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Adani Green Energy Ltd.

BSE: 541450 Sector: Infrastructure
NSE: ADANIGREEN ISIN Code: INE364U01010
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OPEN 2364.00
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VOLUME 76639
52-Week high 3048.00
52-Week low 860.20
P/E
Mkt Cap.(Rs cr) 357,713
Buy Price 2294.00
Buy Qty 66.00
Sell Price 0.00
Sell Qty 0.00
OPEN 2364.00
CLOSE 2282.50
VOLUME 76639
52-Week high 3048.00
52-Week low 860.20
P/E
Mkt Cap.(Rs cr) 357,713
Buy Price 2294.00
Buy Qty 66.00
Sell Price 0.00
Sell Qty 0.00

Adani Green Energy Ltd. (ADANIGREEN) - Director Report

Company director report

Dear Shareholders

Your Directors are pleased to present the 6th Annual Reportalong with the audited financial statements of your Company for the financial year endedon March 31 2021.

Financial Performance:

The audited financial statements of the Company as on March 31 2021are prepared in accordance with the relevant applicable IND AS and Regulation 33 of theSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 ("ListingRegulations")and provisions of the Companies Act 2013 ("Act").

The summarized financial highlight is depicted below:

Particulars

Consolidated

Standalone

2020-21 2019-20 2020-21 2019-20
Revenue from operations 3124 2549 2473 1247
Other Income 475 80 533 333
Total Income 3599 2629 3006 1580
Purchase of Stock in Trade 528 462 4409 1370
Changes in inventories 96 19 (2014) (165)
Employee Benefit Expenses 38 107 16 29
Depreciation and Amortisation Expenses 486 394 4 3
Finance Cost 1953 995 257 214
Other Expenses 227 511 33 54
Total Expenditure 3328 2488 2705 1505
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 financialposition 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 hasrecorded total income to the tune of H3599 Crores during the financial year 202021compared to H2629 Crores in the corresponding previous financial year.

During the year your Company generated earnings before interestdepreciation and tax (EBIDTA) of H 2710 Crores compared to H 1530 Crores in the previousyear.

Net profit for the financial year 2020-21 is H 182 Crores as comparedto Loss of H 68 Crores in the previous financial year Earnings per share stood at H 0.68on face value of H 10/- each.

Operational Highlights:

Your Company is a part of India based Adani Group and has one of thelargest global renewable portfolio of 19340 MW of operational projects underconstructionprojects and projects where AGEL has emerged as L1 bidder. The company develops buildsowns 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 yearMercom Capital the US- based think tank ranked your Company as the #1 global solar powergeneration asset owner.

Standalone Financial Performance:

Your Company has recorded total income to the tune of H3006 Croresduring the financial year 202021 compared to H1580 Crores in the corresponding previousfinancial year.

During the year your Company generated earnings before interestdepreciation and tax (EBIDTA) of H562 Crores as compared to H292 Crores in the previousyear.

Net profit for the financial year 2020-21 is H364 Crores as compared toprofit 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 managementhad made initial assessment of impact on business and financial risk on account ofCOVID-19 Considering that the Group is in the business of Generation of power which isconsidered to be essential service the management believes that the impact of thisoutbreak on the business and financial position of the Group is not significant. Themanagement does not see any risks in the Group's ability to continue as a going concernand meeting its liabilities as and when they fall due.

Share Capital:

During the year under review there was no change in AuthorisedIssued Subscribed and Paid-up Share Capital of the Company. The Company has not issuedany equity shares with differential rights during the year.

Dividend:

The Board of Directors of your company after considering holisticallythe relevant circumstances and keeping in view the tremendous growth opportunities thatyour company is currently engaged with has decided that it would be prudent not torecommend any Dividend for the year under review.

Fixed Deposits:

During the year under review your Company has not accepted any fixeddeposits 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 aloanguarantee or security is not applicable to the Company as the Company is engaged inproviding infrastructural facilities which is exempted under Section 186 of the Act. Thedetails of investment made during the year under review are disclosed in the financialstatements.

Subsidiaries Joint Ventures and Associate Companies:

Your Company has 116 (direct and indirect) subsidiaries associates and1 Joint Venture as on March 31 2021.

During the year under review the following changes have taken place inSubsidiaries Joint Venture

Associate Companies and LLPs:

Formation / Acquisition of Subsidiary / Associate /

Joint Venture Companies:

1. Adani Green Energy Twenty Four A Limited(Wholly- owned Subsidiary ofAdani Renewable Energy Holding Four Limited which is a Wholly-owned Subsidiary of theCompany)

2. Adani Green Energy Twenty Four B Limited(Wholly- owned Subsidiary ofAdani Renewable Energy Holding Four Limited which is a Wholly-owned Subsidiary of theCompany)

3. Adani Green Energy Twenty Four C Limited(Wholly- owned Subsidiary ofAdani Renewable Energy Holding Four Limited which is a Wholly-owned Subsidiary of theCompany)

4. Adani Green Energy Twenty Five A Limited(Wholly- owned Subsidiary ofAdani Renewable Energy Holding Four Limited which is a Wholly-owned Subsidiary of theCompany)

5. Adani Green Energy Twenty Five B Limited(Wholly- owned Subsidiary ofAdani Renewable Energy Holding Four Limited which is a Wholly-owned Subsidiary of theCompany)

6. Adani Green Energy Twenty Five C Limited(Wholly- owned Subsidiary ofAdani Renewable Energy Holding Four Limited which is a Wholly-owned Subsidiary of theCompany)

7. Adani Green Energy Twenty Six A Limited(Wholly- owned Subsidiary ofAdani Renewable Energy Holding Four Limited which is a Wholly-owned Subsidiary of theCompany)

8. Adani Green Energy Twenty Six B Limited(Wholly- owned Subsidiary ofAdani Renewable Energy Holding Four Limited which is a Wholly-owned Subsidiary of theCompany)

9. Adani Green Energy Twenty Six C Limited(Wholly- owned Subsidiary ofAdani Renewable Energy Holding Four Limited which is a Wholly-owned Subsidiary of theCompany)

10. Adani Green Energy Twenty Seven A Limited(Wholly-owned Subsidiaryof Adani Renewable Energy Holding Four Limited which is a Wholly-owned Subsidiary of theCompany)

11. Adani Green Energy Twenty Seven B Limited(Wholly-owned Subsidiaryof Adani Renewable Energy Holding Four Limited which is a Wholly-owned Subsidiary of theCompany)

12. Adani Green Energy Twenty Seven C Limited(Wholly-owned Subsidiaryof Adani Renewable Energy Holding Four Limited which is

a Wholly-owned Subsidiary of the Company)

13. Adani Renewable Energy One Limited(Wholly- owned Subsidiary ofAdani Renewable Energy Holding Nine Limited which is a Wholly-owned Subsidiary of theCompany)

14. Adani Renewable Energy Two Limited(Wholly- owned Subsidiary ofAdani Renewable Energy Holding Nine Limited which is a Wholly-owned Subsidiary of theCompany)

15. Adani Renewable Energy Three Limited(Wholly- owned Subsidiary ofAdani Renewable Energy Holding Nine Limited which is a Wholly-owned Subsidiary of theCompany)

16. Adani Renewable Energy Four Limited(Wholly- owned Subsidiary ofAdani Renewable Energy Holding Nine Limited which is a Wholly-owned Subsidiary of theCompany)

17. Adani Renewable Energy Five Limited(Wholly- owned Subsidiary ofAdani Renewable Energy Holding Nine Limited which is a Wholly-owned Subsidiary of theCompany)

18. Adani Renewable Energy Six Limited (Wholly- owned Subsidiary ofAdani Renewable Energy Holding Nine Limited which is a Wholly-owned Subsidiary of theCompany)

19. Adani Renewable Energy Nine Limited(Wholly- owned Subsidiary ofAdani Renewable Energy Holding Nine Limited which is a Wholly-owned Subsidiary of theCompany)

20. Adani Renewable Energy Ten Limited(Wholly- owned Subsidiary ofAdani Renewable Energy Holding Nine Limited which is a Wholly-owned Subsidiary of theCompany)

21. Adani Renewable Energy Eleven Limited(Wholly- owned Subsidiary ofAdani Renewable Energy Holding Nine Limited which is a Wholly-owned Subsidiary of theCompany)

22. Adani Renewable Energy Seven Limited(Wholly- owned Subsidiary ofAdani Renewable Energy Holding Fifteen Limited which is a Wholly-owned Subsidiary of theCompany)

23. Adani Renewable Energy Eight Seven Limited(Wholly-owned Subsidiaryof Adani Renewable Energy Holding Fifteen Limited which is a Wholly-owned Subsidiary ofthe Company)

24. Adani Solar Energy AP One Limited(Wholly- owned Subsidiary of AdaniRenewable Energy Holding Twelve Limited which is a Wholly-owned Subsidiary of theCompany)

25. Adani Solar Energy AP Two Limited(Wholly- owned Subsidiary of AdaniRenewable Energy Holding Twelve Limited which is a Wholly-owned Subsidiary of theCompany)

26. Adani Solar Energy AP Three Limited(Wholly- owned Subsidiary ofAdani Renewable Energy Holding Twelve Limited which is a Wholly-owned Subsidiary of theCompany)

27. Adani Solar Energy AP Four Limited(WhoMy- owned Subsidiary of AdaniRenewable Energy Holding Twelve Limited which is a Wholly-owned Subsidiary of theCompany)

28. Adani Solar Energy AP Five Limited(WhoMy- owned Subsidiary of AdaniRenewable Energy Holding Twelve Limited which is a Wholly-owned Subsidiary of theCompany)

29. Dinkar Technologies Private Limited (Wholly- owned Subsidiary ofthe Company)

30. Surajkiran Solar Technologies Private Limited (Wholly-ownedSubsidiary of the Company)

31. Surajkiran Renewable Resources Private Limited (Wholly-ownedSubsidiary of the Company)

32. Spinel Energy & Infrastructure Limited (Wholly- ownedSubsidiary of the Company)

During the year under review your Company has entered into a JointVenture Agreement dated April 03 2020 with Total Solar Singapore Pte Ltd("Total") to record the terms and conditions for (i) regulating the operationand management of the JV Company; (ii) governing the relationship between the Company andTotal; (iii) certain rights and obligations of the Company and Total in relation to the JVCompany. The JV Company owns 2353 MW operational Solar Power Project. The Company andTotal both own 50% shareholding of the JV Company. Adani Green Energy Twenty ThreeLimited ("AGE23L") which was Wholly-owned Subsidiary of your Company was madeJoint 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 ("AGETNL")(Wholly-owned Subsidiary of AGE23L)

2. Kamuthi Renewable Energy Limited (Wholly- owned Subsidiary ofAGETNL)

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 ofAGE23L)

8. Kodangal Solar Parks Private Limited (Wholly- owned Subsidiary ofAGE23L)

9. Parampujya Solar Energy Private Limited ("PSEPL")(Wholly-owned Subsidiary of AGE23L)

10. Wardha Solar (Maharashtra) Private Limited (Wholly-owned Subsidiaryof PSEPL)

11. Prayatna Developers Private Limited (Wholly- owned Subsidiary ofAGE23L)

12. Adani Renewable Energy Holding Ten Limited ("AREH10L")(Wholly-owned Subsidiary of AGE23L)

13. KN Indi Vijayapura Solar Energy Private Limited (Wholly-ownedSubsidiary of AREH10L)

14. KN Muddebihal Solar Energy Private Limited (Wholly-owned Subsidiaryof AREH10L)

15. KN Sindagi Solar Energy Private Limited (Wholly- owned Subsidiaryof AREH10L)

16. Essel Gulbarga Solar Power Private Limited (Wholly-owned Subsidiaryof AREH10L)

17. Essel Bagalkot Solar Energy Private Limited (Wholly-ownedSubsidiary 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 Subsidiaryof AREH10L)

Further the Company has also agreed to acquire 150

MW power projects from INOX which are subject to compliance of severalconditions 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 thesubsidiaries

Pursuant to the provisions of Section 129 134 and 136 of the Act readwith rules made thereunder and Regulation 33 of the Listing Regulations the Company hasprepared consolidated financial statements of the Company and its subsidiaries and aseparate statement containing the salient features of financial statement of subsidiariesjoint ventures and associates in Form AOC-1 forms part of this Annual Report.

The annual financial statements and related detailed information of thesubsidiary 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 for inspection byany shareholder/s during working hours at the Company's registered office and that of therespective subsidiary companies concerned. In accordance with Section 136 of the CompaniesAct 2013 the audited financial statementsincluding consolidated financial statementsand related information of the Company and audited accounts of each of its subsidiariesare available on our website www.adanigreenenergy. com. Details of developments ofsubsidiaries of the Company are covered in the Management's Discussion and Analysis Reportwhich 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 ofthe Company Mr. Rajesh S. Adani (DIN:00006322) is liable to retire by rotation and beingeligible 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 Directorand Mr. Jayant Parimal Chief Executive Officer of the Company had resigned with effectfrom January 05 2021 and July 10 2020 respectively. The Board places on record itssincere appreciation for the valuable services and guidance rendered by them during theirtenure.

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. AsAdditional Directors they will hold office upto ensuing Annual General Meeting. TheCompany has received notice from a member under Section 160 of the Companies Act 2013proposing their appointment as Director of the Company.

In accordance with the provisions of Section 149 of the Companies Act2013 Mr. Raminder Singh Gujral and Mr. Dinesh Kanabar are being appointed as IndependentDirectors to hold office as per their tenure of appointment as mentioned in the Notice ofthe ensuing Annual General Meeting of the Company.

Mr. Jose Ignacio Sanz Saiz (DIN: 08705604) was appointed as anAdditional Director (Non-Executive& Nominee) of the Company with effect from February03 2021. As an Additional Director he will hold office upto ensuing Annual GeneralMeeting. The Company has received notice from a member under Section 160 of the CompaniesAct 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 ManagingDirector& Chief Executive Officer of the Company for a period of five years w.e.f July10 2020 subject to the approval of shareholders of the Company.

Pursuant to the provisions of Section 149 of the Companies Act 2013Dr. Poornima Advani was appointed as Independent Director at the Annual General Meeting ofthe 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 KeyManagerial Personnel of the Company with effect from February 03 2021.

The Company has received declarations from all the IndependentDirectors of the Company confirming that they meet with the criteria of independence asprescribed in Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulationsand there has been no change in the circumstances which may affect their status asindependent director during the year.

The Board recommends the appointment / reappointment of above Directorsfor your approval.

Brief details of Directors proposed to be appointed / re-appointed asrequired under Regulation 36 of the SEBI (Listing Obligations and DisclosureRequirements)Regulations 2015 is provided in the Notice of the Annual General Meeting.

Currently the promoter group of the Company is holding 56.29% equitystake of the Company which is within the statutory limits as prescribed by Securities andExchange Board of India. Further the composition of the board of directors of the Companycomprises judicial mix of 2 (Two) Promoter Directors 2 (Two) Executive Directorsincluding 1 (One) professional Managing Director and CEO 4 (Four) independent directorsand 1 (One) Nominee Director. The Company is also in the process of appointing one moreIndependent Director on the Board. The ownership and board governance structure(s) of theCompany are independent to each other and the functioning of the Board as a collectivebody is primarily driven by theory of fiduciary duties of director thereby ensuringeffectively protecting the interests of minority shareholders and long term value creationfor its stakeholders

Directors' Responsibility Statement:

Pursuant to Section 134(5) of the Act the Board of Directors to thebest of their knowledge and ability state the following:

a. that in the preparation of the annual financial statements theapplicable accounting standards have been followed along with proper explanation relatingto material departures if any;

b. that such accounting policies have been selected and appliedconsistently and judgements and estimates have been made that are reasonable and prudentso as to give a true and fair view of the state of affairs of the Company at the end ofthe 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 maintenanceof adequate accounting records in accordance with the provisions of the Act forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;

d. that the annual financial statements have been prepared on a goingconcern basis;

e. that proper internal financial controls were in place and that thefinancial control were adequate and were operating effectively;

f. that proper systems to ensure compliance with the provisions of allapplicable 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 theCorporate Governance Report which forms part of this Report.

Independent Directors and their Meeting: The Independent Directors meton March 30 2021 without the attendance of Non-Independent Directors and members of theManagement. The Independent Directors reviewed the performance of Non-IndependentDirectors and the Board as a whole; the performance of the Chairman of the Companytakinginto account the views of Executive Directors and Non-Executive Directors and assessed thequality quantity and timeliness of flow of information between the Company Management andthe Board that is necessary for the Board to effectively and reasonably perform theirduties.

Board Evaluation:

The Board adopted a formal mechanism for evaluating its performance andas well as that of its Committees and individual Directors including the Chairman of theBoard. The exercise was carried out through a structure devaluation process coveringvarious aspects of the Boards functioning such as composition of the Board &committeesexperience & competencies performance of specific duties& obligationscontribution at the meetings and otherwiseindependent judgment governance issues etc.

Policies

The updated policies adopted by the Company as per statutory andgovernance 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 andother 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 adequacyare included in the Management and Discussion& Analysis which forms part of thisreport.

Risk Management:

The Board of the Company has formed a risk management committee toframe implement and monitor the risk management plan for the Company. The committee isresponsible for reviewing the risk management plan and ensuring its effectiveness Theaudit 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 asper the provisions of the SEBI Listing Regulations and Companies Act 2013 are given inthe Corporate Governance Report which forms part of this report

Sustainability and Corporate Social Responsibility Committee:

The Company has constituted a Sustainability and Corporate SocialResponsibility Committee and has framed a CSR Policy. The brief details of Committee areprovided in the Corporate Governance Report The Annual Report on CSR activities isannexed to this Report. The CSR Policy is available on the website of the Company athttp://wwwadanigreenenergy com/Investor-relation/ investor-download

This is the second year that the Company has combined both the reportsinto one presenting financial and non-financial metrics in an integrated report for amore holistic picture of Company's purpose performance and prospects

Corporate Governance and Management Discussion and Analysis Report:

Separate reports on Corporate Governance compliance and ManagementDiscussion and Analysis as stipulated by the SEBI Listing Regulations forms part of thisAnnual Report along with the required Certificate from a Practising Company Secretaryregarding compliance of the conditions of Corporate Governance as stipulated

In compliance with Corporate Governance requirements as per the SEBIListing Regulations your Company has formulated and implemented a Code of BusinessConduct and Ethics for all Board members and senior management personnel of the Companywho have affirmed the compliance thereto

Business Responsibility Report:

The Business Responsibility Report for the year ended March 312021 asstipulated under Regulation 34 of Listing Regulations is annexed which forms part of thisAnnual 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 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

Annual Return:

Pursuant to Section 92(3) read with Section 134(3) (a) of the Act theAnnual Return as on March 31 2021 is available on the Company's website on at

https://wwwadanigreenenergycom/-/media/Project/

GreenEnergy/Investor-Downloads/Annual-Return/

Form-MGT-7-FY-21pdf

Related Party Transactions:

All the related party transactions entered into during the financialyear were on an arm's length basis and were in the ordinary course of business YourCompany had not entered into any transactions with related parties which could beconsidered material in terms of Section 188 of the Companies Act 2013 Accordingly thedisclosure of related party transactions as required under Section 134(3)(h) of theCompanies Act 2013 in Form AOC - 2 is not applicable

Significant and material orders passed by the regulators or courts ortribunals impacting the going concern status of the Company:

There are no significant and material orders passed by the Regulatorsor Courts or Tribunals which would impact the going concern status and the Company'sfuture operations

Insurance:

Your Company has taken appropriate insurance for all assets againstforeseeable perils.

Statutory Auditors & Auditors' Report: Pursuant to the provisionsof Section 139 of the Act read with rules made thereunder as amended from time to timeM/s. Dharmesh Parikh & Co. LLP Chartered Accountants (Firm Registration No112054W/W-100725) were appointed as statutory auditors of the Company to hold office tillthe conclusion of the ensuing Annual General Meeting (AGM) of the Company to be held inthe calendar year 2021 and M/s. B S R & Co. LLP Chartered Accountants (FirmRegistration No.: 101248W/W-100022) were appointed as joint statutory auditors of theCompany to hold office till the conclusion of the Annual General Meeting (AGM) of theCompany to be held in the calendar year 2023.

M/s. Dharmesh Parikh & Co. LLP Chartered Accountants (FirmRegistration No 112054W/W- 100725) one of the joint statutory auditors of the Companywill retire at the conclusion of the ensuing Annual General Meeting and are eligible forreappointment.

The Board of Directors of the Company at their meeting held on May 052021 on the recommendation of the Audit Committee have recommended the re-appointment ofM/s. Dharmesh Parikh & Co. LLP Chartered Accountants (Firm Registration No112054W/W-100725) as one of the joint statutory auditors of the Company to the members atthe 6thAnnual General Meeting of the Company for the term of 5 years. Accordingly aresolution proposing re-appointment of M/s. Dharmesh Parikh & Co. LLP as jointstatutory auditors of the Company for a term of five consecutive years i.e. from theconclusion of 6thAnnual General Meeting till the conclusion of 11th AnnualGeneral Meeting of the Company pursuant to Section 139 of the Companies Act 2013 formspart of the Notice calling 6thAnnual General Meeting of the Company. In this regard theCompany has received certificate to the effect that they satisfy the criteria providedunder Section 141 of the Companies Act 2013 and that the re-appointment if made shallbe in accordance with the applicable provisions of the Companies Act 2013 and rulesframed thereunder.

Further M/s. B S R & Co. LLP Chartered Accountants

(Firm Registration No.: 101248W/W-100022) have tendered theirresignation vide their letter dated

May 10 2021 informing their inability to continue as the StatutoryAuditors of the Company. The Audit Committee and Board at their respective meetings placedon record their appreciation to M/s. B S R & Co. LLP for their contribution to theCompany with their audit processes and standards of auditing.

The Board of Directors of the Company at their meeting held on May 132021 on the recommendation of the Audit Committee have recommended the appointment ofM/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 AnnualGeneral Meeting of the Company for the term of 5 years. Accordingly a resolutionproposing appointment of M/s. S R B C & Co. LLP as joint statutory auditors of theCompany for a term of five consecutive years i.e. from the conclusion of 6thAnnual General Meeting till the conclusion of 11th Annual General Meeting ofthe Company pursuant to Section 139 of the Companies Act 2013 forms part of the Noticecalling 6th Annual General Meeting of the Company. In this regard the Companyhas received certificate to the effect that they satisfy the criteria provided underSection 141 of the Companies Act 2013 and that the appointment if made shall be inaccordance with the applicable provisions of the Companies Act 2013 and rules framedthereunder.

The Notes to the financial statements referred in the Auditors Reportare self-explanatory and therefore do not call for any comments under Section 134 of theCompanies Act 2013. The Auditors' Report is enclosed with the financial statements inthis Annual Report.

Secretarial Audit Report:

Pursuant to the provisions of Section 204 of the Companies Act 2013and the rules made thereunder the Company has re-appointed M/s. Chirag Shah &Associates Practicing Company Secretaries to undertake the Secretarial Audit of theCompany. The Secretarial Audit Report for FY 2020-21 is annexed which forms part of thisreport as Annexure-A.

The Secretarial Auditors have provided for following observation intheir report:

During the period under review the Company has complied with theprovisions of the Act Rules Regulations Guidelines Standards etc. mentioned aboveexcept the delay in appointment of the Chief Financial Officer. The Company has appointedChief Financial Officer w.e.f. February 03 2021.

In compliance with the provisions of Section 204 of the Companies Act2013 the Company has already appointed Mr Kaushal Shah as Chief Financial Officer of theCompany w.e.f February 03 2021 In this connection we would like to mention that theCompany is a part of India-based Adani Group and has one of the largest global renewableportfolio with 19340 MW of operating under-construction awarded and locked-in growthprojects catering to investment-grade counterparties. Mercom Capital the US-based thinktank has ranked the Adani Group as the #1 global solar power generation asset ownerLooking to the complexities involved in the business operations of the Company and itscontinuous plans for tapping international markets for fund raising etc the Companyextensively searched for suitable candidates having requisite qualification &experience for the post of its Chief Financial Officer The Company had interviewedseveral candidates for over 12 months but couldn't found the suitable candidateUltimately Mr Kaushal Shah who was having requisite qualification & experience fromwithin the Group was identified for the said post and the Board on recommendation ofNomination & Remuneration Committee approved his appointment wef February 032021 In view of above it is submitted that the Company has adequately complied with theprovisions of Section 204 of the Companies Act 2013

Secretarial Standards:

Your Directors confirm that the Secretarial Standards issued by theInstitute of Company Secretaries of India have been complied with

Reporting of frauds by auditors:

During the year under review neither the statutory auditors nor thesecretarial 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 oremployees 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 2013read with Rule 5(1) of the Companies(Appointment and Remuneration of ManagerialPersonnel)Rules 2014 are provided in separate annexure forming part of this Report asAnnexure-B

The statement containing particulars of employees as required underSection 197 of the Companies Act 2013read with Rule 5(2) of the Companies (Appointmentand Remuneration of Managerial Personnel) Rules 2014 will be provided upon request Interms of Section 136 of the Companies Act 2013 the Report and Accounts are being sent tothe Members and others entitled thereto excluding the information on employees'particulars which is available for inspection by the members at the Registered Office ofthe Company during business hours on working days of the Company If any member isinterested in obtaining a copy their of such Member may write to the Company Secretary inthis regard

Conservation of Energy Technology Absorption Foreign ExchangeEarnings and Outgo:

The information on conservation of energy technology absorption andforeign exchange earnings and outgo stipulated under Section 134(3)(m) of the Act readwith rule 8 of The Companies (Accounts) Rules 2014 as amended from time to time isannexed to this Report as Annexure -C

Acknowledgement:

Your Directors are highly grateful for all the guidance support andassistance received from the Government of India Government of all the states where ourpower projects are established Financial Institutions and Banks Your Directors thank allshareholders esteemed customers suppliers and business associates for their faith trustand confidence reposed in the Company

Your Directors wish to place on record their sincere appreciation forthe dedicated efforts and consistent contribution made by the employees at all levels toensure 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)

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