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Adani Power

BSE: 533096|NSE: ADANIPOWER|ISIN: INE814H01011|SECTOR: Power - Generation & Distribution
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Directors Report Year End : Mar '17    Mar 16

Dear Shareholders,

The Directors present herewith the 21st Annual Report along with the audited financial Statements of your Company for the financial year ended 31st March, 2017.

1. Financial Performance

The Financial highlight is depicted below:

(RS, in crores)

Particulars

Consolidated Results

Standalone Results

2016-17

2015-16

2016-17

2015-16

Revenue from operations

22,783.82

25,532.17

11,017.97

12,875.27

Other Income

418.96

201.58

735.22

522.73

Total revenue

23,202.78

25,733.75

11,753.19

13,398.00

Operating and Administrative expenses

16,812.17

16,730.04

9,760.54

9,348.95

Operating Profit before Interest, Depreciation and Tax

6,390.61

9,003.71

1,992.65

4,049.05

Depreciation and Amortization expenses

2,672.36

2,665.82

1,120.72

1,137.26

Profit before finance costs and exceptional items

3,718.25

6,337.89

871.93

2,911.79

Finance Costs

5,901.73

5,963.17

3,101.56

2,951.19

Exceptional Item

4,076.69

-

3,907.94

-

Profit /(Loss) before tax

(6,260.17)

374.72

(6,137.57)

(39.40)

Tax expenses

(86.07)

(176.08)

(83.23)

(135.94)

Net Profit / (Loss)

(6,174.10)

550.80

(6,054.34)

96.54

Other Comprehensive Income

3.97

30.97

1.63

20.36

Total Comprehensive (Loss) / income for the year

(6,170.13)

581.77

(6,052.71)

116.90

Surplus brought forward from previous year

-

-

-

-

Balance available for appropriation

(6,170.13)

581.77

(6,052.71)

116.90

Balance carried to Balance Sheet

(6,170.13)

581.77

(6,052.71)

116.90

2. Indian Accounting Standards (Ind AS)

Your Company has adopted Indian Accounting Standards (Ind AS”) with effect from 1st April 2016 with the transition date of 1st April 2015. Accordingly, the Financial Statements for the year ended 31st March 2017 have been prepared in accordance with Ind AS on the historical cost basis except for certain financial instruments that are measured at fair values. The Financial Statements for the year ended 31st March 2016 have been restated to comply with Ind AS to make them comparable.

Your Company has adopted Ind AS pursuant to the notification issued by the Ministry of Corporate Affairs (MCA) and duly prescribed under section 133 of the Companies Act 2013 read with rule 3 of the Companies (Indian Accounting Standards) Rules, 2015 and Companies

(Indian Accounting Standards) Amendment Rules, 2016 with effect from 1st April 2016. The MCA notification also mandates Ind AS applicability to subsidiary Companies and hence the Company along with its subsidiaries have prepared and reported financial statements under Ind AS including consolidated Financial Statements of the Group.

A description of the transition to Ind-AS and its impact on Company''s and Group''s net profit and equity has been provided in the respective financial statements,

3. Performance Highlights

Consolidated:

The key aspects of your Company''s consolidated performance during the financial year 2016-17 are as follows:

a) Revenue

The consolidated total revenue of your Company for FY 2016-17 stood at RS,23,202.78 crores as against RS,25,733.75 crores for FY 2015-16 showing a decrease of 10%. The revenue is lower in FY 2016-17 mainly due to no recognition of Compensatory Tariff (CT) for Mundra plant, pursuant to the judgment by the Hon''ble Supreme Court in the matter and also due to reduction in quantum of power sold.

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

b) Operating and Administrative Expenses

The consolidated operating and administrative expenses of RS,16,812.17 crores during FY 2016-17 which has increased marginally by 0.49% from RS,16,730.04 crores in FY 2015-16. It mainly consists of expenses in nature of fuel cost, employee benefits expense, transmission expense, repairs and maintenance etc.

The percentage of operating and administrative expenses to total revenue has increased to 72% in FY 2016-17 from 65% in FY 2015-16, largely due to increase in fuel cost and non-recognition of CT.

c) Depreciation and Amortization Expenses

The consolidated depreciation and amortization Expenses of RS,2672.36 crores during FY 2016-17 which has increased by 0.26% from RS,2665.82 crores in FY 2015-16.

d) Finance Costs

The consolidated finance costs of RS,5,901.73 crores during FY 2016-17 which has decreased by 1% from RS,5963.17 crores in FY 2015-16.

e) Exceptional Item

Exceptional item for the year includes reversal of CT of RS,3,619.49 crores and other receivable of RS,457.20 crores

f) Total Comprehensive (Loss) / Income for the year Consolidated total comprehensive loss for the year was RS,6170.13 crores as compared to total comprehensive profit of RS,581.77 crores in FY 2015-16. This is mainly due to CT reversal of earlier periods and non-recognition of CT for the current year.

Standalone:

The key aspects of your Company''s standalone performance during the financial year 2016-17 are as follows:

a) Revenue

The total revenue of your Company for FY 2016-17 was RS,11,753.19 crores as against RS,13,398.00 crores for FY 2015-16 showing a decrease of 12% on account of lower sale of units of 27.56 billion units from 30.29 billion units and due to non-recognition of Compensatory Tariff (CT) for Mundra plant, pursuant to the judgment by the Hon''ble Supreme Court in the matter.

b) Operating and Administrative Expenses

The operating and administrative expenses of RS,9,760.54 crores during FY 2016-17 which has increased by 4.41% from RS,9,348.95 crores in FY 2015-16. The percentage of operating and administrative expenses to revenue has increased to 83% in FY 2016-17 from 70% in FY 2015 16, largely due to increase in imported coal prices and transmission and other expenses.

c) Depreciation and Amortization Expenses

The depreciation and amortization expenses of RS,1,120.72 crores during FY 2016-17 has decreased by 1% from RS,1,137.26 crores in FY 2015-16.

d) Finance Costs

The finance costs of RS,3,101.56 crores during FY 2016-17 which has increased by 5% from RS,2,951.19 crores in FY 2015-16.

e) Exceptional Item

Exceptional item for the year includes reversal of CT of RS,3,619.49 crores and other receivable of RS,457.20 crores.

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

Total comprehensive loss for the year was RS,6052.71 crores as compared to total comprehensive profit of RS,116.90 crores in FY 2015-16. This is mainly due to CT reversal of earlier periods and non-recognition of CT for the current year.

The detailed financial and operational performance of your Company has been comprehensively discussed in the Management Discussion and Analysis Report, which forms part of this Report.

4. Dividend

In view of the loss incurred during the financial year 2016-''17, your Directors do not recommended for any dividend on Equity Shares for the year under review,

5. Material Changes and Commitments

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

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

6. Preferential Allotments

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

During the financial year 2016-''17, the Company has issued and allotted 523,000,000 Warrants at a price of H32.54 (including premium of H22.54 per Warrant) per Warrant to promoter group entities convertible into equivalent number of Equity Shares on preferential basis in accordance with and in terms of the provisions of Sections 39, 42 and 62(1)(c) of the Companies Act, 2013 read with rules framed there under, Chapter VII of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009, as amended from time to time and other applicable laws. All these Warrants were converted into equivalent number of Equity Shares during the year under review.

7. Fixed Deposits

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

8. Subsidiary Companies and Its Financial Performance

Your Company has total 6 direct and indirect subsidiaries as on 31st March, 2017. There has been no material change in the nature of the business of the subsidiaries.

The Financial performance of the key subsidiaries is as under:

- Adani Power Maharashtra Limited (APML): Adani Power''s Tiroda Power Plant has a total installed capacity of 3,300 MW. PLF for the year was 61%. The Tiroda plant contributed RS,6,494.77 crores towards the total consolidated revenue, RS,2,410.87 crores towards the consolidated EBIDTA. APML Rs,ad RS,217.24 crores comprehensive loss during the year.

- Adani Power Rajasthan Limited (APRL): Adani Power''s Kawai Power Plant has a total installed capacity of 1,320 MW. PLF for the year was 72%. The Kawai plant contributed RS,4,012.65 crores towards the total consolidated revenue, RS,1,277.99 crores towards the consolidated EBIDTA and RS,14.83 crores comprehensive profit during the year,

- Udupi Power Corporation Limited (UPCL): Adani Power''s Udupi Power Plant has a total installed capacity of 1,200 MW. PLF for the year was 75%. The Udupi plant contributed RS,3,328.44 crores towards the total consolidated revenue, RS,1,181.15 crores towards the consolidated EBIDTA and RS,45.26 crores comprehensive profit during the year,

9. Consolidated Financial Statements

Pursuant to the provisions of Section 129, 134 and 136 of the Companies Act, 2013 read with rules framed there under and pursuant to Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company had prepared consolidated financial statements of the Company and its subsidiaries and a separate statement containing the salient features of financial statements of subsidiaries, joint ventures and associates in Form AOC-1 are forming part of the Annual Report. The Financial Statements as stated above are also available on the website of the Company and can be accessed at http://www.adanipower.com/investors/ financials,

The annual financial statements and related detailed information of the subsidiary companies shall be made available to the shareholders of the holding and subsidiary companies seeking such information on all working days during business hours. The financial statements of the subsidiary companies shall also be kept open for inspection by any shareholder/s during working hours at the Company''s registered office and that of the respective subsidiary companies concerned. The separate audited financial statements in respect of each of the subsidiary companies are also available on the website of the Company. In accordance with Section 136 of the Companies Act, 2013, the audited financial statements, including consolidated financial statements and related information of the Company and audited financial statements of each of its subsidiaries, are available on our website, www.adanipower.com. Details of developments of subsidiaries of the Company are covered in the Management Discussion and Analysis Report, which forms part of this Report.

10. Directors and Key Managerial Personnel

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

Directors retire by rotation

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

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

Independent Directors and their Meeting

Your Company has received annual declarations from all the Independent Directors of the Company confirming that they meet with the criteria of Independence provided in Section 149(6) of the Companies Act, 2013 and Regulations 16(1)(b) & 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and there has been no change in the circumstances which may affect their status as Independent Director during the year.

The Independent Directors met on 27th May, 2017, without the attendance of Non-Independent Directors and members of the Management. The Independent Directors reviewed the performance of Non-Independent Directors and the Board as a whole; the performance of the Chairman of the Company, taking into account the views of Executive Directors and Non-Executive Directors and assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

11. Directors'' Responsibility Statement

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

a. that in the preparation of the annual financial statement, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b. that such accounting policies have been selected and applied consistently and judgment and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2017 and of the loss of the Company for the year ended on that date;

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

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

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

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

12. Board Evaluation

The Board carried out an annual performance evaluation of its own performance and that of its committees and individual Directors as per the formal mechanism for such evaluation adopted by the Board. The performance evaluation of all the Directors was carried out by the Nomination and Remuneration Committee. The performance evaluation of the Chairman, the Non Independent Directors and the Board as a whole was carried out by the Independent Directors. The exercise of performance evaluation was carried out through a structured evaluation process covering various aspects of the Board functioning such as composition of the Board & committees, experience & competencies, performance of specific duties & obligations, contribution at the meetings and otherwise, independent judgment, governance issues etc.

13. Policy on Directors'' Appointment and Remuneration

The Nomination and Remuneration Committee of the Company based on the needs of the Company and enhancing the competencies of the Board is selecting a candidate for appointment to the Board. The current policy is to have a balanced mix of executive and non-executive independent directors to maintain the independence of the Board and separate its function of Governance and Management. The Board of Directors at present comprises of 6 Directors, of which 4 are nonexecutive including 1 women director. The number of Independent Directors is 3, which is one half of the total number of Directors.

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

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

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

The Directors are responsible for laying down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively. As per Section 134(5)(e) of the Companies Act, 2013, the Directors'' Responsibility Statement shall state the same.

Your Company has adopted the IFC framework as guidance for ensuring adequate controls and its effectiveness within the Company. The process of assessment of IFC would require setting up of an internal controls function in the organization. IFC Steering Committee evaluates the design and operating effectiveness of the IFC framework. The framework also focuses on internal controls over financial reporting (ICFR) that are put in place to develop and maintain reliable financial data, and to accurately present the same in a timely and appropriate manner. The framework refers to the policies and procedures adopted by the Company for ensuring orderly and efficient conduct of its business, including adherence to company''s policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records, timely preparation of reliable financial information.

The IT controls provide reasonable assurance of achieving the control objectives related to the processing of financial information within the computer processing environment. IT controls ensures appropriate functioning of IT applications and systems built by the organization to enable accurate and timely processing of financial data. Your Company deploys best in class applications and systems which streamline business processes, to improve performance and reduce costs. These systems provide seamless integration across modules and functions resulting into strong MIS platform and informed decision-making by the Management.

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

The ICFR is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with applicable accounting principles and policies & procedures,

During the year, your Company has also carried out testing of controls at various areas of operation so as to ensure effectiveness of the internal financial control across the Organization,

A well-established multidisciplinary Management Audit & Assurance Services consists of professionally qualified accountants, engineers and SAP experienced executives which carries out extensive audit throughout the year,

across all functional areas and submits its reports to Management and Audit Committee about the compliance with internal controls and efficiency and effectiveness of operation and key processes and risks. Some key features of the Company''s internal controls system are:

i. Adequate documentation of policies & guidelines.

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

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

iv. The entire internal audit processes are web enabled and managed on-line by Audit Management System (AMS).

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

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

vii. Company uses ERP system to record data for accounting, consolidation and management information purposes and connects to different locations for efficient exchange of information.

viii. Internal Audit is carried out in accordance with auditing standards to review design effectiveness of internal control system & procedures to manage risks, operation of monitoring control, compliance with relevant policies & procedure and recommend improvement in processes and procedure.

15. Risk Management

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

The Risk Management Framework institutionalized strives to ensure a holistic, mutually exclusive and collectively exhaustive, allocation of risks by identifying risks relating to key areas such as operational, regulatory, business and commercial, financial, people, etc. Using this framework we aim to achieve key business objectives, both in the long term and short 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 are in place for periodic review of the compliance to the risk policy and tracking of mitigation plans.

- Review Compliance to Risk Policy, Resolve bottlenecks to mitigate risk. Advise the Board of Directors on risk tolerance and appetite.

- Priorities risk from stations / departments, track mitigation plan and escalate to steering committee.

Prepare Steering Committee document and coordinate meeting.

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

Review document with CRO,

Once risks have been prioritized, comprehensive mitigation strategies are defined for each of the prioritized risks. These strategies take into account potential causes of the risk and outline leading risk mitigation practices. In order to ensure the efficacy of this approach, a robust governance structure has also been set in place. Clear roles and responsibilities have been defined at each level right from the site champion to the APL management & leadership.

All associated frameworks (risk categorization & identification); guidelines & 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, 2017 as stipulated under Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed which forms part of this Report.

17. Related Party Transactions

In line with the requirements of the Companies Act, 2013 and Listing Regulations, your Company has formulated

a Policy on Related Party Transactions which is also available on http://www.adanipower.com/investors/ investor-download. All Related Party Transactions are placed before the Audit Committee for review and approval of the Committee on a quarterly basis. Also the Company has obtained prior omnibus approval for Related Party Transactions occurred during the year for transactions which are of repetitive nature and / or entered in the ordinary course of business and are at arm''s length.

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

During the year under review, your Company has entered into transactions with related parties which are material as per the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the details of said transactions are provided in the Notice of the Annual General Meeting.

18. Auditors & Auditors'' Report

Statutory Auditors:

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

After evaluation of the Country''s leading Auditing Firms, the Board of Directors has identified and recommended the appointment of M/s. S R B C & Co. LLP (324982E/ E300003), Chartered Accountants, as the Statutory Auditors of the Company for a term of 5 years (subject to ratification by members at every Annual General Meeting if required under the prevailing law at that time), to hold office from the conclusion of the 21st Annual General Meeting until the conclusion of the 26th Annual General Meeting of the Company. S R B C & Co. LLP is a part of the S. R. Batliboi & affiliates network of audit firms established in 1914 and registered with the Institute of Chartered Accountants of India. All the constituent firms of S.R. Batliboi are member firms in India of Ernst & Young Global Limited (E&Y).

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

Explanation to Auditors'' Comment:

The Auditors'' Qualification has been appropriately dealt with in Note No. 32 of the Notes to the consolidated audited financial statements. The Auditors'' Report is enclosed 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 31st March, 2018. The Cost Audit Report for the year 2015 16 was filed before the due date with the Ministry of Corporate Affairs.

Secretarial Auditor:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the rules made there under, the Company had appointed Mr. Chirag Shah, Practicing Company Secretary to undertake the Secretarial Audit of the Company. The Secretarial Audit Report for FY 201617 is annexed, which forms part of this report as Annexure

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

19. Awards and Recognitions

During FY 2016-17, your Company has obtained:

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

- JUSE 5S Certification for Work Place management System by JUSE, which is first ever in the group;

- QCFI: Quality Leadership Award (Private Sector) - 2016 given on the recommendations from QCFI representatives and the data of the respective organization, and the contribution of Chief Executives from various Private Sector Organizations practicing Quality Concepts at 30th National Convention on Quality Concepts;

- 5S case study in Competition at National Conclave on 5S Quality Circle Forum of India.( Highest Level of

Recognition)

20. Corporate Governance

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

21. Management Discussion and Analysis

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

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

Our CSR Philosophy:

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

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

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

Community Engagement and Development:

We approach community care with the same zeal and efficiency as we approach our business. We make strategic long-term investments which yield life-long positive change to the communities around us. We have a committed implementation team to carefully choose and craft initiatives in alignment with current and future needs of the nation.

We focus on a holistic socio-economic development of the local communities around our plant operations. We believe in positive relationships that are built with constructive engagement which enhances the economic, social and cultural well-being of individuals and regions connected to our activities. We continuously engage in dialogues, consultation, coordination and cooperation with community members to improve our sustainability performance and reduce business risks.

Implementation through Adani Foundation:

We initially started working with communities in and around Mundra, Gujarat, and slowly expanded our operations in the states of Gujarat, Maharashtra, Rajasthan, Himachal Pradesh, Madhya Pradesh, Chhattisgarh and Odisha. We are aligning our philosophy with Sustainable Development Goals in order to ensure that the lives of the marginalized communities are substantially improved.

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

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

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

23. Disclosures

A. Number of Board Meetings:

The Board of Directors met 5 (five) times during the year under review. The details of Board meetings and the attendance of the Directors are provided in the Corporate

Governance Report which forms part of this Report.

B. Committees of Board:

Details of various committees constituted by the Board of Directors as per the provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Companies Act, 2013 are given in the Corporate

Governance Report and forms part of this report,

C. Extract of Annual Return:

The details forming part of the extract of the Annual Return in Form MGT 9, is annexed to this Report as

Annexure - A,

D. Vigil Mechanism / Whistle Blower Policy

The Company has adopted a whistle blower policy and has established the necessary vigil mechanism for employees and Directors to report concerns about unethical behavior. No person has been denied access to the Chairman of the Audit Committee. The said policy is uploaded on the website of the Company at htto:// www.adanipower.com/investors/inve stor-download

E. Particulars of Loans, Guarantees or Investments:

The provisions of Section 186 of the Companies Act, 2013, with respect to a loan, guarantee or security is not applicable to the Company as the Company is engaged in the business of providing infrastructural facilities and is exempted under Section 186 of the Companies Act, 2013. The details of investments made during the year under review are disclosed in the financial statements.

F. Significant and Material orders passed by the Regulators or Courts or Tribunals impacting the going concern status of the Company:

It is described in the section on Material changes and commitments” herein above.

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

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies

Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, as amended from time to time is annexed to this Report as Annexure - D.

H. Particulars of Employees

The information required under Section 197 of the Companies Act, 2013 read with rule 5(1) of the Companies

(Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in separate annexure forming part of this Report, as Annexure - C.

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

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 there under, your Company has constituted Internal Complaints Committee which is responsible for redressal of complaints related to sexual harassment. During the year under review, there were no complaints pertaining to sexual harassment,

J. Other Disclosures and Reporting

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions pertaining to these items during the year under 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 under ESOP or any other scheme;

4. Neither the Managing Director nor the Whole-time Director of the Company has received any remuneration or commission from any of its subsidiaries.

24. Acknowledgement:

Your Directors place on record their appreciation for assistance and co-operation received from various Ministries and Department of Government of India and other State Governments, financial institutions, banks, shareholders of the Company etc. The management would also like to express great appreciation for the commitment and contribution of its employees for their committed services,

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

For and on behalf of the Board of Directors

Gautam S. Adani

Place : Ahmadabad Chairman

Date : 27th May, 2017 (DIN: 00006273)

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