FINANCIAL HIGHLIGHTS AND STATE OF COMPANY S AFFAIRS

Transcription

1 DIRECTORS REPORT Your s present their Second Report together with the Audited Standalone Financial Statements of your Company for the financial year ended March 31, FINANCIAL HIGHLIGHTS AND STATE OF COMPANY S AFFAIRS (` in Lakhs) For the year ended March 31, 2017 # For the year ended March 31, 2016 # Income Other Income Total Income Expenses Other Expenses Depreciation and Amortization Expenses Finance Costs 2.14 Total Expenses Profit/(Loss) before Tax (461.66) (1.42) Provision for Tax (119.96) (0.44) Profit/(Loss) for the year from Continuing Operations (341.70) (0.97) Balance of Profit from earlier years (0.97) 0.00 Balance carried forward (342.67) (0.97) Amount carried forward to reserves (342.67) (0.97) Net worth # The aforesaid financial highlights are based on the Company s first Indian Accounting Standards ( Ind AS ) Audited Standalone Financial Statements for the year ended prepared in accordance with the Accounting Standards as notified under Section 133 of the Companies Act, Figures for the year ended have been restated as per Ind AS to make them comparable with the figures for the year ended. No material changes and commitments have occurred after the closure of the year under review till the date of this report that which would affect the financial position of the Company. OPERATIONS OF THE COMPANY The Company is setting up 2 Solar Power plants of 40 Mega Watts ( MW ) Alternate Current ( AC ) and 25 MW AC in Charanka Solar Park, Gujarat. The Company has incurred expenditure amounting to ` 377 Crores till 31 st March 2017 for setting up these power plants. The Company has signed the Power Purchase Agreements with Solar Energy Corporation of India and secured debt financing as well. The project construction work is in progress and the plant is expected to be commissioned shortly. The Company has no subsidiaries, associates or joint ventures. OUTLOOK FOR THE CURRENT YEAR The Company will commission the 65 MW AC solar power plant at Charanka Solar Park in the state of Gujarat shortly and start generating revenue from sale of power. The Company will also continue to evaluate opportunities to carry on business as a producer and distributor of solar power by using solar cells, photo voltaic cells, wafers, photo voltaic solar modules, photo voltaic solar system / sub system, tracker or fixed tilt, concentrated solar power and to provide related services. DIVIDEND Your s do not recommend any dividend for the year under review. HOLDING COMPANY Your Company continues to remain wholly owned subsidiary of Mahindra Renewables Private Limited. DEMATERIALISATION OF SHARES The shares of your Company have been admitted for dematerialisation with National Securities Depository Limited during the year. The International Securities Identification Number (ISIN) allotted to the Company is INE512W Your company has appointed M/s. Karvy Computershare Private Limited as the Registrar and Share Transfer Agent. ALTERATION OF MEMORANDUM OF ASSOCIATION The Memorandum of Association of your Company was changed for the following purpose(s):- Capital Clause: Increase in Authorized Share Capital from ` 5 Lakhs to ` 9.5 Crores; Capital Clause: Increase in Authorized Share Capital from ` 9.5 Crores to ` Crores _ASTRA SOLREN PRIVATE LIMITED.indd /4/2017 2:58:43 PM

2 ALTERATION OF ARTICLES OF ASSOCIATION The Articles of Association of your Company was altered in order to include clause(s) to appoint Lenders Nominee in case of default, deemed Share Transfer as per standard requisition from the lending Bank, Dematerialisation of Shares and to alter the common seal clause. SHARE CAPITAL Authorized Share Capital The Authorized Share Capital of your Company as on March 31, 2017 stood at ` 14,10,00,000 ( Fourteen Crores Ten Lakhs Only) divided into 1,41,00,000 (One Crore Forty One Lakhs) equity shares of the face value of ` 10/- ( Ten only) each. Further issue of Share Capital During the year under review, your Company made the allotments in tranches during the year under review to Mahindra Renewables Private Limited on Rights Basis of aggregate 84,79,600 equity shares of the face value of ` 10/- each at the premium of ` 67/- per share. Consequent to the above allotments, the issued, subscribed and paid-up share capital of your Company as on March 31, 2017 stood at ` 8,48,96,000 ( Eight Crores Forty Eight Lakhs Ninety Six Thousand only) divided into 84,89,600 (Eighty Four Lakhs Eighty Nine Thousand Six Hundred) equity shares of the face value of ` 10/- each. BOARD OF DIRECTORS Composition and number of meetings attended: The Composition and the attendance at the meeting of the Board were as under:- Sr. No. Name of the DIN Executive/Non Executive Independent/ Non Independent 1. Basant Jain Non Executive Non Independent 2. Roshan Gandhi Non Non Executive Independent 3. Sriram Non-Executive Non Ramachandran Independent (Additional ) 4. Bharat Upadhyay Non-Executive Additional - Independent 5. Rajiv Sarin No. of Board Meetings attended Refer Note # Refer Note * # Appointed as an Additional w.e.f. 25 th April, 2017 * Appointed as an Additional Independent w.e.f. 25 th April, 2017 The Company has received the notice(s) along with requisite deposit from a Member under Section 160 of the Companies Act, 2013, signifying its intention to propose Mr. Sriram Ramachandran, Mr. Bharat Upadhyay and Mr. Rajiv Sarin as candidates for the office of at the forthcoming Annual General Meeting of the Company. Your s recommend for your consideration, their appointment as s at the forthcoming Annual General Meeting ( AGM ). Your Company is not required to constitute any mandatory committees of the Board. Provisions relating to annual evaluation of Board/Committees are not applicable to your Company. At the 1 st (First) AGM held on September 30, 2016, the appointments of Mr. Basant Jain (DIN: ) and Mr. Roshan Gandhi (DIN: ) as s were approved by the members. Mr. Basant Jain (DIN: ) retires by rotation at the forthcoming AGM and being eligible, has offered himself for re-appointment. During the year under review, the Board of s met thirteen times i.e. on April 15, 2016, July 08, 2016, July 26, 2016, August 03, 2016, August 31, 2016, November 29, 2016, January 02, 2017, January 03, 2017, January 23, 2017, February 09, 2017, March 04, 2017, March 06, 2017 and March 16, During the year under review, 1 st AGM of your Company took place on September 30, There were six Extra-ordinary General Meetings of your Company i.e. on July 12, 2016, August 03, 2016, September 26, 2016, December 02, 2016, January 03, 2017 and March 06, The Company has received declarations from Mr. Bharat Upadhyay and Mr. Rajiv Sarin, Independent s to the effect that they meet the criteria of independence as provided in Sub-section 6 of Section 149 of the Companies Act, All the s of your Company including the Independent s have given requisite declarations pursuant to Section 164 of the Companies Act, 2013 that they are not disqualified to be appointed as s of your Company. COMMITTEES OF THE BOARD The Board constituted the Nomination and Remuneration Committee ( NRC ) and Audit Committee ( AC ) w.e.f. April 25, 2017 comprising of Mr. Bharat Upadhyay, as Chairperson of NRC & AC, Mr. Rajiv Sarin and Mr. Sriram Ramachandran as Members. KEY MANAGERIAL PERSON Pursuant to the provisions of Section 2(51) and Section 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Mr. Arvind Garg (ACS A26942) was appointed as the Company Secretary of the Company, with effect from February 09, The provisions relating to appointment of other KMPs as required under section 203 of the Companies Act 2013 are not _ASTRA SOLREN PRIVATE LIMITED.indd /4/2017 2:58:43 PM

3 applicable to the Company as the Company s paid up capital is below the thresh hold limit specified therein. DIRECTORS RESPONSIBILITY STATEMENT Pursuant to Section 134(3) (c) of the Companies Act, 2013, your s, based on representation from operating management and after due enquiry confirm that: In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures; The directors have 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; The directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; The directors have prepared the annual accounts on a going concern basis; The directors have ensured that there exist adequate internal financial controls with reference to the financial statements; and The directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively. RISK MANAGEMENT POLICY Your Board has formulated a policy for the Management of Risks identifying therein the elements of risks including those, which in the opinion of the Board may threaten the existence of the Company and steps to be taken to mitigate the same. Your Board is hopeful that the implementation of the policy will be helpful in anticipating and avoiding risks and enabling the Company to manage the same, if confronted with. VIGIL MECHANISM In accordance with Section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of the Board and its Powers) Rules, 2014, your Company has implemented the Vigil Mechanism through the Company s Whistleblower Policy for directors and employees to report genuine concerns. It provides for adequate safeguards against victimization of persons who use such mechanism and makes provision for direct access to the Chairperson of the Audit Committee in appropriate or exceptional cases. STATUTORY AUDITORS At the First Annual General Meeting ( AGM ), held on September 30, 2016, M/s. B. K. Khare & Co., Chartered Accountants, (ICAI registration Number W) were appointed as the statutory auditors of your Company to hold office for a period of five years. They hold office from the conclusion of the first AGM upto the conclusion of the Sixth AGM to be held in Pursuant to the first proviso of Section 139(1) of Companies Act, 2013, the members are requested to ratify the reappointment of Statutory Auditors for the Financial Year and fix their remuneration at the ensuing second AGM. As required under the provisions of Sections 139 and 141 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, your Company has obtained a written consent and certificate from the Statutory Auditors to the effect that their re-appointment, if ratified, would be in conformity with the conditions, limits and criteria specified therein. Your s confirm that the Auditors Report for Financial Year does not contain any qualifications, reservations or adverse remarks. Provisions relating to Secretarial Audit, Internal Audit & Cost Audit were not applicable to your Company during Financial Year REPORTING OF FRAUDS BY AUDITORS During the period under review, the Statutory Auditors has not reported any instances of frauds committed in the Company by its officers or employees to the Board under Section 143(12) of the Companies Act, 2013, details of which needs to be mentioned in this report. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO The particulars relating to the Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo, as required under Section 134(3) (m) of the Companies Act, 2013 read with the Companies Rule 8(3) of the Companies (Accounts) Rules, 2014, are attached herewith as Annexure I and the same forms part of this report. PARTICULARS OF EMPLOYEES AS REQUIRED UNDER RULE 5(2) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014 Being unlisted Company, provisions of Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are not applicable to your Company. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013 AND DEPOSITS UNDER CHAPTER V OF THE COMPANIES ACT, 2013 Your Company has not accepted any deposits from the public, or its employees, during the year under review. There were no other deposits falling under Rule 2(1)(c) of the Companies (Acceptance of Deposits) Rules, 2014 at the beginning of the year, during the year and at the end of the year. There are no deposits which are not in compliance with the requirement of Chapter V of the Companies Act, _ASTRA SOLREN PRIVATE LIMITED.indd /4/2017 2:58:43 PM

4 Your company has not made any loans, investments and guarantees which are required to be disclosed in the annual accounts of the Company pursuant to Section 186 of the Companies Act, Your Company has not availed any loans/advances which are required to be disclosed in the annual accounts of the Company pursuant to Regulations 34(3) and 53(f) of Securities and Exchange Board of India (Listing Obligations and disclosure Requirement) Regulations, 2015 and Schedule V thereto applicable to the ultimate holding Company, Mahindra and Mahindra Limited. PARTICULARS OF TRANSACTIONS WITH RELATED PARTIES All the transactions entered into by your Company with the related parties during the year under review were in ordinary course of business and at arm s length. of contracts or arrangements with related parties of the Company referred to under Section 188(1) of the Companies Act, 2013 are given in Form AOC 2 as Annexure II and the same forms part of this report. EXTRACT OF ANNUAL RETURN Pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of the Annual Return as on March 31, 2017 in form MGT-9 is annexed as Annexure III and forms part of this report. INTERNAL FINANCIAL CONTROLS Pursuant to Rule 8 of the Companies (Accounts) Rules, 2014, based on the representation received and after due enquiry, your s confirm that they have laid down internal financial controls with reference to the Financial Statements and these controls are adequate. DISCLOSURE AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013 The Company has adopted an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, The Internal Complaints Committee (ICC) constituted shall redress the complaints received regarding sexual harassment. During the year under review, there were no employees and no complaints were received under the said Act. PROVISIONS NOT APPLICABLE The provisions relating to CSR enumerated under Section 135 of the Companies Act, 2013 and annual evaluation u/s 134(3) (p), are not applicable to your Company. GENERAL DISCLOSURES Your s make the following disclosures with respect to transactions/ events during the year under review: 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. 3. The Company does not have a Managing / Whole Time. 4. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and the Company s operations in future. 5. There were no shares having voting rights not exercised directly by the employees and for the purchase of which or subscription to which loan was given by the Company (as there is no scheme pursuant to which such persons can beneficially own shares as envisaged under section 67(3) (c) of the Companies Act 2013). ACKNOWLEDGEMENTS Your s are pleased to take this opportunity to thank the shareholders, Companys bankers, customers, vendors, other stakeholders, business associates and various agencies or statutory authorities of the Central and State Government for their cooperation and support to the Company during the year under review. Place : Mumbai Date : 25 th April, 2017 Basant Jain For and on behalf of the Board Astra Solren Private Limited Roshan Gandhi _ASTRA SOLREN PRIVATE LIMITED.indd /4/2017 2:58:43 PM

5 ANNEXURE I TO THE DIRECTORS REPORT PARTICULARS AS PER THE COMPANIES (ACCOUNTS) RULES, 2014 AND FORMING PART OF THE DIRECTORS REPORT FOR THE YEAR ENDED 31 ST MARCH, A. CONSERVATION OF ENERGY (a) Energy Conservation measures taken: The operations of your Company are not energy intensive. However, adequate measures have been initiated to reduce energy consumption. (b) Additional investments and proposals, if any, being implemented for reduction of consumption of energy: NIL (c) Impact of the measures taken at (a) & (b) above for 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 to the Rules in respect of Industries specified in the Schedule: NIL B. TECHNOLOGY ABSORPTION 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 4. Expenditure on R&D: NIL 5. Technology absorption, adaptation and innovation: NA 6. Imported Technology for the last 5 years: NIL C. FOREIGN EXCHANGE EARNINGS AND OUTGO: Total Foreign Exchange earnings and outgo during the year under review is as follows: Buyers Credit facility of USD Lakhs was availed towards payment for project cost and the foreign exchange exposure has been fully hedged to protect against adverse currency movements by way of full currency swap. Place : Mumbai Date : 25 th April, 2017 Basant Jain For and on behalf of the Board Astra Solren Private Limited Roshan Gandhi _ASTRA SOLREN PRIVATE LIMITED.indd /4/2017 2:58:43 PM

6 ANNEXURE II 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 arm s length transaction under third proviso thereto. 1. Details of contracts or arrangements or transactions not at arm s length basis: NIL Sr. No. Name(s) of the related party and nature of relationship Nature of contracts/ arrangements/ transactions Duration of the contracts/ arrangements/ transactions Salient terms of the contracts or arrangements or transactions including the value, if any Justification for entering into such contracts or arrangements or transactions Date(s) of approval by the Board Amount paid as advances, if any: Date on which the special resolution was passed in general meeting as required under first proviso to Section Details of material contracts or arrangement or transactions at arm s length basis: Sr. No. Name(s) of the related party and nature of relationship 1 Mahindra & Mahindra Limited 2 Mahindra Susten Private Limited 3 Mahindra Susten Private Limited Ultimate Holding Company Intermediate Holding Company Intermediate Holding Company Duration of the contracts/ arrangements/ transactions Annual/Recurring /Ongoing Contract Salient terms of the contracts or arrangements or transactions including the value, if any Receiving of Secretarial services Purchase of property and other assets (power plant) Receiving of services for setting up solar power plant Rs Rs. 36, Rs Date(s) of approval by the Board, if any Not applicable (Refer Note 2) (` in Lakhs) Amount paid as advances, if any 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, For and on behalf of the Board Astra Solren Private Limited NIL Basant Jain Roshan Gandhi Place : Mumbai Date : 25 th April, _ASTRA SOLREN PRIVATE LIMITED.indd /4/2017 2:58:43 PM

7 ANNEXURE III TO THE DIRECTORS REPORT Form No. MGT-9 Extract of Annual Return As on the financial year ended on [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 U74120MH2015PTC Registration Date October 14, Name of the Company Astra Solren 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 Tel : Whether listed Company (Yes/No) No 7 Name, Address and Contact details of Registrar and Transfer Agent, if any II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY All the business activities contributing 10 % or more of the total turnover of the company:- Sr. No. Name and Description of main products / services KARVY COMPUTERSHARE PVT. LTD. Karvy Selenium Tower B, Plot 31-32, Gachibowli, Financial District, Nanakramguda City: Hyderabad Pin: Std code: 040 Tel.: Fax : id : venu.sp@karvy.com NIC Code of the Product/ service 1 Electric power generation using solar energy NIL # The Company is yet to commence operations. III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES Sr. No. Name and Address of the Company 1. Mahindra and Mahindra Limited Address: Mahindra Towers, P. K. Kurne Chowk, Worli, Mumbai Mahindra Holdings Limited Address: Mahindra Towers, P. K. Kurne Chowk, Worli, Mumbai Mahindra Susten Private Limited Address: Mahindra Towers, P. K. Kurne Chowk, Worli, Mumbai Mahindra Renewables Private Limited Address: Mahindra Towers, P. K. Kurne Chowk, Worli, Mumbai CIN L65990MH1945PLC U65993MH2007PLC U74990MH2010PTC * Holding through its Subsidiary Mahindra Renewables Private Limited Holding/ Subsidiary of the Company Ultimate Holding Company Intermediate Holding Company Intermediate Holding Company % to total turnover of the company # % of shares held Applicable Section 100 * 2(46) 100 * 2(46) 100 * 2(46) U40300MH2010PTC Holding Company 100 2(46) _ASTRA SOLREN PRIVATE LIMITED.indd /4/2017 2:58:43 PM

8 IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity) i. Category-wise Share Holding: Category of Shareholders No. of Shares held at the beginning of the year (As on ) Demat Physical Total No. of Shares held at the end of the year (As on ) % of total shares Demat Physical Total % of total shares % change during the year A. Promoters 1. Indian a. Individual/HUF b. Central Govt. c. State Govt. d. Bodies Corp. 10,000 10, ,89, ,89, e. Bank/FI f. Any Other Sub-Total- A-(1) 10,000 10, ,89, ,89, 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) 10,000 10, ,89, ,89, B. Public Shareholding 1. Institution a. Mutual Funds b. Bank/FI c. Central Govt. d. State Govt. 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 _ASTRA SOLREN PRIVATE LIMITED.indd /4/2017 2:58:43 PM

9 Category of Shareholders No. of Shares held at the beginning of the year (As on ) Demat Physical Total No. of Shares held at the end of the year (As on ) % of total shares Demat Physical Total % of total shares % change during the year 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) 10,000 10, ,89, ,89, ii. Shareholding of Promoters: Shareholding at the beginning of the year (as on ) Shareholding at the end of the year (as on ) Sr. No. Shareholder s Name No. of shares % of shares of the Company % of shares Pledged/ encumbered to total shares No. of shares % of shares of the Company % of shares Pledged/ encumbered to total shares % change in shareholding during the year Mahindra Renewables Private Limited Mahindra Renewables Private Limited Jointly with Roshan Gandhi* 9, ,89, Total 10, ,89, * Share is held by Mahindra Renewables 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: Name of Promoter Mahindra Renewables Private Limited including 1 share Jointly with Roshan Gandhi Shareholding at the time of Beginning of the year No. of shares % of total shares of the Company Increase/Decrease in No. of shares Cumulative Shareholding during the year No. of shares % of total shares of the Company At the beginning of the period 10, , Increase: Allotments in tranches during the year 84,79,600 84,89, At the end of the period (As on ) 84,89, _ASTRA SOLREN PRIVATE LIMITED.indd /4/2017 2:58:43 PM

10 iv. Shareholding Pattern of top ten Shareholders (other than s, Promoters and Holders of GDRs and ADRs): NIL Sl. No For Each of the Top 10 Shareholders Shareholding at the end of the year No. of shares % of total shares of the company Cumulative Shareholding during the year No of shares % of total shares of the company At the beginning of the year Date wise increase/decrease in Promoters Share holding during the year specifying the reasons for increase/decrease (e.g. allotment/transfer/bonus/ sweat equity etc) At the end of the year (or on the date of separation, if separated during the year) v. Shareholding of s and Key Managerial Personnel: NIL Sl. No For Each of the s & KMP Shareholding at the end of the year No.of shares % of total shares of the company Cumulative Shareholding during the year No of shares % of total shares of the company At the beginning of the year Date wise increase/decrease in Promoters Share holding during the year specifying the reasons for increase/decrease (e.g. allotment/transfer/bonus/ sweat equity etc) At the end of the year V. INDEBTEDNESS Indebtedness of the Company including interest outstanding/accrued but not due for payment (` in lakhs) PARTICULARS Secured Loans Excluding Deposits Unsecured Loans Deposits Total Indebtedness Indebtedness at the beginning of the financial year ) Principal Amount ) Interest due but not paid 3) Interest accrued but not due Total of (1+2+3) Change in Indebtedness during the financial year + Addition 24, , Reduction Net Change 24, , Indebtedness at the end of the financial year ) Principal Amount 24, , ) Interest due but not paid 3) Interest accrued but not due Total of (1+2+3) 24, , _ASTRA SOLREN PRIVATE LIMITED.indd /4/2017 2:58:43 PM

11 VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL A. Remuneration to Managing, Whole-Time s and/or Manager: Not applicable Sl. No of Remuneration Name of the MD/WTD/ Manager Total Amount 1 Gross salary (a) Salary as per provisions contained in section 17(1) of the Income Tax (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, 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 s (Independent s / Other Non-Executive s): I. Independent s : Not Applicable of Remuneration Name of s Total Amount Fee for attending Board/Committee meetings Commission Others Overall Ceiling as per the Act. Total II. Other Non-Executive s: NIL of Remuneration Name of the s 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 - NIL Sr. No. of Remuneration Chief Executive Officer Chief Financial Offider 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 Company Secretary _ASTRA SOLREN PRIVATE LIMITED.indd /4/2017 2:58:43 PM

12 Sr. No. of Remuneration Chief Executive Officer Chief Financial Offider 2. Stock Option 3. Sweat Equity 4. Commission As % of Profit Others, specify 5. Others 6. Performance Bonus 7. Professional Fees 6. Others Total (C) VII. PENALTIES/PUNISHMENT/COMPOUNDING OF OFFENCES (Under the Companies Act) - NIL Type Section of the Companies Act Brief description Details of Penalty/ Punishment/Compounding fees imposed Authority [RD/NCLT/COURT] Company Secretary Appeal made, if any (give details) Penalty Punishment Compounding OTHER OFFICERS IN DEFAULT Penalty Punishment Compounding For and on behalf of the Board Astra Solren Private Limited Basant Jain Roshan Gandhi Place: Mumbai Date: 25th April, _ASTRA SOLREN PRIVATE LIMITED.indd /4/2017 2:58:44 PM

13 INDEPENDENT AUDITORS REPORT TO THE MEMBERS OF Astra Solren Private Limited Report on the Standalone Ind AS Financial Statements 1. We have audited the accompanying standalone Ind AS financial statements of Astra Solren Renewable Energy Private Limited( the Company ), which comprise the balance sheet as at and the statement of profit and loss(including other comprehensive income), the statement of cash flows and the statement of changes in equity for the year then ended, and a summary of the significant accounting policies and other explanatory information (hereinafter referred to as standalone Ind AS financial statements ) Management s Responsibility for the Standalone Financial Statements 2. The Company s Board of s is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 ( the Act ) with respect to the preparation of these standalone Ind AS financial statements that give a true and fair view of the financial position, financial performance including other comprehensive income, cash flows and changes in equity of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) prescribed under Section 133 of the Act. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent;and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone Ind AS financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error. Auditor s Responsibility 3. Our responsibility is to express an opinion on these standalone Ind AS financial statements based on our audit. 4. We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder. 5. We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the standalone Ind AS financial statements are free from material misstatement. 6. An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the standalone Ind AS financial statements. The procedures selected depend on the auditor s judgment, including the assessment of the risks of material misstatement of the standalone Ind AS financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company s preparation of the standalone Ind AS financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company s s, as well as evaluating the overall presentation of the standalone Ind AS financial statements. 7. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the standalone Ind AS financial statements. Opinion 8. In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone Ind AS financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India including the Ind AS, of the financial position of the company as at and its financial performance including other comprehensive income, its cash flows and the changes in equity for the year then ended on that date. Other matter 9. The comparative standalone financial information of the Company for the year ended and the transition date opening balance sheet as at 1 st April, 2015 included in these standalone Ind AS financial statements are based on the previously issued statutory financial statements prepared in accordance with the Companies (Accounting Standard) Rules, 2006, as amended audited by us and on which we expressed an unmodified opinion in our report dated 28 th April, 2016, as adjusted for the differences in accounting principles between adopted by the Company on to Ind AS and which have also been audited by us. Report on Other Legal and Regulatory Requirements 10. As required by the Companies (Auditor s Report) Order, 2016, issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act (the Order ), _ASTRA SOLREN PRIVATE LIMITED.indd /4/2017 2:58:44 PM

14 and on the basis of such checks of the books and records of the Company as we considered appropriate and according to the information and explanations given to us, we give in the Annexure I a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable. 11. As required by Section 143(3) of the Act, we report that: a. We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit; b. In our opinion proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books; c. The Balance Sheet, the Statement of Profit and Loss, statement of Cash Flow and the statement of changes in equity dealt with by this Report are in agreement with the books of account; d. In our opinion, the aforesaid standalone Ind AS financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014 (as amended); e. On the basis of written representations received from the directors as on taken on record by the Board of s, none of the directors is disqualified as on, from being appointed as a 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. g. With respect to the other matters to be included in the Auditor s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014(as amended), in our opinion and to the best of our information and according to the explanations given to us: i. The Company does not have any pending litigations which would impact its financial position as at. ii. The Company has made provision as required under the applicable law or accounting standard, for material foreseeable losses, if any on long term and derivative contracts. iii. There are no amounts required to be transferred to the Investor Education and Protection Fund by the Company. iv. According to the information and explanations given to us and as indicated in Note 6 to the standalone financial statements, management has represented that the Company neither has any cash transactions nor does it hold any cash, and accordingly, the disclosure requirements specified in Rule 11(d) of the Companies (Audit and Auditors Rules), 2014, as amended, are not applicable. Based on our audit procedures and relying on the management representation as aforesaid, we report that the same is as per the books of account of the Company. Place: Mumbai Date: April 25, 2017 For B. K. Khare & Co. Chartered Accountants Firm s Registration Number: W Himanshu Chapsey Partner Membership Number: _ASTRA SOLREN PRIVATE LIMITED.indd /4/2017 2:58:44 PM

15 ANNEXURE I TO THE AUDITOR S REPORT Referred to in paragraph 10 of our report of even date on the standalone Ind AS financial statements of Astra Solren Private Limited for the year ended March 31, 2017 In terms of the information and explanations sought by us and given by the Company and the books and records examined by us in the normal course of audit and to the best of our knowledge and belief, we state that: 1. The Company is in the process of constructing its plant to produce and distribute solar power which is disclosed as capital work in progress at. The Company doesn t have any other fixed assets and accordingly the provisions of para 3(i) of the Orders are not applicable. 2. The Company had no inventory during and at the close of the year hence the provisions of para 3(ii) are not applicable to the Company. 3. The Company has not granted any loans, secured or unsecured to companies, firms or other parties covered in the register maintained under section 189 of the Act. Accordingly, the provisions of clause 3(iii) of the Order are not applicable to the Company. 4. The Company has not granted any loans or made any investments, or provided any guarantees or security to the parties covered under Section 185. In our opinion, and according to the information and explanations given to us, the Company has complied with the provisions of Section 186 of the Companies Act, 2013 in respect of the loans and investments made, and guarantees and security provided by it. 5. The Company has not accepted any deposits from the public within the meaning of Sections 73, 74, 75 and 76 of the Act and the Rules framed there under to the extent notified. Therefore the provisions of Clause 3(v) of the Order are not applicable to the company. 6. T he Central Government of India has not specified the maintenance of cost records under sub-section (1) of Section 148 of the Act for any of the products of the Company. 7. (i) According to the information and explanations given to us and records of the Company examined by us, in our opinion, the company is generally regular in depositing the undisputed statutory dues, including provident fund, employees state insurance, income-tax, sales-tax, wealth tax, service tax, duty of customs, value added tax, cess and other material statutory dues, as applicable, with the appropriate authorities. According to the information and explanations given to us, no undisputed amounts in respect of the above were outstanding, as on 31 st March, 2017 for a period of more than 6 months from the date they became payable. (ii) There are no dues of income-tax, sales-tax, wealth-tax, service-tax, duty of customs, and duty of excise or value added tax or cess which have not been deposited on account of any dispute. 8. The Company has not defaulted in repayment of loans taken from banks. According to the information and explanations given to us, the Company has not taken any loans or borrowings from a financial institution or from the Government and it has not issued any debentures. 9. The money raised by the Company by way of buyers credit term loans during the year has been utilised for the purposes for which it was taken. The Company has not raised any money by way of initial public offer or any further public offer (including debt instruments). 10. During the course of our examination of books and records of the Company, carried out in accordance with generally accepted auditing practices in India, and according to the information and explanations given to us, we have neither noticed any instance of material fraud by the Company or by the officers or employees on the Company nor has any such instance been reported. 11. According to the information and explanations given to us the Company has not paid any remuneration to managerial personnel as defined in the Act and accordingly the provisions of para 3(xi) of the Order are not applicable to the Company. 12. According to the information and explanations given to us the Company is not a nidhi company and hence the provisions of para 3(xii) of the Order are not applicable to the Company. 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 and explanations given to us, the Company has not made any preferential allotment or private placement of shares or of fully or partly convertible debentures during the year and hence the provisions of para 3(xiv) of the Order are not applicable. 15. According to the information and explanations given to us, the Company has not entered into any non-cash transactions with directors or persons connected with them and accordingly, the provisions of para 3(xv) of the Order are not applicable. 16. According to the information and explanations given to us, the Company is not required to be registered under Section 45-IA of the Reserve Bank of India Act, 1934 and hence the provisions of para 3(xiv) of the Order are not applicable. Place: Mumbai Date: April 25, 2017 For B. K. Khare & Co. Chartered Accountants Firm s Registration Number: W Himanshu Chapsey Partner Membership Number: _ASTRA SOLREN PRIVATE LIMITED.indd /4/2017 2:58:44 PM

16 ANNEXURE II TO THE INDEPENDENT AUDITOR S REPORT OF EVEN DATE ON THE FINANCIAL STATEMENTS OF ASTRA SOLREN 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 reporting of Astra Solren Private Limited ( the Company ) as of in conjunction with our audit of the standalone Ind AS financial statements of the Company for the year ended on that date Management s Responsibility for Internal Financial Controls The Company s management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India. These responsibilities include the design, implementation and maintenance of adequate internal financial controls that operate effectively for ensuring the orderly and efficient conduct of its business, including adherence to the Company s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, Auditors Responsibility Our responsibility is to express an opinion on the Company s internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the Guidance Note ) and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both applicable to an audit of internal financial controls and, both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects. Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial 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 on the assessed risk. The procedures selected depend on the auditor s judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company s internal financial controls system over financial reporting. Meaning of Internal Financial Controls Over Financial Reporting A company s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company s internal financial control over financial reporting includes those policies and procedures that (1) Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorisations of management and directors of the company; and (3) Provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the company s assets that could have a material effect on the financial statements. Inherent Limitations of Internal Financial Controls over Financial Reporting Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Opinion In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India. Place: Mumbai Date: April 25, 2017 For B. K. Khare & Co. Chartered Accountants Firm s Registration Number: W Himanshu Chapsey Partner Membership Number: _ASTRA SOLREN PRIVATE LIMITED.indd /4/2017 2:58:44 PM

17 Balance Sheet as at Note No. As at As at I ASSETS NON-CURRENT ASSETS (a) Capital Work-in-Progress... 3,769,991,256 (b) Deferred Tax Assets (Net) ,040,488 44,329 (c) Other Non-current Assets ,975,800 SUB-TOTAL... 3,909,007,544 44,329 CURRENT ASSETS (a) Financial Assets (i) Cash and Cash Equivalents ,765,912 77,241 (ii) Other Financial Assets ,384 (b) Current Tax Assets (Net)... 69,325 (c) Other Current Assets ,870,410 SUB-TOTAL ,710,031 77,241 TOTAL ASSETS... 4,394,717, ,570 II EQUITY AND LIABILITIES 1 EQUITY (a) Equity Share Capital... SOCE, 9 84,894,300 98,300 (b) Other Equity... SOCE 533,259,116 (97,430) SUB-TOTAL ,153, LIABILITIES 2 NON-CURRENT LIABILITIES (a) Financial Liabilities (i) Borrowings ,432,574,712 SUB-TOTAL... 2,432,574,712 3 CURRENT LIABILITIES (a) Financial Liabilities (i) Trade Payables ,510, ,700 (ii) Other Financial Liabilities ,303,948,019 (b) Other Current Liabilities ,530,728 10,000 SUB-TOTAL... 1,343,989, ,700 TOTAL EQUITY AND LIABILITIES... 4,394,717, ,570 The accompanying notes 1 to 20 are an integral part of the Financial Statements In terms of our report attached. For B. K. Khare & Co. Chartered Accountants Firm Registration No.: W For and on behalf of the Board of s Basant Jain Roshan Gandhi Himanshu Chapsey Partner Membership No.: Arvind Garg Company Secretary Place: Mumbai Date: 25 April, 2017 Place: Mumbai Date: 25 April, _ASTRA SOLREN PRIVATE LIMITED.indd /4/2017 2:58:44 PM