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Adani Green Energy Ltd (ADANIGREEN) -BSE
1134.65 13.05 (1.16%) 22-Sep-2021 |10:11
PREV.CLOSE OPEN PRICE HIGH(Rs) LOW(Rs) VOLUME(Rs) 52AVG.RANGE MARKET CAP(Rs.Cr) P/E Div Yield (%) Eps (Rs)
1121.6 1148.7 1164.2 1123.95 13198 1394 - 558.95 175419.84 0 0 1.76
Directors Report

Dear Shareholders,

Your Directors are pleased to present the 6th Annual Report along with the audited financial statements of your Company for the financial year ended on March 31, 2021.

Financial Performance:

The audited financial statements of the Company as on March 31, 2021 are prepared in accordance with the relevant applicable IND AS and Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations")and provisions of the Companies Act, 2013 ("Act").

The summarized financial highlight is depicted below:

Particulars

Consolidated

Standalone

2020-21 2019-20 2020-21 2019-20
Revenue from operations 3,124 2,549 2,473 1,247
Other Income 475 80 533 333
Total Income 3,599 2,629 3,006 1,580
Purchase of Stock in Trade 528 462 4,409 1,370
Changes in inventories 96 19 (2,014) (165)
Employee Benefit Expenses 38 107 16 29
Depreciation and Amortisation Expenses 486 394 4 3
Finance Cost 1,953 995 257 214
Other Expenses 227 511 33 54
Total Expenditure 3,328 2,488 2,705 1,505
Profit / (Loss) before exceptional items and tax 271 141 301 75
Exceptional items 84 191 122 -
Profit / (Loss) before tax 187 (50) 423 75
Tax Expense 11 11 59 (59)
Profit / (Loss) before share in Joint Venture and tax 176 (61) 364 134
Share of Profit / (Loss) from Joint Venture (net of tax) 6 (7) - -
Net Profit / (Loss) for the year 182 (68) 364 134
Other Comprehensive income / (loss) (net of tax) (18) 50 1 (1)
Total Comprehensive Income / (loss) for the year 164 (18) 365 133

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

Performance Highlights:

Consolidated Financial Performance of the Company: Your Company has recorded total income to the tune of H3,599 Crores during the financial year 202021 compared to H2,629 Crores in the corresponding previous financial year.

During the year, your Company generated earnings before interest, depreciation and tax (EBIDTA) of H 2,710 Crores compared to H 1,530 Crores in the previous year.

Net profit for the financial year 2020-21 is H 182 Crores as compared to Loss of H 68 Crores in the previous financial year, Earnings per share stood at H 0.68 on face value of H 10/- each.

Operational Highlights:

Your Company is a part of India based Adani Group and has one of the largest global renewable portfolio of 19,340 MW of operational projects, underconstruction projects and projects where AGEL has emerged as L1 bidder. The company develops, builds, owns, operates and maintains utility-scale grid-connected solar and wind farm projects. Key customers of your Company AGEL include the National Thermal Power Corporation (NTPC), Solar Energy Corporation of India (SECI) and various state discoms. Earlier this year, Mercom Capital, the US- based think tank, ranked your Company as the #1 global solar power generation asset owner.

Standalone Financial Performance:

Your Company has recorded total income to the tune of H3,006 Crores during the financial year 202021 compared to H1,580 Crores in the corresponding previous financial year.

During the year, your Company generated earnings before interest, depreciation and tax (EBIDTA) of H562 Crores as compared to H292 Crores in the previous year.

Net profit for the financial year 2020-21 is H364 Crores as compared to profit of H134 Crores in the previous financial year.

Earnings per share stood at H1.93 on face value of H10/- each.

Organisational Initiatives in response to COVID-19 situation

Due to outbreak of COVID-19 globally and in India, the Group management had made initial assessment of impact on business and financial risk on account of COVID-19, Considering that the Group is in the business of Generation of power which is considered to be essential service, the management believes that the impact of this outbreak on the business and financial position of the Group is not significant. The management does not see any risks in the Group's ability to continue as a going concern and meeting its liabilities as and when they fall due.

Share Capital:

During the year under review, there was no change in Authorised, Issued, Subscribed and Paid-up Share Capital of the Company. The Company has not issued any equity shares with differential rights during the year.

Dividend:

The Board of Directors of your company, after considering holistically the relevant circumstances and keeping in view the tremendous growth opportunities that your company is currently engaged with, has decided that it would be prudent not to recommend any Dividend for the year under review.

Fixed Deposits:

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

Particulars of loans, guarantees or investments:

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

Subsidiaries, Joint Ventures and Associate Companies:

Your Company has 116 (direct and indirect) subsidiaries, associates and 1 Joint Venture as on March 31, 2021.

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

Associate Companies and LLPs:

Formation / Acquisition of Subsidiary / Associate /

Joint Venture Companies:

1. Adani Green Energy Twenty Four A Limited(Wholly- owned Subsidiary of Adani Renewable Energy Holding Four Limited, which is a Wholly-owned Subsidiary of the Company)

2. Adani Green Energy Twenty Four B Limited(Wholly- owned Subsidiary of Adani Renewable Energy Holding Four Limited, which is a Wholly-owned Subsidiary of the Company)

3. Adani Green Energy Twenty Four C Limited(Wholly- owned Subsidiary of Adani Renewable Energy Holding Four Limited, which is a Wholly-owned Subsidiary of the Company)

4. Adani Green Energy Twenty Five A Limited(Wholly- owned Subsidiary of Adani Renewable Energy Holding Four Limited, which is a Wholly-owned Subsidiary of the Company)

5. Adani Green Energy Twenty Five B Limited(Wholly- owned Subsidiary of Adani Renewable Energy Holding Four Limited, which is a Wholly-owned Subsidiary of the Company)

6. Adani Green Energy Twenty Five C Limited(Wholly- owned Subsidiary of Adani Renewable Energy Holding Four Limited, which is a Wholly-owned Subsidiary of the Company)

7. Adani Green Energy Twenty Six A Limited(Wholly- owned Subsidiary of Adani Renewable Energy Holding Four Limited, which is a Wholly-owned Subsidiary of the Company)

8. Adani Green Energy Twenty Six B Limited(Wholly- owned Subsidiary of Adani Renewable Energy Holding Four Limited, which is a Wholly-owned Subsidiary of the Company)

9. Adani Green Energy Twenty Six C Limited(Wholly- owned Subsidiary of Adani Renewable Energy Holding Four Limited, which is a Wholly-owned Subsidiary of the Company)

10. Adani Green Energy Twenty Seven A Limited(Wholly-owned Subsidiary of Adani Renewable Energy Holding Four Limited, which is a Wholly-owned Subsidiary of the Company)

11. Adani Green Energy Twenty Seven B Limited(Wholly-owned Subsidiary of Adani Renewable Energy Holding Four Limited, which is a Wholly-owned Subsidiary of the Company)

12. Adani Green Energy Twenty Seven C Limited(Wholly-owned Subsidiary of Adani Renewable Energy Holding Four Limited, which is

a Wholly-owned Subsidiary of the Company)

13. Adani Renewable Energy One Limited(Wholly- owned Subsidiary of Adani Renewable Energy Holding Nine Limited, which is a Wholly-owned Subsidiary of the Company)

14. Adani Renewable Energy Two Limited(Wholly- owned Subsidiary of Adani Renewable Energy Holding Nine Limited, which is a Wholly-owned Subsidiary of the Company)

15. Adani Renewable Energy Three Limited(Wholly- owned Subsidiary of Adani Renewable Energy Holding Nine Limited, which is a Wholly-owned Subsidiary of the Company)

16. Adani Renewable Energy Four Limited(Wholly- owned Subsidiary of Adani Renewable Energy Holding Nine Limited, which is a Wholly-owned Subsidiary of the Company)

17. Adani Renewable Energy Five Limited(Wholly- owned Subsidiary of Adani Renewable Energy Holding Nine Limited, which is a Wholly-owned Subsidiary of the Company)

18. Adani Renewable Energy Six Limited (Wholly- owned Subsidiary of Adani Renewable Energy Holding Nine Limited, which is a Wholly-owned Subsidiary of the Company)

19. Adani Renewable Energy Nine Limited(Wholly- owned Subsidiary of Adani Renewable Energy Holding Nine Limited, which is a Wholly-owned Subsidiary of the Company)

20. Adani Renewable Energy Ten Limited(Wholly- owned Subsidiary of Adani Renewable Energy Holding Nine Limited, which is a Wholly-owned Subsidiary of the Company)

21. Adani Renewable Energy Eleven Limited(Wholly- owned Subsidiary of Adani Renewable Energy Holding Nine Limited, which is a Wholly-owned Subsidiary of the Company)

22. Adani Renewable Energy Seven Limited(Wholly- owned Subsidiary of Adani Renewable Energy Holding Fifteen Limited, which is a Wholly-owned Subsidiary of the Company)

23. Adani Renewable Energy Eight Seven Limited(Wholly-owned Subsidiary of Adani Renewable Energy Holding Fifteen Limited, which is a Wholly-owned Subsidiary of the Company)

24. Adani Solar Energy AP One Limited(Wholly- owned Subsidiary of Adani Renewable Energy Holding Twelve Limited, which is a Wholly-owned Subsidiary of the Company)

25. Adani Solar Energy AP Two Limited(Wholly- owned Subsidiary of Adani Renewable Energy Holding Twelve Limited, which is a Wholly-owned Subsidiary of the Company)

26. Adani Solar Energy AP Three Limited(Wholly- owned Subsidiary of Adani Renewable Energy Holding Twelve Limited, which is a Wholly-owned Subsidiary of the Company)

27. Adani Solar Energy AP Four Limited(WhoMy- owned Subsidiary of Adani Renewable Energy Holding Twelve Limited, which is a Wholly-owned Subsidiary of the Company)

28. Adani Solar Energy AP Five Limited(WhoMy- owned Subsidiary of Adani Renewable Energy Holding Twelve Limited, which is a Wholly-owned Subsidiary of the Company)

29. Dinkar Technologies Private Limited (Wholly- owned Subsidiary of the Company)

30. Surajkiran Solar Technologies Private Limited (Wholly-owned Subsidiary of the Company)

31. Surajkiran Renewable Resources Private Limited (Wholly-owned Subsidiary of the Company)

32. Spinel Energy & Infrastructure Limited (Wholly- owned Subsidiary of the Company)

During the year under review, your Company has entered into a Joint Venture Agreement dated April 03, 2020 with Total Solar Singapore Pte Ltd ("Total"), to record the terms and conditions for (i) regulating the operation and management of the JV Company; (ii) governing the relationship between the Company and Total; (iii) certain rights and obligations of the Company and Total in relation to the JV Company. The JV Company owns 2,353 MW operational Solar Power Project. The Company and Total, both, own 50% shareholding of the JV Company. Adani Green Energy Twenty Three Limited ("AGE23L"), which was Wholly-owned Subsidiary of your Company was made Joint Venture Company. Thus, your Company's shareholding in AGE23L was reduced to 50%.

During the year under review, following Companies were acquired by / transferred to AGE23L:

1. Adani Green Energy (Tamilnadu) Limited ("AGETNL") (Wholly-owned Subsidiary of AGE23L)

2. Kamuthi Renewable Energy Limited (Wholly- owned Subsidiary of AGETNL)

3. Ramnad Renewable Energy Limited (Wholly- owned Subsidiary of AGETNL)

4. Kamuthi Solar Power Limited (Wholly-owned Subsidiary of AGETNL)

5. Ramnad Solar Power Limited (Wholly-owned Subsidiary of AGETNL)

6. Adani Green Energy (UP) Limited (Wholly-owned Subsidiary of AGE23L)

7. Adani Renewable Energy (RJ) Limited (Wholly- owned Subsidiary of AGE23L)

8. Kodangal Solar Parks Private Limited (Wholly- owned Subsidiary of AGE23L)

9. Parampujya Solar Energy Private Limited ("PSEPL") (Wholly-owned Subsidiary of AGE23L)

10. Wardha Solar (Maharashtra) Private Limited (Wholly-owned Subsidiary of PSEPL)

11. Prayatna Developers Private Limited (Wholly- owned Subsidiary of AGE23L)

12. Adani Renewable Energy Holding Ten Limited ("AREH10L") (Wholly-owned Subsidiary of AGE23L)

13. KN Indi Vijayapura Solar Energy Private Limited (Wholly-owned Subsidiary of AREH10L)

14. KN Muddebihal Solar Energy Private Limited (Wholly-owned Subsidiary of AREH10L)

15. KN Sindagi Solar Energy Private Limited (Wholly- owned Subsidiary of AREH10L)

16. Essel Gulbarga Solar Power Private Limited (Wholly-owned Subsidiary of AREH10L)

17. Essel Bagalkot Solar Energy Private Limited (Wholly-owned Subsidiary of AREH10L)

18. Essel Urja Private Limited (Wholly-owned Subsidiary of AREH10L)

19. PN Clean Energy Limited (Wholly-owned Subsidiary of AREH10L)

20. PN Renewable Energy Limited (Wholly-owned Subsidiary of AREH10L)

21. TN Urja Private Limited (Wholly-owned Subsidiary of AREH10L)

22. KN Bijapura Solar Energy Private Limited (Wholly- owned Subsidiary of AREH10L)

Further, the Company has also agreed to acquire 150

MW power projects from INOX, which are subject to compliance of several conditions as per respective PPAs and share purchase agreements.

Cessation of Subsidiary Companies:

1. Sigurd Solar LLC (Wholly-owned Subsidiary of Adani Solar USA Inc., in which Company owned 51%)

There has been no material change in the nature of the business of the subsidiaries,

Pursuant to the provisions of Section 129, 134 and 136 of the Act read with rules made thereunder and Regulation 33 of the Listing Regulations, the Company has prepared consolidated financial statements of the Company and its subsidiaries and a separate statement containing the salient features of financial statement of subsidiaries, joint ventures and associates in Form AOC-1 forms part of this Annual Report.

The annual financial statements and related detailed information of the subsidiary companies shall be made available to the shareholders of the holding and subsidiary companies seeking such information on all working days during business hours. The financial statements of the subsidiary companies shall also be kept for inspection by any shareholder/s during working hours at the Company's registered office and that of the respective subsidiary companies concerned. In accordance with Section 136 of the Companies Act, 2013, the audited financial statements,including consolidated financial statements and related information of the Company and audited accounts of each of its subsidiaries, are available on our website, www.adanigreenenergy. com. Details of developments of subsidiaries of the Company are covered in the Management's Discussion and Analysis Report which forms part of this Report.

Directors and Key Managerial Personnel: Director retiring by rotation

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

During the year under review Dr. Raaj Kumar Sah, Independent Director and Mr. Jayant Parimal, Chief Executive Officer of the Company, had resigned with effect from January 05, 2021 and July 10, 2020, respectively. The Board places on record its sincere appreciation for the valuable services and guidance rendered by them during their tenure.

Mr. Reminder Singh Gujral (DIN: 07175393) and Mr. Dinesh Kanabar (DIN: 00003252) were appointed as Additional Directors (Non-Executive &Independent Director) of the Company, with effect from July 10, 2020 and January 05, 2021, respectively. As Additional Directors, they will hold office upto ensuing Annual General Meeting. The Company has received notice from a member under Section 160 of the Companies Act, 2013 proposing their appointment as Director of the Company.

In accordance with the provisions of Section 149 of the Companies Act, 2013, Mr. Raminder Singh Gujral and Mr. Dinesh Kanabar are being appointed as Independent Directors to hold office as per their tenure of appointment as mentioned in the Notice of the ensuing Annual General Meeting of the Company.

Mr. Jose Ignacio Sanz Saiz (DIN: 08705604) was appointed as an Additional Director (Non-Executive& Nominee) of the Company, with effect from February 03, 2021. As an Additional Director, he will hold office upto ensuing Annual General Meeting. The Company has received notice from a member under Section 160 of the Companies Act, 2013 proposing his appointment as Director of the Company.

Mr. Vneet S. Jaain, Managing Director & Chief Executive Officer (DIN: 00053906) of the Company was appointed as an Additional Director and Managing Director& Chief Executive Officer of the Company for a period of five years w.e.f July 10, 2020 subject to the approval of shareholders of the Company.

Pursuant to the provisions of Section 149 of the Companies Act, 2013, Dr. Poornima Advani was appointed as Independent Director at the Annual General Meeting of the Company held on June 25, 2020. The terms and conditions of appointment of

Independent Directors are as per Schedule IV of the Act.

Mr. Kaushal Shah was appointed as a Chief Financial Officer and Key Managerial Personnel of the Company with effect from February 03, 2021.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed in Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations and there has been no change in the circumstances which may affect their status as independent director during the year.

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

Brief details of Directors proposed to be appointed / re-appointed as required under Regulation 36 of the SEBI (Listing Obligations and Disclosure Requirements)Regulations, 2015 is provided in the Notice of the Annual General Meeting.

Currently, the promoter group of the Company is holding 56.29% equity stake of the Company which is within the statutory limits as prescribed by Securities and Exchange Board of India. Further, the composition of the board of directors of the Company comprises judicial mix of 2 (Two) Promoter Directors, 2 (Two) Executive Directors including 1 (One) professional Managing Director and CEO, 4 (Four) independent directors and 1 (One) Nominee Director. The Company is also in the process of appointing one more Independent Director on the Board. The ownership and board governance structure(s) of the Company are independent to each other and the functioning of the Board as a collective body is primarily driven by theory of fiduciary duties of director thereby ensuring effectively protecting the interests of minority shareholders and long term value creation for its stakeholders,

Directors' Responsibility Statement:

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

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

b. that such accounting policies have been selected and applied consistently and judgements and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period;

c. that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

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

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

Number of Board Meetings:

The Board of Directors met 5 (five) times during the year under review. The details of board meetings and the attendance of the Directors are provided in the Corporate Governance Report which forms part of this Report.

Independent Directors and their Meeting: The Independent Directors met on March 30, 2021, without the attendance of Non-Independent Directors and members of the Management. The Independent Directors reviewed the performance of Non-Independent Directors and the Board as a whole; the performance of the Chairman of the Company,taking into account the views of Executive Directors and Non-Executive Directors and assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

Board Evaluation:

The Board adopted a formal mechanism for evaluating its performance and as well as that of its Committees and individual Directors, including the Chairman of the Board. The exercise was carried out through a structure devaluation process covering various aspects of the Boards functioning such as composition of the Board & committees,experience & competencies, performance of specific duties& obligations, contribution at the meetings and otherwise,independent judgment, governance issues etc.

Policies

The updated policies adopted by the Company as per statutory and governance requirements are uploaded on website of the Company at https:// www.adanigreenenergy.com/investors/corporate- governance.

Policy on Directors' Appointment and Remuneration:

The Company's policy on directors' appointment and remuneration and other matters provided in Section 178(3) of the Act is available on the website of the

Company at http://www.adanigreenenergy.com/ investor/investordownload

Internal Financial control system and their adequacy:

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

Risk Management:

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

Committees of Board:

Details of various committees constituted by the Board of Directors as per the provisions of the SEBI Listing Regulations and Companies Act, 2013 are given in the Corporate Governance Report which forms part of this report,

Sustainability and Corporate Social Responsibility Committee:

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

This is the second year that the Company has combined both the reports into one, presenting financial and non-financial metrics in an integrated report, for a more holistic picture of Company's purpose, performance and prospects,

Corporate Governance and Management Discussion and Analysis Report:

Separate reports on Corporate Governance compliance and Management Discussion and Analysis as stipulated by the SEBI Listing Regulations forms part of this Annual Report along with the required Certificate from a Practising Company Secretary regarding compliance of the conditions of Corporate Governance as stipulated,

In compliance with Corporate Governance requirements as per the SEBI Listing Regulations, your Company has formulated and implemented a Code of Business Conduct and Ethics for all Board members and senior management personnel of the Company, who have affirmed the compliance thereto,

Business Responsibility Report:

The Business Responsibility Report for the year ended March 31,2021 as stipulated under Regulation 34 of Listing Regulations is annexed which forms part of this Annual Report,

Prevention of Sexual Harassment at Workplace:

As per the requirement of The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 and rules made thereunder, your Company has constituted Internal Complaints Committee which is responsible for redressal of complaints related to sexual harassment, During the year under review, there were no complaints pertaining to sexual harassment,

Annual Return:

Pursuant to Section 92(3) read with Section 134(3) (a) of the Act, the Annual Return as on March 31, 2021 is available on the Company's website on at

https://www,adanigreenenergy,com/-/media/Project/

GreenEnergy/Investor-Downloads/Annual-Return/

Form-MGT-7-FY-21,pdf

Related Party Transactions:

All the related party transactions entered into during the financial year were on an arm's length basis and were in the ordinary course of business, Your Company had not entered into any transactions with related parties which could be considered material in terms of Section 188 of the Companies Act, 2013, Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Companies Act, 2013 in Form AOC - 2 is not applicable,

Significant and material orders passed by the regulators or courts or tribunals impacting the going concern status of the Company:

There are no significant and material orders passed by the Regulators or Courts or Tribunals which would impact the going concern status and the Company's future operations,

Insurance:

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

Statutory Auditors & Auditors' Report: Pursuant to the provisions of Section 139 of the Act read with rules made thereunder, as amended from time to time, M/s. Dharmesh Parikh & Co. LLP, Chartered Accountants (Firm Registration No 112054W/W-100725), were appointed as statutory auditors of the Company to hold office till the conclusion of the ensuing Annual General Meeting (AGM) of the Company to be held in the calendar year 2021 and M/s. B S R & Co. LLP, Chartered Accountants (Firm Registration No.: 101248W/W-100022) were appointed as joint statutory auditors of the Company to hold office till the conclusion of the Annual General Meeting (AGM) of the Company to be held in the calendar year 2023.

M/s. Dharmesh Parikh & Co. LLP, Chartered Accountants (Firm Registration No 112054W/W- 100725), one of the joint statutory auditors of the Company, will retire at the conclusion of the ensuing Annual General Meeting and are eligible for reappointment.

The Board of Directors of the Company at their meeting held on May 05, 2021, on the recommendation of the Audit Committee, have recommended the re-appointment of M/s. Dharmesh Parikh & Co. LLP, Chartered Accountants (Firm Registration No 112054W/W-100725) as one of the joint statutory auditors of the Company to the members at the 6thAnnual General Meeting of the Company for the term of 5 years. Accordingly, a resolution proposing re-appointment of M/s. Dharmesh Parikh & Co. LLP, as joint statutory auditors of the Company for a term of five consecutive years i.e. from the conclusion of 6thAnnual General Meeting till the conclusion of 11th Annual General Meeting of the Company pursuant to Section 139 of the Companies Act, 2013, forms part of the Notice calling 6thAnnual General Meeting of the Company. In this regard, the Company has received certificate to the effect that they satisfy the criteria provided under Section 141 of the Companies Act, 2013 and that the re-appointment, if made, shall be in accordance with the applicable provisions of the Companies Act, 2013 and rules framed thereunder.

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

(Firm Registration No.: 101248W/W-100022) have tendered their resignation vide their letter dated

May 10, 2021 informing their inability to continue as the Statutory Auditors of the Company. The Audit Committee and Board at their respective meetings placed on record their appreciation to M/s. B S R & Co. LLP for their contribution to the Company with their audit processes and standards of auditing.

The Board of Directors of the Company at their meeting held on May 13, 2021, on the recommendation of the Audit Committee, have recommended the appointment of M/s. S R B C & Co. LLP, Chartered Accountant (Firm Registration No. 324982E/ E300003) as joint statutory auditors of the Company to the members at the 6th Annual General Meeting of the Company for the term of 5 years. Accordingly, a resolution proposing appointment of M/s. S R B C & Co. LLP, as joint statutory auditors of the Company for a term of five consecutive years i.e. from the conclusion of 6th Annual General Meeting till the conclusion of 11th Annual General Meeting of the Company pursuant to Section 139 of the Companies Act, 2013, forms part of the Notice calling 6th Annual General Meeting of the Company. In this regard, the Company has received certificate to the effect that they satisfy the criteria provided under Section 141 of the Companies Act, 2013 and that the appointment, if made, shall be in accordance with the applicable provisions of the Companies Act, 2013 and rules framed thereunder.

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

Secretarial Audit Report:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the rules made thereunder, the Company has re-appointed M/s. Chirag Shah & Associates, Practicing Company Secretaries to undertake the Secretarial Audit of the Company. The Secretarial Audit Report for FY 2020-21 is annexed, which forms part of this report as Annexure-A.

The Secretarial Auditors have provided for following observation in their report:

During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above except the delay in appointment of the Chief Financial Officer. The Company has appointed Chief Financial Officer w.e.f. February 03, 2021.

In compliance with the provisions of Section 204 of the Companies Act, 2013, the Company has already appointed Mr, Kaushal Shah as Chief Financial Officer of the Company w.e.f, February 03, 2021, In this connection, we would like to mention that the Company is a part of India-based Adani Group and has one of the largest global renewable portfolio with 19,340 MW of operating, under-construction, awarded and locked-in growth projects catering to investment-grade counterparties. Mercom Capital, the US-based think tank has ranked the Adani Group as the #1 global solar power generation asset owner, Looking to the complexities involved in the business operations of the Company and its continuous plans for tapping international markets for fund raising etc,, the Company extensively searched for suitable candidates having requisite qualification & experience for the post of its Chief Financial Officer, The Company had interviewed several candidates for over 12 months but couldn't found the suitable candidate, Ultimately Mr, Kaushal Shah, who was having requisite qualification & experience from within the Group, was identified for the said post and the Board, on recommendation of Nomination & Remuneration Committee, approved his appointment w,e,f, February 03, 2021, In view of above, it is submitted that the Company has adequately complied with the provisions of Section 204 of the Companies Act, 2013,

Secretarial Standards:

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

Reporting of frauds by auditors:

During the year under review, neither the statutory auditors nor the secretarial auditor has reported to the Audit Committee or the Board, under Section 143 (12) of the Act, any instances of fraud committed against the Company by its officers or employees, the details of which would need to be mentioned in the Board's Report,

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-B,

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

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo:

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Act read with rule 8 of The Companies (Accounts) Rules, 2014, as amended from time to time is annexed to this Report as Annexure -C,

Acknowledgement:

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

Your Directors wish to place on record their sincere appreciation for the dedicated efforts and consistent contribution made by the employees at all levels, to ensure that the Company continues to grow and excel,

For and on behalf of the Board of Directors
Gautam S. Adani
Place: Ahmedabad Chairman
Date: May 13, 2021 (DIN: 00006273)

   

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Policies of Globe Commodities Limited
Guidance Note on FATCA and CRS May 2016
Right and Obligation, RDD, Guidance Note in Vernacular Language - Equity | Commodity
Additional Risk Disclosure for Trading into Commodity options
In case of any grievances please write to
Investor_trading@globecapital.com /  igr@globecapital.com (For Trading)     globedp@globecapital.com (For DP)    Investor_pms@globecapital.com (For PMS)     
commigr@globecapital.com (For Commodities)
Equity SEBI Registration No INZ000177137, Exchange Registration Nos : NSE TM Code - 06637, Clearing No.- M50302|BSE Clearing No: 3179|MSEI TM Code - 1004 ,Clearing No.- 4| MCX TM No: 8091,Clearing No: 8090 | NCDEX TM No:1287, Clearing No: -M51085|ICEX TM ID-2084 | SEBI Registration for DP : IN-DP-NSDL-97-99, NSDL- DP ID: IN300966, CDSL DP ID: 12020600 | SEBI Research Analysts Registration No :INH100001187 | SEBI PMS Registration No:INP000002361 CMBPID NCL CM :- IN555502
* Through subsidiary Globe Commodities Ltd. --> Commodity SEBI Regn. No. - INZ000024939, Exchange Regn. Nos. - MCX CM ID: 8550 TM ID: 10735, NCDEX CM ID: M50011 TM ID: 00012, NMCE ID: CL0111, ICEX ID: 1009, NCDXSPOT-CR-07-10011,
** Through step in subsidiary Globe Comex International DMCC --> DGCX **TM Id.1064, CM Id.3064*
"We also do Pro-Account trading in Commodity Segment.."
"KYC is one time exercise while dealing in securities markets - once KYC is done through a SEBI registered intermediary (broker, DP, Mutual Fund etc.), you need not undergo the same process again when you approach another intermediary."
Attention Investors:
"Prevent Unauthorised transactions in your account --> Update your mobile numbers/email IDs with your Stock Brokers. Receive information of your transactions directly from Exchange on your mobile/email at the end of the day .......... Issued in the interest of investors"
"Prevent Unauthorized Transactions in your demat account --> Update your Mobile Number with your Depository Participant. Receive alerts on your Registered Mobile for all debit and other important transactions in your demat account directly from NSDL/CDSL on the same day......................issued in the interest of investors."
"No need to issue cheques by investors while subscribing to IPO. Just write the bank account number and sign in the application form to authorise your bank to make payment in case of allotment. No worries for refund as the money remains in investor's account."
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