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Adani Green Energy Ltd.

BSE: 541450 Sector: Infrastructure
NSE: ADANIGREEN ISIN Code: INE364U01010
BSE 11:00 | 07 Oct 2182.05 -20.70
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NSE 10:49 | 07 Oct 2186.60 -15.10
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OPEN 2208.00
PREVIOUS CLOSE 2202.75
VOLUME 54157
52-Week high 3048.00
52-Week low 1106.00
P/E
Mkt Cap.(Rs cr) 345,643
Buy Price 2182.05
Buy Qty 2.00
Sell Price 2183.95
Sell Qty 31.00
OPEN 2208.00
CLOSE 2202.75
VOLUME 54157
52-Week high 3048.00
52-Week low 1106.00
P/E
Mkt Cap.(Rs cr) 345,643
Buy Price 2182.05
Buy Qty 2.00
Sell Price 2183.95
Sell Qty 31.00

Adani Green Energy Ltd. (ADANIGREEN) - Auditors Report

Company auditors report

To

the Members of

Adani Green Energy Limited

Report on the Audit of the Standalone Financial Statements

Opinion

We have audited the accompanying standalone financial statements ofAdani Green Energy Limited ("the company") which comprise the Balance Sheet asat March 31 2022 the Statement of Profit and Loss including Other Comprehensive Lossthe Cash Flow Statement and the Statement of Changes in Equity for the year then endedand notes to the standalone financial statements including a summary of significantaccounting policies and other explanatory information (hereinafter referred to as the"standalone financial statements") in our opinion and to the best of ourinformation and according to the explanations given to us the aforesaid standalonefinancial statements give the information required by the Companies Act 2013 as amended("the Act") in the manner so required and give a true and fair view inconformity with the accounting principles generally accepted in India of the state ofaffairs of the Company as at March 31 2022 its loss and other comprehensive loss itscash flows and the changes in equity for the year ended on that date.

Basis for Opinion

We conducted our audit of the standalone financial statements inaccordance with the Standards on Auditing (SAs) as specified under section 143(10) of theAct Our responsibilities under those Standards are further described in the 'Auditor'sResponsibilities for the Audit of the Standalone Financial Statements' section of ourreport We are independent of the Company in accordance with the 'Code of Ethics' issuedby the institute of Chartered Accountants of India together with the ethical requirementsthat are relevant to our audit of the standalone financial statements under the provisionsof the Act and the Rules thereunder and we have fulfilled our other ethicalresponsibilities in accordance with these requirements and the Code of Ethics We believethat the audit evidence we have obtained is sufficient and appropriate to provide a basisfor our audit opinion on the standalone financial statements.

Key Audit Matters

Key audit matters are those matters that in our professional judgmentwere of most significance in our audit of the standalone financial statements for thefinancial year ended March 31 2022 These matters were addressed in the context of ouraudit of the standalone financial statements as a whole and in forming our opinionthereon and we do not provide a separate opinion on these matters For each matter belowour description of how our audit addressed the matter is provided in that context.

We have determined the matters described below to be the key auditmatters to be communicated in our report We have fulfilled the responsibilities describedin the 'Auditor's responsibilities for the audit of the Standalone Financial Statements'section of our report including in relation to these matters Accordingly our auditincluded the performance of procedures designed to respond to our assessment of the risksof material misstatement of the standalone financial statements The results of our auditprocedures including the procedures performed to address the matters below provide thebasis for our audit opinion on the accompanying standalone financial statements

Independent Auditors Report - Standalone Financial Statements

Key audit matters How our audit addressed the key audit matter
1. Impairment assessment of Company's investments in and loans to subsidiaries (Also refer Note 5A and 6 to the standalone financial statements)
As at March 31 2022 the carrying value of the Company's investments (in equity shares compulsorily convertible debentures non-convertible debentures optionally convertible debentures unsecured perpetual securities and preference shares) and loans given to the wholly owned subsidiaries including step down subsidiaries amounted to H 17837 crores and H 2037 Crores respectively. Our audit procedures included the following:
- We obtained an understanding assessed and tested the design and operating effectiveness of the Company's key controls related to impairment evaluation process.
- We evaluated the cash flow forecasts by comparing them to the approved budgets and our understanding of the internal and external factors We also assessed the reasonableness of the forecasts by comparing the same to past results and other supporting evidence.
The company accounts for above investments in subsidiaries at cost In accordance with Ind AS 36 'impairment of assets' management assesses at least annually whether there are any indicators of impairment of the investments.
- We obtained and assessed the sensitivity analysis made by the management on key assumptions used for impairment assessment
For determining the value in use of the underlying business discounted cash flow projections are used which involves significant estimates assumptions and judgement of long term financial projections. - We compared the carrying values of the investments and loans to subsidiaries with their respective net assets values and earnings for the period
- We evaluated the disclosures made in the standalone financial statements for compliance with the requirement of ind AS 36 impairment of Assets'
impairment assessment is a key audit matter considering significant estimates and management judgement involved in the assessment.
2. Recoverability of Deferred Tax Assets in respect to unabsorbed tax losses and unabsorbed depreciation (Also refer Note 8 to the standalone financial statements)
The Company has gross deferred tax assets in respect of brought forward tax losses/ unabsorbed depreciation amounting to H 117 Crores and net deferred tax assets of H 414 crores as at March 31 2022. Our audit procedures in relation to recognition and measurement of deferred tax assets included the following:
- We obtained an understanding from the management assessed and tested the design and operating effectiveness of the Company's key controls related to the recognition and measurement of deferred tax assets.
Deferred tax assets on unabsorbed depreciation or carry forward of losses are to be recognized only when sufficient future taxable income will be available against which such deferred tax assets can be realised for the Company Under Ind AS 12 'Income Taxes' the carrying amount of deferred tax asset is required to be reviewed at the end of each reporting period. - We obtained and evaluated the projections of future taxable profits by comparing the assumptions used to the underlying data such as contractual agreements which includes Power Purchase Agreement with Discom and sale of goods agreements with subsidiaries including step down subsidiaries.
The Company has recognized deferred tax assets in respect of brought forward tax losses to the extent it is probable that future taxable profits will be available against which such carried forward tax losses can be utilized before they expire. - We performed sensitivity analysis on key underlying assumptions used in forecasting future taxable profits and expected timing of utilization of the tax losses.
Considering the involvement of management's estimation and judgment in determining reasonable certainty of sufficient future taxable income being available which will result in utilization of the recognized deferred tax assets we have identified recognition and measurement of deferred tax assets as a key audit matter. - We assessed the adequacy of the disclosures made in relation to deferred tax in the standalone financial statements for compliance with the requirements of relevant Ind AS.

Information Other than the Standalone Financial Statements andAuditor's Report Thereon

The Company's Board of Directors is responsible for the otherinformation.

The other information comprises the information included in the Annualreport but does not include the standalone financial statements and our auditor's reportthereon.

Our opinion on the standalone financial statements does not cover theother information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the standalone financial statementsour responsibility is to read the other information and in doing so consider whethersuch other information is materially inconsistent with the standalone financial statementsor our knowledge obtained in the audit or otherwise appears to be materially misstatedIf based on the work we have performed we conclude that there is a material misstatementof this other information we are required to report that fact We have nothing to reportin this regard.

Responsibilities of Management for the Standalone Financial Statements

The company's Board of Directors is responsible for the matters statedin section 134(5) of the Act with respect to the preparation of these standalone financialstatements that give a true and fair view of the financial position financial performanceincluding other comprehensive loss cash flows and changes in equity of the company inaccordance with the accounting principles generally accepted in India including theIndian Accounting Standards (Ind AS) specified under section 133 of the Act read with thecompanies (Indian Accounting Standards) Rules 2015 as amended. This responsibility alsoincludes maintenance of adequate accounting records in accordance with the provisions ofthe Act for safeguarding of the assets of the company and for preventing and detectingfrauds and other irregularities; selection and application of appropriate accountingpolicies; making judgments and estimates that are reasonable and prudent; and the designimplementation and maintenance of adequate internal financial controls that wereoperating effectively for ensuring the accuracy and completeness of the accountingrecords relevant to the preparation and presentation of the standalone financialstatements that give a true and fair view and are free from material misstatement whetherdue to fraud or error.

In preparing the standalone financial statements management isresponsible for assessing the company's ability to continue as a going concerndisclosing as applicable matters related to going concern and using the going concernbasis of accounting unless management either intends to liquidate the company or to ceaseoperations or has no realistic alternative but to do so.

The Board of Directors are also responsible for overseeing theCompany's financial reporting process.

Auditor's Responsibilities for the Audit of the Standalone FinancialStatements

Our objectives are to obtain reasonable assurance about whether thestandalone financial statements as a whole are free from material misstatement whetherdue to fraud or error and to issue an auditor's report that includes our opinionReasonable assurance is a high level of assurance but is not a guarantee that an auditconducted in accordance with SAs will always detect a material misstatement when itexists Misstatements can arise from fraud or error and are considered material ifindividually or in the aggregate they could reasonably be expected to influence theeconomic decisions of users taken on the basis of these standalone financial statements

As part of an audit in accordance with SAs we exercise professionaljudgment and maintain professional skepticism throughout the audit We also:

• Identify and assess the risks of material misstatement of thestandalone financial statements whether due to fraud or error design and perform auditprocedures responsive to those risks and obtain audit evidence that is sufficient andappropriate to provide a basis for our opinion The risk of not detecting a materialmisstatement resulting from fraud is higher than for one resulting from error as fraudmay involve collusion forgery intentional omissions misrepresentations or the overrideof internal control

• Obtain an understanding of internal control relevant to theaudit in order to design audit procedures that are appropriate in the circumstances Undersection 143(3)(i) of the Act we are also responsible for expressing our opinion onwhether the company has adequate internal financial controls with reference to financialstatements in place and the operating effectiveness of such controls

• Evaluate the appropriateness of accounting policies used and thereasonableness of accounting estimates and related disclosures made by management

• Conclude on the appropriateness of management's use of the goingconcern basis of accounting and based on the audit evidence obtained whether a materialuncertainty exists related to events or conditions that may cast significant doubt on theCompany's ability to continue as a going concern If we conclude that a materialuncertainty exists we are required to draw attention in our auditor's report to therelated disclosures in the standalone financial statements or if such disclosures areinadequate to modify our opinion Our conclusions are based on the audit evidenceobtained up to the date of our auditor's report However future events or conditions maycause the company to cease to continue as a going concern.

• Evaluate the overall presentation structure and content of thestandalone financial statements including the disclosures and whether the standalonefinancial statements represent the underlying transactions and events in a manner thatachieves fair presentation.

We communicate with those charged with governance regarding amongother matters the planned scope and timing of the audit and significant audit findingsincluding any significant deficiencies in internal control that we identify during ouraudit.

We also provide those charged with governance with a statement that wehave complied with relevant ethical requirements regarding independence and tocommunicate with them all relationships and other matters that may reasonably be thoughtto bear on our independence and where applicable related safeguards.

From the matters communicated with those charged with governance wedetermine those matters that were of most significance in the audit of the standalonefinancial statements for the financial year ended March 31 2022 and are therefore the keyaudit matters We describe these matters in our auditor's report unless law or regulationprecludes public disclosure about the matter or when in extremely rare circumstances wedetermine that a matter should not be communicated in our report because the adverseconsequences of doing so would reasonably be expected to outweigh the public interestbenefits of such communication.

Other Matter

The comparative financial information of the company for the year endedmarch 31 2021 included in these standalone financial statements have been audited byone of the joint auditor Dharmesh Parikh & Co LLP and the predecessor joint auditorB S R & Co LLP who had expressed an unmodified opinion on the same vide theirreport dated May 5 2021.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor's Report) Order 2020("the Order") issued by the central Government of india in terms of sub-section(11) of section 143 of the Act we give in the "Annexure 1"a statement on thematters specified in paragraphs 3 and 4 of the Order.

2. As required by Section 143(3) of the Act we report that:

(a) We have sought and obtained all the information and explanationswhich to the best of our knowledge and belief were necessary for the purposes of ouraudit;

(b) in our opinion proper books of account as required by law havebeen kept by the company so far as it appears from our examination of those books;

(c) The Balance Sheet the Statement of Profit and Loss including OtherComprehensive Loss the Cash Flow Statement and Statement of Changes in Equity dealt withby this Report are in agreement with the books of account;

(d) In our opinion the aforesaid standalone financial statementscomply with the Accounting Standards specified under Section 133 of the Act read withcompanies (indian Accounting Standards) Rules 2015 as amended;

(e) On the basis of the written representations received from thedirectors as on March 31 2022 taken on record by the Board of Directors none of thedirectors is disqualified as on March 31 2022 from being appointed as a director in termsof Section 164 (2) of the Act;

(f) With respect to the adequacy of the internal financial controlswith reference to these standalone financial statements and the operating effectiveness ofsuch controls refer to our separate Report in -Annexure 2- to this report;

(g) in our opinion the managerial remuneration for the year endedMarch 31 2022 has been paid / provided by the company to its directors in accordance withthe provisions of section 197 read with Schedule V to the Act;

(h) With respect to the other matters to be included in the auditor'sReport in accordance with Rule 11 of the Companies (Audit and Auditors) Rules 2014 asamended in our opinion and to the best of our information and according to theexplanations given to us:

i. The Company does not have any pending litigations which would impactits financial position;

ii. The Company has made provision as required under the applicablelaw or accounting standards for material foreseeable losses if any on long-termcontracts including derivative contracts - Refer Note 36 to the standalone financialstatements;

iii. There were no amounts which were required to be transferred to theinvestor Education and Protection Fund by the Company.

iv. a) The management has represented that to the best of itsknowledge and belief as disclosed in the Note 50 to the standalone financial statementsno funds have been advanced or loaned or invested either from borrowed funds or sharepremium or any other sources or kind of funds by the company to or in any other person orentity including foreign entities ("intermediaries") with the understandingwhether recorded in writing or otherwise that the intermediary shall whether directlyor indirectly lend or invest in other persons or entities identified in any mannerwhatsoever by or on behalf of the company ("Ultimate Beneficiaries") or provideany guarantee security or the like on behalf of the Ultimate Beneficiaries;

b) The management has represented that to the best of its knowledgeand belief as disclosed in the Note 50 to the standalone financial statements no fundshave been received by the Company from any person or entity including foreign entities("Funding Parties") with the understanding whether recorded in writing orotherwise that the Company shall whether directly or indirectly lend or invest inother persons or entities identified in any manner whatsoever by or on behalf of theFunding Party ("Ultimate Beneficiaries") or provide any guarantee security orthe like on behalf of the Ultimate Beneficiaries; and

c) Based on such audit procedures that were considered reasonable andappropriate in the circumstances nothing has come to our notice that has caused us tobelieve that the representations under subclause (a) and (b) contain any materialmisstatement.

v. No dividend has been declared or paid during the year by theCompany.

For S R B C & CO LLP For Dharmesh Parikh & Co LLP
Chartered Accountants Chartered Accountants
ICAI Firm Registration Number: 324982E/E300003 ICAI Firm Registration Number: 112054W/W100725
per Navin Agrawal per Anuj Jain
Partner Partner
Membership Number: 056102 Membership Number: 119140
UDIN: 22056102AIJAPM4561 UDIN: 22119140AIJAGJ1320
Place of Signature: Ahmedabad Place of Signature: Ahmedabad
Date: May 04 2022 Date: May 04 2022

Annexure 1 referred to in Paragraph 1 of Report on Other Legal andRegulatory Requirements of our report of even date for the year ended March 31 2022 interms of the information and explanations sought by us and given by the company and thebooks of account and records examined by us in the normal course of audit and to the bestof our knowledge and belief we state that:

(i) (a) (A) The company has maintained proper records showing fullparticulars including quantitative details and situation of Property Plant andEquipment.

(B) The company has maintained proper records showing full particularsof intangible assets.

(b) the company has a regular programme of physical verification of itsProperty Plant and Equipment by which all Property Plant and Equipment are physicallyverified by the management in the phased manner over the period of three years. Inaccordance with this programme certain Property Plant and Equipment were verified duringthe year and no material discrepancies were noticed on such verification. In our opinionthe periodicity of such physical verification is reasonable having regard to the size ofthe Company and the nature of its assets.

(c) the title deeds of all the immovable properties in the nature offreehold land & buildings included in property plant and equipment disclosed in note4.1 to the standalone financial statements are held in the name of the Company.

(d) the company has not revalued its Property Plant and equipment orintangible assets during the year ended March 31 2022. According to the information andexplanations given to us the company does not have Right of use assets.

(e) there are no proceedings initiated or are pending against thecompany for holding any benami property under the Prohibition of Benami Propertytransactions act 1988 and rules made thereunder.

(ii) (a) the inventory including stores and spare parts has beenphysically verified by the management at reasonable intervals during the year. In ouropinion the frequency of verification by the management is reasonable and the coverageand procedure of such verification by the management is appropriate and discrepancies of10% or more in aggregate was not noticed in respect of such verification.

(b) As disclosed in Note 17B to the standalone financial statementsthe Company has been sanctioned working capital limits in excess of H five crores inaggregate from banks during the year on the basis of security of current assets of theCompany. The final quarterly returns/statements filed by the Company with such banks inrespect of gross value of primary security are in agreement with the books of accounts ofthe Company. According to the information and explanations given to us the company hasnot been sanctioned working capital limits from financial institutions.

(iii) (a) During the year the company has granted loans givenguarantees to banks financial institution and Bond holders against borrowings by thecompany's subsidiaries and provided securities against borrowings by the company'ssubsidiaries as follows:

(Rs. in crores)

Particulars Given guarantees on behalf of Provided securities on behalf of Loans
aggregate amount granted/ provided during the year*
- Subsidiaries including step down subsidiaries 1109 17 2417
- Joint Venture of wholly owned subsidiary - - 110
- associate entity - - 10
- Others 600 - 1
Balance outstanding as at balance sheet date (including opening balance)
- Subsidiaries including step down subsidiaries 8654 692 1970
- Joint Venture of wholly owned subsidiary - - 67
- associate entity - - -
- Others - - 1

* Excluding Perpetual Securities

According to the information and explanations given to us during theyear the company has not provided loans advances in the nature of loans guarantees andsecurity to firms Limited Liability Partnerships and others.

(b) The investments in mutual funds and the terms and conditions of thegrant of loans to subsidiaries joint venture of wholly owned subsidiary associate entityand others are prima facie not prejudicial to the company's interest.

(c) the schedule of repayment in respect of loans granted during theyear for principal and interest payment has been stipulated and the repayment or receiptsare regular and accrued interest in certain cases has been added to the outstandingloans at year end as per the terms of the agreement.

(d) there are no amounts of loans and advances in the nature of loansgranted to companies which are overdue for more than ninety days.

(e) there were no loans or advances in the nature of loans granted tocompanies which had fallen due during the year. Accordingly the requirement to report onclause 3(iii)(e) of the Order is not applicable to the Company.

(f) the company has not granted any loans or advances in the nature ofloans either repayable on demand or without specifying any terms or period of repaymentto companies firms Limited Liability Partnerships or any other parties. Accordingly therequirement to report on clause 3(iii)(f) of the Order is not applicable to the Company.

(iv) there are no loans investments guarantees and security inrespect of which provisions of section 185 of the companies act 2013 is applicable andaccordingly the requirement to report on clause 3(iv) of the Order with respect tosection 185 of the companies act 2013 is not applicable to the Company. According to theinformation and explanations given to us the company has complied with the provisions ofSection 186 of the companies act 2013 to the extent applicable.

(v) the company has neither accepted any deposits from the public noraccepted any amounts which are deemed to be deposits within the meaning of sections 73 to76 of the companies act and the rules made thereunder to the extent applicable.accordingly the requirement to report on clause 3(v) of the Order is not applicable tothe Company.

(vi) We have broadly reviewed the books of account maintained by thecompany pursuant to the rules made by the central Government for the maintenance of costrecords under section 148(1) of the Companies Act 2013 and are of the opinion that primafacie the specified accounts and records have been made and maintained. We have nothowever made a detailed examination of the same with a view to determine whether they areaccurate or complete.

(vii) (a) the company is regular in depositing with appropriateauthorities undisputed statutory dues including goods and services tax provident fundemployees' state insurance income-tax duty of customs cess and other statutory duesapplicable to it. According to the information and explanations given to us and based onaudit procedures performed by us no undisputed amounts payable in respect of thesestatutory dues were outstanding at the year end for a period of more than six monthsfrom the date they became payable.

(b) There are no dues of goods and services tax provident fundemployees' state insurance income tax customs duty cess and other statutory dues whichhave not been deposited on account of any dispute.

(viii) the company has not surrendered or disclosed any transactionpreviously unrecorded in the books of account in the tax assessments under the income taxAct 1961 as income during the year. Accordingly the requirement to report on clause3(viii) of the Order is not applicable to the Company.

(ix) (a) the company has not defaulted in repayment of loans or otherborrowings or in the payment of interest thereon to any lender although in certain casesof loans taken from related parties interest accrued and remaining unpaid has been addedto loans outstanding at year end as per terms of the agreement.

(b) the company has not been declared wilful defaulter by any bank orfinancial institution or government or any government authority.

(c) term loans were applied for the purpose for which the loans wereobtained.

(d) On an overall examination of the financial statements of thecompany the company has used funds raised on short-term basis aggregating to H 1431Crores for long term purposes mainly for investments in subsidiaries.

(e) On an overall examination of the financial statements of thecompany the company has not specifically taken any funds from any entity or person onaccount of or to meet the specific obligations of its subsidiaries associate or jointventure.

(f) the company has not raised loans during the year on the pledge ofsecurities held in its subsidiaries joint venture or associate company. Hence therequirement to report on clause (ix)(f) of the Order is not applicable to the Company.

(x) (a) the company has utilized the monies raised during the year byway of initial public offer / further public offer (including debt instruments) in thenature of 4.375% Senior Secured USD Bonds for the purposes for which they were raised.

(b) the company has not made any preferential allotment or privateplacement of shares /fully or partially or optionally convertible debentures during theyear under audit and hence the requirement to report on clause 3(x) (b) of the Order isnot applicable to the Company.

(xi) (a) No fraud/material fraud by the company or no fraud/materialfraud on the company has been noticed or reported during the year.

(b) During the year no report under subsection (12) of section 143 ofthe Companies Act 2013 has been filed by cost auditor/ secretarial auditor or by us inForm ADT - 4 as prescribed under Rule 13 of companies (audit and auditors) Rules 2014with the Central Government.

(c) there are no whistle blower complaints received by the Companyduring the year.

(xii) the company is not a nidhi company as per the provisions of theCompanies Act 2013. therefore the requirement to report on clause 3(xii) of the Order isnot applicable to the Company.

(xiii) transactions with the related parties are in compliance withsections 177 and 188 of companies act 2013 where applicable and the details have beendisclosed in the notes to the standalone financial statements as required by theapplicable accounting standards.

(xiv) (a) the company has an internal audit system commensurate withthe size and nature of its business.

(b) the internal audit reports of the company issued till the date ofthe audit report for the period under audit have been considered by us.

(xv) The Company has not entered into any non-cash transactions withits directors or persons connected with its directors and hence requirement to report onclause 3(xv) of the Order is not applicable to the Company

(xvi) (a) The provisions of section 45-IA of the Reserve Bank of IndiaAct 1934 (2 of 1934) are not applicable to the Company. Accordingly the requirement toreport on clause (xvi)(a) of the Order is not applicable to the Company.

(b) The company has not conducted any Non-Banking Financial or HousingFinance activities without obtaining a valid Certificate of Registration (CoR) from theReserve Bank of india as per the Reserve Bank of India Act 1934.

(c) the company is not a core investment Company as defined in theregulations made by Reserve Bank of India. Accordingly the requirement to report onclause 3(xvi)(c) of the Order is not applicable to the Company.

(d) there is no core investment company as a part of the Group hencethe requirement to report on clause 3(xvi)(d) of the Order is not applicable to theCompany.

(xvi) the company has incurred cash losses in the current yearamounting to H 123 crores. In the immediately preceding financial year the Company hadnot incurred any cash losses.

(xvii) During the year one of the previous joint statutory auditors ofthe company have resigned and there were no issues objections or concerns raised by suchoutgoing auditors.

(xix) On the basis of the financial ratios disclosed in note 43 to thestandalone financial statements ageing and expected dates of realization of financialassets and payment of financial liabilities other information accompanying the standalonefinancial statements our knowledge of the Board of Directors and management plans andbased on our examination of the evidence supporting the assumptions nothing has come toour attention which causes us to believe that any material uncertainty exists as on thedate of the audit report that company is not capable of meeting its liabilities existingat the date of balance sheet as and when they fall due within a period of one year fromthe balance sheet date. We however state that this is not an assurance as to the futureviability of the Company. We further state that our reporting is based on the facts up tothe date of the audit report and we neither give any guarantee nor any assurance that allliabilities falling due within a period of one year from the balance sheet date will getdischarged by the company as and when they fall due.

(xx) (a) in respect of other than ongoing projects there are nounspent amounts that are required to be transferred to a fund specified in Schedule VII ofthe Companies act (the act) in compliance with second proviso to sub section 5 of section135 of the Act. This matter has been disclosed in note 45 to the standalone financialstatements.

(xx) (b) there are no unspent amounts in respect of ongoing projectsthat are required to be transferred to a special account in compliance of provision of subsection (6) ofsection 135 of Companies Act.

(xxi) the requirement of clause 3(xxi) is not applicable in respect ofStandalone Financial Statements.

For S R B C & CO LLP For Dharmesh Parikh & Co LLP
chartered accountants chartered accountants
ICAI Firm Registration Number: 324982E/E300003 ICAI Firm Registration Number: 112054W/W100725
per Navin Agrawal per Anuj Jain
Partner Partner
Membership Number: 056102 Membership Number: 119140
UDIN: 22056102AIJAPM4561 UDIN: 22119140AIJAGJ1320
Place of Signature: ahmedabad Place of Signature: ahmedabad
Date: May 04 2022 Date: May 04 2022

Annexure 2 to the Independent Auditor's Report of even date on theStandalone Financial Statements of Adani Green Energy Limited

Report on the Internal Financial Controls under Clause (i) ofSub-section 3 of Section 143 of the Companies Act 2013 ("the Act")

We have audited the internal financial controls with reference tostandalone financial statements of Adani Green Energy Limited ("the Company") asof March 31 2022 in conjunction with our audit of the standalone financial statements ofthe Company for the year ended on that date.

Management's Responsibility for Internal Financial Controls

The company's management is responsible for establishing andmaintaining internal financial controls based on the internal control over financialreporting criteria established by the company considering the essential components ofinternal control stated in the Guidance Note on audit of Internal Financial controls OverFinancial Reporting issued by the institute of chartered accountants of India. Theseresponsibilities include the design implementation and maintenance of adequate internalfinancial controls that were operating effectively for ensuring the orderly and efficientconduct of its business including adherence to the company's policies the safeguardingof its assets the prevention and detection of frauds and errors the accuracy andcompleteness of the accounting records and the timely preparation of reliable financialinformation as required under the Companies Act 2013.

Auditor's Responsibility

Our responsibility is to express an opinion on the Company's internalfinancial controls with reference to these standalone financial statements based on ouraudit. We conducted our audit in accordance with the Guidance note on audit of internalFinancial controls Over Financial Reporting ("the Guidance Note") and theStandards on Auditing as specified under section 143(10) of the Act to the extentapplicable to an audit of internal financial controls both issued by institute ofchartered Accountants of India. Those Standards and the Guidance Note require that wecomply with ethical requirements and plan and perform the audit to obtain reasonableassurance about whether adequate internal financial controls with reference to thesestandalone financial statements was established and maintained and if such controlsoperated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence aboutthe adequacy of the internal financial controls with reference to these standalonefinancial statements and their operating effectiveness. Our audit of internal financialcontrols with reference to standalone financial statements included obtaining anunderstanding of internal financial controls with reference to these standalone financialstatements assessing the risk that a material weakness exists and testing and evaluatingthe design and operating effectiveness of internal control based on the assessed risk. Theprocedures selected depend on the auditor's judgement including the assessment of therisks of material misstatement of the financial statements whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient andappropriate to provide a basis for our audit opinion on the Company's internal financialcontrols with reference to these standalone financial statements.

Meaning of Internal Financial Controls With Reference to theseStandalone Financial Statements

A company's internal financial controls with reference to standalonefinancial statements is a process designed to provide reasonable assurance regarding thereliability of financial reporting and the preparation of financial statements forexternal purposes in accordance with generally accepted accounting principles. A company'sinternal financial controls with reference to standalone financial statements includesthose policies and procedures that (1) pertain to the maintenance of records that inreasonable detail accurately and fairly reflect the transactions and dispositions of theassets of the company; (2) provide reasonable assurance that transactions are recorded asnecessary to permit preparation of financial statements in accordance with generallyaccepted accounting principles and that receipts and expenditures of the company arebeing made only in accordance with authorisations of management and directors of thecompany; and (3) provide reasonable assurance regarding prevention or timely detection ofunauthorised acquisition use or disposition of the company's assets that could have amaterial effect on the financial statements.

Inherent Limitations of Internal Financial Controls With Reference toStandalone Financial Statements

Because of the inherent limitations of internal financial controls withreference to standalone financial statements including the possibility of collusion orimproper management override of controls material misstatements due to error or fraud mayoccur and not be detected. Also projections of any evaluation of the internal financialcontrols with reference to standalone financial statements to future periods are subjectto the risk that the internal financial control with reference to standalone financialstatements may become inadequate because of changes in conditions or that the degree ofcompliance with the policies or procedures may deteriorate.

Opinion

In our opinion the company has in all material respects adequateinternal financial controls with reference to standalone financial statements and suchinternal financial controls with reference to standalone financial statements wereoperating effectively as at March 31 2022 based on the internal control over financialreporting criteria established by the company considering the essential components ofinternal control stated in the Guidance Note issued by the Institute of CharteredAccountants of India.

For S R B C & CO LLP For Dharmesh Parikh & Co LLP
chartered Accountants chartered accountants
ICAI Firm Registration Number: 324982E/E300003 ICAI Firm Registration Number: 112054W/W100725
per Navin Agrawal per Anuj Jain
Partner Partner
Membership Number: 056102 Membership Number: 119140
UDIN: 22056102AIJAPM4561 UDIN: 22119140AIJAGJ1320
Place of Signature: ahmedabad Place of Signature: ahmedabad
Date: May 04 2022 Date: May 04 2022

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