Governance
ndependent Directors on the Board
Women Directors
Average tenure of Independent Directors
Average age of Board of Directors
Directors with > 20 years of experience
Statutory and Non-Statutory Committees chaired by Independent Directors
Board meetings held during the year with 92% average attendance (minimum requirement: 40%)
The Board's composition complies with the guidelines outlined in the Companies Act, 2013, the SEBI Listing Regulations, and other applicable statutory requirements.
The Company’s Board is well-balanced with an optimal mix of Executive and Non-Executive Directors with diverse skills, knowledge and experience. As of March 31, 2025, there are total 10 Directors on the Board including 1 Independent Woman Director.
Groundbreaking Ceremony by Honourable Minister of Petroleum & Natural Gas, Baksa, Assam
The Company follows a one-tier Board system, with the Board of Directors at the helm of the corporate governance. Board has formally approved the constitution of statutory and non-statutory committees, with dedicated role and responsibilities to handle specific business functions. The Board is committed to conducting Company’s business operations based on the tenets of courage, trust and commitment, upholding the highest standards of ethics and integrity.
The Chair of the highest governance body is distinct from the senior executive leadership within the organisation.
The Board of Directors is responsible for providing strategic direction, overseeing Company’s business strategies, ensuring integrity and accountability, and safeguarding stakeholders’ interests. The Board also guides and oversees the execution of Company’s business plan to achieve organisational goals ensuring, compliance with legal and statutory requirements.
The specialised statutory and non-statutory committees guide the management in conducting business operations in line with corporate governance and sustainability policies, while ensuring compliance with all the applicable laws and regulations.
The Company has implemented a robust sustainability governance structure to manage its impact on the economy, climate, environment and people. The Board has entrusted its Corporate Responsibility Committee (CRC), comprising 100% Independent Directors, with the development and implementation of sustainability and social responsibility policies and initiatives. The Committee is also responsible for reviewing ATGL’s stakeholder engagement plan, Annual Integrated Report, sustainability-related publications and providing assurance to the Board on sustainability matters. Please refer to the CRC Charter available on Company’s Website.
The Board meets annually, to review and approve the sustainability strategic plan for the upcoming financial year. This process includes setting ESG targets, finalising environmental and climate-related initiatives, and other financial aspects of the plan, including climate-related investments.
ATGL offers an extensive orientation and ongoing education programme for incoming Board members, to familiarise them with the Adani Group's ethos, ATGL's historical evolution, critical achievements, structural intricacies, business modalities, and operational arenas. Additionally, the programme imparts specialised risk management instructions, enhancing Board’s understanding of Company’s strategic objectives and risk mitigation frameworks. For more details, visit the Directors-Familiarisation- Programme on our website. In FY 2024-25, five capacity building and awareness sessions were conducted to enhance the knowledge and skills of our Board.
For ESG upskilling, we engaged a leading ESG practitioner from one of the largest global law firms, covering the following topics:
Board of Directors were trained on ESG topics
The Directors of the Company are appointed/ reappointed by the Board based on the recommendation of the Nomination and Remuneration Committee and approval of the shareholders at the General Meeting(s) or through means of Postal Ballot.
The compensation of the Board, Key Management Personnel and Senior Management is in line with our Remuneration Policy and applicable laws, maintaining an optimal remuneration structure, based on the periodic performance review and achievements of the goals. We do not involve external consultants in determining the remuneration for the Board and Key Management Personnel. The remuneration of VPs and above, is discussed in the Nomination and Remuneration Committee, during their joining or increment process. While we offer sign-on bonuses and termination payments, ATGL does not have a Clawback policy.
The Nomination and Remuneration Committee has devised a performance evaluation criterion for the Board, its committees and individual Directors, to facilitate regular self-assessment.
ATGL undertakes an independent external review of the Board’s performance annually to strengthen governance protocols. For the fiscal period ending March 31, 2025, the evaluation was independently conducted by Institute of Directors, India, a leading third-party organisation. The evaluation involved comprehensive discussions, effectiveness assessment questionnaire and focussed dialogues, delving into nuanced dynamics of the Board, scrutinising aspects such as Board composition, strategic participation, quality of discourse, leadership efficacy, and overall organisational vitality. The Board subsequently deliberated upon the findings of the review, leading to consensus-driven initiatives to optimise Board’s performance.
Our comprehensive framework of policies on corporate governance, environment and social responsibility helps us adopt high standards of governance, while transcending beyond the legal and statutory compliance requirements. These policies are developed internally, reviewed by the Board Committees and approved by our Board. Its implementation across the business operations is ensured by the ATGL’s management. We communicate these policies to our employees through mailers, training and awareness sessions while suppliers and business partners are informed at the time of onboarding and signing business contracts.
India Energy Week, New Delhi - 2025
Our Human Rights Policy inscribes our commitment towards safeguarding and promoting the human rights of all those associated with us. Our human rights approach is rooted in globally recognised standards and frameworks, with emphasis on conducting human rights due diligence, along with training and awarenesses initiatives for our employees and business partners.
| Particulars | Percentage of Individuals Trained |
|---|---|
| Governance Body Members | 100% |
| Senior Management | 100% |
| Full-time Employees (other than governance bodies and senior management) | 100% |
| Business Partners | 100% |
We have formally implemented a vigil/whistleblower mechanism under our Whistleblower Policy, enabling all employees and Directors to freely report any actual or suspected breach of code and serious irregularities in the system. The policy ensures protection against reprisals or unfair treatment, with the Audit Committee / Vigilance and Ethics Officer overseeing the investigation and taking required actions on the substantiated complaints.
ATGL provides formal channels to all its employees, workers, suppliers, business partners, communities and other stakeholders to raise their concerns to us and seek effective resolution. We respect their perspectives and integrate their considerations into our decision-making processes.
Read more under BRSR
Principle 5 for human rights grievance
Principle 3 for employees and workers grievance
Principle 8 on community grievance
Principle 9 for consumer grievance
| Incidents of Breach | Number of Breaches in FY 2024-25 |
|---|---|
| Corruption or Bribery | Nil |
| Discrimination/Harassment | Nil |
| Customer Privacy Data | Nil |
| Conflicts of Interest | Nil |
In FY 2024-25, there were zero political contributions or spending directed towards political campaigns, political organisations, lobbyists or lobbying organisations, trade associations and other tax-exempt groups.
There was no monetary value of financial assistance received by the Company from any government during the reporting period, including tax reliefs, subsidies, grants, awards, royalty holidays, financial assistance from ECAs, financial incentives or any other financial benefits. There is no presence of government in the shareholding structure of the Company.
CGD Representatives visit at ATGL – SOUL, Integrated Digital Platform, Ahmedabad
ATGL has adopted a Cybersecurity Policy and Data Privacy Policy to ensure integrity and confidentiality of its cyber and information assets. We have also initiated the process for implementation of ISO 27001 Security Standards and target to achieve the certification in FY 2025-26.
ATGL’s Board is responsible to oversee organisation’s preparedness to respond to cyber risks and ensure compliance with applicable statutory and legal requirements.
Employees trained on cybersecurity and data privacy policy through e-Vidyalaya, in FY 2024-25
To respond to the emerging cyber threats effectively and enhance our regulatory compliance, we have implemented several measures, including regular vulnerability assessments, security audits, employee training on best practices, and the adoption of advanced technologies such as encryption and multi-factor authentication.
