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Adani Power Ltd.

BSE: 533096 Sector: Infrastructure
NSE: ADANIPOWER ISIN Code: INE814H01011
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OPEN 309.80
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VOLUME 1791520
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OPEN 309.80
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VOLUME 1791520
52-Week high 343.80
52-Week low 69.95
P/E
Mkt Cap.(Rs cr) 121,204
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
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Adani Power Ltd. (ADANIPOWER) - Director Report

Company director report

Dear Shareholders

Your Directors present herewith the 25th Annual Report along with theaudited financial statements of your Company for the financial year ended 31stMarch 2021.

1. FINANCIAL PERFORMANCE:

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

The summarised financial highlights are depicted below:

( H in Crores)

Consolidated Results

Standalone Results

Particulars FY 2020-21 FY 2019-20 FY 2020-21 FY 2019-20
Revenue from operations 26221.48 26467.72 447.17 1005.32
Other income 1928.20 1374.09 134.37 910.84
Total Revenue 28149.68 27841.81 581.54 1916.16
Operating and administrative expenses 17552.96 20782.42 408.07 1043.73
Operating profit before finance costs depreciation and Tax 10596.72 7059.39 173.47 872.43
Depreciation and amortization expenses 3201.65 3006.50 32.46 34.77
Profit before finance costs exceptional items tax and deferred tax (recoverable from) future tariff 7395.07 4052.89 141.01 837.66
Finance costs 5106.33 5314.82 644.02 1175.23
Exceptional item - 1002.99 - 1002.99
Profit / (Loss) before tax and deferred tax (recoverable from) future tariff 2288.74 (2264.92) (503.01) (1340.56)
Tax expenses 1083.87 55.54 (4.27) -
Deferred tax recoverable from future tariff (net of tax) (65.11) (45.69) - -
Profit / (Loss) for the year before share of Profit / (Loss) from associate 1269.98 (2274.77) (498.74) (1340.56)
Net share of Profit / (Loss) from associate - - - -
Profit / (Loss) for the year 1269.98 (2274.77) (498.74) (1340.56)
Other Comprehensive Income (30.40) 10.32 1.14 0.12
Total Comprehensive Income / (Loss) for the year 1239.58 (2264.45) (497.60) (1340.44)
Surplus brought forward from previous year - - - -
Balance available for appropriation 1239.58 (2264.45) (497.60) (1340.44)
Balance carried to Balance Sheet 1239.58 (2264.45) (497.60) (1340.44)

2. PERFORMANCE HIGHLIGHTS:

Consolidated:

The key aspects of your Company’s consolidated performance during the financialyear 2020-21 are as follows:

a) Revenue

The consolidated total revenue of your Company for FY 2020-21 stood at H 28149.68Crores as against H 27841.81 Crores for FY 2019-20 showing an increase of 1.11%.

The consolidated revenue for FY 2020-21 incorporated higher level of recognition ofprior period revenue from operations and prior period other income primarily on accountof regulatory orders such as the APTEL order for compensation to APML for non-availabilityof coal due to cancellation of Lohara coal block. Your Company has sold 59.3 Billion unitsof electricity during FY 2020-21 as against 64 Billion units in FY 2019-20 from all theplants with Plant Load Factor (PLF) decreasing from 66.6% in the previous year to 58.9% inFY 2020-21.

b) Operating and administrative expenses

Consolidated Operating and administrative expenses during FY 2020-21 were H 17552.96Crores which have decreased by 15.54% from H 20782.42 Crores in FY 2019-20. They mainlyconsist of expenses in nature of fuel cost purchase of trading goods employee benefitsexpense transmission expense repairs and maintenance expense etc.

The percentage of Operating and administrative expenses to total revenue has decreasedto 62.36% in FY 2020-21 from 74.64% in FY 2019-20.

c) Depreciation and amortization expenses

Consolidated Depreciation and amortization expenses during FY 2020-21 were H 3201.65Crores which have increased by 6.49% from H 3006.50 Crores in FY 2019-20 largelydue to full year consolidation of REL and REGL.

d) Finance costs

Consolidated Finance costs during FY 2020-21 were H 5106.33 Crores which havedecreased by 3.92% from H 5314.82 Crores in FY 2019-20 mainly due to interest ratereduction and repayments.

e) Total Comprehensive Income / Loss for the year

Consolidated Total Comprehensive Income for the FY 2020-21 was H 1239.58 Crores ascompared to Total Comprehensive Loss of H 2264.45 Crores in FY 2019-20.

3. DIVIDEND:

The Board of Directors of your Company after considering the relevant circumstancesholistically and keeping in view the Company’s dividend distribution policy hasdecided that it would be prudent not to recommend any Dividend for the year under review.

4. COVID-19 PANDEMIC:

Due to outbreak of Covid-19 pandemic globally and in India the Company’smanagement has made initial assessment of likely adverse impact on business and financialrisks on account of Covid-19 and the efforts to combat it. The management does not see anymedium to long term risks in the Company’s ability to continue as a going concern andmeeting its liabilities. The management will continue to monitor performance and takeremedial measures as needed to respond to the Covid-19 related risk if any.

The generation and supply of electricity are essential services. During the lockdownannounced by the Central Government to restrict the spread of the COVID-19 pandemic theMinistry of Power instructed various bodies and agencies of State Governments and urbanlocal administration to ensure that generation of power continues without interruptionand that the movement of fuel manpower or machinery is not hampered. As a result ofthese measures the Company was able to maintain plant uptime and supply power as perdemand. Further the disruptions caused across the world due to the pandemic created theneed for practical and scalable solutions to overcome the challenges of remote working bytransforming to new business processes and creating new workflows. The transition toremote working was facilitated by various digital initiatives adopted by the Company.

The demand for power was affected significantly due to the lockdown as allnon-essential industrial and commercial establishments were shut across the nation. Thisreduction in demand had an impact on the PLF of most of the power plants of the Companyand its subsidiaries especially during the first half of FY 2020-21. However powerdemand revived quickly after the lockdowns were eased and as economic activity started tonormalise.

During the lockdown period power distribution companies also faced cash flow shortagesdue to their inability to collect dues from customers on account of restrictions onmovement. However the Government undertook proactive measures to ensure that theliquidity of power generating companies does not get affected adversely. Initially in FY2020-21 the Government announced financial packages with an aim to provide liquidity toDISCOMs by lending against their receivables and thereby to relieve cash flow bottlenecksin the power sector. The Company has taken necessary steps to ensure adequate liquidityduring and beyond the lockdown period.

Power demand for FY 2020-21 measured by energy demand as well as peak demand hasagain reached the level of the demand seen during FY 2019-20 demonstrating the depth andresilience of the Indian economy. Various policies and protocols put in place by theGovernment and the private sector combined with timely enhancement of healthcareinfrastructure and the experience gained during the initial phases of the pandemic willallow the nation to address recurrence of the contagion in a better way without causing aprolonged disruption to economic activity. Various multilateral financing institutions andglobal rating agencies have also taken cognizance of the Indian economy’s growthprospects and projected a real GDP growth of 10% for FY 2021-22 and 6.8% for FY 2022-23despite the estimated contraction of (-) 7.3% to (-) 7.5% in FY 2020-21.

On its part the Company has taken several initiatives to support employees and theirfamilies during the pandemic. The Company has also invested a lot in taking requisiteinitiatives by setting up medical helplines first line Covid Care

Center at Adani Vidyamandir Ahmedabad etc. and has also extended counselling andself-help services providing psychological support to all its employees.

5. MATERIAL CHANGES AND COMMITMENTS:

There are no material changes which have occurred between the end of financial year ofthe company and the date of this report.

6. KEY DEVELOPMENTS:

Adani Power (Mundra) Ltd.:

The Hon’ble APTEL vide its Judgment dated 3st November 2020 upheld thedecision of CERC in favour of APMuL by dismissing the appeal filed by DistributionCompanies of Haryana ["Haryana DISCOMS"] in relation to the claim towardscompensation on account of shortage in domestic coal supply for the PPAs signed by APMuLwith Haryana DISCOMS.

Haryana DISCOMS have challenged the said Judgment of APTEL in the Hon’ble SupremeCourt. The Court has vide its interim order dated 16th February 2021 rejectedthe Stay application filed by Haryana DISCOMS against APTEL judgment and directed 50% ofPrincipal amount (H 1107.51) Crores to be deposited in the court within a period of threemonths which may be withdrawn by APMuL on submission of a Corporate Guarantee subject tothe ultimate result of the appeal.

Highlights of key developments during the year under review with respect to operationsand maintenance are summarised below: by

Unit-7 - Created National record of continuous running of 444 days among supercritical units.

Unit-8 continuous running for 329 days (Previous best was 229 days).

Highest ever monthly station PLF achieved 93.01% in Oct-20 (Previous Best 92.51%).

Adani Power Maharashtra Ltd.

NCDP and SHAKTI cases corresponding to PPAs of 2500 MW capacity: The Appellate Tribunalfor Electricity (APTEL) vide its judgments dated 14th September 2020 and 28thSeptember 2020 upheld the decisions of MERC that the shortfall in availability ofdomestic coal under New Coal Distribution Policy ("NCDP") and Scheme ofHarnessing and Allocating Koyala (Coal) Transparently in India ("SHAKTI") policyare events of Change in Law under the respective PPAs. APTEL has further allowed that thecompensation is payable for the entire quantum of such shortfall and that the Station HeatRate (SHR) and Gross Calorific Value (GCV) of coal shall be considered at actual values.APTEL remanded the matter to MERC for issuing consequential orders and accordingly MERCvide its orders dated 10th December 2020 has issued consequential order.

Subsequently Maharashtra State Electricity Distribution Company Ltd.("MSEDCL") has filed a petition with Hon’ble Supreme Court against theaforesaid orders of APTEL which is currently pending adjudication.

Lohara Case: In a related development the APTEL vide its judgment dated 5thOctober 2020 upheld the de-allocation of Lohara coal blocks allocated to APML by theMinistry of Coal for 800 MW capacity to be an event of Change in Law and further allowedthe compensation for such shortfall considering the Lohara Coal cost as a base andconsidering operating parameters in terms of the judgment dated 14th September2020.

Subsequently the MSEDCL has filed an appeal in Hon’ble Supreme Court againstcertain matters in the APTEL order which is currently pending adjudication.

Adani Power Rajasthan Ltd.

The Hon’ble Supreme Court has vide its Judgment dated 31st August 2020upheld the allowance of compensation including carrying cost thereon for the additionalcost incurred by APRL due to shortfall in availability of domestic linkage coal under NCDPand SHAKTI policies of the Government of India the Distribution in respect of the appealfiled Companies of Rajasthan ["Rajasthan DISCOMs"] against the APTEL Order dated14th September 2019.

RUVNL had filed a review petition in Supreme Court against the said Judgment. TheHon’ble Supreme Court vide its order dated 2nd March 2021 has rejected thesaid review petition.

The Company has also filed a contempt petition with the Hon’ble Supreme Courtagainst Rajasthan Discoms for non-compliance of its order dated 31st August2020.

Adani Power (Jharkhand) Ltd.

Adani Power (Jharkhand) Limited ("APJL") is in the process of implementationof 2x800 MW Ultra Super Critical Thermal Power Project (USCTPP) at Godda Jharkhand. Powergenerated from this proposed station shall be delivered to our neighbouring countryBangladesh through a dedicated cross border 400 KV Double Circuit Transmission Lineconnecting to Bangladesh Grid which is also being built afresh on both sides of theborder.

In spite of several hurdles due to COVID-19 APJL has made substantial progress on theproject during FY 2020-21 and achieved several milestones.

Cumulative physical progress achieved in the Project till 31st March 2021 is68.50%.

7. FIXED DEPOSITS:

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

8. SUBSIDIARYCOMPANIESANDITSFINANCIAL PERFORMANCE:

Your Company has total 11 direct subsidiaries as on 31st March 2021.Therehas 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 (Mundra) Limited [APMuL]:

APMuL’s Mundra Power Plant has a total installed capacity of 4620 MW. PLF for theyear was 63.42%. The Mundra Power Plant contributed H 10023 Crores towards the totalconsolidated revenue and H 1081 Crores towards the consolidated EBIDTA. APMuL had H 2139Crore Comprehensive Loss during the year.

Adani Power Maharashtra Limited [APML]:

APML’s Tiroda Power Plant has a total installed capacity of 3300 MW. PLF for theyear was 62.44%. The Tiroda Power Plant contributed H 11110 Crores towards the totalconsolidated revenue and H 6721 Crores towards the consolidated EBIDTA. APML had H 3666Crore Total Comprehensive Income during the year.

Adani Power Rajasthan Limited [APRL]: APRL’s Kawai Power Plant has a totalinstalled capacity of 1320 MW. PLF for the year was 74.29%. The Kawai Power Plantcontributed H 3592 Crores towards the total consolidated revenue and H 1535Crores towards the consolidated EBIDTA. APRL had H 347 Crores Total Comprehensive Incomeduring the year.

Udupi Power Corporation Limited [UPCL]: UPCL’s Udupi Power Plant has a totalinstalled capacity of 1200 MW. PLF for the year was 22.36%.The Udupi Power Plantcontributed H 1821 Crores towards the total consolidated revenue and H 877 Crorestowards the consolidated EBIDTA. UPCL had H 103 Crores Total Comprehensive Income duringthe year.

Raipur Energen Limited [REL]: REL’s Power Plant has a total installed capacityof 1370 MW. PLF for the year was 55.09%. The REL’s Power Plant contributed H 1877Crores towards the total consolidated revenue and H 474 Crores towards the consolidatedEBIDTA. REL had H 45 Crores Total Comprehensive Loss during the year.

Raigarh Energy Generation Limited [REGL]:

REGL’s Power Plant has a total installed capacity of 600 MW in Raigarh DistrictChhattisgarh. PLF for the year was 54.74%. The REGL’s Power Plant contributed H 774Crores towards the total consolidated revenue and H 102 Crores towards the consolidatedEBIDTA. REL had H 165 Crores comprehensive loss during the year.

Adani Power (Jharkhand) Limited [APJL]: APJL is setting up 1600 MW coal poweredthermal power plant based on ultra super critical technology in the State of Jharkhandduring the year. APJL has incurred total capital expenditure amounting to H 4198.02Crores.

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 has 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 forming part of the Annual Report. The FinancialStatements as stated above are also available on the website of the Company and can beaccessed at http://www. adanipower.com/investors/financials . The annual financialstatements and related detailed information of the subsidiary companies shall be madeavailable to the shareholders of the holding and subsidiary companies seeking suchinformation on all working days during business hours. The financial statements of thesubsidiary companies shall also be kept open for inspection by any shareholder/s duringworking hours at the Company’s registered office and that of the respectivesubsidiary companies concerned. The separate audited financial statements in respect ofeach of the subsidiary companies are also available on the website of the Company. Inaccordance with Section 136 of the Companies Act 2013 the audited financial statementsincluding consolidated financial statements and related information of the Company andaudited financial statements of each of its subsidiaries are available on our websitewww.adanipower.com. Details of developments of subsidiaries of the Company are covered inthe Management Discussion and Analysis Report which forms part of this Report.

10. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

During the year under review the Board of Directors of the Company at its meeting heldon 10th July 2020 has considered and approved the followings:

1. Change in designation of Mr. Rajesh Adani (DIN: 00006322) from "ManagingDirector" to "Non-Independent Non-Executive Director" hours with effectfrom the close of the office on 10th July 2020;

2. Appointment of Mr. Anil Sardana as an Additional Director of the and thereafter as aManaging Director of the Company w.e.f. 11th July 2020 without anyremuneration for a period of 3 years as per the applicable provisions of the CompaniesAct 2013 (the "Act") read with Schedule V to the Act;

3. Cessation of Mr. Vneet S. Jaain as a Whole-time Director of the Company with effectfrom the hours on 10 close of the office th July 2020 on account of histransition to a new role;

4. Cessation of Mr. Suresh Chandra Jain as Chief Financial Officer of the Company witheffect from the close of the office hours on 10th July 2020 on account of histransition to a new role;

5. Appointment of Mr. Shailesh Sawa as Chief Financial Officer of the Company witheffect from 11th July 2020.

Director retiring by rotation

Pursuant to the requirements of the Companies Act 2013 and Articles of Association ofthe Company Mr. Rajesh S. Adani (DIN: 00006322) retires by rotation at the ensuing AnnualGeneral Meeting and being eligible offers himself for reappointment.

The Board recommends the appointment/ reappointment of above Directors for yourapproval. Brief details of Directors proposed to be appointed/ re-appointed as requiredunder Regulation 36 of the SEBI Listing Regulations are provided in the Notice of AnnualGeneral Meeting.

Independent Directors and their Meeting

Your Company has received annual declarations from all the Independent Directors of theCompany confirmingthat 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 17th March 2021 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 and timeliness offlow of information between the Company Management and the Board that is necessary for theBoard to effectively and reasonably perform their duties.

11. DIRECTORS’ RESPONSIBILITY STATEMENT:

Pursuant to clause (c) of sub-section (3) read with sub-section (5) of Section 134 ofthe Companies Act 2013 the Board of Directors to the best of their knowledge andability confirm that:

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

b. such accounting policies have been selected and applied consistently and judgementand estimates have been made that are reasonable and prudent so as to give a true and fairview of the state of affairs of the Company as at 31st March 2021 and of theloss of the Company for the year ended on that date;

c. proper and sufficient care has been taken for the maintenance of adequate accountingrecords in accordance with the provisions of the Companies Act 2013 for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;

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

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

f. proper system to ensure compliance with the provisions of all applicable lawsincluding the compliance of applicable Secretarial Standards were in place and wereadequate 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 the Non-Independent Directors and the Boardas a whole was carried out by the Independent Directors. The exercise of performanceevaluation was carried out through a structured evaluation process covering variousaspects of the Board functioning such as composition of the Board & committeesexperience & competencies performance of specific duties & obligationscontribution at the meetings and otherwise independent judgment governance issues etc.

13. POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION:

The Company’s policy on directors’ appointment and remuneration and othermatters provided in Section 178(3) of the Act is available on the website of the Companyat https://www.adanipower.com/ investors/corporate-governance

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 controls are adequate and wereoperating effectively. As per Section 134(5) (e) of the Companies Act 2013 theDirectors’ Responsibility Statement shall state the same.

Your Company has put in place strong internal control systems and best in classprocesses commensurate with its size and scale of operations. There is a well-establishedmultidisciplinary Management Audit & Assurance Services (MA&AS) function thatconsists of professionally qualified accountants engineers and SAP experienced executiveswhich carries out extensive audit throughout the year across all functional areas acrossall functional areas engages subject matter experts on need basis and submits itsreports to Management and Audit Committee about the compliance with internal controls andefficiency and effectiveness of operations and key processes risks.

Some Key Features of the Company’s internal controls system are: Adequatedocumentation of Policies & Guidelines.

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

MA&AS department prepares Risk Based Internal Audit Scope with the frequency ofaudit being decided by risk ratings of areas / functions. Risk based scope is discussedamongst MA&AS team functional heads / process owners / CEO & CFO. The audit planis formally reviewed and approved by Audit Committee of the Board.

The entire internal audit processes are web enabled and managed on-line by AuditManagement System.

The Company has a strong compliance management system which runs on an onlinemonitoring system.

The Company has a well-defined delegation of power with authority limits forapproving revenue and capex expenditure which is reviewed and suitably amended on anannual basis

The Company uses ERP system (SAP) to record data for its all transactions which isembedded with requisite budgetary control and delegation of power. This system furtherintegrates the accounting consolidation and management information purposes and connectsto different locations for efficient

Apart from having all policies procedures and internal audit mechanism in placeCompany periodically engages outside experts to carry out an independent review of theeffectiveness of various business processes.

Internal Audit is carried out in accordance with auditing standards to reviewdesign effectiveness of internal control system and procedures to manage risks operationof monitoring control compliance with relevant policies and procedures and recommendimprovement in processes and procedure.

The Audit Committee of the Board of Directors regularly reviews execution of AuditPlan the adequacy and effectiveness of internal audit systems and monitorsimplementation of internal audit recommendations including those relating to strengtheningof company’s risk management policies and systems.

15. RISK MANAGEMENT:

Company’s Risk Management Framework is designed to help the organization whichmeet its objective through alignment of operating controls to the mission and vision ofthe Group. The Board of the Company has formed a risk management committee to frameimplement 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.

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

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

1) Risk Identification

2) Risk Assessment & Prioritization and

3) Risk Mitigation

Following review mechanism is 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 advise theBoard of Directors on risk tolerance and appetite.

Prioritise risk from stations / departments track mitigation plan and escalate tosteering committee. Prepare Steering Committee document and co-ordinate meeting.

Review and update risk list. Track mitigation plan and share status update with CROevery 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 efficacy ofthis approach a robust 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 and leadership. All associated frameworks (risk categorization &identification); guidelines and practices (risk assessment prioritization and mitigation)and governance structure have been detailed out in the "Risk Management Charter"and approved by the Board of Directors.

16. BUSINESS RESPONSIBILITY REPORT:

The Business Responsibility Report for the year ended 31st March 2021 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:

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. None of thetransactions with related parties fall under the scope of Section 188(1) of the CompaniesAct 2013 (the "Act"). Accordingly the disclosure of related party transactionsas required under Section 134(3)(h) of the Act in the prescribed Form AOC-2 is notapplicable to the Company and hence does not form part of this report.

18. AUDITORS & AUDITORS’ REPORT:

Statutory Auditors:

M/s. S R B C & Co. LLP (324982E/E300003) Chartered Accountants the StatutoryAuditors of the Company have been appointed as Statutory Auditors of the Company by theMembers of the Company till the Conclusion of 26thAnnual General Meeting of theCompany to be held in the calendar year 2022. They have confirmed that they are notdisqualified from continuing as Statutory Auditors of the Company for financial year2021-22.

Explanation to Auditors’ Comment:

The Auditors’ Qualification has been appropriately dealt with in Note No. 39 ofthe Notes to the standalone audited financial statements. The Auditors’ Report isenclosed with the financial statements 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 2022. The Cost Audit Report for the year 2019-20 was filed before the due date withthe Ministry of Corporate Affairs. The Company has maintained the cost accounts andrecords in accordance with Section 148 of the Companies Act 2013 and Rule 8 of theCompanies (Accounts) Rules 2014.

Secretarial Auditor:

Pursuant to the provisions of Section 204 of the Companies Act 2013 and the rules madethere under Mr. Chirag Shah Practicing Company Secretary had been appointed toundertake the Secretarial Audit of the Company. The Secretarial Audit Report for financialyear 2020-21 is annexed which forms part of this report as Annexure –

A. There were no qualifications adverse remarks given by Secretarial Auditor of theCompany in the Secretarial Audit Report of the Company.

19. AWARDS CERTIFICATIONS AND ACCREDITATIONS:

Your Directors are pleased to inform that during the financial year 2020-21 yourCompany’s wholly owned subsidiary Companies have been accredited with variouscertifications. A summary of the said certifications is given in the table as below:

Certification Given as per/For Conferred by Year
Adani Power (Mundra) Limited Mundra
1 ISO 9001:2015 (Recertification) Quality Management System TuV Nord August 2020
2 ISO 14001:2015 (Recertification) Environment Management System TuV Nord August 2020
3 ISO 45001:2018 (Recertification) Occupational Health & Safety TuV Nord August 2020
Management System
4 ISO 50001:2018 (Recertification) Energy Management System TuV Nord August 2020
5 Integration of IFC (International Finance Corporation) Performance Standards to IMS International Finance Corporation - August 2020
6 5S Surveillance Audit Workplace Management System Quality Circle Forum of India January 2021
7 Two Teams - Par Excellence Category 34th National Convention on Quality Concepts held on 16th Feb. 2021 Quality Circle Forum of India February 2021

 

Adani Power Maharashtra Limited Tiroda
1 ISO 9001:2015 (Recertification) Quality Management System TuV Nord January 2021
2 ISO 14001:2015 (Recertification) Environment Management System TuV Nord January 2021
3 ISO 45001:2018 (Recertification) Occupational Health & Safety Management System TuV Nord January 2021
4 ISO 50001:2018 (Recertification) Energy Management System TuV Nord January 2021
5 Integration of IFC (International Finance Corporation) Performance Standards to IMS International Finance Corporation - March 2021
6 5S Surveillance Audit Workplace Management System Quality Circle Forum of India January 2021
7 Two Teams - Par Excellence Two – Excellent Category 34th National Convention on Quality Concepts held on 16th Feb. 2021 Quality Circle Forum of India February 2021
8 Safety Appreciation (Prashansa Patra) award from National Safety Council India on Manufacturing Sector – Power Generation category Effective implementation of safety system National Safety Council India September 2020

 

Certification Given as per/For Conferred by Year
Adani Power Rajasthan Limited Kawai
1 ISO 9001:2015 (Recertification) Quality Management System TuV Nord January 2021
2 ISO 14001:2015 (Recertification) Environment Management System TuV Nord January 2021
3 ISO 45001:2018 (Recertification) Occupational Health & Safety Management System TuV Nord January 2021
4 ISO 50001:2018 (Recertification) Energy Management System TuV Nord January 2021
5 Integration of IFC (International Finance Corporation) Performance Standards to IMS International Finance Corporation - March 2021
6 5S Surveillance Audit Workplace Management System Quality Circle Forum of India January 2021
7 Two Teams - Par Excellence Two – Excellent Category 34th National Convention on Quality Concepts held on 16th Feb. 2021 Quality Circle Forum of India February 2021
8 Safety Appreciation award from Rajasthan Government – Boiler & Factory on Manufacturing Sector – Power Generation category Effective implementation of safety system Factories and boilers Inspection Department Government of Rajasthan March 2021

 

Udupi Power Corporation Limited Udupi
1 ISO 9001:2015 (Recertification) Quality Management System

BVI

March 2021
2 ISO 14001:2015 (Recertification) Environment Management System

BVI

March 2021
3 ISO 45001:2018 (Recertification) Occupational Health & Safety Management System

BVI

March 2021
4 ISO 50001:2018 (Recertification) Energy Management System

BVI

March 2021
5 Integration of IFC (International Finance Corporation) Performance Standards to IMS International Finance Corporation

-

March 2021
6 5S Surveillance Audit Workplace Management System

Quality Circle Forum of India

January 2021
7 Three – Excellent Category 34th National Convention on Quality Concepts held on 16th Feb. 2021

Quality Circle Forum of India

February 2021
8 Sword of Honor 2020 Raipur Energen Ltd. Raikheda Excellent safety standards

British Safety Council (BSC)

December 2020
1 ISO 9001:2015 (Certification) Quality Management System

TuV Nord

March 2021
2 ISO 14001:2015 (Certification) Environment Management System

TuV Nord

March 2021
3 ISO 45001:2018 (Certification) Occupational Health & Safety Management System

TuV Nord

March 2021
4 ISO 50001:2018 (Certification) Energy Management System

TuV Nord

March 2021
5 Two – Excellent Category One – Distinguished Category

34th National Convention on Quality Concepts held on 16th Feb. 2021

Quality Circle Forum of India

February 2021

Raigarh Energy Generation Ltd. Raigarh
1 Two – Excellent Category

34th National Convention on Quality Concepts held on 16th Feb. 2021

Quality Circle Forum of India

February 2021

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. A report on the Corporate Governance practices a Certificate frompracticing Company Secretary regarding compliance of mandatory requirements thereof aregiven as an annexure to this report. In compliance with Corporate Governance requirementsas per the Listing Regulations your Company has formulated and implemented a Code ofBusiness Conduct and Ethics for all Board members and senior management personnel of theCompany who have affirmed the compliance thereto.

21. MANAGEMENT DISCUSSION AND ANALYSIS:

A detailed report on the Management discussion and Analysis is provided as a separatesection in the Annual Report

22. SUSTAINABILITY & CORPORATE SOCIAL

RESPONSIBILITY (S & CSR):

Our CSR Philosophy:

The CSR agenda is planned in consultation with the community through a systematicindependent 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 CSR agenda is subsequently deliberated upon and after careful consideration thenprocessed 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 positive change tothe communities around us. We have a committed implementation team to carefully choose andcraft initiatives in alignment with current and future needs of the nation.

We focus on a holistic socio-economic development of the local communities around ourplant operations. We believe in positive relationships that are built with constructiveengagement which enhances the economic social and cultural well-being of individuals andregions connected to our activities. We continuously engage in dialogues consultationcoordination and cooperation with community members to improve our sustainabilityperformance and reduce business risks.

Implementation through Adani Foundation:

We initially started working with communities in and around Mundra Gujarat and slowlyexpanded our operations in the states of Gujarat Maharashtra Rajasthan HimachalPradesh Madhya Pradesh Karnataka Chhattisgarh Jharkhand and Odisha. We are aligningour philosophy with Sustainable Development Goals in order to ensure that the lives of themarginalized communities 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 ofthe Company at https://www. adanipower.com/investors/corporate-governance

23. DISCLOSURES:

A. NUMBER OF BOARD MEETINGS:

The Board of Directors met 7 (seven) times during the financial year under review. Thedetails of Board meetings and the attendance of the Directors are provided in theCorporate Governance 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 the Companies Act 2013 are given in the Corporate Governance Report and forms partof this report.

C. ANNUAL RETURN:

The Annual Return of the Company as on 31st March 2021 is available on thewebsite of the Company at https://www.adanipower.com/ investors/investor-downloads

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 https://www.adanipower.com/investors/corporate-governance

E. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:

The provisions of Section 186 of the Companies Act 2013 with respect to loansguarantees investments or security are not applicable to the Company as the Company isengaged in 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 TRIBUNALSIMPACTING THE GOING CONCERN STATUS OF THE COMPANY:

There are no significant and material orders passed by the Regulators or Courts orTribunals which would impact the going concern status and the Company’s futureoperations.

G. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGEEARNINGS 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 annexedto this Report as Annexure – C.

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 – B.

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 ourCompany has constituted Internal Complaints Committees at various locations as perrequirement of the Act which are responsible for redressal of complaints relating tosexual harassment against woman at workplace. During the year under review there were nocomplaints pertaining to sexual harassment against women.

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-time Director of the Company hasreceived any remuneration or commission from any of its subsidiaries.

K. POLICIES

During the year under review the Board of Directors of the Company has reviewedchanges in Sustainability and Corporate Social Responsibility policy; Nomination andRemuneration Policy of Directors Key Managerial Personnel and Other Employees; Policy fordetermining Material Subsidiaries; Related Party Transaction Policy; Vigil Mechanism /Whistle Blower Policy; Code of Conduct for Board of Directors and Senior Management of theCompany; Material Events Policy; Website Content Archival Policy and Code of internalprocedures and conduct for regulating monitoring and reporting of Trading by Insiders tocomply with the recent amendments in the Companies Act 2013 and SEBI Regulations.Accordingly the updated policies are uploaded on website of the Company athttps://www.adanipower.com/ investors/corporate-governance.

L. INSURANCE

Your Company has taken appropriate insurance for all assets against foreseeable perils.

24. DELISTING OF EQUITY SHARES:

The Company vide its letter dated 29th May 2020 has intimated BSE Limitedand National Stock Exchange of India Limited (the "Stock Exchanges") that it hasreceived delisting proposal letter from Adani Properties Private Limited("APPL") a member of the Promoter and the Promoter group company wherein APPLhas expressed its intention either by itself or together with other members of thePromoter group to acquire all the equity shares of the Company held by the publicshareholders of the Company in terms of the applicable provisions of the Securities andExchange Board of India (Delisting of Equity Shares) Regulations. 2009 as amended (the"SEBI Delisting Regulations") and consequently voluntarily delist the equityshares of the Company from the Stock Exchanges in accordance with the SEBI DelistingRegulations. Subsequently the board of directors and shareholders of the Company haveapproved the Delisting proposal on 22nd June 2020 and 23rd July2020 respectively. For voluntary delisting of Company’s equity shares the Companyis in process of taking necessary actions in terms of and in compliance with theapplicable SEBI Regulations and other applicable laws. Towards this the Company hasalready made an application to the Stock Exchanges for their in-principle approval.

25. 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.

Your Directors also feel a deep sense of gratitude for everyone who has during thisterrible pandemic time sacrificed for the common good over the last several monthsespecially who have followed Covid-19 protocols and maintained social distancing toprovide essential services to various communities so as to keep everything going.

For and on behalf of the Board of Directors

Gautam S. Adani

Chairman

(DIN: 00006273)

Place: Ahmedabad

Date: 6th May 2021

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