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NOTICE
NOTICE is hereby given that Fifteenth Annual General Meeting of the Members of Adani Power Limited will be heldon Wednesday, 10
th
day of August, 2011 at 10.15 a.m. at J. B. Auditorium, AMA Complex, ATIRA, Dr. Vikram SarabhaiMarg, Ahmedabad – 380 015 to transact the following business:
Ordinar Business:
1. To receive, consider and adopt the Audited Balance Sheet as at 31
st
March, 2011, Prot and Loss Account for the
year ended on that date and the Reports of the Directors’ and Auditors’ thereon.2. To appoint a director in place of Mr. Vijay Ranchan, who retires by rotation and being eligible, offers himself for re-appointment.3. To appoint a director in place of Mr. Chinubhai R. Shah, who retires by rotation and being eligible, offers himself for re-appointment.4. To appoint M/s. Deloitte Haskins & Sells, Chartered Accountants, Ahmedabad (ICAI Reg. No. 117365W), as
 Auditors of the Company, to hold ofce from the conclusion of this Annual General Meeting until the conclusion
of the next Annual General Meeting of the Company at such remuneration as may be approved by the Board of Directors of the Company.
Special Business:
5.
To consider and if thought t, to pass with or without modication(s) if any, the following resolution as an
Ordinar Resolution:
 
“RESOLVED THAT
Mr. Ravi Sharma who was appointed as an Additional Director by the Board of Directors under section 260 of the Companies Act, 1956 and Article 77 of the Articles of Association of the Company and who holds
ofce upto the date of this Annual General Meeting be and is hereby appointed as a Director of the Company.”
6.
To consider and if thought t, to pass with or without modication(s) if any, the following resolution as an
Ordinar Resolution:
 
“RESOLVED THAT
pursuant to the provisions of Sections 198, 269, 309 and 310 read with Schedule XIII and other 
applicable provisions, if any, of the Companies Act, 1956 or any amendment or modication or any re-enactment thereof 
and subject to requisite approval, if required, consent of the Company be and is hereby accorded to the appointment of Mr. Ravi Sharma as a Whole Time Director of the Company for a period of 5 years w.e.f. 8
th
February, 2011 with paymentof remuneration upto
`
6 Crores (Rupees Six Crores only) per annum [including salary, perks, commission, incentive and
other benets including contribution to Provident Fund, Superannuation Fund, Annuity Fund, Gratuity Fund (includingany unfunded retirement benets as per the rules of the Company), overseas medical leave encashment etc.)].”
 
“RESOVED FURTHER THAT
the Board (which includes “Remuneration Committee”) be authorized to increase
remuneration payable to Mr. Ravi Sharma upto maximum limit of 25% every year over preceding year’s
remuneration.”
 
“RESOLVED FURTHER THAT
the limits stipulated herein is the maximum limits and the Board (which includes
“Remuneration Committee”) may in its absolute discretion pay a lower remuneration and revise the same from timeto time within the maximum limits as stipulated.”
 
“RESOLVED FURTHER THAT
notwithstanding anything herein contained to the contrary in the Companies Act,
1956, wherein in any nancial year Company has no prots or inadequate prot, Mr. Ravi Sharma will be paid
minimum remuneration within the ceiling limits prescribed under Schedule XIII of the Companies Act, 1956 or any
modication or re-enactment thereof.”
 
AdAni Power Limited
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“RESOLVED FURTHER THAT
in the event of any statutory amendment or modication by the Central Governmentto Schedule XIII to the Companies Act, 1956, the Board of Directors be and is hereby authorized to vary and alter 
the terms of appointment including salary, commission, perquisites, allowances etc. payable to Mr. Ravi Sharmawithin such prescribed limit or ceiling and as agreed by and between the Company and Mr. Ravi Sharma without
any further reference to the Company in General Meeting.”
 
“RESOLVED FURTHER THAT
Mr. Ravi Sharma shall not be paid any sitting fees for attending the meeting of 
Board or Committees thereof so long as he functions as Whole Time Director.”
 
“RESOLVED FURTHER THAT
Mr. Ravi Sharma shall not be liable to retire by rotation nor shall be reckoned
for determining the number of directors liable to retire by rotation, till the time he holds the ofce as Whole TimeDirector of the Company.”
 
“RESOLVED FURTHER THAT
the Board be and is hereby authorised to do all such acts, deeds, as the Boardmay, in its absolute discretion, consider necessary, expedient or desirable including power to sub-delegate, inorder to give effect to this resolution or as otherwise considered by the Board to be in the best interest of the
Company, as it may deem t.”
7.
To consider and if thought t, to pass with or without modication(s) if any, the following resolution as an Ordinary
Resolution:
 
“RESOLVED THAT
pursuant to section 16 and 94 of the Companies Act, 1956 and other applicable provisions, if any, of the Companies Act 1956, the Authorised Share Capital of the Company be increased from
`
3000,00,00,000/-(Rupees Three Thousand Crores only) consisting of 250,00,00,000 (Two Hundred & Fifty Crores) Equity shares of 
`
10/- each and 50,00,00,000 (Fifty Crores) Cumulative Compulsorily Convertible Participatory Preference Sharesof 
`
10/- each, to
`
4000,00,00,000/- (Rupees Four Thousand Crores only) consisting of 350,00,00,000 (ThreeHundred & Fifty Crores) Equity shares of 
`
10/- each and 50,00,00,000 (Fifty Crores) Cumulative CompulsorilyConvertible Participatory Preference Shares of 
`
10/- each.”
 
“RESOLVED FURTHER THAT
clause No. V of the Memorandum of Association of the Company be altered andsubstituted as under:-(V) The Authorised Share Capital of the Company is
`
4000,00,00,000 (Rupees Four Thousand Crores only) dividedas follows:(i)
`
3500,00,00,000 (Rupees Three Thousand Five Hundred Crores only) divided into 350,00,00,000(Three Hundred Fifty Crores) Equity Shares of 
`
10/- each ranking pari passu with the existing EquityShares; and(ii)
`
500,00,00,000 (Rupees Five Hundred Crores only) divided into 50,00,00,000 (Fifty Crores) CumulativeCompulsorily Convertible Participatory Preference Shares of 
`
10/- each.”
“RESOLVED FURTHER THAT
the Board of Directors be and is hereby authorized to do such acts, deeds andthings as may be deemed expedient to give effect to the above resolution.”
By order of the BoardDate: 9
th
May, 2011
Rahul C. Shah
Place: Ahmedabad Company Secretary
 
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Important Communication to Members
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 / documentsincluding Annual Report can be sent by e-mail to its members. To support this green initiative of the Governmentin full measure, members who have not registered their e-mail addresses, so far, are requested to register their e-mail addresses, in respect of electronic holding with the Depository through their concerned DepositoryParticipants.
NOTES:
1. A member entitled to attend and vote at the meeting is entitled to appoint a proxy to attend and vote instead of himself.The proxy need not be a member. The instruments appointing proxy should however be deposited at the Registered
Ofce of the Company not less than 48 hours before the commencement of the meeting.
2. The register of members and share transfer books of the Company shall remain closed from Friday, 5
th
August, 2011 toWednesday, 10
th
August, 2011 (both days inclusive) for the purpose of Annual General Meeting.3. Members are requested to notify immediately any change of address:
to their Depository Participants (DPs) in respect of their electronic share accounts; andto Registrar and Share Transfer Agent of the Company in respect of their physical shares folios along with Bank
particulars.4. All documents referred to in the accompanying notice and explanatory statement are open for inspection at the registered
ofce of the Company on all working days, except Saturdays between 11.00 a.m. to 1.00 p.m. prior to date of Annual
General Meeting.5. Members seeking any information with regard to accounts are requested to write to the Company at least 10 daysbefore the meeting so as to enable the management to keep the information ready.6. Information under Clause 49 of the listing agreement(s) regarding appointment/re-appointment of Directors andexplanatory statement pursuant to Section 173(2) of the Companies Act, 1956 in respect of special business areannexed hereto.7. Members are requested to bring their copy of Annual Report at the meeting.
8. Members who hold the shares in dematerialized form are requested to bring their Client ID and DP ID for easier identication of attendance at the AGM.
9.
The annual listing fees of all the stock exchanges where Company’s shares are listed for the year 2011-12 have been paid.
 
AdAni Power Limited
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EXPLANATORY STATEMENT PURSUANT TO SECTION 173(2) OF THE COMPANIES ACT, 1956 IN RESPECT OF
THE SPECIAL BUSINESS:
Item No. 5 & 6
Mr. Ravi Sharma, was appointed as an Additional Director of the Company with effect from 8
th
February, 2011.Pursuant to Section 260 of the Companies Act, 1956, read with Article 77 of the Articles of Association of the Company,
Mr. Ravi Sharma continues to hold ofce as an Additional Director until the conclusion of ensuing Annual General Meeting.
 As required under Section 257 of the Companies Act 1956, the Company has received a notice from a member signifyinghis intention to propose appointment of Mr. Ravi Sharma as a Director of the Company with the requisite deposit of 
`
500.
Mr. Ravi Sharma is associated with the Company since May, 2010 as Chief Executive Ofcer (CEO). He has played
vital role in development of power projects of the Company. In view of the same, the Board of Directors appointed him
as Whole Time Director for a period of 5 (ve) years w.e.f. 8
th
February, 2011.On the recommendation of the Remuneration Committee, the Board of Directors, at its meeting held on 8
th
February, 2011approved the remuneration payable to Mr. Ravi Sharma w.e.f. 8
th
February, 2011 subject to the approval of the shareholders.The brief terms regarding appointment and remuneration payable to Mr. Ravi Sharma are as follows:
Tenure :
From 8
th
February, 2011 to 7
th
February, 2016.
RemunerationI. Remuneration Payable :
From 8
th
February, 2011
II. Remuneration :
Upto
`
6 Crores (Rupees Six Crores only) per annum [including salary, perks, commission,
incentive and other benets including contribution to Provident Fund, Superannuation Fund, Annuity Fund, Gratuity Fund (including any unfunded retirement benets as per the rulesof the Company), overseas medical leave encashment etc.)]. The Board (which includes“Remuneration Committee”) is authorized to increase remuneration payable to Whole Time
Director upto maximum limit of 25% every year over preceding year’s remuneration.The limit stipulated above is the maximum limits and the Board (which includes Remuneration Committee) may in itsabsolute discretion pay a lower remuneration and revise the same from time to time.
Notwithstanding anything to the contrary herein contained, where in any nancial year during the currency of tenureof the Whole Time Director, the Company has no prots or inadequate prots, the Company will pay remuneration byway of Salary, perquisites and allowances specied above as minimum remuneration to the said Whole Time Director 
subject to the approval of Central Government or maximum limits prescribed under Schedule XIII of the Companies Act,1956 or such other limits as may be prescribed by the Government from time to time as minimum remuneration.The above remuneration payable to Mr. Ravi Sharma is subject to the condition that the total remuneration including perquisites
shall not exceed 5% of the net prots individually and 10% of the net prots collectively payable to all the Managing Director 
and Whole Time Director as calculated in accordance with section 198 and 309 of the Act or any amendment thereto or anyother provisions as applicable.Pursuant to Sections 198, 269, 309 and 310 read with Schedule XIII and other applicable provisions of the Companies Act,
1956, shareholders’ approval is sought for appointment of Mr. Ravi Sharma as Whole Time Director for period of 5 (ve)
years and payment of remuneration with effect from 8
th
February, 2011. The terms of appointment and remuneration given
herein may be xed, altered, varied and increased from time to time by the Board (which term shall be deemed to include
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