Adani Enterprises Ltd.
|BSE: 512599||Sector: Others|
|NSE: ADANIENT||ISIN Code: INE423A01024|
|BSE 12:52 | 17 Jun||1368.60||
|NSE 12:39 | 17 Jun||1364.05||
|Mkt Cap.(Rs cr)||150,519|
|Mkt Cap.(Rs cr)||150518.63|
Adani Enterprises Ltd. (ADANIENT) - Director Report
Company director report
Your Directors are pleased to present the 28th Annual Report along with the audited financial statements of your Company for the financial year ended on 31st March 2020.
The summarised financial performance highlight is as mentioned below:
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 2020 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 Company's (or AEL) consolidated performance during the financial year 2019-20 are as follows:
Your Company is the flagship company of the Adani Group one of the India's largest business conglomerates. AEL is a fast-growing company with a diversified business portfolio comprising integrated resources management and mining services solar modules manufacturing as well as edible oil business. Through its efficient competitive and profitable B2B and B2C operations your Company is enhancing access to basic services such as electricity through timely coal supplies helping to create a clean environment delivering quality food grain and providing a healthy cooking medium. In doing so AEL is playing a key role in fostering a better future for the people. The following are some of the operational highlights for FY 2019-20 -
Integrated Resources Management (IRM) volume increased by 17% to 78.76 MMT against 67.45 MMT in FY 2018-19.
Mining Services coal production increased by 3% to 15.51 MMT vs 15.00 MMT in FY 2018-19.
Solar Manufacturing volume increased by 55% to 990 MW vs 637 MW in FY 2018-19.
Shareholders value increased at CAGR of 45% in last 3 years by demerger of renewable generation and city gas distribution businesses.
Consolidated EBIDTA grew 17% to Rs. 2968 crore in FY 2019-20 vs Rs. 2541 crore in FY 2018-19.
Consolidated PAT attributable to owners rose 59% to Rs. 1138 crore in FY 2019-20 vs Rs. 717 crore in FY 2018-19. Consolidated Income from Operations increased 8% to Rs. 44086 crore vs Rs. 40951 crore in FY 2018-19.
Standalone Financial Results:
On standalone basis your Company registered total revenue of Rs. 16619.02 crore and PAT of Rs. 698.89 crore registering healthy growth of 43%.
The operational performance of your Company has been comprehensively discussed in the Management Discussion and Analysis Report which forms part of this Report.
Organisational Initiatives in response to COVID-19 situation
The ongoing COVID-19 crisis calls for the entire nation to fight as one collective force the Adani Group as a whole has contributed Rs. 100 crore to the PM Cares Fund in this hour of India's battle against COVID-19. Adani Group will further contribute additional resources to support the Governments and fellow citizen in these testing times. Considering this humble initiatives of the group your Company has made contribution of Rs. 15 crore to the PM Cares Fund for India's fight against COVID-19.
Your Company has always strived towards nation building through its business endeavours which focuses on creating excellent infrastructure capabilities to accelerate the growth. With the COVID-19 pandemic has brought things to a halt we at Adani will persistently support our fellow Indians through these testing times. We aim to emerge stronger once situations normalise. The emphasis will be on continued incubation of future businesses and create value for our stakeholders in the long term.
Due to outbreak of COVID-19 globally and in India the Company's management has made initial assessment of likely adverse impact on business and financial risks and believes that the impact is likely to be short term in nature. The management does not see any medium to long term risks in the Company's ability to continue as a going concern and meeting its liabilities as and when they fall due and compliance with the debt covenants as applicable.
Your Company has already paid an interim dividend @100% (Rs 1 per share of Rs. 1 fully paid up) on the fully paid up Equity Share Capital of the Company as recommended by the Board of Directors of the Company at its meeting held on 17th March 2020 for the year 2019-20 resulting into an outflow of Rs. 132.60 crore (inclusive of tax).
Your Director wish to conserve resources for future expansion and growth of the Company. Hence your Directors have decided not to declare any further final dividend for the year under review.
Transfer to Reserves
The Company proposes to transfer Rs. 25 crore to the General Reserve out of the amount available for appropriation.
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.
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. Mancherial Repallewada Road Private Limited (Subsidiary of Adani Road Transport Limited which is a wholly owned subsidiary of the Company)
2. Suryapet Khammam Road Private Limited (Subsidiary of Adani Road Transport Limited which is a wholly owned subsidiary of the Company)
3. Alpha Design Technologies Private Limited (Subsidiary of Adani Defence Systems and Technologies Limited which is a wholly owned subsidiary of the Company)
4. NW Rail Operations Pte. Ltd (Subsidiary of Adani Global Pte. Ltd which is a step down subsidiary of the Company)
5. North West Rail Holdings Pty Ltd (Subsidiary of NW Rail Operations Pte. Ltd which is a step down subsidiary of the Company)
6. North West Rail Pty Ltd (Subsidiary of North West Rail Holdings Pty Ltd which is a step down subsidiary of the Company)
7. Gare Pelma II Mining Private Limited
8. Adani Airport Holdings Limited
9. Adani Lucknow International Airport Limited
10. Kurmitar Mining Private Limited
11. Flaire Unmanned Systems Private Limited (Subsidiary of Adani Defence Systems and Technologies Limited which is a wholly owned subsidiary of the Company)
12. Adani Guwahati International Airport Limited
13. Adani Thiruvananthapuram International Airport Limited
14. Adani Mangaluru International Airport Limited
15. Adani Jaipur International Airport Limited
16. Adani Ahmedabad International Airport Limited
17. Stratatech Mineral Resources Private Limited
18. Adani Metro Transport Limited
19. Kurmitar Iron Ore Mining Private Limited
20. Mundra Solar Energy Limited (Subsidiary of Adani Green Technology Limited which is a step down subsidiary of the Company)
21. Adani Iron Ore Mining Private Limited
22. Adani Railways Transport Limited
23. Gare Palma II Collieries Private Limited
24. Sabarmati Infrastructure Services Limited (Subsidiary of Adani Airport Holdings Limited which is a wholly owned subsidiary of the Company)
25. Vijaynagara Smart Solutions Limited (Subsidiary of Adani Airport Holdings Limited which is a wholly owned subsidiary of the Company)
26. Periyar Infrastructure Services Limited (Subsidiary of Adani Airport Holdings Limited which is a wholly owned subsidiary of the Company)
27. Gomti Metropolis Solutions Limited (Subsidiary of Adani Airport Holdings Limited which is a wholly owned subsidiary of the Company)
28. Brahmaputra Metropolis Solutions Limited (Subsidiary of Adani Airport Holdings Limited which is a wholly owned subsidiary of the Company)
29. Agneya Systems Limited (Subsidiary of Adani Defence Systems and Technologies Limited which is a wholly owned subsidiary of the Company)
30. Carroballista Systems Limited (Subsidiary of Adani Defence Systems and Technologies Limited which is a wholly owned subsidiary of the Company)
New Associate company
1. Adani Power Resources Limited
Cessation of Subsidiary company
1. Mundra Solar Energy Limited
Cessation of Associate company
1. CSPGCL AEL Parsa Collieries 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 Company's 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 Management's Discussion and Analysis Report which forms part of this Report.
Directors and Key Managerial Personnel
During the year under review 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 of the Company w.e.f. 29th May 2019.
Pursuant to the provisions of Section 149 of the Act Mr. Hemant Nerurkar was re-appointed as an Independent Directors at the Annual General Meeting of the Company held on 8th August 2019. 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 respectively. 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. Vinay Prakash (DIN: 03634648) 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 2020 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; Related Party Transaction Policy; Vigil Mechanism / Whistle Blower Policy; Material Events 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/ corporate-governance.
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 5th February 2020 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 Company's policy on directors' appointment and remuneration and other matters provided in Section 178(3) of the Companies Act 2013 is available on the Company's website at https://www.adanienterprises.com/investors/ corporate-governance.
Internal Financial Control system and their adequacy
The details in respect of internal financial control and their adequacy are included in the 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 of the Company at https://www.adanienterprises.com/investors/corporate-governance.
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.
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 2020 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 arm's 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 Company's 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. There are no qualifications or reservations on 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 2019-20 is annexed which forms part of this report as Annexure-B. There are no qualifications or reservations on adverse remarks or disclaimer 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 ending 31st March 2021. The Cost Audit Report for the year 2018-19 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-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