Dear Shareholders,
Your Directors are pleased to present the 25th Annual Report
along with the Audited Financial Statements of your
Company for the financial year ended March 31, 2024 ("FY 2023-24/
FY24").
Financial Performance
The Audited Financial Statements of your Company as on March 31, 2024,
are prepared in accordance with the relevant applicable Indian Accounting Standards
("Ind AS") and Regulation 33 of the Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing
Regulations") and the provisions of the Companies Act, 2013 ("Act").
The summarized financial highlight isdepicted below:
(Rs in crore)
|
Consolidated |
Standalone |
Particulars |
|
|
|
|
|
2023-24 |
2022-23 |
2023-24 |
2022-23 |
Revenue from operations |
26,710.56 |
20,851.91 |
6,806.66 |
5,237.15 |
Other Income |
1,499.42 |
1,552.71 |
1,977.36 |
2,998.79 |
Total Income |
28,209.98 |
22,404.62 |
8,784.02 |
8,235.94 |
Expenditure other than Depreciation and
Finance cost |
10,846.64 |
8,018.46 |
2,382.04 |
1,966.50 |
Finance Cost |
|
|
|
|
- Interest and Bank Charges |
2,784.41 |
2,593.62 |
2,766.78 |
2,769.50 |
- Derivative Gain (net) |
(51.47) |
(230.98) |
(3.80) |
(89.11) |
- Foreign Exchange (Gain) / Loss (net) |
112.82 |
1,886.32 |
451.49 |
2,446.14 |
Depreciation and Amortisation Expenses |
3,888.46 |
3,424.71 |
655.59 |
612.98 |
Total Expenditure |
17,580.86 |
15,692.13 |
6,252.10 |
7,706.01 |
Profit before share of
Profit/ (Loss) from joint ventures, exceptional items and tax |
10,629.12 |
6,712.49 |
2,531.92 |
529.93 |
Share of Profit/(Loss) from joint venture
(net) |
(161.69) |
47.78 |
- |
- |
Profit before exceptional items and tax |
10,467.43 |
6,760.27 |
2,531.92 |
529.93 |
Add/(Less):- Exceptional Items |
(373.70) |
(1,273.38) |
- |
(1,558.16) |
Total Tax Expense/(Credit) |
1,989.74 |
96.04 |
793.57 |
(548.80) |
Profit/(Loss) for the year |
8,103.99 |
5,390.85 |
1,738.35 |
(479.43) |
Other Comprehensive (Loss)/Income (net of
tax) |
(31.45) |
(557.33) |
(6.81) |
6.57 |
Total Comprehensive
(Loss)/Income for the year (net of tax) |
8,072.54 |
4,833.52 |
1,731.54 |
(472.86) |
Attributable to: |
|
|
|
|
Equity holders of the parent |
8,070.53 |
4,745.34 |
- |
- |
Non-controlling interests |
2.01 |
88.18 |
- |
- |
1. There are no material changes and commitments affecting the
financial position of your Company which have occurred between the end of the financial
year and the date of this report.
2. Previous year figures have been regrouped/re-arranged wherever
necessary.
3. There has been no change in nature of business of your Company.
Performance Highlights
Your Company handled record cargo throughput of 420 MMT in FY24 with
24% YoY growth. Mundra Port continues to be India?s largest seaport with 180 MMT of
total cargo handled during the year under review. The key aspects of your Company?s
operational performance during the FY24 are as follows:
Ports: y Domestic cargo volumes grew 21% YoY vs 7.5% growth in
India?s cargo volumes. y The overall container volumes jumped to ~9.7 million
TEUs (+13% YoY), including ~7.4 million TEUs at Mundra Port alone. y 10 domestic
ports in APSEZ portfolio recorded their highest ever cargo volumes. y Mundra Port
berthed one of the largest container ships ever MV MSC Hamburg, 399 m long and 54 m
wide, with a carrying capacity of 15,908 TEUs and a current reported draught of 12 m. y
Progressively, non-Mundra ports volume share in APSEZ ports portfolio is growing. In FY24,
Mundra port?s volume share in APSEZ?s total volumes (excluding Haifa) was 44%,
vs 46% in
FY23. This indicates volume diversification and reduction in
concentration risk. Similar trends were also witnessed in APSEZ ports? container
volumes, Mundra Port?s share in APSEZ total container volumes (excluding
Haifa) has come down to 76% in FY24 from 77% in FY23. Also, the cargo volume share of east
coast ports has increased to 43% in FY24 from 39% previous year.
Logistics: y Record containers transported through rail during the
year with growth of 19% YoY to reach 5,97,507 TEUs. y Bulk cargo witnessed a strong
growth with 40% YoY increase and recorded its highest ever GPWIS cargo volumes of 20.1
MMT. y Added 34 rakes taking total rakes count to 127. y Commissioned Loni,
Valvada, and Virochannagar MMLPs, during the year taking the total count to 12.
y Operational silo capacity increased to ~1.2 MMT with the
commissioning of Samastipur and Darbhanga agri silos commissioned during the
year. y Total warehousing capacity increased to 2.4 Mn Sq Ft during the year
with addition of warehouses at Mumbai and Indore.
The detailed operational performance of your Company has been
comprehensively discussed in the Management Discussion and Analysis Report, which forms
part of this Integrated Annual Report.
Credit Rating
The Company?s financial discipline and prudence is reflected in
the strong credit ratings ascribed by rating agencies. The details of credit rating are
disclosed in the Corporate Governance Report, which forms part of this Integrated Annual
Report.
Dividend and Reserves
Dividend
Your Directors have recommended a dividend of Rs 6 (300%) per Equity
Share of Rs 2 each and 0.01% dividend on 0.01% Non-Cumulative Redeemable Preference
Shares of Rs 10 each for FY24. The dividend is subject to approval of shareholders at the
ensuing Annual General Meeting (AGM) and shall be subject to deduction of tax at source.
The dividend, if approved by the shareholders, would involve a cash outflow of
Rs 1,296.08 crore.
Dividend Distribution Policy
The Dividend Distribution and Shareholder Return Policy, in terms of
Regulation 43A of the SEBI Listing Regulations is available on your Company?s website
on https:// www.adaniports.com/-/media/Project/Ports/Investor/ corporate
governance/Policies/Dividend-Distribution-and-Shareholder-Return-Policy.pdf. The current
year lower payout ratio is because of the recently and voluntarily adopted program to
maintain a lower leverage of upto 2.5x EBIDTA.
Unclaimed Dividends
Details of outstanding and unclaimed dividends previously declared and
paid by the Company are given under the Corporate Governance Report, which forms part of
this Integrated Annual Report.
Transfer to Reserves
As permitted under the Act, the Board does not propose to transfer any
amount to General Reserves. The closing balance of the retained earnings of your Company
for FY24, after all appropriations and adjustments, was
Rs 15,204.42 crore.
Share Capital
During the year under review, there was no change in the authorized and
paid-up share capital of your Company. The authorized share capital of your Company is Rs
2,100 crore and paid-up share capital of your Company is
Rs 434.53 crore.
Non-Convertible Debentures (NCDs)
During the year under review, your Company has issued and allotted
50,000 rated, listed, secured redeemable NCDs of face value of Rs 1 lakh each aggregating
to Rs 500 crore on a private placement basis.
Your Company has outstanding Listed, Secured Redeemable NCDs of face
value of Rs 10 lakh each aggregating to Rs 7,252 crore. These NCDs are listed on the
wholesale debt market segment of BSE Limited. During the year under review, your Company
redeemed 16,000 NCDs of face value of Rs 10 lakh each aggregating to Rs 1,600 crore.
Buyback of Senior Unsecured Notes (Senior Notes?) - Rule
144A/Regulation
The Board approved the proposal to buy back 3.375% US$ 650 million
Senior Notes due in 2024 in one or more tranches. During the year under review, your
Company completed tranche II of early settlement of Senior Notes tendered pursuant to the
Tender Offer to purchase for cash up to US$ 195 million, cumulatively aggregating to USD
325 million. For the remaining outstanding Senior Notes, the Company may choose to either
accelerate or defer this plan subject to its own liquidity position and the market
conditions and further subject to the terms, including the pricing and market dynamics.
Strategic Acquisitions/Divestment
y Your Company had entered into a Share Purchase Agreement for sale
of its investment of 49% in Adani Ennore Container Terminal Private Limited, a wholly
owned subsidiary, on December 14, 2023.
The completion of which is subject to fulfillment of certain conditions
precedents. y Your Company has entered into a definitive agreement on March 25,
2024 to acquire 95% stake of Gopalpur Ports Limited ("GPL") from the existing
shareholders of GPL. The completion of which is subject to fulfillment of certain
conditions precedents.
Public Deposits
There were no outstanding deposits within the meaning of Section 73 and
74 of the Act read with rules made thereunder at the end of FY24 or the previous financial
years. Your Company did not accept any deposit during the year under review.
Particulars of loans, guarantees or investments
The provisions of Section 186 of the Act, with respect to a loan,
guarantee, investment or security are not applicable to your Company, as your Company is
engaged in providing infrastructural facilities which is exempted under Section 186 of the
Act. The particulars of loans, guarantee and investments made during the year under
review, are given in the notes forming part of the financial statements.
Subsidiaries, Joint Ventures and Associate Companies
A list of subsidiaries / associates / joint ventures of your Company is
provided as part of the notes to the consolidated financial statements.
During the year under review, the following entities were
formed/acquired by the Company / subsidiaries / joint ventures:
Poseidon Leasing IFSC Limited
Udanvat Leasing IFSC Limited
Mandhata Build Estate Private Limited
Nabhganga Enterprises Private Limited
Griptronics Enterprises Private Limited
Adrita Realtors Private Limited
Agratas Projects Private Limited
Dependencia Infrastructure Private Limited
IAV Urja Services Limited
Veracity Supply Chain Private Limited
East Africa Gateway Ltd., Abu Dhabi
Harbour Services Lanka (Pvt) Ltd., Sri Lanka
During the year under review, the following entities ceased to be
subsidiary/joint venture/associate of the Company:
Adani Krishnapatnam Container Terminal Private Limited (wholly
owned subsidiary of Adani Krishnapatnam Port Limited)
PT IOT EPC Indonesia (subsidiary company of Indianoil Adani
Ventures Limited)
IndianOil Adani Venture Limited, JV entity has incorporated IAV Udaan
Limited as wholly owned subsidiary company on April 19, 2024.
Adani Agri Logistics Limited (AALL?), a step-down subsidiary
of the Company has acquired 100% stake of Kliptek Projects Private Limited on April 26,
2024, Nihita Green Energy Private Limited and Vidip Realtors Private Limited on April 29,
2024.
Pursuant to the provisions of Section 129, 134 and 136 of the Act read
with rules made thereunder and Regulation 33 of the SEBI Listing Regulations, your Company
has prepared consolidated financial statements of the
Company and a separate statement containing the salient features of
financial statement of subsidiaries, joint ventures and associates in Form AOC-1, which
forms part of this Integrated Annual Report.
The annual financial statements and related detailed information of the
subsidiary companies shall be made available to the shareholders of the holding and
subsidiary companies seeking such information on all working days during business hours.
The financial statements of the subsidiary companies shall also be kept for inspection by
any shareholders during working hours at your Company?s registered office and that of
the respective subsidiary companies concerned. In accordance with Section 136 of the Act,
the audited financial statements, including consolidated financial statements and related
information of your Company and audited accounts of each of its subsidiaries, are
available on website of your Company (www.adaniports.com).
Material Subsidiaries
Based on Financial Statement as on March 31, 2024, the Company has 7
(Seven) unlisted material subsidiaries. Your Company has formulated a policy for
determining material subsidiaries. The policy is available on your Company?s website
and link for the same is given in Annexure-A of this report.
Pursuant to Section 134 of the Act read with rules made thereunder, the
details of developments at the level of subsidiaries and joint ventures of your Company
are covered in the Management Discussion and Analysis Report, which forms part of this
Integrated Annual Report.
Directors and Key Managerial Personnels
As of March 31, 2024, your Company?s Board had eleven members
comprising of three Executive Directors, two Non-Executive and Non-Independent Directors
and six Independent Directors including two Women Directors. The details of Board and
Committee composition, tenure of directors, and other details are available in the
Corporate Governance Report, which forms part of this Integrated Annual Report.
In terms of the requirement of the SEBI Listing
Regulations, the Board has identifiedcore skills, expertise, and
competencies of the Directors in the context of the Company?s business for effective
functioning. The key skills, expertise and core competencies of the Board of Directors are
detailed in the Corporate Governance Report, which forms part of this Integrated Annual
Report.
Appointment/Cessation/Change in Designation of Directors
During the year under review, following changes took place in the
Directorships:
Appointment:
Mr. Rajkumar Beniwal, IAS (DIN: 07195658), Vice Chairman & CEO,
Gujarat Maritime Board was appointed as an Additional Director of your Company w.e.f.
November 9, 2023. His appointment was approved by the shareholders in the Extra Ordinary
General Meeting held on January 6, 2024.
Mr. Ashwani Gupta (DIN: 10455435) was appointed as Chief Executive
Officer and Whole Time Director of the Company w.e.f. January 4, 2024 and January 5, 2024,
respectively. His appointment was approved by the shareholders through Postal Ballot on
April 2, 2024.
Mrs. M. V. Bhanumathi (DIN: 10172983) was appointed as an
Additional Director (Non
Executive Independent) of the Company w.e.f. February 28, 2024. Her
appointment was approved by the shareholders through Postal Ballot on April 2, 2024.
Change in designation:
Mr.GautamAdani(DIN:00006273)wasredesignated as Executive Chairman
w.e.f. January 4, 2024 for remaining period of his appointment.
Mr. Karan Adani (DIN: 03088095) was redesignated as Managing
Director of the Company w.e.f. January 4, 2024 for the remaining period of his
appointment.
Cessation:
Mr. Ranjitsinh B. Barad, IAS (DIN:07559958), representing Gujarat
Maritime Board, resigned as Director of the Company w.e.f. June 23, 2023.
Dr. Malay Mahadevia (DIN: 00064110) resigned as Director of the
Company w.e.f. January 3, 2024.
Mrs. Nirupama Rao (DIN: 06954879) ceased as an Independent Director
of the Company w.e.f. April 21, 2024 on completion of her tenure.
The Board places on record the deep appreciation for valuable services
and guidance provided by Mr. Ranjitsinh Barad, IAS, Dr. Malay Mahadevia and Mrs. Nirupama
Rao during their tenure of directorship.
Re-appointment of Director(s) retiring by rotation
In accordance with the provisions of Section 152 of the Act, read with
rules made thereunder and Articles of Association of your Company, Mr. Karan Adani (DIN:
03088095) is liable to retire by rotation at the ensuing AGM and being eligible, offers
himself for re-appointment. The Board recommends the re-appointment of Mr. Karan Adani as
Director for your approval. Brief details, as required under Secretarial Standard-2 and
Regulation 36 of SEBI Listing Regulations, are provided in the Notice of AGM.
Declaration from Independent Directors
Your Company has received declarations from all the
Independent Directors of your Company confirming that they meet the
criteria of independence as prescribed under Section 149(6) of the Act and Regulation
16(1) (b) of the SEBI Listing Regulations and there has been no change in the
circumstances which may affect their status as an Independent Director. The Independent
Directors have also given declaration of compliance with Rules 6(1) and 6(2) of the
Companies (Appointment and
Qualification of Directors) Rules, 2014, with respect to their name
appearing in the data bank of Independent Directors maintained by the Indian Institute of
Corporate Affairs.
Key Managerial Personnel:
As on the date of this report, following are Key Managerial Personnel
("KMPs") of the Company as per Sections 2(51) and 203 of the Act:
Mr. Gautam S. Adani, Executive Chairman
Mr. Karan Adani, Managing Director
Mr. Ashwani Gupta, Whole Time Director & CEO
Mr. D. Muthukumaran, Chief Financial Officer
Mr. Kamlesh Bhagia, Company Secretary
Committees of Board
As required under the Act and the SEBI Listing Regulations, your
Company has constituted various statutory committees. Additionally, the Board has formed
other governance committees and sub-committees to review specific business operations and
governance matters including any specific items that the Board may decide to delegate. As
on March 31, 2024, the Board has constituted the following committees / sub-committees.
Statutory Committees:
Audit Committee
Nomination and Remuneration Committee
Stakeholders Relationship Committee
Risk Management Committee
Corporate Social Responsibility Committee
Governance Committees:
Corporate Responsibility Committee
Information Technology & Data Security Committee
Legal, Regulatory & Tax Committee
Reputation Risk Committee
Merger & Acquisitions Committee
Details of all the committees such as terms of reference, composition,
and meetings held during the year under review are disclosed in the Corporate Governance
Report, which forms part of this Integrated Annual Report.
Number of meetings of the Board
The Board met 10 (ten) times during the year under review. The
intervening gap between the meetings did not exceed 120 days, as prescribed under the Act
and SEBI Listing Regulations. The details of board meetings and the attendance of the
Directors are provided in the Corporate Governance Report, which forms part of this
Integrated Annual Report.
Independent Directors? Meeting
The Independent Directors met on March 29, 2024, without the attendance
of Non-Independent Directors and members of the management. The Independent Directors
reviewed the performance of Non-Independent Directors, the Committees and the Board as a
whole along with the performance of the Chairman of your Company, taking into
account the views of Executive Directors and Non-Executive Directors and assessed the
quality, quantity and timeliness of flow of information between the management and the
Board that is necessary for the Board to effectively and reasonably perform their duties.
Board Evaluation
The Nomination and Remuneration Committee (NRC) engaged Talentonic HR
Solutions Private Limited, an external advisory company, to facilitate the evaluation and
effectiveness process of the Board, its committees and individual Directors for FY24.
A detailed Board effectiveness assessment questionnaire was developed
by the external advisory company based on the criteria and framework adopted by the Board.
Virtual meetings were organized with the Directors and discussions were held on three key
themes i.e. strategic direction, t-for-use and focus on environment, social and
governance.
The results of the evaluation showed high level of commitment and
engagement of Board, its various committees and senior leadership. The recommendations
arising from the evaluation process were discussed at the Independent Directors?
meeting held on March 29, 2024 and also at the NRC meeting and Board meeting held on May
1, 2024 and May 2, 2024, respectively. The suggestions were considered by the Board to
optimize the effectiveness and functioning of the Board and its committees.
Board Familiarisation and Training Programme
The Board is regularly updated on changes in statutory provisions, as
applicable to your Company. The Board is also updated on the operations, key trends and
risk universe applicable to your Company?s business. These updates help the Directors
in keeping abreast of key changes and their impact on your Company. An annual strategy
retreat is conducted by your Company where the Board provides its inputs on the business
strategy and long- term sustainable growth for your Company. Additionally, the Directors
also participate in various programmes /meetings where subject matter experts apprise the
Directors on key global trends. The details of such programmes are provided in the
Corporate Governance Report, which forms part of this Integrated Annual Report.
Policy on Directors? appointment and remuneration
Pursuant to Section 178(3) of the Act, your Company has framed a policy
on Directors? appointment and remuneration and other matters ("Remuneration
Policy") which is available on the website of your Company at
https://www.adaniports.com/Investors/ Corporate-Governance.
The Remuneration Policy for selection of Directors and determining
Directors? independence sets out the guiding principles for the NRC for identifying
the persons who are qualified to become the Directors.Your Company?s Remuneration
Policy is directed towards rewarding performance based on review of achievements. The
Remuneration Policy is in consonance with existing industry practice.
We affirm that the remuneration paid to the Directors is as per the
terms laid out in the Remuneration Policy.
Board Diversity
The Company recognizes and embraces the importance of a diverse Board
in its success. The Board has adopted the Board Diversity Policy which sets out the
approach to the diversity of the Board of Directors. The said Policy is available on your
Company?s website and link for the same is given in Annexure-A of this report.
Succession Plan
Your Company has an effective mechanism for succession planning which
focuses on orderly succession of Directors, Key Management Personnel and Senior
Management. The NominationandRemunerationCommitteeimplements this mechanism in concurrence
with the Board.
Directors? Responsibility Statement
Pursuant to Section 134(5) of the Act, the Board, to the best of their
knowledge and based on the information and explanations received from the management of
your Company, confirm that: a. inthepreparationoftheAnnualFinancialStatements, the
applicable accounting standards have been followed and there are no material departures;
b. they have selected such accounting policies and applied them consistently and
judgements and estimates that are reasonable and prudent so as to give a true and fair
view of the state of affairs of the
Company at the end of the financial year and of the profit of the
Company for that period; c. proper and sufficient care has been taken for the maintenance
of adequate accounting records in accordance with the provisions of the Act for
safeguarding the assets of the Company and for preventing and detecting fraud and other
irregularities; d. the annual financial on a going concern basis; e. they have laid down
internal financial controls to be followed by the Company and that such internal financial
operating effectively; f. proper systems have been devised to ensure compliance with the
provisions of all applicable laws and that such systems are adequate and operating
effectively.
Internal Financial control system and their adequacy
The details in respect of internal financial controls and their
adequacy are included in the Management Discussion and Analysis Report, which forms part
of this Integrated Annual Report.
Risk Management
The Company has a structured Risk Management Framework, designed to
identify, assess and mitigate risks appropriately. The Board has formed a Risk Management
Committee (RMC) to frame, implement and monitor the risk management plan for the Company.
The RMC is responsible for reviewing the risk management plan and ensuring its
effectiveness. The Audit Committee has additional oversight in the area of financial risks
and controls. The major risks identified by the businesses are systematically addressed
through mitigation actions on a continual basis. Further details on the Risk Management
activities, including the implementation of risk management policy, key risks identified
and their mitigations are covered in Management Discussion and Analysis Report, which
forms part of this Integrated Annual Report.
Board policies
The details of various policies approved and adopted by the Board as
required under the Act and SEBI Listing Regulations are provided in Annexure A
to this report.
Corporate Social Responsibility (CSR)
The details of the CSR Committee are provided in the Corporate
Governance Report, which forms part of this Integrated Annual Report. The CSR policy is
available on the website of your Company at
https://www.adaniports.com/-/media/Project/Ports/
Investor/corporate-governance/Policies/Code-of-Conduct.pdf. The Annual Report on CSR
activities is annexed and forms part of this report.
The Chief Financial Officer of your Company that CSR spends of your
Company for FY24 have been utilized for the purpose and in the manner approved by the
Board of your Company. havebeenprepared
Management Discussion and Analysis
The Management Discussion and Analysis Report for the year under
review, as stipulated under the SEBI Listing are adequate and
Regulations, is presented in a section forming part of this Integrated
Annual Report.
Corporate Governance Report
Your Company is committed to maintain highest standards of corporate
governance practices. The Corporate Governance Report, as stipulated by SEBI Listing
Regulations, forms part of this Integrated
Annual Report along with the required certificate from a Practicing
Company Secretary, regarding compliance of the conditions of corporate governance, as
stipulated. In compliance with corporate governance requirements as per the SEBI Listing
Regulations, your Company has formulated and implemented a Code of Conduct for all Board
members and senior management personnel of your Company ("Code of Conduct"), who
have affirmed the compliance thereto. The Code of Conduct is available on the website of
your Company at https:// www.adaniports.com/corporate-governance/Policies/
Code_of_Conduct.pdf
Business Responsibility & Sustainability
Report (BRSR)
In accordance with the SEBI Listing Regulations, the BRSR for the FY
24, describing the initiatives taken by your Company from an environment, social and
governance (ESG) perspective, forms part of this Integrated Annual Report. In addition to
BRSR, the Integrated Annual Report of the Company provides an insight on various ESG
initiatives adopted by the Company.
Annual Return
Pursuant to Section 134(3)(a) of the Act, the draft annual return as on
March 31, 2024 prepared in accordance with Section 92(3) of the Act is made available on
the website of your Company and can be accessed using the
https://www.adaniports.com/-/media/Project/
Ports/Investor/Investor-Downloads/Annual-Return/ Annual-Return-2024.pdf.
Transactions with Related Parties
All transactions with related parties are placed before the Audit
Committee for its approval. An omnibus approval from Audit Committee is obtained for the
related party transactions which are repetitive in nature.
All transactions with related parties entered into during the year
under review were at arm?s length basis and in the ordinary course of business and in
accordance with the provisions of the Act and the rules made thereunder, the SEBI Listing
Regulations and your Company?s Policy on Related Party Transactions.
The Audit Committee comprises solely of the Independent Directors of
your Company. The members of the Audit Committee abstained from discussing and voting in
the transaction(s) in which they were interested.
During the year, your Company has not entered into any transactions
with related parties which could be considered material in terms of Section 188 of the
Act. Accordingly, the disclosure of related party transactions as required under Section
134(3)(h) of the Act, in Form AOC 2, is not applicable.
During the year, the material related party transactions pursuant to
the provisions of Regulation 23 of the SEBI Listing Regulations had been duly approved by
the shareholders of the Company in the Extra Ordinary General Meeting held on January 6,
2024.
Your Company did not enter into any related party transactions during
the year under review, which could be prejudicial to the interest of minority
shareholders. The Policy on Related Party Transactions is available on your Company?s
website and can be accessed using the link https://www.adaniports.com/Investors/
Corporate-Governance.
Pursuant to the provisions of Regulation 23 of the
SEBI Listing Regulations, your Company has filed half yearly reports to
the stock exchanges, for the related party transactions.
Statutory Auditors & Auditors? Report
M/s. Deloitte Haskins & Sells LLP, Chartered Accountants (Firm
Registration No 117366W/W-100018) resigned causing a casual vacancy as Statutory Auditor
of the Company w.e.f. August 12, 2023.
Your Company appointed M/s. M S K A & Associates,
Chartered Accountants (firm registration no.
105047W) as the Statutory Auditors of the Company to fill the casual
vacancy till the dateof ensuing AGM. In pursuance of the recommendation received from
Audit Committee of the Company, the Board has approved appointment of M/s. M S K A &
Associates, Chartered
Accountants (firm registration no. 105047W) as the Statutory Auditors
of the Company for a period of 5 years from conclusion of ensuing AGM to conclusion of AGM
to be held in calendar year 2029 subject to approval of Shareholders at the ensuing AGM.
The Notes to the financial statements referred in the
Auditors? Report are self-explanatory.
Secretarial Audit Report
Pursuant to the provisions of Section 204 of the Act, read with the
rules made thereunder, the Board re-appointed Mr. Ashwin Shah, Practicing Company
Secretary, to undertake the Secretarial Audit of your Company for FY24. The Secretarial
Audit Report for the year under review is provided as Annexure-B of this report.
Explanation to Statutory and Secretarial Auditors? Comment:
The Statutory Auditor?s and Secretarial Auditor?s
qualifications have been appropriately dealt with in Note No. 44 of the standalone
financial statements and Note No. 54 of the consolidated financial statements.
Secretarial Audit of Material Unlisted Indian Subsidiary
As per the requirements of SEBI Listing Regulations, the Practicing
Company Secretaries appointed by respective material subsidiaries of the Company undertook
secretarial audit of these subsidiaries for FY24. Each secretarial audit report confirms
that the relevant material subsidiary has complied with the provisions of the Act, rules,
regulations and guidelines and that there were no deviations or non- compliances. The
secretarial audit reports of each material subsidiary forms part of this Integrated Annual
Report.
Secretarial Standards
During the year under review, your Company has complied with all the
applicable provisions of Secretarial Standard-1 and Secretarial Standard-2 issued by the
Institute of Company Secretaries of India.
Reporting of frauds by Auditors
During the year under review, the Statutory Auditors and Secretarial
Auditor of your Company have not reported any instances of fraud committed in your Company
by Company?s officers or employees, to the Audit Committee, as required under Section
143(12) of the Act.
Particulars of Employees
Your Company had 1,192 (standalone basis) employees as of March 31,
2024.
The information required under Section 197 of the Act, read with rule
5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014,
relating to percentage increase in remuneration, ratio of remuneration of each Director
and Key Managerial Personnel to the median of employees? remuneration are provided in
Annexure-C of this report.
The statement containing particulars of employees, as required under
Section 197 of the Act, read with rule 5(2) of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014, is provided in a separate annexure forming part of
this report. However, in terms of Section 136 of the Act, the Integrated Annual Report is
being sent to the shareholders and others entitled thereto, excluding the said annexure,
which is available for inspection by the shareholders at the
Registered Office of your Company on working days of your Company. If
any shareholder is interested in obtaining a copy thereof, such shareholder may write to
the Company Secretary in this regard.
Prevention of Sexual Harassment at Workplace
As per the requirement of The Sexual Harassment of Women at Workplace
(Prevention, Prohibition & Redressal) Act, 2013 and rules made thereunder, your
Company has laid down a Prevention of Sexual Harassment (POSH) Policy and has constituted
Internal Complaints Committees (ICs), at all relevant locations across India to consider
and resolve the complaints related to sexual harassment. The ICs includes external members
with relevant experience. The ICs, presided by senior women, conduct the investigations
and make decisions at the respective locations. The Company has zero tolerance on sexual
harassment at the workplace. The ICs also work extensively on creating awareness on
relevance of sexual harassment issues, including while working remotely. The employees are
required to undergo a mandatory training/ certification on POSH to sensitize themselves
and strengthen their awareness.
During the year under review, your Company has not received any
complaint pertaining to sexual harassment. All new employees go through a detailed
personal orientation on anti-sexual harassment policy adopted by your Company.
Vigil Mechanism
Your Company has adopted a whistle blower policy and has established
the necessary vigil mechanism for directors and employees in confirmation with Section 177
of the Act and Regulation 22 of SEBI Listing Regulations, to facilitate reporting of the
genuine concerns about unethical or improper activity, without fear of retaliation.
The vigil mechanism of your Company provides for adequate safeguards
against victimization of whistle blowers who avail of the mechanism and also provides for
direct access to the Chairman of the Audit Committee in exceptional cases.
No person has been denied access to the Chairman of the Audit
Committee. The said policy is uploaded on the website of your Company at https://
www.adaniports.com/corporate-governance/Policies/ Whistle-Blower-Policy.pdf.
During the year under review, your Company has not received any
complaints under the vigil mechanism.
Conservation of Energy, Technology during business hours Absorption,
Foreign Exchange Earnings and Outgo
The information on conservation of energy, technology absorption and
foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Act read
with rule 8 of the Companies (Accounts) Rules, 2014, as amended is provided as Annexure-D
of this report.
Cyber Security
In view of increased cyberattack scenarios, the cyber security maturity
is reviewed periodically and the processes, technology controls are being enhanced in-line
with the threat scenarios. Your Company?s technology environment is enabled with real
time security monitoring with requisite controls at various layers starting from end user
machines to network, application and the data.
During the year under review, your Company did not face any incidents
or breaches or loss of data breach in Cyber Security.
Code for prevention of insider trading
Your Company has adopted a Code of Conduct ("Code") to
regulate, monitor and report trading in Company?s shares by Company?s designated
persons and their immediate relatives as per the requirements under the Securities and
Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015. The Code,
inter alia, lays down the procedures to be followed by designated persons while trading/
dealing in Company?s shares and sharing Unpublished Price Sensitive
Information ("UPSI"). The Code covers Company?s obligation to maintain a
digital database, mechanism for prevention of insider trading and handling of UPSI, and
the process to familiarize with the sensitivity of UPSI. Further, it also includes code
for practices and procedures for fair disclosure of unpublished price sensitive
information which has been made available on the Company?s website and link for the
same is given in Annexure-A of this report.
The employees undergo mandatory training/ certification on this Code to
sensitize themselves and strengthen their awareness.
General Disclosures
Neither the Executive Chairman nor the CEO of your Company received any
remuneration or commission from any of the subsidiary of your Company.
Your Directors state that no disclosure or reporting is required in
respect of the following items, as there were no transactions/events of these nature
during the year under review:
1. Issue of equity shares with differential rights as to dividend,
voting or otherwise.
2. Issue of Shares (Including Sweat Equity Shares) to employees of your
Company under any scheme.
3. Significant or material orders passed by the Regulators or Courts or
Tribunals which impact the going concern status and your Company?s operation in
future.
4. Voting rights which are not directly exercised by the employees in
respect of shares for the subscription/ purchase of which loan was given by your Company
(as there is no scheme pursuant to which such persons can beneficially hold shares as
envisaged under Section 67(3)(c) of the Act).
5. Application made or any proceeding pending under the Insolvency and
Bankruptcy Code, 2016.
6. One time settlement of loan obtained from the Banks or Financial
Institutions.
7. Revision of financial statements and Directors?
Report of your Company.
Acknowledgement
Your Directors are highly grateful for all the guidance, support and
assistance received from the Government of India, Governments of various states in India,
Maritime Boards, concerned Government Departments, Financial Institutions and Banks. Your
Directors thank all the esteemed shareholders, customers, suppliers and business
associates for their faith, trust and confidence reposed in your Company.
Your Directors wish to place on record their sincere appreciation for
the dedicated efforts and consistent contribution made by the employees at all levels, to
ensure that your Company continues to grow and excel.
For and on behalf of the Board of Directors
|
Gautam S. Adani |
Date: May 2, 2024 |
Chairman |
Place: Ahmedabad |
(DIN: 00006273) |
|