ADANI POWER LIMITED

CODE OF CONDUCT

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 TABLE OF CONTENTS

Sr. Particulars Page Nos.

No.
1. Applicability 3

2. Objective 3

3. Regulatory framework 3

4. Definitions 3

5. Guidelines for conduct 4

6. Conflict of interest 6

- Corporate Business Opportunities

- Payments or gifts from others
- Company property
- Confidential information

7. Non-compliance of the code 7

8. Certification of compliance of code of conduct 7

9. Amendment and waiver of the Code 7

10. Duties of Independent Directors 7

11. Annexure – 1: Annual Compliance Report 11

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1. APPLICABILITY

This Code of Conduct is applicable to the following persons -

- All the members of the Board of Directors &

- All the members of the Senior Management of the Company.

2. OBJECTIVE

The objective of the Code is to maintain standards of business conduct of the

Company and ensure compliance with Applicable Laws. Towards this end, the Code
lays down standards and values which can enhance the image of the Company and
set the standards for business transactions and also deter wrongdoing in all
business related activities.

3. REGULATORY FRAMEWORK

This Code is formulated in line with the requirement of Regulation 17(5) of

Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 read with Schedule IV of Companies Act, 2013 on
Code for Independent Directors.

All members of the Board of Directors and Senior Management of the Company are
committed to comply with all those acts, rules and regulations that govern the
conduct of the Company.

4. DEFINITIONS

In this Code, unless the context otherwise requires:

1. “Act” shall mean the Companies Act 2013 and the rules made thereunder,
including any modifications, amendments, or re-enactment thereof.

2. “Applicable Laws” shall mean the Companies Act, 2013 and the rules made
thereunder, the Securities and Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations, 2015; as amended from time to
time.

3. “Board or Board of Directors” shall mean all the members of the Board of
Directors of the Company.

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 4. “Code” shall mean this Code of Conduct for Board of Directors and Senior
Management Personnel of the Company and as may be amended from time to
time.

5. “Company” shall mean Adani Power Limited and its Subsidiaries.

6. “SEBI Regulations” shall mean the Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations, 2015 together
with the circulars issued thereunder, including any statutory modification(s) or
re-enactment(s) thereof for the time being in force.

7. “Senior Management” shall mean officers/personnel of the listed entity who

are members of its core management team, excluding board of directors and,
shall also comprise all the members of the management one level below the
chief executive officer/managing director/whole time director/manager
(including chief executive officer/manager, in case they are not part of the
board) and shall specifically include the functional heads, by whatever name
called and the company secretary and the chief financial officer.

5. GUIDELINES FOR CONDUCT

The Code expects all the members of the Board of Directors and Senior Management
of the Company to act in accordance with the highest standards of personal and
professional integrity, honesty and ethical conduct. They should act with
competence and diligence, without allowing their independent judgement to be
subordinated. Every member of the Board of Directors and Senior Management of
the Company has an obligation, at all times, to comply with the spirit, as well as the
letter, of the Applicable Laws and of the principles of this Code.
Every member of the Board of Directors of the Company should –
• Act in accordance with the Articles of Association of the Company.
• Act in good faith in order to promote the objects of the Company for the benefit
of its members as a whole and in the best interests of the Company, its
employees, the shareholders, the community and for the protection of
environment.

• Exercise his / her duties with due and reasonable care, skill and diligence and
shall exercise independent judgement.

• Not involve in a situation in which he / she may have a direct or indirect interest

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 that conflicts, or possibly may conflict, with the interest of the Company.

• Not achieve or attempt to achieve any undue gain or advantage either to himself
or to his relatives, partners, or associates and if such director is found guilty of
making any undue gain, he / she shall be liable to pay an amount equal to that
gain to the Company.

• Not assign his / her office and any assignment so made shall be void.

• Dedicate sufficient time, energy and attention to the Company to ensure diligent
performance of his/her duties, including preparing for meetings and decision-
making by reviewing in advance any materials distributed and making reasonable
inquiries.

• Where a decision is not unanimous, a dissenting Director may disclose the fact
that he/she dissented.

Every member of Board of Directors of the Company and Senior Management of

the Company should -

• Seek to comply with all Corporate Policies.

• Conduct themselves in a professional, courteous and respectful manner.

• Act in a manner to enhance and maintain the reputation of the Company.

• Respect the confidentiality of information relating to the affairs of the Company

acquired in the course of their service except when authorized or legally required
to disclose such information.

• Not use confidential information acquired in the course of their service for their
personal advantage.

BOARD STRUCTURE

Board Size

The size of the Board shall be as per the Memorandum and Articles of
Association of the Company read with Act and SEBI Regulations and such other
laws/ regulations in force for the time being, to the extent applicable to the

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 Company.

The Board should have an optimum number of executive and non-executive

directors and not less than 50% of the Board should consist of the Independent
Directors as per the provisions of the Act and the SEBI Regulations.

Meeting attendance

The Board shall meet at least four times a year and Board members are expected
to attend all Board meetings. Each Board member should attend at least one
Board meeting in a year. The Company shall make arrangements to enable
Directors’ participation virtually, through Video conferencing and any other
audio-visual means.

Quorum of Meetings

The quorum for every Board meeting shall be one-third of its total strength or
three directors, whichever is higher.

6. CONFLICT OF INTEREST

All the members of the Board of Directors and Senior Management of the Company
are expected to dedicate their best efforts to advance the Company’s interests and
to make decisions that affect the Company based on the Company’s best interests
and independent of outside influences.
A conflict of interest occurs when a director’s/member’s of Senior Management
private interest interferes in any way, or even appears to interfere, with the interest
of the Company as a whole.

Directors and members of Senior Management of the Company should avoid

conflicts of interests with the Company. Any situation that involves, or may
reasonably be expected to involve, a conflict of interest with the Company shall be
disclosed promptly to the Company Secretary of the Company.
A. Corporate Business Opportunities:
A corporate business opportunity is an opportunity (1) in the Company’s line of
business or proposed expansion or diversification, (2) which the Company is
financially able to undertake and (3) which may be of interest to the Company.
A director or member of Senior Management of the Company, who learns of such
a corporate business opportunity and who wishes to participate in it should

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 disclose the opportunity to the Board of Directors. If the Board of Directors
determines that the Company does not have an actual or expected interest in
the opportunity, then, and only then, may the director or member of Senior
Management of the Company participate in it, provided that the
director/member of Senior Management of the Company has not wrongfully
utilized the Company's resources in order to acquire the opportunity.
Directors/members of Senior Management of the Company owe a duty to the
Company to advance the Company's interests when the opportunity to do so
arises. Directors/members of Senior Management of the Company may not: (a)
take for themselves opportunities that are discovered through the use of
Company property or information or through the director's position; (b) use the
Company's property or information or the director's position for personal gain; or
(c) compete with the Company, directly or indirectly, for business opportunities
that the Company is pursuing.

B. Payments or gifts from others:

Directors and members of Senior Management of the Company and their
immediate families may not accept gifts from persons or firms who deal with the
Company where the gift is being made in order to directly or indirectly, influence
any business decision, any act or failure to act, any commitment of fraud or
opportunity for the commitment of any fraud.
C. Company Property
Directors and members of the Senior Management have a responsibility to
safeguard and properly use the Company’s assets and resources, as well as
assets of other organizations that have been entrusted to the Company. Except
as specifically authorized, Company assets, including Company equipment,
materials, resources and proprietary information, must be used for the
Company’s business purposes only.

D. Confidential information

Directors and members of the Senior Management of the Company should

maintain the confidentiality of information entrusted to them by the Company.

The Company’s confidential and proprietary information shall not be

inappropriately disclosed or used for the personal gain or advantage of the
director or anyone other than the Company.

Confidential information includes all non-public information that might be of use

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 to competitors or harmful to the Company or its customers, if disclosed.

7. NON-COMPLIANCE OF THE CODE

Suspected violations of this Code must be reported to the Chairman of the Board or
the Chairman of the Audit Committee. All reported violations would be appropriately
investigated.

8. CERTIFICATION OF COMPLIANCE OF CODE OF CONDUCT

The members of the Board and the Senior Management of APL shall affirm the
compliance with the code on annual basis. The Annual Compliance Report shall be
forwarded to the Company Secretary of the Company, in the form annexed hereto
as Annexure - 1. The Annual Report of the Company shall carry a declaration to this
effect duly signed by the Managing Director or CEO of the company.

9. AMENDMENT AND WAIVER OF THE CODE

Any amendment or waiver of any provision of this Code must be approved in writing
by the Company’s Board of Directors and promptly disclosed on the Company’s web
site.

To the extent any change/amendment is required in the Code in terms of any

Applicable Laws or otherwise, the Board of Directors of the Company shall be
authorised to review and amend the Code, to give effect to any such
changes/amendments. Such amended Code shall be placed before the Board for
noting and necessary ratification at its subsequent meeting.

10. DUTIES OF INDEPENDENT DIRECTORS

The Code is a guide to professional conduct for independent directors. Adherence

to these standards by independent directors and fulfilment of their responsibilities
in a professional and faithful manner will promote confidence of the investment
community, particularly minority shareholders, regulators, and companies in the
institution of independent directors. The Independent directors shall –

1. undertake appropriate induction and regularly update and refresh their skills,
knowledge and familiarity with the company;

2. seek appropriate clarification or amplification of information and, where

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 necessary, take and follow appropriate professional advice and opinion of
outside experts at the expense of the company;

3. strive to attend all meetings of the Board of Directors and of the Board
committees of which he is a member;

4. participate constructively and actively in the committees of the Board in which

they are chairpersons or members;

5. strive to attend the general meetings of the company;

6. where they have concerns about the running of the company or a proposed
action, ensure that these are addressed by the Board and, to the extent that they
are not resolved, insist that their concerns are recorded in the minutes of the
Board meeting;

7. keep themselves well informed about the company and the external environment
in which it operates;

8. not to unfairly obstruct the functioning of an otherwise proper Board or

committee of the Board;

9. pay sufficient attention and ensure that adequate deliberations are held before
approving related party transactions and assure themselves that the same are in
the interest of the company;

10. ascertain and ensure that the company has an adequate and functional vigil
mechanism and to ensure that the interests of a person who uses such
mechanism are not prejudicially affected on account of such use;

11. report concerns about unethical behaviour, actual or suspected fraud or

violation of the company’s code of conduct or ethics policy;

12. act within their authority, assist in protecting the legitimate interests of the
company, shareholders and its employees;

13. not disclose confidential information, including commercial secrets,

technologies, advertising and sales promotion plans, unpublished price sensitive
information, unless such disclosure is expressly approved by the Board or
required by law;

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14. In addition, the Independent Directors shall also abide by the provisions of the
“Code for Independent Directors” as provided in Schedule IV of the Companies
Act, 2013.

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 Annexure – 1

Adani Power Limited

Code of Conduct for Board Members and Senior Management Personnel

Annual Compliance Report

To,

The Company Secretary,

Adani Power Limited
Ahmedabad

I,……………………………………………………………… hereby confirm that I have read the Code of

Conduct applicable to Directors and Senior Management of the Company and that
I have complied with the requirements of the same during the period ……………………….
to ………………………………

Signature : ………………………………
Name : ………………………………
Designation : ………………………………

Date : ………………………………
Place : ………………………………

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