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Auditor Report of Adani Enterprises Ltd.

Mar 31, 2015

We have audited the accompanying standalone financial statements of Adani Enterprises Limited ("the Company"), which comprise the Balance Sheet as at March 31,2015, and the Statement of Profit and Loss and Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management's Responsibility for the Financial 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 and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. 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 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 financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor's Responsibility

Our responsibility is to express an opinion on these standalone financial statements based on our audit. We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder.

We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. 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. In making those risk assessments, the auditor considers internal financial control relevant to the Company's preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial controls system over financial reporting and the operating effectiveness of such controls. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company's Directors, as well as evaluating the overall presentation of the financial statements.

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.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at 31 March 2015 and its profit and its cash flows for the year ended on that date.

Other Matter

The attached financial statements include the Company's share of net assets and liabilities of Rs 80.90 Crores and Rs 2.59 Crores respectively in 1 unincorporated Joint Venture not operated by the company or its subsidiaries, the unaudited accounts of which have been certified by the management and relied upon by us.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor's Report) Order, 2015 ("the Order") issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in the 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, Statement of Profit and Loss, and Cash Flow Statement dealt with by this Report are in agreement with the books of account;

d) in our opinion, the aforesaid standalone financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014;

e) on the basis of the written representations received from the directors as on 31 March 2015 taken on record by the Board of Directors, none of the directors is disqualified as on 31 March 2015 from being appointed as a director in terms of Section 164 (2) of the Act; and

f) 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 has disclosed the impact of pending litigations on its financial position in its financial statements - Refer Note 37(A) to the financial statements;

ii. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses.

iii. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company. ANNEXURE TO THE INDEPENDENT AUDITOR'S REPORT RE: ADANI ENTERPRISES LIMITED (Referred to in Paragraph 1 of our Report of even date)

The Annexure referred to in our Independent Auditors' Report to the members of the Company on the standalone financial statements for the year ended 31 March 2015, we report that

(i) (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.

(b) As explained to us, fixed assets, according to the practice of the Company, are physically verified by the management at reasonable intervals, in a phased verification programme, which, in our opinion, is reasonable, looking to the size of the Company and the nature of its business.

(ii) (a) The inventory has been physically verified during the year by the management. In our opinion, the frequency of verification is reasonable.

(b) The procedures of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) On the basis of our examination of the records of inventory, we are of the opinion that the Company is maintaining proper records of inventory. The discrepancies noticed on verification between the physical stocks and the book records have been properly dealt with.

(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 to any body corporate or other parties covered in the register maintained under section 189 of the Companies Act, 2013 (the Act). Accordingly the provisions of paragraph 3 (iii) (a) & (iii) (b) of the Order are not applicable.

(iv) According to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business for the purchase of fixed assets, inventories and for the sale of services. We have not observed any major weakness in the internal control system during the course of the audit.

(v) The Company has not accepted any deposits from the public.

(vi) We have broadly reviewed the cost records maintained by the Company pursuant to the Companies (Cost Records and Audit) Rules 2014 prescribed by the Central Government under section 148(1) of the Companies Act, 2013 in respect of the Company's products/ services to which the said rules are made applicable and are of the opinion that prima facie the prescribed cost records have been made and maintained. However, we have not made a detailed examination of the cost records with a view to determine whether they are accurate or complete.

(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 provident fund, employees' state insurance, income tax, sales tax, wealth 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 author -ities generally. As explained to us, the Company did not have any dues on account of duty of excise.

According to the information and explanations given to us, no undisputed amounts payable in respect of provident fund, employees' state insurance, income tax, sales tax, wealth tax, service tax, duty of customs, value added tax, cess and other material statutory dues were in arrears as at 31 March 2015 for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us, there are no material dues of wealth tax which have not been deposited with the appropriate authorities on account of any dispute. However, according to information and explanations given to us, the following dues of duty of customs, cess, income tax, sales tax/ value added tax, service tax, duty of excise and FEMA have not been deposited by the Company on account of disputes:

Name of Statute Nature of Forum where dispute is pending the dues

Income Tax Act Income Tax Appellate Authority upto Commissioner's Level Appellate Tribunal

High Court

Finace Act 1994 Service Tax Appellate Authority upto Commissioner's Level Appellate Tribunal

Appellate Authority upto Commissioner's Level Appellate Tribunal

Sales Tax Act Sales Tax High Court

Supreme Court

Excise Act Excise Duty High Court

Assessing Authority

Appellate Authority upto Commissioner's Level

Customs Act Customs Duty Appellate Tribunal High Court

Jt. Secretary, Ministry of Finance

Supreme Court

Foreign Penalty Appellate Tribunal Exchange Management Act

Foreign Penalty Appellate Authority upto Exchange Commissioner's Level Regulation Act

Rs in Corores

Name of Statutes Amount Amount Period to which paid under the amount relates protest

Income Tax Act 50.76 16.00 2006-07,2008- 09 to 2010- 11

2001-02, 2003- 04 46.30 22.52 to 2009-10

1.39 0.00 1988-89 & 2008-09

Finance Act 1994 0.82 0.00 2007-08 to 2009-10

34.72 18.08 2004-05 to 2011-12

Sales Tax Act 219.51 23.39 1999-2000, 2002- 03 to 2013-14

18.34 1.10 2001-02, 2004- 05 & 2008-09

1.46 0.58 2005-06, 2006- 07 11.47 1.91 2006-07 to 2010-11

Excise Act 0.61 0.15 1998-99, 1999-2000 Customs Act 259.85 151.03 1993-94, 1995- 96, 1997-98, 1999-2000 to 2006- 07, 2012- 13, 2013-14

2.65 0.00 2000-01 to 2008-09

453.77 230.94 1992-93, 1993- 94, 1997-98, 2003- 04 to 2007- 08, 2011- 12 & 2012-13

1.74 0.87 1996-97

0.84 0.00 2006-07 to 2009-10

2.28 0.00 1997-98 to 1999-2000

Foreign Exchange 4.10 0.00 2000-01 Management Act

Foreign Exchange 0.16 0.00 1997-98 Regulation Act

* Amount as per Demand orders including interest and penalty wherever applicable.

(c) According to the information and explanations given to us the amounts which were required to be transferred to the investor education and protection fund in accordance with the relevant provisions of the Companies Act, 1956 (1 of 1956) and rules there under has been transferred to such fund within time.

(viii) The Company does not have any accumulated losses at the end of the year. Further, the Company has not incurred cash losses during the current financial year. However, the Company had incurred cash losses during the previous financial year.

(ix) Based on our audit procedures and on the information and explanations given by the management, we are of the opinion that the Company has not defaulted in repayment of dues to any bank, financial institution or debenture holders during the year.

(x) In respect of guarantees given by the company for loans taken by others from banks, the terms and conditions are prima facie not prejudicial to the interest of the Company.

(xi) To the best of our knowledge and as explained, the term loans raised during the year have been applied for the purpose for which they were raised.

(xii) During the course of our examination of the books and records of the Company, carried out in accordance with the generally accepted auditing practice in India, and according to the information and explanation given to us, we have neither come across any instance of fraud on or by the Company, noticed or reported during the year, nor have we been informed of any such case by the management.

For Dharmesh Parikh & Co., Chartered Accountants Firm Reg. No: 112054W

Anuj Jain Place : Ahmedabad Partner Date : 13th May, 2015 Membership No. 119140


Mar 31, 2014

We have audited the accompanying financial statements of Adani Enterprises Limited ("the Company"), which comprise the Balance Sheet as at March 31, 2014, and the Statement of Profit and Loss and Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with accounting principles generally accepted in India, including the Accounting Standards notified under the Companies Act, 1956 read with General Circular No. 15/2013 dated 13th September, 2013, issued by the Ministry of Corporate Affairs, in respect of Section 133 of the Companies Act, 2013. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor''s Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. 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. In making those risk assessments, the auditor considers internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company''s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

a) in the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2014;

b) in the case of the Statement of Profit and Loss, of the loss for the year ended on that date; and

c) in the case of the Cash Flow Statement, of the cash flows for the year ended on that date.

Emphasis of Matter

Without qualifying our opinion:

1. We draw attention to Note no. 49 of the Financial Statements with regards to the claim receivable from the Insurance Company and outstanding of Rs. 22.54 Crores as on the balance sheet date. The Management of the Company is confident of recovery of the full amount and therefore no provision has been made.

2. We also draw attention to Note no. 48 of the financial statements relating to excess managerial remuneration of Rs. 6.33 Crores charged to the Statement of Profit and Loss of the current year, against which the Company is in the process of obtaining approval of the Central Government.

Other Matter

The attached financial statements include the Company''s share of net assets and liabilities of Rs. 139.32 Crores and Rs. 3.06 Crores respectively in two unincorporated Joint Ventures not operated by the Company or its subsidiaries, the unaudited accounts of which have been certified by the management and relied upon by us.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2003 ("the Order") issued by the Central Government of India in terms of sub-section (4A) of Section 227 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

2.As required by Section 227(3) of the Act, we report that:

a) we have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit;

b) in our opinion proper books of account as required by law have been kept by the Company so far as appears from our examination of those books;

c) the Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement dealt with by this Report are in agreement with the books of account;

d) in our opinion, the Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement comply with the Accounting Standards notified under the Companies Act, 1956 read with General Circular No. 15/2013 dated 13th September, 2013, issued by the Ministry of Corporate Affairs, in respect of Section 133 of the Companies Act, 2013;

e) on the basis of written representations received from the directors as on March 31, 2014, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2014, from being appointed as a director in terms of clause (g) of sub-section (1) of Section 274 of the Companies Act, 1956.

ANNEXURE TO THE INDEPENDENT AUDITOR''S REPORT RE: ADANI ENTERPRISES LIMITED (Referred to in Paragraph 1 of our Report of even date.)

(i) (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.

(b) As explained to us, fixed assets, according to the practice of the Company, are physically verified by the management at reasonable intervals, in a phased verification-programme, which, in our opinion, is reasonable, looking to the size of the Company and the nature of its business. No material discrepancies were noticed on such verification.

(c) As the Company has disposed off, an insignificant part of the fixed assets during the year, provisions of clause 4 (i) (c) of the Order are not applicable.

(ii) (a) During the year, the inventories, except transit stock have been physically verified by the management. For stocks lying with third parties, which have, however, been confirmed by them. In our opinion, the frequency of verification is reasonable.

(b) In our opinion and according to the information and explanations given to us, the procedures of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) On the basis of our examination of the record of inventories, we are of the opinion that, the Company is maintaining proper records of inventories. The discrepancies noticed on physical verification of inventories as compared to book records were not material and have been properly dealt with in the books of account.

(iii)(a) The Company has given loans to five Companies (Subsidiaries) covered in the Register maintained under Section 301 of the Companies Act, 1956. In respect of the said loans, the maximum amount outstanding at any time during the year was Rs. 8,025.83 Crores and the year-end balance is Rs. 6692.73 Crores (including interest free loan of Rs. 704.61 Crores). The Company has not given any loans to firms or other parties covered in the Register maintained under Section 301 of the Companies Act, 1956.

(b) In our opinion and explanation given to us, the rate of interest, where applicable and the other terms and conditions, are not prima facie prejudicial to the interest of the Company.

(c) The principal amounts are repayable as per the terms of the loan, while the interest where applicable is payable annually at the discretion of the Company.

(d) In respect of the said loans and interest thereon, there are no overdue amounts.

(e) According to the information and explanation given to us and record produced to us for verification, the Company has not taken any loan, secured or unsecured, from companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956. Accordingly, the provisions of clause 4(iii)(e) to (g) of the Order are not applicable to the company and hence not commented upon.

(iv) According to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business for the purchase of inventory and fixed assets and for the sale of goods and services. During the course of our audit, no major weakness has been noticed in the internal control system.

(v) (a) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements, that need to be entered in Register maintained under Section 301 of the Companies Act, 1956 have been so entered.

(b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements referred to in (a) above and exceeding the value of Rs. 5,00,000 in respect of each party during the year have been made at prices which appear reasonable as per information available with the Company.

(vi) The Company has not accepted deposits from the public within the meaning of Section 58A & 58AA of the Companies Act, 1956 or any other relevant provisions of the Act and the Rules framed there under. We are informed that no order has been passed by the Company Law Board or National Company Law Tribunal or Reserve Bank of India or any Court or any other Tribunal.

(vii) In our opinion, the Company has an internal audit system commensurate with the size of the Company and nature of its business.

(viii) We have broadly reviewed the cost records maintained by the Company pursuant to the Companies (Cost Accounting Records) Rules 2011 prescribed by the Central Government under Section 209(1)(d) of the Companies Act, 1956 in respect of the Company''s products/ services to which the said rules are made applicable and are of the opinion that prima facie the prescribed cost records have been made and maintained. However, we have not made a detailed examination of the cost records with a view to determine whether they are accurate or complete.

(ix) (a) As explained to us, the statutory dues payable by the Company comprises of Provident Fund, Investors Education Protection Fund, Employees State Insurance, Income Tax, Sales Tax/VAT, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess, Octroi, Entry Tax, Purchase Tax, Municipal Tax and other applicable statutory dues. According to the records of the Company, the Company is generally regular in depositing undisputed statutory dues with the appropriate authorities; however there has been delay in few cases which is not in arrears for more than six months at the end of financial year. There are no undisputed statutory dues as referred to above as at March 31, 2014 outstanding for a period of more than six months from the date they become payable.

(b) According to the records of the Company and representation made by the Management, the following are the disputed amounts in respect of various statutes:

Name Nature of Forum where dispute Amount of Statute the dues is pending (*) (Rs. in Crores)

Appellate Authority upto 81.74 Commissioner''s Level

Income Tax Act, 1961 Income Tax Appellate Tribunal 30.85

High Court 1.38

Appellate Authority upto 1.00 Service Tax Commissioner''s Level Act Service Tax Appellate Tribunal 31.94

Appellate Authority upto 184.23 Commissioner''s Level

Appellate Tribunal 18.58 Sales Tax Sales Tax Acts

High Court 8.85

Supreme Court 11.47

Excise Act Excise Duty High Court 0.61



Name of Statue Amount Period to which paid under the amount relates protest (Rs.in Crores)

11.33 2005-06, 2006- 07, 2008-09 & 2009-10 Income Tax Act, 1961 2001-02, 2003- 16.56 04, 2004-05, 2006-07 to 2009-10 0.00 1988-89, 1989- 90 & 2008-09 Service Tax Act 0.23 2007-08 to 2009-10 17.95 2004-05 to 2009-10

13.90 1999-2000, 2002-03 to 2013-14 Sales Tax Acts 1.12 2001-02, 2004- 05 & 2008-09

2005-06, 2006- 1.58 07, 2011-12 & 2012-13 1.91 2006-07 to 2010-11 Excise Act 0.00 1998-99, 1999-2000



Name Nature of Forum where dispute Amount of Statute the dues is pending (*) (Rs. in Crores)

Assessing Authority 32.15

Appellate Authority upto 1.77 Commissioner''s Level

Customs Act, Customs Duty Appellate Tribunal 307.20 1962

High Court 1.74

Jt. Secretary, Ministry 0.84 of Finance Supreme Court 2.28 Foreign Exchange Penalty Appellate Tribunal 4.10 Management Act

Foreign Appellate Authority upto 0.16 Exchange Penalty Commissioner''s Level Regulation Act



Name of Statue Amount Period to which paid under the amount relates protest (Rs.in Crores)



1997-98, 1999- 0.07 2000 to 2008-09 0.00 2004-05 & 2005-06 1992-93, 1993- 94, 1995-96, Customs Act, 1962 121.19 1997-98, 2003- 04 to 2007-08, 2011-12 & 2012-13 0.87 1996-97 0.00 2006-10

0.00 1997-2000

Foreign Exchange Management Act 0.00 2000-01

Foreign Exchange Regulation Act 0.00 1997-98

* Amount as per Demand orders including interest and penalty wherever applicable.

(x) The Company has no accumulated losses at the end of the financial year. The Company has incurred cash loss during the year. In the immediately preceding financial year the Company had not incurred cash loss.

(xi) Based on our audit procedures and on the information and explanations given by the management, we are of the opinion that the Company has not defaulted in repayment of dues to a bank or financial institution during the year. The Company has not borrowed any sums through debentures.

(xii) According to the information and explanations given to us, the Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities. Accordingly, the provisions of Clause 4(xii) of the Order are not applicable.

(xiii) According to the information and explanations given to us, the Company is not a chit fund or a nidhi/mutual benefit fund/society. Accordingly, the provisions of Clause 4(xiii) of the Order are not applicable.

(xiv) In respect of dealing in securities and other investments, in our opinion and according to the information and explanations given to us, proper records have been maintained of the transactions and contracts and timely entries have been made therein. All investments at the end of the year are held in the name of the company and its nominees, wherever required.

(xv) In respect of guarantees given by the Company for loans taken by others from banks, the terms and conditions are prima facie not prejudicial to the interest of the Company.

(xvi) To the best of our knowledge and as explained, the term loans raised during the year have been applied for the purpose for which they were raised.

(xvii) According to the Cash-flow statement and other records examined by us and the information and explanations given to us, on an overall basis, funds raised on short term basis have not, prima facie, been used during the year for long term investment except permanent working capital.

(xviii) The Company has not made any preferential allotment of shares to parties and companies covered in the Register maintained under Section 301 of the Companies Act. Accordingly, the provisions of Clause 4(xviii) of the Order are not applicable.

(xix) The Company has not issued any debentures during the year and does not have any debentures outstanding as at the beginning of the year and at the year end. Accordingly, the provisions of Clause 4(xix) of the Order are not applicable.

(xx) During the year, the Company has not raised money by way of public issue. Accordingly, the provisions of Clauses 4 (xx) of the Order are not applicable.

(xxi) During the course of our examination of the books and records of the company, carried out in accordance with the generally accepted auditing practice in India, and according to the information and explanation given to us, we have neither come across any instance of fraud on or by the company, noticed or reported during the year, nor have we been informed of any such case by the management.

For Dharmesh Parikh & Co.,

Chartered Accountants Firm Reg. No: 112054W

Anuj Jain

Place : Ahmedabad Partner

Date : 17th May, 2014 Membership No. 119140


Mar 31, 2013

Report on the Financial Statements

We have audited the accompanying financial statements of Adani Enterprises Limited ("the Company"), which comprise the Balance Sheet as at March 31,2013, and the Statement of Profit and Loss and Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information. Management''s Responsibility for the Financial Statements

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 ("the Act"). This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whetherdue to fraud orerror.

Auditor''s Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whetherdue to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

a) in the case of the Balance Sheet, of the state of affairs of the Company as at March 31,2013;

b) in the case of the Statement of Profit and Loss, of the profit for the year ended on that date; and

c) in the case of the Cash Flow Statement, of the cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2003 ("the Order") issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Act, we give in the Annexure astatementon the mattersspecified in paragraphs4and 5of theOrder.

2. As required by section 227(3) of the Act, we report that:

a) we have obtained all the information and explanations which to the best of our knowledge and beliefwere necessary for the purpose of ouraudit;

b) in our opinion proper books of account as required by law have been kept by the Company so far as appears from ourexamination of those books;

c) the Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement dealt with by this Report are in agreement with the books of account;

d) in our opinion, the Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement comply with the Accounting Standards referred to in subsection (3C) of section 211 of the Companies Act, 1956;

e) on the basis of written representations received from the directors as on March 31, 2013, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2013, from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

ANNEXURE TO THE INDEPENDENT AUDITOR''S REPORT

RE: ADANI ENTERPRISES LIMITED

(Referred to in Paragraph 1 of our Report of even date.)

(i) (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.

(b) As explained to us, fixed assets, according to the practice of the Company, are physically verified by the management at reasonable intervals, in a phased verification-programme, which, in our opinion, is reasonable, looking to the size of the Company and the nature of its business. No material discrepancies were noticed onsuchverification.

(c) As the Company has disposed off an insignificant part of the fixed assets during the year, provisions of clause 4 (i) (c) of the Order are not applicable.

(ii) (a) During the year, the inventories, except transit stock have been physically verified by the management.

For stocks lying with third parties, which have, however, been confirmed by them. In our opinion, the frequency of verification is reasonable.

(b) In our opinion and according to the information and explanations given to us, the procedures of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of theCompanyand the nature of its business.

(c) On the basis of our examination of the record of inventories, we are of the opinion that, the Company is maintaining proper records of inventories. The discrepancies noticed on physical verification of inventories as compared to book records were not material and have been properly dealt with in the books of account.

(iii) (a) The Company has given loans to nine subsidiaries of the Company. In respect of the said loans, the maximum amount outstanding at any time during the year was Rs. 7,889.96 Crores and the year end balance is Rs. 6,765.87 Crores (including interest free loan of Rs. 703.70 Crores). The Company has not given any loans to firms or other parties covered in the Register maintained under Section 301 of the Companies Act, 1956.

(b) In our opinion and explanation given to us, the rate of interest, where applicable and the other terms and conditions, are not prima facie prejudicial to the interest of the company.

(c) The principal amounts are repayable as per the terms of the loan, while the interest where applicable is payable annually at the discretion of the Company.

(d) In respect of the said loans and interest thereon, there are no overdue amounts.

(e) According to the information and explanation given to us and record produced to us for verification, the Company has taken unsecured loan from a subsidiary company covered in the register maintained under Section301 of the Companies Act, 1956. The maximum amount involved during the year was Rs. 744.52 Crores and the year end balance was Rs. Nil. The Company has not taken loan during the year from any firm or other parties covered in the register maintained under section 301 of the companies Act, 1956.

(f) In our opinion, the rate of interest and other terms and conditions on which such loan had been taken are not prima facie, prejudicial to the interest of the Company.

(g) In respect of the loan taken by the Company, the terms of repayments of principal amount and interest thereon are regular.

(iv) According to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business for the purchase of inventory and fixed assets and for the sale of goods and services. During the course of our audit, no major weakness has been noticed in the internal control system.

(v) (a) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements, that need to be entered in Register maintained under section 301 of the Companies Act,1956 have been so entered.

(b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements referred to in (a) above and exceeding the value of Rs. 5,00,000/- in respect of each party during the year have been made at prices which appear reasonable as per information available with the Company.

(vi) The Company has not accepted deposits from the public within the meaning of section 58A & 58AA of the Companies Act, 1956 or any other relevant provisions of the Act and the Rules framed there under. We are informed that no order has been passed by the Company Law Board or National Company Law Tribunal or Reserve Bank of India or any Court or any other Tribunal.

(vii) As per the information and explanations given to us by the management, the Company''s internal control procedures together with the internal checks conducted by the group internal audit team during the year can be considered asan internal auditcommensuratewith thesizeand nature of its business.

(viii) We have broadly reviewed the cost records maintained by the Company pursuant to the Companies (Cost Accounting Records) rules 2011 prescribed by the Central Government under section 209(1) (d) of the Companies Act, 1956 in respect of the company''s Renewable Energy (Solar Power) division and are of the opinion that prima facie the prescribed cost records have been made and maintained. However, we have not made a detailed examination of the cost records with a view to determine whether they are accurate orcomplete.

(ix) (a) As explained to us, the statutory dues payable by the Company comprises of Provident Fund, Investors Education and Protection Fund, Employees State Insurance, Income Tax, Sales Tax/VAT, Wealth Tax, Service Tax, custom duty, excise duty, cess, octroi, entry tax, purchase tax, Municipal tax and other applicable statutory dues. According to the records of the Company, the Company is generally regular in depositing undisputed statutory dues with the appropriate authorities; however there has been delay in few cases which is not in arrears for more than Six months at the end of financial year. There are no undisputed statutory dues as referred to above as at March 31, 2013 outstanding for a period of more than six months from the date they become payable.

(b) According to the records of the Company and representation made by the Management, the following are the disputed amounts in respect ofvariousstatutes:

Name of Statute Nature of the dues Amount Period to Forum where (Rs. in Crores) which the amount dispute is pending relates

Income Tax Act, 1961 Income Tax and 1.46 2001-02 ITAT, Ahmedabad Interest

Income Tax Act, 1961 Income Tax 0.02 1988-89 High Court of Gujarat 1990-91

Income Tax Act, 1961 Income Tax and 0.05 2003-04 ITAT, Ahmedabad Interest

Income Tax Act, 1961 Income Tax and 3.97 2007-08 CIT (Appeal), Ahmedabad Interest

Income Tax Act, 1961 Income Tax and 1.36 2008-09 High Court, Gujarat Interest

Income Tax Act, 1961 Withholding tax and 4.93 2009-10 ITAT, Ahmedabad Interest

Income Tax Act, 1961 Withholding tax and 3.89 2009-10 ITAT, Ahmedabad Interest

Income Tax Act, 1961 Income Tax and 9.45 2008-09 Assessing Officer Interest

Gujarat Sales Tax Act Sales Tax, Penalty 0.07 1999-00 Dy. Commissioner and Interest Appeals, Ahmedabad

Gujarat Sales Tax (CST) Sales Tax, Penalty 0.90 2004-05 Jt. Commissioner and Interest Commercial Tax

Gujarat Sales Tax (CST) Sales Tax, Penalty 0.78 2005-06 Jt. Commissioner and Interest Commercial Tax

(x) The Company has no accumulated losses at the end of the financial year and it has not incurred any cash losses in the current and immediately preceding financial year.

(xi) Based on our audit procedures and on the information and explanations given by the management, we are of the opinion that the Company has not defaulted in repayment of dues to a bank. The Company has not borrowed anysums through financial institution ordebentures.

(xii) According to the information and explanations given to us, the Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities. Accordingly, the provisions of Clause 4(xii) of the Order are not applicable.

(xiii) According to the information and explanations given to us, the Company is not a chit fund or a nidhi/mutual benefit fund/society. Accordingly, the provisions of clause 4(xiii) of the Order are not applicable.

(xiv) In respect of dealing in securities and other investments, in our opinion and according to the information and explanations given to us, proper records have been maintained of the transactions and contracts and timely entries have been made therein. All investments at the end of the year are held in the name of the company and its nominees, wherever required.

(xv) In respect of guarantees given by the Company for loans taken by others from banks, the terms and conditions are prima facie not prejudicial to the interest of the Company.

(xvi) To the best of our knowledge and as explained, the term loans raised during the year have been applied for the purpose forwhich they were raised.

(xvii) According to the Cash-flow statement and other records examined by us and the information and explanations given to us, on an overall basis, funds raised on short term basis have not, prima facie, been used during the year for long term investment except permanent working capital.

(xviii) The Company has not made any preferential allotment of shares to parties and companies covered in the Register maintained under section 301 of the Companies Act, 1956. Accordingly, the provisions of Clause 4(xviii) of the Orderare notapplicable.

(xix) The Company has not issued any debentures during the year and there are no debentures outstanding as at the year end. Accordingly, the provisions of Clause 4(xix) of the Order are not applicable.

(xx) During the year, since the Company has not raised money byway of public issue. Accordingly, the provisions of Clauses 4 (xx) of the Order are notapplicable.

(xxi) Based upon the audit procedures performed and information and explanations given by the management, no fraud on or by the Company were reported or noticed during the year.

For DHARMESH PARIKH & CO.

Chartered Accountants

Firm Reg. No: 112054W

Place : Ahmedabad Anuj Jain

Date : 20th May, 2013 Partner

Membership No. 119140


Mar 31, 2012

We have audited the attached Balance Sheet of ADANI ENTERPRISES LIMITED as at 31st March, 2012 and also the Statement of Profit and Loss for the year ended on that date annexed thereto and the Cash Flow Statement for the year ended on that date, which we have signed under reference to this report. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

We have conducted our audit in accordance with auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management as well as evaluating the overall financial statement presentation. We believe that our audit provide a reasonable basis for our opinion.

1. As required by the Companies (Auditors' Report) Order 2003 (the "Order") (as amended) issued by the Central Government of India in terms of sub-section (4A) of Section 227 of the Companies Act, 1956 (the "Act"), we enclose in the Annexure a statement on the matters specified in paragraphs 4 & 5 of the said Order.

2. Further to our comments in the annexure referred to above, we report that:

i) We have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the purpose of our audit;

ii) In our opinion, proper books of account as required by law have been kept by the Company so far as appears from our examination of those books;

iii) The Balance Sheet, Statement of Profit and Loss and Cash-flow Statement dealt with by this report are in agreement with the books of account;

iv) In our opinion, the Balance Sheet, Statement of Profit and Loss and Cash Flow Statement dealt with this report comply with the Accounting Standards referred to in sub-section (3C) of Section 211 of the Companies Act, 1956;

v) On the basis of written representations received from the directors, as on 31st March, 2012, and taken on record by the Board of Directors, we report that none of the directors is disqualified as on 31st March, 2012 from being appointed as a director in terms of clause (g) of sub-section (1) of Section 274 of the Companies Act 1956;

vi) In our opinion and to the best of our information and according to the explanations given to us the said accounts read together with the Significant Accounting Policies and other notes thereon give the information required by the Companies Act 1956 in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

a) in the case of the Balance Sheet, of the State of affairs of the Company as at 31st March, 2012;

b) in the case of Statement of Profit and Loss, of the Profit for the year ended on that date; and

c) in the case of Cash Flow Statement, of the cash flows for the year ended on that date.

ANNEXURE TO THE AUDITORS' REPORT RE: ADANI ENTERPRISES LIMITED

(Referred to in Paragraph 1 of our Report of even date.)

(i) (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.

(b) As explained to us, fixed assets, according to the practice of the Company, are physically verified by the management at reasonable intervals, in a phased verification-programme, which, in our opinion, is reasonable, looking to the size of the Company and the nature of its business. No material discrepancies were noticed on such verification.

(c) As the Company has disposed off an insignificant part of the fixed assets during the year, provisions of clause 4(i)(c) of the Order are not applicable.

(ii) (a) During the year, the inventories, except transit stock have been physically verified by the management. For stocks lying with third parties, which have, however, been confirmed by them. In our opinion, the frequency of verification is reasonable.

(b) In our opinion and according to the information and explanations given to us, the procedures of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) On the basis of our examination of the record of inventories, we are of the opinion that, the Company is maintaining proper records of inventories. The discrepancies noticed on physical verification of inventories as compared to book records were not material and have been properly dealt with in the books of account.

(iii) (a) The Company has given loans to nine subsidiaries of the Company. In respect of the said loans, the maximum amount outstanding at any time during the year is Rs. 6,577.18 Crores and the year end balance isRs. 3,970.49 Crores. The Company has not given any loans to firms or other parties covered in the Register maintained under Section 301 of the Companies Act, 1956.

b) In our opinion and explanation given to us, the rate of interest, where applicable and the other terms and conditions, are not prima facie prejudicial to the interest of the Company

(c) The principal amounts are repayable on demand. The interest, where applicable is payable on demand.

(d) In respect of the said loans, the same are repayable on demand and therefore the question of overdue amounts does notarise. In respect of interest, where applicable, there are no overdue amounts.

(e) According to the information and explanation given to us and record produced to us for verification, the Company has taken unsecured loan from a subsidiary Company covered in the register maintained under Section 301 of the Companies Act, 1956. The maximum amount involved during the year was Rs. 1,400.00 Crores and the year end balance was Rs.707.70 Crores. The Company has not taken loan during the year from any firm as well as from other parties covered in the register maintained under Section 301 of the Companies Act, 1956.

(f) In our opinion, the rate of interest and other terms and conditions on which such loan had been taken are not prima facie, prejudicial to the interest of the Company

(g) In respect of the loan taken by the Company, the terms of repayments of principal amount and interest thereon are regular.

(iv) According to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business for the purchase of inventory and fixed assets and for the sale of goods and services. During the course of our audit, no major weakness has been noticed in the internal control system.

(v) (a) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements, that need to be entered in Register maintained under Section 301 of the Companies Act,1956 have been so entered.

(b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements referred to in (a) above and exceeding the value of Rs. 5,00,000/- in respect of each party during the year have been made at prices which appear reasonable as per information available with the Company.

(vi) The Company has not accepted deposits from the public within the meaning of Section 58A & 58AA of the Companies Act, 1956 or any other relevant provisions of the Act and the Rules framed there under. We are informed that no order has been passed by the Company Law Board or National Company Law Tribunal or Reserve Bank of India or any Court or any other Tribunal.

(vii) As per the information and explanations given to us by the management, the Company's internal control procedures together with the internal checks conducted by the group internal audit team during the year can be considered as an internal audit commensurate with the size and nature of its business.

(viii) We have broadly reviewed the cost records maintained by the Company pursuant to the Companies (Cost Accounting Records) Rules, 2011 prescribed by the Central Government under section 209(1)(d) of the Companies Act, 1956 in respect of the Company's Renewable Energy (Solar Power) division and are of the opinion that prima facie the prescribed cost records have been made and maintained. However, we have not made a detailed examination of the cost records.

(ix) (a) As explained to us, the statutory dues payable by the Company comprises of Provident Fund, Investors Education Protection Fund, Employees State Insurance, Income Tax, Sales Tax/VAT, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess, Octroi, Entry Tax, Purchase Tax, Municipal Tax and other applicable statutory dues. According to the records of the Company, the Company is generally regular in depositing undisputed statutory dues with the appropriate authorities; however there has been delay in few cases which is not in arrears for more than Six months at the end of financial year.

There are no undisputed statutory dues as referred to above as at 31st March, 2012 outstanding for a period of more than six months from the date they become payable.

(b) According to the records of the Company and representation made by the Management, the following are the disputed amounts in respect of various statutes:

Name of Statute Nature of the dues Amount Period to Forum where dispute is (Rs.in Crores) which the pending amount relates

Income Tax Act, 1961 Income Tax and Interest 1.46 2001-02 ITAT, Ahmedabad

Income Tax Act, 1961 Income Tax 0.02 1988-89, 1990-91 High Court of Gujarat

Income Tax Act, 1961 Income Tax and Interest 0.05 2003-04 ITAT, Ahmedabad

Income Tax Act, 1961 Income tax and Interest 3.97 2007-08 CIT (Appeal), Ahmedabad

Income Tax Act, 1961 Income tax and Interest 1.36 2008-09 High Court of Gujarat

Income Tax Act, 1961 Withholding tax and Interest 8.96 2008-09 ITAT, Ahmedabad

Income Tax Act, 1961 Withholding tax and Interest 4.93 2009-10 ITAT, Ahmedabad

Income Tax Act, 1961 Withholding tax and Interest 3.89 2009-10 ITAT, Ahmedabad

Gujarat Sales Tax Act Sales Tax, Penalty and Interest 0.07 1999-00 Dy.Commissioner Appeals Ahmedabad

Gujarat Sales Tax Sales Tax, Penalty and Interest 9.02 2004-05 Jt. Commissioner (CST) Commercial Tax

Gujarat Sales Tax Sales Tax, Penalty and Interest 7.82 2005-06 Jt. Commissioner (CST) Commercial Tax

Gujarat Value Added Sales Tax, Penalty and Interest 28.83 2006-07 Jt.Commissioner Tax (VAT) Commercial Tax

Gujarat Value Added Sales Tax, Penalty and Interest 4.80 2006-07 Jt.Commissioner Tax (CST) Commercial Tax

Gujarat Value Added Sales Tax, Penalty and Interest 4.85 2007-08 Jt.Commissioner Tax (VAT) Commercial Tax

Gujarat Value Added Sales Tax, Penalty and Interest 4.59 2007-08 Jt.Commissioner Tax Tax (CST) Commercial Tax

Maharashtra Central Sales Tax, Penalty and Interest 14.44 2001-02 Appellate Tribunal,Mumbai , Sales Tax Maharashtra

Maharashtra Central Sales Tax, Penalty and Interest 17.61 2002-03 Appellate Tribunal,Mumbai, Sales Tax Maharashtra

Maharashtra Sales Sales Tax, Penalty and Interest 1.03 2002-03 Joint Commissioner Appeal, Tax Mumbai

Maharashtra Central Sales Tax, Penalty and Interest 0.69 2001-02 Appellate Tribunal,Mumbai, Sales Tax Maharashtra

Maharashtra Central Sales Tax, Penalty and Interest 7.00 2002-05 Joint Commissioner Appeal, Sales Tax Interest Mumbai

Maharashtra Value Sales Tax, Penalty and Interest 18.58 2005-06 Joint Commissioner Appeal, Added Tax Mumbai

Kerala VAT Tax Sales Tax and Interest 0.98 2005-07 Dy.Commissioner Appeals, Kochin

Andhra Pradesh Sales Tax, Penalty and Interest 2.67 2008-09 Dy.Commissioner Appeals Central Sales Tax 2009-10

Orissa Value Value Added Tax, Penalty 0.03 2006-10 Additional Commissioner, Added Tax and Interest Appeals

Orissa Entry Tax Entry Tax, Penalty and Interest 11.47 2006-10 Orissa High Court

Orissa Central Sales Tax, Penalty and Interest 0.91 2006-11 Additional Commissioner, Sales Tax Sales Tax

Madhya Pradesh Entry Tax, Penalty and Interest 0.47 2005-06 Appeallate Board Entry Tax

Madhya Pradesh Sales Tax and Interest 1.06 2004-05 Appeallate Board Central Sales Tax

The Finance Act Cenvat Credit availed 2004-05 Customs, Excise and 1994 (Service Tax) against Service Tax and 8.40 to Service Tax appellate Interest and Penalty on 2009-10 Tribunal, Ahmedabad Service Tax

The Finance Act Demand of Service Tax and 1.97 2004-05 Additional Commissioner 1994 (Service Tax) Interest and Penalty on (Service Tax) Service Tax

Customs Act, 1962 Custom Duty and Penalty 0.74 1997-98 Supreme Court

Customs Act, 1962 Custom Duty and Penalty 0.41 1998-99 Supreme Court

Customs Act, 1962 Custom Duty and Penalty 0.83 1999-00 Supreme Court

Customs Act, 1962 Custom Duty 0.25 1997-98 Supreme Court

Customs Act, 1962 Custom Duty and Penalty Amount With various Unascerta- appellate authorities inable

Foreign Exchange Penalty 4.00 1998-99 High Court of Gujarat Regulation Act

Foreign Exchange Penalty 4.10 2000-01 Appellate Tribunal for Regulation Act Foreign Exchange, New Delhi

Customs Act, 1962 Custom Duty and Interest 0.22 2003-04 Customs, Excise and Service Tax appellate Tribunal, Chennai.

Customs Act, 1962 Custom Duty and Penalty 2.31 1997-98 CESTAT, Mumbai

Customs Act, 1962 Custom Duty 0.14 1997-98 With various Assessing & 1999-00 Appel Authorities.

2000-01

Foreign Exchange Penalty 0.16 1997-98 Commissioner of Income Regulation Act Tax Appeals- V,Chennai

Central Excise Rules Recovery Excess Rebate and 0.61 1998-99 Joint Secretary, Ministry of Penalty 1999-00 Finance. New Delhi

Customs Act, 1962 Custom Duty 0.30 1997-98 Commissioner of Customs, ICD, Tuglakabad

Customs Act, 1962 Custom Duty 13.48 1993-94 Commissioner of Customs, 1995-96 Mumbai

Customs Act, 1962 Custom Duty 0.07 2004-05 Asst. Commissioner of customs, Mundra

Customs Act, 1962 Custom Duty 0.50 2006-07 Deputy Commissioner of Customs, Murmugao

Customs Act, 1962 Custom Duty 0.14 2005-06 Commissioner of Customs (Appeals)

Customs Act, 1962 Custom Duty 0.30 2003-04 Commissioner of Customs, 2004-05 Mumbai

Customs Act, 1962 Duty Drawback 0.31 2006-07 Asst. Commissioner of 2007-08 Customs, Mundra

Customs Act, 1962 Custom Duty 29.98 2004-05 Commissioner of Customs (import), Air Cargo, Mumbai

Customs Act, 1962 Customs duty and penalty 1.74 1996-97 High Court of Gujarat

Customs Act, 1962 Customs duty 1.63 2004-05 Commissioner of Customs Appeals, Ahmedabad

Customs Act, 1962 Agriculture Cess 0.003 2005-06 Asst. Comm of Customs (Export), GAPL, Mundra

Customs Act, 1962 Customs duty & Penalty 6.93 1992-93 to Customs, Excise and 1993-94 Service Tax appellate Tribunal, Ahmedabad

Customs, Central Recovery of duty drawback 0.55 2001-09 Assistant Commissioner of Excise Duties & Customs (Drawback) Service Tax Rules, Vishakhapatanam 1995

Customs, Central Recovery of duty drawback 0.83 2006-07 to Additional Commissioner of Excise Duties & & penalties 2009-10 Customs (Preventive), Service Tax Rules, Jamnagar 1995

(x) The Company has no accumulated losses at the end of the financial year and it has not incurred any cash losses in the current and immediately preceding financial year.

(xi) Based on our audit procedures and on the information and explanations given by the management, we are of the opinion that the Company has not defaulted in repayment of dues to a bank. The Company has not borrowed any sums through financial institution or debentures.

(xii) According to the information and explanations given to us, the Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities. Accordingly, the provisions of Clause 4(xii) of the Order are not applicable.

(xiii) According to the information and explanations given to us, the Company is not a chit fund or a nidhi/mutual benefit fund/society. Accordingly, the provisions of clause 4(xiii) of the Order are not applicable.

(xiv) In respect of dealing in securities and other investments, in our opinion and according to the information and explanations given to us, proper records have been maintained of the transactions and contracts and timely entries have been made therein. All investments at the end of the year are held in the name of the Company and its nominees, wherever required.

(xv) In respect of guarantees given by the Company for loans taken by others from banks, the terms and conditions are prima facie not prejudicial to the interest of the Company.

(xvi) To the best of our knowledge and as explained, the short term loans raised during the year have been applied for the purpose for which they were raised.

(xvii) According to the Cash-flow statement and other records examined by us and the information and explanations given to us, on an overall basis, funds raised on short term basis have not, prima facie, been used during the year for long term investment except permanent working capital.

(xviii) The Company has not made any preferential allotment of shares to parties and companies covered in the Register maintained under Section 301 of the Companies Act, 1956. Accordingly, the provisions of Clause 4(xviii) of the Order are not applicable.

(xix) The Company has not issued any debentures during the year and there are no debentures outstanding as at the year end. Accordingly, the provisions of Clause 4(xix) of the Order are not applicable.

(xx) During the year, since the Company has not raised money by way of public issue. Accordingly, the provisions of Clauses 4 (xx) of the Order are not applicable.

(xxi) Based upon the audit procedures performed and information and explanations given by the management, no fraud on or by the Company were reported or noticed during the year.

For DHARMESH PARIKH & CO.

Chartered Accountants

Firm Reg. No.: 112054W

Place: Ahmedabad D.A. PARIKH

Date : 29th May, 2012 Partner

Membership No. 45501


Mar 31, 2011

We have audited the attached Balance Sheet of ADANI ENTERPRISES LIMITED as at 31st March, 2011 and also the Profit and Loss Account for the year ended on that date annexed thereto and the Cash Flow statement for the year ended on that date, which we have signed under reference to this report. These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements based on our audit.

We have conducted our audit in accordance with auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provide a reasonable basis for our opinion.

1. As required by the Companies (Auditors Report) Order, 2003 (the "Order") (as amended), issued by the Central Government of India in terms of sub-section (4A) of Section 227 of the Companies Act, 1956 (the "Act"), we enclose in the Annexure a statement on the matters specified in paragraphs 4 & 5 of the said Order.

2. Further to our comments in the annexure referred to above, we report that:

i) We have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the purpose of our audit;

ii) In our opinion, proper books of account as required by law have been kept by the Company so far as appears from our examination of those books;

iii) The Balance Sheet, Profit & Loss Account and Cash Flow Statement dealt with by this report are in agreement with the books of account;

iv) In our opinion, the Balance Sheet, Profit & Loss Account and Cash Flow Statement dealt with this report comply with the Accounting Standards referred to in sub-section (3C) of Section 211 of the Companies Act, 1956;

v) On the basis of written representations received from the directors, as on 31st March, 2011, and taken on record by the Board of Directors, we report that none of the directors is disqualified as on 31st March, 2011 from being appointed as a director in terms of clause (g) of sub-section (1) of Section 274 of the Companies Act, 1956;

vi) In our opinion and to the best of our information and according to the explanations given to us, the said accounts read together with the Significant Accounting Policies and other notes thereon give the information required by the Companies Act, 1956 in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

a) in the case of the Balance Sheet, of the State of affairs of the Company as at 31st March, 2011;

b) in the case of Profit & Loss Account, of the Profit for the year ended on that date; and

c) in the case of Cash Flow Statement, of the cash flows for the year ended on that date.

ANNEXURE TO THE AUDITORS REPORT RE: ADANI ENTERPRISES LIMITED

(Referred to in Paragraph 1 of our Report of even date.) (i) (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.

(b) As explained to us, fixed assets, according to the practice of the Company, are physically verified by the management at reasonable intervals, in a phased verification-programme, which, in our opinion, is reasonable, looking to the size of the Company and the nature of its business. No material discrepancies were noticed on such verification.

(c) As the Company has disposed off an insignificant part of the fixed assets during the year, provisions of clause 4 (i) (c) of the Order are not applicable.

(ii) (a) During the year, the inventories, except transit stock have been physically verified by the management. For stocks lying with third parties, which have, however, been confirmed by them. In our opinion, the frequency of verification is reasonable.

(b) In our opinion and according to the information and explanations given to us, the procedures of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) On the basis of our examination of the record of inventories, we are of the opinion that, the Company is maintaining proper records of inventories. The discrepancies noticed on physical verification of inventories as compared to book records were not material and have been properly dealt with in the books of account.

(iii) (a) The Company has given loans to eight subsidiaries of the Company. In respect of the said loans, the maximum amount outstanding at any time during the year is Rs. 7,167.84 Crores and the year end balance is Rs. 3,744.98 Crores. The Company has not given any loans to firms or other parties covered in the Register maintained under section 301 of the Companies Act, 1956.

(b) In our opinion and explanation given to us, the rate of interest, where applicable and the other terms and conditions, are not prima facie prejudicial to the interest of the Company.

(c) The principal amounts are repayable on demand. The interest, where applicable is payable on demand.

(d) In respect of the said loans, the same are repayable on demand and therefore the question of overdue amounts does not arise. In respect of interest, where applicable, there are no overdue amounts.

(e) According to the information and explanation given to us, the company has not taken any loan secured or unsecured from companies, firms or other parties covered in the Register maintained under Section 301 of the Companies Act, 1956. Consequently, the requirements of clause 4 (iii)(e) to 4(iii)(g) of the Order are not applicable.

(iv) According to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business for the purchase of inventory and fixed assets and for the sale of goods and services. During the course of our audit, no major weakness has been noticed in the internal control system.

(v) (a) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements, that need to be entered in Register maintained under Section 301 of the Companies Act, 1956 have been so entered.

(b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements reffered to in (a) above and exceeding the value of ^5,00,000 in respect of each party during the year have been made at prices which appear reasonable as per information available with the Company.

(vi) The Company has not accepted deposits from the public within the meaning of Sections 58A & 58AA of the Companies Act, 1956 or any other relevant provisions of the Act and the Rules framed there under. We are informed that no order has been passed by the Company Law Board or National Company Law Tribunal or Reserve Bank of India or any Court or any other Tribunal.

(vii) As per the information and explanations given to us by the management, the Companys internal control procedures together with the internal checks conducted by the group internal audit team during the year can be considered as an internal audit commensurate with the size and nature of its business.

(viii) According to the information and explanations given to us, the maintenance of cost records under Section 209(1)(d) of the Companies Act, 1956 is not applicable to the Company. Accordingly, the provisions of Clause 4(viii) of the Order are not applicable.

(ix) (a) As explained to us, the statutory dues payable by the Company comprises of Provident Fund, Investors Education Protection Fund, Employees State Insurance, Income Tax, Sales Tax/VAT, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess, Octroi, Entry Tax, Purchase Tax, Municipal Tax and other applicable statutory dues. According to the records of the Company, the Company is generally regular in depositing undisputed statutory dues with the appropriate authorities; however there has been delay in few cases which is not in arrears for more than Six months at the end of financial year. There are no undisputed statutory dues as referred to above as at 31st March, 2011 outstanding for a period of more than six months from the date they become payable.

There were no dues on account of Cess under Section 441A of the Companies Act, 1956 since the aforesaid section has not yet been made effective by the Central Government.

(b) According to the records of the Company and representation made by the Management, the following are the disputed amounts in respect of various statutes:

Name of Statute Nature of the dues Amount Period to which (Rs. in Crores) the amount relates

Income Tax Act, 1961 Income Tax and Interest 1.46 2001-2002

Income Tax Act, 1961 Income Tax 0.02 1988-1989 1990-1991

Income Tax Act, 1961 Income Tax and Interest 0.05 2003-2004

Income Tax Act, 1961 Income Tax and Interest 5.35 2006-2007

Income Tax Act, 1961 Income Tax and Interest 1.36 2008-2009

Income Tax Act, 1961 Withholding Tax and Interest 8.96 2008-2009

Income Tax Act, 1961 Withholding Tax and Interest 4.93 2008-2009

Gujarat Sales Tax Act Sales Tax, Penalty and Interest 0.07 1999-2000

Gujarat Sales Tax (CST) Sales Tax, Penalty and Interest 1.68 2004-2006

Gujarat Sales Tax (VAT) Sales Tax, Penalty and Interest 28.83 2006-2007



Gujarat Sales Tax (CST) Sales Tax, Penalty and Interest 4.80 2006-2007

Maharashtra Central Sales Tax Sales Tax, Penalty and Interest 14.44 2001-2002

Maharashtra Central Sales Tax Sales Tax, Penalty and Interest 17.61 2002-2003

Maharashtra Sales Tax Sales Tax, Penalty and Interest 1.03 2002-2003

Maharashtra Central Sales Tax Sales Tax, Penalty and Interest 0.69 2001-2002

Maharashtra Central Sales Tax Sales Tax, Penalty and Interest 7.00 2002-2005

Kerala VAT Tax Sales Tax and Interest 0.98 2005-2007

West Bengal Sales Tax Sales Tax and Interest 9.05 2006-2007

The Finance Act 1994 Cenvat Credit availed against 11.16 2004-2006 (Service Tax) Service Tax and Interest and Penalty on Service Tax

Customs Act, 1962 Custom Duty and Penalty 0.74 1997-1998

Customs Act, 1962 Custom Duty and Penalty 0.41 1998-1999

Customs Act, 1962 Custom Duty and Penalty 0.83 1999-2000

Customs Act, 1962 Custom Duty and Penalty Amount Unascertainable

Foreign Exchange Regulation Act Penalty 4.00 1998-1999

Customs Act, 1962 Custom Duty and Interest 0.22 2003-2004

Customs Act, 1962 Penalty 0.05 1998-1999

Customs Act, 1962 Custom Duty and Penalty 2.31 1997-1998

Customs Act, 1962 Custom Duty 0.39 1997-1998 1999-2000

2000-2001

Foreign Exchange Regulation Act Penalty 0.16 1997-1998

Central Excise Rules Recovery Excess Rebate and 0.61 1998-1999 Penalty 1999-2000

Customs Act, 1962 Custom Duty 0.30 1997-1998

Customs Act, 1962 Custom Duty 0.22 1993-1994

1995-1996

Customs Act, 1962 Custom Duty 0.07 2004-2005

Customs Act, 1962 Custom Duty 0.50 2006-2007



Name of Statue Forum where dispute is pending

Income Tax Act, 1961 Appellate Tribunal, Ahmedabad

Income Tax Act, 1961 High Court of Gujarat

Income Tax Act, 1961 CIT (APPEAL), Ahmedabad

Income Tax Act, 1961 CIT (APPEAL), Ahmedabad

Income Tax Act, 1961 ITAT, Ahmedabad

Income Tax Act, 1961 ITAT, Ahmedabad

Income Tax Act, 1961 ITAT, Ahmedabad

Gujarat Sale s Tax Act Dy. Commissioner Appeals, Ahmedabad

Gujarat Sales Tax (CST) Jt. Commissioner Commercial Tax

Gujarat Sales Tax (VAT) Jt. Commissioner Commercial Tax

Gujarat Sales Tax (CST) Jt. Commissioner Commercial Tax

Maharashtra Central Sales Tax Appellate Tribunal, Mumbai, Maharashtra

Maharashtra Central Sales Tax Appellate Tribunal, Mumbai, Maharashtra

Maharashtra Sales Tax Joint Commissioner Appeal, Mumbai

Maharashtra Central Sales Tax Appellate Tribunal, Mumbai, Maharashtra

Maharashtra Central Sales Tax Joint Commissioner Appeal, Mumbai

Kerala VAT Tax Dy. Commissioner Appeals, Kochin

West Bengal Sales Tax Dy. Commissioner Appeals

The Finance Act 1994 (Service Tax) Commissioner (Appeals)

Customs Act, 1962 Supreme Court

Customs Act, 1962 Supreme Court

Customs Act, 1962 Supreme Court

Customs Act, 1962 With various Appellate Authorities

Foreign Exchange Regulation Act High Court of Gujarat

Customs Act, 1962 Customs, Excise and Service Tax appellate Tribunal, Chennai.

Customs Act, 1962 CESTAT - Ahmedabad

Customs Act, 1962 CESTAT, Mumbai

Customs Act, 1962 With various Assessing & Appellate Authorities

Foreign Exchange Regulation Act Commissioner of Income Tax Appeals-V, Chennai

Central Excise Rules Commessioner of Customs Appeals, Salem

Customs Act, 1962 Commissioner of Customs, ICD, Tuglakabad

Customs Act, 1962 Commissioner of Customs, Mumbai

Customs Act, 1962 Asst. Commissioner of Customs, Mundra

Customs Act, 1962 Deputy Commissioner of Customs, Murmugao

Name of Statute Nature of the dues Amount Period to which (Rs. in Crores) the amount relates

Customs Act, 1962 Custom Duty 0.14 2005-2006

Customs Act, 1962 Custom Duty 0.30 2003-2004 2004-2005

Customs Act, 1962 Duty Drawback 0.31 2006-2007 2007-2008

Customs Act, 1962 Custom Duty 29.98 2004-2005

Customs Act, 1962 Customs Duty and Penalty 1.74 1996-1997

Customs Act, 1962 Customs Duty 1.63 2004-2005

Customs Act, 1962 Agriculture Cess 0.003 2005-2006

Customs Act, 1962 Customs Duty & Penalty 6.93 1992-1993 1993-1994



Name of Statue Forum where dispute is pending

Customs Act, 1962 Commissioner of Customs (Appeal)

Customs Act, 1962 Commissioner of Customs, Mumbai

Customs Act, 1962 Asst. Commissioner of Customs, Mundra

Customs Act, 1962 Commissioner of Customs (Import), Air Cargo, Mumbai

Customs Act, 1962 High Court of Gujarat

Customs Act, 1962 Commissioner of Customs Appeals, Ahmedabad

Customs Act, 1962 Asst. Commissioner of Customs (Export), GAPL, Mundra

Customs Act, 1962 Commissioner of Customs, Kandla

(x) The Company has no accumulated losses at the end of the financial year and it has not incurred any cash losses in the current and immediately preceding financial year.

(xi) Based on our audit procedures and on the information and explanations given by the management, we are of the opinion that the Company has not defaulted in repayment of dues to a bank. The Company has not borrowed any sums through financial institution or debentures.

(xii) According to the information and explainations given to us, the Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities. Accordingly, the provisions of Clause 4(xii) of the Order are not applicable. (xiii) According to the information and explainations given to us, the Company is not a chit fund or a nidhi/mutual benefit fund/society.

Accordingly, the provisions of clause 4(xiii) of the Order are not applicable. (xiv) In respect of dealing in securities and other investments, in our opinion and according to the information and explanations given to us, proper records have been maintained of the transactions and contracts and timely entries have been made therein. All investments at the end of the year are held in the name of the company and its nominees, wherever required.

(xv) In respect of guarantees given by the Company for loans taken by others from banks, the terms and conditions are prima facie not prejudicial to the interest of the Company.

(xvi) To the best of our knowledge and as explained, the term loans raised during the year have been applied for the purpose for which they were raised.

(xvii) According to the Cash-flow statement and other records examined by us and the information and explanations given to us, on an overall basis, funds raised on short term basis have not, prima facie, been used during the year for long term investment except permanent working capital.

(xviii) The Company has not made any preferential allotment of shares to parties and companies covered in the Register maintained under Section 301 of the Companies Act. Accordingly, the provisions of Clause 4(xviii) of the Order are not applicable.

(xix) The Company has not issued any debentures during the year and there are no debentures outstanding as at the year end. Accordingly, the provisions of Clause 4(xix) of the Order are not applicable.

(xx) We have verified the end use of money raised through Rights Issue and Qualified Institutional Placement (QIP) as disclosed in the Note no. B 33 and B 34 of Schedule 20 notes forming part of the accounts.

(xxi) Based upon the audit procedures performed and information and explanations given by the management, no fraud on or by the Company were reported or noticed during the year.

For DHARMESH PARIKH & CO.

Chartered Accountants Firm Reg. No. : 112054W

(D. A. PARIKH)

Place : Ahmedabad Partner

Date : 12th May, 2011. Membership No. 45501

 
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