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Adani Ports and Special Economic Zone Ltd.

BSE: 532921 | NSE: ADANIPORTS |

Represents Equity.Intra - day transactions are permissible and normal trading is done in this category
Series: EQ | ISIN: INE742F01042 | SECTOR: Infrastructure - General

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Annual Report

For Year :
2021 2019 2018 2017 2016 2015 2014 2013 2012

Director’s Report

Your Directors are pleased to present the 22nd Annual Report along with the audited financial statements of your Company for the financial year ended March 31, 2021.

Financial Performance

The audited financial statements of the Company as on March 31, 2021 are prepared in accordance with the relevant applicable Ind AS and Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”) and provisions of the Companies Act, 2013 (“Act”).

The summarised financial highlight is depicted below:

<div align=right>(Rs. in crore)</div>
<table border=1 cellpadding=2 cellspacing=0 width=100%>
<tr>
<td>Particulars</td>
<td colspan=2>Consolidated</td>
<td colspan=2>Standalone</td>
</tr>
<tr>
<td></td>
<td>2020-21</td>
<td>2019-20</td>
<td>2020-21</td>
<td>2019-20</td>
</tr>
<tr>
<td>Revenue from operations</td>
<td>12549.6</td>
<td>11873.07</td>
<td>4377.15</td>
<td>4643.28</td>
</tr>
<tr>
<td>Other Income</td>
<td>1970.23</td>
<td>1861.35</td>
<td>2266.31</td>
<td>2902.97</td>
</tr>
<tr>
<td>Total Income</td>
<td>14519.83</td>
<td>13734.42</td>
<td>6643.46</td>
<td>7546.25</td>
</tr>
<tr>
<td>Expenditure other than Depreciation and
Finance cost</td>
<td>4566.16</td>
<td>4307.68</td>
<td>1506.27</td>
<td>1627.64</td>
</tr>
<tr>
<td>Depreciation and Amortisation Expenses</td>
<td>2107.34</td>
<td>1680.28</td>
<td>619.18</td>
<td>553.29</td>
</tr>
<tr>
<td>Foreign Exchange (Gain) / Loss (net)</td>
<td>-715.24</td>
<td>1626.38</td>
<td>-718.48</td>
<td>1581.71</td>
</tr>
<tr>
<td>Finance Cost</td>
<td colspan=4 style=''mso-ignore:colspan''></td>
</tr>
<tr>
<td>- Interest and Bank Charges</td>
<td>2129.16</td>
<td>1950.64</td>
<td>2201.15</td>
<td>1878.55</td>
</tr>
<tr>
<td>- Derivative (Gain)/Loss</td>
<td>126.13</td>
<td>-137.5</td>
<td>125.7</td>
<td>-126.67</td>
</tr>
<tr>
<td>Total Expenditure</td>
<td>8213.55</td>
<td>9427.48</td>
<td>3733.82</td>
<td>5514.52</td>
</tr>
<tr>
<td>Profit before share of Profit/ (Loss)
from joint ventures exceptional items and tax</td>
<td>6306.28</td>
<td>4306.94</td>
<td>2909.64</td>
<td>2031.73</td>
</tr>
<tr>
<td>Share of loss from joint ventures</td>
<td>-14.27</td>
<td>-4.39</td>
<td>-</td>
<td>-</td>
</tr>
<tr>
<td>Profit before exceptional items and tax</td>
<td>6292.01</td>
<td>4302.55</td>
<td>2909.64</td>
<td>2031.73</td>
</tr>
<tr>
<td>Add/(Less):- Exceptional Items</td>
<td>-</td>
<td>-58.63</td>
<td>-</td>
<td>-</td>
</tr>
<tr>
<td>Total Tax Expense</td>
<td>1243.27</td>
<td>459.39</td>
<td>981.71</td>
<td>97.48</td>
</tr>
<tr>
<td>Profit for the year</td>
<td>5048.74</td>
<td>3784.53</td>
<td>1927.93</td>
<td>1934.25</td>
</tr>
<tr>
<td>Other Comprehensive income (net of tax)</td>
<td>-15.92</td>
<td>36.62</td>
<td>8.18</td>
<td>11.31</td>
</tr>
<tr>
<td>Total Comprehensive Income for the year
(net of tax)</td>
<td>5032.82</td>
<td>3821.15</td>
<td>1936.11</td>
<td>1945.56</td>
</tr>
<tr>
<td>Attributable to:</td>
<td colspan=4></td>
</tr>
<tr>
<td>Equity holders of the parent</td>
<td>4978.82</td>
<td>3800.19</td>
<td>-</td>
<td>-</td>
</tr>
<tr>
<td>Non-controlling interests</td>
<td>54</td>
<td>20.96</td>
<td>-</td>
<td>-</td>
</tr>
</table>

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 Highlights

Your Company handled record cargo throughput of 247 MMT in FY 2020-21. Mundra Port continues to rank 1st in terms of total cargo handling and 2nd in terms of container cargo handling during the year under review. The other ports developed and being operated by your Company at Hazira, Tuna, Dhamra and Ennore have also performed well.

The key aspects of your Company’s consolidated performance during the FY 2020-21 are as follows:

* Handled cargo of 247 MMT, a growth of 11% yearon- year basis.

* Container volume crossed 7.2 million TEUs an increase of 16% on year-on-year basis. Market share of APSEZ in container has increased to 41% of All India container volume in FY 2020-21.

* Consolidated revenue from operations stood at Rs. 12,549.60 crore in FY 2020-21.

* Profit after tax for the FY 2020-21 stood at Rs. 5,048.74 crore.

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

Covid-19

Due to outbreak of Covid-19 globally and in India, the Company’s management has made assessment of likely impact on business and financial risks based on internal and external sources. The management has also considered the possible effects of Covid-19 on the carrying amounts of its financial and nonfinancial assets and debt covenants using reasonably available information, estimates and judgments and has determined that none of these balances require a material adjustment to their carrying values, and that the management does not see any medium to long term risks in the Company’s ability to continue as a going concern and meeting its liabilities as and when they fall.

Dividend

Your Directors have recommended a dividend of 250% (Rs. 5) per Equity Share of Rs. 2 each and 0.01% dividend on 0.01% Non-Cumulative Redeemable Preference Shares of Rs. 10 each for the FY 2020-21. The said dividend, if approved by the members, would involve a cash outflow of Rs. 1,020.88 crore. The dividend recommended is in accordance with the Company’s Dividend Distribution and Shareholder

Return Policy.

Transfer to Reserves

The closing balance of the retained earnings of the Company for FY 2020-21, after all appropriations and adjustments was Rs. 17,128.30 crore.

Senior Unsecured Notes (‘Notes’) Issuance - Rule 144A/Regulation S Offerings

During the year under review, your Company has issued USD 750 million 4.20% Senior Unsecured Notes due 2027 and USD 500 million 3.10% Senior Unsecured Notes due 2031.

From the proceeds of issuance of USD 500 million Notes, the Company has announced the redemption of its USD 500 million 3.95% Senior Unsecured Notes due 2022, out of which USD 321.174 million Notes were redeemed through cash tender offer and the balance USD 178.826 million Notes were redeemed pursuant to the terms of the trust deed.

These Notes are rated Baa3 by Moody’s, BBB- by S&P and BBB- by Fitch.

Status of Scheme of Arrangement

During the year under review, the Board of Directors at its meeting held on March 3, 2021 had approved the Composite Scheme of Arrangement between Adani Ports and Special Economic Zone Ltd and Brahmi Tracks Management Services Pvt. Ltd (“Brahmi”) and Adani Tracks Management Services Pvt. Ltd (“Adani Tracks”) and Sarguja Rail Corridor Pvt. Ltd (“Sarguja”) and their respective shareholders and creditors (“Scheme”) under sections 230 to 232 and other applicable provisions of the Act –

(a) amalgamation of Brahmi with APSEZ, with effect from the Appointed Date 1 i.e. April 1, 2021, pursuant to the provisions of Sections 230-232 and/or other applicable provisions of the Act.

(b) amalgamation of Adani Tracks with Sarguja, with effect from the Appointed Date 2 i.e. April 2, 2021, pursuant to the provisions of Sections 230-232 and/or other applicable provisions of the Act.

(c) transfer of the Divestment Business Undertaking (Mundra Rail Business), as a going concern on Slump Sale basis, with effect from the Appointed Date 2 i.e. April 2, 2021, by APSEZ to Sarguja, for a lump sum consideration under Sections 230-232 and/or other applicable provisions of the Act and in accordance with Section 2(42C) of the Income Tax Act.

(d) upon the Scheme becoming effective, the name of Sarguja, shall stand changed to “Adani Tracks Management Services Pvt. Ltd.”

(e) various other matters consequential or otherwise integrally connected with the Scheme.

Rationale/ objective of the Scheme:

(a) Over the years, there has been growth in the logistic sector. The Government of India has also come out with various public private participation schemes to efficiently meet the increasing demand in the logistics sector. With Dedicated Freight Corridor implementation, the rail share is expected to increase meaningfully. Thus, there is a significant opportunity in developing the rail assets considering the growth demand and infrastructure build requirement.

(b) It is the objective of APSEZ to (i) consolidate the rail assets under one entity which will diligently work for the development, maintenance and operation of existing and new railway lines across the country; (ii) tap private partnership opportunity for developing the first mile – last mile connectivity and increasing the network capacity for rail transport; and (iii) create center of excellence to bring best practices, operational efficiency, technology integration and common skill set.

(c) The Scheme will result in, inter alia, the following benefits:

(i) consolidation of the rail business, productive utilization of combined resources, operational and administrative efficiencies, economics of scale, reduction in overheads and other expenses, reduction in the multiplicity of legal and regulatory compliances and consequential creation of greater value for shareholders and all other stakeholders;

(ii) track footprint of Sarguja will supplement to APSEZ’s strategy of providing end to end logistics for hinterland to hinterland cargo movement;

(iii) availability of expanded business prequalifications, increased net worth to enable to bid for larger and more complex rail infrastructure projects and provide better access to the funds for growth opportunities;

and

(iv) benefit from the complimentary skills of the combined management team, which in turn would enhance the overall corporate capability, provide focused strategic leadership and facilitate better supervision of the business.

The said Scheme will be effective upon approval of shareholders, creditors, Hon’ble National Company Law Tribunal and other regulatory and statutory approvals as applicable.

Issue of Equity Shares on preferential basis

Pursuant to the shareholders’ approval received at Extra-ordinary General Meeting held on April 6, 2021, the Company has allotted 1,00,00,000 equity shares of the face value of Rs.2 each, at a price of Rs.800 per equity share (at a premium of Rs.798 per equity share), aggregating to Rs.800 crore on April 19, 2021 to Windy Lakeside Investment Ltd. (an affiliate of Warburg Pincus), for cash consideration, by way of a preferential issue on a private placement basis in terms of provisions of Section 42, 62 and such other applicable provisions of the Act read with the rules made thereunder and Chapter V of the Securities Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018.

Pursuant to the aforesaid allotment, the paid up equity share capital of the Company stands increased from 203,17,51,761 equity shares of Rs.2/- each to 204,17,51,761 equity shares of Rs.2/- each.

Fixed Deposits

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

Non-Convertible Debentures

During the year under review, your Company has issued and allotted 30,000 Rated, Listed, Secured Redeemable Non-Convertible Debentures (NCDs) of face value of Rs.10 lakh each aggregating to Rs.3,000 crore on a private placement basis listed on the Wholesale Debt Market Segment of BSE Ltd. Further, your Company has redeemed 700 NCDs on April 23, 2021, of face value of Rs.10 lakh each issued on private placement basis.

Particulars of loans, guarantees or investments

The provisions of Section 186 of the Act, with respect to a loan, guarantee, investment or security is not applicable to the Company, as the Company is engaged in providing infrastructural facilities which is exempted under Section 186 of the Act. The details of investments made during the year under review are disclosed in the financial statements.

Subsidiaries, Joint Ventures and Associate Companies

Your Company has 77 subsidiaries and 7 joint ventures as on March 31, 2021.

During the year under review, following changes have taken place in subsidiaries and joint ventures :

* Adani Krishnapatnam Port Ltd. * Aqua Desilting Pvt. Ltd. * Dighi Port Ltd. * Adani Krishnapatnam Container Terminal Pvt. Ltd. * Adani KP Agriwarehousing Pvt. Ltd. * Shankheshwar Buildwell Pvt. Ltd. * Sulochana Pedestal Pvt. Ltd. * NRC Ltd. * Adani Logistics International Pte Ltd., Singapore * Dighi Roha Rail Ltd. (JV of Dighi Port Ltd.)

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, the 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 forms part of this Annual Report.

The annual financial statements and related detailed information of the subsidiary companies shall be made available to the members 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 members during working hours at the 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 the Company and audited accounts of each of its subsidiaries, are available on website www.adaniports.com. Pursuant to Section 134 of the Act read with rules made thereunder, the details of developments of subsidiaries and joint ventures of the Company are covered in the Management Discussion and Analysis Report which forms part of this Report.

Directors and Key Managerial Personnel

During the year under review, Mr. Mukesh Kumar, IAS (DIN: 06811311), representing Gujarat Maritime Board, resigned as a Director of the Company w.e.f May 22, 2020. The Board placed on record the deep appreciation for valuable services and guidance provided by him during the tenure of his Directorship.

Mr. P. S. Jayakumar (DIN: 01173236) was appointed as an Additional Director and also an Independent Director for a period of five consecutive years w.e.f July 23, 2020, subject to approval of members at the ensuing Annual General Meeting. In the opinion of the Board, he possesses requisite expertise, integrity and experience (including proficiency) for appointment as an Independent Director of the Company.

Mrs. Avantika Singh Aulakh, IAS (DIN: 07549438), Vice Chairman & CEO, Gujarat Maritime Board was appointed as an Additional Director of the Company w.e.f September 15, 2020, subject to approval of members at the ensuing Annual General Meeting.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed in 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.

Pursuant to the requirements of the Act and Articles of Association of the Company, Dr. Malay Mahadevia (DIN: 00064110) is liable to retire by rotation and being eligible offers himself for re-appointment.

The Board recommends the appointment/reappointment 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 the Annual General Meeting.

Pursuant to provision of Section 203 of the Act, Mr. Deepak Maheshwari ceased to be Chief Financial Officer & Key Managerial Personnel of the Company with effect from close of business hours on May 5, 2021.

Directors’ Responsibility Statement

Pursuant to Section 134(5) of the Act, 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 and there are no material departures;

b. that such accounting policies have been selected and applied consistently and judgements 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 March 31, 2021 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 Act 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 are adequate and operating effectively;

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

Policies

During the year under review, the Board of the Company have amended /approved changes in Policy on Board Diversity, Dividend Distribution & Shareholder Return Policy and Code of Internal Procedure and Conduct for regulating, monitoring and reporting of trading by Insiders.

The policies adopted by the Company are available on website of the Company at https://www.adaniports.com

Number of Board Meetings

The Board of Directors met 7 (seven) 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 March 30, 2021, 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 Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

Board Evaluation

The Grant Thornton Bharat LLP, advisory firm was engaged to facilitate the evaluation and effectiveness process of the Board, its Committees and individual Directors for the FY 2020-21.

A detailed Board effectiveness assessment questionnaire was developed by advisory firm keeping in mind the various parameters. Virtual Meetings were organized with members of the Board and discussions were held on six themes i.e. strategic perspective, competency and capability, ESG focus, diversity and inclusion, risk and compliance culture, and communication.

The recommendations arising from the evaluation process was discussed at the Independent Director’s meeting held on March 30, 2021, Nomination and Remuneration Committee meeting and Board meeting held on May 4, 2021. The same was considered by the Board to optimise its effectiveness.

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 Act is available on the website of the Company at https://www.adaniports.com/Investors/Corporate-Governance

Internal Financial control system and their adequacy

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

Risk Management

The Board of Directors 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. The major risks identified by the businesses are systematically addressed through mitigation actions on a continual basis.

Committees of Board

Details of various committees constituted by the Board of Directors of the Company as per the provisions of the Act and SEBI Listing Regulations are given in the Corporate Governance Report which forms part of this report.

Sustainability and Corporate Social

Responsibility

The Board of Directors of the Company has constituted a Sustainability and Corporate Social Responsibility Committee and has framed a Policy. The brief details of Committee are provided in the Corporate Governance Report. The Annual Report on CSR activities is annexed and forms part of this report. The policy is available on the website of the Company at https://www.adaniports.com/Investors/Corporate-Governance.

Corporate Governance and Management Discussion and Analysis

Separate reports on Corporate Governance compliance and Management Discussion and Analysis as stipulated by SEBI Listing Regulations forms part of this Annual Report along with the required Certificate from a Practising 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 the Company, who have affirmed the compliance thereto.

Business Responsibility Report

The Business Responsibility Report for the year ended March 31, 2021 as stipulated under Regulation 34 of SEBI Listing Regulations is annexed which forms part of this Annual 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 which is responsible for redressal of complaints related to sexual harassment. During the year under review, there were no complaints pertaining to sexual harassment.

Annual Return

Pursuant to Section 92(3) read with Section 134(3) (a) of the Act, the Annual Return as on March 31, 2021 is available on the Company’s website on https://www.adaniports.com/-/media/Project/Ports/Investor/Investor-Downloads/Annual-Return/AnnualReturn2021.pdf

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 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.

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.

Sustainability

Business sustainability is an important part of decision making process for your Company. Sustainability framework provides input to identify risks and opportunities and formulate mitigation strategy. All the subsidiaries and joint ventures are also part of the sustainability framework. This framework widely covers all the aspects of Environmental, Social and Governance (ESG) right from assessing topics material to business by considering risks, externalities and stakeholders’ concern; prioritized to be relevant in short, recover in medium and resilient in long term. The entire process is overseen by Board and other concerned committees for the long-term success of the business.

Your Company believes stakeholder engagement finds its place at the core of business strategies which thrives for inclusive development. Therefore, the Company has outlined its commitment in stakeholder engagement policy and developed the stakeholder engagement procedure.

Your Company engages with national/ international NGOs and Not-for-Profit organizations to align its ESG performance to the global standard. Your Company discloses its climate change and water security performance to CDP, Communications on Progress (COP) to UNGC and sustainability performance to DJSI. We engage with WRI/ WBCSD to adopt GHG protocols for GHG emission management, SBTi to set Science Based Targets in line with 1.5oC scenario, IUCN and IBBI for biodiversity management, World Economic Forum (WEF) and Confederation of Indian Industry (CII) for consulting services and policy advocacy. We have also set regional targets of Sustainable Development Goals (SDGs) as per our business activities.

Environmental

Your Company has taken several steps to become Green Port by Natural Capital Management and adopting best practices across all the operational sites. We ensure compliance to environment and related applicable regulations and continually improves its performance.

Energy is an important indicator for port operations as it contributes to GHG emissions. Your Company is taking several initiatives for energy conservation through various energy efficiency enhancement programmes, which not only results in environmental benefits but also reduces the operational costs.

Your Company and other subsidiaries have commissioned 20 MW of renewable energy projects and procuring renewable energy from 15 MW wind project through Power Purchase Agreement (PPA). The renewable energy share is 5.3% of energy mix which supports to the SDG target 7.2.1 of Goal 7. Your Company and its subsidiaries have decreased its energy intensity by 33% compared to base year FY 2015-16 which support to the SDG target 7.3.1 of Goal 7. Correspondingly reduced emission intensity by 35% compared to base year FY 2015-16 which supports to the country’s NDC target of lower the emission intensity of GDP by 33-35% by 2030 below 2005 level. Compared to previous year the absolute energy and emissions has increased by 16% and 9% respectively due to addition of new ports. Your Company has saved 29359 tCO2e emissions through renewable energy projects and procurement during FY 2020-21. Water is being an important resource; its management is always a key concern for the Company. Your Company is putting best efforts for effective water management practices for reduction in water consumptions and thereby reducing the water withdrawal as part of the water management plan. Your Company has created a sewage collection infrastructure by laying down the pipeline to channelize the sewage water from nearby villages to our treatment facilities. By this initiative, your Company is supporting to SDG target “6.3 Improve water quality by reducing pollution” of Goal 6. Your company has carried out rain water harvesting at Dhamra and Kattupalli sites and harvested rain water has been used for industrial and horticulture requirements. Your Company and its subsidiaries have increased its water consumption by 4%. However, 2,970 million liter of fresh water has been avoided by withdrawing desalinated sea water, by utilizing other industries treated water and Rain water harvesting during FY 2020-21.

The Company has developed a vision for “Zero Waste to landfill” and has taken various initiative in line to 5 R’s (Reduce, Reuse, Reprocess, Recycle, Recover) towards making APSEZ – a Zero Waste Company. The Company’s waste disposed from our port sites has increased by 20% in FY 2020-21. Being a service industry we don’t have potential to recycling of generated waste in our operations, however 20% waste sold for recycle and 23% to reprocess, 39% sent for recovery as co-processing, 13% is reused within operation and maintenance activities, 2% sent for incineration and 3% for landfilling. Additionally, 4497 MT of Metal scrap has been sent for recycling in FY 2020-21. Three of the Port sites namely Mundra, Kattupalli and Ennore are awarded with Zero Waste to Landfill (ZWL) certification and nine of our ports are certified as Single Use Plastic (SUP) Free Sites.

The Company has created terrestrial green cover over an area of 965 hectares across all ports, ICDs and agri-logistic sites. The Company has completed the mangrove afforestation in 2,989 hectares and continuing mangrove conservation of 2,596 hectares at Mundra, Gujarat and 9 hectares at Dhamra, Odisha, 3.64 hectares at Krishnapatnam, Andhra Pradesh. A unique pilot project of development of bio-shield for protection of coastal areas has been completed at Tankari village Jambusar, Gujarat and a new bioshield project has been initiated at Malpur village, Jambusar, Gujarat.

Occupational Health and Safety

Apart from the ISO certification, your Company has adopted its own Safety Management System (SMS) which is based on the philosophy that safety is primarily line management’s responsibility. The SMS comprises 20 elements, with each element being owned by an element owner who is from the line management at business site. These element owners are accountable for implementation, monitoring and sustenance of their respective element.

Your Company aspires to be a globally admired Occupational, Health and Safety (OHS) leader in infrastructure space. The 10 lifesaving safety rules are non-negotiable and sacrosanct.

The Occupational Health and Safety policy, OHS vision & mission and 10 Life Saving Rules have been communicated to all the stakeholders. Further, to give impetus to organization’s HSE & well-being, messages have been issued by the senior leadership team emphasising the “Safety First” culture.

Auditors & Auditors’ Report

Pursuant to the provisions of Section 139 of the Act read with rules made thereunder, as amended, M/s. Deloitte Haskins & Sells LLP, Chartered Accountants (Firm Registration No 117366W/W-100018), were appointed as Statutory Auditors of the Company to hold office till the conclusion of the Annual General Meeting of the Company to be held in the calendar year 2022. They have confirmed that they are not disqualified from continuing as Statutory Auditors of the Company.

The Notes to the financial statements referred in the Auditors Report are self-explanatory. There are no qualifications or reservations or adverse remarks or disclaimers given by Statutory Auditors’ of the Company and therefore do not call for any comments under Section 134 of the Act. The Auditors’ Report is enclosed with the financial statements in this Annual Report.

Secretarial Audit Report

Pursuant to the provisions of Section 204 of the Act read with the rules made thereunder, your Company has re-appointed Mr. Ashwin Shah, Practising Company Secretary to undertake the Secretarial Audit of the Company. The Secretarial Audit Report for FY 2020-21 is annexed which forms part of this report as Annexure-A. There are no qualifications, reservations or adverse remarks in the Secretarial Audit Report of the Company.

Reporting of frauds by auditors

During the year under review, neither the statutory auditors nor the secretarial auditor has reported to the Audit Committee or the Board, under Section 143 (12) of the Act, any instances of fraud committed against the Company by its officers or employees, the details of which would need to be mentioned in the Board’s Report.

Particulars of Employees

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 are provided in separate annexure forming part of this report as Annexure-B.

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, will be provided upon request. In terms of Section 136 of the Act, 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 Act read with rule 8 of the Companies (Accounts) Rules, 2014, as amended from time to time is annexed to this report as Annexure-C.

Acknowledgement

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

<table border=0 cellpadding=0 cellspacing=0 width=100%>
<tr>
<td colspan=2 align=right>for and on behalf of the Board of Directors</td>
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<td colspan=2 align=right>Gautam S. Adani</td>
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<td with=50%>Place: Ahmedabad<br>Date: May 4, 2021</td>
<td with=50% align=right>Chairman and Managing Director<br>(DIN: 00006273)</td>
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Director’s Report