L
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 20-F
(Mark One)
☐
Registration statement pursuant to section 12(b) or 12(g) of the Securities Exchange Act of 1934
Transition report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934
or
Annual report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934
For the fiscal year ended March 31, 2019
or
Shell company report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934
For the transition period from to
or
☐
☒
☐
Date of event requiring this shell company report
Commission file number 001-37909
Azure Power Global Limited
(Exact name of Registrant as specified in its charter)
Mauritius
(Jurisdiction of Incorporation or Organization)
3rd Floor, Asset 301-304 and 307, Worldmark 3,
Aerocity, New Delhi – 110037, India
Telephone: (91-11) 49409800
(Address and Telephone Number of Principal Executive Offices)
Inderpreet Singh Wadhwa
Chief Executive Officer
3rd Floor, Asset 301-304 and 307, World Mark 3,
Aerocity, New Delhi – 110037, India
Telephone: (91-11) 49409800
(Name, Telephone, E-mail and/or Facsimile Number and Address of Company Contact Person)
Securities registered or to be registered pursuant to Section 12(b) of the Act:
Title of class
Equity Shares, par value US$0.000625 per share
Trading symbol(s)
AZRE
Name of exchange on which registered
New York Stock Exchange
Securities registered or to be registered pursuant to Section 12(g) of the Act.
None
(Title of Class)
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act.
None
(Title of Class)
Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report.
As of March 31, 2019, 41,040,028 equity shares, par value US$0.000625 per share, were issued and outstanding.
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐
No ☒
If this annual report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Yes ☐
No ☒
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒
No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months
(or for such shorter period that the registrant was required to submit such files). Yes ☒
No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer” and “emerging growth company”
in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer ☐
Accelerated filer ☒
Non-accelerated filer ☐
Emerging Growth Company ☒
If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or
revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:
U.S. GAAP ☒
International Financial Reporting Standards as issued by the International Accounting Standards Board ☐
Other ☐
If “Other” has been checked in the previous question, indicate by check mark which financial statement item the registrant has elected to follow. Item 17 ☐
Item 18 ☐
If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Securities Exchange Act of 1934). Yes ☐
No ☒
(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)
Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court: Yes ☐
No ☐
TABLE OF CONTENTS
Contents
ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS
ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE
ITEM 3. KEY INFORMATION
ITEM 4. INFORMATION ON THE COMPANY
ITEM 4A. UNRESOLVED STAFF COMMENTS
ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS
ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES
ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS
ITEM 8. FINANCIAL INFORMATION
ITEM 9. THE OFFER AND LISTING
ITEM 10. ADDITIONAL INFORMATION
ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES
ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES
ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS
ITEM 15. CONTROLS AND PROCEDURES
ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT
ITEM 16B. CODE OF ETHICS
ITEM 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES
ITEM 16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES
ITEM 16E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS
ITEM 16F. CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT
ITEM 16G. CORPORATE GOVERNANCE
ITEM 16H. MINE SAFETY DISCLOSURE
ITEM 17. FINANCIAL STATEMENTS
ITEM 18. FINANCIAL STATEMENTS
ITEM 19. EXHIBITS
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Except where the context requires otherwise and for purposes of this annual report only:
CONVENTIONS USED IN THIS ANNUAL REPORT
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“We,” “us,” the “Company,” the “group,” “Azure” or “our” refers to Azure Power Global Limited, together with its subsidiaries (including Azure
Power India Private Limited, or AZI, its predecessor and current subsidiary).
“CERC” refers to the Central Electricity Regulatory Commission of India, the state level counterparts of which are referred to as “State Electricity
Regulatory Commission,” or “SERC ” .
“INR,” “rupees,” or “Indian rupees” refers to the legal currency of India.
“MNRE” refers to Indian Ministry of New and Renewable Energy.
“NSM” refers to the Jawaharlal Nehru National Solar Mission.
“Our holding company” refers to Azure Power Global Limited on a standalone basis.
“U.S. GAAP” refers to the Generally Accepted Accounting Principles in the United States.
“US$” or “U.S. dollars” refers to the legal currency of the United States.
In this annual report, references to “U.S.” or the “United States” are to the United States of America, its territories and its possessions. References to
“India” are to the Republic of India, its territories and its possessions. References to “Mauritius” are to the Republic of Mauritius.
Unless otherwise indicated, the consolidated financial statements and related notes included in this annual report have been presented in Indian rupees and
prepared in accordance with U.S. GAAP. References to a particular “fiscal” year are to our fiscal year ended March 31 of that year, which is typical in our industry
and in the jurisdictions in which we operate.
This annual report contains translations of certain Indian rupee amounts into U.S. dollars at specified rates solely for the convenience of the reader. Unless
otherwise stated, the translation of Indian rupees into U.S. dollars has been made at INR 69.16 to US$1.00, which is the noon buying rate in New York City for
cable transfer in non-U.S. currencies as certified for customs purposes by the Federal Reserve Bank of New York on March 29, 2019. We make no representation
that the Indian rupee or U.S. dollar amounts referred to in this annual report could have been converted into U.S. dollars or Indian rupees, as the case may be, at any
particular rate or at all.
As used in this annual report, all references to watts (e.g., megawatts, gigawatts, kilowatt hour, terawatt hour, MW, GW, kWh, etc.) refer to measurements
of power generated.
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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This annual report contains forward looking statements about our current expectations and views of future events. All statements, other than statements of
historical facts, contained in this annual report, including statements about our strategy, future operations, future financial position, future revenues, projected costs,
prospects, plans and future megawatt goals of management, are forward looking statements. These statements relate to events that involve known and unknown
risks, uncertainties and other factors, including those listed under “Item 3. Key Information — D. Risk Factors,” which may cause our actual results, performance
or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward looking statements. In some
cases, these forward looking statements can be identified by words or phrases such as “may,” “will,” “expect,” “anticipate,” “aim,” “estimate,” “intend,” “plan,”
“believe,” “potential,” “continue,” “is/are likely to” or other similar expressions.
These forward looking statements are subject to risks, uncertainties and assumptions, some of which are beyond our control. In addition, these forward
looking statements reflect our current views about future events and are not a guarantee of future performance. Actual outcomes may differ materially from the
information contained in the forward looking statements because of a number of factors, including, without limitation, the risk factors set forth in “Item 3. Key
Information — D. Risk Factors” and the following:
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the pace of government sponsored auctions;
changes in auction rules;
the Indian government’s willingness to enforce Renewable Purchase Obligations, or RPOs;
permitting, development and construction of our project pipeline according to schedule;
solar radiation in the regions in which we operate;
developments in, or changes to, laws, regulations, governmental policies, incentives and taxation affecting our operations;
adverse changes or developments in the industry in which we operate;
our ability to maintain and enhance our market position;
our ability to successfully implement any of our business strategies, including acquiring other companies;
our ability to enter into power purchasing agreements, or PPAs, on acceptable terms, the occurrence of any event that may expose us to certain risks
under our PPAs and the willingness and ability of counterparties to our PPAs to fulfill their obligations;
our ability to borrow additional funds and access capital markets, as well as our substantial indebtedness and the possibility that we may incur
additional indebtedness going forward;
our ability to establish and operate new solar projects;
our ability to compete against traditional and renewable energy companies;
the loss of one or more members of our senior management or key employees;
political and economic conditions in India;
• material changes in the costs of solar panels and other equipment required for our operations;
•
•
fluctuations in inflation, interest rates and exchange rates;
other risks and uncertainties, including those listed under the caption “Item 3. Key Information — D. Risk Factors.”
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The forward looking statements made in this annual report relate only to events or information as of the date on which the statements are made in this
annual report. Except as required by law, we undertake no obligation to update or revise publicly any forward looking statements, whether as a result of new
information, future events or otherwise, after the date on which the statements are made or to reflect the occurrence of unanticipated events. You should read this
annual report and the documents that we reference in this annual report and have filed as exhibits with the SEC, of which this annual report is a part, completely
and with the understanding that our actual future results or performance may be materially different from what we expect.
This annual report also contains statistical data and estimates, including those relating to the solar industry and our competition from market research,
analyst reports and other publicly available sources. These publications include forward looking statements being made by the authors of such reports. These
forward looking statements are subject to a number of risks, uncertainties and assumptions. Actual results could differ materially and adversely from those
anticipated or implied in the forward looking statements.
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PART I
ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS
Not applicable
ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE
Not applicable
ITEM 3. KEY INFORMATION
A. Selected Financial Data
The following selected consolidated statement of operations data for the fiscal years ended March 31, 2017, 2018 and 2019 and the selected consolidated
balance sheet data as of March 31, 2018 and 2019, have been derived from our audited consolidated financial statements included elsewhere in this annual report.
The selected consolidated statement of operations data for the fiscal years ended March 31, 2016 and selected consolidated balance sheet data as of March 31, 2016
and 2017 have been derived from our audited consolidated financial statements not included in this annual report. Our consolidated financial statements are
prepared and presented in accordance with U.S. GAAP. Our historical results do not necessarily indicate our results expected for any future period.
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The following information should be read in conjunction with, and is qualified in its entirety by reference to, “Item 5. Operating and Financial Review and
Prospects” and the audited consolidated financial statements and the notes thereto included elsewhere in this annual report.
Consolidated Statement of Operations data:
Operating revenues:
Sale of power
Operating costs and expenses:
Cost of operations (exclusive of depreciation and
amortization shown separately below)
General and administrative
Depreciation and amortization
Total operating costs and expenses:
Operating income
Other expense, net:
Interest expense, net
Loss (gain) on foreign currency exchange, net
Total other expenses, net
Profit / (loss) before income tax
Income tax expense
Net profit / (loss)
Less: Net (loss) / profit attributable to
non-controlling interest
Net profit / (loss) attributable to APGL
Accretion to Mezzanine CCPS
Accretion to redeemable non-controlling interest
Net profit / (loss) attributable to APGL equity
shareholders
Net profit / (loss) per share attributable to APGL
equity stockholders
Basic#
Diluted#
Shares used in computing basic and diluted
per share amounts:
Weighted average shares used in basic
Weighted average shares used in diluted
2016(1)
(INR)
Fiscal Year Ended March 31,
2018
(INR)
2019
(INR)
2017
(INR)
2019 (2)
(US$)
(In thousands)
2,626,148
4,182,985
7,700,600
9,926,209
143,525
190,648
672,841
687,781
1,551,270
1,074,878
375,787
797,161
1,046,565
2,219,513
1,963,472
691,947
1,187,379
1,882,451
3,761,777
3,938,823
2,058,836
343,137
2,401,973
(1,327,095)
(327,745)
(1,654,840)
2,371,836
(109,128)
2,262,708
(299,236)
(892,333)
(1,191,569)
5,168,218
45,716
5,213,934
(1,275,111)
252,882
(1,022,229)
868,963
1,313,765
2,137,133
4,319,861
5,606,348
4,873,042
442,001
5,315,043
291,305
(152,812)
138,493
(4,651)
(1,650,189)
(1,347,923)
(29,825)
(18,924)
(1,172,645)
(235,853)
(44,073)
(201,547)
(820,682)
—
(6,397)
60,094
78,399
—
—
12,565
18,996
30,901
62,462
81,063
70,460
6,391
76,851
4,212
(2,210)
2,002
869
1,133
—
—
(3,027,937)
(1,452,571)
(827,079)
78,399
1,133
(1,722.30)
(1,722.30)
(111.39)
(111.39)
(31.84)
(31.84)
2.37
2.31
1,758,080
1,758,080
13,040,618
13,040,618
25,974,111
25,974,111
33,063,832
33,968,127
0.03
0.03
—
—
#
The Company attributed profits amounting to INR 109,070 (US$ 1,577), for the year ended March 31, 2019, towards a non-controlling interest which was
acquired during the year. Earnings per share for the year ended March 31, 2019, excluding the non-controlling interest is INR 5.67 (US$ 0.08).
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The following table sets forth a summary of our consolidated statement of financial position as of March 31, 2016, 2017, 2018 and 2019:
Balance Sheet data:
Cash, cash equivalents, and current investments
available for sale
Property, plant and equipment, net
Total assets
Compulsorily convertible debentures and Series
E & Series G compulsorily convertible preferred
shares (3)
Project level and other debt (4)
Mezzanine CCPS shares (5)
Total APGL shareholders’ (deficit)/equity
Total shareholders’ (deficit)/equity and
liabilities
2016 (1)
(INR)
2017
(INR)
As of March 31,
2018
(INR)
2019
(INR)
2019 (2)
(US$)
(in thousands)
3,090,386
24,381,429
30,890,840
8,757,467
40,942,608
57,493,965
10,544,989
9,730,099
56,580,700
83,444,529
73,984,120 108,863,760
152,472
1,206,543
1,574,084
3,600,700
20,487,951
9,733,272
(7,437,447)
—
35,157,808
—
13,222,130
—
53,943,823
—
12,117,537
—
71,772,241
—
25,129,739
—
1,037,771
—
363,357
30,890,840
57,493,965
73,984,120 108,863,760
1,574,084
Notes:
(1)
(2)
(3)
(4)
Includes consolidated financial data of AZI prior to July 2015, since, the Company was incorporated in 2015, and AZI is considered as the predecessor of the
Company.
Translation of balances in the consolidated balance sheets and the consolidated statements of operations, comprehensive loss, shareholders’ (deficit)/equity
and cash flows from INR into US$, as of and for the fiscal year ended March 31, 2019 are solely for the convenience of the readers and were calculated at the
rate of US$1.00 = INR 69.16, the noon buying rate in New York City for cable transfers in non U.S. currencies, as certified for customs purposes by the
Federal Reserve Bank of New York on March 29, 2019. No representation is made that the INR amounts could have been, or could be, converted, realized or
settled into US$ at that rate on March 31, 2019, or at any other rate.
The Series E and Series G compulsorily convertible preferred shares were classified as a current liability in the consolidated balance sheet and were
converted into equity shares pursuant to our IPO in October 2016.
This balance represents the short term and long-term portion of project level secured term loans and other secured bank loans. It is net of ancillary cost of
borrowing of INR 850,715 (US$ 12,298) as on March 31, 2019 and INR 827,539 as on March 31, 2018.
(5) Compulsorily Convertible Preferred Shares (“CCPS”) include the Mezzanine CCPS and are classified as temporary equity in the consolidated balance sheet.
Mezzanine CCPS were converted into equity shares pursuant to our IPO in October 2016.
Note: There may be differences due to rounding
B. Capitalization and Indebtedness
Not applicable
C. Reasons for the Offer and Use of Proceeds
Not applicable
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D. Risk Factors
If any of the following risks actually occur, our business, financial condition, results of operations and cash flows could be materially and adversely
affected. In that event, the trading price of our equity shares could decline, and you may lose part or all of your investment. This annual report also contains
forward-looking information that involves risks and uncertainties. Our actual results could differ materially from those anticipated in these forward-looking
statements as a result of many factors, including the risks described below and elsewhere in this annual report.
Risks Related to Us and Our Industry
Our long term growth depends in part on the Indian government’s ability to meet its announced targeted solar capacity.
The Indian government has increased its 2022 target for solar capacity from 20 GW to 100 GW, under the NSM. However, actual capacity additions
historically were lower than the Indian government’s announced targeted capacity additions. For example, actual capacity additions represented only 47% of the
targeted solar capacity additions of 16.6 GW in the twelfth five-year plan by the Indian government (the “Twelfth Five-Year Plan”). This shortfall in actual
capacity additions was due to issues in timely commissioning of conventional power plants, which included delays in land acquisition, obtaining regulatory permits
and difficulties in securing reliable and cost-efficient fuel supplies. Under the prior Five Year Plans before the eleventh Five-Year Plan, solar capacity targets were
not included. As such, there is a short track record of meeting solar capacity targets. India has since departed from the Five Year Plans with the establishment of the
National Institution for Transforming India in January 2015. As per the three year action agenda for the period 2017 to 2020, a target of 100 GW of renewable
energy has been set at March 31, 2020 with the objective of achieving 175 GW renewable energy capacity by 2022. However, recently several state and central
auctions have been cancelled, such as the 1,200 MW auction cancelled in the state of Gujarat and a 3,000 MW manufacturing linked auction was cancelled by Solar
Energy Corporation of India (“SECI”). Any failure to meet the Indian government’s targeted solar capacity may result in a slowdown in our growth opportunities
and adversely affect our ability to achieve our long term business objectives, targets and goals.
The reduction, modification or elimination of central and state government incentives may reduce the economic benefits of our existing solar projects and our
opportunities to develop or acquire suitable new solar projects.
The development and profitability of renewable energy projects in the locations in which we operate are dependent on policy and regulatory frameworks
that support such developments. Further, India’s Income Tax Act, 1961 as amended, provides for certain tax benefits, including 100% tax deductions of the profits
derived from generation of power for any 10 consecutive years, out of the first 15 years, beginning from the year in which project is completed. However, the
exemption was only available to the projects completed on or before March 31, 2017. In addition, certain state policies also provide economic incentives like single
window clearance system and setting up of solar parks.
The availability and size of such incentives depend, to a large extent, on political and policy developments relating to environmental concerns in India and
are typically available only for a specified time. Generally, the amount of government incentives for solar projects has been decreasing as the cost of producing
energy has approached grid parity. Changes in central and state policies could lead to a significant reduction in or a discontinuation of the support for renewable
energies. Reductions in economic incentives that apply to future solar projects could diminish the availability of our opportunities to continue to develop or acquire
suitable newly developed solar projects. Such reductions may also apply retroactively to existing solar projects, which could significantly reduce the economic
benefits we receive from our existing solar projects. Moreover, some of the solar program incentives expire or decline over time, are limited in total funding,
require renewal from regulatory authorities or require us to meet certain investment or performance criteria. In addition, although various SERCs have specified
RPOs for their distribution companies, the implementation of RPO schemes has not been uniform across Indian states. Although states are beginning to enforce
RPOs under the guidance from the Indian government, RPOs have historically been breached without consequences.
Additionally, we may not continue to qualify for such incentives. We may choose to implement other solar power projects, such as rooftop projects, that
are outside the scope of such incentives.
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Further, increased emphasis on reducing greenhouse gas emissions and the possibility of trading carbon dioxide emission quotas has led to extra duties
being levied on sources of energy, primarily fossil fuels, which cause carbon dioxide pollution. The imposition of these duties has indirectly supported the
expansion of power generated from renewable energy and, in turn, solar projects in general. If such direct and indirect government support for renewable energy
were terminated or reduced, it would make producing electricity from solar projects less competitive and reduce demand for new solar projects.
A significant reduction in the scope or discontinuation of government incentive programs in our markets could have a material adverse effect on our
business, financial condition, results of operations, cash flows and prospects.
Our operations are subject to extensive governmental, health, safety and environmental regulations, which require us to obtain and comply with the terms of
various approvals, licenses and permits. Any failure to obtain, renew or comply with the terms of such approvals, licenses and permits in a timely manner or at
all may have a material adverse effect on our results of operations, cash flows and financial condition.
The power generation business in India is subject to a broad range of environmental, health, safety and other laws and regulations. These laws and
regulations require us to obtain and maintain a number of approvals, licenses, registrations and permits for developing and operating power projects. Additionally,
we may need to apply for more approvals in the future, including renewal of approvals that may expire from time to time. For example, we require various
approvals during construction of our solar projects and prior to the commissioning certificate is issued, including capacity allocation and capacity transfer
approvals, approvals from the local pollution control boards, evacuation and grid connectivity approvals and approval from the chief electrical inspector for
installation and energization of electrical installations at the solar project sites. In addition, we are required to comply with state-specific requirements. Certain
approvals may not be obtained in a timely manner. Certain approvals may also be granted on a provisional basis or for a limited duration and require renewal. If the
conditions specified therein are not satisfied at a later date, we may not be able to evacuate power from these projects.
In addition, we could be affected by the adoption or implementation of new safety, health and environmental laws and regulations, new interpretations of
existing laws, increased governmental enforcement of environmental laws or other similar developments in the future. For instance, we currently fall under an
exemption granted to solar photovoltaic projects that exempts us from complying with the Environment Impact Assessment Notification, 2006, issued under the
Environment (Protection) Act, 1986. While we are required to obtain consents and operate in certain Indian states under the Water (Prevention and Control of
Pollution) Act, 1974, Air (Prevention and Control of Pollution) Act, 1981 and the Hazardous Waste (Management, Handling and Transboundary Movement) Rules,
2008, certain state policies in relation to solar projects exempt us from obtaining such consents or have reduced or simplified procedural requirements for obtaining
such consents. However, there can be no assurance that we will not be subject to any such consent requirements in the future, and that we will be able to obtain and
maintain such consents or clearances in a timely manner, or at all, or that we will not become subject to any regulatory action on account of not having obtained or
renewed such clearances in any past periods. Furthermore, our government approvals and licenses are subject to numerous conditions, some of which are onerous
and require us to make substantial expenditure. We may incur substantial costs, including clean up or remediation costs, fines and civil or criminal sanctions, and
third-party property damage or personal injury claims, as a result of any violations of or liabilities under environmental or health and safety laws or noncompliance
with permits and approvals, which, as a result, may have an adverse effect on our business and financial condition.
We cannot assure you that we will be able to apply for or renew any approvals, licenses, registrations or permits in a timely manner, or at all, and that the
relevant authorities will issue any of such approvals, licenses, registrations or permits in the time frames anticipated by us. Further, we cannot assure you that the
approvals, licenses, registrations and permits issued to us would not be subject to suspension or revocation for non-compliance or alleged non-compliance with any
terms or conditions thereof, or pursuant to any regulatory action. Any failure to apply for, renew and obtain the required approvals, licenses, registrations or
permits, or any suspension or revocation of any of the approvals, licenses, registrations and permits that have been or may be issued to us, or any onerous
conditions made applicable to us in terms of such approvals, licenses, registrations or permits may impede the successful commissioning and operations of our
power projects, which may adversely affect our business, results of operations and cash flows.
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The generation of electricity from solar sources depends heavily on suitable meteorological conditions. If solar conditions are unfavorable, our electricity
generation, and therefore revenue from our solar projects, may be substantially below our expectations.
The electricity produced and revenues generated by our solar projects are highly dependent on suitable solar conditions and associated weather conditions
and air pollution, which are beyond our control. Furthermore, components of our systems, such as solar panels and inverters, could be damaged by severe weather,
such as hailstorms, tornadoes or lightning strikes. We generally will be obligated to bear the expense of repairing the damaged solar energy systems that we own,
and replacement and spare parts for key components may be difficult or costly to acquire or may be unavailable. Unfavorable weather, high levels of air pollution
and atmospheric conditions could impair the effectiveness of our assets or reduce their output beneath their rated capacity or require shutdown of key equipment,
impeding operation of our solar assets and our ability to achieve certain performance guarantees pursuant to our PPAs, forecasted revenues and cash flows.
Sustained unfavorable weather could also unexpectedly delay the installation of solar energy systems, which could result in a delay in us acquiring new projects or
increase the cost of such projects. We guarantee the performance of our solar power plants and could suffer monetary consequences if our plants do not produce to
our contracted levels.
We base our investment decisions with respect to each solar project on the findings of related solar studies conducted on-site prior to construction.
However, actual climatic conditions at a project site may not conform to the findings of these studies and therefore, our facilities may not meet anticipated
production levels or the rated capacity of our generation assets, which could adversely affect our business, financial condition, results of operations and cash flows.
Our limited operating history, especially with large-scale solar projects, may not serve as an adequate basis to judge our future prospects, results of operations
and cash flows.
We began our business in 2008 and have a limited operating history. We established our first utility scale solar plant in India in 2009. As of March 31,
2019, we operated 41 utility scale projects and several commercial rooftop projects with a combined rated capacity of 1,441 MW. As of March 31, 2019, we were
also constructing 13 projects with a combined rated capacity of 386 MW and had an additional 1,529 MW of projects committed, bringing our total portfolio
capacity to 3,356 MW. Accordingly, our relatively limited operating history may not be an adequate basis for evaluating our business prospects and financial
performance and makes it difficult to predict the future results of our operations. Period-to-period comparisons of our operating results, and our results of
operations for any period should not be relied upon as an indication of our performance for any future period. In particular, our results of operations, financial
condition, cash flows and future success depend, to a significant extent, on our ability to continue to identify suitable sites, acquire land for solar projects, obtain
required regulatory approvals, arrange financing from various sources, construct solar projects in a cost-effective and timely manner, expand our project pipeline
and manage and operate solar projects that we develop. If we cannot do so, we may not be able to expand our business at a profit or at all, maintain our competitive
position, satisfy our contractual obligations, or sustain growth and profitability.
The delay between making significant upfront investments in our solar projects and receiving revenue could materially and adversely affect our liquidity,
business, results of operations and cash flows.
There are generally several months between our initial bid in renewable energy auctions to build solar projects and the date on which we begin to recognize
revenue from the sale of electricity generated by such solar projects. Our initial investments include, without limitation, legal, accounting and other third-party fees,
costs associated with project analysis and feasibility study, payments for land rights, payments for interconnection and grid connectivity arrangements, government
permits, engineering and procurement of solar panels, balance of system costs or other payments, which may be non-refundable. As such, projects may not be fully
monetized for 25 years given the average length of our PPAs, but we bear the costs of our initial investment upfront. Furthermore, we have historically relied on
our own equity contribution and bank loans to pay for costs and expenses incurred during project development. Solar projects typically generate revenue only after
becoming commercially operational and starting to sell electricity to the power grid through offtakers. There may be long delays from the initial bid to projects
becoming shovel-ready, due to the timing of auctions, permitting and grid connectivity process. Between our initial investment in the development of permits for
solar projects and their connection to the transmission grid, there may be adverse developments, such as unfavorable environmental or geological conditions, labor
strikes, panel shortages or monsoon weather. Furthermore,
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we may not be able to obtain all of the permits as anticipated, permits that were obtained may expire or become ineffective and we may not be able to obtain project
level debt financing as anticipated. In addition, the timing gap between our upfront investments and actual generation of revenue, or any added delay in between
due to unforeseen events, could put strains on our liquidity and resources, and materially and adversely affect our profitability, results of operations and cash flows.
Solar project development is challenging and our growth strategy may ultimately not be successful, which can have a material adverse effect on our business,
financial condition, results of operations and cash flows.
The development and construction of solar projects involve numerous risks and uncertainties and require extensive research, planning and due diligence.
As a result, we may be required to incur significant capital expenditures for land and interconnection rights, regulatory approvals, preliminary engineering, permits,
and legal and other expenses before we can determine whether a solar project is economically, technologically or otherwise feasible. The projects which are now
awarded may not be viable in the future.
We intend to expand our business significantly with a number of new projects in both new and existing jurisdictions in the future. As we grow, we expect
to encounter additional challenges to our internal processes, external construction management, capital commitment process, project funding infrastructure,
financing capabilities and regulatory approvals and compliance. Our existing operations, personnel, systems and internal control may not be adequate to support
our growth and expansion and may require us to make additional unanticipated investments in our infrastructure. To manage the future growth of our operations,
we will be required to improve our administrative, operational and financial systems, procedures and controls, and maintain, expand, train and manage our growing
employee base. We will need to hire and train project development personnel to expand and manage our project development efforts. If we are unable to manage
our growth effectively, we may not be able to take advantage of market opportunities, execute our business strategies successfully or respond to competitive
pressures. As a result, our business, prospects, financial condition, results of operations and cash flows could be materially and adversely affected.
Success in executing our growth strategy is contingent upon, among others:
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accurately prioritizing geographic markets for entry, including estimates on addressable market demand;
• managing local operational, capital investment or components sourcing in compliance with regulatory requirements;
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negotiating favorable payment terms with suppliers;
collecting economic incentives as expected; and
signing PPAs or other arrangements that are commercially acceptable, including adequate financing.
We may not be able to find suitable sites for the development of solar projects.
Solar projects require solar and geological conditions that are not available in all areas. Further, large, utility scale solar projects must be interconnected to
the power grid in order to deliver electricity, which requires us to find suitable sites with capacity on the power grid available. We may encounter difficulties
registering certain leasehold interest in such sites. Even when we have identified a desirable site for a solar project, our ability to obtain site control with respect to
the site is subject to growing competition from other solar power producers that may have better access to local government support or financial or other resources.
If we are unable to find or obtain site control for suitable sites on commercially acceptable terms, our ability to develop new solar projects on a timely basis or at all
might be harmed, which could have a material adverse effect on our business, financial condition and results of operations. Moreover, our land leases for projects
are typically for 30 to 35 years, but our PPAs are generally for a term of 25 years. If we are not able to sell the power produced by our systems after the initial PPA
has expired, our liquidity and financial condition may be harmed.
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We may incur unexpected expenses if the suppliers of components in our solar projects default in their warranty obligations.
We enter into contracts with our suppliers to supply components in our solar projects. If our suppliers do not perform their obligations, we may have to
enter into new contracts with other suppliers at a higher cost or may suffer schedule disruptions. In addition, our suppliers may have difficulty fulfilling our orders
and incur delivery delays, or charge us higher prices, higher up-front payments and deposits, which would result in higher than expected prices or less favorable
payment terms to develop our projects. Delays in the delivery of ordered components in our solar projects could delay the completion of our under-construction
projects. In addition, our relationship with our suppliers may worsen or lead to disagreements or litigation which could have a material adverse effect on our
business, financial condition, results of operations and cash flows.
Furthermore, the solar panels, inverters and other system components utilized in our solar projects are generally covered by manufacturers’ warranties,
which are typically for 5 to 25 years. In the event any such components fail to operate as required, we may be able to make a claim against the applicable warranty
to cover all or a portion of the expense or losses associated with the faulty component. However, the warranties may not be sufficient to cover all of our expense
and losses. In addition, these suppliers could cease operations and no longer honor the warranties, which would leave us to cover the expense and losses associated
with the faulty component. Our business, financial condition, results of operations and cash flows could be materially and adversely affected if we cannot recover
the expense and losses associated with the faulty component from these warranty providers.
Our construction activities may be subject to cost overruns or delays.
Construction of our solar projects may be adversely affected by circumstances outside of our control, including inclement weather, adverse geological and
environmental conditions, failure to receive regulatory approvals on schedule or third-party delays in providing supplies and other materials. Changes in project
plans or designs, or defective or late execution may increase our costs from our initial estimates and cause delays. Increases in the prices of our materials may
increase procurement costs. In particular, we have not yet placed orders for all equipment required to construct and operate all of our power projects that are
presently committed and under construction. There can be no assurance that the prices of the equipment required for our power projects that are presently
committed and under construction will not change, which may cause the economic returns available from these projects to differ from our initial projections. For
example, our project cost per megawatt in fiscal year 2018 was marginally higher than the prior fiscal year due to the use of higher-cost domestic modules as
required by PPAs. If we experience unexpected increases in procurement costs, our forecasted revenues and cash flows could be materially adversely affected.
Labor shortages, work stoppages or labor disputes could also significantly delay a project, increase our costs or cause us to breach our performance
guarantees under our PPAs, particularly because strikes are not considered a force majeure event under many of our PPAs. Moreover, local political changes and
delays, for instance, caused by state and local elections, as well as demonstrations or protests by local communities and special interest groups could result in, or
contribute to, project time and cost overruns for us.
In addition, we sometimes utilize and rely on third-party sub-contractors to construct and install portions of our solar projects. If our sub-contractors do not
satisfy their obligations or do not perform work that meets our quality standards or if there is a shortage of third-party sub-contractors or if there are labor strikes
that interfere with the ability of our employees or contractors to complete their work on time or within budget, we could experience significant delays or cost
overruns.
We may not be able to recover any of these losses in connection with construction cost overruns or delays. Certain PPAs require that we connect to the
transmission grid by a certain date. If the solar project is significantly delayed, such PPAs may be terminated or require us to pay liquidated damages computed
based on number of days of delay in commissioning of the projects or reduction in the PPA tariff. In addition, if we are unable to meet our performance guarantees,
most of our PPAs require us to pay liquidated damages to the offtaker in proportion to the amount of power not supplied, and also grant the offtaker a right to draw
on bank guarantees posted by us, including up to 100% of certain bank guarantees. Also, certain PPAs provide that we are liable for government fines and penalties
if we fail to deliver electricity required by the offtakers to meet their RPO requirements. Furthermore, in the case of projects with viability gap funding (:VGF”),
50% of which is paid out in the first year with the remaining 50% paid out over the course of next five years, if the project fails to generate power for a long period
of time, the government agency can suspend the VGF and demand repayment of previously paid sums.
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Any of the contingencies discussed above could lead us to fail to generate our expected return from our solar projects and result in unanticipated and
significant revenue and earnings losses.
Our operating results may fluctuate from quarter to quarter, which could make our future performance difficult to predict and could cause our operating
results for a particular period to fall below expectations, which may result in a severe decline in the price of our equity shares.
Our quarterly operating results are difficult to predict and may fluctuate significantly in the future. We have experienced seasonal and quarterly
fluctuations in the past, especially in the winter months and we may experience the same in the future. However, given that we are an early-stage company
operating in a rapidly growing industry, those fluctuations may be masked by our recent growth rates and thus may not be readily apparent from our historical
operating results. As such, our past quarterly operating results may not be good indicators of future performance.
In addition to the other risks described in this “Risk Factors” section, the following factors could cause our operating results to fluctuate:
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the expiration or initiation of any central or state subsidies or incentives;
our ability to complete installations in a timely manner due to market conditions or due to unavailable financing;
our ability to continue to expand our operations, and the amount and timing of expenditures related to such expansions;
announcements by us or our competitors of significant acquisitions, strategic partnerships, joint ventures or capital-raising activities or commitments;
changes in auction rules;
changes in feed-in tariff rates for solar power, VGF, our pricing policies or terms or those of our competitors;
actual or anticipated developments in our competitors' businesses or the competitive landscape; and
an occurrence of low global horizontal irradiation that affects our generation of solar power.
For these or other reasons, the results of any prior quarterly or annual periods should not be relied upon as indications of our future performance. In
addition, with respect to the above factors our actual revenue, key operating and financial metrics and other operating results in future quarters may fall short of the
expectations of investors and financial analysts, which could have a material adverse effect on the trading price of our equity shares.
Counterparties to our PPAs may not fulfill their obligations which could result in a material adverse impact on our business, financial condition, results of
operations and cash flows.
We generate electricity income primarily pursuant to PPAs entered into with central and state government-run utilities. Some of the customers may
become subject to insolvency or liquidation proceedings during the term of the relevant contracts, and the credit support received from such customers may not be
sufficient to cover our losses in the event of a failure to perform. There may also be delays associated with collection of receivables from government owned or
controlled entities on account of the financial condition of these entities that deteriorated significantly in the past. Where we are selling power to non-governmental
entities, we take into account the credit ratings assigned by rating agencies and our ability in the past to collect when assessing the counterparties’ creditworthiness.
Governmental entities to which we sell power generally do not have credit ratings, so there are no credit ratings to consider. For illustrative purposes, Moody’s
Investor Services Inc. and Standard and Poor’s Financial Services LLC have rated the Indian government Baa2 and BBB-, respectively. As a result, many of the
state governments in India, if rated, would likely rate lower than the Indian government. Although the central and state governments in India have taken steps to
improve the liquidity, financial condition and viability of state electricity distribution utility companies, there can be no assurance that the utility companies that are
currently our customers will have the resources to pay on time or at all.
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In addition, our PPA customers may, for any reason, become unable or unwilling to fulfil their related contractual obligations, refuse to accept delivery of
power delivered thereunder or otherwise terminate such agreements prior to the expiration thereof. If such events occur, our assets, liabilities, business, financial
condition, results of operations and cash flows could be materially and adversely affected. For instance, Gujarat Urja Vikas Nigam Limited had filed a petition with
the Gujarat Electricity Regulatory Commission, seeking recalculation of the tariff under the PPA on the basis of actual cash flow required for development of solar
projects and consequent revision of the tariff payable by it, in relation to certain solar power projects including our 10 MW Gujarat 1 project. While the Gujarat
Electricity Regulatory Commission and the Appellate Tribunal for Electricity dismissed the claims made by Gujarat Urja Vikas Nigam Limited, an appeal filed by
Gujarat Urja Vikas Nigam Limited is pending before the Supreme Court of India.
Furthermore, to the extent any of our customers are, or are controlled by, governmental entities, bringing actions against them to enforce their contractual
obligations is often difficult. Also, our counterparties may be subject to legislative or other political action that may impair their contractual performance.
Our PPAs may expose us to certain risks that may affect our future results of operations and cash flows.
Our profitability is largely a function of our ability to manage our costs during the terms of our PPAs and operate our power projects at optimal levels. If
we are unable to manage our costs effectively or operate our power projects at optimal levels, our business and results of operations may be adversely affected. In
the event we default in fulfilling our obligations under the PPAs, such as supplying the minimum amount of power specified in some of the PPAs or failing to
obtain regulatory approvals, licenses and clearances with respect to our solar projects, we may be liable for penalties and in certain specified events, customers may
also terminate such PPAs. Further, any failure to supply power from the scheduled commercial operation date my result in levy of liquidated damages and
encashment of bank guarantees provided by us under the terms of certain PPAs. For instance, in connection with an extension of the date of commissioning of the
50 MW project in Karnataka of one of our subsidiaries, the customer reduced its payable tariff under the PPA, pursuant to which we had initiated proceedings
before the Karnataka Regulatory Commission (“KERC”) appealing such reduction of the tariff. The KERC while retaining the tariff of the PPA reduced the time
extension granted by the power distribution companies (“DISCOM”) for achieving the commercial operation date. Against the order of the KERC, we filed an
appeal before the Appellate Tribunal for Electricity (“APTEL”). During the pendency of such appeal, a default notice was issued by the customer, pursuant to
which the relevant subsidiary was requested to pay certain liquidated damages. While the payment of liquidated damages was stayed, the order in this matter
remains reserved. Further, the commissioning of the10 MW project in Punjab of another of our subsidiaries faced delays due to a delay by the customer and our
subsidiary had sought an extension of the commercial operation date at the same tariff rate as per the PPA which matter is also currently pending before the
APTEL. However, we cannot provide assurances that such proceedings will ultimately be decided in our favor. The termination of any of our projects by our
customers would adversely affect our reputation, business, results of operations and cash flows.
Under a long-term PPA, we typically sell power generated from a power plant to state distribution companies at pre-determined tariffs. Our PPAs are
generally not subject to downward revisions unless we elect to utilize accelerated rate of depreciation or if there is a delay in commissioning our projects, although
we have entered into contracts that provide for downward adjustments in the past and may do so in the future. Accordingly, if there is an industry-wide increase in
tariffs or if we are seeking an extension of the term of the PPA, we will not be able to renegotiate the terms of the PPA to take advantage of the increased tariffs. In
addition, in the event of increased operational costs, we will not have the ability to reflect a corresponding increase in our tariffs. Further, any delay in
commissioning projects or supplying electricity during the term of the PPA may result in reduction in tariffs, based on the terms of the PPA. Therefore, the prices at
which we supply power may have little or no relationship with the costs incurred in generating power, which may lead to fluctuations in our margins. The above
factors all limit our business flexibility, expose us to an increased risk of unforeseen business and industry changes and could have an adverse effect on our
business, results of operations and cash flows.
The term of some of our PPAs are also less than the life of the power projects they are tied to. We will need to enter into other offtake agreements, or seek
renewals or extensions of the existing PPAs, for the balance of the life of those power projects. Moreover, there are often other restrictions on our ability to, among
other things, sell power to third parties and undertake expansion initiatives with other consumers. Failure to enter into or renew offtake arrangements in a timely
manner and on terms that are acceptable to us could adversely affect our business, results of operations and cash flows. There could also be negative accounting
consequences if we are unable to extend or replace expiring PPAs, including writing down the carrying value of assets at such power project sites.
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Additionally, under the PPAs, our remedies in case of delays in payment by our customers may also be limited. For example, certain PPAs only permit us
to terminate the PPA on account of non-payment of dues upon 90 days of our inability to recover such dues. Such risks limit our business flexibility, expose us to
an increased risk of unforeseen business and industry changes and could have an adverse effect on our business, results of operations and cash flows.
In addition, most of the government agencies we enter into PPAs with under the NSM or the relevant state policies require us to agree to their standard
form contracts and we cannot negotiate for commercial terms or other terms of funding that are more favorable to us.
Our substantial indebtedness could adversely affect our business, financial condition, results of operations and cash flows.
As of March 31, 2019, we had INR 6,891.4 million (US$ 99.7 million) in current liabilities, excluding the current portion of long-term debt and short-term
debt, and INR 71,772.2 million (US$1,037.8 million) in outstanding long-term borrowings, including the current portion of long-term debt and short-term debt.
Generally, these borrowings relate to the financing for our projects and are secured by project assets.
Our debt could have significant consequences on our operations, including:
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reducing the availability of our cash flow to fund working capital, capital expenditures, acquisitions and other general corporate purposes as a result of
our debt service obligations;
limiting our ability to obtain additional financing;
limiting our flexibility in planning for, or reacting to, changes in our business, the industry in which we operate and the general economy;
potentially increasing the cost of any additional financing; and
limiting the ability of our project operating subsidiaries to pay dividends to us for working capital or return on our investment.
In addition, our borrowings under certain project-specific financing arrangement have floating rates of interest. Therefore, an increase or decrease in
interest rates will increase or decrease our interest expense associated with such borrowing. A significant increase in interest expense could have an adverse effect
on our business, financial condition, results of operations and cash flows impacting our ability to meet our payment obligations under our debt.
Any of these factors and other consequences that may result from our substantial indebtedness could have an adverse effect on our business, financial
condition, results of operations and cash flows impacting our ability to meet our payment obligations under our debt. Our ability to meet our payment obligations
under our outstanding debt depends on our ability to generate significant cash flow in the future. This, to some extent, is subject to general economic, financial,
competitive, legislative and regulatory factors as well as other factors that are beyond our control.
Our growth prospects and future profitability depend to a significant extent on global liquidity and the availability of additional funding options with
acceptable terms.
We require a significant amount of cash to fund the installation and construction of our projects and other aspects of our operations, and expect to incur
additional borrowings in the future, as our business and operations grow. We may also require additional cash due to changing business conditions or other future
developments, including any investments or acquisitions we may decide to pursue in order to remain competitive.
Historically, we have used loans, equity contributions, and government subsidies to fund our project development. We expect to expand our business with
proceeds from third-party financing options, including any bank loans, equity partners, financial leases and securitization. However, we cannot guarantee that we
will be successful in locating additional suitable sources of financing in the time periods required or at all, or on terms or at costs that we find attractive or
acceptable, which may render it impossible for us to fully execute our growth plan. In addition, rising interest rates could adversely impact our ability to secure
financing on favorable terms.
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Installing and constructing solar projects requires significant upfront capital expenditure and there may be a significant delay before we can recoup our
investments through the long-term recurring revenue of our solar projects. Our ability to obtain external financing is subject to a number of uncertainties, including:
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our future financial condition, results of operations and cash flows;
the general condition of global equity and debt capital markets;
our credit ratings and past credit history;
decline of the Indian rupee compared to U.S. dollar;
regulatory and government support in the form of tax incentives, preferential tariffs, project cost subsidies and other incentives;
the continued confidence of banks and other financial institutions in our company and the solar power industry;
economic, political and other conditions in the jurisdictions where we operate; and
our ability to comply with any financial covenants under our debt financing.
Any additional equity financing may be dilutive to our shareholders and any debt financing may contain restrictive covenants that limit our flexibility
going forward. Furthermore, our credit ratings may be downgraded, which would adversely affect our ability to refinance debt and increase our cost of borrowing.
Failure to manage discretionary spending and raise additional capital or debt financing as required may adversely impact our ability to achieve our intended
business objectives.
If we fail to comply with financial and other covenants under our loan agreements, our financial condition, results of operations, cash flows and business
prospects may be materially and adversely affected.
We expect to continue to finance a significant portion of our project development and construction costs with project financing. The agreements with
respect to our existing project-level indebtedness contain financial and other covenants that require us to maintain certain financial ratios or impose certain
restrictions on disposition of our assets or the conduct of our business. In addition, we typically pledge our solar project assets or account or trade receivables, and
in certain cases, shares of the special purpose vehicles, to raise debt financing, and we are restricted from creating additional security over our assets. Such account
or trade receivables will include all income generated from the sale of electricity in the solar projects.
Our financing agreements also include certain restrictive covenants whereby we may be required to obtain approval from our lenders to, among other
things, incur additional debt, undertake guarantee obligations, enter into any scheme of merger, amalgamation, compromise, demerger or reconstruction, change
our capital structure and controlling interest, dispose of or sell assets, transfer shares held by major shareholders to third parties, invest by way of share capital, lend
and advance funds, make payments, declare dividends in the event of any default in repayment of debts or failure to maintain financial ratios, place deposits and
change our management structure. Most of our lenders also impose significant restrictions in relation to our solar projects, under the terms of the relevant project
loans taken by our respective subsidiaries. For example, we are required to obtain lenders’ consent to make any changes to, or terminate, project documents, waive
any material claims or defaults under the project documents, make any changes to financing plans relating to our projects, and replace suppliers or other material
project participants. There can be no assurance that such consent will be granted in a timely manner, or at all. In the event that such lender consents are granted,
they may impose certain additional conditions on us, which may limit our operational flexibility or subject us to increased scrutiny by the relevant lenders. The time
required to secure consents may hinder us from taking advantage of a dynamic market environment. These agreements also grant certain lenders the right to appoint
nominee directors on the board of directors of AZI or its subsidiaries and require us to maintain certain ratings or other levels of credit worthiness. If we breach any
financial or other covenants contained in any of our financing arrangements, we may be required to immediately repay our borrowings either in whole or in part,
together with any related costs.
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Our failure to comply with financial or restrictive covenants or periodic reporting requirements or to obtain our lenders’ consent to take restricted actions in
a timely manner or at all may result in the declaration of an event of default by one or more of our lenders, which may accelerate repayment of the relevant loans or
trigger cross defaults under other financing agreements. We cannot assure you that, in the event of any such acceleration or cross-default, we will have sufficient
resources to repay these borrowings. Failure to meet our obligations under the debt financing agreements could have an adverse effect on our cash flows, business
and results of operations. Furthermore, a breach of those financial and other covenants or a failure to meet certain financial ratios under these financing agreements
could also restrict our ability to pay dividends.
Although we had a net profit for the fiscal year ended March 31, 2019, we were not profitable for the previous fiscal years, and we may not be able to continue
to be profitable in the foreseeable future.
We have incurred losses since our inception. Although we achieved net profit of IND 138.5 million (US$2.0 million) for the fiscal year ended March 31,
2019, we may not continue to be profitable. We expect our costs to increase in the future as we continue to make significant investment in our solar projects. As of
March 31, 2019, we operated 41 utility scale projects and several commercial rooftop projects with a combined rated capacity of 1,441 MW. As of March 31, 2019,
we were also constructing 13 projects with a combined rated capacity of 386 MW and had an additional 1,529 MW of projects committed, bringing our total
portfolio capacity to 3,356 MW.
A significant number of power projects are presently committed and under construction, and we can only monetize them, if at all, after each project is
completed, which is subject to several factors, including receiving regulatory approvals, obtaining project funding, entering into transmission arrangements with the
central or state transmission utilities, and acquiring land for projects. In addition, even after a project is operational, the monetization process may be quite long
term with contracts running up to 25 years. Moreover, we may not succeed in addressing certain risks, including our ability to successfully develop or supervise the
commissioning, operations and maintenance of our projects or maintain adequate control of our costs and expenses. Also, we may find that our growth plans are
costlier than we anticipate and that they do not ultimately result in commensurate increases in revenue. Our results of operations will depend upon numerous
factors, some of which are beyond our control, including the availability of preferential feed-in tariffs for solar power and other subsidies, global liquidity and
competition. As a result, we may not continue to be profitable in the foreseeable future.
We face uncertainties in our ability to acquire the rights to develop and generate power from new solar projects due to highly competitive PPA auctions and
possible changes in the auction process.
We acquire the rights to develop and generate power from new solar projects through a competitive bidding process, in which we compete for project
awards based on, among other things, pricing, technical and engineering expertise, financial conditions, including specified minimum net worth criteria, availability
of land, financing capabilities and track record. The bidding and selection process is also affected by a number of factors, including factors which may be beyond
our control, such as market conditions or government incentive programs. If we misjudge our competitiveness when submitting our bids or if we fail to lower our
costs to submit competitive bids, we may not acquire the rights on new solar projects. Furthermore, we have expected prices for system components to decline as
part of our bidding process, and if that does not occur, our project economics may be harmed and we may need greater subsidies to remain economically viable.
In addition, rules of the auction process may change. Each state in India has its own regulatory framework and several states have their own renewable
energy policy. The rules governing the various regional power markets may change from time to time, in some cases, in a way that is contrary to our interests and
adverse to our financial returns. For example, most national auctions currently use the reverse auction structure, in which several winners take part in the same
project. There can be no assurance that the central and state governments will continue to allow us to utilize such bidding structures and any shift away from the
current structures, such as to a Dutch auction, could increase the competition and adversely affect our business, results of operations and cash flows.
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We face significant competition from traditional and renewable energy companies.
We face significant competition in the markets in which we operate. Our primary competitors are local and international developers and operators of solar
projects and other renewable energy sources. We also compete with utilities generating power from conventional fossil fuels. Recent deregulation of the Indian
power sector and increased private sector investment have intensified the competition we face. The Electricity Act, 2003, or the Electricity Act, removed certain
licensing requirements for power generation companies, provided for open access to transmission and distribution networks and also facilitated additional capacity
generation through captive power projects. These reforms provide opportunities for increased private sector participation in power generation. Specifically, the
open access reform enables private power generators to sell power directly to distribution companies and, ultimately, to the end consumers, enhancing the financial
viability of private investment in power generation. Competitive bidding for power procurement further increases competition among power generators and there
have been bids that were less than INR 3.00 per kilowatt hour. Furthermore, the central electricity authority (“CEA”) had indicated that India is likely to experience
surplus power by 2019. This could lead to greater pricing pressures for energy producers in the future. We cannot assure you that we will be able to compete
effectively, and our failure to do so could result in an adverse effect on our business, results of operations and cash flows.
Furthermore, our competitors may have greater operational, financial, technical, management or other resources than we do and may be able to achieve
better economies of scale and lower cost of capital, allowing them to bid in the same auction at more competitive rates. Our competitors may also have a more
effective or established localized business presence or a greater willingness or ability to operate with little or no operating margins for sustained periods of time.
Our market position depends on our financing, development and operation capabilities, reputation and track record. Any increase in competition during the bidding
process or reduction in our competitive capabilities could have a significant adverse impact on our market share and on the margins we generate from our solar
projects.
Our competitors may also enter into strategic alliances or form affiliates with other competitors to our detriment. As our competitors grow in scale, they
may establish in-house engineering, procurement and construction (“EPC”), and operation and maintenance (“O&M”) capabilities, which may offset a current
advantage we may have over them. Moreover, suppliers or contractors may merge with our competitors which may limit our choices of suppliers or contractors and
hence the flexibility of our overall project execution capabilities. For example, some of our competitors may have their own internal solar panel manufacturing
capabilities. As the solar energy industry grows and evolves, we will also face new competitors who are not currently in the market. There can be no assurance that
our current or potential competitors will not win bids for solar projects or offer services comparable or superior to those that we offer at the same or lower prices or
adapt to market demand more quickly than we do. Increased competition may result in price reductions, reduced profit margins and loss of market share.
In addition, we face competition from developers of other renewable energy facilities, including wind, biomass, nuclear and hydropower. If these non-solar
renewable sources become more financially viable, our business, financial condition, results of operations and cash flows could be adversely affected. Competition
from such producers may increase if the technology used to generate electricity from these other renewable energy sources becomes more sophisticated, or if the
Indian government elects to further strengthen its support of such renewable energy sources relative to solar energy. As we also compete with utilities generating
power from conventional fossil fuels, a reduction in the price of coal or diesel would make the development of solar energy less economically attractive and we
would be at a competitive disadvantage.
Any constraints in the availability of the electricity grid, including our inability to obtain access to transmission lines in a timely and cost-efficient manner
could adversely affect our business, results of operations and cash flows.
Distributing power to a purchaser is our responsibility. We generally rely on transmission lines and other transmission and distribution facilities that are
owned and operated by the respective state governments or public entities. Where we do not have access to available transmission and distribution networks, we
may engage contractors to build transmission lines and other related infrastructure. In such a case, we will be exposed to additional costs and risks associated with
developing transmission lines and other related infrastructure, such as the ability to obtain right of way from land owners for the construction of our transmission
lines, which may delay and increase the costs of our projects. We may not be able to secure access to the available transmission and distribution networks at
reasonable prices, in a timely manner or at all.
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In addition, India’s physical infrastructure, including its electricity grid, is less developed than that of many developed countries. As a result of grid
constraints, such as grid congestion and restrictions on transmission capacity of the grid, the transmission and dispatch of the full output of our projects may be
curtailed, particularly because we are required to distribute power to customers across long distances from our project sites. We may have to stop producing
electricity during the period when electricity cannot be transmitted. Such events could reduce the net power generation of our projects. If construction of renewable
energy projects outpaces transmission capacity of electricity grids, we may be dependent on the construction and upgrade of grid infrastructure by the Indian
government or public entities. We cannot assure you that the relevant government or public entities will do so in a timely manner, or at all. The curtailment of our
power projects’ output levels will reduce our electricity output and limit operational efficiencies, which in turn could have an adverse effect on our business, results
of operations and cash flows.
There are a limited number of purchasers of utility scale quantities of electricity which exposes us and our utility scale projects to risk.
In fiscal year 2018 and 2019, we derived 74.8% and 75.9%, respectively, of our revenue from our top five customers. Since the transmission and
distribution of electricity are either monopolized or highly concentrated in most jurisdictions, there are a limited number of possible purchasers for utility scale
quantities of electricity in a given geographic location, including transmission grid operators and central and state run utilities. For instance, for projects established
pursuant to the NSM, solar project developers are required to enter into PPAs with specified implementation agencies. As a result, there is a concentrated pool of
potential buyers for electricity generated by our plants and projects, which may restrict our ability to negotiate favorable terms under new PPAs and could impact
our ability to find new customers for the electricity generated by our generation facilities should this become necessary.
Furthermore, if the financial condition of these utilities and/or power purchasers deteriorate or the NSM or other solar policy to which they are currently
subject and that compel them to source renewable energy supplies change, demand for electricity produced by our plants could be negatively impacted.
Land title in India can be uncertain and we may not be able to identify or correct defects or irregularities in title to the land which we own, lease or intend to
acquire in connection with the development or acquisition of our power projects. Additionally, certain land on which our power projects are located may be
subject to onerous conditions which may adversely affect its use.
There is no central title registry for real property in India and the documentation of land records in India has not been fully computerized. Property records
in India are generally maintained at the state and district level and in local languages, and are updated manually through physical records. Therefore, property
records may not be available online for inspection or updated in a timely manner, may be illegible, untraceable, incomplete or inaccurate in certain respects, or may
have been kept in poor condition, which may impede title investigations or our ability to rely on such property records. In addition, there may be a discrepancy
between the duration of the principal lease under different orders issued by state governments in respect of a particular parcel of revenue land. Furthermore, title to
land in India is often fragmented, and in many cases, land may have multiple owners. Title may also suffer from irregularities, such as non-execution or non-
registration of conveyance deeds and inadequate stamping and may be subjected to encumbrances that we are unaware of. Any defects in, or irregularities of, title
may result in a loss of development or operating rights over the land, which may prejudice the success of our power projects and require us to write off substantial
expenditures in respect of our power projects. For instance, a portion of land leased from the government of Rajasthan for our projects in Nagaur, Rajasthan, is
presently disputed by third parties claiming mining rights through the Mining Department of the State of Rajasthan. We have filed a petition with the High Court of
Rajasthan to disallow the renewal of such mining lease and the High Court of Rajasthan has issued an injunction over the alleged claims on this land for mining.
Further, the lease for our Andhra Pradesh 3 project is pending completion of formalities for development of the land.
Further, improperly executed, unregistered or insufficiently stamped conveyance instruments in a property’s chain of title, unregistered encumbrances in
favor of third parties, rights of adverse possessors, ownership claims of family members of prior owners or third parties, or other defects that a purchaser may not
be aware of can affect title to a property. As a result, potential disputes or claims over title to the land on which our power projects are or will be constructed may
arise. However, an adverse decision from a court or the absence of an agreement with such third parties may result in additional costs and delays in the construction
and operating phases of any solar projects situated on such land. Also, such disputes, whether resolved in our favor or not, may divert management’s attention,
harm our reputation or otherwise disrupt our business.
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In addition, some properties used for our solar projects are subject to other third-party rights such as right of passage and right to place cables and other
equipment on the properties, which may result in certain interferences with our use of the properties. Our rights to the properties used for our solar projects may be
challenged by property owners and other third parties for various other reasons as well. For example, we do not always have the exclusive right to use a given site.
Any such challenge, if successful, could impair the development or operations of our solar projects on such properties.
Additionally, the power projects that we may develop or acquire in the future may be located on land that may be subject to onerous conditions under the
lease agreements through which we acquire rights to use such land and rights of way. Furthermore, the government may exercise its rights of eminent domain, or
compulsory acquisition in respect of land on which our projects are or will be located. Any of this may adversely affect our business, results of operations and cash
flows in the future.
A certain portion of the land on which our solar projects are or will be located, are not owned by us. In the event we are unable to purchase the land, or enter
into or renew lease agreements, our business, results of operations, cash flows and financial condition could be adversely affected.
Some of our solar projects are located, or will be located, on revenue land that is owned by the state governments or on land acquired or to be acquired
from private parties. The timeline for transfer of title in the land is dependent on the type of land on which the power projects are, or will be, located, and the
policies of the relevant state government in which such land is located. In the case of land acquired from private parties, which is agricultural land, the transfer of
such land from agriculturalists to non-agriculturalists such as us and the use of such land for non-agricultural purposes may require an order from the relevant state
land or revenue authority allowing such transfer or use. For instance, for our Maharashtra 3 and Gujarat 2 projects, we are awaiting for approval for use of the land
for industrial/non-agricultural purposes. Similarly, for revenue land, we obtain a lease from the relevant government authority.
We cannot assure you that the outstanding approvals would be received, or that lease or sub-lease deeds would be executed in a timely manner, such that
the operation of our solar projects will continue unaffected. In certain cases, any delay in the construction or commissioning of a solar project may result in
termination of the lease. Further, the terms of lease and sub-lease agreements may also not be co-terminus with the lifetime of the power projects, taken together
with the period of time required for construction and commissioning of the project. Accordingly, we will have to obtain extensions of the terms of such leases and
sub-leases for the remainder of the terms of the corresponding PPAs. In the event that the relevant state authorities do not wish to renew the lease or sub-lease
agreements, we may be forced to remove our equipment at the end of the lease, and we may not be able to find an alternative location in the short term or at all.
Any of the foregoing factors could lead to a material adverse effect on our business, results of operations, cash flows and financial condition.
If sufficient demand for solar projects does not develop or takes longer to develop than we anticipate, our business, financial condition, results of operations,
cash flows and prospects could be materially and adversely affected.
The solar power market is at a relatively early stage of development in many of the markets that we have entered or intend to enter. This is especially true
in the rooftop and micro-grid solar markets. The solar energy industry continues to experience improved efficiency and higher electricity output. However, trends
in the solar energy industry are based only on limited data and may not be reliable. Many factors may affect the demand for solar projects in India, including:
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fluctuations in economic and market conditions that affect the viability of conventional and non-solar renewable energy sources;
the cost and reliability of solar projects compared to conventional and other renewable energy sources;
the availability of grid capacity to dispatch power generated from solar projects;
public perceptions of the direct and indirect benefits of adopting renewable energy technology; and
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regulations and policies governing the electric utility industry that may present technical, regulatory and economic barriers to the purchase and use of
solar energy.
If market demand for solar projects fails to develop sufficiently, our business, financial condition, results of operations, cash flows and prospects could be
materially and adversely affected.
If we are unsuccessful in our efforts to establish and/or maintain our compliance with the local content requirements in certain states, our financial results
could be adversely affected.
In some cases, we are required by the central government in national auctions to procure solar panels solely from Indian manufacturers. Certain states or
others may, in the future, require us to procure a defined portion of our solar system components from their designated geographical locales. Such requirements are
commonly referred to as “local content requirements.” In order to satisfy these local content requirements, we may need to undertake localization initiatives in such
geographical locale. Some of our competitors with more significant capital resources may implement or expedite their own localization efforts in these
geographical locale, and those efforts may result in competitive advantages for them. We may be faced with shortages or quality issues if projects we bid on impose
local content requirements. Our costs may also be higher as a result of these requirements. Our failure to successfully implement appropriate localization initiatives,
or otherwise acquire and maintain the capability to satisfy applicable local content requirements, could result in our losing business to our competitors and/or our
breaching the terms of agreements, potentially resulting in damages, including monetary penalties. Depending on the value to us of lost business or the amounts of
any contractual penalties, these consequences could have a material adverse effect on our results of operations and cash flows.
Operation of power generation facilities involves significant risks and hazards that could have a material adverse effect on our business, financial condition,
results of operations and cash flows. We may not have adequate insurance to cover these risks and hazards.
Power generation involves hazardous activities, including delivering electricity to transmission and distribution systems. In addition to natural risks such as
earthquake, flood, lightning, hurricane and wind, other hazards, such as fire, structural collapse and machinery failure are inherent risks in our operations. These
and other hazards can cause significant personal injury or loss of life, severe damage to and destruction of property, plant and equipment and contamination of, or
damage to, the environment and suspension of operations. The occurrence of any one of these events may result in our being named as a defendant in lawsuits
asserting claims for substantial damages, including for environmental cleanup costs, personal injury and property damage and fines and/or penalties. We maintain
an amount of insurance protection that we consider adequate but we cannot provide any assurance that our insurance will be sufficient or effective under all
circumstances and against all hazards or liabilities to which we may be subject. Furthermore, our insurance coverage is subject to deductibles, caps, exclusions and
other limitations. A loss for which we are not fully insured could have a material adverse effect on our business, financial condition, results of operations or cash
flows. Further, due to rising insurance costs and changes in the insurance markets, we cannot provide any assurance that our insurance coverage will continue to be
available at all or at rates or on terms similar to those presently available. Any losses not covered by insurance could have a material adverse effect on our business,
financial condition, results of operations and cash flows.
Maintenance and expansion of power generation facilities involve significant risks that could result in reduced power generation and financial results.
Our facilities may require periodic upgrading and improvement. Any unexpected operational or mechanical failure, including failure associated with
breakdowns and forced outages, and any decreased operational or management performance, could reduce our facilities’ generating capacity below expected levels
and reduce our revenues as a result of generating and selling less power. Degradation of the performance of our solar facilities above levels provided for in the
related PPAs may also reduce our revenues. Unanticipated capital expenditures associated with maintaining, upgrading or repairing our facilities may also reduce
profitability, especially because our costs are fixed in the PPAs and we may not pass through any unexpected costs in relation to the projects to our customers.
Furthermore, we are not able to mitigate such project risks by shifting some or all of the risk to a third-party EPC or O&M contractor since we provide these
services in-house.
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Changes in technology may require us to make additional capital expenditures to upgrade our facilities. The development and implementation of such
technology entails technical and business risks and significant costs of employee implementation.
Our ability to implement our strategy and our future success depend significantly on the continued service of our senior management team and our ability to
attract, train and retain qualified personnel.
Our future success depends on the continued services and performances of the members of our management in our business for project implementations,
management and running of our daily operations and the planning and execution of our business strategy. We depend on our experienced management team, and
the loss of one or more key executives could have a negative impact on our business. We also depend on our ability to retain and motivate key employees and
attract qualified new employees. Neither our executive officers nor our key employees are bound by employment agreements for any specific term, and we may be
unable to replace key members of our management team and key employees in the event we lose their services. There is intense competition for experienced
management personnel with technical and industry expertise in the renewable energy business and if we lose the services of any of these individuals and are unable
to find suitable replacements in a timely manner, our ability to realize our strategic objectives could be impaired. Integrating new employees into our management
team could prove disruptive to our operations, require substantial resources and management attention and ultimately prove unsuccessful. On May 3, 2019, the
Company announced the retirement of Mr. Inderpreet Singh Wadhwa, Chief Executive Officer and Chairman of the board of directors. He will continue as
Chairman and CEO until the new CEO begins work at Azure Power or December 31, 2019, whichever is earlier. Mr. Wadhwa will serve as an advisor to the
Company until December 31, 2019 even if a new CEO begins work prior to that date. During March 2019, we appointed Pawan Kumar Agrawal as our new chief
financial officer. An inability to attract and retain sufficient managerial personnel who have critical industry experience and relationships could limit or delay our
strategic efforts, which could have a material adverse effect on our business, financial condition, results of operations and cash flows.
Fluctuations in foreign currency exchange rates may negatively affect our revenue, cost of sales and gross margins and could result in exchange losses.
As the functional currency of our Indian subsidiaries is the Indian rupee, our operating expenses are denominated primarily in Indian rupees. However,
some of our capital expenditures, and particularly those for equipment imported from international suppliers, such as solar panels, are denominated in foreign
currencies. To the extent that we are unable to match revenue received in our functional currency with costs paid in foreign currencies, exchange rate fluctuations in
any such currency could have an adverse effect on our profitability. Substantially all of our cash flows are generated in Indian rupees and, therefore, significant
changes in the value of the Indian rupee relative to the other foreign currencies could have a material adverse effect on our financial condition and our ability to
meet interest and principal payments on debts. In addition to currency translation risks, we incur currency transaction risks whenever we or one of our projects
enter into a purchase or sales transaction using a currency other than the Indian rupee. We expect our future capital expenditures in connection with our proposed
expansion plans to include significant expenditures in foreign currencies for imported equipment and machinery.
A significant fluctuation in the Indian rupee and U.S. dollar and other foreign currency exchange rates could therefore have a significant impact on our
other results of operations. The exchange rate between the Indian rupee and these currencies, primarily the U.S. dollar, has fluctuated in the past and any
appreciation or depreciation of the Indian rupee against these currencies can impact our profitability and results of operations. Our results of operations have been
impacted by such fluctuations in the past and may be impacted by such fluctuations in the future. For example, the Indian rupee has depreciated against the U.S.
dollar in four of the last five years, which may impact our results of operations in future periods. Such depreciation impacts the value of your investment.
Furthermore, we have borrowings denominated in U.S. dollars and, as such, an annual decline in the rupee against the U.S. dollar effectively adds to the functional
interest rate of our borrowings. Any amounts we spend in order to hedge the risks to our business due to fluctuations in currencies may not adequately hedge
against any losses we incur due to such fluctuations.
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The accounting treatment for many aspects of our solar projects is complex and any changes to the accounting interpretations or accounting rules governing
our solar projects could have a material adverse effect on our U.S. GAAP reported results of operations and financial condition.
The accounting treatment for many aspects of our solar projects is complex, and our future results could be adversely affected by changes in the accounting
treatment applicable to our solar projects. In particular, any changes to the accounting rules regarding the following matters may require us to change the manner in
which we operate, finance and account for our solar projects:
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foreign loans accounting;
derivative contracts;
asset retirement obligations;
share based compensation;
revenue recognition and related timing;
accounting for convertible debt and equity instruments;
income taxes;
foreign holding company tax treatment;
regulated operations; and
government grants.
Our international corporate structure and operations require us to comply with anti-corruption laws and regulations of the United States government and
various non-U.S. jurisdictions. If we are not in compliance with applicable legal requirements, we may be subject to civil or criminal penalties and other
remedial measures.
We are subject to the U.S. Foreign Corrupt Practices Act, or the FCPA, which prohibits, in relevant part, U.S. nationals, companies that have securities
registered in the U.S. and any officer, director, employee, or agent of such issuer or any shareholder thereof acting on behalf of such issuer from bribing foreign
officials for the purpose of obtaining or keeping business or otherwise obtaining favorable treatment and imposes obligations to keep accurate books and records
and maintain appropriate internal controls. We have been and will continue to be subject to anti-corruption, anti-bribery and anti-facilitation payment legislation in
other jurisdictions, which in certain circumstances go beyond the scope of the FCPA rules and regulations, including in India.
The current and future jurisdictions in which we operate our business may have experienced governmental corruption to some degree, and, in certain
circumstances, strict compliance with anti-bribery and anti-facilitation payment laws may conflict with local customs and practices, which is likely to negatively
impact our results of operations. We have developed and implemented formal controls and procedures to ensure that we are in compliance with the FCPA as well
as anti-corruption, anti-bribery and anti-facilitation payment laws. However, compliance with these new controls and procedures could make it more difficult for us
to obtain timely permits or otherwise complete our projects on schedule in jurisdictions where strict compliance with anti-corruption and anti-bribery laws may
conflict with local customs and practices.
Any historic or future violations of these laws, regulations and procedures by our employees, independent contractors, subcontractors and agents could be
costly and time-consuming to investigate and expose us to administrative, civil or criminal penalties or fines (including under U.S. and Indian laws and regulations
as well as foreign laws). If we were to be investigated for, charged with, or convicted of, violating these laws and regulations, our reputation could be harmed and it
could cause some of our investors to sell their interests in our company to be consistent with their internal investment policies or to avoid reputational damage, and
some investors might forego the purchase of our equity shares, all of which may negatively impact the trading prices of our equity shares. In addition, any
administrative, civil or criminal penalties or fines could have a material adverse effect on our business results of operations and cash flows.
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We may become involved in costly and time-consuming litigation and other regulatory proceedings, which require significant attention from our management.
We may, in the ordinary course of our business, become involved in litigation, administrative or arbitral proceedings. For example, we are, and may
become subject to additional demands from Indian governmental or tax authorities, including, but not limited to, on account of differing interpretations of central
and state tax statutes in India, which are extensive and subject to change from time to time. Changes in regulations or tax policies, or adoption of differing
interpretations of existing provisions, and enforcement thereof by governmental, taxation or judicial authorities in India may become the subject of legal
proceedings involving us from time to time.
Additionally, claims may be brought against or by us from time to time regarding, for example, defective or incomplete work, defective products, personal
injuries or deaths, damage to or destruction of property, breach of warranty, late completion of work, delayed payments, intellectual property rights or regulatory
compliance, and may subject us to litigation, arbitration and other legal proceedings, which may be expensive, lengthy, disruptive to normal business operations
and require significant attention from our management.
If we were found to be liable on any of the claims against us, we would incur a charge against earnings to the extent a reserve had not been established for
coverage. If amounts ultimately realized from the claims by us were materially lower than the balances included in our financial statements, we would incur a
charge against earnings to the extent profit had already been accrued. Charges and write-downs associated with such legal proceedings could have a material
adverse effect on our financial condition, results of operations and cash flow. Moreover, legal proceedings, particularly those resulting in judgments or findings
against us, may harm our reputation and competitiveness in the market.
Employee shortages and rising employee costs may harm our business and increase our operation costs.
As of March 31, 2019, we employed 654 persons to perform a variety of functions in our daily operations. The low-cost workforce in India provides us
with a cost advantage. However, we have observed an overall tightening of the employee market and an emerging trend of shortage of skilled labor. Failure to
obtain stable and dedicated employee support may cause disruption to our business that harms our operations. Furthermore, employee costs have increased in India
in recent years and may continue to increase in the near future. To remain competitive, we may need to increase the salaries of our employees to attract and retain
them. Our employee payroll and related costs amounted to INR 701.6 million and INR 871.5 million (US$12.6 million) in for the years ended March 31, 2018 and
2019, respectively. Any future increase in employee costs may harm our operating results, cash flows and financial condition.
The United Kingdom’s process on withdrawal from the European Union may have a negative effect on global economic conditions, financial markets and our
business.
In June 2016, a majority of voters in the United Kingdom elected to withdraw from the European Union in a national referendum, or “Brexit”. On
March 29, 2017, the British Prime Minister delivered a notice to the European Council pursuant to Article 50 of the Treaty of the European Union to initiate the
formal process of withdrawal from the European Union. The Article 50 notice dated March 29, 2017, started a two-year period for the United Kingdom to negotiate
the terms of its exit from the European Union, although this period can be extended with the unanimous agreement of the European Council. On April 11, 2019, the
European Union granted the United Kingdom an extension to the Brexit deadline until October 31, 2019. The purpose of this extension is to allow for the
ratification of the withdrawal agreement. If the withdrawal agreement is ratified, the United Kingdom will leave the European Union earlier than October 31, 2019.
As a condition of the extension, the United Kingdom must take part in European Union elections on May 23, 2019. If it does not, the United Kingdom must leave
the European Union on June 1, 2019 without any formal withdrawal arrangements.
The United Kingdom and the European Union are currently engaged in negotiations to structure their post-Brexit relationship, but significant uncertainty
remains about the future relationship between the United Kingdom and the European Union. The uncertainties caused by Brexit have had and may continue to have
a material adverse effect on global economic conditions and the stability of global financial markets and may significantly reduce global market liquidity and
restrict the ability of key market participants to operate in certain financial markets. Lack
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of clarity about future laws and regulations as the United Kingdom determines which European Union laws to replace or replicate upon withdrawal could depress
economic activity and restrict our access to capital in the United Kingdom. If the United Kingdom and the European Union are unable to negotiate acceptable
withdrawal terms, barrier-free access between the United Kingdom and other European Union member states could be diminished or eliminated. This may impact
our ability to freely move staff and equipment, and it may impact the cost associated with cross-border business, for example, by the re-introduction of import
duties. Any of these factors could depress economic activity and restrict our access to capital, which could have a material adverse effect on our business, financial
condition and results of operations and reduce the price of our equity shares.
The global economy may be adversely affected by economic developments in some markets.
The global financial and securities markets, and also the global economy, are influenced by economic and market conditions in some markets worldwide.
The global economy may be influenced by shocks from some markets, including those relating to the ongoing trade war between China and the United States.
Although economic conditions vary from country to country, investors’ reactions to events occurring in one country sometimes demonstrate a “contagion” effect in
which an entire region or class of investment is disfavoured by international investors. Consequently, there can be no assurance that the global and India’s financial
system and securities markets will not continue to be adversely affected by events in developed countries’ economies or events in other emerging markets, which
could in turn, adversely affect the global and India’s economy and, indirectly, our business, financial condition and results of operations, and the market value of
our equity shares.
Risks Related to Operations in India
Substantially all of our business and operations are located in India and we are subject to regulatory, economic, social and political uncertainties in India.
Substantially all of our business and employees are located in India, and we intend to continue to develop and expand our business in India. Consequently,
our financial performance will be affected by changes in exchange rates and controls, interest rates, changes in government policies, including taxation policies,
social and civil unrest and other political, social and economic developments in or affecting India.
India is currently in an election year and the election of a new administration could result in uncertainty in the solar market, which could harm our
operations.
The Indian government has exercised and continues to exercise significant influence over many aspects of the Indian economy. Since 1991, successive
Indian governments have generally pursued policies of economic liberalization and financial sector reforms, including by significantly relaxing restrictions on the
private sector. Nevertheless, the role of the Indian central and state governments in the Indian economy as producers, consumers and regulators has remained
significant and we cannot assure you that such liberalization policies will continue. The rate of economic liberalization could change, and specific laws and policies
affecting solar power producers, foreign investments, currency exchange rates and other matters affecting investments in India could change as well, including
exposure to possible expropriation, nationalization or other governmental actions.
Further, protests against privatizations and government corruption scandals, which have occurred in the past, could slow the pace of liberalization and
deregulation. A significant change in India’s policy of economic liberalization and deregulation or any social or political uncertainties could significantly harm
business and economic conditions in India generally and our business and prospects.
The extent and reliability of Indian infrastructure could significantly harm our results of operations, cash flows and financial conditions.
India’s physical infrastructure is less developed than that of many developed nations. Any congestion or disruption with respect to communication systems
or any public facility, including transportation infrastructure, could disrupt our normal business activity. Any deterioration of India’s physical infrastructure would
harm the national economy, disrupt the transportation of people, goods and supplies, and add costs to doing business in India. These disruptions could interrupt our
business operations and significantly harm our results of operations, cash flows and
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financial condition. For the risk of congestion or disruption with respect to India’s electricity grid and transmission lines, see “— Risks Relating to Us and Our
Industry — Any constraints in the availability of the electricity grid, including our inability to obtain access to transmission lines in a timely and cost-efficient
manner, could adversely affect our business, results of operations and cash flows.”
A decline in India’s foreign exchange reserves may adversely affect liquidity and interest rates in the Indian economy.
According to the weekly statistical supplement of the RBI Bulletin, India’s foreign exchange reserves totalled US$26,565 billion as of March 29, 2019. A
sharp decline in these reserves could result in reduced liquidity and higher interest rates in the Indian economy. Reduced liquidity or an increase in interest rates in
the economy following a decline in foreign exchange reserves could have a material adverse effect on our financial performance and ability to obtain financing to
fund our growth on favorable terms or at all.
A slowdown in economic growth in India could cause our business to suffer.
Since inception, all of our revenue has been derived directly from sales by AZI and its various other subsidiaries in India. In addition, the CIA World
Factbook estimates that consumer inflation in India was approximately 3.6% in 2017. The performance and growth of our business are necessarily dependent on
economic conditions prevalent in India, which may be significantly harmed by political instability or regional conflicts, a general rise in interest rates, inflation and
economic slowdown elsewhere in the world or otherwise. The Indian economy also remains largely driven by the performance of the agriculture sector which
depends on the quality of monsoon, which is difficult to predict. Although the Indian economy has continued to grow in the past few years, any future slowdown in
the Indian economy or a further increase in inflation could have a material adverse effect on the demand for power and, as a result, on our financial condition,
results of operations and cash flows.
India’s trade relationships with other countries and its trade deficit may significantly harm Indian economic conditions. If trade deficits increase or are no
longer manageable because of an unexpected rise in global crude oil prices or otherwise, the Indian economy, and therefore our business and our financial
performance could be significantly harmed.
India also faces major challenges in sustaining its growth, which include the need for substantial infrastructure development and improving access to
healthcare and education. If India’s economic growth cannot be sustained or otherwise slows down significantly, our business and prospects could be significantly
harmed.
Stringent labor laws may harm our ability to have flexible human resource policies and labor union problems could negatively affect our processing capacity,
construction schedules, cash flows and overall profitability.
India has stringent labor legislation that protects the interests of workers, including legislation that sets forth detailed procedures for dispute resolution and
employee removal, imposes financial obligations on employers upon employee layoffs and regulates contract labor. These laws may restrict our ability to have
human resource policies that would allow us to react swiftly to the needs of our business, discharge employees or downsize. We may also experience labor unrest
in the future, which may delay our construction schedules or disrupt our operations. If such delays or disruptions occur or continue for a prolonged period of time,
our processing capacity and overall profitability could be negatively affected. We also depend on third party contract labor. It is possible under Indian law that we
may be held responsible for wage payments to these laborers if their contractors default on payment. We may be held liable for any non-payment by contractors
and any such order or direction from a court or any other regulatory authority may harm our business, results of our operations and cash flows.
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Foreign investment laws in India include certain restrictions, which may affect our future acquisitions or investments in India.
India regulates ownership of Indian companies by non-residents, although some restrictions on foreign investment have been relaxed in recent years. Under
current Indian regulations, transfers of shares between non-residents and residents are permitted (subject to certain exceptions) if they comply with, among other
things, the guidelines specified by the Reserve Bank of India in relation to pricing and valuation of such shares and certain reporting requirements for such
transactions specified by the Reserve Bank of India. If the transfer of shares is not in compliance with such pricing guidelines or reporting requirements, or falls
under any of the exceptions specified by the Reserve Bank of India, the prior approval of the Reserve Bank of India will be required before any such transfer may
be consummated. We may not be able to obtain any required approval from the Reserve Bank of India or any other Indian regulatory authority on any particular
terms or at all.
For example, under its consolidated foreign direct investment policy, the Indian government has set out additional requirements for foreign investments in
India, including requirements with respect to downstream investments by Indian companies owned or controlled by non-resident entities and the transfer of
ownership or control, from resident Indian persons or entities to non-residents, of Indian companies in sectors with limits on foreign investment. As substantially all
of AZI’s equity shares are directly held by Azure Power Global Limited, it would be considered an entity owned and controlled by non-residents under applicable
Indian laws. Accordingly, any downstream investment by AZI into another Indian company will have to be in compliance with conditions applicable to such Indian
entity, in accordance with the consolidated foreign direct investment policy. There are guidelines in relation to pricing and valuation of shares and restrictions on
sources of funding for such investments. While these guidelines currently do not materially limit our planned investments in our Indian subsidiaries, to the extent
they become more restrictive, they may restrict our ability to make further equity investments in India, including through Azure Power Global Limited.
Further, India’s Foreign Exchange Management Act, 1999, as amended, and the rules and regulations promulgated thereunder prohibit us from borrowing
from our Indian subsidiaries. We are permitted to lend to our Indian subsidiaries subject to compliance with India’s policy on external commercial borrowings as
notified by the Reserve Bank of India from time to time, which specifies certain conditions, including in relation to eligible lenders and borrowers, permitted end
use and limits on the all-in-cost.
Our ability to raise foreign capital may be constrained by Indian law.
Our Indian subsidiaries are subject to exchange controls that regulate borrowing in foreign currencies. Such regulatory restrictions limit our financing
sources and hence could constrain our ability to obtain financings on competitive terms and refinance existing indebtedness. In addition, we cannot assure you that
the required approvals will be granted to us without onerous conditions, or at all. Limitations on raising foreign debt may have an adverse impact on our business
growth, financial condition, results of operations and cash flows.
Imposition of anti-dumping or safeguard duties on solar equipment imports may increase our costs and affect our margins.
The Ministry of Finance of the Indian government imposed a 25% safeguard duty on import of solar panels from July 30, 2018 to July 29, 2019, which will
be lowered to 20% for the ensuing six months and 15% for the six months thereafter. While certain solar power producers approached the High Court of Orissa and
obtained an interim stay in July 2018, the Supreme Court of India overturned this order on September 11, 2018, and accordingly the safeguard duty continues to be
in effect.
Our PPAs typically contain change-in-law provisions which permit us to pass on such increases to our offtakers with an upward revision of tariff by
obtaining an order to this effect from the relevant electricity regulatory commissions. While we have commenced submitting change-in-law petitions before
relevant electricity regulatory commissions, we cannot assure you that the electricity regulatory commissions will revise relevant tariffs sufficiently or at all. To the
extent we are unable to pass on the impact of the imposition of safeguard duty to our offtakers, in part or in whole, under any of our PPAs, our increased costs of
purchase of solar panels could adversely affect our operating results, cash flows and financial condition.
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Investors may not be able to enforce a judgment of a foreign court against our Indian subsidiaries, certain of our directors, or our key management, except by
way of a suit in India on such judgment.
All of our operating subsidiaries are incorporated under the laws of India. In addition, certain of our directors and substantially all of our key management
personnel reside in India, and all or a substantial portion of our assets and such persons are located in India. As a result, it may not be possible for investors to effect
service of process upon such persons outside India, or to enforce judgments obtained against such parties outside India. In India, recognition and enforcement of
foreign judgments are provided for under Section 13 and Section 44A of the Civil Procedure Code, 1908 (the “Civil Code”) on a statutory basis. Section 13 of the
Civil Code provides that a foreign judgment shall be conclusive regarding any matter directly adjudicated upon, except: (i) where the judgment has not been
pronounced by a court of competent jurisdiction; (ii) where the judgment has not been given on the merits of the case; (iii) where it appears on the face of the
proceedings that the judgment is founded on an incorrect view of international law or a refusal to recognize the law of India in cases to which such law is
applicable; (iv) where the proceedings in which the judgment was obtained were opposed to natural justice; (v) where the judgment has been obtained by fraud; and
(vi) where the judgment sustains a claim founded on a breach of any law then in force in India.
Under the Civil Code, a court in India shall, upon the production of any document purporting to be a certified copy of a foreign judgment, presume that the
judgment was pronounced by a court of competent jurisdiction unless the contrary appears on record.
India is not a party to any international treaty in relation to the recognition or enforcement of foreign judgments. Section 44A of the Civil Code provides
that where a foreign judgment has been rendered by a superior court, within the meaning of such section, in any country or territory outside India, which the Indian
government has by notification declared to be a reciprocating territory, it may be enforced in India by proceedings in execution as if the judgment had been
rendered by the relevant court in India. However, Section 44A of the Civil Code is applicable only to monetary decrees not being in the nature of any amounts
payable in respect of taxes, other charges of a like nature or in respect of a fine or other penalties and does not apply to arbitration awards. Further, the execution of
the foreign decree under Section 44A of the Civil Code is also subject to the exceptions under Section 13 of the Civil Code.
The United Kingdom, Singapore and Hong Kong (among others) have been declared by the Indian government to be reciprocating territories for the
purposes of Section 44A. However, the United States has not been declared by the Indian government to be a reciprocating territory for the purposes of
Section 44A of the Civil Code. Accordingly, a judgment of a court in a country which is not a reciprocating territory may be enforced in India only by a fresh
proceeding suit instituted in a court of India and not by proceedings in execution. Such a suit has to be filed in India within three years from the date of the
judgment in the same manner as any other suit filed in India to enforce a civil liability in India. It is unlikely that a court in India would award damages on the same
basis as a foreign court would, if an action were brought in India. Further, it is unlikely that an Indian court would enforce foreign judgments if that court were of
the view that the amount of damages awarded was excessive or inconsistent with Indian public policy. A party seeking to enforce a foreign judgment in India is
required to obtain approval from the RBI to repatriate outside India any amount recovered pursuant to the execution of such judgment and such amount may be
subject to income tax in accordance with applicable laws. In addition, any judgment awarding damages in a foreign currency would be converted into Indian
Rupees on the date of the judgment and not the date of payment. We cannot predict whether a suit instituted in an Indian court will be disposed of in a timely
manner or be subject to considerable delay.
Changing laws, rules and regulations and legal uncertainties, including adverse application of corporate and tax laws, may adversely affect our business,
financial condition, results of operations, cash flows and prospects.
The regulatory and policy environment in which we operate is evolving and subject to change. Such changes, including the instances mentioned below,
may adversely affect our business, financial condition, results of operations, cash flows and prospects, to the extent that we are unable to suitably respond to and
comply with any such changes in applicable law and policy.
• The Ministry of Finance of the Indian government recently imposed a 25% safeguard duty on import of solar panels from July 30, 2018 to July 29,
2019, which will be lowered to 20% for the ensuing six months and 15% for the six months thereafter. While certain solar power producers approached
the High Court of Orissa and obtained an interim stay in July 2018, the Supreme Court of India overturned this order on September 11, 2018, and
accordingly the safeguard duty continues to be in effect.
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• A comprehensive national goods and services tax (“GST”) regime that combines taxes and levies by the central and state governments into a unified
rate structure has come into effect since July 1, 2017 , unifying and replacing various indirect taxes applicable earlier. The GST rules were amended
multiple times since the effective date. The GST has led to a minor increase in the cost of operations of the onshore s ubsidiaries part of Solar Green
Bond (“ Restricted Subsidiaries ”) since various services received by the onshore Restricted Subsidiaries are now taxed at the rate of 18% under GST as
compared to the earlier service tax which was charged at the rate of 15%. Any further amendment to the GST rules may result in addition to project
costs and operation costs of the power plants.
• The Indian government has also amended the Income Tax Act, 1961 in respect of the manner of determining the ‘tax residency’ of a company in India
with effect from April 1, 2017. Previously, a foreign company could be a tax resident of India only if its control and management was situated wholly
in India. Under the amended rules, a company will be treated as tax resident of India if (i) it is an Indian company; or (ii) its place of effective
management (“POEM”) is in India. POEM is defined in the Income Tax Act, 1961, to mean a place where key management and commercial decisions
that are necessary for the conduct of the business of an entity as a whole are, in substance, made. The Indian government has also issued the final
guidelines for determining the POEM of a company on January 24, 2017. The applicability of the amended provisions and the treatment of our
subsidiaries under such provisions is uncertain.
• The provisions of the General Anti-Avoidance Rules (“GAAR”) came into effect on April 1, 2017. The GAAR provisions can be invoked once an
arrangement is regarded as an “impermissible avoidance arrangement”, which is any arrangement, or a part of it, the main purpose of which is to obtain
a tax benefit and which satisfies at least one of the following tests: (i) creates rights, or obligations, which are not ordinarily created between persons
dealing at arm’s length; (ii) results, directly or indirectly, in misuse, or abuse, of the provisions of the Income Tax Act, 1961; (iii) lacks commercial
substance or is deemed to lack commercial substance, in whole or in part; or (iv) is entered into, or carried out, by means, or in a manner, which is not
ordinarily employed for bona fide purposes. The onus to prove that the transaction is not an “impermissible avoidance agreement” is on the assessee,
i.e. an arrangement shall be presumed, unless it is proved to the contrary by the assessee. If GAAR provisions are invoked, then the tax authorities have
wide powers, including denial of tax benefit or a benefit under a tax treaty the consequences and effects of which are not determinable at present. Such
effects could materially and adversely affect our business, prospects, cash flows, financial condition and results of operations.
Uncertainty in the applicability, interpretation or implementation of any amendment to, or change in, governing law, regulation or policy in the
jurisdictions in which we operate, including by reason of an absence, or a limited body, of administrative or judicial precedent may be time consuming as well as
costly for us to resolve and may impact the viability of our current business or restrict our ability to grow our business in the future.
Natural calamities could have a negative impact on the Indian economy and adversely affect our business and project operations.
India has experienced natural calamities such as earthquakes, tsunamis, floods and drought in the past few years. In December 2016, cyclonic storm
resulted in heavy rains over the state of Tamil Nadu in southern India and adjoining areas, as a result of which, many parts of Tamil Nadu and Andhra Pradesh
witnessed massive damage. In May 2018, high-velocity dust storms swept across the northern region in India resulting in destruction of infrastructure including
electric poles and mass casualties. The extent and severity of these natural disasters determines their impact on the Indian economy. If climatic conditions or natural
disasters occur in areas where our solar projects and project teams are located, project development, connectivity to the power grid and the provision of O&M
services may be adversely affected. In particular, materials may not be delivered as scheduled and labor may not be available. Substantially all of our operations
and employees are located in India and there can be no assurance that we will not be adversely affected by natural disasters in the future.
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War, terrorist acts and other acts of violence involving India or other neighboring countries could significantly harm our operations directly, or may result in a
more general loss of customer confidence and reduced investment in these countries that causes significant harm to our business, results of operations, cash
flows and financial condition.
Terrorist attacks and other acts of violence or war involving India or other neighboring countries may significantly harm the Indian markets and the
worldwide financial markets. The occurrence of any of these events may result in a loss of business confidence, which could potentially lead to economic recession
and generally cause significant harm to our business, results of operations, cash flows and financial condition. In addition, any deterioration in international
relations may result in investor concern regarding regional stability, which could decrease the price of our equity shares.
South Asia has also experienced instances of civil unrest and hostilities among neighboring countries from time to time. There have also been incidents in
and near India such as terrorist attacks in Mumbai, Delhi and on the Indian Parliament, troop mobilizations along the Pakistan and Chinese borders and an
aggravated geopolitical situation in the region. Such military activity or terrorist attacks in the future could significantly harm the Indian economy by disrupting
communications and making travel more difficult. Resulting political tensions could create a greater perception that investments in Indian companies involve a high
degree of risk. Furthermore, if India were to become engaged in armed hostilities, particularly hostilities that were protracted or involved the threat or use of
nuclear weapons, we might not be able to continue our operations. Our insurance policies for a certain part of our business do not cover terrorist attacks or business
interruptions from terrorist attacks or for other reasons.
Risks Related to Investments in Mauritian Companies
As our shareholder, you may have greater difficulties in protecting your interests than as a shareholder of a United States corporation.
We are incorporated under the laws of Mauritius. The laws generally applicable to United States corporations and their shareholders may provide
shareholders of United States corporations with rights and protection for which there may be no corresponding or similar provisions under the Companies Act 2001
of Mauritius, as amended, or the Mauritius Companies Act. As such, being shareholder of our equity shares, you may or may not be accorded the same level of
shareholder rights and protection that a shareholder of a United States corporation may be accorded under the laws generally applicable to United States
corporations and their shareholders. Taken together with the provisions of our constitution, which we adopted with effect upon completion of our public offering in
October 2016, or Constitution, some of these differences may result in you having greater difficulties in protecting your interests as our shareholder than you would
have as a shareholder of a United States corporation. This affects, among other things, the circumstances under which transactions involving an interested director
are voidable, whether an interested director can be held accountable for any benefit realized in a transaction with us, what rights you may have as a shareholder to
enforce specified provisions of the Mauritius Companies Act or our Constitution, and the circumstances under which we may indemnify our directors and officers.
We may become subject to unanticipated tax liabilities that may have a material adverse effect on our results of operations.
We are structured as a Global Business Company (“GBC”) in Mauritius. A GBC must at all times:
(i) Carry out its core income generating activities in or from Mauritius by:
- employing either directly or indirectly a reasonable number of qualified persons to carry out the core activities, and
- having a minimum level of expenditure, which is proportionate to its level of activities
(ii) Be managed and controlled from Mauritius; and
(iii)Be administered by a Management Company.
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In a circular addressed to Management Companies dated October 12, 2018, the Financial Services Commission in Mauritius have advised that going
forward, in assessing the exact substance requirements to be met by a GBC, they shall consider the nature and level of core income generating activities conducted
(including the use of technology) by the GBC and taking into account the circumstances of each GBC, based on the following indicative guidelines:
Non-financial services activities
Investment holding (excluding IP rights)
Non-investment holding
Minimum
expenditure
(U.S. dollar)
12,000
15,000
Employment in Mauritius (direct or indirect)
No minimum employment specified
If annual turnover is:
-Less than US$100 million – minimum of one
-More than US$100 million – minimum of two
Generally, the income tax rate for GBCs is at 15%, but subject to meeting certain prescribed conditions, a partial exemption of 80% may be allowed
against certain types of income such as foreign source dividend and interest. Where the GBC derives income which is subject to foreign tax, and where the said
partial exemption has not been applied, the amount of foreign tax paid may be allowed as a credit against income tax payable in Mauritius in respect of that income.
Anti-takeover provisions in our constitutional documents and under Mauritius law could make an acquisition of us, which may be beneficial to our
shareholders, more difficult and may prevent attempts by our shareholders to replace or remove our current management and limit the market price of our
equity shares.
Provisions in our Constitution may have the effect of delaying or preventing a change in control or changes in our management. Our Constitution includes
the following provisions which may be regarded as defensive measures:
•
•
•
•
•
a staggered Board of Directors;
the ability to issue additional equity shares (including “blank check” preferred stock);
granting directors, the absolute discretion to decline to register a transfer of any shares;
requiring that amendments to our Constitution be approved by a special resolution of the shareholders of our company; and
limiting the liability of, and providing indemnification to, our directors and officers.
These provisions may restrict or prevent any attempts by our shareholders to replace or remove our current management by making it more difficult for
shareholders to replace members of our Board of Directors, which is responsible for appointing the members of our management team. The provisions could also
deprive our shareholders of the opportunity to sell their shares at a premium over the prevailing market price by discouraging third parties from seeking to obtain
control of our company in a tender offer or similar transactions.
Risks Related to Our Equity Shares
An active or liquid trading market for our equity shares may not be maintained.
An active, liquid trading market for our equity shares may not be maintained in the long term and we cannot be certain that any trading market for our
equity shares will be sustained or that the present price will correspond to the future price at which our equity shares will trade. Loss of liquidity could increase the
price volatility of our equity shares.
Any additional issuance of equity shares or other equity-related securities would dilute the positions of existing investors in the equity shares and could
adversely affect the market price of our equity shares. We cannot assure you that our equity shares will not decline below their prevailing market price. You may be
unable to sell your equity shares at a price that is attractive to you.
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The market price of our equity shares has been and may continue to be volatile, and you could lose all or part of your investment.
The trading price of our equity shares has been volatile since our initial public offering, and is likely to continue to be volatile. Factors that could cause
fluctuations in the market price of our equity shares include — trading volume, prices of other securities, market trends, growth of other comparable companies,
changes in operating performance, sale of additional shares in the market by us or by other investors, coverage by security analysts, changes in financial estimates,
failure to meet analyst or market expectations, press releases by us or our competitors, market speculations, changes in tax and other incentives, regulatory and
policy changes, litigations, business acquisitions, changes in accounting standards and economic conditions.
Further, in recent years the stock markets have experienced extreme price and volume fluctuations that have affected and continue to affect the market
prices of equity securities of many companies. These fluctuations often have been unrelated or disproportionate to the operating performance of those companies.
In addition, the stock prices of many renewable energy companies have experienced wide fluctuations that have often been unrelated to the operating performance
of those companies. These broad market and industry fluctuations, as well as general economic, political and market conditions such as recessions, government
shutdowns, interest rate changes, or international currency fluctuations, may cause the market price of our equity shares to decline.
Sales of a substantial number of our equity shares in the public market, including by our existing stockholders, could cause our stock price to fall.
Sales of a substantial number of our equity shares in the public market, or the perception that the sales might occur, could depress the market price of our
equity shares and could impair our ability to raise capital through the sale of additional equity securities. We are unable to predict the effect that these sales and
others may have on the prevailing market price of our equity shares.
In addition, certain of our stockholders can require us to register shares of our capital stock owned by them for public sale in the United States. We have
also filed a registration statement to register our equity shares reserved for future issuance under our equity compensation plans. Subject to the satisfaction of
applicable exercise periods and applicable volume and restrictions that apply to affiliates, our equity shares issued upon exercise of outstanding options will
become available for immediate resale in the public market upon issuance.
Future sales of our equity shares may make it more difficult for us to sell equity securities in the future at a time and at a price that we deem appropriate.
These sales also could cause the market price of our equity shares to decline and make it more difficult for you to sell our equity shares.
You may have difficulty enforcing judgments against us, our directors and management.
We are incorporated under the laws of Mauritius. Further, we conduct substantially all of our operations in India through our key operating subsidiary in
India. The majority of our directors and officers reside outside the United States, and a majority of our assets and some or all of the assets of such persons are
located outside the United States. As a result, it may be difficult or impossible to effect service of process within the United States upon us or those persons, or to
recover against us or them on judgments of United States courts, including judgments predicated upon the civil liability provisions of the United States federal
securities laws. An award of punitive damages under a United States court judgment based upon United States federal securities laws is likely to be construed by
Mauritian and Indian courts to be penal in nature and therefore unenforceable in both Mauritius and India. Further, no claim may be brought in Mauritius or India
against us or our directors and officers in the first instance for violation of United States federal securities laws because these laws have no extraterritorial
application under Mauritian or Indian law and do not have force of law in Mauritius or India. However, a Mauritian or Indian court may impose civil liability,
including the possibility of monetary damages, on us or our directors and officers if the facts alleged in a complaint constitute or give rise to a cause of action under
Mauritian or Indian law. Moreover, it is unlikely that a court in Mauritius or India would award damages on the same basis as a foreign court if an action were
brought in Mauritius or India or that a Mauritian or Indian court would enforce foreign judgments if it viewed the amount of damages as excessive or inconsistent
with Mauritius or Indian practice or public policy.
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The courts of Mauritius or India would not automatically enforce judgments of United States courts obtained in actions against us or our directors and
officers, predicated upon the civil liability provisions of the United States federal securities laws, or entertain actions brought in Mauritius or India against us or
such persons predicated solely upon United States federal securities laws. Further, there is no treaty in effect between the United States and Mauritius providing for
the enforcement of judgments of United States courts in civil and commercial matters and the United States has not been declared by the Indian government to be a
reciprocating territory for the purposes of enforcement of foreign judgments, and there are grounds upon which Mauritian or Indian courts may decline to enforce
the judgments of United States courts. Some remedies available under the laws of United States jurisdictions, including remedies available under the United States
federal securities laws, may not be allowed in Mauritian or Indian courts if contrary to public policy in Mauritius or India. Because judgments of United States
courts are not automatically enforceable in Mauritius or India, it may be difficult for you to recover against us or our directors and officers based upon such
judgments. In India, prior approval of the Reserve Bank of India is required in order to repatriate any amount recovered pursuant to such judgments.
We do not expect to pay any cash dividends on our equity shares.
We have not paid dividends on any of our equity shares to date and we currently intend to retain our future earnings, if any, to fund the development and
growth of our business. As a result, capital appreciation, if any, of our equity shares are likely to be your sole source of gain for the foreseeable future.
Consequently, you will likely only experience a gain from your investment in our equity shares if the price of our equity shares increases.
In addition, our ability and decisions whether to pay dividends in the future will depend on our earnings, financial condition and capital requirements.
Dividends to U.S. holders may be negatively affected by foreign currency fluctuations. We may not generate sufficient income to cover our operating expenses and
pay dividends to our shareholders, or at all. Our ability to pay dividends also could be restricted under financing arrangements that we may enter into in the future
and we may be required to obtain the approval of lenders in the event we are in default of our repayment obligations. We may be unable to pay dividends in the
near or medium term, and our future dividend policy will depend on our capital requirements, financing arrangements, results of operations and financial condition.
Dividends distributed by us will attract dividend distribution tax at rates applicable from time to time.
Our holding company will have to rely principally on dividends and other distributions on equity paid by our operating subsidiaries and limitations on their
ability to pay dividends to us could adversely impact your ability to receive dividends on our equity shares.
Since we cannot borrow from our Indian subsidiaries, dividends and other distributions on equity paid by our operating subsidiaries will be our principal
source for cash in order for us to fund our operations including corporate expenses. Accordingly, we may need to issue additional equity or borrow funds, either of
which may be unavailable on attractive terms, if at all.
If our operating subsidiaries incur debt on their own behalf in the future, the instruments governing the debt may restrict their ability to pay dividends or
make other distributions to our holding company. As our key operating subsidiary is established in India, it is also subject to certain limitations with respect to
dividend payments. As of the date of this annual report, AZI has not paid any cash dividends on its equity shares and does not intend to pay dividends to its equity
shareholders, including Azure Power Global Limited, in the foreseeable future. Moreover, as we do not own 100% of AZI, any dividend payment made by AZI to
us will also involve a payment to the other shareholders of AZI.
As a foreign private issuer, we are permitted to, and we will, follow certain home country corporate governance practices in lieu of certain requirements
applicable to U.S. issuers. This may afford less protection to holders of our equity shares.
As a foreign private issuer listed on the New York Stock Exchange, or NYSE, we are permitted to follow certain home country corporate governance
practices in lieu of certain NYSE requirements. A foreign private issuer must disclose in its annual reports filed with the SEC, each NYSE requirement with which
it does not comply followed by a description of its applicable home country practice. As a company incorporated in Mauritius and which is listed on the NYSE, we
may follow our home country practice with respect to the composition of our Board of Directors and
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executive sessions. Unlike the requirements of the NYSE, the corporate governance practice and requirements in Mauritius do not require us as a GBC1 to have the
majority of our Board of Directors be independent or to hold regular executive sessions where only independent directors shall be present. Such Mauritian home
country practices may afford less protection to holders of our equity shares than would be available to the shareholders of a U.S. corporation.
If we cease to qualify as a foreign private issuer, we would be required to comply fully with the reporting requirements of the Exchange Act applicable to U.S.
domestic issuers, and we would incur significant additional legal, accounting and other expenses that we would not incur as a foreign private issuer.
As a foreign private issuer, we are exempt from a number of rules and regulations under the Securities Exchange Act of 1934, or the Exchange Act,
applicable to U.S. domestic issuers, including the furnishing and content of proxy statements, compliance with the reporting and short-swing profit recovery
provisions contained in Section 16 of the Exchange Act applicable to executive officers, directors and principal shareholders. We are not required under the
Exchange Act to file periodic reports and financial statements with the SEC as frequently or as promptly as U.S. domestic issuers, and we are not required to
disclose in our periodic reports all of the information that U.S. domestic issuers are required to disclose. If we do not qualify as a foreign private issuer, we will be
required to comply fully with the reporting requirements of the Exchange Act applicable to U.S. domestic issuers, and we will incur significant additional legal,
accounting and other expenses that we would not incur as a foreign private issuer.
For as long as we are an “emerging growth company,” we will not be required to comply with certain reporting requirements that apply to other public
companies.
We are an “emerging growth company,” as defined in the JOBS Act, enacted on April 5, 2012. For as long as we continue to be an emerging growth
company, we may choose to take advantage of certain exemptions from reporting requirements applicable to other public companies that are not emerging growth
companies. These include: (1) not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, (2) not being
required to comply with any new requirements adopted by the Public Company Accounting Oversight Board, or the PCAOB, requiring mandatory audit firm
rotation or a supplement to the auditor’s report in which the auditor would be required to provide additional information about the audit and the financial statements
of the issuer, (3) not being required to comply with any new audit rules adopted by the PCAOB after April 5, 2012 unless the SEC determines otherwise, and
(4) not being required to provide certain disclosure regarding executive compensation required of larger public companies. We could be an emerging growth
company for up to five years from the end of fiscal year 2017, although, if the market value of our equity shares that is held by non-affiliates exceeds US$
700 million as of any September 30 before the end of that five-year period, we would cease to be an emerging growth company as of the following April 1. The
Company early adopted certain new accounting pronouncements that are applicable for public companies and irrevocably elected to follow the public company
accounting requirements. This will result in adoption of Financial Accounting Standards Board (“FASB”)’s Accounting Standard Updates (“ASU”), as it would be
applicable for other public companies. We cannot predict if investors will find our equity shares less attractive if we choose to rely on these exemptions. If some
investors find our equity shares less attractive as a result of any choices to reduce future disclosure, there may be a less active trading market for our equity shares
and our share price may be more volatile. Further, as a result of these scaled regulatory requirements, our disclosure may be more limited than that of other public
companies and you may not have the same protections afforded to shareholders of such companies.
You may be subject to Indian taxes on income arising through the sale of our equity shares.
Pursuant to recent amendments to the Indian Income Tax Act, 1961, as amended, income arising directly or indirectly through the sale of a capital asset,
including any share or interest in a company or entity registered or incorporated outside of India, will be liable to tax in India, if such share or interest derives,
directly or indirectly, its value substantially from assets (whether tangible or intangible) located in India and whether or not the seller of such share or interest has a
residence, place of business, business connection, or any other presence in India. The share or interest of the company or entity registered or incorporated outside of
India is deemed to derive its value substantially from the assets located in India if the value of such Indian assets exceeds INR 100 million and represents at least
50% of the value of all the assets owned by the company or entity registered or incorporated outside of India. Substantially all of our assets are located in India.
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However, if the transferor of share or interest in a company or entity registered or incorporated outside of India (along with its associated enterprises),
neither holds the right of management or control in the company or entity registered or incorporated outside of India nor holds voting power or share capital or
interest exceeding 5% of the total voting power or total share capital or interest in the company or entity registered or incorporated outside of India, at any time
during the twelve months preceding the date of transfer, such small shareholders are exempt from the indirect transfer provisions mentioned above. The
amendments also do not deal with the interplay between the amendments to the Indian Income Tax Act, 1961, as amended, and the existing Double Taxation
Avoidance Agreements that India has entered into with countries such as the United States in case of an indirect transfer. Accordingly, the implications of the
recent amendments are presently unclear. If it is determined that these amendments apply to a holder of our equity shares, such holder could be liable to pay taxes
in India on such income.
If securities or industry analysts do not publish or cease publishing research or reports about us, our business or our market, or if they change their
recommendations regarding our equity shares adversely, our stock price and trading volume could decline.
The trading market for our equity shares is influenced by the research and reports that industry or securities analysts publish about us, our business, our
market or our competitors. If any of the analysts who cover us or may cover us in the future change their recommendation regarding our stock adversely, or provide
more favorable relative recommendations about our competitors, our stock price would likely decline. If any analyst who covers us or may cover us in the future
were to cease coverage of our company or fail to regularly publish reports on us, we could lose visibility in the financial markets, which in turn could cause our
stock price or trading volume to decline.
Future issuances of any equity securities may cause a dilution in your shareholding, decrease the trading price of our equity shares, and restrictions agreed to
as part of debt financing arrangements may place restrictions on our operations.
Any issuance of equity securities after our initial offering could dilute the interests of our shareholders and could substantially decrease the trading price of
our equity shares. We may issue equity or equity-linked securities in the future for a number of reasons, including to finance our operations and business strategy
(including in connection with acquisitions and other transactions), to adjust our ratio of debt to equity, to satisfy our obligations upon the exercise of then-
outstanding options or other equity-linked securities, if any, or for other reasons. Issuance of such additional securities may significantly dilute the equity interests
of investors, since initial offering who will not have pre-emptive rights with respect to such an issuance, subordinate the rights of holders of equity shares if
preferred shares are issued with rights senior to those afforded to our equity shares, or harm prevailing market prices for our equity shares.
We may not be able to successfully complete acquisitions or enhance post-acquisition performances.
In addition to our organic growth, we intend to continue to accelerate our business growth through strategic acquisitions when suitable opportunities arise.
However, our ability to consummate acquisitions is subject to various risks and uncertainties, including:
•
•
•
•
failure to identify suitable acquisition targets and reach agreement on commercially reasonable terms;
failure to obtain sufficient financing on acceptable terms to fund the proposed acquisitions;
failure to obtain regulatory approvals and third-party consents necessary to consummate the proposed acquisitions; and
other companies, many of which may have greater financial, marketing and sales resources, may compete with us for the right to acquire such product
candidates, products or businesses.
Even if we are able to consummate acquisitions, our ability to grow our business through such acquisitions remains subject to further risks and
uncertainties which could materially and adversely affect our business, financial condition and results of operations, including that:
• we are unable to integrate the acquired businesses with our existing business and operations;
•
the acquired businesses do not provide us with the resources we had anticipated;
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•
the acquired businesses are subject to unforeseen or hidden liabilities;
• we are unable to effectively manage our enlarged business operations or manage the acquired businesses that may operate in new markets or geographic
regions; and
•
the acquired businesses do not generate the revenue and profitability we had anticipated.
Furthermore, the process of pursuing and consummating acquisitions and integrating and managing acquired businesses, whether or not successful, could
divert our resources and management attention from our existing business and disrupt our operations.
We may be classified as a passive foreign investment company, which could result in adverse U.S. federal income tax consequences to certain U.S. investors of
our equity shares.
We believe that we were not a passive foreign investment company (“PFIC”) for our taxable year ending March 31, 2019 and that, based on the present
composition of our income and assets and the manner in which we conduct our business, we will not be a PFIC in our current taxable year or in the foreseeable
future. Whether we are a PFIC is a factual determination made annually, and our status could change depending, among other things, upon changes in the
composition and amount of our gross income and the relative quarterly average value of our assets. In particular, if we generate a small amount of gross income
that is attributable to passive income in a taxable year, then there is a risk that we may be a PFIC for that year. If we were a PFIC for any taxable year in which you
hold our equity shares, you generally would be subject to additional taxes on certain distributions and any gain realized from the sale or other taxable disposition of
our equity shares regardless of whether we continued to be a PFIC in any subsequent year, unless you mark your equity shares to market for tax purposes on an
annual basis. You are encouraged to consult your own tax advisor as to our status as a PFIC and the tax consequences to you of such status. See “Item 10.
Additional Information — E. Taxation — U.S. Federal Income Taxation — Passive Foreign Investment Company Status.”
If a United States person is treated as owning at least 10% of our equity shares, the holder may be required to include amounts in its U.S. taxable income even
if we do not make distributions to our shareholders.
If a United States person is treated as owning (directly, indirectly, or constructively) at least 10% of the value or voting power of our equity shares, that
person may be required to include certain amounts in its U.S. taxable income even if we make no distributions to our shareholders. A United States person that is
treated as owning (directly, indirectly, or constructively) at least 10% of the value or voting power of our equity shares will be treated as a “United States
shareholder” with respect to each “controlled foreign corporation” in our group. As a result of tax legislation enacted in 2017, it is not certain under what
circumstances our non-U.S. subsidiaries will be treated as controlled foreign corporations. However, because our group includes U.S. subsidiaries, our non-U.S.
subsidiaries could be treated as controlled foreign corporations with respect to any United States shareholders (regardless of whether or not we are treated as a
controlled foreign corporation). A United States shareholder of a controlled foreign corporation in our group would be required to report annually and include in its
U.S. taxable income its pro rata share of “Subpart F income”, “global intangible low-taxed income,” and investments in United States property, if any, related to
that controlled foreign corporation, regardless of whether we make any distributions. An individual that is a United States shareholder with respect to a controlled
foreign corporation generally would not be allowed certain tax deductions or foreign tax credits that would be allowed to a United States shareholder that is a U.S.
corporation. Failure to comply with these reporting obligations may subject a United States shareholder to significant monetary penalties and may prevent the
statute of limitations with respect to such shareholder’s U.S. federal income tax return for the year for which reporting was due from starting. Because we do not
maintain U.S. tax books and records, we do not expect to be able to furnish to any United States shareholders the information that may be necessary to comply with
the shareholder’s reporting and taxpaying obligations under these rules. A U.S. investor should consult its advisors regarding the potential application of these rules
to an investment in our equity shares, including the possibility that the investor may be treated as a “United States shareholder” as a result of direct, indirect or
constructive ownership of our equity shares.
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ITEM 4. INFORMATIO N ON THE COMPANY
A. History and Development of the Company
Our legal and commercial name is Azure Power Global Limited. We are a public company limited by shares incorporated in Mauritius on January 30,
2015. Our registered office is located at c/o AAA Global Services Ltd., 1st Floor, The Exchange 18 Cybercity, Ebene, Mauritius. Our principal executive offices
are located at: 3rd Floor, Asset 301-304 and 307, WorldMark 3, Aerocity, New Delhi—110037, India, and our telephone number at this location is (91-11)
49409800. Our principal website address is www.azurepower.com. The SEC also maintains an internet site at www.sec.gov that contains reports, proxy and
information statements, and other information regarding registrants that make electronic filings with the SEC. Our agent for service of process in the United States
is CT Corporation System, located at 28 Liberty Street, New York, NY 10005.
Founded by Inderpreet Wadhwa in 2008, we developed India’s first utility scale solar project in 2009. As of March 31, 2019, we operated 41 utility scale
projects and several commercial rooftop projects with a combined rated capacity of 1,441 MW which represents a compound annual growth rate, or CAGR,
of 89%, since March 2012. As of such date we were also constructing 13 projects with a combined rated capacity of 386 MW and had an additional 1,529 MW
committed, bringing our total portfolio capacity to 3,356 MW. Additionally, in April 2019, we commissioned 150 MW of the Rajasthan 5 solar power project,
bringing our combined rated capacity to 1,591 MW. Megawatts committed represents the aggregate megawatt rated capacity of solar power plants pursuant to
customer power purchase agreements, or PPAs, signed or allotted but not yet commissioned and operational as of the reporting date.
B. Business Overview
Our mission is to be the lowest-cost power producer in the world. We sell solar power in India on long-term fixed price contracts to our customers, at
prices which in many cases are at or below prevailing alternatives for these customers. We are also developing micro-grid applications for the highly fragmented
and underserved electricity market in India. Since 2011, we have achieved an 85% reduction in total solar project cost, including an 86% decrease in balance of
systems costs, due in part to our value engineering, design and procurement efforts.
Indian solar capacity installed reached approximately 28 GW at the end of March 2019 with a target to achieve 100 GW of installed solar capacity by
2022. Solar power is a cleaner, faster-to-build and cost-effective alternative energy solution to coal and diesel-based power, the economic and climate costs of
which continue to increase every year. Through our use of solar power, we estimate that the Company has avoided the release of approximately 2.2 million tons
CO2, which is equivalent to the byproduct of burning approximately 1.6 million tons of coal.
We conduct our rooftop solar business under the brand “Azure Roof Power”. We believe that we have one of the largest rooftop portfolios in India and our
customers include large commercial real estate companies, a leading global chain of premium hotels, distribution companies in Smart Cities, warehouse owners,
train corporations and water supply companies. We entered into an arrangement for US$ 135 million, which we believe is the largest solar rooftop debt
warehousing financing in India, with a consortium led by International Finance Corporation, a member of the World Bank Group and attracted the participation of
leading institutions, including FMO - the Dutch development bank, Société de Promotion et de Participation pour la Coopération Economique (Proparco) – the
French development finance institution, and Oesterreichische Entwicklungsbank AG (OeEB) – the development bank of Austria.
Utility scale solar projects are typically awarded through government auctions. We believe the strong demand for our solar power is a result of the
following:
• Low levelized cost of energy. Our in-house EPC expertise, purely solar focus, advanced in-house O&M capability and efficient financial strategy
allow us to offer low-cost solar power solutions.
• Our integrated profile supports growth. Our integrated profile affords us greater control over project development, construction and operation, which
provides us with greater insight and certainty on our construction costs and timeline.
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• Strong value proposition for our customers. We manage the entire development and operation process, providing customers with long term fixed
price PPAs in addition to high levels of availability and service. This helps us win customer confidence and repeat business.
• Strong community partnerships. We hire from local communities and generally lease land with few alternative uses, providing local communities
with a stream of discretionary cash flow without displacing alternative business. As a result, we are able to build long term community relationships,
which allows us to improve our time of completion, further reducing project development risk.
• We take a leading role in policy initiatives. We provide input to the government to help it design an auction process supporting multiple winners at
differentiated price points and implement a transparent bidding process open to all participants.
We generate revenue from a mix of leading government utilities and commercial entities. Because we have our own EPC and O&M capabilities, we retain
the profit margins associated with those services that other project developers may need to pay to third-party providers.
Market Opportunity
India is the most populous democracy in the world with a population of more than 1.34 billion. India’s GDP has grown at around 6-7% post the economic
liberalization of the economy in 1991, making it one of the fastest-growing economies in the world. Improvements in macro-economic stability due to ongoing
structural reforms, fiscal discipline, efficient delivery of services and financial inclusion have contributed significantly towards this robust growth.
An efficient, resilient, and financially robust power sector is essential for the growth of the Indian economy. A series of reforms in the 1990s and the
Electricity Act 2003 have moved the Indian power sector towards being a competitive market with multiple buyers and sellers supported by regulatory and
oversight bodies. India’s annual per capita electricity consumption reached 1.149 MWh in fiscal year 2018 as per the Central Electricity Authority (“CEA”) Report.
Although the annual per capita power consumption of India has grown significantly from 0.6 MWh in fiscal year 2010 to 1.149 MWh in 2018, it is among the
lowest in the world. The annual per capita electricity consumption of India was 0.9 MWh in fiscal year 2016, whereas countries like China and the United States
had a per capita electricity consumption of 4.3 MWh and 12.8 MWh, respectively, in fiscal year 2016. There are various factors such as electrification rates,
purchasing power, market saturation and electrical heating or cooling requirements, which impacts the per capita consumption levels globally. The energy and the
peak demand met (availability) have grown at a CAGR of 6.25% and 6.13%, respectively, in the last 10 years (fiscal year 2009 to fiscal year 2019). Whereas,
consumption has grown at a rate of around 7% during the same period. The difference in growth rate of consumption and availability is due to an improvement in
transmission and distribution losses.
Electricity demand is expected to rise in future due to increased electrification (led by many of the Indian government’s initiatives like “Power for All”,
“Make in India”, dedicated freight corridor, rural electrification and electric vehicles), increases in household purchasing power and industrial and agricultural
advancement. Further, there are other policy directives like DSM, Energy Conservation & Efficiency improvement programs such as Ujala and Street light national
program, which would lead to increase in electricity demand. The proposed amendments to the Electricity Act, 2003 and the National Tariff Policy, 2016 focuses
on boosting renewable energy in the future. In addition, the Indian government has also implimented initiatives like UDAY, which is expected to improve
DISCOM finances thus helping in bankability of capital investments.
Climate change has become a major concern for the world and India has committed to the global climate change initiative and has ratified the Paris
Agreement on Climate Change in October 2016. As part of the Nationally Determined Contributions (NDC), India has committed to reduce the emissions intensity
of its GDP by 33 – 35% by fiscal year 2030 from fiscal year 2005 levels.
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The renewable energy (“RE”) sector has been at the forefront of growth in capacity development in India with the country’s RE installed capacity
increasing by 6 times in the last 10 years. The share of RE capacity in the overall generation capacity mix has increased from 8% to 21% during this period. As per
CEA reports, renewable energy capacity is around 77.6 GW as on March 31, 2019, whereas total potential is over 1,000 GW.
Due to its favorable location in the solar belt, India is one of the best recipients of solar energy. About 5,000 trillion kWh per year energy is incident over
India's land area with most parts receiving 4-7 kWh per square meter per day. The solar power potential of the country remains largely untapped with only 28 GW
of installed power compared with 749 GW of potential. MNRE has pegged the highest solar energy potential in Rajasthan at 142 GW followed by Jammu and
Kashmir with 111 GW.
The share of solar energy of overall RE installed capacity has increased from 2% in 2009 to around 21% in 2018, growing at a CAGR of 40%. The sector
is supported by a well-established institutional framework with specific roles and responsibilities assigned to various stakeholders. For example, MNRE devises
key policies in the solar sector. Power from solar projects can be sold to DISCOMs under central or state schemes or to end consumers through open access or
captive route. Further, large scale adoption of solar capacity additions in India is primarily driven by various fiscal and regulatory incentives provided by the
Government of India. Some of these measures are:
• National Solar Mission (NSM) . This is a major initiative of the Indian government is to promote ecologically sustainable growth while addressing
India’s energy security challenge. NSM was introduced as part of India’s National Action Plan on Climate Change (“NAPCC”) in 2010 with a view to
deploy 20 GW of solar capacity by fiscal year 2022. The targets were subsequently revised to 100 GW in June 2015.
• Solar Renewable Purchase Obligation (“RPO”) . RPO was one of the important instruments of the Ministry or Power (“MOP”) to achieve the goal
of installing 175 GW of renewable energy by fiscal year 2022. MOP in consultation with the MNRE vide Order dated July 22, 2016 had notified the
trajectory of RPOs for non-solar as well as solar uniformly for all the States/ Union Territories for the period fiscal year 2017 to fiscal year 2019. Vide
its order dated June 14, 2018, MOP has notified the RPO for period fiscal year 2020 to fiscal year 2022. Solar RPO target is set at 10.5% by fiscal year
2022.
• Waiver of ISTS charges and losses for solar and wind energy projects . There are no interstate charges and losses for the sale of solar and wind
power for projects commissioned by March 31, 2022. The waiver will apply for a period of 25 years from the date of commissioning. The waiver is
applicable for only those projects awarded through competitive bidding and projects entering into PPAs with entities for compliance of their RPO.
• Solar Parks . The Indian government has established a plan to create 40 GW of solar parks by fiscal year 2022. Under this scheme, the park developer
(a joint venture between the state government nodal agency and central government nodal agency/private companies) is responsible for identifying and
acquiring land, obtaining clearances, building common infrastructure, making water available, maintaining the transmission network from the park to
the nearest grid substation, among other responsibilities. Solar parks are created with the intention of reducing the development risk for solar project
developers. The execution of this government initiative has faced challenges in terms of both land acquisition and evacuation of power generated in
solar parks. As of March 2019, only 21% of the planned target for fiscal year 2022 has been achieved. As of March 2019, 84% of our portfolio assets
are outside of solar parks, thus the delays in commissioning of our projects has not been materially affected by these challenges.
The solar energy sector has also benefited from declining tariffs driven by even higher declines in PV module costs, improvement in efficiency due to
greater scale of projects, access to long tenure financing and a drop in interest rates to finance solar projects.
These factors have been instrumental in increasing solar installations in India to approximately 28 GW as of March 31, 2019, which is a CAGR of 61%
between fiscal year 2014 and fiscal year 2019.
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Our Business Strategy and Approach
We sell energy to government utilities and independent industrial and commercial customers at predictable fixed prices. Since our energy generation does
not rely on fossil fuels, our electricity prices are insulated from the volatility of commodity pricing. We also provide delivery commitments for the electricity
production of our solar power plants to our customers.
The typical project plan timeline for our projects is approximately one year. The major stages of project life cycle are bidding, land acquisition, financing,
material delivery and installation, as well as monitoring and maintenance. Once a bid is won, a letter of intent is issued and all of our departments initiate their
activities. After that, the PPA is signed, which reflects the commercial operation date before which a plant should be commissioned. Generally, once the letter of
intent is received, we obtain the relevant land permits depending on whether the land is government-owned or private. Once land is obtained, our EPC team works
very closely to construct and deliver the plant in the most efficient manner. Once commissioned, our O&M team monitors performance of all the projects near real
time. We finance our projects with a mix of equity and debt.
We utilize our integrated project development, EPC, financing and O&M services without involving multiple third-party services. This approach has
allowed us to generate efficiencies of scale that further drive down system costs. A low cost structure allows us to bid for auctions strategically, which supports our
high auction win rate and helps preserve our market leading position in the solar power industry in India, which further reduces costs.
As the first developer and operator of utility scale solar assets in India, we believe that we are a well-established brand that has grown alongside the
burgeoning Indian solar market since 2009. We have proven to be a reliable developer that successfully and expediently executes on our development pipeline and
wins repeat business. As a result, we believe we have become one of the largest pure solar operators in the space, which affords us greater negotiating power with
original equipment manufacturers and project finance lenders. This in turn improves our cost and capital structure, which benefits our bid win rate.
Power Yield Improvement. We also utilize our in-house operational capabilities maximize project yield and performance through proprietary system
monitoring and adjustments. We expect to innovate further to reduce the cost of energy for our customers and compete with local alternatives in the utility market.
We have one patent published and another seven patents filed for technology to improve yield and performance technologies we employ include.
• System and method for prepaid power module
• Seasonal solar tracking system
• Remote tracking for photovoltaic power generation through National Operations Control Center (NOCC)
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• Thin film photovoltaic module mounting structure with single axial movement
• Sprinkler technology for cleaning of solar modules
• A water distribution system for solar power generation which reutilizes water used for cooling photovoltaic cells
• Developing systems for scheduling and forecasting platform
• Plant performance analytics to identify areas for current and future loss minimization
Project Cost Reduction. Our in-house EPC capabilities enhance our ability to be flexible with our choice of technology, which allows us to choose high
quality equipment while optimizing the combination of total solar system cost and yield. We have demonstrated an 85% decrease in total solar project cost since
fiscal 2011 in part through continual innovation in our EPC and O&M capabilities. In the past fiscal year, we have evaluated and implemented superior technology
and taken several engineering optimization initiatives that led to BOS cost reduction and yield improvements.
We lower the levelized project cost of energy through our three-pronged approach as follows:
• Value engineering . Our in-house EPC allows us to enhance our system design expertise with each successive project, be flexible with our choice of
technology while ensuring sourcing from top-tier suppliers that optimizes both the system cost and power yield of the total solar block. We are able to
negotiate pricing as we have significant economies of scale, built a well-recognized brand, and strong supplier relationships. As a result of our value
engineering, we have seen a significant reduction in balance of system costs.
• Operational performance monitoring . We operate a National Operating Control Center (“NOCC”) that allows us to monitor project performance in
real-time and allows us to respond rapidly to potential generation anomalies. Feedback from our operating projects also serves to further enhance our
project designs, resulting in enhancements for current and new plants.
• Financial strategy . We are able to partly offset project equity requirements through economic benefits generated by our EPC and O&M businesses.
Coupled with our asset financing strategy, we are able to optimize the overall cost of capital leading to enhanced economics for our customers and
shareholders.
Effective Bidding. Our bidding expertise has led us to consistent wins with average tariffs 18% higher than the lowest bid in the market for our pipeline
projects of ~2 GW. We are an experienced market participant with a track record of winning bids with prudent project selection targeting long term offtake with a
high proportion of projects with highly rated and /sovereign counterparties. Majority of the projects won by us, in 2018, have been at tariffs higher than the lowest
bid in the market.
Capital Cost Reduction. Our long-standing global relationships and strategic partnership has enabled us to diversify our capital sources. We have raised
capital from various sources including export credits institutions, development finance institutions, domestic and international lenders, and public equity. We also
issued India’s first ever Solar Green Bond that allowed us to access international bond markets at attractive financing rates. In addition, we are pursuing project
equity and mezzanine as a way to lower our cost of capital, enhance returns and to optimize the efficiency of our capital.
Our Competitive Strengths
We believe we differentiate ourselves from the competition in a number of key ways.
• Local expertise through countrywide presence. We have 1,441 MW operational. Our operational portfolio includes 100 MW of rooftop projects
spread across over 600 cities and over 4,000 roofs under various stages.
At present, our operational portfolio is primarily located in the highest radiation zones, spread across 24 states, which we believe is the largest for any
renewable company in India, and are well diversified with no state making up more than 19% of the operational portfolio. With a highly experienced
and dedicated team present across the nation, we have expertise in working on solar power projects across India. We believe we have set
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new industry benchmarks on several projects by achieving Inter State Transmission Systems (“ISTS”) connectivity approvals for over 1.3GW
significantly ahead of schedule due to our proactive acquisition of land, making us more competitive than other bidders in the market for future Non-
Solar Park (“NSP”) and ISTS tenders.
We also believe in empowering the community we work with. We hire from local communities and generally lease land with few alternative uses,
providing local communities with a stream of discretionary cash flow without displacing alternative businesses. As a result, we are able to build long-
term community relationships, which allow us to improve our time of completion, further reducing project development risk. Altogether, these efforts
and experiences have enabled us to have a better understanding of the market and built good relationships with our stakeholders.
• Portfolio with customers that have strong credit ratings. We have a strong track record in project development across utility scale, commercial
rooftop and micro-grids projects. We have rapidly grown our project portfolio with high credit rating offtakers, which has enabled us to be competitive
in the market with higher returns. We have a strong off-taker mix with 68% of the operational portfolio rated investment grade, 46% of the operational
portfolio with sovereign-backed offtakers and tariffs higher than the lowest bid in market. We have significantly expanded our presence in commercial
business with strong credit off-take under Azure Roof Power solutions, having experienced a compounded annual growth rate of 82% since 2014.
• Superior technical and execution capabilities. We have developed proprietary systems that significantly reduce the time it takes to design, finance,
commission, operate and maintain projects. Our lean and efficient execution expertise facilitates completion of our plants ahead of contracted
completion dates, enables us to easily scale our operations without significant increases to headcount, and allows us to construct several projects in
parallel without compromising on efficiency. Because of our operational capabilities, we have been able to increase our operational capacity from 55
MW as of March 31, 2014 to 1,441 MW as of March 31, 2019.
• Sustainable Market Leadership. We have several market-leading advantages in the solar power industry in India. We have a first mover advantage
from the construction of India’s first private utility scale solar photovoltaic power plant in 2009 as well as the implementation of the first megawatt
scale rooftop project under a smart city initiative in 2013. Scalable model and consistent execution allow growth in line with the market.
• Strong Track Record of Execution Completion . Integrated in-house teams for development, engineering, finance and operations have also played a
vital role in making us more competitive compared to any other player in the industry. We have commissioned more than 300 kms of transmission, with
interconnects at various voltage levels and our projects operate on over 7,000 acres of land. We believe we have set new industry benchmarks on ISTS
projects by achieving over 1.3 GW approvals ahead of schedule. With growing experience in non-solar park tenders, we are making significant progress
towards expertise in our transmission works. These strengthen us and provide us with an edge over our competitors
• Strong Governance and Disclosure. We have strong corporate governance in line with NYSE and SGX-ST standards, which includes decision-
making through various committees and an experienced board of directors. We are governed by key policies including our anti-bribery and corruption
policy, whistle blower policy, code of business conduct and ethics and corporate social responsibility.
• Strong management. Our senior leadership team and board of directors include widely recognized experts in solar energy, energy, finance and public
policy, with track records of building successful businesses. Our board of directors also includes Arno Harris, Barney Rush, Cyril Cabanes, Sanjeev
Aggarwal and R.P. Singh, who are well-respected global authorities in energy, finance and public policy.
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• Leverage Track Record and Management Relationships to Shape Policy. Our strong policy advocacy practice aims to support a sustainable and
open market that offers opportunities to all stakeholders including solar power developers, investors and customers. As an active and leading policy
advocate, we have been instrumental in helping the Indian government to design an auction process supporting multiple winners at differentiated price
points and to implement a transparent bidding process open to participants regardless of their jurisdiction of incorporation, ownership of land or choice
of technology. We have shared our recommendations with governments at the local, state and central levels for substantial changes to solar policy that
are essential to the advancement of the solar industry. We plan to leverage our track record, together with our management’s long-running relationships
with policy-makers, to influence policy at all governmental levels.
• Strong Community Partnerships. We hire from local communities and generally lease land with few alternative uses, providing local communities
with a stream of discretionary cash flow without displacing alternative businesses. As a result, we are able to build long-term community relationships,
which allow us to improve our time of completion, further reducing project development risk.
Project Development
We participate in central- and state-level renewable energy auctions to build our utility scale portfolio. Our track record and size ensure we are able to
participate in all auctions. Our in-house EPC and O&M capabilities and our pan-India presence provide us with greater visibility into competitive metrics, which
allows us to bid strategically to maintain a high win rate while preserving good project economics.
The major stages of project sourcing, development and operation:
• Bidding. We have a well-organized process to effectively track all the policies and bid updates in the market. Once a tender is tracked, relevant
information sourced from the request for proposal document is discussed with the finance and technical teams and approved by the relevant committees
before a strategic decision is made to participate in the bid. We also have an in-house project development information database which help us predict
and bid the most effective tariff in the market. Once the bid is won, a letter of intent is issued. Afterwards, the PPA is signed, which will reflect the
commercial operation date before which a plant should be commissioned.
• Land acquisition. Generally, once the letter of intent is received, we obtain the relevant land permits depending on whether the land is government-
owned or private. When the land is privately owned, we identify the appropriate parcels of land and due diligence is conducted by a local legal counsel.
We also undertake certain compliance measures, including technical diligence, soil testing, local advertisement, stakeholder consultation and land
registration after which acquisition is complete. When the land is government-owned, we identify the suitable parcels of land from the responsible
agency and obtain approval from the relevant authority.
• Financing. To enable rapid operation of our projects, we use short term credit facilities that are refinanced with long term project finance facilities. We
invest equity from internal accruals and new financings to help growth and lower financing costs.
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• Material delivery and installation. Our procurement and construction teams work very closely to construct and deliver the plant in the most efficient
manner. A detailed project plan is made and the progress tracker on the delivery and construction is reviewed continually. Accordingly, we have
consistently commissioned our projects before the commercial operation date.
• Monitoring and maintenance. Our operations team monitors performance of all the projects near real time through the NOCC, which allow us to
respond rapidly to potential generation anomalies. They also perform scheduled preventive maintenance tasks on daily, weekly, monthly, and annual
intervals to ensure our plants run smoothly and at high efficiency levels. Currently, we are able to monitor the performance of our solar power
generation plants spread over 90 cities remotely.
Suppliers and Service Providers
We purchase major components such as solar panels and inverters directly from multiple manufacturers with industry standard warranty and guarantee
terms. As of April 30, 2019, we had made over US$1 billion in purchases from our suppliers. There are several suppliers in the market and we select our suppliers
based on expected cost, reliability, warranty coverage, ease of installation and other ancillary costs. As of the date of this annual report, our primary solar panel
suppliers were First Solar FE Holdings PTE Ltd., Waaree Energies Pvt. Ltd., Hanwha Q CELLS Co. Ltd, Risen Energy Co Ltd. , GCL System Intergration
Technology Co Ltd. and Canadian Solar Inc., and our primary inverter suppliers were SMA Solar Technology AG, Schneider Electric India Pvt. Ltd., Sungrow
Power Supply Company, Solis Inverters, ABB India Limited, and Bonfiglioli Renewable Power Conversion India Pvt Ltd. We also engage the engineering services
of Lahmeyer Group, Black & Veatch and Fichtner Consulting Engineers. We typically enter into master contractual arrangements with our major suppliers that
define the general terms and conditions of our purchases, including warranties, product specifications, indemnities, delivery and other customary terms. We
normally purchase solar panels and the balance of system components on an as-needed basis from our suppliers at then-prevailing prices pursuant to purchase
orders issued under our master contractual arrangements. We generally do not have any supplier arrangements that contain long-term pricing or volume
commitments, although at times in the past we have made limited purchase commitments to ensure sufficient supply of components. The prices of components for
our solar power plants have declined over time as the manufacturers have lowered their cost of production, although the pace of this decline has been slowing
recently.
We source lender technical due diligence and supplier third party certification from Lahmeyer International (India) Private Limited.
Seasonality
The energy output performance of our plants is dependent in part on the amount of sunlight. As a result, our revenue in the past has been impacted by
shorter daylight hours in winters. Typically, our plant load factor (“PLF”) is the lowest in the third quarter and highest in the first quarter of any given fiscal year,
which for us ends on March 31.
Competition
We believe our primary competitors are other solar developers such as ReNew Power Limited, Tata Power Solar Systems Limited, Adani Power Limited
and ACME Cleantech Solutions Private Limited. Competition to acquire new projects occurs at the development stage as we bid for long term PPAs in central and
state solar power auctions. We compete with other solar developers based on a number of factors, including the sourcing of solar projects, reputation and track
record, relationship with government authorities, access to capital and control over quality, access to project land, efficiency and reliability in project development.
Based on these factors, we believe that we compete favorably with our competitors in the regions we service. Approximately 67% of the counterparties of our
operational portfolio are rated investment grade, which we believe is a leading position among utility scale project developers with installed capacity of over 1 GW.
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We also compete with utilities generating power from conventional fossil fuels. Utilities generating conventional energy face rising costs as the constraints
on domestic fuel supply continue and these energy sources do not benefit from various governmental incentives available to renewable energy producers. As we
reduce our levelized cost and achieve parity with conventional energy suppliers, we expect to compete favorably with these suppliers on the basis of cost and
reliability.
However, we cannot guarantee that some of our competitors do not or will not have advantages over us in terms of larger size, internal access to solar
panels and greater operational, financial, technical, management, lower cost of capital or other resources.
Research and Development
Our intellectual property is an essential element of our business, and our success depends, at least in part, on our ability to protect our core technology and
intellectual property. To accomplish this, we rely on a combination of patent, trade secret, trademark and other intellectual property laws, confidentiality
agreements and license agreements to establish and protect our intellectual property rights. As of March, 31, 2019, we had one patent that had been published and
seven patents filed. The patent applications include, real time and pre-paid solar power module, manual solar tracking system, thin film photovoltaic mounting
assembly, the NOCC, generating electricity by reutilizing water used for cooling photovoltaic cells, a system for cleaning and cooling an array of solar panels,
system for power generation and scheduling and AEINA-Android App to monitor and capture the data of all the rooftop projects.
Insurance
We maintain adequate insurance coverage to mitigate various business risks. Our insurance policies include, but are not limited to, erection all risk
insurance, industrial all risk insurance, burglary insurance, fire and special perils insurance and directors and officers liability insurance.
44
REGULATION
Set forth below is a brief overview of the principal laws and regulations currently governing the businesses of our Indian subsidiaries. The laws and
regulations set out below are not exhaustive, and are only intended to provide general information to the investors and are neither designed nor intended to be a
substitute for professional legal advice.
The Electricity Act, 2003
The Electricity Act, 2003 (the “Electricity Act”) (as amended from time to time) regulates and governs the generation, transmission, distribution, trading
and use of electricity in India. Under the Electricity Act, the transmission, distribution and trade of electricity are regulated activities that require licenses from the
relevant electricity regulatory commission, namely CERC, or the relevant state electricity regulatory commission, or the joint commission (constituted by an
agreement entered into by two or more state governments or the Indian government, as the case may be).
In terms of the Electricity Act, any generating company may establish, operate and maintain generating stations without obtaining a license if it complies
with prescribed technical standards relating to grid connectivity. The generating company is required to establish, operate and maintain generating stations, tie-
lines, sub-stations and dedicated transmission lines.
Further, the generating company may supply electricity to any licensee or directly to consumers, subject to availing open access to the transmission and
distribution systems and payment of transmission charges, including wheeling charges and open access charges, as may be determined by the relevant electricity
regulatory commission. In terms of the Electricity Act, open access means non-discriminatory use of transmission lines or distribution systems or associated
facilities with such lines or system, by any licensee or consumer or a person engaged in generation in accordance with the regulations specified by the relevant
electricity regulatory commission.
The relevant electricity regulatory commission is empowered to, among other things, determine or adopt the tariff for supply of electricity by the
generating company to a distribution licensee (such as the distribution utility companies), for transmission of electricity, wheeling of electricity and retail sale of
electricity. However, the relevant electricity regulatory commission may, in case of shortage of supply of electricity, fix the minimum and maximum tariffs for sale
or purchase of electricity under agreements between a generating company and a licensee or between licensees, for a period not exceeding one year, to ensure
reasonable prices of electricity. While determining the tariff, commissions are required to be guided by, among others, the promotion of co‑generation and
generation of electricity from renewable sources of energy.
Additionally, the Electricity Rules, 2005 (the “Electricity Rules”) also prescribe a regulatory framework for developing captive generating plants. Pursuant
to the Electricity Rules, a power plant shall qualify as a captive power plant only if not less than 26% of the ownership is held by captive users and not less than
51% of the aggregate electricity generated in such plant, determined on an annual basis, is consumed for captive use. Further, in case of association of persons,
captive users are required to hold not less than 26% of the ownership of the plant in aggregate and consume not less than 51% of the electricity generated,
determined on an annual basis, in proportion to their share ownership in the power plant within a variation not exceeding 10%.
In case of a generating station owned by a company formed as a special purpose vehicle, the electricity required to be consumed by captive users is to be
determined with reference to such unit or units identified for captive use and not with reference to the generating station as a whole and equity shares to be held by
the captive users must not be less than 26% of the proportionate equity interest of the company related to the generating unit or units identified as the captive
generating plant.
The Electricity (Amendment) Bill, 2018 was introduced to amend certain provisions of the Electricity Act, 2003. Among others, the amendment empowers
the Indian government to establish and review a national renewable energy policy. Further, the Indian government may, in consultation with the state governments,
announce policies and adopt measures for the promotion of renewable energy generation, including the grant of fiscal and financial incentives and the development
of smart grids and other measures for the effective implementation and enforcement of such measures.
45
The National Electricity Policy, 2005
The Indian government approved the National Electricity Policy on February 12, 2005, in accordance with the provisions of the Electricity Act. The
National Electricity Policy, 2005 provides the policy framework to the central and state electricity regulatory commissions in developing the Indian power sector,
supplying electricity and protecting interests of consumers and other stakeholders, while keeping in view the availability of energy resources, technology available
to exploit such resources, economics of generation using different resources and energy security issues. The National Electricity Policy emphasizes the need to
promote generation of electricity based on non-conventional sources of energy.
The National Electricity Policy provides that the relevant electricity regulatory commission should specify appropriate tariffs in order to promote
renewable energy, until renewable energy power producers relying on non-conventional technologies can compete with conventional sources of energy. The
relevant electricity regulatory commission are required to ensure progressive increase in the share of generation of electricity from renewable energy sources and
provide suitable measures for connectivity with the grid and sale of electricity to any person. Further, the relevant electricity regulatory commission are required to
specify, for the purchase of electricity from renewable energy sources, a percentage of the total consumption of electricity in the area of a distribution licensee.
Further, the National Electricity Policy provides that such purchase of electricity by distribution companies should be through a competitive bidding process. The
National Electricity Policy permits the relevant electricity regulatory commission to determine appropriate differential prices for the purchase of electricity from
renewable energy power producers, in order to promote renewable sources of energy.
The National Tariff Policy, 2016
The Indian government notified the revised National Tariff Policy effective from January 28, 2016. Among other things, the National Tariff Policy seeks to
ensure availability of electricity to consumers at reasonable and competitive rates and financial viability of the Indian power sector and to attract investments and
promote generation of electricity from renewable sources.
The National Tariff Policy mandates that the relevant electricity regulatory commissions must reserve a minimum percentage for purchase of solar energy
equivalent to 8% of total consumption of energy by March 2022. In order to further encourage renewable sources of energy, the National Tariff Policy mandates
that no inter-state transmission charges and losses shall be levied until such period as may be notified on transmission of the electricity generated from solar power
plants through the inter-state transmission system for sale. In addition, the Ministry of Power of the Indian government, as an incentive to solar power developers
and end consumers, waived inter-state transmission charges and losses for a period of 25 years from the date of commissioning a solar power project so long as the
project is commissioned before December 2019 and so long as the power is sold to a distribution company.
Central Electricity Regulatory Commission (Terms and Conditions for Tariff Determination from Renewable Energy Sources) Regulations, 2017
The Central Electricity Regulatory Commission has announced the Central Electricity Regulatory Commission (Terms and Conditions for Tariff
Determination from Renewable Energy Sources) Regulations, 2017, or Tariff Regulations, which prescribe the criteria that may be taken into consideration by the
relevant electricity regulatory commissions while determining the tariff for the sale of electricity generated from renewable energy sources which include, among
others, return on equity, interest on loan and working capital, operations and maintenance expenses capital and depreciation. Accordingly, such tariff cannot be
determined independently by renewable energy power producers such as our company. Pursuant to the National Tariff Policy, the CERC is required to determine
the rate of return on equity which may be adopted by the relevant electricity regulatory commissions to determine the generic tariff, keeping in view the overall risk
and prevalent cost of capital, which factors are also to be taken into consideration by relevant electricity regulatory commissions while determining the tariff rate.
The Tariff Regulations prescribe that the normative return on equity will be 14% per annum to be grossed up by the prevailing minimum alternate tax as on April 1
of the previous year for the entire useful life of the project.
46
The Tariff Regulations also provide the mechanism for sharing of carbon credits from approved clean development mechanism projects between renewable
energy power producers and the concerned beneficiaries. Under the Tariff Regulations, the project developer is entitled to retain 100% of the gross proceeds on
account of clean development mechanism project benefit in the first year after the date of commercial operation of the generating station. Subsequently, in the
second year, the share of the beneficiaries will be then progressively increased by 10% every year until it reaches 50% after which the clean development
mechanism project proceeds are to be shared equally between the generating company and the beneficiaries.
Jawaharlal Nehru National Solar Mission
The NSM was approved by the Indian government on November 19, 2009 and launched on January 11, 2010. The NSM has set a target of 100 GW of solar
power in India by 2022 and seeks to implement and achieve the target in three phases (Phase I from 2012 to 2013, Phase II from 2013 to 2017 and Phase III from
2017 to 2022). The target will principally comprise of 40 GW rooftop solar power projects and 60 GW large and medium scale grid connected solar power projects.
The NSM aims at creating conditions for rapid scale up of capacity and technological innovation to drive down costs towards grid parity. In addition, the Indian
government on March 22, 2017 and July 2, 2018 sanctioned the implementation of a scheme to enhance the capacity of solar parks from 20,000 MW to 40,000
MW for setting up at least 50 solar parks each with a capacity of 500 MW and above by 2019-2020, which was further extended to 2021-2022.
Renewable Purchase Obligations
The Electricity Act promotes the development of renewable sources of energy by requiring the relevant electricity regulatory commission to ensure grid
connectivity and the sale of electricity generated from renewable sources. In addition, it requires the relevant electricity regulatory commission to specify, for the
purchase of electricity from renewable sources, a percentage of the total consumption of electricity within the area of a distribution licensee, which are known as
RPOs. Pursuant to this mandate, most of the relevant electricity regulatory commission have specified solar and non-solar RPOs in their respective states. In terms
of the RPO regulations, RPOs are required to be met by obligated entities (that is, distribution licensees, captive power plants and open access consumers) by
purchasing renewable energy, either by entering into PPAs with renewable energy power producers or by purchasing renewable energy certificates. The RPO
regulations require the obligated entities to purchase power from renewable energy power producers such as our company. In the event of default by an obligated
entity in any fiscal year, the relevant electricity regulatory commission may direct the obligated entity to deposit an amount determined by the relevant electricity
regulatory commission into a fund to be utilized for, among others, the purchase of renewable energy certificates. Additionally, pursuant to the Electricity Act, a
defaulting obligated entity may also be liable to pay penalty as determined by the relevant electricity regulatory commission.
In May 2015, the Supreme Court of India upheld a regulation that made it compulsory for captive power plants and open access consumers to purchase
electricity to fulfil their RPOs. This landmark judgment is expected to boost the demand for renewable energy by captive players and also improve the
marketability of renewable energy certificates in India.
Central Electricity Regulatory Commission (Indian Electricity Grid Code) Regulations, 2010
The Central Electricity Regulatory Commission in terms of the abovementioned regulations has laid down the rules, guidelines and standards to be
followed for planning, developing, maintaining and operating the power system, in the most secure, reliable, economic and efficient manner. These regulations
have been amended to require solar power generators to forecast and schedule power generation on a day ahead basis. The schedule by solar generators which are
regional entities may be revised by giving advance notice to the relevant Regional Load Dispatch Centre. These regulations require system operators and the
relevant State Load Dispatch Centre/ Regional Load Dispatch Centre to make all efforts to evacuate the available solar power and treat each solar power generating
station as a must-run station.
47
Ujjwal Discom Assurance Yojana (“UDAY”)
UDAY is a scheme formulated by the Ministry of Power of the Indian government, notified by Office Memorandum dated November 20, 2015. It provides
for the financial turnaround and revival of power distribution companies (DISCOMs). The scheme is applicable only to State-owned DISCOMs including
combined generation, transmission and distribution undertakings. The state government, DISCOMs and the Indian government are required to enter into
agreements which shall stipulate responsibilities of the entities towards achieving the operational and financial milestones under the scheme. The scheme aims to
minimize the gap between average cost of supply per unit of power and per unit average revenue realized, reduction in book losses and the power purchase cost per
unit.
Integrated Power Development Scheme
The Integrated Power Development Scheme (IPD Scheme) was launched pursuant to the Office Memorandum of the Ministry of Power of the Indian
government, dated December 3, 2014, by the Prime Minister of India on June 28, 2015 for urban areas, to ensure 24/7 power for all. The objective of the IPD
Scheme is to (i) strengthen sub‑transmission and distribution network in the urban areas; (ii) meter distribution transformers/feeders/consumers in urban areas; and
(iii) enable IT of the distribution sector and to strengthen the distribution network as per CCEA approval dated June 21, 2013 for completion of targets laid down
under the Restructured Accelerated Power Development and Reforms Programme (“RAPDRP”) by carrying forward the approved outlay for RAPDRP to IPD
Scheme. It aims to help in the reduction of AT&C losses, the establishment of IT enabled energy accounting/auditing system, improvement in billed energy based
on metered consumption and improvement in collection efficiency.
Safety and Environmental Laws
We are governed by certain safety and environmental legislations, including the Hazardous Wastes and Other (Management and Transboundary
Movement) Rules, 2016.
Under the Water (Prevention and Control of Pollution) Act, 1974 and the Air (Prevention and Control of Pollution) Act, 1981, failure to comply with the
orders and restrictions passed by the State Pollution Control Boards may result in imprisonment of a minimum term of one and a half years. Pursuant to notification
B‑29012/ESS(CPA)/2016-17, the Central Pollution Control Board has abolished the requirement to obtain consents to establish and operate under the Water
(Prevention and Control of Pollution) Act, 1974 and the Air (Prevention and Control of Pollution) Act, 1981, for solar power projects of all capacities, across India.
Each State Pollution Control Board is also required to issue the required notifications.
The failure to comply with the Hazardous and Other Waste (Management and Transboundary Movement) Rules, 2016 may attract monetary penalties as
levied by the State Pollution Control Board and a liability for any damage to the environment or third parties.
Labor Laws
We are required to comply with certain labor and industrial laws, which include the Factories Act, 1948, the Industrial Disputes Act, 1947, the Employees
State Insurance Act, 1948, the Employees’ Provident Funds and Miscellaneous Provisions Act, 1952, the Minimum Wages Act, 1948, the Payment of Bonus Act,
1965, the Workmen’s Compensation Act, 1923, the Payment of Gratuity Act, 1972, the Contract Labor (Regulation and Abolition) Act, 1970 and the Payment of
Wages Act, 1936.
State Regulations
Various states in India have from time to time, announced administrative policies and regulations in relation to solar power projects and related matters.
These state-specific policies and regulations have material effects on our business because PPAs between project developers and state offtakers are entered into in
accordance with the relevant state policies and regulations. Accordingly, these PPAs are standard form contracts and the project developers have no flexibility in
negotiating the terms of the PPAs. The majority of our solar power plant generation occurs in Rajasthan, Punjab, Andhra Pradesh and Karnataka.
48
For instance, for the projects of the Restricted Subsidiaries in the states of Punjab, Karnataka, Maharashtra, Delhi, Odisha, Andhra Pradesh, Gujarat and
Uttar Pradesh, these projects are subject to certain state policies as discussed below.
In respect of rooftop projects of the Restricted Subsidiaries in the states of Maharashtra, Delhi and Odisha, we are required to comply with prudent utility
practices and other specifications as provided in the power purchase agreements.
Punjab
The Punjab Energy Development Agency is the agency responsible for promotion and development of renewable energy development projects and energy
conservation schemes in the state of Punjab. The government of Punjab has formulated the New and Renewable Sources of Energy Policy- 2012, (Punjab Solar
Policy, 2012) and aims to harness 1,000 MW of solar power generation capacity by 2022. All solar power projects developed under the Punjab Solar Policy, 2012
are treated as an industry in terms of industrial policy of Punjab and all the industrial incentives available to new industrial units will be applicable to solar power
plants subject to the approval of Department of Industries and Commerce, government of Punjab. The Punjab State Power Corporation Limited reserves the right of
first refusal on the power generated from renewable energy certificate based solar power projects and in case of refusal, the developer is permitted to sell the power
under open access.
The predecessor of the Punjab Solar Policy, 2012 is the Punjab Solar Policy of 2006, which was operative up to 2012 and provided similar incentives to
solar power developers, including in relation to land rent concessions, tax exemptions, exemptions from electricity duty, and single window mechanisms for
government approvals.
Karnataka
The Karnataka Renewable Energy Development Limited is the agency responsible for promoting and developing renewable energy in the state of
Karnataka. The government of Karnataka has formulated the Karnataka Solar Policy 2014-2021 as amended by Government of Karnataka Notification No. EN 49
VSC 2016 dated January 12, 2017 (“Karnataka Solar Policy”), which will remain in effect until 2021 unless superseded by another policy. The Karnataka Solar
Policy aims to harness a minimum of 6,000 MW by 2021 in multiple phases. Generation of solar power under the Karnataka Solar Policy is attractive to project
developers because the policy provides incentives such as tax concessions under the Karnataka Industrial Policy and central excise duty and customs duty
exemptions.
Andhra Pradesh
The New and Renewable Energy Development Corporation of Andhra Pradesh Limited (“NREDCAP”) is the agency responsible for promoting and
developing renewable energy in the state of Andhra Pradesh. The government of Andhra Pradesh has formulated the Andhra Pradesh Solar Power Policy, 2018
(“Andhra Pradesh Solar Policy”) which has come into effect on January 3, 2019, in place of the Andhra Pradesh Solar Power Policy, 2015 and will remain
applicable for a period of five years and/ or until such time a new policy is issued. Solar power projects that are commissioned during such operative period shall be
eligible for the incentives declared under this policy, for a period of ten years from the date of commissioning, unless otherwise provided.
The Andhra Pradesh Solar Policy aims to promote setting up of solar power projects for sale of power to Andhra Pradesh distribution companies and
targeting procurement of 2,500 MW of solar power within the next five years. Generation of electricity from solar power projects will be treated as an eligible
industry under the schemes administered by the Industries Department, government of Andhra Pradesh and incentives available to industrial units under applicable
schemes will be available to the solar power producers. According to the Andhra Pradesh Solar Policy, solar power projects of capacity up to 1000 kwp at a single
location will be permitted.
49
Gujarat
The Gujarat Energy Development Agency (“GEDA”) is the agency responsible for promoting and developing renewable energy in the state of Gujarat. The
government of Gujarat has formulated the Gujarat Solar Power Policy 2015, which will remain in effect until March 31, 2020. The Gujarat Solar Power Policy
2015 incentivises solar power generation through exemptions from payment of electricity duty and retention of complete clean development mechanism benefits by
a developer of projects awarded through competitive bidding. The Gujarat government has also launched the Gujarat Industrial Policy 2015, which aims to further
promote the renewable energy sector.
The predecessor of the Gujarat Solar Power Policy 2015, the Gujarat Solar Power Policy 2009, which was operative up to March 31, 2014 with benefits
extending for up to 25 years from the date of commissioning of an eligible project during the operative period, also offered similar incentives to solar power
producers, with assistance being provided by the GEDA, including in relation to identification and procurement of suitable land and obtaining approvals within the
State government’s purview.
Uttar Pradesh
Electricity generation from solar power projects is regulated by the Uttar Pradesh New and Renewable Energy Development Agency (“UPNREDA”) under
the Uttar Pradesh Solar Power Policy, 2017 (“UP Solar Policy”), which was issued by the government of Uttar Pradesh with effect from November 6, 2017 with the
aim of providing solar power investment opportunities and to help achieve the state’s eight percent solar renewable purchase obligation target by 2022. The UP
Solar Policy will remain in operation for a period of five years or until the government of Uttar Pradesh notifies the new policy whichever is earlier. The
government of Uttar Pradesh has set a target of 10,700 MW for solar power including 4,300 MW from rooftop solar projects, by 2022. The incentives under the UP
Solar Policy includes, among others, bearing part of the construction cost for transmission lines in certain regions, exemption from cross-subsidy surcharges,
wheeling charges and transmission charges and exemption of electricity duty on sale of electricity to distribution licensee, captive consumption and third-party sale
for 10 years.
Maharashtra
The Maharashtra Energy Development Agency (“MEDA”) is the nodal agency in renewable energy and state designated agency in energy conservation
sector. The government of Maharashtra has formulated the Comprehensive Policy for Grid-connected Power Projects based on New and Renewable (Non-
conventional) Energy Sources – 2015 to meet the target set by the Indian government for installation of solar power projects of 100GW capacity in the country by
2022. The policy aims to develop a total of 7,500MW capacity of solar projects of which 2,500MW will be developed by MAHAGENECO in public private
partnership mode to fulfil the renewable energy generation obligation, while the remaining will be developed by other developers. The policy grants certain
benefits such as allocation of land on concessional rates to eligible projects.
50
C. Organizational Structure
The following diagram illustrates our corporate structure as of the date of this annual report.
Notes:
1. Azure Power Global Limited has an option to purchase 2.7% and 0.1% of equity shares held by Mr. Inderpreet Singh Wadhwa and Mr. Harkanwal Singh
Wadhwa, (Founders) in Azure Power India Private Limited.
The following table sets out our significant subsidiaries on the basis of operating capacity during the fiscal year ended March 31, 2019:
Name
Azure Power India Private Limited (Multiple projects)
Azure Power Pluto Private Limited (Punjab 4.1,
4.2 and 4.3)
Azure Power Thirty Three Private Limited (Gujarat 2)
Country of
Incorporation
Percentage of
Ownership
India
India
India
97.2%
99.9%
99.9%
D. Property, Plants and Equipment
Our principal executive offices are located at 3rd Floor, Asset 301-304 and 307, WorldMark 3, Aerocity, New Delhi — 110037, India, which occupies
approximately 45,990 square feet of space. Our power projects are located primarily on land leased from the state governments and third parties and freehold land
purchased by us from private individuals and entities. Further, we source the land required for construction of plants under the land lease arrangement or procure at
the required locations of the plant. Our land lease arrangements range typically from 25 to 35 years, but our PPAs are generally for a term of 25 years. We believe
that our facilities are in good condition and generally suitable and adequate for our needs in the foreseeable future. However, we will continue to seek additional
space as needed to satisfy our growth.
51
ITEM 4A. UNRESOLV ED STAFF COMMENTS
None
ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS
The following discussion of our business, financial condition and results of operations should be read in conjunction with “Item 3. Key Information — A.
Selected Consolidated Financial Data” and our consolidated financial statements and the related notes included elsewhere in this annual report. This discussion
contains forward-looking statements and involves numerous risks and uncertainties, including, but not limited to, those described in “Item 3. Key Information — D.
Risk Factors” and elsewhere in this annual report. Actual results could differ materially from those contained in any forward-looking statements.
Overview
Our mission is to be the lowest-cost power producer in the world. We sell solar power in India on long term fixed price contracts to our customers, at prices
which in many cases are at or below prevailing alternatives for our customers. We are also developing micro-grid applications for the highly fragmented and
underserved electricity market in India.
We generate revenue from a mix of leading government entities such as NTPC Limited, NTPC Vidyut Vyapar Nigam Limited, a subsidiary of NTPC
Limited, Delhi Metro Rail Corporation, Indian Railways and the Solar Energy Corporation of India Limited as well as commercial entities such as Torrent Power
Limited, DLF Limited, and Oberoi Hotels. We typically enter into 25 year power purchase agreements, or PPAs with these customers who pay a fixed rate for
electricity generated by our solar power plants. Our financial strategy is to build our solar assets with the most efficient cost of capital available to us. Because we
have our own engineering, procurement and construction, or EPC, as well as O&M capabilities, we retain the profit margins associated with those services that
other project developers normally pay to third party providers. Through value engineering, operational performance monitoring and efficient financial strategy, we
are able to deliver cost-effective energy to our customers.
We recognize revenue from solar energy sold to our customers on a per kilowatt hour basis based on the energy actually supplied by our solar power plant.
Most Indian state and central government electricity regulators establish the rate that utilities pay to buy power in their respective jurisdictions, which we call the
benchmark tariff. As a result, the price a customer pays to buy solar energy from us varies depending on the jurisdiction in which the customer is located. The price
at which we sell solar energy also depends on our bidding strategy, as most auctions award bids starting from the lowest bidder until the total capacity is awarded.
For our commercial PPAs, we sell solar energy at mutually negotiated rates that are lower than the commercial electricity rates charged by the utilities in the
markets we serve, which is consistent with our strategy to price our energy lower than the commercial rates. As a result, the price that a commercial customer pays
to buy solar energy from us depends on the state in which such customer is located and the prevailing local commercial tariff.
We recognize revenue on a monthly basis from the solar energy kilowatt hours sold to our customers post the installation of the system and approval of the
energy grid connections. The energy output performance of our plants is dependent in part on the amount of sunlight. As a result, our revenue in the past has been
impacted by shorter daylight hours in winters. Typically, our PLF from operational solar power plants is lowest in the third quarter and highest in the first quarter of
any given fiscal year which ends on March 31.
A significant portion of the cost of our solar power plants consists of solar photovoltaic panels, inverters and other plant equipment. Other less significant
costs of our solar power plants include land or leasehold land costs, financing costs and installation costs. Our cost of operations primarily consists of expenses
pertaining to operations and maintenance of our solar power plants. These expenses include payroll and related costs for plant maintenance staff, plant
maintenance, insurance and, if applicable, lease costs.
Under U.S. GAAP, we depreciate the capital cost of solar power plants over the estimated useful life of 25-35 years.
52
We typically fund our projects through a mix of project finance and sponsor equity. Our project financing agreements typically restrict the ability of our
project subsidiaries to distribute funds to us unless specific financial thresholds are met on specified dates. Some of our project finance borrowings are denominated
in U.S. dollars and therefore foreign currency exchange rate fluctuations can adversely impact our profitability. Some of our borrowings have variable interest rates
and changes in such rates may lead to an adverse effect on our overall cost of capital.
From time to time, we have raised funds through issuance of compulsorily convertible debentures and Series A through I compulsorily convertible
preferred shares. We classified our previously outstanding compulsorily convertible debentures and Series E and Series G compulsorily convertible preferred
shares as a liability on our consolidated balance sheet. Series A to D, Series F, Series H and Series I compulsorily convertible preferred shares were classified as
temporary equity on the consolidated balance sheet until March 31, 2017. Concurrent to the closing of our initial public offering in October 2016, the compulsorily
convertible debentures and compulsorily convertible preferred shares were converted into equity shares.
53
Power Purchase Agreement
The material terms of the PPAs we have entered into and bids we have won as of March 31, 2019 are summarized in the following table.
Project Names
Commercial
Operation
Date(1)
PPA
Capacity
(MW)
DC
Capacity
(MW)
Tariff
(INR /
kWh)
(6)
Offtaker
Duration
of
PPA in
Years
Gujarat 1.1
Gujarat 1.2
Punjab 1
Rajasthan 1
Rajasthan 2.1
Rajasthan 2.2
Punjab 2.1
Punjab 2.2
Punjab 2.3
Karnataka 1
Uttar Pradesh 1
Rajasthan 3.1
Rajasthan 3.2
Rajasthan 3.3
Chhattisgarh 1.1
Chhattisgarh 1.2
Chhattisgarh 1.3
Rajasthan 4
Delhi 1.1
Karnataka 2
Andhra Pradesh 1 (4)
Punjab 3.1
Punjab 3.2
Bihar 1
Punjab 4.1
Punjab 4.2
Punjab 4.3
Karnataka 3.1
Karnataka 3.2
Karnataka 3.3
Maharashtra 1.1
Maharashtra 1.2
Andhra Pradesh 2 (5)
Uttar Pradesh 2
Q2 2011
Q4 2011
Q4 2009
Q4 2011
Q1 2013
Q1 2013
Q3 2014
Q4 2014
Q4 2014
Q1 2015
Q1 2015
Q2 2015
Q2 2015
Q2 2015
Q2 2015
Q2 2015
Q3 2015
Q4 2015
Q4 2015
Q1 2016
Q1 2016
Q1 2016
Q1 2016
Q3 2016
Q4 2016
Q4 2016
Q4 2016
Q1 2017
Q1 2017
Q1 2017
Q1 2017
Q1 2017
Q2 2017
Q2 2017
5
5
2
5
20
15
15
15
4
10
10
20
40
40
10
10
10
5
2
10
50
24
4
10
50
50
50
50
40
40
2
5
100
50
Utility
Operational
5
5
2
5
20
16
15
15
4
10
12
22
44
41
10
10
10
5
2
11
50
25
4
10
52
52
52
53
42
42
2
5
118
50
54
15.00 (2)
15.00 (2)
17.91
11.94
8.21
8.21
7.67
7.97
8.28
7.47
8.99
5.45 (3)
5.45 (3)
5.45 (3)
6.44
6.45
6.46
5.45 (3)
5.43 (3)
6.66
6.25 (2)
7.19
7.33
8.39
5.62
5.63
5.64
6.51
6.51
6.51
5.50 (3)
5.31
5.12
4.78
Gujarat Urja Vikas Nigam Limited
Gujarat Urja Vikas Nigam Limited
NTPC Vidyut Vyapar Nigam Limited
NTPC Vidyut Vyapar Nigam Limited
NTPC Vidyut Vyapar Nigam Limited
NTPC Vidyut Vyapar Nigam Limited
Punjab State Power Corporation Limited
Punjab State Power Corporation Limited
Punjab State Power Corporation Limited
Bangalore Electricity Supply Company
Limited
Uttar Pradesh Power Corporation Limited
Solar Energy Corporation of India Limited
Solar Energy Corporation of India Limited
Solar Energy Corporation of India Limited
Chhattisgarh State Power Distribution Company Limited
Chhattisgarh State Power Distribution Company Limited
Chhattisgarh State Power Distribution Company Limited
Solar Energy Corporation of India Limited
Solar Energy Corporation of India Limited
Bangalore Electricity Supply Company Limited
Southern Power Distribution Company
of Andhra Pradesh Limited
Punjab State Power Corporation Limited
Punjab State Power Corporation Limited
North & South Bihar Power Distribution Company
Limited
Punjab State Power Corporation Limited
Punjab State Power Corporation Limited
Punjab State Power Corporation Limited
Chamundeshwari Electricity Supply Company Limited
Hubli Electricity Supply Company Limited
Gulbarga Electricity Supply Company Limited
Ordinance Factory, Bhandara
Ordinance Factory, Ambajhari
Southern Power Distribution Company of Andhra
Pradesh Limited
NTPC Vidyut Vyapar Nigam Limited
25
25
25
25
25
25
25
25
25
25
12
25
25
25
25
25
25
25
25
25
25
25
25
25
25
25
25
25
25
25
25
25
25
25
Project Names
Commercial
Operation
Date(1)
PPA
Capacity
(MW)
DC
Capacity
(MW)
Tariff
(INR /
kWh)
(6)
Offtaker
Duration
of
PPA in
Years
Telangana 1
Uttar Pradesh 3
Andhra Pradesh 3
Gujarat 2
Karnataka 4.1
Karnataka 4.2
Total Operational
Utility
Total Operational
Rooftop (8)
Total Operational
Capacity
Under Construction
Rajasthan 5 (5)(7)
Maharashtra 3
Total Under
Construction- Utility
Total Under
Construction- Rooftop
Total Capacity
Under Construction
Committed
Assam 1
Maharashtra 2
SECI 1
NTPC 1
SECI 2
Total Committed
Capacity – Utility
Total Committed
Capacity – Rooftop
Total Committed
Capacity
Total Portfolio
Q1 2018
Q2 2018
Q2 2018
Q4 2018 – Q1 2019
Q1 2019
Q1 2019
2013 – Q4 2018
Q3 2019
Q3 2019
Q4 2018 – Q3 2019
Q2 2020
Q2 2020
Q4 2020
Q1 2021
Q4 2020
Q4 2018 – Q3 2019
100
40
50
260
50
50
1,328
113
1,441
200
130
330
56
386
90
200
600
300
300
1,490
39
1,529
3,356
Utility
Operational
128
40
50
313
63
64
1,479
116
1,595
4.67
4.43 (3)
4.43 (3)
2.67
2.93
2.93
NTPC Vidyut Vyapar Nigam Limited
Solar Energy Corporation of India Limited
Solar Energy Corporation of India Limited
Gujarat Urja Vikas Nigam Limited
Bangalore Electricity Supply Company
Hubli Electricity Supply Company Limited
5.7⁽⁴⁾
Various
2.48
2.72
Solar Energy Corporation of India Limited
Maharashtra State Electricity Distribution Company
Limited
4.98⁽⁴⁾
Various
3.34
3.07
2.53
2.59
2.58
Assam Power Distribution Company Limited
Maharashtra State Power Generation Company Limited
Solar Energy Corporation of India Limited
NTPC Limited
Solar Energy Corporation of India Limited
4.9 ⁽⁴⁾
Various
25
25
25
25
25
25
25
25
25
25
25
25
25
25
25
25
Notes:
(1) Refers to the applicable quarter of the calendar year in which commercial operations commenced or are scheduled to commence based on AC capacity. There
can be no assurance that our projects under construction and our committed projects will be completed on time or at all.
(2) Current tariff, subject to escalation. Please also see “—Tariff structure”
(3)
(4)
(5)
(6)
(7)
(8)
Projects are supported by VGF, in addition to the tariff. Please also see “—VGF for projects”
Levelized tariff; includes capital incentive.
Projects under accelerated depreciation per the Indian Income tax regulation.
In the case of projects with more than one PPA, tariff is calculated as the weighted average of the PPAs for such project.
150 MW of the Rajasthan 5 project was commissioned in April 2019.
Includes 4 MW of projects that are fully constructed and near commissioning.
55
Our PPAs typically require certain conditions are met including, among others, that we have obtained all necessary consents and permits, financing
arrangements have been made and an agreement has been entered into to provide for the transmission of power. Furthermore, the PPAs contain customary
termination provisions and negative and affirmative covenants, including the provision of performance bank guarantees and minimum guarantees of power to be
sold and restrictions on changing the controlling shareholder of the project subsidiaries.
Tariff structure
The tariff for Gujarat 1.1 and Gujarat 1.2 is INR 15.0 per kilowatt hour for the first 12 years and INR 5.0 per kilowatt hour for remainder of the contract
term. The tariff for Andhra Pradesh 1 is INR 5.89 per kilowatt hour for one year, increasing by 3% each year from the second year to the tenth year and thereafter
with the same tariff as that in year ten for the remainder of the 25-year term.
VGF for projects
The VGF for Rajasthan 3.1 project is INR 23.0 million per MW, for Rajasthan 3.2 it is INR 22.0 million per MW, for Rajasthan 3.3 it is INR 13.0 million
per MW and Rajasthan 4 it is INR 12.9 million per MW. The VGF for Andhra Pradesh 3 project is INR 7.5 million per MW. The VGF for Maharashtra 1 project is
INR 0.9 million per MW. The VGF for Uttar Pradesh 3 is INR 10.0 million per MW. The VGF for Delhi 1 is INR 4.6 million per MW. The VGF on various
rooftop projects is INR 2,131.5 million.
Key Operating and Financial Metrics
We regularly review a number of specific metrics, including the following key operating and financial metrics, to evaluate our business performance,
identify trends affecting our business and make strategic decisions.
Key metrics
Electricity generation (1)
Plant load factor
Revenue (2)
Revenue
Cost per MW Operating (3)
MW operating
MW committed
MW operating and committed
Unit of Measurement
Fiscal Year
2018
Fiscal Year
2019
kWh in millions
%
INR in millions
US$ in millions
INR in millions
MW
MW
MW
1,235.8
18.2
7,700.6
118.3
46.3
911.0
960.0
1,871.0
1,732.5
18.6
9,926.2
143.5
40.7
1,441.0
1,915.0
3,356.0
(1)
(2)
(3)
Electricity generation represents the actual amount of power generated by our solar power plants over the reporting period and is the product of plant load factor during the
reporting period and the average megawatts operating.
Revenue consists of revenue from the sale of power.
Installation of 1MW DC capacity
Factors that most significantly directly or indirectly affect our overall growth and results of operations, or that cause our historical financial information not
to be indicative of future operating results or financial condition, include, but are not limited to, the Indian government’s targets for solar capacity addition and the
more gradual decline in solar module prices. The Indian government increased its target for solar capacity from 20 GW by 2022 to 100 GW by 2022. While this
trend may lead to us winning more megawatts per year than in prior years, it will also require us to raise additional funding sources if we are to grow in line with
these trends.
As for the cost of our system components, we witnessed a steep decline of solar module prices of approximately 85% from 2011 to 2019. Including other
system costs decreasing by approximately 86%.
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Operating Metrics
Megawatts Operating and Megawatts Committed
We measure the rated capacity of our plants in megawatts. Rated capacity is the expected maximum output that a solar power plant can produce without
exceeding its design limits. We believe that tracking the growth in aggregate megawatt rated capacity is a measure of the growth rate of our business.
Megawatts Operating represents the aggregate cumulative megawatt rated capacity of solar power plants that are commissioned and operational as of the
reporting date.
Megawatts Committed represents the aggregate megawatt rated capacity of solar power plants pursuant to customer PPAs signed or allotted but not
commissioned and operational as of the reporting date.
The following table represents the megawatts operating and megawatts committed as of the end of the respective periods presented:
Megawatts Operating
Megawatts Committed
Megawatts Operating and Committed
As of March 31,
2018
2019
911.0
960.0
1,871.0
1,441.0
1,915.0
3,356.0
We are targeting having 1,800 MW to 1,900 MW operating by March 31, 2020. Our ability to achieve this guidance will depend on, among other things,
our ability to acquire the required land for the new capacity (on lease or direct purchase), raising adequate project financing and working capital, our ability to
further strengthen our operations team to execute the increased capacity, and our ability to further strengthen our systems and processes to manage the ensuing
growth opportunities, as well as the other risks and challenges discussed in “Item 3. Key Information—D. Risk Factors.”
Plant Load Factor
The plant load factor is the ratio of the actual output of all our solar power plants over the reporting period to their potential output if it were possible for
them to operate at full rated capacity. The plant load factor is not the same as the availability factor. Our solar power plants have high availability, that is, when the
sun is shining our plants are almost always able to produce electricity. The variability in our plant load factor is a result of seasonality, cloud covers, air pollution,
the daily rotation of the earth, equipment efficiency losses, breakdown of our transmission system and grid availability.
We track plant load factor as a measure of the performance of our power plants. It indicates effective utilization of resources and also validates our value
engineering and operation research. Higher plant load factor at a plant indicates increased electricity generation. Monitoring plant load factor on real time allows us
to respond rapidly to potential generation anomalies. Plant load factor was 18.6% for the fiscal year 2019 compared with 18.2% for the fiscal year 2018, primarily
due to higher insolation during the year.
Plant Load Factor (%)
57
Fiscal Year Ended
March 31,
2018
2019
18.2
18.6
Electricity Generation
Electricity generation represents the actual amount of power generated by our solar power plants over the reporting period and is the product of reporting
period plant load factor and the average megawatts operating. This is a measure of the periodic performance of our solar power plants.
Electricity Generation (kilowatt hours in millions)
Fiscal Year Ended
March 31,
2018
2019
1,235.8
1,732.5
Financial Metrics
Adjusted EBITDA
Adjusted EBITDA is a non-U.S. GAAP financial measure. We present Adjusted EBITDA as a supplemental measure of our performance. This
measurement is not recognized in accordance with U.S. GAAP and should not be viewed as an alternative to U.S. GAAP measures of performance. The
presentation of Adjusted EBITDA should not be construed as an inference that our future results will be unaffected by unusual or non-recurring items.
We define Adjusted EBITDA as net loss (income) plus (a) income tax expense/(benefit), (b) interest expense, net, (c) depreciation and amortization and (d)
loss/(income) on foreign currency exchange. We believe Adjusted EBITDA is useful to investors in assessing our ongoing financial performance and provides
improved comparability between periods through the exclusion of certain items that management believes are not indicative of our operational profitability and that
may obscure underlying business results and trends. However, this measure should not be considered in isolation or viewed as a substitute for net income or other
measures of performance determined in accordance with U.S. GAAP. Moreover, Adjusted EBITDA as used herein is not necessarily comparable to other similarly
titled measures of other companies due to potential inconsistencies in the methods of calculation.
Our management believes this measure is useful to compare general operating performance from period to period and to make certain related management
decisions. Adjusted EBITDA is also used by securities analysts, lenders and others in their evaluation of different companies because it excludes certain items that
can vary widely across different industries or among companies within the same industry. For example, interest expense can be highly dependent on a company’s
capital structure, debt levels and credit ratings. Therefore, the impact of interest expense on earnings can vary significantly among companies. In addition, the tax
positions of companies can vary because of their differing abilities to take advantage of tax benefits and because of the tax policies of the various jurisdictions in
which they operate. As a result, effective tax rates and tax expense can vary considerably among companies.
Adjusted EBITDA has limitations as an analytical tool, and you should not consider it in isolation or as a substitute for analysis of our results as reported
under U.S. GAAP. Some of these limitations include:
•
•
•
•
•
it does not reflect our cash expenditures or future requirements for capital expenditures or contractual commitments or foreign exchange gain/loss;
it does not reflect changes in, or cash requirements for, working capital;
it does not reflect significant interest expense or the cash requirements necessary to service interest or principal payments on our outstanding debt;
it does not reflect payments made or future requirements for income taxes; and
although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced or paid in the
future and Adjusted EBITDA does not reflect cash requirements for such replacements or payments.
58
Investors are encouraged to evaluate each adjustment and the reasons we consider it appropriate for supplemental analysis.
The following table presents a reconciliation of net (loss)/profit to Adjusted EBITDA:
Net (loss)/profit
Income tax (benefit) /expense
Interest expense, net
Depreciation and amortization
Loss on foreign currency exchange
Adjusted EBITDA
Project Cost per Megawatt Operating
Fiscal Year Ended March 31,
2018
INR
2019
US$
INR
(In thousands)
(1,022,229)
(252,882)
5,168,218
1,882,451
45,716
5,821,274
138,493
152,812
4,873,042
2,137,133
442,001
7,743,481
2,002
2,210
70,460
30,901
6,391
111,964
Project cost per megawatt operating consists of solar photovoltaic panels, inverters, balance of plant equipment, freehold land or leasehold land,
capitalizable financing costs, and installation costs incurred for installing one megawatt of DC capacity during the reporting period. It is an indicator of our strong
engineering, procurement and construction capabilities, market cost of material and our ability to procure such material at competitive prices. A reduction in project
cost per megawatt helps reduce the cost of power and thereby improves our ability to win new projects. The project cost per megawatt operating for the fiscal years
ended March 31, 2018 and 2019 was INR 46.3 million, INR 40.7 million (US$ 0.59 million), respectively. The project cost per megawatt was lower for the fiscal
year ended March 31, 2019 due to lower costs on account of a decline in solar module prices and efficiency gains in balance of system costs. The project cost per
megawatt was lower for the year ended March 31, 2019 due to lower costs on account of a decline in solar module prices and efficiency gains in balance of system
costs.
Nominal Contracted Payments
Our PPAs create long-term recurring customer payments. Nominal contracted payments equal the sum of the estimated payments that the customer is
likely to make, subject to discounts or rebates, over the remaining term of the PPAs. When calculating nominal contracted payments, we include those PPAs for
projects that are operating or committed. To calculate the nominal contracted payments, we multiply the contract price per kilowatt hour as per the respective PPA
by the estimated annual energy output for the remaining life of the PPA period. In estimating the nominal contracted payments, we multiply the PPA contract price
per kilowatt hour by the estimated annual energy output for all solar projects committed and operating as of the reporting date. The estimated annual energy output
of our solar projects is calculated using power generation simulation software and validated by independent engineering firms. The main assumption used in the
calculation is the project location, which enables the software to derive the estimated annual energy output from certain meteorological data, including the
temperature and solar radiation based on the project location. Our power generation simulation software calculates the estimated annual energy output by using the
following formula:
E = A * r * H * PR
E = Energy (kWh)
A = Total solar panel Area (m²)
r = Solar panel efficiency (%)
H = Annual global radiation at collector plane
PR = Performance ratio, coefficient for losses (range between 0.50 and 0.95)
59
Performance ratio is a quantity which represents the ratio of the effectively produced (used) energy to the energy which would be produced by a “perfect”
system continuously operating at standard test condition under the same radiation, taking into account losses such as array losses (shadings, incident angle modifier,
photovoltaic conversion, module quality, mismatch and wiring) and system losses (inverter efficiency, transformer efficiency and transmission losses).
The calculation of the estimated annual energy output also takes into account the total rated capacity of all the solar panels to be installed for the remaining
life of the PPA, net of the annual estimated decrease in rated capacity based on technology installed. The decrease in rated capacity includes various losses caused
by soiling, temperature changes, inverter and transformer inefficiency, incidence angle, wire, shading and mismatch losses. The technology used for each project is
assessed based on geographical conditions of the project, cost economics and the availability of such technology for construction. We assume an annual decrease in
rated capacity ranging from 0.5% to 0.7% depending on the technology used, which is based on the specifications given by the manufacturer of the solar panels.
To calculate nominal contracted payments for committed projects, we assume a 50% probability of achieving the generation numbers projected by the
power generation software, which is net of the annual estimated decrease in rated capacity based on the technology installed. For operating projects, instead of the
formula described above, we use the actual full year energy generated net of the annual estimated decrease in rated capacity based on the technology installed. We
have used this method of calculation since the inception of all projects, including scheduled price changes where applicable.
If we were to receive government grants under any PPA, such grants would be included as nominal contracted payments in the period when received. We
account for VGF as an income-type government grant. The proceeds received from VGF grants upon fulfilment of certain conditions are initially recorded as
deferred revenue. This deferred VGF revenue is recognized as sale of power in proportion to (x) the actual sale of solar energy kilowatts during the period to (y) the
total estimated sale of solar energy kilowatts during the tenure of the applicable PPA (as described in Note 2(r) to our consolidated financial statements) pursuant to
our revenue recognition policy.
Nominal contracted payments is a forward-looking number and we use judgment in developing the assumptions used to calculate it. Those assumptions
may not prove to be accurate over time. Underperformance of the solar power plants, payment defaults by our customers or other factors described under the
heading “Item 3. Key Information—D. Risk Factors” could cause our actual results to differ materially from our calculation of nominal contracted payments.
The following table sets forth, with respect to our PPAs, the aggregate nominal contracted payments and total estimated energy output as of the reporting
dates. These nominal contracted payments have not been discounted to arrive at the present value.
Nominal contracted payments (in thousands)
358,816,034 584,196,197
2018
INR
As of March 31,
2019
INR
US$
8,447,024
Total estimated energy output (kilowatt hours in millions)
As of March 31,
2019
2018
82,884
170,718
Nominal contracted payments increased from March 31, 2018 to March 31, 2019 as a result of entering into additional PPAs. Over time, we have seen a
trend towards a decline in the Central Electricity Regulatory Commission benchmark tariff for solar power procurement. For fiscal year 2011, the Central
Electricity Regulatory Commission benchmark tariff for solar power procurement was INR 17.91 per kilowatt hour. It was reduced to INR 10.39 per kilowatt hour
for fiscal year 2013, which was further reduced to INR 7.72 per kilowatt hour for fiscal year 2015 and to INR 3.53 per kilowatt hour for fiscal year 2019. The
overall trend of solar power tariffs is that the tariffs are declining in line with solar module prices.
60
Portfolio Run-Rate
Portfolio run-rate equals our annualized payments from customers extrapolated based on the operating and committed capacity as of the reporting date. In
estimating the portfolio run-rate, we multiply the PPA contract price per kilowatt hour by the estimated annual energy output for all operating and committed solar
projects as of the reporting date. The estimated annual energy output of our solar projects is calculated using power generation simulation software and validated by
independent engineering firms. The main assumption used in the calculation is the project location, which enables the software to derive the estimated annual
energy output from certain metrological data, including the temperature, wind speed and solar radiation based on the project location. Our power generation
simulation software calculates the estimated annual energy output by using the formula described above.
The calculation of the estimated annual energy output also takes into account the total rated capacity of all the solar panels to be installed for the remaining
life of the PPA, net of the annual estimated decrease in rated capacity based on technology installed. The decrease in rated capacity includes various losses caused
by soiling, temperature changes, inverter and transformer inefficiency, incidence angle, wire, shading and mismatch losses.
To calculate portfolio run-rate for committed projects, we assume a 50% probability of achieving the generation numbers projected by the power
generation software, which is net of the annual estimated decrease in rated capacity based on the technology installed. For operating projects, instead of the formula
described above, we use the actual full year energy generated net of the annual estimated decrease in rated capacity based on the technology installed. We have
used this method of calculation since the inception of all projects, including scheduled price changes where applicable.
Portfolio run-rate is a forward-looking number, and we use judgment in developing the assumptions used to calculate it. Those assumptions may not prove
to be accurate over time. Underperformance of the solar power plants or other factors described under the heading “Item 3. Key Information—D. Risk Factors”
could cause our actual results to differ materially from our calculation of portfolio run-rate.
The following table sets forth, with respect to our PPAs, the aggregate portfolio run-rate and estimated annual energy output as of the reporting dates. The
portfolio run-rate has not been discounted to arrive at the present value.
Portfolio Revenue run-rate (in thousands)
Estimated annual energy output (kilowatt hours in millions)
2018
INR
As of March 31,
2019
INR
US$
15,764,719
25,939,910
375,071
As of March 31,
2019
2018
3,557
7,468
Portfolio run-rate increased from March 31, 2018 to March 31, 2019 as a result of the increase in operational and committed capacity during the period.
Components of Results of Operations
Operating Revenue
Operating revenue consists of solar energy sold to customers under long term PPAs, which generally have a term of 25 years. We have one customer for
each solar power plant. Our customers are power distribution companies and, to a lesser extent, commercial and industrial enterprises.
61
We recognize revenue on PPAs when the solar power plant generates power and it is supplied to the customer in accordance with the respective PPA.
Revenue is recognized each period based on the volume of solar energy supplied to the customer at the price stated in the PPA, once the solar energy kilowatts are
supplied and collectability is reasonably assured. The solar energy kilowatts we supplied are validated by the customer prior to billing and recognition of revenue.
Where PPAs include scheduled price changes, revenue is recognized by applying the average rate to the energy output estimated over the term of the PPA.
We estimate the total kilowatt hour units expected to be generated annually during the tenure of PPA using budgeted plant load factors, rated capacity of the project
and annual estimated decrease in rated capability of solar panels. The contractual rates are applied to this annual estimate to determine the total estimated revenue
over the term of the PPA. We then use the total estimated revenue and the total estimated kilowatt hours to compute the average rate used to record revenue on the
actual energy output supplied. We compare the actual energy supplied to the estimate of the energy expected to be generated over the remaining term of the PPA on
a periodic basis, but at least annually. Based on this evaluation, we reassess the energy output estimated over the remaining term of the PPA and adjust the revenue
recognized and deferred to date. Through March 31, 2019, the adjustments have not been significant. The difference between the actual billing and revenue
recognized is recorded as deferred revenue.
Cost of Operations (Exclusive of Depreciation and Amortization)
Our cost of operations primarily consists of expenses pertaining to operations and maintenance of our solar power plants. These expenses include payroll
and related costs for maintenance staff, plant maintenance, insurance, and, if applicable, lease costs.
General and Administrative Expenses
Our general and administrative expenses include payroll and related costs for corporate, finance and other support staff, including bonus and share based
compensation expense, professional fees and other corporate expenses. We anticipate that we will incur additional general and administrative costs, including
headcount and expansion related costs, to support the growth in our business as well as additional costs of being a public reporting company.
Depreciation and Amortization
Depreciation and amortization expense is recognized using the straight-line method over the estimated useful life of our solar power plants and other
assets. Leasehold improvements related to solar power plants are amortized over the shorter of the lease term or the underlying period of the PPA for that particular
solar power plant. Leasehold improvements related to office facilities are amortized over the shorter of the lease period or the estimated useful life. Freehold land is
not depreciated. Construction in progress is not depreciated until such projects are commissioned.
Interest Expense, Net
Interest expense, net consists of interest incurred on term loans for projects under our fixed and variable rate financing arrangements including interest
expense on the Green Bonds (as defined below), cost of hedging the foreign currency risk on the solar green bond transactions, and interest expense on non-
convertible debentures. Interest cost also includes the cost of swaps and option contracts entered to mitigate the foreign exchange risk for solar green bond
transactions. The Company has designated the swaps and option contracts as a cash flow hedge and are tested for effectiveness on a quarterly basis or as
determined at the time of designation of hedge. Interest expense also includes bank fees and other borrowing costs, which are typically amortized over the life of
the loan using the effective interest rate method. Interest expense is presented net of capitalized financing costs and interest income earned from bank deposits.
Interest incurred in connection with a project that has been commissioned is expensed while interest incurred prior to commissioning is capitalized.
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Gain/Loss on Foreign Currency Exchange
We are exposed to movements in currency exchange rates, particularly to changes in exchange rates between U.S. dollars and Indian rupees. While our
functional currency is the U.S. dollar, the functional currency of AZI is Indian rupees and a portion of AZI’s borrowings from financial institutions are
denominated in U.S. dollars. Foreign exchange gain/loss includes the unrealized and realized loss from foreign currency fluctuations on our non-functional
currency denominated borrowings.
We also enter into foreign currency option contracts to mitigate and manage the risk of changes in foreign exchange rates on our borrowings denominated
in currencies other than our functional currency. These hedges do not qualify as cash flow hedges under Accounting Standards Codification, or “ASC”, Topic 815,
“Derivatives and Hedging.” Changes in the fair value of these option contracts are recognized in the consolidated statements of operations and are included in loss
on foreign currency exchange.
Income Tax Expense
Our income tax expense consists of current and deferred income tax as per applicable jurisdictions in Mauritius, India and the United States. Income tax for
our current and prior periods is measured at the amount expected to be recovered from or paid to taxation authorities based on our taxable income or loss for that
period.
Deferred income taxes and changes in related valuation allowance, if any, reflect the net tax effects of temporary differences between the carrying amounts
of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes.
Internal Control over Financial Reporting
As a company with less than US$1.07 billion in revenue for our last fiscal year, we qualify as an emerging growth company pursuant to the Jumpstart Our
Business Startups Act of 2012, or the JOBS Act. An emerging growth company may take advantage of specified reduced reporting and other requirements that are
otherwise applicable generally to public companies. These provisions include exemption from the auditor attestation requirement under Section 404 of the
Sarbanes-Oxley Act of 2002 in the assessment of the emerging growth company’s internal control over financial reporting. The JOBS Act also provides that an
emerging growth company does not need to comply with any new or revised financial accounting standards until such date that a private company is otherwise
required to comply with such new or revised accounting standards. We may adopt new or revised accounting standards on the relevant dates on which adoption of
such standard is required.
Critical Accounting Policies and Estimates
Our consolidated financial statements are prepared in accordance with U.S. GAAP. We have identified certain accounting policies that we believe are the
most critical to the presentation of our consolidated financial information over a period of time. These accounting policies may require our management to take
decisions on subjective and/or complex matters relating to reported amounts of assets, liabilities, revenue, costs, expenses and related disclosures. These would
further lead us to estimate the effect of matters that may inherently be uncertain.
The judgment on such estimates and underlying assumptions is based on our experience, historical trends, understanding of the business, industry and
various other factors that we believe are reasonable under the circumstances. These form the basis of our judgment on matters that may not be apparent from other
available sources of information. In many instances changes in the accounting estimates are likely to occur from period-to-period. Actual results may differ from
the estimates. The future financial statement presentation, financial condition, results of operations and cash flows may be affected to the extent that the actual
results differ materially from our estimates.
Our significant accounting policies are summarized in Note 2—Summary of Significant Accounting Policies to our consolidated financial statements
included in this annual report. Our various critical accounting policies and estimates are discussed in the following paragraphs.
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Income Taxes
Income tax expense consists of (i) current income tax expense arising from income from operations (ii) deferred income tax expense/(benefit) arising from
temporary differences and (iii) income tax expense as a result of certain intercompany transactions.
We use the asset and liability method in accounting for income taxes. Under this method, deferred income tax assets and liabilities are determined based on
the difference between financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when
the differences are expected to reverse.
The tax rates on reversal of temporary differences might be different from the tax rates used for creation of the respective deferred tax assets/liabilities.
As of March 31, 2018, and 2019, we had net deferred tax assets of INR 1,052.4 million and INR 2,406.5 million (US$ 34.8 million), respectively, and net
deferred tax liabilities of INR 892.1 million and INR 2,053.8 million (US$ 29.7 million), respectively.
We apply a two-step approach to recognize and measure uncertainty in income taxes in accordance with ASC Topic 740. The first step is to evaluate the
tax position for recognition by determining if the weight of available evidence indicates that it is more likely than not that the position will be sustained on audit,
including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount, which is more than 50%
likely of being realized upon ultimate settlement. We re-evaluate these uncertain tax positions on an annual basis. This evaluation is based on factors including
changes in facts or circumstances, changes in tax law and effectively settled issues under tax-audit. Such a change in recognition or measurement could result in the
recognition of a tax benefit or an additional charge to the tax provision in the relevant period. As of March 31, 2018, and 2019, we did not have any material
uncertain tax positions.
We establish valuation allowances against our deferred tax assets when it is more likely than not that all or a portion of a deferred tax asset will not be
realized. The valuation allowance as on March 31, 2018 and 2019 were at INR 715.3 million and INR 328.4 million (US$ 4.7 million), respectively.
A portion of our Indian operations qualifies for tax holiday related to their operating income attributable to undertakings, as defined, in operating solar
power plants under section 80-IA of the Indian Income Tax Act, 1961. This holiday is available for a period of ten consecutive years out of fifteen years beginning
from the year in which the undertaking first generates power (referred to as the Tax Holiday period), however, the exemption is available only to the projects
completed on or before March 31, 2017. We assess the election of the Tax Holiday period on an annual basis for each of our undertakings. We believe these
undertakings will generate higher taxable profits due to lower interest cost as debt balances are paid down in the later years of operations and therefore we plan to
defer the Tax Holiday election to later years in order to maximize the benefits. As of March 31, 2019, we are claiming tax holiday benefits for three of our
subsidiaries. Deferred tax assets are recognized to the extent probable of realization outside the anticipated Tax Holiday period. For example, if we choose years six
through 15 as the tax holiday period, we recognize deferred tax assets only to the extent that they will be realized either in years one through five or from year 16
onwards. As a result, all temporary differences do not result in creation of a deferred tax asset or liability.
AZI and a subsidiary provide EPC services to other group subsidiaries and as a result incur income taxes on profits from the services provided. The
services provided to the group subsidiaries are in the nature of capitalizable costs and are therefore capitalized as part of property, plant and equipment in the
standalone financial statements of such subsidiaries. However, these capitalized costs are eliminated for the purposes of the consolidated financial statements. The
costs capitalized in the standalone financial statements are however eligible for income tax deductions in the tax records of the respective group subsidiaries. The
Company started recording Deferred Tax Asset on the intra-entity transfer of assets pursuant to ASU 2016-16, from April 1, 2017. We assess that the probability of
realizing the benefit on an annual basis and its recognition is limited to the extent probable of realization outside of the anticipated Tax Holiday period. Our
estimate is that such benefit is limited to approximately 30% to 55% of the tax expense incurred by AZI and the subsidiary. As a result, while all the profits on
inter-company transactions are eliminated during consolidation, it does not result in a complete reversal of tax expense on such inter-company transactions.
Accordingly, while we may not be profitable, we report income tax expense / benefit that may fluctuate from period to period.
64
Contracts designated as cashflow hedge for Solar Green Bonds
We have issued U.S. dollar denominated 5.5% Solar Green Bonds in August, 2017 (“Green Bonds”), listed on the Singapore Exchange Limited (“SGX”).
The proceeds were used for repayment of project level debt of certain projects in India and for growth capital in certain projects under construction, in the form of
intercompany Non-Convertible Debentures (NCD) and External Commercial Borrowings (ECB’s) denominated in INR. The exchange rate risk on the proceeds
invested from the Solar Green Bonds are hedged through cross currency swap for payment of coupons and through call spread option contracts for repayment of
principal (collectively “Option contracts”). We have designated these option contracts as a cashflow hedge. These options contracts mitigate the exchange rate risk
associated with the forecasted transaction for semi-annual repayment of coupon and for repayment of the principal balance at the end of five years.
The cashflow from the underlying agreement match the terms of a hedge such as—notional amount, maturity of the option contracts, mitigation of
exchange rate risk, and there are no significant changes in the counter party risk, hence they are designated as a cashflow hedge in accordance with ASC Topic 815
— Derivatives and Hedging. Fair value of the hedge at the time of inception of the contract was nil and the cost of hedge is recorded as an expense over the period
of the contract on a straight-line basis. Changes in fair value of the option contracts designated as cash flow the same are recorded in Other Comprehensive
Income/(Loss), net of tax, until the hedge transactions occur. We evaluate hedge effectiveness of cash flow hedges at the time a contract is entered into as well as
on a quarterly basis. We test the effectiveness of the hedge relationship on a quarterly basis and the hedge was effective as on March 31, 2019.
In August 2017, the FASB issued ASU No. 2017-12, Targeted Improvements to Accounting for Hedging Activities -, to simplify the application of current
hedge accounting guidance, which permits recording the cost of hedge over the period of the contract based on the effective interest rate method. The ASU is
effective for interim and annual periods beginning after December 15, 2018, with early adoption permitted. The Company early adopted the ASU, second quarter of
fiscal year ended March 31, 2018 and determined the cost of hedge at the time of inception of the contract was INR 4,931,240 (US$ 71,302) and recorded an
expense of 1,035,444 (US$ 14,835) during the fiscal year ended March 31, 2019. The Company did not reclassify any balance apart from the cost of hedge from
Accumulated Other Comprehensive Income/(Loss) to interest expense during the fiscal year ended March 31, 2019.
We used the derivatives option pricing model based on the principles of the Black-Scholes model to determine the fair value of the foreign exchange
derivative contracts. The inputs considered in this model include the theoretical value of a call option, the underlying spot exchange rate as of the balance sheet
date, the contracted price of the respective option contract, the term of the option contract, the implied volatility of the underlying foreign exchange rates and the
risk-free interest rate as of the balance sheet date. The techniques and models incorporate various inputs including the credit worthiness of counterparties, foreign
exchange spot and forward rates, interest rate yield curves, forward rate yield curves of the underlying. The Company classifies the fair value of these foreign
exchange derivative contracts in Level 2 because the inputs used in the valuation model are observable in active markets over the term of the respective contracts.
Fair value of the hypothetical derivative is computed based on the above inputs from Bloomberg or other reputed banks.
Foreign currency swap and option contracts
499,602
—
331,314
5,089
Notional
Amount
(US$)
March 31, 2018
Current
Liabilities
(Fair value)
(INR)
Other
Liabilities
(Fair value)
(INR)
Other
Liabilities
(Fair value)
(US$)
Foreign currency option contracts
March 31, 2019
Notional
Amount
(US$)
Current
Liabilities
(Fair value)
(INR)
499,602
—
Other
Assets
(Fair value)
(INR)
2,220,435
Other
Assets
(Fair value)
(US$)
32,106
65
A. Results of Operations
Azure Power Global Limited’s functional currency is the U.S. dollar and reporting currency is the Indian rupee. Solely for the convenience of the reader,
we have translated the financial information for the fiscal year ended March 31, 2019. The rate used for this translation is INR 69.16 to US$1.00, which is the noon
buying rate in New York City for cable transfer in non-U.S. dollar currencies as certified for customs purposes by the Federal Reserve Bank of New York as of
March 29, 2019, which is the last available rate in the period of reported financial statements. No representation is made that the Indian rupee amounts could have
been, or could be, converted, realized or settled into U.S. dollars at that rate.
Consolidated Statement of Operations data:
Operating revenues:
Sale of power
Operating costs and expenses:
Cost of operations (exclusive of depreciation and
amortization shown separately below)
General and administrative
Depreciation and amortization
Total operating costs and expenses:
Operating income
Other expense:
Interest expense, net
Loss (gain) on foreign currency exchange, net
Total other expenses
Profit / (loss) before income tax
Income tax benefit / (expense)
Net profit / (loss)
Less: Net (loss) / profit attributable to
non-controlling interest
Net profit / (loss) attributable to APGL
Accretion to Mezzanine CCPS
Accretion to redeemable non-controlling interest
Net profit / (loss) attributable to APGL equity
shareholders
Net earnings / (loss) per share attributable to
APGL equity stockholders#
Basic
Diluted
Shares used in computing basic and diluted per share
amounts:
Weighted average shares
Basic
Diluted
Fiscal Year Ended March 31,
2017
(INR)
2018
(INR)
2019
(INR)
2019
(US$)
(in thousands)
4,182,985
7,700,600
9,926,209
143,525
375,787
797,161
1,046,565
2,219,513
1,963,472
691,947
1,187,379
1,882,451
3,761,777
3,938,823
2,371,836
(109,128)
2,262,708
(299,236)
(892,333)
(1,191,569)
(18,924)
(1,172,645)
(235,853)
(44,073)
5,168,218
(45,716)
5,213,934
(1,275,111)
252,882
(1,022,229)
(201,547)
(820,682)
—
(6,397)
868,963
1,313,765
2,137,133
4,319,861
5,606,348
4,873,042
442,001
5,315,043
291,305
(152,812)
138,493
60,094
78,399
—
—
12,565
18,996
30,901
62,462
81,063
70,460
6,391
76,851
4,212
(2,210)
2,002
869
1,133
—
—
(1,452,571)
(827,079)
78,399
1,133
(111.39)
(111.39)
(31.84)
(31.84)
2.37
2.31
0.03
0.03
13,040,618
13,040,618
25,974,111
25,974,111
33,063,832
33,968,127
#
The Company attributed profits amounting to INR 109,070 (US$ 1,577), for the year ended March 31, 2019, towards a non-controlling interest which was
acquired during the year. Earnings per share for the year ended March 31, 2019, excluding the non-controlling interest is INR 5.67 (US$ 0.08).
66
Fiscal Year Ended March 31, 2018 Compared to Fiscal Year Ended March 31, 2019
Operating Revenue
Operating revenues during the fiscal year ended March 31, 2019 increased by INR 2,225.6 million, or 28.9%, to INR 9,926.2 million (US$ 143.5 million)
compared to fiscal year ended March 31, 2018. The principal reasons for the increase in revenue during the fiscal year ended March 31, 2019 was the incremental
revenue from projects that commenced operations at various dates during fiscal year 2018 and 2019. These include Andhra Pradesh 2, Uttar Pradesh 2 and
Telangana 1 solar power projects, which commenced operation during fiscal year 2018 and contributed incremental operating revenue of INR 274.1 million, INR
157.2 million, and INR 717.7 million, respectively, in fiscal year 2019. In addition, Uttar Pradesh 3, Andhra Pradesh 3, Gujarat 2 and Karnataka 4.1 and 4.2
projects commenced their operations during the year ended March 31, 2019 and contributed incremental operating revenue of INR 214.0 million, INR 314.2
million, INR 284.4 million and INR 34.6 respectively, the balance increase in revenue is from commencement of operations of certain rooftop projects.
Please refer to Note 2 (q) of our consolidated financial statements as of and for the year ended March 31, 2019 for details on the adoption of ASC Topic
606, “ Revenue from Contracts with Customers on revenue .” Accordingly, these numbers are not comparable to the extent of ASC 606, adjustments.
Cost of Operations (Exclusive of Depreciation and Amortization)
Cost of operations during the fiscal year ended March 31, 2019 increased by INR 177.0 million, or 25.6%, to INR 869.0 million (US$ 12.6 million),
compared to the fiscal year ended March 31, 2018, and remained consistent at 9.0% of revenue recognized during the respective periods in both the years.
The increase was primarily due to increase in plant maintenance cost related to newly operational projects and partial commissioned projects during
previous fiscal year 2018, by INR 90.2 million, an increase in leasehold rent of INR 32.0 million primarily resulting from increased leased land in connection with
our new projects, and an increase in payroll related expenses of INR 40.5 million.
General and Administrative Expenses
General and administrative expenses during the fiscal year ended March 31, 2019 increased by INR 126.4 million, or 10.6%, to INR 1,313.8 million (US$
19.0 million) compared to the fiscal year ended March 31, 2018. This was primarily due to an increase in payroll expenses of INR 105.7 million and lease rent
expenses in relation to projects under construction of INR 71.7 million. The increase in general and administrative expenses was lower than the increase in revenue
as a result of the economies of scale.
Depreciation and Amortization
Depreciation and amortization expenses during the fiscal year ended March 31, 2019 increased by INR 254.7 million, or 13.5%, to INR 2,137.1 million
(US$ 30.9 million) compared to the fiscal year ended March 31, 2018. The principal reason for the increase in depreciation was the full year effect of projects that
commenced operations on various dates during fiscal year 2019. These projects include the Uttar Pradesh 3, Andhra Pradesh 3, Gujarat 2 and Karnataka 4.1 and 4.2
projects and contributed in additional depreciation of INR 63.5 million, INR 67.5 million, INR 80.0 million and INR 8.4 respectively. Further, plants which
commissioned commercial operation in fiscal year 2018, contributed additional depreciation expense, which include Uttar Pradesh 2 and Telangana 1 solar power
projects and contributed incremental depreciation expense of INR 20.5 million, and INR 128.1 million, respectively, in fiscal year 2019.
Please refer Note 2 (i) of our consolidated financial statements as of and for the year ended March 31, 2019 for details on change in useful life of our
utilities project.
67
Interest Expense, Net
Interest expense during the fiscal year ended March 31, 2019 increased by INR 109.5 million, or 1.9%, to INR 5,953.6 million (US$ 86.1 million)
compared to the fiscal year ended March 31, 2018, primarily on account of financing for newer projects that commenced operations during fiscal year ended March
31, 2019. These projects include the Uttar Pradesh 3, Andhra Pradesh 3 and Karnataka 4 projects.
Interest income during the fiscal year ended March 31, 2019 increased by INR 404.6 million or 59.9%, to INR 1,080.6 million (US$ 15.6 million)
compared to the fiscal year ended March 31, 2018 primarily as a result of an increase in term deposits placed during the fiscal year by INR 423.6 million and
partially off-set by a decrease in gain on sale of short term investments by INR 18.8 million.
Loss (Gain) on Foreign Currency Exchange
The foreign exchange loss during the fiscal year ended March 31, 2019 increased by INR 396.3 million to a loss of INR 442.0 million (US$ 6.4 million)
compared to the fiscal year ended March 31, 2018.
The Indian rupee depreciated against the U.S. dollar by INR 4.1 to US$ 1.00, or 6.3%, during the period from March 31, 2018 to March 31, 2019. This
depreciation during the period from March 31, 2018 to March 31, 2019 resulted in an increase in unrealized foreign exchange loss of INR 214.2 million (US$ 3.1
million) on foreign currency loans, a decrease in unrealized loss of INR 24.3 million (US$ 0.4 million) on foreign currency option contracts used to hedge the
foreign currency exposure. We recorded realized gains on foreign currency option contracts and foreign currency loans, which were settled during fiscal year ended
March 31, 2019 of INR 47.8 million (US$ 0.7 million)
The realized loss on foreign currency exchange was INR 193.2 million (US$ 2.8 million) and the unrealized loss on foreign exchange was INR 226.5
million (US$ 3.3 million) during the fiscal year ended March 31, 2019. Refer Note 13 of financial statements.
Income Tax Expense
Income tax expense increased during the fiscal year ended March 31, 2019 by INR 405.7 million to an income tax expense of INR 152.8 million (US$
2.2 million), compared to fiscal year ended March 31, 2018, the details of which are summarized below.
Current tax expense/(benefit)
Withholding Tax on interest on Inter-corporate debt
Deferred income tax expense/(benefit)
Total
*
Current tax on profit before tax.
2017
INR
509,083
—
383,250
892,333
Year ended March 31,
2019
INR
128,022
192,360
(167,570)
152,812
2018
INR
(117,399)
133,715
(269,198)
(252,882)
(INR)
US$
1,851*
2,781
(2,423)
2,210
For the fiscal year ended March 31, 2019, the statutory income tax rate as per the Income Tax Act, 1961 is 34.61%. The current income tax expense for the
fiscal year ended March 31, 2019 was INR 320.4 million, which increased from INR 16.3 million for the fiscal year ended March 31, 2018. The effective income
tax rate during the year ended March 31, 2019 was higher in the current period due to inclusion of withholding tax on inter-corporate debt, which are a cheaper
source of financing, (even after including withholding tax).
During the fiscal year ended March 31, 2019, we recorded an Indian deferred tax benefit of INR 167.6 million, whereas for the fiscal year ended March 31,
2018, we recorded an Indian deferred tax benefit of INR 269.2 million. This change was primarily attributable to reversal of temporary timing difference between
the book and tax basis of our assets and liabilities.
68
We pay taxes on taxable profits at the individual entity level, in accordance with the tax rates in the relevant jurisdictions. While at the consolidated level,
we have never been profitable, AZI and certain Indian and non-Indian subsidiaries at the individual entity level have generated taxable profits. These taxable profits
result from services provided by these entities to other subsidiaries and are taxed at the applicable tax rates in the jurisdiction of the entity providing the services.
These inter-company transactions and profits are eliminated during consolidation, while the related income tax expense is not eliminated. The Company started
recording deferred tax asset on the intra-entity transfer of assets pursuant to ASU 2016-16, from April 1, 2017. This decrease was primarily attributable to adoption
of a new accounting standard on “Intra-entity transfer of assets”, resulting in recognition of deferred tax asset on the income taxes paid on the intra entity transfer of
assets to the extent these are expected to be realized by the subsidiary outside of the tax holiday period. Furthermore, a portion of our Indian operations qualifies for
a tax holiday related to their operating income attributable to undertakings, as defined, in operating solar power plants under section 80-IA of the Indian Income
Tax Act, 1961. This holiday is available for a period of ten consecutive years out of 15 years beginning from the year in which the undertaking first generates
power (referred to as the tax holiday period); however, the exemption is available only to the projects completed on or before March 31, 2017. We anticipate that
we will claim the aforesaid deduction in the last ten years out of 15 years beginning with the year in which we generate power and when we have taxable income.
Accordingly, our current operations are taxable at the normally applicable tax rates. Due to the tax holiday period, a substantial portion of the temporary differences
between the book and tax basis of our assets and liabilities do not have any tax consequences as they are expected to reverse within the tax holiday period.
Our tax expenses are further described in Note 11—Income Taxes to our consolidated financial statements included in this annual report.
Fiscal Year Ended March 31, 2018 Compared to Fiscal Year Ended March 31, 2017
Operating Revenue
Operating revenues during the fiscal year ended March 31, 2018 increased by INR 3,517.6 million, or 84%, to INR 7,700.6 million compared to fiscal year
ended March 31, 2017. The principal reasons for the increase in revenue during the fiscal year ended March 31, 2018 was the incremental revenue from projects
that commenced operations at various dates during fiscal year 2017. These include Karnataka 3.1, 3.2 and 3.3 solar power projects, which commenced operations
during the fourth quarter of fiscal year 2017 and contributed incremental operating revenue of INR 510.7 million, INR 413.0 million, and INR 404.6 million,
respectively, in fiscal year 2018. Punjab 4.1, 4.2 and 4.3 projects, which commenced operations in the third quarter of fiscal year 2017 and contributed incremental
operating revenue of INR 1,040.0 million, in fiscal year 2018. In addition, incremental revenue from projects that commenced operations in fiscal year 2018
include, Andhra Pradesh 2 which contributed an incremental operating revenue of INR 633.0 million, Uttar Pradesh 2 project, which commenced operations in two
phases during first and second quarters of fiscal year 2018 and contributed incremental operating revenue of INR 166.1 million, Telangana 1 project, which
commenced its operations in the fourth quarter of fiscal year 2018, contributed an operating revenue of INR 139.2 million and the balance increase in revenue is on
account of the commencement of operations of certain rooftop projects.
Cost of Operations (Exclusive of Depreciation and Amortization)
Cost of operations during the fiscal year ended March 31, 2018 increased by INR 316.2 million, or 84%, to INR 691.9 million, compared to the fiscal year
ended March 31, 2017, and remained consistent at 9.0% of revenue recognized during the respective periods in both the years. The increase was primarily due to
increase in plant maintenance cost related to newly operational projects by INR 162.7 million, an increase in leasehold rent of INR 44.7 million primarily resulting
from increased leased land in connection with our new projects, and an increase in security charges of INR 40.3 million on account of new projects commissioned
during the fiscal year ended March 31, 2018.
69
General and Administrative Expenses
General and administrative expenses during the fiscal year ended March 31, 2018 increased by INR 390.2 million, or 49%, to INR 1,187.4 million
compared to the fiscal year ended March 31, 2017. This was primarily due to an increase in payroll expenses by INR 120.9 million, professional expenses by INR
97.6 million including one-time expenses of INR 23.8 million, and we recorded an onetime charge of INR 83.7 million due to a delay by the government in
bundling of thermal power with solar power production at one of our recently commissioned project and our project contract period was extended by the duration
of the delay by the government.
Depreciation and Amortization
Depreciation and amortization expenses during the fiscal year ended March 31, 2018 increased by INR 835.9 million, or 80%, to INR 1,882.5 million
compared to the fiscal year ended March 31, 2017. The principal reason for the increase in depreciation was the full year effect of projects that commenced
operations on various dates during fiscal year 2017. These projects include Karnataka 3.1, 3.2 and 3.3 solar power projects, which commenced operation in the
fourth quarter of fiscal year 2017 and resulted in additional depreciation of INR 108.2 million, INR 89.9 million and INR 80.6 million, respectively, Punjab 4.1, 4.2
and 4.3 solar power projects, which commenced operation in the third quarter of fiscal year 2017 and resulted in additional depreciation of INR 258.9 million
during the fiscal year ended March 31, 2018.
In addition, we recorded depreciation and amortization expenses for projects that commenced operations during fiscal year end 2018. The projects include
Andhra Pradesh 2 solar power project, which commenced operation in the first quarter of fiscal year 2018 and resulted in additional depreciation of INR
208.1 million, Uttar Pradesh 2 project commenced operations in two phases during first and second quarters of fiscal year 2018 and resulted in additional
depreciation of INR 61.6 million and Telangana 1 solar power project, which commenced operation in the fourth quarter of fiscal year 2018 and resulted in
additional depreciation of INR 38.5 million.
Interest Expense, Net
Net interest expense during the fiscal year ended March 31, 2018 increased by INR 2,796.4 million, or 118%, to INR 5,168.2 million compared to the
fiscal year ended March 31, 2017.
Interest expense during the fiscal year ended March 31, 2018 increased by INR 3,080.2 million, or 111%, to INR 5,844.2 million. Interest expense
increased primarily as a result of interest expense of INR 1,241.7 million on borrowings for the Karnataka 3.1, 3.2 and 3.3, Punjab 4.1, 4.2 and 4.3, Andhra Pradesh
2, Uttar Pradesh 2 and Telangana 1 projects. The interest expense also includes one-time non-cash write offs of unamortised deferred financing cost of INR
747.5 million on account of the Solar Green Bonds and in addition, a one-time prepayment fees of INR 676.0 million for debt refinancing related to the Solar Green
Bond.
Interest income during the fiscal year ended March 31, 2018 increased by INR 283.8 million or 72%, to INR 676.0 million compared to the fiscal year
ended March 31, 2017 primarily as a result of an increase in income on term deposits placed during the period of INR 188.6 million and increase in gain on sale of
short term investments by INR 95.2 million.
Loss (Gain) on Foreign Currency Exchange
The foreign exchange loss during the fiscal year ended March 31, 2018 increased by INR 154.8 million to a loss of INR 45.7 million (US$ 0.7 million)
compared to the fiscal year ended March 31, 2017. The closing exchange rate of Indian rupees depreciated against the U.S. dollar from INR 64.84 to US$ 1.00 as of
March 31, 2017 to INR 65.04 to US$ 1.00 as of March 31, 2018. This fluctuations in the Indian rupee resulted in a realized foreign exchange gains on foreign
currency loans of INR 74.1 million but was partly offset by a realized loss on derivative instruments of INR 32.3 million. The unrealized foreign exchange loss on
foreign currency denominated debt was INR 12.3 million and the unrealized loss on derivative instruments was INR 45.6 million.
70
Income Tax Expense
Income tax expense decreased during the fiscal year ended March 31, 2018 by INR 1,145.2 million to a benefit of INR 252.9 million, compared to fiscal
year ended March 31, 2017.
For the fiscal year ended March 31, 2018, the statutory income tax rate as per the Income Tax Act, 1961 is 34.61%. The current income tax expense for the
fiscal year ended March 31, 2018 was INR 16.3 million, which declined from INR 509.0 million for the fiscal year ended March 31, 2017. The effective income tax
rate during the year ended March 31, 2018 was a benefit of 19.8%. The decrease in the effective income tax in the fiscal year ended March 31, 2018 is primarily
due to accelerated depreciation per Indian Income Tax Act, in one of the plant commissioned during the current period in AZI.
During the fiscal year ended March 31, 2018, we recorded an Indian deferred tax benefit of INR 269.2 million, whereas for the fiscal year ended March 31,
2017, we recorded an Indian deferred tax expense of INR 383.2 million. This change was primarily attributable to the adoption of ASU 2016-16, from April 1,
2017, which impacted certain Intra-entity transfer of assets and resulted in recognition of deferred tax asset on the income taxes paid on the intra entity transfer of
assets to the extent these are expected to be realized by the subsidiary outside of any tax holiday period, as described below.
We pay taxes on taxable profits at the individual entity level, in accordance with the tax rates in the relevant jurisdictions. While at the consolidated level,
we have never been profitable, AZI and certain Indian and non-Indian subsidiaries at the individual entity level have generated taxable profits. These taxable profits
result from services provided by these entities to other subsidiaries and are taxed at the applicable tax rates in the jurisdiction of the entity providing the services.
These inter-company transactions and profits are eliminated during consolidation, while the related income tax expense is not eliminated. The Company started
recording deferred tax asset on the intra-entity transfer of assets pursuant to ASU 2016-16, from April 1, 2017. This decrease was primarily attributable to adoption
of a new accounting standard on “Intra-entity transfer of assets”, resulting in recognition of deferred tax asset on the income taxes paid on the intra entity transfer of
assets to the extent these are expected to be realized by the subsidiary outside of the tax holiday period. Furthermore, a portion of our Indian operations qualifies for
a tax holiday related to their operating income attributable to undertakings, as defined, in operating solar power plants under section 80-IA of the Indian Income
Tax Act, 1961. This holiday is available for a period of ten consecutive years out of 15 years beginning from the year in which the undertaking first generates
power (referred to as the tax holiday period); however, the exemption is available only to the projects completed on or before March 31, 2017. We anticipate that
we will claim the aforesaid deduction in the last ten years out of 15 years beginning with the year in which we generate power and when we have taxable income.
Accordingly, our current operations are taxable at the normally applicable tax rates. Due to the tax holiday period, a substantial portion of the temporary differences
between the book and tax basis of our assets and liabilities do not have any tax consequences as they are expected to reverse within the tax holiday period.
B. Liquidity and Capital Resources
Our holding company does not generate cash from operations in order to fund its expenses. Restrictions on the ability of our subsidiaries to pay us cash
dividends as a result of certain regulatory and contractual restrictions may make it impracticable to use such dividends as a means of funding the expenses of Azure
Power Global Limited. For a further discussion on our ability to issue and receive dividends, see “Item 8. Financial Information — A. Consolidated Statements and
Other Financial Information”
Our principal liquidity requirements are to finance current operations, service our debt and support our growth in India. We will continue to use capital in
the future to finance the construction of solar power plants. Historically, our operations largely relied on project-level long term borrowings, proceeds from
issuance of compulsorily convertible preferred shares and compulsorily convertible debentures, and internally generated cash flows to meet capital expenditure
requirements. As a normal part of our business and depending on market conditions, we will from time to time consider opportunities to repay, redeem, repurchase
or refinance our indebtedness. Changes in our operating plans, lower than anticipated electricity sales, increased expenses or other events may cause us to seek
additional debt or financing in future periods. There can be no guarantee that financing will be available on acceptable terms or at all. Debt financing, if available,
could impose additional cash payment obligations, additional covenants and operating restrictions. Future financings could result in the dilution of our existing
shareholding. In addition, any of the items discussed in detail under “Risk Factors” elsewhere in this annual report may also significantly impact our liquidity.
71
Liquidity Position
As of March 31, 2019, our liquid assets totaled INR 10,545.0 million (US$ 152.5 million), which was comprised of cash and current investments available
for sale securities. As of March 31, 2019, we carried cash and short-term investments of INR 9,721.9 million (US$ 140.6 million) held by our foreign subsidiaries,
which are not readily available to Azure Power Global Limited.
We also have commitments from financial institutions that we can draw upon in the future upon the achievement of specific funding criteria. As of
March 31, 2019, we have such undrawn commitments amounting to INR 10,158.9 million (US$ 146.9 million) under project-level financing arrangements.
During year ended March 2019, the Company issued Non-Convertible Debentures in one of our subsidiaries and borrowed INR 1,477.9 million (US$ 21.4
million), net of issuance expense of INR 22.0 million (US$ 0.3 million). The debentures carry an interest rate of 10.50% per annum. The debentures are repayable
on the expiry of a period of 15 months from the date of allotment and interest payments are payable every three months commenced December 2018. The issuance
expenses are amortized over the term of the contract using the effective interest rate method. As of March 31, 2019, the unamortized balance of issuance expenses
was INR 9.2 million (US$ 0.1 million) and the net carrying value of the non-convertible debentures was INR 1,490.8 million (US$ 21.6 million).
During year ended March 2019, the Company issued Non-Convertible Debentures in two of our subsidiaries and borrowed INR 548.0 (US$ 8.0), net of
issuance expense of INR 14.0 million (US$ 0.2 million). The debentures carry an interest rate of 10.32% per annum. The debentures are repayable on October 2024
and interest payments are payable every three months commencing from April 2019. The issuance expenses are amortized over the term of the contract using the
effective interest rate method. As of March 31, 2019, the unamortized balance of issuance expenses was INR 13.7 million (US$ 0.2 million) and the net carrying
value of the non-convertible debentures was INR 548.3 million (US$ 7.9 million).
We are subject to business and operational risks that could adversely affect our cash flows. A material decrease in our cash flows would likely produce a
corresponding adverse effect on our borrowing capacity.
Sources of Liquidity
Our ability to meet our debt service obligations and other capital requirements will depend on our future operating performance which, in turn, will be
subject to general economic, financial, business, competitive, legislative, regulatory and other conditions, many of which are beyond our control. Our financing
arrangements as of March 31, 2019 consist of project financing arrangements and other borrowings.
72
Project-level Financing Arrangements
Our borrowings include project-specific financing arrangements collateralized by the underlying solar power plants. The table below summarizes certain
terms of our project-level financing arrangements as of March 31, 2019:
Name of project
Gujrat 2
Andhra Pradesh 1
Bihar 1
Gujarat 1
Karnataka 1
Karnataka 3.1
Karnataka 3.2
Karnataka 3.3
Punjab 1
Punjab 2
Punjab 4
Rajasthan 3.1
Rajasthan 3.2
Rajasthan 3.3
Rajasthan 4
Telangana 1
Uttar Pradesh 1
Punjab Rooftop 2
Rajasthan 1
Chhattisgarh 1.1,1.2 & 1.3
Rajasthan 2
Karnataka 2
Maharashtra 1.1 & 1.2
Uttar Pradesh 3
Andhra Pradesh 3
Punjab 3.1 and 3.2
Uttar Pradesh 2
Andhra Pradesh 2
Karnataka 4
Rajasthan 5
Rooftop Projects (4)
Outstanding principal
amount
INR
4,841,991
2,508,312
438,767
927,560
525,880
1,378,629
1,424,215
6,540,267
174,000
1,699,000
5,810,000
867,000
1,699,530
1,802,565
236,000
4,610,000
508,745
384,000
717,526
1,372,697
3,071,113
466,353
344,455
1,480,250
2,117,432
1,429,466
2,185,000
5,523,720
3,530,000
2,647,191
1,782,999
63,044,664 (2)(3)
US$
Type of
Interest
Currency
Maturity
Date (1)
70,011
36,268
6,344
13,412
7,604
19,934
20,593
94,567
2,516
24,566
84,008
12,536
24,574
26,064
3,412
66,657
7,356
5,552
10,375
19,848
44,406
6,743
4,981
21,403
30,616
20,669
31,593
79,869
51,041
38,276
25,781
911,577
Floating
Fixed
Fixed
Fixed
Fixed
Fixed
Fixed
Fixed
Fixed
Fixed
Fixed
Fixed
Fixed
Fixed
Fixed
Fixed
Fixed
Fixed
Fixed
Floating
Fixed
Floating
Floating
Floating
Floating
Floating
Floating
Floating
Floating
Mixed
Mixed
US$
INR
INR
INR
INR
INR
INR
INR
INR
INR
INR
INR
INR
INR
INR
INR
INR
INR
US$
INR
US$
INR
INR
INR
INR
INR
INR
INR
INR
INR
INR/US$
2019
2022
2022
2022
2022
2022
2022
2022
2022
2022
2022
2022
2022
2022
2022
2022
2022
2022
2028
2029
2031
2032
2033
2033
2034
2034
2034
2036
2038
2038
2022-2031
(1)
(2)
(3)
(4)
This represents the last repayment period. These loans are repayable on a quarterly or semi-annual basis. For repayment by period of the above-mentioned loans, refer to
contractual obligation and commercial commitments.
This amount is presented in the financials as, net of ancillary cost of borrowing of INR 851.0 million (US$ 12.3 million).
Further, non-project level debt of INR 6,738.6 million (US$ 97.5 million) and working capital loans for INR 2,840 million (US$ 41.6 million), are excluded from the
above table. The non-project level debt balance includes INR 3,329.0 million (US$ 48.13 million) of foreign exchange fluctuation on project debt against which the
company has taken hedge.
Rooftop Projects includes, Delhi Rooftop 4, Gujrat rooftop, Punjab Rooftop 2, Railway 1 and SECI 50.
Our outstanding project-level borrowings have been secured by certain movable and immovable properties, including property, plant and equipment, as
well as a pledge of the shares of the project-level SPVs.
The financing agreements governing our project-level borrowings contain financial and other restrictive covenants that limit our project subsidiaries’
ability to make distributions to us unless certain specific conditions are met, including the satisfaction of certain financial ratios.
Uses of Liquidity
Our principal requirements for liquidity and capital resources can be categorized into investment for developing solar power plants and debt service
obligations. Generally, once operational, our solar power generation assets do not require significant capital expenditures to maintain their operating performance
and the working capital is sufficient to meet the operations. For principal and interest payments on our debt outstanding as of March 31, 2019, refer to Contractual
Obligations and Commercial Commitments included elsewhere in this in this annual report.
73
Capital Expenditures
As of March 31, 2019, we operated 41 utility scale projects and several commercial rooftop projects with a combined rated capacity of 1,441 MW. As of
such date, we were also constructing projects with a combined rated capacity of 386 MW and had an additional 1,529 MW of projects committed.
Our capital expenditure requirements consist of:
(i)
Expansion capital expenditures for new projects; and
(ii) Working capital spent for building a pipeline for coming year(s).
Expansion capital expenditures also include interest expense associated with borrowings used to fund expansion during the construction phase of the
projects.
Our capital expenditure amounted to INR 26,007.1 million (US$ 376.0 million) for the fiscal year ended March 31, 2019, primarily for construction of
Gujarat 2, Andhra Pradesh 3, Uttar Pradesh 3, Karnataka 4 and Rajasthan 5.
Cash Flow Discussion
We use traditional measures of cash flow, including net cash provided by operating activities, net cash used in investing activities and net cash provided by
financing activities, as well as cash available for distribution to evaluate our periodic cash flow results.
Cash and cash equivalents include cash on hand, demand deposits with banks, term deposits and all other highly liquid investments purchased with an
original maturity of three months or less at the date of acquisition and that are readily convertible to cash. It does not include restricted cash which consists of cash
balances restricted as to withdrawal or usage and relate to cash used to collateralize bank letters of credit supporting the purchase of equipment for solar power
plants, bank guarantees issued in relation to the construction of the solar power plants within the timelines stipulated in PPAs and for certain debt service reserves
required under our loan agreements.
Fiscal Year Ended March 31, 2019 Compared to Fiscal Year Ended March 31, 2018
The following table reflects the changes in cash flows for the comparative periods:
Cash flow data
Net cash provided by operating activities
Net cash used in investing activities
Net cash provided by financing activities
Operating Activities
For fiscal year ended
March 31,
2018
INR
2019
INR
US$
(In thousands)
Change
INR
1,839,125
(18,048,123)
16,816,081
2,115,916
(26,031,226)
26,887,370
30,594
(376,391)
388,771
276,791
(7,983,104)
10,071,289
During the fiscal year ended March 31, 2019, we generated INR 2,116.0 million (US$ 30.6 million) of cash from operating activities. This cash generated
from operating activities primarily resulted from a net profit during the fiscal year ended March 31, 2019 of INR 138.5 million increased by non-cash items
including cashflow hedge of INR 1,036.8 million and depreciation and amortization of INR 2,137.1 million, offset by deferred income taxes of INR 507.6 million,
realized gain on investments of INR 148.3 million, in addition to changes in working capital including, a INR 532.4 million increase in other liabilities, an
INR 398.8 million increase in deferred revenue, offset by an INR 1,123.8 million increase in accounts receivable, and an INR 991.0 million increase in prepaid
expenses and other current assets primarily resulting from prepaid income taxes and debt financing cost and interest receivable on term deposits and INR 300.8
million decrease in interest payable.
74
During the fiscal year ended March 31, 2018, we generated INR 1,839.1 million of cash from operating activities. This cash generated from operating
activities primarily resulted from a net loss during the fiscal year ended March 31, 2018 of INR 1,022.2 million reduced by non-cash items including amortization
of deferred finance costs of INR 747.5 million, onetime prepayment charges on loans of INR 676.0 million, cashflow hedge of INR 575.2 million and depreciation
and amortization of INR 1,882.5 million, offset by deferred income taxes of INR 655.2 million, a net foreign exchange gain of INR 102.5 million, in addition to
changes in working capital including, a INR 83.4 million decrease in other liabilities, an INR 179.3 million increase in deferred revenue, an INR 1,031.2 million
increase in interest payable, an INR 141.4 million increase on account of other assets, an INR 124.3 million increase in accounts payable, offset by an
INR 1,168.9 million increase in accounts receivable, and an INR 641.6 million increase in prepaid expenses and other current assets primarily resulting from
options premiums paid in connection with our options contracts, prepaid income taxes and debt financing cost and interest receivable on term deposits.
Investing Activities
During the fiscal year ended March 31, 2018, we utilized INR 26,031.2 million (US$ 376.4 million) in our investing activities. This cash outflow was
primarily due to INR 26,007.1 million incurred to purchase property, plant and equipment primarily related to the construction of our following projects Gujarat 2,
Andhra Pradesh 3, Uttar Pradesh 3, Karnataka 4 and Rajasthan 5, offset by a net sale of INR 1,497.5 million of available-for-sale non-current investments. Further,
we paid INR 1,474.4 million (US$ 21.3 million), to purchase the 48.37% ownership interest in a subsidiary, with a 150 MW Punjab project, which was not held by
the Company previously.
During the fiscal year ended March 31, 2018, we utilized INR 18,048.1 million in our investing activities. This cash outflow was primarily due to
INR 19,629.4 million incurred to purchase property, plant and equipment primarily related to the construction of our Andhra Pradesh 2, Uttar Pradesh 2, Telangana
1, Uttar Pradesh 3, Andhra Pradesh 3, Delhi Rooftop 4, Odisha Rooftop 1, Indian Railways Rooftop 1, SECI Rooftop 1, Delhi Rooftop 5, and Decathlon projects,
offset by a net sale of INR 2,014.7 million of available-for-sale on-current investments.
Financing Activities
During the fiscal year ended March 31, 2019, we generated INR 26,887.4 million (US$ 388.8 million) from financing activities. This cash inflow was
primarily due to issuance of 14,915,542 shares at US$ 12.50 per share, in a Follow-on Public Offering (FPO) from which we raised INR 13,636.9 million, issuance
of Non-Convertible Debentures for INR 1,477.9 million and new loan proceeds of INR 15,558.1 million for our Gujrat 2, Karnataka 4 and Rajasthan 5 offset by
repayment of term loan amounting to INR 3,785.6 million, which includes INR 1,305.4 paid towards settling hedging parties in Solar Green Bonds.
During the fiscal year ended March 31, 2018, we generated INR 16,816.1 million from financing activities. This cash inflow was primarily due to issuance
of Solar Green Bonds for INR 31,260.1 million, issuance of Non-Convertible Debentures for INR 1,864.6 and new loan proceeds of INR 10,683.2 million for our
Maharashtra 1.1 and 1.2 Uttar Pradesh 2, Uttar Pradesh 3, Andhra Pradesh 3 and certain rooftop solar power plants, offset by repayment of term loan using the
Solar Green Bond proceeds for INR 26,396.8 million in Punjab 1, Punjab 2, Gujarat 1, Uttar Pradesh 1, Karnataka 1, Rajasthan 3, Rajasthan 4, Bihar 1, Andhra
Pradesh 1, Karnataka 3, Punjab 4, and Telangana 1 solar power projects.
Fiscal Year Ended March 31, 2018 Compared to Fiscal Year Ended March 31, 2017
The following table reflects the changes in cash flows for the comparative periods:
Cash flow data
Net cash provided by (used in) operating
activities
Net cash used in investing activities
Net cash provided by financing activities
For fiscal year ended
March 31,
2017
INR
2018
INR
US$
(In thousands)
Change
INR
(27,190)
(21,944,262)
24,331,507
1,839,125
(15,772,167)
16,816,081
28,246
(242,239)
258,272
1,866,315
6,172,095
(7,515,426)
75
Operating Activities
During the fiscal year ended March 31, 2018, we generated INR 1,839.1 million of cash from operating activities. This cash generated from operating
activities primarily resulted from a net loss during the fiscal year ended March 31, 2018 of INR 1,022.2 million reduced by non-cash items including amortization
of deferred finance costs of INR 747.5 million, onetime prepayment charges on loans of INR 676.0 million, cashflow hedge of INR 575.2 million and depreciation
and amortization of INR 1,882.5 million, offset by deferred income taxes of INR 655.2 million, a net foreign exchange gain of INR 102.5 million, in addition to
changes in working capital including, a INR 83.4 million decrease in other liabilities, an INR 179.3 million increase in deferred revenue, an INR 1,031.2 million
increase in interest payable, an INR 141.4 million increase on account of other assets, an INR 124.3 million increase in accounts payable, offset by an
INR 1,168.9 million increase in accounts receivable, and an INR 641.6 million increase in prepaid expenses and other current assets primarily resulting from
options premiums paid in connection with our options contracts, prepaid income taxes and debt financing cost and interest receivable on term deposits.
During the fiscal year ended March 31, 2017, we utilized INR 27.2 million of cash in operating activities. This cash outflow primarily resulted from a net
loss during the fiscal year ended March 31, 2017 of INR 1,191.6 million reduced by non-cash items including deferred income taxes of INR 383.3 million, change
in fair value of compulsorily convertible debentures, Series E and Series G compulsorily convertible preferred shares of INR 164.2 million, amortization of
deferred finance costs of INR 114.1 million, and depreciation and amortization of INR 1,046.6 million, offset by realized and unrealized foreign exchange gain, net
of INR 109.1 million resulting from appreciation of the rupee, in addition to changes in operating assets and liabilities including an INR 333.9 million increase in
other liabilities, an INR 193.3 million increase in deferred revenue, an INR 63.2 million increase in interest payable, an INR 18.9 million increase in accounts
payable, offset by an INR 581.9 million increase in accounts receivable, an INR 344.6 million increase in other assets primarily in connection with prepaid taxes,
land use rights and interest receivable, and an INR 122.9 million increase in prepaid expenses and other current assets primarily resulting from options premiums
paid in connection with our hedging activities, prepaid income taxes and debt financing cost and interest receivable on term deposits.
Investing Activities
During the fiscal year ended March 31, 2018, we utilized INR 15,772.2 million in our investing activities. This cash outflow was primarily due to
INR 19,629.4 million incurred to purchase property, plant and equipment primarily related to the construction of our Andhra Pradesh 2, Uttar Pradesh 2, Telangana
1, Uttar Pradesh 3, Andhra Pradesh 3, Delhi Rooftop 4, Odisha Rooftop 1, Indian Railways Rooftop 1, SECI Rooftop 1, Delhi Rooftop 5, and Decathlon projects,
offset by a net sale of INR 2,014.7 million of available-for-sale non-current investments.
During the fiscal year ended March 31, 2017, we utilized INR 21,944.3 million in our investing activities. This cash outflow was primarily due to
INR 15,421.5 million incurred to purchase property, plant and equipment primarily related to the construction of our Punjab 4.1, 4.2 and 4.3 solar power projects,
Karnataka 3.1, 3.2 and 3.3 solar power projects, Bihar 1 solar power project and Punjab rooftop 2 solar power project in addition to a net purchase of
INR 3,192.7 million of available-for-sale non-current investments and a net addition of INR 3,318.9 million to restricted cash, in the form of term deposit.
Financing Activities
During the fiscal year ended March 31, 2018, we generated INR 16,816.1 million from financing activities. This cash inflow was primarily due to the
issuance of Solar Green Bonds for INR 31,260.1 million, issuance of Non-Convertible Debentures for INR 1,864.6 and new loan proceeds of INR 10,683.2 million
for our Maharashtra 1.1 and 1.2 Uttar Pradesh 2, Uttar Pradesh 3, Andhra Pradesh 3 and certain rooftop solar power plants, offset by repayment of term loan using
the Solar Green Bond proceeds for INR 26,396.8 million in Punjab 1, Punjab 2, Gujarat 1, Uttar Pradesh 1, Karnataka 1, Rajasthan 3, Rajasthan 4, Bihar 1, Andhra
Pradesh 1, Karnataka 3, Punjab 4, and Telangana 1 solar power projects.
During the fiscal year ended March 31, 2017, we generated INR 24,331.5 million from financing activities. This cash inflow was primarily due to new loan
proceeds of INR 20,993.7 million in the form of term loans from banks for our Punjab 4, Karnataka 3, Andhra Pradesh 2, Uttar Pradesh 2, Telangana 1, Bihar1 and
Punjab rooftop 2 solar power
76
plants, INR 1,338.0 million from the contribution by non-controlling interest holders and INR 9,315.6 million proceeds from Series I compulsorily convertible
preferred shares, initial public offering and concurrent private placement. These inflows were offset in part by INR 6,373.2 million in repayment of loans, and INR
942.8 million incurred for the public issue.
C. Research and Development, Patents and Licenses, etc.,
Our intellectual property is an essential element of our business, and our success depends, at least in part, on our ability to protect our core technology and
intellectual property. To accomplish this, we rely on a combination of patent, trade secret, trademark and other intellectual property laws, confidentiality
agreements and license agreements to establish and protect our intellectual property rights. As of March, 31, 2019, we had one patent that had been published and
seven patents filed. The patent applications include, real time and pre-paid solar power module, manual solar tracking system, thin film photovoltaic mounting
assembly, the NOCC, generating electricity by reutilizing water used for cooling photovoltaic cells, a system for cleaning and cooling an array of solar panels,
system for power generation and scheduling and AEINA-Android App to monitor and capture the data of all the rooftop projects.
D. Trend Information
Other than as disclosed elsewhere in this annual report, we are not aware of any trends, uncertainties, demands, commitments or events since March 31,
2019 that are reasonably likely to have a material adverse effect on our net revenues, income, profitability, liquidity or capital resources, or that caused the
disclosed financial information to be not necessarily indicative of future operating results or financial conditions.
E. Off-Balance Sheet Arrangements
The terms of our PPAs provide for the annual delivery of a minimum amount of electricity at fixed prices. Under the terms of the PPAs, we have issued
irrevocable performance bank guarantees.
We have issued irrevocable performance bank guarantees in relation to its obligation towards construction and transmission infrastructure of solar power
plants as required by the PPA such outstanding guarantees are INR 5,088,173 (US$ 73,571).
Further, INR 958,204 (US$ 13,855) is in relation to commissioned plants which the Company expects to release within a year and INR 4,024 (US$ 58) is
bank guarantee towards other commitments and bank guarantees amounting to INR 399,764 (US$ 5,780) as at March 31, 2019 to meet its Debt-Service Reserve
Account (DSRA) requirements for its outstanding loans.
F. Tabular Disclosure of Contractual Obligations
We have contractual obligations and other commercial commitments that represent prospective cash requirements. The following table summarizes our
outstanding contractual obligations and commercial commitments as of March 31, 2019.
Under 1
year
1-3
Years
Payment due by Period
3-5
Years
(INR in thousands)
Over 5
years
Total
Contractual cash obligations
Long-term debt (principal) (1)
Long-term debt (interest) (2)
Operating lease obligations
Purchase obligations (3)
Asset retirement obligations
Total contractual obligations (INR)
Total contractual obligations (US$)
7,277,068
4,716,187
251,287
3,850,746
—
16,095,288
232,725
7,505,415
8,492,712
358,645
—
—
16,356,772
236,506
37,520,109
4,989,006
355,656
—
—
42,864,771
619,791
17,480,746
8,742,148
5,819,426
—
665,146
69,783,338
26,940,053
6,785,014
3,850,746
665,146
32,707,466 108,024,297
1,561,948
472,925
(1)
The long-term debt includes project secured term loans, other secured bank loans. The long-term debt (principal) obligations for foreign currency denominated project
borrowings have been converted to Indian rupees using the closing exchange rate as of March 29, 2019 as per Reserve Bank of India.
77
(2)
(3)
Interest on long-term debt is calculated based on the outstanding balance of the debt at the prevailing interest rate for the corresponding periods.
Consists of asset purchase commitment for construction of solar power plants.
G. Safe Harbor
This information contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934 and the Private Securities
Litigation Reform Act of 1995, including statements regarding our future financial and operating guidance, operational and financial results such as estimates of
nominal contracted payments remaining and portfolio run rate, and the assumptions related to the calculation of the foregoing metrics. Forward-looking statements
are generally identifiable by use of forward-looking terminology such as “may”, “will”, “should”, “potential”, “intend”, “expect”, “seek”, “anticipate”, “estimate”,
“believe”, “could”, “plan”, “project”, “predict”, “continue”, “future”, “forecast”, “target”, “guideline” or other similar words or expressions. Our ability to predict
results or the actual effect of plans or strategies is inherently uncertain, particularly given the economic environment. Although we believe that the expectations
reflected in such forward-looking statements are based on reasonable assumptions, our actual results and performance could differ materially from those set forth in
the forward-looking statements and you should not unduly rely on these statements. These forward-looking statements involve risks, uncertainties and other factors
that may cause our actual results in future periods to differ materially from those forward-looking statements.
The risks and uncertainties that could cause our results to differ materially from those expressed or implied by such forward-looking statements include,
but not limited to:
•
•
•
•
•
•
•
•
the availability of additional financing on acceptable terms; changes in the commercial and retail prices of traditional utility generated electricity;
changes in tariffs at which long term PPAs are entered into;
changes in policies and regulations including net metering and interconnection limits or caps;
the availability of rebates, tax credits and other incentives;
the availability of solar panels and other raw materials;
our limited operating history, particularly as a new public company;
our ability to attract and retain our relationships with third parties, including our solar partners;
our ability to meet the covenants in our debt facilities;
• meteorological conditions; and
•
such other risks identified in the registration statements and reports that we have filed with the U.S. Securities and Exchange Commission, or SEC,
from time to time.
All forward-looking statements in this press release are based on information available to us as of the date hereof, and we assume no obligation to update
these forward-looking statements.
Recent Accounting Pronouncements
During February 2016, the FASB issued ASU 2016‑02, Leases (Topic 842). There have been further amendments, including practical expedients, with the
issuance of ASU 2018-01 in January 2018, ASU 2018-11 in July 2018 and ASU 2018-20 in December 2018. The amended guidance requires recognition of lease
assets and lease liabilities on the balance sheet for those leases with terms in excess of 12 months. The Company plans to adopt this ASU using the modified
retrospective method with a cumulative adjustment to its retained earnings. The ASU is applicable for all reporting periods beginning on or after December 15,
2018 (April 1, 2019 for the Company).
78
At transition, lessees and lessors may elect to apply a package of practical expedients permitting entities not to reassess: (i) whether any expired or existing
contracts are or contain leases; (ii) lease classification for any expired or existing leases and (iii) whether initial direct costs for any expired or existing leases
qualify for capitalization under the amended guidance. These practical expedients must be elected as a package and consistently applied. The Company plans to
apply the package of practical expedients upon adoption. The Company has completed preliminary assessment for evaluating the impact of the guidance and
anticipates that its adoption will result in recognition of right-to-use of assets and lease liabilities for leases in effect at the transition date.
In October 2018, the FASB issued ASU No. 2018-16, Derivatives and Hedging (Topic 815), Inclusion of the Secured Overnight Financing Rate ("SOFR")
Overnight Index Swap ("OIS") Rate as a Benchmark Interest Rate for Hedge Accounting Purposes , which adds the OIS rate based on the SOFR as a benchmark
interest rate for hedge accounting purposes. Adoption of the ASU 2018-16 will not have any material impact on the Company's consolidated financial statements.
Other recent accounting pronouncements issued by the FASB (including its Emerging Issues Task Force) and the United States Securities and Exchange
Commission did not or are not believed by management to have a material impact on the Company’s present or future financial statements.
ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES
A. Directors and Senior Management
The following discussion sets forth information regarding our directors and senior management as of the date of this annual report. Our Board of Directors
is authorized to appoint officers as it deems appropriate. Provided below is a brief description of our directors’ and officers’ business experience.
Mr. Sanjeev Aggarwal was nominated as a director by Helion Venture Partners, Mr. Barney S. Rush was nominated as a director by IFC GIF Investment
Company and Mr Cyril Cabanes was nominated by Caisse de dépôt et placement du Québec (CDPQ). Additionally, Dr. Rajendra Prasad Singh joined our Board
from October 20, 2017.
None of our officers and directors are related, except Mr. Harkanwal S. Wadhwa and Mr. Inderpreet S. Wadhwa. Mr. Harkanwal S. Wadhwa is the father
of Mr. Inderpreet S. Wadhwa.
79
Mr. Eric Ng Yim On and Mr. Muhammad Khalid Peyrye are executives of AAA Global Services Ltd., which provides incorporation, corporate secretarial
and governance services to us.
Name
Directors:
Inderpreet Singh Wadhwa
Harkanwal Singh Wadhwa
Sanjeev Aggarwal
Barney S. Rush
Arno Harris
Cyril Sebastien Dominique Cabanes
Rajendra Prasad Singh
Eric Ng Yim On
Muhammad Khalid Peyrye
Senior Management:
Preet Sandhu
Pawan Kumar Agrawal
Surendra Kumar Gupta
Shalini Naagar
Shankar Kumar
Gaurang Sethi
Samitla Subba
Directors
Age
46
74
59
67
49
44
70
51
40
50
40
66
46
30
33
33
Position
Chairman of the board of directors and Chief Executive Officer
Director and Chief Operating Officer
Director
Director
Director
Director
Director
Director
Director
Executive Vice President
Chief Financial Officer
Executive Vice President
Chief Human Resource Officer
Vice President
Vice President
Vice President
Inderpreet Singh Wadhwa , one of our founders, has been our chief executive officer and a member of our board of directors since January 2015, has been
the chief executive officer and director of AZI since November 2008 and was elected as the Chairman of the board of directors in June 2017. He has over 20 years
of experience in technology and infrastructure businesses. Prior to founding AZI, Mr. Wadhwa previously served as a vice president of Loyalty Lab and a senior
director of Oracle Corporation. Mr. Wadhwa received his Bachelor’s degree in Electronics Engineering in 1994 from Guru Nanak Dev University (Punjab). He also
graduated from Haas School of Business at University of California Berkeley in 2002.
We believe Mr. Wadhwa is qualified to serve as the Chairman of our board of directors because of his extensive experience in infrastructure projects and
prior board service as a director. On May 3, 2019, the Company announced the retirement of Mr. Inderpreet Singh Wadhwa, Chief Executive Officer and Chairman
of the board of directors. He will continue as Chairman and CEO until the new CEO begins work at Azure Power or December 31, 2019, whichever is earlier.
Mr. Wadhwa will serve as an advisor to the Company until December 31, 2019 even if a new CEO begins work prior to that date.
Harkanwal Singh Wadhwa has been a member of our board of directors and chief operating officer (“COO”) since August 2015 and has been a director of
AZI since November 2008. He heads the utilities business unit of the organization and focuses on project development and the internal operations of the company.
Prior to joining AZI, Mr. Wadhwa served as chief managing director of National Insurance Limited, India’s largest public insurance organization. He has over 40
years of experience in the financial services industry in India. He served on the boards of General Insurance Corporation of India, India International Insurance
Private Limited and Loss Prevention Association of India Limited and has extensive experience with the regulatory framework in India. Mr. Wadhwa received his
Bachelors of Arts degree from Punjab University in 1963.
We believe Mr. Wadhwa is qualified to serve as a member of our board of directors because of his excellent operations and management skills.
Sanjeev Aggarwal has been a member of our board of directors since September 2015 and has been a director of AZI since November 2008. Mr. Aggarwal
is a co-founder of Helion Venture Partners and has served on the boards of
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Amba Research, MakeMyTrip Limited and UnitedLex Corporation. Prior to Helion Venture Partners, Mr. Aggarwal was the founder and chief executive officer of
Daksh. Earlier, he worked for 15 years with leading technology companies serving the domestic Indian market. Mr. Aggarwal led the strategic initiatives at
Motorola India and has worked with Digital Equipment Corporation in delivering technology solutions. He has also served as the chief executive officer of 3COM
India.
We believe Mr. Aggarwal is qualified to serve as a member of our board of directors because of his extensive business experience in the financial industry,
relationships with investment firms and prior board service as a director.
Barney S. Rush has been a member of our board of directors since January 2016. He has served on the board of ISO — New England, the electric grid and
wholesale market operator for six U.S. states, since October 2013. Since November 2015, he has also been the Senior Representative of Fieldstone Africa, an
investment bank raising capital for power projects in Africa. From July 2010 to December 2013, he served as an Operating Partner at Denham Capital
Management, L.P., and from July 2003 to November 2009, he served as the CEO of H2Gen Innovations, Inc., a venture capital backed start-up which developed
and manufactured skid-mounted hydrogen generators. In addition, Mr. Rush was Group CEO of Mirant Europe and Chairman of the Supervisory Board of Bewag,
the electric utility serving Berlin, Germany, from August 1999 to May 2002. Mr. Rush holds a Bachelor’s degree in Social Studies from Harvard College and a
Master’s degree in Public Affairs from Woodrow Wilson School of Princeton University.
We believe Mr. Rush is qualified to serve as a member of our board of directors because of his extensive business experience in clean-tech and alternative
energy industries.
Arno Harris has been a member of our board of directors since May 2016. He currently serves as chairman emeritus of the Solar Energy Industry
Association and as a board member of Advanced Energy Economy Institute. He founded Recurrent Energy, LLC, in 2006 and held the position of CEO until March
30, 2015, growing it into one of North America’s largest solar project developers before selling the company to Canadian Solar Inc. Prior to his work at Recurrent
Energy, LLC, he was CEO of Prevalent Power, Inc. and El Solutions, Inc. (now Suntech Energy Solutions) in addition to founding RedEnvelope,
WineShopper.com, and Novo Media Group. Mr. Harris holds a Bachelor’s degree in English Literature from the University of California, Berkeley.
We believe Mr. Harris is qualified to serve as a member of our board of directors because of his extensive experience with clean-tech and his widespread
background in marketing, sales, and consulting.
Cyril Cabanes has been a member of our board of directors since December 2016. He is currently the Vice‑President, Head of Infrastructure Transactions,
Asia-Pacific at Caisse de dépôt et placement du Québec (CDPQ). He has over 20 years of experience across all facets of infrastructure transactions including
acquisitions, financing and fundraising. This includes his term at Marubeni Corp., where he led the Asian IPP investment team in Singapore. Previously, Cyril was
Director and Portfolio Manager at Deutsche Bank, where he was responsible for acquisitions, capital raising and product development for Asia-Pacific. Prior to
that, Cyril spent 10 years in investment banking and financial markets with RBS, BNP Paribas and UBS. Cyril holds a Masters from ESCP‑Europe and an MBA
from Drexel University
We believe Mr. Cabanes is qualified to serve as a member of our board of directors because of his extensive experience with the infrastructure sector.
Rajendra Prasad Singh was appointed to our board of directors in October 2017. Dr. R.P. Singh was the former Chairman and Managing Director of
Power Grid Corporation, an Indian government enterprise and India’s largest electric transmission utility. He is known for his contributions in the Indian Power
Sector particularly the establishment of the national power transmission grid and modern load dispatch centers. He was responsible for restoration and
normalization during various natural calamity emergencies in India. He is the recipient of many national and international awards including from the World Bank,
Electric Power Research Institute (EPRI, USA), and the SCOPE Excellence Award. Dr. Singh is also a member of the board of directors of other reputed
companies in India. He is a respected author and has published two books. He holds a Post-Graduation degree in Mechanical Engineering from Banaras Hindu
University (BHU). In recognition of his contributions, he was conferred with the Degree of Doctor of Science (Honoris Causa) by BHU in 2007.
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We believe Mr. Singh is qualified to serve as a member of our board of directors because of his extensive experience with the Indian power sector.
Eric Ng Yim On was appointed to our board of directors in January 2015 and is one of our resident directors in Mauritius. Mr. Ng has been the chief
executive officer of AAA Global Services Ltd. since 2006. Prior to founding AAA Global Services Ltd., Mr. Ng worked for several years with a leading public
company listed on the Stock Exchange of Mauritius and served on the board of the holding company as well as its subsidiary companies. Mr. Ng completed his
secondary education at the Royal College Curepipe in Mauritius and holds various professional qualifications and memberships, including being a member of the
Institute of Chartered Accountants of England and Wales, a member of the International Fiscal Association (Mauritius Branch) and a member of the Mauritius
Institute of Professional Accountants.
We believe Mr. Ng is qualified to serve as a member of our board of directors because of his extensive experience with public companies and because he is
a resident of Mauritius, and two of the members of our board of directors are required to be residents of Mauritius under the terms of our Constitution.
Muhammad Khalid Peyrye was appointed to our board of directors in January 2015 and is one of our resident directors in Mauritius. Mr. Peyrye heads the
Corporate Secretarial and Administration cluster of AAA Global Services Ltd, having joined the organization in 2007. Prior to joining AAA Global Services Ltd.,
Mr. Peyrye worked for several years with a leading financial services company and accountancy firm. Mr. Peyrye received his Bachelor’s degree in Law and
Management from the University of Mauritius and is a member of the Institute of Chartered Secretaries and Administrators of the United Kingdom. He has been
involved extensively on company formations, company administration, corporate secretarial services, cross-border investment activities and corporate
organizational transactions such as mergers and acquisitions, in addition to serving as director on the board of several companies in Mauritius. Mr. Peyrye has, in
his career, been involved as Money Laundering Reporting Officer and Compliance officer of various companies involved in the financial services sector.
We believe Mr. Peyrye is qualified to serve as a member of our board of directors because of his extensive experience with companies having public
accountability and because he is a resident of Mauritius, and two of the members of our board of directors are required to be residents of Mauritius under the terms
of our Constitution.
Executive Officers
Preet Sandhu is an executive vice president and heads the Infra business unit of the Company, which covers engineering, procurement, supply chain
management, R&D, quality and safety, health and environment. He has over 20 years of experience in civil construction and project development in regulated
sectors in India with expertise in transportation, energy and land development. Mr. Sandhu manages engineering and construction for AZI’s projects.
Pawan Kumar Agrawal is the chief financial officer and leads the capital, investor relations, finance and accounts functions of the Company. Pawan has
experience in corporate and structured finance, portfolio monitoring, financial analysis, credit rating, business development and relationship management in the
infrastructure sector with a special focus on renewable energy. Previously, he was the Chief Investment Officer of the Company and overlooked the capital and
investment portfolios for the Company. Prior to joining the Company, Pawan served as Group President II & Dy. Head – Corporate Finance Infrastructure Banking
and National Head Renewable Energy at YES Bank Limited, IFSC Banking Unit. Pawan was instrumental in the issuance of India’s first Green Bond as well as
India’s first IIFCL/ADB braced Partial Credit Enhanced Bond in the Indian Solar Sector. Pawan has also worked with CRISIL, Indian-Oil and Ernst & Young.
Pawan is a Rank holder Chartered Accountant and Cost Accountant. He holds a Master’s degree in Business Administration from Faculty of Management
Studies, Delhi University, and has also cleared all 3 levels of Chartered Financial Analyst (CFA, USA).
Surendra Kumar Gupta is the executive vice president and heads the finance and operations unit along with the commercial and industrial business unit
(“C&I”) of the Company. He has over 39 years of international and domestic experience covering strategic business planning, managing business operations and
corporate finance. Prior to joining
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the Company, Mr. Gupta served as the group chief financial officer for Al-Suwaidi Holding Company Limited, a company involved in providing engineering,
procurement, construction and maintenance services to Saudi Arabia’s predominant oil and gas industry, from 2007 to 2010. Mr. Gupta received his Bachelor’s
degree in Commerce in 1972 from Delhi University. He is a chartered accountant and has been a member of the ICAI since January 1977.
Shalini Naagar is the senior vice president of human resources and heads the human resources functions at the Company. Shalini has experience working
in the human resources industry across sectors including information technology, information technology enabled services, pharmaceuticals and retail. Prior to
joining the Company, Shalini served as Head of Human Resources at Marks and Spencer and Novartis Vaccines JV. She has also served companies such as
Computer Science Corporation, Tele Atlas India Pvt Ltd. and Fortune Park Group Hotel.
Shalini is a Certified Fellow from CIPD (Fellowship of Chartered Institute of Personnel Development, UK) and a Certified Gallup Strengths Coach. She
holds a Master’s degree in Business Administration with specialization in Human Resources from Jaipuria Institute of Management.
Shankar Kumar is the vice president of operations and maintenance and leads the operations and maintenance and information technology functions at the
Company. Shankar has experience in operations, maintenance and design of solar PV plants. Under his leadership at the Company, more than 1,500 MW of solar
PV power plants have been operating with innovative designs. These plants operate near real time under the Company’s national operating control centre.
Previously, Shankar also headed the design and engineering team at the Company.
Shankar holds a Bachelor’s degree in Electrical and Electronics Engineering from Manipal Institute of Technology (Sikkim).
Gaurang Sethi is the vice president of bidding and heads the bidding function at the Company. Gaurang has cross functional experience across the power
and renewables sector, which covers bidding strategy, sustainability and energy markets. Under his leadership at the Company, the Company’s portfolio has grown
by over 2,500 MW. Prior to joining the Company, Gaurang worked with Vestas Wind India, Caterpillar Inc., and other clean energy start-ups.
Gaurang holds a Bachelor’s degree in Mechanical Engineering from Vellore Institute of Technology. He also holds a Master’s degree in Business
Administration with a specialization in Finance & Strategy and another Master’s degree in Energy & Sustainability, from University of Michigan, Ann Arbor.
Samitla Subba is the vice president of corporate affairs—policy and communications and heads the corporate affairs – policy and communications
functions at the Company. Samitla has experience in marketing strategy, public relations and communications. She was a key member in taking the Company to its
initial public offering on the NYSE in 2016 and in building relationships with the Company’s key stakeholders, including investors, customers and the media. Prior
to joining the Company, Samilta worked with Northern Trust as a financial analyst.
Samitla holds a Bachelor’s degree from Bangalore University and a Master’s degree in Business Administration with a specialization in Marketing from
Indian Institute of Management, Lucknow.
B. Compensation
Directors and Officers Compensation
For the fiscal year 2019, the aggregate compensation (including directors’ fees, but excluding grants of stock option to our directors and executive officers
included in the list herein was INR 257.7 million (US$3.7 million). Our agreements with each of the members of senior management are listed herein under “—
Employment Agreement.” Except as otherwise disclosed, the above cash compensation does not include stock compensation and employee benefits to our directors
and senior management.
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Employee Benefit Plans
We maintain employee benefit plans in the form of certain statutory, retirement benefit and incentive plans covering substantially all of our employees. For
fiscal year 2019, the aggregate amount set aside or accrued by us to provide for pension or retirement benefits for executive officers was INR 2.4 million (US$0.03
million).
Provident Fund
In accordance with Indian law, all of our employees in India are entitled to receive benefits under the Employees’ Provident Fund Scheme, 1952, as
amended, a retirement benefit scheme under which an equal amount as required under the Employees’ Provident Funds and Miscellaneous Provisions Act, 1952, of
the base salary of an employee is contributed both by employer and employee in a fund with government/trust with company.
Gratuity
In accordance with Indian law, we pay gratuity to our eligible employees in India. Under our gratuity plan, an employee is entitled to receive a gratuity
payment on his superannuation or on his retirement or on the termination of his or her employment if the employee has rendered continuous service to our
Company for not less than five years, or if the termination of employment is due to death or disability due to accident or disease. The amount of gratuity payable to
an eligible employee is equal to 15 days’ salary based on the last drawn salary for every completed year of employment (or any portion of a year exceeding six
months), and currently the aggregate amount of gratuity shall not exceed INR 2,000,000.
Leave Encashment Policy
Under the Company’s leave encashment policy, an employee is entitled to receive a payment in exchange for any accrued leave of absence exceeding 45
days that is outstanding as of April 1 of each fiscal year. Such payment shall be made to the employee by April 30 of that year. In the event of resignation,
termination of employment or retirement, an employee is entitled to a payment for the accrued leave of absence up to a maximum of 45 days if the employee has
spent at least 240 working days. The amount of payment to be made for each day of such accrued leave of absence shall be calculated by dividing the last drawn
monthly base salary by 30 days.
Employment Agreements
Most of our executive officers have entered into an employment agreement with the Company. Aside from the employee benefit plans, our employment
agreements do not provide for any special termination benefits, nor do we have any other arrangements with our directors for special termination benefits.
Each executive officer has acknowledged that ownership of any intellectual property created by him for the Company shall vest in the Company.
Additionally, Mr. Inderpreet Singh Wadhwa and Mr. Preet Sandhu have also agreed to transfer and assign to the Company all rights, title and interest in and to all
the trademarks, trade names, brand names, patents, designs, domain names and other intellectual property rights created by them for the Company.
In addition, each executive officer has agreed to be bound by the non-competition and non-solicit restrictions set forth in his employment agreement.
Specifically, each executive officer has agreed, while employed by us and for a period of one year after termination of his employment, not to:
•
•
directly or indirectly, enter into the employment of, tender consulting or other services to, acquire any interest in, or otherwise participate in any
business that competes, directly or indirectly, with any of the companies or entities in the same lines of business that the Company is engaged in at the
time the employment is terminated; nor
solicit, encourage, or induce or attempt to solicit, encourage, or induce any employee or customer, or prospective employees and customers with whom
the Company has had discussions or negotiations within the last six months of the termination of his employment not to establish a relationship with the
Company.
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Equity-Based Compensation
The Company has during Fiscal Year 2017 adopted the amended Equity Incentive Plan “2016 Equity Incentive Plan (as amended in 2017)” with due
approval of the shareholders of the Company obtained at the Annual General Meeting held on September 25, 2017. The Company has increased the pool size of the
existing Stock Option pool by one million shares which takes the total pool size to 2,023,744 shares.
Our 2016 Equity Incentive Plan (as amended in 2017) is a comprehensive incentive compensation plan under which we can grant equity-based and other
incentive awards to our officers, employees and directors.
The objective of the plan is (i) to provide means to enable us to attract and retain high quality human resources in our employment; (ii) to make the
compensations and rewards competitive in the market; and (iii) to achieve sustained growth and create shareholder value by aligning the interests of the employees
with our long term interests.
Pursuant to the U.S. securities laws and regulations, we have filed Form S-8 for registration of equity shares issuable upon exercise of ESOP grants under
our 2016 Equity Incentive Plan (as amended in 2017) with the SEC.
As of March 31, 2019, we had 1,493,237 equity shares issuable pursuant to the exercise of any outstanding options granted under the ESOP plans, the 2016
Equity Incentive Plan and the 2016 Equity Incentive Plan (as amended in 2017).
The following paragraphs further describe the principal terms of the 2016 Equity Incentive Plan (as amended in 2017).
Administration
We have appointed Computershare Trust Company, N.A. as plan administrator for the administration of options, including the ESOPs.
Number of Shares Authorized for Grant
Under the terms of the 2016 Equity Incentive Plan (as amended in 2017), which may be amended from time to time, the sum of all grants made under the
equity incentive plan shall not exceed 10% of our total issued and subscribed equity capital.
Eligibility
Our compensation committee may grant options to all eligible employees on the basis of the following criteria: position, role and performance of the
employee, tenure in organization and such other factors as the compensation committee may decide from time to time.
Vesting Schedule
The grants made to any individual shall be vested in the following manner:
•
•
•
•
25% on the expiry of 12 months from the date of grant;
25% on the expiry of 24 months from the date of grant;
25% on the expiry of 36 months from the date of grant; and
25% on the expiry of 48 months from the date of grant.
Option Exercise
There shall be no lock-in period after the options have vested and the options must be exercised by the employees before the end of the tenure of the plan.
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Amendment or Termination
Our board of directors may in its absolute discretion amend, alter or terminate the 2016 Equity Incentive Plan (as amended in 2017) from time to time,
provided that no amendment, alteration or termination in any grant would impair or prejudice the rights of the employee without the consent of the employee, and
provided further that the board of directors may not, without the approval of the shareholders, amend the 2016 Equity Incentive Plan (as amended in 2017) (1) to
increase the aggregate number of shares which may be issued pursuant to the provisions of the equity incentive plan on exercise, surrender of options or upon
grants; (2) to change the option exercise price; or (3) to extend the maximum period during which the grants may be made under the plan.
Outstanding options for directors and senior management
Outstanding options as of March 31, 2019 under our ESOP plans are:
Name
Inderpreet Singh Wadhwa
Harkanwal Singh Wadhwa
Rajendra Prasad Singh
Arno Harris
Preet Sandhu
Pawan Agarwal
Surendra Kumar Gupta
Shalini Naagar
Shankar Kumar
Gaurang Sethi
Samitla Subba
Others
Total
Equity Shares
Underlying
Outstanding
Options
Exercise Price per
share (US$ per
share)
Date of expiration (1)
297,510
219,855
3,680
40,000
55,969
50,802
5,082
180,292
52,976
10,368
39,200
45,138
43,070
99,000
9,024
9,600
19,200
31,640
25,335
13,533
4,044
10,047
2,681
8,233
2,306
214,652
1,493,237
11.27
11.90
0.01
4.73
11.27
11.90
11.90
11.90
0.01
1.76
2.71
11.27
11.90
10.73
0.01
2.71
4.73
11.90
11.27
11.27
11.90
11.27
11.90
11.27
11.90
10.34
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July, 20, 2025
July, 20, 2025
July, 20, 2025
July, 20, 2025
Note:
(1)
In the event that a participant of our ESOP plan terminates the service in our Company, the date of expiration shall be 90 days, or 2 years, or one additional
year for every completed year of service where the service period has been less than 3 years, 3 to 4 years and more than 4 years, respectively determined on
the date of termination.
Indemnification Agreements
We have obtained Directors’ and Officers’ liability Insurance to indemnify the Directors and executive officers against certain liabilities and expenses
arising from their being a director or officers.
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C. Board Practices
Board of Directors
We are managed and controlled by our board of directors. Our board of directors consists of nine directors. Our board of directors has a majority of
independent directors. As a foreign private issuer, we are permitted to follow home country corporate governance practices. Certain corporate practice in Mauritius,
which is our home country, may differ significantly from the NYSE corporate governance listing standards. Unlike the requirements of the NYSE, the corporate
governance practice and requirements in Mauritius do not require us as a GBC1 to have the majority of our board of directors be independent; do not have it
mandatory to have a nominations committee; and do not have it mandatory to hold regular executive sessions where only independent directors shall be present..
Terms of Directors and Executive Officers
In accordance with our Constitution, one-third of our directors (or, if their number is not a multiple of three, the number nearest to but not greater than one-
third) shall be up for re‑election by rotation at each annual meeting of our company. The Chairman of the Board and/or the managing director during the tenure
shall not be subject to retirement by rotation or be taken into account in determining the number of directors to retire in each year. The directors up for re‑election
in each year shall be those who have been in office longest since their last re‑election or appointment and as between persons who became or were last re‑elected
directors on the same day, those up for re‑election shall (unless they otherwise agree among themselves) be determined by lot. Any director may be removed by
either an ordinary resolution of our shareholders or by the majority vote of the board of directors in the following circumstances: for cause, which refers to willful
misconduct, fraud, conviction of a felony, gross negligence or breach of a written policy of the company; or if the director becomes mentally unsound or bankrupt
or becomes disqualified from being a director under Mauritius law.
Under Mauritius law, the office of a director of our company is required to become vacant at the conclusion of the annual meeting of our company
commencing next after the director attains the age of 70 years. However, a person of or over the age of 70 years may, by ordinary resolution of which no shorter
notice is given than that required to be given for the holding of a meeting of shareholders, be appointed or re‑appointed or authorized to continue to hold office as a
director until the next annual meeting at which such director’s class is up for re‑election.
A vacancy on the board of directors must be filled by a majority vote of our board of directors or by ordinary resolution of the shareholders.
Executive officers are selected by and serve at the discretion of the board of directors.
Duties of Directors
Under Mauritius law, our directors have a duty to our Company to exercise their powers honestly in good faith in the best interests of our Company. Our
directors also have a duty to our Company to exercise the degree of care, diligence and skill that a reasonably prudent person would exercise in comparable
circumstances. Where a director of a public company also holds office as an executive, the director is required under Mauritius law to exercise that degree of care,
diligence and skill which a reasonably prudent and competent executive in that position would exercise. In fulfilling their duty of care to our Company, our
directors must ensure compliance with the Mauritius Companies Act and our Constitution, as amended from time to time. A shareholder has the right to seek
damages against our directors if a duty owed by our directors to him as a shareholder is breached.
The functions and powers of our board of directors include, among others:
• Convening shareholders’ annual meetings and reporting its work to shareholders at such meetings;
• Authorizing dividends and distributions;
• Appointing officers and determining the term of office of officers;
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• Exercising the borrowing powers of our Company and mortgaging the property of our Company, provided that shareholders’ approval shall be required
if any transaction is a major transaction for our Company under section 130 of the Mauritius Companies Act, which includes, among others,
acquisitions and dispositions worth more than 75% of the value of our Company’s assets; and
• Approving the issuance and transfer of shares of our Company, including the recording of such shares in our share register.
Subject to the Mauritius Companies Act, our board of directors may delegate to a committee of directors, a director or employee of the Company, or any
other person, any one or more of its powers.
Additional Restrictions
For so long as International Finance Corporation and IFC GIF Investment Company I together hold at least 5% (five percent) of the share capital of the
Company, the decisions on the following matters shall not be taken and/ or implemented by the Company unless approved by way of a special resolution of
shareholders:
(a) amendment to the articles of association or memorandum of association of Azure Power India Private Limited and its subsidiaries, provided that any
amendment to the articles of association or memorandum of association of the Company’s subsidiaries (other than Azure Power India Private Limited)
shall not require approval of the shareholders of the Company if such amendment is carried out pursuant to a project finance, working capital limits,
non-fund based facilities, mezzanine financing (if the amount raised is less than 20% of the paid-up share capital of the Company) or any other
financing arrangements (if the amount raised is less than 20% of the paid-up share capital of the Company) raised for the Company’s subsidiaries (other
than Azure Power India Private Limited) that have been approved by the Board or Board delegated committee of the Company;
(b) disposal or sale, in a single transaction or a series of related transactions, of more than 50% of the Company’s assets (on a consolidated basis), or entry
into a single transaction or a series of related transactions where the Company will incur obligations or liabilities (on a consolidated basis) the value of
which is more than 50% of the Company’s assets (on a consolidated basis) before such transaction or series of related transactions;
(c) any change in the business of the Company or its subsidiaries, such business being understood to mean and include the activities that Azure Power
India Private Limited is authorized to carry out under the Main Objects clause of the memorandum of association of Azure Power India Private Limited
in effect on 22 July 2015; and
(d) any amendment to the ESOP plan approved by the Board, except as would not be a “material revision” as such term is defined in Section 303A.08 of
the New York Stock Exchange Listed Company Manual.
For so long as International Finance Corporation and/or IFC GIF Investment Company I hold any equity shares of the Company, the Company shall not, in
a single transaction, issue equity shares or share equivalents that are more than 10% (ten percent) of the share capital of the Company, unless approved by the
shareholders of the Company by way of an ordinary resolution.
Committees
Our board of directors has established the following committees: audit committee, nominating and corporate governance committee, and compensation
committee. Each committee’s members and functions are described below.
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Audit Committee
The audit committee consists of Mr. Arno Harris and Dr. Rajendra Prasad Singh. Mr. Robert Kelly resigned as Chairman of the Committee with effect
from January 25, 2019. Each of these individuals satisfies the independence requirements set forth in the New York Stock Exchange’s Listed Company Manual.
They also satisfy the independence requirements of Rule 10A-3 under the Securities Exchange Act of 1934, or the Exchange Act. Our audit committee oversees our
accounting and financial reporting processes and the audits of the financial statements of our company. Our audit committee is responsible for, among other things:
• Selecting our independent auditors and pre‑approving all auditing and non-auditing services permitted to be performed by our independent auditors;
• Reviewing with the independent auditors any audit problems or difficulties and management’s response;
• Regularly reviewing the independence of our independent auditors;
• Reviewing and approving all related party transactions on an ongoing basis;
• Discussing the annual audited financial statements with management and our independent auditors;
• Reviewing the adequacy and effectiveness of our accounting and internal control policies and procedures and any steps taken to monitor and control
major financial risk exposures;
• Monitoring compliance with our code of business conduct and ethics, including reviewing the adequacy and effectiveness of our procedures to ensure
proper compliance;
• Meeting separately and periodically with management and our internal and independent auditors;
• Reporting regularly to our full board of directors ; and
• Such other matters that are specifically delegated to our audit committee by our board of directors from time to time.
Compensation Committee
The compensation committee consists of Mr. Barney Rush, Mr. R.P. Singh and Mr. Arno Harris, and Mr. Barney Rush is the Chairman of the Committee.
Each of these individuals satisfies the independence requirements set forth in the New York Stock Exchange Listed Company Manual. Our compensation
committee assists our board of directors in reviewing and approving the compensation structure of our directors and executive officers, including all forms of
compensation to be provided to our directors and executive officers. Members of the compensation committee are not prohibited from direct involvement in
determining their own compensation.
Our chief executive officer may not be present at any committee meeting during which his compensation is deliberated. The compensation committee is
responsible for, among other things:
• Reviewing and approving the compensation package for our executive officers;
• Reviewing the compensation of our executive officers and directors and making recommendations to the board with respect to the compensation;
• Reviewing and approving corporate goals and objectives relevant to the compensation of our chief executive officer, other executive officers and
directors evaluating the performance of our chief executive officer, other executive officers and directors in light of those goals and objectives, and
setting the compensation level of our chief executive officer, other executive officers and directors based on such evaluation; and
• Reviewing periodically and making recommendations to the board regarding any long term incentive compensation or equity plans, programs or similar
arrangements, annual bonuses, employee pension and welfare benefit plans.
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Nominating and Corporate Governance Committee
The Nominating and Corporate Governance Committee consists of Mr. Barney Rush, Mr. Sanjeev Aggarwal, Mr. Cyril Cabanes, and Dr. Rajendra Prasad
Singh. Each of these individuals satisfies the “independence” requirements of the New York Stock Exchange. Mr. Rush is the Chairman of the Nominating and
Corporate Governance Committee. The purpose of the Nominating and Corporate Governance Committee is to assist the Board by fulfilling the following
responsibilities :
• Reviewing and making recommendations to the board of directors with respect to corporate governance guidelines and issues;
•
Identifying qualified candidates as consistent with the criteria approved by the Board for director nominees and recommending such candidates to the
Board for selection for all directorships to be filled by the Board, in conjunction with the Chairman of the Board;
• Nominating the chairs and members of the Board committees, in conjunction with the Chairman of the Board; and
• Conducting annual reviews of the Board’s independence, qualifications and experiences in light of the availability of potential Board members; and
oversee the evaluation of the board of directors .
Code of Business Conduct and Ethics
Our Code of Business Conduct and Ethics provides that our directors, officers and employees are expected to avoid any action, position or interest that
conflicts with the interests of our company or gives the appearance of a conflict. Directors, officers and employees have an obligation under our Code of Business
Conduct and Ethics to advance our company’s interests when the opportunity to do so arises.
D. Employees
As of March 31, 2019, we had 654 full time employees. We consider our relations with our employees to be amicable. The following table sets forth the
number of our employees for each of the major functions as of March 31, 2019:
Infrastructure
Bidding, capital and land strategy
Operations and maintenance
F&A and HRM
Total
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Number of
Employees
272
62
212
108
654
E. Share Ownership
The following table sets forth information with respect to the beneficial ownership of our equity shares as of March 31, 2019 by each of our directors and
all our directors and executive officers as a group and by each person known to us to own beneficially more than 5% of the equity shares. As used in this table,
beneficial ownership means the sole or shared power to vote or direct the voting or to dispose of or direct the sale of any security. A person is deemed to be the
beneficial owner of securities that can be acquired within 60 days upon the exercise of any option, warrant or right as on March 31, 2019. Equity Shares subject to
options, warrants or rights that are currently exercisable or exercisable within 60 days are deemed outstanding for computing the ownership percentage of the
person holding the options, warrants or rights, but are not deemed outstanding for computing the ownership percentage of any other person. The amounts and
percentages as of March 31, 2019 are based on 41,040,028 equity shares outstanding as of this date:
Name
Directors and Officers:
Inderpreet Singh Wadhwa (1)
Harkanwal Singh Wadhwa
Preet Sandhu
Pawan Agarwal
Surendra Kumar Gupta
Shalini Naagar
Shankar Kumar
Gaurang Sethi
Samitla Subba
Sanjeev Aggarwal (2)
Barney S. Rush (3)
Arno Harris (4)
Cyril Cabanes
Rajendra Prasad Singh
Eric Ng Yim On (5)
Muhammad Khalid Peyrye (6)
All Directors and Officers as a Group
5% or Greater Shareholders:
International Finance Corporation (7)
Helion Venture Partners II, LLC (8)
IFC GIF Investment Company I (9)
CDPQ Infrastructures Asia Pte Ltd. (10)
Number
shares
beneficially
owned
(%)
1,349,082
56,380
113,312
—
45,734
—
1,011
670
577
—
—
135,219
—
—
—
—
1,771,254
3,283,635
3,426,172
8,389,452
16,997,365
3.3%
0.14%
0.28%
—
0.11%
—
*
*
*
—
—
0.33%
—
—
—
—
4.3%
8.00%
8.35%
20.44%
41.42%
Less than 0.01%
Includes the equity shares held by IW Green LLC. Mr. Inderpreet Wadhwa is the beneficial owner of all equity interests of IW Green LLC.
*
(1)
(2) Does not include any equity shares of Mr. Aggarwal, a managing director of Helion Venture Partners, who may be deemed to beneficially own through
interests held by funds managed by Helion Venture Partners. Mr. Aggarwal’s business address is Helion Advisors Private Limited, Tower
B, 10th Floor, Vatika Towers, Sector 54, Gurgaon, 122 002, India.
(3) Mr. Rush’s business address is 6917 Maple Avenue, Chevy Chase, Maryland 20815.
(4) Mr. Harris’ business address is 135 Main Street, Suite 1320, San Francisco, California 94105.
(5) Mr. Ng’s business address is c/o AAA Global Services Ltd., 1st Floor, The Exchange 18 Cybercity, Ebene, Mauritius.
(6) Mr. Peyrye’s business address is c/o AAA Global Services Ltd., 1st Floor, The Exchange 18 Cybercity, Ebene, Mauritius.
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(7)
International Finance Corporation is an international organization established by Articles of Agreements among its member countries. Its principal address is
2121, Pennsylvania Avenue, NW, Washington, District of Columbia 20433, United States.
(8) Helion Investment Management, LLC holds the voting power in Helion Venture Partners II, LLC. SA Holdings Global Ltd and Gupta Goyal Trust are the
beneficial owners of Helion Investment Management, LLC. Mr. Sanjeev Aggarwal is the beneficial owner of SA Holdings Global Ltd and Mr. Ashish Gupta
and Ms. Nita Goyal are the beneficial owners of Gupta Goyal Trust. Each of the beneficial owners disclaims beneficial ownership in the shares held by the
aforementioned entities except to the extent of his or her pecuniary interest therein. The principal address of Helion Venture Partners II, LLC is Les Cascades
Building, Edith Cavell Street, Port Louis, Mauritius.
IFC Global Infrastructure Fund, LP is the beneficial owner of all equity interests of IFC GIF Investment Company I, while IFC Global Infrastructure (GP)
LLC and IFC Global Infrastructure (Alternate GP) LLP control the management and operations of with IFC Global Infrastructure Fund, LP. The principal
address of IFC GIF Investment Company I is c/o Cim Fund Services Ltd., 33 Edith Cavell Street, Port Louis, Mauritius.
(9)
(10) CDPQ Infrastructures Asia Pte Ltd., a company organized and existing under the laws of Singapore, is a wholly-owned subsidiary of the Caisse de dépôt et
placement du Québec, a body constituted by the Act Respecting the Caisse De Dépôt Et Placement Du Québec. The principal address of the Caisse de dépôt
et placement du Québec is 1000, Place Jean-Paul-Riopelle, Montréal, Québec, H2Z 2B3.
ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS
A. Major Shareholders
Please refer to “Item 6. Directors, Senior Management and Employees—E. Share Ownership”
B. Related Party Transactions
We believe that the terms of our related party transactions are comparable to the terms we could obtain from independent third parties. Our related party
transactions are subject to the review and approval of the audit committee of our Board of Directors. Our audit committee will consider whether the transaction is to
be conducted on an arms-length basis and whether the services can be procured from an independent third party. The charter of our audit committee as adopted by
our Board of Directors provides that we may not enter into any related-party transaction unless and until it has been approved by the audit committee.
Lease Agreement
On November 28, 2011, AZI entered into a lease agreement, which became effective from December 1, 2011, for our registered office building and a lease
arrangement for a guest house, which became effective February 1, 2016 with family members of Mr. Inderpreet Singh Wadhwa. Each transaction was conducted
in the normal course of operations, transacted at the market rate and was approved by a majority of the board of directors independently. During the year, AZI
terminated the lease agreement for our registered office and for the guest house and the security deposit’s were returned back to AZI. For the fiscal years ended
March 31, 2017, 2018 and 2019, the Company incurred rent expense on office facilities and guest house facilities totaling INR 19.4 million, INR 15.4 million and
INR 2.9 million (US$ 0.04 million), respectively, where the lessors are relatives of the Company’s chief executive officer and another director of AZI. As of
March 31, 2018, and 2019, the Company had security deposits with these lessors totaling INR 2.2 million and INR Nil million, respectively.
Shareholders Agreements
The Company did not have any changes to its shareholders agreement.
C. Interest of Experts and Counsel
Not applicable
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ITEM 8. FINANCI AL INFORMATION
A. Consolidated Statements and Other Financial Information
See “Item 18. Financial Statements” for a list of the financial statements filed as part of this annual report.
Legal Proceedings
We are currently involved in and may from time to time, become involved in legal, arbitration or governmental proceedings or be subject to claims arising
in the ordinary course of our business. We are not presently party to any legal proceedings that, in the opinion of our management, would reasonably be expected to
have a material adverse effect on our business, financial condition, operating results or cash flows if determined adversely to us. Regardless of the outcome,
litigation can have an adverse impact on us because of defense and settlement costs, diversion of management resources and other factors.
Dividend Policy and Dividend Distribution
We have never declared or paid dividends, nor do we have any present plan to pay any cash dividends on our equity shares in the foreseeable future. We
currently intend to retain our available funds and any future earnings to operate and expand our business.
B. Significant Changes
Except as disclosed elsewhere in this annual report, we have not experienced any significant changes since the date of the annual financial statement
included in this annual report.
ITEM 9. THE OFFER AND LISTING
A. Offer and Listing Details
Our equity shares are listed on the New York Stock Exchange since October 12, 2016 under the symbol “AZRE.”
B. Plan of Distribution
Not Applicable
C. Markets
Our equity shares are listed on the New York Stock Exchange under the symbol “AZRE”.
D. Selling Shareholders
Not applicable
E. Dilution
Not applicable
F. Expenses of the Issue
Not applicable
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ITEM 10. ADDITIO NAL INFORMATION
A. Share Capital
Not applicable
B. Memorandum and Articles of Association
We incorporate by reference into this annual report on Form 20-F the description of our Amended and Restated Constitution contained in our Form F-1
registration statement on Form F-1 (Registration No. 333-208584), as amended, initially filed with the SEC on December 16, 2015.
C. Material Contracts
We have not entered into any material contracts other than those in the ordinary course of business and other than those described in “Item 4. Information
on the Company” or elsewhere in this annual report.
D. Exchange Controls
Foreign Direct Investment
Foreign investments in Indian are primarily governed by the Foreign Exchange Management Act, 1999, as amended (“FEMA”), the rules, regulations and
notifications made thereunder, including the Foreign Exchange Management (Transfer or issue of security by a person resident outside India) Regulations, 2000, as
amended, and the consolidated foreign direct investment policy (effective as of June 7, 2016) (the “FDI Policy”) issued by the Department of Industrial Policy and
Promotion, Ministry of Commerce and Industry, Government of India.
Pursuant to the FDI Policy, investments can be made by non-residents in Indian companies to the extent of the percentage of the total capital of the Indian
company specified in the FDI Policy. The FDI Policy currently allows 100% foreign direct investment in Indian companies engaged in the solar power sector. The
FDI Policy also prescribes certain pricing and reporting requirements in respect of issue and transfer of shares of an Indian company to a non-resident person and
vice-versa and regulates downstream investments by Indian companies that are not owned or controlled by Indian resident persons. The Government of India
amended the method of calculating foreign investment in an Indian company pursuant to Press Note No. 2 (2009 Series) dated February 13, 2009 and Press Note
No. 4 (2009 Series) dated February 25, 2009.
A person residing outside India (other than a citizen of Pakistan or Bangladesh) or any entity incorporated outside India (other than an entity incorporated
in Pakistan or Bangladesh and an Overseas Corporate Body as defined in FEMA) has general permission to purchase shares, convertible debentures or preference
shares of an Indian company, subject to certain terms and conditions.
Currently, subject to certain exceptions, FDI and investment by Non-Resident Indians, or NRIs (as such term is defined in FEMA), in Indian companies do
not require the prior approval of the FIPB or the RBI. The Government of India has indicated that in all cases where FDI is allowed on an automatic basis without
FIPB approval, the RBI would continue to be the primary agency for the purposes of monitoring and regulating foreign investment.
E. Taxation
Mauritius Taxation
We are a company holding a Mauritius Category 1 Global Business Company, or GBC1, issued by the Financial Services Commission and is a tax resident
in Mauritius. The Income Tax Act 1995 of Mauritius imposes a tax in Mauritius on our chargeable income at the rate of 15%. However, under the Income Tax
(Foreign Tax Credit) Regulations 1996 of Mauritius, subject to the Income Tax Act 1995 and the regulations under the Income Tax (Foreign Tax Credit)
Regulations 1996, credit is allowed for foreign tax on the foreign source income of a resident of Mauritius against Mauritius tax computed by reference to the same
income, and where credit is allowed against Mauritius tax chargeable in respect of any income, the amount of Mauritius tax so chargeable shall be reduced by the
amount of the credit.
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Under the Income Tax (Foreign Tax Credit) Regulations 1996, “foreign source income” means income which is not derived from Mauritius and includes in
the case of a corporation holding a GBC1 under the Financial Services Act 2007 of Mauritius, income derived in the course of a global business. Subject to the
provisions of the Income Tax (Foreign Tax Credit) Regulations 1996, no credit is allowed in respect of foreign tax unless written evidence is presented to the
Mauritius Revenue Authority showing the amount of foreign tax which has been charged and for this purpose, “written evidence” includes a receipt of the relevant
authorities of the foreign country for the foreign tax or any other evidence that the foreign tax has been deducted or paid to the relevant authorities of that country.
However, pursuant to regulation 8 of the Income Tax (Foreign Tax Credit) Regulations 1996, if written evidence is not presented to the Mauritius Revenue
Authority showing the amount of foreign tax charged on our company’s foreign source income, the amount of foreign tax shall nevertheless be conclusively
presumed to be equal to 80% of the Mauritius tax chargeable with respect to that income and in such circumstance, the effective tax rate in Mauritius on our
chargeable income would be 3%.
Following amendments to the Financial Services Act 2007 of Mauritius pursuant to the Finance (Miscellaneous Provisions) Act 2010 in December 2010,
Mauritius companies holding a GBC1 issued by the Financial Services Commission in Mauritius are permitted to conduct business both in and outside Mauritius
(instead of outside Mauritius only). The operations of a GBC1 company in Mauritius will be subject to tax on chargeable income at the rate of 15% in Mauritius.
Following amendments to the Financial Services Act 2007 of Mauritius pursuant to the Finance Act 2018, a GBC1 incorporated prior to 16 th October
2017 will as from 30 th June 2021 be known as a Global Business Company and will be governed by the regulatory regime applicable to Global Business
Companies.
We hold tax residence certificates issued by the Mauritius Revenue Authority. These certificates are required for the avoidance of double taxation under
the Agreements for the Avoidance of Double Taxation signed between Mauritius and other jurisdictions, including India.
Mauritius has no capital gains tax and has no withholding tax on the payment of dividends.
Prospective investors are urged to consult their own tax advisers in order to fully understand the tax consequences of an investment in the equity shares.
US Federal Income Taxation
The following is a summary of certain U.S. federal income tax considerations that are likely to be relevant to the purchase, ownership and disposition of
our equity shares by a U.S. Holder (as defined below).
This summary is based on provisions of the Internal Revenue Code of 1986, as amended (the “Code”), and regulations, rulings and judicial interpretations
thereof, in force as of the date hereof. Those authorities may be changed at any time, perhaps retroactively, so as to result in U.S. federal income tax consequences
different from those summarized below.
This summary is not a comprehensive discussion of all of the tax considerations that may be relevant to a particular investor’s decision to purchase, hold,
or dispose of equity shares. In particular, this summary is directed only to U.S. Holders that purchase equity shares in this offering and that hold equity shares as
capital assets. This summary does not address tax consequences to U.S. Holders who may be subject to special tax rules, such as banks, brokers or dealers in
securities or currencies, traders in securities electing to mark to market, financial institutions, life insurance companies, tax exempt entities, entities that are treated
as partnerships for U.S. federal income tax purposes (or partners therein), holders that own or are treated as owning 10% or more of our equity shares by vote or
value, nonresident alien individuals who are present in the United States for more than 182 days during the taxable year, persons holding equity shares as part of a
hedging or conversion transaction or a straddle, or persons whose functional currency is not the U.S. dollar. Moreover, this summary does not address state, local or
foreign taxes, the U.S. federal estate and gift taxes, or the Medicare contribution tax applicable to net investment income of certain non-corporate U.S. Holders, or
alternative minimum tax consequences of acquiring, holding or disposing of equity shares.
95
For purposes of this summary, a “U.S. Holder” is a beneficial owner of equity shares that is a citizen or resident of the United States or a U.S. domestic
corporation or that otherwise is subject to U.S. federal income taxation on a net income basis in respect of such equity shares.
You should consult your own tax advisors about the consequences of the acquisition, ownership, and disposition of the equity shares, including the
relevance to your particular situation of the considerations discussed below and any consequences arising under foreign, state, local or other tax laws.
Taxation of Dividends
Subject to the discussion below under “—Passive Foreign Investment Company Status,” the gross amount of any distribution of cash or property with
respect to our equity shares that is paid out of our current or accumulated earnings and profits (as determined for U.S. federal income tax purposes) will generally
be includible in your taxable income as ordinary dividend income on the day on which you receive the dividend and will not be eligible for the dividends-received
deduction allowed to corporations under the Code.
We do not expect to maintain calculations of our earnings and profits in accordance with U.S. federal income tax principles. U.S. Holders therefore should
expect that distributions generally will be treated as dividends for U.S. federal income tax purposes.
Subject to certain exceptions for short-term positions, the U.S. dollar amount of dividends received by an individual with respect to the equity shares will
be subject to taxation at a preferential rate if the dividends are “qualified dividends.” Dividends paid on the equity shares will be treated as qualified dividends if:
•
the equity shares are readily tradable on an established securities market in the United States or we are eligible for the benefits of a comprehensive tax
treaty with the United States that the U.S. Treasury determines is satisfactory for purposes of this provision and that includes an exchange of
information program; and
• we were not, in the year prior to the year in which the dividend was paid, and are not, in the year in which the dividend is paid, a passive foreign
investment company (a “PFIC”).
The equity shares are listed on the New York Stock Exchange, and will qualify as readily tradable on an established securities market in the United States
so long as they are so listed. As discussed below, we do not believe we were a PFIC for our taxable year ended March 31, 2019, and do not anticipate becoming a
PFIC for our current taxable year or in the foreseeable future. Holders should consult their own tax advisers regarding the availability of the reduced dividend tax
rate in light of their own particular circumstances.
Dividend distributions with respect to our equity shares generally will be treated as “passive category” income from sources outside the United States for
purposes of determining a U.S. Holder’s U.S. foreign tax credit limitation.
U.S. Holders that receive distributions of additional equity shares or rights to subscribe for equity shares as part of a pro rata distribution to all our
shareholders generally will not be subject to U.S. federal income tax in respect of the distributions, unless the U.S. Holder has the right to receive cash or property,
in which case the U.S. Holder will be treated as if it received cash equal to the fair market value of the distribution.
Taxation of Dispositions of Equity Shares
Subject to the discussion below under “—Passive Foreign Investment Company Status,” if a U.S. Holder realizes gain or loss on the sale, exchange or
other disposition of equity shares, that gain or loss will be capital gain or loss and generally will be long-term capital gain or loss if the equity shares have been held
for more than one year. Long-term capital gain realized by a U.S. Holder that is an individual generally is subject to taxation at a preferential rate. The deductibility
of capital losses is subject to limitations. The amount of gain or loss will be equal to the difference, if any, between the amount realized and the U.S. Holder’s
adjusted tax basis in shares. A U.S. Holder’s initial tax basis in shares generally will equal the cost of such shares. The deductibility of capital losses is subject to
limitations.
96
Gain, if any, realized by a U.S. Holder on the sale or other disposition of the equity shares generally will be treated as U.S. source income for U.S. foreign
tax credit purposes. Consequently, if an Indian withholding tax is imposed on the sale or disposition of the shares, a U.S. Holder that does not receive significant
foreign source income from other sources may not be able to derive effective U.S. foreign tax credit benefits in respect of such Indian taxes. U.S. Holders should
consult their own tax advisors regarding the application of the foreign tax credit rules to their investment in, and disposition of, the equity shares.
Passive Foreign Investment Company Status
Special U.S. tax rules apply to companies that are considered to be passive foreign investment companies (“PFICs”). We will be classified as a PFIC in a
particular taxable year if, taking into account our proportionate share of the income and assets of our subsidiaries under applicable “look-through” rules, either
•
•
75 percent or more of our gross income for the taxable year is passive income; or
the average percentage of the value of our assets that produce or are held for the production of passive income is at least 50 percent.
For this purpose, passive income generally includes dividends, interest, gains from certain commodities transactions, rents, royalties and the excess of
gains over losses from the disposition of assets that produce passive income. We believe, and the other paragraphs in this disclosure generally assume, that we were
not a PFIC for our taxable year ending March 31, 2019 and that, based on the present composition of our income and assets and the manner in which we conduct
our business, we will not be a PFIC in our current taxable year or in the foreseeable future. Whether we are a PFIC is a factual determination made annually, and
our status could change depending, among other things, upon changes in the composition and amount of our gross income and the relative quarterly average value
of our assets. In particular, if we generate a small amount of gross income that is attributable to passive income in a taxable year, then there is a risk that we may be
a PFIC for that taxable year. If we were a PFIC for any taxable year in which you hold our equity shares, you generally would be subject to additional taxes on
certain distributions and any gain realized from the sale or other taxable disposition of our equity shares regardless of whether we continued to be a PFIC in any
subsequent year, unless you to mark your equity shares to market for tax purposes on an annual basis. You are encouraged to consult your own tax advisor as to our
status as a PFIC and the tax consequences to you of such status.
Foreign Financial Asset Reporting
Certain U.S. Holders that own “specified foreign financial assets” with an aggregate value in excess of US$50,000 are generally required to file an
information statement along with their tax returns, currently on IRS Form 8938, with respect to such assets. “Specified foreign financial assets” include any
financial accounts held at a non-U.S. financial institution, as well as securities issued by a non-U.S. issuer that are not held in accounts maintained by financial
institutions. The understatement of income attributable to “specified foreign financial assets” in excess of U.S.$5,000 extends the statute of limitations with respect
to the tax return to six years after the return was filed. U.S. Holders who fail to report the required information could be subject to substantial penalties. Prospective
investors are encouraged to consult with their own tax advisors regarding the possible application of these rules, including the application of the rules to their
particular circumstances.
Backup Withholding and Information Reporting
Dividends paid on, and proceeds from the sale or other disposition of, the equity shares to a U.S. Holder generally may be subject to the information
reporting requirements of the Code and may be subject to backup withholding unless the U.S. Holder provides an accurate taxpayer identification number and
makes any other required certification or otherwise establishes an exemption. Backup withholding is not an additional tax. The amount of any backup withholding
from a payment to a U.S. Holder will be allowed as a refund or credit against the U.S. Holder’s U.S. federal income tax liability, provided the required information
is furnished to the U.S. Internal Revenue Service in a timely manner.
97
A holder that is a foreign corporation or a non-resident alien individual may be required to comply with certification and identification procedures in order
to establish its exemption from information reporting and backup withholding.
Indian Taxation
The discussion contained herein is based on the applicable tax laws of India as in effect on the date hereof and is subject to possible changes in Indian law
that may come into effect after such date. Prospective investors should consult their own tax advisers as to the consequences of purchasing the equity shares,
including, without limitation, the consequences of the receipt of dividend and the sale, transfer or disposition of the equity shares.
Dividend payments to Azure Power Global Limited by our subsidiary, AZI, are subject to dividend distribution tax in India payable by AZI at a rate of
17.304% on the total amount distributed as a dividend as grossed up by the amount of such dividend distribution tax. Any dividend income in respect of our equity
shares will not be subject to any withholding or deduction in respect of Indian income tax laws so long as our holding company is deemed to be tax resident in
Mauritius.
Pursuant to amendments to the Indian Income Tax Act, 1961, as amended, income arising directly or indirectly through the transfer of a capital asset,
including any share or interest in a company or entity registered or incorporated outside India, will be liable to tax in India, if such share or interest derives, directly
or indirectly, its value substantially from assets (whether tangible or intangible) located in India and whether or not the seller of such share or interest has a
residence, place of business, business connection, or any other presence in India. The share or interest of the company or entity registered or incorporated outside of
India, shall be deemed to derive its value substantially from the assets located in India, if the value of such Indian assets exceeds INR 100 million, and represents at
least 50% of the value of all the assets owned by the company or entity registered or incorporated outside of India. Substantially all of our assets are located in
India. However, if the transferor of share or interest in a company or entity registered or incorporated outside of India (along with its associated enterprises), neither
holds the right of management or control in the company or entity registered or incorporated outside of India nor holds voting power or share capital or interest
exceeding 5% of the total voting power or total share capital or interest in the company or entity registered or incorporated outside of India, at any time during the
twelve months preceding the date of transfer, such small shareholders are exempt from the indirect transfer provisions mentioned above.
The amendments also do not deal with the interplay between the Indian Income Tax Act, 1961, as amended, and the double taxation avoidance agreements
that India has entered into with countries such as the United States, in case of an indirect transfer. Accordingly, the implications of these amendments are presently
unclear. If it is determined that these amendments apply to a holder of our equity shares, such holder could be liable to pay tax in India on such income.
F. Dividends and Paying Agents
Not applicable
G. Statements by Experts
Not applicable
H. Documents on Display
All information filed with the SEC can be inspected and copied at the public reference facilities maintained by the SEC at 100 F Street, N.E., Washington,
D.C. 20549. You can request copies of these documents upon payment of a duplicating fee, by writing to the SEC. Please call the SEC at 1-800-SEC-0330 for
further information on the operation of the public reference rooms. The SEC maintains a website at www.sec.gov that contains reports, proxy and information
statements and other information regarding registrants that make electronic filings through its Electronic Data Gathering, Analysis, and Retrieval, or EDGAR,
system. All our Exchange Act reports and other SEC filings will be available through the EDGAR system.
98
I. Subsidiary Information
Not applicable
ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Quantitative and Qualitative Disclosures about Market Risk
We are exposed to several market risks in our normal business activities. Market risk is the potential loss that may result from market changes associated
with our business or with an existing or forecasted financial or commodity transaction. The types of market risks we are exposed to are interest rate risk and foreign
currency risk.
Interest Rate Risk
As of March 31, 2019, our long-term debt was at both fixed and variable interest rates. Exposure to interest rate fluctuations will depend on the amount of
debt that bears interest at variable rates, the time at which the interest rate is adjusted and the quantum of fluctuation in the interest rate.
Our results of operations are subject to interest rate fluctuations on our variable rate borrowings. The sensitivity analysis below have been determined
based on the exposure to interest rates for non-derivative financial instruments at the balance sheet date. For floating rate liabilities, the analysis is prepared
assuming the amount of liability outstanding at the balance sheet date was outstanding for the whole period.
A hypothetical increase or decrease in our variable interest rates by 1% would not have had a significant increase or decrease in interest cost for the
Company, for the fiscal year ended March 31, 2019.
We intend to use hedging strategies to mitigate our exposure to interest rate fluctuations, we may not hedge all of our interest rate risk and, to the extent we
enter into interest rate hedges, our hedges may not necessarily have the same duration as the associated indebtedness. Our exposure to interest rate fluctuations will
depend on the amount of indebtedness that bears interest at variable rates, the time at which the interest rate is adjusted, the amount of the adjustment, our ability to
prepay or refinance variable rate indebtedness when fixed rate debt matures and needs to be refinanced and hedging strategies we may use to reduce the impact of
any increases in rates.
Foreign Currency Risk
The functional currency of Indian subsidiaries is Indian rupees, where we have long term debts denominated in U.S. dollars and Indian rupees. The U.S.
dollar denominated loans and the proceeds of the debts denominated in other than the reporting currency, i.e., proceeds from the Solar Green Bonds. We have
hedged against the exchange rate risk on the Solar Green Bonds. These fluctuations in the exchange rates between U.S. dollars and Indian rupees may result in
higher fair value adjustments on our outstanding foreign currency loans.
We also have three international subsidiaries, with functional currency is U.S. dollar and consequently, we are exposed to foreign exchange risk on routine
transactions entered locally by these subsidiaries. The exchange rate between Indian rupees and U.S. dollars has fluctuated significantly in recent years and may
continue to fluctuate in the future. Depreciation of the Indian rupee against the U.S. dollar may result in translation loss in the Consolidated financial statements.
We have hedged against the exchange rate risk on our Solar Green Bonds so as to minimize the effect of any adverse movement in the exchange rates.
Further, we have partially hedged against debts denominated in U.S. dollars in Indian subsidiaries, in order to minimize the adverse impact of a large currency
movement. These hedges are for a period of up to 5.5 years. We have taken foreign currency loans for our Rajasthan 1, Rajasthan 2 and Oberoi Rooftop projects.
99
Cash flow hedges with notional amounts of US$ 499.6 million and US$ 530.4 million were outstanding as at March 31, 2018 and 2019, respectively, with
the balance maturity period ranging from 0.5 months to 5.5 years as of March 31, 2019. The fair value of these cash flow hedges as of March 31, 2018 and 2019
was US$ 5.1 million and US$ 29.4 million of liability and asset, respectively and is included in accumulated other comprehensive loss on our consolidated balance
sheets. The changes in the fair value of these option contracts are recognized in the Consolidated Statements of Operations and are included in interest expense.
We continue to monitor our risks and will consider hedging significant foreign currency exposures on an ongoing basis.
ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES
Not applicable
100
PART II
ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES
None
ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS
Material modifications to the rights of the security holders
There have been no material modifications to the rights of securities holders or the use of proceeds.
Use of proceeds
During October – November, 2018, we completed our follow-on to our public offering of our equity shares pursuant to a Registration Statement on Form
F-3, as amended (File No. 333-227164), which became effective on September 10, 2018. Credit Suisse Securities (USA) LLC., Barclays Capital Inc., and HSBC
Securities (USA) Inc., acted as managing underwriters for the issue. An aggregate of 14,915,542 shares (including 115,542 shares exercised by underwriters
subsequent to our offering) were sold by us in the offering at a price of US$12.50 per share. The initial offering by the Company and the private placement resulted
in aggregate gross proceeds before expense of US$186.4 million and incurred an underwriter’s commission and other expenses of US$1.3 million. We have used
US$182.0 million of the net proceeds to purchase equity shares of our subsidiary AZI and Azure Power Rooftop Private Limited, as outlined in the registration
statement and prospectus.
ITEM 15. CONTROLS AND PROCEDURES
A. Disclosure Controls and Procedures
As required by Rules 13a-15 and 15d-15 under the Exchange Act, management, including our group Chief Executive Officer and our group Chief
Financial and Operating officer, has evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this annual report.
Disclosure controls and procedures refer to controls and other procedures designed to ensure that information required to be disclosed in the reports we file or
submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the rules and forms of the SEC. Disclosure
controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in our reports that
we file or submit under the Exchange Act is accumulated and communicated to management, including our principal executive and principal financial officers, or
persons performing similar functions, as appropriate to allow timely decisions regarding our required disclosure.
Based on the foregoing, our group Chief Executive Officer and our group Chief Financial and Operating Officer have concluded that, as of March 31,
2019, our disclosure controls and procedures were effective.
B. Management’s Report on Internal Control over Financial Reporting
Management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f)
of the Exchange Act. Internal control over financial reporting includes maintaining records that, in reasonable detail, accurately and fairly reflect our transactions;
providing reasonable assurance that transactions are recorded as necessary for preparation of our financial statements; providing reasonable assurance that receipts
and expenditures of company assets are made in accordance with management authorization; and providing reasonable assurance that unauthorized acquisition, use
or disposition of company assets that could have a material effect on our financial statements would be prevented or detected on a timely basis. Because of its
inherent limitations, internal control over financial reporting is not intended to provide absolute assurance that a misstatement of our financial statements would be
prevented or detected. Also, projections of any evaluation of the effectiveness of internal control over financial reporting to future periods are subject to the risk
that the controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
101
Management used the Committee of Sponsoring Organizations of the Treadway Commission Internal Control—Integrated Framework (2013), or the
COSO framework, to evaluate the effectiveness of internal control over financial reporting. Management believes that the COSO framework is a suitable
framework for its evaluation of financial reporting because it is free from bias, permits reasonably consistent qualitative and quantitative measurements of our
internal control over financial reporting, is sufficiently complete so that those relevant factors that would alter a conclusion about the effectiveness of our internal
control over financial reporting are not omitted and is relevant to an evaluation of internal control over financial reporting. Management has assessed the
effectiveness of our internal control over financial reporting as of March 31, 2019 and has concluded that such internal control over financial reporting is effective.
C. Attestation Report of the Registered Public Accounting Firm
This annual report does not include an attestation report of our Company’s Registered Public Accounting firm, as the Company being an emerging growth
company under JOBS Act is exempted from such attestation requirement.
D. Changes in Internal Control over Financial Reporting
During the period covered by this annual report, there were no changes in our internal control over financial reporting that have materially affected, or are
reasonably likely to materially affect, our internal control over financial reporting.
ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT
We have determined that Mr. Arno Harris is an “audit committee financial expert” as defined in Item 16A(b) of Form 20-F by the Securities and Exchange
Commission’s rules and “independent” as that term is defined in the New York Stock Exchange listing standards.
ITEM 16B. CODE OF ETHICS
The Company has a Code of Conduct policy for all employees and a Code of Ethics policy that applies to our principal executive officer, our principal
financial and accounting officer and our other senior officers. Copies of our Code of Business Conduct and Ethics are available on the “Investor Relations” page of
our corporate website www.azurepower.com or at http://investors.azurepower.com/~/media/Files/A/Azure-Power-IR/governance-documents/code-of-business-
conduct-and-ethics-2-may-2016.pdf .
ITEM 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES
Ernst and Young Associates, LLP, has served as our independent registered public accountant for each of the years ended March 31, 2018 and March 31,
2019 for which audited statements appear in this annual report.
The following table shows the aggregate fees for professional services and other services rendered by Ernst and Young Associates, LLP,and the various
member firms of Ernst and Young Associates, LLP to us, including some of our subsidiaries, in fiscal years 2018 and 2019.
Particulars
Audit fees (audit and review of financial
statements and offerings)
All other fees (tax advisory services)
Total
2018
(INR)
2019
(INR)
2019
(US$)
58,540,000
1,400,000
59,940,000
47,500,000
5,000,000
52,500,000
686,813
72,296
759,109
102
The policy of our audit committee is to pre-approve all audit and non-audit services provided by Ernst and Young Associates, LLP, including audit
services, audit-related services and tax services. We have a written policy on the engagement of an external auditor.
ITEM 16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES
Not applicable
ITEM 16E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS
Not applicable
ITEM 16F. CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT
Not applicable
ITEM 16G. C ORPORATE GOVERNANCE
We are a “foreign private issuer” (as such term is defined in Rule 3b-4 under the Exchange Act) and our equity shares are listed on the New York Stock
Exchange. Under Section 303A of the New York Stock Exchange Listed Company Manual, New York Stock Exchange listed companies that are foreign private
issuers are permitted to follow home country practice in lieu of the corporate governance provisions specified by the New York Stock Exchange, with limited
exceptions. As required by the New York Stock Exchange Listed Company Manual, we note the following significant differences between our corporate
governance practices and the corporate governance practices required to be followed by U.S. domestic companies under the New York Stock Exchange Listed
Company Manual:
• Under the New York Stock Exchange Listed Company Manual, the board of directors of U.S. domestic listed companies are required to have a majority
of independent directors. We are not subject to this requirement under the Mauritius law and have decided to follow home country practice on this
matter. However, our board of directors currently has a majority of independent directors.
• The New York Stock Exchange Listed Company Manual also requires U.S. domestic listed companies to regularly hold executive sessions for non-
management directors, or an executive session that only includes independent directors at least once a year. We are not subject to this requirement
under the Mauritius law and have decided to follow our home country practice on this matter
ITEM 16H. MINE SAFETY DISCLOSURE
Not applicable
103
PART III
ITEM 17. FINANCIAL STATEMENTS
See “Item 18. Financial Statements” for a list of the financial statements filed as part of this annual report.
ITEM 18. FINANCIAL STATEMENTS
The following financial statements are filed as part of this annual report, together with the report of the independent registered public accounting firms:
• Report of Independent Registered Public Accounting Firm.
• Consolidated Balance Sheets as of March 31, 2018 and 2019.
• Consolidated Statements of Operations for the years ended March 31, 2017, 2018 and 2019.
• Consolidated Statements of Comprehensive loss for the years ended March 31, 2017, 2018 and 2019.
• Consolidated Statements of Preferred Shares and Shareholders deficit for the years ended March 31, 2017, 2018 and 2019.
• Consolidated Statements of Cash Flows for the years ended March 31, 2017, 2018 and 2019
• Notes to Consolidated Financial Statements.
104
ITEM 19. EXHI BITS
Exhibit Number
Description
1.1†
2.1†
4.1#†
4.2†
4.3†
4.4†
4.5†
4.6†
4.7†
4.8†
4.9†
The Constitution of Azure Power Global Limited, as currently in effect (incorporated by reference to Exhibit 3.2 of our Registration Statement
on Form F-1 (File No. 333-208584) filed with the Securities and Exchange Commission on March 31, 2016)
Form of Equity Share Certificate of Azure Power Global Limited (incorporated by reference to Exhibit 4.1 of our Registration Statement
on Form F-1 (file No. 333-208584) filed with the Securities and Exchange Commission on December 16, 2015)
2016 Equity Incentive Plan (as amended in 2017) (incorporated by reference to Exhibit 10.2 of our Registration Statement on Form F-
1 (file No. 333-208584) filed with the Securities and Exchange Commission on June 30, 2016)
Shareholders Agreement, dated July 22, 2015, by and among the shareholders named therein and Azure Power Global Limited (incorporated by
reference to Exhibit 10.3 of our Registration Statement on Form F-1 (file No. 333-208584) filed with the Securities and Exchange Commission
on December 16, 2015)
Shareholders Agreement, dated July 22, 2015, by and among Azure Power Global Limited, AZI, Inderpreet Singh Wadhwa and Harkanwal
Singh Wadhwa (incorporated by reference to Exhibit 10.3 of our Registration Statement on Form F-1 (file No. 333-208584) filed with the
Securities and Exchange Commission on March 1, 2016)
Amendment to the Shareholders Agreement, dated March 30, 2016, by and among the shareholders named therein and Azure Power Global
Limited (incorporated by reference to Exhibit 10.5 of our Registration Statement on Form F-1 (file No. 333-208584) filed with the Securities
and Exchange Commission on April 19, 2016)
Second Amendment to the Shareholders Agreement, dated September 5, 2016, by and among the shareholders named therein and Azure Power
Global Limited (incorporated by reference to Exhibit 10.6 of our Registration Statement on Form F-1 (file No. 333-208584) filed with the
Securities and Exchange Commission on September 22, 2016)
Sponsor Lock-in Agreement, dated July 22, 2015, by and among the shareholders named therein and IW Green Inc. and Inderpreet Singh
Wadhwa (incorporated by reference to Exhibit 10.6 of our Registration Statement on Form F-1 (file No. 333-208584) filed with the Securities
and Exchange Commission on April 19, 2016)
Amendment to the Sponsor Lock-in Agreement, dated April 16, 2016, by and among the shareholders named therein and IW Green Inc. and
Inderpreet Singh Wadhwa (incorporated by reference to Exhibit 10.7 of our Registration Statement on Form F-1 (file No. 333-208584) filed
with the Securities and Exchange Commission on April 19, 2016)
Second Amendment to the Sponsor Lock-in Agreement, dated September 5, 2016, by and among the shareholders named therein and IW Green
Inc. and Inderpreet Singh Wadhwa (incorporated by reference to Exhibit 10.9 of our Registration Statement on Form F-1 (file No. 333-
208584) filed with the Securities and Exchange Commission on September 22, 2016)
Form of Registration Rights Agreement by and among the shareholders named therein and Azure Power Global Limited (incorporated by
reference to Exhibit 10.8 of our Registration Statement on Form F-1 (file No. 333-208584) filed with the Securities and Exchange Commission
on June 30, 2016)
4.10#†
Employment Agreement, dated November 7, 2008, by and between AZI and Inderpreet Singh Wadhwa (incorporated by reference to
Exhibit 10.5 of our Registration Statement on Form F-1 (file No. 333-208584) filed with the Securities and Exchange Commission on
December 16, 2015)
105
Exhibit Number
Description
4.11#†
4.12#†
4.13#†
4.14#†
4.15†
4.16†
4.17†
4.18†
4.19†
4.20†
4.21†
Employment Agreement, dated May 5, 2011, by and between AZI and Surendra Kumar Gupta (incorporated by reference to Exhibit 10.6 of our
Registration Statement on Form F-1 (file No. 333-208584) filed with the Securities and Exchange Commission on December 16, 2015)
Employment Agreement, dated November 1, 2009, by and between AZI and Preet Sandhu (incorporated by reference to Exhibit 10.8 of our
Registration Statement on Form F-1 (file No. 333-208584) filed with the Securities and Exchange Commission on December 16, 2015)
Employment Agreement, dated August 31, 2011, by and between AZI and Glen Minyard (incorporated by reference to Exhibit 10.9 of our
Registration Statement on Form F-1 (file No. 333-208584) filed with the Securities and Exchange Commission on December 16, 2015)
Employment Agreement, dated February 1, 2014, by and between AZI and Mohor Sen (incorporated by reference to Exhibit 10.10 of our
Registration Statement on Form F-1 (file No. 333-208584) filed with the Securities and Exchange Commission on December 16, 2015)
Indenture of Lease, dated October 15, 2013, by and between AZI and Sunbir Singh Wadhwa and Kulwinder Wadhwa (incorporated by
reference to Exhibit 10.11 of our Registration Statement on Form F-1 (file No. 333-208584) filed with the Securities and Exchange
Commission on December 16, 2015)
Form of Indemnification Agreement by and between Azure Power Global Limited and each of the Officers and Directors of Azure Power
Global Limited (incorporated by reference to Exhibit 10.16 of our Registration Statement on Form F-1 (file No. 333-208584) filed with the
Securities and Exchange Commission on June 15, 2016)
Subscription Agreement, dated June 24, 2015, by and among AZI, Inderpreet Singh Wadhwa, Harkanwal Singh Wadhwa and International
Finance Corporation (incorporated by reference to Exhibit 10.14 of our Registration Statement on Form F-1 (file No. 333-208584) filed with
the Securities and Exchange Commission on December 16, 2015)
Subscription Agreement, dated June 24, 2015, by and among Azure Power Global Limited, Inderpreet Singh Wadhwa, Harkanwal Singh
Wadhwa, IW Green Inc. (which has since been converted to IW Green LLC) and IFC GIF Investment Company I (incorporated by reference to
Exhibit 10.13 of our Registration Statement on Form F-1 (file No. 333-208584) filed with the Securities and Exchange Commission on
December 16, 2015)
CCPS Subscription Agreement, dated July 22, 2015, by and among Azure Power Global Limited, Sponsors and Société de Promotion et de
Participation pour la Coopération Économique S.A. (incorporated by reference to Exhibit 10.15 of our Registration Statement on Form F-
1 (file No. 333-208584) filed with the Securities and Exchange Commission on December 16, 2015)
Letter Agreement, dated July 27, 2015, by and among Azure Power Global Limited, International Finance Corporation, AZI, IW Green Inc.
(which has since been converted to IW Green LLC), Inderpreet Singh Wadhwa and Harkanwal Singh Wadhwa (incorporated by reference to
Exhibit 10.16 of our Registration Statement on Form F-1 (file No. 333-208584) filed with the Securities and Exchange Commission on
December 16, 2015)
Third Amendment to the Shareholders Agreement, dated September 28, 2016, by and among the shareholders named therein and Azure Power
Global Limited (incorporated by reference to Exhibit 10.23 of our Registration Statement on Form F-1 (file No. 333-208584) filed with the
Securities and Exchange Commission on October 3, 2016)
106
Exhibit Number
4.22†
4.23†
4.24†
4.25†
4.26†
Description
CCPS Subscription Agreement, dated September 19, 2016, by and among Azure Power Global Limited, the Sponsors named therein and IFC
GIF Investment Company I (incorporated by reference to Exhibit 10.24 of our Registration Statement on Form F-1 (file No. 333-208584) filed
with the Securities and Exchange Commission on October 3, 2016)
Amendment to CCPS Subscription Agreement, dated September 28, 2016, by and among Azure Power Global Limited, the Sponsors named
therein and IFC GIF Investment Company I (incorporated by reference to Exhibit 10.25 of our Registration Statement on Form F-
1 (file No. 333-208584) filed with the Securities and Exchange Commission on October 3, 2016)
Share Purchase Agreement, dated September 30, 2016, by and between Azure Power Global Limited and CDPQ Infrastructures Asia Pte Ltd.
(incorporated by reference to Exhibit 10.26 of our Registration Statement on Form F-1 (file No. 333-208584) filed with the Securities and
Exchange Commission on October 3, 2016)
Amended and Restated Shareholders Agreement, dated March 28, 2017, by and among Azure Power Global Limited, AZI, Inderpreet Singh
Wadhwa and Harkanwal Singh Wadhwa. (incorporated by reference to Exhibit 4.26 of our annual report on Form 20-F (file No. 001-
37909) filed with the Securities and Exchange Commission on June 19, 2017)
Indenture among Azure Power Energy Ltd, Azure Power Global Limited and Citicorp International Limited dated August 3, 2017 (incorporated
by reference to Exhibit 4.26 of our annual report on Form 20-F (file No. 001-37909) filed with the Securities and Exchange Commission on
June 15, 2018)
4.27†#
2016 Equity Incentive Plan (as amended in 2017) (incorporated by reference to Exhibit 4.3 of our Registration Statement on Form S-
8 (file No. 333-222331) filed with the Securities and Exchange Commission on December 28, 2017)
8.1*
11.1†
12.1*
12.2*
13.1**
13.2**
15.1*
List of Subsidiaries of Azure Power Global Limited
Code of Business Conduct and Ethics of the Registrant (incorporated by reference to Exhibit 11.1 of our annual report on Form 20-
F (file No. 001-37909) filed with the Securities and Exchange Commission on June 19, 2017)
CEO Certification Pursuant to Section 302 of the Sarbanes Oxley Act of 2002
CFO Certification Pursuant to Section 302 of the Sarbanes Oxley Act of 2002
CEO Certification Pursuant to Section 906 of the Sarbanes Oxley Act of 2002
CFO Certification Pursuant to Section 906 of the Sarbanes Oxley Act of 2002
Consent of Independent Registered Public Accounting Firm
101.INS*
XBRL Instance Document
101.SCH*
XBRL Taxonomy Extension Schema Document
101.CAL*
XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*
XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*
XBRL Taxonomy Extension Labels Linkbase Document
101.PRE*
XBRL Taxonomy Extension Presentation Linkbase Document
#
†
*
**
Indicates management contract or compensatory plan.
Previously filed
Filed with this annual report on Form 20-F
Furnished with this annual report on Form 20-F
107
The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to
sign this annual report on this Form 20-F on its behalf.
SIGNAT URES
Azure Power Global Limited
By:
Name:
Title:
/s/ Inderpreet Singh Wadhwa
Inderpreet Singh Wadhwa
Chairman of the Board of Directors and Chief Executive Officer
Date: June 10, 2019
108
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
Consolidated Financial Statements
Report of Independent Registered Public Accounting Firm
Consolidated Balance Sheets as of March 31, 2018 and 2019
Consolidated Statements of Operations for the years ended March 31, 2017, 2018 and 2019
Consolidated Statements of Comprehensive profit/(loss) for the years ended March 31, 2017, 2018 and 2019
Consolidated Statements of Preferred Shares and Shareholders’ Equity/(Deficit) for the years ended March 31, 2017, 2018 and 2019
Consolidated Statements of Cash Flows for the years ended March 31, 2017, 2018 and 2019
Notes to Consolidated Financial Statements
Page
F-2
F-3
F-4
F-5
F-6
F-7
F-8
F-1
Report of Independent Regist ered Public Accounting Firm
To the shareholders and the board of directors of Azure Power Global Limited
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Azure Power Global Limited (the “Company“) as of March 31, 2019 and 2018, the related
consolidated statements of operations, comprehensive loss, preferred shares and shareholders‘ equity and cash flows for each of the three years in the period ended
March 31, 2019, and the related notes (collectively referred to as the “consolidated financial statements“). In our opinion, the consolidated financial statements
present fairly, in all material respects, the financial position of the Company at March 31, 2019 and 2018, and the results of its operations and its cash flows for
each of the three years in the period ended March 31, 2019, in conformity with U.S. generally accepted accounting principles.
Basis for Opinion
These financial statements are the responsibility of the Company‘s management. Our responsibility is to express an opinion on the Company‘s financial statements
based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required
to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and
Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were
we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control
over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.
Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing
procedures that respond to those risks. Such procedures include examining, on a test basis, evidence regarding the amounts and disclosures in the financial
statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall
presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
/s/ Ernst & Young Associates LLP
We have served as the Company’s auditor since year 2009,
Gurugram, India
June 10, 2019
F-2
AZURE POWER GLOBAL LIMITED
Consolidated Balance Sheets
(INR and US$ amounts in thousands, except share and par value data)
Assets
Current assets:
Cash and cash equivalents
Investments in available for sale securities
Restricted cash
Accounts receivable, net
Prepaid expenses and other current assets
Total current assets
Restricted cash
Property, plant and equipment, net
Software, net
Deferred income taxes
Other assets
Investments in held to maturity securities
Total assets
Liabilities and shareholders’ equity
Current liabilities:
Short-term debt
Accounts payable
Current portion of long-term debt
Income taxes payable
Interest payable
Deferred revenue
Other liabilities
Total current liabilities
Non-current liabilities:
Long-term debt
Deferred revenue
Deferred income taxes
Asset retirement obligations
Other liabilities
Total liabilities
Shareholders’ equity
Equity shares, US$ 0.000625 par value; 25,996,932 and 41,040,028 shares
issued and outstanding as of March 31, 2018 and 2019, respectively
Additional paid-in capital
Accumulated deficit
Accumulated other comprehensive loss
Total APGL shareholders’ equity
Non-controlling interest
Total shareholders’ equity
Total liabilities and shareholders’ equity
See accompanying notes.
F-3
2018
(INR)
As of March 31,
2019
(INR)
2019
(US$)
(Note 2d)
8,346,526
1,383,573
2,406,569
2,223,455
1,114,482
15,474,605
329,926
56,580,700
39,802
1,052,393
499,653
7,041
73,984,120
835,000
1,521,854
873,883
5,878
1,220,463
79,192
611,598
5,147,868
52,234,940
1,563,732
892,138
356,649
513,344
60,708,671
1,076
19,004,604
(6,593,471)
(294,672)
12,117,537
1,157,912
13,275,449
73,984,120
10,537,581
7,408
2,167,827
3,307,076
1,380,314
17,400,206
1,280,323
83,444,529
63,715
2,406,525
4,268,462
—
108,863,760
2,824,843
3,477,382
7,288,995
93,688
919,627
99,065
2,301,669
17,005,269
61,658,403
1,800,155
2,053,808
665,146
283,728
83,466,509
1,773
32,186,606
(6,311,095)
(747,545)
25,129,739
267,512
25,397,251
108,863,760
152,365
107
31,345
47,818
19,958
251,593
18,512
1,206,543
921
34,796
61,719
—
1,574,084
40,845
50,280
105,393
1,355
13,297
1,432
33,280
245,882
891,533
26,029
29,696
9,617
4,102
1,206,859
26
465,393
(91,253)
(10,809)
363,357
3,868
367,225
1,574,084
AZURE POWER GLOBAL LIMITED
Consolidated Statements of Operations
(INR and US$ amounts in thousands, except share and per share data)
Operating revenues:
Sale of power
Operating costs and expenses:
Cost of operations (exclusive of depreciation and
amortization shown separately below)
General and administrative
Depreciation and amortization
Total operating costs and expenses:
Operating income
Other expense, net:
Interest expense, net
Loss / (gain) on foreign currency exchange, net
Total other expenses, net
Profit / (loss) before income tax
Income tax (expense)/benefit
Net profit / (loss)
Less: Net (loss) / profit attributable to non-controlling
interest*
Net profit / (loss) attributable to APGL
Accretion to Mezzanine CCPS
Accretion to redeemable non-controlling interest
Net profit / (loss) attributable to APGL equity
shareholders
Net profit/(loss) per share attributable to APGL equity
shareholders
Basic
Diluted
Shares used in computing basic and diluted per share
amounts
Basic
Diluted
2017
(INR)
2018
(INR)
2019
(INR)
March 31,
2019
(US$)
(Note 2d)
4,182,985
7,700,600
9,926,209
143,525
375,787
797,161
1,046,565
2,219,513
1,963,472
2,371,836
(109,128)
2,262,708
(299,236)
(892,333)
(1,191,569)
(18,924)
(1,172,645)
(235,853)
(44,073)
691,947
1,187,379
1,882,451
3,761,777
3,938,823
5,168,218
45,716
5,213,934
(1,275,111)
252,882
(1,022,229)
(201,547)
(820,682)
—
(6,397)
868,963
1,313,765
2,137,133
4,319,861
5,606,348
4,873,042
442,001
5,315,043
291,305
(152,812)
138,493
60,094
78,399
—
—
(1,452,571)
(827,079)
78,399
(111.39)
(111.39)
(31.84)
(31.84)
2.37
2.31
13,040,618
13,040,618
25,974,111
25,974,111
33,063,832
33,968,127
12,565
18,996
30,901
62,462
81,063
70,460
6,391
76,851
4,212
(2,210)
2,002
869
1,133
—
—
1,133
0.03
0.03
* Includes profit (loss) attributed to a Non-Controlling interest, which was purchased prior to March 31, 2019, refer Note 2(y).
See accompanying notes.
F-4
AZURE POWER GLOBAL LIMITED
Consolidated Statements of Comprehensive Loss
(INR and US$ amounts in thousands)
Net (loss)/profit
Other comprehensive loss/(gain), net of tax
Foreign currency translation
Effective portion of cashflow hedge
Income tax effect on effective portion of cash flow hedge
Unrealized (loss)/gain on available-for-sale securities
Income tax effect on unrealized gain/(loss) on available
for sale of securities
Total other comprehensive loss
Less: Total comprehensive income attributable to
non-controlling interest, included in other
comprehensive loss/(gain)
Total comprehensive loss
2017
(INR)
2018
(INR)
2019
(INR)
March 31,
2019
(US$)
(Note 2d)
(1,191,569)
(1,022,229)
138,493
2,002
(10,228)
—
—
21,747
—
11,519
(546,198)
246,895
(36,579)
12,824
(11,940)
(334,998)
(2,343,622)
2,227,097
(313,775)
(22,573)
—
(452,873)
(33,887)
32,202
(4,537)
(326)
—
(6,548)
—
(1,180,051)
—
(1,357,227)
—
(314,380)
—
(4,546)
See accompanying notes.
F-5
AZURE POWER GLOBAL LIMITED
Consolidated Statements of Preferred Shares and Shareholders’ Equity/(Deficit)
(INR and US$ amounts in thousands)
Preferred
shares
Equity
shares
Additional
paid in
capital
Accumulated
other
comprehensive
income
Accumulated
deficit
Total APGL
shareholders'
equity
Non-
controlling
interests
Total
shareholders'
equity
Balance as of March 31,
2016
Issuance of Series I CCPS
Accretion of CCPS
Net loss
Other comprehensive loss
Conversion of CCD
and CCPS
Sale of stake in subsidiary
Accretion of redeemable
non-controlling interest
Share based compensation
Proceeds from issuance of
equity shares
Balance as of March 31,
2017
9,733,272
1,658,166
235,852
—
—
(11,627,290 )
—
—
—
—
—
Balance as of March 31, 2017
Proceeds from issuance of equity shares
Sale of stake in subsidiary
Accretion on non controlling interest
Transition impact of ASC 742, taxes
on inter-company transactions (note 11)
Net loss
Investment in subsidiary
Other comprehensive loss
Share based compensation
Balance as of March 31, 2018
Balance as of March 31, 2018
Proceeds from issuance of equity shares
(refer note 14)
Impact of change in non-controlling
interest
Net profit
Impact on buy back of stake in subsidiary
(note 2 (y))
Transition impact of ASC 606, Revenue
from Contracts with Customers
(note 2(q))
Other comprehensive loss
Share based compensation
Balance as of March 31, 2019
Balance as of March 31, 2019 ((US$)
(Note 2(d))
68
—
—
—
—
738
—
—
—
267
(2,958,166 )
—
(235,852 )
—
—
15,357,492
12,527
—
13,774
6,714,376
28,807
—
—
—
11,519
—
—
—
—
—
(4,508,156 )
(7,437,447 )
—
—
(1,172,645 )
—
—
1,454
(44,073 )
—
—
—
(235,852 )
(1,172,645 )
11,519
(330 )
—
—
(18,924 )
—
(7,437,777 )
—
(235,852 )
(1,191,569 )
11,519
15,358,230
13,981
—
1,323,983
15,358,230
1,337,964
(44,073 )
13,774
6,714,643
—
—
—
(44,073 )
13,774
6,714,643
1,073
18,904,151
40,326
(5,723,420 )
13,222,130
1,304,729
14,526,859
Equity
shares
1,073
3
—
—
—
—
—
—
—
1,076
Additional
paid in
capital
18,904,151
20,220
—
—
—
—
55,173
—
25,060
19,004,604
Accumulated
Other
comprehensive
income/(loss)
40,326
—
—
—
—
—
—
(334,998 )
—
Accumulated
deficit
(5,723,420 )
—
(234 )
(6,397 )
20,086
(820,682 )
(62,824 )
—
—
(294,672 )
(6,593,471 )
Total APGL
shareholders'
equity
13,222,130
20,223
(234 )
(6,397 )
20,086
(820,682 )
(7,651 )
(334,998 )
25,060
12,117,537
Non-
controlling
interests
1,304,729
—
64,844
—
—
(201,547 )
(10,114 )
—
—
1,157,912
Total
shareholders'
equity
14,526,859
20,223
64,610
(6,397 )
20,086
(1,022,229 )
(17,765 )
(334,998 )
25,060
13,275,449
Equity
shares
1,076
Additional
paid-in
capital
19,004,604
Accumulated
other
comprehensive
loss
(294,672 )
Accumulated
deficit
(6,593,471 )
Total APGL
shareholders'
equity
12,117,537
Non-
controlling
interests
1,157,912
Total
shareholders'
equity
13,275,449
697
13,608,825
—
—
—
—
—
—
1,773
63,283
—
(572,805 )
—
—
82,699
32,186,606
—
—
—
—
—
(452,873 )
—
—
13,609,522
—
13,609,522
(14,438 )
78,399
48,845
78,399
(48,845 )
60,094
—
138,493
—
(572,805 )
(901,649 )
(1,474,454 )
218,415
—
—
218,415
(452,873 )
82,699
25,129,739
—
—
—
267,512
218,415
(452,873 )
82,699
25,397,251
(747,545 )
(6,311,095 )
26
465,393
(10,809 )
(91,253 )
363,357
3,868
367,225
See accompanying notes.
F-6
Cash flow from operating activities
Net (loss)/ profit
Adjustments to reconcile net loss/(profit) to net cash provided
from/(used in) operating activities:
Income taxes and deferred tax
Depreciation and amortization
Change in fair value of CCD’s and Series E and G CCPS
Amortization of hedging cost
Loss on disposal of property plant and equipment
Share based compensation
Amortization of debt financing costs
Realized gain on short term investments
Deferred rent
Allowance for doubtful accounts
Employee benefit
Loan prepayment charges
Foreign exchange (gain)/loss, net
Changes in operating assets and liabilities
Accounts receivable, net
Prepaid expenses and other current assets
Other assets
Accounts payable
Interest payable
Deferred revenue
Other liabilities
Net cash flows (used in)/ provided by from in
operating activities
Cash flow used in investing activities
Purchase of property plant and equipment
Purchase of software
Purchase of available for sale securities
Sale of available for sale securities
Investment in subsidiary
Net cash flows used in investing activities
Cash from financing activities
Proceeds from issuance of Green Bonds
Proceeds from term and other loans
Proceeds from issuance of debentures
Repayments of term and other loans
Loan prepayment charges
Proceeds from issuance of equity shares
Cost of issuance of equity shares
Proceeds from series I
Proceeds from issuance of equity shares to non-controlling interest
Net cash provided by financing activities
Effect of exchange rate changes on cash, cash equivalents and
restricted cash
Net increase in cash and cash equivalents, and restricted cash
(refer note 2 (f))
Cash and cash equivalents and restricted cash at the beginning of
the period
Cash and cash equivalents and restricted cash at the end of
the period
Supplemental disclosure of cash flow information
Cash paid during the year for interest
Cash paid during the year for income taxes
Non-cash conversion of CCPS and CCD’s
AZURE POWER GLOBAL LIMITED
Consolidated Statements of Cash Flows
(INR and US$ amounts in thousands)
2017
(INR)
2018
(INR)
2019
(INR)
2019
US$
Year ended March 31,
(1,191,569 )
(1,022,229 )
138,493
383,250
1,046,565
164,200
—
4,340
13,774
114,085
(72,179 )
59,500
—
—
—
(109,128 )
(581,850 )
(122,871 )
(344,562 )
18,902
63,187
193,285
333,881
(655,229 )
1,882,451
—
575,225
8,955
25,060
747,520
(167,520 )
56,787
84,081
—
676,043
45,716
(1,168,931 )
(641,559 )
141,421
124,265
1,031,154
179,296
(83,381 )
(507,642 )
2,137,133
—
1,036,762
54,935
82,699
266,814
(148,334 )
81,435
40,208
10,727
—
442,001
(1,123,829 )
(265,832 )
(725,243 )
(34,778 )
(300,836 )
398,845
532,358
(27,190 )
1,839,125
2,115,916
(15,421,498 )
(11,151 )
(12,937,425 )
9,744,735
—
(18,625,339 )
—
20,993,944
—
(6,373,210 )
—
7,657,467
(942,824 )
1,658,166
1,337,964
24,331,507
10,231
5,678,978
4,783,914
(19,629,436 )
(36,214 )
(10,484,300 )
12,499,038
(397,211 )
(18,048,123 )
31,260,069
10,683,246
1,864,584
(26,396,790 )
(676,043 )
16,405
—
—
64,610
16,816,081
2,815
607,083
(26,007,142 )
(47,125 )
(12,084,500 )
13,581,995
(1,474,454 )
(26,031,226 )
—
15,558,167
1,477,930
(3,785,602 )
—
13,706,162
(69,287 )
—
—
26,887,370
(69,350 )
2,972,060
10,473,123
11,083,021
10,473,123
11,083,021
13,985,731
2,632,667
546,578
15,358,230
3,090,257
538,796
—
6,237,026
614,842
—
F-7
2,002
(7,340 )
30,901
—
14,991
794
1,196
3,858
(2,145 )
1,177
581
155
—
6,391
(16,250 )
(3,844 )
(10,486 )
(503 )
(4,350 )
5,767
7,699
30,594
(376,043 )
(681 )
(174,733 )
196,385
(21,319 )
(376,391 )
—
224,959
21,370
(54,737 )
—
198,180
(1,001 )
—
—
388,771
(1,002 )
42,974
160,252
202,222
90,183
8,889
—
1. Orga nization
Azure Power Global Limited (“APGL” or “Azure”) organized under the laws of Mauritius was incorporated on January 30, 2015. APGL’s subsidiaries are
organized under the laws of India (except for one U.S. subsidiary and two subsidiaries in Mauritius) and are engaged in the development, construction, ownership,
operation, maintenance and management of solar power plants and generation of solar energy based on long-term contracts (Power Purchase Agreements or
“PPA”) with Indian government energy distribution companies as well as other non-governmental energy distribution companies and commercial customers.
APGL and its subsidiaries are hereinafter referred to as the “Company”.
2. Summary of significant accounting policies
(a) Basis of presentation
The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States
(“U.S. GAAP”) and are presented in Indian rupees (“INR”), unless otherwise stated. The consolidated financial statements include the accounts of APGL and
companies which are directly or indirectly controlled by APGL. All intercompany accounts and transactions have been eliminated upon consolidation. Certain
balances relating to prior years have been reclassified to conform to the current year presentation.
All share and per share amounts presented in the consolidated financial statements have been adjusted to reflect the 16-for-1 stock split of the Company’s
equity shares that was effective on October 6, 2016.
(b) Use of estimates
The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect
the reported amounts of assets, liabilities, revenues, costs, expenses and comprehensive loss that are reported and disclosed in the consolidated financial statements
and accompanying notes. These estimates are based on management’s best knowledge of current events, historical experience, actions the Company may undertake
in the future and on various other assumptions that are believed to be prudent and reasonable under the circumstances. Significant estimates and assumptions are
used for, but not limited to impairment of and useful lives of property, plant and equipment, determination of asset retirement obligations, valuation of derivative
instruments, hedge accounting, valuation of share-based compensation, income taxes, energy kilowatts expected to be generated over the useful life of the solar
power plant and other contingencies and commitments. Although these estimates are based upon management’s best knowledge of current events and actions,
actual results could differ from these estimates, and such differences may be material to the consolidated financial statements.
(c) Foreign currency translation and transactions
The functional currency of APGL is the United States Dollar (“US$”) and reporting currency is Indian rupees (“INR”). The Company’s subsidiaries with
operations in India use INR as the functional currency and the subsidiaries in the United States and Mauritius use US$ as functional currency. The financial
statements of APGL and its subsidiaries, other than subsidiaries with a functional currency of INR, are translated into INR using the exchange rate as of the balance
sheet date for assets and liabilities, historical exchange rates for equity transactions and average exchange rate for the year for income and expense items.
Translation gains and losses are recorded in accumulated other comprehensive income or loss as a component of shareholders’ equity.
Transactions in currencies other than the functional currency are measured and recorded in the functional currency using the exchange rate in effect at the
date of the transaction. At the balance sheet date, monetary assets and liabilities that are denominated in currencies other than the functional currency are translated
into the functional currency using the exchange rate at the balance sheet date. All gains and losses arising from foreign currency transactions are recorded in the
determination of net income or loss/(gain) during the year in which they occur.
F-8
Revenue, expense and cash flow items are translated using the average exchange rates for the respective period. The resulting gains and losses from such
translation are excluded from the determination of earnings and are recognized instead in accumulated other comprehensive loss, which is a separate component of
shareholders’ equity.
Realized and unrealized foreign currency transaction gains and losses, arising from exchange rate fluctuations on balances denominated in currencies other
than the functional currency of an entity, such as those resulting from the Company’s borrowings in other than functional currency are included in Loss/(Gain) on
foreign currency exchange, net’ in the consolidated statements of operations.
(d) Convenience translation
Translation of balances in the consolidated balance sheets and the consolidated statements of operations, comprehensive loss, shareholders’ equity and cash
flows from INR into US$, as of and for the year ended March 31, 2019 are solely for the convenience of the readers and were calculated at the rate of US$1.00 =
INR 69.16, the noon buying rate in New York City for cable transfers in non U.S. currencies, as certified for customs purposes by the Federal Reserve Bank of
New York on March 29, 2019. No representation is made that the INR amounts could have been, or could be, converted, realized or settled into US$ at that rate on
March 29, 2019, or at any other rate.
(e) Cash and cash equivalents
Cash and cash equivalents include cash on hand, demand deposits with banks, term deposits and all other highly liquid investments purchased with an
original maturity of three months or less at the date of acquisition and that are readily convertible to cash. The Company has classified term deposits totalling INR
6,714,665 and INR 7,995,798 (US$ 115,613) at March 31, 2018 and 2019, respectively, as cash and cash equivalents, because the Company has the ability to
redeem these deposits at any time subject to an immaterial interest rate forfeiture. All term deposits are readily convertible into known amount of cash with no more
than one day notice.
(f) Restricted cash
Restricted cash consists of cash balances restricted as to withdrawal or usage and relates to cash used to collateralize bank letters of credit supporting the
purchase of equipment for solar power plants, bank guarantees issued in relation to the construction of the solar power plants within the timelines stipulated in
PPAs and for certain debt service reserves required under the Company’s loan agreements. Restricted cash is classified into current and non-current portions based
on the term of the deposit and the expiration date of the underlying restriction.
The Company adopted ASU 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash effective April 1, 2018 with retrospective transition, which
requires a statement of cash flows to present the change in restricted cash during the period as part of cash and cash equivalents and restate each prior reporting
period presented. As a result, the Company no longer presents transfers between cash and restricted cash in the statement of cash flows. Cash used in investing
activities prior to adoption of the ASU was INR 21,944,262 and INR 15,772,167 and INR 26,742,882 (US$ 386,681), for the year ended March 31, 2017, 2018 and
2019, respectively.
The following table presents the components of cash, cash equivalents and restricted cash included in the consolidated balance sheet that sums to the total
of the same such amounts in the Consolidated Statements of Cash Flows :
Current Assets
Cash and cash equivalents
Restricted cash
Non-Current Assets
Restricted cash
Cash and cash equivalents and restricted cash
2017
(INR)
2018
(INR)
2019
(INR)
2019
(US$)
March 31,
5,460,670
3,629,037
8,346,526
2,406,569
10,537,581
2,167,827
152,365
31,345
1,383,416
10,473,123
329,926
11,083,021
1,280,323
13,985,731
18,512
202,222
F-9
(g) Investments
The Company determines the appropriate classification of investment securities at the time of purchase and re-evaluates such designation at each balance
sheet date. The investment securities held by the Company during the periods presented in the accompanying consolidated financial statements are classified as
available-for-sale (short-term investments), consisting of liquid mutual funds units and held-to-maturity investments (long-term investments), consisting of Notes
of Bank of Mauritius.
The Company accounts for its investments in accordance with Financial Accounting Standards Board (“FASB”) ASC Topic 320, Accounting for Certain
Investments in Debt and Equity Securities . These investments are considered as available-for-sale and held-to-maturity. Investments classified as available for sale
are recorded at fair value, with the unrealized gains or losses, net of tax, reported as a component of accumulated other comprehensive income or loss in the
consolidated statement of shareholders’ equity. Realized gains and proceeds from the sale of available-for-sale securities during the year ended March 31, 2018
were INR 167,520 and INR 12,499,038 and during the year ended March 31, 2019 were INR 148,334 (US$ 2,145) and INR 13,581,995 (US$ 196,385),
respectively.
Securities that the Company has positive intent and ability to hold until maturity are classified as held-to-maturity securities and stated at amortized cost.
As of March 31, 2018, and March 31, 2019, amortized cost of held-to-maturity investments was INR 7,041 and INR 7,408 (US$ 107), respectively. The maturity
date of the investment is February 3, 2020.
Realized gains and losses and a decline in value judged to be other than temporary on these investments are included in the consolidated statements of
operations. The cost of securities sold or disposed is determined on First In First Out (“FIFO”) method.
(h) Accounts receivable, net
The Company’s accounts receivables are generated by selling energy to customers and are reported net of any allowance for uncollectible accounts. The
allowance for doubtful accounts is based on various factors, including the length of time receivables are past due, significant one-time events, the financial health of
customers and historical experience. The allowance for doubtful accounts at March 31, 2018 and 2019 was INR 128,559 and INR 40,208 (US$ 581), respectively.
Accounts receivable serve as collateral for borrowings under the Company’s working capital facility, described in Note 10.
(i) Property, plant and equipment
Property, plant and equipment represents the costs of completed and operational solar power plants, as well as the cost of furniture and fixtures, vehicles,
office and computer equipment, leasehold improvements, freehold land and construction in progress. Construction in progress represents the accumulated cost of
solar power plants that have not been placed into service at the date of the balance sheet. Construction in progress includes the cost of solar modules for which the
Company has taken legal title, civil engineering, electrical and other related costs incurred during the construction of a solar power plant. Construction in progress
is reclassified to property, plant and equipment when the project begins its commercial operations.
Property, plant and equipment are stated at cost, less accumulated depreciation and impairment losses. Depreciation is calculated using the straight-line
method over the assets’ estimated useful lives as follows:
Plant and machinery (solar power plants)
Furniture and fixtures
Vehicles
Office equipment
Computers
F-10
25-35 years
5 years
5 years
5 years
3 years
Effective October 1, 2018, the Company extended the estimated useful life of most of its utility scale projects from 25 years to 35 years. This change in
estimate was based on the Company’s technical evaluations and tests, through which the Company estimated that its solar modules will continue to generate power
for at least 35 years at high efficiency levels. The Company has revised the useful life effective October 1, 2018, this has resulted in reduction of depreciation and
amortization expense by INR 267,390 (US$ 3,866 ).
Leasehold improvements to office facilities are depreciated over the shorter of the lease period or the estimated useful life of the improvement. Lease hold
improvements on the solar power plant sites are depreciated over the shorter of the lease term or the remaining period of the PPAs undertaken with the respective
customer. Freehold land is not depreciated. Construction in progress is not depreciated until it is ready to be put to use.
Improvements to property, plant and equipment deemed to extend the useful economic life of an asset are capitalized. Maintenance and repairs that do not
improve efficiency or extend the estimated economic life of an asset are expensed as incurred. Additional capacity, if any, added to property plant and equipment is
depreciated over the remaining estimated useful live.
Capitalized interest
Interest incurred on funds borrowed to finance construction of solar power plants is capitalized until the plant is ready for its intended use.
The amount of interest capitalized during the years ended March 31, 2017, 2018 and 2019 was INR 256,802, INR 383,884 and INR 467,170 (US$ 6,755),
respectively.
(j) Accounting for impairment of long-lived assets
The Company periodically evaluates whether events have occurred that would require revision of the remaining useful life of property, plant and
equipment and improvements, or render their carrying value not recoverable. If such circumstances arise, the Company uses an estimate of the undiscounted value
of expected future operating cash flows to determine whether the long-lived assets are impaired. If the aggregate undiscounted cash flows are less than the carrying
amount of the assets, the resulting impairment charge to be recorded is calculated based on the excess of the carrying value of the assets over the fair value of such
assets, with the fair value determined based on an estimate of discounted future cash flows, appraisals or other valuation techniques. There were no impairment
charges related to long-lived assets recognized during the years ended March 31, 2018 and 2019.
(k) Leases and land use rights
Certain of the Company’s leases relate to leasehold land on which the solar power plants are constructed and for office facilities. Leases are reviewed for
capital or operating classification at their inception under the guidance of ASC Topic 840 Leases . The expense for leases classified as operating leases is recorded
as rent expense on a straight-line basis, over the lease term, beginning with the date the Company has access to the property.
Land use rights represent lease prepayments to the lessor. Land use rights are carried at cost less accumulated amortization. Amortization is provided to
write-off the cost of these prepayments on a straight-line basis over the period of the lease or the PPA, whichever is shorter.
The Company did not have any capital leases during any of the periods presented in the accompanying consolidated financial statements.
(l) Asset retirement obligations (ARO)
Upon the expiration of the land lease arrangement for solar power plants located on leasehold land, the Company is required to remove the solar power
plant and restore the land. The Company records the fair value of the liability for the legal obligation to retire the asset in the period in which the obligation is
incurred, which is generally when the asset is constructed. When a new liability is recognized, the Company capitalizes it by increasing the
F-11
carrying amount of the related long-lived asset, which results in an ARO asset being depreciated over the remaining useful life of the solar power plant. The
liability is accreted and expensed to its present expected future value each period based on a credit adjusted risk free interest rate. Upon settlement of the obligation,
the Company eliminates the liability and, based on the actual cost to retire, may incur a gain or loss.
The Company’s asset retirement obligations were INR 356,649 and INR 665,146 (US$ 9,617) as of March 31, 2018 and 2019, respectively. The accretion
expense incurred during the years ended March 31, 2017, 2018 and 2019 was INR 9,329, INR 18,369 and INR 23,047 (US$ 333), respectively. The depreciation
expense incurred during the years ended March 31, 2017, 2018 and 2019 was INR 4,146, INR 8,164 and INR 10,243 (US$ 148), respectively.
There was no settlement of prior liabilities or revisions to the Company’s estimated cash flows as of March 31, 2019.
Beginning balance
Addition during the year
Liabilities settled during the year
Accretion expense during the year
Ending balance
(m) Software
2018
(INR)
2019
(INR)
2019
(US$)
242,980
95,300
—
18,369
356,649
356,649
285,450
—
23,047
665,146
5,157
4,127
—
333
9,617
The Company capitalizes certain internal software development cost under the provision of ASC Topic 350-40 Internal-Use Software -. As of March 31,
2019, the amount capitalized as software includes the cost of software licenses, as well as related implementation costs, which primarily relate to third party
consulting fees. Such license and implementation costs are capitalized and amortized over their estimated useful lives of three years using the straight-line method.
On an ongoing basis, the Company assesses the recoverability of its capitalized software intangible assets. Capitalized software costs determined to be
unrecoverable are expensed in the period in which the determination is made. As of March 31, 2019, all capitalized software were considered fully recoverable.
(n) Debt financing costs
Financing costs incurred in connection with obtaining construction and term financing loans are deferred and amortized over the term of the respective
loan using the effective interest rate method. Amortization of debt financing costs is capitalized during construction and recorded as interest expense in the
consolidated statements of operations, following commencement of commercial operations of the respective solar power plants.
Amortization of debt financing costs for the year ended March 31, 2017, March 31, 2018 and 2019 was INR 114,085, INR 747,520 and INR 266,814 (US$
3,858), respectively.
The carrying value of debt financing costs as on March 31, 2018 and 2019 was INR 827,539 and INR 850,715 (US$ 12,298). See Note 10.
Further the Company has paid INR 593,897 (US$ 8,587), for the commitments not yet drawn. See note 9.
(o) Income taxes
Income taxes are recorded under the asset and liability method, as prescribed under ASC Topic 740 Income Taxes, whereby deferred tax assets and
liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and
liabilities and their respective tax base. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in
which those temporary differences are expected to be recovered or settled.
F-12
The Company establishes valuation allowances against its deferred tax assets when it is more likely than not that all or a portion of a deferred tax asset will
not be realized.
The computation of tax liabilities involves dealing with uncertainties in the application of complex tax regulations. The Company applies a two-step
approach to recognize and measure uncertainty in income taxes in accordance with ASC Topic 740. The first step is to evaluate the tax position for recognition by
determining if the weight of available evidence indicates that it is more likely than not that the position will be sustained on audit, including resolution of related
appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount which is more than 50% likely of being realized upon
ultimate settlement through March 31, 2019, the Company does not have any unrecognized tax benefits nor has it recognized any interest or penalties.
(p) Employee benefits
Defined contribution plan
Eligible employees of the Company in India receive benefits from the Provident Fund, administered by the Government of India, which is a defined
contribution plan. Both the employees and the Company make monthly contributions to the Provident Fund equal to a specified percentage of the eligible
employees’ salary.
The Company has no further funding obligation under the Provident Fund, beyond the contributions elected or required to be made thereunder.
Contributions to the Provident Fund by the Company are charged to expense in the period in which services are rendered by the covered employees and amounted
to INR 15,734, INR 26,201 and INR 31,710 (US$ 459) for the years ended March 31, 2017, 2018 and 2019, respectively.
Defined benefit plan
Employees in India are entitled to benefits under the Gratuity Act, a defined benefit post-employment plan covering eligible employees of the Company.
This plan provides for a lump-sum payment to eligible employees at retirement, death, and incapacitation or on termination of employment, of an amount based on
the respective employee’s salary and tenure of employment. As of March 31, 2019, this plan is unfunded.
Current service costs for defined benefit plans are accrued in the period to which they relate. In accordance with ASC Topic 715, Compensation Retirement
Benefit- , the liability in respect of defined benefit plans is calculated annually by the Company using the projected unit credit method and amounted to INR 23,145
and INR 32,634 (US$ 472) as of March 31, 2018 and 2019, respectively. Prior service cost, if any, resulting from an amendment to a plan is recognized and
amortized over the remaining period of service of the covered employees. Interest costs for the period ended March 31, 2018 and 2019 were not significant.
Compensated absences
The Company recognizes its liabilities for compensated absences in accordance with ASC Topic 710, Compensation-General . The Company accrues the
liability for its employee rights to compensated absence in the year in which it is earned.
Post-retirement benefit
Eligible employees of the Company in India receive benefits from the employees retirement policy of the Company, on attaining the age of 58 years or if
employees served the Company for 10 years or more and has attained the age of 40 years or above, shall receive one-time payment of ten months’ salary at the time
of retirement.
Current retirement benefit cost are accrued in the period to which they relate. In accordance with ASC Topic 715, Compensation Retirement Benefit , the
liability in respect of benefit plans is calculated annually by the Company using the projected unit credit method and amounted to INR 10,727 (US$ 155) as of
March 31, 2019.
F-13
( q) Revenue recognition
Sale of power consists of solar energy sold to customers under long term Power Purchase Agreements (PPAs), which generally have a term of 25 years.
Our customers are generally power distribution companies and, to a lesser extent, commercial and industrial enterprises.
The Company recognizes revenue on PPAs when the solar power plant generates power and is supplied to the customer in accordance with the respective
PPA. The company recognize revenue each period based on the volume of solar energy supplied to the customer at the price stated in the PPA once the solar energy
kilowatts are supplied and collectability is reasonably assured. The solar energy kilowatts supplied by the Company are validated by the customer prior to billing
and recognition of revenue.
Where PPAs include scheduled price changes, revenue is recognized by applying the average rate to the energy output estimated over the term of the PPA.
The Company estimates the total kilowatt hour units expected to be generated over the entire term of the PPA. The contractual rates are applied to this annual
estimate to determine the total estimated revenue over the term of the PPA. The Company then uses the total estimated revenue and the total estimated kilo-watt
hours to compute the average rate used to record revenue on the actual energy output supplied. The Company compares the actual energy supplied to the estimate
of the energy expected to be generated over the remaining term of the PPA on a periodic basis, but at least annually. Based on this evaluation, the Company
reassesses the energy output estimated over the remaining term of the PPA and adjusts the revenue recognized and deferred to date. Through March 31, 2019, the
adjustments have not been significant. The difference between actual billing and revenue recognized is recorded as deferred revenue.
The Company also records the proceeds received from Viability Gap Funding (‘VGF’) on fulfilment of the underlying conditions as deferred revenue.
Such deferred VGF revenue is recognized as sale of power in proportion to the actual sale of solar energy kilowatts during the period to the total estimated sale of
solar energy kilowatts during the tenure of the applicable power purchase agreement pursuant to the revenue recognition policy.
The Company adopted “ASC Topic 606” Revenue from Contracts with Customers, being effective for fiscal years, and interim periods within those fiscal
years, beginning after December 15, 2017. The Company adopted the guidance effective April 1, 2018 using the modified retrospective approach, which was
applied to those contracts which were not completed as of April 1, 2018. Under Topic 606, total consideration for PPA’s with scheduled price changes (price
escalation in one of the solar power plant with 50 MWs of operating capacity and price decrease in one of the solar power plant with 10 MW of operating capacity)
and for significant financing components, is estimated and recognized over the term of the agreement. Price escalations create an unbilled receivable and the price
decreases create deferred revenue. The time value of the significant financing component is recorded as interest expense. The Company uses the discount rate that
would be reflected in a separate financing transaction between the entity and its customer at contract inception and recognizes the revenue amount on a straight-line
basis over the term of the PPAs, and interest expense using the effective interest rate method. The Company also recognizes incremental costs incurred to obtain a
contract in Other Assets in the consolidated balance sheet. These amounts are amortized on a straight-line basis over the term of the PPAs, and are included as a
reduction to revenue in the consolidated statements of operations.
The results of reporting periods beginning April 1, 2018, are presented in accordance with ASC Topic 606 and the prior period amounts are reported in
accordance with ASC Topic 605, Revenue Recognition. Upon adoption of ASC Topic 606, and by availing the exemption under the modified retrospective
approach, the Company recorded a cumulative adjustment to accumulated deficit amounting to INR 218,414 (US$ 3,158) as of April 1, 2018, net of deferred tax
effect and INR 99,461 (US$ 1,438) was recorded as unbilled receivable, a reclassification of INR 146,106 (US$ 2,113) from property plant and equipment relating
to contract acquisition cost, and INR 415,778 (US$ 6,012) as deferred revenue. Adoption of ASC Topic 606 did not result in any material impact in the
Consolidated Statement of Operations and deferred tax asset or liability as the impact is reversed within the tax holiday period.
F-14
Contract balances
The following table provides information about receivables, unbilled receivables, contract acquisition cost and deferred revenue from customers as at
March 31, 2018 and 2019, respectively.
Current assets
Accounts receivable, net
Non-current assets
Unbilled receivable
Contract acquisition cost
Current liabilities
Deferred revenue
Non-current liabilities
Deferred revenue
2018
INR
As at March 31,
2019
INR
2019
US$
2,223,455
3,307,076
47,818
—
—
123,550
152,484
1,786
2,205
79,192
99,065
1,432
1,563,732
1,800,155
26,029
Deferred revenue
Balance as of April 1, 2018
Increased as a result of additional cash received against ‘VGF'
Deferred revenue recognized
Amount recognized into revenue
Closing as of March 31, 2019
INR
1,500,376
414,055
83,749
(98,960)
1,899,219
US$
21,694
5,987
1,211
(1,431)
27,461
Accounts receivable – from sale of power consist of accrued revenues due under the PPA, based on the sale of power transferred to the customer, generally
requiring payment within 30 to 60 days of sale. As per terms of PPA, payment is unconditional once performance obligations have been satisfied and does not
contains any future, unsatisfied performance obligation to be included in this disclosure.
(r) Cost of operations (exclusive of depreciation and amortization)
The Company’s cost of operations consists of expenses pertaining to operations and maintenance of its solar power plants. These expenses include payroll
and related costs for maintenance staff, plant maintenance, insurance, and if applicable, lease costs.
Depreciation expense is not included in cost of operations but is included within “Depreciation and amortization expense”, shown separately in the
consolidated statements of operations.
(s) General and administrative expenses
General and administrative expenses include payroll and related costs for corporate, finance and other support staff, including bonus and share based
compensation expense, professional fees and other corporate expenses.
(t) Share based compensation
The Company follows guidance under ASC Topic 718, Compensation — Stock Compensation , which requires compensation costs related to share-based
transactions, including employee share options, to be recognized in the financial statements based on their fair value. The Company recognizes compensation
expense for equity share options net of estimated forfeitures. Forfeitures are estimated at the time of grant and revised, if necessary, in subsequent periods if actual
forfeitures differ from those estimates. Share-based compensation is included in general and administrative expenses and recognized in the consolidated statements
of operations based on awards ultimately expected to vest.
F-15
The Company has elected to use the Black-Scholes-Merton valuation model to determine the fair value of share-based awards on the date of grant for
employee share options with a fixed exercise price and fixed service-based vesting.
The Company has elected to use the Lattice valuation model to determine the fair value of share-based awards on the date of grant for employee share
options with a market condition.
Effective November 2018, the Company revised the exercise price of 692,507 options to US$ 11.90 per option. The impact to share-based compensation
expense on account of the revision in the exercise price is not material. The share-based compensation expense related to share options is recorded as a component
of general and administrative expenses in the Company’s consolidated statements of operations and totalled INR 25,060 and INR 82,699 (US$ 1,196) for the years
ended March 31, 2018 and 2019, respectively.
Refer to Note 19 for details on the Share based compensation.
(u) Contingencies
Liabilities for loss contingencies arising from claims, tax assessments, litigation, fines and penalties and other sources are recorded when it is probable that
a liability has been incurred and the amount of the assessment and/or remediation can be reasonably estimated. Legal costs incurred with respect to these items are
expensed as incurred.
(v) Fair value of financial instruments
ASC Topic 820, Fair Value Measurements and Disclosures -, defines fair value as the price at which an asset could be exchanged or a liability transferred
in an orderly transaction between knowledgeable, willing parties in the principal or most advantageous market for the asset or liability. Where available, fair value
is based on observable market prices or derived from such prices. Where observable prices or inputs are not available, valuation models are applied. These
valuation techniques involve some level of management estimation and judgment, the degree of which is dependent on the price transparency for the instruments or
market and the instruments’ complexity.
(w) Derivatives and Hedging
In the normal course of business, the Company uses derivative instruments for the purpose of mitigating the exposure from foreign currency fluctuation
risks associated with forecasted transactions denominated in certain foreign currencies and to minimize earnings and cash flow volatility associated with changes in
foreign currency exchange rates, and not for speculative trading purposes. These derivative contracts are purchased within the Company’s policy and are with
counterparties that are highly rated financial institutions.
Contracts designated as Cash Flow Hedge
Cash flow hedge accounting is followed for derivative instruments to mitigate the exchange rate risk on foreign currency denominated debt instruments.
Changes in fair value of derivative contracts designated as cash flow hedges are recorded in other comprehensive income/(loss), net of tax, until the hedge
transactions occurs. The Company evaluates hedge effectiveness of cash flow hedges at the time a contract is entered into as well as on an ongoing basis or as
required. The effective portion of cash flow hedge is recorded in Other Comprehensive Income and the ineffective portion is charged as expense through profit and
loss. The cost of hedge is recorded as an expense over the period of the contract on a straight-line basis.
Undesignated contracts
Changes in fair value of undesignated derivative contracts are reported directly in earnings along with the corresponding transaction gains and losses on the
items being economically hedged. The Company enters into foreign exchange currency contracts to mitigate and manage the risk of changes in foreign exchange
rates. These foreign exchange derivative contracts were entered into to hedge the fluctuations in foreign exchange rates for recognized balance sheet items such as
the Company’s U.S. dollar denominated borrowings. The Company has not designated the
F-16
derivative contracts as hedges for accounting purposes. Realized gains (losses) and changes in the fair value of these foreign exchange derivative contracts are
recorded in Loss (gain) on foreign currency exchange, net in the consolidated statements of operations. These derivatives are not held for speculative or trading
purposes.
(x) Segment information
Operating segments are defined as components of a company about which separate financial information is available that is evaluated regularly by the
chief operating decision maker, or decision making group, in deciding how to allocate resources and in assessing performance. The Company’s chief executive
officer is the chief operating decision maker. Based on the financial information presented to and reviewed by the chief operating decision maker in deciding how
to allocate the resources and in assessing the performance of the Company, the Company has determined that it has a single operating and reporting segment: Sale
of power. The Company’s principal operations, revenue and decision-making functions are located in India.
(y) Non-controlling interest
The non-controlling interest recorded in the consolidated financial statements relates to (i) a 0.83% ownership interest in a subsidiary, a 10MW Gujarat
power plant, not held by the Company, (ii) a 49.00% ownership interest in a subsidiary, a 50MW Uttar Pradesh power plant, not held by the Company and (iii) a
0.01% ownership interest in Azure Power India Private Limited (“AZI”) not held by the Company. As of March 31, 2019, the Company recorded a non-controlling
interest amounting to INR 267,512 (US$ 3,868) including INR 60,094 (US$ 869) of net profit for the year ended March 31, 2019. As of March 31, 2018, the
Company recorded a non-controlling interest amounting to INR 1,157,912 including INR 201,547 of net loss for the year.
During March 2019, the Company paid INR 1,474,454 (US$ 21,191), to purchase 48.37% ownership interest in a subsidiary, with a 150 MW Punjab
project, which was not held by the Company previously.
(z) Redeemable non-controlling interest
During the year ended March 31, 2018, the Company bought the equity interest held by the investor in the subsidiary for consideration of INR 397,312.
The Company has adjusted the carrying amount of the redeemable non-controlling interest to the redemption value on the date of transaction and upon completion
of the transaction, the Company owns 100% of the power plant.
(aa) Recent accounting pronouncements
During February 2016, the FASB issued ASU 2016‑02, Leases (Topic 842). There have been further amendments, including practical expedients, with the
issuance of ASU 2018-01 in January 2018, ASU 2018-11 in July 2018 and ASU 2018-20 in December 2018. The amended guidance requires recognition of lease
assets and lease liabilities on the balance sheet for those leases with terms in excess of 12 months. The Company plans to adopt this ASU using the modified
retrospective method with a cumulative adjustment to its retained earnings. The ASU is applicable for all reporting periods beginning on or after December 15,
2018 (April 1, 2019 for the Company).
At transition, lessees and lessors may elect to apply a package of practical expedients permitting entities not to reassess: (i) whether any expired or existing
contracts are or contain leases; (ii) lease classification for any expired or existing leases and (iii) whether initial direct costs for any expired or existing leases
qualify for capitalization under the amended guidance. These practical expedients must be elected as a package and consistently applied. The Company plans to
apply the package of practical expedients upon adoption. The Company has completed preliminary assessment for evaluating the impact of the guidance and
anticipates that its adoption will result in recognition of right-to-use of assets and lease liabilities for leases in effect at the transition date.
F-17
In October 2018, the FASB issued ASU No. 2018-16, Derivatives and Hedging (Topic 815), Inclusion of the Secured Overnight Financing Rate ("SOFR")
Overnight Index Swap ("OIS") Rate as a Benchmark Interest Rate for Hedge Accounting Purposes, which adds the OIS rate based on the SOFR as a benchmark
interest rate for hedge accounting purposes. Adoption of the ASU 2018-16 will not have any material impact on the Company's consolidated financial statements.
Other recent accounting pronouncements issued by the FASB (including its Emerging Issues Task Force) and the United States Securities and Exchange
Commission did not or are not believed by management to have a material impact on the Company’s present or future financial statements.
3. Cash and cash equivalents
Cash and cash equivalents consist of the following:
Bank deposits
Term deposits
Total
4. Restricted cash
Restricted cash consists of the following:
Bank deposits
Term deposits
Restricted cash — current
Restricted cash — non-current
5. Accounts receivable
Accounts receivable, net consists of the following:
Accounts receivable
Less: Allowance for doubtful accounts
Total
2018
(INR)
1,631,861
6,714,665
8,346,526
As of March 31,
2019
(INR)
2,541,783
7,995,798
10,537,581
2019
(US$)
36,752
115,613
152,365
2018
(INR)
2,406,569
329,926
2,736,495
2,406,569
329,926
As of March 31,
2019
(INR)
2,167,827
1,280,323
3,448,150
2,167,827
1,280,323
2019
(US$)
31,345
18,512
49,857
31,345
18,512
2018
(INR)
2,352,014
(128,559)
2,223,455
As of March 31,
2019
(INR)
3,347,284
(40,208)
3,307,076
2019
(US$)
48,399
(581)
47,818
F-18
Activity for the allowance for doubtful accounts receivable is as follows:
Balance at the beginning of the year
Provision for doubtful accounts
Provision written off
Balance at the end of the year
6. Prepaid expenses and other current assets
Prepaid expenses and other current assets consist of the following:
Derivative asset - current (Note 21)
Interest receivable on term deposits
Balance with statutory authorities
Prepaid assets
Advance to suppliers
Other
Total
7. Property, plant and equipment, net
Property, plant and equipment, net consist of the following:
2018
(INR)
As of March 31,
2019
(INR)
2019
(US$)
44,478
84,081
—
128,559
128,559
40,208
(128,559)
40,208
1,859
581
(1,859)
581
2018
(INR)
As of March 31,
2019
(INR)
2019
(US$)
48,837
251,273
483,614
177,467
112,897
40,394
1,114,482
—
242,845
745,524
221,900
109,877
60,168
1,380,314
—
3,511
10,780
3,208
1,589
870
19,958
Plant and machinery (solar power plants)
Leasehold improvements — solar power plant
Furniture and fixtures
Vehicles
Office equipment
Computers
Leasehold improvements — office
Less: Accumulated depreciation
Freehold land
Construction in progress
Total
25-35
25
5
5
5
3
1-3
Estimated
Useful Life
(in years)
2018
(INR)
As of March 31,
2019
(INR)
70,027,952
4,392,401
10,721
69,982
20,145
66,628
117,079
74,704,908
6,460,467
68,244,441
2,482,519
12,717,569
83,444,529
47,978,808
3,192,794
8,648
46,815
18,789
51,238
109,940
51,407,032
4,346,546
47,060,485
2,176,920
7,343,295
56,580,700
2019
(US$)
1,012,550
63,511
155
1,012
291
963
1,693
1,080,175
93,413
986,762
35,895
183,886
1,206,543
Depreciation expense on property, plant and equipment was INR 1,036,029, INR 1,861,951 and INR 2,113,921 (US$ 30,566) for the years ended
March 31, 2017, 2018 and 2019, respectively.
F-19
Effective October 1, 2018, the Company extended the estimated useful life of most of its utility scale projects from 25 years to 35 years. This change in
estimate was based on the Company’s technical evaluations and tests, through which the Company estimated that its solar modules will continue to generate power
for at least 35 years at high efficiency levels. Since the Company has revised the useful life effective October 1, 2018, this has resulted in reduction of depreciation
and amortization expense by INR 267,390 (US$ 3,866).
The Company has received government grants for the construction of rooftop projects amounting to, INR 50,378 and INR 29,891 (US$ 432) for the years
ended March 31, 2018 and 2019, respectively. The proceeds from these grants have been recorded as a reduction to the carrying value of the related rooftop
projects.
8. Software, net
Software licenses and related implementation costs
Less: Accumulated amortization
Total
Estimated
Useful Life
(in years)
3 Years
2018
(INR)
As of March 31,
2019
(INR)
75,053
35,251
39,802
122,178
58,463
63,715
2019
(US$)
1,767
846
921
Aggregate amortization expense for software was INR 10,536, INR 11,684 and INR 23,212 (US$ 336) for the years ended March 31, 2017, 2018 and 2019,
respectively.
Estimated amortization expense for the years ending March 31, 2020, 2021, and 2022 is INR 31,265, INR 22,394 and INR 9,950, respectively.
9. Other assets
Other assets consist of the following:
Prepaid income taxes
Derivative asset (Note 21)
Interest receivable on term deposits
Security deposit to related party (Note 18)
Security deposit to others
Land use rights
Contract acquisition cost
Unbilled receivables
Prepaid debt financing cost
Other
Total
2018
(INR)
As of March 31,
2019
(INR)
2019
(US$)
171,304
—
—
2,160
123,316
113,209
—
—
46,800
42,864
499,653
307,005
2,220,434
66,694
—
402,463
329,730
152,484
123,550
593,897
72,205
4,268,462
4,439
32,107
964
—
5,819
4,768
2,205
1,786
8,587
1,044
61,719
F-20
10. Long term debt
Long term debt, consists of the following:
Secured term loans:
Foreign currency loans
Indian rupee loans
Other secured bank loan:
Vehicle loan
Total debt
Less current portion
Long-term debt
Term loans
5.5% Senior Notes
2018
(INR)
As of March 31,
2019
(INR)
2019
(US$)
35,524,189
17,573,746
53,097,937
45,124,494
23,813,316
68,937,810
10,886
53,108,823
873,883
52,234,940
9,588
68,947,398
7,288,995
61,658,403
652,465
344,322
996,787
139
996,926
105,393
891,533
During the year ended March 31, 2018, Azure Power Energy Limited (one of the subsidiaries of APGL) issued 5.5% US$ denominated Senior Notes
(“5.5% Senior Notes” or “Green Bonds”) and raised INR 31,260,069 net of discount of INR 8,601 at 0.03% and issuance expense of INR 585,832. The discount on
issuance of the Green Bonds and the issuance expenses have been recorded as finance cost, using the effective interest rate method and the unamortized balance of
such amounts is netted with the carrying value of the Green Bonds. The Green Bonds are listed on the Singapore Exchange Securities Trading Limited (SGX-ST).
In accordance with the terms of the issue, the proceeds were used for repayment of project level loans. The interest on the 5.5% Senior Notes are payable on a
semi-annual basis and the principal amount is payable in November 2022. As of March 31, 2019, the net carrying value of the Green Bonds as on March 31, 2019
was INR 34,123,119 (US$ 493,394). The Company has guaranteed the principal and interest repayments to the investors and the guarantee shall become ineffective
on meeting certain financial covenants. The Green Bonds are secured by a pledge of Azure Power Energy Limited’s shares.
Non-Convertible Debentures
During the year ended March 31, 2018, the Company issued Non-Convertible Debentures in one of our subsidiaries and borrowed INR 1,864,584, net of
issuance expense of INR 35,416. The debentures carry an interest rate of 12.30% per annum. The debentures are repayable in 11 equalized semi-annual instalments
beginning September 2022 until September 2027 and interest payments are payable semi-annually commenced March 2018. The issuance expenses are amortized
over the term of the contract using the effective interest rate method. As of March 31, 2019, the net carrying value of the non-convertible debentures was INR
1,863,899 (US$ 26,951).
During the year ended March 31, 2019, the Company issued Non-Convertible Debentures in one of our subsidiaries and borrowed INR 1,477,930 (US$
21,370), net of issuance expense of INR 22,070 (US$ 319). The debentures carry an interest rate of 10.50% per annum. The debentures are repayable on the expiry
of a period of 15 months from the date of allotment and interest payments are payable every three months commenced December 2018. The issuance expenses are
amortized over the term of the contract using the effective interest rate method. The Non-Convertible debentures are collateralized with the shares of two of its
subsidiaries in terms of the debentures deed. As of March 31, 2019, the net carrying value of the non-convertible debentures was INR 1,490,807 (US$ 21,556).
F-21
During the year ended March 31, 2019, the Company issued Non-Convertible Debentures in two of our subsidiaries and borrowed INR 547,996 (US$
7,924), net of issuance expense of INR 14,044 (US$ 203). The debentures carry an interest rate of 10.32% per annum. The debentures are repayable on October
2024 and interest payments are payable every three months commencing from April 2019. The issuance expenses are amortized over the term of the contract using
the effective interest rate method. The borrowing is collateralized by first ranking pari paasu mortgage charge on all immovable and movable properties of the
borrower. As of March 31, 2019, the net carrying value of the non-convertible debentures was INR 548,347 (US$ 7,929).
Project level secured term loans
Foreign currency loans
The net carrying value of the loan as of March 31, 2019 is INR 683,924 (US$ 9,889) which was borrowed for the financing of a 5 MW solar power project,
which carries a fixed interest rate of 4.40%. The loan is repayable in 66 quarterly instalments commenced July 15, 2012. The borrowing is collateralized by the
underlying solar power project assets with a net carrying value of INR 560,024 (US$ 8,098) as of March 31, 2019.
The net carrying value of the loan as of March 31,2019 is INR 3,040,316 (US$ 43,961), which was borrowed for the financing of a 35 MW solar power
project, which carries a fixed interest rate of 4.07%. The loan is repayable in 36 semi-annual instalments which commenced on August 20, 2013. The borrowing is
collateralized by underlying solar power project assets with a net carrying value of INR 2,655,115 (US$ 38,391) as of March 31, 2019.
During the year ended March 31, 2018, the company entered into an unsecured credit facility commitment for financing future rooftop solar power
projects, which carries a fixed interest rate of 4.42%. The net carrying value of the loan as of March 31,2019 is INR 47,378 (US$ 685). The interest rate for the
facility is fixed at lender’s base rate plus 2.25% per annum at the time of first disbursement. The loan is repayable in 54 quarterly instalments which commenced
from October 15, 2017. The borrowing is collateralized by the underlying solar power project assets with a net carrying value of INR 53,995 (US$ 781) as of
March 31, 2019.
During the year ended March 31, 2019, the Company borrowed INR 4,674,908 as a project level bridge loan facility for the financing of a 260 MW solar
power project. The facility carries a variable interest rate of LIBOR + 1.5% determined on semi-annual basis. The loan is repayable upon refinancing through a
long-term debt. The borrowing is collateralized by pledge of 100% of the equity shares of the subsidiary and first charge on underlying solar power project of the
subsidiary. Further, the Company has provided a guarantee for the facility. The net carrying value of the loan as of March 31,2019 is INR 4,835,593 (US$ 69,919).
During the year ended March 31, 2019, the Company borrowed INR 367,991 and INR 183,996, as project level financing for some of our rooftop projects.
These facilities carry an interest rate of LIBOR + 2.75% and interest payments are payable every three months commencing from April 2019. The loan is repayable
on October 15, 2024. The borrowing is collateralized by first ranking pari-paasu mortgage charge on all immovable and movable properties of the borrower. The
net carrying value of the loan as of March 31,2019 is INR 539,165 (US$ 7,796).
The Company is required to maintain principal and interest, both as defined in the respective agreements, as a reserve with banks specified by the
respective lenders. Such amounts, totalling INR 268,464 and INR 304,299 (US$ 4,400) at March 31, 2018 and March 31, 2019, are classified as restricted cash on
the consolidated balance sheets.
Foreign currency loans are subject to certain financial and non-financial covenants. Financial covenants include cash flow to debt service, indebtedness to
net worth ratio, debt equity ratio and maintenance of debt service balances. As of March 31, 2019, the Company is in compliance with all such covenants.
Indian rupee loans
The net carrying value of the loan as of March 31, 2019 is INR 89,568 (US$ 1,295), borrowed for the financing of a 2.5 MW solar power project. The
interest rate as of March 31, 2019 was 12.15% per annum. The loan is repayable
F-22
in 29 semi-annual instalments which commenced on January 15, 2014. The borrowing is collateralized by the underlying solar power project assets with a net
carrying value of INR 128,576 (US$ 1,859) as of March 31, 2019.
The net carrying value of the loan as of March 31, 2019 is INR 1,339,576 (US$ 19,369), borrowed for financing of a 30 MW solar power project from a
consortium of bank led by Yes Bank, which carries a floating rate of interest at a respective lender’s lending rate plus 1.5% per annum. The loan is repayable in 58
quarterly instalments commenced December 2015. The borrowing is collateralized by the underlying solar power project assets with a net carrying value of INR
1,585,635 (US$ 22,927) as of March 31, 2019.
The net carrying value of the loan as of March 31, 2019 is INR 1,408,228 (US$ 20,362), borrowed for financing of a 28 MW solar power project, which
has been refinanced from L&T Finance and United Bank of India and unamortized carrying value of ancillary cost of borrowing was expensed. The floating
interest rate at L&T PLR less spread 4.9% (as on date of disbursement) and for United Bank of India, the rate is at L&T PLR less 4.5%, the interest is fixed for first
5 years. The loan is repayable in 72 quarterly instalments commenced October 1, 2016. The borrowing is collateralized by the underlying solar power project assets
with a net carrying value of INR 1,356,688 (US$ 19,617) as of March 31, 2019.
During the year ended March 31, 2018, the Company borrowed INR 413,300 for financing of a 14 MW solar power project from Indusind Bank. The
floating interest rate is MCLR plus 1.45% per annum. The loan is repayable in 55 quarterly instalments commenced June 30, 2018. The borrowing is collateralized
by the underlying solar power project assets with a net carrying value of INR 495,899 (US$ 7,170) as of March 31, 2019. The net carrying value of the loan as of
March 31, 2019 is INR 388,596 (US$ 5,619).
During the year ended March 31, 2018, the Company borrowed INR 1,614,100 for financing of a 40 MW solar power project from Indian Renewable
Energy Development Agency (IREDA). The floating interest rate at rate of interest for Grade-III borrower as per credit risk rating system of IREDA and external
grading of Grade-III. The loan is repayable in 60 quarterly instalments commencing September 2018. The borrowing is collateralized by the underlying solar power
project assets with a net carrying value of INR 1,799,823 (US$ 26,024) as of March 31, 2019. The net carrying value of the loan as of March 31,2019 is INR
1,470,583 (US$ 21,263).
During the year ended March 31, 2018, the Company borrowed INR 375,000 for financing of a 7 MW solar power project from PTC India Financial
Services. The floating interest rate at PFS reference rate less 3.5%. The loan is repayable in 63 quarterly instalments commenced December, 2017. The borrowing
is collateralized by the underlying solar power project assets with a net carrying value of INR 388,738 (US$ 5,621) as of March 31, 2019. The net carrying value of
the loan as of March 31,2019 is INR 339,085 (US$ 4,903).
During the year ended March 31, 2018, the Company borrowed INR 2,300,000 for financing of a 50 MW solar power project, from PTC India Financial
Services. The floating interest rate at PFS reference rate less 3.5%. The loan is repayable in 63 quarterly instalments commenced September 2018. The borrowing
is collateralized by the underlying solar power project assets with a net carrying value of INR 2,518,454 (US$ 36,415) as of March 31, 2019. The net carrying value
of the loan as of March 31, 2019 is INR 2,161,133 (US$ 31,248).
During the year ended March 31, 2018, the Company borrowed INR 2,287,200 for financing of a 50 MW solar power project, from PTC India Financial
Services. The floating interest rate at PFS reference rate less 3.25%. During March 2019, loan amount of INR 1,500,000 was refinanced from Tata Cleantech
Capital Limited. The floating interest rate at TCCL Prime Lending Rate less 4.9%. The loan is repayable in 63 quarterly instalments commenced September 2018.
The borrowing is collateralized by the underlying solar power project assets with a net carrying value of INR 2,518,454 (US$ 36,415) as of March 31, 2019. The
net carrying value of the loan as of March 31, 2019 is INR 2,091,743 (US$ 30,245).
The net carrying value of the loan as of March 31, 2019 is INR 461,905 (US$ 6,679), borrowed for financing of a 10 MW solar power project, from Rural
Electrification Corporation Limited (REC). The rate of interest shall be applicable for a Grade-III borrower for the financing will reset after 10 years. The floating
interest rate is at REC lending rate. The loan is repayable in 60 quarterly instalments commencing June 2017. The borrowing is collateralized by the underlying
solar power project assets with a net carrying value of INR 554,982 (US$ 8,025) as of March 31, 2019.
F-23
During the year ended March 31, 2018, the Company borrowed INR 3,800,000 for financing 100 MW solar power project and was refinanced with a new
loan during September 2017 from Indian Renewable Energy Development Agency (IREDA). The floating interest rate at Grade-II as per IREDA. The loan is
repayable in 73 quarterly instalments commenced June 2018. The borrowing is collateralized by the underlying solar power project assets with a net carrying value
of INR 5,117,991 (US$ 74,002) as of March 31, 2019. The net carrying value of the loan as of March 31,2019 is INR 5,508,657 (US$ 79,651).
During the year ended March 31, 2019, the Company borrowed INR 1,070,000 for financing 200 MW solar power project from Yes Bank. The floating
interest rate at MCLR plus 0.55%. The loan is repayable in 74 quarterly instalments commencing March 2020. The borrowing is collateralized by the underlying
under construction solar power project assets with a net carrying value of INR 6,662,878 (US$ 96,340) as of March 31, 2019. The net carrying value of the loan as
of March 31,2019 is INR 1,047,846 (US$ 15,151).
During the year ended March 31, 2019, the Company borrowed INR 3,530,000 for financing 100 MW solar power project, from L&T Finance. The loan is
repayable within two years from the date of drawdown. The borrowing is collateralized by the underlying solar power project assets with a net carrying value of the
asset. The floating interest rate at L&T PLR less spread 4.65% The net carrying value of the loan as of March 31,2019 is INR 3,488,742 (US$ 50,445).
During the year ended March 31, 2019, the Company borrowed INR 124,120 (US$ 1,795) as External Commercial Borrowings for some of our rooftop
projects from International Financial Corporation (‘IFC’). These facilities carry an interest rate of 10.74% and interest payments are payable every three months
commencing from April 2019. The borrowing is collateralized by first ranking pari-paasu mortgage charge on all immovable and movable properties of the
borrower. The loan is repayable on October 15, 2024. The net carrying value of the loan as of March 31,2019 is INR 120,939 (US$ 1,749).
As of March 31, 2019, the Company has unused commitments for long-term financing arrangements amounting to INR 10,158,901 (US$ 146,890) for
solar power projects.
Trade credit
As of March 2019, the Company had entered into multiple buyer’s credit facilities amounting to INR 1,596,070 (US$ 22,801). These facilities carry a
floating interest rate of LIBOR+ 0.5%, for its solar power projects. The trade credits shall to be repaid in 2.7 -2.8 years from the date of shipment with semi-annual
interest payments.
From December till January 2019, the Company had entered into buyer’s credit facility amounting to INR 281,120 (US$ 4,016) at six months LIBOR plus
0.8% spread, for some of its operational SPV’s.
Short term
In February 2017, the Company entered into a revolving credit facility in the amount of INR 2,500,000. The facility was closed in September 2018.
For the year ended March 31, 2019, the Company entered into a revolving credit facility in the amount of INR 500,000, from Reliance Commercial
finance. The company has drawn the whole facility as of March 31, 2019. Borrowings under this facility are repayable within 12 months of disbursement. The
floating interest rate at respective lender’s PLR rate minus 5.5%. The unamortized balance of debt financing cost as of March 31, 2019 is INR 4,460 (US$ 67).
For the year ended March 31, 2019, the Company entered into a short-term credit facility in the amount of INR 2,500,000. Borrowings under this facility
are repayable within 12 months of disbursement. The company has drawn INR 1,400,000 as of March 31, 2019. The facility bears an interest rate of 11.25%. The
unamortized balance of debt financing cost as of March 31, 2019 is INR 5,423 (US$ 78).
F-24
For the year ended March 31, 2019, the Company entered into working capital facility in the amount of INR 1,950,000. The company has drawn the whole
facility during the year out of which INR 1,010,000 was repaid as of March 31, 2019. Borrowings under this facility are repayable within 12 months of
disbursement, unless renewed by the lenders thereafter, which the facility will be available till July 2022. The facility bears an interest rate of 12.50%. The
unamortized balance of debt financing cost as of March 31, 2019 is INR 5,094 (US$ 74).
Generally, under the terms of the loan agreements entered into by the Company’s project subsidiaries, the project subsidiaries are restricted from paying
dividends to APGL if they default in payment of their principal, interest and other amounts due to the lenders under their respective loan agreements. Certain of
APGL’s project subsidiaries also may not pay dividends to APGL out of restricted cash.
The carrying value of debt financing costs as on March 31, 2018 and 2019 was INR 827,539 and INR 850,715 (US$ 12,298) for the above loans, which is
amortized over the term of the contract using the effective interest rate method.
As of March 31, 2019, the aggregate maturities of long-term debt are as follows:
As of March 31,
2020
2021
2022
2023
2024
Thereafter
Total: aggregate maturities of long-term debt
Less: carrying value of unamortized debt
financing costs
Net maturities of long-term debt
Less: current portion of long-term debt
Long-term debt
Annual maturities*
INR
7,277,068
4,560,982
2,944,433
36,088,821
1,431,288
17,480,746
69,783,338
(835,940)
68,947,398
(7,288,995)
61,658,403
US$
105,221
65,948
42,574
521,816
20,695
252,758
1,009,012
(12,086)
996,926
(105,393)
891,533
*
Long term debt (principal) obligations for foreign currency denominated borrowings have been translated to Indian rupees using the closing exchange rate as
of March 29, 2019 as per Reserve Bank of India.
11. Income Taxes
The individual entities within the Company file individual tax returns as per the regulations existing in their respective jurisdictions.
The fiscal year under the Indian Income Tax Act ends on March 31. A portion of the Company’s Indian operations qualify for deduction from taxable
income because its profits are attributable to undertakings engaged in development of solar power projects under section 80-IA of the Indian Income Tax Act,
1961. This holiday is available for a period of ten consecutive years out of fifteen years beginning from the year in which the Company generates power (“Tax
Holiday Period”), however, the exemption is only available to the projects completed on or before March 31, 2017. The Company anticipates that it will claim the
aforesaid deduction in the last ten years out of fifteen years beginning with the year in which the Company generates power and when it has taxable income.
Accordingly, its current operations are taxable at the normally applicable tax rates.
F-25
The Company had adopted the provisions of ASC Topic 740 as they relate to uncertain income tax positions. Tax exposures can involve complex issues
and may require extended periods to resolve. The Company does not have any uncertain tax positions requiring recognition. The Company reassesses its tax
positions in light of changing facts and circumstances, such as the closing of a tax audit, refinement of an estimate, or changes in tax codes. To the extent that the
final tax outcome of these matters differs from the amounts recorded, such differences will impact the provision for income taxes in the period in which such
determination is made.
The provision (benefit) for income taxes consists of the following:
Current tax expense/(benefit)*
Withholding Tax on interest on Inter-corporate debt
Deferred income tax expense/(benefit)
Total
*
Current tax on profit before tax.
Income/(loss) before income taxes is as follows:
Domestic operations
Foreign operations
Total
Net deferred income taxes in the consolidated balance sheet is as follows:
Deferred tax assets
Less: valuation allowance
Net deferred tax assets
Deferred tax liability
2017
INR
509,083
—
383,250
892,333
Year ended March 31,
2019
INR
128,022
192,360
(167,570)
152,812
2018
INR
(117,399)
133,715
(269,198)
(252,882)
(INR)
US$
1,851
2,781
(2,423)
2,210
March 31,
2017
(INR)
2018
(INR)
2019
(INR)
2019
(US$)
(28,504)
(270,732)
(299,236)
61,995
(1,337,106)
(1,275,111)
261,588
29,717
291,305
3,782
430
4,212
2018
(INR)
1,767,733
(715,340)
1,052,393
892,138
March 31,
2019
(INR)
2,734,923
(328,398)
2,406,525
2,053,808
2019
(US$)
39,544
(4,748)
34,796
29,696
At March 31, 2019, the Company performed an analysis of the deferred tax asset valuation allowance. Based on the analysis, the Company has concluded
that a valuation allowance offsetting the deferred tax assets is required as of March 31, 2019, on the basis that it is more likely than not that APGL itself will not be
able to utilize the entirety of its net operating losses as it has no business operations of its own.
Change in the valuation allowance for deferred tax assets as of March 31, 2018 and March 31, 2019 is as follows:
Opening valuation allowance
Valuation allowance on adoption of ASU 2016-16
Movement during the Year
Closing valuation allowance
F-26
2018
(INR)
12,845
1,154,053
(451,558)
715,340
March 31,
2019
(INR)
715,340
—
(386,942)
328,398
2019
(US$)
10,343
—
(5,595)
4,748
The significant components of the net deferred income tax assets and liabilities exclusive of amounts that would not have any tax consequences because
they will reverse within the Tax Holiday Period, are as follows:
Deferred tax assets:
Net operating loss
Tax on Inter — Company margin
Deferred revenue
Asset retirement obligation
Depreciation and amortization
Minimum alternate tax credit
Allowance for doubtful accounts
Other deductible temporary difference
Valuation allowance
Deferred tax liabilities:
Depreciation and amortization
Other comprehensive income
Net deferred tax (liability) asset
2018
(INR)
As of March 31,
2019
(INR)
2019
(US$)
550,923
500,474
216,225
79,325
957,272
456,152
15,541
59,410
(715,340)
1,428,914
205,129
315,881
141,523
827,576
767,307
13,976
83,312
(328,398)
(1,911,206)
(48,521)
160,255
(2,790,299)
(312,204)
352,717
20,661
2,966
4,567
2,046
7,218
11,095
202
1,205
(4,748)
(35,597)
(4,514)
5,101
The effective income tax rate differs from the amount computed by applying the statutory income tax rate to loss before income taxes as follows:
Statutory income tax (benefit)/expense
Temporary differences reversing in the
Tax Holiday Period
Taxes on intercompany transaction
reversing in the Tax Holiday Period
Impact of changes in tax rate
Permanent timing differences
Valuation allowance created / (reversed)
during the year
Other difference
Total
For the Year ended March 31,
2017
Tax
(INR)
(103,494)
2018
Tax
(INR)
(445,523)
%
(34.60)%
2019
%
(34.94)%
Tax
(INR)
101,782
%
34.94%
US$
1,472
223,897
74.87%
333,565
26.12%
303,660
(103.92)%
4,391
741,474
—
—
247.96%
—
—
—
112,547
116,739
—
8.83%
9.16%
—
—
28,895
—
—
9.92%
—
—
418
4,274
26,182
892,333
1.42%
8.55%
298.20%
(451,558)
81,348
(252,882)
(35.41)%
6.38
(19.8)%
(386,942)
105,417
152,812
(112.73)%
224.03%
52.24%
(5,595)
1,524
2,210
For the fiscal year ended March 31, 2019, the statutory income tax rate as per the Income Tax Act, 1961 is 34.61%. As of March 31, 2017, 2018, and 2019,
deferred income taxes have not been provided for the Company’s share of undistributed net earnings of foreign operations due to management’s intent to reinvest
such amounts indefinitely. Those earnings totalled INR 1,315,335 INR 1,572,635 and INR 989,554 (US$ 14,308) for the years ended March 31, 2017, 2018 and
2019, respectively.
F-27
12. Interest expense, net
Interest expense, net consists of the following:
Interest expense:
CCDs
Series E and G CCPS
Term loans
Bank charges and other#
Interest income:
Term and fixed deposits
Gain on sale of investments
Investments held-to-maturity
Total
2017
(INR)
90,360
73,840
2,439,052
160,740
2,763,992
319,823
72,074
259
392,156
2,371,836
Year ended March 31,
2019
(INR)
2018
(INR)
2019
(US$)
—
—
5,104,245
739,939
5,844,184
508,446
167,258
262
675,966
5,168,218
—
—
5,469,020
484,618
5,953,638
932,035
148,420
141
1,080,596
4,873,042
—
—
79,078
7,007
86,085
13,477
2,146
2
15,625
70,460
#
Bank charges and other includes amortization of debt financing costs for the year ended March 31, 2017, March 31, 2018 and 2019 was INR 114,085, INR
747,520 and INR 266,814 (US$ 3,858), respectively.
13. Loss/(gain) on foreign currency exchange
Loss/(gain) on foreign currency exchange consists of the following:
Unrealized loss/ (gain) on foreign currency loans
Realized gain on foreign currency loans
Unrealized loss on derivative instruments
Realized loss on derivative instruments
Other loss/ (gain) on foreign currency exchange
Total
14. Equity shares
Equity shares
2017
(INR)
(126,943)
(106,299)
61,862
123,792
(61,540)
(109,128)
Year ended March 31,
2019
(INR)
2018
(INR)
2019
(US$)
12,280
(74,080)
45,624
32,275
29,619
45,716
226,490
(47,896)
21,354
48,837
193,215
442,001
3,275
(693)
309
706
2,794
6,391
Equity shares have a par value of US$0.000625 per share at APGL. There is no limit on the number of equity shares authorized. As of March 31, 2018, and
2019, there were 25,996,932 and 41,040,028 equity shares issued and outstanding.
During the year ended March 31, 2019, the Company issued 14,915,542 shares at US$ 12.50 per share, during its Follow-on Public Offering (FPO). The
Company incurred underwriter fees, legal expenses, printing costs and other costs directly relating to its FPO of US$ 3,494, the Company accounted for such costs
under ASC 340-10-599-1 (SAB Topic 5A) “Expenses of the Offering” as incremental costs directly attributable to an offering of equity shares. These costs were
applied against the proceeds from the FPO. The FPO resulted in aggregate proceeds net of issuance expense of US$ 182,951.
F-28
15. Earnings per share
The Company calculates earnings per share in accordance with FASB ASC Topic 260 Earnings Per Share and FASB ASC Topic 260-10-45 Determining
Whether Instruments Granted in Share-Based Payment Transactions Are Participating Securities. Basic and diluted earnings losses per equity share give effect to
the change in the number of equity shares of the Company. The calculation of basic earnings per equity share is determined by dividing net profit/loss attributable
to APGL equity shareholders by the weighted average number of equity shares outstanding during the respective periods. The potentially dilutive shares, consisting
of employee share options, compulsorily convertible debentures, and compulsorily convertible preferred shares have been included in the computation of diluted
net earnings per share and the weighted average shares outstanding, except where the result would be anti-dilutive.
The Mezzanine CCPS shareholders were entitled to participate, along with the equity shareholders, in the earnings of the Company. Under ASC Topic 260
such participative rights would require the two-class method of reporting EPS. As the preferred shares do not participate in losses, the Company had excluded these
shares, as including them would be antidilutive.
(Loss)/profit per share is presented below:
Net (loss)/profit attributable to APGL
Add: Accretion on Mezzanine CCPS
Add: Accretion of redeemable non-controlling interest
Net (loss)/profit attributable to APGL equity
shareholders (A)
Shares outstanding for allocation of undistributed
income:
Equity shares
Weighted average shares outstanding
Equity shares – Basic (B)
Equity shares – Diluted (C)
Net (loss)/profit per share — basic and diluted
Equity earnings per share – Basic (D=A/B)
Equity earnings per share – Diluted (E=A/C)
Year ended March 31
2017
(INR)
(1,172,645)
(235,853)
(44,073)
2018
(INR)
(820,682)
—
(6,397)
2019
(INR)
2019
(US$)
78,399
—
—
1,133
—
—
(1,452,571)
(827,079)
78,399
1,133
25,915,956
25,996,932
41,040,028
41,040,028
13,040,618
13,040,618
25,974,111
25,974,111
33,063,832*
33,968,127*
33,063,832*
33,968,127*
(111.39)
(111.39)
(31.84)
(31.84)
2.37
2.31
0.03
0.03
* — During the year, the Company issued 14,915,542 shares at US$ 12.50 per share, during its Follow-on Public Offering (FPO).
The number of share options outstanding but not included in the computation of diluted earnings per equity share because their effect was antidilutive is
540,280 and 1,058,527 for years ended March 31, 2017 and 2018, respectively.
16. Leases
The Company leases office facilities and land use rights under operating lease agreements. Minimum lease payments under operating leases are recognized
on a straight-line basis over the term of the lease. Rent expense for operating leases for the years ended March 31, 2017, 2018 and 2019 was INR 172,528,
INR 206,497 and INR 324,370 (US$ 4,690), respectively.
F-29
Future minimum lease payments under non-cancellable operating leases as of March 31, 2019 are:
Year ended March 31,
Fiscal 2020
Fiscal 2021
Fiscal 2022
Fiscal 2023
Fiscal 2024
Thereafter
Total
Amount (INR)
US$
251,287
189,007
169,638
175,210
180,446
5,819,426
6,785,014
3,633
2,733
2,453
2,533
2,609
84,144
98,105
17. Commitments, guarantees and contingencies
Capital commitments
As at March 31, 2019, the Company had irrevocable performance bank guarantees in relation to its obligation towards construction and transmission
infrastructure of solar power plants of INR 5,088,173 (US$ 73,571).
Further the Company had INR 958,204 (US$ 13,855) of performance bank guarantees for its commissioned plants, which the Company expects to be
released within a year and INR 4,024 (US$ 58) as bank guarantee towards other commitments.
Guarantees
The Company issues irrevocable performance bank guarantees in relation to its obligation towards construction and transmission infrastructure of solar
power plants as required by the PPA such outstanding guarantees are INR 5,088,173 (US$ 73,571).
Further, INR 958,204 (US$ 13,855) is in relation to commissioned plants which the Company expects to release within a year and INR 4,024 (US$ 58) is
bank guarantee towards other commitments.
The Company issues bank guarantees amounting to INR 399,764 (US$ 5,780) as at March 31, 2019 to meet its Debt-Service Reserve Account (DSRA)
requirements for its outstanding loans.
The Company has obtained guarantees from financial institutions as a part of the bidding process for establishing solar projects amounting to INR 132,736
(US$ 1,919) as at March 31, 2019. The Company has given term deposits as collateral for those guarantees which are classified as restricted cash on the
consolidated balance sheet.
The Company had entered into buyer’s credit facilities amounting to US$ 23,302, which remain unused as of March 31, 2019.
The terms of the PPAs provide for the annual delivery of a minimum amount of electricity at fixed prices.
Contingencies
As of March 31, 2019, the Company had a contingent of liability of INR 415,000 (US$ 6,001) for projects completed beyond the contractually agreed
dates. The Company has filed an appeal against such demands and has received a stay order from the appellant authorities. The management believes the reason for
delay was not attributable to the Company, based on advice from its legal advisors and the facts underlying the Company’s position, and therefore the management
believes that the Company will ultimately not be found liable for these assessments and has not accrued any amount with respect to these matters in its consolidated
financial statements.
F-30
18. Related Party Disclosures
For the years ended the year ended March 31, 2017, 2018 and 2019, the Company incurred rent expense on office facilities and guest house facilities
totalling INR 19,362, INR 15,402 and INR 2,916 (US$ 42), respectively, where the lessors are related to the chief executive officer and another director of the
Company. As of March 31, 2018, and 2019, the Company had security deposits with these lessors totalling INR 2,160 and INR Nil, respectively.
The contract for guest house facilities has been cancelled with effect from March 29, 2019. The Company had no related party contracts as at March 31,
2019.
19. Share based compensation
The Company has 2015 Stock Option Plan and 2016 Equity Incentive Plan and as amended in 2017 (collectively “ESOP Plans”) duly approved by the
Board of Directors and had 2,023,744 stock options in the employee stock option pool as of March 31, 2019. Under the ESOP Plans, the Compensation Committee
on behalf of Board of Directors (the “Directors”) may from time to time make grants to one or more employees, determined by it to be eligible for participation
under the plans.
The Compensation Committee determines which employees are eligible to receive the equity awards, the number of equity awards to be granted, the
exercise price, the vesting period and the exercise period. The vesting period will be decided by the Compensation Committee as and when any grant takes place.
All options granted under these plans shall vest over a period of 4 years from the date of grant with 25% vesting at the end of year one, 25% vesting at the end of
year two, 25% vesting at the end of year three and 25% vesting at the end of year four unless specified otherwise. Shares forfeited by the Company are transferred
back to the employee stock pool and shall be available for new grants.
Options are deemed to have been issued under these plans only to the extent actually issued and delivered pursuant to a grant. To the extent that a grant
lapses or the rights of its grantee terminate, any equity shares subject to such grant are again available for new grants.
The option grant is at such price as may be determined by the Compensation Committee and is specified in the option grant. The grant is in writing and
specifies the number of options granted the price payable for exercising the options, the date/s on which some or all of the options shall be eligible for vesting,
fulfillment of the performance and other conditions, if any, subject to which vesting shall take place and other terms and conditions thereto. The option grant can be
exercised only by the employees of the Company.
Options granted under the plan are exercisable into equity shares of the Company, have a contractual life equal to the shorter of ten years and July 20,
2025, and vest equitably over four years, unless specified otherwise in the applicable award agreement. The Company recognizes compensation cost, reduced by
the estimated forfeiture rate, over the vesting period of the option. A summary of share option activity during the periods ending March 31, 2018 and March 31,
2019 is set out below:
Options outstanding as of March 31, 2018
Granted
Exercised
Forfeited
Expired
Options outstanding as of March 31, 2019
Vested and exercisable as of March 31, 2019
Available for grant as of March 31, 2019 is 321,977 options.
*
#
Not in thousands
Post considering the subsequent events mentioned in Form 20F of March 31, 2017.
F-31
Number of
shares*
1,058,237
625,124
(127,554)
(62,570)
—
1,493,237
432,063
Weighted
average
exercise price
in INR *
690
777
296
887
—
726
510
The Black-Scholes-Merton option pricing model includes assumptions regarding dividend yields, expected volatility, expected option term, and risk-free
interest rates. The Company estimates expected volatility based on the historical volatility of comparable publicly traded companies for a period that is equal to the
expected term of the options because it does not have sufficient history of its own volatility. The risk-free interest rate is based on the yield of relevant time period
based on US government bonds in effect at the time of grant for a period commensurate with the estimated expected life. The expected term of options granted is
derived using the “simplified” method as allowed under the provisions of ASC Topic 718 due to insufficient historical exercise history data to provide a reasonable
basis upon which to estimate expected term.
The fair value of each share option granted to employees is estimated on the date of grant using the Black- Scholes option-pricing model with the following
weighted average assumptions:
Dividend yield
Expected term (in years)
Expected volatility
Risk free interest rate
Year ended March 31,
2018
2019
0%
0%
4.2 - 6.1
26.1% - 37.0%
1.63% - 2.60%
3.6 - 5.2
25.9% - 30.9%
2.20% - 2.50%
As of March 31, 2018, and 2019, the aggregate intrinsic value of all outstanding options was INR 118,800 and INR 82,943 (US$ 1,199), respectively.
The share-based compensation expense related to share options is recorded as a component of general and administrative expenses in the Company’s
consolidated statements of operations and totalled, INR 13,774, INR 25,060 and INR 82,699 (US$ 1,196) for the years ended March 31, 2017, 2018 and 2019,
respectively.
Unrecognized compensation cost for unvested options as of March 31, 2019 is INR 209,599 (US$ 3,031), which is expected to be expensed over a
weighted average period of 2.5 years.
The intrinsic value of options exercised during the year ended March 31, 2018, and March 31, 2019 was INR 28,666 and INR 33,845 (US$ 489).
During November 2018, the Company repriced the exercise price for 692,507 options, which were previously awarded to certain officers, employees and
directors under the ESOP plans to US$ 11.90 per share. All terms and conditions of the eligible options, including the vesting schedule, service condition and other
terms remain the same. The impact of the repricing of the options has been considered in the company’s financial statements.
The intrinsic value per option at the date of grant during the years ended March 31, 2018 and 2019 is as follows:
Date of grant
June 10, 2017
June 21, 2017
August 29, 2017
October 20, 2017
October 25, 2017
November 6, 2017
December 5, 2017
March 31, 2018
February 1, 2019
March 31, 2019
*
Not in thousands
No. of options
granted*
Deemed fair
value of
equity shares
(INR)*
Intrinsic value
per option
at the time of
grant (INR)
1,009
1,033
923
1,005
1,004
1,003
857
862
763
779
53,236
46,925
78,344
5,082
25,134
20,594
3,689
316,550
99,000
526,124
F-32
—
—
—
—
—
—
—
—
—
—
Valuation used
Market price
Market price
Market price
Market price
Market price
Market price
Market price
Market price
Market price
Market price
20. Fair Value Measurements
ASC Topic 820 Fair Value Measurements and Disclosures defines fair value as the price that would be received to sell an asset or paid to transfer a liability
in an orderly, hypothetical transaction between market participants at the measurement date. ASC Topic 820 establishes a three-tier value hierarchy of fair value
measurement based upon the whether the inputs to that measurement are observable or unobservable. Observable inputs reflect data obtained from independent
sources while unobservable inputs reflect the Company’s market assumptions. ASC Topic 820 prioritizes the inputs used in the valuation methodologies in
measuring fair value as follows:
Level 1 — Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets.
Level 2 — Includes other inputs that are directly or indirectly observable in the marketplace. Observable inputs, other than Level 1 quoted prices for
similar instruments in active markets; quoted prices for similar or identical instruments in markets that are not active; and valuations using models in which all
significant inputs are observable in active markets.
Level 3 — Unobservable inputs which are supported by little or no market activity.
The fair value hierarchy also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair
value.
follows;
In accordance with ASC Topic 820, assets and liabilities are to be measured based on the following valuation techniques:
Market approach — Prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities.
Income approach — converting the future amounts based on the market expectations to its present value using the discounting methodology.
Cost approach — Replacement cost method.
The valuation techniques used by the Company to measure and report the fair value of certain financial assets and liabilities on a recurring basis are as
F-33
Foreign exchange derivative contracts
The Company enters into foreign exchange derivative contracts to hedge fluctuations in foreign exchange rates for recognized balance sheet items such as
foreign exchange term loans. The Company mitigates the credit risk of these foreign exchange derivative contracts by transacting with highly rated counterparties
which are major banks. The Company used the super derivatives option pricing model based on the principles of the Black-Scholes model to determine the fair
value of the foreign exchange derivative contracts. The inputs considered in this model include the theoretical value of a call option, the underlying spot exchange
rate as of the balance sheet date, the contracted price of the respective option contract, the term of the option contract, the implied volatility of the underlying
foreign exchange rates and the risk-free interest rate as of the balance sheet date. The techniques and models incorporate various inputs including the credit
worthiness of counterparties, foreign exchange spot and forward rates, interest rate yield curves, forward rate yield curves of the underlying. The Company
classifies the fair value of these foreign exchange derivative contracts in Level 2 because the inputs used in the valuation model are observable in active markets
over the term of the respective contracts.
Description
Assets
Current assets
Available for sale securities
Foreign exchange derivative contracts
Total assets
Description
Other Liabilities
Fair valuation of swaps and options
Total Liabilities
Fair value measurement at reporting date using
Quoted Prices
in Active
Markets for
Significant
Other
Significant
As of
March 31,
2018
(INR)
Identical
Assets
(Level 1)
(INR)
Observable
Unobservable
Inputs
(Level 2)
(INR)
Inputs
(Level 3)
(INR)
1,383,573
48,837
1,432,410
1,383,573
—
1,383,573
—
48,837
48,837
—
—
—
Fair value measurement at reporting date using
Quoted Prices
in Active
Markets for
As of
March 31,
2018
(INR)
Identical
Assets
(Level 1)
(INR)
Significant
Other
Significant
Observable
Unobservable
Inputs
(Level 2)
(INR)
Inputs
(Level 3)
(INR)
331,314
331,314
—
—
331,314
331,314
—
—
F-34
Description
Assets
Non-Current assets
Fair valuation of swaps and options
Total assets
US$
Description
Other Liabilities
Fair valuation of swaps and forward
Total Liabilities
US$
Fair value measurement at reporting date using
Quoted Prices
in Active
Markets for
As of
March 31,
2019
(INR)
Identical
Assets
(Level 1)
(INR)
Significant
Other
Significant
Observable
Unobservable
Inputs
(Level 2)
(INR)
Inputs
(Level 3)
(INR)
2,220,435
2,220,435
32,106
—
—
—
2,220,435
2,220,435
32,106
—
—
—
Fair value measurement at reporting date using
Quoted Prices
in Active
Markets for
As of
March 31,
2019
(INR)
Identical
Assets
(Level 1)
(INR)
Significant
Other
Significant
Observable
Unobservable
Inputs
(Level 2)
(INR)
Inputs
(Level 3)
(INR)
184,717
184,717
2,671
—
—
—
184,717
184,717
2,671
—
—
—
The carrying amount of cash and cash equivalents, including restricted cash, accounts receivable, accounts payables, and other current financial assets and
liabilities approximate their fair value largely due to the short-term maturities of these instruments. There have been no transfers between categories during current
year.
The carrying value and fair value of the Company’s fixed rate project financing term loans is as follows:
Fixed rate project financing loans:
Foreign currency loans
Fixed rate project financing loans:
Foreign currency loans
Indian currency loan
Carrying Value
(INR)
As of March 31,
2018
Fair Value
(INR)
US$
35,804,793
36,938,371
567,323
Carrying Value
(INR)
As of March 31,
2019
Fair Value
(INR)
US$
38,422,292
2,586,160
38,657,191
2,530,953
558,953
36,596
F-35
The Company uses the yield method to estimate the fair value of fixed rate loans using interest rate change as an input. The carrying amount of the
Company’s variable rate project financing terms loans approximate, their fair values due to their variable interest rates.
The carrying value and fair value of the Company’s investment in Bank of Mauritius notes, classified as available for sale security is as follows:
Non-current investments:
Fixed rate Bank of Mauritius notes
Carrying Value
(INR)
As of March 31,
2018
Fair Value
(INR)
US$
7,041
7,088
109
The Company uses the yield method to estimate the fair value of fixed rate Bank of Mauritius notes by using interest rate as an input. The carrying amount
of the Company’s investment in fixed rate Bank of Mauritius notes approximate, their fair values relative to variable interest rates.
21. Derivative instruments and hedging activities
Option Contracts Undesignated as hedge
The following table presents outstanding notional amount and balance sheet location information related to foreign exchange derivative contracts as of
March 31, 2018 and 2019:
March 31, 2018
Prepaid Expenses
and Other
Current Asset
(Fair value)
(INR)
Other
Assets
(INR)
Notional
Amount
(US$)
March 31, 2019
Prepaid Expenses
and Other
Current Asset
(Fair value)
(INR)
Other
Assets
(INR)
Notional
Amount
(US$)
Foreign currency option contracts
5,852
48,837
—
—
—
—
(Gains)/Losses on foreign exchange derivative contracts for the year ended March 31, 2017, 2018 and 2019 aggregated INR 185,654, INR 77,897 and INR
70,191 (US$ 1,015), respectively.
Contracts designated as Cashflow hedge
The Company hedged the foreign currency exposure risk related to certain intercompany loans denominated in foreign currency through call spread option
with full swap for coupon payments. The Company also availed trade credit facilities denominated in foreign currencies which were fully hedged through interest
rate swaps. The foreign currency forward contracts and options were not entered for trading or speculative purposes.
The Company documented each hedging relationship and assessed its initial effectiveness on inception date and the subsequent effectiveness was tested as
determined at the time of inception of the contract. The gain or loss on the hedge contracts was recorded in accumulated other comprehensive income to the extent
the hedge contracts were effective. The gain or loss on the hedge contracts shall be reclassified to interest expense when the coupon payments and principal
repayments are made on the related investments. The hedge contracts were effective as of March 31, 2019.
F-36
The following table presents outstanding notional amount and balance sheet location information related to foreign exchange derivative contracts as of
March 31, 2018 and 2019:
Foreign currency swap and option contracts
Foreign currency option contracts
March 31, 2018
Notional
Amount
(US$)
Current
Liabilities
(Fair value)
(INR)
Other
Liabilities
(Fair value)
(INR)
Other
Liabilities
(Fair value)
(US$)
499,602
—
331,314
5,089
March 31, 2019
Notional
Amount
(US$)
Current
Liabilities
(Fair value)
(INR)
499,602
—
Other
Assets
(Fair value)
(INR)
2,220,435
Other
Assets
(Fair value)
(US$)
32,106
Notional
Amount
(US$)
March 31, 2019
Current
Liabilities
(Fair value)
(INR)
Other
Assets
(Fair value)
(INR)
Current
Liabilities
(Fair value)
(US$)
Fair valuation of swaps and forward
30,781
184,717
—
2,671
The company recorded the fair value of currency option liability of INR 331,314 and fair value of currency option asset of INR 2,220,435 (US$ 32,106) in
the Other comprehensive income for the year ended March 31, 2018 and 2019, respectively and recorded an expense of INR 575,225 and INR 1,035,444 (US$
14,835) related to the amortisation of the cost of the hedge for the year ended March 31, 2018 and 2019, respectively.
The foreign exchange derivative contracts mature generally over a period of 3.6 years.
22. Concentrations of credit risk
Financial instruments that potentially subject the Company to significant concentrations of credit risk consist principally of cash and cash equivalents,
restricted cash, accounts receivables and derivative instruments. The Company mitigates the risk of credit losses from financing instruments, other than trade
receivables, by selecting counter parties that are well known Indian or international banks.
The following customers account for more than 10% of the Company’s accounts receivable and sale of power as of and for the year ended March 31, 2018
and 2019:
Customer Name
NTPC Vidyut Vyapar Nigam Limited
Punjab State Power Corporation Limited
Solar Energy Corporation of India
Chamundeshwari Electricity Supply Company
Andhra Pradesh Power Coordination Committee
March 31, 2018
March 31, 2019
% of Sale
of Power
% of Accounts
Receivable
% of Sale
of Power
% of Accounts
Receivable
21.20%
27.10%
13.00%
6.80%
—
15.40%
17.10%
11.40%
12.00%
—
28.57%
20.40%
15.70%
5.96%
5.30%
15.00%
16.20%
13.90%
14.18%
11.80%
F-37
23. Subsequent event
The Company partly commenced commercial operations of its 150 MW solar power plant located in Rajasthan, during April 2019.
On May 3, 2019, the Company announced the retirement of Mr. Inderpreet Singh Wadhwa, Chief Executive Officer and Chairman of the board of
directors. He will continue as Chairman and CEO until the new CEO begins work at Azure Power or December 31, 2019, whichever is earlier. Mr. Wadhwa will
serve as an advisor to the Company until December 31, 2019 even if a new CEO begins work prior to that date.
The Company evaluated all other events or transactions that occurred after March 31, 2019. Based on this evaluation, the Company is not aware of any
event or transactions that would require recognition or disclosure in the financial statements.
F-38
Azure Power Global Limited’s group structure as on March 31, 2019
Azure Power
Energy Limited
(Mauritius)
AZURE POWER GLOBAL LIMITED
(Ultimate Holding
Company in Mauritius)
Azure Power Solar
Energy Private
Limited (Mauritius)
Exhibit 8.1
AZURE POWER INDIA PVT LTD
(Holding Company in India)
AZURE POWER ROOFTOP PVT LTD
(Holding Company in India)
Azure Power Rooftop (GenCo.) Pvt Ltd.
(India)
Azure Power Rooftop One Pvt Ltd. (India)
Azure Power Rooftop Two Pvt Ltd. (India)
Azure Power Rooftop Three Pvt Ltd. (India)
Azure Power Rooftop Four Pvt Ltd. (India)
Azure Power Rooftop Five Pvt Ltd. (India)
Azure Power Rooftop Six Pvt Ltd. (India)
Azure Power Rooftop Seven Pvt Ltd. (India)
Azure Power Rooftop Eight Pvt Ltd. (India)
Azure Power Rooftop Nine Pvt Ltd. (India)
Azure Power Rooftop Ten Pvt Ltd. (India)
Azure Power Rooftop Eleven Pvt Ltd. (India)
Azure Power Rooftop Twelve Pvt Ltd. (India)
Azure Power One Pvt Ltd (India)
Azure Power (Punjab) Private Limited (India)
Azure Power (Rajasthan)Private Limited (India)
Azure Power (Haryana) Private Limited (India)
Azure Solar Private Limited (India)
Azure Sun Energy Private Limited (India)
Azure Urja Private Limited (India)
Azure Surya Private Limited (India)
Azure Power (Karnataka)Private Limited (India)
Azure Solar Solutions Private Limited (India)
Azure Power Infrastructure Private Ltd (India)
Azure Sunlight Private Limited (India)
Azure Sunrise Private Limited (India)
Azure Sunshine Private Limited (India)
Azure Power (Raj.) Pvt. Ltd. (India)
Azure Photovoltaic Pvt. Ltd. (India)
Azure Renewable Energy Pvt. Ltd. (India)
Azure Clean Energy Pvt. Ltd. (India)
Azure Green Tech Private Limited (India)
Azure Power Earth Private Limited (India)
Azure Power Eris Private Limited (India)
Azure Power Mars Private Limited (India)
Azure Power Mercury Private Limited (India)
Azure Power Pluto Private Limited (India)
Azure Power Saturn Private Limited (India)
Azure Power Jupiter Private Limited (India)
Azure Power Makemake Private Limited (India)
Azure Power Uranus Private Limited (India)
Azure Power Venus Private Limited (India)
Azure Power Thirty Three Private Limited (India)
Azure Power Thirty Four Private Limited (India)
Azure Power Thirty Five Private Limited (India)
Azure Power Thirty Six Private Limited (India)
Azure Power Thirty Seven Private Limited (India)
Azure Power Thirty Eight Private Limited (India)
Azure Power Thirty Nine Private Limited (India)
Azure Power Forty Private Limited (India)
Azure Power Forty One Private Limited (India)
Azure Power Forty Two Private Limited (India)
Azure Power Forty Three Private Limited (India)
Azure Power Forty Four Private Limited (India)
Azure Power Forty Five Private Limited (India)
Azure Power Forty Six Private Limited (India)
Azure Power Forty Seven Private Limited (India)
Azure Power Forty Eight Private Limited (India)
Azure Power Forty Nine Private Limited (India)
Azure Power Fifty Private Limited (India)
Azure Power US INC (USA)
Azure Power Maple Private Limited (India)
Azure Power Green Private Limited (India)
Certification by the Principal Executive Officer
Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
Exhibit 12.1
I, Inderpreet Singh Wadhwa, certify that:
1.
2.
3.
4.
I have reviewed this annual report on Form 20-F of Azure Power Global Limited;
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements
made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial
condition, results of operations and cash flows of the company as of, and for, the periods presented in this report;
The company’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange
Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the
company and have:
(a)
(b)
(c)
(d)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure
that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities,
particularly during the period in which this report is being prepared;
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision,
to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in
accordance with generally accepted accounting principles;
Evaluated the effectiveness of the company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of
the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
Disclosed in this report any change in the company’s internal control over financial reporting that occurred during the period covered by the annual
report that has materially affected, or is reasonably likely to materially affect, the company’s internal control over financial reporting; and
5.
The company’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the
company’s auditors and the audit committee of the company’s board of directors (or persons performing the equivalent functions):
(a)
(b)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely
to adversely affect the company’s ability to record, process, summarize and report financial information; and
Any fraud, whether or not material, that involves management or other employees who have a significant role in the company’s internal control over
financial reporting.
Date: June 10, 2019
By:
Name:
Title:
/s/ Inderpreet Singh Wadhwa
Inderpreet Singh Wadhwa
Chairman of the Board of Directors
and Chief Executive Officer
Certification by the Principal Financial Officer
Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
Exhibit 12.2
I, Pawan Agarwal, certify that:
1.
2.
3.
4.
I have reviewed this annual report on Form 20-F of Azure Power Global Limited:
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements
made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial
condition, results of operations and cash flows of the company as of, and for, the periods presented in this report;
The company’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange
Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the
company and have:
(a)
(b)
(c)
(d)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure
that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities,
particularly during the period in which this report is being prepared;
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision,
to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in
accordance with generally accepted accounting principles;
Evaluated the effectiveness of the company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of
the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
Disclosed in this report any change in the company’s internal control over financial reporting that occurred during the period covered by the annual
report that has materially affected, or is reasonably likely to materially affect, the company’s internal control over financial reporting; and
5.
The company’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the
company’s auditors and the audit committee of the company’s board of directors (or persons performing the equivalent functions):
(a)
(b)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely
to adversely affect the company’s ability to record, process, summarize and report financial information; and
Any fraud, whether or not material, that involves management or other employees who have a significant role in the company’s internal control over
financial reporting.
Date: June 10, 2019
By:
Name:
Title:
/s/ Pawan Agarwal
Pawan Agarwal
Chief Financial Officer
CERTIFICATION BY THE CHIEF EXECUTIVE OFFICER PURSUANT TO SECTION 906 OF
THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report of Azure Power Global Limited (the “Company”) on Form 20-F for the fiscal year ended March 31, 2019 as filed
with the Securities and Exchange Commission on the date hereof (the “Report”), I, Inderpreet Singh Wadhwa, Chief Executive Officer of the Company, hereby
certify, pursuant to 18 U.S.C.§ 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, to the best of my knowledge, that:
1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Exhibit 13.1
Date: June 10, 2019
By:
Name:
Title:
/s/ Inderpreet Singh Wadhwa
Inderpreet Singh Wadhwa
Chairman of the Board of Directors and Chief
Executive Officer
CERTIFICATION BY THE CHIEF FINANCIAL OFFICER PURSUANT TO SECTION 906 OF
THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report of Azure Power Global Limited (the “Company”) on Form 20-F for the fiscal year ended March 31, 2019 as filed
with the Securities and Exchange Commission on the date hereof (the “Report”), I, Pawan Agarwal, Chief Financial Officer of the Company, hereby certify,
pursuant to 18 U.S.C.§ 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, to the best of my knowledge, that:
1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Exhibit 13.2
Date: June 10, 2019
By:
Name:
Title:
/s/ Pawan Agarwal
Pawan Agarwal
Chief Financial Officer
Exhibit 15.1
We consent to the incorporation by reference in the following Registration Statements:
Consent of Independent Registered Public Accounting Firm
1.
2.
3.
4.
Registration Statement (Form S-8 No. 333-217352) pertaining to the Equity Incentive Plan and Employee Stock Option Plan 2015 of Azure Power
Global Limited,
Registration Statement (Form F-3 No. 333-222171) of Azure Power Global Limited,
Registration Statement (Form S-8 No. 333- 222331) pertaining to the 2016 Equity Incentive Plan of Azure Power Global Limited, and
Registration Statement (Form F-3 No. 333-227164) of Azure Power Global Limited,
of our report dated June 10, 2019, with respect to the consolidated financial statements of Azure Power Global Limited included in this Annual Report (Form 20-F)
of Azure Power Global Limited for the year ended March 31, 2019.
/s/ Ernst & Young Associates LLP
Gurugram, India
June 10, 2019