DIRECTORS' REPORT

Dear Shareholders,

The Directors present the Twentieth Annual Report of your Company together with the audited standalone and consolidated financial statements for the financial year ended March 31, 2015

2. COMPANY'S PERFORMANCE

On a standalone basis, the Company achieved revenue from operations of Rs 2,261.49 Crore and EBIT of Rs (538.79) Crore as against Rs 3,036.36 Crore and Rs (569.91) Crore respectively in the previous year. Net loss for the year is Rs 6,032.34 Crore as compared to net loss of Rs 924.47 Crore in the previous year. The increase in loss during the year compared to previous year is primarily due to provisions for diminution in investments of subsidiaries.

On consolidated basis, the Group achieved revenue from operations of Rs 19,836.68 Crore and EBIT of Rs (493.03) Crore as against Rs 20,211.58 Crore and Rs (917.97) Crore respectively in the previous year. Net loss for the year is Rs 9,157.69 Crore as compared to loss of Rs 3,519.97 Crore in the previous year. The increase in loss during the year compared to previous year is primarily due to provision towards impairment in value of goodwill.

3. APPROPRIATIONS

a) Transfer to reserves

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

b) Dividend

In view of losses incurred by the Company, the Board of Directors express its inability to recommend any dividend on equity shares for the year under review.

4. MATERIAL DEVELOPMENTS OCCURRED AFTER THE BALANCE SHEET DATE

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

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

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

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

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

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

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

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

6. EXTRACT OF THE ANNUAL RETURN

The extract of the annual return in Form MGT-9 in terms of Section 92(3) of the Companies Act, 2013 for the financial year under review has been provided in an Annexure which forms part of the Directors' Report.

7. NUMBER OF BOARD MEETINGS HELD

The details pertaining to number of Board Meetings held during the financial year under review have been provided in the Corporate Governance Report forming part of this Annual Report.

8. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors confirm to the best of their knowledge and belief that:

a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper  explanation relating to material departures;

b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the loss of the Company for that period;

c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the directors had prepared the annual accounts on a going concern basis;

e) the directors, in the case of a listed company, had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

9. A STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS

In terms of Section 149(7) of the Companies Act, 2013, Mr. Vaidhyanathan Raghuraman, Mr. Marc Desaedeleer, Mr. Ravi Uppal and Mr. Venkataraman Subramanian, the Independent Directors of the Company have given a declaration to the Company that they meet the criteria of independence as specified under Section 149(6) of the Companies Act, 2013 and clause 49(II)(B)(1) of the listing agreement and there has been no change in the circumstances which may affect their status as Independent Directors.

10. COMPANY'S POLICY ON DIRECTOR'S APPOINTMENT AND REMUNERATION

In accordance with Section 178 of the Companies Act, 2013 and clause 49 of the listing agreement, the nomination and  remuneration committee of the Board of Directors has approved the 'Board Diversity and Remuneration Policy which is available on the Company's website (www.suzlon.com ). The details of remuneration paid to Executive and Non-Executive Directors have been provided in the Corporate Governance Report forming part of this Annual Report.

11. AUDITORS AND AUDITORS' OBSERVATIONS

Statutory Auditors - M/s. SNK & Co., Chartered Accountants (Firm Registration No.109176W) and M/s. S.R.Batliboi & Co. LLP, Chartered Accountants (Firm Registration No.301003E) were appointed as the Joint Statutory Auditors of the Company to hold office from the conclusion of the Nineteenth Annual General Meeting till the conclusion of the Twenty Second Annual General Meeting of the Company, i.e. for a period of three years (subject to ratification of their appointment at every annual general meeting). The Board of Directors recommend ratification of appointment of M/s. SNK & Co., Chartered Accountants and M/s. S.R.Batliboi & Co. LLP, Chartered Accountants, to hold office from the conclusion of this Annual General Meeting till the conclusion of the Twenty First Annual General Meeting of the Company.

Statutory Auditors' Observations in Audit Report and Directors' explanation thereto -

i) In respect of Note 5 of the standalone financial statements and consolidated financial statements regarding amount payable towards recompense in lieu of sacrifice

The recompense amount payable in lieu of sacrifice is contingent on various factors including improved performance  of Borrowers and many other conditions, the outcome of which currently is materially uncertain. The recompense amount due to the date of this balance sheet is not ascertainable.

b) Secretarial Auditor - Pursuant to the provisions of Section 204 of the Companies Act, 2013 and Rules made thereunder, Mr.  Dinesh Joshi, Partner, Kanj & Associates, Company Secretaries, Pune (Membership No.F3752 and C.P.No.2246) has been  appointed as a Secretarial Auditor to conduct the Secretarial Audit for the financial year 2014-15. A Secretarial Audit Report in Form MR-3 given by M/s. Kanj & Associates, Company Secretaries, Pune has been provided in an Annexure which forms part of the Directors Report.

Secretarial Auditors' Observations in Secretarial Audit Report and Directors' explanation thereto -

i) In respect of Point pertaining to requisite number of Independent Directors as required under the Clause 49 of the  Listing Agreement:

The Board of Directors of the Company comprises of ten Directors. Of the said ten Directors, three Directors are Promoter-Directors, of which only one is an Executive Director and rest two are Non-executive Directors. As regard  the balance, seven directors are non-promoter / non-executive and unrelated directors with three being the  nominee directors of various lenders in terms of the CDR arrangements and four are Independent Directors, i.e. more than 2/3rd are non-promoter / non-executive and unrelated directors, and more of the nature of independent directors only.

In terms of Clause 49(II)(A)(2) of the listing agreement, at least half of the Company's Board shall consist of  Independent Directors, which the Company was complying with till September 30, 2014. However, due to change in the definition of "independent director" by excluding the "nominee director" outside the purview of the definition of the "independent director", with effect from October 1, 2014, the composition of the Board of the Company required change in terms of the revised Clause 49 of the Listing Agreement. The Nominee Directors fulfil all other criteria of independence as specified in Clause 49(II)(B)(1) of the listing agreement and they are more of the nature of independent directors only. Accordingly, in spirit the Company does comply with the requirements of the Board composition, with more than 2/3rd directors, being non-promoter / non-executive and unrelated directors.

Irrespective of above, the Company has been making its best endeavour to find appropriate persons as independent directors on its Board since quite some time, however without much success, and would still continue its efforts to comply with the requirements of Clause 49(II)(A)(2) of the Listing Agreement.

ii) In respect of Point pertaining to compliance with Clause 49(III)(B) of the Listing Agreement in relation to Audit Committee meeting held on October 31, 2014:

The change in definition of "independent director" by excluding the "nominee director" outside the purview of the definition of the "independent director", became effect from October 1, 2014 and thus to meet the requirements of the Listing Agreement regarding composition of the Audit Committee was immediately taken up in the first board meeting held after October 1, 2014, i.e. on October 31, 2014. Since the Board Meeting, wherein the agenda for reconstitution of the Audit Committee was considered, was held after the meeting of the Audit Committee on October 31, 2014, the meeting of Audit Committee continued to have the same earlier composition. It is hereby clarified that it is merely the fact the quorum with majority independent directors was not there, but the quorum per se was there with three members attending, of which the Chairman being the independent director, and other two being non-executive directors including one nominee director.

c) Cost Auditors - In terms of Section 148 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 and pursuant to the recommendation of Audit Committee, the Company has appointed M/s. N. I. Mehta & Co., Cost Accountants, Mumbai (Registration No.000023) as a Cost Auditor for conducting audit of cost accounting records of the Company for the financial year 2015-16 at a remuneration of Rs 0.03 Crore, which shall be subject to ratification by the shareholders at the Twentieth Annual General Meeting. The due date of filing the cost audit report for the financial year 2015-16 is within a period of one hundred eighty days from the end of the financial year, i.e. March 31, 2016. The Company was not required to get its cost accounting records audited from a Cost Auditor for the financial year 2014-15.

d) Internal Auditor - In terms of Section 138 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, the Company has appointed Mr. Sandip Shah, Chartered Accountant (Membership no.106157) as the Internal Auditor of the  Company.

12. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

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

13. PARTICULARS OF CONTRACTS / ARRANGEMENTS WITH RELATED PARTIES

The particulars of contracts / arrangements with related parties referred to in Section 188(1) entered into during the financial year under review as required to be given in Form AOC-2, have been provided in an Annexure which forms part of the Directors' Report.

14. THE CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO, IN SUCH MANNER AS MAY BE PRESCRIBED

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

15.  RISK MANAGEMENT

In terms of revised Clause 49 of the Listing Agreement, the Company has constituted a Risk Management Committee, the details of  which have been provided in the Corporate Governance Report forming part of this Annual Report. The Board of Directors has approved a Risk Management Policy which is available on Company's website (www.suzlon.com). The Company's risk management and mitigation strategy has been discussed in the Management Discussion and Analysis Report forming part of this Annual Report.

16. CORPORATE SOCIAL RESPONSIBILITY (CSR)

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

17. ANNUAL EVALUATION OF BOARD'S PERFORMANCE

The information pertaining to Annual Evaluation of Board's performance as required to be stated in terms of Section 134(3)(p) of  the Companies Act, 2013 read with Rule 8(4) of the Companies (Accounts) Rules, 2014 have been provided in the Corporate  Governance Report forming part of this Annual Report.

18. DIRECTORS / KEY MANAGERIAL PERSONNEL APPOINTED / RESIGNED DURING THE YEAR

Appointment of Independent Directors - The Company has, at its Nineteenth Annual General Meeting held on September 25, 2014, appointed Mr. V.Raghuraman, Mr. Marc Desaedeleer and Mr. Ravi Uppal as Independent Directors for a term of five years with effect from September 25, 2014 to September 24, 2019. Further, Mr. Venkataraman Subramanian has been appointed as an Additional Director in the capacity of an Independent Director on the Board of the Company for a term of five years with effect from September 25, 2014 to hold office up to the Twentieth Annual General Meeting of the Company and then till September 24, 2019 subject to regularisation of such appointment by the shareholders of the Company. The Nomination and Remuneration Committee and the Board has recommended appointment of Mr. V.Subramanian (DIN: 00357727) as an independent director of the Company to hold office for a term of five years with effect from September 25, 2014 till September 24, 2019, in terms of Section 149 of the Companies Act, 2013 read with the Rules made thereunder (including any statutory modification(s) or re-enactment thereof for the time being in force). In the opinion of the Board, Mr. V.Subramanian fulfils the conditions specified in the Companies Act, 2013 and Rules made thereunder for appointment as Independent Director and is independent of the management of the Company. The Company is in receipt of a notice in writing pursuant to Section 160 of the Companies Act, 2013 proposing the candidature of Mr. V.Subramanian as an Independent Director of the Company.

Re-appointment of directors retiring by rotation - Mr. Rajiv Ranjan Jha (DIN: 03523954) and Mr. Vinod R.Tanti (DIN: 00002266), the  non-executive directors retire by rotation at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment.

Re-appointment of Managing Director - Mr. Tulsi R.Tanti, the Chairman and Managing Director of the Company has been re­appointed as the Managing Director of the Company with effect from April 1, 2014 for a period of three years, i.e. up to March 31, 2017 in terms of recommendations of the Nomination and Remuneration Committee and the Board at their respective meetings held on February 14, 2014 and approval granted by the shareholders of the Company at the extra ordinary general meeting held by way of postal ballot, the result of which have been declared on March 27, 2014 on a salary of Rs 3 Crore per annum subject to approval of Central Government. In terms of approval of Central Government dated October 28, 2014, Mr. Tulsi R. Tanti is entitled to a remuneration of Rs 1.71 Crore per annum for the period between April 1, 2014 and March 31, 2017 and the details of which have been provided in the Corporate Governance Report forming part of this Annual Report.

Appointment of new directors - During the year under review, the State Bank of India has substituted its Nominee Director on the Board of the Company by withdrawing nomination of Mrs Bharati Rao (DIN: 01892516) and instead nominating Mrs. Pratima Ram (DIN: 03518633) as the Nominee Director of State Bank of India on the Board of the Company. Accordingly, Mrs. Pratima Ram has been appointed as a Nominee Director with effect from March 27, 2015 to hold office till the conclusion of ensuing Annual General Meeting and being eligible offers herself for appointment as Director of the Company. The Nomination and Remuneration Committee has recommended the appointment of Mrs. Pratima Ram as the Director designated as the "Non Executive Director" who being a nominee of State Bank of India shall not be liable to retire by rotation. The Company is in receipt of a notice in writing pursuant to Section 160 of the Companies Act, 2013 proposing the candidature of Mrs. Pratima Ram for the office of the Director of the Company.

Cessation of directors - As stated above, Mrs. Bharati Rao ceased to be the Nominee Director of the Company with effect from  March 27, 2015. The Board expresses its appreciation for the valuable services rendered and matured advice provided by Mrs.  Bharati Rao during her association with the Company.

Changes in Key Managerial Personnel - Mr. Amit Agarwal, Chief Financial Officer has tendered his resignation with effect from August 1, 2015 and Mr. Kirti J. Vagadia (ICAI Membership No. 042833) has been appointed as Group Chief Financial Officer with effect from August 1, 2015.

Profile of Directors seeking appointment / re-appointment - Profile of the directors seeking appointment / re-appointment as required to be given in terms of Clause 49(VIII)(E)(1) of the Listing Agreement forms part of the Notice convening the ensuing Annual General Meeting of the Company.

d) Consolidated Financial Statement

The consolidated financial statement as required in terms of Section 129(3) of the Companies Act, 2013 and Clause 32 of the Listing Agreement have been provided along with standalone financial statement. Further a statement containing salient features of the financial statement of the subsidiaries / associate companies / joint ventures in Form AOC-1 as required to be given in terms of first proviso to Section 129(3) of the Companies Act, 2013 has been provided in a separate section which  forms part of this Annual Report. The financial statements including the consolidated financial statements, financial  statements of the subsidiaries and all other documents have been uploaded on the Company's website (www.suzlon.com).

20. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS

During the year under review, no significant and material orders impacting the going concern status and Company's operations in future have been passed by any Regulators or Courts or Tribunals.

21. INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY

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

22. AUDIT COMMITTEE

The Company has constituted an Audit Committee in accordance with Section 177(1) of the Companies Act, 2013, the details of which have been provided in the Corporate Governance Report forming part of this Annual Report. There has been no instance where the Board of Directors had not accepted any recommendation of the Audit Committee. The Company has formulated a Whistle Blower Policy to provide vigil mechanism for employees including directors of the Company to report genuine concerns which is available on the Company's website (www.suzlon.com).

23. PARTICULARS OF EMPLOYEES

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

A statement showing details of employees drawing remuneration exceeding the limits specified in Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 has been provided in an Annexure which forms part of the Directors' Report.

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

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

c) Payment of commission from subsidiaries - The Managing Director has not received any commission / remuneration from any of the subsidiaries of the Company during the year under review.

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

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

e) Employees Stock Option Plans / Employee Stock Purchase Scheme

The Company has introduced few Employee Stock Option Plans ("ESOPs") / Employee Stock Purchase Scheme ("ESPS") for its employees and employees of its subsidiaries (ESOPs and ESPS are collectively referred to as the "Schemes"). The information pertaining to these Schemes as required under Rule 12(9) of the Companies (Share Capital and Debentures) Rules, 2014 and the Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 / the Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 have been provided in an Annexure which forms part of the Directors' Report. All the Schemes formulated by the Company are in compliance with the applicable regulations. During the year under review, there was no material change in any of the Schemes. The details of the Schemes are available on the Company's website (www.suzlon.com ).

24. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As required under Clause 49(VIII)(D), the Management Discussion and Analysis Report on the operations and financial position of the Company has been provided in a separate section which forms part of this Annual Report.

25. CORPORATE GOVERNANCE

As required under Clause 49(X) of the Listing Agreement entered into by the Company with the stock exchanges, a detailed report on corporate governance has been provided in a separate section which forms part of this Annual Report. The Company is in compliance with the requirements and disclosures that have to be made in this regard except Clause 49(II)(A)(2). The Company is in the process of reconstituting the Board in order to comply with Clause 49(II)(A)(2) pertaining to independent directors. The auditors' certificate on compliance with corporate governance requirements by the Company is attached to the Corporate Governance Report.

26. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF):

During the year under review, the Company has transferred the unpaid or unclaimed interim dividend for the financial year 2006-07 aggregating to Rs 0.06 Crore to the Investor Education and Protection Fund (IEPF) set up by the Government of India. Further the unpaid or unclaimed final dividend for the financial year 2007-08 aggregating to Rs 0.10 Crore, if not claimed, then will be transferred to IEPF before due date.

27. OTHER DISCLOSURES

a) Deposits - During the year under review, the Company did not accept any deposits falling within the purview of Section 73 of the Companies Act, 2013.

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

c) Sweat equity shares - During the year under review, the Company has not issued any sweat equity shares.

d) Revision of financial statements and directors report - The Company was not required to revise its financial statements or directors' report during the year under review.

28. ACKNOWLEDGEMENT:

The Directors wish to place on record their appreciation for the co-operation and support received from the government and semi-government agencies, especially from the Ministry of New and Renewable Energy (MNRE), Government of India, all state level nodal agencies and all state electricity boards.

The Directors are thankful to all the Bankers, Financial Institutions and the Investor Group for their support to the Company. The Board places on record its appreciation for continued support provided by the esteemed customers, suppliers, bankers, financial institutions, consultants, bondholders and shareholders.

The Directors also acknowledge the hard work, dedication and commitment of the employees. Their enthusiasm and unstinting efforts have enabled the Company to emerge stronger than ever, enabling it to maintain its position as one of the leading players in the wind industry, in India and around the world.

For and on behalf of the Board of Directors

Tulsi R.Tanti

Chairman & Managing Director

DIN.: 00002283

Place : Mumbai

Date : July 31, 2015