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 30th Annual Report along with
the Audited Financial Statements of your
Company for the financial year ended on 31st March, 2022.
Financial Performance Summary
The summarised financial performance highlight is as mentioned below:
|
|
|
|
(Rs in Crore) |
| Particulars |
Consolidated Results |
Standalone Results |
|
2021-22 |
2020-21 |
2021-22 |
2020-21 |
| FINANCIAL RESULTS |
|
|
|
|
| Total Income |
70,432.69 |
40,290.93 |
27,327.55 |
13,750.65 |
| Total Expenditure other than Financial Costs and Depreciation |
65,706.98 |
37,032.08 |
25,518.24 |
12,355.10 |
| Profit before Depreciation, Finance Costs and Tax |
4,725.71 |
3,258.85 |
1,809.31 |
1,395.55 |
| Finance Costs |
2,525.88 |
1,376.85 |
571.33 |
505.93 |
| Depreciation and Amortisation Expenses |
1,247.78 |
537.14 |
124.73 |
121.51 |
| Profit / (Loss) for the year before Exceptional Items and
Tax |
952.05 |
1,344.86 |
1,113.25 |
768.11 |
| Add / (Less) Exceptional Items |
- |
(258.89) |
- |
(212.85) |
| Profit / (Loss) for the year before Taxation |
952.05 |
1,085.97 |
1,113.25 |
555.26 |
| Total Tax Expenses |
476.68 |
339.65 |
392.55 |
186.45 |
| Profit for the year |
475.37 |
746.32 |
720.70 |
368.81 |
| Add / (Less) Share in Joint Venture & Associates |
312.33 |
299.44 |
- |
- |
| Net Profit / (Loss) after Joint Venture & Associates
(A) |
787.70 |
1,045.76 |
720.70 |
368.81 |
| Add / (Less) Other Comprehensive Income (after tax) |
445.57 |
(711.86) |
4.03 |
(1.82) |
| Total Comprehensive Income for the year |
1,233.27 |
333.90 |
724.73 |
366.99 |
| Add / (Less) Share of Minority Interest (B) |
(11.14) |
(123.12) |
- |
- |
| Net Profit / (Loss) for the year after Minority Interest
(A+B) |
776.56 |
922.64 |
720.70 |
368.81 |
| APPROPRIATIONS |
|
|
|
|
| Net Profit / (Loss) for the year after Minority Interest |
776.56 |
922.64 |
720.70 |
368.81 |
| Other Comprehensive Income for the year |
(2.43) |
(3.82) |
4.03 |
(1.82) |
| Balance brought forward from previous year |
12,679.07 |
11,783.80 |
2,640.43 |
2,298.44 |
| Add / (Less) : On account of Consolidation Adjustments |
(83.70) |
1.45 |
- |
- |
| Amount available for appropriations |
13,369.50 |
12,704.07 |
3,365.16 |
2,665.43 |
| Less : Appropriations |
|
|
|
|
| Dividend on Equity Shares |
(109.98) |
- |
(109.98) |
- |
| Transfer to General Reserve |
(25.00) |
(25.00) |
(25.00) |
(25.00) |
| Distribution to holders of Unsecured Perpetual Securities |
(12.07) |
- |
(12.07) |
- |
| Balance carried to Balance Sheet |
13,222.45 |
12,679.07 |
3,218.10 |
2,640.43 |
Notes:
1. There are no material changes and commitments affecting the
financial position of the Company between the end of the financial year and the date of
this report.
2. Previous year figures have been regrouped / re-arranged wherever
necessary.
Performance Highlights
Operational Highlights
The key aspects of your Company's consolidated performance during
the financial year 2021-22 (FY 2021-22) are as follows:
Integrated Resource Management (IRM) volume stood at 64.4 MMT vs
63.4 MMT in FY 2020-21.
Mining Services production volume increased by 58% to 27.7 MMT vs
17.5 MMT in FY 2020-21.
Solar Manufacturing volume stood at 1104 MW vs 1158 MW in FY
2020-21.
Airports handled 36.9 Million passengers across 7
operational airports.
Other important milestones during the year are as below :
In the Airports business, your Company
• completed acquisition of Mumbai and Navi Mumbai International
Airports.
• took over operations of three Airports at Jaipur, Guwahati and
Thiruvananthapuram.
Successfully completed Initial Public Offering and listed equity
shares of its joint venture, Adani Wilmar Limited ("AWL") at Indian stock
exchanges. AWL continues to maintain leadership of its
"Fortune" brand with refined edible oil market share of 20%+.
In the Road business, the Company won project of H17,100 Crore for
construction & maintenance of three greenfield Ganga Expressway projects of
464 kms in Uttar Pradesh.
Revised charter of various Board Committees, implemented and
established new Board Committees including Corporate Responsibility Committee to review
and provide assurance for ESG commitments.
Consolidated Rating upgraded to A+ for long term facilities and A1+
for short term facilities by CARE Ratings Ltd.
Consolidated Financial Results
The Audited Consolidated Financial Statements of your Company as on
31st March, 2022, prepared in accordance with the relevant applicable Ind AS and
Regulation 33 of 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.
Financial Highlights
Consolidated Total Income from operation increased by 75% to
H70,433 Crore in FY 2021-22 vs H40,291 Crore in FY 2020-21.
Consolidated EBIDTA increased by 45% to H4,726 Crore in FY 2021-22
vs H3,259 Crore in FY 2020-21.
Consolidated PAT attributable to owners stood at H777 Crore in FY
2021-22 vs H922 Crore in FY 2020-21.
Standalone Financial Results
On standalone basis, your Company had a strong performance and
registered total income of H27,328Crore(~2xofpreviousyear)andPATofH721Crore (95%
increase over previous year).
The operational performance of your Company has been comprehensively
discussed in the Management Discussion and Analysis Section, which forms part of this
Annual Report.
Dividend
Your Directors have recommended a dividend of 100% (H1/- 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 2021-22. The said dividend, if approved by the shareholders,
would result into a cash outflow of H114 Crore.
The Dividend Distribution Policy, in terms of Regulation 43A of the
SEBI Listing Regulations is available on the Company's website at
https://www.adanienterprises.
com/-/media/Project/Enterprises/Investors/corporate-governance/Polices/DividendDistributionPolicy_
Locked.pdf
Transfer to Reserves
The Company proposes to transfer H25 Crore to the General Reserve, out
of the amount available for appropriation.
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 financial year 2021-22 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 2,000 Secured,
Rated, Listed, Redeemable, Principal Protected Market Linked Non-Convertible Debentures
("MLD"), having face value of H10 Lakhs each aggregating to H200 Crore on a
private placement basis. These MLDs are listed on the Wholesale Debt Market Segment of the
BSE Limited. Non-Convertible Debentures amounting H759.30 Crore are outstanding as on 31st
March, 2022.
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. The details are mentioned in the Financial Statement.
Subsidiaries, Joint Ventures, Associate Companies and LLPs
Your Company had 122 subsidiaries (direct and indirect including LLPs)
and 1 associate company, as on 31st March, 2021.
During the year under review, the following subsidiaries, joint venture
and associate company have been formed/acquired:
Subsidiary companies formed/acquired:
1. Adani Road 0&M Limited (a subsidiary of Adani Road Transport
Limited, which is a wholly owned subsidiary of the Company).
2. Badakumari Karki Road Private Limited (a subsidiary of Adani
Road Transport Limited, which is a wholly owned subsidiary of the Company).
3. Panagarh Palsit Road Private Limited (a subsidiary of Adani Road
Transport Limited, which is a wholly owned subsidiary of the Company).
4. Mundra Petrochem Limited.
5. Mundra Solar Energy Limited (a subsidiary of Adani Tradecom Limited,
which is a wholly owned subsidiary of the Company).
6. Mahanadi Mines and Minerals Private Limited.
7. Mundra Windtech Limited.
8. Adani Cement Industries Limited.
156
9. GVK Airport Developers Limited (a subsidiary of Adani Airport
Holdings Limited, which is a wholly owned subsidiary of the Company).
10. GVK Airport Holdings Limited (a subsidiary of GVK Airport
Developers Limited, which is a step down subsidiary of the Company).
11. Mumbai International Airport Limited (a subsidiary through holding
of GVK Airport Holdings Limited and Adani Airport Holdings Limited, which are subsidiaries
of the Company).
12. Navi Mumbai International Airport Limited (a subsidiary of
Mumbai International Airport Limited, which is a step down subsidiary of the Company).
13. Bangalore Airport & Infrastructure Developers Limited (a
subsidiary of GVK Airport Developers Limited, which is a step down subsidiary of the
Company).
14. Bhagalpur Waste Water Limited.
15. Bowen Rail Operation Pte. Ltd (a subsidiary of Adani Global Pte.
Ltd., Singapore which is a step down subsidiary of the Company).
16. Bowen Rail Company Pty Ltd. (a subsidiary of Bowen Rail Operation
Pte. Ltd., Singapore which is a step down subsidiary of the Company).
17. Adani Petrochemicals Limited. 18. Noida Data Center Limited.
19. PLR Systems (India) Limited (a subsidiary of Ordefence Systems
Limited, which is a step down subsidiary of the Company).
20. Adani Digital Labs Private Limited.
21. Mumbai Travel Retail Private Limited (a subsidiary of Adani Airport
Holdings Limited, which is a wholly owned subsidiary of the Company).
22. April Moon Retail Private Limited (a subsidiary of Adani Airport
Holdings Limited, which is a wholly owned subsidiary of the Company).
23. Astraeus Services IFSC Limited (a subsidiary of Adani Defence
Systems and Technologies Limited, which is a wholly owned subsidiary of the Company).
24. Mundra Solar Technology Limited (a subsidiary of Adani
Infrastructure Private Limited, which is a wholly owned subsidiary of the Company).
25. Mundra Aluminium Limited. 26. Adani Data Networks Limited. 27.
Budaun Hardoi Road Private Limited. 28. Unnao Prayagraj Road Private Limited.
29. Hardoi Unnao Road Private Limited. 30. Adani New Industries
Limited. 31. Bengal Tech Park Limited.
32. Adani Copper Tubes Limited.
Addition in Associate / Joint Venture companies:
1. Cleartrip Private Limited (20%).
2. AdaniConnex Private Limited (50%).
Cessation of subsidiary companies:
1. AdaniConnex Private Limited (ceased as subsidiary and became 50%
joint venture company with Edgeconnex Europe B.V. w.e.f. 14th May, 2021.)
2. Noida Data Center Limited1
3. DC Development Hyderabad Private Limited1
4. DC Development Noida Private Limited2
In view of above, your Company has 150 subsidiaries (direct and
indirect including LLPs) and 3 associate companies as on 31st March, 2022. Detailed list
of these subsidiaries / associates / joint ventures 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.
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 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, 2022, your Company's Board had eight members
comprising of four Executive Directors and four Independent Directors. The Board has one
woman 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.
In accordance with the provisions of Section 152 of the Act, read with
rules made thereunder and Articles of Association of the Company, Mr. Rajesh S. Adani (DIN:
00006322) is liable to retire by rotation at the ensuing Annual General Meeting (AGM) and
being eligible, offers himself for re-appointment.
Mr. Narendra Mairpady's first term of five years as an
Independent Director of the Company is due to expire on
30thNovember,2022.TheBoard,ontherecommendation of Nomination and Remuneration Committee
and after taking into account the performance evaluation of his first term and considering
the business acumen, knowledge, experience, skills and contribution, have re-appointed him
as Independent Director for a second term of one year upto 30th November, 2023, subject to
approval of Members at the ensuing AGM. In the opinion of the Board, he possesses
requisite expertise, integrity and experience (including proficiency) for appointment as
an Independent Director of the Company. The terms and conditions of appointment of
Independent Directors are as per Schedule IV of the Act and SEBI Listing Regulations, and
available on Company's website www.adanienterprises.com. The tenure of Mr. Vinay
Prakash as an Executive Director (designated as a Director) of the Company will expire on
11th August, 2022. The Nomination and Remuneration Committee and the Board of Directors at
their respective meetings held on 3rd May, 2022 recommended and approved the
re-appointment and payment of remuneration to Mr. Vinay Prakash as an Executive Director
(designated as a Director) of the Company for a further period of 5 (Five) years w.e.f.
12th August, 2022, 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 the ensuing AGM.
1. Transferred to AdaniConnex Private Limited, a joint venture company.
w.e.f. 22nd February, 2022. 2. Transferred to AdaniConnex Private Limited, a joint venture
company. w.e.f. 22nd November, 2021.
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 AGM.
The Company has received declarations from all the
Independent Directors of the Company confirming that they meet with the
criteria of independence as prescribed both under sub-section (6) of Section 149 of the
Act and the SEBI Listing Regulations and there has been no change in the circumstances
which may affect their status as Independent Director during the year.
Committees of Board
During the year under review, with an objective of further strengthen
the governance standards so as to match with internationally accepted better practices,
the Board had reconstituted certain existing committees to bring more independence;
constituted certain new Committees and Sub-committees; and amended / adopted the terms of
reference of the said Committees. Most of the Committees consist of majority of
Independent Directors.
Details of the 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 4 (four) 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 30th March, 2022, 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 the Company, taking into
account the views of 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
The Company's policy on Directors' appointment and
remuneration and other matters ("Remuneration Policy") provided in Section
178(3) of the Act is available on the Company's website at https://www.adanienterprises.com/investors/
corporate-governance.
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 of Directors, to the
best of their knowledge and ability, state the following: a. that in the preparation of
the Annual Financial Statements, the applicable accounting standards have been followed
along with proper explanation relating to material departures, if any; b. that 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,
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 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. that the Annual Financial Statements have been prepared on a going
concern basis; e. that proper internal financial controls were in place and that the
financial controls were adequate and were operating effectively; f. that 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 and 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.
Board Policies
The details of the policies approved and adopted by the Board, as
required under the Act and SEBI Listing Regulations, are provided inAnnexure A to
this report.
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 the
Corporate Governance Report, which forms part of this Annual Report. The updated CSR
Policy is available on the website of the Company at https://
www.adanienterprises.com/investors/corporate-governance. The Annual Report on CSR
activities is annexed to this report.
Further, the Chief Financial Officer of the Company has certified that
CSR spends of the Company for the financial year 2021-22 have been utilized for the
purpose and in the manner approved by the Board.
Corporate Governance Report
Your Company is committed to good corporate governance practices. The
Corporate Governance Report, as stipulated by the SEBI Listing Regulations, forms part of
this Annual Report along with the required Certificate from Statutory Auditors 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 Business
Conduct for all Board members and senior management personnel the Company (Code of
Conduct), who have affirmed the compliance thereto.
The said Code of Conduct, is available on the website of the Company at
https://www.adanienterprises.com/ investors/corporate-governance.
Business Responsibility and Sustainability Report
In its constant endeavor to improve corporate governance, your Company
has, on a voluntary basis, transitioned to Business Responsibility and Sustainability
Report (BRSR) for the year ended 31st March, 2022, which forms part of this Annual
Report.
Annual Return
Pursuant to Section 134(3) (a) of the Act, the draft annual return as
on March 31, 2022, prepared in accordance with Section 92(3) of the Act, is made available
on the website of the Company and can be assessed using the link
https://www.adanienterprises.
com/-/media/Project/Enterprises/Investors/Investor-Downloads/Annual-Return/FY-22.pdf.
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. Accordingly, the disclosure of
related party transactions, as required under Section 134(3)(h) of the Act, in Form AOC
– 2, is not applicable.
All related party transactions, entered into during the financial year
under 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 be considered material in terms of Section 188 of the Act and SEBI Listing
Regulations, as applicable till March 31, 2022.
The Policy on Related Party Transactions is available on the
Company's website and can be assessed using the link
https://www.adanienterprises.com/investors/ corporate-governance.
General Disclosure
Neither the Executive Chairman nor the Managing Director of the 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 of these nature,
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 the 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 Act).
5. Change in the nature of business.
6. Application made or proceeding pending under the Insolvency and
Bankruptcy Code, 2016.
7. One time settlement of loan obtained from the banks or financial
institutions.
Insurance
Your Company has taken appropriate insurance for all assets against
foreseeable perils.
Statutory Auditors & Auditors' Report
As per Section 139 of the Act read with rules made thereunder, as
amended, the term of M/s. Shah Dhandharia & Co LLP, Chartered Accountants (Firm
Registration No. 118707W/ W100724), as the Statutory Auditors of the Company, expires at
the conclusion of the ensuing AGM and they are eligible for re-appointment for a second
term of 5
Your Company has received a letter from M/s. Shah Dhandharia & Co
LLP, Chartered Accountants, to the effect that their re-appointment, if made, would be
within the prescribed limits under Section 141 of the Act read with rules made thereunder
and that they are not disqualified for such re-appointment.
Your Directors recommend the re-appointment of M/s. Shah
Dhandharia & Co LLP, Chartered Accountants, as Statutory Auditors of the Company to
hold office from the conclusion of the ensuing AGM till the conclusion of 35th AGM of the
Company, to be held in the calendar year 2027.
The Notes to the financial statements referred the Auditors'
Report are self-explanatory. There are no qualifications or reservations or adverse
remarks or disclaimers given by Statutory Auditors of the Company and therefore do not
call for any comments under Section 134 of the Act. The Auditors' Report is enclosed
with the financial statements in this Annual
Report.
Secretarial Audit Report
Pursuant to the provisions of Section 204 of the Act and the rules made
thereunder, your Company has re-appointed Mr. Ashwin Shah, Practicing Company Secretary to
undertake the Secretarial Audit of the Company. The Secretarial Audit Report for FY
2021-22 is provided as Annexure-B of this report.
There are no qualifications or reservations or adverse remarks or
disclaimer 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, 2023.
The Cost Audit Report for the FY 2020-21 was filed before the due date
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 has transferred the unclaimed years.and
un-encashed dividend of FY 2013-14 amounting to H7,71,496/- along with 19,428
corresponding shares 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 IEPF section of the Corporate Governance
Report and are also available on our website, at https://www.adanienterprises.com/
investors/corporate-governance
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 1,155 employees on standalone basis as on 31st March,
2022.
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 Act read with Rule 5(1)
of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are
provided as Annexure-C of this report.
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, there were no complaints pertaining to
sexual harassment.
All new employees go through a detailed personal orientation on
anti-sexual harassment policy adopted by the Company.
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,
Financial Institutions and Banks. Your Directors thank all the esteemed shareholders,
customers, suppliers and business associates for their faith, trust and confidence reposed
in the 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 the Company continues to grow and excel even during the challenging times
of COVID-19 pandemic.
| For and on behalf of the Board of Directors |
| Gautam S. Adani |
| Executive Chairman |
| (DIN: 00006273) |
| Date: 3rd May, 2022 |