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Adani Power Ltd.

BSE: 533096 Sector: Infrastructure
NSE: ADANIPOWER ISIN Code: INE814H01011
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OPEN 29.40
PREVIOUS CLOSE 29.25
VOLUME 225280
52-Week high 46.30
52-Week low 23.35
P/E
Mkt Cap.(Rs cr) 11,204
Buy Price 0.00
Buy Qty 0.00
Sell Price 29.00
Sell Qty 409.00
OPEN 29.40
CLOSE 29.25
VOLUME 225280
52-Week high 46.30
52-Week low 23.35
P/E
Mkt Cap.(Rs cr) 11,204
Buy Price 0.00
Buy Qty 0.00
Sell Price 29.00
Sell Qty 409.00

Adani Power Ltd. (ADANIPOWER) - Director Report

Company director report

Dear Shareholders

Your Directors present herewith the 21st Annual Report along with theaudited financial Statements of your Company for the financial year ended 31 stMarch 2017.

1. Financial Performance

The Financial highlight is depicted below:

(Rs. in crores)

Particulars Consolidated Results Standalone Results
2016–17 2015–16 2016–17 2015–16
Revenue from operations 22783.82 25532.17 11017.97 12875.27
Other Income 418.96 201.58 735.22 522.73
Total revenue 23202.78 25733.75 11753.19 13398.00
Operating and Administrative expenses 16812.17 16730.04 9760.54 9348.95
Operating Profit before Interest Depreciation and Tax 6390.61 9003.71 1992.65 4049.05
Depreciation and Amortization expenses 2672.36 2665.82 1120.72 1137.26
Profit before finance costs and exceptional items 3718.25 6337.89 871.93 2911.79
Finance Costs 5901.73 5963.17 3101.56 2951.19
Exceptional Item 4076.69 3907.94
Profit /(Loss) before tax (6260.17) 374.72 (6137.57) (39.40)
Tax expenses (86.07) (176.08) (83.23) (135.94)
Net Profit / (Loss) (6174.10) 550.80 (6054.34) 96.54
Other Comprehensive Income 3.97 30.97 1.63 20.36
Total Comprehensive (Loss) / income for the year (6170.13) 581.77 (6052.71) 116.90
Surplus brought forward from previous year
Balance available for appropriation (6170.13) 581.77 (6052.71) 116.90
Balance carried to Balance Sheet (6170.13) 581.77 (6052.71) 116.90

2. Indian Accounting Standards (Ind AS)

Your Company has adopted Indian Accounting Standards ("Ind AS") with effectfrom 1st April 2016 with the transition date of 1st April 2015.Accordingly the Financial Statements for the year ended 31st March 2017 havebeen prepared in accordance with Ind AS on the historical cost basis except for certainfinancial instruments that are measured at fair values. The Financial Statements for theyear ended 31st March 2016 have been restated to comply with Ind AS to makethem comparable.

Your Company has adopted Ind AS pursuant to the notification issued by the Ministry ofCorporate Affairs (MCA) and duly prescribed under section 133 of the Companies Act 2013read with rule 3 of the Companies Indian Accounting Standards) Rules 2015 and Companies(Indian Accounting Standards) Amendment Rules 2016 with effect from 1st April2016. The MCA notification also mandates Ind AS applicability to subsidiary Companies andhence the Company along with its subsidiaries have prepared and reported financialstatements under Ind AS including consolidated Financial Statements of the Group. Adescription of the transition to Ind–AS and its impact on Company's and Group's netprofit and equity has been provided in the respective financial statements.

3. Performance Highlights

Consolidated:

The key aspects of your Company's consolidated performance during the financial yearfollows: a) Revenue

The consolidated total revenue of your Company for FY 2016–17 stood atRs.23202.78 crores as against Rs.25733.75 crores for FY 2015–16 showing a decreaseof 10%. The revenue is lower in FY 2016–17 mainly due to non–recognition ofCompensatory Tariff (CT) for Mundra plant pursuant to the judgement by the Hon'bleSupreme Court in the matter and also due to reduction in quantum of power sold.

Your Company has sold 60.19 billion units of electricity during FY 2016–17 asagainst 64.62 billion units in FY 2015–16 from all the plants with decrease in PlantLoad Factor (PLF) from 76% in the previous year to 70% in FY 2016–17.

b) Operating and Administrative Expenses

The consolidated operating and administrative expenses of Rs.16812.17 crores during FY2016–17 which has increased marginally by 0.49% from Rs.16730.04 crores in FY2015–16. It mainly consists of expenses in nature of fuel cost employee benefitsexpense transmission expense repairs and maintenance etc.

The percentage of operating and administrative expenses to total revenue has increasedto 72% in FY 2016–17 from 65% in FY 2015–16 largely due to increase in fuelcost and non–recognition of CT.

c) Depreciation and Amortization Expenses

The consolidated depreciation and amortization Expenses of Rs.2672.36 crores during FY2016–17 which has increased by 0.26% from Rs.2665.82 crores in FY 2015–16.

d) Finance Costs

The consolidated finance costs of Rs.5901.73 crores during FY 2016–17 which hasdecreased by 1% from Rs.5963.17 crores in FY 2015–16.

e) Exceptional Item

Exceptional item for the year includes reversal of CT of Rs.3619.49 crores and otherreceivable of Rs.457.20 crores

f) Total Comprehensive (Loss) / Income for the year

Consolidated total comprehensive loss for the year was Rs.6170.13 crores as compared tototal comprehensive profitof Rs.581.77 crores in FY 2015–16. This is mainly due to CTreversal of earlier periods and non–recognition of CT for the current year.

Standalone:

The key aspects of your Company's standalone performance during the financial year 201617 are as 17 are as follows: a) Revenue

The total revenue of your Company for FY 2016–17 was Rs.11753.19 crores asagainst Rs.13398.00 crores for FY 2015–16 showing a decrease of 12% on account oflower sale of units of 27.56 billion units from 30.29 billion units and due tonon–recognition of Compensatory Tariff (CT) for Mundra plant pursuant to thejudgement by the Hon'ble Supreme Court in the matter.

b) Operating and Administrative Expenses

The operating and administrative expenses of Rs.9760.54 crores during FY 2016–17which has increased by 4.41% from Rs.9348.95 crores in FY 2015–16. The percentage ofoperating and administrative expenses to revenue has increased to 83% in FY 2016–17from 70% in FY 2015–16 largely due to increase in imported coal prices andtransmission and other expenses.

c) Depreciation and Amortization Expenses

The depreciation and amortization expenses of Rs.1120.72 crores during FY 2016–17has decreased by 1% from Rs.1137.26 crores in FY 2015–16.

d) Finance Costs

The finance costs of Rs.3101.56 crores during FY 2016–17 which has increased by5% from Rs.2951.19 crores in FY 2015–16.

e) Exceptional Item

Exceptional item for the year includes reversal of CT of Rs.3619.49 crores and otherreceivable of Rs.457.20 crores.

f) Total Comprehensive (Loss) / Income for the year

Total comprehensive loss for the year was Rs.6052.71 crores as compared to totalcomprehensive profit Rs.116.90 crores in FY 2015–16. This is mainly due to CTreversal of earlier periods and non–recognition of CT for the current year.

The detailed financial and operational performance of your Company has beencomprehensively discussed in the Management Discussion and Analysis Report which formspart of this Report.

4. Dividend

In view of the loss incurred during the financial year 2016–‘17 yourDirectors do not recommended for any dividend on Equity Shares for the year under review.

5. Material Changes and Commitments

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

The Hon'ble Supreme Court in the ongoing matter of Compensatory Tariff vide its orderdated 11th April 2017 has set aside the order of APTEL and ruled that thepromulgation of Indonesian regulation is neither Force Majeure nor Change in Law as perthe terms of PPA and hence does not entitle Company to CT. Further the order also heldthat the non–availability of domestic coal due to Change in Policy or Change in Lawin force in India constitute Change in Law as per the terms of PPA. The Hon'ble SupremeCourt directed the CERC to determine the relief under clause 13 of PPA. The Company hasfiled a petition with CERC to ascertain the relief that may be available to the Company.

6. Preferential Allotments

Allotment of Equity Shares on Preferential basis upon conversion of Warrants:

"During the financial year 2016 ‘17 the Company has issued and allotted523000000 Warrants at a price of Rs.32.54 (including premium of Rs.22.54 per Warrant)per Warrant to promoter group entities convertible into equivalent number of Equity Shareson preferential basis in accordance with and in terms of the provisions of Sections 39 42and 62(1)(c) of the Companies Act 2013 read with rules framed thereunder Chapter VII ofthe SEBI (Issue of Capital and Disclosure Requirements) Regulations 2009 as amended fromtime to time and other applicable laws. All these Warrants were converted into equivalentnumber of Equity Shares during the year under review.

7. Fixed Deposits

During the year under review your Company has not accepted any fixed Section 73 of theCompanies Act 2013 read with rules made there under.

8. Subsidiary Companies and Its Financial Performance

Your Company has total 6 direct and indirect subsidiaries as on 31st March2017. There has been no material change in the nature of the business of the subsidiaries.

The Financial performance of the key subsidiaries is as under:

Adani Power Maharashtra Limited (APML): Adani Power's Tiroda Power Planthas a total installed capacity of 3300 MW. PLF for the year was 61%. The Tiroda plantcontributed Rs.6494.77 crores towards the total consolidated revenue Rs.2410.87 crorestowards the consolidated EBIDTA. APML had Rs.217.24 crores comprehensive loss during theyear.

Adani Power Rajasthan Limited (APRL): Adani Power's Kawai Power Plant hasa total installed capacity of 1320 MW. PLF for the year was 72%. The Kawai plantcontributed Rs.4012.65 crores towards the total consolidated revenue Rs.1277.99 crorestowards the consolidated EBIDTA and Rs.14.83 crores comprehensive profit during the year.

Udupi Power Corporation Limited (UPCL): Adani Power's Udupi Power Planthas a total installed capacity of 1200 MW. PLF for the year was 75%. The Udupi plantcontributed Rs.3328.44 crores towards the total consolidated revenue Rs.1181.15 crorestowards the consolidated EBIDTA and Rs.45.26 crores comprehensive profit during the year.

9. Consolidated Financial Statements

Pursuant to the provisions of Section 129 134 and 136 of the Companies Act 2013 readwith rules framed there under and pursuant to Regulation 33 of the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 the Company had preparedconsolidated financial statements of the Company and its subsidiaries and a separatestatement containing the salient features of financial statements of subsidiaries jointventures and associates in Form AOC–1 are forming part of the Annual Report. TheFinancial Statements as stated above are also available on the website of the Company andcan be accessed at http://www.adanipower.com/investors/ financials.

The annual financial statements and related detailed information with in the of meaningthe subsidiary of companies shall be made available to the shareholders of the holding andsubsidiary companies seeking such information on all working days during business hours.The financial statements of the subsidiary companies shall also be kept open forinspection by any shareholder/s during working hours at the Company's registered officethat of the respective subsidiary companies concerned.

The separate audited financial statements in respect of each of the subsidiarycompanies are also available on the website of the Company. In accordance with Section 136of the Companies Act 2013 the audited financial statements including consolidatedfinancial statements and related information of the Company and audited financialstatements of each of its subsidiaries are available on our website www.adanipower.com.Details of developments of subsidiaries of the Company are covered in the ManagementDiscussion and Analysis Report which forms part of this Report.

10. Directors and Key Managerial Personnel

During the year under review there has been no change in the Board of Directors andKey Managerial Personnel of the Company.

Directors retire by rotation

Pursuant to the requirements of the Companies Act 2013 and Articles of Association ofthe Company Mr. Gautam S. Adani (DIN: 00006273) retires by rotation at the ensuing AnnualGeneral Meeting and being eligible for re–appointment has shown his willingness forreappointment.

The Board recommends the re–appointment of above Director for your approval.

Independent Directors and their Meeting

Your Company has received annual declarations from all the Independent Directors of theCompany confirming that they meet with the criteria of Independence provided in Section149(6) of the Companies Act 2013 and Regulations 16(1)(b) & 25 of the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 and there has been no change inthe circumstances which may affect their status as Independent Director during the year.

The Independent Directors met on 27th May 2017 without the attendance ofNon–Independent Directors and members of the Management. The Independent Directorsreviewed the performance of Non–Independent Directors and the Board as a whole; theperformance of the Chairman of the Company taking into account the views of ExecutiveDirectors and Non–Executive Directors and assessed the quality quantity andtimeliness of flow of information between the Company Management and the Board that isnecessary for the Board to effectively and reasonably perform their duties.

11. Directors' Responsibility Statement

Pursuant to Section 134(3)(c) and 134(5) of the Companies Act 2013 the Board ofDirectors to the best of their knowledge and ability state the following:

a. that in the preparation of the annual financial statement the applicable accountingstandards have been followed along with proper explanation relating to materialdepartures if any;

b. that such accounting policies have been selected and applied consistently andjudgement and estimates have been made that are reasonable and prudent so as to give atrue and fair view of the state of affairs of the Company as at 31st March2017 and of the loss of the Company for the year ended on that date;

c. that proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;

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

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

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

12. Board Evaluation

The Board carried out an annual performance evaluation of its own performance and thatof its committees and individual Directors as per the formal mechanism for such evaluationadopted by the Board. The performance evaluation of all the Directors was carried out bythe Nomination and Remuneration Committee. The performance evaluation of the Chairman theNon–Independent Directors and the Board as a whole was carried out by the IndependentDirectors. The exercise of performance evaluation was carried out through a structuredevaluation process covering various aspects of the Board functioning such as compositionof the Board & committees experience & competencies performance of specificduties & obligations contribution at the meetings and otherwise independentjudgment governance issues etc.

13. Policy on Directors' Appointment and Remuneration

The Nomination and Remuneration Committee of the Company based on the needs of theCompany and enhancing the competencies of the Board is selecting a candidate forappointment to the Board. The current policy is to have a balanced mix of executive andnon–executive independent directors to maintain the independence of the Board andseparate its function of Governance and Management. The Board of Directors at presentcomprises of 6 Directors of which 4 are non–executive including 1 women director.The number of Independent Directors is 3 which is one half of the total number ofDirectors.

As required under Section 178(3) of the Companies Act 2013 the policy of the Companyon Directors' appointment including criteria for determining qualifications independenceof a Director positive attributes and other matters is governed by the Nomination andRemuneration Policy. The remuneration paid to the Directors is in accordance with theRemuneration Policy of the Company.

The Company's policy on Directors' appointment and remuneration and other mattersprovided in Section 178(3) of the Companies Act 2013 is available on the website of theCompany at http://www.adanipower.com/ investors/investor-download.

14. Internal Financial Control (IFC) System and their Adequacy

The Directors are responsible for laying down internal financial controls to befollowed by the Company and that such internal financial were operating effectively. Asper Section 134(5)(e) of the Companies Act 2013 the Directors' Responsibility Statementshall state the same.

Your Company has adopted the IFC framework as guidance for ensuring adequate controlsand its effectiveness within the Company. The process of assessment of IFC would requiresetting up of an internal controls function in the organization. IFC Steering Committeeevaluates the design and operating effectiveness of the IFC framework. The framework alsofocuses on internal controls over financial reporting (ICFR) that are put in place todevelop and maintain reliable financialdata and to accurately present the same in atimely and appropriate manner. The framework refers to the policies and procedures adoptedby the Company for ensuring orderly and efficient conduct of its business includingadherence to company's policies safeguarding of its assets prevention and detection offrauds and errors accuracy and completeness of the accounting records timely preparationof reliable financial information.

The IT controls provide reasonable assurance of achieving the control objectivesrelated to the processing of financial information within the computer processingenvironment. IT controls ensures appropriate functioning of IT applications and systemsbuilt by the organization to enable accurate and timely processing of financial data.

Your Company deploys best in class applications and systems which streamline businessprocesses to improve performance and reduce costs. These systems provide seamlessintegration across modules and functions resulting into strong MIS platform and informeddecision–making by the Management.

The Company has adequate and effective internal financial control in place which isbeing periodically evaluated. The Company has put in place strong internal control systemsand best in class processes commensurate with its size and scale of operations. Internalfinancial control is a continuous process operating at all levels within the Company.

The ICFR is designed to provide reasonable assurance regarding the reliability offinancialreporting and the preparation of financialstatements for external purposes inaccordance with applicable accounting principles and policies & procedures.

During the year your Company has also carried out testing of controls at various areasof operation so as to ensure effectiveness of the internal financial control across thecontrols are adequate and Organisation.

A well–established multidisciplinary Management Audit & Assurance Servicesconsists of professionally qualified accountants engineers and SAP experienced executiveswhich carries out extensive audit throughout the year across all functional areas andsubmits its reports to Management and Audit Committee about the compliance with internalcontrols and efficiency and effectiveness of operation and key processes and risks. Somekey features of the Company's internal controls system are:

i. Adequate documentation of policies & guidelines.

ii. Preparation & monitoring of Annual Budgets through monthly review for alloperating & service functions.

iii. Management Audit department prepares Risk Based Internal Audit (RBIA) Scope withthe frequency of audit being decided by risk ratings of areas / functions. Risk basedscope is mutually accepted by various functional heads / process owners / CEO & CFO.

iv. The entire internal audit processes are web enabled and managed on–line byAudit Management System (AMS).

v. The Company has a strong Compliance Management System which runs on an onlinemonitoring system.

vi. Company has a well defined Delegation of Power with authority limits for approvingrevenue & capex expenditure.

vii. Company uses ERP system to record data for accounting consolidation andmanagement information purposes and connects to different locations for efficient exchangeof information.

viii. Internal Audit is carried out in accordance with auditing standards to reviewdesign effectiveness of internal control system & procedures to manage efficacy ofthis approach a robust risks operation of monitoring control compliance with relevantpolicies & procedure and recommend improvement in processes and procedure.

15. Risk Management

Company's Risk Management Framework is designed to help the organization to meet itsobjective through alignment of the operating controls to the mission and vision of theGroup. The Board of the Company has formed a risk management committee to frame implementand monitor the risk management plan for the Company. The committee is responsible forreviewing the risk management plan and ensuring its effectiveness. The audit committee hasadditional oversight in the area of financial risks and controls.

The Risk Management Framework institutionalized strives to ensure a holistic mutuallyexclusive and collectively exhaustive allocation of risks by identifying risks relatingto key areas such as operational regulatory business and commercial financial peopleetc. Using this framework we aim to achieve key business objectives both in the long termand short term while maintaining a competitive advantage.

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

1) Risk

2) Risk Assessment & Prioritization and

3) Risk Mitigation

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

• Review Compliance to Risk Policy Resolve bottlenecks to mitigate risk. Advisethe Board of Directors on risk tolerance and appetite.

Prioritise risk from stations / departments track mitigation plan and escalate tosteering committee.

Prepare Steering Committee document and coordinate meeting.

• Review and update risk list. Track mitigation plan and share status update withCRO every month. Share Risk Review document with CRO.

Once risks have been prioritized comprehensive mitigation strategies are defined foreach of the prioritized risks. These strategies take into account potential causes of therisk and outline leading risk mitigation practices.

In order to ensure the governance structure has also been set in place. Clear roles andresponsibilities have been defined at each level right from the site champion to the APLmanagement & leadership.

All associated frameworks (risk categorization & identification); guidelines &practices (risk assessment prioritization and mitigation) and governance structure havebeen detailed out in the "Risk Management Charter" and approved by the Board ofDirectors.

16. Business Responsibility Report

The Business Responsibility Report for the year ended 31st March 2017 asstipulated under Regulation 34 of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 is annexed which forms part of this Report.

17. Related Party Transactions

In line with the requirements of the Companies Act 2013 and Listing Regulations yourCompany has formulated a Policy on Related Party Transactions which is also available onhttp://www.adanipower.com/investors/ investor–download. All Related PartyTransactions are placed before the Audit Committee for review and approval of theCommittee on a quarterly basis. Also the Company has obtained prior omnibus approval forRelated Party Transactions occurred during the year for transactions which are ofrepetitive nature and / or entered in the ordinary course of business and are at arm'slength.

All the related party transactions entered into during the financial year were on anarm's length basis and were in the ordinary course of business. Your Company had notentered into any transactions with related parties which could be considered material interms of Section 188 of the Companies Act 2013. Accordingly the disclosure of relatedparty transactions as required under Section 134(3)(h) of the Companies Act 2013 in FormAOC 2 is not applicable.

During the year under review your Company has entered into transactions with relatedparties which are material as per the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 and the details of said transactions are provided in theNotice of the Annual General Meeting.

18. Auditors & Auditors' Report

Statutory Auditors:

As per the provisions of the Companies Act 2013 read with the Companies (Audit andAuditors) Rules 2014 M/s. Deloitte Haskins & Sells Chartered Accountants has beenappointed as Statutory Auditors for a period of three years in the 18th AnnualGeneral Meeting (AGM) of the Company held on 09.08.2014 until the conclusion of the 21stAnnual General Meeting of the Company. Accordingly the Statutory Auditors of the CompanyM/s. Deloitte Haskins & Sells Chartered Accountants holds office the conclusion ofthe ensuing Annual General Meeting of the Company.

After evaluation of the Country's leading Auditing Firms the Board of Directors hasidentified and recommended the appointment of M/s. S R B C & Co. LLP(324982E/E300003) Chartered Accountants as the Statutory Auditors of the Company for aterm of 5 years (subject to ratification by members at every Annual General Meeting ifrequired under the prevailing law at that time) to hold office from the conclusion of the21 st Annual General Meeting until the conclusion of the 26th AnnualGeneral Meeting of the Company. S R B C & Co. LLP is a part of the S. R. Batliboi& affiliates network of audit firms established in 1914 and registered with theInstitute of Chartered Accountants of India. All the constituent firms of S.R. Batliboiare member firms in India of Ernst & Young Global Limited (E&Y).

M/s. S R B C & Co. LLP Chartered Accountants have expressed their willingness tobe appointed as Statutory Auditors of the Company. They have further confirmed that thesaid appointment if made would be within the prescribed limits under Section 141(3)(g)of the Companies Act 2013 and that they are not disqualified for appointment.Accordingly their appointment as Statutory Auditors of the Company from the conclusion ofthe 21st Annual General Meeting until the conclusion of the 26thAnnual General Meeting of the Company is placed for your approval.

Explanation to Auditors' Comment:

The Auditors' Qualification has been appropriately dealt with in Note No. 32 of theNotes to the consolidated audited financial statements. The Auditors' Report is enclosedwith the financialstatements in this Annual Report.

Cost Auditors:

Your Company has appointed M/s Kiran J. Mehta & Co. Cost Accountants (Firm Reg.No. 100497) to conduct audit of cost records of the Company for the year ended 31stMarch 2018. The Cost Audit Report for the year 2015-16 was filed before the due date withthe Ministry of Corporate Affairs.

Secretarial Auditor:

Pursuant to the provisions of Section 204 of the Companies Act 2013 and the rules madethereunder the Company had appointed Mr. Chirag Shah Practicing Company Secretary toundertake the Secretarial Audit of the Company. The Secretarial Audit Report for FY2016– till 17 is annexed which forms part of this report as Annexure

B. There were no qualifications reservation or adverse remarks given by SecretarialAuditor of the Company in the Secretarial Audit Report of the Company.

19. Awards and Recognitions

During FY 2016–17 your Company has obtained:

• ISO 50001 Certification for Energy management System by TuV Nord Germany;

• JUSE 5S Certification for Work Place management System by JUSE which is firstever in the group;

• QCFI: Quality Leadership Award (Private Sector)

– 2016 given on the recommendations from QCFI representatives and the data of therespective organization and the contribution of Chief Executives from various PrivateSector Organizations practicing Quality Concepts at 30th National Convention onQuality Concepts;

• 5S case study in Competition at National Conclave on 5S Quality Circle Forum ofIndia.( Highest Level of Recognition)

20. Corporate Governance

Your Company has complied with the requirements of Securities and Exchange Board ofIndia (Listing Obligations and Disclosure Requirements) Regulations 2015 regardingCorporate Governance forms part of this AR along with the required Certificate from aPractising Company Secretary regarding compliance of the condition of the CorporateGovernance as stipulated under the said regulations.

21. Management Discussion and Analysis

A detailed report on the management discussion and analysis report forms part of thisprovided as a separate section in the Annual Report.

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

Our CSR Philosophy:

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

The inputs are then taken from an Advisory Committee including senior members from theAdani Foundation and eminent personalities from the field.

The S & CSR agenda is subsequently deliberated upon and after carefulconsideration then processed by our leadership in consultation with Adani Foundation.

Community Engagement and Development:

We approach community care with the same zeal and efficiency as we approach ourbusiness. We make strategic long–term investments which yield life–long positivechange to the communities around us. We have a committed implementation team to carefullychoose and craft initiatives in alignment with current and future needs of the nation.

We focus on a holistic socio–economic development of the local communities aroundour plant operations. We believe in positive relationships that are built withconstructive engagement which enhances the economic social and cultural well–beingof individuals and regions connected to our activities. We continuously engage indialogues consultation coordination and cooperation with community members to improveour sustainability performance and reduce business risks.

Implementation through Adani Foundation:

Weinitially started working with communities in and a round Mundra Gujarat and slowlyexpanded our operations in the states of Gujarat Maharashtra Rajasthan HimachalPradesh Madhya Pradesh Chhattisgarh and Odisha. We are aligning our philosophy withSustainable Development Goals in order to ensure that the lives of the marginalisedcommunities are substantially improved.

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

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

The Annual Report on CSR activities and initiatives on Sustainability Reporting areannexed which forms part of this Report. The CSR policy is available on the website of theCompany.

23. Disclosures

A.Number of Board Meetings:

The Board of Directors met 5 (five) times during the year under review. The details ofBoard meetings and the attendance of the Directors are provided in the CorporateGovernance Report which forms part of this Report.

B. Committees of Board:

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

C. Extract of Annual Return:

The details forming part of the extract of the Annual Return in Form MGT 9 is annexedto this Report as Annexure – A.

D. Vigil Mechanism / Whistle Blower Policy

The Company has adopted a whistle blower policy and has established the necessary vigilmechanism for employees and Directors to report concerns about unethical behaviour. Noperson has been denied access to the Chairman of the Audit Committee. The said policy isuploaded on the website of the Company at http://www.adanipower.com/investors/investor-download

E. Particulars of Loans Guarantees or Investments:

The provisions of Section 186 of the Companies Act 2013 with respect to a loanguarantee or security is not applicable to the Company as the Company is engaged in thebusiness of providing infrastructural facilities and is exempted under Section 186 of theCompanies Act 2013. The details of investments made during the year under review aredisclosed in the financial statements.

F. Significant and Material orders passed by the

Regulators or Courts or Tribunals impacting the going concern status of the Company:

It is described in the section on "Material changes and commitments" hereinabove.

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

The information on conservation of energy technology absorption and foreign exchangeearnings and outgo stipulated under Section 134(3)(m) of the Companies Act 2013 read withRule 8 of the Companies (Accounts) Rules 2014 as amended from time to time is annexed tothis Report as Annexure – D.

H. Particulars of Employees

The information required under Section 197 of the Companies Act 2013 read with rule5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014are provided in separate annexure forming part of this Report as Annexure – C.

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

I. Prevention of Sexual Harassment at Workplace:

As per the requirement of the provisions of the sexual harassment of women at workplace(Prevention Prohibition & Redressal) Act 2013 read with rules made thereunder yourCompany has constituted Internal Complaints Committee which is responsible for redressalof complaints related to sexual harassment. During the year under review there were nocomplaints pertaining to sexual harassment.

J. Other Disclosures and Reporting

Your Directors state that no disclosure or reporting is required in respect of thefollowing items as there were no transactions pertaining to these items during the yearunder review: 1. Details relating to deposits covered under Chapter V of the Act;

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

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

4. Neither the Managing Director nor the Whole–timeDirectoroftheCompanyhasreceivedanyremuneration or commission from any of its subsidiaries.

24. Acknowledgement:

Your Directors place on record their appreciation for assistance and co–operationreceived from various Ministries and Department of Government of India and other StateGovernments financial institutions banks shareholders of the Company etc. Themanagement would also like to express great appreciation for the commitment andcontribution of its employees for their committed services.

Your Directors wish to place on record their sincere appreciation for the dedicatedefforts and consistent contribution made by the employees at all levels to ensure thatthe Company continues to grow and excel.

For and on behalf of the Board of Directors
Gautam S. Adani
Place : Ahmedabad Chairman
Date : 27th May 2017 (DIN: 00006273)