CF1 Assignment Group 3 18.03.2024
CF1 Assignment Group 3 18.03.2024
Board Composition and Independence: The composition of the board of directors and the
presence of independent directors are crucial for ensuring unbiased decision-making.
Transparency and Disclosure: Small shareholders rely on clear and accurate information to
make informed investment decisions. AGEL's performance in these areas will be reviewed.
Minority Shareholder Rights: The report will examine how AGEL protects voting rights
and ensures fair treatment for all shareholders, regardless of investment size.
With a locked-in growth trajectory up to 20.4 Gigawatt (GW), AGEL currently has an
operating renewable portfolio of 8.4 GW, the largest in India, spread across 12 states,
offsetting over 41 million tonnes of CO2 emissions cumulatively. AGEL is credited with
developing several landmark renewable energy power plants, the latest being the world’s
largest wind-solar hybrid power cluster of 2,140 Megawatt (MW) in Jaisalmer, Rajasthan.
The company has set a target of 45 GW by 2030 aligned to India’s decarbonization goals.
AGEL is focused on leveraging technology to reduce the Levelized Cost of Energy (LCOE)
in pursuit of enabling largescale adoption of affordable clean energy. AGEL’s operating
portfolio is certified ‘water positive for plants of more than 200 MW capacity’, ‘single-use
plastic free’ and ‘zero waste-to-landfill’, a testament to the company’s commitment of
powering sustainable growth.
Board of Directors
1. Mr Gautam S Adani (Chairman and Non-Executive Director) since 23rd Jan 2015.
2. Mr Rajesh S Adani (Non-Independent and Non-Executive Director) since 23 rd Jan
2015.
3. Mr Sagar R Adani (Executive Director) since 31st Oct 2018.
4. Mr Vineet S. Jain (Managing Director and CEO) since 10th Oct 2020.
5. Mr Raminder Singh Gujral (Independent and Non-Executive Director) since 10 Th July
2020
6. Mr Dinesh Kanabar (Independent and Non-Executive Director) since 5th Jan 2021.
7. Mrs Ahlem Friga Noy (Nominee and Non-Executive Director) since 27th July 2022.
8. Mr Romesh Sobti (Independent and Non-Executive Director) Since 20th Sept 2021.
9. Dr. Poornima Advani (Independent Director) since 7th Aug 2019.
10. Mr. Sandeep Singhi (Independent Director up to 10th Nov 2022)
11. Mr. Jose Ignacio Sanz Saiz (Nominee and Non-Executive Director up to July 27,
2022)
12. Mr. Sunil Mehta (Independent Director effective November 10, 2022 up to February
24, 2023)
Analysis: AGEL has total 9 no of BODs which is an optimal size of board and good for
overall productivity in decision making. However, AGEL has adjusted the Board
members and lower down to 8 members. 2 Independent directors and 1 Nominee directors
retired in FY 22-23 which raised the concern about the internal politics. All three directors
of were part of various committees also.
Dr. Poornima Advani, Independent director, also left the AGEL in Q1 FY23-24. She was
the chairperson of CSR committee, Risk Management & Stakeholder’s Relationship
committee.
The below mentioned are the core expertise of Board directors.
Independent Directors- In FY 22-23, There are total 5 no of Independent directors in
Board. 55% strength of independent directors is good in view of small holders security
and protection.
5 4
Independent Non-
Independent
Having 5 out of 9 board members as independent directors is a positive sign for the
protection of small shareholders at Adani Green Energy Limited (AGEL).
AGM are conducting through video session due to post covid situation and venue
remained AGEL Head office Gujarat. E voting/Poll/Postal ballot have been done for the
recommendation approval from shareholders through NSDL E voting portal.
B. Nomination and Remuneration Committee: All the members of the Nomination and
Remuneration Committee (NRC) are Independent and Nominee Director.
The details of the NRC meetings attended by its members during FY 2022-23, are given
below:
The details of SRC Meetings attended by its members during FY 2022-23 are given
below:
E. Risk Management Committee (“RMC”): The details of RMC meetings attended by its
members during FY 2022-23 are given below:
II. Other Non-Statutory Committees
A. Corporate Responsibility Committee
B. Information Technology & Data Security (Subcommittee of RMC)
C. Mergers & Acquisitions Committee (Subcommittee of RMC)
D. Legal, Regulatory & Tax Committee (Subcommittee of RMC)
E. Reputation Risk Committee (Sub-committee of RMC)
Summary:
Conclusion: This report evaluated Adani Green Energy Limited's (AGEL) corporate
governance practices in FY 22-23, focusing on how they safeguard the interests of small
shareholders. While some positive aspects exist, such as a strong majority of independent
directors and a well-defined committee structure, certain areas raise concerns about
potential conflicts of interest and transparency limitations.
Key Findings
Board Composition: AGEL's board has a positive aspect with 6 out of 9 directors
being independent (FY 22-23). However, frequent changes in board composition,
including the departure of independent and nominee directors, raise concerns about
stability and continuity.
Transparency and Disclosure: AGEL publishes annual reports and conducts board
meetings regularly. However, the back-to-back holding of AGEL's AGM with other
group companies on the same day raises questions about accessibility for small
shareholders.
Audit: The use of the same statutory auditor, M/s Dharmesh Parikh & Co LLP, since
incorporation (2015), raises concerns about potential limitations on audit
independence, as recommended by regulatory bodies. The qualified audit opinion in
FY 22-23 further highlights this concern.
While AGEL demonstrates some positive steps towards good corporate governance, there is
room for improvement to fully address the concerns of small shareholders. Implementing the
recommendations above can enhance transparency, strengthen oversight, and ultimately
foster a more secure environment for all investors.
(Adani Green energy, FY 22-23)
References
Adani Green energy. (FY 22-23). Annua Report. AGEL.