Adani Energy Solutions Ltd
Chairman Speech
Optimism comes from Resilience. Resilience comes from Belief. Belief is
Optimism
To say the world is in uncharted waters would be 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
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.
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 confidence in the aspirations of 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 FY 21-22. This was a year when we announced ourselves
to the world. In FY 21-22, 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 US$ 70 Bn 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
Our combined Group market capitalisation exceeded US$ 200 Bn. We raised
billions of dollars from the international markets - a validation of confidence in the
India and Adani growth stories. 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 US$
200 Bn. 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.
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 middleclass population and India today enjoys the world's firmest pitch on which to
bat.
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 RS42,623 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.
AELs 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 Mn 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 Mn 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 RS60,000
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 Energy Solutions Ltd
Directors Reports
Dear Shareholders,
Your Directors are pleased to present the 10th Annual Report along with
the Audited Financial Statements of your Company for the financial year ended on 31st
March, 2023.
Financial Performance Summary
The summarized financial performance highlight is as mentioned below:
(Rs. in Crore)
| Particulars |
Consolidated |
Standalone |
|
2022-23 |
2021-22 |
2022-23 |
2021-22 |
| FINANCIAL RESULTS |
|
|
|
|
| Total Revenue |
13,840.46 |
11,861.47 |
1302.79 |
1440.67 |
| Total Expenditure other than Financial
Costs and |
8775.11 |
7051.35 |
716.27 |
742.06 |
| Depreciation |
|
|
|
|
| Profit beforeDepreciation, Finance Costs
and Tax |
5,065.35 |
4,810.12 |
586.52 |
698.61 |
| Finance Costs |
2781.47 |
2364.95 |
416.08 |
762.96 |
| Depreciation, Amortization and Impairment
Expense |
1607.74 |
1427.15 |
0.15 |
0.26 |
Profit Before Rate
Regulated Activities,Tax and Deferred Assets recoverable/adjustable for the period / year |
676.14 |
1,018.02 |
170.29 |
(64.61) |
| Net movement in Regulatory Deferral
Account Balances |
1035.58 |
682.47 |
- |
- |
| - Income/(Expenses) |
|
|
|
|
Profit Before Tax and
Deferred Assets recoverable / adjustable for the period / year |
1,711.72 |
1,700.49 |
170.29 |
(64.61) |
| Total Tax Expenses |
435.33 |
436.06 |
0.01 |
- |
| Profit After Taxforthe period/year but
before |
1,276.39 |
1,264.43 |
170.28 |
(64.61) |
| Deferred Assets recoverable/adjustable |
|
|
|
|
| Deferred assets recoverable/adjustable |
4.21 |
(28.68) |
- |
- |
| Profit After Tax for the period / year |
1,280.60 |
1,235.75 |
170.28 |
(64.61) |
| Add / (Less) Share in Joint Venture &
Associates |
- |
- |
- |
- |
| Net Profit / (Loss) after Joint Venture
& Associates |
1,280.60 |
1,235.75 |
170.28 |
(64.61) |
| Other Comprehensive Income |
|
|
|
|
| - Items that will not be reclassified to
profit or loss |
(0.41) |
16.37 |
0.00 |
0.08 |
| - Tax relating to item that will not be
reclassified to |
(8.36) |
(2.89) |
- |
- |
| Profit & Loss |
|
|
|
|
| - Items that will be reclassified to
profit or loss |
(341.59) |
(262.79) |
(40.49) |
(120.55) |
| - Tax relating to items that will be
reclassified to Profit |
48.73 |
(2.44) |
- |
- |
| & Loss |
|
|
|
|
Total Other Comprehensive
Income / (Loss) for the year (Net of Tax) |
(301.63) |
(251.75) |
(40.49) |
(120.47) |
Total Comprehensive Income
/ (Loss) for the year attributable to the Owners of the Company |
973.26 |
987.42 |
129.79 |
(185.08) |
| Add / (Less) Share Non-controlling
interests |
5.71 |
(3.42) |
- |
- |
Net Profit / (Loss) for the
year after non-controlling interests |
978.97 |
984.00 |
129.79 |
(185.08) |
| Balance carried to Balance Sheet |
978.97 |
984.00 |
129.79 |
(185.08) |
1.There are no material changes and commitments affecting the financial
the end of the financial year and the date of this
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
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 Obligations and Disclosure Requirements) Regulations, 2015
("SEBI Listing Regulations") and provisions of the Companies Act, 2013
("the Act"), forms part of this Annual Report. The key aspects of your
Company's consolidated performance during the FY 23 are as follows:
Operational Highlights
Your Company, Adani Transmission Limited (ATL) is in transmission and
distribution business. ATL is the country's largest private transmission Company,
with a presence across 14 states of India and a cumulative transmission network of 19,779
ckm, out of which 15,371 ckm are operational and 4,408 ckm are at various stages of
construction. ATL also operates distribution business, serving more than 12 million
consumers in Mumbai and Mundra SEZ. With India's energy requirement set to quadruple
in the coming years, ATL is fully geared to create a sustainable and reliable power
transmission network and work actively towards serving retail customers and achieving
"Power for All.
Your Company has evolved over the past few years. During the year under
review, your Company has acquired following two companies which will bolster its pan-India
presence, consolidating further its position as the largest private sector transmission
Company in India and moving it closer to its goal of 30,000 ckt km of transmission lines
by 2030.
1.WRSR Power Transmission Limited
2.Khavda II-A Transmission Limited
Your Company is constantly benchmarking to be the best-in-class and is
pursuing focused approach to be world-class integrated utility through development agenda
coupled with de-risking of strategic and operational aspects, capital conservation,
ensuring high credit quality and forging strategic partnerships for business excellence
and high governance standards. Your Company is maintaining 24x7 quality power supply
despite challenges posed by health and pandemic issues. The journey towards robust ESG
framework and practicing culture of safety is integral to its pursuit for enhanced
long-term value creation for all stakeholders.
The following are some of the operational highlights for FY 23
–??Added 1704 ckt kms to transmission network in FY 23 on account of organic and
inorganic growth taking total network to ~19,779 ckt kms.
??Strong Transmission system availability at more than 99.7%.
??Distribution business ensured more than 99.9% supply reliability
despite challenges on ground.??Distribution losses were at 5.93% vs 6.55% in FY 2021-22.
??Consumer-centric initiatives in Distribution business continue with
digital payment at 75% in FY 23 vs 69.7% in FY 22.
Financial Highlights:
Consolidated Performance on YoY basis -
??Cash Profit ofH3,411 Crore, up 12%??EBIDTA at H6,101 Crore, up
11%??PAT at H1,281 Crore, 3.64% higher.
??Consolidated Operational EBITDA at H5,341 Crore vs. H 4,659 Crore in
FY22, up 15%??Transmission Operational EBITDA at H3,243 Crore, up 9.27% with a margin of
91%??Distribution Operational EBITDA at H2,098 Crore, up 24%
Standalone Financial Results:
On standalone basis, your Company registered Total Revenue of H1,303
Crore in FY 23 as compared to H1,441 Crore in FY 22.
The detailed operational performance of your Company has been
comprehensively discussed in the Management Discussion and Analysis Section, which forms
part of this Annual Report.
Proposal for Change of Name of the Company
Your Company has over the years evolved into a large entity duly
capturing plethora of growth opportunities in Transmission, Distribution, Smart Metering,
Power Solutions and Cooling solutions businesses. Your Company is ushering into the new
exciting business arena while maintaining pioneer position in the Transmission &
Distribution sectors. With a view to pursuing this growth journey in the energy
solutions' business areas, the Board of Directors of the Company have approved the
proposal to rebrand the Company as Adani Energy Solutions Limited (AESL), subject to
requisite approvals of the shareholders and other regulatory authorities. The new identity
aims to project the Company's over-arching expertise in various facets of Energy
domain, as a solution provider for customers abrading entire spectrum of retail;
commercial and industrial customers.
Dividend
The Board of your Company, after considering holistically the relevant
circumstances and keeping in view the tremendous growth opportunities that your
Company is currently engaged with, has decided that it would be prudent
not to recommend any dividend for the year under review.
Changes in Paid up Share Capital
During the year under review, your Company has allotted 1,56,82,600
Equity Shares of face value of H10 each at a premium of H2,444.95 per Equity Share by way
of preferential allotment on a private placement basis.
Accordingly, paid up share capital of your Company stands increased
from H1,099.81 Crore comprising of 109,98,10,083 Equity Shares of H10 each to H1,115.49
Crore comprising of 111,54,92,683 Equity Shares of H10 each.
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 2022-23 or
the previous financial years. Your
Company did not accept any deposit during the year under review.
Particulars of Loans, Guarantees or Investments
The provisions of Section 186 of the Act, with respect to a loan,
guarantee, investment or security is not applicable to the Company, as the Company is
engaged in providing infrastructural facilities which is exempted under Section 186 of the
Act. The particulars of loans, guarantee and investments made during the year under review
are disclosed in the financial statements.
Subsidiaries, Joint Ventures and Associate Companies
Your Company had 38 direct subsidiaries as on 31st March, 2022. During
the year under review, the following companies were acquired / incorporated -
Acquired –
•WRSR Power Transmission Limited from REC Power Development and
Consultancy Limited (formerly known as REC Power Distribution Company Limited).
•Khavda II-A Transmission Limited from REC Power Development and
Consultancy Limited (formerly known as REC Power Distribution Company Limited).
•Adani Green Energy Thirty Limited acquired by Wholly owned
subsidiary – Khavda Bhuj Transmission Limited from Adani Green Energy Limited.
New incorporation -
•Adani Transmission Step-Two Limited as a wholly owned subsidiary
company.
•Adani Transmission Mahan Limited as a step-down subsidiary
company.
•Adani Electricity Jewar Limited as a wholly owned subsidiary
company.
•Adani Cooling Solutions Limited as a wholly owned subsidiary
company.
•BEST Smart Metering Limited as a wholly owned subsidiary company.
•Adani Transmission Step-Three Limited as a wholly owned
subsidiary company.
•Adani Transmission Step-Four Limited as a wholly owned subsidiary
company.
•Adani Transmission Step-Five Limited as a wholly owned subsidiary
company.
•Adani Transmission Step-Six Limited as a wholly owned subsidiary
company.
•Adani Transmission Step-Seven Limited as a wholly owned
subsidiary company.
•Adani Transmission Step-Eight Limited as a wholly owned
subsidiary company.
• Adani Transmission Step-Nine Limited (Now Known as NE Smart
Metering Limited)
•Adani Electricity Aurangabad Limited as a wholly owned subsidiary
company.
•Adani Electricity Nashik Limited as a wholly owned subsidiary
company.
• Adani-LCC JV (Partnership Firm with 20% Share) In view of the
above, the total number of Subsidiaries, as on 31st March 2023 was 55 and 1 Partnership
Firm. There are no associate companies or joint venture companies within the meaning of
Section 2(6) of the Act. There has been no material change in the nature of the business
of the subsidiaries.
Pursuant to the provisions of Section 129, 134 and 136 of the Act read
with rules framed there under and pursuant to 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 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 being
made available on the website of the Company, www.adanitransmission. com. Pursuant to
Section 134 of the Act read with Rule 8(1) of the Companies (Accounts) Rules, 2014 the
details of developments of subsidiaries of the Company 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 for the year under review, as
stipulated under the SEBI Listing Regulations, is presented in a separate section forming
part of this Annual Report.
Directors and Key Managerial Personnel
As of March 31, 2023, your Company's Board had seven members
comprising of three Executive Directors and four Independent Directors.
The Board has two women Directors. The details of Board and Committee
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.
The tenure of Mr. Anil Sardana as Managing Director of the Company was
due for renewal w.e.f. 10th May, 2023. The Nomination and Remuneration Committee and the
Board of Directors at their respective meetings held on 29th May, 2023 recommended and
approved the re-appointment of Mr. Anil Sardana as Managing Director of the Company for a
further period of 5 (Five) years w.e.f. 10th May, 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 the ensuing AGM.
During the year under review, the Board of Directors on the
recommendation of Nomination and Remuneration Committee, has appointed Mr. Bimal
Dayal as the Chief Executive Officer
Business (Key Managerial Personnel) of the Company and Mr. Kandarp
Patel as the Chief Executive Officer
– Distribution Business (Key Managerial Personnel) of the Company
w.e.f. 2nd November, 2022. Subsequent to above, Mr. Anil Sardana, Managing Director and
CEO of the Company had relinquished the position of CEO to these two executives and
continue in the capacity as Managing Director (KMP) of the Company with effect from 2nd
November, 2022.
The Board recommends the appointment / reappointment 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 further 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.
Number of meetings of the Board
The Board of Directors met 6 (six) 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 16th 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 along with the performance of the Chairman of the 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 specificduties Transmission 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 and 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.adanitransmission.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, 2023 and of the Profit 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 control 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 Section, 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 the 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)
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.adanitransmission.com/investors/ corporategovernance. 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 2022-23 have been utilized for the
purpose and in the manner approved by the Board. Till 2017-18, your Company was preparing
a separate Annual Report and Sustainability Report. This is the fifth year that we have
combined both the reports into one, presenting financial and non-financial metrics in an
integrated report, for a more holistic picture of our purpose, performance and prospects.
Corporate Governance
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 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 Business
Conduct and Ethics for all Board members and senior management personnel of the
Company (Code of Conduct), who have affirmed the compliance thereto.
The said Code of Conduct, is available on the website of the Company at https://
www.adanitransmission.com/investors/corporate- governance.
Business Responsibility and Sustainability Report
The Business Responsibility and Sustainability Report (BRSR) for the
year ended 31st March, 2023, 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, 2023, 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.
adanitransmission.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
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. 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 the
Company's website and can be assessed using the link
https://www.adanitransmission.com/ investors/corporate-governance.
General Disclosure
Your Directors state that no disclosure or reporting is required 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 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 the Act).
5.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 thebanks or financial
institutions
Insurance
Your Company has taken appropriate insurance for assets against
foreseeable perils.
Statutory Auditors & Auditors' Report
Pursuant to the provisions of Section 139 of the Act read with rules
made thereunder, M/s. Deloitte Haskins & Sells LLP, Chartered Accountants (Firm
Registration
No. 117366W/W-100018) hold office as the Statutory
Auditors of the Company until the conclusion of the 10th AGM to be held
in the calendar year 2023. As recommended by the Audit Committee, the Board of Directors
of the Company have approved the appointment of M/s. Walker Chandiok & Co. LLP,
Chartered Accountants, (Firm Registration No. 001076N/N500013) as the statutory auditors
of the
Company to hold office for a term of five consecutive years till the
conclusion of 15th Annual General Meeting of the company to be held in the year 2028,
subject to approval of shareholders.
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' Qualification has been appropriately dealt with in
Note No. 50 to the Standalone Financial Statement and Note No. 59 to the Consolidated
Financial Statement.
Cost Auditors
Your Company to further the governance standards has appointed M/s. K V
M & Co., Cost accountants (Firm Reg. No. 000458) as cost auditors to conduct the audit
of the cost records of the business activities of the Company for the financial year
2023-24 on voluntary basis.
Secretarial Audit Report
Pursuant to the provisions of Section 204 of the Act and the rules made
thereunder, your Company has reappointed M/s. Chirag Shah & Associates, Company
Secretaries to undertake the Secretarial Audit of the Company. The Secretarial Audit
Report for FY 2022-23 is provided as Annexure-B of this report. There are no
qualifications or reservations on adverse remarks or disclaimer in the said Secretarial
Audit Report.
As per the requirements of the Listing Regulations, Practicing Company
Secretaries of the respective material subsidiaries of the Company have undertaken
secretarial audits of these subsidiaries for FY 2022-23. The Secretarial Audit Report
confirms that the material subsidiaries have complied with the provisions of the Act,
Rules, Regulations and Guidelines and that there were no deviations or non- compliances.
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.
Reporting of frauds by auditors
During the year under review, the Statutory Auditors and Secretarial
Auditors 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, along with its operational subsidiaries, had 5,002
permanent employees and workmen on consolidated 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 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
Company during at the Registered Office 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 requirement of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition & Redressal) Act, 2013 and rules made thereunder, your
Company has constituted Internal Complaints Committees (ICCs) at all relevant locations
across India to consider and resolve the complaints related to sexual harassment.
The ICCs include external members with relevant experience. The ICCs,
presided by senior woman, conduct the investigations and make decisions at the respective
locations. The ICCs 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.
For and on behalf of the Board of Directors
|
Gautam S. Adani |
|
Chairman |
| Date: 29th May, 2023 |
(DIN: 00006273) |
| Place : Ahmedabad |
|