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Directors Report of Adani Ports & Special Economic Zone Ltd.

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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