Adani Total Gas Ltd Directors Report.

Dear Shareholders

Your Directors are pleased to present the 16th Annual Report along with the Audited Financial Statements of your Company for the financial year ended 31st March, 2021.

Financial Performance

The summarised financial highlight is depicted below:

(Rs. in Crores)
Particulars Consolidated Results Standalone Results
2020-21 2019-20 2020-21 2019-20
Revenue from Operations 1,784.47 1,990.90 1,784.47 1,990.90
Operating Expenses 858.49 1,176.32 858.49 1,176.32
Administrative & Other Expenses 221.66 219.82 221.66 219.82
Total Expenditure 1,080.15 1,396.14 1,080.15 1,396.14
Operating EBITDA 704.32 594.76 704.32 594.76
Other Income 44.36 44.39 44.36 44.39
EBITDA 748.68 639.15 748.68 639.15
Finance Costs 40.48 41.05 40.48 41.05
Depreciation and Amortisation Expenses 62.52 50.70 62.52 50.70
Profit for the year before Exceptional Items & Tax 645.68 547.40 645.68 547.40
Less: Exceptional items 14.47 - 14.47 -
Profit before tax 631.21 547.40 631.21 547.40
Tax Expense: 159.26 111.16 159.26 111.16
Profit for the year before share of profit/(loss) from joint venture 471.95 436.24 471.95 436.24
Share of profit / (loss) from joint venture (9.13) 0.08 - -
Net Profit/(Loss) after Joint Venture 462.82 436.32 471.95 436.24

Note:

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 Highlights

Consolidated Financial Results:

The audited consolidated financial statements your Company as on 31st March, 2021, 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 2020-21 are as follows:

Operational Highlights:

In 2020-21 your Company has achieved Sales Volume of 515.13 MMSCM which is @ 88% of 2019-20 Volume mainly due to nationwide Coivd-19 pandemic impact.

Your company has achieved the PNG Sales Volume

287.95 MMSCM which @ 99% of 2019-20 Sales Volume of 290.61 MMSCM.

Along with its JV, the Company is now operate license in 38 Geographical Areas.

Financial Highlights:

2020-21 Revenue from Operations maintained @ Rs.1,784 Crores which @ 90% of 2019-20 level of Rs.1,991 Crores.

2020-21 EBITDA has increased by 17% Y-o-Y to Rs.749 Crores vs. Rs.639 Crores in 2019-20.

Standalone Financial Results:

On standalone basis, your Company registered revenue from operations of Rs.1,784 Crores and PAT of Rs.472 Crores. The detailed operational performance of your Company has been comprehensively discussed in the Management Discussion and Analysis Report which forms part of this Report.

Dividend

Your Directors have recommended a dividend of 25% (Rs. 0.25/- per Equity Share of Rs.1 each) on the Equity Shares out of the profits of the Company for the financial year 2020-21. The said dividend, if approved by the shareholders, would involve a cash outflow of Rs.27.50 Crores.

Your Directors also recommended a dividend of 10% (Rs.1/- per Preference Share of Rs.10 each) on the 10% Cumulative Redeemable Preference Shares out of the profits of the Company for the financial year 2020-21. The said dividend, if approved by the shareholders, would involve a cash outflow of Rs.0.60 Lakhs including tax thereon.

Covid-19 Pandemic

The Operational Performance of the Company has sustained well during the financial year and the Company has been able to attain the Pre-Covid monthly Sales Volume. The Company has considered the possible impacts of COVID-19 in preparation of these financial statements including but not limited to assessment of going concern assumption, recoverable values of financial assets and expects to recover the carrying amount of these assets. The Company has also considered the economic conditions and the potential effect to the CGD industry. The Company is continuously and closely monitoring the developments. The impact of COVID-19 on the financial statements may differ from that estimated as at the date of approval of these financial statements.

Change of Name of the Company

During the year under review, the name of the Company has been changed from Adani Gas Limited to "Adani Total Gas Limited" in order to reflect the names of the both Promoter Groups and a fresh Certificate of Incorporation was issued by Ministry of Corporate Affairs on 1st January, 2021.

Fixed Deposits

During the year under review, your Company has not accepted anyfixed deposits within the meaning of Section 73 of the Companies Act, 2013 and the rules made there under.

Particulars of Loans, Guarantees or Investments

The provisions of Section 186 of the Companies Act, 2013, with respect to a loan, guarantee or security are not applicable to the Company as the Company is engaged in providing infrastructural facilities which is exempted under Section 186 of the Companies Act, 2013. The details of investment made during the year under review are disclosed in the financial statements.

Subsidiaries, Joint Ventures and Associate 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 joint venture 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 joint venture company shall be made available to the shareholders of the holding and joint venture seeking such information on all working days during business hours. The financial statements of the joint venture shall also be kept for inspection by any shareholder/s during working hours at the Companys registered officeand that of the respective joint venture concerned. In accordance with Section 136 of the Companies Act, 2013, the audited financial statements, including consolidated financial information of the Company and audited accounts of its joint venture, are available on our website, www.adanigas.com Pursuant to Section 134 of the Act read with Rule 8(1) of the Companies (Accounts) Rules, 2014 the details of development of joint venture of the Company is covered in the Management Discussion and Analysis Report which forms part of this Annual Report.

Directors and Key Managerial Personnel

Mr. Jose-Ignacio Sanz Saiz (DIN: 08705604) was appointed as an Additional Director (Non-Executive, Non-Independent) and Ms. Gauri Trivedi (DIN: 06502788) was appointed as an Additional Director (Non-Executive, Independent) by the Board of Directors at its meeting held on 5th August, 2020. As an Additional Directors Mr. Jose-Ignacio Sanz Saiz and Ms. Gauri Trivedi hold office upto the ensuing

Annual General Meeting. The Company has received notices from members under Section 160 of the Companies Act, 2013 proposing their appointment as Directors of the Company.

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. Alexis Thelemaque (DIN: 08563003) 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 Annexure to 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 andrelated 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, 2021 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.

Policies

During the year under review, the Board of Directors of the Company has adopted / amended / approved changes in Policy on Board Diversity 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.adanigas.com.

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 31st March, 2021, 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.

Board Evaluation

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.Theexercisewascarriedoutthroughastructured 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 meetings and otherwise, independent judgment, governance issues etc.

As a step towards better governance practice, this year the Company, has engaged leading consultancy firm, to conduct was facilitated through an online secured module ensuring transparent, effective and independent involvement of the management. The evaluation was conducted through a tailored questionnaire having qualitative parameters and constructive feedback based on ratings.

Recommendations arising from the evaluation process were considered by the Board to optimise its effectiveness.

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 at http://www.adanigas.com.

Internal Financial Control System and their Adequacy

The details in respect of internal financial control and their adequacy are included in Management Discussion and Analysis Report, which forms part of this annual report.

Risk Management

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 provisions of the SEBI Listing Regulations and the Companies Act, 2013 are given in the Corporate Governance Report which forms part of this annual 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 of the Company at http://www.adanigas.com.

Corporate Governance and Management Discussion & Analysis Reports

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 Secretaries regarding compliance of the conditions of Corporate Governance Board evaluation process which 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, 2021 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.

Annual Return

Pursuant to Section 92(3) read with Section 134(3)(a) of the Companies Act, 2013, the Annual Return as on 31st March, 2021 is available on the Companys website at https://www.adanigas.com/investors/investor-downloads

Related Party Transactions

All the 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. During the year under review, your Company has entered into transactions with related party which are material as per Regulation 23 of the SEBI Listing Regulations and the details of the said transactions are provided in the Annexure to Notice of the Annual General Meeting.

Significant by the Regulators or Courts or Tribunals Impacting the going concern status of the Company

There are no significant by the Regulators or Courts or Tribunals which would impact the going concern status and the Companys future operations.

Insurance

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. LLP, Chartered Accountants (Firm Registration No. 118707W/W100724), were appointed as Statutory Auditors of the Company to hold office till conclusion of the 17th 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. There were no qualifications, reservations, adverse remark or disclaimers given by Statutory Auditors of the Company.

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 2020-21 is annexed, which forms part of this report as Annexure-A. There were no qualifications, reservation or adverse remarks or disclaimers given by Secretarial Auditors of the Company.

Reporting of frauds by Auditors

During the year under review, neither the statutory auditors nor the secretarial auditor has reported to the Audit Committee or the Board, under Section 143 (12) of the Act, any instances of fraud committed against the Company by its officers or employees, the details of which would need to be mentioned in the Directors Report.

Cost Audit Report

Your Company has re-appointed M/s. N. D. Birla & Co., Practicing Cost Accountants to conduct audit of cost records maintained for Petroleum Products of the Company for the year ended 31st March, 2022. The Cost Audit Report for the year 2019-20 was filed before the due date with the Ministry of Corporate Affairs.

The Company passed 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. and material orders passed

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-B.

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-C.

Acknowledgment

Your Directors are highly grateful for all the guidance, support and assistance received from the Government of India, respective State Government, 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

Date: 04.05.2021

Chairman

Place: Ahmedabad

(DIN: 00006273)