Adani Transmission Ltd.
|BSE: 539254||Sector: Infrastructure|
|NSE: ADANITRANS||ISIN Code: INE931S01010|
|BSE 15:42 | 16 Jan||223.40||
|NSE 15:48 | 16 Jan||223.90||
|Mkt Cap.(Rs cr)||24,570|
|Mkt Cap.(Rs cr)||24569.76|
Adani Transmission Ltd. (ADANITRANS) - Director Report
Company director report
Your Directors are pleased to present the 4th Annual Report along with the auditedfinancial statements of your Company for the financial year ended on 31st March 2017.
Financial performance summary
The summarized financial highlight is depicted below: (Rs in Crores)
Note - The financial results of the Company have been prepared in accordance withIndian Accounting Standards (IND AS) from 1st April 2016. Consequently the results forthe previous period have also been restated as per IND AS.
There are no material changes and commitments affecting the financial position of theCompany 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 the relevant applicable INDAS and Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2016 ("SEBI Listing Regulations") and provisions of the CompaniesAct 2013 forms part of this Annual Report.
The key aspects of your Company's consolidated performance during the financial year2016-17 are as follows:
Your Company is the largest power transmission company operating in the private sectorin India and owns operate and maintain around 5450 Ckt Kms of transmission lines rangingfrom 220 KV to 765 KV with a total transformation capacity of more than 13500 MVA. YourCompany has six fully operational Transmission Systems that primarily serve the Northernand Western regions of India and is also constructing additional projects of around 2400Ckt Kms in Rajasthan Chhattisgarh Madhya Pradesh Maharashtra Jharkhand & Biharwhich were awarded through Tariff Based Competitive Bidding process. Constructions ofprojects won under Tariff Based Competitive Bidding were well ahead of scheduled time ofcompletion and within the budget. With completion of all ongoing projects andacquisitions the network of the Company is expected to surpass 11000 Ckt Kms.
Your Company's operating performance in FY17 has set the best benchmark in the countryin terms of consistent operational Network availability ranging from 99.09% to 100%. YourCompany continues to pursue the organic as well as inorganic growth opportunities. We havea strong & seamless integration of processes people & technology which has laid astrong foundation for the Company to create the value for its stakeholders.
Consolidated total income in FY17 was H2902 Crore as compared to H2267 Crorein FY16.
Consolidated EBIDTA in FY17 was H2005 Crore as compared to H1997 Crore in FY16.
Consolidated PAT in FY17 was up by 13% at H416 Crore ascompared to H368 Crore inFY16.
Standalone Financial Results :
On standalone basis your Company registered total revenue of H1608 Crore in FY17 ascompared to H421 Crore in FY16.
The detailed operational performance of your Company has been comprehensively discussedin the Management Discussion and Analysis Report which forms part of this Report.
In view of accumulated losses on standalone basis your Directors have not recommendedany dividend on Equity
Shares for the year under review.
US Bond Issuance - Rule 144A/Regulation S Offerings
During the year under review your Company priced rule 144A/Regulation S offering ofUSD 500 million 4.00% Senior
Secured Notes due 2026. This was First USD public market international bond by anIndian Investment Grade private sector corporate issuer since July 2015. These Notes arerated Baa3 (Moody's) BBB- (S&P) and BBB- (Fitch).
Rupee Denominated Bonds - Masala Bonds During the year under review your Companypriced Rupee Denominated Bond of INR 5000 million 9.10% Senior Secured
Notes due 2021. This was first private Power sector issuance from an Indian InvestmentGrade issuer in international bond markets.
During the year under review your Company has not accepted any fixed deposits withinthe meaning of Section 73 of the Companies Act 2013 and the rules made there under.
During the year under review your Company has issued 25800 Rated Listed TaxableSecured Redeemable NonConvertible Debentures of face value of H10 lakhs each aggregatingto H2580 Crores on private placement basis listed on the Wholesale Debt Market Segment ofBSE Limited.
Further your Company has bought back 1650 Zero Coupon Rated Listed TaxableSecured Redeemable Non-Convertible
Debentures of the face value of H10 Lakhs each issued on private placement basis.
As on 31st March 2017 34150 Rated Listed Taxable Secured
Redeemable Non-Convertible Debentures of face value of H10 lakhs each aggregating toH3415 Crores were outstanding issued on private placement basis listed on the WholesaleDebt Market Segment of BSE Limited.
Particulars of loans guarantees or Investments
The provisions of Section 186 of the Companies Act 2013 with respect to a loanguarantee or security are not applicable to the Company as the Company is engaged inproviding infrastructural facilities which is exempted under
Section 186 of the Companies Act 2013. The details of investments made by the Companyduring the year under review are disclosed in the financial statements.
Subsidiaries Joint Ventures and Associate Companies
Your Company had 6 direct subsidiaries as on 31st March 2016. During the year underreview the following companies were acquired -
North Karanpura Transco Limited from REC Transmission Projects Company Limited.
Maru Transmission Service Company Limited and Aravali Transmission ServiceCompany Limited from GMR Energy Limited.
In view of the above the total number of subsidiaries as on 31st March 2017 was 9.
There are no associate companies or joint venture companies within the meaning ofSection 2(6) of the Companies Act 2013 ("Act"). There has been no materialchange in the nature of the business of the subsidiaries.
Pursuant to the provisions of Section 129 134 and 136 of the Companies Act 2013 readwith rules framed thereunder and pursuant to Regulation 33 of the SEBI ListingRegulations the
Company had prepared consolidated financial statements of the company and itssubsidiaries and a separate statement containing the salient features of financialstatement of subsidiaries joint ventures and associates in Form AOC-1 which forms part ofthe Annual Report.
The annual financial statements and related detailed information of the subsidiarycompanies shallbemade available to the shareholders of the holding and subsidiarycompanies seeking such information on all working days during business hours. Thefinancial statements of the subsidiary companies shall also be kept for inspection by anyshareholder/s during working hours at the Company's registered office and that of therespective subsidiary companies concerned. In accordance with Section 136 of the CompaniesAct 2013 the audited financial statements including consolidated financial statementsand related information of the Company and audited accounts of each of its subsidiariesare available on our website www.adanitransmission.com.Details of developments of subsidiaries of the Company are covered in the Management'sDiscussion and Analysis Report forms part of this Report.
Directors and Key Managerial Personnel
Mr. Laxmi Narayana Mishra (DIN: 01952408) was appointed as an Additional Director bythe Board at its meeting held on 4th April 2017. He was also appointed as a Whole-timeDirector of the Company subject to approval of members at the ensuing Annual GeneralMeeting. As an Additional Director he holds office upto the ensuing Annual GeneralMeeting. The Company has received notice from a member under Section 160 of the CompaniesAct 2013 proposing his appointment as a Director of the Company.
Pursuant to the provisions of Section 149 of the Companies
Act 2013 Mr. K. Jairaj Dr. Ravindra H. Dholakia and Ms. Meera Shankar were appointedas Independent Directors at the Annual General Meeting of the Company held on 10 thAugust 2016. The terms and conditions of appointment of Independent Directors are as perSchedule IV of the Act. The Company has received declarations from all the IndependentDirectors of the Company confirming that they meet with the criteria of independence asprescribed both under sub-section (6) of Section 149 of the Companies Act 2013 and theSEBI Listing Regulations and there has been no change in the circumstances which mayaffect their status as independent director during the year.
Pursuant to the requirements of the Companies Act 2013 and Articles of Association ofthe Company Mr. Gautam S. Adani (DIN: 0 0 0 06273) is liable to retire by rotation andbeing eligible offers himself for re-appointment.
The Board recommends the appointment/re-appointment of above directors for yourapproval.
Brief details of Directors proposed to be appointed / re-appointed as required underRegulation 36 of the SEBI
Listing Regulations are provided in the Notice of Annual General Meeting.
During the year under review Mr. V. Subramanian (DIN: 00357727) resigned from theDirectorship of the Company with effect from 24th August 2016 due to his pre occupation.Mr. Deepak Bhargava Whole-time Director (DIN: 05247943) of the Company resigned w.e.f.closure of business hours on 31st March 2017 on attaining the age of superannuation. TheBoard places on record its sincere appreciation for the valuable contribution and guidancerendered by Mr. Deepak Bhargava and Mr. V. Subramanian during their tenure with theCompany.
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 applicableaccounting standards have been followed along with proper explanation relating to materialdepartures if any;
b. that such accounting policies have been selected and applied consistently andjudgement and estimates have
been made that are reasonable and prudent so as to give a true and fair view of thestate of affairs of the Company as at 31st Mach 2017 and of the profit of the Company forthe year ended on that date;
c. that proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;
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 controlwere adequate and were operating effectively;
f. that proper systems to ensure compliance with the provisions of all applicable lawswere 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 ofboard 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 13 th February 2017 without the attendance ofNon-Independent Directors and members of the Management. The Independent Directorsreviewed the performance of non-independent directors and the Board as a whole; theperformance of the Chairperson of the Company
taking into account the views of Executive Directors and Non-Executive Directors andassessed the quality quantity and timeliness of flow of information between the CompanyManagement and the Board that is necessary for the Board to effectively and reasonablyperform their duties.
The Board adopted a formal mechanism for evaluating its performance and as well as thatof its Committees and individual Directors including the Chairman of the Board. Theexercise was carried out through a structured evaluation process covering various aspectsof the Boards functioning such as composition of the Board & committees experience& competencies performance of specific duties & obligations contribution at themeetings and otherwise independent judgment governance issues etc.
Policy on Directors' Appointment and Remuneration The Company's policy ondirectors' appointment and remuneration and other matters provided in Section 178(3) ofthe Companies Act 2013 is made available on the Company's website (
Internal Financial Control System and Their Adequacy
The details in respect of internal financial control and their adequacy are included inthe Management and Discussion &
Analysis which forms part of this report.
The Board of the Company has formed a risk management committee to frame implement andmonitor the risk management plan for the Company. The committee is responsible forreviewing the risk management plan and ensuring its effectiveness. The audit committee hasadditional 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 theprovisions of the SEBI Listing Regulations and Companies Act 2013 are given in theCorporate Governance Report which forms part of this report.
Corporate Social Responsibility & Sustainability
The Company has constituted a Corporate Social Responsibility & Sustainability(CSR&S) Committee and
has framed a CSR Policy. The brief details of (CSR&S) Committee are provided in theCorporate Governance Report.
The Annual Report on CSR activities is annexed to this Report. The CSR Policy isavailable on the website (http://
Corporate Governance and Management Discussion and Analysis Report
Separate reports on Corporate Governance compliance and Management Discussion andAnalysis as stipulated by the SEBI Listing Regulations forms part of this Annual Reportalong with the required Certificate from Statutory Auditors of the Company regardingcompliance of the conditions of Corporate Governance as stipulated.
In compliance with Corporate Governance requirements as per the SEBI ListingRegulations your Company has formulated and implemented a Code of Business Conduct andEthics for all Board members and senior management personnel of the Company who haveaffirmed the compliance thereto.
Business Responsibility Report
The Business Responsibility Report for the year ended 31st March 2017 as stipulatedunder Regulation 34 of the SEBI Listing Regulations is annexed which forms part of thisAnnual Report.
Prevention of Sexual Harassment at Workplace
As per the requirement of the Sexual Harassment of Women at Workplace (PreventionProhibition & Redressal) Act 2013 and rules made thereunder your Company hasconstituted Internal Complaints Committee (ICC) which is responsible for redressal ofcomplaints related to sexual harassment. During the year under review there were nocomplaints pertaining to sexual harassment.
Extract of Annual Return
The details forming part of the extract of the Annual Return in Form MGT-9 are annexedto this Report as Annexure-A.
Related Party Transactions
All the related party transactions entered into during the financial year were on anarm's length basis and were in the ordinary course of business. Your Company had notentered into any transactions with related parties which could be considered material interms of Section 188 of the Companies Act 2013. Accordingly the disclosure of relatedparty transactions as required under Section 134(3)(h) of the Companies Act 2013 in FormAOC 2 is not applicable.
During the year under review your Company has entered into transactions with relatedparty which are material as per Regulation 23 of the SEBI Listing Regulations and thedetails of the said transactions are provided in the Annexure to Notice of the AnnualGeneral Meeting.
Significant and Material Orders Passed by the Regulators or Courts or TribunalsImpacting the Going Concern Status of the Company
There are no significant and material orders passed by the Regulators or Courts orTribunals which would impact the going concern status and the Company's future operations.
The 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 rulesmade thereunder M/s. Dharmesh Parikh & Co. Chartered Accountants (Firm Registration
No.: 112054W) were appointed as Statutory Auditors of the Company to hold office tillconclusion of the 5th Annual General Meeting (AGM) of the Company to be held in thecalendar year 2018 subject to ratification of their appointment at every AGM.Accordingly the appointment of M/s. Dharmesh Parikh & Co. Chartered Accountants asStatutory Auditors of the Company is placed for ratification by the Shareholders. In thisregard the Company has received a certificate from the auditors to the effect that ifthey are re-appointed it would be in accordance with the provisions of Section 141 of theCompanies Act 2013.
The Notes to the financial statements referred in the Auditors Report areself-explanatory and therefore do not call for any comments under Section 134 of theCompanies Act 2013. The Auditors' Report is enclosed with the financial statements inthis 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 appointed M/s. Samdani Shah& Kabra Company Secretaries to undertake the Secretarial Audit of the Company. TheSecretarial Audit Report for FY 2016-17 is annexed which forms part of this report asAnnexure-B. There were no qualifications reservation or adverse remarks given bySecretarial Auditors of the Company.
Particulars of Employees
The information required under Section 197 of the Companies Act 2013 read with Rule5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014are provided in separate annexure forming part of this Report as Annexure-C.
The statement containing particulars of employees as required under Section 197 of theCompanies Act 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 will be provided upon request. In terms of Section 136of the Companies Act 2013 the Report and Accounts are being sent to the Members andothers entitled thereto excluding the information on employees' particulars which isavailable for inspection by the members at the Registered Office of the Company duringbusiness hours on working days of the Company. If any member is interested in obtaining acopy 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 exchangeearnings and outgo stipulated under Section 134(3)(m) of the Companies Act 2013 read withRule 8 of The Companies (Accounts) Rules 2014 as amended from time to time is annexed tothis Report as Annexure-D.
Your Directors are highly grateful for all the guidance support and assistancereceived from the Government of India various State Governments Financial Institutionsand Banks.
Your Directors thank all shareowners esteemed customers suppliers and businessassociates for their faith trust and confidence reposed in the Company.
Your Directors also wish to place on record their sincere appreciation for thededicated efforts and consistent contribution made by the employees at all levels toensure that the Company continues to grow and excel.