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Notes to Accounts of Adani Power Ltd.

Mar 31, 2015

Notes to Cash Flow Statement :

1. Reconciliation of Cash and cash equivalents with the Balance Sheet:

Cash and cash equivalents as per Balance Sheet (Refer Note 21)

2. Previous year's figures have been regrouped wherever necessary, to confirm to this year's classification.

3. The Cash Flow Statement has been prepared under the 'Indirect Method' set out in Accounting Standard 3 'Cash Flow Statement'.

4. The Cash Flow Statement reflects the combined cash flows pertaining to continuing and discontinuing operations.

See accompanying notes forming part of the financial statements.

Notes to financial statements for the year ended 31st March, 2015

1. Corporate information

Adani Power Limited ("the Company") is a public company domiciled in India and incorporated under the provisions of Companies Act, 1956. The Company together with its subsidiaries currently has three power projects with a combined installed & commissioned capacity of 9240 MW. The Company intends to sell the power generated from these projects under a combination of long term Power Purchase Agreements and on merchant basis. The Company gets synergetic benefit of the integrated value chain of Adani group.

a. Terms / rights attached to equity shares

The Company has only one class of equity shares having par value of Rs. 10 per share. Each holder of equity shares is entitled to one vote per share. In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets of the Company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the share holders.

b. During the previous year, Company had allotted 44,98,50,000 Equity Shares of Rs. 10 each with premium of Rs. 43.11 per share to Adani Enterprises Limited and 2,88,00,000 Equity Shares of Rs. 10 each with premium of Rs. 43.11 per share to Mr. Vinod S. Adani. Referred equity shares were issued on preferential basis under section 81(1A) of the Companies Act, 1956.

Note :

Capital Reserve of Rs. 359.80 Crores and debit balance of Rs. 0.02 Crores were created due to amalgamation of Growmore Trade and Investment Private Limited with the Company in the financial year 2012-13 as per Section 391 to 394 of the Companies Act, 1956. As per the order of the Hon'ble High Court of Gujarat, the Capital Reserve created on amalgamation shall be treated as free reserve of the Company.

1. The security details for the balances as at 31st March, 2015 :

a. Rupee Term Loans from Banks aggregating to Rs. 6,398.61 Crores (Previous Year Rs. 9,603.94 Crores), Rupee Term Loans from Financial Institutions Others aggregating to Rs. 502.50 Crores (Previous Year Rs. 662.50 Crores) and Foreign Currency Loans from Banks aggregating to Rs. 5,618.43 Crores (Previous Year Rs. 6,200.30 Crores) are secured / to be secured by first charge on all immovable and movable assets of the Company on pari passu basis.

b. Foreign Currency Loan from Banks aggregating to Rs. 431.25 Crores (Previous Year Rs. 482.33 Crores) are further secured / to be secured by first charge on receivables of the Company and second charge on all immovable and movable assets of the Company on pari passu basis.

c. Rupee Term Loan from Banks and Trade credits aggregating to Rs. 7,172.05 Crores (Previous Year Rs. 7,272.91 Crores) are further secured / to be secured by pledge of 250,790,465 Equity Shares (Previous Year 223,141,107 Equity Shares) of the Company held by the holding company, Adani Enterprises Limited as First charge.

2. Repayment schedule for the balances as at 31st March, 2015 :

a. The secured term loans from banks and from Financial Institutions aggregating to Rs. 6,099.99 Crores (Previous Year Rs. 11,047.09 Crores) and Rs. 90.00 Crores (Previous Year Rs. 200 Crores) respectively are repayable over a period of next 7 years in 155 instalments structured on quarterly to yearly basis.

b. The secured term loan from banks aggregating to Rs. 6,348.30 Crores (Previous Year Rs. 4,939.48 Crores) and from Financial Institutions aggregating to Rs. 412.50 Crores (Previous Year Rs. 462.50 Crores ) respectively are repayable over a period of next 11 years in 887 instalments structured on quarterly to half yearly basis.

c. The unsecured term loan from a bank aggregating to Rs. NIL (Previous Year Rs. 300 Crores) is repayable in quarterly instalments.

d. Unsecured term loan from Banks and Financial Institutions of Rs. 1,050 Crores (Previous Year Rs. 300 Crores) is repayable over a period of next 5 years in 35 instalments structured on quarterly to yearly basis.

e. Unsecured loan from related party of Rs. 4,339.07 Crores (Previous Year Rs. 3,190.46 Crores) are repayable on mutually agreed dates after a period of 15 months from the balance sheet date.

f. Unsecured loan from others Rs. 331.50 Crores (Previous Year Rs. NIL) are repayable on mutually agreed dates after a period of 14 months from the balance sheet date.

g. Trade Credits (not to be converted into term loans) aggregating to Rs. 3.43 Crores (Previous Year Rs. 124.71 Crores) are repayable on due dates and shown under current maturities of long term borrowings (Refer Note 11).

h. Trade Credits (not to be converted into term loans) aggregating to Rs. NIL (Previous Year Rs. 3.29 Crores) are repayable on due date / installment.

i. 10.95% Non Convertible debentures of Rs. 500 Crores (Previous Year Rs. NIL) are redeemable on due date after 36 months.

j. 10.85% Non Convertible debentures of Rs. 500 Crores (Previous Year Rs. NIL) are redeemable on due date after 36 months.

2. The Classification of loans between current liabilities and non-current liabilities continues based on repayment schedule under respective agreements unless loans have been recalled due to non-compliance of conditions under any of the loan agreements. This is in accordance with the guidance issued by the Institute of Chartered Accountants of India on Revised Schedule VI to the Companies Act, 1956, which holds good in absence of any change in this requirements under Companies Act, 2013.

The Company has recognised deferred tax assets on unabsorbed depreciation to the extent of the corresponding deferred tax liability on the difference between the book balance and the written down value of fixed assets under Income Tax.

1. Trade Credit for working capital from banks of Rs. 2,467.32 Crores (Previous Year Rs. 1,370.69 Crores) are secured / to be secured by first mortgage and charge on respective immovable and movable assets of the Company.

2. Cash Credit from banks of Rs. 60.00 Crores (Previous Year Rs. NIL) are secured / to be secured by first mortgage and charge on respective immovable and movable assets of the Company.

Note:

These do not include any amounts due and outstanding to be credited to "Investors' Education and Protection Fund".

Note 1 : Of the above shares 142,33,41,900 shares (Previous Year 87,31,01,400 shares) have been pledged by the Company as additional security for secured term loans availed by Adani Power Maharashtra Limited.

Note 2 : Of the above shares 61,20,00,000 shares (Previous Year 21,00,00,000 shares) have been pledged by the Company as additional security for secured term loans availed by Adani Power Rajasthan Limited. During the year the Company converted loan of Rs. 500 Crores into equity investment of 500,000,000 shares of Rs. 10 each.

As at As at Particulars 31st March, 2015 31st March, 2014 ( Rsin Crores) ( Rsin Crores)

3. Contingent liabilities and commitments (i) Contingent liabilities :

1. Undertaking issued by the Company to Gujarat Urja Vikas Nigam Limited (GUVNL) to repay the amount received from GUVNL towards sales made prior to Scheduled Commercial Operation Date if Hon'ble Supreme Court gives decision in favour of the GUVNL 135.20 135.20

2. Claims against the Company not acknowledged as debts in respect of:

a. Income Tax 12.90 2.81

b. Service Tax 5.11 5.11

c. Rajasthan Entry Tax - 6.25

d. Custom Duty 133.43 133.43

286.64 282.80

4. Operating lease

The Company has entered into operating lease arrangements for right to use office premises, land and employees' accommodations. The lease agreements are executed for a period ranging between 1 year to 9 years with a renewal clause and also provide for termination by either party by giving a prior notice.

5. The Government of India (GOI) has, vide its letter dated 19th December, 2006, granted approval to the Company's proposal for development, operation and maintenance of the sector specific Special Economic Zone(SEZ) for power over an area of 293-88-10 hectares of the Company's land at Village: Tundra & Siracha, Taluka Mundra, Gujarat. In view thereof, all the benefits available to SEZ developer under Special Economic Zones Act, 2005 and Special Economic Zones Rules, 2006 and amendment made there under are available to the Company.

6. The Company entered into an agreement (PPA) dated 2nd February, 2007 with Gujarat Urja Vikas Nigam Limited (GUVNL) for supply of Power on long term basis subject to certain conditions to be complied within stipulated time. Amongst others, one of the conditions was pertaining to tie- up of fuel supply based on coal to be provided by Gujarat Mineral Development Corporation (GMDC). This agreement did not materialize. Consequent to the same, the Company had terminated the PPA and offered to pay the liquidated damages. However, GUVNL has contested the termination and approached Gujarat Energy Regulatory Commission (GERC) to resolve the matter. GERC held that the agreement cannot be terminated. Against the decision of GERC, the Company filed an appeal before Appellate Tribunal for Electricity (APTEL). APTEL upheld the decision of GERC. The Company has submitted a review petition with APTEL against its decision and has also challenged the decision of APTEL before the Hon'ble Supreme Court of India. Pending the decisions of the review petition filed before APTEL as well as the appeal filed before the Hon'ble Supreme Court, the Company continues to fulfill its obligations under the said PPA.

7.(a) Board of Directors at their meetings held on 28th December, 2013, approved a Scheme of Arrangement ("Scheme") in nature of demerger, under Section 391 to 394 of the Companies Act, 1956. The Scheme with an appointed date of 31st March, 2014, which entails transfer of transmission line business of the Company and Adani Power Maharashtra Limited (wholly owned subsidiary of the Company) into Adani Transmission (India) Limited (wholly owned subsidiary of the Company), was effected during the year, based on attribution of assets and liabilities finally transferred, consequent to the receipt all necessary approvals.

In accordance with Accounting Standard 24, "Discontinuing Operations", the financial results of the transmission line business during the year until discontinuation are as under :

8.(b) Subsequently, by the approval of the Boards of Directors and Shareholders of the Company, divested 90.91% equity investment held by the Company 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 Rs. 311.92 Crores determined on the basis of an independent valuation report. Adani Transmission (India) Limited ceased to be subsidiary of the Company w.e.f. 4th March, 2015.

9. As at 31st March, 2015, the current liabilities (including Rs. 3,746.33 Crores to related parties) exceeded the current assets by Rs. 7,831.77 Crores. The Company plans to meet the financial obligations for the ensusing financial year by using undrawn credit limits, rescheduling payments of dues to certain related parties, internal accruals, refinancing and elongating the repayment period of Rupee Term Loans from Banks and financial support from the holding company. Having regard to the above, the financial statements have been prepared by the Management of the Company on a going concern basis.

10. (a)The Company, under long term Power Purchase Agreements ("the PPAs"), has committed 712 MW capacity each with Uttar Haryana Bijli Vidyut Nigam Limited and Dakshin Haryana Bijli Vidyut Nigam Limited ("Haryana Discoms"), and 1000 MW with Gujarat Urja Vikas Nigam Limited ("GUVNL') in Mundra Plant with a substantially fixed tariff for twenty five years, in addition to 1000 MW to GUVNL under another long term power purchase agreement.

The Company had made an application on 5th July, 2012 under Section 79 of the Electricity Act, 2003 to the Central Electricity Regulatory Commission ("the CERC") for evolving a mechanism for regulating and revising the power tariff on account of frustration and/or occurrence of "Force Majeure" and/or "Change in Law" events under the PPAs with Haryana Discoms and with GUVNL Bid 2 ("the customers"), due to change in circumstances for the allotment of domestic coal by the Government of India and the enactment of new coal pricing regulations by Indonesian Government.

The CERC vide its order dated 2nd April, 2013 rejected the consideration of "Force Majeure" and "Change in Law" and constituted a committee to look into other matters raised in the appeal and give its recommendations. The CERC, after considering the recommendations of the committee, vide its order dated 21st February, 2014, concluded that the Company is entitled to a Compensatory Tariff ("the CT") from Scheduled Commercial Operation Dates (SCODs) of the plants, over and above the tariff agreed under the PPAs entered into with the customers for a limited period till the events which occasioned for such compensation exists.

The customers had filed appeals against the above orders with the Appellate Tribunal for Electricity ("the APTEL'). The Company had filed an appeal against the CERC order dated 2nd April, 2013 which was not admitted by the APTEL vide its order dated 31st October, 2014 citing delay in filing appeal.

The Company filed an appeal with the Supreme Court against the said APTEL order. The Supreme Court vide its order dated 31st March, 2015, had allowed the Company to argue on the grounds of "Force Majeure" and "Change in law" in respect of the above matters before the APTEL.

On 21st July, 2014, the APTEL passed an interim order allowing the CT to be paid effective from March, 2014 and staying payment of the CT of earlier periods pending disposal of the appeal. Subsequently, in response to an appeal filed with the Hon. Supreme Court by Haryana Discoms against the aforesaid interim order, the Supreme Court, vide its order dated 25th August, 2014, has, in view of a statement made by the Company's counsel that the Company would accept the payment in terms of the PPAs without prejudice to its claim since the compensatory tariff related issue is already being heard by the APTEL, rendered the previous orders of the CERC and the APTEL inoperative and directed the APTEL to dispose of the appeals expeditiously.

As per the assessment by the Management it would not be unreasonable to expect ultimate collection of the CT including for the past periods based on the legal advice that the Company continues to have a strong case. In view of the aforesaid, the Company has recognised revenue on account of the CT of Rs. 857.35 Crores for the year ended 31st March, 2015 and Rs. 1,843.12 Crores for the previous year. Congruently, the Management has considered cash inflows on account of the CT for determining the 'value in use' of the power plants in terms of Accounting Standard (AS) 28, Impairment of Assets and concluded that no provision for impairment is considered necessary at this stage.

(b)The Company has also filed a similar petition seeking additional tariff with the CERC under another long term Power Purchase Agreement with GUVNL for committed capacity aggregating to 1000 MW The Management of the Company expects a favourable order on similar lines as the aforesaid order dated 21st February, 2014 considering that the salient facts and circumstances are the same.

11. The Company has determined the recoverable amounts of the Power Plants under Accounting Standard (AS) 28, Impairment of Assets on the basis of their Value in Use by estimating the future cash inflows over the estimated useful life of the Power Plants. Further, the cash flow projections are based on estimates and assumptions relating to tariff, operational performance of the Plants, market prices of coal and other fuels, exchange variations, inflation, terminal value etc. which are considered reasonable by the Management.

On a careful evaluation of the aforesaid factors, the Management of the Company has concluded that the Recoverable Amounts of the Power Plants are higher than their carrying amounts as at 31st March, 2015. However, if these estimates and assumptions change in future, there could be a corresponding impact on the recoverable amounts of the Plants.

12. The carrying amounts of long-term investments in equity shares of wholly owned subsidiary companies viz. Adani Power Maharashtra Limited ("APML') and Adani Power Rajasthan Limited ("APRL') are Rs. 4205.92 Crores (Previous Year Rs. 4205.92 Crores) and Rs. 1200.00 Crores (Previous Year Rs. 700.00 Crores) respectively, as at 31st March, 2015. Long term loans and advances (Refer Note 16) include loans given to APML and APRL of Rs. 2560.94 Crores (Previous Year Rs. 2390.03 Crores) and Rs. 1626.44 Crores (Previous Year Rs. 1775.56 Crores) respectively, as at 31st March, 2015.

APML and APRL owns and operates 3300 MW and 1320 MW coal based power plants respectively with almost entire capacities tied up under power purchase agreements ("PPAs") for twenty five years with substantially fixed tariff. The PPAs for these plants were made based on the commitments/ understanding that domestic coal linkages would be available to meet the fuel requirements. However, adequate coal linkages were not made available due to various reasons not attributable to the Company. In response to the Company's plea for compensating the losses due to above, the respective state electricity regulators and CCEA have granted part relief in form of compensatory tariffs. The Company's management also expects that the required coal linkages will be made available on the mechanism being worked out by the Power Ministry and until then the Compensatory Tariffs would substantially compensate the operational losses. Considering these factors, the Management of the Company has concluded that diminution in value of the investments as at 31st March, 2015, is not other than temporary, and accordingly, provision for diminution in carrying values of aforesaid investments in terms of Accounting Standard (AS) 13, Accounting for Investments, or against the loans, is not required to be recognized.

13. The Company had, pursuant to a Memorandum of Understanding dated 1st December, 2006 ("the MOU") with Brakel Kinnaur Power Private Limited ("Brakel"), given interest free advances of Rs. 288.45 Crores to Brakel during earlier financial years which were, in turn, deposited by Brakel with the Government of Himachal Pradesh ("the GoHP") in relation to 960 MW hydro power plant project ("the project") awarded to it by the GoHP and an agreement was signed between GoHP and Brakel for execution of the project. As per the MOU, the Company was to become a co-venturer in the project at a later date. In 2009, Brakel had filed an application with the GoHP to seek approval to add the Company as a consortium partner, which was not responded by the GoHP. In view of various litigations related to the awarding of the project, Special Leave Petition ("SLP") was filed by Brakel and an Interim Application ("IA") was filed by the Company with Supreme Court to intervene.

In March 2014, the GoHP issued a show cause notice to Brakel for forfeiture of the aforesaid deposit for the losses caused to the GoHP due to non-compliance of the terms of the agreement. Brakel had since withdrawn the SLP and in turn the IA by Company stood withdrawn. In the meanwhile, Brakel had requested the GoHP to refund aforesaid deposit directly to the Company. Accordingly, the Company has been pursuing refund directly from GoHP. The GoHP has since acknowledged receipt of funds from the Company.

The Management of the Company is confident of recovery of the aforesaid amount based on the legal advice that the Company has a good case including its right to a legal remedy. Accordingly, no provision with respect to the said advance is considered necessary at this stage.

14. During the year, Company has entered into a definitive agreement with the owners of Udupi Power Corporation Limited ("UPCL') for acquiring their entire stake in UPCL from the said owners of UPCL. UPCL is located in the state of Karnataka and has operational thermal power generation capacity of 1200 MW with a captive jetty of 4 million tons per annum. As at 31st March, 2015, the Company has paid advance consideration of Rs. 742.00 Crores. Subsequent to the year end, on 20th April, 2015, on receipt of all consents and approvals, the Company has acquired 100% stake of UPCL.

15. During the year, the Company has executed a Share Purchase Agreement for acquisition of 100% stake in Korba West Power Company Ltd ("KWPCL') which owns a 600 MW Coal based thermal power plant in state of Chhattisgarh, with Avantha Power and Infrastructure Limited subject to necessary approvals and consents. As at 31st March, 2015, the Company has paid advance consideration of Rs. 979.61 Crores.

16. During the year, the Company participated in the e-auction of coal blocks conducted by the Nominated Authority of the Ministry of Coal, Government of India and has successfully secured the block at Jitpur in the state of Jharkhand. The vesting of the coal block is in process.

17. The Board of Directors at their meeting held on 30th January, 2015, had approved a composite Scheme of Arrangement ("Scheme") under section 391 and 394 of the Companies Act, 1956, between Adani Enterprises Limited, the holding Company ("AEL'), Adani Ports and Special Economic Zone Limited ("APSEZ"), Adani Transmission Limited ("ATL') and Adani Mining Private Limited ("AMPL') and the Company, for the demerger of various businesses of AEL and simplification of the group structure. As a result of this Scheme, Power Undertaking of AEL will be demerged into the Company alongwith its assets and liabilities from the appointed date of 1st April, 2015, subject to the necessary regulatory approvals and consents. Pursuant to the demerger of the Power Undertaking of AEL into Company and based on fair valuation done, the Company shall issue and allot new equity shares to the equity shareholders of AEL in the ratio of 18596 equity shares in Company for every 10000 equity shares held by the equity shareholder in AEL. The equity shares held by AEL in Company will be cancelled pursuant to the Scheme becoming effective. The Hon'ble High Court of Gujarat vide its order dated 7th May, 2015 has approved the Scheme.

18. The Company has taken various derivatives to hedge its loans. The outstanding position of derivative instruments are as under:

19. There are no Micro, Small and Medium Enterprises, to whom the Company owes dues, which are outstanding as at the Balance Sheet date. The above information has been determined to the extent such parties have been identified on the basis of information available with the Company. This has been relied upon by the auditors.

20. Pursuant to the Accounting Standard (AS-20) - Earnings per Share, the disclosure is as under:

21.The Company's activities during the year revolve around power generation. Considering the nature of Company's business and operations, there is only one reportable segments (business and/or geographical) in accordance with the requirements of Accounting Standard 17 - 'Segment Reporting', prescribed under Company (Accounts) Rules, 2014.

22.Interest income comprises of interest from fixed deposits with banks Rs. 29.84 Crores (Previous Year Rs. 71.92 Crores), interest from loans & advances Rs. 342.71 Crores (Previous Year Rs. 494.18 Crores), interest on tax refunds Rs. 0.57 Crores (Previous Year Rs. 4.41 Crores) and interest on other Rs. 0.80 Crores (Previous Year Rs. 1.40 Crores).

23. In the opinion of the management and to the best of their knowledge and belief, the value under the head of current assets are approximately of the value stated, if realised in ordinary course of business, unless stated otherwise. The provision for all the known liabilities is adequate and not in excess of amount considered reasonably necessary.

24. As per Accounting standard 15 "Employee Benefits", the disclosure as defined in the accounting standard are given below.

(a) Defined Benefit Plan

The Company operates a defined benefit plan (the Gratuity plan) covering eligible employees, which provides a lump sum payment to vested employees at retirement, death, incapacitation or termination of employment, of an amount based on the respective employee's salary and the tenure of employment.

The status of gratuity plan as required under AS-15 (revised):

vii. The Company has defined benefit plans for Gratuity to eligible employees, the contributions for which are made to Life Insurance Corporation of India who invests the funds as per Insurance Regulatory Development Authority guidelines.

Not Available

The discount rate is based on the prevailing market yields of Government of India securities as at the balance sheet date for the estimated term of the obligations.

The expected contributions for Defined Benefit Plan for the next financial year will be in line with FY 2014-15.

The actuarial liability for compensated absences (Privilege Leave) as at the year ended 31st March, 2015 is Rs.17.41 Crores (Previous Year Rs. 9.20 Crores)

The actuarial liability for compensated absences (Sick Leave) as at the year ended 31st March, 2015 is Rs. 2.12 Crores (Previous Year Rs. 4.02 Crores)

(b) Defined Contribution Plan

Contribution to Defined Contribution Plans, recognised in Statement of Profit and Loss, for the year is as under:

25.The details of loans and advances of the Company outstanding at the end of the year as required by the amendment to the Clause 32 of the Listing Agreement vide SEBI circular No. 2/2003 of 10th January, 2003.

26.Related party transactions

a. List of related parties and relationship

Description of relationship Name of Related Parties

Ultimate Controlling Entity Shantilal Bhudhermal Adani Family Trust (SBAFT)

Holding Company Adani Enterprises Limited

Subsidiaries Adani Power Maharashtra Limited

Adani Power Rajasthan Limited

Adani Power (Karnataka) Limited (w.e.f. 16th February, 2015) Adani Transmission (India) Limited (up to 3rd March, 2015)

Adani Power Resources Limited

(Formerly known as Adani Transmission (Maharashtra) Limited)

Fellow subsidiaries Adani Power Dahej Limited

Adani Pench Power Limited

Kutchh Power Generation Limited

Maharashtra Eastern Grid Power Transmission Company Limited

Adani Hazira Port Private Limited

Adani Hospitals Mundra Private Limited

Adani Mining Private Limited

Adani Shipping Pte Limited

Adani Welspun Exploration Limited

Adani Infra (India) Limited

Adani Gas Limited

Chemoil Adani Private Limited

Adani Ports and Special Economic Zone Limited

MPSEZ Utilities Private Limited

Karnavati Aviation Private Limited

Adani Global Pte Limited

Adani Kandla Bulk Terminal Private Limited

Adani Transmission (India) Limited (w.e.f. 4th March, 2015)

Adani Transmission Limited

Entities on which one or more Key Adani Wilmar Limited Management Personnel ("KMP")have Adani Properties Private Limited a significant influence / controls Shanti Builders - Partnership firm

Adani Foundation Adani Advisory LLP

Key management personnel and their Mr. Gautam S. Adani, Chairman Relatives Mr. Rajesh S. Adani, Managing Director

Mr. Vneet S Jaain, Executive Director

Mr. Vinod S. Adani (Relative of Key management personnel)

(Figures below Rs. 50, 000 are denominated by :

The transactions with related parties during the year are shown net of taxes.

(Figures below Rs. 50, 000 are denominated by )

27. Previous year figures have been regrouped and rearranged wherever necessary to conform to this year's classification.


Mar 31, 2014

1. Corporate information

Adani Power Limited ("the Company") is a public company domiciled in India and incorporated under the provisions of Companies Act, 1956. The Company together with its subsidiaries currently has three power projects with a combined installed capacity of 9240 MW, out of which 8580 MW has been commissioned. The Company intends to sell the power generated from these projects under a combination of long term Power Purchase Agreements and on merchant basis. The Company gets synergetic benefit of the integrated value chain of Adani group.

As at As at Particulars 31st March 2014 31st March 2013

( Rs. in Crores) ( Rs. in Crores)

2. Contingent liabilities and commitments (to the extent not provided for) :

(i) Contingent liabilities :

1. Undertaking issued by the Company to Gujarat Urja Vikas Nigam Limited (GUVNL) to repay the amount received from GUVNL towards sales made prior to Scheduled Commercial Operation Date if Hon''ble Supreme Court gives decision in favour of the GUVNL. 135.20 -

2. Claims against the Company not acknowledged as debts in respect of:

a. Income Tax 2.81 2.81

b. Service Tax 5.11 5.11

c. Rajasthan Entry Tax 6.25 6.25

d. Custom Duty 133.43 133.43

282.80 147.60 (ii) Commitments :

Estimated amount of contracts remaining to be executed on capital account and not provided for 24.58 111.38

Equity Infusion in Subsidiaries - 215.22

24.58 326.60

3. Operating lease:

The Company has entered into operating lease arrangements for right to use office premises, land and employees'' accommodations. The lease agreements are executed for a period ranging between 1 year to 9 years with a renewal clause and also provide for termination by either party by giving a prior notice.

4 The Government of India (GOI) has, vide its letter dated 19th December 2006, granted approval to the Company''s proposal for development, operation and maintenance of the sector specific Special Economic Zone (SEZ) for power over an area of 293-88-10 hectares of the Company''s land at Village: Tunda & Siracha, Taluka Mundra, Gujarat. In view thereof, all the benefits available to SEZ developer under Special Economic Zones Act, 2005 and Special Economic Zones Rules, 2006 and amendment made there under are available to the Company.

5 Total number of electricity units sold during the year 27,125 MUs (Previous Year – 20,051 MUs)

6 The Company entered into an agreement (PPA) dated 2nd February, 2007 with Gujarat Urja Vikas Nigam Limited (GUVNL) for supply of Power on long term basis subject to certain conditions to be complied within stipulated time. Amongst others, one of the conditions was pertaining to tie- up of fuel supply based on coal to be provided by Gujarat Mineral Development Corporation (GMDC). This agreement did not materialize. Consequent to the same, the Company had terminated the PPA and offered to pay the liquidated damages. However, GUVNL has contested the termination and approached Gujarat Energy Regulatory Commission (GERC) to resolve the matter. GERC held that the agreement cannot be terminated. In response to the decision of GERC, the Company filed an appeal before Appellate Tribunal for Electricity (APTEL). APTEL upheld the decision of GERC. The Company has submitted a review petition with APTEL against its decision and has also challenged the decision of APTEL before the Hon''ble Supreme Court of India. Pending the decisions of the review petition filed before APTEL as well as the appeal filed before the Hon''ble Supreme Court, the Company continues to fulfill its obligations under the said PPA.

7 The Company has sold investments in the wholly owned subsidiaries Adani Pench Power Ltd, Kutchh Power Generation Ltd and Adani Power Dahej Ltd at a cost price of Rs. 0.05 crores each to its holding company Adani Enterprises Ltd on 28th September, 2013.

8 Board of Directors at their meetings held on 28th December, 2013 approved a Scheme of Arrangement ("Scheme") in nature of demerger, under Section 391 to 394 of the Companies Act, 1956. The Scheme with an appointed date of 31st March, 2014, subject to necessary approvals by the Hon''ble High Court of Gujarat & relevant statutory authorities, entails transfer of transmission line business of the Company and Adani Power Maharashtra Limited (wholly owned subsidiary of the Company) into Adani Transmission (India) Limited (Formerly known as Adani Transmission (Gujarat) Limited) (wholly owned subsidiary of the Company).

In accordance with Accounting Standard 24, "Discontinuing Operations", the financial results of the transmission line business during the year until discontinuation are as under :

9 As at 31st March, 2014, the current liabilities (including Rs. 4390.06 Crores to related parties) exceeded the current assets by Rs. 8656.17 Crores. The Company plans to meet the working capital requirement for the forthcoming year by using undrawn credit limits, rescheduling the payments to certain related parties, generating internal accruals from future tariff and receiving the continual financial support from the holding company. Having regard to the above, the financial statements have been prepared by the Management of the Company on a going concern basis.

10 The Company, under long term Power Purchase Agreements ("the PPAs"), has committed 712 MW capacity each with Uttar Haryana Bijli Vidyut Nigam Limited and Dakshin Haryana Bijli Vidyut Nigam Limited ("Haryana Discoms"), and 1000 MW with Gujarat Urja Vikas Nigam Limited ("GUVNL") in Mundra Plant with a substantially fixed tariff for twenty five years.

The Company had made an application on 5th July, 2012 under Section 79 of the Electricity Act, 2003 to the Central Electricity Regulatory Commission ("CERC") for evolving a mechanism for regulating and revising the power tariff on account of frustration and / or occurrence of "Force Majeure" and / or "Change in Law" events under the PPAs with Haryana Discoms and with GUVNL ("the customers"), due to the change in circumstances for the allotment of domestic coal by the Government of India and the enactment of new coal pricing regulations by Indonesian Government.

The CERC has, after considering the recommendations of a committee appointed for the purpose, vide its order dated 21st February, 2014, decided that the Company is entitled to the Compensatory Tariff from Scheduled Commercial Operation Date (SCOD), over and above the tariff agreed under the PPAs entered into with the customers for a limited period till the events which occasioned such compensation exists. The said order states that the Compensatory Tariff till 31st March, 2013 aggregating Rs. 829.75 Crores shall be paid by the customers in equal monthly installments over a period of not more than 36 months from the date of the order and the Compensatory Tariff for the period from 1st April, 2013 onwards shall be determined as per the formula prescribed in the said 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.

Subsequent to the above CERC order, the customers have filed appeals with the Appellate Tribunal for Electricity ("APTEL") challenging the CERC order and have also requested APTEL to grant a stay on the enforcement of the order. APTEL has sought replies from the Company and has set the next date of hearing on 22nd May, 2014. As of date, APTEL has neither granted the stay nor has passed an order setting aside the said CERC order.

The Management of the Company has been legally advised that the CERC order is enforceable as on date and is in operation and that the Company has a good arguable case in support of the CERC order with respect to the appeals filed by the customers against the said order with APTEL considering, inter alia, that:

a) Ld. Attorney General of India in his opinion dated 7th August, 2012 on the request of Forum of Regulators has opined that "regulate'' under Section 79(1)(b) can even take within its ambit regulation/revision in price of rate adopted in Section 63 of the Electricity Act, 2003.

b) The CERC has observed that under Section 79(1)(b) of the Electricity Act, 2003, CERC has the power to regulate the tariff of generating companies. Although the tariff of the PPAs are determined under Section 63 of the Electricity Act, 2003 (i.e. competitive bidding), it does not eclipse or take away the regulatory powers of CERC under Section 79(1)(b) and 79(1)(f), to be exercised on the basis of the principles envisaged in Section 61 of the Electricity Act, 2003.

In view of the above, and the assessment by the Management of the Company that it would not be unreasonable to expect ultimate collection of the amount involved as detailed below, the Management of the Company has recognized aggregate revenue of Rs. 1843.12 Crores comprising lump sum compensation of Rs. 829.75 Crores towards the Compensatory Tariff till 31st March 2013 and an amount of Rs. 1013.37 Crores being the Compensatory Tariff for the period from 1st April, 2013 to 31st March, 2014 as revenue from operations.

The Company has also filed a similar petition seeking additional tariff with the CERC under another long term Power Purchase Agreement with GUVNL for committed capacity aggregating to 1000 MW. The Management of the Company expects a favourable order on similar lines as the aforesaid order dated 21st February, 2014 considering that the salient facts and circumstances are the same.

11 The Company has determined the Recoverable Amounts of the Power Plants under Accounting Standard (AS) 28, Impairment of Assets on the basis of their Value in Use by estimating the future cash inflows over the estimated useful life of the Power Plants. Further, the cash flow projections are based on estimates and assumptions relating to tariff, operational performance of the Plants, market prices of coal and other fuels, exchange variations, inflation, terminal value etc. which are considered reasonable by the Management.

On a careful evaluation of the aforesaid factors, the Management of the Company has concluded that the Recoverable Amounts of the Power Plants are higher than their carrying amounts as at 31st March, 2014. However, if these estimates and assumptions change in future, there could be a corresponding impact on the Recoverable Amounts of the Plants.

12 In an earlier financial year, based on the Memorandum of Understanding ("MOU") signed between the Company and Brakel Kinnaur Power Private Limited ("Brakel"), the Company had given interest free advance aggregating Rs. 288 Crores which in turn was deposited by Brakel with Government of Himachal Pradesh (GoHP) in relation to 960 MW hydro power plant awarded to it by GoHP. As per the MOU, the Company was to become a co-venturer for the project at a later date. In 2009, Brakel had filed an application with GoHP to seek approval to add the Company as a consortium partner, which was not responded by GoHP.

In March 2014, GoHP issued a show cause notice to Brakel for forfeiture of the said deposit / advance amount of Rs. 281 Crores for the losses caused to GoHP due to non-compliance of the terms of the agreement. In the meanwhile, Brakel had conveyed it''s no objection to GoHP to grant the refund of the aforesaid deposit / advance directly to the Company. However, based on legal opinion obtained, the Management of the Company is confident of recovery of the aforesaid amount and, accordingly, no provision has been considered necessary at this stage.

13 There are no Micro, Small and Medium Enterprises, to whom the Company owes dues, which are outstanding as at the Balance Sheet date. The above information has been determined to the extent such parties have been identified on the basis of information available with the Company. This has been relied upon by the auditors.

14 The Company''s activities during the year revolve around power generation. Considering the nature of Company''s business and operations, there is no reportable segments (business and/or geographical) in accordance with the requirements of Accounting Standard 17 – ''Segment Reporting'', prescribed under Company (Accounting Standards) Rules, 2006.

15 Interest Income comprises of interest from fixed deposits with banks Rs. 71.92 Crores (Previous Year Rs. 136.70 Crores), Interest from loans and advances Rs. 494.18 Crores (Previous Year Rs. 368.07 Crores), interest on tax refunds Rs. 4.41 Crores (Previous Year Rs. NIL) and interest on others Rs. 1.40 Crores (Previous Year Rs. 1.19 Crores)

16 In the opinion of the management and to the best of their knowledge and belief, the value under the head of current assets are approximately of the value stated, if realised in ordinary course of business, unless stated otherwise. The provision for all the known liabilities is adequate and not in excess of amount considered reasonably necessary.

17 The Company operates a defined benefit plan (the Gratuity plan) covering eligible employees, which provides a lump sum payment to vested employees at retirement, death, incapacitation or termination of employment, of an amount based on the respective employee''s salary and the tenure of employment.

i. The Company has defined benefit plans for Gratuity to eligible employees. The contributions for which are made to Life Insurance Corporation of India who invests the funds as per Insurance Regulatory Development Authority guidelines.

# Not Available

The discount rate is based on the prevailing market yields of Government of India securities as at the balance sheet date for the estimated term of the obligations.

The expected contributions for Defined Benefit Plan for the next financial year will be in line with FY 2013-14.

The actuarial liability for compensated absences (Privilege Leave) as at the year ended 31st March 2014 is Rs. 9.20 Crores (Previous Year Rs. 3.46 Crores).

The actuarial liability for compensated absences (Sick Leave) as at the year ended 31st March 2014 is Rs. 4.02 Crores (Previous Year Rs. NIL).

18 The details of loans and advances of the Company outstanding at the end of the year as required by the amendment to the clause 32 of the listing agreement vide SEBI circular No. 2/2003 of 10th January, 2003.

19 Related party transactions

a. List of related parties and relationship

(I) Related parties where control exist Subsidiaries and step down subsidiaries:

Adani Power Maharashtra Limited

Adani Power Rajasthan Limited

Adani Transmission (India) Ltd.(w.e.f. 2nd December, 2013)

(Formerly known as Adani Transmission (Gujarat) Limited)

Adani Transmission (Maharashtra) Limited

(w.e.f. 4th December, 2013)

Adani Power Dahej Limited (up to 27th September, 2013)

Adani Pench Power Limited (up to 27th September, 2013)

Kutchh Power Generation Ltd (up to 27th September, 2013)

(II) Other related parties

Holding Company Ultimate Controlling Entity Fellow subsidiaries

Adani Enterprises Limited

Shantilal Bhudhermal Adani Family Trust (SBAFT)

Adani Power Dahej Limited (w.e.f. 28th September, 2013)

Adani Pench Power Limited (w.e.f. 28th September, 2013)

Kutchh Power Generation Ltd (w.e.f. 28th September, 2013

Maharashtra Eastern Grid Power Transmission

Company Limited

Adani Hazira Port Pvt. Limited

Adani Mining Pvt. Limited

Adani Shipping Pte Limited

Adani Welspun Exploration Limited

Adani Infra (India) Limited

Adani Gas Limited

Chemoil Adani Private Limited

Adani Ports and Special Economic Zone Limited

(Formerly known as Mundra Port and Special Economic

Zone Limited)

MPSEZ Utilities Private Limited

Karnavati Aviation Private Limited

Adani Global Pte Limited

Adani Kandla Bulk Terminal Private Limited

Entities on which one or more Key Management Personnel have a significant influence / controls

Adani Wilmar Limited

Adani Properties Private Limited

Shanti Builders - Partnership firm

Adani Foundation

Adani Advisory LLP

Key management personnel and their Relatives

Mr. Gautam S. Adani, Chairman

Mr. Rajesh S. Adani, Managing Director

Mr. Vneet S Jaain, Executive Director

Mr. Vinod S. Adani (Relative of Key management personnel)


Mar 31, 2013

1 Corporate information

Adani Power Limited (the Company) is a public company domiciled in India and incorporated under the provisions of Companies Act, 1956. The Company together with its subsidiaries currently has six power projects with a combined installed capacity of 16500 MW, out of which 5280 MW has been commissioned. The Company intends to sell the power generated from these projects under a combination of long term Power Purchase Agreements and on merchant basis. The Company gets synergetic benefit of the integrated value chain of Adani group.

During the year, the Company''s two Power Generating Units of 660 MW each (Previous Year - Total 1320 MW) commenced commercial operations resulting into total power generating capacity to 4620 MW and commissioned 500 KVA high voltage direct current transmission line with a capacity to wheel upto 2,500 MW of power, from Mundra, Gujarat to Mohindergarh, Haryana.

2 Operating lease:

The Company has entered into operating lease arrangements for right to use office premises, land and employees'' accommodations. The lease agreements are executed for a period ranging between 1 year to 14 years with a renewal clause and also provide for termination by either party by giving a prior notice.

3 The Government of India (GOI) has, vide its letter dated 19th December, 2006, granted approval to the Company''s proposal for development, operation and maintenance of the sector specific Special Economic Zone(SEZ) for power over an area of 293-88-10 hectares of the Company''s land at Village: Tunda & Siracha, Taluka Mundra, Gujarat. In view thereof, all the benefits available to SEZ developer under Special Economic Zones Act, 2005 and Special Economic Zones Rules, 2006 and amendment made there under are available to the Company.

4 Total number of electricity units sold during the year 20,051 MUs (Previous Year - 12,350 MUs)

5 The Company entered into an agreement (PPA) dated 2nd February, 2007 with Gujarat Urja Vikas Nigam Limited (GUVNL) for supply of Power on long term basis subject to certain conditions to be complied within stipulated time. Amongst others, one of the conditions was pertaining to tie- up of fuel supply based on coal to be provided by Gujarat Mineral Development Corporation (GMDC). This agreement did not materialize. Consequent to the same, the Company had terminated the PPA and offered to pay the liquidated damages. However, GUVNL has contested the termination and approached Gujarat Energy Regulatory Commission (GERC) to resolve the matter. GERC held that the agreement cannot be terminated. Against the decision of GERC, the Company filed an appeal before Appellate Tribunal for Electricity (APTEL). APTEL upheld the decision of GERC. The Company has submitted a review petition with APTEL against its decision and has also challenged the decision of APTEL before the Hon''ble Supreme Court of India. Pending the decisions of the review petition filed before APTEL as well as the appeal filed before the Hon''ble Supreme Court, and the matter being sub-judice, no effect has been given in these financial statements.

6 During the year, Company has sold investment in the wholly owned subsidiary Adani Shipping PTE Limited at a profit of Rs. 51.70 Crores. Investments in - Mundra Power SEZ Limited of Rs. 0.05 Crores, Adani Power PTE Limited of Rs. 0.01 Crores and Adani Power (Overseas) Limited of Rs. 0.05 Crores have been written off as these wholly owned subsidiaries have been wound-up during the year.

7 (a) The Company''s scheme of amalgamation (''the Scheme'') between the Company (Transferee Company) and Growmore Trade and Investment Private Limited (referred to as ''Transferor Company'') under section 391 to 394 of the Companies Act, 1956 has been sanctioned by the Hon''ble High Court of Gujarat vide its order dated 29th October, 2012. As per the Scheme, "the Appointed Date" is 1st April, 2011 and "the Effective Date" is 2nd November, 2012 (the date on which the order of Hon''ble High Court has been filed with the Registrar of Companies, Gujarat by the Company).

In terms of the Scheme, the Transferor Company has been merged with the Company, upon which the undertaking and the entire business, including all assets and liabilities of the Transferor Company with retrospective effect from the Appointed Date i.e. 1st April, 2011 stand transferred to and vested in the Transferee Company. The amalgamation has been accounted under the "pooling of interest method" laid down by Accounting Standard 14 (Accounting for amalgamations) prescribed under Companies (Accounting Standard) Rules, 2006 and the assets and liabilities transferred have been recorded at their book values. Accordingly, Growmore''s investment in the subsidiary of the Company - Adani Power Maharashtra Limited ("APML'') is considered as investment of the Company, resulting into APML becoming 100% subsidiary of the Company.

(b) Pursuant to the Scheme, in consideration of the transfer, the Company allotted 21,32,36,910 equity shares of Rs. 10 each to the shareholders of the Transferor Company in the ratio of 16,615 equity shares of the Transferee Company credited as fully paid up for every 10,000 equity shares fully paid up held by the shareholders of the Transferor Company.

(c) The expenses of the Transferor Company for the period from the Appointed Date i.e.1st April, 2011 to 2nd November, 2012 and thereafter, have been disclosed as expenses in the Statement of Profit and Loss of the Company.

(d) Details of assets and liabilities acquired on amalgamation and treatment of the difference between the net assets acquired and cost of investment by the Transferee Company in the Transferor Company together with the shares issued to its shareholders with effect from the Appointed Date are as under:

8 The Company has sent request letters for balance confirmations to the trade receivables, trade payables and loans and advances parties. These balances as stated in the balance sheet, are subject to adjustments of differences, if any, on receipt of such confirmations from the parties.

9 In the opinion of the management and to the best of their knowledge and belief, the value under the head of current assets are approximately of the value stated, if realized in ordinary course of business, unless stated otherwise. The provision for all the known liabilities is adequate and not in excess of amount considered reasonably necessary.

10 There are no Micro, Small and Medium Enterprises, to whom the Company owes dues, which are outstanding as at the Balance Sheet date. The above information has been determined to the extent such parties have been identified on the basis of information available with the Company. This has been relied upon by the auditors.

11 Pursuant to the Accounting Standard (AS- 20) - Earnings per Share, the disclosure is as under:.

12 The Company''s activities during the year revolve around power generation. Considering the nature of Company''s business and operations, there is no reportable segments (business and/or geographical) in accordance with the requirements of Accounting Standard 17 - ''Segment Reporting'', prescribed under Company (Accounting Standards) Rules, 2006.

13 The Company operates a defined benefit plan (the Gratuity plan) covering eligible employees, which provides a lump sum payment to vested employees at retirement, death, incapacitation or termination of employment, of an amount based on the respective employee''s salary and the tenure of employment.

14 Related party transactions

a. List of related parties and relationship

(I) Related parties where control exist

Subsidiaries and step down subsidiaries:

Adani Power Maharashtra Limited

Adani Power Rajasthan Limited

Adani Power Dahej Limited

Adani Pench Power Limited

Adani Power (Overseas) Ltd., UAE (upto 30.12.2012)

Adani Power Pte Ltd (upto 05.12.2012)

Mundra Power SEZ Ltd. (upto 27.02.2013)

Kutchh Power Generation Limited

Adani Shipping Pte Limited (upto 18.10.2012)

Rahi Shipping Pte Limited (upto 18.10.2012)

Vanshi Shipping Pte Limited (upto 18.10.2012)

Aashna Maritime Inc. (upto 18.10.2012)

Aanya Maritime Inc. (upto 18.10.2012)

(II) Other related parties

Holding Company Adani Enterprises Limited

Fellow subsidiaries Adani Mining Pvt. Limited

Adani Welspun Exploration Limited

Adani Infra (India) Limited

Adani Gas Limited

Chemoil Adani Private Limited

Adani Ports and Special Economic Zone Limited

(Formerly known as Mundra Port and Special

Economic Zone Limited)

MPSEZ Utilities Private Limited Karnavati Aviation Private Limited Adani Global Pte Limited Adani Kandla Bulk Terminal Private Limited

Other parties which are significantly influenced by the Company (either individually or with other)

Adani Wilmar Limited

Adani Properties Private Limited

Adani Renewable Energy LLP (upto 08.01.2013)

Shanti Builders - Partnership firm

Adani Foundation

Adani Advisory LLP

Key management personnel Mr. Gautam S. Adani, Chairman

Mr. Rajesh S. Adani, Managing Director Mr. Ravi Sharma, Whole-time Director (Up to 13.05.2012) and Executive Director (from 14.05.2012 to 30.06.2012) Mr. Vneet S Jaain, Executive Director (w.e.f 14.05.2012) Relatives of above

15 Previous year figures have been regrouped and rearranged wherever necessary to conform to this year''s classification.


Mar 31, 2012

1 Corporate Information

Adani Power Limited (the Company) is a public company domiciled in India and incorporated under the provisions of Companies Act, 1956. The Company together with its subsidiaries currently has six power projects with a combined installed capacity of 16,500 MW, out of which 4,620 MW has been commissioned. The Company intends to sell the power generated from these projects under a combination of long term Power Purchase Agreements and on merchant basis. The Company gets synergetic benefit of the integrated value chain of Adani group.

During the year, the Company's two Power Generating Units of 660 MW each (Previous Year - total 1,320 MW) commenced commercial operations resulting into total power generating capacity to 3,300 MW.

a. Terms/rights attached to equity shares

The Company has only one class of equity shares having par value of Rs 10 per share. Each holder of equity shares is entitled to vote per share.

Notes:

1. The above secured borrowings are secured by:

a. The security details for the financial year 2011 - 2012

1. Rupee Term Loans from Banks aggregating to Rs 5,075.96 Crores and from Financial Institution Rs 370.00 Crores and Foreign Currency Loans aggregating to Rs 5,768.15 Crores and Bills Discounted under Letters of Credit from a bank of Rs 666.26 Crores are secured / to be secured by first mortgage and charge on all immovable and movable assets, both present and future of Phase I, II, III and Transmission Line Project on paripassu basis.

2. Rupee Term Loan from Banks aggregating to Rs 200.00 Crores and Foreign Currency Loan of Rs 460.41 Crores are secured /to be secured by first paripassu charge on revenue and receivable of Phase I, II, III and Transmission Line Project and second paripassu charge on other Project immovable and movable assets of Phase I, II, III and Transmission Line Project.

3. Bills Discounted under Letters of Credit from banks aggregating to Rs 5,686.84 Crores are secured by first mortgage and charge on all immovable and movable assets, both present and future of Phase IV, on paripassu basis.

4. The above Secured Loans are further secured by pledge of 32,67,86,777 Equity Shares of the Company through execution of Pledge Agreement with Adani Enterprise Limited as First charge for Secured Loans from banks aggregating to Rs 6,778.69 Crores.

5. Bills discounted under letters of credit from bank aggregating to Rs 0.94 Crores are secured by fixed deposit cash margin.

6. For current maturities of long-term borrowings, refer note 11 "Other Current Liabilities".

b. The security details for the financial year 2010 - 2011

1. Term Loans from banks aggregating to Rs 3,427.14 Crores and from financial institution Rs 460.00 Crores are secured/to be secured by first mortgage and charge on all immovable and movable assets, both present and future of Phase I and Phase II, on paripassu basis.

2. Bills Discounted under Letters of Credit from a bank of Rs 478.21 Crores is secured by first mortgage and charge on all immovable and movable assets, both present and future of Phase I and Phase II, on paripassu basis.

3. Terms loans from Banks aggregating to Rs 551.85 crores are secured/to be secured by first paripassu charge on revenue and receivables of Phase I and Phase II and second paripassu charge on other project immovable and movable assets of Phase I and Phase II.

4. Term Loans from banks aggregating to Rs 886.41 Crores and from financial institution Rs 296.16 Crores and Bills Discounted under Letters of Credit from banks aggregating to Rs 2,688.90 Crores are secured by first mortgage and charge on all immovable and movable assets, both present and future of Phase III, on paripassu basis.

5. Term Loans from banks aggregating to Rs 89.71 Crores (Subordinate Debt) are secured by second mortgage and charge on all immovable and movable assets, both present and future of Phase III, on paripassu basis.

6. Bills Discounted under Letters of Credit from a bank of Rs 179.70 Crores is to be secured by first mortgage and charge on all immovable and movable assets, both present and future of Phase III, on paripassu basis.

7. Bills Discounted under Letters of Credit from banks aggregating to Rs 4,765.27 Crores are secured by first mortgage and charge on all immovable and movable assets, both present and future of Phase IV, on paripassu basis.

8. Term Loans from banks aggregating to Rs 326.53 Crores (Subordinate Debt) are secured by second mortgage and charge on all immovable and movable assets, both present and future of Phase IV, on paripassu basis.

9. Term Loan from a bank of Rs 120.00 Crores and Bills Discounted under Letters of Credit from banks aggregating to Rs 761.45 Crores are secured by first charge by way of hypothecation on all movable assets, both present and future of Transmission Line Project.

10. The above Secured Loans are further secured by pledge of 32,67,86,777 Equity Shares of the Company through execution of Pledge Agreement with Adani Enterprises Limited as under.

a) First charge for Secured Loans from banks aggregating to Rs 8,636.74 Crores; and

b) Second charge for Secured Loans from banks aggregating to Rs 416.24 Crores.

2. Repayment schedule for the year 2011 - 2012

a. The term loans from bank and financial institutions aggregating to Rs 11,627.52 Crores are repayable in structured instalments ranging from quarterly to yearly.

b. The bills discounted under letters of credit (to be converted into term loans) aggregating to Rs 5,686.85 Crores are repayable in 40 quarterly instalments starting from August 2013.

c. The bills discounted under letters of credit (to be converted into term loans) aggregating to Rs 666.26 Crores are repayable in structured instalments ranging from quarterly to yearly.

d. The bills discounted under letters of credit aggregating to Rs 1,374.58 Crores are repayable upto three years.

3. Repayment schedule for the year 2010 - 2011

a. The term loans from bank and financial institutions aggregating to Rs 4,438.99 Crores are repayable in structured instalments ranging from quarterly to yearly.

b. The term loans from bank and financial institutions aggregating to Rs 1,272.28 Crores are repayable in Instalments payable starting from December 2011 ranging from Quarterly to Half Yearly.

c. The term loans from bank and financial institutions aggregating to Rs 326.53 Crores are repayable in 36 equal quarterly instalments starting from August 2014.

d. The bills discounted under letters of credit (to be converted into term loans) aggregating to Rs 2,688.90 Crores are repayable in 40 equal quarterly instalments starting from December 2011. (After Conversion into Term Loan).

e. The bills discounted under letters of credit (to be converted into term loans) aggregating to Rs 4,765.27 Crores are repayable in 40 quarterly instalments starting from August 2013. (After Conversion into Term Loan).

f. The bills discounted under letters of credit (to be converted into term loans) aggregating to Rs 761.45 Crores are repayable in 40 equal quarterly instalments starting from August 2012. (After Conversion into Term Loan).

g. The bills discounted under letters of credit aggregating to Rs 323.81 Crores are Repayable on maturity of bill upto Three years.

Note.

1. Refer note a and b in note 5 "Long term Borrowings" for details of securities.

2. Bills discounted under letters of credit from banks aggregating to Rs 925.07 Crores (as at 31st March, 2011 Rs Nil) are secured by Fixed Deposit Cash Margin.

3. Bills Discounted under Letters of Credit ( Working Capital Facilities ) from banks of Rs 1,300.15 Crores (as at 31st March, 2011 Rs 657.91 crores) are secured / to be secured by first mortgage and charge on all immovable and movable assets, both present and future of Phase I, II and III and Transmission Line Project, on paripassu basis.

Note:

1. For details of security of Current Maturities of Long term Borrowings refer note 1 a and 1 b in note 5 "Long-term Borrowings"

2. Bills discounted under letters of credit from banks aggregating to Rs 615.06 Crores (as at 31st March, 2011 Rs Nil) are secured by Fixed Deposit Cash Margin.

3. These do not include any amounts due and outstanding to be credited to "Investors' Education and Protection Fund".

As at As at 31st March, 2012 31st March, 2011 (Rs in Crores) (Rs in Crores)

2 Contingent liabilities not provided for in respect of:

Guarantees issued by the Company's bankers 1,007.07 694.54 on behalf of the Company

Letter of Credit facilities provided by banks 14.44 836.29 to the extent not utilised

Bonds submitted to Development Commissioner 3,758.00 3,860.94 on behalf of Government of India

Claims against the Company not acknowledged as debts in respect of:

1. Income Tax 2.81 0.46

2. Service Tax 9.37 -

3. Rajasthan Entry Tax 6.25 -

4,797.94 5,392.23

3 The Government of India (GOI) has, vide its letter dated 19th December, 2006, granted approval to the Company's proposal for development, operation and maintenance of the sector specific Special Economic Zone(SEZ) for power over an area of 293-88-10 hectares of the Company's land at Village: Tundra & Siracha, Taluka Mundra, Gujarat. In view thereof, all the benefits available to SEZ developer under Special Economic Zones Act, 2005 and Special Economic Zones Rules, 2006 and amendment made there under are available to the Company.

4 Total number of electricity units sold during the year 12,350 MUs (Previous Year - 6,769.40 MUs)

5 The Company entered into an agreement (PPA) dated 2nd February, 2007 with Gujarat Urja Vikas Nigam Limited (GUVNL) for supply of Power on long term basis subject to certain conditions to be complied within stipulated time. Amongst others, one of the conditions was pertaining to tie- up of fuel supply based on coal to be provided by Gujarat Mineral Development Corporation (GMDC). This agreement did not materialize. Consequent to the same, the Company had terminated the PPA and offered to pay the liquidated damages. However, GUVNL has contested the termination and approached Gujarat Energy Regulatory Commission (GERC) to resolve the matter. GERC held that the agreement cannot be terminated. Against the decision of GERC, the Company filed an appeal before Appellate Tribunal for Electricity (APTEL). APTEL upheld the decision of GERC. The company has submitted a review petition with APTEL against its decision and has also challenged the decision of APTEL before the Hon'ble Supreme Court of India. Pending the decisions of the review petition filed before APTEL as well as the appeal filed before the Hon'ble Supreme Court, and the matter being sub-judice, no effect has been given in these financial statements.

6 The remuneration paid to the Whole Time Director aggregating to Rs 4.36 Crores is in excess of the limits prescribed under the Companies Act, 1956 for which the Company is in the process of obtaining the Shareholders' approval and applying to the Central Government of India for obtaining requisite approvals.

7 The Company follows accounting policy of providing depreciation on its fixed assets on SLM basis. As regards the rates of depreciation, hitherto, the Company followed the higher of (i) rates as per Appendix III of the Regulations issued by the Central Electricity Regulatory Commission (CERC) dated 19th January, 2009 and (ii) rates prescribed under Schedule XIV to the Companies Act, 1956. In view of Notification No. 51/23/2011-CL-III dated 31st May, 2011 issued by Ministry of Corporate Affairs (MCA), effective from 1st April, 2011, the Company has changed its accounting policy as regards the rates of depreciation and has provided the same at the rates as per Appendix III of CERC (terms and conditions of Tariff) Regulations, 2009. Depreciation for the year is higher by Rs 4.10 Crores and Profit for the year is lower by that amount on account of such changes.

8 The Foreign Exchange Fluctuation Gain / (Loss) of Rs (142.13) Crores ( Previous Year - Rs 28.57 Crores) on outstanding creditors denominated in foreign currency relating to fuel has been adjusted in the fuel cost.

9 The Company has sent request letters for balance confirmations to the trade receivables, trade payables and loans and advances parties. These balances as stated in the balance sheet, are subject to adjustments of differences, if any, on receipt of such confirmations from the parties.

10 In the opinion of the management and to the best of their knowledge and belief, the value under the head of current assets are approximately of the value stated, if realized in ordinary course of business, unless stated otherwise. The provision for all the known liabilities is adequate and not in excess of amount considered reasonably necessary.

11 There are no Micro, Small and Medium Enterprises, to whom the Company owes dues, which are outstanding as at the Balance Sheet date. The above information has been determined to the extent such parties have been identified on the basis of information available with the Company. This has been relied upon by the auditors.

12 The Company's activities during the year revolve around setting up of its power project. Considering the nature of Company's business and operations, there is no reportable segments (business and/or geographical) in accordance with the requirements of Accounting Standard 17 - 'Segment Reporting', prescribed under Company (Accounting Standards) Rules, 2006.

13 The Company operates a defined benefit plan (the Gratuity plan) covering eligible employees, which provides a lump sum payment to vested employees at retirement, death, incapacitation or termination of employment, of an amount based on the respective employee's salary and the tenure of employment.

The actuarial Liability for compensated absences as at the year ended 31st March, 2012 is Rs 2.48 Crores (As at 31st March, 2011 - Rs 1.85 Crores)

14 The Company prepares and presents its financial statement as per Schedule VI to the Companies Act, 1956, as applicable to it from time to time. In view of revision to the Schedule VI as per a notification issued during the year by the Central Government, the financial statements for the financial year ended 31st March, 2012 have been prepared as per the requirements of the Revised Schedule VI to the Companies Act, 1956. The previous year figures have been accordingly regrouped / re-classified to conform to the current year's classification.


Mar 31, 2010

1. Contingent liabilities not provided for in respect of:

Rs. in Lacs As at 31st As at 31st Particulars March, 2010 March,2009

Guarantees issued by the Companys bankers on behalf of the Company 51,137.52 41,380.00

Letter of Credit facilities provided by banks 171,285.43 61,795.24

Bonds submitted to Development Commissioner on behalf of Government of India 377,142.47 228,671.78

2. Capital Commitments not provided for are estimated at Rs.730,269.07 Lacs (31st March, 2009 - Rs. 1,249,087.25 Lacs)

3. The Government of India (GOI) has, vide its letter dated 19th December 2006, granted approval to the Companys proposal for development, operation and maintenance of the sector specific Special Economic Zone(SEZ) for power oyer an area of 293-88-10 hectares of the Companys land at Village: Tunda & Siracha, Taluka Mundra, Gujarat. Hence, all the benefits available to SEZ developer under Special Economic Zones Act, 2005 and Special Economic Zones Rules, 2006 and amendments made there under are available to the Company.

4. During the financial year, the Company has completed its Initial Public Offer (IPO) comprising of 301,652,031 equity shares at a price of Rs.100 per share aggregating to Rs.301,652.03 lacs. The share premium of Rs. 90 per share, amounting to Rs.271,486.83 lacs has been credited to Share Premium Account. The share issue expenses amounting to Rs.7,617.48 Lacs, after netting off tax of Rs. 2,071.35 Lacs have been adjusted to Share Premium Account.

5. During the year, the Companys power generating units (Unit 1 and Unit 2 each of 330 MW) of its phase I have commenced commercial operations effective from 1st October, 2009 and 17th March, 2010 respectively. Accordingly the current years figures in the Profit and Loss Accounts are not comparable with that of the previous year. Previous year figures in the Balance Sheet have been regrouped and rearranged, wherever necessary, to confirm to the current years classification.

6. The custom duty on Electrical energy removed from a Special Economic Zone to Domestic Tariff Area (DTA) and non-processing area of SEZ, has been levied in the Union Budget 2010-11 vide notification number-25/2010- Customs dated 27th February, 2010. The Company has challenged the constitutional validity and legality of the, said notification by filing Special Civil application in the High Court of Gujarat. The matter is being heard. However, the Company has till date deposited duty of Rs. 2,300 Lacs under protest and has included thesame in Schedule 13 of Loans and Advances.

7. Total number of electricity units sold during the year - 1172.10MUs (31st March, 2009- Nil)

8. There are no Micro, Small and Medium Enterprises, to whom the Company owes dues, which are outstanding as at the Balance Sheet date. The above information has been determined to the extent such parties have been identified on the basis of information available with the Company. This has been relied upon by the auditors.

9. The Company entered into an agreement (PPA) dated 2nd February, 2007 with Gujarat Urjja Vkas Mgam Limited (GUVNL) for supply of power on long term basis subject to certain conditions to be compfed within stipulated time. Amongst others, one of the conditions was pertaining to tie-up of fuel supply based on coal to be provided by Gujarat Mineral Development Corporation (GMDC). This arrangement did not materialize. Consequent to the same, the Company has terminated the PPA and has offered to pay the liquidated damages. However, GUVNL has contested the termination and approached Gujarat Energy Regulatory Commission (GERC) to resolve the matter. Pendtog the matter before GERC and being sub-judice, no effect has been given in these financial statements.

10. The Company is engaged in power generation and setting up of power project These, in the context of Accounting Standard 17 on Segment Reporting, as specified in the Companies (Accounting Standard) Rules, 2006, are considered to constitute one single primary segment. Further there is no reportable secondary segment i.e. geographical Segment.

11. Related party disclosures as required by Accounting Standard -18 issued by the Institute of Chartered Accountants of India:-

(a) List of Related Parties and Relationship (I) Related Parties where control exists:

Subsidiaries

Adani Power Maharashtra Ltd.

Adani Power Dahej Ltd.

Adani Power Rajasthan Ltd.

Adani Power (Overseas) Ltd.

Mundra Power SEZ Ltd.

Kutchh Power Generation Ltd. (w.e.f. 16.11.2009)

Adani Pench Power Ltd.

(Formerly known as Adani Power MP Ltd.) (w.e.f. 23.09.2009)

Adani Shipping PTE Ltd. (w.e.f. 03.09.2009)

Adani Power PTE Ltd. (w.e.f. 23.10.2009)

(II) Other related parties:

(i) Holding Company: Adani Enterprises Ltd.

(ii) Fellow Subsidiaries:

Adani Global FZE

Adani Energy Ltd.

Adani Mining Pvt. Ltd.

PT Adani Global

Adani Mundra SEZ Infrastructure PvLLtd.

Aloka Real Estate Pvt. Ltd.

Adani Welspun Exploration Ltd.

Adani Gas Ltd..

Adani Global PTE Ltd., Singapore.

Adani Infrastructure and Developers Pvt. Ltd.

(iii) Other parties which are significantly influenced by the company (either Individually or with other):

Adani Properties Pvt. Ltd.

Mundra Port and Special Economic Zone Ltd.

Adani Wilrhar Ltd.

Karnavati Aviation Pvt. Ltd.

Adani Infrastructure Services Pvt. Ltd.

Chemoil Adani Pvt. Ltd.

(III) Key Management Personnel:

Mr. Gautam S. Adani (Chairman) Mr. Rajesh S. Adani (Managing Director)

Mr. R. K .Gupta (Whole Time Director) upto 27.02.2010

Mr. Ameet H. Desai (Executive Director) w.e.f. 01.11.2009

 
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