MAHINDRA SUSTEN PRIVATE LIMITED

(FORMERLY KNOWN AS MAHINDRA EPC SERVICES PRIVATE LIMITED)

DIRECTORS’ REPORT
Your Directors present their Seventh Report together with the Audited Standalone Financial Statements of your Company for the
financial year ended March 31, 2017.
FINANCIAL HIGHLIGHTS AND STATE OF COMPANY’S AFFAIRS

(Rupees in Crores)
For the year ended For the year ended
Particulars March 31, 2017# March 31, 2016#
Income
Revenue from Operations (Gross) 1,229.75 1,001.94
Less: Excise Duty – –
Revenue from Operations (Net) 1,229.75 1,001.94
Other Income 24.62 7.72
Total Income 1,254.37 1,009.67
Expenses
Cost of Raw Material and Components Consumed 876.59 771.89
(Increase)/Decrease in inventories 1.01 (1.49)
Employee Benefit Expenses 70.41 46.44
Other Expenses 231.38 157.76
Depreciation and Amortization Expenses 4.60 2.79
Finance Costs 3.42 (0.36)
Total Expenses 1,187.42 977.03
Profit/(Loss) before Tax 66.95 32.64
Provision for Tax 25.06 11.73
Profit for the year from continuing operations 41.89 20.91
Other comprehensive income (0.14) (0.09)
Balance of Profit from earlier years 74.39 53.57
Balance carried forward 116.14 74.39
Amount carried forward to reserves 116.14 74.39
Net worth 550.33 223.50
# The aforesaid financial highlights are based on the Company’s first Indian Accounting Standards (‘Ind AS’) Audited Standalone
Financial Statements for the year ended 31st March, 2017 prepared in accordance with the Accounting Standards as notified under
section 133 of the Companies Act, 2013. Figures for the year ended 31st March, 2016 have been restated as per Ind AS to make
them comparable with the figures for the year ended 31st March, 2017.
No material changes and commitments have occurred after the grand ambitions of the Central Government of achieving
the closure of the year under review till the date of this report 175 Gigawatts (GW) capacity by 2022. This augurs well for
which would affect the financial position of the Company. the Company to take advantage of the volume expansion for
achieving higher growth.
OPERATIONS OF THE COMPANY
Keeping the competition in mind and enhancing our value
During the year under review, the Company recorded a 25% offering, the Company has started selling trackers from the
increase in revenues over the previous year at Rs. 1,254 crores. current year. The Company is diversifying its offerings by
This has been achieved on the back of increase in projects focusing on adjacencies helping in achieving the vision of
under execution. With an improvement in margins, the Profit becoming an integrated green solutions entity.
After Tax (PAT) touched Rs. 42 crores, an almost 100% increase
over PAT of FY 2015-16. A significant achievement during the FINANCIAL PERFORMANCE/OPERATIONS OF THE
year was the execution of a 260 Megawatts (MW) project in SUBSIDIARIES
Andhra Pradesh for a very prestigious international client. The The Company has nine (9) subsidiaries, the operations of which
policy environment continues to be positive and supportive of are mentioned below for the information of the shareholders:

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 MAHINDRA SUSTEN PRIVATE LIMITED
(FORMERLY KNOWN AS MAHINDRA EPC SERVICES PRIVATE LIMITED)

Mahindra Renewables Private Limited (“MRPL”) (Formerly India (SECI) and secured debt financing as well. The project
known as ‘Mahindra Offgrid Services Private Limited’) construction work is in progress and the plant is expected to
be commissioned shortly.
MRPL has been exploring various opportunities in the renewable
energy space. During the year under review, MRPL has made Neo Solren Private Limited (“Neo”)
investments in its two wholly owned subsidiaries viz., Divine Neo is setting up solar power plant of 42 MW AC in
Solren Private Limited, which is setting up a 50 Megawatts Wadekothapally District in the State of Telangana. The
(MW) Alternate Current (“AC”) solar power project at Adilabad Company has incurred expenditure amounting to Rs. 9.92
District in the state of Telangana, and Neo Solren Private crores till 31st March 2017 for setting up these power plants.
Limited, which is setting up a 42 MW AC solar power project The Company has signed the Power Purchase Agreement
at Wadekothapally District in the state of Telangana. MRPL has (PPA)with the Northern Power Distribution Company of
also won 250 MW AC solar power project to be executed in Telangana Limited and secured debt financing as well. The
Rewa Ultra Mega Solar Park in the State of Madhya Pradesh. project construction work is in progress and the plant is
MRPL’s income for the year was Rs. 183.70 lakhs compared expected to be commissioned shortly.
to Rs. 606.23 lakhs in the previous year. Loss after tax for the Neo’s income for the year was Rs. 129.64 Lakhs as compared
year was at Rs. 272.12 lakhs as compared to Profit after tax of to Rs. 13.64 Lakhs in the previous year. Profit after tax for the
Rs. 346.30 lakhs in the previous year. year was at Rs. 19.03 Lakhs as compared to Loss after tax of
Brightsolar Renewable Energy Private Limited (“Brightsolar”) Rs. 33.72 Lakhs in the previous year.

Brightsolar has successfully operated the 10 MW AC solar Marvel Solren Private Limited (“Marvel”)
power plant at Anantapur, District in the state of Andhra During the year, there were no operations in Marvel.
Pradesh. Brightsolar has earned Rs. 1,203.48 lakhs from the
Mahindra Suryaurja Private Limited (“Suryaurja”)
sale of power during the year. The foreign exchange exposure
has been fully hedged to protect against adverse currency During the year, Mahindra Renewables Private Limited (Wholly
movements by way of full currency swap. Owned Subsidiary) had purchased 100% stake held by
Mahindra Solar One Private Limited in Suryaurja, and thereby
Brightsolar’s income for the year was Rs. 1,221.67 lakhs as
Suryaurja became subsidiary of the Company. During the year,
compared to Rs. 330.29 lakhs in the previous year. Profit after
there were no operations in Suryaurja.
tax for the year was Rs. 22.78 lakhs as compared to Loss after
tax of Rs. 39.69 lakhs in the previous year. Machinepulse Tech Private Limited (Machinepulse)
Cleansolar Renewable Energy Private Limited (“Cleansolar”) During the year, there were no operations in Machinepulse.
Cleansolar has successfully commissioned the 30 MW AC DIVIDEND
solar power plant at Tandur District in the state of Telangana. Your Directors do not recommend any dividend with a view
Cleansolar has earned Rs. 2,317.22 lakhs from the sale of to conserve resources for the future growth of your Company.
power post commissioning. The foreign exchange exposure
has been fully hedged to protect against adverse currency HOLDING COMPANY
movements by way of full currency swap. Your Company continues to remain wholly owned subsidiary of
Cleansolar’s income for the year was Rs. 2,353.05 lakhs Mahindra Holdings Limited.
compared to Rs. 101.81 lakhs in the previous year. Profit after SUBSIDIARIES
tax for the year was Rs. 137.84 lakhs as compared to Loss after During the year, Mahindra Renewables Private Limited (Wholly
tax of Rs. 60.90 lakhs in the previous year. Owned Subsidiary) had purchased 100% stake held by
Divine Solren Private Limited (“Divine”) Mahindra Solar One Private Limited in Suryaurja, and thereby
Suryaurja became subsidiary of the Company.
Divine is setting up solar power plant of 50 MW AC in Adilabad
District in the State of Telangana. The Company has incurred None of the subsidiaries of the Company have declared
expenditure amounting to Rs. 302 Crores till 31st March 2017 dividend during the year.
for setting up these power plants. The Company has signed A Report on the performance and financial position of each of
the Power Purchase Agreement with the Northern Power the subsidiaries and their contribution to the overall performance
Distribution Company of Telangana Limited and secured debt of the Company is provided in Form AOC-1, as Annexure I and
financing as well. The project construction work is in progress forms part of this Annual Report.
and the plant is expected to be commissioned shortly.
DEMATERIALISATION OF SHARES
Astra Solren Private Limited (“Astra”)
The shares of your Company had been admitted for
Astra is setting up 2 solar power plants of 40 MW AC and 25 dematerialisation with National Securities Depository Limited
MW AC in Charanka Solar Park, Gujarat. Astra has incurred during the year. The International Securities Identification
expenditure amounting Rs. 377 crores till 31st March 2017 for Number (ISIN) allotted to the Company is INE224X01010. Your
setting up these power plants. Astra has signed the Power Company has appointed M/s. Karvy Computershare Private
Purchase Agreements (PPA) with Solar Energy Corporation of Limited as the Registrar and Share Transfer Agent.

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 MAHINDRA SUSTEN PRIVATE LIMITED
(FORMERLY KNOWN AS MAHINDRA EPC SERVICES PRIVATE LIMITED)

ALTERATION OF MEMORANDUM OF ASSOCIATION Sr. Name of the DIN Executive/ Independent/ No. of
The Memorandum of Association of your Company was No. Director Non- Non- meetings
Executive Independent attended
changed for the following purpose(s):- Director Director
Capital Clause: Increase in Authorized Share Capital
•  2 Mr. Satish Non – Non –
from Rs. 100 Crores to Rs. 150 Crores; Kamat 01536698 Executive Independent 3
Director Director
Objects Clause: Expansion of existing main objects
•  3 Mr. AKT Chari Non – Independent
clause of the Company to inter alia include carrying on 00746153 Executive Director 3
Director
the business as a producer and distributor of solar power, 4 Mr. Noshir Non – Independent
act as solar energy consultants and to carry out Dastur 00493177 Executive Director 4
manufacturing of all parts/components/equipments, which Director
are required for setting up, generation, running, operation 5 Mr. Ranjan Non – Non –
Pant 00005410 Executive Independent 2
and maintenance at any manufacturing plant.
Director Director
6 Ms. Anita Non – Non –
SHARE CAPITAL Arjundas 00243215 Executive Independent 2
Authorized Share Capital Director Director
7 Mr. Parag Non – Non –
The Authorized Share Capital of your Company as on March 31, Shah 00374944 Executive Independent 4
2017 stood at Rs. 150,00,00,000/- (Rupees One Hundred and Director Director
Fifty Crores Only) divided into 15,00,00,000 (Fifteen Crores) equity Mr. Parag Shah (DIN: 00374944) was appointed as an
shares of the face value of Rs. 10/- (Rupees Ten only) each. Additional Director at the Board meeting held on October 09,
Further issue of Share Capital 2015. The Company had received notice along with requisite
deposit from a Member under Section 160 of the Companies
During the year under review, your Company made the following
Act, 2013, signifying its intention to propose Mr. Parag Shah
allotments to Mahindra Holdings Limited on Rights Basis:
as candidate for office of Director of the Company. At the 6th
• 
Allotment of 36,25,000 (Thirty Six Lakhs Twenty Five (Sixth) Annual General Meeting (“AGM”) of your Company
Thousand) equity shares of the face value of Rs. 10/- held on July 28, 2016, the appointment of Mr. Parag Shah as
each at the premium of Rs. 30/- per share aggregating to the Director was approved by the members.
Rs. 14.5 crores on August 12, 2016. Mr. Ranjan Pant (DIN: 00005410) retires by rotation at the
• Allotment of 3,22,25,000 (Three Crores Twenty Two Lakhs forthcoming AGM and being eligible, has offered himself for
Twenty five Thousand) equity shares of the face value re-appointment.
of Rs. 10/- each at the premium of Rs. 30/- per share During the year under review, the Board of Directors met four
aggregating to Rs. 128.9 crores on September 13, 2016. times i.e. on April 28, 2016, July 28, 2016, October 28, 2016
• Allotment of 1,38,00,000 (One Crore Thirty Eight Lakhs) and February 02, 2017.
equity shares of the face value of Rs. 10/- each at the The Company has received declarations from Mr. AKT Chari
premium of Rs. 30/- per share aggregating to Rs. 55.2 and Mr. Noshir Dastur, Independent Directors to the effect that
crores on December 12, 2016. they meet the criteria of independence as provided in Sub-
• Allotment of 1,83,40,000 (One Crore Eighty Three Lakhs section 6 of Section 149 of the Companies Act, 2013.
Forty Thousand) equity shares of the face value of Rs. 10/- All the Directors of your Company including the Independent
each at the premium of Rs. 37/- per share aggregating to Directors have given requisite declarations pursuant to
Rs. 86.20 crores on March 28, 2017. Section 164 of the Companies Act, 2013 that they are not
disqualified to be appointed as Directors of your Company.
Consequent to the above allotments, the issued, subscribed
and paid-up share capital of your Company as on March 31, COMMITTEES OF THE BOARD AND NUMBER OF
2017 stood at Rs. 138,26,17,280/- divided into 13,82,61,728 COMMITTEE MEETINGS
equity shares of the face value of Rs. 10/- each.
The following are the details of Committees of the Board:-
BOARD OF DIRECTORS i) Nomination and Remuneration Committee (“NRC”):
Composition and number of meetings attended: The NRC members of the Board of Directors met once
The Composition and the attendance at the meeting of the during the year under review, i.e. on April 28, 2016.
Board are as under:- The Composition and the attendance at the meeting of
Sr. Name of the DIN Executive/ Independent/ No. of the NRC is as under:
No. Director Non- Non- meetings
Sr. Name of Directors Designation No. of meetings
Executive Independent attended
Director Director No. attended
1 Mr. K. Non – Non – 1 Mr. Noshir Dastur Member 1
Chandrasekar 01084215 Executive Independent 2 2 Mr. AKT Chari Member 0
Director Director 3 Mr. K. Chandrasekar Member 1

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 MAHINDRA SUSTEN PRIVATE LIMITED
(FORMERLY KNOWN AS MAHINDRA EPC SERVICES PRIVATE LIMITED)

ii) Audit Committee (“AC”): KEY MANAGERIAL PERSONNEL

The AC members of the Board of Directors met thrice during Pursuant to the provisions of Section 2(51) and Section 203
the year under review, i.e. on April 28, 2016, October 28, 2016 of the Companies Act, 2013 read with the Companies
and February 02, 2017. (Appointment and Remuneration of Managerial Personnel)
Rules, 2014, following appointments/changes in Key
The Composition and the attendance at the meeting of the AC
Managerial Personnel took place.
is as under:
Sr. Name of Directors Designation No. of meetings Mr. Mandar Joshi (ACS: 21351) was appointed as Company
No. attended Secretary (CS) with effect from July 28, 2016 pursuant to
resignation of Mr. Mohammed Slatewala (ACS: 30888), as CS
1 Mr. Noshir Dastur Member 3 with effect from June 20, 2016.
2 Mr. AKT Chari Member 2
The Key Managerial Personnel of the Company as on
3 Mr. K. Chandrasekar Member 1 March 31, 2017 were as follows:-
All the recommendations made by the Audit Committee have • Chief Executive Officer: - Basant Jain
been accepted by the Board. • Chief Financial Officer: - Roshan Gandhi
iii) Corporate Social Responsibility (“CSR”) Committee: • Company Secretary: - Mandar Joshi
The CSR Committee members of the Board of Directors met EVALUATION OF PERFORMANCE OF DIRECTORS
once during the year under review, i.e. on April 28, 2016.
The Board of Directors has adopted a process for annual
The Composition and the attendance at the meeting of the evaluation of its own performance and that of its committees
CSR Committee is as under: and individual directors. Questionnaires for annual evaluation
Sr. Name of Directors Designation No. of meetings were circulated to all Directors, whose responses were
No. attended submitted to the Chairman of the Meeting for facilitating
the formal annual evaluation. The Directors expressed their
1 Mr. Satish Kamat Member 1 satisfaction with the evaluation process.
2 Mr. AKT Chari Member 0
DIRECTORS’ RESPONSIBILITY STATEMENT
3 Mr. K. Chandrasekar Member 1
Pursuant to Section 134(5) of the Companies Act, 2013,
your Directors, based on representation from operating
iv) Key Executives Stock Option Scheme Committee:
management and after due enquiry confirm that:
The Key Executives Stock Option Scheme Committee
• In the preparation of the annual accounts, the applicable
members of the Board of Directors did not meet during the
accounting standards have been followed along with
year under review.
proper explanation relating to material departures;
The Composition of the Executives Stock Option Scheme
Committee is as under: • 
The Directors have selected such accounting policies
and applied them consistently and made judgments and
Sr. Name of Directors Designation
estimates that are reasonable and prudent so as to give
No.
a true and fair view of the state of affairs of the Company
1 Mr. Satish Kamat Member
at the end of the financial year and of the Profit of the
2 Mr. AKT Chari Member
3 Mr. K. Chandrasekar Member Company for that period;

MEETING OF THE INDEPENDENT DIRECTORS • The Directors have taken proper and sufficient care for
the maintenance of adequate accounting records in
The Independent Directors of the Company met on
accordance with the provisions of this Act for safeguarding
October 28, 2016 without the presence of the other Directors
the assets of the company and for preventing and
and Management Personnel. The Meeting was conducted in
detecting fraud and other irregularities;
an informal and flexible manner to enable the Independent
Directors to discuss matters pertaining to inter alia, review • The Directors have prepared the annual accounts on a
of performance of Non-Independent Directors and the Board going concern basis;
as a whole and assess the quality, quantity and timeliness of
flow of information between the Company Management and • 
The Directors have ensured that there exist adequate
the Board, that is necessary for the Board to effectively and internal financial controls with reference to financial
reasonably perform their duties. statements; and

The 6th (Sixth) Annual General Meeting of your Company was • 

The Directors have devised proper systems to ensure
held on July 28, 2016. There were two Extra-ordinary General compliance with the provisions of all applicable laws
Meetings of your Company i.e. on August 05, 2016 and and that such systems were adequate and operating
November 08, 2016. effectively.

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 MAHINDRA SUSTEN PRIVATE LIMITED
(FORMERLY KNOWN AS MAHINDRA EPC SERVICES PRIVATE LIMITED)

POLICY ON CRITERIA FOR APPOINTMENT/REMOVAL OF Provisions relating to Cost Audit were not applicable to your
DIRECTORS AND SENIOR MANAGEMENT PERSONNEL Company during Financial Year 2016-17.
AND POLICY ON REMUNERATION OF DIRECTORS, KEY
INTERNAL AUDITORS
MANAGERIAL PERSONNEL AND OTHER EMPLOYEES
Pursuant to Section 138 of the Companies Act, 2013 read
In line with the principles of transparency and consistency and with the Companies (Accounts) Rules, 2014, M/s. Acquisory
upon recommendation of the Nomination and Remuneration Consulting LLP, was appointed as the Internal Auditor of your
Committee, your Board had approved: Company for the year ended 31st March, 2017.
• Policy on the appointment/removal of Directors and
SECRETARIAL AUDITORS
senior management personnel, together with the criteria
for determining qualifications, positive attributes and Pursuant to Section 204 of the Companies Act, 2013 read with
independence of Directors, the Companies (Appointment and Remuneration of Managerial
• Policy on the remuneration of Directors, key managerial Personnel) Rules, 2014, your Company has appointed M/s.
personnel and other employees. Sandeep Parekh & Co. Practicing Company Secretaries,
(Certificate of Practice No. 7693) to undertake Secretarial Audit
These policies are attached herewith as Annexure II and the of the Company.
same forms part of this report.
A secretarial audit report for the financial year ended
RISK MANAGEMENT POLICY
March 31, 2017 issued by the Secretarial Auditor, pursuant to
Your Board has formulated a policy for the management of the aforesaid provisions is attached herewith in the prescribed
risks identifying therein the elements of risks including those, Form MR 3 as Annexure III, and the same forms part of this
which in the opinion of the Board may threaten the existence report.
of the Company and steps to be taken to mitigate the same.
The Secretarial Audit Report does not contain any qualification,
Your Board is hopeful that the implementation of the policy will reservation or adverse remark.
be helpful in anticipating and avoiding risks and enabling the
Company to manage the same, if confronted with. REPORTING OF FRAUDS BY AUDITORS

VIGIL MECHANISM During the period under review, the Statutory Auditor and
Secretarial Auditor have not reported any instances of frauds
In accordance with Section 177(9) of the Companies Act, 2013 committed in the Company by its officers or employees to
read with Rule 7 of the Companies (Meetings of the Board and the Board/Audit Committee under Section 143(12) of the
its Powers) Rules, 2014 your Company has implemented the Companies Act 2013, details of which needs to be mentioned
Vigil Mechanism through the Company’s Whistleblower Policy in this report.
for directors and employees to report genuine concerns. It
provides for adequate safeguards against victimization of CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION
persons who use such mechanism and makes provision for AND FOREIGN EXCHANGE EARNINGS AND OUTGO
direct access to the Chairperson of the Audit Committee in The particulars relating to the Energy Conservation, Technology
appropriate or exceptional cases. Absorption and Foreign Exchange Earnings and Outgo, as
STATUTORY AUDITORS required under Section 134(3)(m) of the Companies Act,
2013 read with the Companies Rule 8(3) of the Companies
At the 6th (Sixth) Annual General Meeting (“AGM”) of your (Accounts) Rules, 2014 are attached herewith as Annexure IV
Company held on July 28, 2016, M/s. B. K. Khare & Co., and the same forms part of this report.
Chartered Accountants, (ICAI registration Number 105102W)
was appointed as the statutory auditor of your Company to PARTICULARS OF EMPLOYEES AS REQUIRED UNDER
hold office from the conclusion of the Sixth AGM until the RULE 5(2) OF THE COMPANIES (APPOINTMENT AND
conclusion of Seventh AGM. REMUNERATION OF MANAGERIAL PERSONNEL) RULES,
Pursuant to the provision of Section 139 of the Companies Act, 2014
2013, the members are requested to appoint M/s. B. K. Khare Being unlisted Company, provisions of Rule 5 of the Companies
& Co., Chartered Accountants, (ICAI registration Number (Appointment and Remuneration of Managerial Personnel)
105102W) for a period of three years at the ensuing AGM and Rules, 2014 are not applicable to your Company.
to fix their remuneration, subject to ratification at every AGM.
As required under the provisions of Sections 139 and 141 of CORPORATE SOCIAL RESPONSIBILITY (CSR) POLICY
the Companies Act, 2013 read with the Companies (Audit and The Board had, pursuant to the recommendation of the
Auditors) Rules, 2014, your Company has obtained a written Corporate Social Responsibility Committee approved the
consent and certificate from the Statutory Auditors to the effect Corporate Social Responsibility Policy (“CSR Policy”) and
that their appointment, if made, would be in conformity with the same is being implemented by the Company. The CSR
the conditions, limits and criteria specified therein. Policy including a brief overview of the projects or programs
Your Directors confirm that the Auditors Report for Financial proposed to be undertaken can be accessed at the Company’s
Year 2016-17 does not contain any qualifications, reservations website through the Web-link: http://www.mahindrasusten.
or adverse remarks. com/images/reports/CSR-policy.pdf

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 MAHINDRA SUSTEN PRIVATE LIMITED
(FORMERLY KNOWN AS MAHINDRA EPC SERVICES PRIVATE LIMITED)

A detailed annual report on the CSR activities undertaken by INTERNAL FINANCIAL CONTROLS
your Company in Financial Year 2016-17, is attached herewith Pursuant to Rule 8 of the Companies (Accounts) Rules, 2014,
as Annexure V and the same forms part of this report. based on the representation received and after due enquiry,
PARTICULARS OF LOANS, GUARANTEES OR your Directors confirm that they have laid down internal
INVESTMENTS UNDER SECTION 186 OF THE COMPANIES financial controls with reference to the Financial Statements
ACT, 2013 AND DEPOSITS UNDER CHAPTER V OF THE and these controls are adequate.
COMPANIES ACT, 2013 DISCLOSURE AS PER THE SEXUAL HARASSMENT OF
Your Company has not accepted any deposits from the public, WOMEN AT WORKPLACE (PREVENTION, PROHIBITION
or its employees, during the year under review. There were AND REDRESSAL) ACT, 2013
no other deposits falling under Rule 2(1)(c) of the Companies The Company has in place an Anti-Sexual Harassment Policy
(Acceptance of Deposits) Rules, 2014 at the beginning of the in line with the requirements of the Sexual Harassment of
year, during the year and at the end of the year. There are no Women at Workplace (Prevention, Prohibition and Redressal)
deposits which are not in compliance with the requirement of Act, 2013. Internal Complaints Committee (ICC) has been set
Chapter V of the Companies Act, 2013. up to redress the complaints received, if any, regarding sexual
harassment. During the year under review, no complaints were
Particulars of loans given and investments made pursuant to
received under the said Act.
Section 186 of the Companies Act, 2013 are given under Note
No. 6 and 7 of the financial statements and the same form part GENERAL DISCLOSURES
of this Report. Your Directors make the following disclosures with respect to
Particulars of guarantees given pursuant to Section 186 of transactions/events during the year under review:
the Companies Act, 2013 are given under Note No. 32 of the 1. There was no issue of equity shares with differential rights
financial statements and the same forms part of this Report. as to dividend, voting or otherwise.
Your Company has not availed any loans/advances which 2. 
There was no issue of shares (including sweat equity
are required to be disclosed in the annual accounts of the shares) to employees of the Company under any scheme,
Company pursuant to Regulations 34(3) and 53(f) of Securities save and except ESOS referred to in this Report.
and Exchange Board of India (Listing Obligations and 3. The Company does not have a Managing Director/Whole
disclosure Requirement) Regulations, 2015 and Schedule V Time Director.
thereto applicable to the ultimate holding company, Mahindra
4. 
No significant or material orders were passed by the
and Mahindra Limited.
Regulators or Courts or Tribunals which impact the going
PARTICULARS OF TRANSACTIONS WITH RELATED concern status and the Company’s operations in future.
PARTIES 5. There were no shares having voting rights not exercised
All the transactions entered into by your Company with the directly by the employees and for the purchase of
related parties during the year under review were in ordinary which or subscription to which loan was given by the
course of business and at arm’s length. Company (as there is no scheme pursuant to which
such persons can beneficially own shares as envisaged
Particulars of contracts or arrangements with related parties of under section 67(3)(c) of the Companies Act 2013).
the Company referred to under Section 188(1) of the Companies ACKNOWLEDGEMENTS
Act, 2013 are given in Form AOC – 2 is annexed herewith as
Annexure VI and the same forms part of this report. Your Directors are pleased to take this opportunity to thank
the shareholders, Companys’ bankers, customers, vendors,
KEY EXECUTIVES STOCK OPTION SCHEME other stakeholders, business associates and various agencies
During the year under review, the Company has not granted or statutory authorities of the Central and State Government
any Stock Options to the employees under the Executive Stock for their cooperation and support to the Company during the
Option Scheme. Details of the shares vested, exercised and year under review.
issued under the aforesaid Scheme, as also the disclosures in For and on behalf of the Board
compliance with Rule 12(9) of the Companies (Share Capital
and Debentures) Rules 2014 are set out in Annexure VII to Mahindra Susten Private Limited
this Report.

EXTRACT OF ANNUAL RETURN

Parag Shah Satish Kamat
Pursuant to Section 92(3) of the Companies Act, 2013 and Director Director
Rule 12(1) of the Companies (Management and Administration)
Rules, 2014, an extract of the Annual Return as on March 31,
2017 in form MGT-9 is annexed herewith as Annexure VIII and Place: Mumbai
forms part of this report. Date: April 25, 2017

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 ANNEXURE I TO THE DIRECTORS’ REPORT
Form AOC 1
Pursuant to first proviso to sub-section (3) of section 129 read with rule 5 of Companies (Accounts) Rules, 2014
Statement Containing salient features of the financial statements of subsidiaries/associate companies/joint ventures
Details for FY 2016-17
Part “A” : Subsidiaries

084_Mahindra Susten Private Limited.indd 2605

(Rs. In Lakhs)

Sr. Name of the Reporting Exchange Capital Reserves Total Total Investment Gross Profit/ Provision Profit/ Proposed Proportion Proportion Date of Performance
No. Subsidiary Currency Rate (including & Surplus Assets Liabilities (excluding Turnover (Loss) for Tax (Loss) Dividend of of voting become of the
Preference investments before Tax after Tax and Tax ownership power subsidiary company
Capital in thereon interest where Also refer
& Share subsidiaries) different Note
Application Profit/(Loss)
money)
1. Mahindra INR NA 27,942.46 661.79 30,525.20 30,525.20 530.77 124.35 (292.51) (20.38) (272.12) – 100% 100% 26-Jul-2010 (272.12)
Renewables
Private Limited
(MRPL)
2. Machine Pulse INR NA 5.00 (2.33) 4.65 4.65 – – (2.33) – (2.33) – 100% 100% 5-Jan-2016 (2.33)
Private Limited
3. Divine Solren INR NA 1,208.00 6,168.93 32,001.57 32,001.57 – – (230.86) (58.32) (172.54) – 100% 100% 8-May-2015 (172.54)
Private Limited
(Divine)
4. Cleansolar INR NA 962.30 5,166.75 26,262.07 26,262.07 – 2,317.22 197.57 59.74 137.83 – 100% 100% 3-Dec-2013 137.84
Renewable
Energy Private
Limited
(Cleansolar)
5. Neo Solren INR NA 931.50 5,468.84 7,171.77 7,171.77 2,071.40 – (25.74) (44.77) 19.03 – 100% 100% 1-Jul-2015 19.02
Private Limited
(Neo)
6. Marvel Solren INR NA 1.00 (2.25) 1.21 1.21 – – (1.51) (0.47) (1.04) – 100% 100% 10-Oct-2015 (1.04)
Private Limited
(Marvel)
7. Astra Solren INR NA 848.94 5,332.59 43,947.18 43,947.18 – – (461.66) 119.96 (341.70) – 100% 100% 14-Oct-2015 (341.70)
Private Limited
(Astra)
8. Mahindra INR NA 6.00 (5.67) 5.06 5.06 – – (2.67) – (2.67) – 100% 100% 16-Feb-2017 (2.67)
Suryaurja Private
Limited
9. Brightsolar INR NA 951.79 1,046.25 8,378.68 8,378.68 – 1,203.48 32.96 (10.19) 22.77 – 51% 51% 3-Dec-2013 22.78
Renewable
Energy Private
Limited
(Brightsolar)

Please check thoroughly. Vakils will not be responsible for errors not noted on this proof.
Note:
1. The Contribution of the subsidiaries to the overall performance of the Holding Company in monetary terms was NIL, given that there was no dividend paid during the financial year 2016-17.
2. Mahindra Suryaurja Private Limited has become subsidiary with effect from February 16, 2017.

Part B: Associates/Joint Ventures : Not Applicable

For and on behalf of the Board
Mahindra Susten Private Limited

Parag Shah Satish Kamat

Place: Mumbai Director Director

2605
(FORMERLY KNOWN AS MAHINDRA EPC SERVICES PRIVATE LIMITED)
MAHINDRA SUSTEN PRIVATE LIMITED

Date: April 25, 2017

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 MAHINDRA SUSTEN PRIVATE LIMITED
(FORMERLY KNOWN AS MAHINDRA EPC SERVICES PRIVATE LIMITED)

ANNEXURE II TO THE DIRECTORS’ REPORT joining the Board. Upon receipt of the consent,
the new Director will be co-opted by the Board
POLICY ON APPOINTMENT OF DIRECTORS AND SENIOR in accordance with the applicable provisions
MANAGEMENT of the Companies Act 2013 and Rules made
A. DEFINITIONS thereunder.
The definitions of some of the key terms used in this REMOVAL OF DIRECTORS
Policy are given below.

If a Director is attracted with any disqualification as
“Board” means Board of Directors of the Company. mentioned in any of the applicable Act, rules and
“Company” means Mahindra Susten Private Limited regulations thereunder or due to non - adherence to
(Formerly known as ‘Mahindra EPC Services Private the applicable policies of the company, the GNRC may
Limited’). recommend to the Board with reasons recorded in writing,
removal of a Director subject to the compliance of the
“Employee” means employee of the Company including applicable statutory provisions.
employees in the Senior Management Team of the
Company. SENIOR MANAGEMENT PERSONNEL

“Key Managerial Personnel” (KMP) refers to key Senior Management personnel are appointed or promoted
managerial personnel as defined under the Companies and removed/relieved with the authority of CEO based on
Act, 2013 and includes: the business need and the suitability of the candidate.
The details of the appointment made and the personnel
(i) Chief Executive Officer (CEO); removed one level below the Key Managerial Personnel
(ii) Chief Financial Officer (CFO); and during a quarter shall be presented to the Board.

(iii) Company Secretary (CS). II. SUCCESSION PLANNING:

“Nomination and Remuneration Committee” (NRC) Board:

means Nomination and Remuneration Committee of Board The successors for the Independent Directors shall
of Directors of the Company for the time being in force. be identified by the NRC at least one quarter before
“Senior Management” means personnel of the Company expiry of the scheduled term. In case of separation
who are members of its Core Management Team of Independent Directors due to resignation or
excluding Board of Directors comprising of all members otherwise, successor will be appointed at the earliest
of management including the functional heads. but not later than the immediate next Board meeting
or three months from the date of such vacancy,
I. APPOINTMENT OF DIRECTORS whichever is later.
• The NRC reviews and assesses Board composition The NRC will accord due consideration for the
and recommends the appointment of new expertise and other criteria required for the successor.
Directors. In evaluating the suitability of individual
Board member, the NRC shall take into account The Board may also decide not to fill the vacancy
the following criteria regarding qualifications, caused at its discretion.
positive attributes and independence of Director: Senior Management Personnel:
• 
All Board appointments will be based on 
A good succession-planning program aims to
merit, in the context of the skills, experience, identify high growth individuals, train them and
independence and knowledge, for the Board as feed the pipelines with new talent. It will ensure
a whole to be effective. replacements for key job incumbents in KMPs and
• Ability of the candidates to devote sufficient time senior management positions in the organization.
and attention to his professional obligations as We have a process of identifying Hi-pots and critical
Independent Director for informed and balanced positions. Successors are mapped for these positions
decision making. at the following levels:
• Adherence to the Code of Conduct and highest 1. Ready now
level of Corporate Governance in letter and in
sprit by the Independent Directors. 2. Ready in 1 to 2 years
• 
Based on recommendation of the NRC, the 3. Ready in 2 to 5 years
Board will evaluate the candidate(s) and decide
4. Ready in more than 5 year
on the selection of the appropriate member. The
Board through the Chairman will interact with in order to ensure talent readiness as per a laddered
the new member to obtain his/her consent for approach.

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 MAHINDRA SUSTEN PRIVATE LIMITED
(FORMERLY KNOWN AS MAHINDRA EPC SERVICES PRIVATE LIMITED)

B. 
REMUNERATION POLICY FOR DIRECTORS, KEY • 
Our package of remuneration and benefits will be
MANAGERIAL PERSONNEL AND EMPLOYEES. designed to provide a degree of flexibility to individual
Overall Intent of Compensation Policy: officers to structure key benefits in a way that best
suits individual personal and family requirements.
At Mahindra Susten Private Limited (Susten) we want
our employees to understand and appreciate their • 
Recognizing the need for long-term security, the
role in providing value to the business. On its part, the compensation will include all statutory and other
organization recognizes that its success depends upon the retirement benefits.
skills, competencies and performance of its employees. • 
Broad bands of compensation levels will be
We also believe that the way in which we compensate, equitably defined for each grade to reflect levels of
reward and recognize as well as promote our employees responsibility and provide a template when recruiting
is a crucial factor in achieving our business and financial new employees.
objectives. Towards achievement of these objectives, we
promote an entrepreneurial, team-based performance and • 
A pre-determined portion of remuneration will be
result oriented culture. linked directly to the annual performance of each
individual and the business. This proportion will
Objectives of the Compensation Policy: vary for each grade in keeping with the levels of
• 
To attract, motivate and retain employees by responsibility.
compensating them competitively, based on periodic Employees and Key Management Personnel:
comparison with other companies in relevant
industries. The company has a comprehensive HR policy manual which
covers remuneration, employee benefits, special employee
• To provide an overall package of remuneration and benefits, reimbursements, administrative policies etc.
benefits which addresses the normal requirements of
employees and their families. 
Policy for Non-Executive Directors including
• 
To align levels of compensation with the expected Independent Directors:
output of employees in terms of role responsibility, 
The Nomination and Remuneration Committee shall
skills and experience. decide the basis for determining the compensation,
both fixed and variable, to the Non-Executive Directors
• To link elements of compensation with performance
including Independent Directors whether as commission
of each individual as well as the business.
or otherwise. The Committee shall take into consideration
Compensation Strategy: various factors such as Director’s participation in Board and
• 
We will regularly track market trends in terms of Committee meetings during the year, other responsibilities
compensation levels and practices in relevant industries undertaken, such as membership or chairmanship of
through participation in structured surveys and informal committees, time spent in carrying out their duties, role
consultation with a select group of comparable and functions as envisaged in Companies Act 2013 and
organizations. This information will be used to internally such other factors as the committee may consider deem
review our compensation policies and levels. fit for determining the compensation.

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 MAHINDRA SUSTEN PRIVATE LIMITED
(FORMERLY KNOWN AS MAHINDRA EPC SERVICES PRIVATE LIMITED)

ANNEXURE III TO THE DIRECTORS’ REPORT

SECRETARIAL AUDIT REPORT
FOR THE FINANCIAL YEAR ENDED ON MARCH 31, 2017
[Pursuant to Section 204(1) of the Companies Act, 2013 and rule No. 9 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014]

To, (a) The Securities and Exchange Board of India (Substantial

The Members, Acquisition of Shares and Takeovers) Regulations, 2011; –
Mahindra Susten Private Limited (Not applicable to the Company during the Audit
CIN: U74990MH2010PTC207854 Period)
Mahindra Towers, Dr. G. M. Bhosle Marg, (b) The Securities and Exchange Board of India (Prohibition
P. K. Kurne Chowk, Worli, of Insider Trading) Regulations, 1992; – (Not applicable
Mumbai 400 018. to the Company during the Audit Period)
We have conducted the secretarial audit of the compliance (c) 
The Securities and Exchange Board of India (Issue
of applicable statutory provisions and the adherence to of Capital and Disclosure Requirements) Regulations,
good corporate practices by MAHINDRA SUSTEN PRIVATE 2009; – (Not applicable to the Company during the
LIMITED (hereinafter called the “Company”). Secretarial Audit Audit Period)
was conducted in a manner that provided us a reasonable basis
(d) The Securities and Exchange Board of India (Employee
for evaluating the corporate conducts/statutory compliances
Stock Option Scheme and Employee Stock Purchase
and expressing my opinion thereon.
Scheme) Guidelines, 1999; – (Not applicable to the
Based on our verification of the Company’s books, papers, Company during the Audit Period)
minute books, forms and returns filed and other records (e) The Securities and Exchange Board of India (Issue and
maintained by the Company and also the information Listing of Debt Securities) Regulations, 2008; – (Not
provided by the Company, its officers, agents and authorized applicable to the Company during the Audit Period)
representatives during the conduct of secretarial audit, we
hereby report that inour opinion, the Company has, during (f) 
The Securities and Exchange Board of India (Registrars
the audit period covering the financial year ended 31st March, to an Issue and Share Transfer Agents) Regulations, 1993
2017, complied with the statutory provisions listed hereunder regarding the Companies Act and dealing with client; – (Not
and also that the Company has proper Board-processes and applicable to the Company during the Audit Period)
compliance-mechanism in place to the extent, in the manner (g) The Securities and Exchange Board of India (Delisting of
and subject to the reporting made hereinafter: Equity Shares) Regulations, 2009; – (Not applicable to
the Company during the Audit Period)
We have examined the books, papers, minute books, forms
and returns filed and other records maintained by Company (h) The Securities and Exchange Board of India (Buyback of
for the financial year ended 31st March, 2017 according to the Securities) Regulations, 1998; – (Not applicable to the
provisions of: Company during the Audit Period)

(1) The Companies Act, 2013 (“the Act”) and the rules made We further report that there are adequate systems and
there under; processes in the Company commensurate with the size and
operations of the Company to monitor and ensure compliance
(2) The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) with applicable laws, rules, regulations and guidelines.
and the rules made thereunder - Not applicable to the
Company during the audit period We have also examined compliances with the applicable
clauses of the following:
(3) The Depositories Act, 1996 and the Regulations and Bye-
laws framed thereunder. 1. Secretarial Standards issued by the Institute of Company
Secretaries of India.
(4) Foreign Exchange Management Act, 1999 and the rules
and regulations made thereunder to the extent of Foreign 2. The Listing Agreements entered into by the Company with
Direct Investment, Overseas Direct Investment and Stock Exchange(s) – Not Applicable
External Commercial Borrowings – Not applicable to the During the period under review the Company has complied
Company during the audit period with the provisions of the applicable Act, Rules, Regulations,
Guidelines, Standards, etc. mentioned above.
(5) 
The following Regulations and Guidelines prescribed
under the Securities and Exchange Board of India Act, Note: Please report specific non compliances/observations/
1992 (‘SEBI Act’): – (Not applicable to the Company audit qualification, reservation or adverse remarks in respect
during the Audit Period) of the above para wise. – Nil.

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 MAHINDRA SUSTEN PRIVATE LIMITED
(FORMERLY KNOWN AS MAHINDRA EPC SERVICES PRIVATE LIMITED)

We further report that 3. 

The Company had approved payment of remuneration
by way of Commission to the Independent Directors of
The Board of Directors of the Company is duly constituted.
the Company in accordance with the provisions of the
The following changes in the composition of the Board of Companies Act, 2013, subject to the overall ceiling under
Directors have taken place during the period under review: the Companies Act, 2013 at its AGM held on July 28, 2016.

Mr. Parag Shah was appointed as Additional Director on 4. The Company has increased its Authorized Share Capital
9th October 2015, whose appointment was then approved by to Rs. 150 crores at its EGM held on August 5, 2016.
the shareholders at their AGM held on 28th July 2016.
5. The Company had expanded its main objects Clause in
Adequate notice is given to all directors to schedule the Board/ the Memorandum of Association of the Company at its
Committee Meetings, agenda and detailed notes on agenda EGM held on August 5, 2016 to carry on the business as
were sent at least seven days in advance, and a system exists a producer and distributor of solar power and to act as
for seeking and obtaining further information and clarifications solar energy consultants. The main objects clause in the
on the agenda items before the meeting and for meaningful Memorandum of Association was further amended at the
participation at the meeting. EGM held on November 8, 2016 to include carrying on
manufacturing of all parts, components and equipment’s,
Majority decision is carried through while the dissenting which are required for setting up, generation, running,
members’ views are captured and recorded as part of the operation and maintenance at solar manufacturing plants.
minutes.
6. 
Rights issue of shares offered to Mahindra Holdings
As informed to us, we further report that there are adequate Limited during the financial year 01.04.2016 - 31.03.2017:
systems and processes in the Company commensurate with
the size and operations of the Company to monitor and Sr. No. of Date of Board No. of Date of allotment
ensure compliance with applicable laws, rules, regulations and No. equity meeting in equity (DD/MM/YYYY)
guidelines. shares which it was shares
Note: Please report specific observations/qualification, offered offered allotted
reservation or adverse remarks in respect of the Board (DD/MM/YYYY)
Structures/system and processes relating to the Audit period 1 4,96,50,000 28/07/2016 36,25,000 12/08/2016 (by
- Nil circular resolution
– Allotment
We further report that during the audit period there were Committee)
following events/actions having a major bearing on Company’s
3,22,25,000 13/09/2016 (by
affairs in pursuance of the above referred laws, rules,
circular resolution
regulations, guidelines:
– Allotment
1. The Company had increased the borrowing limits under Committee)
sections 180(1)(c) and 180(1)(a) to Rs. 1,500 Crores at its 1,38,00,000 12/12/2016
Annual General Meeting (“AGM”) held on July 28, 2016 (Allotment
and further increased the borrowing limits to Rs. 2,500 Committee
Crores at its Extra-ordinary General Meeting(“EGM”) held Meeting)
on August 5, 2016. 2 2,00,00,000 02/02/2017 1,83,40,000 28/03/2017 (by
2. The Company had increased its investment limits under circular resolution
Section 186 of the Companies Act, 2013 upto an amount – Allotment
of Rs. 650 crores at its EGM held on August 5, 2016. Committee)

For Sandeep P. Parekh & Co.,

Company Secretaries

Sd/-

Sandeep P. Parekh
FCS No: 7118, CP No: 7693
Place: Navi Mumbai
Date: 24th April, 2017

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 MAHINDRA SUSTEN PRIVATE LIMITED
(FORMERLY KNOWN AS MAHINDRA EPC SERVICES PRIVATE LIMITED)

ANNEXURE IV TO THE DIRECTORS’ REPORT

PARTICULARS AS PER THE COMPANIES (ACCOUNTS) RULES, 2014 AND FORMING PART OF THE DIRECTORS’ REPORT
FOR THE YEAR ENDED MARCH 31, 2017
A. CONSERVATION OF ENERGY
(a) Energy Conservation measures taken:
The operations of your Company are not energy intensive. However, adequate measures have been initiated to reduce
energy consumption.
(b) Additional investments and proposals, if any, being implemented for reduction of consumption of energy: NIL
(c) Impact of the measures taken at (a) & (b) above for reduction of energy consumption and consequent impact on the
cost of production of goods: NIL
(d) Total energy consumption and energy consumption per unit of production as per Form -A of the Annexure to the Rules
in respect of Industries specified in the Schedule: NIL
B. TECHNOLOGY ABSORPTION Research & Development (R & D)
1. Areas in which Research & Development is carried out: NIL
2. Benefits derived as a result of the above efforts: NA
3. Future plan of action: NIL
4. Expenditure on R&D: NIL
5. Technology absorption, adaptation and innovation: NA
6. Imported Technology for the last 5 years: NIL
C. FOREIGN EXCHANGE EARNINGS AND OUTGO: (in terms of actual inflow and outflow)
(Rupees in Lakhs)
Total Foreign Exchange Earned and Outgo: For the Financial For the Financial
Year ended Year ended
31st March, 2017 31st March, 2016
Total Foreign Exchange Earned 1,209.79 123.93
Total Foreign Exchange Outgo 1,243.50 27,632.30

For and on behalf of the Board

Mahindra Susten Private Limited

Parag Shah Satish Kamat

Director Director

Place: Mumbai
Date: 25th April, 2017

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 MAHINDRA SUSTEN PRIVATE LIMITED
(FORMERLY KNOWN AS MAHINDRA EPC SERVICES PRIVATE LIMITED)

ANNEXURE V TO THE DIRECTORS’ REPORT

ANNUAL REPORT ON CSR ACTIVITIES
1. A brief outline on the Company’s CSR Policy, including overview of projects or programs proposed to be undertaken and a
reference to the web-link to the CSR policy and projects or programs:
a) Mahindra Susten Private Limited (“Susten”) is a subsidiary of Mahindra & Mahindra Limited. The CSR vision of Susten
is to serve and give back to the communities within which it works. From April 2014, in line with Companies Act, 2013,
Susten pledges two per cent (2%) of average net profits made during the three immediately preceding financial years
specifically towards CSR initiatives.
b) The Company has adopted CSR policy which is available on: http://www.mahindrasusten.com/images/reports/CSR-policy.pdf
2. The Composition of the CSR Committee of the Board of Directors as on March 31, 2017:

Sr. No. Name of Directors Designation

1 Mr. AKT Chari Member
2 Mr. Satish Kamat Member
3 Mr. K. Chandrasekar Member
3. Average net profit of the Company for last three three financial years: Rs. 1,823 Lakhs
4. Prescribed CSR expenditure (two per cent of amount as in item 3 above): Rs. 36.46 Lakhs
5. Details of CSR spent during the financial year (FY 2016-17):
(a) Total amount spent for the financial year: Rs. 37.61 Lakhs
(b) Amount unspent, if any: Nil
(c) Manner in which the amount spent during the financial year is detailed below:

(Rs. In Lakhs)
CSR Project Sector in which Projects or program Amount Amount spent Amount spent Cumulative Amount spent
or Activity the project is me outlay on the projects on the projects expenditure direct or through
identified identified (1) Local area or (budget) or programs or programs up to the implementing
other project or Subheads: Subheads: reporting agency
(2) Specify the State programs Direct Overheads period
and district wise expenditure
where projects in projects or
or programs was programs
undertaken
Education Education Nanhi Kali Program 18.00 18.00 – 18.00 Through KC Mahindra
across India Education Trust
Gram Vikas Gram Vikas Across India 6.01 6.01 – 6.01 Direct
Green Guardian Green Guardian Across India 0.80 0.80 – 0.80 Direct
Gyandeep Gyandeep Across India 4.43 4.43 – 4.43 Direct
Hariyali Hariyali Across India 3.13 3.13 – 3.13 Direct
Samantar Samantar Across India 1.10 1.10 – 1.10 Direct
Swacch Bharat Swach Bharat Across India 0.37 0.37 – 0.37 Direct
Sehat Sehat Across India 3.77 3.77 – 3.77 Direct
Total 37.61
6. In case the Company has failed to spend the two per cent of the average net profit of the last three financial years or any
part thereof, the Company shall provide the reasons for not spending the amount in its Board report: Not Applicable
7. The implementation and monitoring of CSR Policy, is in compliance with CSR objectives and Policy of the Company.
For and on behalf of the Board
Mahindra Susten Private Limited

Satish Kamat AKT Chari

Director Director
Place:Mumbai,
Date: 25th April, 2017

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 MAHINDRA SUSTEN PRIVATE LIMITED
(FORMERLY KNOWN AS MAHINDRA EPC SERVICES PRIVATE LIMITED)

ANNEXURE VI TO THE DIRECTORS’ REPORT

FORM NO. AOC - 2
(Pursuant to clause (h) of Sub-section (3) of Section 134 of the Act and Rule 8(2) of the Companies
(Accounts) Rules, 2014
Disclosure of particulars of contracts/arrangements entered into by the company with related parties referred to in
Sub‑section (1) of Section 188 of the Companies Act, 2013 including certain arms’ length transaction under third proviso
thereto.
1. Details of contracts or arrangements or transactions not at arm’s length basis: NIL

Sr. Name(s) of Nature of Duration of Salient terms of Justification Date(s) of Amount Date on which the
No. the related contracts/ the contracts/ the contracts or for entering approval by paid as special resolution was
party and arrangements/ arrangements/ arrangements into such the Board advances, passed in general
nature of transactions transactions or transactions contracts or if any: meeting as required
relationship including the arrangements under first proviso to
value, if any or transactions Section 188
– – – – – – – – –
2. Details of material contracts or arrangement or transactions at arm’s length basis:

Sr. Particulars Party 1 Party 2 Party 3

No.
1 Name(s) of the related party Astra Solren Private Limited Divine Solren Private Limited Neo Solren Private Limited
and nature of relationship (Subsidiary Co) (Subsidiary Co) (Subsidiary Co)
2 Nature of Contracts/ EPC Contracts EPC Contracts EPC Contracts
arrangement/transaction
3 Duration of the contracts/ 5 months 5 months 5 months
arrangements/ transactions
4 Salient terms of the Construction of a solar Construction of a solar Construction of a solar
contracts or arrangements power plant and related power plant and related power plant and related
or transactions including the services provided by the services provided by the services provided by the
value, if any Company for Rs. 37,210 Company for Rs. 31,800 Company for Rs. 25,610
Lakhs Lakhs Lakhs
5 Date(s) of approval by the
Not applicable (Refer Note 2)
Board, if any
6 Amount paid as advances,
Nil
if any
Note:
1. Material Contracts: covered under Rule 15(3) of Companies (Meetings of Board and its Powers) Rules, 2014.
Arrangements for rendering of services for an amount exceeding 10% of turnover of the Company or Rs. fifty crore, whichever
is lower is considered as material for the purpose of this disclosure.
2. All these transactions are at arm’s length and are in ordinary course of business. Accordingly, Board approval is not required
as per proviso to sub section (1) of Section 188 of the Companies Act, 2013.

For and on behalf of the Board

Mahindra Susten Private Limited

Parag Shah Satish Kamat

Director Director

Place: Mumbai
Date: 25th April, 2017

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 MAHINDRA SUSTEN PRIVATE LIMITED
(FORMERLY KNOWN AS MAHINDRA EPC SERVICES PRIVATE LIMITED)

ANNEXURE VII TO THE DIRECTORS’ REPORT

DISCLOSURE PURSUANT TO EMPLOYEE STOCK OPTION SCHEME
Details for the Financial Year 2016-17

(a) Options granted – Nil

(b) Options vested – Nil
(c) Options exercised – Nil
(d) The total number of shares arising as a result of exercise of option – Nil
(e) Options lapsed – Nil
(f) The exercise price – Nil
(g) Variation of terms of options – Nil
(h) Money realized by exercise of options – Nil
(i) Total number of options in force – 43,25,682 options
(j) Employee wise details of options granted during the year to:
(i) Key Managerial Personnel – NIL
(ii) any other employee who receives a grant of options in any one year of option amounting – Nil
to five percent or more of options granted during that year
(iii) identified employees who were granted option, during any one year, equal to or exceeding – Nil
one percent of the issued capital (excluding outstanding warrants and conversions) of
the company at the time of grant

For and on behalf of the Board

Mahindra Susten Private Limited

Satish Kamat AKT Chari

Director Director

Place: Mumbai
Date: 25th April, 2017

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 MAHINDRA SUSTEN PRIVATE LIMITED
(FORMERLY KNOWN AS MAHINDRA EPC SERVICES PRIVATE LIMITED)

ANNEXURE VIII TO THE DIRECTORS’ REPORT

Form No. MGT-9
Extract of Annual Return
As on the financial year ended on 31st March, 2017
[Pursuant to Section 92(3) of the Companies Act, 2013
and rule 12(1) of the Companies (Management and Administration) Rules, 2014]
I. REGISTRATION AND OTHER DETAILS:

1. CIN U74990MH2010PTC207854
2. Registration Date September 19, 2010
3. Name of the Company Mahindra Susten Private Limited
4. Category/Sub-Category of the Company Public Company Limited by shares/Indian Non-Government
Company
5. Address of Registered office and contact details Mahindra Towers, P. K. Kurne Chowk,
Worli, Mumbai 400018. Tel : 022-24905836

6. Whether listed Company (Yes/No) No

7. Name, Address and Contact details of Registrar KARVY COMPUTERSHARE PVT. LTD.
and Transfer Agent, if any Karvy Selenium Tower B, Plot 31-32,
Gachibowli, Financial District, Nanakramguda
City: Hyderabad Pin: 500 032
Std code: 040 Tel.: 6716 2222
Fax : 2300 1153
Email id : venu.sp@karvy.com

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

All the business activities contributing 10% or more of the total turnover of the company:-

Sr. Name and Description of main products/ NIC Code of the % to total turnover of the
No. services Product/ service company
1 Engineering, procurement and construction 42201 97.80%

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES –

Holding/
Sr. Subsidiary of % of shares Applicable
No. Name and Address of the Company CIN the Company held Section
1. Mahindra and Mahindra Limited L65990MH1945PLC004558 Ultimate 100* 2(46)
Address: Mahindra Towers, P. K. Kurne Holding
Chowk, Worli, Mumbai - 400 018 Company
2. Mahindra Holdings Limited U65993MH2007PLC175649 Holding 100 2(46)
Address: Mahindra Towers, P. K. Kurne Company
Chowk, Worli, Mumbai - 400 018
3. Mahindra Renewables Private Limited U40300MH2010PTC205946 Subsidiary 100 2(87)
Address: Mahindra Towers, P. K. Kurne Company
Chowk, Worli, Mumbai - 400 018

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 MAHINDRA SUSTEN PRIVATE LIMITED
(FORMERLY KNOWN AS MAHINDRA EPC SERVICES PRIVATE LIMITED)

Holding/
Sr. Subsidiary of % of shares Applicable
No. Name and Address of the Company CIN the Company held Section
4. MachinePulse Tech Private Limited U72300MH2016PTC271679 Subsidiary 100 2(87)
Address: Mahindra Towers, P. K. Kurne Company
Chowk, Worli, Mumbai - 400 018
5. Neo Solren Private Limited U74999MH2015PTC266154 Subsidiary 100 # 2(87)
Address: Mahindra Towers, P. K. Kurne Company
Chowk, Worli, Mumbai - 400 018
6. Divine Solren Private Limited U74120MH2015PTC264259 Subsidiary 100 # 2(87)
Address: Mahindra Towers, P. K. Kurne Company
Chowk, Worli, Mumbai - 400 018
7. Astra Solren Private Limited U74120MH2015PTC269256 Subsidiary 100 # 2(87)
Address: Mahindra Towers, P. K. Kurne Company
Chowk, Worli, Mumbai - 400 018
8. Marvel Solren Private Limited U74120MH2015PTC269074 Subsidiary 100 # 2(87)
Address: Mahindra Towers, P. K. Kurne Company
Chowk, Worli, Mumbai - 400 018
9. Cleansolar Renewable Energy Private U40108MH2013PTC250684 Subsidiary 100 # 2(87)
Limited Company
Address: Mahindra Towers,
P. K. Kurne Chowk, Worli,
Mumbai - 400 018
10. Brightsolar Renewable Energy Private U40108MH2013PTC250683 Subsidiary 51@ 2(87)
Limited Company
Address: Mahindra Towers,
P. K. Kurne Chowk, Worli,
Mumbai - 400 018
11. Mahindra Suryaurja Private Limited U40103MH2012PTC226016 Subsidiary 100 # 2(87)
Address: Mahindra Towers, P. K. Kurne Company
Chowk, Worli, Mumbai - 400 018

* Holding through its Subsidiary “Mahindra Holdings Limited”

# a wholly-owned subsidiary of “Mahindra Renewables Private Limited”
@ a subsidiary of “Mahindra Renewables Private Limited”
IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)
i. Category-wise Share Holding:

Category of Shareholders No. of Shares held at the beginning of the year No. of Shares held at the end of the year % of
(as on April 01, 2016) (as on March 31, 2017) change
Demat Physical Total % of Total Demat Physical Total % of Total during the
shares shares year

A. Promoters – – – – – – – – –
1. Indian – – – – – – – – –
a. Individual/HUF – – – – – – – – –
b. Central Govt. – – – – – – – – –
c. State Govt. – – – – – – – – –
d. Bodies Corp. – 7,02,71,728 7,02,71,728 100 – 13,82,61,728 13,82,61,728 100 –
e. Bank/FI – – – – – – – – –
f. Any other – – – – – – – – –

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 MAHINDRA SUSTEN PRIVATE LIMITED
(FORMERLY KNOWN AS MAHINDRA EPC SERVICES PRIVATE LIMITED)

Category of Shareholders No. of Shares held at the beginning of the year No. of Shares held at the end of the year % of
(as on April 01, 2016) (as on March 31, 2017) change
Demat Physical Total % of Total Demat Physical Total % of Total during the
shares shares year

Sub-Total - A(1) – 7,02,71,728 7,02,71,728 100 – 13,82,61,728 13,82,61,728 100 –

2. Foreign – – – – – – – – –
a. NRI-Individuals – – – – – – – – –
b. Other Individuals – – – – – – – – –
c. Body Corporate – – – – – – – – –
d. Bank/FI – – – – – – – – –
e. Any others – – – – – – – – –
Sub-Total - A - (2) – – – – – – – – –
Total Shareholding of
– 7,02,71,728 7,02,71,728 100 – 13,82,61,728 13,82,61,728 100 –
Promoters (1+2)
B. Public Shareholding – – – – – – – – –
1. Institution – – – – – – – – –
a. Mutual Funds – – – – – – – – –
b. Bank/FI – – – – – – – – –
c. Central Govt. – – – – – – – – –
d. State Govt. – – – – – – – – –
e. Venture Capital – – – – – – – – –
f. Insurance Co. – – – – – – – – –
g. FIIs – – – – – – – – –
h. Foreign Portfolio Corporate – – – – – – – – –
i. Foreign Venture Capital Fund – – – – – – – – –
j. Others – – – – – – – – –
Sub-Total - B(1) – – – – – – – – –
2. Non-Institution – – – – – – – – –
a. Body Corporate – – – – – – – – –
b. Individual – – – – – – – – –
i. Individual shareholders Holding
nominal share capital upto – – – – – – – – –
1 Lakh
ii. Individual shareholders Holding
nominal share capital in excess – – – – – – – – –
of 1 Lakh
c. Others – – – – – – – – –
i. NRI (Rep) – – – – – – – – –
ii. NRI (Non-Rep) – – – – – – – – –
iii. Foreign National – – – – – – – – –
iv. OCB – – – – – – – – –
v. Trust – – – – – – – – –
vi. In Transit – – – – – – – – –
Sub-total - B(2) – – – – – – – – –
Net Total (1+2) – – – – – – – – –
C. Shares held by Custodian for
– – – – – – – – –
GDRs & ADRs
Promoter and Promoter Group – – – – – – – – –
Public – – – – – – – – –
Grand Total (A+B+C) – 7,02,71,728 7,02,71,728 100 – 13,82,61,728 13,82,61,728 100 –

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 MAHINDRA SUSTEN PRIVATE LIMITED
(FORMERLY KNOWN AS MAHINDRA EPC SERVICES PRIVATE LIMITED)

ii. Shareholding of Promoters:

Sr. Shareholder’s Name Shareholding at the beginning of the year Shareholding at the end of the year % change
No. (as on April 01, 2016) (as on March 31, 2017) in share
holding
No. of shares % of shares % of shares No. of shares % of shares % of shares
during the
of the Pledged/ of the Pledged/
year
Company encumbered to Company encumbered to
total shares total shares
1. Mahindra Holdings Limited 7,02,71,727 100 – 13,82,61,727 100 – –
2. Mahindra Holdings Limited Jointly with 1 – – 1 – – –
Mr. Narayan Shankar*
TOTAL 7,02,71,728 100 – 13,82,61,728 100 – –
* One share is held by Mahindra Holdings Limited jointly with a Nominee to comply with the statutory provisions of
Companies Act, 2013, with regard to minimum number of members.
iii. Change in Promoters’ Shareholding:

Name of Promoter: Shareholding at the beginning Increase/ Cumulative Shareholding

Mahindra Holdings Limited including 1 share Jointly with Narayan Shankar of the year (as on April 01, Decrease in during the year
2016) No. of shares
No. of shares % of total No. of shares % of total
shares of the shares of the
company company
At the beginning of the year 7,02,71,728 100%
Increase :- Allotment of Equity shares on Rights basis to Mahindra Holdings
36,25,000 7,38,96,728 100%
Limited on August 12, 2016
Increase :- Allotment of Equity shares on Rights basis to Mahindra Holdings
3,22,25,000 10,61,21,728 100%
Limited on September 13, 2016
Increase :- Allotment of Equity shares on Rights basis to Mahindra Holdings
1,38,00,000 11,99,21,728 100%
Limited on December 12, 2016
Increase :- Allotment of Equity shares on Rights basis to Mahindra Holdings
1,83,40,000 13,82,61,728 100%
Limited on March 28, 2017
At the end of the year (as on March 31, 2017) 13,82,61,728 100%

iv. Shareholding Pattern of top ten Shareholders (other than Directors, Promoters and Holders of GDRs and ADRs): NIL

Particulars Shareholding at the end Cumulative Shareholding during

of the year the year
For Each of the Top 10 Shareholders No.of shares % of total No of shares % of total
shares of the shares of the
company company
At the beginning of the year – – – –
Date wise increase/decrease in Promoters Share holding during the – – – –
year specifying the reasons for increase/decrease (e.g. allotment/
transfer/bonus/sweat equity etc)
At the end of the year (or on the date of separation, if separated – – – –
during the year)
v. Shareholding of Directors and Key Managerial Personnel: NIL

Particulars Shareholding at the end of the year Cumulative Shareholding during the year
For Each of the Directors & KMP No.of shares % of total shares of No of shares % of total shares of
the company the company
At the beginning of the year – – – –
Date wise increase/decrease in Promoters Share – – – –
holding during the year specifying the reasons for
increase/decrease (e.g. allotment/transfer/bonus/
sweat equity etc)
At the end of the year – – – –

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 MAHINDRA SUSTEN PRIVATE LIMITED
(FORMERLY KNOWN AS MAHINDRA EPC SERVICES PRIVATE LIMITED)

V. INDEBTEDNESS
Indebtedness of the Company including interest outstanding/accrued but not due for payment
(Rupees in Lakhs)
Particulars Secured Loans Unsecured Deposits Total
Excluding Loans Indebtedness
Deposits
Indebtedness at the beginning of the financial year 01.04.2017 – – – –
1) Principal Amount – – – –
2) Interest due but not paid – – – –
3) Interest accrued but not due – – – –
Total of (1+2+3) – – – –
Change in Indebtedness during the financial year – – – –
+ Addition 34,478.63 – – 34,478.63
– Reduction – – – –
Due to MTM as per IND AS (453.90) (453.90)
Net change 34,024.73 – – 34,024.73
Indebtedness at the end of the financial year-31.03.2017 34,024.73 – – 34,024.73
1) Principal Amount 34,024.73 – – 34,024.73
2) Interest due but not paid 71.95 – – 71.95
3) Interest accrued but not due – – – –
Total of (1+2+3) 34,095.98 – – 34,095.98

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Remuneration to Managing Director, Whole-Time Directors and/or Manager: Not applicable

Sl. Particulars of Remuneration Name of the MD/WTD/Manager Total

No. MD WTD Manager Amount

1 Gross salary
(a) Salary as per provisions contained in section 17(1) of the – – – –
Income Tax. 1961.
(b) Value of perquisites u/s 17(2) of the Income tax Act, 1961 – – – –
(c) Profits in lieu of salary under section 17(3) of the Income – – – –
Tax Act, 1961
2 Stock option – – – –
3 Sweat Equity – – – –
4 Commission – – – –
as % of profit – – – –
others (specify) – – – –
5 Others, please specify – – – –
Total (A) – – – –
Ceiling as per the Act – – – –

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 MAHINDRA SUSTEN PRIVATE LIMITED
(FORMERLY KNOWN AS MAHINDRA EPC SERVICES PRIVATE LIMITED)

B. Remuneration of other Directors:

I. Independent Directors:-

(Rupees in Lakhs)

Name of Directors

Particulars of Remuneration Noshir Dastur AKT Chari Total amount

Fee for attending Board / Committee meetings* 0.70 0.70 1.4

Commission** 5.00 5.00 10.00

Others – – –

Total 5.70 5.70 11.4

* Overall Ceiling for sitting fees as per the Act, being Rupees One Lakh only per meeting as per Companies Act, 2013

** O
 verall Ceiling for commission as per the Act, being 3% of the net profit of the Company calculated as per section 198 of the Companies Act, 2013), being
Rs. 200.86 Lakhs

II. Other Non-Executive Directors: NIL

Particulars of Remuneration Name of the Directors Total Amount

Fee for attending board committee meetings – –
Commission – –
Others, please specify. – –
Total – –
Overall Cieling as per the Act. – –

C. REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MD/MANAGER/WTD

(Amount in Rupees)

Sr. Chief Executive Chief Finanical Company

No. Particulars of Remuneration Officer Officer Secretary

1. Gross Salary – – –

(a) Salary as per provisions contained in Section 17(1) of the Income Tax Act 1,40,63,569 30,70,360 –

(b) Value of perquisites u/s 17(2) Income Tax Act, 1961 39,600 – –

(c) Profits in lieu of salary under Section 17(3) Income Tax Act, 1961 – – –

2. Stock Option – – –

3. Sweat Equity – – –

4. Commission – – –
– As % of Profit
– Others, specify

5. Performance Bonus 42,18,750 9,08,597 –

6. Others – Please specify

Others – Fees – – 85,000

Total (C) 1,83,21,919 39,78,957 85,000

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 MAHINDRA SUSTEN PRIVATE LIMITED
(FORMERLY KNOWN AS MAHINDRA EPC SERVICES PRIVATE LIMITED)

VII. PENALTIES/PUNISHMENT/COMPOUNDING OF OFFENCES (Under the Companies Act) - NIL

Details of
Penalty/
Punishment/ Authority Appeal made,
Section of the Compounding [RD/NCLT/ if any
Type Companies Act Brief Description fees imposed COURT] (give details)
Penalty – – – – – –
Punishment – – – – – –
Compounding – – – – – –
OTHER OFFICERS IN DEFAULT – – – – – –
Penalty – – – – – –
Punishment – – – – – –
Compounding – – – – – –

For and on behalf of the Board

Mahindra Susten Private Limited

Parag Shah Satish Kamat

Director Director

Place: Mumbai
Date: April 25, 2017

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 MAHINDRA SUSTEN PRIVATE LIMITED
(FORMERLY KNOWN AS MAHINDRA EPC SERVICES PRIVATE LIMITED)

INDEPENDENT AUDITOR’S REPORT selected depend on the auditor’s judgment, including

the assessment of the risks of material misstatement of
TO THE MEMBERS OF MAHINDRA SUSTEN PRIVATE the standalone Ind AS financial statements, whether due
LIMITED to fraud or error. In making those risk assessments, the
auditor considers internal financial control relevant to the
Report on the Standalone Ind AS Financial Statements Company’s preparation of the standalone Ind AS financial
1. 
We have audited the accompanying standalone Ind AS statements that give a true and fair view in order to design
financial statements of Mahindra Susten Private Limited audit procedures that are appropriate in the circumstances.
(“the Company”), which comprise the balance sheet as at An audit also includes evaluating the appropriateness of
March 31, 2017, and the statement of profit and loss (including the accounting policies used and the reasonableness
other comprehensive income), the statement of cash flows of the accounting estimates made by the Company’s
and the statement of changes in equity for the year then Directors, as well as evaluating the overall presentation of
ended, and a summary of the significant accounting policies the standalone Ind AS financial statements.
and other explanatory information (hereinafter referred to as 7. We believe that the audit evidence we have obtained is
“standalone Ind AS financial statements”) sufficient and appropriate to provide a basis for our audit
Management’s Responsibility for the Standalone Financial opinion on the standalone Ind AS financial statements.
Statements Opinion
2. The Company’s Board of Directors is responsible for the 8. In our opinion and to the best of our information and
matters stated in Section 134(5) of the Companies Act, according to the explanations given to us, the aforesaid
2013 (“the Act”) with respect to the preparation of these standalone Ind AS financial statements give the information
standalone Ind AS financial statements that give a true and required by the Act in the manner so required and give
fair view of the financial position, financial performance a true and fair view in conformity with the accounting
including other comprehensive income, cash flows and principles generally accepted in India including the Ind
changes in equity of the Company in accordance with the AS, of the financial position of the company as at March
accounting principles generally accepted in India, including 31, 2017 and its financial performance including other
the Indian Accounting Standards (Ind AS) prescribed under comprehensive income, its cash flows and the changes
Section 133 of the Act. in equity for the year then ended on that date.
This responsibility also includes maintenance of adequate
accounting records in accordance with the provisions of Other matter
the Act for safeguarding the assets of the Company and 9. The comparative standalone financial information of the
for preventing and detecting frauds and other irregularities; Company for the year ended March 31, 2016 and the
selection and application of appropriate accounting policies; transition date opening balance sheet as at April 1, 2015
making judgments and estimates that are reasonable and included in these standalone Ind AS financial statements
prudent; and design, implementation and maintenance of are based on the previously issued statutory financial
adequate internal financial controls, that were operating statements prepared in accordance with the Companies
effectively for ensuring the accuracy and completeness (Accounting Standard) Rules, 2006, as amended audited
of the accounting records, relevant to the preparation and by us and on which we expressed an unmodified opinion
presentation of the standalone Ind AS financial statements in our report dated April 28, 2016, as adjusted for the
that give a true and fair view and are free from material differences on account of conversion to Ind AS and which
misstatement, whether due to fraud or error. have also been audited by us.
Auditor’s Responsibility Report on Other Legal and Regulatory Requirements
3. Our responsibility is to express an opinion on these 10. As required by the Companies (Auditor’s Report) Order,
standalone Ind AS financial statements based on our audit. 2016, issued by the Central Government of India in terms of
4. We have taken into account the provisions of the Act, the sub-section (11) of Section 143 of the Act (the “Order”), and
accounting and auditing standards and matters which on the basis of such checks of the books and records of
are required to be included in the audit report under the the Company as we considered appropriate and according
provisions of the Act and the Rules made thereunder. to the information and explanations given to us, we give
in the Annexure I a statement on the matters specified in
5. We conducted our audit in accordance with the Standards
paragraphs 3 and 4 of the Order, to the extent applicable.
on Auditing specified under Section 143(10) of the Act.
Those Standards require that we comply with ethical 11. As required by Section 143(3) of the Act, we report that:
requirements and plan and perform the audit to obtain a. We have sought and obtained all the information and
reasonable assurance about whether the standalone Ind AS explanations which to the best of our knowledge and
financial statements are free from material misstatement. belief were necessary for the purpose of our audit;
6. An audit involves performing procedures to obtain audit b. In our opinion proper books of account as required
evidence about the amounts and the disclosures in the by law have been kept by the Company so far as it
standalone Ind AS financial statements. The procedures appears from our examination of those books;

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 MAHINDRA SUSTEN PRIVATE LIMITED
(FORMERLY KNOWN AS MAHINDRA EPC SERVICES PRIVATE LIMITED)

c. The Balance Sheet, the Statement of Profit and Loss, ii. The Company has made provision, as required
statement of Cash Flow and the statement of changes under the applicable law or accounting standards,
in equity dealt with by this Report are in agreement for material foreseeable losses, if any on long-
with the books of account; term and derivative contracts.
d. 
In our opinion, the aforesaid standalone Ind AS iii. There are no amounts required to be transferred
financial statements comply with the Accounting to the Investor Education and Protection Fund by
Standards specified under Section 133 of the Act, the Company.
read with Rule 7 of the Companies (Accounts) Rules, iv. 
According to the information and explanations
2014 (as amended); given to us and as indicated in Note 13 to the
e. On the basis of written representations received from the standalone financial statements, management
directors as on March 31, 2017 taken on record by the has represented that the Company neither has
Board of Directors, none of the directors is disqualified any cash transactions nor does it hold any cash,
as on March 31, 2017, from being appointed as a and accordingly, the disclosure requirements
director in terms of Section 164(2) of the Act. specified in Rule 11(d) of the Companies (Audit
f. 
With respect to the adequacy of internal financial and Auditors Rules), 2014, as amended, are not
controls over financial reporting of the Company and applicable. Based on our audit procedures and
the operating effectiveness of such controls, refer to relying on the management representation as
our separate report in Annexure II. aforesaid, we report that the same is as per the
books of account of the Company.
g. With respect to the other matters to be included in
the Auditor’s Report in accordance with Rule 11 of
the Companies (Audit and Auditors) Rules, 2014(as For B. K. Khare & Co.
amended), in our opinion and to the best of our Chartered Accountants
information and according to the explanations given Firm’s Registration Number 105102W
to us:
Himanshu Chapsey
i. 
The Company has disclosed the impact of Partner
pending litigations on its financial position in Membership Number: 105731
its financial statements – Refer Note 32 to the Place : Mumbai
financial statements. Date : April 25, 2017

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 MAHINDRA SUSTEN PRIVATE LIMITED
(FORMERLY KNOWN AS MAHINDRA EPC SERVICES PRIVATE LIMITED)

ANNEXURE I TO THE AUDITOR’S REPORT

Referred in paragraph 10 of our report of even date on the and other material statutory dues, as applicable, with
standalone Ind AS financial statements of Mahindra Susten the appropriate authorities. According to the information
Private Limited for the year ended March 31, 2017. and explanations given to us, no undisputed amounts in
In terms of the information and explanations sought by us and respect of the above were outstanding, as on March 31,
given by the Company and the books and records examined by 2017 for a period of more than 6 months from the date
us in the normal course of audit and to the best of our knowledge they became payable.
and belief, we state that: (ii) There are no dues of income-tax, sales-tax, wealth-tax,
1. (i) The Company has maintained proper records showing service-tax, duty of customs, and duty of excise or value
full particulars, including quantitative details and situation added tax or cess which have not been deposited on
of fixed assets. account of any dispute except as stated below:
(ii) The company has physically verified its fixed assets during Name of the Nature of Amount (Rs.) Period to which the Forum
the year, which, in our opinion, is reasonable having regard statute dues amount relates
to the size of the Company and the nature of its assets. The Income Tax Additions on 27,560,340 Financial Year CIT
discrepancies noted on such verification were not material Act, 1961 account of 2012/13 (Appeals)
and have been adjusted in the books of accounts.. disallowance
(iii) The title deeds of the freehold land are held in the name
of the Company. 8. The Company has not defaulted in repayment of loans taken
from banks. According to the information and explanations
2. The inventory has been physically verified by management given to us, the Company has not taken any loans or borrowings
during the year the frequency of which, in our opinion, is from a financial institution or from the Government and it has
reasonable. The discrepancies noticed on physical verification not issued any debentures.
of inventory as compared to book records were not material
and have been dealt with in the books of account. 9. The money raised by the Company by way of buyers’ credit
term loans during the year has been utilised for the purposes
3. The Company has granted an unsecured subordinated loan of for which it was taken. The Company has not neither raised
Rs. 18 crores to its wholly owned subsidiary which listed in the any money by way of initial public offer nor any further public
register maintained under Section 189 of the Act. offer (including debt instruments).
(i)  As informed to us by management, the loan carries 10. During the course of our examination of the books and records
an initial term of 2 years. According to the information of the Company, carried out in accordance with generally
and explanations given to us, and having regard to accepted auditing practices in India, and according to the
management’s representation that the loans is given to its information and explanations given to us, we have neither
wholly-owned subsidiary in the interest of the Company’s noticed any instance of material fraud by the Company or by
business, the terms and conditions of repayment for the the officers or employees on the Company nor has any such
said loan is not prima facie prejudicial to the interest of instance been reported.
the Company.
11. According to the information and explanations given to us the
(ii) there are no stipulations as to repayment of the principal Company has not paid any remuneration to managerial personnel
amount of the loan beyond the initial period of 2 years. as defined in the Act and accordingly the provisions of para 3(xi)
Interest on loan is payable at the end of each financial of the Order are not applicable to the Company.
year. The interest on the loan has been received by the
company post the Balance sheet date. 12. According to the information and explanations given to us the
Company is not a nidhi company and hence the provisions of
(iii) As indicated in our comments in 3(i) above no portion para 3(xii) of the Order are not applicable to the Company.
of the principal amount of the loan is due upto 31st Mar,
2017 and the interest due has been paid post year end. 13. According to the information and explanations given to us the
related party transactions entered into by the Company are in
4. The loan referred to in clause 3 above and covered under accordance with the provisions of 177 and 188 of the Act.
Section 185 of the Act has in turn been used by the subsidiary 14. According to the information and explanations given to us, the
of the company for lending the same to its wholly owned Company has not made any preferential allotment or private
subsidiary company (“ultimate subsidiary”) which has used it placement of shares or of fully or partly convertible debentures
for its principal business activities. The activity of lending is not during the year and hence the provisions of para 3(xiv) of the
covered in the main object clause of Company’s subsidiary. In Order are not applicable.
our opinion and according to the information and explanations
given to us, the provisions of Section 186 of the Act, have 15. According to the information and explanations given to us, the
been complied with in respect of the loan granted, investments Company has not entered into any non-cash transactions with
made and guarantees given by the Company as at March 31, directors or persons connected with them and accordingly,
2017. We are informed that the Company has not given any the provisions of para 3(xv) of the Order are not applicable.
security during the year. 16. According to the information and explanations given to us, the
5. The Company has not accepted any deposits within the meaning Company is not required to be registered under Section 45-IA of
of Section 73 to 76 the Act, and the rules framed thereunder and the Reserve Bank of India Act, 1934 and hence the provisions of
hence the provisions of para 3(v) of the Order are not applicable para 3(xiv) of the Order are not applicable.
to the Company. For B. K. Khare & Co
6. The Central Government of India has not specified the Chartered Accountants
maintenance of cost records under sub-section (1) of Section 148 Firm’s Registration No. 105102W
of the Act for any of the products of the Company. Himanshu Chapsey
7. (i)  The Company is generally regular in depositing the Partner
undisputed statutory dues, including provident fund, Membership No. 105731
employees’ state insurance, income-tax, sales-tax, wealth Place : Mumbai
tax, service tax, duty of customs, value added tax, cess Date : April 25, 2017

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 MAHINDRA SUSTEN PRIVATE LIMITED
(FORMERLY KNOWN AS MAHINDRA EPC SERVICES PRIVATE LIMITED)

ANNEXURE II TO THE INDEPENDENT AUDITOR’S REPORT OF EVEN DATE ON THE FINANCIAL

STATEMENTS OF MAHINDRA SUSTEN PRIVATE LIMITED
Report on the Internal Financial Controls under Clause (i) of Meaning of Internal Financial Controls Over Financial
Sub-section 3 of Section 143 of the Companies Act, 2013 Reporting
(“the Act”) A company’s internal financial control over financial reporting is
We have audited the internal financial controls over financial a process designed to provide reasonable assurance regarding
reporting of Mahindra Susten Private Limited (“the Company”) the reliability of financial reporting and the preparation of financial
as of March 31, 2017 in conjunction with our audit of the statements for external purposes in accordance with generally
standalone Ind AS financial statements of the Company for accepted accounting principles. A company’s internal financial
the year ended on that date. control over financial reporting includes those policies and
Management’s Responsibility for Internal Financial Controls procedures that:
The Company’s management is responsible for establishing and (1) pertain to the maintenance of records that, in reasonable
maintaining internal financial controls based on the internal control detail, accurately and fairly reflect the transactions and
over financial reporting criteria established by the Company dispositions of the assets of the company;
considering the essential components of internal control stated (2) provide reasonable assurance that transactions are recorded
in the Guidance Note on Audit of Internal Financial Controls as necessary to permit preparation of financial statements in
over Financial Reporting issued by the Institute of Chartered accordance with generally accepted accounting principles,
Accountants of India. These responsibilities include the design, and that receipts and expenditures of the company are being
implementation and maintenance of adequate internal financial made only in accordance with authorisations of management
controls that operate effectively for ensuring the orderly and and directors of the company; and
efficient conduct of its business, including adherence to the (3) Provide reasonable assurance regarding prevention or timely
Company’s policies, the safeguarding of its assets, the prevention detection of unauthorised acquisition, use, or disposition of
and detection of frauds and errors, the accuracy and completeness the company’s assets that could have a material effect on the
of the accounting records, and the timely preparation of reliable financial statements.
financial information, as required under the Companies Act, 2013. Inherent Limitations of Internal Financial Controls Over
Auditors’ Responsibility Financial Reporting
Our responsibility is to express an opinion on the Company’s Because of the inherent limitations of internal financial controls
internal financial controls over financial reporting based on our over financial reporting, including the possibility of collusion or
audit. We conducted our audit in accordance with the Guidance improper management override of controls, material misstatements
Note on Audit of Internal Financial Controls Over Financial Reporting due to error or fraud may occur and not be detected. Also,
(the “Guidance Note”) and the Standards on Auditing, issued projections of any evaluation of the internal financial controls over
by ICAI and deemed to be prescribed under Section 143(10) of financial reporting to future periods are subject to the risk that
the Companies Act, 2013, to the extent applicable to an audit of the internal financial control over financial reporting may become
internal financial controls, both applicable to an audit of internal inadequate because of changes in conditions, or that the degree
financial controls and, both issued by the Institute of Chartered of compliance with the policies or procedures may deteriorate.
Accountants of India. Those Standards and the Guidance Note Opinion
require that we comply with ethical requirements and plan and
In our opinion, the Company has, in all material respects, an
perform the audit to obtain reasonable assurance about whether
adequate internal financial controls system over financial reporting
adequate internal financial controls over financial reporting
and such internal financial controls over financial reporting
was established and maintained and if such controls operated
were operating effectively as at March 31, 2017, based on the
effectively in all material respects.
internal control over financial reporting criteria established by
Our audit involves performing procedures to obtain audit evidence the Company considering the essential components of internal
about the adequacy of the internal financial controls system over control stated in the Guidance Note on Audit of Internal Financial
financial reporting and their operating effectiveness. Our audit Controls Over Financial Reporting issued by the Institute of
of internal financial controls over financial reporting included Chartered Accountants of India.
obtaining an understanding of internal financial controls over
financial reporting, assessing the risk that a material weakness
exists, and testing and evaluating the design and operating
For B. K. Khare & Co.
effectiveness of internal control based on the assessed risk.
Chartered Accountants
The procedures selected depend on the auditor’s judgement,
Firm’s Registration No. 105102W
including the assessment of the risks of material misstatement of
the financial statements, whether due to fraud or error. Himanshu Chapsey
We believe that the audit evidence we have obtained is sufficient Partner
and appropriate to provide a basis for our audit opinion on the Membership No. 105731
Company’s internal financial controls system over financial Place : Mumbai
reporting. Date : April 25, 2017

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vikas Please check thoroughly. Vakils will not be responsible for errors not noted on this proof.
 MAHINDRA SUSTEN PRIVATE LIMITED
(FORMERLY KNOWN AS MAHINDRA EPC SERVICES PRIVATE LIMITED)

BALANCE SHEET AS AT 31ST MARCH 2017

Rupees
As at As at As at
Note No. 31st March 2017 31st March 2016 1st April 2015
I. ASSETS
Non-Current Assets
(a) Property, Plant And Equipment ....... 4 3,514,972,745 405,112,022 324,726,596
(b) Capital Work-in-Progress ................. 26,920,432 47,288,995 16,734,271
(c) Other Intangible Assets.................... 5 – 9,943,959 9,977,011
(d) Financial Assets
(i) Investments................................ 6 2,858,280,000 1,090,090,100 64,490,100
(ii) Loans.......................................... 7 180,000,000 – –
(iii) Other Financial Assets............... 8 13,744,123 137,500 120,000
(e) Deferred Tax Assets (Net)................. 9 – 53,053,020 28,203,940
(f) Other Non-Current Assets................ 10 139,495,966 – –
Sub-Total.................................................. 6,733,413,266 1,605,625,596 444,251,918
Current Assets
(a) Inventories......................................... 11 18,912,809 34,044,437 3,801,565
(b) Financial Assets
(i) Investments................................ 6 940,100 10,803,337 –
(ii) Trade Receivables..................... 12 5,620,346,812 3,370,647,049 1,532,312,528
(iii) Cash And Cash Equivalents..... 13 23,153,473 39,216,730 24,942,089
(iv) Other Bank Balances................. 13 25,004,425 23,422,996 22,245,023
(v) Loans.......................................... 7 – – 185,500,000
(vi) Other Financial Assets............... 8 167,207,461 49,492,732 34,386,259
(c) Other Current Assets........................ 10 310,647,236 168,219,565 907,533,183
Sub-Total.................................................. 6,166,212,316 3,695,846,846 2,710,720,647
Total Assets............................................. 12,899,625,582 5,301,472,442 3,154,972,565

II. EQUITY AND LIABILITIES

1. Equity
(a) Equity Share Capital......................... SOCE,14 1,382,617,280 702,717,280 436,794,420
(b) Other Equity...................................... SOCE 4,120,680,252 1,532,259,572 747,431,616
Sub-Total.................................................. 5,503,297,532 2,234,976,852 1,184,226,036
Liabilities
2. Non-Current Liabilities
(a) Financial Liabilities............................
(i) Borrowings................................. 15 1,978,157,993 – –
(b) Provisions.......................................... 16 325,626,557 183,348,090 95,276,980
(c) Deferred Tax Liabilities (Net)............. 9 177,457,415 – –
Sub-Total.................................................. 2,481,241,965 183,348,090 95,276,980
3. Current Liabilities
(a) Financial Liabilities
(i) Borrowings................................. 17 1,424,315,469 – –
(ii) Trade Payables.......................... 18 2,393,599,021 2,691,551,974 1,045,223,623
(iii) Other Financial Liabilities.......... 19 176,654,259 101,310,393 42,190,263
(b) Provisions.......................................... 16 32,426,097 21,884,233 11,547,436
(c) Other Current Liabilities.................... 20 888,091,239 68,400,900 776,508,227
Sub-Total.................................................. 4,915,086,085 2,883,147,500 1,875,469,549
Total.......................................................... 12,899,625,582 5,301,472,442 3,154,972,565

The accompanying notes 1 to 33 are an integral part of the Financial Statements

In terms of our report attached. For and on behalf of the Board of Directors
For B. K. Khare & Co.
Chartered Accountants Parag Shah Satish Kamat
Firm Registration No. 105102W Director Director

Himanshu Chapsey Basant Jain Roshan Gandhi Mandar Joshi

Partner Chief Executive Officer Chief Financial Officer Company Secretary
M. No. 105731
Place : Mumbai Place : Mumbai
Date :  April 25, 2017 Date :  April 25, 2017

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Please check thoroughly. Vakils will not be responsible for errors not noted on this proof. vikas
 MAHINDRA SUSTEN PRIVATE LIMITED
(FORMERLY KNOWN AS MAHINDRA EPC SERVICES PRIVATE LIMITED)

STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED 31ST MARCH 2017
Rupees
For the Current For the Current For the last year
year ended year ended ended,
Particulars Note No. 31st March 2017 31st March 2017 31st March 2016
Continuining Operations
I. Revenue from operations.................................. 21 12,297,468,091 10,019,431,634
II. Other Income..................................................... 22 246,195,900 77,249,402
III. Total Revenue (I + II)...................................... 12,543,663,991 10,096,681,036
IV. Expenses
(a) Cost of materials consumed..................... 23(a) 8,766,024,293 7,718,941,439
(b) Cost of Services rendered......................... 1,875,206,096 1,268,162,980
(c) Changes in stock of finished goods,
work-in-progress and stock-in-trade.......... 23(b) 10,110,758 (14,942,872)
(d) Employee benefit expense........................ 24 704,073,879 464,404,546
(e) Finance costs............................................. 25 34,168,282 (3,649,694)
(f) Depreciation and amortisation expense... 4, 5 46,014,067 27,949,285
(g) Other expenses.......................................... 26 438,547,148 309,397,034
Total Expenses (IV).......................................... 11,874,144,523 9,770,262,718
Profit/(loss) before exceptional items and
tax (I - IV).......................................................... 669,519,468 326,418,318
Exceptional Items.............................................. – –
V. Profit/(loss) before tax.................................... 669,519,468 326,418,318
VI. Tax Expense
(1) Current tax.................................................. 9 – 141,677,442
(2) Minimum Alternate Tax.............................. 139,495,966 –
(3) Minimum Alternate Tax Credit................... (139,495,966) – –
(4) Short provision of Current Tax for earlier
period......................................................... 19,287,871
(5) Deferred tax................................................ 9 231,281,638 (24,349,688)
Total tax expense............................................. 250,569,509 117,327,754
VII. Profit/(loss) after tax from continuing
operations (V - VI)........................................... 418,949,959 209,090,564
VIII. Other comprehensive income 1,457,194 943,605
A  (i) Items that will not be reclassified to
profit or loss........................................
(a)  Remeasurements of the defined
benefit liabilities/(asset).............. 2,228,398 1,442,997
(ii) Income tax relating to items that will
not be reclassified to profit or loss.... (771,204) (499,392)
IX. Total comprehensive income for the year
(XV + XVIII)...................................................... 417,492,765 208,146,959
X. Total comprehensive income for the year
attributable to:
Owners of the Company................................... 417,492,765 208,146,959
XI. Earnings per equity share (for continuing
operation):
(1) Basic........................................................... 27 3.45 3.64
(2) Diluted........................................................ 27 3.36 3.43
The accompanying notes 1 to 33 are an integral part of the Financial Statements
In terms of our report attached. For and on behalf of the Board of Directors
For B. K. Khare & Co.
Chartered Accountants Parag Shah Satish Kamat
Firm Registration No. 105102W Director Director

Himanshu Chapsey Basant Jain Roshan Gandhi Mandar Joshi

Partner Chief Executive Officer Chief Financial Officer Company Secretary
M. No. 105731
Place : Mumbai Place : Mumbai
Date :  April 25, 2017 Date :  April 25, 2017

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vikas Please check thoroughly. Vakils will not be responsible for errors not noted on this proof.
 MAHINDRA SUSTEN PRIVATE LIMITED
(FORMERLY KNOWN AS MAHINDRA EPC SERVICES PRIVATE LIMITED)

STATEMENT OF CASH FLOWS FOR THE YEAR ENDED 31ST MARCH 2017
Year ended Year ended
Particulars 31st March 2017 31st March 2016
Cash flows from operating activities:
Profit after tax for the year ................................................................................................ 418,949,959 209,090,564
Adjustments for:
Income tax expense recognised in profit or loss...................................................... 250,569,509 117,327,754
Amortisation of fair value of unvested ESOPs .......................................................... 9,954,291 6,617,763
Finance costs recognised in profit or loss................................................................. 34,168,282 (3,649,694)
Investment income recognised in profit or loss........................................................ (162,313,873) (32,208,928)
Depreciation and amortisation of non-current assets............................................... 46,014,067 27,949,285
Expense recognised in respect of shares issued in exchange for goods/services. (7,106,376)
171,285,900 116,036,180

Movements in working capital:

Increase in trade and other receivables..................................................................... (2,249,699,763) (1,838,334,521)
(Increase)/decrease in inventories.............................................................................. 15,131,628 (30,242,872)
(Increase)/decrease in other assets........................................................................... (136,378,701) 747,157,517
Decrease in trade and other payables....................................................................... (327,744,959) 1,646,328,351
Increase/(decrease) in provisions............................................................................... 178,948,065 104,032,969
(Decrease)/increase in other liabilities....................................................................... 821,897,521 (648,987,197)
(1,697,846,209) (20,045,753)
Income taxes paid.............................................................................................................. (158,783,837) (142,176,834)
Net cash generated by operating activities....................................................................... (1,266,394,187) 162,904,157

Cash flows from investing activities:

Payments to acquire financial assets......................................................................... (1,951,933,286) (1,051,527,311)
Interest received.......................................................................................................... 38,550,175 24,365,030
Repayments by related parties................................................................................... – 185,500,000
Payments for property, plant and equipment............................................................ (3,083,414,246) (138,856,382)
Payments for intangible assets...................................................................................
Net cash outflow on acquisition of subsidiaries........................................................
Net cash (used in)/generated by investing activities........................................................ (4,996,797,357) (980,518,663)

Cash flows from financing activities:

Proceeds from issue of equity instruments of the Company.................................... 2,847,980,000 835,986,094
Proceeds from borrowings......................................................................................... 3,447,863,341 –
Interest on margin money deposits........................................................................... (15,81,429) (11,77,973)
Interest paid................................................................................................................. (47,133,625) (2,918,974)
Net cash used in financing activities................................................................................. 6,247,128,287 831,889,147
Net increase in cash and cash equivalents.................................................................. (16,063,257) 14,274,641
Cash and cash equivalents at the beginning of the year......................................... 39,216,730 24,942,089
Cash and cash equivalents at the end of the year...................................................... 23,153,473 39,216,730

The accompanying notes 1 to 33 are an integral part of the Financial Statements

In terms of our report attached. For and on behalf of the Board of Directors
For B. K. Khare & Co.
Chartered Accountants Parag Shah Satish Kamat
Firm Registration No. 105102W Director Director

Himanshu Chapsey Basant Jain Roshan Gandhi Mandar Joshi

Partner Chief Executive Officer Chief Financial Officer Company Secretary
M. No. 105731
Place : Mumbai Place : Mumbai
Date :  April 25, 2017 Date :  April 25, 2017

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Please check thoroughly. Vakils will not be responsible for errors not noted on this proof. vikas
 MAHINDRA SUSTEN PRIVATE LIMITED
(FORMERLY KNOWN AS MAHINDRA EPC SERVICES PRIVATE LIMITED)

STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31ST MARCH 2017

A. Equity share capital

Rupees
As at 1 April 2015............................................................................................................................................... 436,794,420
Changes in equity share capital during the year................................................................................................ 265,922,860

As at 31 March 2016 702,717,280

Changes in equity share capital during the year................................................................................................ 679,900,000

As at 31 March 2017.......................................................................................................................................... 1,382,617,280

b. Other Equity

Rupees
Other
Securities Reserve (ESOP
Premium Outstanding Retained
Reserve A/c) Earnings Total

As at 1 April 2015....................................................... 203,205,568 8,510,817 535,715,231 747,431,616

Add: Sec Premium on Shares issued
during the year............................................................. 570,063,234 – – 570,063,234
Profit for the period...................................................... – 6,617,763 209,090,564 215,708,327
Other Comprehensive Income/(Loss).......................... – – (943,605) (943,605)
Total Comprehensive Income for the year.................. – 6,617,763 208,146,959 214,764,722

As at 31 March 2016.................................................. 773,268,802 15,128,580 743,862,190 1,532,259,572

Add: Sec Premium on Shares issued
during the year............................................................. 2,168,080,000 – – 2,168,080,000
Profit for the period...................................................... – 9,954,291 418,949,959 428,904,250
Other Comprehensive Income/(Loss).......................... – – (1,457,194) (1,457,194)
Total Comprehensive Income for the year.................. – 9,954,291 417,492,765 427,447,056
Equity Share Issuance Costs....................................... (7,106,376) – – (7,106,376)

As at 31 March 2017.................................................. 2,934,242,426 25,082,871 1,161,354,955 4,120,680,252

The accompanying notes 1 to 33 are an integral part of the Financial Statements

In terms of our report attached. For and on behalf of the Board of Directors
For B K Khare & Co
Chartered Accountants Parag Shah Satish Kamat
Firm Registration No. 105102W Director Director

Himanshu Chapsey Basant Jain Roshan Gandhi Mandar Joshi

Partner Chief Executive Officer Chief Financial Officer Company Secretary
M. No. 105731
Place : Mumbai Place : Mumbai
Date :  April 25, 2017 Date :  April 25, 2017

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vikas Please check thoroughly. Vakils will not be responsible for errors not noted on this proof.
 MAHINDRA SUSTEN PRIVATE LIMITED
(FORMERLY KNOWN AS MAHINDRA EPC SERVICES PRIVATE LIMITED)

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH 2017
1. Nature of Operations b) Use of estimates
Mahindra Susten Private Limited (‘the Company’) is a company limited by The standalone financial statements have been prepared in accordance
shares, incorporated and domiciled in India and is a subsidiary of Mahindra with Indian Accounting Standards (Ind AS) notified under the Companies
Holdings Limited. The Company is engaged in the business of providing (Indian Accounting Standards) Rules 2015 requires management to
services in the areas of Engineering, Procurement and Construction of make estimates and assumptions that affect the reported amount of
power plants in renewable energy, operations and maintenance, analytics, assets, liabilities, revenues and expenses and disclosure of contingent
energy management services and industrial build solutions. liabilities on the date of the financial statements. The estimates and
assumptions used in the accompanying financial statements are based
The standalone financial statements were authorized for issue in accordance upon management’s evaluation of the relevant facts and circumstances
with a resolution of the Board of Directors on 25th April 2017. as of the date of financial statements, which in management’s opinion
are prudent and reasonable. Actual results may differ from the estimates
2. Statement of Compliance
used in preparing the accompanying financial statements. Any revision
The standalone financial statements have been prepared in accordance with to accounting estimates is recognised prospectively in current and
Indian Accounting Standards (Ind AS) notified under the Companies (Indian future periods.
Accounting Standards) Rules, 2015.
c) Revenue Recognition:
Up to the year ended 31 March 2016, the Company prepared its standalone
financial statements in accordance with the requirements of previous GAAP, Revenue is recognized to the extent that it is probable that the economic
which includes Standards notified under the Companies (Accounting benefits will flow to the Company and the revenue can be reliably
Standards) Rules, 2006. These are the Company’s first Ind AS financial measured.
statements. The date of transition to Ind AS is 1 April 2015.
(i)
EPC Contracts
The Company is exempt from preparing a consolidated financial statement
Revenue from a fixed price contract is recognized on percentage of
(CFS)
completion method measured on the basis of stage of completion
a) being a wholly owned intermediate subsidiary; of that contract activity at the end of the reporting period, measured
b) not listed on any stock exchange and; based on certification done internally or by external consultants or
customers.
c) as its ultimate holding company files CFS with the Registrar of Companies
which are in compliance with applicable accounting standards. When it is probable that total contract costs will exceed total contract
revenue, the expected loss is recognised as an expense immediately.
3. 
Significant Accounting Policies and Accounting Judgments and
Estimates (ii) Sales of goods

A) Significant Accounting Policies Revenue from sale of goods is recognized on transfer of all significant
risks and rewards of ownership to the buyer. Sales are stated net of
a) Basis of Preparation of Financial Statements trade discount, duties and sales tax.
The standalone financial statements have been prepared on the historical
cost basis except for certain financial instruments that are measured (iii)
Service Income
at fair values at the end of each reporting period, as explained in the  Service income is recognised as per the terms of the contract when
accounting policies below. the related services are rendered. It is stated net of service tax.
Historical cost is generally based on the fair value of the consideration
(iv)
Interest income
given in exchange for goods and services.
Interest income from a financial asset is recognised when it is
Fair value is the price that would be received to sell an asset or paid to probable that the economic benefits will flow to the Company and
transfer a liability in an orderly transaction between market participants the amount of income can be measured reliably.
at the measurement date, regardless of whether that price is directly
observable or estimated using another valuation technique. In estimating Interest income is accrued on a time basis, by reference to the
the fair value of an asset or a liability, the Company takes into account principal outstanding and at the effective interest rate applicable,
the characteristics of the asset or liability if market participants would which is the rate that exactly discounts estimated future cash receipts
take those characteristics into account when pricing the asset or liability through the expected life of the financial asset to that asset’s net
at the measurement date. Fair value for measurement and/or disclosure carrying amount on initial recognition.
purposes in these financial statements is determined on such a basis,
except for share-based payment transactions that are within the scope (v)
Dividend Income
of Ind AS 102, leasing transactions that are within the scope of Ind AS Dividend income is recognized when the right to receive dividend is
17, and measurements that have some similarities to fair value but are established.
not fair value, such as net realisable value in Ind AS 2 or value in use in
Ind AS 36.
(vi)
Insurance claim
In addition, for financial reporting purposes, fair value measurements are Insurance claims are accounted for on the basis of claims admitted/
categorised into Level 1, 2, or 3 based on the degree to which the inputs expected to be admitted and to the extent that the amount
to the fair value measurements are observable and the significance of the recoverable can be measured reliably and it is reasonable to expect
inputs to the fair value measurement in its entirety, which are described ultimate collection.
as follows:
• 
Level 1 inputs are quoted prices (unadjusted) in active markets d) Current and Non-current classification
for identical assets or liabilities that the entity can access at the The Company presents assets and liabilities in the balance sheet based on
measurement date; current/ non-current classification. An asset is treated as current when it is:
• Level 2 inputs are inputs, other than quoted prices included within • 
Expected to be realized or intended to be sold or consumed in
Level 1, that are observable for the asset or liability, either directly or normal operating cycle
indirectly; and
• Held primarily for the purpose of trading
• Level 3 inputs are unobservable inputs for the asset or liability.
• 
Expected to be realized within twelve months after the reporting
The financial statements are prepared in Indian Rupees. period, or

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Please check thoroughly. Vakils will not be responsible for errors not noted on this proof. vikas
 MAHINDRA SUSTEN PRIVATE LIMITED
(FORMERLY KNOWN AS MAHINDRA EPC SERVICES PRIVATE LIMITED)

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH 2017
• 
Cash or cash equivalent unless restricted from being exchanged impairment losses. Amortisation is recognised on a straight-line
or used to settle a liability for at least twelve months after the basis over their estimated useful lives.
reporting period.
The estimated useful life and amortisation method are reviewed at
All other assets are classified as non-current. the end of each reporting period, with the effect of any changes
in estimate being accounted for on a prospective basis. Intangible
A liability is current when: assets with indefinite useful lives that are acquired separately are
carried at cost less accumulated impairment losses.
• It is expected to be settled in normal operating cycle

• It is held primarily for the purpose of trading Internally-generated intangible assets

Expenditure on research activities is recognised as an expense in the
• It is due to be settled within twelve months after the reporting period,
period in which it is incurred.
or
An internally-generated intangible asset arising from development (or
• There is no unconditional right to defer the settlement of the liability from the development phase of an internal project) is recognised if,
for at least twelve months after the reporting period. and only if, all of the following have been demonstrated:
The Company classifies all other liabilities as non-current. • the technical feasibility of completing the intangible asset so that
Deferred tax assets and liabilities are classified as non-current assets or it will be available for use or sale;
liabilities. • the intention to complete the intangible asset and use or sell it;
The operating cycle is the time between the acquisition of assets for • the ability to use or sell the intangible asset;
processing and their realization in cash and cash equivalents. The
Company has identified twelve months as its operating cycle. • how the intangible asset will generate probable future economic
benefits;
e) Property plant and equipment and Intangible Assets:
• 
the availability of adequate technical, financial and other
(i) Property plant and equipment: resources to complete the development and to use or sell the
intangible asset; and
Properties in the course of construction for production, supply or
administrative purposes are carried at cost, less any recognised • the ability to measure reliably the expenditure attributable to the
impairment loss. Cost includes professional fees and, for qualifying intangible asset during its development.
assets, borrowing costs capitalised in accordance with the
Company’s accounting policy. Such properties are classified to The amount initially recognised for internally-generated intangible
the appropriate categories of property, plant and equipment when assets is the sum of the expenditure incurred from the date when
completed and ready for intended use. Depreciation of these assets, the intangible asset first meets the recognition criteria listed above.
on the same basis as other property assets, commences when the Where no internally-generated intangible asset can be recognised,
assets are ready for their intended use. development expenditure is recognised in profit or loss in the period
in which it is incurred.

Fixtures and equipment are stated at cost less accumulated
depreciation and accumulated impairment losses. 
Subsequent to initial recognition, internally-generated intangible
assets are reported at cost less accumulated amortisation and
Freehold land is stated at the cost of acquisition and is not accumulated impairment losses, on the same basis as intangible
depreciated. assets that are acquired separately.
Depreciation on tangible assets in respect of electricity business is
(iii)
Impairment:
provided at the rate as well as methodology notified by the Central
Electricity Regulation Commission (Terms and Conditions of Tariff) The carrying amounts of assets are reviewed at each balance sheet
Regulations, 2016. date if there is any indication of impairment based on internal/
external factors. An impairment loss is recognised wherever the
Depreciation on other tangible assets is recognised so as to write carrying amount of an asset exceeds its recoverable amount. The
off the cost of assets (other than freehold land and properties under recoverable amount is the greater of the asset’s net selling price
construction) less their residual values over their useful lives or as and value in use. In assessing value in use, the Company makes a
prescribed in schedule II to the Companies Act 2013 whichever is reasonable estimate of the value in use.
higher. The estimated useful lives, residual values and depreciation
method are reviewed at the end of each reporting period, with the When an impairment loss subsequently reverses, the carrying amount
effect of any changes in estimate accounted for on a prospective basis. of the asset is increased to the revised estimate of its recoverable
amount, but so that the increased carrying amount does not exceed
Assets held under finance leases are depreciated over their expected the carrying amount that would have been determined had no
useful lives on the same basis as owned assets. However, when impairment loss been recognised for the asset in prior years. A
there is no reasonable certainty that ownership will be obtained by reversal of an impairment loss is recognised immediately in profit or loss.
the end of the lease term, assets are depreciated over the shorter of
the lease term and their useful lives. f) Borrowing Costs
An item of property, plant and equipment is derecognised upon Borrowing costs directly attributable to the acquisition, construction
disposal or when no future economic benefits are expected to arise or production of an asset are capitalized as part of the cost of the
from the continued use of the asset. Any gain or loss arising on the asset. All other borrowing costs are expensed in the period in which
disposal or retirement of an item of property, plant and equipment they occur. Borrowing costs consist of interest and other costs that
is determined as the difference between the sales proceeds (net an entity incurs in connection with the borrowing of funds. Borrowing
of expenses incurred in connection with the sale) and the carrying cost also includes exchange differences to the extent regarded as an
amount of the asset and is recognised in profit or loss. adjustment to the borrowing costs.

(ii)
Intangible Assets: g)
Inventories
Inventories are stated at lower of cost and net realisable value.
Intangible assets acquired separately
Intangible assets with finite useful lives that are acquired separately Cost of raw materials includes all costs of purchase, conversion and
are carried at cost less accumulated amortisation and accumulated other direct attributable costs incurred for bringing the items to their

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vikas Please check thoroughly. Vakils will not be responsible for errors not noted on this proof.
 MAHINDRA SUSTEN PRIVATE LIMITED
(FORMERLY KNOWN AS MAHINDRA EPC SERVICES PRIVATE LIMITED)

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH 2017
present location and condition and is determined using the weighted of the recoverable amount. If the recoverable amount of the
average cost method. cash-generating unit is less than the value of the investment, the
investment is considered to be impaired and is written down to its
The cost of contracts work in progress comprises costs directly recoverable amount. An impairment loss is recognised immediately
attributable to the specific contracts and related overheads. in the profit and loss account.
Traded goods costs includes cost of purchase and other costs
incurred in bringing the inventories to their present location and l) Employee Benefits
condition. Cost is determined on weighted average basis.
(i) Short term employee benefit
Net realisable value is the estimated selling price in the ordinary All employee benefits payable wholly within twelve months of
course of business, less the estimated costs of completion and the rendering the service are classified as short-term employee
estimated costs necessary to make the sale. benefits. These benefits include short term compensated
absences such as paid annual leave. The undiscounted amount
h) Foreign Exchange Transactions of short-term employee benefits expected to be paid in exchange

Transactions in foreign currencies are initially recorded at the for the services rendered by employees is recognized as an
exchange rates prevailing on the date of transaction. Monetary expense during the period. Benefits such as salaries and wages,
items are translated at the year-end rates. The exchange difference etc. and the expected cost of the bonus/ex-gratia are recognized
between the rate prevailing on the date of transaction and on the in the period in which the employee renders the related service.
date of settlement as also on translation of monetary items at the end
of the year is recognized as income or expense, as the case may be. (ii) Post employment employee benefits
Liabilities recognised in respect of other long-term employee
Exchange differences on monetary items are recognised in in the
benefits are measured at the present value of the estimated future
Statement of Profit and Loss in the period in which they arise except for:
cash outflows expected to be made by the Group in respect of
• exchange differences on foreign currency borrowings relating to services provided by employees up to the reporting date.
assets under construction for future productive use, which are
included in the cost of those assets when they are regarded a) Defined Contribution schemes
as an adjustment to interest costs on those foreign currency The Company’s contributions to the Provident Fund
borrowings; and Employee’s State Insurance Fund are charged to
the Statement of Profit and Loss of the year when the
• 
exchange differences on transactions entered into in order to
contributions to the respective funds are due.
hedge certain foreign currency risks.
b) Defined benefits plans
i) Hedge Accounting
The Company provides for gratuity, a defined benefit
The Company designates certain hedging instruments, which include
plan (the “Gratuity Plan”) covering eligible employees
derivatives, and non-derivatives in respect of foreign currency risk,
in accordance with the Payment of Gratuity Act, 1972.
as either fair value hedges, or cash flow hedges. Hedges of foreign
The Gratuity Plan provides a lump sum payment to
exchange risk on firm commitments are accounted for as cash flow
vested employees at retirement, death, incapacitation
hedges.
or termination of employment, of an amount based
The effective portion of changes in the fair value of derivatives that on the respective employee’s salary and the tenure
are designated and qualify as cash flow hedges is recognised in of employment. The Company’s liability is actuarially
other comprehensive income and accumulated under the heading of determined (using the Projected Unit Credit method) at
cash flow hedging reserve. The gain or loss relating to the ineffective the end of each year.
portion is recognised immediately in profit or loss, and is included in
For defined benefit retirement benefit plans, the cost of
the ‘Other income’ line item.
providing benefits is determined using the projected unit
Changes in fair value of the designated portion of derivatives credit method, with actuarial valuations being carried
that qualify as fair value hedges are recognised in profit or loss out at the end of each annual reporting period. Re-
immediately, together with any changes in the fair value of the measurement, comprising actuarial gains and losses, the
hedged asset or liability that are attributable to the hedged risk. effect of the changes to the asset ceiling (if applicable)
The change in the fair value of the designated portion of hedging and the return on plan assets (excluding net interest), is
instrument and the change in the hedged item attributable to the reflected immediately in the balance sheet with a charge
hedged risk are recognised in profit or loss in the line item relating or credit recognised in other comprehensive income
to the hedged item. in the period in which they occur. Re-measurement
recognised in other comprehensive income is reflected
j) Segment Information immediately in retained earnings and is not reclassified
to profit or loss.
Operating segments are reported consistently with the internal
reporting provided to the Chief Executive Officer. The highest m)
Operating lease
decision-making executive is responsible for allocating resources
to and assessing the performance of the operating segments. The Operating lease payments are recogonised as an expense in the
maximum decision-making body is the Chief Executive Officer. statement of profit and loss on a straight line basis over the
lease term.
The Company operates only in one segment viz. Engineering,
Procurement and Construction contracts. n) Share Based Payments

Equity-settled share-based payments to employees and others
k)
Investments providing similar services are measured at the fair value of the equity
Investment in subsidiaries are stated at cost less any provision for instruments at the grant date.
impairment.
The fair value determined at the grant date of the equity-settled share-

The Company assesses investments for impairment whenever based payments is expensed on a straight-line basis over the vesting
events or changes in circumstances indicate that the carrying period, based on the Company’s estimate of equity instruments that
value of an investment may not be fully recoverable. If any such will eventually vest, with a corresponding increase in equity. At the
indication of impairment exists, the Company makes an estimate end of each reporting period, the Company revises its estimate of

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Please check thoroughly. Vakils will not be responsible for errors not noted on this proof. vikas
 MAHINDRA SUSTEN PRIVATE LIMITED
(FORMERLY KNOWN AS MAHINDRA EPC SERVICES PRIVATE LIMITED)

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH 2017
the number of equity instruments expected to vest. The impact of Transaction costs directly attributable to the acquisition of financial
the revision of the original estimates, if any, is recognised in profit or assets or financial liabilities at fair value through profit or loss are
loss such that the cumulative expense reflects the revised estimate, recognised immediately in profit or loss.
with a corresponding adjustment to the equity-settled employee
benefits reserve. (i)
Financial assets
All financial assets by regular way of purchases or sales are
o) Taxes on Income recognised and derecognised on a trade date basis. Regular way
Current tax is determined as the amount of tax payable in respect of of purchases or sales are purchases or sales of financial assets
taxable income for the year. that require delivery of assets within the time frame established
by regulation or convention in the marketplace.
Deferred tax is recognised, subject to consideration of prudence,
on timing differences, being the difference between taxable income All recognised financial assets are subsequently measured at
and accounting income that originate in one period and are capable either amortised cost or fair value, depending on the classification
of reversal in one or more subsequent periods. Deferred tax of the financial assets.
is measured based on the tax rates and the tax laws enacted or
substantively enacted at the balance sheet date. Deferred tax assets Classification of financial assets
are recognised only to the extent that there is reasonable certainty

Debt instruments that meet the following conditions are
that sufficient future taxable income will be available against which
subsequently measured at amortised cost (except for debt
such deferred tax assets can be realised.
instruments that are designated as at fair value through profit or
The carrying amount of deferred tax assets is reviewed at the end of loss on initial recognition):
each reporting period and reduced to the extent that it is no longer
probable that sufficient taxable profits will be available to allow all or • the asset is held within a business model whose objective
part of the asset to be recovered. is to hold assets in order to collect contractual cash
flows; and
Deferred tax liabilities and assets are measured at the tax rates that
are expected to apply in the period in which the liability is settled or • the contractual terms of the instrument give rise on
the asset realised, based on tax rates (and tax laws) that have been specified dates to cash flows that are solely payments
enacted or substantively enacted by the end of the reporting period. of principal and interest on the principal amount
outstanding.
Current and deferred tax are recognised in profit or loss, except
when they relate to items that are recognised in other comprehensive Effective interest method
income or directly in equity, in which case, the current and deferred
The effective interest method is a method of calculating the
tax are also recognised in other comprehensive income or directly in
amortised cost of a debt instrument and of allocating interest
equity respectively.
income over the relevant period. The effective interest rate is
the rate that exactly discounts estimated future cash receipts
p) Provisions and Contingent Liabilities (including all fees and points paid or received that form an
(i)
Provisions integral part of the effective interest rate, transaction costs and
other premiums or discounts) through the expected life of the
Provisions are recognised when the Company has a present debt instrument, or, where appropriate, a shorter period, to the
obligation (legal or constructive) as a result of a past event, net carrying amount on initial recognition.
it is probable that the Company will be required to settle the
obligation, and a reliable estimate can be made of the amount of Income is recognised on an effective interest basis for debt
the obligation. instruments other than those financial assets classified as at
FVTPL. Interest income is recognised in profit or loss and is
The amount recognised as a provision is the best estimate of
included in the “Other income” line item.
the consideration required to settle the present obligation at the
end of the reporting period, taking into account the risks and
uncertainties surrounding the obligation. When a provision is Financial assets at fair value through profit or loss (FVTPL)
measured using the cash flows estimated to settle the present Investments in debt/equity instruments are classified as at FVTPL,
obligation, its carrying amount is the present value of those cash unless the Company irrevocably elects on initial recognition to
flows (when the effect of the time value of money is material). present subsequent changes in fair value in other comprehensive
income for investments in equity instruments which are not held
(ii)
Contingent liabilities for trading.
Where no reliable estimate can be made, a disclosure is made Financial assets at FVTPL are measured at fair value at the
as contingent liability. A disclosure for a contingent liability is also end of each reporting period, with any gains or losses arising
made when there is a possible obligation or a present obligation on re-measurement recognised in profit or loss. The net gain
that may, but probably will not, require an outflow of resources. or loss recognised in profit or loss incorporates any dividend
Where there is a possible obligation or a present obligation in or interest earned on the financial asset and is included in the
respect of which the likelihood of outflow of resources is remote, ‘Other income’ line item. Dividend on financial assets at FVTPL is
no provision or disclosure is made. recognised when the Company’s right to receive the dividends is
established, it is probable that the economic benefits associated
q) Financial Assets and Financial Liabilities with the dividend will flow to the entity, the dividend does not
represent a recovery of part of cost of the investment and the
Financial assets and financial liabilities are recognised when the amount of dividend can be measured reliably.
Company becomes a party to the contractual provisions of the
instruments.
Impairment of financial assets
Financial assets and financial liabilities are initially measured at The Company applies the expected credit loss model for
fair value. Transaction costs that are directly attributable to the recognising impairment loss on financial assets measured at
acquisition or issue of financial assets and financial liabilities (other amortised cost, debt instruments at FVTOCI, lease receivables,
than financial assets and financial liabilities at fair value through profit trade receivables, other contractual rights to receive cash or
or loss) are added to or deducted from the fair value of the financial other financial asset, and financial guarantees not designated as
assets or financial liabilities, as appropriate, on initial recognition. at FVTPL.

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vikas Please check thoroughly. Vakils will not be responsible for errors not noted on this proof.
 MAHINDRA SUSTEN PRIVATE LIMITED
(FORMERLY KNOWN AS MAHINDRA EPC SERVICES PRIVATE LIMITED)

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH 2017

Expected credit losses are the weighted average of credit For foreign currency denominated financial assets measured
losses with the respective risks of default occurring as the at amortised cost and FVTPL, the exchange differences are
weights for each category of receivable. Credit loss is the recognised in profit or loss except for those which are designated
difference between all contractual cash flows that are due to the as hedging instruments in a hedging relationship.
Company in accordance with the contract/agreement and all the
cash flows that the Company expects to receive (i.e. all cash (ii)
Financial liabilities
shortfalls), discounted at the original effective interest rate (or All financial liabilities are subsequently measured at amortised
credit-adjusted effective interest rate for purchased or originated cost using the effective interest method or at FVTPL.
credit-impaired financial assets). The Company estimates cash
flows by considering all contractual/agreed terms of the financial Financial liabilities at FVTPL are stated at fair value, with any gains
instrument (for example, prepayment, extension, call and similar or losses arising on re-measurement recognised in profit or loss.
options) through the expected life of that financial instrument. The net gain or loss recognised in profit or loss incorporates any
interest paid on the financial liability and is included in the ‘Other
The Company measures the loss allowance for a financial income’ line item.
instrument at an amount equal to the lifetime expected credit
losses if the credit risk on that financial instrument has increased Financial liabilities subsequently measured at amortised cost
significantly since initial recognition. If the credit risk on a
financial instrument has not increased significantly since initial Financial liabilities that are not designated as at FVTPL are
recognition, the Company measures the loss allowance for that measured at amortised cost at the end of subsequent accounting
financial instrument at an amount equal to 12-month expected periods. The carrying amounts of financial liabilities that are
credit losses. 12-month expected credit losses are portion of the subsequently measured at amortised cost are determined based
life-time expected credit losses and represent the lifetime cash on the effective interest method. Interest expense that is not
shortfalls that will result if default occurs within the 12 months capitalised as part of costs of an asset is included in the ‘Finance
after the reporting date and thus, are not cash shortfalls that are costs’ line item.
predicted over the next 12 months. The effective interest method is a method of calculating the

If the Company measured loss allowance for a financial amortised cost of a financial liability and of allocating interest
instrument at lifetime expected credit loss model in the previous expense over the relevant period. The effective interest rate is
period, but determines at the end of a reporting period that the the rate that exactly discounts estimated future cash payments
credit risk has not increased significantly since initial recognition (including all fees and points paid or received that form an
due to improvement in credit quality as compared to the previous integral part of the effective interest rate, transaction costs and
period, the Company again measures the loss allowance based other premiums or discounts) through the expected life of the
on 12-month expected credit losses. financial liability, or (where appropriate) a shorter period, to the
net carrying amount on initial recognition.
When making the assessment of whether there has been a
significant increase in credit risk since initial recognition, the Foreign exchange gains and losses
Company uses the change in the risk of a default occurring over
For financial liabilities that are denominated in a foreign currency
the expected life of the financial instrument instead of the change
and are measured at amortised cost at the end of each reporting
in the amount of expected credit losses. To make that assessment,
period, the foreign exchange gains and losses are determined
the Company compares the risk of a default occurring on the
based on the amortised cost of the instruments and are
financial instrument as at the reporting date with the risk of a
recognised in ‘Other income’.
default occurring on the financial instrument as at the date of initial
recognition and considers reasonable and supportable information, The fair value of financial liabilities denominated in a foreign
that is available without undue cost or effort, that is indicative of currency is determined in that foreign currency and translated
significant increases in credit risk since initial recognition. at the spot rate at the end of the reporting period. For financial
liabilities that are measured as at FVTPL, the foreign exchange
For trade receivables or any contractual right to receive cash
component forms part of the fair value gains or losses and is
or another financial asset that result from transactions that are
recognised in profit or loss.
within the scope of Ind AS 11 and Ind AS 18, the Company
always measures the loss allowance at an amount equal to
Derecognition of financial liabilities
lifetime expected credit losses.
The Company derecognises financial liabilities when, and only
Further, for the purpose of measuring lifetime expected credit when, the Company’s obligations are discharged, cancelled
loss allowance for trade receivables, the Company has used a or have expired. An exchange between with a lender of debt
practical expedient as permitted under Ind AS 109. This expected instruments with substantially different terms is accounted for
credit loss allowance is computed based on a provision matrix as an extinguishment of the original financial liability and the
which takes into account historical credit loss experience and recognition of a new financial liability. Similarly, a substantial
adjusted for forward-looking information. modification of the terms of an existing financial liability (whether
or not attributable to the financial difficulty of the debtor) is
Derecognition of financial assets accounted for as an extinguishment of the original financial

The Company derecognises a financial asset when the liability and the recognition of a new financial liability. The
contractual rights to the cash flows from the asset expire, or difference between the carrying amount of the financial liability
when it transfers the financial asset and substantially all the risks derecognised and the consideration paid and/or payable is
and rewards of ownership of that financial asset to another party. recognised in profit or loss.

On derecognition of a financial asset in its entirety, the difference Derivative financial instruments
between the asset’s carrying amount and the sum of the
consideration received and receivable is recognised in profit or 
The Company enters into a variety of derivative financial
loss, if such gain or loss would have otherwise been recognised instruments to manage its exposure to interest rate and foreign
in profit or loss on disposal of that financial asset. exchange rate risks, including foreign exchange forward
contracts, interest rate swaps and cross currency swaps.
Foreign exchange gains and losses Derivatives are initially recognised at fair value at the date the
The fair value of financial assets denominated in a foreign derivative contracts are entered into and are subsequently
currency is determined in that foreign currency and translated at remeasured to their fair value at the end of each reporting
the spot rate at the end of each reporting period. period. The resulting gain or loss is recognised in profit or loss

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Please check thoroughly. Vakils will not be responsible for errors not noted on this proof. vikas
 MAHINDRA SUSTEN PRIVATE LIMITED
(FORMERLY KNOWN AS MAHINDRA EPC SERVICES PRIVATE LIMITED)

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH 2017
immediately unless the derivative is designated and effective as a Management reviews the useful lives and residual values of property,
hedging instrument, in which event the timing of the recognition plant and equipment and intangible assets, at least once a year and
in profit or loss depends on the nature of the hedging relationship any changes could affect the depreciation rates prospectively and
and the nature of the hedged item. hence the asset carrying values.

r) Cash and Cash Equivalents Impairment of non financial assets

Cash and cash equivalents for the purpose of Cash Flow Statements The Company reviews its property, plant and equipment and intangible
include cash in hand, demand deposits with banks, other short-term assets for possible impairment if there are events or changes in
highly liquid investments with original maturities of three months or circumstances that indicate that carrying values of the assets may
less. not be recoverable. In assessing the impairment, the management
considers the fall in prices of power tariffs, increase in cost of capital etc.
s) Earnings Per Share The carrying value of assets is compared with the fair value of
those assets, that is, the higher of net realisable value and value in
Basic earnings per share is calculated by dividing the net profit
use. Value in use is usually determined on the basis of discounted
or loss for the period attributable to equity shareholders by the
estimated future cash flows. This involves management estimates on
weighted average number of equity shares outstanding during
market demand and generation of power, economic and regulatory
the period and, Diluted earnings per share is calculated by
environment, discount rate and other factors. Any subsequent
dividing the net profit or loss for the period attributable to equity
changes to cash flow due to changes in the above mentioned factors
shareholders by the weighted average number of equity shares
could impact on carrying value of assets.
outstanding during the period adjusted for the effects of dilutive
options. Provisions and liabilities

t) First-time adoption – mandatory exceptions, optional exemptions, Provisions and liabilities are recognised in the period when it becomes
and overall principle probable that there will be a future outflow of funds resulting from
past operations or events that can reasonably be estimated. The
The Company has prepared the opening balance sheet as per timing of recognition requires application of judgement to existing
Ind AS as of 1 April 2015 (the transition date) by recognising all facts and circumstances which may be subject to change.
assets and liabilities whose recognition is required by Ind AS, not
recognising items of assets or liabilities which are not permitted Contingencies
by Ind AS, by reclassifying items from previous GAAP to Ind AS Contingent liabilities are disclosed under notes on accounts but are
as required under Ind AS, and applying Ind AS in measurement of not provided for in the financial statements. Although there can be
recognised assets and liabilities. However, this principle is subject to no assurance regarding the final outcome of the legal proceedings,
the certain exception and certain optional exemptions availed by the the group does not expect them to have a materially adverse impact
Company as detailed below. on financial position or profitability.

Impairment of financial assets Tax

The Company has applied the impairment requirements of Ind AS The Company is subject to tax in India. The current tax liability
109 retrospectively; however, as permitted by Ind AS 101, it has used booked in respect of any period is dependent upon the interpretation
reasonable and supportable information that is available without of the relevant tax laws and rules as applicable to the Company. The
undue cost or effort to determine the credit risk at the date that amount of tax payable may remain uncertain until the position of the
financial instruments were initially recognised in order to compare Company is agreed with/ assessed by the relevant tax authorities.
it with the credit risk at the transition date. Further, the Company Whilst estimates must be made of deferred tax positions of the
has not undertaken an exhaustive search for information when Company, this may involve the exercise of a degree of judgement.
determining, at the date of transition to Ind ASs, whether there have
been significant increases in credit risk since initial recognition, as Employee benefits
permitted by Ind AS 101. The cost of defined benefit gratuity schemes, pension plans and other
post employment benefits is determined using actuarial valuations.
Deemed cost for property, plant and equipment, investment The actuarial valuation involves making assumptions about discount
property, and intangible assets rates, expected rates of return on assets, future salary increases,
The Company has not elected the exemption of previous GAAP mortality rates, attrition rate, future pension increases and medical
carrying value of all its Property, Plant and Equipment, Investment costs. Due to the long term nature of these plans, such estimates
Property, and Intangible Assets recognised as of 1 April 2015 are subject to uncertainty.
(transition date) as deemed cost. Fair value measurements

Determining whether an arrangement contains a lease 

Management uses its judgement in selecting an appropriate
valuation technique for financial instruments not quoted in an active
The Company has applied Appendix C of Ind AS 17 Determining market. Valuation techniques commonly used by market participants
whether an Arrangement contains a Lease to determine whether an are applied. For derivative financial instruments, assumptions are
arrangement existing at the transition date contains a lease on the made based on quoted market rates adjusted for specific features
basis of facts and circumstances existing at that date. of the instrument. Other financial instruments are valued using a
discounted cash flow method based on assumptions supported,
B) Accounting Judgments and Estimates where possible, by observable market prices or rates.
In the course of applying the policies outlined in note 3(A) above,
Impairment of financial assets
management makes estimations and assumptions that impact the
amounts recognised in the financial statements. The Company Financial assets, other than those at FVTPL, are assessed for indicators
believes that judgement and estimation have been made in the of impairment at each reporting date. Financial assets are impaired
following areas: where there is objective evidence that, as a result of one or more
events that occurred after the initial recognition of the financial asset, the
Intended use, useful lives and residual value of property, plant estimated future cash flows of the financial asset have been impacted.
and equipment
For financial assets carried at amortised cost, the amount of the
Based on technical evaluations, management makes its judgement impairment is the difference between the asset’s carrying amount and
when property, plant and equipment and intangible assets are the present value of estimated future cash flows, discounted at the
capable to operate in the manner intended by them. financial asset’s original effective interest rate.

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vikas Please check thoroughly. Vakils will not be responsible for errors not noted on this proof.
 MAHINDRA SUSTEN PRIVATE LIMITED
(FORMERLY KNOWN AS MAHINDRA EPC SERVICES PRIVATE LIMITED)

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH 2017
Deferred tax assets Allowance for doubtful debts on trade receivables
 Deferred tax assets are recognised for all unused tax losses to the Allowance for doubtful debts is determined using a combination
extent that it is probable that taxable profit will be available against of factors, including the overall quality and ageing of receivables,
which the losses can be utilised. Significant management judgement continuing credit evaluation of the customers’ financial strength and
is required to determine the amount of deferred tax assets that can collateral requirements from customers in certain circumstances.
be recognised, based upon the likely timing and level of future Management makes allowance for doubtful debts based on its best
estimates at the reporting date.
taxable profits together with future tax planning strategies.
Lease
The Company has entered into a 25 year Power Purchase Agreement
Allowance for slow-moving inventories (“PPA”) with its customer. In view of the management, the PPA does
Inventories are stated at the lower of cost or net realisable value. not convey to the customer any significant residual interest in the
Adjustments to reduce the cost of inventory to its realisable value, assets created by the Company for executing the PPA as envisaged
if required are made at the product level for estimated excess, by Appendix A of Ind AS 11, nor does this PPA satisfy the criteria
obsolescence or impaired balances. Factors influencing these in Appendix C of Ind AS 17 pertaining to determining whether an
adjustments include changes in demand, technological changes, arrangement contains a lease. Accordingly, management has
physical deterioration and quality issues. determined that neither Appendix A of Ind AS 11 nor Appendix C of
Ind AS 17 is applicable to the Company.

Note 4. – Property, Plant and Equipment

Plant and
Land - Equipment - Office Furniture and
Description of Assets Freehold Freehold Equipment Fixtures Vehicles Total

I. Gross Carrying Amount

Balanceas at 1 April 2016.................................... 251,021,345 130,819,871 46,854,249 3,406,556 7,390,115 439,492,136
Additions............................................................... – 3,138,220,325 13,926,493 84,890 – 3,152,231,708
Deductions/adjustments....................................... – 12,373,054 11,680,860 1,913,172 – 25,967,086
Balanceas at 31 March 2017............................. 251,021,345 3,256,667,142 49,099,882 1,578,274 7,390,115 3,565,756,758

II. Accumulated depreciation and impairment

Balance as at 1 April 2016................................... – 21,817,694 11,319,711 566,483 676,227 34,380,115
Depreciation expense for the year ..................... – 19,309,098 10,174,428 321,075 895,303 30,699,904
Deductions/adjustments....................................... – 9,136,993 4,694,703 464,310 14,296,006
Balance as at 31 March 2017............................ – 31,989,799 16,799,436 423,248 1,571,530 50,784,013

III. Net carrying amount (I-II)............................ 251,021,345 3,224,677,343 32,300,446 1,155,026 5,818,585 3,514,972,745

Plant and
Land - Equipment - Office Furniture and
Description of Assets Freehold Freehold Equipment Fixtures Vehicles Total

I. Gross Carrying Amount

Balanceas at 1 April 2015.................................... 248,264,426 50,430,781 31,319,688 2,684,227 3,982,297 336,681,419
Additions............................................................... 2,756,919 80,389,091 15,534,561 722,329 3,407,818 102,810,717
Balance as at 31 March 2016............................ 251,021,345 130,819,871 46,854,249 3,406,556 7,390,115 439,492,136

II. Accumulated depreciation and impairment

Balance as at 1 April 2015................................... – 9,083,593 2,540,262 179,380 151,588 11,954,823
Depreciation expense for the year ..................... – 12,734,101 8,779,449 387,103 524,639 22,425,292
Balance as at 31 March 2016............................ – 21,817,694 11,319,711 566,483 676,227 34,380,115

III. Net carrying amount (I-II)............................ 251,021,345 109,002,178 35,534,538 2,840,073 6,713,888 405,112,022

Note 5. – Other Intangible Assets Computer

Description of Assets Software Total
Computer
Description of Assets Software Total II. Accumulated depreciation and impairment –
I. Gross Carrying Amount Balance as at 1 April 2016................................. 12,168,385 12,168,385
Amortisation expense for the year ..................... 15,314,163 15,314,163
Balance as at 1 April 2016................................. 22,112,344 22,112,344
Balance as at 31 March 2017.......................... 27,482,548 27,482,548
Additions from separate acquisitions.................. 5,370,204 5,370,204
Balance as at 31 March 2017.......................... 27,482,548 27,482,548 III. Net carrying amount (I-II)........................... – –

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Please check thoroughly. Vakils will not be responsible for errors not noted on this proof. vikas
 MAHINDRA SUSTEN PRIVATE LIMITED
(FORMERLY KNOWN AS MAHINDRA EPC SERVICES PRIVATE LIMITED)

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH 2017
Computer Computer
Description of Assets Software Total Description of Assets Software Total
I. Gross Carrying Amount II. Accumulated depreciation and impairment
Balance as at 1 April 2015 16,621,403 16,621,403 Balance as at 1 April 2015 6,644,392 6,644,392
Amortisation expense for the year 5,523,993 5,523,993
Additions from separate acquisitions 5,490,941 5,490,941
Balance as at 31 March, 2016 12,168,385 12,168,385
Balance as at 31 March, 2016 22,112,344 22,112,344 III. Net carrying amount (I-II) 9,943,959 9,943,959
Note 6. – Cost

As at 31st March 2017 As at 31st March 2016 As at 1st April 2015

QTY Amounts* Amounts* QTY Amounts* Amounts* QTY Amounts* Amounts*
Particular Current Non-Current Current Non-Current Current Non-Current

A. COST
Unquoted Investments (all fully paid)
Investments in Equity Instruments
– of Subsidiaries 279,580,000 2,858,230,000 108,910,000 1,089,100,000 6,350,000 63,500,000
– of Other entities ............................. 2,000 50,000 2,000 50,000 2,000 50,000

INVESTMENTS CARRIED AT COST [A] . 279,582,000 – 2,858,280,000 108,912,000 – 1,089,150,000 6,352,000 – 63,550,000

B. AMORTISED COST
Unquoted
Investments in Preference Shares ........
– of structured entities ................. 94,010 940,100 – 94,010 940,100 94,010 940,100

TOTAL INVESTMENTS CARRIED AT

AMORTISED COST [B]..................... 94,010 940,100 – 94,010 – 940,100 94,010 – 940,100

C. D
 esignated as Fair Value Through
Profit and Loss
Unquoted Investments
(all fully paid)...................................
Investments in Mutual Funds................ 10,803,337

INVESTMENTS CARRIED AT FVTPL [C]. – – – – 10,803,337 – – – –

TOTAL INVESTMENTS CARRYING

VALUE (A) + (B) + ( C).................... 279,676,010 940,100 2,858,280,000 109,006,010 10,803,337 1,090,090,100 6,446,010 – 64,490,100

List of entities
Subsidiaries
1. Mahindra Renewables Pvt Ltd ......... 279,530,000 – 2,857,730,000 108,910,000 – 1,089,100,000 6,350,000 – 63,500,000
2. MachinePulse Tech Pvt Ltd ............. 50,000 500,000

Structured entities
1. T he Zoroastrian Co-operative
Bank Ltd. 2,000 – 50,000 2,000 – 50,000 2,000 – 50,000
2. R
 enew Solar Energy
(TN) Private Ltd. ........................... 94,010 940,100 – 94,010 – 940,100 94,010 – 940,100

Note 7. – Loans

As at 31st March 2017 As at 31st March 2016 As at 1st April 2015

Particulars Current Non-Current* Current Non-Current Current Non-Current

Loans to related parties

– Unsecured, considered good................................................... 180,000,000 – – 185,500,000 –

TOTAL (B).................................................................................. – 180,000,000 – – 185,500,000 –

*Unsecured loan given to Mahindra Renewables Pvt Ltd (MRPL) (100% subsidiary) is subordinated to the borrowings of MRPL @11.50%.

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vikas Please check thoroughly. Vakils will not be responsible for errors not noted on this proof.
 MAHINDRA SUSTEN PRIVATE LIMITED
(FORMERLY KNOWN AS MAHINDRA EPC SERVICES PRIVATE LIMITED)

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH 2017
Note 8. – Other financial assets

As at 31st March 2017 As at 31st March 2016 As at 1st April 2015

Particulars Current Non-Current Current Non-Current Current Non-Current
Financial assets at amortised cost
a) Bank Deposit with more than 12 months maturity................ 138,181 25,000 120,000
e) Others
– Security deposits................................................................ 5,190,605 13,475,442 11,705,795 5,505,000
– Balance with Government Authorities................................. 130,500 112,500 67,000
– Earnest Money Deposits..................................................... 3,351,700 2,885,480 1,756,700
– Interest accrued on Bank Fixed Deposits........................... 1,044,089 387,472 2,213,871
– Interest receivable from customers.................................... 157,621,067 34,513,985 24,843,688
TOTAL......................................................................................... 167,207,461 13,744,123 49,492,732 137,500 34,386,259 120,000

Refer Note 40 for disclosures related to credit risk, impairment under expected credit loss model and related financial instrument disclosures.
Note 9. – Current Tax and Deferred Tax (i) Movement in deferred tax balances
(a) Income Tax recognised in profit or loss For the Year ended 31st March 2017
Recognised
Year ended Year ended Year ended
Opening in profit and Recognised Closing
31st March 31st March 31st March Particulars Balance Loss in OCI Balance
Particulars 2017 2016 2015
Tax effect of items
Current Tax: constituting deferred tax
In respect of current year.......... – 141,677,442 91,210,663 liabilities.............................
In respect of prior years............ 19,287,871 Property, Plant and
Deferred Tax: Equipment......................... 17,973,782 536,487,113 554,460,895
In respect of current year 17,973,782 536,487,113 – 554,460,895
origination and reversal of Tax effect of items
temporary differences................ 231,281,638 (24,849,080) (7,843,120) constituting deferred tax
Total income tax expense on assets
continuing operations.............. 250,569,509 116,828,362 83,367,543 Employee Benefits............. 499,392 771,204 1,270,596
Provisions.......................... 70,527,410 53,107,873 123,635,283
(b) 
Reconciliation of income tax expense and the accounting profit Carryforward Tax Loss...... – 252,097,602 252,097,602
multiplied by Company’s domestic tax rate: 71,026,802 305,205,475 771,204 377,003,481
Year ended Year ended Net Tax Asset (Liabilities). 53,053,020 (231,281,638) 771,204 (177,457,414)
31st March 31st March
Particulars 2017 2016 For the Year ended 31st March 2016
Profit before tax from continuing operations.. 669,519,468 326,418,318
Recognised
Income tax expense calculated at 34.61% Opening in profit and Recognised Closing
(2016: 34.61%)#.................................................. 231,707,298 112,966,851 Particulars Balance Loss in OCI Balance
Effect of income that is exempt from taxation.... (459,563) (2,744,268)
Tax effect of items
Effect of expenses that is non-deductible in
constituting deferred tax
determining taxable profit................................... 33,903 7,105,171
liabilities..............................
231,281,638 117,327,754 Property, Plant and
Adjustments recognised in the current year in Equipment.......................... 8,105,679 9,868,103 17,973,782
relation to the current tax of prior years............. 19,287,871
8,105,679 9,868,103 – 17,973,782
Income tax expense recognised In profit or loss
Tax effect of items constituting
from continuing operations 250,569,509 117,327,754
deferred tax assets
250,569,509 117,327,754 Employee Benefits 499,392 499,392
Provisions........................... 36,309,619 34,217,791 70,527,410
# The tax rate used for the 31 March 2017 and 31 March 2016 reconciliations
above is the corporate tax rate of 30% plus surcharge @ 12% & Education 36,309,619 34,217,791 499,392 71,026,802
cess @ 3%, payable by corporate entities in India on taxable profits under
Net Tax Asset (Liabilities) 28,203,940 24,349,688 499,392 53,053,020
Indian Income Tax Laws.
Note 10. – Other assets

As at 31st March 2017 As at 31st March 2016 As at 1st April 2015

Particulars Current Non- Current Current Non- Current Current Non- Current
(a) Advances other than capital advances
(i) Balances with government authorities (other than income taxes). 84,900,338 68,949,571
(ii) Other advances
– Advances to suppliers................................................................... 161,047,972 51,393,611 879,861,061
– Advances to employees................................................................ 9,924,579 7,936,376 5,577,322
– Insurance Claim Receivable......................................................... – 16,149,576
– Prepaid Expenses......................................................................... – 3,512,320

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Please check thoroughly. Vakils will not be responsible for errors not noted on this proof. vikas
 MAHINDRA SUSTEN PRIVATE LIMITED
(FORMERLY KNOWN AS MAHINDRA EPC SERVICES PRIVATE LIMITED)

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH 2017
As at 31st March 2017 As at 31st March 2016 As at 1st April 2015
Particulars Current Non- Current Current Non- Current Current Non- Current
(b) Other Assets
(i) Advance income tax (net of provisions).......................................... 54,774,347 20,278,111 22,094,800
(ii) MAT credit entitlement..................................................................... 139,495,966

Total ....................................................................................................... 310,647,235.65 139,495,966 168,219,565 – 907,533,183 –

Note 11. – Inventories

As at As at As at
31st March 31st March 1st April
Particulars 2017 2016 2015
(a) Work-in-progress (Construction Contracts)....................................................................................................................... 8,633,679 18,744,437 3,801,565
(b) Stores and spares.............................................................................................................................................................. 10,279,130 15,300,000 –
Total Inventories (at lower of cost and net realisable value)........................................................................................... 18,912,809 34,044,437 3,801,565

The carrying amount of inventories is provided as a charge against working capital limits provided by banks.
Note 12. – Trade receivables

As at 31st March 2017 As at 31st March 2016 As at 1st April 2015

Particulars Current Non-Current Current Non-Current Current Non-Current
Trade receivables....................................................................................
(a) Unsecured, considered good.......................................................... 5,620,346,812 – 3,370,647,049 – 1,532,312,528 –
TOTAL..................................................................................................... 5,620,346,812 – 3,370,647,049 – 1,532,312,528 –

Of the above, trade receivables from:

- Related Parties.................................................................................... 1,960,321,000 – 1,497,193,804 – 22,435,801 –
- Others.................................................................................................. 3,660,025,812 – 1,873,453,245 – 1,509,876,727 –

Total........................................................................................................ 5,620,346,812 – 3,370,647,049 – 1,532,312,528 –

There is no Debts due by directors or other officers of the company or any of them either severally or jointly with any other person or debts due by firms or private
companies respectively in which any director is a partner or a director or a member.
Note 13. – Cash and Bank Balances Disclosure for specified Bank notes (SBNs):
As at As at As at Other
31st March 31st March 1st April denomination
Particulars 2017 2016 2015 Particulars SBNs notes Total
Cash and cash equivalents Closing cash in hand as on
  Balances with banks............... 23,153,473 39,216,730 24,942,089 November 8,2016 ....................... – – –
(+) Permitted receipts................. – – –
Total Cash and cash equivalent 23,153,473 39,216,730 24,942,089
(–) Permitted payments............... – – –
Other Bank Balances (–) Amount deposited in Banks.. – – –
  Balances with Banks: Closing cash in hand as on
 Margin Money Deposits December 30, 2016..................... – – –
with maturity greater than 3
months..................................... 25,004,425 23,422,996 22,245,023 Note 14. – Equity Share Capital

Total Other Bank balances...... 25,004,425 23,422,996 22,245,023 As at As at As at

31st March 31st March 1st April
Reconciliation of Cash and Cash Equivalents 2017 2016 2015

As at As at As at No. of No. of
31st March 31st March 1st April Particulars No. of shares shares shares
Particulars 2017 2016 2015
Authorised:
Total Cash and Cash Equivalents
Equity shares of Rs. 10 each with
as per Balance Sheet................. 23,153,473 39,216,730 24,942,089
voting rights................................ 1,50,00,00,000 100,000,000 50,000,000
Add: Bank Overdraft................... – – –
Issued, Subscribed and Fully
Add: Cash and bank balances
Paid:
included in a disposal group
held for sale................................ – – – Equity shares of Rs. 10 each with
voting rights................................ 138,261,728 70,271,728 43,679,442
Total Cash and Cash Equivalents
as per Statement of Cashflow.... 23,153,473 39,216,730 24,942,089 Total........................................... 138,261,728 70,271,728 43,679,442

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vikas Please check thoroughly. Vakils will not be responsible for errors not noted on this proof.
 MAHINDRA SUSTEN PRIVATE LIMITED
(FORMERLY KNOWN AS MAHINDRA EPC SERVICES PRIVATE LIMITED)

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH 2017
(i) Reconciliation of the number of shares outstanding at the beginning and at the end of the period.
Other
Opening Changes Closing
Particulars Balance Fresh Issue Bonus ESOP (give details) Balance
Equity Shares with Voting rights
Year Ended 31 March 2017
No. of Shares............................................................................................... 70,271,728 67,990,000 – – – 138,261,728
Amount......................................................................................................... 702,717,280 679,900,000 – – – 1,382,617,280
Year Ended 31 March 2016
No. of Shares............................................................................................... 43,679,442 26,592,286 – – – 70,271,728
Amount......................................................................................................... 436,794,420 265,922,860 – – – 702,717,280
Year Ended 1 April 2015
No. of Shares............................................................................................... 28,000,000 15,679,442 – – – 43,679,442
Amount......................................................................................................... 280,000,000 156,794,420 – – – 436,794,420
(ii) Details of shares held by the holding company, the ultimate holding company, their subsidiaries and associates: (details of fully paid and partly paid also
needs to be given)

No. of Shares
Equity Shares Equity Shares
with Voting with Differential
Particulars rights Voting rights Others

As at 31 March 2017
Mahindra Holdings Limited, the Holding Company............................................................................................. 138,261,728 – –
As at 31 March 2016
Mahindra Holdings Limited, the Holding Company............................................................................................. 70,271,728 – –
As at 1 April 2015
Mahindra Holdings Limited, the Holding Company............................................................................................. 43,679,442 – –
(iv) Details of shares held by each shareholder holding more than 5% shares:

As at 31st March 2017 As at 31st March 2016 As at 1st April 2015

% holding in % holding in % holding in
Number of that class of Number of that class of Number of that class of
Class of shares/Name of shareholder shares held shares shares held shares shares held shares
Equity shares with voting rights
Mahindra Holdings Limited, the Holding Company................................... 138,261,728 100% 70,271,728 100% 43,679,442 100%
(v) As at 31 March 2017 - 43,25,682 shares (As at 31 March, 2016- 43,25,682 shares and As at 1 April 2015 - 40,86,827) were reserved for issuance as follows:

As at 31st March 2017 As at 31st March 2016 As at 1st April 2015

Options Exercise Options Exercise Options Exercise
Particulars (Numbers) Price (Numbers) Price (Numbers) price
A. Options outstanding at the beginning of the year............................... 4,325,682 Rs. 21.52 40,86,827 Rs 17.00 40,86,827 Rs 17.00
B. Granted during the year........................................................................ 0 NA 10,39,942 Rs 35.81 0 NA
C. Vested during the year.......................................................................... 0 NA 10,47,650 Rs 17.00 0 NA
D. Exercised during the year..................................................................... 0 NA 0 0 0 NA
E. Lapsed during the year......................................................................... 0 NA 8,01,087 Rs 17.00 0 NA
F. Options outstanding at the end of the year (A+B-D-E)...................... 4,325,682 Rs. 21.52 4,325,682 Rs. 21.52 4,086,827 Rs 17.00

Note 15. – Non-Current Borrowings

Rs. In crores
As at As at As at
31st March 2017 31st March 2016 1st April 2015
Particulars Rate of Interest Maturity Amount Amount Amount
Measured at amortised cost*
  Secured Borrowings:
  Buyers Credit From Banks.................................................................... 6M LIBOR + Margin 2019–20 1,978,157,993 – –

Total Borrowings......................................................................................... 1,978,157,993 – –

The Company has availed a facility for Letter(s) of Undertaking for Buyers’ Credit to the extent of INR 230 Cr.
The buyers’ credit facility is availed from foreign banks for USD 30.46 Mio at 6M LIBOR plus varying premium for a tenor of 988 days.

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Please check thoroughly. Vakils will not be responsible for errors not noted on this proof. vikas
 MAHINDRA SUSTEN PRIVATE LIMITED
(FORMERLY KNOWN AS MAHINDRA EPC SERVICES PRIVATE LIMITED)

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH 2017
The Company has hedged the entire Buyers’ Credit exposure by taking a USD to INR Full Currency SWAP, agreed on spot reference based on the transaction date
and an Interest Rate Swap from variable to fixed rate these deals help in mitigating the USD/INR exchange rate risk and variation in interest rates.
The said borrowings are secured against the working capital of the Company.

(i) Details of Long term Borrowings of the Company:

Effective
Interest Rate Amortised
used for Repayment cost as at
Currency of Discounting Bullet (or) Number of 31st March
Description of the instrument Loan Cashflows Coupon Rate Installment Installments 2017

Secured
Term loans from banks:
SBI, Antwerp.............................................................................................. USD 7.70% 7.67% 20/09/19 1 147,338,820
Canara Bank.............................................................................................. USD 7.46% 7.43% 31/10/19 1 5,118,100
Canara Bank.............................................................................................. USD 7.46% 7.43% 04/11/19 1 283,609,070
Canara Bank.............................................................................................. USD 7.38% 7.35% 07/11/19 1 285,697,919
Canara Bank.............................................................................................. USD 7.43% 7.40% 07/11/19 1 34,107,178
Canara Bank.............................................................................................. USD 7.46% 7.43% 14/11/19 1 292,022,991
Canara Bank.............................................................................................. USD 7.46% 7.43% 21/11/19 1 97,114,021
Canara Bank.............................................................................................. USD 7.39% 7.36% 27/11/19 1 285,697,919
Canara Bank.............................................................................................. USD 7.41% 7.38% 02/12/19 1 284,336,059
Canara Bank.............................................................................................. USD 7.35% 7.33% 05/12/19 1 263,115,916

Total Secured............................................................................................ 1,978,157,993

Note:
No default has been made in repayment of principal, interest, durring the year in any long term borrowings

Note 16. – Provisions

Rupees
As at 31st March 2017 As at 31st March 2016 As at 1st April 2015
Particulars Current Non-Current Current Non-Current Current Non-Current

(a) Provision for employee benefits

(1) Long-term Employee Benefits 2,069,184 44,088,493 2,239,065 34,820,943 835,691 16,191,598

(b) Other Provisions

(1) Warranty 30,356,913 281,538,064 19,645,168 148,527,147 10,711,745 79,085,382

Total Provisions 32,426,097 325,626,557 21,884,233 183,348,090 11,547,436 95,276,980

Details of movement in Other Provisions is as follows:

Claims Against
Guarantee
Particulars Warranty claims Other Provisions Onerous contracts Commitments Total

Balance at 1 April 2015 89,797,127 17,027,289 – – 106,824,416

Additional provisions recognised 89,334,224 20,032,719 – – 109,366,943
Amounts used during the period (4,390,369) – – – (4,390,369)
Unwinding of discount and effect of changes in the discount rate (6,568,668) – – – (6,568,668)

Balance at 31 March 2016 168,172,314 37,060,008 – – 205,232,322

Balance at 1 April 2016 168,172,314 37,060,008 – – 205,232,322

Additional provisions recognised 136,963,405 9,097,669 – – 146,061,074
Amounts used during the period – – – – –
Unused amounts reversed during the period – – – – –
Unwinding of discount and effect of changes in the discount rate 6,759,258 – – – 6,759,258

Balance at 31 March 2017 311,894,977 46,157,677 – – 358,052,654

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vikas Please check thoroughly. Vakils will not be responsible for errors not noted on this proof.
 MAHINDRA SUSTEN PRIVATE LIMITED
(FORMERLY KNOWN AS MAHINDRA EPC SERVICES PRIVATE LIMITED)

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH 2017
Warranty Claims:
Provision for warranty represents present value of management’s best estimate of the future outflow of economic benefits that will be required in respect of sale of
certain products, the estimated cost of which is accrued at the time of sale. Management estimates the related provision for future warranty claims based on historical
warranty claim information and is adjusted regularly to reflect new information. The products are generally covered under a free warranty period upto 5 years. It is
expected that most of these costs will be incurred in the next five financial years.

Note 17. – Current Borrowings

Rupees
As at As at As at
31st March 31st March 1st April
Particulars 2017 2016 2015

Secured Borrowings
Loans repayable on demand
(1) WCDL from bank............................................................................................................................................. 1,015,000,000 – –
(2) Cash Credit with bank..................................................................................................................................... 409,315,469 – –

Total Current Borrowings.................................................................................................................................... 1,424,315,469 – –

Note: The Company has various working capital limits from banks. As at March 31, 2017 the Company has drawn INR 101.50 Cr. against a sanctioned WCDL limit
of INR 350 Cr. The Company has also drawn INR 40.93 Cr. from its cash credit limit with banks. The interest rate for the said borrowings range from 8.05 % – 8.40%
p.a. The said borrowings are secured against the working capital of the Company.

Note 18. – Trade Payables

Particulars

As at 31st March 2017 As at 31st March 2016 As at 1st April 2015

Current Non-Current Current Non-Current Current Non-Current

Trade payable – Other than micro ans small enterprises........ 2,393,599,021 – 2,691,551,974 – 1,045,223,623 –

Total trade payables................................................................. 2,393,599,021 – 2,691,551,974 – 1,045,223,623 –

Trade Payables are payables in respect of the amount due on account of goods purchased or services received in the normal course of business.

Note 19. – Other Financial Liabilities

Rupees
As at As at As at
Particulars 31st March 2017 31st March 2016 1st April 2015

Other Financial Liabilities Measured at Amortised Cost

Current
(a) Interest accrued............................................................................................................................................... 9,298,270 – –
(b) Other liabilities
(1) Creditors for capital supplies/services..................................................................................................... – 47,590,908 –
(2) Retention Money
(3) Other
Salary and reimbursements.................................................................................................................................. 97,075,250 50,181,123 40,334,062
Provident Fund and other funds payable............................................................................................................. 4,618,482 3,538,362 1,856,201
Other Financial Liabilities Measured at Fair value
Derivatives not designated as a hedging instruments......................................................................................... 65,662,257 – –

Total other financial liabilities............................................................................................................................ 176,654,259 101,310,393 42,190,263

Note 20. – Other Liabilities

As at 31st March 2017 As at 31st March 2016 As at 1st April 2015

Particulars Current Non-Current Current Non-Current Current Non-Current

a. Advances received from customers 838,448,846 – 24,674,967 – 756,420,339 –

b. Statutory dues
– taxes payable (other than income taxes) 49,642,393 43,725,933 20,087,888

Total other liabilities 888,091,239 – 68,400,900 – 776,508,227 –

2641

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Please check thoroughly. Vakils will not be responsible for errors not noted on this proof. vikas
 MAHINDRA SUSTEN PRIVATE LIMITED
(FORMERLY KNOWN AS MAHINDRA EPC SERVICES PRIVATE LIMITED)

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH 2017
Note 21. – Revenue from Operations Note 24. – Employee Benefits Expense
The following is an analysis of the company’s revenue for the year from 31st March 31st March
continuing operations. Particulars 2017 2016
For the Current For the last (a) Salaries and wages, including bonus..... 632,715,941 429,635,095
year ended year ended (b) Contribution to provident and other
Particulars 31st March 17 31st March 16 funds........................................................... 32,964,960 23,407,815
(a) Revenue from EPC Contracts 12,026,093,338 9,719,128,703 (c) Staff welfare expenses.............................. 38,392,978 11,361,636
(b) Revenue from rendering of services 194,145,888 88,419,364
Total Employee Benefit Expense................ 704,073,879 464,404,546
(c) Other operating revenue 43,982,214 68,917,137
(d) Construction contract revenue 33,246,651 142,966,430
Movement in Share Options
Total Revenue from Operations 12,297,468,091 10,019,431,634
Equity-settled share-based
payments
Note 22. – Other Income
Weighted
For the Current For the last average
year ended year ended Number of exercise
Particulars 31st March 17 31st March 16 Particulars Shares price (in INR)

(a) Interest Income 1. The number and weighted average

exercise prices of share options
(1) On Financial Assets at FVTPL 160,978,464 24,271,851 outstanding at the beginning of the
(b) Dividend Income period;........................................................ 4,325,682 21.52
(2) Mutual Funds 1,335,409 7,937,077 2. Granted during the period....................... – NA
(c) 
Compensation from third parties 3. Forfeited during the period...................... – NA
for items of property, plant and 4. Exercised during the period.................... – NA
equipment that were impaired, lost
or given up 4,876,292 16,149,576 5. Expired during the period........................ – NA
(d) Other – Shared service income 79,005,735 28,890,898 6. Outstanding at the end of the period..... 43,25,682 21.52

Total Other Income 246,195,900 77,249,402 7. Exercisable at the end of the period...... 43,25,682 21.52

Note 25. – Finance Cost (Net)

Note 23(a). – Cost of materials consumed
31st March 31st March
For the Current For the last Particulars 2017 2016
year ended year ended
Particulars 31st March 17 31st March 16 (a) Interest expense........................................ 37,596,177 2,918,974
Opening stock 15,300,000 – Less: Amounts included in the cost of
Add: Purchases 8,761,003,423 7,734,241,439 qualifying assets........................................ (4,089,120) –

8,776,303,423 7,734,241,439 (b) Other borrowing cost................................ 17,166,152 –

Less: Closing stock 10,279,130 15,300,000 (c) Discounting of long term financial assets. (16,504,927) (6,568,668)
Less: L
 and in Stock transferred to Fixed Total finance costs (Net).............................. 34,168,282 (3,649,694)
Assets – –

Cost of materials consumed 8,766,024,293 7,718,941,439

Analysis of Interest Expenses by Category
31st March 31st March
Note 23(b). – Changes in inventories of finished goods, work-in-progress
Particulars 2017 2016
and stock-in-trade

For the Current For the last Interest Expenses

year ended year ended
(a) On Financial Liability at Amortised Cost 54,762,328 2,918,974
Particulars 31st March 17 31 March 16
st

Inventories at the end of the year: Note 26. – Other Expenses

Work-in-progress 8,633,679 18,744,437 31st March 31st March
Particulars 2017 2016
8,633,679 18,744,437
(a) Rent including lease rentals ................... 37,108,278 32,033,405
Inventories at the beginning of the year:
(b) Rates and taxes........................................ 47,300 100
Work-in-progress 18,744,437 3,801,565
(c) Insurance................................................... 505,618 11,518,909
Stock-in-trade
(d) Repairs and maintenance - Others ........ 5,966,886 4,823,736
18,744,437 3,801,565
(e) Advertisement............................................ 10,292,051 8,578,509
Net (increase)/decrease 10,110,758 (14,942,872) (f) Travelling and Conveyance Expenses.... 61,838,052 52,952,793

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vikas Please check thoroughly. Vakils will not be responsible for errors not noted on this proof.
 MAHINDRA SUSTEN PRIVATE LIMITED
(FORMERLY KNOWN AS MAHINDRA EPC SERVICES PRIVATE LIMITED)

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH 2017

31st March 31st March 31st March 31st March

Particulars 2017 2016 2017 2016

(g) Net loss/(gain) on foreign currency Add: Interest expense and exchange
transactions net off Derivative gain/ fluctuation on convertible bonds (net) -
loss (other than considered as finance adjusted for attributable taxes........................ – –
costs).......................................................... 28,688,039 748,420 Profit/(loss) for the year used in the
(h) Auditors remuneration and out-of-pocket calculation of diluted earnings per share..... 418,949,959 209,090,564
expenses.................................................... 1,268,588 882,760 Profit for the year on discontinued
(i) As Auditors.......................................... 700,000 800,000 operations used in the calculation of diluted
earnings per share from discontinued
(ii) For Taxation matters........................... 175,000 75,000 operations......................................................... – –
(iii) For Company Law matters................ 325,000 –
Profits used in the calculation of diluted
(iv) For Other services.............................. 68,588 7,760 earnings per share from continuing
(i) Other expenses operations......................................................... 418,949,959 209,090,564
(i) Legal and other professional costs 43,909,725 42,380,627
The weighted average number of ordinary shares for the purpose of diluted
(ii) 
Warranty Expenses (Net) [Refer
earnings per share reconciles to the weighted average number of ordinary
Note 30]............................................... 163,091,138 89,334,224
shares used in the calculation of basic earnings per share as follows:
(iii) Communication expenses................. 12,594,628 8,861,736
(iv) Printing & Stationary.......................... 4,395,063 3,607,876 31st March 31st March
2017 2016
(v) Software Expenses............................. 11,024,806 3,822,011
(vi) Bank Charges..................................... 36,114,999 16,947,049 Weighted average number of equity shares
used in the calculation of Basic EPS............ 121,273,836 57,449,425
(vii) Miscellaneous expenses.................... 21,701,977 32,904,879
Add: Effect of Warrants, ESOPs.................... 3,497,032 3,497,032
Total Other Expenses.................................... 438,547,148 309,397,034
Weighted average number of equity
Note 27. – Earnings per Share shares used in the calculation of Diluted
EPS................................................................... 124,770,868 60,946,457
31st March 31st March
2017 2016 Note 28. – Financial Instruments
Particulars Per Share Per Share Capital management
Basic Earnings per share The company’s capital management objectives are:
– To ensure the company’s ability to continue as a going concern
From continuing operations........................... 3.45 3.64
– To provide an adequate return to shareholders by pricing products
From discontinuing operations and services commensurately with the level of risk.
Total basic earnings per share................... 3.45 3.64 The Company manages capital risk in order to maximize shareholders’ profit
by maintaining sound/optimal capital structure through monitoring of financial
Diluted Earnings per share ratios, such as debt-to-equity ratio and net borrowings-to-equity ratio on a
periodic basis and implements capital structure improvement plan when
From continuing operations........................... 3.36 3.43
necessary. There is no change in the overall capital risk management strategy
From discontinuing operations of the Company compared to last year.
Total diluted earnings per share................. 3.36 3.43 The Company is not subject to externally enforced capital regulation.
Debt-to-equity ratio as of 31 March 2017, 31 March 2017 2016 and 1 April 2015
Basic earnings per share is as follows:
The earnings and weighted average number of ordinary shares used in the
31-Mar-17 31-Mar-16 1-Apr-15
calculation of basic earnings per share are as follows:
Debt (A)............................... 2,993,157,993 – –
31st March 31st March
Equity (B)............................ 5,503,297,532 2,234,976,852 1,184,226,036
2017 2016
Debt Ratio (A/B).................. 0.54 1 1
Profit/(loss) for the year attributable to
owners of the Company................................. 418,949,959 209,090,564
The Company had no debts in FY 2014-15 and 2015-16.
Weighted average number of equity shares 121,273,836 57,449,425
Categories of financial assets and financial liabilities
Earnings per share from continuing
operations – Basic........................................... 3.45 3.64 As at 31st March 2017
Amortised
Diluted earnings per share Costs FVTPL FVOCI Total
The diluted earnings per share has been computed by dividing the Net profit
after tax available for Equity shareholders by the weighted average number Non-current Assets
of equity shares, after giving dilutive effect of the outstanding Warrants, Stock Investments.................. – 50,000 – 50,000
options and Convertible bonds for the respective periods. Since, the effect of the Loans........................... 180,000,000 – – 180,000,000
conversion of Preference shares was anti-dilutive, it has been ignored.
Other Financial Assets
31st March 31st March –N
 on Derivative
2017 2016 Financial Assets......... 13,744,123 – – 13,744,123
Profit/(loss) for the year used in the Current Assets
calculation of basic earnings per share........ 418,949,959 209,090,564 Investments.................. – 940,100 – 940,100

2643

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Please check thoroughly. Vakils will not be responsible for errors not noted on this proof. vikas
 MAHINDRA SUSTEN PRIVATE LIMITED
(FORMERLY KNOWN AS MAHINDRA EPC SERVICES PRIVATE LIMITED)

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH 2017

Amortised Amortised
Costs FVTPL FVOCI Total Costs FVTPL FVOCI Total

Trade Receivables......... 5,620,346,812 – – 5,620,346,812 Current Liabilities

Other Bank Balances..... 25,004,425 – – 25,004,425 Trade Payables....... 1,045,223,624 – – 1,045,223,624
Other Financial
Other Financial Assets
Liabilities...............
–N
 on Derivative – Non Derivative
Financial Assets......... 167,207,461 – – 167,207,461 Financial Liabilities 42,190,263 – – 42,190,263
Non-current Liabilities
Borrowings................... 1,978,157,993 – – 1,978,157,993 Financial Risk Management Framework
Current Liabilities The Company’s activities expose it to a variety of financial risks: credit risk,
liquidity risk and market risk <list all such risks as applicable>. In order to
Borrowings................... 1,424,315,469 – – 1,424,315,469
manage the aforementioned risks, the Company operates a risk management
Trade Payables.............. 2,393,599,021 – – 2,393,599,021 policy and a program that performs close monitoring of and responding to each
Other Financial Liabilities risk factors.
–N
 on Derivative CREDIT RISK
Financial Liabilities..... 110,992,002 – – 110,992,002
(i) Credit risk management
–D
 erivative Financial
Liabilities................... – 65,662,257 – 65,662,257 Credit risk arises when a counterparty defaults on its contractual obligations to
pay resulting in financial loss to the Company. The Company has adopted a
As at 31st March 2016 policy of only dealing with creditworthy counterparties and obtaining sufficient
collateral , where appropriate, as a means of mitigating the risk of financial loss
Amortised from defaults. The Company uses other publicly available financial information
Costs FVTPL FVOCI Total and its own trading records to rate its major customers. The Company’s
exposure and credit ratings of its counterparties are continuously monitored
Non-current Assets
and the aggregate value of transactions concluded is spread amongst approved
Investments............ – 50,000 – 50,000 counterparties. Credit exposure is controlled by counterpaty limits that are
Other Financial reviewed and approved by the risk management committee annually.
Assets
– Non Derivative Trade receivables consist of a large number of customers, spread across diverse
Financial Assets... 137,500 – – 137,500 industries and geographical areas. Ongoing credit evaluation is performed on
the financial condition of accounts receivable.
Current Assets
Investments............ – 11,743,437 – 11,743,437 Apart from SBG Cleantech Project Co. Pvt. Ltd, the largest customer of the
Trade Receivables 3,278,726,315 – – 3,278,726,315 Company, the Company does not have significant credit risk exposure to any
Other Bank Balances 23,422,996 – – 23,422,996 single counterparty.
Other Financial The credit risk on liquid funds and derivative financial instruments is limited
Assets because the counterparties are banks with high credit-ratings assigned by
– Non Derivative international credit-agencies.
Financial Assets... 49,492,732 – – 49,492,732
The Company applies the simplified approach to providing for expected credit
Current Liabilities losses prescribed by Ind AS 109, which permits the use of the lifetime expected
Trade Payables........ 2,691,551,974 – – 2,691,551,974 loss provision for all trade receivables. The Company based on its assessment
Other Financial believes that there is no credit loss as on March 31, 2017 to be provided in the
Liabilities statement of profit and loss.
– Non Derivative There is no change in estimation techniques or significant assumptions during
Financial Liabilities 101,310,393 – – 101,310,393 the reporting period.
As at 1st April 2015 LIQUIDITY RISK
Amortised (i) Liquidity risk management
Costs FVTPL FVOCI Total The management of the Company has established an appropriate liquidity
Non-current Assets risk management framework for the management of the Company’s short-,
medium- and long-term funding and liquidity management requirements. The
Investments............ – 50,000 – 50,000
Company manages liquidity risk by maintaining adequate reserves, banking
Other Financial facilities and reserve borrowing facilities, by continuously monitoring forecast
Assets and actual cash flows, and by matching the maturity profiles of financial
– Non Derivative assets and liabilities.
Financial Assets... 120,000 – – 120,000
Current Assets (ii) Maturities of financial liabilities
The following tables detail the Company’s remaining contractual maturity for its
Trade Receivables... 1,532,312,528 – – 1,532,312,528 non-derivative financial liabilities with agreed repayment periods. The amount
Other Bank Balances 22,245,023 – – 22,245,023 disclosed in the tables have been drawn up based on the undiscounted cash
Loans..................... 185,500,000 – – 185,500,000 flows of financial liabilities based on the earliest date on which the Company can
Other Financial be required to pay. The tables include both interest and principal cash flows.
Assets To the extent that interest flows are floating rate, the undiscounted amount
is derived from interest rate curves at the end of the reporting period. The
– Non Derivative
contractual maturity is based on the earliest date on which the Company
Financial Assets 34,386,259 – – 34,386,259
may be required to pay.

2644

084_Mahindra Susten Private Limited.indd 2644 13/07/2017 20:17:52

vikas Please check thoroughly. Vakils will not be responsible for errors not noted on this proof.
 MAHINDRA SUSTEN PRIVATE LIMITED
(FORMERLY KNOWN AS MAHINDRA EPC SERVICES PRIVATE LIMITED)

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH 2017

Less than 1 3 Years to 5 5 years and Less than 1 3 Years to 5 5 years and
Year 1-3 Years Years above Year 1-3 Years Years above
Particulars INR INR INR INR Particulars INR INR INR INR

Non-derivative Non-derivative
financial liabilities financial assets
31-Mar-17 31-Mar-17
Non-interest bearing 2,504,591,022 – – – Non-interest bearing 5,801,298,396 – – –
Variable interest rate Fixed interest rate
instruments............ 1,424,315,469 1,978,157,993 – – instruments............ 205,004,425 – – –
Total...................... 6,006,302,821 – – –
Total...................... 3,928,906,491 1,978,157,993 – –
31-Mar-16
31-Mar-16 Non-interest bearing 3,328,219,047 – – –
Non-interest bearing 2,792,862,367 – – – Fixed interest rate
instruments............ 23,560,496 – – –
Total...................... 2,792,862,367 – – –
Total...................... 3,351,779,543 – – –
1-Apr-15 1-Apr-15
Non-interest bearing 1,087,413,886 – – – Non-interest bearing 1,752,198,787 – – –
Fixed interest rate
Total...................... 1,087,413,886 – – – instruments............ 22,365,023 – – –

The following table details the Company’s/Company’s liquidity analysis for Total...................... 1,774,563,810 – – –
its derivative financial instruments. The table has been drawn up based on
the undiscounted contractual net cash inflows and outflows on derivative The amounts included above for variable interest rate instruments for both
instruments that settle on a net basis, and the undiscounted gross inflows and non-derivative financial assets and liabilities is subject to change if changes in
outflows on those derivatives that require gross settlement. When the amount variable interest rates differ to those estimates of interest rates determined at the
payable or receivable is not fixed, the amount disclosed has been determined end of the reporting period.
by reference to the projected interest rates as illustrated by the yield curves at
MARKET RISK
the end of the reporting period.
Market risk is the risk that the fair value or future cash flows of a financial
Less than 1 3 Years to 5 5 years and instrument will fluctuate because of changes in market prices. Market risk
comprises three types of risk: currency risk, interest rate risk and other price risk
Year 1-3 Years Years above
such as equity price risk and commodity price risk. The objective of market risk
Particulars INR INR INR INR management is to manage and control market risk exposures within acceptable
parameters, while optimising the return. The Company uses derivatives to
Derivative financial manage market risks. Derivatives are only used for economic hedging purposes
instruments and not as speculative investments. All such transactions are carried out within
the guidelines set by the Board of Directors and Risk Management Committee.
31-Mar-17
There has been no significant changes to the company’s exposure to market
Net settled: risk or the methods in which they are managed or measured.
– Interest rate Currency Risk
swaps................. – 62,556,031 – –
The Company undertakes transactions denominated in foreign currencies;
– F oreign exchange consequently, exposures to exchange rate fluctuations arise. The Company’s/
forward contracts 3,106,226 – – – Company’s exposure to currency risk relates primarily to the Company’s
operating activities and borrowings when transactions are denominated in a
Total...................... 3,106,226 62,556,031 – – different currency from the Company’s functional currency.
The Company manages its foreign currency risk by hedging the transactions
(iii) Financing arrangements at the time the Company enters into a contract with its customers by passing
The Company had access to following undrawn borrowing facilities at the end the exchange risk to the customer. The foreign currency borrowings are entirely
of the reporting period: hedged for the entire period of the borrowing.
When a derivative is entered into for the purpose of being a hedge, the Company
31-Mar-17 31-Mar-16 1-Apr-15
negotiates the terms of those derivatives to match the terms of the hedged
Particulars INR INR INR exposure. For hedges of forecast transactions the derivatives cover the period of
exposure from the point the cash flows of the transactions are forecasted up to
Secured Bank Overdraft facility the point of settlement of the resulting receivable or payable that is denominated
in the foreign currency.
– Expiring within one year.................. – – –
The carrying amounts of the Company’s foreign currency denominated
– Expiring beyond one year................ 1,097,526,538 – – monetary assets and monetary liabilities at the end of the reporting period
are as follows.
1,097,526,538 – –
Particulars Currency 31-Mar-17 31-Mar-16 1-Apr-15
(iv) Maturities of financial assets
The following table details the Company’s expected maturity for its non-derivative Trade Receivables USD 66,600,000 – –
financial assets. The table has been drawn up based on the undiscounted
contractual maturities of the financial assets including interest that will be earned Trade Payables........ USD 89,366,611 1,107,323,004
on those assets. The inclusion of information on non-derivative financial assets EUR – 112,193,568 117,056,381
is necessary in order to understand the Company’s liquidity risk management
as the liquidity is managed on a net asset and liability basis. Secured Bank Loans USD 1,978,157,993

2645

084_Mahindra Susten Private Limited.indd 2645 13/07/2017 20:17:52

Please check thoroughly. Vakils will not be responsible for errors not noted on this proof. vikas
 MAHINDRA SUSTEN PRIVATE LIMITED
(FORMERLY KNOWN AS MAHINDRA EPC SERVICES PRIVATE LIMITED)

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH 2017
Of the above foreign currency exposures, the following exposures are not Interest rate risk
hedged by a derivative:
Interest rate risk is the risk that the fair value or future cash flows of a
Particulars Currency 31-Mar-17 31-Mar-16 1-Apr-15 financial instrument will fluctuate because of changes in market interest
rates. The Company’s exposure to the risk of changes in market interest
Trade Receivables... USD 66,600,000 – – rates relates primarily to the Company’s long-term debt obligations with
floating interest rates.
Trade Payables
(Refer Note 1)......... USD 89,366,611 1,107,323,004 – The Company manages its interest rate risk by having a balanced portfolio
of fixed and variable rate loans and borrowings. The Company’s policy is to
Trade Payables EUR 112,193,568 117,056,381 keep between 40% and 60% of its borrowings at fixed rates of interest. To
manage this, the Company enters into interest rate swaps, in which it agrees to
Note 1: Trade Payables on goods traded are hedged by way of a clause in the exchange, at specified intervals, the difference between fixed and variable rate
contract with the customers wherein the foreign currency risk is transferred to interest amounts calculated by reference to an agreed-upon notional principal
the customer. amount. March 31, 2017 after taking into account the effect of interest rate
swaps, approximately 58% of the Company’s borrowings are at a fixed rate of
Foreign Currency Sensitivity interest (31 March 2016: Nil, 1 April 2015: Nil).
The following tables demonstrate the sensitivity to a reasonably possible change
Interest rate sensitivity
in USD and EUR exchange rates, with all other variables held constant. The
impact on the Company’s profit before tax is due to changes in the fair value The sensitivity analyses below have been determined based on exposure to
of monetary assets and liabilities including non-designated foreign currency interest rate for both derivative and non-derivative instruments at the end of
derivatives and embedded derivatives. The impact on the Company’s pre- reporting period. For floating rate liabilities, analysis is prepared assuming the
tax equity is due to changes in the fair value of forward exchange contracts amount of liability outstanding at the end of the reporting period was outstanding
designated as cash flow hedges. The Company’s exposure to foreign currency for the whole year.
changes for all other currencies is not material.
The following table demonstrates the sensitivity to a reasonably possible
Effect Effect on change in interest rates on that portion of loans and borrowings affected, after
Change in on profit pre-tax the impact of hedge accounting. With all other variables held constant, the
Currency rate before tax equity Company’s profit before tax is affected through the impact on floating rate
borrowings, as follows:
31-Mar-17 USD +10% (2,276,661) –
USD -10% 2,276,661 – Increase/decrease in Effect on profit
31-Mar-16 USD +8% (88,585,840) – Currency basis points before tax
USD -8% 88,585,840 – 31-Mar-17 INR +50 (7,121,577)
EUR +9% (10,097,421) – INR -50 7,121,577
EUR -9% 10,097,421 –
The assumed movement in basis points for the interest rate sensitivity analysis is
Profit is more sensitive to movements in the INR/USD rates in 2017 than 2016 based on the currently observable market environment, showing a significantly
because of the increased USD denominated borrowings. higher volatility than in prior years.

Note 29. – Fair Value Measurement

Fair Valuation Techniques and Inputs used – recurring Items

Valuation Significant Relationship of

Financial assets/financial Fair value technique(s) unobservable unobservable inputs to fair
liabilities measured at Fair value Fair value as at hierarchy and key input(s) input(s) value and sensitivity
31st March 31st March 1st April
2017 2016 2015

Financial assets
Investments
1) Equity investments....................... 990,100 990,100 50,000 Level 3
2) Mutual fund investments............. – 10,803,337 – Level 1 Market Value

Total financial assets...................... 990,100 11,793,437 50,000

Financial liabilities
Other Financial Liabilities
1) F
 oreign currency forward
contracts....................................... 3,106,226 – – Level 2 Derivative
valuation by
2) F
 oreign currency & Interest rate Banks
swaps............................................ 62,556,031 – – Level 2

Total financial liabilities................. 65,662,257 – –

There were no transfers between level 1 and level 2 for recurring fair value measurements during the year. For transfers in and out of level 3 measurements, refer
example below.

2646

084_Mahindra Susten Private Limited.indd 2646 13/07/2017 20:17:52

vikas Please check thoroughly. Vakils will not be responsible for errors not noted on this proof.
 MAHINDRA SUSTEN PRIVATE LIMITED
(FORMERLY KNOWN AS MAHINDRA EPC SERVICES PRIVATE LIMITED)

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH 2017
There were no significant inter-relationships between unobservable inputs that materially affects fair values.
Fair value of financial assets and financial liabilities that are not measured at fair value

31st March 2017 31st March 2016 1st April 2015

Carrying Carrying Carrying
Particulars amount Fair value amount Fair value amount Fair value
Financial assets
Financial assets carried at Amortised Cost
– investments in debt instruments
– loans to related parties......................................... 180,000,000 207,507,992 – – 185,500,000 185,500,000
– trade and other receivables................................. 5,620,346,812 5,620,346,812 3,278,726,315 3,278,726,315 1,532,312,528 1,532,312,528
– Others..................................................................... 205,956,009 205,956,009 73,053,228 73,053,228 56,751,281 56,751,281
Total........................................................................... 6,006,302,821 6,033,810,813 3,351,779,543 3,351,779,543 1,774,563,809 1,774,563,809
Financial liabilities
Financial liabilities held at amortised cost
– bank loans............................................................. 3,402,473,462 3,402,473,462 – – – –
– trade and other payables..................................... 2,504,591,022 2,504,591,022 2,792,862,367 2,792,862,367 1,087,413,886 1,087,413,886
Total........................................................................... 5,907,064,484 5,907,064,484 2,792,862,367 2,792,862,367 1,087,413,886 1,087,413,886

Fair value hierarchy as at 31st March 2017

Level 1 Level 2 Level 3 Total
Financial assets
Financial assets carried at Amortised Cost
– loans to related parties......................................... – – 207,507,992 207,507,992
– trade and other receivables................................. – – 5,620,346,812 5,620,346,812
– Others..................................................................... – – 205,956,009 205,956,009
Total............................................................................ – – 6,033,810,813 6,033,810,813
Financial liabilities
Financial Instruments not carried at Fair Value
– bank loans............................................................. – – 3,402,473,462 3,402,473,462
– trade and other payables..................................... – – 2,504,591,022 2,504,591,022
Total............................................................................ – – 5,907,064,484 5,907,064,484

Fair value hierarchy as at 31 March 2016

Level 1 Level 2 Level 3 Total
Financial assets
Financial assets carried at Amortised Cost
– loans to related parties......................................... – – – –
– trade and other receivables................................. – – 3,278,726,315 3,278,726,315
– Others..................................................................... – – 73,053,228 73,053,228
Total............................................................................ – – 3,351,779,543 3,351,779,543
Financial liabilities
Financial Instruments not carried at Fair Value
– trade and other payables..................................... – – 2,792,862,367 2,792,862,367
Total............................................................................ – – 2,792,862,367 2,792,862,367

Fair value hierarchy as at 1 April 2015

Level 1 Level 2 Level 3 Total
Financial assets
Financial assets carried at Amortised Cost
– loans to related parties......................................... – – 185,500,000 185,500,000
– trade and other receivables................................. – – 1,532,312,528 1,532,312,528
– Others..................................................................... – – 56,751,281 56,751,281
Total............................................................................ – – 1,774,563,809 1,774,563,809
Financial liabilities
Financial Instruments not carried at Fair Value
– bank loans............................................................. – –
– trade and other payables..................................... – – 1,087,413,886 1,087,413,886
Total............................................................................ – – 1,087,413,886 1,087,413,886

The fair values of the financial assets and financial liabilities included in the level 2 and level 3 categories above have been determined in accordance with generally
accepted pricing models based on a discounted cash flow analysis, with the most significant inputs being the discount rate that reflects the credit risk of counterparties.

2647

084_Mahindra Susten Private Limited.indd 2647 13/07/2017 20:17:53

Please check thoroughly. Vakils will not be responsible for errors not noted on this proof. vikas
 MAHINDRA SUSTEN PRIVATE LIMITED
(FORMERLY KNOWN AS MAHINDRA EPC SERVICES PRIVATE LIMITED)

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH 2017
Reconciliation of Level 3 fair value measurements of financial instruments Changes in bond yields
measured at fair value A decrease in government bond yields will increase plan liabilities, although this
is expected to be partially offset by an increase in the value of the plans’ bond
Particulars 31-Mar-17 31-Mar-16 1-Apr-15 holdings and interest rate hedging instruments.

Opening balance.......................... 990,100 50,000 50,000 Inflation risk

Some of the Company’s pension obligations are linked to inflation, and higher
Total gains or losses:
inflation will lead to higher liabilities (although, in most cases, caps on the
– in profit or loss........................... – – – level of inflationary increases are in place to protect the plan against extreme
inflation). The plans hold a significant proportion of assets in index linked gilts,
– in other comprehensive together with other inflation hedging instruments and also assets which are
income........................................ – – – more loosely correlated with inflation. However an increase in inflation will also
Reclassification ............................ – – – increase the deficit to some degree.

From investment in associate to Life expectancy

FVTOCI following partial sale of The majority of the plan’s obligations are to provide benefits for the life of
interest........................................... – – – the member, so increases in life expectancy will result in an increase in the
plan’s liabilities. This is particularly significant in the Company’s defined benefit
Purchases...................................... – 940,100 – plans, where inflationary increases result in higher sensitivity to changes in life
Issues............................................. – – – expectancy.

Disposals/settlements.................. – – – The significant actuarial assumptions used for the purposes of the actuarial
valuations were as follows:
Transfers out of level 3................ – – –
Closing balance............................ 990,100 990,100 50,000 Valuation as at
31-Mar-17 31-Mar-16 1-Apr-15
Note 30. – Employee benefits
Discount rate(s)............................ 7.50% 8.00% 7.95%
(a) Defined Contribution Plan
Expected rate(s) of salary
The Company’s contribution to Provident Fund aggregating Rs. 2,55,16,021/-
increase......................................... 8.00% 8.00% 8.00%
has been recognised in the Statement of Profit or Loss under the head Employee
Benefits Expense. Defined benefit plans – as per actuarial valuation on 31st March, 2017
(b) Defined Benefit Plans:
Funded Unfunded
Gratuity
Plan Plan
The Company operates a gratuity plan covering qualifying employees. The benefit
payable is the greater of the amount calculated as per the Payment of Gratuity Particulars Gratuity
Act, 1972 or the Company scheme applicable to the employee. The benefit 2017 2016
vests upon completion of five years of continuous service and once vested it is
payable to employees on retirement or on termination of employment. In case Amounts recognised in comprehensive
of death while in service, the gratuity is payable irrespective of vesting. The income in respect of these defined benefit
Company makes annual contribution to the group gratuity scheme administered plans are as follows:
by the Life Insurance Corporation of India through its Gratuity Trust Fund.
Service Cost
Post retirement medical Current Service Cost..................................... 7,289,289 –
The Company provides post retirement medical cover to select grade of
employees to cover the retiring employee and their spouse upto a specified age  ast service cost and (gains)/losses from
P
through mediclaim policy on which the premiums are paid by the Company. The settlements
eligibility of the employee for the benefit as well as the amount of medical cover Net interest expense...................................... 1,034,004 –
purchased is determined by the grade of the employee at the time of retirement.
Components of defined benefit costs
Post retirement housing allowance
recognised in profit or loss........................... 8,323,293 –
The Company operates a post retirement benefit scheme for a certain grade of
employees in which a monthly allowance determined on the basis of the last Remeasurement on the net defined benefit
drawn basic salary at the time of retirement, is paid to the retiring employee in liability
lieu of housing.
Return on plan assets (excluding amount
Through its defined benefit plans the Company is exposed to a number of risks, included in net interest expense)
the most significant of which are detailed below: Actuarial gains and loss arising form
Asset volatility changes in financial assumptions................. 1,977,298 (116,812)
The plan liabilities are calculated using a discount rate set with references Actuarial gains and loss arising form
to government bond yields; if plan assets under perform compared to the experience adjustments................................. 251,100 1,559,809
government bonds discount rate, this will create or increase a deficit. The
Others (describe)
defined benefit plans hold a significant proportion of equity type assets, which
are expected to outperform government bonds in the long-term while providing Components of defined benefit costs
volatility and risk in the short-term. recognised in other comprehensive income 2,228,398 1,442,997
As the plans mature, the Company intends to reduce the level of investment risk Total.................................................................. 10,551,691 1,442,997
by investing more in assets that better match the liabilities.
I. N
 et Asset/(Liability) recognised in
However, the Company believes that due to the long-term nature of the plan the Balance Sheet as at 31st March
liabilities and the strength of the supporting group, a level of continuing equity
type investments is an appropriate element of the Company’s long term strategy 1. Present value of defined benefit
to manage the plans efficiently. obligation as at 31st March .................. 23,155,441 12,990,712

2648

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vikas Please check thoroughly. Vakils will not be responsible for errors not noted on this proof.
 MAHINDRA SUSTEN PRIVATE LIMITED
(FORMERLY KNOWN AS MAHINDRA EPC SERVICES PRIVATE LIMITED)

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH 2017

Funded Unfunded Funded Unfunded

Plan Plan Plan Plan
Particulars Gratuity Particulars Gratuity
2017 2016 2017 2016

2. Fair value of plan assets as at 31st V. Actuarial assumptions

March 11,294,951 – 1. Discount rate ......................................... 7.50% 8.00%
3. Surplus/(Deficit) ..................................... 11,860,490 12,990,712 2. Expected rate of return on plan assets
4. Current portion of the above ................ – 131,334 3. Attrition rate ........................................... 8.00% 8.00%
5. Non current portion of the above ......... 11,860,490 12,859,378 4. Medical premium inflation
II. C
 hange in the obligation during the
year ended 31st March
1. Present value of defined benefit The sensitivity of the defined benefit obligation to changes in the weighted
obligation at the beginning of the year. 12,990,712 6,978,617 principal assumptions is:

2. Add/(Less) on account of Scheme of

Impact on defined benefit
Arrangement/Business
obligation
Transfer
Changes in Increase in Decrease in
3. Expenses Recognised in Profit and Principal assumption assumption assumption assumption
Loss Account
2017 1.00%
– Current Service Cost.............................. 7,289,289 4,017,341
Discount rate............ 2016 100.00% -16.13% 20.48%
– Past Service Cost
2015 0.25%
– Interest Expense (Income)..................... 1,034,004 551,757
2017 0.50%
4. Recognised in Other Comprehensive
Income Salary growth rate... 2016 100.00% 14.56% -13.87%
Remeasurement gains/(losses) 2015 0.60%
– Actuarial Gain (Loss) arising from: The methods and types of assumptions used in preparing the sensitivity
i. Demographic Assumptions analyses did not change compared to previous period.
ii. Financial Assumptions..................... 1,977,298 – Maturity profile of defined benefit obligation:
iii. Experience Adjustments.................. 251,100 –
5. Benefit payments .................................. (386,962) – 2017 2016 2015
6. Others (Specify) Within 1 year
7. Present value of defined benefit 1–2 year....................................... 320,484 393,232 76,546
obligation at the end of the year........ 23,155,441 11,547,715
2–3 year....................................... 433,504 365,952 91,527
III. C
 hange in fair value of assets during
the year ended 31st March 3–4 year....................................... 597,093 464,659 198,064
1. 
Fair value of plan assets at the 4–5 year....................................... 957,153 651,564 276,894
beginning of the year ............................ – –
5–10 years.................................... 5,163,761 2,712,583 1,771,298
2. 
Add/(Less) on account of Scheme of
Arrangement/Business Transfer ............ – – 10 years & above........................ 112,903,485 71,598,301 39,854,917
3. 
Expenses Recognised in Profit and The weighted average duration of the defined benefit obligation as at 31 March
Loss Account 2017 is 18.11 years (2016: 17.88 years, 2015: 18.40 years)
– Expected return on plan assets 600,623 –
4. 
Recognised in Other Comprehensive Period Ended
VIII. Experience
Income
Adjustments : 2017 2016 2015 2014 2013
Remeasurement gains/(losses)
Gratuity
– 
Actual Return on plan assets in excess
of the expected return............................ – – 1. 
Defined Benefit
– Others (specify)...................................... – – Obligation
5. 
Contributions by employer (including 2. 
Fair value of plan
benefit payments recoverable) ............. 11,081,290 – assets .................. – – – – –
6. Benefit payments .................................. (386,962) – Surplus/(Deficit) .....
3.  – – – – –
4. 
Experience
7. Fair value of plan assets at the end
adjustment on plan
of the year............................................. 11,294,951 –
liabilities [(Gain)/
IV. 
The Major categories of plan assets.... Loss] ................... 1,627,775 1,559,809 – – –
– List the plan assets by category here 5. 
Experience
adjustment on
LIC
plan assets [Gain/
Insured Funds.................................. investments
(Loss)] ................. – – – – –

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Please check thoroughly. Vakils will not be responsible for errors not noted on this proof. vikas
 MAHINDRA SUSTEN PRIVATE LIMITED
(FORMERLY KNOWN AS MAHINDRA EPC SERVICES PRIVATE LIMITED)

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH 2017
The expected rate of return on plan assets is based on the average long term Note 31. – Related Party Transactions
rate of return expected on investments of the fund during the estimated term
of obligation. Name of the Ultimate Holding Mahindra & Mahindra Limited
Name of the parent Company Mahindra Holdings Limited
The estimate of future salary increases, considered in actuarial valuation, takes
account of inflation, seniority, promotion and other relevant factors, such as Note: Relationships between a parent and its subsidiaries shall be disclosed
supply and demand in the employment market. irrespective of whether there have been transactions between them. An entity
shall disclose the name of its parent and, if different, the ultimate controlling
The current service cost and the net interest expense for the year are included party. If neither the entity’s parent nor the ultimate controlling party produces
in the employee benefits expense in profit or loss of the expense for the year, an consolidated financial statements available for public use, the name of the next
amount of Rs. 83,23,293 has been included in profit or loss. most senior parent that does so shall also be disclosed.

Details of transaction between the Company and its related parties are disclosed below:

Entities having
joint control/ KMP of the
significant Company and
For the year influence over KMP of parent Other related
Particulars ended Parent Company Company Subsidiaries Associates Joint ventures Company parties

Nature of transactions with

Related Parties
Sale of goods................. 31-Mar-17 1,779,515 – 6,490,804,332 – 1,273,125 – 58,614,951
31-Mar-16 166,865,183 – 2,351,943,226 – – – 110,041,753
Purchase of goods......... 31-Mar-17 – – 10,372,500 – – – –
31-Mar-16 – – – – – – –
Purchase of property
and other assets............. 31-Mar-17 – – – – – – 567,521
31-Mar-16 – – – – – – –
Rendering of services..... 31-Mar-17 2,518,376 – 625,998,367 – 10,935,516 – 49,013,644
31-Mar-16 – – 242,193,674 – – – 76,618,985
Receiving of services...... 31-Mar-17 46,861,845 – – – – – 11,256,738
31-Mar-16 3,997,381 – – – – – 26,415,746
Loans given.................... 31-Mar-17 – – 245,000,000 – – – –
31-Mar-16 – – 263,000,000 – – – –
Loans given refunded..... 31-Mar-17 – – 65,000,000 – – – –
31-Mar-16 – – 119,000,000 – – – –
Equity contribution by
the Company.................. 31-Mar-17 – – 1,768,189,900 – – – –
31-Mar-16 – – 696,100,000 – – – –
Equity contribution to
the Company.................. 31-Mar-17 2,847,980,000 – – – – – –
31-Mar-16 835,986,094 – – – – – –

Entities having joint KMP of the

control/significant Company and
Parent influence over KMP of parent Other related
Balance as on Company Company Subsidiaries Associates Joint ventures Company parties

Nature of Balances with

Related Parties
Trade Receivable...... 31-Mar-17 10,983,027 – 1,858,037,262 – 2,994,761 – 88,305,950

31-Mar-16 – – 1,481,171,001 – – – 16,022,803

Trade payables......... 31-Mar-17 4,884,969 – 10,372,500 – – – 1,012,539

31-Mar-16 58,108,190 – – – – – 6,706,890

Loans & advances

given.......................... 31-Mar-17 – – 180,000,000 – – – –

31-Mar-16 – – – – – – –

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vikas Please check thoroughly. Vakils will not be responsible for errors not noted on this proof.
 MAHINDRA SUSTEN PRIVATE LIMITED
(FORMERLY KNOWN AS MAHINDRA EPC SERVICES PRIVATE LIMITED)

Entities having joint KMP of the

control/significant Company and
Parent influence over KMP of parent Other related
Balance as on Company Company Subsidiaries Associates Joint ventures Company parties

Guarantee given....... 31-Mar-17 – – 1,846,500,000 – – – –

31-Mar-16 – – 812,890,179 – – – –
Interest Receivable.... 31-Mar-17 – – 3,448,305 – 2,631,889 – –
31-Mar-16 – – – – – – –

Note 32. – Contingent liabilities and commitments As at As at

Contingent liabilities (to the extent not provided for) Particulars 31st March 2016 1st April 2015
Ind AS: Adjustments increase
As at As at As at
(decrease):
31st March 31st March 1st April
2017 2016 2015 Deferred income tax ............................... (8,267,503) (5,887,178)
Warranty Provision................................... 23,888,993 17,320,325
Contingent liabilities
Equity as reported under IND AS........ 2,234,976,853 1,184,226,037
(a) Claims against
the Company not (ii) 
Reconciliation of Total Comprehensive Income for the year ended
acknowledged as debt 31 March 2016:
# (give details)............ 27,560,340 27,560,340 –
Year Ended
(b) Guarantees @ (give Particulars 31st March 2016
details)......................... 1,846,500,000 812,890,179 1,193,541,159
Profit or Loss as per previous GAAP.......................... 210,576,379
Commitments Ind AS: Adjustments increase (decrease):
As at As at As at Amortisation of fair value of unvested ESOPs ............... (6,617,763)
31st March 31st March 1st April
2017 2016 2015 Discounting and reversal of provision for warranties..... 6,568,668
Deferred tax...................................................................... (2,380,325)
(a) Estimated amount of
contracts remaining to Employee future benefits – actuarial gains and losses
be executed on capital (Net of Tax)....................................................................... 943,605
account and not
provided for................. 80,623,265 25,86,000 29,384,558 Total adjustment to profit or loss..................................... (1,485,816)
Profit or Loss under Ind AS............................................. 209,090,563
Note 33. – First-time adoption of Ind-AS
Other comprehensive income.......................................... –
First Time Ind AS Adoption reconciliations
Total comprehensive income under Ind ASs.............. 209,090,563
(i) Reconciliation of Total Equity as at 31 March 2016 and 1 April 2015:
Note: No statement of comprehensive income was produced under previous
As at As at GAAP. Therefore the reconciliation starts with profit under previous GAAP.
Particulars 31st March 2016 1st April 2015
(iii) Under the previous GAAP Land was classified as inventory which has
Equity as reported under previous been reclassified to Property, Plant & Equipment as the same has been
GAAP....................................................... 2,219,355,363 1,172,792,890 identified for setting up a power plant

The accompanying notes 1 to 33 are an integral part of the Financial Statements

In terms of our report attached. For and on behalf of the Board of Directors
For B K Khare & Co
Chartered Accountants Parag Shah Satish Kamat
Firm Registration No. 105102W Director Director

Himanshu Chapsey Basant Jain Roshan Gandhi Mandar Joshi

Partner Chief Executive Officer Chief Financial Officer Company Secretary
M. No. 105731
Place : Mumbai Place : Mumbai
Date :  April 25, 2017 Date :  April 25, 2017

2651

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Please check thoroughly. Vakils will not be responsible for errors not noted on this proof. vikas