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Adani Ports & Special Economic Zone Ltd.

BSE: 532921 Sector: Others
NSE: ADANIPORTS ISIN Code: INE742F01042
BSE 15:20 | 19 Nov 350.45 3.80
(1.10%)
OPEN

346.65

HIGH

350.70

LOW

342.25

NSE 15:14 | 19 Nov 350.50 3.05
(0.88%)
OPEN

348.20

HIGH

351.30

LOW

342.40

OPEN 346.65
PREVIOUS CLOSE 346.65
VOLUME 167071
52-Week high 451.55
52-Week low 293.95
P/E 29.75
Mkt Cap.(Rs cr) 72,576
Buy Price 350.35
Buy Qty 815.00
Sell Price 350.70
Sell Qty 1182.00
OPEN 346.65
CLOSE 346.65
VOLUME 167071
52-Week high 451.55
52-Week low 293.95
P/E 29.75
Mkt Cap.(Rs cr) 72,576
Buy Price 350.35
Buy Qty 815.00
Sell Price 350.70
Sell Qty 1182.00

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

Company auditors report

To

The Members of

Adani Ports and Special Economic Zone Limited

Report on the Standalone Ind AS Financial Statements

We have audited the accompanying standalone Ind AS financial statementsof Adani Ports and Special Economic Zone Limited (“the Company”) which comprisethe Balance Sheet as at 31st

March 2018 and the Statement of Profit and Loss (including

Other Comprehensive Income) the Statement of Changes in Equity and theStatement of Cash Flows for the year then policies ended and a summary of the significantand other explanatory information (hereinafter referred to as ements”). stat“thestandaloneIndASfinancial

Management's Responsibility for the Standalone Ind AS FinancialStatements

The Company's Board of Directors is responsible for the matters statedin Section 134(5) of the Companies Act 2013 (“the Act”) with respect to thepreparation of these standalone

Ind AS financial statements that give a true and fair view of thefinancial position financial performance including comprehensive income changes inequity and cash flows of the Company in accordance with the Indian Accounting Standards(Ind AS) prescribed under section 133 of the Act read with the Companies (IndianAccounting Standards) Rules 2015 as amended and other accounting principles generallyaccepted in India.

This responsibility also includes maintenance of adequate accountingrecords in accordance with the provisions of the Act for safeguarding the assets of theCompany and for preventing and detecting frauds and other irregularities; selection andapplication of appropriate accounting policies; making judgments and estimates that arereasonable and prudent; and design implementation and maintenance of adequate internalfinancial controls that were operating effectively for ensuring the accuracy andcompleteness of the accounting records relevant to the preparation and presentation ofthe standalone Ind AS financialstatements that give a true and fair view and are free frommaterial misstatement whether due to fraud or error.

Auditor's Responsibility

Our responsibility is to express an opinion on these standalone

Ind AS financial statements based on our audit.

In conducting our audit we have taken into account the provisions ofthe Act the accounting and auditing standards and matters which are required to beincluded in the audit report under the provisions of the Act and the Rules made thereunderand the Order issued under section 143(11) of the Act.

We conducted our audit of the standalone Ind AS financial statements inaccordance with the Standards on Auditing specified under Section 143(10) of the Act.Those Standards require that we comply with ethical requirements and plan and perform theaudit to obtain reasonable assurance about whether the standalone Ind AS financialstatements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence aboutthe amounts and the disclosures in the standalone Ind AS financial statements. selecteddepend on the auditor's judgment including the assessment of the risks of materialmisstatement of the standalone Ind AS financial statements whether due to fraud or error.In making those risk assessments the auditor considers internal financial controlrelevant to the Company's preparation of the standalone Ind AS financial statements thatgive a true and fair view in order to design audit procedures that are appropriate in thecircumstances. An audit also includes evaluating the appropriateness of the accountingpolicies used and the reasonableness of the accounting estimates made by the Company'sDirectors as well as evaluating the overall presentation of the standalone Ind ASfinancial statements.

We believe that the audit evidence obtained by us is sufficient andappropriate to provide a basis for our audit opinion on the standalone Ind AS financialstatements.

Opinion

In our opinion and to the best of our information and according to theexplanations given to us the aforesaid standalone Ind

AS financial statements give the information required by the Act in themanner so required and give a true and fair view in conformity with the Ind AS and otheraccounting principles generally accepted in India of the state of affairs of the Companyas at 31st March 2018 and its profit total comprehensive income its changes in equityand cash flows for the year ended on that date.

Emphasis of Matter

We draw attention to:

(i) Note 41 to the standalone Ind AS financial statements whichdescribes the management's basis for recoverability of accrued revenue and the relatedproject assets costs in earlier years based on a preliminary agreement entered into by theCompany with a customer in respect of a project being undertaken pending execution ofdefinitive agreement between the parties.

(ii) Note 4(c)(ii) to the standalone Ind AS financial which describesthe basis on which Management has considered that no impairment is necessary as at 31stMarch 2018 for long term-investments amounting to

` 115.89 crore and loan amounting to ` 412.74 crore in

Adani Murmugao Port Terminal Private Limited and long term-investmentsamounting to ` 120.05 crore and loan amounting to ` 1146.51 crore in Adani Kandla BulkTerminal Private Limited.

Our opinion is not modified in respect of these matters.

Report on Other Legal and Regulatory Requirements

1) As required by Section 143(3) of the Act based on our audit wereport to the extent applicable that:

a) We have sought and obtained all the information and explanationswhich to the best of our knowledge and belief were necessary for the purposes of ouraudit.

b) In our opinion proper books of account as required by law have beenkept by the Company so far as it appears from our examination of those books.

c) The Balance Sheet the Statement of Profit and

Loss including Other Comprehensive Income the Statement of Changes inEquity and the Statement of Cash Flows dealt with by this Report are in agreement with therelevant books of account.

d) In our opinion the aforesaid standalone Ind AS financial statementscomply with the Indian

Accounting Standards prescribed under section 133 of the Act.

e) On the basis of the written representations received from thedirectors of the Company as on 31st March 2018 taken on record by the Board of Directorsnone of the directors is disqualified as on 31st March

2018 from being appointed as a director in terms of

Section 164(2) of the Act.

f) With respect to the adequacy of statements the internalfinancial controls over financial reporting of the

Company and the operating effectiveness of such controls refer to ourseparate Report in “Annexure

A”. Our report expresses an unmodified opinion on the adequacy andoperating effectiveness of the

Company's internal financial controls over financial reporting.

g) With respect to the other matters to be included in the Auditor'sReport in accordance with Rule 11 of the Companies (Audit and Auditors) Rules 2014 asamended in our opinion and to the best of our information and according to theexplanations given to us:

i. The Company has disclosed the impact of pending litigations on itsfinancial position in its standalone Ind AS financial statements;

ii. The Company has made provision as required under the applicablelaw or accounting standards for material foreseeable losses if any on long-termcontracts including derivative contracts;

iii. There has been no delay in transferring amounts required to betransferred to the Investor Education and Protection Fund by the

Company.

2) As required by the Companies (Auditor's Report) Order 2016(“the Order”) issued by the Central Government in terms of Section 143(11) ofthe Act we give in “Annexure

B” a statement on the matters specified in paragraphs 3 and 4 ofthe Order.

For Deloitte Haskins & Sells LLP
Chartered Accountants
(Firm's Registration No. 117366W/W-100018)
Kartikeya Raval
Place: Ahmedabad (Partner)
Date: May 03 2018 (Membership No. 106189)

Annexure “A” to the Independent Auditor's Report

(Referred to in paragraph 1(f) under ‘Report on Other Legal andRegulatory Requirements' section of our report of even date)

Report on the Internal Financial Controls Over Financial Reportingunder Clause (i) of Sub-section 3 of Section 143 of the Companies Act 2013 (“theAct”)

We have audited the internal financial controls over financialreporting of Adani Ports and Special Economic Zone Limited (“the Company”) as of31st March 2018 in conjunction with our audit of the standalone Ind AS financialstatements of the Company for the year ended on that date.

Management's Responsibility for Internal Financial Controls

The Company's management is responsible for establishing andmaintaining internal financial controls based on the internal control over financialreporting criteria established by the Company considering the essential components ofinternal control stated in the Guidance Note on Audit of Internal Financial Controls OverFinancial Reporting issued by the Institute of Chartered Accountants of India. Theseresponsibilities include the design implementation and maintenance of adequate internalfinancial controls that were operating effectively for ensuring the orderly and efficientconduct of its business including adherence to company's policies the safeguarding ofits assets the prevention and detection of frauds and errors the accuracy andcompleteness of the accounting records and the timely preparation of reliable financialinformation as required under the Companies Act 2013.

Auditor's Responsibility

Our responsibility is to express an opinion on the Company's internalfinancial controls over financial reporting based on our audit. We conducted our audit inaccordance with the Guidance Note on Audit of Internal Financial Controls Over FinancialReporting (the “Guidance Note”) issued by the Institute of Chartered Accountantsof India and the Standards on Auditing prescribed under Section 143(10) of the CompaniesAct 2013 to the extent applicable to an audit of internal financial controls. ThoseStandards and the Guidance

Note require that we comply with ethical requirements and plan andperform the audit to obtain reasonable assurance about whether adequate internal financialcontrols over financial reporting was established and maintained and if such controlsoperated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence aboutthe adequacy of the internal financial controls system over financial reporting and theiroperating effectiveness. Our audit of internal financial controls over financial reportingincluded obtaining an understanding of internal financial controls over financialreporting assessing the risk that a material weakness exists and testing and evaluatingthe design and operating effectiveness of internal control based on the assessed risk. Theprocedures selected depend on the auditor's judgement including the assessment of therisks of material misstatement of the financial statements whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient andappropriate to provide opinion on the Company's internal financial controls system overfinancial reporting.

Meaning of Internal Financial Controls Over Financial Reporting

A company's internal financial control over financial reporting is aprocess designed to provide reasonable assurance regarding the reliability of financialreporting and the preparation of financial statements for external purposes in accordancewith generally accepted accounting principles. A company's internal financial control overfinancial reporting includes those policies and procedures that (1) pertain to themaintenance of records that in reasonable detail accurately and fairly reflect thetransactions and dispositions of the assets of the company; (2) provide reasonableassurance that transactions are recorded as necessary to permit preparation of financialstatements in accordance with generally accepted accounting principles and that receiptsand expenditures of the company are being made only in accordance with authorisations ofmanagement and directors of the company; and (3) provide reasonable assurance regardingprevention or timely detection of unauthorised acquisition use or disposition of thecompany's assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls Over FinancialReporting

Because of the inherent limitations of internal financial controls overfinancial reporting including the possibility of collusion or improper managementoverride of controls material misstatements due to error or fraud may occur and not bedetected. Also projections of any evaluation of the internal financialcontrols overfinancial reporting to future periods are subject to the risk that the internal financialcontrol over financial reporting may become inadequate because of changes in conditionsor that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion to the best of our information and according to theexplanations given to us the Company has in all material respects an adequate internalfinancial controls system over financial reporting and such internal financial controlsover financial reporting were operating effectively as at 31st March

2018 based on the criteria for internal financial control overreporting established by the Company considering financial the essential components ofinternal control stated in the Guidance Note on Audit of Internal Financial Controls OverFinancial Reporting issued by the Institute of Chartered

Accountants of India.

For Deloitte Haskins & Sells LLP
Chartered Accountants
(Firm's Registration No. 117366W/W-100018)
Kartikeya Raval
Place: Ahmedabad (Partner)
Date: May 03 2018 (Membership No. 106189)

Annexure “B” to the Independent Auditor's Report

(Referred to in paragraph 2 under ‘Report on Other Legal andRegulatory Requirements' section of our report of even date)

(i) In respect of fixed assets

(a) The Company has maintained proper records showing full particularsincluding quantitative details and situation of fixed assets.

(b) Some of the fixed assets were physically verified during the yearby the Management in accordance with a programme of verification which in our of all theopinion provides for physical verification fixed assets at reasonable intervals. Accordingto the information and explanations given to us no material discrepancies were noticed onsuch verification.

(c) According to the information and explanations given to us and therecords examined by us and based on the examination of the registered sale deed/ transferdeed/ conveyance deed provided to us we report that the title deeds comprising all theimmovable properties of land and acquired buildings which are freehold are held in thename of the Company as at the balance sheet date except the following:

Particulars of the land and building

Gross Block as at Balance sheet Date

Net Block as at Balance sheet Date

Remarks

( Rs Rs In Crores)

( Rs Rs In Crores)

Reclaimed land measuring 1112.80 Hectares

182.96

154.96

The said land pertains to reclaimed land at the Mundra Port which are pending to be registered in the name of the Company. (Refer note 3(a)(vi)&(vii) of standalone financial statements)
Residential Flats and a Hostel Building

130.75

122.94

The said flats and building are located at Samundra Township Mundra and are pending to be registered in the name of the Company. (Refer note 3(a)(iv) of standalone financial statements)

In respect of immovable properties of land that have been taken onlease and disclosed as fixed asset in the financial statements the lease agreements arein the name of the Company where the Company is the lessee in the agreement.

(ii) As explained to us the inventories were physically verifiedduring the year by the Management at reasonable intervals and no material discrepancieswere noticed on physicalverification

(iii) According to the information and explanations given to us theCompany has granted unsecured loans to a company covered in the register maintained undersection 189 of the Companies Act 2013 in respect of which:

(a) The terms and conditions of the grant of such loans are in ouropinion prima facie not prejudicial to the

Company's interest.

(b) The schedule of repayment of principal and payment of interest hasbeen stipulated and repayments or receipts of principal amounts and interest have beenregular as per stipulations.

(c) There is no overdue amount remaining outstanding as at theyear-end.

(iv) In our opinion and according to the information and explanationsgiven to us and considering the legal opinion taken by the Company on applicability ofsection 185 of the Companies Act 2013 in respect of certain loan transactions and thatthe same have been given in the ordinary course of business the Company has complied withthe provisions of Section 185 of the Companies Act 2013 in respect of grant of loans andproviding guarantees and securities as applicable. Further based on the information andexplanations given to us the Company has complied with the provisions of Sections 186 ofthe Companies Act 2013 in respect of grant of loans making investments and providingguarantees and securities as applicable.

(v) According to the information and explanations given to us theCompany has not accepted any deposits from the public to which the directives issued bythe Reserve

Bank of India and the provisions of section 73 to 76 or any otherrelevant provisions of the Act and the Companies (Acceptance of Deposit) Rules 2014 asamended would apply. Accordingly paragraph 3(v) of the Order is not applicable to theCompany.

(vi) To the best of our knowledge and according to the information andexplanations given to us the Company is not required to maintain cost records pursuant to

Companies (Cost Records and Audit) Rules 2014 as amended prescribedby the Central Government under section 148(1) of the Companies Act 2013.

(vii) According to the information and explanations given to us inrespect of statutory dues:

(a) The Company has generally been regular in depositing undisputedstatutory dues of Provident Fund Employees' State Insurance Income-tax Sales TaxService Tax Excise Duty Custom Duty Value Added Tax Goods and Service Tax cess andother material statutory dues applicable to it to the appropriate authorities.

(b) There were no undisputed amounts payable in respect of ProvidentFund Employees' State Insurance Income-tax Sales Tax Service Tax Excise Duty CustomDuty Value Added Tax Goods and Service Tax cess and other material statutory dues inarrears as at 31st March 2018 for a period of more than six months from the date theybecame payable.

(c) Details of dues of Income-tax Service Tax and Customs Duty whichhave not been deposited as on 31st March 2018 on account of disputes are given below:

Amount

Amount

Name of Statute

Nature of Dues

Forum where Dispute is Pending Period to which the Amount Relates

Involved

Unpaid

( Rs in Crores)

( Rs in Crores)

Customs Act 1962

Custom Duty

Commissioner of Customs & Excise Ahmedabad June 2008

2.00

2.00

Assistant Commissioner of Customs Mundra July 2003

0.14

0.14

Deputy Commissioner of Customs Mundra August 2007

0.25

0.25

Finance Act 1994

Service Tax

Supreme Court December 2004 to March 2006

11.22

6.72

Commissioner (Appeals) Rajkot October 2003 to August 2005

0.56

0.56

High Court of Gujarat April 2006 to September 2011

173.63

173.63

Commissioner of Service Tax Ahmedabad September 2009 to March 2010

0.61

0.61

Commissioner/ Additional April 2011 to March 2014

190.04

190.04

Commissioner of Service Tax Ahmedabad
High Court of Gujarat April 2004 to August 2009

6.72

6.72

Commissioner of Service Tax Ahmedabad April 2009 to March 2011

0.17

0.17

Income Tax Act

Income Tax

Income Tax Appellate Tribunal AY 2009-10 to AY 2011-12

71.27

71.27

1961 Commissioner of Income Tax (Appeal) AY 2012-13 to AY 2014-15

14.14

14.14

There are no dues of Sales Tax Excise Duty Value Added Tax and Goodsand Service Tax as on 31st March 2018 on account of disputes.

(viii) In our opinion and according to the information and explanationsgiven to us as at the reporting date the Company has not defaulted in the repayment ofloans or borrowings to financial institutions banks and dues to debenture holders. TheCompany has not taken any loans from the government.

(ix) In our opinion and according to the information and explanationsgiven to us and on an overall examination of the balance sheet monies raised by way ofterm loans have been applied by the Company during the year for the purposes for whichthey were raised other than temporary deployment pending application of proceeds. TheCompany has not raised moneys by way of initial public offer or further public offer(including debt instruments) during the year.

(x) To the best of our knowledge and according to the information andexplanations given to us no material fraud by the Company or on the Company by itsofficers or employees has been noticed or reported during the year.

(xi) In our opinion and according to the information and explanationsgiven to us the Company has paid/ provided managerial remuneration in accordance with therequisite approvals mandated by the provisions of section 197 read with Schedule V to theCompanies Act 2013.

(xii) The Company is not a Nidhi Company and hence reporting underclause (xii) of paragraph 3 of the Order is not applicable.

(xiii) In our opinion and according to the information and explanationsgiven to us and considering the legal opinion taken by the Company on the applicability ofSection 188(1)(d) of the Companies Act 2013 in respect of loans given by the Company toits subsidiary companies the

Company is in compliance with Section 188 and 177 of the Companies Act2013 where applicable for all transactions with the related parties and the details ofrelated party transactions have been disclosed in the financial statements etc. asrequired by the applicable accounting standards.

(xiv) During the year the Company has not made any preferentialallotment or private placement of shares or fully or partly convertible debentures andhence reporting under clause (xiv) of paragraph 3 of the Order is not applicable to theCompany.

(xv) In our opinion and according to the information and explanationsgiven to us during the year the Company has not entered into any non-cash transactionswith its directors or persons connected with him and hence provisions of section 192 ofthe Companies Act 2013 are not applicable.

(xvi) The Company is not required to be registered under section 45-IAof the Reserve Bank of India Act 1934

For Deloitte Haskins & Sells LLP

Chartered Accountants

(Firm's Registration No. 117366W/W-100018)

Kartikeya Raval

Place: Ahmedabad

(Partner)

Date: May 03 2018

(Membership No. 106189)