CORPORATE GOVERNANCE REPORT
COMPANY'S PHILOSOPHY ON CORPORATE GOVERNANCE
Corporate Governance is about ensuring transparency, disclosure and reporting that conforms fully existing laws of the country and to promote ethical conduct of business throughout organization. At Adani Group, governance standards are initiated by senior management which percolates down throughout the organization. The philosophy of the Company in relation to Corporate Governance is to ensure transparency in all its operations, make disclosures and enhance shareholder value without compromising on compliance of the applicable laws and regulations.
Sound Corporate Governance is critical to enhance and retain trust of stakeholders. The Board of Directors of the Company fully supports Corporate Governance practices of the Company with appropriate checks and balances at right places and at right intervals. The Company has complied with all the requirements of listing agreement and listed below is the status with regard to same.
1. BOARD OF DIRECTORS
The Board provides strategic guidance and independent views to the Company's management while discharging its fiduciary responsibilities. The Board also provides direction and exercises appropriate control to ensure that the Company is managed in a manner that fulfills stakeholder's aspirations and societal expectations.
Composition of the Board
The Company has a balanced Board with optimum combination of Executive and Non-Executive Directors, including independent professionals, which plays a crucial role in Board processes and provides independent judgment on issues of strategy and performance. The Board currently comprises 10 (Ten) Directors out of which 6 (Six) Directors (60%) are Non-Executive Directors. The Company has an Executive Chairman and the 5 (five) Independent Directors including 1 (one) Woman Director comprise half of the total strength of the Board. All independent Directors are persons of eminence and bring a wide range of expertise and experience to the board thereby ensuring best interest of stakeholders and the Company. The present strength of the Board reflects judicious mix of professionalism, competence and sound knowledge which enables the Board to provide effective leadership to the Company.
None of the Directors on the Company's Board is a Member of more than 10 (ten) Committees and Chairman of more than 5 (five) Committees (Committees being, Audit Committee and Stakeholders' Relationship Committee) across all the companies in which he/she is a Director. All the Directors have made necessary disclosures regarding Committee positions held by them in other companies and do not hold the office of Director in more than 10 (ten) public companies as on 31st March, 2015. The composition of the Board is in conformity with the Clause 49 of the Listing Agreement entered into with the Stock Exchanges.
1. The Directorships held by the Directors, as mentioned above excludes alternate directorships, directorships in foreign companies, Companies under Section 8 of the Companies Act, 2013 and Private Limited Companies, which are not the subsidiaries of Public Limited Companies.
2. Represents Membership / Chairmanship of two Committees viz. Audit Committee and Stakeholders' Relationship Committee as per Clause 49 of the Listing Agreement.
3. As on 31st March, 2015, none of the Directors of the Company were related to each other except Mr. Rajesh S. Adani, Managing Director and Mr. Vasant S. Adani, Director being brothers of Mr. Gautam S. Adani, Chairman.
4. Ms. Dharmishta N. Rawal and Mr. Pranav Adani were appointed as Additional Directors w.e.f. 31st March, 2015.
5. The Board approved the appointment of Mr. Pranav Adani as an Executive Director designated as Director of the Company for a period of 5 years w.e.f. 1st April, 2015, subject to the approvals of members and such other approvals as may be required.
Board Meetings and Procedure
The internal guidelines for Board / Board Committee meetings facilitate the decision making process at the meetings of the Board/Committees in an informed and efficient manner.
Board Meetings are governed by structured agenda. All major agenda items are backed by comprehensive background information to enable the Board to take informed decisions. The Company Secretary in consultation with the Senior Management prepares the detailed agenda for the meetings.
Agenda papers and Notes on Agenda are circulated to the Directors, in advance, in the defined Agenda format. All material informations are being circulated along with Agenda papers for facilitating meaningful and focused discussions at the meeting. Where it is not practicable to attach any document to the Agenda, the same is tabled before the meeting with specific reference to this effect in the Agenda. In special and exceptional circumstances, additional or supplementary item(s) on the Agenda are permitted. In order to transact some urgent business, which may come up after circulation agenda papers, the same is placed before the Board by way of Table Agenda or Chairman's Agenda. Frequent and detailed deliberation on the agenda provides the strategic roadmap for the future growth of the Company.
Minimum 4 (four) pre-scheduled Board meetings are held every year. Apart from the above, additional Board meetings are convened by giving appropriate notice to address the specific needs of the Company. In case of business exigencies or urgency of matters, resolutions are also passed by way of circulation. The meetings are usually held at the Company's Registered Office at Adani House, Near Mithakhali Six Roads, Navranpura, Ahmedabad - 380 009, Gujarat.
Detailed presentations are made at the Board / Committee meetings covering Finance, major business segments and operations of the Company, global business environment, all business areas of the Company including business opportunities, business strategy and the risk management practices before taking on record the quarterly / half yearly / annual financial results of the Company.
The required information as enumerated in Annexure IA to Clause 49 of the Listing Agreement is made available to the Board of Directors for discussions and consideration at every Board Meetings. The Board periodically reviews compliance reports of all laws applicable to the Company.
The important decisions taken at the Board / Committee meetings are communicated to departments concerned promptly. Action taken report on the decisions taken at the meeting(s) is placed at the immediately succeeding meeting of the Board / Committee for noting by the Board / Committee.
5 (Five) Board Meetings were held during the financial year 2014-15. The Company has held at least one Board meeting in every quarter and the gap between two meetings did not exceed one hundred and twenty days. The necessary quorum was present in all the meetings. Leave of absence was granted to the concerned directors who could not attend the respective Board Meeting. The dates on which the Board Meetings were held during FY 2014-15 are as follows:
Brief resume(s) of the Directors proposed to be appointed / re-appointed are given in the Explanatory Statement annexed to the Notice convening the Annual General Meeting.
2. COMMITTEES OF THE BOARD
The Board Committees play a vital role in ensuring sound Corporate Governance practices. The Committees are constituted to handle specific activities and ensure speedy resolution of the diverse matters. The Board Committees are set up under the formal approval of the Board to carry out clearly defined roles under which are considered to be performed by members of the Board, as a part of good governance practice. The Board supervises the execution of its responsibilities by the Committees and is responsible for their action. The minutes of the meetings of all the Committees are placed before the Board for review. As on date the Board has established the following Committees:
A. Audit Committee
B. Nomination and Remuneration Committee
C. Stakeholders' Relationship Committee
D. Corporate Social Responsibility Committee
E. Risk Management Committee
F. Securities Transfer Committee
A. Audit Committee
The Audit Committee acts as a link among the Management, the Statutory Auditors, Internal Auditors and the Board of Directors to oversee the financial reporting process of the Company. The Committee's purpose is to oversee the quality and integrity of accounting, auditing and financial reporting process including review of the internal audit reports and action taken report.
Terms of Reference:
The terms of reference of the Audit Committee is wide enough to cover the matters specified for Audit Committee under Clause 49 of the Listing Agreements, as well as in Section 177 of the Companies Act, 2013. The terms of reference of the Audit Committee are broadly as under:
1. Oversight of the Company's financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible;
2. Recommendation for appointment, remuneration and terms of appointment of auditors of the Company;
3. Approval of payment to statutory auditors for any other services rendered by the Statutory Auditors;
4. Reviewing, with the management, the annual financial statements and auditor's report thereon before submission to the Board for approval, with particular reference to:
a) Disclosure of any related party transactions
b) Matters required to be included in the Director's Responsibility Statement to be included in the Board's report in terms of Section 134(5) of the Companies Act, 2013.
c) Changes, if any, in accounting policies and practices and reasons for the same.
d) Major accounting entries involving estimates based on the exercise of judgment by the management.
e) Significant adjustments made in the financial statements arising out of audit findings.
f) Compliance with listing and other legal requirements relating to financial statements.
g) Qualifications in the draft audit report.
5. Reviewing, with the management, the quarterly financial statements before submission to the Board for approval;
6. Reviewing, with the management, the statement of uses / application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document / prospectus / notice and the report submitted by the monitoring agency, monitoring the utilisation of proceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in this matter;
7. Review and monitor the Auditor's independence and performance, and effectiveness of audit process;
8. Approval or any subsequent modification of transactions of the Company with related parties;
9. Scrutiny of inter-corporate loans and investments;
10. Valuation of undertakings or assets of the Company, wherever it is necessary;
11. Evaluation of internal financial controls and risk management systems;
12. Reviewing, with the management, the performance of statutory and internal auditors, adequacy of the internal control systems;
13. Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit;
14. Discussion with internal auditors of any significant findings and follow up there on;
15. Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the Board;
16. Discussion with Statutory Auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern;
17. To look into the reasons for substantial defaults, if any, in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors;
18. To review the functioning of the Whistle Blower mechanism;
19. Approval of appointment of CFO (i.e., the whole-time Finance Director or any other person heading the finance function or discharging that function) after assessing the qualifications, experience and background, etc. of the candidate;
20. Carrying out any other function as is mentioned in the terms of reference of the Audit Committee.
21. Reviewing financial statements, in particular the investments made by the Company's unlisted subsidiaries
Review of Information by Audit Committee:
1. The Management discussion and analysis of financial condition and results of operations;
2. Statement of significant related party transactions submitted by management.
3. Management letters / letters of internal control weaknesses issued by the Statutory Auditors;
4. Internal audit reports relating to internal control weaknesses; and
5. The appointment, removal and terms of remuneration of the Chief Internal Auditor.
Meetings, Attendance & Composition of the Audit Committee:
During the year 2014-15, four meetings of the Audit Committee were held on 17th May, 2014, 9th August, 2014, 12th November, 2014 and 30th January, 2015.
All members of the Audit Committee have accounting and financial management knowledge and expertise / exposure. The Audit Committee meetings are attended by the Internal Auditors, Statutory Auditors, Chief Financial Officer and head of finance. The Company Secretary acts as the Secretary of the Audit Committee. The Chairman of the Audit Committee attended the last Annual General Meeting (AGM) held on 9th August, 2014 to answer shareholders' queries.
B. Nomination and Remuneration Committee
The constitution and terms of reference of Nomination and Remuneration Committee of the Company are in compliance with provisions of Companies Act, 2013 and Clause 49 of the Listing Agreement.
Terms of reference:
1. Formulation of the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a policy, relating to the remuneration of the directors, key managerial personnel and other employees;
2. Formulation of criteria for evaluation of Independent Directors and the Board;
3. Devising a policy on Board diversity;
4. Identifying persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, and recommend to the Board their appointment and removal and shall carry out evaluation of every director's performance.
5. To recommend / review remuneration of the Managing Director(s) and Whole-time Director(s) based on their performance and defined assessment criteria.
6. To carry out any other function as is mandated by the Board from time to time and / or enforced by any statutory notification, amendment or modification, as may be applicable.
7. To perform such other functions as may be necessary or appropriate for the performance of its duties.
Meeting, Attendance & Composition of the Nomination & Remuneration Committee
The Company Secretary acts as a Secretary to the Committee.
The remuneration policy of the Company is directed towards rewarding performance, based on review of achievements on a periodic basis. The Company endeavours to attract, retain, develop and motivate the high-calibre executives and to incentivize them to develop and implement the Group's Strategy, thereby enhancing the business value and maintain a high performance workforce. The policy ensures that the level and composition of remuneration of the Directors is optimum.
i) Remuneration to Non-Executive Directors
The remuneration by way of commission to the non-executive directors is decided by the Board of Directors and paid to them based on their participation and contribution in the affairs of the Company as well as the valuable time spent on Company's matters. The Members had at the Annual General Meeting held on 10th August, 2011 approved the payment of remuneration by way of commission to the Non-Executive directors other than promoter directors of the Company, of a sum not exceeding 1% per annum of the net profits of the Company, calculated in accordance with the provisions of the Act for a period of 5 years commencing 1st April, 2011.
The Company has also taken a Directors' & Officers' Liability Insurance Policy.
The Executive and Promoter group Directors are not being paid sitting fees for attending meetings of the Board of Directors and its committees. Other than sitting fees and commission paid to Non-Executive Directors, there were no material pecuniary relationships or transactions by the Company with any of the Non-Executive and Independent Directors of the Company. The Company has not granted stock options to Non-Executive and Independent Directors
ii) Remuneration to Executive Directors.
The remuneration of the Executive Directors is recommended by the Nomination and Remuneration Committee based on criteria such as industry benchmarks, the Company's performance vis-a-vis the industry, responsibilities shouldered, performance/track record, macro economic review on remuneration packages of heads of other organisations and is decided by the Board of Directors.
The Company pays remuneration by way of salary, perquisites and allowances (fixed component), incentive remuneration and/or commission (variable components) to its Executive Directors within the limits prescribed under the Companies Act, 2013 and approved by the shareholders
There is no separate provision for payment of severance fees under the resolutions governing the appointment of Executive Chairman, Managing Director and Executive Director.
The Company has not granted stock options to the Managing / Executive Directors or Employees of the Company.
The aforesaid Executive Directors, so long as they function as such shall not be entitled to any sitting fees for attending any meetings of Board or Committees thereof.
C. Stakeholders' Relationship Committee
The constitution and terms of reference of Stakeholders' Relationship Committee of the Company are in compliance with provisions of Companies Act, 2013 and Clause 49 of the Listing Agreement.
Terms of Reference:
1. Oversee and review all matters connected with the transfer of the Company's securities.
2. Monitor redressal of investors' / shareholders' / security holders' grievances.
3. Oversee the performance of the Company's Registrar and Transfer Agents.
4. Recommend methods to upgrade the standard of services to investors.
5. Carry out any other function as is referred by the Board from time to time or enforced by any statutory notification / amendment or modification as may be applicable.
As a part of good corporate governance practice, the Company places before the committee a certificate of Practising Company Secretary certifying the details of complaints received and their disposal during the quarter.
Composition, Meetings and Attendance of Stakeholders' Relationship Committee
During the year 2014-15, four meetings of the said Committee were held on 17th May, 2014, 9th August, 2014, 12th November, 2014 and 30th January, 2015.
*Appointed as Member of the Stakeholders' Relationship Committee w.e.f. 17th May, 2014.
#Resigned as Director of the Company w.e.f. 17th May, 2014. Accordingly, he also ceased as member of the
Stakeholders' Relationship Committee with effect from the said date.
The Company Secretary is the Compliance Officer of the Company as per the requirement of Listing Agreement.
The Minutes of the Shareholders' Relationship Committee are reviewed by the Board of Directors at the subsequent Board Meeting.
Redressal of Investor Grievances
The Company and its Registrar and Share Transfer Agent addresses all complaints, suggestions and grievances expeditiously and replies are sent usually within 7-10 days except in case of dispute over facts or other legal impediments and procedural issues. The Company endeavours to implement suggestions as and when received from the investors.
During the year under review, a total of 37 investors' complaints / correspondences were received and resolved. There was no unattended or pending investor grievance as on 31st March, 2015.
D. Corporate Social Responsibility ("CSR") Committee
The Company has constituted a CSR Committee as required under Section 135 of the Companies Act, 2013 and rules framed there under.
Terms of reference of the Committee, inter alia, includes the following:
1. To formulate and recommend to the Board, a Corporate Social Responsibility Policy which shall indicate the activities to be undertaken by the company as specified in Schedule VII of the Companies Act, 2013 and rules made there under.
2. To recommend the amount of expenditure to be incurred on the CSR activities.
3. To monitor the implementation of framework of CSR Policy.
4. To carry out any other function as is mandated by the Board from time to time and/or enforced by any statutory notification, amendment or modification as may be applicable or as may be necessary or appropriate for performance of its duties.
E. Risk Management Committee
The Company has constituted a Risk Management Committee. The Committee is required to lay down the procedures to inform to the Board about the risk assessment and minimization procedures and the Board shall be responsible for framing, implementing and monitoring the risk management plan of the Company
The Quorum of the Committee is of two members.
The Board of Directors review the Minutes of the Risk Management Committee Meetings at subsequent Board Meetings.
The Company Secretary acts as a Secretary to the Committee.
F. Securities Transfer Committee
In order to provide efficient and timely services to investors, the Board of Directors has delegated the powers of approving transfer/transmission of Company's Securities, issue of duplicate share / debenture certificates, split up / sub-division, and consolidation of shares, issue of new certificates on re-materialization, sub-division and other related formalities to the Securities Transfer Committee comprising of Mr. Gautam S. Adani, Executive Chairman, Mr. Rajesh S. Adani, Managing Director and Mr. Vasant S. Adani, Director of Company.
The meetings of the said committee are held once in a fortnight. The Board of Directors review the Minutes of such Committee at subsequent Board Meeting.
No requests for transfers of any Securities are pending as on 31st March, 2015 except those that are disputed and / or sub-judiced.
Whistle Blower Policy
The Company has adopted a whistle blower policy and has established the necessary vigil mechanism for employees and directors to report concerns about unethical behaviour. No person has been denied access to the chairman of the Audit Committee. The said policy is uploaded on the website of the Company at <http://www.adani.com/investor-relations>. During the year under review, there were no cases pertaining to Whistle Blower Policy.
M/s. Sharepro Services (India) Private Limited are acting as Registrar & Share Transfer Agent of the Company. They have adequate infrastructure and VSAT connectivity with both the depositories, which facilitate better and faster services to the investors.
a) Name, Designation and Address of the Compliance Officer:
Mr. Jatin Jalundhwala, Company Secretary and Compliance Officer Adani Enterprises Limited
"Adani House", Near Mithakhali Six Roads, Navarangpura, Ahmedabad - 380 009 Gujarat, India, Tel No.(079) 25555 555, 26565 555, Fax No. (079) 26565 500, 25555 500, E-mail ID : firstname.lastname@example.org
4. SUBSIDIARY COMPANIES
The Company does not have any material non-listed Indian Subsidiary, and hence, is not required to nominate an Independent Director of the Company on the Board of any subsidiary. The subsidiaries of the Company function with an adequately empowered Board of Directors and sufficient resources.
For more effective governance, the Company monitors performance of subsidiary companies, interalia, by following means:
a) Financial statements, in particular investments made by unlisted subsidiary companies, are reviewed quarterly by the Company's Audit Committee.
b) Minutes of unlisted subsidiary companies are placed before the Board of the Company regularly.
c) A statement, wherever applicable, of all significant transactions and arrangements entered into by the Company's subsidiaries is presented to the Board of the Company at its meetings
6. OTHER DISCLOSURES
a) Disclosure on materially significant related party transactions:
The Board has received disclosures from key managerial personnel relating to material, financial and commercial transactions where they and/or their relatives have personal interest. The details of materially significant related party tractions entered by the Company during the FY 2014-15 are as per notice calling Annual General Meeting of the Company.
The Company has developed a Related Party Transaction Policy which is uploaded on the website of the Company at <http://www.adani.com/investor-relations>.
b) Details of compliance
The Company has complied with all the requirements of the Stock Exchanges as well as the regulations and guidelines prescribed by the Securities and Exchange Board of India (SEBI). There were no penalties or strictures imposed on the Company by Stock Exchanges or SEBI or any statutory authority on any matter related to capital markets during the last three years.
c) ADANI Code of Conduct
The ADANI Code of Conduct for the Directors and Senior Management of the Company has been laid down by the Board and the same is posted on the website of the Company.
A declaration signed by the Managing Director affirming the compliance with the ADANI Code of Conduct by the Board Members and Senior Management Personnel of the Company is as under:
Declaration as required under Clause 49 of the Listing Agreement
All Directors and senior management of the Company have affirmed compliance with the ADANI Code of Conduct for the financial year ended 31st March, 2015.
d) CEO / CFO Certificate
The CEO and CFO have certified to the board with regard to the financial statements and other matters as required by Clause 49 of the listing agreement. The certificate is appended as an Annexure to this report.
They have also provided quarterly certificates on financial results while placing the same before the Board pursuant to Clause 41 of the Listing Agreement.
e) Compliance with the Mandatory Requirements of Clause 49 of the Listing Agreement
The Company has complied with all the mandatory requirements of the Code of Corporate Governance as stipulated under the Listing Agreement. It has obtained a certificate affirming the compliances from M/s. Dharmesh Parikh & Co., Chartered Accountants, the Company's Statutory Auditors and the same is attached to this Report.
f) Proceeds from public issues, rights issues, preferential issues etc.
The Company discloses to the Audit Committee, the uses / application of proceeds /funds raised from Rights Issue, Preferential Issue as part of the quarterly review of financial results.
g) Details of the familiarization programme of the Independent Directors are available on the website of the company at <http://www.adani.com/investor-relations>.
h) The company has put in place succession plan for appointment to the Board and to Senior Management.
7. MEANS OF COMMUNICATION
a) Financial Results:
The quarterly/half-yearly and annual results of the Company are normally published in the Indian Express (English) and Financial Express (a regional daily published from Gujarat).
The quarterly/half-yearly and annual results and other official news releases are displayed on the website of the Company - www.adani.com shortly after its submission to the Stock Exchanges.
b) Intimation to Stock Exchanges:
The Company also regularly intimates to the Stock Exchanges all price sensitive and other information which are material and relevant to the investors.
c) Earnings Calls and Presentations to Analysts:
At the end of each quarter, the Company organizes meetings / conference call with analysts and investors and the transcripts are uploaded on the website thereafter.
8. GENERAL SHAREHOLDER INFORMATION
A. Company Registration Details:
The Company is registered in the State of Gujarat, India. The Corporate Identity Number (CIN) allotted to the Company by the Ministry of Corporate Affairs (MCA) is L51100GJ1993PLC019067.
B. Annual General Meeting:
Day and Date : Tuesday, 11th August, 2015
Time : 11.30 a.m.
Venue :J.B. Auditorium, Ahmedabad Management Association, AMA Complex, ATIRA, Dr. Vikram Sarabhai Marg, Ahmedabad - 380 015.
C. Registered Office:
"Adani House", Near Mithakhali Six Roads, Navrangpura, Ahmedabad - 380009, Gujarat.
D. Financial Calendar for 2015-16: (tentative schedule, subject to change)
: Approval of Quarterly results
Quarter ending 30th June, 2015 : Mid August, 2015
Quarter and half year ending 30th September, 2015 : Mid November, 2015
Quarter and nine months ending 31st December, 2015 : Mid February, 2016
The year ending 31st March, 2016 : End May, 2016
E. Date of Book Closure:
4th August, 2015 to 11th August, 2015 (both days inclusive)
F. Dividend Payment:
Credit/dispatch between 12th August, 2015 to 14th August, 2015.
G. Listing on Stock Exchanges:
(a) The Equity Shares of the Company are listed with the following stock exchanges
BSE Limited (BSE)
P. J. Towers, Dalal Street, Fort, Mumbai - 400 001
(Stock Code : 512599)
National Stock Exchange of India Limited (NSE)
"Exchange Plaza", Bandra-Kurla Complex, Bandra (E), Mumbai - 400 051.
(Stock Code ADANIENT
(b) Depositories :
1. National Securities Depository Limited (NSDL)
Trade World, 4th Floor, Kamala Mills Compound, Senapati Bapat Marg, Lower Parel, Mumbai - 400 013.
2. Central Depository Services (India) Limited (CDSL)
Phiroze Jeejeebhoy Towers, 28th Floor, Dalal Street, Mumbai - 400 023.
The Shares of the Company are traded compulsorily in Demat Segments. The ISIN allotted to the Company's Equity Shares under the depository system is INE423A01024.
Annual Listing fee has been paid to the BSE & NSE and Annual Custody / Issuer fee for the year 2015-16 will be paid by the Company to NSDL & CDSL on receipt of the invoices.
H. Listing of Debt Securities:
The Secured Redeemable Non-Convertible Debentures issued on private placement basis by the Company are listed on the Wholesale Debt Market (WDM) of BSE Limited.
I. Debenture Trustees (for privately placed debentures):
IDBI Trusteeship Services Limited
Asian Building, Ground Floor, 17, R. Kamani Marg, Ballard Estate, Mumbai - 400 001
L. Registrar and Transfer Agents :
M/s. Sharepro Services (India) Private Limited are appointed as Registrar and Transfer (R & T) Agents of the Company for both Physical and Demat Shares. The address is given below:
M/s. Sharepro Services (India) Private Limited 416-420, 4th Floor, Devnandan Mall, Opp. Sanyash Ashram, Ellisbridge, Ahmedabad - 380006. Tel: +91-79-26582381 to 84 Fax : +91-79-26582385 Contact Person : Mr. Narendra Tavde
Shareholders are requested to correspond directly with the R & T Agent for transfer / transmission of shares, change of address, queries pertaining to their shares, dividend etc.
Transfer to Investor Education and Protection Fund (IEPF)
In terms of the Section 205C of the Companies Act, 1956, the amount of dividend that remained unclaimed for a period of seven years is required to be transferred to the Investor Education and Protection Fund (IEPF) administered by the Central Government. To ensure maximum disbursement of unclaimed dividend, the Company sends reminders to the relevant shareholders, before transfer of dividend to IEPF.
During the year under review, the unclaimed dividend amount for the year 2006-07 was transferred to the IEPF established by the Central Government under Section 205C of the Companies Act, 1956.
M. Share Transfer System:
The Company's shares are compulsorily traded in the demat segment on stock exchanges, bulk of the transfers take place in the electronic form. The share transfers received in physical form are processed through R & T Agent, within seven days from the date of receipt, subject to the documents being valid and complete in all respects. The Board has delegated the authority for approving transfer, transmission, issue of duplicate share certificate, dematerialization etc. to the Securities Transfer Committee. All the physical transfers received are processed by the R & T Agent and are approved by the Securities Transfer Committee well within the statutory period of one month. The share transfer committee meets every fortnight for approval of the transfer, transmission, issue of duplicate share certificate, dematerialization / rematerialization of shares etc. and all valid share transfers received during the year ended 31st March, 2015 have been acted upon. The share certificates duly endorsed are returned immediately to the shareholders by the R & T Agent.
The Company obtained following certificate(s) from a Practising Company Secretary and submitted the same to the stock exchanges within stipulated time
1 Certificate confirming due compliance of share transfer formalities by the Company pursuant to Clause 47(c) of the Listing Agreement with the Stock Exchanges on half yearly basis and
2. Certificate regarding reconciliation of the share capital audit of the Company on quarterly basis.
All share transfer and other communication regarding share certificates, change of address, dividend etc. should be addressed to R & T Agents of the Company at the address given above.
N. Dematerialization of Shares and Liquidity:
The Equity Shares of the Company are tradable in compulsory dematerialized segment of the Stock Exchanges and are available in depository system of National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). The demat security (ISIN) code for the Equity Share is INE423A01024.
As on 31st March, 2015, 109,93,02,362 (constituting 99.95%) were in dematerialized form.
Q. Outstanding GDRs/ADRs/Warrants or any convertible instruments conversion date and likely impact on equity.
There were no outstanding GDRs/ADRs/Warrants or any convertible instruments as at 31st March, 2015.
R. Major Plant Locations:
The Company's solar power plant is located in Kutch district, Gujarat. The Company has diversified interests in Power, Mining, Oil and Gas Explorations, Natural Gas distribution businesses supported by Port, Shipping and trading activities through its subsidiary / joint venture companies.
S. Address for correspondence:
The shareholders may address their communications / suggestions / grievances /queries to:
Mr. Jatin Jalundhwala Company Secretary and Compliance Officer Adani Enterprises Limited “Adani House”, Near Mithakhali Six Roads, Navarangpura, Ahmedabad 380 009 Tel No. (079) 25555 555, 26565 555. Fax No. (079) 26565 500, 25555 500. Email id: email@example.com
M/s. Sharepro Services (India) Private Limited 416-420, 4th Floor, Devnandan Mall, Opp. Sanyash Ashram, Ashram Road, Ellisbridge, Ahmedabad – 380 006. Tel: +91-(79)-26582381 to 84 Fax : +91-(79)-26582385 Contact Person : Mr. Narendra Tavde Email id : firstname.lastname@example.org
COMPLIANCE WITH NON-MANDATORY REQUIREMENT*
Apart from complying with all the mandatory requirements, the Company has adopted non-mandatory requirements of Clause 49 of the Listing Agreement as under:
1. The Board:
The Company has an Executive Chairman and hence, the need for implementing this non-mandatory requirements does not arise.
2. Shareholders Right:
The quarterly, half-yearly and annual financial results of the Company are published in newspapers and posted on Company's website www.adani.com. The same are also available on the sites of stock exchanges where the shares of the Company are listed i.e. www.bseindia.com and www.nseindia.com
3. Audit Qualifications:
There are no qualifications in the Auditor's Report on the financial statements.
4. Reporting of Internal Auditor
The Internal Auditor of the Company is a permanent invitee to the Audit Committee Meeting and regularly attends the Meeting for reporting their findings of the internal audit to the Audit Committee Members.