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Adani Power
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Download Annual Report PDF Format 2014 | 2013 | 2012 | 2011 | 2010
Directors Report Year End : Mar '14    « Mar 13
Dear Shareholders,
 
 The Directors are pleased to present the Eighteenth Annual Report
 alongwith the audited accounts of your Company for the Financial Year
 ended on 31st March, 2014.
 
 Financial Highlights:                               ( Rs. in Crores)
 
                                  Standalone            Consolidated
 
 Particulars                  FY 13-14   FY 12-13   FY 13-14   FY 12-13
 
 Revenue from operations     10,714.43   6,332.98  15,768.08   6,779.36
 
 Other income                   590.13     535.11     186.32     190.65
 
 Total revenue               11,304.56   6,868.09  15,954.40   6,970.01
 
 Operating & 
 Administrative expenses      8,608.16   6,526.29  13,313.94   7,109.43
 
 Profit/(Loss) 
 before finance costs and
 exceptional items            2,696.40     341.80   2,640.46   (139.42)
 
 Finance Costs                3,023.61   1,645.41   4,010.00   1,702.86
 
 Exceptional 
 Item (income)                       -      51.59          -      24.06
 
 Profit/(Loss) Before Tax     (327.21)  (1,252.02) (1,369.54) (1,818.22)
 
 Tax (including 
 Deferred Tax )             (1,060.63)     458.32  (1,078.99)    476.79
 
 Profit/(Loss) After Tax       733.42   (1,710.34)   (290.55) (2,295.01)
 
 Profit/(Loss) after tax 
 from discontinuing
 
 operations*                  (138.16)    (241.69)         -          -
 
 Profit/(Loss) from 
 Total Operations              595.26   (1,952.03)         -          -
 
 * Refer Note 36 of financial statements for discontinuing operations.
 
 Financial Performance:
 
 Standalone:
 
 The total revenue of your Company for FY 2013-14 stood at Rs. 11,600.17
 Crores (including revenue from discontinuing operations of Rs. 295.61
 Crores) as against Rs. 6,868.09 Crores for FY 2012-13 showing an increase
 of 69%.
 
 The EBIDTA (before exceptional items and including discontinuing
 operation) increased by 210% from Rs. 1,332 Crores in FY 2012-13 to Rs.
 4,129 Crores in FY 2013-14.
 
 Net Profit for the FY 2013-14 stood at Rs. 595.26 Crores from Rs.
 (1,952.03) Crores in FY 2012-13.
 
 Consolidated:
 
 The consolidated total revenue of your Company for FY 2013-14 stood at
 Rs. 15,954.40 Crores as against Rs. 6,970.01 Crores for FY 2012-13 showing
 an increase of 129%.
 
 The EBIDTA (before exceptional items) increased by 322% from Rs. 1,150.26
 Crores in FY 2012-13 to Rs. 4,858.91 Crores in FY 2013-14.
 
 Consolidated Net Loss for the year reduced from Rs. (2,295.01) Crores in
 FY 2012-13 to Rs. (290.55) Crores in FY 2013-14.
 
 In February, 2014, Central Electricity Regulatory Commission (CERC)
 passed an order approving compensatory tariff till 31st March, 2013 and
 recommended a formulae for computation of compensatory tariff beyond
 31st March, 2013. The said order states that the Compensatory Tariff
 till 31st March 2013 aggregating Rs. 829.75 Crores shall be paid to the
 Company in equal monthly installments over a period of not more than 36
 months from the date of the order. The amount of Compensatory Tariff
 from 1st April, 2013 to 31st March, 2014 shall be paid to the Company
 in equal monthly instalments over a period of not less than 12 months
 from the date of the order and the Compensatory Tariff for subsequent
 periods commencing from 1st April, 2014 shall be paid on a monthly
 basis based on claims submitted by the Company. Your Directors welcome
 the order. This step will revive investment cycle in power sector,
 which had slowed down due to non-remunerative power price under the old
 PPAs.
 
 During the year, the Company (alongwith subsidiaries) emerged as
 largest private power producer with installed capacity of 8580 MW. The
 Company also set a record in power generation by achieving full load of
 4620 MW at Mundra power plant.
 
 Consolidated Financial Statements:
 
 The audited consolidated financial statements of your Company as on
 31st March, 2014, which form part of the annual report, have been
 prepared pursuant to Clause 41 of the Listing Agreement entered with
 the Stock Exchanges, in accordance with provisions of the Companies
 Act,1956 and the Accounting Standards AS-21 on Consolidated Financial
 Statements.
 
 Dividend:
 
 In view of accumulated losses, your Directors have not recommended any
 dividend on equity shares for the year under review.
 
 Fixed Deposits:
 
 During the year under review, your Company has not accepted any
 deposits within the meaning of Section 58A of Companies Act, 1956 and
 the rules made thereunder.
 
 Preferential Issue:
 
 During the year under review, the Company made preferential issue of
 47,86,50,000 equity shares to Promoter/Promoter group at a premium of Rs.
 43.11/- per share. The entire issue proceeds were utilized for
 repayment of loan raised for Capital Expenditure of Projects of the
 Company by 30th June, 2013.
 
 Consequent upon preferential issue of shares, the paid up capital of
 the Company was increased from Rs. 2393,27,21,100/- (239,32,72,110 equity
 shares of Rs. 10/- each) to Rs. 2871,92,21,100/- (287,19,22,110 equity
 shares of Rs. 10/- each).
 
 Demerger of transmission business:
 
 The Company and its wholly owned subsidiary i.e. Adani Power
 Maharashtra Limited have established following transmission lines:
 
 1)  /- 500 kv HVDC transmission line of about 990 kms from Mundra,
 Gujarat to Mohindergarh, Haryana with associated 400 kv lines;
 
 2) 400kv D/C transmission line of about 434 kms from Mundra, Gujarat to
 Dehgam, Gujarat;
 
 3) 400 kv D/C transmission line of about 218 kms from Tiroda,
 Maharashtra to Warora, Maharashtra.
 
 For better regulatory compliance and efficient and focused management
 of transmission line business, the Board of Directors approved demerger
 of transmission line business into a wholly owned subsidiary company.
 Accordingly, the Board of Directors in its meeting held on 28th
 December, 2013 approved scheme of arrangement for demerger of
 transmission line business of the Company and of Adani Power
 Maharashtra Ltd.
 
 Into its wholly owned subsidiary namely Adani Transmission (India)
 Limited (earlier Adani Transmission (Gujarat) Limited). The Company has
 received approval of Stock Exchanges to the said Scheme and process of
 further approval to the scheme are being carried out.
 
 Subsidiary Companies:
 
 Your Company has 4 subsidiaries (including step down subsidiary) at the
 end of the year which are as follows:
 
 1) Adani Power Maharashtra Ltd.
 
 2) Adani Power Rajasthan Ltd.
 
 3) Adani Transmission (India) Ltd. (erstwhile Adani Transmission
 (Gujarat) Ltd.)
 
 4) Adani Transmission (Maharashtra) Ltd. (subsidiary of Adani Power
 Maharashtra Ltd.)
 
 Adani Power Maharashtra Ltd. (APML): APML is implementing 3300 MW
 (5x660MW) power project based on supercritical technology at Tiroda,
 Dist. Gondia, Maharashtra. During the year the Company commissioned 3 x
 660 i.e. 1980 MW. With this the total operational capacity at APML is
 2640 MW. APML has also commissioned 400 kv D/C transmission line of
 about 218 kms from Tiroda, Maharashtra to Warora, Maharashtra.
 
 Adani Power Rajasthan Ltd. (APRL): APRL has implemented 1320 MW
 (2x660MW) power project based on supercritical technology at Kawai,
 Dist. Baran, Rajasthan. Entire capacity of power project has been
 commissioned during the year.
 
 During the year, the Company has divested its entire holding in Adani
 Power Dahej Ltd., Adani Pench Power Ltd., and Kutchh Power Generation
 Ltd. and transferred it to Adani Enterprises Ltd. (Holding Company of
 the Company), hence ceased to be subsidiaries of the Company.
 
 During the year, Adani Transmission (India) Ltd., Adani Transmission
 (Maharashtra) Ltd. (Subsidiary of Adani Power Maharashtra Ltd.) were
 set up as subsidiaries of the Company.
 
 Pursuant to the General Exemption under Section 212(8) of the Companies
 Act, 1956 granted by Ministry of Corporate Affairs vide its circular
 no. 02/2011 dated 8th February, 2011 and in compliance with the
 conditions enlisted therein, the Audited Statement of Accounts and the
 Auditors'' Report thereon for the Financial Year ended 31st March, 2014
 along with the Reports of the Board of Directors of the Company''s
 subsidiaries have not been annexed. However, as directed by the
 Ministry of Corporate Affairs, some key information has been disclosed
 in a brief abstract forming part of this Annual Report.
 
 The annual accounts of the subsidiary companies and related detailed
 information shall be made available to the shareholders of the holding
 and subsidiary companies seeking such information on all working days
 during business hours, The annual accounts of the subsidiary companies
 shall also be kept for inspection by any shareholder during working
 hours at the Company''s registered office and that of the respective
 subsidiary companies concerned. Details of developments of subsidiaries
 of the Company are covered in Management Discussion and Analysis Report
 forming part of the Annual Report.
 
 Directors:
 
 The Board comprises of six directors. During the year there has been no
 change in composition of the Board.
 
 The Company had, pursuant to the provisions of clause 49 of the Listing
 Agreement entered into with Stock Exchanges, appointed Mr. B. B.
 Tandon, Mr. Vijay Ranchan and Mr. C. P. Jain as Independent Directors
 of the Company. As per Section 149(4) of the Companies Act, 2013, which
 came into effect from 1st April, 2014, every listed public company is
 required to have at least one-third of the total number of directors as
 Independent Directors.
 
 In accordance with the provisions of section 149 of the Companies Act,
 2013, these Directors are being appointed as Independent Directors to
 hold office as per their tenure of appointment mentioned in the Notice
 of the forthcoming Annual General Meeting (AGM) of the Company.
 
 The Company has received declarations from all the Independent
 Directors of the Company confirming that they meet with the criteria of
 independence as prescribed both under sub-section (6) of Section 149 of
 the Companies Act, 2013 and under Clause 49 of the Listing Agreement
 with the Stock Exchanges.
 
 Pursuant to the requirements of the Companies Act, 2013 and Articles of
 Association of the Company, Mr. Gautam S. Adani is liable to retire by
 rotation and being eligible offers himself for re-appointment.
 
 Further, in terms of section 152 of the Companies Act, 2013 your Board
 recommends for shareholders'' approval, the period of office of Mr.
 Rajesh S. Adani, Managing Director of the Company, to be liable to
 determination by rotation.
 
 Brief details of Directors proposed to be appointed / re-appointed as
 required under Clause 49 of the Listing Agreement are provided in the
 Notice of Annual General Meeting forming part of this Annual Report.
 
 Directors'' Responsibility Statement:
 
 Pursuant to the requirement under Section 217(2AA) of the Companies
 Act, 1956, with respect to Directors'' Responsibility Statement, the
 Directors confirm that:
 
 1.  In the preparation of annual accounts, the applicable accounting
 standards have been followed alongwith proper explanations relating to
 material departures, if any.
 
 2.  Reasonable and Prudent Accounting Policies have been adopted in
 preparation of the Financial Statements. The Accounting Policies have
 been consistently applied except for the changes mentioned in Notes
 forming part of financial statements.
 
 3.  Proper and sufficient care has been taken for the maintenance of
 adequate accounting records in accordance with the provisions of
 Companies Act, 1956 for safeguarding the assets of the company and for
 preventing and detecting fraud and other irregularities.
 
 4.  The annual accounts have been prepared on a going concern basis.
 
 Formation of various committees:
 
 Details of various committees constituted by the Board of Directors as
 per the provision of Clause 49 of the Listing Agreement and Companies
 Act, 2013 are given in the Corporate Governance Report and form part of
 this report.
 
 Corporate Social Responsibility:
 
 The details of Corporate Social Responsibility (CSR) carried out by the
 Company is appended in the Annexure to the Directors'' Report.
 
 The particulars of the CSR committee constituted by the company
 pursuant to the provisions of Section 135 of the Companies Act, 2013
 and the rules forming part of the same are included in the Corporate
 Governance Report annexed and forming part of this Annual Report.
 
 Corporate Governance and Management Discussion and Analysis Report:
 
 A separate report on Corporate Governance compliance and a Management
 Discussion and Analysis Report as stipulated by the Clause 49 of the
 Listing Agreement forms part of the Annual Report along with the
 required Certificate from a Practicing Company Secretary regarding
 compliance of the conditions of Corporate Governance as stipulated by
 Clause 49 of the Listing Agreement.
 
 In compliance with Corporate Governance requirements as per Clause 49
 of the Listing Agreement, your Company has formulated and implemented a
 Code of Business Conduct and Ethics for all Board members and senior
 management personnel of the Company, who have affirmed the compliance
 thereto.
 
 Business Responsibility Report:
 
 SEBI, vide its Circular CIR/CFD/DIL/8/2012 dated 13th August, 2012,
 mandated the top 100 listed entities, based on market capitalisation at
 BSE and NSE, to include Business Responsibility Report as part of the
 Annual Report describing the initiatives taken by the companies from
 Environmental, Social and Governance perspective.
 
 Accordingly, the Business Responsibility Report is attached and forms
 part of the Annual Report.
 
 Auditors and Auditors'' Report:
 
 The Statutory Auditors of the Company, M/s. Deloitte Haskins & Sells.,
 Chartered Accountants retire at the conclusion of the ensuing Annual
 General Meeting. The said Statutory Auditors have confirmed their
 eligibility and willingness to accept the office on re-appointment. The
 necessary resolution seeking your approval for re- appointment of
 Statutory Auditors has been incorporated in the Notice convening the
 Annual General Meeting.
 
 The Board has duly reviewed the Statutory Auditors'' Report on the
 Accounts. The observations and comments, if any appearing in the
 Auditors'' Report are self-explanatory and do not call for any further
 explanation / clarification by the Board of Directors.
 
 Cost Auditors:
 
 The Company has appointed M/s Kiran J. Mehta & Co., Cost Accountants to
 conduct audit of cost records of the Company for the year ended 31st
 March, 2014. The Cost Audit Report for the year 2012-13 was filed
 before the due date with the Ministry of Corporate Affairs.
 
 Awards & Recognitions:
 
 During the year under review, your Company has been bestowed with
 prestigious awards as: (1) Engineering Excellence Award 2013 under
 the category of ''Jury''s Choice Award-Future ready'' by Engineering Watch
 (2) Golden Peacock Occupational Health & Safety Award 2013 for
 Occupational Helath & Safety by Institute of Directors (3)Greentech
 Safety Award 2013 in Platinum Category in Power Sector for excellence
 in fire, safety & security by Greentech Foundation and (4) Safety
 Innovation Award 2013 for the best and innovative practices in safety
 by Institution of Engineers.
 
 Particulars of Employees:
 
 The information required under section 217(2A) of the Companies Act,
 1956 and the Rules made thereunder, in respect of the employees of the
 Company, is provided in the Annexure forming part of this Directors
 Report. In terms of Section 219(1)(b)(iv) of the Companies Act, 1956,
 the Annual Report excluding the aforesaid information is being sent to
 all the members of the Company and others entitled thereto.  Any member
 interested in obtaining a copy of such particulars may write to the
 Company Secretary at the Registered office of the Company. The said
 information is also available for inspection by any member at the
 Registered Office of the Company.
 
 Conservation of Energy, Technology Absorption, Foreign Exchange
 Earnings and Outgo:
 
 The particulars relating to energy conservation, technology absorption,
 foreign exchange earnings and outgo, as required to be disclosed under
 Section 217(1)(e) of the Companies Act, 1956 read with the Companies
 (Disclosure of Particulars in the Report of Board of Directors) Rules,
 1988 are appended herewith as Annexure to the Directors'' Report.
 
 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, directors, executives, officers 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.
 
                           For and on behalf of the Board of Directors
 
 Place : Ahmedabad                          Gautam S. Adani
 
 Date : 15th May, 2014                          Chairman
Source : Dion Global Solutions Limited
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