Audit and corporate governance

Assignment

Submitted To: Alka Ma’am

Presented By: Ritvik Sharma & Rudraksh Anand
Roll Number: 20/22141 & 20/22159
Course: B.Com (Hons.)
Semester: VI
•ADANI PORTS CORPORATE GOVERNANCE POLICY
 CONTENTS
• Overview
• Ports and terminals
• Board of Directors
• Financial Position
• Types of Committees
• Dividend Decisions
• Code of Conduct
 OVERVIEW
• Adani Ports and Special Economic Zone Limited (APSEZ) is an Indian port operator
and logistics company, founded by Gautam Adani on 26 May, 1998. APSEZ is
India's largest private port operator with a network of 12 ports and terminals,
including India's first port-based SEZ at Mundra.
• Adani Logistics Limited (ALL) is the most diversified end-to-end logistics service
provider in the country with presence across all major markets with expertise in
handling varied customer across segments like Retail, Industrial, Container, Bulk,
Break-Bulk, Liquids, Auto and Grain Handling.
• ALL has developed and operates inland container depots at Patli and Kilaraipur
and multi-modal logistics parks (MMLP) at Kishangarh, Malur and Kanech.
• Adani Ports and Special Economic Zone Ltd (APSEZL) provides Dredging and
Reclamation solutions primarily for port and harbor construction. The Adani
Group started investing in developing a dredging fleet in 2005 to achieve planned
high paced growth in the port sector. It has been a major success story since then
and APSEZL today operates a large fleet of 23 dredgers and of the largest capital
dredging capacity in India.
• APSEZ, besides owning dredgers, has a large fleet of support vessels and
equipment such as Multi Utility Crafts, Survey vessels, Floating cranes, Jack up
barges, etc.
 PORTS AND TERMINAL
• Mundra Port-Since 2013, Mundra Port is India's largest private commercial port and hosts the world's largest coal
import terminal.
• As of August 2016, approximately 20,000 ships had docked at Mundra without a single accident representing the
high safety standards implemented by the port authorities.
• Krishnapatnam Port-Krishnapatnam Port Company Limited (KPCL) is a multi-cargo facility port located near
Nellore, Andhra Pradesh. KPCL was acquired by Adani Ports in October 2020 for INR 13,000 cr. from the CVR
Group.
• Hazira Port-The Hazira Port is a deep-water port located in the Gulf of Khambat, Surat, Gujarat. The port has been
operational since 2005 and is a strategic port for Shell Energy India.
• Dhamra Port-Dhamra Port, Bhadrak, Odisha is a deep-water, all-weather, multi-user, a multi-cargo port located
between Haldia and Paradeep ports.
• It can handle dry bulk, breakbulk, project cargo, and containers.[34] It has an annual capacity of 40 MMT cargo
which can go up to 100 MMT in the future.
• Dahej Port-The Dahej Port is a deep-water, multi-cargo port in the Gulf of Khambat, Bharuch, Gujarat. It houses
two dry and breaks bulk berths and dedicated facilities for handling project cargo. It has a capacity to handle 2
crore (20 million) tonnes per year. It handles all kinds of dry bulk and breakbulk cargo.
• Vizag Terminal-APSEZ formerly owned a coal terminal in the Visakhapatnam Port. In 2022, only a few years into a
30-year contract they returned it to the Visakhapatnam Port Authority.
BOARD
COMPOSITIO
N
• Executive Directors : 2
• Non-Executive
Independent Directors: 5
• Other Non-Executive
Directors: 3
 Board of Directors

CHAIRMAN AND MANAGING DIRECTOR WHOLE TIME DIRECTOR

FINANCIAL
POSITIONS
 AUDIT COMMITTEE

NOMINATION AND REMUNERATION COMMITTEE

TYPES OF
COMMITEE STAKEHOLDER'S RELATIONSHIP COMMITTEE

S
CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

RISK MANAGEMENT COMMITTEE

 AUDIT COMMITTEE
• Every Related Party Transaction and subsequent Material Modifications shall be subject to the prior
approval of the Audit Committee.
• Members of the audit committee, who are independent directors, shall only approve related party
transactions.
• The Audit Committee may grant omnibus approval for Related Party Transactions proposed to be
entered into by the Company which are repetitive in nature subject to compliance of the conditions
contained in the Companies Act, 2013 and SEBI LODR as amended from time to time.
• The audit committee shall also review the status of long-term (more than one year) or recurring RPTs
on an annual basis.
• The Audit Committee shall also review the statement of significant related party transactions
submitted by management as per its terms of reference.
• The Audit Committee shall recommend the Related Party Transactions for approval of Board of
Directors / Shareholders as per terms of this policy.
 • The Company has constituted a Nomination and
NOMINATION Remuneration Committee of the Board of Directors
(Board).
AND • At present there are total 8 (eight) directors on the
Board of which 4 (four) are Non-Executive and
REMUNERATI Independent, 1 (One) Non-Executive Director is
ON related to an Executive Director, 1 (One) Non-
Executive Director is GMB Nominee and the
COMMITTEE remaining 2 (two) are Executive Directors. Mr.
Gautam S. Adani, Chairman & Managing Director
and Dr. Malay Mahadevia, Whole-Time Director
draws remuneration from the Company.
• Key Managerial Personnel (KMP) consists of
Executive Chairman and Managing Director, Whole-
Time Directors, Chief Executive Officer, Chief
Financial Officer and Company Secretary who are
employees.
 • The Stakeholders’ Relationship Committee is constituted
pursuant to and in accordance with the applicable
provisions of Companies Act 2013 and the Securities and
STAKEHOLDE Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulation, 2015, as amended
R'S from time to time.
• The Committee reports to and is accountable to, the
RELATIONSHIP Board of Directors of Adani Enterprises Limited.
COMMITTEE • The objective of the Committee is to assist the Board
with oversight of, inter-alia, the effective and efficient
servicing and protecting the stakeholders’ interest
including but not limited to shareholders, debenture
holders, other security holders and rating agencies,
regulators, customers.
 • Functions:
• a)To formulate and recommend to the Board, a Corporate Social Responsibility
Policy which shall indicate the activities to be undertaken by the Company in
areas or subject, specified in Schedule VII of the Companies Act, 2013 and rules
made thereunder;
CORPORATE • b) To review from time to time Corporate Social Responsibility (CS) policy in the
light of emergent situation and statutory frame work;
SOCIAL • c) To recommend the amount of investment to be made on CSR activities;

RESPONSIBI • d) To monitor the implementation of CSR policy and review overall performance
in CSR Programmes;

LITY • e) To review from time to time Sustainability policy in the glabal context and
evolving statutory frame work such as BRR;

COMMITTEE • f) To review overall Sustainability performance and Sustainability Reporting of the

Company;
• g) To review from time to time different aspect of Sustainability Performance
• such as ethical governance, environmental stewardship, safety performance at
sites, water and energy use etc.; and
• h) The authority to decide on Disclosure on Management Approach in
Sustainability Reporting and to steer Sustainability Performance is hereby
delegated to CEO of the Company.
RISK MANAGEMENT COMMITTEE

• Procedure for Risk Assessment

• Importance : Integrated assessment to identify the environmental and
• social impacts, risks, and opportunities of projects,
• Framework for Environment and Social Impact Assessment (ESIA)
• Objective:
• To assess the proposed project to determine whether or not the proposed project and associated
activities will have any adverse impacts on theenvironment, taking into account environmental, social,
cultural, economic, and
• legal considerations;
• To evaluate alternatives; and
• To design appropriate mitigation, management, and monitoring measures.
• The scope and depth of the ESIA shall be decided based on the nature, complexity, and significance of
the identified issues, as established into ‘Framework for Site Screening and Categorization'. Framework
also provides: Site Screening Checklist for Greenfield Project and Site Screening Checklist for Brownfield
Project.
DIVIDEND
DECISION
CODE OF
CONDUCTS
• ) Equal opportunities employer and
prevention of discrimination.
• 2) Prevention of Harassment.
• 3) Confidentiality of information.
• 4) Resolving conflict of interests.
• 5) Condemns antitrust / anti-competitive
practices.
• 6) Anti-money laundering and prohibition of
insider trading.
• 7) Anti-corruption laws, thereby no frauds.
• 8) Environment, health and safety.
THANK YOU!