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ADANI INFRASTRUCTURE MANAGEMENT SERVICES LIMITED
Standalone Financial Statements for period 01/04/2018 to 31/03/2019
[700300] Disclosure of general information about company
Unless otherwise specified, all monetary values are in Crores of INR
01/04/2018
to
31/03/2019
09/06/2017
to
31/03/2018
Name of company
ADANI INFRASTRUCTURE
MANAGEMENT SERVICES
LIMITED
Corporate identity number U74999GJ2017PLC097813
Permanent account number of entity AAPCA6798M
Address of registered office of company
ADANI HOUSE, 56 , SHRIMALI
SOCIETY NAVRANGPURA ,
Ahmedabad Ahmedabad ,
GUJARAT , INDIA - 380009
Type of industry
C o m m e r c i a l a n d
Industrial
Registration date 09/06/2017
Category/sub-category of company Compnay Limited by Shares
Whether company is listed company No
Name of parent entity
Adani Properties Private
Limited
Name of ultimate parent of group
Adani Properties Private
Limited
Date of board meeting when final accounts were approved 27/05/2019
Period covered by financial statements 1-4-18 to 31-3-19
Date of start of reporting period 01/04/2018 09/06/2017
Date of end of reporting period 31/03/2019 31/03/2018
Nature of report standalone consolidated Standalone
Content of report Financial Statements
Description of presentation currency INR
Level of rounding used in financial statements Crores
Type of cash flow statement Indirect Method
Whether company is maintaining books of account and other relevant
books and papers in electronic form
Yes
Complete postal address of place of maintenance of computer
servers (storing accounting data)
P l o t n o . B - 7 ,Sector-132,
N o i d a , ( UP ) - 201301
Name of city of place of maintenance of computer servers (storing
accounting data)
Noida
Name of state/ union territory of place of maintenance of
computer servers (storing accounting data)
Uttar Pradesh
Pin code of place of maintenance of computer servers (storing
accounting data)
201301
Name of district of place of maintenance of computer servers
(storing accounting data)
Noida
ISO country code of place of maintenance of computer servers
(storing accounting data)
91(IN)
Name of country of place of maintenance of computer servers
(storing accounting data)
INDIA
Phone (with STD/ ISD code) of place of maintenance of computer
servers (storing accounting data)
079-25555650
Whether books of account and other books and papers are maintained
on cloud
No
Description of principal product or services category
Construction/erection
and maintenance of power,
telecommunication and
t r a n s m i s s i o n lines
2
ADANI INFRASTRUCTURE MANAGEMENT SERVICES LIMITED Standalone Financial Statements for period 01/04/2018 to 31/03/2019
Disclosure of principal product or services [Table] ..(1)
Unless otherwise specified, all monetary values are in Crores of INR
Types of principal product or services [Axis] 1
01/04/2018
to
31/03/2019
Disclosure of general information about company [Abstract]
Disclosure of principal product or services [Abstract]
Disclosure of principal product or services [LineItems]
Description of product or service category
Construction/erection
and maintenance of
p o w e r ,
telecommunication
and transmission
lines
Turnover of product or service category 144.08
Description of product or service
Construction/erection
and maintenance of
p o w e r ,
telecommunication
and transmission
lines
Turnover of highest contributing product or service 144.08
[700600] Disclosures - Directors report
Details of principal business activities contributing 10% or more of total turnover of company [Table] ..(1)
Unless otherwise specified, all monetary values are in Crores of INR
Principal business activities of company [Axis]
Product/service 1
[Member]
01/04/2018
to
31/03/2019
Details of principal business activities contributing 10% or more of total turnover of company [Abstract]
Details of principal business activities contributing 10% or more of total turnover of company
[LineItems]
Name of main product/service
Construction/erection
and maintenance of
p o w e r ,
telecommunication
and transmission
lines
Description of main product/service
Construction/erection
and maintenance of
p o w e r ,
telecommunication
and transmission
lines
NIC code of product/service 42202
Percentage to total turnover of company 100.00%
Details of shareholding pattern [Table] ..(1)
Unless otherwise specified, all monetary values are in Crores of INR
Shareholding pattern [Axis] Promoters [Member] Indian [Member]
31/03/2019 31/03/2018 31/03/2019 31/03/2018
Details of shareholding pattern [Abstract]
Details of shareholding pattern [LineItems]
Number of demat shares held at end of period [shares] 9,994 [shares] 9,994 [shares] 9,994 [shares] 9,994
Number of physical shares held end of period [shares] 6 [shares] 6 [shares] 6 [shares] 6
Total number of shares held at end of period [shares] 10,000 [shares] 10,000 [shares] 10,000 [shares] 10,000
Percentage of total shares held at end of period 100.00% 100.00% 100.00% 100.00%
Total number of shares held at end of period [shares] 10,000 [shares] 10,000 [shares] 10,000 [shares] 10,000
Percentage of total shares held at end of period 100.00% 100.00% 100.00% 100.00%
Total number of shares held at end of period [shares] 10,000 [shares] 10,000 [shares] 10,000 [shares] 10,000
Percentage of total shares held at end of
period
100.00% 100.00% 100.00% 100.00%
Total number of shares held at end of period [shares] 10,000 [shares] 10,000 [shares] 10,000 [shares] 10,000
Percentage of total shares held at end of period 100.00% 100.00% 100.00% 100.00%
Total number of shares held at end of period [shares] 10,000 [shares] 10,000 [shares] 10,000 [shares] 10,000
Percentage of total shares held at end of
period
100.00% 100.00% 100.00% 100.00%
3
ADANI INFRASTRUCTURE MANAGEMENT SERVICES LIMITED Standalone Financial Statements for period 01/04/2018 to 31/03/2019
Details of shareholding pattern [Table] ..(2)
Unless otherwise specified, all monetary values are in Crores of INR
Shareholding pattern [Axis] Corporate bodies [Member]
31/03/2019 31/03/2018
Details of shareholding pattern [Abstract]
Details of shareholding pattern [LineItems]
Number of demat shares held at end of period [shares] 9,994 [shares] 9,994
Number of physical shares held end of period [shares] 6 [shares] 6
Total number of shares held at end of period [shares] 10,000 [shares] 10,000
Percentage of total shares held at end of period 100.00% 100.00%
Total number of shares held at end of period [shares] 10,000 [shares] 10,000
Percentage of total shares held at end of period 100.00% 100.00%
Total number of shares held at end of period [shares] 10,000 [shares] 10,000
Percentage of total shares held at end of period 100.00% 100.00%
Total number of shares held at end of period [shares] 10,000 [shares] 10,000
Percentage of total shares held at end of period 100.00% 100.00%
Total number of shares held at end of period [shares] 10,000 [shares] 10,000
Percentage of total shares held at end of period 100.00% 100.00%
Particulars of holding, subsidiary and associate companies [Table] ..(1)
Unless otherwise specified, all monetary values are in Crores of INR
Particulars of companies [Axis] 1
01/04/2018
to
31/03/2019
Particulars of holding, subsidiary and associate companies [Abstract]
Particulars of holding, subsidiary and associate companies [LineItems]
Name of company
Adani Properties Private
Limited
Country of incorporation of company INDIA
CIN of company U45201GJ1995PTC026067
Type of company HOLDING COMPANY
Percentage of shares held 100.00%
Applicable section 2(46)
Details of directors signing board report [Table] ..(1)
Unless otherwise specified, all monetary values are in Crores of INR
Directors signing board report [Axis] 1
01/04/2018
to
31/03/2019
Details of signatories of board report [Abstract]
Details of directors signing board report [LineItems]
Name of director signing board report [Abstract]
First name of director ANIL KUMAR
Last name of director GUPTA
Designation of director DIRECTOR
Director identification number of director 06859132
Date of signing board report 27/05/2019
4
ADANI INFRASTRUCTURE MANAGEMENT SERVICES LIMITED Standalone Financial Statements for period 01/04/2018 to 31/03/2019
Unless otherwise specified, all monetary values are in Crores of INR
01/04/2018
to
31/03/2019
Disclosure in board of directors report explanatory [TextBlock]
Textual information (1)
[See below]
Description of state of companies affair
Textual information (2)
[See below]
Disclosure relating to amounts if any which is proposed to carry to any
reserves
Dividend: In order to
conserve resources for
operational purposes as
well as expansion of
business, your Directors
have not recommended any
dividend on equity shares
for the year.
Disclosures relating to amount recommended to be paid as dividend
Dividend:In order to
conserve resources for
operational purposes as
well as expansion of
business, your Directors
have not recommended any
dividend on equity shares
for the year.
Details regarding energy conservation
Textual information (3)
[See below]
Steps taken or impact on conservation of energy [Text block]
Textual information (4)
[See below]
Steps taken by the company for utilising alternate sources of energy
[Text block]
Textual information (5)
[See below]
Details regarding technology absorption
Textual information (6)
[See below]
Details regarding foreign exchange earnings and outgo
Textual information (7)
[See below]
Disclosures in director’s responsibility statement
Textual information (8)
[See below]
Details of material changes and commitment occurred during period
affecting financial position of company
Textual information (9)
[See below]
Particulars of loans guarantee investment under section 186 [TextBlock]
Textual information (10)
[See below]
Particulars of contracts/arrangements with related parties under section
188(1) [TextBlock]
Textual information (11)
[See below]
Details of contracts/arrangements/transactions not at arm's length
basis [Abstract]
Whether there are contracts/arrangements/transactions not at arm's
length basis
No
Details of material contracts/arrangements/transactions at arm's
length basis [Abstract]
Whether there are material contracts/arrangements/transactions at
arm's length basis
No
Disclosure of extract of annual return as provided under section 92(3)
[TextBlock]
Textual information (12)
[See below]
Details of principal business activities contributing 10% or more
of total turnover of company [Abstract]
Particulars of holding, subsidiary and associate companies [Abstract]
Details of shareholding pattern [Abstract]
Details of shareholding of promoters [Abstract]
Details of change in promoters shareholding [TextBlock]
Details of change in promoters’ shareholding [Abstract]
Details of shareholding pattern of top 10 shareholders [Abstract]
Details of shareholding pattern of directors and key managerial
personnel [TextBlock]
Details of shareholding pattern of directors and key managerial
personnel [Abstract]
Disclosure of statement on declaration given by independent directors
under section 149(6) [TextBlock]
Not Applicable
Disclosure for companies covered under section 178(1) on
directors appointment and remuneration including other matters
provided under section 178(3) [TextBlock]
Not Applicable
Disclosure of statement on development and implementation of risk
management policy [TextBlock]
Textual information (13)
[See below]
Details on policy development and implementation by company on
corporate social responsibility initiatives taken during year
[TextBlock]
Not Applicable
Disclosure as per rule 8(5) of companies accounts rules 2014 [TextBlock]
Disclosure of financial summary or highlights [TextBlock]
Textual information (14)
[See below]
Disclosure of change in nature of business [TextBlock] Not Applicable
5
ADANI INFRASTRUCTURE MANAGEMENT SERVICES LIMITED Standalone Financial Statements for period 01/04/2018 to 31/03/2019
Details of directors or key managerial personnels who were
appointed or have resigned during year [TextBlock]
Textual information (15)
[See below]
Disclosure of companies which have become or ceased to be its
subsidiaries, joint ventures or associate companies during
year [TextBlock]
Not Applicable
Details relating to deposits covered under chapter v of companies act
[TextBlock]
Textual information (16)
[See below]
Details of deposits which are not in compliance with requirements
of chapter v of act [TextBlock]
Not Applicable
Details of significant and material orders passed by
regulators or courts or tribunals impacting going concern
status and company’s operations in future [TextBlock]
Textual information (17)
[See below]
Details regarding adequacy of internal financial controls with
reference to financial statements [TextBlock]
Textual information (18)
[See below]
Disclosure of appointment and remuneration of director or
managerial personnel if any, in the financial year [TextBlock]
Textual information (19)
[See below]
Details of remuneration of director or managerial personnel [Abstract]
Number of meetings of board [pure] 10
Details of signatories of board report [Abstract]
Name of director signing board report [Abstract]
6
ADANI INFRASTRUCTURE MANAGEMENT SERVICES LIMITED Standalone Financial Statements for period 01/04/2018 to 31/03/2019
Textual information (1)
Disclosure in board of directors report explanatory [Text Block]
Adani Infrastructure Management Services Limited
2nd Annual Report 2018-19
Board of Directors
Mr. Vneet S Jain Director
Mr. Anil Kumar Gupta Director
Mr. Jigar Thakkar (W.e.f.: 13.11.2018) Director
Mr. Jayadeb Nanda (Up to: 13.11.2018) Director
Auditors
M/s. Dharmesh Parikh & Co.
Chartered Accountants
Ahmedabad
Registered Office
Adani House
56, Shrimali Society,
Navrangpura,
7
ADANI INFRASTRUCTURE MANAGEMENT SERVICES LIMITED Standalone Financial Statements for period 01/04/2018 to 31/03/2019
Ahmedabad 380009
DIRECTORS' REPORT
Dear Shareholders,
Your Directors are pleased to present the 2nd Annual Report along with the audited accounts of your Company for the Financial Year ended
31st March, 2019.
Financial Highlights:
The audited financial statements of the Company as on March 31, 2019 are prepared in accordance with the relevant applicable IND AS
and provisions of the Companies Act, 2013 (Act).
The financial highlights of your Company for the year ended 31st March, 2019 is summarized as below:
(Rs. in Crores.)
Particulars
For the year 31st March, 2019 For the year ended 31st March, 2018
Revenue from operations 144.08 49.50
Other Income 0.33 0.27
Total Revenue 144.41 49.77
Operating & Administrative Expenses 136.58 43.66
Operating Profit before Interest and Tax 7.83 6.11
Finance Costs 0.14 0.01
Profit/(Loss) Before Tax 7.69 6.10
Tax Expense (Including Deferred Tax) 2.05 1.85
8
ADANI INFRASTRUCTURE MANAGEMENT SERVICES LIMITED Standalone Financial Statements for period 01/04/2018 to 31/03/2019
Profit / (Loss) After tax 5.64 4.25
Other Comprehensive Income (0.31) 0.07
Total Comprehensive Income for the Period/year 5.33 4.32
Financial Performance of the Company:
Your Company has recorded total income to the tune of Rs. 144.41 Crores during the financial year 2018-19 compared to Rs. 49.77 Crores in
the corresponding previous financial year.
Net Profit for the financial year 2018-19 is Rs. 5.64 Crores as compared to Profit of Rs. 4.25 Crores in the previous financial year.
Earnings per share stood at Rs. 5640.10 on face value of Rs. 10 each.
Dividend:
In order to conserve resources for operational purposes as well as expansion of business, your Directors have not recommended any dividend
on equity shares for the year.
Material changes and commitments:
No material changes and commitments have occurred between the end of financial year of the company and the date of this report affecting
the financial position of the company as at 31st March, 2019.
Deposits:
During the year under review, your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013
read with rules made thereunder.
9
ADANI INFRASTRUCTURE MANAGEMENT SERVICES LIMITED Standalone Financial Statements for period 01/04/2018 to 31/03/2019
Subsidiaries, Joint Ventures and Associate Companies:
As at March 31, 2019, Your Company continues to be Whollyowned Subsidiary (WOS) of Adani Properties Private Limited (APPL).
Since the Company is WOS of APPL, the financials of the Company and of its Subsidiary is consolidated in the financials of APPL pursuant
to the provisions of Section 129, 134 and 136 of the Companies Act, 2013 read with rules framed thereunder and the Company is therefore
not required to prepare the consolidated financial statements separately.
The annual financial statements and related detailed information of the subsidiary company shall be made available to the shareholders of the
holding and subsidiary company seeking such information on all working days during business hours. The financial statements of the
subsidiary company shall also be kept open for inspection by any shareholder/s during working hours at the Company's registered office and
that of the subsidiary company.
Particulars of Loans, Guarantee or Investment:
The provisions of Section 186 of the Companies Act, 2013, with respect to a loan, guarantee or security is not applicable to the Company as
the Company is engaged in providing infrastructural facilities and is exempted under Section 186 of the Companies Act, 2013. The Company
has not made any investment during the year under review.
Directors & Key Managerial Personnel:
Appointments of Directors :
During the year under review, Mr. Jigar Thakkar has been appointed as a director of the company with effect from 13th November, 2018.
Resignation of Directors
10
ADANI INFRASTRUCTURE MANAGEMENT SERVICES LIMITED Standalone Financial Statements for period 01/04/2018 to 31/03/2019
During the year under review, Mr. Jayadeb Nanda has been resigned from the post of director of the company with effect from 13th
November, 2018.
Retirement by Rotation :
Pursuant to the requirements of the Companies Act, 2013 and Articles of Association of the Company, Mr. Vneet S Jaain is liable to retire by
rotation and being eligible offers himself for re-appointment.
Directors Responsibility Statement:
Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, state the
following:
that in the preparation of the annual financial statements, the applicable accounting standards have been followed along with proper
explanation relating to material departures, if any;
that such accounting policies have been selected and applied consistently and judgement and estimates have been made that are reasonable
and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2019 and of the loss of the Company
for the year ended on that date;
that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the
Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
that the annual financial statements have been prepared on a going concern basis;
that proper internal financial controls were in place and that the financial control were adequate and were operating effectively;
that proper systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating
effectively.
Secretarial Standards:
During the year under review, your company has complied with all the applicable Secretarial Standards.
No. of Board Meetings:
11
ADANI INFRASTRUCTURE MANAGEMENT SERVICES LIMITED Standalone Financial Statements for period 01/04/2018 to 31/03/2019
In compliance with the Companies Act, 2013 and the rules made thereunder, where permitted, Directors are provided the facility to join the
proceedings of the meeting through video conferencing.
During the period under review, The Board of Directors met 10 (Ten) times on 04th April, 2018, 2nd May, 2018, 27th August, 2018, 20th
September, 2018, 10th October, 2018, 20th October, 2018, 13th November, 2018, 10th January, 2019, 11th February, 2019 and 01st March,
2019. The maximum time gap between any two meetings is not more than 120 days.
The attendance of each Director at the Board Meetings held during the year under review is as under:
Name of Directors Meetings
Held Attended
Mr. Vneet S Jaain 10 10
*Mr. Jayadeb Nanda 7 7
Mr. Anil Kumar Gupta 10 10
*Mr. Jigar Maneklal Thakkar 3 3
*Mr Jayadeb Nanda : Resigned Dtd. 13.11.2018
*Mr Jigar Thakkar : Appoint Dtd. 13.11.2018
Board Evaluation:
The Board adopted a formal mechanism for evaluating its performance as well as that of its Committees and individual Directors, including
the Chairman of the Board. The exercise was carried out through a structured evaluation process covering various aspects of the Board
functioning such as composition of the Board & committees, experience & competencies, performance of specific duties & obligations,
contribution at the meetings and otherwise, independent judgment, governance issues etc.
12
ADANI INFRASTRUCTURE MANAGEMENT SERVICES LIMITED Standalone Financial Statements for period 01/04/2018 to 31/03/2019
Risk Management:
Your Company has a formal risk assessment and management system which periodically identifies risk areas, evaluates their consequences,
initiates risk mitigation strategies and implements corrective actions where required.
Related Party Transactions:
All the related party transactions entered into during the financial year were in the ordinary course of business and on an arms length pricing
basis and none of the transactions with the related parties fall under the scope of Section 188(1) of the Companies Act, 2013. Accordingly,
the disclosure of related party transactions as required under Section 134(3)(h) of the Companies Act, 2013 in Form AOC 2 is not applicable.
Suitable disclosure as required by the Indian Accounting Standards (Ind AS 24)has been made in the notes to the Financial Statements.
Significant and material orders passed by the regulators or courts or tribunals impacting the going concern status of the Company:
There are no significant and material orders passed by the Regulators or Courts or Tribunals which would impact the going concern status
and the Companys future operations.
Internal control systems and their adequacy:
The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The Internal Audit
Department monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating
systems, accounting procedures and policies of the Company. Based on the report of internal audit function, process owners undertake
corrective action in their respective areas and thereby strengthen the controls.
Disclosure in relation to the Sexual Harassment of Women at workplace (prevention, prohibition & redressal) Act, 2013:
As per the requirement of The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 and rules made
thereunder, your Company has constituted Internal Complaints Committee which is responsible for redressal of complaints related to sexual
harassment.
13
ADANI INFRASTRUCTURE MANAGEMENT SERVICES LIMITED Standalone Financial Statements for period 01/04/2018 to 31/03/2019
Auditors & Auditors Report:
Earlier, on the recommendation of the Board, In the year of 2017-18, M/s Dharmesh Parikh & Co., Chartered Accountants, has been
appointed as Statutory Auditors of the Company from the conclusion of the 01st Annual General Meeting in the year of 2017-18 till the
conclusion of 06th Annual General Meeting i.e. 2023.
Notes to the financial statements referred in the Auditors Report are self-explanatory and therefore do not call for any comments under
Section 134 of the Companies Act, 2013.
Audit Qualification:
There were no qualifications, reservation or adverse remarks given by Statutory Auditors of the Company.
Extract of Annual Return:
The details forming part of the extract of the Annual Return in Form MGT-9 are annexed as an Annexure-A herewith, which forms part of
this Report.
Insurance:
The Company has taken appropriate insurance for all assets against foreseeable perils.
Particulars of Employees:
The Company has not employed any individual whose remuneration falls within the purview of the limits prescribed under the provisions of
Section 197 of the Companies Act, 2013, read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014.
A. Personnel who are in receipt of remuneration aggregating not less than Rs. 102 lacs per annum and employed throughout the year: Nil
14
ADANI INFRASTRUCTURE MANAGEMENT SERVICES LIMITED Standalone Financial Statements for period 01/04/2018 to 31/03/2019
B. Employed for a part of the financial year and were in receipt of remuneration for any part of the financial year at a rate which in
aggregate was not less than Rs. 8.5 lacs per month: Nil
Disclosures pertaining to remuneration of top ten employees of the company as required under Section 197(12) of the Act read with Rule
5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided as Annexure C to this Report.
Cost Records:
Requirement of maintenance of cost records as specified by the central government under subsection (1) of section 148 of the companies act,
2013 is not applicable to the company.
Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo:
The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section
134(3)(m) of the companies Act, 2013 read with Rule, 8 of the Companies (Accounts) Rules, 2014, as amended from time to time is annexed
as an Annexure-B to this report.
Acknowledgement:
Your Directors have pleasure in taking this opportunity to thank, Government Agencies, bankers and all other personnel of their continued
support and co-operation to the Company.
For and on behalf of directors
Anil Kumar Gupta
Chairman
Date 27 th May 2019
Place Ahmedabad
15
ADANI INFRASTRUCTURE MANAGEMENT SERVICES LIMITED Standalone Financial Statements for period 01/04/2018 to 31/03/2019
Annexure-A
ANNEXURE TO DIRECTORS REPORT
FORM NO. MGT-9
EXTRACT OF ANNUAL RETURN
As on the financial year ended March 31, 2019
[Pursuant to Section 92(3) of the Companies Act, 2013, and Rule 12(1) of the
Companies (Management and Administration) Rules, 2014]
I. REGISTRATION AND OTHER DETAILS:
CIN : U74999GJ2017PLC097813
Registration Date : 09th June, 2017
Name of the Company : Adani Infrastructure Management Services Limited
Category / Sub-Category of the Company : Company limited by Shares
Address of the Registered office and contact details :
Adani House
56, Shrimali Society,
Navrangpura,
Ahmedabad 380009
Whether listed company : Unlisted
Name, Address and Contact details of Registrar and Transfer Agent, if any : NA
II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY:
All the business activities contributing 10% or more of the total turnover of the company shall be stated:
NIC Code of the Product/ % to total turnover of the
16
ADANI INFRASTRUCTURE MANAGEMENT SERVICES LIMITED Standalone Financial Statements for period 01/04/2018 to 31/03/2019
Name and description of main Products/Services service company
Construction/erection and maintenance of power, telecommunication and
transmission lines
42202 100
III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES:
Name and address of the Company CIN/GLN Holding/ Subsidiary/ Associate % of shares held Applicable Section
Adani Properties Private Limited U45201GJ1995PTC026067 Holding Company 100% 2(46)
IV. SHARE HOLDING PATTERN (EQUITY SHARE CAPITAL BREAKUP AS PERCENTAGE OF TOTAL EQUITY)
i) Category-wise Share Holding
Category of Shareholders No of Shares held
at the beginning of
the year
No. of
Shares held
at the end of
the year
%
Change
during
the
year
Demat Physical
Total
% of
total
Shares
Demat Physical
Total
% of
total
Shares
A. Promoter
1 Indian
a)
Individuals/
HUF
-- -- -- -- -- -- -- -- --
b) Central Government -- -- -- -- -- -- -- -- --
c) State Government(s) -- -- -- -- -- -- -- -- --
d) Bodies Corporate 9994 06 10,000 100% 9994 06 10,000 100% Nil
17
ADANI INFRASTRUCTURE MANAGEMENT SERVICES LIMITED Standalone Financial Statements for period 01/04/2018 to 31/03/2019
e) Banks/FI -- -- -- -- -- -- -- -- --
f) Any Others -- -- -- -- -- -- -- -- --
Sub
Total(A)(1)
9994 06 10,000 100% 9994 06 10,000 100% Nil
2 Foreign
a) NRIs-Individuals -- -- -- -- -- -- -- -- --
b) Other-Individuals -- -- -- -- -- -- -- -- --
c) Bodies Corporate -- -- -- -- -- -- -- -- --
d) Banks/FI -- -- -- -- -- -- -- -- --
e) Any Other -- -- -- -- -- -- -- -- --
Sub
Total(A)(2)
-- -- -- -- -- -- -- -- --
Total
Shareholding
of Promoter
and Promoter
Group
(A)=
(A)(1)+(A)(2)
9994 06 10,000 100% 9994 06 10,000 100% Nil
B. Public shareholding
1 Institutions
a) Mutual Funds/ UTI -- -- -- -- -- -- -- -- --
b) Banks/FI -- -- -- -- -- -- -- -- --
c) Central Govt. -- -- -- -- -- -- -- -- --
d) State Govt. -- -- -- -- -- -- -- -- --
e) Venture Capital Funds -- -- -- -- -- -- -- -- --
f) Insurance Companies -- -- -- -- -- -- -- -- --
g) FII -- -- -- -- -- -- -- -- --
18
ADANI INFRASTRUCTURE MANAGEMENT SERVICES LIMITED Standalone Financial Statements for period 01/04/2018 to 31/03/2019
h) Foreign Venture Capital Funds -- -- -- -- -- -- -- -- --
i) Any Other -- -- -- -- -- -- -- -- --
Sub-Total
(B)(1)
2 Non-institutions
a) Bodies Corporate -- -- -- -- -- -- -- -- --
I Indian -- -- -- -- -- -- -- -- --
Ii Overseas -- -- -- -- -- -- -- -- --
b) Individuals -- -- -- -- -- -- -- -- --
I
Individuals shareholders holding
nominal share capital up to Rs 1
lakh
-- -- -- -- -- -- -- -- --
ii
Individual shareholders holding
nominal share capital in excess
of Rs. 1 lakh.
-- -- -- -- -- -- -- -- --
c) Other (specify) -- -- -- -- -- -- -- -- --
Sub-Total
(B)(2)
-- -- -- -- -- -- -- --
Total
Public
Shareholding
(B)=
(B)(1)+(B)(2)
-- -- -- -- -- -- -- -- --
C.
Shares held by Custodians for
GDRs & ADRs
-- -- -- -- -- -- -- -- --
GRAND
TOTAL
(A)+(B)+(C)
9994 06 10,000 100% 9994 06 10,000 100% Nil
ii) Shareholding of Promoter
Shareholders
No of Shares
held at the
No. of
Shares
held at
%
Change
19
ADANI INFRASTRUCTURE MANAGEMENT SERVICES LIMITED Standalone Financial Statements for period 01/04/2018 to 31/03/2019
Name beginning of the
year
the end
of the
year
during
the
year
Demat Physical Total
% of
total
Shares
Demat Physical Total
% of
total
Shares
1
Adani
Properties
Private
Limited *
9994 6
10000
100%
9994 6 10000 100% Nil
* Shares held by Adani
Properties Private Limited
(APPL) including six
nominees of APPL
iii) Change in Promoters Shareholding
No. of
Shares
% of total
shares of the
Company
No. of
Shares
% of total
shares of the
Company
At the beginning of the year
No change
during the
year
Date wise Increase / Decrease in Promoters Shareholding during the year specifying
the reasons for increase / decrease (e.g. allotment / transfer / bonus/ sweat equity
etc):
No change
during the
year
At the end of the year
No change
during the
year
iv) Shareholding Pattern of top ten Shareholders
For each of the Top 10
Shareholder
Shareholding at the beginning
of the year
Shareholding at the end
of the year
No. of Shares
% of total shares of the
Company
No. of Shares
% of total shares of the
Company
Adani Properties Private
Limited*
10000 100% 10000 100%
20
ADANI INFRASTRUCTURE MANAGEMENT SERVICES LIMITED Standalone Financial Statements for period 01/04/2018 to 31/03/2019
*Shares held by APPL
including nominees
v) Shareholding of Directors and Key Managerial Personnel
For each of the Directors and KMP Shareholding at the beginning of the year
Shareholding
at the end of
the year
No. of Shares
% of
total
shares of
the
Company
No. of
Shares
% of
total
shares of
the
Company
At the beginning of the year
Date wise Increase / Decrease in Promoters
Shareholding during the year specifying the
reasons for increase / decrease (e.g. allotment /
transfer / bonus/ sweat equity etc):
None of the Directors and Key Managerial Personnel
hold share in the Company except, Mr. Jayadeb Nanda
and Mr. Vneet S Jaain are holding one share each as
nominees of Adani Properties Private Limited.
At the end of the year
V. INDEBTEDNESS
Indebtedness of the Company including interest outstanding/accrued but not due for payment
(Amount in crores)
Secured Loans
excluding deposits
Unsecured
Loans
Deposits Total
Indebtedness
Indebtedness at the beginning of the financial year
i) Principal Amount - 0.10 0.10
ii) Interest due but not paid - - - -
iii) Interest accrued but not due - 0.00 - 0.00
Total (i+ii+iii) - 0.10 - 0.10
21
ADANI INFRASTRUCTURE MANAGEMENT SERVICES LIMITED Standalone Financial Statements for period 01/04/2018 to 31/03/2019
Change in Indebtedness during the financial year
Addition 1.57 38.30 - 39.87
Reduction 1.56 0.10 - 1.66
Exchange Difference (Net of Realised and Unrealised) 0.01 - - 0.01
Net Change 0.00 38.30 38.30
Indebtedness at the
end of the financial year
i) Principal Amount 0.00 38.30 38.30
ii) Interest due but not paid - -
iii) Interest accrued but not due 0 0.09 0.09
Total (i+ii+iii) 0 38.39 38.39
VI.REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
A. Remuneration to Managing Director, Whole-time Directors and/or Manager:
(Amount in Crore)
Sr No Particulars of Remuneration Jigar Thakkar
(Executive Director)
1 Gross salary 0.23
a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961 --
b) Value of perquisites u/s 17(2) Income-tax Act, 1961 --
22
ADANI INFRASTRUCTURE MANAGEMENT SERVICES LIMITED Standalone Financial Statements for period 01/04/2018 to 31/03/2019
c) Profits in lieu of salary under section 17(3) Income-tax Act, 1961 --
2 Stock Option - --
3 Sweat Equity --
4 Commission --
- as % of profit --
- others, specify --
5 Others, please specify --
Total (A) 0.23
Ceiling as per the Act --
B. Remuneration to other Directors:
Sr No Particulars of Remuneration
1 Independent Directors Not Applicable
a) Fee for attending board, committee meetings
b) Commission
c) Others, please specify
Total (1)
2 Other Non-Executive Directors
a) Fee for attending board, committee meetings
b) Commission
c) Others, please specify
Total (2)
Total (B) = (1+2)
23
ADANI INFRASTRUCTURE MANAGEMENT SERVICES LIMITED Standalone Financial Statements for period 01/04/2018 to 31/03/2019
Total Managerial Remuneration
C. Remuneration to key managerial personnel other than MD/manager/WTD
Sr No Particulars of Remuneration
1 Gross salary
a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961 Not Applicable
b) Value of perquisites u/s 17(2) Income-tax Act, 1961
c) Profits in lieu of salary under section 17(3) Income-tax Act, 1961
2 Stock Option
3 Sweat Equity
4 Commission
- as % of profit
- others, specify
5 Others, please specify
Total (A)
Ceiling as per the Act
VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES:
Type
Section of the
Companies Act
Brief
Description
Details of penalty/ punishment/
compounding fees imposed
Authority[RD /
NCLT/ COURT]
Appeal made, if any
(give details)
XCompany
Penalty
Punishment None
24
ADANI INFRASTRUCTURE MANAGEMENT SERVICES LIMITED Standalone Financial Statements for period 01/04/2018 to 31/03/2019
Compounding
A. Directors
Penalty
Punishment None
Compounding
B. Other
Officers in default
Penalty
Punishment None
Compounding
Annexure B
To the Directors Report
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
A. Conservation of Energy:
(i) Steps taken or impact on conservation of energy:
AIMS helped different Customer to Install 1.7 MW renewable energy project to optimize the power consumptions from conventional
energy sources
AIMSL advised the Customer to install automated power factor correction (APFC) panel to enhance reactive power compensations
Replace compact florescent lamp ( CFL ) with LED device
High Efficiency Lighting control, Motors, Pumps and Fans
Use of Silicon rubber insulator for less breakdown of lines
(ii) Steps taken by the company for utilizing alternate sources of energy:
At present we are Providing Operation and Maintenance Services to different Customer. We have advised our Customer for use of renewable
energy source (Solar) as an alternate source of energy.
(iii) Capital investment on energy conservation equipment:
NIL
B. Technology Absorption:
25
ADANI INFRASTRUCTURE MANAGEMENT SERVICES LIMITED Standalone Financial Statements for period 01/04/2018 to 31/03/2019
Adopting the best technologies in our business is essential in ensuring and maintaining global benchmarks in performance. We ensure this
through our in house engineering and adopting best technologies available in the market. We have ventured into the Operation and
maintenance of the thermal and Solar and Wind business .As a part of the R&D our engineering team has developed transmission tower
design with use of circular section in place of angle section. Further we have Started Hot Line washing of HVDC Line by use of our own
resources.
C. Foreign Exchange Earnings and Outgo:
The particulars relating to foreign exchange earnings and outgo during the year under review are as under: (Rs. In Crores)
Particulars 2018-19 2017-18
Foreign exchange earned -- --
Foreign exchange outgo 0.23 --
Annexure-C
Particulars of Employees : (Amount in crores)
Sr
No.
Name
Age
(yrs)
Designation
Gross
Remuneration
Qualification
Exp
(yrs)
Date of
joining
Previous
Employment
1
SAMIR KUMAR
MITRA
56
Vice President - Operations &
Maintenance
0.93 BE-84 34.4 01.11.2018
ADANI
POWER
RAJASTHAN
LTD
2
HARISH CHANDRA
PANDEY
51
Associate Vice President - Opertaions
& Maintenance
0.58 B.Tech.-89 29.6 01.11.2018
UDUPI
POWER
CORP LTD
3 Sunil Modi 51
General Manager- Operation &
Maintenance
0.58 BE-90 29.2 01.01.2019
ADANI
GREEN
ENERGY
LTD
4 SANJAY BHATT 47
General Manager - Protection &
Metering
0.44 BE-92 26.1 01.11.2018
ADANI
POWER
RAJASTHAN
LTD
5 JAIRAJ BAYAD 51
Associate General Manager -
Operations & Technical Services
0.43 Others-07 26.8 01.11.2018
UDUPI
POWER
CORP LTD
6
RAVICHANDRAN
SUBRAMANYAM
56
ASSOCIATE GENERAL
MANAGER
0.40 BE-84 33.6 01.11.2018
ADANI
POWER
RAJASTHAN
LTD
Deputy General Manager - Operations
ADANI
POWER
26
ADANI INFRASTRUCTURE MANAGEMENT SERVICES LIMITED Standalone Financial Statements for period 01/04/2018 to 31/03/2019
7 ANNA RAO 51 & Maintenance 0.32 BE-92 25.11 01.11.2018 RAJASTHAN
LTD
8 ALOK SHARMA 43
Deputy General Manager - Operations
& Maintenance
0.32 BE-01 16.9 01.11.2018
ADANI
POWER
RAJASTHAN
LTD
9 VINAY SORTE 47
Associate General Manager -
Operations & Maintenance
0.31 NA 1.6 01.11.2017 NA
Textual information (2)
Description of state of companies affair
Financial Performance of the Company: Your Company has recorded total income to the tune of Rs. 144.41 Crores during the financial year
2018-19 compared to Rs. 49.77 Crores in the corresponding previous financial year. Net Profit for the financial year 2018-19 is Rs. 5.64
Crores as compared to Profit of Rs. 4.25 Crores in the previous financial year. Earnings per share stood at Rs. 5640.10 on face value of Rs.
10 each.
27
ADANI INFRASTRUCTURE MANAGEMENT SERVICES LIMITED Standalone Financial Statements for period 01/04/2018 to 31/03/2019
Textual information (3)
Details regarding energy conservation
Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo: The information on conservation of energy,
technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the companies Act, 2013 read with
Rule, 8 of the Companies (Accounts) Rules, 2014, as amended from time to time is annexed as an Annexure-B to this report.
Textual information (4)
Steps taken or impact on conservation of energy [Text block]
A. Conservation of Energy:
(i) Steps taken or impact on conservation of energy:
• AIMS helped different Customer to Install 1.7 MW renewable energy project to optimize the power consumptions from conventional
energy sources
• AIMSL advised the Customer to install automated power factor correction (APFC) panel to enhance reactive power compensations
• Replace compact florescent lamp ( CFL ) with LED device
• High Efficiency Lighting control, Motors, Pumps and Fans
• Use of Silicon rubber insulator for less breakdown of lines
Textual information (5)
Steps taken by the company for utilising alternate sources of energy [Text block]
(ii) Steps taken by the company for utilizing alternate sources of energy:
At present we are Providing Operation and Maintenance Services to different Customer. We have advised our Customer for use of renewable
energy source (Solar) as an alternate source of energy.
(iii) Capital investment on energy conservation equipment:
NIL
Textual information (6)
Details regarding technology absorption
B. Technology Absorption:Adopting the best technologies in our business is essential in ensuring and maintaining global benchmarks in
performance. We ensure this through our in house engineering and adopting best technologies available in the market. We have ventured
into the Operation and maintenance of the thermal and Solar and Wind business .As a part of the R&D our engineering team has developed
transmission tower design with use of circular section in place of angle section. Further we have Started Hot Line washing of HVDC Line by
use of our own resources.
Textual information (7)
Details regarding foreign exchange earnings and outgo
C. Foreign Exchange Earnings and Outgo:The particulars relating to foreign exchange earnings and outgo during the year under review are as
under: Rs in Crores Particulars 2018-19 2017-18 Foreign exchange earned -- -- Foreign exchange outgo 0.23 --
28
ADANI INFRASTRUCTURE MANAGEMENT SERVICES LIMITED Standalone Financial Statements for period 01/04/2018 to 31/03/2019
Textual information (8)
Disclosures in director’s responsibility statement
Directors’ Responsibility Statement: Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their
knowledge and ability, state the following: that in the preparation of the annual financial statements, the applicable accounting standards
have been followed along with proper explanation relating to material departures, if any; that such accounting policies have been selected
and applied consistently and judgement and estimates have been made that are reasonable and prudent so as to give a true and fair view of
the state of affairs of the Company as at 31st March, 2019 and of the loss of the Company for the year ended on that date; that proper and
sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act,
2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; that the annual financial
statements have been prepared on a going concern basis; that proper internal financial controls were in place and that the financial control
were adequate and were operating effectively; that proper systems to ensure compliance with the provisions of all applicable laws were in
place and were adequate and operating effectively.
Textual information (9)
Details of material changes and commitment occurred during period affecting financial position of company
Material changes and commitments: No material changes and commitments have occurred between the end of financial year of the
company and the date of this report affecting the financial position of the company as at 31st March, 2019.
Textual information (10)
Particulars of loans guarantee investment under section 186 [Text Block]
Particulars of Loans, Guarantee or Investment:
The provisions of Section 186 of the Companies Act, 2013, with respect to a loan, guarantee or security is not applicable to the Company as
the Company is engaged in providing infrastructural facilities and is exempted under Section 186 of the Companies Act, 2013. The Company
has not made any investment during the year under review.
Textual information (11)
Particulars of contracts/arrangements with related parties under section 188(1) [Text Block]
Related Party Transactions:
All the related party transactions entered into during the financial year were in the ordinary course of business and on an arm’s length pricing
basis and none of the transactions with the related parties fall under the scope of Section 188(1) of the Companies Act, 2013.
Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Companies Act, 2013 in Form AOC 2 is
not applicable. Suitable disclosure as required by the Indian Accounting Standards (Ind AS 24)has been made in the notes to the Financial
Statements.
29
ADANI INFRASTRUCTURE MANAGEMENT SERVICES LIMITED Standalone Financial Statements for period 01/04/2018 to 31/03/2019
Textual information (12)
Disclosure of extract of annual return as provided under section 92(3) [Text Block]
FORM NO. MGT-9
EXTRACT OF ANNUAL RETURN
As on the financial year ended March 31, 2019
[Pursuant to Section 92(3) of the Companies Act, 2013, and Rule 12(1) of the
Companies (Management and Administration) Rules, 2014]
I. REGISTRATION AND OTHER DETAILS:
CIN : U74999GJ2017PLC097813
Registration Date : 09th June, 2017
Name of the Company : Adani Infrastructure Management Services Limited
Category / Sub-Category of the Company : Company limited by Shares
Address of the Registered office and contact details :
Adani House
56, Shrimali Society,
Navrangpura,
Ahmedabad 380009
Whether listed company : Unlisted
Name, Address and Contact details of Registrar and Transfer Agent, if any : NA
II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY:
All the business activities contributing 10% or more of the total turnover of the company shall be stated:
Name and description of main Products/Services
NIC Code of the Product/
service
% to total turnover of the
company
30
ADANI INFRASTRUCTURE MANAGEMENT SERVICES LIMITED Standalone Financial Statements for period 01/04/2018 to 31/03/2019
Construction/erection and maintenance of power, telecommunication and
transmission lines
42202 100
III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES:
Name and address of the Company CIN/GLN Holding/ Subsidiary/ Associate % of shares held Applicable Section
Adani Properties Private Limited U45201GJ1995PTC026067 Holding Company 100% 2(46)
IV. SHARE HOLDING PATTERN (EQUITY SHARE CAPITAL BREAKUP AS PERCENTAGE OF TOTAL EQUITY)
i) Category-wise Share Holding
Category of Shareholders No of Shares held
at the beginning of
the year
No. of
Shares held
at the end of
the year
%
Change
during
the
year
Demat Physical
Total
% of
total
Shares
Demat Physical
Total
% of
total
Shares
A. Promoter
1 Indian
a)
Individuals/
HUF
-- -- -- -- -- -- -- -- --
b) Central Government -- -- -- -- -- -- -- -- --
c) State Government(s) -- -- -- -- -- -- -- -- --
d) Bodies Corporate 9994 06 10,000 100% 9994 06 10,000 100% Nil
e) Banks/FI -- -- -- -- -- -- -- -- --
31
ADANI INFRASTRUCTURE MANAGEMENT SERVICES LIMITED Standalone Financial Statements for period 01/04/2018 to 31/03/2019
f) Any Others -- -- -- -- -- -- -- -- --
Sub
Total(A)(1)
9994 06 10,000 100% 9994 06 10,000 100% Nil
2 Foreign
a) NRIs-Individuals -- -- -- -- -- -- -- -- --
b) Other-Individuals -- -- -- -- -- -- -- -- --
c) Bodies Corporate -- -- -- -- -- -- -- -- --
d) Banks/FI -- -- -- -- -- -- -- -- --
e) Any Other -- -- -- -- -- -- -- -- --
Sub
Total(A)(2)
-- -- -- -- -- -- -- -- --
Total
Shareholding
of Promoter
and Promoter
Group
(A)=
(A)(1)+(A)(2)
9994 06 10,000 100% 9994 06 10,000 100% Nil
B. Public shareholding
1 Institutions
a) Mutual Funds/ UTI -- -- -- -- -- -- -- -- --
b) Banks/FI -- -- -- -- -- -- -- -- --
c) Central Govt. -- -- -- -- -- -- -- -- --
d) State Govt. -- -- -- -- -- -- -- -- --
e) Venture Capital Funds -- -- -- -- -- -- -- -- --
f) Insurance Companies -- -- -- -- -- -- -- -- --
g) FII -- -- -- -- -- -- -- -- --
h) Foreign Venture Capital Funds -- -- -- -- -- -- -- -- --
32
ADANI INFRASTRUCTURE MANAGEMENT SERVICES LIMITED Standalone Financial Statements for period 01/04/2018 to 31/03/2019
i) Any Other -- -- -- -- -- -- -- -- --
Sub-Total
(B)(1)
2 Non-institutions
a) Bodies Corporate -- -- -- -- -- -- -- -- --
I Indian -- -- -- -- -- -- -- -- --
Ii Overseas -- -- -- -- -- -- -- -- --
b) Individuals -- -- -- -- -- -- -- -- --
I
Individuals shareholders holding
nominal share capital up to Rs 1
lakh
-- -- -- -- -- -- -- -- --
ii
Individual shareholders holding
nominal share capital in excess
of Rs. 1 lakh.
-- -- -- -- -- -- -- -- --
c) Other (specify) -- -- -- -- -- -- -- -- --
Sub-Total
(B)(2)
-- -- -- -- -- -- -- --
Total
Public
Shareholding
(B)=
(B)(1)+(B)(2)
-- -- -- -- -- -- -- -- --
C.
Shares held by Custodians for
GDRs & ADRs
-- -- -- -- -- -- -- -- --
GRAND
TOTAL
(A)+(B)+(C)
9994 06 10,000 100% 9994 06 10,000 100% Nil
ii) Shareholding of Promoter
Shareholders
Name
No of Shares
held at the
beginning of the
year
No. of
Shares
held at
the end
of the
year
%
Change
during
the
year
33
ADANI INFRASTRUCTURE MANAGEMENT SERVICES LIMITED Standalone Financial Statements for period 01/04/2018 to 31/03/2019
Demat Physical Total
% of
total
Shares
Demat Physical Total
% of
total
Shares
1
Adani
Properties
Private
Limited *
9994 6
10000
100%
9994 6 10000 100% Nil
* Shares held by Adani
Properties Private Limited
(APPL) including six
nominees of APPL
iii) Change in Promoters Shareholding
No. of
Shares
% of total
shares of the
Company
No. of
Shares
% of total
shares of the
Company
At the beginning of the year
No change
during the
year
Date wise Increase / Decrease in Promoters Shareholding during the year specifying
the reasons for increase / decrease (e.g. allotment / transfer / bonus/ sweat equity
etc):
No change
during the
year
At the end of the year
No change
during the
year
iv) Shareholding Pattern of top ten Shareholders
For each of the Top 10
Shareholder
Shareholding at the beginning
of the year
Shareholding at the end
of the year
No. of Shares
% of total shares of the
Company
No. of Shares
% of total shares of the
Company
Adani Properties Private
Limited*
10000 100% 10000 100%
*Shares held by APPL
including nominees
34
ADANI INFRASTRUCTURE MANAGEMENT SERVICES LIMITED Standalone Financial Statements for period 01/04/2018 to 31/03/2019
v) Shareholding of Directors and Key Managerial Personnel
For each of the Directors and KMP Shareholding at the beginning of the year
Shareholding
at the end of
the year
No. of Shares
% of
total
shares of
the
Company
No. of
Shares
% of
total
shares of
the
Company
At the beginning of the year
Date wise Increase / Decrease in Promoters
Shareholding during the year specifying the
reasons for increase / decrease (e.g. allotment /
transfer / bonus/ sweat equity etc):
None of the Directors and Key Managerial Personnel
hold share in the Company except, Mr. Jayadeb Nanda
and Mr. Vneet S Jaain are holding one share each as
nominees of Adani Properties Private Limited.
At the end of the year
V. INDEBTEDNESS
Indebtedness of the Company including interest outstanding/accrued but not due for payment
(Amount in crores)
Secured Loans
excluding deposits
Unsecured
Loans
Deposits Total
Indebtedness
Indebtedness at the beginning of the financial year
i) Principal Amount - 0.10 0.10
ii) Interest due but not paid - - - -
iii) Interest accrued but not due - 0.00 - 0.00
Total (i+ii+iii) - 0.10 - 0.10
Change in Indebtedness during the financial year
Addition 1.57 38.30 - 39.87
35
ADANI INFRASTRUCTURE MANAGEMENT SERVICES LIMITED Standalone Financial Statements for period 01/04/2018 to 31/03/2019
Reduction 1.56 0.10 - 1.66
Exchange Difference (Net of Realised and Unrealised) 0.01 - - 0.01
Net Change 0.00 38.30 38.30
Indebtedness at the
end of the financial year
i) Principal Amount 0.00 38.30 38.30
ii) Interest due but not paid - -
iii) Interest accrued but not due 0 0.09 0.09
Total (i+ii+iii) 0 38.39 38.39
VI.REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
A. Remuneration to Managing Director, Whole-time Directors and/or Manager:
(Amount in Crore)
Sr No Particulars of Remuneration Jigar Thakkar
(Executive Director)
1 Gross salary 0.23
a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961 --
b) Value of perquisites u/s 17(2) Income-tax Act, 1961 --
c) Profits in lieu of salary under section 17(3) Income-tax Act, 1961 --
2 Stock Option - --
36
ADANI INFRASTRUCTURE MANAGEMENT SERVICES LIMITED Standalone Financial Statements for period 01/04/2018 to 31/03/2019
3 Sweat Equity --
4 Commission --
- as % of profit --
- others, specify --
5 Others, please specify --
Total (A) 0.23
Ceiling as per the Act --
B. Remuneration to other Directors:
Sr No Particulars of Remuneration
1 Independent Directors Not Applicable
a) Fee for attending board, committee meetings
b) Commission
c) Others, please specify
Total (1)
2 Other Non-Executive Directors
a) Fee for attending board, committee meetings
b) Commission
c) Others, please specify
Total (2)
Total (B) = (1+2)
Total Managerial Remuneration
37
ADANI INFRASTRUCTURE MANAGEMENT SERVICES LIMITED Standalone Financial Statements for period 01/04/2018 to 31/03/2019
C. Remuneration to key managerial personnel other than MD/manager/WTD
Sr No Particulars of Remuneration
1 Gross salary
a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961 Not Applicable
b) Value of perquisites u/s 17(2) Income-tax Act, 1961
c) Profits in lieu of salary under section 17(3) Income-tax Act, 1961
2 Stock Option
3 Sweat Equity
4 Commission
- as % of profit
- others, specify
5 Others, please specify
Total (A)
Ceiling as per the Act
VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES:
Type
Section of the
Companies Act
Brief
Description
Details of penalty/ punishment/
compounding fees imposed
Authority[RD /
NCLT/ COURT]
Appeal made, if any
(give details)
XCompany
Penalty
Punishment None
Compounding
A. Directors
38
ADANI INFRASTRUCTURE MANAGEMENT SERVICES LIMITED Standalone Financial Statements for period 01/04/2018 to 31/03/2019
Penalty
Punishment None
Compounding
B. Other
Officers in default
Penalty
Punishment None
Compounding
Textual information (13)
Disclosure of statement on development and implementation of risk management policy [Text Block]
Risk Management:
Your Company has a formal risk assessment and management system which periodically identifies risk areas, evaluates their consequences,
initiates risk mitigation strategies and implements corrective actions where required.
39
ADANI INFRASTRUCTURE MANAGEMENT SERVICES LIMITED Standalone Financial Statements for period 01/04/2018 to 31/03/2019
Textual information (14)
Disclosure of financial summary or highlights [Text Block]
Financial Highlights:
The audited financial statements of the Company as on March 31, 2019 are prepared in accordance with the relevant applicable IND AS
and provisions of the Companies Act, 2013 (“Act”).
The financial highlights of your Company for the year ended 31st March, 2019 is summarized as below:Rs in Crores
For the year 31st March, 2019 For the year ended 31st March, 2018
Particulars
Revenue from operations 144.08 49.5
Other Income 0.33 0.27
Total Revenue 144.41 49.77
Operating & Administrative Expenses 136.58 43.66
Operating Profit before Interest and Tax 7.83 6.11
Finance Costs 0.14 0.01
Profit/(Loss) Before Tax 7.69 6.1
Tax Expense (Including Deferred Tax) 2.05 1.85
Profit / (Loss) After tax 5.64 4.25
Other Comprehensive Income -0.31 0.07
Total Comprehensive Income for the Period/year 5.33 4.32
Textual information (15)
Details of directors or key managerial personnels who were appointed or have resigned during year [Text Block]
Appointments of Directors :
During the year under review, Mr. Jigar Thakkar has been appointed as a director of the company with effect from 13th November, 2018.
Resignation of Directors
During the year under review, Mr. Jayadeb Nanda has been resigned from the post of director of the company with effect from 13th
November, 2018.
Retirement by Rotation :
Pursuant to the requirements of the Companies Act, 2013 and Articles of Association of the Company, Mr. Vneet S Jaain is liable to retire by
rotation and being eligible offers himself for re-appointment.
40
ADANI INFRASTRUCTURE MANAGEMENT SERVICES LIMITED Standalone Financial Statements for period 01/04/2018 to 31/03/2019
Textual information (16)
Details relating to deposits covered under chapter v of companies act [Text Block]
Deposits:
During the year under review, your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013
read with rules made thereunder.
Textual information (17)
Details of significant and material orders passed by regulators or courts or tribunals impacting going concern
status and company’s operations in future [Text Block]
Significant and material orders passed by the regulators or courts or tribunals impacting the going concern status of the Company:
There are no significant and material orders passed by the Regulators or Courts or Tribunals which would impact the going concern status
and the Company’s future operations.
Textual information (18)
Details regarding adequacy of internal financial controls with reference to financial statements [Text Block]
Internal control systems and their adequacy:
The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The Internal Audit
Department monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating
systems, accounting procedures and policies of the Company. Based on the report of internal audit function, process owners undertake
corrective action in their respective areas and thereby strengthen the controls.
41
ADANI INFRASTRUCTURE MANAGEMENT SERVICES LIMITED Standalone Financial Statements for period 01/04/2018 to 31/03/2019
Textual information (19)
Disclosure of appointment and remuneration of director or managerial personnel if any, in the financial year
[Text Block]
Directors & Key Managerial Personnel:
Appointments of Directors :
During the year under review, Mr. Jigar Thakkar has been appointed as a director of the company with effect from 13th November, 2018.
Resignation of Directors
During the year under review, Mr. Jayadeb Nanda has been resigned from the post of director of the company with effect from 13th
November, 2018.
Retirement by Rotation :
Pursuant to the requirements of the Companies Act, 2013 and Articles of Association of the Company, Mr. Vneet S Jaain is liable to retire by
rotation and being eligible offers himself for re-appointment.
[700500] Disclosures - Signatories of financial statements
Details of directors signing financial statements [Table] ..(1)
Unless otherwise specified, all monetary values are in Crores of INR
Directors signing financial statements [Axis] 1 2
01/04/2018
to
31/03/2019
01/04/2018
to
31/03/2019
Details of signatories of financial statements [Abstract]
Details of directors signing financial statements [Abstract]
Details of directors signing financial statements [LineItems]
Name of director signing financial statements [Abstract]
First name of director JIGAR ANIL KUMAR
Middle name of director MANEKLAL
Last name of director THAKKAR GUPTA
Designation of director DIRECTOR DIRECTOR
Director identification number of director 08276831 06859132
Date of signing of financial statements by director 27/05/2019 27/05/2019
42
ADANI INFRASTRUCTURE MANAGEMENT SERVICES LIMITED Standalone Financial Statements for period 01/04/2018 to 31/03/2019
[700400] Disclosures - Auditors report
Details regarding auditors [Table] ..(1)
Unless otherwise specified, all monetary values are in Crores of INR
Auditors [Axis] 1
01/04/2018
to
31/03/2019
Details regarding auditors [Abstract]
Details regarding auditors [LineItems]
Category of auditor Auditors firm
Name of audit firm
DHARMESH
PARIKH & CO.
Name of auditor signing report
SHAH CHIRAG
JITENDRA
Firms registration number of audit firm 112054W
Membership number of auditor 122510
Address of auditors
303/304,"Milestone",
N r .
Drive-in-Cinema,Opp.
T. V Tower, Thaltej,
Ahmedabad-380 054
Permanent account number of auditor or auditor's firm AAGFD1279G
SRN of form ADT-1 H22931232
Date of signing audit report by auditors 27/05/2019
Date of signing of balance sheet by auditors 27/05/2019
43
ADANI INFRASTRUCTURE MANAGEMENT SERVICES LIMITED Standalone Financial Statements for period 01/04/2018 to 31/03/2019
Disclosure of auditor's qualification(s), reservation(s) or adverse remark(s) in auditors' report [Table] ..(1)
Unless otherwise specified, all monetary values are in Crores of INR
Auditor's qualification(s), reservation(s) or adverse remark(s) in auditors' report [Axis]
Auditor's
favourable remark
[Member]
01/04/2018
to
31/03/2019
Disclosure of auditor's qualification(s), reservation(s) or adverse remark(s) in auditors' report [Abstract]
Disclosure of auditor's qualification(s), reservation(s) or adverse remark(s) in auditors' report
[LineItems]
Disclosure in auditors report relating to fixed assets AS MENTIONED
Disclosure relating to quantitative details of fixed assets
The company does
not have any
property, plant and
equipment.
Accordingly the
provisions of
paragraph 3 (i) (a)
to (c) of the Order
are not applicable.
Disclosure in auditors report relating to inventories
Textual information
(20) [See below]
Disclosure in auditors report relating to loans AS MENTIONED
Disclosure about loans granted to parties covered under section 189 of companies act
Textual information
(21) [See below]
Disclosure in auditors report relating to compliance with Section 185 and 186 of Companies Act, 2013
Textual information
(22) [See below]
Disclosure in auditors report relating to deposits accepted
Textual information
(23) [See below]
Disclosure in auditors report relating to maintenance of cost records
Textual information
(24) [See below]
Disclosure in auditors report relating to statutory dues [TextBlock] AS MENTIONED
Disclosure relating to regularity in payment of undisputed statutory dues [TextBlock]
Textual information
(25) [See below]
Disclosure relating to disputed statutory dues [TextBlock]
According to the
records of the
Company and
representations
made by the
Management, there
are no statutory
dues on account of
any dispute.
Disclosure in auditors report relating to default in repayment of financial dues
Textual information
(26) [See below]
Disclosure in auditors report relating to public offer and term loans used for purpose for which
those were raised
Textual information
(27) [See below]
Disclosure in auditors report relating to fraud by the company or on the company by its officers
or its employees reported during period
(x) No fraud by the
Company or on the
Company by its
officers or
employees have
been noticed or
reported during the
period covered by
our audit.
Disclosure in auditors report relating to managerial remuneration
Textual information
(28) [See below]
Disclosure in auditors report relating to Nidhi Company
(xii) As the
Company is not a
Nidhi Company and
the Nidhi Rules,
2014 are not
applicable to it.
Accordingly the
provisions of
paragraph 3 (xii) of
the Order are not
applicable.
Disclosure in auditors report relating to transactions with related parties
Textual information
(29) [See below]
Disclosure in auditors report relating to preferential allotment or private placement of shares or
convertible debentures
Textual information
(30) [See below]
Disclosure in auditors report relating to non-cash transactions with directors or persons connected
with him
Textual information
(31) [See below]
Disclosure in auditors report relating to registration under section 45-IA of Reserve Bank of India
Act, 1934
Textual information
(32) [See below]
44
ADANI INFRASTRUCTURE MANAGEMENT SERVICES LIMITED Standalone Financial Statements for period 01/04/2018 to 31/03/2019
Unless otherwise specified, all monetary values are in Crores of INR
01/04/2018
to
31/03/2019
Disclosure in auditor’s report explanatory [TextBlock]
Textual information (33)
[See below]
Whether companies auditors report order is applicable on company Yes
Whether auditors' report has been qualified or has any reservations or
contains adverse remarks
No
Textual information (20)
Disclosure in auditors report relating to inventories
The Company being in the service industry is primarily carrying inventory in the nature of stores and spares and do not hold any inventory as
defined in Indian Accounting Standard 2 on Valuation of Inventories at the year end. Accordingly the provisions of paragraph 3 (ii) of the
Order is not applicable.
Textual information (21)
Disclosure about loans granted to parties covered under section 189 of companies act
According to the information and explanation given to us and the records produced to us for our verification, the company has not granted
loans, secured or unsecured to companies, firms, Limited Liability Partnerships or other parties covered in the register maintained under
section 189 of the Companies Act, 2013. Accordingly the provisions of paragraph 3 (iii) (a) to (c) of the Order are not applicable.
Textual information (22)
Disclosure in auditors report relating to compliance with Section 185 and 186 of Companies Act, 2013
Accordingto the information and explanations given to us and representations made by the Management, the Company has not done any
transactions covered under section 185 and 186 in respect of loans, investments, guarantees and security. Accordingly the provisions of
paragraph 3 (iv) of the Order are not applicable.
Textual information (23)
Disclosure in auditors report relating to deposits accepted
According to the information and explanations given to us, the Company has not accepted any deposits from the public and hence the
directives issued by the Reserve Bank of India and the provisions of Sections 73 to 76 or any other relevant provisions of the Act and the
Companies (Acceptance of Deposit) Rules, 2015 with regard to the deposits accepted from the public are not applicable.
Textual information (24)
Disclosure in auditors report relating to maintenance of cost records
(vi) As informed to us, the maintenance of cost records under section 148(1) of the Act as prescribed by the Central Government are not
applicable to the company. Accordingly the provisions of paragraph 3 (vi) of the Order are not applicable.
Textual information (25)
Disclosure relating to regularity in payment of undisputed statutory dues [Text Block]
According to the information and explanations given to us and on the basis of our examination of the records of the Company, amounts
deducted/ accrued in the books of account in respect of undisputed statutory dues including income tax, goods and service tax, sales tax,
service tax, duty of customs, value added tax, cess and other material statutory dues have been regularly deposited during the year by the
Company with the appropriate authorities. As explained to us, the Company did not have any dues on account of employees’ state insurance,
provident fund and duty of excise. According to the information and explanations given to us, no undisputed amounts payable in respect of
income tax, sales tax, service tax, duty of customs, goods and service tax, value added tax, cess and other material statutory dues were in
arrears as at 31 March 2018 for a period of more than six months from the date they became payable.
45
ADANI INFRASTRUCTURE MANAGEMENT SERVICES LIMITED Standalone Financial Statements for period 01/04/2018 to 31/03/2019
Textual information (26)
Disclosure in auditors report relating to default in repayment of financial dues
(viii) According to the records of the Company examined by us and the information and explanation given to us, the Company has not
defaulted in repayment of dues of loans or borrowings to any bankers. The Company has neither taken any loans or borrowings from the
Government, financial institutionnor issue any debentures.
Textual information (27)
Disclosure in auditors report relating to public offer and term loans used for purpose for which those were raised
(ix) The Company did not raised moneys by way of initial public offer or further public offer (including debt instruments). In our opinion, the
term Loans availed during the year, were applied for the purposes for which the loans were obtained.
Textual information (28)
Disclosure in auditors report relating to managerial remuneration
(xi) According to the information and explanations given to us and on the basis of our examination of the records of the Company,
managerial remuneration has been paid / provided in accordance with the requisite approval mandated by the provisions of Section 197 read
with Schedule V to the Act.
Textual information (29)
Disclosure in auditors report relating to transactions with related parties
As per information and explanation given to us and on the basis of our examination of the records of the Company, all the transaction with
related parties are in compliance with section177 and 188 of Companies Act 2013 and all the details have been disclosed in financial
statements as required by the applicable Indian Accounting Standards.
Textual information (30)
Disclosure in auditors report relating to preferential allotment or private placement of shares or convertible
debentures
According to the information and explanations given to us and on the basis of our examination of the records, the Company has not made any
preferential allotment or private placement or not issued any debenture during the year under review. Accordingly the provisions of
paragraph 3(xiv) of the Order are not applicable.
Textual information (31)
Disclosure in auditors report relating to non-cash transactions with directors or persons connected with him
According to the information and explanations given to us and on the basis of our examination of the records, Company has not entered into
any non-cash transactions with any director or any person connected with him. Accordingly the provisions of paragraph 3(xv) of the Order
are not applicable to the Company.
Textual information (32)
Disclosure in auditors report relating to registration under section 45-IA of Reserve Bank of India Act, 1934
According to the information and explanations given to us, the company is not required to be registered under section 45 IA of the Reserve
Bank of India Act, 1934 and accordingly, the provisions of clause 3(xvi) of the Order are not applicable..
46
ADANI INFRASTRUCTURE MANAGEMENT SERVICES LIMITED Standalone Financial Statements for period 01/04/2018 to 31/03/2019
Textual information (33)
Disclosure in auditor’s report explanatory [Text Block]
Independent Auditor’s Report
To the Members of Adani Infrastructure Management Services Limited
Report on the audit of the Standalone Financial Statements
Opinion
We have audited the accompanying Standalone Financial Statements of Adani Infrastructure Management Services Limited (“the
Company”), which comprise the Balance Sheet as at 31stMarch, 2019, the Statement of Profit and Loss (including other comprehensive
income), the Statement of Cash Flows and the Statement of Changes in Equity for the year then ended, and a summary of significant
accounting policies and other explanatory information (herein after referred to as “StandaloneFinancial Statements”).
In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements
read with the Emphasis of matter paragraph below, give the information required by the Companies Act, 2013 (“the Act”) in the manner so
required and give a true and fair view in conformity with the Indian Accounting Standards prescribed under section 133 of the Act read with
the Companies (Indian Accounting Standards) Rules, 2015, as amended, (“Ind AS”) and other accounting principles generally accepted in
India, of the state of affairs of the Company as at 31st March, 2019, the profit and total comprehensive income, changes in equity and its cash
flows for the year ended on that date.
Basis for Opinion
We conducted our audit of the standalone financial statements in accordance with the Standards on Auditing specified under section 143(10)
of the Act (SAs). Our responsibilities under those Standards are further described in the Auditor’s Responsibilities for the Audit of the
Standalone Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by
the Institute of Chartered Accountants of India (ICAI) together with the independence requirements that are relevant to our audit of the
standalone financial statements under the provisions of the Act and the Rules made there under, and we have fulfilled our other ethical
responsibilities in accordance with these requirements and the ICAI’s Code of Ethics. We believe that the audit evidence we have obtained is
sufficient and appropriate to provide a basis for our audit opinion on the standalone financial statements.
Other Information
47
ADANI INFRASTRUCTURE MANAGEMENT SERVICES LIMITED Standalone Financial Statements for period 01/04/2018 to 31/03/2019
The Company’s board of directors is responsible for the preparation of the other information. The other information comprises the
information included in the Management Discussion and Analysis, Board’s Report including Annexures to Board’s Report, Business
Responsibility Report, Corporate Governance and Shareholder’s Information, but does not include the financial statements and our auditor’s
report thereon.
Our opinion on the financial statements does not cover the other information and we do not express any form of assurance conclusion
thereon.
In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether
the other information is materially inconsistent with the standalone financial statements or our knowledge obtained during the course of our
audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material
misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.
Independent Auditor’s Report
To the Members of Adani Infrastructure Management Services Limited (Continue)
Management’s Responsibility for the StandaloneFinancial Statements
The Company’s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (“the Act”) with
respect to the preparation and presentation of these Standalone Financial Statements that give a true and fair view of the financial position,
financial performance including other comprehensive income, cash flows and changes in equity of the Company in accordance with the
accounting principles generally accepted in India, including the applicable Indian Accounting Standards (Ind AS) prescribed under Section
133 of the Act, read with the Companies (Indian Accounting Standards) Rules, 2015, as amended.
This responsibility also includes 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 frauds and other irregularities; selection and application of appropriate
accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of
48
ADANI INFRASTRUCTURE MANAGEMENT SERVICES LIMITED Standalone Financial Statements for period 01/04/2018 to 31/03/2019
adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records,
relevant to the preparation and presentation of the Standalone Financial Statements that give a true and fair view and are free from material
misstatement, whether due to fraud or error.
In preparing the standalone financial statements, management is responsible for assessing the Company’s ability to continue as a going
concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management
either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
The Board of Directors is responsible for overseeing the Company’s financial reporting process.
Auditor’s Responsibility
Our objectives are to obtain reasonable assurance about whether the standalone financial statements as a whole are free from material
misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of
assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists.
Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be
expected to influence the economic decisions of users taken on the basis of these standalone financial statements.
As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit.
We also:
· Identify and assess the risks of material misstatement of the standalone financial statements, whether due to fraud or error, design and
perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our
opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may
involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
· Obtain an understanding of internal financial controls relevant to the audit in order to design audit procedures that are appropriate in
the circumstances. Under section 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether the Company has
adequate internal financial controls system in place and the operating effectiveness of such controls.
· Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made
by management.
Independent Auditor’s Report
49
ADANI INFRASTRUCTURE MANAGEMENT SERVICES LIMITED Standalone Financial Statements for period 01/04/2018 to 31/03/2019
To the Members of Adani Infrastructure Management Services Limited (Continue)
· Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence
obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to
continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the
related disclosures in the standalone financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are
based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Company to
cease to continue as a going concern.
· Evaluate the overall presentation, structure and content of the standalone financial statements, including the disclosures, and whether
the standalone financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and
significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding
independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our
independence, and where applicable, related safeguards.
Report on Other Legal and Regulatory Requirements
1. As required by the Companies (Auditor’s Report) Order, 2016 (“the Order”) issued by the Central Government of India in terms of
sub-section (11) of section 143 of the Act, we give in “Annexure A” statement on the matters specified in the paragraph 3 and 4 of the Order,
to the extent applicable.
2. As required by section 143(3) of the Act, we report that:
a) we have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the
purposes of our audit;
b) in our opinion proper books of account as required by law have been kept by the Company so far as it appears from our examination of
those books;
c) the Balance Sheet, the Statement of Profit and Loss, the Statement Cash Flows and the Statement of Changes in Equity dealt with by
this Report are in agreement with the books of account;
50
ADANI INFRASTRUCTURE MANAGEMENT SERVICES LIMITED Standalone Financial Statements for period 01/04/2018 to 31/03/2019
d) in our opinion, the aforesaid Standalone Financial Statements comply with the Indian Accounting Standards specified under Section
133 of the Act, read with the Companies (Indian Accounting Standards) Rules, 2015, as amended;
e) on the basis of the written representations received from the directors as on 31st March, 2019 taken on record by the Board of
Directors, none of the directors is disqualified as on 31st March, 2019 from being appointed as a director in terms of Section 164(2) of the
Act;
f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness
of such controls, refer to our separate report in “Annexure B”;
Independent Auditor’s Report
To the Members of Adani Infrastructure Management Services Limited (Continue)
g) With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit and
Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:
i. The Company does not have any pending litigations which would impact on its financial position;
ii. The Company did not have any long term contracts including derivatives contracts for which there were any material foreseeable
losses;
51
ADANI INFRASTRUCTURE MANAGEMENT SERVICES LIMITED Standalone Financial Statements for period 01/04/2018 to 31/03/2019
iii. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company.
3. With respect to the matters to be included in the Auditor’s Report in accordance with the requirements of section 197(16) of the Act, as
amended:
According to the information and explanations given to us and on the basis of our examination of the records of the Company, managerial
remuneration has been paid /provided, in accordance with requisite approval mandated by the provisions of Section 197(16) of the Act.
For, DHARMESH PARIKH & CO.
Chartered Accountants
Place : Ahmedabad Firm Reg. No. 112054W
Date :27thMay, 2019.
Chirag Shah
Partner
Membership No. 122510
ANNEXURE - A TO THE INDEPENDENT AUDITOR’S REPORT
RE: ADANI INFRASTRUCTURE MANAGEMENT SERVICES LIMITED
(Referred to in Paragraph 1 of our Report of even date)
The Annexure referred to in our Independent Auditor’s Report to the members of the Company on the standalone Ind AS financial statements
for the year ended 31 March 2019, we report that:
(i) The company does not have any property, plant and equipment. Accordingly the provisions of paragraph 3 (i) (a) to (c) of the Order
are not applicable.
52
ADANI INFRASTRUCTURE MANAGEMENT SERVICES LIMITED Standalone Financial Statements for period 01/04/2018 to 31/03/2019
(ii) The Company being in the service industry is primarily carrying inventory in the nature of stores and spares and do not hold any
inventory as defined in Indian Accounting Standard 2 on Valuation of Inventories at the year end. Accordingly the provisions of paragraph 3
(ii) of the Order is not applicable.
(iii) According to the information and explanation given to us and the records produced to us for our verification, the company has not
granted loans, secured or unsecured to companies, firms, Limited Liability Partnerships or other parties covered in the register maintained
under section 189 of the Companies Act, 2013. Accordingly the provisions of paragraph 3 (iii) (a) to (c) of the Order are not applicable.
(iv) Accordingto the information and explanations given to us and representations made by the Management, the Company has not done
any transactions covered under section 185 and 186 in respect of loans, investments, guarantees and security. Accordingly the provisions of
paragraph 3 (iv) of the Order are not applicable.
(v) According to the information and explanations given to us, the Company has not accepted any deposits from the public and hence the
directives issued by the Reserve Bank of India and the provisions of Sections 73 to 76 or any other relevant provisions of the Act and the
Companies (Acceptance of Deposit) Rules, 2015 with regard to the deposits accepted from the public are not applicable.
(vi) As informed to us, the maintenance of cost records under section 148(1) of the Act as prescribed by the Central Government are not
applicable to the company. Accordingly the provisions of paragraph 3 (vi) of the Order are not applicable.
(vii) (a) According to the information and explanations given to us and on the basis of our examination of the records of the Company,
amounts deducted/ accrued in the books of account in respect of undisputed statutory dues including income tax, goods and service tax, sales
tax, service tax, duty of customs, value added tax, cess and other material statutory dues have been regularly deposited during the year by the
Company with the appropriate authorities. As explained to us, the Company did not have any dues on account of employees’ state insurance,
provident fund and duty of excise.
According to the information and explanations given to us, no undisputed amounts payable in respect of income tax, sales tax, service tax,
duty of customs, goods and service tax, value added tax, cess and other material statutory dues were in arrears as at 31 March 2018 for a
period of more than six months from the date they became payable.
(b) According to the records of the Company and representations made by the Management, there are no statutory dues on account of any
dispute.
(viii) According to the records of the Company examined by us and the information and explanation given to us, the Company has not
defaulted in repayment of dues of loans or borrowings to any bankers. The Company has neither taken any loans or borrowings from the
Government, financial institutionnor issue any debentures.
53
ADANI INFRASTRUCTURE MANAGEMENT SERVICES LIMITED Standalone Financial Statements for period 01/04/2018 to 31/03/2019
Annexure - A to the Independent Auditor’s Report
RE: Adani Infrastructure Management Services Limited (Continue)
(Referred to in Paragraph 1 of our Report of even date)
(ix) The Company did not raised moneys by way of initial public offer or further public offer (including debt instruments). In our opinion,
the term Loans availed during the year, were applied for the purposes for which the loans were obtained.
(x) No fraud by the Company or on the Company by its officers or employees have been noticed or reported during the period covered by
our audit.
(xi) According to the information and explanations given to us and on the basis of our examination of the records of the Company,
managerial remuneration has been paid / provided in accordance with the requisite approval mandated by the provisions of Section 197 read
with Schedule V to the Act.
(xii) As the Company is not a Nidhi Company and the Nidhi Rules, 2014 are not applicable to it. Accordingly the provisions of paragraph
3 (xii) of the Order are not applicable.
(xiii) As per information and explanation given to us and on the basis of our examination of the records of the Company, all the transaction
with related parties are in compliance with section177 and 188 of Companies Act 2013 and all the details have been disclosed in financial
statements as required by the applicable Indian Accounting Standards.
(xiv) According to the information and explanations given to us and on the basis of our examination of the records, the Company has not
made any preferential allotment or private placement or not issued any debenture during the year under review. Accordingly the provisions of
paragraph 3(xiv) of the Order are not applicable.
(xv) According to the information and explanations given to us and on the basis of our examination of the records, Company has not entered
into any non-cash transactions with any director or any person connected with him. Accordingly the provisions of paragraph 3(xv) of the
Order are not applicable to the Company.
(xvi) According to the information and explanations given to us, the company is not required to be registered under section 45 IA of the
Reserve Bank of India Act, 1934 and accordingly, the provisions of clause 3(xvi) of the Order are not applicable..
54
ADANI INFRASTRUCTURE MANAGEMENT SERVICES LIMITED Standalone Financial Statements for period 01/04/2018 to 31/03/2019
For, DHARMESH PARIKH & CO.
Chartered Accountants
Place : Ahmedabad Firm Reg. No. 112054W
Date :27th May, 2019.
Chirag Shah
Partner
Membership No. 122510
ANNEXURE-B TO THE INDEPENDENT AUDITOR’S REPORT
RE: ADANI INFRASTRUCTURE MANAGEMENT SERVICESLIMITED
Report on the Internal Financial Controls under Clause i of sub-section 3 of section 143 of the Companies Act 2013 (the act).
Opinion
We have audited the internal financial controls over financial reporting of the company as of 31st March, 2019 in conjunction with our audit
55
ADANI INFRASTRUCTURE MANAGEMENT SERVICES LIMITED Standalone Financial Statements for period 01/04/2018 to 31/03/2019
of the Standalone Financial Statements of the company for the year ended on that date.
In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such
internal financial controls over financial reporting were operating effectively as at 31st March 2019, based on the internal control over
financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note
on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.
Management’s Responsibilities for Internal Financial Controls
The Company’s management is responsible for establishing and maintaining internal financial controls based on the internal control over
financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note
on Audit of Internal Financial Controls over Financial Reporting (the Guidance Note) issued by the Institute of Chartered Accountants of
India. These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating
effectively for ensuring the orderly and efficient conduct of its business, including adherence to company’s policies, the safeguarding of its
assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation
of reliable financial information, as required under the Companies Act, 2013.
Auditors’ Responsibility
Our responsibility is to express an opinion on the Company's internal financial controls over financial reporting based on our audit. We
conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the Guidance
Note) and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act, 2013, to the
extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the
Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and
plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was
established and maintained and if such controls operated effectively in all material respects.
Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial
reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an
understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and
evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the
auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company’s
internal financial controls system over financial reporting.
56
ADANI INFRASTRUCTURE MANAGEMENT SERVICES LIMITED Standalone Financial Statements for period 01/04/2018 to 31/03/2019
Annexure – B to the Independent Auditor’s Report
RE: Adani Infrastructure Management Services Limited (continue)
(Referred to in Paragraph 2(f) of our Report of even date)
Meaning of Internal Financial Controls over Financial Reporting
A company's internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability
of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting
principles. A company's internal financial control over financial reporting includes those policies and procedures that
(1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets
of the company;
(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with
generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with
authorizations of management and directors of the company; and
(3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's
assets that could have a material effect on the financial statements.
Inherent Limitations of Internal Financial Controls over Financial Reporting
Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper
management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any
evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control
over financialreporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or
procedures may deteriorate.
For, DHARMESH PARIKH & CO.
Chartered Accountants
57
ADANI INFRASTRUCTURE MANAGEMENT SERVICES LIMITED Standalone Financial Statements for period 01/04/2018 to 31/03/2019
Place : Ahmedabad Firm Reg. No. 112054W
Date :27thMay,2019.
Chirag Shah
Partner
Membership No. 122510
[700700] Disclosures - Secretarial audit report
Unless otherwise specified, all monetary values are in Crores of INR
01/04/2018
to
31/03/2019
Disclosure in secretarial audit report explanatory [TextBlock]
Whether secretarial audit report is applicable on company No
58
ADANI INFRASTRUCTURE MANAGEMENT SERVICES LIMITED Standalone Financial Statements for period 01/04/2018 to 31/03/2019
[110000] Balance sheet
Unless otherwise specified, all monetary values are in Crores of INR
31/03/2019 31/03/2018
Balance sheet [Abstract]
Assets [Abstract]
Non-current assets [Abstract]
Property, plant and equipment 0 0
Capital work-in-progress 0 0.01
Other intangible assets 0 0
Non-current financial assets [Abstract]
Non-current investments 0 0
Loans, non-current 27.53 0
Total non-current financial assets 27.53 0
Other non-current assets (A) 1.86
(B) 0
Total non-current assets 29.39 0.01
Current assets [Abstract]
Inventories 0 0.07
Current financial assets [Abstract]
Current investments 0 0
Trade receivables, current 67.99 15.84
Cash and cash equivalents 1.29 0.83
Loans, current 0.1 0.14
Other current financial assets 0.03 0
Total current financial assets 69.41 16.81
Other current assets 6.3 3.76
Total current assets 75.71 20.64
Total assets 105.1 20.65
Equity and liabilities [Abstract]
Equity [Abstract]
Equity attributable to owners of parent [Abstract]
Equity share capital 0.01 0.01
Other equity 9.65 4.32
Total equity attributable to owners of parent 9.66 4.33
Non controlling interest 0 0
Total equity 9.66 4.33
Liabilities [Abstract]
Non-current liabilities [Abstract]
Non-current financial liabilities [Abstract]
Borrowings, non-current 0 0
Other non-current financial liabilities 1.89 0
Total non-current financial liabilities 1.89 0
Provisions, non-current 2.71 2.45
Total non-current liabilities 4.6 2.45
Current liabilities [Abstract]
Current financial liabilities [Abstract]
Borrowings, current 38.3 0.1
Trade payables, current (C) 41.88 (D) 8.91
Other current financial liabilities 8.14 2.85
Total current financial liabilities 88.32 11.86
Other current liabilities 2.03 1.15
Provisions, current 0.49 0.75
Current tax liabilities 0 0.11
Total current liabilities 90.84 13.87
Total liabilities 95.44 16.32
Total equity and liabilities 105.1 20.65
Footnotes
(A) Income Tax Assets(Net) : 1.86
(B) Income Tax Assets(Net) : 0
(C) i. Total outstanding dues of micro enterprises and small enterprises : 2.59 ii. Total outstanding dues of creditors other than micro
enterprises and small enterprises : 39.29
(D) i. Total outstanding dues of micro enterprises and small enterprises : 0 ii. Total outstanding dues of creditors other than micro
enterprises and small enterprises : 8.91
59
ADANI INFRASTRUCTURE MANAGEMENT SERVICES LIMITED Standalone Financial Statements for period 01/04/2018 to 31/03/2019
[210000] Statement of profit and loss
Earnings per share [Table] ..(1)
Unless otherwise specified, all monetary values are in Crores of INR
Classes of equity share capital [Axis] Equity shares [Member] Equity shares 1 [Member]
01/04/2018
to
31/03/2019
09/06/2017
to
31/03/2018
01/04/2018
to
31/03/2019
09/06/2017
to
31/03/2018
Statement of profit and loss [Abstract]
Earnings per share [Abstract]
Earnings per share [Line items]
Basic earnings per share [Abstract]
Basic earnings (loss) per share from
continuing operations
[INR/shares]
5,640.1
[INR/shares] 4,252.2
[INR/shares]
5,640.1
[INR/shares] 4,252.2
Total basic earnings (loss) per share
[INR/shares]
5,640.1
[INR/shares] 4,252.2
[INR/shares]
5,640.1
[INR/shares] 4,252.2
Diluted earnings per share [Abstract]
Diluted earnings (loss) per share from
continuing operations
[INR/shares]
5,640.1
[INR/shares] 4,252.2
[INR/shares]
5,640.1
[INR/shares] 4,252.2
Total diluted earnings (loss) per share
[INR/shares]
5,640.1
[INR/shares] 4,252.2
[INR/shares]
5,640.1
[INR/shares] 4,252.2
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Adani Infrastructure and Management Services 2019 Annual Report.pdf

  • 1. ADANI INFRASTRUCTURE MANAGEMENT SERVICES LIMITED Standalone Financial Statements for period 01/04/2018 to 31/03/2019 [700300] Disclosure of general information about company Unless otherwise specified, all monetary values are in Crores of INR 01/04/2018 to 31/03/2019 09/06/2017 to 31/03/2018 Name of company ADANI INFRASTRUCTURE MANAGEMENT SERVICES LIMITED Corporate identity number U74999GJ2017PLC097813 Permanent account number of entity AAPCA6798M Address of registered office of company ADANI HOUSE, 56 , SHRIMALI SOCIETY NAVRANGPURA , Ahmedabad Ahmedabad , GUJARAT , INDIA - 380009 Type of industry C o m m e r c i a l a n d Industrial Registration date 09/06/2017 Category/sub-category of company Compnay Limited by Shares Whether company is listed company No Name of parent entity Adani Properties Private Limited Name of ultimate parent of group Adani Properties Private Limited Date of board meeting when final accounts were approved 27/05/2019 Period covered by financial statements 1-4-18 to 31-3-19 Date of start of reporting period 01/04/2018 09/06/2017 Date of end of reporting period 31/03/2019 31/03/2018 Nature of report standalone consolidated Standalone Content of report Financial Statements Description of presentation currency INR Level of rounding used in financial statements Crores Type of cash flow statement Indirect Method Whether company is maintaining books of account and other relevant books and papers in electronic form Yes Complete postal address of place of maintenance of computer servers (storing accounting data) P l o t n o . B - 7 ,Sector-132, N o i d a , ( UP ) - 201301 Name of city of place of maintenance of computer servers (storing accounting data) Noida Name of state/ union territory of place of maintenance of computer servers (storing accounting data) Uttar Pradesh Pin code of place of maintenance of computer servers (storing accounting data) 201301 Name of district of place of maintenance of computer servers (storing accounting data) Noida ISO country code of place of maintenance of computer servers (storing accounting data) 91(IN) Name of country of place of maintenance of computer servers (storing accounting data) INDIA Phone (with STD/ ISD code) of place of maintenance of computer servers (storing accounting data) 079-25555650 Whether books of account and other books and papers are maintained on cloud No Description of principal product or services category Construction/erection and maintenance of power, telecommunication and t r a n s m i s s i o n lines
  • 2. 2 ADANI INFRASTRUCTURE MANAGEMENT SERVICES LIMITED Standalone Financial Statements for period 01/04/2018 to 31/03/2019 Disclosure of principal product or services [Table] ..(1) Unless otherwise specified, all monetary values are in Crores of INR Types of principal product or services [Axis] 1 01/04/2018 to 31/03/2019 Disclosure of general information about company [Abstract] Disclosure of principal product or services [Abstract] Disclosure of principal product or services [LineItems] Description of product or service category Construction/erection and maintenance of p o w e r , telecommunication and transmission lines Turnover of product or service category 144.08 Description of product or service Construction/erection and maintenance of p o w e r , telecommunication and transmission lines Turnover of highest contributing product or service 144.08 [700600] Disclosures - Directors report Details of principal business activities contributing 10% or more of total turnover of company [Table] ..(1) Unless otherwise specified, all monetary values are in Crores of INR Principal business activities of company [Axis] Product/service 1 [Member] 01/04/2018 to 31/03/2019 Details of principal business activities contributing 10% or more of total turnover of company [Abstract] Details of principal business activities contributing 10% or more of total turnover of company [LineItems] Name of main product/service Construction/erection and maintenance of p o w e r , telecommunication and transmission lines Description of main product/service Construction/erection and maintenance of p o w e r , telecommunication and transmission lines NIC code of product/service 42202 Percentage to total turnover of company 100.00% Details of shareholding pattern [Table] ..(1) Unless otherwise specified, all monetary values are in Crores of INR Shareholding pattern [Axis] Promoters [Member] Indian [Member] 31/03/2019 31/03/2018 31/03/2019 31/03/2018 Details of shareholding pattern [Abstract] Details of shareholding pattern [LineItems] Number of demat shares held at end of period [shares] 9,994 [shares] 9,994 [shares] 9,994 [shares] 9,994 Number of physical shares held end of period [shares] 6 [shares] 6 [shares] 6 [shares] 6 Total number of shares held at end of period [shares] 10,000 [shares] 10,000 [shares] 10,000 [shares] 10,000 Percentage of total shares held at end of period 100.00% 100.00% 100.00% 100.00% Total number of shares held at end of period [shares] 10,000 [shares] 10,000 [shares] 10,000 [shares] 10,000 Percentage of total shares held at end of period 100.00% 100.00% 100.00% 100.00% Total number of shares held at end of period [shares] 10,000 [shares] 10,000 [shares] 10,000 [shares] 10,000 Percentage of total shares held at end of period 100.00% 100.00% 100.00% 100.00% Total number of shares held at end of period [shares] 10,000 [shares] 10,000 [shares] 10,000 [shares] 10,000 Percentage of total shares held at end of period 100.00% 100.00% 100.00% 100.00% Total number of shares held at end of period [shares] 10,000 [shares] 10,000 [shares] 10,000 [shares] 10,000 Percentage of total shares held at end of period 100.00% 100.00% 100.00% 100.00%
  • 3. 3 ADANI INFRASTRUCTURE MANAGEMENT SERVICES LIMITED Standalone Financial Statements for period 01/04/2018 to 31/03/2019 Details of shareholding pattern [Table] ..(2) Unless otherwise specified, all monetary values are in Crores of INR Shareholding pattern [Axis] Corporate bodies [Member] 31/03/2019 31/03/2018 Details of shareholding pattern [Abstract] Details of shareholding pattern [LineItems] Number of demat shares held at end of period [shares] 9,994 [shares] 9,994 Number of physical shares held end of period [shares] 6 [shares] 6 Total number of shares held at end of period [shares] 10,000 [shares] 10,000 Percentage of total shares held at end of period 100.00% 100.00% Total number of shares held at end of period [shares] 10,000 [shares] 10,000 Percentage of total shares held at end of period 100.00% 100.00% Total number of shares held at end of period [shares] 10,000 [shares] 10,000 Percentage of total shares held at end of period 100.00% 100.00% Total number of shares held at end of period [shares] 10,000 [shares] 10,000 Percentage of total shares held at end of period 100.00% 100.00% Total number of shares held at end of period [shares] 10,000 [shares] 10,000 Percentage of total shares held at end of period 100.00% 100.00% Particulars of holding, subsidiary and associate companies [Table] ..(1) Unless otherwise specified, all monetary values are in Crores of INR Particulars of companies [Axis] 1 01/04/2018 to 31/03/2019 Particulars of holding, subsidiary and associate companies [Abstract] Particulars of holding, subsidiary and associate companies [LineItems] Name of company Adani Properties Private Limited Country of incorporation of company INDIA CIN of company U45201GJ1995PTC026067 Type of company HOLDING COMPANY Percentage of shares held 100.00% Applicable section 2(46) Details of directors signing board report [Table] ..(1) Unless otherwise specified, all monetary values are in Crores of INR Directors signing board report [Axis] 1 01/04/2018 to 31/03/2019 Details of signatories of board report [Abstract] Details of directors signing board report [LineItems] Name of director signing board report [Abstract] First name of director ANIL KUMAR Last name of director GUPTA Designation of director DIRECTOR Director identification number of director 06859132 Date of signing board report 27/05/2019
  • 4. 4 ADANI INFRASTRUCTURE MANAGEMENT SERVICES LIMITED Standalone Financial Statements for period 01/04/2018 to 31/03/2019 Unless otherwise specified, all monetary values are in Crores of INR 01/04/2018 to 31/03/2019 Disclosure in board of directors report explanatory [TextBlock] Textual information (1) [See below] Description of state of companies affair Textual information (2) [See below] Disclosure relating to amounts if any which is proposed to carry to any reserves Dividend: In order to conserve resources for operational purposes as well as expansion of business, your Directors have not recommended any dividend on equity shares for the year. Disclosures relating to amount recommended to be paid as dividend Dividend:In order to conserve resources for operational purposes as well as expansion of business, your Directors have not recommended any dividend on equity shares for the year. Details regarding energy conservation Textual information (3) [See below] Steps taken or impact on conservation of energy [Text block] Textual information (4) [See below] Steps taken by the company for utilising alternate sources of energy [Text block] Textual information (5) [See below] Details regarding technology absorption Textual information (6) [See below] Details regarding foreign exchange earnings and outgo Textual information (7) [See below] Disclosures in director’s responsibility statement Textual information (8) [See below] Details of material changes and commitment occurred during period affecting financial position of company Textual information (9) [See below] Particulars of loans guarantee investment under section 186 [TextBlock] Textual information (10) [See below] Particulars of contracts/arrangements with related parties under section 188(1) [TextBlock] Textual information (11) [See below] Details of contracts/arrangements/transactions not at arm's length basis [Abstract] Whether there are contracts/arrangements/transactions not at arm's length basis No Details of material contracts/arrangements/transactions at arm's length basis [Abstract] Whether there are material contracts/arrangements/transactions at arm's length basis No Disclosure of extract of annual return as provided under section 92(3) [TextBlock] Textual information (12) [See below] Details of principal business activities contributing 10% or more of total turnover of company [Abstract] Particulars of holding, subsidiary and associate companies [Abstract] Details of shareholding pattern [Abstract] Details of shareholding of promoters [Abstract] Details of change in promoters shareholding [TextBlock] Details of change in promoters’ shareholding [Abstract] Details of shareholding pattern of top 10 shareholders [Abstract] Details of shareholding pattern of directors and key managerial personnel [TextBlock] Details of shareholding pattern of directors and key managerial personnel [Abstract] Disclosure of statement on declaration given by independent directors under section 149(6) [TextBlock] Not Applicable Disclosure for companies covered under section 178(1) on directors appointment and remuneration including other matters provided under section 178(3) [TextBlock] Not Applicable Disclosure of statement on development and implementation of risk management policy [TextBlock] Textual information (13) [See below] Details on policy development and implementation by company on corporate social responsibility initiatives taken during year [TextBlock] Not Applicable Disclosure as per rule 8(5) of companies accounts rules 2014 [TextBlock] Disclosure of financial summary or highlights [TextBlock] Textual information (14) [See below] Disclosure of change in nature of business [TextBlock] Not Applicable
  • 5. 5 ADANI INFRASTRUCTURE MANAGEMENT SERVICES LIMITED Standalone Financial Statements for period 01/04/2018 to 31/03/2019 Details of directors or key managerial personnels who were appointed or have resigned during year [TextBlock] Textual information (15) [See below] Disclosure of companies which have become or ceased to be its subsidiaries, joint ventures or associate companies during year [TextBlock] Not Applicable Details relating to deposits covered under chapter v of companies act [TextBlock] Textual information (16) [See below] Details of deposits which are not in compliance with requirements of chapter v of act [TextBlock] Not Applicable Details of significant and material orders passed by regulators or courts or tribunals impacting going concern status and company’s operations in future [TextBlock] Textual information (17) [See below] Details regarding adequacy of internal financial controls with reference to financial statements [TextBlock] Textual information (18) [See below] Disclosure of appointment and remuneration of director or managerial personnel if any, in the financial year [TextBlock] Textual information (19) [See below] Details of remuneration of director or managerial personnel [Abstract] Number of meetings of board [pure] 10 Details of signatories of board report [Abstract] Name of director signing board report [Abstract]
  • 6. 6 ADANI INFRASTRUCTURE MANAGEMENT SERVICES LIMITED Standalone Financial Statements for period 01/04/2018 to 31/03/2019 Textual information (1) Disclosure in board of directors report explanatory [Text Block] Adani Infrastructure Management Services Limited 2nd Annual Report 2018-19 Board of Directors Mr. Vneet S Jain Director Mr. Anil Kumar Gupta Director Mr. Jigar Thakkar (W.e.f.: 13.11.2018) Director Mr. Jayadeb Nanda (Up to: 13.11.2018) Director Auditors M/s. Dharmesh Parikh & Co. Chartered Accountants Ahmedabad Registered Office Adani House 56, Shrimali Society, Navrangpura,
  • 7. 7 ADANI INFRASTRUCTURE MANAGEMENT SERVICES LIMITED Standalone Financial Statements for period 01/04/2018 to 31/03/2019 Ahmedabad 380009 DIRECTORS' REPORT Dear Shareholders, Your Directors are pleased to present the 2nd Annual Report along with the audited accounts of your Company for the Financial Year ended 31st March, 2019. Financial Highlights: The audited financial statements of the Company as on March 31, 2019 are prepared in accordance with the relevant applicable IND AS and provisions of the Companies Act, 2013 (Act). The financial highlights of your Company for the year ended 31st March, 2019 is summarized as below: (Rs. in Crores.) Particulars For the year 31st March, 2019 For the year ended 31st March, 2018 Revenue from operations 144.08 49.50 Other Income 0.33 0.27 Total Revenue 144.41 49.77 Operating & Administrative Expenses 136.58 43.66 Operating Profit before Interest and Tax 7.83 6.11 Finance Costs 0.14 0.01 Profit/(Loss) Before Tax 7.69 6.10 Tax Expense (Including Deferred Tax) 2.05 1.85
  • 8. 8 ADANI INFRASTRUCTURE MANAGEMENT SERVICES LIMITED Standalone Financial Statements for period 01/04/2018 to 31/03/2019 Profit / (Loss) After tax 5.64 4.25 Other Comprehensive Income (0.31) 0.07 Total Comprehensive Income for the Period/year 5.33 4.32 Financial Performance of the Company: Your Company has recorded total income to the tune of Rs. 144.41 Crores during the financial year 2018-19 compared to Rs. 49.77 Crores in the corresponding previous financial year. Net Profit for the financial year 2018-19 is Rs. 5.64 Crores as compared to Profit of Rs. 4.25 Crores in the previous financial year. Earnings per share stood at Rs. 5640.10 on face value of Rs. 10 each. Dividend: In order to conserve resources for operational purposes as well as expansion of business, your Directors have not recommended any dividend on equity shares for the year. Material changes and commitments: No material changes and commitments have occurred between the end of financial year of the company and the date of this report affecting the financial position of the company as at 31st March, 2019. Deposits: During the year under review, your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 read with rules made thereunder.
  • 9. 9 ADANI INFRASTRUCTURE MANAGEMENT SERVICES LIMITED Standalone Financial Statements for period 01/04/2018 to 31/03/2019 Subsidiaries, Joint Ventures and Associate Companies: As at March 31, 2019, Your Company continues to be Whollyowned Subsidiary (WOS) of Adani Properties Private Limited (APPL). Since the Company is WOS of APPL, the financials of the Company and of its Subsidiary is consolidated in the financials of APPL pursuant to the provisions of Section 129, 134 and 136 of the Companies Act, 2013 read with rules framed thereunder and the Company is therefore not required to prepare the consolidated financial statements separately. The annual financial statements and related detailed information of the subsidiary company shall be made available to the shareholders of the holding and subsidiary company seeking such information on all working days during business hours. The financial statements of the subsidiary company shall also be kept open for inspection by any shareholder/s during working hours at the Company's registered office and that of the subsidiary company. Particulars of Loans, Guarantee or Investment: The provisions of Section 186 of the Companies Act, 2013, with respect to a loan, guarantee or security is not applicable to the Company as the Company is engaged in providing infrastructural facilities and is exempted under Section 186 of the Companies Act, 2013. The Company has not made any investment during the year under review. Directors & Key Managerial Personnel: Appointments of Directors : During the year under review, Mr. Jigar Thakkar has been appointed as a director of the company with effect from 13th November, 2018. Resignation of Directors
  • 10. 10 ADANI INFRASTRUCTURE MANAGEMENT SERVICES LIMITED Standalone Financial Statements for period 01/04/2018 to 31/03/2019 During the year under review, Mr. Jayadeb Nanda has been resigned from the post of director of the company with effect from 13th November, 2018. Retirement by Rotation : Pursuant to the requirements of the Companies Act, 2013 and Articles of Association of the Company, Mr. Vneet S Jaain is liable to retire by rotation and being eligible offers himself for re-appointment. Directors Responsibility Statement: Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, state the following: that in the preparation of the annual financial statements, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any; that such accounting policies have been selected and applied consistently and judgement and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2019 and of the loss of the Company for the year ended on that date; that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; that the annual financial statements have been prepared on a going concern basis; that proper internal financial controls were in place and that the financial control were adequate and were operating effectively; that proper systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively. Secretarial Standards: During the year under review, your company has complied with all the applicable Secretarial Standards. No. of Board Meetings:
  • 11. 11 ADANI INFRASTRUCTURE MANAGEMENT SERVICES LIMITED Standalone Financial Statements for period 01/04/2018 to 31/03/2019 In compliance with the Companies Act, 2013 and the rules made thereunder, where permitted, Directors are provided the facility to join the proceedings of the meeting through video conferencing. During the period under review, The Board of Directors met 10 (Ten) times on 04th April, 2018, 2nd May, 2018, 27th August, 2018, 20th September, 2018, 10th October, 2018, 20th October, 2018, 13th November, 2018, 10th January, 2019, 11th February, 2019 and 01st March, 2019. The maximum time gap between any two meetings is not more than 120 days. The attendance of each Director at the Board Meetings held during the year under review is as under: Name of Directors Meetings Held Attended Mr. Vneet S Jaain 10 10 *Mr. Jayadeb Nanda 7 7 Mr. Anil Kumar Gupta 10 10 *Mr. Jigar Maneklal Thakkar 3 3 *Mr Jayadeb Nanda : Resigned Dtd. 13.11.2018 *Mr Jigar Thakkar : Appoint Dtd. 13.11.2018 Board Evaluation: The Board adopted a formal mechanism for evaluating its performance as well as that of its Committees and individual Directors, including the Chairman of the Board. The exercise was carried out through a structured evaluation process covering various aspects of the Board functioning such as composition of the Board & committees, experience & competencies, performance of specific duties & obligations, contribution at the meetings and otherwise, independent judgment, governance issues etc.
  • 12. 12 ADANI INFRASTRUCTURE MANAGEMENT SERVICES LIMITED Standalone Financial Statements for period 01/04/2018 to 31/03/2019 Risk Management: Your Company has a formal risk assessment and management system which periodically identifies risk areas, evaluates their consequences, initiates risk mitigation strategies and implements corrective actions where required. Related Party Transactions: All the related party transactions entered into during the financial year were in the ordinary course of business and on an arms length pricing basis and none of the transactions with the related parties fall under the scope of Section 188(1) of the Companies Act, 2013. Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Companies Act, 2013 in Form AOC 2 is not applicable. Suitable disclosure as required by the Indian Accounting Standards (Ind AS 24)has been made in the notes to the Financial Statements. Significant and material orders passed by the regulators or courts or tribunals impacting the going concern status of the Company: There are no significant and material orders passed by the Regulators or Courts or Tribunals which would impact the going concern status and the Companys future operations. Internal control systems and their adequacy: The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The Internal Audit Department monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies of the Company. Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Disclosure in relation to the Sexual Harassment of Women at workplace (prevention, prohibition & redressal) Act, 2013: As per the requirement of The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 and rules made thereunder, your Company has constituted Internal Complaints Committee which is responsible for redressal of complaints related to sexual harassment.
  • 13. 13 ADANI INFRASTRUCTURE MANAGEMENT SERVICES LIMITED Standalone Financial Statements for period 01/04/2018 to 31/03/2019 Auditors & Auditors Report: Earlier, on the recommendation of the Board, In the year of 2017-18, M/s Dharmesh Parikh & Co., Chartered Accountants, has been appointed as Statutory Auditors of the Company from the conclusion of the 01st Annual General Meeting in the year of 2017-18 till the conclusion of 06th Annual General Meeting i.e. 2023. Notes to the financial statements referred in the Auditors Report are self-explanatory and therefore do not call for any comments under Section 134 of the Companies Act, 2013. Audit Qualification: There were no qualifications, reservation or adverse remarks given by Statutory Auditors of the Company. Extract of Annual Return: The details forming part of the extract of the Annual Return in Form MGT-9 are annexed as an Annexure-A herewith, which forms part of this Report. Insurance: The Company has taken appropriate insurance for all assets against foreseeable perils. Particulars of Employees: The Company has not employed any individual whose remuneration falls within the purview of the limits prescribed under the provisions of Section 197 of the Companies Act, 2013, read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. A. Personnel who are in receipt of remuneration aggregating not less than Rs. 102 lacs per annum and employed throughout the year: Nil
  • 14. 14 ADANI INFRASTRUCTURE MANAGEMENT SERVICES LIMITED Standalone Financial Statements for period 01/04/2018 to 31/03/2019 B. Employed for a part of the financial year and were in receipt of remuneration for any part of the financial year at a rate which in aggregate was not less than Rs. 8.5 lacs per month: Nil Disclosures pertaining to remuneration of top ten employees of the company as required under Section 197(12) of the Act read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided as Annexure C to this Report. Cost Records: Requirement of maintenance of cost records as specified by the central government under subsection (1) of section 148 of the companies act, 2013 is not applicable to the company. Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo: The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the companies Act, 2013 read with Rule, 8 of the Companies (Accounts) Rules, 2014, as amended from time to time is annexed as an Annexure-B to this report. Acknowledgement: Your Directors have pleasure in taking this opportunity to thank, Government Agencies, bankers and all other personnel of their continued support and co-operation to the Company. For and on behalf of directors Anil Kumar Gupta Chairman Date 27 th May 2019 Place Ahmedabad
  • 15. 15 ADANI INFRASTRUCTURE MANAGEMENT SERVICES LIMITED Standalone Financial Statements for period 01/04/2018 to 31/03/2019 Annexure-A ANNEXURE TO DIRECTORS REPORT FORM NO. MGT-9 EXTRACT OF ANNUAL RETURN As on the financial year ended March 31, 2019 [Pursuant to Section 92(3) of the Companies Act, 2013, and Rule 12(1) of the Companies (Management and Administration) Rules, 2014] I. REGISTRATION AND OTHER DETAILS: CIN : U74999GJ2017PLC097813 Registration Date : 09th June, 2017 Name of the Company : Adani Infrastructure Management Services Limited Category / Sub-Category of the Company : Company limited by Shares Address of the Registered office and contact details : Adani House 56, Shrimali Society, Navrangpura, Ahmedabad 380009 Whether listed company : Unlisted Name, Address and Contact details of Registrar and Transfer Agent, if any : NA II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY: All the business activities contributing 10% or more of the total turnover of the company shall be stated: NIC Code of the Product/ % to total turnover of the
  • 16. 16 ADANI INFRASTRUCTURE MANAGEMENT SERVICES LIMITED Standalone Financial Statements for period 01/04/2018 to 31/03/2019 Name and description of main Products/Services service company Construction/erection and maintenance of power, telecommunication and transmission lines 42202 100 III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES: Name and address of the Company CIN/GLN Holding/ Subsidiary/ Associate % of shares held Applicable Section Adani Properties Private Limited U45201GJ1995PTC026067 Holding Company 100% 2(46) IV. SHARE HOLDING PATTERN (EQUITY SHARE CAPITAL BREAKUP AS PERCENTAGE OF TOTAL EQUITY) i) Category-wise Share Holding Category of Shareholders No of Shares held at the beginning of the year No. of Shares held at the end of the year % Change during the year Demat Physical Total % of total Shares Demat Physical Total % of total Shares A. Promoter 1 Indian a) Individuals/ HUF -- -- -- -- -- -- -- -- -- b) Central Government -- -- -- -- -- -- -- -- -- c) State Government(s) -- -- -- -- -- -- -- -- -- d) Bodies Corporate 9994 06 10,000 100% 9994 06 10,000 100% Nil
  • 17. 17 ADANI INFRASTRUCTURE MANAGEMENT SERVICES LIMITED Standalone Financial Statements for period 01/04/2018 to 31/03/2019 e) Banks/FI -- -- -- -- -- -- -- -- -- f) Any Others -- -- -- -- -- -- -- -- -- Sub Total(A)(1) 9994 06 10,000 100% 9994 06 10,000 100% Nil 2 Foreign a) NRIs-Individuals -- -- -- -- -- -- -- -- -- b) Other-Individuals -- -- -- -- -- -- -- -- -- c) Bodies Corporate -- -- -- -- -- -- -- -- -- d) Banks/FI -- -- -- -- -- -- -- -- -- e) Any Other -- -- -- -- -- -- -- -- -- Sub Total(A)(2) -- -- -- -- -- -- -- -- -- Total Shareholding of Promoter and Promoter Group (A)= (A)(1)+(A)(2) 9994 06 10,000 100% 9994 06 10,000 100% Nil B. Public shareholding 1 Institutions a) Mutual Funds/ UTI -- -- -- -- -- -- -- -- -- b) Banks/FI -- -- -- -- -- -- -- -- -- c) Central Govt. -- -- -- -- -- -- -- -- -- d) State Govt. -- -- -- -- -- -- -- -- -- e) Venture Capital Funds -- -- -- -- -- -- -- -- -- f) Insurance Companies -- -- -- -- -- -- -- -- -- g) FII -- -- -- -- -- -- -- -- --
  • 18. 18 ADANI INFRASTRUCTURE MANAGEMENT SERVICES LIMITED Standalone Financial Statements for period 01/04/2018 to 31/03/2019 h) Foreign Venture Capital Funds -- -- -- -- -- -- -- -- -- i) Any Other -- -- -- -- -- -- -- -- -- Sub-Total (B)(1) 2 Non-institutions a) Bodies Corporate -- -- -- -- -- -- -- -- -- I Indian -- -- -- -- -- -- -- -- -- Ii Overseas -- -- -- -- -- -- -- -- -- b) Individuals -- -- -- -- -- -- -- -- -- I Individuals shareholders holding nominal share capital up to Rs 1 lakh -- -- -- -- -- -- -- -- -- ii Individual shareholders holding nominal share capital in excess of Rs. 1 lakh. -- -- -- -- -- -- -- -- -- c) Other (specify) -- -- -- -- -- -- -- -- -- Sub-Total (B)(2) -- -- -- -- -- -- -- -- Total Public Shareholding (B)= (B)(1)+(B)(2) -- -- -- -- -- -- -- -- -- C. Shares held by Custodians for GDRs & ADRs -- -- -- -- -- -- -- -- -- GRAND TOTAL (A)+(B)+(C) 9994 06 10,000 100% 9994 06 10,000 100% Nil ii) Shareholding of Promoter Shareholders No of Shares held at the No. of Shares held at % Change
  • 19. 19 ADANI INFRASTRUCTURE MANAGEMENT SERVICES LIMITED Standalone Financial Statements for period 01/04/2018 to 31/03/2019 Name beginning of the year the end of the year during the year Demat Physical Total % of total Shares Demat Physical Total % of total Shares 1 Adani Properties Private Limited * 9994 6 10000 100% 9994 6 10000 100% Nil * Shares held by Adani Properties Private Limited (APPL) including six nominees of APPL iii) Change in Promoters Shareholding No. of Shares % of total shares of the Company No. of Shares % of total shares of the Company At the beginning of the year No change during the year Date wise Increase / Decrease in Promoters Shareholding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus/ sweat equity etc): No change during the year At the end of the year No change during the year iv) Shareholding Pattern of top ten Shareholders For each of the Top 10 Shareholder Shareholding at the beginning of the year Shareholding at the end of the year No. of Shares % of total shares of the Company No. of Shares % of total shares of the Company Adani Properties Private Limited* 10000 100% 10000 100%
  • 20. 20 ADANI INFRASTRUCTURE MANAGEMENT SERVICES LIMITED Standalone Financial Statements for period 01/04/2018 to 31/03/2019 *Shares held by APPL including nominees v) Shareholding of Directors and Key Managerial Personnel For each of the Directors and KMP Shareholding at the beginning of the year Shareholding at the end of the year No. of Shares % of total shares of the Company No. of Shares % of total shares of the Company At the beginning of the year Date wise Increase / Decrease in Promoters Shareholding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus/ sweat equity etc): None of the Directors and Key Managerial Personnel hold share in the Company except, Mr. Jayadeb Nanda and Mr. Vneet S Jaain are holding one share each as nominees of Adani Properties Private Limited. At the end of the year V. INDEBTEDNESS Indebtedness of the Company including interest outstanding/accrued but not due for payment (Amount in crores) Secured Loans excluding deposits Unsecured Loans Deposits Total Indebtedness Indebtedness at the beginning of the financial year i) Principal Amount - 0.10 0.10 ii) Interest due but not paid - - - - iii) Interest accrued but not due - 0.00 - 0.00 Total (i+ii+iii) - 0.10 - 0.10
  • 21. 21 ADANI INFRASTRUCTURE MANAGEMENT SERVICES LIMITED Standalone Financial Statements for period 01/04/2018 to 31/03/2019 Change in Indebtedness during the financial year Addition 1.57 38.30 - 39.87 Reduction 1.56 0.10 - 1.66 Exchange Difference (Net of Realised and Unrealised) 0.01 - - 0.01 Net Change 0.00 38.30 38.30 Indebtedness at the end of the financial year i) Principal Amount 0.00 38.30 38.30 ii) Interest due but not paid - - iii) Interest accrued but not due 0 0.09 0.09 Total (i+ii+iii) 0 38.39 38.39 VI.REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL A. Remuneration to Managing Director, Whole-time Directors and/or Manager: (Amount in Crore) Sr No Particulars of Remuneration Jigar Thakkar (Executive Director) 1 Gross salary 0.23 a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961 -- b) Value of perquisites u/s 17(2) Income-tax Act, 1961 --
  • 22. 22 ADANI INFRASTRUCTURE MANAGEMENT SERVICES LIMITED Standalone Financial Statements for period 01/04/2018 to 31/03/2019 c) Profits in lieu of salary under section 17(3) Income-tax Act, 1961 -- 2 Stock Option - -- 3 Sweat Equity -- 4 Commission -- - as % of profit -- - others, specify -- 5 Others, please specify -- Total (A) 0.23 Ceiling as per the Act -- B. Remuneration to other Directors: Sr No Particulars of Remuneration 1 Independent Directors Not Applicable a) Fee for attending board, committee meetings b) Commission c) Others, please specify Total (1) 2 Other Non-Executive Directors a) Fee for attending board, committee meetings b) Commission c) Others, please specify Total (2) Total (B) = (1+2)
  • 23. 23 ADANI INFRASTRUCTURE MANAGEMENT SERVICES LIMITED Standalone Financial Statements for period 01/04/2018 to 31/03/2019 Total Managerial Remuneration C. Remuneration to key managerial personnel other than MD/manager/WTD Sr No Particulars of Remuneration 1 Gross salary a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961 Not Applicable b) Value of perquisites u/s 17(2) Income-tax Act, 1961 c) Profits in lieu of salary under section 17(3) Income-tax Act, 1961 2 Stock Option 3 Sweat Equity 4 Commission - as % of profit - others, specify 5 Others, please specify Total (A) Ceiling as per the Act VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES: Type Section of the Companies Act Brief Description Details of penalty/ punishment/ compounding fees imposed Authority[RD / NCLT/ COURT] Appeal made, if any (give details) XCompany Penalty Punishment None
  • 24. 24 ADANI INFRASTRUCTURE MANAGEMENT SERVICES LIMITED Standalone Financial Statements for period 01/04/2018 to 31/03/2019 Compounding A. Directors Penalty Punishment None Compounding B. Other Officers in default Penalty Punishment None Compounding Annexure B To the Directors Report CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO A. Conservation of Energy: (i) Steps taken or impact on conservation of energy: AIMS helped different Customer to Install 1.7 MW renewable energy project to optimize the power consumptions from conventional energy sources AIMSL advised the Customer to install automated power factor correction (APFC) panel to enhance reactive power compensations Replace compact florescent lamp ( CFL ) with LED device High Efficiency Lighting control, Motors, Pumps and Fans Use of Silicon rubber insulator for less breakdown of lines (ii) Steps taken by the company for utilizing alternate sources of energy: At present we are Providing Operation and Maintenance Services to different Customer. We have advised our Customer for use of renewable energy source (Solar) as an alternate source of energy. (iii) Capital investment on energy conservation equipment: NIL B. Technology Absorption:
  • 25. 25 ADANI INFRASTRUCTURE MANAGEMENT SERVICES LIMITED Standalone Financial Statements for period 01/04/2018 to 31/03/2019 Adopting the best technologies in our business is essential in ensuring and maintaining global benchmarks in performance. We ensure this through our in house engineering and adopting best technologies available in the market. We have ventured into the Operation and maintenance of the thermal and Solar and Wind business .As a part of the R&D our engineering team has developed transmission tower design with use of circular section in place of angle section. Further we have Started Hot Line washing of HVDC Line by use of our own resources. C. Foreign Exchange Earnings and Outgo: The particulars relating to foreign exchange earnings and outgo during the year under review are as under: (Rs. In Crores) Particulars 2018-19 2017-18 Foreign exchange earned -- -- Foreign exchange outgo 0.23 -- Annexure-C Particulars of Employees : (Amount in crores) Sr No. Name Age (yrs) Designation Gross Remuneration Qualification Exp (yrs) Date of joining Previous Employment 1 SAMIR KUMAR MITRA 56 Vice President - Operations & Maintenance 0.93 BE-84 34.4 01.11.2018 ADANI POWER RAJASTHAN LTD 2 HARISH CHANDRA PANDEY 51 Associate Vice President - Opertaions & Maintenance 0.58 B.Tech.-89 29.6 01.11.2018 UDUPI POWER CORP LTD 3 Sunil Modi 51 General Manager- Operation & Maintenance 0.58 BE-90 29.2 01.01.2019 ADANI GREEN ENERGY LTD 4 SANJAY BHATT 47 General Manager - Protection & Metering 0.44 BE-92 26.1 01.11.2018 ADANI POWER RAJASTHAN LTD 5 JAIRAJ BAYAD 51 Associate General Manager - Operations & Technical Services 0.43 Others-07 26.8 01.11.2018 UDUPI POWER CORP LTD 6 RAVICHANDRAN SUBRAMANYAM 56 ASSOCIATE GENERAL MANAGER 0.40 BE-84 33.6 01.11.2018 ADANI POWER RAJASTHAN LTD Deputy General Manager - Operations ADANI POWER
  • 26. 26 ADANI INFRASTRUCTURE MANAGEMENT SERVICES LIMITED Standalone Financial Statements for period 01/04/2018 to 31/03/2019 7 ANNA RAO 51 & Maintenance 0.32 BE-92 25.11 01.11.2018 RAJASTHAN LTD 8 ALOK SHARMA 43 Deputy General Manager - Operations & Maintenance 0.32 BE-01 16.9 01.11.2018 ADANI POWER RAJASTHAN LTD 9 VINAY SORTE 47 Associate General Manager - Operations & Maintenance 0.31 NA 1.6 01.11.2017 NA Textual information (2) Description of state of companies affair Financial Performance of the Company: Your Company has recorded total income to the tune of Rs. 144.41 Crores during the financial year 2018-19 compared to Rs. 49.77 Crores in the corresponding previous financial year. Net Profit for the financial year 2018-19 is Rs. 5.64 Crores as compared to Profit of Rs. 4.25 Crores in the previous financial year. Earnings per share stood at Rs. 5640.10 on face value of Rs. 10 each.
  • 27. 27 ADANI INFRASTRUCTURE MANAGEMENT SERVICES LIMITED Standalone Financial Statements for period 01/04/2018 to 31/03/2019 Textual information (3) Details regarding energy conservation Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo: The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the companies Act, 2013 read with Rule, 8 of the Companies (Accounts) Rules, 2014, as amended from time to time is annexed as an Annexure-B to this report. Textual information (4) Steps taken or impact on conservation of energy [Text block] A. Conservation of Energy: (i) Steps taken or impact on conservation of energy: • AIMS helped different Customer to Install 1.7 MW renewable energy project to optimize the power consumptions from conventional energy sources • AIMSL advised the Customer to install automated power factor correction (APFC) panel to enhance reactive power compensations • Replace compact florescent lamp ( CFL ) with LED device • High Efficiency Lighting control, Motors, Pumps and Fans • Use of Silicon rubber insulator for less breakdown of lines Textual information (5) Steps taken by the company for utilising alternate sources of energy [Text block] (ii) Steps taken by the company for utilizing alternate sources of energy: At present we are Providing Operation and Maintenance Services to different Customer. We have advised our Customer for use of renewable energy source (Solar) as an alternate source of energy. (iii) Capital investment on energy conservation equipment: NIL Textual information (6) Details regarding technology absorption B. Technology Absorption:Adopting the best technologies in our business is essential in ensuring and maintaining global benchmarks in performance. We ensure this through our in house engineering and adopting best technologies available in the market. We have ventured into the Operation and maintenance of the thermal and Solar and Wind business .As a part of the R&D our engineering team has developed transmission tower design with use of circular section in place of angle section. Further we have Started Hot Line washing of HVDC Line by use of our own resources. Textual information (7) Details regarding foreign exchange earnings and outgo C. Foreign Exchange Earnings and Outgo:The particulars relating to foreign exchange earnings and outgo during the year under review are as under: Rs in Crores Particulars 2018-19 2017-18 Foreign exchange earned -- -- Foreign exchange outgo 0.23 --
  • 28. 28 ADANI INFRASTRUCTURE MANAGEMENT SERVICES LIMITED Standalone Financial Statements for period 01/04/2018 to 31/03/2019 Textual information (8) Disclosures in director’s responsibility statement Directors’ Responsibility Statement: Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, state the following: that in the preparation of the annual financial statements, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any; that such accounting policies have been selected and applied consistently and judgement and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2019 and of the loss of the Company for the year ended on that date; that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; that the annual financial statements have been prepared on a going concern basis; that proper internal financial controls were in place and that the financial control were adequate and were operating effectively; that proper systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively. Textual information (9) Details of material changes and commitment occurred during period affecting financial position of company Material changes and commitments: No material changes and commitments have occurred between the end of financial year of the company and the date of this report affecting the financial position of the company as at 31st March, 2019. Textual information (10) Particulars of loans guarantee investment under section 186 [Text Block] Particulars of Loans, Guarantee or Investment: The provisions of Section 186 of the Companies Act, 2013, with respect to a loan, guarantee or security is not applicable to the Company as the Company is engaged in providing infrastructural facilities and is exempted under Section 186 of the Companies Act, 2013. The Company has not made any investment during the year under review. Textual information (11) Particulars of contracts/arrangements with related parties under section 188(1) [Text Block] Related Party Transactions: All the related party transactions entered into during the financial year were in the ordinary course of business and on an arm’s length pricing basis and none of the transactions with the related parties fall under the scope of Section 188(1) of the Companies Act, 2013. Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Companies Act, 2013 in Form AOC 2 is not applicable. Suitable disclosure as required by the Indian Accounting Standards (Ind AS 24)has been made in the notes to the Financial Statements.
  • 29. 29 ADANI INFRASTRUCTURE MANAGEMENT SERVICES LIMITED Standalone Financial Statements for period 01/04/2018 to 31/03/2019 Textual information (12) Disclosure of extract of annual return as provided under section 92(3) [Text Block] FORM NO. MGT-9 EXTRACT OF ANNUAL RETURN As on the financial year ended March 31, 2019 [Pursuant to Section 92(3) of the Companies Act, 2013, and Rule 12(1) of the Companies (Management and Administration) Rules, 2014] I. REGISTRATION AND OTHER DETAILS: CIN : U74999GJ2017PLC097813 Registration Date : 09th June, 2017 Name of the Company : Adani Infrastructure Management Services Limited Category / Sub-Category of the Company : Company limited by Shares Address of the Registered office and contact details : Adani House 56, Shrimali Society, Navrangpura, Ahmedabad 380009 Whether listed company : Unlisted Name, Address and Contact details of Registrar and Transfer Agent, if any : NA II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY: All the business activities contributing 10% or more of the total turnover of the company shall be stated: Name and description of main Products/Services NIC Code of the Product/ service % to total turnover of the company
  • 30. 30 ADANI INFRASTRUCTURE MANAGEMENT SERVICES LIMITED Standalone Financial Statements for period 01/04/2018 to 31/03/2019 Construction/erection and maintenance of power, telecommunication and transmission lines 42202 100 III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES: Name and address of the Company CIN/GLN Holding/ Subsidiary/ Associate % of shares held Applicable Section Adani Properties Private Limited U45201GJ1995PTC026067 Holding Company 100% 2(46) IV. SHARE HOLDING PATTERN (EQUITY SHARE CAPITAL BREAKUP AS PERCENTAGE OF TOTAL EQUITY) i) Category-wise Share Holding Category of Shareholders No of Shares held at the beginning of the year No. of Shares held at the end of the year % Change during the year Demat Physical Total % of total Shares Demat Physical Total % of total Shares A. Promoter 1 Indian a) Individuals/ HUF -- -- -- -- -- -- -- -- -- b) Central Government -- -- -- -- -- -- -- -- -- c) State Government(s) -- -- -- -- -- -- -- -- -- d) Bodies Corporate 9994 06 10,000 100% 9994 06 10,000 100% Nil e) Banks/FI -- -- -- -- -- -- -- -- --
  • 31. 31 ADANI INFRASTRUCTURE MANAGEMENT SERVICES LIMITED Standalone Financial Statements for period 01/04/2018 to 31/03/2019 f) Any Others -- -- -- -- -- -- -- -- -- Sub Total(A)(1) 9994 06 10,000 100% 9994 06 10,000 100% Nil 2 Foreign a) NRIs-Individuals -- -- -- -- -- -- -- -- -- b) Other-Individuals -- -- -- -- -- -- -- -- -- c) Bodies Corporate -- -- -- -- -- -- -- -- -- d) Banks/FI -- -- -- -- -- -- -- -- -- e) Any Other -- -- -- -- -- -- -- -- -- Sub Total(A)(2) -- -- -- -- -- -- -- -- -- Total Shareholding of Promoter and Promoter Group (A)= (A)(1)+(A)(2) 9994 06 10,000 100% 9994 06 10,000 100% Nil B. Public shareholding 1 Institutions a) Mutual Funds/ UTI -- -- -- -- -- -- -- -- -- b) Banks/FI -- -- -- -- -- -- -- -- -- c) Central Govt. -- -- -- -- -- -- -- -- -- d) State Govt. -- -- -- -- -- -- -- -- -- e) Venture Capital Funds -- -- -- -- -- -- -- -- -- f) Insurance Companies -- -- -- -- -- -- -- -- -- g) FII -- -- -- -- -- -- -- -- -- h) Foreign Venture Capital Funds -- -- -- -- -- -- -- -- --
  • 32. 32 ADANI INFRASTRUCTURE MANAGEMENT SERVICES LIMITED Standalone Financial Statements for period 01/04/2018 to 31/03/2019 i) Any Other -- -- -- -- -- -- -- -- -- Sub-Total (B)(1) 2 Non-institutions a) Bodies Corporate -- -- -- -- -- -- -- -- -- I Indian -- -- -- -- -- -- -- -- -- Ii Overseas -- -- -- -- -- -- -- -- -- b) Individuals -- -- -- -- -- -- -- -- -- I Individuals shareholders holding nominal share capital up to Rs 1 lakh -- -- -- -- -- -- -- -- -- ii Individual shareholders holding nominal share capital in excess of Rs. 1 lakh. -- -- -- -- -- -- -- -- -- c) Other (specify) -- -- -- -- -- -- -- -- -- Sub-Total (B)(2) -- -- -- -- -- -- -- -- Total Public Shareholding (B)= (B)(1)+(B)(2) -- -- -- -- -- -- -- -- -- C. Shares held by Custodians for GDRs & ADRs -- -- -- -- -- -- -- -- -- GRAND TOTAL (A)+(B)+(C) 9994 06 10,000 100% 9994 06 10,000 100% Nil ii) Shareholding of Promoter Shareholders Name No of Shares held at the beginning of the year No. of Shares held at the end of the year % Change during the year
  • 33. 33 ADANI INFRASTRUCTURE MANAGEMENT SERVICES LIMITED Standalone Financial Statements for period 01/04/2018 to 31/03/2019 Demat Physical Total % of total Shares Demat Physical Total % of total Shares 1 Adani Properties Private Limited * 9994 6 10000 100% 9994 6 10000 100% Nil * Shares held by Adani Properties Private Limited (APPL) including six nominees of APPL iii) Change in Promoters Shareholding No. of Shares % of total shares of the Company No. of Shares % of total shares of the Company At the beginning of the year No change during the year Date wise Increase / Decrease in Promoters Shareholding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus/ sweat equity etc): No change during the year At the end of the year No change during the year iv) Shareholding Pattern of top ten Shareholders For each of the Top 10 Shareholder Shareholding at the beginning of the year Shareholding at the end of the year No. of Shares % of total shares of the Company No. of Shares % of total shares of the Company Adani Properties Private Limited* 10000 100% 10000 100% *Shares held by APPL including nominees
  • 34. 34 ADANI INFRASTRUCTURE MANAGEMENT SERVICES LIMITED Standalone Financial Statements for period 01/04/2018 to 31/03/2019 v) Shareholding of Directors and Key Managerial Personnel For each of the Directors and KMP Shareholding at the beginning of the year Shareholding at the end of the year No. of Shares % of total shares of the Company No. of Shares % of total shares of the Company At the beginning of the year Date wise Increase / Decrease in Promoters Shareholding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus/ sweat equity etc): None of the Directors and Key Managerial Personnel hold share in the Company except, Mr. Jayadeb Nanda and Mr. Vneet S Jaain are holding one share each as nominees of Adani Properties Private Limited. At the end of the year V. INDEBTEDNESS Indebtedness of the Company including interest outstanding/accrued but not due for payment (Amount in crores) Secured Loans excluding deposits Unsecured Loans Deposits Total Indebtedness Indebtedness at the beginning of the financial year i) Principal Amount - 0.10 0.10 ii) Interest due but not paid - - - - iii) Interest accrued but not due - 0.00 - 0.00 Total (i+ii+iii) - 0.10 - 0.10 Change in Indebtedness during the financial year Addition 1.57 38.30 - 39.87
  • 35. 35 ADANI INFRASTRUCTURE MANAGEMENT SERVICES LIMITED Standalone Financial Statements for period 01/04/2018 to 31/03/2019 Reduction 1.56 0.10 - 1.66 Exchange Difference (Net of Realised and Unrealised) 0.01 - - 0.01 Net Change 0.00 38.30 38.30 Indebtedness at the end of the financial year i) Principal Amount 0.00 38.30 38.30 ii) Interest due but not paid - - iii) Interest accrued but not due 0 0.09 0.09 Total (i+ii+iii) 0 38.39 38.39 VI.REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL A. Remuneration to Managing Director, Whole-time Directors and/or Manager: (Amount in Crore) Sr No Particulars of Remuneration Jigar Thakkar (Executive Director) 1 Gross salary 0.23 a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961 -- b) Value of perquisites u/s 17(2) Income-tax Act, 1961 -- c) Profits in lieu of salary under section 17(3) Income-tax Act, 1961 -- 2 Stock Option - --
  • 36. 36 ADANI INFRASTRUCTURE MANAGEMENT SERVICES LIMITED Standalone Financial Statements for period 01/04/2018 to 31/03/2019 3 Sweat Equity -- 4 Commission -- - as % of profit -- - others, specify -- 5 Others, please specify -- Total (A) 0.23 Ceiling as per the Act -- B. Remuneration to other Directors: Sr No Particulars of Remuneration 1 Independent Directors Not Applicable a) Fee for attending board, committee meetings b) Commission c) Others, please specify Total (1) 2 Other Non-Executive Directors a) Fee for attending board, committee meetings b) Commission c) Others, please specify Total (2) Total (B) = (1+2) Total Managerial Remuneration
  • 37. 37 ADANI INFRASTRUCTURE MANAGEMENT SERVICES LIMITED Standalone Financial Statements for period 01/04/2018 to 31/03/2019 C. Remuneration to key managerial personnel other than MD/manager/WTD Sr No Particulars of Remuneration 1 Gross salary a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961 Not Applicable b) Value of perquisites u/s 17(2) Income-tax Act, 1961 c) Profits in lieu of salary under section 17(3) Income-tax Act, 1961 2 Stock Option 3 Sweat Equity 4 Commission - as % of profit - others, specify 5 Others, please specify Total (A) Ceiling as per the Act VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES: Type Section of the Companies Act Brief Description Details of penalty/ punishment/ compounding fees imposed Authority[RD / NCLT/ COURT] Appeal made, if any (give details) XCompany Penalty Punishment None Compounding A. Directors
  • 38. 38 ADANI INFRASTRUCTURE MANAGEMENT SERVICES LIMITED Standalone Financial Statements for period 01/04/2018 to 31/03/2019 Penalty Punishment None Compounding B. Other Officers in default Penalty Punishment None Compounding Textual information (13) Disclosure of statement on development and implementation of risk management policy [Text Block] Risk Management: Your Company has a formal risk assessment and management system which periodically identifies risk areas, evaluates their consequences, initiates risk mitigation strategies and implements corrective actions where required.
  • 39. 39 ADANI INFRASTRUCTURE MANAGEMENT SERVICES LIMITED Standalone Financial Statements for period 01/04/2018 to 31/03/2019 Textual information (14) Disclosure of financial summary or highlights [Text Block] Financial Highlights: The audited financial statements of the Company as on March 31, 2019 are prepared in accordance with the relevant applicable IND AS and provisions of the Companies Act, 2013 (“Act”). The financial highlights of your Company for the year ended 31st March, 2019 is summarized as below:Rs in Crores For the year 31st March, 2019 For the year ended 31st March, 2018 Particulars Revenue from operations 144.08 49.5 Other Income 0.33 0.27 Total Revenue 144.41 49.77 Operating & Administrative Expenses 136.58 43.66 Operating Profit before Interest and Tax 7.83 6.11 Finance Costs 0.14 0.01 Profit/(Loss) Before Tax 7.69 6.1 Tax Expense (Including Deferred Tax) 2.05 1.85 Profit / (Loss) After tax 5.64 4.25 Other Comprehensive Income -0.31 0.07 Total Comprehensive Income for the Period/year 5.33 4.32 Textual information (15) Details of directors or key managerial personnels who were appointed or have resigned during year [Text Block] Appointments of Directors : During the year under review, Mr. Jigar Thakkar has been appointed as a director of the company with effect from 13th November, 2018. Resignation of Directors During the year under review, Mr. Jayadeb Nanda has been resigned from the post of director of the company with effect from 13th November, 2018. Retirement by Rotation : Pursuant to the requirements of the Companies Act, 2013 and Articles of Association of the Company, Mr. Vneet S Jaain is liable to retire by rotation and being eligible offers himself for re-appointment.
  • 40. 40 ADANI INFRASTRUCTURE MANAGEMENT SERVICES LIMITED Standalone Financial Statements for period 01/04/2018 to 31/03/2019 Textual information (16) Details relating to deposits covered under chapter v of companies act [Text Block] Deposits: During the year under review, your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 read with rules made thereunder. Textual information (17) Details of significant and material orders passed by regulators or courts or tribunals impacting going concern status and company’s operations in future [Text Block] Significant and material orders passed by the regulators or courts or tribunals impacting the going concern status of the Company: There are no significant and material orders passed by the Regulators or Courts or Tribunals which would impact the going concern status and the Company’s future operations. Textual information (18) Details regarding adequacy of internal financial controls with reference to financial statements [Text Block] Internal control systems and their adequacy: The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The Internal Audit Department monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies of the Company. Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls.
  • 41. 41 ADANI INFRASTRUCTURE MANAGEMENT SERVICES LIMITED Standalone Financial Statements for period 01/04/2018 to 31/03/2019 Textual information (19) Disclosure of appointment and remuneration of director or managerial personnel if any, in the financial year [Text Block] Directors & Key Managerial Personnel: Appointments of Directors : During the year under review, Mr. Jigar Thakkar has been appointed as a director of the company with effect from 13th November, 2018. Resignation of Directors During the year under review, Mr. Jayadeb Nanda has been resigned from the post of director of the company with effect from 13th November, 2018. Retirement by Rotation : Pursuant to the requirements of the Companies Act, 2013 and Articles of Association of the Company, Mr. Vneet S Jaain is liable to retire by rotation and being eligible offers himself for re-appointment. [700500] Disclosures - Signatories of financial statements Details of directors signing financial statements [Table] ..(1) Unless otherwise specified, all monetary values are in Crores of INR Directors signing financial statements [Axis] 1 2 01/04/2018 to 31/03/2019 01/04/2018 to 31/03/2019 Details of signatories of financial statements [Abstract] Details of directors signing financial statements [Abstract] Details of directors signing financial statements [LineItems] Name of director signing financial statements [Abstract] First name of director JIGAR ANIL KUMAR Middle name of director MANEKLAL Last name of director THAKKAR GUPTA Designation of director DIRECTOR DIRECTOR Director identification number of director 08276831 06859132 Date of signing of financial statements by director 27/05/2019 27/05/2019
  • 42. 42 ADANI INFRASTRUCTURE MANAGEMENT SERVICES LIMITED Standalone Financial Statements for period 01/04/2018 to 31/03/2019 [700400] Disclosures - Auditors report Details regarding auditors [Table] ..(1) Unless otherwise specified, all monetary values are in Crores of INR Auditors [Axis] 1 01/04/2018 to 31/03/2019 Details regarding auditors [Abstract] Details regarding auditors [LineItems] Category of auditor Auditors firm Name of audit firm DHARMESH PARIKH & CO. Name of auditor signing report SHAH CHIRAG JITENDRA Firms registration number of audit firm 112054W Membership number of auditor 122510 Address of auditors 303/304,"Milestone", N r . Drive-in-Cinema,Opp. T. V Tower, Thaltej, Ahmedabad-380 054 Permanent account number of auditor or auditor's firm AAGFD1279G SRN of form ADT-1 H22931232 Date of signing audit report by auditors 27/05/2019 Date of signing of balance sheet by auditors 27/05/2019
  • 43. 43 ADANI INFRASTRUCTURE MANAGEMENT SERVICES LIMITED Standalone Financial Statements for period 01/04/2018 to 31/03/2019 Disclosure of auditor's qualification(s), reservation(s) or adverse remark(s) in auditors' report [Table] ..(1) Unless otherwise specified, all monetary values are in Crores of INR Auditor's qualification(s), reservation(s) or adverse remark(s) in auditors' report [Axis] Auditor's favourable remark [Member] 01/04/2018 to 31/03/2019 Disclosure of auditor's qualification(s), reservation(s) or adverse remark(s) in auditors' report [Abstract] Disclosure of auditor's qualification(s), reservation(s) or adverse remark(s) in auditors' report [LineItems] Disclosure in auditors report relating to fixed assets AS MENTIONED Disclosure relating to quantitative details of fixed assets The company does not have any property, plant and equipment. Accordingly the provisions of paragraph 3 (i) (a) to (c) of the Order are not applicable. Disclosure in auditors report relating to inventories Textual information (20) [See below] Disclosure in auditors report relating to loans AS MENTIONED Disclosure about loans granted to parties covered under section 189 of companies act Textual information (21) [See below] Disclosure in auditors report relating to compliance with Section 185 and 186 of Companies Act, 2013 Textual information (22) [See below] Disclosure in auditors report relating to deposits accepted Textual information (23) [See below] Disclosure in auditors report relating to maintenance of cost records Textual information (24) [See below] Disclosure in auditors report relating to statutory dues [TextBlock] AS MENTIONED Disclosure relating to regularity in payment of undisputed statutory dues [TextBlock] Textual information (25) [See below] Disclosure relating to disputed statutory dues [TextBlock] According to the records of the Company and representations made by the Management, there are no statutory dues on account of any dispute. Disclosure in auditors report relating to default in repayment of financial dues Textual information (26) [See below] Disclosure in auditors report relating to public offer and term loans used for purpose for which those were raised Textual information (27) [See below] Disclosure in auditors report relating to fraud by the company or on the company by its officers or its employees reported during period (x) No fraud by the Company or on the Company by its officers or employees have been noticed or reported during the period covered by our audit. Disclosure in auditors report relating to managerial remuneration Textual information (28) [See below] Disclosure in auditors report relating to Nidhi Company (xii) As the Company is not a Nidhi Company and the Nidhi Rules, 2014 are not applicable to it. Accordingly the provisions of paragraph 3 (xii) of the Order are not applicable. Disclosure in auditors report relating to transactions with related parties Textual information (29) [See below] Disclosure in auditors report relating to preferential allotment or private placement of shares or convertible debentures Textual information (30) [See below] Disclosure in auditors report relating to non-cash transactions with directors or persons connected with him Textual information (31) [See below] Disclosure in auditors report relating to registration under section 45-IA of Reserve Bank of India Act, 1934 Textual information (32) [See below]
  • 44. 44 ADANI INFRASTRUCTURE MANAGEMENT SERVICES LIMITED Standalone Financial Statements for period 01/04/2018 to 31/03/2019 Unless otherwise specified, all monetary values are in Crores of INR 01/04/2018 to 31/03/2019 Disclosure in auditor’s report explanatory [TextBlock] Textual information (33) [See below] Whether companies auditors report order is applicable on company Yes Whether auditors' report has been qualified or has any reservations or contains adverse remarks No Textual information (20) Disclosure in auditors report relating to inventories The Company being in the service industry is primarily carrying inventory in the nature of stores and spares and do not hold any inventory as defined in Indian Accounting Standard 2 on Valuation of Inventories at the year end. Accordingly the provisions of paragraph 3 (ii) of the Order is not applicable. Textual information (21) Disclosure about loans granted to parties covered under section 189 of companies act According to the information and explanation given to us and the records produced to us for our verification, the company has not granted loans, secured or unsecured to companies, firms, Limited Liability Partnerships or other parties covered in the register maintained under section 189 of the Companies Act, 2013. Accordingly the provisions of paragraph 3 (iii) (a) to (c) of the Order are not applicable. Textual information (22) Disclosure in auditors report relating to compliance with Section 185 and 186 of Companies Act, 2013 Accordingto the information and explanations given to us and representations made by the Management, the Company has not done any transactions covered under section 185 and 186 in respect of loans, investments, guarantees and security. Accordingly the provisions of paragraph 3 (iv) of the Order are not applicable. Textual information (23) Disclosure in auditors report relating to deposits accepted According to the information and explanations given to us, the Company has not accepted any deposits from the public and hence the directives issued by the Reserve Bank of India and the provisions of Sections 73 to 76 or any other relevant provisions of the Act and the Companies (Acceptance of Deposit) Rules, 2015 with regard to the deposits accepted from the public are not applicable. Textual information (24) Disclosure in auditors report relating to maintenance of cost records (vi) As informed to us, the maintenance of cost records under section 148(1) of the Act as prescribed by the Central Government are not applicable to the company. Accordingly the provisions of paragraph 3 (vi) of the Order are not applicable. Textual information (25) Disclosure relating to regularity in payment of undisputed statutory dues [Text Block] According to the information and explanations given to us and on the basis of our examination of the records of the Company, amounts deducted/ accrued in the books of account in respect of undisputed statutory dues including income tax, goods and service tax, sales tax, service tax, duty of customs, value added tax, cess and other material statutory dues have been regularly deposited during the year by the Company with the appropriate authorities. As explained to us, the Company did not have any dues on account of employees’ state insurance, provident fund and duty of excise. According to the information and explanations given to us, no undisputed amounts payable in respect of income tax, sales tax, service tax, duty of customs, goods and service tax, value added tax, cess and other material statutory dues were in arrears as at 31 March 2018 for a period of more than six months from the date they became payable.
  • 45. 45 ADANI INFRASTRUCTURE MANAGEMENT SERVICES LIMITED Standalone Financial Statements for period 01/04/2018 to 31/03/2019 Textual information (26) Disclosure in auditors report relating to default in repayment of financial dues (viii) According to the records of the Company examined by us and the information and explanation given to us, the Company has not defaulted in repayment of dues of loans or borrowings to any bankers. The Company has neither taken any loans or borrowings from the Government, financial institutionnor issue any debentures. Textual information (27) Disclosure in auditors report relating to public offer and term loans used for purpose for which those were raised (ix) The Company did not raised moneys by way of initial public offer or further public offer (including debt instruments). In our opinion, the term Loans availed during the year, were applied for the purposes for which the loans were obtained. Textual information (28) Disclosure in auditors report relating to managerial remuneration (xi) According to the information and explanations given to us and on the basis of our examination of the records of the Company, managerial remuneration has been paid / provided in accordance with the requisite approval mandated by the provisions of Section 197 read with Schedule V to the Act. Textual information (29) Disclosure in auditors report relating to transactions with related parties As per information and explanation given to us and on the basis of our examination of the records of the Company, all the transaction with related parties are in compliance with section177 and 188 of Companies Act 2013 and all the details have been disclosed in financial statements as required by the applicable Indian Accounting Standards. Textual information (30) Disclosure in auditors report relating to preferential allotment or private placement of shares or convertible debentures According to the information and explanations given to us and on the basis of our examination of the records, the Company has not made any preferential allotment or private placement or not issued any debenture during the year under review. Accordingly the provisions of paragraph 3(xiv) of the Order are not applicable. Textual information (31) Disclosure in auditors report relating to non-cash transactions with directors or persons connected with him According to the information and explanations given to us and on the basis of our examination of the records, Company has not entered into any non-cash transactions with any director or any person connected with him. Accordingly the provisions of paragraph 3(xv) of the Order are not applicable to the Company. Textual information (32) Disclosure in auditors report relating to registration under section 45-IA of Reserve Bank of India Act, 1934 According to the information and explanations given to us, the company is not required to be registered under section 45 IA of the Reserve Bank of India Act, 1934 and accordingly, the provisions of clause 3(xvi) of the Order are not applicable..
  • 46. 46 ADANI INFRASTRUCTURE MANAGEMENT SERVICES LIMITED Standalone Financial Statements for period 01/04/2018 to 31/03/2019 Textual information (33) Disclosure in auditor’s report explanatory [Text Block] Independent Auditor’s Report To the Members of Adani Infrastructure Management Services Limited Report on the audit of the Standalone Financial Statements Opinion We have audited the accompanying Standalone Financial Statements of Adani Infrastructure Management Services Limited (“the Company”), which comprise the Balance Sheet as at 31stMarch, 2019, the Statement of Profit and Loss (including other comprehensive income), the Statement of Cash Flows and the Statement of Changes in Equity for the year then ended, and a summary of significant accounting policies and other explanatory information (herein after referred to as “StandaloneFinancial Statements”). In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements read with the Emphasis of matter paragraph below, give the information required by the Companies Act, 2013 (“the Act”) in the manner so required and give a true and fair view in conformity with the Indian Accounting Standards prescribed under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended, (“Ind AS”) and other accounting principles generally accepted in India, of the state of affairs of the Company as at 31st March, 2019, the profit and total comprehensive income, changes in equity and its cash flows for the year ended on that date. Basis for Opinion We conducted our audit of the standalone financial statements in accordance with the Standards on Auditing specified under section 143(10) of the Act (SAs). Our responsibilities under those Standards are further described in the Auditor’s Responsibilities for the Audit of the Standalone Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India (ICAI) together with the independence requirements that are relevant to our audit of the standalone financial statements under the provisions of the Act and the Rules made there under, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the ICAI’s Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the standalone financial statements. Other Information
  • 47. 47 ADANI INFRASTRUCTURE MANAGEMENT SERVICES LIMITED Standalone Financial Statements for period 01/04/2018 to 31/03/2019 The Company’s board of directors is responsible for the preparation of the other information. The other information comprises the information included in the Management Discussion and Analysis, Board’s Report including Annexures to Board’s Report, Business Responsibility Report, Corporate Governance and Shareholder’s Information, but does not include the financial statements and our auditor’s report thereon. Our opinion on the financial statements does not cover the other information and we do not express any form of assurance conclusion thereon. In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the standalone financial statements or our knowledge obtained during the course of our audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard. Independent Auditor’s Report To the Members of Adani Infrastructure Management Services Limited (Continue) Management’s Responsibility for the StandaloneFinancial Statements The Company’s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (“the Act”) with respect to the preparation and presentation of these Standalone Financial Statements that give a true and fair view of the financial position, financial performance including other comprehensive income, cash flows and changes in equity of the Company in accordance with the accounting principles generally accepted in India, including the applicable Indian Accounting Standards (Ind AS) prescribed under Section 133 of the Act, read with the Companies (Indian Accounting Standards) Rules, 2015, as amended. This responsibility also includes 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 frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of
  • 48. 48 ADANI INFRASTRUCTURE MANAGEMENT SERVICES LIMITED Standalone Financial Statements for period 01/04/2018 to 31/03/2019 adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the Standalone Financial Statements that give a true and fair view and are free from material misstatement, whether due to fraud or error. In preparing the standalone financial statements, management is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so. The Board of Directors is responsible for overseeing the Company’s financial reporting process. Auditor’s Responsibility Our objectives are to obtain reasonable assurance about whether the standalone financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these standalone financial statements. As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also: · Identify and assess the risks of material misstatement of the standalone financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. · Obtain an understanding of internal financial controls relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether the Company has adequate internal financial controls system in place and the operating effectiveness of such controls. · Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management. Independent Auditor’s Report
  • 49. 49 ADANI INFRASTRUCTURE MANAGEMENT SERVICES LIMITED Standalone Financial Statements for period 01/04/2018 to 31/03/2019 To the Members of Adani Infrastructure Management Services Limited (Continue) · Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the standalone financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Company to cease to continue as a going concern. · Evaluate the overall presentation, structure and content of the standalone financial statements, including the disclosures, and whether the standalone financial statements represent the underlying transactions and events in a manner that achieves fair presentation. We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit. We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards. Report on Other Legal and Regulatory Requirements 1. As required by the Companies (Auditor’s Report) Order, 2016 (“the Order”) issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in “Annexure A” statement on the matters specified in the paragraph 3 and 4 of the Order, to the extent applicable. 2. As required by section 143(3) of the Act, we report that: a) we have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit; b) in our opinion proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books; c) the Balance Sheet, the Statement of Profit and Loss, the Statement Cash Flows and the Statement of Changes in Equity dealt with by this Report are in agreement with the books of account;
  • 50. 50 ADANI INFRASTRUCTURE MANAGEMENT SERVICES LIMITED Standalone Financial Statements for period 01/04/2018 to 31/03/2019 d) in our opinion, the aforesaid Standalone Financial Statements comply with the Indian Accounting Standards specified under Section 133 of the Act, read with the Companies (Indian Accounting Standards) Rules, 2015, as amended; e) on the basis of the written representations received from the directors as on 31st March, 2019 taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2019 from being appointed as a director in terms of Section 164(2) of the Act; f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate report in “Annexure B”; Independent Auditor’s Report To the Members of Adani Infrastructure Management Services Limited (Continue) g) With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us: i. The Company does not have any pending litigations which would impact on its financial position; ii. The Company did not have any long term contracts including derivatives contracts for which there were any material foreseeable losses;
  • 51. 51 ADANI INFRASTRUCTURE MANAGEMENT SERVICES LIMITED Standalone Financial Statements for period 01/04/2018 to 31/03/2019 iii. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company. 3. With respect to the matters to be included in the Auditor’s Report in accordance with the requirements of section 197(16) of the Act, as amended: According to the information and explanations given to us and on the basis of our examination of the records of the Company, managerial remuneration has been paid /provided, in accordance with requisite approval mandated by the provisions of Section 197(16) of the Act. For, DHARMESH PARIKH & CO. Chartered Accountants Place : Ahmedabad Firm Reg. No. 112054W Date :27thMay, 2019. Chirag Shah Partner Membership No. 122510 ANNEXURE - A TO THE INDEPENDENT AUDITOR’S REPORT RE: ADANI INFRASTRUCTURE MANAGEMENT SERVICES LIMITED (Referred to in Paragraph 1 of our Report of even date) The Annexure referred to in our Independent Auditor’s Report to the members of the Company on the standalone Ind AS financial statements for the year ended 31 March 2019, we report that: (i) The company does not have any property, plant and equipment. Accordingly the provisions of paragraph 3 (i) (a) to (c) of the Order are not applicable.
  • 52. 52 ADANI INFRASTRUCTURE MANAGEMENT SERVICES LIMITED Standalone Financial Statements for period 01/04/2018 to 31/03/2019 (ii) The Company being in the service industry is primarily carrying inventory in the nature of stores and spares and do not hold any inventory as defined in Indian Accounting Standard 2 on Valuation of Inventories at the year end. Accordingly the provisions of paragraph 3 (ii) of the Order is not applicable. (iii) According to the information and explanation given to us and the records produced to us for our verification, the company has not granted loans, secured or unsecured to companies, firms, Limited Liability Partnerships or other parties covered in the register maintained under section 189 of the Companies Act, 2013. Accordingly the provisions of paragraph 3 (iii) (a) to (c) of the Order are not applicable. (iv) Accordingto the information and explanations given to us and representations made by the Management, the Company has not done any transactions covered under section 185 and 186 in respect of loans, investments, guarantees and security. Accordingly the provisions of paragraph 3 (iv) of the Order are not applicable. (v) According to the information and explanations given to us, the Company has not accepted any deposits from the public and hence the directives issued by the Reserve Bank of India and the provisions of Sections 73 to 76 or any other relevant provisions of the Act and the Companies (Acceptance of Deposit) Rules, 2015 with regard to the deposits accepted from the public are not applicable. (vi) As informed to us, the maintenance of cost records under section 148(1) of the Act as prescribed by the Central Government are not applicable to the company. Accordingly the provisions of paragraph 3 (vi) of the Order are not applicable. (vii) (a) According to the information and explanations given to us and on the basis of our examination of the records of the Company, amounts deducted/ accrued in the books of account in respect of undisputed statutory dues including income tax, goods and service tax, sales tax, service tax, duty of customs, value added tax, cess and other material statutory dues have been regularly deposited during the year by the Company with the appropriate authorities. As explained to us, the Company did not have any dues on account of employees’ state insurance, provident fund and duty of excise. According to the information and explanations given to us, no undisputed amounts payable in respect of income tax, sales tax, service tax, duty of customs, goods and service tax, value added tax, cess and other material statutory dues were in arrears as at 31 March 2018 for a period of more than six months from the date they became payable. (b) According to the records of the Company and representations made by the Management, there are no statutory dues on account of any dispute. (viii) According to the records of the Company examined by us and the information and explanation given to us, the Company has not defaulted in repayment of dues of loans or borrowings to any bankers. The Company has neither taken any loans or borrowings from the Government, financial institutionnor issue any debentures.
  • 53. 53 ADANI INFRASTRUCTURE MANAGEMENT SERVICES LIMITED Standalone Financial Statements for period 01/04/2018 to 31/03/2019 Annexure - A to the Independent Auditor’s Report RE: Adani Infrastructure Management Services Limited (Continue) (Referred to in Paragraph 1 of our Report of even date) (ix) The Company did not raised moneys by way of initial public offer or further public offer (including debt instruments). In our opinion, the term Loans availed during the year, were applied for the purposes for which the loans were obtained. (x) No fraud by the Company or on the Company by its officers or employees have been noticed or reported during the period covered by our audit. (xi) According to the information and explanations given to us and on the basis of our examination of the records of the Company, managerial remuneration has been paid / provided in accordance with the requisite approval mandated by the provisions of Section 197 read with Schedule V to the Act. (xii) As the Company is not a Nidhi Company and the Nidhi Rules, 2014 are not applicable to it. Accordingly the provisions of paragraph 3 (xii) of the Order are not applicable. (xiii) As per information and explanation given to us and on the basis of our examination of the records of the Company, all the transaction with related parties are in compliance with section177 and 188 of Companies Act 2013 and all the details have been disclosed in financial statements as required by the applicable Indian Accounting Standards. (xiv) According to the information and explanations given to us and on the basis of our examination of the records, the Company has not made any preferential allotment or private placement or not issued any debenture during the year under review. Accordingly the provisions of paragraph 3(xiv) of the Order are not applicable. (xv) According to the information and explanations given to us and on the basis of our examination of the records, Company has not entered into any non-cash transactions with any director or any person connected with him. Accordingly the provisions of paragraph 3(xv) of the Order are not applicable to the Company. (xvi) According to the information and explanations given to us, the company is not required to be registered under section 45 IA of the Reserve Bank of India Act, 1934 and accordingly, the provisions of clause 3(xvi) of the Order are not applicable..
  • 54. 54 ADANI INFRASTRUCTURE MANAGEMENT SERVICES LIMITED Standalone Financial Statements for period 01/04/2018 to 31/03/2019 For, DHARMESH PARIKH & CO. Chartered Accountants Place : Ahmedabad Firm Reg. No. 112054W Date :27th May, 2019. Chirag Shah Partner Membership No. 122510 ANNEXURE-B TO THE INDEPENDENT AUDITOR’S REPORT RE: ADANI INFRASTRUCTURE MANAGEMENT SERVICESLIMITED Report on the Internal Financial Controls under Clause i of sub-section 3 of section 143 of the Companies Act 2013 (the act). Opinion We have audited the internal financial controls over financial reporting of the company as of 31st March, 2019 in conjunction with our audit
  • 55. 55 ADANI INFRASTRUCTURE MANAGEMENT SERVICES LIMITED Standalone Financial Statements for period 01/04/2018 to 31/03/2019 of the Standalone Financial Statements of the company for the year ended on that date. In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at 31st March 2019, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India. Management’s Responsibilities for Internal Financial Controls The Company’s management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting (the Guidance Note) issued by the Institute of Chartered Accountants of India. These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013. Auditors’ Responsibility Our responsibility is to express an opinion on the Company's internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the Guidance Note) and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects. Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company’s internal financial controls system over financial reporting.
  • 56. 56 ADANI INFRASTRUCTURE MANAGEMENT SERVICES LIMITED Standalone Financial Statements for period 01/04/2018 to 31/03/2019 Annexure – B to the Independent Auditor’s Report RE: Adani Infrastructure Management Services Limited (continue) (Referred to in Paragraph 2(f) of our Report of even date) Meaning of Internal Financial Controls over Financial Reporting A company's internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements. Inherent Limitations of Internal Financial Controls over Financial Reporting Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financialreporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. For, DHARMESH PARIKH & CO. Chartered Accountants
  • 57. 57 ADANI INFRASTRUCTURE MANAGEMENT SERVICES LIMITED Standalone Financial Statements for period 01/04/2018 to 31/03/2019 Place : Ahmedabad Firm Reg. No. 112054W Date :27thMay,2019. Chirag Shah Partner Membership No. 122510 [700700] Disclosures - Secretarial audit report Unless otherwise specified, all monetary values are in Crores of INR 01/04/2018 to 31/03/2019 Disclosure in secretarial audit report explanatory [TextBlock] Whether secretarial audit report is applicable on company No
  • 58. 58 ADANI INFRASTRUCTURE MANAGEMENT SERVICES LIMITED Standalone Financial Statements for period 01/04/2018 to 31/03/2019 [110000] Balance sheet Unless otherwise specified, all monetary values are in Crores of INR 31/03/2019 31/03/2018 Balance sheet [Abstract] Assets [Abstract] Non-current assets [Abstract] Property, plant and equipment 0 0 Capital work-in-progress 0 0.01 Other intangible assets 0 0 Non-current financial assets [Abstract] Non-current investments 0 0 Loans, non-current 27.53 0 Total non-current financial assets 27.53 0 Other non-current assets (A) 1.86 (B) 0 Total non-current assets 29.39 0.01 Current assets [Abstract] Inventories 0 0.07 Current financial assets [Abstract] Current investments 0 0 Trade receivables, current 67.99 15.84 Cash and cash equivalents 1.29 0.83 Loans, current 0.1 0.14 Other current financial assets 0.03 0 Total current financial assets 69.41 16.81 Other current assets 6.3 3.76 Total current assets 75.71 20.64 Total assets 105.1 20.65 Equity and liabilities [Abstract] Equity [Abstract] Equity attributable to owners of parent [Abstract] Equity share capital 0.01 0.01 Other equity 9.65 4.32 Total equity attributable to owners of parent 9.66 4.33 Non controlling interest 0 0 Total equity 9.66 4.33 Liabilities [Abstract] Non-current liabilities [Abstract] Non-current financial liabilities [Abstract] Borrowings, non-current 0 0 Other non-current financial liabilities 1.89 0 Total non-current financial liabilities 1.89 0 Provisions, non-current 2.71 2.45 Total non-current liabilities 4.6 2.45 Current liabilities [Abstract] Current financial liabilities [Abstract] Borrowings, current 38.3 0.1 Trade payables, current (C) 41.88 (D) 8.91 Other current financial liabilities 8.14 2.85 Total current financial liabilities 88.32 11.86 Other current liabilities 2.03 1.15 Provisions, current 0.49 0.75 Current tax liabilities 0 0.11 Total current liabilities 90.84 13.87 Total liabilities 95.44 16.32 Total equity and liabilities 105.1 20.65 Footnotes (A) Income Tax Assets(Net) : 1.86 (B) Income Tax Assets(Net) : 0 (C) i. Total outstanding dues of micro enterprises and small enterprises : 2.59 ii. Total outstanding dues of creditors other than micro enterprises and small enterprises : 39.29 (D) i. Total outstanding dues of micro enterprises and small enterprises : 0 ii. Total outstanding dues of creditors other than micro enterprises and small enterprises : 8.91
  • 59. 59 ADANI INFRASTRUCTURE MANAGEMENT SERVICES LIMITED Standalone Financial Statements for period 01/04/2018 to 31/03/2019 [210000] Statement of profit and loss Earnings per share [Table] ..(1) Unless otherwise specified, all monetary values are in Crores of INR Classes of equity share capital [Axis] Equity shares [Member] Equity shares 1 [Member] 01/04/2018 to 31/03/2019 09/06/2017 to 31/03/2018 01/04/2018 to 31/03/2019 09/06/2017 to 31/03/2018 Statement of profit and loss [Abstract] Earnings per share [Abstract] Earnings per share [Line items] Basic earnings per share [Abstract] Basic earnings (loss) per share from continuing operations [INR/shares] 5,640.1 [INR/shares] 4,252.2 [INR/shares] 5,640.1 [INR/shares] 4,252.2 Total basic earnings (loss) per share [INR/shares] 5,640.1 [INR/shares] 4,252.2 [INR/shares] 5,640.1 [INR/shares] 4,252.2 Diluted earnings per share [Abstract] Diluted earnings (loss) per share from continuing operations [INR/shares] 5,640.1 [INR/shares] 4,252.2 [INR/shares] 5,640.1 [INR/shares] 4,252.2 Total diluted earnings (loss) per share [INR/shares] 5,640.1 [INR/shares] 4,252.2 [INR/shares] 5,640.1 [INR/shares] 4,252.2