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Directors Report of Adani Ports & Special Economic Zone Ltd.

Mar 31, 2023

Your Directors are pleased to present the 24th Annual Report along with the Audited Financial Statements of your Company for the financial year ended 31st March, 2023 (“FY 2022-23/ FY23”).

Financial Performance

The Audited Financial Statements of your Company as on 31st March, 2023, are prepared in accordance with the relevant applicable Indian Accounting Standards (“Ind AS”) and Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”) and the provisions of the Companies Act, 2013 (“Act”).

The summarized financial highlight is depicted below:

(H In crore)

Particulars

Consolidated

Standalone

2022-23

2021-22

2022-23

2021-22

Revenue from operations

20,851.91

17,118.79

5,237.15

4,206.22

Other Income

1,553.48

2,223.72

2,998.79

2,519.31

Total Income

22,405.39

19,342.51

8,235.94

6,725.53

Expenditure other than Depreciation and Finance cost

8,018.46

6,722.28

1,966.50

1653.28

Depreciation and Amortisation Expenses

3,423.24

3,099.30

612.98

599.61

Foreign Exchange (Gain) / Loss (net)

1,886.32

872.07

2,446.14

895.42

Finance Cost

- Interest and Bank Charges

2,593.62

2,559.61

2,769.50

2,509.36

- Derivative (Gain)/Loss (net)

(230.98)

(15.69)

(89.11)

(15.70)

Total Expenditure

15,690.66

13,237.57

7,706.01

5,641.97

Profit before share of Profit/ (Loss) from joint ventures, exceptional items and tax

6,714.73

6,104.94

529.93

1,083.56

Share of loss from joint ventures

47.78

17.39

-

-

Profit before exceptional items and tax

6,762.51

6,122.33

529.93

1,083.56

Add/(Less):- Exceptional Items

(1,273.38)

(405.19)

(1,558.16)

(611.83)

Total Tax Expense

96.38

763.96

(548.80)

324.17

Profit/loss for the year

5,392.75

4,953.18

(479.43)

147.56

Other Comprehensive income (net of tax)

(531.00)

(73.46)

6.57

7.78

Total Comprehensive Income for the year (net of tax)

4,861.75

4,879.72

(472.86)

155.34

Attributable to:

Equity holders of the parent

4,773.57

4,810.96

-

-

Non-controlling interests

88.18

68.76

-

-

1. There are no material changes and commitments affecting the financial position of your Company, which have occurred between the end of the financial year and the date of this report except for disinvestment in Coastal International Terminals Pte Limited.

2. Previous year figures have been regrouped/re-arranged wherever necessary.

3. There has been no change in nature of business of your Company.

Performance Highlights

Your Company handled record cargo throughput of

339 MMT in FY23 with 9% Y-o-Y growth. Mundra Port continues to be India''s largest seaport with 155 MMT of total cargo handled during the year under review.

The key aspects of your Company''s consolidated performance during the FY23 are as follows:

¦ The overall container volumes handled by your Company in India jumped to ~8.6 million TEUs ( 5% YoY), including ~6.6 million TEUs at Mundra Port alone.

¦ APSEZ''s following ports/terminals have handled all time highest cargo in FY23 - Mundra Port,

Tuna Terminal, Hazira Port, Mormugao Terminal, Kattupalli Port & Ennore Container Terminal.

¦ Operating ports portfolio expanded to 12 Indian Ports/Terminals, including the recently acquired

Karaikal Port.

¦ A fully loaded cape-size vessel, MV NS Hairun, with a maximum draft of 17.85 meters sailed out from the Krishnapatnam Port with 1,68,100 MT of iron ore. Gangavaram Port has berthed largest displacement vessel to date (in June 2022) - MV MARAN FIDELITY - with Displacement of 2,21,083 MT & Cargo Parcel of 1,85,000 MT.

¦ Progressively, non-Mundra ports volume share in APSEZ ports portfolio is growing. In FY23, Mundra port''s volume share in APSEZ''s total volumes (excluding Haifa) was 46%, vs 48% in FY22. This indicates volume diversification and reduction in concentration risk. Similar trends were also witnessed in APSEZ ports'' container volumes, Mundra Port''s share in APSEZ total container volumes (excluding Haifa) has come down to 77.3% in FY23 from 79.4% in FY22. Also, the cargo volume share of east coast ports has increased to 39% in FY23 from 38% last year.

¦ Expanded the operating ports portfolio footprint outside India with acquisition of Haifa Port

Company, the operator of Israel''s largest port.

¦ Consolidated revenue from operations stood at H20,851.91 crore in FY23.

¦ Consolidated profit after tax for FY23 stood at H5,392.75 crore.

Mundra Port:

¦ Handled the deepest container vessel - MSC

Washington with an arrival draft of 17 meters -largest ever handled by any Indian port and the largest vessel, MSC Fatma, with a vessel length of 366 meters and carrying capacity of 15,194 TEUs.

¦ The port also docked its first LNG-fueled vessel,

Aframax Crude Oil Tanker, at its SPM facility. The draft is 14 meters long with a total displacement

of 1,26,810 MT.

Logistics:

¦ Containers transported through rail during the year achieved a new milestone crossing 500,000 TEUs ( 24% Y-o-Y).

¦ Bulk cargo has witnessed strong growth with 63% Y-o-Y increase and bulk cargo transportation exceeded 14 MMT milestone.

¦ Terminal volumes crossed 350,000 TEUs

reflecting a 19% Y-o-Y growth.

¦ Acquired ICD "Tumb” under logistics portfolio, one of the largest ICD in India with a capacity of 0.5

Mn TEUs.

¦ Added 18 rakes taking total rakes count to 93.

¦ Commissioned Taloja MMLP near Mumbai increasing our number of operational terminals

to 9.

¦ Operational silo capacity increased to ~1.1 MMT,

2 silos in project stage that are planned to be commissioned in FY24

The detailed operational performance of your

Company has been comprehensively discussed in the Management Discussion and Analysis Section which forms part of this Integrated Annual Report.

Credit Rating

The Company''s financial discipline and prudence is

reflected in the strong credit ratings ascribed by rating agencies. The details of credit rating are disclosed in the Corporate Governance Report, which forms part

of this Integrated Annual Report.

Dividend

Your Directors have recommended a dividend of H5 (250%) per Equity Share of H2 each and 0.01% dividend on 0.01% Non-Cumulative Redeemable Preference Shares of H10 each for FY23. The dividend is subject to approval of shareholders at the ensuing Annual General Meeting and shall be subject to deduction of tax at source. The dividend, if approved by the shareholders, would involve a cash outflow of ?1,080 crore.

The dividend recommended is in accordance with your Company''s Dividend Distribution and Shareholder Return Policy. The Dividend Distribution and Shareholder Return Policy, in terms of Regulation 43A of the SEBI Listing Regulations is available on your Company''s website on https://www.adaniports.com/-/ media/Project/Ports/Investor/corporate-governance/ Policies/Dividend-Distribution-and-Shareholder-Return-Policy.pdf.

Transfer to Reserves

There is no amount proposed to be transferred to the Reserves. The closing balance of the retained earnings of your Company for FY23, after all appropriations and adjustments was H27,057.02 crore.

Buyback of Senior Unsecured Notes (‘Senior Notes'') - Rule 144A/Regulation S

The Board approved the proposal to buy back 3.375% US$ 650 million Senior Unsecured Notes due in 2024

in one or more tranches. Your Company completed early settlement of Senior Notes tendered pursuant to the Tender Offer to purchase for cash up to US$130

million on 10th May, 2023.

For the remaining outstanding Senior Notes, the Company may choose to either accelerate or defer this plan subject to its own liquidity position and the market conditions and further subject to the terms, including the pricing and market conditions.

Status of Scheme of Arrangement

During the year under review, Hon''ble National Company Law Tribunal, Ahmedabad Bench and Hyderabad Bench ("NCLT”) vide their orders dated 21st

September, 2022 and 10th October, 2022, respectively, approved the Composite Scheme of Arrangement between Gangavaram Port Limited ("GPL'') and Adani Ports and Special Economic Zone Limited ("Company”)

and Adani Gangavaram Port Private Limited ("AGPL'') and their respective shareholders and creditors

("Composite Scheme”) under sections 230 to 232 and other applicable provisions of the Act.

Pursuant to the orders of the NCLT, GPL merged

with the Company w.e.f. the appointed date 1 i.e. 1st April, 2021 and subsequently, Divestment Business Undertaking (as defined in the Composite Scheme) of the Company was transferred to the AGPL as a going

concern on slump sale basis w.e.f. appointed date 2

i.e. 2nd April, 2021.

Pursuant to the Composite Scheme, your Company has allotted 4,77,65,715 Equity Shares of the face value of H2 each fully paid up, to the shareholders of

GPL.

Changes in Share Capital

Pursuant to approval of the Composite Scheme, the

authorized share capital of your Company has been increased from H1,100 crore to H2,100 crore.

Further, the equity paid up share capital of your Company stands increased from 211,23,73,230 Equity Shares of H2 each to 216,01,38,945 Equity Shares of

H2 each.

Strategic Acquisitions/ Divestment

A. Acquisition of stake in Indianoil Adani Ventures Limited (formerly, Indian Oil Tanking Limited) and IOT Utkal Energy Services Limited

During the year under review, your Company entered into definitive agreement with Oiltanking India GmbH to acquire its 49.38% equity stake in Indianoil Adani Ventures Limited [formerly, Indian Oil Tanking Limited ("IOTL'')] and 10% equity stake in IOT Utkal Energy Services Limited, subsidiary of IOTL.

IOTL and its subsidiaries have a network of terminals with a total capacity of 2.1 Mn KL for tank storage and handling of crude and petroleum products. IOTL''s business is located

in Navghar, Paradip, Raipur, Goa, IOCLs JNPT & Dumad terminals. IOTL also has a biogas plant of 15 TPD capacity in Namakkal, Tamil Nadu.

The said transaction was completed on 1st February, 2023. The consideration for Oiltanking India GmbH''s 49.38% stake in IOTL along with Oiltanking GmbH''s 10% stake in IOT Utkal Energy

Services Limited was H1,050 crore.

B. Acquisition of Karaikal Port Private Limited

During the year under review, Hon''ble National Company Law Tribunal, Chennai Bench vide its order dated 31st March, 2023 ("NCLT Order”) approved the Resolution Plan for Karaikal Port Private Limited ("KPPL'') submitted under the Insolvency and Bankruptcy Code, 2016 by your Company. Pursuant to the said NCLT Order, the existing equity share capital of KPPL stands cancelled and KPPL allotted fresh 10,00,000 equity shares of H10 each to the Company on 31st March, 2023. Accordingly, KPPL became wholly owned subsidiary of the Company.

Karaikal Port is an all-weather deep-water port in Puducherry with 5 operational berths, 3 railway sidings, total land area of over 600 hectares and

a built-in cargo handling capacity of 21.5 MMT. The port is in proximity to the containerized

cargo originating industrial centres of Tamil Nadu and the upcoming 9 MMTPA CPCL refinery. Your

Company acquired KPPL at a total consideration of H1,485 crore.

C. Acquisition of Inland Container Depot cum Private freight terminal situated at Tumb

Adani Forwarding Agent Private Limited, a step-

down subsidiary of your Company, acquired ownership and operation rights of Inland Container Depot cum Private freight terminal situated at Tumb village from Navkar Corporation

Limited for a consideration of H835 crore on 16th August, 2022.

D. Acquisition of Haifa Port Company Limited

Your Company incorporated a Joint Venture with Gadot Chemical Terminals (1985) Limited at Israel namely Mediterranean International Ports A.D.G.D Limited on 13th November, 2022. Your Company holds 70% stake in Mediterranean International Ports A.D.G.D Limited ("MIPAL''). MIPAL acquired Haifa Port Company Limited, Israel on 10th January, 2023, from Government of Israel.

E. Divestment of Coastal International Terminals Pte Limited

Your Company had entered into Share Purchase Agreement for sale of its investment in Coastal International Terminals Pte Limited, Singapore in May, 2022 subject to certain conditions

precedents and approvals.

In view of continuous delay in the approval process and challenges in meeting certain conditions precedents, your Company has obtained an independent valuation on "as is where is'' basis. Thereby the buyer and seller have renegotiated the sale consideration to USD 30 million. On receipt of the total transaction value, your Company shall transfer the equity to the buyer and its exit will stand concluded.

Fixed Deposits

There were no outstanding deposits within the meaning of Section 73 and 74 of the Act read with rules made thereunder at the end of FY23 or the previous financial years. Your Company did not accept

any deposit during the year under review.

Non-Convertible Debentures

Your Company has outstanding Listed, Secured Redeemable Non-Convertible Debentures ("NCDs")

of face value of H10 lakh each aggregating to H8,352 crore. These NCDs are listed on the Wholesale Debt Market Segment of BSE Limited.

Further, on 2nd March, 2023, your Company redeemed 4,940 NCDs, of face value of H10 lakh each which were issued on 2nd March, 2013, on private placement basis.

Particulars of loans, guarantees or investments

The provisions of Section 186 of the Act, with respect to a loan, guarantee, investment or security is not applicable to your Company, as your Company is engaged in providing infrastructural facilities which

is exempted under Section 186 of the Act. The particulars of loans, guarantee and investments made during the year under review are disclosed in the financial statements.

Subsidiaries, Joint Ventures and Associate Companies

A list of bodies corporate which are subsidiaries/ associates/joint ventures of your Company is provided

as part of the notes to consolidated financial statements.

During the year under review, following subsidiaries/ associates/joint ventures have been formed:

¦ Tajpur Sagar Port Limited

¦ Adani Aviation Fuels Limited

¦ Adani Agri Logistics (Sandila) Limited

¦ Adani Agri Logistics (Gonda) Limited

¦ Adani Agri Logistics (Chandari) Limited

¦ Adani Agri Logistics Katihar Two Limited

¦ PU Agri Logistics Limited

¦ HM Agri Logistics Limited

¦ BU Agri Logistics Limited

¦ Mediterranean International Ports A.D.G.D

Limited, Israel

¦ The Adani Harbour International DMCC, Dubai

¦ Port Harbour Services International Pte.

Limited, Singapore

Pursuant to the provisions of Section 129, 134 and 136 of the Act read with rules made thereunder and Regulation 33 of the SEBI Listing Regulations,

your Company has prepared consolidated financial statements of the Company and a separate statement containing the salient features of financial statement of subsidiaries, joint ventures and associates in Form AOC-1, which forms Part of this Integrated Annual Report.

The Annual Financial Statements and related detailed information of the subsidiary companies shall be

made available to the shareholders of the holding and

subsidiary companies seeking such information on all working days during business hours. The financial

statements of the subsidiary companies shall also be kept for inspection by any shareholders during working hours at your Company''s registered office

and that of the respective subsidiary companies concerned. In accordance with Section 136 of the Act, the Audited Financial Statements, including Consolidated Financial Statements and related information of your Company and audited accounts of each of its subsidiaries, are available on website of your Company (www.adaniports.com).

Your Company has formulated a policy for determining

Material Subsidiaries. The policy is available on your Company''s website and link for the same is given in

Annexure-A of this report.

Pursuant to Section 134 of the Act read with rules made thereunder, the details of developments of subsidiaries and joint ventures of your Company are covered in the Management Discussion and Analysis Report, which forms part of this Integrated Annual Report.

Management Discussion and Analysis

The Management Discussion and Analysis Report for the year under review, as stipulated under the SEBI Listing Regulations, is presented in a section forming part of this Integrated Annual Report.

Directors and Key Managerial Personnels

As of 31st March, 2023, your Company''s Board has ten members comprising of two Executive Directors, three Non-Executive and Non-Independent Directors and five Independent Directors including one Woman Director. The details of Board and Committee composition, tenure of directors, areas of expertise and other details are available in the Corporate Governance Report, which forms part of this Integrated Annual Report.

• Changes in Directors

Mrs. Avantika Singh Aulakh, IAS (DIN: 07549438), representing Gujarat Maritime Board, resigned as Director of your Company w.e.f. 21st September,

2022. The Board places on record the deep appreciation for valuable services and guidance provided by her during the tenure of her Directorship.

Mr. Ranjitsinh B. Barad, IAS (DIN:07559958), Vice Chairman & CEO, Gujarat Maritime Board was appointed an Additional Director of your Company w.e.f. 21st December, 2022. His appointment was approved by the shareholders by passing a resolution through Postal Ballot on 28th January,

2023.

• Re-appointment of Director

In accordance with the provisions of Section 152 of the Act, read with rules made thereunder and Articles of Association of your Company, Dr. Malay Mahadevia (DIN: 00064110) is liable to retire by rotation at the ensuing Annual General Meeting (AGM) and being eligible, offers himself for re-appointment.

The Board recommends the re-appointment of

Dr. Malay Mahadevia (DIN: 00064110) as Director for your approval. Brief details as required under Secretarial Standard-2 and Regulation 36 of SEBI Listing Regulations, are provided in the Notice of AGM.

• Declaration from Independent Directors

Your Company has received declarations from all the Independent Directors of your Company confirming that they meet with the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations and there has been no change in the circumstances which may affect their status as an Independent Director.

• Change in Key Managerial Personnel

During the year under review, Mr. D. Muthukumaran was appointed as Chief Financial Officer and Key Managerial Personnel of your Company w.e.f. 25th July, 2022.

Pursuant to provision of Section 203 of the Act, Mr. Gautam S. Adani, Chairman & Managing Director, Mr. Karan Adani, CEO & Whole-Time Director, Mr. D. Muthukumaran, Chief Financial

Officer and Mr. Kamlesh Bhagia, Company Secretary are Key Managerial Personnel of your Company as on 31st March, 2023.

Committees of Board

Details of various committees constituted by the Board, including the committees mandated pursuant to the applicable provisions of the Act and SEBI Listing Regulations, are given in the Corporate Governance Report, which forms part of this Integrated Annual Report.

Number of meetings of the Board

The Board met 6 (six) times during the year under

review. The details of board meetings and the attendance of the Directors are provided in the Corporate Governance Report, which forms part of

this Integrated Annual Report.

Independent Directors'' Meeting

The Independent Directors met on 22nd March, 2023, without the attendance of Non-Independent

Directors and members of the management. The Independent Directors reviewed the performance of Non-Independent Directors, the Committees and

the Board as a whole along with the performance of the Chairman of your Company, taking into account the views of Executive Directors and Non-Executive Directors and assessed the qu ality, qu antity and timeliness of flow of information between the management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

Board Evaluation and familiarization programme

The Nomination and Remuneration Committee engaged Talentonic HR Solutions Private Limited,

an external advisory company, to facilitate the evaluation and effectiveness process of the Board, its Committees and Individual Directors for the FY23.

A detailed Board effectiveness assessment questionnaire was developed by advisory company based on the criteria and framework adopted by the Board. Virtual meetings were organized with the Directors and discussions were held on three key themes i.e. strategic direction, fit-for-use and focus on Environment, Social and Governance.

The results of evaluation showed high level of commitment and engagement of Board, its various committees and senior leadership. The recommendations arising from the evaluation process were discussed at the Independent Directors'' meeting held on 22nd March, 2023 and also at the Nomination and Remuneration Committee meeting and Board meeting held on 29th May, 2023 and 30th May, 2023, respectively. The same was considered by the Board to optimize the effectiveness and functioning of Board and its Committees.

During the year under review, the Company has also conducted various programmes/meetings for

familiarization of Directors on different aspects.

Policy on Directors'' appointment and remuneration

Your Company''s policy on Directors'' appointment and remuneration and other matters ("Remuneration Policy”) pursuant to Section 178(3) of the Act is available on the website of your Company at https:// www.adaniports.com/-/media/Project/Ports/Investor/ corporate-governance/Policies/Remuneration-Policy. pdf.

The Remuneration Policy for selection of Directors

and determining Directors'' independence sets

out the guiding principles for the Nomination and Remuneration Committee for identifying the persons who are qualified to become the Directors. Your Company''s Remuneration Policy is directed

towards rewarding performance based on review of achievements. The Remuneration Policy is in consonance with existing industry practice.

We affirm that the remuneration paid to the Directors is as per the terms laid out in the Remuneration Policy.

Directors'' Responsibility Statement

Pursuant to Section 134(5) of the Act, the Board,

to the best of their knowledge and based on the information and explanations received from your

Company, confirm that:

a. in the preparation of the Annual Financial Statements, the applicable accounting standards have been followed and there are no material departures;

b. they have selected such accounting policies and applied them consistently and judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the loss of the Company for that period;

c. they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. they have prepared the Annual Financial Statements on a going concern basis;

e. they have laid down internal financial controls to

be followed by the Company and such internal financial control are adequate and operating effectively;

f. they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

Internal Financial control system and their adequacy

The details in respect of internal financial control

and their adequacy are included in Management Discussion and Analysis Report, which forms part of this Integrated Annual Report.

Risk Management

The Company has a structured Risk Management Framework, designed to identify, assess and mitigate risks appropriately. The Board has formed a Risk

Management Committee (RMC) to frame, implement and monitor the risk management plan for the Company. The RMC is responsible for reviewing the risk management plan and ensuring its effectiveness. The Audit Committee has additional oversight in the area of financial risks and controls. The major risks identified by the businesses are systematically addressed through mitigation actions on a continual basis. Further details on the Risk Management activities, including the implementation of risk management policy, key risks identified and their mitigations are covered in Management Discussion and Analysis section, which forms part of this Integrated Annual Report.

Board policies

The details of various policies approved and adopted by the Board as required under the Act and SEBI Listing Regulations are provided in Annexure - A to this report.

Corporate Social Responsibility (CSR)

The brief details of the CSR Committee are provided in the Corporate Governance Report, which forms part of this Integrated Annual Report. The CSR policy is available on the website of your Company

at https://www.adaniports.com/Investors/Corporate-Governance. The Annual Report on CSR activities is

annexed and forms part of this Integrated Annual report.

Further, the Chief Financial Officer of your Company has certified that CSR spends of your Company for FY23 have been utilized for the purpose and in the

manner approved by the Board of Directors of the Company.

Corporate Governance Report

Your Company is committed to maintain highest standards of corporate governance practices. The Corporate Governance Report, as stipulated by SEBI Listing Regulations, forms part of this Integrated Annual Report along with the required certificate from a Practicing Company Secretary, regarding compliance of the conditions of corporate governance, as stipulated.

In compliance with corporate governance requirements as per the SEBI Listing Regulations, your Company has formulated and implemented a Code of Conduct for all Board members and senior

management personnel of your Company ("Code of Conduct”), who have affirmed the compliance

thereto. The Code of Conduct is available on the website of your Company at https://www.adaniports. com/Investors/Corporate-Governance


Business Responsibility & Sustainability Report

In accordance with the SEBI Listing Regulations, the Business Responsibility & Sustainability Report, describing the initiatives taken by your Company from an environment, social and governance perspective for FY23. Business Responsibility & Sustainability Report for FY23 forms part of this Integrated Annual Report.

Annual Return

Pursuant to Section 134(3)(a) of the Act, the draft

annual return as on 31st March, 2023 prepared in accordance with Section 92(3) of the Act is made

available on the website of your Company and can be accessed using the https://www.adaniports.com/-/ media/Project/Ports/Investor/Investor-Downloads/ Annual-Return/Annual-Return-2023.pdf

Transactions with Related Parties

All transactions with related parties are placed before the Audit Committee for its approval. An omnibus approval from Audit Committee is obtained for the related party transactions which are repetitive in

nature.

All transactions with related parties entered into

during the financial year were at arm''s length basis and in the ordinary course of business and in accordance with the provisions of the Act and the rules made thereunder, the SEBI Listing Regulations and your

Company''s Policy on Related Party Transactions.

The Directors/ Members of the Audit Committee abstained from discussing and voting in the

transaction(s) in which they were interested.

Your Company has not entered into any transactions with related parties which could be considered material in terms of Section 188 of the Act. Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Act, in Form AOC 2, is not applicable.

Your Company did not enter into any related party transactions during the year which could be prejudicial to the interest of minority shareholders.

The Policy on Related Party Transactions is available on your Company''s website and can be accessed

using the link https://www.adaniports.com/Investors/ Corporate-Governance.

Insurance

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

Statutory Auditors & Auditors'' Report

Pursuant to Section 139 of the Act read with rules made thereunder, as amended, M/s. Deloitte Haskins & Sells LLP, Chartered Accountants (Firm Registration

No 117366W/W-100018) were re-appointed as the Statutory Auditors of your Company for the second term of five years till the conclusion of 28th Annual General Meeting (AGM) of your Company to be held

in the year 2027.

The Statutory Auditors have confirmed that they are not disqualified to continue as Statutory Auditors and are eligible to hold office as Statutory Auditors

of your Company.

Representative of the Statutory Auditors of your Company attended the previous AGM of your Company held on 26th July, 2022.

The Notes to the financial statements referred in the Auditors'' Report are self-explanatory.

Secretarial Audit Report

Pursuant to the provisions of Section 204 of the Act, read with the rules made thereunder, the Board reappointed Mr. Ashwin Shah, Practicing Company Secretary, to undertake the Secretarial Audit of your Company for FY23. The Secretarial Audit Report for the year under review is provided as Annexure-B of this report.

Explanation to Statutory and Secretarial Auditors'' Modified Opinion

The Statutory and Secretarial Auditors'' modified opinion has been appropriately dealt with in Note No. 47 and 48 of the Standalone Financial Statements and Note No. 40(ii) and 58 of the Consolidated Financial Statements.

Secretarial Audit of Material Unlisted Indian Subsidiary

As on 31st March, 2023 your Company had 5 material subsidiaries.

As per the requirements of SEBI Listing Regulations, the Practicing Company Secretaries re-appointed by respective material subsidiaries of the Company undertook secretarial audit of these subsidiaries for FY23. Each secretarial audit report confirms that the relevant material subsidiary has complied with the provisions of the Act, rules, regulations and guidelines and that there were no deviations or noncompliances. The secretarial audit reports of each material subsidiary forms part of this Integrated Annual Report.

Secretarial Standards

During the year under review, your Company has complied with all the applicable provisions of Secretarial Standard-1 and Secretarial Standard-2 issued by the Institute of Company Secretaries of India.

Investor Education and Protection Fund (IEPF)

During the year, your Company transferred the unclaimed and un-encashed dividends for the year 2014-15 (final) and 2015-16 (interim) to IEPF. Further, corresponding shares, on which dividends were unclaimed for seven consecutive years, were transferred to IEPF as per the requirements of the IEPF Rules.

Reporting of frauds by auditors

During the year under review, the statutory auditors and secretarial auditor of your Company have not reported any instances of fraud committed in your Company by its officers or employees, to the Audit Committee under section 143(12) of the Act.

Particulars of Employees

Your Company had 3,052 (consolidated basis)

employees as of 31st March, 2023.

The percentage increase in remuneration, ratio of remuneration of each Director and Key Managerial Personnel (KMP) to the median of employees'' remuneration, as required under Section 197 of the Act, read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are provided in Annexure-C of this report.

The statement containing particulars of employees, as required under Section 197 of the Act, read with rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate annexure forming part of this report. In terms of Section 136 of the Act, the Integrated Annual Report is being sent to the shareholders and others entitled thereto, excluding the said annexure, which is available for inspection by the shareholders at the Registered Office of your Company during business hours on working days of your Company. If any shareholder is interested in obtaining a copy thereof, such shareholder may write to the Company Secretary in this regard.

Prevention of Sexual Harassment at Workplace

As per the requirement of The Sexual Harassment of Women at Workplace (Prevention, Prohibition &

Redressal) Act, 2013 and rules made thereunder, your Company has constituted Internal Complaints Committees (ICs), at all relevant locations across India to consider and resolve the complaints related to sexual harassment. The ICs includes external members with relevant experience. The ICs, presided by senior women, conduct the investigations and make decisions at the respective locations. The ICs also work extensively on creating awareness on relevance of sexual harassment issues, including while working remotely.

During the year under review, your Company has not received any complaint pertaining to sexual harassment.

All new employees go through a detailed personal

orientation on anti-sexual harassment policy adopted by your Company.

Vigil Mechanism

Your Company has adopted a whistle blower policy and has established the necessary vigil mechanism for directors and employees in confirmation with Section 177 of the Act and Regulation 22 of SEBI Listing Regulations, to facilitate reporting of the genuine concerns about unethical or improper activity, without fear of retaliation.

The vigil mechanism of your Company provides for adequate safeguards against victimization of directors and employees who avail of the mechanism

and also provides for direct access to the Chairman of the Audit Committee in exceptional cases.

No person has been denied access to the Chairman of the Audit Committee. The said policy is uploaded

on the website of your Company at https://www. adaniports.com/-/media/Project/Ports/Investor/

corporate-governance/Policies/Whistle-Blower-

Policy.pdf

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Act read with rule 8 of the Companies (Accounts) Rules, 2014,

as amended is provided as Annexure-D of this report.

General Disclosures

Neither the Executive Chairman nor the CEO of your Company received any remuneration or commission

from any of the subsidiary of your Company.

Your Directors state that no disclosure or reporting is required in respect of the following items, as there were no transactions/events of these nature during

the year under review:

1. Issue of equity shares with differential rights as to

dividend, voting or otherwise.

2. Issue of Shares (Including Sweat Equity Shares)

to employees of your Company under any scheme.

3. Significant or material orders passed by the Regulators or Courts or Tribunals which impact

the going concern status and your Company''s operation in future.

4. Voting rights which are not directly exercised by the employees in respect of shares for the subscription/ purchase of which loan was given by your Company (as there is no scheme pursuant to which such persons can beneficially hold shares as envisaged under section 67(3)(c) of the Act).

5. Application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016.

6. One time settlement of loan obtained from the Banks or Financial Institutions.

7. Revision of financial statements and Directors''

Report of your Company.

Acknowledgement

Your Directors are highly grateful for all the guidance, support and assistance received from the Government of India, Governments of various states in India, Maritime Boards, concerned Government Departments, Financial Institutions and Banks. Your Directors thank all the esteemed shareholders, customers, suppliers and business associates for their faith, trust and confidence reposed in your Company.

Your Directors wish to place on record their sincere

appreciation for the dedicated efforts and consistent contribution made by the employees at all levels, to ensure that your Company continues to grow and excel.


Mar 31, 2022

Your Directors are pleased to present the 23rd Annual Report along with the Audited Financial Statements of your Company for the financial year ended 31st March, 2022.

Financial Performance

The Audited Financial Statements of the Company as on 31st March, 2022, are prepared in accordance with the relevant applicable Ind AS and Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations”) and the provisions of

the Companies Act, 2013 ("Act"),

The summarized financial highlight is depicted below:

(H In crore)

Particulars

Consolidated

Standalone

2021-22

2020-21

2021-22

2020-21

Revenue from operations

15,934,03

12,549,60

4,206,22

4,377,15

Other Income

2,154,78

1,970,23

2,519,31

2,266,31

Total Income

18,088.81

14,519.83

6,725.53

6,643.46

Expenditure other than Depreciation and Finance cost

6,183,03

4,566,16

1,503,28

1,506,27

Depreciation and Amortisation Expenses

2,739,63

2,107,34

599,61

619,18

Foreign Exchange (Gain) / Loss (net)

872,07

(715,24)

895,42

(718,48)

Finance Cost

- Interest and Bank Charges

2,556,27

2,129,16

2,509,36

2,201,15

- Derivative (Gain)/Loss (net)

(15,69)

126,13

(15,70)

125,70

Total Expenditure

12,335.31

8,213.55

5,491.97

3,733.82

Profit before share of Profit/ (Loss) from joint ventures, exceptional items and tax

5,753.50

6,306.28

1,233.56

2,909.64

Share of loss from joint ventures

192,85

(14,27)

-

-

Profit before exceptional items and tax

5,946.35

6,292.01

1,233.56

2,909.64

Add/(Less): Exceptional Items

(405,19)

-

(611,83)

-

Total Tax Expense

745.92

1,243.27

324.17

981.71

Profit for the year

4,795.24

5,048.74

297.56

1,927.93

Other Comprehensive income (net of tax)

(74.00)

(15.92)

7.78

8.18

Total Comprehensive Income for the year (net of tax)

4,721.24

5,032.82

305.34

1,936.11

Attributable to:

Equity holders of the parent

4,652,48

4,978,82

-

-

Non-controlling interests

68,76

54,00

-

-

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

2, Previous year figures have been regrouped/re-arranged wherever necessary.

¦ Added 14 new rakes taking the total count to 75

rakes.

¦ Bulk rake movement (under GPWIS) has witnessed strong growth with 8.7 MMT of cargo transported, which is a growth of 98% YoY

¦ Six Multi-Modal Logistics Park (MMLP) are now operational, including the new MMLP at Nagpur and resumption of operations at Kilaraipur (Ludhiana).

Construction also commenced at three more MMLPs namely Virochannagar, Taloja and Panipat.

¦ Adani Agri Logistics commenced development of five new projects adding a total of 250,000 MT, a growth of 28% to its overall capacity.

The detailed operational performance of the Company has been comprehensively discussed in the Management Discussion and Analysis section which forms part of this Integrated Annual Report.

Dividend

Your Directors have recommended a dividend of 250% (H5) per Equity Share of H2 each and 0.01% dividend on 0.01% Non-Cumulative Redeemable Preference

Shares of H10 each for the FY22. The said dividend, if approved by the shareholders, would involve a cash outflow of H1,056 crore.


Performance Highlights

Your Company handled record cargo throughput of

312 MMT in FY 2021-22 (FY22). Mundra Port continues to rank 1st in terms of total cargo handling and 2nd in terms of container cargo handling during the year

under review.

The key aspects of your Company''s consolidated performance during the FY22 are as follows:

¦ Highest ever cargo of 312 MMT, which is a growth of 26% year on year (YoY). All-time high handling of containers, coking coal, edible oil, chemicals, crude,

POL and steel.

¦ Accelerated growth for incremental 100 MMT of cargo throughput by achieving it in just 3 years, while the previous 100 MMT was achieved in 5 years and the initial 100 MMT was achieved in 14 years.

¦ Record Container Volume of 8.2 million twenty-foot

equivalent units (TEUs), which is a growth of 14% YoY. For the FY22, the dry cargo share is at 50.5%, container at 38%, liquid including crude at 11% and gas at 0.5%

¦ Operating ports portfolio expanded to 12 ports with

addition of Gangavaram. FY22 has seen a life-time record performance for Mundra, Dhamra, Ennore,

Tuna, and Hazira.

¦ The cargo volume share of non-Mundra ports jumps to 52% from 42% last year. Also, the cargo volume share of east coast ports increased to 38% from

26% last year.

¦ Consolidated Revenue from operations stood at H15,934.03 crore in FY22.

¦ Consolidated profit after tax for the FY22 stood at H4,795.24 crore.

Mundra Port:

¦ Reached a distinct milestone of crossing 150 MMT of cargo volume in a year, which is the highest

among all ports in India.

¦ Reinforced its premier container terminal position in India by handling 6.5 million TEUs, a growth of

15% YOY

¦ Handled record 18,789 trains, a growth of 19% YoY, implying an improved rail co-efficient and

environment friendly operations with lower carbon footprint.

Logistics:

¦ Highest ever rail volumes of 403,000 TEUs, a

growth of 29% YoY

The Dividend Distribution and Shareholder Return Policy, in terms of Regulation 43A of the SEBI Listing Regulations is available on the Company''s website on

https://www.adaniports.com/7media/Project/Ports/

Investor/corporate-governance/Policies/Dividend-

Distribution-and-Shareholder-Return-Policy.pdf.

Transfer to Reserves

There is no amount proposed to be transferred to the Reserves. The closing balance of the retained earnings of the Company for FY22, after all appropriations and adjustments was H16,279.96 crore.

Senior Unsecured Notes (‘Notes'') Issuance -Rule 144A/Regulation S Offerings

During the year under review, your Company has raised USD 750 million of dual tranche 10.5 year and 20 year Senior Unsecured Notes in global capital markets pursuant to Regulation S and Rule 144A of

the U.S. Securities Act.

These Notes are rated Baa3 by Moody''s, BBB- by S&P

and BBB- by Fitch.

Status of Scheme of Arrangement

A) Sarguja Rail Corridor

During the year under review, Hon''ble National Company Law Tribunal, Ahmedabad ("NCLT”) vide

its order dated 27th January, 2022 sanctioned the Composite Scheme of Arrangement between Adani Ports and Special Economic Zone Ltd. ("CompanyTAPSEZ") and Brahmi Tracks Management Services Pvt. Ltd ("Brahmi”) and Adani Tracks Management Services Pvt. Ltd ("Adani Tracks”) and Sarguja Rail Corridor Pvt. Ltd ("Sarguja”) and their respective shareholders and creditors ("Scheme-1”) under sections 230 to 232 and other applicable provisions of the Act.

The Scheme-1 was made effective on 17th February, 2022 with effect from the Appointed Date i.e. 1st April, 2021. Pursuant to the Scheme, the Company has allotted 7,06,21,469 Equity Shares of the face value of H2 each fully paid up, to eligible shareholder of Brahmi, in the share exchange ratio, as provided in the Scheme-1.

Accordingly, the equity paid up share capital of the Company stands increased from 204,17,51,761 Equity Shares of H2 each to 211,23,73,230 Equity

Shares of H2 each.

B) Gangavaram Port

During the year under review, the Board of Directors of the Company ("Board”) at its meeting

held on 22nd September, 2021, approved the Composite Scheme of Arrangement between Gangavaram Port Ltd. ("GPL'') and Adani Ports

and Special Economic Zone Ltd. ("Company”) and Adani Gangavaram Port Pvt. Ltd. ("AGPPL'') and their respective shareholders and creditors (the ''Scheme-2'') under sections 230 to 232 and other applicable provisions of the Act, which provides as under -

a) amalgamation of GPL with the Company with effect from the Appointed Date 1, i.e. 1st April, 2021, pursuant to the provisions of Sections 230

- 232 and/or other applicable provisions of the Act and in compliance with Section 2(1B) of the

Income Tax Act ("IT Act”).

b) transfer of the Divestment Business Undertaking

(as defined in the Scheme -2) as a going concern on a Slump Sale basis, with effect from the Appointed Date 2 i.e. 2nd April, 2021, by the Company to AGPPL, for a lump sum consideration, as provided in Scheme-2, pursuant to the provisions of Sections 230 - 232 and/ or other applicable provisions of the Act and in accordance with Section 2(42C) of the IT Act.

c) Various other matters consequential or otherwise

integrally connected herewith.

The Scheme-2 has been approved by the shareholders, secured creditors and unsecured

creditors of the Company at their meetings held on 14th March, 2022, as per direction of Hon''ble NCLT, Ahmedabad.

The Scheme-2 is subject to approval of Hon''ble NCLT, Ahmedabad and Hon''ble NCLT, Hyderabad.

Changes in Share Capital

Pursuant to approval of Scheme-1 by the Hon''ble

NCLT, Ahmedabad, the authorized share capital of the Company has been increased from H1,000 crore

to H1,100 crore.

Further, the equity paid up share capital of the Company stands increased from 204,17,51,761 Equity Shares of H2 each to 211,23,73,230 Equity Shares of

H2 each.

Fixed Deposits

There were no outstanding deposits within the meaning of Section 73 and 74 of the Act read with rules made thereunder at the end of the FY 2021-22 or the previous financial years. Your Company did not

accept any deposit during the year under review.

Non-Convertible Debentures

During the year under review, your Company has issued and allotted 10,000 Rated, Listed, Secured Redeemable Non-Convertible Debentures ("NCDs”) of face value of H10 lakh each aggregating to H1,000 crore on a private placement basis. These NCDs are listed on the Wholesale Debt Market Segment of BSE Ltd.

Further, on 27th September, 2021 your Company has redeemed 1,000 NCDs, of face value of H10 lakh each

which were issued in 2012 on private placement basis.

Particulars of Loans, Guarantees or Investments

The provisions of Section 186 of the Act, with

respect to a loan, guarantee, investment or security is not applicable to the Company, as the Company is engaged in providing infrastructural facilities which

is exempted under Section 186 of the Act. The particulars of loans, guarantee and investments made during the year under review are disclosed in the financial statements.

Strategic Acquisition / Divestment

¦ APSEZ increased its ownership from 75% to 100% in Krishnapatnam Port by acquiring 25% stake from

Vishwasamudra Holdings on 8th June, 2021.

¦ APSEZ acquired 31.50% stake in Gangavaram Port Ltd from Windy Lakeside Investment Ltd. on 16th April, 2021 and 10.4% stake from Government of

Andhra Pradesh on 22nd September, 2021.

¦ Adani Krishnapatnam Port Ltd., wholly owned subsidiary of the Company, acquired 100% stake of Seabird Distriparks (Krishnapatnam) Pvt. Ltd. on 31st

January, 2022.

¦ The Adani Harbour Services Ltd., a wholly owned subsidiary of the Company acquired 100% stake of

Savijana Sea Foods Pvt. Ltd. and 97.17% stake of Ocean Sparkle Ltd. on 10th May, 2022.

¦ APSEZ divested 100% stake of MPSEZ Utilities Ltd.

on 16th December, 2021.

Subsidiaries, Joint Ventures and Associate Companies

A list of bodies corporate which are subsidiaries/ associates/ joint ventures of your Company is

provided as part of the notes to consolidated financial statements.

During the year under review, following subsidiaries and joint ventures have been formed/acquired:

¦ HDC Bulk Terminal Ltd.

¦ EZR Technologies Pvt. Ltd.

¦ Adani Gangavaram Port Pvt. Ltd.

¦ Seabird Distriparks (Krishnapatnam) Pvt. Ltd.

¦ AYN Logistics Infra Pvt. Ltd.

¦ Adani International Ports Holdings Pte Ltd.,

Singapore

¦ Colombo West International Terminal (Private) Ltd.,

Sri Lanka

The Adani Harbour Services Ltd., a wholly owned subsidiary of the Company has acquired 100% stake

of Savijana Sea Foods Pvt. Ltd. and 97.17% stake of Ocean Sparkle Ltd. on 10th May, 2022.

The Company has entered into a binding Share Purchase Agreement (SPA) for sale of its investments in Coastal International Terminals Pte Limited, Singapore, which has investments in Myanmar Project. The management has concluded that the net realizable value is higher than the carrying value. Accordingly, assets and liabilities of this entity which includes: non-current assets (including capital work-in-progress) H1,640.30 crore, cash and cash equivalent H23.03 crore, other current assets H0.80 crore and other current liabilities H257.81 crore are classified as held for sale.

Pursuant to the provisions of Section 129, 134 and 136 of the Act read with rules made thereunder and Regulation 33 of the SEBI Listing Regulations,

the Company has prepared Consolidated Financial Statements of the Company and a separate statement containing the salient features of financial statement of subsidiaries, joint ventures and associates in Form AOC-1, which forms part of this Integrated Annual Report.

The Annual Financial Statements and related detailed information of the subsidiary companies shall be made available to the shareholders of the holding and subsidiary companies seeking such information on all working days during business hours. The financial statements of the subsidiary companies shall also be kept for inspection by any shareholders during working hours at the Company''s registered office and that of the respective subsidiary companies concerned. In accordance with Section 136 of the Act, the audited financial statements, including consolidated financial

statements and related information of the Company and audited accounts of each of its subsidiaries,

are available on website of the Company (www. adaniports.com).

Pursuant to Section 134 of the Act read with rules made thereunder, the details of developments of subsidiaries and joint ventures of the Company are covered in the Management Discussion and Analysis section, which forms part of this Integrated Annual Report.

Management Discussion and Analysis

The Management Discussion and Analysis for the year under review, as stipulated under the SEBI Listing Regulations, is presented in a section forming part of

this Integrated Annual Report.

Directors and Key Managerial Personnels

As of 31st March, 2022, your Company''s Board had ten members comprising of two Executive Directors, three Non-Executive and Non-Independent Directors and five Independent Directors. The Board has

two Women Directors. The details of Board and Committee composition, tenure of directors, areas of expertise and other details are available in the Corporate Governance Report, which forms part of this Integrated Annual Report.

Mr. Gautam S. Adani (DIN: 00006273) has been reappointed as Chairman and Managing Director for a period of five years w.e.f 1st July, 2022, subject to approval of shareholders of the Company, at the ensuing Annual General Meeting ("AGM").

Mr. Karan Adani (DIN: 03088095) has been reappointed as CEO and Whole Time Director of the

Company for a period of five years w.e.f 24th May, 2022, subject to the approval of shareholders of the Company, at the ensuing AGM.

In accordance with the provisions of Section 152 of the Act, read with rules made thereunder and Articles of Association of the Company, Mr. Rajesh S. Adani (DIN: 00006322) is liable to retire by rotation at the ensuing AGM and being eligible offers himself for reappointment.

Pursuant to the provisions of Section 149 of the Act,

Mr. Bharat Sheth (DIN: 00022102) was appointed as an Independent Director of the Company for a period of three years w.e.f 15th October, 2019. The Board, on the recommendation of Nomination and Remuneration Committee and after taking into account the performance evaluation of his first term

and considering the business acumen, knowledge, experience, skills and contribution, have re-appointed

him as an Independent Director for a second term of three consecutive years w.e.f 15th October, 2022, subject to approval of shareholders at the ensuing AGM. In the opinion of the Board, he possesses requisite expertise, integrity and experience (including proficiency) for re-appointment as an Independent Director of the Company. The terms and conditions of re-appointment of Independent Directors are as per Schedule IV of the Act and SEBI Listing Regulations, and available on Company''s website (www.adaniports. com).

The Board recommends the re-appointment of above Directors for your approval. Brief details of Directors proposed to be appointed/ re-appointed, as required under Regulation 36 of the SEBI Listing Regulations,

are provided in the Notice of the AGM.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations and there has been no change in the circumstances which may affect their status as an Independent Director.

Pursuant to provision of Section 203 of the Act, Mr.

Gautam S. Adani, Chairman & Managing Director, Mr. Karan Adani, CEO & Whole-Time Director and Mr. Kamlesh Bhagia, Company Secretary are Key Managerial Personnels of the Company as on 31st

March, 2022.

Committees of Board

During the year under review, with an objective of further strengthen the governance standards so as to match with internationally accepted better practices, the Board had reconstituted certain existing

Committees to bring more independence; constituted certain New Committees & Sub-Committees; and

amended / adopted the terms of reference of the said committees. Most of the Committees consist of majority of Independent Directors.

Details of various Committees constituted by the Board, including the committees mandated pursuant to the applicable provisions of the Act and SEBI Listing Regulations, are given in the Corporate Governance Report, which forms part of this Integrated Annual Report.


Number of meetings of the Board

The Board met 8 (eight) times during the year under review. The details of board meetings and

the attendance of the Directors are provided in the Corporate Governance Report, which forms part of

this Integrated Annual Report.

Independent Directors'' Meeting

The Independent Directors met on 12th March, 2022, without the attendance of Non-Independent Directors and members of the management. The Independent Directors reviewed the performance of Non-Independent Directors, the Committees and the Board as a whole alongwith the performance of the Chairman of the Company, taking into account the views of Executive Directors and Non-Executive Directors and assessed the quality, quantity and timeliness of flow of information between the management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

Board Evaluation and familiarization programme

The Nomination and Remuneration Committee engaged M/s Grant Thornton Bharat LLP, external

advisory firm, to facilitate the evaluation and effectiveness process of the Board, its Committees and Individual Directors for the FY 2021-22.

A detailed Board effectiveness assessment

questionnaire was developed by advisory firm based on the criteria and framework adopted by the Board. Virtual meetings were organized with the Directors and discussions were held on three key themes i.e. strategic priorities, fit-for-purpose/ capability and focus on Environment, Social and Governance ("ESG”).

The results of evaluation showed high level of commitment and engagement of Board, its various committees and senior leadership. The

recommendations arising from the evaluation process were discussed at the Independent Director''s meeting held on 12th March, 2022, Nomination and Remuneration Committee meeting and Board

meeting held on 10th May, 2022 and 24th May, 2022, respectively. The same were considered by the Board to optimize the effectiveness and functioning of Board and its Committees.

Policy on Directors'' appointment and remuneration

The Company''s policy on Directors'' appointment and remuneration and other matters ("Remuneration Policy”) provided in Section 178(3) of the Act

is available on the website of the Company at https://www.adaniports.com/Investors/Corporate-Governance.

We affirm that the remuneration paid to the directors is as per the terms laid out in the Remuneration Policy.

Directors'' Responsibility Statement

Pursuant to Section 134(5) of the Act, the Board, to the

best of their knowledge and based on the information and explanations received from the Company, confirm that:

a. in the preparation of the Annual Financial Statements, the applicable accounting standards have been followed and there are no material departures;

b. they have selected such accounting policies and applied them consistently and judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

c. they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. they have prepared the Annual Financial Statements on a going concern basis;

e. they have laid down internal financial controls to

be followed by the Company and such internal financial control are adequate and operating

effectively;

f. they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

Internal Financial control system and their adequacy

The details in respect of internal financial control and their adequacy are included in Management

Discussion and Analysis section, which forms part of

this Integrated Annual Report.

Risk Management

The Board has formed a Risk Management Committee

to frame, implement and monitor the risk management plan for the Company. The Committee is responsible for reviewing the risk management plan and ensuring its effectiveness. The Audit Committee has additional oversight in the area of financial risks and controls. The major risks identified by the businesses are systematically addressed through mitigation actions on a continual basis. Further, details are included in the separate section forming part of this Integrated Annual Report.

Board policies

The details of the policies approved and adopted by the Board as required under the Act and SEBI Listing Regulations are provided in Annexure-A to this report.

Corporate Social Responsibility ("CSR")

The Company has changed the nomenclature of "Sustainability and Corporate Social Responsibility Committee” to "Corporate Social Responsibility Committee” and has approved the revised terms

of reference. The brief details of Committee are provided in the Corporate Governance Report, which forms part of this Integrated Annual Report. The CSR policy is available on the website of the Company at https://www.adaniports.com/Investors/Corporate-Governance. The Annual Report on CSR activities is annexed and forms part of this report.

Further, the Chief Executive Officer of the Company

has certified that CSR spends of the Company for the FY 2021-22 have been utilized for the purpose and in

the manner approved by the Board.

Corporate Governance Report

The Company is committed to good corporate governance practices. The Corporate Governance Report as stipulated by SEBI Listing Regulations, forms part of this Integrated Annual Report along with the required Certificate from a Practicing Company Secretary regarding compliance of the conditions of Corporate Governance as stipulated.

In compliance with Corporate Governance requirements as per the SEBI Listing Regulations, your Company has formulated and implemented a

Code of Conduct for all Board members and senior

management personnel of the Company (Code of Conduct), who have affirmed the compliance thereto. The Code of Conduct is available on the website of the Company at https://www.adaniports.com/-/ media/Project/Ports/Investor/corporate-governance/ Policies/Code_of_Conduct.pdf

Business Responsibility & Sustainability Report

The Company has voluntarily provided the Integrated

Report, which encompasses both financial and nonfinancial information to enable the stakeholders to take well informed decisions and have a better understanding of the Company''s long-term perspective.

In our constant endeavor to improve governance, your Company has, on a voluntary basis, transitioned to Business Responsibility & Sustainability Report ("BRSR”) for the year ended 31st March, 2022, which forms part of this Integrated Annual Report.

Annual Return

Pursuant to Section 134(3) (a) of the Act, the draft

annual return as on 31st March, 2022 prepared in accordance with Section 92(3) of the Act is made

available on the website of the Company and can be assessed using the link https://www.adaniports.com/-/ media/Project/Ports/Investor/Investor-Downloads/ Annual-ReturnZAnnual-Return-2022.pdf.

Transactions with Related Parties

All transactions with related parties are placed before the Audit Committee for its approval. An omnibus approval from Audit Committee is obtained for the related party transactions which are repetitive in

nature.

All transactions with related parties entered into

during the financial year were at arm''s length basis and in the ordinary course of business and in accordance with the provisions of the Act and the rules made thereunder, the SEBI Listing Regulations and the

Company''s Policy on Related Party Transactions.

Your Company has not entered into any transactions with related parties which could be considered material in terms of Section 188 of the Act and SEBI Listing Regulations. Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Act, in Form AOC 2, is not applicable.

The Directors / members of the Audit Committee

abstained from discussing and voting in the transaction(s) in which they were interested.

The Company did not enter into any related party transactions during the year which could be prejudicial to the interests of minority shareholders.

No loans / investments to / in the related party have been written off or classified as doubtful during the

year.

The Policy on Related Party Transactions is available on the Company''s website and can be assessed using the link https://www.adaniports.com/Investors/ Corporate-Governance.

General Disclosure

Neither the Executive Chairman nor the CEO of the Company received any remuneration or commission

from any of the subsidiary of your Company.

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions/events on these items during

the year under review:

1. Issue of equity shares with differential rights as to

dividend, voting or otherwise.

2. Issue of Shares (Including Sweat Equity Shares)

to employees of the Company under any scheme.

3. Significant or material orders passed by the Regulators or Courts or Tribunals which impact

the going concern status and the Company''s operation in future.

4. Voting rights which are not directly exercised

by the employees in respect of shares for the subscription/ purchase of which loan was given by the Company (as there is no scheme pursuant to which such persons can beneficially hold shares as envisaged under section 67(3)(c) of the Act).

5. Change in the nature of business of your Company.

6. Application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016.

7. One time settlement of loan obtained from the banks or financial institutions.

Insurance

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

Statutory Auditors & Auditors'' Report

As per Section 139 of the Act read with rules made thereunder, as amended, the first term of M/s. Deloitte Haskins & Sells LLP, Chartered Accountants (Firm Registration No 117366W/W-100018), as the Statutory Auditors of the Company, expires at the conclusion of the ensuing AGM and they are eligible for re-appointment for a second term of 5 (five) years. Your Company has received letter from M/s. Deloitte Haskins & Sells LLP, Chartered Accountants, to the effect that their re-appointment, if made, would be within the prescribed limits under Section 141 of the Act read with rules made thereunder and that they are not disqualified for such re-appointment.

Your Directors recommend the re-appointment of M/s. Deloitte Haskins & Sells LLP, Chartered Accountants, as Statutory Auditors of the Company to hold office from the conclusion of this AGM till the conclusion of

28th AGM of the Company to be held in the calendar year 2027.

Representative of the Statutory Auditors of the

Company had attended the last AGM of the Company held on 12th July, 2021.

The Notes to the financial statements referred in the Auditors'' Report are self-explanatory. There are no qualifications or reservations, or adverse remarks or disclaimers given by Statutory Auditors of the

Company and therefore do not call for any comments under Section 134 of the Act. The Auditors'' Report is enclosed with the financial statements in this Integrated Annual Report.

Secretarial Audit Report

Pursuant to the provisions of Section 204 of the Act, read with the rules made thereunder, the Board has re-appointed Mr. Ashwin Shah, Practicing Company Secretary, to undertake the Secretarial Audit of the Company. The Secretarial Audit Report for the FY 2021-22 is provided as Annexure-B of this report. There are no qualifications, reservations or adverse remarks or disclaimers in the said Secretarial Audit Report.

As per the requirements of SEBI Listing Regulations, Practicing Company Secretaries of the respective material subsidiaries of the Company have undertaken secretarial audits of these subsidiaries for FY 2021-22. The Secretarial Audit Report confirms that the material subsidiaries have complied with the provisions of the Act, Rules, Regulations and Guidelines and that there were no deviations or non-

compliances and forms part of this Integrated Annual

Report,

Secretarial Standards

During the year under review, the Company has complied with all the applicable provisions of

Secretarial Standard-1 and Secretarial Standard-2 issued by the Institute of Company Secretaries of India,

Investor Education and Protection Fund (IEPF)

During the year, the Company has transferred the unclaimed and un-encashed dividends for the FY 2013-14 (final) amounting to H10,44,560. Further, 19,921 corresponding shares on which dividends were unclaimed for seven consecutive years were transferred as per the requirements of the IEPF Rules. The details of the resultant benefits arising out of shares already transferred to the IEPF, year-wise amounts of unclaimed / un-encashed dividends lying in the unpaid dividend account up to the year, and the corresponding shares, which are liable to be transferred, are provided in the Shareholder information section of the Corporate governance report and are also available on our website (www, adaniports,com),

Reporting of frauds by auditors

During the year under review, the Statutory Auditors and Secretarial Auditor have not reported any instances of fraud committed against the Company by its officers or employees to the Audit Committee or the Board under section 143(12) of the Act.

Particulars of Employees

The Company had 2,736 employees (on consolidated basis) as of 31st March, 2022.

The percentage increase in remuneration, ratio of remuneration of each Director and Key Managerial Personnel (KMP) (as required under the Act) to the median of employees'' remuneration, as required under Section 197 of the Act, read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are provided in Annexure-C of this report.

The statement containing particulars of employees as required under Section 197 of the Act, read with rule 5(2) of the Companies (Appointment and

Remuneration of Managerial Personnel) Rules, 2014, is provide in a separate annexure forming part of this report. In terms of Section 136 of the Act, the Annual Report is being sent to the shareholders and others entitled thereto, excluding the said annexure which is available for inspection by the shareholders at the Registered Office of the Company during business hours on working days of the Company. If any shareholder is interested in obtaining a copy thereof, such Shareholder may write to the Company Secretary in this regard.

Prevention of Sexual Harassment at Workplace

As per the requirement of The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 and rules made thereunder, your Company has constituted Internal Complaints Committees (ICs), at all relevant locations across India to consider and resolve the complaints related to sexual harassment. The ICs includes external members with relevant experience. The ICs, presided by a senior women, conduct the investigations and make decisions at the respective locations. The ICs also work extensively on creating awareness on relevance of sexual harassment issues, including while working remotely.

During the year under review, the Company has not received any complaint pertaining to sexual harassment.

All new employees go through a detailed personal orientation on anti-sexual harassment policy adopted by the Company.

Vigil Mechanism

The Company has adopted a Whistle Blower Policy and has established the necessary vigil mechanism for directors and employees in confirmation with Section 177 of the Act and Regulation 22 of SEBI Listing Regulations, to facilitate reporting of the genuine concerns about unethical or improper activity, without fear of retaliation.

The vigil mechanism of the Company provides for adequate safeguards against victimization of directors and employees who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee in exceptional cases.

No person has been denied access to the Chairman of the Audit Committee. The said policy is uploaded on the website of the Company at https://www.

adaniports.eom/-/media/Project/Ports/Investor/

corporate-governance/Policies/Whistle-Blower-

Policy.pdf.

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Act read with rule 8 of the Companies (Accounts) Rules, 2014,

as amended is provided as Annexure-D of this report.

Acknowledgement

Your Directors are highly grateful for all the

guidance, support and assistance received from the Government of India, Governments of various states

in India, Maritime Boards, concerned Government departments, Financial Institutions and Banks. Your Directors thank all the esteemed shareholders, customers, suppliers and business associates for their

faith, trust and confidence reposed in the Company.

Your Directors wish to place on record their sincere

appreciation for the dedicated efforts and consistent contribution made by the employees at all levels, to ensure that the Company continues to grow and excel.

For and on behalf of the Board of Directors

Gautam S. Adani

Chairman and Managing Director Date: 24th May, 2022 (DIN: 00006273)


Mar 31, 2021

Your Directors are pleased to present the 22nd Annual Report along with the audited financial statements of your Company for the financial year ended March 31, 2021.

Financial Performance

The audited financial statements of the Company as on March 31, 2021 are prepared in accordance with the relevant applicable Ind AS and Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”) and provisions of the Companies Act, 2013 (“Act”).

The summarised financial highlight is depicted below:

(Rs. in crore)



























































































































































Particulars Consolidated Standalone
2020-21 2019-20 2020-21 2019-20
Revenue from operations 12549.6 11873.07 4377.15 4643.28
Other Income 1970.23 1861.35 2266.31 2902.97
Total Income 14519.83 13734.42 6643.46 7546.25
Expenditure other than Depreciation and
Finance cost
4566.16 4307.68 1506.27 1627.64
Depreciation and Amortisation Expenses 2107.34 1680.28 619.18 553.29
Foreign Exchange (Gain) / Loss (net) -715.24 1626.38 -718.48 1581.71
Finance Cost
- Interest and Bank Charges 2129.16 1950.64 2201.15 1878.55
- Derivative (Gain)/Loss 126.13 -137.5 125.7 -126.67
Total Expenditure 8213.55 9427.48 3733.82 5514.52
Profit before share of Profit/ (Loss)
from joint ventures exceptional items and tax
6306.28 4306.94 2909.64 2031.73
Share of loss from joint ventures -14.27 -4.39 - -
Profit before exceptional items and tax 6292.01 4302.55 2909.64 2031.73
Add/(Less):- Exceptional Items - -58.63 - -
Total Tax Expense 1243.27 459.39 981.71 97.48
Profit for the year 5048.74 3784.53 1927.93 1934.25
Other Comprehensive income (net of tax) -15.92 36.62 8.18 11.31
Total Comprehensive Income for the year
(net of tax)
5032.82 3821.15 1936.11 1945.56
Attributable to:
Equity holders of the parent 4978.82 3800.19 - -
Non-controlling interests 54 20.96 - -

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

Performance Highlights

Your Company handled record cargo throughput of 247 MMT in FY 2020-21. Mundra Port continues to rank 1st in terms of total cargo handling and 2nd in terms of container cargo handling during the year under review. The other ports developed and being operated by your Company at Hazira, Tuna, Dhamra and Ennore have also performed well.

The key aspects of your Company’s consolidated performance during the FY 2020-21 are as follows:

* Handled cargo of 247 MMT, a growth of 11% yearon- year basis.

* Container volume crossed 7.2 million TEUs an increase of 16% on year-on-year basis. Market share of APSEZ in container has increased to 41% of All India container volume in FY 2020-21.

* Consolidated revenue from operations stood at Rs. 12,549.60 crore in FY 2020-21.

* Profit after tax for the FY 2020-21 stood at Rs. 5,048.74 crore.

The detailed operational performance of the Company has been comprehensively discussed in the Management Discussion and Analysis Report which forms part of this Report.

Covid-19

Due to outbreak of Covid-19 globally and in India, the Company’s management has made assessment of likely impact on business and financial risks based on internal and external sources. The management has also considered the possible effects of Covid-19 on the carrying amounts of its financial and nonfinancial assets and debt covenants using reasonably available information, estimates and judgments and has determined that none of these balances require a material adjustment to their carrying values, and that the management does not see any medium to long term risks in the Company’s ability to continue as a going concern and meeting its liabilities as and when they fall.

Dividend

Your Directors have recommended a dividend of 250% (Rs. 5) per Equity Share of Rs. 2 each and 0.01% dividend on 0.01% Non-Cumulative Redeemable Preference Shares of Rs. 10 each for the FY 2020-21. The said dividend, if approved by the members, would involve a cash outflow of Rs. 1,020.88 crore. The dividend recommended is in accordance with the Company’s Dividend Distribution and Shareholder

Return Policy.

Transfer to Reserves

The closing balance of the retained earnings of the Company for FY 2020-21, after all appropriations and adjustments was Rs. 17,128.30 crore.

Senior Unsecured Notes (‘Notes’) Issuance - Rule 144A/Regulation S Offerings

During the year under review, your Company has issued USD 750 million 4.20% Senior Unsecured Notes due 2027 and USD 500 million 3.10% Senior Unsecured Notes due 2031.

From the proceeds of issuance of USD 500 million Notes, the Company has announced the redemption of its USD 500 million 3.95% Senior Unsecured Notes due 2022, out of which USD 321.174 million Notes were redeemed through cash tender offer and the balance USD 178.826 million Notes were redeemed pursuant to the terms of the trust deed.

These Notes are rated Baa3 by Moody’s, BBB- by S&P and BBB- by Fitch.

Status of Scheme of Arrangement

During the year under review, the Board of Directors at its meeting held on March 3, 2021 had approved the Composite Scheme of Arrangement between Adani Ports and Special Economic Zone Ltd and Brahmi Tracks Management Services Pvt. Ltd (“Brahmi”) and Adani Tracks Management Services Pvt. Ltd (“Adani Tracks”) and Sarguja Rail Corridor Pvt. Ltd (“Sarguja”) and their respective shareholders and creditors (“Scheme”) under sections 230 to 232 and other applicable provisions of the Act –

(a) amalgamation of Brahmi with APSEZ, with effect from the Appointed Date 1 i.e. April 1, 2021, pursuant to the provisions of Sections 230-232 and/or other applicable provisions of the Act.

(b) amalgamation of Adani Tracks with Sarguja, with effect from the Appointed Date 2 i.e. April 2, 2021, pursuant to the provisions of Sections 230-232 and/or other applicable provisions of the Act.

(c) transfer of the Divestment Business Undertaking (Mundra Rail Business), as a going concern on Slump Sale basis, with effect from the Appointed Date 2 i.e. April 2, 2021, by APSEZ to Sarguja, for a lump sum consideration under Sections 230-232 and/or other applicable provisions of the Act and in accordance with Section 2(42C) of the Income Tax Act.

(d) upon the Scheme becoming effective, the name of Sarguja, shall stand changed to “Adani Tracks Management Services Pvt. Ltd.”

(e) various other matters consequential or otherwise integrally connected with the Scheme.

Rationale/ objective of the Scheme:

(a) Over the years, there has been growth in the logistic sector. The Government of India has also come out with various public private participation schemes to efficiently meet the increasing demand in the logistics sector. With Dedicated Freight Corridor implementation, the rail share is expected to increase meaningfully. Thus, there is a significant opportunity in developing the rail assets considering the growth demand and infrastructure build requirement.

(b) It is the objective of APSEZ to (i) consolidate the rail assets under one entity which will diligently work for the development, maintenance and operation of existing and new railway lines across the country; (ii) tap private partnership opportunity for developing the first mile – last mile connectivity and increasing the network capacity for rail transport; and (iii) create center of excellence to bring best practices, operational efficiency, technology integration and common skill set.

(c) The Scheme will result in, inter alia, the following benefits:

(i) consolidation of the rail business, productive utilization of combined resources, operational and administrative efficiencies, economics of scale, reduction in overheads and other expenses, reduction in the multiplicity of legal and regulatory compliances and consequential creation of greater value for shareholders and all other stakeholders;

(ii) track footprint of Sarguja will supplement to APSEZ’s strategy of providing end to end logistics for hinterland to hinterland cargo movement;

(iii) availability of expanded business prequalifications, increased net worth to enable to bid for larger and more complex rail infrastructure projects and provide better access to the funds for growth opportunities;

and

(iv) benefit from the complimentary skills of the combined management team, which in turn would enhance the overall corporate capability, provide focused strategic leadership and facilitate better supervision of the business.

The said Scheme will be effective upon approval of shareholders, creditors, Hon’ble National Company Law Tribunal and other regulatory and statutory approvals as applicable.

Issue of Equity Shares on preferential basis

Pursuant to the shareholders’ approval received at Extra-ordinary General Meeting held on April 6, 2021, the Company has allotted 1,00,00,000 equity shares of the face value of Rs.2 each, at a price of Rs.800 per equity share (at a premium of Rs.798 per equity share), aggregating to Rs.800 crore on April 19, 2021 to Windy Lakeside Investment Ltd. (an affiliate of Warburg Pincus), for cash consideration, by way of a preferential issue on a private placement basis in terms of provisions of Section 42, 62 and such other applicable provisions of the Act read with the rules made thereunder and Chapter V of the Securities Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018.

Pursuant to the aforesaid allotment, the paid up equity share capital of the Company stands increased from 203,17,51,761 equity shares of Rs.2/- each to 204,17,51,761 equity shares of Rs.2/- each.

Fixed Deposits

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

Non-Convertible Debentures

During the year under review, your Company has issued and allotted 30,000 Rated, Listed, Secured Redeemable Non-Convertible Debentures (NCDs) of face value of Rs.10 lakh each aggregating to Rs.3,000 crore on a private placement basis listed on the Wholesale Debt Market Segment of BSE Ltd. Further, your Company has redeemed 700 NCDs on April 23, 2021, of face value of Rs.10 lakh each issued on private placement basis.

Particulars of loans, guarantees or investments

The provisions of Section 186 of the Act, with respect to a loan, guarantee, investment or security is not applicable to the Company, as the Company is engaged in providing infrastructural facilities which is exempted under Section 186 of the Act. The details of investments made during the year under review are disclosed in the financial statements.

Subsidiaries, Joint Ventures and Associate Companies

Your Company has 77 subsidiaries and 7 joint ventures as on March 31, 2021.

During the year under review, following changes have taken place in subsidiaries and joint ventures :

* Adani Krishnapatnam Port Ltd. * Aqua Desilting Pvt. Ltd. * Dighi Port Ltd. * Adani Krishnapatnam Container Terminal Pvt. Ltd. * Adani KP Agriwarehousing Pvt. Ltd. * Shankheshwar Buildwell Pvt. Ltd. * Sulochana Pedestal Pvt. Ltd. * NRC Ltd. * Adani Logistics International Pte Ltd., Singapore * Dighi Roha Rail Ltd. (JV of Dighi Port Ltd.)

Pursuant to the provisions of Section 129, 134 and 136 of the Act read with rules made thereunder and Regulation 33 of the SEBI Listing Regulations, the Company has prepared consolidated financial statements of the Company and a separate statement containing the salient features of financial statement of subsidiaries, joint ventures and associates in Form AOC-1 forms part of this Annual Report.

The annual financial statements and related detailed information of the subsidiary companies shall be made available to the members of the holding and subsidiary companies seeking such information on all working days during business hours. The financial statements of the subsidiary companies shall also be kept for inspection by any members during working hours at the Company’s registered office and that of the respective subsidiary companies concerned. In accordance with Section 136 of the Act, the audited financial statements, including consolidated financial statements and related information of the Company and audited accounts of each of its subsidiaries, are available on website www.adaniports.com. Pursuant to Section 134 of the Act read with rules made thereunder, the details of developments of subsidiaries and joint ventures of the Company are covered in the Management Discussion and Analysis Report which forms part of this Report.

Directors and Key Managerial Personnel

During the year under review, Mr. Mukesh Kumar, IAS (DIN: 06811311), representing Gujarat Maritime Board, resigned as a Director of the Company w.e.f May 22, 2020. The Board placed on record the deep appreciation for valuable services and guidance provided by him during the tenure of his Directorship.

Mr. P. S. Jayakumar (DIN: 01173236) was appointed as an Additional Director and also an Independent Director for a period of five consecutive years w.e.f July 23, 2020, subject to approval of members at the ensuing Annual General Meeting. In the opinion of the Board, he possesses requisite expertise, integrity and experience (including proficiency) for appointment as an Independent Director of the Company.

Mrs. Avantika Singh Aulakh, IAS (DIN: 07549438), Vice Chairman & CEO, Gujarat Maritime Board was appointed as an Additional Director of the Company w.e.f September 15, 2020, subject to approval of members at the ensuing Annual General Meeting.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed in Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations and there has been no change in the circumstances which may affect their status as an Independent Director.

Pursuant to the requirements of the Act and Articles of Association of the Company, Dr. Malay Mahadevia (DIN: 00064110) is liable to retire by rotation and being eligible offers himself for re-appointment.

The Board recommends the appointment/reappointment of above Directors for your approval.

Brief details of Directors proposed to be appointed/ re-appointed as required under Regulation 36 of the SEBI Listing Regulations are provided in the Notice of the Annual General Meeting.

Pursuant to provision of Section 203 of the Act, Mr. Deepak Maheshwari ceased to be Chief Financial Officer & Key Managerial Personnel of the Company with effect from close of business hours on May 5, 2021.

Directors’ Responsibility Statement

Pursuant to Section 134(5) of the Act, the Board of Directors, to the best of their knowledge and ability, state the following:

a. that in the preparation of the annual financial statements, the applicable accounting standards have been followed and there are no material departures;

b. that such accounting policies have been selected and applied consistently and judgements and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2021 and of the profit of the Company for the year ended on that date;

c. that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

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

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

Policies

During the year under review, the Board of the Company have amended /approved changes in Policy on Board Diversity, Dividend Distribution & Shareholder Return Policy and Code of Internal Procedure and Conduct for regulating, monitoring and reporting of trading by Insiders.

The policies adopted by the Company are available on website of the Company at https://www.adaniports.com

Number of Board Meetings

The Board of Directors met 7 (seven) times during the year under review. The details of board meetings and the attendance of the Directors are provided in the Corporate Governance Report which forms part of this Report.

Independent Directors’ Meeting

The Independent Directors met on March 30, 2021, without the attendance of Non-Independent Directors and members of the Management. The Independent Directors reviewed the performance of Non-Independent Directors and the Board as a whole, the performance of the Chairman of the Company, taking into account the views of Executive Directors and Non-Executive Directors and assessed the quality, quantity and timeliness of flow of information between the Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

Board Evaluation

The Grant Thornton Bharat LLP, advisory firm was engaged to facilitate the evaluation and effectiveness process of the Board, its Committees and individual Directors for the FY 2020-21.

A detailed Board effectiveness assessment questionnaire was developed by advisory firm keeping in mind the various parameters. Virtual Meetings were organized with members of the Board and discussions were held on six themes i.e. strategic perspective, competency and capability, ESG focus, diversity and inclusion, risk and compliance culture, and communication.

The recommendations arising from the evaluation process was discussed at the Independent Director’s meeting held on March 30, 2021, Nomination and Remuneration Committee meeting and Board meeting held on May 4, 2021. The same was considered by the Board to optimise its effectiveness.

Policy on Directors’ appointment and remuneration

The Company’s policy on Directors’ appointment and remuneration and other matters provided in Section 178(3) of the Act is available on the website of the Company at https://www.adaniports.com/Investors/Corporate-Governance

Internal Financial control system and their adequacy

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

Risk Management

The Board of Directors of the Company has formed a Risk Management Committee to frame, implement and monitor the risk management plan for the Company. The committee is responsible for reviewing the risk management plan and ensuring its effectiveness. The audit committee has additional oversight in the area of financial risks and controls. The major risks identified by the businesses are systematically addressed through mitigation actions on a continual basis.

Committees of Board

Details of various committees constituted by the Board of Directors of the Company as per the provisions of the Act and SEBI Listing Regulations are given in the Corporate Governance Report which forms part of this report.

Sustainability and Corporate Social

Responsibility

The Board of Directors of the Company has constituted a Sustainability and Corporate Social Responsibility Committee and has framed a Policy. The brief details of Committee are provided in the Corporate Governance Report. The Annual Report on CSR activities is annexed and forms part of this report. The policy is available on the website of the Company at https://www.adaniports.com/Investors/Corporate-Governance.

Corporate Governance and Management Discussion and Analysis

Separate reports on Corporate Governance compliance and Management Discussion and Analysis as stipulated by SEBI Listing Regulations forms part of this Annual Report along with the required Certificate from a Practising Company Secretary regarding compliance of the conditions of Corporate Governance as stipulated.

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

Business Responsibility Report

The Business Responsibility Report for the year ended March 31, 2021 as stipulated under Regulation 34 of SEBI Listing Regulations is annexed which forms part of this Annual Report.

Prevention of Sexual Harassment at Workplace

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

Annual Return

Pursuant to Section 92(3) read with Section 134(3) (a) of the Act, the Annual Return as on March 31, 2021 is available on the Company’s website on https://www.adaniports.com/-/media/Project/Ports/Investor/Investor-Downloads/Annual-Return/AnnualReturn2021.pdf

Related Party Transactions

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

Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Act in Form AOC 2 is not applicable.

Significant and material orders passed by the regulators or courts or tribunals impacting the going concern status of the Company

There are no significant and material orders passed by the Regulators or Courts or Tribunals which would impact the going concern status and the Company’s future operations.

Insurance

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

Sustainability

Business sustainability is an important part of decision making process for your Company. Sustainability framework provides input to identify risks and opportunities and formulate mitigation strategy. All the subsidiaries and joint ventures are also part of the sustainability framework. This framework widely covers all the aspects of Environmental, Social and Governance (ESG) right from assessing topics material to business by considering risks, externalities and stakeholders’ concern; prioritized to be relevant in short, recover in medium and resilient in long term. The entire process is overseen by Board and other concerned committees for the long-term success of the business.

Your Company believes stakeholder engagement finds its place at the core of business strategies which thrives for inclusive development. Therefore, the Company has outlined its commitment in stakeholder engagement policy and developed the stakeholder engagement procedure.

Your Company engages with national/ international NGOs and Not-for-Profit organizations to align its ESG performance to the global standard. Your Company discloses its climate change and water security performance to CDP, Communications on Progress (COP) to UNGC and sustainability performance to DJSI. We engage with WRI/ WBCSD to adopt GHG protocols for GHG emission management, SBTi to set Science Based Targets in line with 1.5oC scenario, IUCN and IBBI for biodiversity management, World Economic Forum (WEF) and Confederation of Indian Industry (CII) for consulting services and policy advocacy. We have also set regional targets of Sustainable Development Goals (SDGs) as per our business activities.

Environmental

Your Company has taken several steps to become Green Port by Natural Capital Management and adopting best practices across all the operational sites. We ensure compliance to environment and related applicable regulations and continually improves its performance.

Energy is an important indicator for port operations as it contributes to GHG emissions. Your Company is taking several initiatives for energy conservation through various energy efficiency enhancement programmes, which not only results in environmental benefits but also reduces the operational costs.

Your Company and other subsidiaries have commissioned 20 MW of renewable energy projects and procuring renewable energy from 15 MW wind project through Power Purchase Agreement (PPA). The renewable energy share is 5.3% of energy mix which supports to the SDG target 7.2.1 of Goal 7. Your Company and its subsidiaries have decreased its energy intensity by 33% compared to base year FY 2015-16 which support to the SDG target 7.3.1 of Goal 7. Correspondingly reduced emission intensity by 35% compared to base year FY 2015-16 which supports to the country’s NDC target of lower the emission intensity of GDP by 33-35% by 2030 below 2005 level. Compared to previous year the absolute energy and emissions has increased by 16% and 9% respectively due to addition of new ports. Your Company has saved 29359 tCO2e emissions through renewable energy projects and procurement during FY 2020-21. Water is being an important resource; its management is always a key concern for the Company. Your Company is putting best efforts for effective water management practices for reduction in water consumptions and thereby reducing the water withdrawal as part of the water management plan. Your Company has created a sewage collection infrastructure by laying down the pipeline to channelize the sewage water from nearby villages to our treatment facilities. By this initiative, your Company is supporting to SDG target “6.3 Improve water quality by reducing pollution” of Goal 6. Your company has carried out rain water harvesting at Dhamra and Kattupalli sites and harvested rain water has been used for industrial and horticulture requirements. Your Company and its subsidiaries have increased its water consumption by 4%. However, 2,970 million liter of fresh water has been avoided by withdrawing desalinated sea water, by utilizing other industries treated water and Rain water harvesting during FY 2020-21.

The Company has developed a vision for “Zero Waste to landfill” and has taken various initiative in line to 5 R’s (Reduce, Reuse, Reprocess, Recycle, Recover) towards making APSEZ – a Zero Waste Company. The Company’s waste disposed from our port sites has increased by 20% in FY 2020-21. Being a service industry we don’t have potential to recycling of generated waste in our operations, however 20% waste sold for recycle and 23% to reprocess, 39% sent for recovery as co-processing, 13% is reused within operation and maintenance activities, 2% sent for incineration and 3% for landfilling. Additionally, 4497 MT of Metal scrap has been sent for recycling in FY 2020-21. Three of the Port sites namely Mundra, Kattupalli and Ennore are awarded with Zero Waste to Landfill (ZWL) certification and nine of our ports are certified as Single Use Plastic (SUP) Free Sites.

The Company has created terrestrial green cover over an area of 965 hectares across all ports, ICDs and agri-logistic sites. The Company has completed the mangrove afforestation in 2,989 hectares and continuing mangrove conservation of 2,596 hectares at Mundra, Gujarat and 9 hectares at Dhamra, Odisha, 3.64 hectares at Krishnapatnam, Andhra Pradesh. A unique pilot project of development of bio-shield for protection of coastal areas has been completed at Tankari village Jambusar, Gujarat and a new bioshield project has been initiated at Malpur village, Jambusar, Gujarat.

Occupational Health and Safety

Apart from the ISO certification, your Company has adopted its own Safety Management System (SMS) which is based on the philosophy that safety is primarily line management’s responsibility. The SMS comprises 20 elements, with each element being owned by an element owner who is from the line management at business site. These element owners are accountable for implementation, monitoring and sustenance of their respective element.

Your Company aspires to be a globally admired Occupational, Health and Safety (OHS) leader in infrastructure space. The 10 lifesaving safety rules are non-negotiable and sacrosanct.

The Occupational Health and Safety policy, OHS vision & mission and 10 Life Saving Rules have been communicated to all the stakeholders. Further, to give impetus to organization’s HSE & well-being, messages have been issued by the senior leadership team emphasising the “Safety First” culture.

Auditors & Auditors’ Report

Pursuant to the provisions of Section 139 of the Act read with rules made thereunder, as amended, M/s. Deloitte Haskins & Sells LLP, Chartered Accountants (Firm Registration No 117366W/W-100018), were appointed as Statutory Auditors of the Company to hold office till the conclusion of the Annual General Meeting of the Company to be held in the calendar year 2022. They have confirmed that they are not disqualified from continuing as Statutory Auditors of the Company.

The Notes to the financial statements referred in the Auditors Report are self-explanatory. There are no qualifications or reservations or adverse remarks or disclaimers given by Statutory Auditors’ of the Company and therefore do not call for any comments under Section 134 of the Act. The Auditors’ Report is enclosed with the financial statements in this Annual Report.

Secretarial Audit Report

Pursuant to the provisions of Section 204 of the Act read with the rules made thereunder, your Company has re-appointed Mr. Ashwin Shah, Practising Company Secretary to undertake the Secretarial Audit of the Company. The Secretarial Audit Report for FY 2020-21 is annexed which forms part of this report as Annexure-A. There are no qualifications, reservations or adverse remarks in the Secretarial Audit Report of the Company.

Reporting of frauds by auditors

During the year under review, neither the statutory auditors nor the secretarial auditor has reported to the Audit Committee or the Board, under Section 143 (12) of the Act, any instances of fraud committed against the Company by its officers or employees, the details of which would need to be mentioned in the Board’s Report.

Particulars of Employees

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

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

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Act read with rule 8 of the Companies (Accounts) Rules, 2014, as amended from time to time is annexed to this report as Annexure-C.

Acknowledgement

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

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












for and on behalf of the Board of Directors
Gautam S. Adani
Place: Ahmedabad
Date: May 4, 2021
Chairman and Managing Director
(DIN: 00006273)


Mar 31, 2019

Dear Shareholders,

The Directors are pleased to present the 20th Annual Report along with the audited financial statements of your Company for the financial year ended on March 31, 2019.

Financial Performance

The audited financial statements of the Company as on March 31, 2019 are prepared in accordance with the relevant applicable Ind AS and Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) and provisions of the Companies Act, 2013 (“Act”).

The summarised financial highlight is depicted below:

(Rs. in crore)

Particulars

Consolidated

Standalone

2018-19

2017-18

2018-19

2017-18

Revenue from operations

10,925.44

11,322.96

5,336.38

6,533.82

Other Income

1,362.34

1,010.93

2,342.90

1,607.32

Total Income

12,287.78

12,333.89

7,679.28

8,141.14

Expenditure other than Depreciation and Finance cost

3,857.96

4,177.55

1,552.34

2,024.96

Depreciation and Amortisation Expenses

1,373.48

1,188.37

474.21

470.52

Foreign Exchange (Gain) / Loss (net)

475.92

83.29

445.35

62.22

Finance Cost

- Interest and Bank Charges

1,428.30

1,257.35

1,477.22

1,218.08

- Derivative (Gain)/Loss

(43.11)

238.02

(55.38)

238.80

Total Expenditure

7,092.55

6,944.58

3,893.74

4,014.58

Profit before share of profit from joint ventures, exceptional items and tax

5,195.23

5,389.31

3,785.54

4,126.56

Add/(Less):- Exceptional Items

(68.95)

(155.18)

(121.90)

(297.38)

Total Tax Expense

1,081.47

1,544.18

1,025.92

1,421.08

Profit after tax and before share of profit from joint ventures

4,044.81

3,689.95

2,637.72

2,408.10

Share of Profit from Joint Ventures

(0.06)

-

-

-

Net Profit for the year

4,044.75

3,689.95

2,637.72

2,408.10

Other Comprehensive income (net of tax)

15.41

9.85

18.82

8.61

Total Comprehensive Income for the year (net of tax)

4,060.16

3,699.80

2,656.54

2,416.71

Attributable to:

Equity holders of the parent

4,006.07

3,683.02

-

-

Non-controlling interests

54.09

16.78

-

-

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

Performance Highlights

Your Company handled record cargo throughput of 208 MMT in FY 2018-19. Mundra Port continues to rank 1st in terms of total cargo handling and 2nd in terms of container cargo handling during the year under review. The other ports developed and being operated by your Company at Dahej, Hazira, Tuna, Dhamra, Murmugao, Vizag, Ennore and Kattupalli have performed well.

The key aspects of your Company’s consolidated performance during the financial year 2018-19 are as follows:

- Handled cargo of 208 MMT, a growth of 15% YOY surpassing all India cargo growth of 5%.

- Container volume crossed 5.76 million TEUs an increase of 13% on YOY basis, surpassing all India container growth of 10%.

- Consolidated revenue from operations stood at Rs.10,925 crore in FY 2018-19.

- Profit after tax for the FY 2018-19 stood at Rs.4,045 crore.

The detailed operational performance of the Company has been comprehensively discussed in the Management Discussion and Analysis Report which forms part of this Report.

Dividend on Preference Shares

Your Directors have recommended 0.01% dividend on 0.01% Non-Cumulative Redeemable Preference Shares of Rs.10 each for the financial year 2018-19. The said dividend, if approved by the members, would involve a cash outflow of Rs.3,389 including tax thereon.

Transfer to Reserves

The Company proposes to transfer Rs.167.33 crore to Debenture Redemption Reserve out of the amount available for appropriation.

Fixed Deposits

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

Non-Convertible Debentures

During the year under review, your Company has redeemed 5,000 Listed, Secured Redeemable Non-Convertible Debentures of face value of Rs.10 lakh each aggregating to Rs.500 crore and bought-back 7,500 Listed, Secured Redeemable Non-Convertible Debentures of face value of Rs.10 lakh each aggregating to Rs.750 crore which were listed on the Wholesale Debt Market of BSE Limited.

Particulars of loans, guarantees or investments

The provisions of Section 186 of the Act, with respect to a loan, guarantee, investment or security is not applicable to the Company, as the Company is engaged in providing infrastructural facilities which is exempted under Section 186 of the Act. The details of investments made during the year under review are disclosed in the financial statements.

Subsidiaries, Joint Ventures and Associate Companies

Your Company has 58 subsidiary companies (including step-down subsidiaries), 2 joint ventures and 1 associate company as on March 31, 2019.

The following changes have taken place in Subsidiaries/ Joint Ventures:

Subsidiary Companies formed/acquired

- Adani Bhavanapadu Port Pvt. Ltd.

- Marine Infrastructure Developer Pvt. Ltd.

- Adani Mundra Port Holding Pte Ltd., Singapore

Step down Subsidiary Companies formed/ acquired

- Adani Abbot Port Pte Ltd., Singapore

- Adani Mundra Port Pte Ltd, Singapore

- Adani Yangon International Terminal Company Ltd, Myanmar

- Adani Agri Logistics Ltd.

- Adani Agri Logistics (Samastipur) Ltd.

- Adani Agri Logistics (Darbhanga) Ltd.

- Adani Agri Logistics (Dahod) Ltd.

- Adani Agri Logistics (MP) Ltd.

- Adani Agri Logistics (Dewas) Ltd.

- Adani Agri Logistics (Harda) Ltd.

- Adani Agri Logistics (Hoshangabad) Ltd.

- Adani Agri Logistics (Satna) Ltd.

- Adani Agri Logistics (Ujjain) Ltd.

- Adani Agri Logistics (Panipat) Ltd.

- Adani Agri Logistics (Kannauj) Ltd.

- Adani Agri Logistics (Katihar) Ltd.

- Adani Agri Logistics (Kotkapura) Ltd.

- Adani Agri Logistics (Mansa) Ltd.

- Adani Agri Logistics (Bathinda) Ltd.

- Adani Agri Logistics (Moga) Ltd.

- Adani Agri Logistics (Barnala) Ltd.

- Adani Agri Logistics (Nakodar) Ltd.

- Adani Agri Logistics (Raman) Ltd.

- Adani Agri Logistics (Dhamora) Ltd.

- Adani Agri Logistics (Borivali) Ltd.

- Blue Star Realtors Pvt. Ltd.

- Dermot Infracon Pvt. Ltd.

- Welspun Orissa Steel Pvt. Ltd.

Cessation of Subsidiary Companies

- Adani Total Pvt. Ltd. (Formerly, Adani Petroleum Terminal Pvt. Ltd.)

- Dhamra LNG Terminal Pvt. Ltd.

- Mundra LPG Terminal Pvt. Ltd.

- Adani Dhamra LPG Terminal Pvt. Ltd.

Joint Venture formed by Subsidiary Company

- Adani NYK Auto Logistics Solutions Pvt. Ltd., joint venture of Adani Logistics Ltd. and NYK Auto Logistics (India) Pvt. Ltd.

- Adani Total Pvt. Ltd., joint venture of Adani Logistics Ltd. and Total Holdings SAS

Pursuant to the provisions of Section 129, 134 and 136 of the Act read with rules made thereunder and Regulation 33 of the Listing Regulations, the Company has prepared consolidated financial statements of the Company and a separate statement containing the salient features of financial statement of subsidiaries, joint ventures and associates in Form AOC-1 forms part of this Annual Report.

The annual financial statements and related detailed information of the subsidiary companies shall be made available to the members of the holding and subsidiary companies seeking such information on all working days during business hours. The financial statements of the subsidiary companies shall also be kept for inspection by any members during working hours at the Company’s registered office and that of the respective subsidiary companies concerned. In accordance with Section 136 of the Act, the audited financial statements, including consolidated financial statements and related information of the Company and audited accounts of each of its subsidiaries, are available on website, www.adaniports.com. Pursuant to Section 134 of the Act read with rules made thereunder, the details of developments of subsidiaries of the Company are covered in the Management Discussion and Analysis Report which forms part of this Report.

Directors and Key Managerial Personnel

Mr. Mukesh Kumar, IAS (DIN: 06811311), Vice Chairman & CEO, Gujarat Maritime Board was appointed as an Additional Director of the Company w.e.f October 23, 2018 to hold office upto the ensuing Annual General Meeting.

Mrs. Nirupama Rao (DIN: 06954879) was appointed as an Additional Director and also an Independent Director for period of five consecutive years w.e.f April 22, 2019, subject to approval of members at the ensuing Annual General Meeting. She holds office upto the ensuing Annual General Meeting.

Dr. Malay Mahadevia (DIN: 00064110) was re-appointed as Whole Time Director of the Company for a period of five years w.e.f May 15, 2019, subject to approval of members at the ensuing Annual General Meeting.

Pursuant to the provisions of Section 149 of the Act, Prof. G. Raghuram (DIN: 01099026) and Mr. G. K. Pillai (DIN: 02340756) were appointed as Independent Directors of the Company for a period of five years w.e.f August 9, 2014. The Board of Directors on recommendation of Nomination and Remuneration Committee have re-appointed them as an Independent Directors for a second term of five consecutive year w.e.f August 9, 2019, subject to approval of members at the ensuing Annual General Meeting. The terms and conditions of appointment of Independent Directors are as per Schedule IV of the Act and Listing Regulations.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed in Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations and there has been no change in the circumstances which may affect their status as Independent Director.

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

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

Brief details of Directors proposed to be appointed/ re-appointed as required under Regulation 36 of the Listing Regulations are provided in the Notice of the Annual General Meeting.

Mrs. Dipti Shah ceased to be Company Secretary of the Company on attaining the age of superannuation w.e.f July 31, 2018. The Board has appointed Mr. Kamlesh Bhagia as Company Secretary and Key Managerial Personnel of the Company w.e.f August 6, 2018.

Directors’ Responsibility Statement

Pursuant to Section 134(5) of the Act, the Board of Directors, to the best of their knowledge and ability, state the following:

a. that in the preparation of the annual financial statements, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b. that such accounting policies have been selected and applied consistently and judgements and estimates

have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2019 and of the profit of the Company for the year ended on that date;

c. that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

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

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

Policies

During the year under review, the Board of Directors of the Company has amended /approved changes in Corporate Social Responsibility policy; Nomination and Remuneration Policy of Directors, Key Managerial Personnel and Other Employees; Policy for determining Material Subsidiaries; Related Party Transaction Policy; Vigil Mechanism / Whistle Blower Policy; Code of Conduct for Board of Directors and Senior Management of the Company; Material Events Policy; Website Content Archival Policy and Code of internal procedures and conduct for regulating, monitoring and reporting of Trading by Insiders to comply with the recent amendments in the Act and Listing Regulations. Accordingly, the updated policies are uploaded on website of the Company at https://www.adaniports.com/ Investors/ Corporate-Governance.

Number of Board Meetings

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

Independent Directors’ Meeting

The Independent Directors met on March 6, 2019, without the attendance of Non-Independent Directors and members of the Management. The Independent Directors reviewed the performance of Non-Independent Directors and the Board as a whole, the performance of the Chairman of the Company, taking into account the views of Executive Directors and Non-Executive Directors and assessed the quality, quantity and timeliness of flow of information between the Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

Board Evaluation

The Board adopted a formal mechanism for evaluating its performance as well as that of its Committees and individual Directors, including the Chairman of the Board. The exercise was carried out through a structured evaluation process covering various aspects of the Board functioning such as composition of the Board & Committees, experience & competencies, performance of specific duties & obligations, contribution at the meetings and otherwise, independent judgement, governance issues etc.

A structured questionnaire was circulated to the Board members in this connection. The Directors participated in the evaluation survey and review was carried out through a peer-evaluation excluding the Director being evaluated. The result of evaluation was discussed at the Independent Director’s meeting held on March 6, 2019, Nomination and Remuneration Committee meeting and in the Board meeting held on May 27, 2019.

Policy on Directors’ appointment and remuneration

The Company’s policy on Directors’ appointment and remuneration and other matters provided in Section 178(3) of the Act is available on the website of the Company at https:// www.adaniports.com/ Investors/Corporate-Governance.

Internal Financial control system and their adequacy

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

Risk Management

The Board of the Company has formed a Risk Management Committee to frame, implement and monitor the risk management plan for the Company. The committee is responsible for reviewing the risk management plan and ensuring its effectiveness. The audit committee has additional oversight in the area of financial risks and controls. The major risks identified by the businesses are systematically addressed through mitigation actions on a continual basis.

Committees of Board

Details of various committees constituted by the Board of Directors as per the provisions of the Act and Listing Regulations are given in the Corporate Governance Report which forms part of this report.

Sustainability and Corporate Social Responsibility

The Company has constituted a Sustainability and Corporate Social Responsibility Committee and has framed a Policy.

The brief details of Committee are provided in the Corporate Governance Report. The Annual Report on CSR activities is annexed and forms part of this report. The updated policy is available on the website of the Company at https:// www.adaniports.com/ Investors/Corporate-Governance.

Corporate Governance and Management Discussion and Analysis

Separate reports on Corporate Governance compliance and Management Discussion and Analysis as stipulated by Listing Regulations forms part of this Annual Report along with the required Certificate from a Practising Company Secretary regarding compliance of the conditions of Corporate Governance as stipulated.

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

Business Responsibility Report

The Business Responsibility Report for the year ended March 31, 2019 as stipulated under Regulation 34 of Listing Regulations is annexed which forms part of this Annual Report.

Prevention of Sexual Harassment at Workplace

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

Extract of Annual Return

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

Related Party Transactions

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

Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Act in Form AOC 2 is not applicable.

Significant and material orders passed by the regulators or courts or tribunals impacting the going concern status of the Company

There are no significant and material orders passed by the Regulators or Courts or Tribunals which would impact the going concern status and the Company’s future operations.

Insurance

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

Quality, Health, Safety and Environment

At Adani Ports and Special Economic Zone Ltd. (APSEZ), Quality, Health, Safety and Environmental (QHSE) responsibilities are integral to operations. Your Company has acquired International Standards ISO 9001:2015, ISO 14001:2004, OHSAS 18001:2007, ISO 28000:2007 certifications specifying the requirements for an Integrated Management System (IMS) as part of its objective to improve quality, health, safety and environment in the work place.

Apart from the ISO certification, your Company has adopted its own Safety Management System (SMS) which is based on the philosophy that safety is primarily line of management’s responsibility. The SMS is divided into 20 elements, with each element being owned by an element owner who is from the line management at Port. These element owners are accountable for implementation, monitoring and sustenance of their respective element.

Your Company aspires to be globally admired Occupational, Health and Safety (OHS) leader in infrastructure space. The life saving safety rules are non-negotiable and sacrosanct.

The HSE policy, OHS vision & mission and 10 Life Saving Rules have been communicated to all the stakeholders. Further, to give impetus to organisation’s HSE & well-being, messages have been issued by the senior leadership team emphasising the “Safety First” culture.

The Company has taken following major initiatives to advance the HSE commitment:

Significant Safety Initiatives

1. Successfully completed IMS surveillance audit for Ports / Terminals at Dahej, Mundra, Dhamra, Goa, Hazira and Tuna.

2. Business wide implementation of Adani Group Safety Management System. Till date total 5 Port Sites are certified as Level 1 and 3 Port Sites are Level 0 certified.

3. Have clocked more than 94 million man hours, inducted more than 1,73,661 workers and trained more than 79,951 workers and employees.

4. Have implemented online OHS - ERP solution – Adani Gensuite, through which any employee / worker can report a safety concern using his / her mobile phone. In last two years, more than 80,000 concerns have been reported across the Group through Adani Gensuite.

5. Have implemented a Behaviour Based Safety tool called - Suraksha Samwaad, wherein the leaders interact with the workforce regularly to engage them on safety.

Your Company released its maiden sustainability report for FY 2015-16 as per GRI-G4 guidelines and is continued for every following year. With this, the Company has become the leader in port sector for disclosing its sustainability performance in the country.

Your Company believes stakeholder engagement finds its place at the core of business strategies which thrives for inclusive development therefore the Company has outlined its commitment in stakeholder engagement policy and developed the stakeholder engagement procedure.

Your Company ensures compliance to environment and related applicable regulations and continually improves its performance.

Your Company acknowledges its responsibility towards the environment and has initiated numerous initiatives to reduce impact on environment. The Company has developed a vision for “Zero Waste to landfill” and is working towards making APSEZ - a Zero Waste Company.

Your Company has again succeeded to avoid waste disposal through landfilling for its Mundra location.

Water is being an important resource, its management is always a key concern for the Company. Your Company is putting best efforts for effective water management practices for reduction in water consumptions and thereby reducing the water withdrawal as part of the water management plan. Your Company’s other operational site Hazira has laid down 14 kilometre pipeline to channelised treated wastewater from KRIBHCO to meet its industrial water requirements. Your Company has reduced its water consumption by 10% and other operational sites’ water consumption has increased by 8%. Your Company has met its water requirements by desalination of seawater. However, all our operational sites have saved 2,481 ML of fresh water by withdrawing water from desalination of seawater and other industries treated wastewater during financial year.

Energy is an important indicator for port operations as it contributes to GHG emissions. Your Company is taking several initiatives for energy conservation through various energy efficiency enhancement programmes, which not only results in environmental benefits but also reduces the operational costs.

Your Company and other subsidiaries have commissioned 3.8 MW solar rooftop and 18 MW wind turbines as part of renewable energy project. APSEZ has decreased its energy consumption by 32% and including all operational sites energy consumption has reduced by 19%. APSEZ has decreased its emission by 25% and including all operational sites emissions has reduced by 7% and saved 12038 tCO2e emissions through renewable energy projects.

Total cumulative terrestrial greenbelt development done till date is about 673.40 hectares across all port locations, cumulative mangrove afforestation is done in an approx. 2889 hectares along with conservation of 2340 hectare at Mundra and a unique pilot project of development of bio-shield for protection of coastal areas is in progress at Jambusar, Gujarat.

Auditors & Auditors’ Report

Pursuant to the provisions of Section 139 of the Act read with rules made thereunder, as amended, M/s. Deloitte Haskins & Sells LLP, Chartered Accountants (Firm Registration No 117366W/W-100018), were appointed as Statutory Auditors of the Company to hold office till the conclusion of the Annual General Meeting of the Company to be held in the calendar year 2022. They have confirmed that they are not disqualified from continuing as Statutory Auditors of the Company for financial year 2019-20.

The Notes to the financial statements referred in the Auditors Report are self-explanatory. There are no qualifications or reservations or adverse remarks or disclaimers given by Statutory Auditors’ of the Company and therefore do not call for any comments under Section 134 of the Act. The Auditors’ Report is enclosed with the financial statements in this Annual Report.

Secretarial Audit Report

Pursuant to the provisions of Section 204 of the Act read with the rules made thereunder, your Company has re-appointed Mr. Ashwin Shah, Practising Company Secretary to undertake the Secretarial Audit of the Company. The Secretarial Audit Report for financial year 2018-19 is annexed which forms part of this report as Annexure-B. There were no qualifications, reservations or adverse remarks in the Secretarial Audit Report of the Company except delay in appointment of Independent Director. The Company has appointed Mrs. Nirupama Rao as an Independent Director w.e.f April 22, 2019 and has complied with the provisions of Listing Regulations.

Information Technology

Your Company is managing and maintaining assets, facilities, utility networks and utility consumption. To be effective, we realise the value of information and a robust platform which can provide the framework for information integration. We have initiated the journey to develop the tools which will enable business to manage, share, analyse and act on this information and promote cross departmental awareness and collaboration.

Through advanced technology, business is enabled to maximise their efficiency and improve performance and they are being used in different spheres of operations -integrating real time vessel movement, land-based transport movements, and berth occupancy and port business systems to show port wide view of all current activities.

As a responsible corporate citizen, we strive to work towards mitigating environmental impact while growing profitability and performance and sustaining positive community relationship. Technologies are being used to make our port “green” by minimising congestion, pollution, emissions and more. Spatial technology is being used to streamline workflows through visualisation and analysis of port information to make it easier to manage new dredging and development.

Particulars of Employees

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

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

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Act read with rule 8 of The Companies (Accounts) Rules, 2014, as amended from time to time is annexed to this report as Annexure-D.

Acknowledgement

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

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

For and on behalf of the Board of Directors

Gautam S. Adani

Place: Ahmedabad Chairman and Managing Director

Date: May 27, 2019 (DIN: 00006273)


Mar 31, 2018

Directors'' Report

Dear Shareholders,

The Directors are pleased to present the 19 th Annual Report along with the audited financial statements of your Company for the financial year ended on March 31, 2018.

Financial Performance:

The audited financial statements of the Company as on March 31, 2018 are prepared in accordance with the relevant applicable IND AS and Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") and provisions of the Companies Act, 2013 ("Act").

The summarized financial highlight is depicted below:

(Rs, in crore)

Particulars

2017-18

2016-17

2017-18

2016-17

Revenue from operations

11,322.96

8,439.35

6,533.82

4,878.86

Other Income

1,010.93

1,040.11

1,607.32

1,284.67

Total Income

12,333.89

9,479.46

8,141.14

6,163.53

Operating expenses

4,177.55

3,024.66

2,024.96

1,331.81

Depreciation and Amortisation Expenses

1,188.37

1,160.19

470.52

540.71

Foreign Exchange (Gain) / Loss (net)

83.29

(277.44)

62.22

(200.33)

Finance Cost

- Interest and Bank Charges

1,257.35

1,281.24

1,218.08

1,103.40

- Derivative (Gain)/Loss

238.02

111.94

238.80

95.00

Total Expenditure

6,944.58

5,300.59

4,014.58

2,870.59

Profit before share of profit from joint ventures, exceptional items and tax

5,389.31

4,178.87

4,126.56

3,292.94

Add/(Less):- Exceptional Items

(155.18)

-

(297.38)

-

Tax Expense (net) (Refer note below)

1,544.18

286.63

1,421.08

192.33

Profit after tax and before share of profit from joint ventures

3,689.95

3,892.24

2,408.10

3,100.61

Share of Profit from Joint Ventures

-

9.26

-

-

Net Profit for the year

3,689.95

3,901.50

2,408.10

3,100.61

Other Comprehensive income (net of tax)

9.85

6.67

8.61

12.33

Total Comprehensive Income for the period / year

3,699.80

3,908.17

2,416.71

3,112.94

Attributable to:

Equity holders of the parent

3,683.02

3,919.94

2,416.71

3,112.94

Non-controlling interests

16.78

(11.77)

-

-

Note: The Company was availing tax holiday under section 80IAB of Income Tax Act, 1961 till March 31, 2017 and w.e.f April 1, 2017, the Company is subject to normal tax regime.

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

Performance Highlights:

Your Company has created a milestone in Indian commercial

ports history by handling 122 MMT of cargo. Mundra Port continues to rank 1st in terms of total cargo handling and 2nd in terms of container cargo handling during the year under

review. The other ports developed and being operated by your Company at Dahej, Hazira, Kandla, Dhamra, Murmugao and Kattupalli have performed well.

The key aspects of your Company''s consolidated performance

during the financial year 2017-18 are as follows:

- Handled cargo of 180 MMT, a growth of 7% YOY surpassing all India cargo growth of 4%.

- Container volumes cross 5 million TEUs an increase of 20% on YOY basis, surpassing all India container growth of 13%.

- Consolidated revenue from operations registered a growth of 34% from Rs, 8,439.35 crore in FY 2016-17 to Rs, 11,322.96 crore in FY 2017-18.

- Revenue up by 34%, EBITDA up by 32% and PBT up by 25%.

- Profit after tax for the FY 2017-18 stood at ? 3,689.95 crore.

- Signed long term contracts for 7.7 MMT.

The detailed operational performance of the Company has been comprehensively discussed in the Management Discussion and Analysis Report which forms part of this Report.

Dividend:

Your Directors have recommended a dividend of 100% (Rs, 2

per equity share of Rs, 2 each) on the equity shares and 0.01% dividend on 0.01% Non-Cumulative Redeemable Preference Shares of Rs, 10 each for the financial year 2017-18. The said dividend, if approved by the shareholders, would involve a cash outflow of Rs, 499.33 crore including tax thereon.

The Board has also approved a Dividend Policy which is now linked with profit after tax. From financial year 2018-19, the Company would pay upto 15% of profit after tax as Dividend to Shareholders.

Transfer to Reserves:

The Company proposes to transfer Rs, 304.82 crore to Debenture Redemption Reserve out of the amount available

for appropriation.

Status of Scheme of Arrangement:

During the year under review, the Hon''ble National Company Law Tribunal had, vide its order dated August 18, 2017 sanctioned the Scheme of Arrangement between Adani Ports and Special Economic Zone Limited (the "Company") and The Adani Harbour Services Private Limited (the "Transferee Company") and their respective shareholders and creditors (the "Scheme").

The Scheme, with effect from April 1, 2016, inter alia, provided for transfer and vesting of Marine Business Undertaking of the

Company to the Transferee Company as a going concern, on Slump Sale basis.

Fixed Deposits:

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

Non-Convertible Debentures:

During the year under review, your Company has issued

16,000 Rated, Listed, Secured Redeemable Non-Convertible Debentures (NCDs) of face value of Rs, 10 lakh each aggregating to Rs, 1600 crore on a private placement basis listed on the

Wholesale Debt Market Segment of BSE Limited.

Further, your Company has redeemed 3,667 NCDs of face

value of Rs, 10 lakh each issued on private placement basis.

Particulars of loans, guarantees or investments:

The provisions of Section 186 of the Act, with respect to a loan, guarantee or security is not applicable to the Company as the Company is engaged in providing infrastructural facilities

which is exempted under Section 186 of the Act. The details of investment made during the year under review are disclosed in

the financial statements.

Subsidiaries, Joint Ventures and Associate Companies:

Your Company had 28 (direct and indirect) subsidiaries as on

March 31, 2018.

During the year under review, the following changes have

taken place:

- Mundra International Gateway Terminal Private Limited was incorporated as wholly owned subsidiary of the Company on May 17, 2017 with an object to develop, operate, maintain ports and related infrastructure facilities.

- Adani International Terminals Pte Ltd., Singapore was incorporated as wholly owned subsidiary of the Company on June 30, 2017 with an object to develop, operate, maintain

ports and related infrastructure facilities.

No Company has become/ceased to be a joint venture/ associate during the financial year 2017-18.

Adani Logistics Limited, a wholly owned subsidiary of the Company has acquired 100% stake of Blue Star Realtors Private Limited on April 26, 2018.

Pursuant to the provisions of Section 129, 134 and 136 of the Act read with rules made thereunder and Regulation 33 of the Listing Regulations, the Company has prepared consolidated

financial statements of the Company and its subsidiaries and a separate statement containing the salient features of financial statement of subsidiaries, joint ventures and associates in Form AOC-1 forms part of this Annual Report.

The annual financial statements and related detailed information of the subsidiary companies shall be made available to the shareholders of the holding and subsidiary companies seeking such information on all working days during business hours. The financial statements of the subsidiary companies shall also be kept for inspection by any shareholder/s during working hours at the Company''s registered office and that of the respective subsidiary companies concerned. In accordance with Section 136 of the Act, the audited financial statements, including consolidated financial statements and related information of the Company and audited accounts of each of its subsidiaries, are available on website, www.adaniports.com. Details of developments of subsidiaries of the Company are covered in the Management Discussion and Analysis Report which forms part of this Report.

Directors and Key Managerial Personnel:

Pursuant to the requirements of the Act and Articles of Association of the Company, Dr. Malay Mahadevia (DIN: 00064110) is liable to retire by rotation and being eligible offers himself for re-appointment. The Board recommends the appointment of Dr. Malay Mahadevia as Director of the Company retiring by rotation.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed in Section 149(6) of the Act and Regulation 1600(b) of the Listing Regulations and there has been no change in the circumstances which may affect their status as independent director during the year.

During the year, Mr. B. Ravi had resigned as Chief Financial Officer of the Company with effect from close of business hours of February 12, 2018.

The Board has appointed Mr. Deepak Maheshwari as Chief Financial Officer and Key Managerial Personnel of the Company with effect from May 3, 2018.

Brief details of Dr. Malay Mahadevia as required under Regulation 36 of the Listing Regulations are provided in the Notice of the Annual General Meeting.

Directors'' Responsibility Statement:

Pursuant to Section 134(5) of the Act, the Board of Directors, to the best of their knowledge and ability, state the following:

a. that in the preparation of the annual financial statements, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b. that such accounting policies have been selected and applied consistently and judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

c. that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

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

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

Number of Board Meetings:

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

Independent Directors'' Meeting:

The Independent Directors met on March 13, 2018, without the attendance of Non-Independent Directors and members of the Management. The Independent Directors reviewed the performance of Non-Independent Directors and the Board as a whole; the performance of the Chairman of the Company, taking into account the views of Executive Directors and Non-Executive Directors and assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

Board Evaluation:

The Board adopted a formal mechanism for evaluating its performance as well as that of its Committees and individual Directors, including the Chairman of the Board. The exercise was carried out through a structured evaluation process covering various aspects of the Boards functioning such as composition of the Board & committees, experience & competencies, performance of specific duties & obligations, contribution at the meetings and otherwise, independent judgment, governance issues etc.

All Directors participated in the evaluation survey and review was carried out through a peer-evaluation excluding the Director being evaluated. The result of evaluation was discussed in the Independent Directors meeting held on March 13, 2018, Nomination and Remuneration Committee meeting and in the Board Meeting held on May 3, 2018.

Policy on directors'' appointment and remuneration:

The Company''s policy on directors'' appointment and remuneration and other matters provided in Section 178(3) of

the Act is available on the website of the Company at http:// www.adaniports.com/investor/investordownload

Internal Financial control system and their adequacy:

The details in respect of internal financial control and their adequacy are included in Management Discussion and

Analysis Report which forms part of this report.

Risk Management:

The Board of the Company has formed a Risk Management Committee to frame, implement and monitor the risk management plan for the Company. The committee is responsible for reviewing the risk management plan and ensuring its effectiveness. The audit committee has additional oversight in the area of financial risks and controls. The major risks identified by the businesses are systematically addressed through mitigation actions on a continual basis.

Committees of Board:

Details of various committees constituted by the Board of Directors as per the provisions of the Act and Listing Regulations are given in the Corporate Governance Report which forms part of this report.

Sustainability and Corporate Social Responsibility:

The Company has constituted a Sustainability and Corporate Social Responsibility Committee and has framed a Policy.

The brief details of Committee are provided in the Corporate Governance Report. The Annual Report on CSR activities is

annexed and forms part of this report. The policy is available on the website of the Company at http://www.adaniports.com/ sustainability/policies.

Corporate Governance and Management Discussion and Analysis Report:

A separate report on Corporate Governance compliance and a Management Discussion and Analysis Report as stipulated by Listing Regulations forms part of this Annual Report along with the required Certificate from a Practicing Company Secretary regarding compliance of the conditions of Corporate Governance as stipulated.

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

Business Responsibility Report:

The Business Responsibility Report for the year ended March 31, 2018 as stipulated under Regulation 34 of Listing Regulations is annexed which forms part of this Annual Report.

Prevention of Sexual Harassment at Workplace:

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

Extract of Annual Return:

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

Related Party Transactions:

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

During the year, your Company has entered into a transaction with Shanti Sagar International Dredging Private Limited, wholly owned subsidiary, to sell its Maintenance Dredging Undertaking. Details of the transaction are provided in Form

AOC-2, is annexed to this report as Annexure-B.

Significant and material orders passed by the regulators or courts or tribunals impacting the going concern status of the Company:

There are no significant and material orders passed by the

Regulators or Courts or Tribunals which would impact the going concern status and the Company''s future operations.

Insurance:

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

Quality, Health, Safety and Environment:

At Adani Ports and Special Economic Zone Limited (APSEZL), Quality, Health, Safety and Environmental (QHSE) responsibilities are integral to operations. Your Company has acquired International Standards ISO 9001:2015, ISO 14001:2004, OHSAS 18001:2007, ISO 28000:2007 certifications specifying the requirements for an Integrated

Management System (IMS) as part of its objective to improve quality, health, safety and environment in the work place.

Apart from the ISO certification your company has adopted its own Safety Management System (SMS) which is based on the philosophy that safety is primarily line management''s responsibility. The SMS is divided into 20 elements, with each element being owned by an element owner who is from the line management at Port. These element owners are accountable for implementation, monitoring and sustenance of their respective element.

Your company aspires to be globally admired Occupational, Health and Safety (OHS) leader in infrastructure space. The lifesaving safety rules are non-negotiable and sacrosanct.

The QHSE policy, OHS vision and mission and Life Saving Rules have been communicated to all the stakeholders. Further, to give impetus to organization''s HSE & well-being, messages have been issued by the senior leadership team emphasizing the Safety First culture.

The Company has taken following major initiatives to advance the QHSE commitment:

Significant Safety Initiatives:

1. Successfully completed IMS surveillance audit for Adani Ports / Terminals at Dahej, Dhamra, Goa, Hazira and Tuna.

2. Business wide implementation of Adani Group Safety Management System (SMS). Till date total 4 Port Sites are certified as Level 1 and 3 Port Sites are Level certified.

3. Have clocked more than 87 million man hours, inducted more than 50,000 workers and trained more than 36,000workers and employees.

4. Have implemented online OHS - ERP solution - Adani

Gensuite, through which any employee / worker can report a safety concern using his / her mobile phone. These concerns are reviewed and addressed by respective department leads.

5. Have implemented a Behaviour Based Safety tool called -

Suraksha Samwaad, wherein the leaders interact with the workforce regularly to engage them on safety.

Your Company released its maiden sustainability report for FY 2015-16 as per GRI-G4 guidelines and its second sustainability report for FY 2016-17 based on GRI standard. With this, the Company has become the leader in port sector for disclosing its sustainability performance in the country.

Your Company believes stakeholder engagement finds its place at the core of business strategies which thrives for inclusive development therefore the Company has outlined its commitment in stakeholder engagement policy and developed the stakeholder engagement procedure.

Your Company ensures compliance to environment and related applicable regulations and continually improves its performance.

Your Company acknowledges its responsibility towards the environment and has initiated numerous initiatives to reduce impact on environment. The Company has developed a vision for "Zero Waste to landfill” and is working towards making APSEZ - a Zero Waste Company. As part of vision for Zero Waste, your Company has taken several initiatives in the handling and management of hazardous and non-hazardous waste at all operating port locations by focusing on 5R principles of waste management i.e. Reduce, Reuse, Reprocess, Recycle and Recover. Major initiatives includes, Reuse of treated sewage, Recycling of paper, plastic, metal, E-waste, Used oil etc., Reprocess of food waste, STP & ETP sludge, Oily cotton waste etc.

- Various initiatives are implemented for reduction in water and energy consumption footprint. Such initiatives have not only resulted in net environmental benefits but have also reduced the operational costs. To meet the fresh water demand, sea water is utilized through desalination plant at Mundra.

- Cumulative installation of rooftop solar power generation at office buildings has reached to 3.3 MW at Mundra.

- Total cumulative terrestrial greenbelt development done till date is about 450 hectares across all port locations, cumulative mangrove a forestation is done in an area over 2,800 hectares across the coast of Gujarat and a unique pilot project of development of bio-shield for protection of coastal areas is in progress at Jambusar, Gujarat.

- APSEZ has conducted Greenhouse Gas (GHG) emission study for Scope 1 and Scope 2 emissions. During the reporting period, GHG emission of APSEZ, Mundra location for Scope 1 is 89,435.3 tCO2 and Scope 2 is 91,569.25 tCO2.

Auditors & Auditors'' Report:

Pursuant to the provisions of Section 139 of the Act read with rules made there under, as amended from time to time, M/s. Deloitte Haskins & Sells LLP, Chartered Accountants (Firm Registration No 117366W/W-100018), were appointed as statutory auditors of the Company to hold office till the conclusion of the Annual General Meeting (AGM) of the Company to be held in the calendar year 2022, subject to ratification of their appointment at every AGM, if required under law. Accordingly, the appointment of M/s. Deloitte Haskins & Sells LLP, Chartered Accountants as Statutory Auditors of the Company is placed for ratification by the Shareholders. In this regard, the Company has received a certificate from the auditors to the effect that if they are re-appointed, it would be in accordance with the provisions of Section 141 of the Act.

Notes to the financial statements referred in the Auditors Report are self-explanatory and therefore do not call for any comments under Section 134 of the Act. The Auditors'' Report is enclosed with the financial statements in this Annual Report.

Secretarial Audit Report:

Pursuant to the provisions of Section 204 of the Act read with the rules made there under, your Company had appointed Mr. Ashwin Shah, Practising Company Secretary to undertake the Secretarial Audit of the Company. The Secretarial Audit Report for financial year 2017-18 is annexed which forms part of this report as Annexure-C. There were no qualifications, reservation or adverse remarks in the Secretarial Audit Report of the Company.

Information Technology- an enabler for Growth:

In this digital era, technology is fundamentally changing our society and world of business. We strive to develop the ability to understand and make use of the power of information technology to our advantage. Our strategy is to use technology to improve our competitive position and support business transformation.

We at APSEZ have initiated to integrate the current business processes with the new age digital technologies to transform our business into a digital business. With the aim to delight our customers we strive to use the emerging technologies like Block chain and provide the complete visibility of their business interests through timely, accurate and exhaustive data services. This will help us improve our competitive advantage and exceed customer expectations.

With the increase of digitization and automation, we are becoming more efficient in our service delivery and these will play a strategic role in the pursuit of sustenance and growth which can be characterized by the value drivers'' viz., Improved Productivity, Increased Efficiency, Stability, Optimized Resources, Customer Enablement, Safety and Security, and Faster Decision. Our technological advancements will build capabilities to survive and win independent of future constraints and customer needs.

True power of technology can be leveraged only by establishing a robust cyber security. We are committed to reduce the business risk and our brand value by managing the cyber risk through data security, network security, platform security, access control and monitoring.

Particulars of Employees:

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

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

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo:

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Act read with rule 8 of The Companies (Accounts) Rules, 2014, as amended from time to time is annexed to this Report as Annexure-E.

Acknowledgement:

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

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

For and on behalf of the Board of Directors

Gautam S. Adani

Place : Ahmedabad Chairman and Managing Director

Date : May 3, 2018 (DIN: 00006273)


Mar 31, 2017

Dear Shareholders,

The Directors are pleased to present the 18th Annual Report along with the audited financial statements of your Company for the financial year ended on March 31, 2017.

Financial Performance:

The Company has adopted the Indian Accounting Standards (“Ind AS”) notified under the Companies (Indian Accounting Standards) Rules, 2015 w.e.f April 1, 2016. Financial statements for the year ended and as at March 31, 2016 have been restated to conform to Ind AS. The summarized financial highlight is depicted below:

(Rs. in crore)

Particulars

Consolidated

Standalone

2016-17

2015-16

2016-17

2015-16

Revenue from operations

8,439.35

7,108.65

4,878.86

4,619.17

Other Income

1,040.11

732.67

1,284.67

1,172.77

Total Income

9,479.46

7,841.32

6,163.53

5,791.94

Operating expenses

3,024.66

2,484.32

1,331.81

1,241.25

Depreciation and Amortisation Expenses

1,160.19

1,062.96

540.71

519.32

Foreign Exchange (Gain) / Loss (net)

(277.44)

50.30

(200.33)

70.65

Finance Cost

- Interest and Bank Charges

1,281.24

1,193.61

1,103.40

929.75

- Derivative (Gain)/Loss

111.94

(69.31)

95.00

(75.30)

Total Expenditure

5,300.59

4,721.88

2,870.59

2,685.67

Profit before share of profit from joint ventures and tax

4,178.87

3,119.44

3,292.94

3,106.27

Tax Expense (net)

286.63

282.81

192.33

141.77

Profit after tax and before share of profit from joint

3,892.24

2,836.63

3,100.61

2,964.50

ventures

Share of Profit from Joint Ventures

9.26

19.27

-

-

Net Profit for the year

3,901.50

2,855.90

3,100.61

2,964.50

Total Other Comprehensive Income

6.67

16.98

12.33

16.60

Total Comprehensive Income for the year (net of tax)

3,908.17

2,872.88

3,112.94

2,981.10

Attributable to:

Equity holders of the parent

3,919.94

2,913.72

3,112.94

2,981.10

Non-controlling interests

(11.77)

(40.84)

-

-

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

Performance Highlights:

Your Company has created a milestone in Indian commercial ports history by handling 168.72 MMT of cargo. Mundra Port continues to rank 1st in terms of total cargo handling and 2nd in terms of container cargo handling during the year under review. The other ports developed and being operated by your Company at Dahej, Hazira, Kandla, Dhamra, Murmugao and Kattupalli have performed well.

The audited consolidated financial statements of the Company as on March 31, 2017, prepared in accordance with the relevant applicable Ind AS and Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and provisions of the Companies Act, 2013, forms part of this Annual Report.

The key aspects of your Company’s consolidated performance during the financial year 2016-17 are as follows:

- Cargo volume increased by 11% from 151.51 MMT in 201516 to 168.72 MMT in 2016-17.

- Total Income increased by 21% from Rs.7,841.32 crore in 2015-16 to Rs.9,479.46 crore in 2016-17.

- Profit after Tax increased by 35% from Rs.2,913.72 crore in 2015-16 to Rs.3,919.94 crore in 2016-17.

Earning per Share (EPS) for the year increased by 35% from RS.13.99 in 2015-16 to RS.18.89 in 2016-17.

The detailed operational performance of the Company has been comprehensively discussed in the Management Discussion and Analysis Report which forms part of this Report.

Dividend:

Your Directors have recommended a dividend of 65% (Rs.1.30 per equity share of Rs.2 each) on the equity shares and 0.01% dividend on 0.01% Non-Cumulative Redeemable Preference Shares of RS.10 each for the financial year 2016-17. The said dividend, if approved by the shareholders, would involve a cash outflow of RS.324.03 crore including tax thereon.

Transfer to Reserves:

The Company proposes to transfer RS.355.66 crore to Debenture Redemption Reserve out of the amount available for appropriation.

Status of Scheme of Arrangement:

During the year under review, the Board of Directors at its meeting held on February 14, 2017 had approved the Scheme of Arrangement between Adani Ports and Special Economic Zone Limited (the Company or Transferor Company) and The Adani Harbour Services Private Limited (the Transferee Company) and their respective shareholders and creditors (scheme) for transfer and vesting of Marine Business Undertaking of the Company to the Transferee Company as a going concern, on Slump Sale basis for which lump sum consideration shall be paid by the Transferee Company to the Company. The rationale for the Scheme of Arrangement is as under:

Both, the Transferor Company and the Transferee Company are carrying on marine business. Consolidating similar businesses within one company would enable the business activities to be carried out with greater focus and specialization for sustained growth. It is expected that the proposed consolidation will allow more focused strategy, standardization in operations, operating cost optimization, better monitoring and utilization of assets, effective coordination with customers which in turn would enhance shareholder’s value.

The said Scheme is effective upon approval of shareholders, creditors, Hon’ble National Company Law Tribunal and other regulatory and statutory approvals as applicable.

US Bond Issuance - Rule 144A/Regulation S Offerings: During the year under review, your Company priced rule 144A/Regulation S offering of USD 500 million 3.95% Senior Unsecured Notes due 2022. These Notes are rated Baa3 (Moody’s), BBB- (S&P) and BBB- (Fitch).

Fixed Deposits:

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

Non-Convertible Debentures:

During the year under review, your Company has issued 42,520 Rated, Listed, Secured Redeemable Non-Convertible Debentures (NCDs) of face value of RS.10 lakh each aggregating to Rs.4,252 crore on a private placement basis listed on the Wholesale Debt Market Segment of BSE Limited.

Further, your Company has redeemed 14,600 NCDs of face value of RS.10 lakh each and bought-back 8,483 NCDs of face value of RS.10 lakh each issued on private placement basis.

Particulars of loans, guarantees or investments:

The provisions of Section 186 of the Companies Act, 2013, with respect to a loan, guarantee or security is not applicable to the Company as the Company is engaged in providing infrastructural facilities which is exempted under Section 186 of the Companies Act, 2013. The details of investment made during the year under review are disclosed in the financial statements.

Subsidiaries, Joint Ventures and Associate Companies:

Your Company had 26 (direct and indirect) subsidiaries as on March 31, 2017.

During the year under review, the following changes have taken place:

- Adani Petroleum Terminal Private Limited was incorporated as wholly owned subsidiary of the company on April 26, 2016 with an object to promote, invest and to develop, operate, maintain hydro-carbons terminal.

- Abbot Point Operations Pty Ltd, a wholly owned subsidiary company has acquired 100% stake of Abbot Point Bulkcoal Pty Ltd (APBPL) and accordingly, APBPL became step down subsidiary.

- Your Company has acquired 100% stake of The Adani Harbour Services Private Limited (Formerly, TM Harbour Services Private Limited) (TAHSPL) pursuant to share purchase agreement signed on December 7, 2016 and accordingly, TAHSPL become wholly owned subsidiary.

- Your Company has divested its entire stake of Mundra LPG Terminal Private Limited (MLTPL) to Adani Petroleum Terminal Private Limited and accordingly, MLTPL become step down subsidiary

- Your Company has acquired 100% stake of Mundra LPG Infrastructure Private Limited (MLIPL) from Adani Hazira Port Private Limited and accordingly, MLIPL became wholly owned subsidiary.

- Your Company has acquired 26% stake of Adani Kandla Bulk Terminal Private Limited (AKBTPL) and Adani Murmugao Port Terminal Private Limited (AMPTPL) from Adani Enterprises Limited and accordingly, AKBTPL and AMPTPL become wholly owned subsidiaries.

No Company has become/ceased to be a Joint venture/ associate during the financial year 2016-17.

Mundra International Gateway Terminal Private Limited was incorporated as wholly owned subsidiary of the company on May 17, 2017 with an object to develop, operate, maintain ports and related infrastructure facilities.

Pursuant to the provisions of Section 129, 134 and 136 of the Companies Act, 2013 read with rules made thereunder and pursuant to Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company had prepared consolidated financial statements of the Company and its subsidiaries and a separate statement containing the salient features of financial statement of subsidiaries, joint ventures and associates in Form AOC-1 forms part of this Annual Report.

The annual financial statements and related detailed information of the subsidiary companies shall be made available to the shareholders of the holding and subsidiary companies seeking such information on all working days during business hours. The financial statements of the subsidiary companies shall also be kept for inspection by any shareholder/s during working hours at the Company’s registered office and that of the respective subsidiary companies concerned. In accordance with Section 136 of the Companies Act, 2013, the audited financial statements, including consolidated financial statements and related information of the Company and audited accounts of each of its subsidiaries, are available on website, www.adaniports. com. Details of developments of subsidiaries of the Company are covered in the Management Discussion and Analysis Report which forms part of this Report.

Directors and Key Managerial Personnel:

During the year under review, Mr. A. K. Rakesh, IAS (DIN: 00063819) representing Gujarat Maritime Board ceased to be Director w.e.f September 7, 2016. Board places on record the deep appreciation for valuable services and guidance provided by him during the tenure of his Directorship.

Mr. Gautam S. Adani (DIN: 00006273) was re-appointed as Chairman and Managing Director for a period of five years w.e.f July 1, 2017 subject to approval of shareholders of the Company

Mr. Karan Adani, CEO (DIN: 03088095) of the Company was appointed as an Additional Director and Whole Time Director of the Company for a period of five years w.e.f May 24, 2017 subject to the approval of shareholders of the Company

Your Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as provided in Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and there has been no change in the circumstances which may affect their status as independent director during the year.

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

Brief details of Mr. Gautam S. Adani, Mr. Rajesh S. Adani and Mr. Karan Adani as required under Regulation 36 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is provided in the Notice of the Annual General Meeting.

Directors’ Responsibility Statement:

Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability state the following:

a. that in the preparation of the annual financial statements, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b. that such accounting policies have been selected and applied consistently except which has been mentioned in the notes and judgement and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period;

c. that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

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

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

Number of Board Meetings:

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

Independent Directors’ Meeting:

The Independent Directors met on February 14, 2017, without the attendance of Non-Independent Directors and members of the Management. The Independent Directors reviewed the performance of Non-Independent Directors and the Board as a whole; the performance of the Chairman of the Company taking into account the views of Executive Directors and Non-Executive Directors and assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

Board Evaluation:

The Board adopted a formal mechanism for evaluating its performance as well as that of its Committees and individual Directors, including the Chairman of the Board. The exercise was carried out through a structured evaluation process covering various aspects of the Boards functioning such as composition of the Board & committees, experience & competencies, performance of specific duties & obligations, contribution at the meetings and otherwise, independent judgement, governance issues etc.

All Directors participated in the evaluation survey and review was carried out through a peer-evaluation excluding the Director being evaluated. The result of evaluation was discussed in the Independent Director’s meeting held on February 14, 2017, Nomination and Remuneration Committee meeting and in the Board Meeting held on May 24, 2017.

The Board members noted the suggestions / inputs of Independent Directors, Nomination and Remuneration Committee and discussed various initiatives to further strengthen Board effectiveness.

Policy on directors’ appointment and remuneration:

The Company’s policy on directors’ appointment and remuneration and other matters provided in Section 178(3) of the Companies Act, 2013 is available on the website of the Company at http://www.adaniports.com/investor/investor-download.

Internal Financial control system and their adequacy:

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

Risk Management:

The Board of the Company has formed a Risk Management Committee to frame, implement and monitor the risk management plan for the Company. The committee is responsible for reviewing the risk management plan and ensuring its effectiveness. The audit committee has additional oversight in the area of financial risks and controls. The major risks identified by the businesses are systematically addressed through mitigation actions on a continual basis.

Committees of Board:

Details of various committees constituted by the Board of Directors as per the provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Companies Act, 2013 are given in the Corporate Governance Report which forms part of this report.

Sustainability and Corporate Social Responsibility:

The Company has changed the nomenclature of “Corporate Social Responsibility Committee” to “Sustainability and Corporate Social Responsibility Committee” (CSR) and has approved the revised terms of reference. The brief details of CSR Committee and contents of CSR policy is provided in the Corporate Governance Report. The Annual Report on CSR activities is annexed and forms part of this report. The CSR policy is available on the website of the Company at http:// www.adaniports.com/sustainability/policies.

Corporate Governance and Management Discussion and Analysis Report:

A separate report on Corporate Governance compliance and a Management Discussion and Analysis Report as stipulated by SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of this Annual Report along with the required Certificate from a Practising Company Secretary regarding compliance of the conditions of Corporate Governance as stipulated.

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

Business Responsibility Report:

The Business Responsibility Report for the year ended March 31, 2017 as stipulated under Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed which forms part of this Annual Report.

Prevention of Sexual Harassment at Workplace:

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

Extract of Annual Return:

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

Related Party Transactions:

All the related party transactions entered into during the financial year were on an arm’s length basis and were in the ordinary course of business. Your Company had not entered into any transactions with related parties which could be considered material in terms of Section 188 of the Companies Act, 2013. Accordingly, the disclosure of related party transactions as required under Section 134(3) (h) of the Companies Act, 2013 in Form AOC-2 is not applicable.

Significant and material orders passed by the regulators or courts or tribunals impacting the going concern status of the Company:

There are no significant and material orders passed by the Regulators or Courts or Tribunals which would impact the going concern status and the Company’s future operations.

Insurance:

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

Quality, Health, Safety and Environment:

At Adani Ports and Special Economic Zone Limited (APSEZL), Quality, Health, Safety and Environmental (QHSE) responsibilities are integral to operations. Your Company has acquired International Standards ISO 9001:2015, ISO 14001:2004, OHSAS 18001:2007, ISO 28000:2007 certifications specifying the requirements for an Integrated Management System (IMS) as part of its objective to improve quality, health, safety and environment in the work place.

Apart from the ISO certification your company has adopted its own Safety Management System (SMS) which is based on the philosophy that safety is primarily line management’s responsibility. The SMS is divided into 20 elements, with each element being owned by an element owner who is from the line management at Port. These element owners are accountable for implementation, monitoring and sustenance of their respective element.

The organization has revisited its OHS Vision, Mission statements and Life Saving Rules which are non-negotiable, thereby treating “Safety” as a Value and not a priority.

The QHSE policy, OHS vision and mission and Life Saving Rules have been communicated to all the stakeholders. Further, to give impetus to organization’s HSE & well-being, messages have been issued by the senior leadership team reemphasizing the Safety First culture.

The Company has taken following major initiatives to advance the QHSE commitment:

Significant Safety Initiatives:

1. Successfully completed IMS certification for Adani Ports / Terminals at Dahej, Dhamra, Goa and Tuna. Recertification completed for Mundra and Hazira Ports.

2. Business wide implementation of Adani Group Safety Management System (SMS). Adani Port is harbinger and first amongst other businesses to achieve Level 1 of SMS.

3. Have clocked more than 82 million man hours, inducted more than 27,000 workers and trained more than 16,000 workers and employees.

4. Online Quiz competition - What Went Wrong (WWW), based on the learning’s from previous incidents at Ports so as to spread the awareness about the root cause of incidents and corrective and preventive actions to be taken to prevent recurrence.

5. Engaged world leaders like DuPont, Chill worth at Hazira and Mundra respectively to assess the gaps in Liquid Terminals in implementation of operational procedures and action plan to bridge the gaps.

Your Company acknowledges its responsibility towards the Environment and has initiated numerous initiatives to reduce impact on Environment. The Company has developed a vision for Zero Waste and is working towards making APSEZ - a Zero Waste Company. APSEZ has taken several initiatives at various port locations by focusing on 5R principles of waste management i.e. Reduce, Reuse, Reprocess, Recycle and Recover.

- Entire treated sewage is reused for horticulture purpose at all sites and kitchen / food waste generated at Mundra Port, Hazira Port, Tuna Port and Dahej Port is converted to manure which is used for horticulture requirements.

- Paperless drive initiated at Mundra has reduced printing paper consumption by over 90%.

- At Dhamra, waste paper is recycled to produce notepads.

- Under “Plastic free” drive across Mundra, Dhamra, Goa, Kattupalli and Tuna ports, alternative solutions are provided and in situations where use of plastic is unavoidable, it is ensured that it is collected and sent onward for recycling.

Various activities are initiated on pilot scale for water conservation which include installation of water maker (produces water from atmospheric moisture), replacement of conventional urinal pots by water free urinals, flow reducers in water taps etc.

The Company has come out with its first sustainability report as per GRI-G4 guidelines. The Company has evolved Sustainability Charter for continuous improvement of sustainability performance.

Auditors & Auditors’ Report:

As per Section 139 of the Companies Act, 2013, read with the Companies (Audit and Auditors) Rules, 2014, the term of M/s. S R B C & CO LLP, Chartered Accountants (Firm Registration No.: 324982E / E300003) as the Statutory Auditors of the Company expires at the conclusion of the ensuing Annual General Meeting (AGM) of the Company,

The Board of Directors of the Company at its meeting held on May 24, 2017, on the recommendation of the Audit Committee, has made its recommendation for appointment of M/s. Deloitte Haskins & Sells LLP, Chartered Accountants (Firm Registration No 117366W/W-100018), as the Statutory Auditors of the Company for a term of five consecutive years, from the conclusion of 18th AGM of the Company till the conclusion of 23rd AGM to be held in year 2022 (subject to ratification of their appointment at every AGM) for approval of shareholders of the Company,

The Company has received a certificate that they satisfy the criteria provided under Section 141 of the Companies Act, 2013 and that the appointment, if made, shall be in accordance with the applicable provisions of the Companies Act, 2013 and rules framed thereunder.

Notes to the financial statements referred in the Auditors Report are self-explanatory and therefore do not call for any comments under Section 134 of the Companies Act, 2013.

Secretarial Audit Report:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the rules made thereunder, your Company had appointed Mr. Ashwin Shah, Practising Company Secretary to undertake the Secretarial Audit of the Company. The Secretarial Audit Report for financial year 2016-17 is annexed which forms part of this report as Annexure-B.

There were no qualifications, reservation or adverse remarks in the Secretarial Audit Report of the Company,

Information Technology- an enabler for Growth:

Ports and logistics is a critical industry and is hugely be impacted by the evolution of emerging and disruptive technologies. Knowing this and keeping up with the business growth and expansion, your company in 2016-17 has initiated its journey towards building a robust and scalable enterprise-wide IT infrastructure.

To manage the technology obsolesce risk, the company embarked on the journey to upgrade and reform the existing technology stack. In addition, the focus was on to ensure that IT skills and capabilities are in place to meet the business needs and create an IT governance structure to ensure cost efficiency and continuous improvement in IT service delivery.

The company has initiated work towards adopting emerging technologies like Internet-of-Things (IOT) with value added service such as analytics to improve overall operational intelligence and produce better business outcomes. Port Community System is being developed as a digital solution for port stakeholders so that they are able to seamlessly perform all their activities from the confines of their office premises either through Web or a Mobile platform.

The strategic direction is to reduce manual intervention through self-service, provide intelligence to tailor actions based on events and data and thereby make the best use of the resources. The aim is to realise the benefits of safety, reliability, efficiency and reduced human error.

Awards, Certifications and Accreditations:

- Dun and Bradstreet - India’s Leading Infrastructure Company Port Category - Infra Awards 2016.

- Sea Port of the Year - Private at Logistic Asia Award 2016.

- Sea Port of the Year - Liquid Terminal at Logistic Asia Award 2016.

- Samudra Manthan Awards 2016 for Private Port of the Year, Container Handling Port of the year at 7th all India Maritime and Logistics Awards.

- Private Port/Terminal of the Year Award at India Seatrade Award 2016.

- Best Port of the year (Non Containerized) Award at India Maritime Awards.

- Best Port of the year (Containerised) Gujarat Star Awards. Won Gold in “1st Annual EKDKN Exceed Award 2017”.

- MALA Awards - Port/Maritime Personality of the year awarded to a senior official of the Company

- Global Ports Forum award for Port/Terminal Visionary of The Year 2017 awarded to a senior official of the Company Global Ports Forum award for Container Terminal Operator of the year 2017.

- Sliver Trophy - “FINEST INDIA SKILLS & TALENT AWARD 2017” category of “Best Fire Safe Company - Services” after its launch for the first time in India.

- Golden Peacock Award for Corporate Social Responsibility for the year 2016.

Particulars of Employees:

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

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

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo:

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with rule 8 of The Companies (Accounts) Rules, 2014, as amended from time to time is annexed to this Report as Annexure-D.

Acknowledgement:

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

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

For and on behalf of the Board of Directors

Place: Ahmedabad Gautam S. Adani

Date: May 24, 2017 Chairman & Managing Director

(DIN: 00006273)


Mar 31, 2016

The Directors are pleased to present the 17th Annual Report along with the audited financial statements of your Company for the financial year ended on March 31, 2016

Financial Performance:

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

Particulars Consolidated Results Standalone Results 2015-16 2014-15 2015-16 014-15

Revenue from operations 7,255.73 6,151.98 4,630.75 3,909.36

Other Income 684.82 685.64 973.03 738.16

Total Income 7,940.55 6,837.62 5,603.78 4,647.52

Operating & Administrative Expenses 2,605.21 2,249.67 1,336.02 1,301.94

Operating Profit before Interest, Depreciation and Tax 5,335.34 4,587.95 4,267.76 3,345.58

Interest and Financial Charges Expense 1,099.04 1,175.06 822.10 708.79

Depreciation/ Amortization 1,079.44 911.68 521.93 488.62

Profit Before Tax 3,156.86 2,501.21 2,923.73 2,148.17

Provision for tax (including deferred tax) 326.92 176.72 82.15 (34.97)

Net Profit/(Loss) before Minority Interest 2,829.94 2,324.49 2,841.58 2,183.14

Add/(Less) share of Minority Interest 42.10 (10.16) - -

Share of Profit / (Loss) from Associate (4.68) - - -

Net Profit/(Loss) for the year after Minority Interest 2,867.36 2,314.33 2,841.58 2,183.14

Surplus brought forward from previous year 5,864.95 4,433.53 6,341.97 5,041.00

Balance available for appropriation 8,732.31 6,747.86 9,183.55 7,224.14

Appropriations:

Final Dividend on Preference Shares -* -* -* -*

Tax on Final Dividend on Preference Shares -* -* -* -* (including surcharge)

Interim Dividend on Equity Shares 227.80 - 227.80 -

Tax on Interim Dividend (including surcharge) 46.38 - 46.38 -

Proposed Final Dividend on Equity Shares - 227.71 - 227.71

Tax on Final Equity Dividend (including surcharge) - 46.36 - 46.36

Depreciation charged to retained earnings - 21.71 - 20.97 (net of deferred tax)

Marked to market opening gain to retained earning (0.40) - (0.40) -

Transfer to Capital Redemption Reserve 0.14 0.14 0.14 0.14

Transfer to General Reserve - 218.31 - 218.31

Transfer to Debenture Redemption Reserve 515.38 368.68 515.38 368.68

Net Surplus in the statement of profit and loss 7,943.01 5,864.95 8,394.25 6,341.97 ''Figures being nullified on conversion to Rs. in crore.

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

Performance Highlights:

Your Company has created a milestone in Indian commercial ports history by handling more than 151.51 N\N\T of cargo. This achievement is indeed a fulfilling one. This is notwithstanding the general economic climate and slowdown experienced by various industrial sectors,

Mundra Port continues to rank 1st in terms of total cargo handling and 2nd in terms of container cargo handling during the year under review. The other ports developed and being operated by your Company at Dahej, Hazira, Kandla, Dhamra, Murmugao and Vizag have performed well

The audited consolidated financial statements of the Company as on March 31, 2016, prepared in accordance with the relevant applicable Accounting Standards and Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and provisions of the Companies Act, 2013, forms part of this Annual Report

The key aspects of your Company''s consolidated performance during the financial year 2015-16 are as follows

- Cargo volume increased by 5% from 144.25 N\N\T in 2014-15 to 151.51 MMT in 2015-16,

- Total Income increased by 16% from Rs.6,837.62 crores in 2014-15 to Rs.7,940.55 crores in 2015-16,

- Profit after Tax increased by 24% from Rs.2,314.33 crores in 2014-15 to Rs.2,867.36 crores in 2015-16,

- Earning per Share (EPS) for the year increased by 24% from m.18 in 2014-15 to Rs.13.85 in 2015-16,

The detailed operational performance of the Company has been comprehensively discussed in the Management Discussion and Analysis Report which forms part of this Report

Dividend:

During the year under review, the Company had distributed an interim dividend of 55% (Rs.1.10 per equity share of Rs.2 each) on the equity shares.

Your Directors wish to conserve resources for future expansion and growth of the Company. Hence, your Directors have decided not to declare any further final dividend for the year under review.

Your Directors have recommended 0.01% dividend on 0.01% Non-Cumulative Redeemable Preference Shares of Rs.10 each for the financial year 2015-16

The total outgo on account of dividend is Rs.274.18 crores including tax thereon

Transfer to Reserves:

The Company proposes to transfer Rs.0.14 crores and Rs.515.38 crores to the Capital Redemption Reserve and Debenture Redemption Reserve respectively out of the amount available for appropriation

Status of Composite Scheme of Arrangement:

During the year under review, the Hon''ble High Court of Gujarat had, vide its order dated May 7, 2015 sanctioned the Composite Scheme of Arrangement between Adani Enterprises Limited (AEL) and Adani Ports and Special Economic Zone Limited (''the Company or APSEZ'') and Adani Power Limited (APL) and Adani Transmission Limited (ATL) and Adani Mining Private Limited (AMPL) and their respective shareholders and creditors (''the Scheme'')

The Scheme, with effect from April 1, 2015, inter alia, provided for Demerger of the Port Undertaking of AEL comprising the undertaking, businesses, activities, operations, assets (moveable and immoveable) and liabilities pertaining to the Belekeri port and the shareholding of AEL in the Company,

Upon the Scheme coming into effect and in consideration of the transfer and vesting of the Port Undertaking of AEL into the Company, in terms of the Scheme, the equity shareholders of AEL whose names appeared in the Register of Members of AEL as on the Record Date i.e. June 4, 2015 ("Eligible Shareholders of AEL'') were entitled for allotment of 14,123 equity share of APSEZ of Rs.2/- each credited as fully paid-up for every 10,000 equity share of Rs.1/- each fully paid- up held by such equity shareholder in AEL,

Accordingly, 155,32,61,781 equity shares of XII- each of the Company were issued and allotted to the eligible shareholders of AEL on June 8, 2015. Further, pursuant to the scheme existing holding of 155,23,61,640 equity shares of XII- each of AEL in the Company was extinguished and cancelled

The equity shares of the Company so issued pursuant to the Scheme were listed and admitted for trading on BSE Limited and National Stock Exchange of India Limited with effect from June 16, 2015.

US Bond Issuance - Rule 144A/Regulation S Offerings:

During the year under review, your Company priced rule 144A/Regulation S offering of USD 650 million 3.50% Senior Unsecured Notes due 2020. This was the first investment grade issuance and the largest USD bond offering by an infrastructure company in India and first private sector issuance fro man Indian Debut 16 issuer in international bond markets, since 2013. These Notes are rated Baa3 (Moody''s), BBB- (S&P) and BBB- (Fitch).

Fixed Deposits:

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

Non-Convertible Debentures:

During the year under review, your Company has issued 14,000 Rated, Listed, Secured Redeemable Non-Convertible Debentures of face value of Rs.10 lacs each aggregating to Rs.400 crores on a private placement basis listed on the Wholesale Debt Market Segment of BSE Limited.

Further, your Company has redeemed 4,950 Secured Redeemable Non-Convertible Debentures of face value of no lacs each aggregating to Rs.495 crores issued on private placement basis.

Particulars of loans, guarantees or investments:

The provisions of Section 186 of the Companies Act, 2013, with respect to a loan, guarantee or security is not applicable to the Company as the Company is engaged in providing infrastructure! facilities which is exempted under Section 186 of the Companies Act, 2013. The details of investment made during the year under review are disclosed in the financial statements.

Subsidiaries, Joint Ventures and Associate Companies:

Your Company had 23 (direct and indirect) subsidiaries as on March 31, 2016.

During the year under review, the following changes have taken place:

- Adani Food and Agro-Processing Park Private Limited was incorporated as wholly owned subsidiary for the development of Mega Food Park as per the guidelines of Mega Food Parks Scheme of Ministry of Food Processing industries

- Abbot Point Operations Pty Limited was incorporated as wholly owned subsidiary with an object to carry on business of port operator

- Adani Vizhinjam Port Private Limited was incorporated as wholly owned subsidiary for the development of a multipurpose international deepwater seaport at Vizhinjam

- Adani Kattupalli Port Private Limited was incorporated as wholly owned subsidiary with an object to develop, operate, maintain port and related infrastructure facilities at Kattupalli

- Adani LP6 Terminal Private Limited was incorporated as wholly owned subsidiary with an object to develop, operate, maintain LP6 terminal at Mundra

- Your Company has divested its part stake in Mundra Solar Technopark Private Limited (MSTPL) and accordingly MSTPL ceased to be subsidiary

No Company has become/ceased to be a Joint venture/ associate during the financial year 2015-16

Adani Petroleum Terminal Private Limited was incorporated as wholly owned subsidiary of the company on April 26, 2016 with an object to promote, invest and to develop, operate, maintain hydro-carbons terminal

Pursuant to the provisions of Section 129,134 and 136 of the Companies Act, 2013 read with rules made thereunder and pursuant to Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company had prepared consolidated financial statements of the Company and its subsidiaries and a separate statement containing the salient features of financial statement of subsidiaries, joint ventures and associates in Form A0C-1 forms part of this Annual Report

The annual financial statements and related detailed information of the subsidiary companies shall be made available to the shareholders of the holding and subsidiary companies seeking such information on all working days during business hours. The financial statements of the subsidiary companies shall also be kept for inspection by any shareholder/s during working hours at the Company''s registered office and that of the respective subsidiary companies concerned. In accordance with Section 136 of the Companies Act, 2013, the audited financial statements, including consolidated financial statements and related information of the Company and audited accounts of each of its subsidiaries, are available on website, www, adaniports.com. Details of developments of subsidiaries of the Company are covered in the Management Discussion and Analysis Report which forms part of this Report

Directors and Key Managerial Personnel:

During the year under review, Mr. Sarthak Behuria (DIN 03290288) was appointed as an Additional Director of the Company w.e.f November 2, 2015 to hold office upto the ensuing Annual General Meeting. He has tendered his resignation as an Independent Director w.e.f March 31, 2016

Mr. Arun Duggal (DIN: 00024262) and Mr. D. T. Joseph (DIN: 01716572) had resigned as an Independent Directors of the Company w.e.f June 30, 2015 and October 1, 2015 respectively upon completion of term

Mr. Sudipta Bhattacharya (DIN: 06817333), Whole Time Director of the Company has resigned w.e.f. December 31,2015, Board places on record the deep appreciation for valuable services and guidance provided by outgoing Directors during the tenure of their Directorships, Pursuant to the provisions of Section 149 of the Companies Act, 2013, Mrs. Radhika Haribhakti was appointed as an independent Director at the Annual General Meeting of the Company held on August 11, 2015. The terms and conditions of appointment of Independent Directors are as per Schedule IV of the Companies Act, 2013. Your Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as provided in Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and there has been no change in the circumstances which may affect their status as Independent Director during the year.

Pursuant to the requirements of the Companies Act, 2013 and Articles of Association of the Company, Dr. Malay Mahadevia (DIN: 00064110) is liable to retire by rotation and being eligible offers himself for re-appointment. The Board recommends the appointment of Dr. Malay Mahadevia as Director of the Company retiring by rotation

Brief details of Dr. Malay Mahadevia as required under Regulation 36 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is provided in the Notice of the Annual General Meeting

Pursuant to the provisions of Section 203 of the Companies Act, 2013, the Company has appointed Mr. Karan Adani as Chief Executive Officer w.e.f January 1, 2016 as key managerial personnel of the Company,

Directors'' Responsibility Statement:

Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability state the following

a. that in the preparation of the annual financial statements, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b. that such accounting policies have been selected and applied consistently except which has been mentioned in the notes and judgment and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2016 and of the profit of the Company for the year ended on that date;

c. that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

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

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

Number of Board Meetings:

The Board of Directors met 6 (six) times during the year under review. The details of board meetings and the attendance of the Directors are provided in the Corporate Governance Report which forms part of this Report,

Independent Directors'' Meeting:

The Independent Directors met on March 29, 2016, without the attendance of Non-independent Directors and members of the Management. The Independent Directors reviewed the performance of Non-independent Directors and the Boarda''s a whole; the performance of the Chairperson of the Company taking into account the views of Executive Directors and Non-Executive Directors and assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

Board Evaluation:

The Board adopted a formal mechanism for evaluating its performance as well as that of its Committees and individual Directors, including the Chairman of the Board. The exercise was carried out through a structured evaluation process covering various aspects of the Boards functioning such as composition of the Board 8- committees, experience 8- competencies, performance of specific duties 8- obligations, contribution at the meetings and otherwise, independent judgment, governance issues etc.

Policy on directors''appointment and remuneration:

The Company''s policy on directors'' appointment and remuneration and other matters provided in Section 178(3) of the Companies Act, 2013 is available on the website of the Company at http://www.adaniports.com/investor/investor- download.

Internal Financial control system and their adequacy:

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

Risk Management:

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

Committees of Board:

Details of various committees constituted by the Board of Directors as per the provision of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Companies Act, 2013 are given in the Corporate Governance Report which forms part of this report.

Corporate Social Responsibility:

The Company has constituted Corporate Social Responsibility (CSR) Committee and has framed a CSR Policy. The brief details of CSR Committee and contents of CSR policy is provided in the Corporate Governance Report. The Annual Report on CSR activities is annexed and forms part of this report. The CSR policy is available on the website of the Company at http://www.adaniports.com/sustainability/ policies.

Corporate Governance and Management Discussion and Analysis Report:

A separate report on Corporate Governance compliance and a Management Discussion and Analysis Report as stipulated by SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of this Annual Report along with the required Certificate from a Practising Company Secretary regarding compliance of the conditions of Corporate Governance as stipulated

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

Business Responsibility Report:

The Business Responsibility Report for the year ended March 31, 2016 as stipulated under Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed which forms part of this Annual Report

Prevention of Sexual Harassment at Workplace:

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

Extract of Annual Return:

The details forming part of the extract of the Annual Return in Form MGT-9, is annexed to this report as Annexure-A

Related Party Transactions:

All the related party transactions entered into during the financial year were on an arm''s length basis and were in the ordinary course of business. Your Company had not entered into any transactions with related parties which could be considered material in terms of Section 188 of the Companies Act, 2013. Accordingly, the disclosure of related party transactions as required under Section 134(3) (h) of the Companies Act, 2013 in Form AOC 2 is not applicable.

Significant and material orders passed by the regulators or courts or tribunals impacting the going concern status of the Company:

There are no significant and material orders passed by the Regulators or Courts or Tribunals which would impact the going concern status and the Company''s future operations.

Insurance:

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

Quality, Health, Safety and Environment:

At Adani Ports and Special Economic Zone Limited (APSEZL), Quality, Health, Safety and Environmental (QHSE) responsibilities are integral to operations. Your Company has acquired International Standards ISO 9001:2008, ISO 14001:2004, OHSAS 18001:2007, ISO 28000:2007 certifications specifying the requirements for an Integrated Management System (IMS) as part of its objective to improve quality, health, safety and environment in the work place.

The organization has revisited its OHS Vision, Mission statements and Life Saving Rules (LSR''s) which are non- negotiable. These have been communicated to all the employees. Further, to give impetus to organizations HSE 8- well-being, messages have been issued by the senior leadership team re-emphasizing the Safety First culture.

Further, your Company believes in Goal Zero, which is a strong, simple and memorable aim that has helped to achieve significantly enhanced safety performance. Besides, the Company has taken following major initiatives to advance the QHSE commitment:

- Celebrated 45th National Safety Day/Week (4th to 10th March, 2016) with programs spread over a week.

- Celebration of 27th Road Safety Week from 10th to 16th January, 2016 at sites.

- Celebration of World Environment day June 5, 2015.

- Regular Safety walk by CEO, COO and site heads.

- More than 200 Employees from various Ports underwent the 3 day Safety Orientation Course from Larsen and Toubro Limited Safety Training Centre (Safety Innovation School) at Hazira.

- All meetings including business review meeting commence with Safety Performance review thereby ensuring that focus on safety is maintained and it is sacrosanct.

- Regular walk the talk by senior management to enhance safety.

- Monthly OHS Bulletin SPARSH shared with all APSEZL users to engage them about the various activities carried out in enhancing Safety and Occupational Health.

The Company has developed a vision for Zero Waste and accordingly taken various initiatives at Mundra by focusing on 5R principles of waste management i.e. Reduce, Reuse, Reprocess, Recycle and Recover.

- Entire treated sewage is reused for horticulture purpose,

- Municipal Solid Waste is sent for recovery of valuable materials. Remaining material is decomposed through waste destruction machine and thereby reducing the burden on MSW landfills,

- Used Oil / Spent Oil is recycled through oil recovery

- Oil is recovered from pigging activities through compression and thereby reduces the volume of pigging to be treated

- Oily cotton waste is reused as a fuel in co-processing at cement kiln

- Kitchen / Food waste is converted to manure which is used for horticulture requirements,

- Oil Water Separator is installed for recovery of oil

These initiatives are already under consideration at other port locations to achieve the goal of making APSEZL- a zero waste company.

The Company has started process for sustainability reporting as per 6RI-64 guidelines

Auditors & Auditors'' Report:

Pursuant to the provisions of Section 139 of the Companies Act, 2013 read with rules made thereunder, M/s. S R B C 8- CO LLP, Chartered Accountants (Firm Registration No.: 324982E/E300003), were appointed as statutory auditors of the Company to hold office till the conclusion of the Annual General Meeting (AGM) of the Company to be held in the calendar year 2017, subject to ratification of their appointment at every AGM. Accordingly, the appointment of M/s. S R B C & CO LLP, Chartered Accountants as Statutory Auditors of the Company is placed for ratification by the Shareholders. In this regard, the Company has received a certificate from the auditors to the effect that if they are re-appointed, it would be in accordance with the provisions of Section 141 of the Companies Act, 2013

Notes to the financial statements referred in the Auditors Report are self-explanatory and therefore do not call for any comments under Section 134 of the Companies Act, 2013. The Auditors'' Report is enclosed with the financial statements in this Annual Report

Secretarial Audit Report:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the rules made thereunder,your Company had appointed Mr. Ashwin Shah, Practising Company Secretary to undertake the Secretarial Audit of the Company, The Secretarial Audit Report for financial year 2015-16 is annexed which forms part of this report as Annexure-B

There were no qualifications, reservation or adverse remarks in the Secretarial Audit Report of the Company.

Information Technology- an enabler for Growth:

Your Company had embarked on a journey to standardize and optimize the critical business processes as part of the business transformation initiative two years back. The Business Process Transformation as planned is complete and has yielded results beyond expectations. Your Company can boast of standardized business processes across all ports for a consistent customer experience. This again was a stepping stone for enablement of productivity and efficiency to help the organization not just to achieve the business objectives but to surpass the competition and set new standards of service deliveries and customer delight. As part of the phase II of transformation, the company has embarked on the digital journey, a journey which all progressive and mature organizations globally have chosen to improve their efficiency, productivity, predictability and take the business closer to the partner eco-system.

Understanding emerging 8- disruptive technologies like Social, Mobility, Analytics 8- Cloud, coupled with connected devices, Machine to Machine IOT framework and consuming the same on an integrated command control centre with the best of class terminal operating solutions is the journey which has just begun and this, the management is very confident, will take your company to newer heights.

Awards, Certifications and Accreditations:

- "Private Port of the Year 2014-15" at the India Sea Trade Award (Costal Shipping).

- "Non-Major Port of the Year" at the 6th All India Maritime and Logistics Awards 2015 (MALA award).

- Container Terminal Operator of the Year - Maritime and Logistics Awards 2015 (MALA award).

- Sea Port of the Year (For Northern India) - Conquest 2016.

- "Port/Terminal of the Year- Containerized Cargo" at the Gujarat Junction 2016.

- "Port /Terminal Operator of the Year - Health, Safety and Environment" at Gujarat Junction 2016.

- "Sea Port of the Year (For Northern India)" award at North India Multimodal Logistics awards 2016.

- "Best Port of the year Award" at the Gujarat Star Awards 2015.

- "Non-Major Port of the year" at 3rd Samudra Manthan Awards 2015.

- Sea Port of the Year at the Economic Times Logistics Awards 2016,

- ALL - Leading ICD Operator, North India, Conquest 2016

Particulars of Employees:

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

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

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo:

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with rule 8 of The Companies (Accounts) Rules, 2014, as amended from time to time is annexed to this Report as Annexure-D,

Acknowledgement:

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

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





For and on behalf of the Board of Directors

Place: Ahmedabad Gautam S. Adani

Date: May 3, 2016 Chairman & Managing Director

(DIN: 00006273)


Mar 31, 2015

Dear Shareholders,

The Directors are pleased to present the 16th Annual Report along with the audited financial statements of your Company for the financial year ended on March 31,2015.

Financial Performance:

The summarized financial highlight is depicted below:

(Rs in crores) Particulars Consolidated Results 2014-15 2013-14

Revenue from operations 6,151.98 4,829.61

Other Income 685.64 684.77

Total Income 6,837.62 5,514.38

Operating & Administrative Expenses 2,249.67 1,910.39

Operating Profit before Interest, Depreciation and Tax 4,587.95 3,603.98

Interest and Financial Charges 1,175.06 976.76

Depreciation / Amortization Expense 911.68 649.48

Profit Before Tax 2,501.21 1,977.74

Provision for tax (including deferred tax) 176.72 236.74

Net Profit / (Loss) before Minority Interest 2,324.49 1,741.00

Add / (Less) share of Minority Interest (10.16) (1.36)

Net Profit / (Loss) for the year after Minority Interest 2,314.33 1,739.64

Surplus in the statement of profit and loss 4,433.53 3,214.74

Balance available for appropriation 6,747.86 4,954.38

Appropriations:

Dividend on Preference Shares - -

Tax on Dividend on Preference Shares - - (including surcharge)

Proposed Final Dividend on Equity Shares 227.71 213.67

Tax on Final Dividend (including surcharge) 46.36 36.31

Depreciation charged to retained earnings 21.71 - (net of deferred tax)

Transfer to Capital Redemption Reserve 0.14 0.14

Transfer to General Reserve 218.31 201.62

Transfer to Debenture Redemption Reserve 368.68 69.10

Net Surplus in the statement of profit and loss 5,864.95 4,433.53

Particulars Standalone Results 2014-15 2013-14

Revenue from operations 3,909.36 4,350.26

Other Income 738.16 682.03

Total Income 4,647.52 5,032.29

Operating & Administrative Expenses 1,301.94 1,612.47

Operating Profit before Interest, 3,345.58 3,419.82 Depreciation and Tax

Interest and Financial Charges 708.79 753.86

Depreciation / Amortization Expense 488.62 455.71

Profit Before Tax 2,148.17 2,210.25

Provision for tax (including deferred tax) (34.97) 194.08

Net Profit / (Loss) before Minority Interest 2.183.14 2,016.17

Add / (Less) share of Minority Interest - -

Net Profit / (Loss) for the year after 2.183.14 2,016.17 Minority Interest

Surplus in the statement of profit and loss 5,041.00 3,545.67

Balance available for appropriation 7.224.14 5,561.84

Appropriations :

Dividend on Preference Shares - -

Tax on Dividend on Preference Shares - - (including surcharge)

Proposed Final Dividend on Equity Shares 227.71 213.67

Tax on Final Dividend (including surcharge) 46.36 36.31

Depreciation charged to retained earnings 20.97 - (net of deferred tax)

Transfer to Capital Redemption Reserve 0.14 0.14

Transfer to General Reserve 218.31 201.62

Transfer to Debenture Redemption Reserve 368.68 69.10

Net Surplus in the statement of profit and loss 6,341.97 5,041.00

''Figures being nullified on conversion to Rs in crore.

#During the previous year proposed final dividend on equity shares and tax on dividend includes Rs 6.67 crores and Rs 1.13 crores respectively, relating to additional equity share issued under institutional placement program.

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

Performance Highlights:

Your Company has created a milestone in Indian commercial ports history by handling more than 110 MMT of cargo. This achievement is indeed a fulfilling one. This is notwithstanding the general economic climate and slowdown experienced by various industrial sectors. Your Company has witnessed robust growth and impressive performance during the year under review.

Mundra Port continues to rank 1st in terms of total cargo handling and 2nd in terms of container cargo handling during the year under review. The other ports developed and being operated by your Company at Dahej, Hazira, Kandla, Dhamra, Murmugao and Vizag continue to demonstrate strong growth with promising future.

The audited consolidated financial statements of the Company as on March 31, 2015, prepared in accordance with the relevant applicable Accounting Standards and Clause 41 of the Listing Agreement and provisions of the Companies Act, 2013, forms part of this Annual Report.

The key aspects of your Company''s consolidated performance during the financial year 2014-15 are as follows:

- Cargo volume increased by 28% from 112.76 MMT in 2013-14 to 144.25 MMT in 2014-15.

- Total Income increased by 24% from Rs 5514.38 crores in 2013-14 to Rs 6837.62 crores in 2014-15.

- Profit after Tax increased by 33% from Rs 1739.64 crores in 2013-14 to Rs 2314.33 crores in 2014-15.

- Earning per Share (EPS) for the year increased by 32% from Rs 8.45 in 2013-14 to Rs 11.18 in 2014-15.

The detailed operational performance of the Company has been comprehensively discussed in the Management Discussion and Analysis Report which forms part of this Report.

Dividend:

Your Directors have recommended a dividend of 55% (Rs 1.10 per equity share of Rs 2 each) on the equity shares and 0.01% dividend on 0.01% Non-Cumulative Redeemable Preference Shares of Rs 10 each for the financial year 2014-15. The said dividend, if approved by the shareholders, would involve a cash outflow of Rs 274.07 crores including tax thereon.

Transfer to Reserves:

The Company proposes to transfer Rs 0.14 crores, Rs 218.31 crores and Rs 368.68 crores to the Capital Redemption Reserve, General Reserve and Debenture Redemption Reserve respectively out of the amount available for appropriation.

Status of Composite Scheme of Arrangement:

During the year under review, the Board of Directors at its meeting held on January 30, 2015 had approved the Composite Scheme of Arrangement between Adani Enterprises Limited (AEL) and Adani Ports and Special Economic Zone Limited (the Company) and Adani Power Limited (APL) and Adani Transmission Limited (ATL) and Adani Mining Private Limited (AMPL) and their respective shareholders and creditors for demerger of the diversified businesses of its parent company, AEL involving demerger of the Port Undertaking of AEL and the shareholding of AEL in the Company. The rationale for demerger of Port Undertaking from AEL to the Company are as under:

a. To enable independent focus of management in varied businesses.

b. To facilitate vertical integration for the Company by housing similar business under single identified entities thereby facilitating the management to efficiently exploiting any opportunities for each of the businesses.

c. To provide the companies with opportunities for independent collaboration and expansion without committing the existing organization in its entirety.

d. To create enhanced value for shareholders by allowing more concentrated strategy in operations.

e. To facilitate varied class of investors to separately hold investments in each of such identified businesses with different characteristics thereby enabling them to opt for investment which would best suit their investment strategies and risk profiles.

The shareholders of the Company have approved the above Composite Scheme of Arrangement by Postal Ballot and Court Convened Meeting, the result of which was announced on April 20, 2015.

Fixed Deposits:

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

Non-Convertible Debentures:

During the year under review, your Company has issued 25,100 Rated, Listed, Secured Redeemable Non- Convertible Debentures of face value of Rs 10 lacs each aggregating to '' 2,510 crores on a private placement basis listed on the Wholesale Debt Market Segment of BSE Limited.

Further, your Company has redeemed 3,000 Secured Redeemable Non-Convertible Debentures of face value of Rs 10 lacs aggregating to Rs 300 crores issued on private placement basis.

Particulars of loans, guarantees or investments:

The provisions of Section 186 of the Companies Act, 2013, with respect to a loan, guarantee or security is not applicable to the Company as the Company is engaged in providing infrastructural facilities and is exempted under Section 186 of the Companies Act, 2013. The details of investment made during the year under review are disclosed in the financial statements.

Subsidiaries, Joint Ventures and Associate Companies:

Your Company had 17 (direct and indirect) subsidiaries as on March 31,2015.

During the year under review, the following changes have taken place in Subsidiary/ Joint Venture Companies:

- Your Company has acquired 100% stake in The Dhamra Port Company Limited from L&T Infrastructure Development Projects Limited and Tata Steel Limited.

- Mundra Solar Technopark Private Limited was incorporated as Wholly Owned Subsidiary for development, construction, implementation, commissioning, operation and maintenance of infrastructure projects in electronics sector.

- Adani CMA Mundra Terminal Private Limited was incorporated as 50:50 Joint Venture Company with CMA Terminals, France for development of container terminal.

- Your Company has divested its entire shareholding in Adani Shipyard Private Limited (ASPL) and accordingly, ASPL ceased to be subsidiary.

No Company has became/ceased to be an associate during the financial year 2014-15.

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

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

Directors and Key Managerial Personnel:

Ms. Radhika Haribhakti (DIN : 02409519) was appointed as an Additional Director of the Company w.e.f March 30, 2015 to hold office upto the ensuing Annual General Meeting. The Company has received notice from a member proposing her appointment as Director of the Company. The Board welcomes her and looks forward to her valued contribution to your Company.

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

Pursuant to the provisions of Section 149 of the Act, which came into effect from April 1,2014, Mr. D. T. Joesph, Mr. Arun Duggal, Mr. G. K. Pillai, Mr. Sanjay Lalbhai and Prof. G. Raghuram were appointed as independent directors at the Annual General Meeting of the Company held on August 9, 2014. The terms and conditions of appointment of independent directors are as per Schedule IV of the Companies Act, 2013. Your Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as provided in Section 149(6) of the Companies Act, 2013 and clause 49 of Listing Agreement and there has been no change in the circumstances which may affect their status as independent director during the year.

Pursuant to the requirements of the Companies Act, 2013 and Articles of Association of the Company, Mr. A. K. Rakesh, IAS (DIN: 00063819) is liable to retire by rotation and being eligible offer himself for re-appointment. The Board recommends the appointment of Mr. A. K. Rakesh, IAS as Director of the Company retiring by rotation.

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

The appointments of the Key Managerial Personnel have been made before the commencement of the financial year under review and the same have been formalised during the year as per the Companies Act, 2013.

Directors'' Responsibility Statement:

Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, state the following:

a. that in the preparation of the annual financial statements, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b. that such accounting policies have been selected and applied consistently and judgement and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at Mach 31,2015 and of the profit of the Company for the year ended on that date;

c. that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

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

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

Number of Board Meetings:

The Board of Directors met 6 (six) times during the year under review. The details of board meetings and the attendance of the Directors are provided in the Corporate Governance Report which forms part of this Report.

Independent Directors'' Meeting:

The Independent Directors met on March 18, 2015, without the attendance of Non-Independent Directors and members of the Management. The Independent Directors reviewed the performance of non-independent directors and the Board as a whole; the performance of the Chairperson of the Company, taking into account the views of Executive Directors and Non-Executive Directors and assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

Board Evaluation:

The Board adopted a formal mechanism for evaluating its performance and as well as that of its Committees and individual Directors, including the Chairman of the Board. The exercise was carried out through a structured evaluation process covering various aspects of the Boards functioning such as composition of the Board & committees, experience & competencies, performance of specific duties & obligations, contribution at the meetings and otherwise, independent judgment, governance issues etc.

Policy on directors'' appointment and remuneration:

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

Internal Financial control system and their adequacy:

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

Risk Management:

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

Committees of Board:

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

Corporate Social Responsibility:

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

Corporate Governance and Management Discussion and Analysis Report:

A separate report on Corporate Governance compliance and a Management Discussion and Analysis Report as stipulated by Clause 49 of the Listing Agreement forms part of this Annual Report along with the required Certificate from a Practising Company Secretary regarding compliance of the conditions of Corporate Governance as stipulated by Clause 49 of the Listing Agreement.

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

Business Responsibility Report:

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

Prevention of Sexual Harassment at Workplace:

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

Extract of Annual Return:

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

Related Party Transactions:

All the related party transactions entered into during the financial year were on an arm''s length basis and were in the ordinary course of business. Your Company had not entered into any transactions with related parties which could be considered material in terms of Section 188 of the Companies Act, 2013. Accordingly, the disclosure of related party transactions as required under Section 134(3) (h) of the Companies Act, 2013 in Form AOC 2 is not applicable.

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

Significant and material orders passed by the regulators or courts or tribunals impacting the going concern status of the Company:

There are no significant and material orders passed by the Regulators or Courts or Tribunals which would impact the going concern status and the Company''s future operations.

Insurance:

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

Quality, Health, Safety and Environment:

At Adani Ports and Special Economic Zone Limited (APSEZL), Quality, Health, Safety and Environmental (QHSE) responsibilities are integral to operations. Your Company has acquired International Standards ISO 9001:2008, ISO 14001:2004, OHSAS 18001:2007, ISO 28000:2007 certifications specifying the requirements for an Integrated Management System (IMS) as part of its objective to improve quality, health, safety and environment in the work place.

Further, your Company believes in Goal Zero, which is a strong, simple and memorable aim that has helped to achieve significantly enhanced safety performance. Besides, the Company has taken following major initiatives to advance the QHSE commitment:

- Celebrated 44th National Safety Day (March 4, 2015) with programs spread over a week

- Developed HSE training centre for training to drivers, workers, visitors, etc. entering the port area

- Technology enabled Access Control System

- Sessions on behavior based safety

- Visual and Signage Management at port area

- Preparation of animation films for using the same during training programs

- Two Step ''Bulwark Ladder'' provided in all tugs

- Self Oscillating Ground Monitors for Fire Services - Unique monitor that oscillates on its own and covers area of 30 to 35 mtrs without human intervention

- Waste Destruction System - Destruction / decomposition of municipal solid waste; Runs without Fuel or Electricity

- Waste Diversion - Collection & segregation of municipal solid & e-waste

- "Swachchh Bharat" - Distributed waste bins to fisher folk community during the program

- Road Safety week in January, 2015

- Increased number of instruments to monitor ambient air quality

- Installation and commissioning of organic waste converter

- Installed a pig waste storage & squeezing facility - recover the oil and recycle the waste by disposing off to CHWIF site

Auditors & Auditors'' Report:

M/s. S R B C & CO LLP, Chartered Accountants (Firm Registration No.: 324982E), the Statutory Auditors of the Company, will retire at the conclusion of the ensuing Annual General Meeting (AGM) and are eligible for re-appointment. Your Company has received letter from M/s. S R B C & CO LLP, Chartered Accountants, to the effect that their appointment, if made, would be within the prescribed limits under Section 141 of the Companies Act, 2013 read with rules made thereunder and that they are not disqualified for such appointment.

Your Directors recommend the re-appointment of M/s. S R B C & CO LLP, Chartered Accountants, as Statutory Auditors of the Company to hold office from the conclusion of this AGM till the conclusion of 18th AGM of the Company to be held in the calendar year 2017.

Notes to the financial statements referred in the Auditors Report are self-explanatory and therefore do not call for any comments under Section 134 of the Companies Act, 2013.

Secretarial Audit Report:

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

Information Technology- an enabler for Growth:

Your Company continues to pioneer usage of innovative and modern IT solutions to drive the operations in an efficient and effective manner. Your Company deploys best in class applications and systems which streamline business processes to improve performance and reduce costs. These systems provide seamless integration across modules and functions resulting into strong MIS platform and informed decision-making by the Management. Currently, Customer Service is primary focus area of your Company and accordingly IT has embarked upon some strategic initiatives which will provide more interactive, efficient and effective Customer Services.

Awards, Certifications and Accreditations:

During the year under review, your Company had won the following awards:

- ET Awards 2014 - Emerging Company of the year

- 5th EPC World Awards 2014 in Infrastructure Category - Outstanding Contribution in Port Project

- Gateway Awards 2014 - Private Port of the Year

- Gujarat Star Awards - 3rd edition - Best Port of the Year

- Gujarat Junction 2015 - Port / Terminal of the Year - Containerized Cargo

- Gujarat Star Awards - 3rd edition - Container Handling Port of the Year

- All our participating teams won awards at the State Level as well as National Level convention on Quality Concept. State Level Convention, known as VCCQC 2014 was organized during September, 2014. At VCCQC 2014, 14 teams had participated from Mundra Port and won 14 awards. National Level Convention, known as NCQC 2014 was organized during December, 2014. At NCQC 2014, 6 teams had

participated from Mundra Port and won 3 Par Excellence and 3 Excellence awards

- Port of the year for Excellence in Coastal Shipping - India Seatrade Awards 2014

- HSE Terminal of the Year - Gujarat Junction 2014

Particulars of Employees:

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

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

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo:

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with rule 8 of The Companies (Accounts) Rules, 2014, as amended from time to time is annexed to this Report as Annexure-D.

Acknowledgement:

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

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

For and on behalf of the Board of Directors

Place : Ahmedabad Gautam S. Adani Date : May 1,2015 Chairman and Managing Director (DIN: 00006273)


Mar 31, 2014

Dear Shareholders,

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

Financial Results:

The summarized financial highlight is depicted below:

(Rs. in Crore)

Particulars For the year For the year ended ended March 31, 2014 March 31, 2013

Income from operations 4,345.78 3,361.05

Other Income 679.75 203.24

Total Income 5,025.53 3,564.29

Operating & Administrative Expenses 1,605.71 890.82

Operating Profit before Interest, Depreciation and Tax 3,419.82 2,673.47

Interest and Financial Charges 753.86 441.90

Depreciation / Amortization 455.71 342.38

Profit Before Tax and Prior Period Adjustment 2,210.25 1,889.19

Provision for tax (including deferred tax) 194.08 135.01

Profit after tax 2,016.17 1,754.18

Surplus brought forward from previous year 3,545.67 2,270.54

Balance available for appropriation 5,561.84 4,024.72

Appropriations:

Dividend on Preference Shares * *

Tax on Dividend on Preference Shares (including surcharge) * *

Proposed Final Dividend on Equity Shares 213.67 200.34

Tax on Final Dividend (including surcharge) 36.31 34.05

Transfer to Capital Redemption Reserve 0.14 0.14

Transfer to General Reserve 201.62 175.42

Transfer to Debenture Redemption Reserve 69.10 69.10

Balance carried to Balance Sheet 5,041.00 3,545.67

* Figures being nullified on conversion to Rs. in Crore

Operational Highlights:

Your company has created a milestone in Indian commercial ports history by handling more than 100 mtpa of cargo. This achievement is indeed a fulfilling one. This is notwithstanding the general economic climate and slowdown experienced by various industrial sectors. The year under review has witnessed robust growth and impressive performance of your company.

Mundra Port continues to rank 1st in terms of cargo handling and 2nd in terms of container cargo during the year under review. Dahej and Hazira, other operational ports developed by your company continue to demonstrate strong growth with promising future.

The key aspects of your Company''s performance during the financial year 2013-14 are as follows:

Total revenue increased by 41% from Rs. 3,564 crore in FY 2012-13 to Rs. 5,026 crore in FY 2013-14.

The earnings before interest, depereciation and tax for the FY 2013-14 stood at Rs. 3,420 crore as compared to Rs. 2,673 crore in FY 2012-13 registering growth of 28%.

Net Profit for the FY 2013-14 stood at Rs. 2,016 crore as compared to Rs. 1,754 crore in FY 2012-13 registering growth of 15%.

Cargo volume increased by 23% from 82.13 million tonnes in FY 2012-13 to 101. 12 million tonnes in FY 2013-14.

The detailed Operational Performance of the Company has been comprehensively discussed in the Management Discussion and Analysis Report which forms part of Directors'' Report.

Consolidated financial Statements:

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

Dividend:

Your Directors have recommend a dividend of 50% (Rs. 1 per equity share of Rs. 2 each) on the equity shares and 0.01% dividend on 0.01% Non Cumulative Redeemable Preference Shares of Rs. 10 each for the financial year 2013-14. The said dividend, if approved by the shareholders, would involve a cash outflow of Rs. 249.98 crore including tax thereon.

Fixed Deposits:

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

Raising of funds pursuant to Institutional Placement Programme:

In order to comply with the regulatory requirement of limiting promoter holding to 75% your company has successfully raised Rs. 999.86 crore by issuing equity shares to qualified investors through institutional placement program (IPP). Your Company has issued 66,657,520 equity shares of face value of Rs. 2 each, at a premium of Rs. 148 per share. The IPP received overwhelming response from global and domestic institutional investors. The issue size amounting to 2.5% of the post-issue revised paid-up share capital saw active participation from a mix of global and domestic institutional investors. The IPP was subscribed 2.26 times of the issue size and had received applications worth Rs. 2,260 crore. Upon issue and allotment of equity shares under the IPP, the shareholding of the promoter, Adani Enterprises Limited in Company has been reduced from 77.50% to 75% in line with the conditions prescribed by SEBI.

Subsidiary Companies:

As on March 31, 2014 your Company had sixteen (direct and indirect) subsidiaries:

1. Adani Ennore Container Terminal Pvt. Ltd.

2. Adani Hazira Port Pvt. Ltd.

3. Adani Hospitals Mundra Pvt. Ltd.

4. Adani Kandla Bulk Terminal Pvt. Ltd.

5. Adani Logistics Ltd.

6. Adani Murmugao Port Terminal Pvt. Ltd.

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

8. Adani Shipyard Pvt. Ltd.

9. Adani Vizag Coal Terminal Pvt. Ltd.

10. Adani Warehousing Services Pvt. Ltd.

11. Hazira Infrastructure Pvt. Ltd.

12. Hazira Road Infrastructure Pvt. Ltd.

13. Karnavati Aviation Pvt. Ltd.

14. MPSEZ Utilities Pvt. Ltd.

15. Mundra International Airport Pvt. Ltd.

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

During the year under review, two subsidiaries namely Adani Hospitals Mundra Pvt. Ltd. and Adani Ennore Container Terminal Pvt. Ltd., were incorporated as wholly owned subsidiaries.

The statement pursuant to section 212(1)(e) of the Companies Act, 1956, containing details of subsidiaries of the Company forms part of the Annual Report.

Pursuant to the General Exemption under Section 212(8) of the Companies Act, 1956 granted by Ministry of Corporate Affairs vide its circular no. 02/2011 dated February 8, 2011 and in compliance with the conditions enlisted therein, the Audited Statement of Accounts and the Auditor''s Reports thereon for the financial year ended March 31, 2014 along with the Reports of the Board of Directors of the Company''s subsidiaries have not been annexed. However, as directed by the Ministry of Corporate Affairs, some key information has been disclosed in a brief abstract forming part of this Annual Report.

Accordingly, the Annual Report of the Company contains the consolidated audited financial statements prepared pursuant to clause 41 of the listing agreement as prescribed by SEBI and prepared in accordance with the accounting standards prescribed by the Institute of Chartered Accountants of India (ICAI).

The annual accounts and related detailed information of the subsidiary companies shall be made available to the shareholders of the holding and subsidiary companies seeking such information on all working days during business hours. The annual accounts of the subsidiary companies shall also be kept for inspection by any shareholder/s during working hours at the Company''s registered office and that of the respective subsidiary companies concerned. Details of developments of subsidiaries of the Company are covered in Management''s Discussion and Analysis Report forming part of the Annual Report.

Directors:

Mr. A. K. Rakesh, IAS, Vice Chairman & CEO, Gujarat Maritime Board was appointed as an Additional Director of the Company w.e.f October 25, 2013 to hold office upto the ensuing Annual General Meeting.

Mr. Sudipta Bhattacharya was appointed as an Additional Director and Whole Time Director of the Company w.e.f May 15, 2014 to hold office upto the ensuing Annual General Meeting.

The Company has received a notice in writing from members signifying the intention to propose Mr. A. K. Rakesh, IAS and Mr. Sudipta Bhattacharya to be appointed as Directors retiring by rotation. Board welcomes them and looks forward to their valued contribution in meeting the long term objectives of your Company.

The Board of Directors has reappointed Dr. Malay Mahadevia as Whole Time Director for a tenure of 5 years w.e.f May 15, 2014 subject to approval of shareholders.

Mr. Rajeeva Sinha, Whole Time Director of the Company has resigned w.e.f. May 16, 2014. The Board places on record its deep appreciation of the valuable services and guidance provided by Mr. Rajeeva Sinha during his tenure.

The Company had, pursuant to the provisions of clause 49 of the Listing Agreements entered into with Stock Exchanges, appointed Mr. D. T. Joseph, Mr. Arun Duggal, Mr. G. K. Pillai, Mr. Sanjay Lalbhai and Prof. G. Raghuram as Independent Directors of the Company. As per Section 149(4) of the Companies Act, 2013, which came into effect from April 1, 2014, every listed public company is required to have at least one-third of the total number of directors as Independent Directors.

In accordance with the provisions of Section 149 of the Companies Act, 2013, these Directors are being appointed as Independent Directors to hold office as per their tenure of appointment mentioned in the Notice of the forthcoming Annual General Meeting of the Company.

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

Pursuant to the requirements of the Companies Act, 2013 and Articles of Association of the Company, Mr. Rajesh S. Adani is liable to retire by rotation and being eligible offer himself for re-appointment. Board recommends the appointment of the Director of the Company.

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

Directors'' Responsibility Statement:

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

The applicable accounting standards have been followed and there are no material departures from the same;

Accounting Policies selected have been applied consistently and estimates made are reasonable and prudent, so as to give a true and fair view of the state of affairs of your Company as at March 31, 2014 and of the profit of your Company for the year ended on that date;

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

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

Insurance:

The Company continues to carry adequate insurance for all assets against foreseeable perils.

Formation of various committees:

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

Corporate Social Responsibility:

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

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

Corporate Governance and Management Discussion and Analysis Report:

A separate report on Corporate Governance compliance and a Management Discussion and Analysis Report as stipulated by the Clause 49 of the Listing Agreement forms part of the Annual Report along with the required Certificate from a Practicing Company Secretary regarding compliance of the conditions of Corporate Governance as stipulated by Clause 49 of the Listing Agreement.

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

Business Responsibility Report:

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

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

Quality, Health, Safety and Environment:

At Adani Ports and Special Economic Zone Limited (APSEZL), Quality, Health, Safety and Environmental (QHSE) responsibilities are integral to operations. Your Company has acquired International Standards ISO 9001:2008, ISO 14001:2004, OHSAS 18001:2007, ISO 28000:2007 certifications specifying the requirements for an Integrated Management System (IMS) as part of its objective to improve quality, health, safety and environment in the work place.

Further, the Company believes in Goal Zero, which is a strong, simple and memorable aim that has helped to achieve significantly enhanced safety performance. Besides, the company has taken following major initiatives to advance the QHSE commitment:

- World Environment Day celebrated on June 5, 2013.

- International Day of Forest 2014 celebrated on March 21, 2014.

- Mock-drills conducted for disaster management to increase safety standards, commissioning of Nitrogen Plant at Liquid Terminal.

Auditors & Auditors'' Report:

M/s. S. R. Batliboi & Associates LLP, Chartered Accountants (Firm Registration No: 101049W), Statutory Auditors of the Company, holds office until the conclusion of the ensuing Annual General Meeting have expressed their unwillingness for re-appointment as Statutory Auditors at the ensuing Annual General Meeting.

Your directors recommend the appointment of M/s. S R B C & CO LLP, Chartered Accountants (Firm Registration No.: 324982E) as Statutory Auditors of the Company, subject to approval of the members at the ensuing Annual General Meeting. The Company has received letter from M/s. S R B C & CO LLP, Chartered Accountants, to the effect that their appointment, if made, would be within the prescribed limits under section 141 of the Companies Act, 2013 and that they are not disqualified for such appointment.

The necessary resolution seeking your approval for appointment of Statutory Auditor has been incorporated in the Notice convening the Annual General Meeting.

Notes to the financial statements, as referred in the Auditors Report, are self-explanatory and therefore do not call for any further comments and explanations under section 217(3) of the Companies Act, 1956.

Information Technology: an enabler for Growth:

Your company continues to pioneer usage of innovative and modern IT solutions to drive the operations in an efficient and effective manner. The company deploys best in class applications and systems which streamline business processes, improve performance and reduce costs. These systems provide seamless integration across modules and functions resulting into strong MIS platform and informed decision-making by the Management.

Awards, Certifications and Accreditations:

During the year under review, your Company had won the following awards:

- Health, Safety and Environment Award at Gujarat Junction 2014.

- Non Major Port of the Year at Maritime and Logistics Awards 2013 (MALA 2013).

- IT Excellence CIO Award for implementation of ACTOS (Terminal Operating System) at CT2 Live Terminal within 22 days without disturbing the operation.

- Won a total of 27 awards at the 24th State Level Annual Convention on Quality Circle held in Vadodara (Vadodara Chapter Convention on Quality Circle 2013).

- Successfully completed external surveillance audit#1 (by IRQS) for ISO 28000:2007 in April, 2013.

- Successfully completed external surveillance audit#2 (by IRQS) for ISO 9001, ISO 14001 & OHSAS 18001 in October, 2013.

Particulars of Employees:

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

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

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo:

The particulars, as prescribed under clause (e) of sub-section (1) of Section 217 of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 as amended from time to time are appended in the Annexure to the Directors'' Report.

Acknowledgment:

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

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

For and on behalf of the Board of Directors

Place : Ahmedabad Gautam S. Adani

Date : May 15, 2014 Chairman & Managing Director


Mar 31, 2013

Dear Shareholders,

The Directors are pleased to present the Fourteenth Annual Report alongwith the audited accounts for the financial year ended on March 31, 2013.

Financial Results:

The summarized financial highlight is depicted below:

(Rs. in Crores)

Particulars For the year For the year ended ended March 31, 2013 March 31, 2012

Income from operations 3,361.05 2,481.90

Other Income 203.24 40.25

Total Income 3,564.29 2,522.15

Operating & Administrative Expenses 890.82 770.31

Operating Profit before Interest, Depreciation and Tax 2,673.47 1,751.84

Interest and Financial Charges 441.90 208.75

Depreciation / Amortization 342.38 273.50

Profit Before Tax and Prior Period Adjustment 1,889.19 1,269.59

Provision for tax (including deferred tax) 135.01 92.33

Profit after tax 1,754.18 1,177.26

Surplus brought forward from previous year 2,270.54 1,490.98

Balance available for appropriation 4,024.72 2,668.24

Appropriations:

Dividend on Preference Shares * *

Tax on Dividend on Preference Shares (including surcharge) * *

Interim Dividend on Equity Shares - 60.10

Tax on Interim Dividend (including surcharge) - 9.75

Proposed Final Dividend on Equity Shares 200.34 140.24

Tax on Final Dividend (including surcharge) 34.05 22.75

Transfer to Capital Redemption Reserve 0.14 0.14

Transfer to General Reserve 175.42 117.73

Transfer to Debenture Redemption Reserve 69.10 46.99

Balance carried to Balance Sheet 3,545.67 2,270.54

* Figures being nullified on conversion to Rs. in Crores Operational Highlights:

Notwithstanding the general economic climate and slowdown experienced by various industrial sectors, your company continued to maintain its growth momentum.

The year under review has witnessed robust growth and impressive performance of your company. Your Company has successfully steered a steady course and consolidated its position as India''s largest Non Major Port. As compared to major as well as non major commercial ports in India, Mundra Port ranks 2nd in terms of handling of total cargo and container cargo during the year under review.

The key aspects of your Company''s performance during the financial year 2012-13 are as follows:

The detailed Operational Performance of the Company has been comprehensively discussed in the Management Discussion and Analysis Report which forms part of Directors'' Report.

Dividend:

Your Directors are pleased to recommend final Dividend of 50% (Rs. 1 per equity share of Rs. 2 each) on the equity shares issued by the company as on book closure date and Dividend on 0.01% Non Cumulative Redeemable Preference Shares of Rs. 10 each for the financial year 2012-13.

Disinvestment of significant stake in Abbot Point Coal Terminal in Queensland, Australia

To focus on the high growth Indian Ports & Logistics Sector, maintain its leadership position in India and for the benefit of stakeholders your company has divested the beneficial ownership in entities controlling the Abbot Point Coal Terminal in Queensland, Australia at a valuation determined by an independent valuer. The legal transfer of the shares would happen in the current year.

Non-Convertible Debentures (NCDs) :

In its effort towards continuous cost reduction and financial re-engineering, during the year under review, 6,750 Secured Redeemable Non Convertible Debentures (NCDs) of face value of Rs. 10 Lacs aggregating to Rs. 675 Crores issued on private placement basis to Banks/Financial Institutions were redeemed.

Further your company has issued 20,640 Secured Redeemable Non Convertible Debentures (NCDs) of face value of Rs. 10 Lacs each at par aggregating to Rs. 2,064 Crores issued on Private Placement basis listed on the Wholesale Debt Market Segment of BSE Limited.

Subsidiaries:

As on March 31, 2013, your Company had thirteen subsidiaries under its belt:

1. Adani Hazira Port Pvt. Ltd.

2. Adani Kandla Bulk Terminal Pvt. Ltd.

3. Adani Logistics Ltd.

4. Adani Murmugao Port Terminal Pvt. Ltd.

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

6. Adani Vizag Coal Terminal Pvt. Ltd.

7. Adani Warehousing Services Pvt. Ltd.

8. Hazira Infrastructure Pvt. Ltd.

9. Hazira Road Infrastructure Pvt. Ltd.

10. Karnavati Aviation Pvt. Ltd.

11. MPSEZ Utilities Pvt. Ltd.

12. Mundra International Airport Pvt. Ltd.

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

During the year under review Rajasthan SEZ Pvt. Ltd. wholly owned subsidiary of the Company ceased to be subsidiary on striking off the name under Ministry of Corporate Affairs.

The statement pursuant to section 212(1)(e) of the Companies Act, 1956, containing details of subsidiaries of the Company forms part of the Annual Report.

In terms of General Circular issued by Ministry of Corporate Affairs, Government of India, the Balance Sheet, Profit and Loss Account and other documents of the subsidiary companies are not being attached with Balance Sheet of the Company.

However, as directed by the Ministry of Corporate Affairs, some key information has been disclosed in a brief abstract forming part of this Annual Report. Accordingly, the Annual Report of the Company contains the consolidated audited financial statements prepared pursuant to clause 41 of the listing agreement as prescribed by SEBI and prepared in accordance with the accounting standards prescribed by the Institute of Chartered Accountants of India (ICAI).

The annual accounts of the subsidiary companies and related detailed information shall be made available to the shareholders of the holding and subsidiary companies seeking such information on all working days during business hours. The annual accounts of the subsidiary companies shall also be kept for inspection by any shareholder/s during working hours at the Company''s registered office and that of the respective subsidiary companies concerned. Details of developments of subsidiaries of the Company are covered in Management''s Discussion and Analysis Report forming part of the Annual Report.

Fixed Deposits:

During the year under review, your Company has not accepted any deposits from public under Section 58A of Companies Act, 1956.

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo:

The particulars, as prescribed under clause (e) of sub-section (1) of Section 217 of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 as amended from time to time are appended in the Annexure to the Directors'' Report.

Quality, Health, Safety and Environment:

At Adani Ports and Special Economic Zone Limited (APSEZL), Quality, Health, Safety and Environmental (QHSE) responsibilities are integral to operations. Your Company has acquired International Standards ISO 9001:2008, ISO 14001:2004, OHSAS 18001:2007, ISO 28000:2007 certifications specifying the requirements for an Integrated Management System (IMS) as part of its objective to improve quality, health, safety and environment in the work place.

Further, the company believes in Goal Zero, which is a strong, simple and memorable aim that has helped to achieve significantly enhanced safety performance. Besides, the company has taken following major initiatives to advance the QHSE commitment:

- Development and implementation of SAP - EHS module

- Successful launching and implementation of Near-miss Reporting & Recognition Scheme

- Launching and implementation of Safety Man of the Month Scheme

- Implementation of Behavior Based Safety for workforce

- Installation of Public Announcement system for safety and operational announcements Corporate Governance and Management Discussion and Analysis Report:

Committed to good Corporate Governance practices, your Company fully confirm to the standards set out by the Securities and Exchange Board of India and other regulatory authorities and has implemented and complied with all the major stipulations. The Report on Corporate Governance along with the Compliance Certificate from the Practicing Company Secretary in line with Clause 49 of the Listing Agreement validating our claim and the Report on Management Discussion and Analysis are annexed and forms part of this Annual Report.

Your Company in compliance with the requirements of the Listing Agreement has also formulated and implemented a Code of Conduct for all Board members and senior management personnel of the Company, who have affirmed their compliance thereto.

Corporate Social Responsibility:

Corporate Social Responsibility has been at the heart of any Business Development by Adani Group. Adani Foundation is the Corporate Social Responsibility arm for Adani conglomerate. Foundation plays a pivotal role in building lives through community participation and developmental programs in social sectors. All our efforts are directed in developing and implementing programs for the marginalized communities. Our special focus is in the field of Education, Community Health, Sustainable Livelihood Development and Rural Infrastructure Development as follows:

a) Education: Foundation works towards improving the quality of education in the Government Schools by upgrading the primary infrastructure facilities, adding value to the teaching process, skill building training to the teachers. The other strategy is to start and run our own schools such as Adani Vidya Mandir, Ahmedabad & Bhadreshwar.

b) Community Health: The Foundation runs Mobile Health Care Units and rural clinics working successfully at Mundra. Under Community Health Foundation has initiated two innovative projects at Mundra namely Kidney stone - awareness, detection and intervention project and health card to senior citizens.

c) Sustainable Livelihood Development: The Foundation through participatory, community based approaches, ensuring optimum management of the existing resource and broadening the scope of economic opportunities.

d) Rural Infrastructure development: The Foundation endeavours to bridge the gaps and make the activities more need specific and responsive to the grassroots level requirements, which are sustainable and replicable.

Directors:

During the year under review, Mr. G. K. Pillai, IAS (Retd.) and Mr. Sanjay Lalbhai were appointed as Additional Directors of the Company to hold office upto the date of ensuing Annual General Meeting in terms of section 260 of the Companies Act, 1956. The Company has received a notice in writing from member of the company under section 257 of the Act signifying the intention to propose Mr. G. K. Pillai, IAS (Retd.) and Mr. Sanjay Lalbhai to be appointed as Directors retiring by rotation.

Mr. Pankaj Kumar, IAS representing Gujarat Maritime Board ceased to be Director w.e.f April 30, 2013.

Board welcomes incoming Directors and places on record the deep appreciation for valuable services provided by outgoing Director.

As per Section 256 of the Companies Act, 1956 and Article 152 of the Articles of Association of the Company, Mr. Rajeeva Sinha and Mr. D. T. Joseph, Directors of the Company are liable to retire by rotation and being eligible offer themselves for re-appointment. Board recommends reappointment of the Directors of the Company.

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

Directors Responsibility Statement:

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

- The applicable accounting standards have been followed and there are no material departures from the same;

- Accounting Policies selected have been applied consistently and estimates made are reasonable and prudent, so as to give a true and fair view of the state of affairs of your Company as at March 31, 2013 and of the profit of your Company for the year ended on that date;

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

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

Insurance:

The Company continues to carry adequate insurance for all assets against foreseeable perils.

Particulars of Employees:

In terms of the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended, a statement showing the names and other particulars of the employees forms part of this report as Annexure. However, as permitted by Section 219(1) (b) (iv) of the Companies Act, 1956, the Annual Report excluding the aforesaid information is being sent to all the members of the Company and others entitled thereto and any member interested in obtaining such particulars may write to Company Secretary at the Registered Office of the Company.

Business Responsibility Report:

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

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

Auditors:

M/s. S. R. Batliboi & Associates LLP, Chartered Accountants, Statutory Auditors of the Company, holds office until the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. The Company has received letter from Statutory Auditors to the effect that re-appointment, if made, would be within the prescribed limits under Section 224(1B) of the Companies Act, 1956 and are not disqualified for re- appointment within the meaning of Section 226 of the said Act.

Auditors'' Report:

Notes to the financial statements, as referred in the Auditors Report, are self-explanatory and therefore do not call for any further comments and explanations under section 217(3) of the Companies Act, 1956.

Information Technology: an enabler for Growth:

Your company continues to pioneer usage of innovative and modern IT solutions to drive the operations in an efficient and effective manner. The company deploys best in class applications and systems which streamline business processes, improve performance and reduce costs. These systems provide seamless integration across modules and functions resulting into strong MIS platform and informed decision-making by the Management.

Awards, Certifications and Accreditations:

During the year under review, your Company had won the following awards:

- The ''Port of the Year - Containerized'' Award at the prestigious Gujarat Junction Awards event held in November, 2012 at Ahmedabad.

- Successfully completed reaccreditation audit for ISO 9001, ISO 140001 & OHSAS 18001.

- Successful completion of ISO 28000:2007 Stage I & II audit leading to Certification.

Acknowledgment:

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

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

For and on behalf of the Board of Directors

Place : Ahmedabad Gautam S. Adani

Date : May 15, 2013 Chairman & Managing Director


Mar 31, 2012

The Directors are pleased to present the Thirteenth Annual Report of your Company together with the Audited Accounts for the financial year ended March 31, 2012.

Financial Results:

Your Company's standalone operating performance for the financial year ended March 31, 2012 as compared to the previous financial year ended March 31, 2011 is summarized herein below:

(Rs in Lacs)

Particulars For the year For the year ended ended

March 31, 2012 March 31, 2011

Income from operations 2,48,190.28 1,88,507.22

Other Income 4,269.93 12,022.86

Total Income 2,52,460.21 2,00,530.08

Operating & Administrative Expenses 77,000.13 57,507.95

Operating Profit before Interest, Depreciation and Tax 1,75,460.08 1,43,022.13

Interest and Financial Charges 21,151.71 14,547.89

Depreciation / Amortization 27,350.28 20,786.25

Profit Before Tax and Prior Period Adjustment 1,26,958.09 1,07,687.99

Provision for tax (including deferred tax) 9,232.14 9,071.99

Profit after tax 1,17,725.95 98,616.00

Surplus brought forward from previous year 1,49,097.73 89,415.11

Balance available for appropriation 2,66,823.68 1,88,031.11 Appropriations:

Interim Dividend on Equity Shares (Previous year's amount includes 6,010.21 18,031.95 Interim Dividend Rs8,013.58 lacs declared on April 28, 2011) Tax on Interim Dividend (including surcharge) 975.02 -

Dividend on Preference Shares 0.03 0.03

Tax on Dividend on Preference Shares (including surcharge) *- -

Proposed Final Dividend on Equity Shares 14,023.76 1.52 (previous year amount represents rounding off effect of

earlier year)

Tax on Final Dividend (including surcharge) 2,275.00 -

Transfer to Capital Redemption Reserve 14.06 14.06

Transfer to General Reserve 11,772.60 9,861.60

Transfer to Debenture Redemption Reserve 4,699.20 11,024.22

Balance carried to Balance Sheet 2,27,053.80 1,49,097.73

* Figures being nullified on conversion to Rsin lacs.

Operational Highlights:

Your Company has maintained its excellent pace of growth reflected by the significant rise in Turnover, Net Profit, EBIDTA and Cargo volume. It has shown consistent growth in market position making it today the 4th largest commercial port in India.

Net Profit for the FY 2011-12 stood at Rs 1,17,725.95 Lacs as compared to Rs 98,616.00 Lacs in FY 2010-11 registering growth of 19.38%

Turnover increased by 25.90% from Rs 200,530.08 Lacs in 2010-11 to Rs 2,52,460.21 Lacs in 2011-12

Cargo Volume increased by 23.86% from 51.68 million tonnes in FY 2010-11 to 64.01 million tonnes in FY 2011-12.

The EBIDTA for the FY 2011-12 stood at Rs 1,80,000.00 Lacs as compared to Rs 1,43,022.13 Lacs in FY 2010-11 registering growth of 25.85%

The detailed Operational Performance of the Company has been comprehensively discussed in the Management Discussion and Analysis Report which forms part of Directors' Report.

Dividend:

Having due regard to the profit of the year and on careful review of the Company's ways and means position, the Directors had declared and paid interim dividend of Rs 0.30 (15%) per share during the year under review. The Board of Directors are pleased to recommend a final dividend of Rs 0.70 per share (35%) making aggregate dividend of Rs 1 per share (50%) on 2,00,33,94,100 equity shares of Rs 2 each and Dividend on

0.01% Non Cumulative Redeemable Preference Shares of Rs 10 each for the financial year 2011-12. The total outgo on account of dividend would be Rs 20,033.97 Lacs.

Re-financing:

Your company has successfully refinanced the one year bridge facility for acquiring Abbot Point Coal Terminal, Queensland, Australia. The bridge loan has been replaced with a non recourse asset based funding of AUD 1,250 million with a tenor of five years and USD 800 million recourse loan having a tenor of seven years. With this the company has successfully completed the long term financial tie up of the Australian asset.

Redemption of Debentures:

During the year under review, 4,250 Secured Redeemable Non Convertible Debentures (NCDs) of face value of Rs 10 Lacs each aggregating to Rs 42,500 Lacs issued on Private Placement basis to Financial Institutions were redeemed.

Change of Name:

Your Directors have pleasure to inform that in pursuance of the resolution passed at the Extraordinary General Meeting of the Company held on December 31, 2011, the Registrar of Companies, Gujarat has issued fresh Certificate of Incorporation on change of name and accordingly w.e.f January 6, 2012 the name of your Company stands changed from 'Mundra Port and Special Economic Zone Limited' to 'Adani Ports and Special Economic Zone Limited' (APSEZL).

This change has been necessitated due to change in the profile of our business as well as the ownership. Your Company being subsidiary of Adani Enterprises Limited, the name Adani Ports and Special Economic Zone Limited gives singular identity of Adani Brand.

New Corporate Identity:

During the year under review, new logo " of the Adani Group was launched.

The brand mark is the signature of our brand identity.

Our logo is more international, more flexible, and more vibrant! It reflects our ambition and ability to absorb various colours of cultures and nationalities. It reflects our ability to dream, our ability to move fast and our ability to achieve.

Our logo is the symphony of colors. The colors reflect our 3 integrated businesses. Green represents Resources like coal and oil & gas, Blue represents Ports & Logistics and Orange represents Energy like power and gas distribution. The mark is designed to tell the story of integration and acting as one.

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

The integrated model is well adapted to the infrastructure challenges of fast-growing countries such as India. It offers security of supply for coal and other essential imports while mitigating price and political risk. Integration multiplies the benefits of synergies and economies of scale for us, our customers and stakeholders.

Subsidiaries:

As on March 31, 2012, your Company had eighteen subsidiary companies under its belt. These group companies broadly operate and focus in India and Outside India.

1. Adani Hazira Port Pvt. Ltd. 10. Karnavati Aviation Pvt. Ltd.

2. Adani International Container Terminal Pvt. Ltd.11. Rajasthan SEZ Pvt. Ltd.

3. Adani Kandla Bulk Terminal Pvt. Ltd. 12. MPSEZ Utilities Pvt. Ltd.

4. Adani Logistics Ltd. 13. Mundra International Airport Pvt. Ltd.

5. Adani Murmugao Port Terminal Pvt. Ltd. 14. Mundra SEZ Textile and Apparel Park Pvt. Ltd.

6. Adani Petronet (Dahej) Port Pvt. Ltd. 15. Adani Abbot Point Terminal Holdings Pty Ltd, Australia

7. Adani Vizag Coal Terminal Pvt. Ltd. 16. Adani Abbot Point Terminal Pty Ltd, Australia

8. Hazira Infrastructure Pvt. Ltd. 17. Mundra Port Holdings Pty Ltd, Australia

9. Hazira Road Infrastructure Pvt. Ltd. 18. Mundra Port Pty Ltd, Australia

In order to create more business opportunities and to make strategic investment, Adani Warehousing Services Pvt. Ltd. was incorporated as wholly owned subsidiary as on April 19, 2012.

The statement pursuant to section 212(1)(e) of the Companies Act, 1956, containing details of subsidiaries of the Company forms part of the Annual Report.

On restructuring, Mundra Port Holdings Pty Ltd. had become step down subsidiary of the Company w.e.f March 6, 2012 and Adani Abbot Terminal Holdings Pty Ltd had become wholly owned subsidiary of the Company w.e.f. March 15, 2012.

In terms of General Circular issued by Ministry of Corporate Affairs, Government of India, the Balance Sheet, Profit and Loss Account and other documents of the subsidiary companies are not being attached with Balance Sheet of the Company.

However, as directed by the Ministry of Corporate Affairs, some key information has been disclosed in a brief abstract forming part of this Annual Report. Accordingly, the Annual Report of the Company contains the consolidated audited financial statements prepared pursuant to clause 41 of the listing agreement as prescribed by SEBI and prepared in accordance with the accounting standards prescribed by the Institute of Chartered Accountants of India (ICAI).

The annual accounts of the subsidiary companies and related detailed information shall be made available to the shareholders of the holding and subsidiary companies seeking such information on all working days during business hours. The annual accounts of the subsidiary companies shall also be kept for inspection by any shareholder/s during working hours at the Company's registered office and that of the respective subsidiary companies concerned. Details of developments of subsidiaries of the Company are covered in Management's Discussion and Analysis Report forming part of the Annual Report.

Fixed Deposits:

During the year under review, your Company has not accepted any deposits from public under Section 58A of Companies Act, 1956.

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo:

The particulars, as prescribed under clause (e) of sub-section (1) of Section 217 of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 as amended from time to time are appended in the Annexure to the Directors' Report.

Quality, Health, Safety and Environment:

At Adani Ports and Special Economic Zone Limited (APSEZL), Quality, Health, Safety and Environmental (QHSE) responsibilities are integral to operations. Your Company has acquired International Standards ISO 9001:2008, ISO 14001:2004 and OHSAS 18001:2007 certifications specifying the requirements for an Integrated Management System (IMS) as a part of its objective to improve quality, health, safety and environment in the work place.

Successfully managing Health, Safety & Environment (HSE) issues is an essential component of our operations. Through observance and encouragement of this policy, your Company assist in protecting the environment and the overall well-being of all stakeholders. To drive performance improvement, make progress and contribute to sustainable development, your Company works in an integrated manner across the areas of HSE. Your Company achieved a score of more than 94.5 % in Safety Audit conducted by third party as per IS 14489.

Your Company takes a proactive approach toward creating safe working environments for all its employees. To emphasize our continuing commitment to HSE issues, we adhere to HSE Principles. These Principles are the cornerstone of HSE culture and address issues such as accountability, training, communication, resources, engineering design, performance measurement, and sustainable development.

Corporate Governance and Management Discussion and Analysis Report:

Committed to good Corporate Governance practices, your Company fully conforms to the standards set out by the Securities and Exchange Board of India and other regulatory authorities and has implemented and complied with all the major stipulations. The Report on Corporate Governance along with the Compliance Certificate from the Practicing Company Secretary in line with Clause 49 of the Listing Agreement validating our claim and the Report on Management Discussion and Analysis are annexed and forms part of this Annual Report.

Your Company in compliance with the requirements of the Listing Agreement has also formulated and implemented a Code of Conduct for all Board members and senior management personnel of the Company, who have affirmed their compliance thereto.

Directors:

Prof. G. Raghuram, was appointed as an Additional Director on the Board of the Company w.e.f May 14, 2012. Pursuant to the provisions of Section 260 of the Companies Act, 1956, he holds office upto the date of ensuing Annual General Meeting and being eligible offer himself for appointment. The Company has received a notice in writing from the member of the Company signifying his candidature for the office of Board of Directors of the Company.

Dr. Ravindra Dholakia has resigned as an Independent Director w.e.f May 19, 2012. In accordance with Retirement Policy for Non Executive Independent Directors of the Company, Mr. K. N. Venkatasubramanian and Mr. S. Venkiteswaran had resigned as an Independent Directors of the Company w.e.f. June 26, 2012 and June 30, 2012 respectively.

Board welcomes incoming Director and place on record the deep appreciation for valuable services and guidance provided by outgoing Directors during the tenure of their Directorships.

Board of Directors has reappointed Mr. Gautam S. Adani, as Chairman and Managing Director and Mr. Rajeeva Ranjan Sinha, as Whole Time Director for a tenure of five years w.e.f July 1, 2012 and October 12, 2012 respectively, subject to the approval of shareholders.

As per Section 256 of the Companies Act, 1956 and Article 152 of the Articles of Association of the Company, Mr. Rajesh S. Adani and Mr. Pankaj Kumar, IAS Directors of the Company are liable to retire by rotation and being eligible offer themselves for re-appointment. Board recommends reappointment of the Directors of the Company.

Directors Responsibility Statement:

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

- The applicable accounting standards have been followed and there are no material departures from the same;

- Accounting Policies selected have been applied consistently and estimates made are reasonable and prudent, so as to give a true and fair view of the state of affairs of your Company as at March 31, 2012 and of the profit of your Company for the year ended on that date;

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

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

Insurance:

The Company continues to carry adequate insurance for all assets against foreseeable perils.

Particulars of Employees:

In terms of the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended, a statement showing the names and other particulars of the employees forms part of this report as Annexure. However, as permitted by Section 219(1) (b) (iv) of the Companies Act, 1956, the Annual Report excluding the aforesaid information is being sent to all the members of the Company and others entitled thereto and any member interested in obtaining such particulars may write to Company Secretary at the Registered Office of the Company.

Auditors:

Your Company's Auditors M/s. S. R. Batliboi & Associates, Chartered Accountants, Ahmedabad, hold office until the conclusion of the ensuing Annual General Meeting. The Company has received a written certificate from the Auditors to the effect that their re-appointment, if made, would be within the prescribed limit under Section 224(1B) of the Companies Act, 1956.

Auditors' Report:

Notes to the financial statements, as referred in the Auditors Report, are self-explanatory and therefore do not call for any further comments and explanations under section 217(3) of the Companies Act, 1956.

Information Technology: an enabler for Growth

Innovative IT Solutions have been the driver for best in class port operations at APSEZL. With deployment of the best in class applications and systems, the IT initiatives have consistently been used to streamline enterprise business processes, improve operating efficiencies and reduce costs. APSEZL aims at seamless integration of its business operations and an IT platform to provide real time information and help in improving decision making process which in turn leads to efficient port operations.

An initiative has been taken to provide our major customers with online vessel tracking information through the APMS system. This initiative through IT Department is part of our commitment to provide better service to our external clients. The berthing / sailing information of vessels during the last 48 hours has also now been made live through APMS. The data can be accessed by all port users from Port Operation section of Mundra Port website. These initiatives help in serving the customers better.

Awards and Accreditations:

During the year under review, your Company had won the following awards:

Non Major Port of the year 2011 award at International Maritime Offshore Logistics 2011.

MALA awards for the Best Private Port and Best Private Container Terminal Operator.

Gateway Awards of Excellence-Ports & Shipping 2012 category "Private Port of the Year" from Ministry of Shipping, New Delhi.

"Special Commendation Certificate for Golden Peacock Award" in the field of Occupational, Health & Safety - 2011.

Won awards at the 22nd Gujarat Level Convention on Quality held at Vadodara in September 2011 and 25th National Convention on Quality Concepts (NCQC) - 2011 held at Hyderabad.

Acknowledgment:

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

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

For and on behalf of the Board of Directors

Place: Ahmedabad Gautam S.Adani

Date: July 2, 2012 Chairman & Managing Director


Mar 31, 2011

The Directors are pleased to present the Twelfth Annual Report of your Company together with the Audited Accounts for the financial year ended March 31, 2011.

Financial Highlights:

The standalone performance of the Company for the financial year ended March 31, 2011 is summarized below:

(Rs. in Lacs)

Particulars For the year For the year ended ended

March 31, 2011 March 31, 2010

Income from operations 1,88,507.22 1,39,251.70

Other Income 4,976.37 3,378.20

Total Income 1,93,483.59 1,42,629.90

Operating & Administrative Expenses 57,507.95 43,137.50

Operating Profit before Interest, D epreciation and Tax 1,35,975.64 99,492.40

Interest and Financial Charges 7,501.40 4,147.02

Depreciation / Amortization 20,786.25 16,814.10

Profit Before Tax and Prior Period Adjustment 1,07,687.99 78,261.05

Less: Prior Period Adjustments - (2,215.66)

Provision for tax ( including deferred tax ) 9,071.99 5,947.83

Profit after tax 98,616.00 70,097.56

Surplus brought forward from previous year 89,415.11 53,214.64

Balance available for appropriation 1,88,031.11 1,23,312.20 Appropriations:

Interim Dividends on Equity Shares 18,031.95 10,018.68

Dividend on Preference Shares 0.03 0.03 Proposed Final Dividend on Equity Shares (current year amount represents rounding off effect relatingto previous year, previous year Rs. Nil) 1.52 6,010.18

Transfer to Capital Redemption Reserve 14.06 14.06

Transfer to General Reserve 9,861.60 7,009.76

Transfer to Debenture Redemption Reserve 11,024.22 10,844.38

Balance carried to Balance Sheet 1,49,097.73 89,415.11

Operations Review:

Your Company has scaled new heights during the year under review. It has emerged as the 7th largest port in the Country in terms of annual cargo handling volumes for the financial year 2010-11.

The key aspects of your Companys performance during the financial year 2010-11 are as follows:

- Cargo volume increased by 28% from 40.29 million tonnes in 2009-10 to 51.68 million tonnes in 2010-11.

- Turnover increased by 36% from Rs. 1,42,630 Lacs in 2009-10 to Rs. 1,93,484 Lacs in 2010-11.

- Profit After Tax increased by 41% fromRs. 70,098 Lacs in 2009-10 toRs. 98,616 Lacs in 2010-11.

- Earning Per Share (EPS) for the year increased by 41% fromRs. 3.50 in 2009-10 toRs. 4.92 in 2010-11.

The detailed Operational Performance of the Company has been comprehensively discussed in the Management Discussion and Analysis Report which forms part of Directors Report.

Capital Restructuring:

In order to bring down the unit market value of the shares to make them more affordable to the retail investors, at the Annual General Meeting held on August 21, 2010, the members have approved sub-division of one equity share of Rs. 10/- each into five equity shares of Rs. 2/- each. Accordingly, effective from September 24, 2010 being Record Date, the Companys equity shares of Rs. 10/- each stands sub-divided into equity shares of the face value of Rs. 2/- each.

Dividend:

The outstanding performance of the Company has enabled Directors to declare and pay two interim dividends of Re. 0.50 (25%) and Re. 0.40 (20%) on equity share of Rs. 2/- each aggregating to Re. 0.90 (45%) per share on 2,00,33,94,100 equity shares of Rs. 2/- each and Dividend on 0.01% Non Cumulative Redeemable Preference Shares of Rs. 10/- each for the financial year 2010-11. The total outgo on account of dividend is Rs. 18,031.95 Lacs. Having declared two interim dividends, your Board has not recommended a final dividend for the financial year 2010-11.

Subsidiaries:

As on March 31, 2011, your Company had eleven subsidiaries as follows:

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

2) Adani Logistics Ltd.

3) Mundra SEZ Textile and Apparel Park Pvt. Ltd.

4) Karnavati Aviation Pvt. Ltd.

5) MPSEZ Utilities Pvt. Ltd.

6) Rajasthan SEZ Pvt. Ltd.

7) Adani Murmugao Port Terminal Pvt. Ltd.

8) Mundra International Airport Pvt. Ltd.

9) Adani Hazira Port Pvt. Ltd.

10) Hazira Infrastructure Pvt. Ltd.

11) Hazira Road Infrastructure Pvt. Ltd.

In order to create more business opportunities and to make strategic investment, following subsidiaries were incorporated subsequent to March 31, 2011, out of which two were foreign subsidaries:

(i) Adani Vizag Coal Terminal Pvt. Ltd.

(ii) Adani International Container Terminal Pvt. Ltd.

(iii) Mundra Port Pty Ltd, Australia

(iv) Mundra Port Holdings Pty Ltd, Australia

The statement pursuant to Section 212(1)(e) of the Companies Act, 1956, containing details of subsidiaries of the Company forms part of the Annual Report.

In terms of General Circular issued by Ministry of Corporate Affairs, Government of India, the Balance Sheet, Profit and Loss Account and other documents of the subsidiary companies are not being attached with Balance Sheet of the Company.

However, as directed by the Ministry of Corporate Affairs, some key information has been disclosed in a brief abstract forming part of this annual report. Accordingly, the annual report of the Company contains the consolidated audited financial statements prepared pursuant to clause 41 of the listing agreement as prescribed by SEBI and prepared in accordance with the accounting standards prescribed by the Institute of Chartered Accountants of India (ICAI).

The annual accounts of the Subsidiary Companies and related detailed information shall be made available to the shareholders of the Holding and Subsidiary Companies shareholders seeking such information at any point of time. The annual accounts of the subsidiary companies shall also be kept for inspection by any shareholders during working hours at the Companys registered office and that of the respective subsidiary companies concerned. Details of major subsidaries of the Company are covered in Managements Discussion and Analysis Report forming part of the Annual Report.

Holding Company:

Adani Enterprises Ltd. (AEL) the flagship company of Adani group is a diversified conglomerate and operates in diverse range of sectors such as power project development, coal mining, commodities trading, real estate development, agro processing oil, gas explorations and logistics. In order to bring the several businesses in Adani Group under one flagship company the promoter entities of the Company have been merged with AEL. Consequently pursuant to section 4 of the Companies Act, 1956, AEL has become the Holding Company of your Company in place of erstwhile Adani Infrastructure Services Pvt. Ltd.

Fixed Deposits:

During the year under review, your Company has not accepted any deposits from public under Section 58A of Companies Act, 1956.

"Group" For Inter-Se Transfer of Shares:

As required under Clause 3(1)(e) of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 1997, persons constituting "Group" (within the meaning as defined in the Monopolies and Restrictive Trade Practices Act, 1969) for the purpose of availing exemption from applicability of the provisions of Regulations 10 to 12 of the aforesaid SEBI Regulations are given in Annexure I attached herewith and forms part of this Annual Report.

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo:

The particulars, as prescribed under clause (e) of sub-section (1) of Section 217 of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are set out in the Annexure to the Directors Report forming part of the complete version of Annual Report. Pursuant to the exemption under Section 219(1)(b)(iv) of the Companies Act, 1956, the said annexure has not been enclosed with the Directors Report forming part of the Abridged version of the Annual Report 2010-11.

Your Company has incurred expenditure in foreign exchange to the extent of Rs. 44,605.49 Lacs during the year under review. Foreign exchange earnings during the year were Rs. 375.02 Lacs.

Quality, Health, Safety and Environment:

At Mundra Port and Special Economic Zone Limited (MPSEZL), Quality, Health, Safety and Environmental (QHSE) responsibilities are integral. MPSEZL has acquired International Standards ISO 9001:2008, ISO 14001:2004 and OHSAS 18001:2007, certification specifying the requirements for an Integrated Management System (IMS) as a part of its objectives to improve quality, health, safety and environment in the work place.

Company has received IMS certification for "Providing Port Facilities for Handling Bulk, Liquid and Containerized Cargo, Single Point Mooring, Storage and Transportation of Cargo by Road, Rail and Pipeline". The certification has set up processes and systems that makes Mundra Port a world class port offering high quality services to customers as well as establishes the port as a great place to work in safe, secure and healthy environment.

Corporate Governance and Management Discussion and Analysis Report:

Committed to good corporate governance practices, your Company fully confirm to the standards set out by the Securities and Exchange Board of India and other regulatory authorities and has implemented and complied with all of its major stipulations. The Report on Corporate Governance along with the Compliance Certificate from the Practicing Company Secretary in line with Clause 49 of the Listing Agreement validating our claim and the Report on Management Discussion and Analysis are annexed and forms part of this Annual Report.

Your Company in compliance with the requirements of the Listing Agreement has also formulated and implemented a Code of Conduct for all Board members and senior management personnel of the Company, who have affirmed the compliance thereto.

Directors:

During the year under review, Mr. S. K. Tuteja has resigned from the Board with effect from February 12, 2011. The Board express gratitude for the expert advice and services rendered by him and significant contributions made during his tenure as a Director.

As per Section 256 of the Companies Act, 1956 and Article 152 of the Articles of Association of the Company, Mr. S. Venkiteswaran, Dr. Malay Mahadevia and Mr. Arun Duggal are liable to retire by rotation and being eligible offer themselves for re-appointment. Board recommends reappointment of the Directors of the Company.

Directors Responsibility Statement:

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

- The applicable accounting standards have been followed and there are no material departures from the same;

- Accounting Policies selected have been applied consistently except one which has been mentioned in the notes and estimates made are reasonable and prudent, so as to give a true and fair view of the state of affairs of your Company as at March 31, 2011 and of the profit of your Company for the year ended on that date;

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

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

Insurance:

The Company continues to carry adequate insurance for all assets against foreseeable perils.

Particulars of Employees:

In terms of the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended, a statement showing the names and other particulars of the employees forms part of this report as Annexure. However, as permitted by Section 219(1) (b) (iv) of the Companies Act, 1956 this Annual Report is being sent to all shareholders and others entitled thereto excluding aforesaid information. Any member interested in obtaining such particulars may write to Company Secretary at the Registered Office of the Company.

Auditors:

Your Companys Auditors M/s. S. R. Batliboi & Associates, Chartered Accountants, Ahmedabad, hold office until the conclusion of the ensuing Annual General Meeting. The Company has received a written certificate from the Auditors to the effect that their re-appointment, if made, would be within the prescribed limit under Section 224(1B) of the Companies Act, 1956.

Auditors Report:

Notes to the accounts, as referred in the Auditors Report, are self-explanatory and therefore do not call for any further comments and explanations.

Information Technology: an enabler for Growth

Innovation has been the driver for IT automation at Mundra Port. With deployment of the best in class applications and systems, the IT initiatives have consistently been used to streamline enterprise business processes, improve operating efficiencies and reduce costs. Mundra Port aims at seamless integration of its business operations and an IT platform to provide real time information and help in improving decision making process and in turn leads to efficient port operation.

Awards and Accreditations:

During the year under review, your Company had won the "best model port in the private sector and Clean Port of the year" for creating benchmarks through best practices of adding further capacities and infrastructure and for protecting the port environment by reducing emissions and carbon footprint.

Acknowledgment:

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

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

For and on behalf of the Board of Directors

Place: Ahmedabad Gautam S. Adani

Date: May 9, 2011 Chairman & Managing Director


Mar 31, 2010

The Directors have pleasure in presenting the Eleventh Annual Report together with Audited Statement of Accounts for the financial year ended March 31,2010.

Financial Highlights:

The bird eye view of the summarized financial highlights is depicted below: (Rs. in Lacs)

Particulars For the year For the year ended ended March 31,2010 March 31,2009

Income from operations 1,39,251.70 1,13,512.25

Other Income 3,107.97 4,432.41

Total Income 1,42,359.67 1,17,944.66

Operating & Administrative Expenses 43,137.50 37,348.06

Operating Profit before Interest, Depreciation and Tax 99,222.17 80,596.60

Interest and Financial Charges 4,147.02 13,295.02

Depreciation/Amortization 16,814.10 13,723.50

Profit Before Tax and Prior Period Adjustment 78,261.05 53,578.08

Less: Prior Period Adjustments (2,215.66) (2,174.98)

Provision for tax (including deferred tax) 5,947.83 5,294.58

Profit after tax 70,097.56 46,108.52

Surplus brought forward from previous year 53,214.64 23,753.54

Balance available for appropriation 1,23,312.20 69,862.06

Appropriations:

Interim Dividend on Equity Shares 10,018.68 8,015.69

Proposed Final Dividend on Preference Shares 0.03 0.03

Proposed Final Dividend on Equity Shares 6,010.18 4,006.79

Transfer to Capital Redemption Reserve 14.06 14.06

Transfer to General Reserve 7,009.76 4,610.85

Transfer to Debenture Redemption Reserve 10,844.38 --

Balance carried to Balance Sheet 89,415.111 53,214.64

Operations Review:

The year under review was fraught with global uncertainties. However, due to strong foundation, your Company had registered healthy growth. The key aspects of your Companys performance during the financial year 2009-10 are as follows:

- Cargo volume increased by 12.79% from 35.72 million tones in 2008-09 to 40.29 million tones in 2009-10.

- Turnover increased by 20.70% from Rs. 1,17,944.66 Lacs in 2008-09 to Rs. 1,42,359.67 Lacs in 2009-10.

- Profit after Tax increased by 52.03% from Rs. 46,108.52 Lacs in 2008-09 to Rs. 70,097.56 Lacs in 2009-10.

- Earning Per Share (EPS) for the year increased by 51.95% from Rs. 11.51 in 2008-09 to Rs. 17.49 in 2009-10.

The detailed Operational Performance of the Company has been comprehensively discussed in the Management Discussion and Analysis Report which forms part of Directors Report.

Dividend:

In view of continuing consistent good and profitable performance, your Company declared and paid Interim Dividend of Rs. 2.50 per share (25%) during the year under review. The Board of Directors are pleased to recommend a Final Dividend of Rs. 1.50 per share (15%) making aggregate dividend of Rs. 4.00 per share (40%) on 40,06,78,820 Equity shares of Rs. 10.00 each and Dividend on 0.01% Non Cumulative Redeemable Preference Shares of Rs. 10.00 each for the Financial Year 2009-10. The total outgo on account of dividend would be Rs.16,028.89 Lacs.

Resources and Liquidity:

In its efforts towards continuous cost reduction and financial re-engineering, during the year under review, your Company has issued Secured Redeemable Non-Convertible Debentures (NCDs) of face value of Rs. 10,00,000/- each at par on private placement basis aggregating to Rs.1,100 crores and Commercial Papers aggregating to Rs. 750 Crores. This will result into savings in interest cost thereby lowering financial expenses.

The Companys NCDs are listed on the Wholesale Debt Market Segment of Bombay Stock Exchange (BSE).

Credit Rating:

Your Companys financial discipline and fiscal prudence is reflected in the strong credit rating by leading rating agencies. The NCDs aggregating to Rs. 250 crores have been rated AA(SO) by CARE Ratings and NCDs aggregating to Rs. 850 crores have been rated LAA by ICRA Ltd. The Commercial Papers have been rated A1 + by ICRA Ltd.

Utilization of Proceeds of IPO:

The IPO proceeds of Rs. 177,100 Lacs has been reallocated based on the requirement of the project expenditure under execution and the management estimates in our current business plan. The same has been fully utilized as on March 31, 2010. Consent of the shareholders is being sought at forthcoming Annual General Meeting ratifying the variation/reallocation in utilization of issue proceeds.

Subsidiaries:

Your Company, as on March 31,2010 had nine subsidiaries as follows :

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

2) Adani Logistics Ltd.

3) Mundra SEZ Textile and Apparel Park Pvt. Ltd.

4) Karnavati Aviation Pvt. Ltd.

5) MPSEZ Utilities Pvt. Ltd.

6) Rajasthan SEZ Pvt. Ltd.

7) Adani Murmugao Port Terminal Pvt. Ltd.

8) Mundra International Airport Pvt. Ltd.

9) Adani Hazira Port Pvt. Ltd.

In order to create more business opportunities and to make strategic investment, your Company has incorporated following wholly owned subsidiary companies as follows:

(i) Adani Murmugao Port Terminal Pvt. Ltd.: To undertake the activities pertaining to development, operation and maintenance of a coal terminal at Port of Mormugao, Goa.

(ii) Adani Hazira Port Pvt. Ltd.: To develop and operate the Non-LNG port facilities including container, dry and liquid cargo at Hazira Port.

(iii) Mundra International Airport Pvt. Ltd.: To undertake the activities pertaining to development, operation and maintenance of Airport at Mundra in the state of Gujarat.

During the year under review, Adani Petronet (Dahej) Port Pvt. Ltd. a joint venture of your Company and Petronet LNG Ltd. (PLL) for development of solid cargo port project at Dahej, Gujarat has become a subsidiary Company.

Adani Logistics Ltd. and Inland Conware (Ludhiana) Pvt. Ltd. has been merged with Inland Conware Pvt. Ltd. and further Inland Conware Pvt. Ltd. has been renamed as Adani Logistics Ltd. vide High Court Order dated April 28, 2009.

The statement pursuant to Section 212(1 )(e) of the Companies Act, 1956, containing details of subsidiaries of the Company forms part of the Annual Report.

In terms of the approval granted under Section 212(8) of the Companies Act, 1956 by the Ministry of Corporate Affairs, Government of India vide its letter No. 47/193/2010-CL-III dated April 8, 2010, the Company has been exempted from complying with the provisions contained in sub-section (1) of Section 212 of the Companies Act, 1956.

However, as directed by the Ministry of the Corporate Affairs, some key information has been disclosed in a brief abstract forming part of this annual report. Accordingly, the annual report of the Company contains the consolidated audited financial statements prepared pursuant to clause 41 of the listing agreement as prescribed by SEBI and prepared in accordance with the accounting standards prescribed by the Institute of Chartered Accountants of India (ICAI).

Further, the Company hereby undertakes that annual accounts of the Subsidiary Companies and related detailed information will be made available to the Holding Company and Subsidiary Companies investors seeking such information at any point of time. The annual accounts of the subsidiary companies will also be kept for inspection by any investors during working hours at the Companys registered office and that of the respective subsidiary companies concerned.

Fixed Deposits:

During the year under review, your Company has not accepted any deposits from Public under Section 58A of Companies Act, 1956.

"Group" For Inter-Se Transfer of Shares:

As required under Clause 3(1 )(e) of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 1997, persons constituting "Group" (within the meaning as defined in the Monopolies and Restrictive Trade Practices Act, 1969) for the purpose of availing exemption from applicability of the provisions of Regulations 10 to 12 of the aforesaid SEBI Regulations are given in Annexure I attached herewith and forms part of this Annual Report.

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo:

The particulars, as prescribed under clause (e) of sub-section (1) of Section 217 of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are set out in the Annexure to the Directors Report forming part of the complete version of Annual Report. Pursuant to the exemption under Section 219 (1) (b) (iv) of the Companies Act, 1956, the said annexure has not been enclosed with the Directors Report forming part of the Abridged version of the Annual Report 2009-10.

Details of Foreign Exchange Earnings and Outgo are set out in Note 22 of Schedule -23 of Notes to Accounts.

Quality, Health, Safety and Environment:

At Mundra Port And Special Economic Zone Limited, Quality, Health, Safety and Environmental (QHSE) responsibilities are integral.

MPSEZL has adopted International Standards, ISO 9001:2008 for Quality Management System, ISO 14001:2004 for Environment Management System and OHSAS 18001:2007 for Occupational Health and Safety Management System.

MPSEZL has developed, implemented and is maintaining an Integrated Management System for complying with the requirements of ISO 9001:2008, ISO 14001:2004 and OHSAS 18001:2007.

Your Company has received Integrated Management System certification for "Providing Port Facilities for Handling Bulk, Liquid and Containerized Cargo, Single Point Mooring, Storage and Transportation of Cargo by Road, Rail and Pipeline".

The certification will go a long way and will make Mundra Port a world class port offering high quality services to customers as well as to establish the port as a great place to work in safe, secure and healthy environment.

Corporate Governance and Management Discussion and Analysis Report:

Your Company has been proactive in following the principles and practices of good Corporate Governance as an important step towards building investor confidence, improve investors protection and maximize long-term shareholder value. A separate report on Corporate Governance compliance and a Management Discussion and Analysis Report as stipulated by the Clause 49 of the Listing Agreement forms part of the Annual Report along with the required Certificate from the Practicing Company Secretary regarding compliance of the conditions of Corporate Governance as stipulated by Clause 49 of the Listing Agreement.

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

Directors:

During the year under review, Gujarat Maritime Board (GMB) had withdrawn nomination of Mr. Atanu Chakraborty, IAS and appointed Mr. Pankaj Kumar, IAS, Vice Chairman and CEO, GMB as an Additional Director on the Board of the Company. Pursuant to Section 260 of the Companies Act, 1956; he holds office upto the date of ensuing Annual General Meeting and being eligible offer himself for appointment. Mr. Ameet H. Desai has resigned as a Director during the year under review.

Board welcomes incoming directors and places on record the deep appreciation for valuable services and guidance provided by outgoing directors during the tenure of their directorship.

As per Section 256 of the Companies Act, 1956 and Article 152 of the Articles of Association of the Company, Mr. Rajeeva Ranjan Sinha, Mr. D. T Joseph and Mr. K. N. Venkatasubramanian are liable to retire by rotation and being eligible offer themselves for re-appointment. Board recommends reappointment of the directors of the company.

Directors Responsibility Statement:

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

- The applicable accounting standards have been followed and that no material departures have been made from the same.

- Reasonable and Prudent Accounting Policies have been adopted in Preparation of the Financial Statements. The Accounting Policies have been consistently applied.

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

- The annual accounts have been prepared on a going concern basis. Insurance:

The Company continues to carry adequate insurance for all assets against foreseeable perils.

Particulars of Employees:

In terms of the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended, the names and other particulars of the employees forms part of this report as Annexure. However, as permitted by Section 219 (1 )(b) (iv) of the Companies Act, 1956 this Annual Report is being sent to all shareholders excluding aforesaid information. Any member interested in obtaining such particulars may write to Company Secretary at the Registered Office of the Company.

Auditors:

Your Companys Auditors M/s. S. R. Batliboi & Associates, Chartered Accountants, Ahmedabad, hold office until the conclusion of the ensuing Annual General Meeting. The Company has received a written certificate from the Auditors to the effect that their re-appointment, if made, would be within the prescribed limit under Section 224(1 B) of the Companies Act, 1956.

Auditors Report:

Notes to the accounts, as referred in the Auditors Report, are self-explanatory and practice consistently followed and therefore do not call for any further comments and explanations.

Information Technology: an enabler for Growth

Innovation has been the driver for IT automation at Mundra Port. With deployment of the best in class applications and systems, the IT initiatives have consistently been used to streamline enterprise business processes, improve operating efficiencies and reduce costs.

Mundra Port aims at seamless integration of its business operations and an IT platform to provide real time information and help in improving decision making process and in turn leads to efficient port operation.

IT Application systems at Mundra Port consist of:

- Enterprise Resource Planning (ERP - SAP)

- Integrated Port Management System (IPMS)

- NAVIS for Container Terminal

- Automobile Terminal Operating System (KARTOS) Awards and Accreditations:

During the year under review, your Company had won "Annual Indian Maritime Gateway Awards 2009" for private port of the year 2009.

Acknowledgment:

The Board of Directors takes this opportunity to thank the Government of India, Government of Gujarat, Gujarat Maritime Board, Financial Institutions and Banks for their continuous support and assistance. The Board also recognizes the contribution of the esteemed customers, suppliers, business associates and shareholders in the growth of the Company. The Board particularly expresses its sincere thanks to the employees for the dedicated and tireless efforts put by the employees of the Company at all levels.

For and on behalf of the Board of Directors

Place: Ahmedabad Gautam S. Adani

Date: May 17,2010 Chairman & Managing Director

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