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Adani Enterprises Directors Report, Adani Enterpris Reports by Directors
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Adani Enterprises
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Directors Report Year End : Mar '15    « Mar 14
Dear Shareholders,
 
 The Directors are pleased to present the 23rd Annual Report along with
 the audited financial statements of your Company for the financial year
 ended on 31st March, 2015.
 
 FINANCIAL PERFORMANCE SUMMARY
 
 The summarized financial highlight is depicted below: Rs.in Crores)
 
                                              Consolidated Results
 Particulars                                  2014-15       2013-14
 
 FINANCIAL RESULTS
 
 Total Revenue                                65,519.85     56,225.86
 
 Total Expenditure other than Financial 
 Costs and                                    52,211.48     45,686.01
 
 Depreciation
 
 Gross Profit before Depreciation, Finance 
 Costs and Tax                                13,308.37     10,539.85
 
 Finance Costs                                 7,056.29      5,703.04
 
 Depreciation, Amortization and Impairment 
 Expenses                                      3,521.86      3,223.07
 
 Profit / (Loss) for the year before 
 Exceptional and                               2,730.22      1,613.74
 
 Extra Ordinary Items and Tax
 
 Add / (Less) Exceptional Items                  (66.83)            -
 
 Profit / (Loss) for the year before Extra 
 Ordinary                                      2,663.39      1,613.74
 
 Items and Tax
 
 Profit / (Loss) for the year before Taxation  2,663.39      1,613.74
 
 Total Tax Expenses                              365.39     (1,031.92)
 
 Net Profit / (Loss) before Minority Interest  2,298.00      2,645.66
 
 Add / (Less) Share of Minority Interest        (349.95)      (424.89)
 
 Net Profit / (Loss) for the year after 
 Minority Interest                             1,948.05      2,220.77
 
 APPROPRIATIONS
 
 Net Profit / (Loss) for the year after 
 Minority Interest                             1,948.05      2,220.77
 
 Balance brought forward from previous 
 year Profit / (Loss)                          8,787.13      6,903.98
 
 Add : On account of Consolidation                (3.12)        39.39
 
 Amount available for appropriations          10,732.06      9,164.14
 
 Less : appropriations
 
 Proposed Dividend on Equity Shares              153.97        153.97
 
 Tax on Dividend (Including surcharge) 
 (net of credit)                                  39.94         35.18
 
 Credit of Tax on Dividend Earlier year 
 Adjustment                                           -             -
 
 Depreciation charged to Retained Earning         46.30             -
 
 Transfer to General Reserve                     163.80        137.58
 
 Transfer to Debenture Redemption Reserve        334.07         50.19
 
 Transfer to Capital Redemption Reserve            0.11          0.09
 
 Balance carried to Balance Sheet              9,993.86      8,787.13
 
 FINANCIAL RESULTS 
 
 Particulars                                   Standalone Results 
                                               2014-15       2013-14
 
 Total Revenue                               16.212.50     12,993.46
 
 Total Expenditure other than Financial      14,842.37     12,535.78
 Costs and Depreciation
  
 Gross Profit before Depreciation, Finance    1,370.13        457.68
 Costs and Tax 
 
 Finance Costs                                  927.44        760.93
 
 Depreciation, Amortization and Impairment 
 Expenses                                        81.73         59.07
 
 Profit / (Loss) for the year before            360.96       (362.32)
 Exceptional and Extra Ordinary Items and Tax
 
 Add / (Less) Exceptional Items                 (70.99)            -
 
 Profit / (Loss) for the year before Extra      431.95       (362.32)
 Ordinary Items and Tax
 
 Profit / (Loss) for the year before Taxation   431.95       (362.32)
 
 Total Tax Expenses                              25.10       (183.62)
 
 Net Profit / (Loss) before Minority Interest   406.85       (178.70)
 
 Add / (Less) Share of Minority Interest        406.85       (178.70) 
 
 Net Profit / (Loss) for the year after Minority     -             - 
 Interest
 
 APPROPRIATIONS
 
 Net Profit / (Loss) for the year after         406.85       (178.70)
 Minority Interest
 
 Balance brought forward from previous year   1,402.71      1,735.38
 Profit / (Loss)
 
 Add : On account of Consolidation               (3.91)            -
 
 Amount available for appropriations          1,805.65      1,556.68
 
 Less : appropriations                          153.97        153.97
 
 Proposed Dividend on Equity Shares               5.18             -
 
 Tax on Dividend (Including surcharge)               -             -   
 (net of credit)
 
 Credit of Tax on Dividend Earlier year              -             -
 Adjustment
 
 Depreciation charged to Retained Earning        40.00             -
 
 Transfer to General Reserve                         -             - 
 
 Transfer to Debenture Redemption Reserve            -             -
 
 Transfer to Capital Redemption Reserve       1.606.50      1,402.71
 
 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 0 Consolidated Financial Results:
 
 The audited Consolidated Financial Statements of your Company as on
 31st March, 2015, 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, 2013,
 the Accounting Standards AS-21 on Consolidated Financial Statements
 read with AS-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 65,519.85 Crore
 as against Rs 56,225.86 Crore in the previous year. The Consolidated
 EBIDTA increased by 26% to Rs 13,308.37 Crore as against Rs 10,539.85
 Crore in the previous year. The consolidated PAT stood at Rs 1,948.05
 Crore.
 
 - Standalone Financial Results :
 
 On standalone basis, your Company registered total revenue of Rs.
 16,212.50 Crore as compared to Rs 12,993.46 Crore in the previous year.
 The EBIDTA increased by 200% to Rs 1,370.13 Crore and earned PAT of Rs.
 406.85 Crore as compared to loss of Rs 178.70 Crore in the previous
 year.
 
 DIVIDEND
 
 Your Directors have recommended a dividend of 140% (Rs 1.40/- per Equity
 Share of Re.1 each) on the Equity Shares out of the profits of the
 Company for the financial year 2014-15. The said dividend, if approved
 by the shareholders, would involve a cash outflow of Rs 159.15 Crore
 including tax thereon.
 
 TRANSFER TO RESERVES
 
 The Company proposes to transfer Rs 40 Crore to the General Reserve out
 of the amount available for appropriation.
 
 STATUS OF COMPOSITE SCHEME OF ARRANGEMENT
 
 In order to enable distinct focus of investors to invest in some of the
 key businesses and to lend greater/enhanced focus to the operation of
 the said businesses, the Board of Directors of your Company at its
 meeting held on 30th January, 2015, approved the Composite Scheme of
 Arrangement between Adani Enterprises Limited (the Company or AEL'')
 and Adani Ports and Special Economic Zone Limited (APSEZ) and Adani
 Power Limited (APL'') and Adani Transmission Limited (ATL'') and Adani
 Mining Private Limited (AMPL'') and their respective shareholders and
 creditors (the Scheme) pursuant to the provisions of Sections 391 to
 394 read with Sections 100 to 103 and other relevant provisions of the
 Companies Act, 1956 and Sections 13, 52, 61 and other relevant
 provisions of the Companies Act, 2013. The scheme was subsequently
 approved by the shareholders, secured and unsecured creditors of the
 Company with requisite majority on 20th April, 2015. The scheme has
 been approved by the Hon''ble High Court, Gujarat vide its order dated
 7th May, 2015. The Scheme, with effect from 1st April 2015, inter alia,
 provided for -
 
 - Key Highlights of the Scheme
 
 - Demerger of the Port Undertaking of AEL comprising the undertaking,
 businesses, activities, operations, assets (moveable and immoveable)
 and liabilities pertaining to the Belekeri port and the investment of
 AEL in APSEZ into APSEZ;
 
 - Demerger of the Power Undertaking of AEL comprising the
 undertaking, businesses, activities, operations, assets (moveable and
 immoveable) and liabilities pertaining to the 40MW solar power project
 at Bitta village, Kutch district of Gujarat and the investments of AEL
 in APL into APL;
 
 - Demerger of the Transmission Undertaking of AEL comprising the
 undertaking, businesses, activities, operations, assets (moveable and
 immoveable) and liabilities related to the Mundra-Zerda transmission
 line and the investment of AEL in ATL into ATL;
 
 - Merger of AMPL into AEL; No Equity Shares are to be issued pursuant
 to the merger as AMPL is a Wholly Owned Subsidiary of AEL;
 
 - Reduction of paid-up Equity Share capital of APSEZ, APL and ATL,
 respectively, and simultaneous issuance of Equity Shares by APSEZ, APL
 and ATL, respectively, to the Equity Shareholders of AEL;
 
 - Reduction of Securities Premium Account of AEL; and
 
 - Various other matters consequential, supplemental or otherwise
 integrally connected therewith.  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 12,000 Rated,
 Listed, Redeemable, Non-Convertible Debentures of face value of Rs. 10
 Lacs each aggregating to Rs. 1,200 Crore issued on a private placement
 basis listed on the Wholesale Debt Market Segment of BSE Limited.
 
 PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
 
 During the year under review, your Company has made loan, given
 guarantee, provided security and made investments in compliance of
 Section 186 of the Companies Act, 2013. The said details are given in
 the notes to the financial statements.
 
 SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES
 
 Your Company had 80 (direct or indirect) subsidiaries as on 31st March,
 2014. During the year under review, the following changes have taken
 place in Subsidiary/ Joint Venture Companies:-
 
 - Subsidiary, Joint Ventures and Associate Companies formed/acquired:
 
 1. Dhamra LNG Terminal Private Limited (Subsidiary of the Company).
 
 2. Adani Green Energy Limited (Subsidiary of the Company).
 
 3. Adani Green Energy (Tamilnadu) Limited (Subsidiary of the Adani
 Green Energy Limited which is a subsidiary of the Company).
 
 4. Adani Renewable Energy Park Limited (Subsidiary of the Company).
 
 5. Adani Renewable Energy Park (Gujarat) Limited (Subsidiary of the
 Adani Renewable Energy Park Limited which is a subsidiary of the
 Company).
 
 6. Adani Defence Systems and Technologies Limited (Subsidiary of the
 Company).
 
 7. Adani Agri Logistics (Dewas) Limited (Subsidiary of the Company).
 
 8. Adani Agri Logistics (Hoshangabad) Limited (Subsidiary of the
 Company).
 
 9. Adani Agri Logistics (Harda) Limited (Subsidiary of the Company).
 
 10. Adani Agri Logistics (Satna) Limited (Subsidiary of the Company).
 
 11. Adani Agri Logistics (Ujjain) Limited (Subsidiary of the Company).
 
 12. Jhar Mining Infra Private Limited (Subsidiary of the Adani Mining
 Private Limited which is a subsidiary of Company).
 
 13. The Dhamra Port Company Limited (Subsidiary of the Adani Ports and
 Special Economic Zone Limited which is a subsidiary of the Company).
 
 14. Adani Power (Karnataka) Limited (Subsidiary of the Adani Power
 Limited which is a subsidiary of the Company).
 
 15. Mundra Solar Technopark Private Limited (Subsidiary of the Adani
 Ports and Special Economic Zone Limited which is a subsidiary of the
 Company).
 
 - Cessation of the Subsidiary, Joint Ventures and Associate Companies
 
 1. PT Karya Pernitis Sejati (Subsidiary of PT Sumber Dana Usaha).
 
 2. Adani Rail Infra Private Limited (Formerly Adani Shipyard Private
 Limited a Subsidiary of Adani Ports and Special Economic Zone Limited).
 
 In view of the above, the total number of subsidiaries as on 31st
 March, 2015 was 93.
 
 Pursuant to the provisions of Section 129, 134 and 136 of the Companies
 Act, 2013 read with rules framed thereunder and pursuant to Clause 41
 of the Listing Agreement, your 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 forms part of
 the 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. The separate
 audited financial statement in respect of each of the subsidiary
 companies is also available on the website of the Company. 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
 
 Ms. Dharmishta N. Rawal (DIN : 02792246) and Mr. Pranav Adani (DIN :
 00008457) were appointed as Additional Directors of the Company w.e.f.
 31st March, 2015 to hold office upto the ensuing Annual General
 Meeting. The Nomination and Remuneration Committee and the Board of
 Directors at their respective meetings held on 13th May, 2015
 recommended and approved the appointment of and payment of remuneration
 to Mr. Pranav Adani as an Executive Director designated as Director of
 the Company subject to approval of members at the ensuing Annual
 General Meeting. The Company has received notices from a member
 proposing appointment of Ms. Dharmishta N. Rawal and Mr. Pranav Adani
 as Directors of the Company.
 
 The tenure of Mr. Rajesh S. Adani as Managing Director of the Company
 will expire on 10th June, 2015.  The Nomination and Remuneration
 Committee and the Board of Directors at their respective meetings held
 on 13th May, 2015 recommended and approved the re-appointment and
 payment of remuneration to Mr. Rajesh S. Adani as a Managing Director
 of the Company for a further period of five years i.e. upto 10th June,
 2020, subject to the approval of members. Terms and conditions for his
 re-appointment are contained in the Explanatory Statement forming part
 of the notice of the ensuing Annual General Meeting.
 
 In accordance with the provisions of Section 149 of the Companies Act,
 2013, Ms. Dharmishta N. Rawal is being appointed as an Independent
 Director to hold office as per her 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. S. K. Tuteja, Dr.
 Ravindra H. Dholakia and Mr. Berjis Desai were appointed as Independent
 Directors at the Annual General Meeting of the Company held on 9th
 August, 2014. The terms and conditions of appointment of Independent
 Directors are as per Schedule IV of the Act. Your 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 and there has been no change in the circumstances which may
 affect their status as Independent Director during the year.
 
 Brief details of Directors proposed to be appointed/re-appointed as
 required under Clause 49 of the Listing Agreement are provided in the
 Annexure to the Notice of the Annual General Meeting.
 
 Pursuant to the requirements of the Companies Act, 2013 and Articles of
 Association of the Company, Mr. Rajesh S. Adani (DIN : 00006322) is
 liable to retire by rotation and being eligible offers himself for
 re-appointment.
 
 During the period under review, Mr. Parthiv Parikh resigned as Company
 Secretary and Compliance Officer of the Company w.e.f. 15th April,
 2015. Mr. Jatin Jalundhwala was appointed as Company Secretary and
 Compliance Officer of the Company w.e.f. 13th May, 2015.
 
 The Board recommends the appointment/re-appointment of above directors
 for your approval.
 
 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 judgement 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, 2015 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 5 (five) 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 26th March, 2015, 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 Chairman 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 Board
 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
 
 Your 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.
 
 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 BOARD
 
 Details of various committees constituted by the Board of Directors as
 per the provision of Clause 49 of the Listing Agreement and 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
 made available on the website 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 Clause 49 of the Listing
 Agreement 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 by Clause 49 of
 the Listing Agreement.
 
 In compliance with Corporate Governance requirements as per Clause 49
 of the Listing Agreement, 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, 2015
 as stipulated under Clause 55 of Listing Agreement is annexed to this
 Report.
 
 PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE
 
 As per the requirement of The Sexual Harassment of Women at Workplace
 (Prevention, Prohibition & Redressal) Act, 2013 and rules made
 thereunder, your Company has constituted Internal Complaints 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 the related party transactions entered into 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.
 
 During the year under review, your Company has entered into transaction
 with related party which are material as per clause 49 of the Listing
 Agreement and the details of said transaction is provided in the Notice
 of the Annual General Meeting.
 
 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
 
 M/s. Dharmesh Parikh & Co., Chartered Accountants (Firm Registration
 No.: 112054W), the Statutory Auditors of the Company, will retire at
 the conclusion of the ensuing Annual General Meeting and are eligible
 for re-appointment. Your Company has received a letter from M/s.
 Dharmesh Parikh & Co., Chartered Accountants, to the effect that their
 appointment, if made, would be within the prescribed limits under
 Section 141 of the Companies Act, 2013 read with rules made thereunder
 and that they are not disqualified for such appointment.
 
 Your Directors recommend the re-appointment of M/s. Dharmesh Parikh &
 Co., Chartered Accountants, as Statutory Auditors of the Company to
 hold office from the conclusion of this Annual General Meeting till the
 conclusion of 25th Annual General Meeting of the Company to be held in
 the calendar year 2017.
 
 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.
 
 SECRETARIAL AUDIT REPORT
 
 Pursuant to the provisions of Section 204 of the Companies Act, 2013
 and the rules made thereunder, the Company had appointed Mr. Ashwin
 Shah, Practising Company Secretary to undertake the Secretarial Audit
 of the Company. The Secretarial Audit Report for FY 2014-15 is annexed,
 which forms part of this report as Annexure-B. There were no
 qualifications, reservation or adverse remarks given by Secretarial
 Auditor of the Company.
 
 COST AUDIT REPORT
 
 Your Company has appointed M/s. K V Melwani & Associates, Practising
 Cost Accountants to conduct audit of cost records of Mining Activities
 of the Company for the year ended 31st March, 2016. The Cost Audit
 Report for the year 2013-14 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 the 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
 shareowners, esteemed customers, suppliers and business associates for
 their faith, trust and confidence reposed in the 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 the Company continues to grow and excel.
 
                            For and on behalf of the Board of Directors
 
 Date : 13th May, 2015 
 Place: Ahmedabad                                    Gautar''S Adam
                                                     Executive Chairman
                                                      (DIN: 00006273)
Source : Dion Global Solutions Limited
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