Your Directors are pleased to present the 20th Annual Report along withthe audited financial statements of your Company for the financial year ended on March 312019.
The audited financial statements of the Company as on March 31 2019are prepared in accordance with the relevant applicable Ind AS and Regulation 33 of theSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 ("ListingRegulations") and provisions of the Companies Act 2013 ("Act").
The summarised financial highlight is depicted below:
| || || || ||(र in crore) |
| ||Consolidated ||Standalone |
|Particulars || || || || |
| ||2018-19 ||2017-18 ||2018-19 ||2017-18 |
|Revenue from operations ||10925.44 ||11322.96 ||5336.38 ||6533.82 |
|Other Income ||1362.34 ||1010.93 ||2342.90 ||1607.32 |
|Total Income ||12287.78 ||12333.89 ||7679.28 ||8141.14 |
|Expenditure other than Depreciation and Finance cost ||3857.96 ||4177.55 ||1552.34 ||2024.96 |
|Depreciation and Amortisation Expenses ||1373.48 ||1188.37 ||474.21 ||470.52 |
|Foreign Exchange (Gain) / Loss (net) ||475.92 ||83.29 ||445.35 ||62.22 |
|Finance Cost || || || || |
|- Interest and Bank Charges ||1428.30 ||1257.35 ||1477.22 ||1218.08 |
|- Derivative (Gain)/Loss ||(43.11) ||238.02 ||(55.38) ||238.80 |
|Total Expenditure ||7092.55 ||6944.58 ||3893.74 ||4014.58 |
|Profit before share of profit from joint ventures exceptional items and tax ||5195.23 ||5389.31 ||3785.54 ||4126.56 |
|Add/(Less):- Exceptional Items ||(68.95) ||(155.18) ||(121.90) ||(297.38) |
|Total Tax Expense ||1081.47 ||1544.18 ||1025.92 ||1421.08 |
|Profit after tax and before share of profit from joint ventures ||4044.81 ||3689.95 ||2637.72 ||2408.10 |
|Share of Profit from Joint Ventures ||(0.06) ||- ||- ||- |
|Net Profit for the year ||4044.75 ||3689.95 ||2637.72 ||2408.10 |
|Other Comprehensive income (net of tax) ||15.41 ||9.85 ||18.82 ||8.61 |
|Total Comprehensive Income for the year (net of tax) Attributable to: ||4060.16 ||3699.80 ||2656.54 ||2416.71 |
|Equity holders of the parent ||4006.07 ||3683.02 ||- ||- |
|Non-controlling interests ||54.09 ||16.78 ||- ||- |
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.
Your Company handled record cargo throughput of 208 MMT in FY 2018-19.Mundra Port continues to rank 1st in terms of total cargo handling and 2nd in terms ofcontainer cargo handling during the year under review. The other ports developed and beingoperated by your Company at Dahej Hazira Tuna Dhamra Murmugao Vizag Ennore andKattupalli have performed well.
The key aspects of your Company's consolidated performance y-19are as follows: duringthefinancial
Handled cargo of 208 MMT a growth of 15% YOY surpassing allIndia cargo growth of 5%.
Container volume crossed 5.76 million TEUs an increase of 13% onYOY basis surpassing all India container growth of 10%.
Consolidated revenue from operations stood at र 10925 crore inFY 2018-19.
Profit after tax for the FY 2018-19 stood atर 4045 crore.
The detailed operational performance of the Company has beencomprehensively discussed in the Management Discussion and Analysis Report which formspart of this Report.
Dividend on Preference Shares
Your Directors have recommended 0.01% dividend on 0.01% Non-CumulativeRedeemable Preference Shares of र 10 each for the financial year 2018-19. The saiddividend if approved by the members would involve a cash outflow of र 3389 includingtax thereon.
Transfer to Reserves
The Company proposes to transfer र 167.33 crore to Debenture RedemptionReserve out of the amount available for appropriation.
During the year under review your Company has not accepted any fixeddeposits within the meaning of Section 73 of the Act read with rules made there under.
During the year under review your Company has redeemed 5000 ListedSecured Redeemable Non-Convertible Debentures of face value of र 10 lakh each aggregatingto र 500 crore and bought-back 7500 Listed Secured Redeemable Non-Convertible Debenturesof face value of र 10 lakh each aggregating to र 750 crore which were listed on theWholesale Debt Market of BSE Limited.
Particulars of loans guarantees or investments
The provisions of Section 186 of the Act with respect to a loanguarantee investment or security is not applicable to the Company as the Company isengaged in providing infrastructural facilities which is exempted under Section 186 of theAct. The details of investments made during the year under review are disclosed in thefinancial statements
Subsidiaries Joint Ventures and Associate Companies
Your Company has 58 subsidiary companies (including step-downsubsidiaries) 2 joint ventures and 1 associate company as on March 31 2019.
The following changes have taken place in Subsidiaries/ Joint Ventures:
Subsidiary Companies formed/acquired
Adani Bhavanapadu Port Pvt. Ltd.
Marine Infrastructure Developer Pvt. Ltd.
Adani Mundra Port Holding Pte Ltd. Singapore
Step down Subsidiary Companies formed/ acquired
Adani Abbot Port Pte Ltd. Singapore
Adani Mundra Port Pte Ltd Singapore
Adani Yangon International Terminal Company Ltd Myanmar
Adani Agri Logistics Ltd.
Adani Agri Logistics (Samastipur) Ltd.
Adani Agri Logistics (Darbhanga) Ltd.
Adani Agri Logistics (Dahod) Ltd.
Adani Agri Logistics (MP) Ltd.
Adani Agri Logistics (Dewas) Ltd.
Adani Agri Logistics (Harda) Ltd.
Adani Agri Logistics (Hoshangabad) Ltd.
Adani Agri Logistics (Satna) Ltd.
Adani Agri Logistics (Ujjain) Ltd.
Adani Agri Logistics (Panipat) Ltd.
Adani Agri Logistics (Kannauj) Ltd.
Adani Agri Logistics (Katihar) Ltd.
Adani Agri Logistics (Kotkapura) Ltd.
Adani Agri Logistics (Mansa) Ltd.
Adani Agri Logistics (Bathinda) Ltd.
Adani Agri Logistics (Moga) Ltd.
Adani Agri Logistics (Barnala) Ltd.
Adani Agri Logistics (Nakodar) Ltd.
Adani Agri Logistics (Raman) Ltd.
Adani Agri Logistics (Dhamora) Ltd.
Adani Agri Logistics (Borivali) Ltd.
Blue Star Realtors Pvt. Ltd.
Dermot Infracon Pvt. Ltd.
Welspun Orissa Steel Pvt. Ltd.
Cessation of Subsidiary Companies
Adani Total Pvt. Ltd. (Formerly Adani Petroleum Terminal Pvt.Ltd.)
Dhamra LNG Terminal Pvt. Ltd.
Mundra LPG Terminal Pvt. Ltd.
Adani Dhamra LPG Terminal Pvt. Ltd.
Joint Venture formed by Subsidiary Company
Adani NYK Auto Logistics Solutions Pvt. Ltd. joint venture ofAdani Logistics Ltd. and NYK Auto Logistics (India) Pvt. Ltd.
Adani Total Pvt. Ltd. joint venture of Adani Logistics Ltd. andTotal Holdings SAS
Pursuant to the provisions of Section 129 134 and 136 of the Act readwith rules made thereunder and Regulation 33 of the Listing Regulations the Company hasprepared consolidated financial a separate statement containing the salient features offinancial associates in Form AOC-1 forms part of this Annual Report. The annual financialinformation of the subsidiary companies shall be made available to the members of theholding and subsidiary companies seeking such information on all working days duringbusiness hours. The financial statements of the subsidiary companies shall also be keptfor inspection by any members during working hours at the Company's registered officeand that of the respective subsidiary companies concerned. In accordance with Section 136of the Act the audited financial statements including consolidated financial statementsand related information of the Company and audited accounts of each of its subsidiariesare available on website www.adaniports.com. Pursuant to Section 134 of the Act read withrules made thereunder the details of developments of subsidiaries of the Company arecovered in the Management Discussion and Analysis Report which forms part of this Report.
Directors and Key Managerial Personnel
Mr. Mukesh Kumar IAS (DIN: 06811311) Vice Chairman & CEO GujaratMaritime Board was appointed as an Additional Director of the Company w.e.f October 232018 to hold office upto the ensuing Annual General Meeting. Mrs. Nirupama Rao (DIN:06954879) was appointed as an Additional Director and also an Independent Director forperiod of five consecutive years subject to approval of members at the ensuing AnnualGeneral Meeting. She holds office upto the ensuing Annual General Meeting.
Dr. Malay Mahadevia (DIN: 00064110) was re-appointed as Whole TimeDirector of the Company for a period of five years w.e.f May 15 2019 subject to approvalof members at the ensuing Annual General Meeting.
Pursuant to the provisions of Section 149 of the Act Prof. G. Raghuram(DIN: 01099026) and Mr. G. K. Pillai (DIN: 02340756) were appointed as IndependentDirectors of the Company for a period of five years w.e.f August 9 2014 The Board ofDirectors on recommendation of Nomination and Remuneration Committee have re-appointedthem as an Independent Directors for a second term of five consecutive year w.e.f August9 2019 subject to approval of members at the ensuing Annual General Meeting. The termsand conditions of appointment of Independent Directors are as per Schedule IV of the Actand Listing Regulations. The Company has received declarations from all the IndependentDirectors of the Company confirming that they meet with the criteria of independence asprescribed in Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulationsand there has been no change in the circumstances which may affect their status asIndependent Director.
Pursuant to the requirements of the Act and Articles of Association ofthe Company Mr. Rajesh S. Adani (DIN: 00006322) is liable to retire by rotation and beingeligible offers himself for re-appointment. The Board recommends theappointment/re-appointment of above Directors for your approval. Brief details ofDirectors proposed to be appointed/ re-appointed as required under Regulation 36 of theListing Regulations are provided in the Notice of the Annual General Meeting.
Mrs. Dipti Shah ceased to be Company Secretary of the Company onattaining the age of superannuation w.e.f July 31 2018. The Board has appointed Mr.Kamlesh Bhagia as Company Secretary and Key Managerial Personnel of the Company w.e.fAugust 6 2018.
Directors' Responsibility Statement
Pursuant to Section 134(5) of the Act the Board of Directors to thebest of their knowledge and ability state the following: a. that in the preparation ofthe annual financial statements the applicable accounting standards have been followedalong with proper explanation relating to material departures if any; b. that suchaccounting policies have been selected and applied consistently and judgements andestimates have been made that are reasonable and prudent so as to give a true and fairview of the state of affairs of the Company as at March 31 2019 and of the profit of theCompany for the year ended on that date; c. that proper and sufficient care has been takenfor e.f April the 22 maintenance2019 of adequate accounting records in accordance withthe provisions of the Act for safeguarding the assets of the Company and for preventingand detecting fraud and other irregularities; d. that the annual financial statements havebeen prepared on a going concern basis; e. that proper internal financial controls were inplace and that the financial control were adequate and were operating effectively; f. thatproper systems to ensure compliance with the provisions of all applicable laws were inplace and were adequate and operating effectively.
During the year under review the Board of Directors of the Company hasamended /approved changes in Corporate Social Responsibility policy; Nomination andRemuneration Policy of Directors Key Managerial Personnel and Other Employees; Policy fordetermining Material Subsidiaries; Related Party Transaction Policy; Vigil Mechanism /Whistle Blower Policy; Code of Conduct for Board of Directors and Senior Management of theCompany; Material Events Policy; Website Content Archival Policy and Code of internalprocedures and conduct for regulating monitoring and reporting of Trading by Insiders tocomply with the recent amendments in the Act and Listing Regulations. Accordingly theupdated policies are uploaded on website of the Company at https://www.adaniports.com/Investors/ Corporate-Governance.
Number of Board Meetings
The Board of Directors met 5 (five) times during the year under review.The details of board meetings and the attendance of the Directors are provided in theCorporate Governance Report which forms part of this Report.
Independent Directors' Meeting
The Independent Directors met on March 6 2019 without the attendanceof Non-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 Chairman 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 Management and the Board that is necessary for the Boardto effectively and reasonably perform their duties.
The Board adopted a formal mechanism for evaluating its performance aswell as that of its Committees and individual Directors including the Chairman of theBoard. The exercise was carried out through a structured evaluation process coveringvarious aspects of the Board functioning such as composition of the Board &Committees experience & competencies performance of specific duties &obligations contribution at the meetings and otherwise independent e from a Practisingjudgement governance issues etc.
A structured questionnaire was circulated to the Board members in thisconnection. The Directors participated in the evaluation survey and review was carried outthrough a peer-evaluation excluding the Director being evaluated. The result of evaluationwas discussed at the Independent Director's meeting held on March 6 2019 Nominationand Remuneration Committee meeting and in the Board meeting held on May 27 2019.
Policy on Directors' appointment and remuneration
The Company's policy on Directors' appointment andremuneration and other matters provided in Section 178(3) of the Act is available on thewebsite of the Company at https:// www.adaniports.com/ Investors/Corporate-Governance.
Internal Financial control system and their adequacy
The details in respect of internal financial control and their adequacyare included in Management Discussion and Analysis Report which forms part of this report.
The Board of the Company has formed a Risk Management Committee toframe implement and monitor the risk management plan for the Company. The committee isresponsible for reviewing the risk management plan and ensuring its effectiveness. Theaudit committee has additional oversight in the area of financial risks and controls. Themajor risks identified by the businesses are systematically addressed through mitigationactions on a continual basis.
Committees of Board
Details of various committees constituted by the Board of Directors asper the provisions of the Act and Listing Regulations are given in the CorporateGovernance Report which forms part of this report.
Sustainability and Corporate Social Responsibility
The Company has constituted a Sustainability and Corporate SocialResponsibility Committee and has framed a Policy. The brief details of Committee areprovided in the Corporate Governance Report. The Annual Report on CSR activities isannexed and forms part of this report. The updated policy is available on the website ofthe Company at https:// www.adaniports.com/ Investors/Corporate-Governance.
Corporate Governance and Management Discussion and Analysis
Separate reports on Corporate Governance compliance and ManagementDiscussion and Analysis as stipulated by Listing Regulations forms part of this AnnualReport along with the required Secretary regarding compliance of the conditions ofCorporate Governance as stipulated.
In compliance with Corporate Governance requirements as per the ListingRegulations your Company has formulated and implemented a Code of Conduct for all Boardmembers and senior management personnel of the Company who have affirmed the compliancethereto.
Business Responsibility Report
The Business Responsibility Report for the year ended March 31 2019 asstipulated under Regulation 34 of Listing Regulations is annexed which forms part of thisAnnual Report.
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 yourCompany has constituted Internal Complaints Committee which is responsible for redressalof complaints 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 FormMGT-9 is annexed to this report as Annexure-A.
Related Party Transactions
All the related party transactions entered into during the financialyear were on an arm's length basis and were in the ordinary course of business. YourCompany has not entered into any transactions with related parties which could beconsidered material in terms of Section 188 of the Act.
Accordingly the disclosure of related party transactions as requiredunder Section 134(3)(h) of the Act in Form AOC 2 is not applicable.
the Significant regulators or courts or tribunals impacting the goingconcern status of the Company
There are no significant and Regulators or Courts or Tribunals whichwould impact the going concern status and the Company's future operations.
Your Company has taken appropriate insurance for all assets againstforeseeable perils.
Quality Health Safety and Environment
At Adani Ports and Special Economic Zone Ltd. (APSEZ) Quality HealthSafety and Environmental (QHSE) responsibilities are integral to operations. Your Companyhas acquired International Standards ISO 9001:2015 ISO 14001:2004 OHSAS 18001:2007 ISO28000:2007 certifications specifying the requirements for an Integrated Management System(IMS) as part of its objective to improve quality health safety and environment in thework place. Apart from the ISO certification your Company has adopted its own SafetyManagement System (SMS) which is based on the philosophy that safety is primarily line ofmanagement's responsibility. The SMS is divided into 20 elements with each elementbeing owned by an element owner who is from the line management at Port. These elementowners are accountable for implementation monitoring and sustenance of their respectiveelement.
Your Company aspires to be globally admired Occupational Health andSafety (OHS) leader in infrastructure space. The life saving safety rules arenon-negotiable and sacrosanct. The HSE policy OHS vision & mission and 10 Life SavingRules have been communicated to all the stakeholders. Further to give impetus toorganisation's HSE & well-being messages have been issued by the seniorleadership team emphasising the "Safety First" culture.
The Company has taken following major initiatives to advance the HSEcommitment:
Significant Safety Initiatives
1. Successfully completed IMS surveillance audit for Ports / Terminalsat Dahej Mundra Dhamra Goa Hazira and Tuna.
2. Business wide implementation of Adani Group Safety ManagementSystem. Till date total 5 Port Sites are certified as Level 1 and 3 Port Sites are Level 0certified
3. Have clocked more than 94 million man hours inducted more than173661 workers and trained more than 79951 workers and employees.
4. Have implemented online OHS ERP solution Adani Gensuite throughwhich any employee / worker can report a safety concern using his / her mobile phone. Inlast two years more than 80000 concerns have been reported across the Group throughAdani Gensuite.
5. Have implemented a Behaviour Based Safety tool called - SurakshaSamwaad wherein the leaders interact with orderspassedbythe the workforce regularly toengage them on safety.
Your Company released its maiden sustainability report for FY 2015-16as per GRI-G4 guidelines and is continued for every following year. With this the Companyhas become the leader in port sector for disclosing its sustainability performance in thecountry. Your Company believes stakeholder engagement finds its place at the core ofbusiness strategies which thrives for inclusive development therefore the Company hasoutlined its commitment in stakeholder engagement policy and developed the stakeholderengagement procedure. Your Company ensures compliance to environment and relatedapplicable regulations and continually improves its performance.
Your Company acknowledges its responsibility towards the environmentand has initiated numerous initiatives to reduce impact on environment. The Company hasdeveloped a vision for "Zero Waste to landfill" and is making APSEZ a Zero WasteCompany. Your Company has again succeeded to avoid waste disposal through landfilling forits Mundra location. Water is being an important resource its management is always a keyconcern for the Company. Your Company is putting best efforts for effective watermanagement practices for reduction in water consumptions and thereby reducing the waterwithdrawal as part of the water management plan. Your Company's other operationalsite Hazira has laid down 14 kilometre pipeline to channelised treated wastewater fromKRIBHCO to meet its industrial water requirements. Your Company has reduced its waterconsumption by 10% and other operational sites' water consumption has increased by8%. Your Company has met its water requirements by desalination of seawater. However allour operational sites have saved 2481 ML of fresh water by withdrawing water fromdesalination of seawater and other industries treated wastewater during financial year.Energy is an important indicator for port operations as it contributes to GHG emissions.Your Company is taking several initiatives for energy conservation through various energyefficiency enhancement programmes which not only results in environmental benefits butalso reduces the operational costs. . Your Company and other subsidiaries havecommissioned 3.8 MW solar rooftop and 18 MW wind turbines as part of renewable energyproject. APSEZ has decreased its energy consumption by 32% and including all operationalsites energy consumption has reduced by 19%. APSEZ has decreased its emission by 25% andincluding all operational sites emissions has reduced by 7% and saved 12038 tCO2eemissions through renewable energy projects.
Total cumulative terrestrial greenbelt development done till date isabout 673.40 hectares across all port locations cumulative mangrove afforestation is donein an approx. 2889 hectares along with conservation of 2340 hectare at Mundra and a uniquepilot project of development of bio-shield for protection of coastal areas is in progressat Jambusar Gujarat.
Auditors & Auditors' Report
Pursuant to the provisions of Section 139 of the Act read with rulesmade thereunder as amended M/s. Deloitte Haskins & Sells LLP Chartered Accountants(Firm Registration No 117366W/W-100018) were appointed as Statutory Auditors of theCompany to hold office till the conclusion of the Annual General Meeting of the Company tobe held in the calendar year 2022. They have confirmed that they are not disqualified fromcontinuing as Statutory Auditors of the Company for financial year 2019-20.
The Notes to the financialstatements referred in the Auditors Reportare self-explanatory. There are no qualifications or reservations or adverse remarks ordisclaimers given by Statutory Auditors' of the Company and therefore do not call forany comments under Section 134 of the Act. The Auditors' Report is enclosed with thefinancial this Annual Report.
Secretarial Audit Report
Pursuant to the provisions of Section 204 of the Act read with therules made thereunder your Company has re-appointed Mr. Ashwin Shah Practising CompanySecretary to undertake the Secretarial Audit of the Company. The Secretarial Audit Reportfor financial annexed which forms part of this report as Annexure-B. There were noqualifications reservations or adverse remarks in the Secretarial Audit Report of theCompany except delay in appointment of Independent Director. The Company has appointedMrs. Nirupama Rao as an Independent Director w.e.f April 22 2019 and has complied withthe provisions of Listing Regulations.
Your Company is managing and maintaining assets facilities utilitynetworks and utility consumption. To be effective we realise the value of information anda robust platform which can provide the framework for information integration. We haveinitiated the journey to develop the tools which will enable business to manage shareanalyse and act on this information and promote cross departmental awareness andcollaboration. Through advanced technology business is enabled to maximise theirefficiency and improve performance and they are being used in different spheres ofoperations integrating real time vessel movement land-based transport movements andberth occupancy and port business systems to show port wide view of all currentactivities.
As a responsible corporate citizen we strive to work towardsmitigating environmental impact while growing profitability community relationship.Technologies are being used to make our port "green" by minimising congestionpollution emissions and more. Spatial technology is being used to streamline workflowsthrough visualisation and analysis of port information to make it easier to manage newdredging and development.
Particulars of Employees
The information required under Section 197 of the Act 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 underSection 197 of the Act read with rule 5(2) of the Companies (Appointment and Remunerationof Managerial Personnel) Rules 2014 will be provided upon request. In terms of Section136 of the Act the Report and Accounts are being sent to the members and others entitledthereto excluding the information on employees' particulars which is available forinspection by the members at the statements Registered Office of the Company duringbusiness hours on working days of the Company. If any member is interested in obtaining acopy thereof such member may write to the Company Secretary in this regard.
Conservation of Energy Technology Absorption Foreign ExchangeEarnings and Outgo
The information on conservation of energy technology year 2018-19absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) ofthe Act read with rule 8 of The Companies (Accounts) Rules 2014 as amended from time totime is annexed to this report as Annexure-D.
Your Directors are highly grateful for all the guidance support andassistance received from the Government of India Government of Gujarat Gujarat MaritimeBoard Financial Institutions and Banks. Your Directors thank all members esteemedcustomers suppliers and business associates for their faith trust and confidence reposedin the Company.
Your Directors wish to place on record their sincere appreciation forthe dedicated efforts and consistent contribution made by the employees at all levels toensure that the Company continues to grow and excel.
For and on behalf of the Board of Directors
| ||Gautam S. Adani |
|Place: Ahmedabad ||Chairman and Managing Director |
|Date: May 27 2019 ||(DIN: 00006273) |