CF1 Assignment Group-3 (Adani Green Energy Ltd)

Evaluate your company on their corporate governance

1. How many directors- 8 (Gautam Adani-C, Rajesh Adani D, Sagar R Adani ED, Vneet
Jain MD, Dinesh Kanabar IND, Romesh Sobti IND, IND, Ahlem Friga Noy (Nominee
and NED, Raminder singh IND)
Mr. Sandeep Singhi, Independent
Director
(upto November 10, 2022)
Dr. Poornima Advani, Independent
Director
(upto April 01, 2023)

Analysis- AGEL has total 8 no of BODs which is a good size to run the 8000 Cr turnover
company.

2. How many of them are independent- 4 ( Dinesh Kanabar IND, Romesh Sobti IND, Ahlem
friga, IND, Raminder singh IND)
 Analysis- AGEL has total 4 no of Independent BODs which is good division. Also all I-
BODs are non-executive and mostly bank and finance related which is a good thing in view
of individual shareholder as Non-executive BODs responsibilities include monitoring
executive directors and acting in the interest of the company stakeholders.

3. How many BoD meetings took place- 6 in FY 22-23

It’s a good number of FY meeting to raise the concern by individual of institutional
shareholders.
AGM are conductiin through video session due to post covid situation and venue remained
AGEL Head office Gujarat. E ovting has been done for the recommendation approval from
shareholders through NSDL E voting portal

4. How many meetings did each attend?

 Break-up of independent and insiders

5. Can you find out how independent the directors really are?
 Their linked-in profiles may give an idea
 How many other boards they sit on?
o Data collected from MCA Website (Ministry of Corporate Affairs) & Annual
Report (Pg.154)
Pg-184

https://www.mca.gov.in/mcafoportal/showdirectorMasterData.do
Dinesh- CEO Dhruva advisor LLP
Dr. Poornima Advani - LLP

6. Who is the Chairman? Any relationship with the CEO?

- Gautam Adani & No information
- Mr. Vneet S. Jaain(MD & CEO) does not have any relationship
any other Directors, Promoters and managerial
personnel.
- Except Mr. Gautam S. Adani, Mr. Rajesh S. Adani,
Mr. Sagar R. Adani and their relatives, none of
the other Directors or Key Managerial Personnel
or their relatives is, in anyway, concerned or
interested in the resolution for re-appointment of
Mr. Sagar R. Adani as an Executive Director.
- Except Mr. Vneet S. Jaain and his relatives, none of
the other Directors or Key Managerial Personnel
or their relatives is, in anyway, concerned or
interested in the resolution for change in the
designation of Mr. Vneet S. Jaain from Managing
Director & Chief Executive Officer to Managing
Director.
Pg-596(Annual Report 2022-23)

7. No information is also information

8. Any news items about confrontations/unanimous decisions?

- Hindenburg report on Adani Group - https://hindenburgresearch.com/adani/
 - S&P Global placing the ESG evaluation of Adani Transmission “under review” earlier this
year
- JPMorgan’s investment arm completely wiping Adani from its ESG portfolios
( https://www.forbes.com/sites/siladityaray/2023/05/09/adani-firms-dropped-from-un-
backed-list-of-green-firms-in-latest-blow/?sh=7a3ab2a92567 )
- Andhra Pradesh: CPI activists demand JPC probe into Adani row
https://www.thehindu.com/news/national/andhra-pradesh/andhra-pradesh-cpi-activists-demand-
jpc-probe-into-adani-row/article66494333.ece
- SumOfUs, an activist group that runs digital campaigns intended to apply pressure to powerful
corporations, sent a letter to executives at some of the largest bond buyers — including BlackRock
Inc., Pacific Investment Management Co. and Invesco Ltd. — urging them not to participate in new
bond deals from the group and to divest from Adani firms. Adani’s empire, largely built on coal
mining, “has come at the cost of human rights violations and environmental destruction
https://www.livemint.com/news/world/activists-ask-bondholders-to-stop-funding-adani-s-coal-
empire-11675107317987.html
- Sebi Banned Promoters of Adani due to Stock Manupulation (
https://www.livemint.com/Money/hdvM3XcmtsTebYHK3mXyXJ/Adani-Group-promoters-banned-
from-stock-market.html )

https://economictimes.indiatimes.com/adani-enterprises-falls-10-after-sebi-bans-
promoters/articleshow/2082566.cms?from=mdr

9. Are there takeover defenses?

Potential conflicts of interest
1. Look at top shareholders (managers/govt./other insiders)
2. Size of block-holders’ holding

3. Do the current block-holders have a history of being active investors or passive?

-
4. Does government hold too much power?
- No, it have only <0.1% central & state govt shareholding in Adani Green Energy, even
after including LIC & SBI shareholdings it still remains below 5% which is quite less to
influence the decision in the company
5. Do labour unions hold too much power?
- No, there is no recognized labour union
6. How many classes of shares are there?
- Only 1 (recheck)
7. Is it a group company?
- Yes, under Adani Group

8. Control structures (cross-holdings/self-holdings/shell companies)

 Are the cross-holdings by group companies?
- Yes
9. Length of manager tenure
10. Does auditor provide services other than auditing?
11. Is the auditor report qualified?
12. How frequently is auditor rotated?
13. How many committees on board? Are the composed of independent directors?
14. Are the members/chairman of following committees independent?
 Audit
  Nomination and Remuneration
15. Are there any influential individuals on board? (e.g. Buffet/Jobs)
16. Do founders still hang on? (They may make emotional decisions)