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Adani Ports & Special Economic Zone Ltd.

BSE: 532921 Sector: Others
NSE: ADANIPORTS ISIN Code: INE742F01042
BSE 15:55 | 27 Mar 2018 Adani Ports & Special Economic Zone Ltd
NSE 05:30 | 01 Jan 1970 Adani Ports & Special Economic Zone Ltd
OPEN 367.10
PREVIOUS CLOSE 364.90
VOLUME 128338
52-Week high 451.55
52-Week low 291.75
P/E 27.91
Mkt Cap.(Rs cr) 75,662
Buy Price 0.00
Buy Qty 0.00
Sell Price 365.35
Sell Qty 816.00
OPEN 367.10
CLOSE 364.90
VOLUME 128338
52-Week high 451.55
52-Week low 291.75
P/E 27.91
Mkt Cap.(Rs cr) 75,662
Buy Price 0.00
Buy Qty 0.00
Sell Price 365.35
Sell Qty 816.00

Adani Ports & Special Economic Zone Ltd. (ADANIPORTS) - Director Report

Company director report

Dear Shareholders

Your Directors are pleased to present the 16 Annual Report along with the auditedfinancial statements of your Company for the financial year ended on March 31 2015.

Financial Performance:

The summarized financial highlight is depicted below:

(Rs in crores)

Particulars Consolidated Results Standalone Results
2014-15 2013-14 2014-15 2013-14
Revenue from operations 6151.98 4829.61 3909.36 4350.26
Other Income 685.64 684.77 738.16 682.03
Total Income 6837.62 5514.38 4647.52 5032.29
Operating & Administrative Expenses 2249.67 1910.39 1301.94 1612.47
Operating Profit before Interest Depreciation and Tax 4587.95 3603.98 3345.58 3419.82
Interest and Financial Charges 1175.06 976.76 708.79 753.86
Depreciation / Amortization Expense 911.68 649.48 488.62 455.71
Profit Before Tax 2501.21 1977.74 2148.17 2210.25
Provision for tax (including deferred tax) 176.72 236.74 (34.97) 194.08
Net Profit / (Loss) before Minority Interest 2324.49 1741.00 2183.14 2016.17
Add / (Less) share of Minority Interest (10.16) (1.36) - -
Net Profit / (Loss) for the year after Minority Interest 2314.33 1739.64 2183.14 2016.17
Surplus in the statement of profit and loss 4433.53 3214.74 5041.00 3545.67
Balance available for appropriation 6747.86 4954.38 7224.14 5561.84
Appropriations:
Dividend on Preference Shares -* -* -* -*
Tax on Dividend on Preference Shares -* -* -* -*
(including surcharge)
# #
Proposed Final Dividend on Equity Shares 227.71 213.67 227.71 213.67
# #
Tax on Final Dividend (including surcharge) 46.36 36.31 46.36 36.31
Depreciation charged to retained earnings 21.71 - 20.97 -
(net of deferred tax)
Transfer to Capital Redemption Reserve 0.14 0.14 0.14 0.14
Transfer to General Reserve 218.31 201.62 218.31 201.62
Transfer to Debenture Redemption Reserve 368.68 69.10 368.68 69.10
Net Surplus in the statement of profit and loss 5864.95 4433.53 6341.97 5041.00

*Figures being nullified on conversion to Rs in crore.

#During the previous year proposed final dividend on equity shares and tax on dividendincludes Rs 6.67 crores and Rs 1.13 crores respectively relating to additional equityshare issued under institutional placement program.

There are no material changes and commitments affecting the financial position of theCompany between the end of the financial year and the date of this report.

Performance Highlights:

Your Company has created a milestone in Indian commercial ports history by handlingmore than 110 MMT of cargo. This achievement is indeed a fulfilling one. This isnotwithstanding the general economic climate and slowdown experienced by variousindustrial sectors. Your Company has witnessed robust growth and impressive performanceduring the year under review.

Mundra Port continues to rank 1 in terms of total cargo handling and 2 in terms ofcontainer cargo handling during the year under review. The other ports developed and beingoperated by your Company at Dahej Hazira Kandla Dhamra Murmugao and Vizag continue todemonstrate strong growth with promising future.

The audited consolidated financial statements of the Company as on March 31 2015prepared in accordance with the relevant applicable Accounting Standards and Clause 41 ofthe Listing Agreement and provisions of the Companies Act 2013 forms part of this AnnualReport. The key aspects of your Company's consolidated performance during the financialyear 2014-15 are as follows:

• Cargo volume increased by 28% from 112.76 MMT in 2013-14 to 144.25 MMT in2014-15.

• Total Income increased by 24% from Rs 5514.38 crores in 2013-14 to Rs 6837.62crores in 2014-15.

• Profit after Tax increased by 33% from Rs 1739.64 crores in 2013-14 to Rs2314.33 crores in 2014-15.

• Earning per Share (EPS) for the year increased by 32% from Rs 8.45 in 2013-14 toRs 11.18 in 2014-15.

• The detailed operational performance of the Company has been comprehensivelydiscussed in the

Management Discussion and Analysis Report which forms part of this Report.

Dividend:

Your Directors have recommended a dividend of 55% (Rs 1.10 per equity share of Rs 2each) on the equity shares and 0.01% dividend on 0.01% Non-Cumulative RedeemablePreference Shares of Rs 10 each for the financial year 2014-15. The said dividend ifapproved by the shareholders would involve a cash outflow of Rs 274.07 crores includingtax thereon.

Transfer to Reserves:

The Company proposes to transfer Rs 0.14 crores Rs 218.31 crores and Rs 368.68 croresto the Capital Redemption Reserve General Reserve and Debenture Redemption Reserverespectively out of the amount available for appropriation.

Status of Composite Scheme of Arrangement:

During the year under review the Board of Directors at its meeting held on January 302015 had approved the Composite Scheme of Arrangement between Adani Enterprises Limited(AEL) and Adani Ports and Special Economic Zone Limited (the Company) and Adani PowerLimited (APL) and Adani Transmission Limited (ATL) and Adani Mining Private Limited (AMPL)and their respective shareholders and creditors for demerger of the diversified businessesof its parent company AEL involving demerger of the Port Undertaking of AEL and theshareholding of AEL in the Company. The rationale for demerger of Port Undertaking fromAEL to the Company are as under:

a. To enable independent focus of management in varied businesses.

b. To facilitate vertical integration for the Company by housing similar business undersingle identified entities thereby facilitating the management to efficiently exploitingany opportunities for each of the businesses.

c. To provide the companies with opportunities for independent collaboration andexpansion without committing the existing organization in its entirety.

d. To create enhanced value for shareholders by allowing more concentrated strategy inoperations.

e. To facilitate varied class of investors to separately hold investments in each ofsuch identified businesses with different characteristics thereby enabling them to opt forinvestment which would best suit their investment strategies and risk profiles. Theshareholders of the Company have approved the above Composite Scheme of Arrangement byPostal Ballot and Court Convened Meeting the result of which was announced on April 202015.

Fixed Deposits:

During the year under review your Company has not accepted any fixed deposits withinthe meaning of

Section 73 of the Companies Act 2013 read with rules made there under.

Non-Convertible Debentures:

During the year under review your Company has issued 25100 Rated Listed SecuredRedeemable Non-Convertible Debentures of face value of Rs 10 lacs each aggregating to Rs2510 crores on a private placement basis listed on the Wholesale Debt Market Segment ofBSE Limited.

Further your Company has redeemed 3000 Secured Redeemable Non-Convertible Debenturesof face value of Rs 10 lacs aggregating to Rs 300 crores issued on private placementbasis.

Particulars of loans guarantees or investments:

The provisions of Section 186 of the Companies Act 2013 with respect to a loanguarantee or security is not applicable to the Company as the Company is engaged inproviding infrastructural facilities and is exempted 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:

Your Company had 17 (direct and indirect) subsidiaries as on March 31 2015.

During the year under review the following changes have taken place in Subsidiary/Joint Venture Companies:

Your Company has acquired 100% stake in The Dhamra Port Company Limited from L&TInfrastructure Development Projects Limited and Tata Steel Limited.

Mundra Solar Technopark Private Limited was incorporated as Wholly Owned Subsidiary fordevelopment construction implementation commissioning operation and maintenance ofinfrastructure projects in electronics sector.

Adani CMA Mundra Terminal Private Limited was incorporated as 50:50 Joint VentureCompany with CMA Terminals France for development of container terminal.

Your Company has divested its entire shareholding in Adani Shipyard Private Limited(ASPL) and accordingly ASPL ceased to be subsidiary.

No Company has became/ceased to be an associate during the financial year 2014-15.

Pursuant to the provisions of Section 129 134 and 136 of the Companies Act 2013 readwith rules made thereunder and pursuant to clause 41 of the Listing Agreement the Companyhad prepared consolidated financial statements of the Company and its subsidiaries and aseparate statement containing the salient features of financial statement of subsidiariesjoint ventures and associates in Form AOC-1 forms part of this Annual Report. The annualfinancial statements and related detailed information of the subsidiary companies shall bemade available to the shareholders of the holding and subsidiary companies seeking suchinformation on all working days during business hours. The financial statements of thesubsidiary companies shall also be kept for inspection by any shareholder/s during workinghours at the Company's registered office and that of the respective subsidiary companiesconcerned. The separate audited financial statement in respect of each of the subsidiarycompanies is also available on the website of the Company. Details of developments ofsubsidiaries of the Company are covered in the Management Discussion and Analysis Reportforms part of this Report.

Directors and Key Managerial Personnel:

Ms. Radhika Haribhakti (DIN : 02409519) was appointed as an Additional Director of theCompany w.e.f March 30 2015 to hold office upto the ensuing Annual General Meeting. TheCompany has received notice from a member proposing her appointment as Director of theCompany. The Board welcomes her and looks forward to her valued contribution to yourCompany.

In accordance with the provisions of Section 149 of the Companies Act 2013 Ms.Radhika Haribhakti is being appointed as an Independent Director to hold office as per hertenure of appointment mentioned in the Notice of the forthcoming Annual General Meeting ofthe Company.

Pursuant to the provisions of Section 149 of the Act which came into effect from April1 2014 Mr. D. T. Joesph Mr. Arun Duggal Mr. G. K. Pillai Mr. Sanjay Lalbhai and Prof.G. Raghuram were appointed as independent directors at the Annual General Meeting of theCompany held on August 9 2014. The terms and conditions of appointment of independentdirectors are as per Schedule IV of the Companies Act 2013. Your Company has receiveddeclarations from all the Independent Directors of the Company confirming that they meetwith the criteria of independence as provided in Section 149(6) of the Companies Act 2013and clause 49 of Listing Agreement and there has been no change in the circumstances whichmay affect their status as independent director during the year.

Pursuant to the requirements of the Companies Act 2013 and Articles of Association ofthe Company Mr. A. K. Rakesh IAS (DIN: 00063819) is liable to retire by rotation andbeing eligible offer himself for re-appointment. The Board recommends the appointment ofMr. A. K. Rakesh IAS as Director of the Company retiring by rotation.

Brief details of Directors proposed to be appointed/re-appointed as required underClause 49 of the Listing Agreement are provided in the Notice of the Annual GeneralMeeting.

The appointments of the Key Managerial Personnel have been made before the commencementof the financial year under review and the same have been formalised during the year asper the Companies Act 2013.

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 Mach 31 2015 and of theprofit 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 been prepared 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.

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 March 18 2015 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.

Board Evaluation:

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 and remuneration:

The Company's policy on directors' appointment and remuneration and other mattersprovided in Section 178(3) of the Companies Act 2013 is available on the website of theCompany.

Internal Financial control system and their adequacy:

The details in respect of internal financial control and their adequacy are included inManagement Discussion and Analysis Report which forms part of this report.

Risk Management:

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 Board:

Details of various committees constituted by the Board of Directors as per theprovision of Clause 49 of the Listing Agreement and Companies Act 2013 are given in theCorporate Governance Report which forms part of this report.

Corporate Social Responsibility:

The Company has constituted 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 which forms part of thisReport. The CSR policy is available on the website of the Company.

Corporate Governance and Management Discussion and Analysis Report:

A separate report on Corporate Governance compliance and a Management Discussion andAnalysis Report as stipulated by Clause 49 of the Listing Agreement forms part of thisAnnual Report along with the required Certificate from a Practising Company Secretaryregarding compliance of the conditions of Corporate Governance as stipulated by Clause 49of the Listing Agreement.

In compliance with Corporate Governance requirements as per Clause 49 of the ListingAgreement 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 March 31 2015 as stipulatedunder Clause 55 of Listing

Agreement is annexed which forms part of this Annual Report.

Prevention of Sexual Harassment at Workplace:

As per the requirement The Sexual Harassment of Women at Workplace (PreventionProhibition & Redressal) Act 2013 read with rules made thereunder your Company hasconstituted Internal Complaints Committee which is responsible for redressal of complaintsrelated to sexual harassment. During the year under review there were no complaintspertaining to sexual harassment.

Extract of Annual Return:

The details forming part of the extract of the Annual Return in Form MGT-9 is annexedto this Report as Annexure-A.

Related Party Transactions:

All the related party transactions entered into during the financial year were on anarm’s 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.

During the year under review your Company has entered into transactions with relatedparties which are material as per clause 49 of the Listing Agreement and the details ofsaid transactions are provided in the Notice of the Annual General Meeting.

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 Company's future operations.

Insurance:

Your Company has taken appropriate insurance for all assets against foreseeable perils.

Quality Health Safety and Environment:

At Adani Ports and Special Economic Zone Limited (APSEZL) Quality Health Safety andEnvironmental (QHSE) responsibilities are integral to operations. Your Company hasacquired International Standards ISO 9001:2008 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.

Further your Company believes in Goal Zero which is a strong simple and memorableaim that has helped to achieve significantly enhanced safety performance. Besides theCompany has taken following major initiatives to advance the QHSE commitment:

Celebrated 44 National Safety Day (March 4 2015) with programs spread over a week

Developed HSE training centre for training to drivers workers visitors etc. enteringthe port area

• Technology enabled Access Control System

• Sessions on behavior based safety

• Visual and Signage Management at port area

• Preparation of animation films for using the same during training programs

• Two Step 'Bulwark Ladder' provided in all tugs

• Self Oscillating Ground Monitors for Fire Services - Unique monitor thatoscillates on its own and covers area of 30 to 35 mtrs without human intervention

• Waste Destruction System - Destruction / decomposition of municipal solid waste;Runs without Fuel or Electricity

• Waste Diversion - Collection & segregation of municipal solid & e-waste“Swachchh Bharat” - Distributed waste bins to fisher folk community during theprogram

• Road Safety week in January 2015

• Increased number of instruments to monitor ambient air quality

• Installation and commissioning of organic waste converter

• Installed a pig waste storage & squeezing facility - recover the oil andrecycle the waste by disposing off to CHWIF site

Auditors & Auditors' Report:

M/s. S R B C & CO LLP Chartered Accountants (Firm Registration No.: 324982E) theStatutory Auditors of the Company will retire at the conclusion of the ensuing AnnualGeneral Meeting (AGM) and are eligible for re-appointment. Your Company has receivedletter from M/s. S R B C & CO LLP Chartered Accountants to the effect that theirappointment if made would be within the prescribed limits under Section 141 of theCompanies Act 2013 read with rules made thereunder and that they are not disqualified forsuch appointment.

Your Directors recommend the re-appointment of M/s. S R B C & CO LLP CharteredAccountants as Statutory Auditors of the Company to hold office from the conclusion ofthis AGM till the conclusion of 18 AGM of the Company to be held in the calendar year2017. 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.

Secretarial Audit Report:

Pursuant to the provisions of Section 204 of the Companies Act 2013 read with therules made thereunder your Company had appointed Mr. Ashwin Shah Practising CompanySecretary to undertake the Secretarial Audit of the Company. The Secretarial Audit Reportfor financial year 2014-15 is annexed which forms part of this report as Annexure-B.There were no qualifications reservation or adverse remarks in the Secretarial AuditReport of the Company.

Information Technology- an enabler for Growth:

Your Company continues to pioneer usage of innovative and modern IT solutions to drivethe operations in an efficient and effective manner. Your Company deploys best in classapplications and systems which streamline business processes to improve performance andreduce costs. These systems provide seamless integration across modules and functionsresulting into strong MIS platform and informed decision-making by the Management.Currently Customer Service is primary focus area of your Company and accordingly IT hasembarked upon some strategic initiatives which will provide more interactive efficientand effective Customer Services.

Awards Certifications and Accreditations:

During the year under review your Company had won the following awards:

• ET Awards 2014 Emerging Company of the year

• 5 EPC World Awards 2014 in Infrastructure Category - Outstanding Contribution inPort Project

• Gateway Awards 2014 - Private Port of the Year

• Gujarat Star Awards - 3 edition - Best Port of the Year

• Gujarat Junction 2015 - Port / Terminal of the Year - Containerized Cargo

• Gujarat Star Awards - 3 edition - Container Handling Port of the Year

• All our participating teams won awards at the State Level as well as NationalLevel convention on Quality Concept. State Level Convention known as VCCQC 2014 wasorganized during September 2014. At VCCQC 2014 14 teams had participated from MundraPort and won 14 awards. National Level Convention known as NCQC 2014 was organized duringDecember 2014. At NCQC 2014 6 teams had participated from Mundra Port and won 3 ParExcellence and 3 Excellence awards

• Port of the year for Excellence in Coastal Shipping - India Seatrade Awards 2014

• HSE Terminal of the Year Gujarat Junction 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 ofManagerial Personnel) Rules 2014 will be provided upon request. In terms of Section 136of the Companies Act 2013 the Report and Accounts are being sent to the members andothers entitled thereto excluding the information on employees' particulars which isavailable for inspection by the members at the 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 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.

Acknowledgement:

Your Directors are highly grateful for all the guidance support and assistancereceived from the Government of India Government of Gujarat Gujarat Maritime BoardFinancial Institutions and Banks. Your Directors thank all shareowners esteemedcustomers suppliers and business associates for their faith trust and confidence reposedin the Company.

Your Directors wish to place on record their sincere appreciation for the dedicatedefforts and consistent

contribution made by the employees at all levels to ensure that the Company continuesto grow and excel.

For and on behalf of the Board of Directors
Place : Ahmedabad Gautam S. Adani
Date : May 1 2015 Chairman and Managing Director
(DIN: 00006273)