156_Mahindra Suryaurja Private Limited.indd /06/ :43:16

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1 DIRECTORS REPORT Your s present their Sixth 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 Income Other Income For the year ended 2017 ( in Lakhs) For the year ended 2016 Total Income Expenses Other Expenses Depreciation and Amortization Expenses Finance Costs 0.05 Total Expenses Profit/(Loss) before Tax (2.68) (1.31) Provision for Tax Profit/(Loss) for the year from continuing operations (2.68) (1.31) Balance of Profit from earlier years (2.99) (1.69) Balance carried forward (5.67) (2.99) Amount carried forward to reserves (5.67) (2.99) Net worth 0.32 (1.99) # The aforesaid financial highlights are based on the Company s first Indian Accounting Standards ( Ind AS ) Audited Standalone Financial Statements for the year ended 2017 prepared in accordance with the Accounting Standards as notified under Section 133 of the Companies Act, Figures for the year ended 2016 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 which would affect the financial position of the Company. OPERATIONS OF THE COMPANY AND OUTLOOK FOR THE CURRENT YEAR The Company has not commenced its operations during the year under review. The Company is looking at various opportunities to undertake in Solar Power Projects. The Company has no subsidiaries, associates or joint ventures. DIVIDEND Your s do not recommend any dividend for the year under review due to losses. TRANSFER OF SHARES RESULTING CHANGE IN HOLDING COMPANY A Share Purchase Agreement ( SPA ) was executed on February 16, 2017, by and between Mahindra Solar One Private Limited ( MSOPL ), Mahindra Renewables Private Limited ( MRPL ), wherein MRPL (Transferee) has purchased entire paid up share capital of Company from MSOPL (Transferor). Pursuant to the said acquisition, by way of execution of SPA, the Company has become wholly owned subsidiary of MRPL on completion of the transfer formalities. ALTERATION OF MEMORANDUM OF ASSOCIATION The Share Capital Clause of the Memorandum of Association ( MOA ) of your Company was altered in order to reflect increase in Authorized Share Capital from Rs. 1 Lakh to Rs. 6 Lakhs. ALTERATION OF ARTICLES OF ASSOCIATION The Authorised Share Capital as stated in the Articles of Association ( AOA ) of your Company was altered to make it consistent with the capital clause viz. Clause V (a) of MOA of the Company _Mahindra Suryaurja Private Limited.indd /06/ :43:16

2 SHARE CAPITAL Authorized Share Capital The Authorized Share Capital of your Company was increased from Rs. 1,00,000 ( One Lakh only) to Rs. 6,00,000 ( Six Lakhs only) during the year under review. Consequent to the above, the Authorized Share Capital of your Company as on March 31, 2017 stood at Rs. 6,00,000/- ( Six Lakhs only) divided into 60,000 (Sixty Thousand) equity shares of the face value of Rs. 10/- ( Ten Only) each. Further issue of Share Capital During the year under review, your Company made the following allotments to Mahindra Renewables Private Limited on Rights Basis: Allotment of 50,000 equity shares of the face value of Rs. 10/- each at par aggregating to Rs. 5,00,000/- on March 30, Consequent to the above allotments, the issued, subscribed and paid-up share capital of your Company as on 31 st March 2017 stood at Rs. 6,00,000/- ( Six Lakhs only) divided into 60,000 (Sixty Thousand) equity shares of the face value of Rs. 10/- ( Ten Only) each. BOARD OF DIRECTORS Composition and number of meetings attended: The Composition and the attendance at the meeting of the Board is as under:- Sr. No. Name of the 1. Mr. Parag Shah (Ceased as a w.e.f. February 16, 2017) 2. Mr. Ardeshir Contractor (Ceased as a w.e.f. February 16, 2017) 3. Basant Jain (Appointed as a w.e.f. February 16, 2017) 4. Roshan Gandhi (Appointed as a w.e.f. February 16, 2017) DIN Executive/ Non- Executive Non Executive Non Executive Non Executive Non Executive Independent/ Non- Independent Non Independent Non Independent Non Independent Non Independent No. of Board meetings attended Mr. Roshan Gandhi (DIN: ) and Mr. Basant Jain (DIN: ) have been appointed as Additional s of the Company with effect from February 16, 2017 and they shall hold office up to the date of the ensuing Annual General Meeting of the Company. The Company has received the notices in writing along with requisite deposit from a member proposing their candidature for the office of (s), liable to retire by rotation. Mr. Parag Shah (DIN: ) and Mr. Ardeshir Contractor (DIN: ) resigned as s of the Company with effect from February 16, Your Board takes this opportunity to thank Mr. Parag Shah and Mr. Ardeshir Contractor for their valuable services to the Company as s during their association with the Company. During the year under review, the Board of s met four times i.e. on May 25, 2016, August 24, 2016, December 16, 2016 and February 16, The AGM was held on September 16, 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. The provisions relating to appointment of KMPs as required under section 203 of the Companies Act 2013 are not 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: The s 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 s 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 s have prepared the annual accounts on a going concern basis; The s have ensured that there exist adequate internal financial controls with reference to financial statements; and The s 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, _Mahindra Suryaurja Private Limited.indd /06/ :43:16

3 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. STATUTORY AUDITORS At the Third Annual General Meeting ( AGM ) held on September 24, 2014, M/s Deloitte Haskins & Sells, Chartered Accountants, (ICAI Firm Registration Number W) were appointed as the statutory auditors of your Company to hold office for a period of five years. They hold the office from the conclusion of the Third AGM upto the conclusion of Eighth AGM to be held in the year Pursuant to the first proviso of Section 139(1) of Companies Act, 2013, the members are requested to ratify the re-appointment of Statutory Auditors for the Financial Year and fix their remuneration at the ensuing Sixth 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 Auditor 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 as 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, 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 31 st March 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, no complaints were received under the said Act _Mahindra Suryaurja Private Limited.indd /06/ :43:16

4 PROVISIONS NOT APPLICABLE The provisions relating to CSR enumerated under Section 135 of the Companies Act, 2013, and implementation of Vigil Mechanism, in accordance with Section 177(9) of the Companies Act, 2013 and annual evaluation under Section 134(3)(p) of the Act, are not applicable to your Company. GENERAL DISCLOSURES Your s make the following disclosures with respect of the following items during the period 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 bankers, customers, vendors, stakeholders, business associates and various agencies of the Central and State Government for their cooperation and support to the Company during the year under review. Place : Mumbai Date : May 5, 2017 For and on behalf of the Board Mahindra Suryaurja Private Limited Basant Jain Roshan Gandhi _Mahindra Suryaurja Private Limited.indd /06/ :43:16

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 MARCH 31, 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: (in terms of actual inflow and outflow): Total Foreign Exchange earnings and outgo during the year under review is as follows: Foreign Exchange earnings- NIL Foreign Exchange outgo - NIL For and on behalf of the Board Mahindra Suryaurja Private Limited Basant Jain Roshan Gandhi Place : Mumbai Date : May 5, _Mahindra Suryaurja Private Limited.indd /06/ :43:16

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, 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: 2. Details of material contracts or arrangement or transactions at arm s length basis: Sr. No. Name(s) of the r lated party and nature of relationship 1 Mahindra & Mahindra Limited Limited-Ultimate Holding Company Note: Salient terms of the contracts or Duration of the contracts/ arrangements or transactions including Date(s) of approval arrangements/transactions the value, if any by the Board, if any Annual/Recurring/Ongoing Contract Receiving of Secretarial Services 0.87 Not applicable (Refer Note 2) 1. Material Contracts: covered under Rule 15(3) of Companies (Meetings of Board and its Powers) Rules, 2014 Date on which the special resolution was passed in general meeting as required under first proviso to Section 188 (Rs. in Lakhs) Amount paid as advances, if any Arrangements for rendering of services for an amount exceeding 10% of turnover of the Company or Rs. fifty crores, 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, NIL For and on behalf of the Board Mahindra Suryaurja Private Limited Basant Jain Roshan Gandhi Place : Mumbai Date : May 5, _Mahindra Suryaurja Private Limited.indd /06/ :43:16

7 ANNEXURE III TO THE DIRECTORS REPORT Form No. MGT-9 Extract of Annual Return As on financial year ended on March 31, 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 U40103MH2012PTC Registration Date January 12, Name of the Company Mahindra Suryaurja Private Limited 4. Category/Sub-Category of the Company Public Company Limited by shares/indian Non Government Company 5. Address of the Registered office and contact details 6. 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 Sr. No Mahindra Towers, P K Kurne Chowk, Worli, Mumbai Tel : Not Applicable All the business activities contributing 10 % or more of the total turnover of the company:- Name and Description of main products/services NIC Code of the Product/ service 1. Electric power generation using solar energy % # The Company is yet to commence operations. Ill. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES Sr. No Name and Address of the Company CIN Holding/ Subsidiary 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 * Holding through its Subsidiary Mahindra Renewables Private Limited % to total turnover of the Company # % of shares held Applicable Section L65990MH1945PLC Ultimate Holding Company 100 * 2(46) U65993MH2007PLC Intermediate Holding Company 100 * 2(46) U74990MH2010PTC Intermediate Holding Company 100 * 2(46) U40300MH2010PTC Holding Company 100 2(46) _Mahindra Suryaurja Private Limited.indd /06/ :43:16

8 IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity) i. Category-wise Share Holding. Category of Shareholders A. Promoters 1. Indian 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. Individual/HUF b. Central Govt. c. State Govt. d. Bodies Corp. 10,000 10, ,000 60, e. Bank/FI f. Any Other Sub-Total-A-(1) 10,000 10, ,000 60, Foreign a. NRI-Individuals b. Other Individuals c. Bodies Corporate d. Bank/FI e. Any Others Sub Total-A-(2) Total Shareholding of Promoters (1+2) 10,000 10, ,000 60, B. Public Shareholding 1. Institution a. Mutual Funds b. Bank/FI c. Central Govt. d. State Govt. e. Venture Capital Funds f. Insurance Co. g. FIIs h. Foreign Portfolio Corporate i. Foreign Venture Capital Fund j. Others Sub-Total-B(1) _Mahindra Suryaurja Private Limited.indd /06/ :43:16

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 2. Non-Institution a. Body Corporate b. Individual i. Individual shareholders holding nominal share capital upto Rs. 1 lakh ii. Individual shareholders holding nominal share capital in excess of Rs. 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) 10,000 10, ,000 60, ii. Shareholding of Promoters: Sr. No. Shareholder s Name Shareholding at the beginning of the year (as on ) No. of Shares % of total Shares of the Company % of Shares Pledged/ encumbered to total shares Shareholding at the end of the year (as on ) No. of Shares % of total Shares of the Company % of Shares Pledged/ encumbered to total shares % change in shareholding during the year 1 Mahindra Solar One Private Limited 9, % 2 Mahindra Solar One Private Limited Jointly with Mr. Satish Kamat # 1 100% 3 Mahindra Renewables Private Limited 59, % 4 Mahindra Renewables Private Limited Jointly with Mr. Roshan Gandhi* % # One Share was held by Mahindra Solar One Private Limited jointly with a Nominee to comply with the statutory provisions of Companies Act, 2013, with regard to minimum number of members. * One 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 _Mahindra Suryaurja Private Limited.indd /06/ :43:16

10 iii. Change in Promoters Shareholding Promoter Mahindra Solar One Private Limited including 1 share Jointly with Satish Kamat Shareholding at the beginning of the year (as on ) No. of shares % of total shares of the Company Increase/ Decrease in No. of Shares Cumulative Shareholding during the period (as on ) No. of shares % of total shares of the Company At the beginning of the year 10, (Decrease): Transfer to Mahindra Renewables Private Limited on February 16, 2017 (10,000) At the end of the year NIL NIL NIL NIL NIL Promoter Mahindra Renewables Private Limited including 1 share Jointly with Roshan Gandhi Shareholding at the beginning of the year (as on ) No. of shares % of total shares of the Company Increase/ Decrease in No. of Shares Cumulative Shareholding during the period (as on ) No. of shares % of total shares of the Company At the beginning of the year Increase: Transfer from Mahindra Solar One Private Limited on February 16, ,000 10, Increase: Allotment of Equity shares on Right Basis as on 30/03/ ,000 50, At the end of the year 60, iv. Shareholding Pattern of top ten Shareholders (other than s, Promoters and Holders of GDRs and ADRs): NIL Shareholding at the end of the year For Each of the Top 10 Shareholders 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 Cumulative Shareholding during the year No of shares % of total shares of the company Shareholding at the end of the year Cumulative Shareholding during the year For Each of the s & KMP No.of shares % of total shares of the company No of shares 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 % of total shares of the company _Mahindra Suryaurja Private Limited.indd /06/ :43:16

11 V. INDEBTEDNESS Indebtedness of the Company including interest outstanding/accrued but not due for payment - Nil Indebtedness at the beginning of the financial year Secured Loans Excluding Deposits Unsecured Loans Deposits Total Indebtedness 1. Principal Amount 2. Interest due but not paid 3. Interest accrued but not due Total (1+2+3) Change in Indebtedness during the financial year + Addition - Reduction Net change Indebtedness at the end of the financial year ) Principal Amount 2) Interest due but not paid 3) Interest accrued but not due Total (1+2+3) VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL Sl. No. A. REMUNERATION TO MANAGING DIRECTOR, WHOLE-TIME DIRECTORS AND/OR MANAGER: NOT APPLICABLE of Remuneration 1 Gross salary Name of the MD/WTD/ Manager Total Amount (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 _Mahindra Suryaurja Private Limited.indd /06/ :43:17

12 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 Cieling 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: NOT APPLICABLE Sl. No. of Remuneration Key Managerial Personnel 1 Gross Salary Chief Executive Officer (a) Salary as per provisions contained in section 17(1) of the Income Tax Act, Chief Financial Officer (Amount in ) Company Secretary (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 _Mahindra Suryaurja Private Limited.indd /06/ :43:17

13 VII. PENALTIES/PUNISHMENT/COMPOUNDING OF OFFENCES (Under the Companies Act) : NIL Type Type Section of the Companies Act Brief Description Details of Penalty/Punishment/ Compounding fees imposed Authority [RD/NCLT/ COURT] Appeal made, if any (give Details) Penalty Punishment Compounding Other Officers In Default Penalty Punishment Compound-ing For and on behalf of the Board Mahindra Suryaurja Private Limited Basant Jain Roshan Gandhi Place : Mumbai Date : May 5, _Mahindra Suryaurja Private Limited.indd /06/ :43:17

14 INDEPENDENT AUDITORS REPORT To The Members of Mahindra Suryaurja Private Limited Report on the Ind AS Financial Statements We have audited the accompanying Ind AS financial statements of Mahindra Suryaurja Private Limited ( the Company ), which comprise the Balance Sheet as at 2017, and the Statement of Profit and Loss (including Other Comprehensive Income), the Cash Flow Statement and the Statement of Changes in Equity for the year then ended, and a summary of the significant accounting policies and other explanatory information. Management s Responsibility for the Ind AS Financial Statements 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 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 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 Our responsibility is to express an opinion on these Ind AS financial statements based on our audit. In conducting our audit, we have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder. We conducted our audit of the Ind AS financial statements 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 Ind AS financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the Ind AS financial statements. The procedures selected depend on the auditor s judgment, including the assessment of the risks of material misstatement of the 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 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 Ind AS financial statements. We believe that the audit evidence obtained by us, is sufficient and appropriate to provide a basis for our audit opinion on the Ind AS financial statements. Opinion In our opinion and to the best of our information and according to the explanations given to us, the aforesaid 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, of the state of affairs of the Company as at 2017, and its loss, total comprehensive loss, its cash flows and the changes in equity for the year ended on that date. Report on Other Legal and Regulatory Requirements 1. As required by Section 143(3) of the Act, based on our audit we report, to the extent applicable that: a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit. b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books. c) The Balance Sheet, the Statement of Profit and Loss including Other Comprehensive Income, the Cash Flow Statement and Statement of Changes in Equity dealt with by this Report are in agreement with the relevant books of account. d) In our opinion, the aforesaid Ind AS financial statements comply with the Indian Accounting Standards prescribed under section 133 of the Act. e) On the basis of the written representations received from the directors as on 2017 taken on record by the Board of s, none of the directors is disqualified as on 2017 from being appointed as a director in terms of Section 164(2) of the Act. f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in Annexure A. Our report expresses an unmodified opinion on the adequacy and operating effectiveness of the Company s internal financial controls over financial reporting _Mahindra Suryaurja Private Limited.indd /06/ :43:17

15 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. ii. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses. iii. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company. iv. The Company did not have any holdings or dealings in Specified Bank Notes as defined in the Notification S.O. 3407(E) dated the 8 th November, 2016 of the Ministry of Finance, during the period from 8 th November, 2016 to 30 th December, As required by the Companies (Auditor s Report) Order, 2016 (the Order ) issued by the Central Government in terms of Section 143(11) of the Act, we give in Annexure B a statement on the matters specified in paragraphs 3 and 4 of the Order. Place: Mumbai Date: For Deloitte Haskins & Sells Chartered Accountants (Firm s Registration No W) Ketan Vora Partner (Membership No ) _Mahindra Suryaurja Private Limited.indd /06/ :43:17

16 ANNEXURE A TO THE INDEPENDENT AUDITOR S REPORT (Referred to in paragraph E under Report on Other Legal and Regulatory Requirements Section of our report of even date) Report on the Internal Financial Controls Over Financial Reporting 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 MAHINDRA SURYAURJA PRIVATE LIMITED ( the Company ) as of March 31, 2017 in conjunction with our audit of the 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 (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 were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to respective 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, Auditor s 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 and the Standards on Auditing prescribed under Section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls. 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, to the best of our information and according to the explanations given to us, 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 March 31, 2017, based on the internal control over financial reporting criteria established by the respective Company considering the essential components of internal control stated in the Guidance Note. Place: Mumbai Date: For Deloitte Haskins & Sells Chartered Accountants (Firm s Registration No W) Ketan Vora Partner (Membership No ) _Mahindra Suryaurja Private Limited.indd /06/ :43:17

17 ANNEXURE B TO THE INDEPENDENT AUDITOR S REPORT (Referred to in paragraph 2 under Report on Other Legal and Regulatory Requirements section of our report of even date on the accounts of Mahindra Suryaurja Private Limited ( the Company ) for the year ended 2017) (i) The company does not have any fixed assets and hence reporting under clause 3 (i) of the Order is not applicable. (ii) The Company does not have any inventory and hence reporting under clause 3 (ii) of the Order is not applicable. (iii) The Company has not granted any loans, secured or unsecured, to companies, firms, Limited Liability Partnerships or other parties covered in the register maintained under section 189 of the Act. (iv) The Company has not granted any loans, made investments or provided guarantees and hence reporting under clause 3 (iv) of the Order is not applicable. (v) According to the information and explanations given to us, the Company has not accepted any deposit during the year. In respect of unclaimed deposits, the Company has complied with the provisions of Sections 73 to 76 or any other relevant provisions of the Act. (vi) Having regard to the nature of the Company s business/ activities, reporting under clause (vi) of the Order is not applicable. (vii) According to the information and explanations given to us, in respect of statutory dues: Name of Statute Income Tax (a) The Company has not been regular in depositing undisputed statutory dues, including Provident Fund, Employees State Insurance, Income-tax, Sales Tax, Service Tax, Customs Duty, Excise Duty, Value Added Tax, cess and other material statutory dues applicable to it to the appropriate authorities. (b) There were no undisputed amounts payable in respect of Provident Fund, Employees State Insurance, Income-tax, Sales Tax, Service Tax, Customs Duty, Excise Duty, Value Added Tax, cess and other material statutory dues in arrears as at March 31, 2017 for a period of more than six months from the date they became payable except: Nature of Dues Amount (Rs.) TDS U/s 194J 7,500/- Period to which the Amount Relates March 2016 Due Date April 30, 2016 Date of subsequent payment April 27, 2017 (c) There are no dues of Income-tax, Sales Tax, Service Tax, Customs Duty, Excise Duty and Value Added Tax as on March 31, 2017 on account of disputes. (viii) In our opinion and according to the information and explanations given to us, the Company has not taken any loans or borrowings from financial institutions, banks or government. The Company has not issued any debentures. (ix) The Company has not raised moneys by way of initial public offer or further public offer (including debt instruments) or term loans and hence reporting under clause (ix) of the Order is not applicable. (x) To the best of our knowledge and according to the information and explanations given to us, no fraud by the Company and no material fraud on the Company by its officers or employees has been noticed or reported during the year. (xi) According to the information and explanations given to us, there is no amount payable as a managerial remuneration under the provisions of Section 197 to the Companies Act, (xii) The Company is not a Nidhi Company and hence reporting under clause (xii) of the Order is not applicable. (xiii) The provisions of Section 177 of the Act, do not apply to the Company. In our opinion and according to the information and explanations given to us the Company is in compliance with the provision of Section 188 of the Act, where applicable, for all transactions with the related parties and the details of related party transactions have been disclosed in the financial statements etc. as required by the applicable accounting standards. (xiv) During the year, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures and hence reporting under clause (xiv) of the Order is not applicable to the Company. (xv) In our opinion and according to the information and explanations given to us, during the year the Company has not entered into any non-cash transactions with its directors or its directors of its holding company or persons connected with him, the company does not have any subsidiaries or associates during the year and hence provisions of section 192 of the Act, are not applicable. (xvi) The Company is not required to be registered under section 45-IA of the Reserve Bank of India Act, Place: Mumbai Date: For Deloitte Haskins & Sells Chartered Accountants (Firm s Registration No W) Ketan Vora Partner (Membership No ) _Mahindra Suryaurja Private Limited.indd /06/ :43:17

18 BALANCE SHEET AS AT 31 ST MARCH, 2017 I ASSETS CURRENT ASSETS (a) Financial Assets Note No st April, 2015 (i) Cash and Cash Equivalents ,439 SUB-TOTAL ,439 TOTAL ASSETS ,439 II EQUITY AND LIABILITIES 1 EQUITY (a) Equity Share Capital , , ,000 (b) Other Equity... 5 (567,489) (299,612) (169,085) 32,511 (199,612) (69,085) LIABILITIES 2 CURRENT LIABILITIES (a) Financial Liabilities (i) Borrowings ,000 (ii) Trade Payables , ,112 69,085 (iii) Other Financial Liabilities ,657 (b) Other Current Liabilities ,444 7,500 SUB-TOTAL , ,612 69,085 TOTAL EQUITY AND LIABILITIES ,439 The accompanying notes 1 to 15 are an integral part of the Financial Statements In terms of our report attached For Deloitte Haskins & Sells Chartered Accountants For and on behalf of the Board of s Ketan Vora Partner Place: Mumbai Date: Basant Jain Place: Mumbai Date: Roshan Gandhi _Mahindra Suryaurja Private Limited.indd /06/ :43:17

19 STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED 31 ST MARCH, 2017 Note No. Year ended 2017 Year ended 2016 I Revenue... II Expenses (a) Finance costs ,175 (b) Other expenses , ,527 Total Expenses , ,527 III Loss before tax (I-II)... (267,877) (130,527) IV Tax Expense (1) Current tax... (2) Deferred tax... Total tax expense... V Loss after tax (III-IV)... (267,877) (130,527) VI 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 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... VII Total comprehensive income for the year (V+VI)... (267,877) (130,527) VIII Earnings per equity share (Face Value of Rs. 10/- each) (i) Basic (26.16) (13.05) (ii) Diluted (26.16) (13.05) The accompanying notes 1 to 15 are an integral part of the Financial Statements In terms of our report attached For Deloitte Haskins & Sells Chartered Accountants For and on behalf of the Board of s Ketan Vora Partner Place: Mumbai Date: Basant Jain Place: Mumbai Date: Roshan Gandhi _Mahindra Suryaurja Private Limited.indd /06/ :43:17

20 STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31 ST MARCH, 2017 A. Equity share capital Balance 1 April ,000 Changes in equity share capital during the year... Balance 31 March ,000 Issue of fully paid up equity shares ,000 Balance 31 March ,000 B. Other Equity Reserves and surplus Retained Earnings Items of other Comprehensive Income Balance 1 April (169,085) (169,085) Loss for the year... (130,527) (130,527) Items of Other Comprehensive Income... Total Comprehensive Income for the year... (130,527) (130,527) Balance 31 March (299,612) (299,612) Loss for the year... (267,877) (267,877) Items of Other Comprehensive Income... Other Comprehensive Income for the year... (267,877) (267,877) Balance 31 March (567,489) (567,489) Total In terms of our report attached For Deloitte Haskins & Sells Chartered Accountants For and on behalf of the Board of s Ketan Vora Partner Place: Mumbai Date: Basant Jain Place: Mumbai Date: Roshan Gandhi _Mahindra Suryaurja Private Limited.indd /06/ :43:17

21 STATEMENT OF CASH FLOWS FOR THE YEAR ENDED 31 ST MARCH, 2017 Note No. For the current year ended 2017 For the previous year ended 2016 Cash flow from operating activities Loss before tax for the year... PL (267,877) (130,527) Adjustments for: Finance costs recognised in profit or loss ,175 Movements in working capital: Increase in trade and other payables , ,027 Increase in other liabilities ,426 7,500 Cash generated from operations , ,527 Income taxes paid... Net cash generated by operating activities... (53,561) Cash flows from investing activities Net cash (used in)/generated by investing activities... Cash flows from financing activities Proceeds from issue of equity shares ,000 Proceeds from borrowings ,000 Net cash generated from financing activities ,000 Net increase in cash and cash equivalents ,439 Cash and cash equivalents at the beginning of the year... Cash and cash equivalents at the end of the year ,439 In terms of our report attached For Deloitte Haskins & Sells Chartered Accountants For and on behalf of the Board of s Ketan Vora Partner Place: Mumbai Date: Basant Jain Place: Mumbai Date: Roshan Gandhi _Mahindra Suryaurja Private Limited.indd /06/ :43:17

22 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 ST MARCH, Corporate information Mahindra Suryaurja Private Limited is set up with an object to develop solar power projects. The Company is a Public Company by virtue of provision to section 2(71) of the Companies Act, 2013 as it is a step down subsidiary of a public limited Company. 2 Significant accounting policies A B C D E F G Basis of accounting, preparation & presentation of financial statements The standalone financial statements have been prepared in accordance with Indian Accounting Standards (Ind AS) notified under the Companies (Indian Accounting Standards) Rules, The company adopted Ind AS from 1st April, Up to the year ended 31 March 2016, the Company prepared its standalone financial statements in accordance with the requirements of previous GAAP, which includes Standards notified under the Companies (Accounting Standards) Rules, These are the Company s first Ind AS financial statements. The date of transition to Ind AS is 1 April Operating Cycle All assets and liabilities have been classified as current or noncurrent as per the Company s operating cycle and other criteria set out in the ScheduleIII to the Companies Act, Based on the nature of services and the time between the provision of services and their realisation in cash and cash equivalents, the Company has ascertained its operating cycle as 12 months for the purpose of current or non-current classification of assets and liabilities. Use of Estimates The preparation of financial statements in conformity with Ind AS set out under the Companies (Indian Accounting Standards) Rules 2015, requires that the management of the Company makes estimates and assumptions that affect the reported amounts of income and expenses of the year, the reported balance of assets and liabilities and the disclosures relating to contingent liabilities as of the date of the financial statements. Differences, if any, between the actual results and estimates, is recognised in the period in which the results are known. Provisions and contingencies A provision is recognised when the Company has a present obligation as a result of past events and it is probable that an outflow of resources will be required to settle the obligation in respect of which a reliable estimate can be made. Provisions are not discounted to their present value and are determined based on the best estimate required to settle the obligation at the Balance Sheet date. These are reviewed at each Balance Sheet date and adjusted to reflect the current best estimates. Contingent liabilities are not recognised but are disclosed in the notes to Financial Statements. Contingent assets are neither recognised nor disclosed in the financial statements. Cash Flow Statement The Cash Flow Statement has been prepared under the Indirect Method set out in Ind AS-7 Statement of Cash Flows notified under the The Companies (Indian Accounting Standard) Rules, Earnings per share The company reports Earnings Per Share (EPS) in accordance Earning Per Share notified under the The Companies (Indian Accounting Standards) Rules, Basic EPS is computed by dividing the net profit for the year by the weighted average number of equity shares outstanding during the year. Borrowing Cost Borrowing costs directly attributable to the acquisition, construction or production of qualifying assets, which are assets that necessarily take a substantial period of time to get ready for their intended use or sale, are added to the cost of those assets, until such time as the assets are substantially ready for their intended use or sale. All other borrowing costs are expensed in the period in which they occur. Borrowing costs consist of interest and other costs that an H entity incurs in connection with the borrowing of funds. Borrowing cost also includes exchange differences to the extent regarded as an adjustment to the borrowing costs. Financial Instrument- Financial Assets and liability Financial assets and financial liabilities are recognised when the Company becomes a party to the contractual provisions of the instruments. Financial assets and financial liabilities are initially measured at fair value. Transaction costs that are directly attributable to the acquisition or issue of financial assets and financial liabilities (other than financial assets and financial liabilities at fair value through profit or loss) are added to or deducted from the fair value of the financial assets or financial liabilities, as appropriate, on initial recognition. Transaction costs directly attributable to the acquisition of financial assets or financial liabilities at fair value through profit or loss are recognised immediately in profit or loss. (i) (ii) Financial Assets Financial assets at fair value through profit or loss (FVTPL) Investments in equity instruments are classified as at FVTPL, unless the Company irrevocably elects on initial recognition to present subsequent changes in fair value in other comprehensive income for investments in equity instruments which are not held for trading. Financial assets at FVTPL are measured at fair value at the end of each reporting period, with any gains or losses arising on remeasurement recognised in profit or loss. The net gain or loss recognised in profit or loss incorporates any dividend or interest earned on the financial asset and is included in the Other income line item. All financial assets by regular way of purchases or sales are recognised and derecognised on a trade date basis. Regular way of purchases or sales are purchases or sales of financial assets that require delivery of assets within the time frame established by regulation or convention in the marketplace. All recognised financial assets are subsequently measured at either amortised cost or fair value, depending on the classification of the financial assets Financial liabilities All financial liabilities are subsequently measured at amortised cost using the effective interest method or at FVTPL. Financial liabilities at FVTPL Financial liabilities at FVTPL are stated at fair value, with any gains or losses arising on re-measurement recognised in profit or loss. The net gain or loss recognised in profit or loss incorporates any interest paid on the financial liability and is included in the Other income line item. Financial liabilities subsequently measured at amortised cost Financial liabilities that are not held-for-trading and are not designated as at FVTPL are measured at amortised cost at the end of subsequent accounting periods. The carrying amounts of financial liabilities that are subsequently measured at amortised cost are determined based on the effective interest method. Interest expense that is not capitalised as part of costs of an asset is included in the Finance costs line item. Note No. 03 Cash and Cash Equivalent Cash and cash equivalents st April, 2015 Balances with banks in current account 506,439 Total Cash and Cash Equivalent as per cash flow 506, _Mahindra Suryaurja Private Limited.indd /06/ :43:17