About
Suzlon Energy Ltd
Suzlon Energy Limited (SEL) is India's largest renewable energy solutions provider with presence in 17 countries across six continents. The company is engaged in the business of design, development, manufacturing and supply of wind turbine generators (WTGs). The Company has a strong presence across the entire wind value chain with a comprehensive range of services to build and maintain the projects, which include design, supply, installation, commissioning of the project and dedicated life cycle asset management services.
SE Forge, a wholly-owned subsidiary of Suzlon Energy, incorporated in 2006, has an un-machined casting capacity of 1,20,000 metric tonnes, machining capacity of 55,000 metric tonnes and forging capacity of 42,000 rings per annum. Suzlon Global Services Limited (SGSL), another wholly-owned subsidiary of Suzlon Energy is the custodian of over 11.9 GW of wind assets under service in India making it the 2nd largest operations and maintenance company (over 8,000 turbines) in Indian power sector. The Group also has around 4GW of wind assets under service outside India. Suzlon has its research and development centres for Wind energy in Germany, Denmark, The Netherlands and India.
Suzlon Energy Ltd was incorporated in the year April 10th, 1995. The company began with a wind farm project in Gujarat with a capacity of just 3 MW. In the year 1997, Det Norse Veritas (DNV) certified Suzlon Group with the coveted ISO 9001/2 certification. In the year 1998, the company formed Suzlon Developers Pvt Ltd and Suzlon Wind Farm Services Pvt Ltd. They bagged their first order of Ghodawat Pan Masala Products in the state of Maharashtra. They made their debut entry in Maharashtra by commissioning their first Wind Turbine in Maharashtra.
In the year 1999, the company commissioned their first wind turbine in Tamil Nadu. The company was awarded the prestigious contract from Tata Finance Ltd and Bajaj Auto Ltd, the turnkey wind farm project in Maharashtra.
In the year 2000, the company commissioned their first 50 MW at Vankhusavade, Maharashtra and formed the Suzlon Green Power Limited. Also, the company's first megawatt wind turbine generator was commissioned for Niskalp Investments, a Tata Group Company.
In the year 2001, the company started one wholly owned subsidiary company under the name of AE Rotor Holding B.V; The Netherlands. In October 2001, they commenced Suzlon Wind Energy Corp, USA a wholly owned subsidiary of the company. In November 2001, they formulated Suzlon Energy GmbH, Germany, a wholly owned subsidiary of the company.
In the year 2003, the company commissioned their first Wind Turbine in USA. They opened their representative office in Beijing. Composite Centre International conferred the Export Excellence Award to the company at the International Exposition India Composites 2003 in Hyderabad. In the year 2004, the company set up a wholly owned subsidiary company in Australia under the name of Suzlon Energy Australia Pty Ltd. In March 2004, the company set up their maiden imprint in the State of Karnataka by commissioning 3.75 MW wind power project for MSPL, a major mining company.
In August 10, 2005, the company incorporated Suzlon Rotor Corporation, USA. The company bagged the maiden Korean Order by signing the contract for 14.7 MW WPP for Jeju Wind Farm Project by tying up with Unison Co. Ltd, Korea's largest and most experienced developer.
In the year 2006, the company signed the Framework Agreement with Edison Mission Group to supply 157.5 MW whereby securing a major International repeat Order. This consists of 75 m/cs of the S-88 - 2.1 MW turbines. In March 2006, the company made a strategic acquisition of Hansen Transmission International NV, Belgium one of the worlds largest wind energy & industrial Gearbox manufacturer through their subsidiary Rotor Holding B.V.
In the year 2006, the company made their maiden foray in Australia by signing the contract to build Australia's largest Wind Farm Project for Australia Gas & Light (AGL) Company. Also, they entered the European market by bagging the Portugal Order and signed the contract for 39.9 MW Wind Turbine Capacity with TECNEIRA - Tecnologias Energeticas, SA in the Penamacor region of Portugal.
The company was awarded the Best Manufacturer of the Year 2006, followed by the Best Company in Corporate Social Responsibility Award at the Wind India Conference in Pune. The company was also ranked as the second leading company in the 'Best Service Provider among Manufacturers' in the same conference. In December 2006, the company signed the turnkey contract with British Petroleum for setting up a 40 MW wind power project in Maharashtra whereby becoming the only Indian manufacturer to attract Foreign Direct Investment in the Indian Wind Energy Sector.
In March 2007, the company commissioned their first 2.1 MW capacity turbine in 'Down Under' - Australia. Also, they completed the V3 S88 Test Turbine installation. The company signed a major new order with DLF Limited, one of India's leading infrastructure companies, for 150 MW wind turbine capacity. They commissioned their first 600 KW turbine at site at Agali, in Kerala.
In February 2008, they formed step-down wholly owned subsidiary company, SE Drive Technik GmbH, Germany. Also, they company in joint venture with REpower Systems AG, Germany established a new company, namely, Renewable Energy Technology Centre GmbH in Hamburg, Germany In April 2008, In June 2008, the company acquired the Areva's total stake of approx 30% in REpower Systems AG of Germany.
During the year 2008-09, Suzlon acquired a 37.82% stake of REpower Systems AG ('REpower') thereby increasing its holding in REpower to 73.65%. The company entered into the Sri Lankan wind energy market by striking a deal with Senok Wind Power Pvt Ltd. The company's China subsidiary, Suzlon Energy (Tianjin) Ltd (SETL) entered into an agreement with Inner Mongolia North Longyuan Wind Power Corporation, for establishing a World Bank funded, 100 MW wind farm project. Also, the company's subsidiary commissioned their first turbine in Brazil for SIIF Cinco Ltd.
During the year, the company through their subsidiaries got new orders in Spain from Wigep Andalucia S.A. and in Nicaragua from Arctas Capital Group LP. They commissioned their first Wind Turbine Generator (WTG) using Concrete Tower Technology. They entered into an MoU with TERI University for setting up and offering an M-Tech Programme in Renewable Energy Engineering and Management.
During the year, the company's subsidiaries incorporated in special economic zones (SEZ) namely Suzlon Wind International Ltd (Nacelle assembly unit), SE Composites Ltd (Rotor Blade unit), SE Electricals Ltd (previously known as Suzlon Electricals International Ltd) (Generator & Control Panel unit) and SE Forge Ltd (Foundry and Forging unit) commenced their commercial operations.
During the year, SE Solar Pvt Ltd became a wholly owned subsidiary of Suzlon Wind International Ltd and in turn became a step-down subsidiary of the company. Sunrise Wind Project Pvt Ltd became a wholly owned subsidiary of Hansen Drives Pte Ltd and in turn, became a step-down subsidiary of the company. Also, the company through their subsidiary sold 67,010,421 shares (10% of the equity base) in Hansen Transmissions International NV (Hansen) to funds managed by Ecofin Ltd (Ecofin), a London based specialized investment firm. Post disposal, Suzlon had a voting and economic interest in Hansen of 61.28%.
During the year, the company sold their subsidiary Suzlon Energy GmbH and Suzlon Windpark Management GmbH to its step subsidiary Tarilo Holding B.V. and thereafter merged Suzlon Windkraft GmbH into Suzlon Energy GmbH to facilitate effective management of research and development activities.
During the year 2009-10, Shubh Realty (Gujarat) Pvt Ltd became a wholly owned subsidiary of Suzlon Infrastructure Services Ltd and, in turn, became a step-down subsidiary of the company. RPW Investments, SGPS, S.A., Valum Holding B.V., Suzlon Wind Energy Bulgaria EOOD, Suzlon Wind Energy BH - Bosnia, Suzlon Energy Australia RWFD Pty Ltd, Einundzwanzigste Vittorio Verwaltungs GmbH, Age Pargue Eolico EL Almendro, S.L. REpower Rep Ventures Portugal S.A. became subsidiaries of the company.
The company through their subsidiaries acquired an additional 16.85% stake of REpower Systems AG (REpower) thereby increasing their holding in REpower to 90.50%. The company's share holding through their subsidiary in Hansen Transmissions International NV (Hansen) reduced to 26.06% and Hansen ceased to be a subsidiary of the company, subsequent to sale of 35.22% shareholding.
During the year 2010-11, Suzlon Wind Energy South Africa PTY Ltd., Suzlon Energy Australia CYMWFD Pty. Ltd., Sure Power LLC, Renewable Energy Contractors Australia Pty. Ltd., REpower Systems Polska Sp.zo.o, REpower Systems Scandinavia AB, REpower Portugal - Sistemas Eolicos, S.A., Ventipower S.A. and RiaBlades S.A. became step down subsidiaries of the company. Also, Windpark Meckel/Gilzem GmbH & Co KG ceased to be subsidiary of the company and Sister - sistemas e Technologia de Energias renovaveis Lda was liquidated.
In January 2011, the company signed a memorandum of understanding (MoU) with the Government of Gujarat to develop 1,000 megawatt (MW) of new wind power capacity in the state over the next three years. In May 2011, the company signed a contract with African Clean Energy Developments (ACED) for the supply and full EPC for 76 of Sulzon's S88 - 2 MW series turbines, with an option for ACED to acquire an additional 124 turbines for the Cookhouse Wind Energy Facility.
In June 2011, the company received a new order from the National Aluminium Company Limited (NALCO) to set up, operate and maintain 50.4 MW of wind energy projects in Andhra Pradesh. In July 2011, the company received a new order from Chennai based Orient Green Power Company Limited (OGPL), for over 100 megawatts (MW) of wind power projects. In August 2011, the company won a second order from the Indian Oil Corporation Ltd to set up, operate and maintain wind energy projects of 48.3 MW in the state of Andhra Pradesh, India. Also, they won a repeat order from the Malpani Group to set up, operate and maintain projects totaling 29.70 MW.
In October 2011, the company bagged an order from gas utility major GAIL (India) Limited for its wind energy project to be commissioned in Karnataka in 2012. The order is for 17 units of Suzlon's S82 - 1.5 MW wind turbines. In November 2011, the company received 23 MW order from Gail (India) Ltd. The order consists of 11 units of Suzlon's S88 - 2.1 MW wind turbines, to be commissioned in the states of Tamil Nadu and Karnataka by the end of the financial year 2011-12.
In January 2012, the company secured over 1 GW of orders for its S9X suite of wind turbines. In March 2012, the company signed a global strategic partnership agreement with CGN Wind Energy Co Ltd (CGNWE). CGNWE is a wholly owned subsidiary of China Guangdong Nuclear Power Group. The agreement calls for the development of 800 MW of domestic and international projects over the next three years.
In 2012, Suzlon Energy commenced the maiden commissioning of its Amherst Project in Nova Scotia, Canada, deploying the latest S9X product series. During the year under review, Suzlon announced the launch of its newest wind turbine generator (WTG), the S111-2.1 MW, the latest generation of the 2.1 MW fleet designed for low wind speed sites and becoming the highest-yielding IEC Class III wind turbine of any comparable class machine.
In 2014, Suzlon Energy erects its first S97-2.1 MW WTG, built with a hybrid tower (including lattice/tubular combination) at 120 m height in Jamanwada, Gujarat.
In 2015, Suzlon Energy commissioned its 10,000th WTG at the Artilleros wind farm in Uruguay. During the year under review, Suzlon Energy signed definitive agreements with Dilip Shanghvi Family and Associates (DSA) for equity investments of Rs 1800 crore in Suzlon Energy Limited to accelerate growth. During the year under review, Suzlon Energy completed the testing, carried out by an independent third party agency, of the 50 Hz and 60 Hz variants of its S111-2100kW WTG.
On 14 April 2016, Suzlon Energy announced that it has successfully repaid in cash, Foreign Currency Convertible Bonds (FCCBs) worth US$ 28.8 million in principal amount, along with the applicable 8.7% redemption premium. This was part of the 5% April 2016 FCCB series, which have now been redeemed in full and will cease to exist. The repayment has been made in accordance with the terms and conditions of the FCCBs.
On 20 October 2016, Suzlon Energy inaugurated its newest state-of-the-art, aerodynamic technology rotor blade manufacturing facility at Badnawar in Dhar district, Madhya Pradesh. The facility, spread across 19 acres, has an annual production capacity of 400 MW and will manufacture rotor blades for its latest S111 2.1 MW turbine.
In 2017, Suzlon Energy crossed 11 GW of wind energy capacity installation mark in India. On 14 July 2017, Suzlon Energy announced the filing of voluntary liquidation of its Brazilian subsidiary Suzlon Energia Eolica do Brasil Ltda. (SEOB). SEOB has taken this decision after carefully considering all options and as a consequence of multiple factors that are unique to Brazil. SEOB was established to manage business opportunities in Brazil in 2006.
As on March 31, 2018, the Company has 54 subsidiaries and 1 joint venture.
On 13 March 2018, Suzlon Energy announced the installation and commissioning of its new product, S128; the largest wind turbine generator (WTG) in India. The first prototype of S128 has been commissioned at the Sanganeri, site in Tamil Nadu. The S128 wind turbine generator is the latest addition to Suzlon's product portfolio and features the time tested Doubly Fed Induction Generator (DFIG) technology. It also consists of the country's largest rotor blade measuring 63 meters and has a rotor diameter of 128 meters.
On 15 March 2018, Suzlon Energy announced that it has completed the commissioning of 340 MW solar power turnkey projects across sites in the state of Telangana (210 MW), Rajasthan (60MW) and Maharashtra (70MW). The projects have been executed over a period of time, concluding in Q4 FY18. The projects have been executed by combination of joint ventures or formation of Special Purpose vehicles (SPVs) with various partners.
On 21 March 2018, Suzlon Energy announced that it has designed and manufactured the country's longest wind turbine blade at its Padubidri Rotor Blade Unit. The advanced blade (SB 63) measures 63 meters in length and has been specifically developed for Suzlon's new S128 wind turbine family with a rotor diameter of 128 meters, 1.5 times taller than the India Gate monument in terms of height.
On 16 April 2018, Suzlon Energy announced that it has commissioned 626 MW of wind power projects in the financial year 2017-18 (FY18), the highest installations by any player during the fiscal.
On 11 September 2018, Suzlon Energy and CLP India, one of the largest foreign investors in the Indian power sector, announced a joint venture for two solar projects of 50 MW and 20 MW in Dhule, Maharashtra. As per the agreement signed between CLP India and Suzlon Group, CLP India has agreed to acquire 49% stake in Gale Solarfarms Limited and Tornado Solarfarms Limited, two special purpose vehicles (SPV) set-up by Suzlon. CLP India has the option to acquire the balance 51% stake in the future. Suzlon is responsible to provide comprehensive operation and maintenance services for these projects that are already commissioned.
During FY18, the Company signed share purchase agreements in respect of domestic SPVs: namely, Shanay Renewables Limited and Saroja Renewables Limited for sale of 100% equity stake to Skeiron Renewable Energy Private Limited. Rajat Renewables Limited and Kanak Renewables Limited for sale of 100% equity stake to Shruti Power Projects Private Limited (a wholly owned subsidiary of ReNew Power Ventures Private Limited). This sale is part of the trade practice of forming special purpose vehicles for setting-up of wind turbine projects and selling them to the customers.
In FY18, the Company had initiated a Composite Scheme of Amalgamation and Arrangement involving merger of three wholly owned subsidiaries, namely, SE Blades Ltd, SE Electricals Ltd and Suzlon Wind International Ltd into the Company, and demerger of tubular tower manufacturing division of another wholly owned subsidiary, namely, Suzlon Structures Limited (now known as Suzlon Global Services Limited), into the Company. The Honourable National Company Law Tribunal (NCLT), Ahmedabad Bench, has approved the Composite Scheme of Amalgamation and Arrangement between SE Blades Ltd, SE Electricals Ltd and Suzlon Wind International Ltd (collectively referred to as the Transferor Companies / Amalgamating Companies) and Suzlon Structures Ltd (now known as Suzlon Global Services Ltd) (the Demerging Company) with Suzlon Energy Ltd (the Transferee Company / Resulting Company) and their respective shareholders and the creditors vide order dated May 31, 2017 and the Scheme has become effective from June 1, 2017 from the respective appointed dates, i.e. January 1, 2016 for merger and April 1, 2016 for demerger, consequent upon filing of the certified copy of the Order issued by the NCLT, Ahmedabad Bench, with the Registrar of Companies, Gujarat.During the financial year under review, the Company signed Slump Sale Agreement on March 31, 2018 with Suzlon Gujarat Wind Park Limited (SGWPL), a step down wholly owned subsidiary of the Company, for transfer of the wind turbine generator undertakings (WTG undertakings), along with all the assets and liabilities pertaining to the WTGs of Company as a going concern on a slump sale basis, for purpose of moving towards consolidating the Company's power production business in SGWPL. The said WTG undertakings were earlier transferred to the Company pursuant to the merger of its subsidiaries with Company.
In FY 2018-19, the Company commissioned second 8.4 MW captive wind power project for Hindustan Aeronautics Ltd. (HAL) at Bagalkot, in Karnataka. It installed and commissioned the first prototype of S120 - 140 m - India's meters (m) tallest Wind Turbine Generator (WTG) with a Hybrid Concrete Tubular (HCT) Tower -steel at Tirunelvelli in Tamil Nadu. It sold entire stake in SE Solar Limited, Amun Solarfarms Limited, Avighna Solarfarms Limited, Prathamesh Solarfarms Limited, Rudra Solarfarms Limited, Gale Solarfarms Limited and Tornado Solarfarms Limited, which ceased to be the subsidiaries of the Company during FY 2018-19. It further commenced the sale of stake in Heramba Renewables Limited, Shreyas Solarfarms Limited, Aalok Solarfarms Limited and Abha Solarfarms Limited and ceased to be the subsidiaries of the Company.
In FY 2019-20, the Company installed and commissioned the first prototype of 2.6 MW S129 - 140m. It also commissioned 2.8 MW S133 - 105m - the largest Wind Turbine Generator (WTG) in India at Sanganeri in Tamil Nadu.
In FY 2020-21, Company launched a new turbine model S133 in 2 variants viz., 140m Hybrid Tubular-Lattice tower and 160m Hybrid Tubular-Lattice tower.
During the year 2022-23, the merger of Suzlon Power Infrastructure Limited (SPIL), a wholly owned subsidiary of the Company with Suzlon Global Services Limited (SGSL) became effective on September 29, 2022, and accordingly, the business undertaking of SPIL was merged into SGSL from the appointed date, i.e. April 1, 2020. Similarly, the Demerger by transfer and vesting of Project Execution Business and Power Evacuation Business of Suzlon Gujarat Wind Park Limited ('SGWPL'), a step down wholly owned subsidiary of the Company, into SGSL was transferred to SGSL from the appointed date, i.e. April 2, 2020. SGL, a subsidiary of the Company, ceased to be the subsidiary of the Company pursuant to completion of divestment of the Company's 75% stake in SGL to Voith Turbo Private Limited on April 7, 2022; and Vayudoot Solarfarms Limited, a subsidiary of the Company, ceased to be the subsidiary of the Company pursuant to transfer of its entire 51.05% shareholding to Aries Renewables Private Limited on December 3, 2022.
In 2022-23, Suzlon Energy became the first Indian Wind Energy company to reach over 20 GW of worldwide Wind Energy installations. In FY23, Suzlon commissioned the first proto of its new S144 model.
Suzlon Energy Ltd
Chairman Speech
Dear Stakeholders,
It is an honour to write my first letter to you as the Chairman and Managing Director
of the Suzlon Group. The Suzlon Group, founded with a deep understanding of the
environment and sustainable development, has been at the forefront of Renewable Energy as
a key solution provider since its inception. We have consistently recognised the growing
threats of climate change and have responsibly adapted, innovated, and reshaped our
business and products to help economies and industries address these challenges.
Climate change poses one of the biggest risks that humanity faces today. Addressing
climate change is not only an environmental imperative but also a global responsibility.
If we fail to take urgent action to reduce our greenhouse gas emissions, we will face
increasingly severe consequences, including more frequent and intense natural disasters,
crop failures, and disruptions to global supply chains leading to widespread catastrophes
of health, food, water, and energy. The Intergovernmental Panel on Climate Change (IPCC)
indicates that greenhouse gas (GHG) emissions need to be cut by 43% by 2030. Although
countries are making ambitious efforts to reduce global greenhouse gas emissions, the
progress could be outpaced and insufficient to limit global temperature rise to 1.5
degrees Celsius by the end of the century, as suggested by the United Nations
Intergovernmental Panel on Climate Change.
As recognised unanimously by the world, climate change in the No. 1 crisis for humanity
and Renewable Energy is the most viable weapon to combat it while creating a sustainable
future where harmony is restored between people and the planet. Scalable new technologies
and nature-based solutions allow us to leapfrog into a cleaner, more resilient world.
Today, renewables have become one of the lowest-cost sources of electricity, making them
not just a climate imperative but also a commercially viable choice. Now, all we need is
to ramp up our efforts and investments rapidly to accelerate this transition to outpace
the devastation of climate change.
Renewable Energy - Global Outlook
The Wind Energy sector has recently surpassed a significant milestone of 1 terawatt
(TW) of installed capacity, a result of nearly four decades of relentless effort. As per
industry projections, it is very likely that the next terawatt will be reached in less
than ten years, which would be a significant ramp-up. The energy and climate policies
being implemented by major economies worldwide, demonstrate a remarkable level of ambition
and commitment to supporting Wind Energy and other Renewable Energy sources. These
developments signal a promising future for the growth and advancement of Renewable Energy
and Renewable Energy Technologies propelling the industry to redefine and forge innovative
partnerships with governments, cities, communities, investors, and customers.
In CY22, the global Wind Energy sector witnessed connectivity of 77.6 GW of new
capacity to power grids worldwide, representing a year-on-year growth of 9%, marking the
third-highest year in history in terms of new installations. This growth was attained
despite economic challenges and disruptions in the global supply chain, further compounded
by global health and energy crises. Specifically, the onshore wind market contributed 68.8
GW of new capacity worldwide, while the offshore wind sector connected an additional 8.8
GW to the grid last year.
The simultaneous imperative of secure and affordable energy supply while meeting
climate targets has ensured that the mid-term outlook for Wind Energy is exceptionally
promising, with a projected doubledigit growth rate of 15%. Global Wind Energy Council
(GWEC) anticipates that an impressive 680 GW of new wind power capacity will be added over
the next five years. This translates to an average of over 136 GW of new installations
annually until 2027, signalling sustained momentum and expansion in the sector.
In addition to the multiple benefits of clean energy beyond decarbonising economies
which include promoting sustainable growth, providing energy security, and reducing
dependence on depleting sources of fossil fuels, this transition is projected to create
approximately 10.3 million net jobs worldwide by 2030.
As per Bloomberg NEF reports, global investments in the low-carbon energy transition
reached an astounding $1.1 Trillion in CY22, setting a new record and showcasing
significant acceleration compared to the previous year thereby enabling the Renewable
Energy sector, encompassing wind, solar, biofuels, and other renewables, to retain its
position as the largest recipient. Notably, in CY22 the electrified transport sector,
encompassing expenditures on electric vehicles and associated infrastructure, came close
to renewables in terms of investment with a substantial $466 being allocated to
electrified transport, reflecting an impressive year-on-year growth rate of 54%. This
surge in investment signals a growing focus on decarbonising the transportation sector and
transitioning to electric mobility which in turn could open up one of the largest avenues
of growth for clean electricity to support global net-zero ambitions.
Renewable Energy - India Outlook
India holds the fourth position in the world for Renewable Energy Installed capacity,
including Large Hydro. It also ranks fourth in both Wind Power capacity and Solar Power
capacity.
India's announcement of its ambitious goals of installing 500 GW of non-fossil fuel
capacity by 2030, achieving net-zero emissions by 2070 and meeting fifty percent of its
electricity needs from Renewable Energy sources by 2030, marks a momentous milestone in
the global effort against climate change. Within these goals MNRE (Ministry of New and
Renewable Energy) has set a target of 100 GW of Wind Energy installations by 2030. There
is also a huge potential of about 127 GW from offshore installations along the country's
7,600 kms long coastline. In May 2023, India's installed Renewable Energy capacity stood
at 173.6 GW amounting to 41.4% of the overall installed power capacity in the country.
Within Renewable Energy, the contribution of Wind Energy of over 42.8 GW currently stands
at 24.6%.
To meet India's 500 GW Renewable Energy target and tackle the annual issue of fossil
fuel demand- supply mismatch, the Ministry of Power has identified 81 thermal units which
will replace coal with Renewable Energy generation by 2026. 100% FDI allowed in the power
sector has boosted FDI inflow in this sector taking it to US $16.57 Billion between
April-December 2022.
The Government has also announced its intent to invite bids for 50 GW of Renewable
Energy capacity annually for the next five years, i.e., from FY23-24 to FY27-28. These
annual bids of ISTS (Inter-State Transmission) connected Renewable Energy capacity will
also include setting up of Wind Energy capacity of at least 10 GW per annum. Expanding
clean energy has huge employment and economic advantage. Reaching its goal of 500 GW of
non-fossil fuel energy sources by 2030, India can create 3.4 million new clean energy
jobs. A large chunk of these jobs will likely be local employment opportunities, bringing
transformation closer to remote communities.
Given the commercial viability of Indian renewables and the conducive policy
environment, Indian corporates and industry at large has started participating in green
energy adoption and acceleration with great enthusiasm. I believe that we are very well
positioned as a country to showcase to the world how the battle against climate change can
be won while powering growth, thereby firmly establishing India as a central force on the
global energy transition map.
Technology and Innovation:
Suzlon Setting the Standard
Suzlon, a pioneer in India's Renewable Energy sector, thrives on innovation and
continuous R&D, making green power accessible to all. Our focus is on reducing
Levelised Cost of Energy (LCoE), enhancing efficiency, and maximising energy output. The
Suzlon 3.x MW S144 series, is a large wind turbine platform which is a remarkable
evolution that targets low wind sites, delivers higher energy yield, features a 144-metre
rotor diameter, and has local content up to 85-90%, aligning with our vision of
'Aatmanirbhar Bharat'.
The S144 wind turbine, extendable to 3.15 MW, reaching 160 meters, showcases our
ability to optimise wind resources at higher altitudes. These turbines use our
cutting-edge SB 70.5 carbon fibre blade, excelling in low-wind sites, significantly
boosting generation yield per unit of land. This technology is poised to accelerate Wind
Energy installations in India, powering the nation's sustainable growth.
Going forward our technology focus will stay aligned with market requirements of
supporting round-the- clock (RTC) Renewable Energy power plants, wind- solar hybrid power
plants, Renewable Energy power plant management systems and integrated Renewable Energy
solutions for green hydrogen and green fuels.
Rural and Micro Economic Stimulation for Nation-Building
Renewable Energy inherently has a transformative ripple effect throughout local
industries and communities, with benefits far beyond its immediate impact. The switch to
decentralised electricity generation is a game-changer, fostering a dynamic shift of power
from urban centres to rural areas. This transformation has not only invigorated
agriculture by improving availability and access to electricity but has also stimulated
rural and micro economies.
Wind Energy projects have a large geographic spread compared to conventional power
projects thereby creating a positive wave of development and growth across several
villages that we touch in one sweep. Local job creation, stimulating rural businesses and
commerce, upskilling local human assets, logistics and infrastructure development as well
as connecting these centres through a network of roads to the commercial mainstream have
been continual and sustained benefits over our 28 years of Suzlon operations. Increase in
digitisation and high-quality communications networks in these remote areas have connected
hundreds of remote Indian villages to the world redefining every aspect of their lives.
I derive great satisfaction from the fact that almost 80% of all jobs at our operating
sites are local jobs. For every engineering job at our sites, we create one supporting job
which is staffed by local people in addition to several local engineers joining our teams
as well. Throughout our project footprint we have seen a consistent increase in rural
education access, value job creation, increase in income and elevation in quality of life
ultimately fostering the essence of self-reliance and security.
Clean energy jobs have the possibility of greatly improving livelihoods, building
climate resilience, and supporting India's national clean energy and employment goals, all
at the same time.
The Future is Green
As India's growth story unfolds, the demand for energy and resources is expected to
rise. India is the third-largest producer and consumer of electricity worldwide. Factors
such as a growing population, expanding electrification efforts, and increasing per-
capita energy consumption are expected to provide further momentum to the power sector.
These trends highlight the immense potential and opportunities for investment and
development in the industry.
Over the past 20 years, energy consumption has doubled, and it is projected to increase
by at least 25% by 2030. Currently, India imports over 40% of its primary energy
requirements, amounting to more than USD 90 Billion annually. Sectors like mobility and
industrial production heavily rely on imported fossil fuels. Therefore, it is crucial to
shift towards technologies that promote a greater share of renewable sources in the energy
mix and gradually reduce dependence on fossil fuels.
Green hydrogen, produced using Renewable Energy, has the potential to play a key role
in low-carbon and self-reliant economic pathways. It can enable the utilisation of
domestically abundant Renewable
Energy resources across regions, seasons, and sectors, serving multiple purposes as
fuel, or industrial feedstock. In sectors such as petroleum refining, fertiliser
production, and steel manufacturing, hydrogen derived from renewable sources can directly
replace fossil fuel-derived feedstock while hydrogen-fuelled long-haul automobiles and
marine vessels will drive significant decarbonisation in the mobility sector.
Wind-Solar hybrid power plants offer an optimal solution to meet the growing demands of
stakeholders, consumers, and utilities by providing a reliable round- the-clock Renewable
Energy source. Promising options include wind-solar-battery power plants or wind-solar-gas
power plants. Wind-solar hybrid projects with optimal configuration have the potential to
achieve high Plant Load Factors (PLFs), surpassing 60%, making them highly viable. With
efficient energy storage solutions, this PLF can even reach up to 80%. Implementing
efficient and integrated hybrid Renewable Energy systems can accelerate our transition
toward a sustainable future. It represents one of the most effective approaches to unlock
the true potential of renewables, aligning with our aspirations for green ammonia, green
hydrogen, and e-mobility requirements.
Road Ahead
As India's leading Renewable Energy solutions provider, Suzlon is committed to partner
and catalyse India's energy transition journey. With the rapid ramp-up of Renewable Energy
installations, deeper penetration of renewables in our economy and wider adoption of clean
energy as a nation, Suzlon, is committed to providing world-class, innovative, and
integrated Renewable Energy solutions to power our nation's growth. With nearly three
decades of extensive experience and expertise in harnessing the winds across India's
varied wind regime, we have created strong fundamentals to build India's energy transition
story of the future.
At Suzlon, we recognise the tremendous opportunity and responsibility that this decade
has entrusted us with, as we look at various emerging opportunities, new market segments,
and an expanding role for us in the world's energy transition endeavours, in accordance
with the expectations of our stakeholders.
As we look forward to leading the Indian Wind Energy market, I eagerly anticipate your
active participation and support in our mission to establish an India driven by clean,
Sustainable Energy. By doing so, we can unlock our nation's immense potential to create a
brighter future and a stronger nation for upcoming generations, while contributing to a
better world at large.
Best Wishes
Vinod R. Tanti
Chairman and Managing Director
Suzlon Energy Ltd
Company History
Suzlon Energy Limited (SEL) is India's largest renewable energy solutions provider with presence in 17 countries across six continents. The company is engaged in the business of design, development, manufacturing and supply of wind turbine generators (WTGs). The Company has a strong presence across the entire wind value chain with a comprehensive range of services to build and maintain the projects, which include design, supply, installation, commissioning of the project and dedicated life cycle asset management services.
SE Forge, a wholly-owned subsidiary of Suzlon Energy, incorporated in 2006, has an un-machined casting capacity of 1,20,000 metric tonnes, machining capacity of 55,000 metric tonnes and forging capacity of 42,000 rings per annum. Suzlon Global Services Limited (SGSL), another wholly-owned subsidiary of Suzlon Energy is the custodian of over 11.9 GW of wind assets under service in India making it the 2nd largest operations and maintenance company (over 8,000 turbines) in Indian power sector. The Group also has around 4GW of wind assets under service outside India. Suzlon has its research and development centres for Wind energy in Germany, Denmark, The Netherlands and India.
Suzlon Energy Ltd was incorporated in the year April 10th, 1995. The company began with a wind farm project in Gujarat with a capacity of just 3 MW. In the year 1997, Det Norse Veritas (DNV) certified Suzlon Group with the coveted ISO 9001/2 certification. In the year 1998, the company formed Suzlon Developers Pvt Ltd and Suzlon Wind Farm Services Pvt Ltd. They bagged their first order of Ghodawat Pan Masala Products in the state of Maharashtra. They made their debut entry in Maharashtra by commissioning their first Wind Turbine in Maharashtra.
In the year 1999, the company commissioned their first wind turbine in Tamil Nadu. The company was awarded the prestigious contract from Tata Finance Ltd and Bajaj Auto Ltd, the turnkey wind farm project in Maharashtra.
In the year 2000, the company commissioned their first 50 MW at Vankhusavade, Maharashtra and formed the Suzlon Green Power Limited. Also, the company's first megawatt wind turbine generator was commissioned for Niskalp Investments, a Tata Group Company.
In the year 2001, the company started one wholly owned subsidiary company under the name of AE Rotor Holding B.V; The Netherlands. In October 2001, they commenced Suzlon Wind Energy Corp, USA a wholly owned subsidiary of the company. In November 2001, they formulated Suzlon Energy GmbH, Germany, a wholly owned subsidiary of the company.
In the year 2003, the company commissioned their first Wind Turbine in USA. They opened their representative office in Beijing. Composite Centre International conferred the Export Excellence Award to the company at the International Exposition India Composites 2003 in Hyderabad. In the year 2004, the company set up a wholly owned subsidiary company in Australia under the name of Suzlon Energy Australia Pty Ltd. In March 2004, the company set up their maiden imprint in the State of Karnataka by commissioning 3.75 MW wind power project for MSPL, a major mining company.
In August 10, 2005, the company incorporated Suzlon Rotor Corporation, USA. The company bagged the maiden Korean Order by signing the contract for 14.7 MW WPP for Jeju Wind Farm Project by tying up with Unison Co. Ltd, Korea's largest and most experienced developer.
In the year 2006, the company signed the Framework Agreement with Edison Mission Group to supply 157.5 MW whereby securing a major International repeat Order. This consists of 75 m/cs of the S-88 - 2.1 MW turbines. In March 2006, the company made a strategic acquisition of Hansen Transmission International NV, Belgium one of the worlds largest wind energy & industrial Gearbox manufacturer through their subsidiary Rotor Holding B.V.
In the year 2006, the company made their maiden foray in Australia by signing the contract to build Australia's largest Wind Farm Project for Australia Gas & Light (AGL) Company. Also, they entered the European market by bagging the Portugal Order and signed the contract for 39.9 MW Wind Turbine Capacity with TECNEIRA - Tecnologias Energeticas, SA in the Penamacor region of Portugal.
The company was awarded the Best Manufacturer of the Year 2006, followed by the Best Company in Corporate Social Responsibility Award at the Wind India Conference in Pune. The company was also ranked as the second leading company in the 'Best Service Provider among Manufacturers' in the same conference. In December 2006, the company signed the turnkey contract with British Petroleum for setting up a 40 MW wind power project in Maharashtra whereby becoming the only Indian manufacturer to attract Foreign Direct Investment in the Indian Wind Energy Sector.
In March 2007, the company commissioned their first 2.1 MW capacity turbine in 'Down Under' - Australia. Also, they completed the V3 S88 Test Turbine installation. The company signed a major new order with DLF Limited, one of India's leading infrastructure companies, for 150 MW wind turbine capacity. They commissioned their first 600 KW turbine at site at Agali, in Kerala.
In February 2008, they formed step-down wholly owned subsidiary company, SE Drive Technik GmbH, Germany. Also, they company in joint venture with REpower Systems AG, Germany established a new company, namely, Renewable Energy Technology Centre GmbH in Hamburg, Germany In April 2008, In June 2008, the company acquired the Areva's total stake of approx 30% in REpower Systems AG of Germany.
During the year 2008-09, Suzlon acquired a 37.82% stake of REpower Systems AG ('REpower') thereby increasing its holding in REpower to 73.65%. The company entered into the Sri Lankan wind energy market by striking a deal with Senok Wind Power Pvt Ltd. The company's China subsidiary, Suzlon Energy (Tianjin) Ltd (SETL) entered into an agreement with Inner Mongolia North Longyuan Wind Power Corporation, for establishing a World Bank funded, 100 MW wind farm project. Also, the company's subsidiary commissioned their first turbine in Brazil for SIIF Cinco Ltd.
During the year, the company through their subsidiaries got new orders in Spain from Wigep Andalucia S.A. and in Nicaragua from Arctas Capital Group LP. They commissioned their first Wind Turbine Generator (WTG) using Concrete Tower Technology. They entered into an MoU with TERI University for setting up and offering an M-Tech Programme in Renewable Energy Engineering and Management.
During the year, the company's subsidiaries incorporated in special economic zones (SEZ) namely Suzlon Wind International Ltd (Nacelle assembly unit), SE Composites Ltd (Rotor Blade unit), SE Electricals Ltd (previously known as Suzlon Electricals International Ltd) (Generator & Control Panel unit) and SE Forge Ltd (Foundry and Forging unit) commenced their commercial operations.
During the year, SE Solar Pvt Ltd became a wholly owned subsidiary of Suzlon Wind International Ltd and in turn became a step-down subsidiary of the company. Sunrise Wind Project Pvt Ltd became a wholly owned subsidiary of Hansen Drives Pte Ltd and in turn, became a step-down subsidiary of the company. Also, the company through their subsidiary sold 67,010,421 shares (10% of the equity base) in Hansen Transmissions International NV (Hansen) to funds managed by Ecofin Ltd (Ecofin), a London based specialized investment firm. Post disposal, Suzlon had a voting and economic interest in Hansen of 61.28%.
During the year, the company sold their subsidiary Suzlon Energy GmbH and Suzlon Windpark Management GmbH to its step subsidiary Tarilo Holding B.V. and thereafter merged Suzlon Windkraft GmbH into Suzlon Energy GmbH to facilitate effective management of research and development activities.
During the year 2009-10, Shubh Realty (Gujarat) Pvt Ltd became a wholly owned subsidiary of Suzlon Infrastructure Services Ltd and, in turn, became a step-down subsidiary of the company. RPW Investments, SGPS, S.A., Valum Holding B.V., Suzlon Wind Energy Bulgaria EOOD, Suzlon Wind Energy BH - Bosnia, Suzlon Energy Australia RWFD Pty Ltd, Einundzwanzigste Vittorio Verwaltungs GmbH, Age Pargue Eolico EL Almendro, S.L. REpower Rep Ventures Portugal S.A. became subsidiaries of the company.
The company through their subsidiaries acquired an additional 16.85% stake of REpower Systems AG (REpower) thereby increasing their holding in REpower to 90.50%. The company's share holding through their subsidiary in Hansen Transmissions International NV (Hansen) reduced to 26.06% and Hansen ceased to be a subsidiary of the company, subsequent to sale of 35.22% shareholding.
During the year 2010-11, Suzlon Wind Energy South Africa PTY Ltd., Suzlon Energy Australia CYMWFD Pty. Ltd., Sure Power LLC, Renewable Energy Contractors Australia Pty. Ltd., REpower Systems Polska Sp.zo.o, REpower Systems Scandinavia AB, REpower Portugal - Sistemas Eolicos, S.A., Ventipower S.A. and RiaBlades S.A. became step down subsidiaries of the company. Also, Windpark Meckel/Gilzem GmbH & Co KG ceased to be subsidiary of the company and Sister - sistemas e Technologia de Energias renovaveis Lda was liquidated.
In January 2011, the company signed a memorandum of understanding (MoU) with the Government of Gujarat to develop 1,000 megawatt (MW) of new wind power capacity in the state over the next three years. In May 2011, the company signed a contract with African Clean Energy Developments (ACED) for the supply and full EPC for 76 of Sulzon's S88 - 2 MW series turbines, with an option for ACED to acquire an additional 124 turbines for the Cookhouse Wind Energy Facility.
In June 2011, the company received a new order from the National Aluminium Company Limited (NALCO) to set up, operate and maintain 50.4 MW of wind energy projects in Andhra Pradesh. In July 2011, the company received a new order from Chennai based Orient Green Power Company Limited (OGPL), for over 100 megawatts (MW) of wind power projects. In August 2011, the company won a second order from the Indian Oil Corporation Ltd to set up, operate and maintain wind energy projects of 48.3 MW in the state of Andhra Pradesh, India. Also, they won a repeat order from the Malpani Group to set up, operate and maintain projects totaling 29.70 MW.
In October 2011, the company bagged an order from gas utility major GAIL (India) Limited for its wind energy project to be commissioned in Karnataka in 2012. The order is for 17 units of Suzlon's S82 - 1.5 MW wind turbines. In November 2011, the company received 23 MW order from Gail (India) Ltd. The order consists of 11 units of Suzlon's S88 - 2.1 MW wind turbines, to be commissioned in the states of Tamil Nadu and Karnataka by the end of the financial year 2011-12.
In January 2012, the company secured over 1 GW of orders for its S9X suite of wind turbines. In March 2012, the company signed a global strategic partnership agreement with CGN Wind Energy Co Ltd (CGNWE). CGNWE is a wholly owned subsidiary of China Guangdong Nuclear Power Group. The agreement calls for the development of 800 MW of domestic and international projects over the next three years.
In 2012, Suzlon Energy commenced the maiden commissioning of its Amherst Project in Nova Scotia, Canada, deploying the latest S9X product series. During the year under review, Suzlon announced the launch of its newest wind turbine generator (WTG), the S111-2.1 MW, the latest generation of the 2.1 MW fleet designed for low wind speed sites and becoming the highest-yielding IEC Class III wind turbine of any comparable class machine.
In 2014, Suzlon Energy erects its first S97-2.1 MW WTG, built with a hybrid tower (including lattice/tubular combination) at 120 m height in Jamanwada, Gujarat.
In 2015, Suzlon Energy commissioned its 10,000th WTG at the Artilleros wind farm in Uruguay. During the year under review, Suzlon Energy signed definitive agreements with Dilip Shanghvi Family and Associates (DSA) for equity investments of Rs 1800 crore in Suzlon Energy Limited to accelerate growth. During the year under review, Suzlon Energy completed the testing, carried out by an independent third party agency, of the 50 Hz and 60 Hz variants of its S111-2100kW WTG.
On 14 April 2016, Suzlon Energy announced that it has successfully repaid in cash, Foreign Currency Convertible Bonds (FCCBs) worth US$ 28.8 million in principal amount, along with the applicable 8.7% redemption premium. This was part of the 5% April 2016 FCCB series, which have now been redeemed in full and will cease to exist. The repayment has been made in accordance with the terms and conditions of the FCCBs.
On 20 October 2016, Suzlon Energy inaugurated its newest state-of-the-art, aerodynamic technology rotor blade manufacturing facility at Badnawar in Dhar district, Madhya Pradesh. The facility, spread across 19 acres, has an annual production capacity of 400 MW and will manufacture rotor blades for its latest S111 2.1 MW turbine.
In 2017, Suzlon Energy crossed 11 GW of wind energy capacity installation mark in India. On 14 July 2017, Suzlon Energy announced the filing of voluntary liquidation of its Brazilian subsidiary Suzlon Energia Eolica do Brasil Ltda. (SEOB). SEOB has taken this decision after carefully considering all options and as a consequence of multiple factors that are unique to Brazil. SEOB was established to manage business opportunities in Brazil in 2006.
As on March 31, 2018, the Company has 54 subsidiaries and 1 joint venture.
On 13 March 2018, Suzlon Energy announced the installation and commissioning of its new product, S128; the largest wind turbine generator (WTG) in India. The first prototype of S128 has been commissioned at the Sanganeri, site in Tamil Nadu. The S128 wind turbine generator is the latest addition to Suzlon's product portfolio and features the time tested Doubly Fed Induction Generator (DFIG) technology. It also consists of the country's largest rotor blade measuring 63 meters and has a rotor diameter of 128 meters.
On 15 March 2018, Suzlon Energy announced that it has completed the commissioning of 340 MW solar power turnkey projects across sites in the state of Telangana (210 MW), Rajasthan (60MW) and Maharashtra (70MW). The projects have been executed over a period of time, concluding in Q4 FY18. The projects have been executed by combination of joint ventures or formation of Special Purpose vehicles (SPVs) with various partners.
On 21 March 2018, Suzlon Energy announced that it has designed and manufactured the country's longest wind turbine blade at its Padubidri Rotor Blade Unit. The advanced blade (SB 63) measures 63 meters in length and has been specifically developed for Suzlon's new S128 wind turbine family with a rotor diameter of 128 meters, 1.5 times taller than the India Gate monument in terms of height.
On 16 April 2018, Suzlon Energy announced that it has commissioned 626 MW of wind power projects in the financial year 2017-18 (FY18), the highest installations by any player during the fiscal.
On 11 September 2018, Suzlon Energy and CLP India, one of the largest foreign investors in the Indian power sector, announced a joint venture for two solar projects of 50 MW and 20 MW in Dhule, Maharashtra. As per the agreement signed between CLP India and Suzlon Group, CLP India has agreed to acquire 49% stake in Gale Solarfarms Limited and Tornado Solarfarms Limited, two special purpose vehicles (SPV) set-up by Suzlon. CLP India has the option to acquire the balance 51% stake in the future. Suzlon is responsible to provide comprehensive operation and maintenance services for these projects that are already commissioned.
During FY18, the Company signed share purchase agreements in respect of domestic SPVs: namely, Shanay Renewables Limited and Saroja Renewables Limited for sale of 100% equity stake to Skeiron Renewable Energy Private Limited. Rajat Renewables Limited and Kanak Renewables Limited for sale of 100% equity stake to Shruti Power Projects Private Limited (a wholly owned subsidiary of ReNew Power Ventures Private Limited). This sale is part of the trade practice of forming special purpose vehicles for setting-up of wind turbine projects and selling them to the customers.
In FY18, the Company had initiated a Composite Scheme of Amalgamation and Arrangement involving merger of three wholly owned subsidiaries, namely, SE Blades Ltd, SE Electricals Ltd and Suzlon Wind International Ltd into the Company, and demerger of tubular tower manufacturing division of another wholly owned subsidiary, namely, Suzlon Structures Limited (now known as Suzlon Global Services Limited), into the Company. The Honourable National Company Law Tribunal (NCLT), Ahmedabad Bench, has approved the Composite Scheme of Amalgamation and Arrangement between SE Blades Ltd, SE Electricals Ltd and Suzlon Wind International Ltd (collectively referred to as the Transferor Companies / Amalgamating Companies) and Suzlon Structures Ltd (now known as Suzlon Global Services Ltd) (the Demerging Company) with Suzlon Energy Ltd (the Transferee Company / Resulting Company) and their respective shareholders and the creditors vide order dated May 31, 2017 and the Scheme has become effective from June 1, 2017 from the respective appointed dates, i.e. January 1, 2016 for merger and April 1, 2016 for demerger, consequent upon filing of the certified copy of the Order issued by the NCLT, Ahmedabad Bench, with the Registrar of Companies, Gujarat.During the financial year under review, the Company signed Slump Sale Agreement on March 31, 2018 with Suzlon Gujarat Wind Park Limited (SGWPL), a step down wholly owned subsidiary of the Company, for transfer of the wind turbine generator undertakings (WTG undertakings), along with all the assets and liabilities pertaining to the WTGs of Company as a going concern on a slump sale basis, for purpose of moving towards consolidating the Company's power production business in SGWPL. The said WTG undertakings were earlier transferred to the Company pursuant to the merger of its subsidiaries with Company.
In FY 2018-19, the Company commissioned second 8.4 MW captive wind power project for Hindustan Aeronautics Ltd. (HAL) at Bagalkot, in Karnataka. It installed and commissioned the first prototype of S120 - 140 m - India's meters (m) tallest Wind Turbine Generator (WTG) with a Hybrid Concrete Tubular (HCT) Tower -steel at Tirunelvelli in Tamil Nadu. It sold entire stake in SE Solar Limited, Amun Solarfarms Limited, Avighna Solarfarms Limited, Prathamesh Solarfarms Limited, Rudra Solarfarms Limited, Gale Solarfarms Limited and Tornado Solarfarms Limited, which ceased to be the subsidiaries of the Company during FY 2018-19. It further commenced the sale of stake in Heramba Renewables Limited, Shreyas Solarfarms Limited, Aalok Solarfarms Limited and Abha Solarfarms Limited and ceased to be the subsidiaries of the Company.
In FY 2019-20, the Company installed and commissioned the first prototype of 2.6 MW S129 - 140m. It also commissioned 2.8 MW S133 - 105m - the largest Wind Turbine Generator (WTG) in India at Sanganeri in Tamil Nadu.
In FY 2020-21, Company launched a new turbine model S133 in 2 variants viz., 140m Hybrid Tubular-Lattice tower and 160m Hybrid Tubular-Lattice tower.
During the year 2022-23, the merger of Suzlon Power Infrastructure Limited (SPIL), a wholly owned subsidiary of the Company with Suzlon Global Services Limited (SGSL) became effective on September 29, 2022, and accordingly, the business undertaking of SPIL was merged into SGSL from the appointed date, i.e. April 1, 2020. Similarly, the Demerger by transfer and vesting of Project Execution Business and Power Evacuation Business of Suzlon Gujarat Wind Park Limited ('SGWPL'), a step down wholly owned subsidiary of the Company, into SGSL was transferred to SGSL from the appointed date, i.e. April 2, 2020. SGL, a subsidiary of the Company, ceased to be the subsidiary of the Company pursuant to completion of divestment of the Company's 75% stake in SGL to Voith Turbo Private Limited on April 7, 2022; and Vayudoot Solarfarms Limited, a subsidiary of the Company, ceased to be the subsidiary of the Company pursuant to transfer of its entire 51.05% shareholding to Aries Renewables Private Limited on December 3, 2022.
In 2022-23, Suzlon Energy became the first Indian Wind Energy company to reach over 20 GW of worldwide Wind Energy installations. In FY23, Suzlon commissioned the first proto of its new S144 model.
Suzlon Energy Ltd
Directors Reports
Dear Shareholders,
The Board of Directors present the Twenty Eighth Annual Report of your Company together
with the audited standalone and consolidated Ind AS financial statements for the year
ended March 31, 2023.
1. Financial result
The audited standalone and consolidated Ind AS financial results for the financial year
ended March 31, 2023 are as under:
Rs in Crore
Particulars |
Standalone |
Consolidated |
|
FY 23 |
FY 22 |
FY 23 |
FY 22 |
Revenue from contracts with customers |
3,538.14 |
3,975.41 |
5,946.84 |
6,519.95 |
Other operating income |
52.30 |
64.63 |
23.69 |
61.83 |
Earnings before interest, tax, depreciation and amortisation (EBITDA) |
60.06 |
69.40 |
831.92 |
889.45 |
Less: Depreciation and amortisation expense (including impairment
losses) |
190.04 |
185.13 |
259.68 |
259.84 |
Earnings before interest and tax (EBIT) |
(129.98) |
(115.73) |
572.24 |
629.61 |
Add: Other income |
192.22 |
63.02 |
19.63 |
22.19 |
Less: Finance cost |
441.56 |
777.08 |
420.76 |
734.52 |
Profit/ (loss) before tax before exceptional items |
(379.32) |
(829.79) |
171.11 |
(82.72) |
Less: Exceptional loss/ (gain) items |
(2,542.08) |
82.87 |
(2,720.60) |
(83.12) |
Profit/ (loss) before tax |
2,162.76 |
(912.66) |
2,891.71 |
0.40 |
Less: Tax expense |
- |
- |
4.42 |
166.59 |
Profit/ (loss) after tax |
2,162.76 |
(912.66) |
2,887.29 |
(166.19) |
Share of profit / (loss) of associates and jointly controlled entities |
N.A. |
N.A. |
- |
(10.36) |
Net profit/ (loss) for the year |
2,162.76 |
(912.66) |
2,887.29 |
(176.55) |
Other comprehensive income/ (loss), net of tax |
(5.71) |
1.67 |
(34.88) |
(81.83) |
Total comprehensive income/ (loss), net of tax |
2,157.05 |
(910.99) |
2,852.41 |
(258.38) |
2. Company's performance
2.1 On a standalone basis, the Company achieved revenue of Rs. 3,538.14 Crore and
EBIT of ? (129.98) Crore as against Rs. 3,975.41 Crore and Rs. (115.73) Crore respectively
in the previous year. Net profit for the year under review is Rs. 2,162.76 Crore as
compared to loss of Rs. 912.66 Crore in the previous year.
2.2 On consolidated basis, the Group achieved revenue of Rs. 5,946.84 Crore and
EBIT of Rs. 572.24 Crore as against Rs. 6,519.95 Crore and Rs. 629.61 Crore respectively
in the previous year. Net profit for the year under review is Rs. 2,887.29 Crore as
compared to net loss of Rs. 176.55 Crore in the previous year.
3. Appropriations
3.1 Dividend
In view of accumulated losses, the Board of Directors expresses its inability to
recommend any dividend on equity shares for the year under review. In terms of Regulation
43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (the "Listing Regulations"), the Company has
adopted a dividend distribution policy which is available on the Company's weblink at
https://www.suzlon.com/pdf/about/cg/ Policy_Dividend_Distribution.pdf.
3.2 Transfer to reserves
During the year under review, the Company was not required to transfer any amount to
any reserves.
4. Material developments during the financial year under review and occurred between
the end of the financial year and the date of this Report
During the year under review and up to the date of this Report, the following material
events took place:
4.1 Mr. Tulsi R. Tanti, the Founder, the Chairman & Managing Director and one
of the Promoters of Suzlon Energy Limited passed away on October 01, 2022 on account of
cardiac arrest.
4.2 Implementation of Refinancing Proposal:
The Company and its subsidiaries Suzlon Global Services Limited ("SGSL"),
Suzlon Power Infrastructure Limited ("SPIL") (since merged with SGSL), Suzlon
Gujarat Wind Park Limited ("SGWPL") and a joint venture Suzlon Generators
Limited ("SGL") (since ceased to be a subsidiary due to divestment) (hereinafter
collectively referred to as "Suzlon The Group" or the "STG") had
submitted a proposal to the then lenders (the "Erstwhile Lenders") for
refinancing of the outstanding restructured facilities. The STG entered into an agreement
with the Erstwhile Lenders for refinancing the outstanding restructured facilities (the
"Refinancing Proposal") based on the sanction letters from REC Limited and
Indian Renewable Energy Development Agency Limited (the "New Lenders"). On May
24, 2022 (the "Effective Date"), the Refinancing Proposal was consummated, and
the outstanding obligations of the STG under the Restructured Facilities were discharged
as follows:
i. Outstanding Rupee Term Loan along with accrued interest has been paid off in full;
ii. Limits of non-fund based working capital facilities against cash margin or Letter
of Comfort ("LOC") were released or transferred or replaced;
iii. Entire outstanding value of 410,000 number of Optionally Convertible Debentures
("OCD") having face value of Rs. 100,000 each issued by the Company have been
converted in full in to 571,428,572 equity shares having face value of Rs. 2 each of the
Company allotted to the Erstwhile Lenders;
iv. 445,301 number of Compulsorily Convertible Preference Shares ("CCPS")
having face value of Rs. 100,000 each issued by SGSL have been converted in full in to
4,454 equity shares having face value of Rs. 10 each of SGSL getting allotted to the
Erstwhile Lenders;
v. The requirement of maintaining the lock-in for 997,176,872 equity shares having face
value of Rs. 2 each of the Company issued to the Erstwhile Lenders as stipulated in the
Framework Restructuring Agreement dated June 30, 2020 was waived; and
vi. 498,588,439 number of convertible warrants issued by the Company to the Erstwhile
Lenders were surrendered.
On April 28, 2022, the Company along with SGSL, SGWPL and SPIL, its identified
subsidiaries, and the New Lenders entered into a Rupee Term Loan Agreement (the "RTL
Agreement") with the New Lenders for refinancing the facilities of the STG. On the
Effective Date, on consummation of refinancing proposal, the STG refinanced its borrowing
facilities from Erstwhile Lenders as per the RTL Agreement with the facilities from the
New Lenders. The key features of the RTL Agreement have been given in the Notes to the
Financial Statements forming part of this Annual Report.
4.3 Mergers / demergers / amalgamation / restructuring / disposal of subsidiaries:
During the year under review and up to the date of this Report, the following
developments took place in the matters of mergers / demergers / divestment:
a. In the matter of the merger by absorption of SPIL, a wholly owned subsidiary of the
Company, with SGSL, also a wholly owned subsidiary of the Company, the final order
approving the Scheme of the Amalgamation of SPIL with SGSL was passed by NCLT, Ahmedabad
Bench on September 26, 2022 and NCLT Chennai Bench on June 10, 2022 respectively.
Post-merger becoming effective on September 29, 2022, being the date on which final order
issued by NCLT were filed by SPIL and SGSL with the concerned Registrar of Companies, the
business undertaking of SPIL has been merged into SGSL from the appointed date, i.e. April
1, 2020;
b. In the matter of the demerger by transfer and vesting of Project Execution Business
and Power Evacuation Business of SGWPL, a step down wholly owned subsidiary of the
Company, into SGSL, the final order approving the Scheme of Arrangement between SGWPL and
SGSL was passed by NCLT, Ahmedabad Bench on September 28, 2022 for sanctioning the scheme.
Post demerger becoming effective on September 29, 2022, being the date on which the order
issued by NCLT was filed by SGWPL and SGSL with the concerned Registrar of Companies, the
Project Execution Business and Power Evacuation Business of SGWPL has been transferred to
SGSL from the appointed date, i.e. April 2, 2020 and SGWPL will continue undertaking its
Land Development Business and Power Generation Business;
c. SGL, a subsidiary of the Company, ceased to be the subsidiary of the Company
pursuant to completion of divestment of the Company's 75% stake in SGL to Voith Turbo
Private Limited on April 7, 2022; and
d. Vayudoot Solarfarms Limited, a subsidiary of the Company, ceased to be the
subsidiary of the Company pursuant to transfer of its entire 51.05% shareholding to Aries
Renewables Private Limited on December 3, 2022.
4.4 Rights Issue
On October 31, 2022, the Company allotted 2,400,000,000 partly paid-up equity shares
having a face value of Rs. 2.00 each with Rs. 1.00 paid-up aggregating to Rs. 600 Crore at
an issue price of Rs. 5.00 per equity share, i.e. at a premium of Rs. 3.00 per equity
share, on a rights basis to the existing equity shareholders of the Company in the ratio
of five equity shares for every twenty-one fully paid-up equity shares held by the
existing equity shareholders on the record date of October 4, 2022. The applicants were
required to pay Rs. 2.50 per equity share on application (of which Rs. 1.00 per equity
share being adjusted towards face value and Rs. 1.50 per equity share being adjusted
towards securities premium) and the balance Rs. 2.50 was payable on one or more subsequent
calls.
Subsequently, the Securities Issue Committee of the Board of Directors of the Company,
on February 24, 2023, approved making of the First and Final Call of Rs. 2.50 per partly
paid-up equity share (of which Rs. 1.00 per equity share being adjusted towards face value
and Rs. 1.50 per equity share being adjusted towards securities premium) on outstanding
2,400,000,000 partly paid-up equity shares. March 2, 2023 was fixed as the record date for
the purpose of determining the holders of partly paid-up equity shares to whom the call
notice was sent for payment of the First and Final Call. Pursuant to the same and up to
the date of this Report, on receipt of requisite call money, the Securities Issue
Committee has approved conversion of 2,351,863,294 partly paid-up equity shares bearing
ISIN IN9040H01011 into fully paid-up equity shares bearing ISIN INE040H01021 aggregating
to Rs. 587.97 Crore. As on date of this Report, the call money remains unpaid on
48,136,706 partly paid-up equity shares aggregating to Rs. 12.03 Crore.
4.5 Employee Stock Option Plan (ESOP):
In accordance with the Securities and Exchange Board of India (Share Based Employee
Benefits and Sweat Equity) Regulations, 2021, the Nomination and Remuneration Committee of
the Board of Directors of the Company has on May 22, 2023, granted 109,290,000 Options
convertible into 109,290,000 equity shares of Rs. 2.00 each to the eligible employees of
the Company and its Subsidiaries under the Employee Stock Option Plan 2022 at an exercise
price of Rs. 5.00 per option with 50% vesting (out of which 25% would be retention-based
vesting and balance 25% would be performance-based vesting) at the end of first year from
the date of grant and balance 50% (out of which 25% would be retention-based vesting and
balance 25% would be performance-based vesting) at the end of second year from the date of
grant and exercise period of two years from the date of respective vesting.
5. Capital and debt structure
5.1 Authorised share capital
During the year under review, there is no change in the authorised share capital of the
Company. The authorised share capital of the Company as on March 31, 2023 and as on the
date of this Report is Rs. 11,000.00 Crore divided into 5,500 Crore equity shares of Rs. 2
each.
5.2 Paid-up share capital
a. During the year under review, the Company has allotted equity shares as per details
given below:
Date of allotment |
Details of securities allotted |
Remarks |
May 24, 2022 |
571,428,572 equity shares of Rs. 2 each |
Conversion of entire outstanding value of 410,000 Optionally
Convertible Debentures of Rs. 100,000 each issued on preferential basis to the lenders in
terms of the Refinancing Proposal aggregating to Rs. 4,099.18 Crore |
September 23, 2022 |
284,214,474 equity shares of Rs. 2 each |
Conversion of 27,977 Bonds of USD 320 (worth USD 9,455,285 after
capitalising interest) @ Rs. 2.49 per equity share |
October 31, 2022 |
2,400,000,000 partly paid-up equity shares of Rs. 2 each |
Rights Issue of partly paid equity shares @ Rs. 5 per share with Rs.
2.50 paid on application (with Rs. 1 towards face value and Rs. 1.50 towards securities
premium) |
b. Subsequently, the Securities Issue Committee of the Board of Directors of the
Company has, on February 24, 2023,
approved making of the First and Final Call of Rs. 2.50 (with Rs. 1 towards face value
and Rs. 1.50 towards securities premium) per partly paid-up equity share and the Company
having received call money, the Securities Issue Committee has approved conversion of
partly paid-up equity shares bearing ISIN IN9040H01011 into fully paid-up equity shares
bearing ISIN INE040H01021 as under:
Date of conversion |
Remarks |
March 29, 2023 |
conversion of 1,997,821,943 partly paid-up equity shares into fully
paid-up equity shares aggregating to Rs. 499.46 Crore; |
May 8, 2023 |
conversion of 110,420,880 partly paid-up equity shares into fully
paid-up equity shares aggregating to Rs. 27.60 Crore; |
May 25, 2023 |
conversion of 218,441,785 partly paid-up equity shares into fully
paid-up equity shares aggregating to Rs. 54.61 Crore; |
June 12, 2023 |
conversion of 9,265,406 partly paid-up equity shares into fully
paid-up equity shares aggregating to Rs. 2.32 Crore; |
July 7, 2023 |
conversion of 15,913,280 partly paid-up equity shares into fully
paid-up equity shares aggregating to Rs. 3.98 Crore; |
Accordingly, the paid-up share capital of the Company as on March 31, 2023 is Rs.
2,454.40 Crore divided into 12,473,087,083 equity shares comprising of 12,070,909,026
fully paid-up equity shares having a face value of Rs. 2/- each bearing ISIN INE040H01021
and 402,178,057 partly paid-up equity shares having a face value of Rs. 2/- each with Rs.
1/- paid-up bearing ISIN IN9040H01011. And the paid-up share capital of the Company as on
the date of this Report is Rs. 2,489.80 Crore divided into 12,473,087,083 equity shares
comprising of 12,424,950,377 fully paid-up equity shares having a face value of Rs. 2/-
each bearing ISIN INE040H01021 and 48,136,706 partly paid-up equity shares having a face
value of Rs. 2/- each with Rs. 1/- each paid-up bearing ISIN IN9040H01011.
5.3 Foreign Currency Convertible Bonds ("FCCBs")
The details of outstanding FCCBs as on March 31, 2023 and as on date of this Report are
as under:
Series |
Outstanding amount (USD) |
Exchange rate (Rs) |
Convertible on or before |
Conversion price (Rs) |
|
As on March 31, 2023 |
As on the date of this Report |
|
|
|
USD denominated convertible bonds due 2032 |
529,338.11 |
Nil |
74.8464 |
August 17, 2032 |
2.61 / 2.49 |
During the year under review, in relation to the outstanding USD denominated
convertible bonds due 2032 (the "Bonds" or "FCCBs"), a limited
opportunity was provided by the Company to the Bondholders during the period from
September 6, 2022 to September 22, 2022 through an invitation memorandum dated September
6, 2022 and subsequent extension dated September 15, 2022 to convert their outstanding
Bonds into the equity shares of Rs. 2/- each of the Company (the "Shares") at a
conversion price of Rs. 2.49 per Share, being a price not less than the regulatory floor
price determined in accordance with the applicable laws. In response to such invitation,
the Company had received conversion notices from the Bondholders electing to convert
27,977 Bonds aggregating to a principal amount of USD 9,455,285 (after capitalising
interest @ 2.75% per annum accrued on half yearly basis) into the equity shares.
Accordingly, 284,214,474 equity shares of Rs. 2 each were allotted to the Bondholders at a
conversion price of Rs. 2.49 per
Share with a fixed rate of exchange on conversion of Rs. 74.8464 to USD 1.00.
Post March 31, 2023, the Company has redeemed the entire outstanding FCCBs at their
principal amount aggregating to USD 529,338.11 together with accrued but unpaid interest
thereon up to the redemption date @ 1.25% p.a. amounting to USD 1,378.48 in accordance
with terms of the FCCBs. Accordingly, the FCCBs have been cancelled and delisted from the
Singapore Exchange Securities Trading Limited. Following the redemption, there are no
outstanding FCCBs in issue.
5.4 Warrants
Under the Debt Resolution Plan, the Company had, on June 27, 2020, allotted on
preferential basis, 498,588,439 fully paid up Warrants having a face value of Rs. 2/-
each, each convertible in to 1 equity share of Rs. 2/- each. During the year under review,
these warrants were cancelled w.e.f. May 24, 2022.
6. Annual return in terms of Section 92(3) of the Companies Act, 2013
The annual return in Form No.MGT-7 for FY 22 is available on the Company's weblink at
https://www. suzlon.com/NewPdf/Other_Disclosures/2022-23/ Form-MGT7-310322.pdf. The due
date for filing annual return for FY 23 is within a period of sixty days from the date of
annual general meeting. Accordingly, the Company shall file the same with the Ministry of
Corporate Affairs within prescribed time and a copy of the same shall be made available on
the website of the Company as is required in terms of Section 92(3) of the Companies Act,
2013.
7. Number of board meetings held
The details pertaining to number and dates of board meetings held during the year under
review have been provided in the Corporate Governance Report forming part of this Annual
Report.
8. Director's responsibility statement
Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors confirm
to the best of their knowledge and belief that:
a. 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 profit of the Company for that period;
c. the Directors had taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the Companies Act, 2013 for
safeguarding the assets of the Company and for preventing and detecting fraud and other
irregularities;
d. the Directors had prepared the annual accounts on a going concern basis;
e. the Directors had laid down internal financial controls to be followed by the
Company and that such internal financial controls are adequate and were operating
effectively; and
f. the Directors had devised proper systems to ensure compliance with the provisions of
all applicable laws and that such systems were adequate and operating effectively.
9. A statement on declaration given by the Independent Directors
In terms of Section 149(7) of the Companies Act, 2013, Mr. Marc Desaedeleer, Mr. Per
Hornung Pedersen, Mr. Sameer Shah, Mrs. Seemantinee Khot and Mr. Gautam Doshi, the
Independent Directors of the Company, have given a declaration to the Company that they
meet the criteria of independence as specified under Section 149(6) of the Companies Act,
2013 and the Listing Regulations and there has been no change in the circumstances which
may affect their status as Independent Directors. Further, they have also given a
declaration that they have complied with the provisions of the Code of Ethics for
Directors and Senior Management (including Code of Conduct for Independent Directors
prescribed in Schedule IV to the Companies Act, 2013) to the extent applicable, during the
year under review.
Further, in the opinion of the Board of Directors of the Company, all the Independent
Directors are persons having high standards of integrity and they possess requisite
knowledge, qualifications, experience (including proficiency) and expertise in their
respective fields.
10. Company's policy on director's appointment and remuneration
In accordance with Section 178 of the Companies Act, 2013 and the Listing Regulations,
the 'Board Diversity and Remuneration Policy' as adopted by the Board of Directors of the
Company is available on the Company's weblink at https://www.suzlon.
com/pdf/about/cg/Policy_Board-Diversity-&- Remuneration.pdf. The details of
remuneration paid to the Executive Directors and Non-executive Directors have been
provided in the Corporate Governance Report forming part of this Annual Report.
11. Auditors and auditors' observations
11.1 Statutory auditor - M/s. Walker Chandiok & Co LLP, Chartered Accountants
(Firm Registration No.001076N/N500013), were appointed as the Statutory Auditors of the
Company to hold office from the conclusion of the Twenty Seventh Annual General Meeting
till the conclusion of the Thirty Second Annual General Meeting of the Company, i.e. for a
period of 5 (Five) consecutive years.
a. Statutory auditors' observation(s) in audit report and directors' explanation
thereto
i. Note 5 of the standalone financial statements and consolidated financial statements
relating to a show cause notice received by the Company from SEBI in respect of certain
specific transactions between the Company and its domestic subsidiaries and disclosure of
a contingent liability in respect of earlier years:
It is clarified that, the Management has responded to the SCN and has denied the
allegations made by the SEBI. Additionally, the management has also filed a settlement
application in accordance with of the Securities and Exchange Board of India (Settlement
Proceedings) Regulations, 2018 (the "SEBI Settlement Regulations") to settle the
matter without admission of guilt with respect to such allegations. This matter has been
disclosed under contingent liability and the management believes that there is no material
impact of this matter on the standalone and consolidated financial statements.
ii. Note 48 (j) of the standalone financial statements and Note 49 (h) of the
consolidated financial statements regarding use of going concern assumption for the
preparation of Ind AS financial statements due to existence of certain obligations failing
which it could trigger an event of default within next 12 months from reporting date:
It is clarified that, the Management is confident of meeting the obligations in the
foreseeable future through various options including execution of the orders in hand,
future business plans, seeking additional facilities and proposing extension for
monetisation of specified assets, if required. Accordingly, the standalone and
consolidated financial statements have been prepared on the basis that the Company is a
going concern.
iii. Auditors' observation in standalone financial statements regarding certain delay
in depositing statutory dues:
It is clarified that the delay arose on account of mismatch in liquidity.
11.2 Secretarial auditor
a. Pursuant to the provisions of Section 204 of the Companies Act, 2013 and Rules made
thereunder, Mr. Chirag Shah, Partner, M/s. Chirag Shah and Associates, Company Secretaries
(Membership No.5545 and C.P.No.3498), had been appointed as the secretarial auditor to
conduct the secretarial audit for FY 23. A secretarial audit report in Form No.MR-3 given
by the secretarial auditor has been provided in an annexure which forms part of the
Directors Report.
b. Secretarial auditors' observation(s) in secretarial audit report and directors'
explanation thereto:
i. Auditor's observation regarding non compliance with the constitution of the
Nomination and Remuneration Committee for the period from October 7, 2022 to December 2,
2022:
It is clarified that Mr. Girish R. Tanti was the member of the Nomination and
Remuneration Committee since September 28, 2015. Due to organisational changes pursuant to
untimely demise of Mr. Tulsi R. Tanti, the then Chairman and Managing Director, the Board
was reconstituted pursuant to which Mr. Girish R. Tanti was inter alia appointed as an
Executive Vice Chairman w.e.f. October 7, 2022. Therefore, during the period from October
7, 2022 to December 2, 2022, the requirement of all members of the Nomination and
Remuneration Committee to be nonexecutive was not met. Subsequently, the Nomination and
Remuneration Committee was reconstituted w.e.f. December 2, 2022 by inducting Mr. Pranav
T. Tanti, Non-Executive Director, in place of Mr. Girish R. Tanti.
11.3 Cost auditor
The Company is required to maintain cost records as specified by the Central Government
under Section 148(1) of the Companies Act, 2013 and accordingly such accounts and records
are made and maintained by the Company for the year under review. M/s. D. C. Dave &
Co., Cost Accountants, Mumbai (Registration No.000611), had been appointed as the cost
auditors for conducting audit of the cost accounting records of the Company for FY 23. The
due date of submitting the cost audit report by the cost auditor to the Company for FY 23
is within a period of one hundred eighty days from the end of the financial year. The
Company shall file a copy of the cost audit report within a period of 30 (thirty) days
from the date of its receipt. The cost audit report for FY 22 dated September 22, 2022
issued by M/s. D. C. Dave & Co., Cost Accountants, Mumbai (Registration No.000611),
was filed with the Ministry of Corporate Affairs, Government of India, on October 20,
2022.
Further, in terms of Section 148 of the Companies Act, 2013 read with the Companies
(Audit and Auditors) Rules, 2014 and pursuant to the recommendation of the Audit
Committee, M/s. D. C. Dave & Co. Cost Accountants, Mumbai (Registration No.000611),
have been appointed as cost auditors for conducting audit of the cost accounting records
of the Company for FY 24 at a remuneration of Rs. 0.05 Crore, which remuneration shall be
subject to ratification by the shareholders at the ensuing Annual General Meeting.
11.4 Internal auditor
In terms of Section 138 of the Companies Act, 2013 read with the Companies (Accounts)
Rules, 2014, Mr. Shyamal Budhdev, Chartered Accountant (Membership No.43952) continues as
the internal auditor of the Company.
During the year under review, there was no instance of fraud required to be reported to
Central Government, Board of Directors or Audit Committee, as the case may be, by any of
the auditors of the Company in terms of Section 143(12) of the Companies Act, 2013.
12. Particulars of loans, guarantees and investments
The particulars of loans, guarantees and investments in terms of Section 186 of the
Companies Act, 2013 for the year under review have been provided in the notes to the
financial statements which forms part of this Annual Report.
13. Particulars of contracts / arrangements with related parties
The particulars of contracts / arrangements with related parties referred to in Section
188(1) entered into during the year under review as required to be given in Form No.AOC-2,
have been provided in an annexure which forms part of the Directors' Report.
14. Particulars of conservation of energy, technology absorption, foreign exchange
earnings and outgo
The particulars of conservation of energy, technology absorption, foreign exchange
earnings and outgo for the year under review as required to be given under Section
134(3)(m) of the Companies Act, 2013 and Rule 8(3) of the Companies (Accounts) Rules,
2014, has been provided in an annexure which forms part of the Directors' Report.
15. Risk management
The Company has constituted a Risk Management Committee, the details of which have been
provided in the Corporate Governance Report forming part of this Annual Report. The Board
of Directors has approved a risk management policy which is available on the Company's
weblink at https://www.suzlon. com/NewPdf/Shareholders_Information/Corporate_
Governance_Policies/2022-23/Risk_Management_ Policy.pdf. The Company's risk management and
mitigation strategy has been discussed in the Management Discussion and Analysis Report
forming part of this Annual Report. The Board of Directors has not found any risk which in
its view may threaten the existence of the Company.
16. Corporate social responsibility (CSR)
The Company has constituted a CSR Committee in accordance with Section 135(1) of the
Companies Act, 2013, the details of which have been provided in the Corporate Governance
Report forming part of this Annual Report. The Board of Directors has approved the CSR
policy which is available on the Company's weblink at https://www.suzlon.com/
pdf/about/cg/CSR-policy.pdf. The annual report on CSR activities as required to be given
under Section 135 of the Companies Act, 2013 and Rule 8 of the Companies (Corporate Social
Responsibility Policy) Rules, 2014 has been provided in an annexure which forms part of
the Directors' Report.
17. Annual evaluation of board's performance
The information pertaining to the annual evaluation of the performance of the Board,
its Committees and individual directors as required to be provided in terms of Section
134(3)(p) of the Companies Act, 2013 read with Rule 8(4) of the Companies (Accounts)
Rules, 2014 has been provided in the Corporate Governance Report forming part of this
Annual Report.
18. Directors / key managerial personnel appointed / resigned during the financial year
under review and up to the date of this Report
18.1 Appointment / re-appointment of executive / promoter directors:
During the year under review, the Shareholders, at their Twenty Seventh Annual General
Meeting, approved appointment of Mr. Vinod R. Tanti (DIN: 00002266) as the Wholetime
Director and Chief Operating Officer of the Company with effect from October 1, 2022 for a
period of three years, i.e. up to September 30, 2025, on the same terms and conditions as
his earlier appointment.
However, due to untimely demise of Mr. Tulsi R. Tanti (DIN 00002283), the then Chairman
and Managing Director of the Company on October 1, 2022, Mr. Vinod R. Tanti (DIN:
00002266) was appointed as the Managing Director of the Company w.e.f. October 7, 2022 for
a period of 3 (Three) years, i.e. up to October 6, 2025; Mr. Girish R. Tanti (DIN
00002603), the Nonexecutive Director of the Company was appointed as the Executive
Director of the Company designated as Executive Vice Chairman w.e.f. October 7, 2022, for
a period of 3 (Three) years, i.e. up to October 6, 2025; and Mr. Pranav T. Tanti (DIN:
02957770) was appointed as the Non-executive Director w.e.f. October 7, 2022. The said
appointments were approved by the Shareholders by way of ordinary / special resolution, as
the case may be, by way of postal ballot on January 5, 2023.
18.2 Re-appointment of directors retiring by rotation:
Mr. Girish R. Tanti (DIN: 00002603), the Executive Vice Chairman, and Mr. Vinod R.
Tanti (DIN: 00002266), the Chairman and Managing Director, retire by rotation at the
ensuing Annual General Meeting and being eligible offer themselves for re-appointment.
18.3 Change in Nominee Director:
During the year under review, Mr. Rakesh Sharma (DIN: 06695734), the Nominee Director
appointed by SBI, ceased to be the Director of the Company w.e.f. June 8, 2022. The Board
expresses its appreciation for the valuable services rendered and matured advice provided
by Mr. Rakesh Sharma during his association with the Company.
REC Limited (REC) has nominated Mr. Ajay Mathur (DIN: 08805424), as a Nominee Director
on the Board of the Company w.e.f. August 10, 2022. The appointment of Mr. Ajay Mathur as
Director was approved by the shareholders of the Company at the Twenty Seventh Annual
General Meeting held on September 29, 2022.
18.4 Appointment / resignation of independent director:
During the year under review and up to the date of this Report, none of the Independent
Directors have resigned from the directorship of the Company.
Post March 31, 2023, Mr. Gautam Doshi, the Independent Director of the Company, whose
first term as an Independent Director was expiring on May 3, 2023, was re-appointed as an
Independent Director for a second term of three years with effect from May 4, 2023 to May
3, 2026 in terms of the special resolution passed by the shareholders of the Company by
way of postal ballot on April 28, 2023.
18.5 Appointment / resignation of key managerial personnel:
During the year under review there is no change in the key managerial personnel of the
Company.
Post March 31, 2023, Mr. Ashwani Kumar resigned as the Group Chief Executive Officer of
the Company w.e.f. April 5, 2023 and Mr. J.P. Chalasani has been appointed as the Group
Chief Executive Officer of the Company w.e.f. April 5, 2023.
18.6 Profile of directors seeking appointment / reappointment:
Profile of the directors seeking re-appointment as required to be given in terms of
Regulation 36 of the Listing Regulations forms part of the Notice convening the ensuing
Annual General Meeting of the Company.
19. Subsidiaries
19.1 As on March 31, 2023, the Company has 34 subsidiaries, 1 joint venture and 5
associate companies in terms of the Companies Act, 2013, a list of which is given in Form
No.AOC-1 forming part of this Annual Report. The salient features of the financial
statements of the subsidiaries / joint ventures / associates and their contribution to the
overall performance of the Company during the year under review has been provided in Form
No.AOC-1 and notes to accounts respectively both forming part of this Annual Report.
19.2 Companies which became subsidiaries during the financial year under review: None
19.3 Change of name of subsidiaries during the financial year under review: None
19.4 Companies which ceased to be subsidiaries / joint ventures during the financial
year under review:
Sr. No. |
Name of the entity |
Country |
Remarks |
1. |
Seventus LLC |
USA |
Dissolved |
2. |
Suzlon Wind Energy BH |
Bosnia and Herzegovina |
Sold |
3. |
Suzlon Generators Limited |
India |
Sold |
4. |
Suzlon Power Infrastructure Limited |
India |
Merged |
5. |
Vayudoot Solarfarms Limited |
India |
Sold |
19.5 Consolidated financial statements:
The consolidated financial statements as required in terms of Section 129(3) of the
Companies Act, 2013 and the Listing Regulations have been provided along with standalone
financial statements. Further, a statement containing salient features of the financial
statements of the subsidiaries / associate companies / joint ventures in Form No.AOC-1 as
required to be given in terms of first proviso to Section 129(3) of the Companies Act,
2013 has been provided in a separate section which forms part of this Annual Report. The
financial statements including the consolidated financial statements, financial statements
of the subsidiaries and all other documents are available on the Company's weblink at
https://www.suzlon.com/in-en/investor-relations/annual-accounts-subsidiaries.
19.6 Secretarial audit report of material subsidiaries:
In terms of Regulation 24A of the Listing Regulations, the secretarial audit report of
the unlisted material subsidiaries given by the practicing company secretary in Form
No.MR-3 has been provided in an annexure which forms part of the Directors' Report.
20. Significant and material orders passed by the regulators
During the year under review, no significant and material orders impacting the going
concern status and the Company's operations in future have been passed by any Regulator or
Court or Tribunal.
21. Internal financial controls and their adequacy
The details pertaining to internal financial control systems and their adequacy have
been disclosed in the Management Discussion and Analysis Report forming part of this
Annual Report.
22. Audit Committee
The Company has constituted an Audit Committee in accordance with Section 177(1) of the
Companies Act, 2013, the details of which have been provided in the Corporate Governance
Report forming part of this Annual Report. There has been no instance where the Board of
Directors had not accepted any recommendation of the Audit Committee. The Company has
formulated a whistle blower policy to provide vigil mechanism for employees including the
Directors of the Company to report their genuine concerns about unethical behaviour,
actual or suspected frauds or violation of the Company's code of conduct for directors and
senior management and the code of conduct for prevention of insider trading and which also
provides for safeguards against victimisation. The whistle blower policy is available on
the Company's weblink at https://www.suzlon. com/pdf/about/cg/Policy_Whistle-Blower.pdf.
23. Particulars of employees
23.1 Statement showing details of employees drawing remuneration exceeding the limits
specified in Rule 5(2) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014:
A statement showing details of the employees in terms of Rule 5(2) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 has been provided in a
separate annexure which forms part of the Directors' Report. However, in terms of Section
136 of the Companies Act, 2013, the Annual Report excluding the aforesaid information is
being sent to all the shareholders of the Company and others entitled thereto. Any
shareholder interested in obtaining a copy of the same may write to the Company Secretary
at the corporate office or the registered office of the Company.
23.2 Disclosures pertaining to the remuneration of the directors as required under
Schedule V to the Companies Act, 2013:
Details pertaining to the remuneration of the Directors as required under Schedule V to
the Companies Act, 2013 have been provided in the Corporate Governance Report forming part
of this Annual Report.
23.3 Disclosures pertaining to payment of commission from subsidiaries in terms of
Section 197(14) of the Companies Act, 2013:
During the year under review, the managing director or the whole-time director did not
receive any commission / remuneration from any subsidiary of the Company.
23.4 Information pertaining to remuneration to be disclosed by listed companies in
terms of Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014:
The information / details pertaining to remuneration to be disclosed by listed
companies in terms of Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of
the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 have been
provided in an annexure which forms part of the Directors' Report.
23.5 Employees stock option plan (ESOP):
Post March 31, 2023, the Company has implemented the Employee Stock Option Plan 2022
("ESOP 2022") for its employees and employees of its subsidiaries as per details
given in point 4.5 above. The ESOP 2022 formulated by the Company is in compliance with
the applicable regulations. As required under Regulation 13 of the Securities and Exchange
Board of India (Share Based Employee Benefits & Sweat Equity Regulations), 2021, the
Company has obtained a certificate from the Secretarial Auditor of the Company stating
that the ESOP 2022 has been implemented in accordance with these regulations and in
accordance with the special resolution of the shareholders passed on September 29, 2022, a
copy of which is available for inspection at the Registered Office and Corporate Office of
the Company during specified time and the same is also available on the website of the
Company www.suzlon.com to facilitate online inspection till conclusion of the Meeting.
24. Related party disclosures and management discussion and analysis report
The disclosures pertaining to the related party transactions as required to be given in
terms of Para A read with Para C of Schedule V of the Listing Regulations have been
provided in an annexure which forms part of the Directors' Report. Further, in terms of
Regulation 34, the Management Discussion and Analysis Report on the operations and the
financial position of the Company has been provided in a separate section which forms part
of this Annual Report.
25. Corporate governance report
In terms of Para C of Schedule V of the Listing Regulations, a detailed report along
with the auditors' certificate of compliance on Corporate Governance has been provided in
a separate section which forms part of this Annual Report. Except as stated in the
Corporate Governance Report, the Company is in compliance with the requirements and
disclosures that have to be made in this regard.
26. Business responsibility and sustainability report
In terms of Regulation 34 of the Listing Regulations, the Business Responsibility and
Sustainability Report has been provided in a separate section which forms part of this
Annual Report.
27. Transfer to investor education and protection fund ("IEPF") set up by the
Government of India
During the year under review, the Company was not required to transfer any unpaid or
unclaimed dividend to the IEPF set up by the Government of India.
In terms of the provisions of the IEPF Authority (Accounting, Audit, Transfer and
Refund) Rules, 2019 (the "IEPF Rules"), Mrs. Geetanjali S. Vaidya, the Company
Secretary and Compliance Officer of the Company, has been designated as the Nodal Officer
of the Company for the purpose of the IEPF Rules.
28. Other disclosures
28.1 Details of deposits in terms of Rule 8(5) of the Companies (Accounts) Rules, 2014:
During the year under review, the Company has not accepted any deposits falling within
the purview of Section 73 of the Companies Act, 2013.
28.2 Details of equity shares with differential voting rights in terms of Rule 4(4) of
the Companies (Share Capital and Debentures) Rules, 2014:
During the year under review, the Company has not issued any equity shares with
differential voting rights as to dividend, voting or otherwise.
28.3 Details of sweat equity shares in terms of Rule 8(13) of the Companies (Share
Capital and Debentures) Rules, 2014:
During the year under review, the Company has not issued any sweat equity shares.
28.4 Details of shares held in trust for the benefit of employees where the voting
rights are not exercised directly by the employees in terms of Section 67 of the Companies
Act, 2013:
Not applicable.
28.5 Detailed reasons for revision of financial statements and report of the Board in
terms of Section 131(1) of the Companies Act, 2013:
The Company has not revised its financial statements or the Directors' Report during
the year under review in terms of Section 131 of the Companies Act, 2013.
28.6 Disclosures in terms of sexual harassment of women at workplace (prevention,
prohibition and redressal) Act, 2013:
The Company has in place an Internal Complaints Committee, constituted under the Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, which
entertains the complaints made by any aggrieved woman. During the year under review, there
was one case reported in this regard.
28.7 Disclosures pertaining to compliance with Secretarial Standards:
During the year under review, the Company has complied with the applicable Secretarial
Standards.
28.8 Disclosures pertaining to credit rating:
Details pertaining to various credit ratings obtained by the Company have been provided
in the Corporate Governance report forming part of this Annual Report.
28.9 Details pertaining to application made or any proceeding pending under the
Insolvency and Bankruptcy Code, 2016 (31 of 2016):
During the year under review, there are no proceedings admitted or pending against the
Company under the Insolvency and Bankruptcy Code, 2016 before any National Company Law
Tribunal or other courts.
29. Acknowledgement
The Directors wish to place on record their appreciation for the co-operation and
support received from the government and semigovernment agencies, especially from the
Ministry of New and Renewable Energy (MNRE), Government of India, all state level nodal
agencies and all state electricity boards. The Directors are thankful to all the lenders,
bankers, financial institutions and the Investor Group for their support to the Company.
The Directors place on record their appreciation for continued support provided by the
esteemed customers, suppliers, lenders, bankers, financial institutions, consultants,
bondholders and the shareholders. The Directors also acknowledge the hard work, dedication
and commitment of the employees. Their enthusiasm and unstinting efforts have enabled the
Company to emerge stronger than ever, enabling it to maintain its position as one of the
leading players in the wind industry.
| For and on behalf of the Board of Directors |
|
|
Vinod R. Tanti |
| Place : Pune |
Chairman and Managing Director |
| Date : July 25, 2023 |
DIN: 00002266 |