reported by the auditors in the previous several years on account of uncertainty of the Group to continue as
going concern has been resolved due to various positive developments, primarily on account of sale of Senvion SE aggregating to
Euro 1,000 Million and preferential allotment to investor group aggregating to Rs 1,800 Crore. These developments have infused
sufficient liquidity in the business of the Company which was earlier lacking and accordingly, the uncertainty of the Company to
continue as going concern is resolved.
9. i) Share capital
Authorised shares

March 31, 2015 March 31, 2014

7,500,000,000 (5,500,000,000) equity shares of Rs 2/- each 1,500.00 1,100.00
1,500.00 1,100.00

Issued shares March 31, 2015 March 31, 2014

3,726,647,172 (2,507,078,158) equity shares of Rs 2/- each 745.33 501.42
745.33 501.42

Subscribed and fully paid-up shares March 31, 2015 March 31, 2014
3,707,715,195 (2,488,146,181) equity shares of Rs 2/- each 741.54 497.63
741.54 497.63

148 Suzlon Energy Limited, Annual Report 2014-15

a. Reconciliation of the equity shares outstanding at the beginning and at the end of the financial year
March 31, 2015 March 31, 2014
Number of shares Rs in Crore Number of shares Rs in Crore
(Crore) (Crore)
At the beginning of the year 248.81 497.63 177.74 355.47
Issued during the year
– CDR lenders 21.54 43.08 51.42 102.84
– Vendors 6.79 13.57 1.18 2.38
– Grant of Employee 1.01 2.02 – –
Stock Purchase
Scheme (ESPS)
– Promoters entity 7.78 15.56 18.47 36.94
– Conversion of bonds 84.84 169.68 – –
Outstanding at the end 370.77 741.54 248.81 497.63
of the year
b. Terms/rights attached to equity shares
The Company has only one class of equity shares having a par value of Rs 2 each. Each holder of equity shares is
entitled to one vote per share except for the underlying depository shares held against the Global Depository
Receipts (‘GDRs’).
Holders of the GDR have no voting rights with respect to the equity shares represented by the GDRs. Deutsche Bank
Trust Company Americas (the ‘Depository’), which is the shareholder on record in respect of the equity shares
represented by the GDRs, will not exercise any voting rights in respect of the equity shares against which GDRs are
issued, unless it is required to do so by law. Equity shares which have been withdrawn from the Depository facility
and transferred on the Company's register of members to a person other than the Depository, ICICI Bank Limited (the
‘Custodian’) or a nominee of either the Depository or the Custodian may be voted by the holders thereof.
As regard the shares, which did not have voting rights as on March 31, 2015 are GDRs – 2,114,631 / (equivalent
shares – 8,458,524) and as on March 31, 2014 are GDRs – 1,791,178 / (equivalent shares – 7,164,712).
The Company declares and pays dividends in Indian rupees. The dividend proposed by the Board of Directors is
subject to approval of the shareholders in the ensuing Annual General Meeting.
In the event of liquidation of the Company, the holder of equity shares will be entitled to receive remaining assets of
the Company, after distribution of all preferential amounts. The distribution will be in proportion to the number of
equity shares held by the shareholders.

c. Aggregate number of bonus shares issued, share issued for consideration other than cash and shares bought back
during the period of five years immediately preceding the reporting date:

March 31, 2015 March 31, 2014

Number of shares Number of shares
(Crore) (Crore)
Equity shares allotted as fully paid up pursuant to contracts for
consideration other than cash 3.20 3.20

In addition, the Company has issued 8,000 shares (32,000 shares) during the period of five years immediately
preceding the reporting date on exercise of options granted under the employee stock option plan (ESOP) wherein
part consideration was received in the form of employee services. In addition to this, during the year the Company
has allotted 10,095,000 equity shares (Nil shares) to employees under ESPS Scheme.

d. Shares reserved for issue under options

For details of shares reserved for issue under the employee stock option (ESOP) plan of the Company, refer Note
32(b), under heading of “Closing balance”.
For details of shares reserved for issue on conversion of FCCBs, refer Note 11(II)(a) for terms of conversion / redemption.
For details of shares reserved for issue on conversion of Funded Interest Term Loan into equity shares or compulsory
convertible debentures and issue of equity shares in lieu of sacrifice of the CDR Lenders, refer Note 4(d) for terms of
conversion. The shares were issued during the current year. There are no shares reserved for issue under options at
the balance sheet date.
For details of shares reserved for issue on conversion of existing promoter loans and promoter contribution in lieu of
bank sacrifice and to certain vendors, refer Note 4(g). The shares were issued during the current year. There are no
shares reserved for issue under options as at the balance sheet date.
For details of shares reserved for issue to an Investor Group, refer Note 9(ii) for terms of issue.

Suzlon Energy Limited, Annual Report 2014-15 149

 e. Details of shareholders holding more than 5% equity shares in the Company

March 31, 2015

Name of shareholder Number of % holding
shares (Crore)
Equity shares of Rs 2/- each fully paid-up
IDBI Bank Limited 20.45 5.52
Sugati Holdings Private Limited 26.25 7.08

March 31, 2014

Name of shareholder Number of % holding
shares (Crore)
Equity shares of Rs 2/- each fully paid-up
IDBI Bank Limited 16.26 6.53
Sugati Holdings Private Limited 18.47 7.42
Tanti Holdings Private Limited 15.46 6.21

Note: As per records of the Company, including its register of shareholders/ members and other declarations
received from shareholders regarding beneficial interest, the above shareholding represents both legal and
beneficial ownership of shares.

ii) Share application money, pending allotment

Sr. Allottee No. of Shares Amount per share Aggregate amount

No. (Crore)

1 CDR lenders – – –
(6.92) (18.51) (128.04)
2 Specified vendors – – –
(3.24) (10.48) (33.98)
3 Investor Group* 100.00 18.00 1,800.00
(–) (–) (–)

* The Company on February 13, 2015 signed a Shareholder Agreement ("Agreement") with an Investor Group in terms of
which the Investor Group agreed to subscribe to 100 Crore equity shares at the rate of Rs 18 per shares aggregating to Rs
1,800 Crore. This is in addition to shares to be acquired under an Open Offer under SEBI takeover regulations. Subsequent
to the year-end and pending completion of the Open Offer, the Company has allotted 100 Crore equity shares to this
Investor Group in terms of approval granted by the Competition Commission of India vide its letter dated May 1, 2015. The
key important terms of the Agreement with the Investor Group are as follows:
• Right to appoint Directors till the time the shareholding percentage of the Investor Group is in excess of 5 %. The
percentage holding of the investor group shall be calculated excluding further issue of equity shares to third parties,
except right issues.
• There are certain decisions specified in the Agreement which need a Unanimous Vote of the Investor Group and the
Promoter in writing.
• The Investor Group has irrevocably agreed that it will exercise voting rights, including at General Meetings or Board
Meetings, in accordance with the recommendations provided by the Main Promoter (except for Unanimous vote
items where it will have sole discretion) with a view to ensuring that the control of the Company in all respects
including control over management and day to day operations shall remain with the Promoters.
• The Investor Group and the Promoters of the Company shall be considered as 'persons acting in concert' under
regulation 2(1)(q) of the SEBI Takeover regulations based on the Voting Arrangement.
• If the Promoters decide to transfer any of their shareholding in the Company, they shall first offer these to the
Investor Group.
• If the Investor Group decide to transfer any of their shareholding in the Company, they shall first offer these to the
Promoter Group.
• The Investor Group shares shall be subject to a lock-in period applicable under applicable regulations or one-year
whichever is later.

iii) Issue of shares post March 31, 2015

Apart from the amount shown as share application money as on March 31, 2015, the Company issued 0.75 Crore equity
shares at Rs 15.46 each aggregating to Rs 11.60 Crore to bondholders, post March 31, 2015.

150 Suzlon Energy Limited, Annual Report 2014-15

10. Reserves and surplus

March 31, 2015 March 31, 2014

a. Capital reserve 23.30 23.30
b. Capital reserve on consolidation 0.03 0.03
c. Capital redemption reserve 15.00 15.00
d. Legal and statutory reserve
As per last balance sheet 132.72 143.33
Add: Additions during the year 0.69 –
Less: Deductions during the year – (10.61)
133.41 132.72
e. Unrealised gain on dilution 160.09 160.09
f. Securities premium account
As per last balance sheet 5,193.11 4,269.47
Add: Additions during the year
– CDR lenders 355.61 848.91
– Vendors 57.55 19.62
– Promoters entity 76.44 166.06
– Conversion of bonds 1,141.99 –
Add : Additions on ESOPs exercised 6.15 –
Add : Outstanding ESOP transferred 1.77 –
Less : Proportionate premium payable on redemption of FCCBs – (110.95)
6,832.62 5,193.11
g. Employee stock options outstanding
As per last balance sheet 9.54 14.09
Add : compensation options granted during the year 13.37 1.82
Less: transferred to securities premium on exercise of stock options (1.77) –
Less: deferred employee stock compensation outstanding (5.61) –
Less: transferred to statement of profit and loss on cancellations – (6.37)
of stock options
Less: transferred to general reserve on cancellations (7.64) –
of stock options (refer Note 3)
7.89 9.54
h. Foreign currency translation reserve
As per last balance sheet 1,577.22 458.08
Movement during the year (309.10) 1,119.14
1,268.12 1,577.22
i. Foreign currency monetary item translation difference account (697.14) 334.43
j. General reserve
As per last balance sheet 858.27 856.76
Add : Transferred from employee stock options outstanding (refer Note 3) 7.64 1.51
Less: Reduction during the year (refer Note 15(ii)) (8.03) –
857.88 858.27
k. Minority share of losses (0.42) (38.26)
l. Statement of profit and loss
As per last balance sheet (9,306.93) (5,786.96)
Add : Loss for the year (9,157.69) (3,519.97)
(18,464.62) (9,306.93)
Total (9,863.84) (1,041.48)

Suzlon Energy Limited, Annual Report 2014-15 151

11. Long-term borrowings
March 31, 2015 March 31, 2014
a. Secured
Term loans from banks and financial institutions 4,493.70 6,689.92
Covered bonds 4,043.80 3,876.50
8,537.50 10,566.42
b. Unsecured
Foreign currency convertible bonds 2,237.00 1,048.51
Loans from banks and financial institutions 12.08 25.99
2,249.08 1,074.50

Total 10,786.58 11,640.92

I. The details of security for the secured loans are as follows:

i) In case of financial facilities from CDR lenders in accordance with MRA and non-CDR lenders, RTL, WCTL, FITL
aggregating Rs 5,966.46 Crore (Rs 6,050.62 Crore) of which Rs 3,687.77 Crore (Rs 5,783.65 Crore) classified as long-
term borrowings and Rs 2,278.69 Crore (Rs 266.97 Crore) classified as current maturities of long-term borrowings,
fund based working capital facilities of Rs 2,782.34 Crore (Rs 2,533.65 Crore) and non fund based working capital
facilities are secured by first pari passu charge on all chargeable present and future tangible/intangible movable
assets of each of the Borrowers, first charge on all chargeable present and future immovable assets (excluding the
identified properties) of each of the Borrowers, first charge on all present and future chargeable current assets of
each of the Borrowers, first charge over Trust and Retention Account (‘TRA’) and other bank accounts of the
Borrowers, pledge of equity shares held by SEL in its 8 Indian subsidiaries which are forming part of the Borrowers,
negative lien over the equity shares held by SEL in SE Forge Limited, pledge on shares of Suzlon Energy Limited,
Mauritius (‘SELM’) held by SEL, negative lien over the equity shares of certain overseas subsidiaries of SEL held by its
step down overseas subsidiaries, pledge of certain equity shares of SEL held by its promoters, personal guarantee of
the managing director of SEL and limited personal guarantee of one director of SSL.
In addition to above, the loans outstanding as on March 31, 2014, were secured by pledge of shares of certain overseas
subsidiaries held by SEL’s step down overseas subsidiaries including pledge of shares of Senvion SE and guarantee by an
overseas subsidiary. Post April 29, 2015, the pledged shares and guarantee are ceded from the charge.
ii) Rs 174.78 Crore (Rs 210.85 Crore) secured by way of priority repayment against the specific receivables being
financed by certain lenders along with sharing of securities under CDR Package and personal guarantee of the
managing director of SEL and limited personal guarantee of one director of SSL.
iii) Rs 408.53 Crore (Rs 236.45 Crore) secured by way of priority repayment against the specific receivables being
financed by a lender along with sharing of securities under CDR Package and personal guarantee of the managing
director of SEL.
iv) Rs 150.00 Crore (Rs Nil) secured by way of priority repayment on pari passu basis against the specific receivables
being financed by a lender and a pari passu charge on the stock and receivables pertaining to specific projects with
the lenders for the facility mentioned in point (v) below.
v) Rs 681.00 Crore (Rs Nil) secured by way of priority repayment on pari passu basis against the specific receivables being
financed by a lender and a pari passu charge on the stock and receivables pertaining to specific projects with the lender
for the facility mentioned in point (iv) above, corporate guarantee of a company and pledge of shares of a company.
vi) Rs 515.32 Crore (Rs 488.84 Crore) and working capital loans of Rs 61.49 Crore (Rs 52.97 Crore) secured by way of first
charge on all plant and machinery and other fixed assets and second charge on all current assets and corporate
guarantee of a Group Company under CDR package of one of the subsidiaries.
vii) Rs 147.24 Crore (Rs 248.49 Crore) secured by way of charge on land and assignments of electricity proceeds.
viii) Rs 9.46 Crore (Rs 16.54 Crore) secured by way of first charge on specific plant and machinery and land, second charge
on windmills and corporate guarantee of the Company.
ix) Rs 344.57 Crore (Rs 299.58 Crore) secured by way of specific receivables of few subsidiaries and corporate guarantee
of wholly owned subsidiary of the Company.
x) Rs 27.77 Crore (Rs 128.17 Crore) secured by way of specific receivables of the subsidiary and corporate guarantee of
the Company.
xi) Vehicle loan of Rs 0.62 Crore (Rs Nil), of which Rs 0.62 Crore (Rs Nil) classified as current portion of long-term
borrowings is secured against vehicle under hire purchase contract.
xii) A.E. Rotor Holding B.V. (AERH), a wholly owned subsidiary of the Company, issued covered bonds of USD 647 Million
on March 26, 2013. The Bonds are secured by an unconditional and irrevocable Stand-by Letters of Credit ("SBI
SBLC") issued by State Bank of India. The SBI SBLC is backed by Stand-by Letters of Credit issued by certain Indian
lenders (Indian Lenders SBLCs) and Stand-by Letters of Credit issued by certain overseas branches of domestic
lenders (Offshore SBLCs) (Indian Lenders SBLCs and Offshore SBLCs collectively referred to as “Participating SBLCs”)
and such Participating SBLCs are secured by first ranking pari passu charge, in terms of the respective agreements, on
all chargeable present and future tangible/ intangible movable assets of each of the Borrowers, first charge on all

152 Suzlon Energy Limited, Annual Report 2014-15

 chargeable present and future immovable assets (excluding the carve out properties) of each of the Borrowers, first
charge on all present and future chargeable current assets of each of the Borrowers, first charge over Trust and
Retention Account (‘TRA’) and other bank accounts of the Borrowers, pledge of equity shares held by SEL in its 8
Indian subsidiaries which are forming part of the Borrowers, pledge on shares of Suzlon Energy Limited, Mauritius
(‘SELM’) held by SEL, negative lien over the equity shares of certain overseas subsidiaries of SEL held by its step down
overseas subsidiaries, pledge of certain equity shares of SEL held by its promoters, pledge of certain equity shares of
SEL held by its promoters on exclusive basis to SBI, personal guarantee of the managing director of SEL and limited
personal guarantee of one director of SSL. The Offshore SBLCs is guaranteed by the Borrowers.
II. Foreign currency convertible bonds
Pursuant to the approval of its Board of Directors, CDR EG, RBI and bond holders of each of its outstanding FCCB series, the
Company successfully restructured each of its existing FCCB series, wherein, 100% of USD 200 Million 0% October 2012
bonds, USD 20.80 Million 7.5% October 2012 bonds and USD 90 Million 0% July 2014 bonds got fully substituted by the new
FCCBs on July 15, 2014 and thus ceased to exist. In respect of USD 175 Million 5% April 2016 series, USD 28.80 Million in
principal value remain outstanding; the remaining holders opted to substitute their existing bonds with the new foreign
currency convertible bonds.
a) Following are the key terms of the bonds post restructuring:
Particulars April 2016 Bonds July 2019 Bonds
Issue date April 12, 2011 July 15, 2014
Outstanding post restructuring (in USD) 28.80 Million 546.92 Million
Face value per bond (in USD) 2,00,000 1,000
Conversion price per share (Rs) 54.01 15.46
Fixed exchange rate (Rs/ USD) 44.59 60.225
Redemption amount as a % of principal amount (%) 108.70 100.00
Coupon Rate 5.0% 3.25% for first 18 months
5.75% for balance 42 months
Maturity date April 6, 2016 July 16, 2019
Current outstanding (in USD) 28.80 Million 329.12 Million

Since the date of issuance, bonds equivalent to USD 217.80 Million of July 2019 have been converted into shares by
March 31, 2015. The bondholders have exercised their rights to convert bonds of USD 217.80 Million of July 2019
bonds during the year ended on March 31, 2015.
b) Redemption premium:
Due to restructuring of bonds, as explained in Note 6, the Company provided for the proportionate redemption
premium of Rs 36.24 Crore (Rs 110.95 Crore). Following are the scheme-wise details of the redemption premium as
of the year end date:
Phase March 31, 2015 March 31, 2014

Phase II (0% October 2012) – 326.59

Phase II (new) (7.5% October 2012) – 72.08
Phase III (0% July 2014) – 171.18
Phase IV (5% April 2016) 12.01 49.66
Restructured bonds 24.23 –
Total 36.24 619.51
III. The Group has made certain defaults in repayment of financial facilities and payment of interest. The details of
continuing default as at March 31, 2015 is as below :

March 31, 2015 March 31, 2014

Particulars Amount Period of delay Amount Period of delay
Rs in Crore in days Rs in Crore in days
Repayment of Phase II and – – 1,250.44 Upto 545 days
Phase II (new) bonds including
redemption premium
Repayment of term loan 64.51 Upto 90 days – –
Repayment of Working capital 37.05 Upto 30 days – –
term loan
Payment of interest 218.57 Upto 211 days 37.61 Upto 90 days
Letter of credit/ buyers credit/ 72.80 Upto 90 days 37.07 Upto 213 days
devolvement

Suzlon Energy Limited, Annual Report 2014-15 153

 During the financial year ended on March 31, 2015, one of the subsidiary had defaulted on payment of instalment and
interest on external commercial borrowings (ECB) aggregating to Rs 39.56 Crore. The lenders have agreed to restructure the
borrowings. Post restructuring, interest for certain period will be converted into a ‘Funded Interest Term Loan’ (FITL). The
term loan will be repaid in 32 equal quarterly instalments and FITL will be repaid in 14 equal quarterly instalments.
Restructuring proposal is pending for approval from the Monitoring Committee.

IV. The details of repayment of long-term borrowings are as follows:

Particulars Up to 1 Year 2 to 5 Years Above 5 Years Total
Secured loans* 2,402.03 6,341.89 2,195.61 10,939.53
(354.22) (7,963.27) (2,603.15) (10,920.64)
Unsecured loans 46.59 2,249.08 – 2,295.67
(1,534.83) (1,074.50) (–) (2,609.33)
2,448.62 8,590.97 2,195.61 13,235.20
Total (1,889.05) (9,037.77) (2,603.15) (13,529.97)
*For repayment details of term loans from banks and financial institutions which are part of CDR, refer note 4.

12. Provisions

Long-term Short-term
March 31, 2015 March 31, 2014 March 31, 2015 March 31, 2014
Employee benefits 68.69 64.86 56.37 33.33
Performance guarantee, operation, 183.42 159.55 1,515.80 1,994.36
maintenance and warranty and
liquidated damages
Provision for FCCB redemption premium 36.24 49.66 – 171.18
Provision for taxation – – 1.75 1.95
Total 288.35 274.07 1,573.92 2,200.82

In pursuance of Accounting Standard-29 (AS-29) ‘Provisions, contingent liabilities and contingent assets’, the provisions required
have been incorporated in the books of account in the following manner:

Particulars Performance Operation, Liquidated

guarantee maintenance and damages
warranty
Opening balance 88.62 1,640.87 424.42
(155.06) (1,078.27) (254.68)
Additions during the year 155.99 661.01** 255.70
(128.66) (1,028.27)** (272.21)
Utilisation 106.80 1,073.97* 243.31
(119.49) (412.38)* (89.81)
Deduction due to stake sale (–) – –
(–) (40.12) (12.66)
Reversal 9.61 10.50 83.19
(75.61) (13.17) (–)
Closing balance 128.20 1,217.40 353.62
(88.62) (1,640.87) (424.42)

* Includes expenditure booked under various expenditure heads by their nature.

** This includes amount of Rs Nil (Rs 52.09 Crore) towards prior period expenses. Also, the amount includes impact of movement in
exchange rates.
Performance guarantee ('PG') represents the expected outflow of resources against claims for performance shortfall expected in
future over the life of the guarantee assured. The period of performance guarantee varies for each customer according to the terms
of contract. The key assumptions in arriving at the performance guarantee provisions are wind velocity, plant load factor, grid
availability, load shedding, historical data, wind variation factor etc.
Operation, maintenance and warranty ('O&M') represents the expected liability on account of field failure of parts of WTG and
expected expenditure of servicing the WTGs over the period of free operation, maintenance and warranty, which varies according
to the terms of each sales order.

154 Suzlon Energy Limited, Annual Report 2014-15

 Liquidated damages ('LD') represents the expected claims which the Group may need to pay for non fulfilment of certain
commitments as per the terms of the sales order. These are determined on a case to case basis considering the dynamics of each
sales order and the factors relevant to that sale.
The figures shown against ‘Utilisation’ represent withdrawal from provisions credited to statement of profit and loss to offset the
expenditure incurred during the year and debited to statement of profit and loss.
13. Short-term borrowings

March 31, 2015 March 31, 2014

Working capital facilities from banks (secured) 4,373.85 3,290.72
From others (unsecured) 201.91 232.63
Total 4,575.76 3,523.35

The rate of interest on the working capital facilities ranges between 4.90% p.a. to 14.00% p.a. depending upon the prime lending
rate of the banks and financial institutions, wherever applicable, and the interest rate spread agreed with the banks. For details of
security given for short-term borrowings, refer Note 11(I) above.

14. Other liabilities

Non-current Current
March 31, 2015 March 31, 2014 March 31, 2015 March 31, 2014
Current maturities of long-term borrowings – – 2,448.62 1,889.05
Interest accrued but not due on borrowings – – 22.94 42.36
Interest accrued and due on borrowings – – 218.82 104.38
Unclaimed dividend – – 0.10 0.16
Advance from customer – – 2,093.11 2,409.18
Statutory dues – – 401.14 283.39
Premium payable on redemption of FCCBs – – – 398.67
Others* 102.74 80.64 1,135.95 1,497.41
Total 102.74 80.64 6,320.68 6,624.60

* Primarily includes refundable deposits and accruals.

Suzlon Energy Limited, Annual Report 2014-15 155

 15. Tangible and Intangible assets
Gross block Depreciation / amortisation Net block

Fixed Assets As at As at As at As at
As at Translation Deductions/ Sale of For the Impairment Translation Deductions/ Sale of As at March
Additions March 31, April 1, March 31, March 31,

156
April 1, 2014 adjustment adjustments subsidiary year for the year adjustment adjustments subsidiary 31, 2015
2015 2014 2015 2014

a. Tangible assets

Land 185.10 4.69 (3.65) – – 186.14 22.94 1.27 – 0.06 – – 24.27 161.87 162.16
Buildings 2,097.22 48.73 (183.75) 2.34 – 1,959.86 717.71 78.89 1.88 (29.14) 27.87 – 741.46 1,218.40 1,379.51
Site development 105.25 – – – – 105.25 28.25 2.61 – – – – 30.86 74.39 77.00
Plant and machinery 2,883.30 166.37 (190.54) 88.99 – 2,770.14 1,583.31 302.50 22.40 (101.80) 40.05 – 1,766.36 1,003.78 1,299.99
Wind research and measuring 84.76 2.41 (2.90) 8.23 – 76.04 69.44 9.04 – (2.55) 9.18 – 66.75 9.29 15.32
equipments
Computer and office equipments 322.21 3.21 (14.97) 3.94 – 306.51 241.62 59.91 – (11.70) 6.33 – 283.50 23.01 80.59

Suzlon Energy Limited, Annual Report 2014-15

Furniture and fixtures 742.37 69.17 (102.31) 15.91 – 693.32 481.91 74.14 – (63.97) 9.59 – 482.49 210.83 260.46
Vehicles 21.97 2.46 (1.22) 3.47 – 19.74 18.36 1.02 – (1.40) 2.95 – 15.03 4.71 3.61
Total tangible assets 6,442.18 297.04 (499.34) 122.88 – 6,117.00 3,163.54 529.38 24.28 (210.50) 95.97 – 3,410.72 2,706.28 3,278.64
Previous year 6,207.87 326.04 466.50 225.63 332.60 6,442.18 2,776.78 547.26 – 192.77 164.25 189.02 3,163.54 3,278.64 –

b. Intangible assets
Goodwill on consolidation* 9,147.85 19.06 (1,657.55) – – 7,509.36 – – 6,072.22 (641.62) – – 5,430.60 2,078.76 9,147.85
Design and drawings 1,667.51 334.48 (255.09) 0.01 – 1,746.89 734.34 228.81 – (85.19) – – 877.96 868.93 933.17
Software 364.49 107.25 (46.13) 1.10 – 424.51 209.63 34.02 – (34.63) (26.03) – 235.05 189.46 154.86
Total intangible assets 11,179.85 460.79 (1,958.77) 1.11 – 9,680.76 943.97 262.83 6,072.22 (761.44) (26.03) – 6,543.61 3,137.15 10,235.88
Previous year 9,294.96 261.30 1,637.57 13.98 – 11,179.85 650.37 229.16 – 78.40 13.96 – 943.97 10,235.88 –

* refer Note 7.
i) The depreciation / amortisation (including impairment losses) charged in the statement of profit and loss account amounting to Rs 808.77 Crore (Rs 776.88 Crore) includes Rs 0.31 Crore (Rs 0.46 Crore) for
depreciation charged on capital work-in-progress.
ii) As per requirements of Schedule II to the Companies Act 2013 in case of assets, where the useful life has expired on April 1, 2014, carrying amount of asset needs to be charged to opening balance of retained
earnings. Considering the applicability of Schedule II, the management has re-estimated useful lives and residual values of computers, office equipment, furniture and fixtures and plant and machinery which have
resulted in charge of Rs 8.03 Crore in the general reserve.
iii) Deductions to gross block and accumulated depreciation are on account of sale of stake in Suzlon Energy Tianjin Ltd, China (“SETL”) which amounts to Rs Nil (Rs 332.60 Crore) and Rs Nil (Rs 189.02 Crore) respectively
(refer Note 28c).
iv) The details of fixed assets held for disposal forming part of and included in tangible assets schedule.

As at March 31, 2015

Fixed assets Gross block Accumulated Net block Depreciation
depreciation for the year
Freehold land 13.52 – 13.52 –
Buildings 97.58 58.44 39.14 4.29
Plant and machinery 93.09 81.64 11.45 6.39
Computers and office equipments 7.38 7.07 0.31 0.33
Furniture and fixtures 4.83 4.22 0.61 0.51
Vehicles 0.20 0.19 0.01 0.01
Total 216.60 151.56 65.04 11.53
Previous year** 1,164.56 439.52 725.04 56.73
**refer Note 35.

v) Gross block includes Rs 3,799.88 Crore (Rs Nil) and accumulated depreciation includes Rs 1,621.51 Crore (Rs Nil) towards assets
held for sale (refer Note 7).

16. Investments

Non-current investments Current investments

March 31, 2015 March 31, 2014 March 31, 2015 March 31, 2014
Non-trade investments
(valued at cost unless stated otherwise)
Non-trade investments in shares (unquoted) 2.53 3.70 0.44 659.84*
Investments in Government or trust 0.03 0.02 – –
securities (unquoted)
Investments in debentures (unquoted) 12.66 – – 43.12
Investments in SBI mutual fund (quoted)
[Market value: Rs 250.12 Crore (Rs Nil)] – – 250.00 –
Total 15.22 3.72 250.44 702.96
*Includes investment in Big Sky Wind LLC of Rs 620.12 Crore (refer Note 28d)

17. Loans and advances

Non-current Current
March 31, 2015 March 31, 2014 March 31, 2015 March 31, 2014
Capital advances
Unsecured, considered good (a) 21.68 17.64 0.17 –
Security deposits
Unsecured, considered good (b) 186.30 148.37 11.35 46.89
Advances recoverable in cash or in kind
Unsecured, considered good 43.03 45.52 737.16 923.91
Unsecured, considered doubtful 67.57 31.67 0.16 16.31
110.60 77.19 737.32 940.22
Allowance for bad and doubtful advances 67.57 31.67 0.16 16.31
(c) 43.03 45.52 737.16 923.91
Other loans and advances
Unsecured, considered good
Advance income tax (net of provisions) 33.56 101.71 47.89 60.38
MAT credit entitlement – 0.06 – –
Inter-corporate deposits 43.09 108.89 47.25 53.53
Other assets 40.41 95.86 548.07 760.26
(d) 117.06 306.52 643.21 874.17
Total (a+b+c+d) 368.07 518.05 1,391.89 1,844.97

Suzlon Energy Limited, Annual Report 2014-15 157

18. Deferred tax
March 31, 2015 March 31, 2014
Deferred tax assets
Unabsorbed losses and depreciation – 136.22
Employee benefits 0.67 1.19
Provision for guarantee and warranty – 13.62
Provision for doubtful debts – 5.02
Others – 27.16
0.67 183.21
Deferred tax liabilities
Difference in depreciation of fixed assets as per books 242.52 253.74
Accounts receivable / liabilities from contract orders 407.04 667.52
649.56 921.26
Deferred tax liabilities (net) 648.89 738.05

19. Trade receivables and other assets

19.1 Trade receivables

Non-current Current
March 31, 2015 March 31, 2014 March 31, 2015 March 31, 2014
Unsecured
Outstanding for a period exceeding
six months from due date
Considered good * – – 974.00 1,067.18
Considered doubtful 76.50 56.66 141.37 156.06
76.50 56.66 1,115.37 1,223.24
Other receivables 0.15 0.15 1,780.32 1,619.67
76.65 56.81 2,895.69 2,842.91
Provision for doubtful receivables 76.50 56.66 141.37 156.06
Total 0.15 0.15 2,754.32 2,686.85

* The Company has a trade receivable of Rs. 144.70 Crore from one of its customer towards sale of WTG's. The customer has
withheld payment subject to receipt of No Objection Certificate (NOC) from statutory authorities. The Company has
obtained an opinion from a Senior Legal Counsel that statutory agencies cannot deny the NOC since the sites at which the
windfarms are located are beyond the specified radius wherein permission is required. The Company along with the
customer is in discussions with statutory authorities to resolve this matter amicably. The customer has not cancelled the
contract and has not indicated any intention to cancel the contract. Pending resolution of this matter, no adjustments have
been made to the financial statements.

19.2 Other assets

Non-current Current
March 31, 2015 March 31, 2014 March 31, 2015 March 31, 2014
Unsecured, considered good
unless stated otherwise
Non-current bank balances 130.23 181.96 – –
Prepaid compensation in lieu of – 22.83 22.83 45.66
bank sacrifice
Ancillary cost of arranging the 60.64 37.69 9.22 9.22
borrowings
Interest receivable 0.01 – 7.50 7.48
Receivable towards share – – 1,800.00 –
application money*
Forward contract receivable – – 249.50 –
Infrastructure development asset** 272.69 77.43 112.45 294.81
Others 0.02 0.56 92.36 138.79
Total 463.59 320.47 2,293.86 495.96

158 Suzlon Energy Limited, Annual Report 2014-15

 * On February 13, 2015, the Company entered into a Share Subscription Agreement ("SSA") for preferential allotment of equity
shares to an investor group. The Company has received funds amounting to Rs. 1,800 Crores as part of this process on May 14,
2015 and allotment of shares was completed on May 15, 2015. The agreement was irrevocable and binding and the
shareholder approval for the same was obtained on March 19, 2015. Further, only Competition Commission of India (CCI)
approval was pending as at March 31, 2015 which was subsequently obtained on May 1, 2015. Accordingly, as at March 31,
2015, the Company has recognised share application money receivable in the financial statements with a corresponding credit
to share application money account.
** The Company incurs expenditure on development of infrastructure facilities for power evacuation arrangements as per
authorisation of the State Electricity Boards ('SEB')/Nodal agencies in Maharashtra and Tamil Nadu. The expenditure is
reimbursed, on agreed terms, by the SEB/Nodal agencies. In certain cases, the Company recovers the cost from customers
in the ordinary course of business. The cost incurred towards development of infrastructure facility inventory is reduced by
the reimbursements received from SEB/Nodal agencies and the net amount is shown as ‘Infrastructure Development Asset’
under other assets. The excess of cost incurred towards the infrastructure facilities net of reimbursement received from
SEB/Nodal agencies/customers is charged to statement of profit and loss as infrastructure development expenses. Other
assets include Rs 385.14 Crore (Rs 366.63 Crore) towards infrastructure development which is similar in nature of power
evacuation inventory.
20. Inventories

March 31, 2015 March 31, 2014

Raw materials (including goods-in-transit) 1,739.44 2,424.04
Finished goods, semi finished goods and work-in-progress (including goods in transit) 1,336.08 1,340.20
Stores and spares 176.18 170.89
Land and lease rights 109.08 97.77
Total 3,360.78 4,032.90

21. Cash and bank balances

March 31, 2015 March 31, 2014

Balances with banks:
In current accounts 1,146.10 546.67
In term deposits 1,395.58 1,896.72
Unpaid dividend 0.10 0.16
Cash on hand 1.10 4.46
Total 2,542.88 2,448.01

22. Revenue from operations

March 31, 2015 March 31, 2014

Revenue from sale, installation and commissioning of WTG 16,961.39 17,516.34
Income from operation and maintenance service 2,875.29 2,695.24
Total 19,836.68 20,211.58

Disclosure pursuant to Accounting Standard-7 (AS-7) ‘Construction Contracts’

March 31, 2015 March 31, 2014
Contract revenue recognised during the year 12,117.31 14,317.66
Aggregate amount of contract cost incurred and recognised profits 10,061.46 12,370.35
(less recognised losses) for all contracts in progress up to the reporting date
Amount of customer advances outstanding for contracts in progress up to the 1,016.01 1,262.57
reporting date
Retention amount due from customers for contract in progress up to the reporting date – –
Due from customers 2,090.71 3,258.54
Due to customers 131.06 210.87

Suzlon Energy Limited, Annual Report 2014-15 159

23. Cost of raw material and components consumed

March 31, 2015 March 31, 2014

Consumption of raw materials (including project business)
Opening inventory 2,424.04 2,574.43
Add : Purchases including bought out components 12,941.26 13,225.45
15,365.30 15,799.88
Less : Closing inventory 1,739.44 2,424.04
13,625.86 13,375.84
Change in inventories of finished goods, work-in-progress and
stock-in-trade
(Increase) / decrease in stocks:
Opening inventory
Finished, semi finished goods and work-in-progress 1,340.20 2,393.26
Land and land lease rights 97.77 104.28
(A) 1,437.97 2,497.54
Closing inventory
Finished, semi finished goods and work-in-progress 1,336.08 1,340.20
Land and land lease rights 109.08 97.77
(B) 1,445.16 1,437.97
(Increase) / decrease in stocks (C) = (A) - (B) (7.19) 1,059.57

24. Employee benefits expense

March 31, 2015 March 31, 2014

Salaries, wages, allowances and bonus 1,800.05 1,829.70
Contribution to provident and other funds 348.54 344.31
Employee stock option scheme (refer Note 32) 7.76 (4.55)
Staff welfare expenses 71.11 61.91
Total 2,227.46 2,231.37

25. Other expenses

March 31, 2015 March 31, 2014

Stores and spares consumed 50.97 55.03
Power and fuel 70.04 65.34
Factory and site expenses 44.28 39.55
Repairs and maintenance 62.59 76.41
Operation and maintenance charges 57.65 11.36
Design change and technical upgradation charges 2.43 6.91
Rent, rates and taxes 171.03 178.10
Performance guarantee expenditure (refer Note 12) 146.38 53.05
Liquidated damages expenditure (refer Note 12) 172.51 272.21
Operation, maintenance and warranty expenditure (refer Note 12) 159.09 448.27
R & D, certification and product development and quality assurance expenses 154.76 208.28
Insurance 30.57 32.73
Advertisement and sales promotion 52.92 46.57
Infrastructure development expenses – 15.29
Freight outward and packing expenses 915.14 1,086.84
Sales commission 4.29 6.30
Travelling, conveyance and vehicle expenses 246.38 249.22
Communication expenses 125.61 140.69
Auditors' remuneration and expenses 12.56 15.88
Consultancy charges 396.25 234.54
CSR, charity and donations 13.59 5.59
Exchange differences, net 485.40 255.79
Bad debts written off 1.40 1.37
Provision for doubtful debts and advances 163.79 67.31
Provision for diminution of investment 0.44 –
Loss on assets sold / discarded, net 7.51 26.63
Miscellaneous expenses 244.99 225.82
Total 3,792.57 3,825.08

160 Suzlon Energy Limited, Annual Report 2014-15

26. Finance costs

March 31, 2015 March 31, 2014

Interest
Fixed loans 885.25 876.23
Others 861.00 916.24
Bank charges 145.89 149.81
Amortisation of ancillary borrowing costs 114.36 72.42
Compensation in lieu of bank sacrifice 52.02 45.66
Exchange difference to the extent considered as an adjustment to borrowing costs 6.17 9.60
Total 2,064.69 2,069.96

27. Finance income

March 31, 2015 March 31, 2014

Interest income
From banks on fixed deposits 27.95 50.85
From others 11.87 20.63
Dividend income 13.48 –*
Total 53.30 71.48

*Less than Rs 0.01 Crore

28. Exceptional items

March 31, 2015 March 31, 2014

Foreign exchange loss on restructured FCCBs (refer Note 6) 103.43 –

Provision towards impairment of goodwill (refer Note 7) 6,072.22 –
Infrastructure development charges (refer Note 28a) 55.00 –
Provision for tax litigation (refer Note 28b) 81.01 –
Reversal for impairment in tangible assets (refer Note 28c) – (37.62)
Provision for doubtful debts (refer Note 28d) – 216.58
Restructuring cost (refer Note 28e) – 308.34

Total 6,311.66 487.30

a) The Indian Wind Energy Association ("InWEA") of which the Group is a member has filed a civil appeal in the Supreme Court
against an order of the Appellate Tribunal for Electricity in regard to levy of Infrastructure Development Charges ("IDC") by
Tamil Nadu State Electricity Board, and the matter is pending the hearing of the Supreme Court. The Group continue to
expect a favourable outcome. However, in view of delay in hearing, as a prudent measure, the Group made a provision of Rs
55.00 Crore and disclosed the same under exceptional items.

b) The Group has made a provision of Rs 81.01 Crore on account of certain tax litigations for projects executed in past in
overseas subsidiaries and the same has been disclosed under exceptional items.

c) During the financial year ended March 31, 2014, the Company sold 75% of its stake in Suzlon Energy Tianjin Ltd, China
(“SETL”) and thus SETL ceased to be a wholly owned subsidiary of the Company. The Company holds 25% stake in SETL as on
March 31, 2014 and has accounted it as a joint venture. Accordingly the consolidated financial statements for the year ended
March 31, 2014 inter alia include the financial figures of SETL till November 30, 2013 as subsidiary and subsequently as a
joint venture. The provision for impairment made in tangible assets of SETL during the financial year ended March 31, 2013
has been adjusted to the extent of loss incurred in the transaction and the balance has been disclosed as gain under
exceptional items in the consolidated financial statements for the year ended March 31, 2014.

d) During the financial year ended March 31, 2014, Suzlon Wind Energy Corporation, USA (“SWECO”), a wholly owned
subsidiary of the Company had acquired 100% equity stake of Big Sky windfarm from Edison Mission Midwest II, Inc and sold
to EverPower. The net loss of Rs 216.58 Crore in the transaction for the year ended March 31, 2014 was after considering
provision of Rs 401.60 Crore done during the financial year ended March 31, 2013 and accordingly the same had been
disclosed as an exceptional item in the consolidated financial statements for the year ended March 31, 2014.

e) As part of the ongoing cost optimisation plan of the Group, an overseas subsidiary along with its step-subsidiaries had
undertaken an "organisational redesign", and in this connection incurred cost towards lay-off and other related costs of Rs
308.34 Crore during year ended March 31, 2014 and the same had been disclosed under exceptional items.

Suzlon Energy Limited, Annual Report 2014-15 161

29. Tax expense

March 31, 2015 March 31, 2014

Current tax 111.23 18.68
Deferred tax charge 27.47 89.28
MAT credit entitlement – 1.44
Earlier years tax 178.58 35.03
Total 317.28 144.43

30. Earnings per share (EPS)

March 31, 2015 March 31, 2014

Basic
Net loss after share of profit of minority interest (9,157.69) (3.519.97)
Less: Preference dividend and tax thereon (0.35) (0.35)
Loss attributable to equity shareholders (9,158.04) (3,520.32)
Weighted average number of equity shares 3,003,081,220 2,239,949,868
Basic earnings /(loss) per share of Rs 2 each (30.49) (15.71)
Diluted
Loss attributable to equity shareholders (9,158.04) (3,520.32)
Add: Interest on foreign currency convertible bonds (net of tax) 68.93 37.94
Interest on loan from promoters (net of tax) – 12.36
Employee stock purchase scheme 5.18 1.77
Adjusted net loss after tax (9,083.93) (3,468.25)
Weighted average number of equity shares 3,003,081,220 2,239,949,868
Add: Potential weighted average equity shares that could arise on
conversion of foreign currency convertible bonds 933,539,064 261,629,546**
conversion of loans from promoters – 177,455,650
conversion of share application money – 633,705
conversion of FITL – 12,438
conversion of employee stock purchase scheme 3,452,308 12,301,100
Weighted average number of equity shares for diluted EPS 3,940,072,592 2,691,982,307
Diluted earnings / (loss) per share (Rs) of face value of Rs 2 each [see note below]* (30.49) (15.71)

* Since the earnings / (loss) per share computation based on diluted weighted average number of shares is anti-dilutive, the basic
and diluted earnings/(loss) per share is the same.

** This does not include the impact of possible conversion of foreign currency convertible bonds arising out of the standstill
agreement entered into with the bondholders.

31. Post employment benefits

The Group has a defined benefit gratuity plan. Every employee who has completed five or more years of service is eligible for
gratuity. Gratuity is computed based on 15 days salary based on last drawn salary for each completed year of service. The scheme is
funded with an insurance company in the form of a qualifying insurance policy.
Net employees benefit expense recognised in the statement of profit and loss:

March 31, 2015 March 31, 2014

Current service cost 5.69 6.00
Interest cost on benefit obligation 3.12 2.54
Expected return on plan assets (2.81) (1.98)
Net actuarial (gain) / loss recognised in the year 5.20 (4.83)
Net benefit expense 11.20 1.73

Details of defined benefit obligation

March 31, 2015 March 31, 2014
Defined benefit obligation 43.19 33.12
Fair value of plan assets 22.18 21.59
Present value of unfunded obligations 21.01 11.53
Plan liability / (asset) 21.01 11.53

162 Suzlon Energy Limited, Annual Report 2014-15

 Changes in the present value of the defined benefit obligation are as follows:

March 31, 2015 March 31, 2014

Opening defined benefit obligation 33.12 34.12
Interest cost 3.12 2.54
Current service cost 5.69 5.99
Benefits paid (3.72) (5.43)
Actuarial (gains) / losses on obligation 4.98 (4.10)
Closing defined benefit obligation 43.19 33.12

Changes in the fair value of plan assets are as follows:

March 31, 2015 March 31, 2014

Opening fair value of plan assets 21.59 25.52
Expected return 2.81 1.98
Contributions by employer 1.35 0.11
Benefits paid (3.72) (5.43)
Actuarial gains / (losses) 0.15 (0.59)
Closing fair value of plan assets 22.18 21.59

Major category of plan assets pertains to investment in approved funds.

Amounts for the current and previous periods are as follows:

March 31,
2015 2014 2013 2012 2011
Defined benefit obligation 43.19 33.12 34.12 31.99 23.39
Plan assets 22.18 21.59 25.52 17.46 17.71
Surplus / (deficit) 21.01 11.53 8.60 14.53 5.68
Experience adjustments on plan liabilities 8.94 1.42 5.41 (3.95) (2.18)
Experience adjustments on plan assets (6.37) 0.57 0.01 0.43 0.01

The principal assumptions with respect to discount rate, expected return on plan assets, salary escalation rate and attrition rate
used in determining the defined benefit plan obligations differ from subsidiary to subsidiary. The estimates of future salary
increases take into account the inflation, seniority, promotion and other relevant factors.

32. Employee stock option plans

The Company has provided various employee stock option and purchase schemes to its employees.
a) During the year ended March 31, 2015, the following schemes were in operation:
ESOP
ESOP ESOP ESOP ESOP ESOP ESOP ESOP Perpetual-I
Special ESOP
Particulars ESOP 2007 Perpetual-I Perpetual-I Perpetual-I Perpetual-I Perpetual-I Perpetual-I Perpetual-I (Tranche ESPS 2014
2014
(Tranche I) (Tranche II) (Tranche III) (Tranche IV) (Tranche V) (Tranche VI) (Tranche VII) VIII)

Scheme III Scheme IV Scheme V Scheme VI Scheme VII Scheme VIII Scheme X Scheme XI Scheme XII Scheme XIII Scheme XIV

Grant date 21-May-09 5-Oct-09 30-Jan-10 28-Jul-10 30-Oct-10 21-Feb-11 27-Apr-11 31-Jul-11 25-May-12 31-Mar-14 23-Jun-14

Board approval date 15-Apr-08 16-Jun-08 16-Jun-08 16-Jun-08 16-Jun-08 16-Jun-08 16-Jun-08 16-Jun-08 16-Jun-08 14-Feb-14 14-Feb-14

Shareholder approval 22-May-08 13-Aug-09 13-Aug-09 13-Aug-09 13-Aug-09 13-Aug-09 13-Aug-09 13-Aug-09 13-Aug-09 27-Mar-14 27-Mar-14

Options granted (Nos) 1,878,000 10,916,787 135,000 175,000 50,000 75,000 50,000 65,000 25,000 12,301,100 45,000,000

Exercise Price (Rs) 90.50 70.00/87.50 61.80/77.25 46.76/58.45 44.36 47.70 54.35 54.15 20.85 8.10 26.95

Method of settlement Equity Equity Equity Equity Equity Equity Equity Equity Equity Equity Equity

Vesting period 15-Apr-14

Tranche 1 21-May-10 5-Oct-10 30-Jan-11 28-Jul-11 30-Oct-11 21-Feb-12 27-Apr-12 1-Aug-12 26-May-13 22-Jun-15

Tranche 2 21-May-11 5-Oct-11 30-Jan-12 28-Jul-12 30-Oct-12 21-Feb-13 27-Apr-13 1-Aug-13 26-May-14 22-Jun-16

Tranche 3 – 5-Oct-12 30-Jan-13 28-Jul-13 30-Oct-13 21-Feb-14 27-Apr-14 1-Aug-14 26-May-15 –

Vesting % 100%

Tranche 1 75% 50% 50% 50% 50% 50% 50% 50% 50% 50%

Tranche 2 25% 25% 25% 25% 25% 25% 25% 25% 25% 50%

Tranche 3 – 25% 25% 25% 25% 25% 25% 25% 25% –

Exercise period (end Till 21-May- Till 5-Oct- Till 30-Jan- Till 28-July- Till 30-Oct- Till 21-Feb- Till 27-Apr- Till 31-Jul- Till 25-May- Till 15-Apr- Till 31-Mar-
date) 2015 2014 2015 2015 2015 2016 2016 2016 2017 2014 2017

Suzlon Energy Limited, Annual Report 2014-15 163

 (b) The movement in the stock options during the year ended March 31, 2015 was as below:

ESOP ESOP ESOP ESOP ESOP

Particulars ESOP 2007 Perpetual-I Perpetual-I Perpetual-I Perpetual-I Perpetual-I ESPS 2014 ESPS 2014
(Tranche I) (Tranche II) (Tranche III) (Tranche VII) (Tranche VIII)

Scheme III Scheme IV Scheme V Scheme VI Scheme XI Scheme XII Scheme XIII Scheme XIV
Opening balance 865,000 3,787,081 35,000 35,000 10,000 12,500 12,301,100 –

Granted during the year – – – – – – – 45,000,000

Forfeited/cancelled during the year 50,000 70,004 – – – – – 734,400

Exercised during the year – – – – – – 10,095,000 –

Expired during the year – 3,717,077 35,000 – – – 2,206,100 –

Closing balance 815,000 – – 35,000 10,000 12,500 – 44,265,600

Exercisable at the end of the year 815,000 – – 35,000 10,000 9,375 – 22,132,800
(Included in closing balance of
option outstanding)

(c) The movement in the stock options during the year ended March 31, 2014 was as below:
Particulars ESOP 2006 ESOP 2007 ESOP ESOP ESOP ESOP ESOP ESOP ESOP Special ESPS
Perpetual-I Perpetual-I Perpetual-I Perpetual-I Perpetual-I Perpetual-I Perpetual-I ESOP 2014
(Tranche I) (Tranche II) (Tranche III) (Tranche IV) (Tranche VI) (Tranche VII) (Tranche VIII) 2007
Scheme II Scheme III Scheme IV Scheme V Scheme VI Scheme VII Scheme X Scheme XI Scheme XII Scheme IX Scheme XII
Opening balance 225,000 996,000 4,793,654 135,000 100,000 50,000 50,000 40,000 25,000 7,099,500 –
Granted during the year – – – – – – – – – – 12,301,100
Forfeited / cancelled – 131,000 1,006,573 100,000 65,000 50,000 50,000 30,000 12,500 1,180,500 –
during the year
Exercised during the year – – – – – – – – – – –
Expired during the year 225,000 – – – – – – – – 5,919,000 –
Closing balance – 865,000 3,787,081 35,000 35,000 – – 10,000 12,500 – 12,301,100
Exercisable at the end – 865,000 3,787,081 35,000 35,000 – – 7,500 6,250 – –
of the year (Included
in closing balance of
option outstanding)

(d) Fair value of the options

The Company applies intrinsic value based method of accounting for determining compensation cost for Scheme II to
Scheme XIV. Following are the details of the amounts that would have been charged to the statement of profit and loss, rate
per option, and cost per option calculated based on ‘Black-Scholes’ Model.

ESOP ESOP ESOP ESOP ESOP

Special Special
ESOP ESOP ESOP Perpetual-I ESOP Perpetual-I ESOP Perpetual-I Perpetual-I Perpetual-I Perpetual-I Perpetual-I Perpetual-I ESPS
ESOP ESOP
2006 2007 (Tranche I) (Tranche II) (Tranche III) (Tranche (Tranche (Tranche (Tranche (Tranche 2014
2007 2014
IV) V) VI) VII) VIII)
Particulars

Scheme IV Scheme V Scheme VI

Scheme Scheme Scheme Scheme Scheme Scheme Scheme Scheme Scheme Scheme
II III VII VIII IX X XI XII XIII XIV
Non-US US Non-US US Non-US US

Nil Nil Nil 0.09 Nil Nil Nil Nil Nil Nil Nil Nil 7.67
Charge to profit
and loss account
(Nil) (Nil) (Nil) (Nil) (0.05) (Nil) (Nil) (Nil) (Nil) (Nil) (Nil) (1.77) (Nil)

Rate per option

(Rs) 182.60 2.20 22.25 4.75 15.45 Nil 12.29 0.60 11.09 Nil Nil Nil Nil Nil 1.75 3.00

Black Scholes'
Model - Cost per
249.11 43.32 42.54 49.28 34.27 39.95 26.39 30.73 28.68 21.16 29.12 24.50 22.67 9.25 1.77 13.18
option (Rs)

If the cost per option was calculated based on the ‘Black-Scholes’ model, the loss after tax would have been higher by Rs 26.00
Crore (Rs 0.02 Crore).
Consequently the basic and diluted earnings/(loss) per share after factoring the above impact would be as follows:
Earnings per share March 31, 2015 March 31, 2014

- Basic (30.58) (15.71)

- Diluted (30.58) (15.71)

33. Operating leases

The Group has taken certain premises under operating leases. Further, there are certain shipping charter agreements for offshore
systems.

164 Suzlon Energy Limited, Annual Report 2014-15

 Expenses under cancellable operating lease and rental contracts during the year is Rs 123.78 Crore (Rs 152.44 Crore).
Expenses under non-cancellable operating lease and rental contracts during the year is Rs 17.28 Crore (Rs 16.16 Crore).
Future minimum rentals payable under non-cancellable operating lease and rental contracts as per the respective agreements are
as follows:
Obligation on non-cancellable operating lease March 31, 2015 March 31, 2014

Not later than one year 101.15 129.76

Later than one year and not later than five years 196.82 723.89
Later than five years 229.44 1,942.12

Assets given on lease (Windmills):

During the year ended March 31, 2014, the Company sold some of its WTG’s which were let out on operating lease earlier. The lease
charges were on the basis of net electricity generated and delivered. Lease rental income recognized in statement of profit and loss
for the period is Rs Nil (Rs 2.60 Crore) and depreciation charged to statement of profit and loss is Rs Nil (Rs 1.00 Crore).

Premises given on lease:

During the year, the Company has entered into commercial lease of certain premises. These leases are of cancellable nature and
there are no restrictions placed upon the Company by entering into these leases. Lease rental income recognised in statement of
profit and loss for the period is Rs 4.35 Crore (Rs Nil).

34. Details of the Company's share in joint venture included in the consolidated financial statements are as follows (before inter-
company eliminations) :

Balance Sheet As at Statement of Profit and Loss March, 31, 2015

March 31, 2015

Share capital 102.91 Revenue from operations 2.63

(98.45) (0.77)
Reserve and surplus (11.82) Other operating income ˜
15.92 –
Total sources of funds 91.09 Total income 2.63
(82.53) (0.77)
Fixed assets 41.79 Cost of goods sold 0.70
(27.70) (0.16)
Inventories 10.90 Employee benefits expense 5.33
(14.78) (0.55)
Trade receivables 100.10 Other expenses 4.64
(113.54) (1.25)
Cash and bank balance 2.26 Depreciation / amortisation 5.46
(2.51) (0.75)
Loans and advances 5.09 Finance costs 0.06
(3.13) (0.25)
Total current assets 118.35 Finance income (0.03)
(133.96) –
Current liabilities and provisions 69.05 Total expenses 16.16
(79.13) (2.96)
Net current assets 49.30 Loss before tax (13.53)
(54.83) (2.19)
Tax –
Total application of funds 91.09 Loss after tax (13.53)
(82.53) (2.19)
Comparative figures of statement of profit and loss are for the period of December 01, 2013 to March 31, 2014.

35. Segment information

The Group has disclosed business segment as the primary segment. Segments have been identified taking into account the nature
of the products, the differing risks and returns, the organisation structure and internal reporting system.
The Group’s operations predominantly relate to sale of WTGs and allied activities including sale/sub-lease of land, project
execution; and sale of foundry and forging components. Others primarily include power generation operations.
Segment revenue, segment results, segment assets and segment liabilities include the respective amounts identifiable to each of
the segments allocated on a reasonable basis. Inter segment transfers have been carried out at mutually agreed prices.
The accounting principles consistently used in the preparation of the financial statements are also consistently applied to record
income and expenditure in individual segments. These are as set out in the note on significant accounting policies.

Suzlon Energy Limited, Annual Report 2014-15 165

 (A) Primary business segment
March 31, 2015 March 31, 2014

Discontinuing
Continuing operations Continuing operations

Elimination

Elimination
Particulars Total operations
Grand Grand
Sale of Foundry & Others Total total Sale of Others Total Foundry & total
WTG Forging* WTG Forging
Total external sales 19,707.94 118.42 10.32 19,836.68 – 19,836.68 20,115.31 11.88 20,127.19 84.39 – 20,211.58

Add: Inter segment sales 1.33 57.42 – 58.75 (58.75) – 1.33 – 1.33 41.51 (42.84) –

Segment revenue 19,709.27 175.84 10.32 19,895.43 (58.75) 19,836.68 20,116.64 11.88 20,128.52 125.90 (42.84) 20,211.58

Segment results before exceptional items (400.58) (79.70) (12.78) (493.06) 0.03 (493.03) (869.26) 2.21 (867.05) (51.71) 0.79 (917.97)

Add/(less) items to reconcile with profit as

per statement of profit and loss
Add : Other income 53.30 71.48

Less : Financial charges (2,064.69) (2,069.96)

Loss before tax and exceptional items (2,504.42) (2,916.45)

Less/ (add) : Exceptional items 6,311.66 487.30

Loss before tax (8,816.08) (3,403.75)

Provision for current tax 111.23 18.68

MAT credit entitlement – 1.44

Deferred tax 27.47 89.28

Earlier year tax 178.58 35.03

Total tax 317.28 144.43

Loss after tax (9,133.36) (3,548.18)

Less: Share of loss/(profit) of minority (24.33) 28.21

Net loss for the year (9,157.69) (3,519.97)

Segment assets 15,853.84 728.99 73.24 16,656.07 – 16,656.07 26,222.12 82.84 26,304.96 799.04 – 27,104.00

Common assets 5,075.38 3,210.79

Enterprise assets 21,731.45 30,314.79

Segment liabilities 10,136.36 108.24 – 10,244.60 – 10,244.60 11,853.21 – 11,853.21 165.29 – 12,018.50

Common liabilities 20,609.15 18,840.14

Enterprise liabilities 30,853.75 30,858.64

Capital expenditure during the year 735.20 2.15 18.72 756.07 – 756.07 703.58 – 703.58 10.90 – 714.48

Segment depreciation 725.17 62.39 21.21 808.77 – 808.77 721.73 7.55 729.28 47.60 – 776.88

* There was an intent and decision to divest the business of SE Forge Limited. As there is improved liquidity and business outlook, it has been
decided not to divest the business of SE Forge Limited, unless a value more than the carrying value in the financial statements is realised.
Considering the uncertainty of timing of this event in the future, the business is now not considered as discontinued operation. The results of
operation of SE Forge Limited are included as part of ordinary activity and has also been disclosed separately under segment reporting. The
Company, however, would continue exploring options for getting correct valuation for divestment.
(B) Geographical business segment

Year ended March 31, 2015 Year ended March 31, 2014
Particulars India Europe USA & China Australia Others Total India Europe USA & China Australia Others Total
Canada Canada
Segment revenue 3,015.37 11,827.66 2,367.66 57.63 1,248.94 1,319.42 19,836.68 2,615.87 11,076.56 2,821.09 54.93 1,306.60 2,336.53 20,211.58
Segment assets 5,361.39 9,691.87 918.02 190.90 140.03 353.86 16,656.07 5,910.21 17,985.67 1,663.09 137.28 576.57 831.18 27,104.00
Capital expenditure 61.64 645.15 38.82 0.09 9.38 0.99 756.07 30.11 629.23 53.09 – 0.65 1.40 714.48
incurred

36. Related party disclosures

(A) Related parties with whom transactions have taken place during the year
a. Entities where Key Management Personnel (‘KMP’) / Relatives of Key Management Personnel (‘RKMP’) have
significant influence
Sarjan Realities Limited, Aspen Infrastructures Limited, Shubh Realty (South) Limited, Tanti Holdings Private Limited,
Suzlon Foundation, Girish R. Tanti (HUF), Suruchi Holdings Private Limited, Sugati Holdings Private Limited, Salene Power
Infrastructure Limited, Samanvaya Holdings Private Limited, PT Wind Energy, Synefra Infrastructures Limited, SE Freight
& Logistics India Pvt. Ltd, Sugati Beach Resort Pvt. Ltd, Spectra Management Consultancy Private Limited, Indian Wind
Energy Association, Windforce Management Services Private Limited, Suzlon Green Power Limited, Samiran Jaipur
Windfarm Private Limited, Samiran Realties Limited and Sandla Wind Project Private Limited.
b. Joint Venture
Suzlon Energy (Tianjin) Limited
c. Key Management Personnel of Suzlon Energy Limited
Tulsi R. Tanti, Kirti J. Vagadia, Amit Agarwal and Hemal Kanuga

166 Suzlon Energy Limited, Annual Report 2014-15

 d. Relatives of Key Management Personnel of Suzlon Energy Limited
Jitendra R. Tanti, Pranav T. Tanti, Sanyogita P. Tanti, Nidhi T. Tanti, Vinod R. Tanti, Girish R. Tanti and Rambhaben Ukabhai

e. Employee funds
SE Blades Limited Superannuation Fund
SE Blades Limited Employees Group Gratuity Scheme
SE Electricals Limited Superannuation Fund
SE Electricals Limited Employees Group Gratuity Scheme
Suzlon Energy Limited Superannuation Fund
Suzlon Energy Limited Employees Group Gratuity Scheme
Suzlon Generators Limited Superannuation Fund
Suzlon Generators Limited Employees Group Gratuity Scheme
Suzlon Gujarat Wind Park Limited Superannuation Fund
Suzlon Gujarat Wind Park Limited Employees Group Gratuity Scheme
Suzlon Power Infrastructure Limited Superannuation Fund
Suzlon Power Infrastructure Limited Employees Group Gratuity Scheme
Suzlon Structures Limited Employees Group Gratuity Scheme
Suzlon Wind International Limited Superannuation Fund
Suzlon Wind International Limited Employees Group Gratuity Scheme
Suzlon Global Services Limited Employees Group Gratuity Scheme
(B) Transactions between the Group and related parties during the year and the status of outstanding balances as at March
31, 2015
Particulars Entities where Joint KMP RKMP Employee
KMP / RKMP Venture funds
has significant
influence
Purchase of fixed assets (including intangibles) 0.01 0.12 – – –
(–) (–) (–) (–) (–)
Sale of fixed assets 8.48 – – – –
(–) (–) (–) (–) (–)
Purchase of goods and services 238.78 – – – –
(255.00) (0.28) (–) (–) (–)
Sale of goods and services 0.53 0.11 0.18 0.68 –
(0.42) (0.47) (0.18) (0.73) (–)
CCDs / Shares issued 92.00 – – – –
(203.00) (–) (–) (–) (–)
Deposit given 0.09 – – – –
(–) (–) (–) (–) (–)
Loans taken – – – – –
(290.65) (–) (–) (–) (–)
Interest expense 0.98 – – – –
(18.30) (–) (–) (–) (–)
Lease rent income 1.02 – – – –
(0.89) (–) (–) (–) (–)
Lease rent expense 18.77 – – – –
(18.71) (–) (–) (–) (–)
Donation given 2.70 – – – –
(1.52) (–) (–) (–) (–)
Royalty income – 2.89 – – –
(–) (2.77) (–) (–) (–)
Managerial remuneration – – 7.53 – –
(–) (–) (6.74) (–) (–)
Remuneration paid – – – 2.56 –
(–) (–) (–) (2.40) (–)
Contribution to various funds – – – – 1.12
(–) (–) (–) (–) (0.35)
Reimbursement of expenses 0.34 – – – –
(0.39) (–) (–) (–) (–)

Suzlon Energy Limited, Annual Report 2014-15 167

 Outstanding balances

Particulars Entities where Joint KMP RKMP Employee

KMP / RKMP Venture funds
has significant
influence
Advance from customers 30.53 – – – –
(0.84) (–) (–) (–) (–)
Trade receivables 13.80 67.23 0.57 2.69 –
(4.51) (67.92) (0.36) (1.83) (–)
Deposits outstanding 129.19 – – – –
(129.10) (–) (–) (–) (–)
Advance to supplier and other assets 82.54 – – – –
(56.83) (–) (–) (–) (–)
Trade payables 41.65 95.58 – – –
(21.60) (90.83) (–) (–) (–)
Unsecured loan outstanding (including interest) 0.88 – – – –
(90.27) (–) (–) (–) (–)

(C) Disclosure of significant transactions with related parties

Type of transaction Type of relationship Name of the entity / person March 31,
2015 2014
Purchase of fixed assets Joint venture Suzlon Energy (Tianjin) Limited 0.12 –
(including intangibles)
Sale of fixed assets Entities where KMP / PT Wind Energy 8.48 –
RKMP has significant
influence
Purchase of goods and Entities where KMP / Aspen Infrastructure Limited 43.90 38.05
services RKMP has significant SE Freight & Logistics India Private 191.49 213.83
influence Limited
Sale of goods and Entities where KMP / Aspen Infrastructure Limited 0.10 0.09
services RKMP has significant Sarjan Realities Limited 0.11 0.10
influence PT Wind Energy 0.27 –
Joint venture Suzlon Energy (Tianjin) Limited 0.11 0.47
KMP Tulsi R. Tanti 0.18 0.18
RKMP Rambhaben Ukabhai 0.15 0.19
Girish R. Tanti 0.17 0.18
Vinod R. Tanti 0.17 0.18
Jitendra R. Tanti 0.19 0.18
Shares issued Entities where KMP / Sugati Holdings Private Limited 92.00 203.00
RKMP has significant
influence
Loans taken Entities where KMP / Sugati Holdings Private Limited – 290.65
RKMP has significant
influence
Deposit given Entities where KMP / Aspen Infrastructures Limited 0.09 –
RKMP has significant
influence
Interest expenses Entities where KMP / Tanti Holdings Private Limited – 15.68
RKMP has significant Sugati Holdings Private Limited 0.98 2.62
influence
Lease rent income Entities where KMP / Suzlon Green Power Limited 0.45 0.35
RKMP has significant Synefra Infrastructure Limited 0.57 0.54
influence
Lease rent expenses Entities where KMP / Aspen Infrastructures Limited 17.96 17.93
RKMP has significant
influence

168 Suzlon Energy Limited, Annual Report 2014-15

 Type of transaction Type of relationship Name of the entity / person March 31,
2015 2014
Donation given Entities where KMP / Suzlon Foundation 2.70 1.52
RKMP has significant
influence
Royalty income Joint venture Suzlon Energy (Tianjin) Limited 2.89 2.77
Remuneration KMP Tulsi R. Tanti 1.71 1.45
Kirti J. Vagadia 1.95 2.29
Amit Agarwal 3.06 2.61
RKMP Vinod R. Tanti 2.32 2.25
Pranav T. Tanti – 0.15
Contribution to various Employee Funds Suzlon Energy Limited 0.20 0.11
funds Superannuation Fund
Suzlon Energy Limited 0.57 –
Employee Group Gratuity Scheme
Suzlon Wind International Limited 0.01 0.09
Employees Group Gratuity Scheme
Suzlon Structures Limited 0.18 0.14
Employees Group Gratuity Scheme
SE Electricals Limited – 0.26
Employee Group Gratuity Scheme
Reimbursement of Entities where KMP / Aspen Infrastructures Limited 0.25 –
expenses RKMP has significant Tanti Holdings Private Limited 0.09 –
influence Samiran Realities Limited – 0.39

Note: - The remuneration to the key managerial personnel does not include the provisions made for gratuity and leave benefits,
as they are determined on an actuarial basis for the company as a whole.

37. Capital and other commitments

March 31, 2015 March 31, 2014

Estimated amount of contracts remaining to be executed on capital accounts 137.46 135.43
and not provided for, net of advances
Commitment for purchase of goods 3,661.15 3,982.43

38. Contingent liabilities

March 31, 2015 March 31, 2014
Disputed Infrastructure Development Charges – 64.80
Claims against the Group not acknowledged as debts-
Excise duty, customs duty, service tax and VAT 78.70 63.56
Income-tax* 49.84 28.24
State levies 11.97 3.38
Labour related 0.22 2.34
Cumulative preference share dividend of subsidiary payable to minority 8.27 6.83
Compensation in lieu of sacrifice Refer note 5 365.33
Others 45.91 36.08
* includes demand from tax authorities for various matters. The Group / tax department has preferred appeals on these matters
and the same are pending with various appellate authorities. Considering the facts of the matters, no provision is considered
necessary by management.
A few law suits have been filed on the Company and few subsidiaries of the Company by some of their suppliers for disputes in
fulfilment of obligations as per supply agreements. Further, few customers of the Company and its few subsidiaries has disputed
certain amount as receivable which the Company believes is contractually not payable. These matters are pending for hearing
before respective courts, the outcome of which is uncertain. The management has provided for an amount as a matter of prudence
which it believes shall be the probable outflow of resources.
During the financial year ended March 31, 2014, one of the subsidiaries received tax infraction notices from tax authorities which
have been contested by the subsidiary. The defence to such infraction notices has been duly filed at the administrative court, which
ruled in first instance partially favourable to the subsidiary. The case has been object of appeal to the second instance, which already
maintained the result of the first instance ruling for some of the infractions. Some infractions will be ruled during the course of the
financial year 2016 and a third instance still exists before the phase before the judicial court. Though the Group believes that it has a
good chance of getting a favourable outcome, the ultimate outcome of the cases, the timing by when the cases would be concluded
and the amount that may be payable remain uncertain at this point in time.

Suzlon Energy Limited, Annual Report 2014-15 169

39. Derivative instruments and unhedged foreign currency exposure
a. Derivative instruments
1. Forward contract outstanding as at balance sheet date:
Particulars Purpose
Buy USD Nil (USD 42,000,000) Hedge of forex USD liabilities
Buy CAD Nil (CAD 58,000,000) Hedge of forex CAD liabilities
Buy GBP Nil (GBP 14,400,000) Hedge of forex GBP liabilities
Buy AUD Nil (AUD 16,500,000) Hedge of forex AUD liabilities
Sell EUR 562,385,213 Buy USD 631,727,064 (EUR Nil USD Nil) Hedge for forex loans and receivables
Sell EUR 386,614,787 Buy USD 425,824,935 (EUR Nil USD Nil) Hedge for forex Investments
Sell USD 575,433,365 (USD Nil) Hedge for forex loans and receivables
Sell USD 412,566,635 (USD Nil) Hedge for forex Investments
Sell PLN 85,000,000 (PLN Nil) Hedge of forex PLN receivables
Sell SEK 50,000,000 (SEK Nil) Hedge of forex SEK receivables
Sell CAD 12,000,000 (CAD 55,500,000) Hedge of forex CAD receivables
Sell GBP 5,000,000 (GBP 3,000,000) Hedge of forex GBP receivables
Sell AUD 32,000,000 (AUD 54,300,000) Hedge of forex AUD receivables
2. Options as at balance sheet date:
CAD 8,000,000 (CAD 39,300,000) call option outstanding as at balance sheet date.
b. Unhedged foreign currency exposure
March 31, 2015 March 31, 2014
Net current liabilities 2,553.52 3,889.17
Net debtors 2,326.26 4,541.11
Loans given 261.37 2,898.22
Loans received 410.68 273.59
Covered bonds 4,043.80 3,936.41
Bank balance in current and term deposit accounts 170.21 425.11
Deposit paid 0.14 0.37
Foreign currency convertible bonds and redemption premium 2,273.24 3,059.03
40. Disclosure required under Sec 186(4) of the Companies Act, 2013
For details of securities provided on behalf of Borrowers refer note 4 and note 11(I).
Name of the loanee Rate of Secured / March 31, 2015 March 31, 2014
interest unsecured
Kishangarh Hi-Tech Textile Park Ltd 12% Unsecured 0.76 0.76
The loans have been utilized for meeting their working capital requirements.
41. Deferral of exchange differences
The Group has, consequent to the notification issued by the Ministry of Corporate Affairs on December 29, 2011 giving an option to
the companies to amortise the exchange differences pertaining to long term foreign currency monetary items up to March 31, 2020
(from March 31, 2012 earlier), adopted the said option given under paragraph 46A of Accounting Standard 11. Accordingly, the
Group has revised the amortisation period for such items to the maturity of the long term foreign currency monetary items (all
before March 31, 2020).
Net foreign exchange loss aggregating Rs 1,215.65 Crore (gain of Rs 506.84 Crore) on long term foreign currency monetary items
have been adjusted in the foreign currency monetary item translation difference account during the year. Further, foreign exchange
loss aggregating Rs 184.08 Crore (gain of Rs 22.99 Crore) have been amortised during the year. FCMITDA relating to restructured
bonds of 5% April 2016 Series amounting to Rs 103.43 Crore has been charged off in the consolidated statement of profit and loss
and disclosed under exceptional items.
42. Prior year amounts have been reclassified wherever necessary to conform with current year presentation. Figures in the brackets
are in respect of the previous year.

As per our report of even date For and on behalf of the Board of Directors of
Suzlon Energy Limited

For SNK & Co. For S.R. Batliboi & Co. LLP Tulsi R. Tanti Vinod R. Tanti
Chartered Accountants Chartered Accountants Chairman and Managing Director Director
ICAI Firm Registration number: 109176W ICAI Firm Registration number: 301003E DIN : 00002283 DIN : 00002266

per Sanjay Kapadia per Paul Alvares Hemal A.Kanuga Amit Agarwal
Partner Partner Company Secretary Chief Financial Officer
Membership No. : 38292 Membership No. :105754 Membership No. : F4126 Membership No. : 056880
Place: Mumbai Place: Mumbai Place: Mumbai
Date: May 29, 2015 Date: May 29, 2015 Date: May 29, 2015

170 Suzlon Energy Limited, Annual Report 2014-15

 SUZLON ENERGY LIMITED
[CIN: L40100GJ1995PLC025447]
Regd. Office: “Suzlon”, 5, Shrimali Society, Near Shri Krishna Complex, Navrangpura, Ahmedabad-380009; Tel.: +91.79.6604 5000; Fax: +91.79.2656 5540;
website: www.suzlon.com; email id: investors@suzlon.com

Notice
NOTICE is hereby given that the Twentieth Annual General Meeting of the shareholders of Suzlon Energy Limited will be held on Monday, September 28,
2015 at 11.00 a.m. at J.B.Auditorium, AMA Complex, ATIRA, Dr. Vikram Sarabhai Marg, Ahmedabad-380015 to transact the following businesses:
ORDINARY BUSINESS:
1. To adopt Financial Statements, etc. for the financial year 2014-15
To receive, consider and adopt the Financial Statements of the Company for the year ended on March 31, 2015 including the audited Balance
Sheet as at March 31, 2015 and the Statement of Profit and Loss for the year ended on that date on standalone and consolidated basis and the
reports of the Board of Directors and Auditors thereon.
2. To re-appoint Mr. Vinod R.Tanti as Director
To appoint a director in place of Mr. Vinod R.Tanti (DIN: 00002266), who retires by rotation and being eligible offers himself for
re-appointment.
3. To re-appoint Mr. Rajiv Ranjan Jha as Director
To appoint a director in place of Mr. Rajiv Ranjan Jha (DIN: 03523954), who retires by rotation and being eligible offers himself for re-appointment.
4. To ratify the appointment of M/s. SNK & Co., Chartered Accountants and M/s. S.R.Batliboi & Co. LLP, Chartered Accountants as the Statutory
Auditors of the Company for financial year 2015-16
To consider and if thought fit to pass, with or without modification, the following resolution as an Ordinary Resolution:
“RESOLVED THAT pursuant to the provisions of Sections 139, 142 and other applicable provisions, if any, of the Companies Act, 2013 and the
Rules made thereunder (including any statutory modification(s) or re-enactment thereof for the time being in force), and recommendation of
the Audit Committee and the Board of Directors of the Company, the appointment of M/s. SNK & Co., Chartered Accountants (Firm Registration
No.109176W) and M/s. S.R.Batliboi & Co. LLP, Chartered Accountants (Firm Registration No.301003E) as the Statutory Auditors of the Company
to hold office from the conclusion of this Annual General Meeting till the conclusion of the Twenty First Annual General Meeting of the
Company be and is hereby ratified and they be paid such remuneration in addition to the reimbursement of the service tax, out-of-pocket
expenses, etc., as may be mutually determined by the Chairman and M/s. SNK & Co., Chartered Accountants and M/s. S.R.Batliboi & Co. LLP,
Chartered Accountants.”
SPECIAL BUSINESS:
5. To appoint Mr. Venkataraman Subramanian as an Independent Director
To consider and if thought fit to pass, with or without modification, the following resolution as an Ordinary Resolution:
“RESOLVED THAT pursuant to the provisions of Sections 149, 150, 152, 161 read with Schedule IV and other applicable provisions, if any, of the
Companies Act, 2013 and the Rules made thereunder (including any statutory modification(s) or re-enactment thereof for the time being in
force) and Clause 49 of the Listing Agreement, Mr. Venkataraman Subramanian (DIN: 00357727), who was appointed as an Additional Director
in the capacity of an Independent Director with effect from September 25, 2014 and holds office up to the ensuing Annual General Meeting of
the Company in terms of Section 161 of the Companies Act, 2013 and who has submitted a declaration that he meets the criteria of
independence as provided in Section 149(6) of the Companies Act, 2013 and in respect of whom the Company has received a notice in writing
pursuant to Section 160 of the Companies Act, 2013 proposing his candidature for the office of the Director, be and is hereby appointed as an
Independent Director of the Company for a term of 5 (Five) consecutive years with effect from September 25, 2014 to September 24, 2019,
whose period of Office shall not be liable to determination by retirement of directors by rotation.”
6. To regularise Mrs. Pratima Ram, a nominee of State Bank of India as Director
To consider and if thought fit to pass, with or without modification, the following resolution as an Ordinary Resolution:
“RESOLVED THAT Mrs. Pratima Ram (DIN: 03518633) who was appointed as an Additional Director in the capacity of a Nominee Director of the Company
with effect from March 27, 2015 and holds office up to the ensuing Annual General Meeting of the Company in terms of Section 161 of the Companies
Act, 2013 and in respect of whom the Company has received a notice in writing pursuant to Section 160 of the Companies Act, 2013 proposing her
candidature for the office of the Director, be and is hereby appointed as a Director of the Company whose period of Office shall not be liable to
determination by retirement of directors by rotation.”
7. To approve remuneration of the Cost Auditors
To consider and if thought fit, to pass with or without modification, the following resolution as an Ordinary Resolution:
“RESOLVED THAT pursuant to the provisions of Section 148 and other applicable provisions, if any, of the Companies Act, 2013 and the Rules
made thereunder (including any statutory modification(s) or re-enactment thereof for the time being in force), M/s. N.I.Mehta & Co., Cost
Accountants (Firm Registration No.000023), the Cost Auditors appointed by the Board of Directors of the Company to conduct the audit of the
cost accounting records of the Company for the financial year ending March 31, 2016, be paid a remuneration of Rs.3,00,000/- (Rupees Three
Lacs Only) per annum in addition to the reimbursement of service tax, out-of-pocket expenses.”
“RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorised to do all such acts, deeds, matters and things and sign
agreements, forms, declarations, returns, letters and papers as may be necessary, desirable and expedient to give effect to this resolution.”
8. To contribute to bona fide and charitable funds, etc. in excess of limits provided under Section 181 of the Companies Act, 2013
To consider and if thought fit to pass, with or without modification, the following resolution as an Ordinary Resolution:
“RESOLVED THAT in modification of the earlier resolution passed under Section 293(1)(e) of the Companies Act, 1956 at the Fifteenth Annual
General Meeting of the Company held on August 13, 2010, consent of the Company be and is hereby accorded under the provisions of Section
181 and other applicable provisions, if any, of the Companies Act, 2013 to the Board of Directors of the Company to contribute to bona fide
charitable and other funds from time to time, as it may deem requisite; provided however that the total amount up to which the Board of
Directors may contribute to the bona fide charitable and other funds from time to time shall not exceed, in aggregate, the sum of
Rs.10,00,00,000/- (Rupees Ten Crores Only) in any one financial year.”
9. To issue Securities to the extent of Rs.5,000 Crores
To consider and if thought fit, to pass with or without modification, the following resolution as a Special Resolution:
“RESOLVED THAT pursuant to the provisions of Sections 42, 62 and other applicable provisions, if any, of the Companies Act, 2013 and the Rules
made thereunder (including any statutory modification(s) or re-enactment thereof for the time being in force) and subject to such approvals,

Suzlon Energy Limited, Annual Report 2014-15 171

permissions, consents and sanctions as may be necessary from the Government of India (GOI), the Reserve Bank of India (RBI), Ministry of
Finance (Department of Economic Affairs) and Ministry of Industry (Foreign Investment Promotion Board / Secretariat for Industrial Assistance)
and all other Ministries / Departments of the Government of India, Securities and Exchange Board of India (SEBI) and / or any other competent
authorities, and such other approvals, permissions, consents and sanctions as may be necessary in terms of the provisions of the Foreign
Exchange Management Act, 1999 (FEMA), The Foreign Exchange Management (Transfer or Issue of Security by a Person Resident Outside India)
Regulations, 2000, the Issue of Foreign Currency Convertible Bonds and Ordinary Shares (through Depository Receipt Mechanism) Scheme,
1993, and the enabling provisions of the Memorandum and Articles of Association of the Company, the Listing Agreements entered into by the
Company with the Stock Exchanges where the Company’s shares are listed and in accordance with the regulations and guidelines issued by the
GOI, RBI, SEBI and any competent authorities and clarifications issued thereon from time to time and subject to all other necessary approvals,
permissions, consents and sanctions of concerned statutory and other authorities and subject to such conditions and modifications as may be
prescribed by any of them while granting such approvals, permissions, consents and sanctions and which may be agreed to by the Board of
Directors of the Company (hereinafter referred to as the ‘Board’, which term shall include any Committee thereof) consent of the Company be
and is hereby accorded to the Board to create, offer, issue and allot in one or more tranches, whether rupee denominated or denominated in
foreign currency, in the course of international and / or domestic offering(s) in one or more foreign markets and / or domestic market, for a value
of up to Rs.5,000 Crores (Rupees Five Thousand Crores Only), representing such number of Global Depository Receipts (GDRs), American
Depository Receipts (ADRs), Foreign Currency Convertible Bonds (FCCBs), and / or equity shares through Depository Receipt Mechanism and /
or Fully Convertible Debentures (FCDs) and / or Non Convertible Debentures (NCDs) with warrants or any Other Financial Instruments, by
whatever name called (OFIs), convertible into or linked to equity shares and / or any other instruments and / or combination of instruments with
or without detachable warrants with a right exercisable by the warrant holders to convert or subscribe to the equity shares or otherwise, in
registered or bearer form (hereinafter collectively referred to as the ‘Securities’) or any combination of Securities to any person including
foreign / resident investors (whether institutions, incorporated bodies, mutual funds and / or individuals or otherwise), Foreign Institutional
Investors, Promoters, Indian and / or Multilateral Financial Institutions, Mutual Funds, Non-Resident Indians, Employees of the Company and /
or any other categories of investors, whether they be holders of shares of the Company or not (collectively called the “Investors”) through public
issue(s) by prospectus, private placement(s) or a combination thereof at such time or times, at such price or prices, at a discount or premium to
the market price or prices in such manner and on such terms and conditions including security, rate of interest, etc., as may be decided by and
deemed appropriate by the Board in its absolute discretion including the discretion to determine the categories of Investors to whom the offer,
issue and allotment shall be made to the exclusion of all other categories of Investors at the time of such issue and allotment considering the
prevailing market conditions and other relevant factors wherever necessary in consultation with the Lead Managers, as the Board in its absolute
discretion may deem fit and appropriate.”
“RESOLVED FURTHER THAT pursuant to the provisions of Sections 42, 62 and other applicable provisions, if any, of the Companies Act, 2013 and
the Rules made thereunder (including any statutory modification(s) or re-enactment thereof for the time being in force), subject to the
provisions of Chapter VIII of the Securities And Exchange Board of India (Issue of Capital And Disclosure Requirements) Regulations, 2009 (“SEBI
ICDR Regulations”) and the provisions of the Foreign Exchange Management Act, 2000 (FEMA), The Foreign Exchange Management (Transfer or
Issue of Security by a Person Resident Outside India) Regulations, 2000, the Board may at its absolute discretion, issue, offer and allot equity
shares or securities convertible into equity shares or NCDs with warrants for a value up to the amount of Rs.5,000 Crores (Rupees Five Thousand
Crores Only) inclusive of such premium, as specified above, to Qualified Institutional Buyers (as defined by the SEBI ICDR Regulations) pursuant
to a qualified institutional placement, as provided under Chapter VIII of the SEBI ICDR Regulations.”
“RESOLVED FURTHER THAT without prejudice to the generality of the above, the aforesaid Securities may have such features and attributes or
any terms or combination of terms in accordance with international practices to provide for the tradability and free transferability thereof as
per the prevailing practices and regulations in the capital markets including but not limited to the terms and conditions in relation to payment of
interest, additional interest, premium on redemption, prepayment and any other debt service payments whatsoever including terms for issue
of additional equity shares or variation of the conversion price of the Securities during the duration of the Securities and the Board be and is
hereby authorised in its absolute discretion in such manner as it may deem fit, to dispose off such of the Securities that are not subscribed.”
“RESOLVED FURTHER THAT:
(a) the Securities to be so created, offered, issued and allotted shall be subject to the provisions of the Memorandum and Articles of
Association of the Company; and
(b) the underlying equity shares shall rank pari passu with the existing equity shares of the Company.”
“RESOLVED FURTHER THAT the issue of equity shares underlying the Securities to the holders of the Securities shall, inter alia, be subject to the
following terms and conditions:
(a) in the event of the Company making a bonus issue by way of capitalisation of its profits or reserves prior to the allotment of the equity
shares, the number of shares to be allotted shall stand augmented in the same proportion in which the equity share capital increases as
a consequence of such bonus issue and the premium, if any, shall stand reduced pro tanto;
(b) in the event of the Company making a rights offer by issue of equity shares prior to the allotment of the equity shares, the entitlement to
the equity shares shall stand increased in the same proportion as that of the rights offer and such additional equity shares shall be
offered to the holders of the Securities at the same price at which the same are offered to the existing shareholders; and
(c) in the event of any merger, amalgamation, takeover or any other re-organisation, the number of shares, the price and the time period as
aforesaid shall be suitably adjusted.”
“RESOLVED FURTHER THAT the Board be and is hereby authorised to appoint Lead Managers, Underwriters, Guarantors, Depositories,
Custodians, Registrars, Trustees, Bankers, Lawyers, Advisors and all such Agencies as may be involved or concerned in such offerings of
Securities and to remunerate them by way of commission, brokerage, fees or the like and also to enter into and execute all such arrangements,
agreements, memorandum, documents, etc., with such agencies and also to seek the listing of such Securities on one or more National and
International Stock Exchange(s).”
“RESOLVED FURTHER THAT the Board be and is hereby authorised to issue and allot such number of equity shares as may be required to be
issued and allotted upon conversion of any Securities or as may be necessary in accordance with the terms of the offering, all such equity shares
ranking pari passu with the existing equity shares of the Company in all respects, except the right as to dividend which shall be as provided under
the terms of the issue and in the offering documents.”
“RESOLVED FURTHER THAT for the purpose of giving effect to the above, the Board be and is hereby authorised to determine the form, terms and
timing of the Issue(s), including the class of the Investors to whom the Securities are to be allotted, number of Securities to be allotted in each
tranche, issue price, face value, premium amount on issue / conversion of Securities / exercise of warrants / redemption of Securities, rate of
interest, redemption period, listings on one or more stock exchanges in India and / or abroad as the Board in its absolute discretion deems fit and to
make and accept any modifications in the proposal as may be required by the authorities involved in such issues in India and / or abroad, to do all
acts, deeds, matters and things and to settle any questions or difficulties that may arise in regard to the Issue(s).”
“RESOLVED FURTHER THAT all the aforesaid powers and authorities be and are hereby further sub-delegated to the Securities Issue Committee of
the Board and that the said Securities Issue Committee be and is hereby authorised to sign and execute such letters, deeds, documents, writings,
etc. and to do all such acts, deeds, matters and things as might be required in connection with the issue of the Securities which in the opinion of the
said Securities Issue Committee ought to have been done, executed and performed in relation to issue of the Securities as aforesaid and the matters
incidental and ancillary thereto as duly and effectually as the Board could have done without further reference to the Board.”

172 Suzlon Energy Limited, Annual Report 2014-15

10. To approve the appointment of Mr. Girish R.Tanti to a place of profit being the office of Chief Mentoring Officer of SE Forge Limited, a wholly
owned subsidiary of the Company
To consider and if thought fit, to pass with or without modification, the following resolution as a Special Resolution:
“RESOLVED THAT pursuant to the provisions of Section 188(1)(f) and other applicable provisions, if any, of the Companies Act, 2013 read with
Rules made thereunder, consent of the Company be and is hereby granted to the appointment of Mr. Girish R.Tanti, the Non-Executive Director
of the Company and a relative of Mr. Tulsi R.Tanti, Chairman & Managing Director and Mr. Vinod R.Tanti, the Non-Executive Director of the
Company, to the place of profit being the office of the Chief Mentoring Officer of SE Forge Limited, a wholly owned subsidiary of the Company,
with effect from August 1, 2015 at an annual remuneration of Rs.1,20,00,000/- (Rupees One Crore Twenty Lacs Only) together with other
benefits, perquisites, allowances, amenities and facilities, as applicable / payable to the other employees occupying similar position in the said
cadre as per the applicable rules, which is commensurate with his experience and as per prevalent industry standards.”
11. To approve appointment of Mr. Pranav T.Tanti to a place of profit being the office of Chief Executive Officer of Sirocco Renewables Limited, a
subsidiary of the Company
To consider and if thought fit, to pass with or without modification, the following resolution as a Special Resolution:
“RESOLVED THAT pursuant to the provisions of Section 188(1)(f) and other applicable provisions, if any, of the Companies Act, 2013 read with
Rules made thereunder, consent of the Company be and is hereby granted to the appointment of Mr. Pranav T.Tanti, a relative of Mr. Tulsi
R.Tanti, Chairman & Managing Director to the place of profit being the office of the Chief Executive Officer of Sirocco Renewables Limited, a
subsidiary of the Company, with effect from August 1, 2015 at an annual remuneration of Rs.1,30,00,000/- (Rupees One Crore Thirty Lacs Only)
together with other benefits, perquisites, allowances, amenities and facilities, as applicable / payable to the other employees occupying similar
position in the said cadre as per the applicable rules, which is commensurate with his experience and as per prevalent industry standards.”
12. To approve variation in the terms of Special Employee Stock Option Plan 2014 for employees of the Company
To consider and if thought fit to pass, with or without modification, the following resolution as a Special Resolution:
“RESOLVED THAT in partial modification of earlier special resolution at agenda item number 8 passed by the shareholders of the Company by
way of postal ballot on March 27, 2014 approving the Special Employee Stock Option Plan 2014 (“Special ESOP 2014” or the “Plan”), for the
employees of the Company and that pursuant to the provisions of Regulation 7 of Securities and Exchange Board of India (Share Based
Employee Benefits) Regulations, 2014 (“SEBI SBEB Regulations”), applicable provisions, if any, of the Companies Act, 2013, and subject further
to such other approvals, permissions and sanctions as may be necessary and subject to such conditions and modifications as may be prescribed
or imposed while granting such approvals, permissions and sanctions, the consent of the Company be and is hereby accorded for variation in
terms of the Special ESOP 2014 by extending the exercise period of Options granted under the Special ESOP 2014 by 2 (Two) years, i.e. extending
the end date from March 31, 2017 to March 31, 2019, and accordingly all the vested options be exercised anytime after the date of vesting and
on or before March 31, 2019.”
“RESOLVED FURTHER THAT the consequential variation / amendment to the Special ESOP 2014 for extending the exercise period by 2 (Two)
years, i.e. from March 31, 2017 to March 31, 2019, be and is hereby approved and such variation being not detrimental but beneficial to the
interest of the employees of the Company, be applicable to all existing grant of Options covered under the Special ESOP 2014 and the Board of
Directors of the Company (hereinafter referred to as the “Board”, which term shall be deemed to include any Committee including the
Nomination and Remuneration Committee, by whatever name called, which the Board has constituted and / or may constitute or reconstitute
to exercise its powers, including the powers conferred by this resolution) is authorised to effect such modification in the Plan.”
“RESOLVED FURTHER THAT the Board be and is hereby authorised on behalf of the Company to make any / further modifications, changes,
variations, alterations or revisions in the Plan from time to time and / or to suspend, withdraw or revive the Plan from time to time as may be
permitted under the Companies Act, 2013 and the SEBI SBEB Regulations and to do all such acts, deeds, matters and things and sign deeds,
documents, letters and such other papers as may be necessary, desirable and expedient, as it may in its absolute discretion deem fit or
necessary or desirable for such purpose including giving effect to the aforesaid variation in Special ESOP 2014 and with power on behalf of the
Company to settle any questions, difficulties or doubts that may arise in this regard without requiring the Board to secure any further consent or
approval of the shareholders of the Company.”
13. To approve variation in the terms of Special Employee Stock Option Plan 2014 for employees of the Company’s subsidiary company(ies)
To consider and if thought fit to pass, with or without modification, the following resolution as a Special Resolution:
“RESOLVED THAT in partial modification of earlier special resolution at agenda item number 9 passed by the shareholders of the Company by
way of postal ballot on March 27, 2014 approving the Special Employee Stock Option Plan 2014 (“Special ESOP 2014” or the “Plan”), for the
employees of the Company’s subsidiary company(ies) and that pursuant to the provisions of Regulation 7 of Securities and Exchange Board of
India (Share Based Employee Benefits) Regulations, 2014 (“SEBI SBEB Regulations”), applicable provisions, if any, of the Companies Act, 2013,
and subject further to such other approvals, permissions and sanctions as may be necessary and subject to such conditions and modifications as
may be prescribed or imposed while granting such approvals, permissions and sanctions, the consent of the Company be and is hereby
accorded for variation in terms of the Special ESOP 2014 by extending the exercise period of Options granted under the Special ESOP 2014 by 2
(Two) years, i.e. extending the end date from March 31, 2017 to March 31, 2019, and accordingly all the vested options be exercised anytime
after the date of vesting and on or before March 31, 2019.”
“RESOLVED FURTHER THAT the consequential variation / amendment to the Special ESOP 2014 for extending the exercise period by 2 (Two) years,
i.e. from March 31, 2017 to March 31, 2019, be and is hereby approved and such variation being not detrimental but beneficial to the interest of the
employees of the Company’s subsidiary company(ies), be applicable to all existing grant of Options covered under the Special ESOP 2014 and the
Board of Directors of the Company (hereinafter referred to as the “Board”, which term shall be deemed to include any Committee including the
Nomination and Remuneration Committee, by whatever name called, which the Board has constituted and / or may constitute or reconstitute to
exercise its powers, including the powers conferred by this resolution) is authorised to effect such modification in the Plan.”
“RESOLVED FURTHER THAT the Board be and is hereby authorised on behalf of the Company to make any / further modifications, changes,
variations, alterations or revisions in the Plan from time to time and / or to suspend, withdraw or revive the Plan from time to time as may be
permitted under the Companies Act, 2013 and the SEBI SBEB Regulations and to do all such acts, deeds, matters and things and sign deeds,
documents, letters and such other papers as may be necessary, desirable and expedient, as it may in its absolute discretion deem fit or
necessary or desirable for such purpose including giving effect to the aforesaid variation in Special ESOP 2014 and with power on behalf of the
Company to settle any questions, difficulties or doubts that may arise in this regard without requiring the Board to secure any further consent or
approval of the shareholders of the Company.”
14. To issue equity shares to the eligible employees of the Company under Employee Stock Option Plan 2015
To consider and if thought fit, to pass with or without modification, the following resolution as a Special Resolution:
“RESOLVED THAT pursuant to the provisions of Section 62(1)(b) and other applicable provisions, if any, of the Companies Act, 2013 and the
Rules made thereunder and in accordance with the Memorandum and Articles of Association of the Company, the Listing Agreement entered
into by the Company with the Stock Exchanges, Regulation 6 of the Securities and Exchange Board of India (Share Based Employee Benefits)
Regulations, 2014 (“SEBI SBEB Regulations”), and subject further to such other approvals, permissions and sanctions as may be necessary and
such conditions and modifications as may be prescribed or imposed while granting such approvals, permissions and sanctions, the approval of
the Company be and is hereby accorded to the introduction and implementation of Employee Stock Option Plan 2015 (hereinafter referred to

Suzlon Energy Limited, Annual Report 2014-15 173

 as the “ESOP 2015” or the “Plan”) authorising the Board of Directors of the Company (hereinafter referred to as the “Board”, which term shall be
deemed to include any Committee, including the Nomination and Remuneration Committee which the Board has constituted or may constitute
to exercise its powers, including the powers, conferred by this resolution) to create, and grant from time to time, in one or more tranches, not
exceeding 5,00,00,000 (Five Crores) Employee Stock Options to or for the benefit of such person(s) who are in permanent employment of the
Company (together with the stock options proposed to be created / offered / issued / allotted for the benefit of such persons who are in
permanent employment of the Company’s subsidiary company(ies) in terms of ESOP 2015), present and future, within the meaning of ESOP
2015, including any Director, whether whole time or otherwise (other than Promoters of the Company, Independent Directors and Directors
holding directly or indirectly more than 10% of the outstanding equity shares of the Company), as may be decided under ESOP 2015, exercisable
into not more than 5,00,00,000 (Five Crores) equity shares of face value of Rs.2/- (Rupees Two Only) each fully paid-up, on such terms and in
such manner as the Board may decide in accordance with the provisions of the applicable laws and the provisions of ESOP 2015.”
“RESOLVED FURTHER THAT the equity shares so issued and allotted as mentioned hereinbefore shall rank pari passu with the then existing
equity shares of the Company.”
“RESOLVED FURTHER THAT in case of any corporate action(s) such as rights issues, bonus issues, merger and sale of division and others, if any
additional equity shares are issued by the Company to the option grantees for the purpose of making a fair and reasonable adjustment to the
options granted earlier, the ceiling in terms specified above shall be deemed to be increased to the extent of such additional equity shares
issued.”
“RESOLVED FURTHER THAT in case the equity shares of the Company are either sub-divided or consolidated, then the number of shares to be
allotted and the price of acquisition payable by the Option grantees under the Plan shall automatically stand augmented or reduced, as the case may
be, in the same proportion as the present face value of Rs.2/- (Rupees Two Only) per equity share bears to the revised face value of the equity shares
of the Company after such sub-division or consolidation, without affecting any other rights or obligations of the said grantees.”
“RESOLVED FURTHER THAT the Board be and is hereby authorised to take requisite steps for listing of the equity shares allotted under ESOP
2015 on the Stock Exchanges where the equity shares of the Company are listed.”
“RESOLVED FURTHER THAT the Company shall conform to the accounting policies prescribed from time to time under the SEBI SBEB Regulations
and any other applicable laws and regulations to the extent relevant and applicable to the ESOP 2015.”
“RESOLVED FURTHER THAT the Board be and is hereby authorised at any time to modify, change, vary, alter, amend, suspend or terminate the
ESOP 2015 subject to the compliance with the applicable laws and regulations and to do all such acts, deeds, matters and things as may at its
absolute discretion deems fit, for such purpose and also to settle any issues, questions, difficulties or doubts that may arise in this regard
without being required to seek any further consent or approval of the shareholders and further to execute all such documents, writings and to
give such directions and / or instructions as may be necessary or expedient to give effect to such modification, change, variation, alteration,
amendment, suspension or termination of the ESOP 2015 and do all other things incidental and ancillary thereof.”
“RESOLVED FURTHER THAT the Board, be and is hereby authorised to do all such acts, deeds and things, as may, at its absolute discretion, deems
necessary including authorising or directing to appoint Merchant Bankers, Brokers, Solicitors, Registrars, Advertisement Agency, Compliance
Officer, Investors Service Centre and other Advisors, Consultants or Representatives, being incidental to the effective implementation and
administration of ESOP 2015 as also to make applications to the appropriate Authorities, Parties and the Institutions for their requisite
approvals as also to initiate all necessary actions for the preparation and issue of public announcement and filing of public announcement, if
required, with the SEBI / Stock Exchange(s), and all other documents required to be filed in the above connection and to settle all such
questions, difficulties or doubts whatsoever which may arise and take all such steps and decisions in this regard.”
15. To issue equity shares to the eligible employees of the Company’s subsidiary company(ies) under Employee Stock Option Plan 2015
To consider and if thought fit, to pass with or without modification, the following resolution as a Special Resolution:
“RESOLVED THAT pursuant to the provisions of Section 62(1)(b) and other applicable provisions, if any, of the Companies Act, 2013 and the Rules
made thereunder and in accordance with the Memorandum and Articles of Association of the Company, the Listing Agreement entered into by the
Company with the Stock Exchanges, Regulation 6 of the Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014
(“SEBI SBEB Regulations”), and subject further to such other approvals, permissions and sanctions as may be necessary and such conditions and
modifications as may be prescribed or imposed while granting such approvals, permissions and sanctions, the approval of the Company be and is
hereby accorded to the Board of Directors of the Company (hereinafter referred to as the “Board” which term shall be deemed to include any
Committee, including the Nomination and Remuneration Committee which the Board has constituted or may constitute to exercise its powers,
including the powers, conferred by this resolution) to create, and grant from time to time, in one or more tranches, not exceeding 5,00,00,000 (Five
Crores) Employee Stock Options under Company’s Employee Stock Option Plan 2015 (hereinafter referred to as the “ESOP 2015” or the “Plan”) as
mentioned in the Resolution No.14 to or for the benefit of such person(s) who are in permanent employment of any existing or future subsidiary
company(ies) of the Company (together with the stock options proposed to be created / offered / issued / allotted for the benefit of such persons
who are in permanent employment of the Company in terms of ESOP 2015), present and future, including any Director, whether whole time or
otherwise working therein (other than Promoters, Independent Directors and Directors holding directly or indirectly more than 10% of the
outstanding equity shares of the Company) exercisable into not more than 5,00,00,000 (Five Crores) equity shares of face value of Rs.2/- (Rupees
Two Only) each fully paid-up, on such terms and in such manner as the Board may decide in accordance with the provisions of the applicable laws
and the provisions of ESOP 2015.”
“RESOLVED FURTHER THAT the equity shares so issued and allotted under the Plan shall rank pari passu with the then existing equity shares of
the Company.”
“RESOLVED FURTHER THAT in case of any corporate action(s) such as rights issues, bonus issues, merger and sale of division and others, if any
additional equity shares are issued by the Company to the option grantees for the purpose of making a fair and reasonable adjustment to the
options granted earlier, the ceiling in terms specified above shall be deemed to be increased to the extent of such additional equity shares
issued.”
“RESOLVED FURTHER THAT in case the equity shares of the Company are either sub-divided or consolidated, then the number of shares to be
allotted and the price of acquisition payable by the option grantees under the Plan shall automatically stand augmented or reduced, as the case
may be, in the same proportion as the present face value of Rs.2/- (Rupees Two Only) per equity share bears to the revised face value of the
equity shares of the Company after such sub-division or consolidation, without affecting any other rights or obligations of the said grantees.”
“RESOLVED FURTHER THAT the Board be and is hereby authorised to take requisite steps for listing of the equity shares allotted under ESOP
2015 on the Stock Exchanges where the equity shares of the Company are listed.”
“RESOLVED FURTHER THAT the Company shall conform to the accounting policies prescribed from time to time under the SEBI SBEB Regulations
and any other applicable laws and regulations to the extent relevant and applicable to the ESOP 2015.”
“RESOLVED FURTHER THAT the Board be and is hereby authorised at any time to modify, change, vary, alter, amend, suspend or terminate the
ESOP 2015 subject to the compliance with the applicable laws and regulations and to do all such acts, deeds, matters and things as may at its
absolute discretion deems fit, for such purpose and also to settle any issues, questions, difficulties or doubts that may arise in this regard
without being required to seek any further consent or approval of the shareholders and further to execute all such documents, writings and to
give such directions and / or instructions as may be necessary or expedient to give effect to such modification, change, variation, alteration,
amendment, suspension or termination of the ESOP 2015 and do all other things incidental and ancillary thereof.”

174 Suzlon Energy Limited, Annual Report 2014-15

 “RESOLVED FURTHER THAT the Board, be and is hereby authorised to do all such acts, deeds, and things, as may, at its absolute discretion,
deems necessary including authorising or directing to appoint Merchant Bankers, Brokers, Solicitors, Registrars, Advertisement Agency,
Compliance Officer, Investors Service Centre and other Advisors, Consultants or Representatives, being incidental to the effective
implementation and administration of ESOP 2015 as also to make applications to the appropriate Authorities, Parties and the Institutions for
their requisite approvals as also to initiate all necessary actions for the preparation and issue of public announcement and filing of public
announcement, if required, with the SEBI / Stock Exchange(s), and all other documents required to be filed in the above connection and to settle
all such questions, difficulties or doubts whatsoever which may arise and take all such steps and decisions in this regard.”
By order of the Board of Directors of Suzlon Energy Limited

Place : Mumbai Hemal A.Kanuga,

Date : July 31, 2015 Company Secretary.
M.No.: F4126

Regd. Office: “Suzlon”, 5, Shrimali Society, Near Shri Krishna Complex, Navrangpura, Ahmedabad-380009.
Notes:
1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE INSTEAD OF HIMSELF
AND A PROXY NEED NOT BE A MEMBER OF THE COMPANY. A person can act as proxy on behalf of members not exceeding 50 (Fifty) and holding
in aggregate not more than 10 (Ten) percent of the total share capital of the Company carrying voting rights. A member holding more than 10
(Ten) percent of the total share capital of the Company carrying voting rights may appoint a single person as proxy and such person shall not act
as a proxy for any other person or shareholder.
2. The instrument appointing proxy in order to be effective must be deposited at the Company’s Registered Office not less than 48 (Forty Eight)
hours before commencement of the Twentieth Annual General Meeting of the Company.
3. An Explanatory Statement pursuant to Section 102 of the Companies Act, 2013 in respect of the aforesaid items of Ordinary / Special Business is
enclosed herewith.
4. The Register of Members and Share Transfer Books of the Company shall remain closed from Wednesday, September 23, 2015 to Monday,
September 28, 2015 (both days inclusive) for the purpose of the Twentieth Annual General Meeting of the Company.
5. Profile of directors seeking appointment / re-appointment as stipulated under Clause 49(VIII)(E)(1) of the Listing Agreement is enclosed herewith.
6. Corporate members intending to send their authorised representatives to attend the Twentieth Annual General Meeting are requested to send
a certified copy of the board resolution authorising their representative to attend and vote on their behalf at the meeting.
7. Members desirous of asking any questions at the Twentieth Annual General Meeting are requested to send in their questions so as to reach the
Company’s Registered Office at least 7 (Seven) days before the date of the Twentieth Annual General Meeting so that the same can be suitably
replied to.
8. Members / proxies are requested to bring their attendance slip along with their copy of Annual Report to the meeting.
9. Keeping in view the “Green Initiative in Corporate Governance” of Ministry of Corporate Affairs and in continuation to the practice adopted in
previous years, the Company proposes to continue to send notices / documents including annual reports, etc. to the members in electronic
form. Members who have still not registered their email addresses are requested to register their email addresses, in respect of electronic
holdings with the Depository through the concerned Depository Participants and in respect of physical holdings with the Company’s Registrar
and Share Transfer Agents, Karvy Computershare Private Limited, Karvy Selenium, Tower B, Plot 31 & 32, Gachibowli, Financial District,
Nanakramguda, Hyderabad-500032, India, Toll Free No. 1800-3454-001; Website: www.karvycomputershare.com; Email:
einward.ris@karvy.com. Those members who have already registered their email addresses are requested to keep their email addresses
validated with their Depository Participants to enable servicing of notices / documents / Annual Reports electronically to their email address.
Please note that as a valued Member of the Company, you are always entitled to request and receive all such communication in physical form
free of cost. Further, the documents served through email are available on the Company’s website www.suzlon.com and are also available for
inspection at the Company’s Registered Office and Corporate Office during specified office hours.
10. In terms of provisions of Section 205A read with Section 205C of the Companies Act, 1956, as amended, the amount of dividend remaining
unpaid or unclaimed for a period of 7 (Seven) years is required to be transferred to the Investor Education and Protection Fund (IEPF) set up by
the Government of India. During the year under review, the Company has transferred the unpaid or unclaimed interim dividend for the financial
year 2006-07 aggregating to Rs 0.06 Crore to the IEPF set up by the Government of India. Further the unpaid or unclaimed final dividend for the
financial year 2007-08 aggregating to Rs 0.10 Crore, if not claimed, then will be transferred to IEPF before due date. Please note that no claim
shall lie against the Company or IEPF for such unclaimed dividend once such amount is transferred to IEPF.
11. All documents specifically stated to be open for inspection in the Explanatory Statement are open for inspection at the Company's Registered
Office and Corporate Office between 2.00 p.m. and 5.00 p.m. on all working days (except Saturdays, Sundays and Holidays) up to the date of the
Twentieth Annual General Meeting. Such documents shall also be available for inspection at the venue till the conclusion of the Twentieth
Annual General Meeting.
12. Remote e-voting
Pursuant to Clause 35B of the listing agreement and Section 108 of Companies Act, 2013 and Rules made thereunder, the Company is providing
facility for voting by electronic means (“remote e-voting”) to the shareholders of the Company to enable them to cast their votes electronically
on the items mentioned in the Notice. The facility for voting by ballot or polling paper shall also be made available at the Annual General
Meeting and the shareholders attending the meeting who have not already cast their vote by remote e-voting shall be able to exercise their
right at the meeting. The members who have already cast their vote by remote e-voting prior to the meeting may also attend the meeting but
shall not be entitled to cast their vote again.
The Company has appointed Mr. Ravi Kapoor, Practicing Company Secretary (Membership No.F2587 and Certificate of Practice No.2407) as the
Scrutinizer for conducting the remote e-voting process in a fair and transparent manner. E-voting is optional. The e-voting rights of the
shareholders / beneficiary owners shall be reckoned on the equity shares held by them as on September 22, 2015, being the Cut-off date for
the purpose. The shareholders of the Company holding shares either in dematerialised or in physical form, as on the Cut-off date, may cast their
vote electronically. A person who is not a Shareholder on the Cut-off date should treat this notice for information purpose only.
The process and manner for remote e-voting are as under:
1. The Company has entered into an arrangement with Karvy Computershare Private Limited (“Karvy”) for facilitating remote e-voting for
the ensuing Annual General Meeting. The instructions for remote e-voting are as under:
(i) Open your web browser during the voting period and navigate to ‘https://evoting.karvy.com’.
(ii) Enter the login credentials, i.e. user-id & password, mentioned on the Attendance Slip / Email forwarded through the electronic
notice:

Suzlon Energy Limited, Annual Report 2014-15 175

 User-ID For shareholder(s)/ Beneficial Owner(s) holding Shares In Demat Form:-
a) For NSDL:- 8 Characters DP ID Followed By 8 Digits Client ID
b) For CDSL:- 16 Digits Beneficiary ID
c) For Members holding shares in Physical Form:- Folio Number registered with the Company
Password Your Unique password is printed on the AGM Attendance Slip / sent via email forwarded through the electronic
notice.
Captcha Enter the Verification code for Security reasons, i.e., please enter the alphabets and numbers in the exact way as
they are displayed.
(iii) After entering these details appropriately, click on “LOGIN”.
(iv) Members holding shares in Demat / Physical form will now reach password change menu wherein they are required to
mandatorily change their login password in the new password field. The new password has to be minimum eight characters
consisting of at least one upper case (A-Z), one lower case (a-z), one numeric value (0-9) and a special character (like *, #, @,
etc.). Kindly note that this password can be used by the Demat holders for voting for resolution of any other company on which
they are eligible to vote, provided that such company opts for e-voting through Karvy’s e-Voting platform. System will prompt
you to change your password and update any contact details like mobile #, email ID., etc on first login. You may also enter the
Secret Question and answer of your choice to retrieve your password in case you forget it. It is strongly recommended not to
share your password with any other person and take utmost care to keep your password confidential. Kindly ensure that you
note down your password for future reference. In case you forget it, you will need to go through 'Forgot Passward' option
available on the Karvy's e-voting website to reset the same.
(v) You need to login again with the new credentials.
(vi) On successful login, system will prompt to select the ‘Event’, i.e. 'SUZLON ENERGY LIMITED'.
(vii) If you are holding shares in Demat form and had logged on to https://evoting.karvy.com and casted your vote earlier for any
other company, then your existing login id and password are to be used.
(viii) On the voting page, you will see Resolution Description and against the same the option ‘FOR/AGAINST/ABSTAIN’ for voting.
Enter the number of shares under ‘FOR/AGAINST/ABSTAIN’ or alternatively you may partially enter any number in ‘FOR’ and
partially in ‘AGAINST’, but the total number in ‘FOR/AGAINST’ taken together should not exceed your total shareholding. If you
do not want to cast a vote, you may select ‘ABSTAIN’.
(ix) After selecting the resolution if you have decided to cast vote on the same, click on “SUBMIT” and a confirmation box will be displayed. If
you wish to confirm your vote, click on “OK”, else to change your vote, click on “CANCEL” and accordingly modify your vote.
(x) Once you ‘CONFIRM’ your vote on the resolution, you will not be allowed to modify your vote.
(xi) Corporate / Institutional Members (corporate / FIs / FIIs / Trust / Mutual Funds / Banks, etc.) are required to send scanned copy (PDF
format) of the relevant Board resolution to the Scrutinizer through e-mail to ravi@ravics.com with a copy to evoting@karvy.com.
The file scanned image / pdf file of the Board Resolution should be in the naming format “Corporate Name”.
2. Once you have cast your vote on a resolution you will not be allowed to modify it subsequently. Kindly note that once you have cast your
vote you cannot modify or vote on poll at the Annual General Meeting. However, you can attend the meeting and participate in the
discussions, if any.
3. The Portal will remain open for voting from: 9.00 a.m. on September 25, 2015 to 5.00 p.m. on September 27, 2015 (both days
inclusive). The e-voting Portal shall be disabled by Karvy thereafter.
4. In case of any queries, you may refer the Frequently Asked Questions (FAQs) for shareholders and e-voting User Manual for
shareholders available at the download section of https://evoting.karvy.com. In case of any grievances, you may contact Mr. K.S. Reddy
of Karvy Computershare Private Limited at 040-67162222 or at 1800-3454-001 (toll free); email : einward.ris@karvy.com.
5. The Scrutinizer shall within a period not later than 3 (Three) days from the conclusion of the voting at the annual general meeting, first
count the votes cast at the annual general meeting, thereafter unblock the votes cast through remote e-voting in the presence of at
least 2 (Two) witnesses not in the employment of the Company. The Scrutinizer shall submit a consolidated Scrutinizer’s Report of the
total votes cast in favour of or against, if any, not later than 3 (Three) days after the conclusion of the annual general meeting to the
Chairman of the Company. The Chairman, or any other person authorised by the Chairman, shall declare the result of the voting
forthwith.
6. The resolutions will be deemed to be passed on the Annual General Meeting date subject to receipt of the requisite number of votes in
favour of the resolutions.
7. The results declared along with the Scrutinizer’s Report(s) will be placed on the website of the Company (www.suzlon.com) and on
Karvy’s website (https://evoting.karvy.com) immediately after it is declared by the Chairman, or any other person authorised by the
Chairman, and the same shall be communicated to National Stock Exchange of India Limited and BSE Limited.

EXPLANATORY STATEMENT
[Pursuant to Section 102 of the Companies Act, 2013]
Agenda Item No.4: To ratify the appointment of M/s. SNK & Co., Chartered Accountants and M/s. S.R.Batliboi & Co. LLP, Chartered Accountants as
the Statutory Auditors of the Company for financial year 2015-16
M/s. SNK & Co., Chartered Accountants (Firm Registration No.109176W) and M/s. S.R.Batliboi & Co. LLP, Chartered Accountants (Firm Registration
No.301003E) were appointed as the Joint Statutory Auditors of the Company to hold office from the conclusion of the Nineteenth Annual General
Meeting till the conclusion of the Twenty Second Annual General Meeting of the Company, i.e. for a period of 3 (Three) years (subject to ratification of
their appointment at every annual general meeting).
The Board of Directors recommend ratification of appointment of M/s. SNK & Co., Chartered Accountants and M/s. S.R.Batliboi & Co. LLP, Chartered
Accountants, to hold office from the conclusion of this Annual General Meeting till the conclusion of the Twenty First Annual General Meeting of the Company.
In light of above, you are requested to accord your approval to the Ordinary Resolution as set out at Agenda Item No.4 of the accompanying Notice.
None of the Directors and Key Managerial Personnel of the Company and their relatives has any concern or interest, financial or otherwise, in the
proposed resolution.
Agenda Item No.5: To appoint Mr. Venkataraman Subramanian as an Independent Director
Mr. Venkataraman Subramanian (DIN: 00357727) has been appointed as an Additional Director in the capacity of an Independent Director on the Board
of the Company for a term of 5 (Five) years with effect from September 25, 2014 to hold office up to the Twentieth Annual General Meeting of the
Company and then till September 24, 2019 subject to regularisation of such appointment by the shareholders of the Company. The Nomination and
Remuneration Committee and the Board has recommended appointment of Mr. V.Subramanian as an Independent Director of the Company to hold
office for a term of 5 (Five) years with effect from September 25, 2014 till September 24, 2019, in terms of Section 149 of the Companies Act, 2013 read

176 Suzlon Energy Limited, Annual Report 2014-15

with the Rules made thereunder (including any statutory modification(s) or re-enactment thereof for the time being in force) who shall not be liable to
retire by rotation. Mr. V.Subramanian has given a declaration to the Board that he meets the criteria for independence as provided under Section 149(6)
of the Companies Act, 2013 and Clause 49 of the Listing Agreement. In the opinion of the Board, Mr. V.Subramanian is independent of the management
of the Company and fulfils the conditions specified in the Companies Act, 2013 and Rules made thereunder for appointment as an Independent
Director. Further it is felt that the Company would be benefitted by the rich experience of Mr. V. Subramanian, the Independent Director.
In compliance with the provisions of Section 149 read with Schedule IV of the Companies Act, 2013, the appointment of Mr. V.Subramanian as an
Independent Director is now being placed before the shareholders for their approval. The Company is in receipt of a notice in writing pursuant to
Section 160 of the Companies Act, 2013 proposing the candidature of Mr. V.Subramanian for the office of the Independent Director of the Company.
A copy of the draft letter of appointment of the Independent Director setting out the terms and conditions for appointment shall be open for inspection
at the Registered Office and Corporate Office of the Company between 2.00 p.m. and 5.00 p.m. on all working days (except Saturdays, Sundays and
Holidays). Such documents shall also be available for inspection at the venue till the conclusion of the Twentieth Annual General Meeting.
The details of Mr. V.Subramanian as required to be given in terms of Clause 49(VIII)(E)(1) of the Listing Agreement have been provided separately under
Profile of Directors seeking appointment / re-appointment.
In light of above, you are requested to accord your approval to the Ordinary Resolution as set out at Agenda Item No.5 of the accompanying Notice.
Except for Mr. V.Subramanian, being the appointee, none of the Directors and Key Managerial Personnel of the Company and their relatives has any
concern or interest, financial or otherwise, in the proposed resolution.
Agenda Item No.6: To regularise Mrs. Pratima Ram, a nominee of State Bank of India as Director
Mrs. Pratima Ram (DIN: 03518633) was appointed as an Additional Director in the capacity of a Nominee Director of the Company, with effect from
March 27, 2015. In terms of the provisions of Section 161 of the Companies Act, 2013, Mrs. Pratima Ram holds office up to the ensuing Annual General
Meeting of the Company. The Company is in receipt of a notice in writing pursuant to Section 160 of the Companies Act, 2013 proposing the candidature
of Mrs. Pratima Ram for the office of the Director of the Company.
The details of Mrs. Pratima Ram as required to be given in terms of Clause 49(VIII)(E)(1) of the Listing Agreement have been provided separately under
Profile of Directors seeking appointment / re-appointment.
The Board recommends the appointment of Mrs. Pratima Ram as the Director of the Company. In light of above, you are requested to accord your
approval to the Ordinary Resolution as set out at Agenda Item No.6 of the accompanying Notice.
Except for Mrs. Pratima Ram, being the appointee, none of the Directors and Key Managerial Personnel of the Company and their relatives has any
concern or interest, financial or otherwise, in the proposed resolution.
Agenda Item No.7: To approve remuneration of the Cost Auditors
The Board has, on the recommendation of the Audit Committee, approved the appointment and remuneration of M/s. N.I.Mehta & Co., Cost
Accountants (Firm Registration No.000023) to conduct the audit of the Cost Records of the Company for the financial year ending March 31, 2016.
In terms of Section 148 and other applicable provisions, if any, of the Companies Act, 2013 and the Rules made thereunder (including any statutory
modification(s) or re-enactment thereof for the time being in force), the remuneration payable to the Cost Auditors has to be approved / ratified by the
shareholders of the Company.
In light of above, you are requested to accord your approval to the Ordinary Resolution as set out at Agenda Item No.7 of the accompanying Notice.
None of the Directors and Key Managerial Personnel of the Company and their relatives has any concern or interest, financial or otherwise, in the
proposed resolution.
Agenda Item No.8: To contribute to bona fide and charitable funds, etc. in excess of limits provided under Section 181 of the Companies Act, 2013
In terms of Section 181 of the Companies Act, 2013, the Board of Directors of a company can contribute to bona fide charitable and other funds.
Provided that prior permission of the company in general meeting shall be required for such contribution in case any amount the aggregate of which, in
any financial year, exceeds 5% of its average net profits for the three immediately preceding financial years.
The Company, at its Fifteenth Annual General Meeting held on August 13, 2010, had approved contribution to the charitable and / or other funds not
directly relating to the business of the Company exceeding the limits permitted in terms of Section 293(1)(e) of the Companies Act, 1956. However
considering the fact that Section 181 of the Companies Act, 2013 has become effective with effect from April 1, 2014 read with clarification issued by
the Ministry of Corporate Affairs, together with the fact that the Company may be required to contribute to the charitable and / or other funds, it has
become necessary to obtain fresh approval of the shareholders of the Company in terms of Section 181 of the Companies Act, 2013 to enable the
Company to contribute / continue to contribute to bona fide charitable and other funds beyond the limits permitted under the said Section 181 of the
Companies Act, 2013.
In light of the above and read with the provisions of Section 181 of the Companies Act, 2013, you are requested to grant your consent to the enabling
Ordinary Resolution as set out at Agenda Item No.8 of the accompanying Notice.
None of the Directors and Key Managerial Personnel of the Company and their relatives has any concern or interest, financial or otherwise, in the
proposed resolution.
Agenda Item No.9: To issue Securities to the extent of Rs.5,000 Crores
The resolution contained in the agenda of the Notice is an enabling resolution to enable the Company to create, offer, issue and allot equity shares, GDRs,
ADRs, FCCBs, FCDs, NCDs with warrants, OFIs, and / or such other securities convertible into or linked to equity shares and / or any other instruments and / or
combination of instruments as stated in the resolution (the “Securities”) to an extent of Rs.5,000 Crores.
The Special Resolution also seeks to empower the Board of Directors to undertake a qualified institutional placement with qualified institutional buyers
as defined by SEBI ICDR Regulations. The Board of Directors may at its discretion adopt this mechanism as prescribed under Chapter VIII of the SEBI ICDR
Regulations for raising the funds, without the need for fresh approval from the shareholders.
With a view to meet the financial requirements of the Company, it is proposed to create, offer, issue and allot equity shares, GDRs, ADRs, FCCBs, FCDs, NCDs
with warrants, OFIs, and / or such other securities convertible into or linked to equity shares and / or any other instruments and / or combination of
instruments to the extent of Rs.5,000 Crores in one or another manner and in one or more tranches. Such further issue of such securities would provide a
platform to the Company to meet to its fund requirements and improve the financial leveraging strength of the Company.
Similar enabling resolution was passed by the shareholders at the Nineteenth Annual General Meeting held on September 25, 2014. Since the market
conditions have changed since the last approval as also to meet to various regulatory requirements and as a matter of prudent practice, a fresh resolution is
proposed to be passed to create, offer, issue and allot Securities to the extent of Rs.5,000 Crores in one or another manner and in one or more tranches.
The detailed terms and conditions for the offer will be determined in consultation with the Advisors, Lead Managers, Underwriters and such other authority
or authorities as may be required to be consulted by the Company considering the prevailing market conditions and other relevant factors.
The pricing of the international issue(s), if any, will be free market pricing and may be at a premium or discount to the market price in accordance with
international practices, subject to applicable Indian laws and guidelines. The same would be the case if the Board of Directors decides to undertake a
qualified institutional placement under Chapter VIII of the SEBI ICDR Regulations. As the pricing of the offering cannot be decided except at a later stage,
it is not possible to state the price or the exact number of Securities or shares to be issued. For reasons aforesaid, an enabling resolution is therefore

Suzlon Energy Limited, Annual Report 2014-15 177

proposed to be passed to give adequate flexibility and discretion to the Board to finalise the terms of the issue. The Securities issued pursuant to the
offering(s) would be listed on the Indian stock exchanges and / or international stock exchange(s) and may be represented by Securities or other
Financial Instruments outside India.
The Special Resolution seeks to give the Board the powers to issue Securities in one or more tranche or tranches, at such time or times, at such price or
prices and to such person(s) including institutions, incorporated bodies and / or individuals or otherwise as the Board may in its absolute discretion
deem fit.
The consent of the shareholders is being sought pursuant to the provisions of Section 42, 62 and other applicable provisions, if any, of the Companies
Act, 2013 and the Rules made thereunder (including any statutory modification(s) or re-enactment thereof for the time being in force); Chapter VIII of
the SEBI ICDR Regulations and in terms of the provisions of the Listing Agreement executed by the Company with the Stock Exchanges where the equity
shares of the Company are listed.
The Board believes that the issue of Securities is in the interest of the Company and therefore recommends passing of the Special Resolution for issue of
Securities. In light of above, you are requested to accord your approval to the Special Resolution as set out at Agenda Item No.9 of the accompanying
Notice.
None of the Directors and Key Managerial Personnel of the Company and their relatives has any concern or interest, financial or otherwise, in the
proposed resolution.
Agenda Item No.10: To approve the appointment of Mr. Girish R.Tanti to a place of profit being the office of Chief Mentoring Officer of SE Forge
Limited, a wholly owned subsidiary of the Company
Mr. Girish R.Tanti, the Non-Executive Director of the Company has been appointed as a Chief Mentoring Officer of SE Forge Limited (“SE Forge”), a
wholly owned subsidiary of the Company with effect from August 1, 2015 at a remuneration of Rs.1.20 Crores per annum.
In terms of Section 188(1)(f) of the Companies Act, 2013, the appointment of a director or a relative of director to an office or place of profit in a
company, its subsidiary company or an associate company requires approval of the shareholders of the company. Since Mr. Girish R.Tanti is a Non-
Executive Director of the Company and a brother of Mr. Tulsi R.Tanti, Chairman & Managing Director and Mr. Vinod R.Tanti, the Non-Executive Director
of the Company, provisions of Section 188(1)(f) of the Companies Act, 2013 would be applicable for appointment of Mr. Girish R.Tanti to a place of profit
being the office of Chief Mentoring Officer of SE Forge.
In the light of above, you are requested to accord your approval to the Special Resolution as set out at Agenda Item No.10 of the accompanying Notice.
Mr. Girish R.Tanti himself, Mr. Tulsi R.Tanti, the Chairman & Managing Director and Mr. Vinod R.Tanti, the Non-Executive Director and their relatives may
be deemed to be concerned or interested in the said resolution. Except the above, none of the Directors and Key Managerial Personnel of the Company
and their relatives has any concern or interest, financial or otherwise, in the proposed resolution.
Agenda Item No.11: To approve appointment of Mr. Pranav T.Tanti to a place of profit being the office of Chief Executive Officer of Sirocco
Renewables Limited, a subsidiary of the Company
The Company proposes to set-up a joint venture with Dilip Shanghvi Family & Associates (the “Investor Group”) for setting-up of independent power
projects. As part of the said business model, the Company and the Investor Group would invest in a joint venture company, which investment would in
turn be invested in various special purpose vehicles (SPVs); such SPVs in turn setting-up independent power projects. Sirocco Renewables Limited,
currently a subsidiary of the Company, has been incorporated to be a proposed Joint Venture (JV) company and would engage in the business of setting-
up of Independent Power Projects (IPP).
It is proposed to appoint Mr. Pranav T.Tanti as Chief Executive Officer of the said company to overlook the complete JV/IPP business with effect from
August 1, 2015 at a remuneration of Rs.1.30 Crores per annum.
In terms of Section 188(1)(f) of the Companies Act, 2013, the appointment of a director or a relative of director to an office or place of profit in a company or
its subsidiary company or an associate company requires approval of the shareholders of the company. Since Mr. Pranav T.Tanti is son of Mr. Tulsi R.Tanti,
Chairman & Managing Director of the Company, provisions of Section 188(1)(f) of the Companies Act, 2013 would be applicable for appointment of
Mr. Pranav T.Tanti to a place of profit being the office of Chief Executive Officer of Sirocco Renewables Limited, a subsidiary of the Company.
In the light of above, you are requested to accord your approval to the Special Resolution as set out at Agenda Item No.11 of the accompanying Notice.
Mr. Tulsi R.Tanti, the Chairman & Managing Director, Mr. Vinod R.Tanti and Mr. Girish R.Tanti, the Non-Executive Directors and their relatives may be
deemed to be concerned or interested in the said resolution. Except the above, none of the Directors and Key Managerial Personnel of the Company
and their relatives has any concern or interest, financial or otherwise, in the proposed resolution.
Agenda Item Nos.12 & 13: To approve variation in the terms of Special Employee Stock Option Plan 2014 for employees of the Company and its
subsidiary company(ies)
On the recommendation of the Nomination and Remuneration Committee and that of the Board of Directors of the Company at their respective
meetings held on February 14, 2014 and as approved by the Shareholders of the Company by way of special resolution to the agenda item nos. 8 and 9
through Postal Ballot on March 27, 2014, the Company had implemented Special Employee Stock Option Plan 2014 (hereinafter referred to as the
“Special ESOP 2014” or the “Plan”) with the objectives of retention and motivation of the employees of the Company as well as its subsidiary
company(ies).
On June 23, 2014, employee stock options were granted under the Plan to the eligible employees at an exercise price of Rs.26.95 per share with an
exercise period up to March 31, 2017.
Given the fluctuations in the market price of the shares of the Company with reference to the prescribed exercise price and also given the restriction on
timing of exercise of employee stock options owing to the provisions of Securities and Exchange Board of India (Prohibition of Insider Trading)
Regulations, 2015, it is considered expedient to extend the existing exercise period by additional 2 (Two) years, i.e. from March 31, 2017 to March 31,
2019, with a view to achieve the objectives of Special ESOP 2014 by affording them maximum advantage in line with growth of the Company.
The beneficiaries of the variations are eligible employees of the Company and its subsidiary company(ies) covered under the Plan.
The said proposal was approved by the Nomination and Remuneration Committee and the Board of Directors in their respective meetings held on July
31, 2015.
In terms of the provisions of Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 (“SEBI SBEB Regulations”), a
company may vary terms of any employee stock option plan provided such variation is not prejudicial to the interests of the option grantees and that
the proposal is approved by the shareholders by way of a special resolution. The proposed variation of extending the exercise period is in the interest of
the option grantees and not prejudicial.
Given the details of variation, rationale thereof and beneficiaries of such variation, as per SEBI SBEB Regulations, your approval is sought for the
variation / modification / amendment to the Plan in the lines stated above.
A draft copy of the revised Special ESOP 2014 is available for inspection at the Company’s Registered Office / Corporate Office between 2.00 p.m. to 5.00
p.m. on all working days (excluding Saturdays, Sundays and Holidays) up to the date of the Twentieth Annual General Meeting. Such documents shall
also be available for inspection at the venue till the conclusion of the Twentieth Annual General Meeting.
None of the Directors, Key Managerial Personnel of the Company and their relatives has any concern or interest, financial or otherwise, in the proposed
resolution, except to the extent of their entitlements, if any, under the Plan.

178 Suzlon Energy Limited, Annual Report 2014-15

In light of above, you are requested to accord your approval to the Special Resolutions as set out at Agenda Item Nos.12 & 13 of the accompanying Notice.
Agenda Item No.14 & 15: To issue equity shares to the eligible employees of the Company and its subsidiary company(ies) under Employee Stock
Option Plan 2015
Equity based compensation is considered to be an integral part of employee compensation across sectors which enables alignment of personal goals of
the employees with organisational objectives. Your Company believes that equity based compensation plans are an effective tool to reward the existing
employees of the Company as also the new joinees for their contribution in the growth of the Company, to create an employee ownership in the
Company, to attract new talents, to retain the key resources and knowledge in the organisation and for the benefit of the present and future employees,
of the Company and its subsidiary company(ies).
With this objective in mind, your Company intends to implement Employee Stock Option Plan 2015 (“ESOP 2015”/ “the Plan”) for the employees of the
Company and its subsidiary company(ies) depending upon their grade / position in the organisation as may be determined by the Board / Nomination
and Remuneration Committee from time to time during the continuance of the Plan.
The Company seeks shareholders’ approval in respect of ESOP 2015 and grant of Stock Options to the eligible employees of the Company and its
subsidiary company(ies) as decided by the Board / Committee from time to time in due compliance of the Regulation 6 of the Securities and Exchange
Board of India (Share Based Employee Benefits) Regulations, 2014 (“SEBI SBEB Regulations”).
The main features of the ESOP 2015 are as under:
a) Brief Description of the Plan(s):
The Company proposes to introduce the ESOP 2015 for the benefit of the existing permanent employees of the Company and its subsidiary
company(ies), employees joining the Company or its subsidiary company(ies) in future, its directors, and such other persons / entities as may be
prescribed by Securities and Exchange Board of India (“SEBI”) from time to time, and in accordance with the provisions of prevailing regulations
including the SEBI SBEB Regulations. The Nomination and Remuneration Committee (by whatever name called) of the Company shall act as a
Compensation Committee for administration of ESOP 2015.
The ESOP 2015 shall be administered by the Nomination and Remuneration Committee. All questions of interpretation of the ESOP 2015 shall
be determined by the Nomination and Remuneration Committee and such determination shall be final and binding upon all persons having an
interest in ESOP 2015.
b) Total number of Options to be granted:
The total number of options to be granted under ESOP 2015 (together with the options for the benefit of such persons who are in permanent
employment of the Company’s subsidiary company(ies) in terms of ESOP 2015) shall not exceed 5,00,00,000 (Five Crores) options. Each option
when exercised would be converted into one Equity Share of Rs.2/- (Rupees Two Only) each fully paid-up.
The SEBI SBEB Regulations require that in case of any corporate action(s) such as rights issues, bonus issues, merger and sale of division and others, a
fair and reasonable adjustment needs to be made to the options granted. In this regard, the Nomination and Remuneration Committee shall adjust
the number and price of the options granted in such a manner that the total value of the options granted under ESOP 2015 remain the same after
any such corporate action. Accordingly, if any additional options are issued by the Company to the option grantees for making such fair and
reasonable adjustment, the ceiling of 5,00,00,000 (Five Crores) shall be deemed to be increased to the extent of such additional options issued.
The grant under ESOP 2015 would continue till March 31, 2018 or till the options reserved under the Plan are fully granted / exhausted or earlier
terminated by the Board of Directors, whichever is earlier, and thus all the employees meeting the eligibility criteria as may be determined by
the Nomination and Remuneration Committee from time to time and who join the Company and / or its subsidiary company(ies) hereafter and
till March 31, 2018 would also be entitled to the benefit under ESOP 2015.
For employees joining in future, i.e. till March 31, 2018 or such earlier period, and fulfilling the eligibility criteria as may be determined by the
Nomination and Remuneration Committee would be granted options on such future dates as may be determined by the Board of Directors /
Nomination and Remuneration Committee.
c) Identification of classes of employees entitled to participate in ESOP 2015
All the permanent employees (including a director, whether wholetime or not but excluding independent directors) of the Company and its
subsidiary company(ies), existing and future, working in India or outside India shall be eligible to participate in the Plan. Provided however that
the following persons shall not be eligible to participate in ESOP 2015:
• an employee who is a “Promoter” or belongs to the “Promoter Group” as defined in the SEBI SBEB Regulations; or
• a Director who either by himself or through his relatives or through any body corporate, directly or indirectly holds more than 10% of the
issued and subscribed equity shares of the Company; or
• Independent Directors.
d) Requirements of vesting and period of vesting, maximum period within which the options shall be vested:
All the options granted on any date shall vest in tranches not earlier than one year and not later than a maximum of 3 (Three) years from the date
of grant of options as may be determined by the Nomination and Remuneration Committee. The Nomination and Remuneration Committee
may extend, shorten or otherwise vary the vesting period from time to time, in accordance with the applicable law and in the interest of the
option grantees.
The vesting dates in respect of the options granted under the Plan shall be determined by the Nomination and Remuneration Committee and may
vary from an employee to employee or any class thereof and / or in respect of the number or percentage of options granted to an employee.
Options eligible for vesting on the basis of performance parameters, if any, such percentage or such number of options as may be specified by
the Nomination and Remuneration Committee in the option letter or any of the other writings, having regard to the performance of the
optionee evaluated in accordance with such performance criteria as may be laid down by the Nomination and Remuneration Committee, shall
vest in the optionee.
e) Exercise price or pricing formula:
The options would be granted at an exercise price equal to a maximum of 10% discount to the 60 (Sixty) day’s volume weighted average share
price on a recognised Stock Exchange where the shares are listed and which records highest trading volume, prior to the date of the meeting of
the Nomination and Remuneration Committee at which Options are granted or such other price as the Nomination and Remuneration
Committee may decide at its discretion.
f) Exercise period and the process of Exercise:
The Exercise period would commence from the date of vesting and will expire on completion of 4 (Four) years from the date of respective
vesting or such other period as may be decided by the Nomination and Remuneration Committee from time to time.
The vested Option shall be exercisable by the employees by a written application to the Company expressing his/ her desire to exercise such
Options in such manner and on such format as may be prescribed by the Nomination and Remuneration Committee from time to time. The
Options shall lapse if not exercised within the specified exercise period.
g) Appraisal process for determining the eligibility of employees under ESOP 2015:
The appraisal process for determining the eligibility shall be decided from time to time by the Nomination and Remuneration Committee / Board. The
broad criteria for appraisal and selection may include parameters like tenure of association with the Company, performance during the previous years,
contribution towards strategic growth, contribution to team building and succession, cross-functional relationship, corporate governance, etc.

Suzlon Energy Limited, Annual Report 2014-15 179

h) Maximum number of Options to be issued per employee and in aggregate:
The maximum number of options that may be granted to any specific employee of the Company or of its subsidiary company(ies) under the
Plan, in any financial year and in aggregate under the ESOP 2015 shall be 10,00,000 (Ten Lacs) Options.
i) Maximum quantum of benefits to be provided per employee under the ESOP 2015:
The maximum quantum of benefits underlying the options issued to an eligible employee shall depend upon the market price of the shares as
on the date of sale of shares.
j) Plan Implementation:
The Plan shall be implemented and administered directly by the Company. In case Company wishes otherwise, it may be intimated to the
shareholders in due course as per applicable laws.
k) Source of acquisition of shares under the Plan:
The Plan contemplates fresh / new issue of shares by the Company.
l) Amount of loan to be provided for implementation of the Plan(s) by the Company to the trust, its tenure, utilisation, repayment terms, etc:
This is currently not contemplated under the present Plan.
m) Maximum percentage of secondary acquisition:
This is not relevant under the present Plan.
n) Accounting and Disclosure Policies:
The Company shall follow the Guidance Note on Accounting for Employee Share-based Payments and / or any relevant Accounting Standards as
may be prescribed by the Institute of Chartered Accountants of India from time to time, including the disclosure requirements prescribed therein.
o) Method of option valuation:
The Company will adopt the intrinsic value method of valuation of options. Notwithstanding the above, the Company may adopt any other method
as may be determined by the Nomination and Remuneration Committee and as may be permitted under the SEBI SBEB Regulations.
p) Declaration:
In case the Company opts for expensing of share based employee benefits using the intrinsic value, the difference between the employee
compensation cost so computed and the employee compensation cost that shall have been recognised if it had used the fair value of the options
and the impact of this difference on profits and on Earning Per Share of the Company shall be disclosed in the Directors’ report.
Consent of the shareholders is being sought by way of a special resolution pursuant to Section 62(1)(b) and all other applicable provisions, if any, of the
Companies Act, 2013 and as per Regulation 6 of the SEBI SBEB Regulations.
A draft copy of the ESOP 2015 is available for inspection at the Company’s Registered Office / Corporate Office between 2.00 p.m. to 5.00 p.m. on all
working days (excluding Saturdays, Sundays and Holidays) up to the date of the Twentieth Annual General Meeting. Such documents shall also be
available for inspection at the venue till the conclusion of the Twentieth Annual General Meeting.
None of the Directors, Key Managerial Personnel of the Company and their relatives has any concern or interest, financial or otherwise, in the proposed
resolution, except to the extent of their entitlements, if any, under the Plan.
In light of above, you are requested to accord your approval to the Special Resolutions as set out at Agenda Item Nos.14 & 15 of the accompanying Notice.
By order of the Board of Directors of Suzlon Energy Limited

Place : Mumbai Hemal A.Kanuga,

Date : July 31, 2015 Company Secretary.
M.No.: F4126

ANNEXURE I TO THE NOTICE

Profile of Directors seeking appointment / re-appointment at the Twentieth Annual General Meeting as stipulated under Clause 49(VIII)(E)(1) of the
Listing Agreement is as under:
Mr. Vinod R.Tanti (DIN: 00002266)
Brief resume - Mr. Vinod R.Tanti, aged 53 years, holds a Degree in Civil Engineering and has been associated with Suzlon right from its inception. In his 28
years of industry experience, he has handled diverse portfolios, largely on a Conceive - Design - Build - Operate and Transfer model. He contributes to
the Company his experience of the entire wind value chain segments as well as process centricity and innovation. His focus areas are creating alignment
and deriving synergy within and between value chain components. Mr. Vinod R.Tanti is a Director of the Company since November 1, 2010.
Shareholding and remuneration - Mr. Vinod R.Tanti holds 11,367,000 equity shares aggregating to 0.24% of the paid-up capital of the Company. He also
holds shares in the capacity as karta of HUF and jointly with others. The details pertaining to number of Board meetings attended and remuneration
paid during the financial year 2014-15 have been provided in the Corporate Governance Report forming part of this Annual Report.
Interse-relationship - Mr. Vinod R.Tanti is brother of Mr. Tulsi R.Tanti, the Chairman & Managing Director and Mr. Girish R.Tanti, the Non-Executive
Director. Except the above, Mr. Vinod R.Tanti is not related to any other Director / Key Managerial Personnel of the Company.
Other Directorships - The details of other directorships and / or committee positions held by Mr. Vinod R.Tanti are given as under:
Name of the Indian company in which Director Name of Committee in which Chairman / Member
SE Blades Limited Audit Committee – Chairman
SE Electricals Limited Audit Committee – Member
Suzlon Power Infrastructure Limited Audit Committee – Chairman
Suzlon Structures Limited Audit Committee – Member
Suzlon Generators Limited Audit Committee – Chairman
Synew Steel Limited –
SE Forge Limited Audit Committee – Member
SE Solar Limited –
Senvion India Limited –
Tanti Holdings Private Limited –
Suruchi Holdings Private Limited –
Sugati Holdings Private Limited –

180 Suzlon Energy Limited, Annual Report 2014-15

Mr. Rajiv Ranjan Jha (DIN: 03523954)
Brief resume - Mr. Rajiv Ranjan Jha, aged 48 years has been working with Power Finance Corporation Limited (PFC) since March 1997. He holds a
Bachelor Degree in Science (Mechanical Engg.) from NIT Jamshedpur of Ranchi University and a Diploma in Management from IGNOU. Mr. Jha has
overall 27 years of experience and is presently holding the position as General Manager (Projects), PFC and is handling the PFC’s loan portfolio in
Western Region including State Sector Coordination Work in the States of Gujarat, Goa and Madhya Pradesh. He has earlier handled the entire loan
portfolio in Consortium Lending with PFC as lead FI. He has also handled the entire Renewable Energy loan portfolio of PFC. He has also worked on
Project Appraisal (especially for Independent Private Power Projects) & Ultra Mega Power Projects in PFC. Before joining PFC, he has worked with
Visakhapatnam Steel Plant from November 1988 to February 1997 and dealt with Operation and Maintenance of their coal based Captive Power Plant
and also in Material Planning. Mr. Rajiv Ranjan Jha is a Director of the Company since April 28, 2011.
Shareholding and remuneration - Mr. Rajiv Ranjan Jha does not hold any shares in the Company. The details pertaining to number of Board meetings
attended and remuneration paid during the financial year 2014-15 have been provided in the Corporate Governance Report forming part of this Annual
Report.
Interse-relationship – Mr. Rajiv Ranjan Jha is not related to any of the Directors or Key Managerial Personnel of the Company.
Other Directorships – Mr. Rajiv Ranjan Jha does not hold any directorship or any committee position in any other company.
Mr. Venkataraman Subramanian (DIN: 00357727)
Brief resume - Mr. Venkataraman Subramanian, aged 66 years, holds a degree in B.Com, C.A.I.I.B and is a retired officer of the Indian Administrative
Service. He joined the IAS, the premier service of the Government of India in 1971. Till his retirement in June, 2008 as the Secretary to the Government
in the Ministry of New and Renewable Energy, he occupied various important positions in the Government of West Bengal and the Government of India.
His rich experience both at the implementation level and policy making level cuts across various sectors like Finance, Aviation, Energy, Labour etc. Mr. V.
Subramanian was instrumental in the creation of the External Commercial Borrowings Division in the Ministry of Finance in the eighties and structured
many innovative financial deals for Indian Public Sector Enterprises. He was also the Adviser to the Government of Mozambique for three years (1990-
1993). He was also the Secretary to the State Government in the Departments of Power and Labour. As Additional Secretary and Financial Adviser in the
Ministry of Civil Aviation and Tourism (2000-2005) he was closely involved in policy formulation on Aviation and Tourism. He was on the Boards of Air
India, Indian Airlines, Airports Authority of India, Helicopters Corporation of India, Indian Tourism Development Corporation and a host of other PSEs.
He was also the Member-Secretary of the High level Committee to recommend a roadmap for the growth of aviation in India. Most of the
recommendations are being acted upon now. As Secretary in the Ministry of New and Renewable Energy, he undertook path breaking initiatives that
resulted in more than doubling the grid connected renewable power generation capacity in less than three years. He was also the Business
Development Adviser to the Council for Scientific and Industrial Research, till recently. Presently, he is the Secretary General of the Indian Wind Energy
Association. He is a founder – member of the Indian Renewable Energy Federation. He is a Director on the boards of leading Public and Private Sector
Companies. He is also a freelance consultant and well known speaker on "Renewable Energy" in various international conferences. Mr. V. Subramanian
is an Additional Director of the Company since September 25, 2014.
Shareholding and remuneration - Mr. V. Subramanian does not hold any shares in the Company. The details pertaining to number of Board meetings
attended and remuneration paid during the financial year 2014-15 have been provided in the Corporate Governance Report forming part of this Annual
Report.
Interse-relationship – Mr. V. Subramanian is not related to any of the Directors / Key Managerial Personnel of the Company.
Other Directorships - The details of other directorships and / or committee positions held by Mr. V. Subramanian are given as under:
Name of the Indian company in which Director Name of Committee in which Chairman / Member
SE Electricals Limited Audit Committee – Member
Suzlon Power Infrastructure limited Audit Committee – Member
Sundaram–Clayton Limited Audit Committee – Member
Remuneration Committee – Member
PTC Energy Limited Audit Committee – Member
Bhoruka Power Corporation Limited –
Windforce Management Services Private Limited –
Lanco Solar Energy Private Limited Audit Committee – Chairman
Enfragy Solutions India Private Limited –
GPS Renewables Private Limited –

Mrs. Pratima Ram (DIN: 03518633)

Brief resume – Mrs. Pratima Ram, aged 64 years, holds a masters degree in Arts from University of Virginia, USA, and is an experienced banker with
three decades in Corporate, International, Investment & Retail Banking. She has worked in India, USA and South Africa. Mrs. Pratima Ram held the
position of Chief General Manager and Country Head of the United States Operations of State Bank of India and prior to this she was the CEO of the
South African operations of the Bank based at Johannesburg. At SBI Capital Markets, she led the Corporate Advisory, M&A and Project Appraisal
business. At SBI, she also headed the Diamond Financing business of the Bank. On leaving the public sector, she joined private sector in the
infrastructure and Oil & Gas space as Group President Finance at Punj Lloyd Group having diversified operations in more than 15 countries. She later
was CEO and Whole Time Director of India Infoline Finance Ltd, a Non Banking Finance company focused on lending to small businesses, Real Estate and
Health Care sectors. She is currently an advisor to India Infoline Finance Ltd. She earlier held Board position in SBI California Ltd, USA and India Infoline
Finance Ltd, Mumbai. In Bangalore, she is on the Committee of Bangalore Chambers of Industry and Commerce on Health Care. She is on the Executive
Committee of Bangalore International Centre, an initiative of TERI, set up on the lines of India International Centre. When she was in USA, she was
actively involved with the activities of US-India Business Council & Asia Society and was an elected member of the executive committee of the Institute
of International Bankers, USA. Mrs. Pratima Ram is an Additional Director of the Company since March 27, 2015.
Shareholding and remuneration – Mrs. Pratima Ram does not hold any shares in the Company. The details pertaining to number of Board meetings
attended and remuneration paid during the financial year 2014-15 have been provided in the Corporate Governance Report forming part of this Annual
Report.
Interse-relationship – Mrs. Pratima Ram is not related to any of the Directors / Key Managerial Personnel of the Company.
Other Directorships - The details of other directorships and / or committee positions held by Mrs. Pratima Ram are given as under:
Name of the Indian company in which Director Name of Committee in which Chairman / Member
SE Forge Limited –
Havells India Limited –
Nandan Denim Limited Audit Committee – Member
Cura Healthcare Private Limited Audit Committee – Member
Deccan Gold Mines Limited Audit Committee – Member

Suzlon Energy Limited, Annual Report 2014-15 181

Notes:
 SUZLON ENERGY LIMITED
[CIN: L40100GJ1995PLC025447]
Regd. Office: “Suzlon”, 5, Shrimali Society, Near Shri Krishna Complex, Navrangpura, Ahmedabad-380009;
Tel.: +91.79.6604 5000; Fax: +91.79.2656 5540; website: www.suzlon.com; email id: investors@suzlon.com

PROXY FORM
(Form MGT.11)
[Pursuant to section 105(6) of Companies Act, 2013 and Rule 19(3) of the Companies (Management and Administration) Rules, 2014]

Name of the member(s) :

Registered Address :

Email ID :
Folio No. / Client ID :
DP ID :

I / We, being the member(s) of shares of the above named Company hereby appoint:

1. Name : E-mail Id :
Address :
Signature :

or failing him

2. Name : E-mail Id :
Address :
Signature :

or failing him

3. Name : E-mail Id :
Address :
Signature :

as my / our proxy to attend and vote (on a poll) for me / us and on my / our behalf at the Twentieth Annual General Meeting of the Company, to be
held on Monday, September 28, 2015 at 11 a.m. at J.B.Auditorium, AMA Complex, ATIRA, Dr. Vikram Sarabhai Marg, Ahmedabad-380015 and at any
adjournment thereof in respect of such resolutions as are indicated below:
Resolution Particulars Ordinary / Special
No. Resolution
1. To adopt Financial Statements, etc. for the financial year 2014-15 Ordinary Resolution
2. To reappoint Mr. Vinod R.Tanti as Director Ordinary Resolution
3. To reappoint Mr. Rajiv Ranjan Jha as Director Ordinary Resolution
4. To ratify the appointment of M/s. SNK & Co., Chartered Accountants and M/s. S.R.Batliboi & Co. LLP, Ordinary Resolution
Chartered Accountants as the Statutory Auditors of the Company for financial year 2015-16
5. To appoint Mr. Venkataraman Subramanian as an Independent Director Ordinary Resolution
6. To regularise Mrs. Pratima Ram, a nominee of State Bank of India as Director Ordinary Resolution
7. To approve remuneration of the Cost Auditors Ordinary Resolution
8. To contribute to bona fide and charitable funds, etc. in excess of limits provided under Section 181 of the Ordinary Resolution
Companies Act, 2013.
9. To issue Securities to the extent of Rs.5,000 Crores Special Resolution
10. To approve the appointment of Mr. Girish R.Tanti to a place of profit being the office of Chief Mentoring Special Resolution
Officer of SE Forge Limited, a wholly owned subsidiary of the Company
11. To approve appointment of Mr. Pranav T.Tanti to a place of profit being the office of Chief Executive Special Resolution
Officer of Sirocco Renewables Limited, a subsidiary of the Company
12. To approve variation in the terms of Special Employee Stock Option Plan 2014 for employees of the Company Special Resolution
13. To approve variation in the terms of Special Employee Stock Option Plan 2014 for employees of the Special Resolution
Company’s subsidiary company(ies)
14. To issue equity shares to the eligible employees of the Company under Employee Stock Option Plan 2015 Special Resolution
15. To issue equity shares to the eligible employees of the Company’s subsidiary company(ies) under Employee Special Resolution
Stock Option Plan 2015

Signed this _________ day of ___________ 2015 Affix Revenue

Stamp not less
Signature of shareholder: _______________________ than Rs. 0.15
Signature of proxy holder(s): _________________________

Note: This form of proxy in order to be effective should be duly completed and deposited at the Company’s Registered Office, not less
than 48 (Forty Eight) hours before the commencement of the Twentieth Annual General Meeting of the Company.
MAP OF VENUE OF THE TWENTIETH ANNUAL GENERAL MEETING
OF SUZLON ENERGY LIMITED [CIN:L40100GJ1995PLC025447]
J.B. Auditorium, AMA Complex, ATIRA, Dr. Vikram Sarabhai Marg, Ahmedabad - 380 015.

IIM Ahmedabad Textile Industries

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 SUZLON ENERGY LIMITED
[CIN: L40100GJ1995PLC025447]
Regd. Office: “Suzlon”, 5, Shrimali Society, Near Shri Krishna Complex, Navrangpura, Ahmedabad-380009;
Tel.: +91.79.6604 5000; Fax: +91.79.2656 5540; website: www.suzlon.com; email id: investors@suzlon.com

ATTENDANCE SLIP
Twentieth Annual General Meeting on Monday, September 28, 2015

DP ID / Folio No. / Client ID No. :

Full name and address of the shareholder :

No. of equity shares held :

Full name of proxy, in case proxy attending :

I / we hereby record my / our presence at the Twentieth Annual General Meeting of the Company, to be held on Monday, September 28,
2015 at 11 a.m. at J.B.Auditorium, AMA Complex, ATIRA, Dr. Vikram Sarabhai Marg, Ahmedabad-380015.

Signature of shareholder/proxy

E-voting Details

Event User ID Password

Process and Manner of remote e-voting

Pursuant to Clause 35B of the listing agreement and Section 108 of Companies Act, 2013 and Rules made thereunder, the Company is providing
facility for voting by electronic means (“remote e-voting”) to the shareholders of the Company to enable them to cast their votes electronically on
the items mentioned in the Notice. The facility for voting by ballot or polling paper shall also be made available at the Annual General Meeting and
the shareholders attending the meeting who have not already cast their vote by remote e-voting shall be able to exercise their right at the meeting.
The members who have already cast their vote by remote e-voting prior to the meeting may also attend the meeting but shall not be entitled to cast
their vote again.
The Company has appointed Mr. Ravi Kapoor, Practicing Company Secretary (Membership No.F2587 and Certificate of Practice No.2407) as the
Scrutinizer for conducting the remote e-voting process in a fair and transparent manner. E-voting is optional. The e-voting rights of the shareholders
/ beneficiary owners shall be reckoned on the equity shares held by them as on September 22, 2015, being the Cut-off date for the purpose.
The shareholders of the Company holding shares either in dematerialised or in physical form, as on the Cut-off date, may cast their vote
electronically. A person who is not a shareholder as on the Cut-off date should treat this Notice for information purposes only.
The process and manner for remote e-voting are as under:
1. The Company has entered into an arrangement with Karvy Computershare Private Limited (“Karvy”) for facilitating remote e-voting for
the ensuing Annual General Meeting. The instructions for remote e-voting are as under:
(i) Open your web browser during the voting period and navigate to ‘https://evoting.karvy.com’.
(ii) Enter the login credentials, i.e. user-id & password, mentioned on the Attendance Slip / Email forwarded through the electronic notice:
User-ID For shareholder(s)/ Beneficial Owner(s) holding Shares In Demat Form:-
a) For NSDL:- 8 Characters DP ID Followed By 8 Digits Client ID
b) For CDSL:- 16 Digits Beneficiary ID
c) For Members holding shares in Physical Form:- Folio Number registered with the Company
Password Your Unique password is printed on the AGM Attendance Slip / sent via email forwarded through the electronic
notice.
Captcha Enter the Verification code for Security reasons i.e., please enter the alphabets and numbers in the exact way as
they are displayed.
(iii) After entering these details appropriately, click on “LOGIN”.
(iv) Members holding shares in Demat / Physical form will now reach password change menu wherein they are required to mandatorily
change their login password in the new password field. The new password has to be minimum eight characters consisting of at least
one upper case (A-Z), one lower case (a-z), one numeric value (0-9) and a special character (like *, #, @, etc.). Kindly note that this
password can be used by the Demat holders for voting for resolution of any other company on which they are eligible to vote,
 provided that such company opts for e-voting through Karvy’s e-Voting platform. System will prompt you to change your password
and update any contact details like mobile #, email ID., etc on first login. You may also enter the Secret Question and answer of your
choice to retrieve your password in case you forget it. It is strongly recommended not to share your password with any other person
and take utmost care to keep your password confidential. Kindly ensure that you note down your password for future reference. In
case you forget it, you will need to go through 'Forgot Passward' option available on the Karvy's e-voting website to reset the same.
(v) You need to login again with the new credentials.
(vi) On successful login, system will prompt to select the ‘Event’, i.e. 'SUZLON ENERGY LIMITED'.
(vii) If you are holding shares in Demat form and had logged on to https://evoting.karvy.com and casted your vote earlier for any other
company, then your existing login id and password are to be used.
(viii) On the voting page, you will see Resolution Description and against the same the option ‘FOR/AGAINST/ABSTAIN’ for voting. Enter
the number of shares under ‘FOR/AGAINST/ABSTAIN’ or alternatively you may partially enter any number in ‘FOR’ and partially in
‘AGAINST’, but the total number in ‘FOR/AGAINST’ taken together should not exceed your total shareholding. If you do not want to
cast a vote, you may select ‘ABSTAIN’.
(ix) After selecting the resolution if you have decided to cast vote on the same, click on “SUBMIT” and a confirmation box will be
displayed. If you wish to confirm your vote, click on “OK”, else to change your vote, click on “CANCEL” and accordingly modify your
vote.
(x) Once you ‘CONFIRM’ your vote on the resolution, you will not be allowed to modify your vote.
(xi) Corporate / Institutional Members (corporate / FIs / FIIs / Trust / Mutual Funds / Banks, etc.) are required to send scanned copy (PDF
format) of the relevant Board resolution to the Scrutinizer through e-mail to ravi@ravics.com with a copy to evoting@karvy.com. The file
scanned image / pdf file of the Board Resolution should be in the naming format “Corporate Name”.
2. Once you have cast your vote on a resolution you will not be allowed to modify it subsequently. Kindly note that once you have cast your vote
you cannot modify or vote on poll at the Annual General Meeting. However, you can attend the meeting and participate in the discussions, if
any.
3. The Portal will remain open for voting from: 9.00 a.m. on September 25, 2015 to 5.00 p.m. on September 27, 2015 (both days inclusive).
The e-voting Portal shall be disabled by Karvy thereafter.
4. In case of any queries, you may refer the Frequently Asked Questions (FAQs) for shareholders and e-voting User Manual for shareholders
available at the download section of https://evoting.karvy.com. In case of any grievances, you may contact Mr. K.S.Reddy of Karvy
Computershare Private Limited at 040-67162222 or at 1800-3454-001 (toll free); email : einward.ris@karvy.com.
5. The Scrutinizer shall within a period not later than 3 (Three) days from the conclusion of the voting at the annual general meeting, first count
the votes cast at the annual general meeting, thereafter unblock the votes cast through remote e-voting in the presence of at least 2 (Two)
witnesses not in the employment of the Company. The Scrutinizer shall submit a consolidated Scrutinizer’s Report of the total votes cast in
favour of or against, if any, not later than 3 (Three) days after the conclusion of the annual general meeting to the Chairman of the Company.
The Chairman, or any other person authorised by the Chairman, shall declare the result of the voting forthwith.
6. The resolutions will be deemed to be passed on the Annual General Meeting date subject to receipt of the requisite number of votes in
favour of the resolutions.
7. The results declared along with the Scrutinizer’s Report(s) will be placed on the website of the Company (www.suzlon.com) and on Karvy’s
website (https://evoting.karvy.com) immediately after it is declared by the Chairman, or any other person authorised by the Chairman, and
the same shall be communicated to National Stock Exchange of India Limited and BSE Limited.
 ACROSS 19 COUNTRIES IN

6 CONTINENTS

20 YEARS
OF LEADERSHIP IN THE WIND INDUSTRY
 CIN: L40100GJ1995PLC025447
REGISTERED OFFICE: “Suzlon” 5, Shrimali Society, Near Shri Krishna Complex, Navrangpura, Ahmedabad - 380 009, India
Tel.: +91-79-6604 5000 / 2640 7141 Fax: +91-79-2656 5540 / 2644 2844
GROUP HEADQUARTERS: One Earth, Hadapsar, Pune - 411 028, India
Tel.: +91-20-6702 2000 / 6135 6135 Fax.: +91-20-6702 2100 / 6702 2200
Website: www.suzlon.com