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DIRECTOR'S REPORT

Adani Green Energy Ltd.

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Market Cap. (₹) 7163.19 Cr. P/BV 3.71 Book Value (₹) 12.36
52 Week High/Low (₹) 73/28 FV/ML 10/1 P/E(X) 0.00
Bookclosure 07/08/2019 EPS (₹) 0.00 Div Yield (%) 0.00
Year End :2018-03 

Directors' Report

Dear Shareholders,

The Directors are pleased to present the 3 rd Annual Report along with the audited financial statements of your Company for the financial year ended on March 31, 2018.

Financial Performance:

The audited financial statements of the Company as on March 31, 2018 are prepared in accordance with the relevant applicable IND AS and provisions of the Companies Act, 2013 ("Act”).

The summarized financial highlight is depicted below:

(Rs, in Lakhs)

Particulars

Consolidated

Standalone

2017-18 |

2016-17

2017-18

2016-17

Revenue from operations

86,808.82

50,164.83

9,843.71

990.99

Other Income

3,364.35

8,029.98

5,746.74

784.11

Total Income

90,173.17

58,194.81

15,590.45

1,775.10

Cost of Materials consumed

9,403.31

26.03

8,492.48

-

Employee Benefit Expenses

3,094.11

3,899.23

1,659.41

1,994.76

Depreciation and Amortisation Expenses

44,830.86

33,326.56

930.04

1,015.34

Finance Cost

39,692.98

33,413.79

6,905.96

2,683.39

Other Expenses

7,233.50

5,920.58

1,055.16

1,011.85

Total Expenditure

1,04,254.76

76,586.19

19,043.05

6,705.34

Profit / (Loss) before exceptional items and tax

(14,081.59)

(18,391.38)

(3,452.60)

(4,930.24)

Tax Expense (net)

(7,600.43)

(13,767.97)

(591.21)

-

Profit / (Loss) after tax and before share in joint venture

(6,481.16)

(4,623.41)

(2,861.39)

(4,930.24)

Share of (Loss) from Joint Venture

(3.38)

(43.87)

-

-

Net Profit / (Loss) for the year

(6,484.54)

(4,667.28)

(2,861.39)

(4,930.24)

Other Comprehensive income (net of tax)

(34.50)

19.80

(6.68)

4.46

Total Comprehensive Income for the year / period

(6,519.04)

(4,647.48)

(2,868.07)

(4,925.78)

There are no material changes and commitments affecting the financial position of the Company between the end of the financial year and the date of this report.

Performance Highlights:

Consolidated Financial Performance of the Company:

Your Company has recorded total income to the tune of Rs, 90,173.17 Lakhs during the financial year 2017-18 compared to Rs, 58,194.81 Lakhs in the corresponding previous financial year.

During the year, your Company generated earnings before interest, depreciation and tax (EBIDTA) of Rs, 70,442.25 Lakhs compared to Rs, 48,348.97 Lakhs in the previous year.

Net loss for the financial year 2017-18 is Rs, 6,484.54 Lakhs as compared to Loss of Rs, 4,667.28 Lakhs in the previous financial year.

Earnings per share stood at Rs, (0.48) on face value of Rs, 10 each.

Operational Highlights:

Your Company is one of the large renewable companies in India with a current project portfolio of ~3.0 GW and operational capacity of the Company is ~2.0 GW. The portfolio is almost equally split capacity wise between central and state government schemes. Your Company is present across 11 Indian states, Gujarat, Punjab, Rajasthan, Maharashtra, Karnataka, Tamilnadu, Andhra Pradesh, Telangana, Chhattisgarh, Madhya Pradesh and Uttar Pradesh with a portfolio of 36 operational projects and 3 under construction projects.

Standalone Financial Performance:

Your Company has recorded total income to the tune of Rs, 15,590.45 Lakhs during the financial year 2017-18 compared to Rs, 1,775.10 Lakhs in the corresponding previous financial year.

During the year, your Company generated earnings before interest, depreciation and tax (EBIDTA) of Rs, 4,383.40 Lakhs as compared to Rs, (1,231.51) Lakhs in the previous year.

Net loss for the financial year 2017-18 is Rs, 2,861.39 Lakhs as compared to Rs, 4,930.24 Lakhs in the previous financial year.

Earnings per share stood at Rs, (0.21) on face value of Rs, 10 each.

Dividend:

In view of accumulated losses on standalone basis, your Directors have not recommended any dividend on Equity Shares for the year under review.

Status of Scheme of Arrangement:

During the year under review, the Hon'ble National Company

Law Tribunal, bench at, Ahmadabad had, vide its order dated February 16, 2018 sanctioned the Scheme of Arrangement among Adani Enterprises Limited ("AEL") and Adani Green

Energy Limited ("AGEL") and their respective shareholders and creditors (the "Scheme").

The Scheme, with effect from April 01, 2018, inter alia, provides for transfer and vesting of Renewable Power Undertaking of AEL to AGEL.

Fixed Deposits:

During the year under review, your Company has not accepted any fixed deposits within the meaning of Section 73 of the Act read with rules made there under.

Particulars of loans, guarantees or investments:

The provisions of Section 186 of the Act, with respect to a loan, guarantee or security is not applicable to the Company as the Company is engaged in providing infrastructural facilities which is exempted under Section 186 of the Act. The details of investment made during the year under review are disclosed in the financial statements.

Subsidiaries, Joint Ventures and Associate Companies:

Your Company had 15 (direct and indirect) subsidiaries and 1 joint venture as on March 31, 2018.

During the year under review, the following changes have taken place:

- 49% of Equity Shares of Kodangal Solar Parks Private Limited

("KSPPL') were acquired by the Company on March 22, 2018. Accordingly, KSPPL became an joint venture of the Company.

- 50,000 Equity Shares of Zemira Renewable Energy Limited

("Zemira") (erstwhile known as Adani Wind Energy (AP) Limited) constituting 100% of paid-up share capital, were disposed off by the Company on December 20, 2017. Accordingly, Zemira ceased to be subsidiary of the Company.

Apart from this, 100% investment of AEL into Equity Shares of Prayatna Developers Private Limited ("PDPL") were transferred to the Company pursuant to the Scheme w.e.f. the appointed date i.e. April 01, 2018. Accordingly, PDPL became Wholly-owned subsidiary of the Company w.e.f. April 01, 2018,

Pursuant to the provisions of Section 129, 134 and 136 of the Act read with rules made there under, the Company had prepared consolidated financial statements of the Company and its subsidiaries and a separate statement containing the salient features of financial statement of subsidiaries, joint ventures and associates in Form AOC-1 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 shareholder/s 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, shall be made available on website, www.adanirenewables.com.

Directors and Key Managerial Personnel:

Pursuant to the requirements of the Act and Articles of Association of the Company, Mr. Gautam S. Adani (DIN: 00006273) is liable to retire by rotation and being eligible offers himself for re-appointment.

The 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 Act and Regulation 16(1)(b) of the Listing Regulations and there has been no change in the circumstances which may affect their status as independent director during the year.

During the year, Mr. Ashok Jagetiya had resigned as Chief Financial Officer of the Company with effect from August 04, 2017.

The Board appointed Mr. Ashish Garg as Chief Financial Officer and Key Managerial Personnel of the Company with effect from August 04, 2017.

Mr. Jayant Parimal had resigned as Managing Director of the Company with effect from May 07, 2018.

The Board appointed Mr. Jayant Parimal as Chief Executive Officer and Key Managerial Personnel of the Company with effect from May 07, 2018.

The Board appointed Mr. Raaj Kumar Sah as an Additional

Director of the Company with effect from May 01, 2018 to hold office upto ensuing Annual General Meeting. The Company has received notices from a member proposing appointment of Mr. Raaj Kumar Sah as Director of the Company.

During the year, Mrs. Nayana Gadhavi and Mr. Vneet S Jaain had resigned from Directorship of the Company with effect from November 09, 2017 and December 07, 2017, respectively. The Board places on record its sincere appreciation for the valuable contribution and guidance rendered by Mrs. Nayana Gadhavi and Mr. Vneet S Jaain during their tenure with the Company.

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

Brief details of Directors proposed to be appointed / re-appointed are provided in the Notice of Annual General Meeting.

Directors' Responsibility Statement:

Pursuant to Section 134(5) of the Act, the Board of Directors, to the best of their knowledge and ability, state the following:

a. that in the preparation of the annual financial statements, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b. that such accounting policies have been selected and applied consistently and judgements 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 at the end of the financial year and of the profit and loss of the Company for that period;

c. that 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;

The details of attendance of Directors at the Board Meetings and at the last Annual General Meeting are as under:

Name of Director

Number of Board Meetings held and attended during FY 2017-18 Attended last AGM Held during the Attended tenure

Attended last AGM

Mr. Gautam S. Adani

5

3

No

Mr. Rajesh S. Adani

5

3

No

Mr. Vneet S. Jaain1

4

3

Yes

Mr. Jayant Parimal

5

5

Yes

Mrs. Nayana Gadhavi2

4

3

No

Mr. Jay Shah

5

5

Yes

Mr. Raaj Kumar Sah3

N.A.

N.A.

N.A.

1 Resigned as Director of the Company w.e.f. December 07, 2017.

2. Resigned as Director of the Company w.e.f. November 09, 2017.

3. Appointed as an Additional Director of the Company w.e.f. May 01, 2018.

d. that the annual financial statements have been prepared on a going concern basis;

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

f. that proper systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

Number of Board Meetings:

The Board of Directors met 5 (five) times during the year under review. The Company has held at least one Board meeting in every quarter and the gap between two meetings did not exceed one hundred and twenty days. The necessary quorum was present in all the meetings. Leave of absence was granted to the concerned directors who could not attend the respective board meeting on request. The dates on which the Board meetings were held during FY 2017-18 are as follows:

May 22, 2017, August 04, 2017, October 07, 2017, November 09, 2017 and January 13, 2018.

The Companies Act, 2013 read with the relevant rules made thereunder facilitates the participation of a Director in Board / Committee meetings through video conferencing or other audio visual mode. Accordingly, the option to participate in the meeting through video conferencing was made available for the Directors except in respect of such meetings / items which are not permitted to be transacted through video conferencing.

Independent Directors' Meeting:

The Independent Directors met on May 22, 2017, 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.

Board Evaluation:

The Board adopted a formal mechanism for evaluating its performance as well as that of its Committees and individual Directors, including the Chairman of the Board. The exercise was carried out through a structured evaluation process covering various aspects of the Boards 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 provided in Section 178(3) of the Companies Act, 2013 is available on the website of the Company at http://www.adanirenewables.com/investor/ investor downloads.

Internal Financial control system and their adequacy:

The 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) that consists of professionally qualified accountants, engineers and SAP experienced executives which carries out extensive audit throughout the year, across all functional areas 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 & capex expenditure which is reviewed and suitably amended on an annual basis.

- The Company uses ERP system (SAP) to record data for 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 and invites suggestions for process improvement.

- Internal Audit is carried out in accordance with auditing standards to review design effectiveness of internal control system & procedures to manage risks, operation of monitoring control, compliance with relevant policies & procedure and recommend improvement in processes and procedure.

The Audit Committee of the Board of Directors regularly reviews execution of Audit Plan, the adequacy & effectiveness of internal audit systems, and monitors implementation of internal audit recommendations including those relating to strengthening of company's risk management policies & systems.

Risk Management:

The Company is exposed to business risks which may be internal as well as external. The Company has a comprehensive risk management system in place, which is tailored to the specific requirements of its business taking into account various factors such as size and nature of inherent risks and the regulatory environment of the Company. The risk management system enables it to recognize and analyze risks early and to take the appropriate action. The senior management of the Company regularly reviews the risk management processes of the Company for effective risk management. The major risks identified by the businesses are systematically addressed through mitigation actions on a continual basis.

Committees of Board:

The Board Committees play a vital role in ensuring sound Corporate Governance practices. The Committees are constituted to handle specific activities and ensure speedy resolution of the diverse matters. The Board Committees are set up under the formal approval of the Board to carry out clearly defined roles which are considered to be performed by members of the Board, as a part of good governance practice. The Board supervises the execution of its responsibilities by the Committees and is responsible for their action. The minutes of the meetings of all the Committees are placed before the Board for review.

A) Audit Committee

The Audit Committee of the Company was constituted on August 20, 2016 and subsequently reconstituted from time to time to comply with statutory requirement.

The Audit Committee acts as a link among the Management, the Statutory Auditors, Internal Auditors and the Board of Directors to oversee the financial reporting process of the Company. The Committee's purpose is to oversee the quality and integrity of accounting, auditing and financial reporting process including review of the internal audit reports and action taken report.

Terms of reference:

The powers, role and terms of reference of the Audit Committee covers the areas as contemplated Section 177 of the Companies Act, 2013. The brief terms of reference of Audit Committee are as under:

1. The recommendation for appointment, remuneration and terms of appointment of auditors of the Company;

2. Review and monitor the auditor's independence and performance, and effectiveness of audit process;

3. Examination of the financial statement and the auditor's report thereon;

4. Approval or any subsequent modification of transactions of the company with related parties;

5. Scrutiny of inter-corporate loans and investments;

6. Valuation of undertakings or assets of the company, wherever it is necessary;

7. Evaluation of internal financial controls and risk management systems;

8. Any other responsibility as may be assigned by the board from time to time

Meetings, Attendance & Composition of the Audit Committee

During the year under review, Audit Committee met four times on May 22, 2017, August 04, 2017, November 09, 2017 and January 13, 2018. The intervening gap between two meetings did not exceed 120 days.

The Composition of the Audit Committee and details of attendance of the members at the meetings held during the year are given below:

Name of Director

Designation

Category

Number of Meetings held and attended during FY 2017-18 Held during the Attended tenure

Mr. Jayant Parimal

Chairman

Executive Director

4

4

Mrs. Nayana Gadhavi1

Member

Non-Executive & Independent Director

3

2

Mr. Jay Shah

Member

Non-Executive & Independent Director

4

4

1. Resigned as Director of the Company w.e.f. November 09, 2017. Accordingly, she also ceased as member of the Audit Committee with effect from the said date.

All the members of Audit committee have accounting and financial management knowledge and expertise/ exposure. The Chairman of the Audit Committee attended the last Annual General Meeting (AGM) held on August 02, 2017 to answer shareholder's queries.

B) Nomination and Remuneration Committee

The Nomination and Remuneration Committee of the Company was constituted on August 20, 2016 and subsequently reconstituted from time to time to comply with statutory requirement.

Terms of reference:

The powers, role and terms of reference of the Nomination & Remuneration Committee covers the areas as contemplated Section 178 of the Companies Act, 2013. The brief terms of reference of Nomination & Remuneration Committee are as under:

1. Formulation of the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a policy, relating to the remuneration of the directors, key managerial personnel and other employees.

2. Formulation of criteria for evaluation of Independent

Directors and the Board.

3. Devising a policy on Board diversity.

4. Identifying persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down and recommend to the Board their appointment and removal.

5. To recommend / review remuneration of the Managing Director(s) and Whole-time Director(s)/ Executive Director(s) based on their performance and defined assessment criteria.

6. To carry out any other function as is mandated by the Board from time to time and / or enforced by any statutory notification, amendment or modification, as may be applicable.

Meetings, Attendance & Composition of the Nomination & Remuneration Committee

During the year under review, Nomination & Remuneration Committee met one time on May 22, 2017.

The Composition of the Nomination & Remuneration Committee and details of attendance of the members at the meetings held during the year are given below:

Name of Director

Designation

Category Number of Meetings held and attended during FY 2017-18 Held during the Attended tenure

Mr. Vneet S Jaain1

Chairman

Non-Executive Director

1

1

Mrs. Nayana Gadhavi2

Member

Non-Executive &

1

1

Independent Director

Mr. Jay Shah

Member

Non-Executive &

1

1

Independent Director

1. Resigned as Director of the Company w.e.f. December 07, 2017. Accordingly, he also ceased as member of the Nomination & Remuneration Committee with effect from the said date.

2. Resigned as Director of the Company w.e.f. November 09, 2017. Accordingly, she also ceased as member of the Nomination & Remuneration Committee with effect from the said date.

The quorum of the Committee is of two members.

The Board of Directors review the Minutes of the Nomination & Remuneration Committee Meetings at subsequent Board Meetings.

The Company Secretary acts as a Secretary to the Committee.

Remuneration Policy

The remuneration policy of the Company is directed towards rewarding performance, based on review of achievements on a periodic basis. The Company endeavours to attract, retain, develop and motivate the high-calibre executives and to incentivize them to develop and implement the Group's strategy, thereby enhancing the business value and maintain a high performance workforce. The policy ensures that the level and composition of remuneration of the Directors is optimum.

The Executive and Promoter Directors are not being paid sitting fees for attending meetings of the Board of Directors and its committees. Other than sitting fees paid to the Non-Executive Directors, there were no pecuniary relationships or transactions by the Company with any of the Non-Executive and Independent Directors of the Company. The Company has not granted stock options to Non-Executive and Independent Directors.

The details of sitting fees paid to Non-Executive Directors for the Financial Year 2017-18 are forming part of in

Annexure - A to this report.

ii) Remuneration to Executive Directors

The remuneration of the Executive Director is recommended by the Nomination and Remuneration Committee based on criteria such as industry benchmarks, the Company's performance vis-a-vis the industry, responsibilities shouldered, performance / track record, macroeconomic review on remuneration packages of heads of other organizations and is decided by the Board of Directors.

The Company has not paid any remuneration to the Executive Director during the F.Y. 2017-18.

Corporate Social Responsibility Committee:

The Company has constituted a Corporate Social Responsibility ("CSR") Committee as required under Section 135 of the Companies Act, 2013 and rules framed there under and has framed a CSR Policy. The Annual Report on CSR activities is annexed to this report as Annexure - D.

Terms of reference of the Committee, interalia, includes the following:

1. To formulate and recommend to the Board, a Corporate

Social Responsibility Policy which shall indicate the activities to be undertaken by the Company as specified in Schedule VII of the Companies Act, 2013 and rules made there under;

2. To recommend the amount of expenditure to be incurred on the CSR activities;

3. To monitor the implementation of framework of CSR policy;

4. To carry out any other function as is mandated by the Board from time to time and / or enforced by any statutory notification, amendment or modification as may be applicable or as may be necessary or appropriate for performance of its duties.

The policy is available on the website of the Company at

http://www.adanirenewables.com/investor/

investor downloads.

Composition, Meetings and Attendance of CSR Committee

During the year under review, one CSR Committee meeting was held on January 13, 2018.

The details of the CSR Committee meetings attended by its members during F.Y. 2017-18 are given below:

Name of Director

Designation

Category Number of Meetings held and attended during FY 2017-18 Held during the Attended tenure

Mr. Jayant Parimal1

Chairman

Executive Director

1

1

Mr. Rajesh S. Adani

Member

Non-Executive Director

1

1

Mr. Jay Shah

Member

Non-Executive &

1

1

Independent Director

1. Ceased to be the Director w.e.f. May 07, 2018. Accordingly, he also ceased as member of CSR Committee with effect from the said date.

The quorum of the Committee is of two members.

The Board of Directors review the Minutes of the CSR Committee Meetings at subsequent Board Meetings.

The Company Secretary acts as a Secretary to the Committee.

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 there under, your Company has constituted Internal Complaints Committee which is responsible for redressal of complaints related to sexual harassment. During the year under review, there were no complaints pertaining to sexual harassment.

Extract of Annual Return:

The details forming part of the extract of the Annual Return in Form MGT-9, is annexed to this report as Annexure-A.

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. Your Company had not entered into any transactions with related parties which could be considered material in terms of Section 188 of the Companies Act, 2013. Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Companies Act, 2013 in Form AOC - 2 is not applicable.

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.

Insurance:

Your Company has taken appropriate insurance for all assets against foreseeable perils.

Auditors & Auditors' Report:

Pursuant to the provisions of Section 139 of the Act read with rules made there under, M/s. Dharmesh Parikh & Co., Chartered Accountants (Firm Registration No 112054W), were appointed as statutory auditors of the Company to hold office till the conclusion of the Annual General Meeting (AGM) of the Company to be held in the calendar year 2021, subject to ratification of their appointment at every AGM. Accordingly, the appointment of M/s. Dharmesh Parikh & Co., Chartered Accountants as Statutory Auditors of the Company is placed for ratification by the Shareholders. In this regard, the Company has received a certificate from the auditors to the effect that if they are re-appointed, it would be in accordance with the provisions of Section 141 of the Act.

Your Directors recommend the ratification of M/s. Dharmesh Parikh & Co., Chartered Accountants, as Statutory Auditors of the Company to hold office from the conclusion of this Annual General Meeting (AGM) till the conclusion of 06th AGM of the Company to be held in the calendar year 2021.

Further, M/s. B S R & Co. LLP, Chartered Accountants (Firm

Registration No.: 101248W/W-100022), the joint statutory auditors of the Company, will retire at the conclusion of the ensuing Annual General Meeting and are eligible for reappointment.

The Board of Directors of the Company at their meeting held on May 07, 2018, on the recommendation of the Audit Committee, have recommended the appointment of M/s. B S R & Co. LLP, Chartered Accountants (Firm Registration No.: 101248W/W-100022) as joint statutory auditors of the Company to the members at the 3rd Annual General Meeting of the Company for the term of 5 years. Accordingly, a resolution proposing appointment of M/s. B S R & Co. LLP, as joint statutory auditors of the Company for a term of five consecutive years i.e. from the conclusion of 3rd Annual General Meeting till the conclusion of 8th Annual General Meeting of the Company pursuant to Section 139 of the Companies Act, 2013, forms part of the Notice calling 3rd Annual General Meeting of the Company. In this regard, the Company has received certificate to the effect that they satisfy the criteria provided under Section 141 of the Companies Act, 2013 and that the appointment, if made, shall be in accordance with the applicable provisions of the Companies Act, 2013 and rules framed there under.

The Notes to the financial statements referred in the Auditors Report are self-explanatory and therefore do not call for any comments under Section 134 of the Companies Act, 2013. The Auditors' Report is enclosed with the financial statements in this Annual Report.

Secretarial Audit Report:

Pursuant to the provisions of Section 204 of the Act read with the rules made thereunder, your Company had appointed

M/s. Chirag Shah & Associates, Practising Company Secretaries to undertake the Secretarial Audit of the Company. The Secretarial Audit Report for financial year 2017-18 is annexed which forms part of this report as Annexure - B. There were no qualifications, reservation or adverse remarks in the Secretarial Audit Report of the Company.

Particulars of Employees:

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, will be provided upon request. In terms of Section 136 of the Act, 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.

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 from time to time is annexed to this Report as Annexure - C.

Acknowledgement:

Your Directors are highly grateful for all the guidance, support and assistance received from the Government of India, Government of all the states where our power projects are established, Financial Institutions and Banks. Your Directors thank all shareholders, esteemed customers, suppliers and business associates for their faith, trust and confidence reposed in the 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 the Company continues to grow and excel.

For and on behalf of the Board of Directors

Jayant Parimal Rajesh S. Adani

Managing Director Director

(DIN: 00511377) (DIN: 00006322)

Place : Ahmedabad

Date : May 07, 2018

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