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Adani Transmission Ltd.

BSE: 539254 | NSE: ADANITRANS |

Represents Equity.Intra - day transactions are permissible and normal trading is done in this category
Series: EQ | ISIN: INE931S01010 | SECTOR: Power - Transmission & Equipment

BSE Live

Sep 25, 16:00
247.15 12.15 (5.17%)
Volume
AVERAGE VOLUME
5-Day
160,786
10-Day
94,308
30-Day
91,866
28,164
  • Prev. Close

    235.00

  • Open Price

    235.05

  • Bid Price (Qty.)

    247.15 (1000)

  • Offer Price (Qty.)

    247.15 (1)

NSE Live

Sep 25, 15:59
247.55 12.75 (5.43%)
Volume
AVERAGE VOLUME
5-Day
355,172
10-Day
363,618
30-Day
715,614
301,204
  • Prev. Close

    234.80

  • Open Price

    238.90

  • Bid Price (Qty.)

    247.55 (1056)

  • Offer Price (Qty.)

    0.00 (0)

Annual Report

For Year :
2019 2018 2017 2016

Director’s Report

Dear Shareholders,

The Directors are pleased to present the 6th Annual Report along with the audited financial statements of your Company for the financial year ended on 31st March, 2019.

Financial Performance Summary

The summarized financial highlight is depicted below:

(Rs. in Crore)

Particulars

Consolidated

Standalone

2018-19

2017-18

2018-19

2017-18

FINANCIAL RESULTS

Total Revenue

7560.80

4,055.19

1631.41

1,610.32

Total Expenditure other than Financial Costs and Depreciation

4543.22

1,118.47

843.84

840.71

Profit before Depreciation, Finance Costs and Tax

3017.58

2,936.72

787.57

769.61

Finance Costs

1391.03

885.63

733.45

794.16

Depreciation, Amortization and Impairment Expense

882.15

579.41

0.12

0.08

Profit / (Loss) for the year before Rate Regulated Activities, Exceptional Items and Tax

744.40

1471.68

54.00

(24.63)

Add / (Less) Net movement in Regulatory Deferral Account Balances-Income / (Expense)

95.84

-

-

-

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

840.24

1,471.68

54.00

(24.63)

Add / (Less) Exceptional Items

-

-

-

-

Profit / (Loss) for the year before Taxation

840.24

1,471.68

54.00

(24.63)

Total Tax Expenses

281.04

328.74

11.60

-

Profit / (Loss) for the year

559.20

1,142.94

42.40

(24.63)

Add / (Less) Share in Joint Venture & Associates

-

-

-

-

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

559.20

1,142.94

42.40

(24.63)

Other Comprehensive Income

-

-

-

-

- Items that will not be reclassified to profit or loss

(1.42)

0.31

(0.17)

(0.06)

- Items that will be reclassified to profit or loss

9.19

(25.91)

9.67

(42.65)

Other Comprehensive Income (After Tax) (B)

7.77

(25.60)

9.50

(42.71)

Total Comprehensive Income for the year (C) = (A B)

566.97

1,117.34

51.90

(67.34)

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

-

-

-

-

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

566.97

1,117.34

51.90

(67.34)

Balance carried to Balance Sheet

566.97

1,117.34

51.90

(67.34)

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, 2019, 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 2018-19 are as follows:

Operational Highlights

Your Company is the largest power transmission and distribution company operating in the private sector in India and owns, operate and maintain 11,348 CKT Kms of transmission lines ranging from 132 KV to 765 KV, with a total transformation capacity 18,330 MVA. Your Company has fourteen fully operational Transmission Systems that primarily serve the Northern and Western regions of India and is constructing additional projects of 2,214 CKT Kms in Chhattisgarh, Uttar Pradesh, Jharkhand and Bihar, which were awarded through Tariff Based Competitive Bidding process. With completion of all ongoing projects, the network of the Company is to 13,562 CKT Kms.

Your Company’s operating performance in FY19 has set the best benchmark in the country in terms of consistent operational Network availability ranging from 99.80% to 100%. Your Company continues to pursue the organic as well as inorganic growth opportunities. We have a strong & seamless integration of processes, people & technology which has laid a strong foundation for the Company to create the value for its stakeholders.

Financial Highlights:

- Consolidated total income in FY19 was Rs. 7,561 Crore as compared to Rs. 4,055 Crore in FY18.

- Consolidated EBIDTA in FY19 was Rs. 3,113 Crore as compared to Rs. 2,937 Crore in FY18.

- Consolidated PAT in FY19 was at Rs. 559 Crore as compared to Rs. 1,143 Crore in FY18.

Standalone Financial Results:

On standalone basis, your Company registered total revenue of Rs. 1,631 Crore in FY19 as compared to Rs. 1,610 Crore in FY18. 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

The Board of Directors of your company, after considering holistically the relevant circumstances and keeping in view the tremendous growth opportunities that your company is currently engaged with, has decided that it would be prudent not to recommend any Dividend for the year under review.

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 bought back 1184 Rated, Listed, Taxable, Secured, Redeemable, Non-Convertible Debentures of the face value of Rs. 10 Lakhs each issued on private placement basis on 26th March, 2019.

As on 31st March, 2019, 25,466 Rated, Listed, Taxable, Secured, Redeemable, Non-Convertible Debentures of face value of Rs. 10 Lakhs each aggregating to Rs. 2,546.60 Crores were outstanding as issued on private placement basis listed on the Wholesale Debt Market Segment of BSE Limited.

Particulars of loans, guarantees or Investments

The provisions of Section 186 of the Companies Act, 2013, with respect to a loan, guarantee or security are not applicable to the Company as the Company is engaged in providing infrastructural facilities which is exempted under Section 186 of the Companies Act, 2013. The details of investments made by the Company during the year under review are disclosed in the financial statements.

Subsidiaries, Joint Ventures and Associate Companies

Your Company had 15 direct subsidiaries as on 31st March, 2018. During the year under review, the following companies were acquired / incorporated -

- Ghatampur Transmission Limited from REC Transmission Projects Company Limited.

- Adani Electricity Mumbai Limited (earlier known as Reliance Electric Generation and Supply Limited) from Reliance Infrastructure Limited.

- Obra C-Badaun Transmission Limited from PFC Consulting Limited.

- KEC Bikaner Sikar Transmission Private Limited from KEC International Limited

- AEML Infrastructure Limited was incorporated as a wholly-owned subsidiary Company.

In view of the above, the total number of subsidiaries as on 31st March, 2019 was 20.

There are no associate companies or joint venture companies within the meaning of Section 2(6) of the Companies Act, 2013 (“Act”). There has been no material change in the nature of the business of the subsidiaries.

Pursuant to the provisions of Section 129, 134 and 136 of the Companies Act, 2013 read with rules framed thereunder and pursuant to 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 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. 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.adanitransmission.com. Details of developments of subsidiaries of the Company are covered in the Management’s Discussion and Analysis Report forms part of this Report.

Directors and Key Managerial Personnel

Pursuant to the requirements of the Companies Act, 2013 and Articles of Association of the Company, Mr. Gautam S. Adani (DIN: 0 0 0 06273) is liable to retire by rotation and being eligible offers himself for re-appointment.

Present tenure of Dr. Ravindra H. Dholakia, Mr. K. Jairaj and Mrs. Meera Shankar as Independent Director(s) expires on August, 2019, June, 2020 and June, 2020 respectively. The Nomination and Remuneration Committee and the Board of Directors at their respective meetings held on 28th May, 2019 recommended and approved the re appointment of said Independent Directors for a second term of 5 (five) year upto August, 2024, June, 2025 and June, 2025 respectively subject to approval of members.

In accordance with the provisions of Section 149 and Schedule IV of the Companies Act, 2013 and rules made thereunder, Dr. Ravindra H. Dholakia, Mr. K. Jairajand Mrs. Meera Shankar are being re-appointed as Independent Directors to hold office as per their tenure of re-appointment mentioned in the Notice of the ensuing Annual General Meeting of the Company.

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.

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.

Currently, the promoter group of the Company is holding 74.92% equity stake of the Company which is within the statutory limits. Further, the composition of the board of directors of the Company comprises judicial mix of 2 (Two) Promoter Directors, 3 (Three) independent directors and 1 (One) professional Managing Director and CEO, thereby ensuring the requirement of having 50% Board being Independent. The ownership and board governance structure(s) of the Company are independent to each other and the functioning of the Board as a collective body is primarily driven by theory of fiduciary duties of director thereby ensuring effectively protecting the interests of minority shareholders and long term value creation for its stakeholders.

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, 2019 and of the profit loss 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.

Policies

During the year under review, the Board of Directors of the Company have amended / approved changes in Corporate Social Responsibility policy; Nomination and Remuneration Policy of Directors, Key Managerial Personnel and Other Employees; Policy for determining Material Subsidiaries; Related Party Transaction Policy; Vigil Mechanism / Whistle Blower Policy; Code of Conduct for Board of Directors and Senior Management of the Company; Material Events Policy; Website Content Archival Policy and Code of internal procedures and conduct for regulating, monitoring and reporting of Trading by Insiders to comply with the recent amendments in the Companies Act, 2013 and SEBI Regulations. Accordingly, the updated policies are uploaded on website of the Company at http://www.adanitransmission. com/Investor-relation/investor-download.

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 13th February, 2019, 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.adanitransmission.com/ Investor-relation/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 Board

Details of various committees constituted by the Board of Directors as per the provisions of the SEBI Listing Regulations and Companies Act, 2013 are given in the Corporate Governance Report which forms part of this report.

Corporate Social Responsibility & Sustainability

The Company has constituted a Corporate Social Responsibility & Sustainability (CSR&S) Committee and has framed a CSR Policy. The brief details of (CSR&S) 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.adanitransmission.com/Investor-relation/ 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 form 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, 2019 as stipulated under Regulation 34 of the 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 (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 transactions with related party which are material as per Regulation 23 of the SEBI Listing Regulations and the details of the said transactions are provided in the Annexure to 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

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

Auditors & Auditors’ Report

Pursuantto the provisionsofSection139 of the Companies Act, 2013 read with rules made thereunder, M/s. Deloitte Haskins & Sells LLP, Chartered Accountants (Firm Registration No. 117366W/W-100018) hold office as the Statutory Auditors of the Company until the conclusion of the ensuing 10th Annual General Meeting (AGM) to be held in the year 2023.

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 Companies Act, 2013. 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 Companies Act, 2013 and the rules made thereunder, the Company has appointed M/s. Chirag Shah & Associates, Company Secretaries to undertake the Secretarial Audit of the Company. The Secretarial Audit Report for FY 2018-19 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.

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.

Acknowledgement

Your Directors are highly grateful for all the guidance, support and assistance received from the Government of India, various State Governments, 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 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

Place: Ahmedabad Gautam S. Adani

Date: 28th May, 2019 Chairman

(DIN: 00006273)

Director’s Report