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Your Directors are pleased to present the 27th Annual Report along with the audited financial statements of your Company for the financial year ended on 31st March, 2019.
The summarised financial performance highlight is as mentioned below:
|(र in Crores)|
|Particulars||Consolidated Results||Standalone Results|
|Total Expenditure other than Financial Costs and||38,409.86||33,889.72||14,593.32||8,913.95|
|Profit before Depreciation, Finance Costs and Tax||2,540.76||2,626.44||1,330.28||1,240.51|
|Depreciation, Amortisation and Impairment Expense||389.77||663.92||101.19||87.41|
|Profit / (Loss) for the year before Exceptional Items and Tax||525.92||712.35||648.02||486.75|
|Add / (Less) Exceptional Items||(157.98)||(273.13)||(20.82)||(181.05)|
|Profit / (Loss) for the year before Taxation||367.94||439.22||627.20||305.70|
|Total Tax Expenses||144.54||112.11||142.29||96.45|
|Net Profit / (Loss) for the year from Continuing Operations||223.40||327.11||484.91||209.25|
|Net Profit / (Loss) for the year from Discontinuing Operations||90.78||47.61||2.33||(12.22)|
|Profit for the year||314.18||374.72||487.24||197.03|
|Add / (Less) Share in Joint Venture & Associates||191.73||219.48||-||-|
|Net Profit / (Loss) after Joint Venture & Associates (A)||505.91||594.20||487.24||197.03|
|Add / (Less) Other Comprehensive Income (after tax)||683.23||248.36||(0.88)||(2.87)|
|Total Comprehensive Income for the year||1189.14||842.56||486.36||194.16|
|Less: Share of Minority Interest (B)||211.23||163.05||-||-|
|Net Profit / (Loss) for the year after Minority Interest (A+B)||717.14||757.25||487.24||197.03|
|Net Profit / (Loss) for the year after Minority Interest||717.14||757.25||487.24||197.03|
|Other Comprehensive Income for the year||(0.25)||(4.95)||(0.88)||(2.87)|
|Balance brought forward from previous year||11,620.58||10,930.81||2,456.28||2,325.07|
|Add / (Less) : On account of Consolidation Adjustments||-||0.42||-||-|
|Add / (Less) : On account of Renewable & Gas Demerger||(1,616.72)||-||(1068.36)||-|
|Add / (Less) : On account of gain transferred on sale of FVTOCI Equity Instruments||201.57||-||-||-|
|Amount available for appropriations||10,922.32||11,683.53||1,874.28||2,519.23|
|Less : Appropriations|
|Proposed Dividend on Equity Shares||(43.99)||(43.99)||(43.99)||(43.99)|
|Tax on Dividend (Including surcharge) (net of credit)||(9.04)||(8.96)||(9.04)||(8.96)|
|Transfer to General Reserve||(10.00)||(10.00)||(10.00)||(10.00)|
|Balance carried to Balance Sheet||10,859.29||11,620.58||1811.26||2,456.28|
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.
Consolidated Financial Results:
The audited consolidated financial statements of your Company as on 31st March, 2019, 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 2018-19 are as follows:
Coal MDO volume increased by 72% to 12.13 MMT vs 7.04 MMT in FY 18.
Integrated Coal Management (ICM) volume stood at 67.45 MMT.
Solar Manufacturing volume increased by 11% to 637 MW vs 574 MW in FY 18.
Consolidated Income from operations increased by 12% to र 40,379 Crores vs र 35,924 Crores in FY 18.
Consolidated EBIDTA stood at र 2,541 Crores vs र 2,626 Crores in FY 18.
Standalone Financial Results:
On standalone basis, your Company registered total income of र 15,923.60 Crore and PAT of र 487.24 Crore.
The 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% (र 0.40/- per Equity Share of र 1 each) on the Equity Shares out of the profits of the Company for the financial year 2018-19. The said dividend, if approved by the shareholders, would involve a cash outflow of र 53.04 Crore including tax thereon.
Transfer to Reserves
The Company proposes to transfer र 10 Crore to the General Reserve out of the amount available for appropriation.
Status of the Scheme of Arrangements
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.
During the year under review, the Honble National Company Law Tribunal, Bench at Ahmedabad (NCLT) had, vide its order dated 3rd August, 2018 sanctioned 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. The scheme was approved by the shareholders, secured and unsecured creditors of the Company with requisite majority on 3rd July, 2018. The Scheme inter-alia provided for:
(a) amalgamation of AGHL with AGL; and
(b) subject to satisfactory fulfilment of (a) above i.e., upon amalgamation of the AGHL with the AGL becoming effective, demerger of the Demerged Undertaking (as defined in the Scheme) of AEL and transfer of the same to AGL.
In terms of the above Scheme, AGL 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
1 (one) equity share of र 1/- (Rupee One only) each of AGL credited as fully paid up for every 1 (one) equity share of र 1/- (Rupee One only) each held by such shareholder in AEL.
The Company had fixed 7th September, 2018 as the Record Date to determine its shareholders who would be entitled to the shares of AGL as aforesaid, pursuant to the Scheme.
Accordingly, the Board of Directors of AGL had on 9th September, 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.
The Equity Shares of AGL were listed and admitted for dealings on stock exchanges w.e.f. 5th November, 2018.
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.
During the year under review, the Company has bought back 1,500 Rated, Listed, Taxable, Secured, Redeemable, Non-Convertible Debentures (NCDs) having face value of र 10 Lakhs each agreegating to र 150 Crore which were issued on private placement basis by the Company and listed on the Wholesale Debt Market (WDM) of BSE Limited.
Particulars of Loans, Guarantees or Investments
During the year under review, your Company 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. Bilaspur Pathrapali Road Private Limited
2. Whyalla Renewable Holdings Pty Limited (Subsidiary of Adani Renewable Asset Holdings Pty Ltd, which is a step down subsidiary of the Company)
3. Whyalla Renewables Pty Limited (Subsidiary of Whyalla Renewable Holdings Pty Ltd, which is a step down subsidiary of the Company)
4. Adani Agri Logistics (Dahod) Limited
5. Adani Agri Logistics (Borivali) Limited (Subsidiary of Adani Agri Logistics Limited ("AALL"), which is a subsidiary of the Company)
6. Adani Australia Pty Limited (Subsidiary of Adani Global Pte Ltd, which is a step down subsidiary of the Company)
7. Adani Rugby Run Finance Pty Limited (Subsidiary of Adani Rugby Run Pty Ltd, which is a step down subsidiary of the Company)
8. Adani Agri Logistics (Dhamora) Limited (Subsidiary of AALL, which is a subsidiary of the Company)
9. Bailadila Iron Ore Mining Private Limited 10. Adani Agri Logistics (Samastipur) Limited
11. Adani Agri Logistics (Darbhanga) Limited 12. Mundra Copper Limited 13. Adani Water Limited 14. Prayagraj Water Private Limited
15. Adani Rave Gears India Limited (Subsidiary of Adani Defence Systems and Technologies Limited, which is a subsidiary of the Company)
16. Galilee Biodiversity Company Pty Limited (Subsidiary of Adani Mining Pty Ltd., which is a subsidiary of the Company)
17. Gidhmuri Paturia Collieries Private Limited
Cessation of Subsidiary companies / LLPs
The following companies ceased as subsidiaries of the Company pursuant to the Scheme approved by the Honble National Company Law Tribunal vide its order dated 3rd August, 2018.
1. Adani Gas Limited
2. Adani Gas Holdings Limited
In order to consolidate Logistics business across the group under one entity, for focused attention, better regulatory compliance, reduce operational cost and strengthen the sustainability of the businesses, the Companys entire stake in the following subsidiaries and step-down subsidiaries was divested to Adani Logistics Limited, a related party pursuant to the postal ballot process on 28th March, 2019.
1. Adani Agri Logistics Limited
2. Adani Agri Logistics (Samastipur) Limited
3. Adani Agri Logistics (Darbhanga) Limited
4. Adani Agri Logistics (Dahod) Limited
- Step-down subsidiaries
1. Adani Agri Logistics (MP) Limited
2. Adani Agri Logistics (Harda) Limited
3. Adani Agri Logistics (Hoshangabad) Limited
4. Adani Agri Logistics (Satna) Limited
5. Adani Agri Logistics (Ujjain) Limited
6. Adani Agri Logistics (Dewas) Limited
7. Adani Agri Logistics (Kotkapura) Limited
8. Adani Agri Logistics (Katihar) Limited
9. Adani Agri Logistics (Kannauj) Limited
10. Adani Agri Logistics (Panipat) Limited 11. Adani Agri Logistics (Moga) Limited 12. Adani Agri Logistics (Raman) Limited 13. Adani Agri Logistics (Barnala) Limited 14. Adani Agri Logistics (Nakodar) Limited 15. Adani Agri Logistics (Mansa) Limited 16. Adani Agri Logistics (Bathinda) Limited 17. Adani Agri Logistics (Dhamora) Limited 18. Adani Agri Logistics (Borivali) Limited
In order to consolidate Power business across the group under one entity, for focused attention, better regulatory compliance, reduce operational cost and strengthen the sustainability of the businesses, the Companys entire stake in the following subsidiaries was divested to Adani Power Limited - a related party pursuant to postal ballot process on 28th March, 2019.
1. Adani Power Dahej Limited
2. Pench Thermal Energy (MP) Limited (Earlier known as Adani Pench Power Limited)
3. Kutchh Power Generation Limited
List of other companies / LLPs which have ceased as subsidiaries of the Company
1. Adani Chendipada Mining Private Limited (became Associate Company w.e.f. 25th May, 2018)
2. Adani Renewable Energy Park Limited
3. Adani Renewable Energy Park (Gujarat) Limited
4. Adani Green Energy Pte. Limited
5. PT Mitra Naiga Mulia
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. Pursuant to Section 134 of the Act read with Rule 8(1) of the Companies (Accounts) Rules, 2014 the 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. Berjis Desai (DIN: 00153675), resigned as Director (Non-Executive & Independent) of the Company with effect from 26th June, 2018 due to his pre-occupation.
The Board places on record its deep appreciation for the valuable services rendered as well as advice and guidance provided by Mr. Berjis Desai during his tenure.
Mr. Rakesh Shah was appointed as CFO of the Company by the Board of Directors at its meeting held on 10th May, 2018. Mr. Rakesh Shah resigned as CFO of the Company w.e.f. 16th April, 2019 due to personal reasons. The Board of Directors on recommendation of Nomination and Remuneration Committee & Audit Committee appointed Mr. Jugeshinder Singh as CFO w.e.f. 29th May, 2019.
Mr. Hemant M. Nerurkar was appointed as an Independent Director of the Company for a period of five years upto August, 2020. The Board of Directors on recommendation of Nomination and Remuneration Committee has re-appointed him as an Independent Director for a second term of five consecutive years upto August, 2025, subject to approval of members at the ensuing Annual General Meeting. The terms and conditions of appointment of Independent Directors are as per Schedule IV of the Act and SEBI Listing Regulations.
The tenure of Mr. Rajesh S. Adani as Managing Director of the Company will expire on 9th June, 2020. The Nomination and Remuneration Committee and the Board of Directors at their respective meetings held on 29th May, 2019 recommended and approved the re-appointment and payment of remuneration to Mr. Rajesh S. Adani as Managing Director of the Company for a further period of five years w.e.f 10th June, 2020 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.
The tenure of Mr. Pranav V. Adani as an Executive Director designated as a Director of the Company will expire on 31st March, 2020. The Nomination and Remuneration Committee and the Board of Directors at their respective meetings held on 29th May, 2019 recommended and approved the re-appointment and payment of remuneration to Mr. Pranav V. Adani as an Executive Director designated as a Director of the Company for a further period of 5 (Five) years w.e.f. 1st April, 2020 subject to approval of members at the ensuing Annual General Meeting.
Pursuant to the provisions of Section 149 of the Act, Mr. Hemant M. Nerurkar was appointed as an Independent Director at the Annual General Meetings of the Company held on 10th August, 2016. Further, Mr. V. Subramanian, Mrs. Vijaylaxmi Joshi and Mr. Narendra Mairpady were appointed as Independent Directors at the Annual General Meeting of the Company held on 9th August, 2017 and 7th August, 2018. 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) is liable to retire by rotation and being eligible offers himself 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 March, 2019 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.
During the year under review, the Board of Directors of the Company has amended / approved changes in Corporate Social Responsibility policy; Nomination and Remuneration Policy of Directors, Key Managerial Personnel and Other Employees; Policy for determining Material Subsidiaries; Related Party Transaction Policy; Vigil Mechanism / Whistle Blower Policy; Code of Conduct for Board of Directors and Senior Management of the Company; Material Events Policy; Website Content Archival Policy and Code of internal procedures and conduct for regulating, monitoring and reporting of Trading by Insiders to comply with the recent amendments in the Companies Act, 2013 and SEBI Listing Regulations. Accordingly, the updated policies are uploaded on website of the Company at https://www. adanienterprises.com/investors/investor-download.
Number of Board Meetings
The Board of Directors met 5 (five) 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 7th February, 2019, 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 available on the Companys website at 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 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 updated 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 compliance and Management Discussion and Analysis as stipulated by the SEBI Listing Regulations forms part of this Annual Report along with the required Certificate from Practicing Company Secretary regarding compliance of the conditions of Corporate Governance as stipulated.
IncompliancewithCorporateGovernancerequirementsasper 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, 2019 as stipulated under Regulation 34 of the SEBI Listing Regulations is annexed and 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
During the year under review, the Company has entered into material related party transactions in terms of Section 188 of the Act with Adani Logistics Limited and Adani Power Limited which may be deemed not in the ordinary course of business of the Company. Details of the said transaction(s) are provided in Form AOC-2, annexed to the Directors Report as Annexure-B.
Except as stated above, all related party transactions entered into during the financial year were on an arms length basis and in the ordinary course of business.
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.
TheNotestothefinancialstatementsreferredintheAuditors Report are self-explanatory. There are no qualifications or reservations or adverse remarks or disclaimers given by Statutory Auditors of the Company 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 2018-19 is annexed, and forms part of this report as Annexure-C. There are no qualifications or reservations or adverse remarks or disclaimers 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, 2020. The Cost Audit Report for the year 2017-18 was filed before the due date with the Ministry of Corporate Affairs.
The Company has maintained the cost accounts and records in accordance with Section 148 of the Companies Act, 2013 and Rule 8 of the Companies (Accounts) Rules, 2014.
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-D.
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-E.
Your Directors are highly grateful for all the guidance, support and assistance received from the Government of India, Government of Gujarat, respective State Governments, 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|
|Place: Ahmedabad||Gautam S. Adani|
|Date: 29th May, 2019||Executive Chairman|