Your Directors are pleased to present the 14 Annual Report along with the AuditedFinancial Statements of your Company for the financial year ended on 31 March 2019.
The summarised financial highlight is depicted below:
(Rs in Crores)
|Particulars || |
S tandalone Results
| ||2018-19 ||2017-18 ||2018-19 ||2017-18 |
|FINANCIAL RESULTS || || || || |
|Total Revenue ||1910.17 ||1537.71 ||1910.17 ||1537.71 |
|Total Expenditure other than Financial Costs and Depreciation ||1368.85 ||1092.40 ||1368.85 ||1092.40 |
|Pro t before Depreciation Finance Costs and Tax ||541.32 ||445.31 ||541.32 ||445.31 |
|Finance Costs ||89.85 ||125.33 ||89.85 ||125.33 |
|Depreciation Amortisation and Impairment Expense ||67.31 ||61.01 ||67.31 ||61.01 |
|Pro t / (Loss) for the year before Exceptional Items and Tax ||384.16 ||258.97 ||384.16 ||258.97 |
|Add / (Less) Exceptional Items ||27.64 ||- ||27.64 ||- |
|Pro t / (Loss) for the year before Taxation ||356.52 ||258.97 ||356.52 ||258.97 |
|Total Tax Expenses ||127.81 ||94.39 ||127.81 ||94.39 |
|Net Pro t / (Loss) for the year from Continuing Operations ||228.71 ||164.58 ||228.71 ||164.58 |
|Net pro t / (Loss) for the year from Discontinuing Operations ||- ||- ||- ||- |
|Pro t for the year ||228.71 ||164.58 ||228.71 ||164.58 |
|Add / (Less) Share in Joint Venture & Associates ||(0.01) ||(2.61) ||- ||- |
|Net Pro t / (Loss) after Joint Venture & Associates (A) ||228.70 ||161.97 ||228.71 ||164.58 |
|Add / (Less) Other Comprehensive Income (after tax) classi ed to Reserve & Surplus (B) ||(0.61) ||0.16 ||(0.60) ||0.15 |
|Add / (Less) Other Comprehensive Income (after tax) classi ed to Foreign Currency Translation Reserve ||- ||- ||- ||- |
|Total Comprehensive Income for the year ||(0.61) ||0.16 ||(0.60) ||0.15 |
|Add / (Less) Share of Minority Interest (C) ||- ||- ||- ||- |
|Net Pro t / (Loss) for the year after Minority Interest (A+B+C) ||228.09 ||162.13 ||228.11 ||164.73 |
|APPROPRIATIONS ||- ||- ||- ||- |
|Net Pro t / (Loss) for the year after Minority Interest (A+B+C) ||228.09 ||162.13 ||228.11 ||164.73 |
|Balance brought forward from previous year Pro t / (Loss) ||759.43 ||597.30 ||768.94 ||604.21 |
|Add / (Less) : On account of Consolidation Adjustments ||- ||- ||- ||- |
|Add : Transition adjustment on account of Ind AS 115 ||4.45 ||- ||4.45 ||- |
|Amount available for appropriations ||991.97 ||759.43 ||1001.50 ||768.94 |
|Less : Appropriations ||- ||- ||- ||- |
|Proposed Dividend on Equity Shares ||- ||- ||- ||- |
|Tax on Dividend (Including surcharge) (net of credit) ||- ||- ||- ||- |
|Transfer to General Reserve ||- ||- ||- ||- |
|Balance carried to Balance Sheet ||991.97 ||759.43 ||1001.50 ||768.94 |
Note : 1. There are no material changes and commitments affecting the financialposition of the Company between the end of the financial year and the date of this report.
2. Previous year gures have been regrouped / re-arranged wherever necessary.
Consolidated Financial Results:
The audited consolidated financial statements of your
Company as on 31 March 2019 prepared in accordance with the relevant applicable INDAS and Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 ("SEBI Listing Regulations") and provisions of the CompaniesAct 2013 forms part of this Annual Report.
The key aspects of your Company's consolidated performance during the financial year2018-19 are as follows:
The Company has registered a growth of 12.95% Y-o-Y basis in terms of overall salesvolume as compared to previous year.
The growth can be attributed to growth in sales volume of CNG by 11.53% and growth insales volume of PNG by 14.49% on Y-o-Y basis.
Along with its JV the Company is now operational in 13 GAs.
FY 19 Revenue from Operations increased 32% Y-o-Y to Rs 1823 Crores vs. Rs 1385Crores*.
FY 19 Operating EBITDA has also increased 25% Y-o-Y to Rs 455 Crores vs. Rs 365 Crores.
*excluding effect of restatement in last year as per Ind
Standalone Financial Results:
On standalone basis your Company registered total revenue of Rs 1910.17 Crore and PATof Rs 228.71 Crore.
The detailed operational performance of your Company has been comprehensively discussedin the Management Discussion and Analysis Report which forms part of this Report.
Your Directors have recommended a dividend of 25% (Rs 0.25/- per Equity Share of Rs 1each) on the Equity Shares out of the Profits of the Company for the financial year2018-19. The said dividend if approved by the shareholders would involve a cash out flowof Rs 33.15 Crore including tax thereon.
Your Directors also recommended a dividend of 10% (Rs 1/- per Preference Share of Rs 10each) on the 10% Cumulative Redeemable Preference Shares out of the Profits of the Companyfor the financial year 2018-19. The said dividend if approved by the shareholders wouldinvolve a cash out flow of Rs 0.60 Lakhs including tax thereon.
Your Directors also approved an enabling resolution for redemption of 10% CumulativeRedeemable Preference Shares of Rs 10/- each along with interim dividend upto the date ofredemption.
LISTING OF EQUITY SHARES OF THE COMPANY
We are pleased to inform that during the period under review the Equity Shares of yourCompany got listed on 5 November 2018 on both the recognised Stock Exchanges i.e. BSELimited and National Stock Exchange of India Limited pursuant to Scheme of Arrangement.
AWARD OF NEW PROJECT UNDER 9 AND 10 ROUND OF CGD
During the year the Company won 15 additional Geographical Areas (GA) in ninthand tenth rounds of bidding for developing CGD Networks.
The Company along with its joint venture with Indian Oil Corporation Limited (IOCL)is now authorised to develop CGD networks in 38 GAs.
STATUS OF THE COMPOSITE SCHEME OF ARRANGEMENTS
The Composite Scheme of Arrangement among Adani Gas Holdings Limited (AGHL)and Adani Gas Limited (AGL) and Adani Enterprises Limited (AEL)and their respective Shareholders and Creditors.
During the year under review the Honble National
Company Law Tribunal Bench at Ahmedabad (NCLT) had vide its order dated 3August 2018 sanctioned the Composite Scheme of Arrangement among Adani Gas HoldingsLimited (AGHL) and Adani Gas Limited (AGL) and Adani EnterprisesLimited (AEL) and their respective Shareholders and Creditors. The scheme wasapproved by the shareholders secured and unsecured creditors of the Company withrequisite majority on 3 July 2018. The
Scheme inter-aliaprovided for:-
a. amalgamation of AGHL with AGL ("Part II of the Scheme"); and
i. Upon the effectiveness of Part II of the Scheme and in consideration of theamalgamation of the AGHL with AGL - a. 1 (One) equity share of Rs 10/- (Rupees Ten only)each of the AGL credited as fully paid-up for every 1 (One) compulsorily convertiblepreference share of Rs 10/- (Rupees Ten only) each to the compulsorily convertiblepreference shareholder of AGHL.
b. 1 (One) Preference Share of Rs 10/- (Rupees Ten only) each of the AGL credited asfully paid-up for every 1 (One) equity share of Rs 10/- (Rupees Ten only) to the equityshareholder of AGHL.
The Company had fixed 26 August 2018 as the record date to determine its shareholderswho would be entitled to the shares of the Company as aforesaid pursuant to the Part IIof the Scheme.
Accordingly the Board of Directors of the Company had on 26 August 2018 allottedEquity Shares and Preference Shares to those shareholders of AGHL whose names appeared inthe Register of Members as on the Record Date in the above mentioned ratio.
b. subject to satisfactory ful lment of (a) above demerger of the Demerged Undertaking(as Defined in the Composite Scheme of Arrangement) of AEL and transfer of the same to theAGL ("Part III of the Scheme").
i. Upon the effectiveness of Part III of the Scheme and in consideration of thetransfer and vesting of the Demerged Undertaking into the Resulting Company:-
a. 1 (One) equity share of Rs 1/- (Rupee One only) each of the AGL credited as fullypaid up for every 1 (One) equity share of Rs 1/- (Rupee One only) each to the equityshareholder of AEL.
AEL had fixed 7 September 2018 as the record date to determine its shareholders whowould be entitled to the shares of the Company as aforesaid pursuant to the Scheme.
Accordingly the Board of Directors of the Company had on 9 September 2018 allottedEquity Shares to those shareholders of AEL whose names appeared in the Register of Membersas on the Record Date in the above mentioned ratio.
During the year under review your Company has not accepted any fixed deposits withinthe meaning of Section 73 of the Companies Act 2013 and the rules made there under.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS
The provisions of Section 186 of the Companies Act 2013 with respect to a loanguarantee or security are not applicable to the Company as the Company is engaged inproviding infrastructural facilities which is exempt under Section 186 of the CompaniesAct 2013. The details of investment made during the year under review are disclosed inthe financial statements.
SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES
During the year under review pursuant to composite scheme of arrangement the Companyhas ceased as step-down subsidiary of Adani Enterprises Limited and as subsidiary of AdaniGas Holdings Limited.
Pursuant to the provisions of Section 129 134 and 136 of the Companies Act 2013 readwith rules framed there under and Regulation 33 of the SEBI Listing Regulations theCompany has prepared consolidated financial statements of the Company and its jointventure and a separate statement containing the salient features of financial statement ofjoint ventures in Form AOC-1 which forms part of this Annual Report.
The annual financial statements and related detailed information of the joint venturecompany shall be made available to the shareholders of the holding and joint venturecompany seeking such information on all working days during business hours. The financialstatements of the joint venture shall also be kept for inspection by any shareholder/sduring working hours at the Companys registered offce and that of the respectivejoint venture concerned. In accordance with Section 136 of the Companies Act 2013 theaudited financial statements including consolidated financial statements and relatedinformation of the Company and audited accounts of each of its joint venture areavailable on our website www.adanigas.com.
Pursuant to Section 134 of the Act read with Rule 8(1) of the Companies (Accounts)Rules 2014 the details of development of joint venture of the Company is covered in theManagement Discussion and Analysis Report which forms part of this Report.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
During the year under review Mr. Rajesh S. Adani (DIN: 00006322) and Mr. Rajeev Sharma(DIN: 00084188) resigned as Directors of the Company w.e.f. 22 October 2018 due to theirpre-occupation.
The Board places on record its deep appreciation of the valuable services rendered aswell as advice and guidance provided by Mr. Rajesh S. Adani and Mr. Rajeev Sharma duringtheir tenure.
Mr. Gautam S. Adani (DIN: 00006273) was appointed as an Additional Director(Non-Executive) by the Board at its meeting held on 22 October 2018.
Mr. Suresh P Manglani (DIN: 00165062) was appointed as an Additional Director by theBoard at its meeting held on 22 October 2018. He was also appointed as an ExecutiveDirector of the Company for a period of ve years i.e. upto 21 October 2023 subject toapproval of members at the ensuing Annual General Meeting. Terms and conditions for hisappointment are contained in the Explanatory Statement forming part of the notice of theensuing Annual General Meeting.
Mr. Maheswar Sahu (DIN: 00034051) Mr. Naresh Kumar Nayyar (DIN: 00045395) and Mrs.Chandra Iyengar (DIN: 02821294) were appointed as Additional Directors (Non-ExecutiveIndependent) of the Company w.e.f. 22 October 2018.
As Additional Directors Mr. Gautam S. Adani Mr. Suresh P Manglani Mr. Maheswar SahuMr. Naresh Kumar Nayyar and Mrs. Chandra Iyengar hold offce upto the ensuing AnnualGeneral Meeting. The Company has received notice from a member under Section 160 of theCompanies Act 2013 proposing their appointment as Directors of the Company.
In accordance with the provisions of Section 149 of the Companies Act 2013 Mr.Maheswar Sahu Mr. Naresh Kumar Nayyar and Mrs. Chandra Iyengar are being appointed asIndependent Directors to hold offce as per their tenure of appointment mentioned in theNotice of the ensuing Annual General Meeting of the Company.
The terms and conditions of appointment of Independent Directors are as per Schedule IVof the Act. The Company has received declarations from all the Independent Directors ofthe Company con rming that they meet with the criteria of independence as prescribed bothunder sub-section (6) of Section 149 of the Companies Act 2013 and the SEBI ListingRegulations and there has been no change in the circumstances which may affect theirstatus as independent director during the year.
Mr. Naresh Poddar resigned as Chief Financial Officer of the Company w.e.f. 31 January2019 in his desire for exploring new professional opportunities.
Mr. Hardik Sanghvi resigned as Company Secretary of the Company w.e.f. 8 August 2018due to personal reasons.
Further Mr. Gunjan Taunk was appointed as Company Secretary w.e.f. 26 August 2018.
Pursuant to the requirements of the Companies Act 2013 and Articles of Association ofthe Company Mr. Pranav V. Adani (DIN: 00008457) is liable to retire by rotation and beingeligible offer himself for re-appointment.
The Board recommends the appointment/re-appointment of above directors for yourapproval.
Brief details of Directors proposed to be appointed/ re-appointed as required underRegulation 36 of the SEBI Listing Regulations are provided in the Notice of Annual GeneralMeeting.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Companies Act 2013 the Board of Directors to thebest of their knowledge and ability state the following:
a. that in the preparation of the annual financial statements the applicableaccounting standards have been followed along with proper explanation relating to materialdepartures if any;
b. that such accounting policies have been selected and applied consistently andjudgement and estimates have been made that are reasonable and prudent so as to give atrue and fair view of the state of affairs of the Company as at 31 March 2019 and of thepro t of the Company for the year ended on that date;
c. that proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;
d. that the annual financial statements have beenprepared on a going concern basis;
e. that proper internal financial controls were in place and that the financial controlwere adequate and were operating effectively;
f. that proper systems to ensure compliance with the provisions of all applicable lawswere in place and were adequate and operating effectively.
During the year under review the Board of Directors of the Company has adopted /amended / approved changes in Corporate Social Responsibility Policy; Nomination andRemuneration Policy of Directors Business Responsibility Policy; Key Managerial Personneland Other Employees; Related Party Transaction Policy; Vigil Mechanism / Whistle BlowerPolicy; Code of Conduct for Board of Directors and Senior Management of the Company;Material Events Policy; Policy on Preservation of Documents; Dividend Distribution Policy;Website Content Archival Policy and Code of internal procedures and conduct forregulating monitoring and reporting of Trading by Insiders to comply with the recentamendments in the Companies Act 2013 and SEBI Listing Regulations. Accordingly theupdated policies are uploaded on website of the Company at https://www.adanigas.com.
NUMBER OF BOARD MEETINGS
The Board of Directors met 6 (six) times during the year under review. The details ofboard meetings and the attendance of the Directors are provided in the CorporateGovernance Report which forms part of this report.
INDEPENDENT DIRECTORS MEETING
The Independent Directors met on 13 February 2019 without the attendance ofNon-Independent Directors and members of the Management. The Independent Directorsreviewed the performance of non-independent directors and the Board as a whole; theperformance of the Chairperson of the Company taking into account the views of ExecutiveDirectors and Non-Executive Directors and assessed the quality quantity and timeliness offlow of information between the Company Management and the Board that is necessary for theBoard to effectively and reasonably perform their duties.
The Board adopted a formal mechanism for evaluating its performance and as well as thatof its Committees and individual Directors including the Chairman of the Board. Theexercise was carried out through a structured evaluation process covering various aspectsof the Boards functioning such as composition of the Board & committees experience& competencies performance of specific duties & obligations contribution at themeetings and otherwise independent judgment governance issues etc.
POLICY ON DIRECTORS APPOINTMENT & REMUNERATION
The Companys policy on directors appointment and remuneration and othermatters provided in Section 178(3) of the Companies Act 2013 is made available on theCompanys website at http://www.adanigas.com.
INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY
The details in respect of internal financial control and their adequacy are included inManagement and Discussion & Analysis which forms part of this report.
The Board of the Company has formed a risk management committee to frame implement andmonitor the risk management plan for the Company. The committee is responsible forreviewing the risk management plan and ensuring its effectiveness. The audit committee hasadditional oversight in the area of financial risks and controls.
COMMITTEES OF THE BOARD
Details of various committees constituted by the Board of Directors as per theprovision of the SEBI Listing Regulations and the Companies Act 2013 are given in theCorporate Governance Report which forms part of this report.
CORPORATE SOCIAL RESPONSIBILITY
The Company has constituted a Corporate Social Responsibility (CSR) Committee and hasframed a CSR Policy. The brief details of CSR Committee are provided in the CorporateGovernance Report. The Annual Report on CSR activities is annexed to this Report. The CSRPolicy is available on the website of the Company at http://www.adanigas.com.
CORPORATE GOVERNANCE AND MANAGEMENT
DISCUSSION ANDANALYSIS REPORT
Separate reports on Corporate Governance compliance and Management Discussion andAnalysis as stipulated by the SEBI Listing Regulations forms part of this Annual Reportalong with the required Certificate from Practicing Company Secretary regarding complianceof the conditions of Corporate Governance as stipulated.
In compliance with Corporate Governance requirements as per the SEBI ListingRegulations your Company has formulated and implemented a Code of Business Conduct andEthics for all Board members and senior management personnel of the Company who haveaffirmed the compliance thereto.
BUSINESS RESPONSIBILITY REPORT
The Business Responsibility Report for the year ended 31 March 2019 as stipulatedunder Regulation 34 of the SEBI Listing Regulations is annexed which forms part of thisAnnual Report.
PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE
As per the requirements of The Sexual Harassment of Women at Workplace (PreventionProhibition & Redressal) Act 2013 and rules made thereunder your Company hasconstituted Internal Complaints Committee (ICC) which is responsible for redressal ofcomplaints related to sexual harassment. During the year under review there were nocomplaints pertaining to sexual harassment.
EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return in Form MGT-9 are annexedto this Report as Annexure-A.
RELATED PARTY TRANSACTIONS
All related party transactions entered into during the financial year were on anarms length basis and were in the ordinary course of business. Your Company had notentered into any transactions with related parties which could be considered material interms of Section 188 of the Companies Act 2013. Accordingly the disclosure of relatedparty transactions as required under Section 134(3)(h) of the Companies Act 2013 in FormAOC - 2 is not applicable. Suitable disclosure as required by the Indian AccountingStandard (Ind AS 24) has been made in the notes to the Financial Statements.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALSIMPACTING THE GOING CONCERN STATUS OF THE COMPANY
There are no Significant and material orders passed by the Regulators or Courts orTribunals which would impact the going concern status and the Companys futureoperations.
Your Company has taken appropriate insurance for all assets against foreseeable perils.
AUDITORS & AUDITORS' REPORT
Pursuant to the provisions of Section 139 of the Companies Act 2013 read with rulesmade thereunder M/s. Shah Dhandharia & Co. Chartered Accountants (Firm RegistrationNo. 118707W) were appointed as Statutory Auditors of the Company to hold offce tillconclusion of the 17 Annual General Meeting (AGM) of the Company to be held in thecalendar year 2022.
The Notes to the financial statements referred in the Auditors Report areself-explanatory and therefore do not call for any comments under Section 134 of theCompanies Act 2013. The Auditors Report is enclosed with the financial statementsin this Annual Report. There were no qualifications reservations adverse remark ordisclaimers given by Statutory Auditors of the Company.
SECRETARIAL AUDIT REPORT
Pursuant to the provisions of Section 204 of the Companies Act 2013 and the rules madethereunder the Company has re-appointed Mr. Ashwin Shah Practicing Company Secretary toundertake the Secretarial Audit of the Company. The Secretarial Audit Report for FY2018-19 is annexed which forms part of this report as Annexure-B. There were noqualifications reservation or adverse remarks or disclaimers given by SecretarialAuditors of the Company.
COST AUDIT REPORT
Your Company has re-appointed M/s. N. D. Birla & Co. Practicing Cost Accountantsto conduct audit of cost records maintained for Petroleum Products of the Company for theyear ended 31 March 2020. The Cost Audit Report for the year 2017-18 was led before thedue date with the Ministry of Corporate Affairs.
The Company has maintained the cost accounts and records in accordance with Section 148of the Companies Act 2013 and Rule 8 of the Companies (Accounts) Rules 2014.
PARTICULARS OF EMPLOYEES
The information required under Section 197 of the Companies Act 2013 read with Rule5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014are provided in separate annexure forming part of this Report as Annexure-C.
The statement containing particulars of employees as required under Section 197 of theCompanies Act 2013 read with Rule 5(2) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules 2014 will be provided upon request. Interms of Section 136 of the Companies Act 2013 the Report and Accounts are being sent tothe Members and others entitled thereto excluding the information on employeesparticulars which is available for inspection by the members at the Registered offce ofthe Company during business hours on working days of the Company. If any member isinterested in obtaining a copy thereof such Member may write to the Company Secretary inthis regard.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO
The information on conservation of energy technology absorption and foreign exchangeearnings and outgo stipulated under Section 134(3)(m) of the Companies Act 2013 read withRule 8 of The Companies (Accounts) Rules 2014 as amended from time to time is annexed tothis Report as Annexure-D.
Your Directors are highly grateful for all the guidance support and assistancereceived from the Government of India respective State Government Financial Institutionsand Banks. Your Directors thank all shareholders esteemed customers suppliers andbusiness associates for their faith trust and con dence reposed in the Company. YourDirectors also wish to place on record their sincere appreciation for the dedicatedefforts and consistent contribution made by the employees at all levels to ensure thatthe Company continues to grow and excel.
|For and on behalf of the Board of Directors ||Gautam S. Adani |
|Date: 27.05.2019 ||Chairman |
|Place: Ahmedabad ||(DIN: 00006273) |