Your Directors are pleased to present the 16th Annual Report along with the AuditedFinancial Statements of your Company for the financial year ended 31st March 2021.
The summarised financial highlight is depicted below:
| ||(Rs. in Crores) |
|Particulars ||Consolidated Results ||Standalone Results |
| ||2020-21 ||2019-20 ||2020-21 ||2019-20 |
|Revenue from Operations ||1784.47 ||1990.90 ||1784.47 ||1990.90 |
|Operating Expenses ||858.49 ||1176.32 ||858.49 ||1176.32 |
|Administrative & Other Expenses ||221.66 ||219.82 ||221.66 ||219.82 |
|Total Expenditure ||1080.15 ||1396.14 ||1080.15 ||1396.14 |
|Operating EBITDA ||704.32 ||594.76 ||704.32 ||594.76 |
|Other Income ||44.36 ||44.39 ||44.36 ||44.39 |
|EBITDA ||748.68 ||639.15 ||748.68 ||639.15 |
|Finance Costs ||40.48 ||41.05 ||40.48 ||41.05 |
|Depreciation and Amortisation Expenses ||62.52 ||50.70 ||62.52 ||50.70 |
|Profit for the year before Exceptional Items & Tax ||645.68 ||547.40 ||645.68 ||547.40 |
|Less: Exceptional items ||14.47 ||- ||14.47 ||- |
|Profit before tax ||631.21 ||547.40 ||631.21 ||547.40 |
|Tax Expense: ||159.26 ||111.16 ||159.26 ||111.16 |
|Profit for the year before share of profit/(loss) from joint venture ||471.95 ||436.24 ||471.95 ||436.24 |
|Share of profit / (loss) from joint venture ||(9.13) ||0.08 ||- ||- |
|Net Profit/(Loss) after Joint Venture ||462.82 ||436.32 ||471.95 ||436.24 |
1. There are no material changes and commitments affecting the financial position ofthe 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 your Company as on 31st March 2021prepared in accordance with the relevant applicable IND AS and Regulation 33 of the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 ("SEBI ListingRegulations") and provisions of the Companies Act 2013 forms part of this AnnualReport.
The key aspects of your Company's consolidated performance during the financial year2020-21 are as follows:
In 2020-21 your Company has achieved Sales Volume of 515.13 MMSCM which is @ 88% of2019-20 Volume mainly due to nationwide Coivd-19 pandemic impact.
Your company has achieved the PNG Sales Volume
287.95 MMSCM which @ 99% of 2019-20 Sales Volume of 290.61 MMSCM.
Along with its JV the Company is now operate license in 38 Geographical Areas.
2020-21 Revenue from Operations maintained @ Rs.1784 Crores which @ 90% of2019-20 level of Rs.1991 Crores.
2020-21 EBITDA has increased by 17% Y-o-Y to Rs.749 Crores vs. Rs.639 Crores in2019-20.
Standalone Financial Results:
On standalone basis your Company registered revenue from operations of Rs.1784 Croresand PAT of Rs.472 Crores. 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 25% (Rs. 0.25/- per Equity Share of Rs.1each) on the Equity Shares out of the profits of the Company for the financial year2020-21. The said dividend if approved by the shareholders would involve a cash outflowof Rs.27.50 Crores.
Your Directors also recommended a dividend of 10% (Rs.1/- per Preference Share of Rs.10each) on the 10% Cumulative Redeemable Preference Shares out of the profits of the Companyfor the financial year 2020-21. The said dividend if approved by the shareholders wouldinvolve a cash outflow of Rs.0.60 Lakhs including tax thereon.
The Operational Performance of the Company has sustained well during the financial yearand the Company has been able to attain the Pre-Covid monthly Sales Volume. The Companyhas considered the possible impacts of COVID-19 in preparation of these financialstatements including but not limited to assessment of going concern assumptionrecoverable values of financial assets and expects to recover the carrying amount of theseassets. The Company has also considered the economic conditions and the potential effectto the CGD industry. The Company is continuously and closely monitoring the developments.The impact of COVID-19 on the financial statements may differ from that estimated as atthe date of approval of these financial statements.
Change of Name of the Company
During the year under review the name of the Company has been changed from Adani GasLimited to "Adani Total Gas Limited" in order to reflect the names of theboth Promoter Groups and a fresh Certificate of Incorporation was issued by Ministry ofCorporate Affairs on 1st January 2021.
During the year under review your Company has not accepted anyfixed deposits withinthe meaning of Section 73 of the Companies Act 2013 and the rules made there under.
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 CompaniesAct 2013. The details of investment made during the year under review are disclosed inthe financial statements.
Subsidiaries Joint Ventures and Associate Companies
Pursuant to the provisions of Section 129 134 and 136 of the Companies Act 2013 readwith rules framed there under and Regulation 33 of the SEBI Listing Regulations theCompany has prepared consolidated financial statements of the Company and its jointventure and a separate statement containing the salient features of financial statement ofsubsidiaries joint ventures and associates in Form AOC-1 which forms part of this AnnualReport.
The annual financial statements and related detailed information of the joint venturecompany shall be made available to the shareholders of the holding and joint ventureseeking such information on all working days during business hours. The financialstatements of the joint venture shall also be kept for inspection by any shareholder/sduring working hours at the Company's registered officeand that of the respective jointventure concerned. In accordance with Section 136 of the Companies Act 2013 the auditedfinancial statements including consolidated financial information of the Company andaudited accounts of its joint venture are available on our website www.adanigas.comPursuant to Section 134 of the Act read with Rule 8(1) of the Companies (Accounts) Rules2014 the details of development of joint venture of the Company is covered in theManagement Discussion and Analysis Report which forms part of this Annual Report.
Directors and Key Managerial Personnel
Mr. Jose-Ignacio Sanz Saiz (DIN: 08705604) was appointed as an Additional Director(Non-Executive Non-Independent) and Ms. Gauri Trivedi (DIN: 06502788) wasappointed as an Additional Director (Non-Executive Independent) by the Board of Directorsat its meeting held on 5th August 2020. As an Additional Directors Mr. Jose-Ignacio SanzSaiz and Ms. Gauri Trivedi hold office upto the ensuing
Annual General Meeting. The Company has received notices from members under Section 160of the Companies Act 2013 proposing their appointment as Directors of the Company.
The terms and conditions of appointment of Independent Directors are as per Schedule IVof the Act. The Company has received declarations from all the Independent Directors ofthe Company confirming that they meet with the criteria of independence as prescribed bothunder sub-section (6) of Section 149 of the Companies Act 2013 and the SEBI ListingRegulations and there has been no change in the circumstances which may affect theirstatus as independent director during the year.
Pursuant to the requirements of the Companies Act 2013 and Articles of Association ofthe Company Mr. Alexis Thelemaque (DIN: 08563003) is liable to retire by rotationand being 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 Annexure to the Noticeof Annual General Meeting.
Directors' Responsibility Statement
Pursuant to Section 134(5) of the Companies Act 2013 the Board of Directors to thebest of their knowledge and ability state the following: a. that in the preparation ofthe annual financial statements the applicable accounting standards have been followedalong with proper explanation relating to material departures if any;
b. that such accounting policies have been selected and applied andrelated consistentlyand judgement and estimates have been made that are reasonable and prudent so as to give atrue and fair view of the state of affairs of the Company as at 31st March 2021 and ofthe profit of the Company for the 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 goingconcern 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 compliancewith the provisions of all applicable laws were in place and were adequate and operatingeffectively.
During the year under review the Board of Directors of the Company has adopted /amended / approved changes in Policy on Board Diversity and Code of internal proceduresand conduct for regulating monitoring and reporting of Trading by Insiders to comply withthe recent amendments in the Companies Act 2013 and SEBI Listing Regulations.Accordingly the updated policies are uploaded on website of the Company athttps://www.adanigas.com.
Number of Board Meetings
The Board of Directors met 5 (five) times during the year under review. The details ofboard meetings and the attendance of the Directors are provided in the CorporateGovernance Report which forms part of this report.
Independent Directors' Meeting
The Independent Directors met on 31st March 2021 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 ExecutiveDirectors and Non-Executive Directors and assessed the quality quantity and timeliness offlow of information between the Company Management and the Board that is necessary for theBoard to effectively and reasonably perform 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 theBoard.Theexercisewascarriedoutthroughastructured evaluation process covering variousaspects of the Boards functioning such as composition of the Board & committeesexperience & competencies performance of specific duties & obligationscontribution at meetings and otherwise independent judgment governance issues etc.
As a step towards better governance practice this year the Company has engagedleading consultancy firm to conduct was facilitated through an online secured moduleensuring transparent effective and independent involvement of the management. Theevaluation was conducted through a tailored questionnaire having qualitative parametersand constructive feedback based on ratings.
Recommendations arising from the evaluation process were considered by the Board tooptimise its effectiveness.
Policy on Directors' Appointment & Remuneration
The Company's policy on directors' appointment and remuneration and other mattersprovided in Section 178(3) of the Companies Act 2013 is made available on the Company'swebsite at http://www.adanigas.com.
Internal Financial Control System and their Adequacy
The details in respect of internal financial control and their adequacy are included inManagement Discussion and Analysis Report which forms part of this annual 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 the Companies Act 2013 are given in theCorporate Governance Report which forms part of this annual report.
Corporate Social Responsibility
The Company has constituted a Corporate Social Responsibility (CSR) Committee and hasframed a CSR Policy. The brief details of CSR Committee are provided in the CorporateGovernance Report. The Annual Report on CSR activities is annexed to this Report. The CSRPolicy is available on the website of the Company at http://www.adanigas.com.
Corporate Governance and Management Discussion & Analysis Reports
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 Practicing Company Secretaries regardingcompliance of the conditions of Corporate Governance Board evaluation process which asstipulated.
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 2021 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 requirements 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.
Pursuant to Section 92(3) read with Section 134(3)(a) of the Companies Act 2013 theAnnual Return as on 31st March 2021 is available on the Company's website athttps://www.adanigas.com/investors/investor-downloads
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 intotransactions with related party which are material as per Regulation 23 of the SEBIListing Regulations and the details of the said transactions are provided in the Annexureto Notice of the Annual General Meeting.
Significant by the Regulators or Courts or Tribunals Impacting the going concern statusof the Company
There are no significant by the Regulators or Courts or Tribunals which would impactthe 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 rulesmade thereunder M/s. Shah Dhandharia & Co. LLP Chartered Accountants (FirmRegistration No. 118707W/W100724) were appointed as Statutory Auditors of the Company tohold office till conclusion of the 17th Annual General Meeting (AGM) of the Company to beheld in the calendar year 2022.
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. There were no qualifications reservations adverse remark ordisclaimers given by Statutory Auditors of the Company.
Secretarial Audit Report
Pursuant to the provisions of Section 204 of the Companies Act 2013 and the rules madethereunder the Company has re-appointed Mr. Ashwin Shah Practicing Company Secretary toundertake the Secretarial Audit of the Company. The Secretarial Audit Report for 2020-21is annexed which forms part of this report as Annexure-A. There were no qualificationsreservation or adverse remarks or disclaimers given by Secretarial Auditors of theCompany.
Reporting of frauds by Auditors
During the year under review neither the statutory auditors nor the secretarialauditor has reported to the Audit Committee or the Board under Section 143 (12) of theAct any instances of fraud committed against the Company by its officers or employeesthe details of which would need to be mentioned in the Directors' Report.
Cost Audit Report
Your Company has re-appointed M/s. N. D. Birla & Co. Practicing Cost Accountantsto conduct audit of cost records maintained for Petroleum Products of the Company for theyear ended 31st March 2022. The Cost Audit Report for the year 2019-20 was filed beforethe due date with the Ministry of Corporate Affairs.
The Company passed has maintained the cost accounts and records in accordance withSection 148 of the Companies Act 2013 and Rule 8 of the Companies (Accounts) Rules 2014.and material orders passed
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-B.
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 readwith Rule 8 of The Companies (Accounts) Rules 2014 as amended from time to time isannexed to this Report as Annexure-C.
Your Directors are highly grateful for all the guidance support and assistancereceived from the Government of India respective State Government Financial Institutionsand Banks. Your Directors thank all shareholders esteemed customers suppliers andbusiness associates for their faith trust and confidence reposed in the Company. YourDirectors also wish to place on record their sincere appreciation for the dedicatedefforts and consistent contribution made by the employees at all levels to ensure thatthe Company continues to grow and excel.
For and on behalf of the Board of Directors
Gautam S. Adani