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Adani Ports & Special Economic Zone Ltd.

BSE: 532921 Sector: Others
NSE: ADANIPORTS ISIN Code: INE742F01042
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VOLUME 279907
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P/E 119.70
Mkt Cap.(Rs cr) 162,324
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OPEN 746.50
CLOSE 732.80
VOLUME 279907
52-Week high 924.65
52-Week low 638.00
P/E 119.70
Mkt Cap.(Rs cr) 162,324
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Adani Ports & Special Economic Zone Ltd. (ADANIPORTS) - Director Report

Company director report

Your Directors are pleased to present the 22nd Annual Reportalong with the audited financial statements of your Company for the financial year endedMarch 31 2021.

Financial Performance

The audited financial statements of the Company as on March 31 2021are prepared in accordance with the relevant applicable Ind AS and Regulation 33 of theSecurities and Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations 2015 ("SEBI Listing Regulations") and provisions of the CompaniesAct 2013 ("Act").

The summarised financial highlight is depicted below:

(Rs in crore)

Particulars

Consolidated

Standalone

2020-21 2019-20 2020-21 2019-20
Revenue from operations 12549.60 11873.07 4377.15 4643.28
Other Income 1970.23 1861.35 2266.31 2902.97
Total Income 14519.83 13734.42 6643.46 7546.25
Expenditure other than Depreciation and Finance cost 4566.16 4307.68 1506.27 1627.64
Depreciation and Amortisation Expenses 2107.34 1680.28 619.18 553.29
Foreign Exchange (Gain) / Loss (net) (715.24) 1626.38 (718.48) 1581.71
Finance Cost
- Interest and Bank Charges 2129.16 1950.64 2201.15 1878.55
- Derivative (Gain)/Loss 126.13 (137.50) 125.70 (126.67)
Total Expenditure 8213.55 9427.48 3733.82 5514.52
Profit before share of Profit/ (Loss) from joint ventures exceptional items and tax 6306.28 4306.94 2909.64 2031.73
Share of loss from joint ventures (14.27) (4.39) - -
Profit before exceptional items and tax 6292.01 4302.55 2909.64 2031.73
Add/(Less):- Exceptional Items - (58.63) - -
Total Tax Expense 1243.27 459.39 981.71 97.48
Profit for the year 5048.74 3784.53 1927.93 1934.25
Other Comprehensive income (net of tax) (15.92) 36.62 8.18 11.31
Total Comprehensive Income for the year (net of tax) 5032.82 3821.15 1936.11 1945.56
Attributable to:
Equity holders of the parent 4978.82 3800.19 - -
Non-controlling interests 54.00 20.96 - -

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 Highlights

Your Company handled record cargo throughput of 247 MMT in FY 2020-21.Mundra Port continues to rank 1st in terms of total cargo handling and 2ndin terms of container cargo handling during the year under review. The other portsdeveloped and being operated by your Company at Hazira Tuna Dhamra and Ennore have alsoperformed well.

The key aspects of your Company's consolidated performance during theFY 2020-21 are as follows:

• Handled cargo of 247 MMT a growth of 11% year- on-year basis.

• Container volume crossed 7.2 million TEUs an increase of 16% onyear-on-year basis. Market share of APSEZ in container has increased to 41% of All Indiacontainer volume in FY 2020-21.

• Consolidated revenue from operations stood at RS 12549.60 crorein FY 2020-21.

• Profit after tax for the FY 2020-21 stood at RS 5048.74 crore.

The detailed operational performance of the Company has beencomprehensively discussed in the Management Discussion and Analysis Report which formspart of this Report.

Covid-19

Due to outbreak of Covid-19 globally and in India the Company'smanagement has made assessment of likely impact on business and financial risks based oninternal and external sources. The management has also considered the possible effects ofCovid-19 on the carrying amounts of its financial and nonfinancial assets and debtcovenants using reasonably available information estimates and judgments and hasdetermined that none of these balances require a material adjustment to their carryingvalues and that the management does not see any medium to long term risks in theCompany's ability to continue as a going concern and meeting its liabilities as and whenthey fall.

Dividend

Your Directors have recommended a dividend of 250% (RS 5) per EquityShare of RS 2 each and 0.01% dividend on 0.01% Non-Cumulative Redeemable Preference Sharesof RS 10 each for the FY 2020-21.

The said dividend if approved by the members would involve a cashoutflow of RS 1020.88 crore.

The dividend recommended is in accordance with the Company's DividendDistribution and Shareholder

Return Policy.

Transfer to Reserves

The closing balance of the retained earnings of the Company for FY2020-21 after all appropriations and adjustments was RS 17128.30 crore.

Senior Unsecured Notes ('Notes') Issuance - Rule 144A/Regulation SOfferings

During the year under review your Company has issued USD 750 million4.20% Senior Unsecured Notes due 2027 and USD 500 million 3.10% Senior Unsecured Notes due2031.

From the proceeds of issuance of USD 500 million Notes the Company hasannounced the redemption of its USD 500 million 3.95% Senior Unsecured Notes due 2022 outof which USD 321.174 million Notes were redeemed through cash tender offer and the balanceUSD 178.826 million Notes were redeemed pursuant to the terms of the trust deed.

These Notes are rated Baa3 by Moody's BBB- by S&P and BBB- byFitch.

Status of Scheme of Arrangement

During the year under review the Board of Directors at its meetingheld on March 3 2021 had approved the Composite Scheme of Arrangement between Adani Portsand 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 shareholdersand creditors ("Scheme") under sections 230 to 232 and other applicableprovisions of the Act -

(a) amalgamation of Brahmi with APSEZ with effect from the AppointedDate 1 i.e. April 1 2021 pursuant to the provisions of Sections 230-232 and/or otherapplicable provisions of the Act.

(b) amalgamation of Adani Tracks with Sarguja with effect from theAppointed Date 2 i.e. April 2 2021 pursuant to the provisions of Sections 230-232 and/orother applicable provisions of the Act.

(c) transfer of the Divestment Business Undertaking (Mundra RailBusiness) as a going concern on Slump Sale basis with effect from the Appointed Date 2i.e. April 2 2021 by APSEZ to Sarguja for a lump sum consideration under Sections230-232 and/or other applicable provisions of the Act and in accordance with Section2(42C) of the Income Tax Act.

(d) upon the Scheme becoming effective the name of Sarguja shallstand changed to "Adani Tracks Management Services Pvt. Ltd."

(e) various other matters consequential or otherwise integrallyconnected with the Scheme. Rationale/ objective of the Scheme:

(a) Over the years there has been growth in the logistic sector. TheGovernment of India has also come out with various public private participation schemes toefficiently meet the increasing demand in the logistics sector. With Dedicated FreightCorridor implementation the rail share is expected to increase meaningfully. Thus thereis a significant opportunity in developing the rail assets considering the growth demandand infrastructure build requirement.

(b) It is the objective of APSEZ to (i) consolidate the rail assetsunder one entity which will diligently work for the development maintenance and operationof existing and new railway lines across the country; (ii) tap private partnershipopportunity for developing the first mile - last mile connectivity and increasing thenetwork capacity for rail transport; and (iii) create center of excellence to bring bestpractices operational efficiency technology integration and common skill set.

(c) The Scheme will result in inter alia the following benefits:

(i) consolidation of the rail business productive utilization ofcombined resources operational and administrative efficiencies economics of scalereduction in overheads and other expenses reduction in the multiplicity of legal andregulatory compliances and consequential creation of greater value for shareholders andall other stakeholders;

(ii) track footprint of Sarguja will supplement to APSEZ's strategy ofproviding end to end logistics for hinterland to hinterland cargo movement;

(iii) availability of expanded business prequalifications increasednet worth to enable to bid for larger and more complex rail infrastructure projects andprovide better access to the funds for growth opportunities; and

(iv) benefit from the complimentary skills of the combined managementteam which in turn would enhance the overall corporate capability provide focusedstrategic leadership and facilitate better supervision of the business.

The said Scheme will be effective upon approval of shareholderscreditors Hon'ble National Company Law Tribunal and other regulatory and statutoryapprovals as applicable.

Issue of Equity Shares on preferential basis

Pursuant to the shareholders' approval received at Extra-ordinaryGeneral Meeting held on April 6 2021 the Company has allotted 10000000 equity sharesof the face value of RS 2 each at a price of H 800 per equity share (at a premium of H798 per equity share) aggregating to H 800 crore on April 19 2021 to Windy LakesideInvestment Ltd. (an affiliate of Warburg Pincus) for cash consideration by way of apreferential issue on a private placement basis in terms of provisions of Section 42 62and such other applicable provisions of the Act read with the rules made thereunder andChapter V of the Securities Exchange Board of India (Issue of Capital and DisclosureRequirements) Regulations 2018.

Pursuant to the aforesaid allotment the paid up equity share capitalof the Company stands increased from 2031751761 equity shares of RS 2/- each to2041751761 equity shares of RS 2/- each.

Fixed Deposits

During the year under review your Company has not accepted any fixeddeposits within the meaning of Section 73 of the Act read with rules made there under.

Non-Convertible Debentures

During the year under review your Company has issued and allotted30000 Rated Listed Secured Redeemable Non-Convertible Debentures (NCDs) of face valueof RS 10 lakh each aggregating to RS 3000 crore on a private placement basis listed onthe Wholesale Debt Market Segment of BSE Ltd.

Further your Company has redeemed 700 NCDs on April 23 2021 of facevalue of RS 10 lakh each issued on private placement basis.

Particulars of loans guarantees or investments

The provisions of Section 186 of the Act with respect to a loanguarantee investment or security is not applicable to the Company as the Company isengaged in providing infrastructural facilities which is exempted under Section 186 of theAct. The details of investments made during the year under review are disclosed in thefinancial statements.

Subsidiaries Joint Ventures and Associate Companies

Your Company has 77 subsidiaries and 7 joint ventures as on March 312021.

During the year under review following changes have taken place insubsidiaries and joint ventures :

• Adani Krishnapatnam Port Ltd.

• Aqua Desilting Pvt. Ltd.

• Dighi Port Ltd.

• Adani Krishnapatnam Container Terminal Pvt. Ltd.

• Adani KP Agriwarehousing Pvt. Ltd.

• Shankheshwar Buildwell Pvt. Ltd.

• Sulochana Pedestal Pvt. Ltd.

• NRC Ltd.

• Adani Logistics International Pte Ltd. Singapore

• Dighi Roha Rail Ltd. (JV of Dighi Port Ltd.)

Pursuant to the provisions of Section 129 134 and 136 of the Act readwith rules made thereunder and Regulation 33 of the SEBI Listing Regulations the Companyhas prepared consolidated financial statements of the Company and a separate statementcontaining the salient features of financial statement of subsidiaries joint ventures andassociates in Form AOC-1 forms part of this Annual Report.

The annual financial statements and related detailed information of thesubsidiary companies shall be made available to the members 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 anymembers during working hours at the Company's registered office and that of the respectivesubsidiary companies concerned. In accordance with Section 136 of the Act the auditedfinancial statements including consolidated financial statements and related informationof the Company and audited accounts of each of its subsidiaries are available on websitewww.adaniports.com. Pursuant to Section 134 of the Act read with rules made thereunderthe details of developments of subsidiaries and joint ventures of the Company are coveredin the Management Discussion and Analysis Report which forms part of this Report.

Directors and Key Managerial Personnel

During the year under review Mr. Mukesh Kumar IAS (DIN: 06811311)representing Gujarat Maritime Board resigned as a Director of the Company w.e.f May 222020. The Board placed on record the deep appreciation for valuable services and guidanceprovided by him during the tenure of his Directorship.

Mr. P. S. Jayakumar (DIN: 01173236) was appointed as an AdditionalDirector and also an Independent Director for a period of five consecutive years w.e.fJuly 23 2020 subject to approval of members at the ensuing Annual General Meeting. Inthe opinion of the Board he possesses requisite expertise integrity and experience(including proficiency) for appointment as an Independent Director of the Company.

Mrs. Avantika Singh Aulakh IAS (DIN: 07549438) Vice Chairman &CEO Gujarat Maritime Board was appointed as an Additional Director of the Company w.e.fSeptember 15 2020 subject to approval of members at the ensuing Annual General Meeting.

The Company has received declarations from all the

Independent Directors of the Company confirming that they meet with thecriteria of independence as prescribed in Section 149(6) of the Act and Regulation16(1)(b) of the SEBI Listing Regulations and there has been no change in the circumstanceswhich may affect their status as an Independent Director.

Pursuant to the requirements of the Act and Articles of Association ofthe Company Dr. Malay Mahadevia (DIN: 00064110) is liable to retire by rotation and beingeligible offers himself for re-appointment.

The Board recommends the appointment/re- appointment of above Directorsfor your approval.

Brief details of Directors proposed to be appointed/ re-appointed asrequired under Regulation 36 of the SEBI Listing Regulations are provided in the Notice ofthe Annual General Meeting.

Pursuant to provision of Section 203 of the Act Mr. Deepak Maheshwariceased to be Chief Financial Officer & Key Managerial Personnel of the Company witheffect from close of business hours on May 5 2021.

Directors' Responsibility Statement

Pursuant to Section 134(5) of the Act the Board of Directors to thebest of their knowledge and ability state the following:

a. that in the preparation of the annual financial statements theapplicable accounting standards have been followed and there are no material departures;

b. that such accounting policies have been selected and appliedconsistently and judgements and estimates have been made that are reasonable and prudentso as to give a true and fair view of the state of affairs of the Company as at March 312021 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 Act 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 goingconcern basis;

e. that proper internal financial controls were in place and that thefinancial control are adequate and operating effectively;

f. that proper systems to ensure compliance with the provisions of allapplicable laws are in place and are adequate and operating effectively.

Policies

During the year under review the Board of the Company have amended/approved changes in Policy on Board Diversity Dividend Distribution & ShareholderReturn Policy and Code of Internal Procedure and Conduct for regulating monitoring andreporting of trading by Insiders.

The policies adopted by the Company are available on website of theCompany at https://www.adaniports.com

Number of Board Meetings

The Board of Directors met 7 (seven) times during the year underreview. The details of board meetings and the attendance of the Directors are provided inthe Corporate Governance Report which forms part of

this Report.

Independent Directors' Meeting

The Independent Directors met on March 30 2021 without the attendanceof Non-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 Chairman of the Company taking into account the views of ExecutiveDirectors and Non-Executive Directors and assessed the quality quantity and timeliness offlow of information between the Management and the Board that is necessary for the Boardto effectively and reasonably perform their duties.

Board Evaluation

The Grant Thornton Bharat LLP advisory firm was engaged to facilitatethe evaluation and effectiveness process of the Board its Committees and individualDirectors for the FY 2020-21.

A detailed Board effectiveness assessment questionnaire was developedby advisory firm keeping in mind the various parameters. Virtual Meetings were organizedwith members of the Board and discussions were held on six themes i.e. strategicperspective competency and capability ESG focus diversity and inclusion risk andcompliance culture and communication.

The recommendations arising from the evaluation process was discussedat the Independent Director's meeting held on March 30 2021 Nomination and RemunerationCommittee meeting and Board meeting held on May 4 2021. The same was considered by theBoard to optimise its effectiveness.

Policy on Directors' appointment and remuneration

The Company's policy on Directors' appointment and remuneration andother matters provided in Section 178(3) of the Act is available on the website of theCompany at https://www.adaniports.com/Investors/ Corporate-Governance

Internal Financial control system and their adequacy

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

Risk Management

The Board of Directors of the Company has formed a Risk ManagementCommittee to frame implement and monitor the risk management plan for the Company. Thecommittee is responsible for reviewing the risk management plan and ensuring itseffectiveness. The audit committee has additional oversight in the area of financial risksand controls. The major risks identified by the businesses are systematically addressedthrough mitigation actions on a continual basis.

Committees of Board

Details of various committees constituted by the Board of Directors ofthe Company as per the provisions of the Act and SEBI Listing Regulations are given in theCorporate Governance Report which forms part of this report.

Sustainability and Corporate Social Responsibility

The Board of Directors of the Company has constituted a Sustainabilityand Corporate Social Responsibility Committee and has framed a Policy. The brief detailsof Committee are provided in the Corporate Governance Report. The Annual Report on CSRactivities is annexed and forms part of this report. The policy is available on thewebsite of the Company at https://www.adaniports.com/Investors/ Corporate-Governance.

Corporate Governance and Management Discussion and Analysis

Separate reports on Corporate Governance compliance and ManagementDiscussion and Analysis as stipulated by SEBI Listing Regulations forms part of thisAnnual Report along with the required Certificate from a Practising Company Secretaryregarding 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 Conduct for allBoard members and senior management personnel of the Company who have affirmed thecompliance thereto.

Business Responsibility Report

The Business Responsibility Report for the year ended March 31 2021 asstipulated under Regulation 34 of SEBI Listing Regulations is annexed which forms part ofthis Annual Report.

Prevention of Sexual Harassment at Workplace

As per the requirement of The Sexual Harassment of Women at Workplace(Prevention Prohibition & Redressal) Act 2013 and rules made thereunder yourCompany has constituted Internal Complaints Committee which is responsible for redressalof complaints related to sexual harassment. During the year under review there were nocomplaints pertaining to sexual harassment.

Annual Return

Pursuant to Section 92(3) read with Section 134(3)

(a) of the Act the Annual Return as on March 31 2021 is available onthe Company's website on https://www.adaniports.com/-/media/Project/Ports/Investor/Investor-Downloads/Annual-Return/ AnnualReturn2021.pdf

Related Party Transactions

All the related party transactions entered into during the financialyear were on an arm's length basis and were in the ordinary course of business. YourCompany has not entered into any transactions with related parties which could beconsidered material in terms of Section 188 of the Act.

Accordingly the disclosure of related party transactions as requiredunder Section 134(3)(h) of the Act in Form AOC 2 is not applicable.

Significant and material orders passed by the regulators or courts ortribunals impacting the going concern status of the Company

There are no significant and material orders passed by the Regulatorsor Courts or Tribunals which would impact the going concern status and the Company'sfuture operations.

Insurance

Your Company has taken appropriate insurance for all assets againstforeseeable perils.

Sustainability

Business sustainability is an important part of decision making processfor your Company. Sustainability framework provides input to identify risks andopportunities and formulate mitigation strategy. All the subsidiaries and joint venturesare also part of the sustainability framework. This framework widely covers all theaspects of Environmental Social and Governance (ESG) right from assessing topics materialto business by considering risks externalities and stakeholders' concern; prioritized tobe relevant in short recover in medium and resilient in long term. The entire process isoverseen by Board and other concerned committees for the long-term success of thebusiness.

Your Company believes stakeholder engagement finds its place at thecore of business strategies which thrives for inclusive development. Therefore theCompany has outlined its commitment in stakeholder engagement policy and developed thestakeholder engagement procedure.

Your Company engages with national/ international NGOs andNot-for-Profit organizations to align its ESG performance to the global standard. YourCompany discloses its climate change and water security performance to CDP Communicationson Progress (COP) to UNGC and sustainability performance to DJSI. We engage with WRI/WBCSD to adopt GHG protocols for GHG emission management SBTi to set Science BasedTargets in line witRs 1.5oC scenario IUCN and IBBI for biodiversitymanagement World Economic Forum (WEF) and Confederation of Indian Industry (CII) forconsulting services and policy advocacy. We have also set regional targets of SustainableDevelopment Goals (SDGs) as per our business activities.

Environmental

Your Company has taken several steps to become Green Port by NaturalCapital Management and adopting best practices across all the operational sites. We ensurecompliance to environment and related applicable regulations and continually improves itsperformance.

Energy is an important indicator for port operations as it contributesto GHG emissions. Your Company is taking several initiatives for energy conservationthrough various energy efficiency enhancement programmes which not only results inenvironmental benefits but also reduces the operational costs.

Your Company and other subsidiaries have commissioned 20 MW ofrenewable energy projects and procuring renewable energy from 15 MW wind project throughPower Purchase Agreement (PPA). The renewable energy share is 5.3% of energy mix whichsupports to the SDG target 7.2.1 of Goal 7. Your Company and its subsidiaries havedecreased its energy intensity by 33% compared to base year FY 2015-16 which support tothe SDG target 7.3.1 of Goal 7. Correspondingly reduced emission intensity by 35% comparedto base year FY 2015-16 which supports to the country's NDC target of lower the emissionintensity of GDP by 33-35% by 2030 below 2005 level. Compared to previous year theabsolute energy and emissions has increased by 16% and 9% respectively due to addition ofnew ports. Your Company has saved 29359 tCO2e emissions through renewable energy projectsand procurement during FY 2020-21.

Water is being an important resource; its management is always a keyconcern for the Company. Your Company is putting best efforts for effective watermanagement practices for reduction in water consumptions and thereby reducing the waterwithdrawal as part of the water management plan. Your Company has created a sewagecollection infrastructure by laying down the pipeline to channelize the sewage water fromnearby villages to our treatment facilities. By this initiative your Company issupporting to SDG target "6.3 Improve water quality by reducing pollution" ofGoal 6. Your company has carried out rain water harvesting at Dhamra and Kattupalli sitesand harvested rain water has been used for industrial and horticulture requirements. YourCompany and its subsidiaries have increased its water consumption by 4%. However 2970million liter of fresh water has been avoided by withdrawing desalinated sea water byutilizing other industries treated water and Rain water harvesting during FY 2020-21.

The Company has developed a vision for "Zero Waste tolandfill" and has taken various initiative in line to 5 R's (Reduce ReuseReprocess Recycle Recover) towards making APSEZ - a Zero Waste Company. The Company'swaste disposed from our port sites has increased by 20% in FY 2020-21. Being a serviceindustry we don't have potential to recycling of generated waste in our operationshowever 20% waste sold for recycle and 23% to reprocess 39% sent for recovery asco-processing 13% is reused within operation and maintenance activities 2% sent forincineration and 3% for landfilling. Additionally 4497 MT of Metal scrap has been sentfor recycling in FY 2020-21. Three of the Port sites namely Mundra Kattupalli and Ennoreare awarded with Zero Waste to Landfill (ZWL) certification and nine of our ports arecertified as Single Use Plastic (SUP) Free Sites.

The Company has created terrestrial green cover over an area of 965hectares across all ports ICDs and agri-logistic sites. The Company has completed themangrove afforestation in 2989 hectares and continuing mangrove conservation of 2596hectares at Mundra Gujarat and 9 hectares at Dhamra Odisha 3.64 hectares atKrishnapatnam Andhra Pradesh. A unique pilot project of development of bio-shield forprotection of coastal areas has been completed at Tankari village Jambusar Gujarat and anew bioshield project has been initiated at Malpur village Jambusar Gujarat.

Occupational Health and Safety

Apart from the ISO certification your Company has adopted its ownSafety Management System (SMS) which is based on the philosophy that safety is primarilyline management's responsibility. The SMS comprises 20 elements with each element beingowned by an element owner who is from the line management at business site. These elementowners are accountable for implementation monitoring and sustenance of their respectiveelement.

Your Company aspires to be a globally admired Occupational Health andSafety (OHS) leader in infrastructure space. The 10 lifesaving safety rules arenon-negotiable and sacrosanct.

The Occupational Health and Safety policy OHS vision & mission and10 Life Saving Rules have been communicated to all the stakeholders. Further to giveimpetus to organization's HSE & well-being messages have been issued by the seniorleadership team emphasising the "Safety First" culture.

Auditors & Auditors' Report

Pursuant to the provisions of Section 139 of the Act read with rulesmade thereunder as amended M/s. Deloitte Haskins & Sells LLP Chartered Accountants(Firm Registration No 117366W/W-100018) were appointed as Statutory Auditors of theCompany to hold office till the conclusion of the Annual General Meeting of the Company tobe held in the calendar year 2022. They have confirmed that they are not disqualified fromcontinuing as Statutory Auditors of the Company.

The Notes to the financial statements referred in the Auditors Reportare self-explanatory. There are no qualifications or reservations or adverse remarks ordisclaimers given by Statutory Auditors' of the Company and therefore do not call for anycomments under Section 134 of the Act. The Auditors' Report is enclosed with the financialstatements in this Annual Report.

Secretarial Audit Report

Pursuant to the provisions of Section 204 of the Act read with therules made thereunder your Company has re-appointed Mr. Ashwin Shah Practising CompanySecretary to undertake the Secretarial Audit of the Company. The Secretarial Audit Reportfor FY 2020-21 is annexed which forms part of this report as Annexure-A. There are noqualifications reservations or adverse remarks in the Secretarial Audit Report of theCompany.

Reporting of frauds by auditors

During the year under review neither the statutory auditors nor thesecretarial 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 oremployees the details of which would need to be mentioned in the Board's Report.

Particulars of Employees

The information required under Section 197 of the Act 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-B.

The statement containing particulars of employees as required underSection 197 of the Act read with rule 5(2) of the Companies (Appointment and Remunerationof Managerial Personnel) Rules 2014 will be provided upon request. In terms of Section136 of the Act the Report and Accounts are being sent to the members and others entitledthereto excluding the information on employees' particulars which is available forinspection by the members at the Registered Office of the Company during business hours onworking days of the Company. If any member is interested in obtaining a copy thereof suchmember may write to the Company Secretary in this regard.

Conservation of Energy Technology Absorption Foreign ExchangeEarnings and Outgo

The information on conservation of energy technology absorption andforeign exchange earnings and outgo stipulated under Section 134(3)(m) of the Act readwith rule 8 of the Companies (Accounts) Rules 2014 as amended from time to time isannexed to this report as Annexure-C.

Acknowledgement

Your Directors are highly grateful for all the guidance support andassistance received from the Government of India Government of Gujarat Gujarat MaritimeBoard Financial Institutions and Banks. Your Directors thank all members esteemedcustomers suppliers and business associates for their faith trust and confidence reposedin the Company.

Your Directors wish to place on record their sincere appreciation forthe dedicated efforts and consistent contribution made by the employees at all levels toensure that the Company continues to grow and excel.

For and on behalf of the Board of Directors

Gautam S. Adani
Place: Ahmedabad Chairman and Managing Director
Date: May 4 2021 (DIN: 00006273)

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