There are no material changes and commitments affecting the financial position of the
Company, which have occurred between the end of the financial year and the date of this
report.
Further, there has been no change in nature of business of the Company.
PERFORMANCE HIGHLIGHTS
Consolidated:
The key aspects of your Company's consolidated performance during the FY 2021-22 are as
follows:
a) Revenue
The consolidated total revenue of your Company for FY 2021-22 stood at H31,686.47 crore
as against Rs.28,149.68 crore for FY 2020-21 showing an increase of 12.56%. The
consolidated revenue for FY 2021-22 incorporated higher recognition of prior period
revenue from operations and prior period other income, primarily on account of regulatory
orders for compensation to Adani Power Rajasthan Limited for shortfall in availability of
domestic linkage coal.
Your Company has sold 52.1 Billion units of electricity during FY 2021-22 as against
59.3 Billion units in FY 2020-21 from all the plants with Plant Load Factor (PLF)
decreasing from 58.9% in the previous year to 51.5% in FY 2021-22.
b) Operating and Administrative Expenses
Consolidated Operating and Administrative Expenses during FY 2021-22 were Rs.17,897.02
crore, which have increased by 1.96% from Rs.17,552.96 crore in FY 2020-21. The increase
is mainly due to higher expenses in nature of purchase of trading goods, employee benefits
expense, repairs and maintenance expense etc.
The percentage of Operating and Administrative Expenses to Total Revenue has decreased
to 56.48% in FY 2021-22 from 62.36% in FY 2020-21.
c) Depreciation and Amortization Expenses
Consolidated Depreciation and Amortization Expenses during FY 2021-22 were H3,117.54
crore, which have decreased by 2.63% from H3,201.65 crore in FY 2020-21.
d) Finance Costs
Consolidated Finance Costs during FY 2021-22 were Rs.4,094.78 crore, which have
decreased by 19.81% from Rs.5,106.33 crore in FY 2020-21, mainly due to interest rate
reduction and repayments.
e) Total Comprehensive Income/ Loss for the year
Consolidated Total Comprehensive Income for the FY 2021-22 was Rs.4,955.21 crore as
compared to Total Comprehensive Income of Rs.1,239.58 crore in FY 2020-21.
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.
TRANSFER TO RESERVES
There is no amount proposed to be transferred to the Reserves.
SCHEME OF AMALGAMATION
During the year under review, a scheme of amalgamation of the Company's six wholly
owned subsidiaries, namely, (i) Adani Power Maharashtra Limited; (ii) Adani Power
Rajasthan Limited; (iii) Udupi Power Corporation Limited; (iv) Raipur Energen Limited; (v)
Raigarh Energy Generation Limited; and (vi) Adani Power (Mundra) Limited with Adani Power
Limited was approved by the respective Board of Directors involved under the said scheme.
The scheme thereafter has been filed with BSE Limited and National Stock Exchange of India
Limited for disclosure purpose and both the stock exchanges have disseminated the same on
their respective websites. Recently, a joint company application along with the scheme and
requisite annexures has been filed with the Hon'ble National Company Law Tribunal, Bench
at Ahmedabad.
The proposed amalgamation envisaged under this scheme is intended to achieve size,
scalability, integration, greater financial strength and flexibility thereby building a
more resilient and robust organization that can address dynamic business situations and
volatility in various economic factors in a focused manner, in order to achieve improved
longterm financial returns.
KEY DEVELOPMENTS
ADANI POWER (MUNDRA) LIMITED:
Adani Power (Mundra) Limited ('APMuL'), a wholly owned subsidiary of the Company, and
Gujarat Urja Vikas Nigam Ltd. ("GUVNL'), have agreed to:
(a) resolve all disputes pertaining to Power Purchase Agreements ("PPAs")
dated 2nd February 2007 ("Bid-2 PPA") and 6th February
2007 ("Bid-1 PPA"), and Supplementary PPAs ("SPPAs") dated 5th
December 2018 connected to both these PPAs, in a comprehensive and amicable manner and
withdraw all related pending cases/ petitions, claims filed by either side against each
other; and
(b) revive the canceled Bid-2 PPA and its connected SPPA, which stood terminated by
virtue of decision of the Hon'ble Supreme Court dated 2nd July 2019 and in
turn, APMuL and GUVNL to not claim any compensation in terms of the said judgment in
relation to termination of Bid-2 PPA; In pursuance of the above, APMuL and GUVNL had
jointly approached the Hon'ble Supreme Court to place on record the Settlement Deed signed
between them and for disposal of GUVNLs curative petition pertaining to the Hon'ble
Court's judgment dated 2nd July 2019, in terms of the Settlement Deed.
The Hon'ble Supreme Court has disposed of the curative petition filed by GUVNL by its
order dated 8th February 2022.
Subsequently, APMuL has entered into SPPA with GUVNL dated 30th March 2022
for Bid 1 and Bid 2 PPA which is pending with CERC for approval.
ADANI POWER MAHARASHTRA LIMITED ("APML'):
NCDP and SHAKTI cases corresponding to PPAs of 2500 MW capacity:
Maharashtra State Electricity Distribution Company Ltd. ("MSEDCL') has filed a
petition with Hon'ble Supreme Court against the orders of APTEL wherein APTEL allowed the
compensation for the entire quantum of coal shortfall and that the Station Heat Rate (SHR)
and Gross Calorific Value (GCV) of coal shall be considered at actual values which is
currently pending adjudication. the Hon'ble Supreme Court vide its interim order dated 31st
January 2022, allowed payment of 50% of the outstanding claim amount to be released to
APML while pendency of the main petition.
Lohara Case:
MSEDCL has filed an appeal in Hon'ble Supreme Court against APTEL order wherein APTEL
allowed the deallocation of the Lohara Coal Blocks by the Ministry of Coal allocated to
APML 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, which is
currently pending adjudication. The Hon'ble Supreme Court, vide its interim order dated 31st
January 2022, allowed payment of 50% of the outstanding claim amount to be released to
APML while pendency of the main petition.
ADANI POWER RAJASTHAN LIMITED:
Adani Power Rajasthan Limited ("APRL') has filed a contempt petition with the
Hon'ble Supreme Court against Rajasthan Discoms for non-compliance of its order dated 31st
August 2020. The Hon'ble Supreme Court vide its order dated 25th February 2022,
allowed the contempt petition filed by APRL for nonpayment of stipulated dues by Rajasthan
Discoms in compliance with the Hon'ble Supreme Court order dated 31st August
2020 and directed the discoms to make payment including interest within 4 weeks from the
date of order. Consequently, APRL has received Rs.5996.44 crore (including carrying cost
of Rs.1469.19 crore and late payment surcharge of Rs.1478.62 crore).
ADANI POWER (JHARKHAND) LIMITED:
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.
APJL has made substantial progress on the project during FY 2021-22 and achieved
several milestones.
Cumulative physical progress achieved in the Project till 31st March 2022 is
83.71%.
UDUPI POWER CORPORATION LIMITED:
Late Payment Surcharge: Supreme Court (SC) vide its Judgment dated 08th
February, 2022 in Civil Appeal No. 838, 842, 927-928, 1003-1004 of 2021 filed by PCKL
& HESCOM dismissed the Appeal considering that no substantial question of law or fact
is raised in the Civil Appeal which merit consideration. Further, SC vide its Judgment
dated 08th February, 2022 in Civil Appeal No. 32 of 2021 filed by BESCOM
disposed of the Appeal with the liberty to proceed against UPCL if permitted by law. The
contentions of the parties are left open in this regard. Application for payment direction
rejected in all the above said appeals.
RAIGARH ENERGY GENERATION LIMITED:
Relinquishment Charges: CERC vide order dated 11th November, 2021 in
Petition No. 92/MP/2020 filed by PGCIL has rejected the claim of transmission charges for
the period 01st October, 2017 till 24th June, 2019 i.e. the period
prior to NCLT Order, however has held that REGL will be liable to pay transmission charges
w.e.f. 25th June, 2019 till 08th July, 2019 i.e. post NCLT Order
till the date of relinquishment of LTA.
FIXED DEPOSITS
There were no outstanding deposits within the meaning of Section 73 and 74 of the Act
read with rules made thereunder at the end of the FY 2021-22 or the previous financial
years. Your Company did not accept any deposit during the year under review.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
The provisions of Section 186 of the Act, 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 Act. The
details of loans, guarantees and investments made during the year under review are
disclosed in the financial statements.
SUBSIDIARY COMPANIES AND ITS FINANCIAL PERFORMANCE
A list of bodies corporate which are subsidiaries of your Company is provided as part
of the notes to consolidated financial statements.
During the year under review, following subsidiaries have been formed/acquired:
1. Chandenvalle Infra Park Limited
2. Mahan Fuel Management Limited
3. Alcedo Infra Park Limited
4. Emberiza Infra Park Limited
5. Mahan Energen Limited (Formerly known as Essar Power M P Limited)
Pursuant to the provisions of Section 129, 134 and 136 of the Act read with rules made
thereunder and Regulation 33 of the SEBI Listing Regulations, the Company has prepared
consolidated financial statements of the Company and a separate statement containing the
salient features of financial statement of subsidiaries in Form AOC-1, which forms part of
this Annual Report.
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 for inspection by any
shareholders during working hours at the Company's registered office and that of the
respective subsidiary companies concerned. In accordance with Section 136 of the Act, the
audited financial statements, including consolidated financial statements and related
information of the Company and audited accounts of each of its subsidiaries, are available
on website of the Company (www. adanipower.com).
Pursuant to Section 134 of the Act read with rules made thereunder, the details of
developments of subsidiaries of the Company are covered in the Management Discussion and
Analysis Report, which forms part of this Annual Report.
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 29.6%. The Mundra Power Plant had
Rs.10,096 crore towards the total revenue and Rs.2,438 crore towards the EBIDTA. APMuL had
H336 crore Total 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 74.9%. The Tiroda Power Plant had
Rs.10,113 crore towards the total revenue and H3,252 crore towards the EBIDTA. APML had
Rs.1,023 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 72.2%. The Kawai Power Plant had Rs.8,696 crore
towards the total revenue and Rs.6,291 crore towards the EBIDTA. APRL had H3,975 crore
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 16.3%.The Udupi Power Plant had
Rs.1,948 crore towards the total revenue and Rs.927 crore towards the EBIDTA. UPCL had
Rs.206 crore 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 73.6%.The RELs Power Plant had H3,032 crore towards the
total revenue and Rs.1,173 crore towards the EBIDTA. REL had Rs.557 crore Total
Comprehensive Income 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 70.5%.The REGLs
Power Plant had Rs.1,410 crore towards the total revenue and Rs.428 crore towards the
EBIDTA. REGL had Rs.11 crore Total Comprehensive Income 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 ?3,827.66 crore.
Mahan Energen Limited [Formerly known as "Essar Power M P Limited"]:
During the year, pursuant to the resolution plan submitted by your Company in relation to
the corporate insolvency resolution process of Essar Power M P Limited ("EPMPL'), the
Hon'ble National Company Law Tribunal, Principal Bench, New Delhi, vide its order dated 1st
November 2021 under Section 31 of the Insolvency and Bankruptcy Code, 2016 approved the
resolution plan.
Thereafter, on 16th March 2022, after implementing all the matters stated in
approved resolution plan, the acquisition of EPMPL by APL was completed and the Company
took over the management of EPMPL. With effect from 25th March 2022, the name
of the Company has been changed to "Mahan Energen Limited" ("MEL'), MEL has
1,200 MW (2 x 600 MW) coal based thermal power plant located in Village Bandhaura,
Singrauli, Madhya Pradesh,
MANAGEMENT DISCUSSION AND ANALYSIS
The Management Discussion and Analysis Report for the year under review, as stipulated
under the SEBI Listing Regulations, is presented in a section forming part of this Annual
Report,
DIRECTORS AND KEY MANAGERIAL PERSONNEL
As of 31st March 2022, your Company's Board had six members comprising of
one Executive Director, two Non-Executive and Non-Independent Directors and three
Independent Directors, including one woman Independent Director. The details of Board and
Committee composition, tenure of Directors, areas of expertise and other details are
available in the Corporate Governance Report, which forms part of this Annual Report.
In accordance with the provisions of Section 152 of the Act, read with rules made
thereunder and Articles of Association of the Company, Mr, Gautam S, Adani (DIN: 00006273)
is liable to retire by rotation at the ensuing AGM and being eligible offers himself for
reappointment.
Pursuant to the provisions of Section 149 of the Act, Mr, Mukesh Shah (DIN: 00084402)
was appointed as Independent Director of the Company for a period of five years w.e.f 31st
March 2018, The Board, on the recommendation of Nomination and Remuneration Committee and
after considering the performance evaluation of his first term and considering the
business acumen, knowledge, experience, skills and contribution, have re-appointed him as
an Independent Director for a second term of one year w,e,f, 31st March 2023,
subject to approval of shareholders at the ensuing AGM, In the opinion of the Board, he
possesses requisite expertise, integrity and experience (including proficiency) for
appointment as an Independent Director of the Company, The terms and conditions of
appointment of Independent Directors are as per Schedule IV of the Companies Act, 2013 and
SEBI Listing Regulations, and available on Company's website (www,adanipower,com),
The Board recommends the re-appointment 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 the AGM,
Your Company has received declarations from all the Independent Directors of the
Company confirming that they meet with the criteria of independence as prescribed in
Section 149(6) of the Companies Act, 2013 and Regulation 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 an Independent Director,
During the year under review, Mr, Shersingh B, Khyalia was appointed as a Chief
Executive Officer of the Company w,e,f, 11th January 2022.
Pursuant to provisions of Section 203 of the Act, Mr, Anil Sardana, Managing Director,
Mr, Shersingh B, Khyalia, Chief Executive Officer, Mr. Shailesh Sawa, Chief Financial
Officer and Mr. Deepak S Pandya, Company Secretary are the Key Managerial Personnel of the
Company as on 31st March 2022,
COMMITTEES OF BOARD
During the year under review, with an objective of further strengthen the governance
standards so as to match with internationally accepted better practices, the Board had
reconstituted certain existing Committees to bring more independence; constituted certain
new Committees & Sub-committees; and amended / adopted the terms of reference of the
said Committees, Most of the Committees consist of majority of Independent Directors,
Details of various Committees constituted by the Board, including the Committees
mandated pursuant to the applicable provisions of the Act and SEBI Listing Regulations,
are given in the Corporate Governance Report, which forms part of this Annual Report.
NUMBER OF MEETINGS OF THE BOARD:
The Board met 6 (Six) 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.
INDEPENDENT DIRECTORS' MEETING
The Independent Directors met on 22nd March 2022, 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, considering 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.
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.
POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION
The Company's Policy on Directors' appointment and remuneration and other matters
(Remuneration Policy) provided in Section 178(3) of the Act is available on the website of
the Company at https://www. adanipower.com/investors/corporate-governance.
We affirm that the remuneration paid to the Directors is as per the terms laid out in
the said Remuneration Policy.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Act, the Board, to the best of their knowledge and
based on the information and explanations received from the Company, confirm that:
a. in the preparation of the annual financial statements, the applicable accounting
standards have been followed and there are no material departures;
b. they have selected such accounting policies and a pplied them consistently and ju dg
ements and estimates that are reasonable and prudent so as to give a true and fair view of
the state of affairs of the Company at the end of the financial year and of the profit of
the Company for that period;
c. they have taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the Act for safeguarding the
assets of the Company and for preventing and detecting fraud and other irregularities;
d. they have prepared the annual financial statements on a going concern basis;
e. they have laid down internal financial controls to be followed by the Company and
such internal financial control are adequate and operating effectively;
f. they have devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems are adequate and operating effectively.
INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY
The details in respect of internal financial control and their adequacy are included in
Management Discussion and Analysis Report, which forms part of this Annual Report.
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 (RMC) to frame,
implement and monitor the risk management plan for the Company. The RMC 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 on risk tolerance and appetite.
• Prioritise 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
Chief Risk Officer (the CRO) every month. Share Risk Review document with the 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.
To further strengthen the risk management processes, the Board of the Company has,
during the year, constituted sub-committees of Risk Management Committee comprising
majority of Independent Directors, namely, (i) Mergers & Acquisitions Committee; (ii)
Legal, Regulatory & Tax Committee; (iii) Reputation Risk Committee; and (iv) Commodity
Price Risk Committee.
BOARD POLICIES
The details of the policies approved and adopted by the Board as required under the Act
and SEBI Listing Regulations are provided in Annexure-A to this report.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
The Company has changed the nomenclature of "Sustainability and Corporate Social
Responsibility Committee" to "Corporate Social Responsibility Committee"
and has approved the revised terms of reference. The brief details of CSR are provided in
the Corporate Governance Report, which forms part of this Annual Report. The CSR Policy is
available on the website of the Company at https://www.adanipower.
com/investors/corporate-governance. The Annual Report on CSR activities is annexed and
forms part of this Annual Report.
Further, the Chairman of the CSR Committee has certified that CSR spends of the Company
for the FY 2021-22 have been utilized for the purpose and in the manner approved by the
Board.
CORPORATE GOVERNANCE
The Company is committed to good corporate governance practices. The Corporate
Governance Report as stipulated by SEBI Listing Regulations, forms part of this Annual
Report along with the required certificate from a Practicing Company Secretary regarding
compliance of the conditions of Corporate Governance as stipulated.
In compliance with Corporate Governance requirements as per the SEBI Listing
Regulations, your Company has formulated and implemented a Code of Conduct for all Board
members and senior management personnel of the Company (Code of Conduct), who have
affirmed the compliance thereto. The Code of Conduct is available on the website of the
Company at https:// www.adanipower.com/investors/ corporate-governance.
BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT
In our constant endeavor to improve governance, your Company has, on a voluntary basis,
transitioned from Business Responsibility Report to Business Responsibility &
Sustainability Report for the year ended 31st March 2022, which forms part of
this Annual Report.
ANNUAL RETURN
Pursuant to Section 134(3)(a) of the Act, the draft annual return as on 31st
March 2022, prepared in accordance with Section 92(3) of the Act, is made available on the
website of the Company and can be assessed using the link https://www.adanipower.
com/-/media/Project/Power/Investors/Investors- Downloads/Annual-Return/FY22.pdf.
TRANSACTIONS WITH RELATED PARTIES
All transactions with related parties are placed before the Audit Committee for its
approval. An omnibus approval from Audit Committee is obtained for the related party
transactions which are repetitive in nature.
All transactions with related parties entered into during the financial year were at
arm's length basis and in the ordinary course of business and in accordance with the
provisions of the Act and the rules made thereunder, the SEBI Listing Regulations and the
Company's Policy on Related Party Transactions.
Your Company has not entered into any transactions with related parties which could be
considered material in terms of Section 188 of the Act and SEBI Listing Regulations.
Accordingly, the disclosure of related party transactions as required under Section
134(3)(h) of the Act, in Form AOC 2, is not applicable.
The Policy on Related Party Transactions is available on the Company's website and can
be assessed using the link https://www.adanipower.com/investors/ corporate-governance.
GENERAL DISCLOSURE
Neither the Chairman nor the MD of the Company received any remuneration or commission
from any of the subsidiary of your Company.
Your Directors state that no disclosure or reporting is required in respect of the
following items as there were no transactions/events of these nature during the year under
review:
1. Issue of equity shares with differential rights as to dividend, voting or otherwise.
2. Issue of Shares (Including Sweat Equity Shares) to employees of the Company under
any scheme.
3. Significant or material orders passed by the Regulators or Courts or Tribunals which
impact the going concern status and the Company's operation in future.
4. Voting rights which are not directly exercised by the employees in respect of shares
for the subscription/ purchase of which loan was given by the Company (as there is no
scheme pursuant to which such persons can beneficially hold shares as envisaged under
section 67(3)(c) of the Companies Act, 2013).
5. Change in the nature of business of your Company.
6. Application made or any proceeding is pending under the Insolvency and Bankruptcy
Code, 2016.
7. One time settlement of loan obtained from the Banks or Financial Institutions.
INSURANCE
Your Company has taken appropriate insurance for all assets against foreseeable perils.
STATUTORY AUDITORS & AUDITORS' REPORT
As per Section 139 of the Act, read with rules made thereunder, as amended, the first
term of M/s. S R B C & CO LLP, Chartered Accountants (ICAI Firm Registration Number:
324982E/E300003), as the Statutory Auditors of the Company, expires at the conclusion of
the ensuing AGM and they are eligible for re-appointment for a second term of 5 (five)
years. Your Company has received a letter from M/s. S R B C & CO LLP, Chartered
Accountants, to the effect that their re-appointment, if made, would be within the
prescribed limits under Section 141 of the Act read with rules made thereunder and that
they are not disqualified for such re-appointment.
Your Directors recommend the re-appointment of M/s. S R B C & CO LLP, Chartered
Accountants, as Statutory Auditors of the Company to hold office from the conclusion of
this (26th) AGM till the conclusion of 31st AGM of the Company to be
held in the calendar year 2027.
The Notes to the financial statements referred in the Auditors' Report are
self-explanatory. The Auditors' Report is enclosed with the financial statements forming
part of this Annual Report,
Explanation to Auditors' Comment:
The Auditors' Qualification has been appropriately dealt with in Note No, 38 of the
Notes to the standalone audited financial statements.
SECRETARIAL AUDIT REPORT
Pursuant to the provisions of Section 204 of the Act, and the rules made thereunder,
the Company has appointed M/s, Chirag Shah & Associates, Company Secretaries to
undertake the Secretarial Audit of the Company, Secretarial Audit Reports for FY 2021-22
of the Company and its material subsidiaries are annexed, which forms part of this report
as Annexure-B, There are no qualifications, reservation or adverse remarks given by
Secretarial Auditors of the Company,
As per the requirements of the SEBI Listing Regulations, Practicing Company Secretaries
of the respective material subsidiaries of the Company have undertaken secretarial audits
of these subsidiaries for FY 2021-22. The Secretarial Audit Report confirms that the
material subsidiaries have complied with the provisions of the Act, Rules, Regulations and
Guidelines and that there were no deviations or non compliances and forms part of this
Annual Report,
COST AUDITORS
Your Company has appointed M/s Kiran J, Mehta & Co,, Cost Accountants (Firm Reg,
No, 000025) to conduct audit of cost records of the Company for the year ended 31st
March 2023, The Cost Audit Report for the year 2020-21 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 Rules framed thereunder,
SECRETARIAL STANDARDS
During the year under review, the Company has complied with all the applicable
provisions of Secretarial Standard-1 and Secretarial Standard-2 issued by the Institute of
Company Secretaries of India,
REPORTING OF FRAUDS BY AUDITORS
During the year under review, the Statutory Auditors, Cost Auditors and Secretarial
Auditor have not reported any instances of fraud committed against the Company by its
officers or employees to the Audit Committee or the Board under section 143(12) of the
Act,
AWARDS, CERTIFICATIONS AND ACCREDITATIONS:
Your Directors are pleased to inform that during the FY 2021-22, 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:
Adani Power (Mundra) Limited, Mundra