Dear Shareholders,
Your Directors are pleased to present the 28th Annual Report along with the Audited Financial Statements of your Company for the financial year ended March 31, 2024 ("FY 2023-24/ FY24").
Financial Performance
The Audited Financial Statements of your Company as on March 31, 2024, are prepared in accordance with the relevant applicable Indian Accounting Standards ("Ind AS") and the provisions of the Companies Act, 2013 ("Act").
The summarized financial highlight is depicted below:
(' in crore)
Particulars
Consolidated
Standalone
Revenue from operations
Other Income (excluding foreign exchange gain)
Foreign Exchange Gain (net)
Total Income
Expenditure other than Depreciation, Finance cost and Foreign Exchange Loss (net)
Depreciation and Amortisation Expenses
Foreign Exchange Loss (net)
Finance Cost
- Interest and Bank Charges
- Derivative (Gain)/Loss (net)
Total Expenditure
Profit before tax
Tax Expense / (Credit)
Net Profit for the year
Other Comprehensive (loss) / income (net of tax)
Total Comprehensive Income for the year (net of tax)
Attributable to:
Equity holders of the parent
Non-controlling interests
(Figures belowRS50,000 are denominated with *)
1. There are no material changes and commitments affecting the financial position of your Company which have occurred between the end of the financial year and the date of this report.
2. There has been no change in nature of business of your Company.
Performance Highlights Consolidated:
The key aspects of your Company's consolidated
Performance during the FY 2023-24 are as follows:
a) Revenue
Your Company sold 79.3 billion units of electricity during FY 2023-24 as against 53.4 billion units in FY 2022-23 from all the plants with Plant Load Factor (PLF) increasing from 47.9 % in the previous year to 64.7 % in FY 2023-24. Capacity under operation increased from 13,650 MW in FY 2022-23 to 15,250 MW in FY 2023-24 following the commissioning of 1,600 MW Ultra Super Critical Technology thermal power Plant by Company's wholly owned subsidiary Adani Power (Jharkhand) Limited ["APJL'] in the State of Jharkhand.
The consolidated total revenue of your Company for FY 2023-24 stood atRS60,281.48 crore as againstRS43,040.52 crore for FY 2022-23 showing an increase of 40.06%. The consolidated revenue for FY 2023-24 comprised revenue from operations ofRS50,351.25 crore and other income ofRS9,930.23 crore as compared toRS38,773.30 crore andRS4,267.22 crore respectively for FY 2022-23. Revenue from operations for FY 2023-24 registered a growth of 29.86% over the previous year due to revenue from APJL during the year and also due to higher volume. Other income for FY 2023-24 registered a growth of 132.71% over the previous year due to higher recognition of prior period other income primarily on account of regulatory orders for carrying costs and recognition of late payment surcharges from customers.
b) Operating and Administrative Expenses
Consolidated Operating and Administrative
Expenses during FY 2023-24 wereRS32,170.55 crore, which have increased by 11.98% fromRS28,728.64 crore in FY 2022-23. The increase is mainly due to higher fuel cost owing to higher volume and also due to commissioning of thermal power plant in APJL. The percentage of Operating and Administrative Expenses to Total Revenue has decreased to 53.37% in FY 2023-24 from 66.75% in FY 2022-23.
c) Depreciation and Amortization Expenses
Consolidated Depreciation and Amortization
Expenses during FY 2023-24 wereRS3,931.33 crore, which have increased by 19.00% fromRS3,303.68 crore in FY 2022-23 primarily due to the commissioning of thermal power plant in APJL.
d) Finance Costs
Consolidated Finance Costs during FY 2023-24 wereRS3,388.09 crore, which have increased by 1.64% fromRS3,333.50 crore in FY 2022- 23, mainly due to control on finance cost through debt reduction and improved credit rating which is partially offset by interest expense at APJLs term loan post commissioning of its thermal power plant.
e) Tax
Consolidated Tax (Credit) ofRS(37.28) crore during FY 2023-24 as compared toRS(3,051.94) crore during FY 2022-23 was mainly due to one time reversal of deferred tax liability and current tax provision during FY 2022-23.
f) Total Comprehensive Income for the year Consolidated Total Comprehensive Income for FY 2023-24 was higher by 93.31% atRS20,801.30 crore as compared to Total Comprehensive Income ofRS10,760.38 crore in FY 2022-23.
The detailed operational performance of your Company has been comprehensively discussed in the Management Discussion and Analysis Section which forms part of this Annual Report.
Financial Performance of Key Subsidiaries Mahan Energen Limited [MEL]:
MELs Mahan Power Plant has a total installed capacity of 1,200 MW and another 1,600 MW is under construction phase. PLF for FY 2023-24 was 63.9% as compared to 35.9% for FY 2022-23. The Mahan Power Plant hadRS3,803.62 crore towards the total revenue for FY 2023-24 as compared toRS2,751.75 crore for FY 2022-23 and EBITDA for FY 2023-24 increased by 93.76% toRS1,493.27 crore as compared toRS770.70 crore for FY
2022- 23. Revenue from operations and EBITDA for FY
2023- 24 was higher over the previous year primarily due to higher volume. Total Comprehensive Income during FY 2023-24 increased toRS3,056.57 crore as compared toRS243.52 crore for FY 2022-23 mainly due to higher EBITDA and reversal of provision for impairment loss (net of tax).
Adani Power (Jharkhand) Limited [APJL]:
APJLs Godda Power Plant has a total installed Capacity of 1,600 MW coal powered thermal power plant based on ultra super critical technology in the State of Jharkhand which has been commissioned during FY 2023-24. The Godda Power Plant hadRS7,514.59 crore towards the total revenue for the year and EBITDA of
' 2,986.48 crore for the year. APJL hasRS880.64 crore total comprehensive income during the year.
Credit Rating
The Company's financial discipline and prudence is reflected in the strong credit ratings ascribed by rating agencies. The details of credit rating are disclosed in the Corporate Governance Report, which forms part of the Integrated Annual Report.
Dividend and Reserves Dividend
The Board of Directors of your Company ("Board"), 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.
During the year, the preference shareholders in your Company are holding 4,15,86,207 0.01% compulsorily redeemable preference shares ofRS100/- each fully paid-up. These preference shares bear dividend at the rate of 0.01% per annum for each financial year.
I n view of this, the agenda in respect of declaration of the dividend to the said preference shareholders has been moved in the Notice of the 28th Annual General Meeting of the Company.
Dividend Distribution Policy
The Company has formulated a dividend distribution policy in terms of the requirements of the provisions of Regulation 43A of the SEBI Listing Regulations, as amended. The Dividend Distribution Policy is available on your Company's website on https://www.adanipower. com/investors/corporate-governance.
Transfer to Reserves
There is no amount proposed to be transferred to the Reserves. The closing balance of the retained earnings of your Company for FY2023-24, after all appropriations and adjustments, wasRS19,680.90 crore.
Share Capital
During the year under review, there was no change in the authorized and paid-up share capital of the Company.
Strategic Acquisitions/Divestment Divestment:
Your Company had entered into a Share Purchase Agreement for sale of its 100% investment in Aviceda
Infra Park Limited on March 30, 2024 and Innovant Buildwell Private Limited on January 30, 2024, wholly owned subsidiaries of Adani Power Limited.
Acquisitions:
• Your Company envisages the strategic acquisitions as a part of its expansion strategy. During the year under review, the Committee of Creditors ("COC") of Lanco Amarkantak Power Limited ("LAPL"), a Company undergoing Corporate Insolvency Resolution Process ("CIRP") under the Insolvency and Bankruptcy Code 2016 ("IBC") had approved the Resolution Plan submitted by the Company and in this regard, APL has received a Letter of Intent ("LOI") from the Resolution Professional ("RP") in March 2024.
• Also, during the year under review, the Committee of Creditors ("COC") of Coastal Energen Private Limited ("CEPL"), a Company undergoing Corporate Insolvency Resolution Process ("CIRP") under the Insolvency and Bankruptcy Code 2016 ("IBC") pursuant to order dated February 4, 2022, passed by the Hon'ble National Company Law Tribunal, Chennai Bench ("NCLT"), has approved the Resolution Plan submitted by Consortium of which the Company is a part. In this regard, the consortium of APL has received a Letter of Intent ("LOI") from the Resolution Professional ("RP") in December 2023.
The implementation of the aforesaid two resolution plans are subject to the terms of the respective LOI and approvals from the NCLT and / or any other regulatory authority under applicable laws.
Public Deposits
There were no outstanding deposits within the meaning of Sections 73 and 74 of the Act read with rules made thereunder at the end of FY24 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 a loan, guarantee, investment or security are not applicable to your Company, as your Company is engaged in providing infrastructural facilities which is exempted under Section 186 of the Act. The particulars of loans, guarantee and investments made during the year under review, are given in the notes forming part of the financial statements.
Subsidiaries, Joint Ventures and Associate Companies
A list of subsidiaries/associates/joint ventures of your Company is provided as part of the notes to the consolidated financial statements.
During the year under review, the Company has formed one associate Company, namely:
Associate Company:
• Moxie Power Generation Limited
The Company has the following subsidiaries as on March 31, 2024:
Subsidiaries:
• Mahan Energen Limited
• Adani Power Resources Limited
• Adani Power (Jharkhand) Limited
• Adani Power Dahej Limited
• Pench Thermal Energy (MP) Limited (Formerly known as Adani Pench Power Limited)
• Alcedo Infra Park Limited
• Chandenvalle Infra Park Limited
• Emberiza Infra Park Limited
• Mahan Fuel Management Limited
• Resurgent Fuel Management Limited
• Kutchh Power Generation Limited
During the year under review, the following two Companies ceased to be Subsidiaries of the Company by entering into Share Purchase Agreement with AdaniConnex Private Limited:
• Innovant Buildwell Private Limited (formerly known as Eternus Real Estate Private Limited)
• Aviceda Infra Park 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, your Company has prepared consolidated financial statements and a separate statement containing the salient features of financial statement of subsidiaries, joint ventures and associates in Form AOC-1, which forms part of this Integrated 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 your 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 your Company and audited accounts of each of its subsidiaries, are available on website of your Company (www.adanipower.com).
Material Subsidiaries
As on March 31, 2024, the Company had 1 (One) unlisted material subsidiary. Your Company has formulated a policy for determining Material Subsidiaries. The policy is available on your Company's website and link for the same is given in Annexure-A of this report.
Pursuant to Section 134 of the Act read with rules made thereunder, the details of developments at the level of subsidiaries and joint ventures of your Company are covered in the Management Discussion and Analysis Report, which forms part of this Integrated Annual Report.
Key Developments Credit Rating Upgrade
CRISIL Ratings and India Ratings upgraded the credit rating assigned to the long-term bank facilities of APL from 'CRISIL A/Stable' to 'CRISIL AA-/Stable' and 'Ind A/ Positive' to 'Ind AA-/Stable' respectively.
Consolidation of term loan facilities
APL has consolidated standalone term loan facilities of erstwhile SPVs into a single rupee term loan facility ofRS19,700 crore with an average maturity of approximately 8 years and door-to-door maturity of 14 years.
Adani Power (Jharkhand) Limited (APJL)
APJL commissioned the first unit of 800 MW ultra super-critical power plant on April 06, 2023 and second unit of 800 MW on June 26, 2023.
Coastal Energen Private Limited (CEPL)
The Committee of Creditors of CEPL approved the Resolution Plan submitted by APL as part of a consortium. CEPL, which operates a 2x600 MW (1,200 MW) thermal power plant in Tamil Nadu, is undergoing the Corporate Insolvency Resolution Process under the Insolvency and Bankruptcy Code under aegis of the Hon'ble National Company Law Tribunal, Chennai Bench.
Lanco Amarkantak Power Limited (LAPL)
Resolution Professional of LAPL (600 MW operational, 1,320 MW under-construction) has issued Letter of Intent post approval of APLs Resolution Plan by CoC under Corporate Debt Resolution process.
Brownfield expansion
Adani Power has initiated development of a 2x800 MW (1600 MW) Ultra-Supercritical thermal power project as Phase-II expansion of its existing 600 MW capacity at Raigarh, Chhattisgarh.
Green Ammonia Co-firing
Adani Power has undertaken a ground-breaking green ammonia combustion pilot project at its Mundra plant as part of its multipronged decarbonization initiatives by partnering with IHI and Kowa-Japan. Kowa is active in energy saving and energy creating products, while IHI is a heavy industry company which has ammonia firing technology. Combustion tests at IHl's facility in Japan have begun with 20% ammonia blend, simulating Mundra Power Station equipment. The partners believe that the results will be encouraging enough to implement this solution at the Mundra Power Station once economic parity is achieved between both feedstocks. The Mundra plant is the first location outside of Japan to have been selected for this cutting-edge green initiative.
New Long-term Power Purchase Agreement (PPA)
Mahan Energen Limited, a subsidiary of Adani Power entered into a 20-year long-term PPA of 500 MW with Reliance Industries Limited (RIL), under the Captive User policy as defined under the Electricity Rules, 2005.
Directors and Key Managerial Personnel
Your Company's Board have total 6 (Six) members comprising of one Executive Director, two Non-Executive & Non-Independent Directors and Independent Directors including two Woman Directors. The details of Board and Committee composition, tenure of directors, and other details are available in the Corporate Governance Report, which forms part of this Integrated Annual Report.
In terms of the requirement of the Listing Regulations, the Board has identified core skills, expertise, and competencies of the Directors in the context of the Company's business for effective functioning. The key skills, expertise and core competencies of the Board of Directors are detailed in the Corporate Governance
Report, which forms part of this Integrated Annual Report.
Appointment/Cessation/Change in Designation of Directors
Since April 1, 2023, following changes have taken place in the Directorships:
Appointment:
• Mrs. Sangeeta Singh, IRS (DIN: 10593952) was appointed as an Additional Director (Non-Executive & Independent) of your Company w.e.f. May 01, 2024 by the Board.
Cessation:
• Mr. Mukesh Mahendrabhai Shah (DIN: 00084402, ceased to be an Independent Director of the Company with effect from the close of business hours on March 30, 2024.
The Board placed on record the deep appreciation for valuable services and guidance provided by Mr. Mukesh Mahendrabhai Shah, during his tenure of Directorship.
Re-appointment of Director(s)retiring by rotation
In accordance with the provisions of Section 152 of the Act, read with rules made thereunder and Articles of Association of your Company, Mr. Gautam S. Adani (DIN: 0 0 0 0 6273) is liable to retire by rotation at the ensuing AGM and being eligible, offers himself for re-appointment.
The Board recommends the re-appointment of Mr. Gautam S. Adani as Director for your approval. Brief details as required under Secretarial Standard-2 and Regulation 36 of SEBI Listing Regulations, are provided in the Notice of AGM.
Declaration from Independent Directors
Your Company has received declarations from all the Independent Directors of your Company confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Act and Regulation 16(1) (b) of the SEBI Listing Regulations and there has been no change in the circumstances which may affect their status as an Independent Director. The Independent Directors have also given declaration of compliance with Rules 6(1) and 6(2) of the Companies (Appointment and Qualification of Directors) Rules, 2014, with respect to their name appearing in the data bank of Independent Directors maintained by the Indian Institute of Corporate Affairs.
Key Managerial Personnel:
As on the date of this report, the following are Key Managerial Personnel ("KMPs") of the Company as per Sections 2(51) and 203 of the Act:
• Mr. Anil Sardana, Managing Director
• Mr. S. B. Khyalia, Chief Executive Officer
• Mr. Shailesh Sawa1, Chief Financial Officer
• Mr. Dilip Kumar Jha2, Chief Financial Officer
• Mr. Deepak S Pandya, Company Secretary 1ceased w.e.f. March 31, 2024
2
Committees of Board
As required under the Act and the SEBI Listing Regulations, the Company has constituted various Statutory Committees. Additionally, the Board has formed other governance committees and sub-committees to review specific business operations and governance matters including any specific items that the Board may decide to delegate. As on March 31, 2024, the Board has constituted the following committees / sub-committees.
Statutory Committees:
• Audit Committee
• Nomination and Remuneration Committee
• Stakeholders Relationship Committee
• Risk Management Committee
• Corporate Social Responsibility Committee
Governance Committees:
• Corporate Responsibility Committee
• Information Technology & Data Security Committee
• Legal, Regulatory & Tax Committee
• Reputation Risk Committee
• Mergers and Acquisition Committee
• Commodity Price Risk Committee
Details of all the committees such as terms of reference, composition, and meetings held during the year under review are disclosed in the Corporate Governance Report, which forms part of this Integrated Annual Report.
Number of meetings of the Board
The Board met 5 (Five) times during the year under review. The intervening gap between the meetings did not exceed 120 days, as prescribed under the Act and SEBI Listing Regulations. The details of board meetings
and the attendance of the Directors are provided in the Corporate Governance Report, which forms part of this Integrated Annual Report.
Independent Directors' Meeting
The Independent Directors met on March 22, 2024, without the attendance of Non-Independent Directors and members of the management. The Independent Directors reviewed the performance of Non-Independent Directors, the Committees and the Board as a whole along with the performance of the Chairman of your 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 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, the Committees 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.
The results of the evaluation showed a high level of commitment and engagement of Board, its various committees and senior leadership. The recommendations arising from the evaluation process were discussed at the Independent Directors' meeting held on March 22, 2024 and also at the meetings of Nomination and Remuneration Committee and Board of Directors of the Company, both held on March 22, 2024 and May 1, 2024. The suggestions were considered by the Board to optimize the effectiveness and functioning of the Board and its Committees.
Board Familiarization and Training Programme
The Board is regularly updated on changes in statutory provisions, as applicable to the Company. The Board is also updated on the operations, key trends and risk universe applicable to the Company's business. These updates help the Directors in keeping abreast of key changes and their impact on the Company. An annual strategy
retreat is conducted by the Company where the Board provides its inputs on the business strategy and longterm sustainable growth for the Company. Additionally, the Directors also participate in various programmes / meetings where subject matter experts apprise the Directors on key global trends. The details of such programmes are provided in the Corporate Governance Report, which forms part of this Integrated Annual Report.
Policy on Directors' appointment and remuneration
Pursuant to Section 178(3) of the Act, the Company has framed a policy on Directors' appointment and remuneration and other matters ("Remuneration Policy") which is available on the website of your Company at https://www.adanipower.com/investors/ corporate-governance.
The Remuneration Policy for selection of Directors and determining Directors' independence sets out the guiding principles for the NRC for identifying the persons who are qualified to become the Directors. Your Company's Remuneration Policy is directed towards rewarding performance based on review of achievements. The Remuneration Policy is in consonance with existing industry practice.
We affirm that during the financial year 2023-24, the Company has not paid remuneration to any of its Directors.
Board Diversity
Your Company recognizes and embraces the importance of a diverse board in its success. The Board has adopted the Board Diversity Policy which sets out the approach to the diversity of the Board of Directors. The said Policy is available on your Company's website and link for the same is given in Annexure-A of this report.
Succession Plan
Your Company has an effective mechanism for succession planning which focuses on orderly succession of Directors, Key Management Personnel and Senior Management. The Nomination and Remuneration Committee implements this mechanism in concurrence with the Board.
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 management of your 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 applied them consistently and judgements 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. proper and sufficient care has been taken 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. the annual financial statements have been prepared on a going concern basis;
e. they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating effectively;
f. proper systems have been devised 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 controls and their adequacy are included in the Management Discussion and Analysis Report, which forms part of this Integrated Annual Report.
Risk Management
Your Company has a structured Risk Management Framework, designed to identify, assess and mitigate risks appropriately. The Board 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 major risks identified by the businesses are systematically addressed through mitigation actions on a continual basis. Further details on the Risk Management activities, including the implementation of risk management policy, key risks identified and their mitigations are covered in Management Discussion and Analysis section, which forms part of this Integrated Annual Report.
Board policies
The details of various 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 details of the CSR Committee are provided in the Corporate Governance Report, which forms part of this Integrated Annual Report. The CSR policy is available on the website of your Company at https://www.adanipower. com/investors/corporate-governance. The Annual Report on CSR activities is annexed as Annexure - E.
Your Directors wish to state that the CSR Committee and the Board of your Company had approved a total budget ofRS57.67 crore towards its various CSR projects vis-avis the statutory CSR spent under the Act. The Company could spend an amount ofRS39.06 crore during the financial year 2023-24. The balance unspent amount ofRS14.98 crore (after adjustment of surplus ofRS3.63 crore pertaining to previous financial year) towards ongoing CSR projects has been transferred to the unspent CSR bank account on April 29, 2024.
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 Integrated Annual Report.
Corporate Governance Report
Your Company is committed to maintain highest standards of corporate governance practices. The Corporate Governance Report, as stipulated by SEBI Listing Regulations, forms part of this Integrated 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 your Company ("Code of Conduct"), who have affirmed the compliance thereto. The Code of Conduct is available on the website of your Company at https:// www.adanipower.com/-/media/Project/Power/Investors/ Corporate-Governance/Policies/02CodeofConduct.pdf
Business Responsibility & Sustainability Report (BRSR)
In accordance with the SEBI Listing Regulations, the BRSR for the FY 24, describing the initiatives taken by your Company from an environment, social and governance (ESG) perspective, forms part of this Integrated Annual Report. In addition to BRSR, the Integrated Annual Report of your Company provides an insight on various ESG initiatives adopted by your Company.
Annual Return
Pursuant to Section 134(3)(a) of the Act, the draft annual return as on March 31, 2024 prepared in accordance with Section 92(3) of the Act is made available on the website of your Company and can be accessed using the https://www.adanipower.com/investors/ investor-downloads
Investor Education and Protection Fund (IEPF)
Your Company has not paid dividend in past. Hence, there is no requirement of transfer of unpaid dividend as per the requirements of the IEPF Rules.
In terms of the Section 125 and 124 of the Act read with Investor Education and Protection Fund Authority (Accounting, Auditing, Transfer and Refund) Rules, 2016 (IEPF Rules), the unclaimed fractional entitlements amount that remains unclaimed for a period of seven years or more is required to be transferred to the IEPF administered by the Central Government, along with the corresponding shares to the demat account of IEPF Authority.
During the year under review and after completion of seven years, the amount of unpaid or unclaimed fractional entitlements belonging to total 3,100 shareholders, amounting toRS54,225, in aggregate, lying unpaid or unclaimed till September 2023, were transferred to "Investor Education and Protection Fund" ("IEPF"), as established under the applicable provisions of the Act and your Company has also sent a statement containing the details of unpaid or unclaimed fractional entitlements in the prescribed form IEPF-1, in terms of the applicable rules framed under the Act, to the authority which administers the said fund and that authority has issued a receipt to your Company as an evidence of such transfer to IEPF.
Further, in accordance with the IEPF Rules, your Board has appointed Mr. Deepak S Pandya as Nodal Officer of your Company for the purposes of verification of claims of shareholders pertaining to shares transferred to IEPF and / or refund of dividend from IEPF Authority and for coordination with IEPF Authority. The details of the Nodal Officer are available on the website of your Company.
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 year under review 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 your Company's Policy on Related Party Transactions.
The Audit Committee comprises solely of the Independent Directors of your Company. The members of the Audit Committee abstained from discussing and voting in the transaction(s) in which they were interested.
During FY24, your Company has not entered into any transactions with related parties which could be considered material in terms of Section 188 of the Act. Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Act, in Form AOC 2, is not applicable.
During the year, the materially significant related party transactions pursuant to the provisions of SEBI Listing Regulations had been duly approved by the shareholders of your Company in the Annual General Meeting held on July 19, 2023
Your Company did not enter into any related party transactions during the year under review, which could be prejudicial to the interest of minority shareholders.
The Policy on Related Party Transactions is available on your Company's website and can be accessed using the link https://www.adanipower.com/investors/ corporate-governance
Pursuant to the provisions of Regulation 23 of the SEBI Listing Regulations, your Company has filed half yearly reports to the stock exchanges, for the related party transactions.
Insurance
Your Company has taken appropriate insurance for all assets against foreseeable perils.
Statutory Auditors & Auditors' Report
M/s. SRBC & Co. LLP, Chartered Accountants (ICAI Firm Registration Number: 324982E/E300003) were appointed as the Statutory Auditors of your Company at the 26th AGM held on July 27, 2022, for the second term of five years till the conclusion of 31st Annual General Meeting (AGM) of your Company to be held in the year 2027. In accordance with the provisions of the Act, the appointment of Statutory Auditors is not required to be ratified at every AGM.
The Notes to the financial statements referred in the Auditors' Report are self-explanatory.
Secretarial Audit Report
Pursuant to the provisions of Section 204 of the Act, read with the rules made thereunder, the Board re-appointed Mr. Chirag Shah & Associates, Practicing Company Secretary, to undertake the Secretarial Audit of your Company for FY24. The Secretarial Audit Report for the year under review is provided as Annexure-B of this report.
Explanation to Statutory and Secretarial Auditors' Comment:
The Statutory Auditors' qualification has been appropriately dealt with in Note No. 67 and 73 of the Notes to the Standalone Audited Financial Statements and Consolidated Audited Financial Statements, respectively.
The observation of Secretarial Auditor is self-explanatory in nature and does not require any comments from the Board, as the Company has already complied with the regulation 17(1) of the SEBI Listing Regulations, 2015 effective from May 1, 2024.
Secretarial Audit of Material Unlisted Indian Subsidiary
As per the requirements of SEBI Listing Regulations, the Practicing Company Secretaries appointed by respective material subsidiaries of your Company undertook secretarial audit of these subsidiaries for FY24. Each secretarial audit report confirms that the relevant material subsidiary has complied with the provisions of the Act, rules, regulations and guidelines and that there were no deviations or non- compliances. The secretarial audit reports of each material subsidiary forms part of this Integrated 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 your Company for the year ended March 31, 2025. The Cost Audit Report for the year 2022-23 was filed before the due date with the Ministry of Corporate Affairs. Your Company has maintained the cost accounts and records in accordance with Section 148 of the Act and Rules framed thereunder Secretarial Standards.
Secretarial Standards
During the year under review, your 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 and Secretarial Auditor of your Company have not reported any instances of fraud committed in your Company by Company's officers or employees, to the Audit Committee, as required under Section 143(12) of the Act.
Particulars of Employees
Your Company had 3,315 (consolidated basis) employees as of March 31, 2024.
The information required under Section 197 of the Act, read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, relating to percentage increase in remuneration, ratio of remuneration of each Director and Key Managerial Personnel (KMP) to the median of employees' remuneration are provided in Annexure-C of this report.
The statement containing particulars of employees, as required under Section 197 of the Act, read with rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate annexure forming part of this report. However, in terms of Section 136 of the Act, the Integrated Annual Report is being sent to the shareholders and others entitled thereto, excluding the said annexure, which is available for inspection by the shareholders at the Registered Office of your Company during business hours on working days of your Company. If any shareholder is interested in obtaining a copy thereof, such shareholder may write to the Company Secretary in this regard.
Awards, Certifications and Accreditations
• Tiroda plant received multiple awards from CEE for: Sustainable performance in private sector; Operational excellence for the best energy efficient unit in the private sector >500MW category; and National energy efficient team of the year
• Four of APLs power stations (Kawai, Udupi, Mundra and Raipur) have won 'Performance Excellence' Awards in the RBNQA award program, which evaluates companies for their excellence journey
• Tiroda plant was selected for the 1st FICCI Award under the category of 'Efficient Maintenance Systems for Sustainable Industrial Growth' by FICCI
• Kawai plant was honoured by the Government of Rajasthan for Best CSR activities in Baran District
• Mundra plant received the 2nd CEE National Environment Excellence Award
• A team from the Tiroda plant was awarded with Par-excellence Category in 9th National Conclave on
5S in June 2023. Four teams from the Tiroda plant achieved an award in the 'Excellent' category
• Udupi plant received the Best Performer Award from the Minister of State for Ports, Shipping, Waterways, and Tourism for achieving the Best "Rake turnaround Time" at New Mangalore Port Authority (NMPA)
• Udupi plant received felicitation from Konkan Railways Corporation Ltd for its contribution to the increase in freight growth in FY 2022-23
• Two teams from the Raipur plant were awarded with Par-excellence Category Awards at the 9th NCQC 2023 by the Ahmedabad Chapter in collaboration with QCFI, Hyderabad
• APL-Kawai has received 1st Position under Large Scale Factory category in Rajasthan under "Factory Safety Award Scheme 2024"
Safety
• Adani Power Limited - Tiroda received Silver Trophy (Shreshtha Puraskar) in manufacturing sector, Group C in Hands of Special Chief secretary labour and director of industries Telangana from National Safety Council
• Adani Power Limited - Kawai received first prize in safety from Factories and Boilers Inspection department Rajasthan
• Adani Power Limited - Kawai received appreciation certificate from FICCI for excellence in the Safety System on November 02, 2023 at New Delhi
• Adani Power Limited - Tiroda & Raipur received 5 Star Rating for Occupational Health & Safety Audit from British Safety Council -UK during FY 2023-24
Creditable Achievements
• APL attains Emerging Industry Leader band based on CII Business Excellence Assessment under the Business Excellence Framework
• Adani Power successfully commissioned the Godda (2 X 800 MW) Ultra Super-Critical Thermal Power Plant (USCTPP). The groundbreaking project will supply 100% of its electricity output to Bangladesh
• APL Tiroda recognized with 2nd Level Award "SHRESHTH SURKSHA PURASKAR" and silver trophy in National Safety Award 2023 in Group C of Power Generation category by National Safety council
• APL Raigarh has achieved highest ever national recognition as 'Best 5S Organization in India' from 'QCFI (Quality Circle Forum of India)
• Udupi plant was awarded with SA 8000:2014 (Social Accountability) by M/s. Bureau Veritas, the first to receive it among the entire Adani portfolio of companies.
• Tiroda plant secured a patent for the "Real Time Critical Bypass Alarm Alert System" from the Patent Office on November 29, 2023.
• As a part of Multipronged decarbonization initiatives, APL has achieved a key technological milestone in simulating Mundra Plant boilers for combustion of green ammonia at IHI's Japan plant. As part of the project, the Mundra Plant, which is India's largest private sector power plant, will co-fire up to 20% green ammonia in the boiler of a conventional coal fired 330MW Unit.
Prevention of Sexual Harassment at Workplace
As per the requirement of The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 and rules made thereunder, your Company has laid down a Prevention of Sexual Harassment (POSH) Policy and has constituted Internal Complaints Committees (ICs), at all relevant locations across India to consider and resolve the complaints related to sexual harassment. The ICs includes external members with relevant experience. The ICs, presided by senior women, conduct the investigations and make decisions at the respective locations. Company has zero tolerance on sexual harassment at the workplace. The ICs also work extensively on creating awareness on relevance of sexual harassment issues, including while working remotely. The employees are required to undergo a mandatory training/ certification on POSH to sensitize themselves and strengthen their awareness.
During the year under review, your Company has received one complaint pertaining to sexual harassment and the same was resolved.
All new employees go through a detailed personal orientation on anti-sexual harassment policy adopted by your Company.
Vigil Mechanism
Your Company has adopted a whistle blower policy and has established the necessary vigil mechanism for directors and employees in confirmation with Section 177 of the Act and Regulation 22 of SEBI Listing Regulations, to facilitate reporting of the genuine concerns about unethical or improper activity, without fear of retaliation.
The vigil mechanism of your Company provides for adequate safeguards against victimization of whistle blowers who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee in exceptional cases.
No person has been denied access to the Chairman of the Audit Committee. The said policy is uploaded on the website of your Company at https://www.adanipower.com/-/media/Project/Power/ Investors/CorporateGovernance/Policies/APL_Whistle_ Blower_Policy_06_02_2019.pdf
During the year under review, your Company had received & resolved 3 (three) whistle blower complaints.
Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo
The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Act read with rule 8 of the Companies (Accounts) Rules, 2014, as amended is provided as Annexure-D of this report.
Cyber Security
In view of increased cyberattack scenarios, the cyber security maturity is reviewed periodically and the processes, technology controls are being enhanced in-line with the threat scenarios. Your Company's technology environment is enabled with real time security monitoring with requisite controls at various layers starting from end user machines to network, application and the data.
During the year under review, your Company did not face any incidents or breaches or loss of data breach in cyber security.
Code for prevention of insider trading
Your Company has adopted a Code of Conduct ("Code") to regulate, monitor and report trading in Company's shares by Company's designated persons and their immediate relatives as per the requirements under the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015. The Code, inter alia, lays down the procedures to be followed by designated persons while trading/ dealing in Company's shares and sharing Unpublished Price Sensitive Information ("UPSI"). The Code covers Company's obligation to maintain a digital database, mechanism for prevention of insider trading and handling of UPSI, and the process to familiarize with the sensitivity of UPSI. Further, it also includes code for practices and procedures for fair disclosure of unpublished price sensitive information which has been made available on the Company's website and link for the same is given in Annexure-A of this report.
The employees are required to undergo mandatory training/ certification on this Code to sensitize themselves and strengthen their awareness.
General Disclosures
Neither the Chairman nor the Managing Director of your Company received any remuneration or commission from any of the subsidiaries 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. I ssue of equity shares with differential rights as to dividend, voting or otherwise.
2. I ssue of Shares (Including Sweat Equity Shares) to employees of your Company under any scheme.
3. Significant or material orders passed by the Regulators or Courts or Tribunals which impact the going concern status and your 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 your Company
Date: May 01, 2024 Place: Ahmedabad
ai Report 2U23-24
(as there is no scheme pursuant to which such persons can beneficially hold shares as envisaged under Section 67(3)(c) of the Act).
5. Application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016.
6. One time settlement of loan obtained from the Banks or Financial Institutions.
7. Revision of financial statements and Directors' Report of your Company.
Acknowledgement
Your Directors are highly grateful for all the guidance, support and assistance received from the Government of India, Governments of various states in India, concerned Government departments, Financial Institutions and Banks. Your Directors thank all the esteemed shareholders, customers, suppliers and business associates for their faith, trust and confidence reposed in your Company.
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 your Company continues to grow and excel.
For and on behalf of the Board of Directors
Gautam S. Adani
Chairman (DIN: 00006273)