Directors Report of Adani Green Energy Ltd.
Mar 31, 2023
Your Directors are pleased to present the 8th Annual Report along with the Audited Financial Statements of your Company for the financial year ended March 31, 2023 (FY 2022-23).
The Audited Financial Statements of your Company as on March 31, 2023, are prepared in accordance with the relevant applicable Ind AS and Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulationsâ) and the provisions of
the Companies Act, 2013 ("Act"),
|
The summarized financial highlight is depicted below: |
(H in Crore) |
|||
|
Particulars |
Consolidated |
Standalone |
||
|
2022-23 |
2021-22 |
2022-23 |
2021-22 |
|
|
Revenue from operations |
7,792 |
5,133 |
7,629 |
10,672 |
|
Other Income |
841 |
415 |
780 |
438 |
|
Total Income |
8,633 |
5,548 |
8,409 |
11,110 |
|
Cost of Material Sold |
1,748 |
1,286 |
4,280 |
12,559 |
|
Changes in inventories |
- |
- |
3,218 |
(2,072) |
|
Employee Benefit Expenses |
40 |
34 |
36 |
26 |
|
Depreciation and Amortisation Expenses |
1,300 |
849 |
11 |
7 |
|
Finance Cost |
2,911 |
2,617 |
892 |
775 |
|
Foreign Exchange (gain)/ loss (net) |
559 |
(29) |
200 |
(51) |
|
Other Expenses |
514 |
303 |
38 |
37 |
|
Total Expenditure |
7,072 |
5,060 |
8,675 |
11,281 |
|
Profit / (Loss) before exceptional items and tax |
1,561 |
488 |
(266) |
(171) |
|
Exceptional items |
(194) |
64 |
(67) |
41 |
|
Profit / (Loss) before tax |
1,367 |
552 |
(333) |
(130) |
|
Tax Expense |
453 |
64 |
(5) |
(72) |
|
Profit / (Loss) before share in Joint Venture and tax |
914 |
488 |
(328) |
(58) |
|
Share of Profit / (Loss) from Joint Venture (net of tax) |
59 |
1 |
- |
- |
|
Net Profit / (Loss) for the year |
973 |
489 |
(328) |
(58) |
|
Other Comprehensive income / (loss) (net of tax) |
(56) |
(84) |
(52) |
(61) |
|
Total Comprehensive Income / (loss) for the year |
917 |
405 |
(380) |
(118) |
1. There are no material changes and commitments affecting the financial position of your Company, which have occurred between the end of the financial year and the date of this report.
2. Further, there has been no change in nature of business of your Company.
2022-23 (FY 2022-23) compared to H5,133 Crore in the corresponding previous financial year.
During the year, your Company generated earnings before interest, depreciation and tax (EBIDTA) of H5,772 Crore compared to H3,954 Crore in the previous year.
Consolidated Financial Performance of your Company:
Your Company has recorded revenue from operations to the tune of H7,792 Crore during the financial year
Net profit for the FY 2022-23 is H973 Crore as compared to H489 Crore in the previous financial year.
Earnings per share stood at H5.41 on face value of
H10/- each.
Operational Highlights:
Adani Green Energy Limited (AGEL / Company), is the renewable energy platform of Adani Portfolio.
Your Company has one of the world''s largest renewable portfolios, with locked-in growth of 20.4 GW across operational, under-construction, awarded and acquired assets, catering to investment-grade counterparties. Your Company develops, builds, owns, operates, and maintains utility-scale grid-connected solar and wind farm projects. AGEL is focused on decarbonization of power generation and is helping India meet its sustainability goals. Mercom Capital, the US-based think tank has ranked Adani Group as the #1 global solar power generation asset owner. AGEL has also been awarded as Global Sponsor of the Year by Project Finance International (PFI) recognizing AGEL as a key driver of energy transition.
⢠Operational capacity increases by 49% YoY to 8,086 MW
⢠Sale of Energy increases by 58% YoY at 14,880 million units in FY23 vs. 9,426 million units in FY22
⢠Solar portfolio CUF at 24.7% with 90 bps
improvement YoY backed by 99.6% plant availability
⢠Wind portfolio CUF at 25.2% with 560 bps reduction YoY. The reduction is primarily due to one-off disruption in transmission line (force
majeure) for 150 MW plant at Gujarat, which has now been restored fully
⢠Hybrid portfolio CUF at 35.5% backed by 99.1%
plant availability
Standalone Financial Performance:
Your Company has recorded revenue from operations to the tune of H7,629 Crore during the FY 2022-23 compared to H10,672 Crore in the corresponding
previous financial year.
Net loss for the FY 2022-23 is H328 Crore as compared to loss of H57 Crore in the previous financial year.
Earnings per share stood at H(2.47) on face value of
H10/- each.
The Board of Directors ("Boardâ), after considering
holistically the relevant circumstances and keeping in
view the tremendous growth opportunities that your company is currently engaged with, has decided that it would be prudent not to recommend any dividend
for the year under review.
Raising of funds by issuance of Equity Shares on preferential basis and corresponding change in Share Capital
Pursuant to the shareholders'' approval received at Extra-ordinary General Meeting held on May 03, 2022, your Company has issued 2,00,18,198 equity shares of the face value of H10 each, at a price of H1,923.25 per equity share (at a premium of H1,913.25 per equity share), aggregating to ~H3,850 Crore to Green Energy Investment Holding RSC Limited, for cash consideration, by way of a preferential issue on a private placement basis in terms of provisions of Section 42, 62 and such other applicable provisions of the Act read with the rules made thereunder and Chapter V of the Securities Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018. Post completion of the issuance, the equity paid up share capital of the Company has increased from 156,40,14,280 Equity Shares of H10/-each to 158,40,32,478 Equity Shares of H10/- each. There was no Change in Authorised Share Capital of the Company.
There were no outstanding deposits within the meaning of Section 73 and 74 of the Act read with rules made thereunder at the end of the FY 2022-23 or the previous financial years. Your Company did not
accept any deposit during the year under review.
Particulars of loans, guarantees or investments
There are no loans, investments, guarantees, and security in respect of which provisions of section
185 of the Companies Act, 2013 is applicable. The Company has complied with the provisions of Section
186 of the Companies Act, 2013, to the extent applicable. The particulars of loans, guarantee and investments made during the year under review are disclosed in the financial statements.
During the year under review, your Company has successfully completed the acquisition of 100% equity share capital of three entities namely, Wind One Renergy Limited, Wind Three Renergy Limited
Energy Holding Four Limited, which is a Wholly-owned subsidiary of the Company)
7. Adani Renewable Energy Forty Three Limited
(Wholly-owned subsidiary of Adani Renewable Energy Holding Four Limited, which is a Wholly-owned subsidiary of the Company)
8. Adani Renewable Energy Forty Four Limited (Wholly-owned subsidiary of Adani Renewable Energy Holding Four Limited, which is a Wholly-
owned subsidiary of the Company)
9. Adani Renewable Energy Forty Five Limited (Wholly-owned subsidiary of Adani Renewable Energy Holding Four Limited, which is a Wholly-
owned subsidiary of the Company)
10. Adani Renewable Energy Forty Seven Limited
(Wholly-owned subsidiary of Adani Renewable Energy Holding Four Limited, which is a Wholly-owned subsidiary of the Company)
11. Adani Renewable Energy Forty Eight Limited
(Wholly-owned subsidiary of Adani Renewable Energy Holding Four Limited, which is a Wholly-owned subsidiary of the Company)
12. Adani Renewable Energy Forty Nine Limited (Wholly-owned subsidiary of Adani Renewable Energy Holding Four Limited, which is a Wholly-
owned subsidiary of the Company)
13. Adani Green Energy SL Limited (Wholly-owned subsidiary of Adani Green Energy Pte Limited,
which is a Wholly-owned subsidiary of the Company)
During the year under review, following step-down subsidiary was disposed-off:
1. Adani Green Energy Thirty Limited (which was
Wholly-owned subsidiary of Adani Green Energy Holding Four Limited, which is a Wholly-owned subsidiary of the Company)
and Wind Five Renergy Limited from Inox Green Energy Services Limited on October 10, 2022, each
housing 50 MW operational wind power projects.
Subsidiaries, Joint Ventures and Associate Companies
A list of bodies corporate which are subsidiaries/ associates/ joint ventures of your Company is
provided as part of the notes to consolidated financial statements.
During the year under review, following changes have taken place in subsidiaries and joint ventures:
During the year under review, following subsidiary (including step-down subsidiaries) / Associate / Joint Venture were formatted:
1. Adani Renewable Energy Thirty Five Limited
(Wholly-owned subsidiary of Adani Renewable Energy Holding Four Limited, which is a Wholly-owned subsidiary of the Company)
2. Adani Renewable Energy Thirty Six Limited
(Wholly-owned subsidiary of Adani Renewable Energy Holding Four Limited, which is a Wholly-owned subsidiary of the Company)
3. Adani Renewable Energy Thirty Seven Limited
(Wholly-owned subsidiary of Adani Renewable Energy Holding Four Limited, which is a Wholly-owned subsidiary of the Company)
4. Adani Renewable Energy Forty Limited (Wholly-owned subsidiary of Adani Renewable Energy Holding Four Limited, which is a Wholly-owned subsidiary of the Company)
5. Adani Renewable Energy Forty One Limited
(Wholly-owned subsidiary of Adani Renewable Energy Holding Four Limited, which is a Wholly-owned subsidiary of the Company)
6. Adani Renewable Energy Forty Two Limited (Wholly-owned subsidiary of Adani Renewable
During the year under review, following overseas Companies which are Wholly-owned subsidiaries of the Company were struck-off and thereafter Dissolved:
1. Adani Eight Limited (formerly known as SBE
Eight Limited)
2. Adani Eight A Limited (formerly known as SBE
Eight A Limited)
3. Adani Eleven Limited (formerly known as SBE Eleven Limited)
4. Adani Eleven A Limited (formerly known as SBE
Eleven A Limited)
5. Adani Twelve Limited (formerly known as SBE Twelve Limited)
6. Adani Twelve A Limited (formerly known as SBE Twelve A Limited)
7. Adani Fourteen Limited (formerly known as SBE Fourteen Limited)
8. Adani Fourteen A Limited (formerly known as SBE Fourteen A Limited)
9. Adani Eighteen Limited (formerly known as SBE
Eighteen Limited)
10. Adani Eighteen A Limited (formerly known as
SBE Eighteen A Limited)
11. Adani Nineteen Limited (formerly known as SBE
Nineteen Limited)
12. Adani Nineteen A Limited (formerly known as SBE Nineteen A Limited)
13. Adani Twenty Limited (formerly known as SBE
Twenty Limited)
14. Adani Twenty A Limited(formerly known as SBE
Twenty A Limited)
15. Adani Twenty One Limited (formerly known as
SBE Twenty One Limited)
16. Adani Twenty One A Limited (formerly known as SBE Twenty One A Limited)
17. Adani Eight A Holdings Limited (formerly known as SBE Eight A Holdings Limited)
18. Adani Eleven A Holdings Limited (formerly known as SBE Eleven A Holdings Limited)
19. Adani Twelve A Holdings Limited (formerly known as SBE Twelve A Holdings Limited)
20. Adani Fourteen A Holdings Limited (formerly known as SBE Fourteen A Holdings Limited)
21. Adani Eighteen A Holdings Limited (formerly known as SBE Eighteen A Holdings Limited)
22. Adani Nineteen A Holdings Limited (formerly known as SBE Nineteen A Holdings Limited)
23. Adani Twenty A Holdings Limited (formerly
known as SBE Twenty A Holdings Limited)
24. Adani Twenty One A Holdings Limited (formerly
known as SBE Twenty One A Holdings Limited)
25. Adani Twenty Two Limited (formerly known as SBE Twenty Two Limited)
26. Adani Twenty Three Limited (formerly known as SBE Twenty Three Limited)
27. Adani Twenty Four Limited (formerly known as SBE Twenty Four Limited)
28. Adani Twenty Five Limited (formerly known as SBE Twenty Five Limited)
29. Adani Twenty Six Limited (formerly known as
SBE Twenty Six Limited)
30. Adani Twenty Seven Limited (formerly known as SBE Twenty Seven Limited)
31. Adani Twenty Eight Limited (formerly known as SBE Twenty Eight Limited)
32. Adani Twenty Nine Limited (formerly known as SBE Twenty Nine Limited)
33. Adani Thirty Limited (formerly known as SBE
Thirty Limited)
34. Adani Thirty One Limited (formerly known as SBE Thirty One Limited)
35. Adani Thirty Two Limited (formerly known as SBE Thirty Two Limited)
36. Adani Thirty Three Limited (formerly known as SBE Thirty Three Limited)
37. Adani Thirty Four Limited (formerly known as SBE Thirty Four Limited)
38. Adani Thirty Five Limited (formerly known as SBE Thirty Five Limited)
39. Adani Thirty Six Limited (formerly known as SBE
Thirty Six Limited)
40. Adani Cleantech Limited (formerly known as SBG Cleantech Limited)
41. Adani Energy Eight Limited (formerly known as
SB Energy Eight Limited)
42. Adani Eleven Holdings Limited (Formerly known as SBE Eleven Holdings Limited)
43. Adani Twelve Holdings Limited (formerly known as SBE Twelve Holdings Limited)
44. Adani Fourteen Holdings Limited (formerly
known as SBE Fourteen Holdings Limited)
45. Adani Eighteen Holdings Limited (formerly
known as SBE Eighteen Holdings Limited)
46. Adani Nineteen Holdings Limited (formerly
known as SBE Nineteen Holdings Limited)
47. Adani Twenty Holdings Limited (formerly known as SBE Twenty Holdings Limited)
48. Adani Twenty One Holdings Limited (formerly
known as SBE Twenty One Holdings Limited)
49. Adani Twenty Two Holdings Limited (formerly
known as SBE Twenty Two Holdings Limited)
50. Adani Twenty Three Holdings Limited (formerly
known as SBE Twenty Three Holdings Limited)
51. Adani Twenty Four Holdings Limited (formerly
known as SBE Twenty Four Holdings Limited)
52. Adani Twenty Five Holdings Limited (formerly
known as SBE Twenty Five Holdings Limited)
53. Adani Twenty Six Holdings Limited (formerly
known as SBE Twenty Six Holdings Limited)
54. Adani Twenty Seven Holdings Limited (formerly
known as SBE Twenty Seven Holdings Limited)
55. Adani Twenty Eight Holdings Limited (formerly known as SBE Twenty Eight Holdings Limited)
56. Adani Twenty Nine Holdings Limited (formerly
known as SBE Twenty Nine Holdings Limited)
57. Adani Thirty Holdings Limited (formerly known as SBE Thirty Holdings Limited)
58. Adani Thirty One Holdings Limited (formerly known as SBE Thirty One Holdings Limited)
59. Adani Thirty Two Holdings Limited (formerly
known as SBE Thirty Two Holdings Limited)
60. Adani Thirty Three Holdings Limited (formerly known as SBE Thirty Three Holdings Limited)
61. Adani Thirty Four Holdings Limited (formerly known as SBE Thirty Four Holdings Limited)
62. Adani Thirty Five Holdings Limited (formerly known as SBE Thirty Five Holdings Limited)
63. Adani Thirty Six Holdings Limited (formerly known as SBE Thirty Six Holdings Limited)
64. Adani Energy Investments P.L.C. (formerly known as SB Energy Investments P.L.C.)
65. Adani Wind Two Limited (formerly known as SBE Wind Two Limited)
66. Adani Wind Three Limited (formerly known as
SBE Wind Three Limited)
67. Adani Energy Investments II Ltd (formerly known
as SB Energy Investments II Ltd)
Further, during the year under review, Adani
Renewable Energy Holding Two Limited, a Wholly Owned subsidiary of the Company has entered into binding term sheet for acquisition of 50% equity interest in Essel Saurya Urja Company of Rajasthan Limited, housing 750 MW solar park in the state of Rajasthan.
Pursuant to the provisions of Section 129, 134 and 136 of the Act read with rules made thereunder and Regulation 33 of the SEBI Listing Regulations,
the Company has prepared consolidated financial statements of the Company and a separate statement containing the salient features of financial statement of subsidiaries, joint ventures and associates in Form AOC-1, which forms part of this Annual Report.
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 for inspection by any shareholders during working hours at the Company''s registered office and that of the respective subsidiary companies concerned. In accordance with Section 136 of the Act, the audited financial statements, including consolidated financial statements and related information of the Company and audited accounts of each of its subsidiaries, are available on website of the Company (www. adanigreenenergy.com).
Your Company has formulated a policy for determining Material subsidiaries. The policy is available on your Company''s website and link for the same is given in Annexure A of this report.
Pursuant to Section 134 of the Act read with rules
made thereunder, the details of developments of subsidiaries and joint ventures of the Company are covered in the Management Discussion and Analysis Report, which forms part of this Integrated Annual Report.
Management Discussion and Analysis
The Management Discussion and Analysis Report for the year under review, as stipulated under the SEBI Listing Regulations, is presented in a section forming part of this Integrated Annual Report.
Directors and Key Managerial Personnels
As of March 31, 2023, your Company''s Board had nine members comprising of two Non-Executive and Non-Independent Directors, two Executive Directors, one Non-Executive and Nominee Director and four Independent Directors. As at March 31, 2023, the Board had two woman Directors. The details of Board and Committee composition, tenure of Directors, areas of expertise and other details are available in the Corporate Governance Report, which forms part of this Annual Report.
In accordance with the provisions of Section 152 of the Act, read with rules made thereunder and Articles of Association of the Company, Mr. Sagar R. Adani (DIN: 07626229) is liable to retire by rotation at the ensuing Annual General Meeting (AGM) and being eligible offers himself for re-appointment.
During the year under review, following changes took place in the Directors and Key Managerial Personnel of the Company:
- Mr. Kaushal Shah resigned from being a Chief
Financial Officer and Key Managerial Personnel of the Company and Mr. Phuntsok Wangyal was appointed as the new Chief Financial Officer, with effect from November 11, 2022.
- Mrs. Ahlem Friga-Noy (DIN: 09652701), was appointed as an Additional Director of the Company, with effect from July 27, 2022, by the Board. Her appointment was regularized in the Extra-ordinary General meeting held on October 26, 2022.
- Mr. Sandeep Singhi (DIN: 01211070) resigned as an Independent Director with effect from November 10, 2022, due to prioritization of his responsibilities.
- Mr. Sunil Mehta (DIN: 00065343) was appointed as an Additional Director (Non-Executive & Independent Director) of the Company, with effect from November 10, 2022. His appointment was regularised with approval of shareholders through postal ballot, approved on January 20, 2023. Subsequently, Mr. Mehta resigned as Director of the Company effective from February 24, 2023, on account of conflict of interest
aroused of his appointment as Chairman of
IndusInd Bank Limited.
Subsequent to closure of the year under review, Dr. Poornima Advani (DIN: 02626450), ceased to be Director of the Company effective from April 01, 2023, on account of her sad demise. Dr. Poornima Advani''s unexpected demise will be an irreparable loss to the Company. All the Directors and employees express their deep sympathy, sorrow and condolences to her family.
Mr. Sagar R. Adani (DIN: 07626229), was appointed as an Executive Director of the Company for a period of 5 years effective from October 31, 2018. His term of appointment as an Executive Director is set to expire on October 30, 2023. However, the Board has in its meeting held on May 01, 2023, upon recommendation of the Nomination and Remuneration Committee of the Company, re-appointed him for further period of 5 years effective October 31, 2023, subject to approval of the shareholders of the Company. Accordingly, resolution for his re-appointment as an Executive Director of the Company forms part of notice calling Annual General Meeting of the Company.
Mr. Vneet S. Jaain (DIN: 00053906), was appointed as Managing Director & Chief Executive Officer of the Company from July 10, 2020. However, upon change in organizational role, the Board has in its meeting held on May 01, 2023, upon recommendation of the Nomination and Remuneration Committee of the Company, approved change in his designation from Managing Director and Chief Executive Officer of the Company to Managing Director effective from May 11, 2023. Accordingly, resolution for his re-appointment as an Executive Director of the Company forms part of notice calling Annual General Meeting of the Company.
In order to drive the determined plans of the Company to become the largest renewables Company in the world and in view of change in the role of Mr. Vneet
S. Jaain, the Board has in its meeting held on May 01, 2023, upon recommendation of the Nomination and Remuneration Committee of the Company, appointed Mr. Amit Singh as Chief Executive Officer and Key Managerial Personnel of the Company.
The Board recommends the re-appointment of above Directors for your approval. Brief details of Directors
proposed to be appointed/ re-appointed, as required under Regulation 36 of the SEBI Listing Regulations,
are provided in the Notice of the AGM.
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 Act and the SEBI Listing Regulations and there
has been no change in the circumstances which may affect their status as an Independent Director.
Pursuant to provision of Section 203 of the Act, Mr.
Vneet S. Jaain, Managing Director, Mr. Sagar R. Adani, Executive Director, Mr. Phuntsok Wangyal, Chief Financial Officer and Mr. Pragnesh Darji, Company Secretary are Key Managerial Personnels of the
Company as on March 31, 2023.
The details of various committees constituted by the
Board, including the committees mandated pursuant to the applicable provisions of the Act and SEBI Listing Regulations, are given in the Corporate Governance Report, which forms part of this Integrated Annual
Report.
Number of meetings of the Board
The Board 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 Integrated Annual Report.
Independent Directors'' Meeting
The Independent Directors met on March 31, 2023,
without the attendance of Non-Independent Directors and members of the management. The Independent Directors reviewed the performance of Non-Independent Directors, the Committees and the Board as a whole alongwith 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 management and the Board that is necessary for the Board to effectively and reasonably perform their duties.
Board Evaluation and familiarization programme
The Board adopted a formal mechanism for evaluating its performance and as well as that of its Committees and individual Directors, including the Chairman of the Board. The exercise was carried out through a structure devaluation process covering various aspects of the Boards 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.
During the year under review, the Company has also conducted two separate meetings for familiarization
of the Directors on different aspects.
Policy on Directors'' appointment and remuneration
Your Company''s Policy on Directors'' appointment
and remuneration and other matters (Remuneration Policy) pursuant to in Section 178(3) of the Act is
available on the website of the Company at
https://www.adanigreenenergy.com/Investors/
The Remuneration Policy for selection of Directors
and determining Directors'' independence sets out the guiding principles for the Nomination and Remuneration Committee for identifying the persons who are qualified to become the Directors. Your Company''s Remuneration Policy is directed towards rewarding performance based on review of achievements. The Remuneration Policy is in consonance with existing industry practice.
We affirm that the remuneration paid to the Directors is as per the terms laid out in the Remuneration Policy.
Directors'' Responsibility Statement
Pursuant to Section 134(5) of the Act, the Board, to the
best of their knowledge and based on the information and explanations received from the Company, confirm that:
a. in the preparation of the annual financial statements, the applicable accounting standards have been followed and there are no material departures;
b. they have selected such accounting policies and applied them consistently and judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of FY 2022-23 and of the profit of the Company for that period;
c. they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other
irregularities;
d. they have prepared the annual financial statements on a going concern basis;
e. they have laid down internal financial controls to
be followed by the Company and such internal financial control are adequate and operating effectively;
f. they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.
Internal Financial control system and their adequacy
The details in respect of internal financial control
and their adequacy are included in Management Discussion and Analysis Report, which forms part of this Integrated Annual Report.
The Board has formed a Risk Management Committee (RMC) to frame, implement and monitor the risk management plan for the Company. The RMC is responsible for reviewing the risk management plan and ensuring its effectiveness. The Audit Committee has additional oversight in the area of financial risks and controls. The major risks identified by the businesses are systematically addressed through mitigation actions on a continual basis. Further, details are included in the separate section forming part of this Integrated Annual Report.
The details of various policies approved and adopted by the Board as required under the Act and SEBI Listing Regulations are provided in Annexure A to this
report.
Corporate Social Responsibility (CSR)
The brief details of the CSR Committee are provided in the Corporate Governance Report, which forms part of this Integrated Annual Report. The CSR Policy and CSR Plan is available on the website of your Company
at:
https://www.adanigreenenergy.com/Investors/
The Annual Report on CSR activities is annexed and
forms part of this report.
Further, the Chief Financial Officer of your Company has certified that CSR spends of your Company for the FY 2022-23 have been utilized for the purpose
and in the manner approved by the Board.
Your Company is committed to good corporate governance practices. The Corporate Governance Report as stipulated by SEBI Listing Regulations, forms part of this Integrated Annual Report along with the required certificate from a Practicing Company Secretary regarding compliance of the conditions of Corporate Governance as stipulated.
In compliance with Corporate Governance requirements as per the SEBI Listing Regulations, your Company has formulated and implemented a Code of Conduct for all Board members and Senior Management Personnel of your Company (Code of Conduct), who have affirmed the compliance thereto. The Code of Conduct, is available on the website of your Company at:
https://www.adanigreenenergy.com/investors/
Business Responsibility & Sustainability Report
The Company has provided the Integrated Report, which encompasses both financial and non-financial information to enable the stakeholders to take well
informed decisions and have a better understanding of the Company''s long-term perspective.
In our constant endeavor to improve governance, your Company has, on a voluntary basis, transitioned to Business Responsibility & Sustainability Report in the previous financial year and continues to provide so for the year ended March 31, 2023, forms part of this Integrated Annual Report.
Pursuant to Section 134(3) (a) of the Act, the draft annual return as on March 31, 2023 prepared in accordance with Section 92(3) of the Act is made
available on the website of your Company and can be assessed using the link:
https://www.adanigreenenergy.com/7media/Project/
GreenEnergy/Investor-Downloads/Annual-Return/FY-
Transactions with Related Parties
All transactions with related parties are placed before the Audit Committee for its prior approval. An omnibus approval from Audit Committee is obtained for the related party transactions which are repetitive
in nature.
All transactions with related parties entered into during the financial year were at arm''s length basis and in the ordinary course of business and in accordance with the provisions of the Act and the rules made thereunder, the SEBI Listing Regulations and your Company''s Policy on Related Party Transactions. Your Company has not entered into any transactions with related parties which could be considered material in terms of Section 188 of the Act.
Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Act, in Form AOC 2, is not applicable.
Your Company did not enter into any related party transactions during the year which could be prejudicial to the interest of minority shareholders.
The Policy on Related Party Transactions is available on your Company''s website and can be assessed using the link:
https://www.adanigreenenergy,com/investors/
Neither the Chairman nor the Managing Director & CEO of your Company received any remuneration or commission from any of the subsidiary of your Company.
Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions/events of these nature during
the year under review:
1. Issue of equity shares with differential rights as to
dividend, voting or otherwise.
2. Issue of Shares (Including Sweat Equity Shares)
to employees of your Company under any scheme.
3. Significant or material orders passed by the Regulators or Courts or Tribunals which impact
the going concern status and your Company''s operation in future.
4. Voting rights which are not directly exercised
by the employees in respect of shares for the subscription/ purchase of which loan was given by the Company (as there is no scheme pursuant to which such persons can beneficially hold shares as envisaged under section 67(3)(c) of the Companies Act, 2013).
5. Change in the nature of business of your Company.
6. No application was made or any proceeding is pending under the Insolvency and Bankruptcy Code, 2016.
7. One time settlement of loan obtained from the Banks or Financial Institutions.
8. Revision of financial statements and Directors''
Report of your Company
Your Company has taken appropriate insurance for all assets against foreseeable perils.
Statutory Auditors & Auditors'' Report
Pursuant to the provisions of Section 139 of the Act read with rules made thereunder, as amended from time to time, M/s. Dharmesh Parikh & Co. LLP, Chartered Accountants (Firm Registration No 112054W/W100725), were re-appointed as Statutory Auditors of the Company for the second term to hold office till the conclusion of the Annual General Meeting (AGM) of the Company to be held in the calendar year 2026 and M/s. S R B C LLP, Chartered Accountants (Firm Registration No.: 324982E/ E300003) were appointed as Joint Statutory Auditors of the Company to hold office till the conclusion of the AGM of the Company to be held in the calendar year 2026. In accordance with the provisions of the Act, the appointment of Statutory Auditors is not required to be ratified at every AGM.
The Statutory Auditors have however confirmed that they are not disqualified to continue as Statutory Auditors and are eligible to hold office as Statutory
Auditors of your Company.
Representative of the Statutory Auditors of your Company attended the previous AGM of your
Company held on July 27, 2022.
The Notes to the financial statements referred in the Auditors'' Report are self-explanatory. The Auditors'' Report is enclosed with the financial statements in this Integrated Annual Report. The Auditors'' modified opinion has been appropriately dealt with in Note No. 50 (Consolidated Financial Statements) and Note no. 52 (Standalone Financial Statements) and doesn''t require any further comments under section 134 of the Act.
Pursuant to the provisions of Section 204 of the Act, read with the rules made thereunder, the Board had re-appointed M/s. Chirag Shah & Associates, Practicing Company Secretaries, to undertake the Secretarial Audit of the Company. The Secretarial Audit Report for the year under review is provided as Annexure-B of this report. There are no qualifications, reservations or adverse remarks or disclaimers in the said Secretarial Audit Report.
During the year under review, the Company has complied with all the applicable provisions of
Secretarial Standard-1 and Secretarial Standard-2 issued by the Institute of Company Secretaries of
India.
Reporting of frauds by Auditors
During the year under review, the Statutory Auditors and Secretarial Auditor have not reported any instances of fraud committed against the Company by its officers or employees to the Audit Committee or the Board under section 143(12) of the Act.
Your Company had 2,912 employees (on consolidated
basis) as of March 31, 2023.
The percentage increase in remuneration, ratio of remuneration of each Director and Key Managerial Personnel (KMP) (as required under the Act) to the median of employees'' remuneration, as required under Section 197 of the Act, read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are provided in Annexure-C of this report.
The statement containing particulars of employees as required under Section 197 of the Act, 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 Act, the Integrated Annual Report is being sent to the shareholders and others entitled thereto, excluding the information on employees'' particulars which is available for inspection by the shareholders at the Registered Office of the Company during business hours on working days of the Company. If any shareholder is interested in obtaining a copy thereof, such shareholder may write to the Company Secretary in this regard.
Prevention of Sexual Harassment at Workplace
As per the requirement of The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 and rules made thereunder, your Company has constituted Internal Complaints Committees (ICs), at all relevant locations across India to consider and resolve the complaints related to sexual harassment. The ICs includes external
members with relevant experience. The ICs, presided by a senior women, conduct the investigations and make decisions at the respective locations. The ICs also work extensively on creating awareness on relevance of sexual harassment issues, including while working remotely.
During the year under review, the Company has not received any complaint pertaining to sexual harassment.
All new employees go through a detailed personal orientation on anti-sexual harassment policy adopted by the Company.
Your Company has adopted a Whistle Blower Policy and has established the necessary vigil mechanism for Directors and employees in confirmation with Section 177 of the Act and Regulation 22 of SEBI Listing Regulations, to facilitate reporting of the genuine concerns about unethical or improper activity, without fear of retaliation.
The vigil mechanism of the Company provides for adequate safeguards against victimization of Directors and employees who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee in exceptional cases. To encourage such members to report any concerns and to maintain anonymity, the Company has engaged an independent agency for managing the whistleblowing system and has provided toll-free helpline numbers across the locations where it is having presence.
No person has been denied access to the Chairman of the Audit Committee. The said Policy is uploaded on
the website of the Company at:
https://www.adanigreenenergy.com/Investors/
During the year under review, your Company had not
received any complaint under the whistle blower policy.
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 Act read with rule 8 of the Companies (Accounts) Rules, 2014,
as amended is provided as Annexure-D of this report.
Your Directors are highly grateful for all the
guidance, support and assistance received from the Government of India, Governments of various states in India, concerned Government departments, Financial Institutions and Banks. Your Directors thank all the esteemed shareholders, customers, suppliers and business associates for their faith, trust and confidence reposed in the Company,
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
Gautam S. Adani
Chairman
Date: May 01, 2023 (DIN: 00006273)
Mar 31, 2021
Dear Shareholders,
Your Directors are pleased to present the 6th Annual Report along with the audited financial statements of your Company for the financial year ended on March 31, 2021.
Financial Performance:
The audited financial statements of the Company as on March 31, 2021 are prepared in accordance with the relevant applicable IND AS and Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulationsâ)and provisions of the Companies Act, 2013 ("Actâ).
|
The summarized financial highlight is depicted below: (H in Crores) |
||||
|
Particulars |
Consolidated |
Standalone |
||
|
2020-21 |
2019-20 |
2020-21 |
2019-20 |
|
|
Revenue from operations |
3,124 |
2,549 |
2,473 |
1,247 |
|
Other Income |
475 |
80 |
533 |
333 |
|
Total Income |
3,599 |
2,629 |
3,006 |
1,580 |
|
Purchase of Stock in Trade |
528 |
462 |
4,409 |
1,370 |
|
Changes in inventories |
96 |
19 |
(2,014) |
(165) |
|
Employee Benefit Expenses |
38 |
107 |
16 |
29 |
|
Depreciation and Amortisation Expenses |
486 |
394 |
4 |
3 |
|
Finance Cost |
1,953 |
995 |
257 |
214 |
|
Other Expenses |
227 |
511 |
33 |
54 |
|
Total Expenditure |
3,328 |
2,488 |
2,705 |
1,505 |
|
Profit / (Loss) before exceptional items and tax |
271 |
141 |
301 |
75 |
|
Exceptional items |
84 |
191 |
122 |
- |
|
Profit / (Loss) before tax |
187 |
(50) |
423 |
75 |
|
Tax Expense |
11 |
11 |
59 |
(59) |
|
Profit / (Loss) before share in Joint Venture and tax |
176 |
(61) |
364 |
134 |
|
Share of Profit / (Loss) from Joint Venture (net of tax) |
6 |
(7) |
- |
- |
|
Net Profit / (Loss) for the year |
182 |
(68) |
364 |
134 |
|
Other Comprehensive income / (loss) (net of tax) |
(18) |
50 |
1 |
(1) |
|
Total Comprehensive Income / (loss) for the year |
164 |
(18) |
365 |
133 |
|
There are no material changes and commitments affecting the financial position of the Company between the end of the financial year and the date of this report. |
||||
During the year, your Company generated earnings before interest, depreciation and tax (EBIDTA) of H 2,710 Crores compared to H 1,530 Crores in the
previous year,
Net profit for the financial year 2020-21 is H 182 Crores
Performance Highlights:
Consolidated Financial Performance of the Company: Your Company has recorded total income to the tune of H3,599 Crores during the financial year 202021 compared to H2,629 Crores in the corresponding previous financial year.
financial position of the Group is not significant. The
management does not see any risks in the Group''s ability to continue as a going concern and meeting its liabilities as and when they fall due.
Share Capital:
During the year under review, there was no change in Authorised, Issued, Subscribed and Paid-up Share Capital of the Company. The Company has not issued any equity shares with differential rights during the year.
Dividend:
The Board of Directors of your company, after considering holistically the relevant circumstances
and keeping in view the tremendous growth opportunities that your company is currently engaged
with, has decided that it would be prudent not to recommend any Dividend for the year under review.
Fixed Deposits:
During the year under review, your Company has not accepted any fixed deposits within the meaning of Section 73 of the Act read with rules made there
under.
Particulars of loans, guarantees or investments:
The provisions of Section 186 of the Act, with respect to a loan,guarantee or security is not applicable to
the Company as the Company is engaged in providing infrastructural facilities which is exempted under
Section 186 of the Act. 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 116 (direct and indirect) subsidiaries, associates and 1 Joint Venture as on March 31, 2021.
During the year under review, the following changes have taken place in Subsidiaries, Joint Venture,
Associate Companies and LLPs:
as compared to Loss of H 68 Crores in the previous
financial year,
Earnings per share stood at H 0.68 on face value of
H 10/- each.
Operational Highlights:
Your Company is a part of India based Adani Group and has one of the largest global renewable portfolio of 19,340 MW of operational projects, underconstruction projects and projects where AGEL has emerged as L1 bidder. The company develops, builds, owns, operates and maintains utility-scale grid-connected solar and wind farm projects. Key customers of your Company AGEL include the National Thermal Power Corporation (NTPC), Solar Energy Corporation of India (SECI) and various state discoms. Earlier this year, Mercom Capital, the US-based think tank, ranked your Company as the #1 global solar power generation asset owner.
Standalone Financial Performance:
Your Company has recorded total income to the tune of H3,006 Crores during the financial year 202021 compared to H1,580 Crores in the corresponding
previous financial year.
During the year, your Company generated earnings before interest, depreciation and tax (EBIDTA) of H562 Crores as compared to H292 Crores in the previous year.
Net profit for the financial year 2020-21 is H364 Crores as compared to profit of H134 Crores in the previous
financial year.
Earnings per share stood at H1.93 on face value of
H10/- each.
Organisational Initiatives in response to COVID-19 situation
Due to outbreak of COVID-19 globally and in India,
the Group management had made initial assessment of impact on business and financial risk on account of COVID-19, Considering that the Group is in the
business of Generation of power which is considered to be essential service, the management believes that the impact of this outbreak on the business and
25. Adani Solar Energy AP Two Limited(Wholly-owned Subsidiary of Adani Renewable Energy Holding Twelve Limited, which is a Wholly-owned Subsidiary of the Company)
26. Adani Solar Energy AP Three Limited(WhoMy-owned Subsidiary of Adani Renewable Energy Holding Twelve Limited, which is a Wholly-owned Subsidiary of the Company)
27. Adani Solar Energy AP Four Limited(WhoMy-owned Subsidiary of Adani Renewable Energy Holding Twelve Limited, which is a Wholly-owned Subsidiary of the Company)
28. Adani Solar Energy AP Five Limited(WhoMy-owned Subsidiary of Adani Renewable Energy Holding Twelve Limited, which is a Wholly-owned Subsidiary of the Company)
29. Dinkar Technologies Private Limited (Wholly-
owned Subsidiary of the Company)
30. Surajkiran Solar Technologies Private Limited
(Wholly-owned Subsidiary of the Company)
31. Surajkiran Renewable Resources Private Limited
(Wholly-owned Subsidiary of the Company)
32. Spinel Energy & Infrastructure Limited (Wholly-
owned Subsidiary of the Company)
During the year under review, your Company has entered into a Joint Venture Agreement dated April 03, 2020 with Total Solar Singapore Pte Ltd ("Totalâ), to record the terms and conditions for (i) regulating
the operation and management of the JV Company; (ii) governing the relationship between the Company and Total; (iii) certain rights and obligations of the Company and Total in relation to the JV Company. The JV Company owns 2,353 MW operational Solar Power Project. The Company and Total, both, own 50% shareholding of the JV Company. Adani Green Energy Twenty Three Limited ("AGE23Lâ), which was Wholly-owned Subsidiary of your Company was made Joint Venture Company. Thus, your Company''s shareholding in AGE23L was reduced to 50%.
During the year under review, following Companies were acquired by / transferred to AGE23L:
1. Adani Green Energy (Tamilnadu) Limited
("AGETNLâ) (Wholly-owned Subsidiary of AGE23L)
2. Kamuthi Renewable Energy Limited (Wholly-owned Subsidiary of AGETNL)
3. Ramnad Renewable Energy Limited (Wholly-owned Subsidiary of AGETNL)
4. Kamuthi Solar Power Limited (Wholly-owned
Subsidiary of AGETNL)
5. Ramnad Solar Power Limited (Wholly-owned
Subsidiary of AGETNL)
6. Adani Green Energy (UP) Limited (Wholly-owned Subsidiary of AGE23L)
7. Adani Renewable Energy (RJ) Limited (Wholly-owned Subsidiary of AGE23L)
8. Kodangal Solar Parks Private Limited (Wholly-
owned Subsidiary of AGE23L)
9. Parampujya Solar Energy Private Limited ("PSEPLâ) (Wholly-owned Subsidiary of AGE23L)
10. Wardha Solar (Maharashtra) Private Limited (Wholly-owned Subsidiary of PSEPL)
11. Prayatna Developers Private Limited (Wholly-owned Subsidiary of AGE23L)
12. Adani Renewable Energy Holding Ten Limited
("AREH10Lâ) (Wholly-owned Subsidiary of AGE23L)
13. KN Indi Vijayapura Solar Energy Private Limited
(Wholly-owned Subsidiary of AREH10L)
14. KN Muddebihal Solar Energy Private Limited
(Wholly-owned Subsidiary of AREH10L)
15. KN Sindagi Solar Energy Private Limited (Wholly-
owned Subsidiary of AREH10L)
16. Essel Gulbarga Solar Power Private Limited
(Wholly-owned Subsidiary of AREH10L)
17. Essel Bagalkot Solar Energy Private Limited
(Wholly-owned Subsidiary of AREH10L)
18. Essel Urja Private Limited (Wholly-owned
Subsidiary of AREH10L)
19. PN Clean Energy Limited (Wholly-owned
Subsidiary of AREH10L)
20. PN Renewable Energy Limited (Wholly-owned Subsidiary of AREH10L)
21. TN Urja Private Limited (Wholly-owned Subsidiary of AREH10L)
22. KN Bijapura Solar Energy Private Limited (Wholly-
owned Subsidiary of AREH10L)
Further, the Company has also agreed to acquire 150
MW power projects from INOX, which are subject to compliance of several conditions as per respective PPAs and share purchase agreements.
Cessation of Subsidiary Companies:
1. Sigurd Solar LLC (Wholly-owned Subsidiary of Adani Solar USA Inc., in which Company owned 51%)
There has been no material change in the nature of the business of the subsidiaries,
Pursuant to the provisions of Section 129, 134 and 136 of the Act read with rules made thereunder and Regulation 33 of the Listing Regulations, the
Company has prepared consolidated financial statements of the Company and its subsidiaries and a separate statement containing the salient features of financial statement of subsidiaries, joint ventures and associates in Form AOC-1 forms part of this Annual Report.
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 for inspection by any shareholder/s during working hours at the Company''s registered office and that of the respective subsidiary companies concerned. In accordance with Section 136 of the Companies Act, 2013, the audited financial statements,including consolidated financial statements and related information of the Company and audited accounts of each of its subsidiaries, are available on our website, www.adanigreenenergy. com. Details of developments of subsidiaries of the Company are covered in the Management''s Discussion and Analysis Report which forms part of this Report.
Directors and Key Managerial Personnel: Director retiring by rotation
Pursuant to the requirements of the Act and Articles of Association of the Company, Mr. Rajesh S. Adani (DIN:00006322) is liable to retire by rotation and being eligible offers himself for re-appointment. The Board recommends the appointment of Mr. Rajesh S. Adani as Director of the Company retiring by rotation.
During the year under review Dr. Raaj Kumar Sah, Independent Director and Mr. Jayant Parimal, Chief Executive Officer of the Company, had resigned with effect from January 05, 2021 and July 10, 2020, respectively. The Board places on record its sincere appreciation for the valuable services and guidance rendered by them during their tenure.
Mr. Reminder Singh Gujral (DIN: 07175393) and Mr. Dinesh Kanabar (DIN: 00003252) were appointed as Additional Directors (Non-Executive &Independent
Director) of the Company, with effect from July 10, 2020 and January 05, 2021, respectively. As Additional Directors, they will hold office upto ensuing Annual General Meeting. The Company has received notice from a member under Section 160 of the Companies Act, 2013 proposing their appointment as Director of the Company.
In accordance with the provisions of Section 149 of the Companies Act, 2013, Mr. Raminder Singh Gujral and Mr. Dinesh Kanabar are being appointed as Independent Directors to hold office as per their tenure of appointment as mentioned in the Notice of the ensuing Annual General Meeting of the Company.
Mr. Jose Ignacio Sanz Saiz (DIN: 08705604) was appointed as an Additional Director (Non-Executive& Nominee) of the Company, with effect from February 03, 2021. As an Additional Director, he will hold office upto ensuing Annual General Meeting. The Company has received notice from a member under Section 160 of the Companies Act, 2013 proposing his appointment as Director of the Company.
Mr. Vneet S. Jaain, Managing Director & Chief Executive Officer (DIN: 00053906) of the Company
was appointed as an Additional Director and Managing Director& Chief Executive Officer of the Company for
a period of five years w.e.f July 10, 2020 subject to the approval of shareholders of the Company.
Pursuant to the provisions of Section 149 of the Companies Act, 2013, Dr. Poornima Advani was appointed as Independent Director at the Annual General Meeting of the Company held on June 25, 2020. The terms and conditions of appointment of Independent Directors are as per Schedule IV of the Act.
Mr. Kaushal Shah was appointed as a Chief Financial Officer and Key Managerial Personnel of the Company with effect from February 03, 2021.
The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed in Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations and there has been no change in the circumstances which may affect their status as independent director during the year.
The Board recommends the appointment / reappointment of above Directors for your approval.
Brief details of Directors proposed to be appointed / re-appointed as required under Regulation 36
the provisions of all applicable laws were in place and were adequate and operating effectively.
Number of Board Meetings:
The Board of Directors met 5 (five) 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 and their Meeting: The Independent Directors met on March 30, 2021, 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 and as well as that of its Committees and individual Directors, including the Chairman of the Board. The exercise was carried out through a structure devaluation process covering various aspects of the Boards 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.
Policies
The updated policies adopted by the Company as per statutory and governance requirements are
uploaded on website of the Company at https:// www.adanigreenenergy.com/investors/corporate-governance.
Policy on Directors'' Appointment and Remuneration:
The Company''s policy on directors'' appointment and remuneration and other matters provided in Section 178(3) of the Act is available on the website of the
Company at http://www.adanigreenenergy.com/ investor/investordownload
of the SEBI (Listing Obligations and Disclosure Requirements)Regulations, 2015 is provided in the Notice of the Annual General Meeting.
Currently, the promoter group of the Company is holding 56.29% equity stake of the Company which is within the statutory limits as prescribed by Securities and Exchange Board of India. Further, the composition of the board of directors of the Company comprises judicial mix of 2 (Two) Promoter Directors, 2 (Two) Executive Directors including 1 (One) professional Managing Director and CEO, 4 (Four) independent directors and 1 (One) Nominee Director. The Company is also in the process of appointing one more Independent Director on the Board. The ownership and board governance structure(s) of the Company are independent to each other and the functioning of the Board as a collective body is primarily driven by theory of fiduciary duties of director thereby ensuring effectively protecting the interests of minority shareholders and long term value creation for its stakeholders,
Directors'' Responsibility Statement:
Pursuant to Section 134(5) of the Act, 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 judgements 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 at the end of the financial year and of the profit and loss of the Company for that period;
c. that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act 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 control were adequate and were operating effectively;
f. that proper systems to ensure compliance with
Internal Financial control system and their adequacy:
The details in respect of internal financial control and their adequacy are included in the Management and Discussion& Analysis, 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 the SEBI Listing Regulations and Companies Act, 2013 are
given in the Corporate Governance Report which forms part of this report,
Sustainability and Corporate Social Responsibility Committee:
The Company has constituted a Sustainability and Corporate Social Responsibility Committee and has framed a CSR Policy. The brief details of Committee are provided in the Corporate Governance Report, The Annual Report on CSR activities is annexed to this Report. The CSR Policy is available on the website of the Company at http://www,adanigreenenergy, com/Investor-relation/ investor-download,
This is the second year that the Company has combined both the reports into one, presenting financial and non-financial metrics in an integrated report, for a more holistic picture of Company''s
purpose, performance and prospects,
Corporate Governance and Management Discussion and Analysis Report:
Separate reports on Corporate Governance
compliance and Management Discussion and Analysis as stipulated by the SEBI Listing Regulations forms part of this Annual Report along with the required Certificate from a Practising Company Secretary regarding compliance of the conditions of Corporate Governance as stipulated,
In compliance with Corporate Governance
requirements as per the SEBI Listing Regulations,
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 Responsibility Report for the year ended March 31,2021 as stipulated under Regulation 34 of Listing Regulations is annexed which forms part of
this Annual Report,
Prevention of Sexual Harassment at Workplace:
As per the requirement of The Sexual Harassment
of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 and 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,
Annual Return:
Pursuant to Section 92(3) read with Section 134(3) (a) of the Act, the Annual Return as on March 31, 2021 is available on the Company''s website on at
https://www,adanigreenenergy,com/-/media/Project/
GreenEnergy/Investor-Downloads/Annual-Return/
Form-MGT-7-FY-21,pdf
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,
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.
Statutory Auditors & Auditors'' Report: Pursuant to the provisions of Section 139 of the Act read with rules made thereunder, as amended from time to time, M/s. Dharmesh Parikh & Co. LLP, Chartered Accountants (Firm Registration No 112054W/W-100725), were appointed as statutory auditors of the Company to hold office till the conclusion of the ensuing Annual General Meeting (AGM) of the Company to be held in the calendar year 2021 and M/s. B S R & Co. LLP, Chartered Accountants (Firm Registration No.: 101248W/W-100022) were appointed as joint statutory auditors of the Company to hold office till the conclusion of the Annual General Meeting (AGM) of the Company to be held in the calendar year 2023.
M/s. Dharmesh Parikh & Co. LLP, Chartered Accountants (Firm Registration No 112054W/W-100725), one of the joint statutory auditors of the Company, will retire at the conclusion of the ensuing Annual General Meeting and are eligible for reappointment.
The Board of Directors of the Company at their meeting held on May 05, 2021, on the recommendation
of the Audit Committee, have recommended the re-appointment of M/s. Dharmesh Parikh & Co. LLP, Chartered Accountants (Firm Registration No 112054W/W-100725) as one of the joint statutory auditors of the Company to the members at the 6thAnnual General Meeting of the Company for the term of 5 years. Accordingly, a resolution proposing re-appointment of M/s. Dharmesh Parikh & Co. LLP, as joint statutory auditors of the Company for a term of five consecutive years i.e. from the conclusion of 6thAnnual General Meeting till the conclusion of 11th Annual General Meeting of the Company pursuant to Section 139 of the Companies Act, 2013, forms part of the Notice calling 6thAnnual General Meeting of the Company. In this regard, the Company has received certificate to the effect that they satisfy the criteria provided under Section 141 of the Companies Act, 2013 and that the re-appointment, if made, shall be in accordance with the applicable provisions of the Companies Act, 2013 and rules framed thereunder.
Further, M/s. B S R & Co. LLP, Chartered Accountants
(Firm Registration No.: 101248W/W-100022) have tendered their resignation vide their letter dated
May 10, 2021 informing their inability to continue as the Statutory Auditors of the Company. The Audit
Committee and Board at their respective meetings placed on record their appreciation to M/s. B S R & Co. LLP for their contribution to the Company with their
audit processes and standards of auditing.
The Board of Directors of the Company at their meeting held on May 13, 2021, on the recommendation
of the Audit Committee, have recommended the appointment of M/s. S R B C & Co. LLP, Chartered Accountant (Firm Registration No. 324982E/ E300003) as joint statutory auditors of the Company
to the members at the 6th Annual General Meeting of the Company for the term of 5 years. Accordingly, a resolution proposing appointment of M/s. S R B C & Co. LLP, as joint statutory auditors of the Company for a term of five consecutive years i.e. from the conclusion of 6th Annual General Meeting till the conclusion of 11th Annual General Meeting of the Company pursuant to Section 139 of the Companies Act, 2013, forms part of the Notice calling 6th Annual General Meeting of the Company. In this regard, the Company has received certificate to the effect that they satisfy the criteria provided under Section 141 of the Companies Act, 2013 and that the appointment, if made, shall be in accordance with the applicable provisions of the Companies Act, 2013 and rules framed thereunder.
The Notes to the financial statements referred in the Auditors Report are self-explanatory and therefore do not call for any comments under Section 134 of the Companies Act, 2013. The Auditors'' Report is enclosed with the financial statements in this Annual Report.
Secretarial Audit Report:
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the rules made thereunder, the Company has re-appointed M/s. Chirag Shah & Associates, Practicing Company Secretaries to undertake the Secretarial Audit of the Company. The Secretarial Audit Report for FY 2020-21 is annexed, which forms part of this report as Annexure-A.
The Secretarial Auditors have provided for following observation in their report:
During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned
above except the delay in appointment of the Chief Financial Officer. The Company has appointed Chief Financial Officer w.e.f. February 03, 2021.
in
as
In compliance with the provisions of Section 204 of
the Companies Act, 2013, the Company has already appointed Mr, Kaushal Shah as Chief Financial Officer of the Company w.e.f, February 03, 2021, In this connection, we would like to mention that the Company is a part of India-based Adani Group and has one of the largest global renewable portfolio with 19,340 MW of operating, under-construction, awarded and locked-in growth projects catering to investment-grade counterparties. Mercom Capital, the US-based think tank has ranked the Adani Group as the #1 global solar power generation asset owner, Looking to the complexities involved in the business operations of the Company and its continuous plans for tapping international markets for fund raising etc,, the Company extensively searched for suitable candidates having requisite qualification & experience for the post of its Chief Financial Officer, The Company had interviewed several candidates for over 12 months but couldn''t found the suitable candidate, Ultimately Mr, Kaushal Shah, who was having requisite qualification & experience from within the Group, was identified for the said post and the Board, on recommendation of Nomination & Remuneration Committee, approved his appointment w,e,f, February 03, 2021, In view of above, it is submitted that the Company has adequately complied with the provisions of Section 204 of the Companies Act, 2013,
Secretarial Standards:
Your Directors confirm that the Secretarial Standards issued by the Institute of Company Secretaries of
India, have been complied with,
Reporting of frauds by auditors:
During the year under review, neither the statutory
auditors nor the secretarial auditor has reported to the Audit Committee or the Board, under Section 143 (12) of the Act, any instances of fraud committed
against the Company by its officers or employees, the details of which would need to be mentioned in the Board''s Report,
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-B,
The statement containing particulars of employees as required under Section 197 of the Companies Act, 2013read 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 their of, 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 Act read with rule 8 of The Companies (Accounts) Rules, 2014,
as amended from time to time is annexed to this Report as Annexure -C,
Acknowledgement:
Your Directors are highly grateful for all the guidance,
support and assistance received from the Government of India, Government of all the states where our power projects are established, Financial Institutions and Banks, Your Directors thank all shareholders, esteemed customers, suppliers and business associates for their faith, trust and confidence reposed in the Company,
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 |
|
|
Gautam S. Adani |
|
|
Place: Ahmedabad |
Chairman |
|
Date: May 13, 2021 |
(DIN: 00006273) |
Mar 31, 2019
Directors'' Report
Dear Shareholders,
The Directors are pleased to present the 4th Annual Report along with the audited financial statements of your Company for the financial year ended on March 31, 2019.
Financial Performance:
The audited financial statements of the Company as on March 31, 2019 are prepared in accordance with the relevant applicable IND AS and Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") and provisions of the Companies Act, 2013 ("Act").
The summarized financial highlight is depicted below:
(Rs, in Lakhs)
|
Particulars |
Consolidated |
Standalone |
||
|
2018-19 |
2017-181 |
2018-19 |
2017-181 |
|
|
Revenue from operations |
2,05,798.31 |
1,48,028.22 |
31,812.67 |
1,71,875.87 |
|
Other Income |
7,301.49 |
3,899.36 |
30,264.66 |
6,659.51 |
|
Total Income |
2,13,099.80 |
1,51,927.58 |
62,077.33 |
1,78,535.38 |
|
Cost of Materials consumed |
13,013.59 |
9,054.10 |
- |
8,143.28 |
|
Purchase of Stock in Trade |
- |
42,386.38 |
29,769.89 |
1,58,702.27 |
|
Employee Benefit Expenses |
5,964.95 |
4,365.38 |
2,567.26 |
1,659.41 |
|
Depreciation and Amortization Expenses |
1,06,195.97 |
54,298.71 |
834.07 |
930.04 |
|
Finance Cost |
1,12,117.56 |
55,182.26 |
28,823.71 |
13,097.69 |
|
Other Expenses |
15,837.76 |
8,871.72 |
3,036.57 |
1,228.47 |
|
Total Expenditure |
2,71,565.33 |
1,72,945.47 |
65,993.52 |
1,83,748.10 |
|
Profit / (Loss) before share of Profit / (Loss) from Joint Venture and tax |
(58,465.53) |
(21,017.89) |
(3,916.19) |
(5,212.72) |
|
Share of Profit / (Loss) from Joint Venture (net of tax) |
(356.37) |
(3.38) |
- |
- |
|
Profit / (Loss) before tax |
(58,821.90) |
(21,021.27) |
(3,916.19) |
(5,212.72) |
|
Tax (credit) / Expense |
(11,316.31) |
(7,269.69) |
(417.81) |
(591.21) |
|
Net Profit / (Loss) for the year |
(47,505.59) |
(13,751.58) |
(3,498.38) |
(4,621.51) |
|
Other Comprehensive income (net of tax) |
(2,744.00) |
(31.71) |
(10.66) |
(6.68) |
|
Total Comprehensive Income for the year / period |
(50,249.59) |
(13,783.29) |
(3,509.04) |
(4,628.19) |
1. Pursuant to the Scheme of Arrangement among Adani Enterprises Limited (AEL") and Adani Green Energy Limited (the "Company") and their respective shareholders and creditors, as sanctioned by the Hon''ble National Company Law Tribunal, bench, at Ahmadabad vide its order dated February 16, 2018, coming into effect from Appointed Date i.e. April 01, 2018, the Renewable Power Undertaking of AEL and investments of AEL in Prayatna Developers Private Limited were transferred and vested on to the Company w.e.f. Appointed Date. Since the transaction qualifies as common control business combinations under Ind AS 103 - "Business Combinations", the previous period comparative figures have been restated as if the business combination have occurred with effect from April 01, 2017.
There are no material changes and commitments affecting the financial position of the Company between the end of the financial year and the date of this report.
Performance Highlights: Consolidated Financial Performance of the Company:
Your Company has recorded total income to the tune of Rs,2,05,798.31 Lakhs during the financial year 2018-19 compared to Rs,1,48,028.22 Lakhs in the corresponding previous financial year.
During the year, your Company generated earnings before interest, depreciation and tax (EBIDTA) of Rs,1,59,491.63 Lakhs compared to Rs,88,463.08 Lakhs in the previous year.
Net Loss for the financial year 2018-19 is Rs,47,505.59 Lakhs as compared to Loss of Rs,13,751.58 Lakhs in the previous financial year.
Earnings per share stood at Rs,(3.57) on face value of Rs,10 each.
Operational Highlights:
Your Company is the only large listed pure play Renewable Power producer in India with a current Indian project portfolio of 4,560 MWac, on consolidated basis, with operational portfolio of 2,020 MWac and balance 2,540 MWac under construction. The projects of your Company are set up at 57 locations spread across 11 states in India. The plants'' average availability for the current year was 99.00% as compared to 98.83% in the previous year. The average PLF for Solar during the year was 22.41% as compared to 20.21% in the previous year and for Wind during the year was 25.89% as compared to 22.35% in the previous year. Your Company has operational zed Remote Operation Nerve Centre ("RONC") at Ahmedabad and connected to all the plants.
Standalone Financial Performance:
Your Company has recorded total income to the tune of Rs,31,812.67 Lakhs during the financial year 2018-19 compared to Rs,1,71,875.87 Lakhs in the corresponding previous financial year.
During the year, your Company generated earnings before interest, depreciation and tax (EBIDTA) of Rs,25,741.59 Lakhs as compared to Rs,8,815.01 Lakhs in the previous year.
Net loss for the financial year 2018-19 is Rs,3,498.38 Lakhs as compared to Rs,4,621.511 Lakhs in the previous financial year.
Earnings per share stood at Rs,(0.32) on face value of Rs,10/- each.
Share Capital:
Upon the Scheme of Arrangement among Adani Enterprises Limited and Adani Green Energy Limited and their respective shareholders and creditors, coming into effect from April 01, 2018, the Company had issued 761 Equity Shares of Rs,10/each to shareholders of Adani Enterprises Limited against every 1,000 Equity Shares held by them. Accordingly, 64,96,89,000 Equity Shares held by Adani Enterprises Limited in the Company alongwith its nominees were cancelled and 83,69,55,473 Equity Shares were issued by the Company on April 08, 2018.
Post allotment and as on March 31, 2019, the paid-up share capital of the Company is Rs,1564,01,42,800/- comprising of 156,40,14,280 Equity Shares of Rs,10/- each.
Listing of the Equity Shares:
The Equity Shares of your Company got listed on BSE Limited, Mumbai and the National Stock Exchange of India Limited, Mumbai on June 18, 2018.
Dividend:
In view of growth paradigm and accumulated losses on standalone basis, 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 fixed deposits within the meaning of Section 73 of the Act read with rules made there under.
Particulars of loans, guarantees or investments:
The provisions of Section 186 of the Act, with respect to a loan, guarantee or security is not applicable to the Company as the Company is engaged in providing infrastructural facilities which is exempted under Section 186 of the Act.
The details of investment made during the year under review are disclosed in the financial statements.
Subsidiaries, Joint Venturesand Associate Companies:
Your Company had 39 (direct and indirect) subsidiaries and 1 Joint Venture as on March 31, 2019.
During the year under review, the following changes have taken place in Subsidiaries, Joint Venture, Associate
Companies and LLPs:
Formation / Acquisition of Subsidiary / Associate / Joint Venture Companies:
1. Kodangal Solar Parks Private Limited (balance 51% of Equity Shares were acquired by the Company on January 11, 2019. Accordingly, KSPPL became Wholly-owned Subsidiary of the Company);
2. Adani Renewable Energy (MH) Limited;
3. Adani Renewable Energy (TN) Limited (Wholly-owned Subsidiary of Adani Green Energy (MP) Limited, which is a Wholly-owned Subsidiary of the Company);
4. Adani Renewable Energy (KA) Limited;
5. Adani Renewable Energy (GJ) Limited (Wholly-owned Subsidiary of Adani Green Energy (MP) Limited, which is a Wholly-owned Subsidiary of the Company);
6. Adani Renewable Energy (RJ) Limited (Wholly-owned Subsidiary of Mahoba Solar (UP) Private Limited, which is a Wholly-owned Subsidiary of the Company);
7. Prayatna Developers Private Limited (acquired by virtue of Scheme of Arrangement among Adani Enterprises Limited and Adani Green Energy Limited and their
respective shareholders and creditors);
8. Adani Renewable Energy Park Limited;
9. Adani Renewable Energy Park Rajasthan Limited (Joint Venture of Adani Renewable Energy Park Limited with Government of Rajasthan)
10. Adani Renewable Energy Park (Gujarat) Limited;
11. Adani Wind Energy (GJ) Limited;
12. Adani Saur Urja (KA) Limited (Wholly-owned Subsidiary of Mahoba Solar (UP) Private Limited, which is a Wholly-owned Subsidiary of the Company);
13. Adani Wind Energy (TN) Limited (Wholly-owned Subsidiary of Mahoba Solar (UP) Private Limited, which is a Wholly-owned Subsidiary of the Company);
14. Adani Green Energy One Limited (Wholly-owned Subsidiary of Adani Renewable Energy Park (Gujarat) Limited, which is a Wholly-owned Subsidiary of the Company);
15. Adani Green Energy Two Limited;
16. Adani Green Energy Three Limited (Wholly-owned Subsidiary of Adani Renewable Energy Park (Gujarat) Limited, which is a Wholly-owned Subsidiary of the Company);
17. Adani Green Energy Four Limited;
18. Adani Green Energy Five Limited (Wholly-owned Subsidiary of Adani Renewable Energy Park (Gujarat) Limited, which is a Wholly-owned Subsidiary of the Company);
19. Adani Green Energy Pte Limited;
20. Adani Phuoc Minh Wind Power Company Limited;
21. Adani Phuoc Minh Solar Power Company Limited;
22. Adani Solar USA Inc.;
23. Adani Green Energy (Australia) Pte Limited
(Wholly-owned Subsidiary of Adani Green Energy Pte Limited, which is a Wholly-owned Subsidiary of the Company);
24. Adani Green Energy (US) Pte Limited (Wholly-owned
Subsidiary of Adani Green Energy Pte Limited, which is a Wholly-owned Subsidiary of the Company); and
25. Adani Green Energy (Vietnam) Pte Limited
(Wholly-owned Subsidiary of Adani Green Energy Pte Limited, which is a Wholly-owned Subsidiary of the Company)
Cessation of Subsidiary Companies: None
Pursuant to the provisions of Section 129, 134 and 136 of the Act read with rules made there under and Regulation 33 of the Listing Regulations, the Company has prepared consolidated financial statements of the Company and its subsidiaries and a separate statement containing the salient features of financial statement of subsidiaries, joint ventures and associates in Form AOC-1 forms part of this Annual Report.
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 /i n during business hours. The financial statements of the subsidiary companies shall also be kept for inspection by any shareholder/s during working hours at the Company''s registered office and that of the respective subsidiary companies concerned. In accordance with Section 136 of the Companies Act, 2013, the audited financial statements, including consolidated financial statements and related information of the Company and audited accounts of each of its subsidiaries, are available on our website, www.adanigreenenergy.com. Details of developments of subsidiaries of the Company are covered in the Management''s Discussion and Analysis Report forms part of this Report.
Directors and Key Managerial Personnel: Director retiring by rotation
Pursuant to the requirements of the Act and Articles of Association of the Company, Mr. Rajesh S. Adani (DIN: 00006322) is liable to retire by rotation and being eligible offers himself for re-appointment. The Board recommends the appointment of Mr. Rajesh S. Adani as Director of the Company retiring by rotation.
During the year under review
Mr. Jayant Parimal, Managing Director and Mr. Jay Shah, Independent Director of the Company, had resigned from the Board of Directors with effect from May 07, 2018 and May 24, 2018, respectively. The Board places on record its sincere appreciation for the valuable services and guidance rendered by them during the tenure of their Directorship.
The Board appointed Mr. Jayant Parimal as Chief Executive Officer and Key Managerial Personnel of the Company with effect from May 07, 2018.
Mr. Sagar Adani, Executive Director (DIN: 07626229) of the Company was appointed as an Additional Director and Executive Director of the Company for a period of five years w.e.f October 31, 2018 subject to the approval of shareholders of the Company,
Mr. Sandeep Singhi (DIN: 01211070) was appointed as an Additional Director (Non-Executive & Independent Director) of the Company, with effect from October 29, 2018. As an Additional Director, he holds office up to ensuing Annual
General Meeting. The Company has received notice from a member under Section 160 of the Companies Act, 2013 proposing his appointment as Director of the Company,
In accordance with the provisions of Section 149 of the Companies Act, 2013, Mr. Sandeep Singhi is being appointed as an Independent Director to hold office as per his tenure of appointment as mentioned in the Notice of the ensuing Annual General Meeting of the Company.
Pursuant to the provisions of Section 149 of the Companies Act, 2013, Dr. Raaj Kumar Sah and Mrs. Sushama Oza were appointed as Independent Directors at the Annual General
Meeting of the Company held on August 07, 2018. The terms and conditions of appointment of Independent Directors are as per Schedule IV of the Act.
The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed in Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations and there has been no change in the circumstances which may affect their status as independent director during the year.
The Board recommends the appointment / re-appointment of above Directors for your approval.
Brief details of Directors proposed to be appointed / re-appointed as required under Regulation 36 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is provided in the Notice of the Annual
General Meeting.
Directors'' Responsibility Statement:
Pursuant to Section 134(5) of the Act, 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 judgments 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 at the end of the financial year and of the profit and loss of the Company for that period;
c. that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act 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 control 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 5 (five) 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 and their Meeting:
The Independent Directors met on February 07, 2019, 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 and 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 Boards'' functioning such as composition of the Board & committees, experience & competencies, performance of specific duties & obligations, contribution at the meetings and otherwise, independent judgement, 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 Act is available on the website of the Company at http:// www.adanigreenenergy.com/investor/investordownload
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, 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 the SEBI Listing Regulations and Companies Act, 2013 are given in the Corporate
Governance Report which forms part of this report.
Corporate Social Responsibility Committee:
The Company has constituted a Corporate Social Responsibility (CSR) Committee and has framed a CSR Policy. The brief details of (CSR) Committee are provided in the Corporate Governance Report. The Annual Report on CSR activities is annexed to this Report. The CSR Policy is available on the website of the Company at http://www.adanigreenenergy.com/Investor-relation/ investor-download.
Corporate Governance and Management Discussion and Analysis Report:
Separate reports on Corporate Governance compliance and Management Discussion and Analysis as stipulated by the SEBI Listing Regulations 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.
In compliance with Corporate Governance requirements as per the SEBI Listing Regulations, 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 Responsibility Report for the year ended March 31, 2019 as stipulated under Regulation 34 of Listing Regulations is annexed which forms part of this Annual Report.
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.
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.
Significant Safety Initiatives and Updates:
- Your Company has achieved 5.74 million Safe Man Hours in the financial year 2018-''19;
- Your Company has imparted safety induction to 5,213 new employees and workers at various locations;
- Your Company has imparted various EHSF (Environment, Health, Safety and Fire) related training to more than 837 workers and employees;
- Your Company has received Silver Award in OHS category from Greentech Foundation;
- Your Company has conducted various safety campaigns and initiatives across various plant location during the financial year 2018-''19 like Nation Safety Week, Road Safety Campaign, World Environment day, Fire Service Week, etc.;
- Your Company has achieved Level - 0 across all O&M sites in Safety Management System (S.M.S.);
- Your Company has launched Project Sankalp for enhancing the knowledge of all employees on Electrical Safety;
- Your Company has in place online OHS - ERP solution - Adani Gensuite, through which anyone can report safety concerns (unsafe act / conditions, suggestions, good practices, initiative, feedback) using his / her mobile phones.
- Your Company has also implemented a Behaviour based safety tool called - Suraksha Samwaad, wherein the leaders interact with the workforce regularly to engage them on safety.
Statutory Auditors & Auditors'' Report:
Pursuant to the provisions of Section 139 of the Act read with rules made there under, as amended from time to time, M/s. Dharmesh Parikh & Co., Chartered Accountants (Firm Registration No 112054W), were appointed as statutory auditors of the Company to hold office till the conclusion of the Annual General Meeting (AGM) of the Company to be held in the calendar year 2021 and M/s. B S R & Co. LLP, Chartered Accountants (Firm Registration No.: 101248W/W-100022) were appointed as joint statutory auditors of the Company to hold office till the conclusion of the Annual General Meeting (AGM) of the Company to be held in the calendar year 2023.
The Notes to the financial statements referred in the Auditors Report are self-explanatory. There are no qualifications or reservations or adverse remarks or disclaimers given by
Statutory Auditors'' of the Company and therefore do not call for any comments under Section 134 of the Companies Act, 2013. The Auditors'' Report is enclosed with the financial statements in this Annual Report.
Secretarial Audit Report:
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the rules made there under, the Company has re-appointed M/s. Chirag Shah & Associates, Practicing Company Secretaries to undertake the Secretarial Audit of the Company. The Secretarial Audit Report for FY2018-19 is annexed, which forms part of this report as Annexure - B. There were no qualifications, reservation or adverse remarks given by Secretarial Auditors of the Company.
Secretarial Standards:
Your Directors confirm that the Secretarial Standards issued by the Institute of Company Secretaries of India, have been complied with.
Reporting of Particulars of Frauds:
There was no instance of fraud during the year under review, which required the Statutory Auditors to report to the Audit committee and / or Board under Section 143(12) of the Act and the rules made there under.
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 Act 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 are highly grateful for all the guidance, support and assistance received from the Government of India, Government of all the states where our power projects are established, Financial Institutions and Banks.
Your Directors thank all shareholders, esteemed customers, suppliers and business associates for their faith, trust and confidence reposed in the Company.
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
Gautam S. Adani
Chairman
(DIN: 00006273)
Place: Boston
Date: May 15, 2019
Mar 31, 2018
Directors'' Report
Dear Shareholders,
The Directors are pleased to present the 3 rd Annual Report along with the audited financial statements of your Company for the financial year ended on March 31, 2018.
Financial Performance:
The audited financial statements of the Company as on March 31, 2018 are prepared in accordance with the relevant applicable IND AS and provisions of the Companies Act, 2013 ("Actâ).
The summarized financial highlight is depicted below:
(Rs, in Lakhs)
|
Particulars |
Consolidated |
Standalone |
||
|
2017-18 | |
2016-17 |
2017-18 |
2016-17 |
|
|
Revenue from operations |
86,808.82 |
50,164.83 |
9,843.71 |
990.99 |
|
Other Income |
3,364.35 |
8,029.98 |
5,746.74 |
784.11 |
|
Total Income |
90,173.17 |
58,194.81 |
15,590.45 |
1,775.10 |
|
Cost of Materials consumed |
9,403.31 |
26.03 |
8,492.48 |
- |
|
Employee Benefit Expenses |
3,094.11 |
3,899.23 |
1,659.41 |
1,994.76 |
|
Depreciation and Amortisation Expenses |
44,830.86 |
33,326.56 |
930.04 |
1,015.34 |
|
Finance Cost |
39,692.98 |
33,413.79 |
6,905.96 |
2,683.39 |
|
Other Expenses |
7,233.50 |
5,920.58 |
1,055.16 |
1,011.85 |
|
Total Expenditure |
1,04,254.76 |
76,586.19 |
19,043.05 |
6,705.34 |
|
Profit / (Loss) before exceptional items and tax |
(14,081.59) |
(18,391.38) |
(3,452.60) |
(4,930.24) |
|
Tax Expense (net) |
(7,600.43) |
(13,767.97) |
(591.21) |
- |
|
Profit / (Loss) after tax and before share in joint venture |
(6,481.16) |
(4,623.41) |
(2,861.39) |
(4,930.24) |
|
Share of (Loss) from Joint Venture |
(3.38) |
(43.87) |
- |
- |
|
Net Profit / (Loss) for the year |
(6,484.54) |
(4,667.28) |
(2,861.39) |
(4,930.24) |
|
Other Comprehensive income (net of tax) |
(34.50) |
19.80 |
(6.68) |
4.46 |
|
Total Comprehensive Income for the year / period |
(6,519.04) |
(4,647.48) |
(2,868.07) |
(4,925.78) |
There are no material changes and commitments affecting the financial position of the Company between the end of the financial year and the date of this report.
Performance Highlights:
Consolidated Financial Performance of the Company:
Your Company has recorded total income to the tune of Rs, 90,173.17 Lakhs during the financial year 2017-18 compared to Rs, 58,194.81 Lakhs in the corresponding previous financial year.
During the year, your Company generated earnings before interest, depreciation and tax (EBIDTA) of Rs, 70,442.25 Lakhs compared to Rs, 48,348.97 Lakhs in the previous year.
Net loss for the financial year 2017-18 is Rs, 6,484.54 Lakhs as compared to Loss of Rs, 4,667.28 Lakhs in the previous financial year.
Earnings per share stood at Rs, (0.48) on face value of Rs, 10 each.
Operational Highlights:
Your Company is one of the large renewable companies in India with a current project portfolio of ~3.0 GW and operational capacity of the Company is ~2.0 GW. The portfolio is almost equally split capacity wise between central and state government schemes. Your Company is present across 11 Indian states, Gujarat, Punjab, Rajasthan, Maharashtra, Karnataka, Tamilnadu, Andhra Pradesh, Telangana, Chhattisgarh, Madhya Pradesh and Uttar Pradesh with a portfolio of 36 operational projects and 3 under construction projects.
Standalone Financial Performance:
Your Company has recorded total income to the tune of Rs, 15,590.45 Lakhs during the financial year 2017-18 compared to Rs, 1,775.10 Lakhs in the corresponding previous financial year.
During the year, your Company generated earnings before interest, depreciation and tax (EBIDTA) of Rs, 4,383.40 Lakhs as compared to Rs, (1,231.51) Lakhs in the previous year.
Net loss for the financial year 2017-18 is Rs, 2,861.39 Lakhs as compared to Rs, 4,930.24 Lakhs in the previous financial year.
Earnings per share stood at Rs, (0.21) on face value of Rs, 10 each.
Dividend:
In view of accumulated losses on standalone basis, your Directors have not recommended any dividend on Equity Shares for the year under review.
Status of Scheme of Arrangement:
During the year under review, the Hon''ble National Company
Law Tribunal, bench at, Ahmadabad had, vide its order dated February 16, 2018 sanctioned the Scheme of Arrangement among Adani Enterprises Limited ("AEL") and Adani Green
Energy Limited ("AGEL") and their respective shareholders and creditors (the "Scheme").
The Scheme, with effect from April 01, 2018, inter alia, provides for transfer and vesting of Renewable Power Undertaking of AEL to AGEL.
Fixed Deposits:
During the year under review, your Company has not accepted any fixed deposits within the meaning of Section 73 of the Act read with rules made there under.
Particulars of loans, guarantees or investments:
The provisions of Section 186 of the Act, with respect to a loan, guarantee or security is not applicable to the Company as the Company is engaged in providing infrastructural facilities which is exempted under Section 186 of the Act. The details of investment made during the year under review are disclosed in the financial statements.
Subsidiaries, Joint Ventures and Associate Companies:
Your Company had 15 (direct and indirect) subsidiaries and 1 joint venture as on March 31, 2018.
During the year under review, the following changes have taken place:
- 49% of Equity Shares of Kodangal Solar Parks Private Limited
("KSPPL'') were acquired by the Company on March 22, 2018. Accordingly, KSPPL became an joint venture of the Company.
- 50,000 Equity Shares of Zemira Renewable Energy Limited
("Zemira") (erstwhile known as Adani Wind Energy (AP) Limited) constituting 100% of paid-up share capital, were disposed off by the Company on December 20, 2017. Accordingly, Zemira ceased to be subsidiary of the Company.
Apart from this, 100% investment of AEL into Equity Shares of Prayatna Developers Private Limited ("PDPL") were transferred to the Company pursuant to the Scheme w.e.f. the appointed date i.e. April 01, 2018. Accordingly, PDPL became Wholly-owned subsidiary of the Company w.e.f. April 01, 2018,
Pursuant to the provisions of Section 129, 134 and 136 of the Act read with rules made there under, the Company had prepared consolidated financial statements of the Company and its subsidiaries and a separate statement containing the salient features of financial statement of subsidiaries, joint ventures and associates in Form AOC-1 forms part of this Annual Report.
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 for inspection by any shareholder/s during working hours at the Company''s registered office and that of the respective subsidiary companies concerned. In accordance with Section 136 of the Act, the audited financial statements, including consolidated financial statements and related information of the Company and audited accounts of each of its subsidiaries, shall be made available on website, www.adanirenewables.com.
Directors and Key Managerial Personnel:
Pursuant to the requirements of the Act and Articles of Association of the Company, Mr. Gautam S. Adani (DIN: 00006273) is liable to retire by rotation and being eligible offers himself for re-appointment.
The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed in Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations and there has been no change in the circumstances which may affect their status as independent director during the year.
During the year, Mr. Ashok Jagetiya had resigned as Chief Financial Officer of the Company with effect from August 04, 2017.
The Board appointed Mr. Ashish Garg as Chief Financial Officer and Key Managerial Personnel of the Company with effect from August 04, 2017.
Mr. Jayant Parimal had resigned as Managing Director of the Company with effect from May 07, 2018.
The Board appointed Mr. Jayant Parimal as Chief Executive Officer and Key Managerial Personnel of the Company with effect from May 07, 2018.
The Board appointed Mr. Raaj Kumar Sah as an Additional
Director of the Company with effect from May 01, 2018 to hold office upto ensuing Annual General Meeting. The Company has received notices from a member proposing appointment of Mr. Raaj Kumar Sah as Director of the Company.
During the year, Mrs. Nayana Gadhavi and Mr. Vneet S Jaain had resigned from Directorship of the Company with effect from November 09, 2017 and December 07, 2017, respectively. The Board places on record its sincere appreciation for the valuable contribution and guidance rendered by Mrs. Nayana Gadhavi and Mr. Vneet S Jaain during their tenure with the Company.
The Board recommends the appointment / re-appointment of above Directors for your approval.
Brief details of Directors proposed to be appointed / re-appointed are provided in the Notice of Annual General Meeting.
Directors'' Responsibility Statement:
Pursuant to Section 134(5) of the Act, 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 judgements 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 at the end of the financial year and of the profit and loss of the Company for that period;
c. that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
The details of attendance of Directors at the Board Meetings and at the last Annual General Meeting are as under:
|
Name of Director |
Number of Board Meetings held and attended during FY 2017-18 Attended last AGM Held during the Attended tenure |
Attended last AGM |
|
|
Mr. Gautam S. Adani |
5 |
3 |
No |
|
Mr. Rajesh S. Adani |
5 |
3 |
No |
|
Mr. Vneet S. Jaain1 |
4 |
3 |
Yes |
|
Mr. Jayant Parimal |
5 |
5 |
Yes |
|
Mrs. Nayana Gadhavi2 |
4 |
3 |
No |
|
Mr. Jay Shah |
5 |
5 |
Yes |
|
Mr. Raaj Kumar Sah3 |
N.A. |
N.A. |
N.A. |
1 Resigned as Director of the Company w.e.f. December 07, 2017.
2. Resigned as Director of the Company w.e.f. November 09, 2017.
3. Appointed as an Additional Director of the Company w.e.f. May 01, 2018.
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 control 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 5 (five) times during the year under review. The Company has held at least one Board meeting in every quarter and the gap between two meetings did not exceed one hundred and twenty days. The necessary quorum was present in all the meetings. Leave of absence was granted to the concerned directors who could not attend the respective board meeting on request. The dates on which the Board meetings were held during FY 2017-18 are as follows:
May 22, 2017, August 04, 2017, October 07, 2017, November 09, 2017 and January 13, 2018.
The Companies Act, 2013 read with the relevant rules made thereunder facilitates the participation of a Director in Board / Committee meetings through video conferencing or other audio visual mode. Accordingly, the option to participate in the meeting through video conferencing was made available for the Directors except in respect of such meetings / items which are not permitted to be transacted through video conferencing.
Independent Directors'' Meeting:
The Independent Directors met on May 22, 2017, 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 Boards 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 at http://www.adanirenewables.com/investor/ investor downloads.
Internal Financial control system and their adequacy:
The Company has put in place strong internal control systems and best in class processes commensurate with its size and scale of operations.
There is a well-established multidisciplinary Management Audit
& Assurance Services (MA&AS) that consists of professionally qualified accountants, engineers and SAP experienced executives which carries out extensive audit throughout the year, across all functional areas and submits its reports to Management and Audit Committee about the compliance with internal controls and efficiency and effectiveness of operations and key processes risks.
Some Key Features of the Company''s internal controls system are:
- Adequate documentation of Policies & Guidelines.
- Preparation & monitoring of Annual Budgets through monthly review for all operating service functions.
- MA&AS department prepares Risk Based Internal Audit scope with the frequency of audit being decided by risk ratings of areas / functions. Risk based scope is discussed amongst MA& AS team, functional heads / process owners / CEO & CFO. The audit plan is formally reviewed and approved by Audit Committee of the Board.
- The entire internal audit processes are web enabled and managed on-line by Audit Management System.
- The Company has a strong compliance management system which runs on an online monitoring system.
- The Company has a well-defined delegation of power with authority limits for approving revenue & capex expenditure which is reviewed and suitably amended on an annual basis.
- The Company uses ERP system (SAP) to record data for accounting, consolidation and management information purposes and connects to different locations for efficient exchange of information.
- Apart from having all policies, procedures and internal audit mechanism in place, Company periodically engages outside experts to carry out an independent review of the effectiveness of various business processes and invites suggestions for process improvement.
- Internal Audit is carried out in accordance with auditing standards to review design effectiveness of internal control system & procedures to manage risks, operation of monitoring control, compliance with relevant policies & procedure and recommend improvement in processes and procedure.
The Audit Committee of the Board of Directors regularly reviews execution of Audit Plan, the adequacy & effectiveness of internal audit systems, and monitors implementation of internal audit recommendations including those relating to strengthening of company''s risk management policies & systems.
Risk Management:
The Company is exposed to business risks which may be internal as well as external. The Company has a comprehensive risk management system in place, which is tailored to the specific requirements of its business taking into account various factors such as size and nature of inherent risks and the regulatory environment of the Company. The risk management system enables it to recognize and analyze risks early and to take the appropriate action. The senior management of the Company regularly reviews the risk management processes of the Company for effective risk management. The major risks identified by the businesses are systematically addressed through mitigation actions on a continual basis.
Committees of Board:
The Board Committees play a vital role in ensuring sound Corporate Governance practices. The Committees are constituted to handle specific activities and ensure speedy resolution of the diverse matters. The Board Committees are set up under the formal approval of the Board to carry out clearly defined roles which are considered to be performed by members of the Board, as a part of good governance practice. The Board supervises the execution of its responsibilities by the Committees and is responsible for their action. The minutes of the meetings of all the Committees are placed before the Board for review.
A) Audit Committee
The Audit Committee of the Company was constituted on August 20, 2016 and subsequently reconstituted from time to time to comply with statutory requirement.
The Audit Committee acts as a link among the Management, the Statutory Auditors, Internal Auditors and the Board of Directors to oversee the financial reporting process of the Company. The Committee''s purpose is to oversee the quality and integrity of accounting, auditing and financial reporting process including review of the internal audit reports and action taken report.
Terms of reference:
The powers, role and terms of reference of the Audit Committee covers the areas as contemplated Section 177 of the Companies Act, 2013. The brief terms of reference of Audit Committee are as under:
1. The recommendation for appointment, remuneration and terms of appointment of auditors of the Company;
2. Review and monitor the auditor''s independence and performance, and effectiveness of audit process;
3. Examination of the financial statement and the auditor''s report thereon;
4. Approval or any subsequent modification of transactions of the company with related parties;
5. Scrutiny of inter-corporate loans and investments;
6. Valuation of undertakings or assets of the company, wherever it is necessary;
7. Evaluation of internal financial controls and risk management systems;
8. Any other responsibility as may be assigned by the board from time to time
Meetings, Attendance & Composition of the Audit Committee
During the year under review, Audit Committee met four times on May 22, 2017, August 04, 2017, November 09, 2017 and January 13, 2018. The intervening gap between two meetings did not exceed 120 days.
The Composition of the Audit Committee and details of attendance of the members at the meetings held during the year are given below:
|
Name of Director |
Designation |
Category |
Number of Meetings held and attended during FY 2017-18 Held during the Attended tenure |
|
|
Mr. Jayant Parimal |
Chairman |
Executive Director |
4 |
4 |
|
Mrs. Nayana Gadhavi1 |
Member |
Non-Executive & Independent Director |
3 |
2 |
|
Mr. Jay Shah |
Member |
Non-Executive & Independent Director |
4 |
4 |
1. Resigned as Director of the Company w.e.f. November 09, 2017. Accordingly, she also ceased as member of the Audit Committee with effect from the said date.
All the members of Audit committee have accounting and financial management knowledge and expertise/ exposure. The Chairman of the Audit Committee attended the last Annual General Meeting (AGM) held on August 02, 2017 to answer shareholder''s queries.
B) Nomination and Remuneration Committee
The Nomination and Remuneration Committee of the Company was constituted on August 20, 2016 and subsequently reconstituted from time to time to comply with statutory requirement.
Terms of reference:
The powers, role and terms of reference of the Nomination & Remuneration Committee covers the areas as contemplated Section 178 of the Companies Act, 2013. The brief terms of reference of Nomination & Remuneration Committee are as under:
1. Formulation of the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a policy, relating to the remuneration of the directors, key managerial personnel and other employees.
2. Formulation of criteria for evaluation of Independent
Directors and the Board.
3. Devising a policy on Board diversity.
4. Identifying persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down and recommend to the Board their appointment and removal.
5. To recommend / review remuneration of the Managing Director(s) and Whole-time Director(s)/ Executive Director(s) based on their performance and defined assessment criteria.
6. To carry out any other function as is mandated by the Board from time to time and / or enforced by any statutory notification, amendment or modification, as may be applicable.
Meetings, Attendance & Composition of the Nomination & Remuneration Committee
During the year under review, Nomination & Remuneration Committee met one time on May 22, 2017.
The Composition of the Nomination & Remuneration Committee and details of attendance of the members at the meetings held during the year are given below:
|
Name of Director |
Designation |
Category Number of Meetings held and attended during FY 2017-18 Held during the Attended tenure |
||
|
Mr. Vneet S Jaain1 |
Chairman |
Non-Executive Director |
1 |
1 |
|
Mrs. Nayana Gadhavi2 |
Member |
Non-Executive & |
1 |
1 |
|
Independent Director |
||||
|
Mr. Jay Shah |
Member |
Non-Executive & |
1 |
1 |
|
Independent Director |
||||
1. Resigned as Director of the Company w.e.f. December 07, 2017. Accordingly, he also ceased as member of the Nomination & Remuneration Committee with effect from the said date.
2. Resigned as Director of the Company w.e.f. November 09, 2017. Accordingly, she also ceased as member of the Nomination & Remuneration Committee with effect from the said date.
The quorum of the Committee is of two members.
The Board of Directors review the Minutes of the Nomination & Remuneration Committee Meetings at subsequent Board Meetings.
The Company Secretary acts as a Secretary to the Committee.
Remuneration Policy
The remuneration policy of the Company is directed towards rewarding performance, based on review of achievements on a periodic basis. The Company endeavours to attract, retain, develop and motivate the high-calibre executives and to incentivize them to develop and implement the Group''s strategy, thereby enhancing the business value and maintain a high performance workforce. The policy ensures that the level and composition of remuneration of the Directors is optimum.
The Executive and Promoter Directors are not being paid sitting fees for attending meetings of the Board of Directors and its committees. Other than sitting fees paid to the Non-Executive Directors, there were no pecuniary relationships or transactions by the Company with any of the Non-Executive and Independent Directors of the Company. The Company has not granted stock options to Non-Executive and Independent Directors.
The details of sitting fees paid to Non-Executive Directors for the Financial Year 2017-18 are forming part of in
Annexure - A to this report.
ii) Remuneration to Executive Directors
The remuneration of the Executive Director is recommended by the Nomination and Remuneration Committee based on criteria such as industry benchmarks, the Company''s performance vis-a-vis the industry, responsibilities shouldered, performance / track record, macroeconomic review on remuneration packages of heads of other organizations and is decided by the Board of Directors.
The Company has not paid any remuneration to the Executive Director during the F.Y. 2017-18.
Corporate Social Responsibility Committee:
The Company has constituted a Corporate Social Responsibility ("CSR") Committee as required under Section 135 of the Companies Act, 2013 and rules framed there under and has framed a CSR Policy. The Annual Report on CSR activities is annexed to this report as Annexure - D.
Terms of reference of the Committee, interalia, includes the following:
1. To formulate and recommend to the Board, a Corporate
Social Responsibility Policy which shall indicate the activities to be undertaken by the Company as specified in Schedule VII of the Companies Act, 2013 and rules made there under;
2. To recommend the amount of expenditure to be incurred on the CSR activities;
3. To monitor the implementation of framework of CSR policy;
4. To carry out any other function as is mandated by the Board from time to time and / or enforced by any statutory notification, amendment or modification as may be applicable or as may be necessary or appropriate for performance of its duties.
The policy is available on the website of the Company at
http://www.adanirenewables.com/investor/
investor downloads.
Composition, Meetings and Attendance of CSR Committee
During the year under review, one CSR Committee meeting was held on January 13, 2018.
The details of the CSR Committee meetings attended by its members during F.Y. 2017-18 are given below:
|
Name of Director |
Designation |
Category Number of Meetings held and attended during FY 2017-18 Held during the Attended tenure |
||
|
Mr. Jayant Parimal1 |
Chairman |
Executive Director |
1 |
1 |
|
Mr. Rajesh S. Adani |
Member |
Non-Executive Director |
1 |
1 |
|
Mr. Jay Shah |
Member |
Non-Executive & |
1 |
1 |
|
Independent Director |
||||
1. Ceased to be the Director w.e.f. May 07, 2018. Accordingly, he also ceased as member of CSR Committee with effect from the said date.
The quorum of the Committee is of two members.
The Board of Directors review the Minutes of the CSR Committee Meetings at subsequent Board Meetings.
The Company Secretary acts as a Secretary to the Committee.
Prevention of Sexual Harassment at Workplace:
As per the requirement of The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 and rules made there under, 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.
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:
Pursuant to the provisions of Section 139 of the Act read with rules made there under, M/s. Dharmesh Parikh & Co., Chartered Accountants (Firm Registration No 112054W), were appointed as statutory auditors of the Company to hold office till the conclusion of the Annual General Meeting (AGM) of the Company to be held in the calendar year 2021, subject to ratification of their appointment at every AGM. Accordingly, the appointment of M/s. Dharmesh Parikh & Co., Chartered Accountants as Statutory Auditors of the Company is placed for ratification by the Shareholders. In this regard, the Company has received a certificate from the auditors to the effect that if they are re-appointed, it would be in accordance with the provisions of Section 141 of the Act.
Your Directors recommend the ratification of M/s. Dharmesh Parikh & Co., Chartered Accountants, as Statutory Auditors of the Company to hold office from the conclusion of this Annual General Meeting (AGM) till the conclusion of 06th AGM of the Company to be held in the calendar year 2021.
Further, M/s. B S R & Co. LLP, Chartered Accountants (Firm
Registration No.: 101248W/W-100022), the joint statutory auditors of the Company, will retire at the conclusion of the ensuing Annual General Meeting and are eligible for reappointment.
The Board of Directors of the Company at their meeting held on May 07, 2018, on the recommendation of the Audit Committee, have recommended the appointment of M/s. B S R & Co. LLP, Chartered Accountants (Firm Registration No.: 101248W/W-100022) as joint statutory auditors of the Company to the members at the 3rd Annual General Meeting of the Company for the term of 5 years. Accordingly, a resolution proposing appointment of M/s. B S R & Co. LLP, as joint statutory auditors of the Company for a term of five consecutive years i.e. from the conclusion of 3rd Annual General Meeting till the conclusion of 8th Annual General Meeting of the Company pursuant to Section 139 of the Companies Act, 2013, forms part of the Notice calling 3rd Annual General Meeting of the Company. In this regard, the Company has received certificate to the effect that they satisfy the criteria provided under Section 141 of the Companies Act, 2013 and that the appointment, if made, shall be in accordance with the applicable provisions of the Companies Act, 2013 and rules framed there under.
The Notes to the financial statements referred in the Auditors Report are self-explanatory and therefore do not call for any comments under Section 134 of the Companies Act, 2013. The Auditors'' Report is enclosed with the financial statements in this Annual Report.
Secretarial Audit Report:
Pursuant to the provisions of Section 204 of the Act read with the rules made thereunder, your Company had appointed
M/s. Chirag Shah & Associates, Practising Company Secretaries to undertake the Secretarial Audit of the Company. The Secretarial Audit Report for financial year 2017-18 is annexed which forms part of this report as Annexure - B. There were no qualifications, reservation or adverse remarks in the Secretarial Audit Report of the Company.
Particulars of Employees:
The statement containing particulars of employees as required under Section 197 of the Act 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 Act, 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 Act read with rule 8 of The Companies (Accounts) Rules, 2014, as amended from time to time is annexed to this Report as Annexure - C.
Acknowledgement:
Your Directors are highly grateful for all the guidance, support and assistance received from the Government of India, Government of all the states where our power projects are established, Financial Institutions and Banks. Your Directors thank all shareholders, esteemed customers, suppliers and business associates for their faith, trust and confidence reposed in the Company.
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
Jayant Parimal Rajesh S. Adani
Managing Director Director
(DIN: 00511377) (DIN: 00006322)
Place : Ahmedabad
Date : May 07, 2018
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