Dear Shareholders,
Your Directors are pleased to present the 20th Annual Report
along with the Audited Financial Statements of your Company for the financial year ended
March 31, 2025 ("FY 2024-25/ FY25").
Financial Performance
The Audited Financial Statements of your Company (Standalone and
Consolidated) as on March 31, 2025, are prepared in accordance with the relevant
applicable Indian Accounting Standards ("Ind AS") and Regulation 33 of the
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 ("SEBI Listing Regulations") and the provisions of the
Companies Act, 2013 ("Act").
The summarized financial highlight is depicted below:
(Rs in crore)
Particulars |
Consolidated |
Standalone |
|
2024-25 |
2023-24 |
2024-25 |
2023-24 |
Revenue from operations |
5,411.68 |
4,816.49 |
5,397.90 |
4,813.48 |
Operating Expenses |
3,685.10 |
3,189.53 |
3,680.11 |
3,187.73 |
Administrative & Other Expenses |
593.35 |
523.24 |
584.65 |
522.01 |
Total Expenditure |
4,278.45 |
3,712.77 |
4,264.76 |
3,709.74 |
Operating EBITDA |
1,133.23 |
1,103.72 |
1,133.14 |
1,103.74 |
Other Income |
30.80 |
44.02 |
33.66 |
46.62 |
EBITDA |
1,164.03 |
1,147.74 |
1,166.80 |
1,150.36 |
Finance Costs |
100.65 |
111.45 |
100.32 |
111.35 |
Depreciation and Amortisation Expenses |
203.58 |
157.88 |
198.04 |
157.10 |
Profit for the year before Exceptional Items & Tax |
859.80 |
878.41 |
868.44 |
881.91 |
Profit before tax |
859.80 |
878.41 |
868.44 |
881.91 |
Tax Expense |
220.42 |
228.81 |
220.42 |
228.81 |
Profit for the year before share of profit / (loss) from
joint ventures |
639.38 |
649.60 |
648.02 |
653.10 |
Share of profit / (loss) from joint ventures |
15.03 |
17.90 |
- |
- |
Net Profit / (Loss) after Joint Ventures |
654.41 |
667.50 |
648.02 |
653.10 |
Notes:
1. There are no material changes and commitments affecting the
financial position of your Company which have occurred between the end of the financial
year and the date of this report.
2. Previous year figures have been regrouped/re-arranged wherever
necessary.
3. There has been no change in nature of business of your Company.
Performance Highlights Consolidated Financial Results:
The Audited Consolidated Financial Statements of your Company as on
March 31, 2025, forms part of this Integrated Annual Report.
The key aspects of your Company's consolidated performance during the
FY 2024-25 are as follows:
Consolidated Operational Highlights:
- Your Company has achieved CNG Sales Volume of 662.93 MMSCM which is @
66.7% of FY 2024-25 Sales Volume.
- Your Company has achieved the PNG Sales Volume 330.33 MMSCM which is
@ 33.3% of FY 2024-25 Sales Volume.
- Along with its JV i.e. IndianOil Adani Gas Private Limited (IOAGPL),
your Company now has operating license in 53 Geographical Areas.
- E-mobility - 2,338 charge point energised and approx. 32 lakhs kWh
(units) sold.
- Biomass Phase-1 of Barsana CBG Plant is operational with total 730 MT
Compressed Biogas (CBG) and 2,115 MT Organic Manure (Digestate + Fermented Organic Manure)
sold in FY 2024-25.
- JV - SmartMeters Technologies Private Limited has sold 2,12,604
Mechanical Gas Meters in FY 2024-25.
Consolidated Financial Highlights:
- Revenue from Operations increased by 12% over FY 2023-24, from '
4,816.49 crore to ' 5,411.68 crore.
- EBITDA has increased by 1% Y-o-Y to ' 1,164.03 crore vs. ' 1,147.74
crore in FY 2023-24.
Standalone Financial Results:
On standalone basis, your Company registered revenue from operations of
' 5,397.90 crore and PAT of ' 648.02 crore.
The detailed operational performance of your Company has been
comprehensively discussed in the Management Discussion and Analysis Section, which forms
part of this Integrated Annual Report.
Credit Rating:
Your Company's financial discipline and prudence are reflected in the
strong credit ratings ascribed by rating agencies. The details of credit ratings are
disclosed in the Corporate Governance Report, which forms part of this Integrated Annual
Report.
Dividend and Reserves Dividend:
Your Directors have recommended a dividend of Rs 0.25 (25%) per Equity
Share of ' 1 each on Equity Shares out of the profits of your Company for FY 2024-25.
The dividend is subject to approval of shareholders at the ensuing
Annual General Meeting (AGM) and shall be subject to deduction of tax at source. The
dividend, if approved by the shareholders, would involve a cash outflow of ' 27.5 crore.
Shareholders Payout:
The details of shareholders' pay-out since listing are:
Dividend Distribution Policy:
The Dividend Distribution and Shareholder Return Policy, in terms of
Regulation 43A of the SEBI Listing Regulations is available on your Company's website and
link for the same is given in Annexure-A of this report.
Unclaimed Dividends:
Details of outstanding and unclaimed dividends previously declared and
paid by your Company are given under the Corporate Governance Report, which forms part of
this Integrated Annual Report.
Transfer to Reserves:
As permitted under the Act, the Board of Directors of your Company
("Board") does not propose to transfer any amount to General Reserves. The
closing balance of the retained earnings of your Company for FY 2024-25, after all
appropriations and adjustments, was ' 3,922.70 crore.
Share Capital
During the year under review, there was no change in the authorised and
paid-up share capital of your Company. The equity authorised share capital of your Company
is ' 509.95 crore and preference authorised share capital is ' 0.05 crore. The paid-up
equity share capital of your Company is ' 109.98 crore.
Public Deposits
There were no outstanding deposits within the meaning of Section 73 and
74 of the Act read with rules made thereunder at the end of FY 2024-25 or the previous
financial years. Your Company did not accept any deposit during the year under review.
Particulars of Loans, Guarantees or Investments
The provisions of Section 186 of the Act, with respect to loans,
guarantees, investments or securities are not applicable to your Company, as your Company
is engaged in providing infrastructural facilities which are exempted under Section 186 of
the Act. The particulars of loans, guarantees and investments made during the year under
review, are given in the notes forming part of the financial statements.
Subsidiaries, Joint Ventures and Associate Companies
A list of subsidiaries / associates / joint ventures of your Company is
provided as part of the notes to the consolidated financial statements.
Your Company has following subsidiaries/joint ventures as on March 31,
2025:
Subsidiaries:
- Adani TotalEnergies E-Mobility Limited
- Adani TotalEnergies Biomass Limited
Joint Venture:
- IndianOil - Adani Gas Private Limited
- Smartmeters Technologies Private Limited
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, your 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, which forms part of this Integrated 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 shareholders during working hours at your 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 your Company and audited accounts of each of its subsidiaries, are
available on website of your Company (www.adanigas.com).
Material Subsidiaries:
Your Company has formulated a policy for determining Material
Subsidiaries. The policy is available on your Company's website and link for the same is
given in Annexure-A of this report. As on March 31 2025, your Company did not have any
Material Subsidiary.
Pursuant to Section 134 of the Act read with rules made thereunder, the
details of developments at the level of subsidiaries and joint ventures of your Company
are covered in the Management Discussion and Analysis Report, which forms part of this
Integrated Annual Report.
Directors and Key Managerial Personnels
As of March 31, 2025, your Company's Board had ten members comprising
of four Non-Executive Directors, one Executive Director and five Non-Executive Independent
Directors including one Woman Director. The details of the Board and Committee
composition, tenure of Directors, and other details are available in the Corporate
Governance Report, which forms part of this Integrated Annual Report.
In terms of the requirement of the SEBI Listing Regulations, the Board
has identified core skills, expertise, and competencies of the Directors in the context of
your Company's business for effective functioning. The key skills, expertise and core
competencies of the members of the Board are detailed in the Corporate Governance Report,
which forms part of this Integrated Annual Report.
Appointment/Cessation/Change in Designation of Directors/KMPs
During the year and as on the date of this report, following changes
took place in the Directorships/KMPs:
Appointment/Re-Appointment:
- Mr Thibault Lesueur (DIN: 10658488) was appointed as Additional
Director (Non-Executive and Non-Independent) by the Board on July 29, 2024 and
subsequently by the shareholders by way of postal ballot process on September 24, 2024.
- Mr Bharat Vasani (DIN: 00040243) was appointed as Additional Director
(Non - Executive Independent) by the Board on October 21, 2024 and subsequently by the
shareholders by way of postal ballot process on December 28, 2024.
- Mr Sashi Shanker (DIN: 06447938) will be completing his initial term
of three (3) years as an Independent Director on May 4, 2025. The Board at its meeting
held on April 28, 2025, on the recommendation of Nomination and Remuneration Committee and
after taking into account the performance evaluation of his first term and considering the
business acumen, knowledge, experience, skills and contribution, have re-appointed him as
an Independent Director for a second term of three (3) years w.e.f. May 5, 2025, subject
to approval of shareholders at the ensuing AGM.
- Ms Mira Soni was appointed as Company Secretary and Compliance
Officer (Key Managerial Personnel) of the Company by the Board on June 20, 2024. Further,
she resigned as Company Secretary and Compliance Officer (Key Managerial Personnel) of the
Company effective from close of business hours on May 31, 2025.
- Mr Anil Agrawal has been appointed as Company Secretary and
Compliance Officer (Key Managerial Personnel) of the Company effective from June 1,2025.
Cessation:
- Mr Olivier Sabrie (DIN: 09375006) ceased as a Director of your
Company w.e.f. June 26, 2024, due to his assignment outside TotalEnergies Group.
- Mr Naresh Kumar Nayyar (DIN: 00045395) ceased as Independent Director
of your Company from the close of business hours on October 21, 2024, consequent to
completion of his second term.
The Board places on record the deep appreciation for valuable services
and guidance provided by Mr Olivier Sabrie and Mr Naresh Kumar Nayyar during their tenure
as Directors of your Company.
Re-appointment of Director(s) Retiring by Rotation:
In accordance with the provisions of Section 152 of the Act, read with
rules made thereunder and Articles of Association of your Company, Mr Suresh P. Manglani
(DIN: 00165062) and Mr Pranav V. Adani (DIN: 00008457) are liable to retire by rotation at
the ensuing AGM and being eligible, offers himself for re-appointment.
The Board recommends the re-appointment of Mr Suresh P. Manglani and Mr
Pranav V. Adani as Directors for your approval. Brief details, as required under
Secretarial Standard-2 and Regulation 36 of SEBI Listing Regulations, are provided in the
Notice of ensuing AGM.
Declaration from Independent Directors:
Your Company has received declarations from all the Independent
Directors of your Company confirming that they meet the criteria of independence as
prescribed under 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. The Independent Directors have also given declaration
of compliance with
Rules 6(1) and 6(2) of the Companies (Appointment and Qualification of
Directors) Rules, 2014, with respect to their name appearing in the data bank of
Independent Directors maintained by the Indian Institute of Corporate Affairs.
Key Managerial Personnel:
As on the date of this Integrated Annual Report, following are the Key
Managerial Personnel ("KMPs") of your Company as per Sections 2(51) and 203 of
the Act:
- Mr Suresh P. Manglani, Executive Director & Chief Executive
Officer
- Mr Parag Parikh, Chief Financial Officer
- Ms Mira Soni, Company Secretary
Committees of Board
As required under the Act and the SEBI Listing Regulations, your
Company has constituted various statutory committees. Additionally, the Board has formed
other governance committees and sub-committees to review specific business operations and
governance matters including any specific items that the Board may decide to delegate. As
on March 31, 2025, the Board has constituted the following committees / sub-committees:
Statutory Committees:
- Audit Committee
- Nomination and Remuneration Committee
- Stakeholders Relationship Committee
- Risk Management Committee
- Corporate Social Responsibility Committee
Governance Committees:
- Corporate Responsibility Committee
- Information Technology & Data Security Committee
- Legal, Regulatory & Tax Committee
- Reputation Risk Committee
- Merger & Acquisitions Committee
- Public Consumer Committee
- Commodity Price Risk Committee
Details of all the committees such as terms of reference, composition
and meetings held during the year under review are disclosed in the Corporate Governance
Report, which forms part of this Integrated Annual Report.
Number of meetings of the Board
The Board met 5 (five) times during the year under review. The
intervening gap between the meetings did not exceed 120 days, as prescribed under the Act
and SEBI Listing Regulations. The details of board meetings and the attendance of the
Directors are provided in the Corporate Governance Report, which forms part of this
Integrated Annual Report.
Independent Directors' Meeting
The Independent Directors met on March 31, 2025, without the attendance
of Non-Independent Directors and members of the management. The Independent Directors
reviewed the performance of Non-Independent Directors, the Committees and the Board as a
whole along with the performance of the Chairman of your 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 Nomination and Remuneration Committee (NRC) engaged Institute of
Directors ("IOD") an independent external agency, to facilitate the evaluation
and effectiveness process of the Board, its committees and individual Directors for FY
2024-25.
A detailed Board effectiveness assessment questionnaire was developed
by IOD based on the criteria and framework adopted by the Board. Virtual meetings were
organized with the Directors and discussions were held with the Directors.
The results of the evaluation confirmed high level of commitment and
engagement of the Board, its various committees and senior leadership. The recommendations
arising from the evaluation process were discussed at the Independent Directors' meeting
held on March 31, 2025, and also at the NRC meeting and Board meeting held on April 28,
2025. The suggestions were considered by the Board to optimize the effectiveness and
functioning of the Board and its committees.
Board Familiarisation and Training Programme
The Board is regularly updated on changes in statutory provisions, as
applicable to your Company. The Board is also updated on the operations, key trends and
risk universe applicable to your Company's business. These updates help the Directors in
keeping abreast of key changes and their impact on your Company. An annual strategy
retreat is conducted by your Company where the Board provides its inputs on the business
strategy and long- term sustainable growth for your Company. Additionally, the Directors
also participate in various programs /meetings where subject matter experts apprise the
Directors on key global trends. The details of such programs are provided in the Corporate
Governance Report, which forms part of this Integrated Annual Report.
Policy on Directors' Appointment and Remuneration
Pursuant to Section 178(3) of the Act, your Company has framed a policy
on Directors' appointment and remuneration and other matters ("Remuneration
Policy") which is available on the website of your Company and link for the same is
given in Annexure-A of this report.
The Remuneration Policy for selection of Directors and determining
Directors' independence sets out the guiding principles for the NRC for identifying the
persons who are qualified to become the Directors. Your Company's Remuneration Policy is
directed towards rewarding performance based on review of achievements. The Remuneration
Policy is in consonance with existing industry practice.
We affirm that the remuneration paid to the Directors is as per the
terms laid out in the Remuneration Policy.
Board Diversity
Your Company recognizes and embraces the importance of a diverse Board
in its success. The Board has adopted the Board Diversity Policy which sets out the
approach to the diversity of the Board of Directors. The said Policy is available on your
Company's website and link for the same is given in Annexure-A of this report.
Succession Plan
Your Company has an effective mechanism for succession planning which
focuses on orderly succession of Directors, Key Management Personnel and Senior
Management. The Nomination and Remueration Committee implements this mechanism in
concurrence with the Board.
Directors' Responsibility Statement
Pursuant to Section 134(5) of the Act, the Board, to the best of their
knowledge and based on the information and explanations received from the management of
your Company, confirm that:
a. in the preparation of the Annual Financial Statements, the
applicable accounting standards have been followed and there are no material departures;
b. they have selected such accounting policies and applied them
consistently and judgements and estimates that are reasonable and prudent so as to give a
true and fair view of the state of affairs of your Company at the end of the financial
year and of the profit of your Company for that period;
c. 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 your Company and for preventing and detecting fraud and other
irregularities;
d. the annual financial statements have been prepared on a going
concern basis;
e. they have laid down internal financial controls to be followed by
your Company and that such internal financial controls are adequate and operating
effectively;
f. proper systems have been devised to ensure compliance with the
provisions of all applicable laws and that such systems are adequate and operating
effectively.
Internal Financial Control System and Their Adequacy
The details in respect of internal financial controls and their
adequacy are included in the Management Discussion and Analysis Report, which forms part
of this Integrated Annual Report.
Risk Management
Your Company has a structured Risk Management Framework, designed to
identify, assess and mitigate risks appropriately. The Board has formed a Risk Management
Committee (RMC) to frame, implement and monitor the risk management plan for your Company.
The RMC 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. Further details on the Risk Management
activities, including the implementation of risk management policy, key risks identified
and their mitigations are covered in Management Discussion and Analysis Report, which
forms part of this Integrated Annual Report.
Compliance Management Mechanism
Your Company has deployed a Statutory Compliance Mechanism providing
guidance on broad categories of applicable laws and process for monitoring compliance. In
furtherance to this, your Company has instituted an online compliance management system
within the organization to monitor compliances and provide update to the senior management
on a periodic basis. The Audit Committee and the Board periodically monitor the status of
compliances with applicable laws.
Board Policies
The details of various policies approved and adopted by the Board as
required under the Act and SEBI Listing Regulations are provided in Annexure-A to this
report.
Corporate Social Responsibility (CSR)
The details of the CSR Committee are provided in the Corporate
Governance Report, which forms part of this Integrated Annual Report. The CSR policy is
available on the website of your Company and link for the same is given in Annexure-A of
this report.
The Annual Report on CSR activities is annexed and forms part of this
report as Annexure-B.
The Chief Financial Officer of your Company has certified that CSR
spends of your Company for FY 2024-25 has been utilized for the purpose and in the manner
approved by the Board of your Company.
Management Discussion and Analysis
The Management Discussion and Analysis Report for the year under
review, as stipulated under the SEBI Listing Regulations, is presented in a section
forming part of this Integrated Annual Report.
Corporate Governance Report
Your Company is committed to maintain high standards of corporate
governance practices. The Corporate Governance Report, as stipulated by SEBI Listing
Regulations, forms part of this Integrated Annual Report along with the required
certificate from a Practicing 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 your Company ("Code of
Conduct"), who have affirmed the compliance thereto. The Code of Conduct is available
on the website of your Company and the link for the same is given in Annexure-A of this
report.
Business Responsibility & Sustainability Report (BRSR)
In accordance with the SEBI Listing Regulations, the BRSR for FY
2024-25, describing the initiatives taken by your Company from an environment, social and
governance (ESG) perspective, forms part of this Integrated Annual Report. In addition to
BRSR, the Integrated Annual Report of your Company provides an insight on various ESG
initiatives adopted by your Company.
Annual Return
Pursuant to Section 134(3)(a) of the Act, the draft annual return as on
March 31, 2025 prepared in accordance with Section 92(3) of the Act is made available on
the website of your Company and can be accessed using the www.adanigas.com
Transactions with Related Parties
All transactions with related parties are placed before the Audit
Committee for its prior approval. An omnibus approval from Audit Committee is obtained for
the related party transactions which are repetitive in nature.
All transactions with related parties entered into during the year
under review were at arm's length basis and in the ordinary course of business and in
accordance with the provisions of the Act and the rules made thereunder, the SEBI Listing
Regulations and your Company's Policy on Related Party Transactions.
The Audit Committee comprises solely of the Independent Directors of
your Company. The members of the Audit Committee abstained from discussing and voting in
the transaction(s) in which they were interested.
During the year, your Company has not entered into any contracts,
arrangements or transactions that fall under the scope of Section 188 (1) of the Act.
Accordingly, the prescribed Form AOC-2 is not applicable to your Company for FY 2024-25
and hence does not form part of this report.
Your Company did not enter into any related party transactions during
the year under review, which could be prejudicial to the interest of minority
shareholders.
The Policy on Related Party Transactions is available on your Company's
website and can be accessed using the link given in Annexure-A of this report.
Pursuant to the provisions of Regulation 23 of the SEBI Listing
Regulations, your Company has filed half yearly reports with the stock exchanges, for the
related party transactions.
Statutory Auditors & Auditors' Report
Pursuant to Section 139 of the Act read with rules made thereunder, as
amended, M/s Walker Chandiok & Co. LLP, Chartered Accountants (Firm Registration No
001076N/N500013) were appointed as the Statutory Auditors of your Company for the first
term of five years till the conclusion of 23rd Annual General Meeting (AGM) of
your Company to be held in the year 2028. A representative of the Statutory Auditors
attended the previous AGM of your Company held on June 25, 2024. The Notes to the
financial statements referred in the Auditors' Report are self-explanatory.
Secretarial Auditors and Secretarial Auditors Report
Pursuant to the provisions of Section 204 of the Act, read with the
rules made thereunder, the Board re-appointed CS Ashwin Shah, Practicing Company
Secretary, to undertake the Secretarial Audit of your Company for FY 2024-25. The
Secretarial Audit Report for the year under review is provided as Annexure-C of this
report.
Further, pursuant to amended Regulation 24A of SEBI Listing
Regulations, and subject to members approval being sought at the ensuing AGM; M/s Makarand
M. Joshi & Co, Practicing Company Secretaries, Mumbai (Peer Review Number:
P2009MH007000) has been appointed as a Secretarial Auditor to undertake the Secretarial
Audit of your Company for the first term of five consecutive years from financial year
2025-26 to financial year 2029-30. M/s Makarand M. Joshi & Co, have confirmed that
they are not disqualified to be appointed as a Secretarial Auditor and are eligible to
hold office as Secretarial Auditor of your Company.
Secretarial Standards
During the year under review, your Company has complied with all the
applicable provisions of Secretarial Standard-1 and Secretarial Standard-2 issued by the
Institute of Company Secretaries of India.
Cost Records and Cost Auditors
During the year under review, in accordance with Section 148(1) of the
Act, your Company has maintained the accounts and cost records, as specified by the
Central Government. Such cost accounts and records are subject to audit by M/s N. D. Birla
& Co., Cost Auditors of the Company for FY 2024-25.
The Board has re-appointed M/s N. D. Birla & Co., Cost Accountants
as Cost Auditors of your Company for conducting cost audit for FY 2025-26. A resolution
seeking approval of the Shareholders for ratifying the remuneration payable to the Cost
Auditors for FY 2025-26 is provided in the Notice of the ensuing AGM.
The Cost accounts and records as required to be maintained under
section 148 (1) of the Act are duly made and maintained by your Company.
Reporting of frauds by Auditors
During the year under review, the Statutory Auditors and Secretarial
Auditor of your Company have not reported any instances of fraud committed in your Company
by Company's officers or employees, to the Audit Committee, as required under Section
143(12) of the Act.
Particulars of Employees
Your Company had 578 (consolidated basis) employees as of March 31,
2025.
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,
relating to percentage increase in remuneration, ratio of remuneration of each Director
and Key Managerial Personnel to the median of employees' remuneration are provided in
Annexure-D of this report.
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, is provided in a separate annexure forming part of
this report. However, in terms of Section 136 of the Act, the Integrated Annual Report is
being sent to the shareholders and others entitled thereto, excluding the said annexure,
which is available for inspection by the shareholders at the Registered Office of your
Company during business hours on working days of your Company. If any shareholder is
interested in obtaining a copy thereof, such shareholder may write to the Company
Secretary in this regard.
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 laid down a Prevention of Sexual Harassment (POSH) Policy and has constituted
Internal Complaints Committees (ICs) at all relevant locations across India to consider
and resolve the complaints related to sexual harassment. The ICs include external members
with relevant experience. The ICs, presided by senior women, conduct the investigations
and make decisions at the respective locations. Your Company has zero tolerance on sexual
harassment at the workplace. The ICs also work extensively on creating awareness on
relevance of sexual harassment issues, including while working remotely. The employees are
required to undergo mandatory training/ certification on POSH to sensitize themselves and
strengthen their awareness.
During the year under review, your Company has not received any
complaint pertaining to sexual harassment.
All new employees go through a detailed personal orientation on POSH
Policy adopted by your Company.
Vigil Mechanism
Your Company has adopted a whistle blower policy and has established
the necessary vigil mechanism for Directors and employees in confirmation with Section 177
of the Act and Regulation 22 of SEBI Listing Regulations, to facilitate reporting of the
genuine concerns about unethical or improper activity, without fear of retaliation.
The vigil mechanism of your Company provides for adequate safeguards
against victimization of whistle blowers who avail of the mechanism and also provides for
direct access to the Chairman of the Audit Committee in exceptional cases.
No person has been denied access to the Chairman of the Audit
Committee. The said policy is uploaded on the website of your Company and link for the
same is given in Annexure-A of this report.
During the year under review, your Company has not received any
complaints under the vigil mechanism.
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, is provided as Annexure-E
of this report.
Cyber Security
In view of increased cyberattack scenarios, the cyber security maturity
is reviewed periodically and the processes, technology controls are being enhanced in-line
with the threat scenarios. Your Company's technology environment is enabled with real time
security monitoring with requisite controls at various layers starting from end user
machines to network, application and the data.
During the year under review, your Company did not face any incidents
or breaches or loss of data breaches in Cyber Security.
Code for Prevention of Insider Trading
Your Company has adopted a Code of Conduct ("PIT Code") to
regulate, monitor and report trading in your Company's shares by your Company's designated
persons and their immediate relatives as per the requirements under the Securities and
Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015. The PIT Code,
inter alia, lays down the procedures to be followed by designated persons while trading/
dealing your Company's shares and sharing Unpublished Price Sensitive Information
("UPSI"). The PIT Code covers your Company's obligation to maintain a digital
database, mechanism for prevention of insider trading and handling of UPSI, and the
process to familiarize with the sensitivity of UPSI. Further, it also includes code for
practices and procedures for fair disclosure of UPSI which h been made available on your
Company's website and link for the same is given in Annexure-A of this report.
The employees undergo mandatory training/ certification on this Code to
sensitize themselves and strengthen their awareness.
General Disclosures
Executive Director & CEO of your Company did not receive any
remuneration or commission from any of the subsidiaries of your Company.
Your Directors state that during the year under review:
1. Your Company did not issue any equity shares with differential
rights as to dividend, voting or otherwise.
2. Your Company did not issue shares (Including sweat equity shares) to
employees of your Company under any scheme.
3. No significant or material orders were passed by the Regulators or
Courts or Tribunals which impact the going concern status and your Company's operation in
future.
4. No application was made and no proceeding was pending under the
Insolvency and Bankruptcy Code, 2016.
5. No one time settlement of loan was obtained from the Banks or
Financial Institutions.
6. There were no revisions made in the financial statements and
Directors' Report of your Company.
Acknowledgement
Your Directors are highly grateful for all the guidance, support and
assistance received from the Government of India, Governments of various states in India,
concerned Government Departments, Financial Institutions and Banks. Your Directors thank
all the esteemed shareholders, customers, suppliers and business associates for their
faith, trust and confidence reposed in your 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 your Company continues to grow and excel.
For and on behalf of the Board of Directors |
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|
Gautam S. Adani |
Place: Ahmedabad |
Chairman |
Date: April 28, 2025 |
DIN: 00006273 |
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