The Directors are pleased to present the 19th Annual Report along with the Audited Financial Statements of your Company for the financial year ended March 31, 2024 ("FY 2023-24/ FY24”).
Financial Performance
The Audited Financial Statements of your Company (standalone and consolidated) as on March 31, 2024, 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 summarised financial highlight is depicted below:
|
(Rs. in Crore)
|
|
Particulars
|
Consolidated
|
Standalone
|
|
2023-24
|
2022-23
|
2023-24
|
2022-23
|
|
Revenue from Operations
|
4,816.49
|
4,683.39
|
4,813.48
|
4,683.23
|
|
Operating Expenses
|
3,189.53
|
3,391.57
|
3,187.73
|
3,391.53
|
|
Administrative & Other Expenses
|
523.24
|
421.95
|
522.01
|
421.44
|
|
Total Expenditure
|
3,712.77
|
3,813.52
|
3,709.74
|
3,812.97
|
|
Operating EBITDA
|
1,103.72
|
869.87
|
1,103.74
|
870.26
|
|
Other Income
|
44.02
|
36.85
|
46.62
|
37.12
|
|
EBITDA
|
1,147.74
|
906.72
|
1,150.36
|
907.38
|
|
Finance Costs
|
111.45
|
78.43
|
111.35
|
78.55
|
|
Depreciation and Amortisation Expenses
|
157.88
|
113.10
|
157.10
|
112.96
|
|
Profit for the year before Exceptional Items & Tax
|
878.41
|
715.19
|
881.91
|
715.87
|
|
Profit before tax
|
878.41
|
715.19
|
881.91
|
715.87
|
|
Tax Expense:
|
228.81
|
186.05
|
228.81
|
186.05
|
|
Profit for the year before share of profit / (loss) from joint ventures
|
649.60
|
529.14
|
653.10
|
529.82
|
|
Share of profit / (loss) from joint ventures
|
17.90
|
17.35
|
-
|
-
|
|
Net Profit / (Loss) after Joint Ventures
|
667.50
|
546.49
|
653.10
|
529.82
|
Note:
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 2024, forms part of this Annual Report.
The key aspects of your Company's consolidated performance during the FY 2023-24 are as follows:
Consolidated Operational Highlights
Ý In FY 2023-24 your Company has achieved CNG Sales Volume of 557.20 MMSCM which is @ 64% of FY 2023-24 Sales Volume.
Ý Your Company has achieved the PNG Sales Volume 307.68 MMSCM which is @ 36% of FY 2023-24 Sales Volume.
Ý Along with its JV i.e. IndianOil Adani Gas Private Limited (IOAGPL), the Company now has operating license in 52 Geographical Areas.
Ý E-mobility - 606 charge point energise and approx. 22.45 Lakh KWH unit sold.
Ý Biomass - Successfully commissioned Phase-1 (225 TPD feedstock) of Barsana CBG Plant & 1st CBG Cascade delivered to local CGD entity under CBG supply contract under CBG-CGD synchronisation scheme.
Ý JV - Smartmeters Technologies Private Limited has established & operationalised manufacturing of mechanical gas meters and smart gas meters.
Consolidated Financial Highlights:
Ý FY 2023-24 Revenue from Operations increased by 3% over FY 2022-23, from ' 4,683.39 crore to ' 4,816.49 crore.
Ý FY 2023-24 EBITDA has increased by 27% Y-o-Y to ' 1,147.74 crore vs. ' 90 6.72 crore in FY 2022-23.
Standalone Financial Results:
On standalone basis, your Company registered revenue from operations of ' 4,813.18 crore and PAT of ' 653.10 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
The Company's financial discipline and prudence is reflected in the strong credit ratings ascribed by rating agencies. The details of credit rating are disclosed in the Corporate Governance Report, which forms part of the Integrated Annual Report.
Dividend
Your Directors have recommended a dividend of 25% (' 0.25/- per Equity Share of ' 1 each) on Equity Shares out of the profits of your Company for FY 2023-24. The said dividend, if approved by the shareholders, would involve a cash outflow of ' 27.50 crore.
The dividend recommended is in accordance with your Company's Dividend Distribution Policy. The Dividend Distribution Policy, in terms of Regulation 43A of the SEBI Listing Regulations is available on your Company's website at https://www.adanigas.com/ investors/ corporate-governance
Transfer to Reserves
There is no amount proposed to be transferred to the Reserves. The closing balance of the retained earnings of your Company, for FY 2023-24, after all appropriations and adjustments, was ' 3,299.59 crore.
Share Capital
During the year under review, there was no change in the authorised and paid-up share capital of the 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 2023-24 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 a loan, guarantee, investment or security are not applicable to your Company, as your Company is engaged in providing infrastructural facilities, which is exempted under Section 186 of the Act. The particulars of loans, guarantee 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 consolidate financial statements.
The Company has following subsidiaries/joint ventures as on March 31, 2024:
Subsidiaries:
Ý Adani TotalEnergies E-Mobility Limited
Ý Adani TotalEnergies Biomass Limited
Joint Venture:
Ý IndianOil - Adani Gas Private Limited
Ý 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 at 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 2024, 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, 2024, 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 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 the Company's business for effective functioning. The key skills, expertise and core competencies of the Board of Directors 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 under review, following changes took place in the Directorships / KMPs:
Cessation:
Ý Mrs Ahlem Friga Noy (DIN: 09652701) ceased to be a Director (Non-Executive, Non-Independent) of the Company w.e.f September 30, 2023 due to restructuring of Directorship / Nominees of TotalEnergies Group in India.
Ý Mrs Chandra Iyengar (DIN: 02821294) ceased to be a Director (Non-Executive, Independent) of the Company from the close of business hours on October 21 , 2023, consequent upon completion of her term.
Ý Mr Gunjan Taunk ceased to be the Company Secretary and Compliance Officer of the Company (Key Managerial Personnel) w.e.f. December30, 2023 due to pursuing opportunities outside the Company.
The Board places on record the deep appreciation for valuable services and guidance provided by Mrs Ahlem Friga Noy, Mrs Chandra Iyengar and Mr Gunjan Taunk, during their tenure.
Appointment:
Ý Mr Naresh Kumar Nayyar (DIN: 00045395) was re-appointed as an Independent Director for a second consecutive term of one year from October 22, 2023 to October 21, 2024 by the Board on August 1, 2023 and subsequently by the shareholders by way of postal ballot process on October 19, 2023.
Ý Dr Sangkaran Ratnam (DIN: 10333311) was appointed as a Director (Non-Executive, Non-Independent) by
the Board on October 4, 2023 and subsequently by the shareholders by way of postal ballot process on December 30, 2023.
Ý Mr Mukesh M. Shah (DIN: 00084402) was appointed as an Additional Director (Non-Executive, Independent) by the Board on March 21, 2024 for an initial term of 3 years subject to approval of the shareholders to be obtained within three months from the date of his appointment as Director.
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 Gautam S. Adani (DIN: 00006273) and Mr Olivier Marc Sabrie (DIN: 09375006) are liable to retire by rotation at the ensuing AGM and being eligible, offers themselves for re-appointment.
The Board recommends the re-appointment of Mr Gautam S. Adani and Mr Olivier Marc Sabrie 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 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 report, the following are the Key Managerial Personnel ("KMPs”) of the Company as per Sections 2(51) and 203 of the Act:
Ý Mr Suresh P. Manglani, Executive Director & Chief Executive Officer
Ý Mr Parag Parikh, Chief Financial Officer
Committees of Board
As required under the Act and the SEBI Listing Regulations, the 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, 2024, the Board has constituted the following committees / sub-committees.
Statutory Committees:
Ý Audit Committee
Ý Nomination and Remuneration Committee
Ý Stakeholders Relationship Committee
Ý Risk Management Committee
Ý Corporate Social Responsibility Committee
Governance Committees:
Ý Corporate Responsibility Committee
Ý Information Technology & Data Security Committee
Ý Legal, Regulatory & Tax Committee
Ý Reputation Risk Committee
Ý Mergers and Acquisition Committee
Ý Public Consumer Committee
Ý 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 4 (four) 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 30, 2024, 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 report of external advisory company, Talentonic HR Solutions Private Limited (as detailed in section below) 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 engaged Talentonic HR Solutions Private Limited, an external advisory company, to facilitate the evaluation and effectiveness process of the Board, its Committees and Individual Directors for the FY 2023-24.
A detailed Board effectiveness assessment questionnaire was developed by advisory company based on the criteria and framework adopted by the Board. Virtual meetings were organised with the Directors and discussions were held on three key themes i.e. strategic direction, fit-for-purpose and focus on Environment, Social and Governance.
The results of evaluation showed high level of commitment and engagement of Board, its various committees and senior leadership. The recommendations arising from the evaluation process were discussed at the Independent Directors' meeting held on March 30, 2024 and also at the Nomination and Remuneration Committee meeting and Board meeting held on April 29, 2024 and April 30, 2024 respectively. The same was considered by the Board to optimise the effectiveness and functioning of Board and its Committees.
Board Familiarisation and Training Programme
The Board is regularly updated on changes in statutory provisions, as applicable to the Company. The Board is also updated on the operations, key trends and risk universe applicable to the Company's business. These updates help the Directors in keeping abreast of key changes and their impact on the Company. An annual strategy retreat is conducted by the Company where the Board provides its inputs on the business strategy and long-term sustainable growth for the Company. Additionally, the Directors also participate in various programmes /meetings where subject matter experts apprise the Directors on key global trends. The details of such programmes 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, the Company has framed a policy on Directors' appointment and remuneration and other matters ("Remuneration Policy”) which is available on the website of your Company at https://www.adanigas.com/investors/ corporate-governance.
The Remuneration Policy for selection of Directors and determining Directors' independence sets out the
guiding principles for the Nomination and Remuneration Committee (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
The Company recognises 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.
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. t hey 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 the Company at the end of the financial year and of the profit of the 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 the 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 the 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
The 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 the 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 section, which forms part of this Integrated Annual Report.
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 at https://www.adanigas. com/investors/corporategovernance. The Annual Report on CSR activities is annexed and forms part of this report. The Company has spent more than 2% of the average net profits of the Company, during the three years immediately preceding financial year.
The Chief Financial Officer of your Company has certified that CSR spends of your Company for FY 2023-24 have been utilised for the purpose and in the manner approved by the Board of the 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 highest 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 at https://www.adanigas. com/investors/corporategovernance.
Business Responsibility & Sustainability Report (BRSR)
In accordance with the SEBI Listing Regulations, the BRSR for the FY 2023-24, 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 the Company provides an insight on various ESG initiatives adopted by the Company. The ESG disclosures have been independently assured by Intertek India Pvt. Ltd.
Annual Return
Pursuant to Section 134(3)(a) of the Act, the draft annual return as on March 31, 2024 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 link https://www.adanigas.com/investors/ investor-downloads.
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 comprise solely of the Independent Directors of your Company. The members of the Audit
Committee abstained from discussing and voting for the transaction(s), if they were interested in any manner.
During FY 2023-24, 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.
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.
No loans / investments to / in the related party have been written off or classified as doubtful during the year under review.
The Policy on Related Party Transactions is available on your Company's website and can be accessed using the link https://www.adanigas.com/investors/ corporategovernance.
Pursuant to the provisions of Regulation 23 of the SEBI Listing Regulations, your Company has filed half yearly reports to 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 AGM of your Company to be held in the year 2028.
The Statutory Auditors have confirmed that they are not disqualified to continue as Statutory Auditors and are eligible to hold office as Statutory Auditors of your Company.
Representative of M/s. Walker Chandiok & Co. LLP, Statutory Auditors of your Company attended the previous AGM of your Company held on July 18, 2023.
The Notes to the financial statements referred in the Auditors' Report are self-explanatory. The Auditors' Report is enclosed with the financial statements forming part of this Integrated Annual Report.
Secretarial Audit Report
Pursuant to the provisions of Section 204 of the Act, read with the rules made thereunder, the Board has re-appointed Mr Ashwin Shah, Practicing Company Secretaries, to undertake the Secretarial Audit of your Company for FY 2023-24. The Secretarial Audit Report
for the year under review is provided as Annexure-B of this report.
The Secretarial Auditor has given following observation in their report:
During the period under review intermittently composition was not in compliance with section 149 of the Act and SEBI (Listing Obligations and Disclosure Requirements) Regulation 2015. The stock exchanges have imposed penalties in this regard. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act. During the year under report, the erstwhile Company Secretary resigned and the process of appointment of new Company Secretary is underway.
The observation is self-explanatory in nature and doesn't require any comments from the Board, as the Company has already complied with the SEBI (Listing Regulations and Disclosure Requirements) Regulations, 2015 except appointment of Company Secretary.
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, the 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 2023-24.
The Board has re-appointed M/s. N. D. Birla & Co., Cost Accountants as Cost Auditors of the Company for conducting cost audit for the FY 2024-25. A resolution seeking approval of the Shareholders for ratifying the remuneration payable to the Cost Auditors for FY 2024-25 is provided in the Notice of the ensuing Annual General Meeting.
The Cost accounts and records as required to be maintained under section 148 (1) of the Act are duly made and maintained by the 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 549 (consolidated basis) employees as of March 31, 2024.
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 (KMP) to the median of employees' remuneration are provided in Annexure-C 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 includes external members with relevant experience. The ICs, presided by senior women, conduct the investigations and make decisions at the respective locations. The 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 a mandatory training/ certification on POSH to sensitise 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 anti-sexual harassment 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 victimisation 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 at https://www.adanigas.com/ investors/corporate-governance.
During the year under review, your Company has not received any complaint 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-D 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.
Code for prevention of insider trading
Your Company has adopted a Code of Conduct ("Code”) to regulate, monitor and report trading in Company's shares by 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 Code, inter alia, lays down the procedures to be followed by designated persons while trading/ dealing in Company's shares and sharing Unpublished Price Sensitive Information ("UPSI”). The Code covers Company's obligation to
maintain a digital database, mechanism for prevention of insider trading and handling of UPSI, and the process to familiarise with the sensitivity of UPSI. Further, it also includes code for practices and procedures for fair disclosure of unpublished price sensitive information which has been made available on the Company's website and link for the same is given in Annexure-A of this report.
The employees are required to undergo a mandatory training/ certification on this Code to sensitise themselves and strengthen their awareness.
General Disclosures
Your Directors state that no disclosure or reporting is required in respect of the following items, as there were no transactions/events of these nature during the year under review:
1. I ssue of equity shares with differential rights as to dividend, voting or otherwise.
2. I ssue of Shares (Including Sweat Equity Shares) to employees of your Company under any scheme.
3. Significant or material orders passed by the Regulators or Courts or Tribunals which impact the going concern status and your Company's operation in future.
4. Voting rights which are not directly exercised by the employees in respect of shares for the subscription/ purchase of which loan was given by your Company
(as there is no scheme pursuant to which such persons can beneficially hold shares as envisaged under Section 67(3)(c) of the Act).
5. Application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016.
6. One time settlement of loan obtained from the Banks or Financial Institutions.
7. Revision of financial statements and Directors' Report of your Company.
Acknowledgment
Your Directors are highly grateful for all the guidance, support and assistance received from the Government of India, Governments of various states in India, Regulatory 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.
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