Exhibit 99.1
March 1, 2016
VIA EDGAR
Securities and Exchange Commission
Division of Corporation Finance
100 F. Street, N.E.
Washington, D.C. 20549
| Attn: | Andrew Blume |
| Michael Kennedy |
| Mara L. Ransom |
| Sondra Snyder |
| Re: | Azure Power Global Limited |
| Registration Statement on Form F-1 |
| Application for Waiver of Requirements of Form 20-F, Item 8.A.4 |
Ladies and Gentlemen:
The undersigned, Azure Power Global Limited, a company incorporated in Mauritius (the “Company”), is submitting this letter to the Securities and Exchange Commission (the “Commission”) in connection with the Company’s filing on the date hereof of Amendment no. 1 to its Registration Statement on Form F-1 (the “Registration Statement”) relating to a proposed initial public offering of the Company’s equity shares.
The Registration Statement at effectiveness will contain audited U.S. GAAP financial statements for the two years ended March 31, 2015, and unaudited U.S. GAAP financial statements for the nine months ended December 31, 2015 and 2014. Item 8.A.4 of Form 20-F, which is applicable to the Registration Statement pursuant to Item 4(a) of Form F-1, states that because this is the Company’s initial public offering (“IPO”), it must have audited financial statements of a date not older than 12 months from the date of the offering unless a waiver is obtained. See also Division of Corporation Finance, Financial Reporting Manual, Section 6220.3.
Instruction 2 to Item 8.A.4 of Form 20-F provides that the Commission will waive the 12-month age of financial statements requirement “in cases where the company is able to represent adequately to us that it is not required to comply with this requirement in any other jurisdiction outside the United States and that complying with this requirement is impracticable or involves undue hardship.” See also the Staff’s 2004 release entitled International Reporting and
Securities and Exchange Commission
Division of Corporation Finance
March 1, 2016
Page 2
Disclosure Issues in the Division of Corporation Finance (available on the Commission’s website at http://www.sec.gov/divisions/corpfin/internatl/cfirdissues1104.htm) at Section III.B.c, in which the Staff notes:
“the instruction indicates that the staff will waive the 12-month requirement where it is not applicable in the registrant’s other filing jurisdictions and is impracticable or involves undue hardship.As a result, we expect that the vast majority of IPOs will be subject only to the 15-month rule. The only times that we anticipate audited financial statements will be filed under the 12-month rule are when the registrant must comply with the rule in another jurisdiction, or when those audited financial statements are otherwise readily available.” (emphasis added)
The Company respectfully requests that the Staff of the Commission waive the requirement of Item 8.A.4 of Form 20-F. In connection with this request, the Company represents to the Commission that:
| 1. | The Company is not currently a public reporting company in any other jurisdiction. |
| 2. | The Company is not required by any jurisdiction outside the United States to prepare, and has not prepared, consolidated financial statements audited under any generally accepted auditing standards for any interim period. |
| 3. | Compliance with Item 8.A.4 is impracticable and involves undue hardship for the Company. |
| 4. | The Company does not anticipate that its audited financial statements for the year ended March 31, 2016, will be available until May 2016 at the earliest. |
| 5. | In no event will the Company seek effectiveness of the Registration Statement if its audited financial statements are older than 15 months at the time of the offering. |
The Company is filing this letter as an exhibit to the Registration Statement on Form F-1 pursuant to Instruction 2 to Item 8.A.4 of Form 20-F.
Very truly yours,
| Azure Power Global Limited |
| /s/ Surendra Kumar Gupta |
| Name: Surendra Kumar Gupta |
| Title: Chief Financial Officer |
