MAHINDRA RENEWABLES PRIVATE LIMITED(FORMERLY KNOWN AS MAHINDRA OFFGRID SERVICES PRIVATE LIMITED)

Marvel Solren Private Limited (Marvel)

During the year the Marvel has been incorporated for setting upsolar power projects.

Astra Solren Private Limited (Astra)

During the year the Astra has been incorporated for setting upsolar power projects.

DIVIDEND

Your Directors do not recommend any dividend for the yearunder review.

SUBSIDARIES

Divine Solren Private Limited has become wholly ownedsubsidiary of the Company with effect from on 8th May,2015.

Neo Solren Private Limited has become wholly ownedsubsidiary of the Company with effect from 1st July, 2015.

Marvel Solren Private Limited has become wholly ownedsubsidiary of the Company with effect from 10th October,2015.

Astra Solren Private Limited has become wholly ownedsubsidiary of the Company with effect from 14th October,2015.

A Report on the performance and financial position of each ofthe subsidiaries is provided in Form AOC-1 and forms part ofthis Annual Report.

SHARE CAPITAL

The authorized share capital of your Company has beenincreased from Rupees Seven Crore to Rupees One Hundredand Fifteen Crore, during the year under review.

During the year under review, your Company made thefollowing allotments to Mahindra Susten Private Limited onRights Basis –

Allotment of 3,29,50,000 equity shares face value of Rs.10/- each at par aggregating to Rs. 32,95,00,000 on 7th

August, 2015.

Allotment of 4,20,10,000 equity shares face value of Rs.10/- each at par aggregating to Rs. 42,01,00,000 on 28th

August, 2015.

Allotment of 2,76,00,000 equity shares face value of Rs.10/- each at par 27,60,00,000 on 25th January, 2016.

The paid-up share capital of your Company as on 31st March2016 stood at Rs. 108,91,00,000/- divided into 10,89,10,000equity shares face value of Rs 10/- each.

CHANGE OF NAME

The name of your Company has been changed from‘Mahindra Offgrid Services Private Limited’ to ‘MahindraRenewables Private Limited’ with effect from 10th September,2015.

BOARD OF DIRECTORS

There was no change in the composition of the Board ofDirectors of the Company during the year under review.

Name of the DIN Executive/ Independent No. ofDirector Non- /Non- Board

Executive Independent MeetingsAttended

Mr. Basant Jain 00220395 Non-Executive Non- 12Independent

Mr. Roshan 00010478 Non-Executive Non- 12Gandhi Independent

NUMBER OF BOARD MEETINGS

The Board met Twelve times during the year under review, i.e. on27th April, 2015, 21st May, 2015, 29th June, 2015, 3rd August,2015, 7th August, 2015, 14th August, 2015, 28th August, 2015, 9th

October, 2015, 30th November, 2015, 13th January, 2016, 25th

January, 2016 and 8th March, 2016.

EVALUATION OF PERFORMANCE:

The Board of Directors has adopted a process for annualevaluation of its own performance and that of its Directors.Questionnaires/Feedback templates for annual evaluation,based on the criteria approved by the Board, were circulated toeach Board member and responses were submitted to theChairman of the Board for facilitating the formal annualevaluation.

KEY MANAGERIAL PERSON

Pursuant to Section 203 of the Companies Act, 2013 read withthe Companies (Appointment and Remuneration of ManagerialPersonnel) Rules, 2014, Key Managerial Personnel of yourCompany are as below:

Ms. Pinky Dutta appointed as Company Secretary of theCompany with effect from 1st July, 2015.

Mr. Sameer Mathur appointed as Chief Executive Officerwith effect from 29th December, 2015.

Mr. Rakesh Khaitan appointed as Chief Financial Officerwith effect from 29th December, 2015

Mr. Brijesh Rathod resigned as Company Secretary of theCompany with effect from 29th June, 2015.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to section 134(5) of the Companies Act, 2013, yourDirectors, based on representation from the operatingmanagement, and after due enquiry, confirm that:

(a) in the preparation of the annual financial statements for theyear ended 31st March, 2016 the applicable accountingstandards have been followed;

(b) they have selected such accounting policies and appliedthem consistently and made judgments and estimates thatare reasonable and prudent so as to give a true and fairview of the state of affairs of the Company at the end ofthe financial year on 31st March, 2016 and of the profit ofthe Company for the financial year ended on that date;

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