you are here:

Adani Power Ltd.

BSE: 533096 | NSE: ADANIPOWER |

Represents Equity.Intra - day transactions are permissible and normal trading is done in this category
Series: EQ | ISIN: INE814H01011 | SECTOR: Power - Generation & Distribution

BSE Live

Oct 19, 16:00
124.80 1.55 (1.26%)
Volume
AVERAGE VOLUME
5-Day
4,915,729
10-Day
3,424,431
30-Day
1,673,247
16,811,754
  • Prev. Close

    123.25

  • Open Price

    133.50

  • Bid Price (Qty.)

    124.80 (991)

  • Offer Price (Qty.)

    124.80 (2947)

NSE Live

Oct 19, 16:00
124.85 1.65 (1.34%)
Volume
AVERAGE VOLUME
5-Day
21,228,471
10-Day
15,220,150
30-Day
8,365,767
71,805,365
  • Prev. Close

    123.20

  • Open Price

    133.45

  • Bid Price (Qty.)

    0.00 (0)

  • Offer Price (Qty.)

    124.85 (94379)

Annual Report

For Year :
2021 2019 2018 2017 2016 2015 2014 2013 2012

Director’s Report

Your Directors present herewith the 25th Annual Report along with the audited financial statements of your Company for the financial year ended 31st March, 2021.

1. FINANCIAL PERFORMANCE:

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

The summarised financial highlights are depicted below:

(H in Crores)

Particulars

Consolidated Results

Standalone Results

FY 2020-21

FY 2019-20

FY 2020-21

FY 2019-20

Revenue from operations

26,221.48

26,467.72

447.17

1,005.32

Other income

1,928.20

1,374.09

134.37

910.84

Total Revenue

28,149.68

27,841.81

581.54

1,916.16

Operating and administrative expenses

17,552.96

20,782.42

408.07

1,043.73

Operating profit before finance costs, depreciation and Tax

10,596.72

7,059.39

173.47

872.43

Depreciation and amortization expenses

3,201.65

3,006.50

32.46

34.77

Profit before finance costs, exceptional items, tax and deferred tax (recoverable from) future tariff

7,395.07

4,052.89

141.01

837.66

Finance costs

5,106.33

5,314.82

644.02

1,175.23

Exceptional item

-

1,002.99

-

1,002.99

Profit / (Loss) before tax and deferred tax (recoverable from) future tariff

2,288.74

(2,264.92)

(503.01)

(1,340.56)

Tax expenses

1,083.87

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

1,269.98

(2,274.77)

(498.74)

(1,340.56)

Net share of Profit / (Loss) from associate

-

-

-

-

Profit / (Loss) for the year

1,269.98

(2,274.77)

(498.74)

(1,340.56)

Other Comprehensive Income

(30.40)

10.32

1.14

0.12

Total Comprehensive Income / (Loss) for the year

1,239.58

(2,264.45)

(497.60)

(1,340.44)

Surplus brought forward from previous year

-

-

-

-

Balance available for appropriation

1,239.58

(2,264.45)

(497.60)

(1,340.44)

Balance carried to Balance Sheet

1,239.58

(2,264.45)

(497.60)

(1,340.44)

The consolidated revenue for FY 2020-21 incorporated higher level of recognition of prior period revenue from operations and prior period other income, primarily on account of regulatory orders such as the APTEL order for compensation to APML for non-availability of coal due to cancellation of Lohara coal block.

Your Company has sold 59.3 Billion units of electricity during FY 2020-21 as against 64 Billion units in FY 2019-20 from all the plants with Plant Load Factor (PLF) decreasing from

2. PERFORMANCE HIGHLIGHTS:

Consolidated:

The key aspects of your Company''s consolidated performance during the financial year 2020-21 are

as follows:

a) Revenue

The consolidated total revenue of your Company for FY 2020-21 stood at H 28,149.68 Crores as against H 27,841.81 Crores for FY 2019-20 showing an increase of 1.11%.

66.6% in the previous year to 58.9% in FY

2020-21.

b) Operating and administrative expenses Consolidated Operating and administrative expenses during FY 2020-21 were H 17,552.96

Crores, which have decreased by 15.54% from H 20,782.42 Crores in FY 2019-20. They mainly consist of expenses in nature of fuel cost,

purchase of trading goods, employee benefits expense, transmission expense, repairs and maintenance expense etc.

The percentage of Operating and administrative expenses to total revenue has decreased to 62.36% in FY 2020-21 from 74.64% in FY 201920.

c) Depreciation and amortization expenses Consolidated Depreciation and amortization expenses during FY 2020-21 were H 3,201.65 Crores, which have increased by 6.49% from H 3,006.50 Crores in FY 2019-20 largely due to full year consolidation of REL and REGL.

d) Finance costs

Consolidated Finance costs during FY 2020-21

were H 5,106.33 Crores, which have decreased by 3.92% from H 5,314.82 Crores in FY 201920, mainly due to interest rate reduction and

repayments.

e) Total Comprehensive Income / Loss for the year

Consolidated Total Comprehensive Income for the FY 2020-21 was H 1,239.58 Crores as

compared to Total Comprehensive Loss of H 2,264.45 Crores in FY 2019-20.

3. DIVIDEND:

The Board of Directors of your Company, after considering the relevant circumstances holistically

and keeping in view the Company''s dividend distribution policy, has decided 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''s management has made initial assessment of likely adverse impact on business and financial risks on account of Covid-19 and the efforts to combat it. The management does not see any medium to long term risks in the Company''s ability to continue as a going concern and meeting its liabilities. The management will

continue to monitor performance and take remedial

measures as needed to respond to the Covid-19 related risk, if any.

The generation and supply of electricity are essential services. During the lockdown announced

by the Central Government to restrict the spread of the COVID-19 pandemic, the Ministry of Power instructed various bodies and agencies of State Governments and urban local administration to ensure that generation of power continues without interruption, and that the movement of fuel, manpower, or machinery is not hampered. As a result of these measures, the Company was able to maintain plant uptime and supply power as per demand. Further, the disruptions caused across the world due to the pandemic created the need for practical and scalable solutions to overcome the challenges of remote working by transforming to new business processes and creating new workflows. The transition to remote working was facilitated by various digital initiatives adopted by the Company.

The demand for power was affected significantly due to the lockdown, as all non-essential industrial and commercial establishments were shut across

the nation. This reduction in demand had an impact on the PLF of most of the power plants of the Company and its subsidiaries, especially during the

first half of FY 2020-21. However, power demand revived quickly after the lockdowns were eased and as economic activity started to normalise.

During the lockdown period, power distribution companies also faced cash flow shortages due to their inability to collect dues from customers on account of restrictions on movement. However, the Government undertook proactive measures to ensure that the liquidity of power generating companies does not get affected adversely. Initially in FY 2020-21 the Government announced financial packages with an aim to provide liquidity to DISCOMs by lending against their receivables and thereby to relieve cash flow bottlenecks in the power sector. The Company has taken necessary steps to ensure adequate liquidity during and beyond the lockdown period.

Power demand for FY 2020-21, measured by energy

demand as well as peak demand, has again reached the level of the demand seen during FY 2019-20, demonstrating the depth and resilience of the Indian economy. Various policies and protocols put in place by the Government and the private sector, combined with timely enhancement of healthcare infrastructure and the experience gained during

the initial phases of the pandemic, will allow the

nation to address recurrence of the contagion in a better way, without causing a prolonged disruption to economic activity. Various multilateral financing institutions and global rating agencies have also taken cognizance of the Indian economy''s growth prospects, and projected a real GDP growth of 10% for FY 2021-22 and 6.8% for FY 2022-23 despite 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 their families during the pandemic. The Company has also invested a lot in taking requisite initiatives by setting up medical helplines, first line Covid Care Center at Adani Vidyamandir, Ahmedabad etc., and has also extended counselling and self-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 of the company and the date of this report.

6. KEY DEVELOPMENTS:

Adam Power (Mundra) Ltd.:

The Hon''ble APTEL vide its Judgment dated 3st November, 2020 upheld the decision of CERC in favour of APMuL by dismissing the appeal filed

by Distribution Companies of Haryana [Haryana DISCOMS''''] in relation to the claim towards compensation on account of shortage in domestic

coal supply for the PPAs signed by APMuL with Haryana DISCOMS.

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

Highlights of key developments during the year under review with respect to operations and

maintenance are summarised below:

• Unit-7 - Created National record of continuous running of 444 days among super critical 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%).

Adam Power Maharashtra Ltd.

NCDP and SHAKTI cases corresponding to PPAs of 2500 MW capacity: The Appellate Tribunal for Electricity (APTEL) vide its judgments dated 14th September, 2020 and 28th September, 2020 upheld the decisions of MERC that the shortfall in availability of domestic coal under New Coal Distribution Policy (NCDP”) and Scheme of Harnessing and Allocating Koyala (Coal) Transparently in India (SHAKTI”) policy are events of Change in Law under the respective PPAs. APTEL has further allowed that the compensation is payable for the entire quantum of such shortfall and that the Station Heat Rate (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 MERC vide 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 the aforesaid orders of APTEL, which is currently

pending adjudication.

Lohara Case: In a related development, the APTEL vide its judgment dated 5th October, 2020 upheld

the de-allocation of Lohara coal blocks allocated to APML by the Ministry of Coal for 800 MW capacity to be an event of Change in Law and further allowed the compensation for such shortfall considering the Lohara Coal cost as a base and considering operating parameters in terms of the judgment dated 14th September, 2020.

Subsequently the MSEDCL has filed an appeal in Hon''ble Supreme Court against certain 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 2020 upheld the allowance of compensation, including carrying cost thereon, for the additional cost incurred by APRL due to shortfall in availability of domestic linkage coal under NCDP and SHAKTI policies of the Government of India in respect of the appeal filed by the Distribution Companies of Rajasthan [Rajasthan DISCOMs”] against the APTEL Order dated 14th September, 2019.

RUVNL had filed a review petition in Supreme Court against the said Judgment. The Hon''ble

Supreme Court vide its order dated 2nd March 2021

has rejected the said review petition.

The Company has also filed a contempt petition with the Hon''ble Supreme Court against Rajasthan

Discoms for non-compliance of its order dated 31st August, 2020.

Adam Power (Jharkhand) Ltd.

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

In spite of several hurdles due to COVID-19, APJL has made substantial progress on the project during FY

2020-21 and achieved several milestones.

Cumulative physical progress achieved in the Project till 31st March 2021 is 68.50%.

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 11 direct subsidiaries as on 31st March, 2021.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 (Mundra) Limited [APMuL]: APMuLs Mundra Power Plant has a total installed capacity of 4,620 MW. PLF for the year was 63.42%. The Mundra Power Plant contributed H 10,023 Crores towards the total consolidated revenue and H 1081 Crores towards the consolidated EBIDTA. APMuL had H 2,139 Crore Comprehensive Loss during the year.

• Adani Power Maharashtra Limited [APML]: APMLs Tiroda Power Plant has a total installed capacity of 3,300 MW. PLF for the year was 62.44%. The Tiroda Power Plant contributed H 11,110 Crores towards the total consolidated revenue and H 6,721 Crores towards the consolidated EBIDTA. APML had H 3,666 Crore Total Comprehensive Income during the year.

• Adani Power Rajasthan Limited [APRL]: APRLs Kawai Power Plant has a total installed capacity of 1,320 MW. PLF for the year was 74.29%. The Kawai Power Plant contributed H 3,592 Crores towards the total consolidated revenue and H 1,535 Crores towards the consolidated EBIDTA. APRL had H 347 Crores Total Comprehensive Income during the year.

• Udupi Power Corporation Limited [UPCL]: UPCLs Udupi Power Plant has a total installed capacity of 1,200 MW. PLF for the year was 22.36%.The Udupi Power Plant contributed H 1,821 Crores towards the total consolidated revenue and H 877 Crores towards the consolidated EBIDTA. UPCL had H 103 Crores Total Comprehensive Income during the year.

• Raipur Energen Limited [REL]: RELs Power Plant has a total installed capacity of 1370 MW. PLF for the year was 55.09%. The RELs Power Plant contributed H 1,877 Crores towards the total consolidated revenue and H 474 Crores towards the consolidated EBIDTA. REL had H 45 Crores Total Comprehensive Loss during the year.

• Raigarh Energy Generation Limited [REGL]: REGLs Power Plant has a total installed capacity of 600 MW in Raigarh District, Chhattisgarh. PLF for the year was 54.74%. The REGLs Power Plant contributed H 774 Crores towards the total consolidated revenue and H 102 Crores towards the consolidated EBIDTA. REL had H 165 Crores comprehensive loss during the year.

• Adani Power (Jharkhand) Limited [APJL]: APJL is setting up 1600 MW coal powered thermal power plant based on ultra super critical technology in the State of Jharkhand during the year. APJL has incurred total capital expenditure amounting to H 4,198.02 Crores.

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 has 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, 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.adanipowercomr 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, the Board of Directors of the Company at its meeting held on 10th July,

2020, has considered and approved the followings:

1. Change in designation of Mr. Rajesh Adani (DIN: 00006322), from Managing Director” to Non-Independent Non-Executive Director” with effect from the close of the office hours

on 10th July, 2020;

2. Appointment of Mr, Anil Sardana as an Additional Director of the and thereafter as a Managing Director of the Company w.e.f. 11th July, 2020 without any remuneration

for a period of 3 years as per the applicable provisions of the Companies Act, 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 effect from the close of the office hours on 10th July, 2020, on

account of his transition to a new role;

4. Cessation of Mr. Suresh Chandra Jain as Chief Financial Officer of the Company with effect from the close of the office hours on 10th July, 2020, on account of his transition to a new role:

5. Appointment of Mr. Shailesh Sawa as Chief Financial Officer of the Company with effect

from 11th July, 2020.

Director retiring by rotation

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

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

Brief details of Directors proposed to be appointed/ re-appointed as required under Regulation 36 of the SEBI Listing Regulations are provided in the Notice of Annual General Meeting.

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 17th March, 2021, 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 clause (c) of sub-section (3) read with sub-section (5) of Section 134 of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm that:

a. 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. such accounting policies have been selected and applied consistently and judgement 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, 2021 and of the loss of the Company for

the year ended on that date;

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

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

f. proper system to ensure compliance with the provisions of all applicable laws including the compliance of applicable Secretarial Standards were 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 Company''s policy on directors'' appointment and remuneration and other matters provided in Section 178(3) of the Act is available on the website

of the Company at 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 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 put in place strong internal

control systems and best in class processes commensurate with its size and scale of operations.

There is a well-established multidisciplinary Management Audit & Assurance Services (MA&AS) function that consists of professionally qualified

accountants, engineers and SAP experienced executives which carries out extensive audit throughout the year, across all functional areas across all functional areas, engages subject matter experts on need basis, and submits its reports to Management and Audit Committee about the compliance with internal controls and efficiency and effectiveness of operations and key processes risks.

Some Key Features of the Company''s internal controls system are:

• Adequate documentation of Policies &

Guidelines.

• Preparation & monitoring of Annual Budgets through monthly review for all operating &

service functions.

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

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

• The Company has a strong compliance management system which runs on an online monitoring system.

• The Company has a well-defined delegation of power with authority limits for approving revenue and capex expenditure which is reviewed and suitably amended on an annual basis

• The Company uses ERP system (SAP) to record

data for its all transactions, which is embedded with requisite budgetary control and delegation of power. This system further integrates the

accounting, consolidation and management information purposes and connects to different locations for efficient exchange of information.

• Apart from having all policies, procedures and

internal audit mechanism in place, Company periodically engages outside experts to carry

out an independent review of the effectiveness of various business processes.

• Internal Audit is carried out in accordance with

auditing standards to review design effectiveness of internal control system and procedures to manage risks, operation of monitoring control, compliance with relevant policies and procedures, and recommend improvement in processes and procedure.

The Audit Committee of the Board of Directors regularly reviews execution of Audit Plan, the

adequacy and effectiveness of internal audit systems, and monitors implementation of internal audit recommendations including those relating

to strengthening of company''s risk management policies and systems.

15. RISK MANAGEMENT:

Company''s Risk Management Framework is

designed to help the organization, which meet its objective through alignment of 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 is 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.

• Prioritise risk from stations / departments, track mitigation plan and escalate to steering committee. Prepare Steering Committee document and co-ordinate 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 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 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:

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. None of the transactions with related parties fall under the scope of Section 188(1) of the Companies Act, 2013 (the Act”). Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Act in the prescribed Form AOC-2 is not applicable 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 Statutory Auditors of the Company have been appointed as Statutory Auditors of the Company by the Members of the Company till the Conclusion of 26thAnnual General Meeting of the Company to be held in the calendar year 2022, They have confirmed that they are not disqualified from continuing as Statutory Auditors of the Company for financial year 2021-22,

Explanation to Auditors'' Comment:

The Auditors'' Qualification has been appropriately

dealt with in Note No. 39 of the Notes to the standalone 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, 2022. The Cost Audit Report for the year 2019-20 was filed before the due date with the Ministry of Corporate Affairs.

The Company has maintained the cost accounts and records in accordance with Section 148 of the Companies Act, 2013 and Rule 8 of the Companies (Accounts) Rules, 2014.

Secretarial Auditor:

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

A. 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, CERTIFICATIONS AND ACCREDITATIONS:

Your Directors are pleased to inform that during the financial year 2020-21, your Company''s wholly

owned subsidiary Companies have been accredited with various certifications. A summary of the said certifications is given in the table, as below:

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. A report on the Corporate Governance practices, a Certificate from practicing Company Secretary regarding compliance of mandatory requirements thereof are given as an annexure to this report.

In compliance with Corporate Governance requirements as per the Listing Regulations, 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.

21. MANAGEMENT DISCUSSION AND ANALYSIS:

A detailed report on the Management discussion and Analysis is provided as a separate section 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 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 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 wellbeing 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, Karnataka, Chhattisgarh, Jharkhand 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 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. 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 the Companies Act, 2013, are given in the Corporate Governance Report and forms part of this report.

C. ANNUAL RETURN:

The Annual Return of the Company as on 31st March, 2021 is available on the website 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 vigil mechanism for employees and Directors to report concerns about unethical behaviour. 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 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 loans, guarantees,

investments or security are not applicable to the Company as the Company is engaged in 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:

There are no significant and material orders passed by the Regulators or Courts or Tribunals

which would impact the going concern status and the Company''s future operations.

G. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGEEARNINGS 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 - C.

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 - B.

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 thereunder, our Company has constituted Internal Complaints Committees at various locations as per requirement of the Act which are responsible for redressal of complaints relating to sexual harassment against woman at workplace. During the year under review, there were no complaints pertaining to sexual harassment against women.

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.

K. POLICIES

During the year under review, the Board of Directors of the Company has reviewed changes in Sustainability and Corporate Social Responsibility policy; Nomination and Remuneration Policy of Directors, Key Managerial Personnel and Other Employees; Policy for determining Material Subsidiaries; Related Party Transaction Policy; Vigil Mechanism / Whistle Blower Policy; Code of Conduct for Board of Directors and Senior Management of the Company; Material Events Policy; Website Content Archival Policy and Code of internal procedures and conduct for regulating, monitoring and reporting of Trading by Insiders to comply with the recent amendments in the Companies Act, 2013 and SEBI Regulations. Accordingly, the updated policies are uploaded on website of the Company at https://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 Limited and National Stock

Exchange of India Limited (the Stock Exchanges”) that it has received delisting proposal letter from Adani Properties Private Limited (APPL”), a member of the Promoter and the Promoter group company, wherein APPL has expressed its intention, either by itself or together with other members of the Promoter group, to acquire all the equity shares of the Company held by the public shareholders of

the Company, in terms of the applicable provisions of the Securities and Exchange Board of India (Delisting of Equity Shares) Regulations. 2009, as amended (the SEBI Delisting Regulations) and consequently, voluntarily delist the equity shares of the Company from the Stock Exchanges, in accordance with the SEBI Delisting Regulations.

Subsequently, the board of directors and shareholders of the Company have approved the Delisting proposal on 22nd June, 2020 and 23rd July, 2020, respectively. For voluntary delisting of Company''s equity shares, the Company is in process of taking necessary actions in terms of and in compliance with the applicable SEBI Regulations and other applicable laws. Towards this, the Company has already 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-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.

Your Directors also feel a deep sense of gratitude for everyone who has, during this terrible

pandemic time, sacrificed for the common good over the last several months, especially who have followed Covid-19 protocols and maintained social distancing to provide essential services to various communities so as to keep everything going.

For and on behalf of the Board of Directors

Gautam S. Adani

Place: Ahmedabad Chairman

Date: 6th May, 2021 (DIN: 00006273)

Director’s Report