MIRA INFORM REPORT

Report Date :

10.05.2014

IDENTIFICATION DETAILS

Name :	AZURE POWER INDIA PRIVATE LIMITED
Registered Office :	No.8, Local Shopping Complex, Madangir, Pushp Vihar, New Delhi – 110062
Country :	India
Financials (as on) :	31.03.2012
Date of Incorporation :	29.02.2008
Com. Reg. No.:	55-174774
Capital Investment / Paid-up Capital :	Rs.5.586 Millions
CIN No.: [Company Identification No.]	U40106DL2008PTC174774
TIN No.:	07130403193
PAN No.: [Permanent Account No.]	AAHCA0923G
Legal Form :	Private Limited Liability Company
Line of Business :	Manufacturer, Exporter and Trader of Solar Power Producer.
No. of Employees :	10 (Approximately) (In Group 150)

RATING & COMMENTS

MIRA’s Rating :

B (32)

RATING		STATUS	PROPOSED CREDIT LINE
26-40	B	Capability to overcome financial difficulties seems comparatively below average.	Small

Maximum Credit Limit :	USD 3700000
Status :	Moderate
Payment Behaviour :	Slow but correct
Litigation :	Clear
Comments :	Subject is an established company having a moderate track record. Management of the company has filed its financial for the year 2013 with the government department but the same could not be made available. As per available financial 2012, the company has incurred a loss from its operations. However, trade relations are fair. Business is active. Payments are reported to be slow but correct. The company can be considered for business dealings with some cautions.

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 – March 31, 2014

Country Name	Previous Rating (31.12.2013)	Current Rating (31.03.2014)
India	A1	A1

Risk Category	ECGC Classification
Insignificant	A1
Low	A2
Moderate	B1
High	B2
Very High	C1
Restricted	C2
Off-credit	D

INDIAN ECONOMIC OVERVIEW

US investment bank Goldman Sachs has upgraded its outlook on Indian markets as it expects positive impact of the election cycle.

India’s economy may grow 4.7 % in the current financial year, lower than the official estimate of 4.9 %, Fitch Rating said. The global rating agency expects the economy to pick up in the next two financial years.

Global ratings agency Standard & Poor said increasing focus by India Inc on lowering debt is likely to improve their credit profiles.

Singapore (1.1 million Indian tourists in 2012), Thailand (one million), the United Arab Emirates ().98 million) and Malaysia ().82 million) emerged as the preferred holidays hotspots for Indians. The total figure is expected to increase to 1.93 million by 2017, according to the latest Eurmonitor international report.

There is a $29.34 bn outward foreign direct investment by domestic companies between April and January of 2013/14 which has seen some signs of recovery according to a Care Ratings report.

There are 264 number of new companies being set up every day on average during 2014. Most of them are registered in Mumbai. India had 1.38 million registered companies at the end of January, 2014.

Twitter like messaging service Weibo Corporation has filed to raise $ 500 million via a US initial public offering. Alibaba, which owns a stake in Weibo is expected to raise about $ 15 billion New York this year in the highest profile Internet IPO since Facebook’s in 2012.

Bharti Airtel has raised Rs.2,453.2 crore (350 million Swiss Francs) by selling six-year bonds at a coupon rate of three per cent and maturing in 2020. This is the largest ever bond offering by an Indian company in Swiss Francs. Bharat Petroleum Corporation raised 175 million Swiss Francs by selling five year bonds at 2.98 % coupon rate in February.

Indian Oil Corporation plans to invest Rs.7650 crore in setting up a petrochemical complex at its almost complete Paradip refinery in Odhisha in three to four years. The company board is set to consider the setting up of a 700000 tonne per annum polypropylene plant at an estimated cost at Rs.3150 crore.

Global chief information officers at gathering in Bangalore in April to meet Indian startups at an event called Tech50 Watch out for Little Eye Labs-Facebook type deals in the making.

EXTERNAL AGENCY RATING

Rating Agency Name	ICRA
Rating	SP 1A
Rating Explanation	Highest performance capability and high financial strength
Date	03.07.2013

RBI DEFAULTERS’ LIST STATUS

Subject’s name is not enlisted as a defaulter in the publicly available RBI Defaulters’ list.

EPF (Employee Provident Fund) DEFAULTERS’ LIST STATUS

Subject’s name is not enlisted as a defaulter in the publicly available EPF (Employee Provident Fund) Defaulters’ list as of 31-03-2012.

INFORMATION PARTED BY

Name :	Mr. Nakul Upadhaya
Designation :	Company Secretary
Contact No.:	91-11-49409800
Date :	10.05.2014

LOCATIONS

Registered/ Corporate Office :	No.8, Local Shopping Complex, Madangir, Pushp Vihar, New Delhi – 110062, India
Tel. No.:	91-11-49409800
Fax No.:	91-11-49409807
E-Mail :	nakul.upadhaya@azurepower.com sales@azurepower.com info@azurepower.com
Website :	http://www.azurepower.com
US Office :	1054 31^st Street, NW, Suite 545, Washington, DC 20007
Tel. No.:	9+1202-333-3115

DIRECTORS

(AS ON 30.09.2013)

Name :	Mr. Natarajan Ranganathan
Designation :	Alternate Director
Address :	D-609, Sobha Garnet, Iblur junction, Sarjapur Road, Bangalore – 560102, Karnataka, India
Date of Birth/Age :	10.07.1965
Date of Appointment :	02.12.2010
DIN No.:	00218008
Name :	Mr. Harkanwal Singh Wadhwa
Designation :	Director
Address :	C-2324, Ranjit Avenue, Amritsar - 143001, Punjab, India
Date of Birth/Age :	16.12.1944
Date of Appointment :	29.02.2008
DIN No.:	00973651
Name :	Mr. Sanjeev Aggarwal
Designation :	Director
Address :	F1/10 DLF City, Gurgaon - 122002, Haryana, India
Date of Birth/Age :	27.03.1965
Date of Appointment :	10.11.2008
DIN No.:	01113742
Name :	Mr. Inderpreet Singh Wadhwa
Designation :	Managing Director
Address :	2324-C, Ranjit Avenue, Amritsar - 143001, Punjab, India
Date of Birth/Age :	06.10.1972
Date of Appointment :	29.02.2008
DIN No.:	02048659
Name :	Mr. William Bruce Elmore
Designation :	Nominee Director
Address :	800 High ST Apt 402, Palo Alto, CA, 94301, United States of America
Date of Appointment :	19.11.2013
Name :	Mr. Ashmeet Singh Sidana
Designation :	Director
Address :	1175, Stanley Way Palo Alto CA 94303
Date of Birth/Age :	08.09.1965
Date of Appointment :	10.11.2008
DIN No.:	02428789

KEY EXECUTIVES

Name :	Mr. Nakul Upadhaya
Designation :	Company Secretary
Address :	E - 2/8, Krishna Nagar, Delhi - 110051, India
Date of Birth/Age :	01.09.1988
Date of Appointment :	08.09.2011
PAN No.:	ABUPU9555B

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

(AS ON 30.09.2013)

Name of Shareholders	No of Equity Shares	No of Preference Shares
Wadhwa Singh Inderpreet	96497	--
Wadhwa Singh Harkanwal	5000	--
Azure Power Inc., USA	5700	--
Helion Ventures Partners II LLC, Mauritius	10	198038
FC VI India Venture (Mauritius) Limited, Mauritius	10	241485
International Finance Corporation, USA	10	77711
Sanghera Singh Satnam	1633	--
Duetsche Investitionund Entwicklungsges Ellschaft MBH (DEG), Germany	10	--
Proparco, Paris	10	--
Proparco, Paris	--	140000
Helion Ventures Partners India II LLC, Mauritius	--	16810
Total	108880	674044

(AS ON 30.09.2013)

Equity Shares Break – up

Category	Percentage
Foreign holdings [Foreign institutional investors, Foreign Companies, Foreign Financial Institutions, Non-resident Indian or Overseas corporate bodies or others]	86.82
Directors or relatives of directors	13.18
Total	100.00

BUSINESS DETAILS

Line of Business :	Manufacturer, Exporter and Trader of Solar Power Producer.
Imports :
Products :	Raw Materials
Terms :
Selling :	Cash and Credit
Purchasing :	Cash and Credit

GENERAL INFORMATION

Customers :

Retailers and Others

No. of Employees :

10 (Approximately) (In Group 150)

Bankers :

· Central Bank of India Limited

Press Area Branch, 3, Link House, BSZ Marg, New Delhi - 110002, India

Facilities :

Secured Loans	31.03.2013	31.03.2012
	(Rs. In Millions)
Long Term Borrowings
5% Compulsory Convertible Debentures	680.390	246.620
10% Compulsory Convertible Debenture	246.620	0.000
Term Loans – Indian Rupee Loan from Banks	1.747	1.402
Total	928.757	248.022

Banking Relations :	--
Financial Institution :	· Reliance Capital Limited H Block 1^st Floor, Dhirubhai Ambani Knowledge City, Koparkhairne, Navi Mumbai – 400710, Maharashtra, India
Auditors :
Name :	S. V. Ghatalia and Associates (Mr. Rajeev Sawhney) Chartered Accountants
Address :	6th Floor, H T House, 18-20, Kasturba Gandhi Marg, New Delhi – 110001, India
Tel No.:	91-11-43633000
Fax No.:	91-11-43633200
PAN No.:	AACFS6921Q
Associates/Subsidiaries :	· Azure Power (Punjab) Private Limited · Azure Power (Haryana) Private Limited · Azure Power (Gujrat) Private Limited · Azure Power (Karnataka) Private Limited · Azure Power (Rajasthan) Private Limited · Azure Power (Raj.) Private Limited · Azure Power Infrastructure Private Limited · Azure Surya Private Limited · Azure Urja Private Limited · Azure Sun Energy Private Limited · Azure Solar Private Limited · Azure Photovoltaic Private Limited · Azure Solar Solutions Private Limited · Azure Sunrise Private Limited · Azure Sunlight Private Limited · Azure Renewable Energy Private Limited · Azure Clean Energy Private Limited · Azure Green Tech Private Limited · Azure Sunshine Private Limited

CAPITAL STRUCTURE

(AS ON 30.09.2013)

Authorised Capital :

No. of Shares	Type	Value	Amount
43333333	Equity Shares	Rs.10/- each	Rs.433.333 Millions
86666667	Preference Shares	Rs.10/- each	Rs.866.667 Millions
	Total		Rs.1300.000 Millions

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
108880	Equity Shares	Rs.10/- each	Rs.1.089 Millions
674044	Preference Shares	Rs.10/- each	Rs.6.740 Millions
	Total		Rs.7.829 Millions

(AS ON 31.03.2012)

Authorised Capital :

No. of Shares	Type	Value	Amount
43333333	Equity Shares	Rs.10/- each	Rs.433.333 Millions
86666667	Preference Shares	Rs.10/- each	Rs.866.667 Millions
	Total		Rs.1300.000 Millions

Issued, Subscribed & Paid-up Capital:

No. of Shares	Type	Value	Amount
108870	Equity Shares	Rs.10/- each	Rs.1.089 Millions
449696	Preference Shares	Rs.10/- each	Rs.4.497 Millions
	Total		Rs.5.586 Millions

FINANCIAL DATA

[All figures are in Rupees Millions]

ABRIDGED BALANCE SHEET

SOURCES OF FUNDS	31.03.2012	31.03.2011
I. EQUITY AND LIABILITIES
(1)Shareholders' Funds
(a) Share Capital	5.586	3.287
(b) Reserves & Surplus	931.123	558.801
(c) Money received against share warrants	0.000	0.000
(2) Share Application money pending allotment	0.000	0.000
Total Shareholders’ Funds (1)+(2)	936.709	562.088
(3) Non-Current Liabilities
(a) long-term borrowings	928.757	248.022
(b) Deferred tax liabilities (Net)	8.221	0.000
(c) Other long term liabilities	112.373	13.736
(d) long-term provisions	2.762	1.314
Total Non-current Liabilities (3)	1,052.113	263.072
(4) Current Liabilities
(a) Short term borrowings	0.000	0.000
(b) Trade payables	8.862	0.531
(c) Other current liabilities	13.932	9.593
(d) Short-term provisions	0.917	0.158
Total Current Liabilities (4)	23.711	10.282
TOTAL	2,012.533	835.442
II. ASSETS
(1) Non-current assets
(a) Fixed Assets
(i) Tangible assets	9.855	6.650
(ii) Intangible Assets	0.416	0.000
(iii) Capital work-in-progress	0.000	728.855
(iv) Intangible assets under development	0.000	0.000
(b) Non-current Investments	1,695.377	0.000
(c) Deferred tax assets (net)	0.000	0.000
(d) Long-term Loan and Advances	2.433	0.000
(e) Other Non-current assets	0.834	0.934
Total Non-Current Assets	1,708.915	736.439
(2) Current assets
(a) Current investments
(b) Inventories
(c) Trade receivables	23.369	0.000
(d) Cash and cash equivalents	38.800	88.880
(e) Short-term loans and advances	221.871	9.573
(f) Other current assets	19.578	0.550
Total Current Assets	303.618	99.003
TOTAL	2,012.533	835.442

PROFIT & LOSS ACCOUNT

	PARTICULARS		31.03.2012	31.03.2011
	SALES
		Revenue from Operations	295.737	0.000
		Other Income	53.917	39.764
		TOTAL (A)	349.654	39.764
Less	EXPENSES
		Purchases of Traded Goods	74.042	0.000
		Employees Benefits Expense	80.304	26.352
		Other Expenses	93.357	20.187
		TOTAL (B)	247.703	46.539
Less	PROFIT/(LOSS) BEFORE INTEREST, TAX, DEPRECIATION AND AMORTISATION (A-B) (C)		101.951	(6.775)
Less	FINANCIAL EXPENSES (D)		99.004	14.371
	PROFIT/(LOSS) BEFORE TAX, DEPRECIATION AND AMORTISATION (C-D) (E)		2.947	(21.146)
Less/ Add	DEPRECIATION/ AMORTISATION (F)		1.714	1.036
	PROFIT/(LOSS) BEFORE TAX (E-F) (G)		1.233	(22.182)
Less	TAX (H)		8.221	0.000
	PROFIT/(LOSS) AFTER TAX (G-H) (I)		(6.988)	(22.182)
Add	PREVIOUS YEARS’ BALANCE BROUGHT FORWARD		(48.110)	(25.928)
	BALANCE CARRIED TO THE B/S		(55.098)	(48.110)
	Import Value – Trading Goods		0.991	0.000
	Earnings Per Share (Rs.)		(64.20)	(203.76)

KEY RATIOS

PARTICULARS		31.03.2012	31.03.2011
PAT / Total Income	(%)	(2.00)	(55.78)
Net Profit Margin (PBT/Sales)	(%)	0.42	0.00
Return on Total Assets (PBT/Total Assets}	(%)	0.39	(20.81)
Return on Investment (ROI) (PBT/Networth)		0.00	(0.04)
Debt Equity Ratio (Total Debt/Networth)		0.99	0.44
Current Ratio (Current Asset/Current Liability)		12.80	9.63

FINANCIAL ANALYSIS

[All figures are in Rupees Millions]

DEBT EQUITY RATIO

Particular	31.03.2011	31.03.2012
	(INR in Mlns.)	(INR in Mlns.)
Share Capital	3.287	5.586
Reserves & Surplus	558.801	931.123
Net worth	562.088	936.709
long-term borrowings	248.022	928.757
Short term borrowings	0.000	0.000
Total borrowings	248.022	928.757
Debt/Equity ratio	0.441	0.992

LOCAL AGENCY FURTHER INFORMATION

Sr. No.	Check List by Info Agents	Available in Report (Yes / No)
1]	Year of Establishment	Yes
2]	Locality of the firm	Yes
3]	Constitutions of the firm	Yes
4]	Premises details	No
5]	Type of Business	Yes
6]	Line of Business	Yes
7]	Promoter's background	Yes
8]	No. of employees	Yes
9]	Name of person contacted	Yes
10]	Designation of contact person	Yes
11]	Turnover of firm for last two years	Yes
12]	Profitability for last two years	Yes
13]	Reasons for variation <> 20%	-----
14]	Estimation for coming financial year	No
15]	Capital in the business	Yes
16]	Details of sister concerns	Yes
17]	Major suppliers	No
18]	Major customers	No
19]	Payments terms	Yes
20]	Export / Import details (if applicable)	Yes
21]	Market information	-----
22]	Litigations that the firm / promoter involved in	-----
23]	Banking Details	Yes
24]	Banking facility details	Yes
25]	Conduct of the banking account	-----
26]	Buyer visit details	-----
27]	Financials, if provided	Yes
28]	Incorporation details, if applicable	Yes
29]	Last accounts filed at ROC	No
30]	Major Shareholders, if available	Yes
31]	Date of Birth of Proprietor/Partner/Director, if available	Yes
32]	PAN of Proprietor/Partner/Director, if available	Yes
33]	Voter ID No of Proprietor/Partner/Director, if available	No
34]	External Agency Rating, if available	Yes

CONTINGENT LIABILITIES

Particulars	31.03.2012	31.03.2011
	(Rs. In Millions)
Guarantee and counter guarantee given by the company	1.300	1.100

INDEX OF CHARGES:

S.No.	Charge ID	Date of Charge Creation/Modification	Charge amount secured	Charge Holder	Address	Service Request Number (SRN)
1	10471894	30/12/2013	500,000,000.00	RELIANCE CAPITAL LTD	"H" BLOCK 1ST FLOOR, DHIRUBHAI AMBANI KNOWLEDGE CITY, KOPARKHAIRNE, NAVI MUMBAI, MAHARASHTRA - 400710, INDIA	B94087921
2	10448445	25/07/2013	1,150,000,000.00	CENTRAL BANK OF INDIA LIMITED	PRESS AREA BRANCH, 3, LINK HOUSE, BSZ MARG, NEW  DELHI- 110002, INDIA	B84676485
3	10374956	11/09/2012	3,503,983,505.00	DEUTSCHE BANK TRUST COMPANY AMERICAS	60 Wall STREET, NEW YORK, - 10005, UNITED STATES  OF AMERICA	B57460396

FIXED ASSETS:

· Plant and Equipment

· Furniture and Fixture

· Vehicles

· Office Equipment

· Computers

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 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 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 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.59.99
UK Pound	1	Rs.101.75
Euro	1	Rs.83.48

INFORMATION DETAILS

Analysis Done by :	RAS
Report Prepared by :	NIT

SCORE & RATING EXPLANATIONS

SCORE FACTORS	RANGE	POINTS
HISTORY	1~10	4
PAID-UP CAPITAL	1~10	4
OPERATING SCALE	1~10	4
FINANCIAL CONDITION
--BUSINESS SCALE	1~10	4
--PROFITABILIRY	1~10	2
--LIQUIDITY	1~10	4
--LEVERAGE	1~10	3
--RESERVES	1~10	4
--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	NO
--AFFILIATION	YES/NO	YES
--LISTED	YES/NO	NO
--OTHER MERIT FACTORS	YES/NO	YES
DEFAULTER
--RBI	YES/NO	NO
--EPF	YES/NO	NO
TOTAL		32

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.