Adani Ports & Special Economic Zone Ltd

Adani Ports & Special Economic Zone Ltd

Adani Ports and Special Economic Zone Limited (APSEZ) India's largest private port and Special Economic Zone was incorporated as Gujarat Adani Port Ltd (GAPL) on 26 May 1998 to develop a private port at Mundra on the West Coast of India. The Company is in the business of development operations and maintenance of port infrastructure (port services and related infrastructure development) and has linked multi product Special Economic Zone (SEZ) and related infrastructure contiguous to Port at Mundra. It operates ports in Mundra Dahej Hazira Dhamra Ennore and Kattupalli and terminals in Mormugao Visakhapatnam and Kandla (Tuna-Tekra). APSEZ Ports with its presence at ten locations (two in development phase) handles a wide variety of cargo ranging from coal crude containers to fertilizers agri products steel & project cargo edible oil chemicals automobiles etc. In October 2001 the company commenced commercial operations. In May 2002 the company signed an agreement with Guru Govind Singh Refineries Ltd (GGSRL) for Crude Oil handling at Mundra. In October 2002 they signed an agreement with Indian Oil Corporation (IOC) for setting up Single Point Mooring (SPM) Facility and Crude Oil Handling at Mundra. In November 2002 they signed an agreement with Indian Railways for integrating Mundra-Adipur railway line with the national rail network.In January 2003 the company signed sub-concession agreement for a container terminal. In July 2003 Container Terminal I became operational. In April 2004 the company entered shareholders agreement with Kutch Railway Company Ltd for Gandhidham - Palanpur gauge conversion.In June 2005 Adani Port Ltd was amalgamated with the company with effect from April 1 2003. In December 2005 Single Point Mooring (SPM) became operational. In April 2006 Mundra Special Economic Zone Ltd and Adani Chemicals Ltd were amalgamated with the company. In July 2006 the name of the company was changed from Gujarat Adani Port Ltd to Mundra Port and Special Economic Zone Ltd (MPSEZ) to reflect the nature of business.In March 2007 the company commissioned two additional berths for bulk cargo operation at Terminal II. In April 2007 the company singed Port Services Agreement with Tata Power promoted power generation company for handling imported coal cargo. In October 2007 the company came out with the initial public offer (IPO) and in November 2007 their shares were listed on National Stock Exchange (NSE) and Bombay Stock Exchange (BSE). In February 2008 the company signed Port Services Agreement with Maruti Suzuki India Ltd for handling car exports. In January 2009 ADANI Auto Terminal commenced Terminal Operation. During the year 2009-10 the company incorporated Adani Murmugao Port Terminal Pvt Ltd Adani Hazira Port Pvt Ltd and Mundra International Airport Pvt Ltd as wholly owned subsidiaries companies. Also Adani Petronet (Dahej) Port Pvt Ltd a joint venture of the company and Petronet LNG Ltd. (PLL) for development of solid cargo port project at Dahej Gujarat became a subsidiary company. Adani Logistics Ltd and Inland Conware (Ludhiana) Pvt Ltd merged with Inland Conware Pvt Ltd. Further Inland Conware Pvt Ltd was renamed as Adani Logistics Ltd. During the year 2010-11 the company incorporated Adani Vizag Coal Terminal Pvt Ltd Adani International Container Terminal Pvt Ltd Mundra Port Pty Ltd Australia and Mundra Port Holdings Pty Ltd Australia as subsidiary companies. In September 2010 the promoter entities of the company merged with Adani Enterprises Ltd (AEL). Consequently AEL became the holding company in place of erstwhile Adani Infrastructure Services Pvt Ltd. On 12 December 2010 Mundra Port West basin commenced its commercial operations with the berthing of its first cargo vessel M.V. CSK Beilun with LOA of 289 mtrs and beam of 45 mtrs. With the commissioning of the West Basin Mundra Port is poised to become the world largest coal import terminal.The name of the company was changed from Mundra Port and Special Economic Zone Ltd to Adani Ports and Special Economic Zone Ltd with effect from January 6 2012.On 2 July 2012 APSEZ's subsidiary Adani Kandla Bulk Terminal Pvt. Ltd. signed a concession agreement with the Kandla Port Trust to set up a dry bulk terminal at the Kandla Port on build operate and transfer basis.On 2 July 2013 APSEZ announced that it has formed a joint venture with Switzerland-based MSC Mediterranean Shipping Company the world's leading shipping company to operate a new container terminal at Mundra port.On 12 September 2013 APSEZ announced that its Mundra port had handled 151229 metric tonnes of steam coal in 24 hours thus setting a new national record in coal cargo handling in the country.On 18 December 2013 APSEZ announced the completion of a Rs 400-crore steam coal import terminal at Visakhapatnam port eight months ahead of schedule marking an entry on the east coast of India.On 30 December 2013 APSEZ announced the successful handling of the first liquid consignment at its Hazira port. Mundra Port the flagship port of APSEZL achieved a new landmark of handling 100 million metric tonnes in FY 13-14. On 16 May 2014 APSEZ today announced that it has executed a definitive agreement with L&T Infrastructure Development Projects Limited and Tata Steel Limited to acquire Dhamra port located on the East Coast of India in the state of Odisha at an enterprise value of Rs. 5500 crore. On 16 July 2014 APSEZ received the environment and coastal regulation zone clearance from the Union Ministry for Environment and Forests for its special economic zone (SEZ) in Mundra. The SEZ is spread across 8481 hectares in Mundra and includes the Mundra port.On 10 February 2015 APSEZ announced the commissioning of a bulk terminal at Tuna Tekra Kanda Port with an annual handling capacity of over 20 million tones.On 5 December 2015 APSEZ formally began the development of an international transhipment project in Vizhinjam Kerala. On 20 September 2016 Abbot Point Operations Pty Ltd (APO) an Australian subsidiary of APSEZ entered into an agreement to acquire ownership of Abbot Point Bulkcoal Pty Ltd (APB) an Australian registered company performing the operations and maintenance activities of Abbot Point Coal Terminal in Queensland Australia. On 20 April 2017 Adani Logistics Ltd. a subsidiary of APSEZ announced the commissioning of commercial operations at its Multimodal Logistics Park at Kilaraipur Ludhiana in Punjab.On 25 April 2017 APSEZ announced the commissioning of a new container terminal at Mundra port as a joint venture project with CMA Terminals (CMAT) - part of the France based CMA CGM group owner of one of the world's leading Container Carriers and port operators. APSEZ and CMA CGM will jointly operate the container terminal for 15 years. The partnership has an option to extend the contract twice for 10 more yearsOn 1 June 2017 APSEZ announced that it has begun the construction of the first berth at India's premier and ambitious international transshipment project in Vizhinjam Kerala. The port location is selected to tap the potential of development as a deep-water international multi-cargo port.During the year the Company has entered into an arrangement with the Adani International Container Terminal Private Limited (AICTPL) a Joint Venture to sub lease new terminal CT-3 Extension besides CT-3. The said terminal commenced operations w.e.f. November 1 2017.During the year under review the Hon'ble National Company Law Tribunal had vide its order dated August 18 2017 sanctioned the Scheme of Arrangement between Adani Ports and Special Economic Zone Limited and The Adani Harbour Services Private Limited (the Transferee Company) and their respective shareholders and creditors. The Scheme with effect from April 1 2016 inter alia provided for transfer and vesting of Marine Business Undertaking of the Company to the Transferee Company as a going concern on Slump Sale basis. During the year Mundra International Gateway Terminal Private Limited was incorporated as wholly owned subsidiary of the Company on May 17 2017 with an object to develop operate maintain ports and related infrastructure facilities.Adani International Terminals Pte Ltd. Singapore was incorporated as wholly owned subsidiary of the Company on June 30 2017 with an object to develop operate maintain ports and related infrastructure facilities.The Company had 28 (direct and indirect) subsidiaries as on March 31 2018.Adani Logistics Limited a wholly owned subsidiary of the Company has acquired 100% stake of Blue Star Realtors Private Limited on April 26 2018.The company has 58 subsidiary companies (including step-down subsidiaries) 2 joint ventures and 1 associate company as on 31 March 2019.During the FY2019the company signed definitive agreements to acquire up to 100% stake in Innovative B2B Logistics Solutions Pvt. Ltd an entity controlled by Private Equity firm True North.The Board at its meeting held on 04 June 2019 approved a proposal for the Company to buy back its fully-paid-up equity shares of face value Rs 2 each from the eligible equity shareholders of the Company for an amount not exceeding Rs 1960 crore. The buy-back offer comprised a purchase of 39200000 equity shares aggregating 1.89% of the paid-up equity share capital of the Company at a price of Rs 500 per equity share. The buyback was offered to all eligible equity shareholders of the Company as on the record date (i.e. 21 June 2019) on a proportionate basis through the `Tender offer' route. The Company concluded the buyback procedures on 30 September 2019 and 39200000 equity shares were extinguished.During the year 2019-20 the Company has issued 2800 Rated Listed Secured Redeemable Non-Convertible Debentures (NCDs) of face value of Rs 1000000 each aggregating to Rs 280 crore on a private placement basis listed on the Wholesale Debt Market Segment of BSE Limited.The company has 67 subsidiary companies (including step-down subsidiaries) 2 joint ventures and 1 associate company as on 31 March 2020.During the FY2020the company acquired 75% controlling stake at Krishnapatnam Port Company Limited.The total capex incurred by the Company at the ports and for acquisition of land and rakes for developing the logistics business was Rs 3615 crore which is in line with our overall capex guidance.During the FY2021 the Board of Directors at its meeting held on 03 March 2021 had approved the Composite Scheme of Arrangement between Adani Ports and Special Economic Zone Ltd and Brahmi Tracks Management Services Pvt. Ltd (Brahmi) and Adani Tracks Management Services Pvt. Ltd (Adani Tracks) and Sarguja Rail Corridor Pvt. Ltd (Sarguja) and their respective shareholders and creditors with other applicable provisions a. amalgamation of Brahmi with APSEZ with effect from the Appointed Date 1 i.e. 01 April 2021b. amalgamation of Adani Tracks with Sarguja with effect from the Appointed Date 2 i.e. April 2 2021c. transfer of the Divestment Business Undertaking (Mundra Rail Business) as a going concern on Slump Sale basis with effect from the Appointed Date 2 i.e. April 2 2021 by APSEZ to Sarguja for a lump sum considerationd. upon the Scheme becoming effective the name of Sarguja shall stand changed to Adani Tracks Management Services Pvt. Ltd. And various other matters consequential or otherwise integrally connected with the Scheme. Pursuant to the shareholders' approval received at Extra-ordinary General Meeting held on 06 April 2021 the Company has allotted 10000000 equity shares of the face value of Rs 2 each at a price of Rs 800 per equity share (at a premium of Rs 798 per equity share) aggregating to Rs 800 crore on 19 April 2021 to Windy Lakeside Investment Ltd. (an affiliate of Warburg Pincus) for cash consideration by way of a preferential issue on a private placement basis.During the year 2020-21 the Company has issued and allotted 30000 Rated Listed Secured Redeemable Non-Convertible Debentures (NCDs) of face value of Rs 10 lakh each aggregating to Rs 3000 crore on a private placement basis listed on the Wholesale Debt Market Segment of BSE Ltd.The company has 77 subsidiaries and 7 joint ventures as on 31 March 2021.During the FY2021the company acquired 15% of its existing operational capacity (as it stood on March 31 2021). The Company completed the 75% acquisition of the Krishnapatnam port and entered into a definitive agreement for the acquisition of the balance 25% stake at an Enterprise Value of Rs 13675 crore.The company completed the acquisition of the Dighi port for Rs 705 crore and announced the acquisition of the Sarguja Rail Corridor and Gangavaram port.Adani International Ports Holdings Pte Ltd has been incorporated as a wholly owned subsidiary of the company on 16 June 2021. During the quarter ended 30 June 2021company's subsidiary has acquired 100% stake of AYN Logistics Infra Pvt Ltd on 04 May 2021.Adani Gangavaram Port Pvt Ltd has been incorporated as a wholly owned subsidiary of the company on 14 July 2021.During year 2021-22 Hon'ble National Company Law Tribunal Ahmedabad (NCLT) vide its Order dated 27th January 2022 sanctioned Composite Scheme of Arrangement between Adani Ports and Special Economic Zone Ltd. (the Company) and Brahmi Tracks Management Services Pvt. Ltd. and Adani Tracks Management Services Pvt. Ltd. and Sarguja Rail Corridor Pvt. Ltd. and their respective Shareholders and Creditors Scheme-1 for allotment of 70621469 Equity Shares of the Face Value of Rs. 2 each fully paid up to eligible shareholder of Brahmi in the Share Exchange Ratio (SER) as provided in the Scheme-1 which was made effective on 17th February 2022 with effect from the Appointed Date i.e. 1st April 2021. During the year 2021-22 the Board of Directors of the Company at its meeting held on 22nd September 2021 approved Composite Scheme of Arrangement between Gangavaram Port Ltd. (GPL) and Adani Ports and Special Economic Zone Ltd. (Company) and Adani Gangavaram Port Pvt. Ltd. (AGPPL) and their respective shareholders and creditors for a) amalgamation of GPL with the Company witheffect from the Appointed Date 1 i.e. 1st April 2021 and b) transfer of Divestment Business Undertaking (as defined in the said Scheme -2) as a going concern on a Slump Sale basis with effect from Appointed Date 2 i.e. 2nd April 2021 by the Company to AGPPL which got approved on March 14 2022 as per Order of Hon'ble NCLT Ahmedabad.During 2021-22 Company increased ownership from 75% to 100% in Krishnapatnam Port by acquiring 25% stake from Vishwasamudra Holdings on 8th June 2021. It acquired 31.50% stake in Gangavaram Port Ltd. from Windy Lakeside Investment Ltd. on 16th April 2021 and 10.4% stake from Government of Andhra Pradesh on 22nd September 2021. Adani Krishnapatnam Port Ltd. wholly owned subsidiary of the Company acquired 100% stake of Seabird Distriparks (Krishnapatnam) Pvt. Ltd. on 31st January 2022. The Adani Harbour Services Ltd. a wholly owned subsidiary of the Company acquired 100% stake of Savijana Sea Foods Pvt. Ltd. and 97.17% stake of Ocean Sparkle Ltd. on 10th May 2022. APSEZ divested 100% stake of MPSEZ Utilities Ltd. on 16th December 2021.During the year 2021-22 HDC Bulk Terminal Ltd. EZR Technologies Pvt. Ltd. Adani Gangavaram Port Pvt. Ltd. Seabird Distriparks (Krishnapatnam) Pvt. Ltd. AYN Logistics Infra Pvt. Ltd. Colombo West International Terminal (Private) Ltd. Sri Lanka and Adani International Ports Holdings Pte Ltd. Singapore were formed as subsidiaries of the Company.During the year 2022-23 Gangavaram Port Limited (GPL) was merged with Adani Ports and Special Economic Zone Limited (the Parent Company) effective from 1st April 2021 and as a result Divestment Business Undertaking of the Company got transferred to Adani Gangavaram Port Private Limited (AGPL) through the Scheme of Arrangement as a going concern on slump sale basis effective from 2nd April 2021. The Company acquired 49.38% equity stake into Indianoil Adani Ventures Limited (formerly Indian Oil Tanking Limited (IOTL) and 10% equity stake in IOT Utkal Energy Services Limited subsidiary of IOTL effective from 1st February 2023. It acquired Karaikal Port Private Limited (KPPL) in Puducherry which became wholly owned subsidiary of the Company acquired ownership of Inland Container Depot cum Private freight terminal situated at Tumb Village on 16th August 2022. The Company held 70% stake in Mediterranean International Ports A.D.G.D Limited (MIPAL) which acquired Haifa Port Company Limited Israel on 10th January 2023.During the year 2022-23 Tajpur Sagar Port Limited Adani Aviation Fuels Limited Adani Agri Logistics (Sandila) Limited Adani Agri Logistics (Gonda) Limited Adani Agri Logistics (Chandari) Limited Adani Agri Logistics Katihar Two Limited PU Agri Logistics Limited HM Agri Logistics Limited BU Agri Logistics Limited Mediterranean International Ports A.D.G.D Limited Israel The Adani Harbour International DMCC Dubai and Port Harbour Services International Pte. Limited Singapore were formed as new subsidiaries of the Company.