MIRA INFORM REPORT

 

 

Report Date :

23.05.2012

 

IDENTIFICATION DETAILS

 

Name :

SUZLON ENERGY LIMITED

 

 

Registered Office :

Suzlon 5, Shrimali Society, Near Shri Krishna Complex, Navrangpura, Ahmedabad-380009, Gujarat

 

 

Country :

India

 

 

Financials (as on) :

31.03.2011

 

 

Date of Incorporation :

10.04.1995

 

 

Com. Reg. No.:

04-025447

 

 

Capital Investment / Paid-up Capital :

Rs. 3554.700 Millions

 

 

CIN No.:

[Company Identification No.]

L40100GJ1995PLC025447

 

 

IEC No.:

2495002021

 

 

TAN No.:

[Tax Deduction & Collection Account No.]

AHMS03088B

 

 

Legal Form :

Public Limited Liability Company.  The Company’s shares are listed on the Stock Exchanges.

 

 

Line of Business :

Manufacturer, Importer and Exporter of Wind Turbines and Generators and it’s Parts.

 

 

No. of Employees :

13000 [Approximately] 

 

 

RATING & COMMENTS

 

MIRA’s Rating :

B (27)

 

RATING

STATUS

PROPOSED CREDIT LINE

 

26-40

B

Capability to overcome financial difficulties seems comparatively below average.

Small

 

 

Maximum Credit Limit :

USD 270000000

 

 

Status :

Moderate

 

 

Payment Behaviour :

Slow

 

 

Litigation :

Clear

 

 

Comments :

Subject is an established company having moderate track. Profitability of the company is under severe pressure. However, trade relations are reported as fair. Business is active. Payments to their various suppliers in India are delayed by on an average 30-60 days. The company is facing liquidity problem, as reported from the various secondary sources.

 

The company can be considered for business dealings on a secured trade terms and conditions, initially.

 

 

NOTES:

 

Any query related to this report can be made on e-mail: infodept@mirainform.com while quoting report number, name and date.

 

 

ECGC Country Risk Classification List – September 30, 2011

 

Country Name

Previous Rating

(30.06.2011)

Current Rating

(30.09.2011)

India

A1

A1

 

 

 

 

 

Risk Category

ECGC Classification

Insignificant

 

A1

Low

 

A2

Moderate

 

B1

High

 

B2

Very High

 

C1

Restricted

 

C2

Off-credit

 

D

 

 

LOCATIONS

 

Registered Office :

Suzlon 5, Shrimali Society, Near Shri Krishna Complex, Navrangpura, Ahmedabad-380009, Gujarat, India

Tel. No.:

91-79-26471100

Fax No.:

91-79-26565540

E-Mail :

investors@suzlon.com

mca@suzlon.com

Website :

www.suzlon.com

 

 

Corporate / Branch Office :

One Earth, Opposite Magarpatta City, Hadapsar, Pune-411028, Maharashtra, India

Tel. No.:

91-20-61356135 / 67022000

Fax No.:

91-20-67022100 / 4012 2200

E-Mail :

suzloncorpcomm@suzlon.com

 

 

Factory :

Survey No. 588, Village: Padhar, Near Bhuj Kutch, Gujarat, India

Tel No.:

91-2832-229028

 

 

Branch Office :

Also Located At:

 

  • Mumbai
  • Chennai
  • New Delhi

 

 

Overseas Branch Office:

Located At:

 

  • Australia
  • Brasil
  • China
  • Denmark
  • Spain
  • Italy
  • Portugal
  • USA

 

 

DIRECTORS

 

As on 27.09.2011

 

Name :

Mr. Tulsi R. Tanti

Designation :

Chairman and Managing Director

 

 

Name :

Mr. Vinod R. Tanti

Designation :

Executive Director

 

 

Name :

Mr. Girish Tanti

Designation :

Non-Executive Directpr

 

 

Name :

Mr. Ashish Dhawan

Designation :

Independent Director

 

 

Name :

Mr. Ajay Relan

Designation :

Independent Director

 

 

Name :

Mr. V. Raghuraman

Designation :

Independent Director

 

 

Name :

Ms. Mythili Balsubramanian

Designation :

Independent Director

 

 

Name :

Mr. Rajiv Ranjan Jha

Designation :

Independent Director

 

 

Name :

Mr. Pradip Kumar Khaitan

Designation :

Non-Executive Director

 

 

KEY EXECUTIVES

 

Name :

Mr. Hemal A. Kanuga

Designation :

Company Secretary

 

 

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

 

As on 31.03.2012

 

Category of Shareholder                                               

 

Total No. of Shares

Percentage of Holding

(A) Shareholding of Promoter and Promoter Group

 

 

(1) Indian

 

 

Individuals / Hindu Undivided Family

658,839,000

37.07

Bodies Corporate

278,902,588

15.69

Sub Total

937,741,588

52.76

(2) Foreign

 

 

Total shareholding of Promoter and Promoter Group (A)

937,741,588

52.76

(B) Public Shareholding

 

 

(1) Institutions

 

 

Mutual Funds / UTI

40,472,540

2.28

Financial Institutions / Banks

10,196,216

0.57

Insurance Companies

13,935,731

0.78

Foreign Institutional Investors

184,920,875

10.40

Sub Total

249,525,364

14.04

(2) Non-Institutions

 

 

Bodies Corporate

11,599,569

6.50

Individuals

 

 

Individual shareholders holding nominal share capital up to Rs. 0.100 million

370,035,287

20.82

Individual shareholders holding nominal share capital in excess of Rs. 0.100 million

69,621,820

3.92

Any Others (Specify)

31,646,741

1.78

Non Resident Indians

24,567,981

1.38

Foreign Nationals

57,000

--

Clearing Members

6,887,985

0.39

Trusts

133,775

0.01

Sub Total

586,926,299

33.02

Total Public shareholding (B)

836,451,663

47.06

Total (A)+(B)

1,774,170,369

99.82

(C) Shares held by Custodians and against which Depository Receipts have been issued

 

 

(1) Promoter and Promoter Group

--

--

(2) Public

3,172,396

0.18

Sub Total

3,172,396

0.18

Total (A)+(B)+(C)

1,777,365,647

100.00

 

 

BUSINESS DETAILS

 

Line of Business :

Manufacturer, Importer and Exporter of Wind Turbines and Generators and it’s Parts.

 

 

Products / Services :

·         Wind Energy, Solar Energy System and Assembling

·         Operation and Maintenance Contract

·         Electricity Generators

 

Item Code No.

Product Description

85023100

Wind operated electricity generators

 

 

PRODUCTION STATUS (As on 31.03.2011)

 

Particulars

Unit Produced

 

(in Nos.)

(in MW’s)

Wind Turbine Generators Upto 1 MW

89

53.40

Wind Turbine Generators Above 1MW and Upto 2 MW

435

625.75

Wind Turbine Generators Above 2 MW

228

478.80

Total

752

1157.95

 

 

 

GENERAL INFORMATION

 

No. of Employees :

13000 [Approximately] 

 

 

Bankers :

  • Axis Bank Indian
  • Bank of Baroda
  • Bank of India
  • Bank of Maharashtra
  • Punjab National Bank
  • Central Bank of India
  • State Bank of Bikaner and Jaipur
  • Citibank, N.A.
  • State Bank of India
  • Corporation Bank
  • State Bank of Patiala
  • Dena Bank
  • The Saraswat Co-operative Bank Limited
  • Export Import Bank of India
  • Union Bank of India
  • ICICI Bank
  • Yes Bank Limited
  • IDBI Bank Limited

 

 

Facilities :

Secured Loan

As on 31.03.2011

(Rs. in Millions)

As on 31.03.2010

(Rs. in Millions)

Term Loans

 

 

From Banks

17875.900

17733.700

From Others

14326.400

6094.100

Working Capital Facilities From banks and financial institutions

 

 

Rupee Loan

8815.100

12616.300

Foreign Currency Loan

2940.000

2467.500

Total

43957.400

38911.600

 

 

 

Unsecured Loan

 

 

Long Term

 

 

Foreign Currency convertible bonds 

21362.700

21508.900

From other than banks

1453.200

11840.300

Short-term

 

 

From Banks

0.000

1.400

From other than Banks

0.000

3750.000

Total

22815.900

37100.600

 

 

 

Financial Institutions :

  • Life Insurance Corporation of India
  • Power Finance Corporation Limited

 

 

Banking Relations :

--

 

 

Auditor 1 :

 

Name :

SNK and Company

Chartered Accountants

Address :

E-2-B, The Fifth Avenue, Dhole Patil Road, Near Regency Hotel, Pune-411001, Maharashtra, India

 

 

Auditor 2 :

 

Name :

S.R. Batliboi and Company

Chartered Accountants

Address :

C-401, 4th Floor, Panchshil Tech Park, Yerwada, Near Don Bosco School, Pune – 411 006, Maharashtra, India

 

 

 

 

Associates :

Hansen Transmission International NV

 

 

Subsidiaries :

  • AE Rotor Holding B.V.
  • Age Parque Eolico El Almendro S.L.
  • Cannon Ball Wind Energy Park-1, LLC
  • PowerBlades GmbH
  • PowerBlades SA
  • Rep Ventures Portugal S.A.
  • REpower Australia Pty Limited
  • REpower Benelux B.V.B.A.
  • REpower Betriebs – und Beteiligungs GmbH
  • REpower Systems Inc. (Canada)
  • REpower Diekat S.A.
  • REpower Espana S.L.
  • REpower Geothermie GmbH
  • REpower Investitions – und Projektierungs GmbH and Company KG
  • REpower Italia S.R.L
  • REpower North (China) Limited
  • REpower Portugal - Sistemas Eolicos, S.A.
  • REpower Systems GmbH (earlier known as Einundzwanzigste Vittorio Verwaltungs GmbH)
  • REpower Systems Polska SP.ZO.O
  • REpower S.A.S.
  • REpower Systems Scandinavia AB
  • REpower Systems AG
  • REpower UK Limited
  • REpower USA Corp.
  • REpower Wind Systems Trading (China) Limited
  • REpower Windpark Betriebs GmbH
  • RETC Renewable Energy Technology Centre
  • RPW Investments SGPS,SA
  • Renewable Energy Contractors Australia Pty Limited
  • RiaBlades S.A.
  • SE Composites Limited
  • SE Drive Technik GmbH
  • SE Electricals Limited
  • SE Forge Limited
  • SE Solar Limited
  • SISL Green Infra Limited
  • Sure Power LLC
  • Suzlon Blade Technology B.V.
  • Suzlon Energia Elocia do Brazil Ltda
  • Suzlon Energy (Tianjin) Limited
  • Suzlon Energy A/S
  • Suzlon Energy Australia Pty. Limited
  • Suzlon Energy Australia RWFD Pty Limited
  • Suzlon Energy Australia CYMWFD Pty Limited
  • Suzlon Energy B.V.
  • Suzlon Energy GmbH
  • Suzlon Energy Korea Company, Limited
  • Suzlon Energy Limited, Mauritius
  • Suzlon Engitech Limited
  • Suzlon Generators Limited
  • Suzlon Gujarat Wind Park Limited
  • Suzlon Infrastructure Services Limited
  • Suzlon North Asia Limited
  • Suzlon Power Infrastructure Limited
  • Suzlon Rotor Corporation
  • Suzlon Structures Limited
  • Suzlon Towers and Structures Limited
  • Suzlon Wind Energy A/S
  • Suzlon Wind Energy BH
  • Suzlon Wind Energy Bulgaria EOOD
  • Suzlon Wind Energy Corporation
  • Suzlon Wind Energy Equipment Trading (Shanghai) Company, Limited
  • Suzlon Wind Energy Espana, S.L
  • Suzlon Wind Energy Italy S.R.L.
  • Suzlon Wind Energy Limited
  • Suzlon Wind Energy Nicaragua Sociedad Anonima
  • Suzlon Wind Energy Portugal Energia Elocia Unipessoal Lda
  • Suzlon Wind Energy Romania SRL
  • Suzlon Wind Enerji Sanayi Ve Ticaret Limited Sirketi
  • Suzlon Wind Energy South Africa (PTY) Limited
  • Suzlon Windenergie GmbH
  • Suzlon Wind International Limited
  • Suzlon Windpark Management GmbH
  • Tarilo Holding B.V.
  • Valum Holding B.V.
  • Ventipower S.A.
  • WEL Windenergie Logistik GmbH
  • Windpark Blockland GmbH and Company KG
  • Windpark Olsdorf Watt Gmbh and Company KG

 

 

CAPITAL STRUCTURE

 

As on 31.03.2011

 

Authorised Capital :

 

No. of Shares

Type

Value

Amount

3500000000

Equity Shares

Rs. 2/- each

Rs. 7000.000 Millions

 

 

 

 

 

Issued Capital :

 

No. of Shares

Type

Value

Amount

1796297624

Equity Shares

Rs. 2/- each

Rs. 3592.600 Millions

 

 

 

 

 

Subscribed & Paid-up Capital :

 

No. of Shares

Type

Value

Amount

1777365647

Equity Shares

Rs. 2/- each

Rs. 3554.700 Millions

 

 

 

 

 

Notes:

 

  1. Of the above equity shares, 1,259,276,500 shares of Rs. 2/- each were allotted as fully paid  onus shares by utilization of Rs. 1740.400 Millions from general reserve, Rs. 10.300 Millions from capital redemption reserve and Rs. 768.000 Millions from securities premium account

 

  1. Of the above equity shares 58,400,000 equity shares of Rs. 2 each were issued by way of Global Depository Receipts (GDR)

 

  1. Of the above equity shares 31,992,582 equity shares of Rs. 2 each are allotted as fully paid up for consideration other than cash

 

  1. Outstanding Employee stock options exercisable into 5,679,945 equity shares of Rs. 2/- each fully paid

 


 

FINANCIAL DATA

[all figures are in Rupees Millions]

 

ABRIDGED BALANCE SHEET

 

SOURCES OF FUNDS

 

31.03.2011

31.03.2010

31.03.2009

 

SHAREHOLDERS FUNDS

 

 

 

1] Share Capital

3554.700

3113.500

2996.600

2] Shares Application Moneys

0.000

0.400

1032.500

3]Employee stock options outstanding

204.300

156.800

 

4] Reserves & Surplus

64185.800

52772.400

61774.100

5] (Accumulated Losses)

0.000

0.000

0.000

NETWORTH

67944.800

56043.100

65803.200

LOAN FUNDS

 

 

 

1] Secured Loans

43957.400

38911.600

40062.300

2] Unsecured Loans

22815.900

37100.600

33232.500

TOTAL BORROWING

66773.300

76012.200

73294.800

DEFERRED TAX LIABILITIES

0.000

0.000

0.000

 

 

 

 

TOTAL

134718.100

132055.300

139098.000

 

 

 

 

APPLICATION OF FUNDS

 

 

 

 

 

 

 

FIXED ASSETS [Net Block]

8631.700

9171.600

5515.000

Capital work-in-progress

381.500

103.800

2869.700

 

 

 

 

INVESTMENT

78450.700

75926.000

71278.000

DEFERREX TAX ASSETS

556.400

0.000

1754.000

Foreign Currency Monetary item transaction difference account

0.000

0.000

3992.600

 

 

 

 

CURRENT ASSETS, LOANS & ADVANCES

 

 

 

 

Inventories

10149.500

7978.000

13836.200

 

Sundry Debtors

22839.000

29868.100

47451.400

 

Cash & Bank Balances

4310.600

5992.200

2124.000

 

Other Current Assets

0.000

0.000

0.000

 

Loans & Advances

49383.900

41877.900

26987.500

Total Current Assets

86683.000

85716.200

90399.100

Less : CURRENT LIABILITIES & PROVISIONS

 

 

 

 

Sundry Creditor

12870.000
12525.400
33017.700

 

Other Current Liabilities

23198.300
23893.300
 

 

Provisions

3916.900
2443.600
3692.700

Total Current Liabilities

39985.200
38862.300
36710.400

Net Current Assets

46697.800

46853.900

53688.700

 

 

 

 

MISCELLANEOUS EXPENSES

0.000

0.000

0.000

 

 

 

 

TOTAL

134718.100

132055.300

139098.000

PROFIT & LOSS ACCOUNT

 

 

PARTICULARS

 

31.03.2011

31.03.2010

31.03.2009

 

 

SALES

 

 

 

 

 

Income

43575.500

34886.800

72355.800

 

 

Other Income

3405.100

2431.400

1773.000

 

 

TOTAL                                     (A)

46980.600

37318.200

74128.800

 

 

 

 

 

Less

EXPENSES

 

 

 

 

 

Cost of goods sold

27467.500

25174.900

 

 

Operating and other expenses

11735.000

9748.200

74197.100

 

 

Employees remuneration and benefits

2152.300

1810.100

 

 

 

Exceptional Items

372.800

4390.200

 

 

 

TOTAL                                     (B)

41727.600

41123.400

74197.100

 

 

 

 

 

Less

PROFIT / (LOSS) BEFORE INTEREST, TAX, DEPRECIATION AND AMORTISATION (A-B)      (C)

5253.000

(3805.200)

(68.300)

 

 

 

 

 

Less

FINANCIAL EXPENSES                         (D)

6289.000

7319.000

4339.700

 

 

 

 

 

 

PROFIT / (LOSS) BEFORE TAX, DEPRECIATION AND AMORTISATION (C-D)                               (E)

(1036.000)

(11124.200)

(4408.000)

 

 

 

 

 

Less/ Add

DEPRECIATION/ AMORTISATION                     (F)

1568.900

1262.700

991.600

 

 

 

 

 

 

PROFIT / (LOSS) BEFORE TAX (E-F)                 (G)

(2604.900)

(12386.900)

(5399.600)

 

 

 

 

 

Less

TAX                                                                  (H)

(748.300)

(1754.000)

(706.900)

 

 

 

 

 

 

PROFIT / (LOSS) AFTER TAX (G-H)                  (I)

(1856.600)

(14140.900)

(4692.700)

 

 

 

 

 

Add

PREVIOUS YEARS’ BALANCE BROUGHT FORWARD

3860.000

18000.900

22684.400

 

 

 

 

 

Less

APPROPRIATIONS

 

 

 

 

 

Transfer to General Reserve

0.000

0.000

(9.200)

 

BALANCE CARRIED TO THE B/S

2003.400

3860.000

18000.900

 

 

 

 

 

 

EARNINGS IN FOREIGN CURRENCY

 

 

 

 

 

Export Earnings

327.800

9903.300

NA

 

 

Other Earnings

1822.900

1136.000

NA

 

TOTAL EARNINGS

2150.700

11039.300

NA

 

 

 

 

 

 

IMPORTS

 

 

 

 

 

Raw Materials

17448.100

10326.200

NA

 

 

Stores & Spares

9.600

4.900

NA

 

 

Capital Goods

606.600

968.100

NA

 

TOTAL IMPORTS

18064.300

11299.200

NA

 

 

 

 

 

 

Earnings / (Loss) Per Share (Rs.)

(1.09)

(9.19)

NA

 

 

QUARTERLY RESULTS

 

PARTICULARS

 

30.06.2011

(1st Quarter)

30.09.2011

(2nd Quarter)

31.12.2011

(3rd Quarter)

Type

 

 

 

 Sales Turnover

11569.100

19435.700

14355.700

 Total Expenditure

9353.800

17953.100

15997.600

 PBIDT (Excl OI)

2215.300

1482.600

(1641.900)

 Other Income

799.100

858.4000

935.300

 Operating Profit

3014.400

2341.000

(706.600)

 Interest

1572.300

2078.100

1964.200

 Exceptional Items

0.000

0.000

0.000

 PBDT

1442.100

262.900

(2670.800)

 Depreciation

341.400

456.800

474.900

 Profit Before Tax

1100.700

(193.900)

(3145.700)

 Tax

0.000

0.000

0.000

Provisions and contingencies

0.000

0.000

0.000

 Reported PAT

1100.700

(193.900)

(3145.700)

Extraordinary Items       

0.000

0.000

0.000

Prior Period Expenses

0.000

0.000

0.000

Other Adjustments

0.000

0.000

0.000

Net Profit

1100.700

(193.900)

(3145.700)

 

 

KEY RATIOS

 

PARTICULARS

 

 

31.03.2011

31.03.2010

31.03.2009

PAT / Total Income

(%)

(3.95)

(37.89)

(6.33)

 

 

 

 

 

Net Profit Margin

(PBT/Sales)

(%)

(0.06)

(35.50)

(7.46)

 

 

 

 

 

Return on Total Assets

(PBT/Total Assets}

(%)

(2.73)

(13.05)

(5.63)

 

 

 

 

 

Return on Investment (ROI)

(PBT/Networth)

 

(3.83)

(22.10)

(8.21)

 

 

 

 

 

Debt Equity Ratio

(Total Liability/Networth)

 

1.57

2.05

1.67

 

 

 

 

 

Current Ratio

(Current Asset/Current Liability)

 

2.17

2.21

2.46

 

 

LOCAL AGENCY FURTHER INFORMATION

 

Check list by info Agents

Available in Report (Yes/ No)

Year of Establishment

Yes

Locality of the Firm

Yes

Constitution of the Firm

Yes

Premises details

No

Type of Business

Yes

Line of Business 

Yes

Promoter’s Background 

No

No. of Employees

Yes

Name of Person Contacted

No

Designation of Contact person

No

Turnover of Firm for last three years

Yes

Profitability for last three years

Yes

Reasons for variation <> 20%

---------------

Estimation for coming financial year

No

Capital in the business

Yes

Details of sister concerns

No

Major Suppliers

No

Major Customers

No

Payments Terms

No

Export/ Imports Details (If applicable)

No

Market Information

------------

Litigations that the firm/ Promoters Involved in

-----------------

Banking details

Yes

Banking Facility Details

Yes

Conduct of the Banking Account

----------------

Buyer visit details

-----------------

Financials, if provided

Yes

Incorporation details is applicable

Yes

Last Accounts filed at ROC

Yes

Major Shareholders, if available

No

 

 

OPERATIONS REVIEW

 

On a standalone basis, the Company achieved sale of Rs. 43575.500 Millions as against Rs. 34886.800 Millions in the previous year. Net loss after tax is lower at Rs. 1856.600 Millions as compared to net loss after tax of Rs. 14140.900 Millions in the previous year. Though the volumes and performance improved compared to previous year, the costs could not be recovered fully as recessionary trends continue to persist in Europe and the USA. On consolidated basis, the sale is lower at Rs. 178791.300 Millions as against Rs. 206196.600 Millions in the previous year. Net loss after tax, share in associate’s profit and minority interest is Rs. 13239.700 Millions as compared to loss of Rs. 9825.600 Millions in the previous year. In the previous year, sale of Hansen stake contributed profit of Rs. 2118.900 Millions while in the current year provision towards diminution in investment in Hansen resulted into increase in loss by Rs. 2160.000 Millions.

 

Changes in Paid-up Share Capital

 

The Company allotted 8,000 equity shares of Rs. 2/- each at a premium of Rs. 49/- per equity share i.e. at an issue price of Rs. 51/- per share pursuant to exercise of stock options by the eligible employees under the Employee Stock Option Plan-2005. Further, the Company allotted 18, 86, 33,322 equity shares of Rs. 2/- each at a premium of Rs. 61/- per equity share i.e. at an issue price of Rs. 63/- per equity share on rights basis to the existing equity shareholders of the Company in the ratio of 2 equity shares for every 15 fully paid-up equity shares held by the existing equity shareholders on the record date i.e. June 10, 2010 in terms of Letter of Offer dated May 31, 2010.

 

Further, in terms of the Shareholders’ Agreement and Share Subscription Agreement inter alia entered into between the Company and IDFC Private Equity Fund III (“IDFCPE”), the Company allotted 3,19,92,582 equity shares of Rs. 2/- each to IDFCPE on November 16, 2010 at a premium of Rs. 58/- per equity share i.e. at an issue price of Rs. 60/- per share for a consideration other than cash i.e. as purchase consideration for purchase of 4,12,54,125 equity shares of Rs. 10/- each held by the said IDFCPE in SE Forge Limited, a subsidiary of the Company. As on date, the Authorised Share Capital of the Company is Rs. 7000.000 Millions divided into 350,00,00,000 equity shares of Rs. 2/- each and the paid-up capital of the Company is Rs. 3554.731 Millions divided into 177,73,65,647 equity shares of Rs. 2/- each.

 

 

CHANGES DURING THE YEAR

 

The name of Einundzwanzigste Vittorio Verwaltungs GmbH was changed to REpower Systems GmbH.

 

Updates on REpower

 

The Company through AE-Rotor Holding BV, The Netherlands (‘AERH’), a step down wholly owned subsidiary of the Company acquired an additional 4.86% voting power of REpower Systems SE (‘REpower’). AERH directly and indirectly holds 95.16% of the registered share capital of REpower. Under the German Stock Corporation Act, a shareholding of 95% in a German stock corporation enables the majority shareholder to initiate squeeze-out proceedings in respect of minority shareholders. The Company, through AERH, had provided a notice to the Executive Board of REpower requesting the conduct of a squeeze-out proceeding. Accordingly squeeze-out proceeding has been initiated in accordance with German Regulations. A successful completion of the squeeze-out proceedings will result in REpower becoming a step-down wholly owned subsidiary of the Company. Further, AERH has informed the Executive Board of REpower that it has set the cash compensation for the transfer of the shares from the minority shareholders of REpower to AERH at EUR 142.77 per no-par value share in compliance with the provisions of the German Stock Corporation Act. A resolution on the squeeze-out is proposed to be passed at the annual general meeting of REpower, which is scheduled to take place on September 21, 2011.

 

Updates on Hansen

 

The Company presently holds 26.06% in Hansen Transmissions International NV (‘Hansen’). Post March 31, 2011, AERH has signed an irrevocable undertaking in favour of ZF Friedrichshafen AG (‘ZF’) to sell its entire equity interest in Hansen i.e. 26.06% pursuant to cash offer to be made by ZF International BV (“ZF Bidco”), a wholly owned subsidiary of ZF, for the entire issued and to be issued share capital of Hansen at 66 pence per ordinary share which will aggregate to 115 million GBP (USD 187 million). AERH’s obligation to accept the Offer under the Irrevocable Undertaking will lapse in certain circumstances, including if a firm intention to make an offer for Hansen’s shares is made by a third party for a consideration that is at least 12.5 per cent higher than consideration offered under the Offer or if the Offer lapses or is withdrawn.

 

Updates on Amalgamation and Demerger

 

During the year, a Petition under Section 391 to 394 read with Section 78 and 100 to 103 of the Companies Act, 1956 has been filed by the Company, Suzlon Towers and Structures Limited (STSL) and Suzlon Gujarat Wind Park Limited (SGWPL) with the Honourable High Court of Gujarat at Ahmedabad and by Suzlon Infrastructure Services Limited (SISL) and Suzlon Engitech Limited (SENL) with the Honourable High Court of Judicature at Bombay for sanctioning the Composite Scheme of Arrangement and Restructuring (De-merger and Amalgamation) between STSL, SISL, SGWPL, SENL, the wholly owned subsidiaries of the Company and the Company (SEL) for De-merger and Transfer of Power Generation Division of STSL to SENL, De-merger of Project Execution Division of SISL to SGWPL, Amalgamation of STSL (after the above referred demerger) with the Company and Amalgamation of SISL (after the above referred de-merger) with the Company. The Appointed Date fixed for the purpose is April 1, 2010.

 

 

THE BENEFITS THAT WOULD BE DERIVED FROM AMALGAMATION AND DEMERGER ARE AS UNDER:

 

a. Benefits of Demerger to the Resulting Companies i.e. SENL and SGWPL

 

i. Power Generation business requires separate and different skills altogether and hence demerging it into SENL will help to run it more efficiently.

 

ii. Project Execution is part of infrastructure building in which SGWPL is currently engaged into. The business of erection and commissioning presently undertaken by SISL, primarily in nature of infrastructure development, requires different skills and approach to the business for which the company has to select and train its employees to achieve high performance standards so as to meet the standards of its large and reputed competitors in the infrastructure space. With the proposed demerger and transfer of the said division, SGWPL would be better placed to scale up its skills in the infrastructure business and able to hire best talent available in the industry.

 

iii. De-merger would help in better evaluation of performance of this business.

 

b. Benefits of Amalgamation to the Transferee Company i.e. SEL

 

i. Tower Business:

 

- The Tower business requires scaling up in view of the increased domestic market and needs focused efforts to bring the cost down on a continuous basis with equal emphasis on the quality side as well. Synergies of Supply Chain Management can be derived by bringing the Tower business into SEL.

 

- Better and efficient material management along with stores management can be achieved, ensuring on time delivery in full.

 

- Quick and more responsive product improvement and R and D on tower can be made possible through well established and more resourceful set up of SEL. Better compatibility of tower with each version of nacelle and better use of design and technical core competence of SEL would be the key benefits accruing as a result of this merger;

 

- Better negotiating powers resulting into competitive sourcing of materials and services through more active support of well established Supply Chain Management Team of SEL.

 

ii. Operation and Maintenance Business

- Customers will get more comfort and surety of after sales services for 20 years post commissioning, which is becoming a key factor to get more business.

 

- Existing customers would feel more convinced from the fact that the equipment supplier itself is taking care of the OMS part. Long term visibility will be provided to large customers by providing OMS services through equipment supplier (SEL) only and thereby improving chances of availing more business from Utilities, Multi National Companies and other big corporate customers.

 

- Availability of critical components from third party gets guaranteed for OMS.

 

- With Indian business profile picking up and with the changing scenario, customers expect OMS Service provider to have a stronger Balance Sheet. SEL is better placed than SISL.

 

- Regular and online feedback from OMS Team provides enormous help in improving and upgrading the overall quality of its equipments, which would be possible with this amalgamation.

 

- Better working capital management through maintenance of common stock of spares for OMS as well as for regular production and also better Machine Availability of WTGs resulting into higher customer satisfaction.

 

iii. The proposed amalgamation will enhance the bargaining power resulting in cost optimization through economical procurements from common vendors and suppliers.

 

iv. The proposed arrangement will consolidate the business activity of all the companies, thereby resulting into time, transactions and cost optimization and improvisation of overall operational efficiency and quality.

 

v. The proposed arrangement shall improve the efficiency in cash management, organizational capability from pooling of human capital having skill, talents and vast experience and thereby increase in competitiveness in the industry.

 

vi. The proposed arrangement will create enhanced value for shareholders and allow a focused strategy in operations, which would be in the best interest of all its shareholders, creditors and all persons connected with the companies.

 

 

MANAGEMENT DISCUSSION AND ANALYSIS

 

WIND ENERGY – A MAJOR CONTRIBUTOR TO ENERGY SUPPLY

 

With new installation of 38 GW during the calendar year 2010, worldwide installations of wind energy generation crossed 197 GW which covers almost 4% of the global electricity supply. Traditional energy sources such as coal, oil or gas are not only facing limitation of resources, but they are also causing greenhouse gas emissions and hence cannot be seen as sustainable energy sources. At the same time, recent incidents have indicated very clearly that nuclear power, also due to its big risks and high capex costs, is not a very viable option economically, socially and environmentally either. Instead, the world has to look for wind energy, in combination with other renewable energy sources. It is important to underline that wind energy offers a very broad range of applications. It is versatile, can serve the needs of rural areas in unserved areas in developing countries, and cater to energy intensive industries in industrialized regions and countries. By 2015, total worldwide installation of wind energy is expected to cross over 442 GW which is almost 2.3 times of the current installation. This will cover about 7.5% of the global electricity supply by then.

 

SECTOR OUTLOOK

 

The sector outlook is progressively looking bright for the wind industry as it is exploiting an inexhaustible resource (i.e. wind) and is amongst the cheapest sources of renewable energy. Improvement in wind power’s technical effectiveness, development of larger wind turbines, and improved knowledge of siting, servicing and maintenance has made wind power a economically viable and competitive source of energy. The other key drivers include climate change, the Kyoto Protocol, the industry’s job creation potential and a desire for greater “security of supply” for energy. Policy support models like Fixed Tariffs for the “feed –in” of wind powered electricity, Renewable Portfolio Standards, price premium, energy taxes and other tax related benefits, Investment grants and Green Certificates, continue to boost development of wind market across the globe. Wind energy has been accepted as a mainstream renewable technology by utilities across the world, to meet their enewable portfolio targets as mandated international and country based targets. During the period 2011-2015, wind power is expected to grow at an annual growth rate of about 17%. In Asia strong growth is expected, especially in China. India will continue to demonstrate high level capacity additions approximately to the tune of 3 to 4 GW per year. Growth in emerging markets such as Latin America, Southern and Eastern Europe and Africa will offset probable short-term sluggish growth rates in the mature markets of the world.

 

SUZLON POSITIONING

 

This year was an important one for the Company, marking 15 years of existence and 17 GW installations worldwide. Subject has achieved over 6 GW of cumulative installations in India, nearly half of the country’s total wind installations. Subject is the fifth largest supplier in the world having a cumulative market share of  9% Subject  offers one of the most comprehensive product portfolios, ranging from 0.60 MW onshore turbines to one of the world’s largest commercial 6.15 MW offshore turbines, built on a vertically integrated, low cost manufacturing base. Added to that proven technology, global R and D centers, 24 X 7 monitoring system with dedicated team focusing each day on the customer satisfaction, has helped Subject to spread its operation across 5 continents, 32 countries and more than 1,600 customers across the globe making Subject  a global player. Suzlon’s contribution towards combating climate change, building a greener and sustainable tomorrow was recognized at the COP16 global submit in Mexico where it was presented with Gigaton Award for global leadership in emissions control and sustainability practices in the energy category. Mr. Tulsi Tanti, Chairman and Managing Director, was conferred the title “Wind Visionary of Asia” by the Asian Development Bank. The recognition emphasizes Subject’s commitment to build the case for wind across the world and highlights a decade of tremendous work in key markets of Asia.

 

 

BUSINESS STRATEGY

 

Subject’s strategic intent for its business is enumerated as follows:

 

INCREASED CUSTOMER OUTREACH

 

Subject operations are now spread across Asia, Australia, Europe, Africa and North and South America with operations in 32 countries. Subject boosted its customer profiles by signing biggest contracts from IPP (Independent Power Producer) in the Indian market - a 1000 MW order from Caparo Energy and a 202 MW order from the Techno Electric Group. Subject also secured 218 MW order in Brazil from the Martifer Group reinforcing Subject’s presence in the global market. In the European Onshore segment, the company’s international business arm, Subject Wind Energy A/S, broke new ground with its first order in Sweden. The Company has also entered into an agreement with Volkswind Bulgaria, a subsidiary of Germany’s Volkswind GmbH. This aims to accelerate the manufacturer’s growth in the Bulgarian wind energy market and will develop projects exclusively using Subject wind turbines. In April 2011, REpower entered into its biggest onshore framework agreement in Europe with Juwi for 720 MW covering upto 240 wind turbines of 3 MW systems. In the European Offshore segment, REpower has signed a contract with Belgian offshore project development company, CPower for development of 295 MW project in phase II and III of the first Belgian offshore wind farm, Thornton Bank. A bank consortium of seven commercial banks together with European investment bank is providing necessary financing for the said project. This represents the biggest ever project financing in the offshore wind industry. REpower has also signed another major contract with RWE Innogy for development of 295 MW project at Nordsee Ost. This is the first supply under the framework agreement concluded between REpower and RWE Innogy in February 2009 for the delivery of up to 250 turbines of 5M/6M turbines.

 

IMPROVING PRODUCT PORTFOLIO

 

Subject and REpower have R and D and technology centers in Germany, the Netherlands, India and China. Its R and D initiatives have led to the development of Subject’s new S9X suite of turbines – comprising the S88-2.25 MW, S95 and S97 2.1 MW turbines. This suite of products, is an evolution of Subject’s proven S88-2.1 MW platform, and is built around the core doubly fed induction generator based technology. A compact and modular DFIG design allows ease of serviceability and meets the latest grid requirements for smoother wind power plant connectivity. New blade designs with rotor diameter of 95 meter and 97 meter offers a larger swept area with greater energy capture and power production from moderate to low wind speeds. To ensure the highest standards in quality, Subject’s blade testing facilities far exceeds industry baseline by simulating total life cycle of blade (1 million cycles) in most extreme onsite conditions. In the onshore segment, REpower has launched two new variant for low wind speed regions. One in its 3XM series-3.2M114 and another new MM series turbine, MM100 with rated output of 3.17 MW and 1.80 MW respectively. The construction of 3.2M114 uses the economical hybrid tower type of construction with concrete and steel. The manufacturing principle also makes it extremely easy to dismantle. The MM100 is specially adapted for the North American market. In February 2011, REpower received a unit certificate from GL Renewables certification for its 3.4M104 turbines. This confirms that the wind turbines meet the technical requirements of the Renewable Energy Act and the System Service ordinance. In addition to the 3.4M104, the MM82 and MM92 were also certified last year. As a result REpower is the first wind turbine manufacturer to have received unlimited unit certificates (EZE) for its onshore turbines. In the offshore segment, REpower has gained a level of skills that sets it apart from majority of its competitors. The machine availability of REpower offshore turbines have shown result at par with onshore turbines despite the adverse conditions in the open ocean.

 

INTERNAL OPERATIONAL EXCELLENCE PROGRAM

 

Subject transformation program christened ACE (Achieving Collective Excellence) started in June 2009, has brought significant improvements in the areas of manufacturing, technology, product design, market strategy, leadership and the like. Turbine availability (uptime) has been consistently exceeding 97 per cent for its global operating fleet. New products under S9X and 3XM series were timely launched with strong cross functional collaborations. Margin improvements were achieved through effective capacity utilisation and value engineering. Efforts are in place to reduce the deployment of working capital through improvement in operational efficiencies.

 

TECHNOLOGY, RESEARCH AND DEVELOPMENT: GLOBAL LEADER IN WIND TURBINE GENERATORS

 

The company continues to expand its technological capability since technology is central to wind market leadership. The focus is on overall life cycle costs and customers’ return on investment mean continued improvements in reliability, product, operation and maintenance cost and energy cost reductions. Subject’s Technology Organisation is a global leader in wind turbine generator research and development.

 

TECHNOLOGY TEAMS

 

Subject continues to expand its intellectual property rights (IPR) developing a substantial amount of new IP and increasing the number of patent families. The Technology Organisation continued to build capacity during the year at Technical Centers in Germany, Netherlands, Denmark, India and China.

 

SUZLON GLOBAL TECHNICAL CENTERS DRIVING INNOVATION AND COST LEADERSHIP

 

Technology-related development is carried out in collaboration with the supply chain organisation, third party suppliers, and with the business units which sell and operate wind turbines across regions. The Technology Organisation is home to applied research, product development and technical support. The full spectrum of expertise is covered, including mechanical design, aerodynamics, material science, electrical design and software development. In the past year, extra emphasis has been placed on project management, systems engineering, and certification. As wind turbine generator development becomes more complex, additional focus is required on the sub-projects which produce enhancements or new products. The Department continues to raise the standard for the level of coordination within and across these sub-teams. This requires increased expertise in project management. In addition, the array of internal interfaces and sub-system interactions grows in complexity. For this reason, more formal systems and engineering practices are being used to ensure optimum WTG performance and reliability. Third party WTG certification becomes increasingly important for their customers and their financiers. The Technology Organisation has expanded its capacity, strengthened internal processes and instituted formal management reviews with the key certifying agencies. Safety guidelines that are an integral part of the Technology Organisation curriculum are followed to the letter. The health and safety record remains exemplary.

 

TIGHTER COLLABORATION WITH RETC

 

Research work by RETC (Renewable Energy Technical Centre) – a Subject / REpower joint venture, is being integrated with WTG product development teams. RETC is active in basic research, training, innovation, and development of superior technical processes.

 

S9X PRODUCT DEVELOPMENT

 

The S9X development during 2010-11 has been an excellent example of fully integrated, cross-functional collaboration across all parts of Subject. The various technical centers, supply chain and the regional offices have worked together. The S95 and S97 models have been built on the proven S88 platform which has a fleet-wide availability (up-time) of better than 97 per cent worldwide – in all weather conditions, voltage and grid requirements. The S95 2.1 MW turbine has been optimized for Wind Class IIa and introduces DFIG (Doubly Fed Induction Generation), third generation rotor blade design and an array of other advances over the S88 2.1 MW turbine. The S97 2.1 MW turbine is similar to the S95 2.1 MWturbine and has been optimized for Wind Class IIIa.  These products deliver 14 - 19 per cent additional energy yield and offer improved ease of operation, transport, installation and commissioning, and improved serviceability. Customers benefit from improved cost of energy and return on investment. During 2010-11, REpower commenced two new series 3.XM variants. The series includes two different turbine types. The turbines can also be deployed optimally in lower wind speed areas and in hilly or forested terrains. A new MM series wind turbine was introduced by REpower. The turbines, the REpower MM100, are specially adapted for the North American market. The product is suitable for low wind speeds, and will enhance output. 5M and 6M onshore / offshore wind turbines were also added to the turbine portfolio in the large turbine segment. With rated output of 5,075 kilowatts and rotor diameter of 126.5 meters, the 5M is one of the largest and best performing wind turbines. With rated output of 6.15 MW, the 6M turbines are the technological successor to the5Maswell as being suited for use in deep waters.

 

 

MANUFACTURING AND SUPPLY CHAIN MANAGEMENT (SCM): WORLD CLASS MANUFACTURING IN THE US, ASIA AND EUROPE

 

Supply Chain Management (SCM) is the largest business vertical in Subject and supports the manufacturing of parts for wind turbine generators (WTG). It operates world-class manufacturing plants in India, China, USA, Germany and Portugal. During 2010-11 SCM met many challenges, including constrained and volatile demand, changing customer requirements and pressure to bring down costs despite rising commodity prices. SCM’s focus was on establishing supply security, production flexibility, product reliability, and statutory compliance. From a customer service perspective, SCM made improvements in product quality and on time delivery during the year. The process of resolving field non compliances has been expedited. SCM has also extended full service and spares support to SBUs. During the year SCM utilized the Potential Failure Modes and Effects Analysis (PFMEA) quality tool to enhance the manufacturing process and skill deployment. It also made use of a Production Part Approval Process (PPAP) drive to enhance the supplier’s manufacturing processes and bring ‘first time right’ product and focus on EHS. SCM also embarked on a cost management drive. As a result, the objective to bring the lowest delivered cost to the customer has been achieved. Overall SCM has undertaken a structured engagement programme with all its stakeholders - customer side as well as supply side - and it is now fully aligned at an operational and strategic level. Going forward SCM’s focus will be on capability enhancement.

 

 

Unaudited Standalone Financial Results for the Quarter Ended 31.12.2011

 

(Rs. In Millions)

Particulars

Quarter Ended

Nine Mouths Ended

 

31.12.2011

 (Unaudited)

30.06.2011

 (Unaudited)

31.12.2011

 (Unaudited)

1. Income from operation

14355.000

19385.300

48422.700

2. Other Operating Income

0.700

50.400

59.400

Total Income (1+2)

14355.700

19435.700

48482.100

Expenditure

 

 

 

1. (Increase)/decrease in Stock in Trade

(1024.400)

(305.500)

(627.000)

2. Consumption of Raw Materials(Including project bought outs)

10648.000

10358.700

27540.800

3. Purchase of traded goods

384.200

1787.600

3865.000

4. Employees Cost

783.700

954.500

2554.600

5. Depreciation

474.900

456.800

1340.000

6. Foreign exchange loss / gain

1995.400

1640.000

3642.800

7. Other Expenditure

3210.700

3517.800

9070.600

Total Expenditure

16472.500

184709.900

47386.800

Profit / (Loss) From Operations before other Income Interest and Exceptional Items

(2116.800)

1025.800

1095.300

Other Income

935.300

858.400

2618.400

Profit/(Loss) before Interest and Exceptional items

(1181.500)

1884.200

3713.700

Interest

1694.200

2078.100

5675.000

Profit / (Loss) after interest before Exceptional items

(3145.700)

(193.900)

(1961.300)

Exceptional Items

--

--

--

Profit / (Loss) From Ordinary activities before Tax

(3145.700)

(193.900)

(1961.300)

Tax Expenses

--

--

--

Net Profit/(Loss) From Ordinary activities after Tax

(3145.700)

(193.900)

(1961.300)

Extraordinary Items

--

--

--

Net Profit/(Loss) for the period

(3145.700)

(193.900)

(1961.300)

Paid Up Equity Share Capital ( Face Value of the share Rs.2/- each )

3554.700

3554.700

3554.700

Reserves (Excluding Revaluation Reserves)

--

--

--

Earning / loss per share

 

 

 

-Basic

(1.77)

(0.11)

(1.10)

-Diluted

(1.77)

(0.11)

(1.10)

Public Share Holding

 

 

 

- Number of Shares

839,624,059

802,624,059

839,624,059

- Percentage of shareholding

47.24%

45.16%

47.24%

Promoters and Promoter group share holding

 

 

 

a) Pledged / Encumbered

 

 

 

- Number of Shares

884,010,964

676,535,964

884,010,964

- Percentage of share (as a % of the total shareholding of promoter and promoter group)

94.27%

69.41%

94.27%

- Percentage of shares(as a % of the total share capital of the company)

49.74%

38.06%

49.74%

b) Non-encumbered

 

 

 

- Number of Shares

53,730,624

298,205,624

53,730,624

- Percentage of Share (as a % of the total shareholding of promoter and promoter group)

5.73%

30.84%

5.73%

 - Percentage of Share (as a % of the total share capital of the company)

3.02%

16.78%

3.02%

 

 

SEGMENT WISE REVENUE, RESULTS AND CAPITAL EMPLOYED FOR THE QUARTER ENDED DECEMBER 31, 2011

(Rs. In Millions)

Particulars

Quarter Ended

 

Nine Mouths Ended

 

31.12.2011

 (Unaudited)

30.06.2011

 (Unaudited)

31.12.2011

 (Unaudited)

Segment Revenue

 

 

 

A ) Wind Turbine Generator

49449.500

50412.700

142795.400

B ) Foundry and Forging

451.400

1019.600

2617.300

C ) Others

75.500

167.000

356.400

Total

49976.400

51599.300

145769.100

Less : Inter segment revenue

118.500

888.300

1940.200

Income from Operation

49857.900

50711.000

143828.900

Segment Results

 

 

 

Profit / (Loss) before Depreciation, Interest, Exceptional Items and Tax

 

 

 

A ) Wind Turbine Generator

3828.00

4163.300

13331.500

B ) Foundry and Forging

55.300

229.700

322.500

C ) Others

59.000

138.400

282.400

Total

3942.300

4531.400

13936.400

Less : Depreciation / Amortiasation (including impairment Losses)

 

 

 

A ) Wind Turbine Generator

1511.400

1245.600

3938.400

B ) Foundry and Forging

128.800

187.600

501.700

C ) Others

63.400

46.200

154.000

Profit / (Loss) before Interest, Exceptional Items and Tax

 

 

 

A ) Wind Turbine Generator

2316.600

2917.700

9393.100

B ) Foundry and Forging

(73.500)

42.100

(179.200)

C ) Others

(4.400)

92.200

128.400

Less : Interest

3575.700

3575.500

10129.900

Less : Unallocable Expenditure / (Income) - Net

418.100

424.500

1080.200

Profit / (Loss) before Exceptional Items and Taxes

(1755.100)

(948.000)

(1867.800)

Exceptional Items

(80.000)

(2192.400)

(2272.400)

Profit / (Loss) before Taxes

(1675.100)

1244.400

404.600

Capital Employed

(Segment assets – Segment Liabilities)

 

 

 

A ) Wind Turbine Generator

169582.900

157198.900

169582.900

B ) Foundry and Forging

7889.200

7602.400

7889.200

C ) Others

2150.900

2225.000

2150.900

Total

179623.000

167026.300

179623.000s

 

Notes:

 

1. The above results nave been reviewed by the Audit Committee and approved by the Board of Directors at its meeting held on February 11, 2012. The Statutory Auditors of the Company have carried out a limited review of the above results for the quarter and nine months ended December 31, 2011

 

2 On receiving the approval from Honourable High Court of Gujarat at Ahmedabad and Honourable High Court of Judicature at Bombay respectively, the certified copy of the orders Issued by the said Honourable High Courts having been filed with the concerned offices of the Registrar of Companies, the Composite Scheme of Arrangement and Restructuring (SOA) has become effective w.e.f. October 10, 2011. Thus with the SOA becoming effective from the appointed date I.e. April 01, 2010:

- Power Generation Division of Suzlon Towers And Structures Limited stands de-merged and transferred to Suzlon Engltech Limited,

- Project Execution Division of Suzlon Infrastructure Services Limited stands de-merged and transferred to Suzlon Gujarat Wind Park Limited,

- Suzlon Towers And Structures Limited stands amalgamated with the Company (after the above referred de-merger), and

- Suzlon Infrastructure Services Limited stands amalgamated with the Company (after the above referred de-merger).

In the standalone results, the Impact of the merger has been given w.e.f. April 01, 2011 and due to this the standalone financial results for the quarter and nine months ended December 31, 2011 are to that extent hot comparable with the standalone financial results of the prior periods presented. The audited financial results for the year ended March 31, 2011 disclosed above do not Include any Impact of the merger scheme.

 

3 On October 6, 2011, AE-Rotor Holding B.V. {'AERHO, a step-down wholly owned subsidiary of Suzlon Energy Limited ('Company') has disposed of Its entire stake In Hansen . Accordingly, the Company has discontinued the accounting of Hansen as an associate from September 30, 2011 onwards. The provision for diminution In value of Investment In Associate amounting .to Rs.2192.400 Millions was reversed during the quarter ended September 30, 2011.

 

4. Pursuant to the Squeeze-out of shares of REpower Systems SE CREpower') Initiated by AERH and the passing of the resolution on September 21, 2011, the Squeeze-out was officially registered with the commercial registrar In Germany on October 27, 2011, There were no material litigation claims filed against the validity of the resolution in the courts by the minority shareholders of REpower. Total compensation of around EUR 62 million was paid to the minority shareholders at the rate of EUR 142.77 per no-par value share, as determined by the Independent valuation agents. Some of the former minority shareholders have initiated the so-called special valuation proceedings In the course of which the courts will analyse the adequacy of the cash compensation. In case the courts come to the conclusion that, in their view, the cash compensation Is not adequate. It may be increased by way of a court ruling. Currently It is unclear whether or not the courts will confirm the adequacy of the cash compensation or determine an Increased compensation by way of court ruling. The REpower shares were delisted on November 9, 2011.

 

5. The Auditors have given a Matter of Emphasis on the use of going concern assumption for the preparation of these results, In view of the current uncertainty of the manner In which the Company would raise funds for redemption of its foreign currency convertible bonds ('FCCBs'). The Company has certain FCCBs having an aggregate face value of USD 389 Million (Rs. 20660 Millions) due for redemption in June 2012 and October 2012. The redemption value of these FCCBs on respective redemption dates would aggregate to approximately USD 569 Million (Rs. 30210 Millions). In order to meet the redemption obligations the management is actively pursuing various options, and given the several proposed plans of action, Improving order Inflows and overall business momentum, the management is confident that In case the FCCBs are required to be redeemed, It will be able to generate the required funds. Accordingly, the above results have been prepared on the basis that the Company / Group Is a going concern, and no adjustments are considered necessary in the values of the assets and liabilities of the Company / Group.

 

 

6 The Indian Wind Energy Association ('InWEA') of which the Company is a member has filed a civil appeal in the Supreme Court against an order of the Appellate Tribunal for Electricity In regard to levy of Infrastructure Development Charges (IDC) by Tamil Nadu State Electricity Board. The auditors have given a Matter of Emphasis on non-provision of the IDC charges aggregating Rs. 648.000 Millions as at December 31, 2011. Based on a legal opinion the Company / InWEA has a strong case In favour.

 

7 During the last quarter of the financial year 2010-11, the Company concluded that non-alignment of the revenue recognition policy of REpower to that of Suzlon would result in more appropriate presentation of the financial statements and changed the process of consolidation from quarter ended March 31, 2011. Accordingly, the consolidated financial results for the quarter and nine months ended December 31, 2011 are to that extent not comparable. Had the Company applied the same policy in the quarter ended December 31, 2010, the revenues and net loss after tax for the quarter ended December 31, 2010 would have been lower by Rs. 3023.900 Millions and Rs. 212.300 Millions.

 

8. The Company / Group has, consequent to the notification Issued by the Ministry of Corporate Affairs on December 29, 2011 giving an option to the companies to amortise the exchange differences pertaining to long term foreign currency monetary Items up to March 31, 2020 (from March 31, 2012 earlier), adopted the said option given under paragraph 46 of Accounting Standard 11. Accordingly, the Company / Group has revised the amortisation period for such items to the maturity of the long term foreign currency monetary Items (all before March 31, 2020).

 

9 The status of Investor complaints received by the Company Is as follows: Pending as on October 1, 2011 - Nil; Received during the quarter 9-; Disposed during the quarter - 9; Pending as on December 31, 2011-Nil,

 

10. The figures stated above, have been reclassified wherever necessary to confirm with the classification In the financial results for the quarter and nine months ended December 31, 2011.

 

FIXED ASSETS:

 

·         Freehold Land

·         Leasehold Land

·         Buildings

·         Plant and Machinery

·         Wind research and measuring equipments

·         Computers and office equipments

·         Furniture and Fixtures

·         Vehicles

 

 

WEBSITE DETAILS

 

PROFILE

Conceived in 1995 with just 20 people, Suzlon is now a leading wind power company with:

  • Over 13,000 people in 32 countries
  • Operations across the Americas, Asia, Australia and Europe
  • Fully integrated supply chain with manufacturing facilities in three continents
  • Sophisticated Rand D capabilities in Belgium, Denmark, Germany, India and The Netherlands
  • Market leader in Asia, Suzlon Market Share (Combined with Repower) is 6.9% thereby making Suzlon one of the leading wind turbine manufacturing groups in the world.

 

ORGANISATION STRUCTURE

 

Suzlon is a leading wind power products and services company with a global footprint. The primary principle shaping the organisation’s structure across global operations is to infuse momentum and flexibility in decision-making and execution, with empowered managers.

 

Global Presence

 

Suzlon has seen consistent and undisputed growth and is now the world's fifth largest wind power group. India, home to the group's corporate offices, employs more than 14,000 people.

 

Their global team, spread across five continents, focuses on adoption of the world’s best practices to fuel continuous growth and propel expansion in high potential markets. At Suzlon, we combine global experience with local expertise to maximize technology  for the economic value and benefit of their clients.

 

Suzlon heads its international sales, marketing and service out of each operation-active country with an emphasis on local expertise to drive high growth in each market. Suzlon subsidiaries in Australia, China, Europe and USA benefit from extensive global competencies in specific wind engineering disciplines that the group harnesses.

 

Clients and Projects

 

In a short span of 13 years, Suzlon has become the world’s fifth largest wind turbine manufacturer in the world, Suzlon Market share (Combined with Repower) rose to 9.8% thereby making Suzlon one of the leading wind turbine manufacturing groups in the world.  Their wind turbine generators (WTGs) are customized to local geographies, wind regimes and needs, for installation in a variety of climates ranging from hot, dry deserts, to humid coasts and near-freezing plains. With a range of WTGs, ranging in capacity from 600 kW to 2.1 MW, we have successfully set up projects in some of the most essential wind sites in the world.


Suzlon has set up of prestigious wind farm projects such as:

Hallet Wind Farms in Australia, Exelon in the USA, Penamacor in Portugal, Weihai in China and many more in different parts around the world. Some of thier major clients include AGL Energy Limited ., TrustPower Limited ., Tecneira, Servtec, DLF Group, Reliance Group, Aditya Birla Group, Tata Group, British Petroleum, MSPL, John Deere Wind Energy and Distributed Wind Systems.

 

 

COURT CASE AGAINST SUZLON ENERGY LIMITED

 

The case in question is being fought in Australian court between Suzlon Energy, an energy company, and a former employee accused of defrauding Suzlon in a shipping scam. Suzlon’s attorneys requested the e-mails as part of its case, claiming the employee wasn’t protected by the American act. However, Microsoft argued that since the e-mails are stolen on an American server by an American company, they fall under that country’s privacy protection laws.

 

The courts agreed. The U.S. District Court for the Western District of Washington, as well as the Ninth Circuit, ruled in favor of protecting the e-mails. The case is being watched closely in the industry, with Cloud Computing creating questions as to just what is protected content and what isn’t. At one time, courts were arguing that e-mail was not protected under the ECPA while in temporary storage awaiting transit. Since e-mail sometimes passes through several intermediary servers before landing at its final destination, this would have taken away an element of protection. In 2005, the Circuit of Appeals overturned the original decision that they were not protected, causing security experts to breathe a sigh of relief.


While the ECPA protects third-party services from being forced to cough up member e-mails, courts can still subpoena individuals for copies of their own e-mails. And it should be stressed that an employee’s work e-mails are not protected, as your work e-mail is generally seen as belonging to the company, not the individual employee. E-discovery software is able to uncover e-mails even after deletion.


One issue where consumer protections are still unclear, however, is Cloud Computing. Since “the cloud” is generally a server, such as Hotmail, where a user’s files are stored and accessed directly, protections of the law are still unclear, complainants say. The ECPA always differentiated between data stored on a user’s computer and transmitted data, such as e-mail, but with so many things being transmitted back and forth now, experts feel the act needs to be updated.


Mobile technology, location-based services, and many other new issues that have come to light in the past few years have prompted many in the industry to cry out for an update to the law. But privacy refers to more than just the courts’ rights to subpoena e-mails or files. Consumers want to know their data is safe from any private eyes, as well as from resale. But the Suzlon Energy Limited V. Microsoft Corporation case provides consumers and businesses with the knowledge that courts stand behind protecting any data stored on an American server, no matter where the user resides.

 

 

PRESS RELEASE

 

 18th May, 2012

 

Suzlon Group: update on FCCB obligations

 

Advanced stage of raising up to US$ 300 million from new facilities to meet June FCCB obligations

Banks remain aligned and supportive; bondholders are engaging constructively

For procedural reasons, bondholders are being asked for a short-term extension to allow the company to obtain requisite approvals and finalize documentation

 

Mr. Kirti Vagadia, Chief Financial Officer –

 

Suzlon Group today announced an update on the company’s near term repayment obligations. He said: “I am very pleased to inform their stakeholders that they are at an advanced stage of raising up to US$ 300 million with their senior secured lenders for the refinancing of their June FCCB obligations. Their banks are aligned and supportive of their initiatives to address near-term obligations and achieving their long-term capital structure objectives. In order to ensure there is adequate time for the necessary requisite approvals and administrative documentation, they have asked their bondholders for an extension of maturity of up to 45 days.

“They continue to work on plans to raise capital at their overseas subsidiary level, as well as their programs to monetize non-critical assets. With this package of measures they remain totally confident of meeting their obligations.”

 

About Suzlon Group:

 

The Suzlon Group is ranked as the world’s fifth largest* wind turbine supplier, in terms of cumulative installed capacity, at the end of 2011. The company’s global spread extends across Asia, Australia, Europe, Africa and North and South America with over 19,000 MW of wind energy capacity installed in 28 countries, operations in 32 countries, a workforce of over 13,000. The Group offers one of the most comprehensive product portfolios – ranging from sub-megawatt on-shore turbines at 600 Kilowatts (KW), to the world’s largest commercial 6.15 MW offshore turbine – built on a vertically integrated, low-cost, manufacturing base. The Group – headquartered at Suzlon One Earth in Pune, India – comprises Suzlon Energy Limited and its subsidiaries, including REpower Systems SE.

 

 

23 May 2012

 

Suzlon’s 138 MW project for Cennergi amongst preferred bidders selected by South African Department of Energy

 

Supply and EPC contract for 66 S97 Suzlon turbines

Largest Project among the selected bids

Cennergi is a joint venture by Exxaro and Tata Power

 

Pune/Durban: The Republic of South Africa’s Minister for Energy, Dipuo Peters, announced her Department’s selection of the 138 MW AmakhalaEmoyeni Phase 1 wind energy project to be carried out in Eastern Cape, by Suzlon Group, the world’s fifth largest* wind turbine supplier. The project was submitted by Cennergi under the second window of the Request for Bids for the Independent Power Producers Programme .

 

Cennergi is an equal joint venture between South Africa's Exxaro Resources Limited (“Exxaro”) and The Tata Power Company Limited (“Tata Power”), India’s largest private power utility.

 

Cennergi has chosen to use 66 of Suzlon’s S97-2.1 MW turbines for the project. Suzlon will deliver the turbines under a full EPC (engineering, procurement and construction) agreement.

 

Thomas Garner, Cennergi CEO said: “Theyhad presented a very high quality bid, tailor-made for the energy needs of the Republic of South Africa. Suzlon’s vast experience in emerging markets and current standing in the energy sector in South Africa specifically, has been instrumental in securing this bid. Theyare very excited by this opportunity and are looking forward to building a very successful wind project.”

 

Silas Zimu, CEO – Suzlon South Africa, added: “The selection of their turbines, once again, in the second window of the (RFP) process is testament to the quality of their products and services.

 

This project is especially exciting as it shows how a South African Black empowered developer (Cennergi) partnered with a South African Black empowered manufacturer (Suzlon) can ensure that the Government's commitments on wind energy are realized. The project is the largest of the awarded wind projects during the bid.” “This is yet another opportunity to continue in their objective to provide clean and green energy, and also to create many jobs.”

Project construction is expected to commence in the first quarter of 2013.

 

About Cennergi

 

Cennergi (Pty) Ltd., is a 50:50 joint venture between South African-based diversified resources company Exxaro Resources Limited (Exxaro) and The Tata Power Company Limited (Tata Power), of India, through its subsidiary Khopoli Investments Limited.

 

Cennergi is based in South Africa and will focus on the development, ownership, operation, maintenance, acquisition and management of electricity generation assets in South Africa, Botswana and Namibia. The initial project pipeline focuses on renewable energy projects in South Africa and Cennergi’ s strategy is to create a balanced portfolio of diverse generation assets.


CMT REPORT (Corruption, Money Laundering & Terrorism]

 

The Public Notice information has been collected from various sources including but not limited to: The Courts, India Prisons Service, Interpol, etc.

 

1]         INFORMATION ON DESIGNATED PARTY

No records exist designating subject or any of its beneficial owners, controlling shareholders or senior officers as terrorist or terrorist organization or whom notice had been received that all financial transactions involving their assets have been blocked or convicted, found guilty or against whom a judgement or order had been entered in a proceedings for violating money-laundering, anti-corruption or bribery or international economic or anti-terrorism sanction laws or whose assets were seized, blocked, frozen or ordered forfeited for violation of money laundering or international anti-terrorism laws.

 

2]         Court Declaration :

No records exist to suggest that subject is or was the subject of any formal or informal allegations, prosecutions or other official proceeding for making any prohibited payments or other improper payments to government officials for engaging in prohibited transactions or with designated parties.

 

3]         Asset Declaration :

No records exist to suggest that the property or assets of the subject are derived from criminal conduct or a prohibited transaction.

 

4]         Record on Financial Crime :

            Charges or conviction registered against subject:                                                              None

 

5]         Records on Violation of Anti-Corruption Laws :

            Charges or investigation registered against subject:                                                          None

 

6]         Records on Int’l Anti-Money Laundering Laws/Standards :

            Charges or investigation registered against subject:                                                          None

 

7]         Criminal Records

No available information exist that suggest that subject or any of its principals have been formally charged or convicted by a competent governmental authority for any financial crime or under any formal investigation by a competent government authority for any violation of anti-corruption laws or international anti-money laundering laws or standard.

 

8]         Affiliation with Government :

No record exists to suggest that any director or indirect owners, controlling shareholders, director, officer or employee of the company is a government official or a family member or close business associate of a Government official.

 

9]         Compensation Package :

Our market survey revealed that the amount of compensation sought by the subject is fair and reasonable and comparable to compensation paid to others for similar services.

 

10]        Press Report :

            No press reports / filings exists on the subject.


 

CORPORATE GOVERNANCE

 

MIRA INFORM as part of its Due Diligence do provide comments on Corporate Governance to identify management and governance. These factors often have been predictive and in some cases have created vulnerabilities to credit deterioration.

 

Our Governance Assessment focuses principally on the interactions between a company’s management, its Board of Directors, Shareholders and other financial stakeholders.

 

CONTRAVENTION

 

Subject is not known to have contravened any existing local laws, regulations or policies that prohibit, restrict or otherwise affect the terms and conditions that could be included in the agreement with the subject.

 

FOREIGN EXCHANGE RATES

 

Currency

Unit

Indian Rupees

US Dollar

1

Rs. 54.88

UK Pound

1

Rs. 86.84

Euro

1

Rs. 70.20

 

INFORMATION DETAILS

 

Report Prepared by :

ACH

 


 

SCORE & RATING EXPLANATIONS

 

SCORE FACTORS

 

RANGE

POINTS

HISTORY

1~10

3

PAID-UP CAPITAL

1~10

3

OPERATING SCALE

1~10

3

FINANCIAL CONDITION

 

 

--BUSINESS SCALE

1~10

3

--PROFITABILIRY

1~10

3

--LIQUIDITY

1~10

3

--LEVERAGE

1~10

3

--RESERVES

1~10

3

--CREDIT LINES

1~10

3

--MARGINS

-5~5

-

DEMERIT POINTS

 

 

--BANK CHARGES

YES/NO

Yes

--LITIGATION

YES/NO

No

--OTHER ADVERSE INFORMATION

YES/NO

No

MERIT POINTS

 

 

--SOLE DISTRIBUTORSHIP

YES/NO

No

--EXPORT ACTIVITIES

YES/NO

Yes

--AFFILIATION

YES/NO

Yes

--LISTED

YES/NO

Yes

--OTHER MERIT FACTORS

YES/NO

Yes

TOTAL

 

27

 

This score serves as a reference to assess SC’s credit risk and to set the amount of credit to be extended. It is calculated from a composite of weighted scores obtained from each of the major sections of this report. The assessed factors and their relative weights (as indicated through %) are as follows:

 

Financial condition (40%)            Ownership background (20%)                 Payment record (10%)

Credit history (10%)                    Market trend (10%)                                Operational size (10%)

 


 

RATING EXPLANATIONS

 

 

RATING

STATUS

 

 

PROPOSED CREDIT LINE

>86

Aaa

Possesses an extremely sound financial base with the strongest capability for timely payment of interest and principal sums

 

Unlimited

71-85

Aa

Possesses adequate working capital. No caution needed for credit transaction. It has above average (strong) capability for payment of interest and principal sums

 

Large

56-70

A

Financial & operational base are regarded healthy. General unfavourable factors will not cause fatal effect. Satisfactory capability for payment of interest and principal sums

 

Fairly Large

41-55

Ba

Overall operation is considered normal. Capable to meet normal commitments.

 

Satisfactory

26-40

B

Capability to overcome financial difficulties seems comparatively below average.

 

Small

11-25

Ca

Adverse factors are apparent. Repayment of interest and principal sums in default or expected to be in default upon maturity

 

Limited with full security

<10

C

Absolute credit risk exists. Caution needed to be exercised

 

 

Credit not recommended

-

NB

                                       New Business

 

-

 

 

 

PRIVATE & CONFIDENTIAL : This information is provided to you at your request, you having employed MIPL for such purpose. You will use the information as aid only in determining the propriety of giving credit and generally as an aid to your business and for no other purpose. You will hold the information in strict confidence, and shall not reveal it or make it known to the subject persons, firms or corporations or to any other. MIPL does not warrant the correctness of the information as you hold it free of any liability whatsoever. You will be liable to and indemnify MIPL for any loss, damage or expense, occasioned by your breach or non observance of any one, or more of these conditions

This report is issued at your request without any risk and responsibility on the part of MIRA INFORM PRIVATE LIMITED (MIPL) or its officials.