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Adani Enterprises
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Download Annual Report PDF Format 2014 | 2013 | 2012 | 2011 | 2010
Directors Report Year End : Mar '14    Mar 13
Dear Shareholders,
 
 The Directors are pleased to present the 22nd Annual Report alongwith
 the audited accounts of your Company for the financial year ended on
 31st March, 2014.
 
 FINANCIAL PERFORMANCE SUMMARY
 
                                                  (Rs. in Crores)
  
                            Consolidated Results   Standalone Results
 Particulars
                           2013-14     2012-13     2013-14    2012-13
 
 FINANCIAL RESULTS
 
 Total Revenue            56,225.86   47,352.26   12,993.46  12,504.91
 
 Total Expenditure other 
 than Financial Costs and 46,037.96   40,455.03   12,535.52  11,737.10
 
 Depreciation
 
 Gross Profit before 
 Depreciation, Finance 
 Costs and Tax            10,187.90    6,897.23      457.94     767.81
 
 Finance Costs             5,351.09    3,492.47      761.18     302.10
 
 Depreciation, Amortization 
 and Impairment Expense    3,223.07    2,297.86       59.07      57.55
 
 Profit / (Loss) for the 
 year before Exceptional 
 and                       1,613.74    1,106.90     (362.32)    408.16
 
 Extra Ordinary Items and Tax
 
 Add / (Less) Exceptional 
 Items                        -          898.33          -      202.99
 
 Profit / (Loss) for the 
 year before Extra Ordinary
 
 Items and Tax              1,613.74   2,005.23     (362.32)    611.15
 
 Profit / (Loss) for the 
 year before Taxation       1,613.74   2,005.23     (362.32)    611.15
 
 Total Tax Expenses        (1,031.92)    787.66     (183.62)     91.31
 
 Net Profit / (Loss) before 
 Minority Interest          2,645.66   1,217.57     (178.70)    519.84 
 
 Add / (Less) Share of 
 Minority Interest           (424.89)    395.41         -         -
 
 Net Profit / (Loss) for 
 the year after Minority 
 Interest                   2,220.77   1,612.98     (178.70)    519.84
 
 APPROPRIATIONS
 
 Net Profit / (Loss) for 
 the year after Minority 
 Interest                   2,220.77   1,612.98     (178.70)    519.84
 
 Balance brought forward 
 from previous year Profit 
 / (Loss)                   6,903.98   5,733.60    1,735.38   1,430.50
 
 Add : On account of 
 Consolidation                 39.39     (13.45)        -         -
 
 Amount available for 
 appropriations             9,164.14   7,333.13    1,556.68   1,950.34
 Less : appropriations
 
 Proposed Dividend on 
 Equity Shares                153.97     153.97      153.97     153.97
 
 Tax on Dividend (Including 
 surcharge) (net of credit)    35.18      34.93         -         8.54
 
 Credit of Tax on Dividend 
 Earlier year Adjustment         -        (7.56)        -        (7.55)
 
 Transfer to General Reserve  137.58     194.15         -        60.00
 
 Transfer to Debenture 
 Redemption Reserve            50.19      53.55         -          -
 
 Transfer to Capital Redemption 
 Reserve                        0.09       0.11         -          -
 
 Balance carried to Balance 
 Sheet                      8,787.13   6,903.98     1,402.71   1,735.38
 
 PERFORMANCE OF YOUR COMPANY
 
  Consolidated Financial Results:
 
 The audited Consolidated financial statements of your Company as on
 31st March, 2014, which form part of the annual report, have been
 prepared pursuant to Clause 41 of the Listing Agreement with the Stock
 Exchanges, in accordance with provisions of the Companies Act, 1956,
 the Accounting Standards AS-21 on Consolidated Financial Statements
 read with Accounting Standard-23 on Accounting for investments in
 Associates and AS-27 on Financial Reporting of Interest in Joint
 Ventures.
 
 Your Company recorded Consolidated total revenue of Rs. 56,225.86 Crore
 as against Rs. 47,352.26 Crore in the previous year. The Consolidated
 EBIDTA increased by 48% to Rs. 10,187.90 Crore as against Rs. 6,897.23
 Crore in the last year. The consolidated PAT stood at Rs. 2,220.77 Crore.
 
 Our Port and Coal trading businesses continue to scale up steadily,
 however, compensatory tariff order, increased operational capacity and
 improved plant load factor in Power business have resulted in robust
 performance.
 
  Standalone Financial Results :
 
 On standalone basis, your Company registered gross revenue of Rs.
 12,993.46 Crore as compared to Rs. 12,504.91 Crore in the previous year.
 During the year, the Company incurred a loss of Rs. 178.70 Crore
 primarily due to foreign exchange impact on account of depreciation of
 the Rupee against major currencies.
 
 DIVIDEND
 
 Your Directors have recommended a dividend of 140% (Rs. 1.40/- per Equity
 Share of Rs. 1 each) to be appropriated from the accumulated profits of
 the Company. The said dividend, if approved by the Members, would
 involve a cash outflow of Rs. 153.97 Crore including tax thereon (net of
 credit) (previous year Rs. 154.96 Crore) of the standalone accumulated
 profits of the Company.
 
 FIXED DEPOSITS
 
 During the year under review, your Company has not accepted any fixed
 deposits within the meaning of Section 58A of the Companies Act, 1956
 and the rules made thereunder.
 
 CORPORATE GOVERNANCE
 
 To comply with conditions of Corporate Governance, pursuant to Clause
 49 of the Listing Agreement with the Stock Exchanges, Reports on
 Management Discussion and Analysis & Corporate Governance and Statutory
 Auditors'' Certificate are included in the Annual Report.
 
 FORMATION OF VARIOUS COMMITTEES
 
 Details of various committees constituted by the Board of Directors as
 per the provisions of Clause 49 of the Listing Agreement and Companies
 Act, 2013 are given in the Corporate Governance Report annexed and form
 part of this report.
 
 DIRECTORS
 
 Mr. Devang S. Desai, Executive Director and CFO of the Company resigned
 w.e.f. 17th May, 2014. The Board places on record its deep appreciation
 of the valuable services rendered as well as advice and guidance
 provided by Mr. Desai during his tenure.
 
 Mr. Ameet H. Desai was appointed as an Additional Director and CFO by
 the Board at its meeting held on 17th May, 2014. He was also appointed
 as an Executive Director of the Company subject to approval of members
 at the ensuing Annual General Meeting. As an additional director, he
 holds office upto the ensuing Annual General Meeting. The Company has
 received notice from a member under Section 160 of the Companies Act,
 2013 proposing his appointment as a Director of the Company.
 
 The Company had, pursuant to the provisions of clause 49 of the Listing
 Agreement entered into with Stock Exchanges, appointed Mr. Anil Ahuja,
 Mr. S.K. Tuteja, Dr. Ravindra H. Dholakia and Mr. Berjis Desai as
 Independent Directors of the Company. As per Section 149(4) of the
 Companies Act, 2013, which came into effect from 1st April, 2014, every
 listed public Company is required to have at least one-third of the
 total number of directors as Independent Directors.
 
 In accordance with the provisions of Section 149 of the Act, these
 Directors are being appointed as Independent Directors to hold office
 as per their tenure of appointment mentioned in the Notice of the
 forthcoming Annual General Meeting (AGM) of the Company.
 
 The Company has received declarations from all the Independent
 Directors of the Company confirming that they meet with the criteria of
 independence as prescribed both under sub-section (6) of Section 149 of
 the Companies Act, 2013 and under Clause 49 of the Listing Agreement
 with the Stock Exchanges.
 
 Pursuant to the requirements of the Companies Act, 2013 and Articles of
 Association of the Company,
 
 Mr. Vasant S. Adani, Director of the Company retire by rotation at the
 ensuing Annual General Meeting and being eligible, offers himself for
 re-appointment.
 
 Further, in terms of Section 152 of the Companies Act, 2013 your Board
 recommends for shareholders'' approval, the period of office of Mr.
 Rajesh S. Adani, Managing Director of the Company, to be liable to
 determination by rotation.
 
 Brief resume of the Directors proposed to be appointed / re-appointed,
 nature of their expertise and other details as stipulated under Clause
 49 of the Listing agreement are provided in the Notice convening the
 Annual General Meeting forming part of this Annual Report.
 
 DIRECTORS'' RESPONSIBILITY STATEMENT
 
 Pursuant to Section 217(2AA) of the Companies Act, 1956, with respect
 to Directors'' Responsibility Statement, the Board of Directors of the
 Company hereby confirm that:
 
 1.  In preparation of the annual accounts for the financial year ended
 31st March, 2014, the applicable accounting standards have been
 followed;
 
 2.  The Board of Directors of the Company have selected appropriate
 accounting policies and applied them consistently and made judgments
 and estimates that are reasonable and prudent, so as to give a true and
 fair view of the state of affairs of the Company as at 31st March, 2014
 and of the profit and cash flow of the Company for the year ended on
 that date;
 
 3.  Proper and sufficient care has been taken for the maintenance of
 adequate accounting records in accordance with the provisions of the
 Companies Act, 1956 for safeguarding the assets of the Company and for
 preventing and detecting frauds and other irregularities;
 
 4. The annual accounts have been prepared on a going concern basis.
 
 SUBSIDIARY COMPANIES
 
 Your Company had 73 (direct and indirect) subsidiaries as on 31st
 March, 2013. During the year, the following changes have taken place in
 subsidiary Companies:  Subsidiary companies formed/acquired:
 
 1.  Adani Shipyard Pvt. Ltd. (Subsidiary of Adani Ports and Special
 Economic Zone Ltd.)
 
 2.  Adani Hospitals Mundra Pvt. Ltd. (Subsidiary of Adani Ports and
 Special Economic Zone Ltd.)
 
 3.  Adani Transmission (India) Ltd. (Name changed from Adani
 Transmission (Gujarat) Ltd. to Adani Transmission (India) Ltd. w.e.f.
 13th February, 2014) {Subsidiary of Adani Power Ltd.}
 
 4. Adani Transmission (Maharashtra) Ltd. (Subsidiary of Adani Power
 Maharashtra Ltd., which is a subsidiary of Adani Power Ltd.)
 
 5.  Adani Transmission Ltd. (Subsidiary of the Company)
 
 6. Adani Synenergy Ltd. (Subsidiary of the Company)
 
 7.  Adani Ennore Container Terminal Pvt. Ltd. (Subsidiary of Adani
 Ports and Special Economic Zone Ltd.)
 
 8. Adani Agri Logistics (MP) Ltd. (Subsidiary of the Company)
 
  Cessation of the Subsidiary Company:
 
 1. Miraj Impex Pvt. Ltd. (Subsidiary of the Company)
 
 In view of above, the total number of subsidiaries as on 31st March,
 2014 was 80.
 
 Adani Power Dahej Ltd., Adani Pench Power Ltd., and Kutchh Power
 Generation Ltd. ceased as subsidiaries of Adani Power Ltd. and became
 direct 100% subsidiaries of the Company w.e.f. 28th September, 2013.
 
 Adani International Container Pvt. Ltd. became subsidiary of the
 Company w.e.f. 12th September, 2013 and ceased as subsidiary of the
 Company w.e.f. 24th March, 2014.
 
 Other than the above, there has been no material change in the nature
 of the business of the subsidiary companies.
 
 Pursuant to the General Exemption under Section 212(8) of the Companies
 Act, 1956 granted by Ministry of Corporate Affairs vide its circular
 no. 02/2011 dated 8th February, 2011 and in compliance with the
 conditions enlisted therein, the Audited Statement of Accounts and the
 Auditors'' Reports thereon for the financial year ended 31st March, 2014
 along with the Reports of the Board of Directors of the Company''s
 subsidiaries have not been annexed.
 
 The Annual Accounts and related documents of the Subsidiary Companies
 shall be made available for inspection at the Registered Office of the
 Company. The Company will also make available these documents upon
 request by any member of the Company interested in obtaining the same.
 
 As directed by the said circular, the financial data of the
 Subsidiaries have been furnished under ''Subsidiary Companies
 Particulars'' forming part of this Annual Report.
 
 The Company announces consolidated financial results on a quarterly
 basis. Further, pursuant to Accounting Standard AS-21 issued by the
 Institute of Chartered Accountants of India, Consolidated Financial
 Statements presented by the Company in this Annual Report includes the
 financial information of its subsidiaries.
 
 CORPORATE SOCIAL RESPONSIBILITY
 
 The details of Corporate Social Responsibility (CSR) carried out by the
 Company are appended in the Annexure to the Directors'' Report.
 
 The particulars of the CSR committee constituted by the Company
 pursuant to the provisions of Section 135 of the Companies Act, 2013
 and the rules forming part of the same are included in the Corporate
 Governance Report annexed and forming part of this Annual Report.
 
 BUSINESS RESPONSIBILITY REPORT
 
 SEBI, vide its Circular CIR/CFD/DIL/8/2012 dated August 13, 2012
 mandated the top 100 listed entities, based on market capitalisation at
 BSE and NSE, to include Business Responsibility Report as part of the
 Annual Report describing the initiatives taken by the Companies from
 Environmental, Social and Governance perspective.
 
 Accordingly, the Business Responsibility Report is attached and forms
 part of this Annual Report.
 
 AUDITORS & AUDITORS'' REPORT
 
 The Statutory Auditors of the Company, M/s. Dharmesh Parikh and Co.,
 Chartered Accountants retire at the conclusion of the ensuing Annual
 General Meeting. The said Statutory Auditors have confirmed their
 eligibility and willingness to accept the office on re-appointment. The
 necessary resolution seeking your approval for re-appointment of
 Statutory Auditors has been incorporated in the Notice convening the
 Annual General Meeting.
 
 The Board has duly reviewed the Statutory Auditors'' Report on the
 Accounts. The observations and comments, if any, appearing in the
 Auditors'' Report are self-explanatory and do not call for any further
 explanation / clarification by the Board of Directors.
 
 COST AUDITORS
 
 The Company has appointed Ms. Koushlya V. Melwani, Practising Cost
 Accountant to conduct audit of cost records of solar power plant of the
 Company for the year ended 31st March, 2014. The Cost Audit Report for
 the year 2012-13 was filed before the due date with the Ministry of
 Corporate Affairs.
 
 CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
 EARNINGS AND OUTGO.
 
 Information pursuant to Section 217(1)(e) of the Companies Act, 1956
 read with the Companies (Disclosure of Particulars in the Report of
 Board of Directors) Rules, 1988 regarding conservation of energy,
 technology absorption and foreign exchange earnings and outgo are set
 out as an annexure to the Directors'' Report.
 
 PARTICULARS OF EMPLOYEES
 
 The information required under Section 217(2A) of the Companies Act,
 1956 and the Rules made thereunder, in respect of the employees of the
 Company, is provided in the Annexure forming part of this Directors
 Report. In terms of Section 219(1)(b)(iv) of the Companies Act, 1956,
 the Annual Report excluding the aforesaid information is being sent to
 all the members of the Company and others entitled thereto.  Any member
 interested in obtaining a copy of such particulars may write to the
 Company Secretary at the Registered Office of the Company. The said
 information is also available for inspection by any member at the
 Registered Office of the Company.
 
 The Company maintained healthy, cordial and harmonious industrial
 relations at all levels.
 
 HUMAN RESOURCES
 
 Your Company, being a flagship Company of Adani Group, believes in
 implementing best in class people processes and practices that will
 augment achieving Company''s vision and goal well in advance. Your
 Company ensures that employees gain ample opportunities for personal
 and professional growth. We recognize that these processes of
 internationalization involve adopting and embracing a multi-cultural
 work ethos - while retaining our core value of Courage  Trust 
 Commitment. Your Company endeavors to integrate HR processes &
 practices with business strategies to provide employees the opportunity
 to fulfil their career aspirations and development needs at the same
 time encourages its employees to think laterally and nurtures a feeling
 of ownership.
 
 Your Company''s focus has been on attracting, developing and retaining
 talents on continuous basis. HR has implemented many focused
 interventions including training & development programmes for business
 continuity & sustainability. These interventions are not limited to
 technical and functional domains; they also encompass behavioural and
 managerial aspects.
 
 ACKNOWLEDGEMENTS
 
 Your Directors acknowledge the support and assistance extended by the
 Government of India, various State Governments and Government
 Departments, Financial institutions, Bankers, Shareholders and
 Investors at large and look forward to having the same support in our
 endeavors. Your Directors also wish to convey their appreciation to all
 of the Company''s employees for their enormous personal efforts as well
 as their collective contribution to the Company''s performance.
 
                        For and on behalf of the Board of Directors
 
 Place : Ahmedabad             Rajesh S. Adani      Devang S. Desai
 
 Date : 17th May, 2014       Managing Director   Executive Director
                                                            and CFO
 
 
 
 
Source : Dion Global Solutions Limited
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