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Notes to Accounts of Adani Enterprises Ltd.

Mar 31, 2015

1 Corporate Information

Adani Enterprises Limited ('the Company', 'AEL) is a public company domiciled in India and incorporated under the provisions of Companies Act, 1956. The Company along with its subsidiaries ('Adani Group') is a global integrated infrastructure player with businesses spanning coal trading, coal mining, oil & gas exploration, ports, multi-modal logistics, power generation & transmission and gas distribution.

(a) Rights, Preferences and Restrictions Attached to Each Class of Shares

The Company has only one class of Equity Shares having a par value of Rs. 1/- per share and each holder of the Equity Shares is entitled to one vote per share. The Company declares and pays dividends in Indian rupees. Payment of dividend is also made in foreign currency to share holders outside India. The final dividend Rs. 1.40 per share (31st March, 2014: Rs. 1.40), proposed by the Board of Directors is subject to the approval of shareholders in the ensuing Annual General Meeting.

In the event of liquidation of the Company, the holders of the equity shares will be entitled to receive any of the remaining assets of the company, after distribution of all preferential amounts. However, no preferential amounts exist currently. The distribution will be in proportion to the number of shares held by the shareholders.

(c) Aggregate number of bonus shares issued, share issued for consideration other than cash and shares bought back during the period of five years immediately preceding the reporting date:

As per records of Company, including its register of shareholders / members and other declarations received from shareholders regarding beneficial interest, the above shareholding represents both legal and beneficial ownerships of shares.

*Note: Net of credit of Rs 26.17 Crores (31st March,2014: Rs 26.17 Crores) being dividend distribution tax paid by a subsidiary.

Terms of the Long term borrowings :

a. Secured Term Loan from Bank for Rs 450 Crores (31st March, 2014: Rs. 890 Crores) secured by pledge of equity shares of Adani Power Limited equivalent to 50% of the loan amount and is repayable in 4 quarterly instalments (3 quarterly instalments of Rs. 110 Crores each and last instalment of Rs 120 Crores) from 31st May, 2015.

b. Secured Term Loan from Bank for Rs 330 crores Crores (31st March, 2014: Nil) secured by pledge of equity shares of Adani Power Limited equivalent to 50% of the loan amount and is repayable in 12 quarterly instalments of Rs 27.50 Crores each commencing from 1st April, 2016.

c. Secured Term Loan from Bank for Rs 487.50 Crores (31st March, 2014: Rs. 500 Crores) secured by first pari passu charge on Leasehold Rights on Sub-Leased contiguous land area of 160.59 Hectares near Mundra Port SEZ of Group Entity at Mundra, Dist.- Kutch & subservient Charge on the current assets of the company and is repayable in 11 unequal structured quarterly instalments (4 quarterly instalments of Rs 31.25 Crore, 4 quarterly instalments of Rs 43.75 Crores and 3 quarterly instalments of Rs 62.50 ) from the quarter ending 30th June, 2015.

d. Secured Term Loan from Bank for Rs 384.87 Crores (31st March, 2014: Rs 395.04 Crores) secured by first pari passu charge on Leasehold Rights on Sub-Leased contiguous land area of 156.20 Hectares near Mundra Port SEZ of Group Entity at Mundra, Dist.- Kutch and is repayable in 11 unequal structured quarterly instalments (3 quarterly instalments of Rs. 22 Crore, 1 quarterly instalment of Rs 29 Crores, 4 quarterly instalments of Rs 35 Crores and 3 quarterly instalments of Rs 50 Crore) commencing from the quarter ending 30th June, 2015.

e. Secured Term Loan from Bank for Rs 386.38 Crores (31st March, 2014: NIL) secured by way of mortgage of all the project's present & future assets of the project of the Company on pari-passu basis and is repayable in 32 unequal structured quarterly instalments (4 quarterly instalments of Rs 8.40 Crores, 4 quarterly instalments of 8.82 Crores, 4 quarterly instalments Rs 10.08 Crores, 4 quarterly instalments of Rs. 11.34 Crores, 4 quarterly instalments of Rs 13.02 Crores, 4 quarterly instalments of Rs 13.86 Crores, 4 quarterly instalments of Rs 15.12 Crores and 4 quarterly instalments of Rs 15.96 Crore) commencing from the quarter ending 30th June, 2015.

f. The Inter-Corporate Loans are repayable on 31st March, 2016.

g. Non Convertible Debentures of Rs 1200 crores (31st March, 2014: NIL) secured by 4,30,00,000 equity shares of one of the subsidiary and some of the investments of the associate company repayable after Two year and Six Months from the year ended 31st March, 2015.

h. The above loans carries interest rate ranging 6% to 12.80% p.a.

i. For the current maturities of long-term borrowings, refer note 11 - Other current liabilities.

Note: a) Short term loan of Rs 750 Crores secured by hypothecation of all the inventories and book debts and receivables both present & future of the Company by way of first charge ranking pari passu.

b) Cash credit facilities are secured by hypothecation of all the inventories and book debts and other current assets, both present & future, of the Company by way of first charge ranking pari passu.

c) The Buyers Credit facilities are secured by margin money deposits and all the inventories and book debts and other current assets, both present & future, of the Company by way of first charge ranking pari passu.

The Disclosure in respect of of the amounts payable to Micro and Small Enterprises have been made in the financial statements based on the information received and available with the Company. Further in view of the Management, the impact of interest, if any, that may be payable in accordance with the provisions of the Act is not expected to be material. The Company has not received any claim for interest from any supplier as at the balance sheet date. These facts has been relied upon by the auditors.

b) Buildings includes cost of shares in Co-operative Housing Society Rs. 3,500/- (31st March 2014Rs3,500/-).

c) Office building includes Rs 2.32 Crores of unquoted Shares (160 equity shares of A type and 1,280 equity shares of B type of Rs 100/- each fully paid-up) in Ruparelia Theatres P. Ltd. By virtue of Investment in shares, the Company is enjoying rights in the leasehold land and Rs 1.44 Crores, towards construction contribution and exclusive use of terrace and allotted parking space.

d) The Company has charged deprecation based on the revised remaining useful life of assets as per the requirement of Schedule II of the Companies Act 2013. Due to above, depreciation charged is higher by Rs. 20.77 Crores for the year ended 31st March, 2015. The Company has fully depreciated the carrying value of assets, net residual value, where the remaining useful life of the asset was determined to be nil as on April 1,2014, and has adjusted an amount of Rs 3.91 crore ( net of deferred tax of Rs 2.10 Crores ) against the opening Surplus balance of retained earnings.

a) Building includes Rs 0.85 Crores (31st March, 2014 : Rs 0.85 Crores) which is in dispute and the matter is sub judice.

b) Agricultural Land of Rs 0.45 Crores (31st March, 2014: Rs 0.45 Crores) recovered under settlement of debts, in which certain formalities are yet to be executed.

c) The Company's share in Unincorporated Joint Venture Assets of Rs. 80.11 Crores (31st March, 2014: Rs 137.72 Crores) (note 46(a))

Notes:

3 a) Details of Shares pledged

i) Includes 81,51,17,665 shares (31st March, 2014: 34,45,00,331 ) pledged with banks as collateral security for loans taken by Adani Power Ltd., Adani Power Maharashtra Ltd., Adani Infra (India) Ltd., Adani Power Rajasthan Ltd. & the Company.

ii) Includes 16,56,94,400 (31st March 2014: 3,70,32,400) shares pledged with financial institutions as collateral security for loans taken by the Company and Adani Infra (India) Ltd., Adani Power Ltd., Adani Power Maharashtra Ltd.

iii) Includes 3,60,00,000 (31st March 2014: 3,60,00,000) shares pledged with banks as collateral security for loans taken by Adani Mining Pvt. Ltd.

b) The Company holds Redeemable Preference shares of its subsidiary, which are denominated in foreign currency. Such Preference shares have been considered to be monetary assets for the purpose of AS-11, the Accounting Standard of "the effects of changes in Foreign Exchange rates". The monetary assets have been restated on the basis of the closing rate at the year end and the difference of Rs 9.52 Crores (31st March 2014: Rs 24.88 Crores) has been recognized in Statement of Profit & Loss.

a) Includes Rs 1.32 Crores (31st March 2014 : Rs 1.32 Crores) to related parties (refer note 41)

b) Includes Rs 604.66 Crores (31st March 2014 : Rs 208.97 Crores) to related parties (refer note 41)

4 In the opinion of the Management and to the best of their knowledge and belief the value under the head of Current and Non Current Assets (other than fixed assets and non current investments) are approximately of the value stated, if realised in ordinary course of business, except unless stated otherwise. The provision for all the known liabilities is adequate and not in excess of amount considered reasonably necessary.

5 The Company has initiated legal proceedings against various parties for recovery of dues and such legal proceedings are pending at different stages as at the date of the Balance Sheet and are expected to materialize in recovering the dues in the future. Based on the review of these accounts by the management, adequate provision has been made for doubtful recovery. Management is hopeful for their recovery. In the opinion of the management adequate balance is lying in General Reserve/ Retained earnings to meet the eventuality of such accounts being irrecoverable.

6 Disclosure Regarding Derivative Instruments and Unhedged Foreign Currency Exposure

(a) The outstanding foreign currency derivative contracts/options as at 31st March, 2015 in respect of various types of derivative hedge instruments and nature of risk being hedged are as follows :

Forward derivative contracts In respect of Imports and other Payables

(b) Foreign currency exposures not covered by derivative instruments or otherwise as at 31st March, 2015 as under:

7 Net Worth of six subsidiaries as on 31st March, 2015 has been eroded and there is a consequent possibility of impairment of Equity investment of Rs 0.30 Crores. Looking to the subsidiaries future business plans and growth prospects, such impairment if any is considered to be temporary in nature and no provision is provided for in the accounts of the Company.

8 Contingent liabilities and commitments

(A) Contingent liabilities to the extent not provided for :

As at As at Particulars 31st March,2015 31st March,2014

Claims against the Company not acknowledged as Debts 3.00 3.00

In respect of :

Income Tax ( Interest thereon not ascertainable at present) 98.44 113.97

Service Tax 35.54 22.42

VAT /Sales Tax 250.30 228.67

Custom Duty 720.25 243.92

Excise Duty / Duty Drawback 1.48 1.48

FERA / FEMA 8.26 8.26

In respect of Corporate Guarantee given:- (amount outstanding at close of the year)

I. On behalf of its Subsidiaries 1,054.36 2,745.10

II. On behalf of its Associate Companies 141.25 97.00

In respect of Bank Guarantees given for Subsidiaries 571.17 202.82

Bills of Exchange Discounted 83.81 80.50

Certain claims / show cause notices disputed have neither been considered as contingent liabilities nor acknowledged as claims, based on internal evaluation of the management.

Show cause notice issued under Section 16 of the Foreign Exchange Management Act, 1999 read with Rule (4) of the Foreign Exchange Management (Adjudication Proceedings and Appeal) Rule, 2000, in which liability is unascertainable.

Show cause notices issued under The Custom Act,1962, wherein the Company has been asked to show cause why, penalty should not been imposed under section 112 (a) and 114 (iii) of The Custom Act,1962 in which liability is unascertainable

Investments are pledged with Banks / Financial Institutions towards collateral security for loan taken by subsidiary and associate Companies. Amount of contingent liability is to the extent of value of Shares Pledged. Complaint filed by Asst. Labour Commissioner, Hubli under Section 30 of The Payment of Bonus Act, 1956. Matter being contested by the Company and projected liability in terms of penalty would be not more than Rs 0.01 Crores (31st March, 2014: Rs 0.01 Crores).

Show cause notices issued under Income Tax Act,1961, wherein the Company has been asked to show cause why, penalty should not been imposed under section 271(1)(c) in which liability is unascertainable.

Show cause notice issued by DGCEI proposes for imposition of penalties under Section 76 and Section 78 of the Finance Act, 1994 in which liability is unascertainable.

Custom Department has considered a different view for levy of custom duty in respect of specific quality of coal imported by the company for which the company has received demand show cause notices amounting to Rs. 560.52 Crores (31st March 2014 : Rs 494.45 Crores) from custom departments at various locations and the company has deposited Rs 378.63 Crores (31st March 2014 : Rs 330.63 Crores) as custom duties under protest and contested the view taken by authorities as advised by external legal counsel. The Company being the merchant trader generally recovers custom duties from its customers and does not envisage any major financial or any other implication and the net effect of the same is already considered above under clause (b)(Custom duty).

Note:

The management believes that the claims made are untenable and is contesting them. As of the reporting date, the management is unable to determine the ultimate outcome of above matters. However, in the event the revenue authorities succeed with enforcement of their assessments, the Company may be required to pay some or all of the asserted claims and consequential interest and penalties, which would reduce net income in the respective reported period.

b) Other Commitments

i) The Company is a subscriber to Memorandum of Association of newly incorporated subsidiary company, Adani Defence Systems and Technologies Limited against which uncalled liability on shares amounting to Rs 0.05 Crores.

ii) The Company from time to time provides need based support to subsidiaries towards capital and other requirements.

iii) For lease commitments and derivatives, refer Note No 39 and 35 respectively.

9 During the year, the Company has invested Rs 1,132.97 Crores (31st March, 2014: Rs 2,448.41 Crores) in shares of the following Group Companies.

10 Disclosure as required by the Accounting Standard 19, "Leases" as specified in the Companies (Accounting Standard) Rules 2006 (as amended) are given below :

Where the Company is lessee:

a) The aggregate lease rentals payable are charged to the Statement of Profit & Loss as Rent in Note 31.

b) The Leasing arrangements, which are cancellable at any time on month to month basis and in some cases between 11 months to 9 years, are usually renewable by mutual consent on mutually agreeable terms. Under these arrangements, generally interest free refundable deposits have been given.

c) The Leasing arrangements, which are non-cancellable over the period of the agreements, the disclosures in respect of the same:

11 The Company has made provision in the Accounts for Gratuity based on Actuarial valuation. The particulars under the AS 15 (Revised) furnished below are those which are relevant and available to Company for this year.

a) Contributions to Defined Contribution Plan, recognised as expense for the year are as under:

c) The estimate of future salary increase, considered in actuarial variation, take account of inflation, seniority, promotion and other relevant factors, such as supply and demand in the employment market.

d) The Company's expected contribution to the fund in the next financial year is Rs 0.73 Crores (31st March 2014Rs2.00 Crores)

e) Current and non current classification is done based on actuarial valuation certificate.

12 As per the Accounting Standard 18, disclosure of transactions with related parties (As identified by the Management), as defined in Accounting Standard are given below: i ) Name of Related Parties & Descriotion of Relationshio

i ) Name of Related Parties & Description of Relationship

(A) Controlling Entity :

Shantilal Bhudhermal Adani Family Trust (SBAFT)

(B) Subsidiary Companies:

1. Adani Global Ltd., Mauritius.

2. Adani Agri Logistics Ltd.

3. Adani Agri Fresh Ltd,

4. Adani Power Ltd.

5. Adani Mining Pvt. Ltd.

6. Adani Energy Ltd.

7. Adani Gas Ltd.

8. Mundra LNG Ltd.

9. Adani Shipping (India) Pvt. Ltd.

10. Adani Infra (India) Ltd.

11. Natural Growers Pvt. Ltd.

12. Chendipada Collieries Pvt. Ltd.

13. Adani Ports and Special Economic Zone Ltd.

14. Parsa Kente Collieries Ltd.

15. Adani Welspun Exploration Ltd.

16. Rajasthan Collieries Ltd.

17. Adani Transmission Ltd.

18. Adani SynEnergy Ltd.

19. Adani Agri Logistics (MP) Ltd.

20. Adani Power Dahej Ltd.

21. Adani Pench Power Ltd.

22. Kutchh Power Generation Ltd.

23. Adani Agri Logistics (Harda) Ltd.

24. Adani Agri Logistics (Hoshangabad) Ltd.

25. Adani Agri Logistics (Satna) Ltd.

26. Adani Agri Logistics (Ujjain) Ltd.

27. Adani Agri Logistics (Dewas) Ltd.

28. Dhamra LNG Terminal Pvt. Ltd.

29. Adani Green Energy Ltd.

30. Adani Renewable Energy Park Ltd.

31. Adani Defence Systems and Technologies Ltd.

(C) Step-down Subsidiary Entities:

1. Adani Power Maharashtra Ltd.

2. Adani Power Rajasthan Ltd.

3. Adani Transmission (India) Ltd.

4. Adani Power Resources Ltd. [previously known as Adani Transmission (Maharashtra) Ltd.]

5. Adani Ennore Container Terminal Pvt. Ltd.

6. Adani Shipyard Pvt. Ltd. (upto 28.01.2015)

7. Adani Hospitals Mundra Pvt. Ltd.

8. Mahaguj Power Ltd.

9. Sarguja Rail Corridor Pvt. Ltd. (upto 30.03.2015)

10. Adani Chendipada Mining Pvt. Ltd.

11. Adani Resources Pvt. Ltd.

12. Mundra SEZ Textile and Apparel Park Pvt. Ltd.

13. Karnavati Aviation Pvt. Ltd.

14. MPSEZ Utilities Pvt. Ltd.

15. Adani Logistics Ltd.

16. Mundra International Airport Pvt. Ltd.

17. Adani Hazira Port Pvt. Ltd.

18. Adani Petronet (Dahej) Port Pvt. Ltd.

19. Hazira Infrastructure Pvt. Ltd.

20. Hazira Road Infrastructure Pvt. Ltd.

21. Adani Vizag Coal Terminal Private Limited

22. Adani Global Pte. Ltd., Singapore.

23. Adani Shipping Pte. Ltd, Singapore.

24. Rahi Shipping Pte. Ltd., Singapore

25. Vanshi Shipping Pte. Ltd., Singapore

26. Adani Global FZE, Dubai.

27. Adani Mining Pty Ltd., Australia

28. PT Adani Global, Indonesia.

29. PT Adani Global Coal Trading, Indonesia

30. PT Coal Indonesia, Indonesia

31. PT Mundra Coal, Indonesia

32. PT Sumber Bara, Indonesia

33. PT Energy Resources, Indonesia

34. PT Sumber Dana Usaha, Indonesia

35. PT Setara Jasa, Indonesia

36. PT Niaga Antar Bangsa, Indonesia

37. PT Niaga Lintas Samudra, Indonesia

38. PT Gemilang Pusaka Pertiwi, Indonesia

39. PT Hasta Mundra, Indonesia

40. PT Karya Pernitis Sejati, Indonesia (upto 02.06.2014)

41. PT Lamindo Inter Multikon, Indonesia

42. PT Mitra Naiga Mulia, Indonesia

43. PT Suar Harapan Bangsa, Indonesia

44. PT Tambang Sejahtera Bersama, Indonesia

45. PT Adani Sumselon, Indonesia

46. Aanya Maritime Inc, Panama

47. Aashna Maritime Inc, Panama

48. Adani Minerals Pty. Ltd., Australia

49. Surguja Power Pvt. Ltd.

50. Adani Kandla Bulk Terminal Pvt. Ltd.

51. Chemoil Adani Pte. Ltd, Singapore

52. Adani Murmugao Port Terminal Pvt. Ltd.

53. Chemoil Adani Pvt. Ltd.

54. AWEL Global Ltd., UAE

55. Adani Warehousing Services Pvt. Ltd.

56. Galilee Transmission Holdings Pty Ltd

57. Galilee Transmission Pty Ltd.

58. Jhar Mining Infra Pvt. Ltd.

59. The Dhamra Port Company Ltd.

60. Adani Green Energy (Tamilnadu) Ltd.

61. Adani Renewable Energy Park (Gujarat) Ltd.

62. Adani Power (Karnataka) Ltd.

63. Mundra Solar Technopark Pvt. Ltd.

64. Maharashtra Eastern Grid Power Transmission Company Ltd.

(D) Associates with whom transactions done during the year:

"T Adani Advisory LLP T2 GSPC LNG Ltd.

(E) Joint Control Entities:

1. Adani Wilmar Ltd.

2. CSPGCL AEL Parsa Collieries Ltd.

3. Adani Wilmar Pte. Ltd., Singapore

4. Adani International Container Terminal Pvt. Ltd.

5. Adani CMA Mundra Terminal Pvt. Ltd.

6. Indianoil - Adani Gas Pvt. Ltd.

7. Vishakha Industries Pvt. Ltd.

8. AWN Agro Pvt. Ltd.

9. Golden Valley Agrotech Pvt. Ltd.

10. Satya Sai Agroils Pvt. Ltd.

11. Vishakha Polyfab Ltd.

12. KOG KTV Food Products (India) Pvt. Ltd.

13. Krishnapattam Oils and Fats Pvt. Ltd.

14. KTV Health and Foods Pvt. Ltd.

(F) Key Management Personnel:

1. Mr. Gautam S. Adani, Chairman

2. Mr. Rajesh S. Adani, Managing Director

3. Mr. Ameet H. Desai, Executive Director & CFO (w.e.f. 17.05.2014)

4. Mr. Devang S. Desai, Executive Director & CFO (upto 17.05.2014)

(G) Enterprises over which (A) or (F) above have significant influence with whom transactions done during the year:

1. Adani Properties Pvt. Ltd.

2. Adani Foundation

3. Adani Education and Research Foundation

(H) Relatives of Key Management Personnel with whom transactions done during the year :

1. Mr. Vinod S. Adani

42 As required by the amendment to the clause 32 of the listing agreement vide SEBI circular no. 2 / 2003 of 10th January, 2003, the following disclosure have been made :

(a) Loans and advances in the nature of loans to subsidiaries and associates by name and amount -

Note : All above loans and advances have been given for business purpose.

(b) Loans and Advances shown above, to subsidiaries amounting Rs 852.42 Crores fall under the category of Long term loans & Advances and loans of Rs 7293.56 Crores fall in category of short term loans and advances.

All the above loans and advances are interest bearing except the loans given to following: ( ^ in Crores)

(d) None of the loanee and loanees of subsidiary companies have per se made Investments in the shares of the Company.

13 Items of Expenditure in the Statement of Profit and Loss include reimbursements for common sharing facilities to and by the Company.

14 (a) Provision For Taxation:

Provision for taxation for the year has been made after considering allowance, claims and relief available to the Company as advised by the Company's tax consultants.

(b) Various taxes related legal proceedings are pending against the Company. Potential liabilities, if any, have been adequately provided for, and the management does not estimate any incremental liability in respect of the legal proceedings.

(c) Transfer Pricing Regulations :

The Company has established a comprehensive system of maintenance information and documentation as required by the transfer pricing legislation under section 92 - 92F of the Income Tax Act, 1961.

The management is of the opinion that its international transactions are at arm's length and the aforesaid legislation will not have any impact on the financial statements, particularly on the amount of tax expense and that of provision for taxation.

15 Pursuant to Accounting Standard (AS 27) - Financial Reporting of Interests in Joint Venture, the disclosures relating to the Joint Ventures are as follows :

(a) Jointly Controlled Assets

The Company jointly with other parties tothe joint venture, have been awarded two onshore oil & gas blocks at Palej and Assam by Government of India through NELP-VI bidding round, has entered in to Production Sharing Contracts (PSC) with Ministry of Petroleum and Natural Gas for exploration of oil and gas in the aforesaid blocks. Naftogaz India Pvt. Ltd.(NIPL) being one of the parties to consortium was appointed as operator of the blocks vide Joint Operating Agreements (JOAs) entered into between parties to consortium. The expenditures related to the activities in the blocks were incurred by Adani Group, Welspun Group or through its joint venture Adani Welspun Exploration Ltd.

Government of India has issued a notice intimating the termination of the Production Sharing Contracts (PSCs) in respect of the Assam and Palej blocks purportedly due to misrepresentation made by the operator of the blocks- NIPL. The Company has contested the termination and in accordance with the provisions of the PSC has urged the Government to allow it to continue the activities in the respective blocks. However during the year the company has decided to write off the exploration expenditure amounting Rs 75.67 Crores incurred in respect of of Assam Block due to poor resource prospectivity and it being commercially unviable to develop.

The Financial Statements of the Company reflect its share of Assets and Liabilities of the jointly controlled assets which are accounted on a line to line basis with similar items in the Company's accounts to the extent of participating interest of the Company as per the various joint venture agreements, in compliance of AS 27. The summary of the Company's share in Assets & Liabilities of unincorporated joint ventures are as follow:

(b) Jointly Controlled Entities

The Company has a Joint Venture interest in Adani Wilmar Limited and CSPGCL AEL Parsa Collieries Ltd., companies incorporated under the Companies Act, 1956. As on 31st March, 2015 the company has invested a sum of Rs 341.38 Crores and Rs 0.08 Crores respectively.

The Proportionate share of assets, liabilities , income & expenditure, contingent liabilities and capital commitments of the Joint Ventures are as given below: ( Rs in Crores)

16 a) The Board of Directors at its meeting held on 30th January, 2015, approved a Composite Scheme of Arrangement ("Scheme") under section 391 to 394 of the Companies Act 1956 between the Company and its subsidiaries, Adani Ports and Special Economic Zone Limited (APSEZ), Adani Power Limited (APL), Adani Transmission Limited (ATL) and Adani Mining Private Limited (AMPL) along with its assets and liabilities, inter alia providing for :

a) Demerger of Port, Power and Transmission Undertakings of the Company and its vesting in APSEZ, APL and ATL respectively

b) Amalgamation of Adani Mining Private Limited with the Company

The scheme was subsequently approved by various statutory authorities. Thereafter, the shareholders and creditors of the Company approved the scheme at the court convened meetings held on 20 th April, 2015. The Hon'ble High Court of Gujarat vide its order dated 7th May, 2015 has approved the Scheme. Certified copy of the order is awaited.

b) In accordance with Accounting Standard 24, "Discontinuing Operations", the financial results of the Port, Power and Transmission business (discontinuing operations) are as under:

17 The exceptional items includes :

a) The exploration activities carried at Egypt Blocks by Adani Welspun Exploration Ltd, a subsidiary of the Company, has been aborted as the blocks are geologically impracticable. Consequently, the Company has charged off its share of Rs 49.34 Crores advanced to the Egypt Project.

b) Rs 75.67 Crores written off on account of abortive exploration of Assam block due to poor resource prospectivity and block being commercially unviable to develop and produce oil.

c) The Company has divested 100% of its equity holding in its wholly owned subsidiary, Maharashtra Eastern Grid Power transmission Company Limited to its wholly owned subsidiary, Adani Transmission Limited, resulting in gain of Rs 196 Crores.

18 Remuneration to Managerial Personal

During the year the Central Government has approved waiver of excess remuneration paid to the Managerial personnel for FY 2013-14 over the limits prescribed under Section 198 read with Schedule XIII of the Companies Act, 1956.

19 Details of loans given, Investments made and Guarantee given or security provided covered u/s 186 (4) of the Companies Act, 2013 are given under respective heads (Refer Note 41 and 42).

20 Corporate Social Responsibility

As per Section 135 of the Companies Act, 2013, a Corporate Social Responsibility (CSR) committee has been formed by the Company. The CSR activities of the Company are generally being carried out through Adani Foundation a Charitable Trust set up by the Group, whereby funds are allocated from the Company. The Charitable Trust carries out the CSR activities as specified in Schedule VII of the Companies Act, 2013 on behalf of the Company. During the year under review, the Company had spent Rs 2.08 Crores towards CSR activities in compliance with the provisions of Section 135 of the Companies Act, 2013.

21 As per the Accounting Standard 21 on "Consolidated Financial Statements" as specified in the Companies (Accounting Standard) Rules 2006 (as amended), the Company has presented consolidated financial statements separately.

22 Previous year's figure have been regrouped / reclassified wherever necessary, to confirm to current year's classification.


Mar 31, 2014

1 Corporate Information

Adani Enterprises Limited (''the Company'', ''AEL'') is a public company domiciled in India and incorporated under the provisions of Companies Act, 1956. The Company along with its subsidiaries (''Adani Group'') is a global integrated infrastructure player with businesses spanning coal trading, coal mining, oil & gas exploration, ports, multi-modal logistics, power generation & transmission and gas distribution.

2 SHARE CAPITAL

(b) Rights, Preferences and Restrictions Attached to Each Class of Shares

The Company has only one class of Equity Shares having a par value of Rs. 1/- per share and each holder of the Equity Shares is entitled to one vote per share. The Company declares and pays dividends in Indian rupees. The dividend proposed by the Board of Directors is subject to the approval of shareholders in the ensuing Annual General Meeting.

For the financial year ended 31st March, 2014, the Board has proposed a final dividend of Rs. 1.40 per share. (31st March, 2013: Rs. 1.40 per share)

In the event of liquidation of the Company, the holders of the equity shares will be entitled to receive any of the remaining assets of the company, after distribution of all preferential amounts. However, no preferential amounts exist currently. The distribution will be in proportion to the number of shares held by the shareholders.

3 LONG TERM BORROWINGS

Terms of the Long term borrowings :

a. Secured Term Loan from Bank for Rs. 890 Crores (31st March, 2013 Rs. 1000 Crores) secured by pledge of equity shares of Adani Power Limited equivalent to 50% of the loan amount and is repayable in 9 quarterly instalments (8 quarterly instalments of Rs. 110 Crores each and last instalment of Rs. 120 Crores) commencing from 28th February, 2014.

b. Secured Term Loan from Bank for Rs. 500 Crores (31st March, 2013 Rs. 500 Crores) secured by first pari-passu charge on Leasehold Rights on Sub-Leased contiguous land area of 160.59 Hectares near Mundra Port SEZ of Group Entity at Mundra, Dist.- Kutchh & subservient Charge on the current assets of the company and is repayable in 12 unequal structured quarterly instalments commencing from the quarter ending 31st March, 2015.

c. Secured Term Loan from Bank for Rs. 395.04 Crores (31st March, 2013 Rs. Nil) secured by first pari-passu charge on Leasehold Rights on Sub-Leased contiguous land area of 156.20 Hectares near Mundra Port SEZ of Group Entity at Mundra, Dist.- Kutchh and is repayable in 17 unequal structured quarterly instalments commencing from the quarter ending 31st December, 2013.

d. Unsecured loan from subsidiary company is repayable at the end of the 2 years from the respective dates of loan.

e. The Inter-Corporate Loans repayable in 3 yearly instalments of Rs. 50 Crore each commencing from 29th October, 2013.

f. The above loans carries interest rate ranging 6% to 12.25% p.a.

g. For the current maturities of long-term borrowings, refer note 11 - Other current liabilities.

b) Buildings includes cost of shares in Co-operative Housing Society Rs. 3,500/- (31st March, 2013 Rs. 3,500/-).

c) Office building includes Rs. 2.32 Crores of unquoted Shares (160 equity shares of A type and 1,280 equity shares of B type of Rs. 100 each fully paid-up) in Ruparelia Theatres P. Ltd. By virtue of Investment in shares, the Company is enjoying rights in the leasehold land and Rs. 1.44 Crores, towards construction contribution and exclusive use of terrace and allotted parking space.

d) Plant & Machinery includes plant of Net Book Value of Rs. 1.64 Crores (31st March, 2013 Rs. 1.76 Crores) which is not in use, due to temporary suspension of operations at Belekeri port.

4 CAPITAL WORK-IN-PROGRESS

a) Building of Rs. 0.85 Crores (31st March, 2013 : Rs. 0.85 Crores) which is in dispute and the matter is sub-judice.

b) Agricultural Land of Rs. 0.45 Crores (31st March, 2013: Rs. 0.45 Crores) recovered under settlement of debts, in which certain formalities are yet to be executed.

c) The Company''s share in Unincorporated Joint Venture Assets of Rs. 137.72 Crores (31st March, 2013: 133.44 Crores) (note47(a))

32 In the opinion of the Management and to the best of their knowledge and belief the value under the head of Current and Non Current Assets (other than fixed assets and non current investments) are approximately of the value stated, if realised in ordinary course of business, except unless stated otherwise. The provision for all the known liabilities is adequate and not in excess of amount considered reasonably necessary.

5 The company has initiated legal proceedings against various parties for recovery of dues and such legal proceedings are pending at different stages as at the date of the Balance Sheet and are expected to materialize in recovering the dues in the future. Based on the review of these accounts by the management , adequete provision has been made for doubtful recovery. Management is hopeful for recovery in other accounts.

6. Net Worth of six subsidiaries as on 31st March, 2014 has been eroded and there is a consequent possibility of impairment of Equity investment of Rs. 0.62 Crores. Looking to the subsidiaries future business plans and growth prospects, such impairment if any is considered to be temporary in nature and no provision is provided for in the accounts of the company.

7 Contingent liabilities and commitments

(a) Contingent liabilities to the extent not provided for : (Rs. in Crores)

As at As at Particulars 31st March, 2014 31st March, 2013

a) Claims against the Company not acknowledged as Debts 3.00 3.00

b) In respect of :

Income Tax ( Interest thereon not ascertainable at present) 113.97 43.02

Service Tax 22.42 34.71

VAT /Sales Tax 228.83 220.21

Custom Duty (net) 319.76 170.21

Excise Duty / Duty Drawback 1.48 1.48

FERA / FEMA 8.26 8.26

c) In respect of Corporate Guarantee given:- (amount outstanding at close of the year)

I. On behalf of its Subsidiaries 2,745.10 2,493.00

II. On behalf of its Associate Companies 97.00 97.70

d) In respect of Bank Guarantees given for Subsidiaries 202.82 158.34

e) Bills of Exchange Discounted 80.50 25.37

f) Certain claims / show cause notices disputed have neither been considered as contingent liabilities nor acknowledged as claims, based on internal evaluation of the management.

g) Show cause notice issued under Section 16 of the Foreign Exchange Management Act, 1999 read with Rule (4) of the Foreign Exchange Management (Adjudication Proceedings and Appeal) Rule, 2000, in which liability is unascertainable.

h) Show cause notices issued under The Custom Act,1962, wherein the Company has been asked to show cause why, penalty should not been imposed under section 112 (a) and 114 (iii) of The Custom Act,1962 in which liability is unascertainable.

i) Investments are pledged with Banks / Financial Institutions towards collateral security for loan taken by Subsidiary companies and associate Companies. Amount of contingent liability is to the extent of value of Shares Pledged.

j) Complaint filed by Asst. Labour Commissioner, Hubli under Section 30 of The Payment of Bonus Act, 1956. Matter being contested by the Company and projected liability in terms of penalty would be not more than Rs.0.01 Crore (31st March, 2013: Rs. 0.01 Crore).

k) Show cause notices issued under Income Tax Act, 1961, wherein the Company has been asked to show cause why, penalty should not been imposed under section 217(1)(c) in which liability is unascertainable.

l) Show cause notice issued by DGCEI proposes for imposition penalties under Section 76 and Section 78 of the Finance Act, 1994 in which liability is uncertainable.

m) Custom Department has considered a different view for levy of custom duty in respect of specific quality of coal imported by the company for which the company has received demand show cause notices amounting to Rs. 494.45 Crores (31st March 2013: Rs. 180.21 Crores) from custom departments at various locations and the company has deposited Rs. 330.63 Crores (31st March 2013: Rs. 58.97 Crores) as custom duties under protest and contested the view taken by authorities as advised by external legal counsel. The company being the merchant trader generally recovers custom duties from its customers and does not envisage any major financial or any other implication and the net effect of the same is already considered above under clause (b)(Custom Duty).

Note:

Future cash flows in respect of above are determinable only on receipt of judgement/decision pending with various forums/ authorities.

ii) Other Commitments

a) The company is a subscriber to Memorandum of Association of Newly incorporated subsidiary companies, Adani Synenergy Limited & Adani Agri Logistics (MP) Limited against which uncalled liability on shares amounting to Rs. 0.10 Crs.

b) The Company from time to time provides need based support to subsidiaries towards capital and other requirements.

38 Disclosure as required by the Accounting Standard 19, "Leases" as specified in the Companies (Accounting Standard) Rules 2006 (as amended) are given below :

Where the Company is lessee:

a) The aggregate lease rentals payable are charged to the Statement of Profit & Loss as Rent in Note 30.

b) The Leasing arrangements, which are cancellable at any time on month to month basis and in some cases between 11 months to 9 years, are usually renewable by mutual consent on mutually agreeable terms. Under these arrangements, generally interest free refundable deposits have been given.

c) The Leasing arrangements, which are non-cancellable over the period of the agreements, the disclosures in respect of the same:

8 The Company has made provision in the Accounts for Gratuity based on Actuarial valuation. The particulars under the AS 15 (Revised) furnished below are those which are relevant and available to company for this year.

9 As per the Accounting Standard 18, disclosure of transactions with related parties (As identified by the Management ), as defined in Accounting Standard are given below:

i ) Name of Related Parties & Description of Relationship (A) Controlling Entity :

Shantilal Bhudhermal Adani Family Trust (SBAFT)

(B) Subsidiary Companies:

1. Adani Global Ltd., Mauritius.

2. Adani Agri Logistics Ltd.

3. Adani Agri Fresh Ltd.

4. Adani Power Ltd.

5. Adani Mining Pvt. Ltd.

6. Adani Energy Ltd.

7. Adani Gas Ltd.

8. Maharashtra Eastern Grid Power Transmission Company Ltd.

9. Mundra LNG Ltd.

10. Adani Shipping (India) Pvt. Ltd.

11. Adani Infra (India) Ltd.

12. Natural Growers Pvt. Ltd.

13. Chendipada Collieries Pvt. Ltd.

14. Adani Ports and Special Economic Zone Ltd.

15. Parsa Kente Collieries Ltd.

16. Adani Welspun Exploration Ltd.

17. Rajasthan Collieries Ltd.

18. Adani Transmission Ltd. (w.e.f. 09.12.2013)

19. Adani Synenergy Ltd. (w.e.f. 14.02.2014)

20. Adani Agri Logistics (MP) Ltd. (w.e.f. 21.03.2014)

21. Adani Power Dahej Ltd. (w.e.f. 28.09.2013)

22. Adani Pench Power Ltd. (w.e.f. 28.09.2013)

23. Kutchh Power Generation Ltd. (w.e.f. 28.09.2013)

(C) Step-down Subsidiary Entities:

1. Adani Power Maharashtra Ltd.

2. Adani Power Rajasthan Ltd.

3. Adani Transmission (India) Ltd. (w.e.f. 02.12.2013)

4. Adani Transmission (Maharashtra) Ltd. (w.e.f. 04.12.2013)

5. Adani Ennore Container Terminal Pvt. Ltd. (w.e.f. 18.02.2014)

6. Adani Warehousing Services Private Limited

7. Adani Hospitals Mundra Pvt. Ltd. (w.e.f. 01.11.2013)

8. Mahaguj Power Ltd.

9. Sarguja Rail Corridor Pvt. Ltd.

10. Adani Chendipada Mining Pvt. Ltd.

11. Adani Resources Pvt. Ltd.

12. Mundra SEZ Textile and Apparel Park Pvt. Ltd.

13. Karnavati Aviation Pvt. Ltd.

14. MPSEZ Utilities Pvt. Ltd.

15. Adani Logistics Ltd.

16. Mundra International Airport Pvt. Ltd.

17. Adani Hazira Port Pvt. Ltd.

18. Adani Petronet (Dahej) Port Pvt. Ltd.

19. Hazira Infrastructure Pvt. Ltd.

20. Hazira Road Infrastructure Pvt. Ltd.

21. Adani Vizag Coal Terminal Pvt. Ltd.

22. Adani Global Pte. Ltd., Singapore.

23. Adani Shipping Pte. Ltd, Singapore.

24. Rahi Shipping Pte. Ltd., Singapore

25. Vanshi Shipping Pte. Ltd., Singapore

26. Adani Global FZE, Dubai.

27. Adani Mining Pty Ltd., Australia

28. PT Adani Global, Indonesia.

29. PT Adani Global Coal Trading, Indonesia

30. PT Coal Indonesia, Indonesia

31. PT Mundra Coal, Indonesia

32. PT Sumber Bara, Indonesia

33. PT Energy Resources, Indonesia

34. PT Sumber Dana Usaha, Indonesia

35. PT Setara Jasa, Indonesia

36. PT Niaga Antar Bangsa, Indonesia

37. PT Niaga Lintas Samudra, Indonesia

38. PT Gemilang Pusaka Pertiwi, Indonesia

39. PT Hasta Mundra, Indonesia

40. PT Karya Pernitis Sejati, Indonesia

41. PT Lamindo Inter Multikon, Indonesia

42. PT Mitra Naiga Mulia, Indonesia

43. PT Suar Harapan Bangsa, Indonesia

44. PT Tambang Sejahtera Bersama, Indonesia

45. PT Adani Sumselon, Indonesia

46. Aanya Maritime Inc, Panama

47. Aashna Maritime Inc, Panama

48. Adani Minerals Pty. Ltd., Australia

49. Surguja Power Pvt. Ltd.

50. Adani Kandla Bulk Terminal Private Limited

51. Chemoil Adani Pte. Ltd. Singapore

52. Adani Murmugao Port Terminal Pvt. Ltd.

53. Chemoil Adani Pvt. Ltd.

54. AWEL Global Ltd., UAE

55. Galilee Transmission Holdings Trust

56. Galilee Transmission Holdings Pty Ltd.

57. Galilee Transmission Pty Ltd.

(D) Associates with whom transactions done during the year:

1. Adani Advisory LLP

2. Delhi Golf Link Properties Pvt. Ltd.

3. GSPC LNG Ltd.

(E) Joint Control Entities:

1. Adani Wilmar Ltd.

2. CSPGCL AEL Parsa Collieries Ltd.

3. Adani Wilmar Pte. Ltd., Singapore

4. Adani International Container Terminal Pvt. Ltd.

5. AWN Agro Pvt. Ltd.

(F) Key Management Personnel:

1. Mr. Gautam S. Adani, Chairman

2. Mr. Rajesh S. Adani, Managing Director

3. Mr. Devang Desai, Executive Director & CFO

(G) Enterprises over which (A) or (F) above have significant influence with whom transactions done during the year:

1. Adani Properties Pvt. Ltd.

2. Adani Foundation

3. Adani Education and Research Foundation

(H) Relatives of Key Management Personnel with whom transactions done during the year :

1. Mr. Vinod S. Adani

(b) Loans and Advances shown above, to subsidiaries amounting Rs. 3,895.06 Crores fall under the category of Long term loans & Advances and loans of Rs. 5,215.57 Crores fall in category of short term loans and advances.

(d) None of the loanee and loanees of subsidiary companies have per se made Investments in the shares of the company.

10 Items of Expenditure in the Statement of Profit and Loss include reimbursements for common sharing facilities to and by the Company.

11 (a) Provision For Taxation:

Provision for taxation for the year has been made after considering allowance, claims and relief available to the Company as advised by the Company''s tax consultants. (b) Various taxes related legal proceedings are pending against the Company. Potential liabilities, if any, have been adequately provided for, and the management does not estimate any incremental liability in respect of the legal proceedings.

(c) Transfer Pricing Regulations :

The Company has established a comprehensive system of maintenance information and documentation as required by the transfer pricing legislation under section 92 – 92F of the Income Tax Act, 1961.

The management is of the opinion that its international transactions are at arm''s length and the aforesaid legislation will not have any impact on the financial statements, particularly on the amount of tax expense and that of provision for taxation.

12 The Company has received dividend of Rs. 155.24 crores from one of its subsidiary on which income tax of Rs. 26.17 crores has been paid by its subsidiary. As per the provision of the Income Tax Act, 1961, this tax is eligible for set off against the tax on dividend proposed by the Company aggregating to Rs. 26.17 crores. Hence there is no dividend tax liability on the Company relating to dividend proposed.

13 Pursuant to Accounting Standard (AS 27) – Financial Reporting of Interests in Joint Venture, the disclosures relating to the Joint Ventures are as follows :

(a) Jointly Controlled Assets

The Company jointly with other parties to joint venture, having been awarded two onshore oil & gas blocks at Palej and Assam by Government of India through NELP-VI bidding round, has entered in to Production Sharing Contracts (PSC) with Ministry of Petroleum and Natural Gas for exploration of oil and gas in the aforesaid blocks. Naftogaz India Pvt. Ltd.(NIPL) being one of the parties to consortium was appointed as operator of the blocks vide Joint Operating Agreements (JOAs) entered into between parties to consortium. The expenditures related to the activities in the blocks is incurred and disclosed by each participant of the consortium in its respective participating interest in the block.

Government of India has issued a notice intimating the termination of the Production Sharing Contracts(PSCs) in respect of the Assam and Palej blocks purportedly due to misrepresentation made by the operator of the blocks- NIPL. The Company has contested the termination and in accordance with the provisions of the PSC has urged the Government to allow it to continue the activities in respect of blocks.

14 Consequent to the losses during the current year, remuneration paid to the Managerial personnel and Directors is in excess of the limit prescribed in section 198 read with Schedule XIII of the Companies Act, 1956, by Rs. 6.33 Crores. The said amount is subject to approval from Central Government and therefore the amount paid is held in trust by the concerned managerial personnel.

15 The company had lodged a claim with the Insurance Company of Rs. 22.54 Crores against inventory loss in past years. The said Insurance Claim Receivable is reflected under Other Current Assests as fully recoverable based on the recoverability status as adviced by company''s insurance advisors and as per review of the management

16 As per the Accounting Standard 21 on "Consolidated Financial Statements" as specified in the Companies (Accounting Standard) Rules 2006 (as amended), the Company has presented consolidated financial statements separately.

17 The Ministry of Corporate Affairs, Government of India vide its General Circular No: 2/2011 dated 08th February, 2011 has granted general exemption to the Holding Companies from attaching balance sheets of subsidiary Companies with the balance sheet of the Holding Company as per section 212(8) of the Companies Act, 1956 subject to fulfilment of certain conditions. Accordingly the Board of Directors of the company has passed the resolution giving consent for not attaching the balance sheets of the subsidiary Companies with that of the Company.

18 Previous year''s figure have been regrouped / reclassified wherever necessary, to confirm to current year''s classification.


Mar 31, 2013

1 Corporate Information

Adani Enterprises Limited (''the Company'', ''AEL) is a public Company domiciled in India and incorporated under the provisions of Companies Act, 1956. The Company along with its subsidiaries (''Adani Group'') is a global integrated infrastructure player with businesses spanning coal trading, coal mining, oil & gas exploration, ports, multi-modal logistics, power generation & transmission, gas distribution.

2 In the opinion of the Management and to the best of their knowledge and belief the value under the head of Current and Non Current Assets (other than fixed assets and non current investments) are approximately of the value stated, if realised in ordinary course of business, except unless stated otherwise. The provision for all the known liabilities is adequate and not in excess of amount considered reasonably necessary.

3 The company has initiated legal proceedings against various parties for recovery of dues and such legal proceedings are pending at different stages as at the date of the Balance Sheet and are expected to materialize in recovering the dues in the future. Management is hopeful of their recovery. In the opinion of the Management adequate balance lying in General Reserve to meet the eventuality of this account being irrecoverable.

4 Disclosure Regarding Derivative Instruments and Unhedged Foreign Currency Exposure

(a) The outstanding foreign currency derivative contracts as at 31st March, 2013 in respect of various types of derivative hedge instruments and nature of risk being hedged are as follows:

5 Net Worth of two wholly owned subsidiaries as on 31st March, 2013 has been eroded and there is a consequent possibility of impairmentof Equity investmentof Rs. 1.41 Crores. Looking to the subsidiaries future business plans and growth prospects, such impairment if any is considered to be temporary in nature and no provision is provided for in the accounts of the company.

6 Disclosure as required by the Accounting Standard 19, "Leases" as specified in the Companies (Accounting Standard) Rules 2006 (as amended) are given below :

Where the Company is lessee:

a) The aggregate lease rentals payable are charged to the Statement of Profit & Loss as Rent in Note 31.

b) The Leasing arrangements, which are cancellable at any time on month to month basis and in some cases between 11 months to 9 years, are usually renewable by mutual consent on mutually agreeable terms. Under these arrangements, generally interest free refundable deposits have been given.

7 The Company has made provision in the Accounts for Gratuity based on Actuarial valuation.

The particulars under the AS 15 (Revised) furnished below are those which are relevant and available to company for this year.

c) The estimate of future salary increase, considered in actuarial variation, take account of inflation, seniority, promotion and other relevant factors, such as supply and demand in the employment market.

d) Current and non current classification is done based on actuarial valuation certificate.

8 As per the Accounting Standard 18, disclosure of transactions with related parties (As identified by the Management ), as defined in Accounting Standard are given below:

i) Name of Related Parties & Description of Relationship

(A) Controlling Entity:

Shantilal Bhudhermal Adani FamilyTrust(SBAFT)

(B) Subsidiary Companies:

1. Adani Infrastructure and Developers Pvt. Ltd.*

2. Adani Global Ltd.

3. Adani Agri Logistics Ltd.

4. Adani Agri Fresh Ltd.

5. Adani Power Ltd.

6. Miraj Impex Pvt. Ltd.

7. Adani Mining Pvt. Ltd.

8. Adani Energy Ltd.

9. Adani Gas Ltd.

10. Maharashtra Eastern Grid Power Transmission Company Ltd.

11. Mundra LNG Ltd.

12. Adani Shipping (India) Pvt. Ltd.

13. Adani Infra (India) Ltd.

14. Natural Growers Pvt. Ltd.

15. Chendipada Collieries Pvt. Ltd.

16. Adani Ports and Special Economic Zone Ltd.

17. Adani Renewable Energy LLP (upto 08.01.2013)

18. Parsa Kente Collieries Ltd.

19. Adani Welspun Exploration Ltd.

20. Rajasthan Collieries Ltd.

* (upto 29.06.2012 Subsidiary and from 30.06.2012 Associate)

(C) Step-down Subsidiary Companies:

1. Adani Estates Pvt. Ltd. *

2. Adani Developers Pvt. Ltd. *

3. Adani Land Developers Pvt. Ltd. *

4. Adani Landscapes Pvt. Ltd. *

5. Swayam Realtors and Traders LLP. *

6. Columbia Chrome (India) Pvt. Ltd. *

7. Shantigram Estate Management Pvt. Ltd. *

8. Adani Mundra SEZ Infrastructure Pvt. Ltd. *

9. Belvedere Golf and Country club Pvt. Ltd. *

10. Shantigram Utility Services Pvt Ltd. *

11. Lushgreen Landscapes Pvt. Ltd. *

12. Jade Food and Properties Pvt. Ltd. *

13. Jade Agri Land Pvt. Ltd. *

14. Jade Agricultural Co. Pvt. Ltd. *

15. Rajendra Agri Trade Pvt. Ltd. *

16. Rohit Agri Trade Pvt. Ltd. *

17. Aaloka Real Estate Pvt. Ltd. *

18. Panchdhara Agro Farms Pvt. Ltd. *

19. Adani Township & Real Estate Co. Pvt. Ltd*

20. Adani Power Maharashtra Ltd.

21. Adani Power Rajasthan Ltd.

22. Adani Power Dahej Ltd.

23. Adani Pench Power Ltd.

24. Mundra Power SEZ Ltd (upto 28.02.2013)

25. Kutchh Power Generation Ltd.

26. Mahaguj Power Ltd.

27. Sarguja Rail Corridor Pvt. Ltd.

28. Adani Chendipada Mining Pvt. Ltd.

29. Adani Resources Pvt. Ltd.

30. Mundra SEZ Textile and Apparel Park Pvt. Ltd.

31. Karnavati Aviation Pvt. Ltd.

32. MPSEZ Utilities Pvt. Ltd.

33. Rajasthan SEZ Pvt. Ltd. (upto 20.10.2012)

34. Adani Logistics Ltd.

35. Mundra International Airport Pvt. Ltd.

36. Adani Hazira Port Pvt. Ltd.

37. Adani Petronet (Dahej) Port Pvt. Ltd.

38. Hazira Infrastructure Pvt. Ltd.

39. Hazira Road Infrastructure Pvt. Ltd.

40. Adani Vizag Coal Terminal Pvt. Ltd.

41. Adani International Container Terminal Pvt. Ltd. (upto 30.03.2013)

42. Adani Global Pte. Ltd., Singapore

43. Adani Shipping Pte. Ltd, Singapore

44. Rahi Shipping Pte. Ltd., Singapore

45. Vanshi Shipping Pte. Ltd., Singapore

46. Adani Power Pte. Ltd., Singapore (upto 06.12.2012)

47. Adani Global FZE, Dubai.

48. Adani Power (Overseas) Ltd., Dubai (upto 31.12.2012)

49. Adani Mining Pty Ltd., Australia

50. PT Adani Global, Indonesia

51. PT Kapuas Coal Mining, Indonesia (upto 08.10.2012)

52. PT Adani Global Coal Trading, Indonesia

53. PT Coal Indonesia, Indonesia

54. PT Mundra Coal Indonesia

55. PT Sumber Bara, Indonesia

56. PT Energy Resources, Indonesia

57. PT Sumber Dana Usaha, Indonesia

58. PT Setara Jasa, Indonesia

59. PT Niaga Antar Bangsa, Indonesia

60. PT Niaga Lintas Samudra, Indonesia

61. PT Andalas Bumi Persada, Indonesia (upto 14.09.2012)

62. PT Citra Persada Luhur, Indonesia (upto 24.09.2012)

63. PT Gemilang Pusaka Pertiwi, Indonesia

64. PT Hasta Mundra, Indonesia

65. PT Karya Pernitis Sejati, Indonesia

66. PT Lamindo Inter Multikon, Indonesia

67. PT Mitra Naiga Mulia, Indonesia

68. PT Pahala Buana Abadi, Indonesia (upto 14.09.2012)

69. PT Sumber Bumi Lestari, Indonesia (upto 18.09.2012)

70. PT Suar Harapan Bangsa, Indonesia

71. PT Tambang Sejahtera Bersama, Indonesia

72. PT Adani Sumselon, Indonesia

73. Aanya Maritime Inc, Panama

74. Aashna Maritime Inc, Panama

75. Adani Abbot Point Terminal Pty Ltd. (upto 30.03.2013)

76. Mundra Port Pty Ltd, Australia (upto 30.03.2013)

77. Mundra Port Holdings Pty Ltd, Australia (upto 30.03.2013)

78. Adani Abbot Point Terminal Holdings Pty Ltd., Australia (upto 30.03.2013)

79. Adani Minerals Pty. Ltd., Australia

80. Surguja Power Pvt. Ltd.

81. Adani Kandla Bulk Terminal Pvt. Ltd.

82. Chemoil Adani Pte. Ltd, Singapore

83. Adani Murmugao Port Terminal Pvt. Ltd.

84. Chemoil Adani Pvt. Ltd.

85. AWEL Global Ltd., UAE

86. Adani Warehousing Services Pvt. Ltd. (w.e.f. 19.04.2012)

87. Galilee Transmission Holdings Pty Ltd (w.e.f. 17.01.2013)

88. Galilee Transmission Pty Ltd (w.e.f. 17.01.2013)

* (upto 29.06.2012 Subsidiaries and from 30.06.2012 Associates)

(D) Associates with whom transactions done during the year:

1. M/s. Ezy Global

2. Adani Advisory LLP

3. M/s. Adani Textile Industries

(E) Joint Control Entities:

1. Adani Wilmar Ltd.

2. CSPGCL AEL Parsa Collieries Ltd.

3. Adani Wilmar Pte. Ltd., Singapore

(F) Key Management Personnel:

1. Mr. Gautam S. Adani, Chairman

2. Mr. Rajesh S. Adani, Managing Director

3. Mr. Devang Desai, Executive Director & CFO

(G) Enterprises over which (A) or (F) above have significant influence with whom transactions done during the year:

1. Adani Agro Pvt. Ltd.

2. Adani Properties Pvt. Ltd.

3. Adani Foundation

4. Adani Education and Research Foundation

(H) Relatives of Key Management Personnel with whom transactions done during the year:

1. Mr. Vinod S Adani

9 As required by the amendment to the clause 32 of the listing agreement vide SEBI circular no. 2 / 2003 of 10th January, 2003, the following disclosure have been made :

b) Loans and Advances shown above, to subsidiaries amounting Rs.5,359.79 Crores fall under the category of Long term loans & Advances in nature of Loans where principal amounts are repayable on demand not expected within 2 to 5 years except loans of Rs. 2,584.79 Crores which fall in category of short term loans and advances.

10 Items of Expenditure in the Statements of Profit and Loss include reimbursements for common sharing facilities to and by the Company.

11 (a) Provision For Taxation:

Provision for taxation for the year has been made after considering allowance, claims and relief available to the Company as advised by the Company''s tax consultants.

(b) Various taxes related legal proceedings are pending against the Company. Potential liabilities, if any, have been adequately provided for, and the management does not estimate any incremental liability in respect of the legal proceedings.

(c) Transfer Pricing Regulations :

The Company has established a comprehensive system of maintenance information and documentation as required by the transfer pricing legislation under section 92- 92F of the Income Tax Act, 1961.

The management is of the opinion that its international transactions are at arm''s length and the aforesaid legislation will not have any impact on the financial statements, particularly on the amount of tax expense and thatof provision fortaxation.

(d) MAT Credit Entitlement:

Based on assessment of the future taxable income, the Management is of the opinion that there is convincing evidence that the Company will pay normal income tax within the specified period during which MAT credit is available for set off. Accordingly, MAT credit entitlement assets (disclosed under long term loans & advances) of Rs. 60.70 Crores (31st March, 2012: Rs. 57.80 Crores) has been recognised during the year by way of a credit to Statement of Profit and Loss.

12 Exceptional items

a) The company is engaged in Oil & Gas Exploration activities which is also being pursued by its subsidiary Adani Welspun Exploration Ltd (AWEL). AWEL has charged off Rs. 153.75 Crores being the expenditure on abortive exploration activities on the relinquishment of Thailand Blocks being geologically impracticable and techno economically not feasible. Accordingly, the Company has charged off Rs. 99.92 Crores advances to its subsidiary for Thailand Project.

b) The Company has disposed off its investment in a wholly owned subsidiary, ''Adani Infrastructure and Developers Private Limited (''AIDPL) representing the Real Estate Business, to its promoters at a valuation done by an independent valuer. The Company has accounted a gain of Rs. 302.91 Crores against the disposal of the above said investment which is reflected under Exceptional items in Note 32.

13 Pursuant to Accounting Standard (AS 27) - Financial Reporting of Interests in Joint Venture, the disclosures relating to the Joint Ventures are as follows;

(a) Jointly Controlled Assets

The Company jointly with other parties to joint venture, having been awarded two onshore oil & gas blocks at Palej and Assam by Government of India through NELP-VI bidding round, has entered in to Production Sharing Contracts (PSC) with Ministry of Petroleum and Natural Gas for exploration of oil and gas in the aforesaid blocks. Naftogaz India Pvt. Ltd.(NIPL) being one of the parties to consortium was appointed as operator of the blocks vide Joint Operating Agreements (JOAs) entered into between parties to consortium.The expenditures related to the activities in the blocks were incurred by Adani Group, Welspun or through its joint venture Adani Welspun Exploration Ltd.

14 As per the Accounting Standard 21 on "Consolidated Financial Statements" as specified in the Companies (Accounting Standard) Rules 2006 (as amended), the Company has presented consolidated financial statementsseparately.

15 The Ministry of Corporate Affairs, Government of India vide its General Circular No: 2/2011 dated 08th February, 2011 has granted general exemption to the Holding Companies from attaching balance sheets of subsidiary Companies with the balance sheet of the Holding Company as per section 212(8) of the Companies Act,1956 subject to fulfilment of certain conditions. Accordingly the Board of Directors of the company has passed the resolution giving consent for not attaching the balance sheets of the subsidiary Companies with thatof the Company.

16 Previous year''s figure have been recast, regrouped and rearranged, wherever necessary to confirm to this year''s classification.


Mar 31, 2012

1 Corporate Information

Adani Enterprises Limited ('the Company', 'AEL) is a public Company domiciled in India and incorporated under the provisions of Companies Act, 1956. The Company is a global integrated infrastructure player with businesses spanning Coal Trading, Coal Mining, Oil & Gas exploration, Ports, Multi-modal Logistics, Power Generation & Transmission And Gas distribution.

(a) Rights, Preferences and Restrictions Attached to Each Class of Shares

The Company has only one class of Equity Shares having a par value of Rs. 1/- per share and each holder of the Equity Shares is entitled to one vote per share. The Company declares and pays dividends in Indian rupees. The dividend proposed by the Board of Directors is subject to the approval of shareholders in the ensuing Annual General Meeting.

During the year ended 31st March, 2012, the amount of per share dividend recognized as distributions to Equity Shareholders was Rs. 1 each. (31st March, 2011: Rs. 1)

In the event if liquidation of the Company, the holders of the equity shares will be entitled to receive any of the remaining assets of the company, after distribution of all preferential amounts. However, no preferential amounts exist currently. The distribution will be in proportion to the number of shares held by the shareholders.

b) As at 31st March, 2012, the Company has reviewed the future earnings of all its cash generating units in accordance with the Accounting Standard 28, Impairment of Fixed Assets. On reviewing, it was found that some of its plant and machinery were required to be impaired. Accordingly, impairment loss of Rs. 0.53 Crores have been provided in the current year to the extent of difference between the realisable value and the book value. The non utilisation and significant reduction in the realisable value triggered this impairment loss. The loss has been recognized in the statement of profit and loss under the head "Depreciation, amortisation & Impairment Expenses". The realisable value has been arrived based on quotations called by the company for determining the value, since the said plant and machinery are not being used and it is not possible to determine future cash flows from the said cash-generating unit.

c) Buildings includes cost of shares in Co-operative Housing Society Rs. 3,500/- (31st March, 2011: Rs. 3,500/-).

d) Office Building includes Rs. 2.32 Crores of unquoted Shares (160 equity shares of A type and 1,280 equity shares of B type of Rs. 100 each fully paid-up) in Ruparelia Theatres P. Ltd. By virtue of Investment in shares, the Company is enjoying rights in the leasehold land and Rs. 1.44 Crores, towards construction contribution and exclusive use of terrace and allotted parking space.

e) Plant & Machinery includes plant of Net Book Value of Rs. 7.90 Crores which is not in use, due to temporary suspension of operations at Belekeri port.

f) Depreciation of Rs. 0.86 Crores (31st March, 2011: Rs. Nil) relating to the Project Assets has been capitalised and has been included in the additions during the year.

2d) The Company holds Redeemable Preference shares of its subsidiary, which are denominated in foreign currency. Such Preference shares have been considered to be monetary assets for the purpose of AS-11, the Accounting Standard of "the effects of changes in Foreign Exchange rates". The monetary assets have been restated on the basis of the closing rate at the year end and the difference of Rs. 66.52 Crores (31st March, 2011: Rs.5.01 Crores) has been treated in other expenses in Statement of Profit & Loss.

3 In the opinion of the Management and to the best of their knowledge and belief the value under the head of Current and Non Current Assets (other than fixed assets and non current investments) are approximately of the value stated, if realised in ordinary course of business, except unless stated otherwise. The provision for all the known liabilities is adequate and not in excess of amount considered reasonably necessary.

4 The Company has initiated legal proceedings against various parties for recovery of dues and such legal proceedings are pending at different stages as at the date of the Balance Sheet and are expected to materialize in recovering the dues in the future. Management is hopeful of their recovery. In the opinion of the Management adequate balance lying in General Reserve to meet the eventuality of this account being irrecoverable.

(b) In accordance with principles of prudence and other applicable guidelines as per Accounting Standards notified by the Companies (Accounting Standards) Rules, 2006 (as amended) read with Revised Schedule VI of the Companies Act, 1956 the Company has charged an amount of Rs. Nil (31st March 2011: Rs. Nil) to Statement of Profit and Loss in respect of derivative contracts outstanding as on 31st March, 2012.

5 Contingent liabilities and commitments

(a) Contingent liabilities not provided for : (Rs.In Crores)

Particulars As at As at 31st March, 2012 31st March, 2011

a) Claims against the Company not acknowledged as Debts 3.00 3.00

b) In respect of :

Income Tax (Interest thereon not ascertainable at present) 42.52 30.42

Service Tax 23.82 12.41

VAT/Sales Tax 128.13 111.01

Custom Duty 65.80 60.70

Excise Duty / Duty Drawback 3.20 2.56

FERA/FEMA 8.26 4.16

Others 0.35 0.35

c) In respect of Corporate Guarantee given:- (amount outstanding at close of the year)

I On behalf of it's Subsidiaries 421.62 345.20

II On behalf of its Associate Companies 101.70 67.70

d) Bills of Exchange Discounted 59.83 59.63

e) In respect of Bank Guarantees given to Government agencies. 62.63 13.59

f) Certain claims/show cause notices disputed have neither been considered as contingent liabilities nor acknowledged as claims, based on internal evaluation of the management.

g) Show cause notice in terms of value of export goods under Section 14 of the Customs Act, 1962 read with Section 11 of FTDR Act, 1992 and rule 11 &14 of FT (Regulation) Rule, 1993 and under Section 16 of the Foreign Exchange Management Act, 1999 read with Rule (4) of the Foreign Exchange Management (Adjudication Proceedings and Appeal) Rule, 2000, in which liability is unascertainable.

h) Show cause notices issued under The Custom Act,1962, wherein the Company has been asked to show cause why, penalty should not been imposed under section 112 (a) and 114 (iii) of The Custom Act, 1962 in which liability is unascertainable.

i) Investments are pledged with Banks / Financial Institutions towards collateral security for loan taken by a group Company. Amount of contingent liability is to the extent of value of Shares Pledged.

j) Complaint filed by Asst. Labour Commissioner, Hubli under Section 30 of The Payment of Bonus Act, 1956. Matter being contested by the Company and projected liability in terms of penalty would be not more than Rs.0.01 (31st March, 2011: Rs.0.01 Crores).

k) Stamp duty & registration charges on fixed assets acquired during the year yet not determinable.

l) In the matter of show cause notice, amount of interest and penalty not ascertainable. Hence not disclosed.

m) Show cause notice issued by DGCEI proposes for imposition penalties under Section 76 and Section 78 of the Finance Act, 1994. In which liability is uncertain and not included.

n) The Karnataka Lokayukta report has alleged that there is a theft of seized Iron Ore from Belekeri Port. Company was one of the four parties/stevedores providing services at Belekeri Port. Company's responsibility / role was limited to only provide port services for the export of iron ore. To obtain clearances/ permissions/ permits and transportation of iron ore from Mines to the port were the responsibility of Miners/Traders/ Exporters. Iron ore exports were carried out under the supervision of relevant port and custom authorities. As per the direction of the Hon'ble Supreme Court, Central Empowered Committee has submitted its report on this issue. The same is pending before the Hon'ble Court for its further consideration/ direction. The company does not envisage that the said report will have any adverse effect/implication on its financial conditions/operations.

Future cash flows in respect of above are determinable only on receipt of judgement/decision pending with various forums/authorities.

6 No amounts are due for deposits as at the Balance Sheet date to the Investors' Education and Protection Fund.

7 Disclosure as required by the Accounting Standard 19, "Leases" as specified in the Companies (Accounting Standard) Rules 2006 (as amended) are given below:

Where the Company is lessee:

(a) The aggregate lease rentals payable are charged to the Statement of Profit & Loss as Rent in Note 31.

(b) The Leasing arrangements, which are cancellable at any time on month to month basis and in some cases between 11 months to 5 years, are usually renewable by mutual consent on mutually agreeable terms. Under these arrangements, generally interest free refundable deposits have been given.

8 (a) Provision for Taxation:

Provision for taxation for the year has been made after considering allowance, claims and relief available to the Company as advised by the Company's tax consultants.

(b) Various taxes related legal proceedings are pending against the Company. Potential liabilities, if any, have been adequately provided for, and the management does not estimate any incremental liability in respect of the legal proceedings.

(c) Transfer Pricing Regulations :

The Company has established a comprehensive system of maintenance information and documentation as required by the transfer pricing legislation under Section 92 - 92F of the Income Tax Act, 1961.

The management is of the opinion that its international transactions are at arm's length such that the aforesaid legislation will not have any impact on the financial statements, particularly on the amount of tax expense and that of provision for taxation.

(d) MAT Credit Entitlement:

Based on assessment of the future taxable income, the Management is of the opinion that there is convincing evidence that the Company will pay normal income tax within the specified period during which MAT credit is available for set off. Accordingly, MAT credit entitlement assets (disclosed under long term loans & advances) of Rs. 71.87 Crores (31st March, 2011: Rs. 14.07 Crores) has been recognised during the year by way of a credit to Statement of Profit and Loss.

9 Items of Expenditure in the Profit and Loss Account include reimbursements for common sharing facilities to and by the Company.

10 The Company has made provision in the Accounts for Gratuity based on Actuarial valuation. The particulars under the AS 15 (Revised) furnished below are those which are relevant and available to company for this year.

(iii) Disclosure in Respect of Material Related Party Transactions during the year:

1 Sales (Net of Return) to

(a) Subsidiary Companies / Firms: M/s. Adani Exports Rs. Nil (31st March, 2011 : Rs. 47.68 Crores); Adani Power Limited Rs.0.39 Crores (31 st March, 2011: Rs. 11.68 Crores).

(b) Step-down Subsidiary Companies: Adani Power Rajasthan Ltd. Rs. 2.96 Crores (31st March, 2011 : Rs.Nil); MPSEZ Utilities Pvt. Ltd. Rs. 18.66 Crores (31stMarch, 2011: Rs.0.01 Crores).

(c) Associate or Joint Control Entities: Aditya Corpex Pvt. Ltd. Rs. Nil (31st March, 2011 : Rs. 2.58 Crores); Adani Wilmar Ltd. Rs.Nil (31st March, 2011: Rs.0.45 Crores).

2 Purchase (Net of Return) from

(a) Subsidiary Companies: Adani Power Ltd. Rs. 907.68 Crores (31st March, 2011 : Rs. 255.19 Crores); Adani Infra (India) Ltd. Rs. 118.49 Crores (31st March, 2011: Rs.Nil)

(b) Step-down Subsidiary Companies: Adani Global FZE Rs. 187.63 Crores (31st March, 2011 : Rs. 96.90 Crores); Adani Global Pte Ltd. Rs. 1,873.13 Crores (31st March, 2011:Rs.910.99 Crores).

(c) Associate or Joint Control Entities: Aditya Corpex Pvt. Ltd. Rs. Nil (31st March, 2011 : Rs. 0.21 Crores); M/s. Ezy GlobalRs.Nil (31stMarch,2011 :Rs.0.07Crores)

3 Sale of Fixed Asset to

(a) Subsidiary Companies: Adani Mining Pvt. Ltd. Rs. 0.00 Crores (31st March, 2011 : Rs. 0.01 Crores); Adani Ports & Special Economic Zone Ltd. Rs. 1.74 Crores (31st March, 2011 : Rs. 0.05 Crores);

(b) Step-down Subsidiary Companies: Adani Power Rajasthan Ltd. Rs. 0.77 Crores (31st March, 2011 : Rs. Nil). Adani Murmugao Port Terminal Pvt. Ltd. Rs. 0.20 Crores (31st March 2011 : Rs. Nil), Chemoil Adani Pvt. Ltd. Rs.Nil (31st March, 2011: Rs.0.14 Crores).

(c) Associate orJoint Control Entities: Adani Wilmar Ltd.Rs. Nil (31stMarch, 2011 : Rs.0.21 Crores).

4 Purchase of Fixed Asset from

(a) Subsidiary Companies/firms: Adani Renewable Energy LLP Rs. Nil (31st March, 2011 : Rs. 53.76 Crores); Adani Power Ltd. Rs. 0.06 Crores (31st March, 2011 : Rs. Nil); Adani Infra (India) Ltd. Rs. 0.01 Crores (31st March, 2011 : Rs.Nil)

(b) Step-down Subsidiary Companies / Firms: M/s. Adani Township & Real Estate Co. Rs. 4.33 Crores (31st March, 2011 : Rs.56.42 Crores)

(c) Associate or Joint Control Entities: M/s. Ezy Global Rs. 0.02 (31st March, 2011: Rs. Nil).

5 Purchase of Investments from

(a) Subsidiary Companies: Adani Ports & Special Economic Zone Ltd. Rs. 0.02 (31st March, 2011 : Rs. Nil); Adani Infrastructure and Developers Pvt. Ltd. Rs. Nil (31st March, 2011: Rs.0.05 Crores).

6 Interest -received from /(paid to)

(a) Subsidiary Companies: Adani Infrastructure and Developers Pvt. Ltd. Rs.Nil (31st March, 2011 : Rs.31.23 Crores); Adani Power Limited Rs. 90.11 Crores (31st March, 2011 : Rs. 85.74 Crores); Adani Infra (India) Ltd. Rs. (9.01) Crores (31st March, 2011 : Rs. (18.20) Crores); Adani Ports & Special Economic Zone Ltd. Rs. 5.48 Crores (31st March, 2011 : Rs. (8.73) Crores); Adani Welspun Exploration Ltd. Rs. 11.11 Crores (31st March, 2011 Rs.5.39 Crores); Parsa Kente Collieries Ltd. Rs.0.30 Crores (31st March, 2011 : Rs.0.28 Crores).

(b) Step-down Subsidiary Companies / Firms: Kutchh Power Generation Limited Rs. 17.23 Crores (31st March, 2011 : Rs. 15.47 Crores); Adani Power Dahej Limited Rs. 18.54 Crores (31st March, 2011 : Rs. 12.45 Crores); M/s. Adani Townships and Real Estate Co. Rs.43.09 Crores (31st March, 2011 : Rs.21.15 Crores);

Adani Power Rajasthan Ltd. Rs.7.58 Crores (31st March, 2011 : <3.15 Crores); Adani Pench Power Ltd. Rs. 12.76 Crores (31st March, 2011 : Rs. 6.26 Crores); Adani Power Maharashtra Ltd. (Rs.40.91) Crores (31st March,2011: Rs. Nil).

7 Dividend received from

(a) Subsidiary Company: Adani Ports & Special Economic Zone Ltd. Rs. 108.67 Crores (31st March, 2011 : Rs. 124.19 Crores)

8 Funds given [includes investment in Preference shares/Equity Participation/ Business Arrangement] to

(a) Subsidiary Companies: Adani Power Limited Rs. 2,744.09 Crores (31st March, 2011 : Rs. 3638.94 Crores); Adani Infrastructure and Developers Pvt. Ltd. Rs. 319.64 Crores (31st March, 2011 : Rs.727.32 Crores); Maharashtra Eastern Grid Power Transmission Company Ltd. Rs. 654.65 Crores (31st March, 2011 : Rs. 277.08 Crores); Adani Ports & Special Economic Zone Ltd. Rs.621.02 Crores (31st March, 2011 : Rs.753.27 Crores); Adani Welspun Exploration Ltd. Rs.26.75 Crores (31st March, 2011: Rs. 189.07 Crores).

(b) Step-down subsidiary Companies / Firms: M/s. Adani Townships and Real Estate Co. Rs. 62.58 Crores (31st March, 2011 : Rs. 421.89 Crores); Adani Power Maharashtra Ltd. Rs. 692.31 Crores (31st March, 2011 Rs.Nil); Adani Estates Pvt. Ltd. Rs.606.83Crores(31stMarch,2011: Rs.Nil).

(c) Associate or Joint Control Entities: Aditya Corpex Pvt. Ltd. Rs. Nil (31st March, 2011 : Rs. 91.50 Crores); Adani Wilmar Ltd. Rs.0.53 Crores (31st March, 2011: Rs. 127.93 Crores)

(d) Enterprises over which Individual having control / Significant Influence or Key Management Personnel have influence: Adani Agro Pvt. Ltd. Rs.0.00 Crores (31st March, 2011: Rs.717.43 Crores).

(e) Key Management Personnel: Mr. Gautam S. Adani Rs.Nil (31stMarch, 2011: Rs.36 Crores, Mr. Rajesh S. Adani Rs. Nil(31stMarch,2011: Rs. 28.50Crores)

9 Funds received [including redemption of Preference share/business arrangement] from

(a) Subsidiary Companies: Adani Infrastructure and Developers Pvt. Ltd. Rs. 188.39 Crores (31st March, 2011 : Rs.885.08 Crores); Adani Infra (India) Ltd. Rs.Nil (31st March, 2011 : Rs.730.00 Crores); Adani Ports Special Economic Zone Ltd. Rs. 621.08 Crores (31st March, 2011 : Rs.788.41 Crores); Adani Power Ltd. Rs. 2252.14 Crores (31st March, 2011 : Rs. 2888.45 Crores); Adani Welspun Exploration Ltd. Rs. 25.90 Crores (31st March, 2011: Rs. 6.76 Crores)

(b) Step-down subsidiary Companies / Firms: Adani Developers Pvt. Ltd. Rs. 360.00 Crores (31st March, 2011 : Rs. Nil); Adani Power Maharashtra Ltd. Rs. 1400.01 Crores (31st March, 2011 : Rs. Nil); M/s. Adani Townships and Real Estate Co. Rs.286.61 Crores (31st March, 2011: Rs. 112.06 Crores).

(c) Associate or Joint Control Entities: Aditya Corpex Pvt. Ltd. Rs. Nil (31st March, 2011 : Rs. 91.50 Crores); Adani Wilmar Ltd. Rs.0.53 Crores (31st March, 2011: Rs. 10.52 Crores)

(d) Enterprises over which Individual having control / Significant Influence or Key Management Personnel have influence: Adani Agro Pvt. Ltd. Rs.0.00 Crores (31st March, 2011: Rs.104.53 Crores).

(e) Key Management Personnel: Mr. Gautam S. Adani Rs. Nil (31st March, 2011: Rs.36 Crores, Mr. Rajesh S. Adani Rs. Nil(31stMarch,2011: Rs. 28.50Crores)

10 Service rendered to

(a) Subsidiary Companies: Adani Power Ltd. Rs. 1.23 Crores (31st March, 2011 : Rs. 0.24 Crores); Adani Gas Ltd. Rs. 0.01 Crores (31st March, 2011: Rs.0.13 Crores); Adani Shipping (India) Pvt. Ltd Rs.0.61 Crores (31st March, 2011 : Rs. 0.17 Crores); Adani Ports & Special Economic Zone Ltd. Rs. 0.22 Crores (31st March, 2011 : Rs. 0.06 Crores); Adani Mining Pvt. Ltd. Rs. 29.10 Crores (31st March, 2011 : Rs. Nil); Adani Welspun Exploration Ltd.Rs.0.00 Crores(31stMarch,2011:Rs.0.02Crores).

(b) Step-down subsidiary Companies / firms: Adani Power Maharashtra Ltd. Rs. 1.11 Crores (31st March, 2011: Rs.0.00 Crores)

(c) Associate or Joint Control Entities: Adani Wilmar Ltd. Rs. 0.16 Crores (31st March, 2011: Rs.0.10 Crores);

(d) Enterprises over which Individual having control / Significant Influence or Key Management Personnel have influence: Adani Institute of Infrastructure Management Rs.0.68 Crores (31st March, 2011 : N.A.).

11 Service availed from

(a) Subsidiary Companies: Adani Ports & Special Economic Zone Ltd. Rs. 523.66 Crores (31st March, 2011: Rs. 175.17 Crores)

(b) Step-down Subsidiary Company: Adani Petronet Dahej Port Pvt. Ltd. Rs. 106.95 Crores (31st March, 2011 : Rs. 18.13 Crores)

(c) Enterprises over which Individual having control / Significant Influence or Key Management Personnel have influence: Adani Institute of Infrastructure Management Rs.0.65 Crores (31st March, 2011 : N.A.).

12 Profit/(Loss) Sharing / Business Arrangement from

(a) Subsidiary Companies/Firms: M/s. Adani Exports Rs. (0.00) Crores (31st March, 2011 : Rs.7.42 Crores); Adani Mining Pvt. Ltd. Rs.5.00 Crores (31st March, 2011: Rs. Nil)

13 Rent paid to

(a) Associate or Joint Control Entities: Adani Wilmar Ltd. Rs. 0.16 Crores (31st March, 2011: Rs.0.02 Crores).

(b) Enterprises over which Individual having control / Significant Influence or Key Management Personnel have influence: Adani Properties Pvt. Ltd. Rs.0.78 Crores (31stMarch, 2011: Rs.0.43 Crores).

14 Rent received from

(a) Subsidiary Companies: Adani Ports & Special Economic Zone Ltd. Rs. 0.02 Crores (31st March, 2011: Rs. 0.03 Crores)

(b) Associate or Joint Control Entities: Adani Wilmar Ltd. Rs. 0.15 Crores (31st March, 2011: Rs.0.71 Crores).

15 Remuneration to

(a) Key managerial persons: Mr. Gautam S. Adani Rs. 1.57 Crores (31st March, 2011 : Rs. 1.56 Crores); Mr. Rajesh S. AdaniRs.3.22 Crores (31st March, 2011 : Rs.3.08 Crores); Mr. Devang S. Desai Rs.5.80 Crores (31st March, 2011 : Rs. 5.24Crores).

16 Donation to

(a) Enterprises over which Individual having control / Significant Influence or Key Management Personnel have influence: Adani Foundation Rs.8.90 Crores (31st March, 2011: N.A.).

17 Guarantee & Collateral securities to

(a) Subsidiary Companies: Adani Welspun Exploration Ltd. Rs.370.50 Crores (31st March, 2011 : Rs.211.25 Crores)

(b) Step-down Subsidiary Companies: Adani Global FZE Rs. 51.12 Crores (31st March, 2011 : Rs. 89.30 Crores). Adani Global Pte Limited Rs.Nil (31st March, 2011: Rs.44.65 Crores).

(c) Associate or Joint Control Entities: Adani Wilmar Ltd. Rs. 101.70 Crores (31st March, 2011 : Rs. 67.70 Crores).

11 Pursuant to Accounting Standard (AS 27) - Financial Reporting of Interests in Joint Venture, the disclosures relating to the Joint Ventures are as follows:

(a) Jointly Controlled Assets

The company has ventured into Oil and Gas exploration business jointly with others, whereby two exploration blocks at Palej & Assam has been awarded by Government of India through NELP-VI bidding round. The Company has entered into Production Sharing Contracts ('PSCs) jointly with various joint venture partners stated below as one part and Ministry of Petroleum and Natural Gas as other part, for exploration of oil and gas in the following fields. Pursuant to the PSCs, unincorporated joint ventures (JVs) have been formed to undertake the necessary economic activities for production of Oil and Gas by entering into a Joint Operating Agreement with them.

12 As per the Accounting Standard 21 on "Consolidated Financial Statements" as specified in the Companies (Accounting Standard) Rules 2006 (as amended), the Company has presented consolidated financial statements separately.

13 The Ministry of Corporate Affairs, Government of India vide its General Circular No: 2/2011 dated 8th February, 2011 has granted general exemption to the Holding Companies from attaching balance sheets of subsidiary Companies with the balance sheet of the Holding Company as per Section 212(8) of the Companies Act, 1956 subject to fulfilment of certain conditions. Accordingly, the Board of Directors of the Company has passed the resolution giving consent for not attaching the balance sheets of the Subsidiary Companies with that of the Company.

14 The Revised Schedule VI has become effective from 1st April, 2011 for the preparation of financial statement. This has significantly impacted the disclosure and presentation made in the financial statements. Previous year's figure have been recast, regrouped and rearranged, wherever necessary to confirm to this year's classification. Further the figure have been rounded off to the nearest rupee.


Mar 31, 2011

1. A Scheme of Amalgamation (the Scheme) of Transferor Companies having Trading and Investment business viz, Adani Infrastructure Services Private Limited ("Adani Infrastructure"), Advance Tradex Private Limited ("Advance Tradex"), Adani Tradelinks Private Limited ("Adani Tradelinks"), Pride Trade & Investment Private Limited ("Pride"), Trident Trade & Investment Pvt. Ltd. ("Trident"), Radiant Trade & Investment Private Limited ("Radiant") and Ventura Trade & Investment Private Limited ("Ventura") with Adani Enterprises Limited ("AEL") (the Company or Transferee Company) under Sections 391 and 394 of the Companies Act, 1956 was sanctioned by the Honble High Court of Gujarat vide order dated 12th August, 2010 which was filed with the office of Registrar of Companies, Gujarat on 18th August, 2010 (Effective Date). Pursuant to this Scheme, the assets and liabilities of the Transferor Companies were transferred to and vested in the Transferee Company with effect from 1st April, 2010 (Appointed Date) except for Advance Tradex for which the Appointed Date is 20th April, 2010. The amalgamation has been accounted under the pooling of interests method.

The salient features of the Scheme are as follows:

a. All the assets and liabilities recorded in the books of the Transferor Companies shall stand transferred to and vested in the Transferee Company pursuant to the Scheme and shall be recorded by the Transferee Company at their book values as appearing in the books of the Transferor Companies.

b. The Transferee Company shall record the Reserves of the Transferor Companies in the same form and at the same values as they appear in the financial statements of the Transferor Companies at the close of business of the day immediately preceding the Appointed Date. Balances in the Profit and Loss Account of the Transferor Companies shall be similarly aggregated with the balances in Profit and Loss Account of the Transferee Company.

c. The excess of, or deficit in, the value of the assets over the value of the liabilities of the Transferor Companies vested in the Transferee Company pursuant to this Scheme as recorded in the books of accounts of the Transferee Company shall, after adjusting the amounts recorded in terms of sub-clause (b) above, be adjusted in the Reserves in the books of the Transferee Company.

d. Further, in case of any differences in accounting policy between the Companies, the impact of the same till the amalgamation will be quantified and adjusted in the Profit & Loss Account mentioned earlier to ensure that the financial statements of the Transferee Company reflect the financial position on the basis of consistent accounting policy.

e. To the extent that there are inter-company loans, deposits or balances as between the Transferor Companies and the Transferee Company, the obligations in respect thereof shall come to an end and there shall be no liability in that behalf and corresponding effect shall be given in the books of accounts and records of the Transferee Company for the reduction of any assets or liabilities as the case may be and there would be no accrual of interest or any other charges in respect of any such inter-company loans, deposits or balances, with effect from the Appointed date.

The difference is adjusted against Revaluation Reserve of Rs. 702.83 Crores (as transferred from erstwhile Transferor Companies), Preference Share Redemption Reserve of Rs. 2.41 Crores (as transferred from erstwhile Transferor Companies), Capital Reserve of Rs. 348.84 Crores (created pursuant to amalgamation) and General Reserve of Rs. 497.90 Crores (Rs. 13.39 Crores transferred from erstwhile Transferor Companies).

g. Had the Scheme not prescribed this accounting treatment, the Balance in Reserves and Surplus would have stand increased by Rs.1,551.98 Crores with a corresponding Debit balance in Amalgamation Adjustment Account. There is no material financial effect of such deviation.

h. The Authorised Share Capital of the Transferor Company shall stand combined with the Authorised Share Capital of the Transferee Companies. Consequently from the effective date, the Authorised Share Capital of the Transferor Companies shall stand increased to Rs. 325.32 Crores consisting of 320,82,00,000 Equity Shares of Rs. 1/- (Rupee One) each; and 45,00,000 Preference Shares of Rs. 10/- (Rupees ten) each.

3. Buildings include cost of shares in Co-operative Housing Society Rs. 3,500/- (P.Y. Rs. 3,500/-).

4. Office premises of Rs. 3.75 Crores, includes Rs. 2.32 Crores of unquoted Shares (160 Equity Shares of A type and 1,280 equity shares of B type of Rs. 100 each fully paid-up) in Ruparelia Theatres P. Ltd. By virtue of Investment in shares, the Company is enjoying rights in the leasehold land and Rs. 1.44 Crores, towards construction contribution and exclusive use of terrace and allotted parking space.

5. The Company has ventured into Oil and Gas exploration business jointly with others, whereby two exploration blocks - at Palej and Aasam, has been awarded by Government of India through NELP - VI bidding round. All cost on acquisition, exploration and development incurred by the Company according to the participating interest (35%) are accounted under capital work-in-progress, as the extraction phase has not commenced.

6. Capital work-in-progress includes:-

a) Building worth Rs. 0.85 Crores (PY. Rs. 0.65 Crores) which is in dispute and the matter is sub-judice.

b) Agricultural Land worth Rs. 0.45 Crores (P.Y. Rs. 0.45 Crores) recovered under settlement of debts, in which certain formalities are yet to be executed.

c) The Companys share in Unincorporated Joint Venture Assets of Rs. 25.98 Crores (P.Y Rs. 25.98 Crores)

7. As at 31st March, 2011, the Company has reviewed the future earnings of all its cash generating units in accordance with the Accounting Standard 28, Impairment of Fixed Assets. On reviewing, it was found that some of its plant and machinery are not in use and held for disposal. However due to non determination of realizable value, no impairment loss has been recognised in connection with the same. The management is of the opinion that no impairment or reversal of loss is required with respect to other assets.

8. In the opinion of the Board, the current assets, loans and advances are approximately of the value stated, if realised in the ordinary course of business, except unless stated otherwise. The provision for all the known liabilities is adequate and not in excess of the amount considered reasonably necessary.

9. The Company had raised US$ 250 million by way of 25,000, 6% Foreign Currency Convertible Bonds (FCCBs) of US$ 10,000 each during the financial year ended 31st March, 2007.

During the year 3,11,51,800 (P.Y. 34,01,700) Equity Shares, having face value of Rs. 1 each have been issued upon conversion of 21,484 FCCBs. At the year end there are no outstanding Foreign Currency Convertible Bonds.

10. The Company holds Redeemable Preference shares of its subsidiary, which are denominated in foreign currency. Such Preference Shares have been considered to be monetary assets for the purpose of AS-11, the Accounting Standard of "the effects of changes in Foreign Exchange rates". As required by AS, the said monetary assets have been restated on the basis of the closing rate at the year end and the difference of Rs. 5.01 Crores (P.Y. Rs. 59.40 Crores) has been charged to Profit and Loss Account.

12. Disclosure Regarding Derivative Instruments and Unhedged Foreign Currency Exposure

a) The outstanding foreign currency derivative contracts as at 31st March, 2011 in respect of various types of derivative hedge instruments and nature of risk being hedged are as follows:

14. MAT Credit Entitlement

Based on assessment of the future taxable income, the Management is of the opinion that there is convincing evidence that the Company will pay normal income tax within the specified period during which MAT credit is available for set off. Accordingly, MAT credit entitlement assets (disclosed under loans & advances) of Rs. 14.07 Crores (P.Y. Rs. NIL) has been recognised during the year by way of a credit to profit and loss account.

15. Looking to the history and uncertainty attached to "Target Plus Scheme - 2004-05", benefit under the scheme, will be accounted when certainty exists.

17. The Company has been engaged as Mine Developer cum Operator (MDO) for coal blocks allotted in the state of Chhattisgarh and Orissa to electricity boards of Rajasthan, Chhattisgarh, Uttar Pradesh, Maharashtra and Gujarat. The Company plans to carry out the role of MDO either through SPVs floated for the coal mining project or in the form of Joint Ventures with respective State Electricity Boards and through its 100% subsidiary Adani Mining Private Limited.

18. The Company has initiated legal proceedings against various parties for recovery of dues and such legal proceedings are pending at different stages as at the date of the Balance Sheet and are expected to materialise in recovering the dues in the future. Management is hopeful of their recovery. In the opinion of the Management adequate balance lying in General Reserve to meet the eventuality of this account being irrecoverable.

19. Other liabilities includes Rs. Nil (P.Y.Rs. 0.13 Crores), being temporary overdrawn balance in current account with scheduled banks.

20. a) Provision for taxation for the year has been made after considering allowance, claims and relief available to the Company as advised by the Companys tax consultants.

b) Various taxes related legal proceedings are pending against the Company. Potential liabilities, if any, have been adequately provided for, and the management does not estimate any incremental liability in respect of the legal proceedings.

c) Transfer pricing regulations :

The Company has established a comprehensive system of maintenance information and documentation as required by the transfer pricing legislation under Section 92-92F of the Income Tax Act, 1961.

The management is of the opinion that its international transactions are at arms length such that the aforesaid legislation will not have any impact on the financial statements, particularly on the amount of tax expense and that of provision for taxation.

21. (A) Contingent liabilities not provided for :

(Rs. In Crores)

Particulars As at As at Rs.31st March, 2011 31st March, 2010

a) Claims against the Company not acknowledged as Debts 3.00 10.08

b) In respect of :

Income Tax 30.42 13.45

Service Tax 12.41 10.67

Sales Tax 24.84 27.30

Custom Duty 60.70 41.49

Excise Duty 2.56 0.92

FERA / FEMA 4.16 4.16

Others 0.35

c) In respect of Corporate Guarantee given:-

I. To its Subsidiaries 345.20 294.80

II. For obligations of Associates 67.70 143.91

d) Bills of Exchange Discounted 59.63 355.84

e)In respect of Bank Guarantees given to Government agencies. 13.591 34.51

f) Certain claims / show cause notices disputed have neither been considered as contingent liabilities nor acknowledged as claims, based on internal evaluation of the management.

g) Show cause notice in terms of value of export goods under section14 of the Customs Act, 1962 read with Section 11 of FTDR Act, 1992 and Rules 11 & 14 of FT (Regulation) Rule, 1993 and under Section 16 of the Foreign Exchange Management Act, 1999 read with Rule (4) of the Foreign Exchange Management (Adjudication Proceedings and Appeal) Rule, 2000 in which liability is uncertainable.

h) Show cause notices issued under The Custom Act, 1962, wherein the Company has been asked to show cause why, penalty should not been imposed under Sections 112 (a) and 114 (iii) of The Custom Act,1962 in which liability is unascertainable.

i) Investments are pledged with Banks / Financial Institutions towards collateral security for loan taken by a group Company. Amount of contingent liability is to the extent of value of Shares Pledged.

j) Complaint filed by Asst. Labour Commissioner, Hubli under Section 30 of The Payment of Bonus Act, 1956. Matter being contested by the Company and projected liability in terms of penalty would be not more than ^ 0.01 Crore (PY ^ 0.01 Crore).

k)Stamp duty & registration charges on fixed assets acquired during the year yet not determinable.

l) In the matter of show cause notice, amount of interest and penalty not ascertainable, hence not disclosed.

m) Show cause notice issued by DGCEI proposes for imposition penalties under Section 76 and Section 78 of the Finance | Act, 1994, in which liability is uncertain and not included.

22. In accordance with Accounting Standard 17 "Segment Reporting" segment information has been given in the consolidated financial statements of Adani Enterprises Ltd. and therefore, no separate disclosure on segment information is given in these financial statements.

23. The Company has circulated letters to all its suppliers requesting them to confirm whether they are covered under the Micro, Small and Medium Enterprises Act, 2006 (MSMED). The Company has not received any intimation from "suppliers", regarding their status under the Micro, Small and Medium Enterprises Act, 2006 (MSMED) and hence disclosure requirements in this regards as per schedule-VI of the Companies Act ,1956 could not be provided.

24. No amounts are due for deposits as at the Balance Sheet date to the Investors Education and Protection Fund.

25. Items of Expenditure in the Profit and Loss Account include reimbursements for common sharing facilities to and by the Company.

26. Disclosure as required by the Accounting Standard 19, "Leases" as specified in the Companies (Accounting Standards) Rules, 2006 are given below :

Where the Company is lessee:

(i) The aggregate lease rentals payable are charged to the Profit and Loss Account as Rent in Schedule 18.

(ii) The Leasing arrangements, which are cancellable at any time on month to month basis and in some cases between 11 months to 5 years, are usually renewable by mutual consent on mutually agreeable terms. Under these arrangements, generally interest free refundable deposits have been given.

(iii) The Leasing arrangements, which are non-cancellable with Government of Karnataka represented by the Director of Ports & Inland Water Transport, Karnataka, for use of port land. Disclosure in respect of the same arrangements:

27. As per the Accounting Standard 21 on "Consolidated Financial Statements" as specified in the Companies (Accounting Standard) Rules 2006, the Company has presented consolidated financial statements separately.

31. The Company has made provision in the accounts for Gratuity based on Actuarial valuation. The particulars under the AS 15 (Revised) furnished below are those which are relevant and available to company for this year.

32. As per the Accounting Standard 18, disclosure of transactions with related parties (As identified by the Management ), as defined in Accounting Standard are given below:

i) Name of related parties & description of relationship_

1. Controlling Entity_

Shantilal Bhudhermal Adani Family Trust (SBAFT)

2. Subsidiary Companies

- Adani Infrastructure and Developers Pvt. Ltd.

- Adani Developers Pvt. Ltd.

- Adani Landscapes Pvt. Ltd.

- Columbia Chrome (India) Pvt. Ltd.

- Shantigram Estate Management Pvt. Ltd.

- Belvedere Golf and Country Club Pvt. Ltd.

- Lushgreen Landscapes Pvt. Ltd.

- Jade Food and Properties Pvt. Ltd.

- Jade Agricultural Co. Pvt. Ltd.

- Rohit Agri Trade Pvt. Ltd.

- Panchdhara Agro Farms Pvt. Ltd.

- Adani Agri Logistics Ltd.

- Adani Agri Fresh Ltd.

- Adani Power Ltd.

- Adani Power Maharashtra Ltd.

- Adani Power Rajasthan Ltd.

- Adani Power Dahej Ltd.

- Adani Pench Power Ltd.

- Mundra Power SEZ Ltd.

- Kutchh Power Generation Ltd.

- Maharashtra Eastern Grid Power Transmission Company Ltd.

- Mahaguj Power Ltd.

- Adani Mining Pvt. Ltd.

- Sarguja Rail Corridor Pvt. Ltd.

- Chendipada Collieries Pvt. Ltd.

- Mundra Port and Special Economic Zone Ltd.

- Mundra SEZ Textile and Apparel Park Pvt. Ltd.

- Karnavati Aviation Pvt. Ltd.

- MPSEZ Utilities Pvt. Ltd.

- Rajasthan SEZ Pvt. Ltd.

- Adani Logistics Ltd.

- Mundra International Airport Pvt. Ltd.

- Adani Murmugao Port Terminal Pvt. Ltd.

- Adani Hazira Port Pvt. Ltd.

- Adani Petronet (Dahej) Port Pvt. Ltd.

- Hazira Infrastructure Pvt. Ltd.

- Hazira Road Infrastructure Pvt. Ltd.

- Adani Energy Ltd.

- Adani Gas Ltd.

- PT Karya Pernitis Sejati, Indonesia

- PT Lamindo Inter Multikon, Indonesia

- PT Mitra Naiga Mulia, Indonesia

- PTPahalaBuanaAbadi, Indonesia

- PT Sumber Bumi Lestari, Indonesia

- PT Suar Harapan Bangsa, Indonesia

- PT Tambang Sejahtera Bersama, Indonesia_

- Adani Estates Pvt. Ltd.

- Adani Land Developers Pvt. Ltd.

- Swayam Realtors and Traders Ltd.

- Miraj Impex Pvt. Ltd.

- Adani Mundra SEZ Infrastructure Pvt. Ltd.

- Shantigram Utility Services Pvt. Ltd.

- Natural Growers Pvt. Ltd.

- Jade Agri Land Pvt. Ltd.

- Rajendra Agri Trade Pvt. Ltd.

- Aaloka Real Estate Pvt. Ltd.

- Mundra LNG Ltd.

- Adani Cements Ltd.

- Adani Shipping (India) Pvt. Ltd.

- Adani Infra (India) Ltd.

- Adani Global Ltd., Mauritius

- Adani Global Pte. Ltd., Singapore

- Adani Shipping Pte. Ltd., Singapore

- Rahi Shipping Pte. Ltd., Singapore

- Vanshi Shipping Pte. Ltd., Singapore

- Adani Power Pte. Ltd., Singapore

- Adani Global FZE, Dubai

- Adani Power (Overseas) Ltd., Dubai

- Adani Mining Pty Ltd., Australia

- PT Adani Global, Indonesia

- PT Kapuas Coal, Mining, Indonesia

- PT Adani Global Coal Trading, Indonesia (Formerly PT Aneka Sumber Bumi, Indonesia)

- PT Coal Indonesia, Indonesia

- PT Mundra Coal, Indonesia

- PT Sumber Bara, Indonesia

- PT Energy Resources, Indonesia

- PT Sumber Dana Usaha, Indonesia

- PT Setara Jasa, Indonesia

- PT Niaga Antar Bangsa, Indonesia

- PT Niaga Lintas Samudra, Indonesia

- PTAndalas Bumi Persada, Indonesia

- PT Citra Persada Luhur, Indonesia

- PT Gemilang Pusaka Pertiwi, Indonesia

- PT Adani Sumselon, Indonesia

- PT Hasta Mundra, Indonesia

- Adani Virginia Inc. (Upto 1st October, 2010)

- Bay Bridge Enterprise LLC (Upto 1st October, 2010)

- M/s. Adani Township & Real Estate Company

- M/s. Adani Exports

- Adani Renewable Energy LLP

3.Associate Entities with whom transactions done during the year

- Aditya Corpex Pvt. Ltd. - M/s. Ezy Global

- Hinduja Exports Pvt. Ltd. - Adani Agro Pvt. Ltd.

- M/s. Adani Commodities (Formerly Adani Investments) - Adani Properties Pvt. Ltd.

- iCall India Pvt. Ltd. - GSEC Limited (Upto 25th November, 2010)

4.Joint Control

- Adani Wilmar Ltd. - Chemoil Adani Pte Ltd., Singapore

- Parsa Kente Collieries Ltd. - Adani Welspun Exploration Ltd.

- Chemoil Adani Pvt. Ltd.- Adani Wilmar Pte. Ltd., Singapore_

5. Key Management Personnel

- Shri GautamS. Adani, Chairman - Shri Devang S. Desai, Executive Director & CFO

- Shri Rajesh S. Adani, Managing Director

6. Relatives of Key Management Personnel with whom transactions done during the year

Shri Vinod S. Adani

Disclosure in Respect of Material Related Party Transactions during the year :

1. Sales (Net of Return) to

(a) Subsidiary Companies/Firms: M/s. Adani Exports Rs. 47.68 Crores (P.Y. Rs. 2,320.23 Crores); Adani Global FZE Rs. Nil (P.Y Rs. 21.65 Crores); Adani Global Pte Ltd. Rs. Nil (P.Y Rs. 63.76 Crores); Adani Power Limited ^11.68 Crores (P.Y. Rs. Nil)

(b) Associate or Joint Control Entities : Aditya Corpex Pvt. Ltd. Rs. 2.58 Crores (P.Y. Rs. 3.52 Crores); GSEC Ltd. Rs. Nil (P.Y. Rs. 2.16 Crores); Adani Wilmar Ltd. Rs. 0.45 Crore (P.Y. Rs. 69.49 Crores); Chemoil Adani Pvt. Ltd. Rs. Nil (P.Y. Rs. 37.39 Crores).

2. Purchase (Net of Return) from

(a) Subsidiary Companies: Adani Global FZE Rs. 96.90 Crores (P.Y. Rs. 299.97 Crores); Adani Global Pte Ltd. Rs. 910.99 Crores (P.Y. Rs. 1,558.56 Crores); Adani Power Ltd. Rs. 255.19 Crores (P.Y. Rs. 437.04 Crores).

(b) Associate or Joint Control Entities : Adani Wilmar Ltd. Rs. Nil (P.Y. Rs. 0.64 Crores); Aditya Corpex Pvt. Ltd. Rs. 0.21 Crores (P.Y. Rs. Nil); M/s. Ezy Global Rs. 0.07 Crores (P.Y. Rs. Nil).

3. Sale of Fixed Asset to

(a) Subsidiary Companies: Adani Global FZE Rs. Nil (P.Y. Rs. 0.50 Crores); Adani Power Ltd. Rs. Nil (P.Y. Rs. 0.08 Crores); Adani Mining Pvt. Ltd. Rs. 0.01 Crores (P.Y. Rs. 0.07 Crores); Mundra Port & Special Econimic Zone Ltd. Rs. 0.05 Crores (P.Y. Rs. Nil).

(b) Associate or Joint Control Entities : GSEC Ltd. Rs. Nil (P.Y. Rs. 0.07 Crores); Adani Wilmar Ltd. Rs. 0.21 Crores (P.Y. Rs. 0.11 Crores); Chemoil Adani Pvt. Ltd. Rs. 0.14 Crores (P.Y. Rs. 0.04 Crores).

4. Purchase of Fixed Asset from

(a) Subsidiary Companies/Firms: Adani Agri Fresh Ltd. Rs. Nil (P.Y. Rs. 0.06 Crores); Adani Infrastructure and Developers Pvt. Ltd. Rs. Nil (P.Y. Rs. 0.09 Crores); M/s. Adani Township & Real Estate Co. Rs. 56.42 Crores (P.Y. Rs. Nil), Adani Renewable Energy LLP Rs. 53.76 Crores (P.Y. Rs. Nil).

(b) Associate or Joint Control Entities :Chemoil Adani Pvt. Ltd. Rs. Nil (P. Y Rs. 0.01 Crores); iCall India Pvt. Ltd Rs. 0.01 Crores (P.Y. Rs. Nil).

5. Purchase of Investments from

(a) Subsidiary Companies: Adani Mining Pvt. Ltd. Rs. Nil (P.Y. Rs. 0.15 Crores); Adani Infrastructure and Developers Pvt. Ltd. Rs. 0.05 Crores (P.Y. Rs. Nil).

(b) Associate or Joint Control Entities : Nil

6. Interest - received from / (paid to):

(a) Subsidiary Companies: Adani Infrastructure and Developers Pvt. Ltd.Rs. 31.23 Crores (P.Y. Rs. 55.26 Crores); Adani Power Limited Rs. 85.74 Crores (P.Y. Rs. Nil); Kutchh Power Generation Limited Rs. 15.47 Crores (PY. Rs. Nil); Adani Power Dahej Limited Rs. 12.45 Crores (P.Y. Rs. Nil); Adani Infra (India) Ltd. Rs. (18.20) Crores (P.Y. Rs. Nil); Mundra Port & Special Econimic Zone Ltd. Rs. (8.73) Crores (P.Y. t Nil); M/s. Adani Townships and Real Estate Co. Rs. 21.15 Crores (P.Y. Rs. 19.05 Crores);

(b) Associate or Joint Control Entities : Aditya Corpex Pvt. Ltd. Rs. Nil (P.Y. Rs. 5.00 Crores); Adani Welspun Exploration Ltd. Rs. 5.39 Crores (P.Y. Rs. 1.28 Crores ); Parsa Kente Collieries Ltd. Rs. 0.28 Crores (P.Y. Rs. 0.43 Crores).

7. Dividend received from subsidiary Company Mundra Port & Special Econimic Zone Ltd. Rs. 124.19 Crores (P.Y. Rs. Nil).

8. Funds given [includes investment in Preference shares/equity participation/business arrangement] to

(a) Subsidiary Companies: Adani Power Limited Rs. 3,638.94 Crores (P.Y. Rs. 138.75 Crores); Adani Infrastructure and Developers Pvt. Ltd. Rs. 727.32 Crores (P.Y. Rs. 966.16 Crores); M/s. Adani Townships and Real Estate Co. Rs. 421.89 Crores (P.Y Rs. 382.57 Crores)

(b) Associate or Joint Control Entities : Aditya Corpex Pvt. Ltd. Rs. 91.50 Crores (P.Y. Rs. 453.63 Crores); Adani Agro Pvt. Ltd. Rs. 717.43 Crores (P.Y. Rs. 235.96 Crores); Adani Welspun Exploration Ltd. Rs. 189.07 Crores (P.Y. Rs. 74.16 Crores); Adani Wilmar Ltd. Rs. 127.93 Crores (P.Y. Rs. 1.78 Crores).

(c) Key Management Personnel: Mr. Gautam S. Adani Rs. 36.00 Crores (P.Y. Rs. Nil), Mr. Rajesh S. Adani Rs. 28.50 Crores (P.Y. Rs. Nil)

9. Funds received [including redemption of Preference shares/business arrangement] from

(a) Subsidiary Companies: Adani Infrastructure and Developers Pvt. Ltd. Rs. 885.08 Crores (P.Y. Rs. 183.32 Crores); Adani Infra (India) Ltd. Rs. 730.00 Crores (P.Y. Rs. Nil); Mundra Port & Special Econimic Zone Ltd. Rs. 788.41 Crores (P.Y. Rs. Nil); Adani Developers Pvt. Ltd. Rs. Nil (P.Y. Rs. 76.00 Crores); Adani Power Ltd. Rs. 2,888.45 Crores (P.Y. Rs. 147.54 Crores).

(b) Associate or Joint Control Entities : Aditya Corpex Pvt. Ltd. Rs. 91.50 Crores (P.Y. Rs. 453.53 Crores); Adani Agro Pvt. Ltd. Rs. 104.53 Crores (P.Y. Rs. 848.86 Crores); Adani Welspun Exploration Ltd. Rs. 6.76 Crores (P.Y. Rs. 72.98 Crores).

(c) Key Management Personnel: Mr. Gautam S. Adani Rs. 36.00 Crores (P.Y. Rs. Nil), Mr. Rajesh S. Adani Rs. 28.50 Crores (P.Y. Rs. Nil)

10. Service rendered to

(a) Subsidiary Companies: Adani Agri Fresh Ltd. Rs. Nil (P.Y. ^ 0.10 Crores); Adani Agri Logistics Ltd. Rs. Nil (P.Y. Rs. 0.09 Crores); Adani Power Ltd. Rs. 0.24 Crores (P.Y. Rs. 3.29 Crores); Adani Gas Ltd.Rs. 0.13 Crores (P.Y. Rs. 11.09 Crores); Adani Shipping (India) Pvt. Ltd. Rs. 0.17 Crores (P.Y. Rs. Nil); Mundra Port & Special Economic Zone Ltd. Rs. 0.06 Crores (P.Y. Rs. 3.00 Crores);

(b) Associate or Joint Control Entities : Adani Wilmar Ltd. Rs. 0.10 Crores (P.Y. Rs. 0.13 Crores); Adani Welspun Exploration Ltd. Rs. 0.02 Crores (P.Y. Rs. Nil ); Chemoil Adani Pvt. Ltd. Rs. Nil (P.Y. Rs. 0.01 Crores).

11. Service availed from

(a) Subsidiary Companies : Mundra Port & Special Economic Zone Ltd. Rs.175.17 Crores (P.Y. Rs. 678.19 Crores)

(b) Associate or Joint Control Entities: Adani Wilmar Ltd. Rs. Nil (P.Y. Rs. 0.03 Crores).

12. Profit/(Loss) Sharing/Business Arrangement from Subsidiary companies/Firms: M/s. Adani Exports % 7.42 Crores (P.Y. Rs. 147.88 Crores); Adani Global Pte Ltd. Rs. Nil (P.Y. Rs. 9.25 Crores).

13. Rent paid to Associate or joint control entities: Adani Properties Pvt. Ltd. Rs. 0.43 Crores (P.Y. Rs. 0.50 Crores); Adani Wilmar Ltd. Rs. 0.02 Crores (P.Y. Rs. 0.02 Crores); Shri Vinod S. Adani Rs. 0.02 Crores (P.Y. Rs. 0.02 Crores).

14. Rent received from

(a) Subsidiary Companies : Mundra Port & Special Economic Zone Ltd. Rs. 0.03 (P.Y. Rs. 0.02 Crores);

(b) Associate or Joint Control Entities : Adani Wilmar Ltd. Rs. 0.71 Crores (P.Y. Rs. 0.42 Crores).

15. Remuneration to Key managerial persons: Mr. Gautam S. Adani Rs. 1.56 Crores (P.Y. Rs. 1.92 Crores); Mr. Rajesh S. Adani Rs. 3.08 Crores (P.Y. Rs. 2.71 Crores); Mr. Devang S. Desai Rs. 5.24 Crores (P.Y. Rs. 0.19 Crore).

16. Guarantee & Collateral securities to

(a) Subsidiary Companies: Adani Agri Fresh Ltd. Rs. Nil (P.Y. Rs. 60.00 Crores); Adani Global Pte Ltd. Rs. 44.65 Crores (P.Y. Rs. 45.14 Crores); Adani Global FZE Rs. 89.30 Crores (P.Y. Rs. 90.28 Crores).

(b) Associate or Joint Control Entities : Adani Wilmar Ltd. Rs. 67.70 Crores (P.Y. Rs. 83.91 Crores); Adani Welspun Exploration Ltd. Rs. 211.25 Crores (P.Y. Rs. 159.38 Crores).

33. Rights Issue

a. During the financial year, the company has completed Rights Issue comprising of 3,11,26,659 equity shares at a price of Rs. 475 per equity share aggregating to Rs. 1,478.52 Crores to its existing shareholders. The share premium of Rs. 474 per equity share, amounting to Rs. 1,475.40 Crores has been credited to Securities Premium Account. The Rights issue expenses amounting to Rs. 1.83 Crores, after netting off tax of Rs. 0.66 Crores have been adjusted to Securities Premium Account.

34. Qualified Institutional Placement

a. The Company has raised a sum of Rs. 4,000.00 Crores through Qualified Institutional Placement (QIP) and allotted 7,46,05,987 Equity shares of Rs. 1 each at a premium of Rs. 535.15 per Equity share to various Qualified Institutional Buyers on 29th July, 2010 in accordance with Chapter VIII of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009.

38. Quantitative information pursuant to para 3(i)(a) and 3(ii)(b) of part II of Schedule VI is not being disclosed in terms of General Exemption granted by the Ministry of Corporate Affairs, Government of India vide its Notification No. S. O. 301 (E) dated 8th February, 2011.

40. The Ministry of Corporate Affairs, Government of India vide its General Circular No.: 2/2011 dated 8th February, 2011 has granted general exemption to the Holding Companies from attaching balance sheets of Subsidiary Companies with the balance sheet of the Holding Company as per Section 212(8) of the Companies Act,1956 subject to fulfillment of certain conditions. Accordingly the Board of Directors of the company has passed the resolution giving consent for not attaching the balance sheets of the Subsidiary Companies with that of the Company.

41. On account of Scheme of arrangement and amalgamation with Company in the current year previous years figures are not strictly comparable. Previous year figures have been regrouped and reclassified wherever necessary to confirm to this years classification.

 
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