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Notes to Accounts of Adani Ports & Special Economic Zone Ltd.

Mar 31, 2015

1 The Cash Flow Statement has been prepared under the Indirect method as set out in Accounting Standard-3 on Cash Flow Statements notified by the Companies Accounting Standard Rule 2006 (as amended).

2 Previous year''s figures have been regrouped where necessary to confirm to this year''s classification.

3 During the year ended March 31,2015, the Company has converted interest free loan Rs 500.00 crore given to a wholly owned subsidiary (The Dhamra Port Company Limited) into equity shares of Rs 500.00 crore equivalent to 50,00,00,000 equity shares of Rs 10 each. In the previous year ended March 31, 2014, the Company has converted interest free loan of Rs 346.32 crore given to a wholly owned subsidiary into advance towards share application money and interest bearing loan of Rs 248.00 crore given to a fellow subsidiary into capital advance and interest bearing loan of Rs 307.00 crore given to a third party into capital advance. Thus the impact of these transactions have not been given in the cash flow statement.

1. Corporate information

Adani Ports and Special Economic Zone Limited (''the Company'', ''APSEZL'') is in the business of development, operations and maintenance of port infrastructure has linked multi product Special Economic Zone (SEZ) and related infrastructure contiguous to Mundra port. The initial port infrastructure facilities at Mundra including expansion thereof through development of additional terminals and south port infrastructure facilities are developed pursuant to the concession agreement with Government of Gujarat (GoG) and Gujarat Maritime Board (GMB) for 30 years period effective from February 17, 2001. The Company has expanded port infrastructure facilities through approved supplementary concession agreement (pending to be concluded) which will be effective till the year 2040, whereby port infrastructure has been developed at Wandh, Mundra to handle coal cargo. The said agreement is in the process of getting signed with GoG and GMB although the part of the Coal terminal at Wandh is recognised as commercially operational w.e.f. February 1,2011.

The Container terminal facilities (CT-1) initially developed by the Company was transferred under sub- concession agreement between Mundra International Container Terminal Limited (MICTL) (erstwhile Adani Container (Mundra)Terminals Limited) and APSEZL entered into, on January 7, 2003 wherein APSEZL has given rights to MICTL to handle the container cargo for a period of 28 years i.e. up to February 17, 2031. Similarly container facilities developed as South Port location (CT-3) has been leased under approved sub concession agreement dated October 17, 2011 to (50:50) joint venture company, Adani International Container Terminal Private Limited (AICTPL) co-terminate with main concession agreement with GMB. The sub-concession agreement is pending to be concluded with GOG and GMB.

The Multi Product Special Economic Zone at Mundra is developed by the Company as per approval of Government of India vide their letter no. F-2/11/2003/EPZ dated April 12, 2006 as amended from time to time till date. The Company has also taken approval of Ministry of Commerce and Industry to set up Free Trade and Warehousing Zone vide letter no. F.1/16/2011-SEZ dated January 04, 2012. Subsequent to year end, the Company has received approval from Ministry of Commerce and Industry for setting up of additional Multi Product Special Economic Zone at Mundra taluka over an area of 1,856 hectares.

2. Basis of Preparation

The financial statements of the company have been prepared in accordance with generally accepted accounting principles in India (Indian GAAP). The company has prepared these financial statements to comply in all material respects with the accounting standards notified under section 133 of the Companies Act 2013 read with paragraph 7 of the Companies (Accounts) Rules, 2014. The financial statements have been prepared on an accrual basis under the historical cost convention. The accounting policies adopted in the preparation of financial statements are consistent with those of previous year except for the change in accounting policy explained below.

b. Terms/rights attached to equity shares

The company has only one class of equity shares having a par value of Rs. 2 per share. Each holder of equity shares is entitled to one vote per share. The company declares and pays dividends in Indian rupees. The final dividend recommended by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting.

For the current financial year 2014-15 the amount of proposed dividend per share distribution to equity shareholders is Rs 1.10 (for the previous financial year dividend per share Rs 1.00).

In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets of the company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.

c. Terms of Non-cumulative redeemable preference shares

The Company has outstanding 28,11,037 0.01% Non-Cumulative Redeemable Preference Shares (''NCRPS'') of Rs 10 each issued at a premium of Rs 990 per share. Each holder of preference shares has a right to vote only on resolutions placed before the company which directly affects the right attached to preference share holders. These shares are redeemable on March 28, 2024 at an aggregate premium of Rs 278.29 crore (equivalent to Rs 990.00 per share). The Company credits the redemption premium on proportionate basis every year to Preference Share Capital Redemption Premium Reserve and debits the same to Securities Premium Account as permitted by Section 52 of the Companies Act, 2013.

In the event of liquidation of the Company, before redemption the holder of NCRPS will have priority over equity shares in the payment of dividend and repayment of capital.

d. Shares held by holding/ultimate holding company and/or their subsidiaries/associates

Out of equity shares issued by the company, shares held by its holding company, are as below:

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

1 Debentures include Secured Non-Convertible Redeemable Debentures amounting to Rs 1,999.00 crore (previous year Rs 1,289.00 crore) are secured by first Pari-passu charge on all the immovable and movable assets of Multi-purpose, Terminal-II and Container Terminal -II project assets & first specific charge over land ( valued at market value )

2 Debentures include Secured Non-Convertible Redeemable Debentures aggregating to Rs 645.00 crore (previous year Rs 704.00 crore) are secured by exclusive mortgage and charge on entire Single Point Mooring (SPM) facilities serving Indian Oil Corporation Limited - Mundra and the first charge over receivables from Indian Oil Corporation Limited.

3 Debentures include Secured Non-Convertible Redeemable Debentures aggregating to Rs 1,000 crore (previous year Nil) are secured by first specific charge over 138 hectares land situated at Navinal Island, Mundra Taluka, Kutch District, Gujarat (valued at market value).

Debentures include Secured Non-Convertible Redeemable Debentures aggregating to Rs 500 crore (previous year Nil) are secured by first specific charge over 79 hectares land situated at Mundra Taluka, Kutch District , Gujarat (valued at market value).

4 Foreign currency loan aggregating to Rs Nil crore (previous year Rs 57.64 crore) carried interest @ 6M Libor plus basis point in range of 165 to 315. The loan was secured by exclusive charge on the Dredgers.

5 Foreign currency loan aggregating to Rs 255.84 crore (previous year Rs 373.74 crore) carries interest @ 6M Euribor plus basis point in the range of 95 to 140. Further, out of the above loan Rs 222.65 crore is repayable in 15 semi-annual installments of approx Rs 14.84 crore, loan Rs 23.70 crore is repayable in 4 semi-annual equal installments of Rs 5.92 crore, Rs 9.49 crore is repayable in 3 semiannual equal installment of Rs 3.16 crore from the balance sheet date. The loan is secured by exclusive charge on the Dredgers procured under the facility.

6 Foreign Currency loan aggregating to Rs 30.94 crore (previous year Rs 44.49 crore) carries interest @ 6M Libor plus 225 basis point. The loan is repayable in 8 quarterly equal installments of Rs 3.86 crore from the balance sheet date .The loan is secured by exclusive charge on the dredgers and is further secured by way of second pari passu charge on the entire movable and immovable fixed assets pertaining to Multipurpose, Terminal-II and Container Terminal-II project assets and Single Point Mooring.

7 Foreign currency loans aggregating to Rs 102.07 crore (previous year Rs 143.59 crore) carries interest @ 6M Euribor plus 75 basis point. The loan is repayable in 14 semi annually equal installments of Rs 7.30 crore from the balance sheet date. The loan is secured by exclusive charge on the Cranes purchased under the facility.

8 Foreign Currency Loans from Banks aggregating to Rs 1,879.69 crore (previous year Rs 1,881.33 crore) is secured by the first pari passu charge on all the immovable and movable assets pertaining

to Multipurpose Terminal, Terminal-II, Container Terminal-II, project assets of the company and carry interest @ 6M Libor plus basis point in range of 300 to 380. Further, out of the above loan as aggregating to Rs 520.31 crore are repayable in 13 Quarterly equal installments of approx Rs 40.02 crore from the balance sheet date, Rs 937.50 crore are repayable in 3 annual equal installments of Rs 312.50 crore starting repayment year 2015-16, Rs 171.88 crore are repayable in 11 semi-annual equal installments of Rs 15.62 crore from the date of the balance sheet. The balance amount of Rs 250 crore is bullet repayment on maturity of the loan in 2016.

9 Foreign currency loans from bank aggregating to Rs 275.00 crore (previous year Rs 290.59 crore) is secured by first pari passu charge on all the movable and immovable assets pertaining to Coal terminal project assets at Wandh and carries interest @ 3 Months Libor plus basis point in range of 310 to 380. These loans are repayable in 17 quarterly equal installments of approx Rs 16.17 crore from the balance sheet date.

10 Foreign currency Loans from bank aggregating to Rs 1,875.00 crore (previous year Rs 1,797.45 crore) carries interest @ 3M Libor plus basis point in range of 310 to 370, is repayable in 3 equal installments of Rs 208.33 crore and Rs 416.67 crore each starting repayment year 2015-16 and 2016-17 respectively. These loans are secured by first pari passu charge on all the movable and immovable assets pertaining to Coal Terminal project assets at Wandh and specific charge over land admeasuring to 175 hectares situated at Mundra Taluka, Kutch District, Gujarat.

11 Foreign Currency Loans from Banks aggregating to Rs 97.64 crore (previous year Rs 125.47 crore) carries interest @ 4.6% p.a . Out of these loans, Rs 43.91 crore are repayable in 12 semi-annual equal installments of approx Rs 3.65 crore, Rs 16.39 crore are repayable in 13 semi-annual equal installments of Rs 1.26 crore, Rs 18.44 crore are repayable in 14 semiannual equal installments of Rs. 1.31 crore, Rs 18.91 crore are repayable in 15 semi-annual equal installments of Rs 1.26 crore from the balance sheet date. These loans are secured by exclusive charge on the individual Tug.

12 Foreign currency loan aggregating to Rs 210.94 crore (previous year Rs 232.17 crore) carries interest @ 6M Libor plus 300 to 330 basis point . The loan is repayable in 27 quarterly equal installments of approx. Rs 7.81 crore from the balance sheet date. The loan are secured by first Pari-passu charge on all the immovable and movable assets of Multipurpose, Terminal-II and Container Terminal-II project assets.

13 Foreign currency Loans from bank aggregating to Rs 250.00 crore (previous year Rs 239.66 crore) is secured by first pari passu charge on all the movable and immovable assets pertaining to Coal terminal project assets at Wandh and carries interest @ 3M Libor plus basis point in range of 260 to 310. The Loan is repayable in single installment on maturity in year 2017-18.

14 Foreign Currency Loan aggregating to Rs 134.38 Crore (previous year Rs 165.37 Crore) carries interest @ 6 months Euribor plus a margin of 290 basis point. This loan is secured by first pari- passu charge on movable and immovable assets pertaining to Multipurpose, Terminal-II and Container Terminal-II project assets. The loan is repayable in 16 semi- annual equal installments of Rs 8.40 crore starting from year 2015-16.

15 Foreign Currency Loan aggregating to Rs 312.50 Crore (previous year Rs 299.58 Crore) carries interest @ 3 month libor plus 300 basis point. This loan is secured by First pari-passu charge on movable and immovable assets pertaining to coal terminal project assets. The Loan is repayable in single installment on maturity in year 2018-19.

16 Rupee Term Loan from bank aggregating to Rs 102.00 crore (previous year Rs 114.00 crore) is secured by first pari passu charge on all the movable and immovable assets pertaining to Agripark project assets and carries interest @ 10.25% p.a. The loan is repayable in 18 quarterly equal installments of Rs 5.67 crore from the balance sheet date.

17 Rupee term loan amounting to Rs 450.00 crore (previous year Rs 475.00 crore) are secured by exclusive charge on land parcel of 90 hectares situated at Mundra Taluka, Kutch District, Gujarat. The loan is repayable in 10 semi-annual equal installments of Rs 45.00 crore from the balance sheet date.

18 Rupee term loan amounting to Rs 200.00 crore (previous year Nil) for which charge creation on Multi-purpose Terminal, Termianal II and Container Terminal II (Excluding immoveble assets relating to SPM project, west basin, south basin and SEZ land) is under process. The Loan is repayable in 2 semi- annual equal installments of Rs 100.00 crore from the balance sheet date.

19 Suppliers bills accepted under foreign currency letters from bank aggregating to Rs Nil crore (previous year Rs 17.68 crore) carries interest @ 6 M Libor plus basis point in range of 100 to 310 The Loan was secured against exclusive charge on the goods, materials, assets acquired or procured under the facility.

20 Suppliers bills accepted under foreign currency letters of credit aggregating to Rs 94.88 crore (previous year Rs 100.02 crore) carries interest @ 6M Libor plus basis point in range of 100 to 200 which is repayable on maturity in 2015-16. The loan is secured against exclusive charge on assets purchased under the facility.

21 Suppliers bills accepted under foreign currency letters of credit aggregating to Rs 26.71 crore (previous year Nil crore) carries interest @ 6M Libor plus basis point in range of 35 to 105 which is repayable on maturity in 2015-16. The loan is secured against exclusive charge on fixed assets purchased under the facility.

22 a) Rupee term loan of Rs Nil (previous year Rs 125.00 crore) carries interest @ 11% p.a. The loan was unsecured.

b) Foreign Currency Loan aggregating of Rs 18.44 crore (previous year Rs 24.64 crore) carries interest @ 2.12 % p.a. The outstanding loan amount is repayable in 10 semi- annual equal installment of Rs 1.84 crore from the balance sheet date. The loan is unsecured .

Note: Operational Claims are the expected claims against outstanding receivables made/to be made by the customers towards shortages of stock, handling losses, damages to the cargo, storage and other disputes. The probability and the timing of the outflow / adjustment with regard to above depends on the ultimate settlement / conclusion with the respective customer.

1 Suppliers bills accepted under foreign currency letters of credit aggregating to Rs 119.85 crore (previous year Rs 94.49 crore) carries interest @ 6M Libor plus basis point in range of 49 to 105 which are repayable on maturity in 2015-16. The loan is secured against exclusive charge on assets and materials purchased under the facility.

2 Supplier Bills aggregating to Rs 35.03 crore ( previous year Rs 86.06 crore) carries interest @ 6M Libor plus basis point in range of 65 to 170 and one year libor plus basis point in range of 100-225 which is repayable on maturity in 2015-16. The loan is secured against subservient charge on movable fixed assets and current assets except those secured by exclusive charge in favour of other lenders.

1) Aggregate cost of unquoted investments as at March 31, 2015Rs.4,762.28 crore (previous year- Rs 1,786.26 crore).

2) No. of Shares pledged with banks against borrowings by the respective companies as per below.

Capital advance includes Rs 64.87 crore (previous year Rs 369.91 crore) paid to various private parties and government authorities for acquisition of land.

The Company has bank guarantees of Rs 42.64 crore (previous year Rs 8.76 crore) against capital advances.

The Company has granted interest bearing inter-corporate loans and deposits aggregating Rs 2,137.87 crore (previous year Rs 1,999.67 crore) (including renewals on due dates) as at March 31, 2015 to its subsidiaries and other related parties, excluding loans granted to subsidiaries towards funding of development of specific ports and related infrastructure. The funds are advanced based on the business needs and exigencies and other cases to invest surplus fund or gave deposits to avail future commercial benefits with an option to purchase underlying assets.

Further, the Company has also extended inter-corporate deposits aggregating Rs 1,261.35 crore (previous year Rs 1,666.10 crore (including renewals on due dates) to third parties. The deposits are given at prevailing market interest rates. The inter-corporate deposits have been approved by the Finance committee of the Board of Directors .

The Company has received adequate undertaking on record to safeguard the full recovery of this amount together with the interest. In the opinion of the Company, all these loans /deposits are considered good and realisable as at the year end .

Note: a) Assets taken under Operating Leases - Office space and residential houses for staff accommodation are generally obtained on operating leases. The lease rent terms are generally for eleven months period and are renewable by mutual agreement. There are no sub-leases and leases are cancellable in nature except that mentioned under note b) below. There are no restrictions imposed by the lease arrangements. There is no contingent rent in the lease agreements and there is no escalation clause in the lease agreements except that mentioned under note b) below. Expenses of Rs 3.33 crore (previous Year Rs 3.34 crore) incurred under such leases have been expensed in the statement of profit & loss.

b) Assets taken under Operating Leases - One office premises have been taken on operating leases. The lease rent terms are for the period of 15 years and are renewable by mutual consent. The lease agreement entered is non-cancellable for the period of first 3 years of the lease agreement. As per the lease agreement lease rental is escalated by 10% at every 5 years. There is no contingent rent, no sub-leases and no restrictions imposed by the lease arrangements. Expenses of Rs 0.10 crore (previous year Rs 0.05 crore) incurred under such lease have been expensed in the statement of profit and loss.

Future minimum rentals payable under non-cancellable operating leases are as follows: *

* Rs 0.34 crore paid for professional fee for services rendered in respect of Institutional Placement Program (IPP) of the Company, was adjusted against securities premium in accordance with Section 78 of the Companies Act 1956. (also refer note -4)

23. Details of employee benefits

1. The company has recognised, in the statement of profit and loss for the current year, an amount of Rs 5.54 crore (previous year Rs 4.69 crore) as expenses under the following defined contribution plan.

2. The Company has a defined gratuity plan. Every employee who has completed at least five years of services gets a gratuity on departure @ 15 days salary (last drawn basic salary) for each completed year of service. The scheme is funded with Life Insurance Corporation of India (LIC) in the form of a qualifying insurance policy.

The following tables summaries the components of net benefit expense recognised in the Statement of Profit and Loss and the funded status and amounts recognised in the balance sheet for the respective plans.

Note:

1) The present value of the plan assets represents the balance available with the LIC as at the end of the period. The total value of plan assets amounting to Rs 8.73 crore (previous year Rs 6.86 crore) is as certified by the LIC.

2) The Company''s expected contribution to the fund in the next financial year is Rs 4.08 crore (previous year 2.08 crore)

The estimates of future salary increases considered in actuarial valuation and take account of inflation, seniority, promotion and other relevant factors such as supply and demand in the employment market.

The overall expected rate of return on assets is determined based on the market price prevailing on that date, applicable to the period over which the obligation has to be settled. There has been change in expected rate of return on asset due to change in the market scenario.

24. Segment Information

The Company is primarily engaged in the business of developing, operating and maintaining the Port and Port based related infrastructure services including Multi product Special Economic Zone at port location. The entire business has been considered as a single segment in terms of Accounting Standard- 17 on Segment Reporting notified under the Companies (Accounting Standard) Rule 2006 (as amended). There being no business outside India, the entire business has been considered as single geographic segment.

25. Related Party Disclosures

The Management has identified the following entities and individuals as related parties of the Company for the year ended March 31, 2015 for the purposes of reporting as per (AS) 18 - Related Party Transactions, which are as under:

A. Related parties where control exists.

Trust Controlling Holding Company : S.B. Adani Family Trust

Holding Company : Adani Enterprises Ltd.

Subsidiary Companies :

Mundra SEZ Textile and Apparel Park Pvt. Ltd.

MPSEZ Utilities Pvt. Ltd.

Adani Logistics Ltd.

Karnavati Aviation Pvt. Ltd.

Adani Murmugao Port Terminal Pvt. Ltd.

Mundra International Airport Pvt. Ltd.

Adani Hazira Port Pvt. Ltd.

Adani Petronet (Dahej) Port Pvt. Ltd.

Adani Vizag Coal Terminal Pvt. Ltd.

Adani Kandla Bulk Terminal Pvt. Ltd.

Adani Warehousing Service Pvt. Ltd.

Adani Ennore Container Terminal Pvt. Ltd.

Adani Hospitals Mundra Pvt. Ltd.

The Dhamra Port Company Ltd. ( w.e.f. June 23, 2014)

Mundra Solar Technopark Pvt. Ltd.* (w.e.f. March 10, 2015)

Entity held through Controlling Interest : Adinath Polyfills Pvt. Ltd.

Step down Subsidiary :

Hazira Infrastructure Pvt. Ltd.

Hazira Road Infrastructure Pvt. Ltd.

B. Related parties with whom transaction have been taken place during the year.

Joint Venture :

Adani International Container Terminal Pvt. Ltd.

Adani CMA Mundra Terminal Pvt. Ltd. (w.e.f. July 30, 2014)

Associate Dholera Infrastructure Pvt. Ltd.

Fellow Subsidiary Adani Power Ltd.

Adani Power Dahej Ltd.

Adani Mining Pvt. Ltd.

Adani Gas Ltd.

Chemoil Adani Pvt. Ltd.

Adani Global FZE, Dubai Adani Infra (India) Ltd.

Adani Power Rajasthan Ltd.

Adani Welspun Exploration Ltd.

Kutchh Power Generation Ltd.

Adani Agri Fresh Ltd.

Adani Power Maharashtra Ltd.

Adani Properties Pvt. Ltd.

Key Management Personnel

Mr. Gautam S. Adani, Chairman and Managing Director

Mr. Rajeeva Ranjan Sinha, Whole time Director (up to May 16, 2014)

Mr. Sudipta Bhattacharya, Whole time Director ( w.e.f. May 15, 2014)

Dr. Malay R. Mahadevia, Whole time Director

Relative of Key Management Personnel

Mr. Rajesh S. Adani, Director

Entities over which Key Management Personnel, Directors and their relatives are able to exercise Significant Influence

Adani Institute of Infrastructure Management Adani Wilmar Ltd.

Shanti Builders Adani Foundation Adani Shipyard Pvt. Ltd.

Dholera Port and Special Economic Zone Ltd.

Mundra Port Pty Ltd., Australia

Abbott Point Port Holdings Pte Ltd., Singapore

* These entities have been incorporated/formed during the year.

# The entity is acquired during the year.

Aggregate of transactions for the year ended with these parties have been given below.

Sub Notes:

1 The names of the related parties and nature of the relationships where control exists are disclosed irrespective of whether or not there have been transactions between the related parties. For others, the names and the nature of relationships is disclosed only when the transactions are entered into by the Company with the related parties during the existence of the related party relationship.

2 Pass through transaction/payable relating to railway freight, water front charges and other payable to third parties have not been considered for the purpose of related party disclosure.

3 For the purpose of comparison, the previous year''s transactions have been re-classified in the current year.

Note:

1. The Company has allowed to some of its subsidiaries to avail non fund based bank guarantee facilities out of its credit facilities. The aggregate of such transactions amount Rs 471.41 crore (previous year Rs 538.99 crore) is not disclosed in above schedule.

2. During the previous year, the company converted loan of Rs 346.32 crore given to Adani Hazira Port Pvt Ltd. into share application money out of which equity share of Rs 280.85 crore was issued by subsidiary company during the previous year and Rs 65.47 crore in the current year. Similary loan amount of Rs 500.00 crore given to The Dhamra Port Company Limited, got converted into equity shares of Rs 500.00 crore, issued by the subsidiary company during the year.

26. Details as per Section 22 of the Micro, Small and Medium Enterprises Development Act, 2006 (MSMED Act).This information has been determined to the extent such parties have been identified on the basis of information available with the Company.

27. The Company avails tax holiday benefit u/s 80IAB of the Income Tax Act, 1961 on the taxable income. However, in view of the amendment in Income Tax Act, 1961 w.e.f. April 1,2011 by Finance Act, 2011, the Company is liable to pay Minimum Alternate Tax (MAT) on income from the financial year 2011-12. Based on the amendment, the Company has made provision of Rs 450.60 crore (previous year Rs 463.63 crore) for current taxation based on its book profit for the financial year 2014-15 and considered credit for MAT of Rs 510.79 crore (previous year Rs 387.37 crore) (read with note 37(o)) as the management believes, it has convincing evidence in view of strategic volumes of cargo available with the Company and higher depreciation charge for accounting purposes than the depreciation for income tax purposes in the future period, whereby, the MAT credit will be utilized post tax holiday period.

28. During previous year ended March 31, 2014, the revenue from operations include the income from sale/ sub-lease of core port assets i.e. port container infrastructure, upfront infrastructure development fee and proportionate portion of deferred usages charges aggregating to Rs 890.92 crore on transfer of port terminal assets to Adani International Container Terminal Private Limited ("AICTPL"), a (50:50) Joint Venture entity between the Company and Mundi Limited. The corresponding related costs to the income were shown under head "Operating Expenses" and the value of port equipments and other miscellaneous assets related to port terminal sold to AICTPL was netted against the cost in the books of account as such assets were being acquired specifically for AICTPL and transferred on cost basis. The value of such asset was Rs 597.67 crore.

29. Detail of Capital Work in Progress including certain expenses of revenue nature allocable to New Projects and Capital Inventory, consequently expenses disclosed under the respective notes are net of such amount .

Other Commitments

a) The port projects of subsidiary companies viz. Adani Hazira Port Private Limited, Adani Petronet (Dahej) Port Private Limited, Adani Murmugao Port Terminal Private Limited ("AMPTPL"), Adani Vizag Coal Terminal Private Limited, The Dhamra Port Company Limited ("DPCL") and joint venture company Adani International Container Terminal Private Limited ("AICTPL") have been funded through various credit facility agreements with banks. Against the said facilities availed by the subsidiary companies/joint venture company from the banks, the Company has executed a Sponsor Undertaking and Pledge Agreements whereby 51% of the holding would be retained by the Company at all points of time. Further, the company is also required to pledge 30% (26% from the date of commencement of the operation) of its shareholding in the respective entities. The details of shareholding pledged by the Company is as follows :

b) In terms of arrangement with Adani Enterprises Limited, the holding company, the Company has proposed to purchase equity share and consequential economic interest / ownership rights thereunder in respect of Adani Murmugao Port Terminal Private Limited, subsidiary company where equity shares to the extent of 26% are also held by holding company. The Company is in the process of obtaining regulatory approvals to get the share transferred in it''s own name. In the meantime, the Company has advanced unsecured loans to this subsidiary as promoter''s contribution for funding the ongoing projects.

c) The Company has entered into an agreement / MOU with the Holding Company to either purchase or lease corporate office space of 5 lacs square feet. The Company has given deposit of Rs 250 crore as per the agreement / MOU to secure its rights till March 31,2017.

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

Corporate Guarantees given to banks and financial institutions against credit 1,595.51 787.77 facilities availed by the subsidiaries and joint venture entities. Amount outstanding there against Rs 1,515.68 crore (previous year Rs 727.09 crore)

Corporate Guarantee given to a bank for credit facility availed by Port Pty Ltd, (Refer note p) (Refer note p) erstwhile subsidiary company, Mundra Australia read with note (p) below. (Amount outstanding there against Rs 3,043.75 crore (previous year Rs 4,793.20

Bank Guarantees and Letter of Credit facilities availed by the subsidiaries 471.41 538.99 against credit facilities sanctioned to the Company.

Bank Guarantees given to government 129.01 121.68 authorities and banks (also includes DSRA bank guarantees given to bank on behalf of subsidiaries and erstwhile subsidiaries.)

Civil suits filed by the Customers for 0.94 30.49 recovery of damages against certain performance obligations. The said civil suits are currently pending with various Civil Courts in Gujarat. The management is reasonably confident that no liability will devolve on the Company in this regard and hence no provision is made in the books of accounts towards these suits.

Show cause notices from the Custom 0.19 0.46 Authorities against duty on port related cargo. The Company has given deposit of Rs 0.05 crore (previous year Rs 0.05 crore) against the demand. The management is reasonably confident that no liability will devolve on the Company and hence no liability has been recognised in the books of accounts.

Customs department notice for wrongly availing 0.25 0.25 duty benefit exemption under DFCEC Scheme on import of equipment.

The Company has filed its reply to the show cause notice with Deputy Commissioner of Customs, Mundra and Commissioner of Customs, Mumbai against order in original. The management is of view that no liability shall arise on the Company.

Various show cause notices received from 111.80 101.64 Commissioner/ Additional Commissioner/ Joint Commissioner/ Deputy Commissioner of Customs and Central Excise, Rajkot and Commissioner of Service Tax, Ahmedabad, for wrongly availing of Cenvat credit/ Service tax credit and Education Cess credit on input services and steel, cement and other misc. fixed assets during financial year 2006-07 to 2014-15. The Excise department has demanded recovery of the duty along with penalty and interest thereon. The Company has given deposit of Rs 4.50 crore (previous year: Rs 4.50 crore) against the demand. The matters are pending before High Court of Gujarat, Commissioner of Central Excise (Appeals), Rajkot and Commissioner of Service Tax, Ahmedabad. The Company has taken an external opinion in the matter based on which the management is of the view that no liability shall arise on the Company. Subsequent to year end, the Company has received favourable order from High Court of Gujarat against demand in respect of dispute relating to financial year 2005-06.

Show cause notices received from Commissioner of 6.90 6.90 Customs and Central Excise, Rajkot in respect of levy of service tax on various services provided by the Company and wrong availment of CENVAT credit by the Company during financial year 2009-10 to 2011-12. The matter is currently pending at High Court of Gujarat Rs 6.72 crore (previous year Rs 6.72 crore); and Customs, Excise and Service Tax Appellate Tribunal, Ahmedabad Rs 0.15 crore (previous year Rs 0.15 crore) and Commissioner of Service Tax Ahmedabad Rs 0.03 crore (previous year Rs 0.03 crore).

The Company has taken an external opinion in the matter based on which the management is of the view that no liability shall arise on the Company.

Commissioner of Customs, Ahmedabad has demanded 2.00 2.00 vide letter no.4/Comm./SIIB/2009 dated 25/11/2009 for recovery of penalty in connection with import of Air Craft which is owned by Karnavati Aviation Private Limited (Formerly Gujarat Adani Aviation Private Limited.), subsidiary of the Company.

Company has filed an appeal before the Customs, Excise and Service Tax Appellate Tribunal against the demand order, the management is reasonably confident that no liability will devolve on the Company and hence no liability has been recognized in the books of account.

Show cause notice received from Commissioner of 11.15 - Customs, Mundra in respect of recovery of cost recovery charges of customs establishment at Mundra Port Rs 11.15 crore (previous year Nil) from the Company for the financial year 2013-14 and 2014-15.

The Company has given deposit of Rs 4.99 crore (previous year Nil) against the demand. The Company had filed proposal for waiver of cost recovery charges claiming fulfilment of conditions prescribed under the board Circular No.16/2013-Cus dated 10.04.2013. The management is reasonably confident that proposal for waiver of cost recovery charges has been accepted by the department. Hence no liability has been recognised in the books of accounts.

Company has imported Tamping Machine & Spare parts 2.95 2.95 system

Plasser Theurer duty free under the EPCG Scheme for which an export obligation of Rs 17.73 crore that is equivalent to 6 times of duty saved. The export obligation has to be completed by F.Y. 2019-20.

The Company has disputed tax demand for assessment refer note (o) 52.01 years 2008-09, 2009-10, 2010-11 and 2011-12. below The management is reasonably confident that no liability will be devolve on the Company.

Bills discounted with banks 449.67 -

(o) The Company earns interest income on funds lend to various parties. The Company contends that such interest income are earned from existing and potential business associates and whereby concluded that such interest income has arisen from the Company''s business activities and can be netted off with the total interest expenditure which are incurred for business purposes while computing the deduction as per the provisions of section 80IAB of the Income Tax Act, 1961. The Company has been assessed on similar basis by the income tax authorities in respect of assessment years up to 2011-12 based on order of CIT (Appeals). The income tax authorities have filed appeal with Income Tax Appellate Tribunal in the matter as regards netting off interest income with interest expenditure.

Considering the representation of facts in the matter made by the Company, CIT (Appeals) order upholding the claims of the Company for the earlier years, and based on the expert''s advice, the management does not expect the tax liabilities to crystallise on certain interest income earned during financials year 2012-13, 2013-14 and 2014-15 and hence no provision is made in the books of account against such interest income. Based on this the Company has accounted higher Minimum Alternate Tax (''MAT'') credit of Rs. 136.96 crores during the year (including Rs 59 crores in respect of earlier years).

(p) The Company had initiated and recorded the divestment of its entire equity holding in Adani Abbot Point Terminal Holdings Pty Ltd ("AAPTHPL") and entire Redeemable Preference Shares holding in Mundra Port Pty Ltd ("MPPL") representing Australia Abbot Point Port operations to Abbot Point Port Holdings Pte Ltd, Singapore during the year ended March 31, 2013. The sale of securities transaction was recorded as per Share Purchase Agreement (''SPA'') entered on March 30, 2013 with a condition to have regulatory and lenders approvals. The Company has all the approvals except in respect of approval from one of the lenders who has given specific line of credit to MPPL. The Company received entire sale consideration except AUD 17.17 Million as on reporting date. The Company also has outstanding corporate guarantee to lender of USD 800 million against line of credit to MPPL, which is still outstanding and has also pledged its entire equity holding of 1,000 equity shares of AUD 1 each in MPPL at the reporting date in favour of lender. Outstanding loan against said corporate guarantee as on March 31,2015 is USD 487.00 million.

During previous year, the Company has received corporate guarantee (''Deed of Indemnity'') against above outstanding corporate guarantee from Abbot Point Port Holding Pte Ltd, Singapore.

30. The following are the details of loans and advances in the nature of loans given to subsidiaries, associates and other entities in which directors are interested in terms of clause 32 of listing agreement.

Note :

All loans are given on interest free basis except loan to Adani Agri Fresh Limited, Adani Power Limited, Adani Logistics Limited (part of the loan), Adani Enterprises Limited, The Dhamra Port Company Limited, Adani Kandla Bulk Terminal Private Limited, Adani Petronet (Dahej) Port Private Limited and Chemoil Adani Private Limited.

31. The Company has entered into preliminary agreement with one of the party for development and maintenance of Liquefied Natural Gas (LNG) infrastructure facilities at Mundra (Mundra LNG Project) vide agreement dated September 30, 2014. The Company and the party are in the process of concluding a definitive agreement for Mundra LNG Project relating to development and lease of infrastructure facilities (including lease of land). Pending conclusion of definitive agreement, the Company has recognised project service revenue of Rs 200 crore towards land reclamation based on the activities completed and land being made available to the party for setting up the project facilities. The cost of service is expensed in statement of Profit and loss. The possible adjustments, if any, will be accounted later on execution of definitive agreement although the management does not expect any further adjustment.

32. The Company had received a show cause notice from Ministry of Environment and Forest ("MoEF") during the previous year wherein, the Company was asked to meet certain condition and compliance thereof. The Company had filed its reply to the aforesaid show cause notice and is confident of having no liability in the matter. Subsequently, the Company has received environment & CRZ clearance for multi - product SEZ at Mundra from MoEF vide their order dated July 15, 2014. Also, the management is confident of recovery of certain receivables from customers which remained overdue as at year end on account of pending environment clearance.

33. The board of directors of Adani Ports and Special Economic Zone Ltd. ("APSEZ") in their meeting held on January 30, 2015, approved the composite scheme of arrangement for demerger of the diversified businesses of its parent company, Adani Enterprises Limited ("AEL"), involving 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 APSEZ. As per the scheme, the shareholding of AEL in APSEZ shall be cancelled once being made effective and APSEZ shall issue new equity Shares to the equity shareholders of AEL in the ratio of 14,123 Equity Shares in APSEZ for every 10,000 equity shares held by such equity shareholder of AEL in AEL as of the "Record Date" to be determined for the purpose of the scheme. The appointed date of the scheme, being the date on which the Port undertaking shall vest in the APSEZ, has been fixed as April 01,2015.

During the year, the Company had received the approval of Bombay Stock Exchange (India) Limited and the National Stock Exchange of India Limited for the composite scheme. The shareholders of the Company have approved the above Composite Scheme of Arrangement by Postal Ballot and Court Convened Meeting on April 19, 2015 and April 20, 2015 respectively. The said scheme is subject to the approval of Hon''ble High court of Gujarat and such other regulatory and statutory approvals as may be required.

34. In terms of approval of Board of Trustees of Kandla Port Trust dated July 19, 2014 regarding change of shareholding pattern ("Ownership structure") of Adani Kandla Bulk Terminal Private Limited ("AKBTPL") (a subsidiary of the Company ) from 51:49 to 74:26 between the Company and Adani Enterprise Limited, an addendum to the Concession Agreement has been executed with Kandla Port Trust on August 22, 2014 giving effect of the changed shareholding. The related equity contribution due to change in shareholding was effected on December 26, 2014.

Further, the Company has entered into agreement on December 20, 2014 with AKBTPL whereby interest free loan of Rs 879.12 crore paid by the Company to AKBTPL over the period since June 28, 2013 has been converted into interest bearing loan as the Company has received approval from Kandla Port Trust to have 74% equity share holding in AKBTPL. Company has accounted interest income of Rs 96.84 crore in the books of account including interest of Rs 13.66 crore relating to period prior to March 31, 2014.

35. Interest in a joint venture

The company holds 50% interest in Adani International Container Terminal Private Limited and Adani CMA Mundra Terminal Private Limited, respectively, jointly controlled entities.


Mar 31, 2014

1. Corporate information

Adani Ports and Special Economic Zone Limited (''the Company'', ''APSEZL'') is in the business of development, operations and maintenance of port infrastructure has linked multi product Special Economic Zone (SEZ) and related infrastructure contiguous to Mundra port. The initial port infrastructure facilities at Mundra including expansion thereof through development of additional terminals and south port infrastructure facilities are developed pursuant to the concession agreement with Government of Gujarat (GoG) and Gujarat Maritime Board (GMB) for 30 years period effective from February 17, 2001. The Company has expanded port infrastructure facilities through approved supplementary concession agreement (pending to be concluded) which will be effective till the year 2040, whereby port infrastructure has been developed at Wandh, Mundra to handle coal cargo. The said agreement is in the process of getting signed with GoG and GMB as at the year end although the part of the Coal terminal at Wandh is recognised as commercially operational w.e.f. February 1, 2011. The Container terminal facilities (CT-1) initially developed by the Company was transferred under sub- concession agreement between Mundra International Container Terminal Limited (MICTL) (erstwhile Adani Container (Mundra)Terminals Limited) and APSEZL entered into, on January 7, 2003 wherein APSEZL has given rights to MICTL to handle the container cargo for a period of 28 years i.e. up to February 17, 2031. Similarly container facilities developed as South Port (CT-3) has been leased under approved sub concession agreement dated October 17, 2011 to (50:50) joint venture Company Adani International Container Terminal Private Limited (AICTPL) as per co-termination with main concession agreement with GMB.The sub-concession agreement is pending to be concluded with GMB. The Multi Product Special Economic Zone at Mundra and surrounding areas is developed by the Company as per approval of Government of India vide their letter no. F-2/11/2003/EPZ dated April 12, 2006 as amended from time to time till date. The Company has also taken approval of Ministry of Commerce and Industry to set up Free Trade and Warehousing Zone vide letter no. F.1/16/2011-SEZ dated March 26, 2012. During the year, the Company has applied to Ministry of Commerce and Industry for further notification of 1856 hectares of land as a Multi Product Special Economic Zone.

2. Basis of Preparation

The financial statements of the company have been prepared in accordance with generally accepted accounting principles in India (Indian GAAP). The company has prepared these financial statements to comply in all material respects with the accounting standards notified under the Companies (Accounting Standards) Rules, 2006, (as amended), the provisions of the Companies Act, 2013 (to the extent notified) read with general Circular 08/2014 dated April 04, 2014 issued by Ministry of Corporate Affairs and the relevant provisions of the Companies Act, 1956 (to the extent applicable). The financial statements have been prepared on an accrual basis under the historical cost convention. The accounting policies adopted in the preparation of financial statements are consistent with those of previous year .

3. Segment Information

The Company is primarily engaged in one business segment, namely developing, operating and maintaining the Port and Port based related infrastructure services including Multi product Special Economic Zone in accordance with Accounting Standard (AS) 17 on Segment Reporting notified under the Companies (Accounting Standard) Rule 2006 (as amended). There being no business outside India, the entire business has been considered as single geographic segment.

4. Related Party Disclosures

The Management has identified the following entities and individuals as related parties of the Company for the year ended March 31, 2014 for the purposes of reporting as per Accounting Standard (AS) 18 – Related Party Transactions, which are as under:

A. Related parties where control exists.

Holding Company Adani Enterprises Ltd.

Subsidiary Companies

Mundra SEZ Textile and Apparel Park Pvt. Ltd.

MPSEZ Utilities Pvt. Ltd.

Rajasthan SEZ Pvt. Ltd. (upto February 9, 2013)

Adani Logistics Ltd.

Karnavati Aviation Pvt. Ltd.

Adani Murmugao Port Terminal Pvt. Ltd.

Mundra International Airport Pvt. Ltd.

Adani Hazira Port Pvt. Ltd.

Adani Petronet (Dahej) Port Pvt. Ltd.

Adani Vizag Coal Terminal Pvt. Ltd.

Adani Kandla Bulk Terminal Pvt. Ltd.

Adani Warehousing Service Pvt. Ltd.

Adani Ennore Container Terminal Pvt. Ltd.* (18/02/2014)

Adani Hospitals Mundra Pvt. Ltd.* (01/11/2013)

Entity held through Controlling Interest

Adinath Polyfills Pvt. Ltd.

Step down Subsidiary

Hazira Infrastructure Pvt. Ltd. Hazira Road Infrastructure Pvt. Ltd.

B. Related parties with whom transaction have been taken place during the year.

Joint Venture Adani International Container Terminal Pvt. Ltd.

Associate Dholera Infrastructure Pvt. Ltd.

Fellow Subsidiary

Adani Power Ltd.

Adani Power Dahej Ltd.

Adani Mining Pvt. Ltd.

Adani Gas Ltd.

Chemoil Adani Pvt. Ltd.

Adani Global FZE, Dubai.

Adani Infra (India) Ltd.

Adani Power Rajasthan Ltd.

Adani Welspun Exploration Ltd.

Kutchh Power Generation Ltd.

Adani Agri Fresh Ltd.

Adani Power Maharashtra Ltd.

Adani Mundra SEZ Infrastructure Pvt. Ltd.

Adani Properties Pvt. Ltd.

Key Management Personnel

Mr. Gautam S. Adani, Chairman and Managing Director Mr. Rajeeva Ranjan Sinha, Whole time Director Dr. Malay R. Mahadevia, Whole time Director

Relative of Key Management Personnel

Mr. Rajesh S. Adani, Director

Entities over which Key Management Personnel, Directors and their relatives are able to exercise Significant Influence

Gujarat Adani Institute of Medical Science

Adani Wilmar Ltd.

Shanti Builders

Adani Foundation

Dholera Port and Special Economic Zone Ltd.

Mundra Port Pty Ltd., Australia

Adani Abbot Point Terminal Pty Ltd, Australia

Abbott Point Port Holdings Pte Ltd, Singapore

* These entities have been incorporated/formed during the year.

Aggregate of transactions for the year ended with these parties have been given below.

Sub Notes:

1 The names of the related parties and nature of the relationships where control exists are disclosed irrespective of whether or not there have been transactions between the related parties. For others, the names and the nature of relationships is disclosed only when the transactions are entered into by the Company with the related parties during the existence of the related party relationship.

2 Pass through transaction payable relating to railway freight, water front charges and other payable to third parties have not been considered for the purpose of related party disclosure.

3 For the purpose of comparison, the previous year''s transactions have been re-classified in the current year

5. The Company has been availing benefit u/s 80IAB of the Income Tax Act, 1961 on the taxable income. In view of the amendment in Income Tax Act, 1961 w.e.f. April 1, 2011 by Finance Act 2011, the Company is liable to pay Minimum Alternate Tax (MAT) on income from the financial year 2011-12. Based on the amendment, the Company has made provision of Rs. 463.63 crore (previous year Rs. 377.36 crore) for current taxation based on its book profit for the financial year 2013-14 and considered credit for MAT of Rs. 387.37 crore (previous year Rs. 365.58 crore) as the management believes, it has convincing evidence in the nature of strategic volumes of cargo available with the Company and higher depreciation charge for accounting purposes than the depreciation for income tax purposes in the future period, thereby, the MAT credit will be utilized post tax holiday period.

6. During the year Company transferred Container Terminal Infrastructure Assets (earlier included as "Fixed assets held for sale") to Adani International Container Terminal Private Limited (AICTPL ), a (50:50) joint venture entity between Company and Mundi Limited on approval of government and regulatory authorities under the approved sub-concession agreement by Gujarat Maritime Board (GMB) w.e.f. July 1, 2013. The income from sale /sub-lease of core port assets i.e. port container infrastructure, upfront infrastructure development fee and proportionate portion of deferred usages charges aggregating to Rs. 890.92 crore are included in revenue from operations and corresponding related costs are shown under head "Operating Expenses". The value of port equipments and other miscellaneous assets related to port terminal sold to AICTPL is netted against the cost in the financial statement as such assets were being acquiared specifically for AICTPL and transferred on cost basis . The value of such asset is Rs. 597.67 crore . The details of assets included as "Fixed assets held for sales" is as follows.

7. Capital Commitments and Other Commitments Capital Commitments

Other Commitments

a) The port projects of subsidiary companies viz. Adani Hazira Port Private Limited, Adani Petronet (Dahej) Port Private Limited, Adani Murmugao Port Terminal Private Limited and Adani Vizag Coal Terminal Private Limited has been funded through various credit facility agreements with banks. Against the said facilities availed by the subsidiary companies from the banks, the Company has executed a Sponsor Undertaking and Pledge Agreement whereby 51% of the holding would be retained by the Company at all points of time and of which 30% holding is pledged (except in case of AICTPL where the company has pledged 1,64,59,755 equity shares (equivalent to 5.31 %) and balance share are in process of being pledged) and for the balance 21% holding, the Company has given a non-disposal undertaking to the lenders of respective subsidiary companies.

b) In terms of arrangement with Adani Enterprises Limited, the holding company, the Company has proposed to purchase equity share and consequential economic interest /ownership rights there under in respect of some of the companies where equity shares are also held by holding company. The Company is in the process of obtaining regulatory approvals to get the share transferred in it''s own name . In the meantime, the Company has advances unsecured loans to these companies as promoter''s contribution for funding the ongoing projects.

c) An agreement has been entered between Adani Petronet (Dahej) Port Private Limited (APDPPL - subsidiary company), Adani Power Limited (fellow subsidiary), Adani Enterprises Limited (holding company), Adani Power Dahej Limited (fellow subsidiary) and the Company, wherein Adani Power Dahej Limited has agreed to transfer under suitable arrangements, certain assets to APDPPL. Based on the agreement, the Company has given Rs. 248.00 crore as an capital advance to Adani Power Limited. The transaction is recorded as capital advance in the books of accounts. As per agreement, the transaction is expected to consummate by March 31, 2015.

d) The Company has entered into an agreement / MOU with a party to purchase or lease corporate office space of 5 lacs square feets. The Company has given deposit of Rs. 250.00 crore as per the agreement / MOU to secure its rights.

8. Contingent Liabilities not provided for (Rs. In Crore)

Sr. Particulars As at As at No. March 31, 2014 March 31, 2013

a. Corporate Guarantees given to banks and financial institutions 787.77 578.04 against credit facilities availed by the subsidiaries - Amount outstanding there against Rs. 727.09 crore (previous year Rs. 195.19 crore)

b. Corporate Guarantee given to Bank for credit facility availed by (Refer note 40) 4,342.80 erstwhile subsidiary company, Mundra Port Pty Limited, Australia. (Amount outstanding there against Rs. 4,793.20 crore (previous year Rs. 4,342.80 crore)

c. Bank Guarantees and Letter of Credit outstanding against credit 538.99 645.35 facilities availed by the subsidiaries

d. Bank Guarantees given to government authorities and bank (also 121.68 77.02 includes DSRA bank guarantees given to Bank on behalf of subsidiaries and erstwhile subsidiaries.

e. Civil suits filed by the Customers for recovery of damages caused 30.49 30.49 to machinery in earthquake Rs. 0.37 crore (previous year Rs. 0.37 crore), to cargo stored in Company''s godown Rs. 0.94 crore (previous year Rs. 0.94 crore), loss due to mis-handling of wheat cargo Rs. 6.20 crore (previous year Rs. 6.20 crore) and loss due to non-performance of dredging contract Rs. 22.98 crore (previous year Rs. 22.98). The said civil suits are currently pending with various Civil Courts in Gujarat. The management is reasonably confident that no liability will devolve on the Company in this regard and hence no provision is made in the books of accounts towards these suits.

f. The Company received show cause notices from the Custom 0.46 0.46 Authorities for import of various Cargos at Port Rs. 0.46 crore (previous year Rs. 0.46 crore). The Customs cases are currently pending with, Assistant Commissioner of Customs, Mundra (Rs. 0.14 crore), Customs, Excise and Service Tax Appellate Tribunal, Mumbai (Rs. 0.27 crore) and Addl. Director General, DRI (Rs. 0.05 crore) respectively. The Company has given deposit of Rs. 0.05 crore (previous year Rs. 0.05 crore) against the demand. The management is reasonably confident that no liability will devolve on the Company and hence no liability has been recognised in the books of accounts.

g. Deputy Commissioner of Customs, Mundra and Assistant 0.25 0.25 Commissioner of Customs, Mumbai have held that the Company wrongly availed duty benefit exemption under DFCEC Scheme on import of equipment and demanded duty payment of Rs. 0.25 crore (previous year Rs. 0.25 crore). The Company has filed its reply to the show cause notice with Deputy Commissioner of Customs, Mundra and Commissioner of Customs, Mumbai against order in original. The management is of view that no liability shall arise on the Company.

h. Various show cause notices received from Commissioner/ 73.20 69.19 Additional Commissioner/ Joint Commissioner / Deputy Commissioner of Customs and Central Excise, Rajkot and Commissioner of Service Tax, Ahmedabad, for wrongly availing of Cenvat credit/ Service tax credit and Education Cess credit on input services and steel, cement and other misc. fixed assets during financial year 2006-07 to 2013-14. The Excise department has demanded recovery of the duty along with penalty and interest thereon. The Company has given deposit of Rs. 4.50 crore (previous year: Rs. 4.50 crore) against the demand. The matters are pending before High Court of Gujarat, Commissioner of Central Excise (Appeals), Rajkot and Commissioner of Service Tax, Ahmedabad. The Company has taken an external opinion in the matter based on which the management is of the view that no liability shall arise on the Company.

I. Show cause notices received from Commissioner of Customs and 6.90 6.90 Central Excise, Rajkot in respect of levy of service tax on various services provided by the Company and wrong availment of CENVAT credit by the Company during financial year 2009-10 to 2011-12. The matter is currently pending at High Court of Gujarat Rs. 6.72 crore (previous year Rs. 6.72 crore); and Customs, Excise and Service Tax Appellate Tribunal, Ahmedabad Rs. 0.15 crore (previous year Rs. 0.15 crore) and Commissioner of Service Tax Ahmedabad Rs. 0.02 crore (previous year Rs. 0.02 crore). The Company has taken an external opinion in the matter based on which the management is of the view that no liability shall arise on the Company.

j. Commissioner of Customs, Ahmedabad has demanded vide letter 2.00 2.00 no.4/Comm./SIIB/2009 dated 25/11/2009 for recovery of penalty in connection with import of Air Craft which is owned by Karnavati Aviation Private Limited (Formerly Gujarat Adani Aviation Private Limited.), subsidiary of the Company. Company has filed an appeal before the Customs, Excise and Service Tax Appellate Tribunal against the demand order, the management is reasonably confident that no liability will devolve on the Company and hence no liability has been recognized in the books of account.

k. Company has imported Tamping Machine & Spare parts system 2.95 - Plasser Theurer duty free under the EPCG Scheme for which an export obligation of Rs. 17.73 crore that is equivalent to 6 times of duty saved of Rs. 2.95 crore. The export obligation has to be completed by F.Y. 2019-20.

l. During the year the Company has received order from Addl. 52.01 - Commissioner of Income Tax and Dy. Commissioner of Income tax for recovery of income tax of Rs. 33.27 crore and interest of Rs. 18.74 crore for assessment years 2009-10, 2010-11 and 2011-12.The management is reasonably confident that no liability will be devolve on the Company.

9. During the previous year, the Company had initiated and recorded the divestment of its entire equity holding in Adani Abbot Point Terminal Holdings Pty Limited (AAPTHPL) and entire Redeemable Preference Shares holding in Mundra Port Pty Ltd (MPPL) representing Australia Abbot Point operations to Abbot Point Port Holdings Pte Ltd, Singapore. The Company entered Share Purchase Agreement (''SPA'') on March 30, 2013 to sell its holding in AAPTHPL and MPPL. In terms of the SPA the conditionality as regards regulatory and lenders approvals were obtained except in respect of approval from one of the lenders who have given specific line of credit to MPPL. The Company has also extended a corporate guarantee of USD 800 million against this line of credit to MPPL, which is outstanding as at the year end and the Company has pledged its entire equity holding of 1,000 equity shares of AUD 1 each at the reporting date in favour of lender.

During the year the Company has received corporate guarantee (''Deed of Indemnity'') against this outstanding corporate guarantee from Abbot Point Port Holding Pte Limited, Singapore.

10. During the year, the Company had received a show cause notice from Ministry of Environment and Forest. The Company has filed its reply to the aforesaid show cause notice and is confident of having no liability in the matter. Also, the management is confident of recovery of certain receivables from customers which remained overdue as at year end on account of the pending environment clearances.

11. Interest in a joint venture

The company holds 50% interest in Adani International Container Terminal Private Limited, a joint controlled entity which is developing container terminal and associated facility.

The company''s share of the assets, liabilities, income and expenses of the jointly controlled entity for the year ended March 31, 2014

12. previous year figures

previous year''s figures have been regrouped wherever necessary to conform to this year''s classification.


Mar 31, 2013

1. Corporate information

Adani Ports and Special Economic Zone Limited (''the Company'', ''APSEZL'') (formerly known as Mundra Port and Special Economic Zone Ltd.) is in the business of development, operations and maintenance of port infrastructure and linked multi product SEZ and related infrastructure contiguous to Mundra port. The initial port infrastructure facilities at Mundra including expansion thereof through development of additional terminals and south port infrastructure facilities are developed pursuant to the concession agreement with the Government of Gujarat (GoG) and Gujarat Maritime Board (GMB) for 30 years effective from February 17, 2001. The Company has expanded port infrastructure facilities through proposed supplementary concession agreement, which will be effective till 2040, for coal terminal at Wandh, Mundra with the right and authority to develop, design, finance, construct, operate and maintain the port and related infrastructure. The said agreement is in the process of getting signed with GoG and GMB as at the year end although the part of the Coal terminal at Wandh is recognised as commercially operational w.e.f. February 1, 2011.

The Container terminal facilities (CT-1) initially developed by the Company was transferred under sub- concession agreement between Mundra International Container Terminal Limited (MICTL) (erstwhile Adani Container Terminal Limited) and APSEZL entered into, on January 7, 2003 wherein APSEZL has given rights to MICTL to handle the container cargo for a period of 28 years i.e. up to February 17, 2031. For the new container facilities developed as South Port (CT-3) has been agreed to be transferred to Adani International Container Terminal Private Limited (AICTPL).

The Multi Product Special Economic Zone at Mundra and surrounding areas is developed by the Company as per approval of the Government of India vide their letter no. F-2/11/2003/EPZ dated April 12, 2006 as amended from time to time till date. The Company has also taken approval of Ministry of Commerce and Industry to set up Free Trade and Warehousing Zone vide letter no. F.1/16/2011-SEZ dated March 26, 2012.

2. Basis of Preparation

The financial statements of the company have been prepared in accordance with generally accepted accounting principles in India (Indian GAAP). The company has prepared these financial statements to comply in all material respects with the accounting standards notified under the Companies (Accounting Standards) Rules, 2006, (as amended) and the relevant provisions of the Companies Act, 1956. The financial statements have been prepared on an accrual basis under the historical cost convention. The accounting policies have been consistently applied by the Company.

3. Details of employee benefits

1. The company has recognised, in the statement of profit and loss for the current year, an amount of Rs. 3.81 crores (Previous Year Rs. 3.56 crores) as expenses under the following defined contribution plan.

2. The Company has a defined gratuity plan. Every employee gets a gratuity on departure at 15 days salary (last drawn basic salary) for each completed year of service. The scheme is funded with Life Insurance Corporation of India (LIC) in the form of a qualifying insurance policy.

The following tables summarise the components of net benefit expense recognised in the statement of profit and loss and the funded status and amounts recognised in the balance sheet for the respective plans.

4. Segment Information

The Company is primarily engaged in the business of developing, operating and maintaining the Port and Port based related infrastructure facilities including Multi product Special Economic Zone. The entire business has been considered as a single segment in terms of Accounting Standard (AS) 17 on Segment Reporting notified under the Companies (Accounting Standard) Rule 2006 (as amended). There being no business outside India, the entire business has been considered as single geographic segment.

5. Related Party Disclosures

The Management has identified the following entities and individuals as related parties of the Company for the year ended March 31, 2013 for the purposes of reporting as per Accounting Standard (AS) 18 - Related Party Disclosures notified under the Companies (Accounting Standard) Rule 2006 (as amended), which are as under:

Holding Company Adani Enterprises Ltd.

Subsidiary Companies Mundra SEZ Textile and Apparel Park Pvt. Ltd.

MPSEZ Utilities Pvt. Ltd.

Rajasthan SEZ Pvt. Ltd. (upto February 9, 2013)

Adani Logistics Ltd.

Karnavati Aviation Pvt. Ltd.

Adani Murmugao Port Terminal Pvt. Ltd.

Mundra International Airport Pvt. Ltd.

Adani Hazira Port Pvt. Ltd.

Adani Petronet (Dahej) Port Pvt. Ltd.

Adani Vizag Coal Terminal Pvt. Ltd.

Adani Kandla Bulk Terminal Pvt. Ltd.

Mundra Port Pty Ltd. (upto March 30, 2013)

Adani Abbot Point Terminal Holdings Pty Ltd. (upto March 30, 2013)

Adani Warehousing Service Pvt. Ltd. [w.e.f. April 19, 2012]*

Entity held through Controlling Interest

Adinath Polyfills Pvt. Ltd.

Joint Venture Adani International Container Terminal Pvt. Ltd.

Associate Dholera Infrastructure Pvt. Ltd.

Step down Subsidiary Hazira Infrastructure Pvt. Ltd.

Hazira Road Infrastructure Pvt. Ltd.

Mundra Port Holdings Trust (trust entity) (upto March 30, 2013) Mundra Port Holdings Pty Ltd. (upto March 30, 2013)

Adani Abbot Point Terminal Pty Ltd. (upto March 30, 2013)

Fellow Subsidiary Adani Power Ltd.

Adani Agri Logistics Ltd.

Adani Power Dahej Ltd.

Adani Gas Ltd.

Chemoil Adani Pvt. Ltd.

Adani Global FZE, Dubai.

Adani Global Pte Ltd.

Adani Infra (India) Ltd.

Adani Power Rajasthan Ltd.

Adani Welspun Exploration Ltd.

Kutchh Power Generation Ltd.

Adani Agri Fresh Ltd.

Adani Energy Ltd.

Mundra LNG Ltd.

Adani Power Maharashtra Ltd.

Adani Mundra SEZ Infrastructure Pvt. Ltd. (upto June 29, 2012)

Adani Agro Pvt. Ltd. (upto June 29, 2012)

Adani Properties Pvt. Ltd. (upto June 29, 2012)

Key Management Personnel Mr. Gautam S. Adani, Chairman and Managing Director

Mr. Rajeeva Ranjan Sinha, Whole time Director

Dr. Malay R. Mahadevia, Whole time Director

6. Information required to be furnished as per Section 22 of the Micro, Small and Medium Enterprises Development Act, 2006 (MSMED Act) for the year ended March 31, 2013. This information has been determined to the extent such parties have been identified on the basis of information available with the Company.

7. The Company has been availing benefit u/s 80IAB of the Income Tax Act, 1961 on the taxable income. In view of the amendment in Income Tax Act, 1961 w.e.f. April 1, 2011 by Finance Act 2011, the Company is liable to pay Minimum Alternate Tax (MAT) on income from the financial year 2011-12. Based on the amendment, the Company has made provision of Rs. 377.36 crores (Previous year Rs. 254.33 crores) for current taxation based on its book profit for the financial year 2012-13 and considered credit for MAT of Rs. 365.58 crores (Previous year Rs. 242.17 crores) as the management believes, it has convincing evidence in the nature of strategic volumes of cargo available with the Company and higher depreciation charge for accounting purposes than the depreciation for income tax purposes in the future period, thereby, the MAT credit will be utilized post tax holiday period.

8. Fixed assets held for sale represent new container terminal at Mundra (CT-3), pending transfer to Adani International Container Terminal Private Limited (AICTPL), a Joint Venture entity between the Company and Global Terminal Limited. The container terminal will get transferred to AICTPL on receiving the necessary regulatory approvals from the government authorities. Further till the time the asset are transfer to AICTPL, the company continues to operate the asset.

9. Capital Commitments and Other Commitments

Capital Commitments (Rs. In Crores)

Particulars As at As at March 31, 2013 March 31, 2012

Estimated amount of contracts (Net of advances) remaining to be 233.05 661.02 executed on capital account and not provided for

Other Commitments

a) The port projects of subsidiary companies viz. Adani Hazira Port Private Limited, Adani Petronet (Dahej) Port Private Limited and Adani Murmugao Port Terminal Private Limited has been funded through various credit facility agreements with banks. Against the said facilities availed by the subsidiary companies from the banks, the Company has executed a Sponsor Undertaking and Pledge Agreement whereby 51% of the holding would be retained by the Company at all points of time of which 30% holding is pledged and for the balance 21% holding, the Company has given a non-disposal undertaking to the lenders of respective subsidiary companies.

b) As per terms of sanction of US$ 800 millions facility by State Bank of India (SBI) to Mundra Port Pty Limited (MPPL), an entity in which company remain invested through 1000 Equity Share of AUD 1 each at the reporting date. The Company has pledged its Equity holding in MPPL in favour of SBI. (Also Refer Note 40)

c) The Company has entered into an "Equity Subscription Agreement" to contribute equity in Mundra Port Pty Limited (MPPL), in which company has transferred substantial voting right to promoter entity during the year, for meeting capital expenditure requirements of Abbot Point Terminal assets, as and when required. In order to ensure timely subscription to equity, the bankers to the MPPL had required a stand by letter of credit facility. Accordingly, APSEZL procured stand by letter of credit from Standard Chartered Bank and State Bank of India, which in-turn is backed by a corporate guarantee issued by the Company in favor of Standard Chartered Bank and State Bank of India amounting to AUD 22.03 millions and USD 800.00 millions respectively. As at March 31, 2013, MPPL has availed loan of USD 800.00 millions from State Bank of India but no financing facility has been availed from Standard Chartered Bank.

10. During the year, the Company had initiated and recorded the divestment of its entire equity holding in Adani Abbot Point Terminal Holdings Pty Limited (AAPTHPL) and entire Redeemable Preference Shares holding in Mundra Port Pty Ltd (MPPL) representing Australia Abbot Point operations to promoter Company, Abbot Point Port Holdings Pte Ltd, Singapore for consideration of AUD 235.71 millions. The Company entered Share Purchase Agreement (''SPA'') on March 30, 2013 to sell its holdings in AAPTHPL and MPPL. In terms of the SPA the conditionality as regards regulatory and lenders approvals was obtained except in respect of approval from one of the lenders who have given specific line of credit to MPPL, which the Company is following up with the lender and is confident of obtaining the same.

The Company, based on the legal counsel opinion, concluded that on the date of signing of SPA, AAPTHPL and MPPL cease to be subsidiaries of the Company w.e.f. March 31, 2013. The Company has accounted income of Rs. 70.01 crores against the sale of said investment which is included under the head "Other Income".

11. During the year, the Company has applied to Ministry of Commerce, SEZ Division for re-notification of 1840 hectare of land which was earlier denotified by the authorities, for the technical reasons.

12. Interest in a joint venture

The company holds 50% interest in Adani International Container Terminal Private Limited, a joint controlled entity which is developing container terminal and associated facility.

The company''s share of the assets, liabilities, income and expenses of the jointly controlled entity for the year ended March 31, 2013

13. Previous year figures

Previous year''s figures have been regrouped wherever necessary to conform to this year''s classification.


Mar 31, 2012

1 Corporate information

Adani Ports and Special Economic Zone Limited ('the Company', 'APSEZL!) (formerly known as Mundra Port and Special Economic Zone Limited) is in the business of development, operations and maintenance of multi product SEZ and related infrastructure. The initial port infrastructure facilities including expansion thereof through development of additional berths and south port infrastructure facilities are developed pursuant to the concession agreement with Government of Gujarat (GoG) and Gujarat Maritime Board (GMB) for 30 years effective from February 17, 2001. The Company is doing expansion of port infrastructure facilities through proposed supplementary concession agreement, which will be effective till 2040, for coal terminal at Wandh, Mundra with the right and authority to develop, design, finance, construct, operate and maintain the port and related infrastructure. The said agreement is in the process of getting signed with GoG and GMB as at the year end although the part of the coal terminal at Wandh is recognized as commercially operational w.e.f. February 1, 2011.

Part of the port facilities initially developed by the Company was transferred under sub-concession agreement between Mundra International Container Terminal Limited (MICTL) (erstwhile Adani Container Terminal Limited) and APSEZL entered into, on January 7, 2003 wherein APSEZL has given rights to MICTL to handle the container cargo for a period of 28 years i.e. up to February 17, 2031.

The Company is developer of Multi Product Special Economic Zone at Mundra and surrounding areas as per approval of Government of India vide their letter no. F-2/11/2003/EPZ dated April 12, 2006 as amended from time to time till date.

2 Basis of Preparation

The financial statements of the company have been prepared in accordance with generally accepted accounting principles in India (Indian GAAP). The company has prepared these financial statements to comply in all material respects with the accounting standards notified under the Companies (Accounting Standards) Rules, 2006, (as amended) and the relevant provisions of the Companies Act, 1956. The financial statements have been prepared under the historical cost convention on an accrual basis. The accounting policies have been consistently applied by the Company.

a. Terms/rights attached to equity shares

The company has only one class of equity shares having a par value of Rs 2 per share. Each holder of equity shares is entitled to one vote per share. The company declares and pays dividends in Indian rupees. The final dividend recommended by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting.

For the current financial year 2011-12, the Company declared and paid an Interim dividend of Rs 0.30 per share and proposed a final dividend of Rs 0.70 per share. (For the previous financial year two interim dividends of Rs 0.40 per share and Rs 0.50 per share were declared and paid in 2010-11 and 2011-12 respectively).

b. Terms of Non-cumulative redeemable preference shares

The Company has 28,11,037 outstanding 0.01% Non-Cumulative Redeemable Preference Shares ('NCRPS') of Rs 10 each issued at a premium of Rs 990 per share. Each holder of preference shares has a right to vote only on resolutions placed before the company which directly affects the right attached to his preference shares. These shares are redeemable on March 28, 2024 at an aggregate premium of Rs 27,829.27 lacs. The Company credits the redemption premium on proportionate basis every year to Preference Share Capital Redemption Premium Reserve and debits the same to Securities Premium Account as permitted by Section 78 of the Companies Act, 1956.

In the event of liquidation of the company the holder of NCRPS will have priority over equity shares in the payment of dividend and repayment of capital.

1. Debentures include Secured Non-Convertible Redeemable Debentures amounting to Rs42,500.00 lacs (Previous Year Rs85,000.00 lacs) are secured by first Pari-passu charge on all the immovable and movable assets of Container Terminal - II, Terminal -II and Multipurpose Terminal (MPT).

2. Debentures include Secured Non-Convertible Redeemable Debentures aggregating to Rs4,630.12 lacs (Previous Year Rs13,310.33 lacs) are secured by exclusive mortgage and charge on entire Single Point Mooring (SPM) facilities and the first charge over receivables from Indian Oil Corporation Limited.

3. Foreign currency term loan from banks aggregating to Rs 192.99 lacs (Previous Year Rs 9,143.55 lacs) carries interest @ 6M Libor plus 62.5 bps which are repayable on maturity in 2012-13. The same are secured by exclusive charge on the Cranes.

Further, of the above loan, Rs Nil (Previous year Rs 8,638.23 lacs) were further secured by pari-passu second charge on the entire fixed assets of the company over which the first security is created in favour of existing lenders.

4. Foreign currency term loan from banks aggregating to Rs 15,142.32 lacs (Previous Year loan from banks Rs 14,538.04 lacs; Suppliers bills accepted under foreign currency letters of credit Rs 6,188.49 lacs) carries interest @ 6M Libor plus basis point in range of 165 to 315. The same are repayable in 10 semiannual instalments of approx Rs 1,514.23 lacs from the balance sheet date and are secured by exclusive charge on the Dredgers.

5. Foreign currency term loan from banks aggregating to Rs 8,922.55 lacs (Previous Year Rs 9,967.54 lacs) carries interest @ 6M Euribor plus 140 bps. Further, out of the above loan Rs 2,896.01 lacs is repayable in 9 semiannual instalments of Rs 321.78 lacs; Rs 2,945.96 lacs is repayable in 10 semiannual instalment of Rs 294.60 lacs and balance Rs 3,080.58 lacs is repayable in 10 semiannual instalments of Rs 308.06 lacs from the balance sheet date. The same are secured by exclusive charge on the Dredgers.

6. Foreign currency term loan from banks aggregating to Rs 26,873.09 lacs (Previous year Rs NIL) carries interest @ 6M Euribor plus 95 bps. The same are repayable in 20 semiannual instalments of approx. Rs 1,343.65 lacs from the date of balance sheet and are secured by exclusive charge on the Dredgers.

7. Foreign Currency term loan from banks aggregating to Rs6,330.62 lacs (Previous Year Rs6,630.53 lacs) carries interest @ 6M LIBOR plus 225 basis point. The same are secured by exclusive charge on the dredgers and is further secured by way of second pari passu charge on the entire movable and immovable fixed assets pertaining to Multi Purpose Terminal, Terminal II, Container Terminal II and SPM projects assets.

8. Foreign currency term loan from banks aggregating to Rs14,860.87 lacs (Previous Year Rs Nil) carries interest @ 6M Euribor plus 75 bps. The same are repayable in 20 semi annually instalments of Rs 743.04 lacs (Previous Year Rs Nil) from the balance sheet date and are secured by exclusive charge on the Cranes purchased under the facility.

9. Foreign Currency term loan from banks aggregating to Rs 1,68,816.45 lacs (Previous Year Rs 11,162.50 lacs) are secured by the first pari passu charge on all the immovable and movable assets pertaining to Multi Purpose Terminal, Terminal II, Container Terminal II, project assets of the company and carry interest @ 6M Libor plus basis point in range of 300 to 380. Further, out of the above loan as aggregating to Rs 51,156.50 lacs (Previous Year Rs11,162.50 lacs ) are repayable in 24 quarterly instalments of approx Rs 2,131.52 lacs from the balance sheet date; Rs 76,734.75 lacs (Previous Year Rs Nil) are repayable in 3 annual instalment of Rs 25,578.26 lacs starting repayment from 2015-16; Rs 20,462.60 lacs (Previous Year Rs Nil) are repayable in 16 semi-annual instalments ofRs 1,278.91 lacs from the date of the balance sheet. The balance amount of Rs 20,462.60 lacs (Previous Year Rs Nil) is repayable on maturity of the loan in 2016-17.

10. Foreign currency term loan from banks aggregating to Rs25,578.25 lacs (Previous Year Rs Nil ) are secured by first pari passu charge on all the movable and immovable assets pertaining to Coal Terminal project assets at Wandh and carries interest @ Libor plus basis point in range of 310 to 380. These loans are repayable in 24 quarterly instalments of approx Rs 1,065.76 lacs from the balance sheet date.

11. Foreign currency term loan from bank aggregating to Rs 1,40,680.38 lacs (Previous Year Rs Nil) carries interest @ 3M Libor plus basis point in range of 310 to 368. Of the above loan Rs 51,156.50 lacs (Previous Year Rs Nil) is repayable in 3 equal instalments of Rs 17,052.17 lacs each starting from 2015-16; balance loan of Rs 89,523.88 lacs (Previous Year Rs Nil ) is repayable in 3 equal instalments of Rs 29,841.29 lacs each starting from 2016-17. These loans are secured by first pari passu charge on all the movable and immovable assets pertaining to Coal Terminal project assets at Wandh and specific charge over land. As at March 31, 2012; security creation on land is pending to be executed by the Company.

12. Foreign currency term loan from banks aggregating to Rs 17,082.84 lacs (Previous Year Rs 10,327.62 lacs) carries interest @ 4.6% p.a. Out of these loans, Rs 7,888.60 lacs are repayable in 18 semiannual instalments of approx Rs 438.26 lacs; Rs 6,023.92 lacs are repayable in 20 semiannual instalments of approx. Rs 301.20 lacs; Rs 3,170.31 lacs are repayable in 21 semiannual instalments of Rs 150.97 lacs, from the date of balance sheet.

Suppliers bills accepted under foreign currency letters of credit from banks aggregating to Rs 7,652.93 lacs (Previous Year Rs 14,632.97 lacs) carries interest @ 6M LIBOR plus basis point in range of 100 to 325 which are repayable on maturity in 2012-13.

These loans are secured by exclusive charge on the individual Tugs.

13. Foreign currency term loan amounting to Rs Nil (Previous Year Rs 1,110.87 lacs) from financial institutions were secured by first pari passu charge on all the movable assets of the Company (save & except assets on which exclusive charged is created as stated elsewhere), both present and future and further secured by first charge on immovable assets pertaining to Container Terminal - II, Terminal - II, Multi Purpose Terminal and are further secured by a second charge on assets pertaining to the SPM Project.

14. Suppliers bills accepted under foreign currency letters of credit from banks aggregating to Rs2,535.55 lacs (Previous Year Rs 5,220.00 lacs) carries interest @ 6M Libor plus basis points in range of 25 to 315 are repayable on maturity in 2012. Further, the same are secured by first charge on goods procured under the facility and second pari passu charge on the entire movable and immovable fixed assets pertaining to Multi Purpose Terminal, Terminal II, Container Terminal II and SPM projects assets.

15. Suppliers bills accepted under foreign currency letters of credit from banks aggregating to Rs14,888.24 lacs (Previous year Rs 16,618.16 lacs) carries interest @ 6M Libor plus basis point in range of 110 to 350. Of the above, Rs 700.19 lacs are repayable on maturity in 2013-14; Rs 13,623.25 lacs are repayable on maturity in 2012-13 and balance Rs 564.80 lacs are repayable on maturity in 2014-15. The same are secured against subservient charge on movable fixed assets and current assets except those secured by exclusive charge in favor of other lenders

16. Suppliers bills accepted under foreign currency letters of credit from banks aggregating to Rs5,359.89 lacs (Previous Year Rs Nil ); carries interest @ 6M Libor plus basis point in range of 195 to 350 which is repayable on maturity in 2014-15. The same are secured against exclusive charge on the goods, materials, assets acquired or procured under the facility.

Note: Operational Claims are the expected claims against outstanding receivables made/to be made by the customers towards shortages of stock, handling loss, damages to the cargo, storage and other disputes. The probability and the timing of the outflow / adjustment with regard to above depends on the ultimate settlement / conclusion with the respective customer.

1. Suppliers bills accepted under foreign currency letters of credit from banks aggregating to Rs 987.50 lacs (Previous Year Rs Nil ) carries interest @ 6M Libor basis point in range of 150 to 300 are repayable on maturity in 2012-13. The same are secured against exclusive charge on assets purchased under the facility.

2. Suppliers bills accepted under foreign currency letters of credit from banks aggregating to Rs 14,620.49 lacs (Previous year Rs Nil ). Of the above loan Rs 10,016.42 lacs (Previous Year Rs Nil lacs) carries interest @ 6M Libor plus basis point in range of 185 to 300 which is repayable on maturity in 2012-13, balance Rs 4,604.07 lacs (Previous Year Rs Nil lacs) carries interest @ 5M Libor plus 170 basis point is repayable on maturity in 2012-13. The same are secured against exclusive charge on assets purchased under the facility.

3. Suppliers bills accepted under foreign currency letters of credit from banks aggregating to Rs492.72 lacs (Previous Year Rs 6,122.24 lacs) carries interest @ 6M Libor plus basis points in range of 25 to 315 which is repayable on maturity in 2012-13. Further, the same are secured by first charge on goods procured under the facility and second pari passu charge on the entire movable and immovable fixed assets pertaining to Multi Purpose Terminal, Terminal II, Container Terminal II and SPM projects assets.

4. Suppliers bills accepted under foreign currency letters of credit from banks aggregating to Rs 3,019.64 lacs (Previous year Rs 8,501.40 lacs) carries interest @ 6M Libor plus basis point in range of 110 to 350 which is repayable on maturity in 2012-13. The same are secured against subservient charge on movable fixed assets and current assets except those secured by exclusive charge in favor of other lender.

5. Of the suppliers bills accepted under foreign currency letters of credit from banks aggregating to Rs 935.82 lacs (Previous Year Rs Nil ); Rs 259.25 lacs (Previous Year Rs Nil ) carries interest @ 6M Libor plus basis point in range of 195 to 350 which is repayable on maturity in 2012-13, balance Rs 676.57 lacs (Previous Year Rs Nil ) carries interest @ 1 year Libor plus 135 basis point and is repayable on maturity in 2012-13. The same are secured against exclusive charge on the goods, materials, assets acquired or procured under the facility.

6. Short Term loan from banks aggregating to Rs 35,000.00 lacs (pending security creation) (previous year Rs Nil) are to be secured by first pari passu charge on Multi Purpose Terminal, Terminal II, Container Terminal II project assets.

Further, short term loan aggregating to Rs Nil (Previous year Rs 50,000 lacs) from Bank were secured by first pari passu charge on all assets pertaining to Multi Purpose Terminal, Terminal - II and Container Terminal - II Project assets of the Company and were further secured by a second charge on assets pertaining to the SPM Project.

Note:

1) Aggregate cost of unquoted investments as at March 31, 2012 Rs 1,83,755.13 lacs (Previous year - Rs 71,503.51 lacs).

2) 1,92,33,000 equity shares (Previous year - 1,92,33,000 equity shares) of Adani Petronet (Dahej) Port Private Limited and 15,000 equity shares (Previous year - 15,000) of Adani Murmugao Port Terminal Private Limited and 72,00,000 equity shares (Previous year - Nil) of Adani Hazira Port Private Limited, subsidiary companies, has been pledged with banks against borrowings by the respective companies.

Note: a) Assets taken under Operating Leases - office space and residential houses for staff accommodation are obtained on operating leases. The lease rent terms are generally for eleven months period and are renewable by mutual agreement. There are no sub-leases and leases are cancellable in nature. There are no restrictions imposed by the lease arrangements. There is no contingent rent in the lease agreements and there is no escalation clause in the lease agreements. Expenses of Rs 184.25 lacs (Previous Year Rs111.26 lacs) incurred under such leases have been expensed in the statement of profit & loss.

17. Segment Information

The Company is primarily engaged in the business of developing, operating and maintaining the Mundra Port and Port based related infrastructure facilities including Multi product Special Economic Zone. The entire business has been considered as a single segment in terms of Accounting Standard-17 on Segment Reporting issued by the Institute of Chartered Accountants of India. There being no business outside India, the entire business has been considered as single geographic segment.

18. Related Party Disclosures

The Management has identified the following entities and individuals as related parties of the Company for the year ended March 31, 2012 for the purposes of reporting as per AS 18 - Related Party Transactions, which are as under:

Sub Notes:

1 The names of the related parties and nature of the relationships where control exists are disclosed irrespective of whether or not there have been transactions between the related parties. For others, the names and the nature of relationships is disclosed only when the transactions are entered into by the Company with the related parties during the existence of the related party relationship.

2 Pass through charges relating to railway freight and other charges payable to third parties have not been considered for the purpose of related party disclosure.

3 For the purpose of comparison, the previous year's transactions have been re-classified in the current year.

19. The Government of India (GOI) has, vide its letter dated April 12, 2006, granted approval to the Company's proposal for development, operation and maintenance of a Multi-product Special Economic Zone (SEZ) at Mundra, Gujarat. Subsequently through a Notification dated June 23, 2006 and additional notifications from time to time, the Ministry of Commerce & Industry (Department of Commerce) has included Mundra Port and Port Limits in notified Special Economic Zone.

The Company has been availing benefit u/s 80IAB of the Income Tax Act, 1961 on the taxable income. In view of the amendment in Income Tax Act, 1961 w.e.f. April 1, 2011 by Finance Act 2011, the Company is liable to pay Minimum Alternate Tax (MAT) on income from the financial year 2011-12. Based on the amendment, the Company has made provision of Rs 25,433.00 lacs for current taxation based on its book profit for the financial year 2011-12 and considered credit for MAT of Rs 24,217.46 lacs as the management believes, it has convincing evidence in the nature of strategic volumes of cargo available with the Company and higher depreciation charge for accounting purposes than the depreciation for income tax purposes in the future period, thereby, the MAT credit will be utilized post tax holiday period.

20. During the year, the Company has entered into arrangement for proposed joint venture with strategic investor for the development and operation of container terminal (CT-3) at Mundra Port. As per the terms of the arrangement, both APSEZL and strategic investor will hold stake of 50% each in Adani International Container Terminal Private Limited (AICTPL). Pursuant to the terms of the arrangement, APSEZL has identified fixed assets viz. 810 metres jetty and back up yard at south port worth Rs 25,712.77 lacs (under construction) to be transferred to AICTPL and has accordingly accounted as "Assets held for sale".

Other Commitments

a) The port projects of subsidiary companies viz. Adani Hazira Port Private Limited, Adani Petronet (Dahej) Port Private Limited and Adani Murmugao Port Terminal Private Limited has been funded through various facility agreements from banks and financial institutions. Against the said facilities availed by the subsidiary companies from the banks & financial institutions, the Company has executed a Sponsor Undertaking and Pledge Agreement whereby 51% of the holding would be retained by the Company at all points of time of which 30% holding is pledged and for the balance 21% holding, the Company has given a non-disposal undertaking to the lenders of respective subsidiary companies.

b) As per terms of sanction of US$ 800 million facility by State Bank of India (SBI) to Mundra Port Pty Limited (MPPL), a wholly owned subsidiary, the Company is committed to pledge its holding in MPPL and Adani Abbot Point Terminal Holding Pty Limited (AAPTHPL), subsidiary of the Company, in favour of SBI. The execution of pledge documents is pending as at March 31, 2012.

c) During the year, the Company has entered into an "Equity Subscription Agreement" to contribute equity in Mundra Port Pty Limited (MPPL), a wholly owned subsidiary for meeting capital expenditure requirements of Abbot Point transaction as and when required. In order to ensure timely subscription to equity, the bankers to the subsidiary had required a stand by letter of credit facility. Accordingly, APSEZL procured stand by letter of credit from Standard Chartered Bank, which in-turn is backed by a corporate guarantee issued by the Company in favor of Standard Chartered Bank amounting to AUD 51.75 Millions. As at March 31, 2012, no financing facility has been disbursed against the said credit facility and the same needs to be availed in case the Company does not bring the committed equity contribution in MPPL.

B) Contract revenue accrued in excess of billing amounting Rs 816.92 lacs (Previous Year Rs 593.30 lacs) has been reflected under the head "Other Assets" and billing in excess of contract revenue amounting to Rs Nil (Previous Year Rs 1,044.00 lacs) has been reflected under the head "Other Current Liabilities".

21. Contingent Liabilities not provided for

(Rs In Lacs)

Sr. Particulars As at As at No March 31, 2012 March 31,2011

a. Corporate Guarantees given to banks and financial institutions 4,73,324.15 26,372.00 against credit facilities availed by the subsidiaries and an entity over which key management personnel, directors and their relatives are able to exercise significant influence - Amount outstanding there against Rs 4,14,898.97 lacs (Previous Year Rs 16,411.14 lacs).

b. In earlier years, civil suits have been filed by the Customers for 751.50 751.50 recovery of damages caused to machinery in earthquake Rs 37.10 lacs (Previous Year Rs 37.10 lacs), to cargo stored in Company's godown Rs 94.40 lacs (Previous Year Rs 94.40 lacs) and loss due to mis-handling of wheat cargo Rs 620.00 lacs (Previous Year Rs 620.00 lacs). The said civil suits are currently pending with various Civil Courts in Gujarat. The management is reasonably confident that no liability will devolve on the Company in this regard and hence no provision is made in the books of accounts towards these suits c. In earlier years, the Company had received show cause 257.57 260.19 notices from the Custom Authorities for recovery of custom duty and interest thereon on the import of a tug and bunkers by the Company Rs 207.15 lacs (Previous Year Rs 207.15 lacs), import of various Cargos at Port Rs 50.42 lacs (Previous Year Rs 53.04 lacs). The Customs cases are currently pending with, Custom, Excise and Service Tax Appellate Tribunal, Ahmedabad (Rs 207.15 lacs), Assistant Commissioner of Customs, Mundra (Rs 14.20 lacs), Customs, Excise and Service Tax Appellate Tribunal, Mumbai (Rs 26.60 lacs), Commissioner of Customs (Appeals), Kandla (Rs 5.00 lacs) and Deputy Commissioner of Customs Mundra, (Rs 4.62 lacs), respectively. The management is reasonably confident that no liability will devolve on the Company and hence no liability has been recognised in the books of accounts.

d. oint Commissioner Customs, Mundra has held the Company - 7.59 liable for custom duty on short delivery of imported goods of various Customers namely, H.M.S. through Mundra Port. The Company has been directed to remit the differential duty of Rs 7.09 lacs and penalty of Rs 0.50 lacs - under section 117 of the Customs Act. During the current year, the matter has been settled and APSEZL has paid the full amount along with interest to the concerned authorities.

e. Deputy Commissioner of Customs, Mundra and Assistant 26.31 26.31 Commissioner of Customs, Mumbai have held that the Company wrongly availed duty benefit exemption under DFCEC Scheme on import of equipment and demanded duty payment of Rs 26.31 lacs (Previous Year Rs 26.31 lacs). The Company has filed its reply to the show cause notice with Deputy Commissioner of Customs, Mundra and Commissioner of Customs, Mumbai against order in original. The management is of view that no liability shall arise on the Company.

f. Various show cause notices received from Commissioner/ Additional 6,723.23 6,528.30 Commissioner/ Joint Commissioner/ Deputy Commissioner of Customs and Central Excise, Rajkot and Commissioner of Service Tax, Ahmedabad, for wrongly availing of Cenvat credit/ Service tax credit and Education Cess credit on input services and steel, cement and other misc. fixed assets. The Excise department has demanded recovery of the duty along with penalty and interest thereon. The Company has given deposit of Rs 450 lacs (Previous Year, Rs 250 lacs) against the demand. The matters are pending before High Court of Gujarat, Commissioner of Central Excise (Appeals), Rajkot and Commissioner of Service Tax, Ahmedabad.

The Company has taken an external opinion in the matter based on which the management is of the view that no liability shall arise on the Company.

g. Show cause notices received from Commissioner of Customs 689.72 1,681.57 and Central Excise, Rajkot in respect of levy of service tax on

various services provided by the Company and wrong availment of Cenvat credit by the Company. The matter is currently pending at High Court of Gujarat Rs 672.47 lacs (Previous Year Rs Nil); Customs,

Excise and Service Tax Appellate Tribunal, Ahmedabad Rs 15.47 lacs (Previous Year Rs 851.70 Lacs) and Commissioner of Service Tax Ahmedabad Rs 1.78 lacs (Previous Year Rs 829.87 lacs). The Company has taken an external opinion in the matter based on which the management is of the view that no liability shall arise on the Company.

h. Commissioner of Customs, Ahmedabad has demanded vide letter 200.00 200.00 no.4/Comm./SIIB/2009 dated 25/11/2009 for recovery

of penalty in connection with import of Air Craft which is owned by Karnavati Aviation Private Limited (Formerly Gujarat Adani Aviation Private Limited), subsidiary of the Company.

Company has filed an appeal before the Customs, Excise and Service Tax Appellate Tribunal against the demand order, the management is reasonably confident that no liability will devolve on the Company and hence no liability has been recognized in the books of accounts .

22. a) During the year, the Company acquired assets of Abbot Point Coal Terminal in Australia from North Queensland Bulk Ports Corporation Limited, Australia at total consideration of AUD 1,829 million. The terminal asset are held through subsidiaries including step down subsidiaries formed during the year.

b) During the year, the Company was awarded Concession for development of Port Infrastructure facilities by Vizag Port Trust and Kandla Port Trust.

Note :

1. All loans are given on interest free basis except loan to Adani Petronet (Dahej) Port Private Limited and Mundra SEZ Textiles and Apparel Park Private Limited.

2. All the above loans are repayable as per the terms of the agreement entered into and are in the nature of long term loans.

23. Previous year figures

Till the year ended March 31, 2011, the company was using pre-revised Schedule VI to the Companies Act 1956, for preparation and presentation of its financial statements. During the year ended March 31, 2012, the revised Schedule VI notified under the Companies Act 1956, has become applicable to the company. The company has reclassified previous year's figures to conform to this year's classification. The adoption of revised Schedule VI does not impact recognition and measurement principles followed for preparation of financial statements. However, it significantly impacts presentation and disclosures made in the financial statements, particularly presentation of balance sheet.


Mar 31, 2011

1. (Note No. 3 of Sechedule 23)

Segment Information

The Company is primarily engaged in the business of developing, operating and maintaining the Mundra Port and Port based related infrastructure facilities including Multi product Special Economic Zone. The entire business has been considered as a single segment in terms of Accounting Standard-17 on Segment Reporting issued by the Institute of Chartered Accountants of India (ICAI). There being no business outside India, the entire business has been considered as single geographic segment.

2. (Note No. 7 of Schedule 23)

Information required to be furnished as per Section 22 of the Micro, Small and Medium Enterprises Development Act, 2006 (MSMED Act) for the year ended March 31, 2011. This information has been determined to the extent such parties have been identified on the basis of information available with the Company. This has been relied upon by the auditors.

3. (Note No. 8 of Schedule 23)

Prior period item includes reversal of Income from Lease / Infrastructure Usage Rs. Nil (Previous Year Rs. 2,215.66 Lacs)

4. (Note No. 9 of Schedule 23)

The Government of India (GOI) has, vide its letter dated April 12, 2006, granted approval to the Companys proposal for development, operation and maintenance of a Multi-product Special Economic Zone (SEZ) at Mundra, Gujarat. Subsequently through a Notification dated June 23, 2006, the Ministry of Commerce & Industry (Department of Commerce) has included Mundra Port and Port Limits in notified Special Economic Zone.

Based on the opinion obtained by the Company, the Company has been availing benefit u/s 80IAB of the Income Tax Act, 1961 on the taxable income of the Company including Special Economic Zone operations w.e.f. accounting year 2007-08, and tax provision is made in accordance, therewith.

Accordingly, the Company has made provision of Rs. 2,234.74 Lacs for current taxation based on its profit excluding SEZ (including notified port area) profit for the year ended March 31, 2011. Provision for dividend distribution tax has not been made as Company is not liable to pay dividend distribution tax in terms of section 115-O (6) of the Income Tax Act, 1961.

As per the assessment order for the financial year 2007-08, the tax authorities have passed order accepting Companys claim under section 80 -IAB of Income Tax Act, 1961.

5. (Note No. 10 of Schedule 23)

Details of employee benefits

1. The company has recognised, in the Profit and Loss Account for the current year, an amount of Rs. 274.26 Lacs (Previous Year Rs. 223.96 Lacs) as expenses under the following defined contribution plan.

2. The Company has a defined benefit gratuity plan. Every employee gets a gratuity on departure at 15 days salary (last drawn salary) for each completed year of service. The scheme is funded with Life Insurance Company of India (LIC) in the form of a qualifying insurance policy.

The following tables summarise the components of net benefit expense recognised in the Profit and Loss Account and the funded status and amounts recognised in the Balance Sheet for the respective plans.

6. Operating Expenses includes Handling and Storage Expenses of Rs. 16,489.97 Lacs (Previous Year Rs. 10,026.17 Lacs).

7. (Note No. 12 of Schedule 23)

a) For the purpose of recognition of income on lease / sub-lease transactions relating to land and related infrastructure, the Company has applied the principles of finance leases and operating leases as per Accounting Standard - 19 Leases. However, no disclosure has been made in terms of said Accounting Standard as lease arrangements to use land have been scoped out of the Standard. The future receivables on land transactions are disclosed under Other Current Assets. The liability relating to Lease Land is disclosed under Current Liabilities.

The cost of leased / sub-leased land is expensed under Operating expenses and annual income on land given on finance lease basis have been recognised under Income from operations. Annual discounting on GMB Land is expensed as rent as a part of Administrative and Other Expenses.

b) Assets taken under Operating Leases - office space and residential houses for staff accommodation are obtained on operating leases. The lease rent terms are generally for eleven months period and are renewable by mutual agreement. There are no sub- leases and leases are cancelable in nature. There are no restrictions imposed by the lease arrangements. There is no contingent rent in the lease agreements and there is no escalation clause in the lease agreements. Expenses of Rs. 168.52 Lacs (Previous Year Rs. 126.90 Lacs) incurred under such leases have been expensed in the Profit & Loss Account.

B) Contract revenue accrued in excess of billing amounting Rs. 593.30 Lacs (Previous Year Rs. 4,080.24 Lacs) has been reflected under the head "Other Current Assets" and billing in excess of contract revenue amounting to Rs. 1,044.00 Lacs (Previous Year Rs. Nil) has been reflected under the head "Current Liabilities".

8. (Note No. 16 of Schedule 23)

Contingent Liabilities not provided for (Rs. in Lacs)

Particulars As at As at March 31, 2011 March 31,2010

Corporate Guarantees given to banks and financial institutions against credit facilities availed 26,372.00 26,328.32 by the subsidiaries and an associate entity- Amount outstanding there against Rs. 16,411.14 Lacs (Previous Year Rs. 22,157.75 Lacs). Total amount of Contigent Liabilities not provided for 9,455.46 8,867.70

9. (Note No. 20 of Schedule 23)

The Company has 2,811,037 outstanding 0.01 % Non-Cumulative Redeemable Preference Shares of Rs. 10/- each issued at a premium of Rs. 990 per share. These shares are to be redeemed on March 28, 2024 at an aggregate premium of Rs. 27,829.27 Lacs. The Company credits the redemption premium on proportionate basis every year to Preference Share Capital, Redemption Premium Reserve (in earlier year termed as Preference Share Capital Redemption Reserve) and debits the same to Securities Premium Account as permitted by Section 78 of the Companies Act, 1956.

10. (Note No. 21 of Schedule 23)

Miscellaneous Expenditure - Share Issue Expenses

The Company reversed excess provision of Rs. Nil (Previous Year: Expenses of Rs. 228.73 Lacs) during the year, in connection with its Initial Public Offer (IPO). In terms of Section 78 of the Companies Act, 1956 the Company has adjusted the said share issue expense against the Securities Premium received from the said IPO.

11. (Note No. 22 of Schedule 23) Previous Year Comparative

Previous years figures have been regrouped where necessary to conform to this years classification.

iii) Depreciation on individual assets costing up to Rs. 5,000 and mobile phones, included under office equipments are provided at the rate of 100% in the month of purchase.

iv) Insurance spares/standby equipments are depreciated prospectively over the remaining useful lives of the respective mother assets.


Mar 31, 2010

1. (Note No. 3 of Schedule 23)

Segment Information

The Company is primarily engaged in the business of developing, operating and maintaining the Mundra Port and port based related infrastructure facilities including Multi product Special Economic Zone. The entire business has been considered as a single segment in terms of Accounting Standard-17 on Segment Reporting issued by the Institute of Chartered Accountants of India. There being no business outside India, the entire business has been considered as single geographic segment.

2. (Note No. 4 of Schedule 23)

Related Party Disclosures

The Management has identified the following Companies and individuals as related parties of the Company for the year ended March 31, 2010 for the purposes of reporting as per AS 18 - Related Party Transactions:

List of related parties (As certified by the management)

List of related parties of Mundra Port And Special Economic Zone Limited as on March 31,2010

Holding Company Adani Infrastructure Services Private Limited

Subsidiary Companies

Mundra SEZ Textile and Apparel Park Private Limited

MPSEZ Utilities Private Limited

Rajasthan SEZ Private Limited

Adani Logistics Limited [upto June 8,2009]

Adani Logistics Limited [Formerly Inland Conware Private Limited]

Karnavati Aviation Private Limited [Formerly Gujarat Adani Aviation Private Limited]

Adani Murmugao Port Terminal Private Limited [w.e.f. August 7, 2009]*

Mundra International Airport Private Limited [w.e.f. August 7,2009]*

Adani Hazira Port Private Limited [w.e.f. December 7,2009]*

Adani Petronet (Dahei) Port Private Limited [w.e.f. January 4,20101

Step down Subsidiary_Inland Conware (Ludhiana) Private Limited [upto June 8,2009]

Fellow Subsidiary

Baramati Power Private Limited [upto December 29,2009] Shankheshwar Buildwell Private Limited [upto December 14,2009] Adani Tradelinks Private Limited [w.e.f March 3, 2010]

Associates and Joint VenturesAdani Petronet (Dahej) Port Private Ltd. [upto January 3, 2010]

Key Management Personnel

Mr. Gautam S. Adani, Chairman and Managing Director

Mr. Rajeeva Ranjan Sinha, Whole time Director

Dr. Malay R. Mahadevia, Whole time Director [w.e.f May 20,2009]

Mr. Ameet H. Desai, Executive Director [upto October 31, 2009]

Relative of Key Management Personnel Mr. Rajesh S. Adani, Director

Entities over which Key Management Personnel, Directors and their relatives are able to exercise significant influence

Adani Enterprises Limited

Adani Power Limited

Adani Gas Limited [w.e.f. January 8,2010]

Adani Welspun Exploration Limited

Adani Wilmar Limited

Adani Agro Private Limited

Adani Properties Private Limited

Adani Shipyard Private Limited [upto March 31,2010]

Dholera Infrastructure Private Limited [w.e.f March 31,2010]

Shantikrupa Estates Private Limited

Adani Energy Limited [upto January 6, 2010]

Adani Foundation

Adani Tradelinks [upto March 2, 2010]

Dholera Port and Special Economic Zone Limited [w.e.f March 31,2010]

Adani Education and Research Foundation

Gujarat Adani Institute of Medical Science

* These entities have been incorporated/formed during the year.

Aggregate of transactions for the year ended with these parties have been given below.

Notes:

1. The names of the related parties and nature of the relationships where control exists are disclosed irrespective of whether or not there have been transactions between the related parties. For others, the names and the nature of relationships is disclosed only when the transactions were entered into by the Company with the related parties during the existence of the related party relationship.

2. No amount has been provided as doubtful debts or advances/written off or written back in the period in respect of debts due from/ to above related parties.

3. Pass through charges relating to railway freight and other charges payable to third parties have not been considered for the purpose of related party disclosure.

3. (Note No. 9 of Schedule 23)

The Government of India (GOI) has, vide its letter dated April 12, 2006, granted approval to the Companys proposal for development, operation and maintenance of a Multi-product Special Economic Zone (SEZ) at Mundra, Gujarat. Subsequently through a Notification dated June 23, 2006, the Ministry of Commerce & Industry (Department of Commerce) has included Mundra Port and Port Limits in notified Special Economic Zone.

The Company is of the view, supported by an external opinion, that it may avail benefit u/s 80IAB of the Income Tax Act, 1961 on the entire income of the Company including the Special Economic Zone Operations. Accordingly, the Company has decided to avail benefits u/s 80IAB of the Income Tax Act, 1961 from accounting year 2007-08, and tax provision are made in accordance, therewith.

2. The Company has a defined gratuity plan. Every employee gets a gratuity on departure at 15 days salary (last drawn salary) for each completed year of service. The scheme is funded with Life Insurance Company of India (LIC) in the form of a qualifying insurance policy.

The following tables summarise the components of net benefit expense recognised in the profit and loss account and the funded status and amounts recognised in the balance sheet for the respective plans.

4. (Note No. 12 of Schedule 23) Income from Operations includes:

a. Land Lease Income, Upfront Premium, Long-term Infrastructure Usage Income and Income incidental thereto of Rs. 11,415.17 lacs (Previous Year Rs. 10,370.46 lacs).

b. Construction contract revenue income of Rs. 10,941.82 lacs (Previous Year Rs. 3,696.42 lacs)

5. Operating Expenses includes Handling and Storage Expenses of Rs.10,026.17 lacs (Previous Year Rs.12,040.96 lacs).

6. (Note No. 18 of Schedule 23)

Contingent Liabilities

(Rs. in lacs)

Particulars March 31,2010 March 31,2009

Corporate Guarantees given to banks and financial institutions against credit facilities 26,328.32 6,200.00 availed by subsidiaries and an associate entity - Amount outstanding there against Rs. 22,157.75 lacs (Previous Year Rs. 6,200.00 lacs)

Total amount of Contingent Liabilities not provided for 8,867.70 10,195.08

7. (Note No. 25 of Schedule 23)

The Company has 2,811,037 outstanding 0.01 % Non-Cumulative Redeemable Preference Shares of Rs.10 each issued at a premium of Rs.990 per share. These shares are to be redeemed on March 28, 2024 at an aggregate premium of Rs.27,829.27 lacs. The Company credits the redemption premium on proportionate basis every year to Preference Share Capital, Redemption Premium Reserve (in earlier year termed as Preference Share Capital Redemption Reserve) and debits the same to Securities Premium Account as permitted by Section 78 of the Companies Act, 1956.

8. (Note No. 26 of Schedule 23)

Miscellaneous Expenditure - Share Issue Expenses

The Company reversed excess provision of Rs.228.73 lacs (Previous Year: Expenses of Rs.754.25 lacs) during the year, in connection with its Initial Public Offer (IPO). In terms of Section 78 of the Companies Act, 1956 the Company has adjusted the said share issue expense against the Securities Premium received from the said IPO.

9. (Note No. 27 of Schedule 23) Previous Year Comparative

Previous years figures have been regrouped where necessary to conform to this years classification.

 
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