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Adani Enterprises

BSE: 512599|NSE: ADANIENT|ISIN: INE423A01024|SECTOR: Trading
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Directors Report Year End : Mar '17    Mar 16

Dear Shareholders,

The Directors are pleased to present the 25th Annual Report along with the audited financial statements of your Company for the financial year ended on 31st March, 2017.

Financial Performance Summary

The summarized financial highlight is depicted below: Rs, in crores)

Particulars

Consolidated Results

Standalone Results

2016-17

2015-16

2016-17

2015-16

FINANCIAL RESULTS

Total Revenue

38,056.44

35,130.66

9,282.18

9,126.50

Total Expenditure other than Financial Costs and Depreciation

34,966.05

32,341.61

8,025.66

7,855.77

Profit before Depreciation, Finance Costs and Tax

3,090.39

2,789.05

1,256.52

1,270.73

Finance Costs

1,572.74

1,356.99

791.71

717.14

Depreciation, Amortization and Impairment Expense

640.00

314.45

78.86

79.36

Profit / (Loss) for the year before Exceptional Items and Tax

877.65

1,117.61

385.95

474.23

Add / (Less) Exceptional Items

26.95

(61.83)

-

41.73

Profit / (Loss) for the year before Taxation

904.60

1,055.78

385.95

515.96

Total Tax Expenses

96.88

77.94

164.31

(4.15)

Net Profit / (Loss) for the year

807.72

977.84

221.64

520.11

Add / (Less) Share in Joint Venture & Associates

117.53

21.99

-

-

Net Profit / (Loss) after Joint Venture & Associates (A)

925.25

999.83

221.64

520.11

Add / (Less) Other Comprehensive Income (after tax) classified to Reserve & Surplus (B)

(1.84)

(1.25)

0.46

0.67

Add / (Less) Other Comprehensive Income (after tax) classified to Foreign Currency Translation Reserve

(230.52)

495.00

-

-

Total Comprehensive Income for the year

692.89

1,493.58

222.10

520.78

Add / (Less) Share of Minority Interest (C)

62.38

10.89

-

-

Net Profit / (Loss) for the year after Minority Interest (A B C)

985.79

1,009.47

222.10

520.78

APPROPRIATIONS

Net Profit / (Loss) for the year after Minority Interest (A B C)

985.79

1,009.47

222.10

520.78

Balance brought forward from previous year Profit / (Loss)

9,959.75

9,091.42

2,112.97

1,800.22

Add / (Less) : On account of Consolidation Adjustments

(4.73)

77.31

-

-

Amount available for appropriations

10,940.81

10,178.20

2,335.07

2,321.00

Less : Appropriations

Proposed Dividend on Equity Shares

-

197.96

-

197.96

Tax on Dividend (Including surcharge) (net of credit)

-

10.49

-

0.07

Transfer to General Reserve

10.00

10.00

10.00

10.00

Balance carried to Balance Sheet

10,930.81

9,959.75

2,325.07

2,122.97

Note - The financial results of the Company have been prepared in accordance with the Indian Accounting Standards (IND AS) w.e.f. 1st April, 2016. Consequently, the results for the previous period have also been restated as per IND AS.

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.

Performance of your Company Consolidated Financial Results:

The audited consolidated financial statements of your

Company as on 31st March, 2017, prepared in accordance with the relevant applicable IND AS and Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI Listing Regulations) and provisions of the Companies Act, 2013, forms part of this Annual Report.

The key aspects of your Company''s consolidated performance during the financial year 2016-17 are as follows:

Operational Highlights:

- Coal Trading volumes grew by 4% to 80.84 Million Metric Tons (MMT),

- Coal Mine Development and Operations volumes grew by 33% to 7.33 MMT

- Renewable Power Generation was 787.12 Million Units of KWh.

- City Gas Distribution volumes was up by 7% to 408.45 Million Metric Standard Cubic Meters (MMSCM).

Financial Highlights:

- Consolidated total revenue from operations for FY 17 was Rs, 38,056.44 Crore.

- Consolidated EBIDTA for FY 17 was Rs, 3,090.39 Crore.

- Consolidated PAT for FY 17 stood at Rs, 985.79 Crore.

Standalone Financial Results :

On standalone basis, your Company registered total revenue of Rs, 9,282.18 Crore and PAT of Rs, 221.64 Crore.

The detailed operational performance of your Company has been comprehensively discussed in the Management Discussion and Analysis Report which forms part of this Report.

Dividend

Your Directors have recommended a dividend of 40% (Rs,0.40 per Equity Share of Rs, 1 each) on the Equity Shares out of the profits of the Company for the financial year 2016-17. The said dividend, if approved by the shareholders, would involve a cash outflow of Rs, 52.95 Crore including tax thereon.

Transfer to Reserves

The Company proposes to transfer Rs, 10 crore to the General Reserve out of the amount available for appropriation.

Fixed Deposits

During the year under review, your Company has not accepted any fixed deposits within the meaning of Section 73 of the Companies Act, 2013 and the rules made there under.

Non-Convertible Debentures

During the year under review, your Company has issued 1,500 Rated, Listed, Taxable, Secured, Redeemable, Non-Convertible Debentures (NCDs) having face value of Rs, 10 Lakhs each aggregating to Rs, 150 Crore on a private placement basis listed on the Wholesale Debt Market Segment of the BSE Limited.

Particulars of Loans, Guarantees or Investments During the year under review, your Company has made loans, given guarantees, provided securities and made investments in compliance with Section 186 of the Companies Act, 2013. The said details are given in the notes to the financial statements.

Subsidiaries, Joint Ventures, Associate Companies and LLPs

During the year under review, the following changes have taken place in Subsidiaries, Joint Venture, Associate Companies and LLPs:-

Subsidiary companies and LLPs formed/acquired

1. Adani-Elbit Advanced Systems India Limited

2. Adani Cementation Limited

3. Adani Agri Logistics (Kannauj) Limited (Subsidiary of the

Adani Agri Logistics Limited (AALL), which is a subsidiary of the Company)

4. Adani Agri Logistics (Panipat) Limited (Subsidiary of the

AALL, which is a subsidiary of the Company)

5. Adani Agri Logistics (Raman) Limited (Subsidiary of the

AALL, which is a subsidiary of the Company)

6. Adani Agri Logistics (Moga) Limited (Subsidiary of the

AALL, which is a subsidiary of the Company)

7. Adani Agri Logistics (Barnala) Limited (Subsidiary of the

AALL, which is a subsidiary of the Company)

8. Adani Agri Logistics (Nakodar) Limited (Subsidiary of the AALL, which is a subsidiary of the Company)

9. Adani Agri Logistics (Mansa) Limited (Subsidiary of the AALL, which is a subsidiary of the Company)

10. Adani Agri Logistics (Bathinda) Limited (Subsidiary of the AALL, which is a subsidiary of the Company)

11. Urja Maritime Inc (Subsidiary of the Adani Shipping Pte. Ltd., which is a step down subsidiary of the Company)

12. Adani Infrastructure Private Limited

13. Adani Tradewing LLP

14. Adani Commodities LLP

15. Adani Tradex LLP

16. Adani Tradecom LLP

17. Adani Renewable Power LLP (Subsidiary of Adani Green Energy Limited which is a subsidiary of the Company)

Cessation of Subsidiary companies

List of companies which have ceased as subsidiaries of the Company -

1. PT Mundra Coal

2. Adani Bunkering Pte. Ltd

Cessation of Associate companies

List of companies which have ceased as associates of the Company -

1. Adani Kandla Bulk Terminal Private Limited

2. Adani Murmugao Port Terminal Private Limited Pursuant to the provisions of Section 129, 134 and 136 of the Companies Act, 2013 read with rules framed there under and Regulation 33 of the SEBI Listing Regulations, the Company had prepared consolidated financial statements of the Company and its subsidiaries 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 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 shareholder/s during working hours at the Company''s registered office and that of the respective subsidiary companies concerned. In accordance with Section 136 of the Companies Act, 2013, the audited financial statements, including consolidated financial statements and related information of the Company and audited accounts of each of its subsidiaries, are available on our website, www.adanienterprises.com. Details of developments of subsidiaries of the Company are covered in the Management''s Discussion and Analysis Report which forms part of this Report.

Directors and Key Managerial Personnel

Mr. V. Subramanian (DIN: 00357727) and Mrs. Vijaylaxmi Joshi (DIN: 00032055) were appointed as Additional Directors of the Company w.e.f 22nd August, 2016 and 2nd December, 2016, respectively to hold office upto the ensuing Annual General Meeting. The Company has received notices from a member proposing appointment of Mr. V. Subramanian and Mrs. Vijaylaxmi Joshi as Directors of the Company,

In accordance with the provisions of Section 149 of the Companies Act, 2013, Mr. V. Subramanian and Mrs. Vijaylaxmi Joshi are being appointed as Independent Directors to hold office as per their tenure of appointment mentioned in the Notice of the ensuing Annual General Meeting of the Company,

Pursuant to the provisions of Section 149 of the Act, which came into effect from 1st April, 2014, Mr. Anil Ahuja, Mr. Berjis Desai and Mr. Hemant M. Nerurkar were appointed as Independent Directors at the Annual General Meeting of the Company held on 9th August, 2014 and 10th August, 2016. The terms and conditions of appointment of Independent Directors are as per Schedule IV of the Act. 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 the SEBI Listing Regulations and there has been no change in the circumstances which may affect their status as independent director during the year.

Pursuant to the requirements of the Companies Act, 2013 and Articles of Association of the Company, Mr. Rajesh S. Adani (DIN: 00006322) and Mr. Pranav Adani (DIN: 00008457) are liable to retire by rotation and being eligible offer themselves for re-appointment.

The Board recommends the appointment/re-appointment of above directors for your approval.

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 General Meeting.

During the year under review, Dr. Ravindra H. Dholakia

\ (DIN: 00069396), resigned from the directorship of the Company with effect from 24th May, 2016 due to his pre-occupation. The Board places on record its sincere appreciation for the valuable contribution and guidance rendered by Dr. Ravindra H. Dholakia during his tenure with the Company,

Directors'' Responsibility Statement

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:

a. that in the preparation of the annual financial statements, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b. that such accounting policies have been selected and applied consistently and judgment and estimates have been made 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 Mach, 2017 and of the profit of the Company for the year ended on that date;

c. that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. that the annual financial statements have been prepared on a going concern basis;

e. that proper internal financial controls were in place and that the financial control were adequate and were operating effectively;

f. that proper systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

Number of Board Meetings

The Board of Directors met 4 (four) times during the year under review. The details of board meetings and the attendance of the Directors are provided in the Corporate Governance Report which forms part of this report.

Independent Directors'' Meeting

The Independent Directors met on 14th February, 2017, without the attendance of Non-Independent Directors and members of the Management. The Independent Directors reviewed the performance of non-independent directors and the Board as a whole; the performance of the Chairperson of the 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 Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

Board Evaluation

The Board adopted a formal mechanism for evaluating its performance and as well as that of its Committees and individual Directors, including the Chairman of the Board. The exercise was carried out through a structured evaluation process covering various aspects of the Boards functioning such as composition of the Board & committees, experience & competencies, performance of specific duties & obligations, contribution at the meetings and otherwise, independent judgment, governance issues etc.

Policy on Directors'' Appointment and Remuneration The Company’s policy on directors'' appointment and remuneration and other matters provided in Section 178(3) of the Companies Act, 2013 is made available on the Company''s website (http://www.adanienterprises.com/investors/investor-download).

Internal Financial Control system and their adequacy

The details in respect of internal financial control and their adequacy are included in the Management and Discussion & Analysis, which forms part of this report.

Risk Management

The Board of the Company has formed a risk management committee to frame, implement and monitor the risk management plan for the Company. The committee 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.

Committees of the Board

Detai ls of vari ous comm ittees con sti tu ted by th e Board of Directors as per the provision of the SEBI Listing Regulations and the Companies Act, 2013 are given in the Corporate Governance Report which forms part of this report.

Corporate Social Responsibility

The Company has constituted a Corporate Social Responsibility (CSR) Committee and has framed a CSR Policy. The brief details of CSR Committee are provided in the Corporate Governance Report. The Annual Report on CSR activities is annexed to this Report. The CSR Policy is available on the website (http://www.adanienterprises.com/ investors/investor-download) of the Company.

Corporate Governance and Management Discussion and Analysis Report

Separate reports on Corporate Governance compliance and Management Discussion and Analysis as stipulated by the SEBI Listing Regulations forms part of this Annual Report along with the required Certificate from Statutory Auditors of the Company 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 Business Conduct and Ethics for all Board members and senior management personnel of the Company, who have affirmed the compliance thereto.

Business Responsibility Report

The Business Responsibility Report for the year ended 31st March, 2017 as stipulated under Regulation 34 of the SEBI Listing Regulations is annexed and forms part of this Annual Report.

Prevention of Sexual Harassment at Workplace

As per the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 and rules made there under, your Company has constituted

Internal Complaints Committee (ICC) which is responsible for redressal of complaints related to sexual harassment. During the year under review, there were no complaints pertaining to sexual harassment.

Extract of Annual Return

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

Related Party Transactions

All related party transactions entered into by the Company during the financial year were on an arm''s length basis and were in the ordinary course of business. Your Company had not entered into any transactions with related parties which could be considered material in terms of Section 188 of the Companies Act, 2013. Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Companies Act, 2013 in Form AOC - 2 is not applicable.

Significant and Material Orders passed by the Regulators or Courts or Tribunals Impacting the Going Concern Status of the Company

There are no significant and material orders passed by the Regulators or Courts or Tribunals which would impact the going concern status and the Company’s future operations.

Insurance

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

Auditors & Auditors'' Report

Pursuant to the provisions of Section 139 of the Companies Act, 2013, read with the Companies (Audit and Auditors) Rules, 2014, the term of M/s. Dharmesh Parikh & Co., Chartered Accountants (Firm Registration No.: 112054W),

Statutory Auditors of the Company expires at the conclusion of the ensuing Annual General Meeting of the Company,

The Notes to the financial statements referred in the Auditors Report are self-explanatory and therefore do not call for any comments under Section 134 of the Companies Act, 2013. The Auditors'' Report is enclosed with the financial statements in this Annual Report,

The Board of Directors of the Company at their meeting held on 24th May, 2017, on the recommendation of the Audit Committee, have recommended the appointment of M/s. Shah Dhandharia & Co., Chartered Accountants (Firm Registration No. 118707W), as the Statutory Auditors of the Company to the Members at the 25th Annual General Meeting of the Company for an initial term of 5 years. Accordingly, a resolution, proposing appointment of M/s. Shah Dhandharia & Co., Chartered Accountants, as the Statutory Auditors of the Company for a term of five consecutive years

i.e. from the conclusion of 25th Annual General Meeting till the conclusion of 30th Annual General Meeting of the Company pursuant to Section 139 of the Companies Act, 2013, forms part of the Notice calling 25th Annual General Meeting of the Company. In this regard, the Company has received a certificate to the effect that they satisfy the criteria provided under Section 141 of the Act and that the appointment, if made, shall be in accordance with the applicable provisions of the Act and rules framed there under.

Secretarial Audit Report

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the rules made there under, the Company has re-appointed Mr. Ashwin Shah, Practicing Company Secretary to undertake the Secretarial Audit of the Company. The Secretarial Audit Report for FY 2016-17 is annexed, which forms part of this report as Annexure-B. There were no qualifications, reservation or adverse remarks given by Secretarial Auditors of the Company.

Cost Audit Report

Your Company has appointed M/s. K V Melwani & Associates, Practicing Cost Accountants to conduct audit of cost records of Mining Activities of the Company for the year 31st March, 2018. The Cost Audit Report for the year 2015-16 was filed before the due date with the Ministry of Corporate Affairs.

Particulars of Employees

The information required under Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in separate annexure forming part of this Report as Annexure-C.

The statement containing particulars of employees as required under Section 197 of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, will be provided upon request. In terms of Section 136 of the Companies Act, 2013, the Report and Accounts are being sent to the Members and others entitled thereto, excluding the information on employees’ particulars which is available for inspection by the members at the Registered Office of the Company during business hours on working days of the Company. If any member is interested in obtaining a copy thereof, such Member may write to the Company Secretary in this regard.

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of The Companies (Accounts) Rules, 2014, as amended from time to time is annexed to this Report as Annexure-D.

Acknowledgment

Your Directors are highly grateful for all the guidance, support and assistance received from the Government of India, Government of Gujarat, Financial Institutions and Banks.

Your Directors thank all shareholders, esteemed customers, suppliers and business associates for their faith, trust and confidence reposed in the Company.

Your Directors also 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 the Company continues to grow and excel,

For and on behalf of the Board of Directors

Gautam S. Adani

Place : Ahmadabad Executive Chairman

Date : 24th May, 2017 (DIN: 00006273)

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