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Adani Transmission Ltd.

BSE: 539254 Sector: Infrastructure
NSE: ADANITRANS ISIN Code: INE931S01010
BSE 00:00 | 27 Jan 2009.70 -502.05
(-19.99%)
OPEN

2409.95

HIGH

2440.20

LOW

2009.40

NSE 00:00 | 27 Jan 2014.20 -503.55
(-20.00%)
OPEN

2406.05

HIGH

2448.00

LOW

2014.20

OPEN 2409.95
PREVIOUS CLOSE 2511.75
VOLUME 121301
52-Week high 4238.55
52-Week low 1815.00
P/E
Mkt Cap.(Rs cr) 224,180
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 2409.95
CLOSE 2511.75
VOLUME 121301
52-Week high 4238.55
52-Week low 1815.00
P/E
Mkt Cap.(Rs cr) 224,180
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Adani Transmission Ltd. (ADANITRANS) - Director Report

Company director report

Dear Shareholders

Your Directors are pleased to present the 9th Annual Reportalong with the Audited Financial Statements of your Company for the financial year endedon 31st March 2022.

Financial Performance Summary

The summarized financial performance highlight is as mentioned below:

(Rs in Crore)

Particulars Consolidated Standalone
2021-22 2020-21 2021-22 2020-21
FINANCIAL RESULTS
Total Revenue 11861.47 10458.93 1440.67 1434.66
Total Expenditure other than Financial Costs and Depreciation 7051.35 5975.97 742.06 765.34
Profit before Depreciation Finance Costs and Tax 4810.12 4482.96 698.61 669.32
Finance Costs 2364.95 2116.99 762.96 690.24
Depreciation Amortization and Impairment Expense 1427.15 1328.88 0.26 0.29
Profit Before Rate Regulated Activities Tax and Deferred Assets recoverable/adjustable for the period / year 1018.02 1037.09 (64.61) (21.21)
Net movement in Regulatory Deferral Account Balances - Income/(Expenses) 682.47 582.81 - -
Profit Before Tax and Deferred Assets recoverable / adjustable for the period / year 1700.49 1619.90 (64.61) (21.21)
Total Tax Expenses 436.06 424.23 - -
Profit After Tax for the period / year but before Deferred Assets recoverable/adjustable 1264.43 1195.67 (64.61) (21.21)
Deferred assets recoverable/adjustable (28.68) 93.90 - -
Profit After Tax for the period / year 1235.75 1289.57 (64.61) (21.21)
Add / (Less) Share in Joint Venture & Associates - - - -
Net Profit / (Loss) after Joint Venture & Associates 1235.75 1289.57 (64.61) (21.21)
Other Comprehensive Income
- Items that will not be reclassified to profit or loss 16.37 34.24 0.08 (0.28)
- Tax relating to item that will not be reclassified to Profit & Loss (2.89) (6.03) - -
- Items that will be reclassified to profit or loss (262.79) (192.32) (120.55) (20.95)
- Tax relating to items that will be reclassified to Profit & Loss (2.44) 17.71 - -
Total Other Comprehensive Income / (Loss) for the year (Net of Tax) (251.75) (146.4) (120.47) (21.23)
Total Comprehensive Income / (Loss) for the year attributable to the Owners of the Company 987.42 1096.01 (185.08) (42.44)
Add / (Less) Share Non-controlling interests (3.42) 47.16 - -
Net Profit / (Loss) for the year after non-controlling interests 984.00 1143.17 (185.08) (42.44)
Balance carried to Balance Sheet 984.00 1143.17 (185.08) (42.44)

1. There are no material changes and commitments affecting thefinancial position of the Company between the end of the financial year and the date ofthis report.

2. Previous year figures have been regrouped / re-arranged wherevernecessary.

Performance

Consolidated Financial Results

The Audited Consolidated Financial Statements of your Company as on 31stMarch 2022 prepared in accordance with the relevant applicable IND AS and Regulation 33of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015("SEBI Listing Regulations") and provisions of the Companies Act 2013("the Act") forms part of this Annual Report.

The key aspects of your Company's consolidated performance during theFY 22 are as follows:

Operational Highlights

Your Company is the transmission and distribution business arm of theAdani Group one of India's largest business conglomerates. Adani Transmission Limited(ATL) is the country's largest private transmission Company with a cumulative transmissionnetwork of Rs 18795 ckt km and cumulative transformation capacity of Rs 40001 MVA outof which Rs14279 ckt km and Rs 20765 MVA is operational and Rs 4516 ckt km and 19.236MVA is at various stages of construction. ATL also operates a distribution businessserving about 3 million+ customers in Mumbai. With India's energy requirement set toquadruple in coming years ATL is fully geared to create a strong and reliable powertransmission network and work actively towards serving retail customers and achieving'Power for All' by CY 22.

Your Company has evolved over the past few years. During the year underreview your Company has acquired following four companies which will bolster itspan-India presence consolidating further its position as the largest private sectortransmission Company in India and moving it closer to its goal of 20000 ckt km oftransmission lines by CY 2022.

1. MP Power Transmission Package-II Limited

2. MPSEZ Utilities Limited

3. Karur Transmission Limited

4. Khavda-Bhuj Transmission Limited

Your Company is constantly benchmarking to be the best-in-class and ispursuing focused approach to be world-class integrated utility through development agendacoupled with de-risking of strategic and operational aspects capital conservationensuring high credit quality and forging strategic partnerships for business excellenceand high governance standards. Your Company is maintaining 24x7 quality power supplydespite challenges posed by health and pandemic issues. The journey towards robust ESGframework and practicing culture of safety is integral to its pursuit for enhancedlong-term value creation for all stakeholders.

The following are some of the operational highlights for FY 22 -

• Added 1104 ckt kms to transmission network in FY22 on accountof organic and inorganic growth taking total network to Rs18795 ckt kms.

• Strong Transmission system availability at more than 99.70%.

• Distribution business ensured more than 99.99% supplyreliability despite challenges on ground.

• Distribution losses were at 6.55% vs 7.82% in FY 2020-21 (FY21).

• Consumer-centric initiatives in Distribution business continuewith digital payment at 69.7%.

Financial Highlights:

Consolidated Performance on YoY basis -

Stable Transmission business delivered operational Revenue of RS3217Crore and Operational EBITDA of RS2968 Crore in FY 22 translating into strong margin of92%.

Distribution business Operational EBITDA grew by 1.9% in FY 22.

Performance highlights -

• Cash Profit of RS3039 Crore up 3.8%

• PBT at RS1700 Crore up 5%.

• PAT at RS1236 Crore 4.2% lower due to deferred tax recognitionin Distribution business in FY21.

• Consolidated Operational EBITDA at RS4659 Crore vs. RS4233Crore in FY21 up 10.1%

• Transmission Operational EBITDA at RS2968 Crore up 15.3% witha margin of 92%

• Distribution Operational EDITDA at RS1692 Crore up 1.9%

Standalone Financial Results:

On standalone basis your Company registered Total Revenue ofRS1440.67 Crore in FY22 as compared to RS1434.66 Crore in FY 21.

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

Dividend

The Board of your Company after considering holistically the relevantcircumstances and keeping in view the tremendous growth opportunities that your Company iscurrently engaged with has decided that it would be prudent not to recommend any dividendfor the year under review.

Fixed Deposits

There were no outstanding deposits within the meaning of Section 73 and74 of the Act read with rules made thereunder at the end of the financial year 2021-22 orthe previous financial years. Your Company did not accept any deposit during the yearunder review.

Particulars of Loans Guarantees or Investments

The provisions of Section 186 of the Act 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 Act. Thedetails of investments made by the Company during the year under review are disclosed inthe financial statements.

Subsidiaries Joint Ventures and Associate Companies

Your Company had 33 direct subsidiaries as on 31st March2021. During the year under review the following companies were acquired / incorporated -

Acquired -

• MP Power Transmission Package-II Limited from REC PowerDevelopment and Consultancy Limited (formerly known as REC Power Distribution CompanyLimited).

• MPSEZ Utilities Limited from Adani Ports and Special EconomicZone Limited.

• Khavda-Bhuj Transmission Limited from PFC Consulting Limited.

• Karur Transmission Limited from PFC Consulting Limited.

New incorporation -

• ATL HVDC Limited as a wholly owned subsidiary company.

In view of the above the total number of Subsidiaries as on 31stMarch 2022 was 38.

There are no associate companies or joint venture companies within themeaning of Section 2(6) of the Act. There has been no material change in the nature of thebusiness of the subsidiaries.

Pursuant to the provisions of Section 129 134 and 136 of the Act readwith rules framed there under and pursuant to Regulation 33 of the SEBI ListingRegulations your Company has prepared Consolidated Financial Statements of the Companyand its subsidiaries and a separate statement containing the salient features of financialstatement of subsidiaries joint ventures and associates in Form AOC-1 which forms partof this Annual Report.

The Annual Financial Statements and related detailed information of thesubsidiary companies shall be made available to the shareholders of the holding andsubsidiary companies seeking such information on all working days during business hours.The financial statements of the subsidiary companies shall also be kept for inspection byany shareholder/s during working hours at the Company's Registered Office and that of therespective subsidiary companies concerned. In accordance with Section 136 of the Act theAudited Financial Statements including consolidated financial statements and relatedinformation of the Company and audited accounts of each of its subsidiaries are availableon the website of the Company www.adanitransmission.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 arecovered in the Management Discussion and Analysis Report which forms part of this AnnualReport.

Management Discussion and Analysis

The Management Discussion and Analysis for the year under review asstipulated under the SEBI Listing Regulations is presented in a separate section formingpart of this Annual Report.

Directors and Key Managerial Personnel

As of March 312022 your Company's Board had seven members comprisingof three Executive Directors and four independent directors.

The Board has two women Directors. The details of Board and Committeecomposition tenure of Directors areas of expertise and other details are available inthe Corporate Governance Report which forms part of this Annual Report

In accordance with the provisions of Section 152 of the Act read withrules made thereunder and Articles of Association of the Company Mr. Gautam S. Adani(DIN: 00006273) is liable to retire by rotation at the ensuing Annual General Meeting(AGM) and being eligible offers himself for re-appointment.

Ms. Lisa Caroline MacCallum (DIN: 09064230) was appointed as anAdditional Director (Non-Executive & Independent) of the Company w.e.f. 30thNovember 2021. As an Additional Director she holds office upto the ensuing AGM. TheCompany has received notice from a Member under Section 160 of the Act proposing herappointment as a Director of the Company. In accordance with the provisions of Section 149of the Act Ms. Lisa Caroline MacCallum is being appointed as an Independent Director tohold office as per her tenure of appointment mentioned in the Notice of the ensuing AGM.In the opinion of the Board she possesses requisite expertise integrity and experience(including proficiency) for appointment as an Independent Director of the Company. Termsand conditions of appointment of Independent Directors are as per Schedule IV of the Actand SEBI Listing Regulations and available on Company's website(www.adanitransmission.oom).

The Board recommends the appointment / re-appointment of aboveDirectors for your approval. Brief details of Directors proposed to be appointed /re-appointed as required under Regulation 36 of the SEBI Listing Regulations are providedin the Notice of the ensuing AGM.

The Company has further received declarations from all the IndependentDirectors of the Company confirming that they meet with the criteria of independence asprescribed both under sub-section (6) of Section 149 of the Act and the SEBI ListingRegulations and there has been no change in the circumstances which may affect theirstatus as Independent Director during the year.

During the year under review the Board of Directors on therecommendation of Nomination and Remuneration Committee & Audit Committee hasappointed Mr. Rohit Soni as the Chief Financial Officer (CFO) and Key Managerial Personnelof the Company w.e.f. 6th September 2021.

Committees of Board

During the year under review with an objective of further strengthenthe governance standards so as to match with internationally accepted better practicesthe Board had reconstituted certain existing Committees to bring more independence;constituted certain new Committees and Sub-committees; and amended / adopted the terms ofreference of the said Committees. Most of the Committees consist of majority of theIndependent Directors.

Details of various Committees constituted by the Board including theCommittees mandated pursuant to the applicable provisions of the Act and SEBI ListingRegulations are given in the Corporate Governance Report which forms part of this AnnualReport.

Number of meetings of the Board

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 theCorporate Governance Report which forms part of this Annual Report.

Independent Directors' Meeting

The Independent Directors met on 28th March 2022 withoutthe attendance of Non-Independent Directors and members of the management. The IndependentDirectors reviewed the performance of Non-Independent Directors the Committees and theBoard as a whole along with the performance of the Chairman of the Company taking intoaccount the views of Executive Directors and Non-Executive Directors and assessed thequality quantity and timeliness of flow of information between the management and theBoard that is necessary for the Board to effectively and reasonably perform their duties.

Board Evaluation

The Board adopted a formal mechanism for evaluating its performance andas well as that of its Committees and individual Directors including the Chairman of theBoard. The exercise was carried out through a structured evaluation process coveringvarious aspects of the Boards functioning such as composition of the Board and Committeesexperience and competencies performance of specific duties and obligations contributionat the meetings and otherwise independent judgment governance issues etc.

At the Board Meeting that followed the above mentioned meeting of theIndependent Directors the performance of the Board its Committees and individualDirectors was also discussed. Performance evaluation of Independent Directors was done bythe entire Board excluding the Independent Director being evaluated.

Policy on Directors' Appointment and Remuneration

The Company's policy on Directors' appointment and remuneration andother matters ("Remuneration Policy") provided in Section 178(3) of the Act isavailable on the Company's website at https://www. adanitransmission.com/Investors/Corporate-Governance.

We affirm that the remuneration paid to the Directors is as per theterms laid out in the Remuneration Policy of the Company.

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 along with proper explanation relatingto material departures if any;

b. that such accounting policies have been selected and appliedconsistently and judgement and estimates have been made that are reasonable and prudent soas to give a true and fair view of the state of affairs of the Company as at 31stMach 2022 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 Companies Act2013 for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;

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 were adequate and were operating effectively;

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

Internal Financial Controls system and their adequacy

The details in respect of internal financial controls system and theiradequacy are included in the Management and Discussion and Analysis Section which formspart of this Annual Report.

Risk Management

The Board has formed a Risk Management Committee (RMC) to frameimplement and monitor the risk management plan for the Company. The RMC is responsible forreviewing the risk management plan and ensuring its effectiveness. The Audit Committee hasan additional oversight in the area of financial risks and controls. The major risksidentified by the businesses are systematically addressed through mitigation actions on acontinual basis. Further details are included in the separate section forming part ofthis Annual Report.

Board Policies

The details of the policies approved and adopted by the Board asrequired under the Act and SEBI Listing Regulations are provided in Annexure - A to thisreport.

Corporate Social Responsibility (CSR)

Your Company has constituted a Corporate Social Responsibility (CSR)Committee and framed a CSR Policy. The brief details of CSR Committee are provided in theCorporate Governance Report which forms part of this Annual Report. The updated CSRPolicy is available on the website of the Company athttps://www.adanitransmission.com/investors/ corporatenovernance. The Annual Report on CSRactivities is annexed to this report.

Further the Chief Financial Officer of the Company has certified thatCSR spends of the Company for the financial year 2021-22 have been utilized for thepurpose and in the manner approved by the Board.

Till 2017-18 your Company was preparing a separate Annual Report andSustainability Report. This is the forth year that we have combined both the reports intoone presenting financial and non-financial metrics in an integrated report for a moreholistic picture of our purpose performance and prospects.

Corporate Governance

Your Company is committed to good corporate governance practices. TheCorporate Governance Report as stipulated by the SEBI Listing Regulations forms part ofthis Annual Report along with the required Certificate from Practicing 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 BusinessConduct and Ethics for all Board members and senior management personnel of the Company(Code of Conduct) who have affirmed the compliance thereto. The said Code of Conduct isavailable on the website of the Company at https://www.adanitransmission.com/investors/corporate- governance.

Business Responsibility and Sustainability Report

In its constant endeavor to improve corporate governance your Companyhas on a voluntary basis transitioned to Business Responsibility and SustainabilityReport (BRSR) for the year ended 31st March 2022 which forms part of thisAnnual Report.

Annual Return

Pursuant to Section 134(3) (a) of the Act the draft annual return ason March 31 2022 prepared in accordance with Section 92(3) of the Act is made availableon the website of the Company and can be assessed using the linkwww.adanitransmission.com/investors/investors- downloads.

Transactions with Related Party

All transactions with related parties are placed before the AuditCommittee for its approval. An omnibus approval from Audit Committee is obtained for therelated party transactions which are repetitive in nature.

All related party transactions entered into during the financial yearunder review were on an arm's length basis and were in the ordinary course of business.Your Company has not entered into any transactions with related parties which could beconsidered material in terms of Section 188 of the Act. Accordingly the disclosure ofrelated party transactions as required under Section 134(3)(Rs) of the Act in Form AOC 2is not applicable.

During the year under review your Company has reported transactionswith related party which are material as per Regulation 23 of the SEBI Listing Regulationsand the details of the said transactions are provided in the Explanatory Statement toNotice of the ensuing AGM.

The Policy on Related Party Transactions is available on the Company'swebsite and can be assessed using the link https://www.adanitransmission.com/investors/corporate-governance.

General Disclosure

Your Directors state that no disclosure or reporting is required inrespect of the following items as there were no transactions / events on these itemsduring the year under review:

1. Issue of equity shares with differential rights as to dividendvoting or otherwise.

2. Issue of Shares (Including Sweat Equity Shares) to employees of theCompany under any scheme.

3. Significant or material orders passed by the Regulators or Courts orTribunals which impact the going concern status and the Company's operation in future.

4. Voting rights which are not directly exercised by the employees inrespect of shares for the subscription/ purchase of which loan was given by the Company(as there is no scheme pursuant to which such persons can beneficially hold shares asenvisaged under Section 67(3)(c) of the Act).

5. Change in the nature of business of your Company.

6. Application made or any proceeding pending under the Insolvency andBankruptcy Code 2016.

7. One time settlement of loan obtained from the banks or financialinstitutions.

Insurance

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

Statutory Auditors & Auditors' Report

Pursuant to the provisions of Section 139 of the Act read with rulesmade thereunder M/s. Deloitte Haskins & Sells LLP Chartered Accountants (FirmRegistration No. 117366W/W-100018) hold office as the Statutory Auditors of the Companyuntil the conclusion of the 10th AGM to be held in the calendar year 2023.

The Notes to the financial statements referred in the Auditors' Reportare self-explanatory. There are no qualifications or reservations on 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 and the rules madethereunder your Company has re-appointed M/s. Chirag Shah & Associates CompanySecretaries to undertake the Secretarial Audit of the Company. The Secretarial AuditReport for FY 2021-22 is provided as Annexure-B of this report. There are noqualifications or reservations on adverse remarks or disclaimer in the said SecretarialAudit Report.

As per the requirements of the Listing Regulations Practicing CompanySecretaries of the respective material subsidiaries of the Company have undertakensecretarial audits of these subsidiaries for FY 2021-22. The Secretarial Audit Reportconfirms that the material subsidiaries have complied with the provisions of the ActRules Regulations and Guidelines and that there were no deviations or noncompliances.

Secretarial Standards

During the year under review your Company has complied with all theapplicable provisions of Secretarial Standard-1 and Secretarial Standard-2 issued by theInstitute of Company Secretaries of India.

Reporting of frauds by auditors

During the year under review the Statutory Auditors and SecretarialAuditors have not reported any instances of fraud committed against your Company by itsofficers or employees to the Audit Committee or the Board under Section 143(12) of theAct.

Particulars of Employees

Your Company along with its operational subsidiaries had 5105permanent employees on consolidated basis as on 31st March 2022.

The percentage increase in remuneration ratio of remuneration of eachDirector and Key Managerial Personnel (KMP) (as required under the Act) to the median ofemployees' remuneration as required under Section 197 of the Act read with Rule 5(1) ofthe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 areprovided as Annexure-C of this report.

The statement containing particulars of employees as required underSection 197 of the Act read with

Rule 5(2) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 is provided in a separate annexure forming part of this report. Interms of Section 136 of the Act the report and accounts are being sent to the Members andothers entitled thereto excluding the said annexure which is available for inspection bythe Members at the Registered Office of the Company during business hours on working daysof the Company. If any Member is interested in obtaining a copy thereof such Member maywrite to the Company Secretary in this regard.

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 Committees (ICCs) at all relevant locationsacross India to consider and resolve the complaints related to sexual harassment.

The ICCs include external members with relevant experience. The ICCspresided by senior woman conduct the investigations and make decisions at the respectivelocations. The ICCs also work extensively on creating awareness on relevance of sexualharassment issues including while working remotely. During the year under review therewere no complaints pertaining to sexual harassment. All new employees go through adetailed personal orientation on anti sexual harassment policy adopted by the Company.

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 is provided as Annexure-Dof this report.

Acknowledgment

Your Directors are highly grateful for all the guidance support andassistance received from the Government of India Governments of various states in IndiaFinancial Institutions and Banks. Your Directors thank all the esteemed shareholderscustomers suppliers and business associates for their faith trust and confidence reposedin the Company.

Your Directors also wish to place on record their sincere appreciationfor the dedicated efforts and consistent contribution made by the employees at all levelsto ensure that the Company continues to grow and excel even during the challenging timesof COVID-19 pandemic.

For and on behalf of the Board of Directors
Gautam S. Adani
Chairman
Date: 5th May 2022 (DIN: 00006273)

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