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Directors Report of Adani Enterprises Ltd.

Mar 31, 2023

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

Financial Performance

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

(H in Crore)

Particulars

Consolidated Results

Standalone Results

2022-23

2021-22

2022-23

2021-22

FINANCIAL RESULTS

Total Income

1,38,175.12

70,432.69

68,592.22

27,327.55

Total Expenditure other than Financial Costs

and Depreciation

1,28,149.78

65,706.98

65,510.56

25,518.24

Profit before Depreciation, Finance Costs and Tax

10,025.34

4,725.71

3,081.66

1,809.31

Finance Costs

3,969.98

2,525.88

665.21

571.33

Depreciation and Amortisation Expense

2,436.14

1,247.78

131.04

124.73

Profit / (Loss) for the year before Exceptional Items and Tax

3,619.22

952.05

2,285.41

1,113.25

Add / (Less) Exceptional Items

(369.32)

-

(71.67)

-

Profit / (Loss) for the year before Taxation

3,249.90

952.05

2,213.74

1,113.25

Total Tax Expenses

1,040.96

476.68

591.01

392.55

Profit for the year

2,208.94

475.37

1,622.73

720.70

Add / (Less) Share in Joint Venture & Associates

212.66

312.33

-

-

Net Profit / (Loss) after Joint Venture & Associates (A)

2,421.60

787.70

1,622.73

720.70

Add / (Less) Other Comprehensive Income (after tax)

1,368.65

445.57

(1.02)

4.03

Total Comprehensive Income for the year

3,790.25

1,233.27

1,621.71

724.73

Share of Minority Interest (B)

51.34

(11.14)

-

-

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

2,472.94

776.56

1,622.73

720.70

APPROPRIATIONS

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

2,472.94

776.56

1,622.73

720.70

Other Comprehensive Income for the year

8.93

(2.43)

(1.02)

4.03

Balance brought forward from previous year

13,222.45

12,679.07

3,218.10

2,640.43

Add / (Less): On account of Consolidation Adjustments

-

(83.70)

-

-

Amount available for appropriations

15,704.32

13,369.50

4,839.81

3,365.16

Less : Appropriations

Dividend on Equity Shares

(114.00)

(109.98)

(114.00)

(109.98)

Transfer to General Reserve

-

(25.00)

-

(25.00)

Distribution to holders of Unsecured

Perpetual Securities

(4.59)

(12.07)

(4.59)

(12.07)

Balance carried to Balance Sheet

15,585.73

13,222.45

4,721.22

3,218.10

Note:

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

2. Further, there has been no change in nature of business of your Company.

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

Performance Highlights

Operational Highlights

The key aspects of your Company''s ("AEL'') consolidated performance during the FY 2022-23 are as follows:

¦ Integrated Resource Management (IRM) volume

increased by 37% to 88.2 MMT vs 64.4 MMT in FY 2021-22.

¦ Mining Services production volume increased by 7% to 29.7 MMT vs 27.7 MMT in FY 2021-22.

¦ Airports handled 74.8 million passengers across 7

operational airports.

¦ In the Roads business,

• Achieved financial closure for India''s largest

greenfield Ganga Expressway project for H10,238 Crore.

• Completed construction and operationalised

three road projects during the year.

¦ In Adani New Industries Ecosystem,

• New solar cell line Commercial Operation Date (COD) declared on 31st March 2023 for new plant.

• Solar Manufacturing volume increased by

15% to 1275 MW vs 1104 MW in FY 2021-22.

• India''s first and largest Wind Turbine prototype

of 5.2 MW was installed at Mundra.

• Completed upgradation of existing 1.5 GW

module line to 2.0 GW with TOPCON Cell Technology and COD declared on 1st April, 2023.

¦ Other important milestones during the year are as

below:

• Completed H7,700 Crore primary equity transaction with Abu Dhabi based International Holding Company (IHC) for 3.5% stake.

• Completed acquisition of New Delhi Television Limited and Sibia Analytics and Consulting Services Private Limited. Further, AMG Media Networks Limited (Wholly Owned Subsidiary of your Company) has acquired 49% stake in Quintillion Business Media Limited.

Consolidated Financial Results

The Audited Consolidated Financial Statements of

your Company as on 31st March, 2023, prepared in accordance with the relevant applicable Ind AS and Regulation 33 of the SEBI Listing Regulations and provisions of the Act, forms part of this Annual Report.

Financial Highlights:

¦ Consolidated Total Income increased by 96% to

H1,38,175 Crore in FY 2022-23 vs H70,433 Crore in FY 2021-22.

¦ Consolidated EBIDTA increased by 112% to

H10,025 Crore in FY 2022-23 vs H4,726 Crore in FY 2021-22.

¦ Consolidated PAT attributable to owners

increased by 218% to H2,473 Crore in FY 2022-23 vs H777 Crore in FY 2021-22.

Standalone Financial Results:

On standalone basis, your Company had a strong performance and registered total income of H68,592 Crore (~2.5x of previous year) and PAT of H1,623 Crore

(2.3x of previous year).

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

this Report.

Dividend

Your Directors have recommended a dividend of 120% (H1.20/- per Equity Share of face value of H1 each) on the fully paid up Equity Shares out of the profits of

the Company for the FY 2022-23. The said dividend, if approved by the shareholders, would result into a

cash outflow of H136.80 Crore.

The Dividend Distribution Policy, in terms of Regulation 43A of the SEBI Listing Regulations is available on the Company''s website on httos://

www.adanient.erprises.com/-/media/Proiect./ Enterprises/Investors/corporate-governance/Polices/ DividendDistributionPolicv Locked.pdf

Changes in Paid up Share Capital

During the year under review, the Company has allotted

4,01,91,038 Equity Shares of face value of H1 each at a premium of H1,914.85/- per Equity Share by way of preferential allotment on a private placement basis. Accordingly, paid up share capital of your Company stands increased from 109,98,10,083 Equity Shares of H1 each to 114,00,01,121 Equity Shares of H1 each.

Transfer to Reserves

There is no amount proposed to be transferred to

the Reserves. The closing balance of the retained earnings of your Company for FY 2022-23, after all appropriations and adjustments was H4,721.22 Crore.

Further Public Offering (FPO) of Equity Shares

Your Company came out with Further Public Offering (FPO) of its equity shares aggregating to H20,000 Crore comprising of entirely fresh issue, which was fully subscribed. The issue was open for subscription from 27th January 2023 to 31st January 2023. In the paramount interest of investors, the Board of Directors of your Company had withdrawn fully subscribed FPO and refunded proceeds of application money to Investors due to unprecedented market volatility.

Fixed Deposits

There were no outstanding deposits within the meaning of Section 73 and 74 of the Act read with rules made thereunder at the end of the FY 2022-23 or the previous financial years. Your Company did not

accept any deposit during the year under review.

Non-Convertible Debentures

During the year under review, your Company has issued 5,900 Secured, Rated, Listed, Redeemable, Principal Protected Market Linked Non-Convertible

Debentures ("MLD”), having face value of H10 Lakhs each aggregating to H590 Crore on a private placement basis and redeemed 1593 MLD, having face value of H10 Lakhs each aggregating to H159.30 Crore. These MLDs are listed on the Wholesale Debt Market Segment of the BSE Limited. Non-Convertible Debentures amounting H1190 Crore were outstanding as on 31st March, 2023.

Particulars of Loans, Guarantees or Investments

During the year under review, your Company has made loans, given guarantees, provided securities and made investments in compliance with Section

186 of the Act.

Subsidiaries, Joint Ventures, Associate Companies and LLPs etc.

During the year under review, the following subsidiaries

/ step-down subsidiaries have been formed / acquired:

Subsidiary companies formed/acquired:

1. Alluvial Heavy Minerals Limited

2. Kagal Satara Road Private Limited (a subsidiary of Adani Road Transport Limited ("ARTL''), which is a

wholly owned subsidiary of the Company).

3. AMG Media Networks Limited ("AMG Media”)

4. Puri Natural Resources Limited

5. Regency Convention Centre and Hotels Limited (a subsidiary of Mumbai International Airport Limited, which is a subsidiary of the Company)

6. Sompuri Natural Resources Private Limited

("SNRPL'')

7. Kutch Fertilizers Limited

8. Adani Health Ventures Limited

9. Niladri Minerals Private Limited (a subsidiary of SNRPL, which is a subsidiary of the Company)

10. Indravati Projects Private Limited (a subsidiary of SNRPL, which is a subsidiary of the Company)

11. Sompuri Infrastructures Private Limited

(a subsidiary of SNRPL, which is a subsidiary of the Company)

12. Alluvial Natural Resources Private Limited

13. Mining Tech Consultancy Services Private Limited

14. Adani Global Vietnam Company Limited

(a subsidiary of Adani Global Pte. Limited,

Singapore, which is a step down subsidiary of the Company)

15. Vindhya Mines And Minerals Limited

16. Hirakund Natural Resources Limited

17. Vishvapradhan Commercial Private Limited

("VCPL'') (a subsidiary of AMG Media, which is a wholly owned subsidiary of the Company)

18. Raigarh Natural Resources Limited

19. Adani Road STPL Limited (a subsidiary of ARTL,

which is a wholly owned subsidiary of the Company).

20. Adani Road GRICL Limited (a subsidiary of

ARTL, which is a wholly owned subsidiary of the Company).

21. Alwar Alluvial Resources Limited

22. Adani Disruptive Ventures Limited

23. RRPR Holding Private Limited ("RRPR”)

(a subsidiary of VCPL, which is a wholly owned subsidiary of AMG Media).

24. Alluvial Mineral Resources Private Limited

25. SIBIA Analytics and Consulting Services Private Limited

26. New Delhi Television Limited (NDTV) (a subsidiary of RRPR, which is a subsidiary of the Company).

27. NDTV Networks Limited (a subsidiary of NDTV, which is a subsidiary of the Company).

28. NDTV Media Limited (a subsidiary of NDTV, which is a subsidiary of the Company).

29. NDTV Worldwide Limited (a subsidiary of NDTV, which is a subsidiary of the Company).

30. Delta Softpro Private Limited (a subsidiary of

NDTV, which is a subsidiary of the Company).

31. NDTV Convergence Limited (a subsidiary of NDTV, which is a subsidiary of the Company).

32. NDTV Labs Limited (a subsidiary of NDTV, which is a subsidiary of the Company).

33. Armada Defence Systems Limited (a subsidiary of Agneya Systems Limited, which is a subsidiary of

the Company).

34. ADANI - LCC JV, Partnership Firm

Cessation of subsidiary companies:

1. Regency Convention Centre and Hotels Limited

2. Delta Softpro Private Limited

As on 31st March, 2023, your Company had 187 subsidiaries (direct and indirect including LLPs), 2 associates and 1 joint venture companies. Detailed list of bodies corporate which are subsidiaries/associates/ joint ventures of your Company is provided as part of the notes to consolidated financial statements.

Pursuant to the provisions of Section 129, 134 and 136 of the Act read with rules framed there under and Regulation 33 of the SEBI Listing Regulations, your Company has prepared Consolidated Financial

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

The Annual Financial Statements and related detailed information of the subsidiary companies shall be made available to the shareholders of the holding and subsidiary companies of the Company seeking such information on all working days during business

hours. The financial statements of the subsidiary companies shall also be kept for inspection by any shareholder/s during working hours at the Company''s Registered Office and that of the respective subsidiary

companies concerned. In accordance with Section 136 of the Act, the audited financial statements, including consolidated financial statements and related information of the Company and audited accounts of each of its subsidiaries, are available on website of the Company, www.adanienterprises.com.

Your Company has formulated a policy for determining

Material Subsidiaries. The policy is available on your Company''s website and link for the same is given in Annexure - A of this report.

Pursuant to Section 134 of the Act read with Rule 8(1) of the Companies (Accounts) Rules, 2014, the details of performance of subsidiaries and joint ventures

of the Company are covered in the Management Discussion and Analysis Report, which forms part of

this Annual Report.

Management Discussion and Analysis

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

part of this Annual Report.

Directors and Key Managerial Personnel

As of 31st March, 2023, your Company''s Board of Directors ("Board”) had nine members comprising

of four Executive Directors and five Non-Executive Independent Directors. The Board has one Women Independent Director. The details of Board and Committees composition, tenure of Directors, areas

of expertise and other details are available in the Corporate Governance Report, which forms part of

this Annual Report.

Changes in Director:

Dr. Omkar Goswami (DIN: 00004258) was appointed as an Additional Director (Non-Executive & Independent) of your Company w.e.f. 3rd November, 2022. His appointment was approved by the shareholders by passing a resolution through Postal Ballot on 30th December, 2022.

Re-appointment of Directors

In accordance with the provisions of Section 152 of

the Act, read with rules made thereunder and Articles

of Association of the Company, Mr. Vinay Prakash (DIN: 03634648) is liable to retire by rotation at the ensuing Annual General Meeting (AGM) and being eligible, offers himself for re-appointment.

The tenure of Mr. Gautam S. Adani as an Executive

Chairman of the Company will expire on 30th November, 2023. The Nomination and Remuneration Committee and the Board of Directors at their meetings held on 3rd and 4th May, 2023 recommended and approved the re-appointment of and payment of remuneration to Mr. Gautam S. Adani as an Executive Chairman of the Company for a further period of 5 (Five) years w.e.f. 1st December, 2023 subject to approval of Members at the ensuing AGM. Terms and conditions for his re-appointment are contained in the Explanatory Statement forming part of the Notice of this AGM.

The Board recommends the appointment / re-appointment of above Directors for your approval. Brief details of Directors proposed to be appointed / re-appointed as required under Regulation 36 of the SEBI Listing Regulations are provided in the Notice of the ensuing Annual General Meeting.

Continuation of Directorships

Mr. Hemant Nerurkar (DIN: 00265887) was re-appointed as an Independent Director of the Company for second term of 5 years at the 27th AGM of the Company held on 7th August, 2019 and he holds office as an Independent Director of the Company upto August, 2025 ("Current Term”). Mr. V. Subramanian (DIN: 00357727) was re-appointed as an Independent Director of the Company for second term of 5 years at the 29th AGM of the Company held on 12th July, 2021 and he holds office as an Independent Director of the Company upto August, 2026 ("Current Term”).

In compliance with Regulation 17(1A) of SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018, approvals / sanctions of the Members are hereby sought for continuation of office respectively by Mr. Hemant Nerurkar and Mr. V Subramanian as Independent Directors of the Company during their current terms notwithstanding they will attain the age of 75 years.

The notice convening the AGM includes the proposals for continuation of directorships held by Mr. Hemant

Nerurkar and Mr. V Subramanian as Independent Directors of the Company on attaining age of 75 years until the expiry of their current terms.

Declaration from Independent Directors

Your Company has received declarations from all the Independent Directors of your Company confirming

that they meet with the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Act and Regulation 16(1)(b) of the SEBI Listing

Regulations and there has been no change in the circumstances which may affect their status as an Independent Director.

Committees of Board

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

Number of meetings of the Board

The Board of Directors met 9 (nine) times during the year under review. The details of board meetings and

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

this Annual Report.

Independent Directors'' Meeting

The Independent Directors met on 21st March, 2023, without the attendance of Non-Independent Directors and members of the management. The Independent Directors reviewed the performance of Non-Independent Directors, the committees and the Board as a whole alongwith the performance of the Chairman of your Company, taking into account the views of Executive Directors and Non-Executive Directors and assessed the quality, quantity and timeliness of flow of information between the management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

Board Evaluation

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

At the Board meeting that followed the above mentioned meeting of the Independent Directors, the performance of the Board, its Committees, and individual directors was also discussed. Performance evaluation of independent directors was done by the entire Board, excluding the independent director being evaluated.

Policy on Directors'' Appointment & Remuneration

Your Company''s policy on Directors'' appointment and remuneration and other matters ("Remuneration Policy”) pursuant to Section 178(3) of the Act is available on the website of your Company at httos://

www.adanient.erprises.com/invest.ors/corporat.e-

novernance

The Remuneration Policy for selection of Directors and determining Directors'' independence sets out the guiding principles for the Nomination and Remuneration Committee for identifying the persons who are qualified to become the Directors. Your Company''s Remuneration Policy is directed towards rewarding performance based on review of achievements. The Remuneration Policy is in consonance with existing industry practice.

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

of the Company.

Directors'' Responsibility Statement

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

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

Company, confirm that:

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

b. Such accounting policies have been selected and applied consistently and judgement and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2023 and of the profit of the Company for the year ended on that date;

c. Proper and sufficient care has been taken for the

maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

e. Proper internal financial controls were in place

and that the financial controls were adequate and were operating effectively;

f. Proper systems to ensure compliance with the

provisions of all applicable laws were in place and were adequate and operating effectively.

Internal Financial Controls system and their adequacy

The details in respect of internal financial controls

system and their adequacy are included in the Management Discussion and Analysis, which forms

part of this Annual Report.

Risk Management

The Board has formed a Risk Management Committee (RMC) to frame, implement and monitor the risk

management plan for the Company. The RMC is responsible for reviewing the risk management plan and ensuring its effectiveness. The Audit Committee

has an additional oversight in the area of financial risks and controls. The major risks identified by the businesses are systematically addressed through mitigation actions on a continual basis. Further, details are included in the separate section forming part of this Annual Report.

Board Policies

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

this report.

Corporate Social Responsibility (CSR)

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

on the website of your Company at https://www. adanienterprises.com/-/media/Proiect/Enterprises/ Investors/coroorate-governance/Polices/AEL CSR oolicv.odf The Annual Report on CSR activities is

annexed to this report.

Further, the Chief Financial Officer of your Company has certified that CSR spends of your Company for the FY 2022-23 have been utilized for the purpose and in the manner approved by the Board of Directors

of the Company

Corporate Governance Report

Your Company is committed to maintain highest

standards of corporate governance practices. The Corporate Governance Report, as stipulated by SEBI Listing Regulations, forms part of this Annual Report along with the required certificate from a Practicing

Company Secretary, regarding compliance of the conditions of Corporate Governance, as stipulated.

In compliance with Corporate Governance

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

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

The Code of Conduct is available on the website of your Company at https://www.adanienterprises.com/ invest.ors/corporat.e-novernance

Business Responsibility andSustainability Report

In accordance with the Listing Regulations, the Business Responsibility & Sustainability Report, describing the initiatives taken by your Company from

an environment, social and governance perspective for FY 2022-23 forms part of this Annual Report.

Annual Return

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

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

available on the website of your Company and can be assessed using the link ht.t.ps://www.adanient.erprises. com/investors/investor-downloads

Transactions with Related Party

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

All related party transactions entered into during the

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

The Policy on Related Party Transactions is available on your Company''s website and can be assessed using the link https://www. adanient.erprises.com/invest.ors/ corporate-governance

General Disclosures

Neither the Executive Chairman nor the Managing Director of your Company received any remuneration or commission from any of the subsidiary of your

Company.

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

1. Issue of equity shares with differential rights as to

dividend, voting or otherwise.

2. Issue of Shares (Including Sweat Equity Shares)

to employees of the Company under any scheme.

3. Significant or material orders passed by the Regulators or Courts or Tribunals which impact the going concern status and your Company''s operation in future.

4. Voting rights which are not directly exercised

by the employees in respect of shares for the subscription/purchase of which loan was given by the Company (as there is no scheme pursuant to

which such persons can beneficially hold shares as envisaged under section 67(3)(c) of the Act).

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

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

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

8. Revision of financial statements and Directors''

Report of your Company.

Insurance

Your Company has taken appropriate insurance for

assets against foreseeable perils.

Statutory Auditors & Auditors'' Report

Pursuant to Section 139 of the Act read with rules

made thereunder, as amended, M/s. Shah Dhandharia & Co LLP, Chartered Accountants (Firm Registration No. 118707W/W10 0724), were appointed as the Statutory Auditors of your Company for the second term of five years till the conclusion of 35th Annual General Meeting (AGM) of your Company to be held in the year 2027. In accordance with the provisions of the Act, the appointment of Statutory Auditors is not required to be ratified at every AGM.

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

of your Company.

Representative of the Statutory Auditors of your Company attended the previous AGM of your

Company held on 26th July, 2022.

The Notes to the financial statements referred in the Auditors'' Report are self-explanatory. The Auditors'' Report is enclosed with the financial statements forming part of this Annual Report.

Explanation to Auditors'' Comment:

The Auditors'' modified opinion has been appropriately dealt with in Note No. 47(d) and 58 (Consolidated

Financial Statements) and Note No. 59 (Standalone Financial Statements) and doesn''t require any further

comments under section 134 of the Act.

Secretarial Audit Report

Pursuant to the provisions of Section 204 of the Act, read with the rules made thereunder, the Board had re-appointed Mr. Ashwin Shah, Practicing Company

Secretary, to undertake the Secretarial Audit of your Company for the FY 2022-23. The Secretarial

Audit Report for the year under review is provided as Annexure-B of this report. There are no qualifications, reservations or adverse remarks or disclaimers in the

said Secretarial Audit Report.

Cost Audit Report

Your Company has re-appointed M/s. K. V. Melwani & Associates, Practicing Cost Accountants to conduct audit of cost records of Mining Activities of the Company for the year ending 31st March, 2024.

The Cost Audit Report for the year 2021-22 was filed

within prescribed time limit with the Ministry of Corporate Affairs.

Your Company has maintained the cost accounts and records in accordance with Section 148 of the Act and rules made thereunder.

Secretarial Standards

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

India.

Investor Education and Protection Fund (IEPF)

During the year, your Company transferred the unclaimed and un-encashed dividends for the year 2014-15 amounting to H11,05,487/-. Further, 23,780 corresponding shares, on which dividends were unclaimed for seven consecutive years, were transferred as per the requirements of the IEPF Rules. The details of the resultant benefits arising out of shares already transferred to the IEPF, year-wise amounts of unclaimed / un-encashed dividends lying in the unpaid dividend account up to the year, and the corresponding shares, which are liable to be transferred, are provided in the Shareholder information section of the Corporate Governance Report (forming part of this Annual Report) and are also available on your Company''s website, at www. adanienterprises.com.

Reporting of frauds by auditors

During the year under review, the Statutory Auditors, Cost Auditors and Secretarial Auditor have not

reported any instances of fraud committed against your Company by its officers or employees to the

Audit Committee or the Board, under section 143(12)

of the Act.

Particulars of Employees

Your Company had 2,140 employees on a standalone basis as on 31st March, 2023.

The percentage increase in remuneration, ratio of remuneration of each Director and key managerial personnel (KMP) (as required under the Act) to the median of employees'' remuneration, as required under Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in separate annexure forming part of this report as Annexure-C.

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

Prevention of Sexual Harassment at Workplace

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

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

All new employees go through a detailed personal

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

Vigil Mechanism

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

The vigil mechanism of your Company provides

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

No person has been denied access to the Chairman of the Audit Committee. The said policy is uploaded on the website of your Company at https:// www.adanient.erprises.com/invest.ors/corporat.e-governance

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

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Act read

with Rule 8 of The Companies (Accounts) Rules, 2014,

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

Acknowledgment

Your Directors are highly grateful for all the

guidance, support and assistance received from the Government of India, Governments of various states in India, concerned Government departments, Financial Institutions and Banks. Your Directors thank

all the esteemed shareholders, customers, suppliers and business associates for their faith, trust and confidence reposed in your Company.

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

For and on behalf of the Board of Directors

Gautam S. Adani

Place : Ahmedabad Executive Chairman

Date: 4th May, 2023 (DIN: 00006273)


Mar 31, 2021

Dear Shareholders,

Your Directors are pleased to present the 29th Annual Report along with the audited financial statements of your Company for the financial year ended on 31st March, 2021.

Financial Performance

The summarised financial performance highlights are as mentioned below:

(Hin crore)

Particulars

Consolidated Results

Standalone Results

2020-21

2019-20

2020-21

2019-20

FINANCIAL RESULTS

Total Income

40,290.93

44,086.21

13,750.65

16,619.02

Total Expenditure other than Financial Costs and Depreciation

37,032.08

41,118.25

12,355.10

15,462.83

Profit before Depreciation, Finance Costs and Tax

3,258.85

2,967.96

1,395.55

1,156.19

Finance Costs

1,376.85

1,572.32

505.93

381.01

Depreciation and Amortisation Expense

537.14

472.06

121.51

120.97

Profit / (Loss) for the year before Exceptional Items and Tax

1,344.86

923.58

768.11

654.21

Add / (Less) Exceptional Items

(258.89)

198.75

(212.85)

315.34

Profit / (Loss) for the year before Taxation

1,085.97

1,122.33

555.26

969.55

Total Tax Expenses

339.65

324.33

186.45

270.66

Profit for the year

746.32

798.00

368.81

698.89

Add / (Less) Share in Jointly Controlled Entities & Associates

299.44

241.99

-

-

Net Profit / (Loss) after Jointly Controlled Entities & Associates (A)

1,045.76

1,039.99

368.81

698.89

Add / (Less) Other Comprehensive Income (after tax)

(711.86)

1,238.46

(1.82)

(1.08)

Total Comprehensive Income for the year

333.90

2,278.45

366.99

697.81

Add / (Less) Share of Minority Interest (B)

(123.12)

98.18

-

-

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

922.64

1,138.17

368.81

698.89

APPROPRIATIONS

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

922.64

1,138.17

368.81

698.89

Other Comprehensive Income for the year

(3.82)

(3.00)

(1.82)

(1.08)

Balance brought forward from previous year

11,783.80

10,859.29

2,298.44

1,811.26

Add / (Less) : On account of Consolidation Adjustments

1.45

(0.03)

-

-

Amount available for appropriations

12,704.07

11,994.43

2,665.43

2,509.07

Less : Appropriations

Proposed Dividend on Equity Shares

-

(153.97)

-

(153.97)

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

-

(31.66)

-

(31.66)

Transfer to General Reserve

(25.00)

(25.00)

(25.00)

(25.00)

Balance carried to Balance Sheet

12,679.07

11,783.80

2,640.43

2,298.44

Notes:

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

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

Performance Highlights

Consolidated Financial Results:

The audited consolidated financial statements of your Company as on 31st March, 2021, prepared in accordance with the relevant applicable Ind AS and Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations”) and provisions of the Companies Act, 2013, forms part of this Annual Report.

The key aspects of your Company''s ("or AEL'') consolidated performance during the financial year

2020-21 are as follows:

Operational Highlights

Your Company is the flagship company of Adani Group, one of India''s largest business organisations. Over the years, your Company has focused on building emerging infrastructure businesses, contributing to nation-building and divesting them into separate listed entities. Having successfully incubated infrastructure unicorns like Adani Transmission, Adani Power, Adani Ports & SEZ, Adani Green Energy and Adani Total Gas, the Company has contributed significantly to make the country self-reliant with our current portfolio of robust businesses. The next-generation of its strategic business investments are centered on airport management, technology parks, roads, data centers and water infrastructure with shift towards the B2C segment. Following these principles has led to very strong returns to our shareholders. A one-rupee investment in Adani Enterprises, which was the group''s first IPO in 1994, has returned over 800x.

The following are some of the operational highlights

for FY 2020-21:

¦ Integrated Resource Management (IRM) volume

stood at 63.4 MMT vs 78.8 MMT in FY 2019-20.

¦ Mining Services coal production increased by 13%

to 17.5 MMT vs 15.5 MMT in FY 2019-20.

¦ Solar Manufacturing volume increased by 17% to

1158 MW vs 990 MW in FY 2019-20.

¦ With construction of Roads progressing well in 3 projects, the Company now has portfolio of 10 assets under agreements with National Highway Authority of India. Out of 10 projects, 8 road projects are under Hybrid Annuity Model and the Company has recently received LOA for 1 road project under Build Operate & Transfer model and 1 project under Toll Operate and Transfer model.

¦ In the Airports business, the Company has -

• Acquired 23.5% stake in Mumbai International

Airports Ltd. during the year.

• Out of 6 bids won, taken over operations of 3 Airports at Mangaluru, Lucknow and Ahmedabad during the year and concession agreements are signed for remaining 3 Airports.

¦ Formed a joint venture "AdaniConneX" with

EdgeConnex to develop and operate data centers throughout India and roped in Flipkart as a strategic

partner for facility at Chennai.

¦ Joint venture Adani Wilmar continues to maintain leadership of its "Fortune” brand with refined edible

oil market share of more than 20%.

Financial Highlights:

¦ Shareholders value increased at CAGR of 113% in

last 4 years by demerger of renewable generation and city gas distribution businesses.

¦ Consolidated EBIDTA grew by 10% to H3,259 crore

in FY 2020-21 vs H2,968 crore in FY 2019-20.

¦ Consolidated PAT attributable to owners (before exceptional items) grew by 26% to H1,182 crore in

FY 2020-21 vs H939 crore in FY 2019-20.

¦ Consolidated Income from Operations stood at H40,291 crore vs H44,086 crore in FY 2019-20.

Standalone Financial Results:

On standalone basis, your Company registered total income of H13,751 crore and PAT of H369 crore.

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

this Report.

Organisational Initiatives in response to COVID-19 situation

The outbreak of deadly COVID-19 virus and the ensuing lockdowns and restrictions imposed across the country affected operations across our various businesses. Our business continuity plan was put in motion and

was tested during this period. The initial focus was to ensure safety of our employees and providing seamless service to our customers. Since our core business segments are linked with essential service segments, it was imperative for us to continue our supply and services, while strictly following government guidelines. With work from home initiative for office staff, the Company continued to operate on remote basis for administrative, regulatory, payments and other legal compliances.

COVID-19 is an unprecedented challenge. The lockdown

gave India time to make a concerted effort to flatten the outbreak curve towards the end of the first quarter, after which the demand picked up due to opening of

the economic activities across the nation. During this difficult year, the Company ensured sufficient liquidity on hand, unused bank lines and strong support from promoters to meet its liabilities as and when they fall due. Our early spends on enabling IT and digital infrastructure during previous years paid off well in this crisis. The company also conducted its first virtual AGM as permitted under relevant regulations with seamless attendance and voting facilities.

India is currently experiencing a massive second wave

of Covid-19 infections with partial lockdowns and restrictions compared to the first wave. Hence, we expect no major changes in the economic activities. At all times, physical health and emotional wellbeing of our employees and business partners remain of foremost importance to the Company and all efforts have been taken to mitigate impact in our operations. In responding to this crisis, our primary objective has been to ensure the safety of our employees, to deliver our contractual and customer commitments, and put in place mechanisms to protect the financial wellbeing of the Company.

As the nation is gearing up with major vaccination drive, we expect normalcy to return sooner. The ongoing COVID-19 crisis calls for the entire nation to fight as one collective force. The Adani Group has contributed H100 crore to the PM-CARES Fund during the year, with your Company''s contribution of H15 crore. Adani Group has also continued to support governments, communities and fellow citizens with its efforts in setting up covid care centers, importing oxygen concentrators and oxygen plants for those in need. Adani Group will continue to contribute resources to provide support in these testing times.

Dividend

Your Directors have recommended a dividend of 100% (H1/- per Equity Share of face value of H1 each) on the fully paid up Equity Shares out of the profits of the Company for the financial year 2020-21. The said

dividend, if approved by the shareholders, would result into a cash outflow of H109.98 crore.

Transfer to Reserves

The Company proposes to transfer H25 crore to the General Reserve out of the amount available for

appropriation.

Non-Convertible Debentures

During the year under review, your Company has issued (i) 4,000 Rated, Listed Secured Redeemable Non-Convertible Debentures ("NCDs”) and (ii) 1,593 Secured, Rated, Listed, Redeemable, Principal Protected Market Linked Non-Convertible Debentures ("MLD”), having face value of H10 lakh each aggregating

to H559.30 crore on a private placement basis which are listed on the Wholesale Debt Market Segment of

the BSE Limited.

Fixed Deposits

During the year under review, your Company has not

accepted any fixed deposits within the meaning of Section 73 of the Companies Act, 2013 and the rules

made there under.

Particulars of Loans, Guarantees or Investments

During the year under review, your Company has made loans, given guarantees, provided securities and made

investments in compliance with Section 186 of the Companies Act, 2013. The said details are given in the

Notes to the financial statements.

Subsidiaries, Joint Ventures, Associate Companies and LLPs

Your Company had 111 Subsidiaries (direct and indirect including LLPs) and 2 Associate Companies as on

31st March, 2020.

During the year under review, the following changes have been taken place in Subsidiaries, Joint Venture,

Associate Companies and LLPs:-

Subsidiary companies formed/acquired:

1. Nanasa Pidgaon Road Private Limited (Subsidiary of Adani Road Transport Limited, which is a wholly owned subsidiary of the Company)

2. Vijayawada Bypass Project Private Limited (Subsidiary of Adani Road Transport Limited, which

is a wholly owned subsidiary of the Company)

3. AdaniConnex Private Limited (formerly known as DC Development Chennai Private Limited)

4. DC Development Noida Private Limited

5. DC Development Hyderabad Private Limited

6. Adani Global (Switzerland) LLC (Subsidiary of Adani

Global Pte. Ltd., which is a step down subsidiary of the Company)

7. MP Natural Resources Private Limited (formerly

known as Adani Chendipada Mining Private Limited)

8. PLR Systems Private Limited (Subsidiary of

Ordefence Systems Limited, which is a wholly owned subsidiary of the Company)

9. Azhiyur Vengalam Road Private Limited

10. Kutch Copper Limited

11. PRS Tolls Private Limited

covered in the Management Discussion and Analysis

Report which forms part of this Report.

Directors and Key Managerial Personnel

Mr. V. Subramanian and Mrs. Vijaylaxmi Joshi were appointed as Independent Directors of the Company for a period of five years upto August, 2021 and November, 2021 respectively. The Board of Directors on recommendation of Nomination and Remuneration Committee has re-appointed them as Independent Directors for a second term of five consecutive years upto August, 2026 and November, 2026 respectively, subject to approval of members at the ensuing Annual General Meeting. The terms and conditions of appointment of Independent Directors are as per Schedule IV of the Act and SEBI Listing Regulations.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Companies Act, 2013 and the SEBI Listing Regulations and there has been no change in the circumstances which may affect their status as independent director during the year.

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

Mr. Pranav V. Adani (DIN: 00008457) is liable to retire by rotation and being eligible offers himself for re-appointment.

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

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

Directors'' Responsibility Statement

Pursuant to Section 134(5) of the Companies Act, 2013,

the Board of Directors, to the best of their knowledge and ability, state the following:

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

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

12. Kodad Khammam Road Private Limited

13. Vizag Tech Park Limited

Cessation of Subsidiary companies:

1. North West Rail Pty Ltd

2. PT Tambang Sejahtera Bersama

Cessation of Associate company:

1. MP Natural Resources Private Limited (formerly known as Adani Chendipada Mining Private Limited)

In view of above, your Company has 122 Subsidiaries (direct and indirect including LLPs) and 1 Associate Company as on 31st March, 2021.

During the year under review, the Company has signed

Joint Venture (JV) agreement with -

a) EdgeConneX, Inc. ("ECX”), a leading Global Data Centre Operator through its affiliate EdgeConneX

Europe B.V, ("ECX Europe BV”) and

b) AdaniConnex Private Limited (formerly known as DC Development Chennai Private Limited) for the

purpose of strategic partnership for Data Center business in India and 50% equity stake dilution of AdaniConnex Private Limited by the Company to

ECX Europe BV.

Pursuant to the provisions of Section 129, 134 and 136 of the Companies Act, 2013 read with rules framed

there under and Regulation 33 of the SEBI Listing Regulations, the Company has prepared consolidated financial statements of the Company and its subsidiaries and a separate statement containing the salient features of financial statement of subsidiaries, joint ventures and associates in Form AOC-1 which forms part of this Annual Report.

The annual financial statements and related detailed information of the subsidiary companies shall be made available to the shareholders of the holding and subsidiary companies of the Company seeking such information on all working days during business hours. The financial statements of the subsidiary companies shall also be kept for inspection by any shareholder/s during working hours at the Company''s Registered Office and that of the respective subsidiary companies concerned. In accordance with Section 136 of the Companies Act, 2013, the audited financial statements, including consolidated financial statements and related information of the Company and audited accounts of each of its subsidiaries, are available on our website, www.adanienterprises.com Pursuant to Section 134 of the Act read with Rule 8(1) of the Companies (Accounts) Rules, 2014 the details of developments of subsidiaries of the Company are

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

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

e. that proper internal financial controls were in place

and that the financial controls were adequate and were operating effectively;

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

Policies

The updated policies adopted by the Company as per statutory and governance requirements are uploaded on website of the Company at https://www. adanienterprises.com/investors/corporate-governance

Number of Board Meetings

The Board of Directors met 4 (four) times during the year under review. The details of board meetings and

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

report.

Independent Directors'' Meeting

The Independent Directors met on 12th March, 2021, without the attendance of Non-Independent Directors and members of the Management. The Independent Directors reviewed the performance of non-independent directors and the Board as a whole; the performance of the Chairperson of the Company, taking into account the views of Executive Directors and Non-Executive Directors and assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

Board Evaluation

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

Internal Financial Controls system and their adequacy

The details in respect of internal financial controls

system and their adequacy are included in the Management Discussion & Analysis which forms part of this report.

Risk Management

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

Committees of the Board

Details of various committees constituted by the Board of Directors as per the provision of the SEBI Listing Regulations and the Companies Act, 2013 are given in the Corporate Governance Report which forms part of

this report.

Corporate Social Responsibility

The Company has constituted a Corporate Social Responsibility (CSR) Committee and framed a CSR Policy. The brief details of CSR Committee are provided in the Corporate Governance Report. The Annual Report on CSR activities is annexed to this Report. The updated CSR Policy is available on the website of the Company at https://www.adanienterprises. com/-/media/Project/Enterprises/Investors/corporate-governance/Polices/AEL CSR policy.pdf

Corporate Governance and Management Discussion and Analysis Report

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

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

management personnel of the Company, who have affirmed the compliance thereto.

Business Responsibility Report

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

part of this Annual Report.

Prevention of Sexual Harassment at Workplace

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

Annual Return

The Annual Return of the Company as on 31st March, 2021 is available on the website of the Company at

https://www.adanienterprises.com/-/media/Project/

Enterprises/Investors/Investor-Downloads/Annual-

ReturnMELMGT7FORWEBSITE.pdf

Related Party Transactions

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

Significant and Material Orders passed by the Regulators or Courts or Tribunals Impacting the Going Concern Status of the Company

There are no significant and material orders passed by the Regulators or Courts or Tribunals which would

impact the going concern status and the Company''s future operations.

Insurance

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

Auditors & Auditors'' Report

Pursuant to the provisions of Section 139 of the Companies Act, 2013 read with rules made thereunder,

M/s. Shah Dhandharia & Co LLP, Chartered Accountants (Firm Registration No. 118707W), were appointed as Statutory Auditors of the Company to hold office till conclusion of the 30th Annual General Meeting (AGM) of the Company to be held in the calendar year 2022.

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

and therefore do not call for any comments under Section 134 of the Companies Act, 2013. The Auditors'' Report is enclosed with the financial statements in this

Annual Report.

Secretarial Audit Report

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the rules made thereunder, the Company has re-appointed Mr. Ashwin Shah, Practicing Company Secretary to undertake the Secretarial Audit of the Company. The Secretarial Audit Report for FY 2020-21 is annexed which forms part of this report as Annexure-A. There are no qualifications or reservations or adverse remarks or disclaimer given by Secretarial Auditors of the Company,

Cost Audit Report

Your Company has re-appointed M/s. K. V. Melwani & Associates, Practicing Cost Accountants to conduct audit of cost records of Mining Activities of the Company for the year 31st March, 2022. The Cost Audit Report for the year 2019-20 was filed before the due date with the Ministry of Corporate Affairs.

The Company has maintained the cost accounts and records in accordance with Section 148 of the Companies Act, 2013 and Rule 8 of the Companies (Accounts) Rules, 2014.

Particulars of Employees

The information required under Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in

separate annexure forming part of this Report as Annexure-B.

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

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

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

Acknowledgment

Your Directors are highly grateful for all the guidance,

support and assistance received from the Government of India, Government of Gujarat, Financial Institutions and Banks. Your Directors thank all shareholders, esteemed customers, suppliers and business associates

for their faith, trust and confidence reposed in the Company.

Your Directors also wish to place on record their sincere

appreciation for the dedicated efforts and consistent contribution made by the employees at all levels, to ensure that the Company continues to grow and excel even during the challenging times of COVID-19

pandemic.

For and on behalf of the Board of Directors

Gautam S. Adani

Place: Ahmedabad

Executive Chairman

Date: 5th May 2021

(DIN: 00006273)


Mar 31, 2019

DIRECTORS'' REPORT

Dear Shareholders,

The Directors are pleased to present the 27th Annual Report along with the audited financial statements of your Company for the financial year ended on 31st March, 2019.

Financial Performance

The summarized financial performance highlight is as mentioned below:

(Rs, in Crores)

Particulars

Consolidated Results

Standalone Results

2018-19

2017-18

2018-19

2017-18

FINANCIAL RESULTS

Total Revenue

40,950.62

36,516.16

15,923.60

10,154.46

Total Expenditure other than Financial Costs and

38,409.86

33,889.72

14,593.32

8,913.95

Depreciation

Profit before Depreciation, Finance Costs and Tax

2,540.76

2,626.44

1,330.28

1,240.51

Finance Costs

1,625.07

1,250.17

581.07

666.35

Depreciation, Amortization and Impairment Expense

389.77

663.92

101.19

87.41

Profit / (Loss) for the year before Exceptional Items and Tax

525.92

712.35

648.02

486.75

Add / (Less) Exceptional Items

(157.98)

(273.13)

(20.82)

(181.05)

Profit / (Loss) for the year before Taxation

367.94

439.22

627.20

305.70

Total Tax Expenses

144.54

112.11

142.29

96.45

Net Profit / (Loss) for the year from Continuing Operations

223.40

327.11

484.91

209.25

Net Profit / (Loss) for the year from Discontinuing Operations

90.78

47.61

2.33

(12.22)

Profit for the year

314.18

374.72

487.24

197.03

Add / (Less) Share in Joint Venture & Associates

191.73

219.48

-

-

Net Profit / (Loss) after Joint Venture & Associates (A)

505.91

594.20

487.24

197.03

Add / (Less) Other Comprehensive Income (after tax)

683.23

248.36

(0.88)

(2.87)

Total Comprehensive Income for the year

1189.14

842.56

486.36

194.16

Less: Share of Minority Interest (B)

211.23

163.05

-

-

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

717.14

757.25

487.24

197.03

APPROPRIATIONS

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

717.14

757.25

487.24

197.03

Other Comprehensive Income for the year

(0.25)

(4.95)

(0.88)

(2.87)

Balance brought forward from previous year

11,620.58

10,930.81

2,456.28

2,325.07

Add / (Less) : On account of Consolidation Adjustments

-

0.42

-

-

Add / (Less) : On account of Renewable & Gas Demerger

(1,616.72)

-

(1068.36)

-

Add / (Less) : On account of gain transferred on sale of

201.57

-

-

-

FVTOCI Equity Instruments

Amount available for appropriations

10,922.32

11,683.53

1,874.28

2,519.23

Less : Appropriations

Proposed Dividend on Equity Shares

(43.99)

(43.99)

(43.99)

(43.99)

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

(9.04)

(8.96)

(9.04)

(8.96)

Transfer to General Reserve

(10.00)

(10.00)

(10.00)

(10.00)

Balance carried to Balance Sheet

10,859.29

11,620.58

1811.26

2,456.28

Note :

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

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

Performance Highlights Consolidated Financial Results:

The audited consolidated financial statements of your Company as on 31st March, 2019, prepared in accordance with the relevant applicable Ind AS and Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations”) and provisions of the Companies Act, 2013, forms part of this Annual Report.

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

Operational Highlights:

- Coal MDO volume increased by 72% to 12.13 MMT vs 7.04 MMT in FY 18.

- Integrated Coal Management (ICM) volume stood at 67.45 MMT.

- Solar Manufacturing volume increased by 11% to 637 MW vs 574 MW in FY 18.

Financial Highlights:

- Consolidated Income from operations increased by 12% to RS,40,379 Crores vs RS,35,924 Crores in FY 18.

- Consolidated EBIDTA stood at RS,2,541 Crores vs RS,2,626 Crores in FY 18.

Standalone Financial Results:

On standalone basis, your Company registered total income of RS,15,923.60 Crore and PAT of RS,487.24 Crore.

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

Dividend

Your Directors have recommended a dividend of 40% (RS,0.40/- per Equity Share of RS,1 each) on the Equity Shares out of the profits of the Company for the financial year 2018-19. The said dividend, if approved by the shareholders, would involve a cash outflow of RS,53.04 Crore including tax thereon.

Transfer to Reserves

The Company proposes to transfer RS,10 Crore to the General Reserve out of the amount available for appropriation.

Status of the Scheme of Arrangements

The Composite Scheme of Arrangement among Adani Gas Holdings Limited (''AGHL) and Adani Gas Limited (''AGL) and Adani Enterprises Limited (''AEL) and their respective Shareholders and Creditors.

During the year under review, the Hon''ble National Company Law Tribunal, Bench at Ahmadabad (''NCLT'') had, vide its order dated 3rd August, 2018 sanctioned the Composite Scheme of Arrangement among Adani Gas Holdings Limited (''AGHL'') and Adani Gas Limited (''AGL'') and Adani Enterprises Limited (''AEL'') and their respective Shareholders and Creditors. The scheme was approved by the shareholders, secured and unsecured creditors of the Company with requisite majority on 3rd July, 2018. The Scheme inter-alia provided for:

(a) amalgamation of AGHL with AGL; and

(b) subject to satisfactory fulfillment of (a) above i.e., upon amalgamation of the AGHL with the AGL becoming effective, demerger of the Demerged Undertaking (as defined in the Scheme) of AEL and transfer of the same to AGL.

In terms of the above Scheme, AGL was required to issue and allot to each member of AEL whose name was recorded in the register of members and records of AEL as on the Record Date in the following ratio -

- 1 (one) equity share of RS,1/- (Rupee One only) each of AGL credited as fully paid up for every 1 (one) equity share of RS,1/- (Rupee One only) each held by such shareholder in AEL.

The Company had fixed 7th September, 2018 as the Record Date to determine its shareholders who would be entitled to the shares of AGL as aforesaid, pursuant to the Scheme.

Accordingly, the Board of Directors of AGL had on 9th September, 2018 allotted Equity Shares to those shareholders of AEL whose names appeared in the Register of Members as on the Record Date in the above mentioned ratio.

The Equity Shares of AGL were listed and admitted for dealings on stock exchanges w.e.f. 5th November, 2018.

Fixed Deposits

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

Non-Convertible Debentures

During the year under review, the Company has bought back 1,500 Rated, Listed, Taxable, Secured, Redeemable, Non-Convertible Debentures (NCDs) having face value of RS,10 Lakhs each agreegating to RS,150 Crore which were issued on private placement basis by the Company and listed on the Wholesale Debt Market (WDM) of BSE Limited.

Particulars of Loans, Guarantees or Investments

During the year under review, your Company made loans, given guarantees, provided securities and made investments in compliance with Section 186 of the Companies Act, 2013. The said details are given in the notes to the financial statements.

Subsidiaries, Joint Ventures, Associate Companies and LLPs

During the year under review, the following changes have taken place in Subsidiaries, Joint Venture, Associate Companies and LLPs:-

Subsidiary companies formed/acquired

1. Bilaspur Pathrapali Road Private Limited

2. Whyalla Renewable Holdings Pty Limited (Subsidiary of Adani Renewable Asset Holdings Pty Ltd, which is a step down subsidiary of the Company)

3. Whyalla Renewables Pty Limited (Subsidiary of Whyalla Renewable Holdings Pty Ltd, which is a step down subsidiary of the Company)

4. Adani Agri Logistics (Dahod) Limited

5. Adani Agri Logistics (Borivali) Limited (Subsidiary of Adani Agri Logistics Limited ("AALL”), which is a subsidiary of the Company)

6. Adani Australia Pty Limited (Subsidiary of Adani Global Pte Ltd, which is a step down subsidiary of the Company)

7. Adani Rugby Run Finance Pty Limited (Subsidiary of Adani Rugby Run Pty Ltd, which is a step down subsidiary of the Company)

8. Adani Agri Logistics (Dhamora) Limited (Subsidiary of AALL, which is a subsidiary of the Company)

9. Bailadila Iron Ore Mining Private Limited

10. Adani Agri Logistics (Samastipur) Limited

11. Adani Agri Logistics (Darbhanga) Limited

12. Mundra Copper Limited

13. Adani Water Limited

14. Prayagraj Water Private Limited

15. Adani Rave Gears India Limited (Subsidiary of Adani Defence Systems and Technologies Limited, which is a subsidiary of the Company)

16. Galilee Biodiversity Company Pty Limited (Subsidiary of Adani Mining Pty Ltd., which is a subsidiary of the Company)

17. Gidhmuri Paturia Collieries Private Limited

Cessation of Subsidiary companies / LLPs

The following companies ceased as subsidiaries of the Company pursuant to the Scheme approved by the Hon''ble National Company Law Tribunal vide its order dated 3rd August, 2018.

1. Adani Gas Limited

2. Adani Gas Holdings Limited

In order to consolidate Logistics business across the group under one entity, for focused attention, better regulatory compliance, reduce operational cost and strengthen the sustainability of the businesses, the Company''s entire stake in the following subsidiaries and step-down subsidiaries was divested to Adani Logistics Limited, a related party pursuant to the postal ballot process on 28th March, 2019.

- Subsidiaries

1. Adani Agri Logistics Limited

2. Adani Agri Logistics (Samastipur) Limited

3. Adani Agri Logistics (Darbhanga) Limited

4. Adani Agri Logistics (Dahod) Limited

- Step-down subsidiaries

1. Adani Agri Logistics (MP) Limited

2. Adani Agri Logistics (Harda) Limited

3. Adani Agri Logistics (Hoshangabad) Limited

4. Adani Agri Logistics (Satna) Limited

5. Adani Agri Logistics (Ujjain) Limited

6. Adani Agri Logistics (Dewas) Limited

7. Adani Agri Logistics (Kotkapura) Limited

8. Adani Agri Logistics (Katihar) Limited

9. Adani Agri Logistics (Kannauj) Limited

10. Adani Agri Logistics (Panipat) Limited

11. Adani Agri Logistics (Moga) Limited

12. Adani Agri Logistics (Raman) Limited

13. Adani Agri Logistics (Barnala) Limited

14. Adani Agri Logistics (Nakodar) Limited

15. Adani Agri Logistics (Mansa) Limited

16. Adani Agri Logistics (Bathinda) Limited

17. Adani Agri Logistics (Dhamora) Limited

18. Adani Agri Logistics (Borivali) Limited

In order to consolidate Power business across the group under one entity, for focused attention, better regulatory compliance, reduce operational cost and strengthen the sustainability of the businesses, the Company''s entire stake in the following subsidiaries was divested to Adani Power Limited - a related party pursuant to postal ballot process on 28th March, 2019.

1. Adani Power Dahej Limited

2. Pench Thermal Energy (MP) Limited (Earlier known as Adani Pench Power Limited)

3. Kutchh Power Generation Limited

List of other companies / LLPs which have ceased as subsidiaries of the Company -

1. Adani Chendipada Mining Private Limited (became Associate Company w.e.f. 25th May, 2018)

2. Adani Renewable Energy Park Limited

3. Adani Renewable Energy Park (Gujarat) Limited

4. Adani Green Energy Pte. Limited

5. PT Mitra Naiga Mulia

During the year under review, there was no change in Joint Venture Companies.

Pursuant to the provisions of Section 129, 134 and 136 of the Companies Act, 2013 read with rules framed there under and Regulation 33 of the SEBI Listing Regulations, the Company has prepared consolidated financial statements of the Company and its subsidiaries and a separate statement containing the salient features of financial statement of subsidiaries, joint ventures and associates in Form AOC-1 which forms part of this Annual Report.

The annual financial statements and related detailed information of the subsidiary companies shall be made available to the shareholders of the holding and subsidiary companies seeking such information on all working days during business hours. The financial statements of the subsidiary companies shall also be kept for inspection by any shareholder/s during working hours at the Company''s

Registered Office and that of the respective subsidiary companies concerned. In accordance with Section 136 of the Companies Act, 2013, the audited financial statements, including consolidated financial statements and related information of the Company and audited accounts of each of its subsidiaries, are available on our website, www.adanienterprises.com. Pursuant to Section 134 of the Act read with Rule 8(1) of the Companies (Accounts) Rules,

2014 the details of developments of subsidiaries of the Company are covered in the Management''s Discussion and Analysis Report which forms part of this Report.

Directors and Key Managerial Personnel

During the year under review, Mr. Berjis Desai (DIN: 00153675), resigned as Director (Non-Executive & Independent) of the Company with effect from 26th June, 2018 due to his pre-occupation.

The Board places on record its deep appreciation for the valuable services rendered as well as advice and guidance provided by Mr. Berjis Desai during his tenure.

Mr. Rakesh Shah was appointed as CFO of the Company by the Board of Directors at its meeting held on 10th May, 2018. Mr. Rakesh Shah resigned as CFO of the Company w.e.f. 16th April, 2019 due to personal reasons. The Board of Directors on recommendation of Nomination and Remuneration Committee & Audit Committee appointed Mr. Jugeshinder Singh as CFO w.e.f. 29th May, 2019.

Mr. Hemant M. Nerurkar was appointed as an Independent Director of the Company for a period of five years upto August, 2020. The Board of Directors on recommendation of Nomination and Remuneration Committee has re-appointed him as an Independent Director for a second term of five consecutive years upto August, 2025, subject to approval of members at the ensuing Annual General Meeting. The terms and conditions of appointment of Independent Directors are as per Schedule IV of the Act and SEBI Listing Regulations.

The tenure of Mr. Rajesh S. Adani as Managing Director of the Company will expire on 9th June, 2020. The Nomination and Remuneration Committee and the Board of Directors at their respective meetings held on 29th May, 2019 recommended and approved the re-appointment and payment of remuneration to Mr. Rajesh S. Adani as Managing Director of the Company for a further period of five years w.e.f 10th June, 2020 subject to the approval of members. Terms and conditions for his re-appointment are contained in the Explanatory Statement forming part of the notice of the ensuing Annual General Meeting.

The tenure of Mr. Pranav V. Adani as an Executive Director designated as a Director of the Company will expire on 31st March, 2020. The Nomination and Remuneration Committee and the Board of Directors at their respective meetings held on 29th May, 2019 recommended and approved the re-appointment and payment of remuneration to Mr. Pranav V. Adani as an Executive Director designated as a Director of the Company for a further period of 5 (Five) years w.e.f. 1st April, 2020 subject to approval of members at the ensuing Annual General Meeting.

Pursuant to the provisions of Section 149 of the Act, Mr. Hemant M. Nerurkar was appointed as an Independent Director at the Annual General Meetings of the Company held on 10th August, 2016. Further, Mr. V. Subramanian, Mrs. Vijaylaxmi Joshi and Mr. Narendra Mairpady were appointed as Independent Directors at the Annual General Meeting of the Company held on 9th August, 2017 and 7th August, 2018. The terms and conditions of appointment of Independent Directors are as per Schedule IV of the Act. The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Companies Act, 2013 and the SEBI Listing Regulations and there has been no change in the circumstances which may affect their status as independent director during the year.

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

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

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

Directors'' Responsibility Statement

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

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

b. that such accounting policies have been selected and applied consistently and judgement and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2019 and of the profit of the Company for the year ended on that date;

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

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

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

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

Policies

During the year under review, the Board of Directors of the Company has amended / approved changes in Corporate Social Responsibility policy; Nomination and Remuneration Policy of Directors, Key Managerial Personnel and Other Employees; Policy for determining Material Subsidiaries; Related Party Transaction Policy; Vigil Mechanism / Whistle Blower Policy; Code of Conduct for Board of Directors and Senior Management of the Company; Material Events Policy; Website Content Archival Policy and Code of internal procedures and conduct for regulating, monitoring and reporting of Trading by Insiders to comply with the recent amendments in the Companies Act, 2013 and SEBI Listing Regulations. Accordingly, the updated policies are uploaded on website of the Company at https://www. adanienterprises.com/investors/investor-download.

Number of Board Meetings

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

Independent Directors'' Meeting

The Independent Directors met on 7th February, 2019, without the attendance of Non-Independent Directors and members of the Management. The Independent Directors reviewed the performance of non-independent directors and the Board as a whole; the performance of the Chairperson of the Company, taking into account the views of Executive Directors and Non-Executive Directors and assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

Board Evaluation

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

Policy on Directors'' Appointment & Remuneration

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

Internal Financial Control system and their adequacy

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

Risk Management

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

Committees of the Board

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

Corporate Social Responsibility

The Company has constituted a Corporate Social Responsibility (CSR) Committee and framed a CSR Policy. The brief details of CSR Committee are provided in the Corporate Governance Report. The Annual Report on CSR activities is annexed to this Report. The updated CSR Policy is available on the website (http://www.adanienterprises.com/investors/ investor-download) of the Company.

Corporate Governance and Management Discussion and Analysis Report

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

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

Business Responsibility Report

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

Prevention of Sexual Harassment at Workplace

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

Extract of Annual Return

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

Related Party Transactions

During the year under review, the Company has entered into material related party transactions in terms of Section 188 of the Act with Adani Logistics Limited and Adani Power Limited which may be deemed not in the ordinary course of business of the Company. Details of the said transaction(s) are provided in Form AOC-2, annexed to the Directors'' Report as Annexure-B.

Except as stated above, all related party transactions entered into during the financial year were on an arm''s length basis and in the ordinary course of business.

Significant and Material Orders passed by the Regulators or Courts or Tribunals Impacting the Going Concern Status of the Company

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

Insurance

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

Auditors & Auditors'' Report

Pursuant to the provisions of Section 139 of the Companies Act, 2013 read with rules made there under, M/s. Shah Dhandharia & Co., Chartered Accountants (Firm Registration No. 118707W), were appointed as Statutory Auditors of the Company to hold office till conclusion of the 30th Annual General Meeting (AGM) of the Company to be held in the calendar year 2022.

The Notes to the financial statements referred in the Auditors Report are self-explanatory. There are no qualifications or reservations or adverse remarks or disclaimers given by Statutory Auditors'' of the Company and therefore do not call for any comments under Section 134 of the Companies Act, 2013. The Auditors'' Report is enclosed with the financial statements in this Annual Report.

Secretarial Audit Report

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the rules made there under, the Company has re-appointed Mr. Ashwin Shah, Practicing Company Secretary to undertake the Secretarial Audit of the Company. The Secretarial Audit Report for FY 2018-19 is annexed, and forms part of this report as Annexure-C. There are no qualifications or reservations or adverse remarks or disclaimers given by Secretarial Auditors of the Company,

Cost Audit Report

Your Company has re-appointed M/s. K. V. Melwani & Associates, Practicing Cost Accountants to conduct audit of cost records of Mining Activities of the Company for the year 31st March, 2020. The Cost Audit Report for the year

2017-18 was filed before the due date with the Ministry of Corporate Affairs.

The Company has maintained the cost accounts and records in accordance with Section 148 of the Companies Act, 2013 and Rule 8 of the Companies (Accounts) Rules, 2014.

Particulars of Employees

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

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

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

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of The Companies (Accounts) Rules,

2014, as amended from time to time is annexed to this Report as Annexure-E.

Acknowledgment

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

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

For and on behalf of the Board of Directors

Place: Ahmedabad Gautam S. Adani

Date: 29th May, 2019 Executive Chairman

(DIN: 00006273)


Mar 31, 2018

Dear Shareholders,

The Directors are pleased to present the 26th Annual Report along with the audited financial statements of your Company for the financial year ended on 31st March, 2018.

Financial Performance Summary

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

Particulars

Consolidated Results

Standalone Results

2017-18

2016-17

2017-18

2016-17

FINANCIAL RESULTS

Total Revenue

37,984.37

37,342.62

10,166.42

8,466.49

Total Expenditure other than Financial Costs and Depreciation

34,982.07

34,679.13

8,923.72

7,208.39

Profit before Depreciation, Finance Costs and Tax

3,002.30

2,663.49

1,242.70

1,258.11

Finance Costs

1,306.02

1,257.31

666.35

781.80

Depreciation, Amortisation and Impairment Expense

814.57

315.46

87.41

78.86

Profit / (Loss) for the year before Exceptional Items and Tax

881.71

1090.72

488.94

397.45

Add / (Less) Exceptional Items

(183.49)

26.95

(181.05)

-

Profit / (Loss) for the year before Taxation

698.22

1,117.67

307.89

397.45

Total Tax Expenses

206.96

271.15

96.91

166.88

Net Profit / (Loss) for the year from Continuing Operations

491.26

846.52

210.98

230.57

Net profit / (Loss) for the year from Discontinuing Operations

(113.93)

(38.80)

(13.95)

(8.93)

Profit for the year

377.33

807.72

197.03

221.64

Add / (Less) Share in Joint Venture & Associates

216.87

117.53

-

-

Net Profit / (Loss) after Joint Venture & Associates (A)

594.20

925.25

197.03

221.64

Add / (Less) Other Comprehensive Income (after tax) classified to Reserve & Surplus (B)

(5.07)

(183)

(2.87)

0.46

Add / (Less) Other Comprehensive Income (after tax) classified to Foreign Currency Translation Reserve

57.62

(230.52)

-

-

Total Comprehensive Income for the year

842.56

692.90

194.16

222.10

Add / (Less) Share of Minority Interest (C)

163.17

62.37

-

-

Net Profit / (Loss) for the year after Minority Interest (A B C)

752.30

985.79

194.16

222.10

APPROPRIATIONS

Net Profit / (Loss) for the year after Minority Interest (A B C)

752.30

985.79

194.16

222.10

Balance brought forward from previous year Profit / (Loss)

10,930.81

9,959.75

2,325.07

2,112.97

Add / (Less) : On account of Consolidation Adjustments

0.42

(4.73)

-

-

Amount available for appropriations

11,683.53

10,940.81

2,519.23

2,335.07

Less : Appropriations

Proposed Dividend on Equity Shares

(43.99)

-

(43.99)

-

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

(8.96)

-

(8.96)

-

Transfer to General Reserve

(10.00)

(10.00)

(10.00)

(10.00)

Balance carried to Balance Sheet

11,620.58

10930.81

2,456.28

2,325.07

Note :

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

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

Performance of your Company Consolidated Financial Results:

The audited consolidated financial statements of your Company as on 31st March, 2018, prepared in accordance with the relevant applicable IND AS and Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”) and provisions of the Companies Act, 2013, forms part of this Annual Report.

The key aspects of your Company’s consolidated performance during the financial year 2017-18 are as follows:

Operational Highlights:

Coal Trading volumes stood at 66.05 Million Metric Tons (“MMT”).

- Coal Mine Development and Operations volumes stood at 7.04 MMT.

- Renewable Power Generation was 1652.70 Million Units of KWh.

- City Gas Distribution volumes up 17% to 478.60 Million Metric Standard Cubic Meters (“MMSCM”).

Financial Highlights:

- Consolidated total revenue from operations for FY 18 was Rs.37,984.37 Crore.

- Consolidated EBIDTA for FY 18 was Rs.3,002.30 Crore.

- Consolidated PAT for FY 18 stood at Rs.752.30 Crore.

Standalone Financial Results :

On standalone basis, your Company registered total revenue of Rs.10,166.42 Crore and PAT of Rs.197.03 Crore.

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

Dividend

Your Directors have recommended a dividend of 40% (Rs.0.40/- per Equity Share of Rs.1 each) on the Equity Shares out of the profits of the Company for the financial year 2017-18. The said dividend, if approved by the shareholders, would involve a cash outflow of Rs.53.04 Crore including tax thereon.

Transfer to Reserves

The Company proposes to transfer Rs.10 crore to the General Reserve out of the amount available for appropriation.

Status of the Scheme of Arrangements

(A) The Scheme of Arrangement among Adani Enterprises Limited (AEL) and Adani Green Energy Limited (AGEL) and their respective Shareholders and Creditors.

During the year under review, the Hon’ble National Company Law Tribunal, Bench at Ahmedabad (‘NCLT’) had, vide its order dated 16th February, 2018 sanctioned the Scheme of Arrangement among Adani Enterprises Limited (‘AEL) and Adani Green Energy Limited (‘AGEL’) and their respective Shareholders and Creditors under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 (‘the scheme’). The scheme was approved by the shareholders, secured and unsecured creditors of the Company with requisite majority on 10th January, 2018. The Scheme provided for demerger of the Renewable Power Undertaking (as defined in the scheme) of AEL and transfer of the same to AGEL with effect from the Appointed Date i.e. 1st April, 2018.

In terms of the above Scheme, AGEL was required to issue and allot to each member of AEL whose name was recorded in the register of members and records of AEL as on the Record Date in the following ratio - - 761 (Seven Hundred Sixty One) equity shares of Rs.10/- (Rupees Ten Only) each of AGEL credited as fully paid-up for every 1000 (One Thousand) equity shares of Rs.1/- (Rupee One Only) each held by such shareholder in AEL.

The Company had fixed 6th April, 2018 as the record date to determine its shareholders who would be entitled to the shares of AGEL as aforesaid, pursuant to the Scheme.

Accordingly, the Board of Directors of AGEL had on 8th April, 2018 allotted Equity Shares to those shareholders of AEL whose names appeared in the Register of Members as on the Record Date in the above mentioned ratio.

(B) The Composite Scheme of Arrangement among Adani Gas Holdings Limited (AGHL’) and Adani Gas Limited (AGL’) and Adani Enterprises Limited (‘AEL’) and their respective Shareholders and Creditors.

In order to simplify the holding structure resulting in reduction of managerial overlaps and reduction in multiplicity of legal and regulatory compliances and to segregate Gas Sourcing and Distribution Business from other businesses of the Company, the Board of Directors of your Company at its meeting held on 18th January, 2018, approved the Composite Scheme of Arrangement among Adani Gas Holdings Limited (‘AGHL) and Adani Gas Limited (‘AGL) and Adani Enterprises Limited (‘AEL’) and their respective Shareholders and Creditors under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 (‘the Scheme’). The Scheme is subject to requisite Statutory and Regulatory approvals and sanction by the respective shareholders and creditors of each the companies involved in the scheme. The Scheme, with effect from respective effective date (as defined in the scheme), inter alia, provides for:

Key Highlights of the Scheme

(a) Amalgamation of AGHL (“Transferor Company”) with AGL (“Transferee Company” or “Resulting Company”) pursuant to the provisions of sections 230 to 232 and other applicable provisions of the Companies Act, 2013; and

(b) Subject to (a) above i.e., upon amalgamation of the Transferor Company with the Transferee Company becoming effective, demerger of the Gas Sourcing and Distribution Business (as defined in the Scheme) of AEL (“Demerged Company”) and transfer of the same to AGL (“the Resulting Company”) pursuant to the provisions of sections 230 to 232 and other applicable provisions of the Companies Act, 2013.

(c) Pursuant to the demerger as (b) above, AGL will issue Equity Shares to the shareholders of AEL in share exchange ratio of 1 (one) equity share of Rs.1/-(Rupee One only) each of AGL credited as fully paid up for every 1 (one) equity share of Rs.1/- (Rupee One only) each held by shareholders of AEL as on record date to be decided by AEL.

(d) Equity Shares of AGL will be listed on BSE Limited and National Stock Exchange of India Limited subject to necessary approvals.

Fixed Deposits

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

Non-Convertible Debentures

As on 31st March, 2018, 1500 Rated, Listed, Taxable, Secured, Redeemable, Non-Convertible Debentures (NCDs) having face value of Rs.10 Lakhs each aggregating to Rs.150 Crore were outstanding issued on private placement basis listed on the Wholesale Debt Market Segment of BSE Limited.

Particulars of Loans, Guarantees or Investments

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

Subsidiaries, Joint Ventures, Associate Companies and LLPs

During the year under review, the following changes have taken place in Subsidiaries, Joint Venture, Associate Companies and LLPs:-

Subsidiary companies formed/acquired

1. Gare Pelma III Collieries Limited

2. Adani Global Resources Pte Ltd. (Subsidiary of Adani Global Pte Ltd, which is a step down subsidiary of the Company)

3. Carmichael Rail Network Holdings Pty Ltd (Subsidiary of Adani Global Resources Pte Ltd, which is a step down subsidiary of the Company)

4. Carmichael Rail Network Pty Ltd (Subsidiary of Carmichael Rail Network Holdings Pty Ltd, which is a step down subsidiary of the Company)

5. Adani Renewable Asset Holdings Pty Ltd (Subsidiary of Adani Global Pte Ltd, which is a step down subsidiary of the Company)

6. Adani Renewable Assets Pty Ltd (Subsidiary of Adani Renewable Asset Holdings Pty Ltd, which is a step down subsidiary of the Company)

7. Adani Rugby Run Pty Ltd (Subsidiary of Adani Renewable Asset Holdings Pty Ltd, which is a step down subsidiary of the Company)

8. Adani Global Royal Holdings Pte Ltd (Subsidiary of Adani Global Pte Ltd, which is a step down subsidiary of the Company)

9. Queensland RIPA Holdings Pty Ltd (Subsidiary of Adani Global Royal Holdings Pte Ltd, which is a step down subsidiary of the Company)

10. Queensland RIPA Pty Ltd (Subsidiary of Queensland RIPA Holdings Pty Ltd, which is a step down subsidiary of the Company)

11. Queensland RIPA Finance Pty Ltd (Subsidiary of Queensland RIPA Pty Ltd, which is a step down subsidiary of the Company)

12. Adani Transport Limited

Cessation of Subsidiary companies / LLPs

List of companies/LLPs which have ceased as subsidiaries of the Company -

1. Adani Green Energy Limited (became Associate Company w.e.f. 6th June, 2017)

2. Adani Green Energy (Tamilnadu) Limited

3. Adani Green Energy (MP) Limited

4. Zemira Renewable Energy Limited

5. Kamuthi Solar Power Limited

6. Ramnad Solar Power Limited

7. Ramnad Renewable Energy Limited

8. Kamuthi Renewable Energy Limited

9. Adani Green Energy (UP) Ltd.

10. Parampujya Solar Energy Private Limited

11. Rosepetal Solar Energy Private Limited

12. Adani Wind Energy (Gujarat) Private Limited

13. Kilaj Solar (Maharashtra) Private Limited

14. Gaya Solar (Bihar) Private Limited

15. Mahoba Solar (UP) Private Limited

16. Wardha Solar (Maharashtra) Private Limited

17. Adani Renewable Power LLP

18. Adani Energy Limited

During the year under review, there was no change in Joint Venture Companies.

Pursuant to the provisions of Section 129, 134 and 136 of the Companies Act, 2013 read with rules framed there under and Regulation 33 of the SEBI Listing Regulations, the Company has prepared consolidated financial statements of the Company and its subsidiaries and a separate statement containing the salient features of financial statement of subsidiaries, joint ventures and associates in Form AOC-1 which forms part of this Annual Report.

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

Directors and Key Managerial Personnel

During the year under review, Mr. Anil Ahuja (DIN:00759440), ceased as Director of the Company with effect from 31st May, 2017 on attaining retirement criteria in accordance with the Group’s Retirement Policy for Non-Executive Independent Directors and tenure mentioned in the Resolution passed by Members of the Company at 22nd Annual General Meeting held on 9th August, 2014.

Mr. Vasant S. Adani (DIN:00006356), resigned from the directorship of the Company with effect from 12th August, 2017 due to his pre-occupation.

Mr. Ameet H. Desai (DIN:00007116), Executive Director and CFO of the Company also resigned w.e.f. 12th August, 2017 due to his pre-occupation.

Mr. Rajiv Nayar (DIN: 07903822) was appointed as an Additional Director (Category - Executive) and CFO by the Board at its meeting held on 12th August, 2017. Due to prioritization of wider group related professional responsibilities, he has resigned as an Additional Director (Category - Executive) & CFO w.e.f. 1st May, 2018. Mr. Rakesh Shah was appointed as CFO of the Company w.e.f. 10th May, 2018.

The Board places on record its deep appreciation of the valuable services rendered as well as advice and guidance provided by Mr. Anil Ahuja, Mr. Vasant S. Adani, Mr. Ameet H. Desai and Mr. Rajiv Nayar during their tenure.

Mr. Vinay Prakash (DIN: 03634648) was appointed as an Additional Director (Category - Executive) by the Board at its meeting held on 12th August, 2017 subject to approval of members at the ensuing Annual General Meeting.

The Nomination and Remuneration Committee and the Board of Directors at their respective meetings held on 10th May, 2018 recommended and approved the appointment and payment of remuneration to Mr. Vinay Prakash as an Executive Director designated as a Director of the Company for a period of 5 (Five) years w.e.f. 12th August, 2017 subject to approval of members at the ensuing Annual General Meeting.

Mr. Narendra Mairpady (DIN: 00536905) was appointed as an Additional Director of the Company w.e.f 9th December, 2017. As an Additional Director, he holds office upto the ensuing Annual General Meeting. The Company has received notice from a member under Section 160 of the Companies Act, 2013 proposing his appointment as Director of the Company.

In accordance with the provisions of Section 149 of the Companies Act, 2013, Mr. Narendra Mairpady is being appointed as an Independent Director to hold office as per his tenure of appointment mentioned in the Notice of the ensuing Annual General Meeting of the Company.

The tenure of Mr. Gautam S. Adani as an Executive Chairman of the Company will expire on 30th November, 2018. The Nomination and Remuneration Committee and the Board of Directors at their respective meetings held on 10th May, 2018 recommended and approved the re-appointment and payment of remuneration to Mr. Gautam S. Adani as an Executive Chairman of the Company for a further period of five years i.e. upto 30th November, 2023 subject to the approval of members. Terms and conditions for his re-appointment are contained in the Explanatory Statement forming part of the notice of the ensuing Annual General Meeting.

Pursuant to the provisions of Section 149 of the Act, Mr. Berjis Desai and Mr. Hemant M. Nerurkar were appointed as Independent Directors at the Annual General Meeting of the Company held on 9th August, 2014 and 10th August, 2016, respectively. Further, Mr. V. Subramanian and Mrs. Vijaylaxmi Joshi were appointed as Independent Directors at the Annual General Meeting of the Company held on 9th August, 2017. The terms and conditions of appointment of Independent Directors are as per Schedule IV of the Act. The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Companies Act, 2013 and the SEBI Listing Regulations and there has been no change in the circumstances which may affect their status as independent director during the year.

Pursuant to the requirements of the Companies Act, 2013 and Articles of Association of the Company, Mr. Rajesh S. Adani (DIN:00006322) and Mr. Pranav Adani (DIN:00008457) are liable to retire by rotation and being eligible offer themselves for re-appointment.

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

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

Directors’ Responsibility Statement

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

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

b. that such accounting policies have been selected and applied consistently and judgement and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st Mach, 2018 and of the profit of the Company for the year ended on that date;

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

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

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

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

Number of Board Meetings

The Board of Directors met 6 (six) times during the year under review. The details of board meetings and the attendance of the Directors are provided in the Corporate Governance Report which forms part of this report.

Independent Directors’ Meeting

The Independent Directors met on 29th March, 2018, without the attendance of Non-Independent Directors and members of the Management. The Independent Directors reviewed the performance of non-independent directors and the Board as a whole; the performance of the Chairperson of the Company, taking into account the views of Executive Directors and Non-Executive Directors and assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

Board Evaluation

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

Policy on Directors’ Appointment & Remuneration

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

Internal Financial Control system and their adequacy

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

Risk Management

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

Committees of the Board

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

Corporate Social Responsibility

The Company has constituted a Corporate Social Responsibility (CSR) Committee and has framed a CSR Policy. The brief details of CSR Committee are provided in the Corporate Governance Report. The Annual Report on CSR activities is annexed to this Report. The CSR Policy is available on the website (http://www.adanienterprises.com/investors/investor-download) of the Company.

Corporate Governance and Management Discussion and Analysis Report

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

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

Business Responsibility Report

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

Prevention of Sexual Harassment at Workplace

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

Extract of Annual Return

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

Related Party Transactions

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

Significant and Material Orders passed by the Regulators or Courts or Tribunals Impacting the Going Concern Status of the Company

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

Insurance

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

Auditors & Auditors’ Report

Pursuant to the provisions of Section 139 of the Companies Act, 2013 read with rules made thereunder, M/s. Shah Dhandharia & Co., Chartered Accountants (Firm Registration No. 118707W), were appointed as Statutory Auditors of the Company to hold office till conclusion of the 30th Annual General Meeting (AGM) of the Company to be held in the calendar year 2022.

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

Secretarial Audit Report

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the rules made thereunder, the Company has re-appointed Mr. Ashwin Shah, Practicing Company Secretary to undertake the Secretarial Audit of the Company. The Secretarial Audit Report for FY 2017-18 is annexed, which forms part of this report as Annexure-B. There were no qualifications, reservation or adverse remarks given by Secretarial Auditors of the Company.

Cost Audit Report

Your Company has re-appointed M/s. K. V. Melwani & Associates, Practicing Cost Accountants to conduct audit of cost records of Mining Activities of the Company for the year 3 1st March, 2019. The Cost Audit Report for the year 2016-17 was filed before the due date with the Ministry of Corporate Affairs.

Particulars of Employees

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

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

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

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

Acknowledgment

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

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

For and on behalf of the Board of Directors

Gautam S. Adani

Place : Ahmedabad Executive Chairman

Date : 10th May, 2018 (DIN: 00006273)


Mar 31, 2017

Dear Shareholders,

The Directors are pleased to present the 25th Annual Report along with the audited financial statements of your Company for the financial year ended on 31st March, 2017.

Financial Performance Summary

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

Particulars

Consolidated Results

Standalone Results

2016-17

2015-16

2016-17

2015-16

FINANCIAL RESULTS

Total Revenue

38,056.44

35,130.66

9,282.18

9,126.50

Total Expenditure other than Financial Costs and Depreciation

34,966.05

32,341.61

8,025.66

7,855.77

Profit before Depreciation, Finance Costs and Tax

3,090.39

2,789.05

1,256.52

1,270.73

Finance Costs

1,572.74

1,356.99

791.71

717.14

Depreciation, Amortization and Impairment Expense

640.00

314.45

78.86

79.36

Profit / (Loss) for the year before Exceptional Items and Tax

877.65

1,117.61

385.95

474.23

Add / (Less) Exceptional Items

26.95

(61.83)

-

41.73

Profit / (Loss) for the year before Taxation

904.60

1,055.78

385.95

515.96

Total Tax Expenses

96.88

77.94

164.31

(4.15)

Net Profit / (Loss) for the year

807.72

977.84

221.64

520.11

Add / (Less) Share in Joint Venture & Associates

117.53

21.99

-

-

Net Profit / (Loss) after Joint Venture & Associates (A)

925.25

999.83

221.64

520.11

Add / (Less) Other Comprehensive Income (after tax) classified to Reserve & Surplus (B)

(1.84)

(1.25)

0.46

0.67

Add / (Less) Other Comprehensive Income (after tax) classified to Foreign Currency Translation Reserve

(230.52)

495.00

-

-

Total Comprehensive Income for the year

692.89

1,493.58

222.10

520.78

Add / (Less) Share of Minority Interest (C)

62.38

10.89

-

-

Net Profit / (Loss) for the year after Minority Interest (A B C)

985.79

1,009.47

222.10

520.78

APPROPRIATIONS

Net Profit / (Loss) for the year after Minority Interest (A B C)

985.79

1,009.47

222.10

520.78

Balance brought forward from previous year Profit / (Loss)

9,959.75

9,091.42

2,112.97

1,800.22

Add / (Less) : On account of Consolidation Adjustments

(4.73)

77.31

-

-

Amount available for appropriations

10,940.81

10,178.20

2,335.07

2,321.00

Less : Appropriations

Proposed Dividend on Equity Shares

-

197.96

-

197.96

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

-

10.49

-

0.07

Transfer to General Reserve

10.00

10.00

10.00

10.00

Balance carried to Balance Sheet

10,930.81

9,959.75

2,325.07

2,122.97

Note - The financial results of the Company have been prepared in accordance with the Indian Accounting Standards (IND AS) w.e.f. 1st April, 2016. Consequently, the results for the previous period have also been restated as per IND AS.

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

Performance of your Company Consolidated Financial Results:

The audited consolidated financial statements of your

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

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

Operational Highlights:

- Coal Trading volumes grew by 4% to 80.84 Million Metric Tons ("MMT"),

- Coal Mine Development and Operations volumes grew by 33% to 7.33 MMT

- Renewable Power Generation was 787.12 Million Units of KWh.

- City Gas Distribution volumes was up by 7% to 408.45 Million Metric Standard Cubic Meters ("MMSCM").

Financial Highlights:

- Consolidated total revenue from operations for FY 17 was Rs, 38,056.44 Crore.

- Consolidated EBIDTA for FY 17 was Rs, 3,090.39 Crore.

- Consolidated PAT for FY 17 stood at Rs, 985.79 Crore.

Standalone Financial Results :

On standalone basis, your Company registered total revenue of Rs, 9,282.18 Crore and PAT of Rs, 221.64 Crore.

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

Dividend

Your Directors have recommended a dividend of 40% (Rs,0.40 per Equity Share of Rs, 1 each) on the Equity Shares out of the profits of the Company for the financial year 2016-17. The said dividend, if approved by the shareholders, would involve a cash outflow of Rs, 52.95 Crore including tax thereon.

Transfer to Reserves

The Company proposes to transfer Rs, 10 crore to the General Reserve out of the amount available for appropriation.

Fixed Deposits

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

Non-Convertible Debentures

During the year under review, your Company has issued 1,500 Rated, Listed, Taxable, Secured, Redeemable, Non-Convertible Debentures (NCDs) having face value of Rs, 10 Lakhs each aggregating to Rs, 150 Crore on a private placement basis listed on the Wholesale Debt Market Segment of the BSE Limited.

Particulars of Loans, Guarantees or Investments During the year under review, your Company has made loans, given guarantees, provided securities and made investments in compliance with Section 186 of the Companies Act, 2013. The said details are given in the notes to the financial statements.

Subsidiaries, Joint Ventures, Associate Companies and LLPs

During the year under review, the following changes have taken place in Subsidiaries, Joint Venture, Associate Companies and LLPs:-

Subsidiary companies and LLPs formed/acquired

1. Adani-Elbit Advanced Systems India Limited

2. Adani Cementation Limited

3. Adani Agri Logistics (Kannauj) Limited (Subsidiary of the

Adani Agri Logistics Limited (AALL), which is a subsidiary of the Company)

4. Adani Agri Logistics (Panipat) Limited (Subsidiary of the

AALL, which is a subsidiary of the Company)

5. Adani Agri Logistics (Raman) Limited (Subsidiary of the

AALL, which is a subsidiary of the Company)

6. Adani Agri Logistics (Moga) Limited (Subsidiary of the

AALL, which is a subsidiary of the Company)

7. Adani Agri Logistics (Barnala) Limited (Subsidiary of the

AALL, which is a subsidiary of the Company)

8. Adani Agri Logistics (Nakodar) Limited (Subsidiary of the AALL, which is a subsidiary of the Company)

9. Adani Agri Logistics (Mansa) Limited (Subsidiary of the AALL, which is a subsidiary of the Company)

10. Adani Agri Logistics (Bathinda) Limited (Subsidiary of the AALL, which is a subsidiary of the Company)

11. Urja Maritime Inc (Subsidiary of the Adani Shipping Pte. Ltd., which is a step down subsidiary of the Company)

12. Adani Infrastructure Private Limited

13. Adani Tradewing LLP

14. Adani Commodities LLP

15. Adani Tradex LLP

16. Adani Tradecom LLP

17. Adani Renewable Power LLP (Subsidiary of Adani Green Energy Limited which is a subsidiary of the Company)

Cessation of Subsidiary companies

List of companies which have ceased as subsidiaries of the Company -

1. PT Mundra Coal

2. Adani Bunkering Pte. Ltd

Cessation of Associate companies

List of companies which have ceased as associates of the Company -

1. Adani Kandla Bulk Terminal Private Limited

2. Adani Murmugao Port Terminal Private Limited Pursuant to the provisions of Section 129, 134 and 136 of the Companies Act, 2013 read with rules framed there under and Regulation 33 of the SEBI Listing Regulations, the Company had prepared consolidated financial statements of the Company and its subsidiaries and a separate statement containing the salient features of financial statement of subsidiaries, joint ventures and associates in Form AOC-1 which forms part of this Annual Report.

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

Directors and Key Managerial Personnel

Mr. V. Subramanian (DIN: 00357727) and Mrs. Vijaylaxmi Joshi (DIN: 00032055) were appointed as Additional Directors of the Company w.e.f 22nd August, 2016 and 2nd December, 2016, respectively to hold office upto the ensuing Annual General Meeting. The Company has received notices from a member proposing appointment of Mr. V. Subramanian and Mrs. Vijaylaxmi Joshi as Directors of the Company,

In accordance with the provisions of Section 149 of the Companies Act, 2013, Mr. V. Subramanian and Mrs. Vijaylaxmi Joshi are being appointed as Independent Directors to hold office as per their tenure of appointment mentioned in the Notice of the ensuing Annual General Meeting of the Company,

Pursuant to the provisions of Section 149 of the Act, which came into effect from 1st April, 2014, Mr. Anil Ahuja, Mr. Berjis Desai and Mr. Hemant M. Nerurkar were appointed as Independent Directors at the Annual General Meeting of the Company held on 9th August, 2014 and 10th August, 2016. The terms and conditions of appointment of Independent Directors are as per Schedule IV of the Act. The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Companies Act, 2013 and the SEBI Listing Regulations and there has been no change in the circumstances which may affect their status as independent director during the year.

Pursuant to the requirements of the Companies Act, 2013 and Articles of Association of the Company, Mr. Rajesh S. Adani (DIN: 00006322) and Mr. Pranav Adani (DIN: 00008457) are liable to retire by rotation and being eligible offer themselves for re-appointment.

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

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

During the year under review, Dr. Ravindra H. Dholakia

\ (DIN: 00069396), resigned from the directorship of the Company with effect from 24th May, 2016 due to his pre-occupation. The Board places on record its sincere appreciation for the valuable contribution and guidance rendered by Dr. Ravindra H. Dholakia during his tenure with the Company,

Directors'' Responsibility Statement

Pursuant to Section 134(5) of the Companies Act, 2013, the

Board of Directors, to the best of their knowledge and ability, state the following:

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

b. that such accounting policies have been selected and applied consistently and judgment and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st Mach, 2017 and of the profit of the Company for the year ended on that date;

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

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

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

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

Number of Board Meetings

The Board of Directors met 4 (four) times during the year under review. The details of board meetings and the attendance of the Directors are provided in the Corporate Governance Report which forms part of this report.

Independent Directors'' Meeting

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

Board Evaluation

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

Policy on Directors'' Appointment and Remuneration The Company’s policy on directors'' appointment and remuneration and other matters provided in Section 178(3) of the Companies Act, 2013 is made available on the Company''s website (http://www.adanienterprises.com/investors/investor-download).

Internal Financial Control system and their adequacy

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

Risk Management

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

Committees of the Board

Detai ls of vari ous comm ittees con sti tu ted by th e Board of Directors as per the provision of the SEBI Listing Regulations and the Companies Act, 2013 are given in the Corporate Governance Report which forms part of this report.

Corporate Social Responsibility

The Company has constituted a Corporate Social Responsibility (CSR) Committee and has framed a CSR Policy. The brief details of CSR Committee are provided in the Corporate Governance Report. The Annual Report on CSR activities is annexed to this Report. The CSR Policy is available on the website (http://www.adanienterprises.com/ investors/investor-download) of the Company.

Corporate Governance and Management Discussion and Analysis Report

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

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

Business Responsibility Report

The Business Responsibility Report for the year ended 31st March, 2017 as stipulated under Regulation 34 of the SEBI Listing Regulations is annexed and forms part of this Annual Report.

Prevention of Sexual Harassment at Workplace

As per the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 and rules made there under, your Company has constituted

Internal Complaints Committee (ICC) which is responsible for redressal of complaints related to sexual harassment. During the year under review, there were no complaints pertaining to sexual harassment.

Extract of Annual Return

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

Related Party Transactions

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

Significant and Material Orders passed by the Regulators or Courts or Tribunals Impacting the Going Concern Status of the Company

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

Insurance

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

Auditors & Auditors'' Report

Pursuant to the provisions of Section 139 of the Companies Act, 2013, read with the Companies (Audit and Auditors) Rules, 2014, the term of M/s. Dharmesh Parikh & Co., Chartered Accountants (Firm Registration No.: 112054W),

Statutory Auditors of the Company expires at the conclusion of the ensuing Annual General Meeting of the Company,

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

The Board of Directors of the Company at their meeting held on 24th May, 2017, on the recommendation of the Audit Committee, have recommended the appointment of M/s. Shah Dhandharia & Co., Chartered Accountants (Firm Registration No. 118707W), as the Statutory Auditors of the Company to the Members at the 25th Annual General Meeting of the Company for an initial term of 5 years. Accordingly, a resolution, proposing appointment of M/s. Shah Dhandharia & Co., Chartered Accountants, as the Statutory Auditors of the Company for a term of five consecutive years

i.e. from the conclusion of 25th Annual General Meeting till the conclusion of 30th Annual General Meeting of the Company pursuant to Section 139 of the Companies Act, 2013, forms part of the Notice calling 25th Annual General Meeting of the Company. In this regard, the Company has received a certificate to the effect that they satisfy the criteria provided under Section 141 of the Act and that the appointment, if made, shall be in accordance with the applicable provisions of the Act and rules framed there under.

Secretarial Audit Report

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the rules made there under, the Company has re-appointed Mr. Ashwin Shah, Practicing Company Secretary to undertake the Secretarial Audit of the Company. The Secretarial Audit Report for FY 2016-17 is annexed, which forms part of this report as Annexure-B. There were no qualifications, reservation or adverse remarks given by Secretarial Auditors of the Company.

Cost Audit Report

Your Company has appointed M/s. K V Melwani & Associates, Practicing Cost Accountants to conduct audit of cost records of Mining Activities of the Company for the year 31st March, 2018. The Cost Audit Report for the year 2015-16 was filed before the due date with the Ministry of Corporate Affairs.

Particulars of Employees

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

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

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

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

Acknowledgment

Your Directors are highly grateful for all the guidance, support and assistance received from the Government of India, Government of Gujarat, Financial Institutions and Banks.

Your Directors thank all shareholders, esteemed customers, suppliers and business associates for their faith, trust and confidence reposed in the Company.

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

For and on behalf of the Board of Directors

Gautam S. Adani

Place : Ahmadabad Executive Chairman

Date : 24th May, 2017 (DIN: 00006273)


Mar 31, 2015

Dear Shareholders,

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

FINANCIAL PERFORMANCE SUMMARY

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

Consolidated Results Particulars 2014-15 2013-14

FINANCIAL RESULTS

Total Revenue 65,519.85 56,225.86

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

Depreciation

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

Finance Costs 7,056.29 5,703.04

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

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

Extra Ordinary Items and Tax

Add / (Less) Exceptional Items (66.83) -

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

Items and Tax

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

Total Tax Expenses 365.39 (1,031.92)

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

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

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

APPROPRIATIONS

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

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

Add : On account of Consolidation (3.12) 39.39

Amount available for appropriations 10,732.06 9,164.14

Less : appropriations

Proposed Dividend on Equity Shares 153.97 153.97

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

Credit of Tax on Dividend Earlier year Adjustment - -

Depreciation charged to Retained Earning 46.30 -

Transfer to General Reserve 163.80 137.58

Transfer to Debenture Redemption Reserve 334.07 50.19

Transfer to Capital Redemption Reserve 0.11 0.09

Balance carried to Balance Sheet 9,993.86 8,787.13

FINANCIAL RESULTS

Particulars Standalone Results 2014-15 2013-14

Total Revenue 16.212.50 12,993.46

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

Finance Costs 927.44 760.93

Depreciation, Amortization and Impairment Expenses 81.73 59.07

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

Add / (Less) Exceptional Items (70.99) -

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

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

Total Tax Expenses 25.10 (183.62)

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

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

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

APPROPRIATIONS

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

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

Add : On account of Consolidation (3.91) -

Amount available for appropriations 1,805.65 1,556.68

Less : appropriations 153.97 153.97

Proposed Dividend on Equity Shares 5.18 -

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

Credit of Tax on Dividend Earlier year - - Adjustment

Depreciation charged to Retained Earning 40.00 -

Transfer to General Reserve - -

Transfer to Debenture Redemption Reserve - -

Transfer to Capital Redemption Reserve 1.606.50 1,402.71

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

PERFORMANCE OF YOUR COMPANY 0 Consolidated Financial Results:

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

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

- Standalone Financial Results :

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

DIVIDEND

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

TRANSFER TO RESERVES

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

STATUS OF COMPOSITE SCHEME OF ARRANGEMENT

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

- Key Highlights of the Scheme

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

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

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

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

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

- Reduction of Securities Premium Account of AEL; and

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

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

NON-CONVERTIBLE DEBENTURES

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

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

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

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

- Cessation of the Subsidiary, Joint Ventures and Associate Companies

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

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

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

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

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

DIRECTORS AND KEY MANAGERIAL PERSONNEL

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

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

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

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

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

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

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

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

DIRECTORS' RESPONSIBILITY STATEMENT

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

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

b. that such accounting policies have been selected and applied consistently and judgement and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st Mach, 2015 and of the profit of the Company for the year ended on that date;

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

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

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

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

NUMBER OF BOARD MEETINGS

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

INDEPENDENT DIRECTORS' MEETING

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

BOARD EVALUATION

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

POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION

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

INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY

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

RISK MANAGEMENT

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

COMMITTEES OF BOARD

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

CORPORATE SOCIAL RESPONSIBILITY

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

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS REPORT

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

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

BUSINESS RESPONSIBILITY REPORT

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

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

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

EXTRACT OF ANNUAL RETURN

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

RELATED PARTY TRANSACTIONS

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

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

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS OF THE COMPANY

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

INSURANCE

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

AUDITORS & AUDITORS' REPORT

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

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

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

SECRETARIAL AUDIT REPORT

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

COST AUDIT REPORT

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

PARTICULARS OF EMPLOYEES

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

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

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

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

ACKNOWLEDGMENT

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

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

For and on behalf of the Board of Directors

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


Mar 31, 2014

Dear Shareholders,

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

FINANCIAL PERFORMANCE SUMMARY

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

FINANCIAL RESULTS

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

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

Depreciation

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

Finance Costs 5,351.09 3,492.47 761.18 302.10

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

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

Extra Ordinary Items and Tax

Add / (Less) Exceptional Items - 898.33 - 202.99

Profit / (Loss) for the year before Extra Ordinary

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

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

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

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

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

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

APPROPRIATIONS

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

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

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

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

Proposed Dividend on Equity Shares 153.97 153.97 153.97 153.97

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

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

Transfer to General Reserve 137.58 194.15 - 60.00

Transfer to Debenture Redemption Reserve 50.19 53.55 - -

Transfer to Capital Redemption Reserve 0.09 0.11 - -

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

PERFORMANCE OF YOUR COMPANY

Ø Consolidated Financial Results:

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

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

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

Ø Standalone Financial Results :

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

DIVIDEND

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

FIXED DEPOSITS

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

CORPORATE GOVERNANCE

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

FORMATION OF VARIOUS COMMITTEES

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

DIRECTORS

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

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

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

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

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

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

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

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

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

DIRECTORS'' RESPONSIBILITY STATEMENT

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

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

2. The Board of Directors of the Company have selected appropriate accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2014 and of the profit and cash flow of the Company for the year ended on that date;

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

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

SUBSIDIARY COMPANIES

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

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

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

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

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

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

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

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

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

Ø Cessation of the Subsidiary Company:

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

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

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

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

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

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

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

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

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

CORPORATE SOCIAL RESPONSIBILITY

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

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

BUSINESS RESPONSIBILITY REPORT

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

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

AUDITORS & AUDITORS'' REPORT

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

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

COST AUDITORS

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

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

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

PARTICULARS OF EMPLOYEES

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

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

HUMAN RESOURCES

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

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

ACKNOWLEDGEMENTS

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

For and on behalf of the Board of Directors

Place : Ahmedabad Rajesh S. Adani Devang S. Desai

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


Mar 31, 2013

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

FINANCIAL PERFORMANCE SUMMARY

(Rs. in Crores)

Particulars Consolidated Results Standalone Results

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

FINANCIAL RESULTS

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

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

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

Finance Costs 3,492.93 1,825.56 302.57 165.03

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

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

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

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

Add / (Less) Extraordinary Items - - - -

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

Total Tax Expenses 787.66 476.06 91.31 25.36

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

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

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

APPROPRIATIONS

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

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

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

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

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

Less : appropriations

Proposed Dividend on Equity Shares 153.97 109.98 153.97 109.98

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

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

Transfer to General Reserve 194.15 141.22 60.00 50.00

Transfer to Debenture Redemption Reserve 53.55 36.41 - -

Transfer to Capital Redemption Reserve 0.11 0.11 - -

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

PERFORMANCE OFYOUR COMPANY

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

- Consolidated Financial Results:

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

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

- Standalone financial Results:

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

DIVIDEND

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

FIXED DEPOSITS

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

CORPORATE GOVERNANCE

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

FORMATION OF VARIOUS COMMITTEES

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

DIRECTORS

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

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

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

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

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

DIRECTORS'' RESPONSIBILITY STATEMENT:

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

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

2. The Board of Directors of the Company have selected appropriate accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2013 and of the profit and cash flow of the Companyfortheyearended on thatdate;

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

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

SUBSIDIARYCOMPANIES

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

- Subsidiary Companies formed/acquired:

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

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

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

- Companies ceasing to be subsidiary Companies:

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

CORPORATE SOCIAL RESPONSIBILITY

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

BUSINESS RESPONSIBILITY REPORT

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

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

AUDITORS & AUDITORS'' REPORT

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

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

COSTAUDITORS

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

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

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

PERSONNEL

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

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

HUMAN RESOURCES

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

ACKNOWLEDGEMENTS

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

For and on behalf of the Board of Directors

Place: Ahmedabad GAUTAM S. ADANI

Date : 20th May, 2013 Chairman


Mar 31, 2012

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

RESULTS OF OUR OPERATIONS

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

(Rs. In Crores)

Particulars Consolidated Results Standalone Results

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

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

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

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

Finance Costs 1,825.56 633.77 165.03 74.62

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

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

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

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

Add / (Less) Extraordinary Items - - - -

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

Total Tax Expenses 476.06 447.19 25.36 (5.26)

Net Profit before Minority Interest 2,020.32 2825.90 361.72 269.11

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

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

Appropriations

Proposed Dividend on Equity Shares 109.98 109.98 109.98 109.98

Dividend for earlier year - 11.38 - 11.38

Tax on Dividend (including surcharge) 43.02 20.40 17.84 20.39

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

Amalgamated Entities

Transfer to General Reserve 141.22 128.64 50.00 50.00

Transfer to Debenture Redemption Reserve 36.41 85.42 - -

Transfer to Capital Redemption Reserve 0.11 0.11 - -

Transfer to Capital Reserve - 1.56 - -

COMPANY'S PERFORMANCE

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

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

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

NEW CORPORATE IDENTITY

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

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

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

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

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

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

DIVIDEND

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

FIXED DEPOSITS

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

CORPORATE GOVERNANCE

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

FORMATION OF VARIOUS COMMITTEES

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

DIRECTORS

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

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

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

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

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

DIRECTORS' RESPONSIBILITY STATEMENT

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

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

2. The Board of Directors of the Company have selected appropriate accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2012 and of the profit and cash flow of the Company for the year ended on that date;

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

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

SUBSIDIARY COMPANIES

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

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

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

Subsidiary Companies formed/acquired:

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

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

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

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

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

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

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

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

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

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

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

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

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

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

15. Rajasthan Collieries Ltd.

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

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

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

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

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

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

CORPORATE SOCIAL RESPONSIBILITY

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

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

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

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

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

AUDITORS & AUDITORS' REPORT

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

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

COST AUDITORS

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

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

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

PERSONNEL

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

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

HUMAN RESOURCES

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

ACKNOWLEDGEMENTS

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

For and on behalf of the Board of Directors

Place : Ahmedabad GAUTAM S. ADANI

Date : 2nd July, 2012. Chairman


Mar 31, 2011

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

FINANCIAL RESULTS

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

(Rs. in Crores)

Consolidated Results Standalone Results

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

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

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

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

Finance Charges 633.77 603.97 74.62 450.15

Depreciation 558.55 151.46 13.27 12.76

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

Profit before Tax 3,273.09 1,067.52 263.91 287.75

Provision for Tax 447.19 94.48 (5.20) 33.34

Share of Minority Interest 349.81 53.74 - -

Profit after Tax 2,476.09 919.30 269.11 254.41

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

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

Appropriations:

Proposed Dividend on Equity Shares 109.98 49.86 109.98 49.80

Dividend for earlier year 11.40 - 11.39 -

Tax on Dividend (including surcharge) 20.40 8.281 20.39 8.27

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

Interim Dividend on Equity Shares 102.70 - - -

Transfer to General Reserve 150.40 55.25 50.00 50.00

Transfer to Debenture Redemption Reserve 110.24 - - -

Transfer to Capital Reserve 1.71 - - -

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

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

PERFORMANCE OF YOUR COMPANY

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

- Consolidated Financial Results :

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

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

- Standalone financial Results :

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

DIVIDEND ON EQUITY SHARES

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

SIGNIFICANT DEVELOPMENTS:

- Amalgamation

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

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

- QIP Issue

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

CHANGES IN SHARE CAPITAL

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

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

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

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

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

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

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

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

FIXED DEPOSITS

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

CORPORATE GOVERNANCE

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

FORMATION OF VARIOUS COMMITTEES

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

DIRECTORS

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

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

- Revision in remuneration of Executive Director

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

- Retirement by Rotation

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

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

DIRECTORS RESPONSIBILITY STATEMENT:

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

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

2. The Board of Directors of the Company have selected appropriate accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2011 and of the profit and cash flow of the Company for the year ended on that date;

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

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

SUBSIDIARY COMPANIES

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

26. Karnavati Aviation Private Limited (Subsidiary of MPSEZ)

27. MPSEZ Utilities Private Limited (Subsidiary of MPSEZ)

28. Rajasthan SEZ Private Limited (Subsidiary of MPSEZ)

29. Adani Logistics Limited (Subsidiary of MPSEZ)

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

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

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

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

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

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

36. Chendipada Collieries Pvt. Ltd.

37. Adani Shipping (India) Pvt. Ltd.

38. Mundra LNG Ltd.

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

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

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

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

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

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

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

CORPORATE SOCIAL RESPONSIBILITY

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

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

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

- Education

- Community Health

- Livelihood Development

- Rural Infrastructure Development

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

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

AUDITORS & AUDITORS REPORT

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

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

MANAGEMENT DISCUSSION AND ANALYSIS

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

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

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

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

GROUP

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

PERSONNEL

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

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

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

HUMAN RESOURCES

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

ACHIEVEMENT

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

APPRECIATION

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

For and on behalf of the Board of Directors

Place: Ahmedabad Gautam S. Adani

Date: 12th May, 2011 Chairman


Mar 31, 2010

The directors have pleasure in presenting the 18th Annual Report of the Company, together with the audited financial statement of accounts for the year ended March 31, 2010.

FINANCIAL RESULTS

Financial highlights of the Standalone and Consolidated Statement of Operations of your Company for the financial year 2009-10 are:

(Rs. In Crores)

Year Ended March 31, Standalone Consolidated

2010 2009 2010 2009

Sales and operating earnings 11,584.78 11,575.05 25,889.87 26,258.28

Other income 30.10 12.84 33.49 14.64

Total Income 11,614.88 11587.89 25,923.36 26,272.92

Total Expenditure other than Finance 11,009.13 10983.58 24,200.82 25,256.28

Charges and Depreciation

Gross Profit before Depreciation, Finance 605.75 604.30 1722.54 1016.64 charges and Tax

Finance charges 310.05 214.43 507.86 348.82

Depreciation 12.76 12.08 151.46 82.18

Profit for the period before Prior Period 282.94 377.80 1063.22 585.64

Adjustments & Exceptional Items.

Add / (less) Prior Period Adjustment (1.04) 0.83 (1.07) 0.72

Add / (less) Exceptional Items (Net) 5.85 (4.02) 5.37 (2.44)

Profit before Tax 287.75 374.61 1067.52 583.92

Net Tax 33.34 48.18 94.48 78.48

Share of Minority Interest - - (53.74) (0.79)

Profit after Tax 254.41 326.43 919.30 504.65

Surplus brought forward from previous year 843.95 606.38 1136.67 746.59

Balance available for appropriations 1098.36 932.80 2055.97 1251.24

Appropriations:

Dividend on Equity Shares 49.80 24.67 49.86 24.67

Tax on Dividend 8.27 4.19 8.28 4.19

Transfer to General Reserve 50.00 50.00 55.25 75.71

Transfer to Debenture Redemption Reserve - 10.00 - 10.00

Balance carried to Balance Sheet 990.29 843.95 1942.58 1136.67

Total Appropriation 1098.36 932.81 2055.97 1251.24

PERFORMANCE OF YOUR COMPANY

Your Company continued to strengthen its business and move up the value chain, thereby delivering enhanced value to its all stakeholders worldwide. Salient features of your Companys Standalone and Consolidated financial performance for the year under review are as under:

> Standalone financial performance :

We are pleased to inform that your Company has posted a yet another year of stellar performance and achieved gross revenue of Rs. 11,614.88 Crores as compared to Rs. 11,587.89 Crores in the previous year. The net profit after tax stood at Rs. 254.41 crores as compared to Rs. 326.43 crores in the previous year.

> Consolidated operations :

In compliance with the applicable Clauses of the Listing Agreements with the Stock Exchanges, the Company has prepared Consolidated Financial Statements as per the Accounting Standard on Consolidated Financial Statements (AS 21) issued by the Institute of Chartered Accountants of India. The Audited Consolidated Financial Statements along with the Auditors Report have been annexed to this Annual Report.

Your Companys total consolidated revenue for the year 2009-10 was Rs. 25,923.36 crores as compared to Rs. 26,272.92 crores in the previous year. The Net Profit after provision for taxation for the year ended 31st March, 2010 was Rs. 919.30 crores as against Rs. 504.65 crores in the previous year signifying a healthy growth of 82%. The basic earning per share for the year was Rs. 18.55. Your Companys consolidated net worth increased to Rs. 6024.49 crores as on 31st March, 2010 from Rs. 2994.76 crores as on 31st March, 2009, reflecting the inherent strength of your Company

The book value per share is Rs. 79.12 signifying substantial enhancement in shareholder value.

DIVIDEND ON EQUITY SHARES

After considering your Companys profitability, cash flow and expansion needs your Directors are pleased to recommend a dividend of Re. 1 (100%) per equity share on a face value of Re. 1 each on 49,80,26,550 equity shares fully paid up as on March 31, 2010 (previous year Re. 1 each per equity share on a face value of Re. 1 each on 24,66,09,175 Equity Shares) and any further equity shares that may be allotted by the Company upon the conversion of FCCBs prior to book closure date for 2009-10. This dividend will be paid subject to the approval of shareholders at the forthcoming Annual General Meeting.

The total quantum of dividend, if approved by members will be Rs. 49.80 Crores, while Rs. 8.27 Crores will be paid by the Company towards dividend tax and surcharge on the same. Dividend in the hands of the shareholders will be tax-free.

SCHEME OF AMALGAMATION

The Board of Directors of your Company at its meeting held on 24th April, 2010 have approved (subject to other requisite approvals) scheme of Amalgamation of Adani Infrastructure Services Private Limited, Advance Tradex Private Limited, Adani Tradelinks Private Limited, Trident Trade and Investments Private Limited, Pride Trade and Investments Private Limited, Radiant Trade and Investments Private Limited and Ventura Trade and Investments Private Limited (promoter entities of Mundra Port and Special Economic Zone Ltd.) with your Company from the Appointed Date i.e. 1st April, 2010. In case of Advance Tradex Private Limited, Appointed Date is 20th April, 2010. After the scheme becoming effective, Mundra Port and Special Economic Zone Ltd. will become subsidiary of your Company.

FIXED DEPOSITS

Your Company has not accepted any fixed deposits within the meaning of Section 58A of the Companies Act, 1956 and the rules made there under.

SHARE CAPITAL

Your Directors wish to inform that your Company had issued 28,58,77,584 additional Equity Shares on account of the following:

1. 67,35,250 Equity Shares of the Company of Re. 1 each upon conversion of 5,615 Foreign Currency Convertible Bonds (FCCBs) of USD 10,000 as per the terms of issuance of FCCBs.

2. 24,80,15,675 Bonus Equity Shares of Re. 1 each in the ratio of 1 : 1 to the members of the Company.

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

In view of above, the issued and paid up share capital of your Company stands increased from Rs. 24,66,09,175/- as on 31st March, 2009 to Rs. 53,24,86,759/- as on date.

During the year under review, the Authorised Share Capital of your Company was reclassified by converting Preference Share Capital into Equity Share Capital so as to make entire Rs. 100,00,00,000/- (Rupees One hundred crores only) capital as Equity Share Capital divided into 100,00,00,000 (One hundred crores) Equity Shares of Re. 1 (Rupee one only) each.

Your Directors have also approved a resolution to raise funds through issue of capital of a sum not exceeding Rs. 4000 crores (Rupees Four Thousand Crore only) subject to approval of members of the Company in the domestic or international markets by way of private placement or otherwise through QIP / any other securities issue.

CORPORATE GOVERNANCE

Your Directors reaffirm their continued commitment to good corporate governance practices. Your Company adheres to all stipulations in this regard as provided in Clause 49 of the Listing Agreement which relates to Corporate Governance. A detailed report on the Corporate Governance, together with, a certificate from Statutory Auditors forms part of this report.

FORMATION OF VARIOUS COMMITTEES

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

DIRECTORS

> Appointment of Mr. Devang Desai as an Executive Director

During the year under review, Mr. Devang Desai was appointed as an Additional Director by the Board at its meeting held on 27th January, 2010. He was also appointed as an Executive Director of the Company subject to approval of members at the ensuing Annual General Meeting. As an additional director he holds office upto the ensuing Annual General Meeting. The Company has received notice from a member under Section 257 of the Companies Act, 1956 proposing his appointment as a Director of the Company.

> Re-appointment of Mr. Rajesh S. Adani as Managing Director

The tenure of Mr. Rajesh S. Adani, Managing Director of the Company will expire on 10th June, 2010. The Remuneration Committee and the Board of Directors at their respective meetings held on 14th May 2010 recommended and approved the re-appointment of and payment of remuneration to Mr. Rajesh S. Adani as Managing Director of the Company for a further period of five years i.e. upto 10th June, 2015, subject to the approval of shareholders. Terms and conditions for his re-appointment are contained in the Explanatory Statement forming part of the notice of the ensuing Annual General Meeting.

> Retirement by Rotation

In accordance with the requirements of the Companies Act, 1956 and Articles of Association of the Company, Dr. Pravin P. Shah, Mr. Jay H. Shah and Mr. Yoshihiro Miwa, Directors of the Company retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

Brief details of Directors proposed to be appointed / re-appointed as required under Clause 49 of the Listing agreement are provided in the notice of the Annual General Meeting forming part of this Annual Report.

The Board recommends appointment / re-appointment of aforesaid Directors.

As per the declarations received, none of the Directors of the Company is disqualified to be appointed as a Director of any Public Limited Company in terms of Section 274(1) (g) of the Companies Act, 1956.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to sub-section (2AA) of Section 217 of the Companies Act, 1956, the Board of Directors of your Company hereby confirm that: -

1. In the preparation of the annual accounts, the applicable accounting standards have been followed ;

2. Appropriate accounting policies have been selected and applied consistently and judgments and estimates are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company as at 31 March, 2010 and of the profit and cash flow of the Company for the year ended on 31 March, 2010.

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

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

SUBSIDIARY COMPANIES

Your Company has interests in several businesses and is having global presence with operations in various countries across the globe either directly or through its Subsidiary Companies.

Your Company had 41 subsidiaries at the beginning of the year.

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

1. Adani Gas Ltd.

2. Adani Pench Power Ltd. (set up by Adani Power Ltd.)

3. Adani Power Pte. Ltd., Singapore (set up by Adani Power Ltd.)

4. Kutchh Power Generation Ltd., (set up by Adani Power Ltd.)

5. Rahi Shipping Pte. Ltd., Singapore (set up by Adani Shipping Pte. Ltd.)

6. Vanshi Shipping Pte. Ltd., Singapore (set up by Adani Shipping Pte. Ltd.)

7. Adani Cements Ltd.

8. Maharashtra Eastern Grid Power Transmission Company Ltd.

9. Mahaguj Power Ltd. (set up by Adani Mining Pvt. Ltd.)

10. Adani Infra (India) Ltd.

11. PT Aneka Sumber Bumi., Indonesia (acquired by Adani Global Pte. Ltd., Singapore).

During the year under review, the following Companies ceased to be subsidiary Companies of your Company:

1. Sunanda Agri Trade Pvt. Ltd.

2. PT Kapuas Coal Mining, Indonesia.

In view of above, the total number of subsidiary Companies as on March 31, 2010 were 50.

The Company has been granted an exemption for the year ended March 31, 2010 by The Ministry of Corporate Affairs, Government of India from attaching to its Balance Sheet, the individual Annual Reports of its subsidiary companies. As per the terms of the exemption letter, a statement containing summarized financial details of each of the Companys subsidiaries for the year ended March 31, 2010 is included in the Annual Report.

Shareholders interested in obtaining the statement of Companys interest in the subsidiaries or stand-alone financial statements of the subsidiary Companies may obtain the same by writing to the Asst. Company Secretary of the Company.

The annual accounts of subsidiary Companies are available for inspection by any investor at the registered office of the Company.

CORPORATE SOCIAL RESPONSIBILITY

Your Company is committed to actively contribute to the social and economic development of the country. In keeping Adani Group carries on social welfare activities through a trust namely, “Adani Foundation.”

Adani Foundation is one of the prominent organizations engaged in Corporate Social Responsibility activity in the State of Gujarat. Adani Foundation has a vision for fostering Sustainable and Integrated Development for communities resulting in improvement of quality of life of people. Adani Foundation concentrates its efforts in Mundra Taluka, with special focus on 22 villages catering to more than 46,000 people. The work areas have been divided into focus areas like: Education, Community Health, Livelihood Programmes and Rural Infrastructure Development. Cluster based approach has been adopted with peoples participation as cluster Advisory Committee Members.

AUDITORS AND AUDITORS REPORT

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

The Audit Committee has recommended their re-appointment as Statutory Auditors of the Company. The necessary resolution is being placed before the shareholders for approval.

The Board has duly reviewed the Statutory Auditors Report on the Accounts. The notes forming part of the accounts referred to in the Auditors’ Report of the Company are self explanatory and do not call for any further explanation under Section 217(3) of the Act.

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

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

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

“GROUP” FOR INTER-SE TRANSFER OF SHARES

As required under Clause 3(e) of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 1997, persons constituting “Group” (within the meaning as defined in the Monopolies and Restrictive Trade Practices Act, 1969) for the purpose of availing exemption from applicability of the provisions of Regulation(s) 10 to 12 of the aforesaid SEBI Regulations are given in Annexure II attached herewith and the said Annexure forms part of this report.

PERSONNEL

As required by the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended up-to-date, the names and other particulars of the Employees are set out in the Annexure to the Directors Report. However, as per the provisions of Section 219(1)(b)(iv) of the Companies Act, 1956, the Reports and Accounts are being sent to all the Shareholders of the Company excluding the aforesaid information. Any shareholder interested in obtaining such particulars may write to the Asst. Company Secretary of the Company.

The employee strength of your Company as on 31st March, 2010 was 391 as against 505 as on 31st March, 2009.

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

AWARDS AND RECOGNITIONS

During the year under review, your company was included in Forbess annual ranking of Asia-Pacifics biggest listed companies.

ACKNOWLEDGEMENT

The Board of Directors places on record its deep sense of gratitude to all Investors, Vendors, Traders, Customers, Banks, Financial Institutions, Central and State Governments, Non-Government Agencies, local authorities and the society at large for their continued support. Your Directors also acknowledge the commitment and contribution of all employees to the growth of your Company.

For and on behalf of the Board of Directors

PLACE : AHMEDABAD GAUTAM S. ADANI

DATE : 14th May, 2010. Chairman

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