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Directors Report of Adani Enterprises Ltd.

Mar 31, 2015

Dear Shareholders,

The Directors are pleased to present the 23rd Annual Report along with the audited financial statements of your Company for the financial year ended on 31st March, 2015.

FINANCIAL PERFORMANCE SUMMARY

The summarized financial highlight is depicted below: Rs.in Crores)

Consolidated Results Particulars 2014-15 2013-14

FINANCIAL RESULTS

Total Revenue 65,519.85 56,225.86

Total Expenditure other than Financial Costs and 52,211.48 45,686.01

Depreciation

Gross Profit before Depreciation, Finance Costs and Tax 13,308.37 10,539.85

Finance Costs 7,056.29 5,703.04

Depreciation, Amortization and Impairment Expenses 3,521.86 3,223.07

Profit / (Loss) for the year before Exceptional and 2,730.22 1,613.74

Extra Ordinary Items and Tax

Add / (Less) Exceptional Items (66.83) -

Profit / (Loss) for the year before Extra Ordinary 2,663.39 1,613.74

Items and Tax

Profit / (Loss) for the year before Taxation 2,663.39 1,613.74

Total Tax Expenses 365.39 (1,031.92)

Net Profit / (Loss) before Minority Interest 2,298.00 2,645.66

Add / (Less) Share of Minority Interest (349.95) (424.89)

Net Profit / (Loss) for the year after Minority Interest 1,948.05 2,220.77

APPROPRIATIONS

Net Profit / (Loss) for the year after Minority Interest 1,948.05 2,220.77

Balance brought forward from previous year Profit / (Loss) 8,787.13 6,903.98

Add : On account of Consolidation (3.12) 39.39

Amount available for appropriations 10,732.06 9,164.14

Less : appropriations

Proposed Dividend on Equity Shares 153.97 153.97

Tax on Dividend (Including surcharge) (net of credit) 39.94 35.18

Credit of Tax on Dividend Earlier year Adjustment - -

Depreciation charged to Retained Earning 46.30 -

Transfer to General Reserve 163.80 137.58

Transfer to Debenture Redemption Reserve 334.07 50.19

Transfer to Capital Redemption Reserve 0.11 0.09

Balance carried to Balance Sheet 9,993.86 8,787.13

FINANCIAL RESULTS

Particulars Standalone Results 2014-15 2013-14

Total Revenue 16.212.50 12,993.46

Total Expenditure other than Financial 14,842.37 12,535.78 Costs and Depreciation Gross Profit before Depreciation, Finance 1,370.13 457.68 Costs and Tax

Finance Costs 927.44 760.93

Depreciation, Amortization and Impairment Expenses 81.73 59.07

Profit / (Loss) for the year before 360.96 (362.32) Exceptional and Extra Ordinary Items and Tax

Add / (Less) Exceptional Items (70.99) -

Profit / (Loss) for the year before Extra 431.95 (362.32) Ordinary Items and Tax

Profit / (Loss) for the year before Taxation 431.95 (362.32)

Total Tax Expenses 25.10 (183.62)

Net Profit / (Loss) before Minority Interest 406.85 (178.70)

Add / (Less) Share of Minority Interest 406.85 (178.70)

Net Profit / (Loss) for the year after Minority - - Interest

APPROPRIATIONS

Net Profit / (Loss) for the year after 406.85 (178.70) Minority Interest

Balance brought forward from previous year 1,402.71 1,735.38 Profit / (Loss)

Add : On account of Consolidation (3.91) -

Amount available for appropriations 1,805.65 1,556.68

Less : appropriations 153.97 153.97

Proposed Dividend on Equity Shares 5.18 -

Tax on Dividend (Including surcharge) - - (net of credit)

Credit of Tax on Dividend Earlier year - - Adjustment

Depreciation charged to Retained Earning 40.00 -

Transfer to General Reserve - -

Transfer to Debenture Redemption Reserve - -

Transfer to Capital Redemption Reserve 1.606.50 1,402.71

There are no material changes and commitments affecting the financial position of the Company between the end of the financial year and the date of this report.

PERFORMANCE OF YOUR COMPANY 0 Consolidated Financial Results:

The audited Consolidated Financial Statements of your Company as on 31st March, 2015, which form part of the annual report, have been prepared pursuant to Clause 41 of the Listing Agreement with the Stock Exchanges, in accordance with provisions of the Companies Act, 2013, the Accounting Standards AS-21 on Consolidated Financial Statements read with AS-23 on Accounting for investments in Associates and AS-27 on Financial Reporting of Interest in Joint Ventures.

Your Company recorded Consolidated total revenue of Rs 65,519.85 Crore as against Rs 56,225.86 Crore in the previous year. The Consolidated EBIDTA increased by 26% to Rs 13,308.37 Crore as against Rs 10,539.85 Crore in the previous year. The consolidated PAT stood at Rs 1,948.05 Crore.

- Standalone Financial Results :

On standalone basis, your Company registered total revenue of Rs. 16,212.50 Crore as compared to Rs 12,993.46 Crore in the previous year. The EBIDTA increased by 200% to Rs 1,370.13 Crore and earned PAT of Rs. 406.85 Crore as compared to loss of Rs 178.70 Crore in the previous year.

DIVIDEND

Your Directors have recommended a dividend of 140% (Rs 1.40/- per Equity Share of Re.1 each) on the Equity Shares out of the profits of the Company for the financial year 2014-15. The said dividend, if approved by the shareholders, would involve a cash outflow of Rs 159.15 Crore including tax thereon.

TRANSFER TO RESERVES

The Company proposes to transfer Rs 40 Crore to the General Reserve out of the amount available for appropriation.

STATUS OF COMPOSITE SCHEME OF ARRANGEMENT

In order to enable distinct focus of investors to invest in some of the key businesses and to lend greater/enhanced focus to the operation of the said businesses, the Board of Directors of your Company at its meeting held on 30th January, 2015, approved the Composite Scheme of Arrangement between Adani Enterprises Limited ("the Company" or "AEL') and Adani Ports and Special Economic Zone Limited ("APSEZ") and Adani Power Limited ("APL') and Adani Transmission Limited ("ATL') and Adani Mining Private Limited ("AMPL') and their respective shareholders and creditors ("the Scheme") pursuant to the provisions of Sections 391 to 394 read with Sections 100 to 103 and other relevant provisions of the Companies Act, 1956 and Sections 13, 52, 61 and other relevant provisions of the Companies Act, 2013. The scheme was subsequently approved by the shareholders, secured and unsecured creditors of the Company with requisite majority on 20th April, 2015. The scheme has been approved by the Hon'ble High Court, Gujarat vide its order dated 7th May, 2015. The Scheme, with effect from 1st April 2015, inter alia, provided for -

- Key Highlights of the Scheme

- Demerger of the Port Undertaking of AEL comprising the undertaking, businesses, activities, operations, assets (moveable and immoveable) and liabilities pertaining to the Belekeri port and the investment of AEL in APSEZ into APSEZ;

- Demerger of the Power Undertaking of AEL comprising the undertaking, businesses, activities, operations, assets (moveable and immoveable) and liabilities pertaining to the 40MW solar power project at Bitta village, Kutch district of Gujarat and the investments of AEL in APL into APL;

- Demerger of the Transmission Undertaking of AEL comprising the undertaking, businesses, activities, operations, assets (moveable and immoveable) and liabilities related to the Mundra-Zerda transmission line and the investment of AEL in ATL into ATL;

- Merger of AMPL into AEL; No Equity Shares are to be issued pursuant to the merger as AMPL is a Wholly Owned Subsidiary of AEL;

- Reduction of paid-up Equity Share capital of APSEZ, APL and ATL, respectively, and simultaneous issuance of Equity Shares by APSEZ, APL and ATL, respectively, to the Equity Shareholders of AEL;

- Reduction of Securities Premium Account of AEL; and

- Various other matters consequential, supplemental or otherwise integrally connected therewith. FIXED DEPOSITS

During the year under review, your Company has not accepted any fixed deposits within the meaning of Section 73 of the Companies Act, 2013 and the rules made there under.

NON-CONVERTIBLE DEBENTURES

During the year under review, your Company has issued 12,000 Rated, Listed, Redeemable, Non-Convertible Debentures of face value of Rs. 10 Lacs each aggregating to Rs. 1,200 Crore issued on a private placement basis listed on the Wholesale Debt Market Segment of BSE Limited.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

During the year under review, your Company has made loan, given guarantee, provided security and made investments in compliance of Section 186 of the Companies Act, 2013. The said details are given in the notes to the financial statements.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

Your Company had 80 (direct or indirect) subsidiaries as on 31st March, 2014. During the year under review, the following changes have taken place in Subsidiary/ Joint Venture Companies:-

- Subsidiary, Joint Ventures and Associate Companies formed/acquired:

1. Dhamra LNG Terminal Private Limited (Subsidiary of the Company).

2. Adani Green Energy Limited (Subsidiary of the Company).

3. Adani Green Energy (Tamilnadu) Limited (Subsidiary of the Adani Green Energy Limited which is a subsidiary of the Company).

4. Adani Renewable Energy Park Limited (Subsidiary of the Company).

5. Adani Renewable Energy Park (Gujarat) Limited (Subsidiary of the Adani Renewable Energy Park Limited which is a subsidiary of the Company).

6. Adani Defence Systems and Technologies Limited (Subsidiary of the Company).

7. Adani Agri Logistics (Dewas) Limited (Subsidiary of the Company).

8. Adani Agri Logistics (Hoshangabad) Limited (Subsidiary of the Company).

9. Adani Agri Logistics (Harda) Limited (Subsidiary of the Company).

10. Adani Agri Logistics (Satna) Limited (Subsidiary of the Company).

11. Adani Agri Logistics (Ujjain) Limited (Subsidiary of the Company).

12. Jhar Mining Infra Private Limited (Subsidiary of the Adani Mining Private Limited which is a subsidiary of Company).

13. The Dhamra Port Company Limited (Subsidiary of the Adani Ports and Special Economic Zone Limited which is a subsidiary of the Company).

14. Adani Power (Karnataka) Limited (Subsidiary of the Adani Power Limited which is a subsidiary of the Company).

15. Mundra Solar Technopark Private Limited (Subsidiary of the Adani Ports and Special Economic Zone Limited which is a subsidiary of the Company).

- Cessation of the Subsidiary, Joint Ventures and Associate Companies

1. PT Karya Pernitis Sejati (Subsidiary of PT Sumber Dana Usaha).

2. Adani Rail Infra Private Limited (Formerly Adani Shipyard Private Limited a Subsidiary of Adani Ports and Special Economic Zone Limited).

In view of the above, the total number of subsidiaries as on 31st March, 2015 was 93.

Pursuant to the provisions of Section 129, 134 and 136 of the Companies Act, 2013 read with rules framed thereunder and pursuant to Clause 41 of the Listing Agreement, your Company had prepared consolidated financial statements of the company and its subsidiaries and a separate statement containing the salient features of financial statement of subsidiaries, joint ventures and associates in Form AOC-1 forms part of the Annual Report.

The annual financial statements and related detailed information of the subsidiary companies shall be made available to the shareholders of the holding and subsidiary companies seeking such information on all working days during business hours. The financial statements of the subsidiary companies shall also be kept for inspection by any shareholder/s during working hours at the Company's registered office and that of the respective subsidiary companies concerned. The separate audited financial statement in respect of each of the subsidiary companies is also available on the website of the Company. Details of developments of subsidiaries of the Company are covered in the Management's Discussion and Analysis Report which forms part of this Report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Ms. Dharmishta N. Rawal (DIN : 02792246) and Mr. Pranav Adani (DIN : 00008457) were appointed as Additional Directors of the Company w.e.f. 31st March, 2015 to hold office upto the ensuing Annual General Meeting. The Nomination and Remuneration Committee and the Board of Directors at their respective meetings held on 13th May, 2015 recommended and approved the appointment of and payment of remuneration to Mr. Pranav Adani as an Executive Director designated as Director of the Company subject to approval of members at the ensuing Annual General Meeting. The Company has received notices from a member proposing appointment of Ms. Dharmishta N. Rawal and Mr. Pranav Adani as Directors of the Company.

The tenure of Mr. Rajesh S. Adani as Managing Director of the Company will expire on 10th June, 2015. The Nomination and Remuneration Committee and the Board of Directors at their respective meetings held on 13th May, 2015 recommended and approved the re-appointment and payment of remuneration to Mr. Rajesh S. Adani as a Managing Director of the Company for a further period of five years i.e. upto 10th June, 2020, subject to the approval of members. Terms and conditions for his re-appointment are contained in the Explanatory Statement forming part of the notice of the ensuing Annual General Meeting.

In accordance with the provisions of Section 149 of the Companies Act, 2013, Ms. Dharmishta N. Rawal is being appointed as an Independent Director to hold office as per her tenure of appointment mentioned in the Notice of the ensuing Annual General Meeting of the Company.

Pursuant to the provisions of Section 149 of the Act, which came into effect from 1st April, 2014, Mr. Anil Ahuja, Mr. S. K. Tuteja, Dr. Ravindra H. Dholakia and Mr. Berjis Desai were appointed as Independent Directors at the Annual General Meeting of the Company held on 9th August, 2014. The terms and conditions of appointment of Independent Directors are as per Schedule IV of the Act. Your Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Companies Act, 2013 and under Clause 49 of the Listing Agreement with the Stock Exchanges and there has been no change in the circumstances which may affect their status as Independent Director during the year.

Brief details of Directors proposed to be appointed/re-appointed as required under Clause 49 of the Listing Agreement are provided in the Annexure to the Notice of the Annual General Meeting.

Pursuant to the requirements of the Companies Act, 2013 and Articles of Association of the Company, Mr. Rajesh S. Adani (DIN : 00006322) is liable to retire by rotation and being eligible offers himself for re-appointment.

During the period under review, Mr. Parthiv Parikh resigned as Company Secretary and Compliance Officer of the Company w.e.f. 15th April, 2015. Mr. Jatin Jalundhwala was appointed as Company Secretary and Compliance Officer of the Company w.e.f. 13th May, 2015.

The Board recommends the appointment/re-appointment of above directors for your approval.

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:

a. 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;

b. 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 Mach, 2015 and of the profit of the Company for the year ended on that date;

c. 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;

d. that the annual financial statements have been prepared on a going concern basis;

e. that proper internal financial controls were in place and that the financial control were adequate and were operating effectively;

f. that proper systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

NUMBER OF BOARD MEETINGS

The Board of Directors met 5 (five) times during the year under review. The details of board meetings and the attendance of the Directors are provided in the Corporate Governance Report which forms part of this report.

INDEPENDENT DIRECTORS' MEETING

The Independent Directors met on 26th March, 2015, without the attendance of Non-Independent Directors and members of the Management. The Independent Directors reviewed the performance of non- independent directors and the Board as a whole; the performance of the Chairman of the Company, taking into account the views of Executive Directors and Non-Executive Directors and assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

BOARD EVALUATION

The Board adopted a formal mechanism for evaluating its performance and 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.

POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION

Your Company's policy on directors' appointment and remuneration and other matters provided in Section 178(3) of the Companies Act, 2013 is made available on the Company's website.

INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY

The details in respect of internal financial control and their adequacy are included in the Management and Discussion & Analysis, which forms part of this report.

RISK MANAGEMENT

The Board of the Company has formed a Risk Management Committee to frame, implement and monitor the risk management plan for the Company. The committee is responsible for reviewing the risk management plan and ensuring its effectiveness. The audit committee has additional oversight in the area of financial risks and controls.

COMMITTEES OF BOARD

Details of various committees constituted by the Board of Directors as per the provision of Clause 49 of the Listing Agreement and Companies Act, 2013 are given in the Corporate Governance Report which forms part of this report.

CORPORATE SOCIAL RESPONSIBILITY

The Company has constituted a Corporate Social Responsibility (CSR) Committee and has framed a CSR Policy. The brief details of CSR Committee are provided in the Corporate Governance Report. The Annual Report on CSR activities is annexed to this Report. The CSR Policy is made available on the website of the Company.

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Separate reports on Corporate Governance compliance and Management Discussion and Analysis as stipulated by Clause 49 of the Listing Agreement forms part of this Annual Report along with the required Certificate from Statutory Auditors of the Company regarding compliance of the conditions of Corporate Governance as stipulated by Clause 49 of the Listing Agreement.

In compliance with Corporate Governance requirements as per Clause 49 of the Listing Agreement, your Company has formulated and implemented a Code of Business Conduct and Ethics for all Board members and senior management personnel of the Company, who have affirmed the compliance thereto.

BUSINESS RESPONSIBILITY REPORT

The Business Responsibility Report for the year ended 31st March, 2015 as stipulated under Clause 55 of Listing Agreement is annexed to this Report.

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

As per the requirement of The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 and rules made thereunder, your Company has constituted Internal Complaints Committee (ICC) which is responsible for redressal of complaints related to sexual harassment. During the year under review, there were no complaints pertaining to sexual harassment.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in Form MGT-9 are annexed to this Report as Annexure-A.

RELATED PARTY TRANSACTIONS

All the related party transactions entered into during the financial year were on an arm's length basis and were in the ordinary course of business. Your Company had not entered into any transactions with related parties which could be considered material in terms of Section 188 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.

During the year under review, your Company has entered into transaction with related party which are material as per clause 49 of the Listing Agreement and the details of said transaction is provided in the Notice of the Annual General Meeting.

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.

INSURANCE

Your Company has taken appropriate insurance for all assets against foreseeable perils.

AUDITORS & AUDITORS' REPORT

M/s. Dharmesh Parikh & Co., Chartered Accountants (Firm Registration No.: 112054W), the Statutory Auditors of the Company, will retire at the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. Your Company has received a letter from M/s. Dharmesh Parikh & Co., Chartered Accountants, to the effect that their appointment, if made, would be within the prescribed limits under Section 141 of the Companies Act, 2013 read with rules made thereunder and that they are not disqualified for such appointment.

Your Directors recommend the re-appointment of M/s. Dharmesh Parikh & Co., Chartered Accountants, as Statutory Auditors of the Company to hold office from the conclusion of this Annual General Meeting till the conclusion of 25th Annual General Meeting of the Company to be held in the calendar year 2017.

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.

SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the rules made thereunder, the Company had appointed Mr. Ashwin Shah, Practising Company Secretary to undertake the Secretarial Audit of the Company. The Secretarial Audit Report for FY 2014-15 is annexed, which forms part of this report as Annexure-B. There were no qualifications, reservation or adverse remarks given by Secretarial Auditor of the Company.

COST AUDIT REPORT

Your Company has appointed M/s. K V Melwani & Associates, Practising Cost Accountants to conduct audit of cost records of Mining Activities of the Company for the year ended 31st March, 2016. The Cost Audit Report for the year 2013-14 was filed before the due date with the Ministry of Corporate Affairs.

PARTICULARS OF EMPLOYEES

The information required under Section 197 of the Companies Act, 2013 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in the separate annexure forming part of this Report as Annexure-C.

The statement containing particulars of employees as required under Section 197 of the Companies Act, 2013 read with rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, will be provided upon request. In terms of Section 136 of the Companies Act, 2013, the Report and Accounts are being sent to the Members and others entitled thereto, excluding the information on employees' particulars which is available for inspection by the members at the Registered Office of the Company during business hours on working days of the Company. If any member is interested in obtaining a copy thereof, such Member may write to the Company Secretary in this regard.

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 to this Report as Annexure-D.

ACKNOWLEDGMENT

Your Directors are highly grateful for all the guidance, support and assistance received from the Government of India, Government of Gujarat, Financial Institutions and Banks. Your Directors thank all shareowners, esteemed customers, suppliers and business associates for their faith, trust and confidence reposed in the Company.

Your Directors wish to place on record their sincere appreciation for the dedicated efforts and consistent contribution made by the employees at all levels, to ensure that the Company continues to grow and excel.

For and on behalf of the Board of Directors

Date : 13th May, 2015 Place: Ahmedabad Gautar'S Adam Executive Chairman (DIN: 00006273)


Mar 31, 2014

Dear Shareholders,

The Directors are pleased to present the 22nd Annual Report alongwith the audited accounts of your Company for the financial year ended on 31st March, 2014.

FINANCIAL PERFORMANCE SUMMARY

(Rs. in Crores) Consolidated Results Standalone Results Particulars 2013-14 2012-13 2013-14 2012-13

FINANCIAL RESULTS

Total Revenue 56,225.86 47,352.26 12,993.46 12,504.91

Total Expenditure other than Financial Costs and 46,037.96 40,455.03 12,535.52 11,737.10

Depreciation

Gross Profit before Depreciation, Finance Costs and Tax 10,187.90 6,897.23 457.94 767.81

Finance Costs 5,351.09 3,492.47 761.18 302.10

Depreciation, Amortization and Impairment Expense 3,223.07 2,297.86 59.07 57.55

Profit / (Loss) for the year before Exceptional and 1,613.74 1,106.90 (362.32) 408.16

Extra Ordinary Items and Tax

Add / (Less) Exceptional Items - 898.33 - 202.99

Profit / (Loss) for the year before Extra Ordinary

Items and Tax 1,613.74 2,005.23 (362.32) 611.15

Profit / (Loss) for the year before Taxation 1,613.74 2,005.23 (362.32) 611.15

Total Tax Expenses (1,031.92) 787.66 (183.62) 91.31

Net Profit / (Loss) before Minority Interest 2,645.66 1,217.57 (178.70) 519.84

Add / (Less) Share of Minority Interest (424.89) 395.41 - -

Net Profit / (Loss) for the year after Minority Interest 2,220.77 1,612.98 (178.70) 519.84

APPROPRIATIONS

Net Profit / (Loss) for the year after Minority Interest 2,220.77 1,612.98 (178.70) 519.84

Balance brought forward from previous year Profit / (Loss) 6,903.98 5,733.60 1,735.38 1,430.50

Add : On account of Consolidation 39.39 (13.45) - -

Amount available for appropriations 9,164.14 7,333.13 1,556.68 1,950.34 Less : appropriations

Proposed Dividend on Equity Shares 153.97 153.97 153.97 153.97

Tax on Dividend (Including surcharge) (net of credit) 35.18 34.93 - 8.54

Credit of Tax on Dividend Earlier year Adjustment - (7.56) - (7.55)

Transfer to General Reserve 137.58 194.15 - 60.00

Transfer to Debenture Redemption Reserve 50.19 53.55 - -

Transfer to Capital Redemption Reserve 0.09 0.11 - -

Balance carried to Balance Sheet 8,787.13 6,903.98 1,402.71 1,735.38

PERFORMANCE OF YOUR COMPANY

Ø Consolidated Financial Results:

The audited Consolidated financial statements of your Company as on 31st March, 2014, which form part of the annual report, have been prepared pursuant to Clause 41 of the Listing Agreement with the Stock Exchanges, in accordance with provisions of the Companies Act, 1956, the Accounting Standards AS-21 on Consolidated Financial Statements read with Accounting Standard-23 on Accounting for investments in Associates and AS-27 on Financial Reporting of Interest in Joint Ventures.

Your Company recorded Consolidated total revenue of Rs. 56,225.86 Crore as against Rs. 47,352.26 Crore in the previous year. The Consolidated EBIDTA increased by 48% to Rs. 10,187.90 Crore as against Rs. 6,897.23 Crore in the last year. The consolidated PAT stood at Rs. 2,220.77 Crore.

Our Port and Coal trading businesses continue to scale up steadily, however, compensatory tariff order, increased operational capacity and improved plant load factor in Power business have resulted in robust performance.

Ø Standalone Financial Results :

On standalone basis, your Company registered gross revenue of Rs. 12,993.46 Crore as compared to Rs. 12,504.91 Crore in the previous year. During the year, the Company incurred a loss of Rs. 178.70 Crore primarily due to foreign exchange impact on account of depreciation of the Rupee against major currencies.

DIVIDEND

Your Directors have recommended a dividend of 140% (Rs. 1.40/- per Equity Share of Rs. 1 each) to be appropriated from the accumulated profits of the Company. The said dividend, if approved by the Members, would involve a cash outflow of Rs. 153.97 Crore including tax thereon (net of credit) (previous year Rs. 154.96 Crore) of the standalone accumulated profits of the Company.

FIXED DEPOSITS

During the year under review, your Company has not accepted any fixed deposits within the meaning of Section 58A of the Companies Act, 1956 and the rules made thereunder.

CORPORATE GOVERNANCE

To comply with conditions of Corporate Governance, pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, Reports on Management Discussion and Analysis & Corporate Governance and Statutory Auditors'' Certificate are included in the Annual Report.

FORMATION OF VARIOUS COMMITTEES

Details of various committees constituted by the Board of Directors as per the provisions of Clause 49 of the Listing Agreement and Companies Act, 2013 are given in the Corporate Governance Report annexed and form part of this report.

DIRECTORS

Mr. Devang S. Desai, Executive Director and CFO of the Company resigned w.e.f. 17th May, 2014. The Board places on record its deep appreciation of the valuable services rendered as well as advice and guidance provided by Mr. Desai during his tenure.

Mr. Ameet H. Desai was appointed as an Additional Director and CFO by the Board at its meeting held on 17th May, 2014. He was also appointed as an Executive Director of the Company subject to approval of members at the ensuing Annual General Meeting. As an additional director, he holds office upto the ensuing Annual General Meeting. The Company has received notice from a member under Section 160 of the Companies Act, 2013 proposing his appointment as a Director of the Company.

The Company had, pursuant to the provisions of clause 49 of the Listing Agreement entered into with Stock Exchanges, appointed Mr. Anil Ahuja, Mr. S.K. Tuteja, Dr. Ravindra H. Dholakia and Mr. Berjis Desai as Independent Directors of the Company. As per Section 149(4) of the Companies Act, 2013, which came into effect from 1st April, 2014, every listed public Company is required to have at least one-third of the total number of directors as Independent Directors.

In accordance with the provisions of Section 149 of the Act, these Directors are being appointed as Independent Directors to hold office as per their tenure of appointment mentioned in the Notice of the forthcoming Annual General Meeting (AGM) of the Company.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Companies Act, 2013 and under Clause 49 of the Listing Agreement with the Stock Exchanges.

Pursuant to the requirements of the Companies Act, 2013 and Articles of Association of the Company,

Mr. Vasant S. Adani, Director of the Company retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

Further, in terms of Section 152 of the Companies Act, 2013 your Board recommends for shareholders'' approval, the period of office of Mr. Rajesh S. Adani, Managing Director of the Company, to be liable to determination by rotation.

Brief resume of the Directors proposed to be appointed / re-appointed, nature of their expertise and other details as stipulated under Clause 49 of the Listing agreement are provided in the Notice convening the Annual General Meeting forming part of this Annual Report.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956, with respect to Directors'' Responsibility Statement, the Board of Directors of the Company hereby confirm that:

1. In preparation of the annual accounts for the financial year ended 31st March, 2014, the applicable accounting standards have been followed;

2. The Board of Directors of the Company have selected appropriate accounting policies and applied them consistently and made judgments and estimates 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, 2014 and of the profit and cash flow of the Company for the year ended on that date;

3. Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities;

4. The annual accounts have been prepared on a going concern basis.

SUBSIDIARY COMPANIES

Your Company had 73 (direct and indirect) subsidiaries as on 31st March, 2013. During the year, the following changes have taken place in subsidiary Companies: Ø Subsidiary companies formed/acquired:

1. Adani Shipyard Pvt. Ltd. (Subsidiary of Adani Ports and Special Economic Zone Ltd.)

2. Adani Hospitals Mundra Pvt. Ltd. (Subsidiary of Adani Ports and Special Economic Zone Ltd.)

3. Adani Transmission (India) Ltd. (Name changed from Adani Transmission (Gujarat) Ltd. to Adani Transmission (India) Ltd. w.e.f. 13th February, 2014) {Subsidiary of Adani Power Ltd.}

4. Adani Transmission (Maharashtra) Ltd. (Subsidiary of Adani Power Maharashtra Ltd., which is a subsidiary of Adani Power Ltd.)

5. Adani Transmission Ltd. (Subsidiary of the Company)

6. Adani Synenergy Ltd. (Subsidiary of the Company)

7. Adani Ennore Container Terminal Pvt. Ltd. (Subsidiary of Adani Ports and Special Economic Zone Ltd.)

8. Adani Agri Logistics (MP) Ltd. (Subsidiary of the Company)

Ø Cessation of the Subsidiary Company:

1. Miraj Impex Pvt. Ltd. (Subsidiary of the Company)

In view of above, the total number of subsidiaries as on 31st March, 2014 was 80.

Adani Power Dahej Ltd., Adani Pench Power Ltd., and Kutchh Power Generation Ltd. ceased as subsidiaries of Adani Power Ltd. and became direct 100% subsidiaries of the Company w.e.f. 28th September, 2013.

Adani International Container Pvt. Ltd. became subsidiary of the Company w.e.f. 12th September, 2013 and ceased as subsidiary of the Company w.e.f. 24th March, 2014.

Other than the above, there has been no material change in the nature of the business of the subsidiary companies.

Pursuant to the General Exemption under Section 212(8) of the Companies Act, 1956 granted by Ministry of Corporate Affairs vide its circular no. 02/2011 dated 8th February, 2011 and in compliance with the conditions enlisted therein, the Audited Statement of Accounts and the Auditors'' Reports thereon for the financial year ended 31st March, 2014 along with the Reports of the Board of Directors of the Company''s subsidiaries have not been annexed.

The Annual Accounts and related documents of the Subsidiary Companies shall be made available for inspection at the Registered Office of the Company. The Company will also make available these documents upon request by any member of the Company interested in obtaining the same.

As directed by the said circular, the financial data of the Subsidiaries have been furnished under ''Subsidiary Companies Particulars'' forming part of this Annual Report.

The Company announces consolidated financial results on a quarterly basis. Further, pursuant to Accounting Standard AS-21 issued by the Institute of Chartered Accountants of India, Consolidated Financial Statements presented by the Company in this Annual Report includes the financial information of its subsidiaries.

CORPORATE SOCIAL RESPONSIBILITY

The details of Corporate Social Responsibility (CSR) carried out by the Company are appended in the Annexure to the Directors'' Report.

The particulars of the CSR committee constituted by the Company pursuant to the provisions of Section 135 of the Companies Act, 2013 and the rules forming part of the same are included in the Corporate Governance Report annexed and forming part of this Annual Report.

BUSINESS RESPONSIBILITY REPORT

SEBI, vide its Circular CIR/CFD/DIL/8/2012 dated August 13, 2012 mandated the top 100 listed entities, based on market capitalisation at BSE and NSE, to include Business Responsibility Report as part of the Annual Report describing the initiatives taken by the Companies from Environmental, Social and Governance perspective.

Accordingly, the Business Responsibility Report is attached and forms part of this Annual Report.

AUDITORS & AUDITORS'' REPORT

The Statutory Auditors of the Company, M/s. Dharmesh Parikh and Co., Chartered Accountants retire at the conclusion of the ensuing Annual General Meeting. The said Statutory Auditors have confirmed their eligibility and willingness to accept the office on re-appointment. The necessary resolution seeking your approval for re-appointment of Statutory Auditors has been incorporated in the Notice convening the Annual General Meeting.

The Board has duly reviewed the Statutory Auditors'' Report on the Accounts. The observations and comments, if any, appearing in the Auditors'' Report are self-explanatory and do not call for any further explanation / clarification by the Board of Directors.

COST AUDITORS

The Company has appointed Ms. Koushlya V. Melwani, Practising Cost Accountant to conduct audit of cost records of solar power plant of the Company for the year ended 31st March, 2014. The Cost Audit Report for the year 2012-13 was filed before the due date with the Ministry of Corporate Affairs.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO.

Information pursuant to Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 regarding conservation of energy, technology absorption and foreign exchange earnings and outgo are set out as an annexure to the Directors'' Report.

PARTICULARS OF EMPLOYEES

The information required under Section 217(2A) of the Companies Act, 1956 and the Rules made thereunder, in respect of the employees of the Company, is provided in the Annexure forming part of this Directors Report. In terms of Section 219(1)(b)(iv) of the Companies Act, 1956, the Annual Report excluding the aforesaid information is being sent to all the members of the Company and others entitled thereto. Any member interested in obtaining a copy of such particulars may write to the Company Secretary at the Registered Office of the Company. The said information is also available for inspection by any member at the Registered Office of the Company.

The Company maintained healthy, cordial and harmonious industrial relations at all levels.

HUMAN RESOURCES

Your Company, being a flagship Company of "Adani Group", believes in implementing best in class people processes and practices that will augment achieving Company''s vision and goal well in advance. Your Company ensures that employees gain ample opportunities for personal and professional growth. We recognize that these processes of internationalization involve adopting and embracing a multi-cultural work ethos - while retaining our core value of Courage – Trust – Commitment. Your Company endeavors to integrate HR processes & practices with business strategies to provide employees the opportunity to fulfil their career aspirations and development needs at the same time encourages its employees to think laterally and nurtures a feeling of ownership.

Your Company''s focus has been on attracting, developing and retaining talents on continuous basis. HR has implemented many focused interventions including training & development programmes for business continuity & sustainability. These interventions are not limited to technical and functional domains; they also encompass behavioural and managerial aspects.

ACKNOWLEDGEMENTS

Your Directors acknowledge the support and assistance extended by the Government of India, various State Governments and Government Departments, Financial institutions, Bankers, Shareholders and Investors at large and look forward to having the same support in our endeavors. Your Directors also wish to convey their appreciation to all of the Company''s employees for their enormous personal efforts as well as their collective contribution to the Company''s performance.

For and on behalf of the Board of Directors

Place : Ahmedabad Rajesh S. Adani Devang S. Desai

Date : 17th May, 2014 Managing Director Executive Director and CFO


Mar 31, 2013

The Directors take pleasure in presenting the 21st Annual Report together with the Audited Statement of Profit and Loss for the year ended March 31, 2013 and Balance Sheet as on that date.

FINANCIAL PERFORMANCE SUMMARY

(Rs. in Crores)

Particulars Consolidated Results Standalone Results

2012-13 2011-12 2012-13 2011-12

FINANCIAL RESULTS

Total Revenue 47,351.63 39,903.77 12,504.28 5,743.85

Total Expenditure other than Finance Charges and 40,453.94 34,357.81 11,736.00 5,159.83 Depreciation

Gross Profit before Depreciation, Finance charges and Tax 6,897.69 5,545.96 768.28 584.02

Finance Costs 3,492.93 1,825.56 302.57 165.03

Depreciation, Amortization and Impairment Expense 2,297.86 1,223.99 57.55 29.90

Profit for the year before Exceptional and Extra Ordinary 1,106.90 2,496.41 408.16 389.09 Items and Tax

Add / (Less) Exceptional Items 898.33 (0.02) 202.99 (2.01)

Profit for the year before Extra Ordinary Items and Tax 2,005.23 2,496.39 611.15 387.08

Add / (Less) Extraordinary Items - - - -

Profit for the year before Taxation 2,005.23 2,496.39 611.15 387.08

Total Tax Expenses 787.66 476.06 91.31 25.36

Net Profit before Minority Interest 1,217.57 2,020.32 519.84 361.72

Add / (Less) Share of Minority Interest 395.41 (181.12) - -

Net Profit for the year after Minority Interest 1,612.98 1,839.21 519.84 361.72

APPROPRIATIONS

Net Profit for the year after Minority Interest 1,612.98 1,839.21 519.84 361.72

Balance brought forward from previous year-Profit / (Loss) 5,733.60 4,225.35 1,430.50 1,246.60

Less : Minority loss absorbed by Holding Company - (0.22) - -

Add : On account of Amalgamation (13.45) - - -

Amount available for appropriations 7,333.13 6,064.34 1,950.34 1,608.32

Less : appropriations

Proposed Dividend on Equity Shares 153.97 109.98 153.97 109.98

Tax on Dividend (including surcharge) (net of credit) 34.93 43.02 8.54 17.84

Credit of Tax on Dividend Earlier year Adjustment (7.56) - (7.55) -

Transfer to General Reserve 194.15 141.22 60.00 50.00

Transfer to Debenture Redemption Reserve 53.55 36.41 - -

Transfer to Capital Redemption Reserve 0.11 0.11 - -

Balance carried to Balance Sheet 6,903.97 5,733.60 1,735.38 1,430.50

PERFORMANCE OFYOUR COMPANY

During the year under review, your Company continues its focus on consolidation and transformation, reducing its overall leverage and posted yet another year of encouraging overall performance reflecting the inherent strength of your Company''s low cost business model, operational excellence and a balanced de-risked portfolio.

- Consolidated Financial Results:

The audited Consolidated financial statements of your company as on 31st March, 2013, which form part of the annual report, have been prepared pursuant to Clause 41 of the Listing Agreement entered into with the Stock exchanges, in accordance with provisions of the Companies Act, 1956, the Accounting Standards AS-21 on Consolidated Financial Statements read with Accounting Standard 23 on Accounting for investments in Associates and AS-27 on Financial Reporting of Interest in Joint Ventures.

Your Company''s consolidated income increased by 19% to Rs. 47,351.63 Crore, against Rs. 39,903.77 Crore in the previous year. The consolidated EBIDTA rose by 24% to Rs. 6,897.69 Crore againstRs. 5,545.96 Crore in the last year. The consolidated net profit stood at Rs. 1,612.98 Crore.

- Standalone financial Results:

On standalone basis, your Company registered gross revenue of Rs. 12,504.28 Crore as compared to Rs. 5,743.85 Crore in the previous year. The net profit after tax stood at Rs. 519.84 Crore as against Rs.361.72 Crore in the previous year.

DIVIDEND

Considering the Company''s financial performance, your Directors have recommended a dividend of 140% (Rs. 1.40 each per Equity Share of Rs. 1 each) to be appropriated from the profits of the year 2012-13 (Previous year 100% i.e Rs. 1 each per Equity Share of Rs. 1 each). The said dividend, if approved by the Members, would involve a cash outflow of Rs. 154.96 Crore including tax thereon (net of credit) (previous year Rs. 127.82 Crore) of the standalone profits of the Company.

FIXED DEPOSITS

During the year under review, your Company has not accepted any fixed deposits within the meaning of Section 58A of the Companies Act, 1956 and the rules made there under and as on March 31, 2013 the Company had no unclaimed deposits or interest thereon due to any depositor.

CORPORATE GOVERNANCE

To comply with conditions of Corporate Governance, pursuant to Clause 49 of the Listing Agreements with the Stock Exchanges, a Management Discussion and Analysis, Report on Corporate Governance and Statutory Auditors'' Certificate are included in the Annual Report.

FORMATION OF VARIOUS COMMITTEES

Details of various committees constituted by the Board of Directors as per the provisions of Clause 49 of the Listing Agreement and Companies Act, 1956 are given in the Corporate Governance Report annexed and form part of this report.

DIRECTORS

During the year under review, Mr. Yoshihiro Miwa, Non Executive and Non Independent Director of the Company resigned w.e.f. 24th December, 2012. Consequently, Mr. Tatsuo Fuke also ceased to be an alternate director with effect from the said date. The Board places on record its deep appreciation of the valuable services rendered as well as advice and guidance provided by Mr. Yoshihiro Miwa during his tenure.

Mr. Berjis Desai was appointed as an Additional Director with effect from 3rd December, 2012, in accordance with Article 76 of the Articles of Association of the Company and Section 260 of the Companies Act, 1956 ("the Act"). Mr. Berjis Desai & Dr. Ravindra Dholakia hold office only upto the date of the forthcoming Annual General Meeting (AGM) and a Notices under Section 257 of the Act has been received from Member(s) signifying their intention to propose Mr. Berjis Desai&Dr. Ravindra Dholakia as Directors of the Company.

Dr. Pravin P. Shah, Ex. Non Executive and Independent Director of the Company passed away on December 4,2012. The tenure of Mr. Gautam S. Adani, Executive Chairman of the Company will expire on 30th November, 2013. The Remuneration Committee and the Board of Directors at their respective meetings held on 20th May, 2013 recommended and approved the re-appointment of and payment of remuneration to Mr. Gautam S. Adani as Executive Chairman of the Company for a further period of five years i.e. upto 30th November, 2018, subject to the approval of shareholders. The terms and conditions for his re-appointment are contained in the Explanatory Statement forming part of the notice of the ensuing Annual General Meeting.

Pursuant to the requirements of the Companies Act, 1956 and Articles of Association of the Company, Mr. Vasant S. Adani and Mr. Anil Ahuja, Directors of the Company retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

Brief resume of the Directors proposed to be appointed / re-appointed, nature of their expertise and other details as stipulated under Clause 49 of the Listing agreement are provided in the Notice for convening the Annual General Meeting forming part of thisAnnual Report.

DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to Section 217(2AA) of the Companies Act, 1956, with respect to Directors'' Responsibility Statement, the Board of Directors of the Company hereby confirm that:

1. In preparation of the annual accounts for the financial year ended 31st March, 2013, the applicable accounting standards have been followed ;

2. The Board of Directors of the Company have selected appropriate accounting policies and applied them consistently and made judgments and estimates 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, 2013 and of the profit and cash flow of the Companyfortheyearended on thatdate;

3 Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities;

4. The annual accounts have been prepared on a going concern basis.

SUBSIDIARYCOMPANIES

Your Company had 103 (direct and indirect) subsidiaries as on March 31,2012. During the year, the following changes have taken place in subsidiary Companies:

- Subsidiary Companies formed/acquired:

1. Adani Warehousing Services Private Limited (Subsidiary of Adani Ports and Special Economic Zone Ltd.)

2. Galilee Transmission Holdings Pty Ltd., Australia (Subsidiary of Adani Mining Pty Ltd., Australia)

3. Galilee Transmission Pty Ltd., Australia (Subsidiary of Galilee Transmission Holdings Pty Ltd., Australia)

- Companies ceasing to be subsidiary Companies:

As you are aware, during the year under review, the Company had disposed off its investment in Subsidiary Company, Adani Infrastructure and Developers Pvt. Ltd., (AIDPL). Accordingly, M/s. AIDPLand itssubsidiary Companies ceased to be subsidiaries/step down subsidiaries of the Companies:

1. Adani Infrastructure and Developers Pvt. Ltd., (AIDPL)

2. Adani Estates Pvt. Ltd. (Subsidiary of AIDPL)

3. Adani Developers Pvt. Ltd. (Subsidiary of AIDPL)

4. Adani Land Developers Pvt. Ltd. (Subsidiary of AIDPL)

5. Adani Landscapes Pvt. Ltd. (Subsidiary of AIDPL)

6. Swayam Realtors and Traders LLP (formerly Swayam Realtors and Traders Ltd.) (Subsidiary of AIDPL)

7. Columbia Chrome (India) Pvt. Ltd. (Subsidiary of AIDPL)

8. Lushgreen Landscapes Pvt. Ltd. (Subsidiary of AIDPL)

9. Jade Food and Properties Pvt. Ltd. (Subsidiary of AIDPL)

10. Jade Agri Land Pvt. Ltd. (Subsidiary of AIDPL)

11. Jade Agricultural Co. Pvt. Ltd. (Subsidiary of AIDPL)

12. Adani Mundra SEZ Infrastructure Pvt. Ltd. (Subsidiary of AIDPL)

13. Rajendra AgriTrade Pvt. Ltd. (Subsidiary of AIDPL)

14. RohitAgriTrade Pvt. Ltd. (Subsidiary of AIDPL)

15. Aaloka Real Estate Pvt. Ltd. (Subsidiary of AIDPL)

16. Shantigram Estate Management Pvt. Ltd. (SEMPL) (Subsidiary of AIDPL)

17. Belvedere Golf and Country club Pvt. Ltd. (Subsidiary of SEMPL)

18. Shantigram Utility Services Pvt Ltd. (Subsidiary of SEMPL)

19. Panchdhara Agro Farms Pvt. Ltd. (Subsidiary of SEMPL)

20. Mundra PowerSEZLtd. (Subsidiary of Adani PowerLtd.)

21. Adani Power Pte. Ltd., Singapore (Subsidiary of Adani PowerLtd.)

22. Adani Power (Overseas) Ltd., Dubai (Subsidiary of Adani PowerLtd.)

23. PT Kapuas Coal Mining, Indonesia. (Subsidiary of PTSumber Dana Usaha)

24. PT Andalas Bumi Persada, Indonesia (Subsidiary of PT Sumber Dana Usaha)

25. PTCitra Persada Luhur, Indonesia (Subsidiary of PTSumberDana Usaha)

26. PT Pahala Buana Abadi, Indonesia (Subsidiary of PT Sumber Dana Usaha)

27. PT Sumber Bumi Lestari, Indonesia (Subsidiary of PT Sumber Dana Usaha)

28. Rajasthan SEZ Pvt. Ltd. (Subsidiary of Adani Ports and Special Economic Zone Ltd.)

29. Adani International Container Terminal Pvt. Ltd. (Subsidiary of Adani Ports and Special Economic Zone Ltd.)

30. Adani Abbot Point Terminal Holdings Pty Ltd. (Subsidiary of Adani Ports and Special Economic Zone Ltd.)

31. Mundra Port Pty Ltd. (Subsidiary of Adani Ports and Special Economic Zone Ltd.)

32. Adani Abbot Point Terminal Pty Ltd. (Subsidiary of Adani Abbot Point Terminal Holdings Pty Ltd.)

33. Mundra Port Holdings Pty Ltd., (Subsidiary of Mundra Port Pty Ltd.)

In view of above, the total number of subsidiaries as on March 31,2013 was 73.

Other than the above there has been no material change in the nature of the business of the subsidiary companies.

Pursuant to the General Exemption under Section 212(8) of the Companies Act, 1956 granted by the Ministry of Corporate Affairs vide its circular no. 02/2011 dated 8th February, 2011 and in compliance with the conditions enlisted therein, the Audited Statement of Accounts and the Auditors'' Reports thereon for the financial year ended 31st March, 2013 along with the Reports of the Board of Directors of the Company''s subsidiaries have not been annexed.

The Annual Accounts and related documents of the Subsidiary Companies shall be made available for inspection at the Registered Office of the Company. The Company will also make available these documents upon request by any Member of the Company interested in obtaining the same.

As directed by the said circular, the financial data of the Subsidiaries have been furnished under ''Subsidiary Companies Particulars'' forming part of the Annual Report.

The Company announces consolidated financial results on a quarterly basis. Further, pursuant to Accounting Standard AS-21 issued by the Institute of Chartered Accountants of India, Consolidated Financial Statements presented by the Company in this Annual Report includes the financial information of its subsidiaries.

CORPORATE SOCIAL RESPONSIBILITY

The Adani Foundation is the Corporate Social Responsibility (CSR) arm for Adani Group, committed to attain the betterment of the communities in and around the sites of business operations. With a commitment to improve the lives of the people by fostering sustainable and integrated development of the communities, Adani Foundation is carefully increasing its CSR footprints to cover more families. It reaches to 6 states, more than 175 Villages/Towns/Cities and more than 1,65,000 families; touching lives to make difference. At present, it renders its services in core areas of Education, Community Health, Sustainable Livelihood and Rural Infrastructure Development Adani Foundation runs Adani Vidya Mandir (AVM), a school with difference for underprivileged children. It aims to impart quality education and inculcate the habits of discipline, regularity as well as character building among the students. Adani Foundation is also engaged in improving the quality of health services, through easy accessibility of the services to the community. Committed to "Health for all", the Foundation works towards improving the quality of life of the people by promoting sustainable livelihoods. Special emphasis is given to the marginalized communities such as women in need and fisher folk with the vision to change the face of the rural communities, it has particularly focused on developing and harvesting water resources in dry area. Adani Foundation has developed rural infrastructures such as approach roads, school buildings, health care facilities, recreational zones like garden, sports ground and water storage tanks.

BUSINESS RESPONSIBILITY REPORT

SEBI, vide its Circular CIR/CFD/DIL/8/2012 dated August 13, 2012, mandated the top 100 listed entities, based on market capitalisation at BSE and NSE, to include Business Responsibility Report as part of the Annual Report describing the initiatives taken by the Companies from Environmental, Social and Governance perspective.

Accordingly, the Business Responsibility Report is attached and forms part of the Annual Report.

AUDITORS & AUDITORS'' REPORT

The Statutory Auditors of the Company, M/s. Dharmesh Parikh and Co., Chartered Accountants retire at the conclusion of the ensuing Annual General Meeting. The said Statutory Auditors have confirmed their eligibility and willingness to accept the office on re-appointment. The necessary resolution seeking your approval for re- appointmentof Statutory Auditors has been incorporated in the Notice convening the Annual General Meeting.

The Board has duly reviewed the Statutory Auditors'' Report on the Accounts. The observations and comments, if any appearing in the Auditors'' Report are self-explanatory and do not call for any further explanation / clarification by the Board of Directors under Section 217(3) of the Companies Act, 1956.

COSTAUDITORS

Pursuant to the provisions of section 233B of the Companies Act, 1956, Ms. Koushlya V. Melwani, Practising Cost Accountant have been appointed to conduct audit of cost records of solar power plant of the Company for the year ended 31st March 2013. The Cost Audit Report for the year 2011-12 was filed before the due date with the Ministry of Corporate Affairs.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO.

Information pursuant to Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 regarding conservation of energy, technology absorption and foreign exchange earnings and outgo are set out as an annexure to the Directors'' Report.

PERSONNEL

The information required under section 217(2A) of the Companies Act, 1956 and the Rules made thereunder, in respect of the employees of the Company, is provided in the Annexure forming part of this Directors Report. In terms of Section 219(1)(b)(iv) of the companies Act, 1956, the Annual Report excluding the aforesaid information is being sent to all the members of the company and others entitled thereto. Any member interested in obtaining a copy of such particulars may write to the Company Secretary at the Registered office of the Company. The said information is also available for inspection by any member at the Registered Office of the Company

The Company maintained healthy, cordial and harmonious industrial relations at all levels..

HUMAN RESOURCES

Your Company, being a flagship Company of "Adani Group", believes that people are the biggest strength in line with its vision to create a world-class organization. Your Company focuses on learning and development, to enhance the knowledge & skill and preparing its people to face the challenges. During the year, your Company has continuously upgraded the training infrastructure and organised various training programmes for enhancing personal and professional skills of its employees.

ACKNOWLEDGEMENTS

Your Directors acknowledge the support and assistance extended by the Government of India, various state Governments and Government Departments, Financial institutions, Bankers, Shareholders and Investors at large and look forward to having the same support in our endeavors. Your Directors also wish to convey their appreciation to all of the Company''s employees for their enormous personal efforts as well as their collective contribution to the Company''s performance.

For and on behalf of the Board of Directors

Place: Ahmedabad GAUTAM S. ADANI

Date : 20th May, 2013 Chairman


Mar 31, 2012

The are pleased to present the report on our businesses and operations for the year ended March 31, 2012.

RESULTS OF OUR OPERATIONS

The financial performance of the Company for the year ended March 31, 2012 is summarized below :

(Rs. In Crores)

Particulars Consolidated Results Standalone Results

2011-12 2010-11 2011-12 2010-11

Total revenue 39,903.77 26,826.74 5,743.85 3,454.50

Total Expenditure other than Finance Charges and 34,357.81 22,312.77 5,159.83 3,053.56 Depreciation

Gross Profit before Depreciation, Finance costs and Tax 5,545.96 4,513.97 584.02 400.94

Finance Costs 1,825.56 633.77 165.03 74.62

Depreciation, Amortization and Impairment Expense 1,223.99 558.55 29.90 13.27

Profit for the year before Exceptional and Extra Ordinary 2,496.41 3,321.65 389.09 313.05

Items and Tax Add/(Less) Exceptional Items (0.02) (48.56) (2.01) (49.20)

Profit for the year before Extraordinary Items and Tax 2,496.39 3,273.09 387.08 263.85

Add / (Less) Extraordinary Items - - - -

Profit for the year before Taxation 2,496.39 3,273.09 387.08 263.85

Total Tax Expenses 476.06 447.19 25.36 (5.26)

Net Profit before Minority Interest 2,020.32 2825.90 361.72 269.11

Share of Minority Interest (181.12) (349.81) - -

Net Profit for the year after Minority Interest 1,839.21 2,476.09 361.72 269.11

Appropriations

Proposed Dividend on Equity Shares 109.98 109.98 109.98 109.98

Dividend for earlier year - 11.38 - 11.38

Tax on Dividend (including surcharge) 43.02 20.40 17.84 20.39

Dividend cancelled due to cancellation of Cross Holding in - (5.56) - (5.56)

Amalgamated Entities

Transfer to General Reserve 141.22 128.64 50.00 50.00

Transfer to Debenture Redemption Reserve 36.41 85.42 - -

Transfer to Capital Redemption Reserve 0.11 0.11 - -

Transfer to Capital Reserve - 1.56 - -

COMPANY'S PERFORMANCE

In spite of various constraints and challenging environment, your Company continued to strengthen its core businesses in Resources, Logistics and Energy Sectors and has maintained growth potential in the global market. The results are obviously impacted by this environment, however going forward, in the coming year, we believe that many of the issues impacting the financial performance of the Company will be resolved.

For the year ended March 31, 2012, Consolidated Income increased by 49% to Rs. 39,903.77 Crores against Rs. 26,826.74 Crores in the previous year. The consolidated EBIDTA rose by 23% to Rs. 5,545.96 Crores against Rs. 4,513.97 Crores in the last year, driven by higher contribution from Coal Trading & Port Businesses. The Consolidated Net Profit stood at Rs. 1,839.21 Crores compared to Rs. 2,476.09 Crores in the last fiscal. The Port and Coal Trading businesses had a robust growth, higher fuel costs in the power business affected our profit.

On standalone basis, your Company registered gross revenue of Rs. 5,743.85 Crores as compared to Rs. 3,454.50 Crores in the previous year. The Net Profit After Tax registered growth of 34% and stood at Rs. 361.72 Crores as against Rs. 269.11 Crores in the previous year.

NEW CORPORATE IDENTITY

During the year under review, new logo adani of the Adani Group was launched. The brand mark is the signature of our brand identity.

The logo reflects the ambition and ability to absorb various colors of cultures and nationalities. And reflects the ability to dream, the ability to move fast and the ability to achieve.

The logo is the symphony of colors. Symphony of colors of the Adani Group's 3 integrated businesses. Green of resources like coal and oil & gas, Blue of logistics like ports and railways and Orange of Energy like power and gas. The mark is designed to tell the story of integration and acting as one.

Your Company has pioneered a unique leadership initiative to transform itself into an integrated business player and to focus on three core businesses of resources, logistics and energy. These three businesses are strong enough on their own and bring synergy for the stakeholders. The Adani Group would continue to build its strengths in these core sectors nationally and internationally.

The integrated model is well adapted to the infrastructure challenges of fast-growing countries such as India. It offers security of supply for coal and other essential imports while mitigating price and political risk.

Integration multiplies the benefits of synergies and economies of scale for us, our customers and stakeholders.

DIVIDEND

Considering the Company's financial performance, your Directors have recommended a dividend of 100% (Rs. 1 each per Equity Share of Rs. 1 each) to be appropriated from the profits of the year 2011-12 (Previous year 100% i.e Rs. 1 each per Equity Share of Rs. 1 each).

FIXED DEPOSITS

During the year under review, your Company has not accepted any fixed deposits within the meaning of Section 58A of the Companies Act, 1956 and the rules made there under and as on March 31, 2012 the Company had no unclaimed deposits or interest thereon due to any depositor.

CORPORATE GOVERNANCE

Your Company is committed to focus on good Corporate Governance practices in line with emerging local and global standards. Your Company has implemented the mandatory conditions of Corporate Governance as contained in Clause 49 of listing agreement. Separate reports on Corporate Governance and Management Discussion and Analysis along with necessary certificates form part of this report.

FORMATION OF VARIOUS COMMITTEES

Details of various committees constituted by the Board of Directors as per the provisions of Clause 49 of the Listing Agreement and Companies Act, 1956 are given in the Corporate Governance Report as annexed and forming part of this report.

DIRECTORS

Your Directors inform with grief the sad demise of Dr. A. C. Shah, a Non Executive and Independent Director of the Company on 16th January, 2012 who had been associated with your Company since June - 1996. Your Directors place on record their sincere appreciation for the valuable services rendered by Dr. Shah.

Dr. Ravindra Dholakia was appointed as Director w.e.f. 21st May, 2012 in order to fill up the casual vacancy caused due to sad demise Dr. A. C. Shah. Dr. Dholakia will hold office upto the date upto which Dr. Shah would have hold office in normal circumstances.

Mr. Jay H. Shah and Dr. Pravin P. Shah, Directors of the Company retired as Directors of the Company w.e.f. 29th June, 2012 in accordance with the retirement policy for Non-Executive Independent Directors' of the Company. The Board places on record its sincere appreciation for the valuable contribution and guidance rendered by them during their tenure with the Company

Pursuant to the requirements of the Companies Act, 1956 and Articles of Association of the Company, Mr. Yoshihiro Miwa and Mr. Devang S. Desai, Directors of the Company retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

Brief resume(s) of the Directors proposed to be appointed / re-appointed, nature of their expertise and other details as stipulated under Clause 49 of the Listing agreement are provided in the Notice for convening the Annual General Meeting forming part of this Annual Report.

DIRECTORS' RESPONSIBILITY STATEMENT

As required under Section 217(2AA) of the Companies Act, 1956, with respect to Directors' Responsibility Statement, the Board of Directors of the Company hereby confirm that:

1. In preparation of the annual accounts for the financial year ended 31st March, 2012, the applicable accounting standards have been followed;

2. The Board of Directors of the Company have selected appropriate accounting policies and applied them consistently and made judgments and estimates 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, 2012 and of the profit and cash flow of the Company for the year ended on that date;

3. Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities;

4. The annual accounts have been prepared on a going concern basis.

SUBSIDIARY COMPANIES

Your Company has diversified interests in Power, Mining, Oil and Gas Explorations, Natural Gas distribution businesses supported by Port, Shipping and Trading activities through its various subsidiary / joint venture Companies.

Your Company had 89 subsidiaries at the beginning of the year.

During the year, the following changes have taken place in subsidiary Companies:

Subsidiary Companies formed/acquired:

1. Adani Vizag Coal Terminal Private Limited [Subsidiary of Adani Ports and Special Economic Zone Ltd. (APSEZL)}

2. Adani International Container Terminal Private Limited (Subsidiary of APSEZL)

3. Mundra Port Pty Ltd, Australia (Subsidiary of APSEZL)

4. Mundra Port Holdings Pty Ltd., Australia (Subsidiary of Mundra Port Pty. Ltd., Australia)

5. Aanya Maritime Inc, Panama (Subsidiary of Adani Shipping Pte. Ltd., Singapore)

6. Aashna Maritime Inc, Panama (Subsidiary of Adani Shipping Pte. Ltd., Singapore)

7. Adani Abbot Point Terminal Holdings Pty Ltd., Australia (Subsidiary of APSEZL)

8. Adani Abbot Point Terminal Pty Ltd., Australia (Subsidiary of Adani Abbot Point Terminal Holdings Pty Ltd., Australia)

9. Adani Minerals Pty Ltd., Australia (Subsidiary of Adani Global Pte. Ltd., Singapore)

10. Adani Chendipada Mining Pvt. Ltd. (Subsidiary of Adani Mining Pvt. Ltd.)

11. AWEL Global Ltd., UAE (Subsidiary of Adani Welspun Exploration Ltd.)

12. Adani Resources Pvt. Ltd. (Subsidiary of Adani Mining Pvt. Ltd.)

13. Surguja Power Pvt. Ltd. (Subsidiary of Adani Mining Pvt. Ltd.)

14. Adani Kandla Bulk Terminal Pvt. Ltd. (Subsidiary of APSEZL)

15. Rajasthan Collieries Ltd.

During the year under review, Adani Cements Ltd. ceased as Subsidiary of your Company. Further, name of the Company's listed subsidiary, Mundra Port and Special Economic Zone Ltd. was changed to Adani Ports and Special Economic Zone Ltd.

In view of above, the total number of subsidiaries as on March 31, 2012 was 103.

Other than the above there has been no material change in the nature of the business of the Subsidiary Companies.

In terms of General Exemption under Section 212(8) of the Companies Act, 1956 granted by Ministry of Corporate Affairs vide its circular no. 02/2011 dated 8th February, 2011 and in compliance with the conditions enlisted therein, the Audited Statement of Accounts and the Auditors' Reports thereon for the financial year ended 31st March, 2012 along with the Reports of the Board of Directors of the Company's subsidiaries have not been annexed with the Balance Sheet of your Company.

The Annual Accounts and related documents of the Subsidiary Companies shall be made available for inspection at the Registered Office of the Company. The same will also be made available upon request by any Member of the Company interested in obtaining the same.

As directed by the said circular, the financial data of the Subsidiaries have been furnished under 'Subsidiary Companies Particulars' forming part of the Annual Report. Further, pursuant to Accounting Standard AS-21 issued by the Institute of Chartered Accountants of India, Consolidated Financial Statements presented by the Company in this Annual Report includes the financial information of its subsidiaries.

CORPORATE SOCIAL RESPONSIBILITY

Corporate Social Responsibility has been at the heart of any Business Development by Adani Group of Companies. Adani Foundation was established with a vision to "accomplish passionate commitment to the social obligations towards communities, fostering sustainable and integrated development, thus improving quality of life". The Adani Foundation works in the core sectors of Education, Community Health, Sustainable Livelihood Development and Rural Infrastructure Development.

The Adani Foundation plays a pivotal role in bringing about Sustainable Development in and around its area of operations which spans across six states, eleven districts and more than 165 villages. Our projects strive to address Millennium Development Goals pledged by U.N. member States.

- Adani Foundation has been in the forefront of Education Sector since its inception. Adani Vidya Mandir, a school set up and managed by Adani Foundation is an innovative experiment to reach out to economically challenged students to have state of art facility along with excellent academic opportunity through Corporate Social Responsibility

- Community Health is another area where our heart is. With our services of Mobile Health Vans, Rural Clinics, medical and specialty camps at doorstep we reach out to people with basic health care facilities.

- Under our Rural Infrastructure Development activities, 16 villages can boast of underground Drainage System along with separate Sewerage Water Purification Plants or specially designed soak pits with partial financial support from WASMO. This will lead to better sanitation and improved health in the villages.

AUDITORS & AUDITORS' REPORT

The Statutory Auditors of the Company, M/s. Dharmesh Parikh and Co., Chartered Accountants retire at the conclusion of the ensuing Annual General Meeting. The said Statutory Auditors have confirmed their eligibility and willingness to accept the office on re-appointment. The necessary resolution seeking your approval for re-appointment of Statutory Auditors has been incorporated in the Notice convening the Annual General Meeting.

The Board has duly reviewed the Statutory Auditors' Report on the Accounts. The observations and comments, if any appearing in the Auditors' Report are self-explanatory and do not call for any further explanation / clarification by the Board of Directors under Section 217(3) of the Companies Act, 1956.

COST AUDITORS

Pursuant to the provisions of section 233B of the Companies Act, 1956, M/s. Koushlya V. Melwani, Practising Cost Accountants have been appointed to conduct audit of cost records of solar power plant of the Company commenced during December, 2011 for the year ended 31st March 2012.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO.

Information pursuant to Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 regarding conservation of energy, technology absorption and foreign exchange earnings and outgo are set out as an Annexure to the Directors' Report.

PERSONNEL

In terms of the provisions of section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975, the names and other particulars of employees are set out in the Annexure to the Directors Report. However, having regard to the provisions of Section 219(1)(b)(iv) of the Companies Act, 1956, the Annual Report excluding the aforesaid information is being sent to all the members of the Company and others entitled thereto. Any member interested in obtaining a copy of such particulars may write to the Company Secretary at the Registered office of the Company. The said information is also available for inspection by any member at the Registered Office of the Company.

The employee strength of your Company as on 31st March, 2012 was 597 as against 478 as on 31st March, 2011. Your Company maintained healthy, cordial and harmonious industrial relations at all levels.

HUMAN RESOURCES

Your Company believes that people are the biggest strength in line with its vision to create a world-class organisation. It focuses on learning and development, to enhance the knowledge & skill and preparing its people to face the challenges. During the year, your Company organised various training programmes for enhancing personal and professional skills of its employees.

ACKNOWLEDGEMENTS

Your Directors take this opportunity to place on record their gratitude to the Central Government, State Governments and Company's Bankers for the assistance, co-operation and encouragement they extended to the Company. Your Directors also wish to place on record their sincere thanks and appreciation for the continuing support and unstinting efforts of Investors, Vendors, Dealers, Business Associates, Joint Venture Partners and Employees in ensuring an excellent all around operational performance.

For and on behalf of the Board of Directors

Place : Ahmedabad GAUTAM S. ADANI

Date : 2nd July, 2012. Chairman


Mar 31, 2011

The Directors have pleasure in presenting the 19th Annual Report of the Company together with its Audited Profit and Loss Account for the year ended 31st March, 2011 and Balance Sheet as on that date.

FINANCIAL RESULTS

Key aspects of your Companys consolidated financial performance and standalone financial results for the year 2010-11 are tabulated below:

(Rs. in Crores)

Consolidated Results Standalone Results

Particulars 2010-11 2009-10 2010-11 2009-10

Sales and Other Income 26,826.74 26,019.48 3,454.51 11,756.09

Total Expenditure other than Finance Charges and Depreciation 22,312.27 24,200.82 3,053.22 11,010.24

Gross Profit before Depreciation, Finance charges and Tax 4,514.47 1,818.66 401.29 745.85

Finance Charges 633.77 603.97 74.62 450.15

Depreciation 558.55 151.46 13.27 12.76

Prior Period Adjustment & Exceptional Items (net) (49.06) 4.30 (49.49) 4.81

Profit before Tax 3,273.09 1,067.52 263.91 287.75

Provision for Tax 447.19 94.48 (5.20) 33.34

Share of Minority Interest 349.81 53.74 - -

Profit after Tax 2,476.09 919.30 269.11 254.41

Surplus brought forward from previous year 1,942.58 1,136.67 990.29 843.95

Balance available for appropriations 4,418.67 2,055.97 1,259.40 1,098.36

Appropriations:

Proposed Dividend on Equity Shares 109.98 49.86 109.98 49.80

Dividend for earlier year 11.40 - 11.39 -

Tax on Dividend (including surcharge) 20.40 8.281 20.39 8.27

Dividend Cancelled Due to Cancellation of Cross Holding In Amalgamated Entity (5.56) - (5.56) -

Interim Dividend on Equity Shares 102.70 - - -

Transfer to General Reserve 150.40 55.25 50.00 50.00

Transfer to Debenture Redemption Reserve 110.24 - - -

Transfer to Capital Reserve 1.71 - - -

Balance carried to Balance Sheet 3,917.40 1,942.58 1,073.20 990.29

Total Appropriation 4,418.67 2,055.97 1,259.40 1,098.36

PERFORMANCE OF YOUR COMPANY

Your Company continued its focus on consolidation, reducing its overall debt and posted yet another year of impressive performance with a healthy topline growth and high earnings, reflecting robustness of its corporate strategy of creating multiple drivers of growth over that of previous year as under:

- Consolidated Financial Results :

Your Companys total consolidated revenue for the year under review increased to t 26,826.74 Crores from t 26,019.48 Crores in the previous year. The profits after tax for the year under review increased to t 2,476.09 Crores as against t 919.30 Crores in the previous year registering a growth of 170%. Growth in your Companys consolidated net worth is 190% signifying robustness of your Companys emphasis on consolidation and building shareholders value.

The Audited Consolidated Financial Statements, based on the financial statements received from subsidiaries and associates, as approved by their respective Board of Directors have been prepared in accordance with Accounting Standard (AS) 21 - Consolidated Financial Statements, Accounting Standard (AS) 23 - Accounting for Investments in Associates and Accounting Standard (AS) 27 - Financial Reporting of interest in Joint Ventures in consolidated financial statement notified under Section 211(3C) of the Companies Act, 1956 read with the Companies (Accounting Standards) Rules, 2006 (as amended). The said consolidated financial statements form part of this Annual Report and Accounts.

- Standalone financial Results :

On standalone basis, your Company registered gross revenue of Rs. 3,454.51 Crores as compared to Rs. 11,756.09 Crores in the previous year. The net profit after tax stood at Rs. 269.11 Crores as against Rs. 254.41 Crores in the previous year.

DIVIDEND ON EQUITY SHARES

Your Board of Directors recommended a dividend of 100% (Rs. 1 each per equity share of Rs. 1 each) to be appropriated from the profits of the year 2010-11 subject to the approval of the shareholders at the ensuing Annual General Meeting. (Previous year 100% i.e. Rs. 1 each per equity share of Rs. 1 each)

SIGNIFICANT DEVELOPMENTS:

- Amalgamation

During the financial year 2010-11, certain promoter entities of M/s Mundra Port & Special Economic Zone Ltd (MPSEZ) i.e Adani Infrastructure Services Private Limited, Advance Tradex Private Limited, Adani Tradelinks Private Limited, Pride Trade and Investment Private Limited, Mauritius, Trident Trade and Investment Private Limited, Mauritius, Radiant Trade and Investment Private Limited, Mauritius and Ventura Trade and Investment Private Limited, Mauritius (hereinafter collectively referred to as "Transferor Companies") have been merged with your Company, pursuant to sanction of Scheme of Amalgamation by the Honble High Court of Gujarat vide its order dated 12th August, 2010.

The certified copy of the said order has been filed with the Registrar of Companies, Gujarat. As a result, the said scheme of amalgamation has become effective from the appointed date (i.e. 1st April, 2010 in case of all transferor companies other than Advance Tradex Private Limited and 20th April, 2010 in case of Advance Tradex Private Limited). Since the scheme of Amalgamation has become effective, M/s MPSEZ has become a subsidiary of your Company with 77.49% shareholding by the Company.

- QIP Issue

In accordance with the approval accorded by the members by way of postal ballot process on 16th June, 2010, your Company has successfully raised Rs. 4,000 Crores through an issue of 7,46,05,987 Equity Shares of Rs. 1 each issued at a price of Rs. 536.15/- per share (including premium of Rs. 535.15/- per share) under Qualified Institutions Placement (QIP). These shares have been listed on Bombay Stock Exchange Limited (BSE) and National Stock Exchange of India Limited (NSE).

CHANGES IN SHARE CAPITAL

The paid-up share capital of your Company on 1st April, 2010 was at Rs. 49,80,26,550/- divided 49,80,26,550 Equity Shares of Rs. 1 each. Add : During the year under report, further shares were issued and allotted as per following details:

- 3,11,26,659 Equity Shares of Rs. 1 each to the members of the Company on Rights basis.

- 3,11,51,800 Equity Shares of Rs. 1 each upon conversion of 21,484 Foreign Currency Convertible Bonds (FCCBs) of USD 10,000 as per

the terms of issuance of FCCBs. 7,46,05,987 Equity Shares of Rs. 1 each under Qualified Institutions Placement (QIP) issues.

- 46,48,99,087* Equity Shares of Rs. 1 each to the Shareholders of Adani Infrastructure Services Private Limited, Advance Tradex

Private Limited, Adani Tradelinks Private Limited, Pride Trade and Investment Private Limited, Mauritius, Trident Trade and Investment Private Limited, Mauritius, Radiant Trade and Investment Private Limited, Mauritius and Ventura Trade and Investment Private Limited, Mauritius pursuant to sanction of Scheme of Amalgamation by the Honble High Court of Gujarat vide its order dated 12th August, 2010. (*After cancellation of 5,56,05,382 Equity Shares of Rs. 1 each on account of cross holding.)

Thus, the issued and paid up share capital of your Company stood increased to Rs. 1,099,810,083/- divided into 1,099,810,083 Equity Shares of Rs. 1 each as on 31st March, 2011 from Rs. 49,80,26,550/- divided 49,80,26,550 Equity Shares of Rs. 1 each as on 31st March, 2010.

During the year under review, the Authorised Share Capital of your Company was increased to 325,32,00,000/- (Rupees Three Hundred Twenty Five Crores and Thirty Two Lacs Only) divided into 320,82,00,000 (Three Hundred Twenty Crores and Eighty Two Lacs) Equity Shares of Rs. 1 (Rupee One only) each and 45,00,000 (Forty Five Lacs) Preference Shares of Rs. 10/- (Rupees Ten Only) each pursuant to the Amalgamation order passed by the Honble High Court of Gujarat dated 12th August, 2010.

FIXED DEPOSITS

Your Company does not accept or hold any fixed deposits within the meaning of Section 58A of the Companies Act, 1956 and the rules made there under and as such, no amount on account of principal or interest on fixed deposits was outstanding as on date of the Balance Sheet.

CORPORATE GOVERNANCE

As required by Clause 49 of the listing agreement, a separate report on Corporate Governance together with a certificate of Statutory Auditors of the Company forms part of this report as per Annexure IV.

FORMATION OF VARIOUS COMMITTEES

Details of various committees constituted by the Board of Directors as per the provisions of Clause 49 of the Listing Agreement and Companies Act, 1956 are given in the Corporate Governance Report annexed and forming part of this report.

DIRECTORS

- Appointment of Mr. S.K. Tuteja as a Director

During the year under review, Mr. S.K. Tuteja was appointed as an Additional Director by the Board at its meeting held on 12th February, 2011. In terms of Section 260 of the Companies Act, 1956, he holds office upto the ensuing Annual General Meeting. The Company has received requisite notice in writing from a member under Section 257 of the Companies Act, 1956 proposing his appointment as Director of the Company liable to retire by rotation.

- Revision in remuneration of Executive Director

On review of the duties and responsibilities assigned to Mr. Devang S. Desai, Executive Director & CFO of the Company and looking to the increase in the complexities and nature of activities of the Company, the Board of Directors of your Company on recommendation of remuneration committee have subject to the approval of members increased the remuneration payable to him as detailed in the Explanatory Statement which is forming part of the Notice of the ensuing Annual General Meeting.

- Retirement by Rotation

Pursuant to the requirements of the Companies Act, 1956 and Articles of Association of the Company, Dr. A.C. Shah, Mr. Vasant S. Adani and Mr. Anil Ahuja, Directors of the Company retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

Brief resume of the Directors proposed to be appointed / re-appointed, nature of their expertise and other details as stipulated under Clause 49 of the Listing agreement are provided in the Notice for convening the Annual General Meeting forming part of this Annual Report.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Directors Responsibility Statement, the Board of Directors of the Company hereby confirm that:

1. In preparation of the annual accounts for the financial year ended 31st March, 2011, the applicable accounting standards have been followed;

2. The Board of Directors of the Company have selected appropriate accounting policies and applied them consistently and made judgments and estimates 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, 2011 and of the profit and cash flow of the Company for the year ended on that date;

3. Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities;

4. The annual accounts have been prepared on a going concern basis.

SUBSIDIARY COMPANIES

Your Company is a global corporation having diversified operations across the globe through its 89 subsidiaries. During the year under review, all subsidiary Companies of your Company continued to contribute to the overall growth of the Company.

Your Company had 50 subsidiaries at the beginning of the year.

The following Forty subsidiaries were set up / acquired during the year :

1. PT Coal Indonesia (Set up by PT Adani Global)

2. PT Mundra Coal (Set up by PT Adani Global)

3. PT Sumber Bara (Set up by PT Adani Global)

4. PT Energy Resources (Set up by PT Adani Global)

5. PT Adani Sumselon (Set up by PT Adani Global)

6. PT Sumber Dana Usaha (Set up by PT Coal Indonesia)

7. PT Setara Jasa (Set up by PT Coal Indonesia)

8. PT Niaga Antar Bangsa (Set up by PT Sumber Bara)

9. PT Niaga Lintas Samudra (Set up by PT Sumber Bara)

10. PT Andalas Bumi Persada (Set up by PT Sumber Dana Usaha)

11. PT Citra Persada Luhur (Set up by PT Sumber Dana Usaha)

12. PT Gemilang Pusaka Pertiwi (Set up by PT Sumber Dana Usaha)

13. PT Hasta Mundra (Set up by PT Sumber Dana Usaha)

14. PT Kapuas Coal Mining (Set up by PT Sumber Dana Usaha)

15. PT Karya Pernitis Sejati (Set up by PT Sumber Dana Usaha)

16. PT Pahala Buana Abadi (Set up by PT Sumber Dana Usaha)

17. PT Sumber Bumi Lestari (Set up by PT Sumber Dana Usaha)

18. PT Suar Harapan Bangsa (Set up by PT Sumber Dana Usaha)

19. PT Tambang Sejahtera Bersama (Set up by PT Sumber Dana Usaha)

20. PT Lamindo Inter Multikon (Set up by PT Niaga Antar Bangsa)

21. PT Mitra Naiga Mulia (Set up by PT Niaga Antar Bangsa)

22. Sarguja Rail Corridor Pvt. Ltd. (Set up by Adani Mining Pvt. Ltd.)

23. Adani Mining Pty Ltd. (Set up by Adani Global Pte. Ltd.)

24. Mundra Port and Special Economic Zone Ltd. (MPSEZ) [pursuant to sanction of Scheme of Amalgamation by the Honble High Court of Gujarat vide its order dated 12th August, 2010.]

25. Mundra SEZ Textile and Apparel Park Private Limited. (Subsidiary of MPSEZ)

26. Karnavati Aviation Private Limited (Subsidiary of MPSEZ)

27. MPSEZ Utilities Private Limited (Subsidiary of MPSEZ)

28. Rajasthan SEZ Private Limited (Subsidiary of MPSEZ)

29. Adani Logistics Limited (Subsidiary of MPSEZ)

30. Mundra International Airport Private Limited (Subsidiary of MPSEZ)

31. Adani Murmugao Port Terminal Private Limited. (Subsidiary of MPSEZ)

32. Adani Hazira Port Private Limited (Subsidiary of MPSEZ)

33. Adani Petronet (Dahej) Port Pvt. Ltd. (Subsidiary of MPSEZ)

34. Hazira Infrastructure Pvt. Ltd. (Subsidiary of MPSEZ)

35. Hazira Road Infrastructure Private Limited (Subsidiary of Adani Hazira Port Private Limited)

36. Chendipada Collieries Pvt. Ltd.

37. Adani Shipping (India) Pvt. Ltd.

38. Mundra LNG Ltd.

39. Chemoil Adani Pte. Ltd. (Set up by Adani Global Ltd.)

40. Chemoil Adani Pvt. Ltd. (Subsidiary of Chemoil Adani Pte. Ltd.)

During the year under review, Adani Virginia Inc ceased as Subsidiary of your Company.

In view of above, the total number of Subsidiaries as on 31st March, 2011 was 89.

The Ministry of Corporate Affairs vide its General Circular No: 2/2011 dated 8th February, 2011 exempted the Holding Companies from attaching Annual Reports of Subsidiary Companies with the Balance Sheet of the Holding Company as per Section 212(8) of the Companies Act, 1956. In view of the same, the individual Annual Reports of Subsidiary Companies are not attached with the Balance Sheet of your Company.

A statement showing brief financial details of the Subsidiaries as per the requirements of aforesaid General Circular is included in the Annual Report.

Shareholders interested in obtaining the statement of Companys interest in the subsidiaries or stand-alone financial statements of the Subsidiary Companies may obtain it by writing to the Asst. Company Secretary of the Company. The same are also available for inspection by any member at the registered office of the Company.

CORPORATE SOCIAL RESPONSIBILITY

Adani Group carries on social welfare activities through a trust namely, "Adani Foundation".

The Adani Foundation was established in 1996 with the vision to "accomplish passionate commitment to the social obligations towards communities, fostering sustainable and integrated development, thus improving quality of life".

The Foundation is registered as a NGO and operates in Gujarat, Himachal Pradesh, Maharashtra & Rajasthan. The Foundation is active in four major areas for all sections of the society:

- Education

- Community Health

- Livelihood Development

- Rural Infrastructure Development

Adani Foundation strives to bring about change in quality of life of communities by working through Sustainable Livelihood Activities and providing quality education which otherwise has become unaffordable now a days.

Adani Foundation also undertakes Skill Development Trainings for specialized services and entrepreneurship for rural youth - men and women. Good number of Youth have been trained in Diesel Engine Repair & Maintenance, Automobile Repair & Maintenance, Beauty Parlor Trainings and Sewing & Garment Making.

AUDITORS & AUDITORS REPORT

Your Companys Statutory Auditors, M/s. Dharmesh Parikh and Co., Chartered Accountants retire at the conclusion of the ensuing Annual General Meeting. The Statutory Auditors have confirmed their eligibility and willingness to accept the office on re-appointment. The necessary resolution seeking your approval for re-appointment of Statutory Auditors has been incorporated in the Notice convening the Annual General Meeting.

The Board has duly reviewed the Statutory Auditors Report on the Accounts. The observations and comments, appearing in the Auditors Report are self-explanatory and do not call for any further explanation / clarification by the Board of Directors under Section 217(3) of the Companies Act, 1956.

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement is presented in a separate section forming part of this report as per Annexure III.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO.

The information relating to foreign exchange earnings and outgo are annexed hereto as Annexure-I and forms part of this report.

Since your Company does not own manufacturing facility, the other particulars relating to conservation of energy and technology absorption stipulated as per Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988, are not applicable.

GROUP

Pursuant to intimation from the Promoters, the names of the Promoters and entities comprising Group are disclosed in the Annual Report for the purpose of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 1997.

PERSONNEL

In accordance with the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended up-to-date, the names and other particulars of the Employees have been set out in the Annexure to this Directors Report. However, in terms of the provisions of Section 219(1)(b)(iv) of the Companies Act, 1956, the Report and Accounts, as therein set out, are being sent to all the members of the Company excluding the aforesaid information about employees. Any member, who is interested in obtaining such particulars about employees, may write to the Asst. Company Secretary at the Registered Office of the Company. The said information is also available for inspection by any member at the Registered Office of the Company.

The employee strength of your Company as on 31st March 2011 was 478 as against 391 as on 31st March, 2010.

During the year under review, the relationships of your Company with its employees remained cordial at all levels.

HUMAN RESOURCES

Your Company continuously invests in people development, indentifying and grooming management talent and has a culture of harnessing people power to the maximum.

ACHIEVEMENT

During the year under review, combined market capitalization of your Company and its two listed Subsidiary Companies namely, Mundra Port and Special Economic Zone Ltd. and Adani Power Ltd. fgured among top fve conglomerates in the country, going by the market capitalization of listed Companies on Indian bourses.

APPRECIATION

Your Directors wish to express their sincere appreciation to the Central Government, the State Governments, bankers and the business associates for their excellent support and look forward to continued support in future. Your Directors wish to place on record their appreciation to the employees at all levels for their hard work, dedication and commitment, which has enabled the Company to progress.

For and on behalf of the Board of Directors

Place: Ahmedabad Gautam S. Adani

Date: 12th May, 2011 Chairman



 
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