P Arji: Renewables
P Arji: Renewables
III
I
Renewables
12th July, 2019
Subject: Notice of the 4th Annual General Meeting alongwith Annual Report
of the Company for the FY 2018·'19
Dear Sir,
Yours faithfully,
For, Adani Green Ene
p~arji
Company Secretary
Encl - as above.
Registered Office: Adani House. Nr Mithakhali Six Roads, Navrangpura, Ahmedabad 380 009. GUjarat. India
Adani Green Energy Limited
Annual Report 2018-19
Renewables
Adani Green Energy Limited
Corporate Review
2 Introducing Adani Green Energy Limited
4 Pan-India Portfolio
5 Marquee Projects
6 AGEL Competitive Advantages
8 Operational Highlights
10 Financial Highlights
12 Chairman’s Review
14 CEO’s Message
16 Megatrends
18 Strategic Priorities
20 Robust Project Execution
22 Growing with Efficient Operations
24 Harnessing Technology and Digitalisation for
Operational Excellence
26 People
28 Environment
30 Corporate Social Responsibility
36 Corporate Information
Statutory Reports
38 Director’s Report
58 Management Discussion and Analysis
66 Corporate Governance Report
90 Business Responsibility Report Find more online
Financial Statements www.adanigreenenergy.com
100 Standalone
To learn more about Adani Green Energy Limited, to register to
159 Consolidated
receive our news, or to explore opportunities to join us,
226 Notice
please visit www.adanigreenenergy.com
Creating value with
a green future
As the global energy industry is shifting towards
adopting renewable energy, India is also geared
up to add 500 GW of renewable energy to its
electricity grid by 2030, in a bid to reduce the
impact of Greenhouse Gases (GHGs) in its cities.
Supporting India in this mission is Adani Green
Energy Limited (AGEL), which has been making
major strides in delivering clean energy while
maintaining reliability and affordability.
Group overview
AGEL is promoted by Adani Group, one of the Over the years, the Group has been guided by
largest business conglomerates with interests a set of core values that define the way we
across resources (coal mining and trading), do business. These values represent the core
logistics (ports, shipping and rail), energy priorities in organisation’s culture and inspire
(renewable and thermal power generation, efforts to create a successful organisation.
transmission and distribution), agricultural
commodities and ancillary industries.
Our values
Courage Trust Commitment
»» We shall embrace new ideas »» We shall believe in our employees »» We shall stand by our
and businesses and other stakeholders promises and adhere to high
standards of business
»» Take calculated risks in pursuing »» Show faith in the capability
new and big business opportunities of our employees »» Be Reliable – ‘Do what you say’ and
‘Say what you will do’
»» Dare to achieve »» Empower our employees to
go beyond the call of duty to »» Consistently deliver on business
»» Own up to our decisions
deliver results goals and targets
»» Encourage employees to »» Consistently demonstrate high
turn disappointments into standards of professionalism
learning opportunities
»» Listen to and include the
perspectives of our vendors,
investors and other stakeholders
2
Annual Report 2018-19
Corporate Overview
Our business strengths
»» Largest private sector solar power developer in India »» Operations and Maintenance (O&M) expertise,
delivering committed plant performance at
»» Part of a vertically integrated energy and
industry-leading benchmarks
infrastructure conglomerate
»» Market-leading financing terms
»» Predictable and high-quality revenue stream on the
back of long-term offtake agreements »» Skilled and experienced senior management
Statutory Reports
»» Long life assets »» Clear visibility of sites rich in solar and wind resource
capable of accommodating ~15 GW future projects
»» Reputation and track record of execution excellence
– Design & Engineering, Project Management, Land
Acquisition and Strategic Sourcing
2,020 MW* 64
Passion Dedication
Financial Statements
Performing with enthusiasm Working with commitment in
and energy the pursuit of our aims Operational capacity Projects
100%
Results Entrepreneurship Presence in
11
Consistently achieving goals Seizing new opportunities
with initiative and ownership 25-year PPAs
States
Integration
Working across functions and
businesses to create synergies
~$2 billion
Asset base
Credit Rating
US$ Bond Rating (AGEL’s Restricted Group) BB+ (by FITCH and S&P)
Legal Entity Ownership Domestic Rating
Adani Green Energy Limited (AGEL) IndRa A / Stable / IndRa A1
Ramnad Solar Power Limited (RSPL - 72 MW) 100% - AGETNL IndRa A+(SO)/Stable
Ramnad Renewable Energy Ltd. (RREL-72 MW) 100% - AGETNL IndRa A+(SO)/Stable
Kamuthi Solar Power Limited (RSPL - -72 MW) 100% - AGETNL IndRa A+(SO)/Stable
Kamuthi Renewable Energy Limited (RREL - 72 MW) 100% - AGETNL IndRa A+(SO)/Stable
Adani Wind Energy (Gujarat) Ltd - (Rojmal + Sadla) 100% - AGEL IndRa BBB/Negative
PSEPL + PDPL + AGEUPL - RG1 Structure Rating 100% - AGEL CRISIL AA(SO)/Stable | IndRa AA(SO)/Stable
3
Adani Green Energy Limited
Pan-India Portfolio
1,725 60
12
100
20
100
50
Wind Operational
810
Solar Under Implementation
648
Wind, Solar, Hybrid
Our projects
4
Annual Report 2018-19
Marquee Projects
Corporate Overview
Lighting up the nation
with clean energy
Statutory Reports
Kamuthi Solar Project Punjab 100 MW Solar Project
»» AGEL developed a 648 MWAC solar power »» Commissioned India’s largest single-axis
plant, the then world’s largest at a single tracker-based solar PV project in Bathinda Punjab
location, spread over 2,340 acres situated in
»» Spread over 641 acres of land, the plant features
Kamuthi, Tamil Nadu
Financial Statements
power evacuation through 132 kV double-circuit
»» It was a mammoth execution undertaken in less transmission lines connected to the State
than nine months, of which two months were Transmission Utility (STU)
affected with the worst floods in Tamil Nadu’s
»» The plant uses technologically superior Tier-1
recent history. The next largest solar project in
solar PV modules with polycrystalline silicon cells
the world is in California (550 MWAC) that took
and employs the Horizontal Single Axis Tracker
over 3.25 years to execute
(HSAT) technology to capture maximum energy
»» Due to the exceptional execution, the project from the sun and power thousands of homes in
was featured on National Geographic’s the state of Punjab
Megastructures episode as ‘India’s
Solar Power House’
Key facts: Project highlights Key facts: Operational highlights for FY19
2,340 99.8%
Acres land Plant availability
3,80,000 99.9%
Foundations Grid availability
8,500 78.85%
Project personnel Target PR
550
Inverters
6,000
Containers from nine countries
5
AGEL Competitive Advantages
2
Clear visibility
on 15 GW
development sites
1
Best positioned to
tap Indian Large RE
opportunity
Technology Cloud based Continuous design
leader RONC improvement
for plants Project execution
and O&M
5 capability
7
Demonstrated financing
capability
8
Strong strategic relationship with
supplier to provide user specific
equipment at competitive costs
Adani Green Energy Limited
Operational Highlights
Setting us apart
»» Average availability of Solar
Plants of 99.6% in FY19 ESG highlights
»» Avoided emission of ~3.6 million tonnes Co2 equivalent
»» Won new projects for »» Undertook environment protection through rainwater
925 MW wind and 675 MW harvesting and waste management across the business
solar »» Provided direct and indirect employment opportunities
to ~2,800 people
»» Won 390 MW hybrid power »» Strong governance and disclosures
project in India’s first
tender for renewable power
projects
»» Implemented RONC Social health, environment
adopting cutting‑edge and safety management
technology enabling
»» Environment and Social Impact Assessment (ESIA)
operational excellence for conducted prior to project implementation
our projects »» ISO 14001 (Environment Management System) and
ISO 45001 (Safety Management System) being
»» Bhadla solar park with implemented at all sites
capacity of 500 MW »» EHS training conduced for employees and workers
– 16,966 hours
commissioned
»» Continuous safe man-hours recorded – 5.74 million
»» Fatehgarh solar park of »» Social impact considered a major factor in design and
development of projects
1,500 MW construction
»» Ensured land procurement based on willing
started buyer-seller arrangement, fairness of pay and
negotiation for land price, in good faith
»» Human Resources, Grievance Redressal Mechanism
(GRM), Anti-Fraud, Anti-Bribery, and Ethics Procedure
and Policies as per World Bank Group and International
Labour Organisation
»» Won silver safety award 2018 for best practices
in occupational health and safety management
from M/S Greentech
»» Regular Environment, Health and Safety (EHS)
inspections and audits (internal and external)
»» Environment Social Management System (ESMS)
developed and implemented
»» Built long term mutually beneficial relationship with
local stakeholders by organising structured meeting at
regular interval
8
Annual Report 2018-19
Corporate Overview
Statutory Reports
Operating indicators (FY19)
Financial Statements
22.41% Solar 3,763 Solar Cloud based
34 years
21.22% Wind 116 Wind RONC Average age of manpower
4.45 ` in lac/MWdc
O&M Costs/DC(Solar)
ESG indicators
9
Adani Green Energy Limited
Financial Highlights
Energising
our progress
AGEL has built positive momentum across its portfolio and is
delivering value for all stakeholders. We integrate economic
success with responsible business conduct to achieve
sustainable financial performance and ensure transparency
and reliability of financial information. We are committed to
fair, timely and on-going disclosures as a means to achieve
high levels of management transparency.
1,710
90
86
1,480
834
5.1
452
2.9
1
EBITDA margin % represents EBITDA earned from Power Sales and excludes other items
2
Cash Profit = EBITDA + Other income - Interest and Bank charges - Income tax expense
10
Annual Report 2018-19
Corporate Overview
Balance Sheet Metrics EBITDA Return
Gross Assets Debt1/Equity2 Debt3/EBITDA on Assets
Statutory Reports
( C in crore ) (%) (%)
Operational Assets
(FY19)
12,331
EBITDA/Average Gross
6.2
Block4
9,996
15.1%
8.9
5.2
Financial Statements
5.2
Under construction
assets of 2540 MW
FY18 FY19 FY18 FY19 FY18 FY19
Expected EBITDA/
Expected Capex
15.5%
Social Metrics
No. of Employees CO2 Displaced
(in Million Tonnes)
1,102
1,098
3.6
1.9
1
Net external debt = long-term borrowings + short-term borrowings + current maturities of long-term borrowing +
Capex Creditors – Trade Receivables - cash and cash equivalents - bank and other bank balances - current investments-
intercorporate deposit taken from related party
2
Shareholders’ equity calculated as equity share capital only (i.e, excludes reserves and surplus, inter-alia)
3
Net External Debt Less Debt taken for project under implementation
4
Gross Block average for four quarters taken to arrive at Average Gross Block number
11
Adani Green Energy Limited
Chairman’s Review
Building momentum
for future growth
Dear Shareholders,
Greetings! We live in interesting times. India
continues to be the world’s fastest growing
economy. We expect India to become the world’s
fifth largest economy by the end of this year.
Our country is expected to see an investment
of a trillion dollars in infrastructure, split fairly
between public and private sector resources and
is on its way to becoming a five trillion dollar
economy over the next five years.
India at an Inflection Point
In the recently concluded General Elections, the mandate received by the
Government is an indication that the citizens of our country have voted for
stability in support of a vision that addresses large segments of the society
in a fashion and scale that will radically change India’s development
trajectory. In an analysis published earlier this year, the World Economic
Forum predicted that India will lift 2.5 crore more households out of
poverty over the next decade. This will reduce the share of households
below the poverty line to 5%. For the country of our size, these are
staggering statistics and a harbinger of hope and optimism. Undoubtedly,
there will be challenges and uncertainties in the whole process. However,
we cannot deny the fact that the ambitions of our nation are taking shape
in a transformative and exciting manner and India is at an Inflection point.
The Transformation of the Adani Group
For the Adani Group FY19 has also been a year of Inflection. Each one
of our six publicly traded Group companies delivered record financial
performance and made tangible progress in further consolidating their
positions as industry leaders in every segment we operate in. Each one
of the Group companies are now growth platforms, that while mutually
independent, draw upon the management and leadership synergies that
exist in the Group.
12
Annual Report 2018-19
Corporate Overview
India - Leading a Global Vision on ensuring that it takes its position as Environment, Social Responsibility and
Renewable Power one of the key global leaders driving Governance
the adoption of renewable power. In
Strategic policy interventions and the Along with our focus on the financial and
this context, availability of reliable
Government’s thrust to raise renewables- operational performance, we are equally
and adequate power in India assumes
based power generation capacity target committed to continue to strengthen our
Statutory Reports
unprecedented importance. Despite
to 227 GW by 2022 from the initial corporate governance practices. In line
being one of the fastest growing
target of 175 GW has been a guiding with this, we have implemented a strict
economies in the world, India continues
force that makes India a world leader policy for related party transactions.
to be at the bottom, when it comes to per
in the renewables space. It is also We include assessments by internal
capita power consumption.
pertinent to note that the adoption and business teams, review through an
development of a low-cost, deflationary In FY19, India’s peak power demand external agency and due diligence by an
and low-emission technology for increased by about 8% while generation Executive Committee consisting of Board
power generation is not only crucial capacity additions lagged at 3.5%. of Directors, to ensure transparency and
for economic and social development While thermal power continues to be arm’s length nature of all transactions.
Financial Statements
agenda, but also critical for India in the dominant source of energy and will These steps are in addition to the
delivering its commitments under the remain so in the foreseeable future, existing regulatory requirements.
Paris Accord. renewables are poised to play a critical
As part of our group’s focus on water
role in satiating India’s appetite for the
India made three primary commitments conservation, AGEL is looking to invest in
next phase of clean growth that our
as part of the Intended Nationally technologies that can reduce the water
nation requires.
Determined Contribution (INDC) to be consumption to near zero level. I am
achieved by 2030: lowering greenhouse AGEL is therefore targeting 15-20 GW confident that we will lead the efforts in
gas emission intensity of its GDP by capacity by the year 2025. AGEL is the country and achieve such goal before
33‑35%; 40% of power generation investing in developing capabilities our target date, March 2025.
capacity to be based on non-fossil fuels, to provide reliable, sustainable, round
Adani Foundation continues to go about
create an additional ‘carbon sink’ of the clock green power for India’s
its objective of making a difference to
2.5-3 billion tonnes of CO2 equivalent power needs. The scale will drive
the lives of the various communities the
by increasing forest and tree cover. Our efficiency due to larger plant sizes
Group touches. Our foundation initiatives
country has continued to stick to its and hence lower costs as well as
now reach across 18 states and 2,250
promises. Recent government report enhance a deeper understanding of the
villages and towns touching over
suggests that we are well on track to technology landscape.
5,00,000 families. Along with the growth
meet two of the three targets i.e. target
AGEL - Leading India’s Renewable Energy of the business, it is this goodness that
for emission-intensity of the economy
Transformation makes our efforts meaningful.
and share of non-fossil fuel-based power
capacity, much ahead of 2030. We currently have ~2.02 GW under Growth with Goodness
operation and ~3.29 GW that is under I thank all our stakeholders for their
Recent estimates suggest that India’s
various stages of implementation. Given continued support and conviction in our
solar potential is 10,000+ GW and wind
our growth over the past three years, philosophy of Growth with Goodness. We
potential is 2,000+ GW. To effectively
AGEL is currently ranked as one of the are committed to continue our exciting
capitalise on this opportunity, the central
top 10 fastest growing global renewable journey of growth with the support and
and state governments will need to look
energy companies. The platform for guidance of our customers, employees,
beyond current programmes and policies
further accelerating our growth in shareholders, bankers, governments and
and engage all power sector participants
both the Solar and Wind sectors are the Board. We shall continue to remain
and stakeholders. AGEL is well aligned
well in place to make us one of the top an active contributor to nation building,
with the government’s recent renewable
renewable energy players in the world. adding value to our product portfolio
energy generation target which
and exploring new opportunities that
comprises 114 GW of Solar and 67 GW In our short history, AGEL has created
contribute to the growth of our business
of Wind. much higher shareholder value vis-à-vis
and the nation.
its competitors. Our focus on capability -
AGEL - Dual Role of Power Provider and
development, and our focus on scale and Regards,
Environmental Stewardship
operational efficiencies will continue to
India faces a dual challenge of not only help AGEL in further strengthening its
providing power to its 1.3 billion citizens, leadership position. Gautam Adani
especially to the 300 million without Chairman, Adani Group
access to electricity but simultaneously
13
Adani Green Energy Limited
CEO’s Message
Year in Retrospect
India is one of the fastest growing major We are committed to create a greener
economies of the world with rapid future. Our vision is to have a portfolio During FY19, we continued to maintain
urbanisation. Providing 24x7 electricity of 10 GW of RE projects by 2022. We excellent availability of our solar plants,
has remained the strong focus area for are investing to tap value-accretive at 99.63%. Our solar plants generated
the nation. With growing environmental opportunities to deliver on this goal. 3,763 million units of electricity in FY19,
concerns and India’s commitment for AGEL is the first Indian company to reach up 118% from 1,725 million units in FY18,
a cleaner tomorrow, this increasing the milestone of 4.5 GW organically. mainly due to round the year operation
demand for energy, needs to be met About 60% of this capacity is tied up of projects commissioned in Q4 of FY18.
through reliable and clean power in PPAs with NTPC and Solar Energy We recorded a CUF of 22.41% for FY19
sources. To this end, the Government Corporation of India (SECI), and the rest vs. 20.21% in FY18. We also recorded a
of India has provided a sustained policy with state DISCOMs. More recently, healthy average realisation of C 5.09 per
support for development of clean sources we have been awarded a wind project unit sold in FY19.
of energy i.e. Wind and Solar power of 130 MW and a hybrid project of
Our wind power generation capacity
plants. Our Company has remained 600 MW by SECI, taking our overall
increased to 72 MW, from 60 MW in
committed to this objective and currently portfolio to 5.3 GW.
FY18. We commissioned a 12 MW wind
operates the largest portfolio of Solar
We have also completed a 500 MW power plant in Mundra in Gujarat. Due
power plants in the country.
Solar Park in Bhadla, Rajasthan in a to certain issues at the end of O&M
The policy support as well as improved Joint Venture with Government of operator, the availability of our wind
cost competitiveness has helped in Rajasthan. The Joint Venture has started plants were down to 79.16% in FY19
increasing the share of Renewable construction of additional 1,500 MW against 88.55% in FY18. CUF in FY19 was
Energy (RE) based capacity in the Solar Park in Fatehgarh, Rajasthan. at 21.22% versus 15.87% in FY18.
overall installed power generation
During the year, we implemented RONC,
capacity to 22% in March 2019 from
connecting all our sites to a cloud-
12.9% in March 2014. India plans to
based platform provided by a European
add 500 GW of renewable energy to its
company, allowing us to remotely
electricity grid by 2030.
monitor performance of our projects.
14
Annual Report 2018-19
Corporate Overview
With real time data collection and approach to the bidding, have allowed create local employment opportunities
machine learning, our experts located us to deliver industry leading returns within our operations. We work with local
at our centralised command centre, are from our projects and a healthy organic groups to improve health, education and
Statutory Reports
able to ensure that our plants are in best pipeline of future projects. nutrition of people around our sites.
of the health and we achieve designed
We continuously focus on new Moving Ahead
performance. Having operationalised
technology evaluation to optimally We plan to commission ~ 800 MW of new
over 2 GW of renewable capacity over
configure our plant designs and capacity of wind and solar projects in FY
the years has given us tremendous
adopt value-accretive technology FY20 and balance of under construction
learning and technical capabilities which
advancements in our projects. portfolio being commissioned over the
enables us to ramp up and stabilise new
We engage and develop strategic coming two years.
capacities in shorter time period.
relationships with our suppliers to
We believe that India’s renewable energy
Financial Performance provide us with equipment suitable for
Financial Statements
sector provides us immense opportunity
On the back of higher capacity and Indian conditions.
to grow in a value-accretive manner
electricity generation, our revenue
We have a stringent project appraisal in near future. We have clear visibility
increased 39% y-o-y to C 2,058 crore in
process tied with parameters neutral for wind and solar resource rich sites
FY19. Operating EBITDA stood at C 1,710
to capital structure which focuses on of ~15 GW, with land and connectivity
crore, up 105% y-o-y. Operating EBITDA
inherent strength of the projects. We tied up for significant portion and
margin from power sales was at 90%.
target to pursue those projects where balance being tied up. This will enable
Cash profit (EBITDA minus interest
the ratio of total capital expenditure us to consistently deliver projects with
and tax) came in at C 792 crore, up 75%
expected and estimated earnings from industry leading returns.
year-on-year. On a per share basis, cash
the project before depreciation, interest
profit was C 5.06/- for FY19. AGEL’s integrated project planning,
and taxes is not more than 6.5 times.
focused approach, business and
The Company has adopted the written
We, at AGEL, believe that our team is corporate governance practices will
down value method of depreciation,
vital to the growth of our organisation generate stable and industry leading
which provides better amortisation of
and to achieve our goals. Their skills and returns, delivering enduring value
capital cost with more certain near
expertise are critical to creating and to stakeholders.
term cash flows as well as more rational
executing strategies, delivering results,
economic value realisation. This leads to I take this opportunity to thank our
building relationships and securing
PAT being negative in initial years post investors, customers, employees and
our Company’s reputation. Our human
commissioning of projects, although business partners for reposing their
resources management philosophy
available cash profit remains high. trust in the Company. Your unstinted
focuses on empowering employees with
We believe Cash Profit is a better and confidence and support have enabled
learning and development opportunities
consistent measure of our performance. us to achieve significant milestones. We
and enabling their all-round growth.
are confident that it will endow us to
We demonstrated strong ability to
Safety of our people and stakeholders not only sustain but also accelerate our
secure funding for projects from
is part of our core DNA. It is key to our growth momentum in the future.
multiple sources. We recently completed
project development and operations
refinancing for major portion of Regards,
philosophy. We continuously work to
operational projects from domestic
adopt best practices, train our people
financial institutions, and funds, as well
and improve processes with ever Jayant Parimal
as raised a Reg S/144A bond of US$ 500
changing business environment.
million from global debt investors. Chief Executive Officer
We have also rolled out several
Core Growth Factors
environment and community related
At AGEL, shareholder value accretion
initiatives during the year. For example
is core to any project development.
implementing waterless cleaning
This strategic vision drives the
solutions, to reduce usage of water in our
investments and value measures are
operations and implementing rainwater
established. Leveraging our capabilities
harvesting for a more sustainable
of site development, in-house design,
environment. Our dedicated teams
engineering, procurement and
continue to engage with communities
construction, in-house operation and
around our operations. We impart
maintenance coupled with disciplined
trainings for skill improvement and
15
Adani Green Energy Limited
Megatrends
Over the past two decades, the India is likely to account for more than Innovation, advanced materials and
energy market dynamics have evolved half the increase in Asia’s working age improved manufacturing processes
considerably with oil prices staying low population in the next decade, which are leading to improvement in Solar
due to increased supply and gas prices is likely to further boost the growing and Wind equipment, not only in their
too not indicating any uptrend. Changing disposable income. With increase efficiency but also reducing their cost.
demand patterns, coupled with climate in income, consumerism is likely to This is leading to significantly lower
change and global geopolitics, are likely grow. As white goods and vehicle capital cost and higher generation,
to dictate the market dynamics going penetration levels rise, energy demand leading to tariffs that are even lower
forward. Achievement of grid parity by will largely be shaped by this evolution than conventional sources, thereby
renewables vs. conventional energy in of the working-class population. pushing the economics towards rapid
almost all countries in the world has Robust economic growth, increase in deployment of renewables. Technology is
fundamentally changed the energy employment opportunities along the also playing a critical role in integration
mix of the globe. industrial corridors, and the government’s of renewables in conventional grids.
focus on building smart cities are likely
to accelerate the pace of urbanisation,
further boosting demand for power.
16
Annual Report 2018-19
Corporate Overview
Statutory Reports
Financial Statements
Global recognition Hybridisation of solar Move from internal
of climate change and wind energy combustion engines
and emergence of to electric vehicles
ancillary markets
Frequent environmental disturbances Variability in Solar and Wind generation Around the world, countries are rapidly
and phenomena, caused due to green has emerged as a concern in large-scale adopting electric vehicle-related
house gas emissions and resultant adoption of renewables, especially after technologies and gradually phasing
global warming, has created more it contributes a major share in the energy out fossil fuel-based vehicles as part of
visible adverse impact and experiences. mix. Hybridisation of wind and solar plant their concerted plan to combat climate
Similarly, air pollution in big cities has is developing a solution which will reduce change and rising pollution in cities.
become a cause of concern. This has this variability due to complementary For instance, some European countries
led to general public awareness and the nature of their generation profile - solar plan to phase out all fossil fuel-based
necessary political will to act on climate generation is higher during the day, cars by 2025 and some intend to stop
change and air pollution. Supported by while wind generation can be higher in manufacture of such cars. This initiative
the underlining favourable economics the night. Hybrid projects would also is expected to see more than a million
of renewable generation as well as have much higher capacity utilisation, electric cars on road by 2030.
commitment of various nations to the thus removing the intermittency
Paris Accord, there is a trend towards challenge. Such projects also enjoy On similar lines, India has taken its first
rapid adoption for renewables in the additional benefit of a reduction stride towards implementing electric
the energy mix. in costs associated with sharing mobility solutions. The Government
transmission lines. Peak balancing has proposed to discontinue the sale
through gas and hydro generation internal combustion engine based
shifting, demand management, smarter vehicles after 2030. This move is going to
grids, electric vehicles as well as storage further increase the demand of electric
solutions including battery, pumped charging stations consuming more
hydro and others are expected to renewable energy.
further help out in smoothening out
the variability cause due to nature of
renewable energy supply.
17
Adani Green Energy Limited
Strategic Priorities
Delivering on
our strategy
Strategic focus areas
Project execution
Operational excellence
18
Annual Report 2018-19
Corporate Overview
Statutory Reports
Objectives Key achievements
»» Vision to be one of the leading global »» Largest listed Indian renewable player
renewable players
»» ~4.5 GW portfolio
»» Disciplined investment decision framework to
»» ~2.0 GW operational
add incremental shareholder value
Financial Statements
»» EBITDA return on assets of more than 15% achieved
»» Drive high and predictable generation »» Stabilised solar sites are delivering near P50 generation
(Solar –P50, Wind –P75)
»» Adopted cluster level O&M approach
»» Lower cost through preventive
»» Operationalised cloud based RoNC connecting all plants
maintenance focus
»» O&M cost per MWDC (Solar) ` 4.45 lac
»» Institutionalised O&M
organisation and practices
»» Cash flow risk management »» Predictable cash flow with 100% contracted
business with long-term PPAs (~25 years)
»» Counterparty risk management
»» Over 65% (on fully completed basis) with
Government of India owned counterparties
19
Adani Green Energy Limited
Our engineering capabilities help us design Our project management team includes members
cost-efficient projects, which are backed by a with vast experience in the power sector.
thorough analysis of the land, solar radiation, Moreover, our efficient systems and processes,
grid connection infrastructure and emerging and project tracking and control mechanism
technologies. Our project design also considers are efficient in detecting any slippages and in
various factors such as the geographical location, identifying value-accretion opportunities within
climate conditions, temperature and its impact the project timeline.
on equipment, local facilities as well as potential
maintenance requirements. We thus ensure that This together ensures timely delivery of project
all our capital investments are carried out after equipment, no waiting periods, lower interest
considering and studying the risks involved. costs with minimal inventory as well as the best
pricing power for sourcing.
20
Annual Report 2018-19
Corporate Overview
Key strengths
Statutory Reports
Land acquisition Engineering
We leverage our experience in land acquisition Strong in-house design team with vast
and obtaining statutory approvals, having set up experience in renewables and transmission
large projects, and leverage the vast capabilities
Financial Statements
and experience of the Adani group in setting up Standardisation and optimisation achieved for
infrastructure projects various technologies and designs adopted for a
quick turnaround in engineering activities
Securing land in resource-rich areas near
substations to reduce cost of transmission line
and optimise generation
Procurement Construction
Influence on suppliers by virtue of large portfolio Centralised project controls using in-house
across group companies project management tools (SAP, agile and project
management tools)
Strong relationship with vendors to procure
equipment suited to our business needs Direct contracts for higher degree of control
with more stringent quality norms as well on resources, no Engineering, Procurement and
as control of BoM Construction (EPC) contracts
21
Adani Green Energy Limited
Growing with
Efficient Operations
We continue to place great emphasis on
operational management with focus on moving
from conventional reactive maintenance to
predictive maintenance.
22
Annual Report 2018-19
Corporate Overview
Statutory Reports
Maintenance strategy Spares management
Financial Statements
linked clearly to classification depending on criticality
»» Comprehensive contract »» Level set in stringent manner
management framework for ensuring optimum inventory
inverters and module »» Spares development and
»» Comprehensive AMC for switchyard indigenisation and introduced the
equipment and associated concept of Spares Pooling
transmission lines »» Adopting Annual Rate Contract for
consumable items
23
Adani Green Energy Limited
Harnessing Technology
and Digitalisation for
Operational Excellence
With major thrust on digitalisation as a key enabler for delivering
excellence, we have rolled out several initiatives including cloud
based RoNC which adopts machine learning, drones for monitoring
project progress and digital asset management for asset monitoring,
geospatial technologies for surveys and others.
We are leveraging business intelligence tools to module-level power electronics to identify issues
improve our O&M practices. We are also utilising affecting generation and real-time tilt monitoring
Radio Frequency Identification (RFID) and GPS of plants configured as North South seasonal
technologies for automated inventory control, tracking plants, enabling adoption of multiple
asset tracking and maintenance, productivity tilts to maximise generation beyond the usual
enhancement and compliance management. 2-3 angles in a year. Some of the key technology
adoption initiates include:
Our customised tools are designed for providing
consistent superior performance than industry
standards e.g. DDS for measuring soiling loss and
optimising module cleaning cycle, measuring
at our Head Office Access plant performance data anywhere (desktop and
mobile) anytime – both real time and historical data
The system is based on cloud-based European technology
that collects millions of data points from Supervisory Business intelligence
Control and Data Acquisition (SCADA) systems placed at all Leverage analytics and machine learning to improve
Adani sites and carries out analysis based on defined KPIs. operational performance to industry-leading levels
By setting up the RONC, we have achieved the following:
»» Centralisation of overall management of all Adani sites
from a single location
Waterless cleaning system
»» Data analytics and machine learning driven
decision making
»» World-class operational performance as sustainable
competitive advantage
Benefits of RONC
Fully automated operations
Minimal manual intervention reduces maintenance Reduction of water usage at our solar plants is key
cost and increased margins, Machine Learning enables for sustainable operations at Adani. We are therefore
predictive maintenance exploring various technologies involving waterless, semi-
automatic and automatic methods of module cleaning.
Proof of Concepts (POC) are consistently being conducted
24
Annual Report 2018-19
Corporate Overview
at various plants and are under intricate observation to
improve module cleaning quality and save water. We have
Standard Operating
already deployed the Eccopia-make waterless cleaning Procedures (SOPs)
system at our Kamuthi Solar Plant in Tamilnadu and semi- We have over 33 SOPs designed along with third-party
automatic module cleaning initiated at Kanasar, Rajasthan. agencies with best international practices for O&M of
Demonstrations and trials are being undertaken at various our plants. We have also deployed KPMG and Green-tech
sites where indigenous module cleaning systems such as Energy (Germany) as consultants to establish world-class
Statutory Reports
those developed based on site-specific conditions (with sustainable operation and maintenance practices to ensure
regard to undulations and climate) and automatic robotic optimum control and governance.
cleaning systems are being optimised.
Over and above these initiatives, the Company has engaged
in other new technologies.
Hot spot detection
We use drone-based aerial thermography to detect
significant temperature abnormalities such as hot spots
and hot areas on the solar panel. We then use this
Safety
Financial Statements
information to detect and replace defective modules on
Safety at work is of utmost importance to us. To strengthen
time, thus improving plant performance.
safety compliance and improve safety awareness across
the organisation, we have developed a robust digital
platform for EHS management, which actively involves
our vendors and contractors across sites and factories.
The EHS dashboard provides real-time statistics of
safety compliance.
Integrated
Management System
We have adopted Integrated Management System
certification, which includes Quality Management System,
Energy Management System, Environment Management
String-level Performance Ratio System, Asset Management System and Occupational
(PR) monitoring Health & Safety Management System.
25
Adani Green Energy Limited
People
On the back of
a skilled workforce
At AGEL, we recognise that our strength lies in our committed and
engaged workforce. We are therefore committed to developing a
truly inclusive environment where our people can maximise their
contribution. Our objective is to enable our team members to reach
their highest potential in a rapidly changing, hyper-competitive
business environment. We help them polish and upgrade their skills
and knowledge to stay ahead of the curve in today’s digital world.
We strive to reward our team members with satisfying career paths
that leverage their individual talents and appropriately incentivise
their performances.
Ensuring the safety and wellbeing of our people is of utmost importance
to us. Our continued success is rooted in maintaining a truly diverse
workforce, where every employee is respected, included, engaged and
contributes actively.
26
Annual Report 2018-19
Corporate Overview
Safety and wellbeing
At AGEL, we strive to ensure the physical and
mental wellbeing of our people. We continue to
remind our people to observe workplace safety
Statutory Reports
and exercise personal responsibility and care at
all times. We undertake trainings and awareness
activities to inculcate the responsibility of
self-safety among our people. We believe that
working as a team is the best way to achieve our
aim of zero accidents and work-related illnesses.
Financial Statements
»» Health and wellbeing programmes with
stakeholders’ inputs
»» Good communication between
all stakeholders.
»» Engage employees with
various EHS campaigns
556 546
Full-time Contract
34 years
Average age of employees
27
Adani Green Energy Limited
Environment
Prioritising environmental
protection
We conduct our business in a manner that is responsive to
the environmental and economic needs of the communities
in which we operate. We understand the intrinsic linkage
between strong economic performance and environmental
sustainability. We believe that progress can be made only
if we find a common ground between the two. We are
determined to tackle risks posed due to climate change by
improving our operations and collaborating with relevant
stakeholders. We continuously find ways to improve our
environmental stewardship, seeking greater efficiency in the
resources we use and minimising our impacts.
28
Annual Report 2018-19
Corporate Overview
Statutory Reports
Water management Air emissions
We systematically measure and monitor the We monitor our air emissions to ensure
quantity of water consumed and identify compliance with local regulations where
operations where water conservation we operate. Our policies and procedures
techniques can be implemented. We adopt enable us to notify the local authorities and,
sustainable water management techniques when required, to act as soon as possible. In
to limit our water footprint and ensure addition, we proactively evaluate innovative
Financial Statements
that no water bodies are affected due to technologies throughout our process to
our operations. We put concerted efforts reduce air emissions and assess how they
to conserve water by creating a high can be implemented across our operations.
degree of awareness at every level of our
operations and implementing various water »» Through clean energy generation, till
abatement measures. date, our facility has avoided 35,84,636
tonnes of CO2 equivalent
»» A rainwater harvesting structure has
been developed to recharge groundwater
to improve the water table
Managing our waste »» Waste management processes have
been initiated across business sites
We aim to generate less waste, and
to address the challenges related to
strive to reuse and recycle materials
environment protection and the health
for the same purpose or for secondary
of the population
use. Our sites comply with all applicable
EHS requirements to ensure that any
materials are sent for disposal in the most
environmentally sound manner.
29
Adani Green Energy Limited
The Adani Foundation is the CSR, special projects, namely SuPoshan, Kawai, Adani DAV Public School in
sustainability and community outreach Swachhagraha, Saksham and Udaan. Dhamra and Navchetan Vidyalaya
arm of Adani Group. Established in in Hazira provide subsidised quality
1996, the Foundation aligns its mission education to more than 2,600
with the Group philosophy of ‘Growth students annually
with Goodness’. The Foundation 1. Education »» The Adani Foundation also
is committed to the cause of the
Children are the future of the nation provides quality education to
deprived and underprivileged and has
and education is the most effective 100,000 children through 600
been working relentlessly across 2,250
tool for transformation, and thus the schools and balwadis
villages in 18 states to uplift the lives
most effective way of developing
of 3.2 million people a year with a 1.1 NABET Accreditation for
a better society and a prosperous
multi-faceted approach. Adani schools
nation. To contribute to a better,
educated India, the Adani Foundation NABET under Quality Council of
The Adani Foundation works in
is undertaking the following initiatives: India (QCI) certified Adani Vidya
four key areas—Education, Health,
Mandir, Ahmedabad (AVMA) as an
Sustainable Livelihood Development »» Adani Vidya Mandirs (AVMs) are
‘NABET-Accredited School’, thus
and Community Infrastructure schools that impart free-of-
making AVMA the first cost-free school
Development—while aligning with cost quality education to more
in India and the first private school in
the Sustainable Development Goals than 2,100 underprivileged
Ahmedabad city to achieve this feat.
(SDGs). Focusing on inclusive and students annually
sustainable growth of society, the AVMs are providing completely
»» Adani Public School in Mundra,
Foundation emphasises on long-term cost-free quality education to 2,100
Adani Vidyalayas in Tirora and
behaviour change processes through
30
Annual Report 2018-19
Corporate Overview
meritorious students from the provided to the needy people on a
economically weaker section of the daily basis. These clinics, operating
society. These schools are operational 2. Community health in Mundra, Anjar and Mandvi in
in Ahmedabad (Gujarat), Bhadreshwar Gujarat, are an important step by the
The Adani Foundation firmly believes
(Gujarat) and Surguja (Chhattisgarh). Foundation to ensure that quality
Statutory Reports
that ensuring and improving the
The students are also provided with medical services are made accessible
overall health of the citizens can
transportation, uniform, textbooks, to the rural populace. 33,674
directly result in the economic growth
notebooks and meals, the cost of treatments were provided through
of the nation. Healthy people can
which are completely borne by these rural clinics.
leverage the growth opportunities
the Foundation.
made available to them and
2.3 Health cards to senior
Adani Foundation introduced ‘Coding charter a better future, while also
citizens and medical insurance
Sandpit’ in all the AVMs in partnership contributing to the development of
with Cambridge University Press, UK. the nation. To bring healthcare to The Vadil Swasthya Yojana is a
Coding Sandpit is a type of teaching the remotest regions of the country, scheme under which health cards
Financial Statements
that focuses on problem-solving, the Foundation has undertaken the are provided to senior citizens from
computational thinking and critical following initiatives: socio-economically marginalised
reasoning skills. This is the first time sections. The main objective of this
in India that a structured coding »» 17 Mobile Health Care Units scheme is to make timely healthcare
curriculum is launched in schools. (MHCUs) attending to more than services available to senior citizens.
3,20,000 patients annually Under this scheme, senior citizens
Adani Public School, Mundra is
with family income of less than
now the first school in Kutch and »» 12 rural clinics treating more than
C 2,00,000 per annum are provided
Saurashtra regions to receive the 30,000 patients annually
with green cards through which they
NABET Accreditation. With this
»» Various medical health camps can avail free healthcare services
achievement, Adani Schools have
providing diagnostic and treatment amounting to C 50,000 for a period
created a benchmark in educational
facilities to more than 51,000 of three years. Senior citizens with
excellence for others to follow.
patients annually family income of more than C 2,00,000
1.2 Project Utthan per annum are given blue cards,
»» Treatments provided to over
which allows them to avail healthcare
The Government of Gujarat approved 4,00,000 people annually
services at the Adani Hospitals at
Adani Foundation’s proposal to adopt
2.1 Mobile health care units highly subsidised rates. This scheme is
17 Government Primary Schools in the
currently offered in Mundra, Gujarat. A
Mundra taluka in Gujarat covering The MHCUs are operated by the
total of 10,161 treatments were availed
seven villages, namely Zarpara, Navinal, Adani Foundation nationally with the
by 8,599 cardholders.
Shiracha, Nanakapaya, Tunda, Wandh objective of providing basic healthcare
and Dhrub on 25th May, 2018. For facilities to the remotest rural areas
2.4 Medical camps
the academic year 2018-19, 2,598 and underserved communities.
students benefited directly and are a These facilities include diagnostics,
step closer to better careers. medicines, free-of-cost consultation
and referrals by certified doctors at the
1.3 Gyanodaya Project doorstep of community members. The
efforts made by the Foundation helps
In partnership with the District
patients save cost on consultation
Administration and Eckovation
fees, medicines and travel, and reduce
Solutions Pvt. Ltd., the Foundation
the possibility of losing livelihood due
launched the Gyanodaya Project in
to weak connectivity to the public
August 2018 to promote e-learning
healthcare system.
through ‘smart’ classes. The project
covers 157 government schools in
As many as 3,37,853 treatments were
nine blocks across 200 villages of
provided exclusively through MHCUs.
Godda district of Jharkhand, reaching The Adani Foundation regularly
out to 65,000 students studying in conducts various general and
2.2 Rural clinics
8th to 12th standards. specialised medical camps in and
The Adani Foundation also operates around its operational locations for the
numerous Rural Health Clinics where benefit of local communities. At these
cost-free healthcare services are
31
Adani Green Energy Limited
32
Annual Report 2018-19
Corporate Overview
3.3 Machhimar Ajivika Uparjan backgrounds so that they get an Community infrastructure bears a
Yojana opportunity to excel in football at direct impact on the standard of
the district, state and national levels. living and the micro economy of the
The Ajivika Uparjan Yojana was
These promising players are selected community. The Adani Foundation
implemented to promote and support
from the district of Surguja by a team has worked towards improving the
Statutory Reports
alternative livelihoods among the
of coaches, physiotherapists and infrastructure in numerous rural areas.
fisher-folk communities during the
support staff at the Academy.
non-fishing months. The Adani
»» 20 check dams built and 320 ponds
Foundation introduced Mangrove
deepened, increasing water storage
Nursery Development and Plantation
capacity to 34,39,235 m3
in the area as an alternative
income-generating activity for the »» 8 schools constructed and
people of the region. Both men and numerous government schools’
women received training on mangrove infrastructure upgraded
plantation, moss cleaning, and other
Financial Statements
»» More than 683 residential units
such areas. The Adani Foundation
constructed and repaired for Below
provided them with employment
Poverty Line (BPL) families and the
equivalent to 6,261 person-days.
fisherfolk community
Till date, employment worth 35,787
person-days has been provided. »» Around 330 potable water facilities
made available to villagers
3.4 Animal husbandry Notable achievements of the
4.1 Free residential school for
Academy this year are:
Cattle are indispensable for a farming tribal children
community. Most of the families in
»» 6 players participated in the The Adani Foundation has joined
the villages in and around Hazira keep
National Football Tournament in hands with the Kalinga Institute of
cows and buffaloes for milk as well as
the U-14 age group Social Sciences (KISS) at Baripada,
for manure. Since the farmers lacked
Odisha in setting up a residential
information about their maintenance »» 9 players participated in the
school (from Class I to X) with an aim
and upkeep, the majority of animals National Football Tournament in
to provide cost-free quality education
in the area had low productivity. This the U-19 age group
for the tribal children of the region.
project started with an objective
»» The Academy was the winner The Foundation has already released
of improving the breed of these
of Surguja Football League its first installment of funds to KISS
animals through various support and
for the third time for the first phase of infrastructure
services, which include:
development work. The school is
expected to become operational soon.
»» Artificial insemination
»» Infertility treatment 4. Community
»» Deworming infrastructure
»» Feedstock demonstration development
»» Vaccinations
A total of six livestock development
centres have been established to
reach out to the rural cattle breeders,
covering more than 10,000 families
across four locations.
33
Adani Green Energy Limited
Special Projects
65%. The Foundation carried out the anti-littering attitude among the
following activities under SAKSHAM: masses. This programme has four
major components, the first being the
»» SAKSHAM Udyamiyta Kendra School Intervention Programme (SIP).
UDAAN
This component aims at creating a
»» A women entrepreneurship group
Project Udaan is an inspiration tour brigade of Swachhagrahis who will
named Saksham Udhyamiyta
and a learning-based initiative focused influence three generations. Through
Kendra (SEC) has been successfully
on the young minds of our nation. SIP, we have reached out to 5,700
running centres at Motiya,
Under this project, an exposure tour schools across 19 states and have
Dumariya and Basantpur villages.
is organised where school children more than 80,000 swachhagraha
These centres provide tailoring
are given a chance to visit the Adani dal members, spreading the message
techniques to the enrolled
Group facilities such as Adani Ports, further to 26,50,000 students.
members of the sewing group with
Adani Power and Adani Wilmar
support from the Adani Foundation.
facilities at Mundra, Hazira, Kawai, The Foundation supports the Youth
During the year, these groups
Tiroda, Dhamra and Udupi, to get an Intervention Programme in working
have made a turnover of ` 1.76 lac
insight into the large-scale business with university students to spread the
from tailoring.
operations and thus get inspired to Swachhagraha message further.
dream big in life. »» The District Administration, Godda
in Jharkhand has entrusted our The integration of Swachhagraha with
Around 3,00,000 young students have SAKSHAM trainees with stitching Adani Group companies and other
visited our facilities so far, across all and delivering 3,02,000 pairs of activities of the Adani Foundation
locations. This year, more than 47,124 uniform for government schools aims at leveraging existing projects
children took part in the project. students between standards I to X and opportunities to reach out to
The exercise stimulates the young for the academic session 2019-20. larger masses.
minds to dream big and help them This is a big step towards making
become entrepreneurs, innovators 1,000 trained women economically Swachhagraha reached out to 12 crore
and achievers of tomorrow, and thus independent and this has brought a citizens, encouraging them to take
play an active role in the process of ray of hope in their lives. personal responsibility of maintaining
nation-building. cleanliness at public places and
»» The Adani Foundation has set up a
be Swachhagrahis.
mass production centre with 100
Industrial Sewing Machines at ITI
Siktia to support these women in
fulfilling their commitment with
the District Education Department.
SAKSHAM
Over 700 women are engaged
SAKSHAM or the Adani Skill at 11 Uniform Production cum
Development Centre (ASDC) is a Training Centres spearheaded by
non-for-profit organisation that was Phoolo Jhano Saksham Aajeevika
SUPOSHAN - For a healthy
registered in May 2016. It focuses Sakhi Mandal. These women have
growing nation
on skill development activities to collectively earned over C 10,42,542
contribute towards nation-building in FY19 through this initiative. Malnutrition and anaemia are
by bridging the skill gap demand and intergenerational in nature,
supply, in the line with Government which prevents our society from
of India’s Skill India Mission. ASDC achieving its true potential in
has partnered with the National Skill many spheres. Malnutrition results
Development Corporation (NSDC) and from a poor diet, lack of food, poor
has trained more than 31,030 youth sanitation and hygiene practices,
(20,800 in FY19) in over 40 courses coupled with low literacy levels,
at 65 centres across eight states of SWACHHAGRAHA especially among women.
India. It takes a four-step approach to
Swachhagraha, inspired by the
skilling every individual – Mobilising, Malnutrition during childhood can
Satyagraha movement, is a project
Counselling, Training and Post-training lead to long-term health problems
dedicated towards creating a culture
support. The job-oriented and and to educational challenges and
of cleanliness by bringing about a
hands-on skilling programmes ensured limited work opportunities in future.
behavioural change and promoting
a livelihood generation ratio of about Malnutrition and anaemia among
34
Annual Report 2018-19
Corporate Overview
children, adolescent girls and women
Disaster relief Awards and
in India is an alarming phenomenon.
This warrants an immediate and activities: Kerala Recognitions
multi-pronged approach to tackle the
issue and break the vicious chain.
flood relief • Adani Skill Development Centre
Statutory Reports
received the Special Jury
APSEZ contributed C 25 crore to
Recognition Award at the Indian
SuPoshan targets children under 0-5 the Kerala Chief Minister’s Distress
Chamber of Commerce Social
years of age, adolescent girls, pregnant Relief Fund to aid the state in its
Impact Awards in Kolkata.
women, lactating mothers and women herculean task of reconstruction and
in the reproductive age, with special rehabilitation in the aftermath of the • Dr. Priti Adani received the Banas
emphasis on the latter two target devastating floods in August 2018. The Ratna Award. The award, held each
groups. ‘SuPoshan Sangini’ is a village cheque was handed over to the Kerala year, is given to people belonging
health volunteer who plays a pivotal Chief Minister on August 23, 2018. to or having roots in Banaskantha
role in spreading awareness, giving region and having worked in the
Financial Statements
referrals and promoting behavioural As soon as heavy rains started pouring area’s community service and
change among the target groups to in unabated, relief kits were distributed nation-building process.
achieve the project objectives. to 1,500 flood affected people in
• GAIMS, Bhuj, received the
Ranni Taluk of Pathanamthitta.
Kayakalp Award by the Health
Currently, 588 Sanginis are working The relief group comprising
and Family Welfare Department,
in 1,209 villages and municipal wards employees, and Adani Foundation
Government of Gujarat.
across the country and providing teams and volunteers reached
services to 3,00,750 households. out to the villages of Kokkathode, • Adani Vizhinjam Port Pvt. Ltd.
Mundanplavu, Nellikkampara and won the TMA - Terumo Penpol
Expansion of Project Suposhan
Kottampara Kurisadi Junction in CSR Award 2018 in recognition of
Encouraged by the success of Project
Aruvapulam Panchayath; Thekkemala, its CSR excellence.
SuPoshan at 14 locations covering
Vanchipramala, Catholic church
approximately 5,00,000 population, • SuPoshan won the BSNL Dainik
and St. George Orthodox Church in
the Company decided to double the Jagran CSR Awards in the
Mallappuzhasseri Panchayat; and
coverage areas by adding six more Health category.
Mangaram and Maroor villages in
locations, namely Tharad and Narmada
Konni. Each relief kit contained rice, • SuPoshan has been awarded with
in Gujarat, Varanasi in Uttar Pradesh,
rice flakes, biscuits, bathing soap, the esteemed PublicAffairsAsia
Saoner in Maharashtra, Haldia in West
washing soap, toothpaste, toothbrush, (PAA) Gold Standard Award
Bengal and Bundi in Rajasthan.
candles, matchbox, lungi, nightclothes for Corporate Citizenship
Key achievements of Project and cloth bags. (Community Relations).
Suposhan during the year:
• SuPoshan won the Silver Award
Malnutrition The Adani Foundation also pressed
at the 53rd SKOCH State of
into service its MUH in Kozhancherry,
»» 3,320 children who were identified Governance Summit 2018
equipped with a doctor, pharmacist
as SAM are now in MAM
and social worker, besides medicines • Adani Vizhinjam Port Pvt. Ltd. won
»» 8,562 children who were and stationed it at the relief the Indywood CSR Award.
identified as MAM are now in camps. More than 1,000 patients
• Ek Kaam Desh ke Naam
the Healthy state in different camps were provided
organisation in Delhi was awarded
medical assistance.
»» 6,80 SAM children with signs of the Platinum Award to Senior
complications were referred to NRC Citizen’s Health Card Scheme of
Cleaning residential premises,
Adani Foundation at Mundra.
»» 1,037 SAM children without signs community places and schools, among
of complication were provided with others were of paramount importance • Adani Skill Development Centre
Energy Dense Nutritious Food as the flood water receded. This received a commemoration
would prevent spreading of diseases certificate on November 1,
Anaemia
and help the premises become 2018 in recognition of its
»» The anaemia levels of 2,149 usable again. Cleaning works were outstanding contribution and
adolescent girls has improved carried out in schools, hospitals and a certificate of merit for Best
pathways with a team of 52 members, Vocational Training Provider
»» The anaemia levels of 3,105
including the Adani Foundation (VTP) -Training by ASSOCHAM.
women of the reproductive
team, other Company staff and
age group improved
community volunteers.
35
Adani Green Energy Limited
Corporate Information
Board of Directors
Mr. Sandeep Singhi Dr. Raaj Kumar Sah Mrs. Sushama Oza
Additional Director Director Director
(w.e.f. October 29, 2018) (w.e.f. May 01, 2018) (w.e.f. May 24, 2018)
The Ministry of Corporate Affairs has taken a ‘Green Initiative in the Corporate Governance’ by
allowing paperless compliances by the companies and has issued circulars stating that service of
notice / documents including Annual Report can be sent by e-mail to its members. To support this
green initiative of the Government in full measure, members who have not registered their e-mail
addresses, so far, are requested to register their e-mail addresses, in respects of electronic holding
with the Depository through their concerned Depository Participants.
36
Statutory
Reports
& Financial
Statements
Statutory Reports
38 Directors' Report and Annexure
58 Management Discussion and Analysis
66 Corporate Governance Report
90 Business Responsibility Report
Financial Statements
100 Standalone
159 Consolidated
Adani Green Energy Limited
Directors’ Report
Dear Shareholders,
Your 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”).
ursuant to the Scheme of Arrangement among Adani Enterprises Limited (AEL”) and Adani Green Energy Limited (the “Company”) and their
1. P
respective shareholders and creditors, as sanctioned by the Hon’ble National Company Law Tribunal, bench, at Ahmedabad 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: Earnings per share stood at ` (3.57) on face value of ` 10 each.
Consolidated Financial Performance of the Company:
Operational Highlights:
Your Company has recorded total income to the tune
Your Company is the only large listed pure play Renewable
of ` 2,05,798.31 Lakhs during the financial year 2018-19
Power producer in India with a current Indian project portfolio
compared to ` 1,48,028.22 Lakhs in the corresponding
of 4,560 MWac, on consolidated basis, with operational
previous financial year.
portfolio of 2,020 MWac and balance 2,540 MWac under
construction. The projects of your Company are set up at 57
During the year, your Company generated earnings before
locations spread across 11 states in India. The plants' average
interest, depreciation and tax (EBIDTA) of ` 1,59,491.63
availability for the current year was 99.00% as compared
Lakhs compared to ` 88,463.08 Lakhs in the previous year.
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
Net Loss for the financial year 2018-19 is ` 47,505.59 Lakhs
previous year and for Wind during the year was 25.89% as
as compared to Loss of ` 13,751.58 Lakhs in the previous
compared to 22.35% in the previous year. Your Company has
financial year.
38
Annual Report 2018-19
Corporate Overview
operationalized Remote Operation Nerve Centre (“RONC”) at The details of investment made during the year under review
Ahmedabad and connected to all the plants. are disclosed in the financial statements.
Standalone Financial Performance: Subsidiaries, Joint Ventures and Associate Companies:
Your Company has recorded total income to the tune Your Company had 39 (direct and indirect) subsidiaries and 1
of ` 31,812.67 Lakhs during the financial year 2018-19 Joint Venture as on March 31, 2019.
Statutory Reports
compared to ` 1,71,875.87 Lakhs in the corresponding
previous financial year. During the year under review, the following changes have
taken place in Subsidiaries, Joint Venture, Associate
During the year, your Company generated earnings before Companies and LLPs:
interest, depreciation and tax (EBIDTA) of ` 25,741.59 Lakhs
Formation / Acquisition of Subsidiary / Associate /
as compared to ` 8,815.01 Lakhs in the previous year.
Joint Venture Companies:
1. Kodangal Solar Parks Private Limited (balance 51% of
Net loss for the financial year 2018-19 is ` 3,498.38 Lakhs as
Equity Shares were acquired by the Company on January
compared to ` 4,621.511 Lakhs in the previous financial year.
Financial Statements
11, 2019. Accordingly, KSPPL became Wholly-owned
Subsidiary of the Company);
Earnings per share stood at ` (0.32) on face value
of ` 10/- each.
2. Adani Renewable Energy (MH) Limited;
Share Capital:
3. Adani Renewable Energy (TN) Limited (Wholly-owned
Upon the Scheme of Arrangement among Adani Enterprises
Subsidiary of Adani Green Energy (MP) Limited, which
Limited and Adani Green Energy Limited and their respective
is a Wholly-owned Subsidiary of the Company);
shareholders and creditors, coming into effect from April 01,
2018, the Company had issued 761 Equity Shares of ` 10/-
4. Adani Renewable Energy (KA) Limited;
each to shareholders of Adani Enterprises Limited against
every 1,000 Equity Shares held by them. Accordingly,
5. Adani Renewable Energy (GJ) Limited (Wholly-owned
64,96,89,000 Equity Shares held by Adani Enterprises
Subsidiary of Adani Green Energy (MP) Limited, which
Limited in the Company alongwith its nominees were
is a Wholly-owned Subsidiary of the Company);
cancelled and 83,69,55,473 Equity Shares were issued by
the Company on April 08, 2018.
6. Adani Renewable Energy (RJ) Limited (Wholly-owned
Subsidiary of Mahoba Solar (UP) Private Limited, which
Post allotment and as on March 31, 2019, the paid-up share
is a Wholly-owned Subsidiary of the Company);
capital of the Company is ` 1564,01,42,800/- comprising of
156,40,14,280 Equity Shares of ` 10/- each.
7. Prayatna Developers Private Limited (acquired by virtue
of Scheme of Arrangement among Adani Enterprises
Listing of the Equity Shares:
Limited and Adani Green Energy Limited and their
The Equity Shares of your Company got listed on BSE Limited,
respective shareholders and creditors);
Mumbai and the National Stock Exchange of India Limited,
Mumbai on June 18, 2018.
8. Adani Renewable Energy Park Limited;
Dividend:
9. Adani Renewable Energy Park Rajasthan Limited (Joint
In view of growth paradigm and accumulated losses on
Venture of Adani Renewable Energy Park Limited with
standalone basis, your Directors have not recommended any
Government of Rajasthan)
dividend on Equity Shares for the year under review.
10. Adani Renewable Energy Park (Gujarat) Limited;
Fixed Deposits:
During the year under review, your Company has not
11. Adani Wind Energy (GJ) Limited;
accepted any fixed deposits within the meaning of Section
73 of the Act read with rules made there under.
12. Adani Saur Urja (KA) Limited (Wholly-owned Subsidiary
of Mahoba Solar (UP) Private Limited, which is a
Particulars of loans, guarantees or investments:
Wholly-owned Subsidiary of the Company);
The provisions of Section 186 of the Act, with respect to a
loan, guarantee or security is not applicable to the Company
13. Adani Wind Energy (TN) Limited (Wholly-owned
as the Company is engaged in providing infrastructural
Subsidiary of Mahoba Solar (UP) Private Limited, which
facilities which is exempted under Section 186 of the Act.
is a Wholly-owned Subsidiary of the Company);
39
Adani Green Energy Limited
14. Adani Green Energy One Limited (Wholly-owned during business hours. The financial statements of the
Subsidiary of Adani Renewable Energy Park (Gujarat) subsidiary companies shall also be kept for inspection by
Limited, which is a Wholly-owned Subsidiary any shareholder/s during working hours at the Company’s
of the Company); registered office and that of the respective subsidiary
companies concerned. In accordance with Section 136 of
15. Adani Green Energy Two Limited; the Companies Act, 2013, the audited financial statements,
including consolidated financial statements and related
16. Adani Green Energy Three Limited (Wholly-owned information of the Company and audited accounts of
Subsidiary of Adani Renewable Energy Park (Gujarat) each of its subsidiaries, are available on our website,
Limited, which is a Wholly-owned Subsidiary www.adanigreenenergy.com. Details of developments of
of the Company); subsidiaries of the Company are covered in the Management’s
Discussion and Analysis Report forms part of this Report.
17. Adani Green Energy Four Limited;
Directors and Key Managerial Personnel:
18. Adani Green Energy Five Limited (Wholly-owned Director retiring by rotation
Subsidiary of Adani Renewable Energy Park (Gujarat) Pursuant to the requirements of the Act and Articles of
Limited, which is a Wholly-owned Subsidiary Association of the Company, Mr. Rajesh S. Adani (DIN:
of the Company); 00006322) is liable to retire by rotation and being eligible
offers himself for re-appointment. The Board recommends
19. Adani Green Energy Pte Limited; the appointment of Mr. Rajesh S. Adani as Director of
the Company retiring by rotation.
20. Adani Phuoc Minh Wind Power Company Limited;
During the year under review
Mr. Jayant Parimal, Managing Director and Mr. Jay Shah,
21. Adani Phuoc Minh Solar Power Company Limited;
Independent Director of the Company, had resigned from
the Board of Directors with effect from May 07, 2018 and
22. Adani Solar USA Inc.;
May 24, 2018, respectively. The Board places on record its
sincere appreciation for the valuable services and guidance
23. Adani Green Energy (Australia) Pte Limited
rendered by them during the tenure of their Directorship.
(Wholly-owned Subsidiary of Adani Green Energy
Pte Limited, which is a Wholly-owned Subsidiary
The Board appointed Mr. Jayant Parimal as Chief Executive
of the Company);
Officer and Key Managerial Personnel of the Company with
effect from May 07, 2018.
24. Adani Green Energy (US) Pte Limited (Wholly-owned
Subsidiary of Adani Green Energy Pte Limited, which is
Mr. Sagar Adani, Executive Director (DIN: 07626229) of
a Wholly-owned Subsidiary of the Company); and
the Company was appointed as an Additional Director and
Executive Director of the Company for a period of five years
25. Adani Green Energy (Vietnam) Pte Limited
w.e.f October 31, 2018 subject to the approval of shareholders
(Wholly-owned Subsidiary of Adani Green Energy
of the Company.
Pte Limited, which is a Wholly-owned Subsidiary
of the Company)
Mr. Sandeep Singhi (DIN: 01211070) was appointed as an
Additional Director (Non-Executive & Independent Director)
Cessation of Subsidiary Companies: None
of the Company, with effect from October 29, 2018. As an
Pursuant to the provisions of Section 129, 134 and 136 of
Additional Director, he holds office upto ensuing Annual
the Act read with rules made thereunder and Regulation
General Meeting. The Company has received notice from
33 of the Listing Regulations, the Company has prepared
a member under Section 160 of the Companies Act, 2013
consolidated financial statements of the Company and
proposing his appointment as Director of the Company.
its subsidiaries and a separate statement containing the
salient features of financial statement of subsidiaries,
In accordance with the provisions of Section 149 of
joint ventures and associates in Form AOC-1 forms part of
the Companies Act, 2013, Mr. Sandeep Singhi is being
this Annual Report.
appointed as an Independent Director to hold office as per
his tenure of appointment as mentioned in the Notice of the
The annual financial statements and related detailed
ensuing Annual General Meeting of the Company.
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
40
Annual Report 2018-19
Corporate Overview
Pursuant to the provisions of Section 149 of the Companies f. that proper systems to ensure compliance with the
Act, 2013, Dr. Raaj Kumar Sah and Mrs. Sushama Oza were provisions of all applicable laws were in place and were
appointed as Independent Directors at the Annual General adequate and operating effectively.
Meeting of the Company held on August 07, 2018. The terms
and conditions of appointment of Independent Directors are Number of Board Meetings:
Statutory Reports
as per Schedule IV of the Act. The Board of Directors met 5 (five) times during the year
under review. The details of board meetings and the
The Company has received declarations from all the attendance of the Directors are provided in the Corporate
Independent Directors of the Company confirming that Governance Report which forms part of this Report.
they meet with the criteria of independence as prescribed
in Section 149(6) of the Act and Regulation 16(1)(b) of the Independent Directors and their Meeting:
Listing Regulations and there has been no change in the The Independent Directors met on February 07, 2019,
circumstances which may affect their status as independent without the attendance of Non-Independent Directors and
director during the year. members of the Management. The Independent Directors
Financial Statements
reviewed the performance of Non-Independent Directors
The Board recommends the appointment / re-appointment and the Board as a whole; the performance of the Chairman
of above Directors for your approval. of the Company, taking into account the views of Executive
Directors and Non-Executive Directors and assessed the
Brief details of Directors proposed to be appointed / quality, quantity and timeliness of flow of information
re-appointed as required under Regulation 36 of the between the Company Management and the Board that
SEBI (Listing Obligations and Disclosure Requirements) is necessary for the Board to effectively and reasonably
Regulations, 2015 is provided in the Notice of the Annual perform their duties.
General Meeting.
Board Evaluation:
Directors’ Responsibility Statement: The Board adopted a formal mechanism for evaluating
Pursuant to Section 134(5) of the Act, the Board of Directors, its performance and as well as that of its Committees
to the best of their knowledge and ability, state the following: and individual Directors, including the Chairman of the
Board. The exercise was carried out through a structured
a. that in the preparation of the annual financial evaluation process covering various aspects of the Boards'
statements, the applicable accounting standards have functioning such as composition of the Board & committees,
been followed along with proper explanation relating to experience & competencies, performance of specific duties
material departures, if any; & obligations, contribution at the meetings and otherwise,
independent judgement, governance issues etc.
b. that such accounting policies have been selected and
applied consistently and judgements and estimates Policy on Directors’ Appointment and Remuneration:
have been made that are reasonable and prudent so The Company’s policy on directors’ appointment and
as to give a true and fair view of the state of affairs of remuneration and other matters provided in Section 178(3) of
the Company at the end of the financial year and of the the Act is available on the website of the Company at http://
profit and loss of the Company for that period; www.adanigreenenergy.com/investor/investordownload
c. that proper and sufficient care has been taken for Internal Financial control system and their adequacy:
the maintenance of adequate accounting records The details in respect of internal financial control and their
in accordance with the provisions of the Act for adequacy are included in the Management Discussion &
safeguarding the assets of the Company and for Analysis, which forms part of this report.
preventing and detecting fraud and other irregularities;
Risk Management:
d. that the annual financial statements have been The Board of the Company has formed a risk management
prepared on a going concern basis; committee to frame, implement and monitor the risk
management plan for the Company. The committee is
e. that proper internal financial controls were in place responsible for reviewing the risk management plan and
and that the financial control were adequate and were ensuring its effectiveness. The audit committee has
operating effectively; additional oversight in the area of financial risks and controls.
41
Adani Green Energy Limited
42
Annual Report 2018-19
Corporate Overview
hold office till the conclusion of the Annual General Meeting Conservation of Energy, Technology Absorption,
(AGM) of the Company to be held in the calendar year 2023. Foreign Exchange Earnings and Outgo:
The information on conservation of energy, technology
The Notes to the financial statements referred in the Auditors absorption and foreign exchange earnings and outgo
Report are self-explanatory. There are no qualifications stipulated under Section 134(3)(m) of the Act read with rule
Statutory Reports
or reservations or adverse remarks or disclaimers given by 8 of The Companies (Accounts) Rules, 2014, as amended
Statutory Auditors’ of the Company and therefore do not from time to time is annexed to this Report as Annexure - D.
call for any comments under Section 134 of the Companies
Act, 2013. The Auditors’ Report is enclosed with the financial Acknowledgement:
statements in this Annual Report. Your Directors are highly grateful for all the guidance,
support and assistance received from the Government
Secretarial Audit Report: of India, Government of all the states where our power
Pursuant to the provisions of Section 204 of the Companies projects are established, Financial Institutions and Banks.
Act, 2013 and the rules made thereunder, the Company Your Directors thank all shareholders, esteemed customers,
Financial Statements
has re-appointed M/s. Chirag Shah & Associates, Practicing suppliers and business associates for their faith, trust and
Company Secretaries to undertake the Secretarial Audit of confidence reposed in the Company.
the Company. The Secretarial Audit Report for FY2018-19 is
annexed, which forms part of this report as Annexure - B. Your Directors wish to place on record their sincere
There were no qualifications, reservation or adverse remarks appreciation for the dedicated efforts and consistent
given by Secretarial Auditors of the Company. contribution made by the employees at all levels, to ensure
that the Company continues to grow and excel.
Secretarial Standards:
Your Directors confirm that the Secretarial Standards issued
by the Institute of Company Secretaries of India, have
been complied with. For and on behalf of the Board of Directors
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.
43
Adani Green Energy Limited
44
Annual Report 2018-19
Corporate Overview
% of
Holding/ Subsidiary/ Applicable
Sr No. Name and address of the Company CIN/ GLN/ LLPIN shares
Associate Section
held
7. Rosepetal Solar Energy Private Limited U70101GJ2015PTC083588 Subsidiary 100 2(87)
Adani House, 56, Srimali Society, Navrangpura,
Statutory Reports
Ahmedabad-380009
8. Mahoba Solar (UP) Private Limited U40106GJ2016PTC086536 Subsidiary 100 2(87)
Adani House, Nr. Mithakhali Six Roads,
Navrangpura, Ahmedabad-380009
9. Gaya Solar (Bihar) Private Limited U40106GJ2016PTC086542 Subsidiary 100 2(87)
Adani House, Nr. Mithakhali Six Roads,
Navrangpura, Ahmedabad-380009
10. Kodangal Solar Parks Private Limited U40300TG2015PTC100216 Subsidiary 100 2(87)
"Aparna Crest", 4th Floor, Road no. 2, Banjara Hills,
Financial Statements
Hyderabad-500034, Telangana
11. Adani Renewable Power LLP AAI-9408 Subsidiary 100 2(87)
Adani House, Nr. Mithakhali Six Roads,
Navrangpura, Ahmedabad-380009
12. Adani Renewable Energy (MH) Limited U40300GJ2018PLC101944 Subsidiary 100 2(87)
Adani House, 56, Srimali Society, Navrangpura,
Ahmedabad-380009
13. Adani Renewable Energy (KA) Limited U40108GJ2018PLC102097 Subsidiary 100 2(87)
Adani House, 56, Srimali Society, Navrangpura,
Ahmedabad-380009
14. Adani Renewable Energy Park Limited U40106GJ2015PLC082625 Subsidiary 100 2(87)
Adani House, 56, Srimali Society, Navrangpura,
Ahmedabad-380009
15. Adani Wind Energy (GJ) Limited U40108GJ2018PLC103698 Subsidiary 100 2(87)
Adani House, 56, Srimali Society, Navrangpura,
Ahmedabad-380009
16. Adani Renewable Energy Park (Gujarat) Limited U40106GJ2015PLC082724 Subsidiary 100 2(87)
Adani House, 56, Srimali Society, Navrangpura,
Ahmedabad-380009
17. Adani Green Energy Two Limited U40106GJ2019PLC106779 Subsidiary 100 2(87)
Adani House, 56, Srimali Society, Navrangpura,
Ahmedabad-380009
18. Adani Green Energy Four Limited U40106GJ2019PLC106874 Subsidiary 100 2(87)
Adani House, 56, Srimali Society, Navrangpura,
Ahmedabad-380009
19. Ramnad Solar Power Limited U40106GJ2015PLC083404 Step down 100 2(87)
Adani House, Nr. Mithakhali Six Roads, Subsidiary
Navrangpura, Ahmedabad-380009
20. Kamuthi Solar Power Limited U40106GJ2015PLC083399 Step down 100 2(87)
Adani House, Nr. Mithakhali Six Roads, Subsidiary
Navrangpura, Ahmedabad-380009
21. Ramnad Renewable Energy Limited U40300GJ2015PLC083427 Step down 100 2(87)
Adani House, Nr. Mithakhali Six Roads, Subsidiary
Navrangpura, Ahmedabad-380009
22. Kamuthi Renewable Energy Limited U40100GJ2015PLC083451 Step down 100 2(87)
Adani House, Nr. Mithakhali Six Roads, Subsidiary
Navrangpura, Ahmedabad-380009
23. Wardha Solar (Maharashtra) Private Limited U40106GJ2016PTC086499 Step down 100 2(87)
Adani House, Nr. Mithakhali Six Roads, Subsidiary
Navrangpura, Ahmedabad-380009
45
Adani Green Energy Limited
% of
Holding/ Subsidiary/ Applicable
Sr No. Name and address of the Company CIN/ GLN/ LLPIN shares
Associate Section
held
24. Kilaj Solar (Maharashtra) Private Limited U40106GJ2016PTC085576 Step down 100 2(87)
Adani House, Nr. Mithakhali Six Roads, Subsidiary
Navrangpura, Ahmedabad-380009
25. Adani Renewable Energy (TN) Limited U40106GJ2018PLC102112 Step down 100 2(87)
Adani House, 56, Srimali Society, Navrangpura, Subsidiary
Ahmedabad-380009
26. Adani Renewable Energy (GJ) Limited U40109GJ2018PLC102187 Step down 100 2(87)
Adani House, 56, Srimali Society, Navrangpura, Subsidiary
Ahmedabad-380009
27. Adani Renewable Energy (RJ) Limited U40106GJ2018PLC102210 Step down 100 2(87)
Adani House, 56, Srimali Society, Navrangpura, Subsidiary
Ahmedabad-380009
28 Adani Saur Urja (KA) Limited U40108GJ2018PLC104033 Step down 100 2(87)
Adani House, 56, Srimali Society, Navrangpura, Subsidiary
Ahmedabad-380009
29. Adani Wind Energy (TN) Limited U40106GJ2018PLC104745 Step down 100 2(87)
Adani House, 56, Srimali Society, Navrangpura, Subsidiary
Ahmedabad-380009
30. Adani Green Energy One Limited U40300GJ2019PLC106775 Step down 100 2(87)
Adani House, 56, Srimali Society, Navrangpura, Subsidiary
Ahmedabad-380009
31. Adani Green Energy Three Limited U40300GJ2019PLC106778 Step down 100 2(87)
Adani House, 56, Srimali Society, Navrangpura, Subsidiary
Ahmedabad-380009
32. Adani Green Energy Five Limited U40106GJ2019PLC106798 Step down 100 2(87)
Adani House, 56, Srimali Society, Navrangpura, Subsidiary
Ahmedabad-380009
33. Adani Renewable Energy Park Rajasthan Limited U40106RJ2015PLC047746 Joint Venture 50 2(6)
31 (A), 6th Floor, Plot No. 5 Swej Farm, Mahima
Triniti, New Sanganer Road, Jaipur - 302019
34. Adani Green Energy Pte Limited N.A. Subsidiary 100 2(87)
80 Raffles Place, #33-20, UOB Plaza 2, Singapore
35. Adani Phuoc Minh Wind Power Company Limited N.A. Subsidiary 80 2(87)
Quan The 1 Village, Phuoc Minh Commune, Thuan
Nam District, Ninh Thuan Province, Vietnam
36. Adani Solar USA Inc. N.A. Subsidiary 51 2(87)
1209, Orange Street, City of Wilmington, Country
of New Castle, Delaware 19801, USA
37. Adani Phuoc Minh Solar Power Company Limited N.A. Subsidiary 80 2(87)
Quan The 1 Village, Phuoc Minh Commune, Thuan
Nam District, Ninh Thuan Province, Vietnam
38. Adani Green Energy (Australia) Pte Limited N.A. Step down 100 2(87)
80 Raffles Place, #33-20, UOB Plaza 2, Singapore Subsidiary
39. Adani Green Energy (US) Pte Limited N.A. Step down 100 2(87)
80 Raffles Place, #33-20, UOB Plaza 2, Singapore Subsidiary
40. Adani Green Energy (Vietnam) Pte Limited N.A. Step down 100 2(87)
80 Raffles Place, #33-20, UOB Plaza 2, Singapore Subsidiary
46
Annual Report 2018-19
Corporate Overview
IV. Share Holding Pattern (equity share capital breakup as percentage of total equity as on March 31, 2019)
i) Category-wise Share Holding
No of Shares held at the No. of Shares held at the
beginning of the year end of the year % Change
Statutory Reports
Category of
SN during the
Shareholders % of total % of total
Demat Physical Total Demat Physical Total year
Shares Shares
A. Promoter
1 Indian
a) Individuals/HUF - - - - 2,00,000 - 2,00,000 0.0128 0.0128
b) Central - - - - - - - - -
Govt./ State Govt.
c) Bodies Corporate 64,96,88,994 - 64,96,88,994 47.19 - - - - (47.19)
d) Banks/FI - - - - - - - - -
Financial Statements
e) Any Others
LLP 53,05,79,350 - 53,05,79,350 38.54 60,62,92,547 - 60,62,92,547 38.7652 0.2252
Family Trust - - - - 47,79,56,375 - 47,79,56,375 30.5596 30.5596
Sub Total(A)(1) 118,02,68,344 - 118,02,68,344 92.65 108,44,48,922 - 108,44,48,922 69.3375 (23.3125)
2 Foreign
a) NRIs-Individuals - - - - - - - - -
b) Other-Individuals - - - - - - - - -
c) Bodies Corporate 19,64,79,457 - 19,64,79,457 14.27 26,83,46,088 - 26,83,46,088 17.1575 2.8875
d) Banks/FI - - - - - - - - -
e) Any Other - - - - - - - - -
Sub Total(A)(2) 19,64,79,457 - 19,64,79,457 14.27 26,83,46,088 - 26,83,46,088 17.1575 2.8875
Total Shareholding 1,37,67,47,801 - 1,37,67,47,801 100.00 135,27,95,010 - 135,27,95,010 86.4951 (13.5049)
of Promoter and
Promoter Group
(A)= (A)(1)+(A)(2)
B. Public shareholding
1 Institutions
a) Mutual Funds/ UTI - - - - 96 - 96 * *
b) Banks/FI - - - - 38,03,794 - 38,03,794 0.2432 0.2432
c) Central - - - - - - - - -
Govt./ State Govt.
d) Venture Capital Funds - - - - - - - - -
e) Insurance Companies - - - - - - - - -
f) FII - - - - - - - - -
g) Foreign - - - - - - - - -
Venture Capital Funds
h) Any Other - - - - - - - - -
Foreign - - - - 16,04,35,854 - 16,04,35,854 10.258 10.258
Portfolio Investor
Alternate - - - - - - - - -
Investment Funds
Sub-Total (B)(1) 16,42,39,744 - 16,42,39,744 10.5012 10.5012
2 Non-institutions
a) Bodies Corporate
i Indian - - - - 50,33,283 - 50,33,283 0.3218 0.3218
ii Overseas - - - - - - - - -
b) Individuals
i Individuals shareholders - - - - 2,47,37,459 2,38,219 2,49,75,678 1.5969 1.5969
holding nominal
share capital up
to` 2 lakh
47
Adani Green Energy Limited
48
Annual Report 2018-19
Corporate Overview
iii) Change in Promoters’/Promoters’ Group Shareholding:
Statutory Reports
No. of Shares No. of Shares
the Company the Company
At the beginning of the year 1,37,67,47,807 100.00 - -
Shares cancelled pursuant to Scheme of Arrangement 64,96,89,000 47.19 72,70,58,807 100.00
New Shares issued pursuant to Scheme of Arrangement 62,70,36,203 40.09* 135,40,95,010 86.5782
Date-wise Increase/ Decrease in Promoters 135,27,95,010 86.4951
Shareholding during the year specifying the reasons
for increase/ decrease (e.g. allotment/ transfer/ bonus/
sweat equity etc.):
- Distribution of Trust Property being Equity
Financial Statements
Shares on 07.12.2018
- To Shri Gautam S. Adani 7,50,000 0.0480
- To Shri Rajesh S. Adani 7,50,000 0.0480
- Gift of Shares to Relatives on 12.12.2018
- By Shri Gautam S. Adani 7,50,000 0.0480
- By Shri Rajesh S. Adani 7,50,000 0.0480
- Receipt of Gift of Shares from Shri Gautam S.
Adani on 12.12.2018
- By Rahi Rajeshkumar Adani 1,00,000 0.0064
- By Vanshi Rajesh Adani 1,00,000 0.0064
At the end of the year 135,27,95,010 86.4951
* % of Post issuance capital
iv) Shareholding Pattern of top ten Shareholders (other than Directors, Promoter and Holders of
GDRs and ADRs):
Shareholding at the Change in Shareholding Shareholding at the end of the
beginning of the year (No. of Shares) year
Sr
Name of Shareholder % of total % of total
No.
No. of Shares shares of the Increase Decrease No. of Shares shares of the
Company Company
1 Elara India Opportunities Fund Limited - - 4,68,40,786 - 4,68,40,786 2.9949
2 Cresta Fund Ltd - - 2,52,93,035 - 2,52,93,035 1.6172
3 Albula Investment Fund Ltd - - 2,20,78,233 - 2,20,78,233 1.4116
4 Asia Investment Corporation (Mauritius) Ltd - - 1,69,27,128 - 1,69,27,128 1.0823
5 APMS Investment Fund Ltd - - 1,49,79,568 - 1,49,79,568 0.9578
6 Vespera Fund Limited - - 1,21,56,892 - 1,21,56,892 0.7773
7 LTS Investment Fund Ltd - - 1,12,01,153 - 1,12,01,153 0.7162
8 Life Insurance Corporation Of India - - 38,02,920 - 38,02,920 0.2432
9 Dimensional Emerging Markets Value Fund - - 24,87,487 - 24,87,487 0.159
10 Emerging Markets Core Equity Portfolio - - 20,28,508 - 20,28,508 0.1297
(the portfolio) of DFA Investment
Dimensions Group Inc. (DFAIDG)
*The shares of the Company are traded on a daily basis and hence the date wise increase / decrease in shareholding is not indicated. Shareholding is
consolidated based on permanent account number (PAN) of the shareholder.
49
Adani Green Energy Limited
V. Indebtedness:
Indebtedness of the Company including interest outstanding/accrued but not due for payment:
50
Annual Report 2018-19
Corporate Overview
VI. Remuneration of Directors and Key Managerial Personnel:
A. Remuneration to Managing Director, Whole-time Directors and/or Manager:
(Rs. in Lakhs)
Sagar R. Adani
Statutory Reports
Sr Total
Particulars of Remuneration Executive
No Amount
Director1
1 Gross salary
a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961 42.97 42.97
b) Value of perquisites u/s 17(2) Income-tax Act, 1961 0.15 0.15
a) Profits in lieu of salary under section 17(3) Income-tax Act, 1961 -
2 Stock Option -
3 Sweat Equity -
4 Commission
Financial Statements
- as % of profit -
- others, specify -
5 Others-contribution towards PF etc. 6.88 6.88
Total 50.00 50.00
Ceiling as per Schedule II of Part II of Schedule V of the Act 130.48
1. Appointed as an Executive Director w.e.f. October 31, 2018
51
Adani Green Energy Limited
Mr. Pragnesh Darji, Company Secretary is not drawing any remuneration from the Company.
Details of penalty/
Authority
Section of the punishment/ Appeal made, if any
Type Brief Description [RD / NCLT/ COURT]
Companies Act compounding fees (give details)
imposed
A. Company
Penalty
Punishment None
Compounding
B. Company
Penalty
Punishment None
Compounding
C. Other Officers in default
Penalty
Punishment None
Compounding
52
Annual Report 2018-19
Corporate Overview
Annexure – B to the Directors’ Report
Statutory Reports
SECRETARIAL AUDIT REPORT
FOR THE FINANCIAL YEAR ENDED ON MARCH 31, 2019
[Pursuant to section 204(1) of the Companies Act, 2013 and rule No.9 of the Companies
(Appointment and Remuneration of Manegerial Personnel) Rules, 2014]
Financial Statements
1992 (‘SEBI Act’):-
We have conducted the secretarial audit of the compliance a. The Securities and Exchange Board of India
of applicable statutory provisions and the adherence to (Substantial Acquisition of Shares and Takeovers)
good corporate practices by Adani Green energy Limited Regulations, 2011:-
(hereinafter called “the Company”). Secretarial Audit was
conducted in a manner that provided us a reasonable b. The Securities and Exchange Board of India
basis for evaluating the corporate conducts/statutory (Prohibition of Insider Trading) Regulations, 2015:-
compliances and expressing our opinion thereon.
c. The Securities and Exchange Board of India
Based on our verification of the Company’s books, papers, (Issue of Capital and Disclosure Requirements)
minute books, forms and returns filed and other records Regulations, 2009:-
maintained by the company and also the information
provided by the Company, its officers, agents and authorized d. The Securities and Exchange Board of India
representatives during the conduct of secretarial audit. (Employee Stock Option Scheme and Employee
We hereby report that in our opinion, the company has, Stock Purchase Scheme)Guidelines, 1999:- Not
during the audit period covering the financial year ended Applicable to the company during the Audit period;
on March 31, 2019, complied with the statutory provisions
listed hereunder and also that the Company has proper e. The Securities and Exchange Board of India (Issue
Board-processes and compliance-mechanism in place and Listing of Debt Securities) Regulations,
to the extent, in the manner and subject to the reporting 2008:- Not Applicable to the company during
made hereinafter: the Audit period;
We have examined the books, papers, minute books, f. The Securities and Exchange Board of India
forms and returns filed and other records maintained by (Registrars to an Issue and Share Transfer Agents)
the Company for the financial year ended on March 31, 2019 Regulations, 1993 regarding the Companies
according to the provisions of: Act and dealing with client:- Not Applicable to
the company during the Audit period;
(i). The Companies Act, 2013 (the “Act”) and the rules
made thereunder; g. The Securities and Exchange Board of India
(Delisting of Equity Shares) Regulations, 2009:-
(ii). The Securities Contracts (Regulation) Act, 1956 Not Applicable to the company during the
(‘SCRA’) and the rules made thereunder:- Audit period; and
(iii). The Depositories Act, 1996 and the Regulations and h. The Securities and Exchange Board of India
Bye-laws framed thereunder:- (Buyback of Securities) Regulations, 1998:- Not
Applicable to the company during the Audit period.
(iv). Foreign Exchange Management Act, 1999 and the
rules and regulations made thereunder to the extent of i. SEBI (Listing Obligations And Disclosure
Foreign Direct Investment, Overseas Direct Investment Requirements) Regulations 2015 :-
and External Commercial Borrowings:-
53
Adani Green Energy Limited
(vi). Laws specifically applicable to the industry to which Post allotment and as on March 31, 2019, the paid-up
the company belongs, as share capital of the Company is ` 15,64,01,42,800/-
comprising of 156,40,14,280 Equity Shares
Identified by the management, that is to say: of ` 10/- each.
a. The Electricity Act, 2003 The Equity Shares of Company got listed on BSE
Limited, Mumbai and the National Stock Exchange of
We have also examined compliance with the applicable India Limited, Mumbai on June 18, 2018.
clauses of the following:
We further report that following Special Resolution passed at
a. Secretarial Standards issued by The Institute of the previous annual General meeting dated August 07, 2018
Company Secretaries of India;
1. Increase in Authorised Share Capital of the Company
b. The Listing Agreements entered into by the Company to ` 2500,00,00,000 and consequently alteration
with Stock Exchange(s):- of Clause V of the Memorandum of Association
of the Company.
During the period under review the Company has complied
with the provisions of the Act, Rules, Regulations, Guidelines, 2. Approval of offer or invitation to subscribe to Securities
Standards, etc. mentioned above. for an amount not exceeding ` 5,000 crores.
We further report that, the Board of Directors of the Company 3. Approval of offer or invitation to subscribe to
is duly constituted with proper balance of Executive Directors, Non-Convertible Debentures on private placement basis.
Non-Executive Directors and Independent Directors The
changes in the composition of the Board of Directors that 4. To create security by way of charges, mortgages,
took place during the period under review were carried out pledge, assignment
in compliance with the provisions of the Act.
54
Annual Report 2018-19
Corporate Overview
Annexure – A
To,
Statutory Reports
The Members,
Adani Green Energy Limited
Our Secretarial Audit Report of even date is to be read along with this letter.
Management’s Responsibility
1. It is the responsibility of the management of the Company to maintain secretarial records, devise proper systems
to ensure compliance with the provisions of all applicable laws and regulations and to ensure that the systems are
adequate and operate effectively.
Financial Statements
Auditor’s Responsibility
2. Our responsibility is to express an opinion on these secretarial records, standards and procedures followed by
the Company with respect to secretarial compliances.
3. We believe that audit evidence and information obtain from the Company’s management is adequate and appropriate
for us to provide a basis for our opinion.
4. Wherever required, we have obtained the management representation about the compliance of laws, rules and
regulations and happening of events etc.
Disclaimer
5. The Secretarial Audit Report is neither an assurance as to the future viability of the company nor of the efficacy or
effectiveness with which the management has conducted the affairs of the Company.
CS Raimeen Maradiya
Partner
Chirag Shah and Associates
Place: Ahmedabad ACS No. 43050
Date: May 15, 2019 C P No.: 17554
55
Adani Green Energy Limited
56
Annual Report 2018-19
Corporate Overview
technologies in our plants and these are designed to Similarly both invertors and trackers are sourced from
provide maximum performance for the invested capital. industry leading suppliers willing to provide us best in
class products at competitive prices and committed
We have been experimenting with our value engineering after sales support.
approach to make our projects more economically viable
II) Benefits derived like product improvement,
to improve efficiency, plant availability and output and,
Statutory Reports
cost reduction, product development or import
as a result, profitability. We introduced optimal DC:AC
substitution: Reduction in cost and optimization of
ratios at our projects, utilize customized software for
power generation.
forecasting and use bifacial modules to optimize power
generation at some of our projects. We will continue to III) In case of imported technology (imported during
focus on the new technologies to reduce the cost and the last three years reckoned from the beginning
increase generation. of the financial year): Not applicable
IV) Expenditure incurred on Research and Develop-
For Solar Modules, we have tapped the top super league
ment: Not applicable
players among the Tier 1 list of Bloomberg New Energy
Financial Statements
Finance published list, demonstrating our commitment
C. Foreign Exchange Earnings and Outgo:
on quality to ensure long term asset performance. Our
The particulars relating to foreign exchange earnings
Solar Modules are sourced complying with industry’s
and outgo during the year under review are as under:
strictest quality norms, manufactured on production
lines selected by us, using the bill of material approved (` in Lakhs)
by us and under vigil of both our representatives as well Particulars 2018-19 2017-18
as third party quality control consultants. Performance Foreign exchange earned - -
of these equipment are further secured by industry Foreign exchange outgo 4,636.36 70.95
leading performance guarantees and warranties.
57
Adani Green Energy Limited
1. Economic Review stance, the investment cycle may remain constrained for
1.1 Global Economy the medium term.
The cyclical upswing in global economic activity, which
began since the last quarter of 2016 continued until the Emerging and developing economies
middle of 2018. However, the momentum in global GDP
began to wane thereafter, amid broad-based moderation in
excluding China will continue to steer the
activity, spanning developed and emerging economies. world’s growth engine.
According to the International Monetary Fund (IMF), the
1.2 Indian Economy
global economy expanded by 3.6% in 2018. The growth
Although India remained in the esteemed club of the world’s
rate was impacted by multiple headwinds, including weaker
fastest growing major economies in FY2018-19, domestic
sentiments in financial markets, escalating trade tensions
economic activities remained sluggish in the second half of
between the US and China, macroeconomic issues in
the year. Unfortunately, when the economy began to gain
Argentina and Turkey and volatility in crude prices. The US
momentum from the impacts of demonetisation and Goods
economy expanded on the back of strong external demand,
and Services Tax (GST) related transition, liquidity crisis cast
private investment, neutral unemployment and minimal
its shadow on consumption demand and market sentiments.
inflation. The GDP of the US economy grew by 2.9%, a rise
The result was that economic growth rate was marginally
of 70 basis points vis-à-vis 2.2% growth registered in 2017.
impacted. As economic activities decelerated towards the
end of 2018 due to a slowdown in both public and private
A strengthening US Dollar, neutral unemployment and
consumption, expectations for the real GDP growth were
minimal inflation were the primary growth catalysts.
sequentially revised downwards.
Eurozone registered a 1.8% GDP growth during the year,
down from 2.4% in 2017, largely due to sluggish demand in
Consumer confidence gradually improved, inching up
the domestic market. China’s economic engine is gradually
for two straight quarters ending 31 December, 2018 and
losing its steam; at 6.6%, the country’s economic growth was
31 March, 2019.
lower than the 6.9% level recorded in 2017.
Inflation as measured by the Consumer Price Index (CPI) and
Global growth (%)
the Wholesale Price Index (WPI) remained in low single digits
Actual Projections for most part of the year. Consequently, the Reserve Bank
Particulars
CY18 CY19 CY20 of India (RBI) reverted to ‘neutral’ stance from ‘calibrated
World Output 3.6 3.3 3.6 tightening’ (briefly adopted between October and December
Advanced Economies 2.2 1.8 1.7 2018). The apex bank announced a 25 basis points cut in
US 2.9 2.3 1.9 repo rate in its last policy of the financial year to accelerate
Eurozone 1.8 1.3 1.5 economic growth and usher in enhanced liquidity in
Japan 0.8 1.0 0.5 the ecosystem. The Government of India (GoI) adopted
UK 1.4 1.2 1.4 prudent policies to restrict fiscal deficit in a narrow band
Other Advanced Economies 2.6 2.2 2.5 during the year.
Emerging Markets and 4.5 4.4 4.8
Developing Economies
Outlook
China 6.6 6.3 6.1
Even as global factors will continue to impact the economic
Source: International Monetary Fund (IMF) landscape, domestic factors such as economic growth,
consumption patterns, policy stimulus, inflation and
Outlook government revenue flow are expected to play an important
role in projecting the country’s growth trajectory. While
Buffeted by multiple downside risks, the global economy
paying attention to the requirements of rural areas and
is projected to expand by 3.5% in 2019. The International
agriculture, appropriate measures were announced for
Monetary Fund (IMF) has revised downwards global growth
reinforcement of important sectors such as infrastructure,
estimates, following tariff uncertainties between the US and
healthcare and investments.
China, as well as weaker momentum seen in Europe during
the second half of 2018. Additionally, major economies such
Although the RBI is focusing on injecting additional liquidity
as Germany and Japan may also be indirectly impacted by
into the ecosystem, the availability of capital from PSU banks
trade tensions. Notwithstanding challenges, emerging and
for private investment will remain a challenge. The NPA
developing economies excluding China will continue to
overhang is expected to continue at least in the near term
steer the world’s growth engine. Although Central Banks
and the NBFC liquidity position is an issue and will constrain
across the world have largely adopted an accommodative
58
Annual Report 2018-19
Corporate Overview
the availability of funds for infrastructure projects. The fiscal Per capita power consumption 2016 (KWh)
position of the economy is likely to limit the spending on
infrastructure. The Union and state governments will need
to undertake in-depth study of the industry’s capabilities,
ensure smooth implementation of policy changes, enable 12,071
Statutory Reports
financing and expedite structural reforms to inject life into
infrastructure projects.
World: ~2.3x India
7,481
6,602
Annual GDP growth rate (%)
4,475
2,674 2,516
8.2 1,122
Financial Statements
India Energy Requirements (Bn KWh)
(BN kWh)
(1,530-1,570)
1,800 -6.5%)
(CAGR: 6%
1,500
1,143
1,200
900
FY16 FY17 FY18 FY19 600
Source: Central Statistics Office (CSO) 300
0
FY17 FY18 FY19P FY20P FY21P FY22P
2. Industry Review Source: CRISIL
In a rapidly developing economy like India, power remains a
crucial facilitator for economic growth and social wellbeing.
The demand for power continues to grow as a large Expected Category-wise growth in Electricity Consumption
proportion of the population aspires for a better quality of
life. Interestingly, the country’s power sector is one of the (BN kWh)
most diversified in the world. 400 8.6% 6.5%
CAGR
CAGR
300 7.5%
Power is generated from conventional sources such as coal, CAGR
200 7.2%
lignite, natural gas, oil, hydro and nuclear power; and from CAGR 5.8%
CAGR
renewable sources such as wind, solar, agricultural and 100
domestic waste. Coal continues to remain the backbone of 0
the power sector and the economy in general, but there is Domestic Industrial Commercial Agriculture Others
growing focus on green energy, FY16 FY22
Source: CEA analysis
Exponential growth in power demand, coupled with
improved access to electricity is catalysing the country’s per
capita power consumption. It is expected that per capita Per capita electricity consumption is
electricity consumption will increase at 5% CAGR between
FY19 and FY23, from 1,149 units in FY18 to 1,450-1,470 units
expected to increase at 5% CAGR between
by FY23. This is due to improvement in electricity access in FY19 and FY23, from 1,149 units in FY18 to
terms of quality and reliability on account of intensive rural
electrification and reduction in cost of power supply, resulting
1,450-1,470 units by FY23.
in realization of latent demand from the residential segment.
2.1 Growth of India’s renewable energy
Climate change is one of the biggest challenges of the 21st
Robust GDP growth is expected at an average of 7.5% to
century and India is committed towards the global climate
7.7% from FY19 to FY23. To facilitate this growth, energy
change initiative; and has ratified the Paris Agreement
requirement is expected to rise at a CAGR of 6.5% to 6.8%
on Climate Change. As part of the Nationally Determined
during this period.
59
Adani Green Energy Limited
Contributions (NDC), the country is committed to reduce the According to CEA, renewables accounted for 9.2% (in
emissions intensity of its GDP by 33-35% by 2030 from the energy terms) of India’s total power generation in FY19.
2005 level. The country’s renewable energy sector has been Non-renewables were responsible for the remaining 90.8%,
at the forefront of growth in capacity development. while their share declined from 94% in FY16. The share of
renewable sourced power increased from 5.6% for the same
To provide clean and affordable energy to all, the Government period owing to large capacity additions witnessed in the
of India has set an ambitious target of 175 GW energy from wind and solar power segments. The country’s renewable
RE sources by 2022. The target is further enhanced to 227 energy (wind and solar) sector’s contribution to the overall
GW. This drive for cleaner energy supply is set against a power generation mix is expected to cross 10% in FY20 as
framework of sweeping economic and demographic change. the country will add 10 giga-watt (GW) generation capacity
The country’s population is growing fast and by 2025 is likely during the period.
to overtake China with more people than ever living in urban
areas. The convergence of rapid urbanisation and one of the The country plans to have 40% of installed power generation
world’s fastest economic growth is likely to quadruple India’s capacity on clean sources by 2030.
electricity demand by 2050.
Share of Renewable Energy as on March 2019
According to CEA, the total installed generation capacity
Nuclear
in India as on March 31, 2019 was 356 GW, of which RES
9% 3%
approximately 113 GW of capacity was added in the past five
years (FY14 to FY19), with most of this capacity addition Hydro
coming from new renewable plants. Coal-based installed 10%
power generation capacity has maintained its dominant
position over the years and accounted for approximately
56% of capacity.
60
Annual Report 2018-19
Corporate Overview
and lenders and investors are pushing for renewable, leading
2.2 Industry Growth drivers
to additional demand.
– PPA Tariff for recent Solar & Wind capacities below
Average Power Purchase Cost (APPC)
–
Integration of Renewable power with current grid
CERC determined the all India APPC for FY20 at ₹ 3.60/ infrastructure
Statutory Reports
kWh at the national level as average price for procurement
The share of renewable energy is likely to more than double
of power by the Power utilities of the nation. This value
from current generation by FY22 and will require substantial
includes both fixed and variable cost. New solar and wind
investment in grid infrastructure. The government is already
capacity’s PPA tariffs are significantly lower than ₹ 3/kWh and
taking steps in this direction by constructing green energy
these tariffs remain fixed for the next 25 years. This makes it
corridors and modernising or augmenting transmission
really attractive for Discoms and they are self-incentivised to
infrastructure to evacuate the planned 175 GW by 2022. A
procure more and more renewable power.
network upgrade for Solar and Wind Energy zones of the
Country to evacuate ~66.5 GW of RE capacity is already
– Commitment to Paris climate change accord
under plans of CEA, with portion of it already under
Financial Statements
In 2014, the GoI targeted to achieve 175 GW of renewable implementation in Phase 1.
energy in India, with focus on solar energy (100 GW by
FY2022) and wind energy (60 GW by FY2022) in order to Moreover, CEA along with Power Grid conducted a study for
achieve its stated Nationally Determined Contribution (NDC) large-scale integration of Renewable Power in January 2019,
climate action targets according to the Paris Agreement. which says that with RE integration there is no congestion
in the high voltage national grid.
Moreover, approximately 60 solar cities will be developed
in India as part of Ministry of New and Renewable Energy’s –
Funding constraints for renewable energy
Solar Cities program. to ebb in future
Considering the looming threat of NPAs plaguing the
– Renewable Purchase Obligations (RPOs) of Discoms:
country’s banking sector and the fact that sector-specific
To ensure increase in renewable penetration, GOI increased limit has been hit, capital availability for funding of new
the Renewable power purchase obligation (RPO) of Discoms projects is becoming a constraint. To encourage public
and other obligated entities. It is most important policy sector banks to lend more for renewable energy (RE)
driving renewable energy installations and achievement of projects and help developers access easy finance, there
an aggressive goal of installing 175 GW by 2022 including has been increased representations from the industry
100GW of solar power capacity. participants’ to remove priority sector lending limit for the
renewable energy sector.
Ministry of Power vide its order dated 14th June 2018 issued
long term growth trajectory of RPO for Solar and Non-Solar Outlook
uniformly for all States/Union Territories for a period of
India’s energy landscape is rapidly evolving to support an
2019-20 to 2021-2022 below.
expanding economy, accelerate access of electricity to
rural areas, fuel the evolution in mobility including EVs and
Long term RPO trajectory
develop the infrastructure required to meet the demands of
2018 2019 2020 one of the world’s most populated countries. In the last few
Non-Solar 10.25% 10.25% 10.50% years, India has evolved from lingering power shortages into
Solar 7.25% 8.75% 10.50% a near energy-surplus scenario.
Total 17.50% 19.00% 21.00%
India’s energy consumption is expected to grow the fastest
Similarly various State Govts and State regulators have among all major economies by 2040. This paradigm change
specified a higher RPO share in future enabling higher will increasingly influence the development narrative,
renewable purchase by Discoms and obligated entities. unfolding across the economy.
– New industrial projects being mandated / incentivised According to ICRA, the share of renewable energy in
to source power from Renewable Energy pan-India generation will touch 10% by FY20 and further
to 13% by FY22, based on capacity addition forecasts.
In the preceding couple of years, there’s been mainstreaming
Large scale capacity addition in Wind and Solar power are
of solar in large companies. Declining renewable energy
expected to continue in foreseeable future.
costs in recent years, compared with tariffs charged by
DISCOMs remains the primary driver for RE installation.
Additionally, Indian firms are turning green and sustainable,
61
Adani Green Energy Limited
62
Annual Report 2018-19
Corporate Overview
• Drawing upon the depth of experience, our Group 5. O&M capability
has established a strong track record of executing
• Our experienced in-house O&M team is focused on
large-scale projects, which will benefit us across
achieving P50 level performance for our projects,
all stages of our project development within India’s
reduce plant downtime, extend the lifetime of assets,
complex regulatory framework.
increase generation availability and optimise the
Statutory Reports
maintenance costs.
• Our Group also brings financial and operational
expertise, leveraging long-term relationships with
• Our robust internal O&M infrastructure includes
financial institutions to provide us with access to
cloud-based RONC to monitor real-time plant
financing in both the domestic and international
performance and implement a predictive maintenance
debt and capital markets
approach, comprising a centralised head office team
and regional cluster teams.
3. Financing Capability
• Our ability to access multiple sources of funding • We have also achieved operational efficiencies by
Financial Statements
through domestic and global sources i.e. global green utilising technologies such as automatic cleaning
bonds, global ECB, domestic development financial robot system, dust detection system, centralised
institutions, commercial banks and even NBFCs monitoring and maintenance, thermal imaging
provides us a key competitive advantage through drones and optimal tilt monitoring system.
• Owing to strong Leadership in the infrastructure Our weighted average plant availability for
sector, we have the option of intermediate financing
through the holding company before financial closure.
the fiscal year 2018 - 2019 stood at 99.63%
63
Adani Green Energy Limited
64
Annual Report 2018-19
Corporate Overview
policies & procedure and recommend improvement in
6. Internal Control Systems and Adequacy
processes and procedure
The Company has put in place robust internal control
systems and best-in-class processes, commensurate with
The Audit Committee of the Board of Directors regularly
its size and scale of operations. There is a well-established
reviews execution of Audit Plan, the adequacy & effectiveness
system of multidisciplinary Management Audit & Assurance
Statutory Reports
of internal audit systems, and monitors implementation
Services (MA&AS) that comprises professionally qualified
of internal audit recommendations including those
accountants, engineers and SAP experienced executives.
relating to strengthening of company’s risk management
The team conducts extensive audit throughout the year
policies and systems.
across all functional areas and submits its reports to the
Management and Audit Committee about the compliance
7. Cautionary Statement
with internal controls and efficiency, along with effectiveness
Certain statements in the “Management Discussion and
of operations and key processes risks.
Analysis” describing the Company’s objectives, projections,
estimates and expectations may be ‘forward-looking
Some key features of the Company’s internal
Financial Statements
statements’ within the meaning of applicable securities
controls system are:
laws and regulations. Actual results could differ materially
from those expressed or implied. Important factors
• Adequate documentation of Policies & Guidelines
that could influence the Company’s operations include
economic developments within the country, demand and
• P
reparation & monitoring of Annual Budgets through
supply conditions in the industry, input prices, changes in
monthly review for all operating service functions
Government regulations, tax laws and other factors, such as
litigation and industrial relations.
• M
A&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
• T
he entire internal audit processes are web enabled and
managed on-line by Audit Management System
• T
he Company has a strong compliance management
system which runs on an online monitoring system
• T
he Company has a well-defined delegation of power
with authority limits for approving revenue and capex
expenditure which is reviewed and suitably amended on
an annual basis
• T
he 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
• A
part 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
65
Adani Green Energy Limited
1. C
ompany’s Philosophy on Corporate a) Composition of the Board
Governance The Company has a balanced Board with optimum
Corporate Governance is based on the principles of combination of Executive and Non-Executive Directors,
integrity, fairness, equity, transparency, accountability including independent professionals, which plays a
and commitment to values. The Company continues to crucial role in Board processes and provides independent
focus on good Corporate Governance, in line with the judgment on issues of strategy and performance.
best practices in the areas of Corporate Governance.
We are firm in the belief that Corporate Governance The Board currently comprises of 6 (six) Directors
means commitment for achievement of value based out of which 1 (one) Director is Executive Director, 2
growth and meeting the commitment within the (two) are Non-Executive, Non-Independent Directors
predefined time frame without compromising with and remaining 3 (three) are Independent Directors.
ethical standards, set paradigms, transparency in Independent Directors are Non-Executive Directors
transactions and fixing of accountability. as defined under Regulation 16(1)(b) of the Listing
Regulations. The maximum tenure of the Independent
Courage, Trust and Commitment are the main tenents Directors is in compliance with the Act. All the
of our Corporate Governance Philosophy - Independent Directors have confirmed that they meet
the criteria as mentioned under regulation 16(1)(b) of
• Courage: we shall embrace new ideas and businesses. the Listing Regulations and Section 149 of the Act. The
Take calculated risks in pursuing new and big present strength of the Board reflects judicious mix of
business opportunities. professionalism, competence and sound knowledge
which enables the Board to provide effective leadership
• Trust: we shall standby our promises and adhere to to the Company.
high standards of business.
No Director is related to each other except Mr. Gautam
• Commitment: we shall believe in our employees and S. Adani and Mr. Rajesh S. Adani, who are related to
other stakeholders. each other as brothers and Mr. Sagar R. Adani who is
son of Mr. Rajesh S. Adani.
The Company is in compliance with the conditions of
corporate governance as required under the SEBI (Listing None of the Directors on the Company's Board is
Obligations and Disclosures Requirements) Regulations, a Member of more than 10 (ten) Committees and
2015 (“SEBI Listing Regulations”), as applicable. Chairman of more than 5 (five) Committees (Committees
being, Audit Committee and Stakeholders’ Relationship
2. Board of Directors Committee) across all the companies in which he/she
At the helm of the Company’s Corporate Governance is a Director. All the Directors have made necessary
practice is its Board. The Board provides strategic disclosures regarding Committee positions held by
guidance and independent views to the Company’s them in other companies and do not hold the office of
senior management while discharging its fiduciary Director in more than 10 (ten) public companies as on
responsibilities. The Board also provides direction March 31, 2019.
and exercises appropriate control to ensure that
the Company is managed in a manner that fulfils The composition of the Board is in conformity with the
stakeholder’s aspirations and societal expectations. Regulation 17 of the SEBI Listing Regulations.
The composition of the Board of Directors and the number of Directorships and Committee positions held by them as
on March 31, 2019 are as under:
66
Annual Report 2018-19
Corporate Overview
No. of other Details of Committees2
Name, Designation and DIN of Director Category of Directorship Directorships held1 (other than AGEL)
(Other than AGEL)
Chairman Member
Mr. Sagar R. Adani, Executive Director 1 - -
Statutory Reports
Executive Director
DIN: 07626229
Mrs. Sushama Oza Independent 9 - -
Director & Non Executive
DIN: 07145540
Dr. Raaj Kumar Sah Independent - - -
Director & Non Executive
DIN: 02956784
Mr. Sandeep Singhi Independent 4 - 3
Financial Statements
Additional Director3 & Non Executive
DIN: 01211070
1. E
xcluding Private Limited Companies, which are not the subsidiaries of Public Limited Companies, Foreign Companies, Section 8 Companies
and Alternate Directorships.
2. Includes only Audit Committee and Stakeholders’ Relationship Committee.
3. Appointed as an Additional Director w.e.f. October 29, 2018.
Details of name of other listed entities where Directors of the Company are Directors and the category of Directorship
as on March 31, 2019 are as under:
Board Meetings and Procedure Board Meetings are governed by structured agenda.
The internal guidelines for Board / Committee meetings All major agenda items are backed by comprehensive
facilitate the decision making process at the meetings background information to enable the Board to
of the Board / Committees in an informed and take informed decisions. The Company Secretary in
efficient manner. consultation with the Senior Management prepares
the detailed agenda for the meetings.
67
Adani Green Energy Limited
Agenda papers and Notes on Agenda are circulated The required information as enumerated in Part A
to the Directors, in advance, in the defined Agenda of Schedule II to SEBI Listing Regulations is made
format. All material informations are being circulated available to the Board of Directors for discussions
along with Agenda papers for facilitating meaningful and consideration at every Board Meetings. The
and focused discussions at the meeting. Where it Board periodically reviews compliance reports of all
is not practicable to attach any document to the laws applicable to the Company as required under
Agenda, the same is tabled before the meeting with Regulation 17(3) of the SEBI Listing Regulations.
specific reference to this effect in the Agenda. In
special and exceptional circumstances, additional or The important decisions taken at the Board / Committee
supplementary item(s) on the Agenda are permitted. meetings are communicated to departments concerned
In order to transact some urgent business, which may promptly. Action taken report on the decisions taken at
come up after circulation agenda papers, the same is the meeting(s) is placed at the immediately succeeding
placed before the Board by way of Table Agenda or meeting of the Board / Committee for noting by the
Chairman’s Agenda. Frequent and detailed deliberation Board / Committee.
on the agenda provides the strategic roadmap for the
future growth of the Company. During the year under review Board met 5 (five)
times on April 08, 2018, May 07, 2018, August 11,
Minimum 4 (four) pre-scheduled Board meetings are 2018, October 31, 2018 and February 07, 2019. The
held every year. Apart from the above, additional Board Board meets at least once in every quarter to review
meetings are convened by giving appropriate notice to the Company’s operations and financial performance
address the specific needs of the Company. In case of and the maximum time gap between any two meetings
business exigencies or urgency of matters, resolutions is not more than 120 days. The necessary quorum was
are also passed by way of circulation. present in all the meetings.
Detailed presentations are made at the Board / The Companies Act, 2013 read with the relevant rules
Committee meetings covering Finance and operations made thereunder, now facilitates the participation
of the Company, business environment, all business of a Director in Board/Committee Meetings through
areas of the Company including business opportunities, video conferencing or other audio visual mode.
business strategy and the risk management practices Accordingly, the option to participate in the Meeting
before taking on record the quarterly / half yearly / through video conferencing was made available for the
annual financial results of the Company. Directors except in respect of such Meetings / Items
which are not permitted to be transacted through
video conferencing.
he details of attendance of Directors at the Board Meetings held during 2018-19 and at the last Annual General
T
Meeting held on August 07, 2018 are as under:
During the year, the Board of Directors accepted all rec- condition of clause 10(j) of schedule V of the SEBI List-
ommendations of the Committees of the Board, which ing Regulations.
were statutory in nature and required to be recom-
During the year under review, the Board of Directors
mended by the Committee and approved by the Board
of the Company has amended / approved changes in
of Directors. Hence, the Company is in compliance of
68
Annual Report 2018-19
Corporate Overview
Corporate Social Responsibility policy; Nomination Personnel have affirmed compliance of the Code of
and Remuneration Policy of Directors, Key Manage- Conduct. A declaration signed by Chief Executive
rial Personnel and Other Employees; Policy for deter- Officer to this effect is attached to this report.
mining Material Subsidiaries; Related Party Transac-
tion Policy; Vigil Mechanism / Whistle Blower Policy; The Board has also adopted separate code of conduct
Statutory Reports
Code of Conduct for Board of Directors and Senior with respect to duties of Independent Directors as per
Management of the Company; Material Events Policy; the provisions of the Act.
Website Content Archival Policy and Code of internal
procedures and conduct for regulating, monitoring 3. Committees of the Board
and reporting of Trading by Insiders to comply with the The Board Committees play a vital role in ensuring sound
recent amendments in the Companies Act, 2013 and Corporate Governance practices. The Committees are
SEBI Regulations. Accordingly, the updated policies are constituted to handle specific activities and ensure
uploaded on website of the Company at https://www. speedy resolution of the diverse matters. The Board
adanigreenenergy.com/investors/investor-download. Committees are set up under the formal approval of the
Financial Statements
Board to carry out clearly defined roles under which are
Skills / expertise competencies of the Board of
considered to be performed by members of the Board,
Directors:
as a part of good governance practice. The Board
The following is the list of core skills / competencies
supervises the execution of its responsibilities by the
identified by the Board of Directors as required in the
Committees and is responsible for their action.
context of the Company’s business and that the said
skills are available within the Board Members:
The minutes of the meetings of all the Committees
are placed before the Board for review. As on date, the
1) Embrace the shared vision, mission and values of
Board has established the following Committees:
the organisation;
A. Audit Committee
2) Knowledge of industry / sector, policies, major
B. Nomination and Remuneration Committee
risks / threats and potential opportunities in which
C. Stakeholders’ Relationship Committee
the Company operates;
D. Corporate Social Responsibility Committee
3) Technical skills / experience in accounting / finance A. Audit Committee
/ government or public policy / economy / human The Audit Committee acts as a link among the
resource management / strategy development Management, the Statutory Auditors, Internal Auditors
and implementation / Capital planning; and the Board of Directors to oversee the financial
reporting process of the Company. The Committee’s
4) Governance competencies like Director in large purpose is to oversee the quality and integrity of
organisation, compliance focus, leadership, risk accounting, auditing and financial reporting process
management experience, Business judgement. including review of the internal audit reports and
action taken report.
Confirmation as regards independence of Inde-
pendent Directors:
Terms of Reference:
In the opinion of the Board, both the existing
Independent Directors and those who are proposed to The powers, role and terms of reference of the Audit
be re-appointed at the Annual General Meeting, fulfil Committee covers the areas as contemplated under
the conditions specified in the Listing Regulations and SEBI Listing Regulations as amended from time to time
are independent of the Management. and Section 177 of the Companies Act, 2013. The brief
terms of reference of Audit Committee are as under:
Notes on Directors' appointment / re-appointment:
Brief resume(s) of the Directors proposed to be
1. Oversight of the Company’s financial reporting
appointed / re-appointed are given in the Explanatory
process and the disclosure of its financial
Statement annexed to the Notice convening the
information to ensure that the financial statement
Annual General Meeting.
is correct, sufficient and credible;
Code of Conduct:
The Board has laid down a Code of Business Conduct and 2. Recommendation for appointment, remuneration
Ethics (the “Code”) for all the Board Members and Senior and terms of appointment of auditors
Management of the Company. The Code is available on of the company;
the website of the Company www.adanigreenenergy.
com. All Board Members and Senior Management
69
Adani Green Energy Limited
3. Approval of payment to statutory auditors for any 10. Valuation of undertakings or assets of the company,
other services rendered by the statutory auditors; wherever it is necessary;
4. Reviewing, with the management, the annual 11. Evaluation of internal financial controls and risk
financial statements and auditor's report thereon management systems;
before submission to the board for approval, with
particular reference to: 12. Reviewing, with the management, the performance
of statutory and internal auditors, adequacy of the
a. Matters required to be included in the internal control systems;
Director’s Responsibility Statement to be
included in the Board’s report in terms of 13. Reviewing the adequacy of internal audit function,
Section 134(3)(C) of the Companies Act, 2013; if any, including the structure of the internal audit
department, staffing and seniority of the official
b. Changes, if any, in accounting policies and heading the department, reporting structure
practices and reasons for the same; coverage and frequency of internal audit;
c. Major accounting entries involving 14. Discussion with internal auditors of any significant
estimates based on the exercise of findings and follow up there on;
judgment by management;
15. Reviewing the findings of any internal
d. Significant adjustments made in the financial investigations by the internal auditors into matters
statements arising out of audit findings; where there is suspected fraud or irregularity or
a failure of internal control systems of a material
e. Compliance with listing and other legal nature and reporting the matter to the board;
requirements relating to financial statements;
16. Discussion with statutory auditors before the
f. Disclosure of any related party transactions; audit commences, about the nature and scope of
audit as well as post-audit discussion to ascertain
g. Modified opinion(s) in the draft audit report. any area of concern;
5. Reviewing, with the management, the quarterly 17. To look into the reasons for substantial defaults, if
financial statements before submission to the any, in the payment to the depositors, debenture
board for approval; holders, shareholders (in case of non-payment of
declared dividends) and creditors;
6. Reviewing, with the management, the statement
of uses / application of funds raised through an 18. To review the functioning of the Whistle
issue (public issue, rights issue, preferential issue, Blower mechanism;
etc.), the statement of funds utilized for purposes
other than those stated in the offer document / 19. Approval of appointment of Chief Financial Officer
prospectus / notice and the report submitted by after assessing the qualifications, experience and
the monitoring agency monitoring the utilisation background, etc. of the candidate;
of proceeds of a public or rights issue, and making
appropriate recommendations to the Board to 20. Reviewing financial statements, in particular
take up steps in this matter; the investments made by the Company’s
unlisted subsidiaries.
7. Review and monitor the auditor’s independence
and performance, and effectiveness 21. Reviewing the utilization of loans and/ or advances
of audit process; from/investment by the holding company in the
subsidiary exceeding rupees 100 crore or 10% of
8. Approval or any subsequent modification of the asset size of the subsidiary, whichever is lower
transactions of the company with related parties; including existing loans / advances / investments.
9. Scrutiny of inter-corporate loans and investments; 22. Carrying out any other function as is mentioned in
the terms of reference of the Audit Committee.
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Annual Report 2018-19
Corporate Overview
6. Statement of deviations :
Review of Information by Audit Committee:
1. The Management discussion and analysis of a. statement of deviation(s) including report of
financial condition and results of operations; monitoring agency, if applicable, submitted
to stock exchange(s).
Statutory Reports
2. Statement of significant related party transactions
submittedby management. b. annual statement of funds utilized for
purposes other than those stated in the offer
3. Management letters / letters of internal control document / prospectus / notice.
weaknesses issued by the statutory auditors;
Meetings, Attendance & Composition of the
4. Internal audit reports relating to internal control Audit Committee:
weaknesses; and
During the financial year 2018-19, four meetings of the
Audit Committee were held on May 07, 2018, August
Financial Statements
5. The appointment, removal and terms of
11, 2018, October 31, 2018 and February 07, 2019. The
remuneration of the Chief Internal Auditor.
intervening gap between two meetings did not exceed
one hundred and twenty days
he Composition of the Audit Committee and details of attendance of the members at the meetings held during the
T
year are given below:
No. of Meetings
Name of Director Category
Held during the tenure Attended
Mr. Sandeep Singhi, Chairman1 Non-Executive & 2 2
Independent Director
Mr. Rajesh S. Adani, Member2 Promoter & 3 2
Non-Executive Director
Mrs. Sushama Oza, Member3 Non-Executive & 3 3
Independent Director
Mr. Jayant Parimal4 Executive Director 1 1
Mr. Jay Shah5 Non-Executive & 1 1
Independent Director
1. Appointed as Member & Chairman of the Audit Committee w.e.f. October 29, 2018.
2. Appointed as Member of the Audit Committee w.e.f. May 24, 2018.
3. Appointed as Chairperson of the Audit Committee w.e.f. May 24, 2018 and changed to member w.e.f. October 29, 2018.
4. Resigned as Managing Director of the Company w.e.f. May 07, 2018. Accordingly, he also ceased as Member of the Audit Committee w.e.f.
May 07, 2018.
5. R
esigned as a Director of the Company w.e.f. May 24, 2018. Accordingly, he also ceased as Member of the Audit Committee w.e.f. May 24,
2018.
B. Nomination and Remuneration Committee
All members of the Audit Committee have accounting
The Nomination & Remuneration Committee of
and financial management knowledge and expertise /
the Company was constituted on August 20, 2016
exposure. The Chief Financial Officer, representatives
and subsequently reconstituted from time to time to
of Statutory Auditors, Internal Audit and Finance &
comply with statutory requirements.
Accounts department are invited to the meetings of
the Audit Committee.
Terms of reference:
Mr. Pragnesh Darji, Company Secretary and Compliance The powers, role and terms of reference of Committee
Officer, acts as a Secretary of the Committee. covers the areas as contemplated under the Listing
Regulations and Section 178 of the Act. The brief
Mrs. Sushama Oza, the then Chairperson and terms of reference of Nomination and Remuneration
Mr. Rajesh S. Adani, member of Audit Committee were Committee are as under:
present at the last Annual General Meeting to answer
shareholders’ queries. 1. Formulation of the criteria for determining
qualifications, positive attributes and
independence of a director and recommend to
71
Adani Green Energy Limited
the Board a policy, relating to the remuneration based on their performance and defined
of the directors, key managerial personnel and assessment criteria.
other employees.
7. To recommend to the board, all remuneration, in
2. Formulation of criteria for evaluation of whatever form, payable to senior management.
Independent Directors and the Board of Directors.
8. To perform such other functions as may be necessary
3. Devising a policy on Board diversity. or appropriate for the performance of its duties.
4. Identifying persons who are qualified to become 9. To carry out any other function as is mandated
directors and who may be appointed in senior by the Board from time to time and / or enforced
management in accordance with the criteria by any statutory notification, amendment or
laid down, & recommend to the Board their modification, as may be applicable.
appointment and removal, and shall carry out
evaluation of every director’s performance.
Meeting, Attendance & Composition of the
Nomination & Remuneration Committee:
5. To extend or continue the terms of appointment
During FY2018-19, one meeting of the Nomination &
of the independent director, on the basis
Remuneration Committee was held on October 31, 2018.
of the report of performance evaluation of
independent directors.
The details of the Nomination & Remuneration
Committee meeting attended by its members as on
6. To recommend / review remuneration of the
March 31, 2019 are given below:
Managing Director(s) and Whole-time Director(s)
The Composition of the Nomination & Remuneration Committee and details of attendance of the members at the
meeting held during the year are given below:
No. of Meetings
Name and Designation Category
Held during the tenure Attended
Mrs. Sushama Oza, Chairperson1 Non-Executive & 1 1
Independent Director
Mr. Sandeep Singhi, Member2 Non-Executive & 1 1
Independent Director
Mr. Rajesh S. Adani, Member3 Promoter & Non- 3 2
Executive Director
1. Appointed as Member & Chairperson of the Nomination & Remuneration Committee w.e.f. May 24, 2018.
2. Appointed as Member of the Nomination & Remuneration Committee w.e.f. October 29, 2018.
3. Appointed as Member of the Nomination & Remuneration Committee w.e.f. May 24, 2018.
The Quorum of the Committee is of two members. a high performance workforce. The policy ensures
that the level and composition of remuneration of the
The Board of Directors review the Minutes of the Directors is optimum.
Nomination & Remuneration Committee Meetings at
its subsequent Board Meetings. i) Remuneration to Non-Executive Directors
The remuneration by way of commission to
Mr. Pragnesh Darji, Company Secretary and Compliance
the non-executive Independent Directors is
Officer, acts as a Secretary of the Committee.
decided by the Board of Directors based on their
Remuneration Policy: participation and contribution in the affairs of
The remuneration policy of the Company is directed the Company as well as the valuable time spent on
towards rewarding performance, based on review Company’s matters. However, the Company is yet
of achievements on a periodic basis. The Company to obtain approval of the members for the same.
endeavours to attract, retain, develop and motivate Non-Executive Independent Directors are paid
the high-calibre executives and to incentivize them ` 50,000/- as sitting fees and actual reimbursement
to develop and implement the Group’s Strategy, of expenses incurred for attending each meeting
thereby enhancing the business value and maintain of the Board of Director and Audit Committee and
72
Annual Report 2018-19
Corporate Overview
` 25,000/- as sitting fees for attending meetings
ii) Remuneration to Executive Directors
of other Committees.
The remuneration of the Executive Directors
The Company has also taken a Directors’ & Officers’ is recommended by the Nomination and
Liability Insurance Policy. Remuneration Committee based on criteria
Statutory Reports
such as industry benchmarks, the Company’s
Performance Evaluation Criteria for Inde-
performance vis-à-vis the industry, responsibilities
pendent Directors:
shouldered, performance/track record, macro
The performance evaluation criteria for independent
economic review on remuneration packages of
directors is determined by the Nomination and
heads of other organisations and is decided by
Remuneration committee. An indicative list of factors
the Board of Directors. On the recommendation
that may be evaluated include participation and
of the Nomination and Remuneration Committee,
contribution by a director, commitment, effective
the remuneration paid / payable is approved by
deployment of knowledge and expertise, effective
the Board of Directors and by the members in the
management of relationship with stakeholders, integrity
Financial Statements
General Meeting in terms of provisions applicable
and maintenance of confidentiality and independence
from time to time.
of behavior and judgement.
The Executive Directors are not being paid sitting
fees for attending meetings of the Board of
Directors and its Committee.
Details of Remuneration:
i) Non-Executive Directors:
The details of sitting fees paid to Non-Executive Directors during the financial year 2018-19 is as under:
(` in Lakhs)
Name Sitting Fees Total
Mr. Jay Shah1 0.70 0.70
Dr. Raaj Kumar Sah2 - -
Mrs. Sushama Oza3 - -
Mr. Sandeep Singhi4 3.54 3.54
1. Resigned as a Director of the Company w.e.f. May 24, 2018.
2. Appointed as an Additional Director w.e.f. May 01, 2018.
3. Appointed as an Additional Director w.e.f. May 24, 2018.
4. Appointed as an Additional Director w.e.f. October 29, 2018.
Other than sitting fees paid to Non-Executive Independent Directors, there were no pecuniary relationships or
transactions by the Company with any of the Non-Executive Independent Directors of the Company.
(` in Lakhs)
Salary, Perquisites,
Name Allowances and Commission Total
other benefits
Mr. Sagar R. Adani1 50.00 - 50.00
1. Appointed as an Executive Director of the Company w.e.f. October 31, 2018.
Details of shares of the Company held by Directors as on March 31, 2019 are as under:
None of Directors of the Company holds equity shares of the Company in their individual capacity. The Company does
not have any Employees’ Stock Option Scheme and there is no separate provision for payment of Severance Fees.
73
Adani Green Energy Limited
Terms of Reference:
1. To look into various aspects of interest of shareholders, debenture holders and other security holders including
complaints related to transfer/transmission of shares, non-receipt of annual report, non-receipt of declared
dividends, issue of new/duplicate certificates, general meetings etc.
2. Reviewing the measures taken for effective exercise of voting rights by shareholders.
3. Reviewing of adherence to the service standards adopted in respect of various services being rendered by the
Registrar & Share Transfer Agent.
4. Reviewing the various measures and initiatives taken for reducing the quantum of unclaimed dividends and ensuring
timely receipt of dividend warrants / annual reports / statutory notices by the shareholders of the Company.
5. Carry out any other function as is referred by the Board from time to time or enforced by any statutory notification
/ amendment or modification as may be applicable.
As a part of good corporate governance practice, the Company places before the committee a certificate of Registrar
& Transfer Agent confirming the details of complaints received and their disposal during the quarter.
The Composition of the Stakeholders’ Relationship Committee and details of attendance of the members at the
meetings held during the year are given below:
No. of Meetings
Name and Designation Category
Held during the tenure Attended
Mr. Rajesh S. Adani, Chairman1 Promoter & Non- 3 2
Executive Director
Mr. Sandeep Singhi, Member2 Non-Executive & 2 2
Independent Director
Mrs. Sushama Oza, Member3 Non-Executive & 3 3
Independent Director
Dr. Raaj Kumar Sah, Member4 Non-Executive & 1 1
Independent Director
1. Appointed as Member & Chairman of the Stakeholders’ Relationship Committee w.e.f. May 24, 2018.
2. Appointed as Member of the Stakeholders’ Relationship Committee w.e.f. October 29, 2018.
3. Appointed as member of the Stakeholders’ Relationship Committee w.e.f. May 24, 2018.
4. A
ppointed as member of the Stakeholders’ Relationship Committee w.e.f. May 24, 2018 and ceased to be member Stakeholders’ Relationship
Committee w.e.f. October 29, 2018.
Mr. Pragnesh Darji, Company Secretary and Compliance Officer, acts as a Secretary of the Committee.
The Minutes of the Shareholders’ Relationship Committee are reviewed by the Board of Directors at the
subsequent Board Meeting.
74
Annual Report 2018-19
Corporate Overview
D. Corporate Social Responsibility (“CSR”) Committee
The CSR Committee of the Company was constituted on August 04, 2017 and subsequently reconstituted from time to
time to comply with statutory requirement.
Statutory Reports
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 thereunder;
Financial Statements
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 composition of the Committee and details of the attendance of the members at the meetings held during the year
are given below:
No. of Meetings
Name and Designation Category
Held Attended
Mrs. Sushama Oza, Chairperson1 Non-Executive & 1 1
Independent Director
Mr. Sandeep Singhi, Member2 Non-Executive & 1 1
Independent Director
Mr. Rajesh S. Adani, Member3 Promoter & Non- 1 1
Executive Director
Dr. Raaj Kumar Sah, Member4 Non-Executive & - -
Independent Director
1. Appointed as Member & Chairman of the CSR Committee w.e.f. May 24, 2018.
2. Appointed as Member of the CSR Committee w.e.f. October 29, 2018.
3. Appointed as member of the CSR Committee w.e.f. May 24, 2018.
4. Appointed as member of the CSR Committee w.e.f. May 24, 2018 and ceased to be member w.e.f. October 29, 2018.
Mr. Pragnesh Darji, Company Secretary and Compliance For more effective governance, the Company monitors
Officer, acts as a Secretary of the Committee. performance of subsidiary companies, interalia, by
following means:
The Minutes of the CSR Committee are reviewed by the
Board of Directors at the subsequent Board Meeting. 1. Financial statements, in particular investments
made by unlisted subsidiary companies,
4. Subsidiary Companies are reviewed quarterly by the Company’s
The Company has two material non-listed subsidiary Audit Committee.
namely, Parampujya Solar Energy Private Limited
75
Adani Green Energy Limited
No. of Special
Financial Year Date Location of the Meeting Time
Resolutions passed
2017-18 August 07, 2018 J. B. Auditorium, Ahmedabad Management 11.30 a.m. 4
Association, AMA Complex, Atira, Dr. Vikram Sarabhai
Marg, Ahmedabad - 380 015
2016-17 August 02, 2017 Adani House, Nr. Mithakhali Six Roads, Navrangpura, 1.30 p.m. -
Ahmedabad – 380 009
2015-16 August 06, 2016 Adani House, Nr. Mithakhali Six Roads, Navrangpura, 5.00 p.m. -
Ahmedabad – 380 009
b) Whether any resolutions are proposed to be Number of complaints filed during the -
conducted through Postal Ballot: financial year
No Special Resolution requiring a Postal Ballot Number of complaints disposed-off during -
is being proposed at the ensuing Annual General the financial year
Meeting of the Company. Number of complaints pending as on the -
end of the financial year
c) Procedure for postal ballot:
Prescribed procedure for postal ballot as per the
provisions contained in this behalf in the Act read b) Disclosure on materially significant related
with rules made there under as amended from time party transactions:
to time shall be complied with whenever necessary. There were no materially significant Related Party
Transactions and pecuniary transactions that
7. Other Disclosures may have potential conflict with the interest of
a) Disclosure in relation to the Sexual Harass- the Company at large. The details of Related Party
ment of Women at workplace (prevention, Transactions are disclosed in financial section of
prohibition & redressal) Act, 2013: this Annual Report.
As per the requirement of The Sexual Harassment The Company has developed a policy on materiality
of Women at Workplace (Prevention, Prohibition & of Related Party Transactions and also on dealing
Redressal) Act, 2013 and rules made thereunder, with Related Party Transactions.
your Company has constituted Internal Complaints
Committee which is responsible for redressal of The Company has developed a related party
complaints related to sexual harassment. transaction policy which is uploaded on the website
of the Company at http://www.adanigreenenergy.
Details of complaints received during the year under com /investors/investor-download.
review are as under:
Number of
Particulars
Complaints
76
Annual Report 2018-19
Corporate Overview
have a potential conflict with the interest of the
c) Total fees for all services paid by the Company and
Company at large.
its subsidiaries, on a consolidated basis, to the
statutory auditors and all entities in the network
i) The Company has also adopted Material Events
firm / network entity of which the statutory
Policy, Website Content Archival Policy and Pol-
auditor is a part, is given below:
Statutory Reports
icy on Preservation of Documents which is up-
(Rs. In Lakhs) loaded on the website of the Company at http://
Payment to Statutory Auditors FY2018-19 www.adanigreenenergy.com/ investors/ in-
Audit Fees 69.51 vestor-download.
Tax Audit Fees 9.26
Other Services 38.24 j) The Company familiarizes its Independent Direc-
tors with their roles, rights, responsibilities in the
Reimbursement of Expenses 0.29
Company, nature of the industry in which the Com-
Total 117.30
pany operates, etc. through various programmes.
Financial Statements
These include orientation programme upon induc-
d) In the preparation of the financial statements,
tion of new Director, as well as other initiatives to
the Company has followed the accounting pol-
update the Directors on an ongoing basis.
icies and practices as prescribed in the Ac-
counting Standards.
Further, the Company also makes periodic
presentations at the Board and Committee
e) Company has complied with all the requirements
meetings on various aspects of the Company’s
of the Stock Exchanges as well as the regulations
operations including Health and Safety,
and guidelines prescribed by the Securities and
performance updates of the Company, Industry
Exchange Board of India (SEBI). There were no
scenario, business strategy, internal control and
penalties or strictures imposed on the Company by
risks involved and mitigation plan. The details of the
Stock Exchanges or SEBI or any statutory authori-
familiarization programmes for the independent
ty on any matter related to capital markets during
Directors is disclosed on the Company’s website
the last three years.
at http://www. adanigreenenergy.com/investors/
investor-download.
f) The Chief Executive Officer has furnished a Certif-
icate to the Board for the year ended on March 31,
k) With a view to regulate trading in securities by the
2019 in compliance with Regulation 17(8) of List-
directors and designated employees, the Company
ing Regulations.
has adopted a Code of Conduct for Prohibition of
Insider Trading.
The Chief Executive Officer and Chief Financial
Officer have provided quarterly certificates on
l) The company has put in place succession
financial results while placing the same before
plan for appointment to the Board and to se-
the Board pursuant to Regulation 33 of List-
nior management.
ing Regulations.
m) The Company has complied with all the mandatory
g) A qualified Practicing Company Secretary carried
requirements specified in Regulations 17 to 27
out a reconciliation of Share Capital Audit to
and clauses (b) to (i) of sub – regulation (2) of
reconcile the total admitted capital with National
Regulation 46 of the SEBI (Listing Obligations
Securities Depository Limited (NSDL) and Central
and Disclosure Requirements) Regulations, 2015.
Depository Services (India) Limited (CDSL) and
The Company has obtained a certificate affirming
the total issued and listed capital. The Secretarial
the compliances from CS Raimeen Maradiya,
Audit confirms that the total issued / paid-up
Partner, M/s. Chirag Shah & Associates, Practising
capital of the Company is in agreement with
Company Secretaries and the same is attached
the total number of shares in physical form and
to this Report.
the total number of dematerialized shares held
with NSDL and CDSL.
CS Raimeen Maradiya, Partner, M/s. Chirag Shah
& Associates, Practising Company Secretaries has
h) The designated Senior Management Personnel of
also submitted a certificate confirming that none
the Company have disclosed to the Board that no
of the Directors of the Company is debarred or
material, financial and commercial transactions
disqualified by the Securities and Exchange Board
have been made during the year under review
of India / Ministry of Corporate Affairs or any such
in which they have personal interest, which may
77
Adani Green Energy Limited
78
Annual Report 2018-19
Corporate Overview
H. Market Price Data:
BSE NSE
Month Volume Volume
High (Rs.) Low (Rs.) High (Rs.) Low (Rs.)
(No. of Shares) (No. of Shares)
Statutory Reports
April, 20181 N.A. N.A. N.A. N.A. N.A. N.A.
May, 20181 N.A. N.A. N.A. N.A. N.A. N.A.
June, 2018 32.30 24.65 1,12,96,644 33.05 24.75 1,76,98,561
July, 2018 61.20 22.75 82,48,309 60.40 22.80 3,60,11,730
August, 2018 77.60 53.15 86,19,010 73.30 53.25 2,20,28,677
September, 2018 58.40 41.00 14,89,976 58.60 40.85 77,50,453
October, 2018 40.95 29.15 81,23,209 40.75 29.10 2,17,53,388
November, 2018 50.40 38.10 38,88,536 50.25 38.00 1,62,12,193
December, 2018 47.75 39.60 19,64,130 47.75 39.80 92,19,733
Financial Statements
January, 2019 42.40 31.70 10,88,350 42.50 31.60 63,99,360
February, 2019 37.70 30.05 14,10,476 37.80 30.15 84,91,679
March, 2019 41.65 33.35 27,70,709 41.60 33.10 1,83,27,953
1. The Equity Shares of the Company got listed on BSE and NSE w.e.f. June 18, 2018.
I. Performance of the share price of the Company in comparison to BSE Sensex and NIFTY 50
Adani Green
BSE Sensex PRICE GRAPH
BSE Sensex
70.00 39000.00
60.00 38000.00
50.00 37000.00
AGEL SHARE PRICE
40.00 36000.00
20.00 34000.00
10.00 33000.00
0.00 32000.00
18
18
18
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18
19
-19
-19
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79
Adani Green Energy Limited
during the year ended March 31, 2019 have been acted
J. Registrar and Transfer Agents:
upon. The share certificates duly endorsed are returned
As per Regulation 43A of the Listing Regulations, the
immediately to the shareholders by the R & T Agent.
top 500 listed companies shall formulate a dividend
distribution policy. Accordingly, the policy was adopt-
The Company obtained following certificate(s) from a
ed to set out the parameters and circumstances that
Practising Company Secretary and submitted the same
will be taken into account by the Board in determining
to the stock exchanges within stipulated time:
the distributio
1. Certificate confirming due compliance of share
Link Intime India Private Limited
Registered Office:
transfer formalities by the Company pursuant to
Name & Address: Regulation 40(9) of the Listing Regulations for
C-101, 247 Park, L B S Marg,
Vikhroli West, Mumbai – 400083 half year ended September 30, 2018 and March 31,
Tel. +91-22-4918 6270 2019 respectively with the Stock Exchanges; and
Fax. +91-22-4918 6060
2. Certificate regarding reconciliation of the share
E-mail [email protected]
capital audit of the Company on quarterly basis.
Website www.linkintime.co.in
All share transfer and other communication
K. Share Transfer System: regarding share certificates, change of address,
The Company’s shares are compulsorily traded in dividend etc. should be addressed to R & T Agents
the demat segment on stock exchanges, bulk of the of the Company at the address given above.
transfers take place in the electronic form. The share
L. Dematerialization of Shares and Liquidity:
transfers received in physical form are processed
The Equity Shares of the Company are tradable in
through R & T Agent, within seven days from the date
compulsory dematerialized segment of the Stock
of receipt, subject to the documents being valid and
Exchanges and are available in depository system of
complete in all respects. The Board has delegated
National Securities Depository Limited (NSDL) and
the authority for approving transfer, transmission,
Central Depository Services (India) Limited (CDSL).
issue of duplicate share certificate, dematerialization
The demat security (ISIN) code for the Equity Share
etc. to the Stakeholders’ Relationship Committee. All
is INE364U01010.
the physical transfers received are processed by the
R & T Agent and are approved by the Stakeholders’
As on March 31, 2019, 156,37,53,117 (constituting
Committee well within the statutory period of 15 days.
99.983%) were in dematerialized form.
The Stakeholders’ Relationship Committee meets for
approval of the transfer, transmission, issue of duplicate
The Company’s Equity Shares are regularly traded
share certificate, dematerialization / rematerialization
on the BSE Limited and National Stock Exchange
of shares etc. and all valid share transfers received
of India Limited.
M. The Distribution of Shareholding as on March 31, 2019 is as follows:
(a) Distribution of Shareholding as on March 31, 2019:
Equity Shares in each category Number of shareholders
No. of shares
Total Shares % of total Holders % of total
1-500 74,02,169 0.4733 74,986 88.0613
501-1000 37,23,830 0.2381 4,765 5.5959
1001-2000 36,55,715 0.2337 2,454 2.8819
2001-3000 21,11,508 0.1350 846 0.9935
3001-4000 18,65,395 0.1193 533 0.6259
4001-5000 15,65,461 0.1001 335 0.3934
5001-10000 44,52,845 0.2847 632 0.7422
10001 & above 153,92,37,357 98.4158 601 0.7058
TOTAL 156,40,14,280 100.00 85,152 100.00
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Annual Report 2018-19
Corporate Overview
(b) Distribution of Shareholding as on March 31, 2019:
Category No. of Shares held (%) of total
Promoters and Promoter Group 135,27,95,010 86.4951
Mutual Funds/Banks/Financial Institutions 38,03,890 0.2432
Statutory Reports
Foreign Portfolio Investor / Institutional Investors 16,04,35,854 10.2580
Indian Public / HUF / Trusts 3,90,30,476 2.4955
NBFCs 13,397 0.0009
Bodies Corporate 50,33,283 0.3218
NRI/Foreign Nationals 12,17,855 0.0779
IEPF 33,858 0.0022
Clearing Member 16,50,657 0.1055
Total 156,40,14,280 100.0000
Financial Statements
0.0022%
2.4955%
0.0077%
0.1055% 0.3218%
0.0009%
10.2580%
0.2432%
Promoters and Promoter Group
Mutual Funds/ Banks/financioal
Institutions
Foreign Portfolio Investor/
Institutional Investors
Indian Pubic / HUF / Trusts
86.4951% BNFCs
Bodies Corporate
NRI/ Foreign Nationals
IEPF
(c)
Shares in Physical and Demat form as impact on equity: NIL
on March 31, 2019
P. Credit Rating
Category No. of Shares (%) India Ratings has assigned A / Stable Credit Rating for
In Dematerialised Form 156,37,53,117 99.9833 long term facilities of the Company.
In Physical Form 2,61,163 0.0167 Q. Commodity Price Risk / Foreign Exchange
Total 156,40,14,280 100.00 Risk and Hedging:
(d) No. of shareholders whose shares as on March
In the ordinary course of business, the Company is
31, 2019 are in physical and Demat form:
exposed to risks resulting from exchange rate fluctuation
Category No. of Shares (%) and interest rate movements. It manages its exposure
In Dematerialised Form 85,053 99.8837 to these risks through derivative financial instruments.
In Physical Form 99 0.1163 The Company’s risk management activities are subject
Total 85,152 100.00 to the management, direction and control of Treasury
Team of the Company under the framework of Risk
N. Debenture Trustees (for privately placed Management Policy for Currency and Interest rate risk
debentures): None as approved by the Board of Directors of the Company.
The Company’s Treasury Team ensures appropriate
O. Outstanding GDRs/ ADRs/ Warrants or any con-
financial risk governance framework for the Company
vertible instruments conversion date and likely
through appropriate policies and procedures and
81
Adani Green Energy Limited
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Annual Report 2018-19
Corporate Overview
CERTIFICATE ON CORPORATE GOVERNANCE
Statutory Reports
To
The Members of
Adani Green Energy Limited
We have examined the compliance of Corporate Governance by Adani Green Energy Limited (“the Company”) for the year
ended on March 31, 2019 as stipulated in applicable regulations of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 of the said Company with the Stock Exchanges.
The compliance of conditions of Corporate Governance is the responsibility of the Management. Our examination was
Financial Statements
limited to a review of procedures and implementations thereof adopted by the Company for ensuring the compliance of
the conditions of Corporate Governance. It is neither an audit nor an expression of opinion on the financial statement
of the Company.
In our opinion and to the best of our information and according to the explanations given to us, we certify that the Company
has complied with the conditions of Corporate Governance as stipulated in the applicable regulations of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015.
We further state that such compliance is neither an assurance as to the future viability of the Company nor the Efficiency
or effectiveness with which the management has conducted the affairs of the Company.
Raimeen Maradiya
Partner
Chirag Shah & Associates
Place: Ahmedabad Company Secretaries
Date: May 15, 2019 ACS 43050
C P No. 17554
83
Adani Green Energy Limited
To
The Members of
Adani Green Energy Limited
This Certificate is issued pursuant to regulation 34(3) read with schedule V of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 and circulars/ guidelines issued thereunder.
Following are the Directors of the M/s. Adani Green Energy Limited (“the Company”) as on March 31, 2019:
We have examined the registers, records, documents and Information available on the website of Ministry of Corporate
Affairs (“MCA”), the Securities Exchange Board of India (“SEBI”) and other statutory authorities and confirm that none of the
Directors on the Board of the Company has been debarred or disqualified by SEBI or by MCA or any such statutory authority
from being appointed or continuing as Directors of Company.
Raimeen Maradiya
Partner
Chirag Shah & Associates
Place: Ahmedabad Company Secretaries
Date: May 15, 2019 ACS 43050
C P No. 17554
Declaration
I, Jayant Parimal, Chief Executive Officer of Adani Green Energy Limited hereby declare that as of March 31, 2019, all the
Board Members and Senior Management Personnel have affirmed compliance with the Code of Conduct and Ethics for
Board of Directors and Senior Management Personnel laid down by the Company.
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Annual Report 2018-19
Corporate Overview
CERTIFICATION BY
CHIEF EXECUTIVE OFFICER (CEO) AND CHIEF
FINANCIAL OFFICER (CFO)
Statutory Reports
We have reviewed the financial statements and the cash flow statements for the year ended March 31, 2019 and that to the
best of our knowledge and belief:
1. These statements do not contain any materially untrue statement or omit any material fact or contain statements that
might be misleading.
Financial Statements
2. These statements together present a true and fair view of the Company's affairs and are in compliance with existing
accounting standards, applicable laws and regulations.
3. To the best of our knowledge and belief, no transactions entered into by the Company during the year ended March 31,
2019 which are fraudulent, illegal or violation of the Company's Code of Conduct.
4. We accept responsibility for establishing and maintaining internal control system and that we have evaluated the
effectiveness of the internal control system of the Company and we have disclosed to the auditors and the Audit
Committee, efficiencies in the design or operation of internal control system, if any, of which we are aware and the
steps we have taken or propose to take to rectify these deficiencies.
5. We further certify that we have indicated to the auditors and the Audit Committee:
a) There have been no significant changes in internal control system during the year;
b) There have been no significant changes in accounting policies during the year and that the same have been
disclosed in the notes to the financial statements; and
c) There have been no instances of significant fraud of which we have become aware, involving management or an
employee having a significant role in the Company's internal control system over financial reporting.
85
Form AOC-1
86
Salient features of the financial statement of Subsidiaries / Associate Companies / Joint Ventures as per Companies Act, 2013
(Pursuant to first proviso to sub-section (3) of section 129 read with rule 5 of Companies (Accounts) Rules, 2014)
2 Adani Green Energy 2018-19 INR 10,831.00 (546.21) 65,727.67 55,442.88 2.00 - (220.69) - (220.69) - 100% by
(MP) Limited AGEL
(AGEMPL)
3 Rosepetal Solar 2018-19 INR 1.00 (207.12) 381.44 587.56 - - (49.94) - (49.94) - 100% by
Energy Private AGEL
Limited
4 Adani Wind Energy 2018-19 INR 3,326.00 (2,729.48) 27,791.06 27,194.54 - 3,887.84 (1,376.87) (374.06) (1,002.81) - 100% by
(Gujarat) Private AGEL
Limited
5 Adani Green Energy 2018-19 INR 89,015.00 5,078.13 2,07,304.88 1,13,211.76 66,075.00 26,456.74 2,095.95 1,049.06 1,047.89 - 100% by
(Tamilnadu) Limited AGEL
(AGETNL)
6 Kamuthi Solar 2018-19 INR 38,100.00 (9,390.56) 1,42,188.91 1,13,479.44 - 19,394.26 (7,435.60) (1,838.68) (5,596.92) - 100% by
Power Limited AGETNL
7 Kamuthi Renewable 2018-19 INR 7,625.00 (3,945.55) 46,511.94 42,832.49 - 7,298.09 (1,181.57) (211.39) (970.18) - 100% by
Energy Limited AGETNL
8 Ramnad Solar 2018-19 INR 7,650.00 2,081.09 51,848.15 42,117.06 - 8,837.37 407.10 171.15 235.95 - 100% by
Power Limited AGETNL
9 Ramnad 2018-19 INR 12,700.00 2,665.27 46,426.93 36,392.20 - 6,572.17 (1,818.37) (429.04) (1,389.33) - 100% by
Renewable Energy AGETNL
Limited
10 Gaya Solar (Bihar) 2018-19 INR 1,251.00 (70.51) 1,376.56 196.07 - - (49.91) - (49.91) - 100% by
Private Limited AGEL
11 Mahoba Solar (UP) 2018-19 INR 1.00 (652.84) 23,999.96 24,651.80 12,952.00 2,110.25 (391.68) - (391.68) - 100% by
Private Limited AGEL
(MSUPL)
12 Kilaj Solar 2018-19 INR 1.00 (377.45) 819.67 1,196.12 - - (175.87) - (175.87) - 100% by
(Maharashtra) MSUPL
Private Limited
13 Parampujya Solar 2018-19 INR 39,581.00 (14,417.37) 3,52,581.57 3,27,417.94 42,101.00 44,340.83 (15,561.78) (2,040.31) (13,521.47) - 100% by
Energy Private AGEL
Limited (PSEPL)
` in Lakhs
Profit / Provision Profit /
Reporting Share Reserves & Total Total Proposed % of Share
Sr. No. Entity Name Currency Investment Turnover (Loss) before for (Loss) After
Period Capital Surplus Assets Liabilities Dividend Holding
Taxation Taxation Taxation
14 Wardha Solar 2018-19 INR 27,701.00 (8,573.46) 2,21,947.12 2,02,819.58 - 34,446.34 (8,830.40) (2,740.81) (6,089.59) - 100% by
(Maharashtra) PSEPL
Private Limited
15 Adani Renewable 2018-19 INR 1.00 (0.00) 1.00 - - - - - - - 99.999% by
Power LLP AGEL
16 Kodangal Solar 2018-19 INR 21.00 13.44 10,500.50 10,466.06 - 1,095.62 124.99 72.02 52.97 - 100% by
Parks Private AGEL
Limited
17 Adani Renewable 2018-19 INR 1.00 (0.24) 25.81 25.05 - - (0.24) - (0.24) - 100% by
Energy (MH) AGEL
Limited
18 Adani Renewable 2018-19 INR 1.00 (0.34) 47.21 46.55 - - (0.34) - (0.34) - 100% by
Energy (TN) Limited AGEMPL
19 Adani Renewable 2018-19 INR 1.00 25.88 7,201.63 7,174.75 - 117.67 50.15 24.27 25.88 - 100% by
Energy (KA) Limited AGEL
20 Adani Renewable 2018-19 INR 1.00 (0.31) 207.39 206.70 - - (0.31) - (0.31) - 100% by
Energy (GJ) Limited AGEMPL
21 Adani Renewable 2018-19 INR 6,606.00 (57.52) 14,512.62 7964.14 - - (57.52) - (57.52) - 100% by
Energy (RJ) Limited MSUPL
22 Prayatna Developers 2018-19 INR 13,671.00 (5,772.22) 1,35,110.29 1,27,211.52 - 22,924.51 (5,369.93) (1,543.38) (3,826.55) - 100% by
Private Limited AGEL
23 Adani Renewable 2018-19 INR 5.00 (3,055.28) (5,001.81) 8,052.09 4,033.29 - (648.98) - (648.98) - 100% by
Energy Park Limited AGEL
(AREPL)
24 Adani Renewable 2018-19 INR 5.00 (113.42) 4.41 112.83 3.00 - (109.62) - (109.62) - 100% by
Energy Park AGEL
(Gujarat) Limited
(AREPGL)
25 Adani Wind Energy 2018-19 INR 1.00 (0.24) 518.66 517.90 - - (0.24) - (0.24) - 100% by
(GJ) Limited AGEL
26 Adani Saur Urja (KA) 2018-19 INR 1.00 (0.27) 604.67 603.94 - - (0.27) - (0.27) - 100% by
Limited MSUPL
27 Adani Wind Energy 2018-19 INR 1.00 (0.21) 38.42 37.63 - - (0.21) - (0.21) - 100% by
(TN) Limited MSUPL
28 Adani Green Energy 2018-19 INR 1.00 - 1.00 1.00 - - - - - - 100% by
One Limited AREPGL
29 Adani Green Energy 2018-19 INR 1.00 - 1.00 1.00 - - - - - - 100% by
Three Limited AREPGL
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Annual Report 2018-19
88
Profit / Provision Profit /
Reporting Share Reserves & Total Total Proposed % of Share
Sr. No. Entity Name Currency Investment Turnover (Loss) before for (Loss) After
Period Capital Surplus Assets Liabilities Dividend Holding
Taxation Taxation Taxation
31 Adani Green Energy 2018-19 INR 1.00 - 1.00 1.00 - - - - - - 100% by
Two Limited AGEL
32 Adani Green Energy 2018-19 INR 1.00 - 1.00 1.00 - - - - - - 100% by
Four Limited AGEL
33 Adani Green Energy 2018-19 USD MN 8.31 (0.02) 9.23 0.95 0.00 0.00 (0.02) 0.00 (0.02) - 100% by
Pte Limited AGEL
INR Lakhs 5,744.64 (15.41) 6,385.34 656.11 2.07 0.00 (15.41) 0.00 (15.41)
Adani Green Energy Limited
(AGEPteL)
34 Adani Phuoc 2018-19 VND MN 18.61 (2,782.40) 30,406.14 33,169.93 0.00 0.00 (2,782.40) 0.00 (2,782.40) - 80% by
Minh Wind Power AGEL
Company Limited INR Lakhs 0.57 (82.77) 906.82 989.02 0.00 0.00 (82.77) 0.00 (82.77)
35 Adani Solar USA Inc. 2018-19 USD MN 0.01 (0.33) 15.00 15.32 0.00 0.00 (0.33) 0.00 (0.33) - 51% by AGEL
INR Lakhs 7.00 (228.76) 10,372.89 10,594.66 0.00 0.00 (228.76) 0.00 (228.76)
36 Adani Phuoc 2018-19 VND MN 18.43 (3,949.01) 36,908.15 40,838.73 0.00 0.00 (3,949.01) 0.00 (3,949.01) - 80% by
Minh Solar Power AGEL
Company Limited INR Lakhs 0.57 (117.47) 1,100.73 1,217.63 0.00 0.00 (117.47) 0.00 (117.47)
37 Adani Green Energy 2018-19 USD MN 0.00 (0.19) 0.00 0.19 0.00 0.00 (0.16) 0.02 (0.19) - 100% by
(Australia) PTE AGEPteL
Limited INR Lakhs 0.71 (129.63) 0.69 129.61 0.00 0.00 (112.20) 17.43 (129.63)
38 Adani Green Energy 2018-19 USD MN 0.00 0.00 3.21 3.22 0.00 0.00 0.00 0.00 0.00 - 100% by
(US) PTE Limited AGEPteL
INR Lakhs 0.71 (3.46) 2,223.27 2,226.02 0.00 0.00 (3.46) 0.00 (3.46)
39 Adani Green Energy 2018-19 USD MN 0.00 (0.01) 1.12 1.13 0.00 0.00 (0.01) 0.00 (0.01) - 100% by
(Vietnam) PTE AGEPteL
Limited INR Lakhs 0.71 (9.42) 773.79 782.50 0.00 0.00 (9.42) 0.00 (9.42)
A. Names of subsidiaries which are yet to commence commercial operations:
Sr. No. Name of Companies Sr. No. Name of Companies
1 Adani Green Energy (MP) Limited 10 Kilaj Solar (Maharashtra) Private Limited
2 Rosepetal Solar Energy Private Limited 11 Adani Renewable Power LLP
3 Gaya Solar (Bihar) Private Limited 12 Adani Wind Energy (TN) Limited
4 Adani Wind Energy (GJ) Limited 13 Adani Renewable Energy (RJ) Limited
5 Adani Renewable Energy (TN) Limited 14 Adani Green Energy One Limited
6 Adani Renewable Energy (GJ) Limited 15 Adani Green Energy Four Limited
7 Adani Green Energy Three Limited 16 Adani Green Energy Two Limited
8 Adani Renewable Energy (MH) Limited 17 Adani Renewable Energy Park (Gujarat) Limited
9 Adani Saur Urja (KA) Limited 18 Adani Green Energy Five Limited
B. Names of subsidiaries which have been liquidated or sold during the year: NIL
89
Annual Report 2018-19
8. List three key products that the Company manufactures/provides (as in balance sheet):
The Company is engaged in the business of generation of Power using Renewable sources of Energy and
ancilliary activities.
9. Total number of locations where business activity is undertaken by the Company and its Wholly
Owned Subsidiaries:
57 locations spread across 11 States in India
2. Do the subsidiary company / companies participate in the BR initiatives of the parent Company?
Business Responsibility initiatives of the parent company are applicable to the subsidiary companies to the extent that
they are material in relation to the business activities of the subsidiaries.
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Annual Report 2018-19
Corporate Overview
3. Do any other entity / entities that the Company does business with participate in the BR initiatives
of the Company?
No other entity / entities participate in the BR initiatives of the Company.
Section D: BR Information
Statutory Reports
1. Details of Director / Directors responsible for BR:
a) Details of the Director / Directors responsible for implementation of the BR Policy(ies)
DIN (if applicable) 07626229
Name Mr. Sagar R. Adani
Designation Executive Director
Financial Statements
Sr. No. Particulars Details
1. DIN (if applicable) -
2. Name Mr. Jayant Parimal
3. Designation Chief Executive Officer
4. Telephone Number 079-2555 5555
5. E-mail ID [email protected]
Questions P1 P2 P3 P4 P5 P6 P7 P8 P9
Do you have a policy / Policies for.... Y Y* Y Y Y Y Y Y Y
Has the policy been formulated in consultation Y Y* Y Y Y Y Y Y Y
with the relevant stakeholders?
Does the policy conform to any national/ All the policies are compliant with respective principles of NVG Guidelines.
international standards? If yes, specify?
(The policies are based on the NVG-guidelines
in addition to conformance to the spirit of
international standards like ISO 9000, ISO
14000, OHSAS 18000)
Has the policy being approved by the Board? Y Y Y Y Y Y Y Y Y
If yes, has it been signed by MD / owner / CEO /
appropriate Board Director?
Does the company have a specified committee Y Y Y Y Y Y Y Y Y
of the Board / Director / Official to oversee the
implementation of the policy?
Indicate the link for the policy to http://www.adanigreenenergy.com/Investor-relation/investor-
be viewed online? download/policies
91
Adani Green Energy Limited
Questions P1 P2 P3 P4 P5 P6 P7 P8 P9
Has the policy been formally communicated to The policies have been communicated to key internal stakeholders.
all relevant internal and external stakeholders? The communication is an ongoing process to cover all internal &
external shareholders.
Does the company have in house structure to Y Y Y Y Y Y Y Y Y
implement the policy / policies ?
Does the Company have a grievance redressal Y Y Y Y Y Y Y Y Y
mechanism related to the policy / policies to
address stakeholders’ grievances related to the
policy / policies?
Has the company carried out independent Y Y Y Y Y Y Y Y Y
Audit / evaluation of the working of this policy
by an internal or external agency?
*While the Company does not manufacture any products, the policy addresses the aspects of environmental protection in the Company’s
transactions as activities.
2a. If answer to S. No. 1 against any principle, is ‘No’, please explain why: (Tick up to 2 options)
Questions P1 P2 P3 P4 P5 P6 P7 P8 P9
The Company has not understood the principle
The Company is not at stage where it finds
itself in a position to formulate and implement
the policies on specified principle
The company does not have financial or Not Applicable
manpower resources available for the task
It is planned to be done within next six months
It is planned to be done within next one year
Any other reason (please specify)
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Annual Report 2018-19
Corporate Overview
management. Starting from the vender on boarding
Principle 2: Business should provide goods and ser-
process, applicant vendors are evaluated based
vices that are safe and contribute to sus-
on comprehensive criteria that include vendor’s
tainability throughout their life cycle
capability and performance on environmental,
1. List up to 3 of your products or services whose occupational health and safety, labour practices
Statutory Reports
design has incorporated social or environmental and quality management. After on boarding of the
concerns, risks and/or opportunities. vendor, there is a system of periodical evaluation
of vendor on comprehensive criteria that includes
The Company builds, owns and operates power plants
compliance with environmental, social and
powered by renewable sources of energy like solar and
occupational health and safety parameters Vis-a-
wind. In today’s world, electricity acts as central nervous
vis job execution as per quality criteria. This system
system that powers modern day society. Access to
fosters and promotes the sustainability concerns
reliable electric power is now considered as one of the
among vendors of the company. Besides, Company
basic necessity for society and human development.
believes in adopting new technologies in all fields
Environmental concerns have been incorporated in the
Financial Statements
of its operation to gain maximum efficiency and
design and business by adopting criteria for site selection
reduce resources consumption.
and conducting Environmental Impact Assessment. At
all the project sites of the Company, conformance to
4. Has the Company undertaken any steps to procure
environmental norms, safety, occupational health of
goods and services from local and small producers,
the employees (permanent / contract) is considered
including communities surrounding their place
a priority. The Company is working towards zero
of work? If yes, what steps have been taken
incidents across all plants. The Company also has Risk
to improve the capacity and capability of local
Identification and management framework across all
and small vendors?
operations and corporate office.
Power Projects of the Company are spread in 11 states
2.
For each such product, provide the following across India. Most of the employee based is Indian and
details in respect of resource use (energy, water, most of the services are provided by Indian workmen
raw material, etc.) per unit of product (optional) and professionals. The Company also engages the
community in its neighbourhood at various sites as
I.
Reduction during sourcing / production /
indirect workforce through business associates and
distribution achieved since the previous year
contractors based on relevant skill set and nature of
through the value chain:
job. The Company contributes to capability building
The Company is engaged in the business of
of the contractors and their workforce to ensure that
generating power using renewable sources of
the workforce is adequately trained to safely perform
energy. This helps the Company to continue
the job efficiently with higher productivity, safety and
its business using the minimal of resources. In
quality standards.
alignment with India’s mission to reduce carbon
emissions, the Company has generated 38,96,344
5.
Does the company have a mechanism to recycle
MWH of energy which have reduced CO2 emission
products and waste? If yes, what is the percentage
by 35,84,636 tonnes.
of recycling of products and waste? (Separately as
< 5%, 5-10%, >10%). Also, provide details thereof, in
II. Reduction during usage by consumers (energy,
about 50 words or so?
water) achieved since the previous year?
Waste generated at various power plants of
Not Applicable.
the Company includes used oil, cotton waste, wires,
solar modules and other general waste. A significant
3.
Does the Company have procedures in
portion of these wastes are disposed through disposing
place for sustainable sourcing (including
agencies in the region. Hazardous waste like used
transportation)?
oils are disposed through authorized recyclers.
Yes, the Company conforms to responsible The Company doesn’t have any other wastes that may
sourcing with respect to environment, safety, impact environment adversely.
human rights and ethics, apart from the economic
considerations as part of the sourcing procedure.
To promote sustainable sourcing, Company has
built the sustainability concern into its processes
for vendor development and procurement
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Adani Green Energy Limited
6.
Please indicate the number of complaints relating to child labor, forced labor, involuntary labor, sexual
harassment in the last financial year and those pending as on the end of the financial year
7.
What Percentage of under mentioned employees regulatory agencies and especially local communities
were given safety and skill up-gradation training around its sites of operations.
in the last year?
2.
Out of the above, has the company
Employee training and skills development is an integral
identified the disadvantaged, vulnerable and
aspect of the Company’s human resource strategy.
marginalized stakeholders?
The Company’s training programs extend to all
permanent and contractual employees, which are rolled Yes, the Company has identified the disadvantaged,
out as per the annual training calendar and individual vulnerable and the marginalized sections within the
employee training needs. All contractual employees local communities around its sites of operations.
are given mandatory safety training on induction as
well as on the job skills related training through the 3.
Special initiatives taken by the Company to
Contractors and the Company. engage with the disadvantaged, vulnerable and
marginalized stakeholders:
Total Training 33,708 Manhours
Out of which, Safety Training 16,966 Manhours The company firmly believes in enabling sustainable
and inclusive development of the marginalized
Principle 4: B
usiness should respect the interest of, and underserved communities. It undertakes
and be responsive towards all stakehold- these endeavours through Adani Foundation, the
ers, especially those who are disadvan- CSR, sustainability and community outreach arm
taged, vulnerable and marginalized of Adani Group.
1.
Has the company mapped its internal and Adani Foundation has been working across 2,250
external stakeholders? villages in 18 States of India, creating meaningful impact
in the lives of 3.2 million individuals a year. Its core areas
Yes, Stakeholders of the company have been mapped
of focus have been on Education, Community Health,
through a formal process of consultations at all
Sustainable Livelihood Development and Community
operations. The Company’s key stakeholders include
Infrastructure Development. Here are a summary
employees, suppliers, customers, business partners,
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Annual Report 2018-19
Corporate Overview
of the major development initiative undertaken by On requests from the community, Adani Foundation
the company through Adani Foundation. has provided seven experienced and skilled teachers
in Government Schools. This initiative aims to improve
Education: the quality of education in schools by improving
Adani Vidya Mandir, schools are providing completely student-teacher ratio and concept building of students
Statutory Reports
cost-free quality education to 2,100 meritorious in subjects like Science and Mathematics benefitting
students from economically weaker section of the over 1611 students.
society and are operational in Ahmedabad (Gujarat),
Bhadreshwar (Gujarat) and Surguja (Chhattisgarh). The Adani supported Ekal Vidyalaya envisages integrated
students are provided with free of cost transportation, and holistic development of rural India, and to take
uniform, textbooks, notebooks and meals. education to last of the rural & tribal children. Adani
supported, Shree Sankar Shewa Shamiti, Jharkhand
Adani Foundation introduced ‘Coding Sandpit’ in AVM, run Ekal Vidyalaya have commenced classes in 120
Ahmedabad in partnership with Cambridge University schools in far reached tribal villages of Sunderpahari
Financial Statements
Press, UK. This is the first time in India that a structured and Poraiyahat blocks benefitting over 3000 students.
coding curriculum is being launched in schools.
Community Health:
NABET under Quality Council of India (QCI) certifies In Riagarh, our Mobile Healthcare Unit (MHCU) has
Adani Vidya Mandir, Ahmedabad (AVMA) as the ‘NABET providing free primary healthcare to 18 villages at their
Accredited School’ thus making AVMA the first costfree doorsteps, benefitting mostly the poor and vulnerable,
school in India and the first private school in Ahmedabad especially women, elders, disabled and children.
city to achieve this fete.
Mega Health Check-up Camp at Khamaria Panchayat
In Raigarh region, Merit Scholarship Distribution and included five specialists in the fields of Pediatric,
Free Coaching Classes were conducted. Five additional Gynecology, MBBS and Dermatology. Doctors from JMJ
trained teachers were also added in Government Hospital & Wockhardt Foundation treated 374 patients.
Schools to help students do well in challenging subjects Free medicine was dispensed as per prescriptions and
like Science, Mathematics and English. 18 patients were referred further to the City Hospital. In
another Health Camp, 109 women were attended by a
Study kits in 18 villages from 14 Panchayats in Raigarh specialized doctor from JMJ Hospital.
district. Each kit included bag, child-centric books and
slates, benefiting 675 kids in 44 Anganwadi centres. Free artificial limbs and calipers were presented to
Parents, Anganwadi workers, women & child welfare especially abled villagers through a function organized
dept., ICDS Dept. applauded our effort to encourage at village Karwahi of Tamanar Block. Specialists from
enrollment of kids as well to retain them in the Jaipur Foot organization supported Adani Foundation
Anganwadi centers. in conducting the camp wherein another 35 people
received free hearing aids.
In the tribal hinterland of Godda district in Jharkhand,
Adani Foundation in partnership with the District Sustainable Livelihood Development:
Administration and Eckovation Solutions Pvt. Ltd. In order to help acquire modern farming skills and
launched Gyanodaya project in August 2018. The harvesting techniques, 25 farmers from Khamharia,
objective was to promote e-learning through Smart Dholnara, Karwahi, Milupara and Mudagaon villages
Classes. Gyanodaya project covers 157 Government were taken for a two-day training and exposure visit
Schools of Godda district covering 200 villages in 9 to PNB Farmers welfare Trust Raipur. Experts and
blocks, reaching 65,000 students of 8th to 12th standards. agroscientists from the Indira Gandhi Krishi Vidyalaya
were the resource persons and mentors during the visit.
Raincoats were distributed to children in 20 schools,
benefiting 4800 students from 15 villages. The A special veterinary camp was organized by Adani
objective of the distribution programme was to Foundation in collaboration with Government
encourage students to attend schools regularly even Veterinary Department in village Milupara. As many
on a rainy day. as 658 animals, that included Goats, cows, bullocks,
buffaloes, were provided with free medicines after
‘Apna School’ Programme, to provide Competitive proper health check-up.
Classes & Coaching, was initiated in the tribal
villages of Nayabad, Gangta, Petbi and Baliakitta
benefitting 233 students.
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Adani Green Energy Limited
On the request of many local youth, a 10-day badminton Our policies on human capital management aim to
tournament was organized at Khantnai village with 32 eliminate discrimination at the workplace. We have
participants and thousands of spectators. comprehensive disciplinary and grievance procedures
in place that meet all requirements in terms of
On the Occasion of Major Dhyanchand’s birth anniversary, fairness as defined in the applicable legislation. We are
National Sports Day (29th August) was celebrated. Race, committed to the labour rights principles provided in
Kabaddi, Tug of War, Jalebi Race etc. were organized the International Labour Organisation core conventions,
with much enthusiasm and participation. including eradication of child or forced labour and
harassment or intimidation in the workplace
Kabaddi Tournament for Men and Women were
organized at Tamnar block in Raigarh. During the three We do not have any collective bargaining agreements
day event, over 320 men and women participants from with our workforce. However, our engagement activities
18 different villages and showcased their talent with an provide sufficient avenues to our employees as well as
average of 6,000 spectators. contract workers to voice their opinions.
Adani T-10 Cricket Premier League 2019 was held at Good health and safety practices ensure effective
Dholnara village, Raigarh dist. This year, the villagers performance of our workforce. We realised that we are
had formed a “Cricket Organizing Committee” and taken functioning in a sector which exposes our employees
the responsibility of running the tournament. All the and local communities to health and safety hazards. We
teams had received cricket kits, uniforms, shoes and all have policies and procedures in place to identify and
other facilities from Adani Foundation. control the safety risks.
Community Infrastructure Development Our OH&S policies have been formulated with due
At time, lack of toilet facilities can deter students, consultation. Dedicated Safety team monitors the
especially girls, from attending school. Three toilet safety performance of all project sites. The OH&S
blocks in Baksara Middle School, Motia High School, and function facilitates effective implementation of all
Basantpur Middle School were built and handed over, policies and protocols.
benefitting 1200 students. Promoting and facilitating
a culture of cleanliness was also the other objective. On-site emergency plan and safety operating
Further, 25 water recharge pits have been dug near the procedures are in place at all our locations. We monitor
hand pumps and wells in 12 villages. various lead and lag safety indicators to measure our
safety performance at all sites. It is ensured that labels,
Renovation and maintenance of hand pumps in the indicators, posters, tags and signages related to safety
area were taken up with an aim of ensuring 100% aspects are displayed for awareness.
functioning. In total 210 hand pumps were restored,
serving 1866 households. Additionally, 14 deep Workforce at all operating locations is motivated to
bore-wells were installed for providing drinking water achieve excellence in all aspects of safety.
round the year.
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Annual Report 2018-19
Corporate Overview
2.
How many stakeholder complaints have been 5. Has the Company undertaken any other initiatives
received in the past financial year and what percent on - clean technology, energy efficiency,
was satisfactorily resolved by the Management? renewable energy, etc.?
No stakeholder complaints were received during the All the project sites of the Company are set up for
Statutory Reports
last financial year. generation of power using Renewable Sources of Energy.
Principle 6: Business should respect, protect, and Some efforts by the Company under technology
make effort to restore the environment absorption, adaptation and innovation are:
1. Does the policy pertaining to this Principle cover
• T
he Company earlier used to clean its solar panels
only the Company or extends to the Group / Joint
using 1 litre water per module per cycle, however,
Ventures / Suppliers / Contractors / NGOs / others?
after improving SOPs, the Company is able to reduce
The Company has adopted an Environment Policy the water consumption to 0.9 litre water per module
Financial Statements
as these aspects are integral to the Company’s per cycle. The Company aims to further reduce the
business at operating locations. All subsidiaries, joint water consumption to 0.7 litre water per module per
ventures, suppliers and contractors are required to cycle after improvising technology to use correct
abide by the Company’s Environment Policy and work mixture of compressed air and water, which is under
procedures at sites. testing stages.
2.
Does the company have strategies / initiatives • In addition, the Company is also exploring water less
to address global environmental issues such as cleaning by robots.
climate change, global warming, etc.? Y / N. If yes,
please give hyperlink for web page, etc. • T
he Company is also experimenting growing small
height shrubs / grass so as to reduce intensity of soiling.
Yes, the Company is committed to addressing
global environmental issues such as climate change
6.
Are the Emissions / Waste generated by the
and global warming in a socially, ecologically and
Company within the permissible limits given by
economically responsible manner through adoption of
CPCB / SPCB for the financial year being reported?
energy and resource efficiency initiatives at all project
sites. 100% of the power generated at the project Yes, the Company is in compliance with the prescribed
sites of the Company are from sources like wind and permissible limits as per Central Pollution Control
solar. Details of various project sites of the Company Board (CPCB) / State Pollution Control Board (SPCB)
are available on the website of the Company i.e. for discharge of solid and hazardous waste generation
www.adanigreenenergy.com. and disposal. The nature of business being carried out
by the Company is such that air emissions and effluent
3.
Does the Company identify and assess potential quality are not applicable.
environmental risks? Y/N
7.
Number of show cause / legal notices received
Yes, the Company regularly identifies and assesses
from CPCB / SPCB which are pending as of end of
environmental risk during all stages of its existing
financial year.
and planned projects. At the time of planning of new
projects, environmental impacts are assessed through There are no pending or unresolved show cause /
structured process and management plans are prepared. legal notices received from CPCB / SPCB as on end of
Financial Year 2018-‘19.
4.
Does the Company have any project related to
Clean Development Mechanism (CDM)? If so Principle 7: Business, when engaged in influencing
provide details thereof, in about 50 words or so. public and regulatory policy, should do so
Also, If Yes, whether any environmental compliance in a responsible manner
report is filed? 1.
Is your Company a member of any trade and
chambers of association? If Yes, name only those
All the project sites of the Company are set up for
major ones that your business deals with.
generation of power using Renewable Sources of
Energy, which are clean in the nature and doesn’t affect Yes, the Company is a member of the following
the environment adversely. key associations, either directly or through its
Group companies:
• National Solar Energy Federation of India (NSEFI)
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Adani Green Energy Limited
• Solar Power Developers Association (SPDA) registered under Bombay Public Charity Trust act, 1950
and Society’s Registration Act 1860. The CSR programs
• Tamilnadu Solar Power Generators’ Association
are carried out by and large through Adani Foundation
2.
Have you advocated / lobbied through above (AF) which has a dedicated experienced team of
associations for the advancement or improvement professionals that comprises of experts in domains of
of public good? Yes/No; If yes specify the broad education, healthcare, infrastructure development,
areas (Governance and Administration, Economic livelihood and other fields to carry out the development
Reform, Inclusive Development Polices, Energy work for the communities. CSR projects and activities
security, Water, Food Security, Sustainable Business are carried out by the Adani foundation and as and when
Principles, Others) required ADANI FOUNDATION has entered few resource
& knowledge partnerships with several government
Yes, through membership in the above associations,
agencies, governmental supported organizations and
the Company has advocated on the key issues impacting
non-governmental organizations.
energy security including but not limited to power sale,
financial health of discoms, transmission evacuation & 3.
Have you done any impact assessment of
logistics, grant of clearances, environment, financing, your initiative?
taxation and fiscal benefits.
Yes, regular impact assessment studies are carried
out by the foundation to evaluate its various
The Company does not engage in any form of
ongoing programs and to analyse the quantum of
lobbying activities. Advocacy Policy is in place to
transformation the program are able to make on the
enhance competitiveness, effectiveness and positively
lives of the communities. There are monthly, quarterly
contribute to the development of the Power sector.
and yearly reviews of the programs carried out by the
The broad areas under the purview of Advocacy Policy
different levels of management to continually improve
are energy security, governance and administration,
the program implementation and outcomes. A third
enhancing competition and transparency in power
party objective impact Assessment and additional Need
sector, structural changes for facilitating capacity
Assessments are carried out by competent agencies too.
addition, electricity distribution reforms and promotion
of renewable energy etc.
4. What is the Company’s direct monetary contribution
to community development projects and details of
Principle 8: Business should support inclusive growth
projects undertaken?
and equitable development
1. Does the company have specified programme / The monetary contribution made by the Company’s
initiatives / projects in pursuit of the policy related subsidiaries to community development projects in
to principle 8? If yes, details thereof. FY2018-19 was ` 33.00 Lakhs.
The company has formulated and implemented a
5.
Have you taken steps to ensure that community
Corporate Social Responsibility Policy (CSR). Adani
development initiative is successfully adopted by
Foundation is the Corporate Social Responsibility (CSR)
the community? Please explain in 50 words.
wing of Adani Group and is dedicated to undertake
various activities for the sustainable development Community members are included in the process of
of communities around the sites of operations of need assessment, inception, execution and utilization
the Group companies. The Foundation works in four of services related to any development initiative.
core areas - Quality Education, Community Health, In addition, efforts are made to involve relevant
Sustainable Livelihood Development and Rural government agencies and suitable non-government
Infrastructure Development. It lays special focus upon organizations. These inclusive approach help make our
the marginalized sections of the communities. The initiatives become more sustainable and being adopted
Foundation presently operates across 2250 villages & by the community.
towns in 18 Indian states creating meaningful impact
in the lives of 3.2 million individuals a year. The list Principle 9: Business should engage with and provide
of major initiatives is given in response to question 3 value to their customers and consumers
of principle 4. in a responsible manner
1.
What Percentage of customer complaints /
2. Are the programmes / projects undertaken through consumer cases are pending as on the end of
in-house team / own foundation / external NGO / financial year?
Govt. structure / any other organisation?
There are no customer complaints / consumer cases
dani Foundation is the well-structured Corporate
A pending as on March 31, 2019.
Social Responsibility (CSR) arm of Adani Group. It is
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Annual Report 2018-19
Corporate Overview
2. Does the company display product information on 4. Did your company carry out any consumer survey
the product label, over and above what is mandated consumer satisfaction trends?
as per local laws? Yes / No / N. A. / Remarks
The Company develop, build, own, operate and
(additional information)
maintain utility scale grid connected solar and wind
Statutory Reports
The Company produces electricity, for which product farm projects and generate revenue through the sale
labelling is not required. However, Electricity being of electricity to central and state government entities
the product, it requires utmost safety in handling and and government-backed corporations. The Company
precautions while using. The Company has displayed has long term PPAs of 25 years with central and state
safety signage at prominent locations including government entities out of which nearly 60% of the
the sub-stations. PPAs are with central government entities (viz. NTPC
and SECI). Hence, undertaking consumer survey may
3. Is there any case filed by any stakeholder against not be relevant for the Company. However, the Company
the Company regarding unfair trade practices, strives for continuous improvement process through
irresponsible advertising and/or anti-competitive
Financial Statements
which periodic feedback taken on a regular basis from
behaviour during the last five years and pending as stakeholders and an immediate action is taken on any
of end of Financial Year? issues that they are facing.
There are no cases pending with regard to unfair
trade practices, irresponsible advertising and / or
anticompetitive behaviour as on March 31, 2019.
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Adani Green Energy Limited
The key audit matter How the matter was addressed in our audit
As at 31 March 2019, the Company has recognized deferred As part of our audit procedures in this area:
tax assets aggregating to ` 1,013.13 lakhs towards deductible
• w
e obtained the management’s calculations of future
temporary differences.
taxable profits;
The Company has recognized deferred tax assets to the extent
• w
e tested the reasonableness of the future taxable profits in
that it is probable that the future taxable profits will be available
light of the Company’s current financial performance, operating
against which such deductible temporary differences can be
model and contractual arrangements;
utilized. Accordingly, deferred tax assets on unused tax losses
aggregating to ` 9,982.50 lakhs have not been recognized as • w e evaluated the Company’s ability to avail deduction of
at 31 March 2019. temporary differences and unused tax losses from such
projected future taxable profits within the time limit before the
We have determined this to be a key audit matter due to the
relevant entitlements expire;
significant judgment involved in preparing forecasts of future
taxable profits which will result in utilization of the recognized • w e examined the disclosures in Note 7 of the standalone
deferred tax assets. financial statements for adequacy and appropriateness
including around the disclosure of judgment applied in
The Company’s disclosure with respect to deferred tax is
estimating recognized and unrecognized deferred tax assets.
included in Note 7 of the standalone financial statements.
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Annual Report 2018-19
Corporate Overview
Business combinations – significant one – off common control transaction
With respect to accounting policies applied, please refer to Note 2 to the standalone financial statements.
The key audit matter How the matter was addressed in our audit
During the year, the Company acquired the Solar business from a As part of our audit procedures in this area:
Statutory Reports
related party which was a significant one – off common control
• w
e examined the Scheme of Arrangement pursuant to which
transaction with the appointed date of 1 April 2018.
the business acquisition was carried out along with the
The accounting for the acquisition of the Solar business was regulatory approvals required for the Scheme of Arrangement
complex as it required the Company to restate prior year figures to take effect;
in accordance with requirements of Ind AS 103 – “Business
• w
e evaluated the appropriateness of the accounting treatment
Combinations” along with explanatory disclosures. This also
followed by the Company in this regard, with reference to the
resulted in significant amount of audit effort.
requirements of the accounting principles generally accepted
Accordingly, we have determined this to be a key audit matter. in India, including Ind AS;
Other Information with the provisions of the Act for safeguarding of the assets
The Company’s management and Board of Directors are of the Company and for preventing and detecting frauds and
responsible for the other information. The other information other irregularities; selection and application of appropriate
comprises the information included in the Company’s annual accounting policies; making judgments and estimates that
report, but does not include the financial statements and are reasonable and prudent; and design, implementation
our auditors’ report thereon. and maintenance of adequate internal financial controls
that were operating effectively for ensuring the accuracy
Our opinion on the standalone financial statements does and completeness of the accounting records, relevant to the
not cover the other information and we do not express any preparation and presentation of the standalone financial
form of assurance conclusion thereon. statements that give a true and fair view and are free from
material misstatement, whether due to fraud or error.
In connection with our audit of the standalone financial
statements, our responsibility is to read the other In preparing the standalone financial statements,
information and, in doing so, consider whether the other management and Board of Directors are responsible for
information is materially inconsistent with the standalone assessing the Company’s ability to continue as a going
financial statements or our knowledge obtained in the audit concern, disclosing, as applicable, matters related to
or otherwise appears to be materially misstated. If, based going concern and using the going concern basis of
on the work we have performed, we conclude that there accounting unless management either intends to liquidate
is a material misstatement of this other information, we the Company or to cease operations, or has no realistic
are required to report that fact. We have nothing to report alternative but to do so.
in this regard.
Board of Directors is also responsible for overseeing
Management's Responsibility for the Standalone the Company’s financial reporting process.
Financial Statements
The Company’s management and Board of Directors are Auditors’ Responsibilities for the Audit of the
responsible for the matters stated in Section 134(5) of the Standalone Financial Statements
Act with respect to the preparation of these standalone Our objectives are to obtain reasonable assurance about
financial statements that give a true and fair view of the state whether the standalone financial statements as a whole
of affairs, loss and other comprehensive income, changes in are free from material misstatement, whether due to fraud
equity and cash flows of the Company in accordance with the or error, and to issue an auditor’s report that includes our
accounting principles generally accepted in India, including opinion. Reasonable assurance is a high level of assurance,
the Indian Accounting Standards (Ind AS) specified under but is not a guarantee that an audit conducted in accordance
Section 133 of the Act. This responsibility also includes with SAs will always detect a material misstatement when it
maintenance of adequate accounting records in accordance exists. Misstatements can arise from fraud or error and are
101
Adani Green Energy Limited
considered material if, individually or in the aggregate, they We also provide those charged with governance with a
could reasonably be expected to influence the economic statement that we have complied with relevant ethical
decisions of users taken on the basis of these standalone requirements regarding independence, and to communicate
financial statements. with them all relationships and other matters that may
reasonably be thought to bear on our independence, and
As part of an audit in accordance with SAs, we exercise where applicable, related safeguards.
professional judgment and maintain professional skepticism
throughout the audit. We also: From the matters communicated with those charged with
governance, we determine those matters that were of
• Identify and assess the risks of material misstatement of most significance in the audit of the standalone financial
the standalone financial statements, whether due to fraud statements of the current period and are therefore the key
or error, design and perform audit procedures responsive audit matters. We describe these matters in our auditors’
to those risks, and obtain audit evidence that is sufficient report unless law or regulation precludes public disclosure
and appropriate to provide a basis for our opinion. The about the matter or when, in extremely rare circumstances,
risk of not detecting a material misstatement resulting we determine that a matter should not be communicated
from fraud is higher than for one resulting from error, as in our report because the adverse consequences of doing
fraud may involve collusion, forgery, intentional omissions, so would reasonably be expected to outweigh the public
misrepresentations, or the override of internal control. interest benefits of such communication.
• Obtain an understanding of internal control relevant to
Report on Other Legal and Regulatory Requirements
the audit in order to design audit procedures that are
1) As required by the Companies (Auditors’ Report) Order,
appropriate in the circumstances. Under section 143(3)
2016 (“the Order”) issued by the Central Government
(i) of the Act, we are also responsible for expressing our
in terms of section 143 (11) of the Act, we give in the
opinion on whether the company has adequate internal
“Annexure-A” a statement on the matters specified in
financial controls with reference to financial statements
paragraphs 3 and 4 of the Order, to the extent applicable.
in place and the operating effectiveness of such controls.
• Evaluate the appropriateness of accounting policies used A) As required by Section 143(3) of the Act,
and the reasonableness of accounting estimates and we report that:
related disclosures made by management.
a) We have sought and obtained all the
• Conclude on the appropriateness of management’s use of
information and explanations which to
the going concern basis of accounting and, based on the
the best of our knowledge and belief were
audit evidence obtained, whether a material uncertainty
necessary for the purposes of our audit.
exists related to events or conditions that may cast
significant doubt on the Company’s ability to continue as a
b) In our opinion, proper books of account
going concern. If we conclude that a material uncertainty
as required by law have been kept by
exists, we are required to draw attention in our auditor’s
the Company so far as it appears from our
report to the related disclosures in the standalone
examination of those books.
financial statements or, if such disclosures are inadequate,
to modify our opinion. Our conclusions are based on the
c) The Standalone Balance Sheet, the
audit evidence obtained up to the date of our auditor’s
Standalone Statement of Profit and Loss
report. However, future events or conditions may cause
(including other comprehensive income), the
the Company to cease to continue as a going concern.
Standalone Statement of Changes in Equity
• Evaluate the overall presentation, structure and content and the Standalone Statement of Cash Flows
of the standalone financial statements, including the dealt with by this Report are in agreement
disclosures, and whether the standalone financial with the books of account.
statements represent the underlying transactions and
events in a manner that achieves fair presentation. d) In our opinion, the aforesaid standalone
financial statements comply with the Ind AS
We communicate with those charged with governance
specified under section 133 of the Act.
regarding, among other matters, the planned scope and
timing of the audit and significant audit findings, including
e) On the basis of the written representations
any significant deficiencies in internal control that we
received from the directors as on 31 March
identify during our audit.
2019 taken on record by the Board of
Directors, none of the directors is disqualified
102
Annual Report 2018-19
Corporate Overview
as on 31 March 2019 from being appointed as a C) With respect to the matter to be included in the
director in terms of Section 164(2) of the Act. Auditors’ Report under Section 197(16):
f) With respect to the adequacy of the internal In our opinion and according to the information
financial controls with reference to financial and explanations given to us, the remuneration
Statutory Reports
statements of the Company and the operating paid by the Company to its directors during the
effectiveness of such controls, refer to our current year is in accordance with the provisions
separate Report in “Annexure-B”. of Section 197 of the Act. The remuneration paid
to any director is not in excess of the limit laid
B) With respect to the other matters to be included in down under Section 197 of the Act. The Ministry
the Auditors’ Report in accordance with Rule 11 of of Corporate Affairs has not prescribed other
the Companies (Audit and Auditors) Rules, 2014, details under Section 197(16) which are required
in our opinion and to the best of our information to be commented upon by us.
and according to the explanations given to us:
ii) The Company did not have any long-term Nirav Patel Anuj Jain
contracts including derivative contracts Partner Partner
for which there were any material Membership No. 113327 Membership No. 119140
foreseeable losses.
Place: Ahmedabad Place: Ahmedabad
iii) There were no amounts which were required Date: 15 May 2019 Date: 15 May 2019
to be transferred to the Investor Education
and Protection Fund by the Company during
the year ended 31 March 2019.
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Adani Green Energy Limited
i. (a) The Company has maintained proper records (c) There is no overdue amount in respect of loans
showing full particulars, including quantitative granted to the companies listed in the register
details and situation of fixed assets. maintained under Section 189 of the Act.
(b) The Company has a regular programme of physical iv. In our opinion and according to the information and
verification of its fixed assets by which all fixed explanations given to us, the Company has complied
assets are verified by the management in a phased with provision of section 185 of the Act with respect
manner over a period of three years. In accordance to loans, guarantees and investments. According to the
with this programme, certain fixed assets information and explanations given to us, the Company
were verified during the year and no material is engaged in the business of providing infrastructural
discrepancies were noticed on such verification. facilities and accordingly the provisions of section 186
In our opinion, this periodicity of physical (except subsection (1) of Section 186) of the Act are
verification is reasonable having regard to the size not applicable to the Company. In our opinion, and
of the Company and the nature of its assets. according to the information and explanations given
to us, the Company has made investment referred in
(c) According to the information and explanations Section 186(1) of the Act and have complied with the
given to us and the records examined by us and provisions of Section 186 of the Act.
based on the examination of the registered sale
deed / transfer deed / conveyance deed provided v. In our opinion, and according to the information
to us, we report that, the tittle deeds of immovable and explanations given to us, the Company has not
properties are held in the name of the Company. accepted deposits as per the directives issued by the
Reserve Bank of lndia and the provisions of Sections 73
ii. The inventory has been physically verified by to 76 or any other relevant provisions of the Act and the
the management during the year. In our opinion, rules framed there under. Accordingly, paragraph 3(v)
the frequency of verification is reasonable. The of the Order is not applicable to the Company.
discrepancies noticed on verification between
the physical stock and the book records were not vi. The Central Government has not prescribed the
material and have been appropriately dealt with in the maintenance of cost records under Section 148(1) of the
books of accounts. Act for any of the products manufactured or services
rendered by the Company. Accordingly, the provisions
iii. According to the information and explanations given of clause 3(vi) of the Order are not applicable.
to us, the Company has granted unsecured loans to
companies covered in the register maintained under vii. (a) According to the information and explanations
Section 189 of the Act. The Company has not granted given to us and on the basis of our examination of
any loans, secured or unsecured, to firms, Limited the records of the Company, amounts deducted/
Liability Partnerships or other parties. accrued in the books of account in respect of
undisputed statutory dues including Provident
(a) In our opinion, the rate of interest and other terms fund, Income-Tax, Service Tax, Goods and Service
and conditions on which the loans has been Tax and other material statutory dues have
granted to the Companies listed in the register generally been regularly deposited during the year
maintained under Section 189 of the Act were not by the Company with the appropriate authorities.
prejudicial to the Company’s interest. As explained to us, Company did not have any
dues on account of Employees’ state insurance,
(b) According to the information and explanations Sales tax, Value added tax, duty of excise, duty of
given to us, the loans granted to Companies customs and cess during the current year.
listed in the register maintained under Section
189 of the Act are repayable within 365 days. According to the information and explanations
The borrowers have been regular in repaying the given to us, no undisputed amounts payable in
principal amounts as and when demanded and in respect of Income-Tax, Service Tax, Goods and
the payment of interest. Service Tax and other material statutory dues
were in arrears as at 31 March 2019 for a period
of more than six months from the date they
became payable.
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Corporate Overview
In respect of Provident Fund, as explained in Note xiii. According to the information and explanations given
33 to the standalone financial statements, pending to us and based on our examination of the records of
clarity on the matter, the Company is currently the Company, transactions with the related parties are
unable to determine the extent of arrears of such in compliance with the provisions of Sections 177 and
Provident Fund outstanding as at 31 March 2019 188 of the Act where applicable. The details of such
Statutory Reports
for a period of more than six months from the date related party transactions have been disclosed in the
they become payable and hence, we are unable to standalone financial statements as required by the
comment on such Provident Fund arrears, if any. applicable Indian Accounting Standards.
(b) According to the information and explanations xiv. According to the information and explanations given
given to us, there are no dues of Income-tax, Sales to us and based on the examination of the records
tax, Service tax, Goods and Service tax, duty of of the Company, the Company has not made any
excise, Value Added tax and duty of customs as preferential allotment or private placement of shares
at 31 March 2019, which have not been deposited or fully or partly convertible debentures during the
viii. In our opinion and according to the information and xv. According to the information and explanations given
explanations given to us, the Company has not defaulted to us and based on our examination of the records of
in repayment of dues to its bankers and financial the Company, the Company has not entered into any
institutions. The Company did not have any outstanding non-cash transactions, within the meaning of Section
debentures or dues to government during the year. 192 of the Act, with directors or persons connected
with them. Accordingly, paragraph 3(xv) of the Order is
ix. According to the information and explanations given not applicable to the Company.
to us and based on our examination of the records
of the Company, the Company has not raised any xvi. In our opinion and according to the information and
moneys by way of initial public offer or further public explanations given to us, the Company is not required
offer (including debt instruments) during the year. to be registered under Section 45-IA of the Reserve
In our opinion and according to the information and Bank of India Act, 1934. Accordingly, paragraph 3(xvi)
explanations given to us, the term loans taken by of the Order is not applicable to the Company.
the Company have been applied for the purpose for
which they are raised. For B S R & Co. LLP For Dharmesh Parikh & Co.
Chartered Accountants Chartered Accountants
x. During the course of our examination of the books and Firm's Registration No. Firm’s Registration No. 112054W
records of the Company, carried out in accordance with 101248W/W-100022
the generally accepted auditing practices in India, and
according to the information and explanation given Nirav Patel Anuj Jain
to us, we have neither come across any instance of Partner Partner
material fraud by the Company or on the Company by Membership No. 113327 Membership No. 119140
its officers or employees, notices or reported during the
year, nor have we been informed of any such case by Place: Ahmedabad Place: Ahmedabad
the management. Date: 15 May 2019 Date: 15 May 2019
105
Adani Green Energy Limited
106
Annual Report 2018-19
Corporate Overview
disposition of the company's assets that could have a of changes in conditions, or that the degree of compliance
Statutory Reports
material effect on the standalone financial statements. with the policies or procedures may deteriorate.
Inherent Limitations of Internal Financial For B S R & Co. LLP For Dharmesh Parikh & Co.
controls with Reference to Standalone Financial Chartered Accountants Chartered Accountants
Statements Firm's Registration No. Firm’s
Because of the inherent limitations of internal financial 101248W/W-100022 Registration No. 112054W
controls with reference to financial statements, including
the possibility of collusion or improper management override Nirav Patel Anuj Jain
of controls, material misstatements due to error or fraud Partner Partner
Membership No. 119140
107
Adani Green Energy Limited
Balance Sheet
as at 31st March, 2019
` in Lakhs
As at As at
Particulars Notes
31st March, 2019 31st March, 2018
Assets
Non-Current Assets
(a) Property, Plant and Equipment 4.1 6,077.11 6,880.73
(b) Capital Work-In-Progress 4.2 115.39 -
(c) Intangible Assets 4.3 79.03 42.72
(d) Financial Assets
(i) Investment 5 2,02,971.29 1,52,966.01
(ii) Other Financial Assets 6 3,916.33 19,905.46
(e) Deferred Tax Assets (Net) 7 1,013.13 591.21
(f) Income Tax Assets (Net) 1,053.81 422.95
(g) Other Non - Current Assets 8 38.81 88.09
Total Non - Current Assets 2,15,264.90 1,80,897.17
Current Assets
(a) Inventories 9 25,140.15 285.10
(b) Financial Assets
(i) Investments 10 - 0.04
(ii) Trade Receivables 11 31,495.12 88,793.74
(iii) Cash and Cash Equivalents 12 10,851.85 3,792.51
(iv) Bank balances other than (iii) above 13 1,119.28 236.04
(v) Loans 14 2,09,247.32 2,41,685.12
(vi) Other Financial Assets 15 9,855.66 1,443.24
(c) Other Current Assets 16 38,196.23 15,545.55
Total Current Assets 3,25,905.61 3,51,781.34
Total Assets 5,41,170.51 5,32,678.51
Equity And Liabilities
Equity
(a) Equity Share Capital 17 1,56,401.43 1,56,401.43
(b) Instruments entirely equity in nature 74,914.24 -
(c) Other Equity 18 (15,519.86) (12,010.82)
Total Equity 2,15,795.81 1,44,390.61
Liabilities
Non - Current Liabilities
(a) Financial Liabilities
(i) Borrowings 19 1,73,850.94 2,26,620.96
(b) Provisions 20 721.09 148.32
Total Non - Current Liabilities 1,74,572.03 2,26,769.28
Current Liabilities
(a) Financial Liabilities
(i) Borrowings 21 54,113.12 1,21,764.12
(ii) Trade Payables 22
i Total outstanding dues of micro enterprises and small enterprises 8.23 -
ii Total outstanding dues of creditors other than micro enterprises and 8,963.30 7,685.83
small enterprises
(iii) Other Financial Liabilities 23 35,858.27 31,379.20
(b) Other Current Liabilities 24 51,562.11 660.55
(c) Provisions 25 297.64 28.92
Total Current Liabilities 1,50,802.67 1,61,518.62
Total Liabilities 3,25,374.70 3,88,287.90
Total Equity and Liabilities 5,41,170.51 5,32,678.51
The notes referred above are an integral part of these financial statements.
In terms of our report attached
For Dharmesh Parikh & Co. For B S R Co. & LLP For and on behalf of the Board of Directors of
Chartered Accountants Chartered Accountants ADANI GREEN ENERGY LIMITED
Firm Registration Number: Firm Registration Number:
112054W 101248W/W-100022
Anuj Jain Nirav Patel Rajesh S. Adani Sagar R. Adani Jayant Parimal
Partner Partner Director Executive Director Chief Executive Officer
Membership No. 119140 Membership No. 113327 DIN : 00006322 DIN : 07626229
Ashish Garg Pragnesh Darji
Chief Financial Officer Company Secretary
Place : Ahmedabad Place : Ahmedabad Place : Boston Place : Singapore Place : New Delhi
Date : 15th May, 2019 Date : 15th May, 2019 Date : 15th May, 2019
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Annual Report 2018-19
Corporate Overview
for the year ended 31st March, 2019
` in Lakhs
For the Year Ended For the Year Ended
Particulars Notes
31st March, 2019 31st March, 2018
Income
Revenue from Operations 26 31,812.67 1,71,875.87
Statutory Reports
Other Income 27 30,264.66 6,672.57
Total Income 62,077.33 1,78,548.44
Expenses
Cost of Materials consumed - 8,143.28
Purchase of Traded goods 29,769.89 1,58,702.27
Employee Benefits Expenses 28 2,567.26 1,659.41
Finance Costs 29 28,823.71 13,097.69
Depreciation and Amortisation Expenses 4.1 and 4.3 834.07 930.04
Other Expenses 30 3,998.59 1,228.47
The notes referred above are an integral part of these financial statements.
In terms of our report attached
For Dharmesh Parikh & Co. For B S R Co. & LLP For and on behalf of the Board of Directors of
Chartered Accountants Chartered Accountants ADANI GREEN ENERGY LIMITED
Firm Registration Number: Firm Registration Number:
112054W 101248W/W-100022
Anuj Jain Nirav Patel Rajesh S. Adani Sagar R. Adani Jayant Parimal
Partner Partner Director Executive Director Chief Executive Officer
Membership No. 119140 Membership No. 113327 DIN : 00006322 DIN : 07626229
Ashish Garg Pragnesh Darji
Chief Financial Officer Company Secretary
Place : Ahmedabad Place : Ahmedabad Place : Boston Place : Singapore Place : New Delhi
Date : 15th May, 2019 Date : 15th May, 2019 Date : 15th May, 2019
109
Adani Green Energy Limited
C. Other Equity
For the year ended 31st March, 2019
` in Lakhs
Reserves and Surplus
Capital Reserve on Retained Total
Particulars
Demerger Earnings
(refer note 43)
Balance as at 1st April, 2018 (290.96) (11,719.86) (12,010.82)
(Loss) for the year - (3,498.38) (3,498.38)
Other Comprehensive (Loss) - (10.66) (10.66)
Total Comprehensive (Loss) for the year - (3,509.04) (3,509.04)
Balance as at 31st March, 2019 (290.96) (15,228.90) (15,519.86)
Corporate Overview
for the year ended 31st March, 2019
` in Lakhs
For the Year Ended For the Year Ended
Particulars
31st March, 2019 31st March, 2018
(A) Cash flow from operating activities
(Loss) before tax: (3,916.19) (5,212.72)
Statutory Reports
Adjustment for:
Interest Income (25,296.61) (5,560.30)
Net gain on sale/ fair valuation of investments through profit and loss (159.15) (73.69)
Loss / (Gain) on sale of Property, plant and equipment 1.97 (0.16)
Foreign Exchange Fluctuation (gain) / loss (Unrealised) (425.12) 0.08
Depreciation and amortisation expenses 834.07 930.04
Corporate Guarantee Commission (224.12) (151.12)
Finance Costs 28,823.71 13,097.69
(361.44) 3,029.82
111
Adani Green Energy Limited
` in Lakhs
For the Year Ended For the Year Ended
Particulars
31st March, 2019 31st March, 2018
(C) Cash flow from financing activities
Proceeds from issue of Equity Share Capital - 10,284.78
Proceeds from Non - Current borrowings (refer note 45) 49,350.18 2,81,598.65
Repayment of Non - Current borrowings (19,741.15) (93,297.81)
Proceeds from Current borrowings - Banks 27,006.32 91,617.58
Repayment of Current borrowings - Banks (62,668.31) (15,000.00)
(Repayment of) / Proceeds from Current borrowings - Unsecured Loans from (31,961.45) 31,961.45
Related Parties (net)
Finance Costs Paid (26,839.04) (13,502.15)
Net cash (used in) / generated from financing activities (C) (64,853.45) 2,93,662.50
Net increase in cash and cash equivalents (A)+(B)+(C) 7,059.34 3,134.11
Cash and cash equivalents at the beginning of the year 3,792.51 658.40
Cash and cash equivalents at the end of the year 10,851.85 3,792.51
Notes to Cash flow Statement :
1. Reconciliation of Cash and cash equivalents with the Balance Sheet: 10,851.85 3,792.51
Cash and cash equivalents as per Balance Sheet (refer note 12)
10,851.85 3,792.51
2. As per the amendment in "Ind AS 7 Statement of Cash Flows : Disclosure of changes in liabilities arising from financing activities,
including both changes arising from cash flows and non-cash changes are included below. This amendment has become
effective from 1st April, 2017 and the required disclosure is made below. There is no other impact on the financial statements
due to this amendment.
Changes in fair
As at Unsecured As at
Particulars Cash Flows values (Including
1st April, 2018 Perpetual Debt 31st March,
Exchange Rate
(refer note 45) 2019
Difference)
Non - Current borrowings (Refer note 19 and 24) 2,26,887.97 (74,914.24) 29,609.03 641.72 1,82,224.47
Current borrowings (Refer note 21) 1,21,764.12 - (67,623.44) (27.56) 54,113.12
Changes in fair As at
As at Unsecured
Particulars Cash Flows values (Including 31st March,
1st April, 2017 Perpetual Debt
Exchange Rate 2018
Difference)
Non - Current borrowings (Refer note 19 and 24) 41,702.52 - 1,88,300.84 (3,115.39) 2,26,887.97
Current borrowings (Refer note 21) 13,196.23 - 1,08,579.03 (11.14) 1,21,764.12
3. The Statement of Cash Flow has been prepared under the 'Indirect Method' set out in Ind AS 7 'Statement of Cash Flows'.
The notes referred above are an integral part of these financial statements.
In terms of our report attached
For Dharmesh Parikh & Co. For B S R Co. & LLP For and on behalf of the Board of Directors of
Chartered Accountants Chartered Accountants ADANI GREEN ENERGY LIMITED
Firm Registration Number: Firm Registration Number:
112054W 101248W/W-100022
Anuj Jain Nirav Patel Rajesh S. Adani Sagar R. Adani Jayant Parimal
Partner Partner Director Executive Director Chief Executive Officer
Membership No. 119140 Membership No. 113327 DIN : 00006322 DIN : 07626229
Ashish Garg Pragnesh Darji
Chief Financial Officer Company Secretary
Place : Ahmedabad Place : Ahmedabad Place : Boston Place : Singapore Place : New Delhi
Date : 15th May, 2019 Date : 15th May, 2019 Date : 15th May, 2019
112
Annual Report 2018-19
Corporate Overview
as at and for the year ended on 31st March, 2019
Statutory Reports
2013 and forms part of the Adani group. The Company equipment comprises the cost of materials and
is a holding company of several subsidiaries carrying direct labor, any other costs directly attributable
business of renewable power generation within the to bringing the item to working condition for its
Group. The Company is primarily involved in renewable intended use, and estimated costs of dismantling
power generation and other ancillary activities. and removing the item and restoring the site on
which it is located.
The Board of Directors of Adani Enterprises Limited
(hereinafter referred as “AEL”) and the Board of If significant parts of an item of property, plant
Directors of the Company had approved the Scheme and equipment have different useful lives, then
113
Adani Green Energy Limited
Subsequent measurement
b Intangible Assets
For purposes of subsequent measurement, financial
i. Recognition and measurement assets are classified based on assessment of business
Intangible assets acquired separately are carried model in which they are held. This assessment is
at cost less accumulated amortisation and any done for portfolio of the financial assets. The relevant
accumulated impairment losses. categories are as below:
114
Annual Report 2018-19
Corporate Overview
as at and for the year ended on 31st March, 2019
management strategy for holding the financial assets, financial instrument as at the date of initial recognition
the risk that affects the performance etc. Further, and considers reasonable and supportable information,
management also evaluates whether the contractual that is available without undue cost or effort, that is
cash flows are solely payment of principal and interest indicative of significant increases in credit risk since
considering the contractual terms of the instrument. initial recognition.
Statutory Reports
Derecognition of financial assets For trade receivables or any contractual right to
The Company derecognises a financial asset when the receive cash or another financial asset that result
contractual rights to the cash flows from the financial from transactions that are expedient as permitted
asset expire, or it transfers the rights to receive the under Ind AS 109. Expected credit loss allowance on
contractual cash flows in a transaction in which trade receivables is computed based on a provision
substantially all of the risks and rewards of ownership matrix which takes into account historical credit
of the financial asset are transferred or in which loss experience and adjusted for forward looking
the Company neither transfers nor retains substantially information. At every reporting date, the historical
On derecognition of a financial asset in its entirety, the Loss allowances for financial assets measured at
difference between the asset’s carrying amount and the amortised cost are deducted from the gross carrying
sum of the consideration received and receivable and amount of the assets.
the cumulative gain or loss that had been recognised
in other comprehensive income and accumulated f Financial liabilities and equity instruments
in equity is recognised in statement of profit and
Classification as debt or equity
loss if such gain or loss would have otherwise been
Debt and equity instruments issued by the Company
recognised in statement of profit and loss on disposal
are classified as either financial liabilities or as equity
of that financial asset.
in accordance with the substance of the contractual
arrangements and the definitions of a financial liability
Impairment of Financial assets
and an equity instrument.
The Company applies the expected credit loss model
for recognising impairment loss on financial assets
Equity instruments
measured at amortised cost, trade receivables and
An equity instrument is any contract that evidences
other contractual rights to receive cash or other
a residual interest in the assets of an entity after
financial asset.
deducting all of its liabilities. Equity instruments
issued by the Company are recognised at the proceeds
Expected credit losses rate the weighted average
received, net of direct issue costs.
of credit losses with the respective risks of default
occurring as the weights. Credit loss is the difference
Financial liabilities
between all contractual cash flows that are due to
All financial liabilities are measured at amortised
the Company in accordance with the contract and all
cost using the effective interest method or at
the cash flows that the Company expects to receive
FVTPL.
(i.e. all cash shortfalls), discounted at the original
effective interest rate. The Company estimates cash
Financial liabilities at amortised cost
flows by considering all contractual terms of the
Financial liabilities that are not held-for-trading and
financial instrument through the expected life of that
are not designated as at FVTPL are measured at
financial instrument.
amortised cost at the end of subsequent accounting
periods. The carrying amounts of financial liabilities
When making the assessment of whether there has
that are subsequently measured at amortised cost are
been a significant increase in credit risk since initial
determined based on the effective interest method.
recognition, the Company uses the change in the
Interest expense that is not capitalised as part of costs
risk of a default occurring over the expected life of
of an asset is included in the 'Finance costs' line item.
the financial instrument instead of the change in
the amount of expected credit losses. To make that
The effective interest method is a method of calculating
assessment, the Company compares the risk of a
the amortised cost of a financial liability and of
default occurring on the financial instrument as at the
allocating interest expense over the relevant period.
reporting date with the risk of a default occurring on the
The effective interest rate is the rate that exactly
115
Adani Green Energy Limited
116
Annual Report 2018-19
Corporate Overview
as at and for the year ended on 31st March, 2019
Statutory Reports
to the nearest lakhs with two decimals, unless that a significant revenue reversal in the amount of
otherwise indicated. cumulative revenue recognised will not occur when the
associated uncertainty with the variable consideration
Foreign currencies is subsequently resolved.
Transactions in foreign currencies are initially recorded
by the Company at its functional currency spot rates at The accounting policies for the specific revenue
the date the transaction first qualifies for recognition. streams of the Company as summarized below:
Monetary assets and liabilities denominated in foreign i) Revenue from Power Supply is recognised in terms
117
Adani Green Energy Limited
118
Annual Report 2018-19
Corporate Overview
as at and for the year ended on 31st March, 2019
subject to the assessment of reasonable certainty of other than inventories and deferred tax assets to
recovery. determine whether there is any indication that those
assets have suffered an impairment loss. If any such
Deferred tax relating to items recognized outside the indication exists, the recoverable amount of the asset
statement of profit and loss is recognized outside with is estimated in order to determine the extent of the
Statutory Reports
the underlying items i.e either in the statement of other impairment loss (if any). When it is not possible to
comprehensive income or directly in equity as relevant. estimate the recoverable amount of an individual asset,
the Company estimates the recoverable amount of
n Earnings per share the cash-generating unit ("CGU") to which the asset
belongs. Each CGU represents the smallest group of
Basic earnings per share is computed by dividing the
assets that generates cash inflows that are largely
profit / (loss) after tax by the weighted average number
independent of the cash inflows of other assets or CGUs.
of equity shares outstanding during the year. Diluted
When a reasonable and consistent basis of allocation
earnings per share is computed by dividing the profit /
can be identified, corporate assets are also allocated
(loss) after tax as adjusted for the effects of dividend,
119
Adani Green Energy Limited
120
Annual Report 2018-19
Corporate Overview
as at and for the year ended on 31st March, 2019
that of the main asset. Depreciation is recognized The fair value less costs of disposal calculation
on written down value based on the pattern in is based on available data for similar assets or
which the future economic benefits are expected observable market prices less incremental costs
to be consumed of the related assets. for disposing of the asset. The value in use
calculation is based on a Discounted Cash Flow
v) Impairment of Non Financial Assets
Statutory Reports
(DCF) model. The recoverable amount is sensitive
Impairment exists when the carrying value of
to the discount rate used for the DCF model as
an asset or cash generating unit exceeds its
well as the expected future cash-inflows and the
recoverable amount, which is the higher of its fair
growth rate used.
value less costs of disposal and its value in use.
4.1 Property, Plant and Equipment
` in Lakhs
As at As at
Net Carrying amount of:
31st March, 2019 31st March, 2018
` in Lakhs
Tangible Assets
Description of Assets
Land - Buildings Plant and Furniture Office
Computer Total
Freehold Equipment and Fixtures Equipments
I. Cost
Balance as at 1st April, 2017 88.52 29.67 8,490.89 48.59 59.26 25.14 8,742.07
Additions - - 11.56 - 57.55 4.55 73.66
Disposals - - (31.03) - (0.95) - (31.98)
Balance as at 31st March, 2018 88.52 29.67 8,471.42 48.59 115.86 29.69 8,783.75
Additions - - 0.50 - - - 0.50
Disposals - - - (6.23) - - (6.23)
Balance as at 31st March, 2019 88.52 29.67 8,471.92 42.36 115.86 29.69 8,778.02
II. Accumulated depreciation
Balance as at 1st April, 2017 - 0.02 948.61 12.24 37.46 11.78 1,010.11
Depreciation for the year - 7.68 850.86 9.53 21.22 6.86 896.15
Disposals - - (3.09) - (0.15) - (3.24)
Balance as at 31st March, 2018 - 7.70 1,796.38 21.77 58.53 18.64 1,903.02
Depreciation for the year - 5.69 753.41 6.99 30.40 5.13 801.62
Disposals - - - (3.73) - - (3.73)
Balance as at 31st March, 2019 - 13.39 2,549.79 25.03 88.93 23.77 2,700.91
Note:
(i) For Security refer note 19 and 21.
121
Adani Green Energy Limited
` in Lakhs
Computer
Description of Assets Total
software
I. Cost
Balance as at 1st April, 2017 31.84 31.84
Additions 52.86 52.86
Disposals - -
Balance as at 31st March, 2018 84.70 84.70
Additions 68.76 68.76
Disposals - -
Balance as at 31st March, 2019 153.46 153.46
II. Accumulated Amortisation
Balance as at 1st April, 2017 8.09 8.09
Amortisation expense for the year 33.89 33.89
Disposals - -
Balance as at 31st March, 2018 41.98 41.98
Amortisation expense for the year 32.45 32.45
Disposals - -
Balance as at 31st March, 2019 74.43 74.43
122
Annual Report 2018-19
Corporate Overview
as at and for the year ended on 31st March, 2019
` in Lakhs
As at As at
31st March, 2019 31st March, 2018
Adani Solar USA Inc. 3.57 -
5,100 Equity Shares (Nil Equity Shares as at 31st March, 2018) (Face value of ` 10)
Statutory Reports
Adani Green Energy (UP) Limited (refer note (b) and (v) below) 20.37 5.00
50,000 Equity Shares (50,000 Equity Shares as at 31st March, 2018) (Face
value of ` 10)
Adani Green Energy PTE Limited 4,362.68 -
61,77,000 Equity Shares (Nil Equity Shares as at 31st March, 2018)
(Face value of ` 10)
Rosepetal Solar Energy Private Limited 1.00 1.00
10,000 Equity Shares (10,000 Equity Shares as at 31st March, 2018)
(Face value of ` 10)
Prayatna Developers Private Limited (refer note (viii) below) 13,671.00 -
123
Adani Green Energy Limited
` in Lakhs
As at As at
31st March, 2019 31st March, 2018
71,39,000 (Nil as at 31st March, 2018) 10.50% Compulsorily Convertible Debentures 7,139.00 -
(CCD) of Adani Green Energy (MP) Limited (refer note :- (vii) and (xii) below)
97,80,000 (Nil as at 31st March, 2018) 10.50% Compulsorily Convertible 9,780.00 -
Debentures (CCD) of Prayatna Developers Private Limited (refer note (ix)
and (xii) below)
6,30,000 (Nil as at 31st March, 2018) 10% Compulsorily Convertible Debentures 630.00 -
(CCD) of Prayatna Developers Private Limited (refer note (ix) and (xii) below)
Investment in Preference Shares of Subsidiaries (fully paid) (d) 2,667.00 -
2,66,70,000 (Nil as at 31st March, 2018) Unsecured Non - Cumulative 0.01% 2,667.00 -
Compulsorily Convertible Preference Share (CCPS) of Kodangal Solar Parks Private
Limited (refer note (xi) and (xiv) below)
Investment in Other Equity Instrument (fully paid) (measured at FVTPL) (e) 0.05 -
Adani Rugby Run Finance PTY Limited 0.05 -
100 Equity Shares (Nil Equity Shares as at 31st March, 2018) (Face value of ` 10)
Total (a+b+c+d+e) 2,02,971.29 1,52,966.01
` in Lakhs
As at As at
31st March, 2019 31st March, 2018
(a) Aggregate amount of unquoted investments 2,02,971.29 1,52,966.01
(b) Value of Deemed Investment accounted in subsidiaries and jointly controlled entities in
terms of fair valuation under Ind AS 109:-
Parampujya Solar Energy Private Limited 359.87 228.38
Adani Green Energy (UP) Limited 15.37 -
Notes:
i) Of the above shares 45,39,76,500 shares (as at 31st March, 2018 45,39,76,500 shares) have been pledged by
the Company as additional security for secured loan availed by Adani Green Energy (Tamilnadu) Limited.
ii) Of the above shares 22,09,88,100 shares (as at 31st March, 2018 13,98,21,600 shares) have been pledged by the Company
as additional security for secured loan availed by Parampujya Solar Energy Private Limited.
iii) Of the above Compulsorily Convertible Debentures 1,02,12,750 debentures (as at 31st March, 2018 38,63,250
debentures) have been pledged by the Company as additional security for secured loan availed by Parampujya Solar
Energy Private Limited.
iv) Of the above shares 1,37,75,100 shares (as at 31st March, 2018 1,37,75,100 shares) have been pledged by the Company
as additional security for secured loan availed by Adani Wind Energy (Gujarat) Private Limited.
v) Of the above shares 25,500 shares (as at 31st March, 2018 25,500 shares) have been pledged by the Company as
additional security for secured loan availed by Adani Green Energy (UP) Limited.
vi) Of the above shares 10,83,09,994 shares (as at 31st March, 2018 Nil shares) have been pledged by the Company as
additional security for secured loan availed by Adani Green Energy (MP) Limited.
vii) Of the above Compulsorily Convertible Debentures 71,39,000 debentures (as at 31st March, 2018 Nil debentures) have
been pledged by the Company as additional security for secured loan availed by Adani Green Energy (MP) Limited.
124
Annual Report 2018-19
Corporate Overview
as at and for the year ended on 31st March, 2019
viii) Of the above shares 6,97,22,100 shares (as at 31st March, 2018 Nil shares) have been pledged by the Company as
additional security for secured loan availed by Prayatna Developers Private Limited.
ix) Of the above Compulsorily Convertible Debentures 53,09,000 debentures (as at 31st March, 2018 Nil debentures) have
been pledged by the Company as additional security for secured loan availed by Prayatna Developers Private Limited.
Statutory Reports
x) Of the above shares 2,09,994 shares (as at 31st March, 2018 Nil shares) have been pledged by the Company as additional
security for secured loan availed by Kodangal Solar Parks Private Limited.
xi) Of the above Compulsorily Convertible Preference Shares 2,66,70,000 shares (as at 31st March, 2018 Nil debentures)
have been pledged by the Company as additional security for secured loan availed by Kodangal Solar Parks Private Limited.
xiii) During the year, the Company has acquired balance 51% equity shares of Kodangal Solar Parks Private Limited (KSPPL)
and accordingly KSPPL has become a wholly owned subsidiary of the Company.
Non Cumulative Compulsory Convertible Preference Shares carries dividend rate of 0.01% and tenure of the same is 30 years.
(ii) Margin Money is pledged / lien against letter of credit and other credit facilities.
125
Adani Green Energy Limited
(a) Movement in deferred tax assets (net) for the Financial Year 2018-19
` in Lakhs
Opening Balance Recognised Closing balance
Particulars Recognised in OCI
as at in profit and Loss as at
1st April, 2018 31st March, 2019
Tax effect of items constituting deferred tax liabilities:
Difference between book base and tax base of property, - - - -
plant & equipment
Total - - - -
Tax effect of items constituting deferred tax assets :
Employee Benefits 49.31 234.10 4.11 287.52
Difference between book base and tax base of property, 105.18 13.98 - 119.16
plant & equipment
Unabsorbed depreciation 436.72 169.73 - 606.45
Total 591.21 417.81 4.11 1,013.13
Net Deferred Tax Asset 591.21 417.81 4.11 1,013.13
(b) Movement in deferred tax assets (net) for the Financial Year 2017-18
` in Lakhs
Opening Balance Recognised Closing balance
Particulars Recognised in OCI
as at in profit and Loss as at
1st April, 2017 31st March, 2018
Tax effect of items constituting deferred tax liabilities:
Difference between book base and tax base of property, - - - -
plant & equipment
Total - - - -
Tax effect of items constituting deferred tax assets :
Employee Benefits - 49.31 - 49.31
Difference between book base and tax base of property, - 105.18 - 105.18
plant & equipment
Unabsorbed depreciation - 436.72 - 436.72
Total - 591.21 - 591.21
Net Deferred Tax Asset - 591.21 - 591.21
The Company has entered into long term power purchase agreement with state distribution companies for period of 25
years, pursuant to this management is reasonably certain that the unabsorbed depreciation will be utilized. Unabsorbed
depreciation can be utilised at any time without any restriction or time-frame.
` in Lakhs
As at As at
31st March, 2019 31st March, 2018
Unused tax losses (revenue in nature) 9,982.50 7,327.97
Total 9,982.50 7,327.97
126
Annual Report 2018-19
Corporate Overview
as at and for the year ended on 31st March, 2019
Out of which unused tax losses will expire as per below schedule.
Statutory Reports
2026-27 2,597.00
2027-28 2,668.57
Total 9,982.50
No deferred tax asset has been recognised on the above unutilised tax losses as there is no evidence that sufficient taxable
profit will be available in the future against which they can be utilised by the Company.
9 Inventories
(At lower of Cost or Net Realisable Value)
` in Lakhs
As at As at
31st March, 2019 31st March, 2018
Traded Goods 24,932.73 -
Stores and spares 207.42 285.10
Total 25,140.15 285.10
Note:
For charges created refer note 19 and 21.
10 Current Investments
` in Lakhs
As at As at
31st March, 2019 31st March, 2018
Investment measured at FVTPL
Investment in Mutual Funds (Unquoted and fully paid)
Nil Units of Religare Invesco Liquid Fund-Direct Plan - Growth (as at 31st March, 2018 1,652 - 0.04
units of ` 1000 each)
Total - 0.04
Aggregate amount of Unquoted investment - 0.04
Fair value of Unquoted investment - 0.04
127
Adani Green Energy Limited
11 Trade Receivables
` in Lakhs
As at As at
31st March, 2019 31st March, 2018
Unsecured, considered good (refer notes below and note 47) 31,495.12 88,793.74
Total 31,495.12 88,793.74
Notes:
(i) For charges created refer note 19 and 21.
(ii) For related party balances, refer note 39.
Note:
(i) For charges created refer note 19 and 21.
Notes:
(i) For charges created refer note 19 and 21.
(ii) Margin Money is pledged / lien against letter of credit and other credit facilities.
14 Loans
(Unsecured, considered good)
` in Lakhs
As at As at
31st March, 2019 31st March, 2018
Loans and advances to related parties (refer note 39 and (i) below) 2,08,763.80 2,41,685.12
Loans to others 473.09 -
Loans to employees 10.43 -
Total 2,09,247.32 2,41,685.12
Note:
(i) Loans to related parties are receivable within one year from the date of agreement and carry an interest rate ranging
from 10.00% p.a. to 10.60% p.a.
128
Annual Report 2018-19
Corporate Overview
as at and for the year ended on 31st March, 2019
Statutory Reports
31st March, 2019 31st March, 2018
Interest accrued but not due (refer note 39) 4,224.44 1,093.80
Contract Assets - Unbilled revenue (refer note 47) 105.90 102.88
Derivative Assets - 176.69
Security deposit 21.81 26.49
Other non trade receivables 5,503.51 -
Others receivables - 43.38
Total 9,855.66 1,443.24
Note:
(i) Demerger reserve as at 31st March, 2018 represents, difference between equity shares cancelled and allotted to the
shareholders of Adani Enterprise Limited (AEL) in swap ratio of 761 equity shares of the Company for every 1,000
equity shares held by shareholders of AEL (refer note 42).
a. Reconciliation of the shares outstanding at the beginning and at the end of the reporting year
129
Adani Green Energy Limited
The Company has only one class of equity shares having par value of ` 10 per share. Each holder of equity shares
is entitled to one vote per share. In the event of liquidation of the Company the holders of the equity shares will be
entitled to receive remaining assets of the Company, after distribution of all preferential amounts. The distribution
will be in proportion to the number of equity shares held by the share holders. The dividend proposed by the Board of
Directors if any, is subject to the approval of shareholders in the ensuring Annual General Meeting, except in case of
interim dividend.
Out of equity shares issued by the Company, shares held by its holding company are as under:
` in Lakhs
As at As at
31st March, 2019 31st March, 2018
Adani Enterprises Limited (refer note 42)
Nil (As at 31st March, 2018- 64,96,89,000) equity shares of ` 10/- each fully paid - 64,968.90
18 Other Equity
` in Lakhs
As at As at
31st March, 2019 31st March, 2018
Retained earnings
Opening Balance (11,719.87) (7,091.67)
(Less) : (Loss) for the year (3,498.38) (4,621.51)
(Less) : Other Comprehensive (Loss) arising from remeasurement of defined benefit plans (10.66) (6.68)
Closing Balance Total (a) (15,228.90) (11,719.87)
Capital Reserve on Demerger (refer note 43) (290.96) (290.96)
Total (b) (290.96) (290.96)
Total (a+b) (15,519.86) (12,010.82)
Note:
Retained earnings represents the amount that can be distributed by the Company as dividends considering the requirements
of the Companies' Act, 2013.
130
Annual Report 2018-19
Corporate Overview
as at and for the year ended on 31st March, 2019
Statutory Reports
As at As at As at As at
31st March, 2019 31st March, 2018 31st March, 2019 31st March, 2018
Secured borrowings
Term Loans 1,68,000.75 1,50,891.57 8,373.54 267.01
From Banks (refer note (a) below)
Unsecured borrowings
From Related Parties (refer note 39 and b (i) below) 5,850.19 75,729.39 - -
Total 1,73,850.94 2,26,620.96 8,373.54 267.01
Notes:
21 Current Borrowings
` in Lakhs
As at As at
31st March, 2019 31st March, 2018
Secured Borrowings
Term Loan
From Banks (refer note (ii) below) - 25,000.00
Trade Credits
From Banks (refer note (i) below) 54,113.12 64,802.67
Unsecured Borrowings
Other Loans and Advances
From Related Parties (refer note 39 and (iii) below) - 31,961.45
Total 54,113.12 1,21,764.12
Notes:
(i) Trade credits from Banks aggregating to ` 54,113.12 lakhs (as at 31st March 2018 ` 64,802.68 lakhs) are secured or to be
secured by exclusive charge on underlying equipments and subservient charge on all current assets and movable fixed
assets, both present and future of the borrower. The same carries an interest rate in range of 8.00% p.a. to 10.30% p.a.
for domestic currency and 1.90% p.a. to 3.80% p.a, for Foreign Currency.
131
Adani Green Energy Limited
(ii) R
upee term loans from Banks aggregating to Nil (as at 31st March 2018 ` 25,000 lakhs) are secured /to be secured by
first Pari-Passu charge on all Movable and current assets (both present and future) of 12MW wind power project in MP
and second pari-passu charge on all the current assets and movable Fixed assets (both present and future) excluding any
project specific assets on books of the borrower and investments by way of Equity Share Capital / CCD in SPV's). The loan
has bullet repayment in the Financial Year 2018-19. The same carries an interest rate in range of 9.00% p.a. to 11.00% p.a.
(iii) Loans from related parties are repayable within one year from the date of agreement and carry an interest rate ranging
from 10% p.a. to 10.60% p.a.
22 Trade Payables
` in Lakhs
As at As at
31st March, 2019 31st March, 2018
Trade Payables
i. Total outstanding dues of micro enterprises and small enterprises (refer note 46) 8.23 -
ii. Total outstanding dues of creditors other than micro enterprises and small enterprises 8,963.30 7,685.83
Total 8,971.53 7,685.83
Note:
For Related party balances, refer note 39.
25 Current Provisions
` in Lakhs
As at As at
31st March, 2019 31st March, 2018
Provision for Gratuity (refer note 38) 114.32 1.59
Provision for Compensated Absences (refer note 38) 183.32 27.33
Total 297.64 28.92
132
Annual Report 2018-19
Corporate Overview
as at and for the year ended on 31st March, 2019
Statutory Reports
Revenue from Contract with Customers
Revenue from Power Supply 1,238.98 1,145.95
Revenue from EPC (refer note 32) - 8,601.18
Revenue from Traded Goods 30,469.20 1,62,032.16
Other Operating Revenue
Generation Based Incentive 104.49 96.58
Total 31,812.67 1,71,875.87
27 Other Income
Notes:
(i) Interest income includes ` 25,087.38 lakhs (as at 31st March 2018 :- ` 5,470.75 lakhs) from intercorporate deposits and
` 209.23 lakhs (as at 31st March 2018 :- ` 89.55 lakhs) from Bank deposits.
(ii) Includes fair value (loss)/gain as at 31st March 2019 amounting to ` Nil (as at 31st March, 2018 ` (0.60) lakhs).
133
Adani Green Energy Limited
29 Finance costs
` in Lakhs
For the year ended For the year ended
31st March, 2019 31st March, 2018
(b) Interest Expenses on financial liabilities measured at amortised cost:
Interest on Loans 26,038.01 6,682.71
Interest Expense - Trade Credit & Others 1,032.42 3,109.13
27,070.43 9,791.84
(b) Other borrowing costs :
(Gain) on Derivatives Contracts (443.88) (58.57)
Bank Charges & Other Borrowing Costs 1,552.57 1,925.64
1,108.69 1,867.07
(c) Exchange difference regarded as an adjustment to borrowing cost : 644.59 1,438.78
Total 28,823.71 13,097.69
30 Other Expenses
` in Lakhs
For the year ended For the year ended
31st March, 2019 31st March, 2018
Stores and Spares - 21.30
Repairs and Maintenance
Plant and Equipment 4.20 0.54
Others 12.32 24.86
Rent 154.02 44.89
Rates and Taxes 5.34 12.66
Legal and Professional Expenses 1,203.64 480.21
Directors' Sitting Fees 4.25 1.37
Payment to Auditors
Statutory Audit Fees 17.70 7.32
Tax Audit Fees 0.20 0.18
Out of pocket expenses 0.12 -
Others 19.86 0.84
Loss on sale of Property, plant and equipment 1.97 -
Communication Expenses 225.12 30.36
Travelling and Conveyance Expenses 695.78 294.84
Insurance Expenses 5.64 11.50
Office Expenses 21.96 28.55
Foreign Exchange Fluctuation Loss 962.02 -
Donations 1.00 -
Electricity Expenses 14.53 12.14
Contractual Manpower expenses 288.40 115.65
Miscellaneous Expenses 360.52 141.26
Total 3,998.59 1,228.47
134
Annual Report 2018-19
Corporate Overview
as at and for the year ended on 31st March, 2019
31 Income Tax
The major components of income tax expense for the years ended 31st March, 2019 and 31st March, 2018 are:
` in Lakhs
For the year ended For the year ended
Statutory Reports
Income Tax Expenses
31st March, 2019 31st March, 2018
Current Tax:
Current Income Tax Charge - -
Total (a) - -
Deferred Tax
In respect of current year origination and reversal of temporary differences (417.81) (591.21)
Total (b) (417.81) (591.21)
Total (a+b) (417.81) (591.21)
Note:
Ind AS 11 "Construction Contract" has been superceded by Ind AS 115 "Revenue from Contract with Customers", which has
been adopted by the Company w.e.f. 1st April, 2018. Accordingly disclosures as per Ind AS 11 are not given for 31st March, 2019.
135
Adani Green Energy Limited
33 Contingent Liabilities and Commitments (to the extent not provided for) :
The Honourable Supreme Court of India vide its order dated 28th February, 2019 held that ‘Basic Wages’ for the contribution
towards Provident Fund (PF) should only exclude [in addition to specific exclusions under Section 2(b)(ii) of the Employees
Provident Fund Act, 1952]:
a) amounts that are payable to the employee for undertaking work beyond the normal work which he/she is otherwise
required to put in and
b) allowances which are either variable or linked to any incentive for production resulting in greater output by an employee
and that the allowances are not paid across the board to all employees in a particular category or were being paid
especially to those who avail the opportunity.
With reference to the above mentioned judgment, the Company’s Management is of the view that there is considerable
uncertainty around the timing, manner and extent in which the judgment will be interpreted and applied by the regulatory
authorities. Management is of the view that any incremental outflow in this regard can only be determined once the position
being taken by the regulatory authorities in this regard is known and the Management is able to evaluate all possible courses
of action available.
Accordingly, no provision has been currently recognized in these Financial Statements in this regard.
(ii) Commitments :
` in Lakhs
As at As at
31st March, 2019 31st March, 2018
Capital Commitment (estimated amount of contracts remaining to be executed on capital 22.19 -
account and not provided for)
22.19 -
The Company’s risk management activities are subject to the management direction and control under the framework of
Risk Management Policy as approved by the Board of Directors of the Company. The Management ensures appropriate risk
governance framework for the Company through appropriate policies and procedures and that risks are identified, measured
and managed in accordance with the Company’s policies and risk.
The Company’s financial liabilities comprise mainly of borrowings, trade and other payables. The Company’s financial
assets comprise mainly of investments, cash and cash equivalents, other balances with banks, loans, trade receivables and
other receivables.
The Company has exposure to the following risks arising from financial instruments:
- Market risk
- Credit risk ;
- Liquidity risk ; and
136
Annual Report 2018-19
Corporate Overview
as at and for the year ended on 31st March, 2019
Market risk
Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in
market prices. Market risk comprises three types of risk: interest rate risk, currency risk and commodity risk.
Statutory Reports
i) Interest rate risk
Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of
changes in market interest rates. The Company’s exposure to the risk of changes in market interest rates relates primarily to
the Company’s long-term debt obligations with fixed and floating interest rates.
The Company manages its interest rate risk by having a mixed portfolio of fixed and variable rate loans and borrowings.
The Company's borrowings from banks are at floating rate of interest and borrowings from related parties are at fixed
rate of interest.
` in Lakhs
For the year ended For the year ended
31st March, 2019 31st March, 2018
Impact on loss before tax for the year 1,164.77 1,204.81
Every 1% point depreciation / appreciation in the exchange rate between the Indian rupee and U.S.dollar on the exposure
of $ 0.03 million and 0.03 million EURO as on 31st March, 2019 and 0.08 million EURO as on 31st March, 2018, would have
decreased / increased the Company’s loss for the year as follows :
` in Lakhs
For the year ended For the year ended
31st March, 2019 31st March, 2018
Impact on loss before tax for the year 0.46 0.64
iii)
Price risk
The Company's exposure to price risk in the investment in mutual funds and classified in the balance sheet as fair value
through profit or loss. Management monitors the prices closely to mitigate its impact on profit and cash flows. Since these
investments are insignificant, the exposure to price changes is minimal.
Credit risk
Trade Receivable:
Total receivables of the company are from its related entities and State Electricity Distribution Company (DISCOM) which
are Government undertaking. The Company is regularly receiving its dues from its related entities and DISCOM. Delayed
payments carries interest as per the terms of agreements. Trade receivables are generally due for lesser than one year,
accordingly in relation to these dues, the Company does not foresee any Credit Risk.
137
Adani Green Energy Limited
Liquidity risk
Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations associated with its financial
liabilities that are settled by delivering cash or another financial asset. The Company monitors its risk of shortage of funds
using cash flow forecasting models. These models consider the maturity of its financial investments, committed funding
and projected cash flows from operations. The Company’s objective is to provide financial resources to meet its business
objectives in a timely, cost effective and reliable manner and to manage its capital structure. A balance between continuity
of funding and flexibility is maintained through continued support from lenders, trade creditors as well as through issue
of equity shares.
The Company has understanding from related parties to extend repayment terms of borrowings as required.
` in Lakhs
As at 31st March, 2019 Less than 1 year 1 to 5 year More than 5 Years Total
Borrowings 62,486.66 1,71,365.10 2,485.84 2,36,337.60
Trade Payables 8,971.53 - - 8,971.53
Other Financial Liabilities 27,484.72 - - 27,484.72
As at 31st March, 2018 Less than 1 year 1 to 5 year More than 5 Years Total
Borrowings 1,22,031.13 2,23,682.02 2,938.94 3,48,652.09
Trade Payables 7,685.83 - - 7,685.83
Other Financial Liabilities 31,112.19 - - 31,112.19
Capital Management
The Company’s objectives for managing capital is to safeguard continuity and healthy capital ratios in order to support its
business and provide adequate return to shareholders through continuing growth. The Company’s overall strategy remains
unchanged from previous year.
The Company sets the amount of capital required on the basis of annual business and long-term operating plans which
include capital and other strategic investments.
The funding requirements are met through a mixture of equity, internal fund generation, and other non - current/current
borrowings. The Company’s policy is to use current and non - current borrowings to meet anticipated funding requirements.
The Company monitors capital on the basis of the net debt to equity ratio.
The Company believes that it will able to meet all its current liabilities and interest obligation on timely manner.
138
Annual Report 2018-19
Corporate Overview
as at and for the year ended on 31st March, 2019
No changes were made in the objectives, policies or processes for managing capital during the years ended as at 31st March,
2019 and as at 31st March, 2018.
` in Lakhs
For the year ended For the year ended
Note
Statutory Reports
31st March, 2019 31st March, 2018
Net debt (total debt less cash and cash equivalents) (A) 19,21, 23 and 12 2,25,485.74 3,44,859.59
Total capital (B) 17 and 18 2,15,795.81 1,44,390.61
Total capital and net debt C=(A+B) 4,41,281.55 4,89,250.20
Gearing ratio (A/C) 51.10% 70.49%
b) The carrying value of financial instruments by categories as of 31st March, 2018 is as follows :
` in Lakhs
Fair Value through Amortised
Total
profit or loss cost
Financial Assets
Cash and cash equivalents - 3,792.51 3,792.51
Bank balances other than cash and cash equivalents - 236.04 236.04
Investments 0.04 20,025.00 20,025.04
Trade Receivables - 88,793.74 88,793.74
Loans - 2,41,685.12 2,41,685.12
Derivative Assets 176.69 - 176.69
Other Financial assets - 1,266.55 1,266.55
Total 176.73 3,55,798.96 3,55,975.69
Financial Liabilities
Borrowings - 3,48,652.10 3,48,652.10
Trade Payables - 7,685.83 7,685.83
Derivative Liabilities 45.57 - 45.57
Other Financial Liabilities - 31,066.63 31,066.63
Total 45.57 3,87,404.56 3,87,450.13
Notes:
(i) Investments in subsidiaries and joint ventures are classified as equity investments have been accounted at historical cost. Since
these are scope out of Ind AS 109 for the purposes of measurement, the same have not been disclosed in the tables above.
(ii) F
air value of financial assets and liabilities measured at amortised cost is not materially different from the amortised cost.
Further, impact of time value of money is not significant for the financial instruments classified as current. Accordingly, the fair
value has not been disclosed separately.
139
Adani Green Energy Limited
` in Lakhs
Particulars As at 31st March, 2018
Level 2 Total
Assets
Investments 0.04 0.04
Derivative Assets 176.69 176.69
Total 176.73 176.73
Liabilities
Derivative Liabilities 45.57 45.57
Total 45.57 45.57
Notes
(i) T
he fair values of investments in mutual fund units is based on the net asset value (‘NAV’) as stated by the issuers of these
mutual fund units in the published statements as at Balance Sheet date. NAV represents the price at which the issuer will
issue further units of mutual fund and the price at which issuers will redeem such units from the investors. Accordingly
it is representation of the fair value.
(ii) T
he fair values of the derivative financial instruments has been determined using valuation techniques with market
observable inputs as at reporting date. The models incorporate various inputs including the credit quality of
counter-parties and foreign exchange rates.
37 Pursuant to the Indian Accounting Standard (Ind AS- 33) – Earnings per Share, the disclo-
sure is as under:
` in Lakhs
For the year ended For the year ended
UOM
31st March, 2019 31st March, 2018
Basic and Diluted EPS
(Loss) before tax as per Statement of Profit and Loss (` in Lakhs) (3,498.38) (4,621.51)
Add: Distribution on Unsecured Perpetual Debt in abeyance (` in Lakhs) (1,487.01) -
(Loss) attributable to equity shareholders (` in Lakhs) (4,985.39) (4,621.51)
Weighted average number of equity shares outstanding during the year No 1,56,40,14,280 1,56,40,14,280
Nominal Value of equity share ` 10 10
Basic and Diluted EPS ` (0.32) (0.30)
140
Annual Report 2018-19
Corporate Overview
as at and for the year ended on 31st March, 2019
38 As per Indian Accounting standard 19 "Employee Benefits", the disclosure as defined in the account-
ing standard are given below.
Statutory Reports
The Company operates a defined benefit plan (the Gratuity plan) covering eligible employees, which provides a lump
sum payment to vested employees at retirement, death, incapacitation or termination of employment, of an amount
based on the respective employee’s salary and the tenure of employment.
` in Lakhs
As at As at
Particulars
31st March, 2019 31st March, 2018
i. Reconciliation of Opening and Closing Balances of Defined Benefit Obligation
Liability at the beginning of the Year 89.84 65.09
141
Adani Green Energy Limited
` in Lakhs
As at As at
Particular
31st March, 2019 31st March, 2018
Defined Benefit Obligation (Base) 526.47 89.84
` in Lakhs
As at 31st March, 2019 As at 31st March, 2018
Decrease Increase Decrease Increase
Discount Rate (- / + 1%) 556.86 499.20 95.48 84.71
(% change compared to base due to sensitivity) 5.8% (5.20)% 6.3% (5.70)%
Salary Growth Rate (- / + 1%) 499.06 556.45 84.67 95.42
(% change compared to base due to sensitivity) (5.20)% 5.7% (5.70)% 6.2%
Attrition Rate (- / + 50%) 546.42 509.76 94.95 85.36
(% change compared to base due to sensitivity) 3.8% (3.20)% 5.7% (5.00)%
Mortality Rate (- / + 10%) 526.47 526.47 89.83 89.84
(% change compared to base due to sensitivity) 0.0% 0.0% 0.0% 0.0%
he Company has purchased insurance policy, which is basically a year-on-year cash accumulation plan in which the interest
T
rate is declared on yearly basis and is guaranteed for a period of one year. The insurance Company as part of the policy rules,
makes payment of all gratuity outgoes happening during the year (subject to sufficiency of funds under the policy). The
policy, thus, mitigates the liquidity risk. However, being a cash accumulation plan, the duration of assets is shorter compared
to the duration of liabilities. Thus, the Company is exposed to movement in interest rate (in particular, the significant fall in
interest rates, which should result in an increase in liability without corresponding increase in the asset).
ix. Effect of Plan on Entity's Future Cash Flows
a) Funding arrangements and Funding Policy
The Company has purchased an insurance policy to provide for payment of gratuity to the employees. Every year, the
insurance company carries out a funding valuation based on the latest employee data provided by the Company. Any
deficit in the assets arising as a result of such valuation is funded by the Company.
b) Expected Contribution during the next annual reporting period
The Company's best estimate of Contribution during the next year is ` 618.61 lakhs (as at 31st March, 2018 ` 107.06 lakhs)
c) Maturity Profile of Defined Benefit Obligation
Weighted average duration (based on discounted cashflows) - 5 years
Expected cash flows over the next (valued on undiscounted basis): (` in Lakhs)
1 year 120.53
2 to 5 years 251.07
6 to 10 years 199.23
More than 10 years 310.19
xi. The Company has defined benefit plans for Gratuity to eligible employees, the contributions for which are made to Life
Insurance Corporation of India who invests the funds as per Insurance Regulatory Development Authority guidelines.
The discount rate is based on the prevailing market yields of Government of India's securities as at the balance sheet
date for the estimated term of the obligations.
142
Annual Report 2018-19
Corporate Overview
as at and for the year ended on 31st March, 2019
The expected contributions for Defined Benefit Plan for the next financial year will be in line with FY 2018-19.
The actuarial liability for compensated absences as at the year ended 31st March, 2019 is ` 498.47 lakhs (Previous Year
` 93.96 lakhs).
Statutory Reports
Defined Contribution Plan
Contribution to Defined Contribution Plans for the year is as under :
` in Lakhs
For the year ended For the year ended
31st March, 2019 31st March, 2018
Employer's Contribution to Provident Fund 311.42 75.67
Employer's Contribution to Superannuation Fund 1.00 -
Ultimate Controlling Entity : S. B. Adani Family Trust (SBAFT) (upto 31st March, 2018)
Holding Company : Adani Enterprises Limited (upto 31st March, 2018)
Entities with joint control of, or significant : S. B. Adani Family Trust (SBAFT) (w.e.f 1st April, 2018)
influence over, the entity; : Adani Trading Services LLP (w.e.f 1st April, 2018)
: Universal Trade and Investments Limited (w.e.f 1st April, 2018)
: Adani Properties Private Limited (w.e.f 1st April, 2018)
Subsidiary Companies : Zemira Renewable Energy Limited (up to 20th December, 2017)
: Adani Green Energy (MP) Limited
: Parampujya Solar Energy Private Limited
: Rosepetal Solar Energy Private Limited
: Adani Green Energy (Tamilnadu) Limited
: Kilaj Solar (Maharashtra) Private Limited (up to 21st October, 2018)
: Adani Wind Energy (Gujarat) Private Limited
: Adani Green Energy (UP) Limited
: Kodangal Solar Parks Private Limited (w.e.f 11th January, 2019)
: Prayatna Developers Private Limited (w.e.f 1st April, 2018)
: Adani Renewable Energy Park Limited
: Gaya Solar (Bihar) Private Limited
: Adani Green Energy Two Limited
: Adani Green Energy Four Limited
: Mahoba Solar (UP) Private Limited
: Adani Green Energy Pte Limited (w.e.f 10th August, 2018)
: Adani Renewable Energy (KA) Limited
: Adani Solar USA Inc (w.e.f. 24th August, 2018)
: Adani Phuoc Minh Wind Power Company Limited (w.e.f 1st September, 2018)
: Adani Phuoc Minh Solar Power Company Limited (w.e.f 1st September, 2018)
: Adani Wind Energy (GJ) Limited
: Adani Renewable Energy (MH) Limited
: Adani Renewable Power LLP
Joint Venture Entity : Kodangal Solar Parks Private Limited (up to 10th January, 2019)
: Adani Renewable Energy Park Rajasthan Limited (w.e.f. 8th August, 2018)
143
Adani Green Energy Limited
144
Annual Report 2018-19
Corporate Overview
as at and for the year ended on 31st March, 2019
Statutory Reports
: Ashish Garg, Chief Financial Officer
: Pragnesh Darji, Company Secretary
: Sushama Oza, Director (w.e.f 24th May, 2018)
: Raaj Kumar Sah, Director (w.e.f 1st May, 2018)
: Sandeep M. Singhi, Director (w.e.f 29th October, 2018)
: Nayna Gadhvi, Independent Director (up to 9th November, 2017)
: Jay Himmatlal Shah, Independent Director (up to 24th May, 2018)
Note:
The names of the related parties and nature of the relationships where control exists are disclosed irrespective of whether
or not there have been transactions between the related parties. For others, the names and the nature of relationships is
disclosed only when the transactions are entered into by the Company with the related parties during the existence of the
related party relationship.
b. Transactions with Related Parties
` in Lakhs
Sr For the year ended For the year ended
Nature of Transaction Related Party
No. 31st March, 2019 31st March, 2018
1 Equity Share Capital Received Universal Trade and Investments Limited - 10,284.88
2 Share Application Money Paid, Adani Green Energy PTE Limited 1,485.78 -
Pending Allotment Adani Phouc Minh Wind Power Company 0.56 -
Adani Phouc Minh Solar Power Company 0.57 -
3 Investment in Subsidiaries Adani Wind Energy (Gujarat) 625.00 300.00
and Joint Ventures Private Limited
Parampujya Solar Energy Private Limited - 3,765.00
Adani Green Energy (MP) Limited 10,826.00 -
Adani Green Energy PTE Limited 4,362.68 -
Adani Renewable Energy Park Limited 5.00 -
Adani Renewable Energy (GJ) Limited 1.00 -
Adani Renewable Energy (KA) Limited 1.00 -
Adani Renewable Energy (MH) Limited 1.00 -
Adani Renewable Energy (RJ) Limited 1.00 -
Adani Renewable Energy (TN) Limited 1.00 -
Prayatna Developers Private Limited 13,671.00 -
Adani Wind Energy (GJ) Limited 1.00 -
Adani Saur Urja (KA) Limited 1.00 -
Adani Wind Energy (TN) Limited 1.00 -
Adani Green Energy Two Limited 1.00 -
Adani Green Energy Four Limited 1.00 -
Adani Solar USA Inc 3.57 -
Adani Rugby Run Finance Pty Limited 0.05 -
Kodangal Solar Parks Private Limited 143.12 150.64
Adani Renewable Power LLP - 1.00
145
Adani Green Energy Limited
` in Lakhs
Sr For the year ended For the year ended
Nature of Transaction Related Party
No. 31st March, 2019 31st March, 2018
Sale of Investment to following Subsidiaries
4 Adani Green Energy (MP) Limited Adani Renewable Energy (TN) Limited 1.00 -
Adani Renewable Energy (GJ) Limited 1.00 -
Mahoba Solar (UP) Private Limited Kilaj Solar (Maharashtra) Private Limited 1.00 -
Adani Wind Energy (TN) Limited 1.00 -
5 Investment (Debenture) Parampujya Solar Energy Private Limited - 15,150.00
Prayatna Developers Private Limited 10,410.00 -
Adani Green Energy (MP) Limited 7,139.00 -
6 Interest Income on Debenture Parampujya Solar Energy Private Limited 2,102.63 1,084.24
Prayatna Developers Private Limited 1,089.90
7 Investment in Preference Share Kodangal Solar Parks Private Limited 2,667.00 -
8 Borrowing (Perpetual debt) Adani Properties Private Limited 74,914.24 -
(refer note 45)
9 Loan Taken Adani Enterprises Limited - 75,572.02
Adani Green Energy (Tamil Nadu) Limited - 637.80
Adani Infra (India) Limited - 1,43,248.42
Adani Properties Private Limited 24,350.18 76,598.67
Mahoba Solar (UP) Private Limited 31,681.63 8,912.33
Adani Renewable Energy Park 500.00 -
Rajasthan Limited
Parampujya Solar Energy Private Limited - 8,181.87
Prayatna Developers Private Limited - 520.13
Ramnad Solar Power Limited - 95.00
10 Loan Repaid Back Adani Enterprises Limited - 79,184.39
Adani Green Energy (Tamil Nadu) Limited - 637.80
Adani Infra (India) Limited 23,072.42 1,20,176.00
Adani Properties Private Limited 94,229.38 38,030.81
Mahoba Solar (UP) Private Limited 40,570.67 23.29
Adani Renewable Energy Park 500.00 -
Rajasthan Limited
Adani Green Energy (Up) Limited - 9,414.72
Parampujya Solar Energy Private Limited - 8,181.87
Prayatna Developers Private Limited - 520.13
Ramnad Solar Power Limited - 264.13
11 Interest Expense on Loan Adani Enterprises Limited - 1,901.96
Adani Green Energy (Tamil Nadu) Limited - 10.30
Adani Infra (India) Limited 537.04 657.05
Adani Properties Private Limited 6,500.22 200.50
Mahoba Solar (UP) Private Limited 1,013.11 194.07
Parampujya Solar Energy Private Limited - 24.39
Prayatna Developers Private Limited - 0.87
Adani Green Energy (Up) Limited - 30.88
Ramnad Solar Power Limited - 15.02
12 Loan Given Kilaj Solar (Maharashtra) Private Limited 193.77 932.76
Adani Green Energy (Tamil Nadu) Limited 3,332.03 15,779.89
Adani Green Energy (Up) Limited 23,217.96 88,138.13
Adani Properties Private Limited - 2,838.48
Adani Green Energy (MP) Limited 44,974.54 6,169.43
Adani Infra (India) Limited 2,169.50 -
146
Annual Report 2018-19
Corporate Overview
as at and for the year ended on 31st March, 2019
` in Lakhs
Sr For the year ended For the year ended
Nature of Transaction Related Party
No. 31st March, 2019 31st March, 2018
Adani Renewable Energy Park Limited 242.80 654.60
Adani Renewable Energy Park 117.65 3.14
Statutory Reports
(Gujarat) Limited
Gaya Solar (Bihar) Private Limited 38.78 71.07
Adani Wind Energy (Gujarat) 1,341.89 4,423.85
Private Limited
Zemira Renewable Energy Limited - 42.91
(Previously Known as Adani Wind
Energy (AP) Limited)
Mahoba Solar (UP) Private Limited 11,992.81 721.00
Wardha Solar (Maharashtra) 26,608.15 51,450.51
147
Adani Green Energy Limited
` in Lakhs
Sr For the year ended For the year ended
Nature of Transaction Related Party
No. 31st March, 2019 31st March, 2018
Adani Renewable Energy Park 962.75 286.96
Rajasthan Limited
Prayatna Developers Private Limited 14,858.74 11,166.65
Wardha Solar (Maharashtra) 16,114.00 34,304.00
Private Limited
Kodangal Solar Parks Private Limited 316.97 -
Adani Renewable Energy (KA) Limited 27.00 -
Adani Renewable Energy (TN) Limited 9.00 -
Adani Renewable Energy (GJ) Limited 17.00 -
Adani Renewable Energy (RJ) Limited 1,191.90 -
Adani Saur Urja (KA) Limited 30.00 -
Kamuthi Renewable Energy Limited 1,662.00 485.00
Kamuthi Solar Power Limited 33,374.32 1,670.00
Ramnad Renewable Energy Limited 1,648.00 2,110.00
Ramnad Solar Power Limited 831.00 13.52
14 Loan Given Balance Written off Zemira Renewable Energy Limited - 8.91
(Previously Known as Adani Wind
Energy (AP) Limited)
15 Interest Income on Loan Adani Green Energy (Tamil Nadu) Limited 1,099.67 90.78
Adani Green Energy (MP) Limited 930.68 178.21
Adani Green Energy (Up) Limited 4,150.79 1,235.24
Adani Infra (India) Limited 37.47 -
Adani Properties Private Limited - 21.43
Adani Renewable Energy Park Limited 143.45 132.45
Adani Renewable Energy Park 1.59 0.15
(Gujarat) Limited
Gaya Solar (Bihar) Private Limited 4.20 32.85
Kilaj Solar (Maharashtra) Private Limited 104.89 58.09
Adani Wind Energy (Gujarat) 473.39 244.73
Private Limited
Zemira Renewable Energy Limited - 0.74
(Previously Known as Adani Wind
Energy (AP) Limited)
Adani Green Technology Limited - 0.21
Mahoba Solar (UP) Private Limited - 25.77
Wardha Solar (Maharashtra) 2,473.30 508.28
Private Limited
Rosepetal Solar Energy Private Limited 41.06 7.35
Parampujya Solar Energy Private Limited 5,588.34 1,062.42
Adani Renewable Energy Park 17.14 12.13
Rajasthan Limited
Adani Renewable Energy (KA) Limited 16.41 -
Adani Renewable Energy (TN) Limited 1.19 -
Adani Renewable Energy (GJ) Limited 1.68 -
Adani Renewable Energy (MH) Limited 0.92 -
Adani Renewable Energy (RJ) Limited 29.19 -
Adani Wind Energy (GJ) Limited 17.65 -
Adani Wind Energy (TN) Limited 0.53 -
Adani Saur Urja (KA) Limited 6.04 -
148
Annual Report 2018-19
Corporate Overview
as at and for the year ended on 31st March, 2019
` in Lakhs
Sr For the year ended For the year ended
Nature of Transaction Related Party
No. 31st March, 2019 31st March, 2018
Prayatna Developers Private Limited 1,775.13 195.52
Kodangal Solar Parks Private Limited 11.95 0.29
Statutory Reports
Kamuthi Renewable Energy Limited 604.41 181.04
Mahoba Solar (UP) Private Limited 6.60 -
Kamuthi Solar Power Limited 2,765.04 250.10
Ramnad Renewable Energy Limited 1,229.92 136.81
Ramnad Solar Power Limited 362.21 11.92
16 Other Balances Transfer from Adani Infra (India) Limited 1.85 -
Adani Power Maharashtra Limited - 3.77
Adani Green Energy (Tamil Nadu) Limited 37.08 1.00
Udupi Power Corporation Limited 9.06 -
149
Adani Green Energy Limited
` in Lakhs
Sr For the year ended For the year ended
Nature of Transaction Related Party
No. 31st March, 2019 31st March, 2018
18 Services Availed Belvedere Golf and Country Club 1.12 0.50
Private Limited
Adani Finserve Private Limited 62.81 -
MPSEZ Utilities Private Limited 1.00 -
Adani Power (Mundra) Limited 2.00 -
Karnavati Aviation Private Limited 240.00 -
Adani Township and Real Estate Company 0.51 -
Private Limited
Adani Port & SEZ Limited 113.89 -
Adani Infrastructure Management 2.36 -
Service Limited
Adani Enterprises Limited 954.94 13.06
19 Purchase of Goods Adani Enterprises Limited 302.14 7,294.79
Adani Green Energy (Up) Limited 15.22 25,440.82
Mundra Solar PV Limited 6,873.62 44,107.57
Wardha Solar (Maharashtra) 52.80 66,212.28
Private Limited
Parampujya Solar Energy Private Limited 62.12 21,330.08
20 Sale of Assets Adani Wind Energy (Gujarat) - 28.06
Private Limited
Adani Renewable Energy Park 7.42 -
Rajasthan Limited
Aravali Transmission Service 0.59 -
Company Limited
Maru Transmission Service 0.64 -
Company Limited
21 Advance Transfer to Intercompany Adani Green Energy (MP) Limited - 511.88
22 Reimbursement of Expenses Paid Adani Infra (India) Limited - 37.68
23 Compensation of Key Ashish Garg, Chief Financial Officer 230.33 142.07
Management Personnel # Sagar R. Adani, Executive Director 43.12 -
Jayant Parimal, Chief Executive Officer 368.82 -
24 Director Sitting Fees Nayna Gadhvi - 0.59
Sandeep Mohanraj Singhi 3.54 -
Jay Himmatlal Shah 0.70 0.59
25 Advance Received Adani Green Energy (MP) Limited 30,130.00 -
Adani Renewable Energy (RJ) Limited 12,940.00 -
26 Advance Repaid Back (Land) Adani Green Energy (Tamil Nadu) Limited - 54.00
27 Sale of Goods Kodangal Solar Parks Private Limited 690.26 7,660.74
Adani Green Energy (Up) Limited 9,431.97 25,586.56
Mahoba Solar (UP) Private Limited 2,089.36 -
Parampujya Solar Energy Private Limited 66.87 21,667.59
Adani Renewable Energy (KA) Limited 6,392.01 -
Mundra Solar PV Limited - 47,161.99
Wardha Solar (Maharashtra) 197.86 67,647.88
Private Limited
150
Annual Report 2018-19
Corporate Overview
as at and for the year ended on 31st March, 2019
` in Lakhs
Sr For the year ended For the year ended
Nature of Transaction Related Party
No. 31st March, 2019 31st March, 2018
28 Rendering of Services Kodangal Solar Parks Private Limited 420.72 940.43
Adani Green Energy (Tamil Nadu) Limited 304.06 -
Statutory Reports
Adani Green Energy (Up) Limited 408.23 -
Adani Wind Energy (Gujarat) 67.57 -
Private Limited
Parampujya Solar Energy Private Limited 591.23 -
Prayatna Developers Private Limited 309.69 -
Wardha Solar (Maharashtra) 492.69 -
Private Limited
Adani Renewable Energy Park Limited 817.50 -
Adani Renewable Energy (KA) Limited 1.41 -
Note
# The above does not include Provision for Leave Encashment and Gratuity as it is provided in the books on the basis of
actuarial valuation for the Company as a whole and hence individual figures cannot be identified.
151
Adani Green Energy Limited
` in Lakhs
Sr As at As at
Type of Balance Related Party
No. 31st March, 2019 31st March, 2018
Rosepetal Solar Energy Private Limited 578.42 289.97
Parampujya Solar Energy Private Limited 47,253.66 61,556.33
Adani Renewable Energy Park - 105.17
Rajasthan Limited
Prayatna Developers Private Limited 18,160.27 17,528.68
Kodangal Solar Parks Private Limited 165.23 106.64
Kamuthi Renewable Energy Limited 6,750.51 7,102.25
Adani Infra (India) Limited 500.25 -
Adani Renewable Energy (KA) Limited 541.82 -
Adani Renewable Energy (TN) Limited 46.21 -
Adani Renewable Energy (GJ) Limited 142.27 -
Adani Renewable Energy (MH) Limited 19.83 -
Adani Renewable Energy (RJ) Limited 866.69 -
Adani Wind Energy (GJ) Limited 515.88 -
Adani Wind Energy (TN) Limited 29.48 -
Adani Saur Urja (KA) Limited 600.44 -
Kamuthi Solar Power Limited 6,551.77 31,025.25
Ramnad Renewable Energy Limited 13,605.61 13,111.90
Ramnad Solar Power Limited 4,006.42 4,299.41
4 Investment (Debenture) Parampujya Solar Energy Private Limited 20,025.00 20,025.00
Prayatna Developers Private Limited 10,410.00 -
Adani Green Energy (MP) Limited 7,139.00 -
5 Interest Accrued but not due (Loan) Adani Enterprises Limited 0.17 0.17
Adani Green Technology Limited 3.26 3.26
Mundra Solar PV Limited 0.44 0.44
6 Interest Accrued but not due (Debenture) Parampujya Solar Energy Private Limited 3,055.30 1,058.09
Prayatna Developers Private Limited 1,035.26
7 Accounts Payables Adani Enterprises Limited 15,726.27 2,751.04
(Inclusive of Provisions) Adani Renewable Energy (TN) Limited 1.00 -
Adani Renewable Energy (RJ) Limited 12,940.00 -
Adani Green Energy (MP) Limited 29,616.94 -
Adani Infrastructure Management 6.81 -
Service Limited
Adani Electricity Mumbai Limited 16.39 -
Karnavati Aviation Private Limited 247.20 -
Adani Logistics Limited 35.46 -
Adani Township and Real Estate Company 0.59 -
Private Limited
Adani Green Energy (Up) Limited - 23,072.45
Adani Logistics Limited - 36.34
Maharashtra Eastern Grid Power 2.03 -
Transmission Co Ltd
Adani Wind Energy (Gujarat) - 21,856.21
Private Limited
Adani Port & SEZ Limited 87.40 -
Parampujya Solar Energy Private Limited - 19,189.52
Wardha Solar (Maharashtra) 6,526.03 19,773.60
Private Limited
152
Annual Report 2018-19
Corporate Overview
as at and for the year ended on 31st March, 2019
` in Lakhs
Sr As at As at
Type of Balance Related Party
No. 31st March, 2019 31st March, 2018
S B Adani Family Trust 0.04 -
Adani Infra (India) Limited - 8.53
Statutory Reports
Mundra Solar Pv Limited - 32,788.22
Adani Green Energy (MP) Limited - 511.88
Adani Wind Energy (Gujarat) 408.99 33.11
Private Limited
Mundra Solar Limited 0.32 0.32
Mundra Solar PV Limited 2,669.55 -
Adani Green Energy (Tamil Nadu) Limited 174.98 -
Adani Green Energy (Up) Limited 3,657.56 -
Adani Power (Mundra) Limited 4.93 6.93
153
Adani Green Energy Limited
40 The Company publishes the unconsolidated financial statements of the Company along with the consolidated financial
statements of the company. In accordance with Ind AS 108 – Operating Segments, the Company has disclosed the
segment information in the consolidated financial statements.
41 Previous year's figures have been recast, regrouped and rearranged, wherever necessary to confirm to this year's
classification.
42 The Board of Directors of Adani Enterprises Limited (hereinafter referred as “AEL”) and the Board of Directors of the
Company had approved the Scheme of Arrangement (“the Scheme”) among AEL and the Company and their respective
shareholders and creditors. The Scheme was sanctioned by National Company Law Tribunal (”NCLT”), bench at,
Ahmedabad vide its order dated 16th February, 2018. Pursuant to the sanction of the Scheme, the Renewable Power
Undertaking of AEL has been transferred to the Company with appointed date of 1st April, 2018.
Accordingly following effects are given in the books of accounts of the Company:
(i) The existing 64,96,89,000 equity shares of ` 10 each held by AEL in the Company stand cancelled, against which
the Company has allotted 83,69,55,473 equity shares of ` 10 each to the shareholders of AEL in swap ratio of 761
equity shares of the Company for every 1,000 equity shares held by shareholders of AEL.
(ii) The transfer and vesting of the Renewable Power Undertaking is accounted for in the books of accounts of the Company
as per the "Pooling of Interest Method" prescribed under Indian Accounting Standard 103 - "Business Combinations"
notified under Section 133 of the Companies Act, 2013 (the 'Act') read with relevant rules issued thereunder and other
applicable accounting standards prescribed under the Act.
(iii) The excess of the value of equity shares allotted over the book value of assets and liabilities transferred has been recorded
as reduction from capital reserve.
43 Business Combination
Since the scheme of demerger described in note no 42 above 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 had occurred with effect from 1st April, 2017 and accordingly, Capital reserve is calculated based
on the net assets as on 1st April, 2017.
Details of the purchase consideration, the net assets acquired and goodwill are as follows:
` in Lakhs
Particulars Amount
Total Investment of AEL in the Company 64,968.90
Net Assets of Renewable undertaking in books of AEL as on 1st April, 2017 18,435.69
Total Net Assets (A) 83,404.59
Total Purchase consideration (New shares) (B) 83,695.55
Reduction from Capital Reserve on acquisition (C) = (B) - (A) 290.96
154
Annual Report 2018-19
Corporate Overview
as at and for the year ended on 31st March, 2019
Following is the impact on Balance Sheet, Profit and Loss account and Cash flow statement of the Company, due to
restatement of previous period reporting numbers.
Reconciliation of Balance sheet as on March 31, 2018:
` in Lakhs
As at March 31, 2018
Statutory Reports
Particulars Before Impact of Restated
restatement restatement
Assets
Non - Current Assets
Property, Plant and Equipment 6,880.73 - 6,880.73
Intangible Assets 42.72 - 42.72
Financial Assets
Investment 1,52,966.01 - 1,52,966.01
Other Financial Assets 384.96 19,520.50 19,905.46
155
Adani Green Energy Limited
Reconciliation of Profit and Loss account for the year ended March 31, 2018:
` in Lakhs
As at March 31, 2018
Particulars
Before Impact of Restated
restatement restatement
Income
Revenue from Operations 9,843.71 1,62,032.16 1,71,875.87
Other Income 5,746.74 925.83 6,672.57
Total Income 15,590.45 1,62,957.99 1,78,548.44
Expenses
Cost of Materials consumed 8,492.48 (349.20) 8,143.28
Purchase of Trading goods - 1,58,702.27 1,58,702.27
Employee Benefits Expenses 1,659.41 - 1,659.41
Finance Costs 6,905.96 6,191.73 13,097.69
Depreciation and Amortisation Expenses 930.04 - 930.04
Other Expenses 1,055.16 173.31 1,228.47
Total Expenses 19,043.05 1,64,718.11 1,83,761.16
(Loss) before tax (3,452.60) (1,760.12) (5,212.72)
Tax Expense:
Deferred Tax (591.21) - (591.21)
(Loss) for the year (2,861.39) (1,760.12) (4,621.51)
Reconciliation of Component of Cash flow statement for the year ended March 31, 2018:
` in Lakhs
As at March 31, 2018
Particulars
Before Impact of Restated
restatement restatement
Net cash (used in)/ generated from operating activities (A) (11,560.39) (54,722.40) (66,282.79)
Net cash (used in) investing activities (B) (2,21,892.38) (2,353.22) (2,24,245.60)
Net cash generated from financing activities (C) 2,36,586.88 57,075.62 2,93,662.50
Net increase in cash and cash equivalents (A)+(B)+(C) 3,134.11 - 3,134.11
44 T
he Company has taken various derivatives to hedge its loans and other payable. The outstanding position of derivative
instruments is as under:
The details of foreign currency exposures not hedged by derivative instruments are as under :
(Closing rate as at 31st March, 2019 : INR/USD - 69.155, INR/EURO - 77.673, INR/GBP - 90.525 and as at 31st March, 2018 :
INR/USD - 65.175, INR/EUR - 80.808 and INR/GBP - 92.278)
156
Annual Report 2018-19
Corporate Overview
as at and for the year ended on 31st March, 2019
45 During the year, the Company has converted the loan of ` 74,914.24 Lakhs from Adani Properties Private Limited (APPL)
into Unsecured Perpetual Debt. This debt is perpetual in nature with no maturity or redemption and is repayable only
at the option of the borrower. The distribution on this debt is cumulative and at the discretion of the borrower at the
rate of 11% p.a. where the borrower has an unconditional right to defer the same. As this debt is perpetual in nature
and ranked senior only to the Share Capital of the borrower and the borrower does not have any redemption obligation,
Statutory Reports
this is considered to be in the nature of equity instruments. This Unsecured Perpetual Debt have been presented as
Instruments entirely equity in nature.
The disclosure in respect of the amount payable to enterprises which have provided goods and services to the Company and
which qualify under the definition of micro and small enterprises, as defined under Micro, Small and Medium Enterprises
Development Act, 2006 has been made in the Financial statement as at 31st March, 2019 based on the information
received and available with the Company. On the basis of such information, no interest is payable to any micro, small and
medium enterprises.
47 Ind AS 115 Revenue from contracts with customers was issued on 28th March, 2018 and supersedes Ind AS 11
Construction Contracts and Ind AS 18 Revenue and it applies, with limited exception, to all revenue arising from
contracts with its customers. Under Ind AS 115, revenue is recognised when a customer obtains control of goods or
services. The Company has adopted Ind AS 115 using the cumulative effect method (without practical expedients) with
the effect of initially applying this standard recognised at the date of initial application i.e. 1st April, 2018. Accordingly,
the comparative information i.e. information for the year ended 31st March 2018, has not been restated. The adoption of
the standard did not have any material impact on the financial statements of the company. Additionally, the disclosure
requirements in Ind AS 115 have not generally been applied to comparative information.
Contract balances:
(a) The following table provides information about receivables, contract assets and contract liabilities from the contracts
with customers.
` in Lakhs
As at As at
Particular
31st March, 2019 31st March, 2018
Trade receivables (refer note 11) 31,495.12 88,793.74
Contract assets (refer note 16) 105.90 102.88
Contract liabilities (refer note 24) 51,307.20 539.00
The contract assets primarily relate to the Company's right to consideration for work completed but not billed at the reporting
date. The contract assets are transferred to receivables when the rights become unconditional. This usually occurs when
the company issues an invoice to the Customer.
157
Adani Green Energy Limited
The contract liabilities primarily relate to the advance consideration received from the customers.
The Trade receivables primarily relate to the Company's right to consideration for work completed at the reporting date.
(b) Significant changes in contract assets and liabilities during the period:
` in Lakhs
For the year ended
Particular
31st March, 2019
Contract assets reclassified to receivables 102.88
Contract liabilities recognised as revenue during the year 539.00
Reconciliation the amount of revenue recognised in the statement of profit and loss with the contracted price:
` in Lakhs
For the year ended
Particular
31st March, 2019
Revenue as per contracted price 31,812.67
Adjustments
Discounts -
Revenue from contract with customers 31,812.67
Anuj Jain Nirav Patel Rajesh S. Adani Sagar R. Adani Jayant Parimal
Partner Partner Director Executive Director Chief Executive Officer
Membership No. 119140 Membership No. 113327 DIN : 00006322 DIN : 07626229
Ashish Garg Pragnesh Darji
Chief Financial Officer Company Secretary
Place : Ahmedabad Place : Ahmedabad Place : Boston Place : Singapore Place : New Delhi
Date : 15th May, 2019 Date : 15th May, 2019 Date : 15th May, 2019
158
Annual Report 2018-19
Corporate Overview
To Act, 2013 (“the Act”) in the manner so required and give a true
The Members of and fair view in conformity with the accounting principles
Adani Green Energy Limited generally accepted in India, of the consolidated state of
affairs of the Group and its joint venture as at 31 March 2019,
Report on the Audit of Consolidated of its consolidated loss and other comprehensive income,
Statutory Reports
Financial Statements consolidated changes in equity and consolidated cash flows
for the year then ended.
Opinion
We have audited the accompanying consolidated financial Basis for Opinion
statements of Adani Green Energy Limited (hereinafter
We conducted our audit in accordance with the Standards
referred to as “the Holding Company”) and its subsidiaries
on Auditing (SAs) specified under Section 143(10) of
(the Holding Company and its subsidiaries together referred
the Act. Our responsibilities under those SAs are further
to as “the Group”) and its joint venture, which comprise
described in the Auditor’s Responsibilities for the Audit
of the Consolidated Balance Sheet as at 31 March 2019,
of the Consolidated Financial Statements section of our
The key audit matter How the matter was addressed in our audit
As at 31 March 2019, the Group has recognized deferred tax As part of our audit procedures in this area:
assets (net) aggregating to ` 37,590.08 lakhs towards deductible
• w
e obtained the management’s calculations of future
temporary differences and tax losses.
taxable profits;
The Group has recognized deferred tax assets to the extent that
• w
e tested the reasonableness of the future taxable profits in
it is probable that the future taxable profits will be available
light of the Group’s current financial performance, operating
against which such deductible temporary differences and
model and contractual arrangements;
unused tax losses can be utilized. Accordingly, deferred tax
assets on unused tax losses aggregating to ` 50,308.06 lakhs • w e evaluated the Group’s ability to avail deduction of temporary
and on unused tax credits aggregating to ` 669.11 lakhs have differences and unused tax losses from such projected future
not been recognized as at 31 March 2019. taxable profits within the time limit before the relevant
entitlements expire;
We have determined this to be a key audit matter due to the
significant judgment involved in preparing forecasts of future • w e examined the disclosures in Note 8 of the consolidated
taxable profits which will result in utilization of the recognized financial statements for adequacy and appropriateness
deferred tax assets. including around the disclosure of judgment applied in
estimating recognized and unrecognized deferred tax assets.
The Group’s disclosure with respect to deferred tax is included in
Note 8 of the consolidated financial statements.
159
Adani Green Energy Limited
The key audit matter How the matter was addressed in our audit
During the year, the Group acquired the Solar business from a As part of our audit procedures in this area:
related party which was a significant one – off common control
• w e examined the Scheme of Arrangement pursuant to which
transaction with the appointed date of 1 April 2018.
the business acquisition was carried out along with the
The accounting for the acquisition of the Solar business was regulatory approvals required for the Scheme of Arrangement
complex as it required the Group to restate prior year figures to take effect;
in accordance with requirements of Ind AS 103 – “Business
• w
e evaluated the appropriateness of the accounting treatment
Combinations” along with explanatory disclosures. This also
followed by the Company in this regard, with reference to the
resulted in significant amount of audit effort.
requirements of the accounting principles generally accepted
Accordingly, we have determined this to be a key audit matter. in India, including Ind AS;
The disclosures with respect to the business combination • w
e assessed the methodology applied in determining the
are included in Notes 47 and 48 of the consolidated transaction price;
financial statements.
• w
e examined the disclosures in Notes 47 and 48 of the
consolidated financial statements for adequacy and
appropriateness, including disclosures of the impact of
restatement of prior year figures.
Other Information in equity and consolidated cash flows of the Group including
its joint venture in accordance with the accounting principles
The Holding Company’s management and Board of Directors
generally accepted in India, including the Indian Accounting
are responsible for the other information. The other
Standards (Ind AS) specified under Section 133 of the Act.
information comprises the information included in the
The respective Board of Directors of the companies included
Holding Company’s annual report, but does not include the
in the Group and of its joint venture are responsible for
financial statements and our auditors’ report thereon.
maintenance of adequate accounting records in accordance
with the provisions of the Act for safeguarding the assets
Our opinion on the consolidated financial statements does
of each company and for preventing and detecting frauds
not cover the other information and we do not express any
and other irregularities; the selection and application of
form of assurance conclusion thereon.
appropriate accounting policies; making judgments and
estimates that are reasonable and prudent; and the design,
In connection with our audit of the consolidated financial
implementation and maintenance of adequate internal
statements, our responsibility is to read the other
financial controls, that were operating effectively for
information and, in doing so, consider whether the other
ensuring accuracy and completeness of the accounting
information is materially inconsistent with the consolidated
records, relevant to the preparation and presentation of the
financial statements or our knowledge obtained in the audit
consolidated financial statements that give a true and fair
or otherwise appears to be materially misstated. If, based on
view and are free from material misstatement, whether due
the work we have performed and based on the work done
to fraud or error, which have been used for the purpose of
/ audit report of other auditors, we conclude that there is
preparation of the consolidated financial statements by the
a material misstatement of this other information, we are
Directors of the Holding Company, as aforesaid.
required to report that fact. We have nothing to report
in this regard.
In preparing the consolidated financial statements,
the respective management and Board of Directors of
Responsibilities of Management and Those
the companies included in the Group and of its joint venture
Charged with Governance for the Consolidated
are responsible for assessing the ability of each company
Financial Statements
to continue as a going concern, disclosing, as applicable,
The Holding Company’s management and Board of Directors matters related to going concern and using the going
are responsible for the preparation and presentation of concern basis of accounting unless management either
these consolidated financial statements in term of the intends to liquidate the company or to cease operations, or
requirements of the Act that give a true and fair view of the has no realistic alternative but to do so.
consolidated state of affairs, consolidated loss and other
comprehensive income, consolidated statement of changes
160
Annual Report 2018-19
Corporate Overview
The respective Board of Directors of the companies included Our conclusions are based on the audit evidence obtained
in the Group and of its joint venture are responsible for up to the date of our auditor’s report. However, future
overseeing the financial reporting process of each company. events or conditions may cause the Group (company
and subsidiaries) as well as its joint venture to cease to
Auditor’s Responsibilities for the Audit of the continue as a going concern.
Statutory Reports
Consolidated Financial Statements
• Evaluate the overall presentation, structure and content
Our objectives are to obtain reasonable assurance about of the consolidated financial statements, including the
whether the consolidated financial statements as a whole disclosures, and whether the consolidated financial
are free from material misstatement, whether due to fraud statements represent the underlying transactions and
or error, and to issue an auditor’s report that includes our events in a manner that achieves fair presentation.
opinion. Reasonable assurance is a high level of assurance,
• Obtain sufficient appropriate audit evidence regarding the
but is not a guarantee that an audit conducted in accordance
financial information of such entities or business activities
with SAs will always detect a material misstatement when it
within the Group and its joint venture to express an opinion
161
Adani Green Energy Limited
audit matters. We describe these matters in our auditors’ accepted in India. We have audited these conversion
report unless law or regulation precludes public disclosure adjustments made by the Company’s management.
about the matter or when, in extremely rare circumstances, Our opinion in so far as it relates to the balances
we determine that a matter should not be communicated and affairs of such subsidiaries located outside India
in our report because the adverse consequences of doing is based on the report of other auditors and the
so would reasonably be expected to outweigh the public conversion adjustments prepared by the management
interest benefits of such communication. of the Company and audited by us.
162
Annual Report 2018-19
Corporate Overview
c) The Consolidated Balance Sheet, the financial statements in respect of such items as it
Consolidated Statement of Profit and Loss relates to the Group and its joint venture.
(including other comprehensive income), the
Consolidated Statement of Changes in Equity iii. There were no amounts which were required
and the Consolidated Statement of Cash Flows to be transferred to the Investor Education and
Statutory Reports
dealt with by this Report are in agreement with Protection Fund by the Company during the year
the relevant books of account maintained for ended 31 March 2019.
the purpose of preparation of the consolidated
financial statements; 3) With respect to the matter to be included in the
Auditors’ Report under section 197(16):
d) In our opinion, the aforesaid consolidated financial
statements comply with the Ind AS specified In our opinion and according to the information and
under section 133 of the Act; explanations given to us and based on the reports
of the statutory auditors of subsidiaries and a joint
163
Adani Green Energy Limited
164
Annual Report 2018-19
Corporate Overview
statements for external purposes in accordance with generally financial controls with reference to consolidated financial
accepted accounting principles. A company's internal statements may become inadequate because of changes
financial controls with reference to consolidated financial in conditions, or that the degree of compliance with the
statements includes those policies and procedures that (1) policies or procedures may deteriorate.
pertain to the maintenance of records that, in reasonable
Statutory Reports
detail, accurately and fairly reflect the transactions and Other Matter
dispositions of the assets of the company; (2) provide
Our aforesaid report under Section 143(3)(i) of the Act on
reasonable assurance that transactions are recorded as
the adequacy and operating effectiveness of the internal
necessary to permit preparation of financial statements in
financial controls with reference to consolidated financial
accordance with generally accepted accounting principles,
statements in so far as it relates to 24 subsidiaries which
and that receipts and expenditures of the company are
are companies incorporated in India, is based on the
being made only in accordance with authorisations of
corresponding reports of one of the joint auditors, Dharmesh
management and directors of the company; and (3) provide
Parikh & Co., Chartered Accountants and for one joint
reasonable assurance regarding prevention or timely
Inherent Limitations of Internal Financial controls For B S R & Co. LLP For Dharmesh Parikh & Co.
with Reference to Consolidated Financial Chartered Accountants Chartered Accountants
Statements Firm's Registration No. Firm’s Registration No. 112054W
Because of the inherent limitations of internal financial 101248W/W-100022
controls with reference to consolidated financial
statements, including the possibility of collusion or improper Nirav Patel Anuj Jain
management override of controls, material misstatements Partner Partner
due to error or fraud may occur and not be detected. Also, Membership No. 113327 Membership No. 119140
projections of any evaluation of the internal financial
controls with reference to consolidated financial statements Place: Ahmedabad Place: Ahmedabad
to future periods are subject to the risk that the internal Date: 15 May 2019 Date: 15 May 2019
165
Adani Green Energy Limited
` in Lakhs
As at As at
Particulars Notes
31st March, 2019 31st March, 2018
Assets
Non-Current Assets
(a) Property, Plant and Equipment 4.1 10,38,418.10 9,11,923.12
(b) Capital Work-In-Progress 4.2 74,286.67 1,72,485.97
(c) Goodwill on Consolidation 297.76 -
(d) Other Intangible Assets 4.3 118.87 78.32
(e) Financial Assets
(i) Investments 5 3,671.97 4,175.55
(ii) Loans 6 3,413.01 -
(ii) Other Financial Assets 7 43,649.37 41,142.09
(f) Income Tax Assets (Net) 1,861.74 727.26
(g) Deferred Tax Assets (Net) 8 37,590.08 24,569.32
(h) Other Non - Current Assets 9 55,090.12 42,671.07
Total Non - Current Assets 12,58,397.69 11,97,772.70
Current Assets
(a) Inventories 10 13,588.04 1,69,228.56
(b) Financial Assets
(i) Investments 11 4,043.58 4,526.03
(ii) Trade Receivables 12 75,789.22 84,821.95
(iii) Cash and Cash Equivalents 13 25,407.96 25,060.16
(iv) Bank balances other than (iii) above 14 10,738.65 20,632.32
(v) Loans 15 9,408.51 30,637.47
(vi) Other Financial Assets 16 28,383.62 17,879.33
(c) Other Current Assets 17 39,995.80 20,299.42
Total Current Assets 2,07,355.38 3,73,085.24
Total Assets 14,65,753.07 15,70,857.94
Equity And Liabilities
Equity
(a) Equity Share Capital 18 1,56,401.43 1,56,401.43
(b) Instruments entirely equity in nature 1,09,333.68 -
(c) Other Equity 19 (72,400.59) (22,260.81)
Total Equity attributable to Equity Holders of the Company 1,93,334.52 1,34,140.62
(d) Non - Controlling Interests 20 (109.81) -
Total Equity 1,93,224.71 1,34,140.62
Liabilities
Non - Current Liabilities
(a) Financial Liabilities
(i) Borrowings 21 9,94,811.45 8,37,305.05
(ii) Other Financial Liabilities 22 3,136.85 631.49
(b) Provisions 23 1,001.22 861.99
(c) Other Non - Current Liabilities 24 3,678.52 -
Total Non - Current Liabilities 10,02,628.04 8,38,798.53
Current Liabilities
(a) Financial Liabilities
(i) Borrowings 25 74,222.25 1,35,131.75
(ii) Trade Payables 26
i. Total outstanding dues of micro enterprises and small enterprises 63.21 -
ii. Total outstanding dues of creditors other than micro enterprises and 16,061.34 9,834.86
small enterprises
(iii) Other Financial Liabilities 27 1,76,311.59 4,50,892.63
(b) Other Current Liabilities 28 2,713.68 1,732.38
(c) Provisions 29 528.25 327.17
Total Current Liabilities 2,69,900.32 5,97,918.79
Total Liabilities 12,72,528.36 14,36,717.32
Total Equity and Liabilities 14,65,753.07 15,70,857.94
The notes referred above are an integral part of these consolidated financial statements.
In terms of our report attached
For Dharmesh Parikh & Co. For B S R Co. & LLP For and on behalf of the Board of Directors of
Chartered Accountants Chartered Accountants ADANI GREEN ENERGY LIMITED
Firm Registration Number: Firm Registration Number:
112054W 101248W/W-100022
Anuj Jain Nirav Patel Rajesh S. Adani Sagar R. Adani Jayant Parimal
Partner Partner Director Executive Director Chief Executive Officer
Membership No. 119140 Membership No. 113327 DIN : 00006322 DIN : 07626229
Corporate Overview
for the year ended 31st March, 2019
` in Lakhs
For the Year Ended For the Year Ended
Particulars Notes
31st March, 2019 31st March, 2018
Income
Revenue from Operations 30 2,05,798.31 1,48,028.22
Statutory Reports
Other Income 31 7,301.49 5,112.74
Total Income 2,13,099.80 1,53,140.96
Expenses
Cost of Materials consumed 13,013.59 9,054.10
Purchase of Traded goods - 42,386.68
Employee Benefits Expenses 32 5,964.95 4,365.38
Finance Costs 33 1,12,117.56 55,182.26
Depreciation and Amortisation Expenses 4.1 and 4.3 1,06,195.97 54,298.71
Other Expenses 34 34,273.26 8,871.72
Total Expenses
The notes referred above are an integral part of these consolidated financial statements.
In terms of our report attached
For Dharmesh Parikh & Co. For B S R Co. & LLP For and on behalf of the Board of Directors of
Chartered Accountants Chartered Accountants ADANI GREEN ENERGY LIMITED
Firm Registration Number: Firm Registration Number:
112054W 101248W/W-100022
Anuj Jain Nirav Patel Rajesh S. Adani Sagar R. Adani Jayant Parimal
Partner Partner Director Executive Director Chief Executive Officer
Membership No. 119140 Membership No. 113327 DIN : 00006322 DIN : 07626229
C. Other Equity
For the year ended 31st March, 2019
` in Lakhs
Attributable to the owners of the Company
Items of Other
Reserves and Surplus Non -
Comprehensive Income
Controlling
Foreign Total
Capital Reserve Interests
Retained Cash Flow Currency
on Demerger
Earnings Hedge Reserve Translation
(refer note 48)
Reserve
Balance as at 1st April, 2018 (22,777.86) 517.05 - - - (22,260.81)
(Loss) for the year (47,391.24) - - - (114.35) (47,505.59)
Other Comprehensive (Loss) (net of tax) 5.50 - (2,722.59) (31.45) 4.54 (2,744.00)
Total Comprehensive (Loss) (47,385.74) - (2,722.59) (31.45) (109.81) (50,249.59)
for the year
Balance as at 31st March, 2019 (70,163.60) 517.05 (2,722.59) (31.45) (109.81) (72,510.40)
168
Annual Report 2018-19
Corporate Overview
For the year ended 31st March, 2018
` in Lakhs
Attributable to the owners of the Company
Items of Other
Reserves and Surplus Non -
Statutory Reports
Comprehensive Income
Controlling
Foreign Total
Capital Reserve Interests
Retained Cash Flow Currency
on Demerger
Earnings Hedge Reserve Translation
(refer note 48)
Reserve
Balance as at 1st April, 2017 (8,994.57) 517.05 - - - (8,477.52)
(Loss) for the year (13,751.58) - - - - (13,751.58)
Other Comprehensive (Loss) (net of tax) (31.71) - - - - (31.71)
Total Comprehensive (Loss) (13,783.29) - - - - (13,783.29)
for the year
The notes referred above are an integral part of these consolidated financial statements.
In terms of our report attached
For Dharmesh Parikh & Co. For B S R Co. & LLP For and on behalf of the Board of Directors of
Chartered Accountants Chartered Accountants ADANI GREEN ENERGY LIMITED
Firm Registration Number: Firm Registration Number:
112054W 101248W/W-100022
Anuj Jain Nirav Patel Rajesh S. Adani Sagar R. Adani Jayant Parimal
Partner Partner Director Executive Director Chief Executive Officer
Membership No. 119140 Membership No. 113327 DIN : 00006322 DIN : 07626229
169
Adani Green Energy Limited
` in Lakhs
For the Year Ended For the Year Ended
Particulars
31st March, 2019 31st March, 2018
(A) Cash flow from operating activities
(Loss) before tax: (58,465.53) (21,017.89)
Adjustment for:
Interest Income (3,782.64) (2,031.20)
Income from Mutual Fund (924.25) (329.28)
Loss / (Gain) on sale of Property, plant and equipment 25.01 (0.34)
Depreciation and Amortisation Expenses 1,06,195.97 54,298.71
Finance Costs 1,12,117.56 55,461.24
Foreign Exchange Fluctuation :Loss / (Gain) (Unrealised) 1,109.85 (350.40)
Profit on sale of investments - (19.96)
1,56,275.97 86,010.88
Working Capital Adjustments:
(Increase) / Decrease in Assets
Other Non - Current Assets (3,657.49) 621.89
Other Non - Current Financial Assets (8,986.30) -
Inventories 1,55,623.63 (1,69,175.79)
Trade Receivables 9,032.73 (51,174.57)
Other Current Assets (20,867.65) (17,248.10)
Other Financial Assets (12,172.79) (1,257.91)
Increase / (Decrease) in Liabilities
Non - Current Provisions 144.73 331.23
Trade Payables 6,263.09 8,991.95
Current Provisions 264.32 159.34
Other Current Liabilities 981.30 917.94
Other Current Financial Liabilities (1,17,011.53) 2,07,320.21
Other Non-current Financial Liabilities 3,672.54 -
13,286.58 (20,513.81)
Cash generated from operations 1,69,562.55 65,497.07
Less : Income Tax Paid (Net of Refunds) (2,902.17) (632.02)
Net cash generated from operating activities (A) 1,66,660.38 64,865.05
(B) Cash flow from investing activities
Expenditure on construction and acquisition of Property, plant and equipment, Capital (2,91,136.40) (4,42,827.98)
work in progress and Intangible assets (including capital advances)
Proceeds from sale of Property, Plant and Equipment 106.97 1,626.19
Proceeds from sale of /(Investment in) Mutual Fund (net) 1,406.70 (1,101.15)
Fixed / Margin Deposits placed (net) (2,347.97) (9,734.27)
Loans Repayment received from related parties and others (net) 17,815.96 7,671.61
Interest received 3,472.08 1,673.51
Investment made in Subsidiary / Joint Venture (150.55) (150.64)
Other Non Cash Items of Demerged Companies(Profit on Sale of Investments - 19.96
in Subsidiaries)
Net cash (used in) investing activities (B) (2,70,833.21) (4,42,822.77)
170
Annual Report 2018-19
Corporate Overview
for the year ended 31st March, 2019
` in Lakhs
For the Year Ended For the Year Ended
Particulars
31st March, 2019 31st March, 2018
(C) Cash flow from financing activities
Proceeds from issue of Equity Share Capital - 10,284.78
Statutory Reports
Proceeds from Non - Current borrowings (refer note 51) 7,97,477.60 9,63,919.71
Repayment of Non - Current borrowings (5,06,331.46) (5,64,348.18)
Proceeds from Current borrowings - Banks 27,006.32 40,000.00
Repayment of Current borrowings - Banks (62,668.31) (15,000.00)
Repayment of Current borrowings - including Related Parties (net) (25,219.95) (291.95)
Finance Costs Paid (1,25,743.57) (40,361.96)
Net cash generated from financing activities (C) 1,04,520.63 3,94,202.40
Net increase in cash and cash equivalents (A)+(B)+(C) 347.80 16,244.68
Cash and cash equivalents at the beginning of the year 25,060.16 8,815.48
Changes in fair
As at Unsecured As at
Particulars Cash Flows values (Including
1st April, 2018 Perpetual Debt 31st March,
Exchange Rate
(refer note 51) 2019
Difference)
Non - Current borrowings (Refer note 21 and 27) 8,51,282.77 (1,09,333.68) 2,91,146.14 6,932.29 10,40,027.52
Current borrowings (Refer note 25) 1,35,131.75 - (60,881.94) (27.56) 74,222.25
Changes in fair As at
As at Unsecured
Particulars Cash Flows values (Including 31st March,
1st April, 2017 Perpetual Debt
Exchange Rate 2018
(refer note 51)
Difference)
Non - Current borrowings (Refer note 21 and 27) 4,47,179.32 - 3,99,571.53 4,531.92 8,51,282.77
Current borrowings (Refer note 25) 1,10,423.70 - 24,708.05 - 1,35,131.75
3. The Cash Flow Statement has been prepared under the 'Indirect Method' set out in Ind AS 7 'Statement of Cash Flows'.
The notes referred above are an integral part of these consolidated financial statements.
In terms of our report attached
For Dharmesh Parikh & Co. For B S R Co. & LLP For and on behalf of the Board of Directors of
Chartered Accountants Chartered Accountants ADANI GREEN ENERGY LIMITED
Firm Registration Number: Firm Registration Number:
112054W 101248W/W-100022
Anuj Jain Nirav Patel Rajesh S. Adani Sagar R. Adani Jayant Parimal
Partner Partner Director Executive Director Chief Executive Officer
Membership No. 119140 Membership No. 113327 DIN : 00006322 DIN : 07626229
171
Adani Green Energy Limited
172
Annual Report 2018-19
Corporate Overview
as at and for the year ended on 31st March, 2019
or loss and OCI of equity accounted investees until the Intra-group balances and transactions, and any
date on which joint control ceases. unrealised income and expenses arising from
intra-group transactions, are eliminated. Unrealised
Profit or loss and each component of other gains arising from transactions with equity accounted
comprehensive income are attributed to the owners investees are eliminated against the investment to
Statutory Reports
of the Group and to the non-controlling interests. Total the extent of the Group’s interest in the investee.
comprehensive income of subsidiaries is attributed to Unrealised losses are eliminated in the same way as
the owners of the Company and to the non-controlling unrealised gains, but only to the extent that there is no
interests even if this results in the non-controlling evidence of impairment.
interests having a deficit balance.
The list of Companies included in consolidation,
When necessary, adjustments are made to the relationship with Adani Green Energy Limited (AGEL)
consolidated financial statements of subsidiaries to and Adani Green Energy Limited’s shareholding therein
bring their accounting policies into line with the Group's are as under. The reporting date for all the entities is
173
Adani Green Energy Limited
174
Annual Report 2018-19
Corporate Overview
as at and for the year ended on 31st March, 2019
the date the asset is ready for its intended use, are iv. Derecognition
capitalised along with respective asset. An item of property, plant and equipment is
derecognised upon disposal or when no future
Cost of an item of property, plant and equipment economic benefits are expected to arise from
comprises its purchase price, including import the continued use of the asset. Any gain or loss
Statutory Reports
duties and non-refundable purchase taxes, after arising on the disposal or retirement of an item of
deducting trade discounts and rebates, any property, plant and equipment is determined as
directly attributable cost of bringing the item to the difference between the sales proceeds and
its working condition for its intended use. The cost the carrying amount of the asset and is recognised
of a self-constructed item of property, plant and in statement of profit and loss.
equipment comprises the cost of materials and
direct labor, any other costs directly attributable b Intangible assets
to bringing the item to working condition for its
i. Recognition and measurement
intended use, and estimated costs of dismantling
175
Adani Green Energy Limited
attributable to the acquisition of financial assets Fair value changes related to such financial assets
or financial liabilities at fair value through profit including derivative contracts are recognised in
and loss are recognised immediately in statement the statement of profit and loss.
of profit and loss.
Business Model Assessment
e Financial assets The Group makes an assessment of the objectives
of the business model in which a financial
Initial recognition and measurement
asset is held because it best reflects the way
All financial assets, except investment in
business is managed and information is provided
subsidiaries and joint ventures are recognised
to management.
initially at fair value.
The assessment of business model comprises the
Subsequent measurement
stated policies and objectives of the financial assets,
For purposes of subsequent measurement,
management strategy for holding the financial
financial assets are classified based on assessment
assets, the risk that affects the performance etc.
of business model in which they are held. This
Further management also evaluates whether
assessment is done for portfolio of the financial
the contractual cash flows are solely payment of
assets. The relevant categories are as below:
principal and interest considering the contractual
terms of the instrument.
i) At amortised cost
Loans and receivables are non-derivative financial
Derecognition of financial assets
assets with fixed or determinable payments that
The Group derecognises a financial asset when
are not quoted in an active market and which
the contractual rights to the cash flows from the
are not classified as financial assets at fair value
financial asset expire, or it transfers the rights to
through profit and loss or for-sale fair value
receive the contractual cash flows in a transaction
through profit and loss. Subsequently, these are
in which substantially all of the risks and rewards
measured at amortized cost using the effective
of ownership of the financial asset are transferred
interest method less any impairment losses. These
or in which the Group neither transfers nor
include trade receivables, finance receivables,
retains substantially all of the risks and rewards
balances with banks, short-term deposits with
of ownership and does not retain control of the
banks, other financial assets and investments with
financial asset.
fixed or determinable payments. These assets
are held for the purpose of collecting contractual
On derecognition of a financial asset in its entirety,
cash flows which represent solely payment of
the difference between the asset’s carrying
principal and interest.
amount and the sum of the consideration received
and receivable and the cumulative gain or loss
ii)
At fair value through Other comprehensive
that had been recognised in other comprehensive
income (FVOCI)
income and accumulated in equity is recognised
A financial asset is measured at FVOCI if it meets
in statement of profit and loss if such gain or
both of the following conditions and is not
loss would have otherwise been recognised in
designated as FVTPL:
statement of profit and loss on disposal of that
financial asset.
• the asset is held within a business model
whose objective is achieved by both
Impairment of Financial asset
collecting contractual cash flows and selling
The Group applies the expected credit loss model
financial assets; and
for recognising impairment loss on financial assets
measured at amortised cost, trade receivables and
• the contractual terms of the financial asset give
other contractual rights to receive cash or other
rise on specified dates to cash flows that are
financial asset.
solely payments of principal and interest on the
principal amount outstanding.
Expected credit losses rate the weighted average
of credit losses with the respective risks of default
iii) At fair value through profit and loss (FVTPL)
occurring as the weights. Credit loss is the difference
Financial assets which are not measured at
between all contractual cash flows that are due to
amortised cost and are held for trading are
the Group in accordance with the contract and all
measured at FVTPL.
the cash flows that the Group expects to receive
176
Annual Report 2018-19
Corporate Overview
as at and for the year ended on 31st March, 2019
Statutory Reports
Financial liabilities at amortised cost
When making the assessment of whether there Financial liabilities that are not held-for-trading
has been a significant increase in credit risk since and are not designated as at FVTPL are measured
initial recognition, the Group uses the change in at amortised cost at the end of subsequent
the risk of a default occurring over the expected accounting periods. The carrying amounts
life of the financial instrument instead of the of financial liabilities that are subsequently
change in the amount of expected credit losses. measured at amortised cost are determined based
To make that assessment, the Group compares on the effective interest method. Interest expense
the risk of a default occurring on the financial that is not capitalised as part of costs of an asset
177
Adani Green Energy Limited
178
Annual Report 2018-19
Corporate Overview
as at and for the year ended on 31st March, 2019
adjustment to interest costs on those foreign (PPA) entered with Central and State
currency borrowings. Distribution Companies and is measured at
the value of the consideration received or
The Group has elected to continue the policy receivable, net of discounts if any.
adopted for accounting for exchange differences
Statutory Reports
arising from translation of long-term foreign ii) Interest income is recognised on Effective
currency monetary items outstanding and Interest Rate (EIR) basis taking into account
recognised in the financial statements for the the amount outstanding and the applicable
period ending immediately before the beginning interest rate. Dividend income is accounted
of the first Ind AS financial reporting period as per for when the right to receive income
the previous GAAP. is established.
179
Adani Green Energy Limited
All other borrowing costs are recognised in independent actuarial valuation. The
statement of profit and loss in the period in which actuarial valuation is done as per the
they are incurred. projected unit credit method.
180
Annual Report 2018-19
Corporate Overview
as at and for the year ended on 31st March, 2019
the statement of other comprehensive income or assets, other than inventories and deferred
directly in equity as relevant. tax assets to determine whether there is any
indication that those assets have suffered an
n Earnings per share impairment loss. If any such indication exists, the
recoverable amount of the asset is estimated in
Basic earnings per share is computed by dividing
Statutory Reports
order to determine the extent of the impairment
the profit / (loss) after tax by the weighted average
loss (if any). When it is not possible to estimate
number of equity shares outstanding during the
the recoverable amount of an individual asset,
year. Diluted earnings per share is computed by
the Group estimates the recoverable amount
dividing the profit / (loss) after tax as adjusted for
of the cash-generating unit (CGU) to which the
the effects of dividend, interest and other charges
asset belongs. Each CGU represents the smallest
relating to the dilutive potential equity shares by
group of assets that generates cash inflows that
weighted average number of shares plus dilutive
are largely independent of the cash inflows of
potential equity shares.
other assets or CGUs. When a reasonable and
181
Adani Green Energy Limited
loss is recognised immediately in statement of in hand and short-term deposits with an original
profit and loss. maturity of three months or less, which are subject
to an insignificant risk of changes in value.
Goodwill represents the excess of the consideration
paid to acquire a business over underlying fair Cash and cash equivalents for the purpose of
value of the identified assets acquired. Goodwill Statement of Cash Flow comprise cash and
is carried at cost less accumulated impairment cheques in hand, bank balances, demand deposits
losses, if any. Goodwill is deemed to have an with banks where the original maturity is three
indefinite useful life and is tested for impairment months or less.
annually or when events or circumstances indicate
that the implied fair value of goodwill is less than s Government Grant
its carrying amount.
Government grants are not recognised until there
is reasonable assurance that the Group will comply
For the purposes of impairment testing, goodwill is
with the conditions attaching to them and that
allocated to each of the Company’s cash-generating
the grants will be received.
units (CGUs) that is expected to benefit from the
synergies of the combination. Where goodwill
Government grants are recognised in profit and loss
has been allocated to a cash-generating unit and
on a systematic basis over the periods in which the
part of the operation within that unit is disposed
Group recognises as expenses the related costs
of, the goodwill associated with the disposed
for which the grants are intended to compensate.
operation is included in the carrying amount
Specifically, Government grants whose primary
of the operation when determining the gain
condition is that the Group should purchase,
or loss on disposal. Goodwill disposed in these
construct or otherwise acquire non-current
circumstances is measured based on the relative
assets are recognised as deferred revenue in the
values of the disposed operation and the portion
consolidated balance sheet and transferred to
of the cash-generating unit retained.
profit and loss on a systematic and rational basis
over the useful lives of the related assets.
q Leases
i. Assets held under lease Government grants that are receivable as
Leases of property, plant and equipment that compensation for expenses or losses already
transfer to the Group substantially all the risks incurred or for the purpose of giving immediate
and rewards of ownership are classified as finance financial support to the Group with no future
leases. The leased assets are measured initially at related costs are recognised in profit and loss in
an amount equal to the lower of their fair value and the period in which they become receivable.
the present value of the minimum lease payments.
Subsequent to initial recognition, the assets are The benefit of a government loan at a below-market
accounted for in accordance with the accounting rate of interest is treated as a government grant,
policy applicable to similar owned assets. measured as the difference between proceeds
received and the fair value of the loan based on
Assets held under leases that do not transfer to prevailing market interest rates.
the Group substantially all the risks and rewards
of ownership (i.e. operating leases) are not 3 Use of estimates and judgements
recognized in the Group’s Balance Sheet.
The preparation of the Group’s financial statements
requires management to make judgements, estimates
ii. Lease payments
and assumptions that affect the reported amounts
Payments made under operating leases are
of revenues, expenses, assets and liabilities, and
generally recognised in profit and loss on a
the accompanying disclosures including contingent
straight-line basis over the term of the lease unless
liabilities. Uncertainty about these assumptions and
such payments are structured to increase in line
estimates could result in outcomes that require a
with expected general inflation to compensate for
material adjustment to the carrying amount of assets
the lessor’s expected inflationary cost increases.
or liabilities affected in future periods.
r Cash and Cash Equivalents
Estimates and underlying assumptions are reviewed on
Cash and cash equivalents in the balance sheet an ongoing basis. Revisions to accounting estimates
comprise cash at banks and on hand, cheques are recognised prospectively.
182
Annual Report 2018-19
Corporate Overview
as at and for the year ended on 31st March, 2019
Key Sources of Estimation uncertainty: iii) Defined benefit plans (gratuity benefits)
The key assumptions concerning the future and other The cost of the defined benefit gratuity plan and
key sources of estimation uncertainty at the reporting the present value of the gratuity obligation are
date, that have a significant risk of causing a material determined using actuarial valuations. An actuarial
Statutory Reports
adjustment to the carrying amounts of assets and valuation involves making various assumptions
liabilities within the next financial year, are described that may differ from actual developments in
below. Existing circumstances and assumptions about the future. These include the determination of
future developments may change due to market the discount rate, future salary increases and
changes or circumstances arising that are beyond the mortality rates. Due to the complexities involved
control of the Group. Such changes are reflected in the in the valuation and its long-term nature, a defined
assumptions when they occur. benefit obligation is highly sensitive to changes in
these assumptions. All assumptions are reviewed
i)
Useful lives, residual value and depreciation at each reporting date.
method of property, plant and equipment
183
Adani Green Energy Limited
` in Lakhs
Tangible Assets
Description of Assets Furnitures
Land - Land - Building- Plant and Office Computer
and Vehicles Total
Freehold Leasehold Office Machinery Equipment Hardware
Fixtures
I. Cost
Balance as at 1st April, 2017 12,932.33 - 11,154.00 4,98,508.22 93.70 272.15 181.50 75.25 5,23,217.15
Additions 5,696.80 4,026.51 8,689.31 4,58,916.72 15.19 151.24 169.34 108.42 4,77,773.53
Disposals (153.24) - (14.19) (1,590.22) - - (1.42) (16.12) (1,775.19)
Balance as at 31st March, 2018 18,475.89 4,026.51 19,829.12 9,55,834.72 108.89 423.39 349.42 167.55 9,99,215.49
Additions 6,638.75 - 8,866.28 2,17,154.65 110.37 230.59 144.44 53.87 2,33,198.95
Disposals - - (62.60) (95.77) (22.50) (8.11) - - (188.98)
Balance as at 31st March, 2019 25,114.64 4,026.51 28,632.80 11,72,893.60 196.76 645.87 493.86 221.42 12,32,225.46
II. Accumulated depreciation
Balance as at 1st April, 2017 - - 1,436.28 31,319.83 22.04 96.92 70.41 23.93 32,969.41
Depreciation for the year - - 2,338.00 51,866.06 20.04 117.13 106.36 24.71 54,472.30
Disposals - - (9.21) (131.38) - - (0.39) (8.36) (149.34)
Balance as at 31st March, 2018 - - 3,765.07 83,054.51 42.08 214.05 176.38 40.28 87,292.37
Depreciation for the year - - 5,107.12 1,01,100.58 31.26 158.12 125.41 49.50 1,06,571.99
Disposals - - (33.26) (13.81) (5.92) (4.01) - - (57.00)
Balance as at 31st March, 2019 - - 8,838.93 1,84,141.28 67.42 368.16 301.79 89.78 1,93,807.36
184
Annual Report 2018-19
Corporate Overview
as at and for the year ended on 31st March, 2019
Statutory Reports
Capital Work-In-Progress (Pertaining to Plant and Equipment) 74,286.67 1,72,485.97
74,286.67 1,72,485.97
` in Lakhs
Computer
Description of Assets Total
software
I. Cost
Balance as at 1st April, 2017 186.16 186.16
Additions 87.94 87.94
Disposals - -
Balance as at 31st March, 2018 274.10 274.10
Additions 122.25 122.25
Disposals - -
Balance as at 31st March, 2019 396.35 396.35
II. Accumulated Amortisation
Balance as at 1st April, 2017 112.52 112.52
Amortisation expense for the year 83.26 83.26
Disposals - -
Balance as at 31st March, 2018 195.78 195.78
Amortisation expense for the year 81.70 81.70
Disposals - -
Balance as at 31st March, 2019 277.48 277.48
Notes:
(i) Depreciation ` 457.72 lakhs (As at 31st March 2018 :- ` 256.85 lakhs) relating to the project assets has been allocated to capital work in progress.
185
Adani Green Energy Limited
Notes:
i) During the year, the Company has acquired balance 51% equity shares of Kodangal Solar Parks Private Limited (KSPPL) and
accordingly KSPPL has become a wholly owned subsidiary of the Company. The total purchase consideration of ` 293.76 lakhs
has been paid in cash (including the amount aggregating to ` 150.64 lakhs paid in earlier years). The Company has accounted
for the transaction under Ind AS 103, "Business Combinations", and has allocated the aggregate purchase consideration to
identifiable assets acquired and liabilities assumed based on purchase price allocation. The aggregate amount of Goodwill
recognized in the consolidated financial statements on account of the said transaction is ` 297.76 lakhs. Since, KSPPL was
a joint venture earlier, the share of loss from the joint operations and the investment in equity earlier recognized in the
consolidated financial statements has been derecognized and KSPPL has been accounted for as a wholly owned subsidiary in
the consolidated financial statements for 31st March, 2019. The previous year’s figures to that extent are not comparable.
Note:
Loans are receivable after one year from the date of agreement and carry Nil interest rate.
` in Lakhs
As at As at
31st March, 2019 31st March, 2018
Fixed Deposits with Original Maturity more than 12 months 0.64 2.56
Balances held as Margin Money or security against borrowings (refer note (i) below) 34,097.44 21,849.82
Security Deposits 7,959.24 299.00
Derivative Assets 1,592.05 264.06
Share application money pending allotment (refer note 47) - 18,726.65
Total 43,649.37 41,142.09
Note:
i) Fixed deposits / Margin money is pledged / lien against letter of credit and other credit facilities.
186
Annual Report 2018-19
Corporate Overview
as at and for the year ended on 31st March, 2019
Statutory Reports
Deferred Tax Liabilities
Difference between book base and tax base of property, plant and equipment 25.36 2,527.86
Gross Deferred Tax Liabilities (a) 25.36 2,527.86
Deferred Tax Assets
Provision for Employee benefits 378.72 237.21
Tax Losses 1,708.61 4,936.06
Unabsorbed depreciation 20,193.80 14,859.28
Difference between book base and tax base of property, plant and 15,334.31 7,064.63
equipment
(a) Movement in deferred tax assets (net) for the Financial Year 2018-19
` in Lakhs
Opening Balance Recognised Recognised Closing balance
Particulars
as at in profit and Loss in OCI as at
1st April, 2018 31st March, 2019
Tax effect of items constituting deferred tax liabilities:
Difference between book base and tax base of property, 2,527.86 (2,502.50) - 25.36
plant and equipment
Total 2,527.86 (2,502.50) - 25.36
Tax effect of items constituting deferred tax assets :
Employee Benefits 237.21 143.78 (2.27) 378.72
Tax losses 4,936.06 (3,227.45) - 1,708.61
Unabsorbed depreciation 14,859.28 5,334.52 - 20,193.80
Difference between book base and tax base of property, 7,064.63 7,161.13 1,108.55 15,334.31
plant and equipment
Total 27,097.18 9,411.98 1,106.28 37,615.44
Net Deferred Tax Asset 24,569.32 11,914.48 1,106.28 37,590.08
(b) Movement in deferred tax assets (net) for the Financial Year 2017-18
` in Lakhs
Opening Balance Recognised Recognised Closing balance
Particulars
as at in profit in OCI as at
1st April, 2017 and Loss 31st March, 2018
Tax effect of items constituting deferred tax liabilities:
Difference between book base and tax base of property, 3,061.57 (533.71) - 2,527.86
plant and equipment
Total 3,061.57 (533.71) - 2,527.86
Tax effect of items constituting deferred tax assets :
Employee Benefits 59.49 177.72 - 237.21
Tax losses 8,194.08 (3,258.02) - 4,936.06
Unabsorbed depreciation 11,965.47 2,893.81 - 14,859.28
Difference between book base and tax base of property, - 7,064.63 - 7,064.63
plant and equipment
Total 20,219.04 6,878.14 - 27,097.18
Net Deferred Tax Asset 17,157.47 7,411.85 - 24,569.32
187
Adani Green Energy Limited
The Group has entered into long term power purchase agreement with State and Central Distribution Companies for period
of 25 years, pursuant to this management is reasonably certain that the unabsorbed depreciation and unused tax losses (to
the extent on which Deferred Tax asset has been recognized) will be utilized. Unabsorbed depreciation can be utilised at
any time without any restriction or time-frame.
Out of which unused tax credit will expire as per below table
Out of which unused tax losses will expire as per below table
No deferred tax asset has been recognised on the above unutilised tax losses and tax credits as there is no evidence that
sufficient taxable profit will be available in the future against which they can be utilised by the Group.
188
Annual Report 2018-19
Corporate Overview
as at and for the year ended on 31st March, 2019
Statutory Reports
As at As at
31st March, 2019 31st March, 2018
Capital advances 49,501.80 40,740.24
Advance for supply of goods and services 1.75 -
Staff Relocation advance 2.80 5.15
Balances with government authorities 5,245.19 0.45
Prepaid expenses 338.58 882.94
Security deposit - 1,042.29
Total 55,090.12 42,671.07
10 Inventories
(At lower of Cost or Net Realisable Value)
` in Lakhs
As at As at
31st March, 2019 31st March, 2018
Traded Goods 11,493.66 1,67,774.60
Stores and spares 2,094.38 1,453.96
Total 13,588.04 1,69,228.56
Note:
(i) For charges created, refer note 21 and 25.
11 Current Investments
(Measured at FVTPL)
` in Lakhs
As at As at
31st March, 2019 31st March, 2018
Investment in Mutual Funds (Unquoted and lly paid)
Nil units (as at 31st March 2018, 45,102.80 units) in Reliance Liquid Fund - Cash Plan - Direct - 1,842.32
Growth Plan of ` 1000 each
Nil units (As at 31st March, 2018 536.323 units) of Religare Invesco Liquid Fund-Direct Plan- - 12.83
Growth face value ` 1000 each
50,585.86 units (As at 31st March, 2018 3,855.262 units) of SBI Premier Liquid Fund-Direct 1,481.44 105.04
Plan-Growth face value ` 1000 each
Nil units (As at 31st March 2018 7,564.755 units) units of L&T Liquid Fund- Direct Plan-Growth - 180.26
face value ` 1000 each
5.621 units (As at 31st March 2018 5.621 units) units of LIC Nomura Liquid Fund- Direct Growth 0.19 0.18
face value ` 1000 each
1,13,034.334 units (As at 31st March 2018 1,13,034.334 units) units of ` 1000 of IDFC Cash 2,561.95 2,385.40
Fund- Growth Direct Plan)
Total 4,043.58 4,526.03
Aggregate value of unquoted investments 4,043.58 4,526.03
Fair value of unquoted investments 4,043.58 4,526.03
189
Adani Green Energy Limited
12 Trade Receivables
` in Lakhs
As at As at
31st March, 2019 31st March, 2018
Unsecured, considered good (refer note 50) 75,789.22 84,821.95
Total 75,789.22 84,821.95
Notes:
(i) For charges created refer note 21 and 25.
(ii) For balances with related parties, refer note 46
Notes:
(i) For charges created refer note 21 and 25.
(ii) Margin Money is pledged / lien against letter of credit and other credit facilities.
15 Current Loans
(Unsecured, considered good)
` in Lakhs
As at As at
31st March, 2019 31st March, 2018
Loans and advances to related parties (refer note 46 and note (i) below) 8,906.50 11,692.42
Loans to others 473.09 18,916.90
Loans to employees 28.92 28.15
Total 9,408.51 30,637.47
Note:
(i) Loans to related parties are receivable within one year from the date of agreement and carry an interest rate ranging
from 10.00 % p.a. to 12.00 % p.a.
190
Annual Report 2018-19
Corporate Overview
as at and for the year ended on 31st March, 2019
Statutory Reports
31st March, 2019 31st March, 2018
Interest accrued but not due* 1,087.74 777.18
Contract Assets - Unbilled Revenue (refer note 50) 20,386.50 12,717.43
Security deposit 2,646.93 1,925.45
Derivative assets 326.20 2,305.27
Other non trade receivables 3,936.25 132.22
Balance With Government Authorities - 21.78
Total 28,383.62 17,879.33
Note:
Note:
(i) D
emerger reserve as at 31st March, 2018 represents, difference between equity shares cancelled and allotted to the
shareholders of Adani Enterprise Limited (AEL) in swap ratio of 761 equity shares of the Company for every 1,000 equity
shares held by shareholders of AEL (refer note 47).
191
Adani Green Energy Limited
a. Reconciliation of the shares outstanding at the beginning and at the end of the reporting year
Equity Shares
The Company has only one class of equity shares having par value of ` 10 per share. Each holder of equity shares
is entitled to one vote per share. In the event of liquidation of the Company the holders of the equity shares will be
entitled to receive remaining assets of the Company, after distribution of all preferential amounts. The distribution
will be in proportion to the number of equity shares held by the share holders. The dividend proposed by the Board of
Directors if any, is subject to the approval of shareholders in the ensuring Annual General Meeting, except in case of
interim dividend.
192
Annual Report 2018-19
Corporate Overview
as at and for the year ended on 31st March, 2019
19 Other Equity
` in Lakhs
As at As at
Statutory Reports
31st March, 2019 31st March, 2018
Retained earnings
Opening Balance (22,777.86) (8,994.57)
(Less) : (Loss) for the year (47,395.78) (13,751.58)
(Less) / Add : Other Comprehensive Income / (loss) arising from remeasurement of defined 5.50 (31.71)
benefit plans, net of tax
Total Retained Earnings attributable to owners of the Group (70,168.14) (22,777.86)
Foreign Currency Translation Reserve (26.91) -
Cash Flow Hedge reserve (2,722.59) -
Note:
(i) R
etained earnings represents the amount that can be distributed by the Group as dividends considering the requirements
of the Companies' Act, 2013.
(ii) T
he cash flow hedging reserve represents the cumulative effective portion of gains or losses arising on changes in fair
value of designated portion of hedging instruments entered into for cash flow hedges. The cumulative gain or loss arising
on changes in fair value of the designated portion of the hedging instruments that are recognised and accumulated
under the heading of cash flow hedging reserve will be reclassified to profit or loss only when the hedged transaction
affects the profit or loss.
(iii) Foreign currency translation represents exchange difference on account of conversion of a foreign entity's functional
currency financial statements in the reporting currency.
193
Adani Green Energy Limited
Notes:
(a) Security details and Repayment schedule for the balances as at 31st March, 2019
In case of the Company, Rupee term loans from Banks aggregating to ` 3,847.98 lakhs (as at 31st March, 2018 ` 4,273.00 lakhs)
are secured /to be secured by first charge on all immovable assets and movable assets including current assets of the company.
The same carries an interest rate in range of 9% p.a. to 11% p.a. Rupee term loan from Bank are payable in 68 structured
quarterly instalments starting from Financial Year 2017-18.
In case of the Company, Rupee term loans from Banks aggregating to ` 1,75,000 lakhs (as at 31st March 2018 ` 1,50,000
lakhs) are secured/ to be secured by first charge on Loan and Advances, Investment and Current Assets of the company. The
same carries an interest rate in range of 9% p.a. to 11% p.a. Rupee term loan from Bank are payable in 14 structured quarterly
instalments starting from Financial Year 2019-20.
In case of Adani Green Energy (Tamilnadu) Limited, Rupee term loans of ` 60,468.77 lakhs (as at 31st March, 2018 ` 3,030.05
lakhs) and ` 23,397.08 lakhs (as at 31st March, 2018 ` 4,008.80 lakhs) from Bank and Financial Institutions respectively and
Trade credits from Banks aggregating to ` Nil (as at 31st March, 2018 ` 87,764.87 lakhs) are secured by first charge on all
present and future immovable assets, movable assets and current assets of the Company on paripassu basis. Further, the
facilities are secured by pledge of 51% Equity shares held by ultimate holding company on paripassu basis. Rupee term loan
from Banks and Financial Institutions are payable in 76 structured quarterly installments starting from FY 2017-2018. Trade
Credit facilities will be contractually converted in Rupee Term Loan on due dates. The same carry an interest rate in range of
1.9% p.a. to 3.6% p.a. on Trade credits and 9.50% p.a. to 11% p.a. on Rupee term loans.
In case of Adani Green Energy (MP) Limited, Trade credits from Banks aggregating to ` 17,170.85 lakhs (as at 31st March, 2018
Nil) is further secured /or to be secured by first charge on project assets of the Company and carry an interest rate in range of
8.00% to 10.00% p.a.
In case of Adani Green Energy (MP) Limited, Rupee term loans from Financial Institution of ` 14,257.00 lakhs (as at 31st March,
2018 Nil) are secured by first charge by way of mortgage, all present and future immovable assets, movable assets and current
assets of the Company on paripassu basis. Rupee term loan from Financial Institutions are payable in 70 to 72 structured
quarterly instalments starting from 2021-2022.
In case of Kamuthi Solar Power Limited, Rupee term loans from Financial Institution of ` 10,204.33 lakhs (as at 31st March, 2018
Nil) and Trade Credit Facility from Bank aggregating to Nil (as at 31st March 2018 ` 75,198.04 lakhs) are secured by first charge
by way of mortgage, all present and future immovable assets, movable assets and current assets of the company on paripassu
basis. Further the facilities are secured by 51% pledge of Equity shares held by immediate holding company on paripassu basis.
Rupee term loan from Financial Institutions are payable in 215 structured Monthly instalments starting from 2019-2020. Trade
Credit facilities will be contractually converted in Rupee Term Loan on due dates. Borrowings carry an interest rate in a range
of 9.50% p.a. to 11.00% p.a. on Rupee term loan and 1.9%p.a to 3.6%p.a for trade credit in foreign currency.
In case of Ramnad Solar Power Limited, Rupee term loans of ` 31,134.13 lakhs (as at 31st March, 2018 ` 6,822.80 lakhs) from
Banks and Trade credits from Banks aggregating to ` Nil (as at 31st March, 2018 ` 25,519.30 lakhs) are secured by first charge
on all present and future immovable assets, movable assets and current assets of the Company on paripassu basis. Further,
the facilities are secured by pledge of 51% Equity Shares held by Immediate Holding Company on paripassu basis. Rupee term
loan from Banks are payable in 76 structured quarterly instalments starting from 2017-2018. Trade Credit facilities will be
contractually converted in Rupee Term Loan on due dates. Borrowings carry an interest rate in a range of 9.50% p.a. to 11.5%
p.a. on Rupee term loan and 1.9%p.a to 3.3%p.a for trade credit in foreign currency.
In case of Kamuthi Renewable Energy Limited, Trade credits from Banks aggregating to ` Nil (as at 31st March, 2018 ` 27,572.23
lakhs) and Rupee term loans of ` 29,868.33 lakhs (as at 31st March, 2018 ` 4,409.52 lakhs) from Bank are secured by first
charge on all present and future immovable assets, movable assets and current assets of the company on paripassu basis.
Further, the facilities are secured by pledge of 51% Equity shares held by immediate holding company on paripassu basis.
Rupee term loan from Banks are payable in 76 structured quarterly instalments starting from 2017-2018. Trade Credit facilities
will be contractually converted in Rupee Term Loan on due dates. Borrowings carry an interest rate in a range of 9.50% p.a. to
12.00% p.a. on Rupee term loan and 1.9%p.a to 3.6%p.a for trade credit in foreign currency.
In case of Ramnad Renewable Energy Limited, Rupee Term Loan from Banks aggregating to ` 20,987.72 lakhs (as at 31st March,
2018 Nil) and Trade Credit facilities from Banks aggregating to Nil (as at 31st March, 2018 ` 24,227.02 lakhs) are secured by
first charge on all present and future immovable assets, movable assets and current assets of the Company on paripassu basis.
Further, the facilities are secured by pledge of Equity shares held by immediate holding Company on paripassu basis. Rupee
Term loan from Bank are payable in 76 structure quarterly instalments starting from 2018-19.Trade Credit facilities will be
contractually converted in Rupee Term Loan on due dates. Borrowings carry an interest rate in a range of 9.50% p.a. to 11.00%
p.a. on Rupee term loan and 1.9%p.a to 3.6%p.a for trade credit in foreign currency.
In case of Adani Green Energy (UP) Limited, Trade credits from Banks aggregating to ` 24,342.40 lakhs (as at 31st March,
2018 ` 30,074.93 lakhs) and Rupee term loans of ` 52,895.80 lakhs (as at 31st March, 2018 ` 13,599.29 lakhs) from Financial
Institutions are secured /to be secured by first charge/ Pari-Passu charge on all present and future immovable and movable
assets of the Adani Green Energy (UP) Limited including Current Assets and carry an interest rate in range of 3.12% p.a.to 3.59%
p.a. on Trade credits foreign currency and 8.6% to 8.75% for Rupee trade finance and 10.78% p.a. to 11% p.a on Rupee term
loans. Borrowings from Bank and Financial Institution are payable in 74 structured quarterly instalments starting from 2017-18.
Further, the facilities are secured by pledge of 51% of equity shares held by the Adani Green Energy Limited.
194
Annual Report 2018-19
Corporate Overview
as at and for the year ended on 31st March, 2019
In case of Adani Green Energy (UP) Limited, Foreign Currency Loan from Financial aggregating to ` 4,320.60 lakhs (as at 31st
March, 2018 Nil) from Financial Institutions are secured /to be secured by first Pari-Passu charge on all immovable properties
of the project together with all appurtenance thereon and thereunder both present and future also movable of the Project but
limited to Cash Flow, receivable and movable machinery of Adani Green Energy (UP) Limited carry an interest rate in range of
4.00% p.a. to 5.00% p.a. Foreign Currency loans from Financial Institution are payable in 74 structured quarterly instalments
starting from 2018-19. Further, the facilities are secured by pledge of 51% of equity shares held by the Adani Green Energy
Statutory Reports
Limited.
In case of Prayatna Developers Private Limited, Rupee term loans from Banks aggregating to ` 25,138.17 lakhs (as at 31st March,
2018 ` 16,619.24 lakhs) and Rupee term loans from Financial Institutions aggregating to ` 30,265.75 lakhs (as at 31st March,
2018 Nil) and Trade Credit facilities aggregating to ` 37,111.47 lakhs (As at 31st March, 2018 ` 22,391.85 lakhs) are secured /to
be secured by first charge on all present and future immovable assets, movable assets and current assets of the company on
paripassu basis. Further, the facilities are secured by pledge of 51% of equity shares and compulsory convertible debentures
held by the Adani Green Energy Limited (31st March, 2018: by Adani Enterprise Limited) on paripassu basis. Rupee term
loan from Banks are payable in 63 to 76 structured quarterly instalments started from 2017-18. Trade Credit facilities will be
contractually converted in Rupee Term Loan on due dates. Borrowings carry an interest rate in range of 10.00% p.a. to 11.00%
p.a. for Rupee Term Loan, 1.90% p.a. to 3.70% p.a. for trade credit in Foreign Currency and 7.50% to 8.50% for trade credit in
195
Adani Green Energy Limited
25 Current Borrowings
` in Lakhs
As at As at
31st March, 2019 31st March, 2018
Secured Borrowings (refer note (a) below)
Trade Credit
Cash Credit From Banks 8,131.14 2,612.20
Trade Credit From Banks 56,473.12 39,104.36
Term Loan
From Banks - 25,000.00
Unsecured Borrowings
Other Loans and Advances
From Related Parties (refer note (b) below and note 46) 9,617.99 63,456.77
From Others - 4,958.42
Total 74,222.25 1,35,131.75
Notes:
(a) Security details and Repayment schedule for the balances as at 31st March, 2019
In case of the Company, Trade credits from Banks aggregating to ` 54,113.12 lakhs (as at 31st March 2018 ` 36,744.36 lakhs)
are secured or to be secured by exclusive charge on underlying equipments and subservient charge on all current assets and
movable fixed assets, both present and future of the borrower. The same carries an interest rate in range of 8.00% p.a. to
10.30% p.a. for domestic currency and 3.50%p.a to 3.70%p.a for Foreign Currency.
In case of the Company, Rupee term loans from Banks aggregating to Nil (as at 31st March 2018 ` 25,000 lakhs) are secured /to
be secured by first Pari-Passu charge on all Movable and current assets (both present and future) of 12MW wind power project
in MP and second pari-passu charge on all the current assets and movable Fixed assets (both present and future) excluding
any project specific assets on books of the borrower and investments by way of Equity Share Capital/ CCD in SPV's). Facility is
further secured by pledge of shares of holding company and entities under common control. The loan has bullet repayment in
the FY 2018-19. The same carries an interest rate in range of 9.00% p.a. to 11.00% p.a.
196
Annual Report 2018-19
Corporate Overview
as at and for the year ended on 31st March, 2019
In case of Adani Green Energy (Tamilnadu) Limited, Cash credits from Banks aggregating to ` 2,738.82 lakhs (as at 31st March,
2018 ` 33.06 lakhs) are secured by first charge on all present and future immovable assets, movable assets and current assets
of the company on paripassu basis. Further the facilities are secured by pledge of 51% Equity shares held by ultimate holding
company on paripassu basis. The same carry an interest rate in range of 10% p.a. to 12% p.a.
In case of Adani Green Energy (MP) Limited, Trade credits from Banks aggregating to ` 2,360.00 lakhs (as at 31st March 2018
Statutory Reports
` 2,360.00 lakhs) is further secured /or to be secured by first charge on project assets of the company and carry an interest
rate in range of 8% - 10% p.a.
In case of Kamuthi Solar Power Limited, Cash credits from Banks aggregating to ` 2,908.58 lakhs (as at 31st March, 2018 `
1,077.06 Lakhs) are secured by first charge on all present and future immovable assets, movable assets and current assets of
the company on paripassu basis. Further the facilities are secured by pledge of 51% Equity shares held by immediate holding
company on paripassu basis. The same carry an interest rate in range of 10% p.a. to 12% p.a.
In case of Ramnad Solar Power Limited, Cash credits from Banks aggregating to ` 899.33 lakhs (as at 31st March, 2018 `
23.92 lakhs) are secured by first charge on all present and future immovable assets, movable assets and current assets of
the Company on paripassu basis. Further, the facilities are secured by pledge of 51% Equity shares held by immediate holding
company on paripassu basis. The same carry an interest rate in range of 10% p.a. to 12% p.a.
26 Trade Payables
` in Lakhs
As at As at
31st March, 2019 31st March, 2018
Trade Payables
i. Total outstanding dues of micro enterprises and small enterprises (also refer note 49) 63.21 -
ii. Total outstanding dues of creditors other than micro enterprises and small enterprises 16,061.34 9,834.86
Total 16,124.55 9,834.86
Note:
(i) For balances with related parties, refer note 46
Note:
(i) For related party balances, Refer note 46
* Capital creditors represents the amounts payable for purchase of Property, Plant and Equipment and Capital-Work-In-Progress.
197
Adani Green Energy Limited
29 Current Provisions
` in Lakhs
As at As at
31st March, 2019 31st March, 2018
Provision for Gratuity (refer note 44) 115.55 82.92
Provision for Compensated Absences (refer note 44) 376.85 181.01
Provision for Income Tax 35.85 63.24
Total 528.25 327.17
31 Other Income
` in Lakhs
For the year ended For the year ended
31st March, 2019 31st March, 2018
Interest Income (refer note (i) below) 3,782.64 2,031.20
Net gain on sale/fair valuation of investments through profit and loss (refer note (ii) below) 924.25 329.28
Profit on Sale / Retirement of Assets (net) 1.07 0.34
Sale of Scrap 93.22 116.50
Net Gain on foreign currency fluctuation and Derivatives Contracts - 1,213.38
Profit on sale of investments - 19.96
Service Income 1,905.64 -
Miscellaneous Income 594.67 1,402.08
Total 7,301.49 5,112.74
Notes:
(i) Interest income includes ` 877.86 lakhs (As at 31st March 2018 ` 174.36 lakhs) from intercorporate deposits and
` 2,699.74 lakhs (As at 31st March 2018 ` 1,525.29 lakhs) from Bank deposits.
(ii) Includes fair value (loss) / gain as at 31st March 2019 amounting to Nil (as at 31st March, 2018 ` 87.95 lakhs).
198
Annual Report 2018-19
Corporate Overview
as at and for the year ended on 31st March, 2019
Statutory Reports
Salaries, Wages and Bonus 4,936.41 3,953.54
Contribution to Provident and Other Funds (refer note 44) 595.95 293.88
Staff Welfare Expenses 432.59 117.96
Total 5,964.95 4,365.38
33 Finance costs
34 Other Expenses
` in Lakhs
For the year ended For the year ended
31st March, 2019 31st March, 2018
Transmission Expenses 19.06 18.98
Stores and Spares - 261.50
Repairs and Maintenance
Plant and Equipment 3,712.46 475.04
Others 53.78 85.06
Rent 1,652.55 541.85
Rates and Taxes 43.33 145.33
Legal and Professional Expenses 3,055.80 2,336.86
Director's Sitting Fees 4.25 5.70
Payment to Auditors
Statutory Audit Fees 84.89 45.03
Tax Audit Fees 9.26 1.45
Others 36.98 2.41
Communication Expenses 405.14 67.47
Travelling and Conveyance Expenses 1,751.93 657.81
Insurance Expenses 375.37 188.10
Office Expenses 310.39 160.62
Electricity Expenses 231.63 160.34
Contractual Manpower Expenses 2,515.34 1,648.20
Loss on sale of Property, Plant and Equipment 26.08 961.56
Foreign Exchange Fluctuation and derivative loss from Non Financing Activities 18,435.50 -
Miscellaneous Expenses 1,549.52 1,108.41
Total 34,273.26 8,871.72
199
Adani Green Energy Limited
35 The major components of income tax expense for the year ended 31st March, 2019 and 31st
March, 2018 are:
Income Tax Expense :
` in Lakhs
For the year ended For the year ended
31st March, 2019 31st March, 2018
Current Tax:
Current Income Tax Charge 599.53 135.12
Adjustment of tax relating to earlier periods (1.36) 7.04
Total (a) 598.17 142.16
Deferred Tax
In respect of current year origination and reversal of temporary differences (11,914.48) (7,411.85)
Total (b) (11,914.48) (7,411.85)
Total (a)+(b) (11,316.31) (7,269.69)
` in Lakhs
For the year ended For the year ended
31st March, 2019 31st March, 2018
(Loss) before tax as per Statement of Profit and Loss (58,465.53) (21,017.89)
Income tax using the company's domestic tax rate @ 29.12% (As at 31st (17,025.16) (6,061.56)
March 2018 28.84%)
Tax Effect of :
Tax incentive (net off reversal) (602.38) (3,754.74)
Change in estimate relating to prior years 2,666.77 (136.53)
Change in Tax Rate 56.26 1,820.18
Current year losses on which deferred tax asset is not recognised 1,408.72 1,987.77
Minimum Alternate Tax credit not recognised 569.60 135.12
Non Deductible Expenses 1,455.47 -
Recognition of previously unrecognised tax losses - (1,210.84)
Tax adjustment of earlier years (1.42) 7.04
Others 155.84 (56.13)
Income tax recognised in profit and loss at effective rate (11,316.31) (7,269.69)
200
Annual Report 2018-19
Corporate Overview
as at and for the year ended on 31st March, 2019
The Honourable Supreme Court of India vide its order dated 28th February, 2019 held that ‘Basic Wages’ for the contribution
towards Provident Fund (PF) should only exclude [in addition to specific exclusions under Section 2(b) (ii) of the Employees
Provident Fund Act, 1952]:
a) amounts that are payable to the employee for undertaking work beyond the normal work which he/she is otherwise re-
Statutory Reports
quired to put in and
b) allowances which are either variable or linked to any incentive for production resulting in greater output by an employee
and that the allowances are not paid across the board to all employees in a particular category or were being paid especially
to those who avail the opportunity.
With reference to the above mentioned judgment, the Group’s Management is of the view that there is considerable un-
certainty around the timing, manner and extent in which the judgment will be interpreted and applied by the regulatory
authorities. Management is of the view that any incremental outflow in this regard can only be determined once the position
Accordingly, no provision has been currently recognized in these Consolidated Financial Statements in this regard.
(ii) Commitments :
` in Lakhs
As at As at
31st March, 2019 31st March, 2018
Capital Commitment (estimated amount of contracts remaining to be executed on capital 3,30,050.59 58,981.58
account and not provided for)
Total 3,30,050.59 58,981.58
` in Lakhs
For the year ended For the year ended
Particulars
31st March, 2019 31st March, 2018
For a period not later than one year 1,731.11 377.61
For a period later than one year and not later than five years 7,931.53 2,413.66
For a period later than five years 69,370.28 20,713.17
The Group’s risk management activities are subject to the management direction and control under the framework of
Risk Management Policy as approved by the Board of Directors of the Group. The Management ensures appropriate risk
governance framework for the Group through appropriate policies and procedures and these risks are identified, measured
and managed in accordance with the Group’s policies and risk.
The Group’s financial liabilities comprise mainly of borrowings, trade and other payables. The Group’s financial assets comprise
mainly of investments, cash and cash equivalents, other balances with banks, loans, trade receivables and other receivables.
The Group has exposure to the following risks arising from financial instruments:
- Market risk
- Credit risk ;
201
Adani Green Energy Limited
- Liquidity risk
Market risk
Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in
market prices. Market risk comprises three types of risk: interest rate risk, currency risk and commodity risk.
` in Lakhs
For the year ended For the year ended
31st March, 2019 31st March, 2018
Impact on loss before tax for the year 4,235.90 3,620.54
` in Lakhs
For the year ended For the year ended
31st March, 2019 31st March, 2018
Impact on loss before tax for the year 88.47 838.09
iii)
Price risk
The Group's exposure to price risk in the investment in mutual funds and classified in the balance sheet as fair value
through profit or loss. Management monitors the prices closely to mitigate its impact on profit and cash flows. Since these
investments are insignificant, the exposure to equity price changes is minimal.
Credit risk
Trade Receivable:
Total receivables of the Group are from its related entities and State and Central Electricity Distribution Companies (DISCOM)
which are Government undertaking. The Group is regularly receiving its dues from its related entities and DISCOM. Delayed
payments carries interest as per the terms of agreements. Trade receivables are generally due for lesser than one year,
accordingly in relation to these dues, the Group does not foresee any Credit Risk.
202
Annual Report 2018-19
Corporate Overview
as at and for the year ended on 31st March, 2019
Statutory Reports
Liquidity risk
Liquidity risk is the risk that the Group will encounter difficulty in meeting the obligations associated with its financial
liabilities that are settled by delivering cash or another financial asset. The Group monitors its risk of shortage of funds
using cash flow forecasting models. These models consider the maturity of its financial investments, committed funding and
projected cash flows from operations. The Group’s objective is to provide financial resources to meet its business objectives
in a timely, cost effective and reliable manner and to manage its capital structure. A balance between continuity of funding
and flexibility is maintained through continued support from lenders, trade creditors as well as through issue of equity shares.
` in Lakhs
As at 31st March, 2019 Less than 1 year 1 to 5 year More than 5 Years Total
Borrowings 1,19,438.32 4,15,380.25 5,79,431.20 11,14,249.77
Trade Payables 16,124.55 - - 16,124.55
Other Financial Liabilities 1,31,095.52 3,136.85 - 1,34,232.37
As at 31st March, 2018 Less than 1 year 1 to 5 year More than 5 Years Total
Borrowings 1,49,109.47 4,15,645.81 4,21,659.25 9,86,414.53
Trade Payables 9,834.86 - - 9,834.86
Other Financial Liabilities 4,36,914.93 631.49 - 4,37,546.42
Capital Management
The Group’s objectives for managing capital is to safeguard continuity and healthy capital ratios in order to support its
business and provide adequate return to shareholders through continuing growth. The Group’s overall strategy remains
unchanged from previous year.
The Group sets the amount of capital required on the basis of annual business and long-term operating plans which include
capital and other strategic investments.
The funding requirements are met through a mixture of equity, internal fund generation, debt securities and other long
term/short term borrowings. The Group’s policy is to use short-term and long-term borrowings to meet anticipated funding
requirements. The Group monitors capital on the basis of the net debt to equity ratio.
No changes were made in the objectives, policies or processes for managing capital during the years ended as at 31st March,
2019 and as at 31st March, 2018.
` in Lakhs
For the year ended For the year ended
Particulars Notes
31st March, 2019 31st March, 2018
Net debt (total debt less cash and cash equivalents) (A) 21, 25, 27 & 13 10,88,841.81 9,61,354.36
Total capital (B) 18, 19 & 20 1,93,224.71 1,34,140.62
Total capital and net debt C=(A+B) 12,82,066.52 10,95,494.99
Gearing ratio (A/C) 84.93% 87.76%
203
Adani Green Energy Limited
39 The Group has taken various derivatives to hedge its loans. The outstanding position of derivative
instruments is as under:
` in Lakhs
As at 31st March, 2019 As at 31st March, 2018
Nature Purpose Foreign Currency Foreign Currency
(` in Lakhs) (` in Lakhs)
(USD in Million) (USD in Million)
Forward covers Hedging of Trade Credits , 1,18,590.71 171.49 1,96,126.51 300.92
Trade Payable & other Current
Financial Liability
Option structure Hedging of Trade Credits , 72,412.45 104.71 2,54,057.33 389.81
Trade Payable & other Current
Financial Liability
Currency Swap Hedging of ECB / Foreign 1,53,688.99 222.24 - -
Currency Loans
Principal only Swap Hedging of ECB / Foreign 41,493.00 60.00 - -
Currency Loans Principal
Coupon only Swap Hedging of ECB / Foreign 41,493.00 60.00 - -
Currency Loans Interest
Total 4,27,678.15 618.44 4,50,183.84 690.73
The details of foreign currency exposures not hedged by derivative instruments are as under:
` in Lakhs
As at 31st March, 2019 As at 31st March, 2018
Currency Foreign Currency Foreign Currency
(` in Lakhs) (` in Lakhs)
(in Million) (in Million)
Buyer's Credit USD 0.00 0.00 1,661.92 2.55
Interest accrued but not due USD 1,072.39 1.55 2,315.98 3.55
Creditors and Acceptances CHF - - 4.79 0.01
Creditors and Acceptances EUR 34.58 0.04 63.02 0.08
Creditors and Acceptances GBP 1.17 0.00 17.46 0.02
Creditors and Acceptances USD 7,738.50 11.19 79,745.83 122.36
Total 8,846.64 83,809.00
(Closing rate as at 31st March, 2019 : INR/USD-69.155, INR/GBP-90.525 and INR/EUR-77.673 and as at 31st March, 2018 :
INR/USD-65.175, INR/CHF-68.500, INR/GBP-92.277 and INR/EUR-80.8075)
204
Annual Report 2018-19
Corporate Overview
as at and for the year ended on 31st March, 2019
` in Lakhs
Fair Value
through Other Fair Value through Amortised
Particulars Total
Comprehensive profit or loss cost
Income
Statutory Reports
Financial Liabilities
Borrowings - - 11,14,249.77 11,14,249.77
Trade Payables - - 16,124.55 16,124.55
Derivative Liabilities 723.95 7,340.47 - 8,064.42
Other Financial Liabilities - - 1,26,167.95 1,26,167.95
Total 723.95 7,340.47 12,56,542.27 12,64,606.69
b) The carrying value of financial instruments by categories as of 31st March, 2018 is as follows :
Notes:
(i) Investments in subsidiaries and joint ventures have been accounted at historical cost. Since these are scope out of Ind
AS 109 for the purposes of measurement, the same have not been disclosed in the tables above.
(ii) F
air value of financial assets and liabilities measured at amortised cost is not materially different from the amortised cost.
Further, impact of time value of money is not significant for the financial instruments classified as current. Accordingly,
the fair value has not been disclosed separately.
205
Adani Green Energy Limited
` in Lakhs
Particulars As at 31st March, 2018
Level 2 Total
Assets
Investments 4,526.03 4,526.03
Derivative Assets 2,569.32 2,569.32
Total 7,095.35 7,095.35
Liabilities
Derivative Liabilities 26,840.15 26,840.15
Total 26,840.15 26,840.15
Notes:
(i) T
he fair values of investments in mutual fund units is based on the net asset value (‘NAV’) as stated by the issuers of these
mutual fund units in the published statements as at Balance Sheet date. NAV represents the price at which the issuer will
issue further units of mutual fund and the price at which issuers will redeem such units from the investors.
(ii) T
he fair values of the derivative financial instruments has been determined using valuation techniques with market
observable inputs as at reporting date. The models incorporate various inputs including the credit quality of
counter-parties and foreign exchange rates.
42 Pursuant to the Indian Accounting Standard (Ind AS- 33) – Earnings per Share, the disclo-
sure is as under:
206
Annual Report 2018-19
Corporate Overview
as at and for the year ended on 31st March, 2019
Statutory Reports
For the year ended For the year ended
Particulars
31st March, 2019 31st March, 2018
a) Contract revenue recognised during the year 8,601.18
b) Disclosure of Contract in Progress -
(i) Aggregate amount of cost incurred and recognised in Standalone Statement of 8,492.48
Profit and Loss
Refer
(ii) Recognised Profit note 108.70
(iii) Customer advances outstanding below -
(iv) Retention money due from customers -
44
As per Indian Accounting Standard 19 "Employee Benefits", the disclosure as defined in the accounting standard
are given below.
207
Adani Green Energy Limited
iii. Reconciliation of the Present value of defined benefit obligation and Fair
value of plan assets
Present Value of Defined Benefit Obligations at the end of the Year 707.70 638.22
Fair Value of Plan assets at the end of the Year 31.57 31.72
Net Asset / (Liability) recognized in balance sheet as at the end of the year (676.13) (606.50)
iv. Gratuity Cost for the Year
Current service cost 124.02 116.75
Interest cost 45.44 27.99
Investment Income (2.48) (2.62)
Actuarial Gain / (Loss) - -
Past service cost-vested benefit recognised during the year - -
Net Gratuity cost 166.98 142.13
v. Other Comprehensive income
Actuarial (gains) / losses
Change in demographic assumptions 12.29 (6.17)
change in financial assumptions 8.07 (7.17)
experience variance (i.e. Actual experiences assumptions) (30.76) 42.99
others - -
Return on plan assets, excluding amount recognised in net interest expense 2.63 5.49
Re-measurement (or Actuarial) (gain)/loss arising because of change in - -
effect of asset ceiling
Components of defined benefit costs recognised in other comprehensive income / (7.77) 35.14
Capital Work In Progress
vi. Actuarial Assumptions
Discount Rate (per annum) 7.60% 7.80%
Annual Increase in Salary Cost 8.00% 8.00%
Mortality Rate Indian Assured Indian Assured
Lives Mortality Lives Mortality
(2006-08 (2006-08)
Attrition Rate 12.00% 10.00%
` in Lakhs
As at 31st March, 2019 As at 31st March, 2018
Decrease Increase Decrease Increase
Discount Rate (- / + 1%) 748.70 670.86 595.32 528.19
(% change compared to base due to sensitivity 5.80% (5.20%) 6.33% (5.66%)
Salary Growth Rate (- / + 1%) 670.86 748.00 527.97 594.87
(% change compared to base due to sensitivity) (5.20%) 5.70% (5.70%) 6.25%
Attrition Rate (- / + 50%) 734.55 685.01 581.66 541.57
(% change compared to base due to sensitivity) 3.80% (3.20%) 3.89% (3.27%)
Mortality Rate (- / + 10%) 707.70 707.70 559.88 559.88
(% change compared to base due to sensitivity) 0.0% 0.0% 0.0% 0.0%
208
Annual Report 2018-19
Corporate Overview
as at and for the year ended on 31st March, 2019
Statutory Reports
policy). The policy, thus, mitigates the liquidity risk. However, being a cash accumulation plan, the duration of assets is
shorter compared to the duration of liabilities. Thus, the Group is exposed to movement in interest rate (in particular,
the significant fall in interest rates, which should result in an increase in liability without corresponding increase in the
asset).
ix. Effect of Plan on Entity's Future Cash Flows
a) Funding arrangements and Funding Policy
The Group has purchased Insurance policy to provide for payment of gratuity to the employees. Every year, the Insurance
Company carries out a funding valuation based on the latest employee data provided by the Group. Any deficit in the
xi. The Group has defined benefit plans for Gratuity to eligible employees, the contributions for which are made to Life
Insurance Corporation of India who invests the funds as per Insurance Regulatory Development Authority guidelines.
The discount rate is based on the prevailing market yields of Government of India's securities as at the balance sheet
date for the estimated term of the obligations.
The expected contributions for Defined Benefit Plan for the next financial year will be in line with FY
2018-19.
The actuarial liability for compensated absences as at the year ended 31st March, 2019 is ` 653.65 Lakhs (as at 31st
March, 2018 ` 504.96 Lakhs).
b. Defined Contribution Plan
Contribution to Defined Contribution Plans for the year is as under :
` in Lakhs
As at As at
31st March, 2019 31st March, 2018
Employer's Contribution to Provident Fund 426.97 337.69
Employer's Contribution to Superannuation Fund 2.00 3.34
45 The Group’s activities during the year revolve around renewable power generation. Considering the nature of Group’s busi-
ness, as well as based on reviews by the chief operating decision maker to make decisions about resource allocation and
performance measurement, there is only one reportable segment in accordance with the requirements of Ind AS - 108
– '‘Operating Segments’', prescribed under Companies (Indian Accounting Standards) Rules, 2015. As the Group's all rev-
enue is from domestic sales , no separate geographical segment is disclosed. Revenue is mainly derived from customers
A, B, C and D which account for 33.34% (Previous Year : 46.38%), 24.69% (Previous Year : Nil), 18.46% (Previous Year : Nil)
and Nil (Previous Year : 30.12%) of the Group’s revenue respectively during the year ended 31st March, 2019.
209
Adani Green Energy Limited
Entities with joint control of, or significant : S. B. Adani Family Trust ( SBAFT ) (w.e.f 1st April, 2018)
influence over, the entity; : Adani Trading Services LLP (w.e.f 1st April, 2018)
: Universal Trade and Investments Limited (w.e.f 1st April, 2018)
: Adani Properties Private Limited (w.e.f 1st April, 2018)
Ultimate Holding Company : Adani Enterprises Limited (up to 31st March, 2018)
Fellow Subsidiary Companies : Prayatna Developers Private Limited (up to 31st March, 2018)
Joint Venture Entity : Kodangal Solar Parks Private Limited (up to 10th January, 2019)
: Adani Renewable Energy Park Rajasthan Limited (w.e.f. 10th August, 2018)
Entities under common control / associate Entities : Adani Infra ( India) Limited
(with whom transactions are done) : Adani Power Limited
: Adani Power Maharashtra Limited
: Adani Power Rajasthan Limited
: Adani Renewable Energy Park Limited (up to 9th August, 2018)
: Adani Renewable Energy Park Rajasthan Limited (up to 9th August, 2018)
: Adani Renewable Energy Park (Gujarat) Limited (up to 9th August, 2018)
: Mundra Solar Limited
: Mundra Solar PV Limited
: Mundra Solar Technopark Private Limited
: Adani Properties Private Limited
: Udupi Power Corporation Limited
: Adani Wilmar Limited
: Adani Township and Real estate company Private Limited
: Adani Logistics Limited
: Adani Power Jharkhand Limited
: Adani Global DMCC
: Adani Global FZE
: Adani Logistic Limited
: Universal Trade and Investments Limited
: The Dhamra Port Company Limited
: Adani Infrastructure Management Service Limited
: Karnavati Aviation Private Limited
: Golden Valley Agro Tech Private Limited
: Gujarat Adani Institute Of Medical Sciences
: Aravali Transmission Service Company Limited
: Maru Transmission Service Company Limited
: Adani Electricity Mumbai Limited
: Adani Finserve Private Limited
: Adani Green Technology Limited
210
Annual Report 2018-19
Corporate Overview
as at and for the year ended on 31st March, 2019
Statutory Reports
: Adani Hazira Port Private Limited
: Belvedere Golf and Country Club Private Limited
: Adani Pench Power Limited
: Adani Transmission (Rajasthan) Limited
: Adani Global Pte Ltd
: Adani North America INC
: North Karanpura Transco Limited
: Abbot Point Port Holdings Pte Ltd
: Adani Renewable Asset Holding Pty Ltd
Note:
The names of the related parties and nature of the relationships where control exists are disclosed where there have
been transactions between the related parties. For others also, the names and the nature of relationships is disclosed
only when the transactions are entered into by the Group with the related parties during the existence of the related
party relationship.
211
Adani Green Energy Limited
` in Lakhs
For the For the
Sr No. Nature of Transaction Related Party year ended year ended
31st March, 2019 31st March, 2018
4 Loan Taken Adani Enterprises Limited 446.26 2,11,101.52
Adani Infra (India) Limited - 1,78,596.94
Mundra Solar PV Limited - -
Adani Global Pte Ltd 5,878.18 -
Adani North America INC 3,336.24 -
Adani Renewable Energy Park 3,809.66 2,585.00
Rajasthan Limited
Adani Properties Private Limited 87,339.94 1,05,586.03
5 Loan Repaid Back Adani Enterprises Limited - 2,81,507.14
Adani Infra (India) Limited 58,358.50 1,20,238.45
Adani Renewable Energy Park 4,967.56 306.06
Rajasthan Limited
Mundra Solar PV Limited - -
Adani Properties Private Limited 1,47,849.61 1,09,214.36
6 Interest Adani Global DMCC 7,160.86 -
Mundra Solar PV Limited 3,319.41 -
7 Interest Expense on Loan Adani Enterprises Limited 495.84 12,294.24
Adani Infra (India) Limited 1,368.89 666.73
Abbot Point Port Holdings Pte Ltd 178.35 -
Adani Properties Private Limited 11,435.76 5,870.14
8 Loan Given Adani Infra (India) Limited 2,169.50 19,602.92
Adani Enterprises Limited 7,500.00 5,131.60
Adani Infrastructure & Developers - 2,154.90
Private Limited
Mundra Solar PV Limited 4,190.99 5,502.88
Adani North America INC 1,967.46 -
Adani Properties Private Limited 8,217.68 2,838.48
Adani Renewable Energy Park 857.58 297.79
Rajasthan Limited
Kodangal Solar Parks Private Limited - 106.64
9 Loan Received Back Adani Green Technology Limited - 3.08
Adani Enterprises Limited 12,631.60 -
Adani Mundra SEZ Infrastructure 2,586.40 2,000.00
Private Limited
Mundra Solar PV Limited 5,609.00 3,896.28
Adani Properties Private Limited - 2,838.48
Adani Infrastructure & Developers 2,154.90 -
Private Limited
Adani Renewable Energy Park 970.80 338.03
Rajasthan Limited
Adani Infra (India) Limited 2,295.60 66,500.00
10 Interest Income on Loan Adani Infra (India) Limited 45.57 331.23
Adani Enterprises Limited 516.99 368.44
Adani Renewable Asset Holding Pty Ltd 174.53 -
Adani Green Technology Limited - 0.21
Adani Infrastructure & Developers - 172.11
Private Limited
Adani Infrastructure & Developers 47.29 -
Private Limited
Mundra Solar PV Limited 173.32 118.75
212
Annual Report 2018-19
Corporate Overview
as at and for the year ended on 31st March, 2019
` in Lakhs
For the For the
Sr No. Nature of Transaction Related Party year ended year ended
31st March, 2019 31st March, 2018
Adani Properties Private Limited 77.42 21.43
Statutory Reports
Adani Renewable Energy Park 17.27 12.87
Rajasthan Limited
Kodangal Solar Parks Private Limited - 0.29
11 Other Balances Transfer from Adani Infra (India) Limited 2.85 98.22
related parties Adani Port and special 12.51 -
economic zone Limited
Adani Enterprises Limited 0.35 8.57
Adani Wilmar Limited 12.20 -
Adani Infrastructure Management 16.43 -
213
Adani Green Energy Limited
` in Lakhs
For the For the
Sr No. Nature of Transaction Related Party year ended year ended
31st March, 2019 31st March, 2018
18 Sale of Goods Adani Wilmar Limited - 3,264.25
Adani Infra (India) Limited - 2,288.98
Adani Power Limited 0.58 -
Mundra Solar PV Limited - 43,829.10
Adani Renewable Energy Park 21.62 -
Rajasthan Limited
Kodangal Solar Parks Private Limited - 7,660.74
19 Sale of asset Adani Power Jharkhand Limited - 21.02
Adani Renewable Energy Park 10.62 -
Rajasthan Limited
Aravali Transmission Service 0.59 -
Company Limited
Maru Transmission Service 0.64 -
Company Limited
Gujarat Adani Institute Of Medical Sciences 3.89 -
20 Purchase of Capital Goods Adani Enterprises Limited 302.14 1,26,578.94
Adani Power Maharashtra Limited 9.68 -
Adani Power Rajasthan Limited - 26.13
Mundra Solar PV Limited 14,416.79 1,59,647.38
Adani Renewable Energy Park 20.21 -
Rajasthan Limited
Adani Global DMCC 14,568.32 1,26,712.53
MPSEZ Utilities Private Limited - 51.60
Adani Global FZE 17.23 55,039.92
Adani Hazira Port Private Limited - 43.00
21 Receiving of Services Adani Enterprises Limited 954.94 549.15
Adani Ports and Special 243.67 -
Economic Zone Limited
Adani Power Rajasthan Limited 0.01 8.30
Adani Infrastructure Management 2,342.01 -
Service Limited
Adani Logistic Limited - 1,895.65
Adani Power (Mundra) Limited 2.98 -
Adani Township and Real Estate Company 0.51 -
Private Limited
Mpsez Utilities Private Limited 1.00 -
Adani Finserve Private Limited 62.81 -
Adani Electricity Mumbai Limited 3.84 -
Karnavati Aviation Private Limited 240.00 -
Adani Power Maharashtra Limited - 2.22
Adani Properties Private Limited - 61.02
Belvedere Golf and Country Club 1.12 0.50
Private Limited
22 Purchase of Asset Adani Pench Power Limited - 7.45
Adani Power Limited - 2.83
Adani Power Maharashtra Limited - 29.88
Adani Power Rajasthan Limited - 75.74
23 Rendering of Services Kodangal Solar Parks Private Limited - 940.43
Adani Renewable Energy Park 817.50 -
Rajasthan Limited
214
Annual Report 2018-19
Corporate Overview
as at and for the year ended on 31st March, 2019
` in Lakhs
For the For the
Sr No. Nature of Transaction Related Party year ended year ended
31st March, 2019 31st March, 2018
24 Compensation of Key Ashish Garg, Chief Financial Officer 230.33 142.07
Statutory Reports
Management Personnel # Sagar R Adani, Executive Director 43.12 -
Jayant Parimal, Chief Executive Officer 368.82 -
Pragnesh Darji, Company Secretary 12.77 -
25 Director Sitting Fees Jay Himmatlal Shah 0.70 0.59
Sandeep Mohanraj Singhi 3.54
Nayna K Gadhvi - 0.59
26 Corporate Guarantee Received Adani Enterprises Limited and - 84,500.00
Adani Properties Private Limited
(Jointly and Severally)
Note:
# The above does not include Provision for Leave Encashment and Gratuity as it is provided in the books on the basis of
actuarial valuation for the Group as a whole and hence individual figures cannot be identified.
215
Adani Green Energy Limited
` in Lakhs
As at As at
Sr No. Type of Balance Related Party
31st March, 2019 31st March, 2018
5 Accounts Payables Adani Pench Power Limited - 7.45
(Incl Provisions) Adani Ports and SEZ Limited 115.92 -
Adani Infrastructure Management 1,166.07 -
Service Limited
Adani Infra (India) Limited 13.84 8.91
Adani Power (Mundra) Limited 2.29 0.19
Adani Power Jharkhand Limited 8.05 -
Adani Power Maharashtra Limited 1.27 -
Adani Power Rajasthan Limited 10.67 11.82
Adani Electricity Mumbai Limited 16.69 -
Maharashtra Eastern Grid Power 2.03 -
Transmission Company Limited
Adani Renewable Energy Park 0.14 -
Rajasthan Limited
MPSEZ Utilities Private Limited - 51.60
Adani Global Pte Ltd 651.04 -
Adani Township and Real Estate Company 0.59 -
Private Limited
S B Adani Family Trust 0.04 -
Karnavati Aviation Private Limited 247.20 -
Adani Logistics Limited 331.04 887.09
Adani Global DMCC 70,186.94 1,45,148.01
Mundra Solar PVLimited 5,367.95 59,975.41
Adani Enterprises Limited 15,737.33 54,039.55
6 Account Receivable Adani Enterprises Limited 0.33 -
Mundra Solar Limited 0.32 0.32
Adani Logistics Limited 0.33 -
Mundra Solar PV Limited 2,671.04 -
Adani Power Limited 1.11 -
Adani Power Maharashtra Limited 12.90 9.26
Adani Renewable Energy Park 996.88 -
Rajasthan Limited
Adani Power Rajasthan Limited 8.91 8.91
Aravali Transmission Service 0.70 -
Company Limited
Udupi Power Corporation Limited 10.96 1.64
Adani Port and SEZ Limited 1.17 3.75
Adani Power (Mundra) Limited 13.51 15.51
Adani Power Jharkhand Limited - 25.74
Maharashtra Eastern Grid Power 0.12 0.12
Transmission Company Limited
The Dhamra Port Company Limited 0.25 -
Gujarat Adani Institute Of Medical Sciences 4.56 -
Maru Transmission Service 0.76 -
Company Limited
Belvedere Golf and Country Club 0.01 -
Private Limited
Golden Valley Agro Tech Private Limited 0.55 -
Adani Wilmar Limited 12.03 1,023.59
Kodangal Solar Parks Private Limited - 9,153.49
Adani Infra (India) Limited 1.85 98.22
216
Annual Report 2018-19
Corporate Overview
as at and for the year ended on 31st March, 2019
` in Lakhs
As at As at
Sr No. Type of Balance Related Party
31st March, 2019 31st March, 2018
7 Corporate Guarantee Received Adani Enterprises Limited and - 3,76,784.00
Adani Properties Private Limited
Statutory Reports
(Jointly and Severally)
Adani Enterprises Limited - 74,079.00
Adani Properties Private Limited - 25,000.00
47 The Board of Directors of Adani Enterprises Limited (hereinafter referred as “AEL”) and the Board of Directors
of the Company had approved the Scheme of Arrangement (“the Scheme”) among AEL and the Company and
their respective shareholders and creditors. The Scheme was sanctioned by National Company Law Tribunal
(”NCLT”), bench at, Ahmedabad vide its order dated 16th February, 2018. Pursuant to the sanction of the Scheme,
Accordingly following effects are given in the books of accounts of the Company:
(i) The existing 64,96,89,000 equity shares of ` 10 each held by AEL in the Company stand cancelled, against which
the Company has allotted 83,69,55,473 equity shares of ` 10 each to the shareholders of AEL in swap ratio of 761 equity
shares of the Company for every 1,000 equity shares held by shareholders of AEL.
(ii) The transfer and vesting of the Renewable Power Undertaking is accounted for in the books of accounts of the Company
as per the "Pooling of Interest Method" prescribed under Indian Accounting Standard 103 - "Business Combinations"
notified under Section 133 of the Companies Act, 2013 (the 'Act') read with relevant rules issued thereunder and other
applicable accounting standards prescribed under the Act.
(iii) The excess of the value of equity shares allotted over the book value of assets and liabilities transferred to the Company
has been recorded as reduction from capital reserve..
48 Business Combination
Since the scheme of demerger described in note no 47 above 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 had occurred with effect from 1st April, 2017 and accordingly, Capital reserve is calculated based
on the net assets as on 1st April, 2017.
During the year, the Company has also acquired 100% equity shares of Adani Renewable Energy Park Limited and Adani
Green Energy Pte Limited. Since both the above acquisition also qualify as common control business combinations under Ind
AS 103 - "Business Combinations", the previous period comparative figures have been restated as if the business combination
had occurred with effect from 1st April, 2017.
Details of the purchase consideration, the net assets acquired and goodwill are as follows:
` in Lakhs
Particulars Amount
Total Investment of AEL in the Company 78,639.90
Net Assets of Renewable undertaking in books of AEL as on 1st April, 2017 19,243.70
Total Net Assets (A) 97,883.60
Total Purchase consideration (New shares) (B) 97,366.55
Reduction from Capital Reserve on acquisition (C) = (B) - (A) (517.05)
Following is the impact on Consolidated Balance Sheet, Consolidated Statement of Profit and Loss account and Consolidated
Cash flow statement of the Company, due to restatement of previous period reporting numbers.
217
Adani Green Energy Limited
218
Annual Report 2018-19
Corporate Overview
as at and for the year ended on 31st March, 2019
` in Lakhs
Before Impact of Restated
Particulars
restatement restatement
Statutory Reports
Income
Revenue from Operations 86,808.82 61,219.40 1,48,028.22
Other Income 3,364.35 1,748.39 5,112.74
Total Income 90,173.17 62,967.79 1,53,140.96
Expenses
Cost of Materials consumed 9,403.31 (349.21) 9,054.10
Purchase of Trading goods - 42,386.68 42,386.68
Employee Benefits Expenses 3,094.11 1,271.27 4,365.38
Finance Costs 39,692.98 15,489.28 55,182.26
Reconciliation of Component of Consolidated Statement of Cash flow for the year ended March 31, 2018:
` in Lakhs
Before Impact of
Particulars Restated
restatement restatement
Net cash (used in)/ generated from operating activities (A) 30,082.08 34,782.97 64,865.05
Net cash (used in) investing activities (B) (3,76,089.72) (66,733.05) (4,42,822.77)
Net cash generated from financing activities (C) 3,59,773.80 34,428.60 3,94,202.40
Net increase in cash and cash equivalents (A)+(B)+(C) 13,766.16 2,478.52 16,244.68
` in Lakhs
As at As at
Particular
31st March, 2019 31st March, 2018
Principal amount remaining unpaid to any supplier as at the year end. 63.21 -
Interest due thereon - -
Amount of interest paid by the Group in terms of section 16 of the MSMED, along with - -
the amount of the payment made to the supplier beyond the appointed day during the
accounting year.
Amount of interest due and payable for the period of delay in making payment (which have - -
been paid but beyond the appointed day during the period) but without adding the interest
specified under the MSMED.
Amount of interest accrued and remaining unpaid at the end of the accounting year. - -
Amount of further interest remaining due and payable even in succeeding years. - -
219
Adani Green Energy Limited
The disclosure in respect of the amount payable to enterprises which have provided goods and services to the Company and
which qualify under the definition of micro and small enterprises, as defined under Micro, Small and Medium Enterprises
Development Act, 2006 has been made in the Financial statement as at 31st March, 2019 based on the information
received and available with the Company. On the basis of such information, no interest is payable to any micro, small and
medium enterprises.
50 Ind AS 115 Revenue from contracts with customers was issued on 28th March, 2018 and supersedes Ind AS 11
Construction Contracts and Ind AS 18 Revenue and it applies, with limited exception, to all revenue arising from
contracts with its customers. Under Ind AS 115, revenue is recognised when a customer obtains control of goods or
services. The Company has adopted Ind AS 115 using the cumulative effect method (without practical expedients) with
the effect of initially applying this standard recognised at the date of initial application i.e. 1st April, 2018. Accordingly,
the comparative information i.e. information for the year ended 31st March 2018, has not been restated. The adoption of
the standard did not have any material impact on the financial statements of the company. Additionally, the disclosure
requirements in Ind AS 115 have not generally been applied to comparative information.
Contract balances:
(a) T
he following table provides information about receivables, contract assets and contract liabilities from the contracts
with customers.
` in Lakhs
As at As at
Particulars
31st March, 2019 31st March, 2018
Trade receivables (refer note 12) 75,789.22 84,821.95
Contract assets (refer note 16) 20,386.50 12,717.43
Contract liabilities (refer note 28) 527.48 541.44
The contract assets primarily relate to the Company's right to consideration for work completed but not billed at the
reporting date. The contract assets are transferred to receivables when the rights become unconditional. This usually occurs
when the company issues an invoice to the Customer. The contract liabilities primarily relate to the advance consideration
received from the customers.
The Trade receivables primarily relate to the Company's right to consideration for work completed at the reporting date.
(b) Significant changes in contract assets and liabilities during the period:
` in Lakhs
For the year ended
Particulars
31st March, 2019
Contract assets reclassified to receivables 12,717.43
Contract liabilities recognised as revenue during the year 541.44
Reconciliation the amount of revenue recognised in the statement of profit and loss with the contracted price:
` in Lakhs
For the year ended
Particulars
31st March, 2019
Revenue as per contracted price 2,07,499.82
Adjustments
Discounts 2,435.79
Revenue from contract with customers 2,05,064.03
51 The Group has converted the loan of ` 1,09,333.68 lakhs from Adani Properties Private Limited (APPL) into Unsecured
Perpetual Debt. This debt is perpetual in nature with no maturity or redemption and are repayable only at the option
of the borrower. The distribution on this debt is cumulative and at the discretion of the borrower at the rate ranging
from 10.50% to 11.00% p.a. where the borrower has an unconditional right to defer the same. As this debt is perpetual
in nature and ranked senior only to the Share Capital of the borrower and the borrower does not have any redemption
obligation, this is considered to be in the nature of equity instruments.
220
Annual Report 2018-19
Corporate Overview
as at and for the year ended on 31st March, 2019
52 Additional Information as required by para 2 of the General Instructions for preparation of Consolidated Financial
Statements to Schedule III to the Companies Act, 2013:
Statutory Reports
less Total Liabilities Comprehensive Income Comprehensive Income
Particulars
% of Consol- % of Consol-
% of Consol- % of Consol-
idated Other idated Total
idated Net (` in Lakhs) idated Profit (` in Lakhs) (` in Lakhs) (` in Lakhs)
Comprehen- Comprehen-
Assets & Loss
sive Income sive Income
Adani 112% 2,15,795.81 7% (3,498.38) 0% (10.66) 7% (3,509.04)
Green Energy Limited
Subsidiaries (Indian)
Adani Green 0% (546.21) 0% (220.69) - - 0% (220.69)
Energy (MP) Limited
221
Adani Green Energy Limited
222
Annual Report 2018-19
Corporate Overview
as at and for the year ended on 31st March, 2019
Statutory Reports
Assets & Loss prehensive
sive Income
Income
Adani Solar USA Inc. 0% (236.65) 0% (236.66) 0% 10.44 0% (226.22)
Midlands Solar Llc 0% 4.61 0% 4.61 0% 0.45 0% 5.06
Adani Solar Usa Llc 0% (0.99) 0% (0.99) 0% 0.92 0% (0.07)
Hartsel Solar Llc - - - - 0% 0.01 0% 0.01
Sigurd Solar Llc - - - - - - - -
Oakwood - - - - - - - -
Construction Services Inc
53 The Company's share of the assets, liabilities, income and expense of the jointly controlled entity is as follows:
` in Lakhs
As at As at
Particular
31st March, 2019 31st March, 2018
Name of jointly controlled entity Adani Renewable Kodangal Solar
Energy Park Parks Private
Rajasthan Limited Limited
% of holding 50% 49%
Total Equity 3,746.82 (9.08)
Non - Current Liabilities 12,686.02 -
Current Liabilities 3,070.83 4,640.28
Non - Current Assets 12,523.80 4,443.86
Current Assets 6,979.86 187.34
Income
Revenue from Operations 77.07 -
Other Income 413.31 -
Expense
Employee Benefits Expenses (11.08) -
Finance Costs (2.18) -
Depreciation and Amortisation Expenses (55.31) -
Other Expenses (849.05) (8.42)
(Loss) before tax (427.24) (8.42)
Tax Expense 70.88 5.04
(Loss) after tax (356.37) (3.38)
Capital and other commitments 4,715.71 -
Contingent liability not accounted for - -
223
Adani Green Energy Limited
The notes referred above are an integral part of these consolidated financial statements.
In terms of our report attached
For Dharmesh Parikh & Co. For B S R Co. & LLP For and on behalf of the Board of Directors of
Chartered Accountants Chartered Accountants ADANI GREEN ENERGY LIMITED
Firm Registration Number: Firm Registration Number:
112054W 101248W/W-100022
Anuj Jain Nirav Patel Rajesh S. Adani Sagar R. Adani Jayant Parimal
Partner Partner Director Executive Director Chief Executive Officer
Membership No. 119140 Membership No. 113327 DIN : 00006322 DIN : 07626229
Ashish Garg Pragnesh Darji
Chief Financial Officer Company Secretary
Place : Ahmedabad Place : Ahmedabad Place : Boston Place : Singapore Place : New Delhi
Date : 15th May, 2019 Date : 15th May, 2019 Date : 15th May, 2019
224
Notice
226 Notice
225
Adani Green Energy Limited
Notice
NOTICE is hereby given that the 4th Annual General Meeting proposing his candidature for the office of Director, be
of Adani Green Energy Limited will be held on Wednesday, and is hereby appointed as a Director of the Company.”
August 07, 2019 at 10.30 a.m. at H. T. Parekh Hall, AMA
Complex, ATIRA, Dr. Vikram Sarabhai Marg, Ahmedabad - 5. To consider and if thought fit, to pass, with or without
380 015 to transact the following businesses: modification(s), the following resolution as an
Special Resolution:
ORDINARY BUSINESS
1. To receive, consider and adopt the audited financial “RESOLVED THAT in accordance with the provisions of
statements (including audited consolidated financial Sections 196, 197 and 203 read with Schedule V and other
statements) for the financial year ended on March 31, applicable provisions, if any, of the Companies Act, 2013
2019 and the Reports of the Board of Directors and and the Companies (Appointment and Remuneration
Auditors thereon. of Managerial Personnel) Rules, 2014 (including any
statutory modification(s) or re-enactment thereof for
2. To appoint a Director in place of Mr. Rajesh S. Adani the time being in force) and subject to the requisite
(DIN: 00006322), who retires by rotation and being approvals, if any required, approval of the Company be
eligible offers, himself for re-appointment. and is hereby accorded to the appointment of Mr. Sagar
R. Adani (DIN: 07626229) as an Executive Director of
SPECIAL BUSINESS the Company, for a period of five years w.e.f. October
3. To consider and if thought fit, to pass, with or without 31, 2018 on the terms and conditions including terms of
modification(s), the following resolution as an remuneration as set out in the explanatory statement
Ordinary Resolution: attached hereto and forming part of this notice with a
liberty to the Board of Directors (hereinafter referred to
“RESOLVED THAT pursuant to the provisions of as “the Board” which term shall be deemed to include
Sections 149, 152 and other applicable provisions, if any, the Nomination and Remuneration Committee of the
of the Companies Act, 2013 (“Act”) and the rules made Board) to alter and vary the terms and conditions of the
thereunder (including any statutory modification(s) said appointment and/or remuneration so as the total
or re-enactment thereof, for the time being in force), remuneration payable to him shall not exceed the limits
read with Schedule IV of the Act and SEBI (Listing specified in Schedule V of the Companies Act, 2013
Obligations and Disclosure Requirements) Regulations, including any statutory modification or re-enactment
2015, as amended from time to time, Mr. Sandeep Singhi thereof, for the time being in force and as agreed by
(DIN: 01211070), who was appointed as an Additional and between the Board and Mr. Sagar R. Adani.
Director pursuant to the provisions of Section 161 of
the Act and Articles of Association of the Company RESOLVED FURTHER THAT notwithstanding anything
and who holds office up to the date of this Annual contained to the contrary in the Companies Act,
General Meeting and in respect of whom the Company 2013, wherein any financial year the Company has no
has received notice in writing under Section 160 of profits or inadequate profit, Mr. Sagar R. Adani will be
the Act from a member proposing his candidature for paid minimum remuneration within the ceiling limit
the office of Director, be and is hereby appointed as an prescribed under Schedule V of the Companies Act,
Independent Director (Non-Executive) of the Company 2013 or any modification or re-enactment thereof.
to hold office for a period of 5 (five) consecutive years
w.e.f October 29, 2018.” RESOLVED FURTHER THAT in the event of any statutory
amendment or modification by the Central Government
4. To consider and if thought fit, to pass, with or without to Schedule V of the Companies Act, 2013, the Board be
modification(s), the following resolution as an and is hereby authorized to vary and alter the terms of
Ordinary Resolution: appointment including salary, perks and other benefits
payable to Mr. Sagar R. Adani within such prescribed
“RESOLVED THAT Mr. Sagar R. Adani (DIN: 07626229), limit or ceiling as agreed by and between the Board
who was appointed by the Board of Directors as an and Mr. Sagar R. Adani without any further reference to
Additional Director of the Company w.e.f October the Company in General Meeting.
31, 2018 pursuant to the provisions of Section 161 of
the Companies Act, 2013 and Articles of Association RESOLVED FURTHER THAT the Board of Directors
of the Company and whose term of office expires at or Committee thereof or Company Secretary be and
this Annual General Meeting and in respect of whom is hereby authorised to take all such steps as may be
the Company has received a notice in writing under deemed necessary, proper or expedient to give effect to
Section 160 of the Companies Act, 2013 from a member this resolution.”
226
Annual Report 2018-19
6. To consider and if thought fit, to pass, with or without Bank of India (the “RBI”), the relevant stock exchanges
modification(s), the following resolution as an where the equity shares of the Company are listed (the
Ordinary Resolution: “Stock Exchanges”) and all other appropriate statutory
and regulatory authorities, as may be applicable or
“RESOLVED THAT pursuant to the provisions of relevant, whether in India or overseas (hereinafter
Section 197 and other applicable provisions, if any, of collectively referred to as the “Appropriate Authorities”),
the Companies Act, 2013 (“Act”) read with rules made the enabling provisions of the Memorandum and
thereunder (including any statutory modification(s) Articles of Association of the Company, as amended,
or re-enactment thereof for the time being in force), and the listing agreements to be entered into / entered
the provisions of the Memorandum and Articles of into by the Company with the Stock Exchanges where
Association, consent of the members of the Company the equity shares of the Company are being listed /
be and is hereby accorded to the Board of Directors listed and subject to requisite approvals, consents,
of the Company for payment of commission to the permissions and sanctions, if any, of the Appropriate
non-executive director(s) including Independent Authorities and subject to such conditions and
Director(s) of the Company who is/are neither in the modifications as may be prescribed by any of them in
whole time employment nor Managing Director, in granting any such approvals, consents, permissions,
addition to sitting fees being paid to them for attending and sanctions (hereinafter referred as the “Requisite
the meeting of the Board and its Committees, a sum Approvals”) which may be agreed to by the Board of
not exceeding 1% of the net profits of the Company per Directors of the Company (hereinafter referred as the
annum, calculated in accordance with the provisions of “Board” which term shall be deemed to include any
Section 198 of the Act, for a period of 5 years from the committee constituted or to be constituted by the Board
financial year commencing from April 01, 2019 in such to exercise its powers including the powers conferred
manner and up to such extent as the Board of Directors by this resolution, or any person(s) authorised by the
of the Company may, from time to time, determine. Board or its committee for such purposes), consent of
the Company be and is hereby accorded to the Board in
RESOLVED FURTHER THAT for the purpose of its absolute discretion, to create, offer, issue and allot,
giving effect to this resolution, the Board be and is from time to time in either one or more international
hereby authorized to take all actions and do all such offerings, in one or more foreign markets, in one or
deeds, matters and things, as it may in its absolute more tranches and/or in the course of one or more
discretion deem necessary, proper or desirable and to domestic offering(s) in India, such number of equity
settle any question, difficulty or doubt that may arise shares and/or any securities linked to, convertible into
in this regard.” or exchangeable for equity shares including without
limitation through Global Depository Receipts (“GDRs”)
7. To consider and if thought fit, to pass, with or and/ or American Depository Receipts (“ADRs”) and/
without modification(s), the following resolution as a or convertible preference shares and/or convertible
Special Resolution: debentures (compulsorily and/or optionally, fully and/
or partly) and/or Commercial Papers and/or warrants
“RESOLVED THAT pursuant to the provisions of with a right exercisable by the warrant holder to
Section 42, 62 and all other applicable provisions, if exchange or convert such warrants with equity shares
any, of the Companies Act, 2013 and the rules framed of the Company at a later date simultaneously with the
thereunder (including any statutory modification(s) or issue of non-convertible debentures and/or Foreign
re-enactment thereof, for the time being in force) (the Currency Convertible Bonds (“FCCBs”) and/or Foreign
“Companies Act”), the Foreign Exchange Management Currency Exchangeable Bonds (“FCEBs”) and/or any
Act, 1999, as amended or restated (“FEMA”), the other permitted fully and/or partly paid securities/
Securities and Exchange Board of India (Issue of Capital instruments/ warrants, convertible into or exchangeable
and Disclosure Requirements) Regulations, 2009, as for equity shares at the option of the Company and/or
amended or restated (the “ICDR Regulations”), the Issue holder(s) of the security(ies) and/or securities linked
of Foreign Currency Convertible Bonds and Ordinary to equity shares (hereinafter collectively referred to
Shares (Through Depository Receipt Mechanism) as “Securities”), in registered or bearer form, secured
Scheme, 1993, as amended or restated, the Foreign or unsecured, listed on a recognized stock exchange
Exchange Management (Transfer or Issue of Security by in India or abroad whether rupee denominated or
a Person Resident Outside India) Regulations 2017, as denominated in foreign currency, to such investors who
amended or restated, and subject to all other applicable are eligible to acquire such Securities in accordance
laws, statutes, rules, circulars, notifications, regulations with all applicable laws, rules, regulations, guidelines
and guidelines of the Government of India, the Securities and approvals, through public issue(s), rights issue(s),
and Exchange Board of India (the “SEBI”), the Reserve preferential issue(s), private placement(s) and / or
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Adani Green Energy Limited
qualified institutions placement in terms of Chapter VIII RESOLVED FURTHER THAT the Board be and is hereby
of the ICDR Regulations or any combinations thereof, authorised to engage, appoint and to enter into and
through any prospectus, offer document, offer letter, execute all such agreement(s)/ arrangement(s)/ MoUs/
offering circular, placement document or otherwise, at placement agreement(s)/ underwriting agreement(s)
such time or times and at such price or prices subject to / deposit agreement(s) / trust deed(s)/ subscription
compliance with all applicable laws, rules, regulations, agreement / payment and conversion agency
guidelines and approvals, at a discount or premium agreement / any other agreements or documents with
to market price or prices in such manner and on such any consultants, lead manager(s), co-lead manager(s),
terms and conditions including as regards security, rate manager(s), advisor(s), underwriter(s), guarantor(s),
of interest, etc., as may be deemed appropriate by the depository(ies), custodian(s), registrar(s), agent(s) for
Board in its absolute discretion, subject to compliance service of process, authorised representatives, legal
with all applicable laws, rules, regulations, guidelines advisors/ counsels,trustee(s), banker(s), merchant
and approvals, for an aggregate amount, not exceeding banker(s) and all such advisor(s), professional(s),
₹` 5,000 Crores (Rupees Five Thousand Crores Only) or intermediaries and agencies as may be required or
foreign currency equivalent thereof, at such premium concerned in such offerings of Securities and to
as may from time to time be decided by the Board and remunerate them by way of commission, brokerage,
the Board shall have the discretion to determine the fees and such other expenses as it deems fit, listing of
categories of eligible investors to whom the offer, issue Securities in one or more Indian/ International Stock
and allotment shall be made to the exclusion of all other Exchanges, authorizing any director(s) or any officer(s)
categories of investors at the time of such offer, issue and of the Company, severally, to sign for and on behalf
allotment considering the prevailing market conditions of the Company offer document(s), arrangement(s),
and all other relevant factors and where necessary, application(s), authority letter(s), or any other related
in consultation with advisor(s), lead manager(s), and paper(s)/ documents(s), give any undertaking(s),
underwriter(s) appointed by the Company. affidavit(s), certification(s), declaration(s) including
without limitation the authority to amend or modify
RESOLVED FURTHER THAT without prejudice to the such document(s).
generality of the above, the issue(s) of Securities may,
subject to compliance with all applicable laws, rules, RESOLVED FURTHER THAT for the purpose of giving
regulations, guidelines and approvals, have all or any effect to the above resolution, consent of the members
terms, or combination of terms, in accordance with of the Company be and is hereby accorded to the Board
domestic and/or international practice, including, but to do all such acts, deeds, matters and/or things, in its
not limited to, conditions in relation to payment of absolute discretion and including, but not limited to
interest, additional interest, premium on redemption, finalization and approval of the preliminary as well as
prepayment and any other debt service payments final document(s), determining the form, terms, manner
whatsoever and all other such terms as are provided of issue, the number of the Securities to be allotted,
in offerings of such nature including terms for timing of the issue(s)/ offering(s) including the investors
issue of additional equity shares or variation of the to whom the Securities are to be allotted, issue price,
conversion price of the Securities during the duration face value, number of equity shares or other securities
of the Securities. upon conversion or redemption or cancellation of the
Securities, premium or discount on issue /conversion/
RESOLVED FURTHER THAT in case of any offering of exchange of Securities, if any, rate of interest, period of
Securities, including without limitation any GDRs/ conversion or redemption, listing on one or more stock
ADRs/ FCCBs/ FCEBs/ other securities convertible into exchanges in India and / or abroad and any other terms
equity shares, consent of the shareholders be and and conditions of the issue, including any amendments
is hereby given to the Board to issue and allot such or modifications to the terms of the Securities and
number of equity shares as may be required to be any agreement or document (including without
issued and allotted upon conversion, redemption or limitation, any amendment or modification, after the
cancellation of any such Securities referred to above in issuance of the Securities), the execution of various
accordance with the terms of issue/ offering in respect transaction documents, creation of mortgage/ charge
of such Securities and such equity shares shall rank pari in accordance with the provisions of the Companies
passu with the existing equity shares of the Company in Act and any other applicable laws or regulations in
all respects, except as may be provided otherwise under respect of any Securities, either on a pari passu basis
the terms of issue/ offering and in the offer document or otherwise, fixing of record date or book closure
and/or offer letter and/or offering circular and / or and related or incidental matters as the Board in its
listing particulars.
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Annual Report 2018-19
absolute discretion deems fit and to settle all questions, practices and regulations, and under the forms and
difficulties or doubts that may arise in relation to the practices prevalent in international and/or domestic
issue, offer or allotment of the Securities, accept any capital markets.
modifications in the proposal as may be required by the
Appropriate Authorities in such issues in India and / RESOLVED FURTHER THAT the Securities may be
abroad and subject to applicable law, for the utilization redeemed and/or converted into and/or exchanged
of the issue proceeds as it may in its absolute discretion for the equity shares of the Company (or exchanged
deem fit without being required to seek any further for equity shares of another company as permitted
consent or approval of the members or otherwise to the under applicable law), subject to compliance with
end and intent and that the members shall be deemed all applicable laws, rules, regulations, guidelines and
to have given their approval thereto for all such acts, approvals, in a manner as may be provided in the terms
deeds, matters and/ or things, expressly by the authority of their issue.
of this resolution.
RESOLVED FURTHER THAT in case of a qualified
RESOLVED FURTHER THAT for the purpose of giving Institutions placement (“QIP”) pursuant to Chapter
effect to the above resolution, the Board is authorised VIII of the ICDR Regulations, the allotment of eligible
on behalf of the Company to take all actions and to do all securities within the meaning of Chapter VIII of the
such deeds, matters and things as it may, in its absolute ICDR Regulations shall only be made to qualified
discretion, deem necessary, desirable or expedient to institutional buyers (“QIBs”) within the meaning of
the issue or allotment of aforesaid Securities and listing Chapter VIII of the ICDR Regulations, such securities
thereof with the stock exchange(s) as appropriate and shall be fully paid-up and the allotment of such
to resolve and settle all questions and difficulties that securities shall be completed within 12 months from the
may arise in the proposed issue, offer and allotment of date of the resolution approving the proposed issue by
any of the Securities, utilization of the issue proceeds the members of the Company or such other time as may
and to do all acts, deeds and things in connection be allowed by ICDR Regulations from time to time and
therewith and incidental thereto as the Board in its that the securities be applied to the National Securities
absolute discretion deem fit, without being required to Depository Limited and/or Central Depository Services
seek any further consent or approval of the members (India) Limited for admission of the eligible securities to
or otherwise to the end and intent that they shall be be allotted as per Chapter VIII of the ICDR Regulations.
deemed to have given their approval thereto expressly
by the authority of this resolution. RESOLVED FURTHER THAT the relevant date for the
purpose of pricing of the Securities by way of QIP/GDRs/
RESOLVED FURTHER THAT the Company and/ or ADRs/FCCBs/FCEBs or by way of any other issue(s)
any agency or body authorised by the Company shall be the date as specified under the applicable law
may, subject to compliance with all applicable laws, or regulation or it shall be the date of the meeting in
rules, regulations, guidelines and approvals, issue which the Board decides to open the issue.
certificates and/ or depository receipts including global
certificates representing the Securities with such RESOLVED FURTHER THAT the Board and other
features and attributes as are prevalent in international designated officers of the Company be and are hereby
and/or domestic capital markets for instruments severally authorised to make all filings including as
of such nature and to provide for the tradability or regards the requisite listing application/ prospectus/
transferability thereof as per the international and/ offer document /registration statement, or any draft(s)
or domestic practices and regulations, and under the thereof, or any amendments or supplements thereof,
forms and practices prevalent in such international and of any other relevant documents with the Stock
and/ or domestic capital markets. Exchanges (in India or abroad), the RBI, the concerned
ministry in respect of foreign investment under the
RESOLVED FURTHER THAT the Company may enter into Foreign Exchange Management Act, 1999, and the
any arrangement with any agency or body for the issue, regulations and circulars issued thereunder, the SEBI,
upon conversion of the Securities, of equity shares of the Registrar of Companies and such other authorities
the Company in registered or bearer form with such or institutions in India and/or abroad for this purpose
features and attributes as are prevalent in international and to do all such acts, deeds and things as may be
capital markets for instruments of this nature and to necessary or incidental to give effect to the resolutions
provide for the tradability or free transferability thereof above and the Common Seal of the Company be affixed
as per the international practices and/or domestic wherever necessary.
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Adani Green Energy Limited
RESOLVED FURTHER THAT such of these Securities as 5. Shareholders seeking any information with regard
are not subscribed may be disposed off by the Board to accounts are requested to write to the Company
in its absolute discretion in such manner, as the Board atleast 10 days before the meeting so as to enable the
may deem fit and as permissible by law. management to keep the information ready.
RESOLVED FURTHER THAT the Board be and is hereby 6. All documents referred to in the accompanying notice
authorised to delegate all or any of its powers conferred and explanatory statement will be kept open for
by this resolution on it, to any Committee of directors or inspection at the Registered Office of Company on all
Directors or any other officer of the Company, in order working days between 11.00 a.m. to 1.00 p.m. prior to
to give effect to the above resolutions. date of Annual General Meeting.
RESOLVED FURTHER THAT all actions taken by the 7. Members are requested to bring their copy of Annual
Board in connection with any matter referred to or Report at the meeting.
contemplated in any of the foregoing resolutions are
hereby approved, ratified and confirmed in all respects.” 8. Members holding the shares in physical mode are
requested to notify immediately the change of their
Date : May 15, 2019 By order of the Board address and bank particulars to the R & T Agent of
Place : New Delhi the Company. In case shares held in dematerialized
Regd. Office: "Adani House", form, the information regarding change of address and
Near Mithakhali Six Roads, bank particulars should be given to their respective
Depository Participant.
Navrangpura, Pragnesh Darji
Ahmedabad - 380 009 Company Secretary
9. In terms of Section 72 of the Companies Act, 2013,
Gujarat, India.
nomination facility is available to individual shareholders
CIN : U40106GJ2015PLC082007
holding shares in the physical form. The shareholders
who are desirous of availing this facility, may kindly
NOTES:
write to Company's R & T Agent for nomination form by
1. A MEMBER ENTITLED TO ATTEND AND VOTE AT
quoting their folio number.
THE MEETING IS ENTITLED TO APPOINT A PROXY
TO ATTEND AND VOTE INSTEAD OF HIMSELF/
10. The route map showing directions to reach the venue of
HERSELF. THE PROXY NEED NOT BE A MEMBER.
the fourth AGM is annexed.
A person can act as proxy on behalf of members not
exceeding fifty (50) and holding in the aggregate not 11. Process and manner for members opting for voting
more than ten percent of the total share capital of through Electronic means:
the Company. A member holding more than ten percent
of the total share capital of the Company carrying i. In compliance with the provisions of Section 108
voting rights may appoint a single person as proxy and of the Act read with Rule 20 of the Companies
such person shall not act as a proxy for any other person (Management and Administration) Rules, 2014
or shareholder. as amended and Regulation 44 of the SEBI
(Listing Obligations and Disclosure Requirements)
2. THE INSTRUMENT APPOINTING PROXY SHOULD
Regulations, 2015, the Company is pleased to offer
HOWEVER BE DEPOSITED AT THE REGISTERED
the facility of voting through electronic means
OFFICE OF THE COMPANY NOT LATER THAN
and the business set out in the Notice above may
48 HOURS BEFORE THE COMMENCEMENT
be transacted through such electronic voting.
OF THE MEETING.
The facility of voting through electronic means is
3. Information regarding appointment/re-appointment provided through the e-voting platform of National
of Directors and Explanatory Statement in respect of Securities Depository Limited (“remote e-voting”).
special businesses to be transacted pursuant to Section
102 of the Companies Act, 2013 is annexed hereto. ii. Members whose names are recorded in the Register
of Members or in the Register of Beneficial Owners
4. The Register of members and share transfer books of maintained by the Depositories as on the Cut-off
the Company will remain closed from Wednesday, July date i.e. Wednesday, July 31, 2019, shall be entitled
31, 2019 to Wednesday, August 07, 2019 (both days to avail the facility of remote e-voting as well as
inclusive) for the purpose of Annual General Meeting.
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Annual Report 2018-19
voting at the AGM. Any recipient of the Notice, ix. The procedure and instructions for remote e-voting
who has no voting rights as on the Cut-off date, are, as follows:
shall treat this Notice as intimation only.
Step 1: Visit the e-Voting website of NSDL. Open
web browser by typing the following URL:
iii. A person who has acquired the shares and has
https://www.evoting.nsdl.com/ either on
become a member of the Company after the
a Personal Computer or on a mobile.
despatch of the Notice of the AGM and prior to
the Cut-off date i.e. Wednesday, July 31, 2019,
Step 2: Once the home page of e-Voting system is
shall be entitled to exercise his/her vote either
launched, click on the icon “Login” which
electronically i.e. remote e-voting or through the
is available under ‘Shareholders’ section.
Poll Paper at the AGM by following the procedure
mentioned in this part.
Step 3: A new screen will open. You will have to
enter your User ID, your Password and a
iv. The remote e-voting will commence on Saturday,
Verification Code as shown on the screen.
August 03, 2019 at 9.00 a.m. and will end on
Tuesday, August 06, 2019 at 5.00 p.m. During
Alternatively, if you are registered for
this period, the members of the Company holding
NSDL eservices i.e. IDEAS, you can log-in
shares either in physical form or in demat form as
at https://eservices.nsdl.com/ with your
on the Cut-off date i.e. Wednesday, July 31, 2019,
existing IDEAS login. Once you log-in to
may cast their vote electronically. The members
NSDL eservices after using your log-in
will not be able to cast their vote electronically
credentials, click on e-Voting and you
beyond the date and time mentioned above and
can proceed to Step 2 i.e. Cast your vote
the remote e-voting module shall be disabled for
electronically.
voting by NSDL thereafter.
Step 4: Your User ID details are given below :
v. Once the vote on a resolution is cast by the
member, he/ she shall not be allowed to change it
Manner of holding shares i.e.
subsequently or cast the vote again. Demat (NSDL or CDSL) or Your User ID is:
Physical
vi. The facility for voting through Ballot Paper would a) For Members who 8 Character DP
be made available at the AGM and the members hold shares in demat ID followed by 8
attending the meeting who have not already cast account with NSDL. Digit Client ID
their votes by remote e-voting shall be able to For example if your DP ID
exercise their right at the meeting through Poll is IN300*** and Client ID is
Paper. The members who have already cast their 12****** then your user ID
vote by remote e-voting prior to the meeting, may is IN300***12******.
also attend the Meeting, but shall not be entitled b) For Members who 16 Digit Beneficiary ID
to cast their vote again. hold shares in demat For example if your
account with CDSL. Beneficiary ID is
vii. The voting rights of the members shall be in 12************** then your
proportion to their share in the paid up equity user ID is 12**************
share capital of the Company as on the Cut-off c) For Members holding EVEN Number followed by
date i.e. Wednesday, July 31, 2019. shares in Physical Form. Folio Number registered
with the company
viii. The Company has appointed CS Chirag Shah, For example if folio
Practising Company Secretary (Membership No. number is 001*** and
FCS: 5545; CP No: 3498), to act as the Scrutinizer EVEN is 101456 then user
for conducting the remote e-voting process as well ID is 101456001***
as the voting through Poll Paper at the AGM, in a
fair and transparent manner.
231
Adani Green Energy Limited
Step 5: Your password details are given below: b) Physical User Reset Password?”
(If you are holding shares in
(a) If you are already registered for e-Voting, physical mode) option available on
then you can user your existing password www.evoting.nsdl.com.
to login and cast your vote.
c) If you are still unable to get the
(b) If you are using NSDL e-Voting system password by aforesaid two options, you
for the first time, you will need to can send a request at evoting@nsdl.
retrieve the ‘initial password’ which was co.in mentioning your demat account
communicated to you. Once you retrieve number/folio number, your PAN, your
your ‘initial password’, you need to enter name and your registered address.
the ‘initial password’ and the system will
force you to change your password. Step 7: After entering your password, tick on
Agree to “Terms and Conditions” by
(c) How to retrieve your ‘initial password’? selecting on the check box.
(i) If your email ID is registered in your Step 8: Now, you will have to click on
demat account or with the company, “Login” button.
your ‘initial password’ is communicated
to you on your email ID. Trace the Step 9: After you click on the “Login” button,
email sent to you from NSDL from your Home page of e-Voting will open.
mailbox. Open the email and open the
attachment i.e. a .pdf file. Open the .pdf Step 10: After click on Active Voting Cycles, you
file. The password to open the .pdf file is will be able to see all the companies
your 8 digit client ID for NSDL account, “EVEN” in which you are holding shares
last 8 digits of client ID for CDSL and whose voting cycle is in active status.
account or folio number for shares held
in physical form. The .pdf file contains Step 11: Select “EVEN” of company for which you
your ‘User ID’ and your ‘initial password’. wish to cast your vote.
(ii) If your email ID is not registered, your Step 12: Now you are ready for e-Voting as the
‘initial password’ is communicated to Voting page opens.
you on your postal address.
Step 13: Cast your vote by selecting appropriate
Step 6: If you are unable to retrieve or have not options i.e. assent or dissent, verify/
received the “Initial password” or have modify the number of shares for
forgotten your password: which you wish to cast your vote
and click on “Submit” and also
a) Click on “Forgot User Details/Password?” “Confirm” when prompted.
(If you are holding shares in your demat
account with NSDL or CDSL) option Step 14: Upon confirmation, the message “Vote
available on www.evoting.nsdl.com. cast successfully” will be displayed.
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Annual Report 2018-19
Step 15: You can also take the printout of the communicated to the Stock Exchanges where the
votes cast by you by clicking on the print shares of the Company are listed.
option on the confirmation page.
xi. In case of any queries, you may refer the Frequently
Step 16: Once you confirm your vote on the Asked Questions (FAQs) for Shareholders and
resolution, you will not be allowed to e-voting user manual for Shareholders available
modify your vote. at the download section of www.evoting.nsdl.com
or call on toll free no.: 1800-222-990 or send a
x. The results declared along with the Scrutinizer's request at [email protected].
Report shall be placed on the Company's website
www.adanigreenenergy.com within three days of
the passing of the Resolutions at the 4th Annual
General Meeting of the Company and shall also be
Contact Details:
Company : Adani Green Energy Limited
Regd. Office: "Adani House ", Nr. Mithakhali
Six Roads, Navrangpura,
Ahmedabad-380 009, Gujarat, India
CIN: U40106GJ2015PLC082007
E-mail IDs: [email protected]
Registrar and Transfer Agent : Link Intime India Private Limited
C-101, 247 Park, L.B.S Marg, Vikhroli (W), Mumbai – 400 083
Tel: +91-82916 79403
e-Voting Agency : National Securities Depository Limited
E-mail ID: [email protected]
Phone : 1800-222-990
Scrutinizer : CS Chirag Shah
Practising Company Secretary
E-mail ID: [email protected]
233
Adani Green Energy Limited
ANNEXURE TO NOTICE
EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013
Mr. Sandeep Singhi is not disqualified from being appointed 2. Date of commencement of commercial production:
as Director in terms of Section 164 of the Act and has given The Wind Power project of the Company was
his consent to act as Director. commissioned on March 26, 2016.
In compliance with the provisions of Section 149 read with 3. Financial performance based on given indicators:
Schedule IV of the Act, the appointment of Mr. Sandeep
Singhi as an Independent Director is now being placed Standalone Financial Results:
before the Members for their approval. (Rs. in Lakhs except EPS)
Particulars 2018-19 2017-18
The terms and conditions for appointment of Mr. Sandeep Profit (Loss) after Tax (3,498.38) 4,621.51
Singhi as an Independent Director of the Company shall Net Worth (including balance in 1,40,881.57 1,44,390.61
be open for inspection by the members at the Registered Profit & Loss Account)
Office of the Company during normal business hours on Earnings Per Share (0.32) (0.30)
any working day.
Turnover 31,812.67 1,71,875.87
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Annual Report 2018-19
4. Foreign investments or collaboration, if any: provisions of the Companies Act, 2013, as applicable
from time to time.
For details of investment made by the Company, please
refer the schedule no. 5 of the Standalone Balance In the event of absence or inadequacy of profits of
sheet forming part of the Annual Report for 2018-19 the Company in any financial year, Mr. Sagar R. Adani
being sent along with this Notice. will be entitled to receive the remuneration, perquisites
and benefits as aforesaid, subject to the compliance
As on March 31, 2019, the Shareholding of Foreign with the applicable provisions of Schedule V of
Portfolio Investors, Foreign Nationals and Foreign the Companies Act, 2013.
Companies, in the Company is detailed as under:
Mr. Sagar R. Adani shall not be paid any sitting fees
Particulars No. of Shares % for attending the meeting of the Board of Directors or
Foreign Promoter Bodies Corporate 26,83,46,088 17.15 Committee thereof.
Foreign Portfolio Investors 16,04,35,854 10.26
Foreign Nationals 7,610 0.00 6. Comparative remuneration profile with respect
Non Resident Indians (Repat) 9,24,662 0.06 to industry, size of the Company, profile of the
position and person:
Non Resident Indians (Non Repat) 2,85,583 0.02
The current remuneration being paid to the Executive
Total 42,99,99,797 27.49
Director (looking at the profile of the position and
person) is lower than the remuneration being paid by
The Company has not entered into any material
the Companies of comparable size in the industry in
foreign collaboration.
which the Company operates.
II. Information about the Appointee
7. Pecuniary relationship directly or indirectly with
1. Background details: the company, or relationship with the managerial
The background details and profile of Mr. Sagar R. Adani personnel, if any:
are provided in annexure to the Notice pursuant to the Mr. Sagar R. Adani is son of Mr. Rajesh S. Adani
provision of SEBI (Listing Obligations and Disclosure and nephew of Mr. Gautam S. Adani, Promoters
Requirements) Regulation, 2015 and the Secretarial of the Company.
Standard on General Meetings (“SS-2”), issued by the
Institute of Company Secretaries of India. III. Other Information
1. Reasons of loss or inadequate profits and steps taken
2. Past remuneration:
or proposed to be taken for improvement:
Mr. Sagar R. Adani was paid Rs. 50.00 Lakhs as the
The Industry in which the Company alongwith its
remuneration for the last financial year 2018-19.
Subsidiaries are operating, is very much capital intensive
and involves huge amount of investment in the fixed
3. Recognition or awards: Nil
assets. On account of this, the Company has large
amount of Depreciation being accounted in its books on
4. Job Profile and suitability:
consolidated basis. Hence, despite making cash profits
Mr. Sagar R. Adani is leading the Adani group's
in business operations, the Company earns loss, which
foray into Renewable Energy and is associated with
is notional in nature. No specific steps are required to
the Company since its Incorporation. He is responsible
take and proposed to be taken for improvement.
for achieving the group's vision. He aims to build the
group’s identity around an integrated business model,
However, the Company continues to strive for
backed by his sound understanding of new processes,
minimum cost and maximum output strategy. Further,
systems and macroeconomic issues, coupled with his
the Company on a consolidated basis, continues to
growing experience.
participate in competitive bids, which, if won, will bring
economical strength to the Company.
5. Remuneration Proposed:
It is proposed to pay Rs. 100.00 lakhs per annum
2. Expected increase in productivity and profits in
including salary, perks and other benefits with a
measurable terms:
liberty to the Board of Directors or Nomination and
The Company participates in bids / tenders floated by
Remuneration Committee to revise the remuneration
various government / semi-government authorities
without approval of Shareholders within the prescribed
to add the portfolio capacity on consolidated basis.
ceiling limit of Schedule V and other applicable
However, these bids / tenders are competitive in
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Adani Green Energy Limited
nature and hence, it is not possible to count how much Save and except the Non-Executive Directors of the Company
capacity will be added in the Company’s portfolio. and their relatives, to the extent of their share interest, if
any, in the Company, none of the Directors, Key Managerial
IV. Disclosures: Personnel of the Company or their relatives, is concerned or
interested in the resolution set out at Item No. 6 above.
The disclosures as required on all elements of
remuneration package such as salary, benefits, bonuses, For Item No. 7:
pensions, details of fixed components and performance The Company proposes to have flexibility to infuse additional
linked incentives along with performance criteria, capital, to tap capital markets and to raise additional long
service contract details, notice period, severance fees, term resources, if necessary in order to sustain rapid growth
etc. have been made in the Boards’ Report under the in the business, for business expansion and to improve
heading “Corporate Governance Report” forming part of the financial leveraging strength of the Company. The
the Annual Report for 2018-19. proposed resolution seeks the enabling authorization of the
members to the Board of Directors (hereinafter referred to
The Board of Directors felt that it is in interest of as “Board” which term shall include any committee thereof)
the Company to avail services of Mr. Sagar R. Adani to raise funds to the extent of Rs. 5,000 Crores (Rupees
as an Executive Director of the Company. He is not Five Thousand Crores Only) or its equivalent in any one or
disqualified from being appointed as Director in terms more currencies, in one or more tranches, in such form, on
of Section 164 of the Act. such terms, in such manner, at such price and at such time
as may be considered appropriate by the Board (inclusive at
The Board of Directors recommends the said resolution such premium as may be determined) by way of issuance
for your approval. of equity shares of the Company (“Equity Shares”) and/or
any instruments or securities including Global Depository
Except Mr. Gautam S. Adani, Mr. Rajesh S. Adani, Receipts (“GDRs”) and/or American Depository Receipts
Mr. Sagar R. Adani and their relatives, none of the (“ADRs”) and/or convertible preference shares and/or
other Directors or Key Managerial Personnel or their convertible debentures (compulsorily and/or optionally,
relatives is, in anyway, concerned or interested in the fully and/or partly) and/or non-convertible debentures (or
said resolution. other securities) with warrants, and/or warrants with a right
exercisable by the warrant holder to exchange or convert
This along with the relevant resolution, may be such warrants with equity shares of the Company at a later
treated as an Abstract pursuant to Section 190 of date simultaneously with the issue of Foreign Currency
the Companies Act, 2013. Convertible Bonds (“FCCBs”) and/or Foreign Currency
Exchangeable Bonds (“FCEBs”) and/or any other permitted
For Item No. 6:
fully and/or partly paid securities / instruments / warrants,
The members may please be informed that the Non-Executive
convertible into or exchangeable for equity shares at the
Directors have been spending considerable time and efforts
option of the Company and/or holder(s) of the security(ies)
in discharging their responsibilities and also contributing to
and/or securities linked to equity shares (hereinafter
the overall performance and progress made by the Company.
collectively referred to as “Securities”), in registered or bearer
In recognition of their contribution, the resolution proposes
form, secured or unsecured, listed on a recognized stock
to seek approval of members in accordance with Section
exchange in India or abroad whether rupee denominated
197 of the Companies Act, 2013 (“Act”) in order to pay
or denominated in foreign currency by way of private
commission to non-executive director(s). The Board of
placement or otherwise.
Directors will determine each year the specific amount to be
paid as commission to the Non-Executive Director(s), which
The Special Resolution also seeks to empower the Board
shall not exceed 1% of the net profits of the Company for
to undertake a qualified institutions placement (“QIP”)
that year, as computed in the manner referred to in Section
with qualified institutional buyers (“QIBs”) as defined by
198 of the Act.
SEBI under Issue of Capital and Disclosure Requirements
Regulations, 2009. The Board may in their discretion adopt
The payment of commission would be in addition to the
this mechanism as prescribed under Chapter VIII of the SEBI
sitting fees payable for attending meetings of Board and
(Issue of Capital and Disclosure Requirements) Regulations,
Committees thereof, if any.
2009 (“ICDR Regulations”). Further in case the Company
decides to issue eligible securities within the meaning of
The Board of Directors, therefore. recommends the
Chapter VIII of the ICDR Regulations to QIBs, it will be subject
resolution set out in item no. 6 for your approval as an
to the provisions of Chapter VIII of the ICDR Regulations as
ordinary resolution.
amended from time to time. The aforesaid securities can be
issued at a price after taking into consideration the pricing
236
Annual Report 2018-19
formula prescribed in Chapter VIII of the ICDR Regulations. The Equity shares, which would be allotted, shall rank in
Allotment of securities issued pursuant to Chapter VIII of all respects pari passu with the existing Equity Shares of
ICDR Regulations shall be completed within twelve months the Company, except as may be provided otherwise under
from the date of passing of the resolution under Section 42 the terms of issue/offering and in the offer document and/or
and 62 of the Companies Act, 2013. This Special Resolution offer letter and/or offering circular and/or listing particulars.
gives (a) adequate flexibility and discretion to the Board
to finalise the terms of the issue, in consultation with the The Board recommends the said resolution for your approval.
lead managers, underwriters, legal advisors and experts or
such other authority or authorities as need to be consulted None of the Directors or any key managerial personnel or
including in relation to the pricing of the issue of Securities any relative of any of the Directors of the Company or the
which will be a free market pricing and may be at premium or relatives of any key managerial personnel is, in anyway,
discount to the market price in accordance with the normal concerned or interested in the above resolution.
practice and (b) powers to issue and market any securities
issued including the power to issue such Securities in such Date : May 15, 2019 By order of the Board
tranche or tranches with/without voting rights or with Place : New Delhi
differential voting rights. Regd. Office: "Adani House",
Near Mithakhali Six Roads,
The detailed terms and conditions for the issue of Securities
Navrangpura, Pragnesh Darji
will be determined in consultation with the advisors, and such
New Delhi - 380 009 Company Secretary
Authority/Authorities as may be required to be consulted by
the Company considering the prevailing market conditions Gujarat, India.
and other relevant factors. CIN : U40106GJ2015PLC082007
237
Adani Green Energy Limited
238
Annual Report 2018-19
Age, Date of
Name of the companies in Name of committees in which he/she holds
Name of Birth Nature of expertise in specific
Qualification which he holds directorship as membership/ chairmanship as on March 31,
Director (No. of functional areas
on March 31, 2019 2019
Shares held)
Mr. Sandeep 53 years LLB Mr. Sandeep Singhi is • Gujarat Ambuja SINTEX PLASTICS
Singhi2 06/04/1966 Science Graduate and Law Exports Limited4 TECHNOLOGY LIMITED4
(NIL) Graduate by qualification • The Sandesh Limited4 • Audit Committee (Member)
and is Senior Partner of • Sintex Plastics • Nomination and Remuneration
Singhi & Co., Advocates & Technology Limited4 Committee (Member)
Notary, Ahmedabad. He has • Sintex-BAPL Limited
over 27 years of experience • Adani Green THE SANDESH LIMITED4
in legal field. He is enrolled Energy Limited4 • Audit Committee (Member)
as an Advocate with the • Nomination and Remuneration
Bar Council of Gujarat since Committee (Member)
1989 and also as a member • Stakeholders Relationship
of the International Bar Committee (Member)
Association.
Mr. Sagar R. 25 years Degree in Mr. Sagar R. Adani is leading • Adani Capital NIL
Adani3 23/03/1994 Economics the Adani group's foray into Private Limited
(NIL) Renewable Energy and • Adani Finserve
is associated with Adani Private Limited
Green Energy Limited since • Adani Housing Finance
its Incorporation. At Adani Private Limited
Green Energy Limited, he • Adani Electricity
is responsible for achieving Mumbai Limited
the group's vision. He aims • Adani Green
to build the group’s identity Energy Limited4
around an integrated
business model, backed by
his sound understanding
of new processes, systems,
and macroeconomic issues,
coupled with his growing
experience. Mr. Sagar R.
Adani holds a degree in
Economics from Brown
University, USA.
1. Individual Capacity
2. Appointed w.e.f. October 29, 2018
3. Appointed w.e.f. October 31, 2018
4. Listed Companies
For other details such as number of meetings of the board attended during the year, remuneration drawn and relationship
with other directors and key managerial personnel in respect of above directors, please refer to the Directors’ Report.
239
Adani Green Energy Limited
Dr
.V
ikr
am
Sa
ra
bh
ai
M
ar
g
(A
m
ba
wa
di Panjarapole
-II Cross Road
M
-A
Ro
ad
)
Sahajanand
College Kamdhenu
Complex Am
ba
Venue Distance from w
ad
Railway Station 8 km approx i(
1.
6
Airport 14 km approx. km
)
Adani Green Energy Limited
Regd. Office: “Adani House”, Nr. Mithakhali Six Roads,
Navrangpura, Ahmedabad-380 009, Gujarat, India
CIN: U40106GJ2015PLC082007
Form No. MGT-11
Proxy Form
[Pursuant to section 105(6) of the Companies Act, 2013 and rule 19(3) of the Companies
(Management and Administration) Rules, 2014]
CIN : U40106GJ2015PLC082007
Registered Address :
Email ID :
Folio No/Client ID :
DP ID :
I/We, being the member(s) holding ......................................................................shares of the above named Company hereby appoint:
1. Name :_______________________________________________________________________________________________________________
Address :_______________________________________________________________________________________________________________
E-mail ID :_______________________________________________________________________________________________________________
2. Name :_______________________________________________________________________________________________________________
Address :_______________________________________________________________________________________________________________
E-mail ID :_______________________________________________________________________________________________________________
3. Name :_______________________________________________________________________________________________________________
Address :_______________________________________________________________________________________________________________
E-mail ID :_______________________________________________________________________________________________________________
as my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at 4th Annual General Meeting of the Company, to
be held on Wednesday, the 7th day of August, 2019 at 10.30 a.m. at H. T. Parekh Hall AMA Complex, ATIRA, Dr. Vikram Sarabhai
Marg, Ahmedabad - 380 015, Gujarat. and at any adjournment thereof in respect of such resolutions as are indicated below:
Ordinary Business:
1. Adoption of audited financial statements (including consolidated financial statements) for the financial year ended March
31, 2019 (Ordinary Resolution)
2. Re-appointment of Mr. Rajesh S. Adani (DIN: 00006322), as a Director of the Company who retires by rotation (Ordinary
Resolution)
Special Business:
3. Appointment of Mr. Sandeep Singhi (DIN: 01211070), as an Independent Director (Ordinary Resolution).
5. Appointment of Mr. Sagar R. Adani (DIN: 07626229), as an Executive Director of the Company (Special Resolution).
6. Approval for payment of commission to Non-Executive Directors of the Company (Ordinary Resolution).
7. Approval of offer or invitation to subscribe to Securities for an amount not exceeding ` 5,000 crores (Special Resolution).
Note: This form of proxy in order to be effective should be duly completed and deposited at the Registered Office of the Company not less than 48 hours
before the commencement of the Meeting.
Adani Green Energy Limited
Regd. Office: “Adani House”, Nr. Mithakhali Six Roads,
Navrangpura, Ahmedabad-380 009, Gujarat, India
CIN: U40106GJ2015PLC082007
Attendance Slip
Name of Proxy________________________________________________________________________________________________________________
(To be filled in if Proxy Form has been duly deposited with the Company)
I hereby record my presence at the 4th Annual General Meeting held at H. T. Parekh Hall, AMA Complex, ATIRA, Dr. Vikram
Sarabhai Marg, Ahmedabad - 380 015, Gujarat on Wednesday, August 07, 2019 at 10.30 a.m.
P: +91-79-2555 9439
www.adanigreenenergy.com
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