Your Directors are pleased to present the 24th Annual Report along with the
Audited Financial Statements of your Company for the financial year ended 31st
March, 2023 (“FY 2022-23/ FY23”).
Financial Performance
The Audited Financial Statements of your Company as on 31st March, 2023, are
prepared in accordance with the relevant applicable Indian Accounting Standards (“Ind
AS”) and Regulation 33 of the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing
Regulations”) and the provisions of the Companies Act, 2013 (“Act”).
The summarized financial highlight is depicted below:
(Rs. In crore)
Particulars |
Consolidated |
Standalone |
|
2022-23 |
2021-22 |
2022-23 |
2021-22 |
Revenue from operations |
20,851.91 |
17,118.79 |
5,237.15 |
4,206.22 |
Other Income |
1,553.48 |
2,223.72 |
2,998.79 |
2,519.31 |
Total Income |
22,405.39 |
19,342.51 |
8,235.94 |
6,725.53 |
Expenditure other than Depreciation and Finance cost |
8,018.46 |
6,722.28 |
1,966.50 |
1653.28 |
Depreciation and Amortisation Expenses |
3,423.24 |
3,099.30 |
612.98 |
599.61 |
Foreign Exchange (Gain) / Loss (net) |
1,886.32 |
872.07 |
2,446.14 |
895.42 |
Finance Cost |
|
|
|
|
- Interest and Bank Charges |
2,593.62 |
2,559.61 |
2,769.50 |
2,509.36 |
- Derivative (Gain)/Loss (net) |
(230.98) |
(15.69) |
(89.11) |
(15.70) |
Total Expenditure |
15,690.66 |
13,237.57 |
7,706.01 |
5,641.97 |
Profit before share of Profit/ (Loss) from joint ventures,
exceptional items and tax |
6,714.73 |
6,104.94 |
529.93 |
1,083.56 |
Share of loss from joint ventures |
47.78 |
17.39 |
- |
- |
Profit before exceptional items and tax |
6,762.51 |
6,122.33 |
529.93 |
1,083.56 |
Add/(Less):- Exceptional Items |
(1,273.38) |
(405.19) |
(1,558.16) |
(611.83) |
Total Tax Expense |
96.38 |
763.96 |
(548.80) |
324.17 |
Profit/loss for the year |
5,392.75 |
4,953.18 |
(479.43) |
147.56 |
Other Comprehensive income (net of tax) |
(531.00) |
(73.46) |
6.57 |
7.78 |
Total Comprehensive Income for the year (net of tax) |
4,861.75 |
4,879.72 |
(472.86) |
155.34 |
Attributable to: |
|
|
|
|
Equity holders of the parent |
4,773.57 |
4,810.96 |
- |
- |
Non-controlling interests |
88.18 |
68.76 |
- |
- |
1. There are no material changes and commitments affecting the financial position of
your Company, which have occurred between the end of the financial year and the date of
this report except for disinvestment in Coastal International Terminals Pte Limited.
2. Previous year figures have been regrouped/re-arranged wherever necessary.
3. There has been no change in nature of business of your Company.
Performance Highlights
Your Company handled record cargo throughput of
339 MMT in FY23 with 9% Y-o-Y growth. Mundra Port continues to be India's largest
seaport with 155 MMT of total cargo handled during the year under review.
The key aspects of your Company's consolidated performance during the FY23 are as
follows:
Logistics:
? Containers transported through rail during the
year achieved a new milestone crossing 500,000 TEUs (+ 24% Y-o-Y).
? Bulk cargo has witnessed strong growth with
63% Y-o-Y increase and bulk cargo transportation exceeded 14 MMT milestone.
? The overall container volumes handled by your Company in India jumped to Rs.8.6
million TEUs (+5% YoY), including ~6.6 million TEUs at Mundra Port alone.
? APSEZ's following ports/terminals have handled all time highest cargo in FY23 -
Mundra Port,
Tuna Terminal, Hazira Port, Mormugao Terminal, Kattupalli Port & Ennore Container
Terminal.
? Operating ports portfolio expanded to 12 Indian Ports/Terminals, including the
recently acquired
Karaikal Port.
? A fully loaded cape-size vessel, MV NS Hairun, with a maximum draft of 17.85 meters
sailed out from the Krishnapatnam Port with 1,68,100 MT of iron ore. Gangavaram Port has
berthed largest displacement vessel to date (in June 2022) - MV MARAN FIDELITY - with
Displacement of 2,21,083 MT & Cargo Parcel of 1,85,000 MT.
? Progressively, non-Mundra ports volume share in APSEZ ports portfolio is growing. In
FY23, Mundra port's volume share in APSEZ's total volumes (excluding Haifa) was 46%, vs
48% in FY22. This indicates volume diversification and reduction in concentration risk.
Similar trends were also witnessed in APSEZ ports' container volumes, Mundra Port's share
in APSEZ total container volumes (excluding Haifa) has come down to 77.3% in FY23 from
79.4% in FY22. Also, the cargo volume share of east coast ports has increased to 39% in
FY23 from 38% last year.
? Expanded the operating ports portfolio footprint outside India with acquisition of
Haifa Port
Company, the operator of Israel's largest port.
? Consolidated revenue from operations stood at
RS.0,851.91 crore in FY23.
? Consolidated profit after tax for FY23 stood at H5,392.75 crore.
Mundra Port:
? Handled the deepest container vessel - MSC Washington with an arrival draft of 17
meters - largest ever handled by any Indian port and the largest vessel, MSC Fatma, with a
vessel length of 366 meters and carrying capacity of 15,194 TEUs.
? The port also docked its first LNG-fueled vessel,
Aframax Crude Oil Tanker, at its SPM facility. The draft is 14 meters long with a total
displacementof 1,26,810 MT.
? Terminal volumes crossed 350,000 TEUsreflecting a 19% Y-o-Y growth.
? Acquired ICD "Tumb” under logistics portfolio, one of the largest ICD in
India with a capacity of 0.5 Mn TEUs.
? Added 18 rakes taking total rakes count to 93.
? Commissioned Taloja MMLP near Mumbai increasing our number of operational terminals
to 9.
? Operational silo capacity increased to ~1.1 MMT,2 silos in project stage that are
planned to be commissioned in FY24
The detailed operational performance of your
Company has been comprehensively discussed in the Management Discussion and Analysis
Section which forms part of this Integrated Annual Report.
Credit Rating
The Company's financial discipline and prudence isreflected in the strong credit
ratings ascribed by rating agencies. The details of credit rating are disclosed in the
Corporate Governance Report, which forms part
of this Integrated Annual Report.
Dividend
Your Directors have recommended a dividend of H5 (250%) per Equity Share of RS. each
and 0.01% dividend on 0.01% Non-Cumulative Redeemable Preference Shares of RS.0 each for
FY23. The dividend is subject to approval of shareholders at the ensuing Annual General
Meeting and shall be subject to deduction of tax at source. The dividend, if approved by
the shareholders, would involve a cash outflow of RS.,080 crore.
The dividend recommended is in accordance with your Company's Dividend Distribution and
Shareholder Return Policy. The Dividend Distribution and Shareholder Return Policy, in
terms of Regulation 43A of the SEBI Listing Regulations is available on your Company's
website on https://www.adaniports.com/-/
media/Project/Ports/Investor/corporate-governance/
Policies/Dividend-Distribution-and-Shareholder- Return-Policy.pdf.
Transfer to Reserves
There is no amount proposed to be transferred to the Reserves. The closing balance of
the retained earnings of your Company for FY23, after all appropriations and adjustments
was RS.7,057.02 crore.
Buyback of Senior Unsecured Notes (‘Senior Notes') - Rule 144A/Regulation S
The Board approved the proposal to buy back 3.375% US$ 650 million Senior Unsecured
Notes due in 2024 in one or more tranches. Your Company completed early settlement of
Senior Notes tendered pursuant to the Tender Offer to purchase for cash up to US$130
million on 10th May, 2023.
For the remaining outstanding Senior Notes, the Company may choose to either accelerate
or defer this plan subject to its own liquidity position and the market conditions and
further subject to the terms, including the pricing and market conditions.
Status of Scheme of Arrangement
During the year under review, Hon'ble National Company Law Tribunal, Ahmedabad Bench
and Hyderabad Bench ("NCLT”) vide their orders dated 21st
September, 2022 and 10th October, 2022, respectively, approved the Composite
Scheme of Arrangement between Gangavaram Port Limited ("GPL') and Adani Ports and
Special Economic Zone Limited ("Company”)and Adani Gangavaram Port Private
Limited ("AGPL') and their respective shareholders and creditors("Composite
Scheme”) under sections 230 to 232 and other applicable provisions of the
Act.Pursuant to the orders of the NCLT, GPL merged with the Company w.e.f. the appointed
date 1 i.e. 1st April, 2021 and subsequently, Divestment Business Undertaking
(as defined in the Composite Scheme) of the Company was transferred to the AGPL as a going
concern on slump sale basis w.e.f. appointed date 2 i.e. 2nd April, 2021.
Pursuant to the Composite Scheme, your Company has allotted 4,77,65,715 Equity Shares
of the face value of RS. each fully paid up, to the shareholders of GPL.
Changes in Share Capital
Pursuant to approval of the Composite Scheme, the authorized share capital of your
Company has been increased from RS.,100 crore to RS.,100 crore.
Further, the equity paid up share capital of your Company stands increased from
211,23,73,230 Equity Shares of RS. each to 216,01,38,945 Equity Shares of
RS. each.
Strategic Acquisitions/ Divestment
A. Acquisition of stake in Indianoil Adani Ventures Limited (formerly, Indian Oil
Tanking Limited) and IOT Utkal Energy Services Limited
During the year under review, your Company entered into definitive agreement with
Oiltanking India GmbH to acquire its 49.38% equity stake in Indianoil Adani Ventures
Limited [formerly, Indian Oil Tanking Limited ("IOTL')] and 10% equity stake in IOT
Utkal Energy Services Limited, subsidiary of IOTL.
IOTL and its subsidiaries have a network of terminals with a total capacity of 2.1 Mn
KL for tank storage and handling of crude and petroleum products. IOTL's business is
located in Navghar, Paradip, Raipur, Goa, IOCLs JNPT & Dumad terminals. IOTL also has
a biogas plant of 15 TPD capacity in Namakkal, Tamil Nadu.
The said transaction was completed on 1st February, 2023. The consideration
for Oiltanking India GmbH's 49.38% stake in IOTL along with Oiltanking GmbH's 10% stake in
IOT Utkal Energy
Services Limited was RS.,050 crore.
B. Acquisition of Karaikal Port Private Limited
During the year under review, Hon'ble National Company Law Tribunal, Chennai Bench vide
its order dated 31st March, 2023 ("NCLT Order”) approved the
Resolution Plan for Karaikal Port Private Limited ("KPPL”) submitted under the
Insolvency and Bankruptcy Code, 2016 by your Company. Pursuant to the said NCLT Order, the
existing equity share capital of KPPL stands cancelled and KPPL allotted fresh 10,00,000
equity shares of RS.0 each to the Company on 31st March, 2023. Accordingly,
KPPL became wholly owned subsidiary of the Company.
Karaikal Port is an all-weather deep-water port in
Puducherry with 5 operational berths, 3 railway sidings, total land area of over 600
hectares and a built-in cargo handling capacity of 21.5 MMT. The port is in proximity to
the containerized
cargo originating industrial centres of Tamil Nadu and the upcoming 9 MMTPA CPCL
refinery. Your
Company acquired KPPL at a total consideration of RS.,485 crore.
C. Acquisition of Inland Container Depot cum Private freight terminal situated at Tumb
Adani Forwarding Agent Private Limited, a step-down subsidiary of your Company,
acquired ownership and operation rights of Inland Container Depot cum Private freight
terminal situated at Tumb village from Navkar Corporation Limited for a consideration of
H835 crore on 16th August, 2022.
D. Acquisition of Haifa Port Company Limited
Your Company incorporated a Joint Venture with Gadot Chemical Terminals (1985) Limited
at Israel namely Mediterranean International Ports A.D.G.D Limited on 13th
November, 2022. Your Company holds 70% stake in Mediterranean International Ports A.D.G.D
Limited ("MIPAL'). MIPAL acquired Haifa Port Company Limited, Israel on 10th January,
2023, from Government of Israel.
E. Divestment of Coastal International Terminals Pte Limited
Your Company had entered into Share Purchase Agreement for sale of its investment in
Coastal International Terminals Pte Limited, Singapore in May, 2022 subject to certain
conditionsprecedents and approvals.
In view of continuous delay in the approval process and challenges in meeting certain
conditions precedents, your Company has obtained an independent valuation on "as is
where is' basis. Thereby the buyer and seller have renegotiated the sale consideration to
USD 30 million. On receipt of the total transaction value, your Company shall transfer the
equity to the buyer and its exit will stand concluded.
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 FY23 or the previous financial years. Your
Company did not accept any deposit during the year under review.
Non-Convertible Debentures
Your Company has outstanding Listed, Secured Redeemable Non-Convertible Debentures
("NCDs") of face value of RS.0 lakh each aggregating to H8,352 crore. These NCDs
are listed on the Wholesale Debt Market Segment of BSE Limited.
Further, on 2nd March, 2023, your Company redeemed 4,940 NCDs, of face value
of RS.0 lakh each which were issued on 2nd March, 2013, on private placement
basis.
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 your Company, as your 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
A list of bodies corporate which are subsidiaries/ associates/joint ventures of your
Company is provided as part of the notes to consolidated financial statements.
During the year under review, following subsidiaries/ associates/joint ventures have
been formed:
? Tajpur Sagar Port Limited
? Adani Aviation Fuels Limited
? Adani Agri Logistics (Sandila) Limited
? Adani Agri Logistics (Gonda) Limited
? Adani Agri Logistics (Chandari) Limited
? Adani Agri Logistics Katihar Two Limited
? PU Agri Logistics Limited
? HM Agri Logistics Limited
? BU Agri Logistics Limited
? Mediterranean International Ports A.D.G.D Limited, Israel
? The Adani Harbour International DMCC, Dubai
? Port Harbour Services International Pte. Limited, Singapore
Pursuant to the provisions of Section 129, 134 and 136 of the Act read with rules made
thereunder and Regulation 33 of the SEBI Listing Regulations, your Company has prepared
consolidated financialstatements of the Company 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 Integrated 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
shareholders during working hours at your 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 your Company and audited accounts of each of its subsidiaries, are
available on website of your Company (www.adaniports.com).
Your Company has formulated a policy for determining Material Subsidiaries. The policy
is available on your Company's website and link for the same is given in Annexure-A of
this report.
Pursuant to Section 134 of the Act read with rules made thereunder, the details of
developments of subsidiaries and joint ventures of your Company are covered in the
Management Discussion and Analysis Report, which forms part of this Integrated Annual
Report.
Management Discussion and Analysis
The Management Discussion and Analysis Report for the year under review, as stipulated
under the SEBI Listing Regulations, is presented in a section forming part of this
Integrated Annual Report.
Directors and Key Managerial Personnels
As of 31st March, 2023, your Company's Board has ten members comprising of
two Executive Directors, three Non-Executive and Non-Independent Directors and five
Independent Directors including one Woman Director. 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 Integrated Annual Report.
• Changes in Directors
Mrs. Avantika Singh Aulakh, IAS (DIN: 07549438), representing Gujarat Maritime Board,
resigned as Director of your Company w.e.f. 21st September,
2022. The Board places on record the deep appreciation for valuable services and
guidance provided by her during the tenure of her Directorship.
Mr. Ranjitsinh B. Barad, IAS (DIN:07559958), Vice Chairman & CEO, Gujarat Maritime
Board was appointed an Additional Director of your Company w.e.f. 21st
December, 2022. His appointment was approved by the shareholders by passing a resolution
through Postal Ballot on 28th January,2023.
• Re-appointment of Director
In accordance with the provisions of Section 152 of the Act, read with rules made
thereunder and Articles of Association of your Company, Dr. Malay Mahadevia (DIN:
00064110) is liable to retire by rotation at the ensuing Annual General Meeting (AGM) and
being eligible, offers himself for re-appointment.
The Board recommends the re-appointment of
Dr. Malay Mahadevia (DIN: 00064110) as Director for your approval. Brief details as
required under Secretarial Standard-2 and Regulation 36 of SEBI Listing Regulations, are
provided in the Notice of AGM.
• Declaration from Independent Directors Your Company has received declarations
from all the Independent Directors of your Company confirming that they meet with the
criteria of independence as prescribed both under sub-section (6) of Section 149 of the
Act and Regulation 16(1)(b) of the SEBI Listing Regulations and there has been no change
in the circumstances which may affect their status as an Independent Director.
• Change in Key Managerial Personnel
During the year under review, Mr. D. Muthukumaran was appointed as Chief Financial
Officer and Key Managerial Personnel of your Company w.e.f. 25th July, 2022.
Pursuant to provision of Section 203 of the Act,
Mr. Gautam S. Adani, Chairman & Managing Director, Mr. Karan Adani, CEO &
Whole-Time Director, Mr. D. Muthukumaran, Chief Financial
Officer and Mr. Kamlesh Bhagia, Company Secretary are Key Managerial Personnel of your
Company as on 31st March, 2023.
Committees of Board
Details of various committees constituted by the Board, including the committees
mandated pursuant to the applicable provisions of the Act and SEBI Listing Regulations,
are given in the Corporate Governance Report, which forms part of this Integrated Annual
Report.
Number of meetings of the Board
The Board 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 Integrated Annual Report.
Independent Directors' Meeting
The Independent Directors met on 22nd 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 your Company, taking into account the
views of Executive Directors and Non-Executive Directors and assessed the qu ality, qu
antity 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 and familiarization programme
The Nomination and Remuneration Committee engaged Talentonic HR Solutions Private
Limited, an external advisory company, to facilitate the evaluation and effectiveness
process of the Board, its Committees and Individual Directors for the FY23.
A detailed Board effectiveness assessment questionnaire was developed by advisory
company based on the criteria and framework adopted by the Board. Virtual meetings were
organized with the Directors and discussions were held on three key themes i.e. strategic
direction, fit-for-use and focus on Environment, Social and Governance.
The results of evaluation showed high level of commitment and engagement of Board, its
various committees and senior leadership. The recommendations arising from the evaluation
process were discussed at the Independent Directors' meeting held on 22nd
March, 2023 and also at the Nomination and Remuneration Committee meeting and Board
meeting held on 29th May, 2023 and 30th May, 2023, respectively. The
same was considered by the Board to optimize the effectiveness and functioning of Board
and its Committees.
During the year under review, the Company has also conducted various
programmes/meetings for familiarization of Directors on different aspects.
Policy on Directors' appointment and remuneration
Your Company's policy on Directors' appointment and remuneration and other matters
("Remuneration Policy”) pursuant to Section 178(3) of the Act is available on
the website of your Company at https:// www.adaniports.com/-/media/Project/Ports/Investor/
corporate-governance/Policies/Remuneration-Policy. pdf.
The Remuneration Policy for selection of Directors and determining Directors'
independence sets
out the guiding principles for the Nomination and Remuneration Committee for
identifying the persons who are qualified to become the Directors. Your Company's
Remuneration Policy is directed towards rewarding performance based on review of
achievements. The Remuneration Policy is in consonance with existing industry practice.
We affirm that the remuneration paid to the Directors is as per the terms laid out in
the Remuneration Policy.
Directors' Responsibility Statement
Pursuant to Section 134(5) of the Act, the Board, to the best of their knowledge and
based on the information and explanations received from yourCompany, confirm that:
a. in the preparation of the Annual Financial Statements, the applicable accounting
standards have been followed and there are no material departures;
b. they have selected such accounting policies and applied them consistently and
judgements and estimates that are reasonable and prudent so as to give a true and fair
view of the state of affairs of the Company at the end of the financial year and of the
loss of the Company for that period;
c. they have taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the Act for safeguarding the
assets of the Company and for preventing and detecting fraud and other irregularities;
d. they have prepared the Annual Financial Statements on a going concern basis;
e. they have laid down internal financial controls to be followed by the Company and
such internal financial control are adequate and operating effectively;
f. they have devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems are adequate and operating effectively.
Internal Financial control system and their adequacy
The details in respect of internal financial control and their adequacy are included in
Management Discussion and Analysis Report, which forms part of this Integrated Annual
Report.
Risk Management
The Company has a structured Risk Management Framework, designed to identify, assess
and mitigate risks appropriately. 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 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 on the Risk
Management activities, including the implementation of risk management policy, key risks
identified and their mitigations are covered in Management Discussion and Analysis
section, which forms part of this Integrated Annual Report.
Board policies
The details of various 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)
The brief details of the CSR Committee are provided in the Corporate Governance Report,
which forms part of this Integrated Annual Report. The CSR policy is available on the
website of your Company at https://www.adaniports.com/Investors/Corporate- Governance. The
Annual Report on CSR activities is annexed and forms part of this Integrated Annual
report.
Further, the Chief Financial Officer of your Company has certified that CSR spends of
your Company for FY23 have been utilized for the purpose and in the manner approved by the
Board of Directors of the Company.
Corporate Governance Report
Your Company is committed to maintain highest standards of corporate governance
practices. The Corporate Governance Report, as stipulated by SEBI Listing Regulations,
forms part of this Integrated Annual Report along with the required certificate from a
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 Conduct for all Board
members and seniormanagement personnel of your Company ("Code of Conduct”), who
have affirmed the compliance thereto. The Code of Conduct is available on the website of
your Company at https://www.adaniports. com/Investors/Corporate-Governance
Business Responsibility & Sustainability Report
In accordance with the SEBI Listing Regulations, the Business Responsibility &
Sustainability Report, describing the initiatives taken by your Company from an
environment, social and governance perspective for FY23. Business Responsibility &
Sustainability Report for FY23 forms part of this Integrated Annual Report.
Annual Return
Pursuant to Section 134(3)(a) of the Act, the draft
annual return as on 31st March, 2023 prepared in accordance with Section
92(3) of the Act is made
available on the website of your Company and can be accessed using the
https://www.adaniports.com/-/ media/Project/Ports/Investor/Investor-Downloads/
Annual-Return/Annual-Return-2023.pdf
Transactions with Related Parties
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 transactions with related parties entered intoduring the financial year were at
arm's length basis and in the ordinary course of business and in accordance with the
provisions of the Act and the rules made thereunder, the SEBI Listing Regulations and
yourCompany's Policy on Related Party Transactions.
The Directors/ Members of the Audit Committee abstained from discussing and voting in
thetransaction(s) in which they were interested.
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.
Your Company did not enter into any related party transactions during the year which
could be prejudicial to the interest of minority shareholders.
The Policy on Related Party Transactions is available on your Company's website and can
be accessed using the link https://www.adaniports.com/Investors/ Corporate-Governance.
Insurance
Your Company has taken appropriate insurance for all assets against foreseeable perils.
Statutory Auditors & Auditors' Report
Pursuant to Section 139 of the Act read with rules made thereunder, as amended, M/s.
Deloitte Haskins & Sells LLP, Chartered Accountants (Firm Registration No
117366W/W-100018) were re-appointed as the Statutory Auditors of your Company for the
second term of five years till the conclusion of 28th Annual General Meeting
(AGM) of your Company to be heldin the year 2027.
The Statutory Auditors have confirmed that they are not disqualified to continue as
Statutory Auditors and are eligible to hold office as Statutory Auditorsof your Company.
Representative of the Statutory Auditors of your Company attended the previous AGM of
your Company held on 26th July, 2022.
The Notes to the financial statements referred in the Auditors' Report are
self-explanatory.
Secretarial Audit Report
Pursuant to the provisions of Section 204 of the Act, read with the rules made
thereunder, the Board reappointed Mr. Ashwin Shah, Practicing Company Secretary, to
undertake the Secretarial Audit of your Company for FY23. The Secretarial Audit Report for
the year under review is provided as Annexure-B of this report.
Explanation to Statutory and Secretarial Auditors' Modified Opinion
The Statutory and Secretarial Auditors' modified opinion has been appropriately dealt
with in Note No. 47 and 48 of the Standalone Financial Statements and Note No. 40(ii) and
58 of the Consolidated Financial Statements.
Secretarial Audit of Material Unlisted Indian Subsidiary
As on 31st March, 2023 your Company had 5 material subsidiaries.
As per the requirements of SEBI Listing Regulations, the Practicing Company Secretaries
re-appointed by respective material subsidiaries of the Company undertook secretarial
audit of these subsidiaries for FY23. Each secretarial audit report confirms that the
relevant material subsidiary has complied with the provisions of the Act, rules,
regulations and guidelines and that there were no deviations or noncompliances. The
secretarial audit reports of each material subsidiary forms part of this Integrated Annual
Report.
Secretarial Standards
During the year under review, your Company has complied with all the applicable
provisions of Secretarial Standard-1 and Secretarial Standard-2 issued by the Institute of
Company Secretaries of India.
Investor Education and Protection Fund (IEPF)
During the year, your Company transferred the unclaimed and un-encashed dividends for
the year 2014-15 (final) and 2015-16 (interim) to IEPF. Further, corresponding shares, on
which dividends were unclaimed for seven consecutive years, were transferred to IEPF as
per the requirements of the IEPF Rules.
Reporting of frauds by auditors
During the year under review, the statutory auditors and secretarial auditor of your
Company have not reported any instances of fraud committed in your Company by its officers
or employees, to the Audit Committee under section 143(12) of the Act.
Particulars of Employees
Your Company had 3,052 (consolidated basis) employees as of 31st March,
2023.
The percentage increase in remuneration, ratio of remuneration of each Director and Key
Managerial Personnel (KMP) 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 in 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 Integrated Annual Report is being sent to the
shareholders and others entitled thereto, excluding the said annexure, which is available
for inspection by the shareholders at the Registered Office of your Company during
business hours on working days of your Company. If any shareholder is interested in
obtaining a copy thereof, such shareholder 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 (ICs), at all relevant locations across India to consider and
resolve the complaints related to sexual harassment. The ICs includes external members
with relevant experience. The ICs, presided by senior women, conduct the investigations
and make decisions at the respective locations. The ICs also work extensively on creating
awareness on relevance of sexual harassment issues, including while working remotely.
During the year under review, your Company has not received any complaint pertaining to
sexual harassment.
All new employees go through a detailed personal orientation on anti-sexual harassment
policy adopted by your Company.
Vigil Mechanism
Your Company has adopted a whistle blower policy and has established the necessary
vigil mechanism for directors and employees in confirmation with Section 177 of the Act
and Regulation 22 of SEBI Listing Regulations, to facilitate reporting of the genuine
concerns about unethical or improper activity, without fear of retaliation.
The vigil mechanism of your Company provides for adequate safeguards against
victimization of directors and employees who avail of the mechanism and also provides for
direct access to the Chairman of the Audit Committee in exceptional cases.
No person has been denied access to the Chairman of the Audit Committee. The said
policy is uploaded on the website of your Company at https://www.
adaniports.com/-/media/Project/Ports/Investor/corporate-governance/Policies/Whistle-Blower-Policy.pdf
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.
General Disclosures
Neither the Executive Chairman nor the CEO of your Company received any remuneration or
commissionfrom any of the subsidiary of your Company.
Your Directors state that no disclosure or reporting is required in respect of the
following items, as there were no transactions/events of these nature duringthe year under
review:
1. Issue of equity shares with differential rights as todividend, voting or otherwise.
2. Issue of Shares (Including Sweat Equity Shares)to employees of your Company under
any scheme.
3. Significant or material orders passed by the Regulators or Courts or Tribunals which
impactthe going concern status and your 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 your 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. Application made or any proceeding pending under the Insolvency and Bankruptcy Code,
2016.
6. One time settlement of loan obtained from the Banks or Financial Institutions.
7. Revision of financial statements and Directors'Report of your Company.
Acknowledgement
Your Directors are highly grateful for all the guidance, support and assistance
received from the Government of India, Governments of various states in India, Maritime
Boards, concerned Government Departments, Financial Institutions and Banks. Your Directors
thank all the esteemed shareholders, customers, suppliers and business associates for
their faith, trust and confidence reposed in your Company.
Your Directors 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
your Company continues to grow andexcel.
For and on behalf of the Board of Directors
|
Gautam S. Adani |
|
Chairman and Managing Director |
Date: 30th May, 2023 |
5 (DIN: 00006273) |
Place: Ahmedabad |
|
Annexure- A to the Directors' Report
Sr. No. Policy Name |
Web-link |
1 Vigil Mechanism / Whistle Blower Policy [Regulation 22 of SEBI
Listing Regulations and as defined under Section 177 of the Act] |
Click here for Policy |
2 Policy for procedure of inquiry in case of leak or suspected leak of
unpublished price sensitive information [Regulation 9A of SEBI (Prohibition of Insider
Trading) Regulations] |
Click here for Policy |
3 Code of Practices and Procedures for Fair disclosure of unpublished
price sensitive information [Regulation 8 of SEBI (Prohibition of Insider Trading)
Regulations] |
Click here for Policy |
4 Terms of Appointment of Independent Directors [Regulation 46 of SEBI
Listing Regulations and Section 149 read with Schedule IV to the Act] |
Click here for Policy |
5 Familiarization Program [Regulations 25(7) and 46 of SEBI Listing
Regulations] |
Click here for Policy |
6 Related party transactions [Regulation 23 of SEBI Listing
Regulations and as defined under the Act] |
Click here for Policy |
7 Policy on Material Subsidiary [Regulation 24 of the SEBI Listing
Regulations] |
Click here for Policy |
8 Material Events Policy [Regulation 30 of SEBI Listing Regulations] |
Click here for Policy |
9 Website content Archival Policy [SEBI Listing Regulations] |
Click here for Policy |
10 Policy on Preservation of Documents [Regulation 9 of SEBI Listing
Regulations] |
Click here for Policy |
11 Nomination and Remuneration Policy of Directors, KMP and other
Employees [Regulation 19 of the SEBI Listing Regulations and as defined under Section 178
of the Act] |
Click here for Policy |
12 CSR Policy [Section 135 of the Act] |
Click here for Policy |
13 Dividend Distribution and Shareholder Return Policy [Regulation 43A
of the SEBI Listing Regulations] |
Click here for Policy |
14 Code of Conduct [Regulation 17 of the SEBI Listing Regulations] |
Click here for Policy |
15 Policy on Board Diversity [Regulation 19 of the SEBI Listing
Regulations] |
Click here for Policy |
16 Code of Internal Procedures and Conduct for Regulating, Monitoring
and Reporting of Trading by Insiders [Regulation 8 of the SEBI (Prohibition of Insider
Trading) Regulations] |
Click here for Policy |
|