Adani Enter AR 2019
Adani Enter AR 2019
Adani Enter AR 2019
2019
Dear Sir.
Sub: Notice of the 27th Annual General Meeting alongwith Annual Report of
the Company for the financial year 2018-19
Thanking you,
r:::r f('
Jatin Jalundhwala
Company Secretary 8-
Joint President (Legal)
~
Registered Office: Adani House, Nr. Mithakhali Circle, Navrangpura, Ahmedabad 380 009, Gujarat, India
Adani Enterprises Limited
Annual Report 2018-19
Enhancing Value.
Building India.
Inside the Report
Corporate Overview Financial Statements
002 About Adani Group 104 Independent Auditors Report
004 About Adani Enterprises Limited 114 Balance Sheet
006 Our Businesses 115 Statement of Profit and Loss
“Our nation is expected to see 008 Chairman’s Message 117 Statement of Cash Flow
an investment of a trillion dollars 010 Managing Director’s Message 119 Notes to Financial Statements
in infrastructure, split evenly
012 Review by Chief Financial 186 Independent Auditor’s
between public and private sector
Officer Report on Consolidated
resources and is on its way to
Financial Statements
becoming a five trillion dollar 013 Shaping a stronger AEL
economy over the next five years.’’ 194 Consolidated Balance Sheet
014 Our Value Creation Story
Gautam S Adani 195 Consolidated Statement of
016 Performance Highlights
Chairman Profit and Loss
017 Our Core Competitiveness
199 Consolidated Statement
018 Profile of Board of Directors of Cash Flow
020 Adapting an Integrated 201 Notes to Consolidated
Approach Financial Statements
025 Awards & Recognition 288 Salient Features of the
Financial Statements of
Subsidiaries / Associate /
“The economy witnessed a growth Statutory Reports Joint Ventures
of 6.8% during FY19 on the back
of firm industrial development, 026 Corporate Information
improvement in monetary and 027 Directors’ Report
Notice
fiscal policies, growth in private
059 Management Discussion and
investments and stabilization in 298 Notice of the
Analysis Report
GST implementation.’’ 27th Annual General Meeting
072 Corporate Governance Report
Rajesh S Adani
Managing director 096 Business Responsibility Report
www.adanienterprises.com
An august infrastructural Incubating Business
Highlights
or industrial development 6
does contribute to the Airport Bids won which will serve
35 million passengers in India
About
Adani Group
Adani Group is one of the leading business conglomerates and
the largest integrated player in infrastructure and energy space in
India. Over three decades, the group has emerged as a global player
with business operations spread across key sectors like energy,
resources, logistics, and agro, amongst others. Since inception, the
group has focused on serving the diverse needs of people, deliver
strong value propositions and contribute to nation building.
Vision Values
Culture
Results Entrepreneurship
Adani Group
Other Business
New Businesses
Healthcare Foundation Data Center | Aviation | Road, Metro & Rail | Water | Cement
Proven Execution Capabilities Successful Track Record Strong and consistent Financial
and track record (Delivered India’s of integrating acquisitions Performance (2 Investment Grade
largest single location port, (Acquired, turned around and Rated Companies)
thermal & solar manufacturing integrated $2.5b+ assets)
plant)
03
Adani Enterprises Limited
About
Adani Enterprises Limited
Adani Enterprises is an incubator focusing on establishing new businesses
in infrastructure and energy sector. It has done this consistently since
1994, when it was first established and listed.
In over 29 years of existence, AEL has positioned itself to nurture businesses that address national importance and
creates value for stakeholders. It has diversified business interests across key industries, emerging as a market leader
and participating actively in nation building. Businesses like APSEZ, Adani Power, Adani Transmissions and other
businesses were demerged from Adani Enterprises and/or independently listed on the stock exchanges. In the last two
years, consistent with the same model we have demerged Adani Green Energy Limited and Adani Gas Limited from Adani
Enterprises which were respectively listed in June 2018 and November 2018.
At AEL, we believe we are in the business of creating value. Our shareholder value enhancement is possibly one of the
largest on the Indian stock exchanges. Our focused value-creation philosophy and implementation of sound business
strategies centered on nation building are result of this outperformance. Consider this, an investor who bought shares of
AEL on listing in 1994 at H 150 stands at an appreciation of ~599% to H 90,000 per share as on May 2019.
J 90,000
(May 2019)
30% CAGR
K 150
(Nov 1994)
Core business
Specialty business
Incubating business
Airports
Adani will be involved in designing,
engineering, financing, construction
and development of essential
infrastructure to facilitate the needs
of the flyers
Water
The company would undertake
development and rehabilitation of
sewage treatment plants and its
associated infrastructure on HAM
mode basis at Prayagraj (Allahabad)
Data Centre
World’s first 100% renewable powered
data center parks to be created in
Visakhapatnam making India a data
hub of the region
05
Adani Enterprises Limited
Our Businesses
67 MMT
Coal managed
Integrated Coal Management (ICM)
Mining
15 MMT
Coal produced
3
Systems of Israel in December 2018. It is the first facility to manufacture the
Hermes 900 Medium Altitude Long Endurance UAV outside Israel.
MSMEs investment for
development of Critical
1.2
Capabilities
Manufacturing capacity of
Solar PV (in GW)
Solar Manufacturing
Committed to playing a pivotal role in making solar energy
affordable and accessible
Awarded most reliable PV module manufacturer
Only Indian manufacturer to be awarded Top Performer by DNV-GL PVEL
Global reliability testing for two consecutive years (2018 & 2019)
Market leader with world’s largest single manufacturing plant and in-house
technologies
Partnering with leading players to enter into retail distribution
23,000
Storage capacity across 3
locations in India (in tons)
Agri
13,800
Refining capacity
(in throughput per day)
Adani Wilmar Limited
India’s leading consumer edible oil and fast growing food entity
Largest market leader in edible oil sector in India with ‘Fortune’ brand
Expanding into Food business with a diverse product portfolio of Rice,
Soya, Pulses, Besan and more
Pan India network of manufacturing, marketing, sales and distribution
Incubating business
3
No. of projects in hand as on
31st March, 2019
Roads, Metro & Rail
Airports
6*
Bids won for Airports
*3 projects are awarded and 3 projects are in final evaluation stage for being awarded
07
Adani Enterprises Limited
Chairman’s
Message
Dear Shareholders,
Greetings! We live in interesting in a fashion and scale that will The Transformation of the
times. India continues to be the radically change India’s development Adani Group
world’s fastest growing economy. We trajectory. In an analysis published
are expected to become the world’s earlier this year, the World Economic For the Adani Group FY18-19 has
fifth largest nation by the end of this Forum predicted that India would also been a year of inflexion. Each
year. Our nation is expected to see have lifted 2.5 crore more households one of our six publicly traded Group
an investment of a trillion dollars in out of poverty over the next decade companies delivered record financial
infrastructure, split evenly between thereby reducing the share to performance and made tangible
public and private sector resources households below the poverty line to progress in further consolidating
and is on its way to becoming a five 5%. For a size of our nation, these are their positions as industry leaders
trillion dollar economy over the next staggering statistics and a harbinger in every segment we operate in.
five years. of hope and optimism for the entire Each of the Group companies are
nation. Undoubtedly, there will be now growth platforms that, while
challenges and not all programs mutually independent, draw upon
India at an Inflection Point the management and leadership
may get executed to perfection but
In the recent elections, the mandate there cannot be any denying the synergies that exist in the Group.
received by the Government is an fact that the ambitions of our nation
indication that the citizens of our are taking shape in a fashion that is
country have voted for stability in transformative and exciting and India
support of a vision that addresses is at an inflexion point.
large segments of the society
09
Adani Enterprises Limited
Managing Director’s
Message
Dear Shareholders,
A number of initiatives taken by the For PEKB coal block, our customer is earmarked. Besides focusing on
government to improve business received permission of EC and FC for the growth of our business, we are
environment and attract more increasing the capacity to 15 million also committed to extend our social
Foreign Direct Investments (FDI) tons as a result of which, our coal responsibility and contribute to a
further contributed to the growth. mining volume of ROM Coal increased better tomorrow.
Amidst such scenarios, AEL delivered by 80% at 15 MMT in FY19 against
remarkable results once again, 8.33 mmt in FY18. Further, during During the year, we undertook
delivering higher profits with growing the current year, we have signed two several initiatives towards improving
margins. MDO contracts viz. Bailadila Iron ore the quality of life of the people
mine (10 MMT) and Suliyari coal block around us. This was achieved with
During the year, the consolidated (5 MMT) taking our total production our investment of H 6 Crores made
income from operations grew by capacity to 67 MMT. Moving ahead, towards a number of CSR projects
12% from H 35,924 Crores in FY18 owing to challenges in rail transport, carried out in alignment with UN
to a robust H 40,379 Crores in we expect a reasonable rise in import, Sustainable Development Goals.
FY19. Despite volatility in forex coal handling volume and coal mining
and business scenario, we have In a constantly changing business
volume.
been resilient and clocked EBITDA environment, our business
of H 2,541 Crores and PAT of H 506 The year also marked production of verticals remain a driving force for
Crores. Our robust performance is a 637 MW volume of solar panels with contributing to nation building and
result of significant growth in all our an order book of over 900 MW as creating value for stakeholders.
business segments, which performed on 31st March, 2019. In addition, we Supported by a robust financial
exceedingly well during the year. continued to hold leadership position model, we will continue to assess
with our Fortune brand, thereby quality growth opportunities backed
While we continued to remain the leading in the refined edible oil by the commitment of our team. I
largest integrated coal management market. Further, the brand continued extend heartfelt gratitude to all our
company in India, we also emerged to dominate the domestic retail shareholders, customers, partners
as world’s leading coal trader for consumer pack market with a market and other stakeholders for their
non-coking coal, catering to the share of 20%. continued loyalty and support.
requirement of both private and PSU
clients. Our ICM business handled I believe the implementation of Regards,
67.5 MMT of coal volume during the our strategies has facilitated the
year. improvements we experienced
during the year under review. I am Rajesh S Adani
We delivered robust performance also confident that the initiatives Managing Director
working on our six coal blocks underway or those already taken
namely, Parsa East & Kanta Basan under various business segments will
(PEKB), Parsa, Kente Extn, Gare further solidify the foundation as we
Palma 3 (GP3), Talabira 2 & 3 and gear up for the ambitious growth that
one captive block of Adani Power.
11
Adani Enterprises Limited
Review by
Chief Financial Officer
due to repayment of short-term
borrowings like buyers credit facilities
and commercial paper during the year.
Shaping a
stronger AEL
1988 1994 1995 1996 1999
13
Adani Enterprises Limited
Our Value
Creation Story
As a leader in diverse business segments, we combine our passion
for delivering value with highest standards of integrity and
commitment to partner in the country’s growth.
At AEL, we have always forayed created unique positioning in their some of India’s profound challenges
into new business segments with a respective sectors. and needs. As the country progresses
strategy to create a positive impact at a rapid pace, at AEL we have
and create unmatched value. Each This incubating ideology is built on a positioned ourselves to emerge as
of the businesses have not only strong foundation of Adani Group’s the largest private player in nation
registered profitable growth, but also vision to respond strategically to building efforts.
Capacity
Installed capacity of 10,440 MW
Proposed capacity of 1600 MW
K 23,910 Crores
16,140
Market Capitalisation as
Shareholding
Market capitalization as on on 31st March, 2019
75% 31st March, 2019 (H in Crores)
Capacity Investment Grade
11,348 ckt km Rated by Moody’s S&P and Fitch
30%
Operational transmission
lines
2,214 ckt km CAGR in share price since
Length of transmission listing in 1994
lines under construction
6
De-merger of Renewable
Inception Listed on
Power business of AEL into
Started the business in 2012 Indian stock
AGEL
exchange Contribution to Social and
Business
K 5,795 Crores environment activities in
Renewable energy last three years
Market capitalization as on
Shareholding (H in Crores)
31st March, 2019
75%
656
Capacity
Installed capacity of
2020 MW
Employee benefit expenses
Under construction of
in FY 2019 (H in Crores)
2540 MW
20+
De-merger of Gas Sourcing
Inception Listed on
and Distribution business
Started the business in 2000 Indian stock
of AEL into AGL
exchange
Business of continuous dividend
3.8 lacs payment (in Years)
City Gas marketing and
Consumers served
distribution
15
Adani Enterprises Limited
Performance
Highlights
678
1,868
81
744
108
182
91
40,379
35,924
35,446
906
2,626
2,541
2,346
649
626
2016-17
2017-18
2018-19
2016-17
2017-18
2018-19
2016-17
2017-18
2018-19
Continuing
Demerged
14,756 0.74
Net Worth as on Debt-equity ratio
31st March, 2019 (H in Crores)
5 5% 29 years
Businesses demerged and CAGR in revenues of core Of sustained value creation
listed till 31st March, 2019 business in last five years
877 74.9%
Number of employees as on Promoter group holding as
31st March, 2019 on 31st March, 2019
Our Core
Competitiveness
5 877 6
Contributed towards social and
Businesses demerged in last Number of employees as on development activities in FY2018-19
5 years 31st March, 2019 (H in Crores)
40%
Consistent dividend paid in last
three years
Robust financials
Experienced Management
We constantly focus on delivering
value across our multiple business Our top management comprises of
segments that is reflected in our personnel with years of experience
robust financials. Creating new ensuring the Company stays ahead
of the sectoral curve. Their expertise
Governance business verticals that align to the
group’s vision of ‘nation building’, and knowledge have helped drive
At AEL, we believe we are engaged we have invested in each of our the company ahead with acumen
in a business where trust and businesses to deliver profitability and and foresight to diversify into newer
confidence of stakeholders is margins consistently over decades. business segments over the years and
critical. We define governance in create market leadership.
6%
terms of timely and transparent
communication with respective
stakeholders with integrity.
EBIDTA Margin for FY2018-19
20+
50%
Average experience of top
5%
management (in years)
Representation of independent
director at Board Return on Net worth for FY2018-19
17
Adani Enterprises Limited
Profile of Board
of Directors
1 2 3
4 5 6
7 8
1. Mr Gautam S Adani its inception. He is in charge of the Mr Pranav Adani is a Bachelor of
Chairman operations of the Group and has Science in Business Administration
been responsible for developing its from the Boston University, USA. He
Mr Gautam Adani, the Chairman and business relationships. His proactive, is also an alumnus of the Owners/
Founder of the Adani Group, has more personalized approach to the President Management Program of
than 33 years of business experience. business and competitive spirit has the Harvard Business School, USA.
Under his leadership, Adani Group helped towards the growth of the
has emerged as a global integrated Group and its various businesses. Mr Pranav Adani has been conferred
infrastructure player with interest with several awards, Globoil Man of the
across Resources, Logistics and 3. Mr Pranav Adani Year Award 2009 being one of them.
Energy verticals. Director
4. Mr Vinay Prakash
Mr Adani’s success story is Mr Pranav Adani has been active in Director
extraordinary in many ways. His the group since 1999. He has been
journey has been marked by his instrumental in initiating & building A mechanical engineer with MBA
ambitious and entrepreneurial vision, numerous new business opportunities (finance), Mr Vinay Prakash has rich
coupled with great vigour and hard across multiple sectors. He has and diversified experience of over 25
work. This has not only enabled spearheaded the Joint Venture with years, spanning across the integrated
the Group to achieve numerous the Wilmar Group of Singapore and coal management, Mining, Shipping &
milestones but also resulted in transformed it from a single refinery Logistics, Port & Power. He has been
creation of a robust business model edible oil business into a pan India instrumental in nurturing our Integrated
which is contributing towards Food Company. He also leads the Coal Management & Mining business
building sound infrastructure in India. Oil & Gas, City Gas Distribution & since their inception and achieving
Agri Infrastructure businesses of multifold growth subsequently.
2.Mr Rajesh S Adani the Group. His astute understanding
Managing Director Due to his focus and zeal of
of the economic environment has
organizational building, the India
helped the group in scaling up the
Mr Rajesh Adani has been mining business has been rated
businesses multi fold.
associated with Adani Group since
under the top 10 “Great Places Execution, Manufacturing, Quality been Joint and Additional secretary in
to Work in India” last year and Control, Supply Chain and Marketing. the Commerce Ministry between 2011
has also won several awards at He became the Vice President (Flat to 2014. Thereafter, she took over as
various forums for its commitment Products) in November 2002 and Secretary, Ministry of Panchayati Raj
towards Environment, Community in September 2007 was appointed on May 1, 2014. She had also been
Engagement, Sustainability, Safety Chief Operating Officer. During appointed as Officer on Special Duty
and CSR. his illustrious career, Mr Nerurkar in the Ministry of Drinking Water
has been conferred with several and Sanitation. Lastly, she was head
That apart, Mr Prakash also holds prestigious awards such as the ‘Tata of the Swachh Bharat Abhiyan, the
key positions in various professional Gold Medal 2004’, ‘SMS Demag Clean India programme.
bodies such as Chairman of Excellence Award 2002’, ‘Steel 80’s
ASSOCHAM’s National Council on Award - 1990’, ‘SAIL Gold Medal - Under State level, she has also
coal, Member of India - Indonesia 1989’, ‘Visveswaraya Award - 1988’ been deputed as Managing Director
CEOs Forum, Chairman of the and ‘NMD Award 1987’. of Government Companies such
Standing Committee on Coal & as Gujarat Mineral Development
Industry in FIMI. Further, he has 6. Mr V. Subramanian Corporation Ltd.
been conferred with many awards Independent and Non-Executive
and accolades at different global Director 8. Mr Narendra Mairpady
platforms including the Global Independent and Non-Executive
Business Excellence Award in coal V. Subramanian joined the Indian Director
sector at World Petrocoal Congress Administrative Service in 1971 (West
Bengal Cadre). He occupied many Mr Narendra Mairpady is an eminent
2017.
senior positions in the Government banking professional having more
Prior to joining our Group in 2001, of India and the Government of West than 40 years of wide experience
he was working with the Aditya Birla Bengal during a career of 37 years. and exposure. He is a commerce
group in various roles. Most recently Mr Subramanian was graduate with Bachelor of Law
the Secretary to the Government of Degree (University III Rank in both)
5. Mr Hemant M. Nerurkar India with the Ministry of New and and is a Certified Member of the
Independent and Non-Executive Renewable Energy (MNRE) where Indian Institute of Bankers (CAIIB). He
Director he pioneered important initiatives started his career as officer trainee
for reforms and development of the with Corporation Bank. Later, he was
Mr Hemant M. Nerurkar was appointed as Chairman and Managing
renewable energy sector, including
Executive Director of India and South- Director of Indian Overseas Bank in
the introduction of the “Feed-
East Asia of Tata Steel Limited since 2010 and retired as CMD in 2014.
in Tariff” concept. As Additional
April 9, 2009 and was appointed During his long sting career with
Secretary & later Financial Adviser,
as Managing Director of Tata Steel Banking Sector, he has ensured to
Ministry of Rural Development,
Limited from October 1, 2009. A achieve all critical parameters like Team
he implemented National Rural
B.Tech in metallurgical engineering Building, Brand Enhancement, Priority
Development plans including
from the College of Engineering, Pune Sector Initiatives, Branch Expansions,
the National Rural Employment
University, Mr Nerurkar has attended new initiatives for effective Risk
Guarantee Scheme. Presently, he is
several management courses in Management etc in Banking arena.
a freelance consultant. He is also
India and overseas, including CEDEP
the Business Development Adviser
in France. He is associated with Mr Narendra has at his credit, some
to the Council for Industrial and
several professional organisations, of the prestigious awards in the field
Scientific Research at New Delhi, the
such as Indian Institute of Metals, of banking industry, for his excellence
Secretary General of the Indian Wind
INSDAG and AIMA, amongst others. in outstanding performances
Energy Association, and Chairman
Mr Nerurkar joined Tata Steel on and exceptional contribution to
of the Research Council of Indian
February 1, 1982 and has held various Indian Banking sector. He has held
Institute Of Petroleum, in an honorary
positions including Chief Metallurgist, membership in RBI’s Technical Advisory
capacity.
Senior Divisional Manager (LD-1), Committee on Money, Forex and
Deputy General Manager (Steel & 7. Mrs Vijaylaxmi Joshi Government Securities Markets. He
Primary Mills), General Manager Independent and Non-Executive also held various esteemed councils
(Marketing), Senior General Manager Director and committees with Indian Bank’s
(Supply Chain) and Chief Operating Association (IBA). He is currently also
Officer. He has over 35 years of Mrs Vijaylaxmi Joshi is a 1980 batch the chairman of ASSOCHAM National
experience in steel industry in IAS officer of the Gujarat cadre. She Council for Banking & Finance.
various functions. Mr Nerurkar is had served in various posts in the
an executive with multifaceted State and in the Centre. She had
experience ranging from Project
19
Adani Enterprises Limited
Adapting an
Integrated Approach
At AEL, we believe in implementing an
integrated thinking to value creation. The long-
term sustainability of our business is built on
the foundation of delivering sustained value for
our stakeholders. Our journey of value-creation
is built around an integrated approach of taking
into account Environment, Sustainability and
Governance principles.
Environment
Social
21
Adani Enterprises Limited
Community infrastructure bears a 20 check dams built and 320 More than 683 residential
direct impact on the standard of ponds deepened, increasing units constructed & repaired
living and the micro economy of water storage capacity to for BPL families, and fisherfolk
the community. Adani Foundation 34,39,235 cubic metres community
has worked towards improving the
8 schools constructed and Around 330 potable water
infrastructure in numerous rural and
numerous government schools’ facilities made available to
migrant populations.
infrastructure upgraded villagers
Special Projects:
23
Adani Enterprises Limited
APSEZ contributed J 25 Crores to Kokkathode, Mundanplavu, worker, besides medicines and made
the Kerala Chief Minister’s Distress Nellikkampara and Kottampara it stationed at the relief camps. More
Relief Fund to aid the state in its Kurisadi Junction in Aruvapulam than 1000 patients in different
herculean task of reconstruction and Panchayath; Thekkemala, camps were provided medical
rehabilitation in the aftermath of the Vanchipramala, Catholic church assistance.
devastating floods in August 2018. and St. George Orthodox church
The cheque was handed over to the in Mallappuzhasseri Panchayat, Cleaning residential premises,
Kerala Chief Minister on 23 August Mangaram and Maroor villages in community places and schools etc.
2018. Konni. Each relief kit contained were of paramount importance as
rice, rice flakes, biscuits, bathing the flood water receded. This would
As soon as heavy rains started soap, washing soap, toothpaste, prevent spreading of diseases and
pouring in unabated, relief kits toothbrush, candles, matchbox, lungi, also help the premises become
were distributed to 1500 flood nightclothes and cloth bags. worth utilizing. Cleaning works were
affected people in Ranni Taluk of carried out in schools, hospitals
Pathanamthitta. The relief group Adani Foundation also pressed into and pathways with a team of 52
comprising of employees, Adani service its Mobile Healthcare Van members including Adani Foundation
Foundation teams and volunteers in Kozhancherry from equipped team, company staff and community
reached out to the villages of with doctor, pharmacist and social volunteers.
Governance
At AEL, we adhere to ethical behaviour guided by our Code of Conduct rules. The exhaustive framework helps builds
a culture to manage the risks and conduct business effectively. Our streamlined governance framework percolates
down from the top to the last level of employee and is integrated with stringent system, processes and policies. All
the operations are subject to internal audits, insurance, IT security and compliance framework that helps in business
continuity.
Awards &
Recognitions
1. Adani Skill Development Centre
received the Special Jury
Recognition Award at the Indian
Chamber of Commerce Social
Impact Awards in Kolkata.
25
Adani Enterprises Limited
DIRECTORS’ REPORT
Dear Shareholders,
Your Directors are pleased to present the 27th Annual Report along with the audited financial statements of your Company
for the financial year ended on 31st March, 2019.
Financial Performance
Note :
1. There are no material changes and commitments affecting the financial position of the Company between the end of
the financial year and the date of this report.
2. Previous year figures have been regrouped / re-arranged wherever necessary.
27
Adani Enterprises Limited
Consolidated Financial Results: The Composite Scheme of Arrangement among Adani Gas
Holdings Limited (‘AGHL’) and Adani Gas Limited (‘AGL’)
The audited consolidated financial statements of your and Adani Enterprises Limited (‘AEL’) and their respective
Company as on 31st March, 2019, prepared in accordance Shareholders and Creditors.
with the relevant applicable Ind AS and Regulation 33 of
the SEBI (Listing Obligations and Disclosure Requirements) During the year under review, the Hon’ble National Company
Regulations, 2015 (“SEBI Listing Regulations”) and provisions Law Tribunal, Bench at Ahmedabad (‘NCLT’) had, vide its
of the Companies Act, 2013, forms part of this Annual Report. order dated 3rd August, 2018 sanctioned the Composite
Scheme of Arrangement among Adani Gas Holdings Limited
The key aspects of your Company’s consolidated performance (‘AGHL’) and Adani Gas Limited (‘AGL’) and Adani Enterprises
during the financial year 2018-19 are as follows: Limited (‘AEL’) and their respective Shareholders and
Creditors. The scheme was approved by the shareholders,
Operational Highlights: secured and unsecured creditors of the Company with
requisite majority on 3rd July, 2018. The Scheme inter-alia
• Coal MDO volume increased by 72% to 12.13 MMT vs provided for:
7.04 MMT in FY 18.
(a) amalgamation of AGHL with AGL; and
• Integrated Coal Management (ICM) volume stood at
67.45 MMT. (b) subject to satisfactory fulfilment of (a) above i.e., upon
amalgamation of the AGHL with the AGL becoming
• Solar Manufacturing volume increased by 11% to 637
effective, demerger of the Demerged Undertaking
MW vs 574 MW in FY 18.
(as defined in the Scheme) of AEL and transfer of the
same to AGL.
Financial Highlights:
In terms of the above Scheme, AGL was required to issue
• Consolidated Income from operations increased by 12% and allot to each member of AEL whose name was recorded
to H 40,379 Crores vs H 35,924 Crores in FY 18. in the register of members and records of AEL as on the
• Consolidated EBIDTA stood at H 2,541 Crores vs H 2,626 Record Date in the following ratio –
Crores in FY 18.
• 1 (one) equity share of H 1/- (Rupee One only) each of
AGL credited as fully paid up for every 1 (one) equity
Standalone Financial Results: share of H 1/- (Rupee One only) each held by such
shareholder in AEL.
On standalone basis, your Company registered total income
of H 15,923.60 Crore and PAT of H 487.24 Crore. The Company had fixed 7th September, 2018 as the Record
Date to determine its shareholders who would be entitled
The operational performance of your Company has been to the shares of AGL as aforesaid, pursuant to the Scheme.
comprehensively discussed in the Management Discussion
and Analysis Report which forms part of this Report. Accordingly, the Board of Directors of AGL had on
9th September, 2018 allotted Equity Shares to those
shareholders of AEL whose names appeared in the Register
Dividend
of Members as on the Record Date in the above mentioned
Your Directors have recommended a dividend of 40% ratio.
(H 0.40/- per Equity Share of H 1 each) on the Equity Shares
The Equity Shares of AGL were listed and admitted for
out of the profits of the Company for the financial year
dealings on stock exchanges w.e.f. 5th November, 2018.
2018-19. The said dividend, if approved by the shareholders,
would involve a cash outflow of H 53.04 Crore including tax
thereon. Fixed Deposits
During the year under review, the Company has bought 12. Mundra Copper Limited
back 1,500 Rated, Listed, Taxable, Secured, Redeemable,
13. Adani Water Limited
Non-Convertible Debentures (NCDs) having face value of
H 10 Lakhs each agreegating to H 150 Crore which were 14. Prayagraj Water Private Limited
issued on private placement basis by the Company and
listed on the Wholesale Debt Market (WDM) of BSE Limited. 15. Adani Rave Gears India Limited (Subsidiary of Adani
Defence Systems and Technologies Limited, which is a
subsidiary of the Company)
Particulars of Loans, Guarantees or Investments
16. Galilee Biodiversity Company Pty Limited (Subsidiary
During the year under review, your Company made loans,
of Adani Mining Pty Ltd., which is a subsidiary of the
given guarantees, provided securities and made investments
Company)
in compliance with Section 186 of the Companies Act,
2013. The said details are given in the notes to the financial 17. Gidhmuri Paturia Collieries Private Limited
statements.
Cessation of Subsidiary companies / LLPs
Subsidiaries, Joint Ventures, Associate Companies The following companies ceased as subsidiaries of the
and LLPs Company pursuant to the Scheme approved by the Hon’ble
National Company Law Tribunal vide its order dated
During the year under review, the following changes
3rd August, 2018.
have taken place in Subsidiaries, Joint Venture, Associate
Companies and LLPs:- 1. Adani Gas Limited
Subsidiary companies formed/acquired 2. Adani Gas Holdings Limited
1. Bilaspur Pathrapali Road Private Limited In order to consolidate Logistics business across the group
under one entity, for focused attention, better regulatory
2. Whyalla Renewable Holdings Pty Limited (Subsidiary compliance, reduce operational cost and strengthen the
of Adani Renewable Asset Holdings Pty Ltd, which is a sustainability of the businesses, the Company’s entire stake
step down subsidiary of the Company) in the following subsidiaries and step-down subsidiaries
was divested to Adani Logistics Limited, a related party
3. Whyalla Renewables Pty Limited (Subsidiary of Whyalla
pursuant to the postal ballot process on 28th March, 2019.
Renewable Holdings Pty Ltd, which is a step down
subsidiary of the Company) - Subsidiaries
5. Adani Agri Logistics (Borivali) Limited (Subsidiary 2. Adani Agri Logistics (Samastipur) Limited
of Adani Agri Logistics Limited (“AALL”), which is a 3. Adani Agri Logistics (Darbhanga) Limited
subsidiary of the Company) 4. Adani Agri Logistics (Dahod) Limited
29
Adani Enterprises Limited
10. Adani Agri Logistics (Panipat) Limited Registered Office and that of the respective subsidiary
11. Adani Agri Logistics (Moga) Limited companies concerned. In accordance with Section 136 of
the Companies Act, 2013, the audited financial statements,
12. Adani Agri Logistics (Raman) Limited
including consolidated financial statements and related
13. Adani Agri Logistics (Barnala) Limited information of the Company and audited accounts of
14. Adani Agri Logistics (Nakodar) Limited each of its subsidiaries, are available on our website,
15. Adani Agri Logistics (Mansa) Limited www.adanienterprises.com. Pursuant to Section 134 of the
Act read with Rule 8(1) of the Companies (Accounts) Rules,
16. Adani Agri Logistics (Bathinda) Limited
2014 the details of developments of subsidiaries of the
17. Adani Agri Logistics (Dhamora) Limited Company are covered in the Management’s Discussion and
18. Adani Agri Logistics (Borivali) Limited Analysis Report which forms part of this Report.
31st March, 2020. The Nomination and Remuneration c. that proper and sufficient care has been taken for
Committee and the Board of Directors at their respective the maintenance of adequate accounting records in
meetings held on 29th May, 2019 recommended and accordance with the provisions of the Companies Act,
approved the re-appointment and payment of remuneration 2013 for safeguarding the assets of the Company and for
to Mr. Pranav V. Adani as an Executive Director designated preventing and detecting fraud and other irregularities;
as a Director of the Company for a further period of 5 (Five)
years w.e.f. 1st April, 2020 subject to approval of members at d. that the annual financial statements have been
the ensuing Annual General Meeting. prepared on a going concern basis;
Pursuant to the provisions of Section 149 of the Act, e. that proper internal financial controls were in place
Mr. Hemant M. Nerurkar was appointed as an Independent and that the financial control were adequate and were
Director at the Annual General Meetings of the Company operating effectively;
held on 10th August, 2016. Further, Mr. V. Subramanian, f. that proper systems to ensure compliance with the
Mrs. Vijaylaxmi Joshi and Mr. Narendra Mairpady were provisions of all applicable laws were in place and were
appointed as Independent Directors at the Annual General adequate and operating effectively.
Meeting of the Company held on 9th August, 2017 and
7th August, 2018. The terms and conditions of appointment
of Independent Directors are as per Schedule IV of the Policies
Act. The Company has received declarations from all the
During the year under review, the Board of Directors of the
Independent Directors of the Company confirming that they
Company has amended / approved changes in Corporate
meet with the criteria of independence as prescribed both
Social Responsibility policy; Nomination and Remuneration
under sub-section (6) of Section 149 of the Companies Act,
Policy of Directors, Key Managerial Personnel and Other
2013 and the SEBI Listing Regulations and there has been
Employees; Policy for determining Material Subsidiaries;
no change in the circumstances which may affect their
Related Party Transaction Policy; Vigil Mechanism / Whistle
status as independent director during the year.
Blower Policy; Code of Conduct for Board of Directors
Pursuant to the requirements of the Companies Act, 2013 and Senior Management of the Company; Material Events
and Articles of Association of the Company, Mr. Rajesh S. Policy; Website Content Archival Policy and Code of
Adani (DIN: 00006322) is liable to retire by rotation and internal procedures and conduct for regulating, monitoring
being eligible offers himself for re-appointment. and reporting of Trading by Insiders to comply with the
recent amendments in the Companies Act, 2013 and SEBI
The Board recommends the appointment/re-appointment Listing Regulations. Accordingly, the updated policies
of above directors for your approval. are uploaded on website of the Company at https://www.
adanienterprises.com/investors/investor-download.
Brief details of Directors proposed to be appointed/
re-appointed as required under Regulation 36 of the SEBI
Listing Regulations are provided in the Notice of Annual Number of Board Meetings
General Meeting.
The Board of Directors met 5 (five) times during the year
under review. The details of board meetings and the
Directors’ Responsibility Statement attendance of the Directors are provided in the Corporate
Governance Report which forms part of this report.
Pursuant to Section 134(5) of the Companies Act, 2013,
the Board of Directors, to the best of their knowledge and
ability, state the following: Independent Directors’ Meeting
a. that in the preparation of the annual financial The Independent Directors met on 7th February, 2019,
statements, the applicable accounting standards have without the attendance of Non-Independent Directors
been followed along with proper explanation relating and members of the Management. The Independent
Directors reviewed the performance of non-independent
to material departures, if any;
directors and the Board as a whole; the performance of
b. that such accounting policies have been selected and the Chairperson of the Company, taking into account the
applied consistently and judgement and estimates views of Executive Directors and Non-Executive Directors
have been made that are reasonable and prudent so as and assessed the quality, quantity and timeliness of flow
to give a true and fair view of the state of affairs of the of information between the Company Management and
Company as at 31st March, 2019 and of the profit of the the Board that is necessary for the Board to effectively and
Company for the year ended on that date; reasonably perform their duties.
31
Adani Enterprises Limited
The details in respect of internal financial control and their Prevention of Sexual Harassment at Workplace
adequacy are included in Management and Discussion &
Analysis, which forms part of this report. As per the requirements of The Sexual Harassment of
Women at Workplace (Prevention, Prohibition & Redressal)
Act, 2013 and rules made thereunder, your Company has
Risk Management constituted Internal Complaints Committee (ICC) which is
responsible for redressal of complaints related to sexual
The Board of the Company has formed a risk management
harassment. During the year under review, there were no
committee to frame, implement and monitor the risk
complaints pertaining to sexual harassment.
management plan for the Company. The committee is
responsible for reviewing the risk management plan and
ensuring its effectiveness. The audit committee has Extract of Annual Return
additional oversight in the area of financial risks and controls.
The details forming part of the extract of the Annual Return
in Form MGT-9 are annexed to this Report as Annexure-A.
Committees of the Board
Pursuant to the provisions of Section 204 of the Companies Your Directors are highly grateful for all the guidance,
Act, 2013 and the rules made thereunder, the Company support and assistance received from the Government of
has re-appointed Mr. Ashwin Shah, Practicing Company India, Government of Gujarat, respective State Governments,
Secretary to undertake the Secretarial Audit of the Financial Institutions and Banks. Your Directors thank all
Company. The Secretarial Audit Report for FY 2018-19 is shareholders, esteemed customers, suppliers and business
annexed, and forms part of this report as Annexure-C. There associates for their faith, trust and confidence reposed in
are no qualifications or reservations or adverse remarks or the Company.
disclaimers given by Secretarial Auditors of the Company,
Your Directors also wish to place on record their sincere
appreciation for the dedicated efforts and consistent
Cost Audit Report contribution made by the employees at all levels, to ensure
that the Company continues to grow and excel.
Your Company has re-appointed M/s. K. V. Melwani &
Associates, Practicing Cost Accountants to conduct audit
of cost records of Mining Activities of the Company for the
For and on behalf of the Board of Directors
year 31st March, 2020. The Cost Audit Report for the year
2017-18 was filed before the due date with the Ministry of
Corporate Affairs.
The Company has maintained the cost accounts and records Place: Ahmedabad Gautam S. Adani
in accordance with Section 148 of the Companies Act, 2013 Date: 29th May, 2019 Executive Chairman
and Rule 8 of the Companies (Accounts) Rules, 2014. (DIN: 00006273)
33
Adani Enterprises Limited
Annexure - A
to the Directors’ Report
FORM NO. MGT-9
EXTRACT OF ANNUAL RETURN
as on the financial year ended 31st March, 2019.
[Pursuant to Section 92(3) of the Companies Act 2013, and Rule 12(1) of the Companies
(Management and Administrative) Rules, 2014.]
CIN : L51100GJ1993PLC019067
Registration Date : 2nd March, 1993
Name of the Company : Adani Enterprises Limited
Category / Sub-Category of the Company : Company limited by shares
Address of the Registered office and contact details : Adani House, Nr. Mithakhali Six Roads, Navrangpura,
Ahmedabad-380009, Gujarat, India
Phone No. +91-79-26565555
Whether listed company : Yes
Name, Address and Contact details of Registrar and : M/s. Link Intime India Private Limited
Transfer Agent, if any 5th Floor, 506-508, Amarnath Business Centre-1 (ABC-1),
Besides Gala Business Centre, Near St. Xavier’s College Corner,
Off. C G Road, Navrangpura, Ahmedabad – 380009
Tel: +91-79-26465179
Email : ahmedabad@linkintime.co.in
Name and description of main Products/Services NIC Code of the Product/ % to total turnover
service of the Company
Wholesale trade Service – Coal Trading 46610 67.34%
Power Trading 35105 14.02%
Sr. Name and address of the Company /LLP CIN/GLN/LLPIN Holding/ % of Applicable
No. Subsidiary/ stake Section
Associate held*
3. Chendipada Collieries Private Limited U10200GJ2010PTC062625 Subsidiary 100 2(87)
10th Floor, Shikhar, Nr. Adani House,
Mithakhali Circle, Navrangpura,
Ahmedabad - 380 009
4. Adani Synenergy Limited U40106GJ2014PLC078744 Subsidiary 100 2(87)
Adani House, Nr. Mithakhali Six Roads,
Navrangpura, Ahmedabad – 380 009
5. Adani Agri Fresh Limited U63022GJ2004PLC045143 Subsidiary 100 2(87)
Adani House, Nr. Mithakhali Six Roads,
Navrangpura, Ahmedabad – 380 009
6. Adani Defence Systems and Technologies U74900GJ2015PLC082700 Subsidiary 100 2(87)
Limited
Adani House, Nr. Mithakhali Six Roads,
Navrangpura, Ahmedabad - 380 009
7. Adani Shipping (India) Private Limited U63090MH2010PTC207152 Subsidiary 100 2(87)
601, 6th Floor, Hallmark Business Plaza,
Opp. Guru Nanak Hospital, Bandra (East),
Mumbai - 400051
8. Adani Bunkering Private Limited U40200GJ2008PTC054045 Subsidiary 100 2(87)
Adani House,
Nr. Mithakhali Circle, Navrangpura,
Ahmedabad - 380 009
9. Adani Resources Private Limited U74910GJ2012PTC068733 Subsidiary 100 2(87)
Adani House, Nr. Mithakhali Circle,
Navrangpura, Ahmedabad - 380 009
10. Surguja Power Private Limited U40100GJ2012PTC068748 Subsidiary 100 2(87)
Adani House, Near Mithakhali Six Roads,
Navrangpura, Ahmedabad - 380 009
11. Jhar Mining Infra Private Limited U10102HR2014PTC052406 Subsidiary 51 2(87)
Adani House, Plot No. 83, Sector 32,
Institutional Area, Gurgaon - 122 001
12. Parsa Kente Collieries Limited U10200RJ2007PLC025173 Subsidiary 74 2(87)
32, 6th Floor, Triniti, Plot No. 05,
Swage Farm, New Sanganer Road, Jaipur-302019
13. Rajasthan Collieries Limited U10100RJ2012PLC038382 Subsidiary 74 2(87)
32, 6th Floor, MahimaTriniti, Plot No. 05,
Swej Farm, New Sanganer Road, Sodala,
Jaipur - 302 019
14. Adani Global Limited N.A. Subsidiary 100 2(87)
Suite 501, St James Court,
St Denis Street, Port-Louis, Mauritius
15. Adani Global FZE N.A. Subsidiary 100 2(87)
Adani Global FZE, P.O.Box No: 17186,
Dubai, U.A.E
16. Adani Global DMCC N.A. Subsidiary 100 2(87)
Adani Global FZE, P.O.Box No: 17186,
Dubai, U.A.E
17. Adani Global Pte Limited N.A. Subsidiary 100 2(87)
80 Raffles Place, #33-20 UOB Plaza,
Singapore 048 624
35
Adani Enterprises Limited
Sr. Name and address of the Company /LLP CIN/GLN/LLPIN Holding/ % of Applicable
No. Subsidiary/ stake Section
Associate held*
18. PT Adani Global N.A. Subsidiary 100 2(87)
Graha Mustika Ratu Lt. 3,
Jl. Gatot Subroto kav. 74-75,
Pancoran - Jakarta Selatan 12870
19. Adani Shipping Pte Limited N.A. Subsidiary 100 2(87)
80, Raffles Place #30-20, UOB Plaza,
Singapore 048 624
20. Rahi Shipping Pte. Limited N.A. Subsidiary 100 2(87)
80, Raffles Place #30-20, UOB Plaza,
Singapore 048 624
21. Vanshi Shipping Pte. Limited N.A. Subsidiary 100 2(87)
80, Raffles Place #30-20, UOB Plaza,
Singapore 048 624
22. PT Adani Global Coal Trading N.A. Subsidiary 100 2(87)
Graha Mustika Ratu Lt. 3, Jl. Gatot
Subrotokav. 74-75, Pancoran Jakarta
Selatan 12870, Indonesia
23. PT Coal Indonesia N.A. Subsidiary 100 2(87)
Graha Mustika Ratu Lt. 3,
Jl. Gatot Subrotokav. 74-75, Pancoran,
Jakarta Selatan 12870, Indonesia
24. PT Sumber Bara N.A. Subsidiary 100 2(87)
Graha Mustika Ratu Lt. 3,
JI, Gatot Subroto kav. 74-75, Pancoran,
Jakarta Selatan 12870, Indonesia
25. PT Energy Resources N.A. Subsidiary 100 2(87)
Graha Mustika Ratu Lt. 3,
JI, GatotSubrotokav. 74-75,
Pancoran - Jakarta Selatan 12870, Indonesia
26. PT Niaga Antar Bangsa N.A. Subsidiary 100 2(87)
Graha Mustika Ratu Lt. 3,
JI, GatotSubrotokav. 74-75,
Pancoran Jakarta Selatan 12870, Indonesia
27. PT Niaga Lintas Samudra N.A. Subsidiary 100 2(87)
Graha Mustika Ratu Lt. 3,
Jl. Gatot Subroto kav. 74-75,
Pancoran - Jakarta Selatan 12870, Indonesia
28. PT Gemilang Pusaka Pertiwi N.A. Subsidiary 100 2(87)
Graha Mustika Ratu Lt. 3,
Jl. Gatot Subroto kav. 74-75,
Pancoran Jakarta Selatan 12870, Indonesia
29. PT Hasta Mundra N.A. Subsidiary 100 2(87)
Graha Mustika Ratu Lt. 3,
Jl. Gatot Subroto kav. 74-75, Pancoran
Jakarta Selatan 12870, Indonesia
30. PT Lamindo Inter Multikon N.A. Subsidiary 100 2(87)
Graha Mustika Ratu Lt. 3,
Jl. GatotSubrotokav. 74-75, Pancoran
Jakarta Selatan 12870, Indonesia
Sr. Name and address of the Company /LLP CIN/GLN/LLPIN Holding/ % of Applicable
No. Subsidiary/ stake Section
Associate held*
31. PT Suar Harapan Bangsa N.A. Subsidiary 100 2(87)
Graha Mustika Ratu Lt. 3,
Jl. Gatot Subroto kav. 74-75,
Pancoran - Jakarta Selatan 12870, Indonesia
32. Adani North America Inc N.A. Subsidiary 100 2(87)
30, Montgomery Street #970, Jersey City,
New Jersey - 07302
33. PT Tambang Sejahtera Bersama N.A. Subsidiary 100 2(87)
Graha Mustika Ratu Lt. 3,
Jl. Gatot Subroto kav. 74-75,
Pancoran - Jakarta Selatan 12870
34. Adani Mining Pty Limited N.A. Subsidiary 100 2(87)
Level 25, 10 Eagle Street, Brisbane,
Queensland 4000 2569, Australia
35. Aanya Maritime Inc. N.A. Subsidiary 100 2(87)
Aquilino De La Guardia, Ogra Building,
Street No. 8, Panama 0823 02435
36. Aashna Maritime Inc. N.A. Subsidiary 100 2(87)
Aquilino De La Guardia , Ogra Building,
Street No. 8, Panama 0823 02435
37. Adani Minerals Pty Limited N.A. Subsidiary 100 2(87)
AMP Place, Level 30, 10 Eagle Street,
Brisbane, Queensland, 4000, Australia
38. Galilee Transmission Holdings Pty Limited N.A. Subsidiary 100 2(87)
Level 25, 10 Eagle Street, Brisbane,
Queensland, 4000, Australia
39. Galilee Transmission Pty Limited N.A. Subsidiary 100 2(87)
Level 25, 10 Eagle Street, Brisbane,
Queensland, 4000, Australia
40. Adani Infrastructure Pty Ltd. N.A. Subsidiary 100 2(87)
Level 25, 10 Eagle Street, Brisbane,
Queensland, 4000, Australia
41. Urja Maritime Inc N.A. Subsidiary 100 2(87)
Ave., Balboa, Bicsa Financial Center,
30th Floor, Office 3005, Panama City,
Republic of Panama
42. Adani Global Resources Pte Ltd. N.A. Subsidiary 100 2(87)
80 Raffles Place #33-20, UOB Plaza
Singapore 048624
43. Carmichael Rail Network Holdings Pty Ltd. N.A. Subsidiary 100 2(87)
Level 25, 10 Eagle Street, Brisbane 4000
44. Carmichael Rail Network Pty Ltd. N.A. Subsidiary 100 2(87)
Level 25, 10 Eagle Street, Brisbane 4000
45. Adani Renewable Asset Holdings Pty Ltd. N.A. Subsidiary 100 2(87)
Level 25, 10 Eagle Street, Brisbane 4000
46. Adani Renewable Assets Pty Ltd. N.A. Subsidiary 100 2(87)
Level 25, 10 Eagle Street, Brisbane 4000
47. Adani Rugby Run Pty Ltd. N.A. Subsidiary 100 2(87)
Level 25, 10 Eagle Street, Brisbane 4000
37
Adani Enterprises Limited
Sr. Name and address of the Company /LLP CIN/GLN/LLPIN Holding/ % of Applicable
No. Subsidiary/ stake Section
Associate held*
48. Adani Global Royal Holdings Pte Ltd. N.A. Subsidiary 100 2(87)
80 Raffles Place #33-20, UOB Plaza
Singapore 048624
49. Queensland RIPA Holdings Pty Ltd N.A. Subsidiary 100 2(87)
Level 25, 10 Eagle Street, Brisbane 4000
50. Queensland RIPA Finance Pty Ltd. N.A. Subsidiary 100 2(87)
Level 25, 10 Eagle Street, Brisbane 4000
51. Queensland RIPA Pty Ltd. N.A. Subsidiary 100 2(87)
Level 25, 10 Eagle Street, Brisbane 4000
52. Whyalla Renewable Holdings Pty Ltd N.A. Subsidiary 100 2(87)
AMP Place, Level 30, 10 Eagle Street,
Brisbane, Queensland, 4000, Australia
53. Whyalla Renewables Pty Ltd N.A. Subsidiary 100 2(87)
AMP Place, Level 30, 10 Eagle Street,
Brisbane, Queensland, 4000, Australia
54. Adani Australia Pty Ltd N.A. Subsidiary 100 2(87)
AMP Place, Level 30, 10 Eagle Street,
Brisbane, Queensland, 4000, Australia
55. Adani Rugby Run Finance Pty Ltd N.A. Subsidiary 100 2(87)
AMP Place, Level 30, 10 Eagle Street,
Brisbane, Queensland, 4000, Australia
56. Galilee Biodiversity Company Pty Ltd N.A. Subsidiary 100 2(87)
AMP Place, Level 30, 10 Eagle Street,
Brisbane, Queensland, 4000, Australia
57. Mundra Solar PV Limited U74999GJ2015PLC083378 Subsidiary 51 2(87)
Adani House, Near Mithakhali Six Roads,
Navrangpura, Ahmedabad - 380 009
58. Mundra Solar Limited U40101GJ2015PLC083552 Subsidiary 51 2(87)
Adani House, Near Mithakhali Six Roads,
Navrangpura, Ahmedabad - 380 009
59. Adani Land Defence Systems and U74999GJ2015PLC083877 Subsidiary 100 2(87)
Technologies Limited
Adani House, Near Mithakhali Six Roads,
Navrangpura, Ahmedabad - 380 009
60. Adani Aerospace and Defence Limited U35115GJ2015PLC083876 Subsidiary 100 2(87)
Adani House, Near Mithakhali Six Roads,
Navrangpura, Ahmedabad - 380 009
61. Adani Naval Defence Systems and U74990GJ2015PLC083873 Subsidiary 100 2(87)
Technologies Limited
Adani House, Near Mithakhali Six Roads,
Navrangpura, Ahmedabad - 380 009
62. Talabira (Odisha) Mining Private Limited U14200GJ2016PTC086246 Subsidiary 100 2(87)
Adani House, Near Mithakhali Six Roads,
Navrangpura, Ahmedabad - 380 009
63. Mundra Solar Technopark Private Limited U74120GJ2015PTC082522 Subsidiary 88.35 2(87)
Adani House, Near Mithakhali Six Roads,
Navrangpura, Ahmedabad - 380 009
64. Adani Green Technology Limited U29100GJ2016PLC086498 Subsidiary 51 2(87)
Adani House, Near Mithakhali Six Roads,
Navrangpura, Ahmedabad - 380 009
Sr. Name and address of the Company /LLP CIN/GLN/LLPIN Holding/ % of Applicable
No. Subsidiary/ stake Section
Associate held*
65. Adani-Elbit Advanced Systems India Limited U74999GJ2016PLC094297 Subsidiary 51 2(87)
Adani House, Near Mithakhali Six Roads,
Navrangpura, Ahmedabad - 380 009
66. Adani Cementation Limited U74999GJ2016PLC094589 Subsidiary 100 2(87)
Adani House, Near Mithakhali Six Roads,
Navrangpura, Ahmedabad - 380 009
67. Adani Infrastructure Private Limited U74140GJ2015PTC084995 Subsidiary 100 2(87)
Adani Corporate House, Shantigram,
S. G. Highway, Khodiyar,
Ahmedabad - 382421
68. Gare Pelma III Collieries Limited U14290HR2017PLC069970 Subsidiary 100 2(87)
Adani House, Plot no. 83, Sector 32,
Institutional Area, Gurgaon - 122001
69. Adani Transport Limited U74993GJ2018PLC101340 Subsidiary 100 2(87)
Adani House, Near Mithakhali Six Roads,
Navrangpura, Ahmedabad - 380 009
70. Bilaspur Pathrapali Road Private Limited U45500GJ2018PTC101970 Subsidiary 74 2(87)
“Adani House”, 56, Shrimali Society,
Near Mithakhali Six Road, Navrangpura,
Ahmedabad – 380006
71. Bailadila Iron Ore Mining Private Limited U14290GJ2018PTC104273 Subsidiary 100 2(87)
“Adani House”, 56, Shrimali Society,
Near Mithakhali Six Road, Navrangpura
Ahmedabad – 380006
72. Mundra Copper Limited U14290GJ2018PLC105264 Subsidiary 100 2(87)
“Adani House”, 56, Shrimali Society,
Near Mithakhali Six Road, Navrangpura
Ahmedabad – 380006
73. Adani Water Limited U41000GJ2018PLC105737 Subsidiary 100 2(87)
“Adani House”, 56, Shrimali Society,
Near Mithakhali Six Road, Navrangpura
Ahmedabad – 380006
74. Prayagraj Water Private Limited U41000GJ2018PTC105778 Subsidiary 74 2(87)
“Adani House”, 56, Shrimali Society,
Near Mithakhali Six Road, Navrangpura
Ahmedabad – 380006
75. Adani Rave Gears India Limited U75200GJ2019PLC107265 Subsidiary 100 2(87)
“Adani House”, 56, Shrimali Society,
Near Mithakhali Six Road, Navrangpura
Ahmedabad – 380006
76. Gidhmuri Paturia Collieries Private Limited U14290GJ2019PTC107371 Subsidiary 74 2(87)
“Adani House”, 56, Shrimali Society,
Near Mithakhali Six Road, Navrangpura
Ahmedabad – 380006
77. Adani Tradewing LLP AAI-9116 Subsidiary 100 2(87)
Adani House, 56, Shrimali Society,
Navrangpura, Ahmedabad-380 009
78. Adani Commodities LLP AAI-9117 Subsidiary 100 2(87)
Adani House, 56, Shrimali Society,
Navrangpura, Ahmedabad-380 009
39
Adani Enterprises Limited
Sr. Name and address of the Company /LLP CIN/GLN/LLPIN Holding/ % of Applicable
No. Subsidiary/ stake Section
Associate held*
79. Adani Tradex LLP AAI-8221 Subsidiary 100 2(87)
801, Shikhar Complex, Srimali Society,
Navrangpura, Ahmedabad – 380 009
80. Adani Tradecom LLP AAI-8220 Subsidiary 100 2(87)
801, Shikhar Complex, Srimali Society,
Navrangpura, Ahmedabad -380009
81. Mahaguj Power LLP AAJ-1976 Subsidiary 100 2(87)
Adani House, Near Mithakhali Six Roads,
Navrangpura, Ahmedabad - 380 009
82. CSPGCL AEL Parsa Collieries Limited U10102CT2010SGC022194 Associate 49 2(6)
501, 5th Floor, ACE Global, G.E. Road,
Telibandha, Raipur – 49200
83. Adani Chendipada Mining Private Limited U10300GJ2011PTC068074 Associate 49 2(6)
Adani House, Near Mithakhali Six Roads,
Navrangpura, Ahmedabad -380 009
* Representing aggregate % of stake held by the Company in its subsidiaries directly and / or alongwith other subsidiaries
IV. Share Holding Pattern (equity share capital breakup as percentage of total equity as on 31st March, 2019)
Category of No of Shares held at the beginning of the year No. of Shares held at the end of the year %
Shareholders Change
Demat Physical Total % of Demat Physical Total % of during
total total the
Shares Shares year
c) Central Govt. - - - - - - - - -
d) State Govt. - - - - - - - - -
e) Venture Capital - - - - - - - - -
Funds
f) Insurance - - - - - - - - -
Companies
g) FII 163478 - 163478 0.01 163478 - 163478 0.01 -
h) Foreign Venture - - - - - - - -
Capital Funds
i) Any Other - -
Foreign Portfolio 227769434 - 227769434 20.71 212218014 - 212218014 19.30 (1.41)
Investor
(Corporate)
Sub-Total (B)(1) 239741393 - 239741393 21.80 240248641 - 240248641 21.84 0.04
2 Non-institutions
a) Bodies Corporate
i Indian 5549460 - 5549460 0.50 7465562 - 7465562 0.68 0.18
ii Overseas - - - - - - - - -
b) Individuals
I Individuals 20361334 436199 20797533 1.89 21266809 398569 21665378 1.96 0.07
shareholders
holding nominal
share capital up to
H 1 lakh
ii Individual 3671097 - 3671097 0.33 2439538 0 2439538 0.22 (0.11)
shareholders
holding nominal
share capital in
excess of H 1 lakh.
c) Other (specify)
Clearing Member 3763058 - 3763058 0.34 1819584 - 1819584 0.17 (0.17)
Non Resident 830777 - 830777 0.08 243095 - 243095 0.02 (0.06)
Indian (Repat)
Non Resident 139318 - 139318 0.01 859997 - 859997 0.08 0.07
Indian (Non Repat)
Foreign Nationals 10000 - 10000 0.00 10000 - 10000 0.00 -
Corp. Body - - - - - - - - - -
Foreign Bodies
Trust 3100 - 3100 0.00 1600 - 1600 0.00 -
Hindu Undivided 1296342 - 1296342 0.12 1047557 - 1047557 0.10 (0.02)
Family
IEPF Authority 44524 - 44524 0.00 45650 - 45650 0.00 -
Sub-Total (B)(2) 35669010 436199 36105209 3.28 35199392 398569 35597961 3.24 (0.04)
Total Public 275410403 436199 275846602 25.08 275448033 398569 275846602 25.08 -
Shareholding
(B)= (B)(1)+(B)(2)
C. Shares held by - - - - - - - - -
Custodians for
GDRs & ADRs
GRAND TOTAL 1099373884 436199 1099810083 100.00 1099411514 398569 1099810083 100.00 -
(A)+(B)+(C)
41
Adani Enterprises Limited
iv) Shareholding Pattern of top ten Shareholders (other than Directors, Promoter and Holders of GDRs and ADRs)
Name of Shareholders* Shareholding at the Date wise Increase / Shareholding at the end of
beginning of the year Decrease in Shareholding the year
No. of % of total during the year No. of % of total
Shares shares of the specifying the reasons Shares shares of the
Company for increase / decrease Company
(e.g. allotment / transfer /
bonus/ sweat equity etc)
Purchase Sell
Elara India Opportunities Fund Limited 50895888 4.63 3800000 6187100 48508788 4.41
Cresta Fund Ltd 33236578 3.02 5137930 6896588 31477920 2.86
APMS Investment Fund Ltd 19684059 1.79 3930860 500097 23114822 2.10
Albula Investment Fund Ltd 29012133 2.64 4276905 12356613 20932425 1.90
Vespera Fund Limited 15974892 1.45 3100000 - 19074892 1.73
LTS Investment Fund Ltd 5950000 0.54 12859147 2850000 15959147 1.45
Nomura Singapore Limited - - 12442124 80000 12362124 1.12
Asia Investment Corporation 12225000 1.11 8859537 15438262 5646275 0.51
(Mauritius) Ltd
Life Insurance Corporation of India 5750103 0.52 - 752836 4997267 0.45
Kotak Equity Arbitrage Fund 1696000 0.15 13226774 10222774 4700000 0.43
*The shares of the Company are traded on a daily basis and hence the date wise increase / decrease in shareholding is not indicated.
Shareholding is consolidated based on permanent account number (PAN) of the shareholder.
For each of the Directors Shareholding at the Date Change in Shareholding Shareholding at the end of
and KMP beginning of the year (No. of Shares) the year
No. of % of total shares Increase Decrease No. of % of total shares
Shares of the Company Shares of the Company
Directors
Mr. Gautam S. Adani1 & 2 1 - - - - 1 -
Mr. Rajesh S. Adani1 1 - - - - 1 -
Mr. Pranav V. Adani - - - - - - -
Mr. Rajiv Nayar3 - - - - - - -
Mr. Vinay Prakash - - - - -
Mr. Berjis Desai4 - - - - - - -
Mr. Hemant Nerurkar - - - - - - -
Mr. V. Subramanian - - - - - - -
Mrs. Vijaylaxmi Joshi - - - - - - -
Mr. Narendra Mairpady - - - - - - -
Key Managerial Personnel
Mr. Jatin Jalundhwala 700 0.00 - - - 700 0.00
Company Secretary
Mr. Rakesh Shah5 - - - - - - -
Chief Financial Officer
1. Gautam S. Adani/ Rajesh S. Adani (on behalf of S.B. Adani Family Trust) holds 62,11,97,910 (56.48%) shares of the Company.
During the year under review, there was no increase / decrease in the same.
2. Gautam S. Adani/ Priti G. Adani (on behalf of Gautam S. Adani Family Trust) holds 88,36,750 (0.80%) shares of the Company.
During the year under review, there was no increase / decrease in the same.
3. Mr. Rajiv Nayar resigned as an Additional Director and CFO of the Company w.e.f. 1st May, 2018.
4. Mr. Berjis Desai resigned as Director (Non-Executive & Independent Director) of the Company w.e.f. 26th June, 2018 due to his
pre-occupation.
5. Mr. Rakesh Shah was appointed as CFO of the Company w.e.f. 10th May, 2018 and resigned as CFO of the Company w.e.f.
16th April, 2019.
43
Adani Enterprises Limited
V. Indebtedness
Indebtedness of the Company including interest outstanding/accrued but not due for payment
(H in Crores)
Particulars Secured Loans Unsecured Deposits Total
excluding deposits Loans Indebtedness
Indebtedness at the beginning of the financial year
i) Principal Amount 3,011.25 3,923.73 - 6,934.98
ii) Interest due but not paid - - - -
iii) Interest accrued but not due 23.67 13.23 - 36.90
Total (i+ii+iii) 3,034.92 3,936.96 - 6,971.88
Change in Indebtedness during the financial year
• Addition 1,166.32 8,968.22 - 10,134.55
• Reduction 3,010.67 11,224.82 - 14,235.49
Net Change (1,844.35) (2,256.60) - (4,100.94)
Indebtedness at the end of the financial year
i) Principal Amount 1,185.10 1,680.27 - 2,865.37
ii) Interest due but not paid - - - -
iii) Interest accrued but not due 5.47 0.09 - 5.56
Total (i+ii+iii) 1,190.57 1,680.36 - 2,870.93
(H in Crores)
Sr Particulars of Remuneration Gautam S. Rajesh S. Rajiv Vinay Pranav Total
No Adani Adani Nayar Prakash Adani Amount
Executive Managing Additional Director Director
Chairman Director Director &
CFO1
1 Gross salary
a) Salary as per provisions contained 1.86 2.81 0.41 5.14 1.87 12.09
in section 17(1) of the Income-tax
Act, 1961
b) Value of perquisites u/s 17(2) - - - - - -
Income-tax Act, 1961
c) Profits in lieu of salary under - - - - - -
section 17(3) Income-tax Act, 1961
2 Stock Option - - - - - -
3 Sweat Equity - - - - - -
4 Commission - - - - - -
-as % of profit - 1.00 - - 1.00 2.00
-others, specify, - - - 10.00 - 10.00
(performance incentive)
5 Others – contribution towards PF etc 0.25 0.38 0.02 0.26 0.12 1.03
Total (A) 2.11 4.19 0.43 15.40 2.99 25.12
Ceiling as per the Act H 68.04 (@ 10% of profit calculated as per Section 198 of the Companies
Act, 2013)
1. Mr. Rajiv Nayar resigned as an Additional Director and CFO of the Company w.e.f. 1st May, 2018.
(H in Lakhs)
Particulars of Remuneration Hemant Berjis V. Vijayalaxmi Narendra Total
Nerurkar Desai1 Subramanian Joshi Mairpady Amount
Independent Directors
a) Fee for attending board, committee 5.55 - 6.05 4.10 2.20 17.90
meetings
b) Commission 12.00 2.86 12.00 12.00 12.00 50.86
c) Others, please specify - - - - - -
Total 17.55 2.86 18.05 16.10 14.20 68.76
1. Mr. Berjis Desai resigned as Director (Non-Executive & Independent Director) of the Company w.e.f. 26th June, 2018 due
to his pre-occupation.
(H in Crores)
Sr Particulars of Remuneration Chief Financial Company Total Amount
No Officer1 Secretary
1 Gross salary
a) Salary as per provisions contained in section 17(1) of the 0.99 1.25 2.24
Income-tax Act, 1961
b) Value of perquisites u/s 17(2) Income-tax Act, 1961 - - -
c) Profits in lieu of salary under section 17(3) Income-tax - - -
Act, 1961
2 Stock Option - - -
3 Sweat Equity - - -
4 Commission
- as % of profit - - -
- others, specify - - -
5 Others – contribution towards PF etc 0.05 0.08 0.13
Total 1.04 1.33 2.37
1. Mr. Rakesh Shah was appointed as CFO of the Company w.e.f. 10th May, 2018 and resigned as CFO of the Company w.e.f.
16th April, 2019.
45
Adani Enterprises Limited
Annexure - B
to the Directors’ Report
Form for disclosure of particulars of contracts/arrangements entered into by the Company with related
parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain arm’s
length transactions under third proviso thereto -
There were no contracts or arrangements or transactions entered into during the year ended 31st March, 2019, which
were not at arm’s length basis.
2. Details of material contracts or arrangement or transactions at arm’s length basis (which may be
deemed not in the ordinary course of business of the Company.)
Name(s) of the Nature of contracts/ Salient terms of the Duration of Date(s) of Amount
related party arrangements/ contracts or arrangements the contracts/ approval by paid as
and nature of transactions or transactions including arrangements/ the Board, if advances,
relationship the value, if any: transactions any if any
Adani Logistics Divestment of Company’s holding of 9,98,28,000 Not applicable 23rd N.A.
Limited, a related (100%) Equity Shares of H 10/- each in Adani Agri February,
party of the Logistics Limited and 50,000 (100%) Equity Shares 2019
Company falling each of H 10/- each in Adani Agri Logistics (Samastipur)
under the joint Limited, Adani Agri Logistics (Darbhanga) Limited and
control i.e. Adani Adani Agri Logistics (Dahod) Limited to Adani Logistics
Group Limited at an aggregate value of not less than approx.
H 943.68 Crore (Rupees Nine Hundred Forty Three
Crore and Sixty Eight Lakhs only) determined on the
basis of independent valuation report.
Name(s) of the Nature of contracts/ Salient terms of the Duration of Date(s) of Amount
related party arrangements/ contracts or arrangements the contracts/ approval by paid as
and nature of transactions or transactions including arrangements/ the Board, if advances,
relationship the value, if any: transactions any if any
Adani Power Divestment of Company’s holding of 50,000 Equity Not applicable 23rd N.A.
Limited, a related Shares of H10/- each constituting 100% of the paid February,
party of the up Equity Capital and 764,28,245 (100%) Compulsory 2019
Company falling Convertible Debenture of H 100/- each in Adani Power
under the joint Dahej Limited; 50,000 Equity Shares of H10/- each
control i.e. Adani constituting 100% of the paid up Equity Capital and
Group 281,53,939 (100%) Compulsory Convertible Debentures
of H 100/- each in Adani Pench Power Limited; and
50,000 Equity Shares of H 10/- each constituting 100%
of the paid up Equity Capital and 119,38,380 (100%)
Compulsory Convertible Debentures of H 100/- each
in Kutchh Power Generation limited to Adani Power
Limited at an aggregate value of H 323.37 Crore (Rupees
Three Hundred Twenty Three Crore and Thirty Seven
Lakhs only), determined on the basis of Independent
Valuation Report.
Note: Above Related Party Transactions were approved by the public Shareholders of the Company through postal ballot
process with 92.34% and 92.16% majority respectively on 28th March, 2019.
Gautam S. Adani
Place : Ahmedabad Executive Chairman
Date : 29th May, 2019 (DIN: 00006273)
47
Adani Enterprises Limited
Annexure - C
to the Directors’ Report
To,
The Members,
Adani Enterprises Limited
I have conducted the secretarial audit of the compliance Foreign Direct Investment, Overseas Direct Investment
of applicable statutory provisions and the adherence to and External Commercial Borrowings;
good corporate practices by Adani Enterprises Limited
v. The following Regulations and Guidelines prescribed
(hereinafter called “the company”). Secretarial Audit was
under the Securities and Exchange Board of India Act,
conducted in a manner that provided me a reasonable
1992 (‘SEBI Act’):-
basis for evaluating the corporate conducts/statutory
compliances and expressing my opinion thereon. a. The Securities and Exchange Board of India
(Substantial Acquisition of Shares and Takeovers)
Based on my verification of books, papers, minute books,
Regulations, 2011;
forms and returns filed and other records maintained by the
Company and also the information provided by the Company, b. The Securities and Exchange Board of India
its officers, agents and authorized representatives during (Prohibition of Insider Trading) Regulations, 2015;
the conduct of secretarial audit, I hereby report that in my
opinion, the Company has, during the audit period covering c. The Securities and Exchange Board of India
the financial year ended on 31st March, 2019 complied with (Issue of Capital and Disclosure Requirements)
the statutory provisions listed hereunder and also that the Regulations, 2009 (Not Applicable to the Company
Company has proper Board-processes and compliance- during the Audit Period);
mechanism in place to the extent, in the manner and
subject to the reporting made hereinafter: d. The Securities and Exchange Board of India
(Share Based Employee Benefit ) Regulation, 2014
I have examined the books, papers, minute books, forms (Not Applicable to the Company during the Audit
and returns filed and other records maintained by Adani Period);
Enterprises Limited (“the Company”) for the financial year
ended on 31st March, 2019 according to the provisions of: e. The Securities and Exchange Board of India (Issue
and Listing of Debt Securities) Regulations, 2008;
i. The Companies Act, 2013 (the Act) and the rules made
thereunder; f. The Securities and Exchange Board of India
(Registrars to an Issue and Share Transfer Agents)
ii. The Securities Contracts (Regulation) Act, 1956 Regulations, 1993 regarding the Companies Act
(‘SCRA’) and the rules made thereunder; and dealing with client;
iii. The Depositories Act, 1996 and the Regulations and g. The Securities and Exchange Board of India
Bye-laws framed thereunder; (Delisting of Equity Shares) Regulations, 2009
(Not Applicable to the Company during the Audit
iv. Foreign Exchange Management Act, 1999 and the Period); and
rules and regulations made thereunder to the extent of
I have also examined compliance with the applicable 3. Passed a Special Resolution for approval of offer or
clauses of the following: invitation to subscribe to Securities for an amount not
exceeding H 5,000 Crores
a. Secretarial Standards issued by The Institute of
Company Secretaries of India. 4. Passed a Special Resolution for Approval of offer or
invitation to subscribe to Non- Convertible Debentures
b. The Securities and Exchange Board of India (Listing
on private placement basis.
Obligations and Disclosures Requirements) Regulations,
2015.
Note: This report is to be read with our letter of even date which is annexed as ‘Annexure-A’ and forms an integral part of
this report.
49
Adani Enterprises Limited
Annexure A
to the Secretarial Audit Report
To,
The Members
Adani Enterprises Limited
1. Maintenance of secretarial record is the responsibility of the management of the Company. Our responsibility is to
express an opinion on these secretarial records based on our audit.
2. We have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the
correctness of the contents of the Secretarial records. The verification was done on test basis to ensure that correct
facts are reflected in secretarial records. We believe that the processes and practices, we followed provide a reasonable
basis for our opinion.
3. We have not verified the correctness and appropriateness of financial records and Books of Accounts of the Company.
4. Where ever required, we have obtained the Management representation about the compliance of laws, rules and
regulations and happening of events etc.
5. The compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibility
of management. Our examination was limited to the verification of procedures on test basis.
6. The Secretarial Audit report is neither an assurance as to the future viability of the Company nor of the efficacy or
effectiveness with which the management has conducted the affairs of the Company.
Annexure - D
to the Directors’ Report
[Information pursuant to Section 197 of the Companies Act, 2013 read with Rule 5(1)
of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]
i) The ratio of the remuneration of each Director to the ii) The percentage increase in the median remuneration
median remuneration of the employees of the Company of employees in the financial year: 8%
for the financial year 2018-19 and the percentage
iii) The number of permanent employees on the rolls of
increase in remuneration of each Director, Chief
Company: 877 as on 31st March, 2019.
Financial Officer, Chief Executive Officer, Company
Secretary in the financial year 2018-19: iv) Average percentile increase already made in the salaries
of employees other than the managerial personnel
Name of Directors / Ratio of % increase in in the last financial year and its comparison with the
KMP remuneration remuneration
percentile increase in the managerial remuneration
to median in the
and justification thereof and point out if there are
remuneration financial year
any exceptional circumstances for increase in the
of Employees
managerial remuneration:
Executive Directors
Mr. Gautam S. Adani 21.16 : 1 4.58 - Average increase in remuneration of employees
Mr. Rajesh S. Adani 42.15 : 1 3.18 excluding KMPs: 8%.
Mr. Pranav V. Adani 30.11 : 1 0.92
Mr. Vinay Prakash1 54.50 : 1 14.89 - Average increase in remuneration of KMPs: 6%
Non-Executive Directors
- KMP salary increases are decided based on the
Mr. Berjis Desai2&3 0.29 : 1 -
Company’s performance, individual performance,
Mr. Hemant Nerurkar3 1.77 : 1 -
inflation, prevailing industry trends and
Mr. V. Subramanian3 1.82 : 1 -
benchmarks.
Mrs. Vijayalaxmi Joshi3 1.62 : 1 -
Mr. Narendra Mairpday 3 1.43 : 1 - v) Affirmation that the remuneration is as per the
Key Managerial Personnel Remuneration Policy of the Company:
Mr. Jatin Jalundhwala N.A. -
The Company affirms remuneration is as per the
Mr. Rakesh Shah4 N.A. -
Remuneration Policy of the Company.
1. Excluding performance incentive.
2. During the year under review, Mr. Berjis Desai
resigned as Director (Non-Executive & Independent)
of the Company w.e.f. 26th June, 2018 due to his
pre-occupation.
3. Reflects sitting fees and commission.
4. Mr. Rakesh Shah was appointed as CFO of the
Company w.e.f. 10th May, 2018 and resigned as CFO of
the Company w.e.f. 16th April, 2019.
51
Adani Enterprises Limited
Annexure - E
to the Directors’ Report
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND
FOREIGN EXCHANGE EARNINGS AND OUTGO
Information as required under Section 134(3)(m) of the Companies Act, 2013 read
with Rule 8(3) of the Companies (Accounts) Rules, 2014 are set out as under:
c) the capital investment on energy conservation • Video Analytics implemented at PEKB for
equipment: Security and Surveillance
Sequential steps are in process for finalizing the • CCTV installation at various locations in plant
planning to ascertain the requirement of additional premises and monitoring, through central
investment and proposals, if any required for security control room.
reduction of consumption of energy.
• Deployment of Mobile App (Mine Shot & One
Budget proposed (Sum of H 38 Lakh) in FY 2019-20 Resource) for daily operational MIS.
for replacement of existing highmast fixture by LED
fixture in phased manner at CHP, Washery & mine. • Deployment of Integrated visitor induction and
management system.
• Installation of Central Plant control & • Surplus mine water after treatment to be
monitoring Room for CHP & Washery through discharged into nearby water bodies for
PLC and SCADA. potable use of nearby villages.
• Installation of Mine water treatment system. • Reduction in power bills for illumination.
• Installation of RO Plant for drinking water • Operational alerts through Mobile dash boards.
purpose.
• Slope stability of OB dumps.
53
Adani Enterprises Limited
(iii) in case of imported technology (imported during C. Foreign Exchange Earnings and Outgo:
the last three years reckoned from the beginning
of the financial year) (H in Crores)
Particulars 2018-19 2017-18
• No Technology imported for conservation of
energy. 1. Foreign exchange 0.11 5.36
earned (including
(iv)
The expenditure incurred on Research and
export of goods on
Development.
FOB basis)
• NIL (Proof of concept to refine/ evaluate new 2. Foreign exchange 9,592.68 7,880.76
technologies in the field of IOT, Visualization, used
Thermal Imaging, Coal Stock management etc.
was done. Expense was incurred by technology
partners)
****
Annexure
to the Directors’ Report
ANNUAL REPORT ON CORPORATE SOCIAL RESPONSIBILITY (CSR)
ACTIVITIES AS PER SECTION 135 OF THE COMPANIES ACT, 2013
1. A brief outline of the Company’s CSR policy, 2. Composition of the CSR Committee:
including overview of projects or programmes
• Mr. Rajesh S. Adani, Chairman
proposed to be undertaken and a reference to
• Mr. Pranav V. Adani, Member
the web-link to the CSR policy and projects or
• Mr. Hemant Nerurkar, Member
programmes:
The Company has framed Corporate Social Responsibility 3. Average net profit of the Company for last
(CSR) Policy which encompasses its philosophy and three financial years:
guides its sustained efforts for undertaking and
Average net profit: H 299.85 Crore.
supporting socially useful programs for the welfare &
sustainable development of the society.
4. Prescribed CSR Expenditure (two percent of
The Company carried out/ implemented its CSR the amount as in item 3 above):
activities/ projects mainly through Adani Foundation. The
The Company was required to spend H 6 Crores towards
Company has identified Primary Education, Community
CSR.
Health, Sustainable Livelihood Development and Rural
Infrastructure Development as the core sectors for CSR
5. Details of CSR spend for the financial year:
activities. The CSR Policy has been uploaded on the
website of the Company at http://www.adanienterprises. a) Total amount spent for the financial year: H 6 Crores
com/investors/investor-download. b) Amount unspent, if any: Nil
c) Manner in which the amount spent during the
financial year is detailed below:
(H in Lakhs)
Sr. Projects/ Activities Sector Location Amount Amount Spent on the Cumulative Amount
No. Sector Outlay project or programs Expenditure spent: Direct
(Budget) (K In Lakhs) Up to or through
Project or reporting implementing
Direct Overheads
Programs Period agency
expenditure
Wise (K In Lakhs)
on projects
(K In
or programs
Lakhs)
55
Adani Enterprises Limited
(H in Lakhs)
Sr. Projects/ Activities Sector Location Amount Amount Spent on the Cumulative Amount
No. Sector Outlay project or programs Expenditure spent: Direct
(Budget) (K In Lakhs) Up to or through
Project or reporting implementing
Direct Overheads
Programs Period agency
expenditure
Wise (K In Lakhs)
on projects
(K In
or programs
Lakhs)
6. In case the company has failed to spend the Health, Sustainable Livelihoods Development and
two percent of the average net profit of the Community Infrastructure Development. A summary
last three financial years or any part thereof: of the major development initiative undertaken by the
Not Applicable Company through Adani Foundation are as under:-
Education
7. The CSR Committee confirms that the implementation
and monitoring of CSR Policy, is in compliance with Adani Vidya Mandir, schools are providing completely
CSR objectives and policy of the company. cost-free quality education to 2,100 meritorious
students from economically weaker section of the
society and are operational in Ahmedabad (Gujarat),
8. Details of CSR programme:
Bhadreshwar (Gujarat) and Surguja (Chhattisgarh). The
The Company firmly believes in enabling sustainable students are provided with free of cost transportation,
and inclusive development of the marginalized and uniform, textbooks, notebooks and meals.
underserved communities. It undertakes these endeavours
Adani Foundation introduced ‘Coding Sandpit’ in AVM,
through Adani Foundation, the CSR, sustainability and
Ahmedabad in partnership with Cambridge University
community outreach arm of Adani Group.
Press, UK. This is the first time in India that a structured
Adani Foundation has been working across 2,250 coding curriculum is being launched in schools.
villages in 18 States of India, creating meaningful
NABET under Quality Council of India (QCI) certifies
impact in the lives of 3.2 million individuals a year. Its
Adani Vidya Mandir, Ahmedabad (AVMA) as the ‘NABET
core areas of focus have been on Education, Community
Accredited School’ thus making AVMA the first cost- Community Health
free school in India and the first private school in
Ahmedabad city to achieve this fete. In Riagarh, our Mobile Healthcare Unit (MHCU) has
been providing free primary healthcare to 18 villages
In Raigarh region, Merit Scholarship Distribution and at their doorsteps, benefitting mostly the poor and
Free Coaching Classes were conducted. Five additional vulnerable, especially women, elders, disabled and
trained teachers were also added in Government children.
Schools to help students do well in challenging subjects
like Science, Mathematics and English. Mega Health Check-up Camp at Khamaria Panchayat
included five specialists in the fields of Pediatric,
Study kits in 18 villages from 14 Panchayats in Raigarh Gynecology, MBBS and Dermatology. Doctors from JMJ
district. Each kit included bag, child-centric books and Hospital & Wockhardt Foundation treated 374 patients.
slates, benefiting 675 kids in 44 Anganwadi centres. Free medicine was dispensed as per prescriptions and
Parents, Anganwadi workers, women & child welfare 18 patients were referred further to the City Hospital.
dept., ICDS Dept. applauded our effort to encourage In another Health Camp, 109 women were attended by
enrollment of kids as well to retain them in the a specialized doctor from JMJ Hospital.
Anganwadi centers.
Free artificial limbs and calipers were presented to
In the tribal hinterland of Godda district in Jharkhand, especially abled villagers through a function organized
Adani Foundation in partnership with the District at village Karwahi of Tamanar Block. Specialists from
Administration and Eckovation Solutions Pvt. Ltd. Jaipur Foot organization supported Adani Foundation
launched Gyanodaya project in August 2018. The in conducting the camp wherein another 35 people
objective was to promote e-learning through Smart received free hearing aids.
Classes. Gyanodaya project covers 157 Government
Schools of Godda district covering 200 villages in Sustainable Livelihood Development
9 blocks, reaching 65,000 students of 8th to 12th
In order to help acquire modern farming skills and
standards.
harvesting techniques, 25 farmers from Khamharia,
Raincoats were distributed to children in 20 schools, Dholnara, Karwahi, Milupara and Mudagaon villages
benefiting 4800 students from 15 villages. The were taken for a two-day training and exposure visit to
objective of the distribution programme was to PNB Farmers welfare Trust Raipur. Experts and agro-
encourage students to attend schools regularly even scientists from the Indira Gandhi Krishi Vidyalaya were
on a rainy day. the resource persons and mentors during the visit.
‘Apna School’ Programme, to provide Competitive A special veterinary camp was organized by Adani
Classes & Coaching, was initiated in the tribal villages Foundation in collaboration with Government
of Nayabad, Gangta, Petbi and Baliakitta benefitting Veterinary Department in village Milupara. As many
233 students. as 658 animals, that included Goats, cows, bullocks,
buffaloes, were provided with free medicines after
On requests from the community, Adani Foundation proper health check-up.
has provided seven experienced and skilled teachers in
Government Schools. This initiative aims to improve the Nation Building through Sports
quality of education in schools by improving student-
Sports kits comprising of football, volley ball, cricket,
teacher ratio and concept building of students in
carom board, rope and disc throw etc. were distributed
subjects like Science and Mathematics benefitting
to more than 50 youth groups & clubs in the villages in
over 1611 students.
Godda district.
Adani supported Ekal Vidyalaya envisages integrated
A Cricket Tournament was held during the year where
and holistic development of rural India, and to take
eight village teams participated. More than 5,000
education to last of the rural & tribal children. Adani
villagers attended the final match.
supported, Shree Sankar Shewa Shamiti, Jharkhand
run Ekal Vidyalaya have commenced classes in 120 Five football tournaments were held at Bangama- Borio,
schools in far reached tribal villages of Sunderpahari Dumarhil- Rajabhittha, Nayabad, Railway Siding villages
and Poraiyahat blocks benefitting over 3000 students. where 16 teams participated in each tournament.
57
Adani Enterprises Limited
The Godda District Net Ball Association was supported the teams had received cricket kits, uniforms, shoes
to organize a championship that the local MLA and all other facilities from Adani Foundation.
inaugurated.
Community Infrastructure Development
On the request of many local youth, a 10-day badminton
tournament was organized at Khantnai village with 32 At time, lack of toilet facilities can deter students,
participants and thousands of spectators. especially girls, from attending school. Three toilet
blocks in Baksara Middle School, Motia High School, and
On the Occasion of Major Dhyanchand’s birth Basantpur Middle School were built and handed over,
anniversary, National Sports Day (29th August) was benefitting 1200 students. Promoting and facilitating
celebrated. Race, Kabaddi, Tug of War, Jalebi Race a culture of cleanliness was also the other objective.
etc. were organized with much enthusiasm and Further, 25 water recharge pits have been dug near the
participation. hand pumps and wells in 12 villages.
Kabaddi Tournament for Men and Women were Renovation and maintenance of hand pumps in the
organized at Tamnar block in Raigarh. During the three- area were taken up with an aim of ensuring 100%
day event, over 320 men and women participants from functioning. In total 210 hand pumps were restored,
18 different villages and showcased their talent with an serving 1866 households. Additionally, 14 deep bore-
average of 6,000 spectators. wells were installed for providing drinking water round
the year.
Adani T-10 Cricket Premier League 2019 was held at
Dholnara village, Raigarh dist. This year, the villagers
had formed a “Cricket Organizing Committee” and Gautam S. Adani Rajesh S. Adani
taken the responsibility of running the tournament. All Executive Chairman Chairman- CSR Committee
****
Annexure
to the Directors’ Report
MANAGEMENT DISCUSSION AND
ANALYSIS REPORT
Indian Economic Overview Industry Overview
The Indian economy grew at 6.8% during FY19 buoyed by Coal Business
a strong recovery in investment and robust consumption
The coal production in India increased by 8% reaching
along with improvement in monetary and fiscal policy.
730 Million Tonnes (“MT”) during April to Mar 2019, from
Further, the index of industrial production grew firmly,
675 MT in corresponding period of the previous year. Further,
owing to sturdy demand for capital equipment, construction
the country’s coal imports also jumped by ~9% to 233.6 MT
goods, and consumer durables. Initiatives taken by the
in FY19 against 214.6 MT in FY18. The thermal coal imports
Government towards reduction of GST rates for some real
also grew by 19% reaching 171.9 MT in FY2018, the highest
estate activities also provided a boost to the industry.
since 2014. This growth in coal imports is largely attributed
However, a slight contraction in crude oil and natural gas
to constraints on petroleum coke consumption, a cheaper
production offset the strong growth in the coal output,
substitute of coal off-set by rising demand from cement
resulting in mining sector growing by a meagre 1.2%.
and small and medium-scale industries in India.
The gross capital formation demonstrated a growth of
India is one of the world’s largest consumers of coal and the
10% and was sustained by a strong growth in Central
rising import of fuel is resulting in significant increase in
Government capital expenditure, which rose by 20.30%
trade deficit, urging the Government to invest in developing
as investment in roads, railways, and urban infrastructure
more domestic resources. In order to boost the growth of the
remained strong. In addition, the capital spending by public
industry, Government also increased the allocation towards
sector enterprises posted a growth of 05.50%.
exploration of coal and lignite from 7.82 billion in the previous
The series of actions and initiatives have been taken to budget to H 8.2 billion in interim budget 2019-20. During the
improve the business climate and to liberalize the Foreign year, the Government allocated 85 new coal mines in the
Direct Investment (FDI). Reflecting the cumulative actions, country with a view to increase the production of coal in
India jumped 30 spots on the World Bank’s Ease of Doing the country. This is expected to yield result in the form of
Business rankings brightening medium-term growth higher output in the next year. Further, the Government
prospects. This has been validated in the form of a sovereign also plan to add 10 more mines in the coming year. (Source:
ratings upgrade, the first in 14 years. The major focus Economic Times)
area for policy maker would remain stabilizing the GST,
completing the twin balance sheet actions and staving off Airports
threats to macro-economic stability. Further, revived rural
In 2018, India was the fastest growing domestic air travel
consumption, persistent growth in private investment as a
market witnessing a growth in number of people flying within
result of improved bank and corporate balance sheets, more
the country from 117 million in 2017 to 139 million in 2018,
competitive domestic firms and less strain from net exports
reflecting a growth of 18.6%. Further, domestic air passenger
will lead to a significant growth in the Indian economy.
8.5 4.7
(Percentage)
Aug-18
Mar-18
Nov-18
Dec-18
Sep-18
Mar-19
Feb-18
Feb-19
Jun-18
Oct-18
Jan-18
Jan-19
Apr-18
Jul-18
5.5
3QFY17
4QFY17
3QFY18
4QFY18
3QFY19
4QFY19
1QFY17
1QFY18
1QFY19
2QFY17
2QFY18
2QFY19
59
Adani Enterprises Limited
volume also increased 14.27% to 126.8 million in FY19 over and 2018. Further, the policy and regulatory environment for
the previous year. The cumulative traffic of domestic carriers Public Private Partnership (PPP) in India also experienced
stood at 171.3 million for FY19, posting a growth of 14.25%. continuous improvement on account of revival of stuck
If the trend continues, India would become one of the top projects, faster dispute resolution, availability of funding
aviation hubs by 2040. The passenger traffic is expected to (through multilateral agencies and bonds), large scale
grow six-fold to around 1.1 billion. India has one of the largest programmes like Bharatmala, UDAY, UJALA, UDAN etc. and
aircraft order books currently with pending deliveries of over schemes like INViTs and REiTs.
1000 aircraft.
In the coming years, roads and railways are expected to
This growth is being driven by a growing economy, rising hold a larger share of the total investment pie. Construction
incomes, intense competition among airlines and a supportive sector is expected to ramp up to 32 km per day by 2020 on
policy environment. The National Civil Aviation Policy (NCAP account of NHAI’s sharp focus on award of projects under
2016) signaled the Government’s intent to radically alter the the Bharatmala programme. For railways, electrification,
sector’s growth trajectory. NCAP’s flagship program - Regional station development and port connectivity projects are
Connectivity Scheme (RCS or UDAN) is taking flying to the expected to continue offering large opportunities. Metro
masses by offering subsidised fares as low as USD 35 for a one will also continue to offer EPC opportunities to various
hour flight. Initiatives like Nabh Nirman (for airport capacity construction players, as more than 25 cities in India are
augmentation), Digi Yatra (for paperless travel) and AirSewa anticipated to have metro rail networks in the coming
(for online passenger grievance redressal) etc. are bringing in years. (Source: Economic Times, Interim Budget 2019-20).
radical changes. India may have around 190-200 operational
airports in 2040. Its top 31 cities may have two airports and
the cities of Delhi and Mumbai three each. The incremental
land requirement is expected to be around 150,000 acres and
the capital investment (not including cost of acquiring land) is
27 km/day
19,000
YoY Growth (%) in air travel markets (2018 over 2017)
18.6 K crore
11.7
9
K 83,016 crore
5.1 4.8
Allocation to the highways sector under the Interim Budget
for FY 2019-20
3,01,866
Water
K crore
As per the United Nations World Water Development Report
2019 (WWDR), nearly 2.1 billion people still do not have Allocated towards defence sector in the Interim Budget
access to clean and readily available drinking water and that 2019-20
up to 4.3 billion are without access to safe sanitation. It has
underlined that fulfilling the human rights to safe drinking Share of Defence Services in Interim Defence Budget
water & sanitation for all can also significantly contribute to 2019-20
achievement of the broad set of goals of the 2030 Agenda
6%
for Sustainable Development. The report found that by the 0%
year 2050, 45% of global gross domestic product and 40% of
global grain production will be threatened by environmental
23%
damage and lack of water resources.
56%
As compared to the global context, scenario in India is not
too different. India has 4% of the world’s water resources
and a disproportionate 17% of world’s population. Water
leads to cultural, social, economic development of India. Army, 167593
Navy, 45368
More than 60% of India’s irrigated agriculture land and 85% Air Force, 68949
of drinking water supplies are dependent on groundwater OFs, 935
supply. Agriculture in India is the prime user of freshwater 15% DRDO, 19021
with a share of 80% followed by industry & domestic
applications. As per United Nation, any region with annual
water availability of 1700 cubic meter per person is water
stressed region. In India, about 13 states spanning around Solar Panel Manufacturing
300 districts face water stress.
India has witnessed a substantial growth in power
Foreseeing the need, Indian Government increased generation in the past few years. Out of electricity produced
2019-20 budget allocation to water and sanitation to around in Q1 2019, solar power accounted for over 11.4 BUs which
H 21,000 Crore including Swachh Bharat Mission (SBM) & reflects a growth of 34% YoY from 8.5 BUs generated in Q1
National Rural Drinking Water Programme (NRDWP). So far, 2018. During the year, about 39.2 BUs of solar power was
as many as 30 projects in 17 packages have been identified produced, recording a growth of 52% from production in
to be awarded under the HAM scheme with total value of FY18. The sector imported solar modules and cells worth
the projects is to the tune of H 101,115 crore. nearly H 184.6 billion during 2018, a decline of 37% from
H 269 billion in 2017. This decline is largely attributed to
Defence Industry demand slowdown due to withdrawal of tax incentives and
imposition of safeguard duty.
The defence sector is one of the most important sector in
India. It has been doubling the exports since three years and During the year, the sector faced several headwinds such as
is estimated to have crossed the value of H 10,000 crore imposition of safeguard duty on imported PV modules, falling
by March 2019. This growth in export from H 1,500 crore tariffs and continuous fall of the Indian rupee against the US
in FY2017 to H 10,000 in FY19 has been possible due to dollar. The depreciation in the Indian currency is also likely
Government reforms which has made it easier for the private to augment the capital cost of solar power projects by 20-
players to enter the industry. Further, since the liberalisation 25%, although its impact has been partly set off by decline
of FDI in the sector, there has been nearly H 4000 crore of in the PV module prices by about 20% since June 2018.
investment in the sector. Also, since Launch of Make in India Also, implementation of recent policy initiatives such as rise
initiative in 2014, the defence ministry has undertaken a in share of renewable purchase obligation for states and
number of initiatives in order to promote indigenous defence waiving of inter-state transmission charges for solar projects
manufacturing. This includes defence procurement process, contributes to faster capacity addition in the sector.
industrial licensing, foreign direct investment, exports and
innovation. Further, in the previous year, 2 new defence The sector is anticipated to grow in the coming fiscal owing
corridors were also set up with the aim to increasing defence to capacity addition, favourable policy push and increasing
production to H 1,70,000 crore by 2025. demand for fossil fuel based energy. Further, the sector is
also anticipated to witness a heightened technology-led
growth. Technological innovation, being at the centre of
61
Adani Enterprises Limited
solar power development in India, is also anticipated to boost domestic demand and consumer preference for quality.
the sector with the help of several important tools such as However, palm oil will continue to be the largest imported
floating solar, energy storage and flexible modules. (Source: vegetable oil because of its price advantage, the price
Mercom India Research, Economic Times, The Hindu, Energy sensitivity among low-income population, consumption
World) growth in the fast moving consumer goods sector, blended
vegetable oil segments, and increasing out-of-home
consumption. Overall, vegetable oil consumption in India
100 GW
will grow significantly with CAGR of 3% to exceed 34 mn
tones by 2030. The packaged branded edible oil sector
in retail currently accounts for 40% of total edible oil
GoI’s target of generating solar power by 2022
consumption and will continue to grow between 6% to 8%
annually over next five years.
2009-10
2010-11
2011-12
2012-13
2013-14
2014-15
2015-16
2016-17
2017-18
2018-19
4,000
2,000
Q1 2018 Q2 2018 Q3 2018 Q4 2018 Q1 2019 Indian Edible Oil Import Refined Oil as % of Total Oil Imported
(Jan-Mar) (Apr-Jun) (Jul-Sep) (Oct-Dec) (Jan-Mar)
Data From CEA Source: Mercom India Research (Source: The Soybean Processors Association of India)
The Company’s continued focus on infrastructure and Integrated Coal Management (ICM)
energy verticals is expected to continue to drive its
performance and the company remain committed to Adani group (“group”) has evolved as a diversified
maintaining high operating standards. The Company has conglomerate based in India having global operations
registered improved financial performance on the back of with primary interests in energy sector while the Company
its strong operational performance across key businesses. continues to operate as the flagship company of the group.
Group was primarily involved in coal logistics business
Key Highlights of the Company’s consolidated performance and gradually it has backward integrated its operations in
for the year are as under. domestic and overseas coal mining through the Company
along with forward integration in ports, logistics, power
• Consolidated Income from Operations increased by 12% generation and transmission through various other group
to H 40,379 Crores in FY 19 vs H 35,924 Crores in FY 18 companies.
• Consolidated EBIDTA was H 2,541 Crores in FY 19 vs The Company has maintained the status of being the
H 2,626 Crores in FY 18 largest Trader and Importer of Thermal Coal in India during
the financial year 2018-19 and maintained its market
• Consolidated PAT for FY 19 was H 717 Crores vs H 757
share. However, the business saw a decline in the volume
Crores in FY 18
pertaining to the supplies made to various States or Central
The Company has demonstrated strong performance across owned Electricity Boards. This segment continues to
Integrated Coal Management, Mining & Services, Solar struggle amidst increased domestic production and power
Manufacturing and Agro vertical in spite of rising exchange generation scenario in the country.
rates and competition.
During the last quarter of FY 19, there were some
Operational Performance improvement in the supplies to various States or Central
owned Electricity Boards. Most of the Central and State
The Company remains committed to play an enhanced owned Electricity Boards have come up with the tenders
role in Nation Building. As an incubator, it focuses on for the procurement of imported coal for their respective
establishing new businesses in infrastructure in the energy plants. Furthermore, the Company is expanding efforts
sector. The Company has achieved this consistently since in capturing higher market share in steel, cement and
1994 when it was listed. Post which, various businesses other sector by venturing into the retail segment to cater
were demerged from the Company and/or independently specific local market in different geographies. In addition,
listed on the Indian stock exchanges. the company has started to provide logistic solutions for
coastal movement of domestic coal under the ambit of
During the year under review, the performance of the
SAGARMALA.
Company is encouraging. The Company has been leading
across all the fronts and maintained better than industry The Company with its established business relations with
performance. We remain focused on executing our strategy coal suppliers of Indonesia, Australia and South Africa has
and increasing momentum of our businesses across the key evolved as India’s largest coal importer for non-coking coal
sectors for long term, sustainable growth. catering to the requirement of both private and PSU clients.
The Company has consolidated its position in coal trading
Key highlights of the Company’s consolidated operational
business during the last decade and has developed strong
performance for the year is as under -
business relationships with miners in Indonesia, Australia
• Integrated Coal Management volumes stood at 67.45 and South Africa for procurement of imported coal. The
Million Metric Tons (“MMT”). Company continues to look at opportunities to develop
business relations with the new miners, which will lead to
• Mining and Services business dispatch volumes stood timely delivery of coal.
at 12.13 MMT.
The Company has developed business relationship with
• Solar Module manufacturing volumes was 637 Mega diversified customers across various end-user industries. It
Watt (“MW”). enjoys major share in domestic PSU tendering business. It
imports coal through all the major ports of India, which saves
the logistic cost and ensures timely delivery to its customers.
63
Adani Enterprises Limited
Mining and Services • Parsa East and Kanta Basan Coal Block
Domestic Mine Development and Operations (“MDO”) Rajasthan Rajya Vidyut Utpadan Nigam Limited
(“RRVUNL”) has been allocated the Parsa East and Kanta
Our coal mining business involves mining, processing, Basan Coal Blocks (PEKB) in Chhattisgarh. RRVUNL has
acquisition, exploration and development of mining assets. entered into a Coal Mining and Delivery Agreement with
Parsa Kente Collieries Limited (PKCL) [a Joint Venture
In India, as a part of the public private partnership model,
Company of RVUNL and the Company] appointing PKCL
Government / Public sector companies including State
as Sole Mining Contractor. PKCL as Mine Developer and
Gencos (State Electricity Boards), which are allotted Coal
Operator of PEKB is undertaking development, mining,
Blocks, appoint a Mine Developer and Operator (“MDO”) to
beneficiation of coal, arranging transportation and
undertake all activities relating to the development and
delivery of washed coal to end use power projects of
operations of a Coal Block allotted. After Hon’ble Supreme
RRVUNL. The project commenced Mining Operations
Court’s 2014 order leading to cancellation of earlier Coal
and dispatch of coal to Thermal Power stations of
Block allotment, Ministry of Coal passed and notified The
RRVUNL in March 2013. For Financial Year 2018-19, Raw
Coal Mines (Special Provisions) Act, 2015. As per new Act,
coal Production was 15 MMT, Washed coal Production
coal mines are being auctioned and allotted. Many of the
was 12.0 MMT and Washed coal dispatch to Thermal
Government / Public sector companies who were allotted
Power Plants of RRVUNL was 12.1 MMT.
coal blocks have published tenders for selection of MDO
and are at various stages of bid processes and subsequent • Kente Extension Coal Block
award of tender. The Company has participated widely in
such tenders to secure long term MDO contracts in the RRVUNL has been allocated the Kente Extension Coal
last financial year. In FY 2018-19, AEL has successfully Block at Chhattisgarh. RRVUNL has entered into a
entered into long term MDO contracts of Suliyari Coal Coal Mining and Delivery Agreement with Rajasthan
Block and Bailadila Deposit 13 Iron Ore Mine allocated to Collieries Limited (RCL) [a Joint Venture Company
Andhra Pradesh Mineral Development Corporation Ltd. of RVUNL and the Company] appointing RCL as Sole
(APMDC) and NCL (NMDC-CMDC Ltd.) respectively through Mining Contractor. RCL as Mine Developer & Operator
competitive bidding process. Further, many of the other of Kente Extension Coal Block will be undertaking
tenders are at advanced stage of getting concluded. development of the Coal Block, mining, beneficiation
of coal and arranging for transportation and delivery
Moreover, Ministry of Coal is also in process of opening up of coal to end use power projects of RRVUNL. The Coal
commercial coal mining for private sector in phased manner, Block is under development stage.
which could be further opportunity for the Company to
leverage its mining capabilities and coal trading experience. • Parsa Coal Block
The Company has been appointed as MDO and is RRVUNL has been allocated the Parsa Coal Block at
undertaking activities relating to the development and Chhattisgarh. RRVUNL has entered into a Coal Mining
operations of certain Coal Blocks in India. The outlook for and Delivery Agreement with Rajasthan Collieries
the sector remains positive. Limited (RCL) [a Joint Venture Company of RVUNL
and Adani Enterprises Limited] appointing RCL as Sole
DOMESTIC COAL PRODUCTION (MMT) Mining Contractor. RCL as Mine Developer & Operator
of Parsa coal block will be undertaking development
of the Coal Block, mining, beneficiation of coal and
16.00
15.00 arranging for transportation and delivery of coal to end
14.00
12.00 use power projects of RRVUNL. The Coal Block is under
10.00
6.27 8.33 development stage.
8.00
6.20
6.00 • Gare Pelma Sector-III Coal Block
3.44
4.00
1.20
2.00 Chhattisgarh State Power Generation Company Ltd.
(CSPGCL) has been allocated the Gare Pelma Sector-
13-14 14-15 15-16 16-17 17-18 18-19
III Coal Block at Chhattisgarh for captive use in their
ROM Coal Production Thermal Power Plant in the State of Chhattisgarh.
CSPGCL has appointed Gare Pelma III Collieries Limited Operation, Mining and delivery of iron ore to NCL.
(GPIIICL), a wholly owned subsidiary of the Company, as NCL has entered into an Iron Ore Mining Services
Mine Developer and Operator (MDO) for Development, Agreement with the Company on 6th December, 2018.
Operation, Mining and delivery of coal to end use power The Company as Mine Development & Operator of
project of CSPGCL. CSPGCL has entered into a Coal Mine Bailadila Deposit-13 Iron Ore Mine will be undertaking
Services Agreement with GPIIICL on 16th November, development of the Iron Ore Block, mining, loading,
2017. GPIIICL as Mine Development & Operator of transportation and delivery of iron ore to delivery point.
Gare Pelma Sector III Coal Block will be undertaking The Iron Ore mine is under development stage.
development of the Coal Block, mining and arranging
for transportation and delivery of coal to end use power • Gare Palma Sector I Coal Block
projects of CSPGCL. The Mine Opening Permission of
Gujarat State Electricity Corporation Limited (GSECL)
the Coal Block was obtained on 26th March, 2019 and
has been allocated the Gare Pelma Sector - I Coal
overburden removal commenced on 28th March, 2019.
Block at Chhattisgarh for captive use in their Thermal
• Talabira II & III Coal Block Power Plants in the State of Gujarat. GSECL has issued
conditional Letter of Acceptance (LoA) to Consortium
NLC India Limited (NLCIL) has been allocated the of the Company and Sainik Mining and Allied Services
Talabira II & III Coal Block at Odisha for captive use in Limited having 74% and 26% stake respectively on
their Thermal Power Plant. NLCIL has appointed Talabira 15th December, 2018 for Development, Operation,
(Odisha) Mining Private Limited (TOMPL), a subsidiary Mining and delivery of coal to end use power projects
of the Company, as Mine Developer and Operator of GSECL. Coal Mine Services Agreement between the
(MDO) for Development, Operation, Mining and delivery AEL-SMASL Consortium and GSECL is yet to be signed.
of coal to NLCIL. NLCIL has entered into a Coal Mining
Agreement with TOMPL on 23rd March, 2018. TOMPL as • Gare Palma Sector II Coal Block
Mine Development & Operator of Talabira II & III Coal
Maharashtra State Power Generation Co. Ltd.
Block will be undertaking development of the Coal
(MAHAGENCO) has been allocated the Gare Pelma
Block, mining, loading, transportation and delivery of
Sector-II Coal Block at Chhattisgarh for captive use in
coal to delivery points. The Mine Opening Permission
their Thermal Power Plants in the State of Maharashtra.
of the Coal Block was obtained on 29th March, 2019 and
MAHAGENCO has issued conditional Letter of
overburden removal commenced on 31st March, 2019.
Acceptance (LoA) to the Company on 25th February, 2019
• Suliyari Coal Block for Development, Operation, Mining and delivery of
coal to end use power projects of MAHAGENCO. Coal
Andhra Pradesh Mineral Development Corporation Mine Services Agreement between the Company and
Limited (APMDC) has been allocated the Suliyari Coal MAHAGENCO is yet to be signed.
Block at Madhya Pradesh for commercial mining of
coal. APMDC has appointed the Company as Mine • Gidhmuri Paturia Coal Block
Developer and Operator (MDO) for Development,
Chhattisgarh State Power Generation Company Ltd.
Operation, Mining and delivery of coal to APMDC.
(CSPGCL) has been allocated the Gidhmuri Paturia Coal
APMDC has entered into a Coal Mining Agreement
Block at Chhattisgarh for captive use in their Thermal
with the Company on 8th March, 2018. The Company as
Power Plants in the State of Chattisgarh. CSPGCL
a Mine Development & Operator of Suliyari Coal Block
has appointed the Company as Mine Developer and
will be undertaking development of the Coal Block,
Operator (MDO) for Development, Operation, Mining and
mining, loading, transportation and delivery of coal to
delivery of coal to CSPGCL. CSPGCL has entered into a
delivery points. The Coal Block is under development
Coal Mining Agreement with AEL-SMASL Consortium
stage.
on 2nd May, 2019. AEL-SMASL Consortium as Mine
• Bailadila Deposit – 13 Iron Ore Mine Development & Operator (MDO) of Gidhmuri Paturia
Coal Block will be undertaking development of the Coal
NCL (NMDC-CMDC Limited) is the Mining Lease holder Block, mining and arranging for transportation and
of Bailadila Deposit-13 Iron Ore Mine in the State of delivery of coal. The Coal Block is under development
Chhattisgarh. NCL has appointed the Company, as stage.
Mine Developer and Operator (MDO) for Development,
65
Adani Enterprises Limited
Coal Mining in Indonesia • The Company will also focus on select EPC projects
which can offer scale and complexity in terms of the
PT Adani Global, Indonesia a wholly-owned step down nature of work and technology requirement and which
subsidiary of the Company, has been awarded coal requires the developer to leverage its project execution
mining concessions in PT Lamindo Inter Multikon and capabilities to create a differentiated value in the
PT Mitra Niaga Mulia (step down subsidiaries) in Bunyu industry.
island, Indonesia from which coal is used for the captive
consumption in power projects. • Having multiple infrastructure businesses established
across different states in India, we would like to
The Bunyu Mines has Joint Ore Reserves Committee (JORC) leverage our local presence and expertise in project
compliant resource of 269 Million Metric Tonnes (MMT) management to build synergies for our Road, Metro &
for both the mines (i.e. combined). Production from both Rail Infrastructure development.
the mines (combined) during the year 2018-19 has been at
4.9 Million Metric Tonnes (MMT). • In addition, the Company would be focusing on in-organic
growth through Mergers and Acquisition, where we will
Coal Mining and related Infrastructure in Australia look out for good assets which offer clear visibility of
cash flows and are available at attractive valuations.
Our wholly owned step down subsidiaries in Australia have
100% interest in the Carmichael coal mine in the Galilee • The Company and its wholly owned subsidiary, Adani
Basin in Queensland, Australia. Transport Ltd. have already bagged three Hybrid
Annuity Road Projects from NHAI which are under
During the year ended 31st March, 2019, the Group has been
various stages of development/execution.
working on the negotiation of key contracts and redesign
of project delivery strategies. Further, apart from working Water
through the approval of management plans and other
similar approvals, the Group has been responding to legal Water, a basic necessity, is a scarce resource. India which
challenges brought with respect to decisions already made accounts for 17% of world population has access to only 4%
by relevant authorities. of fresh water resources. Lack of holistic policy for water
resource management has resulted in increasingly acute
Road, Metro and Rail crisis being faced in various parts of the country.
To contribute towards Nation Building and infrastructure Realizing the above, Government of India has taken a
development, the Company intends to tap the opportunities path breaking step forward by amalgamating various
in the road, metro & rail sector by developing national Government department & ministries into a centralized Jal
highways, expressways, tunnels, metro-rail, railways, etc. Shakti Ministry.
Adani group has a successful track record of nurturing
businesses in the transport infrastructure and is confident Adani Group, too, foreseeing the massive need for water
of positioning itself as dominant player in the road, metro infrastructure capacity augmentation in the country has
and rail sector. The group has developed several railway decided to focus on this business segment. The Group has
lines in India and abroad. Adani owns the longest private taken the first step by bagging the prestigious waste water
railway lines of about 300 km in India. These private rail treatment, recycle and reuse project at Prayagraj under the
lines are connected to our ports, mines and other business National Mission for Clean Ganga Framework. The Group
hubs to ensure seamless cargo movement. proposes to build upon this in the coming year by exploring
more such opportunities. In addition to this, the Group will
• The Company will focus on projects across pan-India also explore opportunities in the desalination water space
initiated by National Highways Authority of India wherein projects for desalination of sea water/brackish
(NHAI) under Bharatmala Pariyojana, etc. and Ministry water shall be taken up to produce portable water for
of Road Transport and Highways (MORTH), Ministry of consumption of general public/ industrial purpose.
Railways, Metro Corporations of the various States and
any other projects under the purview of the Central or Defence
State Authorities and Agencies.
In continuation of its vision of nation building, the Company
• As a developer, the Company will primarily target PPP ventured into Defence & Aerospace in 2017 with its
projects structured in Build-Operate-Transfer (BOT), commitment towards the national security agenda. The
Toll-Operate-Transfer (TOT) & Hybrid-Annuity Mode intent has been to play an instrumental role in helping
(HAM) models.
transform India into a destination for world class defence • The Company inaugurated a state-of-the-art Aerospace
and aerospace manufacturing, aligned to the Make in Park in Telangana, Hyderabad in December 2018. The
India initiative; thus helping India become self-reliant in its 20 acre sprawling park which houses the Adani-Elbit
defence and security needs. UAV facility shall be a plug and play facility for MSMEs
to set up Tier –I and Tier – II facilities catering to Indian
Modernization of capital equipment has been a key agenda as well as Global OEMs.
of the Indian Armed Forces with the total planned spend
over the next 10-15 years estimated at around US$255bn • The Company inaugurated a 50,000 sq. ft. state-of-the-
across the three services. With the Make in India initiative, art UAV manufacturing facility in Telangana, Hyderabad
the Government has placed a key emphasis on reducing the in partnership with Elbit Systems of Israel in December
dependence on imports and build indigenous capabilities 2018. This is India’s first UAV manufacturing facility and
to facilitate job creation and high end skills development. the first outside Israel to manufacture the Hermes 900
In addition, the supply which was predominantly met by Medium Altitude Long Endurance UAV. The factory has
the Defence Public Sector Undertakings (DPSU’s) has been started operations with the manufacturing of complete
insufficient to meet the modernization needs and hence, carbon composite aero-structures for Hermes 900,
there has been a call to the private sector to support followed by Hermes 450, catering to the global markets
the design, development and manufacturing of defence and will be further ramped up for the assembly and
equipment and develop a robust ecosystem where the integration of complete UAVs.
public and private sector can co-exist.
Solar Manufacturing
Adani Group has a strong track record of delivering
mega projects and has been working effectively with The Company has set up a vertically integrated Solar
the global partners. In each of the businesses across Photovoltaic Manufacturing facility of 1.2 GW Capacity
ports, power generation, power transmission, airports, along with Research and Development (R&D) facilities
it was a culmination of the national agenda, long term within an Electronic Manufacturing Cluster (EMC) facility
opportunity untapped by the private sector and the in Mundra Special Economic Zone (SEZ). The state-of-
inherent inefficiencies of the public sector enterprises; the art large-scale integrated manufacturing plant to
a story playing in defence and aerospace in India as well. produce Silicon Ingots/wafers, Silicon Solar Cells, Modules
the company is well-positioned to build the long term and support manufacturing facilities that includes EVA,
capabilities especially at the platform level, working along Back-sheet, Glass, Junction box and Solar cell and string
with global partners in delivering defence equipment for interconnect ribbon.
the Indian Armed Forces. the Company has established a
At 1.2 GW of production, this plant is the largest vertically
robust ecosystem of capabilities which will help deliver
integrated producer of Solar Cells and Modules in India
projects of critical importance for the Indian Armed Forces
and well supported by manufacturing units of critical
as well as in the civil sector. Some of the highlights of the
components designed to achieve maximum efficiency in
business are mentioned below :
the Indian market. This Solar PV manufacturing facility
• The Company shall focus on building design and within EMC facility is the first to be located in an SEZ under
development capabilities for large and complex the M-SIPs scheme under which the investment by MSPVL
platforms like fighter aircraft, helicopters, unmanned has been approved.
aerial vehicles etc. The focus shall stay on playing
The state-of-the-art manufacturing facility with multilevel
the role of a System Integrator and nurture the
infrastructure is optimized for scaling up to 3 GW of
MSMEs ecosystem in the country through strategic
modules and cells under a single roof. The unit is located
investments and acquisitions for tier 1 and tier 2
in one of the world’s largest Special Economic Zone at
capabilities. The Company is a compelling candidate
Mundra, Gujarat and hence plays host to the entire solar
for being declared a strategic partner in the Naval
manufacturing ecosystem from Polysilicon to modules,
Utility Helicopters project for the Indian Navy under
including ancillaries and supporting utilities. MSPVL is
the Strategic Partnership Model.
facilitating the thrust of Government of India’s “Make in
• The Company has developed critical Tier I and Tier II India” concept through its various measures of 12 GW CPSU
capabilities through its investments in MSMEs like scheme, KUSUM scheme etc. to achieve its target of 100
Alpha Design Technologies Limited, Comprotech and GW by 2022.
Autotech across avionics, structures, system design
and precision machining.
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Adani Enterprises Limited
The cutting-edge technology, with machines and equipment Pradesh is now getting launched at multiple locations
sourced from the best in class producers, aim to help in cost throughout the country. Adding to its pulses and besan
leadership, scale of operations and reliability standards as basket, AWL has also launched ‘Fortune Arhar Dal’ and
per global benchmarks. ‘Fortune Khaman Dhokla Besan’ in the selected regions and
has started receiving good response. AWL has spent heavily
during the year on advertising and promotion for Biryani
4500+
Classic Basmati Rice by coming up with a new commercial
featuring prominent actors- Akshay Kumar & Twinkle
man years
Khanna.
Total experience of the team engaged in solar manufacturing
As a socially responsible organisation, AWL pays attention
business
in safeguarding of environment and has taken a step
forward by launching India’s 1st recyclable packaging of
12+ 637
edible oil pouches. It has also started the process to collect
PHDs MW modules plastic waste of its consumer products in the state of
Maharashtra and is rapidly moving towards other states of
Working on product Production volume during the country. AWL, in association with Adani Foundation, the
development and research FY19 CSR arm of Adani group had launched SuPoshan program,
in the segment a step towards eradicating malnutrition and anemia from
the country. This project received prestigious CSR Award
during the 53rd SKOCH Summit, Dainik Jagran CSR Awards
K 37 Crores 900+ MW
for contribution in health category and was also bestowed
with Silver Rank by ACEF Asian Leadership Awards under
Best Public Health Initiative category.
EBITDA as on 31st March, Size of order book as on
2019 31st March, 2019 “Fortune” being India’s No. 1 brand has once again been
awarded the prestigious Superbrands award 2018 and has
also been voted as the winner of “Reader’s Digest Trusted
Agro Brand Award” in Gold category. Further, AWL has also been
recognized as “India’s Best Companies to work for” by the
Adani Wilmar Limited Great Place to Work Institute, India.
The Company entered the edible oil refining business Adani Agri Fresh Limited
through a 50:50 joint venture company, Adani Wilmar
Limited (AWL) with Singapore’s Wilmar group. In edible oil Adani Agri Fresh Limited (AAFL), a wholly owned subsidiary
and agro commodities business, the Company has continued of the company has pioneered the establishment
to maintain its leadership position with its “Fortune” brand of integrated storage, handling and transportation
and contributes to lead the refined edible oil market. infrastructure for Apple in Himachal Pradesh. It has set up
modern Controlled Atmosphere storage facilities at three
AWL takes pride in being one of India’s fastest growing food locations, Rewali, Sainj, and Rohru in Shimla District. The
FMCG companies. With a 19.2% market share and growth of Company has also set up a marketing network in major
7% in Refined Oil Consumer Pack (ROCP) category (Source: towns across India to cater to the needs of wholesale, retail
Nielsen Retail Monthly Index March 2018 report), “Fortune” and organized retail chain stores. The Company which is
continued to be the undisputed leader among edible oil marketing Indian fruits under the brand name FARM-PIK,
brands in India with largest variety of oils under a single has expanded its footprint in the branded fruit segment.
brand name. The Company also imports Apple, Pear, Kiwi, Orange, Grapes
etc. from various countries for sale in India.
To strengthen its foothold in the food business, AWL is
leaving no stone unturned in coming up with new products The production of apple during the financial year 2018-19
giving boost to its already flourishing product basket. The was impacted due to huge hail storm across the growing
company is determined to reach more & more households belts in Himachal Pradesh. Hence, the availability of good
in the country with its quality products. ‘Fortune Chakki quality apple for CA storage was limited. On the other
Fresh Atta’, which was launched last year in NCR and Uttar hand, apple production in Washington State and European
countries was good. The Government of India had banned During F.Y 2018-19, the Company bought 15776 MT of Indian
the import of apple from China in 2017. Due to all the above apple valued H 82 Crores and Imported 3653 MT of various
factors, there was heavy competition from the trade to fruits, valued at H 40 Crores. The Company sold 17,798 MT
purchase apple for CA storage and hence the price of apple of domestic apples and 3653 MT of imported fruits Total
was high during the procurement period. valued at H 207 Crores.
Details of Significant Changes in the Key Financial Ratios & Return on Net Worth
Pursuant to amendment made in Schedule V to the SEBI Listing Regulations, details of significant changes (i.e. change of
25% or more as compared to the immediately previous financial year) in Key Financial Ratios and any changes in Return on
Net Worth of the Company (on standalone basis) including explanations therefore are given below:
Risk Mitigation The Company is subject to risks arising from interest rate
fluctuations. The Company maintains its accounts and
The Company is exposed to business risks which may reports its financial results in rupees. As such, the Company
be internal as well as external. The Company has a is exposed to risks relating to exchange rate fluctuations.
comprehensive risk management system in place, which The Corporate Risk Management Cell works with the
is tailored to the specific requirements of its diversified businesses to establish and monitor the specific profiles
businesses, is deployed, taking into account various factors, including strategic, financial and operational risks.
such as the size and nature of the inherent risks and the
regulatory environment of the individual business segment We believe that our multi-location operations also allow us
or operating company. The risk management system to leverage the competitive advantages of each location to
enables it to recognize and analyze risks early and to take enhance our competitiveness and reduce geographic and
the appropriate action. The senior management of the political risks in our businesses.
Company regularly reviews the risk management processes
of the Company for effective risk management.
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Adani Enterprises Limited
As a follow-up, services have strengthened organization • MA&AS department prepares Risk Based Internal Audit
structure, KRAs of key roles, operational processes and scope with the frequency of audit being decided by
delegation of authority. Besides, the governance framework risk ratings of areas / functions. Risk based scope is
for Services has been also strengthened to sharpen focus discussed amongst MA&AS team, functional heads /
on agreed priorities and monitoring progress. process owners / CEO & CFO. The audit plan is formally
reviewed and approved by Audit Committee of the
Integral part of the service transformation program Board.
is competency development in each of the service.
Accordingly Services are in the process of refining the • The entire internal audit processes are web enabled
competency frameworks and designing competency and managed on-line by Audit Management System.
development programs based on baselines created through
• The Company has a strong compliance management
assessments. Group is engaged with Academic institutes
system which runs on an online monitoring system.
of repute to design and deliver programs to employees
working at different competency levels. • The Company has a well-defined delegation of power
with authority limits for approving revenue & capex
Towards leveraging the power of networked organization,
expenditure which is reviewed and suitably amended
several collaboration platforms have been created including
on an annual basis
Service Function Councils and All-Service Councils.
These councils would provide platforms for deliberating • The Company uses ERP system (SAP) to record data
common evolution agenda, debate specific solutions, and for accounting, consolidation and management
explore options of expertise and resource sharing across information purposes and connects to different
boundaries. locations for efficient exchange of information.
Service Transformation Program is a multi-year mission, • Apart from having all policies, procedures and internal
wherein the foundational elements for next stage of audit mechanism in place, Company periodically
evolution have been put in place, while the design and roll- engages outside experts to carry out an independent
out various across services and shall be tracked to effective review of the effectiveness of various business
execution in coming years. processes.
The Audit Committee of the Board of Directors regularly Many other programs for employee rejuvenation and
reviews execution of Audit Plan, the adequacy & creating stronger inter-personnel relations, team building as
effectiveness of internal audit systems, and monitors well as aimed at further strengthening the bonding across
implementation of internal audit recommendations all divisions and locations of the company were organized
including those relating to strengthening of company’s risk in the year. These programs help employees significantly
management policies & systems. in leading a balanced work life in the organization. The HR
function is committed to improve all its processes based on
Human Resource Strategy the results and feedback and ensure that its manpower will
remain its greatest asset.
As an organisation, the Company strongly believes that
Human Resources are the principal drivers of change. They Cautionary Notice
push the levers that take futuristic businesses to the next
level of excellence and achievement. The Company focuses Statements in the Management Discussion and Analysis
on providing individual development and growth in a describing the Company’s objectives, projections, estimates,
professional work culture that enables innovation, ensures expectations and others may constitute “forward-looking
high performance and remains empowering. Our lot of statements” within the meaning of applicable securities
focus has been given to HR Transformation activities to laws and regulations. Actual results may differ from
revamp the HR organisation structure and processes. The those expressed or implied. Several factors that could
new human resource management systems and processes significantly impact the Company’s operations include
are designed to enhance organisational effectiveness and economic conditions affecting demand, supply and price
employee alignment. The result is that the Company is able conditions in the domestic and overseas markets, changes
to work towards creating leadership in all the businesses in the Government regulations, tax laws and other statutes,
that it operates. During the year, several initiatives, climatic conditions and such incidental factors over which
such as performance management systems, Learning & the Company does not have any direct control.
Development system, and Talent Management system were
put in place to efficient & effective organisation. A lot of The Company undertakes no obligation to publicly update
focus is being given to enhance people capability through or revise any forward-looking statements, whether as a
e-learning management system. The broad categories of result of new information, future events, or otherwise.
learning & development include Behavioural, Functional /
Domain and Business related.
****
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Adani Enterprises Limited
Annexure
to the Directors’ Report
CORPORATE GOVERNANCE REPORT
1. COMPANY’S PHILOSOPHY ON CORPORATE growth of the Company, is constituted with a high level of
GOVERNANCE integrated, knowledgeable and committed professionals.
The Board provides strategic guidance and independent
Corporate Governance is about meeting our strategic goals views to the Company’s senior management while
responsibly and transparently, while being accountable to our discharging its fiduciary responsibilities.
stakeholders. Adani Enterprises Limited (“the Company”) is
equipped with a robust framework of corporate governance Composition of the Board
that considers the long-term interest of every stakeholder as
The Company has a balanced board with optimum
we operate with a commitment to integrity, fairness, equity,
combination of Executive and Non-Executive Directors,
transparency, accountability and commitment to values.
including independent professionals, which plays a
The framework lays down procedures and mechanisms
crucial role in Board processes and provides independent
for enhancing leadership for smooth administration and
judgment on issues of strategy and performance. As on
productive collaboration among employees, value chain,
31st March, 2019, the board comprises of 8 (Eight) Directors
community, investors and the Government.
out of which 4 (Four) Directors are Executive Directors and
Courage, Trust and Commitment are the main tenents of remaining 4 (Four) are Independent Directors. Independent
our Corporate Governance Philosophy - Directors are non-executive directors as defined under
Regulation 16(1)(b) of the SEBI Listing Regulations as
• Courage: we shall embrace new ideas and businesses. amended from time to time. The maximum tenure of the
Take calculated risks in pursuing new and big business Independent Directors is in compliance with the Companies
opportunities. Act, 2013. All Independent Directors have confirmed that
they meet the criteria as mentioned under regulation 16(1)
• Trust: we shall standby our promises and adhere to
(b) of the SEBI Listing Regulations as amended from time
high standards of business.
to time and Section 149 of the Companies Act, 2013. The
• Commitment: we shall believe in our employees and present strength of the Board reflects judicious mix of
other stakeholders. professionalism, competence and sound knowledge which
enables the Board to provide effective leadership to the
The Company believes that sustainable and long-term Company.
growth of every stakeholder depends upon the judicious
and effective use of available resources and consistent None of the Directors is a Director in more than 10 Public
endeavour to achieve excellence in business along with Limited Companies or acts as an Independent Director in
active participation in the growth of society, building of more than 7 Listed Companies. Further, none of the Directors
environmental balances and significant contribution in on the Company’s Board is a Member of more than 10 (ten)
economic growth. Committees and Chairman of more than 5 (five) Committees
(Committees being, Audit Committee and Stakeholders’
The Company is in compliance with the conditions of Relationship Committee) across all the companies in which
corporate governance as required under the SEBI (Listing he/she is a Director. All the Directors have made necessary
Obligations and Disclosures Requirements) Regulations, disclosures regarding Committee positions held by them in
2015 (“SEBI Listing Regulations”), as applicable. other companies and do not hold the office of Director in
more than 10 (ten) public companies as on 31st March, 2019.
2. BOARD OF DIRECTORS The composition of the Board is in conformity with the
The “Board”, being the trustee of the Company, responsible Regulation 17 of the SEBI Listing Regulations.
for the establishment of cultural, ethical and accountable
The composition of the Board of Directors and the number of Directorships and Committee positions held by them as on
31st March, 2019 are as under:
Name and Designation (DIN) of Director Category No. of other No. of Board Committees2
Directorships held1 (other than AEL) in which
(Other than AEL) Chairman / Member.
Chairman Member
Mr. Gautam S. Adani Promoter 5 - -
Executive Chairman Executive
(DIN: 00006273)
Mr. Rajesh S. Adani Promoter 6 2 6
Managing Director Executive
(DIN: 00006322)
Mr. Pranav V. Adani Promoter 7 1 -
Director Executive
(DIN: 00008457)
Mr. Vinay Prakash Executive 3 - -
Director
(DIN: 03634648)
Mr. Hemant Nerurkar Non Executive 7 2 3
Director (Independent)
(DIN: 00265887)
Mr. V. Subramanian Non Executive 7 - 6
Director (Independent)
(DIN: 00357727)
Mrs. Vijaylaxmi Joshi Non Executive 1 - 1
Director (Independent)
(DIN: 00032055)
Mr. Narendra Mairpady Non Executive 9 3 6
Director (Independent)
(DIN: 00536905)
Notes:
1. The Directorships held by the Directors, as mentioned above excludes alternate directorships, directorships in foreign companies,
Companies under Section 8 of the Companies Act, 2013 and Private Limited Companies, which are not the subsidiaries of Public
Limited Companies.
2. Represents Membership / Chairmanship of two Committees viz. Audit Committee and Stakeholders’ Relationship Committee as
per Regulation 26 of the SEBI Listing Regulations.
3. As on 31st March, 2019, none of the Directors of the Company were related to each other except Mr. Rajesh S. Adani, Managing
Director being brother of Mr. Gautam S. Adani, Chairman.
4. During the year under review, Mr. Berjis Desai resigned as Director (Non-executive & Independent) of the Company w.e.f. 26th
June, 2018 due to his pre-occupation.
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Adani Enterprises Limited
Details of name of other listed entities where Directors of the Company are Directors and the category of Directorship as
on 31st March, 2019 are as under:
Board Meetings and Procedure attach any document to the Agenda, the same is tabled
before the meeting with specific reference to this effect
The internal guidelines for Board / Committee meetings in the Agenda. In special and exceptional circumstances,
facilitate the decision making process at the meetings of additional or supplementary item(s) on the Agenda are
the Board/Committees in an informed and efficient manner. permitted. In order to transact some urgent business,
which may come up after circulation agenda papers, the
Board Meetings are governed by structured agenda.
same is placed before the Board by way of Table Agenda or
All major agenda items are backed by comprehensive
Chairman’s Agenda. Frequent and detailed deliberation on
background information to enable the Board to take
the agenda provides the strategic roadmap for the future
informed decisions. The Company Secretary in consultation
growth of the Company.
with the Senior Management prepares the detailed agenda
for the meetings. Minimum 4 (four) pre-scheduled Board meetings are held
every year. Apart from the above, additional Board meetings
Agenda papers and Notes on Agenda are circulated to
are convened by giving appropriate notice to address
the Directors, in advance, in the defined Agenda format.
the specific needs of the Company. In case of business
All material informations are being circulated along with
exigencies or urgency of matters, resolutions are also
Agenda papers for facilitating meaningful and focused
passed by way of circulation.
discussions at the meeting. Where it is not practicable to
Detailed presentations are made at the Board / Committee 5 (Five) Board Meetings were held during the financial year
meetings covering Finance, major business segments and 2018-19. The Company has held at least one Board meeting
operations of the Company, global business environment, in every quarter and the gap between two meetings did
all business areas of the Company including business not exceed one hundred and twenty days. The necessary
opportunities, business strategy and the risk management quorum was present in all the meetings. Leave of absence
practices before taking on record the quarterly / half yearly was granted to the concerned directors who could not
/ annual financial results of the Company. attend the respective board meeting on request. The dates
on which the Board Meetings were held during FY 2018-19
The required information as enumerated in Part A of are as follows:
Schedule II to SEBI Listing Regulations is made available
to the Board of Directors for discussions and consideration 10th May, 2018, 7th August, 2018, 31st October, 2018,
at every Board Meetings. The Board periodically reviews 7th February, 2019 and 23rd February, 2019.
compliance reports of all laws applicable to the Company
as required under Regulation 17(3) of the SEBI Listing The Companies Act, 2013 read with the relevant rules made
Regulations. thereunder, now facilitates the participation of a Director
in Board/Committee Meetings through video conferencing
The important decisions taken at the Board / Committee or other audio visual mode. Accordingly, the option to
meetings are communicated to departments concerned participate in the Meeting through video conferencing was
promptly. Action taken report on the decisions taken at made available for the Directors except in respect of such
the meeting(s) is placed at the immediately succeeding Meetings/Items which are not permitted to be transacted
meeting of the Board / Committee for noting by the Board through video conferencing.
/ Committee.
The details of attendance of Directors at the Board Meetings and at the last Annual General Meeting are as under:
Name of Director(s) Number of Board Meetings held and Attended Last
attended during FY 2018-19 AGM
Held during the tenure Attended
Mr. Gautam S. Adani 5 4 Yes
Mr. Rajesh S. Adani 5 4 Yes
Mr. Pranav V. Adani 5 4 Yes
Mr. Vinay Prakash 5 4 Yes
Mr. Berjis Desai1 1 - N.A.
Mr. Hemant Nerurkar 5 5 Yes
Mr. V. Subramanian 5 5 Yes
Mrs. Vijaylakshmi Joshi 5 4 Yes
Mr. Narendra Mairpady 5 5 Yes
1. During the year under review, Mr. Berjis Desai resigned as Director (Non-Executive & Independent) of the Company w.e.f.
26th June, 2018 due to his pre-occupation.
During the year, the Board of Directors accepted all Employees; Policy for determining Material Subsidiaries;
recommendations of the Committees of the Board, which Related Party Transaction Policy; Vigil Mechanism / Whistle
were statutory in nature and required to be recommended Blower Policy; Code of Conduct for Board of Directors
by the Committee and approved by the Board of Directors. and Senior Management of the Company; Material Events
Hence, the Company is in compliance of condition of clause Policy; Website Content Archival Policy and Code of
10(j) of schedule V of the SEBI Listing Regulations. internal procedures and conduct for regulating, monitoring
and reporting of Trading by Insiders to comply with the
During the year under review, the Board of Directors of the recent amendments in the Companies Act, 2013 and SEBI
Company has amended / approved changes in Corporate Listing Regulations. Accordingly, the updated policies
Social Responsibility policy; Nomination and Remuneration are uploaded on website of the Company at https://www.
Policy of Directors, Key Managerial Personnel and Other adanienterprises.com/investors/investor-download.
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Adani Enterprises Limited
The Board Committees play a vital role in ensuring sound a) Matters required to be included in the Director’s
Corporate Governance practices. The Committees are Responsibility Statement to be included in the
constituted to handle specific activities and ensure speedy Board’s report in terms of Section 134(3)(c) of the
resolution of the diverse matters. The Board Committees Companies Act, 2013.
are set up under the formal approval of the Board to carry
b) Changes, if any, in accounting policies and
out clearly defined roles under which are considered to
practices and reasons for the same.
be performed by members of the Board, as a part of good
governance practice. The Board supervises the execution c) Major accounting entries involving estimates based
of its responsibilities by the Committees and is responsible on the exercise of judgment by the management.
for their action. The minutes of the meetings of all the
Committees are placed before the Board for review. As on d) Significant adjustments made in the financial
date, the Board has established the following Committees: statements arising out of audit findings.
f) Disclosure of any related party transactions shareholders (in case of non-payment of declared
dividends) and creditors;
g) Modified opinion(s) in the draft audit report
18. To review the functioning of the Whistle Blower
5. Reviewing, with the management, the quarterly mechanism;
financial statements before submission to the board
for approval; 19. Approval of appointment of Chief Financial Officer
after assessing the qualifications, experience and
6. Reviewing, with the management, the statement of background, etc. of the candidate;
uses / application of funds raised through an issue
(public issue, rights issue, preferential issue, etc.), the 20. Carrying out any other function as is mentioned in the
statement of funds utilized for purposes other than terms of reference of the Audit Committee.
those stated in the offer document / prospectus / notice
and the report submitted by the monitoring agency, 21. Reviewing financial statements, in particular the
monitoring the utilisation of proceeds of a public or investments made by the Company’s unlisted
rights issue, and making appropriate recommendations subsidiaries.
to the Board to take up steps in this matter;
22. Reviewing the utilization of loans and/ or advances from/
7. Review and monitor the Auditor’s independence and investment by the holding company in the subsidiary
performance, and effectiveness of audit process; exceeding rupees 100 crore or 10% of the asset size
of the subsidiary, whichever is lower including existing
8. Approval or any subsequent modification of loans / advances / investments.
transactions of the company with related parties;
Review of Information by Audit Committee:
9. Scrutiny of inter-corporate loans and investments;
1. The Management discussion and analysis of financial
10. Valuation of undertakings or assets of the company, condition and results of operations;
wherever it is necessary;
2. Statement of significant related party transactions
11. Evaluation of internal financial controls and risk submitted by management.
management systems;
3. Management letters / letters of internal control
12. Reviewing, with the management, the performance weaknesses issued by the statutory auditors;
of statutory and internal auditors, adequacy of the
internal control systems; 4. Internal audit reports relating to internal control
weaknesses; and
13. Reviewing the adequacy of internal audit function,
if any, including the structure of the internal audit 5. The appointment, removal and terms of remuneration
department, staffing and seniority of the official of the Chief Internal Auditor.
heading the department, reporting structure coverage
and frequency of internal audit; 6. Statement of deviations :
14. Discussion with internal auditors of any significant a) quarterly statement of deviation(s) including report
findings and follow up there on; of monitoring agency, if applicable, submitted to
stock exchange(s).
15. Reviewing the findings of any internal investigations
by the internal auditors into matters where there is b) annual statement of funds utilized for purposes
suspected fraud or irregularity or a failure of internal other than those stated in the offer document /
control systems of a material nature and reporting the prospectus / notice.
matter to the board;
Meetings, Attendance & Composition of the Audit
16. Discussion with statutory auditors before the audit Committee
commences, about the nature and scope of audit as
During the financial year 2018-19, five meetings of the Audit
well as post-audit discussion to ascertain any area of
Committee were held on 10th May, 2018, 7th August, 2018,
concern;
31st October, 2018, 7th February, 2019 and 23rd February,
17. To look into the reasons for substantial defaults, if any, 2019. The intervening gap between two meetings did not
in the payment to the depositors, debenture holders, exceed one hundred and twenty days.
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Adani Enterprises Limited
The details of the Audit Committee meetings attended by its members as on 31st March, 2019 are given below:
All members of the Audit Committee have accounting and 4. Identifying persons who are qualified to become
financial management knowledge and expertise / exposure. directors and who may be appointed in senior
The Audit Committee meetings are attended by the Internal management in accordance with the criteria laid
Auditors, Statutory Auditors, Chief Financial Officer and down, and recommend to the Board their appointment
head of finance. The Company Secretary acts as the and removal and shall carry out evaluation of every
Secretary of the Audit Committee. director’s performance.
The Chairman of the Audit Committee attended the last 5. To extend or continue the term of appointment of the
Annual General Meeting (AGM) held on 7th August, 2018 to independent director, on the basis of the report of
answer shareholders’ queries. performance evaluation of independent directors.
2. Formulation of criteria for evaluation of Independent Meeting, Attendance & Composition of the Nomination &
Directors and the Board of directors; Remuneration Committee
3. Devising a policy on Board diversity; During FY 2018-19, three meetings of the Nomination &
Remuneration Committee were held on 10th May, 2018,
7th August, 2018 and 7th February, 2019.
The details of the Nomination & Remuneration Committee meetings attended by its members as on 31st March, 2019 are
given below:
The Quorum of the Committee is of two members. August, 2015 approved the payment of remuneration by
way of commission to the Non-Executive directors other
The Board of Directors review the Minutes of the than promoter directors of the Company, of a sum not
Nomination & Remuneration Committee Meetings at its exceeding 1% per annum of the net profits of the Company,
subsequent Board Meetings. calculated in accordance with the provisions of the Act for
a period of 5 years commencing 1st April, 2015. In addition to
The Company Secretary acts as Secretary to the Committee.
commission, Non-Executive Directors are paid H 50,000/- as
Remuneration Policy sitting fees for attending meeting of Board of Directors &
Audit Committee and H 25,000/- for attending meeting of
The remuneration policy of the Company is directed towards Corporate Social Responsibility Committee, Stakeholders’
rewarding performance, based on review of achievements Relationship Committee, Nomination & Remuneration
on a periodic basis. The Company endeavours to attract, Committee and Risk Management Committee plus actual
retain, develop and motivate the high-calibre executives reimbursement of expenses incurred for attending each
and to incentivize them to develop and implement the meeting of the Board and Committee.
Group’s Strategy, thereby enhancing the business value and
maintain a high performance workforce. The policy ensures The Company has also taken a Directors’ & Officers’ Liability
that the level and composition of remuneration of the Insurance Policy.
Directors is optimum.
The Executive and Promoter group Directors are not paid
i) Remuneration to Non-Executive Directors sitting fees for attending meetings of the Board of Directors
and its committees. Other than sitting fees and commission
The remuneration by way of commission to the paid to Non-Executive Directors, there were no pecuniary
non-executive directors is decided by the Board of relationships or transactions by the Company with any
Directors and paid to them based on their participation of the Non-Executive and Independent Directors of the
and contribution in the affairs of the Company as well Company. The Company has not granted stock options to
as the valuable time spent on Company’s matters. The Non-Executive and Independent Directors.
Members had at the Annual General Meeting held on 11th
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Adani Enterprises Limited
The details of sitting fees and commission paid to Non-Executive and Independent Directors for the Financial
Year 2018-19 are as under:
(H In Lakhs)
Name of the Directors Sitting Fees paid during FY 2018-19 Commission Total
Board Meeting Committee Meetings
1. During the year under review, Mr. Berjis Desai resigned as Director (Non-Executive & Independent) of the Company w.e.f.
26th June, 2018 due to his pre-occupation.
2. None of the Non-Executive & Independent Directors are holding any shares of the Company.
Performance Evaluation Criteria for Independent Directors Committee based on criteria such as industry benchmarks,
the Company’s performance vis-à-vis the industry,
The performance evaluation criteria for independent responsibilities shouldered, performance/track record,
directors is determined by the Nomination and macro economic review on remuneration packages of
Remuneration committee. An indicative list of factors that heads of other organisations and is decided by the Board
may be evaluated include participation and contribution by of Directors.
a director, commitment, effective deployment of knowledge
and expertise, effective management of relationship with The Company pays remuneration by way of salary, perquisites
stakeholders, integrity and maintenance of confidentiality and allowances (fixed component), incentive remuneration
and independence of behavior and judgement. and/or commission (variable components) to its Executive
Directors within the limits prescribed under the Companies
ii) Remuneration to Executive Directors. Act, 2013 and approved by the shareholders.
The remuneration of the Executive Directors is
recommended by the Nomination and Remuneration
Details of the remuneration paid / payable to the Executive Directors of the Company during the financial year 2018-19 are
as under:
(H In Crores)
Name & Designation of Directors Salary Perquisites & Commission* Total
Allowances
* Payable in FY 2019-20
1. Including performance incentive.
2. Resigned as Additional Director and CFO of the Company w.e.f. 1st May, 2018.
Mr. Gautam S. Adani / Mr. Rajesh S. Adani (on behalf of S.B. 3. Reviewing of adherence to the service standards
Adani Family Trust) and Mr. Gautam S. Adani / Mrs. Priti adopted in respect of various services being rendered
G. Adani (on behalf of Gautam S. Adani Family Trust) hold by the Registrar & Share Transfer Agent.
62,11,97,910 and 88,36,750 Equity Shares of the Company
respectively. Mr. Gautam S. Adani and Mr. Rajesh S. Adani 4. Reviewing the various measures and initiatives taken
hold 1 (one) Equity Share each of the Company. for reducing the quantum of unclaimed dividends and
ensuring timely receipt of dividend warrants/annual
Except above, none of Directors of the Company holds reports/statutory notices by the shareholders of the
equity shares of the Company in their individual capacity. Company.
The Company does not have any Employees’ Stock Option
Scheme and there is no separate provision for payment of 5. Carry out any other function as is referred by the Board
Severance Fees. from time to time or enforced by any statutory notification
/ amendment or modification as may be applicable.
C. Stakeholders’ Relationship Committee
Composition, Meetings and Attendance of Stakeholders’
The constitution and terms of reference of Stakeholders’ Relationship Committee
Relationship Committee of the Company are in compliance
with provisions of Companies Act, 2013 and SEBI Listing During the financial year 2018-19, four meetings of the said
Regulations. Committee were held on 10th May, 2018, 7th August, 2018,
31st October, 2018 and 7th February, 2019.
The details of the Stakeholders’ Relationship Committee meetings attended by its members as on 31st March, 2019 are given
below:
81
Adani Enterprises Limited
During the year under review, no investors’ complaints were 3. To monitor the implementation of framework of CSR
received. There was no unattended or pending investor Policy.
grievance as on 31st March, 2019.
4. To carry out any other function as is mandated by
D. Corporate Social Responsibility (“CSR”) Committee the Board from time to time and/or enforced by any
statutory notification, amendment or modification as
The Company has constituted a CSR Committee as required may be applicable or as may be necessary or appropriate
under Section 135 of the Companies Act, 2013 and rules for performance of its duties.
framed there under.
CSR Policy
Terms of reference of the Committee, inter alia, includes
the following: The updated CSR Policy of the Company is available on
its website (https://www.adanienterprises.com/investors/
1. To formulate and recommend to the Board, a Corporate investor-download).
Social Responsibility Policy which shall indicate the
activities to be undertaken by the company as specified Composition, Meetings and Attendance of CSR Committee
in Schedule VII of the Companies Act, 2013 and rules
made there under; During the year under review, two meetings of CSR Committee
were held on 10th May, 2018 and 7th February, 2019.
2. To recommend the amount of expenditure to be
incurred on the CSR activities.
The details of the CSR Committee meetings attended by its members during FY 2018-19 are given below:
Sr. Name Designation(s) Category Number of meetings held
No during FY 2018-19
Held during Attended
the tenure
The Board of Directors review the Minutes of the CSR The Risk Management Committee of the Company is
Committee Meetings at subsequent Board Meetings. constituted in line with the provisions of Regulation 21 of
the SEBI Listing Regulations.
The Company Secretary acts as Secretary to the Committee.
The Committee is required to lay down the procedures
Sustainability Governance to inform to the Board about the risk assessment and
minimization procedures and the Board shall be responsible
The Company has integrated Sustainability into its core
for framing, implementing and monitoring the risk
business strategy. To ensure smooth implementation
management plan of the Company.
of various measures across the organization, we have
established a Sustainability Governance mechanism Terms of reference of the Committee:
wherein at the pinnacle is the Board of Directors followed
by Corporate Sustainability Leadership Committee which 1. To review the Company’s risk governance structure,
looks after the Sustainability Business Unit Committee risk assessment and minimisation procedures and the
who is responsible for Sustainability Reporting Committee guidelines, strategies and policies for risk mitigation on
at each site. The Sustainability Report of the Company is short term as well as long term basis.
available on the website of the Company at http://www.
adanienterprises.com/sustainability/policies. 2. To monitor and review the risk management plan of the
Company.
3. To review the current and expected risk exposures of 6. To oversee management processes, standards and
the organization, to ensure the same are identified, strategies designed to manage Health, Safety &
qualitatively and quantitatively evaluated, analysed Environment and Social risks and ensure maintaining
and appropriately managed; the highest standards and compliance with applicable
statutory provisions.
4. Carry out any other function as is referred by the
Board from time to time or enforced by any statutory Composition, Meetings and Attendance of Risk
notification / amendment or modification as may be Management Committee
applicable.
During the year under review, one Risk Management
5. To review cyber security function of the Company. Committee Meeting was held on 7th February, 2019.
The details of the Risk Management Committee meeting attended by its members as are given below:
The Company has a risk management framework to identify, No person has been denied access to the chairman of the
monitor and minimize risks. audit committee. The updated Whistle Blower policy is
uploaded on the website of the Company at http://www.
The Quorum of the Committee is of two members. adanienterprises.com/investors/investor-download. During
the year under review, there were no instances of whistle
The Board of Directors review the Minutes of the Risk
blower.
Management Committee Meetings at subsequent Board
Meetings. Investor Services
The Company Secretary acts as Secretary to the Committee. M/s. Link Intime India Private Limited are acting as
Registrar & Share Transfer Agent of the Company. They
F. Securities Transfer Committee
have adequate infrastructure and VSAT connectivity with
In order to provide efficient and timely services to both the depositories, which facilitate better and faster
investors, the Board of Directors has delegated the power services to the investors.
of approving transfer/transmission of Company’s Securities,
a) Name, Designation and Address of the Compliance
issue of duplicate share / debenture certificates, split up
Officer:
/ sub-division, and consolidation of shares, issue of new
certificates on re-materialization, sub-division and other Mr. Jatin Jalundhwala
related formalities to the Securities Transfer Committee.
Company Secretary and Compliance Officer
No requests for transfers of any Securities are pending as
Adani Enterprises Limited
on 31st March, 2019 except those that are disputed and / or
sub-judiced. “Adani House”, Near Mithakhali Six Roads,
Navarangpura, Ahmedabad – 380 009
Whistle Blower Policy: Gujarat, India.
Tel No.(079) 25555 555, 26565 555,
The Company has adopted a whistle blower policy and has Fax No. (079)26565 500, 25555 500,
established the necessary vigil mechanism for employees E-mail ID : investor.relations@adani.in
and directors to report concerns about unethical behaviour.
83
Adani Enterprises Limited
Location, day, date and time of Annual General Meetings (AGMs) and Special Resolutions passed thereat:
b) Whether special resolutions were put through postal ballot last year, details of voting pattern:
There were no special resolutions passed through postal ballot process during FY 2018-19.
During the year, pursuant to the provisions of Section 110 of the Companies Act, 2013 read with Rule 22 of the Companies
(Management and Administration) Rules, 2014 and Regulation 44 of the Listing Regulations, 2015, the Company had
provided the facility of remote e-voting and Postal Ballot for obtaining the approval of the Members of the Company in
respect of Ordinary Resolutions for two items:
1. Ordinary Resolution pursuant to the provisions of Section 188 of the Companies Act, 2013 for divestment of 9,98,28,000
(100%) Equity Shares of H 10/- each in Adani Agri Logistics Limited and 50,000 (100%) Equity Shares each of H 10/- each
in Adani Agri Logistics (Samastipur) Limited, Adani Agri Logistics (Darbhanga) Limited and Adani Agri Logistics (Dahod)
Limited to Adani Logistics Limited through postal ballot process passed with requisite majority on 28th March, 2019.
The details of the voting pattern in respect of the said Ordinary Resolution no. 1 passed under Section 188 of the Companies
Act, 2013 are as under:-
Promoter/ Public No. of shares No. of % of Votes No. of No. of % of Votes % of Votes
held (1) votes Polled on Votes – in Votes – in favour against
polled outstanding favour Against on votes on votes
shares polled polled
[1] [2] [3]={[2] / [4] [5] [6]={[4]/ [7]={[5]/
[1]}*100 [2]}*100 [2]}*100
Public Non Institutions 36723293 299043 0.81 296453 2590 99.13 0.87
Total 1099810083 197733618 17.98 182591617 15142001 92.34 7.66
2. Ordinary Resolution pursuant to Section 188 of the Companies Act, 2013 for divestment of 50,000 (100%) Equity
Shares of H 10/- each and 7,64,28,245 (100%) Compulsory Convertible Debentures of H 100/- each in Adani Power Dahej
Limited; 50,000 (100%) Equity Shares of H 10/- each and 2,81,53,939 (100%) Compulsory Convertible Debentures of
H 100/- each in Adani Pench Power Limited; and 50,000 (100%) Equity Shares of H 10/- each and 1,19,38,380 (100%)
Compulsory Convertible Debentures of H 100/- each in Kutchh Power Generation Limited to Adani Power Limited through
postal ballot process passed with requisite majority on 28th March, 2019.
The details of the voting pattern in respect of the said Ordinary Resolution no. 2 passed under Section 188 of the Companies
Act, 2013 are as under:-
Promoter/ Public No. of shares No. of votes % of Votes No. of No. of % of Votes % of Votes
held polled Polled on Votes – in Votes – in favour against
outstanding favour Against on votes on votes
shares polled polled
[1] [2] [3]={[2] / [4] [5] [6]={[4]/ [7]={[5]/
[1]}*100 [2]}*100 [2]}*100
Public Non Institutions 36723293 299043 0.81 296453 2600 99.13 0.87
Total 1099810083 198129608 18.01 182591617 15538011 92.16 7.84
c) Whether any resolutions are proposed to be conducted For more effective governance, the Company monitors
through postal ballot: performance of subsidiary companies, interalia, by following
means:
No Resolution is proposed to be passed by way of
Postal Ballot at the ensuing Annual General Meeting. a) Financial statements, in particular investments made by
unlisted subsidiary companies, are reviewed quarterly
d) Procedure for postal ballot: by the Company’s Audit Committee.
Prescribed procedure for postal ballot as per the b) Minutes of unlisted subsidiary companies are placed
provisions contained in this behalf in the Companies before the Board of the Company regularly.
Act, 2013 read with rules made there under as amended
from time to time shall be complied with necessary. c) A statement, wherever applicable, of all significant
transactions and arrangements entered into by the
Company’s subsidiaries is presented to the Board of the
5. SUBSIDIARY COMPANIES
Company at its meetings.
The Company has two material non-listed subsidiary
The risk factors and project reports of the Subsidiary
incorporated outside India namely, Adani Global FZE., Dubai
Companies are also reviewed by the Audit Committee
and Adani Global Pte Limited, Singapore. The Company has
of the Company.
nominated Mr. Hemant Nerurkar, Independent Director
of the Company on the Board of Adani Global FZE and The Company has a policy for determining ‘material
Adani Global Pte Limited. The subsidiaries of the Company subsidiaries’. Updated policy is uploaded on the website
function with an adequately empowered Board of Directors of the Company at http://www.adanienterprises.com/
and sufficient resources investors/investor-download.
85
Adani Enterprises Limited
a) Disclosure on materially significant related party The Company has complied with all the requirements
transactions: of the Stock Exchanges as well as the regulations and
guidelines prescribed by the Securities and Exchange
During the year under review, the Company has entered Board of India (SEBI). There were no penalties or
into material related party transactions in terms of strictures imposed on the Company by Stock Exchanges
Section 188 of the Act with Adani Logistics Limited and or SEBI or any statutory authority on any matter related
Adani Power Limited which may be deemed not in the to capital markets during the last three years.
ordinary course of business of the Company. Details
of the said transaction(s) are provided in Form AOC-2, d) ADANI Code of Conduct
annexed with the Directors’ Report as Annexure-B.
The ADANI Code of Conduct for the Directors and
Except as stated above, all related party transactions Senior Management of the Company has been laid
entered into during the financial year were on an down by the Board and the same is posted on the
arm’s length basis and were in the ordinary course of website of the Company.
business. The details of Related Party Transactions are
A declaration signed by the Managing Director affirming
disclosed in financial section of this Annual Report.
the compliance with the ADANI Code of Conduct by the
The Company has developed a policy on materiality of
Board Members and Senior Management Personnel of
Related Party Transactions and also on dealing with
the Company is as under:
Related Party Transactions.
The Company has updated a Related Party Transaction Declaration as required under SEBI (Listing
Policy which is uploaded on the website of the Company at Obligations and Disclosure Requirements)
http://www.adanienterprises.com/investorsinvestor- Regulations 2015
download.
All Directors and senior management of the Company
b) In the preparation of the financial statements, the have affirmed compliance with the ADANI Code
Company has followed the accounting policies and of Conduct for the financial year ended 31st March,
practices as prescribed in the Accounting Standards. 2019.
Adani Code of Conduct for Prevention of Insider m) The Company has complied with all the mandatory
Trading requirements specified in Regulations 17 to 27 and clauses
(b) to (i) of sub – regulation (2) of Regulation 46 of the
ADANI Code of Conduct for Prevention of Insider SEBI (Listing Obligations and Disclosure Requirements)
Trading, as approved by the Board of Directors, inter alia, Regulations, 2015. It has obtained a certificate affirming
prohibits purchase / sale of securities of the Company the compliances from Practising Company Secretary, CS
by Directors and employees while in possession of Chirag Shah and the same is attached to this Report.
unpublished price sensitive information in relation to
the Company. n) As required under Regulation 36(3) of the SEBI
Listing Regulations, particulars of Director seeking
e) CEO / CFO Certificate re-appointment at the forthcoming AGM are given herein and
in the Annexure to the Notice of the 27th AGM to be held on
The CEO and CFO have certified to the board with
7th August, 2019.
regard to the financial statements and other matters as
required by the SEBI Listing Regulations. The certificate o) The Company has obtained certificate from CS Chirag
is appended as an Annexure to this report. Shah, Practising Company Secretary confirming that none
of the Directors of the Company is debarred or disqualified
They have also provided quarterly certificates on financial
by the Securities and Exchange Board of India / Ministry
results while placing the same before the Board pursuant
of Corporate Affairs or any such authority from being
to Regulation 33 of the SEBI Listing Regulations.
appointed or continuing as Director of the Company and
f) Proceeds from public issues, rights issues, preferential the same is also attached to this Report.
issues etc.
p) Total fees for all services paid by the Company and its
The Company discloses to the Audit Committee, the subsidiaries, on a consolidated basis, to the statutory
uses / application of proceeds /funds raised from Rights auditors and all entities in the network firm / network entity
Issue, Preferential Issue as part of the quarterly review of of which the statutory auditor is a part, is given below:
financial results whenever applicable.
M/s. Shah Dhandharia & Co.
g) The designated Senior Management Personnel of the (H In Lakhs)
Company have disclosed to the Board that no material, Payment to Statutory Auditors FY 2018-19
financial and commercial transactions have been made
during the year under review in which they have personal Audit Fees 55.43
interest, which may have a potential conflict with the Other Services 6.84
interest of the Company at large.
Total 62.27
h) The Company has also updated Material Events
q) As per the requirement of the Sexual Harassment
Policy, Website Content Archival Policy and Policy
of Women at Workplace (Prevention, Prohibition &
on Preservation of Documents which is uploaded
Redressal) Act, 2013 and rules made thereunder,
on the website of the Company at http://www.
the Company has constituted Internal Complaints
adanienterprises.com/investors/investor-download.
Committee which is responsible for redressal of
i) Details of the familiarization programmes imparted to the complaints related to sexual harassment. During the
independent directors are available on the website of the year under review, there were no complaints pertaining
company at http://www.adanienterprises.com/investors/ to sexual harassment.
investor-download.
8. MEANS OF COMMUNICATION
j) With a view to regulate trading in securities by the
directors and designated employees, the Company has a) Financial Results:
updated a Code of Conduct for Prohibition of Insider
Trading. The quarterly/half-yearly and annual results of the
Company are normally published in the Indian Express
k) The company has put in place succession plan for (English) and Financial Express (a regional daily
appointment to the Board and to senior management. published from Gujarat). These results are not sent
individually to the shareholders but are put on the
l) The Company complies with all applicable Secretarial
website of the Company.
Standards.
87
Adani Enterprises Limited
The quarterly/half-yearly and annual results and other E. Date of Book Closure:
official news releases are displayed on the website
of the Company – www.adanienterprises.com shortly Wednesday, 31st July, 2019 to Wednesday 7thAugust,
after its submission to the Stock Exchanges. 2019 (both days inclusive) for the purpose of
27th Annual General Meeting and determining
b) Intimation to Stock Exchanges: entitlement for dividend.
At the end of each quarter, the Company organizes G. Dividend Distribution Policy:
meetings / conference call with analysts and investors
and the presentations made to analysts and transcripts As per Regulation 43A of the SEBI Listing Regulations,
of earnings call are uploaded on the website thereafter. the top 500 listed companies shall formulate a dividend
distribution policy. Accordingly, the policy was adopted
to set out the parameters and circumstances that will
9. GENERAL SHAREHOLDER INFORMATION be taken into account by the Board in determining
the distribution of dividend to its shareholders and/or
A. Company Registration Details:
retaining profits earned by the Company. The Dividend
The Company is registered in the State of Gujarat, India. Distribution Policy of the Company is available
The Corporate Identity Number (CIN) allotted to the on the website of the Company at http://www.
Company by the Ministry of Corporate Affairs (MCA) is adanienterprises.com/investors/investor-download.
L51100GJ1993PLC019067.
H. Listing on Stock Exchanges:
B. Annual General Meeting:
(a) The Equity Shares of the Company are listed with
Day and Time Venue the following stock exchanges.
Date
BSE Limited (BSE)
Wednesday, 11.30 H. T. Parekh Hall,
P. J. Towers, Dalal Street, (Stock Code : 512599)
7th August, a.m. AMA Complex, ATIRA,
Fort, Mumbai - 400 001
2019 Dr. Vikram Sarabhai Marg,
National Stock Exchange
Ahmedabad - 380 015,
of India Limited (NSE)
Gujarat.
“Exchange Plaza”, Bandra- (Stock Code : ADANIENT)
C. Registered Office: Kurla Complex, Bandra (E),
Mumbai – 400 051.
“Adani House”, Near Mithakhali Six Roads, Navrangpura,
Ahmedabad – 380009, Gujarat.
(b) Depositories :
D. Financial Calendar for 2019-20: (tentative schedule,
1. National Securities Depository Limited (NSDL)
subject to change)
Trade World, 4th Floor, Kamala Mills Compound,
Period Approval of Senapati Bapat Marg, Lower Parel, Mumbai –
Quarterly results 400 013.
Quarter ending 30th June, Mid August, 2019 Central Depository Services (India) Limited
2.
2019. (CDSL)
Quarter and half year ending Mid November, 2019 Phiroze Jeejeebhoy Towers, 28th Floor, Dalal
30th September, 2019. Street, Mumbai – 400 023.
Quarter ending 31st Mid February, 2019
The Shares of the Company are traded compulsorily in
December, 2019.
Demat Segments. The ISIN allotted to the Company’s
The year ending 31st March, End May, 2020
Equity Shares under the depository system is
2020.
INE423A01024.
Annual Listing fee has been paid to the BSE & NSE and Annual Custody / Issuer fee for the year 2019-20 will be paid by
the Company to NSDL & CDSL on receipt of the invoices.
I. Market Price Data: High, Low during each month in Financial Year 2018-19:
Monthly share price movement during the year 2018-19 at BSE & NSE:
[Source : This information is compiled from the data available from the websites of BSE and NSE]
38000
200.00
37000
150.00
36000
35000 100.00
34000
50.00
33000
32000
April,18 May,18 June,18 July,18 Aug,18 Sep,18 Oct,18 Nov,18 Dec,18 Jan,19 Feb,19 Mar,19
Months
89
Adani Enterprises Limited
K. Registrar and Transfer Agents: In terms of the Section 125 of the Companies Act, 2013, the
amount of dividend that remained unclaimed for a period
M/s. Link Intime India Private Limited are appointed as of seven years is required to be transferred to the Investor
Registrar and Transfer (R&T) Agents of the Company for Education and Protection Fund (IEPF) administered by the
both Physical and Demat Shares. The address is given Central Government. To ensure maximum disbursement of
below: unclaimed dividend, the Company sends reminders to the
relevant shareholders, before transfer of dividend to IEPF.
M/s. Link Intime India Private Limited
During the year under review, the unclaimed dividend
5th Floor, 506 to 508, Amarnath Business Centre-1 (ABC-1),
amount for the year 2010-11 was transferred to the IEPF
Beside Gala Business Centre, Nr. St. Xavier’s College Corner,
established by the Central Government under Section 125
Off C G Road, Navrangpura, Ahmedabad – 380009
of the Companies Act, 2013.
Tel: +91-79- 26465179
Fax : +91-79-26465179 M. Share Transfer System:
Contact Person: Mr. Narendra Tavde.
The Company’s shares are compulsorily traded in the
Shareholders are requested to correspond directly with the demat segment on stock exchanges, bulk of the transfers
R & T Agent for transfer / transmission of shares, change take place in the electronic form. The share transfers
of address, queries pertaining to their shares, dividend etc. received in physical form are processed through R & T
Agent, within seven days from the date of receipt, subject
L. Transfer to Investor Education and Protection Fund
to the documents being valid and complete in all respects.
(IEPF):
The Board has delegated the authority for approving
In terms of Section 124(6) of the Act read with Investor transfer, transmission, issue of duplicate share certificate,
Education and Protection Fund Authority (Accounting, dematerialization etc. to the Securities Transfer Committee.
Auditing, Transfer and Refund) Rules, 2016, the Company All the physical transfers received are processed by the
has transferred the shares in respect of which the dividend R & T Agent and are approved by the Securities Transfer
has not been claimed for a period of seven years or more for Committee well within the statutory period of one month.
the dividend declared in 2010-11 to the demat account of The securities transfer committee meets every fortnight for
IEPF Authority. approval of the transfer, transmission, issue of duplicate
share certificate, dematerialization / rematerialization of
Pursuant to Section 124 of the Companies Act, 2013 read shares etc. and all valid share transfers received during the
with provisions of Investors Education & Protection Fund year ended 31st March, 2019 have been acted upon. The
Authority (Accounting, Audit, Transfer & Refund) Rules share certificates duly endorsed are returned immediately
2016 (as amended), all shares in respect of which dividend to the shareholders by the R & T Agent.
has not been paid or claimed by the shareholders for
seven consecutive years or more, already transferred by The Company obtained following certificate(s) from a
the Company in favour of Investor Education & Protection Practising Company Secretary and submitted the same to
Fund (IEPF). The Company had communicated to all the the stock exchanges within stipulated time
concerned shareholders individually whose shares were
1. Certificate confirming due compliance of share transfer
liable to be transferred to IEPF. The Company had also
formalities by the Company pursuant to Regulation
given newspaper advertisements, before such transfer in
40(9) of the SEBI Listing Regulations for half year
favour of IEPF. The Company had also uploaded the details
ended 30th September, 2018 and 31st March, 2019
of such shareholders and shares transferred to IEPF on the
respectively with the Stock Exchanges and
website of the Company at http://www.adanienterprises.
com/investors/investor-download. 2. Certificate regarding reconciliation of the share capital
audit of the Company on quarterly basis.
Shareholders may note that both the unclaimed dividend
and corresponding shares transferred to the IEPF Authority All share transfer and other communication regarding
including all benefits accruing on such shares, if any, can share certificates, change of address, dividend etc.
beclaimed back by them from IEPF Authority after following should be addressed to R & T Agents of the Company at
the procedure (i.e. an application in E-form No. IEPF-5) the address given above.
prescribed in the Rules. Shareholders may refer Rule 7 of
the said Rules for Refund of shares / dividend etc.
N. Dematerialization of Shares and Liquidity: As on 31st March, 2019, 109,94,11,514 (constituting 99.96%)
were in dematerialized form.
The Equity Shares of the Company are tradable in compulsory
dematerialized segment of the Stock Exchanges and The Company’s Equity Shares are frequently traded on the
are available in depository system of National Securities BSE Limited and National Stock Exchange of India Limited.
Depository Limited (NSDL) and Central Depository Services
(India) Limited (CDSL). The demat security (ISIN) code for
the Equity Share is INE 423A01024.
91
Adani Enterprises Limited
risk management activities are subject to the management, direction and control of Treasury Team of the Company under
the framework of Risk Management Policy for Currency and Interest rate risk as approved by the Board of Directors of the
Company. The Company’s Treasury Team ensures appropriate financial risk governance framework for the Company through
appropriate policies and procedures and that financial risks are identified, measured and managed in accordance with the
Company’s policies and risk objectives. It is the Company’s policy that no trading in derivatives for speculative purposes may
be undertaken. The decision of whether and when to execute derivative financial instruments along with its tenure can vary
from period to period depending on market conditions and the relative costs of the instruments. The tenure is linked to the
timing of the underlying exposure, with the connection between the two being regularly monitored.
Not Applicable
The shareholders may address their communications / suggestions / grievances /queries to:
W. Credit Rating:
The non-mandatory requirements have been adopted to the The Company already has a regime of un-qualified
extent and in the manner as stated under the appropriate financial statements. Auditors have raised no
headings detailed below: qualification on the financial statements.
The quarterly, half-yearly and annual financial results The Internal Auditor of the Company is a permanent
of your Company are published in newspapers and invitee to the Audit Committee Meeting and regularly
posted on Company’s website www.adanienterprises. attends the Meeting for reporting their findings of the
com. The same are also available on the sites of stock internal audit to the Audit Committee Members.
exchanges where the shares of the Company are listed
i.e. www.bseindia.com and www.nseindia.com.
CERTIFICATION BY
CHIEF EXECUTIVE OFFICER (CEO) AND
CHIEF FINANCIAL OFFICER (CFO)
We have reviewed the financial statements and the cash flow statements for the year ended 31st March, 2019 and that to
the best of our knowledge and belief:
1. These statements do not contain any materially untrue statement or omit any material fact or contain statements that
might be misleading.
2. These statements together present a true and fair view of the Company’s affairs and are in compliance with existing
accounting standards, applicable laws and regulations.
3. To the best of our knowledge and belief, no transactions entered into by the Company during the year ended 31st March,
2019 which are fraudulent, illegal or violation of the Company’s Code of Conduct.
4. We accept responsibility for establishing and maintaining internal control system and that we have evaluated the
effectiveness of the internal control system of the Company and we have disclosed to the auditors and the Audit
Committee, efficiencies in the design or operation of internal control system, if any, of which we are aware and the steps
we have taken or propose to take to rectify these deficiencies.
5. We further certify that we have indicated to the auditors and the Audit Committee:
a) There have been no significant changes in internal control system during the year;
b) There have been no significant changes in accounting policies during the year and that the same have been
disclosed in the notes to the financial statements; and
c) There have been no instances of significant fraud of which we have become aware, involving management or an
employee having a significant role in the Company’s internal control system.
93
Adani Enterprises Limited
CERTIFICATE OF NON-DISQUALIFICATION OF
DIRECTORS
(PURSUANT TO REGULATION 34(3) AND SCHEDULE V PARA C CLAUSE (10)(I) OF THE SEBI (LISTING OBLIGATIONS AND
DISCLOSURE REQUIREMENTS) REGULATIONS, 2015)
To,
The Members of
Adani Enterprises Limited
We have examined relevant registers, records, forms, returns and disclosures received from the Directors of Adani Enterprises
Limited having CIN L51100GJ1993PLC019067 and having registered office at Registered Office - Adani House, 56, Shrimali
Society, Mithakhali Six Road, Navrangpura, Ahmedabad - 380 009. (hereinafter referred to as ‘the Company’), produced
before us by the Company for the purpose of issuing this Certificate, in accordance with Regulation 34(3) read with Schedule
V Para-C Sub clause 10(i) of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015.
In our opinion and to the best of our information and according to the verifications (including Directors Identification Number
(DIN) status at the portal www.mca.gov.in) as considered necessary and explanations furnished to us by the Company & its
officers, We hereby certify that none of the Directors on the Board of the Company as stated below for the Financial Year
ending on 31st March, 2019 have been debarred or disqualified from being appointed or continuing as Directors of companies
by the Securities and Exchange Board of India, Ministry of Corporate Affairs or any such other Statutory Authority.
Ensuring the eligibility of for the appointment / continuity of every Director on the Board is the responsibility of the
management of the Company. Our responsibility is to express an opinion based on our verification. This certificate is neither
an assurance as to the future viability of the Company nor of the efficiency or effectiveness with which the management
has conducted the affairs of the Company.
Chirag Shah
Partner
Place: Ahmedabad FCS No.: 5545
Date: 29th May, 2019 COP No.: 3498
To the Members of
Adani Enterprises Limited
We have examined the compliance of Corporate Governance by Adani Enterprises Limited (“the Company”) for the year
ended on 31st March, 2019 as stipulated in applicable regulations of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 of the Company with the Stock Exchanges.
The compliance of conditions of Corporate Governance is the responsibility of the Management. Our examination was
limited to a review of procedures and implementations thereof adopted by the Company for ensuring the compliance of the
conditions of Corporate Governance. It is neither an audit nor an expression of opinion on the financial statement of the
Company.
In our opinion and to the best of our information and according to the explanations given to us, we certify that the Company
has complied with the conditions of Corporate Governance as stipulated in the applicable regulations of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015.
We further state that such compliance is neither an assurance as to the future viability of the Company nor the Efficiency
or effectiveness with which the management has conducted the affairs of the Company
Chirag Shah
Partner
Place: Ahmedabad FCS No.: 5545
Date : 29th May, 2019 COP No.: 3498
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Adani Enterprises Limited
Section A: General Information about the Company 4. Total spending on Corporate Social Responsibility
(CSR) as percentage of profit after tax:
1. Corporate Identity Number (CIN):
L51100GJ1993PLC019067 The Company carries its CSR activities through its
dedicated CSR wing i.e. Adani Foundation. During FY
2. Name of the Company: Adani Enterprises Limited 2018-19, the Company has spent H 6.00 Crores towards
3. Registered Office Address: CSR activities.
‘Adani House’, Nr. Mithakhali Six Roads, 5. List of activities in which expenditure in 4 above has
Navrangpura, Ahmedabad - 380 009, Gujarat, India been incurred:
4. Website: www.adanienterprises.com The major CSR activities are in the Sectors of Education,
Community Health, Sustainable Livelihood Development
5. Email id: investor.relations@adani.in
and Community Infrastructure Development.
6. Financial Year reported: 01.04.2018 to 31.03.2019
Section C: Other Details
7. Sector(s) that the Company is engaged in (industrial
1. Does the Company have any Subsidiary Company /
activity code-wise):
Companies?
Group Class Sub-class Description Yes, the Company has 81 subsidiary companies (including
466 4661 46610 Coal trading step-down subsidiaries) as on 31st March, 2019.
051 0510 05101 & Coal mining 2. Do the subsidiary Company / companies participate in
05103 the BR initiatives of the parent Company?
469 4690 46909 Merchant exporters Business Responsibility initiatives of the parent
As per National Industrial Classification – Ministry of Company are applicable to the subsidiary companies
Statistics and Program Implementations to the extent that they are material in relation to the
business activities of the subsidiaries.
8. List three key products that the Company
3. Do any other entity / entities that the Company does
manufactures/provides (as in balance sheet):
business with participate in the BR initiatives of the
The Company does not manufacture any product, but Company?
is involved in the business activities listed in the table
No other entity / entities participate in the BR initiatives
above. of the Company.
9. Total number of locations where business activity is
Section D: BR Information
undertaken by the Company:
1. Details of Director / Directors responsible for BR:
The total number of locations of Adani Group companies
is as follows: Details of the Director / Directors responsible for
implementation of the BR policy/ policies:
(i) Number of international locations: 12 (including
• DIN: 00008457
offices)
• Name: Mr. Pranav V. Adani
(ii) Number of national locations: 70 (including offices).
• Designation: Director
10. Markets served by the Company: Details of the BR head:
State, National, International
Sr. No Particulars Details
Responsibility
Human Rights
Relationships
Environment
Engagement
Product Life
Stakeholder
Customers’
Well-being
Advocacy
Employee
Inclusive
Business
Growth
Ethics
Policy
Sr.
Questions
No.
P1 P2 P3 P4 P5 P6 P7 P8 P9
1. Do you have a policy /policies for.... Y Y* Y Y Y Y Y Y Y
2. Has the policy been formulated in
Y Y Y Y Y Y Y Y Y
consultation with the relevant stakeholders?
3. Does the policy conform to any national /
international standards? If yes, specify? (The
policies are based on the NVG-guidelines All the policies are compliant with respective principles of
in addition to conformance to the spirit of NVG Guidelines.
international standards like ISO 9000, ISO
14000, OHSAS 18000)
4. Has the policy being approved by the Board?
If yes, has it been signed by MD/owner/CEO/ Y Y Y Y Y Y Y Y Y
appropriate Board Director?
5. Does the Company have a specified
committee of the Board/ Director/ Official to Y Y Y Y Y Y Y Y Y
oversee the implementation of the policy?
6. Indicate the link for the policy to be viewed http://www.adanienterprises.com/investors/investor-
online? downloads/policies
7. Has the policy been formally communicated The policies have been communicated to key internal
to all relevant internal and external stakeholders. The communication is an ongoing process to
stakeholders? cover all internal & external shareholders.
8. Does the Company have in-house structure to
Y Y Y Y Y Y Y Y Y
implement the policy/policies.
9. Does the Company have a grievance redressal
mechanism related to the policy/policies to
Y Y Y Y Y Y Y Y Y
address stakeholders’ grievances related to
the policy/ policies?
10. Has the Company carried out independent
audit/evaluation of the working of this policy Y Y Y Y Y Y Y Y Y
by an internal or external agency?
* While the Company does not manufacture any products, the policy addresses the aspect of environmental protection
in the Company’s coal mining operations.
2a. If answer to S. No. 1 against any principle, is ‘No’, please explain why: (Tick up to 2 options).
Sr. Questions P1 P2 P3 P4 P5 P6 P7 P8 P9
No.
1. The Company has not understood the principle
2. The Company is not at stage where it finds
itself in a position to formulate and implement
the policies on specified principle
3. The Company does not have financial or NOT APPLICABLE
manpower resources available for the task
4. It is planned to be done within next six month
5. It is planned to be done within next one year
6. Any other reason (please specify)
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Adani Enterprises Limited
(i) Indicate the frequency with which the Board of Directors, Committee of the Board or CEO to assess the BR performance
of the Company. Within 3 months, 3-6 months, Annually, More than 1 year:
The CEO / Executive Director periodically assess the BR performance of the Company.
(ii) Does the Company publish a BR or a Sustainability Report? What is the hyperlink for viewing this report? How
frequently it is published?
This report comprises the Company’s 7th Business Responsibility Report as per the National Voluntary Guidelines on Social,
Environmental and Economic Responsibility of Business (NVG). The Company has published its Sustainability Report for
the FY 2017-18. The link for viewing the said report - http://www.adanienterprises.com/sustainability/policies.policies.
Principle 1: Business should conduct and govern I. Reduction during sourcing / production /
themselves with Ethics, Transparency and distribution achieved since the previous year
Accountability through the value chain:
1. Does the policy relating to ethics, bribery and corruption Not applicable since the Company does not
cover only the Company? Yes/No. Does it extend to the manufacture any products.
Group / Joint Ventures / Suppliers/ Contractors /NGOs /
II. Reduction during usage by consumers (energy,
Others?
water) achieved since the previous year?
The Company has adopted a Code of Conduct for
Not applicable.
its Directors and Senior Management personnel.
Additionally, the Policy on Code of Conduct for 3. Does the Company have procedures in place for
Employees applies to all employees across Adani sustainable sourcing (including transportation)?
Group of companies. These do not extend to any other
entities. No specific procedures have been adopted for
sustainable sourcing.
2. How many stakeholder complaints have been received
in the past financial year and what percentage was 4. Has the Company undertaken any steps to procure
satisfactorily resolved by the management? If so, goods and services from local and small producers,
provide details thereof, in about 50 words or so. including communities surrounding their place of
work? If yes, what steps have been taken to improve
No stakeholder complaints pertaining to the above the capacity and capability of local and small vendors?
Codes were received in the past financial year.
Not applicable
Principle 2: Business should provide goods 5 Does the Company have a mechanism to recycle products
and services that are safe and contribute to and waste? If yes, what is the percentage of recycling of
sustainability throughout their life cycle products and waste? (Separately as <5%, 5-10%, >10%).
Also, provide details thereof, in about 50 words or so.
1. List up to 3 of your products or services whose design
has incorporated social or environmental concerns, Not applicable
risks and/or opportunities.
Not applicable since the Company does not Principle 3: Business should promote the well-
manufacture any products. being of all employees
2. For each such product, provide the following details 1. Please indicate total number of employees:
in respect of resource use (energy, water, raw material
etc) per unit of product (optional): The Company has a total of 877 permanent employees
as on 31st March, 2019.
2. Please indicate total number of employees hired on In the current year the organisation has achieved around
temporary/contractual/casual basis: 8 man-days of training at each grade & all the contractual
or sourced staff was also provided similar opportunities
The Company has a total 622 employees hired on and the programs like etiquettes & self-improvement
contractual basis as on 31st March, 2019. were organised for drivers and all staff were under went
mandatory First Aid ; Fire & Safety training etc.
3. Please indicate the number of permanent women
employees:
Principle 4: Business should respect the interest
The Company has 19 women employees as on of, and be responsive towards all stakeholders,
31st March, 2019. especially those who are disadvantaged,
vulnerable and marginalized
4. Please indicate the number of permanent employees
with disabilities. 1. Has the Company mapped its internal and external
stakeholders?
There was no permanent employee with disabilities as
on 31st March, 2019. Yes, the Company’s key stakeholders include employees,
suppliers, customers, business partners, regulatory
5. Do you have an employee association that is recognized
agencies and local communities around its sites of
by the Management?
operations.
The Company does not have an employee association.
2. Out of the above, has the Company identified
6. What Percentage of permanent employees who are the disadvantaged, vulnerable and marginalized
members of this recognized employee association? stakeholders?
Employee Learning & Development is crucial for Adani Foundation has been working across 2,250
organizational success and this is an integral part of villages in 18 States of India, creating meaningful
whole organization wide Human Resources Strategy. impact in the lives of 3.2 million individuals a year. Its
core areas of focus have been on Education, Community
The organisation has clearly defined Training
Health, Sustainable Livelihood Development and
& Development Policy – which cut across the
Community Infrastructure Development. A summary
organisational Vision & Mission and Values. The entire
of the major development initiative undertaken by the
employees irrespective of their grade and status have
company through Adani Foundation are as under:
been provided with opportunity to hone their skills &
competencies. Education:
A special attention was given to conduct a well- Adani Vidya Mandir, schools are providing completely
structured Assessment & Development Centres across cost-free quality education to 2,100 meritorious
all categories of employees and through which a students from economically weaker section of the
detailed Individual Development Plans (IDPs) were society and are operational in Ahmedabad (Gujarat),
prepared. With this outcome the employees were Bhadreshwar (Gujarat) and Surguja (Chhattisgarh). The
trained reinforcing – Job related Skills; Competencies students are provided with free of cost transportation,
and desired behavioural improvement etc. uniform, textbooks, notebooks and meals.
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Adani Enterprises Limited
Adani Foundation introduced ‘Coding Sandpit’ in AVM, education to last of the rural & tribal children. Adani
Ahmedabad in partnership with Cambridge University supported, Shree Sankar Shewa Shamiti, Jharkhand
Press, UK. This is the first time in India that a structured run Ekal Vidyalaya have commenced classes in 120
coding curriculum is being launched in schools. schools in far reached tribal villages of Sunderpahari
and Poraiyahat blocks benefitting over 3000 students.
NABET under Quality Council of India (QCI) certifies
Adani Vidya Mandir, Ahmedabad (AVMA) as the ‘NABET Community Health:
Accredited School’ thus making AVMA the first cost-
free school in India and the first private school in In Riagarh, our Mobile Healthcare Unit (MHCU) has
Ahmedabad city to achieve this fete. providing free primary healthcare to 18 villages at their
doorsteps, benefitting mostly the poor and vulnerable,
In Raigarh region, Merit Scholarship Distribution and especially women, elders, disabled and children.
Free Coaching Classes were conducted. Five additional
trained teachers were also added in Government Mega Health Check-up Camp at Khamaria Panchayat
Schools to help students do well in challenging subjects included five specialists in the fields of Pediatric,
like Science, Mathematics and English. Gynecology, MBBS and Dermatology. Doctors from JMJ
Hospital & Wockhardt Foundation treated 374 patients.
Study kits in 18 villages from 14 Panchayats in Raigarh Free medicine was dispensed as per prescriptions and
district. Each kit included bag, child-centric books and 18 patients were referred further to the City Hospital.
slates, benefiting 675 kids in 44 Anganwadi centres. In another Health Camp, 109 women were attended by
Parents, Anganwadi workers, women & child welfare a specialized doctor from JMJ Hospital.
dept., ICDS Dept. applauded our effort to encourage
enrollment of kids as well to retain them in the Free artificial limbs and calipers were presented to
Anganwadi centers. especially abled villagers through a function organized
at village Karwahi of Tamanar Block. Specialists from
In the tribal hinterland of Godda district in Jharkhand, Jaipur Foot organization supported Adani Foundation
Adani Foundation in partnership with the District in conducting the camp wherein another 35 people
Administration and Eckovation Solutions Pvt. Ltd. received free hearing aids.
launched Gyanodaya project in August 2018. The
objective was to promote e-learning through Smart Sustainable Livelihood Development:
Classes. Gyanodaya project covers 157 Government
In order to help acquire modern farming skills and
Schools of Godda district covering 200 villages in
harvesting techniques, 25 farmers from Khamharia,
9 blocks, reaching 65,000 students of 8th to 12th
Dholnara, Karwahi, Milupara and Mudagaon villages
standards.
were taken for a two-day training and exposure visit to
Raincoats were distributed to children in 20 schools, PNB Farmers welfare Trust Raipur. Experts and agro-
benefiting 4800 students from 15 villages. The scientists from the Indira Gandhi Krishi Vidyalaya were
objective of the distribution programme was to the resource persons and mentors during the visit.
encourage students to attend schools regularly even
A special veterinary camp was organized by Adani
on a rainy day.
Foundation in collaboration with Government
‘Apna School’ Programme, to provide Competitive Veterinary Department in village Milupara. As many
Classes & Coaching, was initiated in the tribal villages as 658 animals, that included Goats, cows, bullocks,
of Nayabad, Gangta, Petbi and Baliakitta benefitting buffaloes, were provided with free medicines after
233 students. proper health check-up.
On requests from the community, Adani Foundation Nation Building through Sports
has provided seven experienced and skilled teachers in
Sports kits comprising of football, volley ball, cricket,
Government Schools. This initiative aims to improve the
carom board, rope and disc throw etc. were distributed
quality of education in schools by improving student-
to more than 50 youth groups & clubs in the villages in
teacher ratio and concept building of students in
Godda district.
subjects like Science and Mathematics benefitting
over 1611 students. A Cricket Tournament was held during the year where
eight village teams participated. More than 5,000
Adani supported Ekal Vidyalaya envisages integrated
villagers attended the final match.
and holistic development of rural India, and to take
Five football tournaments were held at Bangama- Borio, Company’s commitment to follow the basic principles
Dumarhil- Rajabhittha, Nayabad, Railway Siding villages of human rights is embedded in “Code of Conduct”
where 16 teams participated in each tournament. adopted by the Company. The Company strictly
adheres to all applicable labor laws and other statutory
The Godda District Net Ball Association was supported requirements in order to uphold the human rights
to organize a championship that the local MLA within its organizational boundary.
inaugurated.
2. How many stakeholder complaints have been received
On the request of many local youth, a 10-day badminton in the past financial year and what percent was
tournament was organized at Khantnai village with 32 satisfactorily resolved by the Management?
participants and thousands of spectators.
No stakeholder complaints were received during the
On the Occasion of Major Dhyanchand’s birth anniversary, last financial year.
National Sports Day (29th August) was celebrated. Race,
Kabaddi, Tug of War, Jalebi Race etc. were organized
with much enthusiasm and participation. Principle 6: Business should respect, protect, and
make effort to restore the environment
Kabaddi Tournament for Men and Women were
organized at Tamnar block in Raigarh. During the three 1. Does the policy pertaining to this Principle cover only
day event, over 320 men and women participants from the Company or extends to the Group / Joint Ventures /
18 different villages and showcased their talent with an Suppliers / Contractors / NGOs / others?
average of 6,000 spectators.
Environment policy of the Company does not extend to
Adani T-10 Cricket Premier League 2019 was held at any other entities.
Dholnara village, Raigarh dist. This year, the villagers
2. Does the Company have strategies / initiatives to
had formed a “Cricket Organizing Committee” and
address global environmental issues such as climate
taken the responsibility of running the tournament. All
change, global warming, etc? Y / N. If yes, please give
the teams had received cricket kits, uniforms, shoes
hyperlink for webpage etc.
and all other facilities from Adani Foundation.
Yes, the Company is committed to addressing the
Community Infrastructure Development
global environmental issues such as climate change
At time, lack of toilet facilities can deter students, and global warming through Energy Conservation,
especially girls, from attending school. Three toilet efficient natural resource utilization and adoption of
blocks in Baksara Middle School, Motia High School, and cleaner energy sources such as solar power.
Basantpur Middle School were built and handed over,
3. Does the Company identify and assess potential
benefitting 1200 students. Promoting and facilitating
environmental risks? Y/N
a culture of cleanliness was also the other objective.
Further, 25 water recharge pits have been dug near the Yes, the Company regularly identifies and assesses
hand pumps and wells in 12 villages. environmental risk during all stages of its existing and
planned projects.
Renovation and maintenance of hand pumps in the area
were taken up with an aim of ensuring 100% functioning. 4. Does the Company have any project related to Clean
In total 210 hand pumps were restored, serving 1866 Development Mechanism (CDM)? If so provide details
households. Additionally, 14 deep bore-wells were thereof, in about 50 words or so. Also, If Yes, whether
installed for providing drinking water round the year. any environmental compliance report is filed?
Not Applicable
Principle 5: Business should respect and promote
human rights 5. Has the Company undertaken any other initiatives on -
clean technology, energy efficiency, renewable energy
1. Does the Company’s policy on human rights cover only
etc?
the Company or extend to the Group / Joint Ventures /
Suppliers / Contractors / NGOs / others? Not Applicable
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Adani Enterprises Limited
6. Are the Emissions / Waste generated by the Company Principle 8: Business should support inclusive
within the permissible limits given by CPCB / SPCB for growth and equitable development
the financial year being reported?
1. Does the Company have specified programme /
Yes, the emissions / waste generated are within the initiatives/ projects in pursuit of the policy related to
permissible limits given by CPCB/SPCB. principle 8? If yes details thereof.
7. Number of show cause / legal notices received from The Company has been pursuing and promoting the
CPCB / SPCB which are pending societal mission of equitable development and inclusive
growth through Adani Foundation, the CSR and
There are no show cause / legal notices received from
sustainability arm of the Adani Group of Companies.
CPCB/SPCB which are pending as of end of financial year.
Adani Foundation, since its formation in year 1996,
has been working in numerous strategic human
Principle 7: Business, when engaged in influencing development areas, benefitting the most deserving
public and regulatory policy, should do so in a members of the society.
responsible manner
Adani Foundation works with a bottom-up approach
1. Is your Company a member of any trade and chambers with the community with an inclusive agenda. Adani
of association? If Yes, name only those major ones that Foundation has always endeavoured to work in with the
your business deals with. focus on sustainability, transparency and replicability.
Yes, the Company is a member of the following key Adani Foundation has been working across 2250 villages
associations: in 18 states of India, creating meaningful impact in the
lives of 3.2 million individuals a year. Its core areas of
(i) Confederation of Indian Industry (CII) focus have been on Education, Community Health,
Sustainable Livelihood Development and Community
(ii) Independent Power Producers Association of India
Infrastructure Development.
(IPPAI)
2. Are the programmes /projects undertaken through
(iii) Gujarat Chamber of Commerce and Industry (GCCI)
in-house team / own foundation /external NGO/Govt.
(iv) Ahmedabad Management Association (AMA) structure /any other organisation?
(V) Federation of Indian Chamber of Commerce and Adani Foundation is the CSR, sustainability and
Industry (FICCI) community outreach arm of Adani Group. Established
in 1996, Adani Foundation aligns its mission with the
2. Have you advocated / lobbied through above group philosophy of Growth with Goodness. Adani
associations for the advancement or improvement of Foundation is committed to the cause of the deprived
public good? Yes/No; If yes specify the broad areas and underprivileged with a multi-faceted approach of
(Governance and Administration, Economic Reform, development.
Inclusive Development Polices, Energy security, Water,
Food Security, Sustainable Business Principles, Others): Adani Foundation has proper operational and
functional structures in place. At various strategic
Yes, through its membership in the above bodies, project locations across India, the organization has got
the Company has advocated on the key areas of both human resource and operational infrastructure
energy security and electricity pricing, food security for efficient functioning.
with respect to edible oil and pulses, increasing the
productivity of coal mining, and improvement in In addition, Adani Foundation has partnerships and
logistics and rail connectivity of ports. collaborations with organizations of relevant expertise
that include government departments & institutions, Principle 9: Business should engage with and
non-government think-tanks & agencies, community- provide value to their customers and consumers
based knowledge, among others. in a responsible manner.
3. Have you done any impact assessment of your 1. What Percentage of customer complaints / consumer
initiative? cases are pending as on the end of financial
year 2018-19?
Yes, impact assessments of the on-going CSR initiatives;
and need & outcome assessments at grassroots level There were no customer complaints / consumer cases
through participatory rural appraisals are conducted pending as on end of financial year 2018-19.
at regular intervals to evaluate and continually
improve efficiency in programme implementation and 2. Does the Company display product information on the
outcomes. product label, over and above what is mandated as
per local laws? Yes / No / N.A. / Remarks (additional
4. What is the Company’s direct monetary contribution information)
to community development projects and details of
projects undertaken? Not applicable.
The Company’s monetary contribution to community 3. Is there any case filed by any stakeholder against the
development projects in financial year 2018-19 was Company regarding unfair trade practices, irresponsible
H 6 crores. The focus areas of the Company’s community advertising and/or anti-competitive behavior during the
development projects are outlined in response to last five years and pending as of end of FY 2018-19?
Question 3 of Principle 4 under Section E.
There were no such pending cases against the Company
5. Have you taken steps to ensure that community in a court of law..
development initiative is successfully adopted by the
4. Did your Company carry out any consumer survey /
community? Please explain in 50 words.
consumer satisfaction trends?
Community members are included in the process of
The Company has not carried out a formal consumer
need assessment, inception, execution and utilization
survey, however there is a continuous improvement
of services related to any development initiative.
process through which periodic feedback is taken
In addition, efforts are made to involve relevant
on a regular basis from customers/stakeholders and
government agencies and suitable non-government
immediate action is taken on any issues that they are
organizations. These inclusive approach help make our
facing.
initiatives become more sustainable and being adopted
by the community.
****
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Adani Enterprises Limited
Report on the Audit of the Standalone Financial Auditing specified under section 143(10) of the Act
Statements (SAs). Our responsibilities under those Standards are
further described in the Auditor’s Responsibilities for the
Opinion
Audit of the Standalone Financial Statements section
We have audited the accompanying standalone financial of our report. We are independent of the Company in
statements of Adani Enterprises Limited (“the Company”), accordance with the Code of Ethics issued by the Institute
which comprise the balance sheet as at 31st March, of Chartered Accountants of India (ICAI) together with the
2019, the statement of profit and loss (including other ethical requirements that are relevant to our audit of the
comprehensive income), the statement of cash flows and standalone financial statements under the provisions of the
the statement of changes in equity for the year then ended, Act and the Rules made there under, and we have fulfilled
and a summary of significant accounting policies and our other ethical responsibilities in accordance with these
other explanatory information (herein after referred to as
requirements and the ICAI’s Code of Ethics. We believe
“Standalone Financial Statements”).
that the audit evidence we have obtained is sufficient and
In our opinion and to the best of our information and appropriate to provide a basis for our audit opinion on the
according to the explanations given to us, the aforesaid Standalone Financial Statements.
standalone financial statements give the information
required by the Companies Act, 2013 (“the Act”) in the manner Key Audit Matters
so required and give a true and fair view in conformity with
Key audit matters are those matters that, in our professional
the Indian Accounting Standards prescribed under section
133 of the Act read with the Companies (Indian Accounting judgment, were of most significance in our audit of the
Standards) Rules, 2015, as amended, (“Ind AS”) and other Standalone Financial Statements of the current year.
accounting principles generally accepted in India, of the These matters were addressed in the context of our audit
state of affairs of the Company as at 31st March, 2019, the of the Standalone Financial Statements as a whole, and
profit and total comprehensive income, its cash flows and in forming our opinion thereon, and we do not provide a
the changes in equity for the year ended on that date. separate opinion on these matters. We have determined the
matters described below to be the key audit matters to be
Basis for Opinion
communicated in our report.
We conducted our audit of the Standalone Financial
Statements in accordance with the Standards on
105
Adani Enterprises Limited
Information other than the Standalone Financial In preparing the Standalone Financial Statements,
Statements and Auditor’s Report thereon management is responsible for assessing the Company’s
ability to continue as a going concern, disclosing, as
The Company’s Board of Directors is responsible for the applicable, matters related to going concern and using the
other information. The other information comprises the going concern basis of accounting unless management
information included in the Company’s annual report, but either intends to liquidate the Company or to cease
does not include the Standalone Financial Statements and operations, or has no realistic alternative but to do so.
our auditors’ report thereon.
The Board of Directors is also responsible for overseeing
Our opinion on the Standalone Financial Statements does the Company’s financial reporting process.
not cover the other information and we do not express any
form of assurance conclusion thereon.
Auditor’s Responsibilities for the Audit of the
In connection with our audit of the Standalone Financial Standalone Financial Statements
Statements, our responsibility is to read the other
Our objectives are to obtain reasonable assurance about
information and, in doing so, consider whether the other
whether the standalone financial statements as a whole
information is materially inconsistent with the Standalone
are free from material misstatement, whether due to fraud
Financial Statements or our knowledge obtained in the
or error, and to issue an auditor’s report that includes our
audit or otherwise appears to be materially misstated.
opinion. Reasonable assurance is a high level of assurance,
If, based on the work we have performed, we conclude that but is not a guarantee that an audit conducted in accordance
there is a material misstatement of this other information; with SAs will always detect a material misstatement when it
we are required to report that fact. We have nothing to exists. Misstatements can arise from fraud or error and are
report in this regard. considered material if, individually or in the aggregate, they
could reasonably be expected to influence the economic
decisions of users taken on the basis of these Standalone
Management’s Responsibility for the Standalone
Financial Statements.
Financial Statements
As part of an audit in accordance with SAs, we exercise
The Company’s Board of Directors is responsible for the
professional judgment and maintain professional scepticism
matters stated in Section 134(5) of the Companies Act, 2013
throughout the audit. We also:
(“the Act”) with respect to the preparation and presentation
of these Standalone Financial Statements that give a true • Identify and assess the risks of material misstatement
and fair view of the financial position, financial performance of the Standalone Financial Statements, whether due
including other comprehensive income, cash flows and to fraud or error, design and perform audit procedures
changes in equity of the Company in accordance with the responsive to those risks, and obtain audit evidence
accounting principles generally accepted in India, including the that is sufficient and appropriate to provide a basis
applicable Indian Accounting Standards (Ind AS) prescribed for our opinion. The risk of not detecting a material
under Section 133 of the Act, read with the Companies (Indian misstatement resulting from fraud is higher than for
Accounting Standards) Rules, 2015, as amended. one resulting from error, as fraud may involve collusion,
forgery, intentional omissions, misrepresentations, or
This responsibility also includes maintenance of adequate
the override of internal control.
accounting records in accordance with the provisions of
the Act for safeguarding the assets of the Company and • Obtain an understanding of internal financial controls
for preventing and detecting frauds and other irregularities; relevant to the audit in order to design audit procedures
selection and application of appropriate accounting that are appropriate in the circumstances. Under
policies; making judgments and estimates that are section 143(3)(i) of the Act, we are also responsible for
reasonable and prudent; and design, implementation and expressing our opinion on whether the Company has
maintenance of adequate internal financial controls, that adequate internal financial controls system in place
were operating effectively for ensuring the accuracy and and the operating effectiveness of such controls.
completeness of the accounting records, relevant to the
preparation and presentation of the Standalone Financial • Evaluate the appropriateness of accounting policies
Statements that give a true and fair view and are free from used and the reasonableness of accounting estimates
material misstatement, whether due to fraud or error. and related disclosures made by the management.
107
Adani Enterprises Limited
i. The Standalone Financial Statements disclose 3. With respect to the matters to be included in the
the impact of pending litigations on the Auditor’s Report in accordance with the requirements
standalone financial position of the Company of section 197(16) of the Act, as amended:
– Refer note 41 to the Standalone Financial
Statements; In our opinion and to the best of our information
and according to the explanations given to us, the
ii. Provision has been made in the Standalone remuneration paid by the Company to its directors during
Financial Statements, as required under the current year is in accordance with the provisions of
the applicable law or Ind AS, for material section 197 of the Act.
foreseeable losses, if any, on long term
contracts including derivative contracts-
Refer note 40 to the Standalone Financial For SHAH DHANDHARIA & CO.
Statements. Chartered Accountants
Firm’s Registration No. 118707W
iii. There has been no delay in transferring the
amounts, required to be transferred, to the Ankit Ajmera
Investor Education and Protection Fund by the Place : Ahmedabad Partner
Company. Date : 29th May, 2019 Membership No.434347
(i) (a) The Company has maintained proper records (iv) In our opinion and according to information and
showing full particulars, including quantitative explanations given to us and representations made
details and situation of fixed assets. by the Management, the Company has complied with
provisions of Section 185 and 186 of the Act in respect
(b) As explained to us, fixed assets, according to the of grant of loans, investments made, and guarantees
practice of the Company, are physically verified and securities provided by it.
by the management at reasonable intervals, in
a phased verification programme, which, in our (v) According to information and explanations given to us,
opinion, is reasonable, looking to the size of the the Company has not accepted any deposits from the
Company and the nature of its business. public within the meaning of the directives issued by
the Reserve Bank of India, provisions of section 73 to 76
(c) The title deeds of immovable properties, as disclosed
of the Act, any other relevant provisions of the Act and
in note 3 on Property, Plant and Equipment, to the
the relevant rules framed thereunder. Accordingly, the
standalone financial statements, are held in the
provisions of clause 3(v) of the Order are not applicable
name of the Company, except for leasehold land
to the Company.
and immovable assets acquired, pursuant to the
composite scheme of arrangement having a carrying (vi) We have broadly reviewed the cost records maintained
value of H 2.84 Crores as at 31st March, 2019. by the Company pursuant to the Companies (Cost
Records and Audit) Rules 2014 prescribed by the Central
(ii) The inventory, other than stocks lying with third parties,
Government under section 148(1) of the Companies Act,
has been physically verified by the management during
2013 in respect of the Company’s products/ services to
the year. In our opinion, the frequency of verification is
which the said rules are made applicable and are of the
reasonable. In respect of stocks lying with third parties
opinion that prima facie the prescribed cost records have
at the year-end, written confirmations have been
been made and maintained. However, we have not made
obtained. The discrepancies noticed on verification
a detailed examination of the cost records with a view to
between the physical stocks and the book records were
determine whether they are accurate or complete.
not material and have been properly dealt with in the
books of account. (vii) (a) According to the information and explanations
given to us and on the basis of our examination of
(iii)
(a) The Company has granted unsecured loans
the records of the Company, amounts deducted/
to parties covered in the register maintained
accrued in the books of account in respect of
under section 189 of the Act. According to the
undisputed statutory dues including Provident
information and explanation given to us and the
records produced to us, the terms and conditions Fund, Employees State Insurance, Income Tax,
of the grant of such loan are not prejudicial to the Sales Tax, Service Tax, Customs Duty, Excise Duty,
interest of the Company. Value Added Tax, Goods and Service Tax, cess and
other material statutory dues have generally been
(b) The schedule of repayment of principal and deposited regularly during the year by the Company
payment of interest has been stipulated and with the appropriate authorities.
repayments or receipts of principal amounts and
interest have been regular as per stipulations. (b) According to the information and explanations
given to us, no undisputed amounts payable in
(c) There are no amounts of loan granted to such respect of applicable statutory dues as referred to
parties covered in the register maintained under above were in arrears as at 31st March 2019 for a
section 189 of the Act, which are overdue for more period of more than six months from the date they
than ninety days. became payable.
109
Adani Enterprises Limited
(c) According to the information and explanations given to us, there are no material dues of wealth tax which have not
been deposited with the appropriate authorities on account of any dispute. However, according to information and
explanations given to us, the following dues of Customs Duty, cess, Income Tax, Sales Tax/ Value Added Tax, Service
Tax, Excise Duty, Stamp Duty and FEMA/ FERA have not been deposited by the Company on account of disputes.
Name of Statute Nature of the Forum where dispute is Amount (*) Amount paid Period to which the
dues pending (K in Crores) under protest amount relates
(K in Crores)
Income Tax Act Income Tax Appellate Authority upto 34.28 --- 2008-09 & 2014-15
Commissioner’s Level
Appellate Tribunal 2.52 2.33 2008-09 & 2010-11
High Court 47.62 12.90 2001-02 & 2006-07
to 2009-10
Finance Act, 1994 Service Tax Appellate Tribunal 33.41 17.95 2004-05, 2006-07 to
2009-10
Sales Tax Acts Sales Tax Appellate Authority upto 171.09 10.48 1999-2000, 2002-03
Commissioner’s Level to 2014-15, 2016-17
& 2017-18
Appellate Tribunal 26.78 5.53 2001-02, 2004-05,
2012-13 to 2014-15
High Court 32.49 4.32 2005-06 to 2010-11
& 2014-15
Excise Act Excise Duty High Court 0.61 0.15 1998-99, 1999-2000
Foreign Exchange Penalty Appellate Tribunal 4.10 --- 2000-01
Management Act
Foreign Exchange Penalty Appellate Authority upto 0.16 --- 1997-98
Regulation Act Commissioner's Level
Bombay Stamp Stamp Duty Chief Controlling 75.00 18.75 2015-16
Duty Act Revenue Authority
Customs Act Customs Duty Assessing Authority 189.5 98.6 1994-96, 1997-98,
1999-2000 to
2008-09, 2012-13 &
2013-14
Appellate Tribunal 795.62 282.13 1992-93, 1993-94,
2005-06 to 2007-08,
2011-12 & 2012-13
High Court 1.47 0.87 1992-93 to 1993-94
& 1996-97
Jt. Secretary, Ministry of 0.83 --- 2006-07 to 2009-10
Finance
Supreme Court 1.04 --- 1997-98 & 1999-2000
* Amount as per Demand orders including interest and penalty wherever figures available.
(viii) According to the information and explanations given to us and on the basis of our examination of the records of the
Company, it has not defaulted in repayment of loans or borrowings from Banks and Financial Institutions or dues to
debenture holders. The Company has not taken any loan from government.
(ix) Based upon the audit procedures performed, the Company has not raised moneys by way of initial public offer or further
public offer. In our opinion and as per the information and explanations given by the management, the Funds raised
through debt instruments and term loans have been applied for the purpose for which they were raised.
(x) During the course of our examination of the books and (xiv) According to the information and explanations given to
records of the Company, carried out in accordance us and on the basis of our examination of the records,
with the generally accepted auditing practice in India, the Company has not made any preferential allotment
and according to the information and explanation or private placement or not issued any fully or partly
given to us, we have neither come across any instance convertible debenture during the year under review.
of material fraud by the Company or on the Company Accordingly the provisions of paragraph 3(xiv) of the
by its officers or employees, noticed or reported during Order are not applicable.
the year.
(xv) According to the information and explanations given
(xi) According to the information and explanations given to to us and on the basis of our examination of the
us and on the basis of our examination of the records of records, Company has not entered into any non-cash
the Company, managerial remuneration has been paid transactions with any director or any person connected
or provided in accordance with the requisite approvals with him. Accordingly the provisions of Clauses 3(xv) of
mandated by the provisions of Section 197 read with the Order are not applicable to the Company.
Schedule V of the Act.
(xvi) In our opinion, the Company is not required to be
(xii) In our opinion, the Company is not a nidhi Company. registered under section 45 IA of the Reserve Bank
Accordingly the provisions of Clauses 3 (xii) of the of India Act, 1934 and accordingly, the provisions of
Order are not applicable. clause 3(xvi) of the Order are not applicable.
(xiii) As per information and explanations given to us and For SHAH DHANDHARIA & CO.
on the basis of our examination of the records of the Chartered Accountants
Company, all the transaction with related parties are Firm’s Registration No. 118707W
in compliance with section 177 and 188 of Companies
Act 2013 and all the details have been disclosed in Ankit Ajmera
Standalone Financial Statements as required by the Place : Ahmedabad Partner
applicable Indian Accounting Standards. Date : 29th May, 2019 Membership No.434347
111
Adani Enterprises Limited
assurance regarding the reliability of financial reporting Inherent Limitations of Internal Financial Controls
and the preparation of financial statements for external over Financial Reporting
purposes in accordance with generally accepted accounting
principles. A company’s internal financial control over Because of the inherent limitations of internal financial
financial reporting includes those policies and procedures controls over financial reporting, including the possibility
that: of collusion or improper management override of controls,
material misstatements due to error or fraud may occur and
(1) pertain to the maintenance of records that, in not be detected. Also, projections of any evaluation of the
reasonable detail, accurately and fairly reflect the internal financial controls over financial reporting to future
transactions and dispositions of the assets of the periods are subject to the risk that the internal financial
company; control over financial reporting may become inadequate
because of changes in conditions, or that the degree of
(2)
provide reasonable assurance that transactions
compliance with the policies or procedures may deteriorate.
are recorded as necessary to permit preparation of
financial statements in accordance with generally
accepted accounting principles, and that receipts and
expenditures of the company are being made only in For SHAH DHANDHARIA & CO.
accordance with authorizations of management and Chartered Accountants
directors of the company; and Firm’s Registration No. 118707W
113
Adani Enterprises Limited
Balance Sheet as at 31 st
March, 2019
(H in Crores)
Particulars Notes As at As at
31st March, 2019 31st March, 2018
ASSETS
I Non-Current Assets
(a) Property, Plant & Equipment 3 931.03 623.61
(b) Capital Work-in-Progress 4 211.39 413.90
(c) Investment Property 5 9.37 9.37
(d) Intangible Assets 3 617.27 629.79
(e) Financial Assets
(i) Investments 6 1,943.24 3,007.97
(ii) Loans 7 - 18.69
(iii) Other Financial Assets 8 45.78 252.78
(f) Income Tax Assets (net) 9 168.46 177.25
(g) Deferred Tax Assets (net) 10 168.27 214.01
(h) Other Non-Current Assets 11 194.07 266.24
4,288.88 5,613.61
II Current Assets
(a) Inventories 12 1,901.88 1,294.42
(b) Financial Assets
(i) Investments 13 1.00 1.00
(ii) Trade Receivables 14 4,998.42 2,635.37
(iii) Cash & Cash Equivalents 15 140.83 272.95
(iv) Bank Balances other than (iii) above 16 208.87 251.71
(v) Loans 17 2,013.52 3,168.19
(vi) Other Financial Assets 18 435.59 79.39
(c) Other Current Assets 19 500.87 481.72
10,200.98 8,184.75
Assets held for distribution to Owners 38 - 1,612.30
10,200.98 9,797.05
Total Assets 14,489.86 15,410.66
EQUITY AND LIABILITIES
EQUITY
(a) Equity Share Capital 20 109.98 109.98
(b) Other Equity 21 3,138.84 3,798.42
Total Equity 3,248.82 3,908.40
LIABILITIES
I Non-Current Liabilities
(a) Financial Liabilities
(i) Borrowings 22 928.34 1,596.99
(ii) Other Financial Liabilities 23 103.17 105.54
(b) Provisions 24 17.39 17.99
1,048.90 1,720.52
II Current Liabilities
(a) Financial Liabilities
(i) Borrowings 25 1,915.33 4,971.34
(ii) Trade Payables 26
- Total outstanding dues of micro and small enterprises 1.34 -
- Total outstanding dues of creditors other than micro and 7,725.22 3,693.18
small enterprises
(iii) Other Financial Liabilities 27 234.33 238.38
(b) Other Current Liabilities 28 276.13 160.36
(c) Provisions 29 39.79 27.45
10,192.14 9,090.71
Liabilities associated with assets held for distribution to 38 - 691.03
Owners
Total Liabilities 10,192.14 9,781.74
Total Equity and Liabilities 14,489.86 15,410.66
115
Adani Enterprises Limited
B. Other Equity
(H in Crores)
Particulars Reserves and Surplus Total
General Securities Capital Retained
Reserve Premium Reserve Earnings
Balance as at 1st April, 2017 324.94 982.64 24.55 2,325.07 3,657.20
Profit for the year - - - 197.03 197.03
Other Comprehensive Income for the year - - - (2.87) (2.87)
Total Comprehensive Income for the year - - - 194.16 194.16
Dividend on equity shares - - - (43.99) (43.99)
Tax on Dividend - - - (8.96) (8.96)
Transfer to General Reserve 10.00 - - (10.00) -
Balance as at 31st March, 2018 334.94 982.64 24.55 2,456.28 3,798.42
Profit for the year - - - 487.24 487.24
Other Comprehensive Income for the year - - - (0.88) (0.88)
Total Comprehensive Income for the year - - - 486.36 486.36
On account of Scheme of arrangement (24.55) (1,068.36) (1,092.91)
Dividend on equity shares - - - (43.99) (43.99)
Tax on Dividend - - - (9.04) (9.04)
Transfer to General Reserve 10.00 - - (10.00) -
Balance as at 31st March, 2019 344.94 982.64 - 1,811.26 3,138.84
(H in Crores)
Particulars For the year ended For the year ended
31st March, 2019 31st March, 2018
A CASH FLOW FROM OPERATING ACTIVITIES
Net Profit Before Tax 629.96 290.29
Adjustment for:
Depreciation and Amortization 101.19 87.41
Interest / Dividend from Investments (0.13) (0.07)
Exchange Rate Difference Adjustment (62.04) 35.37
Profit from Limited Liability Partnerships (192.40) (3.92)
Net Gain on Sale of Current Investments (23.42) (16.48)
Loss/(Profit) on sale of Fixed Assets (Net) 0.29 0.01
Bad Debts / Provision for Doubtful Debts, Loans & Advances 47.18 184.72
Liability no Longer Required to be Written back (5.27) (0.52)
Finance Cost 581.07 728.85
Interest Income (333.62) (560.01)
Unearned Guarantee Fee Income (12.85) (25.88)
Stamp Duty on account of Scheme of arrangement 25.00 -
Impairment in value of Investments 5.14 -
Gain on disposal of Long term investments (4.18) (0.13)
Operating Profit before Working Capital changes 755.92 719.65
Adjustment for:
Trade & Other Receivables (2,528.10) 228.49
Inventories (607.46) (702.04)
Loans & Advances 0.31 (0.51)
Trade Payables, Other Liabilities & Provisions 4,375.47 834.10
Cash generated from operations 1,996.16 1,079.69
Direct Tax (paid) / refund (88.20) (93.57)
Net Cash from Operating Activities A 1,907.96 986.12
B CASH FLOW FROM INVESTING ACTIVITIES
Capital Expenditure on Fixed Assets (after adjustment of (214.25) (92.79)
Increase/decrease of Capital Work-in-Progress, Capital
Creditors and advances)
Sale/Disposal of Fixed Assets 0.71 0.14
Loans to Subsidiary / Joint Venture Companies / Associates 1,176.45 195.71
(Net)
Loans to Others (Net) (3.40) (15.88)
Proceeds from Sale/Redemption of Investments in 1,268.34 0.13
Subsidiaries / JVs / Associates
Purchase of Investments in Subsidiaries / JVs (285.34) (330.17)
Gain from Sale/Redemption of Investments in others (net) 23.42 16.48
Withdrawal / (Investment) in Limited Liability Partnerships 53.56 4.35
Withdrawal/ (Investments) in Short Term Deposits (net) 42.87 (196.91)
Interest / Dividend from Investments 0.13 0.07
Interest Received 334.28 590.51
Net Cash from Investing Activities B 2,396.77 171.64
117
Adani Enterprises Limited
(H in Crores)
Particulars For the year ended For the year ended
31st March, 2019 31st March, 2018
C CASH FLOW FROM FINANCING ACTIVITIES
Proceeds/(Repayment) Short Term Loan from Subsidiary 241.23 35.80
(Net)
Proceeds/(Repayment) from Short term borrowings (Net) (3,272.62) 212.66
Proceeds from Long Term Borrowings 1,046.31 1,569.96
Repayment of Long Term Borrowings (1,781.03) (2,157.67)
Stamp Duty on account of Scheme of Arrangement (25.00) -
Finance Cost Paid (592.70) (752.55)
Dividend Paid ( Including Dividend Tax ) (53.04) (52.94)
Net Cash used in Financing Activities C (4,436.85) (1,144.74)
Net Increase/(Decrease) in Cash & Cash Equivalents (A+B+C) (132.12) 13.02
Cash & Cash equivalents at the beginning of the year 272.95 259.93
Cash & Cash Equivalents as at the end of the year 140.83 272.95
(ii) The Statement of Cash Flow has been prepared under the ‘Indirect Method’ set out in Ind AS 7 ‘Statement of Cash Flow’.
(iii) As per the amendment in “Ind AS 7 Statement of Cash flows : Disclosure of changes in liabilities arising from financing
activities, including both changes arising from cash flows and non-cash changes.
(H in Crores)
Particulars As at 31st Cash Flows Non-cash changes As at 31st
March, 2018 Exchange Rate Amortization of March, 2019
Difference ancillary cost of
Adjustment borrowing
Non - Current borrowings 1,596.99 (642.04) (32.88) 6.27 928.34
Current maturity of Non-Current 114.38 (92.68) - - 21.70
borrowings
Current borrowings 4,971.34 (3,031.39) (24.62) - 1,915.33
Total 6,682.71 (3,766.11) (57.50) 6.27 2,865.37
Adani Enterprises Limited (‘the Company’, ‘AEL’) is a public company domiciled in India and incorporated under the
provisions of Companies Act, 1956, having its registered office at "Adani House", Near Mithakhali Six Roads, Navrangpura,
Ahmedabad - 380009, Gujarat, India. Its shares are listed on the BSE Limited and National Stock Exchange. The Company
is in the business of Trading of Coal and other commodities & Coal Mine Development and Operations (MDO).
I Basis of Preparation
a) Statement of Compliance
The financial statements of the Company have been prepared in accordance with Indian Accounting Standards (Ind AS)
notified under section 133 of the Companies Act, 2013 read with the Companies (Indian Accounting Standards) Rules,
2015, as amended from time to time.
These financial statements have been prepared and presented under the historical cost convention with the exception
of certain assets and liabilities that are required to be carried at fair values by Ind AS. Fair value is the price that would
be received to sell an asset or paid to transfer a liability in an orderly transaction between the market participants at
the measurement date.
The financial statements are presented in INR except when otherwise stated. All amounts have been rounded-off
to the nearest crore, unless otherwise indicated.
The preparation of financial statements in conformity with Ind AS requires management to make certain judgements,
estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities (including
contingent liabilities) and the accompanying disclosures. Future results could differ due to these estimates and
differences between the actual results and the estimates are recognised in the periods in which the results are known/
materialised. Estimates and underlying assumptions are reviewed on an ongoing basis.
Determination of the estimated useful life of property, plant and equipment and intangible assets and the assessment
as to which components of the cost may be capitalised. Useful life of these assets is based on the life prescribed
in Schedule II to the Companies Act, 2013 or based on technical estimates, taking into account the nature of the
asset, estimated usage, expected residual values and operating conditions of the asset.
ii) Impairment:
Determining whether property, plant and equipment and intangible assets are impaired requires an estimation of
the value in use of the relevant cash generating units. The value in use calculation is based on a Discounted Cash
Flow model over the estimated useful life of the underlying assets or cash generating units. Further, the cash flow
projections are based on estimates and assumptions relating to expected revenues, operational performance of the
assets, market prices of related products or services, inflation, terminal value etc. which are considered reasonable
by the management.
119
Adani Enterprises Limited
The Company’s tax jurisdiction is India. Significant judgements are involved in estimating budgeted profits for the
purpose of paying advance tax, determining the provision for income taxes, including amount expected to be paid/
recovered for uncertain tax positions. Significant management judgement is also required to determine the amount
of deferred tax assets that can be recognised, based upon the likely timing and the level of future taxable profits
together with future tax planning strategies, including estimates of temporary differences reversing on account of
available benefits from the Income Tax Act, 1961.
When the fair values of financials assets and financial liabilities recorded in the Balance Sheet cannot be measured
based on quoted prices in active markets, their fair value is measured using valuation techniques, including the
discounted cash flow model, which involve various judgements and assumptions.
The cost of the defined benefit gratuity plan and the present value of the gratuity obligation are determined
using actuarial valuations. An actuarial valuation involves making various assumptions that may differ from actual
developments in the future. These include the determination of the discount rate, future salary increases and mortality
rates. Due to the complexities involved in the valuation and its long-term nature, a defined benefit obligation is highly
sensitive to changes in these assumptions. All assumptions are reviewed at each reporting date.
The liability for asset retirement obligations are recognised when the Company has an obligation to perform site
restoration activity. The recognition and measurement of asset retirement obligations involves the use of estimates
and assumptions, viz. the timing of abandonment of site facilities which would depend upon the ultimate life of the
project, expected utilization of assets in other projects, the scope of abandonment activity and pre-tax rate applied
for discounting.
Any asset or liability is classified as current if it satisfies any of the following conditions:
iv) The asset/liability is expected to be realized/settled within twelve months after the reporting period;
v) The asset is cash or cash equivalent unless it is restricted from being exchanged or used to settle a liability for at
least twelve months after the reporting date;
vi) In the case of a liability, the Company does not have an unconditional right to defer settlement of the liability for at
least twelve months after the reporting date.
For the purpose of current/non-current classification of assets and liabilities, the Company has ascertained its normal
operating cycle as twelve months. This is based on the nature of services and the time between the acquisition of assets
or inventories for processing and their realization in cash and cash equivalents.
The financial statements are presented in Indian Rupee (INR), which is entity's functional and presentation currency.
Foreign currency transactions are translated into the functional currency, for initial recognition, using the exchange
rates at the dates of the transactions.
All foreign currency denominated monetary assets and liabilities are translated at the exchange rates on the reporting
date. Exchange differences arising on settlement or translation of monetary items are recognised in Statement of
Profit and Loss except to the extent of exchange differences which are regarded as an adjustment to interest costs
on foreign currency borrowings that are directly attributable to the acquisition or construction of qualifying assets
which are capitalised as cost of assets. Non-monetary items that are measured in terms of historical cost in a foreign
currency are not retranslated.
c) Discontinued Operations
The Company classifies assets and operations as held for sale / distribution to owners or as discontinued operations
if their carrying amounts will be recovered principally through a sale/distribution rather than through continuing use.
Classification as a discontinued operations occurs upon disposal or when the operation meets the below criteria,
whichever is earlier.
A discontinued operation is a component of the Company's business, the operations of which can be clearly distinguished
from those of the rest of the Company and
i) is part of a single co-ordinated plan to dispose of a separate major line of business or geographical area of operations; or
Non-current assets held for sale / distribution to owners and discontinued operations are measured at the lower of their
carrying amount and the fair value less costs to sell / distribute. Assets and liabilities classified as held for sale / distribution
are presented separately in the balance sheet. The results of discontinued operations are excluded from the overall results
of the Company and are presented separately in the statement of profit and loss. Also, the comparative statement of profit
and loss is re-presented as if the operations had been discontinued from the start of the comparative period.
Cash comprises cash on hand and demand deposit with banks. Cash equivalents are short-term balances (with an original
maturity of three months or less from the date of acquisition), highly liquid investments that are readily convertible into
known amounts of cash and which are subject to insignificant risk of changes in value.
i) Property, Plant and Equipments, including Capital Work in Progress, are stated at cost of acquisition or construction
less accumulated depreciation and impairment losses, if any. Cost comprises the purchase price (net of tax credits,
wherever applicable), import duty and other non-refundable taxes or levies and any directly attributable cost of
bringing the asset to its working condition for its intended use. Borrowing cost relating to acquisition / construction
of Property, Plant and Equipment which takes substantial period of time to get ready for its intended use are also
included to the extent they relate to the period till such assets are ready to be put to use. The present value of the
expected cost for the decommissioning of an asset after its use is included in the cost of the respective asset if the
recognition criteria for a provision are met.
121
Adani Enterprises Limited
iii) Depreciation is provided using straight-line method as specified in Schedule II to the Companies Act, 2013. Estimated
useful life of assets are determined based on technical parameters / assessments. Depreciation on assets acquired /
disposed off during the year is provided on pro-rata basis with reference to the date of addition / disposal. Leasehold
land and Leasehold improvements are amortised over the period of the lease.
iv) An item of property, plant and equipment is derecognised upon disposal or when no future economic benefits are
expected to arise from continued use of the asset. Any gain or loss arising on the disposal or retirement of property,
plant and equipment is determined as the difference between the sale proceeds and the carrying amount of the
assets and is recognised in Statement of Profit and Loss.
f) Investment Properties
i) Property which is held for long-term rental yields or for capital appreciation or both, is classified as Investment
Property. Investment properties are measured initially at cost, including transaction costs. Subsequent to initial
recognition, investment properties are stated at cost less accumulated depreciation and accumulated impairment
loss, if any.
ii) Investment properties currently comprises of plot of lands only and hence the same are not depreciated.
iii) Investment properties are derecognised either when they have been disposed of or when they are permanently
withdrawn from use and no future economic benefit is expected from their disposal. The difference between the
net disposal proceeds and the carrying amount of the asset is recognised in Statement of Profit and Loss in the
period in which the property is derecognised.
g) Intangible Assets
i) Intangible assets are measured on initial recognition at cost and are subsequently carried at cost less any
accumulated amortisation and accumulated impairment losses, if any. Internally generated intangibles are not
capitalised.
ii) The intangible assets of the Company are assessed to be of finite lives and are amortised over the useful economic
life and assessed for impairment whenever there is an indication that the intangible asset may be impaired. The
Company reviews amortisation period on an annual basis.
Intangible assets are amortised on straight line basis over their estimated useful lives as follows:
Intangible Assets Estimated Useful Life (Years)
Software applications 3-5 Years based on management estimate
Mine Development Assets Over a period of underlying contract
iii) Gains or losses arising from derecognition of an intangible asset are measured as the difference between the net
disposal proceeds and the carrying amount of the asset and are recognised in the Statement of Profit and Loss
when the asset is derecognised.
At the end of each reporting period, the Company reviews the carrying amounts of non-financial assets, other than
inventories and deferred tax assets to determine whether there is any indication that those assets have suffered an
impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine
the extent of the impairment loss (if any). When it is not possible to estimate the recoverable amount of an individual
asset, the Company estimates the recoverable amount of the cash-generating unit to which the asset belongs. Each
CGU represents the smallest group of assets that generates cash inflows that are largely independent of the cash
inflows of other assets or CGUs. When a reasonable and consistent basis of allocation can be identified, corporate
assets are also allocated to individual cash-generating units, or otherwise they are allocated to the smallest group of
cash-generating units for which a reasonable and consistent allocation basis can be identified.
Recoverable amount is the higher of fair value less costs of disposal and value in use. In assessing value in use, the
estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current
market assessments of the time value of money and the risks specific to the asset or CGU for which the estimates of
future cash flows have not been adjusted.
If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount,
the carrying amount of the asset (or CGU) is reduced to its recoverable amount. An impairment loss is recognised
immediately in statement of profit and loss. Impairment loss recognised in respect of a CGU is allocated to reduce the
carrying amounts of the other assets of the CGU (or group of CGUs) on a pro rata basis.
Assets (other than goodwill) for which impairment loss has been recognised in prior periods, the Company reviews at
each reporting date whether there is any indication that the loss has decreased or no longer exists. When an impairment
loss subsequently reverses, the carrying amount of the asset (or a cash-generating unit) is increased to the revised
estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount
that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in
prior years. A reversal of an impairment loss is recognised immediately in statement of profit and loss.
Investment in Subsidiaries, Joint Ventures and Associates are measured at cost less impairment in accordance with Ind
AS 27 “Separate Financial Statements”.
In case of unincorporated entities in the nature of a Joint Operation, the Company recognizes its direct right and its
share of jointly held or incurred assets, liabilities, contingent liabilities, revenues and expenses of joint operations. These
have been incorporated in these financial statements under the appropriate headings.
j) Financial Instruments
A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or equity
instrument of another entity.
Financial assets and financial liabilities are initially measured at fair value. Transaction costs that are directly attributable
to the acquisition or issue of financial assets and financial liabilities (other than financial assets and financial liabilities at
fair value through profit or loss) are added to or deducted from the fair value of the financial assets or financial liabilities, as
appropriate, on initial recognition. Transaction costs directly attributable to the acquisition of financial assets or financial
liabilities at fair value through profit or loss are recognised immediately in Statement of Profit and Loss.
An equity instrument is any contract that evidences a residual interest in the assets of an entity after deducting all of
its liabilities. Equity instruments issued by a Company entity are recognised at the proceeds received, net of direct issue
costs.
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Adani Enterprises Limited
All financial assets, except investment in subsidiaries, associates and joint ventures are recognised initially at fair
value.
1) At amortised cost
A financial asset is measured at the amortised cost if both the following conditions are met :
(a) The asset is held within a business model whose objective is to hold assets for collecting contractual cash
flows, and
(b) Contractual terms of the asset give rise, on specified dates, to cash flows that are solely payments of
principal and interest (SPPI) on the principal amount outstanding.
This category is the most relevant to the Company. After initial measurement, such financial assets are subsequently
measured at amortised cost using the Effective Interest Rate (EIR) method. Amortised cost is calculated by
taking into account any discount or premium on acquisition and fees or costs that are an integral part of the EIR.
The EIR amortisation is included in finance income in the Statement of Profit and Loss. The losses arising from
impairment are recognised in the Statement of Profit and Loss. This category generally applies to trade and other
receivables.
A financial asset is classified as at the FVTOCI if both of the following criteria are met:
a) The objective of the business model is achieved both by collecting contractual cash flows and selling the
financial assets, and
(b) Contractual terms of the asset give rise on specified dates to cash flows that are solely payments of
principal and interest (SPPI) on the principal amount outstanding.
Debt instruments included within the FVTOCI category are measured initially as well as at each reporting date at
fair value. Fair value movements are recognised in the Other Comprehensive Income (OCI) and on derecognition,
cumulative gain or loss previously recognised in OCI is reclassified to Statement of Profit and Loss. For equity
instruments, the Company may make an irrevocable election to present subsequent changes in the fair value in OCI.
If the Company decides to classify an equity instrument as at FVTOCI, then all fair value changes on the instrument,
excluding dividends, are recognised in the OCI. There is no recycling of the amounts from OCI to Statement of Profit
and Loss, even on sale of investment.
FVTPL is a residual category for debt instruments and default category for equity instruments. Financial assets
included within the FVTPL category are measured at fair value with all changes recognised in the Statement of
Profit and Loss.
In addition, the Company may elect to designate a debt instrument, which otherwise meets amortised cost or
FVTOCI criteria, as at FVTPL. However, such election is allowed only if doing so reduces or eliminates a measurement
or recognition inconsistency (referred to as ‘accounting mismatch’).
On derecognition of a financial asset, the difference between the asset’s carrying amount and the sum of the consideration
received and receivable and the cumulative gain or loss that had been recognised in other comprehensive income and
accumulated in equity is recognised in Statement of Profit and Loss if such gain or loss would have otherwise been
recognised in Statement of Profit and Loss on disposal of that financial asset.
The Company applies Expected Credit Loss (ECL) model for measurement and recognition of impairment loss on the
financial assets and credit risk exposure. The Company assesses on a forward looking basis the expected credit losses
associated with its receivables based on historical trends and past experience.
The Company follows ‘Simplified Approach’ for recognition of impairment loss allowance on all trade receivables or
contractual receivables. Under the simplified approach the Company does not track changes in credit risk, but it
recognises impairment loss allowance based on lifetime ECLs at each reporting date, right from its initial recognition.
If credit risk has not increased significantly, 12 month ECL is used to provide for impairment loss. However, if credit risk
has increased significantly, lifetime ECL is used.
ECL is the difference between all contracted cash flows that are due to the Company in accordance with the contract and
all the cash flows that the Company expects to receive, discounted at the original EIR. ECL impairment loss allowance (or
reversal) recognised during the period is recognised as income / (expense) in the Statement of Profit and Loss.
B) Financial Liabilities
Financial liabilities are classified, at initial recognition as at amortised cost or fair value through profit or loss. The
measurement of financial liabilities depends on their classification, as described below:
At amortised cost
This is the category most relevant to the Company. After initial recognition, financial liabilities are subsequently
measured at amortised cost using the EIR method. Gains and losses are recognised in Statement of Profit and Loss
when the liabilities are derecognised as well as through the EIR amortisation process. Amortised cost is calculated by
taking into account any discount or premium on acquisition and fees or costs that are an integral part of the EIR. The
EIR amortisation is included as finance costs in the Statement of Profit and Loss.
Financial liabilities at fair value through profit or loss include financial liabilities held for trading and financial liabilities
designated upon initial recognition as such. Subsequently, any changes in fair value are recognised in the Statement of
Profit and Loss.
A financial liability is derecognised when the obligation under the liability is discharged or cancelled or expires. The
difference in the respective carrying amounts is recognised in the Statement of Profit and Loss.
The Company uses derivative financial instruments such as forward and options currency contracts to hedge its foreign
currency risks. Such derivative financial instruments are initially recognised and subsequently measured at fair value
through profit or loss (FVTPL). Derivatives are carried as financial assets when the fair value is positive and as financial
liabilities when the fair value is negative.
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Adani Enterprises Limited
k) Income Taxes
Income tax expense comprises current tax expense and the net change in the deferred tax asset or liability during the
year. Current and deferred taxes are recognised in Statement of Profit and Loss, except when they relate to items that
are recognised in other comprehensive income or directly in equity, in which case, the current and deferred tax are also
recognised in other comprehensive income or directly in equity, respectively.
i) Current Tax
Provision for current tax is measured at the amount of tax expected to be payable on the taxable income for the
year as determined in accordance with the provisions of the Income Tax Act, 1961. Current income tax assets and
liabilities are measured at the amount expected to be recovered from or paid to the taxation authorities.
Current tax assets and liabilities are offset where the Company has a legally enforceable right to offset and intends
either to settle on a net basis, or to realise the asset and settle the liability simultaneously.
Deferred income tax is recognised using the Balance Sheet approach. Deferred income tax assets and liabilities are
recognised for deductible and taxable temporary differences arising between the tax base of assets and liabilities
and their carrying amount, except when the deferred income tax arises from the initial recognition of an asset or
liability in a transaction that is not a business combination and affects neither accounting nor taxable profit or loss
at the time of the transaction.
Deferred tax assets are recognised to the extent that it is probable that taxable profit will be available against
which the deductible temporary differences, and the carry forward of unused tax credits and unused tax losses can
be utilised. The carrying amount of unrecognised deferred tax assets are reviewed at each reporting date to assess
their realisability and corresponding adjustment is made to carrying values of deferred tax assets in the financial
statements.
Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the year when the
asset is realised or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively
enacted at the reporting date.
Deferred tax assets and liabilities are offset where a legally enforceable right exists to offset current tax assets and
liabilities and the deferred taxes relate to the same taxable entity and the same taxation authority.
Deferred tax includes MAT tax credit. The Company recognises tax credits in the nature of MAT credit as an asset
only to the extent that there is convincing evidence that the Company will pay normal income tax during the
specified period, i.e., the period for which tax credit is allowed to be carried forward. The Company reviews the such
tax credit asset at each reporting date to assess its recoverability.
l) Inventories
ii) Cost of inventories have been computed to include all costs of purchases, cost of conversion, all non-refundable
duties & taxes and other costs incurred in bringing the inventories to their present location and condition.
iv) Net realisable value is the estimated selling price in the ordinary course of business, less estimated cost of
completion and estimated cost necessary to make the sale. Necessary adjustment for shortage / excess stock is
given based on the available evidence and past experience of the Company.
Provisions are recognised for when the Company has at present, legal or contractual obligation as a result of past
events, only if it is probable that an outflow of resources embodying economic outgo or loss will be required and if the
amount involved can be measured reliably. If the effect of the time value of money is material, provisions are discounted
using a current pre-tax rate that reflects, when appropriate, the risks specific to the liability. When discounting is used,
the increase in the provision due to the passage of time is recognised as a finance cost.
Contingent liabilities being a possible obligation as a result of past events, the existence of which will be confirmed
only by the occurrence or non occurrence of one or more future events not wholly in control of the Company are not
recognised in the accounts. The nature of such liabilities and an estimate of its financial effect are disclosed in notes
to the financial statements.
Contingent assets are not recognised in the financial statements. the nature of such assets and an estimate of its
financial effect are disclosed in notes to the financial statements.
n) Revenue Recognition
Effective 1st April, 2018, the Company has adopted Ind AS 115 ‘Revenue from Contracts with Customers’ using the
cumulative effect method. Accordingly, the standard is applied only to the contracts that were not completed as at 1st
April, 2018 and the comparative information in the statement of profit and loss is not restated. The impact of adoption
of the standard on the financial statements of the Company is insignificant.
Revenue is recognised upon transfer of control of promised products or services to customers in an amount that
reflects the consideration which the Company expects to receive in exchange for those products or services. Revenue
is measured based on the transaction price, which is the consideration, adjusted for discounts and other incentives, if
any, as per contracts with the customers. Revenue also excludes taxes collected from customers.
The specific recognition criteria from various stream of revenue is described below:
Revenue from the sale of goods is recognised when the control of the goods has been passed to the customer and
there is no continuing effective control or managerial involvement with the goods.
Revenue from services rendered is recognised when the work is performed and as per the terms of agreement.
(iii) Dividends
Revenue is recognised when the Company’s right to receive the payment is established, which is generally when
shareholders approve the dividend.
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Adani Enterprises Limited
Interest income is accrued on a time basis, by reference to the principal outstanding and at the effective interest
rate applicable, which is the rate that exactly discounts estimated future cash receipts through the expected life of
the financial asset to that asset’s net carrying amount on initial recognition.
Contract Assets
The Company recognises a contract asset corresponding to the revenue recognised when it has performed its obligation
under contract, but consideration is not due. The same is disclosed as “Unbilled Revenue” under Other Current Financial
Assets.
Contract Liability
The Company recognises a contract liability when consideration is received or due from customer, but the Company
is yet to perform its obligations under the contract. The same is disclosed as “Advance from Customers” under Other
Current Liabilities.
o) Employee Benefits
Employee benefits includes gratuity, compensated absences, contribution to provident fund, employees’ state insurance
and superannuation fund.
Employee benefits payable wholly within twelve months of rendering the services are classified as short term
employee benefits and recognised in the period in which the employee renders the related service.
Retirement benefits in the form of provident fund and superannuation fund are defined contribution schemes. The
Company has no obligation, other than the contribution payable to the provident fund. The Company recognises
contribution payable to the these funds as an expense, when an employee renders the related service.
The Company operates a defined benefit gratuity plan. The cost of providing benefits under the defined benefit
plan is determined based on actuarial valuation, carried out by an independent actuary, using the projected unit
credit method. The liability for gratuity is funded annually to a gratuity funds maintained with the Life Insurance
Corporation of India and SBI Life Insurance Company Limited.
Re-measurements gains and losses arising from experience adjustments and changes in actuarial assumptions are
recognised immediately in the balance sheet with a corresponding debit or credit to retained earnings through
other comprehensive income in the period in which they occur. Re-measurements are not reclassified to profit or
loss in subsequent periods. Net interest is calculated by applying the discount rate to the net balance of defined
benefit liability or asset.
- Service cost including current service cost, past service cost, gains and losses on curtailments and non-routine
settlements; and
Other long term employee benefits comprise of compensated absences / leaves. The actuarial valuation is done as
per projected unit credit method. Remeasurements as a result of experience adjustments and changes in actuarial
assumptions are recognised in the Statement of Profit and Loss.
iv) For the purpose of presentation of defined benefit plans and other long term benefits, the allocation between
current and non-current provisions has been made as determined by an actuary.
p) Borrowing Costs
Borrowing costs directly attributable to the acquisition, construction or production of a qualifying asset that necessarily
takes a substantial period of time to get ready for its intended use or sale are capitalised as part of the cost of the asset.
Borrowing costs consist of interest and other costs that an entity incurs in connection with the borrowing of funds.
Borrowing costs also includes exchange differences arising from foreign currency borrowings to the extent they are
regarded as an adjustment to the borrowing costs. All other borrowing costs are recognised in profit or loss in the period
in which they are incurred.
q) Leases
A lease is classified at the inception date as a finance lease or an operating lease. Leases are classified as finance leases
whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessee. All other
leases are classified as operating leases. The Company has identified all its leases as operating leases.
Operating lease payments are recognised as an expense in the statement of profit and loss on a straight-line basis
over the lease term.
Assets subject to operating leases are included in fixed assets. Rental income from operating leases is recognised
in the statement of profit and loss on a straight-line basis over the lease term. Costs including depreciation are
recognised as an expense in the statement of profit and loss.
r) Segment Accounting
Operating segments are reported in a manner consistent with the internal reporting to management. For management
purposes, the Company is organised into business units based on its products and services.
Operating results of the business units are monitored separately for the purpose of making decisions about resource
allocation and performance assessment. Segment performance is evaluated based on profit or loss and is measured
consistently with profit or loss in the financial statements.
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Adani Enterprises Limited
Basic EPS is computed by dividing the profit or loss attributable to the equity shareholders of the Company by the
weighted average number of equity shares outstanding during the year. Diluted EPS is computed by adjusting the profit
or loss attributable to the ordinary equity shareholders and the weighted average number of equity shares, for the
effects of all dilutive potential equity shares.
Service Work in Progress is valued at lower of cost and net realisable value. Cost is determined based on Weighted
Average Cost Method.
Service Work in Progress represents closing inventory of Washed and Reject Coal, which is not owned by the Company
as per the terms of MDO contract. Hence, this represents work performed under contractual liability in bringing this
inventory to its present condition and location.
Net realisable value is the estimated selling price in the ordinary course of business, less estimated costs of completion
and estimated costs necessary to make the sale.
Overburden removal expenses incurred during production stage are charged to revenue based on waste-to-ore ratio,
(commonly known as Stripping Ratio in the industry). This ratio is taken based on the current operational phase of
overall mining area. To the extent the current period ratio exceeds the expected Stripping Ratio of a phase, excess
overburden costs are deferred.
v) Expenditure
Freehold Building- Building- Plant & Furniture Electrical Office Computer Vehicles Air Total Computer Mine Total
Land Office Factory Machinery & Fixture Fittings Equipment Equipments Craft Software Development
Rights
Year Ended 31st March 2018
Gross Carrying Value
Opening Gross Carrying 20.03 159.83 2.97 321.84 16.01 18.31 18.55 17.06 15.40 6.27 596.27 48.29 672.20 720.49
Amount
Addition during the Year 0.49 86.12 - 6.51 9.84 42.46 5.64 9.32 5.56 - 165.94 6.50 6.51 13.01
Deduction during the Year - - - - 0.14 - - - 0.21 - 0.35 - - -
Closing Gross Carrying Value 20.52 245.95 2.97 328.35 25.71 60.77 24.19 26.38 20.75 6.27 761.86 54.79 678.71 733.50
Accumulated Depreciation
Statutory Reports
Opening Accumulated - 11.72 0.24 40.47 6.78 5.06 8.37 6.12 4.41 1.22 84.39 23.91 47.22 71.13
Depreciation
Depreciation during the year - 8.40 0.12 26.16 3.13 3.49 4.26 4.93 3.04 0.61 54.14 9.12 24.15 33.27
Deduction during the Year - - - - 0.08 - - - 0.12 - 0.20 - - -
Closing Accumulated - 20.12 0.36 66.63 9.83 8.55 12.63 11.05 7.33 1.83 138.33 33.03 71.37 104.40
Depreciation
Net Carrying Amount 20.52 225.83 2.61 261.72 15.88 52.22 11.56 15.33 13.42 4.44 623.53 21.76 607.34 629.10
Share of Un Incorporated JV - - - - 0.01 - 0.02 0.05 - - 0.08 0.69 - 0.69
Total Net Carrying Amount 20.52 225.83 2.61 261.72 15.89 52.22 11.58 15.38 13.42 4.44 623.61 22.45 607.34 629.79
Year Ended 31st March 2019
Gross Carrying Value
Opening Gross Carrying 20.52 245.95 2.97 328.35 25.71 60.77 24.19 26.38 20.75 6.27 761.86 54.79 678.71 733.50
Amount
Financial Statements
Addition during the Year - 72.52 - 281.37 0.44 14.77 2.16 0.83 9.44 - 381.53 7.02 8.56 15.58
Deduction during the Year - 0.10 - 1.16 0.38 0.01 0.01 0.03 0.40 - 2.09 - - -
Closing Gross Carrying Value 20.52 318.37 2.97 608.56 25.77 75.53 26.34 27.18 29.79 6.27 1,141.30 61.81 687.27 749.08
Accumulated Depreciation
Opening Accumulated - 20.12 0.36 66.63 9.83 8.55 12.63 11.05 7.33 1.83 138.33 33.03 71.37 104.40
Depreciation
Notice
Depreciation during the year 10.53 0.12 39.47 2.50 7.42 4.10 4.82 3.52 0.61 73.09 9.08 19.02 28.10
Deduction during the Year - 0.10 - 0.44 0.26 - - 0.02 0.25 - 1.07 - - -
Closing Accumulated - 30.55 0.48 105.66 12.07 15.97 16.73 15.85 10.60 2.44 210.35 42.11 90.39 132.50
Depreciation
Net Carrying Amount 20.52 287.82 2.49 502.90 13.70 59.56 9.61 11.33 19.19 3.83 930.95 19.70 596.88 616.58
Share of Un Incorporated JV - - - - 0.01 - 0.02 0.05 - - 0.08 0.69 - 0.69
Total Net Carrying Amount 20.52 287.82 2.49 502.90 13.71 59.56 9.63 11.38 19.19 3.83 931.03 20.39 596.88 617.27
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Adani Enterprises Limited
(H in Crores)
Particulars Gross Block Accumulated Net Block Depreciation
As at Depreciation As at charge for the year
31st March, 2019 31st March, 2019
Land 11.22 - 11.22 -
Building
Office Building 29.93 1.98 27.95 0.50
Factory Building 2.97 0.47 2.50 0.12
Plant & Machinery 2.41 1.48 0.93 0.13
Vehicles 7.84 0.74 7.10 0.74
Total 54.37 4.67 49.70 1.49
31st March, 2018 62.79 4.00 58.79 1.09
The total future minimum lease rentals receivable at the Balance Sheet date is as under:
(H in Crores)
Particulars As at As at
31st March, 2019 31st March, 2018
i) For a period not later than one year 4.80 1.21
ii) For a period later than one year and not later than five years 9.42 3.19
iii) For a period later than five years 16.11 16.66
30.33 21.06
b) Office buildings includes cost of shares in Co-operative Housing Society H 3,500/- (31st March 2018: H 3,500/-).
c) Office buildings includes H 2.32 Crores of unquoted shares (160 equity shares of A type and 1,280 equity shares of
B type of H 100 each fully paid-up) in Ruparelia Theatres Pvt. Ltd. By virtue of investment in shares, the Company is
enjoying rights in the leasehold land and H 1.44 Crores towards construction contribution and exclusive use of terrace
and allotted parking space.
d) Land of H 1.24 crores and Buildings of H 1.60 crores are pending for registrations in the name of the Company.
a) Includes Building of H 0.85 Crores (31st March 2018 : H 0.85 Crores) which is in dispute and the matter is sub-judice.
b) Agricultural Land of H 0.45 Crores (31st March 2018 : H 0.45 Crores) recovered under settlement of debts, in which
certain formalities are yet to be executed.
c) Includes Company’s share in Unincorporated Joint Venture Assets of H 96.23 Crores (31st March 2018 : H 94.97 Crores)
(Refer note 48 a).
d) Includes expenses directly attributable to construction period of H 44.17 Crores (31st March, 2018 : H 52.77 Crores)
(Refer note 49).
5 INVESTMENT PROPERTY
(H in Crores)
Particulars As at As at
31st March, 2019 31st March, 2018
Gross Carrying Amount of Land
Opening Gross Values 9.37 9.37
Additions during the year - -
Disposals during the year - -
Balance as at the end of the year 9.37 9.37
Accumulated Depreciation
Opening Accumulated Depreciation - -
Depreciation during the year - -
Disposals during the year - -
Balance as at the end of the year - -
Net Carrying Amount 9.37 9.37
The fair value of the Company's investment properties at the end of the year have been determined on the basis of
valuation carried out by the management based on the transacted prices near the end of the year in the location and
category of the properties being valued. The fair value measurement for all of the investment properties has been
categorised as a Level 2 fair value based on the inputs to the valuation techniques used. Total fair value of Investment
Properties is H 9.37 Crores (31st March 2018 : H 9.37 crores)
b) During the year, the Company carried out a review of the recoverable amount of investment properties. As a result, there
were no allowances for impairment required for these properties.
c) The Company has neither generated any rental income nor incurred any direct operating expense for these Investment
Properties.
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b. The gross movement in the deferred tax account for the year ended 31st March 2019 and 31st March 2018, are as
follows:
(H in Crores)
Particulars As at As at
31st March, 2019 31st March, 2018
Net deferred income tax asset at the beginning 214.01 246.57
Tax (Expenses) / Income recognised in:
Statement of Profit and Loss
Difference in tax base of assets / liabilities
Property, Plant & Equipments (15.06) (10.35)
Other Deferred Tax Liabilities 3.07 -
Provision for Bad-Debts / Advances 0.23 (0.43)
Employee Benefits Liability (0.83) (1.07)
Deferred Revenue Expenditure 6.45 0.09
Unabsorbed Depreciation / Business Loss (72.31) (76.05)
MAT Credit Entitlement 29.95 53.73
Other Deferred Tax Assets 2.30 -
Other Comprehensive Income
Employee Benefits Liability 0.46 1.52
Net deferred income tax asset at the end 168.27 214.01
This note presents the reconciliation of Income Tax charged as per the Tax Rate specified in Income Tax Act, 1961 & the
actual provision made in the Financial Statements as at 31st March 2019 & 31st March 2018 with breakup of differences
in Profit as per the Financial Statements and as per Income Tax Act, 1961.
(H in Crores)
Particulars For the year ended For the year ended
31st March, 2019 31st March, 2018
Profit Before Tax attributable to:
Continuing Operations 627.20 305.70
Discontinued Operations 2.76 (15.41)
Profit Before Tax 629.96 290.29
Tax Rate for Corporate Entity as per Income Tax Act, 1961 34.944% 34.608%
Tax Expense as per Income Tax Act, 1961 220.13 100.46
Tax Effect of:
Incomes exempt from Income Tax (72.19) (11.38)
Adjustment in respect of tax on income taxed differently as per Income (9.65) -
tax law
Expenses permanently disallowed from Income Tax 1.17 2.51
Adjustments for changes in estimates of deferred tax assets (2.89) (0.52)
Tax adjustment of earlier years 2.87 0.50
Others 3.27 1.68
Total Tax Expense attributable to:
Continuing Operations 142.29 96.45
Discontinuing Operations 0.43 (3.19)
Provision for taxation for the year has been made after considering allowance, claims and relief available to the Company
as advised by the Company’s tax consultants.
There are certain income-tax related legal proceedings which are pending against the Company. Potential liabilities, if
any have been adequately provided for, and the Company does not currently estimate any probable material incremental
tax liabilities in respect of these matters. (Refer note 41(a))
The Company has established a comprehensive system of maintenance of information and documentation as required
by the transfer pricing legislation under section 92 – 92F of the Income Tax Act, 1961.
The management is of the opinion that its international transactions are at arm’s length and the aforesaid legislation
will not have any impact on the financial statements, particularly on the amount of tax expense and that of provision
for taxation.
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Adani Enterprises Limited
13 CURRENT INVESTMENTS
(H in Crores)
Particulars As at As at
31st March, 2019 31st March, 2018
Unquoted Investment in Bonds (measured at Amortised Cost)
10 (31st March, 2018 : 10) 11.80% LVB-Tier-II 2024 bonds of Laxmi Vilas Bank 1.00 1.00
Ltd. of H 10,00,000/- each
1.00 1.00
Aggregate amount of unquoted investments 1.00 1.00
Aggregate amount of impairment in value of unquoted investments - -
14 TRADE RECEIVABLES
(H in Crores)
Particulars As at As at
31st March, 2019 31st March, 2018
Unsecured, Considered good 4,998.42 2,635.37
Unsecured, Credit Impaired 29.50 28.85
5,027.92 2,664.22
Allowance for Credit Losses (29.50) (28.85)
4,998.42 2,635.37
Above includes due from related parties
Unsecured, Considered good (Refer note 45) 3,419.43 1,267.77
17 CURRENT LOANS
(H in Crores)
Particulars As at As at
31st March, 2019 31st March, 2018
(Unsecured, considered good)
Loans given
- Loans to related parties (Refer note 45) 1,894.87 3,052.63
- Loans to others 114.46 111.06
Loans to employees 4.19 4.50
2,013.52 3,168.19
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Adani Enterprises Limited
The company has incurred cost as Mine Developer Cum Operator for Machhakata and Chendipada Coal blocks, allotment of
which have been cancelled pursuant to the Supreme Court orders dated 24th Aug, 2014 and 25th Sep, 2014. The Company has
filed claim for cost of investment in respect of Machhakata Coal block against MahaGuj Colleries Ltd. and for Chendipada
Coal block against UCM Coal Company Ltd. Due to favourable arbitration orders these amounts have been classified as
current financial assets during the year.
The Company has only one class of Equity Shares having a par value of H 1/- per share and each holder of the Equity
Shares is entitled to one vote per share. The Company declares and pays dividends in Indian rupees. The dividend
proposed by the Board of Directors is subject to the approval of shareholders in the ensuing Annual General Meeting,
except in case of Interim Dividend.
In the event of liquidation of the Company, the holders of the equity shares will be entitled to receive any of the
remaining assets of the Company, after distribution of all preferential amounts. The distribution will be in proportion to
the number of shares held by the shareholders.
21 OTHER EQUITY
(H in Crores)
Particulars As at As at
31st March, 2019 31st March, 2018
21.1 GENERAL RESERVE
As per last balance sheet 334.94 324.94
Add : Transferred from Retained Earnings 10.00 10.00
344.94 334.94
21.2 SECURITIES PREMIUM
As per last balance sheet 982.64 982.64
982.64 982.64
21.3 CAPITAL RESERVE
As per last balance sheet 24.55 24.55
Less : On Account of Scheme of Arrangement (24.55) -
- 24.55
21.4 RETAINED EARNINGS
As per last Balance Sheet 2,456.28 2,325.07
Add : Profit/(Loss) for the year 487.24 197.03
Other Comprehensive Income (0.88) (2.87)
On Account of Scheme of Arrangement (1,068.36) -
Dividend on Equity Shares (43.99) (43.99)
Tax on Dividend (9.04) (8.96)
Transfer to General Reserve (10.00) (10.00)
1,811.26 2,456.28
Total Other Equity 3,138.84 3,798.42
143
Adani Enterprises Limited
General Reserve
General reserve is created by the Company by appropriating the balance of Retained Earnings. It is a free reserve which can
be used for meeting the future contingencies, creating woking capital for business operations, strengthing the financial
position of the Company etc.
Securities Premium
Securities premium is used to record the premium on issue of shares. The reserve can be utilised only for limited purposes
such as issuance of bonus shares in accordance with the provisions of the Companies Act, 2013.
Capital Reserve
It is a difference between the net assets acquired in the subsidiary and the consideration paid for the acquisition. This is not
a free reserve and cannot be utilised for the distribution of dividends.
Retained Earnings
Retained earnings are the profits that the Company has earned till date, less any transfers to general reserve, dividends or
other distributions paid to shareholders.
b) Outstanding Foreign Currency Loan of USD Nil (31st March, 2018 : USD 25.29 millions) from ICICI Bank is secured through
first ranking hypothecation / charge / pledge / mortgage on borrower’s Parsa East and Kente Basin blocks immovable
and movable properties, leasehold / sub-leasehold rights over the land and property pertaining to coal washery and
railway land, revenue and receivables, project accounts, both present and future. The same has been repaid during the
year.
c) Unsecured loan from STCI Finance Ltd of H 75 crores outstanding as at 31st March, 2018 has been repaid during the year.
d) Redeemable Non Convertible Debentures of H 149.37 crores outstanding as at 31st March, 2018 have been repaid during
the year.
e) Unsecured loan from Adani Bunkering Private Limited of H 420.18 crores (31st March, 2018 : H Nil) is repayable in August
2020. Unsecured loan from Adani Gas Holdings Limited of H 1,075.86 crores outstanding at the end of previous year has
been repaid during the year.
f) The above loans carry interest rate in the range of 10% to 11% p.a.
g) For the current maturities of long-term borrowings, refer note 27 - Other Current Financial Liabilities.
145
Adani Enterprises Limited
(H in Crores)
Particulars For the year ended For the year ended
31st March, 2019 31st March, 2018
Opening Balance 6.11 5.65
Add : Additions during the year 0.48 0.46
Less :Utilised / (Settled) during the year - -
Closing Balance 6.59 6.11
Notes:
a) Short term loan from RBL Bank of H 150 crores (31st March, 2018 : H Nil) and from Indusind Bank of H 200 crores (31st
March 2018 : H 200 crores) are secured by subservient charge on current assets and movable fixed assets of the Company
excluding those pertaining to mining division. The same are repayable in April, 2019 and June, 2019 respectively.
b) Short term loan from Yes Bank of H 60 crores (31st March, 2018 : H Nil) is secured through first ranking hypothecation
/ charge / pledge / mortgage on Parsa East and Kente Basin blocks immovable and movable properties, leasehold /
sub-leasehold rights over the land and property pertaining to coal washery and railway land, revenue and receivables,
project accounts, both present and future, relating to the said project. The same is repayable in July, 2019.
26 TRADE PAYABLES
(H in Crores)
Particulars As at As at
31st March, 2019 31st March, 2018
Acceptances 1,743.63 400.97
Trade payables
- Total outstanding dues of micro and small enterprises 1.34 -
- Total outstanding dues of creditors other than micro and small enterprises 5,981.59 3,292.21
7,726.56 3,693.18
Disclosures required under Section 22 of the Micro, Small and Medium Enterprises Development Act, 2006
(H in Crores)
Particulars As at As at
31st March, 2019 31st March, 2018
(i) Principal amount remaining unpaid to any supplier as at the end of the 1.34 -
accounting year
(ii) Interest due thereon remaining unpaid to any supplier as at the end of - -
the accounting year
(iii) The amount of interest paid along with the amounts of the payment - -
made to the supplier beyond the appointed day
(iv) The amount of interest due and payable for the year - -
(v) The amount of interest accrued and remaining unpaid at the end of the - -
accounting year
(vi) The amount of further interest due and payable even in the succeeding - -
year, until such date when the interest dues as above are actually paid
The Disclosure in respect of the amounts payable to Micro and Small Enterprises have been made in the financial statements
based on the information received and available with the Company. Further in view of the Management, the impact of
interest, if any, that may be payable in accordance with the provisions of the Act is not expected to be material. The
Company has not received any claim for interest from any supplier as at the balance sheet date. These facts have been relied
upon by the auditors.
147
Adani Enterprises Limited
31 OTHER INCOME
(H in Crores)
Particulars For the year ended For the year ended
31st March, 2019 31st March, 2018
Interest Income
Current Investments 0.12 0.06
Bank Deposits 15.52 16.66
Inter Corporate Loans 203.94 351.47
Others 114.16 191.50
Dividend Income from Current Investments 0.01 0.01
Others
Net Gain on Sale of Current Investments 23.42 16.48
Liabilities No Longer Required Written Back 5.27 0.52
Miscellaneous Income 19.86 39.52
382.30 616.21
32 PURCHASES OF STOCK-IN-TRADE
(H in Crores)
Particulars For the year ended For the year ended
31st March, 2019 31st March, 2018
Purchases of Stock-in-Trade 13,230.36 8,494.22
13,230.36 8,494.22
149
Adani Enterprises Limited
35 FINANCE COSTS
(H in Crores)
Particulars For the year ended For the year ended
31st March, 2019 31st March, 2018
Interest 492.74 566.27
Bank and Other Finance Charges 79.94 62.12
Net (Gain) / Loss on foreign currency transactions (considered as finance cost) 8.39 37.96
581.07 666.35
37 EXCEPTIONAL ITEMS
(H in Crores)
Particulars For the year ended For the year ended
31st March, 2019 31st March, 2018
Stamp duty on account of scheme of arrangement (25.00) -
Net Gain/(Loss) on disposal of non-current investments 4.18 0.13
Bad debts written off - (181.18)
(20.82) (181.05)
a) Stamp duty of H 25 Crores paid on account of Composite Scheme of Arrangement for demerger of Renewable Power
Undertaking.
b) Net Gain of 4.18 crores on disposal of 100% equity holding in subsidiaries - Adani Agri Logistics Ltd., Adani Agri Logistics
(Dahod) Ltd., Adani Agri Logistics (Samastipur) Ltd., Adani Agri Logistics (Darbhanga) Ltd., Adani Power Dahej Ltd.,
Pench Power Thermal Energy (MP) Ltd. (formerly known as Adani Pench Power Ltd.) and Kutchh Power Generation Ltd
a) During the year ended 31st March, 2017, the Company had raised a reimbursement claim on customer for non-lifting
of contractual coal quantity and price escalation in mining business pursuant to favourable arbitration award. The
financial results for the year ended 31st March, 2017, includes impact of H 181.18 crores . During the year ended 31st
March, 2018, arbitration award has been reversed by the Hon’ble High Court of Rajasthan. Pursuant to this order, the
Company had written-off the claim in previous year.
b) Gain (net of provision) of H 0.13 Crores in previous year towards divestment of 100% equity holding in subsidiary Adani
Energy Limited.
151
Adani Enterprises Limited
The Scheme of Arrangement among Adani Enterprises Limited and Adani Green Energy Limited (AGEL) and their respective
shareholders and creditors became effective from its appointed date of 1st April, 2018. Also, the Scheme of Arrangement
among Adani Enterprises Limited, Adani Gas Limited (AGL) and Adani Gas Holdings Limited and their respective shareholders
and creditors has become effective from its appointed date of 28th August, 2018. Accordingly, the results of Renewable
Power Undertaking and Gas Sourcing and Distribution Undertaking have been classified as Discontinued Operations in
these financial statements..
The break-up of the financial results of Discontinued Operations for both the years is as follows :
(H in Crores)
Particulars For the year ended For the year ended
31st March, 2019 31st March, 2018
Gas Renewable Total Gas Renewable Total
Sourcing Power Sourcing Power
and Undertaking and Undertaking
Distribution Distribution
Undertaking Undertaking
Revenue from Operations 15.45 - 15.45 11.96 1,693.27 1,705.23
Other Income - - - - 0.39 0.39
Total Income 15.45 - 15.45 11.96 1,693.66 1,705.62
Cost of Material and Other Expenses 12.69 - 12.69 9.77 1,648.76 1,658.53
Finance Costs - - - 62.50 62.50
Total Expenses 12.69 - 12.69 9.77 1,711.26 1,721.03
Profit / (Loss) before tax from 2.76 - 2.76 2.19 (17.60) (15.41)
Discontinued Operations
Tax Expense 0.43 - 0.43 0.46 (3.65) (3.19)
Profit / (Loss) after tax from 2.33 - 2.33 1.73 (13.95) (12.22)
Discontinued Operations
Earning per share (Face Value J 1 each)
Basic and Diluted 0.02 - 0.02 0.02 (0.13) (0.11)
During the year ended 31st March, 2018, the assets and liabilities of Renewable Power Undertaking were classifed as those
pertaining to Discontinuing Operations and were disclosed as held for distribution to owners in the Balance Sheet. The
break-up of these assets and liabilities as at 31st March, 2018 is as under.
(H in Crores)
Particulars As at
31st March, 2018
Assets:
Investment in Subsidiaries 942.35
Inventories 2.18
Trade Receivables 596.53
Other Balances with Banks 7.94
Other Current Financial Assets 0.12
Other Current Assets 63.18
Assets held for distribution to Owners 1,612.30
Liabilities:
Borrowings 252.27
Trade Payables 421.84
Other Current Financial Liabilities 12.97
Other Current Liabilities 3.95
Liabilities associated with assets held for distribution to Owners 691.03
Since the Scheme of Arrangement of Gas Sourcing & Distribution Undertaking has become effective from 28th August, 2018,
assets and liabilities of the same have already been transferred to Adani Gas Ltd. during the year ended 31st March, 2019.
The Company’s principal financial assets include investments, trade receivables, cash and cash equivalents, other bank
balances, loans, derivative assets and other financial assets. The Company’s principal financial liabilities comprise of
borrowings, trade payables, derivative liabilities and other financial liabilities. The main purpose of these financial
liabilities is to finance the Company’s operations and projects.
The fair value hierarchy is based on inputs to valuation techniques that are used to measure fair value that are either
observable or unobservable and consists of the following three levels:
Level-1 : Inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities.
Level-2 : Inputs are other than quoted prices included within Level-1 that are observable for the asset or liability, either
directly (i.e. as prices) or indirectly (i.e. derived from prices).
Level-3 : Inputs are not based on observable market data (unobservable inputs). Fair values are determined in whole or
in part using a valuation model based on the assumptions that are neither supported by prices from observable
current market transactions in the same instrument nor are they based on available market data.
The following tables summarises carrying amounts of financial instruments by their categories and their levels in fair
value hierarchy for each year end presented.
153
Adani Enterprises Limited
The Company's risk management activities are subject to the management direction and control under the framework of
Risk Management Policy as approved by the Board of Directors of the Company. The Management ensures appropriate
risk governance framework for the Company through appropriate policies and procedures and that risks are identified,
measured and managed in accordance with the Company's policies and risk objectives.
The Company is primarily exposed to risks resulting from fluctuation in market risk, credit risk and liquidity risk, which
may adversely impact the fair value of its financial instruments.
(i)
Market Risk
Market risk is the risk of loss of future earnings, fair value or future cash flows of a financial instrument, that may
result from adverse changes in interest rate and foreign currency exchange rates.
Since the Company operates internationally and portion of the business transacted are carried out in more than one
currency, it is exposed to currency risks through its transactions in foreign currency or where assets or liabilities are
denominated in currency other than functional currency.
The company evaluates exchange rate exposure arising from foreign currency transactions and follows established
risk management policies including the use of derivatives like foreign exchange forward and option contracts to
hedge exposure to foreign currency risks.
For open positions on outstanding foreign currency contracts and details on unhedged foreign currency exposure,
please refer note no. 40
B.
Interest Risk :
The Company is exposed to changes in interest rates due to its financing, investing and cash management activities.
The risks arising from interest rate movements arise from borrowings with variable interest rates. The Company
manages its interest rate risk by having a balanced portfolio of fixed and variable rate loans and borrowings.
The Company's risk management activities are subject to the management, direction and control of Central Treasury
Team of the Adani Group under the framework of Risk Management Policy for interest rate risk. The Group’s Central
Treasury Team ensures appropriate financial risk governance framework for the Company through appropriate
policies and procedures and that financial risks are identified, measured and managed in accordance with the
Group’s policies and risk objectives.
For Company's total borrowings, the analysis is prepared assuming the amount of the liability outstanding at the
end of the reporting period was outstanding for the whole year. A 50 basis point increase or decrease is used, which
represents management's assessment of the reasonably possible change in interest rate.
(H in Crores)
Particulars As at As at
31st March, 2019 31st March, 2018
Total Borrowings 2,865.37 6,682.71
In case of fluctuation in interest rates by 50 basis points and all other variables were held constant, the Company's
profit for the year would increase or decrease as follows:
(H in Crores)
Particulars For the year ended For the year ended
31st March, 2019 31st March, 2018
Impact on profit for the year 14.33 33.41
(ii)
Credit Risk
Credit risk refers to the risk that a counterparty or customer will default on its contractual obligations resulting
in a loss to the Company. Financial instruments that are subject to credit risk principally consist of Loans, Trade
and Other Receivables, Cash & Cash Equivalents, Investments and Other Financial Assets. The carrying amounts of
financial assets represent the maximum credit risk exposure.
Credit risk encompasses both, the direct risk of default and the risk of deterioration of creditworthiness as well as
concentration of risks. Credit risk is controlled by analysing credit limits and creditworthiness of counter parties on
continuous basis with appropriate approval mechanism for sanction of credit limits. Credit risk from balances with
banks, financial institutions and investments is managed by the Company's treasury team in accordance with the
Company's risk management policy. Cash and cash equivalents and Bank Deposits are placed with banks having
good reputation, good past track record and high quality credit rating.
Since the Company has a fairly diversified portfolio of receivables in terms of spread, no concentration risk is
foreseen. A significant portion of the Company’s receivables are due from public sector units (which are government
undertakings) and hence may not entail any credit risk.
155
Adani Enterprises Limited
(iii)
Liquidity Risk
Liquidity risk refers the risk that the Company will encounter difficulty in meeting the obligations associated with
its financial liabilities. The Company’s objective is to provide financial resources to meet its obligations when they
are due in a timely, cost effective and reliable manner without incurring unacceptable losses or risking damage to
the Company’s reputation. The Company monitors liquidity risk using cash flow forecasting models. These models
consider the maturity of its financial investments, committed funding and projected cash flows from operations.
The tables below provide details regarding contractual maturities of significant liabilities as at the end of each year
end presented.
(iv)
Capital Management
For the purpose of the Company’s capital management (including discontinued operations), capital includes issued
capital and all other equity reserves attributable to the equity shareholders of the Company. The primary objective
of the Company when managing capital is to safeguard its ability to continue as a going concern and to maintain
an optimal capital structure so as to maximize shareholder value.
The Company monitors capital using gearing ratio, which is net debt (borrowings less cash and bank balances)
divided by total equity plus net debt.
Management monitors the return on capital, as well as the levels of dividends to equity shareholders. The Company is
not subject to any externally imposed capital requirements. There have been no breaches in the financial covenants
of any long term borrowing in the current period. No changes were made in the objectives, policies or processes for
managing capital during the years ended 31st March, 2019 and 31st March, 2018.
(a) The outstanding foreign currency derivative contracts / options as at 31st March, 2019 in respect of various types of
derivative hedge instruments and nature of risk being hedged are as follows :
Particulars Currency Foreign Currency in Indian Rupees in Foreign Currency in Indian Rupees in
Millions Crores Millions Crores
As at As at As at As at
31st March, 2019 31st March, 2019 31st March, 2018 31st March, 2018
Forward Contracts
Buyers Credit USD/INR - - 52.45 341.87
ECB USD/INR - - 1.81 11.79
Trade Payables USD/INR 767.71 5,309.11 82.93 540.53
Total USD/INR 767.71 5,309.11 137.20 894.19
Options
ECB USD/INR - - 23.48 153.01
Foreign Currency USD/INR - - 30.00 195.53
Loan
Buyers Credit USD/INR - - 242.34 1,579.43
Trade Payables USD/INR - - 274.62 1,789.82
Total USD/INR - - 570.43 3,717.78
157
Adani Enterprises Limited
Note:
(i) As at 31st March, 2019 1 USD = H 69.155 and as at 31st March, 2018 1 USD = H 65.175
(ii) The Company holds derivative financial instruments such as foreign currency forward and option contracts to mitigate the
risk of changes in exchange rates on foreign currency exposures. The counter party for these contracts is generally a bank.
All derivative financial instruments are recognized as assets or liabilities on the balance sheet and measured at fair
value. The accounting for changes in the fair value of a derivative instrument depends on the intended use of the
derivative and the resulting designation. The use of derivative instruments is subject to limits, authorities and regular
monitoring by appropriate levels of management. The limits, authorities and monitoring systems are periodically reviewed
by management and the Board. The market risk on derivatives is mitigated by changes in the valuation of the underlying
assets, liabilities or transactions, as derivatives are used only for risk management purposes.
All derivative contracts stated above are for the purpose of hedging the underlying foreign currency exposure.
a) Capital Commitments
(H in Crores)
Particulars As at As at
31st March, 2019 31st March, 2018
Estimated amounts of contracts remaining to be executed and not 51.59 111.48
provided for (Net of Advances)
b)
Other Commitments :
i) The Company from time to time provides need based support to subsidiaries towards capital and other financial
commitments.
ii) For derivatives and lease commitments, refer notes 40 and 43 respectively.
42 The Company has initiated legal proceedings against various parties for recovery of dues and such legal proceedings
are pending at different stages as at the date of the Balance Sheet and are expected to materialize in recovering the
dues in the future. Based on the review of these accounts by the management, adequate provision has been made for
doubtful recovery. Management is hopeful for their recovery. In the opinion of the management adequate balance is
lying in General Reserve / Retained earnings to meet the eventuality of such accounts being irrecoverable.
159
Adani Enterprises Limited
(a) The aggregate lease rentals payable are charged to the Statement of Profit & Loss as Rent & Infrastructure Usage
Charges in note 36.
(b) The company has taken office space, godowns and guest house on operating lease. The lease rentals are payable
by the Company on a monthly or quarterly basis.
(c) The leasing arrangements, which are cancellable at any time on month-to-month basis and in some cases
between 11 months to 5 years, are usually renewable by mutual consent on mutually agreeable terms. Under these
arrangements, generally interest free refundable deposits have been given.
44 The Company has made provision in the Accounts for Gratuity based on Actuarial valuation. The particulars under the
Ind AS 19 "Employee Benefits" furnished below are those which are relevant and available to the Company for this year.
(a) Contributions to Defined Contribution Plan, recognised as expense for the year are as under :
(H in Crores)
Particulars For the year ended For the year ended
31st March, 2019 31st March, 2018
Provident Fund 8.75 9.01
Superannuation Fund 0.22 0.44
Total 8.97 9.45
(1) Net amount recognised in the statement of Profit & Loss for year ended 31st March, 2019
(H in Crores)
Particulars Gratuity Gratuity
(Funded) (Funded)
31st March, 2019 31st March, 2018
Current Service cost 3.37 3.63
Interest cost 2.02 1.57
Expected return on plan assets (2.31) (1.60)
Net amount recognised 3.08 3.60
(2) Net amount recognised in the Other Comprehensive Income for year ended 31st March, 2019
(H in Crores)
Particulars Gratuity Gratuity
(Funded) (Funded)
31st March, 2019 31st March, 2018
Actuarial (Gains) / Losses 1.52 4.57
Return on plan assets, excluding amount recognised in net interest (0.18) (0.17)
expense
Net amount recognised 1.34 4.39
(4) The principal actuarial assumption used as at 31st March, 2019 are as follows:
(H in Crores)
Particulars Gratuity Gratuity
(Funded) (Funded)
31st March, 2019 31st March, 2018
Discount Rate 7.60% 7.80%
Rate of increase in Compensation Levels (Refer note (c) below) 8.00% 8.00%
Mortality Indian Assured Indian Assured Lives
Lives Mortality Mortality (2006-08)
(2006-08) Ultimate
Ultimate
Attrition rate 1.00% 1.00%
161
Adani Enterprises Limited
The sensitivity analysis below has been determined based on reasonably possible changes of the assumptions
occurring at the end of the reporting period, while holding all other assumptions constant. The results of sensitivity
analysis is given below :
(H in Crores)
Change in Assumption Change in Gratuity (Funded) Gratuity (Funded)
Rate 31st March, 2019 31st March, 2018
Increase in Decrease in Increase in Decrease in
Assumption Assumption Assumption Assumption
Discount Rate ( - / + 1 %) (2.19) 2.53 (2.33) 2.70
Salary Growth Rate ( - / + 1 %) 2.49 (2.20) 2.67 (2.35)
Attrition Rate ( - / + 0.50 %) (0.05) 0.05 (0.04) 0.05
Mortality Rate ( - / + 10 %) * * * *
(* Denotes amount less than H 50,000)
The sensitivity analysis presented above may not be representative of the actual change in the defined benefit
obligation as it is unlikely that the change in assumptions would occur in isolation of one another as some of the
assumptions may be correlated. There is no change in method of valuation for the prior period.
The average duration of the defined benefit plan obligation at the end of the reporting period is 8 years (31st March,
2018: 9 years). The expected maturity analysis of gratuity benefits is as follows :
(H in Crores)
Particulars Gratuity Gratuity
(Funded) (Funded)
31st March, 2019 31st March, 2018
Within 1 year 4.94 3.78
1 to 5 years 11.67 13.39
5 to 10 years 7.80 6.60
More than 10 years 39.43 44.61
(c) The estimate of future salary increase, considered in actuarial variation, take account of inflation, seniority, promotion
and other relevant factors, such as supply and demand in the employment market.
(d) The company's expected contribution to the fund in the next financial year is Nil (31st March 2018 : H 3.17 Crores)
45 Disclosure of transactions with Related Parties, as required by Ind AS 24 “Related Party Disclosures” has been set below.
Related parties as defined under clause 9 of the Ind AS 24 have been identified on the basis of representations made
by the management and information available with the Company.
163
Adani Enterprises Limited
1 Adani Properties Pvt. Ltd. 19 Adani Petronet (Dahej) Port Pvt. Ltd.
2 Adani Institute for Education and Research 20 Adani Kandla Bulk Terminal Pvt. Ltd.
3 Adani Infrastructure and Developers Pvt. Ltd. 21 The Dhamra Port Company Ltd.
4 Adani Township & Real Estate Company Pvt. Ltd. 22 Adani Murmugao Port Terminal Pvt. Ltd.
5 Adani M2K Projects LLP 23 Adani Kattupalli Port Pvt. Ltd.
6 Belvedere Golf and Country Club Pvt. Ltd. 24 Adani Transmission Ltd.
7 Adani Power Ltd. 25 Adani Transmission (India) Ltd.
8 Adani Power (Mundra) Ltd. 26 Maharashtra Eastern Grid Power Transmission Company Ltd.
9 Adani Ports and Special Economic Zone Ltd. 27 Adani Petroleum Terminal Pvt. Ltd
10 Adani Power Maharashtra Ltd. 28 Adani Infra (India) Ltd.
11 Adani Power Rajasthan Ltd. 29 Raipur – Rajnandgaon – Warora Transmission Ltd.
12 Udupi Power Corporation Ltd. 30 Chhattisgarh – WR Transmission Ltd.
13 Adani Foundation 31 Sipat Transmission Ltd.
14 Karnavati Aviation Pvt. Ltd. 32 Sarguja Rail Corridor Pvt. Ltd.
15 MPSEZ Utilities Pvt. Ltd. 33 Adani Power (Jharkhand) Ltd.
16 Adani Logistics Ltd. 34 North Karanpura Transco Ltd.
17 Mundra International Airport Pvt. Ltd. 35 Adani Textile Industries
18 Adani Hazira Port Pvt. Ltd.
165
Adani Enterprises Limited
(H in Crores)
Sr. Nature of Transaction Name of Related Party For the year ended For the year ended
No. 31st March, 2019 31st March, 2018
3 Rendering of Services Adani Agri Fresh Ltd. 0.72 0.38
(incl. reimbursement of Adani Agri Logistics Ltd. 0.81 0.61
expenses) Adani Gas Ltd. 8.22 2.78
Adani Green Energy Ltd. 9.55 0.13
Adani Green Energy (Tamilnadu) Ltd. - 2.74
Adani Hazira Port Pvt. Ltd. 2.81 1.85
Adani Infra (India) Ltd. 2.13 1.69
Adani Institute for Education and 0.32 0.60
Research
Adani Kandla Bulk Terminal Pvt. Ltd. 0.52 0.40
Adani Logistics Ltd. 1.93 1.07
Adani Murmugao Port Terminal Pvt. Ltd. 0.31 0.26
Adani Petronet (Dahej) Port Pvt. Ltd. 1.43 1.09
Adani Ports and Special Economic Zone 57.22 30.76
Ltd.
Adani Power Ltd. 8.09 -
Adani Power Maharashtra Ltd. 35.89 30.64
Adani Power Rajasthan Ltd. 14.45 12.69
Adani Transmission (India) Ltd. 2.22 0.39
Adani Wilmar Ltd. 0.39 5.73
Adani Bunkering Pvt. Ltd. 1.75 0.64
The Dhamra Port Company Ltd. 2.45 1.83
Karnavati Aviation Pvt. Ltd. 0.10 0.21
Maharashtra Eastern Grid Power 12.68 7.82
Transmission Co. Ltd.
MPSEZ Utilities Pvt. Ltd. 0.49 0.98
Parsa Kente Collieries Ltd. 3,680.61 1,923.07
Sarguja Rail Corridor Pvt. Ltd. 11.43 0.32
Udupi Power Corporation Ltd. 19.62 3.63
Adani Gas Holdings Ltd. - 1.94
Mundra Solar PV Ltd. 5.23 3.10
Prayatna Developers Pvt. Ltd. - 1.28
Ramnad Solar Power Ltd. - 1.34
Adani Township & Real Estate Co. Pvt. 1.92 3.80
Ltd.
Adani Kattupalli Port Pvt. Ltd. 0.55 0.65
Adani Power (Mundra) Ltd. 42.95 70.26
Indianoil-Adani Gas Pvt. Ltd. 0.82 0.25
Adani Defence Systems and Technologies 0.47 -
Ltd.
Adani Elbit Advanced Systems India Ltd. 0.08 -
Shantigram Estate Management Pvt Ltd. 4.02 -
Adani Electricity Mumbai Ltd. 63.71 -
Marine Infrastructure Developer Pvt. Ltd. 0.11 -
Adani Shipping (India) Pvt. Ltd. 0.30 -
(H in Crores)
Sr. Nature of Transaction Name of Related Party For the year ended For the year ended
No. 31st March, 2019 31st March, 2018
Parampujya Solar Energy Pvt. Ltd. - 18.80
Parsa Kente Collieries Ltd. 83.51 37.95
Prayatna Developers Pvt. Ltd. - 23.56
Ramnad Renewable Energy Ltd. - 10.70
Ramnad Solar Power Ltd. - 4.37
Sarguja Rail Corridor Pvt. Ltd. 6.96 5.75
Surguja Power Pvt. Ltd. 0.84 0.72
Rajasthan Collieries Ltd. 0.72 0.50
Rosepetal Solar Energy Pvt. Ltd. - 0.10
Adani Bunkering Pvt. Ltd. 0.89 1.09
Jhar Mining Infra Pvt. Ltd. 0.06 0.03
Kilaj Solar (Maharashtra) Pvt. Ltd. - 0.50
Mundra Solar Technopark Pvt. Ltd. 30.73 17.25
Talabira (Odisha) Mining Pvt. Ltd. 0.46 0.17
Wardha Solar (Maharashtra) Pvt. Ltd. - 5.15
Adani Cementation Ltd. 6.19 1.56
Adani Elbit Advanced Systems India Ltd. - 0.02
Adani Green Technology Ltd. 0.21 0.20
Adani Chendipada Mining Pvt. Ltd. 0.03 *
Adani Infrastructure and Developers Pvt. 4.32 12.13
Ltd.
Gare Pelma III Collieries Ltd. 3.59 0.98
Adani Tradex LLP 0.83 -
Adani Transport Ltd. 0.47 -
Bilaspur Patharpali Road Pvt. Ltd. 0.47 -
Adani Water Ltd. * -
Prayagraj Water Pvt Ltd. 0.01 -
6 Interest Expense Adani Gas Ltd. 44.55 -
Adani Infra (India) Ltd. 68.51 8.87
Adani Bunkering Pvt. Ltd. 3.91 0.04
Talabira (Odisha) Mining Pvt. Ltd. 0.01 0.05
Adani Renewable Energy Park 8.58 0.10
(Rajasthan) Ltd.
Adani Gas Holdings Ltd. 23.96 69.48
Mahoba Solar (UP) Pvt. Ltd. 5.17 3.68
7 Rent Income Adani Wilmar Ltd. 0.60 0.60
Adani Institute for Education and 0.47 0.46
Research
Adani M2K Projects LLP 1.09 0.34
Adani Kattupalli Port Pvt. Ltd. 0.15 -
8 Rent Expense Adani Petronet (Dahej) Port Pvt. Ltd. * 0.01
Adani Properties Pvt. Ltd. 1.36 -
Adani Infrastructure and Developers Pvt. 0.44 -
Ltd.
Adani Ports and Special Economic Zone 1.85 -
Ltd.
(H in Crores)
Sr. Nature of Transaction Name of Related Party For the year ended For the year ended
No. 31st March, 2019 31st March, 2018
9 Donation Adani Foundation 6.00 2.63
Adani Institute for Education and - 3.00
Research
10 Profit from Limited Adani Tradex LLP 192.41 -
Liability Partnerships
11 Discount Received on Adani Power (Mundra) Ltd. 0.37 6.69
Prompt Payment of Bills
12 Short-term Benifits# Mr. Gautam S. Adani 2.11 2.02
Mr. Rajesh S. Adani 4.19 4.06
Mr. Pranav V. Adani 2.99 2.96
Mr. Rajiv Nayar 0.44 5.11
Mr. Ameet Desai - 8.08
Mr. Vinay Prakash 15.40 3.12
Mr. Jatinkumar Jalundhwala 1.33 1.41
Mr. Rakesh Shah 1.04 -
13 Directors Sitting Fees Mr. Hemant Nerurkar 0.06 0.03
Mr. Berjis Minoo Desai - *
Mr. V. Subramanian 0.07 0.04
Mrs. Vijaylaxmi Joshi 0.05 0.02
Mr. Narendra Mairpady 0.03 *
14 Commission to Non- Mr. Hemant Nerurkar 0.12 0.09
Executive Directors Mr. Berjis Minoo Desai 0.06 0.09
Mr. V. Subramanian 0.12 0.12
Mr. Narendra Mairpady 0.12 0.04
Mrs. Vijaylaxmi Joshi 0.12 0.12
15 Sale of Asset The Dhamra Port Company Ltd. 0.08 -
Talabira (Odisha) Mining Pvt. Ltd. 0.16 -
16 Borrowings (Loan Adani Gas Ltd. 108.60 -
Taken) Addition
Adani Infra (India) Ltd. 3,344.70 864.12
Adani Bunkering Pvt. Ltd. 483.56 38.45
Talabira (Odisha) Mining Pvt. Ltd. - 1.88
Adani Renewable Energy Park 39.09 70.81
(Rajasthan) Ltd.
Adani Gas Holdings Ltd. 67.70 1,003.03
Mahoba Solar (UP) Pvt. Ltd. 75.00 51.32
17 Borrowings (Loan Adani Gas Ltd. 1,042.41 126.15
Repaid) Repaid
Adani Infra (India) Ltd. 3,051.51 864.12
Adani Bunkering Pvt. Ltd. 101.82 -
Talabira (Odisha) Mining Pvt. Ltd. 1.38 0.50
Adani Gas Holdings Ltd. 134.65 2.18
Mahoba Solar (UP) Pvt. Ltd. 126.32 -
# Provision for Leave Encashment and Gratuity is provided in the books on the basis of actuarial valuation for the
Company as a whole and hence individual figures cannot be identified.
169
Adani Enterprises Limited
(H in Crores)
Sr. Nature of Transaction Name of Related Party For the year ended For the year ended
No. 31st March, 2019 31st March, 2018
18 Loans Given Adani Agri Fresh Ltd. 39.19 60.79
Adani Agri Logistics Ltd. 69.60 92.39
Adani Defence Systems and Technologies 0.91 0.27
Ltd.
Adani Green Energy Ltd. - 755.72
Adani Green Energy (Tamilnadu) Ltd. - 150.00
Adani Green Energy (UP) Ltd. - 381.50
Adani Infra (India) Ltd. 1,137.27 4,523.64
Pench Power Thermal Energy (MP) Ltd. 0.45 -
Adani Power Ltd. 551.49 288.92
Adani Renewable Energy Park Ltd. 4.46 40.83
Adani Synenergy Ltd. 12.16 13.60
Adani Welspun Exploration Ltd. - 23.49
CSPGCL AEL Parsa Collieries Ltd. - 0.51
Kamuthi Solar Power Ltd. - 141.10
Mahaguj Power LLP 0.02 0.02
Mundra Solar Ltd. 2.56 2.35
Mundra Solar PV Ltd. 142.29 404.22
Parampujya Solar Energy Pvt. Ltd. - 455.67
Parsa Kente Collieries Ltd. 293.88 157.98
Prayatna Developers Pvt. Ltd. - 70.13
Sarguja Rail Corridor Pvt. Ltd. 9.31 133.60
Surguja Power Pvt. Ltd. 1.50 0.74
Rajasthan Collieries Ltd. 7.99 0.45
Adani Bunkering Pvt. Ltd. 51.90 5.98
Jhar Mining Infra Pvt. Ltd. 0.32 0.73
Mundra Solar Technopark Pvt. Ltd 652.12 552.27
Talabira (Odisha) Mining Pvt. Ltd. 15.50 -
Wardha Solar (Maharashtra) Pvt. Ltd. - 156.90
Adani Cementation Ltd. 38.21 44.04
Adani Green Technology Ltd. 0.23 0.18
Adani Chendipada Mining Pvt. Ltd. 0.55 0.01
Adani Power Maharashtra Ltd. - 1,838.75
Adani Infrastructure and Developers Pvt. 296.39 108.34
Ltd.
Gare Pelma III Collieries Ltd. 11.86 51.68
Adani Tradex LLP 26.34 -
Adani Transport Ltd. 148.92 -
Bilaspur Patharpali Road Pvt. Ltd. 26.07 -
Adani Water Ltd. 0.03 -
Prayagraj Water Pvt Ltd. 0.30 -
171
Adani Enterprises Limited
(H in Crores)
Sr. Nature of Transaction Name of Related Party For the year ended For the year ended
No. 31st March, 2019 31st March, 2018
Adani Tradex LLP 126.01 -
Adani Transport Ltd. 0.01 -
Bilaspur Patharpali Road Pvt. Ltd. 0.01 -
Bailadila Iron Ore Mining Pvt. Ltd. 0.10 -
Mundra Copper Ltd. 0.01 -
Adani Agri Logistics (Dahod) Ltd. 0.05 -
Adani Water Ltd. 0.01 -
Prayagraj Water Pvt Ltd. 0.01 -
21 Sale or Redemption of Adani Logistics Ltd. 945.70 -
Investment Adani Power Ltd. 323.82 -
Kutchh Power Generation Ltd. 0.04 -
22 Transfer-out of Adani Wilmar Ltd. 0.44 0.09
employees liabilities Adani Green Energy Ltd. - 0.08
Adani Ports and Special Economic 2.52 -
Zone Ltd.
Adani Power Ltd. 0.13 -
Adani Power (Mundra) Ltd. - 1.54
Adani Resources Pvt. Ltd. - 0.08
Adani Bunkering Pvt. Ltd. 0.02 -
Parsa Kente Collieries Ltd. 0.09 0.09
Adani Power (Jharkhand) Ltd. - *
Adani Gas Ltd. 0.48 *
Adani Petronet (Dahej) Port Pvt. Ltd. - 0.01
The Dhamra Port Company Ltd. - 0.01
Karnavati Aviation Pvt. Ltd. - 0.01
Maharashtra Eastern Grid Power 0.06 0.07
Transmission Co. Ltd.
Mundra Solar PV Ltd. - 0.14
Wardha Solar (Maharashtra) Pvt. Ltd. - 0.01
Adani Infrastructure and Developers - 0.01
Pvt. Ltd.
Adani Logistics Ltd. 0.06 -
Adani Power Maharashtra Ltd. 0.02 -
Rajasthan Collieries Ltd. 0.70 -
Talabira (Odisha) Mining Pvt. Ltd. 1.80 -
Adani Wind Energy (Gujarat) Pvt. Ltd. * -
Adani Elbit Advanced Systems India 0.01 -
Ltd.
Gare Pelma III Collieries Ltd. 1.64
Marine Infrastructure Developer Pvt. * -
Ltd.
23 Transfer-in of employees Adani Ports and Special Economic 0.81 0.06
liabilities Zone Ltd.
Adani Power Ltd. 0.06 -
Adani Power (Mundra) Ltd. - 0.01
Adani Wilmar Ltd. 0.07 0.08
Adani Bunkering Pvt. Ltd. 0.04 -
Adani Green Energy (UP) Ltd. 0.07 *
Adani Hazira Port Pvt. Ltd. - 0.03
173
Adani Enterprises Limited
(H in Crores)
Sr. Nature of Transaction Name of Related Party As at As at
No. 31st March, 2019 31st March, 2018
27 Loans - Current Adani Agri Fresh Ltd. 140.97 115.28
Adani Agri Logistics Ltd. - 181.30
Adani Bunkering Pvt. Ltd. - 0.99
Adani Cementation Ltd. 80.37 42.25
Adani Defence Systems and Technologies - 0.18
Ltd.
Adani Infra (India) Ltd. - 1,375.55
Adani Power Ltd. 320.16 151.60
Adani Renewable Energy Park Ltd. 54.05 49.58
CSPGCL AEL Parsa Collieries Ltd. - 2.27
Mundra Solar Ltd. 31.05 28.49
Mundra Solar PV Ltd. 30.62 433.06
Mundra Solar Technopark Pvt. Ltd 646.97 383.02
Parsa Kente Collieries Ltd. 175.21 80.34
Adani Green Technology Ltd. 2.36 2.13
Adani Infrastructure and Developers Pvt. 84.63 75.66
Ltd.
Gare Pelma III Collieries Ltd. 38.57 26.71
Adani Synenergy Ltd. 50.48 38.33
Sarguja Rail Corridor Pvt. Ltd. 6.26 65.89
Adani Chendipada Mining Pvt. Ltd. 0.30 -
Pench Power Thermal Energy (MP) Ltd. 0.45 -
Jhar Mining Infra Pvt. Ltd. 0.65 -
Mahaguj Power LLP 0.28 -
Surguja Power Pvt. Ltd. 9.43 -
Rajasthan Collieries Ltd. 8.22 -
Talabira (Odisha) Mining Pvt. Ltd. 12.72 -
Adani Tradex LLP 25.80 -
Adani Transport Ltd. 148.92 -
Bilaspur Patharpali Road Pvt. Ltd. 26.07 -
Prayagraj Water Pvt Ltd. 0.30 -
Adani Water Ltd. 0.03 -
28 Loans - Non Current Jhar Mining Infra Pvt. Ltd. - 0.33
Mahaguj Power LLP - 0.25
Rajasthan Collieries Ltd. - 4.64
Surguja Power Pvt. Ltd. - 7.93
Adani Infrastructure and Developers Pvt. - 5.53
Ltd.
Adani Chendipada Mining Pvt. Ltd. - 0.01
29 Other Current Financial Adani Gas Ltd. 0.03 0.03
Assets Prayatna Developers Pvt. Ltd. - 0.68
Parsa Kente Collieries Ltd. - 17.20
Talabira (Odisha) Mining Pvt. Ltd. - 0.15
Adani Defence Systems and Technologies * -
Ltd.
Wardha Solar (Maharashtra) Pvt. Ltd. * -
30 Other Current Assets Adani Institute for Education and 0.03 -
Research
175
Adani Enterprises Limited
(H in Crores)
Sr. Nature of Transaction Name of Related Party As at As at
No. 31st March, 2019 31st March, 2018
Adani Ports and Special Economic Zone 2.83 6.62
Ltd.
Adani Power Ltd. - 40.59
Adani Power Maharashtra Ltd. - 20.06
Adani Power Rajasthan Ltd. - 9.06
Adani Petronet (Dahej) Port Pvt. Ltd. 0.06 -
Adani Logistics Ltd. 3.91 -
Adani Vizag Coal Terminal Pvt. Ltd. 0.43 -
Talabira (Odisha) Mining Pvt. Ltd. 0.02 -
Gare Pelma III Collieries Ltd. 0.02 -
31 Other Non-Current Adani Defence Systems and Technologies 26.50 -
Financial Assets Ltd.
32 Accounts Payable (incl Adani Bunkering Pvt. Ltd. 0.02 -
provisions) Adani Gas Ltd. 0.60 *
Adani Global FZE 743.08 492.88
Adani Global Pte Ltd. 3,635.89 1,715.79
Adani Hazira Port Pvt. Ltd. 31.90 78.33
Adani Logistics Ltd. 1.30 25.19
Adani Murmugao Port Terminal Pvt. Ltd. 5.77 0.02
Adani Petronet (Dahej) Port Pvt. Ltd. 52.71 52.50
Adani Ports and Special Economic Zone 42.67 34.99
Ltd.
Adani Power Ltd. 0.41 0.01
Adani Power Maharashtra Ltd. 278.03 -
Adani Resources Pvt. Ltd. 0.15 0.05
Adani Synenergy Ltd. * *
Adani Transmission Ltd. * 0.01
Adani Wilmar Ltd. 0.67 0.34
Parsa Kente Collieries Ltd. 10.64 49.31
The Dhamra Port Company Ltd. 14.49 52.04
Adani Infrastructure and Developers Pvt. 0.76 0.29
Ltd.
Belvedere Golf and Country Club Pvt. Ltd. 0.05 0.01
Adani Power (Mundra) Ltd. 198.75 7.12
Adani Township & Real Estate Co. Pvt. Ltd. 1.06 0.73
Adani Green Energy (UP) Ltd. 0.01 0.01
Adani Institute for Education and Research - 0.03
Mundra Solar PV Ltd. 36.82 35.96
Sarguja Rail Corridor Pvt. Ltd. 0.05 0.47
Rajasthan Collieries Ltd. 2.81 4.47
Adani Kandla Bulk Terminal Pvt. Ltd. 3.02 -
Adani Power Rajasthan Ltd. 200.67 -
Adani Properties Pvt. Ltd. 1.47 -
Adani Vizag Coal Terminal Pvt. Ltd. 1.71 -
Karnavati Aviation Pvt. Ltd. 0.85 -
Udupi Power Corporation Ltd. 19.61 -
Mr. Rajesh S. Adani 1.00 1.00
Mr. Pranav V. Adani 1.00 1.00
33 Long Term Borrowings Adani Gas Holdings Ltd. - 1,000.86
(Loan)
(H in Crores)
Sr. Nature of Transaction Name of Related Party As at As at
No. 31st March, 2019 31st March, 2018
34 Borrowings (Loan) Adani Gas Ltd. 359.02 358.91
Adani Renewable Energy Park (Rajasthan) 109.89 70.81
Ltd.
Adani Bunkering Pvt. Ltd. 420.18 38.44
Talabira (Odisha) Mining Pvt. Ltd. - 1.38
Mahoba Solar (UP) Pvt. Ltd. - 51.32
Adani Infra (India) Ltd. 293.18 -
35 Other Current Financial Wardha Solar (Maharashtra) Pvt. Ltd. - *
Liabilities
Adani Infra (India) Ltd. - 8.78
36 Other Current Liabilities Adani Hazira Port Pvt. Ltd. - 0.77
Ramnad Renewable Energy Ltd. * *
Ramnad Solar Power Ltd. * *
Adani Green Energy Ltd. 282.15 *
Adani Green Energy (Tamilnadu) Ltd. * *
Adani Green Energy (UP) Ltd. 0.03 0.03
Kamuthi Solar Power Ltd. * *
Parampujya Solar Energy Pvt. Ltd. 0.01 0.01
Adani Logistics Ltd. 0.14 -
Talabira (Odisha) Mining Pvt. Ltd. 0.15 -
Adani Wind Energy (Gujarat) Pvt. Ltd. * -
Gare Pelma III Collieries Ltd. 0.31 -
Adani Ennore Container Terminal Pvt. Ltd. * -
37 Other Non-Current Mundra Solar PV Ltd. 2.59 2.59
Liabilities
38 Corporate Guarantees Adani Wilmar Ltd. 76.30 93.90
Given
Adani Green Energy Ltd. 2,270.10 2,079.03
Sarguja Rail Corridor Pvt. Ltd. 485.02 400.00
Adani Power Rajasthan Ltd. 1,086.53 1,135.09
Mundra Solar PV Ltd. 16.00 1,714.69
Indianoil-Adani Gas Pvt. Ltd. 36.52 846.08
Adani Power Ltd. 40.25 -
Parsa Kente Collieries Ltd. 80.00 -
Note:
(i) Transactions with Related Parties are shown net of taxes.
(ii) The Company’s material related party transactions and outstanding balances are with related parties with whom
the Company routinely enters into transactions in the ordinary course of business.
177
Adani Enterprises Limited
(a) Loans and advances in the nature of loans to subsidiaries and associates by name and amount :
(H in Crores)
Sr. Name of Entity Closing Balance Maximum amount
No. As at Outstanding
31st March, 2019 during the year
1 Adani Agri Fresh Ltd. CY 140.97 140.97
PY 115.28 298.03
2 Parsa Kente Collieries Ltd. CY 175.21 268.57
PY 80.34 138.36
3 Adani Agri Logistics Ltd. CY Nil 237.40
PY 181.30 181.30
4 CSPGCL AEL Parsa Collieries Ltd. CY Nil 2.27
PY 2.27 2.27
5 Adani Synenergy Ltd. CY 50.48 50.48
PY 38.33 38.33
6 Adani Welspun Exploration Ltd. CY Nil Nil
PY Nil 504.50
7 Adani Green Energy Ltd. CY Nil Nil
PY Nil 448.35
8 Adani Green Energy (Tamil Nadu) Ltd. CY Nil Nil
PY Nil 188.17
9 Adani Renewable Energy Park Ltd. CY 54.05 54.05
PY 49.58 49.58
10 Adani Green Energy (UP) Ltd. CY Nil Nil
PY Nil 203.75
11 Ramnad Renewable Energy Ltd. CY Nil Nil
PY Nil 115.32
12 Ramnad Solar Power Ltd. CY Nil Nil
PY Nil 45.48
13 Kamuthi Renewable Energy Ltd. CY Nil Nil
PY Nil 44.56
14 Kamuthi Solar Power Ltd. CY Nil Nil
PY Nil 292.61
15 Rajasthan Collieries Ltd. CY 8.22 8.22
PY 4.64 4.64
16 Mundra Solar Ltd. CY 31.05 31.05
PY 28.49 28.49
17 Mundra Solar PV Ltd. CY 30.62 491.17
PY 433.06 433.06
18 Prayatna Developers Pvt. Ltd. CY Nil Nil
PY Nil 148.82
19 Adani Defence Systems And Technologies Ltd. CY Nil 1.01
PY 0.18 0.41
20 Parampujya Solar Energy Pvt. Ltd. CY Nil Nil
PY Nil 309.76
21 Rosepetal Solar Energy Pvt. Ltd. CY Nil Nil
PY Nil 1.02
(H in Crores)
Sr. Name of Entity Closing Balance Maximum amount
No. As at Outstanding
31st March, 2019 during the year
22 Adani Renewable Energy Park Rajasthan Ltd. CY Nil Nil
PY Nil 1.18
23 Adani Green Energy (MP) Ltd. CY Nil Nil
PY Nil 3.36
24 Mahaguj Power LLP CY 0.28 0.28
PY 0.25 0.25
25 Surguja Power Pvt. Ltd. CY 9.43 9.43
PY 7.94 7.94
26 Adani Bunkering Pvt. Ltd. CY Nil 12.50
PY 0.99 11.59
27 Adani Elbit Advanced Systems India Ltd. CY Nil Nil
PY Nil 0.50
28 Adani Cementation Ltd. CY 80.37 80.37
PY 42.25 42.25
29 Mundra Solar Technopark Pvt. Ltd CY 646.97 646.97
PY 383.02 383.02
30 Kilaj Solar (Maharashtra) Pvt. Ltd. CY Nil Nil
PY Nil 5.07
31 Adani Green Technology Ltd. CY 2.36 2.36
PY 2.13 2.13
32 Wardha Solar (Maharashtra) Pvt. Ltd. CY Nil Nil
PY Nil 106.62
33 Talabira (Odisha) Mining Pvt. Ltd. CY 12.72 12.72
PY Nil 3.07
34 Jhar Mining Infra Pvt. Ltd. CY 0.65 0.65
PY 0.33 0.80
35 Adani Chendipada Mining Pvt. Ltd. CY 0.30 0.30
PY 0.01 0.01
36 Gare Pelma III Collieries Ltd. CY 38.57 38.57
PY 26.71 50.01
37 Pench Power Thermal Energy (MP) Ltd. CY 0.45 0.45
PY Nil Nil
38 Adani Tradex LLP CY 25.80 25.80
PY Nil Nil
39 Adani Transport Ltd. CY 148.92 148.92
PY Nil Nil
40 Bilaspur Patharpali Road Pvt. Ltd. CY 26.07 26.07
PY Nil Nil
41 Prayagraj Water Pvt. Ltd. CY 0.30 0.30
PY Nil Nil
42 Adani Water Ltd. CY 0.03 0.03
PY Nil Nil
Note :- All the above loans and advances have been given for business purposes.
179
Adani Enterprises Limited
(H in Crores)
Sr. Name of Entity Closing Balance Maximum amount
No. As at Outstanding
31st March, 2019 during the year
1 Adani Power Ltd. CY 320.16 320.16
PY 151.60 989.68
2 Adani Welspun Exploration Ltd. CY Nil Nil
PY Nil 504.50
3 Adani Green Energy Ltd. CY Nil Nil
PY Nil 448.35
4 Adani Defence Systems and Technologies Ltd. CY Nil 1.01
PY 0.18 0.41
5 Adani Agri Fresh Ltd. CY 140.97 140.97
PY 115.28 298.03
6 Adani Agri Logistics Ltd. CY Nil 237.40
PY 181.30 181.30
7 Adani Synenergy Ltd. CY 50.48 50.48
PY 38.33 38.33
8 Adani Bunkering Pvt. Ltd. CY Nil 12.50
PY 0.99 11.59
(c) None of the loanee and loanees of subsidiary companies have per se made Investments in the shares of the Company.
47 Items of Expenditure in the Statement of Profit and Loss include reimbursements for common sharing facilities to and
by the Company.
48 Pursuant to Ind AS 112 – Financial Reporting of Interests in Joint Venture, the disclosures relating to the Joint Ventures
are as follows :
(a)
Jointly Controlled Assets
The Company jointly with other parties to the joint venture, have been awarded two onshore oil & gas blocks at Palej
and Assam by Government of India through NELP-VI bidding round, has entered into Production Sharing Contracts
(PSC) with Ministry of Petroleum and Natural Gas for exploration of oil and gas in the aforesaid blocks. Naftogaz India
Pvt. Ltd.(NIPL) being one of the parties to consortium was appointed as operator of the blocks vide Joint Operating
Agreements (JOAs) entered into between parties to consortium. The expenditures related to the activities in the blocks
were incurred by Adani Group, Welspun Group or through its joint venture Adani Welspun Exploration Ltd.
The financial statements of the company reflect its share of Assets and Liabilities of the jointly controlled assets which
are accounted on a line to line basis with similar items in the Company's accounts to the extent of participating interest
of the Company as per the various joint venture agreements, in compliance of Ind AS 31. The summary of the Company's
share in Assets & Liabilities of unincorporated joint ventures are as follow:
(H in Crores)
Particulars CB-ONN-2004/5-Palej
As at As at
31st March, 2019 31st March, 2018
Property, Plant & Equipment 0.08 0.08
Capital Work in Progress 96.23 94.97
Intangible Assets 0.69 0.69
Cash & Cash Equivalents * *
Other Non-Current Assets 0.02 0.02
97.02 95.76
Capital Contributions 94.43 93.17
Other Current Liabilities 2.59 2.59
97.02 95.76
(* Denotes amount less than H 50,000)
(b)
Jointly Controlled Entities
The Company has joint venture interests in Adani Elbit Advanced Systems India Limited, Adani Chendipada Mining Pvt.
Ltd. and Jhar Mining Infra Pvt. Ltd. As on 31 March 2019, the Company has invested a sum of H 14.83 Crores (31st March
2018: H 0.77 Crores), H 0.00 Crores (31st March 2018: H 0.01 Crores) and H 0.03 Crores (31st March 2018: H 0.03 Crores)
respectively.
The assets, liabilities , income & expenditure, contingent liabilities and capital commitments of the Joint Ventures are
as given below:
(H in Crores)
Name of Entity Adani Elbit Advanced Systems India Ltd.
Country of Incorporation India
% of ownership interest 51%
Relationship Joint Venture
2018-19 2017-18
Current Assets 13.43 0.52
Non Current Assets 11.57 *
Current Liabilities 1.34 0.02
Non Current Liabilities 0.15 -
Income - -
Profit/(Loss) for the year (4.48) (0.15)
Other Comprehensive Income - -
Total Comprehensive Income (4.48) (0.15)
Contingent Liabilities - -
Capital Commitments - -
181
Adani Enterprises Limited
(H in Crores)
Name of Entity Adani Chendipada Mining Pvt. Ltd.
Country of Incorporation India
% of ownership interest 49% 100%
Relationship Joint Venture Subsidiary
2018-19 2017-18
Current Assets 0.51 *
Non Current Assets * -
Current Liabilities 0.58 0.01
Non Current Liabilities - -
Income - -
Profit/(Loss) for the year (0.06) *
Other Comprehensive Income - -
Total Comprehensive Income (0.06) *
Contingent Liabilities - -
Capital Commitments - -
(H in Crores)
Name of Entity Jhar Mining Infra Pvt. Ltd.
Country of Incorporation India
% of ownership interest 51%
Relationship Joint Venture Subsidiary
2018-19 2017-18
Current Assets 0.67 0.16
Non Current Assets 0.01 0.01
Current Liabilities 0.93 0.34
Non Current Liabilities - -
Income 0.01 0.09
Profit/(Loss) for the year (0.08) (0.02)
Other Comprehensive Income - -
Total Comprehensive Income (0.08) (0.02)
Contingent Liabilities - -
Capital Commitments - -
(*Denotes amount less than H 50,000)
The following expenses including borrowing cost which are specifically attributable to construction of project are included
in capital work-in-progress (CWIP):
(H in Crores)
Particulars As at As at
31st March, 2019 31st March, 2018
Opening Balance 52.77 253.33
Add: Employee Benefits Expense 21.83 9.15
Finance costs 3.91 1.84
Operating and Other Expenses 5.63 14.33
84.14 278.65
Less: Other Income - -
Less: EDC pertaining to Chendipada & Machhakata coal block (Refer note 18a) - 212.15
84.14 66.49
Less: Capitalised during the year 39.96 13.72
Closing Balance 44.17 52.77
As per Section 135 of the Companies Act, 2013, a Corporate Social Responsibility (CSR) committee has been formed by the
Company. During the year, the Company was required to spend H 6.00 crores as per the provisions of Section 135 of the
Companies Act, 2013.
The CSR activities of the Company are generally carried out through charitable organisations set up by the Group, where
funds are allocated from the Company. These organisations carry out the CSR activities as specified in Schedule VII of
the Companies Act, 2013 on behalf of the Company. During the year, the Company has contributed H 6.00 crores to these
organisations (refer note 45) and has spend H 0.09 crores on other charitable activities.
(H in Crores)
Particulars Amount Amount yet to be Total
Contributed Contributed
a) Construction / Acquisition of any assets - - -
b) For purpose other than (a) above 6.09 - 6.09
Total 6.09 - 6.09
The Ministry of Corporate Affairs (“MCA”) through Companies (Indian Accounting Standards) Amendment Rules, 2019 and
Companies (Indian Accounting Standards) Second Amendment Rules, 2019 has notified the following new and amendments
to existing standards. These amendments are effective for annual periods beginning from 1st April, 2019. The Company will
adopt these new standards and amendments to existing standards once it become effective and are applicable to it.
Ind AS 116 ‘Leases’ replaces existing lease accounting guidance i.e. Ind AS 17 Leases. It sets out principles for the
recognition, measurement, presentation and disclosure of leases and requires lessee to account for all leases, except
short-term leases and leases for low-value items, under a single on-balance sheet lease accounting model. A lessee
recognizes a right-of-use asset representing its right to use the underlying asset and a lease liability representing its
obligation to make lease payments. The accounting from Lessor perspective largely remain unchanged from the existing
standard – i.e. lessor will continue to classify the leases as finance or operating leases.
183
Adani Enterprises Limited
The MCA has carried amendments to the following existing standards which will be effective from 1st April, 2019. The
Company is not expecting any significant impact in the financial statements from these amendments. The quantitative
impacts would be finalized based on a detailed assessment which has been initiated to identify the key impacts along
with evaluation of appropriate transition options.
Application of above standards are not expected to have any significant impact on the Company’s financial
statements.
53 Details of Loans given, Investments made and Guarantee given or security provided covered u/s 186 (4) of the Companies
Act, 2013 are given under respective heads (refer notes 6 and 45).
54 As per Ind AS 108, “Operating Segments”, in case a financial report contains both Standalone Financial Statements and
Consolidated Financial Statements of the Company, segment information is required to be presented only on the basis
of Consolidated Financial Statements of the Company. Hence, the required segment information has been disclosed in
the Consolidated Financial Statements.
55 The Board of Directors at its meeting held on 29th May, 2019 have recommended payment of final dividend of H 0.40
per equity share of the face value of H 1 each for the year ended 31st March, 2019. This proposed dividend is subject to
approval of shareholders in the ensuing annual general meeting.
For the year ended 31st March, 2018, the Company had proposed final dividend of H 0.40 per equity share of H 1 each.
The same was declared and paid during the year ended 31st March, 2019.
The Company evaluates events and transactions that occur subsequent to the balance sheet date but prior to approval
of the financial statements to determine the necessity for recognition and/or reporting of any of these events and
transactions in the financial statements. There are no subsequent events to be recognized or reported that are not
already disclosed.
The financial statements were approved for issue by the board of directors on 29th May, 2019.
As per our attached report of even date For and on behalf of the Board
For SHAH DHANDHARIA & CO., GAUTAM S. ADANI RAJESH S. ADANI
Chartered Accountants Chairman Managing Director
Firm Reg No. : 118707W DIN : 00006273 DIN : 00006322
Financial
Statements
Adani Enterprises Limited
Report on the Audit of the Consolidated Financial divested its investment in Thermal energy Entities.
Statements The management of these entities have assessed the
carrying values of its assets including expenditure
Opinion incurred during project development period on account
of delay / temporary suspension in setting up the project
We have audited the accompanying Consolidated Financial
and have recorded an impairment provision amounting
Statements of Adani Enterprises Limited (hereinafter
to H 464.63 crores based on the best estimates by the
referred to as “the Holding Company”), its subsidiaries (the
management and concurrence by the auditors of these
Holding Company and its subsidiaries together referred to
subsidiaries and relied upon by us.
as “the Group”), its associates and jointly controlled entities,
comprising of the Consolidated Balance Sheet as at 31st
(iii) the note 36(c) of the Consolidated financial Statements
March 2019, the Consolidated Statement of Profit and Loss
wherein the management of two Australian subsidiaries
(including other comprehensive income), the Consolidated
have assessed the carrying values of its assets including
Statement of Cash Flows and the Consolidated Statement
expenditure incurred during project development
of Changes in Equity for the year then ended, and a summary
period on account of delay in setting up the project and
of significant accounting policies and other explanatory
have recorded an impairment provision amounting to
information (hereinafter referred to as “Consolidated
H 670.80 crores based on the independent valuer’s
Financial Statements”).
report and concurrence by the auditors of these
In our opinion and to the best of our information and subsidiaries and relied upon by us.
according to the explanations given to us and based on the
(iv) the fact that investment in some of the subsidiaries
consideration of reports of other auditors and read with
and jointly controlled entities (refer note 38 and
our comments in sub-paragraphs (i) to (iv) of the Emphasis
43(b)) were disposed off/ demerged during the year.
of Matter paragraph below, the aforesaid Consolidated
Financials in respect of these subsidiaries and jointly
Financial Statements give the information required by
controlled entities are considered till the date of
the Companies Act, 2013 (“the Act”) in the manner so
disposal/ demerger.
required and give a true and fair view in conformity with
the Indian Accounting Standards prescribed under section Our opinion is not qualified / modified in respect of these
133 of the Act read with the Companies (Indian Accounting matters.
Standards) Rules, 2015, as amended, (“Ind AS”) and other
accounting principles generally accepted in India, of the Basis for Opinion
consolidated state of affairs of the Group, its associates
and jointly controlled entities as at 31st March, 2019, and We conducted our audit of the Consolidated Financial
their consolidated profit and total comprehensive income, Statements in accordance with the Standards on Auditing
consolidated cash flows and consolidated changes in specified under section 143(10) of the Act (SAs). Our
equity for the year ended on that date. responsibilities under those Standards are further described
in the Auditor’s Responsibilities for the Audit of the
Emphasis of Matter Consolidated Financial Statements section of our report. We
are independent of the Group in accordance with the Code
We would like to draw attention to: of Ethics issued by the Institute of Chartered Accountants of
India (ICAI) together with the ethical requirements that are
(i) the fact that some of the subsidiary companies are
relevant to our audit of the Consolidated Financial Statements
incurring continuous losses and have a negative net
under the provisions of the Act and the Rules made there
current assets position.
under, and we have fulfilled our other ethical responsibilities
(ii) the note 36(b) of the Consolidated Financial in accordance with these requirements and the ICAI’s Code of
Statements wherein the Holding Company has Ethics. We believe that the audit evidence we have obtained
is sufficient and appropriate to provide a basis for our audit These matters were addressed in the context of our audit
opinion on the Consolidated Financial Statements. of the Consolidated Financial Statements as a whole, and
in forming our opinion thereon, and we do not provide a
Key Audit Matters
separate opinion on these matters. We have determined the
Key audit matters are those matters that, in our professional matters described below to be the key audit matters to be
judgment, were of most significance in our audit of the communicated in our report.
Consolidated Financial Statements of the current period.
187
Adani Enterprises Limited
Information other than the Consolidated Financial Responsibilities of Management and Those
Statements and Auditor’s Report thereon Charged with Governance for the Consolidated
Financial Statements
The Holding Company’s Board of Directors is responsible for
the other information. The other information comprises the The Holding Company’s Board of Directors is responsible for the
information included in the Group’s annual report, but does matters stated in Section 134(5) of the Companies Act, 2013
not include the Consolidated Financial Statements and our (“the Act”) with respect to the preparation and presentation of
auditors’ report thereon. these Consolidated Financial Statements that give a true and
fair view of the consolidated financial position, consolidated
Our opinion on the Consolidated Financial Statements does financial performance including other comprehensive income,
not cover the other information and we do not express any consolidated cash flows and consolidated changes in equity
form of assurance conclusion thereon. of the Group, its associates and jointly controlled entities in
accordance with the accounting principles generally accepted
In connection with our audit of the Consolidated in India, including the applicable Indian Accounting Standards
Financial Statements, our responsibility is to read the (Ind AS) prescribed under Section 133 of the Act, read with
other information, compare with the financial statements the Companies (Indian Accounting Standards) Rules, 2015, as
of the subsidiaries, associates and jointly controlled amended.
entities audited by the other auditors or certified by the
management, to the extent it relates to these entities and, This responsibility also includes maintenance of adequate
in doing so, place reliance on the work of the other auditors accounting records in accordance with the provisions
and consider whether the other information is materially of the Act for safeguarding the assets of the Group , its
inconsistent with the Consolidated Financial Statements associates and jointly controlled entities and for preventing
or our knowledge obtained during the course of our audit and detecting frauds and other irregularities; selection
or otherwise appears to be materially misstated. Other and application of appropriate accounting policies; making
information so far as it relates to the subsidiaries, associates judgments and estimates that are reasonable and prudent;
and jointly controlled entities audited by the other auditors and design, implementation and maintenance of adequate
or certified by the management, is traced from the financial internal financial controls, that were operating effectively for
statements audited by the other auditors or certified by the ensuring the accuracy and completeness of the accounting
records, relevant to the preparation and presentation of the
management.
Consolidated Financial Statements that give a true and fair
If, based on the work we have performed or on the basis of view and are free from material misstatement, whether due
other auditor’s report, we conclude that there is a material to fraud or error, which have been used for the purpose of
misstatement of this other information; we are required to preparation of the Consolidated Financial Statements by
report that fact. We have nothing to report in this regard. the Board of Directors of the Holding Company, as aforesaid.
In preparing the Consolidated financial statements, the • Evaluate the appropriateness of accounting policies
Board of Directors is responsible for assessing the Group’s used and the reasonableness of accounting estimates
ability to continue as a going concern, disclosing, as and related disclosures made by management.
applicable, matters related to going concern and using the
going concern basis of accounting unless management • Conclude on the appropriateness of management’s use
either intends to liquidate or to cease operations, or has no of the going concern basis of accounting and, based
realistic alternative but to do so. on the audit evidence obtained, whether a material
uncertainty exists related to events or conditions that
The respective Board of Directors of the companies may cast significant doubt on the ability of the Group,
included in the group and of its associates and jointly its associates and jointly controlled entities to continue
controlled entities are also responsible for overseeing the as a going concern. If we conclude that a material
financial reporting process of the Group and its associates uncertainty exists, we are required to draw attention
and jointly controlled entities. in our auditor’s report to the related disclosures in the
Consolidated financial statements or, if such disclosures
are inadequate, to modify our opinion. Our conclusions
Auditor’s Responsibilities for the Audit of the
are based on the audit evidence obtained up to the
Consolidated Financial Statements
date of our auditor’s report. However, future events
Our objectives are to obtain reasonable assurance about or conditions may cause the Group, its associates and
whether the Consolidated Financial Statements as a whole jointly controlled entities to cease to continue as a
are free from material misstatement, whether due to fraud going concern.
or error, and to issue an auditor’s report that includes our
• Evaluate the overall presentation, structure and content
opinion. Reasonable assurance is a high level of assurance,
of the Consolidated Financial Statements, including
but is not a guarantee that an audit conducted in accordance
the disclosures, and whether the Consolidated financial
with SAs will always detect a material misstatement when it
statements represent the underlying transactions and
exists. Misstatements can arise from fraud or error and are
events in a manner that achieves fair presentation.
considered material if, individually or in the aggregate, they
could reasonably be expected to influence the economic • Obtain sufficient appropriate audit evidence regarding
decisions of users taken on the basis of these Consolidated the financial information of the entities or business
Financial Statements. activities within the Group, its associates and jointly
controlled entities to express an opinion on the
As part of an audit in accordance with SAs, we exercise
Consolidated Financial Statements. We are responsible
professional judgment and maintain professional scepticism
for the direction, supervision and performance of the
throughout the audit. We also:
audit of the financial statements of such entities
• Identify and assess the risks of material misstatement included in the consolidated financial Statements
of the Consolidated Financial Statements, whether due of which we are the independent auditors. For the
to fraud or error, design and perform audit procedures other entities or business activities included in the
responsive to those risks, and obtain audit evidence Consolidated Financial Statements, which have
that is sufficient and appropriate to provide a basis been audited by other auditors, such other auditors
for our opinion. The risk of not detecting a material remain responsible for the direction, supervision and
misstatement resulting from fraud is higher than for performance of the audits carried out by them. We
one resulting from error, as fraud may involve collusion, remain solely responsible for our audit opinion.
forgery, intentional omissions, misrepresentations, or
Materiality is the magnitude of misstatements in the
the override of internal control.
Consolidated Financial Statements that, individually or in
• Obtain an understanding of internal financial controls aggregate, makes it probable that the economic decisions
relevant to the audit in order to design audit procedures of a reasonably knowledgeable user of the Consolidated
that are appropriate in the circumstances. Under Financial Statements may be influenced. We consider
section 143(3)(i) of the Act, we are also responsible quantitative materiality and qualitative factors in (i)
for expressing our opinion on whether the Holding planning the scope of our audit work and in evaluating
Company has adequate internal financial controls the results of our work; and (ii) to evaluate the effect of
system in place and the operating effectiveness of any identified misstatements in the Consolidated Financial
such controls. Statements.
189
Adani Enterprises Limited
We communicate with those charged with governance of Crores for the year ended 31st March, 2019, in respect
the Holding Company and such other entities included in of 4 Jointly Controlled Entities and 3 Associates, which
the Consolidated Financial Statements of which we are the have been audited by other auditors, whose financial
independent auditors regarding, among other matters, the statements, other financial information and auditor’s
planned scope and timing of the audit and significant audit reports have been furnished to us by the management.
findings, including any significant deficiencies in internal Our opinion on the consolidated financial statements,
control that we identify during our audit. in so far as it relates to the amounts and disclosures
included in respect of these jointly controlled entities
We also provide those charged with governance with a and associates is based solely on the reports of such
statement that we have complied with relevant ethical other auditors.
requirements regarding independence, and to communicate
with them all relationships and other matters that may (iv) The accompanying Consolidated Financial Statements
reasonably be thought to bear on our independence, and include Financial Statements of 24 subsidiaries which
where applicable, related safeguards. reflect total assets of H 1,828.88 Crores as at 31st
March, 2019 and total revenues of H 909.29 Crores and
From the matters communicated with those charged with Net Profit after tax (after adjusting minority interest
governance, we determine those matters that were of most and other comprehensive income) of H 57.95 Crores
significance in the audit of the Consolidated Financial for the year then ended whose financial statements
Statements of the current year and are therefore the key are unaudited and have been furnished to us by the
audit matters. We describe these matters in our auditor’s Management and our opinion on the Consolidated
report unless law or regulation precludes public disclosure Financial Statements in so far as it relates to the
about the matter or when, in extremely rare circumstances, amounts and disclosures included in respect of these
we determine that a matter should not be communicated Subsidiaries is based solely on such unaudited financial
in our report because the adverse consequences of doing statements - also refer note (iv) of the Emphasis of
so would reasonably be expected to outweigh the public Matter paragraph.
interest benefits of such communication.
(v) The accompanying Consolidated Financial Statements
include the Group’s share of Net Profit after tax of
Other Matters
H 14.73 Crores for the year ended 31st March, 2019,
(i) The Consolidated Financial Statements include the in respect of 13 Jointly Controlled Entities and 10
Group’s proportionate share in jointly controlled net Associates whose financial statements are unaudited
assets of H 328.76 Crores in respect of 3 Unincorporated and have been furnished to us by the Management and
Jointly Controlled Entities not operated by the Group, our opinion on the consolidated financial statements
which is based on unaudited statements which have in so far as it relates to the amounts and disclosures
been certified by the management and relied upon by included in respect of these joint ventures and
us. associates is based solely on such unaudited financial
statements - also refer note (iv) of the Emphasis of
(ii) The accompanying Consolidated Financial Statements Matter paragraph.
include Financial Statements of 87 subsidiaries
which reflect total assets of H 29,309.57 Crores as at Our opinion on the Consolidated Financial Statements, and
31stMarch, 2019 and total revenues of H 26,995.82 our report on Other Legal and Regulatory Requirements
Crores and Net Profit after tax (after adjusting minority below, is not modified in respect of the above matters with
interest and other comprehensive income) of H 913.52 respect to our reliance on the work done and the reports of
Crores for the year then ended, which have been the other auditors and the Financial Statements certified
audited by other auditors whose financial statements, by the Management.
other financial information and auditor’s reports have
been furnished to us by the management. Our opinion Report on Other Legal and Regulatory
on the consolidated financial statements, in so far as Requirements
it relates to the amounts and disclosures included in
respect of these subsidiaries is based solely on the 1. As required by Section 143(3) of the Act, based on our audit
reports of such other auditors – also refer note (iv) of and on the consideration of the reports of other auditors
the Emphasis of Matter paragraph. on separate financial statements of its subsidiaries,
associates and jointly controlled entities incorporated in
(iii) The accompanying Consolidated Financial Statements India, referred in the Other Matters paragraph above we
include the Group’s share of Net Profit after tax of H 3.63 report, to the extent applicable, that:
a) We have sought and obtained all the information the Companies (Audit and Auditors) Rules, 2014, in
and explanations which to the best of our our opinion and to the best of our information and
knowledge and belief were necessary for the according to the explanations given to us:
purposes of our audit of the aforesaid Consolidated
Financial Statements; i. The Consolidated Financial Statements
disclose the impact of pending litigations
b) In our opinion, proper books of account as required on the consolidated financial position of the
by law relating to preparation of the aforesaid Group, its associates and jointly controlled
Consolidated Financial Statements have been kept entities – Refer Note 48 to the Consolidated
so far as it appears from our examination of those Financial Statements;
books and the reports of the other auditors;
ii. Provision has been made in the Consolidated
c) The Consolidated Balance Sheet, the Consolidated Financial Statements, as required under the
Statement of Profit and Loss including other applicable law or Ind AS, for material foreseeable
comprehensive income, the Consolidated losses, if any, on long-term contracts including
Statement of Cash Flows and the Consolidated derivative contracts – Refer Note 40 to the
Statement of Changes in Equity dealt with by this Consolidated Financial Statements;
Report are in agreement with the books of account
maintained for the purpose of preparation of the iii. There has been no delay in transferring
Consolidated Financial Statements; amounts, required to be transferred, to the
Investor Education and Protection Fund by the
d) In our opinion, the aforesaid Consolidated Financial Holding Company and other group companies
Statements comply with the Indian Accounting incorporated in India.
Standards specified under Section 133 of the Act.
2. With respect to the matters to be included in the
e) On the basis of the written representations received Auditor’s Report in accordance with the requirements of
from the directors of the Holding Company as on section 197(16) of the Act, as amended:
31st March, 2019 taken on record by the Board
of Directors of the Holding Company, and the In our opinion and to the best of our information
reports of the statutory auditors of its subsidiaries, and according to the explanations given to us, the
associates and jointly controlled entities, none of remuneration paid by the Holding Company to its
the directors of the Group Companies is disqualified directors during the current period is in accordance with
as on 31st March, 2019 from being appointed as a the provisions of section 197 of the Act.
director in terms of Section 164 (2) of the Act.
f) With respect to the adequacy of the internal For SHAH DHANDHARIA & CO.
financial controls over financial reporting of the Chartered Accountants
Group, its associates and jointly controlled entities Firm’s Registration No. 118707W
and the operating effectiveness of such controls,
refer to our separate Report in “Annexure A”.
Ankit Ajmera
g) With respect to the other matters to be included in Place : Ahmedabad Partner
the Auditor’s Report in accordance with Rule 11 of Date : 29th May, 2019 Membership No.434347
191
Adani Enterprises Limited
Report on the Internal Financial Controls under and detection of frauds and errors, the accuracy and
Clause i of sub-section 3 of section 143 of the completeness of the accounting records, and the timely
Companies Act 2013 (the Act). preparation of reliable financial information, as required
under the Act.
Opinion
193
Adani Enterprises Limited
ASSETS
I NON-CURRENT ASSETS
(a) Property, Plant & Equipment 3 5,745.59 7,149.38
(b) Capital Work-in-Progress 4 5,764.92 5,525.87
(c) Investment Properties 5 22.02 35.70
(d) Goodwill 54.22 79.66
(e) Other Intangible Assets 3 3,198.28 3,290.45
(f) Financial Assets
(i) Investments 6 1,508.53 1,389.03
(ii) Loans 7 1,376.46 1,420.87
(iii) Other Financial Assets 8 865.95 1,105.04
(g) Income Tax Assets (net) 240.92 255.31
(h) Deferred Tax Assets (net) 9 349.31 317.05
(i) Other Non-Current Assets 10 281.97 469.97
19,408.17 21,038.33
II CURRENT ASSETS
(a) Inventories 11 2,668.82 2,342.56
(b) Financial Assets
(i) Investments 12 2.82 71.69
(ii) Trade Receivables 13 14,178.40 12,098.77
(iii) Cash & Cash Equivalents 14 973.88 1,159.03
(iv) Bank Balances other than (iii) above 15 735.40 725.22
(v) Loans 16 2,238.77 4,145.77
(vi) Other Financial Assets 17 892.40 573.80
(c) Other Current Assets 18 1,308.89 965.29
22,999.38 22,082.13
Assets held for Distribution to Owners 38 - 13,374.25
22,999.38 35,456.38
Total Assets 42,407.55 56,494.71
EQUITY AND LIABILITIES
EQUITY
(a) Equity Share Capital 19 109.98 109.98
(b) Other Equity 20 14,645.96 14,979.19
Equity attributable to owners of the Company 14,755.94 15,089.17
(c) Non Controlling Interests 387.77 777.86
Total Equity 15,143.71 15,867.03
LIABILITIES
I NON-CURRENT LIABILITIES
(a) Financial Liabilities
(i) Borrowings 21 2,992.22 4,272.98
(ii) Other Financial Liabilities 22 1,234.33 1,414.23
(b) Provisions 23 49.93 46.13
(c) Deferred Tax Liabilities (net) 9 - 89.37
(d) Other Non-Current Liabilities 24 606.70 505.43
4,883.18 6,328.14
II CURRENT LIABILITIES
(a) Financial Liabilities
(i) Borrowings 25 6,959.14 12,599.38
(ii) Trade Payables 26
- Total outstanding dues of micro and small enterprises 4.42 -
- Total outstanding dues of creditors other than 11,984.31 8,549.00
micro and small enterprises
(iii) Other Financial Liabilities 27 1,820.11 1,185.87
(b) Other Current Liabilities 28 1,521.68 1,434.84
(c) Provisions 29 52.70 38.47
(d) Income Tax Liabilities (net) 38.30 40.24
22,380.66 23,847.80
Liabilities Associated with Assets held for Distribution to Owners 38 - 10,451.74
Total Liabilities 22,380.66 34,299.54
Total Equity and Liabilities 42,407.55 56,494.71
The accompanying notes are an integral part of these Financial Statements.
As per our attached report of even date For and on behalf of the Board
For SHAH DHANDHARIA & CO., GAUTAM S. ADANI RAJESH S. ADANI
Chartered Accountants Chairman Managing Director
Firm Reg No. : 118707W DIN : 00006273 DIN : 00006322
ANKIT AJMERA JUGESHINDER SINGH JATIN JALUNDHWALA
Partner Chief Financial Officer Company Secretary &
Membership No. 434347 Joint President (Legal)
Place : Ahmedabad Place : Ahmedabad
Date : 29th May, 2019 Date : 29th May, 2019
195
Adani Enterprises Limited
(H in Crores)
Particulars Notes For the year ended For the year ended
31st March, 2019 31st March, 2018
Item that will be reclassified to Consolidated Profit and
Loss
Continuing Operations
(i) Exchange differences on translation of financial 677.78 57.62
statements of foreign subsidiaries
(ii) Income tax relating to the above item - -
677.78 57.62
Discontinued Operations - -
Total 677.78 57.62
Other Comprehensive Income (After Tax) 683.23 248.36
Total Comprehensive Income for the Year 1,189.14 842.56
Total Comprehensive Income for the Year (After Tax)
Continuing Operations 1098.32 795.30
Discontinued Operations 90.82 47.26
Continuing and Discontinued Operations 1,189.14 842.56
Net Profit attributable to :
Owners of the Company 717.14 757.25
Non Controlling Interests (211.23) (163.05)
505.91 594.20
Other Comprehensive Income attributable to :
Owners of the Company 683.29 248.48
Non Controlling Interests (0.06) (0.12)
683.23 248.36
Total Comprehensive Income attributable to :
Owners of the Company 1,400.43 1,005.73
Non Controlling Interests (211.29) (163.17)
1,189.14 842.56
Earning per Equity Share of J 1/- each - Basic & Diluted 50
From Continuing Operations 5.69 6.18
From Discontinued Operations 0.83 0.71
From Continuing & Discontinued Operations 6.52 6.89
B. Other Equity
(H in Crores)
Statutory Reports
197
st
198
Consolidated Statement of Changes in Equity for the year ended 31 March, 2019
B. Other Equity (continue…)
(H in Crores)
Attributable to the Owners of the Company
Reserves and Surplus Other Comprehensive
Total Other
Income Equity Non
Particulars General Securities Retained Capital Amalgamation Foreign Equity attributable Controlling Total
Adani Enterprises Limited
(H in Crores)
Particulars For the year ended For the year ended
31st March, 2019 31st March, 2018
A. CASH FLOW FROM OPERATING ACTIVITIES
Net Profit Before Tax
Continuing Operations 367.94 439.22
Discontinued Operations - Excluding Share of Joint Venture and 142.98 68.72
Associate
Adjustments for :
Depreciation, Amortisation & Impairment 1,087.25 1,357.56
Impairment in value of Investments 0.35 -
Dividend Income from Non Current Investments (2.75) (4.37)
Dividend Income from Current Investments (0.02) (0.03)
(Profit) / Loss from Partnership Firm (0.03) 1.02
Gain on Sale of Current / Non Current Investments (32.39) (30.35)
Gain on Sale of Subsidiaries / Associates (537.82) (2.02)
Government Incentives (49.64) (96.46)
Loss on Sale of Assets (net) 0.20 12.27
Bad Debts / Provision for Doubtful Debts & Advances 65.70 17.82
Write off due to reversal of reimbursement claim - 185.51
Liabilities no longer required written back (5.44) (5.55)
Unrealised Exchange Rate Difference (80.11) 204.73
Stamp Duty on account of Scheme of Arrangement 25.00 -
Finance Costs 1,637.34 1,848.81
Interest Income (489.89) (534.60)
Operating Profit before Working Capital Changes 2,128.67 3,462.28
Adjustments for :
Trade Receivables & Other Financial Assets (1,980.03) (532.25)
Inventories (369.23) (713.12)
Other Current & Non-Current Assets (381.82) 406.00
Other Current & Non-Current Liabilities 158.48 282.07
Trade Payables, Other Financial Liabilities & Provisions 3,981.54 287.51
Cash Generated from Operations 3,537.61 3,192.49
Direct Taxes paid (net) (210.91) (250.10)
Net Cash Generated from Operating Activities (A) 3,326.70 2,942.39
B. CASH FLOW FROM INVESTING ACTIVITIES
Capital Expenditure on Property, Plant & Equipments, Intangible (1,772.32) (7,305.00)
Assets and Investment Properties (after adjustment of increase /
decrease of Capital Work-in-Progress and Advances)
Investment in Joint Ventures (including Share Application Money) (324.06) (79.94)
Proceeds from Sale of Property, Plant & Equipments 7.09 10.98
Non Current Loans advanced (753.29) (494.46)
Non Current Loans received back 797.70 43.27
Current Loans (advanced to) / received back (net) 1,906.75 (260.59)
Investments in Other Bank Deposits (net) (44.55) (176.62)
Sale / (Purchase) of Current Investments (net) 36.01 5.52
Profit / (Loss) from Partnership Firm 0.03 (1.02)
Dividend from Current Investments 0.02 0.03
Dividend from Non Current Investments 2.75 4.37
Proceeds from Sale of Investments in Subsidiaries 1,269.52 -
Interest Received 476.25 546.99
Proceeds from Sale of Non Current Investments 207.23 -
Net Cash Generated from/ (used in) Investing Activities (B) 1,809.13 (7,706.47)
199
Adani Enterprises Limited
(H in Crores)
Particulars For the year ended For the year ended
31st March, 2019 31st March, 2018
C. CASH FLOW FROM FINANCING ACTIVITIES
Proceeds from Long Term Borrowings 3,031.47 11,982.13
Repayment of Long Term Borrowings (2,002.76) (8,483.52)
Proceeds / (Repayment) from Short Term Borrowings (net) (5,633.26) 3,086.83
Transfer / Issue of shares to Non Controlling Interests 26.98 100.59
Government Grant received 103.01 212.49
Finance Costs paid (1,605.82) (1,726.00)
Stamp Duty on account of Scheme of Arrangement (25.00) -
Dividends paid (Including Dividend Tax) (53.03) (52.95)
Net Cash generated from/ (used in) Financing Activities (C) (6,158.41) 5,119.57
D. OTHERS
Exchange Difference arising on conversion taken to Foreign 677.78 57.62
Currency Translation Reserve
Net Cash Flow from Others (D) 677.78 57.62
E. On account of Demerger of Gas Sourcing and Distribution (E) (90.78) -
undertaking during the Year (Refer note : 38)
Net Increase in Cash and Cash Equivalents (A+B+C+D+E) (435.58) 413.11
Cash and Cash Equivalents at the beginning of the year 1,409.46 996.35
Cash and Cash Equivalents at the end of the year 973.88 1,409.46
Cash and Cheques on Hand 21.47 46.78
Balances with Scheduled Banks
- On Current Accounts 585.02 838.64
- On Fixed Deposit Accounts - (original maturity less than three 367.39 524.04
months)
Cash and Cash Equivalents at the end of the year 973.88 1,409.46
Notes:
1 The Consolidated Statement of Cash Flow has been prepared under the indirect method as set out in Indian Accounting
Standard (Ind AS 7) Statement of Cash Flows.
2 The Group has elected to present combined Statement of Cash Flow of both Continuing and Discontinued Operations.
The accompanying notes are an integral part of these financial statements.
As per our attached report of even date For and on behalf of the Board
For SHAH DHANDHARIA & CO., GAUTAM S. ADANI RAJESH S. ADANI
Chartered Accountants Chairman Managing Director
Firm Reg No. : 118707W DIN : 00006273 DIN : 00006322
1 CORPORATE INFORMATION
Adani Enterprises Limited (‘the Company’, ‘AEL’) is a listed public company domiciled in India and incorporated under
the provisions of the Companies Act 1956, having its registered office at “Adani House”, Near Mithakhali Six Roads,
Navrangpura, Ahmedabad - 380009, Gujarat, India. Its shares are listed on the Bombay Stock Exchange and the National
Stock Exchange. AEL along with its subsidiaries and other group companies (“Adani Group”) is a global integrated
infrastructure player with businesses spanning coal trading, coal mining, oil & gas exploration, ports, multi-modal
logistics, power generation and transmission, gas distribution and edible oil & agro commodities.
a) Statement of Compliance
The Consolidated financial statements of the Company have been prepared in accordance with Indian Accounting
Standards (Ind AS) notified under section 133 of the Companies Act, 2013 read with the Companies (Indian Accounting
Standards) Rules, 2015, as amended from time to time.
These Consolidated financial statements have been prepared and presented under the historical cost convention with
the exception of certain assets and Liabilities that are required to be carried at fair values by Ind AS. Fair value is the
price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between the market
participants at the measurement date.
The financial statements are presented in INR Crores except when otherwise stated. All amounts have been rounded-off
to the nearest Crore, unless otherwise indicated.
b) Principles of Consolidation
The consolidated financial statements comprise the financial statements of the Company, its subsidiaries and equity
accounting of its investment in associates and joint ventures.
Consolidated financial statements are prepared using uniform accounting policies for like transactions and other
events in similar circumstances. If a member of the group uses accounting policies other than those adopted in the
consolidated financial statements, appropriate adjustments are made to that group member’s financial statements in
preparing the consolidated financial statements to ensure conformity with the group’s accounting policies.
The financial statements of all the entities used for the purpose of consolidation are drawn up to same reporting date
as that of the parent company. When the end of the reporting period of the parent is different from that of a subsidiary,
joint venture or associate, the respective entity prepares, for consolidation purposes, additional financial information as
of the same date as the financial statements of the parent to enable the parent to consolidate the financial information
of the said entity, unless it is impracticable to do so.
The consolidated financial statements have been prepared on the following basis.
Subsidiaries
Subsidiaries are all entities over which the Group has control. The Group controls an entity when the Group is exposed,
or has rights, to variable returns from its power and involvement with the investee and has the ability to affect those
returns through its power over the investee.
Subsidiaries are considered for consolidation when the Group obtains control over the subsidiary and are derecognised
when the Group loses control of the subsidiary. Subsidiaries have been consolidated on a line-by-line basis by adding
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together the book values of the like items of assets, Liabilities, equity, income and expenses. Intercompany transactions,
balances and unrealised gains resulting on intra-group transactions are eliminated in full. Unrealised losses resulting
from intra-group transactions are eliminated in arriving at the carrying amount of assets unless transaction provides an
evidence of impairment of transferred asset.
Non-controlling interests represent the portion of profit or loss and net assets not held by the Group and are presented
separately in the Consolidated statement of profit and loss and consolidated balance sheet, separately from parent
shareholders’ equity, profit or loss and each component of other comprehensive income (OCI) are attributed to the
equity holders of the parent of the Group and to the non-controlling interests, even if this results in the non-controlling
interests having a deficit balance.
Changes in the Group’s ownership interests in subsidiaries that do not result in the Group losing control over the
subsidiaries are accounted for as equity transactions. The carrying amounts of the Group’s interests and the non-
controlling interests are adjusted to reflect the changes in their relative interests in the subsidiaries.
An associate is an entity over which the Group has significant influence. Significant influence is the power to participate
in the financial and operating policy decisions of the investee but is not control or joint control over those policies.
A joint venture is a joint arrangement whereby the parties that have joint control of the arrangement have rights to
the net assets of the joint arrangement. Joint control is the contractually agreed sharing of control of an arrangement,
which exists only when decisions about the relevant activities require unanimous consent of the parties sharing control.
The results and assets and Liabilities of associates and joint ventures are incorporated in the consolidated financial
statements using the equity method of accounting. Under the equity method, an investment in an associate or a joint
venture is initially recognised at cost and adjusted thereafter to recognise the Group’s share of post acquisition profits
or losses and that of other comprehensive income of the associate or joint venture. Distributions received from an
associate or a joint venture reduce the carrying amount of the investment. Unrealised gains and losses resulting from
transactions between the Group and the joint venture and associate entities are eliminated to the extent of the interest
in the joint venture and associate entities.
After application of the equity method, at each reporting date, the Group determines whether there is objective evidence
that the investment in the associate or joint venture is impaired. If there exists such evidence, the Group determines
extent of impairment and then recognises the loss in the Consolidated Statement of Profit and Loss.
Upon loss of significant influence over the associate or joint control over the joint venture, the Group measures and
recognises any retained investment at its fair value. Any difference between the carrying amount of the associate or
the joint venture and the fair value of the retained investment and proceeds from disposal is recognised in profit and
loss.
Unincorporated Entities
In case of unincorporated entities in the nature of a Joint Operation, the Group recognizes its direct right and its share
of jointly held or incurred assets, Liabilities, contingent Liabilities, revenues and expenses of joint operations. These
have been incorporated in these financial statements under the appropriate headings.
The list of Companies / Firms included in consolidation, relationship with the Company and shareholding therein is as
under. The reporting date for all the entities is 31st March, 2019 except otherwise specified.
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# Entities demerged under the Composite Scheme of Arrangement w.e.f 1st April, 2018. Refer note : 38
$ Entities demerged under the Composite Scheme of Arrangement w.e.f 28th August, 2018. Refer note : 38
* Stake divested during the year in Agri Logistics and Energy businesses with effect from 29th March, 2019. Refer note : 36(b)
^ Reporting date is 31st December, 2018
The preparation of financial statements in conformity with Ind AS requires management to make certain judgements,
estimates and assumptions that affect the reported amounts of revenues, expenses, assets and Liabilities (including
contingent Liabilities) and the accompanying disclosures. Future results could differ due to these estimates and
differences between the actual results and the estimates are recognised in the periods in which the results are known
/ materialised. Estimates and underlying assumptions are reviewed on an ongoing basis.
This involves determination of the estimated useful life of property, plant and equipment and intangible assets and
the assessment as to which components of the cost may be capitalised. Useful life of these assets is based on the
life prescribed in Schedule II to the Companies Act, 2013 or based on technical estimate, taking into account the
nature of the asset, estimated usage, expected residual values and operating conditions of the asset.
ii) Impairment:
Determining whether property, plant and equipment and intangible assets are impaired requires an estimation of
the value in use of the relevant cash generating units. The value in use calculation is based on a Discounted Cash
Flow model over the estimated useful life of the underlying assets or cash generating units. Further, the cash flow
projections are based on estimates and assumptions relating to expected revenues, operational performance of the
assets, market prices of related products or services, inflation, terminal value etc. which are considered reasonable
by the management.
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iii) Taxes:
Significant judgements are involved in estimating budgeted profits for the purpose of paying advance tax,
determining the provision for income taxes, including amount expected to be paid/recovered for uncertain tax
positions. Significant management judgement is also required to determine the amount of deferred tax assets that
can be recognised, based upon the likely timing and the level of future taxable profits together with future tax
planning strategies, including estimates of temporary differences reversing on account of available benefits from
the tax laws applicable to respective entities.
When the fair values of financials assets and financial Liabilities recorded in the Balance Sheet cannot be measured
based on quoted prices in active markets, their fair value is measured using valuation techniques, including the
discounted cash flow model, which involve various judgements and assumptions.
The cost of the defined benefit plan and the present value of the obligation are determined using actuarial
valuations. An actuarial valuation involves making various assumptions that may differ from actual developments in
the future. These include the determination of the discount rate, future salary increases and mortality rates. Due to
the complexities involved in the valuation and its long-term nature, a defined benefit obligation is highly sensitive
to changes in these assumptions. All assumptions are reviewed at each reporting date.
The liability for asset retirement obligations are recognised when the Company has an obligation to perform site
restoration activity. The recognition and measurement of asset retirement obligations involves the use of estimates
and assumptions, viz. the timing of abandonment of site facilities which would depend upon the ultimate life of the
project, expected utilization of assets in other projects, the scope of abandonment activity and pre-tax rate applied
for discounting.
Any asset or liability is classified as current if it satisfies any of the following conditions :
iv) The asset/liability is expected to be realised/settled within twelve months after the reporting period;
v) The asset is cash or cash equivalent unless it is restricted from being exchanged or used to settle a liability for at
least twelve months after the reporting date;
vi) In the case of a liability, the Group does not have an unconditional right to defer settlement of the liability for at
least twelve months after the reporting date.
For the purpose of current/non-current classification of assets and Liabilities, the Group has ascertained its normal
operating cycle as twelve months. This is based on the nature of services and the time between the acquisition of assets
or inventories for processing and their realisation in cash and cash equivalents.
The financial statements are presented in Indian Rupee (INR), which is the functional and presentation currency for
the Group.
Foreign currency transactions are translated into the functional currency, for initial recognition, using the exchange
rates at the dates of the transactions.
All foreign currency denominated monetary assets and Liabilities are translated at the exchange rates on the
reporting date. Exchange differences arising on settlement or translation of monetary items are recognised in
statement of profit and loss except to the extent of exchange differences which are regarded as an adjustment
to interest costs on foreign currency borrowings that are directly attributable to the acquisition or construction
of qualifying assets which are capitalised as cost of assets. Additionally, all exchange gains or losses on foreign
currency borrowings taken prior to 1st April, 2016 which are related to the acquisition or construction of qualifying
assets are adjusted in the carrying cost of such assets. Non-monetary items that are measured in terms of historical
cost in a foreign currency are not retranslated.
On consolidation, the assets and Liabilities of foreign operations are translated at the exchange rate prevailing at the
reporting date and their statements of profit and loss are translated using average rate of exchange prevailing during
the year, which approximates to the exchange rate prevailing at the transaction date. All resulting exchange differences
arising on translation for consolidation are recognised in OCI. On disposal of a foreign operation, the component of OCI
relating to that particular foreign operation is reclassified / recognised in the statement of profit and loss.
c) Discontinued Operations
The Group classifies assets and operations as held for sale / distribution to owners or as discontinued operations
if their carrying amounts will be recovered principally through a sale / distribution rather than through continuing
use. Classification as a discontinued operations occurs upon disposal or when the operation meets the below criteria
whichever earlier.
A discontinued operation is a component of the Group's business, the operations of which can be clearly distinguished
from those of the rest of the Group and
i) is part of a single co-ordinated plan to dispose of a separate major line of business or geographical area of operations;
or
ii) is a subsidiary acquired exclusively with a view to resale.
Non-current assets held for sale / distribution to owners and discontinued operations are measured at the lower of their
carrying amount and the fair value less costs to sell / distribute. Assets and Liabilities classified as held for sale / distribution
are presented separately in the balance sheet. The results of discontinued operations are excluded from the overall results
of the Group and are presented separately in the statement of profit and loss. Also, the comparative statement of profit
and loss is re-presented as if the operations had been discontinued from the start of the comparative period.
Cash comprises cash on hand and demand deposit with banks. Cash equivalents are short-term balances (with an original
maturity of three months or less from the date of acquisition), highly liquid investments that are readily convertible into
known amounts of cash and which are subject to insignificant risk of changes in value.
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i) Property, Plant and Equipment, including Capital Work in Progress, are stated at cost of acquisition or construction
less accumulated depreciation and impairment losses, if any. Cost comprises the purchase price (net of tax credits,
wherever applicable), import duty and other non-refundable taxes or levies and any directly attributable cost of
bringing the asset to its working condition for its intended use. Borrowing cost relating to acquisition / construction
of Property, Plant and Equipment which takes substantial period of time to get ready for its intended use are also
included to the extent they relate to the period till such assets are ready to be put to use. The present value of the
expected cost for the decommissioning of an asset after its use is included in the cost of the respective asset if the
recognition criteria for a provision are met.
ii) Subsequent expenditure related to an item of Property, Plant and Equipment are included in its carrying amount or
recognised as a separate asset, as appropriate, only when it is probable that the future economic benefits associated
with the item will flow to the Group and the cost of the item can be measured reliably. All other expenses on existing
Property, Plant and equipment, including day-to-day repair and maintenance expenditure and cost of replacing
parts, are charged to the Statement of Profit and Loss for the period during which such expenses are incurred.
iii) Depreciation is provided using straight-line method as specified in Schedule II to the Companies Act, 2013 or based
on technical estimates by the management. Estimated useful life of assets are determined based on technical
parameters / assessments. Depreciation on assets acquired / disposed off during the year is provided on pro-rata
basis with reference to the date of addition / disposal. Leasehold land and Leasehold improvements are amortised
over the period of the lease.
iv) An item of property, plant and equipment is derecognised upon disposal or when no future economic benefits are
expected to arise from continued use of the asset. Any gain or loss arising on the disposal or retirement of property,
plant and equipment is determined as the difference between the sale proceeds and the carrying amount of the
assets and is recognised in the Statement of Profit and Loss.
Expenditure incurred prior to obtaining the right(s) to explore, develop and produce oil and gas are expensed off
in the year of incurrence to the extent of the efforts not successful. Expenditure incurred on the acquisition of
the license are initially capitalised on a license by license basis. Costs including indirect cost incurred for the block
are held, undepleted within “Capital Work in Progress” until the exploration phase relating to the license area is
complete or commercial oil & gas reserves have been discovered. Indirect costs are expensed off in the year of
incurrence.
Exploratory/appraisal drilling costs are initially capitalised within “Capital Work in Progress” on a block by block
basis until the success or otherwise of the block is established. The success or failure of each exploration/appraisal
effort is judged on a block basis.
Where results of seismic studies or exploration drilling indicate the presence of oil & gas reserves which are
ultimately not considered commercially recoverable and no additional exploratory activity is firmly planned, all
related costs are written off to the Statement of Profit and Loss in the year of cessation of the exploration activity.
Any payment made towards fulfilment of commitment under the Contracts from earlier periods continues to be
included under Exploration and Evaluation Assets at its carried value in accordance with Ind As 101.
Exploration and evaluation expenditure comprises cost that are directly attributable to :
Exploration expenditure relates to the initial search for mineral deposits with economic potential. Evaluation
expenditure arises from detailed assessment of deposits or other projects that have been identified as having
economic potential.
Exploration and evaluation expenditure is charged to Statement of Profit and Loss as incurred unless the directors
are confident of the project’s technical and commercial feasibility and it is probable that economic benefits will
flow to the Group, in which case expenditure may be capitalised.
Capitalised exploration and evaluation expenditure is treated as a tangible asset and is recorded at cost less
any accumulated impairment charges. No amortisation is charged during the exploration and evaluation phase as
the assets is not available for use.
f) Investment Property
i) Property which is held for long-term rental yields or for capital appreciation or both, is classified as Investment
Property. Investment properties are measured initially at cost, including transaction costs. Subsequent to initial
recognition, investment properties are stated at cost less accumulated depreciation and accumulated impairment
loss, if any.
ii) The Group depreciates investment properties over their estimated useful lives, which are determined based on
technical evaluation and management estimates.
iii) Investment properties are derecognised / transferred when they have been disposed off, have been used for own
purpose of the Company or when they have permanently withdrawn from use and no future economic benefit is
expected from their disposal. The difference between the net disposal proceeds and the carrying amount of the
asset is recognised in Statement of Profit and Loss in the period in which the property is derecognised.
g) Intangible Assets
i) Intangible assets are measured on initial recognition at cost and are subsequently carried at cost less any
accumulated amortisation and accumulated impairment losses, if any. Internally generated intangibles are not
capitalised.
ii) The intangible assets of the Group are assessed to be of finite lives and are amortised over the useful economic life
and assessed for impairment whenever there is an indication that the intangible asset may be impaired. The Group
reviews amortisation period on an annual basis.
Intangible assets are amortised on straight line basis over their estimated useful lives as follows:
iii) Gains or losses arising from derecognition of an intangible asset are measured as the difference between the net
disposal proceeds and the carrying amount of the asset and are recognised in the Statement of Profit and Loss
when the asset is derecognised.
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i) At the end of each reporting period, the group reviews the carrying amounts of non-financial assets, other than
inventories and deferred tax assets to determine whether there is any indication that those assets have suffered
an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to
determine the extent of the impairment loss (if any). When it is not possible to estimate the recoverable amount
of an individual asset, the group estimates the recoverable amount of the cash-generating unit to which the asset
belongs.Each CGU represents the smallest group of assets that generates cash inflows that are largely independent
of the cash inflows of other assets or CGUs. When a reasonable and consistent basis of allocation can be identified,
corporate assets are also allocated to individual cash-generating units, or otherwise they are allocated to the
smallest group of cash-generating units for which a reasonable and consistent allocation basis can be identified.
ii) Recoverable amount is the higher of fair value less costs of disposal and value in use. In assessing value in use, the
estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current
market assessments of the time value of money and the risks specific to the asset or CGU for which the estimates
of future cash flows have not been adjusted.
iii) If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount,
the carrying amount of the asset (or CGU) is reduced to its recoverable amount. An impairment loss is recognised
immediately in statement of profit and loss. Impairment loss recognised in respect of a CGU is allocated to reduce
the carrying amounts of the other assets of the CGU (or group of CGUs) on a pro rata basis.
iv) Assets (other than goodwill) for which impairment loss has been recognised in prior periods, the Company reviews
at each reporting date whether there is any indication that the loss has decreased or no longer exists. When an
impairment loss subsequently reverses, the carrying amount of the asset (or a cash-generating unit) is increased
to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the
carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-
generating unit) in prior years. A reversal of an impairment loss is recognised immediately in statement of profit and
loss.
i)
Service Concession Arrangements
Service Concession Arrangements (SCA) refers to an arrangement between the grantor (a public sector entity) and the
operator (a private sector entity) to provide services that give the public access to major economic and social facilities
utilising private sector funds and expertise.
With respect to SCA, revenue and costs are allocated between those relating to construction services and those relating
to operation and maintenance services, and accounted for separately. The infrastructure used in a concession are
classified as an intangible asset or a financial asset, depending on the nature of the payment entitlements under the
SCA. When the Company has an unconditional right to receive cash or another financial asset from or at the direction
of the grantor, such right is recognised as a financial asset and is subsequently measured at amortised cost. When
the demand risk is with the Group and it has right to charge the user for use of facility, the right is recognised as
an intangible asset and is subsequently measured at cost less accumulated amortisation and impairment losses. The
intangible assets are amortised over a period of service concession arrangements.
j) Government Grants
Government grants are recognised at their fair value where there is reasonable assurance that the grant will be received
and all attached conditions will be complied with.
When the grant relates to an expense item, it is deferred and recognised as income in the Statement of Profit and Loss
on a systematic basis over the periods necessary to match the related costs, which they are intended to compensate.
When the grant relates to an asset or a non-monetary item, it is recognised as deferred income under Liabilities and is
recognised as income in the Statement of Profit and Loss on a straight line basis over the expected useful life of the
related asset or a non-monetary item.
k) Financial Instruments
A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or equity
instrument of another entity.
Financial assets and financial Liabilities are initially measured at fair value. Transaction costs that are directly attributable
to the acquisition or issue of financial assets and financial Liabilities (other than financial assets and financial Liabilities
at fair value through profit or loss) are added to or deducted from the fair value of the financial assets or financial
Liabilities, as appropriate, on initial recognition. Transaction costs directly attributable to the acquisition of financial
assets or financial Liabilities at fair value through profit or loss are recognised immediately in Statement of Profit and
Loss.
An equity instrument is any contract that evidences a residual interest in the assets of an entity after deducting all of
its Liabilities. Equity instruments issued by a Group entity are recognised at the proceeds received, net of direct issue
costs.
A) Financial Assets
All financial assets, except investment in subsidiaries, associates and joint ventures are recognised initially at fair
value.
1) At amortised cost
A financial asset is measured at the amortised cost if both the following conditions are met :
(a) The asset is held within a business model whose objective is to hold assets for collecting contractual cash
flows, and
(b) Contractual terms of the asset give rise, on specified dates, to cash flows that are solely payments of
principal and interest (SPPI) on the principal amount outstanding.
This category is the most relevant to the Group. After initial measurement, such financial assets are
subsequently measured at amortised cost using the effective interest rate (EIR) method. Amortised cost
is calculated by taking into account any discount or premium on acquisition and fees or costs that are an
integral part of the EIR. The EIR amortisation is included in finance income in the Statement of Profit and
Loss. The losses arising from impairment are recognised in the profit or loss. This category generally applies
to trade and other receivables.
A financial asset is classified as at the FVTOCI if both of the following criteria are met:
(a) The objective of the business model is achieved both by collecting contractual cash flows and selling the
financial assets, and
(b) Contractual terms of the asset give rise on specified dates to cash flows that are solely payments of
principal and interest (SPPI) on the principal amount outstanding.
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Debt instruments included within the FVTOCI category are measured initially as well as at each reporting
date at fair value. Fair value movements are recognised in the other comprehensive income (OCI) and on
derecognition, cumulative gain or loss previously recognised in OCI is reclassified to Statement of Profit and
Loss. For equity instruments, the Group may make an irrevocable election to present subsequent changes in the
fair value in OCI. If the Group decides to classify an equity instrument as at FVTOCI, then all fair value changes
on the instrument, excluding dividends, are recognised in the OCI. There is no recycling of the amounts from
OCI to the Statement of Profit and Loss, even on sale of investment.
FVTPL is a residual category for debt instruments and default category for equity instruments. Financial assets
included within the FVTPL category are measured at fair value with all changes recognised in the Statement of
Profit and Loss.
In addition, the Group may elect to designate a debt instrument, which otherwise meets amortised cost
or FVTOCI criteria, as at FVTPL. However, such election is allowed only if doing so reduces or eliminates a
measurement or recognition inconsistency (referred to as ‘accounting mismatch’).
Derecognition
On derecognition of a financial asset, the difference between the asset’s carrying amount and the sum of
the consideration received and receivable and the cumulative gain or loss that had been recognised in other
comprehensive income and accumulated in equity is recognised in profit or loss if such gain or loss would have
otherwise been recognised in profit or loss on disposal of that financial asset.
The Group applies Expected Credit Loss (ECL) model for measurement and recognition of impairment loss on
the financial assets and credit risk exposure. The Group assesses on a forward looking basis the expected credit
losses associated with its receivables based on historical trends and past experience.
The Group follows ‘Simplified Approach’ for recognition of impairment loss allowance on all trade receivables
or contractual receivables. Under the simplified approach, the Group does not track changes in credit risk, but
it recognises impairment loss allowance based on lifetime ECLs at each reporting date, right from its initial
recognition. If credit risk has not increased significantly, 12 month ECL is used to provide for impairment loss.
However, if credit risk has increased significantly, lifetime ECL is used.
ECL is the difference between all contracted cash flows that are due to the Group in accordance with the
contract and all the cash flows that the Group expects to receive, discounted at the original EIR. ECL impairment
loss allowance (or reversal) recognised during the period is recognised as income / (expense) in the Statement
of Profit and Loss.
B) Financial Liabilities
Financial Liabilities are classified, at initial recognition as at amortised cost or fair value through profit or loss. The
measurement of financial Liabilities depends on their classification, as described below:
At amortised cost
This is the category most relevant to the Group. After initial recognition, financial Liabilities are subsequently
measured at amortised cost using the EIR method. Gains and losses are recognised in Statement of Profit and Loss
when the Liabilities are derecognised as well as through the EIR amortisation process. Amortised cost is calculated
by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the EIR.
The EIR amortisation is included as finance costs in the Statement of Profit and Loss.
Financial Liabilities at fair value through profit or loss include financial Liabilities held for trading and financial
Liabilities designated upon initial recognition as such. Subsequently, any changes in fair value are recognised in the
Statement of Profit and Loss.
A financial liability is derecognised when the obligation under the liability is discharged or cancelled or expires. The
difference in the respective carrying amounts is recognised in the Statement of Profit and Loss.
The Group uses derivative financial instruments such as forward and options currency contracts to hedge its
foreign currency risks. Such derivative financial instruments are initially recognised and subsequently measured at
fair value through profit or loss (FVTPL). Derivatives are carried as financial assets when the fair value is positive
and as financial Liabilities when the fair value is negative.
Any gains or losses arising from changes in the fair value of derivative financial instrument are recognised in the
Statement of Profit and Loss and reported with foreign exchange gains/(loss) not within results from operating
activities. Changes in fair value and gains/(losses) on settlement of foreign currency derivative financial instruments
relating to borrowings, which have not been designated as hedge are recorded as finance expense.
l)
Income Taxes
Income tax expense comprises current tax expense and the net change in the deferred tax asset or liability during the
year. Current and deferred taxes are recognised in Statement of Profit and Loss, except when they relate to items that
are recognised in other comprehensive income or directly in equity, in which case, the current and deferred tax are also
recognised in other comprehensive income or directly in equity, respectively.
Provision for current tax is measured at the amount of tax expected to be payable on the taxable income for
the year as determined in accordance with the provisions of the tax laws of the concerned jurisdiction. Current
income tax assets and Liabilities are measured at the amount expected to be recovered from or paid to the taxation
authorities.
Current tax assets and Liabilities are offset where the Group has a legally enforceable right to offset and intends
either to settle on a net basis, or to realise the asset and settle the liability simultaneously.
ii)
Deferred Tax
Deferred income tax is recognised using the Balance Sheet approach. Deferred income tax assets and Liabilities are
recognised for deductible and taxable temporary differences arising between the tax base of assets and Liabilities
and their carrying amount, except when the deferred income tax arises from the initial recognition of an asset or
liability in a transaction that is not a business combination and affects neither accounting nor taxable profit or loss
at the time of the transaction.
Deferred tax assets are recognised to the extent that it is probable that taxable profit will be available against
which the deductible temporary differences, and the carry forward of unused tax credits and unused tax losses can
be utilised. The carrying amount of unrecognised deferred tax assets are reviewed at each reporting date to assess
their realisability and corresponding adjustment is made to carrying values of deferred tax assets in the financial
statements.
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Adani Enterprises Limited
Deferred tax assets and Liabilities are measured at the tax rates that are expected to apply in the year when the
asset is realised or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively
enacted at the reporting date.
Deferred tax assets and Liabilities are offset where a legally enforceable right exists to offset current tax assets and
Liabilities and the deferred taxes relate to the same taxable entity and the same taxation authority.
Deferred tax includes MAT tax credit. The Group recognises tax credits in the nature of MAT credit as an asset only
to the extent that there is convincing evidence that the Group will pay normal income tax during the specified
period, i.e., the period for which tax credit is allowed to be carried forward. The Group reviews the such tax credit
asset at each reporting date to assess its recoverability.
m) Inventories
ii) Cost of inventories have been computed to include all costs of purchases, cost of conversion, all non refundable
duties & taxes and other costs incurred in bringing the inventories to their present location and condition.
iii) The basis of determining cost for various categories of inventories are as follows:
iv) Net realisable value is the estimated selling price in the ordinary course of business, less estimated cost of
completion and estimated cost necessary to make the sale. Necessary adjustment for shortage / excess stock is
given based on the available evidence and past experience of the Group.
Provisions are recognised for when the Group has at present, legal or contractual obligation as a result of past events,
only if it is probable that an outflow of resources embodying economic outgo or loss will be required and if the amount
involved can be measured reliably. If the effect of the time value of money is material, provisions are discounted using
a current pre-tax rate that reflects, when appropriate, the risks specific to the liability. When discounting is used, the
increase in the provision due to the passage of time is recognised as a finance cost.
Contingent Liabilities being a possible obligation as a result of past events, the existence of which will be confirmed
only by the occurrence or non occurrence of one or more future events not wholly in control of the Group are not
recognised in the accounts. The nature of such Liabilities and an estimate of its financial effect are disclosed in notes
to the financial statements.
Contingent assets are not recognised in the financial statements. the nature of such assets and an estimate of its
financial effect are disclosed in notes to the financial statements.
o) Revenue recognition
Effective 1st April, 2018, the Company has adopted Ind AS 115 ‘Revenue from Contracts with Customers’ using the
cumulative effect method. Accordingly, the standard is applied only to the contracts that were not completed as at 1st
April, 2018 and the comparative information in the statement of profit and loss is not restated. The impact of adoption
of the standard on the financial statements of the Company is insignificant.
(A) Revenue is recognised upon transfer of control of promised products or services to customers in an amount that
reflects the consideration which the Company expects to receive in exchange for those products or services. Revenue
is measured based on the transaction price, which is the consideration, adjusted for discounts and other incentives, if
any, as per contracts with the customers. Revenue also excludes taxes collected from customers.
The specific recognition criteria described below must also be met before revenue is recognised.
i) Sale of Goods
Revenue from the sale of goods is recognised when the significant risk and rewards of ownership of the goods have
been passed to the customer and there is no continuing effective control or managerial involvement with the goods,
and the amount of revenue can be measured reliably.
iv) Dividends
Revenue is recognised when the Group’s right to receive the payment is established, which is generally when
shareholders approve the dividend.
v) Interest Income
Interest income is accrued on a time basis, by reference to the principal outstanding and at the effective interest
rate applicable, which is the rate that exactly discounts estimated future cash receipts through the expected life of
the financial asset to that asset’s net carrying amount on initial recognition.
The Company recognises a contract asset corresponding to the revenue recognised when it has performed its obligation
under contract, but consideration is not due. The same is disclosed as “Unbilled Revenue” under Other Current Financial
Assets.
The Company recognises a contract liability when consideration is received or due from customer, but the Company
is yet to perform its obligations under the contract. The same is disclosed as “Advance from Customers” under Other
Current Liabilities.
p)
Employee Benefits
Employee benefits includes gratuity, compensated absences, contribution to provident fund, employees’ state insurance
and superannuation fund.
Employee benefits payable wholly within twelve months of rendering the services are classified as short term
employee benefits and recognised in the period in which the employee renders the related service.
Retirement benefits in the form of provident fund and superannuation fund are defined contribution schemes.
The Group has no obligation, other than the contribution payable to the provident fund. The Group recognises
contribution payable to the these funds as an expense, when an employee renders the related service.
217
Adani Enterprises Limited
The Group operates a defined benefit gratuity plan. The cost of providing benefits under the defined benefit
plan is determined based on actuarial valuation, carried out by an independent actuary, using the projected unit
credit method. The liability for gratuity is funded annually to a gratuity funds maintained with the Life Insurance
Corporation of India and SBI Life Insurance Company Limited.
Re-measurements gains and losses arising from experience adjustments and changes in actuarial assumptions are
recognised immediately in the balance sheet with a corresponding debit or credit to retained earnings through
other comprehensive income in the period in which they occur. Re-measurements are not reclassified to Statement
of Profit and Loss in subsequent periods. Net interest is calculated by applying the discount rate to the net balance
of defined benefit liability or asset.
The Group recognises the following changes in the net defined benefit obligation as an expense in the Statement
of Profit and Loss in the line item “Employee Benefits Expense”:
- Service cost including current service cost, past service cost, gains and losses on curtailments and non-routine
settlements; and
Other long term employee benefits comprise of compensated absences/leaves. The actuarial valuation is done as
per projected unit credit method. Remeasurements as a result of experience adjustments and changes in actuarial
assumptions are recognised in the Statement of Profit and Loss.
iv)
For the purpose of presentation of defined benefit plans and other long term benefits, the allocation between
current and non-current provisions has been made as determined by an actuary.
q)
Borrowing Costs
Borrowing costs directly attributable to the acquisition, construction or production of a qualifying asset that necessarily
takes a substantial period of time to get ready for its intended use or sale are capitalised as part of the cost of the asset.
Borrowing costs consist of interest and other costs that an entity incurs in connection with the borrowing of funds.
Borrowing costs also includes exchange differences arising from foreign currency borrowings to the extent they are
regarded as an adjustment to the borrowing costs. All other borrowing costs are recognised in Statement of Profit and
Loss in the period in which they are incurred.
r) Leases
A lease is classified at the inception date as a finance lease or an operating lease. Leases are classified as finance leases
whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessee. All other
leases are classified as operating leases.
Finance leases are capitalised at the commencement of the lease at the inception date fair value of the leased
property or, if lower, at the present value of the minimum lease payments. Lease payments are apportioned between
finance charges and reduction of the lease liability so as to achieve a constant rate of interest on the remaining
balance of the liability. Finance charges are recognised as finance costs in the Statement of Profit and Loss.
A leased asset is depreciated over the useful life of the asset. However, if there is no reasonable certainty that the
Group will obtain ownership by the end of the lease term, the asset is depreciated over the shorter of the estimated
useful life of the asset and the lease term.
Operating lease payments are recognised as an expense in the Statement of Profit and Loss on a straight-line basis
over the lease term.
Under finance leases, amounts due from lessees are recorded as receivables at the Group’s net investment in the
leases. Finance lease income is allocated to accounting periods so as to reflect a constant periodic rate of return
on the net investment outstanding in respect of the lease.
Assets subject to operating leases are included in fixed assets. Rental income from operating leases is recognised
in the Statement of Profit and Loss on a straight-line basis over the lease term. Costs including depreciation are
recognised as an expense in the Statement of Profit and Loss.
s)
Segment Accounting
Operating segments are reported in a manner consistent with the internal reporting to management. For management
purposes, the Group is organised into business units based on its products and services.
Operating results of the business units are monitored separately for the purpose of making decisions about resource
allocation and performance assessment. Segment performance is evaluated based on profit or loss and is measured
consistently with Statement of Profit and Loss in the financial statements.
During the year, the Company has internally reorganised the business segments to improve the focus on operating
revenue and management oversight for the profitability. Consequent to this reorganisation, reportable business
segments have also undergone change in line with requirements of Ind AS 108 ‘Operating Segments’.
Basic EPS is computed by dividing the profit or loss attributable to the equity shareholders of the Group by the weighted
average number of equity shares outstanding during the year. Diluted EPS is computed by adjusting the profit or loss
attributable to the ordinary equity shareholders and the weighted average number of equity shares, for the effects of
all dilutive potential equity shares.
Service Work in Progress is valued at lower of cost and net realisable value. Cost is determined based on Weighted
Average Cost Method.
Service Work In Progress represents closing inventory of Washed and Reject Coal, which is not owned by the Group
as per the terms of MDO contract. Hence, this represents work performed under contractual liability in bringing this
inventory to its present condition and location.
Net realisable value is the contract price as per the Mining Development and Operation (MDO) agreement , less the
estimated costs of completion and estimated costs necessary to make the sale.
v)
Overburden Cost Adjustment
Overburden removal expenses incurred during production stage are charged to revenue based on waste-to-ore ratio,
(commonly known as Stripping Ratio in the industry). This ratio is taken based on the current operational phase of
overall mining area. To the extent the current period ratio exceeds the expected Stripping Ratio of a phase, excess
overburden costs are deferred.
w) Expenditure
219
220
Notes forming part of the Consolidated Financial Statements
for the year ended 31st March, 2019
3 PROPERTY, PLANT & EQUIPMENTS & INTANGIBLE ASSETS
(H in Crores)
Particulars Property, Plant & Equipments
Freehold Leasehold Building- Building- Plant & Furniture Electrical Office Computer Vehicles Air Ship Railway Marine Wagons Total
Land Land Office Factory Machinery & Fixture Fittings Equipment Equipments Craft Tracks and Structures
Sidings
Adani Enterprises Limited
(H in Crores)
Particulars Intangible Assets
Computer Right of Intangible Mine Other Total
Software Use of Asset Development Intangible
Land under SCA Rights Assets
Year Ended 31st March 2018
Gross Carrying Value
Opening Gross Carrying Value 61.59 0.11 25.24 678.24 2,602.84 3,368.01
Addition during the year 9.95 - 0.89 6.51 - 17.35
Foreign Exchange Translation 0.02 - - - 24.52 24.54
Assets of Discontinued Operations (Refer note 38) (3.26) - - - - (3.26)
Deductions during the year 0.90 - 0.17 - - 1.07
Closing Gross Carrying Value 67.40 0.11 25.96 684.75 2,627.36 3,405.57
Accumulated Depreciation
Opening Accumulated Depreciation 31.39 0.10 1.02 47.64 0.02 80.17
Depreciation, Amortisation & Impairment during 12.51 0.01 0.90 24.37 - 37.79
the year
Foreign Exchange Translation 0.02 - - - - 0.02
Relating to Assets of Discontinued Operations (1.94) - - - - (1.94)
(Refer note 38)
Deductions during the year 0.92 - - - - 0.92
Closing Accumulated Depreciation 41.06 0.11 1.92 72.01 0.02 115.12
Net Carrying Value 26.34 - 24.04 612.74 2,627.34 3,290.45
Year Ended 31st March 2019
Gross Carrying Value
Opening Gross Carrying Value 67.40 0.11 25.96 684.75 2,627.36 3,405.58
Addition during the year 8.88 - - 8.57 - 17.45
Foreign Exchange Translation (0.02) - - - (53.81) (53.83)
Assets of Discontinued Operations (Refer note 38) (7.79) (0.11) - - - (7.90)
Deductions during the year 0.14 - 25.96 - - 26.10
Closing Gross Carrying Value 68.33 - - 693.32 2,573.55 3,335.20
Accumulated Depreciation
Opening Accumulated Depreciation 41.06 0.11 1.92 72.01 0.02 115.12
Depreciation, Amortisation & Impairment during 11.11 - 0.87 19.23 - 31.21
the year
Foreign Exchange Translation (0.02) - - - - (0.02)
Relating to Assets of Discontinued Operations (5.63) (0.11) - - - (5.74)
(Refer note 38)
Deductions during the year 0.86 - 2.79 - - 3.65
Closing Accumulated Depreciation 45.66 - - 91.24 0.02 136.92
Net Carrying Value 22.67 - - 602.08 2,573.53 3,198.28
221
Adani Enterprises Limited
(H in Crores)
Particulars Gross Block Accumulated Net Block Depreciation
As at Depreciation As at charge for the year
31st March, 2019 31st March, 2019
Land 11.22 - 11.22 -
Building
Office Building 29.93 1.98 27.95 0.50
Factory Building 2.97 0.47 2.50 0.12
Plant & Machinery 2.41 1.48 0.93 0.13
Vehicles 7.84 0.74 7.10 0.74
Total 54.37 4.67 49.70 1.49
31st March, 2018 62.79 4.00 58.79 1.09
The total future minimum lease rentals receivable at the Balance Sheet date is as under:
(H in Crores)
Particulars As at As at
31st March, 2019 31st March, 2018
For a period not later than one year 4.80 1.21
For a period later than one year and not later than five years 9.42 3.19
For a period later than five years 16.11 16.66
30.33 21.06
ii) Office buildings includes H 2.32 crores of unquoted shares (160 equity shares of A type and 1,280 equity shares of B
type of H 100 each fully paid-up) in Ruparelia Theatres Pvt. Ltd. By virtue of investment in shares, the Group is enjoying
rights in the leasehold land and H 1.44 crores, towards construction contribution and exclusive use of terrace and
allotted parking space.
iii) Land of H 1.24 crores and Buildings of H 1.68 crores are pending for registrations in the name of the Company.
4 CAPITAL WORK-IN-PROGRESS
(H in Crores)
Particulars As at As at
31st March, 2019 31st March, 2018
Capital Work-in-Progress 5,684.65 5,390.54
Capital inventories 80.27 135.33
5,764.92 5,525.87
a) Building of H 0.85 Crores (31st March, 2018 : H 0.85 Crores) which is in dispute and the matter is sub-judice.
b) Agricultural Land of H 0.45 Crores (31st March, 2018: H 0.45 Crores) recovered under settlement of debts, in which
certain formalities are yet to be executed.
c) The Group’s share in Jointly Controlled Assets is H 330.54 Crores (31st March, 2018 : H 280.16 Crores). Refer note 52 (a).
5 INVESTMENT PROPERTIES
(H in Crores)
Particulars As at As at
31st March, 2019 31st March, 2018
Gross Carrying Amount
Opening Gross Value 47.91 47.72
Additions / (Disposals) during the year - -
Reclassification to Property, Plant and Equipment (Refer note (b)) (16.90) -
Foreign Exchange Translation Differences 1.32 0.19
Balance as at the end of the year 32.33 47.91
Accumulated Depreciation
Opening Accumulated Depreciation 12.21 11.10
Depreciation during the year 0.54 1.05
Disposals during the year - -
Reclassification to Property, Plant and Equipment (Refer note (b)) (3.00) -
Foreign Exchange Translation Differences 0.56 0.06
Balance as at the end of the year 10.31 12.21
Net Carrying Amount 22.02 35.70
The fair value of the Group’s investment properties at the end of the year have been determined on the basis of valuation
carried out by the management based on the transacted prices near the end of the year in the location and category of
the properties being valued. The fair value measurement for all of the investment properties has been categorised as Level
2 fair value measurement. Total fair value of Investment Properties is H 29.92 Crores (31st March, 2018 : H 45.49 Crores).
b) During the year, one of the Subsidiary in the Group has initiated using the Office Building which were earlier designated as
investment property, for its own use. Accordingly, investment property has been reclassified and transferred to Property,
Plant and Equipment.
c) During the year, the Group carried out a review of the recoverable amount of investment properties. As a result, there
were no allowances for impairment required for these properties.
223
Adani Enterprises Limited
(H in Crores)
Particulars As at As at
31st March, 2019 31st March, 2018
(H in Crores)
Particulars As at As at
31st March, 2019 31st March, 2018
225
Adani Enterprises Limited
(H in Crores)
Particulars As at As at
31st March, 2019 31st March, 2018
Loans given 1,376.46 1,420.87
1,376.46 1,420.87
(for dues from the Related Parties, refer note 41)
(H in Crores)
Particulars As at As at
31st March, 2019 31st March, 2018
DEFERRED TAX LIABILITIES
Property, Plant & Equipments and Intangible Assets 442.53 590.95
Assets under Service Concession Arrangement (Refer note : 36(b) & 43) - 36.73
Present value of Lease Receivable 22.33 21.69
Other Items 37.98 38.19
Gross Deferred Tax Liabilities 502.84 687.57
Less : Deferred Tax Liabilities of Discontinued Operations (Refer note : 38) - 25.28
Gross Deferred Tax Liabilities (Continuing Operations) 502.84 662.28
(b) The gross movement in the deferred tax account for the year ended 31st March 2019 and 31st March 2018, are as
follows:
(H in Crores)
Particulars As at As at
31st March, 2019 31st March, 2018
Net Deferred Tax Assets at the beginning 227.68 409.70
Tax (Expenses) / Income recognised in:
Statement of Profit and Loss
Property, Plant & Equipments and Intangible Assets 21.09 (178.77)
Asset under Service Concession Arrangement 36.73 (3.11)
Present Value of Lease Receivable and Lease Liability (net) (5.81) 28.63
Employee Benefits Liability (1.68) 0.60
Unabsorbed Depreciation / Business Loss (67.20) 153.27
MAT Credit Entitlement 29.94 58.13
Others 9.07 2.75
Other Comprehensive Income
Employee Benefits Liability (0.10) 2.18
Net Deferred Tax (Assets) / Liability Pertaining to Discontinued 99.59 (245.70)
Operations
Net Deferred Tax Assets at the end 349.31 227.68
Note :
The movement in Deferred Tax Asset and Liability (net) in Profit and Loss account for the year ended on 31st March,
2019 is adjusted for discontinued operations of Renewable Power and Gas Sourcing and Distribution operations of the
Company which were demerged during the current year ended on 31st March, 2019. (Refer note : 38)
(c) This note presents the reconciliation of Income Tax charged as per the Tax Rate specified in Income Tax Act, 1961 & the
actual provision made in the Financial Statements as at 31st March, 2019 & 31st March, 2018 with breakup of differences
in Profit as per the Financial Statements & as per Income Tax Act, 1961.
227
Adani Enterprises Limited
11 INVENTORIES
(Valued at lower of cost and net realisable value)
(H in Crores)
Particulars As at As at
31st March, 2019 31st March, 2018
Raw Materials 80.09 193.89
Work In Progress 44.34 87.20
Finished / Traded Goods (Refer note a and b) 2,459.50 1,982.41
Stores and Spares 84.89 79.06
2,668.82 2,342.56
Notes :
(a) Includes Goods in Transit H 788.15 Crores (31st March 2018 : H 396.91 Crores)
(b) Includes land and related development cost of H 469.82 Crores (31st March, 2018 : H 469.77 Crores) for one of the
subsidiary company.
(c) For security / hypothecation, refer notes 21 and 25.
12 CURRENT INVESTMENTS
(H in Crores)
Particulars As at As at
31st March, 2019 31st March, 2018
I. Unquoted Investment in Mutual Funds (Measured at FVTPL)
1 336.186 (31st March, 2018 : 1,308.32) Units in Birla Sun Life Cash 0.01 0.03
Plus-Direct-Growth of H 100 each
2 Nil (31st March, 2018 : 745.319 ) Units in Reliance Liquidity Fund- - 0.20
Direct-Growth of H 1,000 each
3 Nil (31st March, 2018 : 1,89,805.72) Units in SBI Premier Liquid Fund- - 51.71
Direct-Growth of H 1,000 each
4 Nil (31st March, 2018 :11,200.55) Units in LIC Nomura Liquid Fund- - 2.50
Direct-Growth of H 1,000 each
5 Nil (31st March, 2018 : 3,256.297) Units in LIC Liquid Fund-Direct- - 1.03
Growth of H 1,000 each
6 6,08,445.71 (31st March, 2018 : 19,30,721.393) Units in SBI Savings 1.76 5.21
Fund - Regular - Growth of H 10 each
7 Nil (31st March, 2018 : 26,668.89) Units in Peerless Liquid Fund - - 5.10
Direct - Growth of H 1,000 each
8 Nil (31st March, 2018 : 28,885.899) Units in Indiabulls Liquid Fund - - 4.91
Direct - Growth of H 1,000 each
9 195.12 Units (31st March, 2018 : Nil ) Units of Edelweiss Liquid Fund- 0.05 -
Direct Plan Growth of H 1,000 each
II. Unquoted Investment in Bonds (measured at Amortised Cost)
1 10 (31st March, 2018 : 10) 11.80% LVB-Tier-II 2024 Bonds of Laxmi 1.00 1.00
Vilas Bank Ltd. of H10,00,000 each
2.82 71.69
Aggregate amount of Quoted Investments - -
Aggregate amount of Unquoted Investments 2.82 71.69
13 TRADE RECEIVABLES
(H in Crores)
Particulars As at As at
31st March, 2019 31st March, 2018
Unsecured, Considered good 14,178.40 12,098.77
Credit Impaired 67.00 105.25
14,245.40 12,204.02
Allowance for Credit Losses (67.00) (105.25)
14,178.40 12,098.77
Notes :
(a) For dues from the Related Parties, refer note 41
(b) For Security / Hypothecation, refer note 21 and 25.
229
Adani Enterprises Limited
16 CURRENT LOANS
(Unsecured, considered good)
(H in Crores)
Particulars As at As at
31st March, 2019 31st March, 2018
Loan to Employees 5.32 5.82
Loan to Others 2,233.45 4,139.95
2,238.77 4,145.77
(for dues from the Related Parties, refer note 41)
231
Adani Enterprises Limited
The Parent Company has only one class of Equity Shares having a par value of H 1/- per share and each holder of the
Equity Shares is entitled to one vote per share. The Parent Company declares and pays dividends in Indian Rupees. The
dividend proposed by the Board of Directors is subject to the approval of shareholders in the ensuing Annual General
Meeting, except in case of Interim Dividend.
In the event of liquidation of the Parent Company, the holders of the equity shares will be entitled to receive any of the
remaining assets of the company, after distribution of all preferential amounts. The distribution will be in proportion to
the number of shares held by the shareholders.
20 OTHER EQUITY
(H in Crores)
Particulars As at As at
31st March, 2019 31st March, 2018
20.1 General Reserve
Opening Balance 410.19 400.19
Add : Transfer from Retained Earnings 10.00 10.00
Total 420.19 410.19
20.2 Security Premium
Opening Balance 982.64 982.64
Add / (Less) Changes during the year - -
Total 982.64 982.64
20.3 Retained Earnings
Opening Balance 11,620.58 10,930.81
Add : Total Comprehensive Income for the year 716.89 752.30
Less : On account of schemes of arrangement (1,616.72) -
Less : Dividend on Equity Shares (including dividend distribution tax) (53.03) (52.95)
Less : Transfer to General Reserve (10.00) (10.00)
Less : Consolidation adjustments - 0.42
Add : Gain transferred on Sale of Equity Investments classified as ‘FVTOCI’ 201.57 -
Total 10,859.29 11,620.58
20.4 Capital Reserve on Consolidation
Opening Balance 74.88 74.88
Less : On account of schemes of arrangement (39.36) -
Total 35.52 74.88
Securities Premium
Securities premium is used to record the premium on issue of shares. The reserve can be utilised only for limited
purposes such as issuance of bonus shares in accordance with the provisions of the Companies Act, 2013.
Retained Earnings
Retained earnings are the profits that the Company has earned till date, less any transfers to general reserve, dividends
or other distributions paid to shareholders.
Amalgamation Reserve
Amalgamation reserve represents the surplus arised in the course of amalgamation of wholly owned subsidiary
companies in one of the joint venture company in India. The said reserve shall be treated as free reserve available for
distribution as per the scheme approved by Hon'ble Gujarat High Court.
233
Adani Enterprises Limited
Notes :
Above facilities are secured by :
(a)
(i) Hypothecation/Mortgage of respective immovable and movable assets both present and future by way of
charge (First/Second/Subservient) ranking pari-passu among the Banks/Financial Institutions by 9 entities of
the Group.
(ii) Pledge of equity shares of 1 subsidiary through execution of pledge agreement.
(b) Unsecured Loans from Financial Institution of H 0.85 Crores is repayable over a period of 2 years.
(c) The Inter Corporate Loans are long term In nature. The terms & conditions of the inter corporate loans and its
maturity are governed by respective agreements . The term period of these loans are renewable on mutual consent
of both the parties.
(d) The above borrowings carry interest rate ranging 2.75% to 11.85% p.a.
(e) The above notes are given in summarised general form for the sake of brevity. Detailed terms could be better
viewed, when referred from the respective financial statements.
(H in Crores)
Particulars For the Year ended For the Year ended
31st March, 2019 31st March, 2018
Opening Balance 6.51 6.03
Add : Additions during the year 0.48 0.48
Less : Settled / Transferred during the year (0.40) -
Closing Balance 6.59 6.51
235
Adani Enterprises Limited
Notes:
Secured by
(a) Hypothecation/Mortgage of respective immovable and movable assets both present and future by way of charge
(First/Second/Subservient) ranking pari-passu among the Banks/Financial Institutions by 8 entities of the Group.
(b) First pari passu charge on inventories, book debts. other receivables, materials purchased, assignment of Insurance
Policies under the facility.
(i) The facilities are secured by the margin money deposits and by hypothecation of current assets both present
& future by way of first charge ranking pari passu.
(ii) The above borrowings carry interest rate ranging 2.75% to 11.85% p.a.
(iii) The above notes are given in summarised general form for the sake of brevity. Detailed terms could be better
viewed, when referred from the respective financial statements.
26 TRADE PAYABLES
(H in Crores)
Particulars As at As at
31st March, 2019 31st March, 2018
Acceptances 1,743.63 317.73
Trade payables
- Total outstanding dues of micro and small enterprises 4.42 -
- Total outstanding dues of creditors other than micro and small 10,240.68 8,231.27
enterprises
11,988.73 8,549.00
(for dues to Related Parties, refer Note 41)
237
Adani Enterprises Limited
31 OTHER INCOME
(H in Crores)
Particulars For the year ended For the year ended
31st March, 2019 31st March, 2018
Interest Income :
- from Banks 37.84 30.96
- from Others 451.21 489.62
Dividend Income :
- Non Current Investments 2.75 4.37
- Current Investments 0.02 0.03
Gain on Sale of :
- Investments 26.54 16.74
- Property, Plant & Equipments 0.34 1.14
Other :
- Gain on Commodities Hedging - 6.33
- Gain on Foreign Exchange Variation (net) 27.13 19.54
- Liabilities no longer required written back 5.44 5.45
- Rent Income 6.90 4.05
- Sale of Scrap 4.78 3.02
- Miscellaneous Income 9.01 10.99
571.96 592.24
34 FINANCE COSTS
(H in Crores)
Particulars For the year ended For the year ended
31st March, 2019 31st March, 2018
Interest 1,347.29 1,019.95
Bank and Other Finance Charges 199.34 172.05
Net (Gain) / Loss on Foreign Currency Transactions and Translations 78.44 58.17
(considered as Finance Costs)
1,625.07 1,250.17
239
Adani Enterprises Limited
36 EXCEPTIONAL ITEMS
(H in Crores)
Particulars For the year ended For the year ended
31st March, 2019 31st March, 2018
Write off due to reversal of reimbursement claim (Note (a)) - (185.51)
Gain on disposal of Subsidiaries (net)
- Agri Logistics and Energy businesses (Note (b)) 510.26 -
- Others 27.56 2.02
Impairment of Non Current Assets (Note (c)) (670.80) (89.64)
Stamp duty expense (Note (d)) (25.00) -
(157.98) (273.13)
(a) During the year ended 31st March 2017, the Group had raised a reimbursement claim on customer for non-lifting
of contractual coal quantity and price escalation in mining business pursuant to favourable arbitration award.
Consolidated financial results of that year included impact of H 185.51 crores. During the previous year ended 31st
March 2018, the arbitration award has been reversed by the Hon’ble High Court of Rajasthan. Pursuant to this order,
the Group has written off this claim in the previous year.
(b) As decided in the board meeting dated 23rd February, 2019 and as subsequently approved by shareholders, the
Company has divested its investment in Agri Logistics and Thermal Energy entities in order to consolidate operations
within single business segment of Adani Group and bring in more focus on efficient operations. Accordingly, the
Company has completed sale of its investment in these entities on 28th March, 2019 and has recognised net gain
of H 510.26 crores . The gain is recognised after adjusting impairment of non-current assets of H 464.63 crores in
Energy business entities as per independent valuation reports.
(c) During the year ended 31st March, 2019, two subsidiaries at Australia have recognised impairment of non-current
assets of H 670.80 crores (31st March, 2018 : H89.64 Crores) due to continuous delay in regulatory approval process
and various legal challenges.
(d) During the year, Stamp duty of H 25 Crores was paid on account of Composite Scheme of Arrangement for the
demerger of Renewable Power Undertaking from the Company.
(b) The CSR activities of the Group are taken care by Adani Foundation, a Charitable Trust set up by the Adani Group,
where by the funds are allocated from the Group. The Charitable Trust carries out the CSR activities as specified in
Schedule VII of the Companies Act, 2013 on behalf of the Group.
(c) During the year the Group has contributed H 6.36 Crores as donations to such trust as a part of CSR expenditure and has
spend H 0.22 Crores on other charitable activities.
(H in Crores)
Particulars Amount Amount yet to be Total
Contributed Contributed
a) Construction / Acquisition of any assets - - -
b) On purpose other than (a) above 6.58 - 6.58
Total 6.58 - 6.58
38 DISCONTINUED OPERATIONS
The Scheme of Arrangement among Adani Enterprises Limited and Adani Green Energy Limited and their respective
shareholders and creditors became effective from its appointed date of 1st April, 2018. Also, the Scheme of Arrangement
among Adani Enterprises Limited, Adani Gas Limited and Adani Gas Holdings Limited and their respective shareholders and
creditors has become effective from its appointed date of 28th August, 2018. Accordingly, the results of Renewable Power and
Gas Sourcing and Distribution undertakings have been classified as Discontinued Operations in these financial statements.
The financial results of following Subsidiaries, Joint Venture and an Associate entities, being the part of Renewable
Power and Gas Sourcing and Distribution undertaking have been considered as part of Discontinued Operations :
Associate
1 Kodangal Solar Parks Pvt Ltd
The financial results of these Discontinued Operations for both the year are as follows :
(H in Crores)
Particulars For the year ended on For the year ended
31st March, 2019 31st March, 2018
Gas Renewable Total Gas Renewable Total
Sourcing and Power Sourcing and Power
Distribution Undertaking Distribution Undertaking
Undertaking Undertaking
Income
Revenue from Operations 677.75 - 677.75 1,457.63 1,042.04 2,499.67
Other Income 7.99 - 7.99 10.58 36.72 47.30
Total Income 685.74 - 685.74 1,468.21 1,078.76 2,546.97
Expenses
Cost of Material, Operating and 485.61 - 485.61 1,053.45 144.34 1,197.79
Other Expenses
Employee Benefit Expense 18.20 - 18.20 38.91 39.11 78.02
Finance Costs 12.27 - 12.27 55.84 542.80 598.64
Depreciation and Amortisation 26.68 - 26.68 61.01 542.99 604.00
Total Expenses 542.76 - 542.76 1,209.21 1,269.24 2,478.45
241
Adani Enterprises Limited
During the year ended 31st March, 2018, the assets and Liabilities of Renewable Power Undertaking were classifed as
those pertaining to Discontinued Operations and were disclosed as held for distribution to owners in the Balance Sheet.
The break-up of these assets and Liabilities as at 31st March, 2018 is as under.
(H in Crores)
Particulars As at
31st March, 2018
ASSETS :
I NON-CURRENT ASSETS
(a) Property, Plant & Equipment and Intangible Assets 9,128.70
(b) Capital Work-In-Progress 1,724.63
(c) Investments, Loans and Other Financial Assets 282.51
(d) Income Tax Assets (net) 7.42
(e) Deferred Tax Assets (net) 245.70
(f) Other Non-Current Assets 413.03
Total Non Current Assets (A) 11,801.99
II CURRENT ASSETS
(a) Inventories 22.46
(b) Investments 45.26
(c) Trade Receivables 657.59
(d) Cash & Cash Equivalents and Other Bank Balances 420.56
(e) Loans and Other Financial Assets 230.12
(f) Other Current Assets 196.27
Total Current Assets (B) 1,572.26
Assets held for distribution to Owners (A+B) 13,374.25
Since the Scheme of Arrangement of Gas Sourcing & Distribution Undertaking has become effective from 28th
August, 2018, assets and Liabilities of the same have already been transferred to Adani Gas Ltd. during the year ended
31st March, 2019.
Level-1 : Inputs are quoted prices (unadjusted) in active markets for identical assets or Liabilities.
Level-2 : Inputs are other than quoted prices included within Level-1 that are observable for the asset or liability, either
directly (i.e. as prices) or indirectly (i.e. derived from prices).
Level-3 : Inputs are not based on observable market data (unobservable inputs). Fair values are determined in whole or
in part using a valuation model based on the assumptions that are neither supported by prices from observable current
market transactions in the same instrument nor are they based on available market data.
The following tables summarises carrying amounts of financial instruments of continuing operations by their categories
and their levels in fair value hierarchy for each year end presented.
243
Adani Enterprises Limited
(H in Crores)
Particulars FVTPL FVTOCI Amortised Total
Level-2 Level-3 Level-1 Cost
Financial Assets
Investments 1.82 9.14 - 136.08 147.04
Trade Receivables - - - 14,178.40 14,178.40
Cash and Cash Equivalents - - - 973.88 973.88
Other Bank Balances - - - 735.40 735.40
Loans - - - 3,615.23 3,615.23
Other Financial Assets 6.57 - - 1,751.78 1758.35
Total 8.39 9.14 - 21,390.77 21,408.30
Financial Liabilities
Borrowings - - - 11,243.20 11,243.20
Trade Payables - - - 11,988.73 11,988.73
Other Financial Liabilities 162.83 - - 1,599.77 1762.60
Total 162.83 - - 24,831.70 24,994.53
(b) Carrying amounts of current financial assets and Liabilities as at the end of the each year presented approximate
the fair value because of their short term nature. Difference between carrying amounts and fair values of other
non-current financial assets and Liabilities subsequently measured at amortised cost is not significant in each of
the year presented.
The Group’s risk management activities are subject to the management direction and control under the framework of
Risk Management Policy as approved by the Board of Directors. The management ensures appropriate risk governance
framework for the Group through appropriate policies and procedures and that risks are identified, measured and
managed in accordance with the Group’s policies and risk objectives.
(i)
Market Risk
Market risk is the risk of loss of future earnings, fair value or future cash flows of a financial instrument, that may
result from adverse changes in interest rate and foreign currency exchange rates.
Since the Group operates internationally and portion of the business transacted are carried out in more than
one currency, it is exposed to currency risks through its transactions in foreign currency or where assets or
Liabilities are denominated in currency other than functional currency.
The Group evaluates exchange rate exposure arising from foreign currency transactions and follows established
risk management policies including the use of derivatives like foreign exchange forward and option contracts
to hedge exposure to foreign currency risks.
For open positions on outstanding foreign currency contracts and details on unhedged foreign currency
exposure, refer note 40.
Every percentage point depreciation / appreciation in the exchange rate between the Indian Rupee and the
U.S. Dollar, would have affected the Group’s profit from Continuing Operation for the year as follows:
(H in Crores)
Particulars For the year ended For the year ended
31st March, 2019 31st March, 2018
Impact on profit for the year 18.63 21.54
B.
Interest Risk :
The Group is exposed to changes in interest rates due to its financing, investing and cash management activities.
The risks arising from interest rate movements arise from borrowings with variable interest rates. The Group
manages its interest rate risk by having a balanced portfolio of fixed and variable rate loans and borrowings.
The Group’s risk management activities are subject to the management, direction and control of Central
Treasury Team of the Adani Group under the framework of Risk Management Policy for interest rate risk. The
Group’s central treasury team ensures appropriate financial risk governance framework through appropriate
policies and procedures and that financial risks are identified, measured and managed in accordance with the
Group’s policies and risk objectives.
For Group’s borrowings of continuing operations, the analysis is prepared assuming the amount of the liability
outstanding at the end of the reporting period was outstanding for the whole year. A 50 basis point increase or
decrease is used, which represents management’s assessment of the reasonably possible change in interest rate.
(H in Crores)
Particulars As at As at
31st March, 2019 31st March, 2018
Total Borrowings at the year end 11,243.20 17,636.69
245
Adani Enterprises Limited
(H in Crores)
Particulars For the year ended For the year ended
31st March, 2019 31st March, 2018
Impact on profit for the year 56.22 88.18
(ii)
Credit Risk
Credit risk refers to the risk that a counterparty or customer will default on its contractual obligations resulting in a
loss to the Group. Financial instruments that are subject to credit risk principally consist of Loans, Trade and Other
Receivables, Cash & Cash Equivalents, Investments and Other Financial Assets. The carrying amounts of financial
assets represent the maximum credit risk exposure.
Credit risk encompasses both, the direct risk of default and the risk of deterioration of creditworthiness as well as
concentration of risks. Credit risk is controlled by analysing credit limits and creditworthiness of counter parties
on continuous basis with appropriate approval mechanism for sanction of credit limits. Credit risk from balances
with banks, financial institutions and investments is managed by the Group’s treasury team in accordance with the
Company’s risk management policy. Cash and cash equivalents and Bank deposits are placed with banks having
good reputation, good past track record and high quality credit rating and also reviews their credit-worthiness on
an on-going basis.
Since the Group has a fairly diversified portfolio of receivables in terms of spread, no concentration risk is foreseen. A
significant portion of the Group’s receivables are due from public sector units (which are government undertakings)
and hence may not entail any credit risk.
(H in Crores)
Particulars As at As at
31st March, 2019 31st March, 2018
Opening Balance 105.25 41.67
Changes during the year (38.25) 63.58
Closing Balance 67.00 105.25
Liquidity risk refers the risk that the Group will encounter difficulty in meeting the obligations associated with its
financial Liabilities. The Group’s objective is to provide financial resources to meet its obligations when they are
due in a timely, cost effective and reliable manner without incurring unacceptable losses or risking damage to the
Group’s reputation. The Group monitors liquidity risk using cash flow forecasting models. These models consider the
maturity of its financial investments, committed funding and projected cash flows from operations.
(H in Crores)
Particulars Less than Between More than Total
1 year 1 to 5 years 5 years
Borrowings 8,250.98 2,127.44 864.78 11,243.20
Trade Payables 11,988.73 - - 11,988.73
Other Financial Liabilities 528.27 212.19 1,022.14 1,762.60
Total 20,767.98 2,339.63 1,886.92 24,994.53
(H in Crores)
Particulars Less than Between More than Total
1 year 1 to 5 years 5 years
Borrowings 13,401.74 3,502.62 732.33 17,636.69
Trade Payables 8,549.00 - - 8,549.00
Other Financial Liabilities 197.11 170.48 1,468.19 1,835.78
Total 22,147.85 3,673.10 2,200.52 28,021.47
For the purpose of the Group’s capital management (including discontinued operations), capital includes issued
capital and all other equity reserves attributable to the equity shareholders of the Group. The primary objective
of the Group when managing capital is to safeguard its ability to continue as a going concern and to maintain an
optimal capital structure so as to maximise shareholder value.
The Group monitors capital using gearing ratio, which is net debt (borrowings less cash and bank balances) divided
by total capital plus total debt.
(H in Crores)
Particulars As at As at
31st March, 2019 31st March, 2018
Total Borrowings (Refer notes 21, 25, 27 and 38) 11,243.20 27,064.58
Less : Cash and Bank Balances (Refer notes 14, 15 and 38) 1,709.28 2,304.82
Net Debt (A) 9,533.92 24,759.76
Total Equity (B) 15,143.71 15,867.03
Total Equity and Net Debt (C = A + B) 24,677.63 40,626.79
Gearing Ratio 39% 61%
Management monitors the return on capital, as well as the levels of dividends to equity shareholders. The Group
is not subject to any externally imposed capital requirements. No changes were made in the objectives, policies or
processes for managing capital during the years ended 31st March, 2019 and 31st March, 2018.
247
Adani Enterprises Limited
(a) The total outstanding foreign currency derivative contracts / options as at 31st March, 2019 in respect of various types
of derivative hedge instruments and nature of risk being hedged are as follows :
(Amount in Crores)
Particulars Currency As at 31st March, 2019 As at 31st March, 2018
Amount in Amount in Indian Amount in Amount in Indian
Foreign Currency Rupees Foreign Currency Rupees
Imports and Other USD 76.77 5,309.11 41.15 2,682.01
Payables
Foreign Currency USD 14.15 978.34 99.91 6,511.43
Loans and Interest
(b) Total foreign currency exposures not covered by derivative instruments or otherwise as at 31st March, 2019 are as under :
(Amount in Crores)
Particulars Currency As at 31st March, 2019 As at 31st March, 2018
Amount in Amount in Indian Amount in Amount in Indian
Foreign Currency Rupees Foreign Currency Rupees
Foreign Letter USD 14.75 1,019.71 21.28 1,386.96
of Credit/Buyers EUR 0.59 45.58 0.63 50.65
GBP * 0.28 * 0.12
Credit
Foreign Currency USD - - 1.29 84.06
Loan SGD - - 0.01 0.62
Other Payables USD 0.10 7.04 0.65 42.04
EUR * 0.29 * 0.18
JPY 0.01 0.01 - -
SGD * 0.24 - -
KRW 0.68 0.04 - -
GBP * * * *
Trade Payables USD 13.87 959.32 23.90 1,557.69
EUR 0.10 8.05 0.15 12.15
GBP * 0.01 0.01 0.82
SGD * 0.17 * 0.11
AUD 0.01 0.73 - -
CHF - - * 0.05
AED * 0.08 * 0.08
Trade Receivables USD 1.78 122.87 1.20 78.28
SGD 0.09 4.74 0.05 2.51
AUD 1.38 67.68 - -
EEFC Accounts / SGD 0.01 0.30 0.02 1.18
Cash & Cash
Equivalents
Other Receivables USD - - 0.01 0.56
(Amounts below 50,000/- denoted as *)
Notes :
1) The above disclosure includes exposure of discontinued operations of Renewables Business as at 31st March, 2018
as under :
- Outstanding foreign currency derivative contracts / options aggregating to H 4,501.81 Crores (USD 69.07
Crores)
41 Disclosure of transactions with Related Parties, as required by Ind AS 24 “Related Party Disclosures” has been set out
below. Related parties as defined under clause 9 of the Ind AS 24 have been identified on the basis of representations
made by the management and information available with the Group.
Notes:
a) Mr. Berjis Desai resigned as Director (Non-Executive & Independent Director) of the Company w.e.f. 26th June, 2018
due to his pre-occupation.
249
Adani Enterprises Limited
(F) Enterprises over which (A) or (D) above have significant influence :
1 Abott Point Port Holding Pte Ltd 39 Adani Transmission (India) Ltd.
2 Adani Abbot Point Termial Pty Ltd. 40 Adani Transmission (Rajasthan) Ltd.
3 Adani Electricity Mumbai Ltd. 41 Adani Transmission Ltd.
4 Adani Ennore Container Terminal Pvt. Ltd. 42 Adani Vizag Coal Terminal Pvt. Ltd.
5 Adani Estates Pvt Ltd. 43 Adani Vizhinjam Port Pvt Ltd.
6 Adani Foundation 44 Adani Warehousing Services Pvt. Ltd.
7 Adani Gas Ltd. (W.e.f 29th August, 2018) 45 Adani Wind Energy (Gujarat) Pvt. Ltd.
8 Adani Green Energy Ltd. 46 Barmer Power Transmission Service Ltd
9 Adani Green Energy (Tamilnadu) Ltd. 47 Belvedere Golf and Country Club Pvt. Ltd.
10 Adani Green Energy (UP) Ltd. 48 Chhattisgarh – WR Transmission Ltd.
11 Adani Green Energy Pte Ltd 49 Gujarat Adani Institute of Medical Science
12 Adani Green Energy US Pte Ltd 50 Hadoti Power Transmission Service Ltd
13 Adani Harbour Services Pvt Ltd. 51 Kamuthi Solar Power Ltd.
14 Adani Hazira Port Pvt. Ltd. 52 Karnavati Aviation Pvt. Ltd.
15 Adani Hospitals Mundra Pvt. Ltd. 53 Kodangal Solar Parks Pvt Ltd
16 Adani Infra (India) Ltd. 54 Maharashtra Eastern Grid Power Transmission Company Ltd.
17 Adani Infrastructure and Developers Pvt. Ltd. 55 Mahoba Solar (UP) Pvt Ltd
18 Adani Infrastructure Management Services Ltd. 56 Marine Infrastructure Developer Pvt. Ltd.
19 Adani Institute for Education and Research 57 MPSEZ Utilities Pvt. Ltd.
20 Adani International Terminal Pte Ltd 58 Mundra LPG Terminal Private Limited
21 Adani Kandla Bulk Terminal Pvt. Ltd. 59 Mundra Port Pty Ltd
22 Adani Kattupalli Port Pvt. Ltd. 60 North Karanpura Transco Ltd.
23 Adani Logistics Ltd. 61 Parampujya Solar Energy Pvt. Ltd.
24 Adani M2K Project LLP 62 Prayatna Developers Pvt. Ltd.
25 Adani Mundra SEZ Infrastructure Pvt. Ltd. 63 Ramnad Renewable Energy Ltd.
26 Adani Murmugao Port Terminal Pvt. Ltd. 64 Ramnad Solar Power Ltd.
27 Adani Petronet (Dahej) Port Pvt. Ltd. 65 Sarguja Rail Corridor Pvt. Ltd.
28 Adani Ports and Special Economic Zone Ltd. 66 Shanti Sagar International Dredging Pvt. Ltd
29 Adani Power (Jharkhand) Ltd. 67 Shantigram Estate Management Pvt Ltd.
30 Adani Power (Mundra) Ltd. 68 Shantikurpa Estate Pvt. Ltd.
31 Adani Power Ltd. 69 Sipat Transmission Ltd.
32 Adani Power Maharashtra Ltd. 70 Thar Power Transmission Service Ltd
33 Adani Power Rajasthan Ltd. 71 The Dhamra Port Company Ltd.
34 Adani Properties Pvt. Ltd. 72 Udupi Power Corporation Ltd.
35 Adani Renewable Energy Park Ltd. 73 Vishakha Industries
(W.e.f 9th August, 2018) 74 Wardha Solar (Maharashtra) Pvt. Ltd.
36 Adani Renewable Energy Park Rajasthan Ltd. 75 Indian Oil-Adani Gas Pvt Ltd
(W.e.f 9th August, 2018) (W.e.f 29th August, 2018)
37 Adani Township and Real Estate Company Pvt. Ltd.
38 Adani Tradeline LLP
251
Adani Enterprises Limited
(H in Crores)
Sr. Nature of Name of Related Party For the year ended For the year ended
No. Transaction 31st March, 2019 31st March, 2018
Udupi Power Corporation Ltd. 167.64 -
Adani Gas Ltd. 0.06 -
3 Rendering of Services Adani Hazira Port Pvt. Ltd. 2.81 1.85
(incl. reimbursement Adani Infra (India) Ltd. 2.13 2.07
of expenses) Adani Institute for Education and Research 0.32 0.60
Adani Kandla Bulk Terminal Pvt. Ltd. 0.52 0.40
Adani Logistics Ltd. 1.93 1.07
Adani Murmugao Port Terminal Pvt. Ltd. 0.31 0.26
Adani Petronet (Dahej) Port Pvt. Ltd. 1.43 1.09
Adani Ports and Special Economic Zone Ltd. 57.22 30.76
Adani Power Ltd. 8.09 -
Adani Power Maharashtra Ltd. 35.89 30.64
Adani Power Rajasthan Ltd. 14.45 12.69
Adani Transmission (India) Ltd. 2.22 0.39
The Dhamra Port Company Ltd. 2.45 1.83
Karnavati Aviation Pvt. Ltd. 0.10 0.21
Maharashtra Eastern Grid Power Transmission 12.68 7.82
Company Ltd.
MPSEZ Utilities Pvt. Ltd. 0.49 0.98
Udupi Power Corporation Ltd. 19.81 3.71
Adani Township and Real Estate Company 1.92 3.80
Pvt. Ltd.
Sarguja Rail Corridor Pvt. Ltd. 11.43 0.32
Adani Wilmar Ltd. 5.90 5.83
Adani Kattupalli Port Pvt. Ltd. 0.55 0.65
Adani Power (Mundra) Ltd. 42.95 70.26
Indianoil – Adani Gas Pvt. Ltd. 6.21 5.42
Carmichael Rail Network Trust 1.64 333.90
Adani Abbot Point Terminal Pty Ltd 11.66 7.10
Kodangal Solar Parks Pvt Ltd - 9.40
Adani Green Energy Ltd. 9.55 -
Shantigram Estate Management Pvt Ltd. 4.02 -
Adani Electricity Mumbai Ltd. 63.71 -
Marine Infrastructure Developer Pvt. Ltd. 0.11 -
Adani Vizhinjam Port Pvt Ltd. * -
Adani Elbit Advanced Systems India Ltd. 1.17 -
Thar Power Transmission Service Ltd 3.07 -
Barmer Power Transmission Service Ltd 3.42 -
Hadoti Power Transmission Service Ltd 4.31 -
Adani Green Energy Pte Ltd 1.51 -
Adani International Terminal Pte Ltd 5.02 -
Adani Gas Ltd. 5.55 -
4 Services Availed (incl. Adani Hazira Port Pvt. Ltd. 86.22 84.45
reimbursement of Adani Logistics Ltd. 7.52 73.71
expenses) Adani Murmugao Port Terminal Pvt. Ltd. 7.43 2.88
Adani Petronet (Dahej) Port Pvt. Ltd. # 185.24 75.64
(H in Crores)
Sr. Nature of Name of Related Party For the year ended For the year ended
No. Transaction 31st March, 2019 31st March, 2018
4 Services Availed (incl. Adani Ports and Special Economic Zone Ltd. # 99.72 71.22
reimbursement of Adani Properties Pvt. Ltd. - 0.61
expenses) Adani Power Rajasthan Ltd. - 0.08
Adani Power Ltd. - 1.33
Adani Hospitals Mundra Pvt. Ltd. 0.95 0.62
Adani Power Maharashtra Ltd. - 0.02
Adani Infra (India) Ltd. 31.56 32.68
MPSEZ Utilities Pvt. Ltd. 28.30 32.52
The Dhamra Port Company Ltd. 34.05 88.90
Karnavati Aviation Pvt. Ltd. 8.13 -
Shantilal Budhermal Adani Family Trust * *
Udupi Power Corporation Ltd. * 0.33
Adani Warehousing Services Pvt. Ltd. - 0.02
Adani Infrastructure and Developers Pvt. Ltd. 0.41 0.38
Adani Township and Real Estate Company 0.32 *
Pvt. Ltd.
Adani Wilmar Ltd. 0.04 0.09
Belvedere Golf and Country Club Pvt. Ltd. 1.68 0.04
Adani Power (Mundra) Ltd. 2.79 1.08
Adani Harbour Services Pvt Ltd. 1.51 0.44
Adani Institute for Education and Research 0.04 -
Adani Kandla Bulk Terminal Pvt. Ltd. 11.92 -
Adani Vizag Coal Terminal Pvt. Ltd. 2.45 -
Sarguja Rail Corridor Pvt. Ltd. 0.31 -
Adani Elbit Advanced Systems India Ltd. 0.09 -
Shantikrupa Estate Pvt. Ltd. 0.19 -
Carmichael Rail Network Trust 1.64 -
5 Interest Income Adani Infra (India) Ltd. 13.35 29.78
Adani Power Ltd. 56.08 64.50
Adani Power Maharashtra Ltd. - 40.65
Adani Power Rajasthan Ltd. - 32.17
Vishakha Industries 0.70 0.64
Adani Renewable Energy Park Rajasthan Ltd. - 0.25
Jhar Mining Infra Pvt. Ltd. 0.06 -
Adani Chendipada Mining Pvt. Ltd. 0.03 -
Adani Green Energy (UP) Ltd. 25.65 -
Parampujya Solar Energy Pvt. Ltd. 40.53 -
Prayatna Developers Pvt. Ltd. 5.76 -
Wardha Solar (Maharashtra) Pvt. Ltd. 31.20 -
Sarguja Rail Corridor Pvt. Ltd. 6.96 5.75
Adani Properties Pvt. Ltd. - 0.21
Kodangal Solar Parks Pvt Ltd 4.62 *
Adani Infrastructure and Developers Pvt. Ltd. 4.32 13.85
Adani Elbit Advanced Systems India Ltd. - 0.02
CSPGCL AEL Parsa Collieries Ltd. - 0.22
Adani Renewable Energy Park Ltd. 3.30 -
# Services availed from Adani Ports & Special Economic Zone Ltd. and Adani Petronet (Dahej) Port Pvt. Ltd. does not
include pass through transactions.
253
Adani Enterprises Limited
(H in Crores)
Sr. Nature of Name of Related Party For the year ended For the year ended
No. Transaction 31st March, 2019 31st March, 2018
6 Interest Expense Adani Ports and Special Economic Zone Ltd. 35.86 23.47
Adani Properties Pvt. Ltd. 4.36 61.46
Adani Infra (India) Ltd. 76.69 19.47
Adani Renewable Energy Park Rajasthan Ltd. 8.58 0.20
Adani Hazira Port Pvt. Ltd. 0.73 2.94
Adani Petronet (Dahej) Port Pvt. Ltd. 0.73 2.94
Adani Kandla Bulk Terminal Pvt. Ltd. 0.73 2.94
The Dhamra Port Company Ltd. - 2.94
Adani Power Ltd. - 0.03
Mahoba Solar (UP) Pvt Ltd 5.17 -
Prayatna Developers Pvt. Ltd. 1.73 -
Abott Point Port Holding Pte Ltd 46.14 -
Mundra Port Pty Ltd 3.55 -
Adani Gas Ltd. 31.21 -
7 Rent Income Adani Wilmar Ltd. 0.60 0.60
Adani Institute for Education and Research 0.47 0.46
Adani M2K Project LLP 1.09 0.34
Adani Kattupalli Port Pvt. Ltd. 0.15 -
8 Rent Expense Adani Petronet (Dahej) Port Pvt. Ltd. * 0.01
Adani Ports and Special Economic Zone Ltd. 9.15 30.43
Adani Properties Pvt. Ltd. 1.36 -
Adani Infrastructure and Developers Pvt. Ltd. 0.44 -
Adani Hazira Port Pvt. Ltd. - 2.82
Adani Power (Mundra) Ltd. * -
9 Donation Adani Foundation 6.36 5.46
Adani Institute for Education and Research - 3.00
10 Discount Received on Adani Power (Mundra) Ltd. 0.37 6.69
Prompt Payment of Bills
11 Short Term Benefits# Mr. Gautam S. Adani 2.11 2.02
Mr. Rajesh S. Adani 4.19 4.06
Mr. Pranav V. Adani 2.99 2.96
Mr. Ameet Desai - 8.08
Mr. Jatinkumar Jalundhwala 1.33 1.41
Mr. Vinay Prakash 15.40 3.12
Mr. Rajiv Nayar 0.44 5.11
Mr. Rakesh Shah 1.04 -
12 Commission to Non- Mr. Hemant Nerurkar 0.12 0.09
Executive Directors Mr. Berjis Desai 0.06 0.09
Mr. V Subramanian 0.12 0.12
Mrs. Vijaylaxmi Joshi 0.12 0.12
Mr. Narendra Mairpady 0.12 0.04
13 Directors Sitting Fees Mr. Hemant Nerurkar 0.06 0.03
Mr. Berjis Desai - *
Mr. Venkataraman Subramanian 0.07 0.04
Mrs. Vijaylaxmi Joshi 0.05 0.02
Mr. Narendra Mairpady 0.03 *
# Provision for Leave Encashment and Gratuity is provided in the books on the basis of actuarial valuation for the
Company as a whole and hence individual figures cannot be identified.
(H in Crores)
Sr. Nature of Name of Related Party For the year ended For the year ended
No. Transaction 31st March, 2019 31st March, 2018
14 Purchase of Assets Adani Power Maharashtra Ltd. - 0.30
Vishakha Industries 0.36 -
Adani Wilmar Ltd. 0.03 0.03
Adani Power Ltd. - 0.03
Adani Hazira Port Pvt. Ltd. - 0.43
MPSEZ Utilities Pvt. Ltd. - 0.52
Adani Power Rajasthan Ltd. - 1.02
Sarguja Rail Corridor Pvt. Ltd. 0.19 -
15 Sale of Assets Udupi Power Corporation Ltd. - 0.02
Adani Wilmar Ltd. 0.07 0.03
Adani Petronet (Dahej) Port Pvt. Ltd. - 0.01
Adani Power (Jharkhand) Ltd. 0.04 0.21
Adani Transmission (Rajasthan) Ltd. - 0.02
North Karanpura Transco Ltd. - 0.03
Adani Elbit Advanced Systems India Ltd. 2.29 -
Vishakha Industries 0.14 -
The Dhamra Port Company Ltd. 0.08 -
16 Borrowings (Loan Adani Ports and Special Economic Zone Ltd. - 3.27
Taken) Addition Adani Properties Pvt. Ltd. 21.91 1,058.53
Adani Infra (India) Ltd. 3,344.70 3,047.59
Adani Renewable Energy Park Rajasthan Ltd. 39.09 151.66
Adani Power Ltd. - 1.92
Mahoba Solar (UP) Pvt Ltd 75.00 -
Abott Point Port Holding Pte Ltd 250.84 -
Mundra Port Pty Ltd 118.57 10.76
Prayatna Developers Pvt. Ltd. 41.91 -
Adani Gas Ltd. 27.60 -
17 Borrowings (Loan Adani Ports and Special Economic Zone Ltd. - 3.27
Repaid) Reduction Adani Properties Pvt. Ltd. - 1,092.14
Adani Infra (India) Ltd. 3,287.26 2,228.26
Adani Renewable Energy Park Rajasthan Ltd. - 58.06
Adani Power Ltd. 0.03 1.92
Mahoba Solar (UP) Pvt Ltd 126.32 -
Abott Point Port Holding Pte Ltd 250.84 -
Prayatna Developers Pvt. Ltd. 56.09 -
Mundra Port Pty Ltd 51.78 10.76
Adani Gas Ltd. 933.91 -
18 Loans Given Adani Infra (India) Ltd. 1,145.28 4,719.66
Adani Power Ltd. 675.88 812.82
Adani Power Maharashtra Ltd. - 1,838.75
Adani Power Rajasthan Ltd. - 380.00
Adani Renewable Energy Park Rajasthan Ltd. - 2.98
Adani Infrastructure and Developers Pvt. Ltd. 296.39 129.88
CSPGCL AEL Parsa Collieries Ltd. - 0.51
255
Adani Enterprises Limited
(H in Crores)
Sr. Nature of Name of Related Party For the year ended For the year ended
No. Transaction 31st March, 2019 31st March, 2018
18 Loans Given Sarguja Rail Corridor Pvt. Ltd. 9.31 133.60
Adani Properties Pvt. Ltd. - 28.38
Vishakha Industries 0.70 0.60
Carmichael Rail Network Trust - 494.67
Kodangal Solar Parks Pvt Ltd - 1.07
Jhar Mining Infra Pvt. Ltd. 0.32 -
Adani Chendipada Mining Pvt. Ltd. 0.55 -
Adani Solar USA Inc 56.71 -
Abott Point Port Holding Pte Ltd 753.29 -
Adani Green Energy US Pte Ltd 2.07 -
Adani Renewable Energy Park Ltd. 4.46 -
19 Loans Received back Adani Infra (India) Ltd. 2,520.82 4,156.96
Adani Power Ltd. 995.66 1,587.00
Adani Renewable Energy Park Rajasthan Ltd. - 4.56
Adani Infrastructure and Developers Pvt. Ltd. 292.95 140.00
Sarguja Rail Corridor Pvt. Ltd. 62.67 110.98
Adani Power Maharashtra Ltd. - 1,838.75
Adani Power Rajasthan Ltd. - 380.00
Adani Properties Pvt. Ltd. - 28.38
Adani Elbit Advanced Systems India Ltd. - 0.50
Adani Mundra SEZ Infrastructure Pvt. Ltd. - 20.00
Carmichael Rail Network Trust 827.22 -
Adani Chendipada Mining Pvt. Ltd. 0.27 -
20 Sale or Redemption of Adani Logistics Ltd. 945.70 -
Investments Adani Power Ltd. 323.82 -
21 Advances/Deposit Adani Logistics Ltd. - 4.28
given Adani Abbot Point Terminal Pty Ltd - 229.50
Adani Electricity Mumbai Ltd. 0.70 -
22 Advances / Deposit Adani Infra (India) Ltd. - 29.49
Received Back Adani Electricity Mumbai Ltd. 0.70 -
23 Share Application Alpha Design Technologies Pvt Ltd. 75.00 -
Money Paid Indianoil – Adani Gas Pvt. Ltd. 22.50 -
24 Issue of Compulary Adani Tradeline LLP 450.00 -
Convertible
Debentures
25 Transfer-out of Adani Infra (India) Ltd. - 0.18
Employee Liabilities Adani Power Ltd. 0.13 *
Adani Ports and Special Economic Zone Ltd. 2.52 0.01
Adani Wilmar Ltd. 0.44 0.13
Adani Power (Jharkhand) Ltd. - *
Adani Petronet (Dahej) Port Pvt. Ltd. - 0.01
The Dhamra Port Company Ltd. - 0.01
Karnavati Aviation Pvt. Ltd. - 0.01
Maharashtra Eastern Grid Power Transmission 0.06 0.08
Company Ltd.
Adani Infrastructure and Developers Pvt. Ltd. - 0.01
(H in Crores)
Sr. Nature of Name of Related Party For the year ended For the year ended
No. Transaction 31st March, 2019 31st March, 2018
25 Transfer-out of Adani Power (Mundra) Ltd. - 1.60
Employee Liabilities Adani Power Maharashtra Ltd. 0.02 0.02
Adani Renewable Energy Park Rajasthan Ltd. - *
Adani Logistics Ltd. 0.06 -
Adani Wind Energy (Gujarat) Pvt. Ltd. * -
Adani Elbit Advanced Systems India Ltd. 0.01 -
Marine Infrastructure Developer Pvt. Ltd. * -
Adani Gas Ltd. 0.48 -
26 Transfer-in of Adani Ports and Special Economic Zone Ltd. 0.81 0.06
Employee Liabilities Adani Power Ltd. 0.06 -
Adani Wilmar Ltd. 0.13 0.16
Sarguja Rail Corridor Pvt. Ltd. 0.07 0.03
Adani Hazira Port Pvt. Ltd. - 0.03
Adani Infra (India) Ltd. 0.37 0.56
Adani Power Maharashtra Ltd. 0.20 0.02
Adani Power Rajasthan Ltd. 0.05 0.08
Adani Power (Mundra) Ltd. 0.03 0.02
Udupi Power Corporation Ltd. - *
Adani Green Energy (UP) Ltd. 0.08 -
Adani Green Energy (Tamilnadu) Ltd. 0.03 -
Adani Logistics Ltd. 0.27 -
The Dhamra Port Company Ltd. 0.01 -
Karnavati Aviation Pvt. Ltd. 0.02 -
Prayatna Developers Pvt. Ltd. * -
Wardha Solar (Maharashtra) Pvt. Ltd. 0.02 -
27 Purchase or Adani Elbit Advanced Systems India Ltd. 14.06 0.76
Subscription of Autotec Systems Pvt Ltd - 7.80
Investments Comprotech Engineering Pvt Ltd - 9.87
Kodangal Solar Parks Pvt Ltd - 1.51
Adani Global Resources Pte Ltd - 0.01
Adani Green Energy Pte Ltd - 0.01
Alpha Design Technologies Pvt Ltd. 100.00 -
Adani Solar USA Inc 0.03 -
Indianoil – Adani Gas Pvt. Ltd. 10.00 39.00
28 Transfer-out of Adani Infra (India) Ltd. 0.05 -
Employee Loans and Adani Ports and Special Economic Zone Ltd. 0.19 -
Advances Adani Power Ltd. - 0.01
Adani Power Maharashtra Ltd. 0.14 -
Udupi Power Corporation Ltd. 0.02 0.01
Adani Wilmar Ltd. 0.05 *
Karnavati Aviation Pvt. Ltd. 0.01 -
Adani Infrastructure and Developers Pvt. Ltd. 0.03 -
Adani Electricity Mumbai Ltd. 0.10 -
Adani Wind Energy (Gujarat) Pvt. Ltd. 0.01 -
Adani Green Energy Ltd. 0.38 -
Adani Green Energy (Tamilnadu) Ltd. * -
257
Adani Enterprises Limited
(H in Crores)
Sr. Nature of Name of Related Party For the year ended For the year ended
No. Transaction 31st March, 2019 31st March, 2018
Adani Logistics Ltd. 0.06 -
Adani Gas Ltd. * -
29 Transfer-in of Adani Ports and Special Economic Zone Ltd. 0.49 0.02
Employee Loans and Adani Power Rajasthan Ltd. 0.01 0.06
Advances Adani Power Maharashtra Ltd. 0.03 0.09
Adani Infra (India) Ltd. 0.18 0.52
Adani Power Ltd. * 0.21
Udupi Power Corporation Ltd. * 0.02
Maharashtra Eastern Grid Power Transmission 0.18 0.03
Company Ltd.
Adani Wilmar Ltd. 0.06 -
The Dhamra Port Company Ltd. * -
Karnavati Aviation Pvt. Ltd. * -
Sarguja Rail Corridor Pvt. Ltd. 0.04 -
Adani Kandla Bulk Terminal Pvt. Ltd. * -
Adani Green Energy (UP) Ltd. 0.01 -
Adani Green Energy Ltd. 0.04 -
Adani Power (Mundra) Ltd. 0.02 -
259
Adani Enterprises Limited
(H in Crores)
Sr. Nature of Closing Name of Related Party As at As at
No. Balance 31st March, 2019 31st March, 2018
37 Trade Receivables Mundra LPG Terminal Private Limited - 0.06
Shanti Sagar International Dredging Pvt. Ltd 2.40 0.27
Adani Renewable Energy Park Rajasthan Ltd. - *
Adani Green Energy (Tamilnadu) Ltd. 2.32 -
Parampujya Solar Energy Pvt. Ltd. 329.59 -
Prayatna Developers Pvt. Ltd. 12.66 -
Wardha Solar (Maharashtra) Pvt. Ltd. 160.63 -
Adani Green Energy Ltd. 439.77 -
Adani Green Energy (UP) Ltd. 380.63 -
Adani Elbit Advanced Systems India Ltd. 0.08 -
Shantigram Estate Management Pvt Ltd. 4.46 -
Adani Electricity Mumbai Ltd. 44.29 -
Marine Infrastructure Developer Pvt. Ltd. 0.09 -
Adani Estates Pvt Ltd. * -
Adani Infrastructure Management Services 0.46 -
Ltd.
Gujarat Adani Institute of Medical Science 0.08 -
Kodangal Solar Parks Pvt Ltd 4.62 91.53
Thar Power Transmission Service Ltd 3.32 -
Barmer Power Transmission Service Ltd 3.70 -
Hadoti Power Transmission Service Ltd 4.65 -
Adani Harbour Services Pvt Ltd. 11.61 -
Adani Green Energy Pte Ltd 6.51 -
Adani International Terminal Pte Ltd 2.37 -
Comprotech Engineering Pvt Ltd 0.29 -
Adani Gas Ltd. 3.87 -
38 Trade Payables Adani Hazira Port Pvt. Ltd. 39.66 78.33
(incl provisions) Adani Infra (India) Ltd. - 0.09
Adani Logistics Ltd. 1.55 41.39
Adani Petronet (Dahej) Port Pvt. Ltd. 52.71 52.50
Adani Power Ltd. 0.42 0.02
Adani Power Maharashtra Ltd. 278.05 *
Adani Power Rajasthan Ltd. 200.72 0.96
Adani Ports and Special Economic Zone Ltd. 156.67 127.50
Adani Transmission Ltd. * 0.01
The Dhamra Port Company Ltd. 14.49 52.04
Udupi Power Corporation Ltd. 20.16 0.31
Adani Wilmar Ltd. 0.67 68.86
MPSEZ Utilities Pvt. Ltd. 19.07 3.85
Adani Warehousing Services Pvt. Ltd. 0.10 0.10
Adani Kandla Bulk Terminal Pvt. Ltd. 3.02 -
Adani Hospitals Mundra Pvt. Ltd. 0.28 0.06
Mr. Rajesh S. Adani 1.00 1.00
Mr. Pranav V. Adani 1.00 1.00
Adani Infrastructure and Developers Pvt. Ltd. 0.98 0.77
Adani Township and Real Estate Company 1.06 0.73
Pvt. Ltd.
261
Adani Enterprises Limited
(H in Crores)
Sr. Nature of Closing Name of Related Party As at As at
No. Balance 31st March, 2019 31st March, 2018
38 Trade Payables Sarguja Rail Corridor Pvt. Ltd. 0.05 0.47
(incl provisions) Adani Murmugao Port Terminal Pvt. Ltd. 5.77 0.02
Belvedere Golf and Country Club Pvt. Ltd. 0.05 0.01
Adani Power (Mundra) Ltd. 211.39 15.20
Adani Institute for Education and Research - 0.03
Carmichael Rail Network Holding Pty Ltd. - *
Vishakha Industries Pvt. Ltd. - *
Adani Green Energy (UP) Ltd. 0.01 -
Adani Properties Pvt. Ltd. 1.47 -
Adani Vizag Coal Terminal Pvt. Ltd. 1.71 -
Karnavati Aviation Pvt. Ltd. 3.21 -
Adani Green Energy Ltd. 26.66 -
Adani Wind Energy (Gujarat) Pvt. Ltd. 0.01 -
Adani Electricity Mumbai Ltd. 0.07 -
Adani Gas Ltd. 0.60 -
39 Short Term Borrowings Adani Infra (India) Ltd. 293.18 819.34
Adani Renewable Energy Park Rajasthan Ltd. 109.89 102.55
Prayatna Developers Pvt. Ltd. 1.89 -
Adani Green Energy Pte Ltd 19.67 -
Mundra Port Pty Ltd 66.79 -
Adani Gas Ltd. 359.02 -
40 Long Term Borrowings Adani Properties Pvt. Ltd. 50.66 970.80
41 Other Current Financial Adani Infra (India) Ltd. - 8.78
Liabilities Adani Power Ltd. - 0.03
Adani Ports and Special Economic Zone Ltd. 52.50 57.06
Adani Harbour Services Pvt Ltd. - 0.09
Adani Renewable Energy Park Rajasthan Ltd. 0.09 0.09
Sarguja Rail Corridor Pvt. Ltd. 0.05 -
Adani Green Energy Ltd. 0.03 -
Adani Power Maharashtra Ltd. 0.14 -
Abott Point Port Holding Pte Ltd 45.05 -
Adani Properties Pvt. Ltd. - *
42 Guarantee & Collateral Adani Power Rajasthan Ltd. 1,086.53 1,135.09
Securities Adani Wilmar Ltd. 76.30 93.90
Sarguja Rail Corridor Pvt. Ltd. 485.02 400.00
Adani Green Energy Ltd. 2,270.10 -
Adani Power Ltd. 40.25 -
IndianOil – Adani Gas Pvt. Ltd. 36.52 3,317.46
Notes :
a). Transactions with Related Parties are shown net of taxes.
b). The Company’s material related party transactions and outstanding balances are with related parties with whom
the Company routinely enters into transactions in the ordinary course of business.
c). W.e.f. 1st April, 2018, due to demerger of Renewable Power Undertaking from the Company, Adani Green Energy Ltd
and its subsidiaries and joint venture got demerged. Till 31st March, 2018 all transactions and balances with these
entities were eliminated in the Consolidated Financial Statements and so they appear as Nil, while in the current
financial year, the same have been reported as Related Party Transactions.
42 SEGMENT REPORTING
Segments have been identified in line with Ind AS 108 “Operating Segments”, taking into account the Group structure
as well as different risk and returns of these segments.
(ii)
Secondary Segment
Two secondary segments have been identified based on the Geographical Locations of Customers : (a) Within India (b)
Outside India.
During the year, the Company has internally reorganised the business segments to improve the focus on operating
revenue and management oversight for the profitability. Consequent to this reorganisation, reportable business
segments have also undergone change in line with requirements of Ind AS 108 ‘Operating Segments’. Previous year
comparative have been restated due to this change in reportable business segments.
(H in Crores)
Particulars Integrated Mining Others Inter Total
Coal Segment
Management Elimination
Revenue from Operations 31,443.74 2,179.38 8,686.91 (1,931.37) 40,378.66
28,643.84 1,323.87 10,805.13 (4,848.92) 35,923.92
Profit Before Finance Costs, Tax 743.98 725.47 109.58 - 1,579.03
Expense & Other Income 1,103.77 263.77 2.74 - 1,370.28
Other Income 571.96
592.24
Finance Cost 1,625.07
1,250.17
Net Profit Before Tax & Exceptional 525.92
Items (Net) 712.35
Exceptional Items (Net) (157.98)
(273.13)
Tax Expenses 144.54
112.11
Share of Profit of Joint Ventures & 191.73
Associates 219.48
Net Profit for the Year from 415.13
Continuing Operations 546.59
Net Profit from Discontinued 90.78
Operations (Note 38) 47.61
Net Profit for the Year 505.91
594.20
263
Adani Enterprises Limited
Other Information
(H in Crores)
Particulars Integrated Mining Others Unallocable Total
Coal
Management
Segment Assets 12,677.91 11,679.54 10,500.12 7,549.98 42,407.55
12,754.58 9,910.47 9,629.80 9,599.13 41,893.98
Segment Liabilities 10,115.90 1,404.65 4,420.87 11,322.42 27,263.84
7,075.01 1,401.19 3,071.50 18,216.14 29,763.84
Segment Assets of Discontinued -
Operations (Note 38) 14,600.73
Segment Liabilities of Discontinued -
Operations (Note 38) 10,863.84
Investment in Equity Accounted - - - 1,364.31 1,364.31
Associates & Joint Ventures (not - - - 1,182.47 1,182.47
included in Segment Assets above)
Capital Expenditure incurred during 17.58 1,016.77 937.65 - 1,972.00
the year (net) 7.70 188.33 697.75 - 893.79
(H in Crores)
Particulars Operating Revenue
Within India Outside India Total
Operating Revenue from Continuing Operations 28,023.89 12,354.77 40,378.66
24,035.96 11,887.96 35,923.92
Operating Revenue from Discontinued Operations 677.75 - 677.75
2,499.67 - 2,499.67
43 The Consolidated results for the year ended 31st March 2019 are not comparable with that of the previous year, due to
following:
a Investment in Subsidiaries, Step-down Subsidiaries, Joint Ventures & Associates during the year :
265
Adani Enterprises Limited
b Divestment / Liquidation of Subsidiaries and Joint Venture during the year : (contd...)
44 The Group has determined the recoverable amounts of its Cash Generating Units (CGU) under Ind AS 36, Impairment of
Assets on the basis of their value in use by estimating future cash inflows over the estimated useful life of the respective
CGU. Further, the cash flow projections are based on estimates and assumptions relating to contracted market rates,
operational performance of the CGU, market prices of inputs, exchange variations, inflation, terminal value etc. which
are considered reasonable by the management.
On a careful evaluation of the aforesaid factors, the management of the Group has concluded that the recoverable
amounts of the CGU are higher than their carrying amounts as at 31st March, 2019 in most of the cases. However, if this
estimates and assumption change in future, there could be corresponding impact on the recoverable amounts of the
CGU. The Group provides for impairment loss in cases where recoverable amounts are less than the carrying values.
During the year, subsidiary companies Adani Mining Pty Ltd and Adani Rugby Run Trust at Australia have recognised
impairment of its Capital Work-in-Progress due to continuous delay in regulatory approval process and various legal
challenges . The Company has evaluated fair value less cost of disposal of the project considering the various factors into
consideration viz, long term coal prices, discount rates, exchange rate fluctuations, timing of development of project, per
unit realisation from power sales. Having assessed the cumulative carrying amount of the CGU exceeded its fair value less
cost of disposal, the subsidiaries have recognised total impairment provision of H 670.80 Crores during the year.
45 An appeal was filed before National Green Tribunal (NGT), New Delhi against Grant of Forest Clearance to RVUNL for
Parsa East and Kente Basin (PEKB) Coal Block. NGT vide its order dated 24th March, 2014 set aside the Forest Clearance
and remanded back the case to MoEF.
Against the order of NGT, RVUNL had filed appeal before Supreme Court of India, which stayed the direction of NGT on
28th April, 2014 vide its order as follows, “We stay the direction in the impugned order that all works commenced by the
appellant pursuant to the order dated 28th March, 2012 passed by the state of Chhattisgarh under section 2 of the Forest
Conservation Act, 1980 shall stand suspended till further orders are passed by the Ministry of Environment and Forests”.
This appeal filed by RVUNL before Supreme Court of India is pending for adjudication.
46 On 31st October 2016, subsidiary company Adani Mining Pty Ltd entered into a Deed of Novation (Deed) with Adani
Abbot Point Terminal Pty Ltd (AAPT) and Queensland Coal Pty Ltd (QCPL), whereby QCPL agreed to assign its port
capacity under a user agreement with AAPT to the subsidiary company for a consideration of H 676.48 Crores (AUD
138 million) (plus GST). The total consideration received from QCPL in exchange for the subsidiary company assuming
QCPL’s obligation to AAPT under its user agreement has been disclosed under Other Non-Current Financial Liabilities as
‘Deferred Reimbursement of Costs’.
In a separate arrangement with AAPT, the subsidiary company agreed to make a payment of H 676.48 Crores (AUD 138
million) as a security deposit towards the performance of its obligation under the user agreement. As at the balance
sheet date, the subsidiary company has fully paid H 676.48 Crores (AUD 138 million) as security deposit to AAPT and the
same has been disclosed under Other Non-Current Financial Assets as a part of ‘Security Deposit’.
The cost of construction of the project is finalised as H 1140 Crores as at the bid date. Bid project cost is inclusive of the
cost of construction, interest during construction, working capital, physical contingency and all other costs, expenses
and charges for and in respect of the construction of the project.
(b) Some subsidiary companies of the Group had entered into Service Concession Arrangements with State and Central
Government Authorities of India to construct and operate an integrated facility for storage of food grains for 30 years.
As per the arrangements entered, the Group was required to Design, Built, Finance, Operate and Transfer (DBFOT) the
Grain Storage Silos for the total capacity of 3.75 Lakhs MT. Each Service Concession arrangement had salient features
with respect to reservation capacity, guaranteed or unguaranteed revenue from government authorities, normative
availability of silos etc. These subsidiaries have been sold off during the year and accordingly assets and Liabilities of
these entities have been deconsolidated during the current year.
267
Adani Enterprises Limited
On 10th August 2010, as part of subsidiary company Adani Mining Pty Ltd’s (AMPty) acquisition of EPC 1690 (the
“burdened tenement”), AMPty entered into an Overriding Royalty Deed (“the Deed”) with Linc Energy Limited (“Linc”).
Inter alia, the Deed requires AMPty to pay Linc AUD 2.00 per tonne (CPI adjusted) for all tonnes of coal extracted
from the burdened tenement, with the exception of the first 400,000 tonnes mined in any one production year.
Under the Deed, there is no minimum royalty payable to Linc and the royalty only becomes payable as and when
coal is dispatched from the burdened tenement. The Royalty is payable for a period of 20 years from the production
date. During the year ended 31st March 2016, the Deed was assigned by Linc to Carmichael Rail Network Pty Ltd as
trustee for Carmichael Rail Network Trust.
On 29th November 2011, AMPty entered into a Royalty Deed (''the Deed'') with Mineralogy Pty Ltd (''MPL'') pursuant
to entry of EPC 1080 Eastern Area deed. Inter alia, the Deed requires AMPty to pay 'MPL' AUD 2 per tonne for
all tonnes of coal mined from the eastern area of EPC 1080 (as defined in the Deed). The royalty amount will be
reduced by AUD 0.50 per tonne if paid within 14 business day after the end of each quarter.
49 Disclosure as required by Ind AS 17 “Leases” as specified in the Companies (Accounting Standard) Rules 2015 (as
amended) are given below :
(a) The Group’s significant leasing arrangements are in respect of godowns / residential / office premises (Including
furniture and fittings therein, as applicable). The aggregate lease rental payable is charged to Consolidated
Statement of Profit and Loss as "Rent & Infrastructure Usage Charges" in Note 35.
(b) The leasing arrangements, which are cancellable at any time on month to month basis are usually renewable by
mutual consent on mutually agreeable terms. Under these arrangements, generally interest free refundable deposits
have been given.
(c) Disclosure in respect of the leasing arrangements, which are non-cancellable, and for a period of 5 years or more are
as under :
(H in Crores)
Particulars As at As at
31st March, 2019 31st March, 2018
Total of future minimum lease payments under non-cancellable
operating lease for each of the following periods :
Not later than one year 14.47 16.88
Later than one year and not later than five years 15.30 20.89
Later than five years 36.02 37.91
(d) Rent & Infrastructure usage charges recognised in the Consolidated statement of Profit and Loss for the year is H
26.94 Crores (31st March, 2018 : H 19.91 Crores)
269
Adani Enterprises Limited
51 During the year one of the subsidiary of the Company 'Mundra Solar PV Ltd' has reviewed the estimated useful life of its
Plant and Machinery in accordance with Para 51 of Ind AS 16. Accordingly it has revised the method of depreciation from
Written Down Value method to Straight Line Method and useful life of its assets from 10 years to 15 years prospectively
with effect from 1st April, 2018. Consequently, the depreciation for the year ended on 31st March, 2019 is lower by H
259.05 crores due to change in these estimates.
The management believes that the above changes will better represent the economic benefits expected to accrue to
the Group from use of its assets.
52 As required by Ind AS 31 "Financial Reporting of Interests in Joint Venture", the disclosures relating to the Joint Ventures
are as follows:
(i) The Group jointly with other parties to the joint venture, have been awarded two onshore oil & gas blocks at Palej
and Assam by Government of India through NELP-VI bidding round. Also it has entered into Production Sharing
Contracts (PSC) with Ministry of Petroleum and Natural Gas for exploration of oil and gas in the aforesaid blocks.
Naftogaz India Pvt. Ltd.(NIPL) being one of the parties to consortium was appointed as operator of the blocks
vide Joint Operating Agreements (JOAs) entered into between parties to consortium. The expenditures related to
the activities in the blocks were incurred by Adani Group, Welspun Group or through its subsidiary Adani Welspun
Exploration Ltd.
Government of India has issued a notice intimating the termination of the Production Sharing Contracts (PSCs) in
respect of the Assam and Palej blocks purportedly due to misrepresentation made by the operator of the blocks -
NIPL. The Company has contested the termination and in accordance with the provisions of the PSC has urged the
Government to allow it to continue the activities in Palej block.
The financial statements of the Group reflect its share of Assets and Liabilities of the jointly controlled assets which
are accounted on a line to line basis with similar items in the Group's accounts to the extent of participating interest
of the Group as per the various joint venture agreements, in compliance of Ind AS 31. The summary of the Group's
share in Assets & Liabilities of unincorporated joint ventures are as follow:
(H in Crores)
Particulars CB-ONN-2004/5-Palej
As at As at
31st March, 2019 31st March, 2018
Property, Plant & Equipment 0.08 0.08
Capital Work in Progress 96.23 94.97
Intangible Assets 0.69 0.69
Cash & Cash Equivalents * *
Other Non-Current Assets 0.02 0.02
97.02 95.76
Capital Contributions 94.43 93.17
Other Current Liabilities 2.59 2.59
97.02 95.76
(Amounts below H 50,000/- denoted as *)
(ii) One of the group company is having a portfolio of four offshore blocks, wherein the Group is operator in two blocks,
and in the balance it is acting as a non operator.
(iii) One of the subsidiary company has entered into Joint Venture Agreement in the nature of Production Sharing
Contracts (PSC) with the Government of India, Oil & Natural Gas Corporation Ltd (ONGC), Indian Oil Corporation
Ltd (IOCL) and Gujarat State Petroleum Corporation Ltd (GSPCL) for two offshore blocks GK-OSN-2009/1 & GK-
OSN-2009/2 located in Gulf of Kutch. The PSC for the blocks were signed on August 5, 2010. The company holds
20% participating interest in Block GK-OSN-2009/1 (25% for Appraisal Phase after exit of GSPC from Appraisal
phase) and 30% participating interest in Block GK-OSN-2009/2.
The Group company's share of the Assets and Liabilities of the Jointly Controlled Assets for the year ended 31st
March, 2019 are as follows :
(H in Crores)
Particulars GK-OSN-2009/1 GK-OSN-2009/2
As at As at As at As at
31st March, 31st March, 31st March, 31st March,
2019 2018 2019 2018
Current Assets 0.03 0.03 0.08 0.08
Current Liabilities (0.09) - * -
Exploratory Work In Progress 115.16 66.91 119.15 118.28
(Amounts below H 50,000/- denoted as *)
Directorate General of Hydrocarbons has notified hydrocarbon discoveries in respect of both the Kutchh blocks, viz.
GK-OSN-2009/1 & GK-OSN-2009/2. Based on the technical evaluation of the block prospectivities, the Company
has decided to stand out of the drilling of the appraisal well in block GK-OSN-2009/2, whereas it participated in the
appraisal drilling in the block GK-OSN-2009/1. The well NFA#1, encountered encouraging results based on which
the operator ONGC has submitted Declaration of Commerciality proposal to the MoPNG/DGH.
All the JV related expenditure has been shown under "Capital Work In Progress'' and in the case of an oil or gas
discovery, the same will be allocated / transferred to the producing property.
(iv) The first exploratory phase of Mumbai Block i.e. : MB-OSN-2005/2, after considering the extension period as granted
by the Directorate General of Hydrocarbons was expired on 29th April,2015. The Group has already exercised its
option for entering into Exploration Phase II vide its letter dated 27th April, 2015. DGH has communicated to the
Company that the amount of cost of unfinished work program liability as determined by MoPNG, which the Group
has paid in full during the year. Post payment, the Company is actively pursuing formal approval from MoPNG for
entry into exploration phase II.
271
Adani Enterprises Limited
The Group has made investment in below mentioned Joint Venture and Associate entities and are consolidated under
equity method of accounting. These entities are in the nature of closely held entities and are not listed on any public
exchange. The following tables provides summarised financial information about these entities:
Name of Joint Venture / Associate Country of Relationship Percentage Ownership
Incorporation 31-Mar-19 31-Mar-18
Adani Wilmar Ltd (Consolidated) India Joint Venture 50% 50%
Adani Wilmar Pte Ltd (Consolidated) Singapore Joint Venture 50% 50%
Indian Oil-Adani Gas Pvt Ltd India Joint Venture - 50%
Adani Renewable Energy Park Rajasthan Ltd India Joint Venture - 25.50%
Adani-Elbit Advanced Systems India Ltd India Joint Venture 51% 51%
GSPC LNG Ltd India Associate 14.49% 31.17%
Vishakha Industries Pvt. Ltd India Associate 50% 50%
CSPGCL AEL Parsa Collieries Ltd India Associate 49% 49%
Kodangal Solar Parks Pvt Ltd India Associate - 23.12%
Adani Global Resouces Pte Ltd Singapore Joint Venture 50% 50%
Carmichael Rail Network Holdings Pty Ltd Australia Joint Venture 50% 50%
Carmichael Rail Network Pty Ltd Australia Joint Venture 50% 50%
Carmichael Rail Network Trust Australia Joint Venture 50% 50%
Carmichael Rail Asset Holdings Trust Australia Joint Venture 50% 50%
Autotec Systems Pvt Ltd India Associate 26% 26%
Comprotech Engineering Pvt Ltd India Associate 26% 26%
Adani Green Energy Pte Ltd Singapore Joint Venture - 51%
Adani Chendipada Mining Pvt Ltd India Joint Venture 49% -
Jhar Mining Infra Pvt Ltd India Joint Venture 51% -
Alpha Design Technologies Pvt Ltd India Associate 26% -
(Consolidated)
Adani Solar USA Inc USA Associate 49% -
Adani Solar USA LLC USA Associate 49% -
Midland Solar LLC USA Associate 49% -
Hartsel Solar LLC USA Associate 49% -
Sigurd Solar LLC USA Associate 49% -
Oakwood Construction Services Inc USA Associate 49% -
Adani Finance LLC USA Associate 49% -
Oakstream Holdings Inc USA Associate 49% -
(H in Crores)
Particulars Adani Wilmar Ltd. Adani Wilmar Pte Indian Oil-Adani Gas Adani Renewable Adani-Elbit Advanced GSPC LNG Ltd
Consolidated Ltd. Consolidated Pvt Ltd Energy Park Systems India Ltd
Rajasthan Ltd
31-Mar-19 31-Mar-18 31-Mar-19 31-Mar-18 31-Mar-19 31-Mar-18 31-Mar-19 31-Mar-18 31-Mar-19 31-Mar-18 31-Mar-19 31-Mar-18
Non Current Assets (A) 3,898.56 3,016.60 734.99 783.89 1,033.29 651.20 250.48 163.24 11.57 - 3,099.05 2,662.92
Current Assets
i) Cash & Cash Equivalents 78.86 81.76 54.09 35.90 22.92 24.31 0.26 0.93 5.14 0.52 0.28 0.39
ii) Others 7,517.83 6,531.48 171.59 144.69 53.39 68.20 139.34 119.58 8.29 * 13.81 189.05
Statutory Reports
Total Current Assets (B) 7,596.69 6,613.24 225.68 180.59 76.31 92.51 139.60 120.51 13.43 0.52 14.09 189.44
Total Assets (A+B) 11,495.25 9,629.84 960.67 964.48 1,109.60 743.71 390.08 283.75 25.00 0.52 3,113.14 2,852.36
Non Current Liabilities
i) Financial Liabilities 1,207.22 357.84 - - 620.73 433.29 - - - - 1,205.91 865.66
ii) Non Financial Liabilities 290.81 212.04 - - 0.49 0.46 253.72 155.52 0.15 - 0.77 0.59
Total Non Current Liabilities (A) 1,498.03 569.88 - - 621.22 433.75 253.72 155.52 0.15 - 1,206.68 866.25
Current Liabilities
i) Financial Liabilities 7,748.70 7,197.34 677.77 687.37 133.92 69.88 49.93 37.97 1.32 0.02 1,447.26 1,542.25
ii) Non Financial Liabilities 120.69 120.96 140.21 133.94 2.53 1.11 11.48 11.45 0.02 * 101.29 115.68
Total Current Liabilities (B) 7,869.39 7,318.29 817.98 821.31 136.45 70.99 61.41 49.42 1.34 0.02 1,548.55 1,657.93
Financial Statements
Total Liabilities (A+B) 9,367.42 7,888.17 817.98 821.31 757.67 504.74 315.13 204.94 1.49 0.02 2,755.23 2,524.18
Total Equity (Net Assets) 2,127.83 1,741.67 142.69 143.17 351.93 238.97 74.95 78.81 23.51 0.50 357.91 328.18
Contingent Liabilities and 1,265.79 997.15 77.18 22.50 240.04 258.97 94.31 145.75 4.80 - 147.43 254.24
Capital Commitments
Notice
273
274
Notes forming part of the Consolidated Financial Statements
for the year ended 31st March, 2019
Summarised Financial Position of Group’s Investment in Joint Ventures & Associates : (contd..)
Pty Ltd
Non Current Assets (A) 0.29 0.29 - 5.33 - 90.69 0.01 0.01 * - - -
Current Assets
i) Cash & Cash Equivalents 0.05 0.03 - * - 2.02 - - * * * 0.01
ii) Others 11.06 8.06 - 0.53 - 1.80 0.01 0.01 - - - -
Total Current Assets (B) 11.11 8.09 - 0.53 - 3.82 0.01 0.01 * - * 0.01
Total Assets (A+B) 11.40 8.38 - 5.86 - 94.51 0.02 0.02 0.01 - * 0.01
Non Current Liabilities
i) Financial Liabilities 5.21 3.22 - - - - 0.01 0.01 - - - -
ii) Non Financial Liabilities - - - - - - - - - - - -
Total Non Current Liabilities (A) 5.21 3.22 - - - - 0.01 0.01 - - - -
Current Liabilities
i) Financial Liabilities 0.01 0.25 - 5.73 - 94.50 0.01 0.01 * * * *
ii) Non Financial Liabilities 1.37 0.14 - 0.01 - 0.20 - - - - - -
Total Current Liabilities (B) 1.38 0.39 - 5.74 - 94.70 0.01 0.01 * * - -
Total Liabilities (A+B) 6.59 3.61 - 5.74 - 94.70 0.02 0.02 * * - -
Total Equity (Net Assets) 4.80 4.77 - 0.12 - (0.19) 0.00 0.00 * * * 0.01
Contingent Liabilities and - - - - - - - - - -
Capital Commitments
Notes forming part of the Consolidated Financial Statements
for the year ended 31st March, 2019
Summarised Financial Position of Group’s Investment in Joint Ventures & Associates : (contd..)
(H in Crores)
Particulars Carmichael Rail Carmichael Rail Autotec Systems Comprotech Alpha Design Adani Green Energy
Network Trust Asset Holdings Trust Pvt Ltd Engineering Pvt Ltd Technologies Pvt Ltd Pte Ltd
- Consolidated
31-Mar-19 31-Mar-18 31-Mar-19 31-Mar-18 31-Mar-19 31-Mar-18 31-Mar-19 31-Mar-18 31-Mar-19 31-Mar-18 31-Mar-19 31-Mar-18
Non Current Assets (A) 1,485.48 2,126.17 * 0.01 3.14 2.59 5.05 1.56 317.78 - 63.76 -
Current Assets
i) Cash & Cash Equivalents 0.06 0.31 - - 0.08 2.84 0.57 9.27 26.07 - 0.09 -
ii) Others 40.68 68.32 - 0.01 18.30 12.64 10.59 6.78 425.36 - - 0.01
Statutory Reports
Total Current Assets (B) 40.74 68.63 - 0.01 18.38 15.48 11.16 16.05 451.43 - 0.09 0.01
Total Assets (A+B) 1,526.22 2,194.80 * 0.02 21.52 18.07 16.21 17.61 769.21 - 63.85 0.01
Non Current Liabilities
i) Financial Liabilities 2,032.85 1,242.74 - - - - - - 92.65 - - -
ii) Non Financial Liabilities - - - - 0.56 0.40 0.02 0.36 16.28 - - -
Total Non Current Liabilities (A) 2,032.85 1,242.74 - - 0.56 0.40 0.02 0.36 108.93 - - -
Current Liabilities
i) Financial Liabilities 843.66 1,409.94 - 0.01 6.95 4.49 2.33 0.35 151.83 - 6.56 -
ii) Non Financial Liabilities - - - - 0.85 0.79 0.51 0.64 91.61 - - -
Total Current Liabilities (B) 843.66 1,409.94 - 0.01 7.80 5.28 2.84 0.99 243.44 - 6.56 -
Financial Statements
Total Liabilities (A+B) 2,876.51 2,652.68 - 0.01 8.36 5.68 2.86 1.35 352.37 - 6.56 -
Total Equity (Net Assets) (1,350.29) (457.88) * 0.01 13.16 12.39 13.35 16.26 416.84 - 57.29 0.01
Contingent Liabilities and 175.94 388.59 - - 5.15 4.14 - 0.14 38.09 30.40 - -
Capital Commitments
Notice
275
276
Notes forming part of the Consolidated Financial Statements
for the year ended 31st March, 2019
Summarised Financial Position of Group’s Investment in Joint Ventures & Associates : (contd..)
(Amounts below H 50,000/- denoted as *)
(H in Crores)
Particulars Adani Chendipada Jhar Mining Infra Pvt Adani Solar USA Inc Adani Solar USA LLC Midland Solar LLC Hartsel Solar LLC
Mining Pvt Ltd Ltd
Adani Enterprises Limited
31-Mar-19 31-Mar-18 31-Mar-19 31-Mar-18 31-Mar-19 31-Mar-18 31-Mar-19 31-Mar-18 31-Mar-19 31-Mar-18 31-Mar-19 31-Mar-18
Summarised Financial Position of Group’s Investment in Joint Ventures & Associates : (contd..)
(Amounts below H 50,000/- denoted as *)
Corporate Overview
(H in Crores)
Sigurd Solar LLC
Particulars 31-Mar-19 31-Mar-18
277
278
Notes forming part of the Consolidated Financial Statements
for the year ended 31st March, 2019
Rajasthan Ltd
(H in Crores)
Particulars Vishakha Industries CSPGCL AEL Parsa Kodangal Solar Adani Global Carmichael Rail Carmichael Rail
Pvt Ltd Collieries Ltd Parks Pvt Ltd Resouces Pte Ltd Network Holdings Network Pty Ltd
Pty Ltd
31-Mar- 31-Mar- 31-Mar- 31-Mar- 31-Mar- 31-Mar- 31-Mar- 31-Mar- 31-Mar- 31-Mar- 31-Mar- 31-Mar-
19 18 19 18 19 18 19 18 19 18 19 18
Revenue 1.11 - - - - - - - - - - -
Interest Income 0.59 0.65 * * - - - - - - * *
Depreciation & Amortisation - - - - - - - - - - - -
Finance Costs 0.54 0.21 - - - 0.01 * - - - * -
Profit / (Loss) Before Tax 0.05 0.42 (0.12) * - (0.40) * - - * - *
Provision for Tax 0.02 0.11 - - - (0.10) - - - - - -
Profit / (Loss) After Tax 0.03 0.31 (0.12) * - (0.30) * - - * - *
Other Comprehensive Income - - - - - - - - - - -
Total Comprehensive Income 0.03 0.31 (0.12) * - (0.30) * - - * - *
Notes forming part of the Consolidated Financial Statements
for the year ended 31st March, 2019
Summarised Profitability of Joint Ventures & Associates : (contd..)
(Amounts below H 50,000/- denoted as *)
(H in Crores)
Corporate Overview
Particulars Carmichael Rail Carmichael Rail Asset Autotec Systems Pvt Comprotech Alpha Design Adani Green Energy
Network Trust Holdings Trust Ltd Engineering Pvt Ltd Technologies Pvt Ltd -
Pte Ltd
Consolidated
31-Mar-19 31-Mar-18 31-Mar-19 31-Mar-18 31-Mar-19 31-Mar-18 31-Mar-19 31-Mar-18 31-Mar-19 31-Mar-18 31-Mar-19 31-Mar-18
Profit / (Loss) After Tax (936.84) (269.59) - - 0.70 (3.60) (2.90) 2.71 4.90 - (0.16) -
Other Comprehensive Income - - - - (0.01) (0.07) * - (0.19) - - -
Total Comprehensive Income (936.84) (269.59) - - 0.69 (3.67) (2.91) 2.71 4.71 - (0.16) -
(H in Crores)
Particulars Adani Chendipada Jhar Mining Infra Pvt Adani Solar USA Inc Adani Solar USA LLC Midland Solar LLC Hartsel Solar LLC
Mining Pvt Ltd Ltd
31-Mar-19 31-Mar-18 31-Mar-19 31-Mar-18 31-Mar-19 31-Mar-18 31-Mar-19 31-Mar-18 31-Mar-19 31-Mar-18 31-Mar-19 31-Mar-18
Revenue - - - - - - - - - - - -
Interest Income - - 0.01 - - - - - - - - -
Depreciation & Amortisation - - - - 0.01 - - - - - - -
Financial Statements
279
Adani Enterprises Limited
Notes:
a). Following Associate and Joint Venture entities of the Company have been incorported during the year but do not have
any transactions during the year. Accordinlgy no Balance Sheet and Profit and Loss account has been presented for
these entities.
- Oakwood Construction Services Inc
- Oakstream Holdings Inc
- Adani Finance LLC
b). Following entity was consolidated as Associate in the previous year ended on 31st March, 2018, but cease to be an
Associate during the current year. Accordingly no details of Balance Sheet and Profit and Loss account has been
presented during the current financial year ended on 31st March, 2019.
- Kodangal Solar Parks Pvt. Ltd.
c). Following entities were consolidated as Subsidiaries in the previous year ended on 31st March, 2018 and have become
Associate and Joint Venture entities during the current financial year ended on 31st March, 2019. Accordingly Balance
Sheet and Profit and Loss account have been presented for current year only.
The Ministry of Corporate Affairs (“MCA”) through Companies (Indian Accounting Standards) Amendment Rules, 2019 and
Companies (Indian Accounting Standards) Second Amendment Rules, 2019 has notified the following new and amendments
to existing standards. These amendments are effective for annual periods beginning from 1st April, 2019. The Company will
adopt these new standards and amendments to existing standards once it become effective and are applicable to it.
Ind AS 116 ‘Leases’ replaces existing lease accounting guidance i.e. Ind AS 17 Leases. It sets out principles for the
recognition, measurement, presentation and disclosure of leases and requires lessee to account for all leases, except
short-term leases and leases for low-value items, under a single on-balance sheet lease accounting model. A lessee
recognizes a right-of-use asset representing its right to use the underlying asset and a lease liability representing
its obligation to make lease payments. The accounting from Lessor perspective largely remain unchanged from the
existing standard – i.e. lessor will continue to classify the leases as finance or operating leases.
The MCA has carried amendments to the following existing standards which will be effective from 1st April, 2019. The
Company is not expecting any significant impact in the financial statements from these amendments. The quantitative
impacts would be finalized based on a detailed assessment which has been initiated to identify the key impacts along
with evaluation of appropriate transition options.
Application of above standards are not expected to have any significant impact on the Company’s financial statements.
54 The Board of Directors at its meeting held on 29th May, 2019 have recommended the payment of a final dividend of
H 0.40 per equity share of the face value of H 1 each for financial year 2018-19. This proposed dividend is subject to
approval of shareholders in the ensuing Annual General Meeting.
For financial year 2017-18, the Company had proposed final dividend of H 0.40 per equity share of H 1 each. The same
was declared and paid during the current year ended 31st March, 2019.
281
282
Notes forming part of the Consolidated Financial Statements
for the year ended 31st March, 2019
55 Additional information of net assets and share in profit or loss contributed by various entities as required under Schedule III of the Companies Act, 2013.
Particulars Net Assets i.e. Share in Profit & Loss Share in Other Comprehensive Share in Total
Total Assets less Income Comprehensive Income
Total Liabilities
As % of J in As % of J in As % of J in Crores As % of J in
Adani Enterprises Limited
55 (contd...)
Particulars Net Assets i.e. Share in Profit & Loss Share in Other Comprehensive Share in Total
Corporate Overview
283
284
Notes forming part of the Consolidated Financial Statements
for the year ended 31st March, 2019
55 (contd...)
Particulars Net Assets i.e. Share in Profit & Loss Share in Other Comprehensive Share in Total
Total Assets less Income Comprehensive Income
Total Liabilities
As % of H in Crores As % of H in Crores As % of H in Crores As % of H in Crores
Adani Enterprises Limited
55 (contd...)
Particulars Net Assets i.e. Share in Profit & Loss Share in Other Comprehensive Share in Total
Total Assets less Income Comprehensive Income
Corporate Overview
Total Liabilities
As % of H in Crores As % of H in Crores As % of H in Crores As % of H in Crores
consolidated consolidated consolidated Other consolidated Total
Net Assets Profit or Loss Comprehensive Comprehensive
Income Income
Queensland Ripa Finance Pty Limited 0% 0.00 0% (0.00) 0% (0.00) 0% (0.00)
Adani Renewable Assets Pty Limited 0% 0.00 0% 0.00 0% 0.00 0% 0.00
Adani Rugby Run Pty Limited 0% 0.00 0% 0.00 0% (0.00) 0% (0.00)
Whyalla Renewables Trust 0% (0.04) 0% (0.04) 0% 0.00 0% (0.04)
Whyalla Renewable Holdings Trust 0% 0.00 0% 0.00 0% - 0% 0.00
Adani Rugby Run Finance Pty Limited 0% (0.03) 0% (0.04) 0% 0.00 0% (0.04)
Statutory Reports
Adani Renewable Asset Holdings Pty Limited 0% 0.00 0% 0.00 0% 0.00 0% 0.00
Whyalla Renewables Pty Limited 0% 0.00 0% 0.00 0% - 0% 0.00
Adani Solar USA LLC 0% - 0% (0.29) 0% - 0% (0.29)
Hartsel Solar US LLC 0% - 0% (0.00) 0% - 0% (0.00)
Whyalla Renewable Holdings Pty Limited 0% 0.00 0% 0.00 0% (0.00) 0% 0.00
Queensland Ripa Holdings Pty Limited 0% 0.00 0% 0.00 0% - 0% 0.00
Queensland Ripa Trust 0% (0.01) 0% (0.01) 0% 0.00 0% (0.01)
Adani Global Royal Holding Pte Limited 0% 0.01 0% - 0% (0.00) 0% (0.00)
Adani Renewable Assets Holdings Trust 0% (48.51) -8% (50.34) 0% 1.89 -4% (48.45)
Adani Renewable Assets Trust 0% 0.00 0% (0.00) 0% 0.00 0% (0.00)
Adani Rugby Run Trust 0% (54.45) -9% (53.16) 0% 2.06 -4% (51.10)
Adani Australia Pty Limited 0% (0.06) 0% (0.07) 0% 0.00 0% (0.06)
Queensland Ripa Pty Limited 0% 0.00 0% 0.00 0% (0.00) 0% 0.00
Financial Statements
285
286
Notes forming part of the Consolidated Financial Statements
for the year ended 31st March, 2019
55 (contd...)
Particulars Net Assets i.e. Share in Profit & Loss Share in Other Comprehensive Share in Total
Total Assets less Income Comprehensive Income
Total Liabilities
As % of H in Crores As % of H in Crores As % of H in Crores As % of H in Crores
consolidated consolidated consolidated Other consolidated Total
Adani Enterprises Limited
56 Some of the subsidiaries, joint ventures and associates were consolidated based on the unaudited financial statements
in the previous year. The difference between the audited vis-a-vis unaudited financial statements being insignificant,
have been considered in the current financial year.
The Group evaluates events and transactions that occur subsequent to the balance sheet date but prior to approval
of the financial statements to determine the necessity for recognition and/or reporting of any of these events and
transactions in the financial statements. There are no subsequent events to be recognized or reported that are not
already disclosed.
The Consolidated Financial Statements were approved for issue by the Board of Directors on 29th May, 2019.
As per our attached report of even date For and on behalf of the Board
For SHAH DHANDHARIA & CO., GAUTAM S. ADANI RAJESH S. ADANI
Chartered Accountants Chairman Managing Director
Firm Reg No. : 118707W DIN : 00006273 DIN : 00006322
287
Form No. AOC - 1
288
Salient features of the financial statement of Subsidiaries / Associate/ Joint Ventures as per Companies Act, 2013
(Pursuant to first proviso to sub-section (3) of Section 129 read with Rule 5 of Companies (Accounts) Rules, 2014)
(H in Crores)
Sr. Entity Name Reporting Period Currency Share Other Equity Total Total Investment Sales Profit / Provision Profit / % of Shareholding
No Capital Assets Liabilities Turnover (Loss) for (Loss)
Adani Enterprises Limited
24 Chendipada Collieries Private Ltd. 2018-19 INR 0.05 (0.03) 0.03 0.00 - - (0.00) - (0.00) 100% by AEL
Corporate Overview
(CCPL)
25 Adani Resources Private Ltd. 2018-19 INR 0.01 0.51 3.65 3.13 - 10.75 0.20 0.05 0.14 100% by AEL
26 Surguja Power Private Ltd. (SPPL) 2018-19 INR 0.01 (2.83) 6.64 9.46 0.01 - (0.85) - (0.85) 100% by AEL
27 Rajasthan Collieries Ltd. (RCL) 2018-19 INR 0.50 (4.81) 7.77 12.08 - - (4.58) 0.00 (4.58) 74% by AEL
28 Adani Bunkering Private Ltd. 2018-19 INR 1.69 128.46 713.87 583.72 0.00 752.83 25.98 5.65 20.33 100% by AGPTE
(ABPL)
29 Adani Renewable Energy Park Ltd. 01.04.2018 to INR - - - - - - (2.20) - (2.20) -
(AREPL) 08.08.2018
30 Adani Renewable Energy Park 01.04.2018 to INR - - - - - - (0.00) - (0.00) -
(Gujarat) Ltd. 08.08.2018
31 Adani Agri Logistics (Kannauj) Ltd. 01.04.2018 to INR - - - - - - (0.85) (0.00) (0.85) -
28.03.2019
Statutory Reports
32 Adani Agri Logistics (Panipat) Ltd. 01.04.2018 to INR - - - - - - (0.01) (0.00) (0.01) -
28.03.2019
33 Adani Agri Logistics (Moga) Ltd. 01.04.2018 to INR - - - - - - (0.70) (0.00) (0.70) -
28.03.2019
34 Adani Agri Logistics (Mansa) Ltd. 01.04.2018 to INR - - - - - - (0.38) (0.00) (0.38) -
28.03.2019
35 Adani Agri Logistics (Bathinda) Ltd. 01.04.2018 to INR - - - - - - (0.04) (0.00) (0.04) -
28.03.2019
36 Adani Agri Logistics (Barnala) Ltd. 01.04.2018 to INR - - - - - - (0.82) (0.00) (0.82) -
28.03.2019
37 Adani Agri Logistics (Nakodar) Ltd. 01.04.2018 to INR - - - - - - (0.62) (0.00) (0.62) -
28.03.2019
38 Adani Agri Logistics (Raman) Ltd. 01.04.2018 to INR - - - - - - (0.58) (0.00) (0.58) -
28.03.2019
39 Adani Commodities LLP (ATCM LLP) 2018-19 INR 724.35 - 724.35 0.00 724.34 - (0.00) - (0.00) 100% by AEL,
0% by AIPL
Financial Statements
40 Adani Tradecom LLP (ATRDC LLP) 2018-19 INR 0.06 (0.00) 0.06 0.00 0.01 - (0.00) - (0.00) 99.83% by AEL,
0.17 % by AIPL
41 Adani Tradewing LLP (ATRDW LLP) 2018-19 INR 0.06 (0.01) 0.06 0.00 0.02 - (0.00) - (0.00) 99.98% by AEL,
0.02% by AIPL
42 Adani Tradex LLP 2018-19 INR 138.10 - 164.45 26.35 135.00 - 192.95 0.55 192.41 99.999% by AEL
0.001 % by AIPL
43 Adani Infrastructure Private Ltd. 2018-19 INR 0.05 (0.01) 0.04 0.00 0.00 - (0.01) - (0.01) 100% by AEL
Notice
(AIPL)
44 Gare Pelma III Collieries Ltd. 2018-19 INR 0.10 (0.02) 41.75 41.67 - - (0.01) - (0.01) 100% by AEL
45 Mundra Solar Technopark Pvt. Ltd. 2018-19 INR 4.98 (273.50) 1,422.02 1,690.54 0.05 15.50 (117.30) - (117.30) 38.15% by AGTL,
25.10% by MSL,
25.10% by MSPVL
46 Adani Agri Logistics (Dahod) Ltd 01.04.2018 to INR - - - - - - (0.00) - (0.00) -
28.03.2019
47 Bailadila Iron Ore Mining Private 20.09.2018 to INR 0.10 (0.00) 0.10 0.00 - - (0.00) - (0.00) 100% by AEL
Ltd. 31.03.2019
48 Adani Transport Ltd. 2018-19 INR 0.01 0.15 154.95 154.79 - 11.31 0.04 (0.01) 0.05 100% by AEL
289
Form AOC 1 (Part A Contd…..)
290
(H in Crores)
Sr. Entity Name Reporting Period Currency Share Other Equity Total Total Investment Sales Profit / Provision Profit / % of Shareholding
No Capital Assets Liabilities Turnover (Loss) for (Loss)
before Taxation After
taxation taxation
49 Bilaspur Patharpali Road Private 21.04.2018 to INR 0.01 0.40 170.30 169.88 - 38.33 0.50 0.10 0.40 74% by AEL
Ltd. 31.03.2019
50 Mundra Solar PV Ltd. (MSPVL) 2018-19 INR 750.00 (439.68) 3,111.69 2,801.37 3.01 1,395.44 (343.47) (37.36) (306.11) 100% by AGTL
Adani Enterprises Limited
71 Aanya Maritime Inc. 2018-19 USD Mio 0.00 16.28 45.75 29.47 - 8.40 2.04 - 2.04 100% by ASPL
INR 0.01 112.58 316.37 203.79 - 58.58 14.22 - 14.22
72 Aashna Maritime Inc. 2018-19 USD Mio 0.00 15.73 46.78 31.05 - 8.40 1.91 - 1.91 100% by ASPL
INR 0.01 108.77 323.51 214.73 - 58.58 13.35 - 13.35
73 Adani Shipping Pte Ltd. (ASPL) 2018-19 USD Mio 0.00 (24.33) 91.33 115.66 0.09 290.82 (2.43) - (2.43) 100% by AGPTE
INR 0.00 (168.29) 631.56 799.85 0.63 2,029.16 (16.97) - (16.97)
74 AWEL Global Ltd. 01.04.2018 to USD Mio - - - - - - - - - -
05.12.2018 INR - - - - - - - - -
75 Adani North America Inc 2018-19 USD Mio 0.01 (8.11) 6.27 14.37 - - (1.41) - (1.41) 100% by AGPTE
INR 0.07 (56.11) 43.33 99.37 - - (9.83) - (9.83)
76 Adani Green Energy Pte Ltd. 01.04.2018 to USD Mio - - - - - - (0.00) - (0.00) -
10.08.2018 INR - - - - - - (0.00) - (0.00)
Statutory Reports
84 PT Adani Global Coal Trading 2018-19 IDR Mio 1,500.00 (6,048.21) 445.42 4,993.63 42.00 - (17.80) - (17.80) 95% by AGPTE,
(PTAGCT) INR 0.73 (2.93) 0.22 2.42 0.02 - (0.01) - (0.01) 5 % by AGL
85 PT Coal Indonesia (PT CT) 2018-19 IDR Mio 1,500.00 (36,310.12) 14,273.88 49,084.00 - 4,391.86 (6,126.60) 21.96 (6,148.56) 99.33% by PTAGL,
INR 0.73 (17.57) 6.91 23.76 - 2.14 (2.98) 0.01 (2.99) 0.67% by PTAGCT
86 PT Sumber Bara (PT SB) 2018-19 IDR Mio 1,500.00 (562.54) 989.96 52.50 765.00 - (28.89) - (28.89) 99.33% by PTAGL,
INR 0.73 (0.27) 0.48 0.03 0.37 - (0.01) - (0.01) 0.67% by PTAGCT
Notice
87 PT Energy Resources (PT ER) 2018-19 IDR Mio 1,500.00 1,677.74 4,588.26 1,410.51 3,177.13 9,972.13 753.36 - 753.36 99.33% by PTAGL,
INR 0.73 0.81 2.22 0.68 1.54 4.85 0.37 - 0.37 0.67% by PTAGCT
88 PT Suar Harapan Bangsa (PT SHB) 2018-19 IDR Mio 550.00 (328.70) 12,598.06 12,376.76 - - (7.90) 20.81 (28.72) 75% by PTNAB,
INR 0.27 (0.16) 6.10 5.99 - - (0.00) 0.01 (0.01) 25% by PTNLS
89 PT Tambang Sejahtera Bersama 2018-19 IDR Mio 500.00 (336.28) 8,360.40 8,196.68 - - (0.48) 8.48 (8.96) 75% by PTNAB,
(PT TSB) INR 0.24 (0.16) 4.05 3.97 - - (0.00) 0.00 (0.00) 25% by PTNLS
90 PT Niaga Antar Bangsa (PT NAB) 2018-19 IDR Mio 510.00 1,902.15 21,117.28 18,705.13 9,795.00 4,768.62 2,850.12 23.84 2,826.27 75% by PTSB,
INR 0.25 0.92 10.22 9.05 4.74 2.32 1.39 0.01 1.37 25% by PTER
291
Form AOC 1 (Part A contd...)
292
(H in Crores)
Sr. Entity Name Reporting Period Currency Share Other Equity Total Total Investment Sales Profit / Provision Profit / % of Shareholding
No Capital Assets Liabilities Turnover (Loss) for (Loss)
before Taxation After
taxation taxation
91 PT Niaga Lintas Samudra (PT NLS) 2018-19 IDR Mio 510.00 7,741.23 8,331.71 80.48 552.65 4,753.12 2,944.45 23.77 2,920.68 75% by PTSB,
INR 0.25 3.75 4.03 0.04 0.27 2.31 1.43 0.01 1.42 25% by PTER
92 PT Gemilang Pusaka Pertiwi (PT GPP) 2018-19 IDR Mio 510.00 (519.82) 1,877.52 1,887.33 - - 0.88 7.62 (6.74) 75% by PTNAB &
Adani Enterprises Limited
INR 0.25 (0.25) 0.91 0.91 - - 0.00 0.00 (0.00) 25% by PTNLS
93 PT Hasta Mundra (PT HM) 2018-19 IDR Mio 1,000.00 (182.61) 2,506.04 1,688.65 - - (0.48) 0.12 (0.36) 75% by PTNAB &
111 Whyalla Renewable Holdings Pty 08.05.2018 to AUD Mio 0.00 - - (0.00) - - - - - 100% by
Ltd (WRHPTYL) 31.03.2019 INR 0.00 - - (0.00) - - - - - ARAHPTYL
112 Queensland RIPA Holdings Pty Ltd 2018-19 AUD Mio 0.00 - 0.00 - 0.00 - - - - 100% by
(QRHPTYL) INR 0.00 - 0.00 - 0.00 - - - - AGRHPTE
113 Queensland RIPA Trust (QRT) 2018-19 AUD Mio 0.00 (0.00) 0.00 0.00 0.00 - (0.00) - (0.00) 100% by QRHT
INR 0.00 (0.01) 0.01 0.02 0.00 - (0.01) - (0.01)
114 Adani Renewable Assets Holdings 2018-19 AUD Mio 0.00 (9.90) 1.73 11.62 0.00 - (9.88) - (9.88) 100% by AGPTE
Trust (ARAHT) INR 0.00 (48.52) 8.46 56.97 0.01 - (50.34) - (50.34)
115 Adani Renewable Assets Trust 2018-19 AUD Mio 0.00 (0.00) 0.00 0.00 0.00 - (0.00) - (0.00) 100% by ARAHT
(ARAT) INR 0.00 (0.00) 0.01 0.00 0.00 - (0.00) - (0.00)
116 Adani Rugby Run Trust (ARRT) 2018-19 AUD Mio 0.00 (11.11) 115.35 126.46 0.00 - (10.44) - (10.44) 100% by ARAT
INR 0.00 (54.45) 565.44 619.89 0.00 - (53.16) - (53.16)
Statutory Reports
117 Adani Australia Pty Ltd (AAPTYL) 19.04.2018 to AUD Mio 0.00 (0.01) 0.76 0.77 - - (0.01) - (0.01) 100% by AGPTE
31.03.2019 INR 0.00 (0.06) 3.70 3.76 - - (0.07) - (0.07)
118 Queensland RIPA Pty Ltd. (QRPTYL) 2018-19 AUD Mio 0.00 - - (0.00) - - - - - 100% by
INR 0.00 - - (0.00) - - - - - QRHPTYL
119 Galilee Biodiversity Company Pty 15.01,2019 to AUD Mio - - - - - - - - - 100% by AMPTY
Ltd. (GBCPTYL) 31.03.2019 INR - - - - - - - - -
Notes:
1) As at 31st March, 2019 : 1 USD = H 69.155, 1 AED = H 18.8275, 1 AUD = H 49.02, 1 IDR = H 0.0048
2) Average Rate for the year : 1 USD = H 69.7748, 1 AED = H 19.0076, 1 AUD = H 50.9257, 1 IDR = H 0.0049
Financial Statements
293
Adani Enterprises Limited
Names of Subsidiaries which have been Liquidated / Demerged / Sold during the year
(Pursuant to first proviso to sub-section (3) of Section 129 Read with Rule 5 of Companies (Accounts) Rules, 2014), related to Associate Companies and Joint
Ventures
(H in Crores)
Sr Name of Associate / Joint Venture Latest Shares of Associate / Joint Extent of Description Reason why Networth Profit / (Loss) for the Year
Corporate Overview
1 Adani Wilmar Ltd - Consolidated 31.03.2019 5,71,47,443 341.38 50% by ATCM Note - A N.A 1063.96 193.12 -
LLP
2 Adani Wilmar Pte Ltd - Consolidated 31.12.2017 38,00,000 25.18 50% by Note - A N.A 71.34 (5.24) -
AGPTE
3 CSPGCL AEL Parsa Kente Collieries 31.03.2018 78,400 0.08 49% by AEL Note - A N.A 0.00 (0.06) -
Ltd
Statutory Reports
4 GSPC LNG Limited 31.03.2018 4,82,00,000 48.20 14.49% by Note - A N.A 56.53 0.99 -
AEL
5 Indian Oil Adani Gas Pvt Ltd 31.03.2019 - - - Note - A N.A - (2.42) -
6 Adani Renewable Park Rajasthan 31.03.2019 - - - Note - A N.A - (0.01) -
Ltd
7 Vishakha Industries Pvt Ltd 31.03.2018 1,46,685 5.00 50% by AAFL Note - A N.A 2.40 0.02 -
8 Adani-Elbit Advance Systems India 31.03.2019 1,48,27,550 14.83 51% by AEL Note - A N.A 11.99 (2.29) -
Ltd
9 Adani Global Resouces Pte Ltd 31.03.2019 1,000 0.01 50% by Note - A N.A 0.00 0.00 -
(AGRPTE) AGPTE
10 Carmichael Rail Network Pty Ltd 31.03.2017 1,000 - 100% by Note - A N.A 0.00 - -
CRNHPL
11 Carmichael Rail Network Trust 31.03.2019 1,000 - 100% by Note - A N.A (675.14) - (468.42)
CRAHT
Financial Statements
12 Carmichael Rail Network Holdings 31.03.2019 1,000 - 100% by Note - A N.A 0.00 - -
Pty Ltd (CRNHPL) AGRPTE
13 Carmichael Rail Assets Holdings - 1,000 - 100% by Note - A N.A 0.00 - -
Trust (CRAHT) AGRPTE
14 Autotec Systems Pvt Ltd 31.03.2019 7,21,277 7.80 26% by Note - A N.A 3.42 0.18 -
ADSTL
Notice
15 Comprotech Engineering Pvt Ltd 31.03.2019 1,37,339 12.38 26% by Note - A N.A 3.47 (0.76) -
ADSTL
16 Alpha Design Technologies Pvt Ltd - 31.03.2019 1,33,16,909 100.00 26% by Note - A N.A 108.38 6.28 -
Consolidated ADSTL
17 Adani Chendipada Mining Pvt Ltd 31.03.2019 4,900 0.00 49% by AEL Note - A N.A (0.03) (0.00) (0.02)
18 Jhar Mining Infra Pvt Ltd 31.03.2019 25,500 0.03 51% by AEL Note - A N.A (0.13) (0.03) (0.06)
19 Adani Solar USA Inc (ASUI) - 4,900.00 0.03 49% by Note - A N.A (1.09) (0.03) (0.59)
AGPTE
20 Adani Finance LLC (AFLLC) - 49% Equity - 100% by Note - A N.A 0.00 0.00 0.00
Rights ASUI
295
Form AOC 1 (Part B contd...)
296
(H in Crores)
Sr Name of Associate / Joint Venture Latest Shares of Associate / Joint Extent of Description Reason why Networth Profit / (Loss) for the Year
No Audited Venture held by the Company Holding % of Associate Attributable to
Balance at the year end Significant / Joint Shareholding
Sheet Date No of Shares Amount of Influence Venture is not as per latest Considered in Not
Investment Consolidated audited Consolidation Considered in
in Associate / Balance Sheet Consolidation
Joint Venture date
Adani Enterprises Limited
21 Adani Solar USA LLC (ASULLC) - 49% Equity - 100% by Note - A N.A (0.29) 0.10 0.00
Rights AFLLC
Names of Associates & Joint Venture which are yet to commence operations
297
Adani Enterprises Limited
NOTICE
NOTICE is hereby given that the 27th Annual General Meeting 5. To consider and if thought fit, to pass, with or without
of Adani Enterprises Limited will be held on Wednesday, modification(s), the following resolution as an Ordinary
7th August, 2019 at 11.30 a.m. at H. T. Parekh Hall, AMA Resolution:
Complex, ATIRA, Dr. Vikram Sarabhai Marg, Ahmedabad -
380 015 to transact the following businesses: “RESOLVED THAT in accordance with the provisions
of Sections 196, 197, 203, Schedule V and other
ORDINARY BUSINESS applicable provisions of the Companies Act, 2013
and the Companies (Appointment and Remuneration
1. To receive, consider and adopt the audited financial of Managerial Personnel) Rules, 2014 (including any
statements (including audited consolidated financial statutory modification(s) or re-enactment thereof for
statements) for the financial year ended on 31st March, the time being in force), and also subject to approval
2019 and the Reports of the Board of Directors and of the Central Government, if required, the Company
Auditors thereon. hereby accords its approval to the re-appointment of
Mr. Rajesh S. Adani (DIN: 00006322) as Managing
2. To declare dividend on Equity Shares. Director of the Company for a period of five years w.e.f.
10th June, 2020 on the terms and conditions including
3. To appoint a Director in place of Mr. Rajesh S. Adani
terms of remuneration as set out in the explanatory
(DIN: 00006322), who retires by rotation and being
statement attached hereto and forming part of this
eligible offers, himself for re-appointment.
notice with a liberty to the Board of Directors to
SPECIAL BUSINESS alter and vary the terms and conditions of the said
appointment so as the total remuneration payable to
4. To consider and if thought fit, to pass with or without him shall not exceed the limits specified in Schedule
modification(s), the following resolution as a Special V to the Companies Act, 2013 including any statutory
Resolution: modification(s) or re-enactment thereof, for the time
being in force and as agreed by and between the Board
“RESOLVED THAT pursuant to the provisions of Sections of Directors and Mr. Rajesh S. Adani without any further
149, 152 and Schedule IV and all other applicable reference to the Company in General Meeting.
provisions, of the Companies Act, 2013 (“Act”) and the
Companies (Appointment and Qualification of Directors) RESOLVED FURTHER THAT notwithstanding anything
Rules, 2014 (including any statutory modification(s) contained to the contrary in the Companies Act,
or re-enactment thereof, for the time being in force), 2013, wherein any financial year the Company has no
Mr. Hemant Nerurkar (DIN: 00265887) who was profits or has inadequate profit, Mr. Rajesh S. Adani
appointed as an Independent Director and who holds will be paid minimum remuneration as stated in the
office of Independent Director upto August, 2020 and Explanatory Statement or such remuneration as may
being eligible and in respect of whom the Company be approved by the Board within the ceiling prescribed
has received a notice in writing under Section 160 of under Schedule V of the Companies Act, 2013 or any
the Act from a member proposing his candidature for modification or re-enactment thereof at relevant time.
the office of Director, be and is hereby re-appointed as
an Independent Director of the Company not liable to RESOLVED FURTHER THAT in the event of any statutory
retire by rotation and to hold office for a second term amendment or modification by the Central Government
of 5 (five) consecutive years upto August, 2025 on the to Schedule V to the Companies Act, 2013, the Board
Board of the Company.” of Directors be and are hereby authorized to vary and
alter the terms of re-appointment including salary,
commission, perquisites, allowances etc. payable to commission, perquisites, allowances etc. payable to
Mr. Rajesh S. Adani within such prescribed limit or Mr. Pranav. V. Adani within such prescribed limit or
ceiling and as agreed by and between the Company and ceiling and as agreed by and between the Company and
Mr. Rajesh S. Adani without any further reference to Mr. Pranav V. Adani without any further reference to
the Company in General Meeting. the Company in General Meeting.
RESOLVED FURTHER THAT the Board of Directors RESOLVED FURTHER THAT the Board of Directors
of the Company be and is hereby authorized to take of the Company be and is hereby authorized to take
such steps as may be necessary to give effect to this such steps as may be necessary to give effect to this
Resolution.” Resolution.”
6. To consider and if thought fit, to pass, with or without 7. To consider and if thought fit, to pass, with or without
modification(s), the following resolution as an Ordinary modification(s), the following resolution as an Ordinary
Resolution: Resolution:
“RESOLVED THAT in accordance with the provisions of “RESOLVED THAT pursuant to the provisions of
Sections 196, 197, 203, Schedule V and other applicable Section 197 and other applicable provisions, if any, of
provisions, if any, of the Companies Act, 2013 and the Companies Act, 2013 (“Act”) read with rules made
the Companies (Appointment and Remuneration of thereunder (including any statutory modification(s)
Managerial Personnel) Rules, 2014 (including any or re-enactment thereof for the time being in force),
statutory modification(s) or re-enactment thereof for the provisions of the Memorandum and Articles of
the time being in force), and also subject to the approval Association, consent of the members of the Company
of the Central Government, if required, the Company be and is hereby accorded to the Board of Directors
hereby accords its approval to the re-appointment of of the Company for payment of commission to the
Mr. Pranav V. Adani (DIN: 00008457), as an Executive non-executive director(s) including Independent
Director designated as Director of the Company for a Director(s) of the Company who is/are neither in the
period of 5 (Five) years w.e.f. 1st April, 2020 on the terms whole time employment nor Managing Director, in
and conditions including terms of remuneration as set addition to sitting fees being paid to them for attending
out in the Explanatory Statement attached hereto and the meeting of the Board and its Committees, a sum
forming part of this notice with a liberty to Board of not exceeding 1% of the net profits of the Company per
Directors to alter and vary the terms and conditions annum, calculated in accordance with the provisions of
of the said appointment so as the total remuneration Section 198 of the Act, for a period of 5 years from the
payable to him shall not exceed the limits specified in financial year commencing from 1st April, 2020, in such
Schedule V to the Companies Act, 2013 including any manner and up to such extent as the Board of Directors
statutory modification(s) or re-enactment thereof, for of the Company may, from time to time, determine.
the time being in force and as agreed by and between
the Board of Directors and Mr. Pranav V. Adani without RESOLVED FURTHER THAT for the purpose of giving
any further reference to the Company in General effect to this resolution, the Board be and is hereby
Meeting. authorized to take all actions and do all such deeds,
matters and things, as it may in its absolute discretion
RESOLVED FURTHER THAT notwithstanding anything deem necessary, proper or desirable and to settle any
contained to the contrary in the Companies Act, question, difficulty or doubt that may arise in this
2013, wherein any financial year the Company has no regard.”
profits or has inadequate profit, Mr. Pranav V. Adani
will be paid minimum remuneration as stated in the 8. To consider and if thought fit, to pass, with or without
Explanatory Statement or such remuneration as may modification(s), the following resolution as a Special
be approved by the Board within the ceiling prescribed Resolution:
under Schedule V of the Companies Act, 2013 or any
“RESOLVED THAT pursuant to the provisions of Section
modification or re-enactment thereof at relevant time.
42, 62 and all other applicable provisions, if any, of the
RESOLVED FURTHER THAT in the event of any statutory Companies Act, 2013 and the rules framed thereunder
amendment or modification by the Central Government (including any statutory modification(s) or re-enactment
to Schedule V to the Companies Act, 2013, the Board thereof, for the time being in force) (the “Companies
of Directors be and is hereby authorized to vary and Act”), the Foreign Exchange Management Act, 1999,
alter the terms of re-appointment including salary, as amended or restated (“FEMA”), the Securities and
299
Adani Enterprises Limited
Exchange Board of India (Issue of Capital and Disclosure any other permitted fully and/or partly paid securities/
Requirements) Regulations, 2009, as amended or instruments/ warrants, convertible into or exchangeable
restated (the “ICDR Regulations”), the Issue of Foreign for equity shares at the option of the Company and/or
Currency Convertible Bonds and Ordinary Shares holder(s) of the security(ies) and/or securities linked
(Through Depository Receipt Mechanism) Scheme, to equity shares (hereinafter collectively referred to
1993, as amended or restated, the Foreign Exchange as “Securities”), in registered or bearer form, secured
Management (Transfer or Issue of Security by a Person or unsecured, listed on a recognized stock exchange
Resident Outside India) Regulations 2000, as amended in India or abroad whether rupee denominated or
or restated, and subject to all other applicable laws, denominated in foreign currency, to such investors who
statutes, rules, circulars, notifications, regulations and are eligible to acquire such Securities in accordance
guidelines of the Government of India, the Securities with all applicable laws, rules, regulations, guidelines
and Exchange Board of India (the “SEBI”), the Reserve and approvals, through public issue(s), rights issue(s),
Bank of India (the “RBI”), the relevant stock exchanges preferential issue(s), private placement(s) and / or
where the equity shares of the Company are listed (the qualified institutional placement in terms of Chapter
“Stock Exchanges”) and all other appropriate statutory VIII of the SEBI (ICDR) Regulations or any combinations
and regulatory authorities, as may be applicable or thereof, through any prospectus, offer document, offer
relevant, whether in India or overseas (hereinafter letter, offer circular, placement document or otherwise,
collectively referred to as the “Appropriate Authorities”), at such time or times and at such price or prices subject
the enabling provisions of the Memorandum and to compliance with all applicable laws, rules, regulations,
Articles of Association of the Company, as amended, guidelines and approvals, at a discount or premium
and the listing agreements entered into by the Company to market price or prices in such manner and on such
with the Stock Exchanges and subject to requisite terms and conditions including as regards security, rate
approvals, consents, permissions and sanctions, if any, of interest, etc., as may be deemed appropriate by the
of the Appropriate Authorities and subject to such Board in its absolute discretion, subject to compliance
conditions and modifications as may be prescribed by with all applicable laws, rules, regulations, guidelines
any of them in granting any such approvals, consents, and approvals, for an aggregate amount, not exceeding
permissions, and sanctions (hereinafter referred as the H 5,000 Crores (Rupees Five Thousand Crores Only) or
“Requisite Approvals”) which may be agreed to by the foreign currency equivalent thereof, at such premium
Board of Directors of the Company (hereinafter referred as may from time to time be decided by the Board and
as the “Board” which term shall be deemed to include the Board shall have the discretion to determine the
any committee constituted or to be constituted by categories of eligible investors to whom the offer, issue
the Board to exercise its powers including the powers and allotment shall be made to the exclusion of all other
conferred by this resolution, or any person(s) authorised categories of investors at the time of such offer, issue and
by the Board or its committee for such purposes), allotment considering the prevailing market conditions
consent of the Company be and is hereby accorded and all other relevant factors and where necessary
to the Board in its absolute discretion, to create, offer, in consultation with advisor(s), lead manager(s), and
issue and allot, from time to time in either one or underwriter(s) appointed by the Company.
more international offerings, in one or more foreign
markets, in one or more tranches and/or in the course RESOLVED FURTHER THAT without prejudice to the
of one or more domestic offering(s) in India, such generality of the above, the issue(s) of Securities may,
number of equity shares and/or any securities linked subject to compliance with all applicable laws, rules,
to, convertible into or exchangeable for equity shares regulations, guidelines and approvals, have all or any
including without limitation through Global Depository terms, or combination of terms, in accordance with
Receipts (“GDRs”) and/or American Depository Receipts domestic and/or international practice, including, but not
(“ADRs”) and/or convertible preference shares and/or limited to, conditions in relation to payment of interest,
convertible debentures (compulsorily and/or optionally, additional interest, premium on redemption, prepayment
fully and/or partly) and/or Commercial Papers and/or and any other debt service payments whatsoever and
warrants with a right exercisable by the warrant holder all other such terms as are provided in offerings of
to exchange or convert such warrants with equity such nature including terms for issue of additional
shares of the Company at a later date simultaneously equity shares or variation of the conversion price of the
with the issue of non-convertible debentures and/or Securities during the duration of the Securities.
Foreign Currency Convertible Bonds (“FCCBs”) and/or
RESOLVED FURTHER THAT in case of any offering of
Foreign Currency Exchangeable Bonds (“FCEBs”) and/or
Securities, including without limitation any GDRs/ADRs/
FCCBs/FCEBs/other securities convertible into equity conversion or redemption, listing on one or more stock
shares, consent of the shareholders be and is hereby exchanges in India and / or abroad and any other terms
given to the Board to issue and allot such number of and conditions of the issue, including any amendments
equity shares as may be required to be issued and or modifications to the terms of the Securities and any
allotted upon conversion, redemption or cancellation of agreement or document (including without limitation,
any such Securities referred to above in accordance with any amendment or modification, after the issuance of
the terms of issue/offering in respect of such Securities the Securities), the execution of various transaction
and such equity shares shall rank pari passu with the documents, creation of mortgage/charge in accordance
existing equity shares of the Company in all respects, with the provisions of the Companies Act and any other
except as may be provided otherwise under the terms applicable laws or regulations in respect of any Securities,
of issue/offering and in the offer document and/or offer either on a pari passu basis or otherwise, fixing of record
letter and/or offering circular and /or listing particulars. date or book closure and related or incidental matters
as the Board in its absolute discretion deems fit and
RESOLVED FURTHER THAT the Board be and is hereby to settle all questions, difficulties or doubts that may
authorised to engage, appoint and to enter into and arise in relation to the issue, offer or allotment of the
execute all such agreement(s)/ arrangement(s)/ MoUs/ Securities, accept any modifications in the proposal as
placement agreement(s)/ underwriting agreement(s)/ may be required by the Appropriate Authorities in such
deposit agreement(s)/ trust deed(s)/ subscription issues in India and / abroad and subject to applicable law,
agreement/ payment and conversion agency for the utilization of the issue proceeds as it may in its
agreement/ any other agreements or documents with absolute discretion deem fit without being required to
any consultants, lead manager(s), co-lead manager(s), seek any further consent or approval of the members or
manager(s), advisor(s), underwriter(s), guarantor(s), otherwise to the end and intent and that the members
depository(ies), custodian(s), registrar(s), agent(s) for shall be deemed to have given their approval thereto for
service of process, authorised representatives, legal all such acts, deeds, matters and/or things, expressly by
advisors / counsels, trustee(s), banker(s), merchant the authority of this resolution.
banker(s) and all such advisor(s), professional(s),
intermediaries and agencies as may be required or RESOLVED FURTHER THAT for the purpose of giving
concerned in such offerings of Securities and to effect to the above resolution, the Board is authorised
remunerate them by way of commission, brokerage, on behalf of the Company to take all actions and to do all
fees and such other expenses as it deems fit, listing of such deeds, matters and things as it may, in its absolute
Securities in one or more Indian/ International Stock discretion, deem necessary, desirable or expedient to
Exchanges, authorizing any director(s) or any officer(s) the issue or allotment of aforesaid Securities and listing
of the Company, severally, to sign for and on behalf thereof with the stock exchange(s) as appropriate and
of the Company offer document(s), arrangement(s), to resolve and settle all questions and difficulties that
application(s), authority letter(s), or any other related may arise in the proposed issue, offer and allotment of
paper(s)/documents(s), give any undertaking(s), any of the Securities, utilization of the issue proceeds
affidavit(s), certification(s), declaration(s) including and to do all acts, deeds and things in connection
without limitation the authority to amend or modify therewith and incidental thereto as the Board in its
such document(s). absolute discretion deem fit, without being required to
seek any further consent or approval of the members
RESOLVED FURTHER THAT for the purpose of giving or otherwise to the end and intent that they shall be
effect to the above resolution, consent of the members deemed to have given their approval thereto expressly
of the Company be and is hereby accorded to the Board by the authority of this resolution.
to do all such acts, deeds, matters and/or things, in its
absolute discretion and including, but not limited to RESOLVED FURTHER THAT the Company and/or
finalization and approval of the preliminary as well as any agency or body authorised by the Company may,
final document(s), determining the form, terms, manner subject to compliance with all applicable laws, rules,
of issue, the number of the Securities to be allotted, regulations, guidelines and approvals, issue certificates
timing of the issue(s)/ offering(s) including the investors and/or depository receipts including global certificates
to whom the Securities are to be allotted, issue price, representing the Securities with such features and
face value, number of equity shares or other securities attributes as are prevalent in international and/
upon conversion or redemption or cancellation of the or domestic capital markets for instruments of
Securities, premium or discount on issue /conversion/ such nature and to provide for the tradability or
exchange of Securities, if any, rate of interest, period of transferability thereof as per the international and/
301
Adani Enterprises Limited
or domestic practices and regulations, and under the Exchanges (in India or abroad), the RBI, the FIPB,
forms and practices prevalent in such international the SEBI, the Registrar of Companies and such other
and/or domestic capital markets. authorities or institutions in India and/or abroad for
this purpose and to do all such acts, deeds and things
RESOLVED FURTHER THAT the Company may enter into as may be necessary or incidental to give effect to
any arrangement with any agency or body for the issue, the resolutions above and the Common Seal of the
upon conversion of the Securities, of equity shares of the Company be affixed wherever necessary.
Company in registered or bearer form with such features
and attributes as are prevalent in international capital RESOLVED FURTHER THAT such of these Securities as
markets for instruments of this nature and to provide for are not subscribed may be disposed off by the Board
the tradability or free transferability thereof as per the in its absolute discretion in such manner, as the Board
international practices and/or domestic practices and may deem fit and as permissible by law.
regulations, and under the forms and practices prevalent
in international and/or domestic capital markets. RESOLVED FURTHER THAT the Board be and is hereby
authorised to delegate all or any of its powers conferred
RESOLVED FURTHER THAT the Securities may be by this resolution on it, to any Committee of directors
redeemed and/or converted into and/or exchanged for or the Managing Director or Directors or any other
the equity shares of the Company (or exchanged for officer of the Company, in order to give effect to the
equity shares of another company as permitted under above resolutions.
applicable law), subject to compliance with all applicable
laws, rules, regulations, guidelines and approvals, in a RESOLVED FURTHER THAT all actions taken by the
manner as may be provided in the terms of their issue. Board in connection with any matter referred to or
contemplated in any of the foregoing resolutions are
RESOLVED FURTHER THAT in case of a Qualified hereby approved, ratified and confirmed in all respects.”
Institutional Placement (QIP) pursuant to Chapter
VIII of the SEBI (ICDR) Regulations, the allotment of 9. To consider and if thought fit, to pass, with or without
eligible securities within the meaning of Chapter VIII modification(s), the following resolution as an Ordinary
of the SEBI (ICDR) Regulations shall only be made Resolution:
to Qualified Institutional Buyers (QIBs) within the
“RESOLVED THAT pursuant to the provisions of Section
meaning of Chapter VIII of the SEBI (ICDR) Regulations,
148 and all other applicable provisions of the Companies
such securities shall be fully paid-up and the allotment
Act, 2013 and the Companies (Audit and Auditors)
of such securities shall be completed within 12 months
Rules, 2014 (including any statutory modification(s) or
from the date of the resolution approving the proposed
re-enactment thereof, for the time being in force), the
issue by the members of the Company or such other
Cost Auditors appointed by the Board of Directors of the
time as may be allowed by SEBI (ICDR) Regulations from
Company, to conduct the audit of the cost records of
time to time and that the securities be applied to the
mining activities of the Company for the financial year
National Securities Depository Limited and/or Central
ending 31st March, 2020, be paid the remuneration as set
Depository Services (India) Limited for admission of the
out in the Explanatory Statement annexed to the Notice
eligible securities to be allotted as per Chapter VIII of
convening this Meeting.
the SEBI (ICDR) Regulations.
RESOLVED FURTHER THAT the Board of Directors of
RESOLVED FURTHER THAT the relevant date for the
the Company be and is hereby authorised to do all acts
purpose of pricing of the Securities by way of QIP/GDRs/
and take all such steps as may be necessary, proper or
ADRs/FCCBs/FCEBs or by way of any other issue(s)
expedient to give effect to this resolution.”
shall be the date as specified under the applicable law
or regulation or it shall be the date of the meeting in
Date : 29th May, 2019 For and on behalf of the Board
which the Board decides to open the issue.
Place : Ahmedabad
RESOLVED FURTHER THAT the Board and other Regd. Office: Jatin Jalundhwala
designated officers of the Company be and are hereby “Adani House”, Company Secretary &
severally authorised to make all filings including as Near Mithakhali Six Roads, Joint President (Legal)
regards the requisite listing application/ prospectus/ Navrangpura,
offer document/registration statement, or any draft(s) Ahmedabad - 380 009
thereof, or any amendments or supplements thereof, Gujarat, India.
and of any other relevant documents with the Stock CIN : L51100GJ1993PLC019067
NOTES:-
1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE holding shares in the physical form. The members who
MEETING IS ENTITLED TO APPOINT A PROXY TO are desirous of availing this facility, may kindly write to
ATTEND AND VOTE INSTEAD OF HIMSELF/HERSELF. Company’s R & T Agent for nomination form by quoting
THE PROXY NEED NOT BE A MEMBER. their folio number.
A person can act as proxy on behalf of members not 10. The balance lying in the unpaid dividend account of
exceeding fifty (50) and holding in the aggregate not the Company in respect of dividend declared on for the
more than ten percent of the total share capital of the financial year 2011-12 will be transferred to the Investor
Company. A member holding more than ten percent of Education and Protection Fund of the Central Government
the total share capital of the Company carrying voting by October, 2019. Members who have not encashed
rights may appoint a single person as proxy and such their dividend warrants pertaining to the said year may
person shall not act as a proxy for any other person or approach the Company or its share transfer agent for
member. obtaining payments thereof by September, 2019.
2. THE INSTRUMENT APPOINTING PROXY SHOULD 11. The route map showing directions to reach the venue
HOWEVER BE DEPOSITED AT THE REGISTERED OFFICE of the twenty-seventh AGM is annexed.
OF THE COMPANY NOT LATER THAN 48 HOURS
BEFORE THE COMMENCEMENT OF THE MEETING. 12. Process and manner for members opting for voting
through Electronic means:
3. Information regarding appointment/re-appointment
of Directors and Explanatory Statement in respect of i. In compliance with the provisions of Section 108
special businesses to be transacted pursuant to Section of the Act read with Rule 20 of the Companies
102 of the Companies Act, 2013 and/or Regulation (Management and Administration) Rules, 2014
36(3) of the SEBI (Listing Obligations and Disclosure as amended and Regulation 44 of the SEBI
Requirements) Regulations, 2015 is annexed hereto. (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the Company is pleased to offer
4. The Register of members and share transfer books
the facility of voting through electronic means and
of the Company will remain closed from Wednesday,
the business set out in the Notice above may be
31st July, 2019 to Wednesday, 7th August, 2019 (both days
transacted through such electronic voting. The
inclusive) to determine entitlement of the members to
facility of voting through electronic means is provided
receive dividend for the year 2018-19.
through the e-voting platform of Central Depository
5. Members seeking any information with regard to Services (India) Limited (“remote e-voting”).
accounts are requested to write to the Company
ii. Members whose names are recorded in the
atleast 10 days before the meeting so as to enable the
Register of Members or in the Register of Beneficial
management to keep the information ready.
Owners maintained by the Depositories as on the
6. All documents referred to in the accompanying notice Cut-off date i.e. Wednesday, 31st July, 2019, shall
and explanatory statement will be kept open for be entitled to avail the facility of remote e-voting
inspection at the Registered Office of Company on all as well as voting at the AGM. Any recipient of the
working days between 11.00 a.m. to 1.00 p.m. prior to Notice, who has no voting rights as on the Cut-off
date of Annual General Meeting. date, shall treat this Notice as intimation only.
7. Members are requested to bring their copy of Annual iii. A person who has acquired the shares and has
Report at the meeting. become a member of the Company after the
8. Members holding the shares in physical mode are despatch of the Notice of the AGM and prior to
requested to notify immediately the change of their the Cut-off date i.e. Wednesday, 31st July, 2019,
address and bank particulars to the R & T Agent of shall be entitled to exercise his/her vote either
the Company. In case shares held in dematerialized electronically i.e. remote e-voting or through the
form, the information regarding change of address and Poll Paper or tab at the AGM by following the
bank particulars should be given to their respective procedure mentioned in this part.
Depository Participant. iv. The remote e-voting will commence on Saturday,
9. In terms of Section 72 of the Companies Act, 2013, 3rd August, 2019 at 9.00 a.m. and will end on
nomination facility is available to individual members Tuesday, 6th August, 2019 at 5.00 p.m. During
303
Adani Enterprises Limited
this period, the members of the Company holding Step 4 : Next, enter the Image Verification as
shares either in physical form or in demat form as displayed and Click on Login.
on the Cut-off date i.e. Wednesday, 31st July, 2019,
If you are holding shares in demat form
may cast their vote electronically. The members
and had logged on to then your existing
will not be able to cast their vote electronically
password is to be used.
beyond the date and time mentioned above and
the remote e-voting module shall be disabled for Step 5 : If you are a first time user follow the steps
voting by CDSL thereafter. given below:
v. Once the vote on a resolution is cast by the For members holding shares in demat form
member, he/she shall not be allowed to change it and physical form:
subsequently or cast the vote again.
PAN Enter your 10 digit alpha-
vi. The facility for voting through Ballot Paper or numeric PAN issued by
tab would be made available at the AGM and the Income Tax Department
members attending the meeting who have not Members who have not
already cast their votes by remote e-voting shall updated their PAN with
be able to exercise or their right at the meeting the Company/Depository
through Poll Paper or tab. The members who have Participant are requested
already cast their vote by remote e-voting prior to use the sequence
to the meeting, may also attend the Meeting, but number which is printed on
shall not be entitled to cast their vote again. Attendance Slip indicated in
the PAN field.
vii. The voting rights of the members shall be in
proportion to their share in the paid up equity Dividend Enter the Dividend Bank
share capital of the Company as on the Cut-off Bank Details or Date of Birth
date i.e. Wednesday, 31st July, 2019. Details (in dd/mm/yyyy format)
OR Date as recorded in your demat
viii. The Company has appointed CS Chirag Shah, of Birth account or in the company
Practising Company Secretary (Membership No. (DOB) records in order to login.
FCS: 5545; CP No: 3498), to act as the Scrutinizer
for conducting the remote e-voting process as well If both the details are not
as the voting through Poll Paper at the AGM, in a recorded with the depository
fair and transparent manner. or company please enter the
member id / folio number in
ix. The procedure and instructions for remote e-voting
the Dividend Bank details
are, as follows:
field as mentioned in Step 3.
Step 1 : Open your web browser during the voting
period and log on to the e-voting website: # Please enter the DOB or dividend bank
www.evotingindia.com. details in order to login.
Step 2 : Now click on “Shareholders” to cast your Step 6 : After entering these details appropriately,
votes. click on “SUBMIT” tab.
Step 3 : Now, fill up the following details in the Step 7 : Members holding shares in physical form
appropriate boxes: will then directly reach the Company
selection screen. However, first time user
User-ID a. For CDSL: 16 digits holding shares in demat form will now
beneficiary ID reach ‘Password Creation’ menu wherein
b. For NSDL: 8 Character DP they are required to mandatorily enter their
ID followed by 8 Digits login password in the new password field.
Client ID Kindly note that this password can also be
used by the Demat holders for voting for
c. Members holding shares
resolution of any other Company on which
in physical form should
they are eligible to vote, provided that the
enter the Folio Number
Company opts for e-Voting through CDSL
registered with the
platform. It is strongly recommended not
Company.
If Demat account holder has forgotten the • A scanned copy of the Board Resolution
changed password then Enter the user ID and Power of Attorney (POA) which
and the image verification code and click they have issued in favour of the
on Forgot Password and enter the details Custodian, if any, should be uploaded
as prompted by the System. in PDF format in the system for the
scrutinizer to verify the same.
Step 8 : For members holding shares in physical
form, the details can be used only for x. Members can also cast their vote using CDSL’s
remote e-voting on the resolutions mobile app m-Voting available for android based
contained in this Notice. mobiles. The m-Voting app can be downloaded from
Google Play Store. Please follow the instructions as
Step 9 : Click on EVSN of the Company.
prompted by the mobile app while voting on your
Step 10 : On the voting page, you will see Resolution mobile.
Description and against the same, the
xi. The results declared along with the Scrutinizer’s
option “YES/NO” for voting. Select the
Report shall be placed on the Company’s website
relevant option as desired YES or NO and
www.adanienterprises.com and on the website
click to submit.
of CDSL i.e www.cdslindia.com within forty
Step 11 : Click on the resolution file link if you wish eight hours of the passing of the Resolutions at
to view the entire Notice. the 27th AGM of the Company and shall also be
communicated to the Stock Exchanges where the
Step 12 : After selecting the resolution, you have
shares of the Company are listed.
decided to vote on, click on “SUBMIT”.
A confirmation box will be displayed. If xii. In case you have any queries or issues regarding
you wish to confirm your vote, click on e-voting, you may refer the Frequently Asked
“OK”, else to change your vote, click on Questions (“FAQs”) and e-voting manual available
“CANCEL” and accordingly modify your at www.evotingindia.com, under help section or
vote. Once you “CONFIRM” your vote on write an email to helpdesk.evoting@cdslindia.com.
the resolution, you will not be allowed to
Contact Details:
modify your vote.
Step 13 : You can also take print out of the voting Company : Adani Enterprises Limited
done by you by clicking on “Click here to Regd. Office: “Adani House “,
print” option on the Voting page. Nr. Mithakhali Six Roads, Navrangpura,
Ahmedabad-380 009, Gujarat, India
Step 14 : Instructions for Non – Individual Members
CIN: L51100GJ1993PLC019067
and Custodians:
E-mail ID: investor.relations@adani.in
• Non-Individual members (i.e. other Registrar : Link Intime India Private Limited
than Individuals, HUF, NRI etc.) and and 5th Floor, 506-508,Amarnath Business
Custodian are required to log on to Transfer Centre-1 (ABC-1),
www.evotingindia.com and register Agent Besides Gala Business Centre,
themselves as Corporates. Near St. Xavier’s College Corner,
• A scanned copy of the Registration Off C G Road, Navrangpura,
Form bearing the stamp and sign Ahmedabad - 380009
of the entity should be emailed to Tel: +91-79-26465179
helpdesk.evoting@cdslindia.com. e-Voting : Central Depository Services (India) Limited
Agency E-mail ID: helpdesk.evoting@cdslindia.com
• After receiving the login details, user
Phone : 022- 22723333/ 8588
would be able to link the account(s)
Scrutinizer : CS Chirag Shah
for which they wish to vote on.
Practising Company Secretary
• The list of accounts linked in the E-mail ID: pcschirag@gmail.com
login should be mailed to helpdesk.
305
Adani Enterprises Limited
ANNEXURE TO NOTICE
EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES
ACT, 2013 AND / OR REGULATION 36(3) OF THE SEBI (LISTING OBLIGATIONS AND
DISCLOSURE REQUIREMENTS) REGULATIONS, 2015
For Item No. 4: Mr. Hemant M. Nerurkar was Executive Director of India and
South-East Asia of Tata Steel Limited since April 9, 2009 and
Mr. Hemant Nerurkar was appointed as an Independent was appointed as Managing Director of Tata Steel Limited
Director on the Board of the Company pursuant to the from October 1, 2009. A B.Tech in metallurgical engineering
provisions of Section 149 of the Companies Act, 2013 (“Act”) from the College of Engineering, Pune University,
read with Companies (Appointment and Qualification of Mr. Nerurkar has attended several management courses
Directors) Rules, 2014. He holds office as an Independent in India and overseas, including CEDEP in France. He is
Director of the Company upto August, 2020. associated with several professional organisations, such
as Indian Institute of Metals, INSDAG and AIMA, amongst
The Nomination and Remuneration Committee of the Board
others. Mr. Nerurkar joined Tata Steel on February 1, 1982
of Directors, on the basis of the report of performance
and has held various positions including Chief Metallurgist,
evaluation of Independent Directors has recommended the
Senior Divisional Manager (LD-1), Deputy General Manager
re-appointment of Mr. Hemant Nerurkar as an Independent
(Steel & Primary Mills), General Manager (Marketing),
Director for a second term of 5 (five) consecutive years
Senior General Manager (Supply Chain) and Chief Operating
upto August, 2025 on the Board of the Company
Officer. He has over 35 years of experience in steel industry
The Board, based on the performance evaluation of in various functions. Mr. Nerurkar is an executive with
Independent Directors and as per the recommendation of multifaceted experience ranging from Project Execution,
Nomination and Remuneration Committee considers that Manufacturing, Quality Control, Supply Chain and
given the background and experience and contributions Marketing. He became the Vice President (Flat Products)
made by Mr. Hemant Nerurkar during his tenure, the in November 2002 and in September 2007 was appointed
continued association of Mr. Hemant Nerurkar would be as Chief Operating Officer. During his illustrious career,
beneficial to the Company and it is desirable to continue to Mr. Nerurkar has been conferred with several prestigious
avail his services as an Independent Director. awards such as the ‘Tata Gold Medal 2004’, ‘SMS Demag
Excellence Award 2002’, ‘Steel 80’s Award - 1990’, ‘SAIL
Accordingly, it is proposed to re-appoint Mr. Hemant Gold Medal - 1989’, ‘Visveswaraya Award - 1988’ and ‘NMD
Nerurkar as an Independent Director of the Company not Award 1987’.
liable to retire by rotation and to hold office for a second
term of 5 (five) years on the Board of the Company. The Company has received notice in writing from a member
under Section 160 of the Act proposing the candidature of
Section 149 of the Act prescribes that an independent Mr. Hemant Nerurkar for the office of Independent Director
director of a company shall meet the criteria of independence of the Company.
as provided in Section 149(6) of the Act. Section 149(10) of
the Act provides further that an independent director shall The Company has also received declaration from Mr. Hemant
hold office for a term of up to five consecutive years on the Nerurkar that he meets the criteria of Independence as
Board and shall be eligible for re-appointment on passing a prescribed under Section 149(6) of the Act.
special resolution by the company and disclosure of such
In the opinion of the Board, Mr. Hemant Nerurkar fulfils
appointment in its Board’s report. Section 149(11) provides
the conditions for appointment as Independent Director as
that an independent director may hold office for up to two
specified in the Act.
consecutive terms.
Copy of the draft letter for re-appointment of Mr. Hemant
Mr. Hemant Nerurkar is not disqualified from being
Nerurkar as an Independent Director (Non-Executive)
appointed as Director in terms of Section 164 of the Act
setting out terms and conditions would be available for
and has given his consent to act as Director.
inspection without any fee by the members at the Registered
Brief resume and other details of Mr. Hemant Nerurkar (a) Medical benefit
are provided in annexure to the Notice pursuant to the
All medical expenses incurred for self and family shall be
provision of SEBI (Listing Obligations and Disclosure
reimbursed, as per the policy of the Company.
Requirements) Regulation, 2015 and Secretarial Standard
on General Meetings (“SS-2”), issued by the Institute of (b) Leave Travel Concession
Company Secretaries of India.
For self and family once in a year including one foreign trip
The Board of Directors recommends the said resolution for in accordance with the rules of the Company.
your approval.
(c) Club fees
Mr. Hemant Nerurkar is deemed to be interested in the said
resolution as it relates to his re-appointment. Annual fees of club subject to maximum of two clubs. This
will not include admission and life membership fees.
None of the other Directors or key managerial personnel or
their relatives is, in anyway, concerned or interested in the (d) Personal Accident Insurance
said resolution.
Personal Accident Insurance of an amount in accordance
For Item No. 5: with the rules of the company.
307
Adani Enterprises Limited
The Board of Directors recommends the said resolution for Singapore and transformed it from a single refinery edible
your approval. oil business into a pan India Food Company. He also leads
the Oil & Gas, City Gas Distribution & Agri Infrastructure
Brief resume and other details of Mr. Rajesh S. Adani businesses of the Group. His astute understanding of the
are provided in annexure to the Notice pursuant to the economic environment has helped the group in scaling up
provision of SEBI (Listing Obligations and Disclosure the businesses multi fold.
Requirements) Regulation, 2015 and Secretarial Standard
on General Meetings (“SS-2”), issued by the Institute of Mr. Pranav V. Adani is a Bachelor of Science in Business
Company Secretaries of India. Administration from the Boston University, USA. He is also
an alumnus of the Owners/President Management Program
Mr. Rajesh S. Adani is deemed to be interested in the said of the Harvard Business School, USA.
resolution as it relates to his re-appointment. Mr. Gautam S.
Adani being relative of Mr. Rajesh S. Adani is also interested Mr. Pranav V. Adani has been conferred with several awards,
in the said resolution. Globoil Man of the Year Award 2009 being one of them.
None of the other Directors or key managerial personnel or The Board of Directors felt that it is in interest of the
their relatives is, in any way, concerned or interested in the Company to avail services of Mr. Pranav V. Adani as an
said resolution. Executive Director designated as Director of the Company.
The above may be treated as written memorandum setting Mr. Pranav V. Adani is not disqualified from being appointed
out the terms of re-appointment of Mr. Rajesh S. Adani as Director in terms of Section 164 of the Act and has given
under Section 190 of the Companies Act, 2013. his consent to act as Director.
For Item No. 6: Brief resume and other details of Mr. Pranav V. Adani
are provided in annexure to the Notice pursuant to the
The members at the Twenty Third Annual General Meeting provisions of SEBI (Listing Obligations and Disclosure
of the Company held on 11th August, 2015 had appointed Requirements) Regulation, 2015 and Secretarial Standard
Mr. Pranav V. Adani as an Executive Director designated as on General Meetings (“SS-2”), issued by the Institute of
Director of the Company for a period of 5 years with effect Company Secretaries of India.
from 1st April, 2015 on the terms and conditions as approved
by them. The term of his present appointment will expire on The Board of Directors recommends the said resolution for
31st March, 2020. your approval.
The Nomination & Remuneration Committee at its meeting Mr. Pranav V. Adani is deemed to be interested in the said
held on 29th May, 2019 recommended and the Board at resolution as it relates to his re-appointment.
its meeting held on 29th May, 2019 have re-appointed
Mr. Pranav V. Adani as an Executive Director designated as None of the other Directors or key managerial personnel or
Director of the Company for a further period of five years their relatives is, in anyway, concerned or interested in the
w.e.f. 1st April, 2020 on a remuneration of H 3 Crore (Rupees said resolution.
Three Crore only) gross per annum including salary, perks
The above may be treated as written memorandum setting
and other benefits plus any increment in remuneration
out the terms of appointment of Mr. Pranav V. Adani under
by way of bonus/incentive/performance linked incentive,
Section 190 of the Companies Act, 2013.
if any, payable to Mr. Pranav V. Adani with a liberty to the
Board of Directors and/or Nomination and Remuneration For Item No. 7:
Committee to revise the remuneration without approval
of Shareholders within the prescribed ceiling limit of The members of the Company at Twenty Third Annual
Schedule V and other applicable provisions of the General Meeting held on 11th August, 2015 by way of
Companies Act, 2013. an ordinary resolution had approved the payment of
remuneration by way of commission to non-executive
Mr Pranav V. Adani is liable to retire by rotation and shall director(s), such remuneration not exceeding 1% of the net
not be paid any sitting fees for attending any meetings of profits of the Company for each year for a period of five
Board or committees thereof. years commencing from 1st April, 2015.
Mr. Pranav V. Adani has been active in the group since 1999. Although the approval is valid until 31st March, 2020,
He has been instrumental in initiating & building numerous the resolution proposes to seek approval of members in
new business opportunities across multiple sectors. He has accordance with Section 197 of the Companies Act, 2013
spearheaded the Joint Venture with the Wilmar Group of
(“Act”) in order to continue payment of commission to non- a recognized stock exchange in India or abroad whether
executive director(s). The Board of Directors will determine rupee denominated or denominated in foreign currency by
each year the specific amount to be paid as commission to way of private placement or otherwise.
the Non-Executive Director(s), which shall not exceed 1% of
the net profits of the Company for that year, as computed in The Special Resolution also seeks to empower the Board of
the manner referred to in Section 198 of the Act. Directors to undertake a Qualified Institutional Placement
(QIP) with Qualified Institutional Buyers (QIBs) as defined
The payment of commission would be in addition to the by SEBI under Issue of Capital and Disclosure Requirements
sitting fees payable for attending meetings of Board and Regulations, 2009. The Board of Directors may in their
committees thereof, if any. discretion adopt this mechanism as prescribed under
Chapter VIII of the SEBI (Issue of Capital and Disclosure
The Board of Directors recommends the said resolution for
Requirements) Regulations, 2009. Further in case the
your approval.
Company decides to issue eligible securities within the
All non-executive director(s) of the Company may be meaning of Chapter VIII of the SEBI Regulations to Qualified
deemed to be concerned or interested in this resolution Institutional Investors, it will be subject to the provisions
to the extent of commission that may be payable to them of Chapter VIII of the SEBI Regulations as amended from
from time to time and none of the other Directors or key time to time. The aforesaid securities can be issued at a
managerial personnel or their relatives is, in anyway, price after taking into consideration the pricing formula
concerned or interested in the said resolution. prescribed in Chapter VIII of the SEBI (ICDR) Regulations.
Allotment of securities issued pursuant to Chapter VIII of
For Item No. 8: SEBI Regulations shall be completed within twelve months
from the date of passing of the resolution under Section 42
The Company proposes to have flexibility to infuse and 62 of the Companies Act, 2013. This Special Resolution
additional capital, to tap capital markets and to raise gives (a) adequate flexibility and discretion to the Board
additional long term resources, if necessary in order to to finalise the terms of the issue, in consultation with the
sustain rapid growth in the business, for business expansion Lead Managers, Underwriters, Legal Advisors and experts or
and to improve the financial leveraging strength of the such other authority or authorities as need to be consulted
Company. The proposed resolution seeks the enabling including in relation to the pricing of the Issue which will
authorization of the members to the Board of Directors to be a free market pricing and may be at premium or discount
raise funds to the extent of H 5,000 Crores (Rupees Five to the market price in accordance with the normal practice
Thousand Crores Only) or its equivalent in any one or more and (b) powers to issue and market any securities issued
currencies, in one or more tranches, in such form, on such including the power to issue such Securities in such tranche
terms, in such manner, at such price and at such time as or tranches with/without voting rights or with differential
may be considered appropriate by the Board (including at voting rights.
such premium as may be determined) by way of issuance
of equity shares of the Company (“Equity Shares”) and/or The detailed terms and conditions for the issue of
any instruments or securities including Global Depository Securities will be determined in consultation with the
Receipts (“GDRs”) and/or American Depository Receipts advisors, and such Authority/Authorities as may be required
(“ADRs”) and/or convertible preference shares and/or to be consulted by the Company considering the prevailing
convertible debentures (compulsorily and/or optionally, market conditions and other relevant factors.
fully and/or partly) and/or non-convertible debentures
(or other securities) with warrants, and/or warrants with The consent of the shareholders is being sought pursuant to
a right exercisable by the warrant holder to exchange or the provisions of Section 42, 62 and other applicable provisions
convert such warrants with equity shares of the Company of the Companies Act, 2013 and in terms of the provisions of
at a later date simultaneously with the issue of Foreign the listing agreement executed by the Company with Stock
Currency Convertible Bonds (“FCCBs”) and/or Foreign Exchanges where the Equity Shares of the Company are
Currency Exchangeable Bonds (“FCEBs”) and/or any other listed. Since the resolution involves issue of Equity Shares to
combination of permitted fully and/or partly paid securities/ persons other than existing shareholders, special resolution
instruments/warrants, convertible into or exchangeable for in terms of Section 42 and 62 of the Companies Act, 2013 is
equity shares at the option of the Company and/or holder(s) proposed for your approval. The amount proposed to be raised
of the security(ies) and/or securities linked to equity shares by the Company shall not exceed H 5,000 Crores (Rupees Five
(hereinafter collectively referred to as “Securities”), in Thousand Crores Only).
registered or bearer form, secured or unsecured, listed on
309
Adani Enterprises Limited
The Equity shares, which would be allotted, shall rank in all Auditors) Rules, 2014, the remuneration payable to the
respects pari passu with the existing Equity Shares of the Cost Auditors has to be ratified by the shareholders of the
Company, except as may be provided otherwise under the Company.
terms of issue/offering and in the offer document and/or
offer letter and/or offering circular and/or listing particulars. Accordingly, consent of the members is sought for passing
as an Ordinary Resolution as set out at Item No. 9 of the
The Board of Directors recommends the said resolution for Notice for ratification of the remuneration payable to the
your approval. Cost Auditors for the financial year ending 31st March, 2020.
None of the other Directors or key managerial personnel or The Board of Directors recommends the above resolution
their relatives is, in any way, concerned or interested in the for your approval.
said resolution.
None of the other Directors or key managerial personnel or
For Item No. 9: their relatives is, in any way, concerned or interested in the
said resolution.
The Board, on the recommendation of the Audit Committee,
has approved the re-appointment and remuneration of
M/s. K V Melwani & Associates, Practising Cost Accountants Date : 29th May, 2019 For and on behalf of the Board
as the cost auditors of the Company to conduct the audit Place : Ahmedabad
of the cost records of the Mining Activities of the Company
for the financial year 2019-20, at a fee of H 55,000/- plus Regd. Office: Jatin Jalundhwala
applicable Taxes and reimbursement of out of pocket “Adani House”, Company Secretary &
expenses, as remuneration for cost audit services for the Near Mithakhali Six Roads, Joint President (Legal)
FY 2019-20. Navrangpura,
Ahmedabad - 380 009
In accordance with the provisions of Section 148 of the Gujarat, India.
Companies Act, 2013 read with the Companies (Audit and CIN : L51100GJ1993PLC019067
ANNEXURE TO NOTICE
Details of Directors seeking Appointment / Re-appointment
Name of Age, Date of Qualification Nature of expertise in specific Name of the companies Name of committees in which he
Director Birth functional areas in which he holds holds membership/ chairmanship
(No. of directorship as on as on 31.03.2019
Shares held) 31.03.2019
Mr. 70 years B. Tech in Mr. Hemant M. Nerurkar was • Adani Enterprises • Adani Enterprises Limited^^
Hemant 20.10.1948 Metallurgical Executive Director of India Limited^^ o Audit Committee (Chairman)
Nerurkar (Nil) (Pune and South-East Asia of Tata • Igarashi Motors India o Nomination and
University) Steel Limited since April 9, Limited^^ Remuneration Committee
2009 and was appointed • Crompton Greaves (Chairman)
as Managing Director of Consumer Electricals o Corporate Social
Tata Steel Limited from Limited^^ Responsibility Committee
October 1, 2009. A B.Tech in • NCC Limited^^ (Member)
metallurgical engineering from • Skill Council for Mining
the College of Engineering, Sector • Igarashi Motors India Limited^^
Pune University, Mr. Nerurkar • Tega Industries (SEZ) o Audit Committee (Chairman)
has attended several Limited o Stakeholders’ Relationship
management courses in India • Tega Industries Limited Committee (Member)
and overseas, including CEDEP • Trl Krosaki Refractories o Nomination and
in France. He is associated Limited Remuneration Committee
with several professional • OM Besco Rail (Member)
organisations, such as Indian Products Limited o Corporate Social
Institute of Metals, INSDAG • Trust Asset Responsibility Committee
and AIMA, amongst others. Management Private (Member)
Mr. Nerurkar joined Tata Limited
Steel on February 1, 1982 and • Management & • NCC Limited^^
has held various positions Entrepreneurship and o Audit Committee (Member)
including Chief Metallurgist, Professional Skills o Nomination and
Senior Divisional Manager (LD- Council Remuneration Committee
1), Deputy General Manager • TRL Krosaki China (Member)
(Steel & Primary Mills), General Limited
• Crompton Greaves Consumer
Manager (Marketing), Senior
Electricals Limited^^
General Manager (Supply
Chain) and Chief Operating o Stakeholders’ Relationship
Officer. He has over 35 Committee (Chairman)
years of experience in steel o Audit Committee (Member)
industry in various functions. o Nomination and
Mr. Nerurkar is an executive Remuneration Committee
with multifaceted experience (Member)
ranging from Project o Risk Management Committee
Execution, Manufacturing, (Member)
Quality Control, Supply Chain
and Marketing. He became
the Vice President (Flat
Products) in November 2002
and in September 2007 was
appointed as Chief Operating
Officer. During his illustrious
career, Mr. Nerurkar has
been conferred with several
prestigious awards such as
the ‘Tata Gold Medal 2004’,
‘SMS Demag Excellence Award
2002’, ‘Steel 80’s Award
- 1990’, ‘SAIL Gold Medal -
1989’, ‘Visveswaraya Award -
1988’ and ‘NMD Award 1987’.
311
Adani Enterprises Limited
ANNEXURE TO NOTICE
Details of Directors seeking Appointment / Re-appointment
Name of Age, Date of Qualification Nature of expertise in specific Name of the companies Name of committees in which he
Director Birth functional areas in which he holds holds membership/ chairmanship
(No. of directorship as on as on 31.03.2019
Shares held) 31.03.2019
Mr. 54 years B. Com. Mr Rajesh S. Adani has been • Adani Enterprises • Adani Enterprises Limited^^
Rajesh S. 07.12.1964 associated with Adani Group Limited^^ o Corporate Social
Adani (1) # since its inception. He is in • Adani Ports and Responsibility Committee
charge of the operations Special Economic Zone (Chairman)
of the Group and has been Limited^^ o Risk Management Committee
responsible for developing • Adani Power Limited ^^ (Chairman)
its business relationships. • Adani Transmission o Stakeholders’ Relationship
His proactive, personalized Limited^^ Committee (Member)
approach to the business • Adani Green Energy o Audit Committee (Member)
and competitive spirit has Limited^^
helped towards the growth • Adani Wilmar Limited • Adani Ports and Special
of the Group and its various • Adani Welspun Economic Zone Limited^^
businesses. Exploration Limited o Audit Committee (Member)
• Adani Institute o Stakeholders’ Relationship
for Education and Committee (Chairman)
Research [Section 8 o Nomination & Remuneration
Company] Committee (Member)
o Sustainability & Corporate
Social Responsibility
Committee (Chairman)
o Risk Management Committee
(Chairman)
ANNEXURE TO NOTICE
Details of Directors seeking Appointment / Re-appointment
Name of Age, Date of Qualification Nature of expertise in specific Name of the companies Name of committees in which he
Director Birth functional areas in which he holds holds membership/ chairmanship
(No. of directorship as on as on 31.03.2019
Shares held) 31.03.2019
Mr. 40 years B.B.A. Mr. Pranav V. Adani has been • Adani Enterprises • Adani Enterprises Limited^^
Pranav V. 09.08.1978 active in the group since 1999. Limited^^ o Risk Management Committee
Adani (Nil) He has been instrumental in • Adani Gas Limited^^ (Member)
initiating & building numerous • Adani Wilmar Limited o Stakeholders’ Relationship
new business opportunities • Adani Welspun Committee (Member)
across multiple sectors. He has Exploration Limited o Corporate Social
spearheaded the Joint Venture • Adani Synenergy Responsibility Committee
with the Wilmar Group of Limited (Member)
Singapore and transformed it • Adani Bunkering
from a single refinery edible oil Private Limited • Adani Gas Limited^^
business into a pan India Food • Adani Properties o Risk Management Committee
Company. He also leads the Oil Private Limited (Chairman)
& Gas, City Gas Distribution • Adani Infrastructure o Corporate Social
& Agri Infrastructure and Developers Private Responsibility Committee
businesses of the Group. His Limited (Member)
astute understanding of the • Adani Agri Fresh o Stakeholders’ Relationship
economic environment has Limited Committee (Member)
helped the group in scaling up • Adani Agri Logistics
the businesses multi fold. Limited • Adani Agri Fresh Limited
For other details such as number of meetings of the board attended during the year, remuneration drawn and relationship with
other directors and key managerial personnel in respect of above directors, please refer to the Corporate Governance Report
The Ministry of Corporate Affairs has taken a “Green Initiative in the Corporate Governance” by allowing paperless
compliances by the companies and has issued circulars stating that service of notice / documents including Annual
Report can be sent by e-mail to its members. To support this green initiative of the Government in full measure,
members who have not registered their e-mail addresses, so far, are requested to register their e-mail addresses, in
respects of electronic holding with the depository through their concerned Depository Participants.
313
Adani Enterprises Limited
Dr
.V
ikr
am
Sa
ra
bha
iM
ar
g
(A
m
ba
wa Panjarapole
di
-II Cross Road
M
-A
Ro
ad
)
Sahajanand
College
Kamdhenu
Complex Am
ba
Venue Distance from w
ad
Railway Station 8 km approx. i(
1.6
Airport 14 km approx. km
)
Proxy Form
[Pursuant to Section 105(6) of the Companies Act, 2013 and Rule 19(3) of the Companies (Management and
Administration) Rules, 2014]
CIN : L51100GJ1993PLC019067
Registered Address :
Email ID :
Folio No/Client ID :
DP ID :
I / We, being the member(s) of ...........................shares of the above named company, hereby appoint:
1. Name .................................................................................................................................................................................................
Address .................................................................................................................................................................................................
E-mail ID .................................................................................................................................................................................................
2. Name .................................................................................................................................................................................................
Address .................................................................................................................................................................................................
E-mail ID .................................................................................................................................................................................................
3. Name .................................................................................................................................................................................................
Address .................................................................................................................................................................................................
E-mail ID .................................................................................................................................................................................................
Ordinary Business:
1. Adoption of audited financial statements (including consolidate financial statements) for the financial year ended
31st March, 2019 (Ordinary Resolution).
3. Re-appointment of Mr. Rajesh S. Adani (DIN: 00006322), as a Director of the Company who retires by rotation (Ordinary
Resolution).
Special Business:
4. Re-appointment of Mr. Hemant Nerurkar (DIN: 00265887), as an Independent Director (Special Resolution).
5. Re-appointment of Mr. Rajesh S. Adani (DIN: 00006322), as Managing Director (Ordinary Resolution).
6. Re-appointment of Mr. Pranav V. Adani (DIN: 00008457), as an Executive Director designated as Director (Ordinary
Resolution).
7. Approval for payment of commission to the Non-Executive Director(s) including Independent Director(s) of the Company
(Ordinary Resolution).
8. Approval of offer or invitation to subscribe to Securities for an amount not exceeding H 5,000 Crores (Special Resolution).
Affix H 1
Signature of Shareholder: _______________ Revenue
Stamp
Signature of Proxy holder(s): ________________
Note: This form of proxy in order to be effective should be duly completed and deposited at the registered office of the
Company not less than 48 hours before the commencement of the Meeting.
Adani Enterprises Limited
Regd. Office: “Adani House”, Nr. Mithakhali Six Roads, Navrangpura,
Ahmedabad – 380 009, Gujarat, India
CIN: L51100GJ1993PLC019067
Attendance Slip
Full name of the member attending............................................................................................................................................................
I hereby record my presence at the 27th Annual General Meeting held at H. T. Parekh Hall, AMA Complex, ATIRA, Dr. Vikram
Sarabhai Marg, Ahmedabad - 380 015 on Wednesday, 7th August, 2019 at 11:30 a.m.
We have exercised utmost care in the preparation of this report. It contains forecasts and/or information relating to forecasts. Forecasts are
based on facts, expectations, and/or past figures. As with all forward looking statements, forecasts are connected with known and unknown
uncertainties, which may mean the actual result deviate significantly from the forecast. Forecasts prepared by the third parties, or data or
evaluations used by third parties and mentioned in this communication, may be inappropriate, incomplete, or falsified. We cannot assess whether
information in this report has been taken from third parties, or these provide the basis of our own evaluations, such use is made known in this
report. As a result of the above mentioned circumstances, we can provide no warranty regarding the correctness, completeness, and upto-date
nature of information taken, and declared as being taken, from third parties, as well as for forward looking statements, irrespective of whether
these derive from third parties or ourselves. Readers should keep this in mind. We undertake no obligation to publicly update any forward-looking
statements, whether as a result of new information, future events or otherwise.
Adani Enterprises Limited
Adani House,
a K&A creation | www.kalolwala.co.in
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