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Your Directors are pleased to present the 26th Annual Report along with the audited financial statements of your Company for the financial year ended on 31st March, 2018.
Financial Performance Summary
The summarised financial highlight is depicted below:
(Rs. in Crores)
|Total Expenditure other than Financial Costs and Depreciation||34,982.07||34,679.13||8,923.72||7,208.39|
|Profit before Depreciation, Finance Costs and Tax||3,002.30||2,663.49||1,242.70||1,258.11|
|Depreciation, Amortisation and Impairment Expense||814.57||315.46||87.41||78.86|
|Profit / (Loss) for the year before Exceptional Items and Tax||881.71||1090.72||488.94||397.45|
|Add / (Less) Exceptional Items||(183.49)||26.95||(181.05)||-|
|Profit / (Loss) for the year before Taxation||698.22||1,117.67||307.89||397.45|
|Total Tax Expenses||206.96||271.15||96.91||166.88|
|Net Profit / (Loss) for the year from Continuing Operations||491.26||846.52||210.98||230.57|
|Net profit / (Loss) for the year from Discontinuing Operations||(113.93)||(38.80)||(13.95)||(8.93)|
|Profit for the year||377.33||807.72||197.03||221.64|
|Add / (Less) Share in Joint Venture & Associates||216.87||117.53||-||-|
|Net Profit / (Loss) after Joint Venture & Associates (A)||594.20||925.25||197.03||221.64|
|Add / (Less) Other Comprehensive Income (after tax) classified to Reserve & Surplus (B)||(5.07)||(183)||(2.87)||0.46|
|Add / (Less) Other Comprehensive Income (after tax) classified to Foreign Currency Translation Reserve||57.62||(230.52)||-||-|
|Total Comprehensive Income for the year||842.56||692.90||194.16||222.10|
|Add / (Less) Share of Minority Interest (C)||163.17||62.37||-||-|
|Net Profit / (Loss) for the year after Minority Interest (A+B+C)||752.30||985.79||194.16||222.10|
|Net Profit / (Loss) for the year after Minority Interest (A+B+C)||752.30||985.79||194.16||222.10|
|Balance brought forward from previous year Profit / (Loss)||10,930.81||9,959.75||2,325.07||2,112.97|
|Add / (Less) : On account of Consolidation Adjustments||0.42||(4.73)||-||-|
|Amount available for appropriations||11,683.53||10,940.81||2,519.23||2,335.07|
|Less : Appropriations|
|Proposed Dividend on Equity Shares||(43.99)||-||(43.99)||-|
|Tax on Dividend (Including surcharge) (net of credit)||(8.96)||-||(8.96)||-|
|Transfer to General Reserve||(10.00)||(10.00)||(10.00)||(10.00)|
|Balance carried to Balance Sheet||11,620.58||10930.81||2,456.28||2,325.07|
1. 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.
2. Previous year figures have been regrouped / re-arranged wherever necessary.
Performance of your Company Consolidated Financial Results:
The audited consolidated financial statements of your Company as on 31st March, 2018, prepared in accordance with the relevant applicable IND AS and Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") and provisions of the Companies Act, 2013, forms part of this Annual Report.
The key aspects of your Companys consolidated performance during the financial year 2017-18 are as follows:
- Coal Trading volumes stood at 66.05 Million Metric Tons ("MMT").
- Coal Mine Development and Operations volumes stood at 7.04 MMT.
- Renewable Power Generation was 1652.70 Million Units of KWh.
- City Gas Distribution volumes up 17% to 478.60 Million Metric Standard Cubic Meters ("MMSCM").
- Consolidated total revenue from operations for FY 18 was 37,984.37 Crore.
- Consolidated EBIDTA for FY 18 was 3,002.30 Crore.
- Consolidated PAT for FY 18 stood at 752.30 Crore. Standalone Financial Results :
On standalone basis, your Company registered total revenue of 10,166.42 Crore and PAT of 197.03 Crore.
The detailed operational performance of your Company has been comprehensively discussed in the Management Discussion and Analysis Report which forms part of this Report.
Your Directors have recommended a dividend of 40% ( 0.40/- per Equity Share of 1 each) on the Equity Shares out of the profits of the Company for the financial year 2017-18. The said dividend, if approved by the shareholders, would involve a cash outflow of 53.04 Crore including tax thereon.
Transfer to Reserves
The Company proposes to transfer 10 crore to the General Reserve out of the amount available for appropriation.
Status of the Scheme of Arrangements
(A) The Scheme of Arrangement among Adani Enterprises Limited (AEL) and Adani Green Energy Limited (AGEL) and their respective Shareholders and Creditors.
During the year under review, the Honble National Company Law Tribunal, Bench at Ahmedabad (NCLT) had, vide its order dated 16th February, 2018 sanctioned the Scheme of Arrangement among Adani Enterprises Limited (AEL) and Adani Green Energy Limited (AGEL) and their respective Shareholders and Creditors under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 (the scheme). The scheme was approved by the shareholders, secured and unsecured creditors of the Company with requisite majority on 10th January, 2018. The Scheme provided for demerger of the Renewable Power Undertaking (as defined in the scheme) of AEL and transfer of the same to AGEL with effect from the Appointed Date i.e. 1st April, 2018.
In terms of the above Scheme, AGEL was required to issue and allot to each member of AEL whose name was recorded in the register of members and records of AEL as on the Record Date in the following ratio -
- 761 (Seven Hundred Sixty One) equity shares of 10/- (Rupees Ten Only) each of AGEL credited as fully paid-up for every 1000 (One Thousand) equity shares of 1/- (Rupee One Only) each held by such shareholder in AEL.
The Company had fixed 6th April, 2018 as the record date to determine its shareholders who would be entitled to the shares of AGEL as aforesaid, pursuant to the Scheme.
Accordingly, the Board of Directors of AGEL had on 8th April, 2018 allotted Equity Shares to those shareholders of AEL whose names appeared in the Register of Members as on the Record Date in the above mentioned ratio.
(B) The Composite Scheme of Arrangement among Adani Gas Holdings Limited (AGHL) and Adani Gas Limited (AGL) and Adani Enterprises Limited (AEL) and their respective Shareholders and Creditors.
In order to simplify the holding structure resulting in reduction of managerial overlaps and reduction in multiplicity of legal and regulatory compliances and to segregate Gas Sourcing and Distribution Business from other businesses of the Company, the Board of Directors of your Company at its meeting held on 18th January, 2018, approved the Composite
Scheme of Arrangement among Adam Gas Holdings Limited (AGHL) and Adam Gas Limited (AGL) and Adam Enterprises Limited (AEL) and their respective Shareholders and Creditors under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 (the Scheme). The Scheme is subject to requisite Statutory and Regulatory approvals and sanction by the respective shareholders and creditors of each the companies involved in the scheme. The Scheme, with effect from respective effective date (as defined in the scheme), inter alia, provides for:
Key Highlights of the Scheme
(a) Amalgamation of AGHL ("Transferor Company") with AGL ("Transferee Company" or "Resulting Company") pursuant to the provisions of sections 230 to 232 and other applicable provisions of the Companies Act, 2013; and
(b) Subject to (a) above i.e., upon amalgamation of the Transferor Company with the Transferee Company becoming effective, demerger of the Gas Sourcing and Distribution Business (as defined in the Scheme) of AEL ("Demerged Company") and transfer of the same to AGL ("the Resulting Company") pursuant to the provisions of sections 230 to 232 and other applicable provisions of the Companies Act, 2013.
(c) Pursuant to the demerger as (b) above, AGL will issue Equity Shares to the shareholders of AEL in share exchange ratio of 1 (one) equity share of 1/- (Rupee One only) each of AGL credited as fully paid up for every 1 (one) equity share of 1/- (Rupee One only) each held by shareholders of AEL as on record date to be decided by AEL.
(d) Equity Shares of AGL will be listed on BSE Limited and National Stock Exchange of India Limited subject to necessary approvals.
During the year under review, your Company has not accepted any fixed deposits within the meaning of Section 73 of the Companies Act, 2013 and the rules made there under.
As on 31st March, 2018, 1500 Rated, Listed, Taxable, Secured, Redeemable, Non-Convertible Debentures (NCDs) having face value of 10 Lakhs each aggregating to 150 Crore were outstanding issued on private placement basis listed on the Wholesale Debt Market Segment of BSE Limited.
Particulars of Loans, Guarantees or Investments
During the year under review, your Company has made loans, given guarantees, provided securities and made investments in compliance with Section 186 of the Companies Act, 2013. The said details are given in the notes to the financial statements.
Subsidiaries, Joint Ventures, Associate Companies and LLPs
During the year under review, the following changes have taken place in Subsidiaries, Joint Venture, Associate Companies and LLPs:-
Subsidiary companies formed/acquired
1. Gare Pelma III Collieries Limited
2. Adani Global Resources Pte Ltd. (Subsidiary of Adani Global Pte Ltd, which is a step down subsidiary of the Company)
3. Carmichael Rail Network Holdings Pty Ltd (Subsidiary of Adani Global Resources Pte Ltd, which is a step down subsidiary of the Company)
4. Carmichael Rail Network Pty Ltd (Subsidiary of Carmichael Rail Network Holdings Pty Ltd, which is a step down subsidiary of the Company)
5. Adani Renewable Asset Holdings Pty Ltd (Subsidiary of Adani Global Pte Ltd, which is a step down subsidiary of the Company)
6. Adani Renewable Assets Pty Ltd (Subsidiary of Adani Renewable Asset Holdings Pty Ltd, which is a step down subsidiary of the Company)
7. Adani Rugby Run Pty Ltd (Subsidiary of Adani Renewable Asset Holdings Pty Ltd, which is a step down subsidiary of the Company)
8. Adani Global Royal Holdings Pte Ltd (Subsidiary of Adani Global Pte Ltd, which is a step down subsidiary of the Company)
9. Queensland RIPA Holdings Pty Ltd (Subsidiary of Adani Global Royal Holdings Pte Ltd, which is a step down subsidiary of the Company)
10. Queensland RIPA Pty Ltd (Subsidiary of Queensland RIPA Holdings Pty Ltd, which is a step down subsidiary of the Company)
11. Queensland RIPA Finance Pty Ltd (Subsidiary of Queensland RIPA Pty Ltd, which is a step down subsidiary of the Company)
12. Adani Transport Limited
Cessation of Subsidiary companies / LLPs
List of companies/LLPs which have ceased as subsidiaries of the Company -
1. Adam Green Energy Limited (became Associate Company w.e.f. 6th June, 2017)
2. Adam Green Energy (Tamilnadu) Limited
3. Adam Green Energy (MP) Limited
4. Zemira Renewable Energy Limited
5. Kamuthi Solar Power Limited
6. Ramnad Solar Power Limited
7. Ramnad Renewable Energy Limited
8. Kamuthi Renewable Energy Limited
9. Adani Green Energy (UP) Ltd.
10. Parampujya Solar Energy Private Limited
11. Rosepetal Solar Energy Private Limited
12. Adani Wind Energy (Gujarat) Private Limited
13. Kilaj Solar (Maharashtra) Private Limited
14. Gaya Solar (Bihar) Private Limited
15. Mahoba Solar (UP) Private Limited
16. Wardha Solar (Maharashtra) Private Limited
17. Adani Renewable Power LLP
18. Adani Energy Limited
During the year under review, there was no change in Joint Venture Companies.
Pursuant to the provisions of Section 129, 134 and 136 of the Companies Act, 2013 read with rules framed there under and Regulation 33 of the SEBI 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 which 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 Companys 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.adanienterprises.com . Details of developments of subsidiaries of the Company are covered in the Managements Discussion and Analysis Report which forms part of this Report.
Directors and Key Managerial Personnel
During the year under review, Mr. Anil Ahuja (DIN:00759440), ceased as Director of the Company with effect from 31st May, 2017 on attaining retirement criteria in accordance with the Groups Retirement Policy for Non-Executive Independent Directors and tenure mentioned in the Resolution passed by Members of the Company at 22nd Annual General Meeting held on 9th August, 2014.
Mr. Vasant S. Adani (DIN:00006356), resigned from the directorship of the Company with effect from 12th August, 2017 due to his pre-occupation.
Mr. Ameet H. Desai (DIN:00007116), Executive Director and CFO of the Company also resigned w.e.f. 12th August, 2017 due to his pre-occupation.
Mr. Rajiv Nayar (DIN: 07903822) was appointed as an Additional Director (Category - Executive) and CFO by the Board at its meeting held on 12th August, 2017. Due to prioritization of wider group related professional responsibilities, he has resigned as an Additional Director (Category - Executive) & CFO w.e.f. 1st May, 2018. Mr. Rakesh Shah was appointed as CFO of the Company w.e.f. 10th May, 2018.
The Board places on record its deep appreciation of the valuable services rendered as well as advice and guidance provided by Mr. Anil Ahuja, Mr. Vasant S. Adani, Mr. Ameet H. Desai and Mr. Rajiv Nayar during their tenure.
Mr. Vinay Prakash (DIN: 03634648) was appointed as an Additional Director (Category - Executive) by the Board at its meeting held on 12th August, 2017 subject to approval of members at the ensuing Annual General Meeting.
The Nomination and Remuneration Committee and the Board of Directors at their respective meetings held on 10th May, 2018 recommended and approved the appointment and payment of remuneration to Mr. Vinay Prakash as an Executive Director designated as a Director of the Company for a period of 5 (Five) years w.e.f. 12th August, 2017 subject to approval of members at the ensuing Annual General Meeting.
Mr. Narendra Mairpady (DIN: 00536905) was appointed as an Additional Director of the Company w.e.f9th December, 2017. As an Additional Director, he holds office upto the 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.
In accordance with the provisions of Section 149 of the Companies Act, 2013, Mr. Narendra Mairpady is being appointed as an Independent Director to hold office as per his tenure of appointment mentioned in the Notice of the ensuing Annual General Meeting of the Company.
The tenure of Mr. Gautam S. Adani as an Executive Chairman of the Company will expire on 30th November, 2018. The Nomination and Remuneration Committee and the Board of Directors at their respective meetings held on 10th May, 2018 recommended and approved the re-appointment and payment of remuneration to Mr. Gautam S. Adani as an Executive Chairman of the Company for a further period of five years i.e. upto 30th November, 2023 subject to the approval of members. Terms and conditions for his re-appointment are contained in the Explanatory Statement forming part of the notice of the ensuing Annual General Meeting.
Pursuant to the provisions of Section 149 of the Act, Mr. Berjis Desai and Mr. Hemant M. Nerurkar were appointed as Independent Directors at the Annual General Meeting of the Company held on 9th August, 2014 and 10th August, 2016, respectively. Further, Mr. V. Subramanian and Mrs. Vijaylaxmi Joshi were appointed as Independent Directors at the Annual General Meeting of the Company held on 9th August, 2017. The terms and conditions of appointment of Independent Directors are as per Schedule IV of the Act. The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Companies Act, 2013 and the SEBI Listing Regulations and there has been no change in the circumstances which may affect their status as independent director during the year.
Pursuant to the requirements of the Companies Act, 2013 and Articles of Association of the Company, Mr. Rajesh S. Adani (DIN:00006322) and Mr. Pranav Adani (DIN:00008457) are liable to retire by rotation and being eligible offer themselves for re-appointment.
The Board recommends the appointment/re-appointment 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 Regulations are provided in the Notice of Annual General Meeting.
Directors Responsibility Statement
Pursuant to Section 134(5) of the Companies Act, 2013, 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 judgement 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 as at 31st Mach, 2018 and of the profit of the Company for the year ended on that date;
c. that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 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 6 (six) 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 Meeting
The Independent Directors met on 29th March, 2018, 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 Chairperson 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.
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 structured evaluation 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.
Policy on Directors Appointment & Remuneration
The Companys policy on directors appointment and remuneration and other matters provided in Section 178(3) of the Companies Act, 2013 is made available on the Companys website (http://www.adanienterprises.com/ investors/investor-download).
Internal Financial Control system and their adequacy
The details in respect of internal financial control and their adequacy are included in Management and Discussion & Analysis, which forms part of this report.
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 the Board
Details of various committees constituted by the Board of Directors as per the provision of the SEBI Listing Regulations and the Companies Act, 2013 are given in the Corporate Governance Report which forms part of this report.
Corporate Social Responsibility
The Company has constituted a Corporate Social Responsibility (CSR) Committee and has framed a CSR Policy. The brief details of CSR 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 (http://www.adanienterprises.com/investors/investor- download ) of the Company.
Corporate Governance and Management Discussion and Analysis Report
Separate reports on Corporate Governance complianceand Management Discussion and Analysis as stipulated by the SEBI Listing Regulations forms part of this Annual Report along with the required Certificate from Statutory Auditors of the Company 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 31st March, 2018 as stipulated under Regulation 34 of the SEBI Listing Regulations is annexed which forms part of this Annual Report.
Prevention of Sexual Harassment at Workplace
As per the requirements of The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 and rules made thereunder, your Company has constituted Internal Complaints Committee (ICC) which is responsible for redressal of complaints related to sexual harassment. During the year under review, there were no complaints pertaining to sexual harassment.
Extract of Annual Return
The details forming part of the extract of the Annual Return in Form MGT-9 are annexed to this Report as Annexure-A.
Related Party Transactions
All related party transactions entered into during the financial year were on an arms 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 Companys future operations.
Your Company has taken appropriate insurance for all assets against foreseeable perils.
Auditors & Auditors Report
Pursuant to the provisions of Section 139 of the Companies Act, 2013 read with rules made thereunder, M/s. Shah Dhandharia & Co., Chartered Accountants (Firm Registration No. 118707W), were appointed as Statutory Auditors of the Company to hold office till conclusion of the 30th Annual General Meeting (AGM) of the Company to be held in the calendar year 2022.
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 Mr. Ashwin Shah, Practicing Company Secretary to undertake the Secretarial Audit of the Company. The Secretarial Audit Report for FY 2017-18 is annexed, which forms part of this report as Annexure-B. There were no qualifications, reservation or adverse remarks given by Secretarial Auditors of the Company.
Cost Audit Report
Your Company has re-appointed M/s. K. V. Melwani & Associates, Practicing Cost Accountants to conduct audit of cost records of Mining Activities of the Company for the year 31st March, 2019. The Cost Audit Report for the year 2016-17 was filed before the due date with the Ministry of Corporate Affairs.
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-C.
The statement containing particulars of employees as required under Section 197 of the Companies Act, 2013 read 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 thereof, 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 Companies Act, 2013 read with Rule 8 of The Companies (Accounts) Rules, 2014, as amended from time to time is annexed to this Report as Annexure-D.
Your Directors are highly grateful for all the guidance, support and assistance received from the Government of India, Government of Gujarat, 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 also 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||Executive Chairman|
|Date : 10th May, 2018||(DIN: 00006273)|