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SUZLON ENERGY LTD. — Proxy Solicitation & Information Statement 2022
Dec 6, 2022
59207_rns_2022-12-06_49f53e2c-11ad-49d1-99fb-903a93895e2c.pdf
Proxy Solicitation & Information Statement
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6[th] December 2022.
National Stock Exchange of India Limited, BSE Limited “Exchange Plaza”, P.J. Towers, Bandra-Kurla Complex, Bandra (East), Dalal Street, Mumbai-400051. Mumbai-400001.
Dear Sirs,
Sub.: Intimation of Postal Ballot Process initiated by the Company for obtaining approval of the shareholders for various matters.
Ref.: Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.
In continuation to our letter dated 5[th] December 2022 in the subject matter, this is to further inform that pursuant to the provisions of Section 110 and all other applicable provisions of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014 read with applicable circulars issued by the Ministry of Corporate Affairs, Government of India, Secretarial Standard on General Meetings issued by the Institute of Company Secretaries of India, Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and any other applicable law, rules and regulations, read with the equity listing agreement executed with the stock exchanges on which the equity shares of the Company are listed, the Company has initiated the process of postal ballot (“Postal Ballot”), for seeking approval of the shareholders by way of ordinary / special resolutions for matters as considered in the Resolutions of the Postal Ballot Notice dated 5[th] December 2022 (“Postal Ballot Notice”) either by physical ballot or remote e-voting. A copy of Postal Ballot Notice dated 5[th] December 2022 is enclosed herewith. KFin Technologies Limited, the Company’s Registrar and Share Transfer Agent (“KFin”), will provide the remote e-voting facility to enable the shareholders to exercise their right to vote on the resolutions proposed in the Postal Ballot Notice by electronic means.
The Company has, on 6[th] December 2022, completed the despatch of the Postal Ballot Notice to all the shareholders whose name appears on the Register of Members / List of Beneficial Owners as on the Cut-off Date, i.e. Friday, 25[th] November 2022 (“Cut-off Date”) as under:
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Electronic form – Postal Ballot Notice has been sent in electronic form to those shareholders whose email address is registered with the KFin or Depository Participants and such shareholders are requested to record their assent or dissent through remote e-voting facility provided for this Postal Ballot. Shareholders who have received Postal Ballot Notice by email and wish to vote through physical form may download the Postal Ballot Form from the Company’s website (www.suzlon.com) or KFin’s website (https://evoting.kfintech.com) or seek duplicate Postal Ballot Form from KFin and record their assent or dissent by filling-up the necessary details and putting their signature at the marked place in the Postal Ballot Form and sending the duly completed Postal Ballot Form by courier, registered / speed post (at the expense of the shareholders) so as to reach the Scrutinizer not later than 5.00 p.m. IST on 5[th] January 2023.
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Physical form – Postal Ballot Notice along with Postal Ballot Form and self-addressed postage pre-paid envelope has been sent in physical form to those shareholders whose email address is not registered with KFin / Depository Participants and such shareholders are requested to record their assent or dissent either through remote e-voting facility provided for this Postal Ballot or by filling-up the necessary details and putting their signature at the marked place in the Postal Ballot Form and returning the duly completed Postal Ballot Form, in the self-addressed postage pre-paid envelope so as to reach the Scrutinizer, C/o. KFin Technologies Limited, Selenium, Tower B, Plot
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31 & 32, Financial District, Nanakramguda, Serilingampally Mandal, Hyderabad-500032, Telangana, India, email: [email protected]; 1800-309-4001 (toll free) not later than 5.00 p.m. IST on 5[th] January 2023. A shareholder who has not received Postal Ballot Form may download the Postal Ballot Form from the Company’s website (www.suzlon.com) or KFin’s website (https://evoting.kfintech.com) or seek duplicate Postal Ballot Form from KFin. The envelopes containing Postal Ballot Forms, if sent by courier, registered / speed post (at the expense of the shareholders) will also be accepted if received not later than 5.00 p.m. IST on 5[th] January 2023.
The assent or dissent received from the shareholders after 5[th] January 2023 (5.00 p.m. IST) would be strictly treated as if a reply has not been received. A person who is not a shareholder as on the Cut-off Date should treat the Postal Ballot Notice for information purpose only. A copy of the Postal Ballot Notice, Explanatory Statement, remote e-voting instructions and Postal Ballot Form is available on the Company’s website (www.suzlon.com), KFin’s website (https://evoting.kfintech.com) and also on the website of National Stock Exchange of India Limited (www.nseindia.com) and BSE Limited (www.bseindia.com). The detailed instructions for remote e-voting have been given in the Postal Ballot Notice.
The remote e-voting period commences on Wednesday, 7[th] December 2022 (9.00 a.m. IST) up to Thursday, 5[th] January 2023 (5.00 p.m. IST). During this period, the shareholders of the Company holding fully paid-up and partly paid-up shares either in physical form or in demat form, as on the Cut-off Date , may cast their vote by remote e-voting. The remote e-voting shall not be allowed after 5[th] January 2023 (5.00 p.m. IST) and the remote e-voting module shall be disabled by KFin for voting thereafter. Once the vote on a resolution is cast by a shareholder, whether partially or otherwise, the shareholder shall not be allowed to change it subsequently or cast the vote again.
In case of any queries, shareholders may refer the Frequently Asked Questions (FAQs) and e-voting User Manual for shareholders available at the download section of https://evoting.kfintech.com. In case of any queries / concern / grievances, you may contact Mr. Ganesh Chandra Patro, Asst. Vice President, KFin, Selenium, Tower B, Plot 31 & 32, Financial District, Nanakramguda, Serilingampally Mandal, Hyderabad-500032, Telangana, India, email: [email protected]; 1800-309-4001 (toll free).
This is for your information as also for the information of your members and the public at large.
Thanking you,
Yours faithfully, For Suzlon Energy Limited
GEETANJALI SANTOSH VAIDYA Digitally signed by GEETANJALI SANTOSH VAIDYA DN: c=IN, o=Personal, 2.5.4.20=1f68fbc13c0b8b3a34b3090cec1d1201ad6adf5a8af53061cc2ac9ca603245ff, postalCode=411030, st=Maharashtra, serialNumber=70e6fc9b127e425bb9cb937f96d5775c420ccc6112295e0fe8056eda8aed1812, cn=GEETANJALI SANTOSH VAIDYA Date: 2022.12.06 21:23:30 +05'30'
Geetanjali S.Vaidya, Company Secretary.
Encl.: As above.
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SUZLON ENERGY LIMITED
[CIN: L40100GJ1995PLC025447]
Regd. Office: “Suzlon”, 5, Shrimali Society, Near Shri Krishna Complex, Navrangpura, Ahmedabad-380009; Tel.: +91.79.6604 5000; Fax: +91.79.2656 5540; website: www.suzlon.com; email id: [email protected]
Notice of Postal Ballot (“Notice” or “Postal Ballot Notice”)
(Pursuant to Section 110 of the Companies Act, 2013 read with Rule 22 of the Companies (Management and Administration) Rules, 2014 and the MCA Circulars (as defined below))
To,
The Shareholders, Suzlon Energy Limited
NOTICE is hereby given to the shareholders of Suzlon Energy Limited (the “Company”) pursuant to the provisions of Section 110 and all other applicable provisions of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014 (collectively the “Act”, which shall include any statutory modifications, amendments or re-enactments thereto) read with General Circular Nos.14/2020 dated 8[th] April 2020, 17/2020 dated 13[th] April 2020, 22/2020 dated 15[th] June 2020, 33/2020 dated 28[th] September 2020, 39/2020 dated 31[st] December 2020, 10/2021 dated 23[rd] June 2021, 20/2021 dated 8[th] December 2021 and 3/2022 dated 5[th] May 2022, issued by the Ministry of Corporate Affairs, Government of India (the “MCA Circulars”), Secretarial Standard on General Meetings (“SS-2”) issued by the Institute of Company Secretaries of India, Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the “Listing Regulations”) and any other applicable law, rules and regulations (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force), read with the equity listing agreement executed with the stock exchanges on which the equity shares of the Company are listed, for seeking approval of the shareholders by way of ordinary / special resolutions (as indicated) for matters as considered in the Resolutions appended below through postal ballot (“Postal Ballot”).
In terms of the MCA Circulars, the Company is allowed to send Postal Ballot Notice in electronic form only and hard copy of the Postal Ballot Notice along with the Postal Ballot Forms and pre-paid business envelope is not required to be sent to the shareholders for the Postal Ballot undertaken up to 31[st] December 2022. However, since the declaration of the result of the proposed Postal Ballot would extend beyond 31[st] December 2022, the Company, as a matter of good governance, is sending the Postal Ballot Notice to those shareholders whose name appear on the Register of Members / List of Beneficial Owners in respect of fully paid-up shares and partly paid-up shares as on Friday, 25[th] November 2022, being the cut-off date for the purpose, in electronic form to those shareholders whose email address is registered with Kfin Technologies Limited (“KFin”), the Company’s Registrar and Share Transfer Agent or Depository Participants, and in physical form to those shareholders whose
email address is not so registered.
The Board of Directors of the Company recommends approval of shareholders for the Resolutions appended below. The Explanatory Statement pursuant to Section 102 of the Act pertaining to the said Resolutions setting out material facts and the reasons for the Resolutions is annexed hereto.
You are requested to peruse the proposed Resolutions along with their respective Explanatory Statement and thereafter record your assent or dissent on or before 5[th] January 2023 (5.00 p.m. IST) by remote e-voting or by sending your assent or dissent to Mr. D S M Ram, the Scrutinizer, c/o. Kfin Technologies Limited, Unit: Suzlon Energy Limited, Selenium Tower B, Plot 31 & 32, Financial District, Nanakramguda, Serilingampally Mandal, Hyderabad-500032, Telangana, India, Email: [email protected]; Toll Free No.1-800-309-4001. The assent or dissent received from the shareholders after 5[th] January 2023 (5.00 p.m. IST) would be strictly treated as if a reply from you has not been received.
1. To approve appointment of Mr. Pranav T.Tanti as Director of the Company
To consider and if thought fit, to give ASSENT / DISSENT to the following resolution as an Ordinary Resolution:
“RESOLVED THAT Mr. Pranav T.Tanti (DIN: 02957770), who was appointed as an Additional Director in the capacity of ‘Non-Executive Director’ of the Company w.e.f. 7[th] October 2022 in terms of Section 161 of the Companies Act, 2013, be and is hereby appointed as the Director of the Company whose period of office shall be liable to determination by retirement of directors by rotation.”
2. To approve appointment of Mr. Vinod R.Tanti as the Managing Director of the Company
To consider and if thought fit, to give ASSENT / DISSENT to the following resolution as a Special Resolution:
“RESOLVED THAT pursuant to Sections 196, 197, 198, 203, Schedule V and other applicable provisions, if any of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended from time to time, and applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and such other provisions to the extent applicable, and as recommended and approved by the Nomination and Remuneration Committee of the Board of Directors of the Company at its meeting held on 6[th] October 2022 and by the Board of Directors of the Company at its meeting held on 7[th] October 2022, Mr. Vinod R.Tanti be and is hereby appointed as the Managing Director of the Company with effect from 7[th] October 2022 for a period of 3 (Three) years, i.e. up to 6[th] October 2025, on the following terms and conditions:
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1) Base salary: A salary of Rs. 5,00,00,000/- (Rupees Five Crores Only) per annum plus incentives and perquisites as mentioned below.
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2) Incentives:
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a) Annual incentive – Performance based pay-out with maximum eligibility up to 50% of the base salary;
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b) Long term incentive – Linked achievement of long-term strategic targets (three year period) with maximum eligibility up to 50% of the base salary (per year) (subject to cap on maximum pay-out in first two years would be 40% of base salary (per year) subject to final adjustment in third year);
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3) Perquisites:
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a) Medical benefits for self and family: All medical expenses incurred by the Managing Director and his family shall be reimbursed in accordance with the Suzlon Group Mediclaim Policy,
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b) Insurance: As per Suzlon Group Accident Policy and Group Term Life policy in accordance with Suzlon employee benefit programme for all employees,
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c) Reimbursement of expenses: The Company shall reimburse to the Managing Director all the actual expenses incurred wholly, necessarily and exclusively for and on behalf of the Company and / or incurred in performance of the duties of the Company.
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Explanation: “family” shall mean the spouse, the dependent children and the dependent parents of the Managing Director.
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4) Stock Options, if permitted in terms of the applicable regulations.”
“RESOLVED FURTHER THAT the Nomination and Remuneration Committee / Board of Directors of the Company be and is hereby authorised to vary the remuneration of Mr. Vinod R.Tanti, the Managing Director, from time to time within the limits prescribed and permitted under the Companies Act, 2013, as amended, during his term of office without being required to seek any fresh approval of the shareholders of the Company and the decision of the Nomination and Remuneration Committee shall be final and conclusive in that regard.”
“RESOLVED FURTHER THAT Mr. Vinod R.Tanti, Managing Director, shall be liable to retire by rotation in terms of the provisions of the Companies Act, 2013.”
“RESOLVED FURTHER THAT the Nomination and Remuneration Committee / Board of Directors of the Company be and is hereby authorised to finalise other terms of appointment and scope of work as may be in the overall interest of the Company.”
3. To approve appointment of Mr. Girish R.Tanti as the Executive Director of the Company without remuneration
To consider and if thought fit, to give ASSENT / DISSENT to the following resolution as an Ordinary Resolution:
“RESOLVED THAT pursuant to Sections 196, 197, 198, 203, Schedule V and other applicable provisions, if any of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended from time to time, and applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and such other provisions to the extent applicable, and as recommended and approved by the Nomination and Remuneration Committee of the Board of Directors of the Company on 6[th] October 2022 and 3[rd] December 2022 respectively; and by the Board of Directors of the Company on 7[th] October 2022 and 5[th] December 2022 respectively, Mr. Girish R.Tanti be and is hereby appointed as the Executive Director designated as ‘Executive Vice Chairman’ of the Company with effect from 7[th] October 2022 for a period of 3 (Three) years, i.e. up to 6[th] October 2025, on the following terms and conditions:
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1) Remuneration: Mr. Girish R.Tanti, the Executive Director, be not paid any remuneration from the date of his appointment as the Executive Director, provided however that Mr. Girish R.Tanti shall be entitled to reimbursement of all the expenses incurred by him for and on behalf of the Company and / or incurred by him in performance of the duties of the Company.
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2) Perquisites:
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a) Medical benefits for self and family: All medical expenses incurred by the Executive Director and his family shall be reimbursed in accordance with the Suzlon Group Mediclaim Policy,
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b) Insurance: As per Suzlon Group Accident Policy and Group Term Life policy in accordance with Suzlon employee benefit program for all employees,
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c) Reimbursement of expenses: The Company shall reimburse to the Executive Director all the actual expenses incurred wholly, necessarily and exclusively for and on behalf of the Company and / or incurred in performance of the duties of the Company.
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Explanation: “family” shall mean the spouse, the dependent children and the dependent parents of the Executive Director.
3) Stock Options, if permitted in terms of the applicable regulations.” “RESOLVED FURTHER THAT Mr. Girish R.Tanti, Executive Director, shall be liable to retire by rotation in terms of the provisions of the Companies Act, 2013.”
“RESOLVED FURTHER THAT the Nomination and Remuneration Committee / Board of Directors of the Company be and is hereby authorised to finalise other terms of appointment and scope of work as may be in the overall interest of the Company.”
By order of the Board of Directors of Suzlon Energy Limited
Geetanjali S.Vaidya, Company Secretary. M. No. A18026.
Place : Pune Date : 5[th] December 2022
Regd. Office: “Suzlon”, 5, Shrimali Society, Near Shri Krishna Complex, Navrangpura, Ahmedabad-380009.
Notes:
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The Explanatory Statement pursuant to Section 102 of the Companies Act, 2013 (the “Act”) setting out material facts of the aforesaid items is annexed hereto as Annexure I and which forms part of this Postal Ballot Notice.
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All documents required to be kept open for inspection, if any, shall be open for inspection at the Registered office and Corporate office of the Company between 2.00 p.m. and 5.00 p.m. on all working days (except Saturdays, Sundays and Holidays). Such documents shall also be made available on the Company’s website (www.suzlon.com) to facilitate online inspection till the date of announcement of the results of this Postal Ballot.
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The Company has appointed Mr. D S M Ram (Membership No.A14939 and Certificate of Practice No.4239), Proprietor of DSMR & Associates, Company Secretaries, Hyderabad, as the Scrutinizer for conducting the Postal Ballot process in a fair and transparent manner. The Scrutinizer will submit his report after completion of the scrutiny on or before Saturday, 7[th] January 2023. The Chairman, or any other person authorised by the Chairman, shall declare the result of the voting forthwith and the same will be communicated to the National Stock Exchange of India Limited and the BSE Limited and shall also be available on the Company’s website (www.suzlon.com) and on KFin’s web link (https://evoting.kfintech. com) as also displayed at the registered office and the corporate office of the Company. The resolutions, if assented by the requisite majority, shall be deemed to be passed on the last date specified for e-voting / receipt of postal ballot forms, i.e. 5[th] January 2023, in terms of the Secretarial Standards on General Meeting (SS2) issued by the Institute of Company Secretaries of India.
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In terms of Rule 20 and Rule 22 of the Companies (Management and Administration) Rules, 2014 read with the MCA Circulars and the Listing Regulations, the advertisement pertaining to this Postal Ballot is being published in one English national daily newspaper circulating throughout India (in English language) and one Gujarati daily newspaper circulating in Ahmedabad (in vernacular language, i.e. Gujarati).
CUT-OFF DATE
- The cut-off date for the purpose of ascertaining shareholders entitled for voting through this Postal Ballot is Friday, 25[th] November 2022 (hereinafter referred to as the “Cut-off Date”). A person, whose name is recorded in the Register of Members or in the Register of Beneficial Owners maintained by the Depositories for fully paid-up shares and partly paid-up shares as on the Cut-off Date only, shall be entitled to vote in this Postal Ballot. A person who is not a shareholder as on the Cut-off Date should treat this Postal Ballot Notice for information purpose only.
DISPATCH OF POSTAL BALLOT NOTICE
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This Postal Ballot Notice is being sent to all the shareholders whose name appear on the Register of Members / List of Beneficial Owners as on the Cut-off Date, i.e. Friday, 25[th] November 2022 as under:
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Electronic form – Postal Ballot Notice is being sent in electronic form to those shareholders whose email address is registered with the KFin, the Company’s Registrar and Share Transfer Agent or Depository Participants and such shareholders are requested to record their assent or dissent through remote e-voting facility provided for this Postal Ballot. Shareholders who have received Postal Ballot Notice by email and wish to vote through physical form may download the Postal Ballot Form from the Company’s website (www.suzlon.com) or KFin’s website (https://evoting.kfintech.com) or seek duplicate Postal Ballot Form from KFin and record their assent or dissent by filling-up the necessary details and putting their signature at the marked place in the Postal Ballot Form and sending the duly completed Postal Ballot Form by courier, registered / speed post (at the expense of the shareholders) so as to reach the Scrutinizer not later than 5.00 p.m. IST on 5[th] January 2023.
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Physical form – Postal Ballot Notice along with Postal Ballot Form and self-addressed postage pre-paid envelope is being sent in physical form to those shareholders whose email address is not registered with KFin / Depository Participants and such shareholders are requested to record their assent or dissent either through remote e-voting facility provided for this Postal Ballot or by filling-up the necessary details and putting their signature at the marked place in the Postal Ballot Form and returning the duly completed Postal Ballot Form, in the self-addressed postage pre-paid envelope so as to reach the Scrutinizer not later than 5.00 p.m. IST on 5[th] January 2023. A shareholder who has not received Postal Ballot Form may download the Postal Ballot Form from the Company’s website (www.suzlon.com) or KFin’s website (https://evoting.kfintech.com) or seek duplicate Postal Ballot Form from KFin. The envelopes containing Postal Ballot Forms, if sent by courier, registered / speed post (at the expense of the shareholders) will also be accepted if received not later than 5.00 p.m. on 5[th] January 2023.
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Kindly note that the shareholders can opt only one mode of voting, i.e. either by physical ballot or remote e-voting. If you are opting for remote e-voting, then do not vote by physical ballot also and vice versa. However, in case the shareholders cast their vote by physical ballot and remote e-voting, then voting done by remote e-voting shall prevail and voting done through valid physical ballot will be treated as invalid.
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A copy of this Postal Ballot Notice, Explanatory Statement, remote e-voting instructions and Postal Ballot Forms is available on the Company’s website (www.suzlon.com), KFin’s website at (https://evoting.kfintech.com) and also on the website of National Stock Exchange of India Limited (www.nseindia.com) and BSE Limited (www.bseindia.com).
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Members who have still not registered their email IDs are requested to do so at the earliest as under:
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Members holding shares in electronic mode can get their email ID registered by contacting their respective Depository Participant where they maintain their demat accounts.
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Members holding shares in physical mode or who have not registered / updated their email address are requested to register their email ID with KFin. Requests can be sent by email to ([email protected]) or by logging into https://ris.kfintech.com/clientservices/ mobilereg/mobileemailreg.aspx.
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Members are requested to support this Green Initiative effort of the Company and get their email ID registered to enable the Company to send documents such as notices, annual reports, and other documents in electronic form. Those members who have already registered their email addresses are requested to keep their email addresses validated with their Depository Participants / KFin to enable servicing of notice, annual reports, other documents in electronic form.
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Please note that as a valued member of the Company, you are always entitled to request and receive all such communication in physical form free of cost. Further, the documents served through email are available on the Company’s website (www.suzlon.com) and are also available for inspection at the Registered Office and Corporate Office of the Company during specified business hours.
REMOTE E-VOTING:
- In compliance with the provisions of Section 108 of the Act, Rule 20 of the Companies (Management and Administration) Rules, 2014, as amended from time to time, Regulation 44 of the Listing Regulations read with SEBI circular no.SEBI/HO/CFD/CMD/CIR/P/2020/242 dated 9[th] December 2020 relating to ‘e-voting Facility Provided by Listed Entities’ (“SEBI e-voting Circular”), the Company is providing the facility to the shareholders to exercise their right to vote on the proposed resolutions electronically (“remote e-voting”). KFin, the Company’s Registrar and Share Transfer Agent, will provide the remote e-voting facility to enable the shareholders to exercise their right to vote on resolutions proposed to be considered through this Postal Ballot Notice by electronic means.
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The remote e-voting period commences on Wednesday, 7[th] December 2022 (9.00 a.m. IST) up to Thursday, 5[th] January 2023 (5.00 p.m. IST). During this period, the shareholders of the Company holding fully paid-up and partly paid-up shares either in physical form or in demat form, as on the Cut-off Date, i.e. Friday, 25[th] November 2022 , may cast their vote by remote e-voting. The remote e-voting module shall be disabled by KFin for voting thereafter. Once the vote on a resolution is cast by a member, whether partially or otherwise, the member shall not be allowed to change it subsequently or cast the vote again.
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The shareholders are requested to cast their vote for both fully paid-up shares (EVEN 7116) as well as partly paid-up shares (EVEN 7117), as the case may be. The voting rights of the shareholders shall be in proportion to their shares in the paid-up equity share capital of the Company as on the Cut-off Date, i.e. Friday, 25[th] November 2022.
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Any person holding shares in physical form and non-individual shareholders holding shares as of the Cut-off Date, may obtain the login ID and password by sending a request at [email protected]. In case they are already registered with KFin for remote e-voting, they can use their existing User ID and password for e-voting (details of user id and password are printed in the Postal Ballot Notice).
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In terms of SEBI e-voting Circular, e-voting process has been enabled for all ‘individual demat account holders’, by way of a single login credential, through their demat accounts / websites of Depositories / Depository Participant(s) (“DP”). The detailed procedure for remote e-voting is given below.
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Individual members having demat account(s) would be able to cast their vote without having to register again with the e-voting service provider (“ESP”), i.e. KFin, thereby not only facilitating seamless authentication but also ease and convenience of participating in the e-voting process. Members are advised to update their mobile number and email ID with their DPs to access the e-voting facility.
The procedure for remote e-voting is as under:
- i. Method of login / access to Depositories (NSDL / CDSL) e-voting system in case of individual members holding shares in demat mode
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| Type of member | Login Method |
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| Individual members holding securities in demat mode with NSDL |
A. Instructions for existing Internet-based Demat Account Statement (“IDeAS”) facility Users: i. Visit the e-services website of NSDL https://eservices.nsdl.com. ii. On the e-services home page click on the “Benefcial Owner” icon under “Login” under ‘IDeAS’ section. iii. A new page will open. Enter the existing user id and password for accessing IDeAS. iv. After successful authentication, members will be able to see e-voting services under ‘Value Added Services’. Please click on “Access to e-voting” under e-voting services, after which the e-voting page will be displayed. v. Click on company name, i.e. ‘Suzlon Energy Limited’, or e-voting service provider, i.e. KFin. vi. Members will be re-directed to KFin’s website for casting their vote during the remote e-voting period. B. Instructions for those Members who are not registered under IDeAS: i. Visit https://eservices.nsdl.com for registering. ii. Select “Register Online for IDeAS Portal” or click at https://eservices.nsdl.com/SecureWeb/IdeasDirectReg. jsp. iii. Visit the e-voting website of NSDL https://www.evoting.nsdl.com/. iv. Once the home page of e-voting system is launched, click on the icon “Login” which is available under ‘Shareholder / Member’ section. A new screen will open. v. Members will have to enter their User ID (i.e. the sixteen digits demat account number held with NSDL), password / OTP and a Verifcation Code as shown on the screen. vi. After successful authentication, members will be redirected to NSDL Depository site wherein they can see e-voting page. vii. Click on company name, i.e. Suzlon Energy Limited, or e-voting service provider name, i.e. KFin, after which the member will be redirected to e-voting service provider website for casting their vote during the remote e-voting period. C. NSDL Mobile App i. Members can also download the NSDL Mobile App “NSDL Speede” facility by scanning the QR code for seamless voting experience. |
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| Type of member | Login Method |
|---|---|
| Individual members holding securities in demat mode with CDSL |
A. Instructions for existing users who have opted for Electronic Access To Securities Information (“Easi / Easiest”) facility: i. Visit https://web.cdslindia.com/myeasi/home/login or www.cdslindia.com ii. Click on New System MyEasi. iii. Login to MyEasi option under quick login. iv. Enter the registered user ID and password for accessing Easi / Easiest. v. Members will be able to view the e-voting Menu. vi. The Menu will have links of KFin e-voting portal and will be redirected to the e-voting page of KFin to cast their vote without any further authentication. B. Instructions for users who have not registered for Easi / Easiest i. Visit https://web.cdslindia.com/myeasi/Registration/EasiRegistration for registering. ii. Proceed to complete registration using the DP ID, Client ID (BO ID), etc. iii. After successful registration, please follow the steps given in point no.A above to cast your vote. C. Alternatively, instructions for directly accessing the e-voting website of CDSL i. Visitwww.cdslindia.com ii. Provide Demat Account Number and PAN iii. System will authenticate user by sending OTP on registered mobile and email as recorded in the Demat Account. iv. After successful authentication, please enter the e-voting module of CDSL. Click on the e-voting link available against the name of the Company, viz.,‘Suzlon Energy Limited’ or select KFin. v. Members will be re-directed to the e-voting page of KFin to cast their vote without any further authentication. |
| Individual members login through their demat accounts / Website of Depository Participant(s) |
A. Instructions for login through Demat Account / website of Depository Participant i. Members can also login using the login credentials of their demat account through their DP registered with the Depositories for e-voting facility. ii. Once logged-in, members will be able to view e-voting option. iii. Upon clicking on e-voting option, members will be redirected to the NSDL / CDSL website after successful authentication, wherein they will be able to view the e-voting feature. iv. Click on options available against Suzlon Energy Limited or KFin. v. Members will be redirected to e-voting website of KFin for casting their vote during the remote e-voting period without any further authentication. |
| Important note: Members who are unable to retrieve User ID / Password are advised to use Forgot user ID and Forgot Password option available at respective websites. |
|
| Helpdesk for Individual members holding securities in demat mode for any technical issues related to login through NSDL / CDSL: | |
| Securities held with NSDL |
Please contact NSDL helpdesk by sending a request [email protected] or call at toll free no.:1800 1020 990and1800 22 44 30 |
| Securities held with CDSL |
Please contact CDSL helpdesk by sending a request at [email protected] or contact at022-23058738or 022-23058542-43 |
ii. Method of login / access to KFin e-voting system in case of all members holding shares in physical mode and non-individual members holding shares in demat mode
| Type of member | Login Method |
|---|---|
| Members whose email IDs are registered with the Company / Depository Participant(s) |
A. Instructions for Members whose email IDs are registered with the Company / Depository Participant(s) Members whose email IDs are registered with the Company / Depository Participant(s) will receive an email from KFin which will include details of E-voting Event Number (EVEN), USER ID and password. They will have to follow the following process: i) Launch internet browser by typing the URL: https://evoting.kfntech.com/ ii) Enter the login credentials (i.e. User ID and password). In case of physical folio, User ID will be EVEN (E-Voting Event Number) followed by folio number. In case of Demat account, User ID will be your DP ID and Client ID. However, if a member is registered with KFin for e-voting, they can use their existing User ID and password for casting the vote. iii) After entering these details appropriately, click on “LOGIN”. iv) Members will now reach password change Menu wherein they are required to mandatorily change the password. The new password shall comprise of minimum 8 characters with at least one upper case (A-Z), one lower case (a-z), one numeric value (0-9) and a special character (@,#,$, etc.,). The system will prompt the member to change their password and update their contact details viz. mobile number, email ID etc. |
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Type of member Login Method
on first login. Members may also enter a secret question and answer of their choice to retrieve their
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| Type of member | Login Method |
|---|---|
| on frst login. Members may also enter a secret question and answer of their choice to retrieve their | |
| password in case they forget it. It is strongly recommended that members do not share their password with any other person and that they take utmost care to keep their password confdential. v) Members would need to login again with the new credentials. vi) On successful login, the system will prompt the member to select the “EVEN”, viz., ‘Suzlon Energy Limited – Postal Ballot – FP’ and ‘Suzlon Energy Limited – Postal Ballot – PP’, and click on “Submit” depending upon whether a member is a shareholder of fully paid shares and / or partly paid shares, as the case may be. vii) On the voting page, enter the number of shares (which represents the number of votes) as on the Cut-of Date under “FOR/AGAINST” or alternatively, a member may partially enter any number in “FOR” and partially “AGAINST” but the total number in “FOR/AGAINST” taken together shall not exceed the total shareholding as mentioned herein above. A member may also choose the option ABSTAIN. If a member does not indicate either “FOR” or “AGAINST” it will be treated as “ABSTAIN” and the shares held will not be counted under either head. viii) Members holding multiple folios / demat accounts shall choose the voting process separately for each folio / demat account. ix) Voting has to be done for each item of the Postal Ballot Notice separately. In case members do not desire to cast their vote on any specifc item, it will be treated as abstained. x) Members may then cast their vote by selecting an appropriate option and click on “Submit”. xi) A confrmation box will be displayed. Click “OK” to confrm else “CANCEL” to modify. Once members have voted on the resolution(s), they will not be allowed to modify their vote. During the voting period, members can login any number of times till they have voted on the Resolution(s). xii) Corporate/ Institutional members (corporate / FIs / FIIs / trust / mutual funds / banks, etc.) are required to send scanned copy (pdf format) of the relevant board resolution to the Scrutinizer through e-mail to ram. [email protected] with a copy [email protected] fle scanned image / pdf fle of the board resolution should be in the naming format “Corporate Name”. |
|
| Members whose email IDs are not registered with the Company / Depository Participants(s) |
B. Instructions for Members whose email IDs are not registered with the Company / Depository Participant(s), and consequently the Postal Ballot Notice and e-voting instructions cannot be serviced i) Members, who have not registered their email address, thereby not being in receipt of the Postal Ballot Notice and e-voting instructions, may temporarily get their email address and mobile number submitted with KFin, by accessing the link: https://ris.kfntech.com/clientservices/mobilereg/mobileemailreg.aspx. ii) Members are requested to follow the process as guided to capture the email address and mobile number for receiving the soft copy of the Postal Ballot Notice and e-voting instructions along with the User ID and Password. In case of any queries, members may write [email protected]. iii) Alternatively, members may send an email request at the email [email protected] along with scanned copy of the request letter, duly signed, providing their email address, mobile number, self-attested PAN copy and Client Master copy in case of electronic folio and copy of share certifcate in case of physical folio for sending the Postal Ballot Notice and the e-voting instructions. iv) After receiving the e-voting instructions, please follow all the above steps to cast your vote by electronic means. |
| iii. Method for obtaining user id and password for members who have forgotten the User ID and password |
|
| Members who have forgotten the User ID and password |
Members who have forgotten the user id and password, may obtain / retrieve the same in the manner mentioned below: i) If the mobile number of the member is registered against Folio No. / DP ID Client ID, the member may send SMS: MYEPWDE-voting Event Number (EVEN) + Folio No. or DP ID Client ID to +91 9212993399 Example for NSDL: MYEPWD IN12345612345678 Example for CDSL: MYEPWD 1402345612345678 Example for Physical: MYEPWD XXXX1234567890 ii) If email ID of the member is registered against Folio No. / DP ID Client ID, then on the home page of https://evoting.kfntech.com,the member may click ‘Forgot password’ and enter Folio No. or DP ID Client ID and PAN to generate a password. iii) Members may send an email request to [email protected]. If the member is already registered with the KFin e-voting platform then such member can use his / her existing User ID and password for casting the vote through remote e-voting. iv) Members may call KFin toll free number 1-800-309-4001 for any clarifcations / assistance that may be required. |
In case of any queries, you may refer the Frequently Asked Questions (FAQs) for shareholders and e-voting User Manual for shareholders available at the download section of https://evoting.kfintech.com. In case of any queries / concern / grievances, you may contact Mr. Ganesh Chandra Patro, Asst. Vice President, KFin, Selenium, Tower B, Plot 31 & 32, Financial District, Nanakramguda, Serilingampally Mandal, Hyderabad-500032, India, at email: [email protected]; 1-800-309-4001 (toll free).
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Annexure I to the Postal Ballot Notice
EXPLANATORY STATEMENT
[Pursuant to Section 102 of the Companies Act, 2013]
Agenda Item No.1: To approve appointment of Mr. Pranav T.Tanti as Director of the Company
Mr. Pranav T.Tanti has been appointed as an Additional Director in the capacity of a Non-Executive Director of the Company with effect from 7[th] October 2022. In terms of the provisions of Section 161 of the Companies Act, 2013, he holds office up to the next Annual General Meeting (AGM) and as such the approval of the shareholders is required to be taken at the next AGM only to be held in the year 2023 in terms of the provisions of the Companies Act, 2013. However, in terms of Regulation 17(1C) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), a listed entity shall ensure that the approval of the shareholders for the appointment of a person on the Board of Directors is taken at the next general meeting or within a time period of three months from the date of appointment, whichever is earlier.
Since it would be necessary to obtain approval of the shareholders on or before 6[th] January 2023 in terms of the provisions of the Listing Regulations, it is proposed to obtain approval of the shareholders for his appointment by way of Postal Ballot. The Nomination and Remuneration Committee of the Board of Directors and the Board of Directors of the Company vide separate circular resolutions passed on 3[rd] December 2022 and 5[th] December 2022, respectively have recommended appointment of Mr. Pranav T. Tanti as the Director in the capacity of a Non-Executive Director of the Company.
The details of Mr. Pranav T.Tanti as required to be given in terms of Regulation 36 of the Listing Regulations are as under:
Brief Resume: Mr. Pranav T.Tanti holds an MBA degree from the University of Chicago, Booth School of Business and a dual honours degree in Business Administration & Finance from Keele University, UK. With nearly 20 years of experience in international business, Pranav also holds extensive expertise in the renewable energy industry. During his diverse global experience, Pranav has worked in some of the major business hubs in the world including India, China, US, and Hong Kong. Most recently, Pranav was the Chief Executive Officer of Skeiron Renewable Energy, a company which invested and managed a portfolio of wind turbine assets of nearly 400 MW. Pranav founded the said company and successfully spearheaded fund raising from two Hong Kong based private equity firms. At the peak of the market in 2018, Pranav successfully led the exit of the portfolio worth US $500 million. Pranav has also worked in the past at the Chicago and India offices for the Suzlon group, in various executive roles. He has also held positions at Merrill Lynch and CLSA in the investment banking and equity research divisions in Hong Kong and Beijing.
The details of Mr. Pranav T.Tanti are given below:
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S. N. Particulars Details of Director
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| S. N. | Particulars | Details of Director |
|---|---|---|
| 1. | Name of Director | Mr. Pranav T.Tanti (DIN: 02957770) |
| 2. | Age | 38 years |
| 3. | Qualifcations | MBA degree from the University of Chicago, Booth School of Business and a dual honours degree in Business Administration & Finance from Keele University, UK. |
| 4. | Experience | 20 years of experience in international business including renewable energy industry |
| 5. | Details of remuneration to be paid, if any | No remuneration is proposed to be paid except sitting fees for attending the meetings of the Board and / or committees, if any, within the limits prescribed by the Companies Act, 2013 |
| 6. | Date of frst appointment to the Board | 7thOctober 2022 |
| 7. | Shareholding in the Company | Nil |
| 8. | Relationship with other Directors / KMPs | Mr. Pranav Tanti is related to Mr. Vinod R.Tanti, the Chairman & Managing Director, and Mr. Girish R.Tanti, Executive Vice Chairman |
| 9. | No. of meetings attended during the year | Mr. Pranav T.Tanti has attended 1 (one) meeting held during the period from 7thOctober 2022 till the date of this Postal Ballot Notice |
| 10. | In case of Independent Directors, justifcation for choosing the appointee |
Not Applicable |
| 11. | Directorships, Memberships / Chairmanship of Committees |
|
| Name of domestic companies in which director | Name of committees in which member / chairman | |
| Suzlon Energy Limited | Nomination and Remuneration Committee, Member |
In light of above, you are requested to accord your approval to the Ordinary Resolution as set out at Agenda Item No.1 of the accompanying Postal Ballot Notice.
Except for Mr. Pranav T.Tanti, being the appointee, Mr. Vinod R.Tanti, the Chairman & Managing Director, and Mr. Girish R.Tanti, Executive Vice Chairman, being related to Mr. Pranav T.Tanti, none of the Directors and Key Managerial Personnel of the Company and their relatives has any concern or interest, financial or otherwise, in the proposed resolution.
Agenda Item No.2: To approve appointment of Mr. Vinod R.Tanti as the Managing Director of the Company
The shareholders at the Twenty Seventh Annual General Meeting of the Company held on 29[th] September 2022, had approved appointment of Mr. Vinod R.Tanti as a Wholetime Director & Chief Operating Officer of the Company w.e.f. 1[st] October 2022 for a further term of 3 (three) years, i.e. up to 30[th] September 2025.
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However due to untimely demise of Mr. Tulsi R.Tanti, the erstwhile Chairman & Managing Director of the Company, and in terms of recommendation of the Nomination and Remuneration Committee at its meeting held on 6[th] October 2022 and approval of the Board of Directors at its meeting held on 7[th] October 2022, Mr. Vinod R.Tanti was appointed as the Managing Director with effect from 7[th] October 2022 for a period of 3 (three) years, i.e. up to 6[th] October 2025 at the remuneration as provided in the resolution, which is at par with the remuneration of Late Mr. Tulsi R. Tanti, subject to the approval of the shareholders.
The said appointment is subject to the approval of the shareholders by way of a special resolution. Accordingly, it is now proposed to obtain approval of the shareholders by way of Postal Ballot for appointment of Mr. Vinod R.Tanti as the Managing Director of the Company with effect from 7[th] October 2022 for a term of 3 (three) years, i.e. up to 6[th] October 2025.
The following additional information as required under Part II Section II of Schedule V to the Companies Act, 2013 is being furnished hereunder:
1. General Information:
-
1.1 Nature of Industry - The Company is engaged in the business of design, development, manufacturing and supply of Wind Turbine Generators of various rated capacities and providing turnkey solution for setting-up of and operating and maintaining of windfarm projects.
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1.2 Date or expected date of commencement of commercial production - The Company was incorporated on 10[th] April 1995 and the certificate for commencement of business was issued on 25[th] April 1995. The Company has been operational since last twenty seven years.
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1.3 In case of new companies, expected date of commencement of activities as per project approved by financial institutions appearing in the prospectus - Not Applicable.
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1.4 Financial performance based on given indicators - The following are the results of the Company for the last three years, at glance:
( ` in Crores)
| Financial Parameters | Financial Period | Financial Period | Financial Period | Financial Period |
|---|---|---|---|---|
| 1st April 2022 to 30th September 2022 |
FY22 | FY21 | FY20 | |
| Turnover | 1642.07 | 3975.41 | 1,169.14 | 300.29 |
| Net Proft / (Loss) (as per Statement of P & L) | 2310.27 *See note 1 below |
(912.66) | (398.40) | (3,276.63) |
| Amount of Equity Dividend | Nil | Nil | Nil | Nil |
| Rate of Equity Dividend | N.A. | N.A. | N.A. | N.A. |
| *Note 1: Net proft includes exceptional gain of Rs.2524.76 Crores. Excluding exceptional items, there is a net loss of Rs.214.49 Crores during the period from 1stApril 2022 to 30thSeptember 2022. |
1.5 Foreign investments or collaborations, if any: As on 30[th] September 2022, the Company had nil investments (after providing for diminution in value of investment) in its direct overseas subsidiaries. The Company had no foreign collaborations as on 30[th] September 2022.
As on 31[st] October 2022, there were following types of foreign investors in the Company:
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Type of Foreign Investors Fully paid-up Partly paid-up % to paid-up
equity shares equity shares capital
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| Type of Foreign Investors | Fully paid-up equity shares |
Partly paid-up equity shares |
% to paid-up capital |
|---|---|---|---|
| Foreign Portfolio Investors Category I | 66,53,92,687 | 5,67,66,950 | 5.79 |
| Foreign Portfolio Investors Category II | 1,42,12,077 | 18,095 | 0.11 |
| Foreign Institutional Investor | 7,00,01,032 | 6,00,92,600 | 1.04 |
| Bank (Foreign) | 1,175 | 0 | 0.00 |
| Non-Resident Indians | 14,31,50,491 | 1,97,92,881 | 1.31 |
| Foreign Nationals | 84,000 | 0 | 0.00 |
| Foreign Companies / Foreign Corporate Bodies | 34,12,23,178 | 19,70,00,000 | 4.32 |
| Total | 123,40,64,640 | 33,36,70,526 | 12.57 |
2. Information about the appointee:
2.1 Background details, recognition / awards: Mr. Vinod R.Tanti has been associated with Suzlon right from its inception. He has handled diverse portfolios, largely on a Conceive - Design - Build - Operate and Transfer model. He contributes to the Company his experience of the entire wind value chain segments as well as process centricity and drive for innovation. His focus areas are creating alignment and deriving synergy within and between value chain components.
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2.2 Past remuneration: The details of remuneration paid to Mr. Vinod R.Tanti during the period from 1[st] April 2021 to 31[st] March 2022 and till 30[th] September 2022 are as under:
| Past remuneration:The details of remuneration paid to Mr. Vinod R.Tanti during the period from 1stApril 2021 to 31stMarch 2022 and till 30thSeptember 2022 are as under: |
Past remuneration:The details of remuneration paid to Mr. Vinod R.Tanti during the period from 1stApril 2021 to 31stMarch 2022 and till 30thSeptember 2022 are as under: |
Past remuneration:The details of remuneration paid to Mr. Vinod R.Tanti during the period from 1stApril 2021 to 31stMarch 2022 and till 30thSeptember 2022 are as under: |
Past remuneration:The details of remuneration paid to Mr. Vinod R.Tanti during the period from 1stApril 2021 to 31stMarch 2022 and till 30thSeptember 2022 are as under: |
Past remuneration:The details of remuneration paid to Mr. Vinod R.Tanti during the period from 1stApril 2021 to 31stMarch 2022 and till 30thSeptember 2022 are as under: |
Past remuneration:The details of remuneration paid to Mr. Vinod R.Tanti during the period from 1stApril 2021 to 31stMarch 2022 and till 30thSeptember 2022 are as under: |
|---|---|---|---|---|---|
| (`in Crores) | |||||
| Period | Salary | Retirement benefts |
Gratuity | Bonus / Commission / Stock option |
Total |
| 1stApril 2021 to 31stMarch 2022 | 2.22 | 0.13 | 0.05 | - | 2.40 |
| 1stApril 2022 to 30thSeptember 2022 | 2.46* | 0.09 | 0.03 | - | 2.58 |
| * includes variable pay of Rs. 0.98 Crore. |
2.3 Job profile and his suitability: Mr. Vinod R.Tanti renders strategic guidance in project planning and execution thereof. He has experience of over 34 years managing various key functions at Suzlon. With the educational and strong techo-commercial background, and rich experience held by Mr. Vinod R.Tanti, the Company has been benefited as also would continue to get the advantage of his knowledge and experience for the years to come.
2.4 Remuneration proposed: The details of remuneration proposed to be paid to Mr. Vinod R. Tanti have been provided in the resolution. The remuneration proposed is at par with the remuneration of Late Mr. Tulsi R. Tanti, the erstwhile Chairman & Managing Director of the Company, and as was approved by the shareholders of the Company.
2.5 Comparative remuneration profile with respect to industry, size of the Company, profile of the position and person: Taking into account the contribution being made by Mr. Vinod R. Tanti in the affairs of the Company, his academic background, rich experience, the increasing key role he is playing and considering efforts taken by him in improving the financial position of the Company, the proposed remuneration is reasonable and in lines with the remuneration levels in the industry across the Country.
2.6 Pecuniary relationship, directly or indirectly, with the Company, or relationship with the managerial personnel, if any: Mr. Vinod R.Tanti is a Promoter Director and holds 3,02,67,000 fully paid-up equity shares of the Company in his individual capacity as on the date of this Notice. He also holds equity shares in capacity as karta of HUFs and jointly with others. Mr. Vinod R. Tanti does not have any pecuniary relationship, directly or indirectly, with the Company. Mr. Vinod R. Tanti is the brother of Mr. Girish R. Tanti, the Executive Vice Chairman, and is related to Mr. Pranav T.Tanti, the Non-Executive Director of the Company, and except for that Mr. Vinod R.Tanti does not have any other relationship with any other Director / Key Managerial Personnel of the Company.
3. Other Information:
3.1
Reasons for loss / inadequate profits, if any: From financial year 2017-18, on account of transition of Indian wind industry from feed in tariff (FIT) regime to competitive bidding, there were lower volumes which impacted margins substantially. Further in the financial year 2018-19, the Company along with its certain identified subsidiaries made default in repayment of principal and interest payable to its lenders, which triggered cross default in a facility availed by one of the overseas subsidiary resulting into recognition of liability of ~ ` 3,937 Crore. This also resulted into stagnation in the operations due to shortage of working capital. Due to higher debt there was increase in finance cost which also led to losses in the Company. However, the operating and financial situation has started improving from the financial year 2020-21 onwards.
-
3.2 Steps taken / proposed to be taken for improvement: The Company has taken following operational steps during the last 2 (two) years in order to combat the economic and policy challenges:
-
a) Building up of quality order book;
-
b) consistent and continuous focus on technological improvements for new product development and increasing the efficiency and PLF of the products;
-
c) COGS reduction through value engineering;
-
d) concerted efforts on optimising and reduction in fixed costs and optimisation of net working capital;
-
e) reduction in debt and finance cost;
-
f) successful restructuring / refinancing of debt allowing adequate flexibility for efficient running of the Business;
-
g) successful completion of rights issue which was oversubscribed by 1.8 times.
3.3 Expected increase in productivity and profits in measurable terms:
The Indian wind energy industry is at an inflexion point having gone through an elongated transition phase post the shift to the bidding regime. The tariffs have started firming up since past couple of auctions and SECI has also removed the tariff caps in the bids. On the other hand, the Government focus on “Atmanirbhar Bharat” and ambitious Renewable Energy targets are providing much needed impetus to the Indian OEMs. At an industry level there have been several positive developments with a slew of policy announcements. Power ministry announced the extension of waiver of Inter-State Transmission System (ISTS) charges and losses on supply of power generated from wind and solar sources until 30[th] June 2023. No ISTS charges would be levied for 25 years and the same is also applicable to Captive power projects, which will open up a new demand segment. The recent development where Group of Ministers (GoM) approved the new Tariff policy is also a welcome move and will provide a boost to the sector. With more than 20 years track record in seamless end-to-end project execution, superior products suited to Indian wind regime and best in class service capabilities, Suzlon is best suited to capitalise on the available opportunities. With completion of the Debt Restructuring with the lender consortium, now the Company has enough headroom for single point focus on ramping up the operations, execution of order book and achieving the business targets.
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A copy of the agreement entered into between the Company and Mr. Vinod R.Tanti, the Chairman & Managing Director, is available for inspection at the Registered Office and Corporate Office of the Company between 2.00 p.m. and 5.00 p.m. on all working days (except Saturdays, Sundays and Public Holidays) up to the date of announcement of the results of this Postal Ballot. The same is also available on the Company’s website (www.suzlon.com), to facilitate online inspection till the date of announcement of the results of this Postal Ballot.
The details of Mr. Vinod R.Tanti as required to be given in terms of Regulation 36 of the Listing Regulations are as under:
Brief Resume: Mr. Vinod R.Tanti is a founding member of Suzlon Energy Limited. He has a Bachelors’ degree in Civil Engineering. He has extensive experience of over 34 years managing various key functions at Suzlon. He was also the Chief Operating Officer of Senvion, Germany, for the period from 1[st] June 2012 till 15[th] June 2013, at a time when Senvion was a global leader in wind turbine technology. With a strong techno-commercial background, he has handled diverse portfolios, like wind resource assessment, acquisition, product design, prototyping, comprehensive supply management, project execution and lifecycle management through operations and maintenance services. Vinod R. Tanti brings to Suzlon, his vast experience of the complete wind energy value chain as well as his process centricity and drive for innovation. Suzlon established and continues to maintain its technology and service leadership in India under his supervision.
The details of Mr. Vinod R.Tanti are given below:
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S. N. Particulars Details of Director
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| S. N. | Particulars | Details of Director |
|---|---|---|
| 1. | Name of Director | Mr. Vinod R.Tanti (DIN: 00002266) |
| 2. | Age | 60 years |
| 3. | Qualifcations | Degree in Civil Engineering |
| 4. | Experience | Over 34 years’ experience in various felds including manufacturing and supply chain |
| 5. | Details of remuneration to be paid, if any |
The details have been provided in the Resolution forming part of this Postal Ballot Notice |
| 6. | Date of frst appointment to the Board |
• First Director since incorporation, i.e. 10/04/1995 till 01/07/2005 • Appointed as an Additional Director and also as Executive Director w.e.f. 01/11/2010 for a period of 3 years • Regularised at the Sixteenth AGM dated 27/09/2011 • Resigned as Wholetime Director (Executive Director) w.e.f. 01/06/2012; however continued as Non-Executive Director • Appointed as Wholetime Director & Chief Operating Ofcer w.e.f. 01/10/2016 for a period of 3 years • Re-appointed as Wholetime Director & Chief Operating Ofcer at Twenty Fourth AGM w.e.f. 01/10/2019 for a period of 3 years • Re-appointed as Wholetime Director & Chief Operating Ofcer at Twenty Seventh AGM w.e.f. 01/10/2022 for a period of 3 years • Ceased as Wholetime Director & Chief Operating Ofcer w.e.f. 06/10/2022 • Appointed as Chairman & Managing Director w.e.f. 07/10/2022 for a period of 3 years |
| 7. | Shareholding in the Company | 3,02,67,000 fully paid-up equity shares aggregating to 0.24% of the paid-up capital of the Company as on date of this Postal Ballot Notice. Also holds shares in the capacity as karta of HUFs and jointly with others |
| 8. | Relationship with other Directors / KMPs |
Mr. Vinod R.Tanti is brother of Mr. Girish R.Tanti, the Executive Vice Chairman, and is related to Mr. Pranav T.Tanti, the Non-Executive Director |
| 9. | No. of meetings attended during the year |
Mr. Vinod R. Tanti has attended all 4 (four) meetings held during the period from 1stApril 2022 till the date of this Postal Ballot Notice |
| 10. | In case of Independent Directors, justifcation for choosing the appointee |
Not Applicable |
| 11. | Directorships, Memberships / Chairmanship of Committees | |
| Name of domestic companies in which director |
Name of committees in which member / chairman | |
| Suzlon Energy Limited | Stakeholders Relationship Committee, Member Securities Issue Committee, Chairman Risk Management Committee, Chairman Audit Committee, Member CSR Committee, Chairman |
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S. N. Particulars Details of Director
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| S. N. | Particulars | Details of Director |
|---|---|---|
| Suzlon Global Services Limited | Audit Committee, Member Nomination & Remuneration Committee, Member CSR Committee, Chairman |
|
| SE Forge Limited | Audit Committee, Member Nomination & Remuneration Committee, Member CSR Committee, Chairman |
|
| Suzlon Gujarat Wind Park Limited |
Nomination & Remuneration Committee, Member CSR Committee, Chairman |
|
| Tanti Holdings Private Limited | CSR Committee, Chairman | |
| Samanvaya Holdings Private Limited |
None | |
| Silectro Enterprise Private Limited |
None | |
| Skeiron Green Energy Private Limited |
None | |
| Skeiron Equipment Private Limited |
None. |
The Board of Directors recommend appointment of Mr. Vinod R.Tanti as the Managing Director of the Company. In light of above, you are requested to accord your approval to the Special Resolution as set out at Agenda Item No. 2 of the accompanying Postal Ballot Notice.
Mr. Vinod R. Tanti himself, Mr. Girish R. Tanti, the Executive Vice Chairman, and Mr. Pranav T.Tanti, the Non-Executive Director and their relatives may be deemed to be concerned or interested in the said resolution. Except the above, none of the Directors or Key Managerial Personnel of the Company or their relatives has any concern or interest, financial or otherwise, in the proposed resolution.
Agenda Item No.3: To approve appointment of Mr. Girish R.Tanti as the Executive Director of the Company without remuneration
In terms of recommendation of the Nomination and Remuneration Committee on 6[th] October 2022 and 3[rd] December 2022 respectively, and approval of the Board of Directors on 7[th] October 2022 and 5[th] December 2022 respectively, Mr. Girish R. Tanti has been appointed as Executive Director of the Company designated as ‘Executive Vice Chairman’ with effect from 7[th] October 2022 for a period of 3 (three) years, i.e. up to 6[th] October 2025.
The said appointment is subject to the approval of the shareholders by way of an ordinary resolution. Accordingly, it is now proposed to obtain approval of the shareholders by way of Postal Ballot for appointment of Mr. Girish R. Tanti as the Executive Director of the Company with effect from 7[th] October 2022 for a term of 3 (three) years, i.e. up to 6[th] October 2025, without remuneration.
A copy of draft agreement entered into between the Company and Mr. Girish R. Tanti, the Executive Director, is available for inspection at the Registered Office and Corporate Office of the Company between 2.00 p.m. and 5.00 p.m. on all working days (except Saturdays, Sundays and Public Holidays) up to the date of announcement of the results of this Postal Ballot. The same is also available on the Company’s website (www. suzlon.com), to facilitate online inspection till the date of announcement of the results of this Postal Ballot.
The details of Mr. Girish R.Tanti as required to be given in terms of Regulation 36 of the Listing Regulations are as under:
Brief Resume: Mr. Girish R.Tanti is also a founding member of Suzlon Energy Limited. He has a bachelor’s degree in Electronics & Communication Engineering and holds a master’s degree in Business Administration from UK. He brings to Suzlon an extensive experience of over 27 years in renewables and international business. Mr. Girish R. Tanti holds a unique blend of understanding the dynamics of technology and strong business acumen. Over the past years, he has played many roles including incubating the renewable energy business in 1995, established technology development centres in Europe and India, setting up the global supply chain, developing wind markets across India, establishing global business operations and corporate development activities. He also led various service functions, such as human resources, information technology, communications and CSR. He has been instrumental in Suzlon’s rise to become the only wind energy player from a developing nation to rank among the top five worldwide. Through the years, Mr. Girish R. Tanti has not only believed in, but completely devoted himself to champion the vision of harnessing renewable energy to power a greener, more sustainable tomorrow for generations to come.
The details of Mr. Girish R.Tanti are given below:
| S. N. | Particulars | Details of Director |
|---|---|---|
| 1. | Name of Director | Mr. Girish R.Tanti (DIN: 00002603) |
| 2. | Age | 52 years |
| 3. | Qualifcations | Bachelor’s degree in Electronics & Communication Engineering and holds a master’s degree in Business Administration from UK |
| 4. | Experience | Over 27 years’ experience in Renewables, International Business Development, Human Resources, Information Technology, Corporate Communications and CSR |
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| S. N. | Particulars | Details of Director |
|---|---|---|
| 5. | Details of remuneration to be paid, if any | The details have been provided in the Resolution forming part of this Postal Ballot Notice |
| 6. | Date of frst appointment to the Board | • Appointed as an Additional Director / Executive Director – Administration w.e.f. 04/12/1995 • Regularised at 1stAGM dated 10/10/1996 • Re-appointed as Director (International Operations) w.e.f. 01/12/2000 and as ratifed at EGM dated 01/01/2001 • Re-appointed as Director (International Business Development & HR) w.e.f. 01/04/2005 and as ratifed at EGM dated 16/06/2005 • Re-appointed as Wholetime Director (Executive Director) w.e.f. 01/04/2008 and as ratifed at EGM dated 22/05/2008 • Re-appointed as Wholetime Director (Executive Director) w.e.f. 01/04/2011 • Resigned as Wholetime Director (Executive Director) w.e.f. 30/07/2011; however continues as a Non-Executive Director • Appointed as Executive Director designated as ‘Executive Vice Chairman’ w.e.f. 07/10/2022 for a period of 3 years |
| 7. | Shareholding in the Company | 10,00,19,000 fully paid equity shares aggregating to 0.80% of the paid-up capital of the Company as on date of this Postal Ballot Notice |
| 8. | Relationship with other Directors / KMPs | Mr. Girish R.Tanti is brother of Mr. Vinod R.Tanti, the Chairman and Managing Director, and is related to Mr. Pranav T.Tanti, the Non-Executive Director |
| 9. | No. of meetings attended during the year | Mr. Girish R.Tanti has attended all 4 (four) meetings held during the period from 1stApril 2022 till the date of this Postal Ballot Notice |
| 10. | In case of Independent Directors, justifcation for choosing the appointee |
Not Applicable |
| 11. | Directorships, Memberships / Chairmanship of Committees | |
| Name of domestic companies in which director | Name of committees in which member / chairman | |
| Suzlon Energy Limited | Stakeholder Relationship Committee, Member CSR Committee, Member Securities Issue Committee, Member Risk Management Committee, Member |
|
| Tanti Holdings Private Limited | CSR Committee, Member | |
| Samanvaya Holdings Private Limited | None. |
The Board of Directors recommend appointment of Mr. Girish R.Tanti as the Executive Director designated as ‘Executive Vice Chairman’ of the Company. In light of above, you are requested to accord your approval to the Ordinary Resolution as set out at Agenda Item No.3 of the accompanying Postal Ballot Notice.
Mr. Girish R.Tanti himself, Mr. Vinod R.Tanti, the Chairman & Managing Director, and Mr. Pranav T.Tanti, the Non-Executive Director of the Company and their relatives may be deemed to be concerned or interested in the said resolution. Except the above, none of the Directors or Key Managerial Personnel of the Company or their relatives has any concern or interest, financial or otherwise, in the proposed resolution.
By order of the Board of Directors of Suzlon Energy Limited
Geetanjali S.Vaidya, Company Secretary. M. No. A18026.
Place : Pune Date : 5[th] December 2022
Regd. Office: “Suzlon”, 5, Shrimali Society, Near Shri Krishna Complex, Navrangpura, Ahmedabad-380009.
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