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DIRECTOR'S REPORT

Adani Green Energy Ltd.

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Market Cap. (₹) 8688.10 Cr. P/BV 10.34 Book Value (₹) 5.37
52 Week High/Low (₹) 58/29 FV/ML 10/1 P/E(X) 0.00
Bookclosure 07/08/2019 EPS (₹) 0.00 Div Yield (%) 0.00
Year End :2019-03 

Directors' Report

Dear Shareholders,

The Directors are pleased to present the 4th Annual Report along with the audited financial statements of your Company for the financial year ended on March 31, 2019.

Financial Performance:

The audited financial statements of the Company as on March 31, 2019 are prepared in accordance with the relevant applicable IND AS and Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") and provisions of the Companies Act, 2013 ("Act").

The summarized financial highlight is depicted below:

(Rs, in Lakhs)

Particulars

Consolidated

Standalone

2018-19

2017-181

2018-19

2017-181

Revenue from operations

2,05,798.31

1,48,028.22

31,812.67

1,71,875.87

Other Income

7,301.49

3,899.36

30,264.66

6,659.51

Total Income

2,13,099.80

1,51,927.58

62,077.33

1,78,535.38

Cost of Materials consumed

13,013.59

9,054.10

-

8,143.28

Purchase of Stock in Trade

-

42,386.38

29,769.89

1,58,702.27

Employee Benefit Expenses

5,964.95

4,365.38

2,567.26

1,659.41

Depreciation and Amortization Expenses

1,06,195.97

54,298.71

834.07

930.04

Finance Cost

1,12,117.56

55,182.26

28,823.71

13,097.69

Other Expenses

15,837.76

8,871.72

3,036.57

1,228.47

Total Expenditure

2,71,565.33

1,72,945.47

65,993.52

1,83,748.10

Profit / (Loss) before share of Profit / (Loss) from Joint Venture and tax

(58,465.53)

(21,017.89)

(3,916.19)

(5,212.72)

Share of Profit / (Loss) from Joint Venture (net of tax)

(356.37)

(3.38)

-

-

Profit / (Loss) before tax

(58,821.90)

(21,021.27)

(3,916.19)

(5,212.72)

Tax (credit) / Expense

(11,316.31)

(7,269.69)

(417.81)

(591.21)

Net Profit / (Loss) for the year

(47,505.59)

(13,751.58)

(3,498.38)

(4,621.51)

Other Comprehensive income (net of tax)

(2,744.00)

(31.71)

(10.66)

(6.68)

Total Comprehensive Income for the year / period

(50,249.59)

(13,783.29)

(3,509.04)

(4,628.19)

1. Pursuant to the Scheme of Arrangement among Adani Enterprises Limited (AEL") and Adani Green Energy Limited (the "Company") and their respective shareholders and creditors, as sanctioned by the Hon'ble National Company Law Tribunal, bench, at Ahmadabad vide its order dated February 16, 2018, coming into effect from Appointed Date i.e. April 01, 2018, the Renewable Power Undertaking of AEL and investments of AEL in Prayatna Developers Private Limited were transferred and vested on to the Company w.e.f. Appointed Date. Since the transaction qualifies as common control business combinations under Ind AS 103 - "Business Combinations", the previous period comparative figures have been restated as if the business combination have occurred with effect from April 01, 2017.

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,2,05,798.31 Lakhs during the financial year 2018-19 compared to Rs,1,48,028.22 Lakhs in the corresponding previous financial year.

During the year, your Company generated earnings before interest, depreciation and tax (EBIDTA) of Rs,1,59,491.63 Lakhs compared to Rs,88,463.08 Lakhs in the previous year.

Net Loss for the financial year 2018-19 is Rs,47,505.59 Lakhs as compared to Loss of Rs,13,751.58 Lakhs in the previous financial year.

Earnings per share stood at Rs,(3.57) on face value of Rs,10 each.

Operational Highlights:

Your Company is the only large listed pure play Renewable Power producer in India with a current Indian project portfolio of 4,560 MWac, on consolidated basis, with operational portfolio of 2,020 MWac and balance 2,540 MWac under construction. The projects of your Company are set up at 57 locations spread across 11 states in India. The plants' average availability for the current year was 99.00% as compared to 98.83% in the previous year. The average PLF for Solar during the year was 22.41% as compared to 20.21% in the previous year and for Wind during the year was 25.89% as compared to 22.35% in the previous year. Your Company has operational zed Remote Operation Nerve Centre ("RONC") at Ahmedabad and connected to all the plants.

Standalone Financial Performance:

Your Company has recorded total income to the tune of Rs,31,812.67 Lakhs during the financial year 2018-19 compared to Rs,1,71,875.87 Lakhs in the corresponding previous financial year.

During the year, your Company generated earnings before interest, depreciation and tax (EBIDTA) of Rs,25,741.59 Lakhs as compared to Rs,8,815.01 Lakhs in the previous year.

Net loss for the financial year 2018-19 is Rs,3,498.38 Lakhs as compared to Rs,4,621.511 Lakhs in the previous financial year.

Earnings per share stood at Rs,(0.32) on face value of Rs,10/- each.

Share Capital:

Upon the Scheme of Arrangement among Adani Enterprises Limited and Adani Green Energy Limited and their respective shareholders and creditors, coming into effect from April 01, 2018, the Company had issued 761 Equity Shares of Rs,10/each to shareholders of Adani Enterprises Limited against every 1,000 Equity Shares held by them. Accordingly, 64,96,89,000 Equity Shares held by Adani Enterprises Limited in the Company alongwith its nominees were cancelled and 83,69,55,473 Equity Shares were issued by the Company on April 08, 2018.

Post allotment and as on March 31, 2019, the paid-up share capital of the Company is Rs,1564,01,42,800/- comprising of 156,40,14,280 Equity Shares of Rs,10/- each.

Listing of the Equity Shares:

The Equity Shares of your Company got listed on BSE Limited, Mumbai and the National Stock Exchange of India Limited, Mumbai on June 18, 2018.

Dividend:

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

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 Venturesand Associate Companies:

Your Company had 39 (direct and indirect) subsidiaries and 1 Joint Venture as on March 31, 2019.

During the year under review, the following changes have taken place in Subsidiaries, Joint Venture, Associate

Companies and LLPs:

Formation / Acquisition of Subsidiary / Associate / Joint Venture Companies:

1. Kodangal Solar Parks Private Limited (balance 51% of Equity Shares were acquired by the Company on January 11, 2019. Accordingly, KSPPL became Wholly-owned Subsidiary of the Company);

2. Adani Renewable Energy (MH) Limited;

3. Adani Renewable Energy (TN) Limited (Wholly-owned Subsidiary of Adani Green Energy (MP) Limited, which is a Wholly-owned Subsidiary of the Company);

4. Adani Renewable Energy (KA) Limited;

5. Adani Renewable Energy (GJ) Limited (Wholly-owned Subsidiary of Adani Green Energy (MP) Limited, which is a Wholly-owned Subsidiary of the Company);

6. Adani Renewable Energy (RJ) Limited (Wholly-owned Subsidiary of Mahoba Solar (UP) Private Limited, which is a Wholly-owned Subsidiary of the Company);

7. Prayatna Developers Private Limited (acquired by virtue of Scheme of Arrangement among Adani Enterprises Limited and Adani Green Energy Limited and their

respective shareholders and creditors);

8. Adani Renewable Energy Park Limited;

9. Adani Renewable Energy Park Rajasthan Limited (Joint Venture of Adani Renewable Energy Park Limited with Government of Rajasthan)

10. Adani Renewable Energy Park (Gujarat) Limited;

11. Adani Wind Energy (GJ) Limited;

12. Adani Saur Urja (KA) Limited (Wholly-owned Subsidiary of Mahoba Solar (UP) Private Limited, which is a Wholly-owned Subsidiary of the Company);

13. Adani Wind Energy (TN) Limited (Wholly-owned Subsidiary of Mahoba Solar (UP) Private Limited, which is a Wholly-owned Subsidiary of the Company);

14. Adani Green Energy One Limited (Wholly-owned Subsidiary of Adani Renewable Energy Park (Gujarat) Limited, which is a Wholly-owned Subsidiary of the Company);

15. Adani Green Energy Two Limited;

16. Adani Green Energy Three Limited (Wholly-owned Subsidiary of Adani Renewable Energy Park (Gujarat) Limited, which is a Wholly-owned Subsidiary of the Company);

17. Adani Green Energy Four Limited;

18. Adani Green Energy Five Limited (Wholly-owned Subsidiary of Adani Renewable Energy Park (Gujarat) Limited, which is a Wholly-owned Subsidiary of the Company);

19. Adani Green Energy Pte Limited;

20. Adani Phuoc Minh Wind Power Company Limited;

21. Adani Phuoc Minh Solar Power Company Limited;

22. Adani Solar USA Inc.;

23. Adani Green Energy (Australia) Pte Limited

(Wholly-owned Subsidiary of Adani Green Energy Pte Limited, which is a Wholly-owned Subsidiary of the Company);

24. Adani Green Energy (US) Pte Limited (Wholly-owned

Subsidiary of Adani Green Energy Pte Limited, which is a Wholly-owned Subsidiary of the Company); and

25. Adani Green Energy (Vietnam) Pte Limited

(Wholly-owned Subsidiary of Adani Green Energy Pte Limited, which is a Wholly-owned Subsidiary of the Company)

Cessation of Subsidiary Companies: None

Pursuant to the provisions of Section 129, 134 and 136 of the Act read with rules made there under and Regulation 33 of the Listing Regulations, the Company has 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 /i n 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 Companies Act, 2013, 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 our website, www.adanigreenenergy.com. Details of developments of subsidiaries of the Company are covered in the Management's Discussion and Analysis Report forms part of this Report.

Directors and Key Managerial Personnel: Director retiring by rotation

Pursuant to the requirements of the Act and Articles of Association of the Company, Mr. Rajesh S. Adani (DIN: 00006322) is liable to retire by rotation and being eligible offers himself for re-appointment. The Board recommends the appointment of Mr. Rajesh S. Adani as Director of the Company retiring by rotation.

During the year under review

Mr. Jayant Parimal, Managing Director and Mr. Jay Shah, Independent Director of the Company, had resigned from the Board of Directors with effect from May 07, 2018 and May 24, 2018, respectively. The Board places on record its sincere appreciation for the valuable services and guidance rendered by them during the tenure of their Directorship.

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

Mr. Sagar Adani, Executive Director (DIN: 07626229) of the Company was appointed as an Additional Director and Executive Director of the Company for a period of five years w.e.f October 31, 2018 subject to the approval of shareholders of the Company,

Mr. Sandeep Singhi (DIN: 01211070) was appointed as an Additional Director (Non-Executive & Independent Director) of the Company, with effect from October 29, 2018. As an Additional Director, he holds office up to ensuing Annual

General Meeting. The Company has received notice from a member under Section 160 of the Companies Act, 2013 proposing his appointment as Director of the Company,

In accordance with the provisions of Section 149 of the Companies Act, 2013, Mr. Sandeep Singhi is being appointed as an Independent Director to hold office as per his tenure of appointment as mentioned in the Notice of the ensuing Annual General Meeting of the Company.

Pursuant to the provisions of Section 149 of the Companies Act, 2013, Dr. Raaj Kumar Sah and Mrs. Sushama Oza were appointed as Independent Directors at the Annual General

Meeting of the Company held on August 07, 2018. The terms and conditions of appointment of Independent Directors are as per Schedule IV of the Act.

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.

The Board recommends the appointment / 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 Obligations and Disclosure Requirements) Regulations, 2015 is provided in the Notice of the 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 judgments 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;

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 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 and their Meeting:

The Independent Directors met on February 07, 2019, 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 and 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 judgement, 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 Act is available on the website of the Company at http:// www.adanigreenenergy.com/investor/investordownload

Internal Financial control system and their adequacy:

The details in respect of internal financial control and their adequacy are included in the Management Discussion & Analysis, which forms part of this report.

Risk Management:

The Board of the Company has formed a risk management committee to frame, implement and monitor the risk management plan for the Company. The committee is responsible for reviewing the risk management plan and ensuring its effectiveness. The audit committee has additional oversight in the area of financial risks and controls.

Committees of Board:

Details of various committees constituted by the Board of Directors as per the provisions of the SEBI Listing Regulations and Companies Act, 2013 are given in the Corporate

Governance Report which forms part of this report.

Corporate Social Responsibility Committee:

The Company has constituted a Corporate Social Responsibility (CSR) Committee and has framed a CSR Policy. The brief details of (CSR) Committee are provided in the Corporate Governance Report. The Annual Report on CSR activities is annexed to this Report. The CSR Policy is available on the website of the Company at http://www.adanigreenenergy.com/Investor-relation/ investor-download.

Corporate Governance and Management Discussion and Analysis Report:

Separate reports on Corporate Governance compliance and Management Discussion and Analysis as stipulated by the 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 Business Conduct and Ethics for all Board members and senior management personnel of the Company, who have affirmed the compliance thereto.

Business Responsibility Report:

The Business Responsibility Report for the year ended March 31, 2019 as stipulated under Regulation 34 of Listing Regulations is annexed which forms part of this Annual Report.

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.

Significant Safety Initiatives and Updates:

- Your Company has achieved 5.74 million Safe Man Hours in the financial year 2018-'19;

- Your Company has imparted safety induction to 5,213 new employees and workers at various locations;

- Your Company has imparted various EHSF (Environment, Health, Safety and Fire) related training to more than 837 workers and employees;

- Your Company has received Silver Award in OHS category from Greentech Foundation;

- Your Company has conducted various safety campaigns and initiatives across various plant location during the financial year 2018-'19 like Nation Safety Week, Road Safety Campaign, World Environment day, Fire Service Week, etc.;

- Your Company has achieved Level - 0 across all O&M sites in Safety Management System (S.M.S.);

- Your Company has launched Project Sankalp for enhancing the knowledge of all employees on Electrical Safety;

- Your Company has in place online OHS - ERP solution - Adani Gensuite, through which anyone can report safety concerns (unsafe act / conditions, suggestions, good practices, initiative, feedback) using his / her mobile phones.

- Your Company has also implemented a Behaviour based safety tool called - Suraksha Samwaad, wherein the leaders interact with the workforce regularly to engage them on safety.

Statutory Auditors & Auditors' Report:

Pursuant to the provisions of Section 139 of the Act read with rules made there under, as amended from time to time, 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 and M/s. B S R & Co. LLP, Chartered Accountants (Firm Registration No.: 101248W/W-100022) were appointed as joint 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 2023.

The Notes to the financial statements referred in the Auditors Report are self-explanatory. There are no qualifications or reservations or adverse remarks or disclaimers given by

Statutory Auditors' of the Company 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 Companies Act, 2013 and the rules made there under, the Company has re-appointed M/s. Chirag Shah & Associates, Practicing Company Secretaries to undertake the Secretarial Audit of the Company. The Secretarial Audit Report for FY2018-19 is annexed, which forms part of this report as Annexure - B. There were no qualifications, reservation or adverse remarks given by Secretarial Auditors of the Company.

Secretarial Standards:

Your Directors confirm that the Secretarial Standards issued by the Institute of Company Secretaries of India, have been complied with.

Reporting of Particulars of Frauds:

There was no instance of fraud during the year under review, which required the Statutory Auditors to report to the Audit committee and / or Board under Section 143(12) of the Act and the rules made there under.

Particulars of Employees:

The information required under Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in separate annexure forming part of this Report as Annexure - C.

The statement containing particulars of employees as required under Section 197 of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, will be provided upon request. In terms of Section 136 of the Companies Act, 2013, the Report and Accounts are being sent to the Members and others entitled thereto, excluding the information on employees' particulars which is available for inspection by the members at the Registered Office of the Company during business hours on working days of the Company. If any member is interested in obtaining a copy thereof, such Member may write to the Company Secretary in this regard.

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 - D.

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

Gautam S. Adani

Chairman

(DIN: 00006273)

Place: Boston

Date: May 15, 2019

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