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Adani Power Directors Report, Adani Power Reports by Directors
Adani Power
BSE: 533096|NSE: ADANIPOWER|ISIN: INE814H01011|SECTOR: Power - Generation/Distribution
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Directors Report Year End : Mar '13    Mar 12
Dear Shareholders,
 The Directors are pleased to present the Seventeenth Annual Report
 alongwith the audited accounts of your Company for the financial year
 ended 31st March, 2013.
 Financial Highlights:
 The financial highlights of the Company for the year ended 31st March,
 2013 is summarized below:
                                                       (Rs. in Crores)
 Particulars                     For the year ended   For the year ended
                                 31st March, 2013     31st March, 2012
 Income from operations                   6333              3951
 Other Income                              535               243
 Total Income                             6868              4194
 Operating & Administrative Expenses      6674              3263
 Operating Profit before Interest and Tax  194               931
 Finance Costs                            1739               935
 Profit / (Loss) Before Exceptional 
 Items And Tax                           (1545)               (4)
 Exceptional Item                           51                 -
 Profit / (Loss) Before Tax              (1494)               (4)
 Tax Expense (including deferred tax)      458               290
 Profit / (Loss) After tax               (1952)             (294)
 * Figures of previous year have been restated.
 Operational Highlights:
 Your Company together with its subsidiaries is currently developing
 various power projects with a combined installed capacity of 9,240 MW,
 out of which 5,940 MW is operational, 3,300 MW is under implementation.
 Your Company along with its subsidiaries has completed implementation
 of transmission line projects of about 1,600 km length.
 Your Company intends to sell the power generated from these projects
 under a combination of long term Power Purchase Agreements and on
 merchant basis.
 The detailed Operational Performance of the Company has been
 comprehensively discussed in the Management Discussion and Analysis
 Report which forms part of Directors'' Report.
 In view of loss incurred during the year, your Directors have not
 recommended any dividend on equity shares for the year under review.
 Scheme of Amalgamation:
 During the year under review, Growmore Trade and Investment Private
 Limited, Mauritius was amalgamated into the Company in terms of the
 Scheme of Amalgamation sanctioned by the Hon''ble High Court of Gujarat
 vide order dated 18th September, 2012. The Scheme of Amalgamation has
 become effective from the appointed date i.e.1st April, 2011.  In view
 of the said amalgamation, Adani Power Maharashtra Limited has become
 wholly owned subsidiary of the Company.
 Increase in paid up capital :
 Pursuant to approval of Scheme of Amalgamation, allotment of
 21,32,36,910 shares of the Company was made to shareholder of Growmore
 Trade and Investment Private Limited, Mauritius and hence the paid up
 capital of the Company was increased from Rs. 2180,03,52,000/-
 (218,00,35,200 equity shares of Rs. 10/- each) to Rs. 2393,27,21,100/-
 (239,32,72,110 equity shares of Rs. 10/- each).
 The Promoter Group holding as on date of this report is 70% of the paid
 up share capital. The Company has proposed to increase the same to 75%
 by preferential issue of shares to Promoter and/or Promoter Group by
 passing of special resolution through postal ballot process.
 Subsidiary Companies :
 Your Company has 5 subsidiaries at the end of the year which are as
 1) Adani Power Maharashtra Ltd.
 2) Adani Power Rajasthan Ltd.
 3) Adani Power Dahej Ltd.
 4) Adani Pench Power Ltd.
 5) Kutchh Power Generation Ltd.
 During the year, Mundra Power SEZ Ltd., Adani Power Pte Ltd., Singapore
 and Adani Power (Overseas) Ltd., UAE have been closed and hence have
 ceased to be subsidiaries of the Company.
 During the year, the Company has divested its entire holding in Adani
 Shipping Pte Ltd., Singapore. Accordingly, Adani Shipping Pte Ltd.,
 Singapore and its subsidiaries namely Rahi Shipping Pte Ltd.,
 Singapore, Vanshi Shipping Pte Ltd., Singapore, Aanya Maritime Inc.,
 Panama and Aashna Maritime Inc., Panama have ceased to be subsidiaries
 of the Company.
 In terms of general exemption granted by the Ministry of Corporate
 Affairs, vide General Circular No. 2/2011 dated 8th February, 2011,
 Annual Reports of each of the Subsidiary Companies have not been
 attached to the accounts of the Company for the year ended 31st March,
 Accordingly, the annual report of the Company contains the consolidated
 audited financial statements prepared pursuant to clause 41 of the
 listing agreement and prepared in accordance with the accounting
 standards prescribed by the Institute of Chartered Accountants of India
 Further the Company hereby undertakes that the Annual Reports of the
 subsidiary companies will be made available to the shareholders of
 holding Company on making request at any point of time. The annual
 accounts of subsidiary companies will also be kept open for inspection
 by any shareholder during working hours at the Company''s registered
 office and that of the respective subsidiary concerned.
 Fixed Deposits :
 During the year under review, your Company has not accepted any
 deposits from Public under Section 58A of Companies Act, 1956.
 Directors :
 - Appointment of an Additional Director:
 Mr. C.P. Jain was appointed as an Additional Director w.e.f. 28th
 November, 2012. Pursuant to Section 260 of Companies Act, 1956 and
 Article 77 of Articles of Association of the Company, Mr. C.P. Jain
 holds office upto the date of ensuing Annual General Meeting. The
 Company has received a notice in writing from a member of the Company
 signifying his candidature for the office of the Board of Directors of
 the Company.
 - Re-appointment of Managing Director:
 Tenure of Mr. Rajesh S. Adani of five years as Managing Director
 expired on 31st March, 2013. The Board of Directors in their meeting
 held on 28th January, 2013 re-appointed Mr. Rajesh S. Adani as Managing
 Director of the Company for further period of five years w.e.f 1st
 April, 2013 subject to approval of members.
 - Resignation of Director:
 Mr. Berjis Desai has resigned as a Director of the Company w.e.f. 19th
 November, 2012.
 - Retirement by rotation:
 As per Section 256 of the Companies Act, 1956 and Articles of
 Association of the Company, Mr. Vijay Ranchan and Mr. B. B. Tandon are
 liable to retire by rotation and being eligible offer themselves for
 The Board recommends appointment / re-appointment of aforesaid
 A brief resume of directors being appointed / re-appointed with the
 nature of their expertise, their shareholding in the Company as
 stipulated under Clause 49 of the Listing Agreement is appended as an
 annexure to the notice of the ensuing Annual General Meeting.
 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.
 Additional information to Shareholders:
 Your Company provides additional information related to the Company''s
 business, matters of interest to the investors like financial
 information, investor presentations, press releases, etc. on its
 website www.adanipower.com.
 Assets of your Company are adequately insured against various perils.
 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
 Auditors and Auditors'' Report:
 Your Company''s Auditors M/s. Deloitte Haskins & Sells, Chartered
 Accountants, Ahmedabad, hold office until the conclusion of ensuing
 Annual General Meeting and are eligible for reappointment. They have
 shown their willingness to accept the office as Statutory Auditors, if
 reappointed. Your Company has received a written certificate from the
 Auditors to the effect that their re-appointment, if made, would be
 within the prescribed limit under Section 224(1B) of the Companies Act,
 The notes to financial statements referred to in the Auditors Report
 are self-explanatory and do not call for any further comments and
 Cost Auditor:
 M/s Kiran J. Mehta & Co., Cost Accountants have been appointed as Cost
 Auditors to conduct Cost Audit for the year 2013-14 subject to approval
 of the Central Government.
 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
 Corporate Social Responsibility:
 The Adani Foundation (AF) is the Corporate Social Responsibility (CSR)
 arm for the prestigious Adani conglomerate that is committed to attain
 the betterment of the communities in and around Adani Businesses. With
 a commitment to improve the lives of the people by fostering
 sustainable and integrated development of the communities, Adani
 Foundation is carefully increasing its CSR footprints to cover more
 families. It reaches to 6 states, more than 175 Villages/Towns/Cities
 and more than 1,65,000 families; touching lives to make difference. It
 renders its services in core areas of Education, Community Health,
 Sustainable Livelihood Development and Rural Infrastructure
 Education :
 The Foundation works towards improving the quality of education in the
 Government Schools by upgrading the primary infrastructure facilities,
 adding value to the teaching process, skill building training to the
 teachers. The other strategy is to start and run our own schools such
 as Adani Vidya Mandir- a school with a difference.
 Community Health:
 Adani Foundation is primarily engaged in improving the quality of
 health services, through easy accessibility of the services to the
 community. Committed to Health for all, the Foundation runs mobile
 health care units, rural clinics, special projects, variety of health
 related camps and various need based programs. The Foundation adopts a
 holistic approach while addressing the key issues and to ensure that
 the poorest of the poor are covered under the ambit of the health
 Sustainable Livelihood Development:
 The Foundation works towards improving the quality of life of the
 people by promoting sustainable livelihoods through participatory,
 community based approaches, ensuring optimum management of the existing
 resource and broadening the scope of economic opportunities. Special
 emphasis is given to the marginalized communities such as women in need
 and fisher folk.
 Rural Infrastructure Development:
 Developing the rural infrastructure has a direct effect on economic
 growth and wellness of an area. With the vision to change the face of
 the rural communities where the group operates, the Foundation has
 developed rural infrastructures such as approach roads, school
 buildings, health care facilities, recreational zones like garden,
 sports ground and water storage tanks. It has particularly focused on
 developing and harvesting water resources in dry areas such as pond
 deepening, hand pumps in schools etc.
 Health, Safety & Environment (HSE)
 The HSE Management System of your Company is given the utmost priority
 by top management. The management of your Company believes in a system
 which is top driven, efficient, effective and adheres to the statutory
 Having a well structured set up of Safety function, your Company has
 been accredited with IS-18001 certification by ''Bureau of Indian
 Standard'' for its Mundra, Tiroda and Kawai plant, which clearly depicts
 the robustness of its safety management system.
 Your company has well defined processes and system for Safety function
 which enable us to take all safety measures for minimizing unsafe
 incidents. Accidents are investigated thoroughly and analyzed for root
 cause so that re- occurrence can be prevented. As a part of safety
 management system, a comprehensive Safety manual has been developed for
 use by operating and safety personnel. SAP module for Safety is
 commissioned for Mundra and Tiroda site; subsequently same is going to
 be replicated at Kawai sites. Specialized Personnel Protective
 Equipments have been standardized and provided to operating personnel
 for use in the work areas. Regulatory authorities and government
 agencies carry out inspection/ audits with an aim for overall
 improvement in the Safety performance at regular frequency.
 Your Company gives paramount importance to environment. During the
 year, all the three project sites Mundra, Tiroda and Kawai as well as
 operating units at Mundra exercised great care to improve on the
 required environmental norms for emissions as stipulated by the
 respective state pollution control boards and the Ministry of
 Environment and Forests using, amongst other things, technology and
 state-of-the-art equipment. Your Company has received environmental
 clearance for all its ongoing projects. Your company has also initiated
 the process of getting accreditation of Environment Management System
 as ISO-14001 for our Mundra Plant; subsequently we shall also proceed
 for this certification for Tiroda and Kawai.
 Your Company is deeply committed to sustainable means of conducting its
 operations. Your Company has established Environment Divisions both at
 Plant level and corporate level with competent officials who keep a
 close watch of all environmental parameters at and around the plant
 site at Mundra and project sites at Tiroda and Kawai.
 Maintaining health and productive workforce is a smart strategy of
 business and promoting health is a proven key in health care practices.
 Your Company is committed and adhered to same strategy across power
 business. Our goal is to achieve a balance between an individual
 capacity against work demand and potential health risk. We educate,
 motivate and mobilize employee toward healthy life. Management believes
 in effective and efficient work output at optimum level with highest
 degree of physical and mental ease. Your Company has also established
 health policy which reflects mainly on employee assistance program,
 identification and supervision of vulnerable group, health
 surveillance, curative health services and highest quality of medical
 care in rehabilitation. Our health privilege card is a part of our best
 health support system across country.
 Particulars of Employees:
 In terms of the provisions of Section 217(2A) of the Companies Act,
 1956, read with the Companies (Particulars of Employees) Rules, 1975 as
 amended, the names and other particulars of the employees forms part of
 this report as Annexure. However, as permitted by section 219 (1) (b)
 (iv) of the companies Act, 1956 this annual report is being sent to all
 shareholders excluding aforesaid information. Any member interested in
 obtaining such particulars may write to 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 I and forms part of this Annual
 Awards & Recognitions:
 During the year under review, your Company has been bestowed with
 various awards like (1) National Energy Conservation Award for
 conservation of energy by Bureau of Energy Efficiency- part of Central
 Electricity Authority- Ministry of Power (2) Golden Peacock
 Occupational Health & Safety Award 2012 for Occupational Health &
 Safety by Institute of Directors (3) Greentech Safety Award 2012 in
 Gold Category in Power Sector for excellence in fire, safety &
 security by Greentech Foundation (4) Safety Innovation Award 2012
 for the best and innovative practices in safety by Institution of
 Engineers (5) IPPAI Award for fastest growing IPP (Thermal) by
 Independent Power Producer Association of India.
 Your Directors place on record their appreciation for assistance and
 co-operation received from various ministries and departments of
 Government of India, Government of Gujarat, 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
 Date: 8th May, 2013                                     Gautam S. Adani
 Place: Ahmedabad                                               Chairman
Source : Dion Global Solutions Limited
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