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You can view full text of the latest Director's Report for the company.

BSE: 533096ISIN: INE814H01011INDUSTRY: Power - Generation/Distribution

BSE   ` 48.20   Open: 48.65   Today's Range 47.90
50.10
-0.40 ( -0.83 %) Prev Close: 48.60 52 Week Range 15.20
58.20
Year End :2018-03 

Dear Shareholders,

The Directors present herewith the 22nd Annual Report along with the audited financial Statements of your Company for the financial year ended 31st March, 2018.

1. Financial Performance

The Financial highlight is depicted below:

Rs.in Crores

Particulars

Consolidated Results

Standalone Results

2017-18

2016-17

2017-18

2016-17

Revenue from Operations

20,611.04

22,615.51

8,249.26

10,868.11

Other Income

482.39

418.96

334.79

735.22

Total Income

21,093.43

23,034.47

8,584.05

11,603.33

Operating and Administrative expenses

14,919.81

16,643.86

7,245.93

9,610.68

Operating Profit before Interest, Depreciation and Tax

6,173.62

6,390.61

1,338.12

1,992.65

Depreciation and Amortisation Expense

2,698.72

2,672.36

860.67

1,120.72

Profit before finance costs and exceptional items

3,474.90

3,718.25

477.45

871.93

Finance Costs

5,570.23

5,901.73

2,008.07

3,101.56

Exceptional Items

-

4,076.69

(1,506.85)

3,907.94

(Loss) before tax

(2,095.33)

(6,260.17)

(23.77)

(6,137.57)

Tax Expense

(5.15)

(86.07)

-

(83.23)

(Loss) for the year before share of (loss) from associate

(2,090.18)

(6,174.10)

(23.77)

(6,054.34)

Net share of (loss) from associate

(29.18)

-

-

-

(Loss) for the Year

(2,119.36)

(6,174.10)

(23.77)

(6,054.34)

Other Comprehensive Income

4.34

3.97

3.74

1.63

Total Comprehensive (Loss) for the year

(2,115.02)

(6,170.13)

(20.03)

(6,052.71)

Surplus brought forward from previous year

-

-

-

-

Balance available for appropriation

(2,115.02)

(6,170.13)

(20.03)

(6,052.71)

Balance carried to Balance Sheet

(2,115.02)

(6,170.13)

(20.03)

(6,052.71)

2. Performance Highlights:

Consolidated:

The key aspects of your Company’s consolidated performance during the financial year 2017-18 are as follows:

a) Revenue

The consolidated total revenue of your Company for FY 2017-18 stood at RS.21,093.43 crores as against RS.23,034.47 crores for FY 2016-17, showing a decrease of 8.43%. The revenue is lower in FY 2017-18, mainly due to reduction in quantum of power sold.

Your Company has sold 48.01 billion units of electricity during FY 2017-18 as against 60.19 billion units in FY 2016-17 from all the plants, with decrease in Plant Load Factor (PLF) from 70% in the previous year to 55% in the year 2017-18.

b) Operating and Administrative Expenses

The consolidated Operating and Administrative Expenses of RS.14,919.81 crores during FY 2017-18 have decreased by 10.36% from RS.16,643.86 crores in FY 2016-17. They mainly consist of expenses in nature of fuel cost, employee benefits expense, transmission expense, repairs and maintenance etc.

The percentage of Operating and Administrative Expenses to total revenue has decreased to 70.73% in FY 2017-18 from 72.26% in FY 2016-17.

c) Depreciation and Amortization Expenses

The consolidated Depreciation and Amortization Expenses of RS.2,698.72 crores during FY 2017-18 have increased by 0.99% from RS.2,672.36 crores in FY 2016-17.

d) Finance Costs

The consolidated Finance Costs of RS.5,570.23 crores during FY 2017-18 have decreased by 5.62% from RS.5,901.73 crores in FY 2016-17. The reduction was largely on account of mark to market gains on currency derivatives.

e) Exceptional Item

The consolidated exceptional item for the previous year includes reversal of Compensatory Tariff (CT) of RS.3,619.49 crores and other receivables of RS.457.20 crores

f) Total Comprehensive Loss for the year

Consolidated total Comprehensive Loss for the year was RS.2,115.02 crores as compared to total Comprehensive Loss of RS.6,170.13 crores in FY 2016-17.

Stand alone:

During the year, the Hon’ble National Company Law Tribunal, Bench at Ahmedabad [“NCLT”] has sanctioned the Scheme of Arrangement between Adani Power Limited [the “Transferor Company”] and its subsidiary company, Adani Power (Mundra) Limited [the “Transferee Company”] and their respective shareholders and creditors [the “Scheme”] pursuant to the provisions of Sections 230232 and other applicable provisions of the Companies Act, 2013 read with rules made thereunder. A certified copy of the Order sanctioning the Scheme was issued to the Company by the NCLT on 10th November, 2017. The said Scheme has been made effective on 22nd December, 2017 with appointed date of 31st March, 2017, on receipt of all the requisite approvals. As per the NCLT Order, sanctioning the Scheme, all the assets and liabilities pertaining to “Mundra Power Generation Undertaking” (i.e. 4620 MW thermal power undertaking) situated at Mundra, Gujarat [hereinafter referred as “De-merged Undertaking”], stand transferred and vested to the Transferee Company, as a going concern on a slump exchange basis. Also, pursuant to the Scheme, the Company transferred the balances of assets, liabilities and components of reserves and surplus (including accumulated losses) pertaining to Demerged Undertaking. Hence, the previous year figures of standalone financial results are not comparable with the current year.

3. Dividend:

In view of the loss incurred during the financial year 2017-’18, your Directors do not recommend any Dividend on Equity Shares for the year under review.

4. Material Changes and Commitments:

The material change which has occurred between the end of financial year of the company and the date of this report is as under:

Maharashtra Electricity Regulatory Commission (MERC) in its order dated 19th April, 2018 has allowed Adani Power Maharashtra Limited (APML), compensation for Change in Law events under clause 13 of the PPA in lieu of the Lohara Coal Block. Based on this order, APML has recognized the claim in the books as per methodology given in the order, as against relief accounted for as Change in Law based on earlier order of MERC dated 5th May, 2014.

5. Key Developments:

1. Pursuant to the Order of the Hon’ble Supreme Court dated 11th April, 2017, in the matter pertaining to Compensatory Tariff in Adani Power (Mundra) Limited [“APMuL’], the Central Electricity Regulatory Commission (“CERC”) was directed to determine the relief for various Change In Law events under clause 13 of Power Purchase Agreement (PPA). Subsequent to above, based on the petition filed by APMuL, in case of PPA with Haryana Discoms, the CERC, vide its interim order dated 28th September, 2017, directed that pending the issue of final order for compensation, Haryana Discoms shall pay 75% of the relief claimed by APMuL, subject to adjustment based on final order.

2. The Hon’ble National Company Law Tribunal, Bench at Ahmedabad [“NCLT”] has sanctioned the Scheme of Arrangement between Adani Power Limited [the “Transferor Company”] and its subsidiary company, Adani Power (Mundra) Limited [the “Transferee Company”] and their respective shareholders and creditors [the “Scheme”] pursuant to the provisions of Sections 230-232 and other applicable provisions of the Companies Act, 2013 read with rules made thereunder. A certified copy of the Order sanctioning the Scheme was issued to the Company by the NCLT on 10th November, 2017. The said Scheme has been made effective from 22nd December, 2017 with appointed date of 31st March, 2017, on receipt of all the requisite approvals. As per the NCLT Order sanctioning the Scheme, all the assets and liabilities pertaining to “Mundra Power Generation Undertaking” (i.e. 4620 MW thermal power undertaking) situated at Mundra, Gujarat, stand transferred and vested to the Transferee Company, as a going concern on a slump exchange basis.

3. Adani Power Rajasthan Limited [“APRL”] and Adani Power Maharashtra Limited [“APML’] have been allowed additional coal linkage by Coal India Limited under Scheme for Harvesting and Allocating Koyla (Coal) Transparently in India [“SHAKTI”].

4. The Company’s wholly owned subsidiary Adani Power (Jharkhand) Limited (APJL) has signed a long term Power Purchase Agreement (PPA) on 5th November 2017 with the Bangladesh Power Development Board for a net capacity of 1496 MW for supply of power for 25 years. APJL has also signed an Implementation Agreement with the Government of Bangladesh and Power Grid Company of Bangladesh. Power supply under the PPA will be made from a new 1600 MW (2 x 800 MW) Ultra-supercritical, coal based power plant to be set up by APJL at Godda, Jharkhand. The first 800 MW unit of the plant is proposed to achieve commercial operations within 50 months of the PPA signing date, and the second 800 MW unit within four months thereafter. All relevant clearances and permissions for setting up the project have been obtained, and land acquisition is currently in progress.

6. Fixed Deposits:

During the year under review, your Company has not accepted any fixed deposits within the meaning of Section 73 of the Companies Act, 2013, read with rules made there under.

7. Subsidiary Companies and its Financial Performance:

Your Company has total 6 direct and indirect subsidiaries as on 31st March, 2018.There has been no material change in the nature of the business of the subsidiaries.

The Financial performance of the key subsidiaries is as under:

- Adani Power (Mundra) Limited [APMuL]: APMuLs Mundra Power Plant has a total installed capacity of 4,620 MW. PLF for the year was 64%. The Mundra Power Plant contributed RS.9,747.87 crores towards the total consolidated revenue and RS.1,684.90 crores towards the consolidated EBIDTA. APMuL had RS.1,694.07 crore Comprehensive Loss during the year.

- Adani Power Maharashtra Limited [APML]: APMLs Tiroda Power Plant has a total installed capacity of 3,300 MW. PLF for the year was 62%. The Tiroda Power Plant contributed RS.7,007.91 crores towards the total consolidated revenue and RS.2,725.01 crores towards the consolidated EBIDTA. APML had RS.60.04 crore Comprehensive Profit during the year.

- Adani Power Rajasthan Limited [APRL]: APRLs Kawai Power Plant has a total installed capacity of 1,320 MW. PLF for the year was 54%. The Kawai Power Plant contributed RS.2,654.54 cr. towards the total consolidated revenue and RS.737.39 cr. towards the consolidated EBIDTA. APRL had RS.467.29 cr. comprehensive loss during the year.

- Udupi Power Corporation Limited [UPCL]: UPCLs Udupi Power Plant has a total installed capacity of 1,200 MW. PLF for the year was 56%.The Udupi Power Plant contributed RS.2,942.30 cr. towards the total consolidated revenue and RS.904.07 cr. towards the consolidated EBIDTA. UPCL had RS.25.09 cr. comprehensive profit during the year.

8. Consolidated Financial Statements

Pursuant to the provisions of Section 129, 134 and 136 of the Companies Act, 2013, read with rules framed thereunder and pursuant to Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has prepared consolidated financial statements of the Company and its subsidiaries and a separate statement containing the salient features of financial statements of subsidiaries, joint ventures and associates in Form AOC-1 are forming part of the Annual Report. The Financial Statements as stated above are also available on the website of the Company and can be accessed at http://www.adanipower.com/investors/financials.

The annual financial statements and related detailed information of the subsidiary companies shall be made available to the shareholders of the holding and subsidiary companies seeking such information on all working days during business hours. The financial statements of the subsidiary companies shall also be kept open for inspection by any shareholder/s during working hours at the Company’s registered office and that of the respective subsidiary companies concerned. The separate audited financial statements in respect of each of the subsidiary companies are also available on the website of the Company. In accordance with Section 136 of the Companies Act, 2013, the audited financial statements, including consolidated financial statements and related information of the Company and audited financial statements of each of its subsidiaries, are available on our website, www.adanipower. com. Details of developments of subsidiaries of the Company are covered in the Management Discussion and Analysis Report, which forms part of this Report.

9. Directors and Key Managerial Personnel:

During the year under review:

Mr. C. P. Jain, Independent Director of the Company, had resigned from the Board of Directors with effect from 3rd February, 2018. The Board places on record the deep appreciation for valuable services and guidance provided by him during the tenure of his Directorship.

Mr. Mukesh Shah had been appointed as an Additional Director (Non-Executive Independent Director) of the Company, with effect from 31st March, 2018.

Mr. Vinod Bhandawat had resigned as Chief Financial Officer of the Company with effect from close of business hours of 31st January, 2018.

The Board appointed Mr. Rajat Kumar Singh as Chief Financial Officer and Key Managerial Personnel of the Company with effect from 1st February, 2018.

Mr. Rajesh S. Adani (DIN: 00006322) had been reappointed as Managing Director of the Company for a period of three years with effect from 1st April, 2018, subject to approval of shareholders of the Company as proposed in the Notice of the Annual General Meeting to be held on 6th August, 2018.

Mr. Vneet S Jaain (DIN: 00053906) had been reappointed as Whole-time Director of the Company for a period of three years with effect from 14th May, 2018, subject to approval of shareholders of the Company as proposed in the Notice of the Annual General Meeting to be held on 6th August, 2018.

Director retiring by rotation

Pursuant to the requirements of the Companies Act, 2013 and Articles of Association of the Company, Mr. Rajesh S. Adani (DIN: 00006322) retires by rotation at the ensuing Annual General Meeting and being eligible for re-appointment, has shown his willingness for reappointment. The Board recommends the appointment of Mr. Rajesh S. Adani as Director of the Company retiring by rotation.

Independent Directors and their Meeting

Your Company has received annual declarations from all the Independent Directors of the Company confirming that they meet with the criteria of Independence provided in Section 149(6) of the Companies Act, 2013 and Regulations 16(1) (b) & 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and there has been no change in the circumstances that may affect their status as Independent Director during the year.

The Independent Directors met on 22nd March 2018, without the attendance of Non-Independent Directors and members of the Management. The Independent Directors reviewed the performance of Non-Independent Directors and the Board as a whole; the performance of the Chairman of the Company, taking into account the views of Executive Directors and Non-Executive Directors and assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

10. Directors’ Responsibility Statement:

Pursuant to clause (c) of sub-section (3) and subsection (5) of Section 134 of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, state the followings:

a. that in the preparation of the annual financial statement, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b. that such accounting policies have been selected and applied consistently and judgement and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2018 and of the loss of the Company for the year ended on that date;

c. that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. that the annual financial statement have been prepared on a going concern basis;

e. that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively;

f. that proper systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

11. Board Evaluation:

The Company’s policy on directors’ appointment and remuneration and other matters provided in Section 178(3) of the Act is available on the website of the Company at http://www.adanipower.com/investor/ investordownload

The Board carried out an annual performance evaluation of its own performance and that of its committees and individual directors as per the formal mechanism for such evaluation adopted by the Board. The performance evaluation of all the Directors was carried out by the Nomination and Remuneration Committee. The performance evaluation of the Chairman, the NonIndependent Directors and the Board as a whole was carried out by the Independent Directors. The exercise of performance evaluation was carried out through a structured evaluation process covering various aspects of the Board functioning such as composition of the Board & committees, experience & competencies, performance of specific duties & obligations, contribution at the meetings and otherwise, independent judgment, governance issues etc.

12. Policy on Directors’ Appointment and Remuneration:

The Company’s policy on directors’ appointment and remuneration and other matters provided in Section 178(3) of the Act is available on the website of the Company at http://www.adanipower.com/investor/ investordownload

13. Internal Financial Control (IFC) System and their Adequacy:

The details in respect of internal financial control and their adequacy are included in Management Discussion and Analysis Report, which forms part of this report.

14. Risk Management:

Company’s Risk Management Framework is designed to help the organization to meet its objective through alignment of the operating controls to the mission and vision of the Group. The Board of the Company has formed a risk management committee to frame, implement and monitor the risk management plan for the Company. The committee is responsible for reviewing the risk management plan and ensuring its effectiveness. The audit committee has additional oversight in the area of financial risks and controls.

The Risk Management Framework to ensure a holistic, mutually exclusive and collectively exhaustive allocation of risks by identifying risks relating to key areas such as operational, regulatory, business and commercial, financial, people, etc. Using this framework we aim to achieve key business objectives, both in the long term and short term, while maintaining a competitive advantage.

A standard 3-step approach has been defined for risk management -

1) Risk Identification

2) Risk Assessment & Prioritization and

3) Risk Mitigation

Following review mechanism is in place for periodic review of the compliance to the risk policy and tracking of mitigation plans.

- Review Compliance to Risk Policy, Resolve bottlenecks to mitigate risk. Advise the Board of Directors on risk tolerance and appetite.

- Prioritise risk from stations / departments, track mitigation plan and escalate to Steering Committee. Prepare Steering Committee document and co-ordinate meeting.

- Review and update risk list. Track mitigation plan and share status update with Chief Risk Officer (CRO) every month. Share Risk Review document with CRO.

Once risks have been prioritized, comprehensive mitigation strategies are defined for each of the prioritized risks. These strategies take into account potential causes of the risk and outline leading risk mitigation practices. In order to ensure the efficacy of this approach, a robust governance structure has also been set in place. Clear roles and responsibilities have been defined at each level right from the Site Champion to the APL management & leadership.

All associated frameworks (risk categorization & identification); guidelines & practices (risk assessment, prioritization and mitigation) and governance structure have been detailed out in the “Risk Management Charter” and approved by the Board of Directors.

15. Business Responsibility Report:

The Business Responsibility Report for the year ended 31st March, 2018 as stipulated under Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed which forms part of this Report.

16. Related Party Transactions:

In line with the requirements of the Companies Act, 2013 and Listing Regulations, your Company has formulated a Policy on Related Party Transactions which is also available on http://www.adanipower. com/investors/investor-download. All the related party transactions entered into during the financial year were on an arm’s length basis and were in the ordinary course of business. Your Company had not entered into any transactions with related parties which could be considered material in terms of Section 188 of the Companies Act, 2013.

During the year, your Company has entered into a transaction with Adani Power Maharashtra Limited, wholly owned subsidiary, details of the said transaction are provided in Form AOC-2, as annexed to this report as Annexure - B.

17. Auditors & Auditors’ Report:

Statutory Auditors:

M/s. S R B C & Co. LLP (324982E/E300003), Chartered Accountants, the Statutory Auditors of the Company have been appointed as Statutory Auditors of the Company by the Members of the Company till the Conclusion of 26th Annual General Meeting of the Company to be held in the calendar year 2022. The appointment of the said statutory auditor is required to be ratified by the Members of the Company at the ensuing Annual General Meeting. Your Company has received letter from M/s. S R B C & Co. LLP, Chartered Accountants, to the effect that their appointment, if made would be within the prescribed limits under Section 141 of the Companies Act, 2013 read with rules made thereunder and that they are not disqualified for such appointment. The Board recommends the ratification of Statutory Auditors by the members.

Explanation to Auditors’ Comment:

The Auditors’ Qualification has been appropriately dealt with in Note No. 40 of the Notes to the standalone audited financial statements and in Note No. 31 of the Notes to the consolidated audited financial statements. The Auditors’ Report is enclosed with the financial statements in this Annual Report.

Cost Auditors:

Your Company has appointed M/s Kiran J. Mehta & Co., Cost Accountants (Firm Reg. No. 100497) to conduct audit of cost records of the Company for the year ended 31st March, 2019. The Cost Audit Report for the year 2016-17 was filed before the due date with the Ministry of Corporate Affairs.

Secretarial Auditor:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the rules made thereunder, Mr. Chirag Shah, Practicing Company Secretary, had been appointed to undertake the Secretarial Audit of the Company. The Secretarial Audit Report for financial year 2017-18 is annexed, which forms part of this report, as Annexure - C. There were no qualifications, reservation or adverse remarks given by Secretarial Auditor of the Company in the Secretarial Audit Report of the Company,

18. Awards, Certifications and Accreditations:

In FY 2017-18, your Company has obtained:

- ISO 9001:2015- Certification for Quality Management System by TuV, Nord Germany

- ISO 14001:2015- Certification for Environment Management System by TuV, Nord Germany

- OHSAS 18001:2007- Certification for Occupational Health & Safety Assessment System by TuV, Nord Germany

- Power Awards 2017 - Recognition and appreciation of the contributions by UPCL for meeting almost 12% of total power requirement of Karnataka, by Government of Karnataka

- IPPAI Power Awards 2017 - The Most Innovative Young Power Professional by IPPAI (Independent Power Producers Association of India) at the 18th Regulators & Policymakers Retreat

- Finalist - Asia Sustainability Reporting Awards(ASRA) 2017 - Recognition for best sustainability reporting in Asia by CSR Works International with support of British Chamber of Commerce and High Commission of Canada at Singapore.

- Srishti Environment Award 2018 - Recognition for best Environment Management practices by Srishti Publications

19. Corporate Governance

Your Company has complied with the requirements of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 regarding Corporate Governance. A report on the Corporate Governance practices and the Auditors’ Certificate on compliance of mandatory requirements thereof are given as an annexure to this report.

20. Management Discussion and Analysis

A detailed report on the Management Discussion and Analysis is provided as a separate section in the Annual Report

21. Sustainability & Corporate Social Responsibility (S & CSR)

Our CSR Philosophy:

The CSR agenda is planned in consultation with the community through a systematic independent need assessment, as well as through a Participatory Rural Appraisal (PRA).

Inputs are then taken from an Advisory Committee, including senior members from the Adani Foundation and eminent personalities from the field.

The CSR agenda is subsequently deliberated upon and after careful consideration, then processed by our leadership in consultation with Adani Foundation.

Community Engagement and Development:

We approach community care with the same zeal and efficiency as we approach our business. We make strategic long-term investments which yield life-long positive change to the communities around us. We have a committed implementation team to carefully choose and craft initiatives in alignment with current and future needs of the nation.

We focus on a holistic socio-economic development of the local communities around our plant operations. We believe in positive relationships that are built with constructive engagement which enhances the economic, social and cultural well-being of individuals and regions connected to our activities. We continuously engage in dialogues, consultation, coordination and cooperation with community members to improve our sustainability performance and reduce business risks.

Implementation through Adani Foundation:

We initially started working with communities in and around Mundra, Gujarat, and slowly expanded our operations in the states of Gujarat, Maharashtra, Rajasthan, Himachal Pradesh, Madhya Pradesh, Karnataka, Chhattisgarh, Jharkhand and Odisha. We are aligning our philosophy with Sustainable Development Goals in order to ensure that the lives of the marginalized communities are substantially improved.

The comprehensive aim of the Foundation is to enhance the living conditions of the communities in which our operations are based. Our CSR always gives prime importance to inclusive growth and equitable development of the community.

We ensure that all our initiatives are successfully adopted by the community by ensuring their active involvement in the process of development. We carry out internal as well as external impact assessment of the community projects.

The Annual Report on CSR activities and initiatives on Sustainability Reporting are annexed, which forms part of this Report. The CSR policy is available on the website of the Company at http://www.adanipower. com/investor/investordownload

22. Secretarial Standards

The Company complies with all applicable secretarial standards.

23. Disclosures

A. Number of Board Meetings:

The Board of Directors met 6 (Six) times during the year under review. The details of Board meetings and the attendance of the Directors are provided in the Corporate Governance Report which forms part of this Report.

B. Committees of Board:

Details of various committees constituted by the Board of Directors, as per the provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the Companies Act, 2013, are given in the Corporate Governance Report and forms part of this report.

C. Extract of Annual Return:

The details forming part of the extract of the Annual Return in Form MGT 9, is annexed to this Report as Annexure - A.

D. Vigil Mechanism / Whistle Blower Policy

The Company has adopted a whistle blower policy and has established the necessary vigil mechanism for employees and Directors to report concerns about unethical behavior. No person has been denied access to the Chairman of the Audit Committee. The said policy is uploaded on the website of the Company at http://www.adanipower. com/investors/investor-download

E. Particulars of Loans, Guarantees or Investments:

The provisions of Section 186 of the Companies Act, 2013, with respect to loans, guarantees, investments or security are not applicable to the Company as the Company is engaged in providing infrastructural facilities and is exempted under Section 186 of the Companies Act, 2013. The details of investments made during the year under review are disclosed in the financial statements.

F. Significant and Material orders passed by the Regulators or Courts or Tribunals impacting the going concern status of the Company:

There are no significant and material orders passed by the Regulators or Courts or Tribunals which would impact the going concern status and the Company’s future operations.

G. Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo:

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of The Companies (Accounts) Rules, 2014, as amended from time to time, is annexed to this Report as Annexure - E.

H. Particulars of Employees

The information required under Section 197 of the Companies Act, 2013 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in separate annexure forming part of this Report as Annexure - D.

The statement containing particulars of employees as required under Section 197 of the Companies Act, 2013 read with rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, will be provided upon request. In terms of Section 136 of the Companies Act, 2013, the Report and Accounts are being sent to the Members and others entitled thereto, excluding the information on employees’ particulars which is available for inspection by the members at the Registered Office of the Company during business hours on working days of the Company, If any member is interested in obtaining a copy thereof, such Member may write to the Company Secretary in this regard.

I. Prevention of Sexual Harassment at Workplace:

As per the requirement of the provisions of the sexual harassment of women at workplace (Prevention, Prohibition & Redressal) Act, 2013 read with rules made thereunder, our Company has constituted Internal Complaints Committees at various locations as per requirement of the Act which are responsible for redressal of complaints relating to sexual harassment against women at workplace. During the year under review, there were no complaints pertaining to sexual harassment against women.

J. Other Disclosures and Reporting

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions pertaining to these items during the year under review:

1. Details relating to deposits covered under Chapter V of the Act

2. Issue of equity shares with differential rights as to dividend, voting or otherwise.

3. Issue of shares (including sweat equity shares) to employees of the Company under ESOP or any other scheme.

4. Neither the Managing Director nor the Wholetime Director of the Company has received any remuneration or commission from any of its subsidiaries.

24. Acknowledgement:

Your Directors place on record their appreciation for assistance and co-operation received from various Ministries and Department of Government of India and other State Governments, financial institutions, banks, shareholders of the Company etc. The management would also like to express great appreciation for the commitment and contribution of its employees for their committed services.

For and on behalf of the Board of Directors

Gautam S. Adani

Place: Ahmedabad Chairman

Date: 3rd May, 2018 (DIN: 00006273)