Mahindra rENEWABLES Private Limited (Formerly known as Mahindra Offgrid Services Private Limited)
DIRECTORS’ REPORT
Your Directors present their Seventh Report together with the Audited Standalone Financial Statements of your Company for the financial year ended March 31, 2017. FINANCIAL HIGHLIGHTS AND STATE OF COMPANY’S AFFAIRS (Rupees in Lakhs) Particulars For the year For the year ended ended March 31, March 31, 2017 # 2016 # Income Revenue from Operations (Gross) 124.35 – Less: Excise Duty – – Revenue from Operations (Net) 124.35 – Other Income 59.35 606.24 Total Income 183.70 606.24 Expenses Cost of Raw Material and components consumed 103.10 – (Increase)/Decrease in inventories – – Employee Benefit Expenses – – Other Expenses 357.18 147.95 Depreciation and Amortization Expenses 7.72 0.25 Finance Costs 8.21 80.29 Total Expenses 476.21 228.49 Profit/(Loss) before Tax (292.51) 377.74 Provision for Tax (20.38) 31.44 Profit/(Loss) for the year from continuing Operations (272.12) 346.30 Balance of Profit from earlier years 322.51 (23.79) Balance carried forward 50.39 322.51 Amount carried forward to reserves 50.39 322.51 Net worth 28,604.25 11,202.98 # The aforesaid financial highlights are based on the Company’s first Indian Accounting Standards (‘Ind AS’) Audited Standalone Financial Statements for the year ended 31st March, 2017 prepared in accordance with the Accounting Standards as notified under Section 133 of the Companies Act, 2013. Figures for the year ended 31st March, 2016 have been restated as per Ind AS to make them comparable with the figures for the year ended 31st March, 2017.
No material changes and commitments have occurred after of Telangana. The Company has also won 250 MW AC solar the closure of the year under review till the date of this report power project to be executed in Rewa Ultra Mega Solar Park in which would affect the financial position of the Company. the State of Madhya Pradesh. OPERATIONS OF THE COMPANY The Company’s income for the year was Rs. 183.70 lakhs The Company has been exploring various opportunities in compared to Rs. 606.23 lakhs in the previous year. Loss after the renewable energy space. During the year under review, tax for the year was at Rs. 272.12 lakhs as compared to Profit the Company has made investments in its two wholly owned after tax of Rs. 346.30 lakhs in the previous year. subsidiaries viz., Divine Solren Private Limited, which is setting FINANCIAL PERFORMANCE/OPERATIONS OF THE up a 50 Mega Watt (“MW”) Alternate Current (“AC”) solar SUBSIDIARY COMPANIES power project at Adilabad District in the state of Telangana The Company has seven (7) subsidiaries, the operations and Neo Solren Private Limited, which is setting up a 42 MW of which are mentioned below for the information of the AC solar power project at Wadekothapally District in the state shareholders:
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116_Mahindra Renewables Private Limited.indd 2305 7/4/2017 3:41:32 PM Manish Vikas Please check thoroughly. Vakils will not be responsible for errors not noted on this proof. Mahindra rENEWABLES Private Limited (Formerly known as Mahindra Offgrid Services Private Limited)
Brightsolar Renewable Energy Private Limited Neo’s income for the year was Rs. 129.64 Lakhs as compared (“Brightsolar”) to Rs. 13.64 Lakhs in the previous year. Profit after tax for the Brightsolar has successfully operated the 10 MW AC solar year was at Rs. 19.03 Lakhs as compared to Loss after tax of power plant at Anantapur, District in the state of Andhra Rs. 33.72 Lakhs in the previous year. Pradesh. Brightsolar has earned Rs. 1,203.48 lakhs from the Marvel Solren Private Limited (“Marvel”) sale of power during the year. The foreign exchange exposure During the year, there were no operations in Marvel. has been fully hedged to protect against adverse currency movements by way of full currency swap. Mahindra Suryaurja Private Limited (“Suryaurja”) A Share Purchase Agreement (“SPA”) was executed on Brightsolar’s income for the year was Rs. 1,221.67 lakhs as February 16, 2017, by and between Mahindra Solar One Private compared to Rs. 330.29 lakhs in the previous year. Profit after Limited (“MSOPL”), Mahindra Renewables Private Limited tax for the year was Rs. 22.78 lakhs as compared to Loss after (“MRPL”), wherein MRPL (Transferee) purchased 100% stake tax of Rs. 39.69 lakhs in the previous year. held by MSOPL in Suryaurja. Pursuant to the said acquisition, Cleansolar Renewable Energy Private Limited (“Cleansolar”) Suryaurja has become Wholly Owned Subsidiary of MRPL. Cleansolar has successfully commissioned the 30 MW AC During the year, there were no operations in Suryaurja. solar power plant at Tandur District in the state of Telangana. Cleansolar has earned Rs. 2,317.22 lakhs from the sale of None of the above subsidiaries of the Company have declared power post commissioning. The foreign exchange exposure dividend during the year. has been fully hedged to protect against adverse currency A Report on the performance and financial position of each movements by way of full currency swap. of the subsidiaries and their contribution to the overall Cleansolar’s income for the year was Rs. 2,353.05 lakhs compared performance of the Company is provided in Form AOC-1, as to Rs. 101.81 lakhs in the previous year. Profit after tax for the Annexure I and forms part of this Annual Report. year was at Rs. 137.84 lakhs as compared to Loss after tax of OUTLOOK FOR THE CURRENT YEAR Rs. 60.90 lakhs in the previous year. The Company will commence commissioning of the 250 MW Astra Solren Private Limited (“Astra”) AC solar power plant at Rewa in the state of Madhya Pradesh. Astra is setting up 2 Solar Power plants of 40 Mega Watt (MW) The Company will also continue to evaluate opportunities Alternate Current (AC) and 25 MW AC in Charanka Solar Park, to carry on business as a producer and distributor of solar Gujarat. Astra has incurred expenditure amounting to Rs. 377 power by using solar cells, photo voltaic cells, wafers, photo Crores till 31st March, 2017 for setting up these power plants. voltaic solar modules, photo voltaic solar system / sub system, Astra has signed the Power Purchase Agreements (PPA) with tracker or fixed tilt, concentrated solar power and to provide Solar Energy Corporation of India (SECI) and secured debt related services. financing as well. The project construction work is in progress and the plant is expected to be commissioned shortly. DIVIDEND Your Directors do not recommend any dividend in view of loss Divine Solren Private Limited (“Divine”) made during the year. Divine is setting up Solar Power Plant of 50 Mega Watt (MW) Alternate Current (AC) in Adilabad District in the State of HOLDING COMPANY Telangana. The Company has incurred expenditure amounting Your Company continues to remain wholly owned subsidiary to Rs. 302 Crores till 31st March, 2017 for setting up these of Mahindra Susten Private Limited. power plants. The Company has signed the Power Purchase Agreement with Northern Power Distribution Company of DEMATERIALISATION OF SHARES Telangana Limited and secured debt financing as well. The The shares of your Company were admitted for dematerialisation project construction work is in progress and the plant is with National Securities Depository Limited during the year. The expected to be commissioned shortly. International Securities Identification Number (ISIN) allotted to the Company is INE163X01010. Your Company has appointed Neo Solren Private Limited (“Neo”) M/s. Karvy Computershare Private Limited as the Registrar Neo is setting up Solar Power Plant of 42 Mega Watt (MW) and Share Transfer Agent. Alternate Current (AC) in Wadekothapally District in the State of Telangana. The Company has incurred expenditure amounting ALTERATION OF MEMORANDUM OF ASSOCIATION to Rs. 9.92 Crores till 31st March, 2017 for setting up these The Share capital clause of Memorandum of Association of power plants. The Company has signed the Power Purchase your Company was altered during the year 3 times for the Agreement with Northern Power Distribution Company of increase in Authorized Share Capital from Rs. 130 Crores to Telangana Limited and secured debt financing as well. The Rs. 190 Crores; increase in Authorized Share Capital from project construction work is in progress and the plant is Rs. 190 Crores to Rs. 300 Crores and increase in Authorized expected to be commissioned shortly. Share Capital from Rs. 300 Crores to Rs. 320 Crores.
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SHARE CAPITAL At the Extra-ordinary General Meeting of your Company Authorized Share Capital held on October 22, 2016, the appointments of Mr. Bharat Upadhyay and Ms. Smita Mankad as Independent Directors The Authorized Share Capital of your Company as on March under Sections 149, 150, 152 and 160 of the Companies Act, 31, 2017 stood at Rs. 320,00,00,000/- (Rupees Three Hundred 2013, were approved by the members. Twenty Crores only) divided into 32,00,00,000 (Thirty Two Crores) equity shares of the face value of Rs. 10/- (Rupees Mr. Sriram Ramachandran (DIN: 07319032) was appointed as Ten only) each. an Additional Director at the Board meeting held on October 21, 2016. The Company has received notice along with requisite Further issue of Share Capital deposit from a Member under Section 160 of the Companies During the year under review, your Company made the Act, 2013, signifying its intention to propose Mr. Sriram following allotments to Mahindra Susten Private Limited on Ramachandran for the office of Director at the forthcoming Rights Basis: Annual General Meeting (“AGM”) of the Company. Your • Allotment of 6.9 Crores equity shares of the face value Directors recommend for your consideration, his appointment of Rs. 10/- each at par aggregating to Rs. 69 crores on as Directors at the forthcoming AGM. August 19, 2016. Mr. Roshan Gandhi (DIN - 00010478) is liable to retire by rotation • Allotment of 6.0 Crores equity shares of the face value and being eligible for re-appointment at the forthcoming AGM of Rs. 10/- each at par aggregating to Rs. 60 Crores on of your Company, has offered himself for re-appointment. September 12, 2016. During the year under review, the Board of Directors met nine • Allotment of 4.162 Crores equity shares of the face times on April 28, 2016, July 08, 2016, August 08, 2016, August value of Rs. 10/- each at a premium of Rs. 1.5 per share 30, 2016, September 26, 2016, October 21, 2016, November aggregating to Rs. 47.863 crores on March 30, 2017. 30, 2016, February 08, 2017 and March 17, 2017. Consequent to the above allotments, the issued, subscribed The Company has received declarations from Mr. Bharat and paid-up share capital of your Company as on March 31, Upadhyay and Ms. Smita Mankad, Independent Directors 2017 stood at Rs. 279,53,00,000/- divided into 27,95,30,000 to the effect that they meet the criteria of independence as equity shares of the face value of Rs. 10/- each. provided in Sub-section 6 of Section 149 of the Companies Act, 2013. BOARD OF DIRECTORS Composition and number of meetings attended: All the Directors of your Company including the Independent The Composition and the attendance at the meetings of the Directors have given requisite declarations pursuant to Section Board was as under:- 164 of the Companies Act, 2013 that they are not disqualified to be appointed as Directors of your Company. Sr. Name of the DIN Executive/ Independent/ No. of No. Director Non-Executive Non- meetings During the year under review, the Sixth AGM of your Company Director Independent attended was held on September 30, 2016. There were four Extra- Director ordinary General Meetings of your Company held during the Non – Executive 1 Basant Jain 00220395 9 year i.e. on July 12, 2016, August 9, 2016, September 1, 2016, Director and October 22, 2016. Non – Executive Non – 2 Roshan Gandhi 00010478 8 Director Independent COMMITTEES OF THE BOARD AND NUMBER OF Director 2 (appointed COMMITTEE MEETINGS Sriram Non – Executive 3 07319032 w.e.f. October Ramachandran Director 21, 2016) The following are the details of Committees of the Board:- 3 (appointed Non – Executive i) Nomination and Remuneration Committee (“NRC”): 4 Bharat Upadhyay 02189485 w.e.f. October Director Independent 21, 2016) The NRC members of the Board of Directors met once Director 2 (appointed Non – Executive during the year under review, i.e. on February 08, 2017. 5 Smita Mankad 02009838 w.e.f. October Director 21, 2016) The Composition and the attendance at the meeting of the NRC is as under: Mr. Bharat Upadhyay (DIN: 02189485) and Ms. Smita Mankad (DIN: 02009838) were appointed as Additional (Independent) Sr. Name of Directors Designation No. of Directors at the Board meeting held on October 21, 2016. No. meetings The Company had received the notice along with requisite attended deposit from a Member under Section 160 of the Companies 1 Ms. Smita Mankad Chairperson & Member 1 Act, 2013, signifying its intention to propose Mr. Bharat 2 Mr. Bharat Upadhyay Member 1 Upadhyay and Ms. Smita Mankad as candidates for the office of Director of the Company. 3 Mr. Sriram Ramachandran Member 1
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ii) Audit Committee (“AC”): DIRECTORS’ RESPONSIBILITY STATEMENT The AC members of the Board of Directors met twice Pursuant to Section 134(5) of the Companies Act, 2013, during the year under review, i.e. on October 21, 2016 your Directors, based on representation from operating and February 08, 2017. management, and after due enquiry confirm that: The Composition and the attendance at the meeting of • In the preparation of the annual accounts, the applicable the AC is as under: accounting standards have been followed along with proper explanation relating to material departures; Sr. Name of Directors Designation No. of No. meetings • The Directors have selected such accounting policies attended and applied them consistently and made judgments and 1 Ms. Smita Mankad Chairperson & Member 2 estimates that are reasonable and prudent so as to give 2 Mr. Bharat Upadhyay Member 2 a true and fair view of the state of affairs of the Company 3 Mr. Sriram Ramachandran Member 2 at the end of the financial year and of the loss of the Company for that period; All the recommendations made by the Audit Committee have been accepted by the Board. • The Directors have taken proper and sufficient care for MEETING OF INDEPENDENT DIRECTORS the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding The Independent Directors of the Company met on December the assets of the company and for preventing and 03, 2016 without the presence of the other Directors and detecting fraud and other irregularities; Management Personnel. The Meeting was conducted in an informal and flexible manner to enable the Independent • The Directors have prepared the annual accounts on a Directors to discuss matters pertaining to inter alia, review going concern basis; of performance of Non-Independent Directors and the Board as a whole and assess the quality, quantity and timeliness of • The Directors have ensured that there exist adequate flow of information between the Company Management and internal financial controls with reference to financial the Board, that is necessary for the Board to effectively and statements; and reasonably perform their duties. • The Directors have devised proper systems to ensure KEY MANAGERIAL PERSONNEL compliance with the provisions of all applicable laws Pursuant to the provisions of Section 2(51) and Section and that such systems were adequate and operating 203 of the Companies Act, 2013 read with the Companies effectively. (Appointment and Remuneration of Managerial Personnel) POLICY ON CRITERIA FOR APPOINTMENT/REMOVAL OF Rules, 2014, following appointments/ changes in Key DIRECTORS AND SENIOR MANAGEMENT PERSONNEL Managerial Personnel took place:- AND POLICY ON REMUNERATION OF DIRECTORS, KEY Mr. Rajnikant Jain was appointed as Chief Executive Officer MANAGERIAL PERSONNEL AND OTHER EMPLOYEES (“CEO”) with effect from February 08, 2017 pursuant to In line with the principles of transparency and consistency and resignation of Mr. Sameer Mathur as CEO with effect from upon recommendation of the Nomination and Remuneration January 04, 2017. Committee, your Board had approved: Mr. Mandar Joshi (ACS 21351) was appointed as Company Secretary (“CS”) with effect from October 21, 2016 pursuant to • Policy on the appointment/removal of Directors and resignation of Ms. Pinky Dutta (ACS 40096) as CS with effect senior management personnel, together with the criteria from July 15, 2016. for determining qualifications, positive attributes and independence of Directors, The Key Managerial Personnel of the Company as on March 31, 2017 were as follows:- • Policy on the remuneration of Directors, key managerial personnel and other employees. • Chief Executive Officer: - Rajnikant Jain These policies are attached herewith as Annexure II and the • Chief Financial Officer: - Rakesh Khaitan same forms part of this report. • Company Secretary: - Mandar Joshi RISK MANAGEMENT POLICY EVALUATION OF PERFORMANCE OF DIRECTORS Your Board has formulated a policy for the Management of The Board of Directors has adopted a process for annual risks identifying therein the elements of risks including those, evaluation of its own performance and that of its committees which in the opinion of the Board may threaten the existence and individual directors. Questionnaires for annual evaluation of the Company and steps to be taken to mitigate the same. were circulated to all Directors, whose responses were submitted to the Chairman of the Meeting for facilitating Your Board is hopeful that the implementation of the policy will the formal annual evaluation. The Directors expressed their be helpful in anticipating and avoiding risks and enabling the satisfaction with the evaluation process. Company to manage the same, if confronted with.
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STATUTORY AUDITORS 2013 read with the Companies Rule 8(3) of the Companies At the Fourth Annual General Meeting (“AGM”) held on August (Accounts) Rules, 2014 are attached herewith as Annexure IV 19, 2014, M/s. B. K. Khare & Co., Chartered Accountants, and the same forms part of this report. (ICAI registration Number 105102W) were appointed as the PARTICULARS OF EMPLOYEES AS REQUIRED UNDER statutory auditors of your Company for a period of five years. RULE 5(2) OF THE COMPANIES (APPOINTMENT AND They hold office from the conclusion of the fourth AGM until REMUNERATION OF MANAGERIAL PERSONNEL) RULES, the conclusion of Ninth AGM to be held in the year 2019. 2014 Pursuant to the first proviso of Section 139(1) of Companies Being unlisted Company, provisions of Rule 5 of the Companies Act, 2013, the members are requested to ratify the re- (Appointment and Remuneration of Managerial Personnel) appointment of Statutory Auditors for the Financial Year 2017- Rules, 2014 are not applicable to your Company. 18 and fix their remuneration at the ensuing Seventh AGM. PARTICULARS OF LOANS, GUARANTEES OR As required under the provisions of Sections 139 and 141 of INVESTMENTS UNDER SECTION 186 OF THE COMPANIES the Companies Act, 2013 read with the Companies (Audit and ACT, 2013 AND DEPOSITS UNDER CHAPTER V OF THE Auditors) Rules, 2014, your Company has obtained a written COMPANIES ACT, 2013 consent and certificate from the Statutory Auditors to the effect Your Company has not accepted any deposits from the public, that their re-appointment, if ratified, would be in conformity or its employees, during the year under review. There were with the conditions, limits and criteria specified therein. no other deposits falling under Rule 2(1)(c) of the Companies Your Directors confirm that the Auditors Report for Financial (Acceptance of Deposits) Rules, 2014 at the beginning of the Year 2016-17 does not contain any qualifications, reservations year, during the year and at the end of the year. There are no or adverse remarks. deposits which are not in compliance with the requirement of Chapter V of the Companies Act, 2013. Provisions relating to Cost Audit were not applicable to your Company during Financial Year 2016-17. Particulars of loans given and investments made and guarantees and securities provided pursuant to Section 186 INTERNAL AUDITORS of the Companies Act, 2013 are given under Note No. 24 of Pursuant to Section 138 of the Companies Act, 2013 read with the financial statements and the same form part of this Report. the Companies (Accounts) Rules, 2014, M/s. Rahul Shukla & Associates, was appointed as the Internal Auditor of your Your Company has not availed any loans/advances which Company for the year ended 31st March, 2017. are required to be disclosed in the annual accounts of the Company pursuant to Regulations 34(3) and 53(f) of Securities SECRETARIAL AUDITORS and Exchange Board of India (Listing Obligations and Pursuant to Section 204 of the Companies Act, 2013 read with disclosure Requirement) Regulations, 2015 and Schedule V the Companies (Appointment and Remuneration of Managerial thereto applicable to the ultimate holding company, Mahindra Personnel) Rules, 2014, your Company has appointed M/s. and Mahindra Limited. Sandeep Parekh & Co. Practicing Company Secretaries, (Certificate of Practice No. 7693) to undertake Secretarial Audit PARTICULARS OF TRANSACTIONS WITH RELATED PARTIES of the Company. All the transactions entered into by your Company with the related parties during the year under review were in ordinary A secretarial audit report for the financial year ended March 31, course of business and at arm’s length. 2017 issued by the Secretarial Auditor, pursuant to the aforesaid provisions is attached herewith in the prescribed Form MR 3 as Particulars of contracts or arrangements with related parties Annexure III, and the same forms part of this report. of the Company referred to under Section 188(1) of the Companies Act, 2013 are given in Form AOC – 2 as Annexure V The Secretarial Audit Report does not contain any qualification, and the same forms part of this report. reservation or adverse remark. EXTRACT OF ANNUAL RETURN REPORTING OF FRAUDS BY AUDITORS Pursuant to Section 92(3) of the Companies Act, 2013 and Rule During the period under review, the Statutory Auditor and 12(1) of the Companies (Management and Administration) Secretarial Auditor have not reported any instances of frauds Rules, 2014, an extract of the Annual Return as on March 31, committed in the Company by its officers or employees to 2017 in form MGT-9 is annexed herewith as Annexure VI and the Board/Audit Committee under Section 143(12) of the forms part of this report. Companies Act 2013, details of which needs to be mentioned in this report. INTERNAL FINANCIAL CONTROLS CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION Pursuant to Rule 8 of the Companies (Accounts) Rules, 2014, AND FOREIGN EXCHANGE EARNINGS AND OUTGO based on the representation received and after due enquiry, The particulars relating to the Energy Conservation, Technology your Directors confirm that they have laid down internal Absorption and Foreign Exchange Earnings and Outgo, as financial controls with reference to the Financial Statements required under Section 134(3) (m) of the Companies Act, and these controls are adequate.
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DISCLOSURE AS PER THE SEXUAL HARASSMENT OF 5. There were no shares having voting rights not exercised WOMEN AT WORKPLACE (PREVENTION, PROHIBITION directly by the employees and for the purchase of which AND REDRESSAL) ACT, 2013 or subscription to which loan was given by the Company The Company has adopted an Anti-Sexual Harassment Policy (as there is no scheme pursuant to which such persons in line with the requirements of the Sexual Harassment of can beneficially own shares as envisaged under Section Women at Workplace (Prevention, Prohibition and Redressal) 67(3)(c) of the Companies Act 2013). Act, 2013. Internal Complaints Committee (ICC) has been set ACKNOWLEDGEMENTS up to redress complaints received, if any, regarding sexual Your Directors are pleased to take this opportunity to thank harassment. During the year under review, no complaints were the shareholders, Companys’ bankers, customers, vendors, received under the said Act. other stakeholders, business associates and various agencies PROVISIONS NOT APPLICABLE or statutory authorities of the Central and State Government The provisions relating to CSR enumerated under Section 135 for their cooperation and support to the Company during the of the Companies Act, 2013 and implementation of Vigil year under review. Mechanism for directors and employees to report genuine concerns, in accordance with Section 177(9) of the Companies Act, 2013, are not applicable to your Company. GENERAL DISCLOSURES Your Directors make the following disclosures with respect to For and on behalf of the Board transactions/ events during the year under review: Mahindra Renewables Private Limited 1. There was no issue of equity shares with differential rights as to dividend, voting or otherwise. 2. There was no issue of shares (including sweat equity shares) to employees of the Company under any scheme. Basant Jain Roshan Gandhi Director Director 3. The Company does not have a Managing Director/ Whole Time Director. 4. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going Place : Mumbai th concern status and the Company’s operations in future. Date : 24 April, 2017
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116_Mahindra Renewables Private Limited.indd 2310 7/4/2017 3:41:32 PM Vikas Please check thoroughly. Vakils will not be responsible for errors not noted on this proof. Mahindra rENEWABLES Private Limited (Formerly known as Mahindra Offgrid Services Private Limited) 22.78 19.02 of the of (1.04) (2.67) 137.84 (172.54) (341.70) company Profit/(Loss) Performance Date of Date become subsidiary Roshan Gandhi 1-Jul-2015 (Rupees In Lakhs) 3-Dec-2013 14-Oct-2015 10-Oct-2015 16-Feb-2017 8-May- 2015 03-Dec-2013 51% 100% 100% 100% 100% 100% 100% where power different of voting of Proportion of For and on behalf of the Board For 51% 100% 100% 100% 100% 100% 100% interest ownership Proportion Basant Jain Director Mahindra Renewables Private Limited – – – – – – – thereon and Tax Tax and Dividend Proposed 22.77 19.03 (1.04) (2.67) 137.83 (172.54) (341.70) after Tax after Profit/(Loss) Profit/(Loss) – Tax 59.74 (0.47) 119.96 (58.32) (10.19) (44.77) Provision for Provision 32.96 (1.51) (2.67) 197.57 (25.74) (230.86) (461.66) before Tax before Profit/(Loss) Profit/(Loss) – – – – – Gross Turnover 2,317.22 1,203.48 – – – – – – in Form AOC 1 Form 2071.40 (excluding Investment Part A: Subsidiaries Part investments subsidiaries) Details for FY 2016-17 1.21 5.06 Total Total 8,378.68 7,171.77 Liabilities 3,2001.57 2,6262.07 4,3947.18 1.21 5.06 7,171.77 8,378.68 3,2001.57 2,6262.07 4,3947.18 Total Assets Total ANNEXURE I TO THE DIRECTORS’ REPORT (5.67) (2.25) Surplus 1046.25 5,166.75 5,468.84 5,332.59 6,168.93 Reserves& 6.00 1.00 962.30 931.50 848.94 951.79 Capital Capital money) & Share & 1,208.00 (including Preference Application NA NA NA NA NA NA NA Rate Exchange INR INR INR INR INR INR INR Pursuant to first proviso sub-section (3) of section 129 read with rule 5 Companies (Accounts) Rules, 2014 Currency Reporting Statement Containing salient features of the financial statements subsidiaries/associate companies/joint ventures April, 2017 April, th The Contribution of the subsidiaries to overall performance Holding Company in monetary terms was NIL, given that there was no dividend paid during the financial 2016-17. year 2017. 16, February from effect with subsidiary become has Limited Private Suryaurja Mahindra Name of the of Name Subsidiary Cleansolar Energy Renewable Limited Private (Cleansolar) Neo Solren Private Neo Solren Private Limited (Neo) Mahindra Suryaurja Limited Private Astra Solren Private Astra Solren Private Limited (Astra) Brightsolar Private Renewable Limited Marvel Solren Limited Private (Marvel) Divine Solren Limited Private (Divine) Sr. Sr. No 2. 3. 6. 5. 7. 4. 1. Note: 1. 2. : Not Applicable B: Associates/Joint Ventures Part
Mumbai : Place 24 : Date
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116_Mahindra Renewables Private Limited.indd 2311 7/4/2017 3:41:32 PM Vikas Please check thoroughly. Vakils will not be responsible for errors not noted on this proof. Mahindra rENEWABLES Private Limited (Formerly known as Mahindra Offgrid Services Private Limited)
ANNEXURE II TO THE DIRECTORS’ REPORT MAHINDRA RENEWABLES PRIVATE LIMITED (FORMERLY KNOWN AS ‘MAHINDRA OFFGRID SERVICES PRIVATE LIMITED’)
A. POLICY ON APPOINTMENT OF DIRECTORS AND for joining the Board. Upon receipt of the consent, the SENIOR MANAGEMENT new Director will be co-opted by the Board in accordance with the applicable provisions of the Companies Act 2013 DEFINITIONS and Rules made thereunder. The definitions of some of the key terms used in this Policy REMOVAL OF DIRECTORS are given below. If a Director is attracted with any disqualification as mentioned “Board” means Board of Directors of the Company. in any of the applicable Act, rules and regulations thereunder “Company” means Mahindra Renewables Private Limited or due to non - adherence to the applicable policies of the (Formerly known as ‘Mahindra Offgrid Services Private Limited’) company, the GNRC may recommend to the Board with reasons recorded in writing, removal of a Director subject to “Employee” means employee of the Company including the compliance of the applicable statutory provisions. employees in the Senior Management Team of the Company. SENIOR MANAGEMENT PERSONNEL “Key Managerial Personnel” (KMP) refers to key managerial Senior Management personnel are appointed or promoted personnel as defined under the Companies Act, 2013 and and removed/relieved with the authority of CEO based on includes: the business need and the suitability of the candidate. The (i) Chief Executive Officer (CEO); details of the appointment made and the personnel removed one level below the Key Managerial Personnel during a quarter (ii) Chief Financial Officer (CFO); and shall be presented to the Board. (iii) Company Secretary (CS). II. SUCCESSION PLANNING: “Nomination and Remuneration Committee” (NRC) means Board: Nomination and Remuneration Committee of Board of The successors for the Independent Directors shall be identified Directors of the Company for the time being in force. by the NRC at least one quarter before expiry of the scheduled “Senior Management” means personnel of the Company term. In case of separation of Independent Directors due to who are members of its Core Management Team excluding resignation or otherwise, successor will be appointed at the Board of Directors comprising of all members of management earliest but not later than the immediate next Board meeting including the functional heads. or three months from the date of such vacancy, whichever is later. I. APPOINTMENT OF DIRECTORS The NRC will accord due consideration for the expertise and • The NRC reviews and assesses Board composition other criteria required for the successor. and recommends the appointment of new Directors. In evaluating the suitability of individual Board member, the The Board may also decide not to fill the vacancy caused at NRC shall take into account the following criteria regarding its discretion. qualifications, positive attributes and independence of Senior Management Personnel: Director: A good succession-planning program aims to identify high • All Board appointments will be based on merit, in the growth individuals, train them and feed the pipelines with new context of the skills, experience, independence and talent. It will ensure replacements for key job incumbents in knowledge, for the Board as a whole to be effective. KMPs and senior management positions in the organization. • Ability of the candidates to devote sufficient time and We have a process of identifying Hi-pots and critical positions. attention to his professional obligations as Independent Successors are mapped for these positions at the following Director for informed and balanced decision making levels: • Adherence to the Code of Conduct and highest level 1. Ready now of Corporate Governance in letter and in sprit by the 2. Ready in 1 to 2 years Independent Directors 3. Ready in 2 to 5 years • Based on recommendation of the NRC, the Board will evaluate the candidate(s) and decide on the selection of 4. Ready in more than 5 years the appropriate member. The Board through the Chairman will interact with the new member to obtain his/her consent in order to ensure talent readiness as per a laddered approach.
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B. REMUNERATION POLICY FOR DIRECTORS, KEY • Our package of remuneration and benefits will be MANAGERIAL PERSONNEL AND EMPLOYEES. designed to provide a degree of flexibility to individual Overall Intent of Compensation Policy: officers to structure key benefits in a way that best suits individual personal and family requirements At Mahindra Renewables Private Limited (Renewables) we want our employees to understand and appreciate their • Recognizing the need for long-term security, the role in providing value to the business. On its part, the compensation will include all statutory and other retirement organization recognizes that its success depends upon the benefits. skills, competencies and performance of its employees. We • Broad bands of compensation levels will be equitably also believe that the way in which we compensate, reward and defined for each grade to reflect levels of responsibility recognize as well as promote our employees is a crucial factor and provide a template when recruiting new employees. in achieving our business and financial objectives. Towards achievement of these objectives, we promote an entrepreneurial, • A pre-determined portion of remuneration will be linked team-based performance and result oriented culture. directly to the annual performance of each individual and the business. This proportion will vary for each grade in Objectives of the Compensation Policy: keeping with the levels of responsibility. • To attract, motivate and retain employees by compensating them competitively, based on periodic comparison with Employees and Key Management Personnel: other companies in relevant industries. The company has a comprehensive HR policy manual which covers remuneration, employee benefits, special employee • To provide an overall package of remuneration and benefits, reimbursements, administrative policies etc. benefits which addresses the normal requirements of employees and their families. Policy for Non- Executive Directors including Independent Directors: • To align levels of compensation with the expected output of employees in terms of role responsibility, skills and The Nomination and Remuneration Committee shall decide experience. the basis for determining the compensation, both fixed and variable, to the Non-Executive Directors including • To link elements of compensation with performance of Independent Directors whether as commission or otherwise. each individual as well as the business. The Committee shall take into consideration various factors Compensation Strategy: such as Director’s participation in Board and Committee meetings during the year, other responsibilities undertaken, • We will regularly track market trends in terms of such as membership or Chairmanship of committees, time compensation levels and practices in relevant industries spent in carrying out their duties, role and functions as through participation in structured surveys and informal envisaged in Companies Act 2013, and such other factors consultation with a select group of comparable as the committee may consider deem fit for determining the organizations. This information will be used to internally compensation. review our compensation policies and levels.
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ANNEXURE III TO THE DIRECTORS’ REPORT
SECRETARIAL AUDIT REPORT FOR THE FINANCIAL YEAR ENDED ON MARCH 31, 2017 [Pursuant to Section 204(1) of the Companies Act, 2013 and rule No.9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]
To, (a) The Securities and Exchange Board of India The Members, (Substantial Acquisition of Shares and Takeovers) MAHINDRA RENEWABLES PRIVATE LIMITED Regulations, 2011; - (Not applicable to the Company during the Audit Period) CIN: U40300MH2010PTC205946 Mahindra Towers, Dr. G. M. Bhosale Marg, (b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992; - P.K. Kurne Chowk, Worli, (Not applicable to the Company during the Audit Mumbai, Maharashtra 400018, India Period) We have conducted the secretarial audit of the compliance (c) The Securities and Exchange Board of India (Issue of applicable statutory provisions and the adherence to good of Capital and Disclosure Requirements) Regulations, corporate practices by MAHINDRA RENEWABLES PRIVATE 2009; - (Not applicable to the Company during the LIMITED (hereinafter called the “Company”). Secretarial Audit Audit Period) was conducted in a manner that provided us a reasonable basis (d) The Securities and Exchange Board of India (Employee for evaluating the corporate conducts/statutory compliances Stock Option Scheme and Employee Stock Purchase and expressing my opinion thereon. Scheme) Guidelines, 1999; - (Not applicable to the Based on our verification of the Company’s books, papers, Company during the Audit Period) minute books, forms and returns filed and other records (e) The Securities and Exchange Board of India (Issue maintained by the Company and also the information and Listing of Debt Securities) Regulations, 2008; - provided by the Company, its officers, agents and authorized (Not applicable to the Company during the Audit representatives during the conduct of secretarial audit, we Period) hereby report that in our opinion, the Company has, during the audit period covering the financial year ended 31st March, (f) The Securities and Exchange Board of India 2017, complied with the statutory provisions listed hereunder (Registrars to an Issue and Share Transfer Agents) and also that the Company has proper Board-processes and Regulations, 1993 regarding the Companies Act and compliance-mechanism in place to the extent, in the manner dealing with client; - (Not applicable to the Company and subject to the reporting made hereinafter: during the Audit Period) (g) The Securities and Exchange Board of India (Delisting We have examined the books, papers, minute books, forms of Equity Shares) Regulations, 2009; - (Not applicable and returns filed and other records maintained by Company to the Company during the Audit Period) for the financial year ended 31st March, 2017 according to the provisions of: (h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998 - (Not applicable to (1) The Companies Act, 2013 (“the Act”) and the rules made the Company during the Audit Period) there under; We further report that there are adequate systems and (2) The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) processes in the Company commensurate with the size and the rules made there under - Not applicable to the and operations of the Company to monitor and ensure Company during the audit period compliance with applicable laws, rules, regulations and (3) The Depositories Act, 1996 and the Regulations and Bye- guidelines. laws framed there under; We have also examined compliances with the applicable (4) Foreign Exchange Management Act, 1999 and the rules clauses of the following: and regulations made there under to the extent of Foreign 1. Secretarial Standards issued by the Institute of Direct Investment, Overseas Direct Investment and Company Secretaries of India. External Commercial Borrowings - Not applicable to the Company during the audit period 2. The Listing Agreements entered into by the Company with Stock Exchange(s) – Not Applicable (5) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, During the period under review the Company has complied 1992 (‘SEBI Act’): - (Not applicable to the Company with the provisions of the applicable Act, Rules, Regulations, during the Audit Period) Guidelines, Standards, etc. as mentioned above.
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Note: Please report specific non compliances / observations / the Company’s affairs in pursuance of the above referred laws, audit qualification, reservation or adverse remarks in respect of rules, regulations, guidelines, etc.:- the above para wise. – Nil. • Rights issue of shares offered to Mahindra Susten Private We further report that Limited during the financial year 01.04.2016 - 31.03.2017:-
The Board of Directors of the Company is duly constituted. Date of The following changes in the composition of the Board of No. of Board No. of Directors have taken place during the period under review; equity meeting equity Sr. shares in which it shares Date of 1. The Company had appointed Mr. Bharat Upadhyay No. offered was offered allotted allotment and Ms. Smita Mankad as the Additional (Independent) 1 6,90,00,000 8-Aug-16 6,90,00,000 19 Aug. 2016 Directors of the Company on 21 October 2016 and their (by circular appointment was approved by the shareholders at EGM resolution) held on 22 October 2016. 2 6,00,00,000 20-Aug-16 6,00,00,000 12 Sep. 2016 2. The Company had also appointed Mr. Sriram (by circular Ramachandran as the Additional Director of the Company resolution) on 21 October 2016, who shall hold office till ensuing 3 6,47,86,000 8-Feb-17 4,16,20,000 30 Mar. 2017 AGM. (by circular Adequate notice is given to all directors to schedule the resolution) Board / and Committee Meetings, agenda and detailed notes on agenda were sent at least seven days in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting. For Sandeep P Parekh & Co., Majority decision is carried through while the dissenting members’ views are captured and recorded as part of the Company Secretaries minutes, if any. As informed to us, we further report that there are adequate systems and processes in the Company commensurate with Sd/- the size and operations of the Company to monitor and FCS No: 7118, ensure compliance with applicable laws, rules, regulations and CP No: 7693 guidelines. Sandeep P. Parekh We further report that during the audit period there were Place : Navi Mumbai following specific events/actions having a major bearing on Date : 24th April 2017
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ANNEXURE IV TO THE DIRECTORS’ REPORT
PARTICULARS AS PER THE COMPANIES (ACCOUNTS) RULES, 2014 AND FORMING PART OF THE DIRECTORS’ REPORT FOR THE YEAR ENDED MARCH 31, 2017
A. CONSERVATION OF ENERGY 5. Technology absorption, adaptation and innovation: (a) Energy Conservation measures taken: NA The operations of your Company are not energy 6. Imported Technology for the last 5 years: Nil intensive. However, adequate measures have been C. FOREIGN EXCHANGE EARNINGS AND OUTGO initiated to reduce energy consumption. Total Foreign Exchange earnings and outgo during the (b) Additional investments and proposals, if any, being year under review is as follows: implemented for reduction of consumption of energy: NIL • Foreign Exchange earnings – Nil (c) Impact of the measures taken at (a) & (b) above for • Foreign Exchange outgo – Nil reduction of energy consumption and consequent impact on the cost of production of goods: Nil (d) Total energy consumption and energy consumption per unit of production as per Form-A of the Annexure For and on behalf of the Board to the Rules in respect of Industries specified in the Mahindra Renewables Private Limited Schedule: Nil B. TECHNOLOGY ABSORPTION Research & Development (R & D) Basant Jain Roshan Gandhi Director Director 1. Areas in which Research & Development is carried out: Nil 2. Benefits derived as a result of the above efforts: NA 3. Future plan of action: Nil Place : Mumbai 4. Expenditure on R&D: Nil Date : 24th April, 2017
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ANNEXURE V TO THE DIRECTORS’ REPORT
FORM NO. AOC - 2 (Pursuant to clause (h) of Sub-section–(3) of Section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014.
Disclosure of particulars of contracts/arrangements entered into by the company with related parties referred to in sub‑section (1) of section 188 of the Companies Act, 2013 including certain arms’ length transaction under third proviso thereto. 1. Details of contracts or arrangements or transactions not at arm’s length basis: NIL
Sr. Name(s) of Nature of Duration of Salient terms of Justification for Date(s) of Amount paid Date on which the No. the related contracts/ the contracts/ the contracts or entering into approval by as advances, special resolution was party and arrangements/ arrangements/ arrangements such contracts or the Board if any: passed in general nature of transactions transactions or transactions arrangements or meeting as required relationship including the transactions under first proviso to value, if any Section 188 – – – – – – – – –
2. Details of material contracts or arrangement or transactions at arm’s length basis: (Amount in Rs. Lakhs)
Salient terms of the contracts or Duration of arrangements Name(s) of the related the contracts/ or transactions Date(s) of Amount paid Sr. party and nature of arrangements/ including the value, approval by the as advances, No. relationship transactions if any Amount Board, if any if any 1 Mahindra Susten Private 30.03.2017 Works Order for 103.73 Not applicable NIL Limited supply of precast (Refer Note 2) boundary wall material at Neo Solren site. Note: 1. Material Contracts: covered under Rule 15(3) of Companies (Meetings of Board and its Powers) Rules, 2014 Arrangements for rendering of services for an amount exceeding 10% of turnover of the Company or Rs. fifty crore, whichever is lower is considered as material for the purpose of this disclosure. 2. All these transactions are at arm’s length and are in ordinary course of business. Accordingly, Board approval is not required as per proviso to sub section (1) of Section 188 of the Companies Act, 2013. For and on behalf of the Board Mahindra Renewables Private Limited
Basant Jain Roshan Gandhi Director Director
Place : Mumbai Date : 24th April, 2017
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ANNEXURE VI TO THE DIRECTORS’ REPORT
Form No. MGT-9 Extract of Annual Return As on the financial year ended on 31st March, 2017 [Pursuant to Section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014]
I. REGISTRATION AND OTHER DETAILS: 1. CIN U40300MH2010PTC205946 2. Registration Date July 26, 2010 3. Name of the Company Mahindra Renewables Private Limited 4. Category/Sub-Category of the Company Public Company Limited by shares/Indian Non- Government Company 5. Address of Registered office and contact details Mahindra Towers, P. K. Kurne Chowk, Worli, Mumbai 400018. Tel : 022-24905836 6. Whether listed Company (Yes/No) No 7. Name, Address and Contact details of Registrar and Transfer KARVY COMPUTERSHARE PVT. LTD. Agent, if any Karvy Selenium Tower B, Plot 31-32, Gachibowli, Financial District, Nanakramguda City: Hyderabad Pin: 500 032 Std code: 040 Tel.: 67162222 Fax : 23001153 Email id : [email protected]
II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY All the business activities contributing 10 % or more of the total turnover of the company:- Sr. Name and Description of main products/ NIC Code of the % to total turnover No. services Product/service of the company 1. Trade in Electric Equipment 46593 83% 2. Electric power generation using solar energy 35105 17%
III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES Holding/ % of Sr. Subsidiary of the shares Applicable No. Name and Address of the Company CIN Company held Section 1. Mahindra and Mahindra Limited L65990MH1945PLC004558 Ultimate Holding 100* 2(46) Address: Mahindra Towers, P. K. Kurne Company Chowk, Worli, Mumbai - 400 018 2. Mahindra Holdings Limited U65993MH2007PLC175649 Intermediate 100* 2(46) Address: Mahindra Towers, P. K. Kurne Holding Company Chowk, Worli, Mumbai - 400 018 3. Mahindra Susten Private Limited U74990MH2010PTC207854 Immediate Holding 100 2(46) Address: Mahindra Towers, P. K. Kurne Company Chowk, Worli, Mumbai - 400 018 4. Cleansolar Renewable Energy Private U40108MH2013PTC250684 Subsidiary 100 2(87) Limited Company Address: Mahindra Towers, P. K. Kurne Chowk, Worli, Mumbai -4000018 5. Brightsolar Renewable Energy Private U40108MH2013PTC250683 Subsidiary 51 2(87) Limited Company Address: Mahindra Towers, P. K. Kurne Chowk, Worli, Mumbai -4000018
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Holding/ % of Sr. Subsidiary of the shares Applicable No. Name and Address of the Company CIN Company held Section 6. Neo Solren Private Limited U74999MH2015PTC266154 Subsidiary 100 2(87) Address: Mahindra Towers, P. K. Kurne Company Chowk, Worli, Mumbai -4000018 7. Divine Solren Private Limited U74120MH2015PTC264259 Subsidiary 100 2(87) Address: Mahindra Towers, P. K. Kurne Company Chowk, Worli, Mumbai -4000018 8. Astra Solren Private Limited U74120MH2015PTC269256 Subsidiary 100 2(87) Address: Mahindra Towers, P. K. Kurne Company Chowk, Worli, Mumbai -4000018 9. Marvel Solren Private Limited U74120MH2015PTC269074 Subsidiary 100 2(87) Address: Mahindra Towers, P. K. Kurne Company Chowk, Worli, Mumbai -4000018 10. Mahindra Suryaurja Private Limited U40103MH2012PTC226016 Subsidiary 100 2(87) Address: Mahindra Towers, P. K. Kurne Company Chowk, Worli, Mumbai -4000018 * Holding through its Subsidiary ‘Mahindra Susten Private Limited’
SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity) i. Category-wise Share Holding:
No. of Shares held at the beginning of the year No. of Shares held at the end of the year % of (As on 1.4.2016) (As on 31.3.2017) change Category of % of Total % of Total during the Shareholders Demat Physical Total shares Demat Physical Total shares year A. Promoters 1. Indian – – – – – – – – – a. Individual/HUF – – – – – – – – – b. Central Govt. – – – – – – – – – c. State Govt. – – – – – – – – – d. Bodies Corp. – 10,89,10,000 10,89,10,000 100 – 27,95,30,000 279,530,000 100 – e. Bank/FI – – – – – – – – – f. Any Other – – – – – – – – – Sub-Total - A - (1) – 10,89,10,000 10,89,10,000 100 – 27,95,30,000 279,530,000 100 – 2. Foreign a. NRI-Individuals – – – – – – – – – b. Other Individuals – – – – – – – – – c. Body Corporate – – – – – – – – – d. Bank/FI – – – – – – – – – e. Any Others – – – – – – – – – Sub-Total - A - (2) – – – – – – – – – Total Shareholding of Promoters (1+2) – 10,89,10,000 10,89,10,000 100 – 27,95,30,000 279,530,000 100 – B. Public Shareholding 1. Institution – – – – – – – – – a. Mutual Funds – – – – – – – – – b. Bank/FI – – – – – – – – – c. Central Govt. – – – – – – – – – d. State Govt. – – – – – – – – –
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No. of Shares held at the beginning of the year No. of Shares held at the end of the year % of (As on 1.4.2016) (As on 31.3.2017) change Category of % of Total % of Total during the Shareholders Demat Physical Total shares Demat Physical Total shares year e. Venture Capital – – – – – – – – – f. Insurance Co. – – – – – – – – – g. FIIs – – – – – – – – – h. Foreign Portfolio Corporate – – – – – – – – – i. Foreign Venture Capital Fund – – – – – – – – – j. Others – – – – – – – – – Sub-total = B (1) – – – – – – – – – 2. Non- Institution – – – – – – – – – a. Body Corporate – – – – – – – – – b. Individual – – – – – – – – – i. Individual shareholders Holding nominal share capital upto 1 lakh – – – – – – – – – ii. Individual shareholders Holding nominal share capital in excess of 1 Lakh – – – – – – – – – c. Others i. NRI (Rep) – – – – – – – – – ii. NRI (Non-Rep) – – – – – – – – – iii. Foreign National – – – – – – – – – iv. OCB – – – – – – – – – v. Trust – – – – – – – – – vi. In transit – – – – – – – – – Sub-total - B(2) – – – – – – – – – Net Total (1+2) – – – – – – – – – C. Shares held by Custodian for GDRs & ADRs Promoter and Promoter Group – – – – – – – – – Public – – – – – – – – – Grand Total (A+B+C) – 10,89,10,000 10,89,10,000 100 – 27,95,30,000 279,530,000 100 –
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ii. Shareholding of Promoters: Sr. Shareholder’s Name Shareholding at the beginning of the year Shareholding at the end of the year (as on % change in No. (as on April 01, 2016) March 31, 2017) shareholding No. of % of shares % of shares No. of % of shares % of shares during the shares of the Pledged/ shares of the Pledged/ year Company encumbered Company encumbered to total shares to total shares 1. Mahindra Susten Private Limited 10,89,05,000 100 – 27,95,25,000 100 – – 2. Mahindra Susten Private Limited Jointly with Mr. Roshan Gandhi* 5,000 – – 5,000 – – – TOTAL 10,89,10,000 100 – 27,95,30,000 100 – – * 5,000 Shares are held by Mahindra Susten Private Limited jointly with a Nominee to comply with the statutory provisions of Companies Act, 2013, with regard to minimum number of members. iii. Change in Promoter’s Shareholding: Shareholding at the beginning of Cumulative Shareholding Name of Promoter: the year (As on April 1, 2016) Increase/ during the year Mahindra Susten Limited including 5,000 % of total shares Decrease in % of total shares share Jointly with Roshan Gandhi No. of shares of the Company No. of shares No. of shares of the Company At the beginning of the year 10,89,10,000 100 Increase:- Allotment of Equity shares on Rights basis on August 19, 2016 6,90,00,000 17,79,10,000 100 Increase:- Allotment of Equity shares on Rights basis on September 12, 2016 6,00,00,000 23,79,10,000 100 Increase:- Allotment of Equity shares on Rights basis on March 30, 2017 4,16,20,000 27,95,30,000 100 At the end of the year (As on March 31, 2017) 27,95,30,000 100 iv. Shareholding Pattern of top ten Shareholders (other than Directors, Promoters and Holders of GDRs and ADRs): Sr. Top Ten Shareholders Shareholding at the beginning of the year Shareholding at the end of the year No. (As on April 1, 2016) (As on March 31, 2017) No. of shares % of total shares of No. of shares % of total shares of the Company the Company – – – – – –
v. Shareholding of Directors and Key Managerial Personnel: NIL Sr. For each of the Directors and KMP Shareholding at the beginning of the year Shareholding at the end of the year No. Name of the Director/KMP No. of shares % of total shares of No. of shares % of total shares of the Company the Company 1. NIL NIL NIL NIL NIL IV. INDEBTEDNESS Indebtedness of the Company including interest outstanding/accrued but not due for payment. (Rupees in Lakhs) Secured Loans Excluding Unsecured Total Particulars Deposits Loans Deposits Indebtedness Indebtedness at the beginning of the financial year 01.04.2017 – – – – 1) Principal Amount – – – – 2) Interest due but not paid – – – – 3) Interest accrued but not due – – – –
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Secured Loans Excluding Unsecured Total Particulars Deposits Loans Deposits Indebtedness Total of (1+2+3) – – – – Change in Indebtedness during the financial year – – – – + Addition – 1,800.00 – 1,800.00 - Reduction – – – – Net change – 1,800.00 – 1,800.00 Indebtedness at the end of the financial year-31.03.2017 – – 1) Principal Amount – 1,800.00 – 1,800.00 2) Interest due but not paid – 7.15 – 7.15 3) Interest accrued but not due – – – – Total of (1+2+3) – 1,807.15 – 1,807.15
V. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL A. Remuneration to Managing Director, Whole-Time Directors and/or Manager: Not applicable
Sl. Particulars of Remuneration Name of the MD/ Total Amount No WTD/Manager 1 Gross salary – – (a) Salary as per provisions contained in section 17(1) of the Income Tax. 1961. – – (b) Value of perquisites u/s 17(2) of the Income tax Act, 1961 – – (c ) Profits in lieu of salary under section 17(3) of the Income Tax Act, 1961 – – 2 Stock option – – 3 Sweat Equity – – 4 Commission – – as % of profit – – others (specify) – – 5 Others, please specify – – Total (A) – – Ceiling as per the Act – –
B. Remuneration of other Directors: I. Independent Directors (Amount in Rupees)
Name of Directors Particulars of Remuneration Smita Mankad Bharat Upadhyay Total Fee for attending Board/Committee meetings* 70,000 90,000 160,000 Commission – – – Others – – – * Overall Ceiling for sitting fees, being Rupees One Lakh only per meeting as per Companies Act, 2013 Total 70,000 90,000 160,000
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II. Other Non-Executive Directors: NIL
Particulars of Remuneration Name of the Directors Total Amount Fee for attending Board/Committee meetings – – Commission – – Others, please specify. – – Total – – Overall Cieling as per the Act. – – c. Remuneration to Key Managerial Personnel other than MD/Manager/wtd:
Sr. Chief Executive Chief Financial Company No. Particulars of Remuneration Officer Officer Secretary Total 1 Gross Salary (a) Salary as per provisions contained in Section 17(1) of the Income Tax Act – – – – (b) Value of perquisites u/s 17(2) Income Tax Act, 1961 – – – – (c) Profits in lieu of salary under Section 17(3) Income Tax Act, 1961 – – – – 2 Stock Option – – – – 3 Sweat Equity – – – – 4 Commission – As % of Profit – Others, specify – – – – 5 Others – – – – Others please specify – – – – Professional Fees – – 85,000 85,000 Total (C) – – 85,000 85,000
VI. PENALTIES/PUNISHMENT/COMPOUNDING OF OFFENCES (Under the Companies Act)- NIL
Details of Section Penalty/ Appeal of the Punishment/ Authority made, if Companies Brief Compounding [RD/NCLT/ any (give Type Act Description fees imposed COURT] Details) Penalty – – – – – – Punishment – – – – – – Compounding – – – – – – OTHER OFFICERS IN DEFAULT – – – – – – Penalty – – – – – – Punishment – – – – – – Compounding – – – – – –
For and on behalf of the Board Mahindra Renewables Private Limited
Basant Jain Roshan Gandhi Director Director
Place : Mumbai Date : 24th April, 2017
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INDEPENDENT AUDITORS’ REPORT
To the Members of Mahindra Renewable Private Limited 6. An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the Report on the Standalone Ind AS Financial Statements standalone Ind AS financial statements. The procedures 1. We have audited the accompanying standalone Ind AS selected depend on the auditor’s judgment, including financial statements ofMahindra Renewables Private the assessment of the risks of material misstatement of Limited (“the Company”), which comprise the balance the standalone Ind AS financial statements, whether due sheet as at March 31, 2017, and the statements of profit to fraud or error. In making those risk assessments, the and loss (including other comprehensive income), the auditor considers internal financial control relevant to the statement of cash flows and the statement of changes in Company’s preparation of the standalone Ind AS financial equity for the year then ended, and a summary of the statements that give a true and fair view in order to design significant accounting policies and other explanatory audit procedures that are appropriate in the circumstances. information (hereinafter referred to as “standalone Ind AS An audit also includes evaluating the appropriateness of financial statements”) the accounting policies used and the reasonableness of the accounting estimates made by the Company’s Management’s Responsibility for the Standalone Financial Directors, as well as evaluating the overall presentation of Statements the standalone Ind AS financial statements. 2. The Company’s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 7. We believe that the audit evidence we have obtained is 2013 (“the Act”) with respect to the preparation of these sufficient and appropriate to provide a basis for our audit standalone Ind AS financial statements that give a true and opinion on the standalone Ind AS financial statements. fair view of the financial position, financial performance Opinion including other comprehensive income, cash flows and changes in equity of the Company in accordance with 8. In our opinion and to the best of our information and the accounting principles generally accepted in India, according to the explanations given to us, the aforesaid including the Indian Accounting Standards (Ind AS) standalone Ind AS financial statements give the information prescribed under Section 133 of the. required by the Act in the manner so required and give a true and fair view in conformity with the accounting This responsibility also includes maintenance of adequate principles generally accepted in India including the Ind accounting records in accordance with the provisions of AS, of the financial position of the company as at March the Act for safeguarding the assets of the Company and 31, 2017 and its loss including other comprehensive for preventing and detecting frauds and other irregularities; income, its cash flows and the changes in equity for the selection and application of appropriate accounting policies; year then ended on that date. making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of Other Matter adequate internal financial controls, that were operating 9. The Comparative standalone financial information of the effectively for ensuring the accuracy and completeness Company for the year ended March 31, 2016 and the of the accounting records, relevant to the preparation and transition date opening balance sheet as at April 1, 2015 presentation of the standalone Ind AS financial statements included in these standalone Ind AS financial statements that give a true and fair view and are free from material are based on the previously issued statutory financial misstatement, whether due to fraud or error. statements prepared in accordance with the Companies (Accounting Standard) Rules, 2006, as amended, audited Auditor’s Responsibility by us and on which we expressed an unmodified opinion 3. Our responsibility is to express an opinion on these in our report dated April 28, 2016, as adjusted for the standalone Ind AS financial statements based on our differences on account of conversion to Ind AS and which audit. have also been audited by us. 4. We have taken into account the provisions of the Act, the Report on Other Legal and Regulatory Requirements accounting and auditing standards and matters which are required to be included in the audit report under the 10. As required by the Companies (Auditor’s Report) Order, provisions of the Act and the Rules made thereunder. 2016, issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act (the “Order”), 5. We conducted our audit in accordance with the Standards and on the basis of such checks of the books and records on Auditing specified under Section 143(10) of the Act. of the Company as we considered appropriate and Those Standards require that we comply with ethical according to the information and explanations given to requirements and plan and perform the audit to obtain us, we give in the Annexure I a statement on the matters reasonable assurance about whether the standalone specified in paragraphs 3 and 4 of the Order, to the extent Ind AS financial statements are free from material applicable. misstatement.
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11. As required by Section 143(3) of the Act, we report that: ii. There were no material foreseeable losses as at March 31, 2017 in respect of the long term a. we have sought and obtained all the information and contract entered into by the company in respect explanations which to the best of our knowledge and of this contract. According to the information and belief were necessary for the purpose of our audit; explanations given to us the Company does not b. in our opinion proper books of account as required have any derivative contracts. by law have been kept by the Company so far as it appears from our examination of those books; iii. There are no amounts required to be transferred to the Investor Education and Protection Fund by c. the Balance Sheet, the Statement of Profit and Loss, the Company. statement of Cash Flow and the statement of changes in equity dealt with by this Report are in agreement iv. According to the information and explanations with the books of account; given to us and as indicated in Note 9 to the standalone financial statements, management d. In our opinion, the aforesaid standalone Ind AS has represented that the Company neither has financial statements comply with the Accounting any cash transactions nor does it hold any cash, Standards specified under Section 133 of the Act, and accordingly, the disclosure requirements read with Rule 7 of the Companies (Accounts) Rules, specified in Rule 11(d) of the Companies (Audit 2014 (as amended); and Auditors Rules), 2014, as amended, are not e. On the basis of written representations received from the applicable. Based on our audit procedures and directors as on March 31, 2017 taken on record by the relying on the management representation as Board of Directors, none of the directors is disqualified aforesaid, we report that the same is as per the as on March 31, 2017, from being appointed as a books of account of the Company. director in terms of Section 164(2) of the Act. f. With respect to the adequacy of internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate report in Annexure II. For B. K. Khare & Co. g. With respect to the other matters to be included in Chartered Accountants the Auditor’s Report in accordance with Rule 11 of Firm’s Registration Number 105102W the Companies (Audit and Auditors) Rules, 2014(as amended), in our opinion and to the best of our Himanshu Chapsey information and according to the explanations given Partner to us: Membership Number: 105731 i. The Company does not have any pending litigations as at March 31, 2017 which would Place: Mumbai have an impact on its financial position Date: 24th April, 2017
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ANNEXURE TO THE AUDITOR’S REPORT
Referred to in paragraph 10 of our report of even date on the standalone Ind AS financial statements of Mahindra Renewables Private Limited for the year ended March 31, 2017
1. (i) The Company has maintained proper records Act, and the rules framed thereunder and hence the showing full particulars, including quantitative details provisions of para 3(v) of the Order are not applicable to and situation of fixed assets. the Company. (ii) The Company has physically verifies its fixed assets 6. In our opinion, and according to the information and during the year, which, in our opinion, is reasonable explanations given to us, the Central Government of India having regard to the size of the Company and the has not specified the maintenance of cost records under nature of its assets. The discrepancies noted on such sub-section (1) of Section 148 of the Act for any of the verification were not material and have been adjusted products of the Company. in the books of account. 7. (i) According to the information and explanations given (iii) The Company’s fixed assets do not include any to us and the records of the Company examined by immovable property and hence the provisions of us, in our opinion, the Company is generally regular para 3(i)(c) of the Order are not applicable to the in depositing the undisputed statutory dues, including Company. provident fund, employees’ state insurance, income- 2. According to the information ans explanations given tax, sales-tax, wealth tax, service tax, duty of customs, to is and to the best of our knowledge and belief, the value added tax, cess and other material statutory Company did not have any inventory during the year and dues, as applicable, with the appropriate authorities. accordingly, the provisions of para 39(ii) of the Order are According to the information and explanations given not applicable. to us, no undisputed amounts in respect of the above were outstanding, as on March 31, 2017 for a period 3. The Company has granted loans aggregating Rs.18.91 of more than 6 months from the date they became lacs to two subsidiary companies covered in the register payable. maintained under section 189 of the Companies Act, 2013 (ii) According to the information and explanations given (i) As informed to us by management, the loans to us and the records of the Company examined by are subordinate to all other loans taken by the us, there are no dues of no dues of income tax, sales subsidiaries and the principal and interest on tax, wealth-tax, service-tax, duty of customs, and duty the loans of Rs. 18.91 crores are repayable only of excise or value added tax or cess which have not after repayment of all other loans. According to been deposited on account of any dispute. the information and explanations given to us, and having regard to management’s representation that 8. According to the information and explanations given to the loan is given to its subsidiaries in the interest of us the Company did not have any borrowings from any the Company’s business, the terms and conditions financial institution, bank or Government nor has it issued of repayment for the said loan is not prima facie any debentures during the year and hence the provisions prejudicial to the interest of the Company. of para 3(viii) of the Order are not applicable to the Company. (ii) Other than the terms of repayment of principal and interest indicated in 3(i) herein, there are no other 9. The Company has raised money by way of subordinated stipulations as to payment of principal and interest debt of Rs. 18.91 crores from its holding company which on the aforesaid loans. were applied for the purposes for which it was raised. The Company has not raised any money by way of initial public (iii) In view of the terms of the loans indicated in 3(i) offer or further public officer (including debt instruments). above, there are no amounts of principal and interest overdue for more than 90 days, in respect of the 10. During the course of our examination of the books and aforesaid loans. records of the Company, carried out in accordance with generally accepted auditing practices in India, and 4. In our opinion and according to the information and according to the information and explanations given to explanations given to us, the provisions of Section 185 us, we have neither noticed any instance of material fraud and 186 of the Act, have been complied with in respect of by the Company or by the officers or employees on the the loans granted, investments made, guarantees given at Company nor has any such instance been reported. March 31, 2017. We are informed that the Company has not given any security during the year. 11. According to the information and explanations given to us the Company has not paid any remuneration to managerial 5. In our opinion and according to the information and personnel as defined in the Act and accordingly the explanations given to us, the Company has not accepted provisions of para 3(xi) of the Order are not applicable to any deposits within the meaning of section 73 to 76 the the Company.
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12. According to the information and explanations given to 16. According to the information and explanations given to us the Company is not a nidhi company and hence the us, the Company is not required to be registered under provisions of para 3(xii) of the Order are not applicable to Section 45-IA of the Reserve Bank of India Act, 1934 and the Company. hence the provisions of para 3(xiv) of the Order are not applicable. 13. According to the information and explanations given to us the related party transactions entered into by the Company are in accordance with the provisions of 177 and 188 of the Act. 14. According to the information ans explanations given to us the Company has not made and preferential allotment or private placement of shares or of fully or partly convertible For B. K. Khare & Co. debentures during the year and hence the provisions of Chartered Accountants para 3(xiv) of the Order are not applicable. Firm’s Registration Number: 105102W
15. According to the information and explanations given to Himanshu Chapsey us, the Company has not entered into any non-cash Partner transactions with directors or persons connected with Membership Number: 105731 them and accordingly, the provisions of para 3(xv) of the Place: Mumbai Order are not applicable. Date: 24th April, 2017
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116_Mahindra Renewables Private Limited.indd 2327 7/4/2017 3:41:33 PM Vikas Please check thoroughly. Vakils will not be responsible for errors not noted on this proof. Mahindra rENEWABLES Private Limited (Formerly known as Mahindra Offgrid Services Private Limited)
ANNEXURE II TO THE INDEPENDENT AUDITOR’S REPORT OF EVEN DATE ON THE FINANCIAL STATEMENTS OF MAHINDRA RENEWABLES PRIVATE LIMITED Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (“the Act”) We have audited the internal financial controls over financial Meaning of Internal Financial Controls Over Financial reporting of Mahindra Renewables Private Limited (“the Reporting Company”) as of March 31, 2017 in conjunction with our audit A company’s internal financial control over financial reporting is of the standalone Ins AS financial statements of the Company a process designed to provide reasonable assurance regarding for the year ended on that date. the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with Management’s Responsibility for Internal Financial Controls generally accepted accounting principles. A company’s internal The Company’s management is responsible for establishing financial control over financial reporting includes those policies and maintaining internal financial controls based on the and procedures that internal control over financial reporting criteria established by (1) pertain to the maintenance of records that, in reasonable the Company considering the essential components of internal detail, accurately and fairly reflect the transactions and control stated in the Guidance Note on Audit of Internal Financial dispositions of the assets of the company; Controls Over Financial Reporting issued by the Institute of (2) provide reasonable assurance that transactions are recorded Chartered Accountants of India. These responsibilities include as necessary to permit preparation of financial statements in the design, implementation and maintenance of adequate accordance with generally accepted accounting principles, internal financial controls that operate effectively for ensuring and that receipts and expenditures of the company are the orderly and efficient conduct of its business, including being made only in accordance with authorisations of adherence to the Company’s policies, the safeguarding of its management and directors of the company; and assets, the prevention and detection of frauds and errors, the (3) provide reasonable assurance regarding prevention or timely accuracy and completeness of the accounting records, and the detection of unauthorised acquisition, use, or disposition of timely preparation of reliable financial information, as required the company’s assets that could have a material effect on under the Companies Act, 2013. the financial statements. Auditors’ Responsibility Inherent Limitations of Internal Financial Controls over Our responsibility is to express an opinion on the Company’s Financial Reporting internal financial controls over financial reporting based on Because of the inherent limitations of internal financial controls our audit. We conducted our audit in accordance with the over financial reporting, including the possibility of collusion Guidance Note on Audit of Internal Financial Controls Over or improper management override of controls, material Financial Reporting (the “Guidance Note”) and the Standards misstatements due to error or fraud may occur and not be on Auditing, issued by ICAI and deemed to be prescribed detected. Also, projections of any evaluation of the internal under Section 143(10) of the Companies Act, 2013, to the financial controls over financial reporting to future periods are extent applicable to an audit of internal financial controls, both subject to the risk that the internal financial control over financial applicable to an audit of internal financial controls and, both reporting may become inadequate because of changes in issued by the Institute of Chartered Accountants of India. Those conditions, or that the degree of compliance with the policies Standards and the Guidance Note require that we comply or procedures may deteriorate. with ethical requirements and plan and perform the audit to Opinion obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and In our opinion, the Company has, in all material respects, maintained and if such controls operated effectively in all an adequate internal financial controls system over financial material respects. reporting and such internal financial controls over financial reporting were operating effectively as at March 31, 2017, Our audit involves performing procedures to obtain audit based on the internal control over financial reporting criteria evidence about the adequacy of the internal financial controls established by the Company considering the essential system over financial reporting and their operating effectiveness. components of internal control stated in the Guidance Note on Our audit of internal financial controls over financial reporting Audit of Internal Financial Controls Over Financial Reporting included obtaining an understanding of internal financial issued by the Institute of Chartered Accountants of India. controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based For B. K. Khare & Co. on the assessed risk. The procedures selected depend on the Chartered Accountants auditor’s judgement, including the assessment of the risks of Firm‘s Registration No. 105102W material misstatement of the financial statements, whether due Himanshu Chapsey to fraud or error. Partner We believe that the audit evidence we have obtained is sufficient Membership No. 105731 and appropriate to provide a basis for our audit opinion on the Company’s internal financial controls system over financial Place: Mumbai reporting. Date: 24th April, 2017
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Balance Sheet as at 31st March, 2017
Rupees As at As at As at Particulars Note No. 31st March 2017 31st March 2016 1st April 2015 I ASSETS
NON-CURRENT ASSETS
(a) Property, Plant and Equipment...... 4 12,444,642 13,216,648 – (b) Capital Work-in-Progress...... 7,537,428 – – (c) Financial Assets (i) Investments...... 5 2,765,476,081 989,071,880 247,235,000 (ii) Loans...... 6 189,115,000 – – (d) Deferred Tax Assets (Net)...... 7 7,007,599 4,969,467 627,884 SUB-TOTAL...... 2,981,580,750 1,007,257,995 247,862,884 CURRENT ASSETS (a) Financial Assets (i) Investments...... 5 53,077,270 123,036,699 – (ii) Trade Receivables...... 8 10,429,742 – 1,257,871 (iii) Cash and Cash Equivalents...... 9 6,243,954 3,141,467 694,079 (iv) Other Financial Assets...... 10 926,006 – – (b) Current Tax Assets (Net)...... 188,996 331 (c) Other Current Assets...... 11 73,500 8,000 – SUB-TOTAL...... 70,939,467 126,186,166 1,952,281 TOTAL ASSETS...... 3,052,520,217 1,133,444,161 249,815,165 II EQUITY AND LIABILITIES
1 EQUITY (a) Equity Share Capital...... SOCE, 12 2,794,246,400 1,088,046,400 63,472,000 (b) Other Equity...... SOCE 66,178,821 32,251,227 (2,379,247) SUB-TOTAL...... 2,860,425,221 1,120,297,627 61,092,753 LIABILITIES
2 NON-CURRENT LIABILITIES (a) Financial Liabilities (i) Borrowings...... 13 180,000,000 – SUB-TOTAL...... 180,000,000 – – 3 CURRENT LIABILITIES (a) Financial Liabilities (i) Borrowings...... 14 – – 185,500,000 (ii) Trade Payables...... 15 11,115,385 2,031,843 1,203,764 (iii) Other Financial Liabilities...... 16 979,611 3,668,313 2,018,648 (b) Current Tax Liabilities (Net)...... – 7,446,378 SUB-TOTAL...... 12,094,997 13,146,534 188,722,412 TOTAL EQUITY AND LIABILITIES...... 3,052,520,217 1,133,444,161 249,815,165
The accompanying notes 1 to 26 are an integral part of the Financial Statements
In terms of our report attached. For and on behalf of the Board of Directors
For B. K. Khare & Co. Chartered Accountants Firm Registration No. 105102W Basant Jain Roshan Gandhi Director Director Himanshu Chapsey Partner Rakesh Khaitan Mandar Joshi Membership No. 105731 Chief Financial Officer Company Secretary
Place: Mumbai Place: Mumbai Date: 24th April, 2017 Date: 24th April, 2017
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116_Mahindra Renewables Private Limited.indd 2329 7/4/2017 3:41:34 PM Vikas Please check thoroughly. Vakils will not be responsible for errors not noted on this proof. Mahindra rENEWABLES Private Limited (Formerly known as Mahindra Offgrid Services Private Limited)
Statement of Profit and Loss for the year ended 31st March, 2017
Rupees For the Current For the previous Year ended Year ended Particulars Note No. 31st March, 2017 31st March, 2016 Continuining Operations I Revenue from operations...... 17 12,435,431 – II Other Income...... 18 5,934,658 60,623,475 III Total Revenue (I + II)...... 18,370,090 60,623,475 IV Expenses (a) Purchases of Stock-in-trade...... 10,309,500 – (b) Finance costs...... 19 821,182 8,029,098 (c) Depreciation and amortisation expense...... 4 772,006 25,312 (d) Other expenses...... 20 35,717,941 14,795,084 Total Expenses (IV)...... 47,620,629 22,849,494 V (Loss)/Profit before exceptional items and tax (III - IV)...... (29,250,539) 37,773,981 Less : Exceptional Items...... – – VI (Loss)/Profit after exceptional items...... (29,250,539) 37,773,981 Share of (Loss)/Profit of joint ventures and associates...... – – VII (Loss)/profit before tax...... (29,250,539) 37,773,981 VIII Tax Expense...... (1) Current tax...... – 7,485,090 (2) Deferred tax...... (2,038,133) (4,341,583) Total tax expense...... (2,038,133) 3,143,507 IX (Loss)/profit after tax from continuing operations (VII - VIII)...... (27,212,406) 34,630,474 X Discontinued Operations (1) Profit/(loss) from discontinued operations...... – – (2) Tax Expense of discontinued operations...... – – XI (Loss)/profit after tax from discontinued operations (IX + X)...... – – XII (Loss)/profit for the period (IX+XI)...... (27,212,406) 34,630,474 XIII (Loss)/proft from continuing operations for the period attributable to: Owners of the Company...... (27,212,406) 34,630,474 Non controlling interests...... – – XIV Other comprehensive income – – A (i) Items that will not be reclassified to profit or loss...... – – (ii) Income tax relating to items that will not be reclassified to profit or loss.... – – B (i) Items that may be reclassified to profit or loss...... – – (ii) Income tax on items that may be reclassified to profit or loss...... – – XV Total comprehensive income for the period (XIII + XIV)...... (27,212,406) 34,630,474 XVI Total comprehensive income for the period attributable to: Owners of the Company...... (27,212,406) 34,630,474 Non controlling interests...... – – XVII Earnings per equity share (for continuing operation): (1) Basic...... 21 (0.15) 0.66 (2) Diluted...... 21 (0.15) 0.66 XVIII Earnings per equity share (for continuing and discontinued operations): (1) Basic...... 21 (0.15) 0.66 (2) Diluted...... 21 (0.15) 0.66 The accompanying notes 1 to 26 are an integral part of the Financial Statements
In terms of our report attached. For and on behalf of the Board of Directors
For B. K. Khare & Co. Chartered Accountants Firm Registration No. 105102W Basant Jain Roshan Gandhi Director Director Himanshu Chapsey Partner Rakesh Khaitan Mandar Joshi Membership No. 105731 Chief Financial Officer Company Secretary
Place: Mumbai Place: Mumbai Date: 24th April, 2017 Date: 24th April, 2017
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Statement of Cash flows for the year ended 31st March, 2017
Rupees For the Current For the previous Year ended Year ended Particulars Note No. 31st March, 2017 31st March, 2016 Cash flows from operating activities Profit After tax for the year...... (27,212,406) 34,630,474 Adjustments for: Income tax expense recognised in profit or loss...... 7 (2,038,133) 3,143,507 Finance costs recognised in profit or loss...... 19 821,182 8,029,098 Investment income recognised in profit or loss...... 18 (5,934,658) 57,885,965 Depreciation and amortisation of non-current assets...... 4 772,006 25,312 (6,379,604) 69,083,882 Movements in working capital: (Increase)/decrease in trade and other receivables...... 8 (10,429,742) 1,257,871 (Increase)/decrease in other assets...... 11 (991,507) (8,000) Decrease in trade and other payables...... 15 6,394,841 828,079 (Decrease)/increase in other liabilities...... – (1,660,826) Cash generated from operations...... (5,026,408) 417,124 Income taxes paid...... (7,635,373) (38,381) Net cash generated by operating activities...... (46,253,791) 104,093,099 Cash flows from investing activities
Payments to acquire financial assets...... 5 (1,965,519,201) (765,458,459) Proceeds on sale of financial assets...... 5 69,959,429 (158,669,840) Interest received...... 18 1,886,641 383,818 Other dividends received...... 4,048,017 984,937 Payments for property, plant and equipment...... (7,537,427) (9,931,469) Net cash (used in)/generated by investing activities...... (1,897,162,540) (932,691,013) Cash flows from financing activities Proceeds from issue of equity instruments of the Company...... 12 1,768,630,000 696,100,000 Payment for share issue costs...... (1,290,000) (1,025,600) Proceeds from borrowings...... 13 180,000,000 155,000,000 Repayment of borrowings...... 13 – (11,000,000) Interest paid 19 (821,182) (8,029,098) Net cash used in financing activities...... 1,946,518,818 831,045,302 Net increase in cash and cash equivalents...... 3,102,487 2,447,388 Cash and cash equivalents at the beginning of the year...... 3,141,467 694,079 Cash and cash equivalents at the end of the year...... 9 6,243,954 3,141,467
In terms of our report attached. For and on behalf of the Board of Directors
For B. K. Khare & Co. Chartered Accountants Firm Registration No. 105102W Basant Jain Roshan Gandhi Director Director Himanshu Chapsey Partner Rakesh Khaitan Mandar Joshi Membership No. 105731 Chief Financial Officer Company Secretary
Place: Mumbai Place: Mumbai Date: 24th April, 2017 Date: 24th April, 2017
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Statement Of Changes In Equity for the year ended 31st March, 2017
A. Equity share capital Rupees As at 1 April 2015...... 63,472,000 Changes in equity share capital during the year...... 1,025,600,000 Less:- Share issue expenses...... 1,025,600 As at 31 March 2016...... 1,088,046,400 Changes in equity share capital during the year...... 1,706,200,000 As at 31 March 2017...... 2,794,246,400
B. Other Equity Rupees Reserves and Surplus Securities Retained Particulars Premium Earnings Total As at 1 April 2015...... – (2,379,247) (2,379,247) Profit/(Loss) for the period...... – 34,630,474 34,630,474 Other Comprehensive Income/(Loss)...... – – – Total Comprehensive Income for the year...... – 32,251,227 32,251,227 As at 31 March 2016...... – 32,251,227 32,251,227 Profit/(Loss) for the period...... – (27,212,406) (27,212,406) Securities Premium Received during the year...... 62,430,000 – 62,430,000 Other Comprehensive Income/(Loss)...... – – – Total Comprehensive Income for the year...... 62,430,000 5,038,821 67,468,821 Equity Share Issuance Costs...... (1,290,000) – (1,290,000) As at 31 March 2017...... 61,140,000 5,038,821 66,178,821
In terms of our report attached. For and on behalf of the Board of Directors
For B. K. Khare & Co. Chartered Accountants Firm Registration No. 105102W Basant Jain Roshan Gandhi Director Director Himanshu Chapsey Partner Rakesh Khaitan Mandar Joshi Membership No. 105731 Chief Financial Officer Company Secretary
Place: Mumbai Place: Mumbai Date: 24th April, 2017 Date: 24th April, 2017
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Notes to THE financial statements for the year ended 31ST March, 2017
1. Nature of Operations b) Use of estimates Mahindra Renewable Private Limited (‘the Company’) is a company The preparation of financial statements in conformity with limited by shares, incorporated and domiciled in India and is a subsidiary generally accepted accounting principles in India (Indian GAAP) of Mahindra Susten Private Limited. The Company is engaged in the requires management to make estimates and assumptions that business as a producer and distributor of solar power by using solar cells, affect the reported amount of assets, liabilities, revenues and photo voltaic cells, wafers, photo voltaic solar modules, photo voltaic solar expenses and disclosure of contingent liabilities on the date of the system/sub system, tracker or fixed tilt, concentrated solar power and to financial statements. The estimates and assumptions used in the provide related services. accompanying financial statements are based upon management’s evaluation of the relevant facts and circumstances as of the date The standalone financial statements were authorized for issue in of financial statements, which in management’s opinion are prudent accordance with a resolution of the Board of Directors on 24th April 2017. and reasonable. Actual results may differ from the estimates used in preparing the accompanying financial statements. Any revision 2. Statement of compliance to accounting estimates is recognized prospectively in current and The standalone financial statements have been prepared in accordance future periods. with Indian Accounting Standards (Ind AS) notified under the Companies (Indian Accounting Standards) Rules, 2015. c) Revenue Recognition: Revenue is recognized to the extent that it is probable that the Up to the year ended 31 March 2016, the Company prepared economic benefits will flow to the Company and the revenue can be its standalone financial statements in accordance with the requirements reliably measured. of previous GAAP, which includes Standards notified under the Companies (Accounting Standards) Rules, 2006. These are the (i) Sale of Solar power Company’s first Ind AS financial statements. The date of transition to Ind AS is 1 April 2015. Revenue from Generation of solar power is recognised on an accrual basis and includes unbilled revenues accrued upto the The Company is exempt from preparing a consolidated financial statement end of the accounting year. (CFS) (ii) Sales of goods a) being a wholly owned intermediate subsidiary; Revenue from sale of goods is recognized on transfer of all b) not listed on any stock exchange and; significant risks and rewards of ownership to the buyer. Sales are stated net of trade discount, duties and sales tax. c) as its ultimate holding company files CFS with the Registrar of Companies which are in compliance with applicable accounting (iii) Interest income standards. Interest income from a financial asset is recognised when it is 3. Significant Accounting Policies and Accounting Judgments and Estimates probable that the economic benefits will flow to the Company and the amount of income can be measured reliably. A) Significant Accounting Policies Interest income is accrued on a time basis, by reference to a) Basis of Preparation of Financial Statements the principal outstanding and at the effective interest rate The standalone financial statements have been prepared on the applicable, which is the rate that exactly discounts estimated historical cost basis except for certain financial instruments that future cash receipts through the expected life of the financial are measured at fair values at the end of each reporting period, as asset to that asset’s net carrying amount on initial recognition. explained in the accounting policies below. (iv) Dividend Income Historical cost is generally based on the fair value of the consideration Dividend income is recognized when the right to receive given in exchange for goods and services. dividend is established. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market d) Current and Non-current classification participants at the measurement date, regardless of whether that The Company presents assets and liabilities in the balance sheet price is directly observable or estimated using another valuation based on current/ non-current classification. An asset is treated as technique. In estimating the fair value of an asset or a liability, the current when it is: Company takes into account the characteristics of the asset or liability if market participants would take those characteristics into • Expected to be realized or intended to be sold or consumed in account when pricing the asset or liability at the measurement date. normal operating cycle Fair value for measurement and/or disclosure purposes in these • Held primarily for the purpose of trading financial statements is determined on such a basis. • Expected to be realized within twelve months after the reporting In addition, for financial reporting purposes, fair value measurements period, or are categorised into Level 1, 2, or 3 based on the degree to which • Cash or cash equivalent unless restricted from being the inputs to the fair value measurements are observable and the exchanged or used to settle a liability for at least twelve months significance of the inputs to the fair value measurement in its entirety, after the reporting period. which are described as follows: All other assets are classified as non-current. • Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access at the A liability is current when: measurement date; • It is expected to be settled in normal operating cycle • Level 2 inputs are inputs, other than quoted prices included within Level 1, that are observable for the asset or liability, • It is held primarily for the purpose of trading either directly or indirectly; and • It is due to be settled within twelve months after the reporting period, or • Level 3 inputs are unobservable inputs for the asset or liability. • There is no unconditional right to defer the settlement of the The financial statements are prepared in Indian Rupees. liability for at least twelve months after the reporting period.
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116_Mahindra Renewables Private Limited.indd 2333 7/4/2017 3:41:34 PM Vikas Please check thoroughly. Vakils will not be responsible for errors not noted on this proof. Mahindra rENEWABLES Private Limited (Formerly known as Mahindra Offgrid Services Private Limited)
Notes to THE financial statements for the year ended 31ST March, 2017
The Company classifies all other liabilities as non-current. The cost of contracts work in progress comprises costs directly attributable to the specific contracts and related overheads. Deferred tax assets and liabilities are classified as non-current assets or liabilities. Traded goods costs includes cost of purchase and other costs incurred in bringing the inventories to their present location The operating cycle is the time between the acquisition of assets for and condition. Cost is determined on weighted average basis. processing and their realization in cash and cash equivalents. The Company has identified twelve months as its operating cycle. Net realisable value is the estimated selling price in the ordinary course of business, less the estimated costs of completion and e) Property plant and equipment and Intangible Assets: the estimated costs necessary to make the sale.
(i) Property plant and equipment: h) Segment information Properties in the course of construction for production, Operating segments are reported consistently with the internal supply or administrative purposes are carried at cost, less reporting provided to the Chief Executive Officer. The highest any recognised impairment loss. Cost includes professional decision-making executive is responsible for allocating resources fees and, for qualifying assets, borrowing costs capitalised to and assessing the performance of the operating segments. The in accordance with the Company’s accounting policy. Such maximum decision-making body is the Chief Executive Officer. properties are classified to the appropriate categories of property, plant and equipment when completed and ready for The Company operates only in one segment generation of producer intended use. Depreciation of these assets, on the same basis and distributor of solar power. as other property assets, commences when the assets are ready for their intended use. i) Investments Investment in subsidiaries are stated at cost less any provision for Depreciation on tangible assets in respect of electricity impairment. business is provided at the rate as well as methodology notified by the Central Electricity Regulation Commission (Terms and The Company assesses investments for impairment whenever Conditions of Tariff) Regulations, 2016. events or changes in circumstances indicate that the carrying value of an investment may not be fully recoverable. If any such An item of property, plant and equipment is derecognised upon indication of impairment exists, the Company makes an estimate disposal or when no future economic benefits are expected of the recoverable amount. If the recoverable amount of the to arise from the continued use of the asset. Any gain or loss cash-generating unit is less than the value of the investment, the arising on the disposal or retirement of an item of property, investment is considered to be impaired and is written down to its plant and equipment is determined as the difference between recoverable amount. An impairment loss is recognised immediately the sales proceeds (net of expenses incurred in connection in the profit and loss account. with the sale) and the carrying amount of the asset and is recognised in profit or loss. j) Taxes on Income: Current tax is determined as the amount of tax payable in respect of (ii) Impairment: taxable income for the year. The carrying amounts of assets are reviewed at each balance sheet date if there is any indication of impairment based on Deferred tax is recognised, subject to consideration of prudence, on internal/external factors. An impairment loss is recognised timing differences, being the difference between taxable incomes wherever the carrying amount of an asset exceeds its and accounting income that originate in one period and are capable of reversal in one or more subsequent periods. Deferred recoverable amount. The recoverable amount is the greater of tax is measured based on the tax rates and the tax laws enacted or the asset’s net selling price and value in use. substantively enacted at the balance sheet date. Deferred tax assets When an impairment loss subsequently reverses, the carrying are recognised only to the extent that there is reasonable certainty amount of the asset is increased to the revised estimate of that sufficient future taxable income will be available against which its recoverable amount, but so that the increased carrying such deferred tax assets can be realised. amount does not exceed the carrying amount that would have The carrying amount of deferred tax assets is reviewed at the end of been determined had no impairment loss been recognised for each reporting period and reduced to the extent that it is no longer the asset in prior years. A reversal of an impairment loss is probable that sufficient taxable profits will be available to allow all or recognised immediately in profit or loss. part of the asset to be recovered.
f) Borrowing Costs Deferred tax liabilities and assets are measured at the tax rates that are expected to apply in the period in which the liability is settled or Borrowing costs directly attributable to the acquisition, the asset realised, based on tax rates (and tax laws) that have been construction or production of an asset are capitalized as part enacted or substantively enacted by the end of the reporting period. of the cost of the asset. All other borrowing costs are expensed in the period in which they occur. Borrowing costs consist of Current and deferred tax are recognised in profit or loss, except interest and other costs that an entity incurs in connection with when they relate to items that are recognised in other comprehensive the borrowing of funds. Borrowing cost also includes exchange income or directly in equity, in which case, the current and deferred differences to the extent regarded as an adjustment to the tax are also recognised in other comprehensive income or directly in borrowing costs. equity respectively.
k) Provisions and Contingent Liabilities : g) Inventories: Inventories are stated at lower of cost and net realisable value. (i) Provisions Cost of raw materials includes all costs of purchase, conversion Provisions are recognised when the Company has a present obligation (legal or constructive) as a result of a past event, and other direct attributable costs incurred for bringing the it is probable that the Company will be required to settle the items to their present location and condition and is determined obligation, and a reliable estimate can be made of the amount using the weighted average cost method. of the obligation.
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116_Mahindra Renewables Private Limited.indd 2334 7/4/2017 3:41:34 PM Vikas Please check thoroughly. Vakils will not be responsible for errors not noted on this proof. Mahindra rENEWABLES Private Limited (Formerly known as Mahindra Offgrid Services Private Limited)
Notes to THE financial statements for the year ended 31ST March, 2017
The amount recognised as a provision is the best estimate Income is recognised on an effective interest basis for debt of the consideration required to settle the present obligation instruments other than those financial assets classified as at at the end of the reporting period, taking into account the FVTPL. Interest income is recognised in profit or loss and is risks and uncertainties surrounding the obligation. When a included in the “Other income ” line item. provision is measured using the cash flows estimated to settle the present obligation, its carrying amount is the present Financial assets at fair value through profit or loss (FVTPL) value of those cash flows (when the effect of the time value of Investments in debt / equity instruments are classified as money is material). at FVTPL, unless the Company irrevocably elects on initial recognition to present subsequent changes in fair value in other (ii) Contingent liabilities comprehensive income for investments in equity instruments Where no reliable estimate can be made, a disclosure is made which are not held for trading. as contingent liability. A disclosure for a contingent liability is also made when there is a possible obligation or a present Financial assets at FVTPL are measured at fair value at the obligation that may, but probably will not, require an outflow of end of each reporting period, with any gains or losses arising resources. on re-measurement recognised in profit or loss. The net gain or loss recognised in profit or loss incorporates any dividend Where there is a possible obligation or a present obligation or interest earned on the financial asset and is included in in respect of which the likelihood of outflow of resources is the ‘Other income’ line item. Dividend on financial assets at remote, no provision or disclosure is made. FVTPL is recognised when the Company’s right to receive the dividends is established, it is probable that the economic l) Financial Assets and Financial Liabilities benefits associated with the dividend will flow to the entity, Financial assets and financial liabilities are recognised when the the dividend does not represent a recovery of part of cost of Company becomes a party to the contractual provisions of the the investment and the amount of dividend can be measured instruments. reliably.
Financial assets and financial liabilities are initially measured at Impairment of financial assets fair value. Transaction costs that are directly attributable to the The Company applies the expected credit loss model for acquisition or issue of financial assets and financial liabilities (other recognising impairment loss on financial assets measured at than financial assets and financial liabilities at fair value through profit amortised cost, debt instruments at FVTOCI, lease receivables, or loss) are added to or deducted from the fair value of the financial trade receivables, other contractual rights to receive cash or assets or financial liabilities, as appropriate, on initial recognition. other financial asset, and financial guarantees not designated Transaction costs directly attributable to the acquisition of financial as at FVTPL. assets or financial liabilities at fair value through profit or loss are recognised immediately in profit or loss. Expected credit losses are the weighted average of credit losses with the respective risks of default occurring as the (i) Financial assets weights for each category of receivable. Credit loss is the All financial assets by regular way of purchases or sales are difference between all contractual cash flows that are due to recognised and derecognised on a trade date basis. Regular the Company in accordance with the contract/agreement and way of purchases or sales are purchases or sales of financial all the cash flows that the Company expects to receive (i.e. assets that require delivery of assets within the time frame all cash shortfalls), discounted at the original effective interest established by regulation or convention in the marketplace. rate (or credit-adjusted effective interest rate for purchased or originated credit-impaired financial assets). The Company All recognised financial assets are subsequently measured estimates cash flows by considering all contractual/agreed at either amortised cost or fair value, depending on the terms of the financial instrument (for example, prepayment, classification of the financial assets extension, call and similar options) through the expected life of Classification of financial assets that financial instrument. Debt instruments that meet the following conditions are The Company measures the loss allowance for a financial subsequently measured at amortised cost (except for debt instrument at an amount equal to the lifetime expected instruments that are designated as at fair value through profit credit losses if the credit risk on that financial instrument has or loss on initial recognition): increased significantly since initial recognition. If the credit risk • the asset is held within a business model whose objective on a financial instrument has not increased significantly since is to hold assets in order to collect contractual cash initial recognition, the Company measures the loss allowance flows; and for that financial instrument at an amount equal to 12-month • the contractual terms of the instrument give rise on expected credit losses. 12-month expected credit losses are specified dates to cash flows that are solely payments portion of the life-time expected credit losses and represent of principal and interest on the principal amount the lifetime cash shortfalls that will result if default occurs within outstanding. the 12 months after the reporting date and thus, are not cash Effective interest method shortfalls that are predicted over the next 12 months. The effective interest method is a method of calculating the If the Company measured loss allowance for a financial amortised cost of a debt instrument and of allocating interest instrument at lifetime expected credit loss model in the previous income over the relevant period. The effective interest rate is period, but determines at the end of a reporting period that the rate that exactly discounts estimated future cash receipts the credit risk has not increased significantly since initial (including all fees and points paid or received that form an recognition due to improvement in credit quality as compared integral part of the effective interest rate, transaction costs and to the previous period, the Company again measures the loss other premiums or discounts) through the expected life of the allowance based on 12-month expected credit losses. debt instrument, or, where appropriate, a shorter period, to the net carrying amount on initial recognition.
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116_Mahindra Renewables Private Limited.indd 2335 7/4/2017 3:41:34 PM Vikas Please check thoroughly. Vakils will not be responsible for errors not noted on this proof. Mahindra rENEWABLES Private Limited (Formerly known as Mahindra Offgrid Services Private Limited)
Notes to THE financial statements for the year ended 31ST March, 2017
When making the assessment of whether there has been a Derecognition of financial liabilities significant increase in credit risk since initial recognition, the The Company derecognises financial liabilities when, and only Company uses the change in the risk of a default occurring when, the Company’s obligations are discharged, cancelled over the expected life of the financial instrument instead of or have expired. An exchange between with a lender of debt the change in the amount of expected credit losses. To make instruments with substantially different terms is accounted for that assessment, the Company compares the risk of a default as an extinguishment of the original financial liability and the occurring on the financial instrument as at the reporting date recognition of a new financial liability. Similarly, a substantial with the risk of a default occurring on the financial instrument modification of the terms of an existing financial liability as at the date of initial recognition and considers reasonable (whether or not attributable to the financial difficulty of the and supportable information, that is available without undue debtor) is accounted for as an extinguishment of the original cost or effort, that is indicative of significant increases in credit financial liability and the recognition of a new financial liability. risk since initial recognition. The difference between the carrying amount of the financial For trade receivables or any contractual right to receive cash liability derecognised and the consideration paid and/or or another financial asset that result from transactions that are payable is recognised in profit or loss. within the scope of Ind AS 11 and Ind AS 18, the Company always measures the loss allowance at an amount equal to m) Cash and Cash Equivalents lifetime expected credit losses. Cash and cash equivalents for the purpose of Cash Flow Statements Further, for the purpose of measuring lifetime expected include cash in hand, demand deposits with banks, other short-term credit loss allowance for trade receivables, the Company highly liquid investments with original maturities of three months or has used a practical expedient as permitted under Ind AS less. 109. This expected credit loss allowance is computed based on a provision matrix which takes into account historical n) Earnings Per Share credit loss experience and adjusted for forward-looking Basic earnings per share is calculated by dividing the net profit information. or loss for the period attributable to equity shareholders by the weighted average number of equity shares outstanding during the Derecognition of financial assets period and, The Company derecognises a financial asset when the contractual rights to the cash flows from the asset expire, o) First-time adoption – mandatory exceptions, optional exemptions, or when it transfers the financial asset and substantially all and overall principle the risks and rewards of ownership of that financial asset to The Company has prepared the opening balance sheet as per another party. Ind AS as of 1 April 2015 (the transition date) by recognising all assets and liabilities whose recognition is required by Ind AS, not On derecognition of a financial asset in its entirety, the recognising items of assets or liabilities which are not permitted difference between the asset’s carrying amount and the sum by Ind AS, by reclassifying items from previous GAAP to Ind AS of the consideration received and receivable is recognised as required under Ind AS, and applying Ind AS in measurement of in profit or loss, if such gain or loss would have otherwise recognised assets and liabilities. However, this principle is subject to been recognised in profit or loss on disposal of that financial the certain exception and certain optional exemptions availed by the asset. Company as detailed below. (ii) Financial liabilities Impairment of financial assets All financial liabilities are subsequently measured at amortised The Company has applied the impairment requirements of Ind AS cost using the effective interest method or at FVTPL. 109 retrospectively; however, as permitted by Ind AS 101, it has used Financial liabilities at FVTPL are stated at fair value, with any reasonable and supportable information that is available without gains or losses arising on re-measurement recognised in undue cost or effort to determine the credit risk at the date that profit or loss. The net gain or loss recognised in profit or loss financial instruments were initially recognised in order to compare incorporates any interest paid on the financial liability and is it with the credit risk at the transition date. Further, the Company included in the ‘Other income’ line item. has not undertaken an exhaustive search for information when determining, at the date of transition to Ind ASs, whether there have Financial liabilities subsequently measured at amortised cost been significant increases in credit risk since initial recognition, as permitted by Ind AS 101. Financial liabilities that are not designated as at FVTPL are measured at amortised cost at the end of subsequent B) Significant Accounting Judgments and Estimates accounting periods. The carrying amounts of financial liabilities that are subsequently measured at amortised cost are In the course of applying the policies outlined in note 3(A) above, determined based on the effective interest method. Interest management makes estimations and assumptions that impact the expense that is not capitalised as part of costs of an asset is amounts recognised in the financial statements. The Company believes included in the ‘Finance costs’ line item. that judgement and estimation have been made in the following areas:
The effective interest method is a method of calculating the Intended use, useful lives and residual value of property, plant and amortised cost of a financial liability and of allocating interest equipment expense over the relevant period. The effective interest rate is Based on technical evaluations, management makes its judgement when the rate that exactly discounts estimated future cash payments property, plant and equipment and intangible assets are capable to (including all fees and points paid or received that form an operate in the manner intended by them. integral part of the effective interest rate, transaction costs and Management reviews the useful lives and residual values of property, other premiums or discounts) through the expected life of the plant and equipment and intangible assets, at least once a year and any financial liability, or (where appropriate) a shorter period, to the changes could affect the depreciation rates prospectively and hence the net carrying amount on initial recognition. asset carrying values.
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116_Mahindra Renewables Private Limited.indd 2336 7/4/2017 3:41:34 PM Vikas Please check thoroughly. Vakils will not be responsible for errors not noted on this proof. Mahindra rENEWABLES Private Limited (Formerly known as Mahindra Offgrid Services Private Limited)
Notes to THE financial statements for the year ended 31ST March, 2017 Impairment of non-financial assets Allowance for slow-moving inventories The Company reviews its property, plant and equipment and intangible Inventories are stated at the lower of cost or net realisable value. assets for possible impairment if there are events or changes in Adjustments to reduce the cost of inventory to its realisable value, if circumstances that indicate that carrying values of the assets may not be required are made at the product level for estimated excess, obsolescence recoverable. In assessing the impairment, the management considers the or impaired balances. Factors influencing these adjustments include fall in prices of power tariffs, increase in cost of capital etc. changes in demand, technological changes, physical deterioration and quality issues. The carrying value of assets is compared with the fair value of those assets, that is, the higher of net realisable value and value in use. Value Allowance for doubtful debts on trade receivables in use is usually determined on the basis of discounted estimated future Allowance for doubtful debts is determined using a combination of cash flows. This involves management estimates on market demand and factors, including the overall quality and ageing of receivables, continuing generation of power, economic and regulatory environment, discount credit evaluation of the customers’ financial strength and collateral rate and other factors. Any subsequent changes to cash flow due to requirements from customers in certain circumstances. Management changes in the above mentioned factors could impact on carrying value makes allowance for doubtful debts based on its best estimates at the of assets. reporting date.
Provisions and liabilities Provisions and liabilities are recognised in the period when it becomes probable that there will be a future outflow of funds resulting from past Note 4 : Property, Plant and Equipment operations or events that can reasonably be estimated. The timing Rupees of recognition requires application of judgement to existing facts and circumstances which may be subject to change. Plant and Equipment - Contingencies Description of Assets Freehold Total Contingent liabilities are disclosed under notes on accounts but are I. Gross Carrying Amount not provided for in the financial statements. Although there can be no assurance regarding the final outcome of the legal proceedings, the group Balance as at 1 April 2016 13,241,960 13,241,960 does not expect them to have a materially adverse impact on financial position or profitability. Additions – –
Tax Disposals – –
The Company is subject to tax in India. The current tax liability booked Balance as at 31 March 2017 13,241,960 13,241,960 in respect of any period is dependent upon the interpretation of the relevant tax laws and rules as applicable to the Company. The amount II. Accumulated depreciation and of tax payable may remain uncertain until the position of the Company impairment is agreed with/ assessed by the relevant tax authorities. Whilst estimates must be made of deferred tax positions of the Company, this may involve Balance as at 1 April 2016 25,312 25,312 the exercise of a degree of judgement. Depreciation expense for the year 772,006 772,006
Fair value measurements Balance as at 31 March 2017 797,318 797,318 Management uses its judgement in selecting an appropriate valuation technique for financial instruments not quoted in an active market. III. Net carrying amount (I-II) 12,444,642 12,444,642 Valuation techniques commonly used by market participants are applied. For derivative financial instruments, assumptions are made based on quoted market rates adjusted for specific features of the instrument. Other Rupees financial instruments are valued using a discounted cash flow method based on assumptions supported, where possible, by observable market Plant and prices or rates. Equipment - Description of Assets Freehold Total Impairment of financial assets I. Gross Carrying Amount Financial assets, other than those at FVTPL, are assessed for indicators of impairment at each reporting date. Financial assets are impaired where Balance as at 1 April 2015 – – there is objective evidence that, as a result of one or more events that Additions 13,241,960 13,241,960 occurred after the initial recognition of the financial asset, the estimated future cash flows of the financial asset have been impacted. Disposals – –
For financial assets carried at amortised cost, the amount of the impairment Balance as at 31 March 2016 13,241,960 13,241,960 is the difference between the asset’s carrying amount and the present value of estimated future cash flows, discounted at the financial asset’s II. Accumulated depreciation and original effective interest rate. impairment
Deferred tax assets Balance as at 1 April 2015 – – Deferred tax assets are recognised for all unused tax losses to the extent Depreciation expense for the year 25,312 25,312 that it is probable that taxable profit will be available against which the losses can be utilised. Significant management judgement is required Balance as at 31 March 2016 25,312 25,312 to determine the amount of deferred tax assets that can be recognised, based upon the likely timing and level of future taxable profits together with III. Net carrying amount (I-II) 13,216,648 13,216,648 future tax planning strategies.
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116_Mahindra Renewables Private Limited.indd 2337 7/4/2017 3:41:34 PM Vikas Please check thoroughly. Vakils will not be responsible for errors not noted on this proof. Mahindra rENEWABLES Private Limited (Formerly known as Mahindra Offgrid Services Private Limited)
Note 5 : Investments
Rupees Particular As at 31 March 2017 As at 31 March 2016 As at 1 April 2015 QTY Amounts* Amounts* QTY Amounts* Amounts* QTY Amounts* Amounts* Current Non Current Current Non Current Current Non Current
A. COST II. Unquoted Investments (all fully paid) Investments in Equity Instruments - of Subsidiaries – – 2,765,476,081 18,780,240 – 989,071,880 14,480,240 – 247,235,000 - of associate – – – – – – – – –
Total Unquoted Investments – – – 18,780,240 – 989,071,880 14,480,240 – 247,235,000
INVESTMENTS CARRIED AT COST [A] – – 2,765,476,081 18,780,240 – 989,071,880 14,480,240 – 247,235,000
B Designated as Fair Value Through Profit and Loss Investments in Mutual Funds 29,214 53,077,270 – 72,716 123,036,699 – – – – – – – – – – – – –
Total Aggregate Quoted Investments 29,214 53,077,270 – 72,716 123,036,699 – – – –
INVESTMENTS CARRIED AT FVTPL [B] 29,214 53,077,270 – 72,716 123,036,699 – – – –
Of the above, investments designated as FVTPL – – – 72,716 123,036,699 989,071,880 – – – Of the above, investments held for trading – – – – – – – – – Other investments carried at FVTPL – – – – – – – – –
TOTAL INVESTMENTS CARRIED AT FAIR VALUE [A + B] 29,214 53,077,270 – 72,716 123,036,699 989,071,880 – – –
Total impairment value for investments (c) – – – – – – – – –
TOTAL INVESTMENTS CARRYING VALUE (A) + (B) - (C) 29,214 53,077,270 2,765,476,081 18,852,956 123,036,699 989,071,880 14,480,240 – 247,235,000
Other disclosures Aggregate amount of quoted investments – – – – – – – – – Aggregate amount of Market value of investments – – – – 123,036,699 989,071,880 – – – Aggregate amount of unquoted investments – – – – – – – – – Aggregate amount of impairement in value of investments – – – – – – – – –
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116_Mahindra Renewables Private Limited.indd 2338 7/4/2017 3:41:34 PM Vikas Please check thoroughly. Vakils will not be responsible for errors not noted on this proof. Mahindra rENEWABLES Private Limited (Formerly known as Mahindra Offgrid Services Private Limited)
Notes to THE financial statements for the year ended 31ST March, 2017 Note 6 : Loans Rupees As at 31 March 2017 As at 31 March 2016 As at 1 April 2015 Particulars Current Non-Current Current Non-Current Current Non-Current a) Security Deposits – – – – – – b) Loans to related parties – Unsecured, considered good – 189,115,000 – – – – – 189,115,000 – – – – c) Other Loans – – – – – – Total Loans – 189,115,000 – – – –
Note 7 : Current Tax and Deferred Tax (i) Movement in deferred tax balances
(a) Income Tax recognised in profit or loss Rupees For the Year ended 31 March 2017 Rupees Opening Recognised in Closing Year ended Year ended Year ended Particulars Balance profit and Loss Balance Particulars 31 March 2017 31 March 2016 31 March 2015 Tax effect of items Current Tax: constituting deferred tax In respect of current year – 7,485,090 – liabilities Deferred Tax: Property, Plant and Unrecognised tax loss Equipment – 3,845,394 3,845,394 used to reduce deferred – – – tax expense (2,038,133) (4,341,583) – – 3,845,394 3,845,394 Total income tax expense Tax effect of items on continuing operations (2,038,133) 3,143,507 – constituting deferred tax assets (b) Reconciliation of income tax expense and the accounting profit multiplied by Company’s domestic tax rate: Carryforward Tax Loss (4,969,467) (5,883,528) (10,852,994) – – – Rupees Year ended Year ended (4,969,467) (5,883,528) (10,852,994) Particulars 31 March 2017 31 March 2016 Net Tax Asset (Liabilities) (4,969,467) (2,038,134) (7,007,600) Profit before tax from continuing operations (29,250,539) 37,773,981 Income tax expense calculated at 30.90% Rupees (2016: 30.90%)# (9,038,417) 11,672,160 For the Year ended 31 March 2016 Effect of income that is exempt from taxation (1,250,837) (19,314,477) Opening Recognised in Closing Effect of expenses that is non-deductible in Particulars Balance profit and Loss Balance determining taxable profit 5,585,175 3,300,734 Tax effect of items Changes in recognised deductible constituting deferred tax temporary differences for earlier years 2,665,946 – liabilities Unrecognised MAT Credit – 7,485,090 – – – (2,038,133) 3,143,507 – – – Adjustments recognised in the current year Tax effect of items in relation to the current tax of prior years – – constituting deferred tax Income tax expense recognised In profit assets and loss from continuing operations (2,038,133) 3,143,507 Carryforward Tax Loss (627,884) (4,341,583) (4,969,467) – – – # The tax rate used for the 31 March 2017 and 31 March 2016 reconciliations above is the corporate tax rate of 30% plus Education cess @ 3%, payable (627,884) (4,341,583) (4,969,467) by corporate entities in India on taxable profits under Indian Income Tax Laws. Net Tax Asset (Liabilities) (627,884) (4,341,583) (4,969,467)
Note 8 : Trade receivables Rupees As at 31 March 2017 As at 31 March 2016 As at 1 April 2015 Particulars Current Non-Current Current Non-Current Current Non-Current Trade receivables Unsecured, considered good 10,429,742 – – – 1,257,871 – Total 10,429,742 – – – 1,257,871 – Of the above, trade receivables from: – Related Parties 10,372,500 – – – – – – Others 57,242 – – – 1,257,871 – Total Trade Receivables 10,429,742 – – – 1,257,871 –
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116_Mahindra Renewables Private Limited.indd 2339 7/4/2017 3:41:35 PM Vikas Please check thoroughly. Vakils will not be responsible for errors not noted on this proof. Mahindra rENEWABLES Private Limited (Formerly known as Mahindra Offgrid Services Private Limited)
Notes to THE financial statements for the year ended 31ST March, 2017
Note 9 : Cash and Cash Equivalents Rupees Rupees Year ended Year ended Year ended 31 March Year ended Particulars 31 March 2017 31 March 2016 2015 Year ended Year ended 31 March Particulars 31 March 2017 31 March 2016 2015 Total Cash and Cash Equivalents as per Cash and cash equivalents Statement of Cashflow 6,243,954 3,141,467 694,079 (a) Balances with banks 6,243,954 3,141,467 694,079 Total Cash and cash Notes: equivalent 6,243,954 3,141,467 694,079 1. Cash and cash equivalents include cash in hand and in banks, net of overdraft. Reconcliation of Cash and Cash Equivalents 2. Disclosure for specified Bank notes (SBNs): Rupees Other Year ended denomination Year ended Year ended 31 March Particulars SBNs notes Total Particulars 31 March 2017 31 March 2016 2015 Closing cash in hand as Total Cash and Cash on November 8,2016 – – – Equivalents as per Balance (+) Permitted receipts – – – Sheet 6,243,954 3,141,467 694,079 (-) Permitted payments – – – Add: Bank Overdraft – – – (-) Amount deposited in Add: Cash and bank Banks – – – balances included in a disposal group held for Closing cash in hand as sale – – – on December 30, 2016 – – –
Note 10 : Other financial assets Rupees As at 31 March 2017 As at 31 March 2016 As at 1 April 2015 Particulars Current Non-Current Current Non-Current Current Non-Current Financial assets at amortised cost a) interest Accured on subordinated debt and Inter corporate deposit 926,006 – – – – – 926,006 – – – – – b) Other* Financial Intruments carried at FVTPL: – – – – – – c) Other* Financial assets carried as FVTOCI: Total other financial assets 926,006 – – – – –
Note 11 : Other assets Rupees As at 31 March 2017 As at 31 March 2016 As at 1 April 2015 Particulars Current Non-Current Current Non-Current Current Non-Current
(a) Capital advances – – – – – – (b) Advances other than capital advances (i) Advances to related parties 67,500 – – – – – (ii) Other advances – – 8,000 – – – (c) Other Assets 6,000 – – – – –
Total other assets 73,500 – 8,000 – – –
Note 12 : Equity Share Capital Rupees As at 31 March 2017 As at 31 March 2016 As at 1 April 2015 Particulars No. of shares Share Capital No. of shares Share Capital No. of shares Share Capital Authorised: Equity shares of Rs.10 each with voting rights 320,000,000 3,200,000,000 115,000,000 1,150,000,000 7,000,000 70,000,000 Issued, Subscribed and Fully Paid: Equity shares of Rs.10 each with voting rights 279,530,000 2,795,300,000 108,910,000 1,089,100,000 6,350,000 63,500,000 Total other assets 279,530,000 2,795,300,000 108,910,000 1,089,100,000 6,350,000 63,500,000
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116_Mahindra Renewables Private Limited.indd 2340 7/4/2017 3:41:35 PM Vikas Please check thoroughly. Vakils will not be responsible for errors not noted on this proof. Mahindra rENEWABLES Private Limited (Formerly known as Mahindra Offgrid Services Private Limited)
Notes to THE financial statements for the year ended 31ST March, 2017 (i) Reconciliation of the number of shares outstanding at the beginning and at the end of the period.
Opening Other Changes Closing Particulars Balance Fresh Issue Bonus ESOP (give details) Balance
(a) Equity Shares with Voting rights* Year Ended 31 March 2017 No. of Shares 108,910,000 170,620,000 – – – 279,530,000 Amount in Rupess 1,089,100,000 1,706,200,000 – – – 2,795,300,000
Year Ended 31 March 2016 No. of Shares 6,350,000 102,560,000 – – – 108,910,000 Amount in Rupess 63,500,000 1,025,600,000 – – – 1,089,100,000
Year Ended 1 April 2015 No. of Shares – 6,350,000 – – – 6,350,000 Amount in Rupess – 63,500,000 – – – 63,500,000
115,260,000 279,530,000 – – – 394,790,000
(ii) Details of shares held by the holding company, the ultimate holding company, their subsidiaries and associates: (details of fully paid and partly paid also needs to be given) No. of No. of Equity Shares with Equity Shares Differential Particulars with Voting Rights Voting rights Others
As at 31 March 2017 Mahindra Susten Private Limited 279,530,000 – –
As at 31 March 2016 Mahindra Susten Private Limited 108,910,000 – –
As at 1 April 2015 Mahindra Susten Private Limited 6,350,000 – –
(iii) Details of shares held by each shareholder holding more than 5% shares: Rupees As at 31 March 2017 As at 31 March 2016 As at 1 April 2015 % holding in % holding in % holding in Number of that class of Number of that class of Number of that class of Class of shares/Name of shareholder shares held shares shares held shares shares held shares
Equity shares with voting rights Mahindra Susten Private Limited 279,530,000 100% 108,910,000 100% 6,350,000 100%
Note 13 : Non-Current Borrowings Rupees Rate of As at As at As at Particulars Interest Maturity 31 March 2017 31 March 2016 1 April 2015 Measured at amortised cost* A. Secured Borrowings: (a) Loans from related parties 11.50% 2 years 180,000,000 – Total Secured Borrowings – – 180,000,000 – B. Unsecured Borrowings - at amortised Cost Total Unsecured Borrowings – – – – – Total Non Current Borrowings – – 180,000,000 – –
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116_Mahindra Renewables Private Limited.indd 2341 7/4/2017 3:41:35 PM Vikas Please check thoroughly. Vakils will not be responsible for errors not noted on this proof. Mahindra rENEWABLES Private Limited (Formerly known as Mahindra Offgrid Services Private Limited)
Notes to THE financial statements for the year ended 31ST March, 2017 Note 14 : Current Borrowings
Rupees As at As at As at Particulars 31 March 2017 31 March 2016 1 April 2015
A. Secured Borrowings – – –
Total Secured Borrowings – – –
B. Unsecured Borrowings (a) Loans from related parties – – 185,500,000
Total Unsecured Borrowings – – 185,500,000
Total Current Borrowings – – 185,500,000
Note 15 : Trade Payables
Rupees As at 31 March 2017 As at 31 March 2016 As at 1 April 2015 Particulars Current Non Current Current Non Current Current Non Current
Trade payable - Micro ans small enterprises – – – – – – Trade payable - Other than micro ans small enterprises 11,115,385 – 2,031,843 – 1,203,764 –
Total trade payables 11,115,385 – 2,031,843 – 1,203,764 –
Notes: (1) Trade Payables are payables in respect of the amount due on account of goods purchased or services received in the normal course of business.
Note 16 : Other Financial Liabilities Note 18 : Other Income
Rupees Rupees As at As at As at For the For the 31 March 31 March 1 April Current Year previous Year Particulars 2017 2016 2015 ended ended 31 March 31 March Other Financial Liabilities Particulars 2017 2016 Measured at Amortised Cost (a) Interest Income Current (i) On Financial Assets at Amortised Cost 1,886,641 383,818 (a) Interest accrued 714,575 – 1,815,066 (b) Dividend Income (b) Other liabilities (i) Others 4,048,017 984,937 (c) Net Gain/(Loss) on sale of investments (1) Creditors for capital (i) On sale of subsidiaries – 59,254,720 supplies/services – 3,310,491 – (2) Other Statutory Dues Total Other Income 5,934,658 60,623,475 payable to Govt. (other than income tax) 265,036 357,822 203,582 Note 19 : Finance Cost Rupees Total other financial liabilities 979,611 3,668,313 2,018,648 For the For the Current Year previous Year Note 17 : Revenue from Operations ended ended The following is an analysis of the company’s revenue for the year from 31 March 31 March continuing operations. Particulars 2017 2016 Interest expense 821,182 8,029,098 Rupees Total finance costs 821,182 8,029,098 For the For the Current Year previous Year ended ended Analysis of Interest Expenses by Category 31 March 31 March Rupees Particulars 2017 2016 For the For the Current Year previous Year (a) Revenue from sale of products ended ended (including excise duty) 12,435,431 – 31 March 31 March Particulars 2017 2016 Total Revenue from Operations 12,435,431 – Interest Expenses On Financial Liability at Amortised Cost 821,182 8,029,098
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116_Mahindra Renewables Private Limited.indd 2342 7/4/2017 3:41:35 PM Vikas Please check thoroughly. Vakils will not be responsible for errors not noted on this proof. Mahindra rENEWABLES Private Limited (Formerly known as Mahindra Offgrid Services Private Limited)
Notes to THE financial statements for the year ended 31ST March, 2017
Note 20 : Other Expenses For the For the Current Year previous Year Rupees ended ended For the For the 31 March 31 March Current Year previous Year 2017 2016 ended ended 31 March 31 March Profits used in the calculation of basic Particulars 2017 2016 earnings per share from continuing operations (27,212,406) 34,630,474
(a) ROC Fees and charges 18,097,800 – Weighted average number of equity shares 185,649,342 52,256,230 (b) Auditors remuneration and out-of- Earnings per share from continuing pocket expenses operations - Basic (0.15) 0.66 (i) As Auditors- statuotry audit fees 75,000 97,325 (ii) For Taxation matters 25,000 – Note 22 : Financial Instruments (iii) For Company Law matters – – Capital management (iv) For Other services 45,000 – The company’s capital management objectives are: – to ensure the company’s ability to continue as a going concern (v) For reimbursement of expenses 425 – – to provide an adequate return to shareholders by pricing products and services (c) Other expenses – – commensurately with the level of risk. (i) Legal and other professional costs 16,412,339 14,679,051 The company monitors capital on the basis of the carrying amount of equity (ii) Printing & Stationary 5,870 – less cash and cash equivalents as presented on the face of the statement of financial position. (iii) Bank Charges 23,857 – The company sets the amount of capital in proportion to its overall financing (iv) Miscellaneous expenses 1,032,650 18,708 structure, i.e. equity and financial liabilities. The company manages the capital Total Other Expenses 35,717,941 14,795,084 structure and makes adjustments to it in the light of changes in economic conditions and the risk characteristics of the underlying assets. Note 21 : Earnings per Share 31-Mar-17 31-Mar-16 1-Apr-15 Rupees Equity 2,860,425,221 1,120,297,627 61,092,753 For the For the Less: Cash and cash Current Year previous Year equivalents 6,243,955 3,141,467 694,079 ended ended 31 March 31 March 2,854,181,266 1,117,156,160 60,398,674 Particulars 2017 2016 Per Share Per Share Categories of financial assets and financial liabilities Basic Earnings per share As at 31 March 2017 Rupees From continuing operations (0.15) 0.66 Amortised From discontinuing operations – – Costs FVTPL FVOCI Total
Total basic earnings per share (0.15) 0.66 Non-current Assets Loans 189,115,000 189,115,000 Diluted Earnings per share Current Assets From continuing operations (0.15) 0.66 Investments – 53,077,270 53,077,270 Trade Receivables 10,429,742 10,429,742 From discontinuing operations – – Other Financial Assets Total diluted earnings per share (0.15) 0.66 – Non Derivative Financial Assets 926,006 926,006 Basic earnings per share Non-current Liabilities The earnings and weighted average number of ordinary shares used in the Borrowings 180,000,000 180,000,000 calculation of basic earnings per share are as follows: Current Liabilities Trade Payables 11,115,385 11,115,385 For the For the Other Financial Current Year previous Year Liabilities ended ended – Non Derivative 31 March 31 March Financial Liabilities 979,612 979,612 2017 2016 As at 31 March 2016 Rupees Profit/(loss) for the year attributable to owners of the Company (27,212,406) 34,630,474 Amortised Less: Preference dividend and tax thereon – – Costs FVTPL FVOCI Total
Profit/(loss) for the year used in the Current Assets calculation of basic earnings per share 34,630,474 (27,212,406) Investments – 123,036,699 – 123,036,699 Profit for the year on discontinued Non-current operations used in the calculation of basic Liabilities earnings per share from discontinued operations – – Current Liabilities
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116_Mahindra Renewables Private Limited.indd 2343 7/4/2017 3:41:36 PM Vikas Please check thoroughly. Vakils will not be responsible for errors not noted on this proof. Mahindra rENEWABLES Private Limited (Formerly known as Mahindra Offgrid Services Private Limited)
Notes to THE financial statements for the year ended 31ST March, 2017
Amortised Rupees Costs FVTPL FVOCI Total Less than 1-3 3 Years to 5 years Trade Payables 2,031,843 – – 2,031,843 Particulars 1 Year Years 5 Years and above Other Financial INR INR INR INR Liabilities Non-derivative – Non Derivative financial liabilities Financial Liabilities 3,668,313 – – 3,668,313 31-Mar-17
As at 1 April 2015 Rupees Non-interest bearing 11,115,385 Fixed interest rate Amortised instruments 180,000,000 – – – Costs FVTPL FVOCI Total Total 191,115,385 – – – Current Assets 31-Mar-16 Trade Receivables 1,257,871 – 1,257,871 Non-interest bearing 2,031,843 – – – Current Liabilities Total 2,031,843 – – – Borrowings 185,500,000 – – 185,500,000 Trade Payables 1,203,764 – – 1,203,764 1-Apr-15 Other Financial Non-interest bearing 1,203,764 Liabilities – – – – Fixed interest rate – Non Derivative instruments 185,500,000 – – – Financial Liabilities 2,018,648 – – 2,018,648 Financial guarantee contracts 233,926,034 Financial Risk Management Framework Total 420,629,798 – – – The Company’s activities expose it to a variety of financial risks: credit risk, liquidity risk and market risk. In order to manage the aforementioned risks, the Company operates a risk management policy and a program that performs (iii) Maturities of financial assets close monitoring of and responding to each risk factors. The following table details the Company’s expected maturity for its non- derivative financial assets. The table has been drawn up based on the CREDIT RISK undiscounted contractual maturities of the financial assets including (i) Credit risk management interest that will be earned on those assets. The inclusion of information Credit risk arises when a counterparty defaults on its contractual on non-derivative financial assets is necessary in order to understand the obligations to pay resulting in financial loss to the Company. The Company Company’s liquidity risk management as the liquidity is managed on a net has adopted a policy of only dealing with creditworthy counterparties and asset and liability basis. obtaining sufficient collatarel, where appropriate, as a means of mitigating the risk of financial loss from defaults. The Company only transacts with Rupees entities that are rated the equivalent of investment grade and above. This information is supplied by independent rating agencies where available Less than 1-3 3 Years to 5 years and, if not available, the Company uses other publicly available financial Particulars 1 Year Years 5 Years and above information and its own trading records to rate its major customers. INR INR INR INR The Company’s exposure and credit ratings of its counterparties are continuously monitored and the aggregate value of transactions Non-derivative concluded is spread amongst approved counterparties. Credit exposure financial assets is controlled by counterpaty limits that are reviewed and approved by the 31-Mar-17 risk management committee annually. Non-interest bearing 11,115,385 – – – LIQUIDITY RISK Fixed interest rate (i) Liquidity risk management instruments – 180,000,000 – – Ultimate responsibility for liquidity risk management rests with the board of directors, which has established an appropriate liquidity risk management Total 11,115,385 180,000,000 – – framework for the management of the Company’s short-, medium- and 31-Mar-16 long-term funding and liquidity management requirements. The Company manages liquidity risk by maintaining adequate reserves, banking facilities Non-interest bearing 2,031,843 – – – and reserve borrowing facilities, by continuously monitoring forecast and Total 2,031,843 – – – actual cash flows, and by matching the maturity profiles of financial assets and liabilities. 1-Apr-15 (ii) Maturities of financial liabilities Non-interest bearing 1,203,764 – – – The following tables detail the Company’s remaining contractual maturity Fixed interest rate for its non-derivative financial liabilities with agreed repayment periods. instruments 185,500,000 The amount disclosed in the tables have been drawn up based on the undiscounted cash flows of financial liabilities based on the earliest date Total 186,703,764 – – – on which the Company can be required to pay. The tables include both interest and principal cash flows. The amounts included above for variable interest rate instruments for both non-derivative financial assets and liabilities is subject to change if changes in To the extent that interest flows are floating rate, the undiscounted amount variable interest rates differ to those estimates of interest rates determined at the is derived from interest rate curves at the end of the reporting period. The end of the reporting period. contractual maturity is based on the earliest date on which the Company may be required to pay.
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116_Mahindra Renewables Private Limited.indd 2344 7/4/2017 3:41:36 PM Vikas Please check thoroughly. Vakils will not be responsible for errors not noted on this proof. Mahindra rENEWABLES Private Limited (Formerly known as Mahindra Offgrid Services Private Limited)
Notes to THE financial statements for the year ended 31ST March, 2017 MARKET RISK There has been no significant changes to the company’s exposure to market Market risk is the risk that the fair value or future cash flows of a financial risk or the methods in which they are managed or measured. instrument will fluctuate because of changes in market prices. Market risk Interest rate risk comprises three types of risk: currency risk, interest rate risk and other price risk such as equity price risk and commodity price risk. The objective of market risk Interest rate risk is the risk that the fair value or future cash flows of a financial management is to manage and control market risk exposures within acceptable instrument will fluctuate because of changes in market interest rates. The parameters, while optimising the return. The Company uses derivatives to Company’s exposure to the risk of changes in market interest rates relates manage market risks. Derivatives are only used for economic hedging purposes primarily to the Company’s long-term debt obligations with floating interest rates. and not as speculative investments. All such transactions are carried out within the guidelines set by the Board of Directors and Risk Management Committee.
Note 23 : Fair Value Measurement Fair Valuation Techniques and Inputs used - recurring Items Rupees Relationship of Valuation unobservable technique(s) Significant inputs to fair Financial assets/financial liabilities Fair value as at Fair value and key unobservable value and measured at Fair value 31-Mar-17 31-Mar-16 1-Apr-15 hierarchy input(s) input(s) sensitivity
Financial assets Investments 1) Mutual fund investments 53,077,270 123,000,000 – Level 1 Market Value – –
Total financial assets 53,077,269.64 123,000,000 – – – – –
Fair value of financial assets and financial liabilities that are not measured at fair value Rupees 31-Mar-17 31-Mar-16 1-Apr-15 Carrying Carrying Carrying Particulars amount Fair value amount Fair value amount Fair value
Financial assets Financial assets carried at Amortised Cost – loans to related parties 189,115,000 – – – – – – trade and other receivables 10,429,742 – – – 1,257,871 – Other financial assets 926,006 – – – – –
200,470,748 1,257,871
Financial liabilities Financial liabilities held at amortised cost – loans from related parties 180,000,000 – – – 185,500,000 – – trade and other payables 11,115,385 – 2,031,843 – 1,203,764 –
Total 191,115,385 – 2,031,843 – 186,703,764 –
Fair value hierarchy as at 31 March 2017 Level 1 Level 2 Level 3 Total
Financial assets Financial assets carried at Amortised Cost – loans to related parties – – 189,115,000 189,115,000 – trade and other receivables – – 10,429,742 10,429,742 – Others – – 926,006 926,006
Total – – 200,470,748 200,470,748
Financial liabilities Financial Instruments not carried at Fair Value – loans from related parties – – 180,000,000 180,000,000 – trade and other payables – – 11,115,385 11,115,385
Total – – 191,115,385 191,115,385
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116_Mahindra Renewables Private Limited.indd 2345 7/4/2017 3:41:36 PM Vikas Please check thoroughly. Vakils will not be responsible for errors not noted on this proof. Mahindra rENEWABLES Private Limited (Formerly known as Mahindra Offgrid Services Private Limited)
Notes to THE financial statements for the year ended 31ST March, 2017 Rupees 31-Mar-17 31-Mar-16 1-Apr-15 Carrying Carrying Carrying Particulars amount Fair value amount Fair value amount Fair value Fair value hierarchy as at 31 March 2016 Level 1 Level 2 Level 3 Total Financial liabilities Financial Instruments not carried at Fair Value Trade payable – – 2,031,843 2,031,843 – – 2,031,843 2,031,843
Fair value hierarchy as at 1 April 2015 Level 1 Level 2 Level 3 Total Financial assets Financial assets carried at Amortised Cost – trade and other receivables – – 1,257,871 1,257,871 Financial liabilities Financial Instruments not carried at Fair Value – loans from related parties – – 185,500,000 185,500,000 – trade and other payables – – 1,203,764 1,203,764 – – 186,703,764 187,961,635
Note 24 : Related Party Transactions Name of the parent Company Mahindra Susten Private Limited Name of the Intermediate Holding Company Mahindra Holdings Limited Name of the Ultimate Holding Company Mahindra & Mahindra Limited Brightsolar Renewable Energy Private Limited Entity in which have joint interest with other company Neo Solren Private Limited Subsidiary Company Divine Solren Private Limited Subsidiary Company Marvel Solren Private Limited Subsidiary Company Astra solren Private Limited Subsidiary Company Celansolar Renewable Energy Private Limited Subsidiary Company Mahindra Suryaurja Private Limited Subsidiary Company Details of transaction between the Company and its related parties are disclosed below: Rupees KMP of the Entities Company Ultimate having joint and KMP For the year Holding Parent imtrest in the of parent Particulars ended Company Company Company Subsidiaries Company Nature of transactions with Related Parties Sale of goods 31-Mar-17 – 10,372,500 – – – 31-Mar-16 – – – – – Receiving of services 31-Mar-17 460,000 – – – – 31-Mar-16 286,250 13,241,960 – – 75,000 Deposit Given 31-Mar-17 – – 300,000 900,000 – 31-Mar-16 – – – – – Deposit refund 31-Mar-17 – – 300,000 900,000 – 31-Mar-16 – – – – – Loans given 31-Mar-17 – – 9,115,000 227,560,000 – 31-Mar-16 – – – – – Loans refund 31-Mar-17 – – – 47,500,000 – 31-Mar-16 – – – – – Equity contribution by the Company 31-Mar-17 – – – 1,776,404,200 – 31-Mar-16 – – – – – Equity contribution to the Company 31-Mar-17 – 1,768,630,000 – – – 31-Mar-16 – 1,025,600,000 – – – Loan Received 31-Mar-17 – 180,000,000 – – – 31-Mar-16 – – – – – Intercorporate Deposit received 31-Mar-17 – 20,000,000 – – – 31-Mar-16 – – – – – Intercorporate Deposit repay 31-Mar-17 – 20,000,000 – – – 31-Mar-16 – – – – –
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116_Mahindra Renewables Private Limited.indd 2346 7/4/2017 3:41:36 PM Vikas Please check thoroughly. Vakils will not be responsible for errors not noted on this proof. Mahindra rENEWABLES Private Limited (Formerly known as Mahindra Offgrid Services Private Limited)
Notes to THE financial statements for the year ended 31ST March, 2017
Rupees KMP of the Entities Company Ultimate having joint and KMP For the year Holding Parent imtrest in the of parent Particulars ended Company Company Company Subsidiaries Company Nature of transactions with Related Parties Interest on Subordinated debts received 31-Mar-17 – – 229,748 793,973 – 31-Mar-16 – – – – – Interest on Subordinated debts Paid 31-Mar-17 – 793,973 – – – 31-Mar-16 – – – – – Interest on ICD received 31-Mar-17 – – – 724,199 – 31-Mar-16 – – – – – Interest on ICD paid 31-Mar-17 – 22,443 – – – Interest on ICD 31-Mar-16 – 8,028,863 – – –
Entities having joint KMP of the control/ Company Ultimate significant and KMP Holding Parent influence over of parent Nature of Balances with Related Parties Balance as on Company Company Company Subsidiaries Company Trade Receivable 31-Mar-17 – 10,372,500.00 – – – Trade payables 31-Mar-17 669,955 714,575 – – – 31-Mar-16 249,955 3,310,491 – – – Loans & advances taken 31-Mar-17 – 180,000,000 – – – 31-Mar-16 – – – – – Loans & advances given 31-Mar-17 – – 9,115,000 180,060,000 – 31-Mar-16 – – – – – Note: Company has incurred Rs. 75000 in previous year Fy 15-16 for key managerial personnel services provided by Mr. Brijesh Rathod (Company Secreatary)
Note 25 : First-time adoption of Ind-AS Rupees First Time Ind AS Adoption reconciliations As at As at 31 March 1 April (i) Reconciliation of Total Equity as at 31 March 2016 and 1 April 2015: Particulars Notes 2016 2015
Rupees Cash and cash equivalents for the purpose of Statement of Cash Particulars Notes As at As at 31 March 1 April flows as per Previous GAAP 3,141,467 694,079.08 2016 2015 Bank Overdrafts which forms integral part of cash management Equity as reported under system previous GAAP 1,122,776,551 60,464,869 Cash and cash equivalents Ind AS: Adjustments increase of jointly controlled entities (decrease): proportionately consolidated Deferred income tax 4,969,467 627,884 under previous GAAP – – MTM of Investments 36,699 – Cash and cash equivalents of Current Tax - MAT Liability (7,485,090) – entities not consolidated as Equity as reported under IND subsidiary under previous GAAP – – AS SOCI 1,120,297,627 61,092,753 Other adjustments (specify) Cash and cash equivalents for Analysis of cash and cash equivalents as at 31 March 2016 and 1 April 2015 the purpose of Statement of for the purpose of Statement of Cash flows under Ind AS Cash flows as per Ind AS 9 3,141,467 694,079
Note 26 : Disclosure of interest in Subsidiaries and interest of Non Controlling Interest (a) Details of the Group’s material subsidiaries at the end of the reporting period are as follows: Place of Incorporation and Place of Operation/ Date of Proportion of Ownership Interest Name of the Subsidiary Principal Activity Acquisation and Voting power held by the Group Quoted (Y/N) 31-Mar-17 31-Mar-16 31-Mar-15
Bright Solar renewable Energy Private Limited Solar Power Generation 3/12/2013 51% 51% 100% N Cleansolar Renewable Energy Private Limited Solar Power Generation 3/12/2013 100% 100% 100% N Divine Solren Private Limited Solar Power Generation 1/7/2015 100% 100% – N
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116_Mahindra Renewables Private Limited.indd 2347 7/4/2017 3:41:36 PM Vikas Please check thoroughly. Vakils will not be responsible for errors not noted on this proof. Mahindra rENEWABLES Private Limited (Formerly known as Mahindra Offgrid Services Private Limited)
Notes to THE financial statements for the year ended 31ST March, 2017
Place of Incorporation and Place of Operation/ Date of Proportion of Ownership Interest Name of the Subsidiary Principal Activity Acquisation and Voting power held by the Group Quoted (Y/N) 31-Mar-17 31-Mar-16 31-Mar-15
Neo Solren Private Limited Solar Power Generation 8/5/2015 100% 100% – N Astra Solren Private Limited Solar Power Generation 14/10/2015 100% 100% – N Marvel Solren Private Limited Solar Power Generation 10/10/2015 100% 100% – N Mahindra Suryaurja Private Limited Solar Power Generation 30/3/2017 100% – – N
(b) Details of Non-Wholly Owned Subsidiaries that have material Non Controlling Interest
Place of Incorporation Proportion of Ownership and Place of Interest and voting rights held Profit/(Loss) allocated to non Accumulated non Controlling Name of the Subsidiary Operation by non controlling interests controlling interest Interest 31-Mar-17 31-Mar-16 31-Mar-17 31-Mar-16 31-Mar-17 31-Mar-16
Bright Solar renewable Energy Private Limited INDIA 49% 49% 1,115,107 (4,011,304) (2,896,197) (4,011,304)
Total 1,115,107 (4,011,304) (2,8 96,197) (4,011,304)
(c) Summarised financial information in respect of each of the Group’s Brightsolar Renwable Energy subsidiaries that has material non-controlling interests is set out Particulars Private Limited below. The summarised financial information below represents amounts before intragroup eliminations. 31-Mar-17 31-Mar-16 31-Mar-15 Total Other Comprehensive Brightsolar Renwable Energy Income Profit/(Loss) attributable Particulars Private Limited to the non controlling interest 1,615,230 (3,701,551) – 31-Mar-17 31-Mar-16 31-Mar-15 Total Other Comprehensive Income 3,296,389 (7,554,186) (661,277) Current Assets 67,396,737 63,562,598 60,347,120 Dividends paid to non Non Current Assets 767,467,122 811,777,200 857,491 controlling interest Current Liabilities 43,774,881 85,768,509 310,418 Net Cash Flow from operating activities 98,495,980 (56,667,104) (808,185) Non Current Liabilities 595,505,192 596,263,230 – Net Cash Flow from investing activities (64,983,286) (611,794,124) (60,660,658) Equity Interest Attributable to the Net Cash Flow from financing activities (35,831,092) 703,716,314 61,500,000 owners 99,747,731 98,587,110 60,894,193 Non Controlling Interest 95,836,055 94,720,949 – Net Cash inflow (outflow) (2,318,398) 35,255,086 31,157 Revenue 122,167,381 33,028,606 1,497,182 (d) Changes in Ownership interest Expenses 118,870,992 40,582,791 2,158,459 During the last financial year, the Company disposed of 49% of its interest Profit/(Loss) for the year 3,296,389 (7,554,186) (661,277) in Brightsolar Renewable Energy Private Limited, reducing its continuing Profit/(Loss) attributable to the interest to 51%. The proceeds on disposal of INR 5,92,54,720 were owners of the Company 1,681,158 (3,852,635) (661,277) received in cash. Profit/(Loss) attributable to the (e) Information about the composition of the Group at the end of the non controlling interest 1,615,230 (3,701,551) – reporting period is as follows:
Profit/(Loss) for the year 3,296,389 (7,554,186) (661,277) Place of incorporation Other Comprehensive Income – – – and Number of wholly owned Principal activity operation subsidiaries Total Other Comprehensive 31/3/2017 31/12/2016 Income attributable to the owners of the Company 1,681,158 (3,852,635) (661,277) Mahindra Renewables Private Limited INDIA 6 6
In terms of our report attached. For and on behalf of the Board of Directors
For B. K. Khare & Co. Chartered Accountants Firm Registration No. 105102W Basant Jain Roshan Gandhi Director Director Himanshu Chapsey Partner Rakesh Khaitan Mandar Joshi Membership No. 105731 Chief Financial Officer Company Secretary
Place: Mumbai Place: Mumbai Date: 24th April, 2017 Date: 24th April, 2017
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116_Mahindra Renewables Private Limited.indd 2348 7/4/2017 3:41:36 PM Vikas Please check thoroughly. Vakils will not be responsible for errors not noted on this proof. Mahindra rENEWABLES Private Limited (Formerly known as Mahindra Offgrid Services Private Limited)
Form AOC-1
(Pursuant to first proviso to Sub-section (3) of Section 129 read with Rule 5 of Companies (Accounts) Rules, 2014) Statement containing salient features of the financial statement of subsidiaries/associate companies/joint ventures
Part “A”: Subsidiaries (Information in respect of each subsidiary to be presented with amounts in Rs.)
Sl. Particulars Details No. 1. Name of the subsidiary Brightsolar Renewables Private Limited 2. Reporting period for the subsidiary concerned, if different from the holding company’s 1st April 2015 to 31st March 2016 reporting period 3. Reporting currency and Exchange rate as on the last date of the relevant Financial year N.A in the case of foreign subsidiaries 4. Share capital 95,240,000 5. Reserves & surplus 112,160,388 6. Total assets 207,400,388 7. Total Liabilities 207,400,388 8. Investments – 9. Turnover 33,028,606 10. Profit before taxation 6,098,054 11. Provision for taxation 632,149 12. Profit after taxation 5,461,909 13. Proposed Dividend – 14. % of shareholding 51%
Notes: The following information shall be furnished at the end of the statement: 1. Names of subsidiaries which are yet to commence operations: N.A 2. Names of subsidiaries which have been liquidated or sold during the year: N.A
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116_Mahindra Renewables Private Limited.indd 2349 7/4/2017 3:41:37 PM Vikas Please check thoroughly. Vakils will not be responsible for errors not noted on this proof. Mahindra rENEWABLES Private Limited (Formerly known as Mahindra Offgrid Services Private Limited)
Form AOC-1
(Pursuant to first proviso to Sub-section (3) of Section 129 read with Rule 5 of Companies (Accounts) Rules, 2014) Statement containing salient features of the financial statement of subsidiaries/associate companies/joint ventures
Part “A”: Subsidiaries (Information in respect of each subsidiary to be presented with amounts in Rs.)
Sr. Particulars Details No. 1. Name of the subsidiary Cleansolar Renewables Private Limited 2. Reporting period for the subsidiary concerned, if different from the holding company’s reporting period 1st April 2015 to 31st March 2016 3. Reporting currency and Exchange rate as on the last date of the relevant Financial year in the case of foreign subsidiaries N.A 4. Share capital 96,230,000 5. Reserves & surplus 503,916,337 6. Total assets 2,193,362,725 7. Total Liabilities 2,193,362,725 8. Investments 15,000,000 9. Turnover 10,162,338 10. Profit before taxation (5430,579) 11. Provision for taxation 89,409 12. Profit after taxation 5,519,988 13. Proposed Dividend – 14. % of shareholding 100%
Notes: The following information shall be furnished at the end of the statement: 1. Names of subsidiaries which are yet to commence operations: N.A 2. Names of subsidiaries which have been liquidated or sold during the year: N.A
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116_Mahindra Renewables Private Limited.indd 2350 7/4/2017 3:41:37 PM Vikas Please check thoroughly. Vakils will not be responsible for errors not noted on this proof. Mahindra rENEWABLES Private Limited (Formerly known as Mahindra Offgrid Services Private Limited)
Form AOC-1
(Pursuant to first proviso to Sub-section (3) of Section 129 read with Rule 5 of Companies (Accounts) Rules, 2014) Statement containing salient features of the financial statement of subsidiaries/associate companies/joint ventures
Part “A”: Subsidiaries (Information in respect of each subsidiary to be presented with amounts in Rs.)
Sr. Particulars Details No. 1. Name of the subsidiary Astra Solren Private Limited 2. Reporting period for the subsidiary concerned, if different from the holding company’s reporting period 14th October 2015 to 31st March 2016 3. Reporting currency and Exchange rate as on the last date of the relevant Financial year in the case of foreign subsidiaries N.A 4. Share capital 100,000 5. Reserves & surplus (143,459) 6. Total assets 77,241 7. Total Liabilities 77,241 8. Investments – 9. Turnover – 10. Profit before taxation (143,459) 11. Provision for taxation – 12. Profit after taxation (143,459) 13. Proposed Dividend – 14. % of shareholding 100%
Notes: The following information shall be furnished at the end of the statement: 1. Names of subsidiaries which are yet to commence operations: N.A 2. Names of subsidiaries which have been liquidated or sold during the year: N.A
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116_Mahindra Renewables Private Limited.indd 2351 7/4/2017 3:41:37 PM Vikas Please check thoroughly. Vakils will not be responsible for errors not noted on this proof. Mahindra rENEWABLES Private Limited (Formerly known as Mahindra Offgrid Services Private Limited)
Form AOC-1
(Pursuant to first proviso to Sub-section (3) of Section 129 read with Rule 5 of Companies (Accounts) Rules, 2014) Statement containing salient features of the financial statement of subsidiaries/associate companies/joint ventures
Part “A”: Subsidiaries (Information in respect of each subsidiary to be presented with amounts in Rs.)
Sr. Particulars Details No. 1. Name of the subsidiary Divine Solren Private Limited 2. Reporting period for the subsidiary concerned, if different from the holding company’s reporting period 8th May 2015 to 31st March 2016 3. Reporting currency and Exchange rate as on the last date of the relevant Financial year in the case of foreign subsidiaries N.A 4. Share capital 24,200,000 5. Reserves & surplus 120,374,201 6. Total assets 176,691,100 7. Total Liabilities 176,691,100 8. Investments 14,000,000 9. Turnover 217,220 10. Profit before taxation (7,203,969) 11. Provision for taxation – 12. Profit after taxation (7,203,969) 13. Proposed Dividend – 14. % of shareholding 100%
Notes: The following information shall be furnished at the end of the statement: 1. Names of subsidiaries which are yet to commence operations: N.A 2. Names of subsidiaries which have been liquidated or sold during the year: N.A
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116_Mahindra Renewables Private Limited.indd 2352 7/4/2017 3:41:37 PM Vikas Please check thoroughly. Vakils will not be responsible for errors not noted on this proof. Mahindra rENEWABLES Private Limited (Formerly known as Mahindra Offgrid Services Private Limited)
Form AOC-1
(Pursuant to first proviso to Sub-section (3) of Section 129 read with Rule 5 of Companies (Accounts) Rules, 2014) Statement containing salient features of the financial statement of subsidiaries/associate companies/joint ventures
Part “A”: Subsidiaries (Information in respect of each subsidiary to be presented with amounts in Rs.)
Sr. Particulars Details No. 1. Name of the subsidiary Marvel Solren Private Limited 2. Reporting period for the subsidiary concerned, if different from the holding company’s reporting period 10th October 2015 to 31st March 2016 3. Reporting currency and Exchange rate as on the last date of the relevant Financial year in the case of foreign subsidiaries N.A 4. Share capital 100,000 5. Reserves & surplus (174,167) 6. Total assets 45,733 7. Total Liabilities 45,733 8. Investments – 9. Turnover – 10. Profit before taxation (174,167) 11. Provision for taxation – 12. Profit after taxation (174,167) 13. Proposed Dividend – 14. % of shareholding 100%
Notes: The following information shall be furnished at the end of the statement: 1. Names of subsidiaries which are yet to commence operations: N.A 2. Names of subsidiaries which have been liquidated or sold during the year: N.A
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116_Mahindra Renewables Private Limited.indd 2353 7/4/2017 3:41:37 PM Vikas Please check thoroughly. Vakils will not be responsible for errors not noted on this proof. Mahindra rENEWABLES Private Limited (Formerly known as Mahindra Offgrid Services Private Limited)
Form AOC-1
(Pursuant to first proviso to Sub-section (3) of Section 129 read with Rule 5 of Companies (Accounts) Rules, 2014) Statement containing salient features of the financial statement of subsidiaries/associate companies/joint ventures
Part “A”: Subsidiaries (Information in respect of each subsidiary to be presented with amounts in Rs.)
Sr. Particulars Details No. 1. Name of the subsidiary Neo Solren Private Limited 2. Reporting period for the subsidiary concerned, if different from the holding company’s reporting period 1st July 2015 to 31st March 2016 3. Reporting currency and Exchange rate as on the last date of the relevant Financial year in the case of foreign subsidiaries N.A 4. Share capital 18,600,000 5. Reserves & surplus 103,905,421 6. Total assets 122,674,390 7. Total Liabilities 122,674,390 8. Investments 120,000,000 9. Turnover 1,328,254 10. Profit before taxation (4,917,929) 11. Provision for taxation – 12. Profit after taxation (4,917,929) 13. Proposed Dividend – 14. % of shareholding 100%
Notes: The following information shall be furnished at the end of the statement: 1. Names of subsidiaries which are yet to commence operations: N.A 2. Names of subsidiaries which have been liquidated or sold during the year: N.A
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116_Mahindra Renewables Private Limited.indd 2354 7/4/2017 3:41:37 PM Vikas Please check thoroughly. Vakils will not be responsible for errors not noted on this proof. Mahindra rENEWABLES Private Limited (Formerly known as Mahindra Offgrid Services Private Limited)
Part “B”: Associates and Joint Ventures Statement pursuant to Section 129(3) of the Companies Act, 2013 related to Associate Companies and Joint Ventures: - “Not Applicable” Name of associates/Joint Ventures Name 1. Latest audited Balance Sheet Date – 2. Shares of Associate/Joint Ventures held by the company on the year end – No. Amount of Investment in Associates/Joint Venture – Extend of Holding % – 3. Description of how there is significant influence – 4. Reason why the associate/joint venture is not consolidated – 5. Net worth attributable to shareholding as per latest audited Balance Sheet – 6. Profit/Loss for the year – i. Considered in Consolidation – ii. Not Considered in Consolidation –
1. Names of associates or joint ventures which are yet to commence operations: N.A 2. Names of associates or joint ventures which have been liquidated or sold during the year: N.A
Note: This Form is to be certified in the same manner in which the Balance Sheet is to be certified.
For and on behalf of the Board of Directors
For B. K. Khare & Co. Basant Jain Roshan Gandhi Chartered Accountants Director Director Firm Registration No. 105102W Sameer Mathur Rakesh Khaitan Himanshu Chapsey Chief Executive Officer Chief Financial Officer Partner M. No. 105731 Pinky Dutta Company Secretary
Place: Mumbai Place: Mumbai Date: 28th April, 2016 Date: 28th April, 2016
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116_Mahindra Renewables Private Limited.indd 2355 7/4/2017 3:41:37 PM Vikas Please check thoroughly. Vakils will not be responsible for errors not noted on this proof.