Adani Enterprises Ltd.
|BSE: 512599||Sector: Others|
|NSE: ADANIENT||ISIN Code: INE423A01024|
|BSE 09:57 | 18 Jan||203.05||
|NSE 09:41 | 18 Jan||204.65||
|Mkt Cap.(Rs cr)||22,331|
|Mkt Cap.(Rs cr)||22331.44|
Adani Enterprises Ltd. (ADANIENT) - Director Report
Company director report
Your Directors are pleased to present the 25th Annual Report along withthe audited financial statements of your Company for the financial year ended on 31 stMarch 2017.
Financial Performance Summary
The summarized financial highlight is depicted below: (H in crores)
Note The financial results of the Company have been prepared inaccordance with the Indian Accounting Standards (IND AS) w.e.f. 1st April 2016.Consequently the results for the previous period have also been restated as per IND AS.
There are no material changes and commitments affecting the financialposition of the Company between the end of the financial year and the date of this report.
Performance of your Company
Consolidated Financial Results:
The audited consolidated financial statements of your
Company as on 31st March 2017 prepared in accordance with therelevant applicable IND AS and Regulation 33 of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 ("SEBI Listing Regulations") andprovisions of the Companies Act 2013 forms part of this Annual Report.
The key aspects of your Company's consolidated performance duringthe financial year 2016-17 are as follows:
Coal Trading volumes grew by 4% to 80.84 Million Metric Tons("MMT").
Coal Mine Development and Operations volumes grew by 33% to 7.33 MMT.
Renewable Power Generation was 787.12 Million Units of KWh.
City Gas Distribution volumes was up by 7% to 408.45 Million MetricStandard Cubic Meters ("MMSCM").
Consolidated total revenue from operations for FY 17 was
` 38056.44 Crore.
Consolidated EBIDTA for FY 17 was ` 3090.39 Crore. Consolidated PATfor FY 17 stood at ` 985.79 Crore.
Standalone Financial Results :
On standalone basis your Company registered total revenue of `9282.18 Crore and PAT of ` 221.64 Crore.
The detailed operational performance of your Company has beencomprehensively discussed in the Management Discussion and Analysis Report which formspart of this Report.
Your Directors have recommended a dividend of 40% (`0.40 perEquity Share of ` 1 each) on the Equity Shares out of the profits of the Company for thefinancial year 2016-17. The said dividend if approved by the shareholders would involvea cash outflow of ` 52.95 Crore including tax thereon.
Transfer to Reserves
The Company proposes to transfer ` 10 crore to the General Reserve outof the amount available for appropriation.
During the year under review your Company has not accepted any fixeddeposits within the meaning of Section 73 of the
Companies Act 2013 and the rules made there under.
During the year under review your Company has issued 1500 RatedListed Taxable Secured Redeemable Non-Convertible Debentures (NCDs) having facevalue of ` 10 Lakhs each aggregating to ` 150 Crore on a private placement basis listed onthe Wholesale Debt Market Segment of the BSE Limited.
Particulars of Loans Guarantees or Investments
During the year under review your Company has made loans givenguarantees provided securities and made investments in compliance with Section 186 of theCompanies Act
2013. The said details are given in the notes to the financialstatements.
Subsidiaries Joint Ventures Associate Companies and LLPs
During the year under review the following changes have taken place inSubsidiaries Joint Venture Associate Companies and LLPs:-
Subsidiary companies and LLPs formed/acquired
1. Adani-Elbit Advanced Systems India Limited
2. Adani Cementation Limited
3. Adani Agri Logistics (Kannauj) Limited (Subsidiary of the Adani AgriLogistics Limited (AALL) which is a subsidiary of the Company)
4. Adani Agri Logistics (Panipat) Limited (Subsidiary of the AALLwhich is a subsidiary of the Company)
5. Adani Agri Logistics (Raman) Limited (Subsidiary of the AALL whichis a subsidiary of the Company)
6. Adani Agri Logistics (Moga) Limited (Subsidiary of the AALL whichis a subsidiary of the Company)
7. Adani Agri Logistics (Barnala) Limited (Subsidiary of the AALLwhich is a subsidiary of the Company)
8. Adani Agri Logistics (Nakodar) Limited (Subsidiary of the AALLwhich is a subsidiary of the Company)
9. Adani Agri Logistics (Mansa) Limited (Subsidiary of the AALL whichis a subsidiary of the Company) 10. Adani Agri Logistics (Bathinda) Limited (Subsidiary ofthe AALL which is a subsidiary of the Company) 11. Urja Maritime Inc (Subsidiary of theAdani Shipping Pte. Ltd. which is a step down subsidiary of the Company) 12. AdaniInfrastructure Private Limited 13. Adani Tradewing LLP
14. Adani Commodities LLP 15. Adani Tradex LLP 16. Adani Tradecom LLP
17. Adani Renewable Power LLP (Subsidiary of Adani Green Energy Limitedwhich is a subsidiary of the Company)
Cessation of Subsidiary companies
List of companies which have ceased as subsidiaries of the Company
1. PT Mundra Coal
2. Adani Bunkering Pte. Ltd
Cessation of Associate companies
List of companies which have ceased as associates of the Company
1. Adani Kandla Bulk Terminal Private Limited
2. Adani Murmugao Port Terminal Private Limited
Pursuant to the provisions of Section 129 134 and 136 of the CompaniesAct 2013 read with rules framed thereunder and Regulation 33 of the SEBI ListingRegulations the
Company had prepared consolidated financial statements of the Companyand its subsidiaries and a separate statement containing the salient features of financialstatement of subsidiaries joint ventures and associates in Form AOC-1 which forms part ofthis Annual Report.
The annual financial statements and related detailed information of thesubsidiary companies shall be made available to the shareholders of the holding andsubsidiary companies seeking such information on all working days during business hours.The financial statements of the subsidiary companies shall also be kept for inspection byany shareholder/s during working hours at the Company's registered office and that ofthe respective subsidiary companies concerned. In accordance with Section 136 of theCompanies Act 2013 the audited financial statements including consolidated financialstatements and related information of the Company and audited accounts of each of itssubsidiaries are available on our website www.adanienterprises.com. Details ofdevelopments of subsidiaries of the Company are covered in the Management'sDiscussion and Analysis Report which forms part of this Report.
Directors and Key Managerial Personnel
Mr. V. Subramanian (DIN: 00357727) and Mrs. Vijaylaxmi Joshi (DIN:00032055) were appointed as Additional Directors of the Company w.e.f 22nd August 2016and 2nd December
2016 respectively to hold office upto the ensuing Annual
In accordance with the provisions of Section 149 of the Companies Act2013 Mr. V. Subramanian and Mrs. Vijaylaxmi Joshi are being appointed as IndependentDirectors to hold office as per their tenure of appointment mentioned in the Notice of theensuing Annual General Meeting of the Company.
Pursuant to the provisions of Section 149 of the Act which came intoeffect from 1st April 2014 Mr. Anil Ahuja Mr. Berjis Desai and Mr. Hemant M.Nerurkar were appointed as Independent Directors at the Annual General Meeting of theCompany held on 9th August 2014 and 10th August 2016. The terms and conditions ofappointment of Independent Directors are as per Schedule IV of the Act. The Company hasreceived declarations from all the Independent Directors of the Company confirming thatthey meet with the criteria of independence as prescribed both under sub-section (6) ofSection 149 of the Companies Act 2013 and the SEBI Listing Regulations and there has beenno change in the circumstances which may affect their status as independent directorduring the year.
Pursuant to the requirements of the Companies Act 2013 and Articles ofAssociation 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 forre-appointment.
The Board recommends the appointment/re-appointment of above directorsfor your approval.
Brief details of Directors proposed to be appointed/ re-appointedas required under Regulation 36 of the SEBI Listing Regulations are provided in the Noticeof Annual General Meeting.
During the year under review Dr. Ravindra H. Dholakia (DIN:00069396) resigned from the directorship of the Company with effect from 24th May 2016due to his pre-occupation. The Board places on record its sincere appreciation for thevaluable contribution and guidance rendered by Dr. Ravindra H. Dholakia during his tenurewith the Company.
Directors' Responsibility Statement
Pursuant to Section 134(5) of the Companies Act 2013 the Board ofDirectors to the best of their knowledge and ability state the following:
a. that in the preparation of the annual financial statements theapplicable accounting standards have been followed along with proper explanation relatingto material departures if any;
b. that such accounting policies have been selected and appliedconsistently and judgement and estimates have been made that are reasonable and prudent soas to give a true and fair view of the state of affairs of the Company as at 31st Mach2017 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 maintenanceof adequate accounting records in accordance with the provisions of the Companies Act2013 for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;
d. that the annual financial statements have been prepared on a goingconcern basis;
e. that proper internal financial controls were in place and that thefinancial control were adequate and were operating effectively;
f. that proper systems to ensure compliance with the provisions of allapplicable laws were in place and were adequate and operating effectively.
Number of Board Meetings
The Board of Directors met 4 (four) times during the year under review.The details of board meetings and the attendance of the Directors are provided in theCorporate Governance Report which forms part of this report.
Independent Directors' Meeting
The Independent Directors met on 14th February 2017 without theattendance of Non-Independent Directors and members of the Management. The IndependentDirectors 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 ofExecutive Directors and Non-Executive Directors and assessed the quality quantity andtimeliness of flow of information between the Company Management and the Board that isnecessary for the Board to effectively and reasonably perform their duties.
The Board adopted a formal mechanism for evaluating its performance andas well as that of its Committees and individual Directors including the Chairman of theBoard. The exercise was carried out through a structured evaluation process coveringvarious 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 governanceissues etc.
Policy on Directors' Appointment and Remuneration
The Company's policy on directors' appointment andremuneration and other matters provided in Section 178(3) of the Companies Act 2013 ismade available on the Company's 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 adequacyare included in the Management and Discussion & Analysis which forms part of thisreport.
The Board of the Company has formed a risk management committee toframe implement and monitor the risk management plan for the Company. The committee isresponsible for reviewing the risk management plan and ensuring its effectiveness. Theaudit 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 asper the provision of the SEBI Listing Regulations and the Companies Act 2013 are given inthe 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 inthe Corporate Governance Report. The Annual Report on CSR activities is annexed to thisReport. The CSR Policy is available on the website (http://www.adanienterprises.com/investors/investor-download) of the Company.
Material Orders passed by the Corporate Governance and ManagementDiscussion and Analysis Report
Separate reports on Corporate Governance compliance and ManagementDiscussion and Analysis as stipulated by the SEBI Listing Regulations forms part of thisAnnual Report along with the required Certificate from Statutory Auditors of the Companyregarding compliance of the conditions of Corporate Governance as stipulated.
In compliance with Corporate Governance requirements as per the SEBIListing Regulations your Company has formulated and implemented a Code of BusinessConduct and Ethics for all Board members and senior management personnel of the Companywho have affirmed the compliance thereto.
Business Responsibility Report
The Business Responsibility Report for the year ended 31stMarch 2017 as stipulated under Regulation 34 of the SEBI Listing Regulations is annexedand 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 yourCompany has constituted
Internal Complaints Committee (ICC) which is responsible for redressalof complaints related to sexual harassment. During the year under review therewere no complaints pertaining to sexual harassment.
Extract of Annual Return
The details forming part of the extract of the Annual Return in FormMGT-9 are annexed to this Report as Annexure-A.
Related Party Transactions
All related party transactions entered into by the Company during thefinancial year were on an arm's length basis and were in the ordinary course ofbusiness. Your Company had not entered into any transactions with related parties whichcould be considered material in terms of Section 188 of the Companies Act 2013.Accordingly the disclosure of related party transactions as required under Section134(3)(h) of the Companies Act 2013 in Form AOC - 2 is not applicable.
Regulators or Courts or Tribunals Impacting the
Going Concern Status of the Company
There are no significant and material orders
Regulators or Courts or Tribunals which would impact the going concernstatus and the Company's future operations.
Your Company has taken appropriate insurance for all assets againstforeseeable perils.
Auditors & Auditors' Report
Pursuant to the provisions of Section 139 of the Companies Act 2013read with the Companies (Audit and Auditors) Rules 2014 the term of M/s. Dharmesh Parikh& Co. Chartered Accountants (Firm Registration No.: 112054W) Statutory Auditors ofthe Company expires at the conclusion of the ensuing Annual General Meeting of theCompany.
The Notes to the financial statements referred in the
Auditors Report are self-explanatory and therefore do not call for anycomments under Section 134 of the Companies
Act 2013. The Auditors' Report is enclosed with the financialstatements in this Annual Report.
The Board of Directors of the Company at their meeting held on 24thMay 2017 on the recommendation of the Audit Committee have recommended the appointmentof M/s. Shah Dhandharia & Co. Chartered Accountants (Firm Registration No.118707W) as the Statutory Auditors of the Company to the Members at the 25th AnnualGeneral Meeting of the Company for an initial term of 5 years. Accordingly a resolutionproposing appointment of M/s. Shah Dhandharia & Co. Chartered Accountants as theStatutory
Auditors of the Company for a term of five consecutive years i.e. fromthe conclusion of 25th Annual General Meeting till the conclusion of 30th Annual GeneralMeeting of the Company pursuant to Section 139 of the Companies Act 2013 forms part ofthe Notice calling 25th Annual General Meeting of the Company. In this regard the Companyhas received a certificate to the effect that they satisfy the criteria provided underSection 141 of the Act and that the appointment if made shall be in accordance with theapplicable provisions of the Act and rules framed thereunder.
Secretarial Audit Report
Pursuant to the provisions of Section 204 of the Companies Act 2013and the rules made thereunder the Company has re-appointed Mr. Ashwin Shah PracticingCompany Secretary to undertake the Secretarial Audit of the Company. The Secretarial AuditReport for FY 2016-17 is annexed which forms part of this report as Annexure-B. Therewere no qualifications reservation or adverse remarks given by
Secretarial Auditors of the Company.
Cost Audit Report
Your Company has appointed eposed in the Company. M/s. K V Melwani& Associates Practicing Cost Accountants to conduct audit of cost records of MiningActivities of the Company for the year 31st March
2018. The Cost Audit Report for the year 2015-16 was filed before thedue date with the Ministry of Corporate Affairs.
Particulars of Employees
The information required under Section 197 of the Companies Act 2013read with Rule 5(1) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 are provided in separate annexure forming part of this Report asAnnexure-C.
The statement containing particulars of employees as required underSection 197 of the Companies Act 2013 read with Rule 5(2) of the Companies (Appointmentand Remuneration of Managerial Personnel) Rules 2014 will be provided upon request. Interms of Section 136 of the Companies Act 2013 the Report and Accounts are being sent tothe Members and others entitled thereto excluding the information on employees'particulars which is available for inspection by the members at the Registered Office ofthe Company during business hours on working days of the Company. If any member isinterested in obtaining a copy thereof such Member may write to the Company Secretary inthis regard.
Conservation of Energy Technology Absorption
Foreign Exchange Earnings and Outgo
The information on conservation of energy technology absorption andforeign exchange earnings and outgo stipulated under Section 134(3)(m) of the CompaniesAct 2013 read with Rule 8 of The Companies (Accounts) Rules 2014 as amended from timeto time is annexed to this Report as Annexure-D.
Your Directors are highly grateful for all the guidance support andassistance received from the Government of India Government of Gujarat FinancialInstitutions and Banks. Your Directors thank all shareholders esteemed customerssuppliers and business associates for their faith trust and confidence
Your Directors also wish to place on record their sincere appreciationfor the dedicated efforts and consistent contribution made by the employees at all levelsto ensure that the Company continues to grow and excel.
For and on behalf of the Board of Directors