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Directors Report of Adani Power Ltd.

Mar 31, 2015

Dear Shareholders,

The Directors are pleased to present the 19th Annual Report along with the audited accounts of your Company for the financial year ended 31st March, 2015.

Financial Performance:

The financial highlight is depicted below: (Rs.in crores) Consolidated Results Particulars 2014-15 2013-14

Income from operations 18,823.73 15,463.90

Other Income 241.41 231.43

Total revenue 19,065.14 15,695.33

Operating & Administrative expenses 13,664.36 10,870.60

Operating Profit before Interest, Depreciation 5,400.78 4,824.73 and Tax

Depreciation / Amortization 1,818.19 1,937.47

Profit /(Loss) before finance costs and 3,582.59 2,887.26

exceptional items

Interest and Financial Charges 4,863.53 4,162.16

Exceptional Item 16.85 -

Profit /(Loss) before tax (1,297.79) (1,274.90)

Provision for Tax (including Deferred Tax) - (1,078.99)

Net Profit / (Loss) before Minority Interest (1,297.79) (195.91)

Add/ (Less) share of Minority Interest - -

Net Profit / (Loss) for the year after Minority (1,297.79) (195.91)

Interest

Surplus brought forward from previous year - -

Balance available for appropriation (1,29779) (195.91)

Profit / (Loss) after Tax (1,297.79) (195.91)

Profit/(Loss) after tax from discontinuing 482.16 (94.64)

operations

Profit / (Loss) from Total Operations (815.63) (290.55)

Balance carried to Balance Sheet 815.63 (290.55)



Particulars Standalone Results 2014-15 2013-14

Income from operations 10,624.61 10,852.58

Other Income 412.40 621.25

Total revenue 11,037.01 11,473.83

Operating & Administrative expenses 8,162.57 7,274.62

Operating Profit before Interest, 2,874.44 4,199.21 Depreciation and Tax

Depreciation / Amortization 881.37 1,187.83

Profit /(Loss) before finance costs and 1,993.07 3,011.38 exceptional items

Interest and Financial Charges 2,497.62 3,338.59

Exceptional Item (211.87) -

Profit /(Loss) before tax (292.68) (327.21)

Provision for Tax (including Deferred Tax) - (1,060.63)

Net Profit / (Loss) before Minority Interest (292.68 733.42

Add/ (Less) share of Minority Interest (292.68) 733.42

Net Profit / (Loss) for the year after Minority Interest (292.68) 733.42

Surplus brought forward from previous year - -

Balance available for appropriation (292.68 733.42 Profit / (Loss) after Tax (292.68 733.42

Profit/(Loss) after tax from discontinuing 224.05 138.16 operations

Profit / (Loss) from Total Operations (68.63) 595.26

Balance carried to Balance Sheet (68.63) 595.26

Performance Highlights:

Consolidated:

The consolidated total revenue of your Company for FY 2014-15 stood at Rs. 19,791.44 crores as against Rs. 16,005.38 crores for FY 2013-14 (including revenue from discontinuing operations of Rs. 726.30 crores for FY 2014-15 and Rs. 310.05 crores for FY 2013-14) showing an increase of 24%.

The EBIDTA (before exceptional items but including discontinuing operations) increased by 17% from Rs. 5,210.86 crores in FY 2013-14 to Rs. 6,082.98 crores in FY 2014-15. Increase in EBIDTA is on account of increase in revenue.

Consolidated Net Loss for the year increased from Rs. 290.55 crores in FY 2013-14 to Rs. 815.63 crores in FY 2014-15.

During the year, the Company (alongwith subsidiaries) emerged as largest private power producer with installed capacity of 9240 MW. The Company also set a record in power generation by achieving full load of 4620 MW at Mundra power plant.

Consolidated Financial Statements:

The audited consolidated financial statements of your Company as on 31st March, 2015, have been prepared in accordance with the relevant Accounting Standards issued by the Institute of Chartered Accountants of India and Clause 41 of the Listing Agreement and provisions of the Companies Act, 2013 and form part of this Annual Report.

The detailed operational performance of the Company has been comprehensively discussed in the Management Discussion and Analysis Report which forms part of this Report.

Standalone:

The total revenue of your Company for FY 2014-15 stood at Rs. 11,037.01 crores as against Rs. 11,769.44 crores for FY 2013-14 (including revenue from discontinuing operations of Nil for FY 14-15 and Rs. 295.61 crores for FY 2013-14) showing a decrease of 6%.

The EBIDTA (before exceptional items but including discontinuing operations) decreased by 35% from Rs. 4,444.46 crores in FY 2013-14 to Rs. 2,874.44 crores in FY 2014-15.

Net Profit/(loss) for the FY 2014-15 stood at Rs. (68.63) crores from Rs. 595.26 crores in FY 2013-14.

Dividend:

In view of accumulated losses, your Directors have not recommended any dividend on Equity Shares for the year under review.

Material Changes and Commitments:

No material changes and commitments have occured between the end of financial year of the company and the date of this report affecting the financial position of the company as at 31st March, 2015.

A) Key developments during the financial year:

Demerger of transmission business:

The Scheme of Demerger of transmission line business of Adani Power Limited (APL or the Company) and Adani Power Maharashtra Limited (APML) into another Wholly Owned Subsidiary of the Company viz. Adani Transmission (India) Limited (ATIL) was approved by the Hon'ble High Court of Gujarat vide its order dated 26th September, 2014 which has come into effect on 12th January, 2015 upon receipt of requisite approvals of regulatory authorities. As per the said scheme of demerger, your Company had received 10,00,00,000 Equity Shares of Rs. 10/- each of ATIL.

Subsequent to the approval of the Board of Directors and Shareholders through postal ballot process, your Company has divested its 90.91% equity investment held in Adani Transmission (India) Limited (subsidiary of the Company) to Adani Transmission Limited (wholly owned subsidiary of Adani Enterprises Limited) at an aggregating value of ' 311.92 crores determined on the basis of independent valuation report. Adani Transmission (India) Limited ceased to be a subsidiary of the Company w.e.f. 4th March, 2015.

B) Key developments between the end of the financial year and the date of this report:

i. Demerger of Power Undertaking of Adani Enterprises Ltd. with the Company:

During the year under review, the Board of Directors at its meeting held on 30th January, 2015 had approved the Composite Scheme of Arrangement between Adani Enterprises Limited (AEL) and Adani Ports and Special Economic Zone Limited (APSEZ) and Adani Power Limited (the Company) and Adani Transmission Limited (ATL) and Adani Mining Private Limited (AMPL) and their respective shareholders and creditors for demerger of the diversified businesses of its parent company, AEL including demerger of the Power Undertaking of AEL and the shareholding of AEL into the Company. The rational for demerger of Power Undertaking from AEL to the Company are as under:

a. To enable independent focus of management in varied businesses.

b. To facilitate vertical integration for the Company by housing similar business under single identified entities thereby facilitating the management to efficiently exploiting any opportunities for each of the businesses.

c. To provide the companies with opportunities for independent collaboration and expansion without committing the existing organization in its entirety.

d. To create enhanced value for shareholders by allowing more concentrated strategy in operations.

e. To facilitate varied class of investors to separately hold investments in each of such identified businesses with different characteristics thereby enabling them to opt for investment which would best suit their investment strategies and risk profiles.

The shareholders of the Company have approved the above Composite Scheme of Arrangement by Postal Ballot and Court Convened Meeting, the result of which was announced on 20th April, 2015.

The said Composite Scheme of Arrangement was approved by the Hon'ble High court of Gujarat vide its order dated 7th May, 2015.

ii. Acquisition of Udupi Power Corporation Limited (UPCL)

Pursuant to receipt of all necessary consents and approvals, your Company has acquired 100% stake of Udupi Power Corporation Limited (UPCL) on 20th April, 2015 at an enterprise value of Rs. 6,300 Crores.

iii. Share Purchase Agreement - Korba West Power Company Limited (KWPCL)

Your Company has executed a share purchase agreement with the owners of Korba West Power Company Limited (KWPCL) for acquisition of 100% stake in KWPCL which owns a 600 MW Coal based thermal power plant in state of Chhattisgarh.

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.

Non-Convertible Debentures:

During the year under review, your Company has issued 1000 Rated, Unlisted, Redeemable, Non-Convertible Debentures of face value of Rs. 1,00,00,000 each aggregating to Rs. 1000 crores issued on a private placement basis.

Particulars of loans, guarantees or investments:

The provisions of Section 186 of the Companies Act, 2013, with respect to a loan, guarantee or security is 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 investment made during the year under review are disclosed in the financial statements.

Subsidiaries, Joint Ventures and Associate Companies:

Your Company has four (direct and indirect) subsidiaries as on 31st March, 2015.

1) Adani Power Maharashtra Limited (APML)

2) Adani Power Rajasthan Limited (APRL)

3) Adani Power Resources Limited (erstwhile Adani Transmission (Maharashtra) Limited) [Company holds 50%, APML holds 30% & APRL holds 20%]

4) Adani Power (Karnataka) Limited

During the year under review, the following changes have taken place in Subsidiary / Joint Venture Companies:

A. The Company has acquired Udupi Power Corporation Limited (UPCL), a 1200 MW power plant based on imported coal from Hyderabad based - Lanco Infratech Limited on 20th April, 2015. With this acquisition, Adani Power's installed capacity has increased to 10,440 MW.

B. Adani Power (Karnataka) Limited (APKL) was incorporated as Wholly Owned Subsidiary of the Company.

C. In order to consolidate transmission lines business across the Group under one entity, the Board of Directors of the Company had approved the divestment of its investment held in Adani Transmission (India) Limited (ATIL) to Adani Transmission Limited (ATL), a Wholly Owned Subsidiary of Adani Enterprises Limited (AEL) based on the Independent Valuation Report. The said divestment was approved by the shareholders by way of postal ballot on 20th February, 2015. Accordingly, the entire Equity Shares of ATIL as held by the Company had been transferred to ATL and hence ATIL ceased to be subsidiary of the Company w.e.f. 4th March, 2015.

D. Adani Power Resources Limited has become a subsidiary of your Company as per the definition of "subsidiary" as given in Section 2(87) of the Companies Act, 2013 w.e.f. 21st January, 2015.

E. Pursuant to the provisions of Section 129, 134 and 136 of the Companies Act, 2013 read with rules framed thereunder and pursuant to clause 41 of the Listing Agreement, the Company had 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.

F. 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 statement in respect of each of the subsidiary companies is also available on the website of the Company. Details of developments of subsidiaries of the Company are covered in the Management Discussion and Analysis Report which forms part of this Annual Report.

Directors and Key Managerial Personnel:

Mr. B.B. Tandon (DIN: 00740511) retired w.e.f. 1st February, 2015.

Ms. Nandita Vohra (DIN: 06962408) was appointed as an Additional Director of the Company w.e.f. 30th March, 2015 to hold office up to the ensuing Annual General Meeting. Your Company has received notice from a member proposing her appointment as Director of the Company. The Board welcomes her and looks forward to her valued contribution to your Company.

In accordance with the provisions of Section 149 of the Companies Act, 2013, Ms. Nandita Vohra is appointed as Woman Independent Director to hold office as per her tenure of appointment mentioned in the Notice of the forthcoming Annual General Meeting of the Company.

The tenure of Mr. Vneet S Jaain, Executive Director of the Company will expire on 13th May, 2015. The Nomination and Remuneration Committee and the Board of Directors at their respective meetings held on 11th May, 2015 recommended and approved the re-appointment of Mr. Vneet S Jaain as an Executive Director of the Company for a further period of three years i.e. upto 13th May, 2018, subject to the approval of members. Terms and conditions for his re-appointment are contained in the Explanatory Statement forming part of the notice of the ensuing Annual General Meeting.

Pursuant to the provisions of Section 149 of the Act, which came into effect from 1st April, 2014, Mr. B.B. Tandon, Mr. Vijay Ranchan and Mr. C.P. Jain were appointed as Independent Directors at the Annual General Meeting of the Company held on 9th August, 2014. The terms and conditions of appointment of Independent Directors are as per Schedule IV of the Act. Your Company has received 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 Act and Clause 49 of the Listing Agreement and there has been no change in the circumstances which may affect their status as Independent Director during the year.

Pursuant to the requirements of the Companies Act, 2013 and Articles of Association of the Company, Mr. Rajesh S. Adani (DIN: 00006322) is liable to retire by rotation and being eligible offer himself for re-appointment.

Brief details of Directors proposed to be appointed/re-appointed as required under Clause 49 of the Listing Agreement are provided in the Notice of Annual General Meeting forming part of this Annual Report.

The appointments of the Key Managerial Personnel have been made before the commencement of the financial year under review and the same have been formalised during the year as per the Companies Act, 2013.

Directors' Responsibility Statement:

Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, state the following:

a. that in the preparation of the annual financial statements, 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, 2015 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 statements 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.

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.

Independent Directors' Meeting:

The Independent Directors met on 26th March, 2015, 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.

Board Evaluation:

The Board adopted a formal mechanism for evaluating its performance as well as that of its Committees and individual Directors, including the Chairman of the Board. The exercise 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.

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 Companies Act, 2013 is available on the website of the Company.

Internal Financial control system and their adequacy:

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

Risk Management:

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.

Committees of Board:

Details of various committees constituted by the Board of Directors as per the provisions of Clause 49 of the Listing Agreement and Companies Act, 2013 are given in the Corporate Governance Report and forms part of this report.

Sustainability and Corporate Social Responsibility:

The Company has constituted Corporate Social Responsibility (CSR) Committee and has framed a CSR Policy. The said Committee has been renamed as Sustainability & Corporate Social Responsibility Committee (S&CSR). The brief details of S&CSR Committee are provided in the Corporate Governance Report. The Annual Report on CSR activities is annexed which forms part of this Report. The CSR policy is available on the website of the Company.

Corporate Governance and Management Discussion and Analysis Report:

A separate report on Corporate Governance compliance and a Management Discussion and Analysis Report as stipulated by Clause 49 of the Listing Agreement forms part of this Annual Report along with the required Certificate from a Practicing Company Secretary regarding compliance of the conditions of Corporate Governance as stipulated by Clause 49 of the Listing Agreement.

In compliance with Corporate Governance requirements as per Clause 49 of the Listing Agreement, your Company has formulated and implemented a Code of Business Conduct and Ethics for all Board members and senior management personnel of the Company, who have affirmed the compliance thereto.

Business Responsibility Report:

The Business Responsibly Report for the year ended 31st March, 2015 as stipulated under Clause 55 of Listing Agreement is annexed which forms part of this Report.

Prevention of Sexual Harassment at Workplace:

As per the requirement of The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 read with rules made thereunder, your Company has constituted Internal Complaints Committee which is responsible for redressal of complaints related to sexual harassment. During the year under review, there were no complaints pertaining to sexual harassment.

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.

Related Party Transactions:

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. Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Companies Act, 2013 in Form AOC 2 is not applicable.

During the year under review, your Company has entered into transactions with related parties which are material as per Clause 49 of the Listing Agreement and the details of said transactions are provided in the Notice of the Annual General Meeting.

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.

Insurance:

Your Company has taken appropriate insurance for all assets against foreseeable perils.

Auditors & Auditors' Report:

M/s. Deloitte Haskins & Sells, Chartered Accountants (Firm Registration No.: 117365W), the Statutory Auditors of the Company, will retire at the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. Your Company has received letter from M/s. Deloitte Haskins & Sells, 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.

Your Directors recommend the re-appointment of M/s. Deloitte Haskins & Sells, Chartered Accountants, as Statutory Auditors of the Company to hold office from the conclusion of this Annual General Meeting (AGM) till the conclusion of 21st AGM of the Company to be held in the calendar year 2017.

Audit Qualification:

The Auditors Qualification has been appropriately dealt in Note No. 36 of the Standalone Financial Statements and is self-explanatory.

Cost Auditors:

Your Company has appointed M/s K. V. Melwani & Associates, Cost Accountants (Firm Regi. No. 100497) to conduct audit of cost records of the Company for the year ended 31st March, 2016.

Secretarial Audit:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the rules made thereunder, the Company had appointed Mr. Chirag Shah, Practising Company Secretary to undertake the Secretarial Audit of the Company. The Secretarial Audit Report for FY 2014-15 is annexed, which forms part of this report as Annexure - B. There were no qualifications, reservation or adverse remarks in the Secretarial Audit Report of the Company.

Information Technology: An enabler for Growth:

Your Company continues to pioneer usage of innovative and modern IT solutions to drive the operations in an efficient and effective manner. Your Company deploys best in class applications and systems which streamline business processes, to improve performance and reduce costs. These systems provide seamless integration across modules and functions resulting into strong MIS platform and informed decision-making by the Management.

Awards & Recognitions:

During the year under review, your Company had won the following awards:

1. 5S Certification conferred by Quality Circle Forum of India for 5S implementation.

2. Top Plant - Coal Category conferred by Power Magazine.

3. Gold Medal - Best Lean Quality Circle Team conferred by Quality Circle Forum of India for the ground performance and application of the universally acclaimed and accepted principle of the quality Management.

4. Gold Medal - Best 5S Team conferred by Quality Circle Forum of India for ground performance and application of the universally acclaimed and accepted principle of the 5S Concept.

5. Bronze Medal - Best Quality Circle Team conferred by Quality Circle Forum of India for the ground

performance and application of the universally acclaimed and accepted principle of the quality

Management.

6. Excellent category awards for technical paper presentation conferred by Quality Circle Forum of India for Technical Paper Presentation on 5S.

7. Distinguish award - Best Quality Circle Case presentation conferred by Quality Circle Forum of India for the ground performance and application of the universally acclaimed and accepted principle of the quality Management for the ground performance and application of the universally acclaimed and accepted principle of the quality Management.

8. Par Excellent award - Best Lean Circle Team conferred by Quality Circle Forum of India for the ground

performance and application of the universally acclaimed and accepted principle of the quality

Management.

9. Par Excellent award - Best 5S Circle conferred by Quality Circle Forum of India for the ground performance and application of the universally acclaimed and accepted principle of the quality Management.

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 - C.

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.

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 - D.

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.

Your Directors wish to place on record their sincere appreciation for the dedicated efforts and consistent contribution made by the employees at all levels, to ensure that the Company continues to grow and excel. For and on behalf of the Board of Directors

Place : Ahmedabad Gautam S. Adani Date : 11th May, 2015 Chairman (DIN: 00006273)


Mar 31, 2014

Dear Shareholders,

The Directors are pleased to present the Eighteenth Annual Report alongwith the audited accounts of your Company for the Financial Year ended on 31st March, 2014.

Financial Highlights: ( Rs. in Crores)

Standalone Consolidated

Particulars FY 13-14 FY 12-13 FY 13-14 FY 12-13

Revenue from operations 10,714.43 6,332.98 15,768.08 6,779.36

Other income 590.13 535.11 186.32 190.65

Total revenue 11,304.56 6,868.09 15,954.40 6,970.01

Operating & Administrative expenses 8,608.16 6,526.29 13,313.94 7,109.43

Profit/(Loss) before finance costs and exceptional items 2,696.40 341.80 2,640.46 (139.42)

Finance Costs 3,023.61 1,645.41 4,010.00 1,702.86

Exceptional Item (income) - 51.59 - 24.06

Profit/(Loss) Before Tax (327.21) (1,252.02) (1,369.54) (1,818.22)

Tax (including Deferred Tax ) (1,060.63) 458.32 (1,078.99) 476.79

Profit/(Loss) After Tax 733.42 (1,710.34) (290.55) (2,295.01)

Profit/(Loss) after tax from discontinuing

operations* (138.16) (241.69) - -

Profit/(Loss) from Total Operations 595.26 (1,952.03) - -

* Refer Note 36 of financial statements for discontinuing operations.

Financial Performance:

Standalone:

The total revenue of your Company for FY 2013-14 stood at Rs. 11,600.17 Crores (including revenue from discontinuing operations of Rs. 295.61 Crores) as against Rs. 6,868.09 Crores for FY 2012-13 showing an increase of 69%.

The EBIDTA (before exceptional items and including discontinuing operation) increased by 210% from Rs. 1,332 Crores in FY 2012-13 to Rs. 4,129 Crores in FY 2013-14.

Net Profit for the FY 2013-14 stood at Rs. 595.26 Crores from Rs. (1,952.03) Crores in FY 2012-13.

Consolidated:

The consolidated total revenue of your Company for FY 2013-14 stood at Rs. 15,954.40 Crores as against Rs. 6,970.01 Crores for FY 2012-13 showing an increase of 129%.

The EBIDTA (before exceptional items) increased by 322% from Rs. 1,150.26 Crores in FY 2012-13 to Rs. 4,858.91 Crores in FY 2013-14.

Consolidated Net Loss for the year reduced from Rs. (2,295.01) Crores in FY 2012-13 to Rs. (290.55) Crores in FY 2013-14.

In February, 2014, Central Electricity Regulatory Commission (CERC) passed an order approving compensatory tariff till 31st March, 2013 and recommended a formulae for computation of compensatory tariff beyond 31st March, 2013. The said order states that the Compensatory Tariff till 31st March 2013 aggregating Rs. 829.75 Crores shall be paid to the Company in equal monthly installments over a period of not more than 36 months from the date of the order. The amount of Compensatory Tariff from 1st April, 2013 to 31st March, 2014 shall be paid to the Company in equal monthly instalments over a period of not less than 12 months from the date of the order and the Compensatory Tariff for subsequent periods commencing from 1st April, 2014 shall be paid on a monthly basis based on claims submitted by the Company. Your Directors welcome the order. This step will revive investment cycle in power sector, which had slowed down due to non-remunerative power price under the old PPAs.

During the year, the Company (alongwith subsidiaries) emerged as largest private power producer with installed capacity of 8580 MW. The Company also set a record in power generation by achieving full load of 4620 MW at Mundra power plant.

Consolidated Financial Statements:

The audited consolidated financial statements of your Company as on 31st March, 2014, which form part of the annual report, have been prepared pursuant to Clause 41 of the Listing Agreement entered with the Stock Exchanges, in accordance with provisions of the Companies Act,1956 and the Accounting Standards AS-21 on Consolidated Financial Statements.

Dividend:

In view of accumulated losses, your Directors have not recommended any dividend on equity shares for the year under review.

Fixed Deposits:

During the year under review, your Company has not accepted any deposits within the meaning of Section 58A of Companies Act, 1956 and the rules made thereunder.

Preferential Issue:

During the year under review, the Company made preferential issue of 47,86,50,000 equity shares to Promoter/Promoter group at a premium of Rs. 43.11/- per share. The entire issue proceeds were utilized for repayment of loan raised for Capital Expenditure of Projects of the Company by 30th June, 2013.

Consequent upon preferential issue of shares, the paid up capital of the Company was increased from Rs. 2393,27,21,100/- (239,32,72,110 equity shares of Rs. 10/- each) to Rs. 2871,92,21,100/- (287,19,22,110 equity shares of Rs. 10/- each).

Demerger of transmission business:

The Company and its wholly owned subsidiary i.e. Adani Power Maharashtra Limited have established following transmission lines:

1) /- 500 kv HVDC transmission line of about 990 kms from Mundra, Gujarat to Mohindergarh, Haryana with associated 400 kv lines;

2) 400kv D/C transmission line of about 434 kms from Mundra, Gujarat to Dehgam, Gujarat;

3) 400 kv D/C transmission line of about 218 kms from Tiroda, Maharashtra to Warora, Maharashtra.

For better regulatory compliance and efficient and focused management of transmission line business, the Board of Directors approved demerger of transmission line business into a wholly owned subsidiary company. Accordingly, the Board of Directors in its meeting held on 28th December, 2013 approved scheme of arrangement for demerger of transmission line business of the Company and of Adani Power Maharashtra Ltd.

Into its wholly owned subsidiary namely Adani Transmission (India) Limited (earlier Adani Transmission (Gujarat) Limited). The Company has received approval of Stock Exchanges to the said Scheme and process of further approval to the scheme are being carried out.

Subsidiary Companies:

Your Company has 4 subsidiaries (including step down subsidiary) at the end of the year which are as follows:

1) Adani Power Maharashtra Ltd.

2) Adani Power Rajasthan Ltd.

3) Adani Transmission (India) Ltd. (erstwhile Adani Transmission (Gujarat) Ltd.)

4) Adani Transmission (Maharashtra) Ltd. (subsidiary of Adani Power Maharashtra Ltd.)

Adani Power Maharashtra Ltd. (APML): APML is implementing 3300 MW (5x660MW) power project based on supercritical technology at Tiroda, Dist. Gondia, Maharashtra. During the year the Company commissioned 3 x 660 i.e. 1980 MW. With this the total operational capacity at APML is 2640 MW. APML has also commissioned 400 kv D/C transmission line of about 218 kms from Tiroda, Maharashtra to Warora, Maharashtra.

Adani Power Rajasthan Ltd. (APRL): APRL has implemented 1320 MW (2x660MW) power project based on supercritical technology at Kawai, Dist. Baran, Rajasthan. Entire capacity of power project has been commissioned during the year.

During the year, the Company has divested its entire holding in Adani Power Dahej Ltd., Adani Pench Power Ltd., and Kutchh Power Generation Ltd. and transferred it to Adani Enterprises Ltd. (Holding Company of the Company), hence ceased to be subsidiaries of the Company.

During the year, Adani Transmission (India) Ltd., Adani Transmission (Maharashtra) Ltd. (Subsidiary of Adani Power Maharashtra Ltd.) were set up as subsidiaries of the Company.

Pursuant to the General Exemption under Section 212(8) of the Companies Act, 1956 granted by Ministry of Corporate Affairs vide its circular no. 02/2011 dated 8th February, 2011 and in compliance with the conditions enlisted therein, the Audited Statement of Accounts and the Auditors'' Report thereon for the Financial Year ended 31st March, 2014 along with the Reports of the Board of Directors of the Company''s subsidiaries have not been annexed. However, as directed by the Ministry of Corporate Affairs, some key information has been disclosed in a brief abstract forming part of this Annual Report.

The annual accounts of the subsidiary companies and related detailed information shall be made available to the shareholders of the holding and subsidiary companies seeking such information on all working days during business hours, The annual accounts of the subsidiary companies shall also be kept for inspection by any shareholder during working hours at the Company''s registered office and that of the respective subsidiary companies concerned. Details of developments of subsidiaries of the Company are covered in Management Discussion and Analysis Report forming part of the Annual Report.

Directors:

The Board comprises of six directors. During the year there has been no change in composition of the Board.

The Company had, pursuant to the provisions of clause 49 of the Listing Agreement entered into with Stock Exchanges, appointed Mr. B. B. Tandon, Mr. Vijay Ranchan and Mr. C. P. Jain as Independent Directors of the Company. As per Section 149(4) of the Companies Act, 2013, which came into effect from 1st April, 2014, every listed public company is required to have at least one-third of the total number of directors as Independent Directors.

In accordance with the provisions of section 149 of the Companies Act, 2013, these Directors are being appointed as Independent Directors to hold office as per their tenure of appointment mentioned in the Notice of the forthcoming Annual General Meeting (AGM) of the Company.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Companies Act, 2013 and under Clause 49 of the Listing Agreement with the Stock Exchanges.

Pursuant to the requirements of the Companies Act, 2013 and Articles of Association of the Company, Mr. Gautam S. Adani is liable to retire by rotation and being eligible offers himself for re-appointment.

Further, in terms of section 152 of the Companies Act, 2013 your Board recommends for shareholders'' approval, the period of office of Mr. Rajesh S. Adani, Managing Director of the Company, to be liable to determination by rotation.

Brief details of Directors proposed to be appointed / re-appointed as required under Clause 49 of the Listing Agreement are provided in the Notice of Annual General Meeting forming part of this Annual Report.

Directors'' Responsibility Statement:

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Directors'' Responsibility Statement, the Directors confirm that:

1. In the preparation of annual accounts, the applicable accounting standards have been followed alongwith proper explanations relating to material departures, if any.

2. Reasonable and Prudent Accounting Policies have been adopted in preparation of the Financial Statements. The Accounting Policies have been consistently applied except for the changes mentioned in Notes forming part of financial statements.

3. Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

4. The annual accounts have been prepared on a going concern basis.

Formation of various committees:

Details of various committees constituted by the Board of Directors as per the provision of Clause 49 of the Listing Agreement and Companies Act, 2013 are given in the Corporate Governance Report and form part of this report.

Corporate Social Responsibility:

The details of Corporate Social Responsibility (CSR) carried out by the Company is appended in the Annexure to the Directors'' Report.

The particulars of the CSR committee constituted by the company pursuant to the provisions of Section 135 of the Companies Act, 2013 and the rules forming part of the same are included in the Corporate Governance Report annexed and forming part of this Annual Report.

Corporate Governance and Management Discussion and Analysis Report:

A separate report on Corporate Governance compliance and a Management Discussion and Analysis Report as stipulated by the Clause 49 of the Listing Agreement forms part of the Annual Report along with the required Certificate from a Practicing Company Secretary regarding compliance of the conditions of Corporate Governance as stipulated by Clause 49 of the Listing Agreement.

In compliance with Corporate Governance requirements as per Clause 49 of the Listing Agreement, your Company has formulated and implemented a Code of Business Conduct and Ethics for all Board members and senior management personnel of the Company, who have affirmed the compliance thereto.

Business Responsibility Report:

SEBI, vide its Circular CIR/CFD/DIL/8/2012 dated 13th August, 2012, mandated the top 100 listed entities, based on market capitalisation at BSE and NSE, to include Business Responsibility Report as part of the Annual Report describing the initiatives taken by the companies from Environmental, Social and Governance perspective.

Accordingly, the Business Responsibility Report is attached and forms part of the Annual Report.

Auditors and Auditors'' Report:

The Statutory Auditors of the Company, M/s. Deloitte Haskins & Sells., Chartered Accountants retire at the conclusion of the ensuing Annual General Meeting. The said Statutory Auditors have confirmed their eligibility and willingness to accept the office on re-appointment. The necessary resolution seeking your approval for re- appointment of Statutory Auditors has been incorporated in the Notice convening the Annual General Meeting.

The Board has duly reviewed the Statutory Auditors'' Report on the Accounts. The observations and comments, if any appearing in the Auditors'' Report are self-explanatory and do not call for any further explanation / clarification by the Board of Directors.

Cost Auditors:

The Company has appointed M/s Kiran J. Mehta & Co., Cost Accountants to conduct audit of cost records of the Company for the year ended 31st March, 2014. The Cost Audit Report for the year 2012-13 was filed before the due date with the Ministry of Corporate Affairs.

Awards & Recognitions:

During the year under review, your Company has been bestowed with prestigious awards as: (1) "Engineering Excellence Award 2013" under the category of ''Jury''s Choice Award-Future ready'' by Engineering Watch (2) "Golden Peacock Occupational Health & Safety Award 2013" for Occupational Helath & Safety by Institute of Directors (3)"Greentech Safety Award 2013 in Platinum Category in Power Sector" for excellence in fire, safety & security by Greentech Foundation and (4) "Safety Innovation Award 2013" for the best and innovative practices in safety by Institution of Engineers.

Particulars of Employees:

The information required under section 217(2A) of the Companies Act, 1956 and the Rules made thereunder, in respect of the employees of the Company, is provided in the Annexure forming part of this Directors Report. In terms of Section 219(1)(b)(iv) of the Companies Act, 1956, the Annual Report excluding the aforesaid information is being sent to all the members of the Company and others entitled thereto. Any member interested in obtaining a copy of such particulars may write to the Company Secretary at the Registered office of the Company. The said information is also available for inspection by any member at the Registered Office of the Company.

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

The particulars relating to energy conservation, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are appended herewith as Annexure to the Directors'' Report.

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, directors, executives, officers 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

Place : Ahmedabad Gautam S. Adani

Date : 15th May, 2014 Chairman


Mar 31, 2013

Dear Shareholders,

The Directors are pleased to present the Seventeenth Annual Report alongwith the audited accounts of your Company for the financial year ended 31st March, 2013.

Financial Highlights:

The financial highlights of the Company for the year ended 31st March, 2013 is summarized below:

(Rs. in Crores)

Particulars For the year ended For the year ended 31st March, 2013 31st March, 2012

Income from operations 6333 3951

Other Income 535 243

Total Income 6868 4194

Operating & Administrative Expenses 6674 3263

Operating Profit before Interest and Tax 194 931

Finance Costs 1739 935

Profit / (Loss) Before Exceptional Items And Tax (1545) (4)

Exceptional Item 51 -

Profit / (Loss) Before Tax (1494) (4)

Tax Expense (including deferred tax) 458 290

Profit / (Loss) After tax (1952) (294)

* Figures of previous year have been restated.

Operational Highlights:

Your Company together with its subsidiaries is currently developing various power projects with a combined installed capacity of 9,240 MW, out of which 5,940 MW is operational, 3,300 MW is under implementation. Your Company along with its subsidiaries has completed implementation of transmission line projects of about 1,600 km length.

Your Company intends to sell the power generated from these projects under a combination of long term Power Purchase Agreements and on merchant basis.

The detailed Operational Performance of the Company has been comprehensively discussed in the Management Discussion and Analysis Report which forms part of Directors'' Report.

Dividend:

In view of loss incurred during the year, your Directors have not recommended any dividend on equity shares for the year under review.

Scheme of Amalgamation:

During the year under review, Growmore Trade and Investment Private Limited, Mauritius was amalgamated into the Company in terms of the Scheme of Amalgamation sanctioned by the Hon''ble High Court of Gujarat vide order dated 18th September, 2012. The Scheme of Amalgamation has become effective from the appointed date i.e.1st April, 2011. In view of the said amalgamation, Adani Power Maharashtra Limited has become wholly owned subsidiary of the Company.

Increase in paid up capital :

Pursuant to approval of Scheme of Amalgamation, allotment of 21,32,36,910 shares of the Company was made to shareholder of Growmore Trade and Investment Private Limited, Mauritius and hence the paid up capital of the Company was increased from Rs. 2180,03,52,000/- (218,00,35,200 equity shares of Rs. 10/- each) to Rs. 2393,27,21,100/- (239,32,72,110 equity shares of Rs. 10/- each).

The Promoter Group holding as on date of this report is 70% of the paid up share capital. The Company has proposed to increase the same to 75% by preferential issue of shares to Promoter and/or Promoter Group by passing of special resolution through postal ballot process.

Subsidiary Companies :

Your Company has 5 subsidiaries at the end of the year which are as follows:

1) Adani Power Maharashtra Ltd.

2) Adani Power Rajasthan Ltd.

3) Adani Power Dahej Ltd.

4) Adani Pench Power Ltd.

5) Kutchh Power Generation Ltd.

During the year, Mundra Power SEZ Ltd., Adani Power Pte Ltd., Singapore and Adani Power (Overseas) Ltd., UAE have been closed and hence have ceased to be subsidiaries of the Company.

During the year, the Company has divested its entire holding in Adani Shipping Pte Ltd., Singapore. Accordingly, Adani Shipping Pte Ltd., Singapore and its subsidiaries namely Rahi Shipping Pte Ltd., Singapore, Vanshi Shipping Pte Ltd., Singapore, Aanya Maritime Inc., Panama and Aashna Maritime Inc., Panama have ceased to be subsidiaries of the Company.

In terms of general exemption granted by the Ministry of Corporate Affairs, vide General Circular No. 2/2011 dated 8th February, 2011, Annual Reports of each of the Subsidiary Companies have not been attached to the accounts of the Company for the year ended 31st March, 2013.

Accordingly, the annual report of the Company contains the consolidated audited financial statements prepared pursuant to clause 41 of the listing agreement and prepared in accordance with the accounting standards prescribed by the Institute of Chartered Accountants of India (ICAI).

Further the Company hereby undertakes that the Annual Reports of the subsidiary companies will be made available to the shareholders of holding Company on making request at any point of time. The annual accounts of subsidiary companies will also be kept open for inspection by any shareholder during working hours at the Company''s registered office and that of the respective subsidiary concerned.

Fixed Deposits :

During the year under review, your Company has not accepted any deposits from Public under Section 58A of Companies Act, 1956.

Directors :

- Appointment of an Additional Director:

Mr. C.P. Jain was appointed as an Additional Director w.e.f. 28th November, 2012. Pursuant to Section 260 of Companies Act, 1956 and Article 77 of Articles of Association of the Company, Mr. C.P. Jain holds office upto the date of ensuing Annual General Meeting. The Company has received a notice in writing from a member of the Company signifying his candidature for the office of the Board of Directors of the Company.

- Re-appointment of Managing Director:

Tenure of Mr. Rajesh S. Adani of five years as Managing Director expired on 31st March, 2013. The Board of Directors in their meeting held on 28th January, 2013 re-appointed Mr. Rajesh S. Adani as Managing Director of the Company for further period of five years w.e.f 1st April, 2013 subject to approval of members.

- Resignation of Director:

Mr. Berjis Desai has resigned as a Director of the Company w.e.f. 19th November, 2012.

- Retirement by rotation:

As per Section 256 of the Companies Act, 1956 and Articles of Association of the Company, Mr. Vijay Ranchan and Mr. B. B. Tandon are liable to retire by rotation and being eligible offer themselves for re-appointment.

The Board recommends appointment / re-appointment of aforesaid Directors.

A brief resume of directors being appointed / re-appointed with the nature of their expertise, their shareholding in the Company as stipulated under Clause 49 of the Listing Agreement is appended as an annexure to the notice of the ensuing Annual General Meeting.

Directors'' Responsibility Statement:

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Directors'' Responsibility Statement, the Directors confirm that:

1. In the preparation of annual accounts, the applicable accounting standards have been followed alongwith proper explanations relating to material departures, if any.

2. Reasonable and Prudent Accounting Policies have been adopted in preparation of the Financial Statements. The Accounting Policies have been consistently applied except for the changes mentioned in Notes forming part of financial statements.

3. Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

4. The annual accounts have been prepared on a going concern basis.

Additional information to Shareholders:

Your Company provides additional information related to the Company''s business, matters of interest to the investors like financial information, investor presentations, press releases, etc. on its website www.adanipower.com.

Insurance:

Assets of your Company are adequately insured against various perils.

Business Responsibility Report:

SEBI, vide its Circular CIR/CFD/DIL/8/2012 dated 13th August, 2012, mandated the top 100 listed entities, based on market capitalisation at BSE and NSE, to include Business Responsibility Report as part of the Annual Report describing the initiatives taken by the companies from Environmental, Social and Governance perspective. Accordingly, the Business Responsibility Report is attached and forms part of the Annual Report.

Auditors and Auditors'' Report:

Your Company''s Auditors M/s. Deloitte Haskins & Sells, Chartered Accountants, Ahmedabad, hold office until the conclusion of ensuing Annual General Meeting and are eligible for reappointment. They have shown their willingness to accept the office as Statutory Auditors, if reappointed. Your Company has received a written certificate from the Auditors to the effect that their re-appointment, if made, would be within the prescribed limit under Section 224(1B) of the Companies Act, 1956.

The notes to financial statements referred to in the Auditors Report are self-explanatory and do not call for any further comments and explanations.

Cost Auditor:

M/s Kiran J. Mehta & Co., Cost Accountants have been appointed as Cost Auditors to conduct Cost Audit for the year 2013-14 subject to approval of the Central Government.

Corporate Governance and Management Discussion and Analysis Report:

A separate report on Corporate Governance compliance and a Management Discussion and Analysis Report as stipulated by the Clause 49 of the Listing Agreement forms part of the Annual Report along with the required Certificate from a Practicing Company Secretary regarding compliance of the conditions of Corporate Governance as stipulated by Clause 49 of the Listing Agreement.

In compliance with Corporate Governance requirements as per Clause 49 of the Listing Agreement, your Company has formulated and implemented a Code of Business Conduct and Ethics for all Board members and senior management personnel of the Company, who have affirmed the compliance thereto.

Corporate Social Responsibility:

The Adani Foundation (AF) is the Corporate Social Responsibility (CSR) arm for the prestigious Adani conglomerate that is committed to attain the betterment of the communities in and around Adani Businesses. With a commitment to improve the lives of the people by fostering sustainable and integrated development of the communities, Adani Foundation is carefully increasing its CSR footprints to cover more families. It reaches to 6 states, more than 175 Villages/Towns/Cities and more than 1,65,000 families; touching lives to make difference. It renders its services in core areas of Education, Community Health, Sustainable Livelihood Development and Rural Infrastructure Development.

Education :

The Foundation works towards improving the quality of education in the Government Schools by upgrading the primary infrastructure facilities, adding value to the teaching process, skill building training to the teachers. The other strategy is to start and run our own schools such as Adani Vidya Mandir- a school with a difference.

Community Health:

Adani Foundation is primarily engaged in improving the quality of health services, through easy accessibility of the services to the community. Committed to "Health for all", the Foundation runs mobile health care units, rural clinics, special projects, variety of health related camps and various need based programs. The Foundation adopts a holistic approach while addressing the key issues and to ensure that the poorest of the poor are covered under the ambit of the health initiatives.

Sustainable Livelihood Development:

The Foundation works towards improving the quality of life of the people by promoting sustainable livelihoods through participatory, community based approaches, ensuring optimum management of the existing resource and broadening the scope of economic opportunities. Special emphasis is given to the marginalized communities such as women in need and fisher folk.

Rural Infrastructure Development:

Developing the rural infrastructure has a direct effect on economic growth and wellness of an area. With the vision to change the face of the rural communities where the group operates, the Foundation has developed rural infrastructures such as approach roads, school buildings, health care facilities, recreational zones like garden, sports ground and water storage tanks. It has particularly focused on developing and harvesting water resources in dry areas such as pond deepening, hand pumps in schools etc.

Health, Safety & Environment (HSE)

The HSE Management System of your Company is given the utmost priority by top management. The management of your Company believes in a system which is top driven, efficient, effective and adheres to the statutory requirements.

Having a well structured set up of Safety function, your Company has been accredited with IS-18001 certification by ''Bureau of Indian Standard'' for its Mundra, Tiroda and Kawai plant, which clearly depicts the robustness of its safety management system.

Your company has well defined processes and system for Safety function which enable us to take all safety measures for minimizing unsafe incidents. Accidents are investigated thoroughly and analyzed for root cause so that re- occurrence can be prevented. As a part of safety management system, a comprehensive Safety manual has been developed for use by operating and safety personnel. SAP module for Safety is commissioned for Mundra and Tiroda site; subsequently same is going to be replicated at Kawai sites. Specialized Personnel Protective Equipments have been standardized and provided to operating personnel for use in the work areas. Regulatory authorities and government agencies carry out inspection/ audits with an aim for overall improvement in the Safety performance at regular frequency.

Your Company gives paramount importance to environment. During the year, all the three project sites Mundra, Tiroda and Kawai as well as operating units at Mundra exercised great care to improve on the required environmental norms for emissions as stipulated by the respective state pollution control boards and the Ministry of Environment and Forests using, amongst other things, technology and state-of-the-art equipment. Your Company has received environmental clearance for all its ongoing projects. Your company has also initiated the process of getting accreditation of Environment Management System as ISO-14001 for our Mundra Plant; subsequently we shall also proceed for this certification for Tiroda and Kawai.

Your Company is deeply committed to sustainable means of conducting its operations. Your Company has established Environment Divisions both at Plant level and corporate level with competent officials who keep a close watch of all environmental parameters at and around the plant site at Mundra and project sites at Tiroda and Kawai.

Maintaining health and productive workforce is a smart strategy of business and promoting health is a proven key in health care practices. Your Company is committed and adhered to same strategy across power business. Our goal is to achieve a balance between an individual capacity against work demand and potential health risk. We educate, motivate and mobilize employee toward healthy life. Management believes in effective and efficient work output at optimum level with highest degree of physical and mental ease. Your Company has also established health policy which reflects mainly on employee assistance program, identification and supervision of vulnerable group, health surveillance, curative health services and highest quality of medical care in rehabilitation. Our health privilege card is a part of our best health support system across country.

Particulars of Employees:

In terms of the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended, the names and other particulars of the employees forms part of this report as Annexure. However, as permitted by section 219 (1) (b) (iv) of the companies Act, 1956 this annual report is being sent to all shareholders excluding aforesaid information. Any member interested in obtaining such particulars may write to the Company .

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

The particulars relating to energy conservation, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are appended herewith as Annexure I and forms part of this Annual Report.

Awards & Recognitions:

During the year under review, your Company has been bestowed with various awards like (1) "National Energy Conservation Award for conservation of energy by Bureau of Energy Efficiency- part of Central Electricity Authority- Ministry of Power (2) "Golden Peacock Occupational Health & Safety Award 2012" for Occupational Health & Safety by Institute of Directors (3) "Greentech Safety Award 2012 in Gold Category in Power Sector" for excellence in fire, safety & security by Greentech Foundation (4) "Safety Innovation Award 2012" for the best and innovative practices in safety by Institution of Engineers (5) IPPAI Award for fastest growing IPP (Thermal) by Independent Power Producer Association of India.

Acknowledgement:

Your Directors place on record their appreciation for assistance and co-operation received from various ministries and departments of Government of India, Government of Gujarat, other State Governments, financial institutions, banks, shareholders, directors, executives, officers 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

Date: 8th May, 2013 Gautam S. Adani

Place: Ahmedabad Chairman


Mar 31, 2012

The Directors are pleased to present the Sixteenth Annual Report and the audited accounts for the financial year ended 31st March, 2012.

Financial highlights:

The financial highlights of the Company for the year ended 31st March, 2012 is summarized below:

(Rs in Crores)

Particulars For the year ended For the year ended 31st March, 2012 31stMarch, 2011

Income from operations 3949 2106

Other Income 291 88

Total Income 4240 2194

Operating & Administrative Expenses 3261 1046

Operating Profit before Interest and Tax 979 1148

Financial Charges 788 317

Profit Before Tax 191 831

Exceptional Item 195 8

Profit after exceptional item (4) 823

Provision for tax (including deferred tax) 290 300

Profit / (Loss) After tax (294) 523

Operational Highlights:

Your Company together with its subsidiaries currently has planned six power projects with a combined installed capacity of 16,500 MW, out of which 4,620 MW is operational, 4,620 MW is under implementation and 7,260 MW is at the planning stage. Your Company alongwith its subsidiaries is implementing various transmission line projects of about 3,000 km length.

Your Company intends to sell the power generated from these projects under a combination of long term Power Purchase Agreements and on merchant basis.

The detailed Operational Performance of the Company has been comprehensively discussed in the Management Discussion and Analysis Report which forms part of Directors' Report.

New Corporate Identity:

During the year under review, new logo of the Adani Group was launched. The brand mark is the signature of our brand identity.

The logo reflects the ambition and ability to absorb various colors of cultures and nationalities. And reflects the ability to dream, the ability to move fast and the ability to achieve.

The logo is the symphony of colors. Symphony of colors of the Adani Group's 3 integrated businesses. Green of resources like coal and oil & gas, Blue of logistics like ports and railways and Orange of Energy like power and gas. The mark is designed to tell the story of integration and acting as one.

Dividend:

In order to conserve resources for operational purposes, your Directors have not recommended any dividend on equity shares for the year under review.

Subsidiary Companies:

Your Company has 13 subsidiaries at the end of the year which are as follows:

1) Adani Power Maharashtra Ltd.

2) Adani Power Rajasthan Ltd.

3) Adani Power Dahej Ltd.

4) Adani Pench Power Ltd.

5) Mundra Power SEZ Ltd.

6) Kutchh Power Generation Ltd.

7) Adani Power (Overseas) Ltd., UAE

8) Adani Shipping PTE Ltd., Singapore

9) Adani Power PTE Ltd., Singapore

10) Rahi Shipping PTE Ltd., Singapore

11) Vanshi Shipping PTE Ltd., Singapore

12) Aanya Maritime Inc, Panama

13) Aashna Maritime Inc, Panama

In terms of general exemption granted by the Ministry of Corporate Affairs, vide General Circular No. 2/2011 dated 8th February, 2011, Annual Reports of each of the Subsidiary Companies have not been attached to the accounts of the Company for the year ended 31st March, 2012.

Accordingly, the annual report of the Company contains the consolidated audited financial statements prepared pursuant to clause 41 of the Listing Agreement and prepared in accordance with the accounting standards prescribed by the Institute of Chartered Accountants of India (ICAI).

Further the Company hereby undertakes that the Annual Reports of the subsidiary companies will be made available to the shareholders of holding company on making request at any point of time. The annual accounts of subsidiary companies will also be kept open for inspection by any shareholder during working hours at the Company's registered office and that of the respective subsidiary concerned.

Fixed Deposits:

During the year under review, your Company has not accepted any deposits from Public under Section 58A of Companies Act, 1956.

Directors:

- Appointment of an Additional Director:

Mr. Berjis Desai and Mr. Vineet Jain were appointed as an Additional Directors w.e.f. 17th September, 2011 and 14th May, 2012 respectively. Pursuant to Section 260 of Companies Act, 1956 and Article 77 of Articles of Association of the Company, Mr. Berjis Desai and Mr. Vineet Jain hold office upto the date of ensuing Annual General Meeting. The Company has received a notice in writing from a member of the Company signifying their candidature for the office of the Board of Directors of the Company.

- Appointment of an Executive Director:

Mr. Ravi Sharma and Mr. Vineet Jain were appointed as Executive Directors for a period of three years w.e.f. 14th May, 2012. However, due to resignation of Mr. Ravi Sharma as Director & Executive Director w.e.f Closing hours of 30th June, 2012 he acted as an Executive Director for a period from 14th May, 2012 to 30th June, 2012.

- Resignation of Director:

Mr. Ravi Sharma has resigned as a Whole Time Director w.e.f. closure of working hours of 13th May, 2012. Mr. Ravi Sharma also resigned as Director and Executive Director of the Company w.e.f. Closing hours of 30th June, 2012. Mr. Chinubhai R. Shah resigned as Director w.e.f. 1st July, 2012.

- Retirement by rotation:

As per Section 256 of the Companies Act, 1956 and Articles of Association of the Company, Mr. B. B. Tandon and Mr. Gautam S. Adani are liable to retire by rotation and being eligible offer themselves for re-appointment.

The Board recommends appointment / re-appointment of aforesaid Directors.

A brief resume of directors being appointed / re-appointed with the nature of their expertise, their shareholding in the Company as stipulated under Clause 49 of the Listing Agreement is appended as an annexure to the notice of the ensuing Annual General Meeting.

Directors' Responsibility Statement:

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Directors' Responsibility Statement, the Directors confirm that:

1. In the preparation of annual accounts, the applicable accounting standards have been followed alongwith proper explanations relating to material departures, if any.

2. Reasonable and Prudent Accounting Policies have been adopted in preparation of the Financial Statements. The Accounting Policies have been consistently applied except for the changes mentioned in Notes forming part of financial statements.

3. Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

4. The annual accounts have been prepared on a going concern basis.

Additional information to Shareholders:

Your Company provides additional information related to the Company's business, matters of interest to the investors like financial information, investor presentations, press releases, etc. on its website www.adanipower.com.

Insurance:

Assets of your Company are adequately insured against various perils.

Auditors and Auditors' Report:

Your Company's Auditors M/s. Deloitte Haskins & Sells, Chartered Accountants, Ahmedabad, hold office until the conclusion of ensuing Annual General Meeting and are eligible for reappointment. They have shown their willingness to accept the office as Statutory Auditors, if reappointed. Your Company has received a written certificate from the Auditors to the effect that their re-appointment, if made, would be within the prescribed limit under Section 224(1B) of the Companies Act, 1956.

The notes to financial statements referred to in the Auditors Report are self-explanatory and do not call for any further comments and explanations.

Cost Auditor:

M/s Kiran J. Mehta & Co., Cost Accountants have been appointed as Cost Auditors to conduct Cost Audit for the year 2012-13 subject to approval of the Central Government.

Corporate Governance and Management Discussion and Analysis Report:

A separate report on Corporate Governance compliance and a Management Discussion and Analysis Report as stipulated by the Clause 49 of the Listing Agreement forms part of the Annual Report along with the required Certificate from a Practicing Company Secretary regarding compliance of the conditions of Corporate Governance as stipulated by Clause 49 of the Listing Agreement.

In compliance with Corporate Governance requirements as per Clause 49 of the Listing Agreement, your Company has formulated and implemented a Code of Business Conduct and Ethics for all Board members and senior management personnel of the Company, who have affirmed the compliance thereto.

Corporate Social Responsibility:

Corporate Social Responsibility has been at the heart of any Business Development by Adani Group of Companies. Adani Foundation was established with a vision to "accomplish passionate commitment to the social obligations towards communities, fostering sustainable and integrated development, thus improving quality of life". The foundation works in the core sectors of Education, Community Health, Sustainable Livelihood Development and Rural Infrastructure Development.

The Adani Group is very conscience about its values. Our commitment in achieving goals as well as our value driven processes are our core strengths. The Group always acts as a responsible Corporate Citizen. Adani Foundation plays a pivotal role in bringing about Sustainable Development in and around its area of operations which spans across six states, eleven districts and more than 165 villages.

Adani Foundation has been in the forefront of Education Sector since its inception. Adani Vidya Mandir, a school set up and managed by Adani Foundation is an innovative experiment to reach out to economically challenged students to have state of art facility along with excellent academic opportunity through Corporate Social Responsibility. Similarly Foundation aims to enhance the quality of Education of the surrounding Communities by reaching out to more than 30,000 young minds through various programmes on Girl Child Education, Promoting Child's Rights and Gender Equality, empowering Village Education/School Management Committee through innovative use of local Education Volunteers. Adani Foundation has been working with three ITI very closely for upgradation under PPP model.

Community Health is another area where our heart is. With our services of mobile health vans, rural clinics, medical and specialty camps at doorstep we reach out to people with basic health care facilities. Adani Foundation has initiated two special Projects namely Kidney Stone Awareness, Identification and Care project under which more than 3500 patients are screened and more than 130 operated and Cashless Health Card Scheme for Senior Citizens from thirty five villages and three Fisher Folk Settlements which has been appreciated by one and all.

Another special project for Fisher Folk of Mundra Taluka was to give them opportunity to get out of the debt trap by support in procuring necessary fishing equipments or fish vending equipments. They have been given "Sankat Mochan" insurance policy too.

With constant social engagement and value driven approaches, we are on humble path to reach to our stake holder groups especially communities in and around our businesses.

Health, Safety & Environment (HSE)

The HSE Management System is at the utmost priority of top management. The management of your Company believes in a system which is top driven, efficient, effective and adheres to the statutory requirements.

Having a well structured set up of HSE function, your Company has been accredited with IS-18001 certification by 'Bureau of Indian Standard' for its Mundra plant, which clearly depicts the robustness of its safety management system. Your Company is also under process of getting accreditation for IS-18001 certification for its Tiroda and Kawai sites.

Your Company has well defined processes and system for HSE function which enable it to take all safety measures for minimizing accidents. Accidents are investigated thoroughly and analyzed for root cause so that re- occurrence can be prevented. As a part of safety management system, a comprehensive HSE manual has been developed for use by operating and HSE personnel. Recently SAP module for HSE is also commissioned for Mundra site; subsequently same is going to be replicated at Tiroda and Kawai sites. Specialized Personnel Protective Equipments have been standardized and provided to operating personnel for use in the work areas. Regulatory authorities and government agencies carry out inspection/ audits with an aim for overall improvement in the HSE performance at regular frequency.

Your Company gives paramount importance to environment. During the year, all the three project sites i.e. Mundra, Tiroda and Kawai as well as operating units at Mundra exercised great care to improve on the required environmental norms for emissions as stipulated by the respective state pollution control boards and the Ministry of Environment and Forests using, amongst other things, technology and state-of-the-art equipment. Your Company is deeply committed to sustainable means of conducting its operations. Your Company has established Environment Divisions both at plant level and at corporate level with competent officials who keep a close watch of all environmental parameters at and around the plant site at Mundra and project sites at Tiroda and Kawai.

Particulars of Employees:

In terms of the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended, the names and other particulars of the employees forms part of this report as Annexure.However, as permitted by section 219 (1) (b) (iv) of the companies Act, 1956 this annual report is being sent to all shareholders excluding aforesaid information. Any member interested in obtaining such particulars may write to Company Secretary.

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

The particulars relating to energy conservation, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are appended herewith as Annexure I and forms part of this Annual Report.

Awards & Recognitions:

During the year under review, your Company has been bestowed with various awards like "National Award for Meritorious Performance in Power Sector in recognition of outstanding performance during 2010-11 for early completion of TPP" by Ministry of Power, National Quality Excellence Awards 2012 in the category of "Fastest Growing Company" and "Product Development" by Stars of the Industry Group. Your Company has been accredited with "ISO 9001:2008" certification by M/S TUV Nord, for Quality Management System, "IS 18001 certification" from Bureau of Indian Standards for Occupational Health and Safety Management System.

Acknowledgement:

Your Directors place on record their appreciation for assistance and co-operation received from various ministries and department of Government of India, Government of Gujarat, other State Governments, financial institution, banks, shareholders, directors, executives, officers of the Company. The management would also like to express great appreciation for the commitment and contribution of its employees for their committed services without which the good results would not have been possible.

For and on behalf of the Board of Directors

Date : 2nd July, 2012 Gautam S. Adani

Place: Ahmedabad Chairman


Mar 31, 2011

The Directors are pleased to present the Fifteenth Annual Report and the audited accounts for the fnancial year ended 31st March, 2011.

Financial highlights:

The fnancial highlights of the Company for the year ended 31st March, 2011 is summarized below:

(Rs. in Crores)

Particulars For the For the

year ended year ended

31st March, 2011 31st March, 2010

Income from operations 2106 435

Other Income 19 6

total Income 2125 441

Operating & Administrative Expenses 1071 226

Operating Proft before Interest and Tax 1054 215

Interest and Financial Charges 230 12

Proft Before Tax 824 204

Provision for tax (including deferred tax) 300 33

Proft After tax 524 171

Surplus brought forward from previous year 168 (3)

Balance carried to Balance sheet 692 168

operational highlights:

Your Company together with its subsidiaries currently has nine power projects with a combined installed capacity of 16,500 MW, out of which 1980 MW has been commissioned, 7260 MW is under implementation and 7260 MW is at the planning stage. Your Company alongwith its subsidiaries is implementing various transmission line projects of about 3,000 km length.

Your Company intends to sell the power generated from these projects under a combination of long term Power Purchase Agreements and on merchant basis.

The detailed Operational Performance of the Company has been comprehensively discussed in the Management Discussion and Analysis Report which forms part of Directors Report.

Dividend:

In order to conserve resources for operational purposes, your Directors have not recommended any dividend on equity shares for the year under review.

utilization of proceeds of Ipo:

The statement of projected utilization of the IPO proceeds as per Prospectus dated 5th August, 2009 against actual utilization as on 31st March, 2011 is as follows:

(Rs. in Crores)

proceeds received from Ipo 3016.52

objects of the Issue projected Actual utilization Addition/ utilization of IPO till 31.03.11 Deletion proceeds

To part fnance the construction and development of 1153.00 1152.97 (0.03) Mundra Phase IV Power Project for 1,980 MW

Funding equity contribution in Adani Power Maharashtra 1040.00 1040.00 0.00 Ltd. to part fnance the construction & development cost of power project for 1,980 MW at Tiroda, Maharashtra

General corporate purposes 759.00 769.62 10.62

Issue Expenses 64.52 53.93 (10.59)

TOTAL 3016.52 3016.52 0.00

total funds unutilized as at 31st March, 2011 nil

subsidiary Companies:

Your Company has 11 subsidiaries at the end of the year which are as follows:

1) Adani Power Maharashtra Ltd.

2) Adani Power Rajasthan Ltd.

3) Adani Power Dahej Ltd.

4) Adani Pench Power Ltd.

5) Mundra Power SEZ Ltd.

6) Kutchh Power Generation Ltd.

7) Adani Power (Overseas) Ltd., UAE

8) Adani Shipping PTE Ltd., Singapore

9) Adani Power PTE Ltd., Singapore

10) Rahi Shipping PTE Ltd., Singapore

11) Vanshi Shipping PTE Ltd., Singapore

After 31st March, 2011, Aanya Maritime Inc, Panama and Aashna Maritime Inc, Panama were set up as subsidiaries of the Company.

The Statement pursuant to Section 212(1) (e) of the Companies Act, 1956, containing details of subsidiaries of the Company forms part of the Annual Report.

In terms of general exemption granted by the Ministry of Corporate Affairs, vide General Circular No. 2/2011 dated 8th February, 2011, copies of the Balance Sheet, Proft & Loss Account, report of the Board of Directors and report of the auditors of each of the Subsidiary Companies have not been attached to the accounts of the Company for the year ended 31st March, 2011.

Accordingly, the annual report of the Company contains the consolidated audited fnancial statements prepared pursuant to clause 41 of the listing agreement and prepared in accordance with the accounting standards prescribed by the Institute of Chartered Accountants of India (ICAI).

Further the Company hereby undertakes that the annual accounts of the subsidiary companies and related detailed information will be made available to the shareholders of holding company and subsidiary companies on making request at any point of time. The annual accounts of subsidiary companies will also be kept open for inspection by any shareholder during working hours at the Companys registered offce and that of the respective subsidiary concerned.

Fixed Deposits:

During the year under review, your Company has not accepted any deposits from public under Section 58A of Companies Act, 1956.

Corporate Governance and Management Discussion and Analysis Report:

A separate report on Corporate Governance compliance and a Management Discussion and Analysis Report as stipulated by the Clause 49 of the Listing Agreement forms part of the Annual Report along with the required Certifcate from a Practicing Company Secretary regarding compliance of the conditions of Corporate Governance as stipulated by Clause 49 of the Listing Agreement.

In compliance with Corporate Governance requirements as per Clause 49 of the Listing Agreement, your Company has formulated and implemented a Code of Business Conduct and Ethics for all Board members and senior management personnel of the Company, who have affrmed the compliance thereto.

Corporate social Responsibility:

Adani Group carries on social welfare activities through a trust namely, "Adani Foundation". The Foundation is active in four major areas:

Education

Community Health

Livelihood Development

Rural Infrastructure Development

Considering the need to bridge gap for requirement of health care services AF have increased one more Mobile Medical Van for Mundra taluka. Now AF treats more than 8000 patients via Mobile Medical Vans and 1500 patients via three Rural Clinics every month.

AF strives to bring about change in quality of life of communities by working through Sustainable Livelihood Activities and providing quality education which otherwise has become unaffordable now a days.

AF also undertakes Skill Development Trainings for specialized services and entrepreneurship for rural youth - men and women. Good number of Youth has been trained in Diesel Engine Repair & Maintenance, Automobile Repair & Maintenance, Beauty Parlor Trainings and Sewing & Garment Making. Many poor & needy women were supported to start their entrepreneurial venture leading them to be self sustainable.

health, safety & environment (hse)

The HSE Management System of your company is top driven, effcient, effective and adheres to the statutory requirements. Top management of company is committed for maintaining highest standard of Health and Safety. Your company also meets all applicable statutory requirements and is committed to environment conservation and prevention of pollution. The need for electricity generation to be clean and safe has never been more obvious. Environmental and health consequences of electricity generation are important issues, alongside the affordability of the power which is produced. Production of electricity from any form of primary energy has some environmental effect and some risk.

Your company has well structured HSE set up for managing HSE functions and issues of the organization. At corporate level the HSE setup is headed by senior executives reporting to CEO and at plant level senior functional head reporting directly to plant head respectively.

Greatest emphasis is given to safety measures for minimizing accidents. Accidents are investigated and analyzed for root cause so that re- occurrence can be prevented. A comprehensive HSE manual has been developed for use by operating and HSE personnel. Specialized Personnel Protective Equipments have been standardized and provided to operating personnel for use in the work areas. Regulatory authorities and government agencies carry out inspection/ audits with an aim for overall improvement in the HSE performance at regular frequency.

Directors:

- Appointment of Additional Director:

During the year under review, Mr. Ravi Sharma was appointed as an Additional Director w.e.f 8th February, 2011 on the Board of the Company. Pursuant to Section 260 of Companies Act, 1956 and Articles of Association of the Company, Mr. Ravi Sharma holds offce upto the date of ensuing Annual General Meeting. The Company has received a notice in writing from a member of the Company signifying his candidature for the offce of the Board of Directors of the Company.

- Appointment of Whole Time Director:

During the year under review, Mr. Ravi Sharma was appointed as a Whole Time Director for period of fve years w.e.f 8th February, 2011.

- Resignation of Director:

During the year under review, Mr. S. K Tuteja resigned w.e.f 12th February, 2011, Mr. R. K Madan resigned w.e.f 21st March, 2011 and Mr. Ameet H. Desai resigned w.e.f 31st March, 2011.

- Retirement by rotation:

As per Section 256 of the Companies Act, 1956 and Articles of Association of the Company, Mr. Vijay Ranchan and Mr. Chinubhai R. Shah are liable to retire by rotation and being eligible offer themselves for re-appointment.

The Board recommends appointment / re-appointment of aforesaid Directors.

A brief resume of directors being appointed / re-appointed with the nature of their expertise, their shareholding in the Company as stipulated under Clause 49 of the Listing Agreement is appended as an annexure to the notice of the ensuing Annual General Meeting.

Directors Responsibility statement:

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Directors Responsibility Statement, the Directors confrm that:

1. In the preparation of annual accounts, the applicable accounting standards have been followed along with proper explanations relating to material departures, if any.

2. Reasonable and Prudent Accounting Policies have been adopted in preparation of the Financial Statements. The Accounting Policies have been consistently applied except for the changes mentioned in Notes forming part of Accounts.

3. Proper and suffcient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

4. The annual accounts have been prepared on a going concern basis.

Additional information to shareholders:

Your company provides all the information on the Companys business, matters of interest to the investors like fnancial information, investor presentations, press releases, etc. on its website www.adanipower.com.

Insurance:

Assets of your Company are adequately insured against various perils.

Auditors:

Your Companys Auditors M/s. Deloitte Haskins & Sells, Chartered Accountants, Ahmedabad, hold offce until the conclusion of ensuing Annual General Meeting. They have shown their willingness to accept the offce as Statutory Auditors, if appointed. Your Company has received a written certifcate from the Auditors to the effect that their re- appointment, if made, would be within the prescribed limit under Section 224(1B) of the Companies Act, 1956.

Auditors Report:

The Notes on accounts as referred to in the Auditors Report are self-explanatory and do not call for any further comments and explanations.

particulars of employees:

In terms of the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended, the names and other particulars of the employees forms part of this report as Annexure. However, as permitted by section 219 (1)(b) (iv) of the companies Act, 1956 this annual report is being sent to all shareholders excluding aforesaid information. Any member interested in obtaining such particulars may write to Company Secretary.

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

The particulars relating to energy conservation, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are appended herewith as Annexure I and forms part of this Annual Report.

"Group" For Inter-se transfer of shares:

Pursuant to intimation from the Promoters, the names of the Promoters and entities comprising of the "Group" are given in Annexure II attached herewith and forms part of this Annual Report for the purpose of the Securities and Exchange Board of India (Substantial Acquisition and Takeover) Regulations 1997.

Clean Development Mechanism (CDM):

As you are aware, your Company has registered its frst two units of 660 MWeach of phase III of Mundra Power Project & two units of 660MW each of Tiroda Power Project with United Nations Framework Convention on Climate Change (UNFCCC) as Clean Development Mechanism (CDM) Project. This is the worlds frst project based on Super-critical technology to get registered as CDM Project under UNFCCC.

Awards & Recognitions

Your Company had been bestowed with various awards like "The Most Admired Developer in Power Sector" by KPMG & Infrastructure Todays "Infrastructure Excellence Award 2011" by CNBC TV18 and "Best Corporate in Power Sector" by Infra 2011. Your Company is the only Company in power sector to have received such an award and industry recognition.

Acknowledgement:

Your Directors place on record their appreciation for assistance and co-operation received from various ministries and department of Government of India, Government of Gujarat, other State Governments, fnancial institution, banks, shareholders, directors, executives, offcers of the Company. The management would also like to express great appreciation for the commitment and contribution of its employees for their committed services without which the good results would not have been possible.

For and on behalf of the Board of Directors

Date: 9th May, 2011 Gautam s. Adani

Place: Ahmedabad Chairman


Mar 31, 2010

The Directors have pleasure in presenting the Fourteenth Annual Report and the Audited Statement of Accounts for the financial year ended 31st March, 2010.

Initial Public Offering:

During the financial year 2009-10, your Company entered the Capital Market with Initial Public Offer (IPO) of 30,16,52,031 equity shares of Rs. 10/- each at a premium of Rs, 90/- per share. Your Companys shares were listed on the Bombay Stock Exchange Limited (BSE) and National Stock Exchange of India Limited (NSE) on 20th August, 2009. The issue was over subscribed by about 18 times.

Your Directors take this opportunity to thank all the investors for their overwhelming response to the IPO and the confidence reposed by them.

Financial Highlights:

The bird eye view of the summarized financial highlights is depicted below:

Rs. in Lacs

For the year For the year Particulars ended 31st ended 31st March, 2010 March, 2009

Income from operations 43,486.09 --

Other Income 3,192.84 --

Total Income 46,678.93 --

Operating & Administrative Expenses 22,561.65 281.67

Operating Profit before Interest and Tax 24,117.28 (281.67)

Interest and Financial Charges 3,767.03 --

Profit Before Tax 20,350.25 (281.67)

Provision for tax (including deferred tax) 3,270.12 --

Profit after tax 17,080.13 (281.67)

Surplus brought forward from previous year (281.67) --

Balance carried to Balance Sheet 16,798.46 (281.67)

Operational Highlights:

Your Company together with its subsidiaries currently has eight power projects with a combined installed capacity of 13,200 MW, out of which 660 MW has been commissioned, 9900 MW is under implementation and 2640 MW is at the planning stage. Your Company intends to sell the power generated from these projects under a combination of long- term PPAs and on merchant basis.

The detailed Operational Performance of the Company has been comprehensively discussed in the Management Discussion and Analysis Report which forms part of Directors Report.

Dividend:

In order to conserve resources for operational purposes, your Directors do not recommend any dividend on equity shares for the year under review.

Capital:

During the year under review, your company issued 3,64,06,933 shares by way of preferential allotment and 30,16,52,031 equity shares by way of IPO, making total subscribed, issued and paid up equity share capital to Rs. 2180,03,52,000/- divided into 218,00,35,200 equity shares of Rs. 10/- each as on date of this report.

Utilization of Proceeds of IPO:

The statement of projected utilization of the IPO proceeds as per Prospectus dated 5th August, 2009 against actual utilization as on 31st March, 2010 is as follows:

Rs. in Lacs

Proceeds received from IPO 301,652.03

Objects of the Issue Projected Utilization Actual Utilization of IPO proceeds till 31st March, 2010

To part finance the construction and development of Mundra 115,300.00 115,297.00

Phase IV Power Project for 1,980 MW

Funding equity contribution in Adani Power Maharashtra Limited 104,000.00 28,650.00 to part finance the construction and development cost of power project for 1,980 MW at Tiroda, Maharashtra

General corporate purposes 75,900.00 75,895.00

Issue Expenses 6,452.03 5,332.00

TOTAL 301,652.03 225,174.00

Total funds unutilized as at 31st March, 2010 76,478.03

Consolidated Financial Statements:

Consolidated Financial Statements pursuant to Clause 41 of the Listing Agreement entered into with the Stock Exchanges and prepared in accordance with the Accounting Standards prescribed by the Institute of Chartered Accountants of India, in this regard is part of Annual Report.

Subsidiary Companies:

Your Company has 11 subsidiaries at the end of the year which are as follows:

1) Adani Power Maharashtra Ltd. -

2) Adani Power Rajasthan Ltd.

3) Adani Power Dahej Ltd.

4) Adani Pench Power Ltd.

5) Mundra Power SEZ Ltd.

6) Kutchh Power Generation Ltd.

7) Adani Power (Overseas) Ltd., UAE

8) Adani Shipping PTE Ltd., Singapore

9) Adani Power PTE Ltd., Singapore

10) Rahi Shipping PTE Ltd., Singapore

11) Vanshi Shipping PTE Ltd., Singapore

During the year under review, Adani Pench Power Ltd. (earlier known as Adani Power MP Ltd.) was incorporated as wholly owned subsidiary of your company.

During the year under review, your company acquired Kutchh Power Generation Ltd. and Adani Shipping PTE Ltd., Singapore by purchase of all shares of respective companies at face value. Subsequently Adani Shipping PTE Ltd., Singapore incorporated Rahi Shipping PTE Ltd., Singapore and Vanshi Shipping PTE Ltd., Singapore as its wholly owned subsidiary companies.

The Statement pursuant to Section 212(1)(e) of the Companies Act, 1956, containing details of subsidiaries of the Company forms part of the Annual Report.

In terms of approval granted by the Central Government vide tetter no. 47/194/2010-CL-lll dated 23rd March, 2010 under Section 212(8) of the Companies Act, 1956, copies of the Balance Sheet, Profit & Loss Account, report of the Board of Directors and report of the auditors of each of the Subsidiary Companies have not been attached to the accounts of the Company for the year ended 31st March, 2010. The annual accounts of the subsidiaries and the related detailed information will be made available to any member of the Company/its subsidiaries seeking such information at any point of time and are also available for inspection by the member of the Company/its subsidiaries at the Registered Office of the Company on any working day during business hours.

Fixed Deposits:

During the year under review, your Company has not accepted any deposits from Public under Section 58A of Companies Act, 1956.

Corporate Governance and Management Discussion and Analysis Report:

Your Company has been proactive in following the principles and practices of good Corporate Governance as an important step towards building investor confidence, improve investors protection and maximize long-term shareholder value. A separate report on Corporate Governance compliance and a Management Discussion and Analysts Report as stipulated by the Clause 49 of the Listing Agreement forms part of the Annual Report along with the required Certificate from the Practicing Company Secretary regarding compliance of the conditions of Corporate Governance as stipulated by Clause 49 of the Listing Agreement.

In compliance with Corporate Governance requirements as per Clause 49 of the Listing Agreement, your Company has formulated and implemented a Code of Business Conduct and Ethics for all Board members and senior management personnel of the Company, who have affirmed the compliance thereto.

IT System:

To cater to the fast growing IT Infrastructural requirements of the business, the following technological solutions/systems have been implemented:

- Implementation of FOC Network connectivity for entire site.

- Implementation of Video Surveillance system for entire site area. -

- Implementation of IP Based Telecom Infrastructure for unified messaging

- Optimization of SAP ERP system for Procurement & Financial processes for better manageability of data.

- Development of MIS using SAP Bl functionality.

- Development of user friendly Enterprise Portal with Employee Self Services (ESS).

- Implementation of Contractor Labor Management System.

- Implementation of Visitor Management & Health Management Systems

Corporate Social Responsibility:

Your Company has been carrying out community development activities in the villages near the project sites as also in other places in the state of Gujarat through "Adani Foundation".

The Adani Foundation believes that "SUCCESS IS NOT TRUE UNLESS IT IS SHARED". During the year under review, the Company through Adani Foundation has undertaken various activities for socio- economic development of the people and has meaningfully contributed in the fields of literacy, health, sanitation, watershed development, animal husbandry/support in cultural activities and livelihood development. These activities are undertaken in the villages surrounding the Power Plant locations in Gujarat and others parts of Gujarat and Maharashtra.

During the year under review, Adani Foundation organized several camps covering about 56,800 beneficiaries on Health Awareness which include general health checkup camp, multi specialty camp, gynec camp, blood donation camp, HIV testing camp, ThaHesimia Testing etc.

Further, Adani Foundation carried out various projects and activities covering about 55,000 beneficiaries on Education side which includes distribution of school bags & writing kit, science kit & VEC chart, creation of reading corner and health corner, student portfolio, arranging bal mela, celebration of national day, education tour for children, girl child education competition etc.

Water, an essential of life is becoming a scarce commodity day by day. Adani Foundation is also promoting water resource development in coordination with Government of Gujarat in Mundra Taluka by construction of rain water harvesting structures. This will help in controlling the depleting water levels and salinity and improve the water availability for drinking and irrigation for the local community. Adani Foundation is also providing relief and support to fishermen during cyclones.

Health, Safety & Environment

Your Company gives paramount importance to environment. During the year, Mundra Project Site as well as operating units at Mundra exercised great care to improve on the required environmental norms for emissions as stipulated by the state pollution control board and Ministry of Environment and Forests using, amongst other things, technology and state- of-the-art equipment. Your company has received environmental clearance for all its ongoing projects. Your company has further initiated the process of obtaining environmental clearances for all its forthcoming projects.

Your Company is also deeply committed to sustainable means of conducting its operations. Your company has established Environment Divisions both at Plant level and Corporate level with competent officials.

Your Company has given occupational health and safety a high priority* appointing safety professionals to guide it on its journey to Safety Excellence. A number of initiatives have been taken to embed a culture of safety and safe working practices in the organisation. A detailed corporate safety action plan is being prepared, including the activities that will be guided and supervised by safety team of the Company on a monthly basis. New safety procedures have been developed and are being implemented. Intensive training modules have been organized.

Clean Development Mechanism (CDM):

As the shareholders are aware, your Company has registered its first two units of 660 MW each of phase III of Mundra Power Project with United Nations Framework Convention on Climate Change (UNFCCC) as Clean Development Mechanism (CDM) Project. This is the worlds first project based on super-critical technology to get registered as CDM Project under UNFCCC.

Directors:

- Appointment of Additional Director:

During the year under review, Mr. R.K Madan was appointed as an Additional Director on the Board of the Company w.e.f 20th March, 2010. Pursuant to Section 260 of Companies Act, 1956 and Articles of Association of the company, Mr. R.K Madan holds office upto the date of ensuing Annual General Meeting. The Company has received a notice in writing from a member of the Company signifying his candidature for the office of the Board of Directors of the Company.

- Appointment of Executive Director:

During the year under review, Mr. Ameet H. Desai, Director of the company was appointed as an Executive Director for period of five years w.e.f 1st November, 2009.

- Resignation of Director:

During the year under review, Mr. R.K Gupta, Wholetime Director resigned w.e.f 27th February, 2010.

- Retirement by rotation:

As per Section 256 of the Companies Act, 1956 and Articles of Association of the Company, Mr. Gautam S. Adani and Mr. Rajesh S. Adani are liable to retire by rotation and being eligible offer themselves for re-appointment.

The Board recommends appointment / re-appointment of aforesaid Directors.

A brief resume of directors being appointed / re-appointed with the nature of their expertise, their shareholding in the Company as stipulated under Clause 49 of the Listing Agreement is appended as an annexure to the notice of the ensuing Annual General Meeting.

Directors Responsibility Statement:

Pursuant to the requirement of Section 217(2AA) of the Companies Act, 1956, with respect to Directors Responsibility Statement, the Directors confirm that:

1. In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanations relating to material departures, if any.

2. Reasonable and Prudent Accounting Policies have been adopted in preparation of the Financial Statements. The Accounting Policies have been consistently applied except for the changes mentioned in Notes forming part of Accounts.

3. Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

4. The annual accounts have been prepared on a going concern basis.

Additional information to Shareholders:

Your company provides all the latest information on the Companys projects, matters of interest to the investors like financial information, investor presentations, press releases, etc.. on the website www.adanipOwer.com. .

Insurance:

Assets of your Companyare adequately insured against various perils.

Auditors:

Your Companys Auditors M/s. Deloitte Haskins & Sells, Chartered Accountants, Ahmedabad, hold office until the conclusion of the ensuing Annual General Meeting. They have shown their willingness to accept the office as Statutory Auditors, if appointed. Your Company has received a written certificate from the Auditors to the effect that their re- appointment, if made, would be within the prescribed limit under Section 224(1 B) of the Companies Act, 1956.

Auditors Report:

Notes to the accounts, as referred in the Auditors Report, are self-explanatory and practice consistently followed and therefore do not call for any further comments and explanations.

Particulars of Employees:

In terms of the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended, the names and other particulars of the employees forms part of this report as Annexure. However, as permitted by section 219 (1)(b) (iv) of the companies Act, 1956 this Annual Report is being sent to all shareholders excluding aforesaid information. Any member interested in obtaining such particulars may write to Company Secretary at the Registered office of the Company.

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

The particulars relating to energy conservation, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are appended herewith as Annexure I and forms part of this Annual Report.

During the year there was no earning in foreign exchange. The foreign exchange outgo during the year under review amounted to Rs. 83062;02 lacs.

"Group" For Inter-Se Transfer of Shares:

As required under Clause 3(1 )(e) of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 1997, persons constituting "Group" (within the meaning as defined in the Monopolies and Restrictive Trade Practices Act, 1969) for the purpose of availing exemption from applicability of the provisions of Regulations 10 to 12 of the aforesaid SEBI Regulations are given in Annexure II attached herewith and forms part of this Annual Report.

Acknowledgement:

In consonance with established maxim that the company is only as good as its people, your Company has put together a team of highly qualified and experienced professionals.

The success achieved by your Company and the progress made by it are due to co-operation, efforts and commitment of all concerned with its affairs, including various ministries and department of Government of India, Government of Gujarat, Financial Institutions, Banks, shareholders, directors, executives, officers of your Company. The management expresses gratitude to all for their co-operation especially to the employees for their dedicated services without which the good results would not have been possible.

For and on behalf of the Board of Directors

Date : 30th April, 2010 Gautam S. Adani

Place : Ahmedabad Chairman

 
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