Adani Enterprises Ltd
Chairman Speech
Optimism comes from Resilience. Resilience comes from Belief. Belief is
Optimism uncharted waters would be
To say the world is in an understatement.
The adverse impact of a mix of the pandemic, armed conflict and climate
change has exposed the fragility of the global system that we had largely considered as
having competently learned how to manage itself. It has now dawned on governments across
the world that the implications of this multidimensional crisis are hard to predict, may
complicate further and that signs of its damaging effects — uncontrolled inflation,
disrupted food supplies, increased human displacement, exposed healthcare machinery,
stalled education levels and faltering job creation ecosystems
— are evident and testing the resilience of every nation.
Resilience is defined as the characteristic that makes it possible to
rebound into shape; it is the ability to withstand crises; it is the ability to face
uncertainties with curiosity and optimism. This capacity to rebound is becoming harder to
model or predict as the crises drivers are becoming harder to anticipate and increasingly
intermingled. While there is always room for debate, there can be no denying that, looking
back,
India has emerged far better in its handling of the Covid-19 crisis
from the humanitarian and economic perspectives than most developed economies. India has
been able to take a mature approach to the ongoing conflict and has been one of the most
aggressive nations in terms of establishing a renewable energy target for itself; while
doing all of this, India has also emerged as the fastest growing major economy.
The overarching takeaway is that despite global instability, India has
fared better than almost any other major nation. While there were situations over the past
24 months when it appeared that events were getting out of control, we must give credit
where credit is due India was able to bounce back each time, a testimony to our
nation's resilience. In my view, utopian as some may call it, India's resilience
comes from its historic culture that has been shaped across thousands of years a model of
co-existence that actually works and the philosophy of ‘vasudhaiva kutumbakam',
which means that the world is one family.
A culture of resilience
It is India's inherent resilience that provides our nation its
underlying optimism. My belief in our nation has never been higher. To use a cricketing
analogy, we are now playing on one of the strongest home grounds and on one of the firmest
pitches that has ever existed. This pitch is expected to remain firm for several decades.
Optimism comes from resilience.
Resilience comes from belief. And belief is optimism.
In our case, it is this resilience, optimism and belief that drives us.
The primary reason for the success of the Adani Group comes from our alignment with the
India growth story. Never have we shied from investing in India, never have we slowed our
investments, and never have we feared to enter adjacent sectors – our resilience
comes from this unshakeable belief and confidenceinthe our fellow Indians and the future
of India.
During the journey of more than 25 years, there were uncharted waters
we entered and multidimensional crises that we faced. While we may have stumbled a few
times, we were always able to get back on our feet. Our ability to rise after every
stumble meant we grew bigger and stronger by drawing on our experience. It is these
experiences that have enriched us with resilience and laid the foundation of our optimism.
At a fundamental level, our strategy is linked to the strategy of the
nation. Over the past decades, we have always believed in the policies announced by the
Government, have continued to invest through all economic cycles, watched for emerging
sectors critical for the country's growth and entered new sectors with a confidence
in our learning and operating abilities.
We have grown adjacency by adjacency without getting hung up on
textbook business models.
We have built infrastructure anticipating a far larger and greater
India; this confidence has paid dividends.
The sum of these investments of the past empowered us to address the
present crisis and set us up stronger to handle any new crisis in the future. It is this
future that unfolded over the period
2021-22. This was a year when we announced ourselves to the world. In
2021-22, our confidence in our ability was validated. Our belief in our past defines our
ability to believe in our future, translating into the big bets that we make.
Preparing to go ‘green'
The best recent evidence for our confidence and belief in the future
has been the USD 70 billion investment we announced in facilitating India's
‘green' transition. We are already one of the world's largest developers of
solar power. Our strength in renewables will empower us enormously in our effort to make
‘green' hydrogen, the fuel of the future; it will equip us to produce the least
expensive ‘green' electron and the least expensive hydrogen. We are leading the
race to transform India from a country that is over-reliant on imported oil and gas to a
country that can become a net exporter of clean energy. This would be a
‘never-done-before' transformation in fortunes in a stunningly short period of
time across the largest scale. This transformation will help reshape India's energy
footprint in an extraordinary way. While we are now a major global renewable energy
player, we made remarkable progress in several other industries. In one stroke, we have
become the largest airport operator in India.
Around the airports where we operate, we are engaged in the adjacent
business of building aerotropolises and creating localised community-based economic
centres. We have made entries in sectors ranging from data centres, super apps and
industrial clouds to defence and aerospace, metals and materials – all aligned with
the Government's vision of an Atmanirbhar Bharat. We continue to grow as builders of
India's infrastructure, winning some of the largest road contracts in the nation and
growing our already substantial market share in businesses like ports, logistics,
transmission and distribution, city gas and piped natural gas. The successful IPO of
Adani Wilmar made us the largest
FMCG company in the country and we are now the second largest cement
manufacturer in
India. This year, our combined Group market capitalisation exceeded USD
200 billion. We raised billions of dollars from the international markets a validation of
confidence in the India and Adani growth stories. This growth and success have been
recognised around the world. Foreign governments now come to us with proposals to work in
their geographies and help build their infrastructure.
The result is that in 2022 we laid the foundation to seek a broader
expansion beyond India's boundaries.
Robust results, record numbers
The growth in our market capitalisation has been supported by a robust
and sustained growth in our cash flows. Our focus on operational excellence and accretive
capacity addition delivered, across our portfolio, an
EBITDA growth of 26%. Portfolio EBITDA stood at H42,623 crore. This
growth was diversified and reflected across our businesses, the results speaking for
themselves.
Group highlights
• • Our Utilities portfolio grew 26%
• Our Transport and Logistics portfolio grew 19%
• Our FMCG portfolio grew 34%; and
• Our Incubator business, represented by AEL, grew 45%
The high growth of our incubator AEL provides the group with a robust
foundation for the continued development of new businesses for yet another big decade.
AEL's unique business model has no parallel and we intend to leverage this further.
Segment highlights
AGEL
• Adani Green Energy Limited added 1,940 MW operational
capacity in FY 21-22 (greenfield commissioning 200 MW and inorganic addition 1,740 MW)
• Adani Green Energy Limited's solar capacity utilisation
factor (CUF) improved 130 bps YoY to 23.8% and wind CUF improved 400 bps YoY to 30.8% in
FY 21-22
ATL
• Adani Transmission Limited added 1,104 ckm to its network,
reaching 18,795 ckm, and sold a record 7,972 million units during the year.
APSEZ
• Adani Ports and Special Economic Zone Limited cargo volume
grew 26% to 312 MMT in FY 21-22; the journey from
200 MMT to 300 MMT in cargo volume was achieved in the record time of
just three years.
• Adani Ports and Special Economic Zone Limited also handled
record container volume of 8.2 million TEUs, a growth of
14%
ATGL
• Adani Total Gas Limited added 117 CNG stations, 556
commercial, 154 industrial and 85,840 domestic customers, a combined volume of 697 MMSCM
(CNG+PNG)
Strategic highlights
• Adani Green Energy Limited completed the acquisition of
Softbank's 5 GW renewable energy portfolio
• Adani Enterprises Limited commenced operations of its
Bravus mine in Australia.
• Adani Enterprises Limited took over operations of the
Guwahati,
Jaipur and Thiruvananthapuram airports and completed the acquisitions
of MIAL and NMIAL. While we can look back and feel content, we are only now gathering
momentum. What we have built over two decades is India's largest integrated
infrastructure business based on a rapid extension into adjacent businesses. The result is
that this is now being transformed into an integrated ‘platform of platforms'
that combines energy with logistics. This is moving us closer to an unprecedented access
to the Indian consumer. I know of no company that has such a business model with potential
access to an unlimited B2B and
B2C market for the next several decades.
A landmark year
It is here that I also want to take a moment to reflect on 2022 as a
year with special personal meanings. It represents the
100th birth anniversary of my inspiring and role model father
Shri Shantilal Adani, and my 60th birthday. To mark this milestone, the
Adani family came together and decided to contribute H60,000 crore towards charitable
activities related to healthcare, education and skill development, especially for rural
India. These three areas should be seen holistically, rather than separately, because they
collectively form the drivers for an equitable and future-ready India. We have an
opportunity in India to decisively lift tens of millions of people permanently out of
poverty. We owe it to ourselves and our country to do everything we can to catalyse that
process. Our experience in large project planning and execution and the learnings from the
ongoing work done by the Adani Foundation will help us uniquely accelerate and implement
these programmes across societies that need them the most.
The road ahead
Getting back to the theme of optimism as a driving force for a society,
Martin Seligman, often referred to as the ‘father of positive psychology', wrote
in the Harvard Business Review that he came to his insights into the power of optimism
‘the long, hard way, through many years of research on failure and
helplessness.' Essentially, he discovered over several years of studies, that
resilient people develop the courage of interpreting setbacks as temporary, local and
changeable. A quote attributed to Winston
Churchill echoes Seligman's findings on resilience. "Success
is not final," Churchill is supposed to have said, "failure is not fatal: it is
the courage to continue that counts." The reason I have always been inspired by
writing and thinking around resilience is because as an entrepreneur, my philosophy has
always been to keep trying. I am an incurable optimist. My optimism is founded on my
belief in our ability to create a better future. This is why I always argue that India has
become one of the greatest countries in which to be an entrepreneur. The prospects and
potential for the future are dazzlingly bright. In India, I see a real relish to finally
reclaim our former economic stature and our position as a pivotal force in global affairs.
There will be bumps along the road, as has been the case in the past, and is expected to
be the case in the future. However, there cannot be any doubt that the largest
middle-class that will ever exist, augmented by an increase in the working age and
consuming population share, will have a positive impact on India's growth rates, much
in line with the demographic dividend that India enjoys.
I have no reason to believe that over the next two decades we will not
suitably address this challenge. It is a virtuous cycle that is driven by the growth in
the middle-class population and India today enjoys the world's firmest pitch on which
to bat.
Adani Enterprises Ltd
Directors Reports
Dear Shareholders,
Your Directors are pleased to present the 31st Annual Report along with
the Audited Financial Statements of your Company for the financial year ended on 31st
March, 2023 (“FY 2022-23").
Financial Performance
The Audited Financial Statements of your Company as on 31st March,
2023, are prepared in accordance with the relevant applicable Indian Accounting Standards
(“Ind AS") and Regulation 33 of the Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing
Regulations") and the provisions of the Companies Act, 2013 (“Act"):
(H in Crore)
Particulars |
Consolidated Results |
Standalone Results |
|
2022-23 |
2021-22 |
2022-23 |
2021-22 |
FINANCIAL
RESULTS |
|
|
|
|
Total
Income |
1,38,175.12 |
70,432.69 |
68,592.22 |
27,327.55 |
Total
Expenditure other than Financial Costs
and Depreciation |
1,28,149.78 |
65,706.98 |
65,510.56 |
25,518.24 |
Profit
before Depreciation, Finance Costs and Tax |
10,025.34 |
4,725.71 |
3,081.66 |
1,809.31 |
Finance
Costs |
3,969.98 |
2,525.88 |
665.21 |
571.33 |
Depreciation
and Amortisation Expense |
2,436.14 |
1,247.78 |
131.04 |
124.73 |
Profit /
(Loss) for the year before Exceptional Items and Tax |
3,619.22 |
952.05 |
2,285.41 |
1,113.25 |
Add /
(Less) Exceptional Items |
(369.32) |
- |
(71.67) |
- |
Profit /
(Loss) for the year before Taxation |
3,249.90 |
952.05 |
2,213.74 |
1,113.25 |
Total Tax
Expenses |
1,040.96 |
476.68 |
591.01 |
392.55 |
Profit
for the year |
2,208.94 |
475.37 |
1,622.73 |
720.70 |
Add /
(Less) Share in Joint Venture & Associates |
212.66 |
312.33 |
- |
- |
Net
Profit / (Loss) after Joint Venture & Associates (A) |
2,421.60 |
787.70 |
1,622.73 |
720.70 |
Add /
(Less) Other Comprehensive Income (after tax) |
1,368.65 |
445.57 |
(1.02) |
4.03 |
Total
Comprehensive Income for the year |
3,790.25 |
1,233.27 |
1,621.71 |
724.73 |
Share
of Minority Interest (B) |
51.34 |
(11.14) |
- |
- |
Net
Profit / (Loss) for the year after Minority Interest (A+B) |
2,472.94 |
776.56 |
1,622.73 |
720.70 |
APPROPRIATIONS |
|
|
|
|
Net
Profit / (Loss) for the year after Minority Interest |
2,472.94 |
776.56 |
1,622.73 |
720.70 |
Other
Comprehensive Income for the year |
8.93 |
(2.43) |
(1.02) |
4.03 |
Balance
brought forward from previous year |
13,222.45 |
12,679.07 |
3,218.10 |
2,640.43 |
Add /
(Less): On account of Consolidation Adjustments |
- |
(83.70) |
- |
- |
Amount
available for appropriations |
15,704.32 |
13,369.50 |
4,839.81 |
3,365.16 |
Less :
Appropriations |
|
|
|
|
Dividend
on Equity Shares |
(114.00) |
(109.98) |
(114.00) |
(109.98) |
Transfer
to General Reserve |
- |
(25.00) |
- |
(25.00) |
Distribution
to holders of Unsecured
Perpetual Securities |
(4.59) |
(12.07) |
(4.59) |
(12.07) |
Balance
carried to Balance Sheet |
15,585.73 |
13,222.45 |
4,721.22 |
3,218.10 |
Note:
1. There are no material changes and commitments affecting the
financial position of your Company, which have occurred between the end of the financial
year and the date of this report.
2. Further, there has been no change in nature of business of your
Company.
3. Previous year figures have been regrouped / re-arranged wherever
necessary.
Performance Highlights
Operational Highlights
The key aspects of your Company's ("AEL') consolidated performance
during the FY 2022-23 are as follows:
¦ Integrated Resource Management (IRM) volume
increased by 37% to 88.2 MMT vs 64.4 MMT in FY 2021-22.
¦ Mining Services production volume increased by 7% to 29.7 MMT
vs 27.7 MMT in FY 2021-22.
¦ Airports handled 74.8 million passengers across 7
operational airports.
¦ In the Roads business,
• Achieved financial closure for India's largest
greenfield Ganga Expressway project for H10,238 Crore.
• Completed construction and operationalised
three road projects during the year.
¦ In Adani New Industries Ecosystem,
• New solar cell line Commercial Operation Date (COD) declared on
31st March 2023 for new plant.
• Solar Manufacturing volume increased by
15% to 1275 MW vs 1104 MW in FY 2021-22.
• India's first and largest Wind Turbine prototype
of 5.2 MW was installed at Mundra.
• Completed upgradation of existing 1.5 GW
module line to 2.0 GW with TOPCON Cell Technology and COD declared on
1st April, 2023.
¦ Other important milestones during the year are as
below:
• Completed H7,700 Crore primary equity transaction with Abu Dhabi
based International Holding Company (IHC) for 3.5% stake.
• Completed acquisition of New Delhi Television Limited and Sibia
Analytics and Consulting Services Private Limited. Further, AMG Media Networks Limited
(Wholly Owned Subsidiary of your Company) has acquired 49% stake in Quintillion Business
Media Limited.
Consolidated Financial Results
The Audited Consolidated Financial Statements of
your Company as on 31st March, 2023, prepared in accordance with the
relevant applicable Ind AS and Regulation 33 of the SEBI Listing Regulations and
provisions of the Act, forms part of this Annual Report.
Financial Highlights:
¦ Consolidated Total Income increased by 96% to
H1,38,175 Crore in FY 2022-23 vs H70,433 Crore in FY 2021-22.
¦ Consolidated EBIDTA increased by 112% to
H10,025 Crore in FY 2022-23 vs H4,726 Crore in FY 2021-22.
¦ Consolidated PAT attributable to owners
increased by 218% to H2,473 Crore in FY 2022-23 vs H777 Crore in FY
2021-22.
Standalone Financial Results:
On standalone basis, your Company had a strong performance and
registered total income of H68,592 Crore (~2.5x of previous year) and PAT of H1,623 Crore
(2.3x of previous year).
The operational performance of your Company has been comprehensively
discussed in the Management Discussion and Analysis Report which forms part of
this Report.
Dividend
Your Directors have recommended a dividend of 120% (H1.20/- per Equity
Share of face value of H1 each) on the fully paid up Equity Shares out of the profits of
the Company for the FY 2022-23. The said dividend, if approved by the
shareholders, would result into a
cash outflow of H136.80 Crore.
The details of shareholders pay out during the last 5 years are as
under:
The Dividend Distribution Policy, in terms of Regulation 43A of the
SEBI Listing Regulations is available on the Company's website on httos://
www.adanient.erprises.com/-/media/Proiect./
Enterprises/Investors/corporate-governance/Polices/ DividendDistributionPolicv Locked.pdf
Changes in Paid up Share Capital
During the year under review, the Company has allotted
4,01,91,038 Equity Shares of face value of H1 each at a premium of
H1,914.85/- per Equity Share by way of preferential allotment on a private placement
basis. Accordingly, paid up share capital of your Company stands increased from
109,98,10,083 Equity Shares of H1 each to 114,00,01,121 Equity Shares of H1 each.
Transfer to Reserves
There is no amount proposed to be transferred to
the Reserves. The closing balance of the retained earnings of your
Company for FY 2022-23, after all appropriations and adjustments was H4,721.22 Crore.
Further Public Offering (FPO) of Equity Shares
Your Company came out with Further Public Offering (FPO) of its equity
shares aggregating to H20,000
Crore comprising of entirely fresh issue, which was fully subscribed.
The issue was open for subscription from 27th January 2023 to 31st January 2023. In the
paramount interest of investors, the Board of Directors of your Company had withdrawn
fully subscribed FPO and refunded proceeds of application money to Investors due to
unprecedented market volatility.
Fixed Deposits
There were no outstanding deposits within the meaning of Section 73 and
74 of the Act read with rules made thereunder at the end of the FY 2022-23 or the previous
financial years. Your Company did not
accept any deposit during the year under review.
Non-Convertible Debentures
During the year under review, your Company has issued 5,900 Secured,
Rated, Listed, Redeemable, Principal Protected Market Linked Non-Convertible
Debentures ("MLD”), having face value of H10 Lakhs each
aggregating to H590 Crore on a private placement basis and redeemed 1593 MLD, having face
value of H10 Lakhs each aggregating to H159.30 Crore. These MLDs are listed on the
Wholesale Debt Market Segment of the BSE Limited. Non-Convertible Debentures amounting
H1190 Crore were outstanding as on 31st March, 2023.
Particulars of Loans, Guarantees or Investments
During the year under review, your Company has made loans, given
guarantees, provided securities and made investments in compliance with Section
186 of the Act.
Subsidiaries, Joint Ventures, Associate Companies and LLPs etc.
During the year under review, the following subsidiaries / step-down
subsidiaries have been formed / acquired:
Subsidiary companies formed/acquired:
1. Alluvial Heavy Minerals Limited
2. Kagal Satara Road Private Limited (a subsidiary of Adani Road
Transport Limited ("ARTL'), which is a
wholly owned subsidiary of the Company).
3. AMG Media Networks Limited ("AMG Media”)
4. Puri Natural Resources Limited
5. Regency Convention Centre and Hotels Limited (a subsidiary of Mumbai
International Airport Limited, which is a subsidiary of the Company)
6. Sompuri Natural Resources Private Limited
("SNRPL')
7. Kutch Fertilizers Limited
8. Adani Health Ventures Limited
9. Niladri Minerals Private Limited (a subsidiary of SNRPL, which is a
subsidiary of the Company)
10. Indravati Projects Private Limited (a subsidiary of SNRPL, which is
a subsidiary of the Company)
11. Sompuri Infrastructures Private Limited
(a subsidiary of SNRPL, which is a subsidiary of the Company)
12. Alluvial Natural Resources Private Limited
13. Mining Tech Consultancy Services Private Limited
14. Adani Global Vietnam Company Limited
(a subsidiary of Adani Global Pte. Limited,
Singapore, which is a step down subsidiary of the Company)
15. Vindhya Mines And Minerals Limited
16. Hirakund Natural Resources Limited
17. Vishvapradhan Commercial Private Limited
("VCPL') (a subsidiary of AMG Media, which is a wholly owned
subsidiary of the Company)
18. Raigarh Natural Resources Limited
19. Adani Road STPL Limited (a subsidiary of ARTL, which is a wholly
owned subsidiary of the
Company).
20. Adani Road GRICL Limited (a subsidiary of ARTL, which is a wholly
owned subsidiary of the
Company).
21. Alwar Alluvial Resources Limited
22. Adani Disruptive Ventures Limited
23. RRPR Holding Private Limited ("RRPR”)
(a subsidiary of VCPL, which is a wholly owned subsidiary of AMG
Media).
24. Alluvial Mineral Resources Private Limited
25. SIBIA Analytics and Consulting Services Private Limited
26. New Delhi Television Limited (NDTV) (a subsidiary of RRPR, which is
a subsidiary of the Company).
27. NDTV Networks Limited (a subsidiary of NDTV, which is a subsidiary
of the Company).
28. NDTV Media Limited (a subsidiary of NDTV, which is a subsidiary of
the Company).
29. NDTV Worldwide Limited (a subsidiary of NDTV, which is a subsidiary
of the Company).
30. Delta Softpro Private Limited (a subsidiary of
NDTV, which is a subsidiary of the Company).
31. NDTV Convergence Limited (a subsidiary of NDTV, which is a
subsidiary of the Company).
32. NDTV Labs Limited (a subsidiary of NDTV, which is a subsidiary of
the Company).
33. Armada Defence Systems Limited (a subsidiary of Agneya Systems
Limited, which is a subsidiary of
the Company).
34. ADANI - LCC JV, Partnership Firm
Cessation of subsidiary companies:
1. Regency Convention Centre and Hotels Limited
2. Delta Softpro Private Limited
As on 31st March, 2023, your Company had 187 subsidiaries (direct and
indirect including LLPs), 2 associates and 1 joint venture companies. Detailed list of
bodies corporate which are subsidiaries/associates/ joint ventures of your Company is
provided as part of the notes to consolidated financial statements.
Pursuant to the provisions of Section 129, 134 and 136 of the Act read
with rules framed there under and Regulation 33 of the SEBI Listing Regulations, your
Company has prepared Consolidated Financial Statements of the Company and its subsidiaries
and a separate statement containing the salient features of financial statement of
subsidiaries, joint ventures and associates in Form AOC-1 which forms part of this Annual
Report.
The Annual Financial Statements and related detailed information of the
subsidiary companies shall be
made available to the shareholders of the holding and subsidiary
companies of the Company seeking such information on all working days during business
hours. The financial statements of the subsidiary companies shall also
be kept for inspection by any shareholder/s during working hours at the Company's
Registered Office and that of the respective subsidiary companies concerned. In accordance
with Section 136 of the Act, the audited financial statements, including consolidated
financial statements and related information of the Company and audited accounts of each
of its subsidiaries, are available on website of the Company, www.adanienterprises.com.
Your Company has formulated a policy for determining
Material Subsidiaries. The policy is available on your Company's
website and link for the same is given in Annexure - A of this report.
Pursuant to Section 134 of the Act read with Rule 8(1) of the Companies
(Accounts) Rules, 2014, the details of performance of subsidiaries and joint ventures of
the Company are covered in the Management Discussion and Analysis Report, which forms part
of this Annual Report.
Management Discussion and Analysis
The Management Discussion and Analysis Report for the year under
review, as stipulated under the SEBI Listing Regulations, is presented in a section
forming
part of this Annual Report.
Directors and Key Managerial Personnel
As of 31st March, 2023, your Company's Board of Directors
("Board”) had nine members comprising
of four Executive Directors and five Non-Executive Independent
Directors. The Board has one Women Independent Director. The details of Board and
Committees composition, tenure of Directors, areas
of expertise and other details are available in the Corporate
Governance Report, which forms part of
this Annual Report.
Changes in Director:
Dr. Omkar Goswami (DIN: 00004258) was appointed as an Additional
Director (Non-Executive & Independent) of your Company w.e.f. 3rd November, 2022. His
appointment was approved by the shareholders by passing a resolution through Postal Ballot
on 30th December, 2022.
Re-appointment of Directors In accordance with the provisions of
Section 152 of the Act, read with rules made thereunder and Articles of Association of the
Company, Mr. Vinay Prakash (DIN: 03634648) is liable to retire by rotation at the ensuing
Annual General Meeting (AGM) and being eligible, offers himself for re-appointment.
The tenure of Mr. Gautam S. Adani as an Executive
Chairman of the Company will expire on 30th November, 2023. The
Nomination and Remuneration Committee and the Board of Directors at their meetings held on
3rd and 4th May, 2023 recommended and approved the re-appointment of and payment of
remuneration to Mr. Gautam S. Adani as an Executive Chairman of the Company for a further
period of 5 (Five) years w.e.f. 1st December, 2023 subject to approval of Members at the
ensuing AGM. Terms and conditions for his re-appointment are contained in the Explanatory
Statement forming part of the Notice of this AGM.
The Board recommends the appointment / re-appointment of above
Directors for your approval. Brief details of Directors proposed to be appointed /
re-appointed as required under Regulation 36 of the SEBI Listing Regulations are provided
in the Notice of the ensuing Annual General Meeting.
Continuation of Directorships
Mr. Hemant Nerurkar (DIN: 00265887) was
re-appointed as an Independent Director of the Company for second term
of 5 years at the 27th AGM of the Company held on 7th August, 2019 and he holds office as
an Independent Director of the Company upto August, 2025 ("Current Term”). Mr.
V. Subramanian (DIN: 00357727) was re-appointed as an Independent Director of the Company
for second term of 5 years at the 29th AGM of the Company held on 12th July, 2021 and he
holds office as an Independent Director of the Company upto August, 2026 ("Current
Term”).
In compliance with Regulation 17(1A) of SEBI (Listing Obligations and
Disclosure Requirements) (Amendment) Regulations, 2018, approvals / sanctions of the
Members are hereby sought for continuation of office respectively by Mr. Hemant Nerurkar
and Mr. V Subramanian as Independent Directors of the Company during their current terms
notwithstanding they will attain the age of 75 years.
The notice convening the AGM includes the proposals for continuation of
directorships held by Mr. Hemant Nerurkar and Mr. V Subramanian as Independent Directors
of the Company on attaining age of 75 years until the expiry of their current terms.
Declaration from Independent Directors
Your Company has received declarations from all the Independent
Directors of your Company confirming
that they meet with the criteria of independence as prescribed both
under sub-section (6) of Section 149 of the Act and Regulation 16(1)(b) of the SEBI
Listing Regulations and there has been no change in the
circumstances which may affect their status as an Independent Director.
Committees of Board
Details of various committees constituted by the Board, including the
committees mandated pursuant to the applicable provisions of the Act and SEBI Listing
Regulations, are given in the Corporate Governance Report, which forms part of this Annual
Report.
Number of meetings of the Board
The Board of Directors met 9 (nine) times during the year under review.
The details of board meetings and
the attendance of the Directors are provided in the Corporate
Governance Report, which forms part of this Annual Report.
Independent Directors' Meeting
The Independent Directors met on 21st March, 2023, without the
attendance of Non-Independent Directors and members of the management. The Independent
Directors reviewed the performance of Non-Independent Directors, the committees and the
Board as a whole alongwith the performance of the Chairman of your Company, taking into
account the views of Executive Directors and Non-Executive Directors and assessed the
quality, quantity and timeliness of flow of information between the management and the
Board 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 and
as well as that of its committees and individual Directors, including the Chairman of the
Board. The exercise was carried out through a structured evaluation process covering
various aspects of the Boards functioning such as composition of the Board and committees,
experience and competencies, performance of specific duties and obligations, contribution
at the meetings and otherwise, independent judgment, governance issues etc.
At the Board meeting that followed the above mentioned meeting of the
Independent Directors, the performance of the Board, its Committees, and
individual directors was also discussed. Performance evaluation of
independent directors was done by the entire Board, excluding the independent director
being evaluated.
Policy on Directors' Appointment & Remuneration
Your Company's policy on Directors' appointment and remuneration and
other matters ("Remuneration Policy”) pursuant to Section 178(3) of the Act is
available on the website of your Company at httos://
www.adanient.erprises.com/invest.ors/corporat.e-
novernance
The Remuneration Policy for selection of Directors and determining
Directors' independence sets out the guiding principles for the Nomination and
Remuneration Committee for identifying the persons who are qualified to become the
Directors. Your Company's Remuneration Policy is directed towards rewarding performance
based on review of achievements. The Remuneration Policy is in consonance with existing
industry practice.
We affirm that the remuneration paid to the Directors is as per the
terms laid out in the Remuneration Policy
of the Company.
Directors' Responsibility Statement
Pursuant to Section 134(5) of the Act, the Board,
to the best of their knowledge and based on the information and
explanations received from your
Company, confirm that:
a. In the preparation of the annual financial statements, the
applicable accounting standards have been followed and there are no material departures;
b. Such accounting policies have been selected and applied consistently
and judgement and estimates have been made that are reasonable and prudent so as to give a
true and fair view of the state of affairs of the Company as at 31st March, 2023 and of
the profit of the Company for the year ended on that date;
c. Proper and sufficient care has been taken for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;
d. The annual financial statements have been prepared on a going
concern basis;
e. Proper internal financial controls were in place
and that the financial controls were adequate and were operating
effectively;
f. Proper systems to ensure compliance with the
provisions of all applicable 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 their adequacy are included in the Management Discussion and
Analysis, which forms
part of this Annual Report.
Risk Management
The Board has formed a Risk Management Committee (RMC) to frame,
implement and monitor the risk
management plan for the Company. The RMC is responsible for reviewing
the risk management plan and ensuring its effectiveness. The Audit Committee has an
additional oversight in the area of financial risks and controls. The major risks
identified by the businesses are systematically addressed through mitigation actions on a
continual basis. Further, details are included in the separate section forming part of
this Annual Report.
Board Policies
The details of various policies approved and adopted by the Board as
required under the Act and SEBI Listing Regulations are provided in Annexure - A to
this report.
Corporate Social Responsibility (CSR)
The brief details of the CSR Committee are provided in the Corporate
Governance Report, which forms part of this Annual Report. The CSR policy is available
on the website of your Company at https://www.
adanient.erprises.com/-/media/Proiect./Ent.erprises/
Investors/coroorate-governance/Polices/AEL CSR oolicv.odf The Annual Report on CSR
activities is
annexed to this report.
Further, the Chief Financial Officer of your Company has certified that
CSR spends of your Company for the FY 2022-23 have been utilized for the purpose and in
the manner approved by the Board of Directors
of the Company
Corporate Governance Report
Your Company is committed to maintain highest
standards of corporate governance practices. The Corporate Governance
Report, as stipulated by SEBI Listing Regulations, forms part of this Annual Report along
with the required certificate from a Practicing
Company Secretary, regarding compliance of the conditions of Corporate
Governance, as stipulated.
In compliance with Corporate Governance
requirements as per the SEBI Listing Regulations, your Company has
formulated and implemented a Code of Conduct for all Board members and senior
management personnel of your Company ("Code of Conduct”), who
have affirmed the compliance thereto.
The Code of Conduct is available on the website of your Company at
https://www.adanient.erprises.com/ invest.ors/corporat.e-novernance
Business Responsibility and
Sustainability Report
In accordance with the Listing Regulations, the Business Responsibility
& Sustainability Report, describing the initiatives taken by your Company from
an environment, social and governance perspective for FY 2022-23 forms
part of this Annual Report.
Annual Return
Pursuant to Section 134(3)(a) of the Act, the draft
annual return as on 31st March, 2023 prepared in accordance with
Section 92(3) of the Act is made
available on the website of your Company and can be assessed using the
link ht.t.ps://www.adanient.erprises. com/investors/investor-downloads
Transactions with Related Party
All transactions with related parties are placed before the Audit
Committee for its approval. An omnibus approval from Audit Committee is obtained for the
related party transactions which are repetitive in
nature.
All related party transactions entered into during the
financial year were on an arm's length basis and were in the ordinary
course of business. Your Company had not entered into any transactions with related
parties which could be considered material in terms of Section 188 of the Act.
Accordingly, the disclosure of related party transactions, as required under Section
134(3)(h) of the Act, in Form AOC - 2, is not applicable.
The Policy on Related Party Transactions is available on your Company's
website and can be assessed using the link https://www. adanienr.erprises.com/investors/
corporate-governance
General Disclosures
Neither the Executive Chairman nor the Managing Director of your
Company received any remuneration or commission from any of the subsidiary of your
Company.
Your Directors state that no disclosure or reporting is required in
respect of the following items as there were no transactions/events on these items, during
the year under review:
1. Issue of equity shares with differential rights as to
dividend, voting or otherwise.
2. Issue of Shares (Including Sweat Equity Shares)
to employees of the Company under any scheme.
3. Significant or material orders passed by the Regulators or Courts or
Tribunals which impact the going concern status and your Company's
operation in future.
4. Voting rights which are not directly exercised by the employees in
respect 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 as envisaged under
section 67(3)(c) of the Act).
5. There has been no change in the nature of business of your Company.
6. Application made or any proceeding pending under the Insolvency and
Bankruptcy Code, 2016.
7. One time settlement of loan obtained from the Banks or Financial
Institutions.
8. Revision of financial statements and Directors'
Report of your Company.
Insurance
Your Company has taken appropriate insurance for assets against
foreseeable perils.
Statutory Auditors & Auditors' Report
Pursuant to Section 139 of the Act read with rules
made thereunder, as amended, M/s. Shah Dhandharia & Co LLP,
Chartered Accountants (Firm Registration No. 118707W/W10 0724), were appointed as the
Statutory Auditors of your Company for the second term of five years till the conclusion
of 35th Annual General Meeting (AGM) of your Company to be held in the year 2027. In
accordance with the provisions of the Act, the appointment of Statutory Auditors is not
required to be ratified at every AGM.
The Statutory Auditors have confirmed that they are not disqualified to
continue as Statutory Auditors and are eligible to hold office as Statutory Auditors
of your Company.
Representative of the Statutory Auditors of your Company attended the
previous AGM of your
Company held on 26th July, 2022.
The Notes to the financial statements referred in the Auditors' Report
are self-explanatory. The Auditors' Report is enclosed with the financial statements
forming part of this Annual Report.
Explanation to Auditors' Comment:
The Auditors' modified opinion has been appropriately dealt with in
Note No. 47(d) and 58 (Consolidated
Financial Statements) and Note No. 59 (Standalone Financial Statements)
and doesn't require any further
comments under section 134 of the Act.
Secretarial Audit Report
Pursuant to the provisions of Section 204 of the Act, read with the
rules made thereunder, the Board had re-appointed Mr. Ashwin Shah, Practicing Company
Secretary, to undertake the Secretarial Audit of your Company for the
FY 2022-23. The Secretarial
Audit Report for the year under review is provided as Annexure-B of
this report. There are no qualifications, reservations or adverse remarks or disclaimers
in the
said Secretarial Audit Report.
Cost Audit Report
Your Company has re-appointed M/s. K. V. Melwani & Associates,
Practicing Cost Accountants to conduct audit of cost records of Mining Activities of the
Company for the year ending 31st March, 2024.
The Cost Audit Report for the year 2021-22 was filed
within prescribed time limit with the Ministry of Corporate Affairs.
Your Company has maintained the cost accounts and records in accordance
with Section 148 of the Act and rules made thereunder.
Secretarial Standards
During the year under review, your Company has complied with all the
applicable provisions of Secretarial Standard-1 and Secretarial Standard-2 issued by the
Institute of Company Secretaries of India.
Investor Education and Protection Fund (IEPF)
During the year, your Company transferred the unclaimed and un-encashed
dividends for the year 2014-15 amounting to H11,05,487/-. Further, 23,780 corresponding
shares, on which dividends were unclaimed for seven consecutive years, were transferred as
per the requirements of the IEPF Rules. The details of the resultant benefits arising out
of shares already transferred to the IEPF, year- wise amounts of unclaimed / un-encashed
dividends lying in the unpaid dividend account up to the year, and the corresponding
shares, which are liable to be transferred, are provided in the Shareholder information
section of the Corporate Governance Report (forming part of this Annual Report) and are
also available on your Company's website, at www. adanienterprises.com.
Reporting of frauds by auditors
During the year under review, the Statutory Auditors, Cost Auditors and
Secretarial Auditor have not
reported any instances of fraud committed against your Company by its
officers or employees to the
Audit Committee or the Board, under section 143(12)
of the Act.
Particulars of Employees
Your Company had 2,140 employees on a standalone basis as on 31st
March, 2023.
The percentage increase in remuneration, ratio of remuneration of each
Director and key managerial personnel (KMP) (as required under the Act) to the median of
employees' remuneration, as required under Section 197 of the Companies Act, 2013 read
with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 are provided in separate annexure forming part of this report as Annexure-C.
The statement containing particulars of employees as required under
Section 197 of the Act read with Rule 5(2) of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014 is provided in a separate annexure forming part of
this report. In terms of Section 136 of the Act, the report and accounts are being sent to
the Members and others entitled thereto, excluding the said annexure which is available
for inspection by the Members at the Registered Office of the Company during business
hours on working days of the Company. If any Member is interested in obtaining a copy
thereof, such Member may write to the Company Secretary in this regard.
Prevention of Sexual Harassment at Workplace
As per the requirements of The Sexual Harassment
of Women at Workplace (Prevention, Prohibition & Redressal) Act,
2013 and rules made thereunder, your Company has constituted Internal Complaints
Committees (ICs) at all relevant locations across
India to consider and resolve the complaints related to sexual
harassment. The ICs includes external members with relevant experience. The ICs, presided
by senior women, conduct the investigations and make decisions at the
respective locations. The ICs also work extensively on creating awareness on relevance of
sexual harassment issues, including
while working remotely.
During the year under review, your Company has not received any
complaint pertaining to sexual harassment.
All new employees go through a detailed personal
orientation on anti-sexual harassment policy adopted by your Company.
Vigil Mechanism
Your Company has adopted a whistle blower policy and has established
the necessary vigil mechanism for directors and employees in confirmation with Section 177
of the Act and Regulation 22 of SEBI Listing Regulations, to facilitate reporting of the
genuine concerns about unethical or improper activity, without fear of retaliation.
The vigil mechanism of your Company provides
for adequate safeguards against victimization of directors and
employees who avail of the mechanism and also provides for direct access to the Chairman
of the Audit Committee in exceptional cases.
No person has been denied access to the Chairman of the Audit
Committee. The said policy is uploaded on the website of your Company at https://
www.adanient.erprises.com/invest.ors/corporat.e- governance
Conservation of Energy, Technology Absorption, Foreign Exchange
Earnings and Outgo
The information on conservation of energy, technology absorption and
foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Act read
with Rule 8 of The Companies (Accounts) Rules, 2014,
as amended, is provided as Annexure-D of this report.
Acknowledgment
Your Directors are highly grateful for all the
guidance, support and assistance received from the Government of India,
Governments of various states in India, concerned Government departments, Financial
Institutions and Banks. Your Directors thank
all the esteemed shareholders, customers, suppliers and business
associates for their faith, trust and confidence reposed in your Company.
Your Directors also wish to place on record their sincere appreciation
for the dedicated efforts and consistent contribution made by the employees at all levels,
to ensure that your Company continues to grow and excel.
For and on behalf of the Board of Directors
Place
: Ahmedabad |
Gautam S.
Adani
Executive Chairman |
Date:
4th May, 2023 |
(DIN:
00006273) |