We have audited the attached Balance Sheet of ADANI ENTERPRISES LIMITED
 as at 31st March, 2011 and also the Profit and Loss Account for the
 year ended on that date annexed thereto and the Cash Flow statement for
 the year ended on that date, which we have signed under reference to
 this report. These financial statements are the responsibility of the
 Companys management. Our responsibility is to express an opinion on
 these financial statements based on our audit.
 
 We have conducted our audit in accordance with auditing standards
 generally accepted in India. Those Standards require that we plan and
 perform the audit to obtain reasonable assurance about whether the
 financial statements are free of material misstatement. An audit
 includes examining, on a test basis, evidence supporting the amounts
 and disclosures in the financial statements. An audit also includes
 assessing the accounting principles used and significant estimates made
 by management, as well as evaluating the overall financial statement
 presentation.  We believe that our audit provide a reasonable basis for
 our opinion.
 
 1.  As required by the Companies (Auditors Report) Order, 2003 (the
 Order) (as amended), issued by the Central Government of India in
 terms of sub-section (4A) of Section 227 of the Companies Act, 1956
 (the Act), we enclose in the Annexure a statement on the matters
 specified in paragraphs 4 & 5 of the said Order.
 
 2.  Further to our comments in the annexure referred to above, we
 report that:
 
 i) We have obtained all the information and explanations, which to the
 best of our knowledge and belief were necessary for the purpose of our
 audit;
 
 ii) In our opinion, proper books of account as required by law have
 been kept by the Company so far as appears from our examination of
 those books;
 
 iii) The Balance Sheet, Profit & Loss Account and Cash Flow Statement
 dealt with by this report are in agreement with the books of account;
 
 iv) In our opinion, the Balance Sheet, Profit & Loss Account and Cash
 Flow Statement dealt with this report comply with the Accounting
 Standards referred to in sub-section (3C) of Section 211 of the
 Companies Act, 1956;
 
 v) On the basis of written representations received from the directors,
 as on 31st March, 2011, and taken on record by the Board of Directors,
 we report that none of the directors is disqualified as on 31st March,
 2011 from being appointed as a director in terms of clause (g) of
 sub-section (1) of Section 274 of the Companies Act, 1956;
 
 vi) In our opinion and to the best of our information and according to
 the explanations given to us, the said accounts read together with the
 Significant Accounting Policies and other notes thereon give the
 information required by the Companies Act, 1956 in the manner so
 required and give a true and fair view in conformity with the
 accounting principles generally accepted in India:
 
 a) in the case of the Balance Sheet, of the State of affairs of the
 Company as at 31st March, 2011;
 
 b) in the case of Profit & Loss Account, of the Profit for the year
 ended on that date; and
 
 c) in the case of Cash Flow Statement, of the cash flows for the year
 ended on that date.
 
 ANNEXURE TO THE AUDITORS REPORT RE: ADANI ENTERPRISES LIMITED
 
 (Referred to in Paragraph 1 of our Report of even date.) (i) (a) The
 Company has maintained proper records showing full particulars,
 including quantitative details and situation of fixed assets.
 
 (b) As explained to us, fixed assets, according to the practice of the
 Company, are physically verified by the management at reasonable
 intervals, in a phased verification-programme, which, in our opinion,
 is reasonable, looking to the size of the Company and the nature of its
 business. No material discrepancies were noticed on such verification.
 
 (c) As the Company has disposed off an insignificant part of the fixed
 assets during the year, provisions of clause 4 (i) (c) of the Order are
 not applicable.
 
 (ii) (a) During the year, the inventories, except transit stock have
 been physically verified by the management. For stocks lying with third
 parties, which have, however, been confirmed by them. In our opinion,
 the frequency of verification is reasonable.
 
 (b) In our opinion and according to the information and explanations
 given to us, the procedures of physical verification of inventories
 followed by the management are reasonable and adequate in relation to
 the size of the Company and the nature of its business.
 
 (c) On the basis of our examination of the record of inventories, we
 are of the opinion that, the Company is maintaining proper records of
 inventories. The discrepancies noticed on physical verification of
 inventories as compared to book records were not material and have been
 properly dealt with in the books of account.
 
 (iii) (a) The Company has given loans to eight subsidiaries of the
 Company. In respect of the said loans, the maximum amount outstanding
 at any time during the year is Rs. 7,167.84 Crores and the year end
 balance is Rs. 3,744.98 Crores. The Company has not given any loans to
 firms or other parties covered in the Register maintained under section
 301 of the Companies Act, 1956.
 
 (b) In our opinion and explanation given to us, the rate of interest,
 where applicable and the other terms and conditions, are not prima
 facie prejudicial to the interest of the Company.
 
 (c) The principal amounts are repayable on demand. The interest, where
 applicable is payable on demand.
 
 (d) In respect of the said loans, the same are repayable on demand and
 therefore the question of overdue amounts does not arise. In respect of
 interest, where applicable, there are no overdue amounts.
 
 (e) According to the information and explanation given to us, the
 company has not taken any loan secured or unsecured from companies,
 firms or other parties covered in the Register maintained under Section
 301 of the Companies Act, 1956. Consequently, the requirements of
 clause 4 (iii)(e) to 4(iii)(g) of the Order are not applicable.
 
 (iv) According to the information and explanations given to us, there
 is an adequate internal control system commensurate with the size of
 the Company and the nature of its business for the purchase of
 inventory and fixed assets and for the sale of goods and services.
 During the course of our audit, no major weakness has been noticed in
 the internal control system.
 
 (v) (a) In our opinion and according to the information and
 explanations given to us, the transactions made in pursuance of
 contracts or arrangements, that need to be entered in Register
 maintained under Section 301 of the Companies Act, 1956 have been so
 entered.
 
 (b) In our opinion and according to the information and explanations
 given to us, the transactions made in pursuance of contracts or
 arrangements reffered to in (a) above and exceeding the value of
 ^5,00,000 in respect of each party during the year have been made at
 prices which appear reasonable as per information available with the
 Company.
 
 (vi) The Company has not accepted deposits from the public within the
 meaning of Sections 58A & 58AA of the Companies Act, 1956 or any other
 relevant provisions of the Act and the Rules framed there under. We are
 informed that no order has been passed by the Company Law Board or
 National Company Law Tribunal or Reserve Bank of India or any Court or
 any other Tribunal.
 
 (vii) As per the information and explanations given to us by the
 management, the Companys internal control procedures together with the
 internal checks conducted by the group internal audit team during the
 year can be considered as an internal audit commensurate with the size
 and nature of its business.
 
 (viii) According to the information and explanations given to us, the
 maintenance of cost records under Section 209(1)(d) of the Companies
 Act, 1956 is not applicable to the Company. Accordingly, the provisions
 of Clause 4(viii) of the Order are not applicable.
 
 (ix) (a) As explained to us, the statutory dues payable by the Company
 comprises of Provident Fund, Investors Education Protection Fund,
 Employees State Insurance, Income Tax, Sales Tax/VAT, Wealth Tax,
 Service Tax, Custom Duty, Excise Duty, Cess, Octroi, Entry Tax,
 Purchase Tax, Municipal Tax and other applicable statutory dues.
 According to the records of the Company, the Company is generally
 regular in depositing undisputed statutory dues with the appropriate
 authorities; however there has been delay in few cases which is not in
 arrears for more than Six months at the end of financial year. There
 are no undisputed statutory dues as referred to above as at 31st March,
 2011 outstanding for a period of more than six months from the date
 they become payable.
 
 There were no dues on account of Cess under Section 441A of the
 Companies Act, 1956 since the aforesaid section has not yet been made
 effective by the Central Government.
 
 (b) According to the records of the Company and representation made by
 the Management, the following are the disputed amounts in respect of
 various statutes:
 
 Name of Statute    Nature of the dues     Amount     Period to which
                                      (Rs. in Crores)       the amount
                                                           relates
 
 Income Tax Act, 
 1961              Income Tax and Interest   1.46         2001-2002
 
 Income Tax Act, 
 1961              Income Tax                0.02         1988-1989
                                                          1990-1991
 
 Income Tax Act, 
 1961              Income Tax and Interest   0.05         2003-2004
 
 Income Tax Act, 
 1961              Income Tax and Interest   5.35         2006-2007
 
 Income Tax Act, 
 1961              Income Tax and Interest   1.36         2008-2009
 
 Income Tax Act, 
 1961              Withholding Tax and 
                    Interest                 8.96         2008-2009
 
 Income Tax Act, 
 1961              Withholding Tax and
                   Interest                  4.93         2008-2009
 
 Gujarat Sales 
 Tax Act           Sales Tax, Penalty and
                   Interest                  0.07         1999-2000
 
 Gujarat Sales 
 Tax (CST)         Sales Tax, Penalty and 
                   Interest                  1.68         2004-2006
 
 Gujarat Sales 
 Tax (VAT)         Sales Tax, Penalty and 
                   Interest                 28.83         2006-2007
 
 
 
 Gujarat Sales 
 Tax (CST)         Sales Tax, Penalty and 
                   Interest                  4.80        2006-2007
 
 Maharashtra 
 Central Sales Tax Sales Tax, Penalty and  
                   Interest                 14.44        2001-2002
 
 Maharashtra 
 Central Sales Tax Sales Tax, Penalty and
                   Interest                 17.61        2002-2003
 
 Maharashtra Sales 
 Tax               Sales Tax, Penalty and
                   Interest                  1.03        2002-2003
 
 Maharashtra Central 
 Sales Tax         Sales Tax, Penalty and 
                   Interest                  0.69        2001-2002
 
 Maharashtra Central 
 Sales Tax         Sales Tax, Penalty and 
                   Interest                  7.00        2002-2005
 
 Kerala VAT Tax    Sales Tax and Interest    0.98        2005-2007
 
 West Bengal Sales 
 Tax               Sales Tax and Interest    9.05        2006-2007
 
 The Finance Act 
 1994              Cenvat Credit availed 
                   against                  11.16        2004-2006
 (Service Tax)     Service Tax and Interest
                   and Penalty on Service 
                   Tax
 
 Customs Act, 1962 Custom Duty and Penalty   0.74        1997-1998
 
 Customs Act, 1962 Custom Duty and Penalty   0.41        1998-1999
 
 Customs Act, 1962 Custom Duty and Penalty   0.83        1999-2000
 
 Customs Act, 1962 Custom Duty and Penalty   Amount
                                         Unascertainable
 
 Foreign Exchange
 Regulation Act    Penalty                   4.00        1998-1999
 
 Customs Act, 1962 Custom Duty and Interest  0.22        2003-2004
 
 Customs Act, 1962 Penalty                   0.05        1998-1999
 
 Customs Act, 1962 Custom Duty and Penalty   2.31        1997-1998
 
 Customs Act, 1962 Custom Duty               0.39        1997-1998
                                                         1999-2000
 
                                                         2000-2001
 
 Foreign Exchange 
 Regulation Act     Penalty                  0.16        1997-1998
 
 Central Excise 
 Rules              Recovery Excess Rebate 
                    and                      0.61        1998-1999
                    Penalty                              1999-2000
 
 Customs Act, 1962  Custom Duty              0.30        1997-1998
 
 Customs Act, 1962  Custom Duty              0.22        1993-1994
 
                                                         1995-1996
 
 Customs Act, 1962  Custom Duty              0.07        2004-2005
 
 Customs Act, 1962  Custom Duty              0.50        2006-2007
 
 
 
 Name of Statue             Forum where dispute is pending
 
 Income Tax Act, 1961       Appellate Tribunal, Ahmedabad
 
 Income Tax Act, 1961       High Court of Gujarat
 
 Income Tax Act, 1961       CIT (APPEAL), Ahmedabad
 
 Income Tax Act, 1961       CIT (APPEAL), Ahmedabad
 
 Income Tax Act, 1961       ITAT, Ahmedabad
 
 Income Tax Act, 1961       ITAT, Ahmedabad
 
 Income Tax Act, 1961       ITAT, Ahmedabad
 
 Gujarat Sale s Tax Act     Dy. Commissioner Appeals, Ahmedabad
 
 Gujarat Sales Tax (CST)    Jt. Commissioner Commercial Tax
 
 Gujarat Sales Tax (VAT)    Jt. Commissioner Commercial Tax
 
 Gujarat Sales Tax (CST)    Jt. Commissioner Commercial Tax
 
 Maharashtra Central Sales 
 Tax                        Appellate Tribunal, Mumbai, Maharashtra
 
 Maharashtra Central Sales 
 Tax                        Appellate Tribunal, Mumbai, Maharashtra
 
 Maharashtra Sales Tax      Joint Commissioner Appeal, Mumbai
 
 Maharashtra Central Sales 
 Tax                        Appellate Tribunal, Mumbai, Maharashtra
 
 Maharashtra Central Sales 
 Tax                        Joint Commissioner Appeal, Mumbai
 
 Kerala VAT Tax             Dy. Commissioner Appeals, Kochin
 
 West Bengal Sales Tax      Dy. Commissioner Appeals
 
 The Finance Act 1994
 (Service Tax)              Commissioner (Appeals)
 
 Customs Act, 1962          Supreme Court
 
 Customs Act, 1962          Supreme Court
 
 Customs Act, 1962          Supreme Court
 
 Customs Act, 1962          With various Appellate Authorities
 
 Foreign Exchange Regulation 
 Act                        High Court of Gujarat
 
 Customs Act, 1962          Customs, Excise and Service Tax
                            appellate Tribunal, Chennai.
 
 Customs Act, 1962          CESTAT - Ahmedabad
 
 Customs Act, 1962          CESTAT, Mumbai
 
 Customs Act, 1962          With various Assessing & Appellate
                            Authorities
 
 Foreign Exchange Regulation 
 Act                        Commissioner of Income Tax Appeals-V,
                            Chennai
 
 Central Excise Rules       Commessioner of Customs Appeals,
                            Salem
 
 Customs Act, 1962          Commissioner of Customs, ICD,
                            Tuglakabad
 
 Customs Act, 1962          Commissioner of Customs, Mumbai
 
 Customs Act, 1962          Asst. Commissioner of Customs, Mundra
 
 Customs Act, 1962          Deputy Commissioner of Customs,
                            Murmugao
 
 Name of Statute    Nature of the dues     Amount     Period to which
                                      (Rs. in Crores)       the amount
                                                           relates
 
 Customs Act, 1962     Custom Duty          0.14          2005-2006
 
 Customs Act, 1962     Custom Duty          0.30          2003-2004
                                                          2004-2005
 
 Customs Act, 1962     Duty Drawback        0.31          2006-2007
                                                          2007-2008
 
 Customs Act, 1962     Custom Duty         29.98          2004-2005
 
 Customs Act, 1962     Customs Duty and 
                        Penalty             1.74          1996-1997
 
 Customs Act, 1962     Customs Duty         1.63          2004-2005
 
 Customs Act, 1962     Agriculture Cess    0.003          2005-2006
 
 Customs Act, 1962     Customs Duty &  
                       Penalty              6.93          1992-1993
                                                          1993-1994
 
 
 
 Name of Statue             Forum where dispute is pending
 
 Customs Act, 1962         Commissioner of Customs (Appeal)
 
 Customs Act, 1962         Commissioner of Customs, Mumbai
 
 Customs Act, 1962         Asst. Commissioner of Customs, Mundra
 
 Customs Act, 1962         Commissioner of Customs (Import),
                           Air Cargo, Mumbai
 
 Customs Act, 1962         High Court of Gujarat
 
 Customs Act, 1962         Commissioner of Customs Appeals,
                           Ahmedabad
 
 Customs Act, 1962         Asst. Commissioner of Customs (Export),
                           GAPL, Mundra
 
 Customs Act, 1962         Commissioner of Customs, Kandla
 
 (x) The Company has no accumulated losses at the end of the financial
 year and it has not incurred any cash losses in the current and
 immediately preceding financial year.
 
 (xi) Based on our audit procedures and on the information and
 explanations given by the management, we are of the opinion that the
 Company has not defaulted in repayment of dues to a bank. The Company
 has not borrowed any sums through financial institution or debentures.
 
 (xii) According to the information and explainations given to us, the
 Company has not granted loans and advances on the basis of security by
 way of pledge of shares, debentures and other securities. Accordingly,
 the provisions of Clause 4(xii) of the Order are not applicable.
 (xiii) According to the information and explainations given to us, the
 Company is not a chit fund or a nidhi/mutual benefit fund/society.
 
 Accordingly, the provisions of clause 4(xiii) of the Order are not
 applicable.  (xiv) In respect of dealing in securities and other
 investments, in our opinion and according to the information and
 explanations given to us, proper records have been maintained of the
 transactions and contracts and timely entries have been made therein.
 All investments at the end of the year are held in the name of the
 company and its nominees, wherever required.
 
 (xv) In respect of guarantees given by the Company for loans taken by
 others from banks, the terms and conditions are prima facie not
 prejudicial to the interest of the Company.
 
 (xvi) To the best of our knowledge and as explained, the term loans
 raised during the year have been applied for the purpose for which they
 were raised.
 
 (xvii) According to the Cash-flow statement and other records examined
 by us and the information and explanations given to us, on an overall
 basis, funds raised on short term basis have not, prima facie, been
 used during the year for long term investment except permanent working
 capital.
 
 (xviii) The Company has not made any preferential allotment of shares
 to parties and companies covered in the Register maintained under
 Section 301 of the Companies Act. Accordingly, the provisions of Clause
 4(xviii) of the Order are not applicable.
 
 (xix) The Company has not issued any debentures during the year and
 there are no debentures outstanding as at the year end. Accordingly,
 the provisions of Clause 4(xix) of the Order are not applicable.
 
 (xx) We have verified the end use of money raised through Rights Issue
 and Qualified Institutional Placement (QIP) as disclosed in the Note
 no.  B 33 and B 34 of Schedule 20 notes forming part of the accounts.
 
 (xxi) Based upon the audit procedures performed and information and
 explanations given by the management, no fraud on or by the Company
 were reported or noticed during the year.
 
                                         For DHARMESH PARIKH & CO.
 
                                             Chartered Accountants
                                           Firm Reg. No. : 112054W
 
                                                     (D. A. PARIKH)
 
 Place : Ahmedabad                                         Partner
 
 Date : 12th May, 2011.                        Membership No. 45501