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Adani Enterprises

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Directors Report Year End : Mar '16    « Mar 15
Dear Shareholders,
 
 The Directors are pleased to present the 24th Annual Report along with
 the audited financial statements of your Company for the financial year
 ended on 31st March, 2016,
 
 Financial Performance Summary
 
 The summarised financial highlight is depicted below
 
                                                         (Rs. in Crore)
 
 Particulars                  Consolidated Results  Standalone Results
 
                                2015-16    2014-15   2015-16    2014-15 
 
 FINANCIAL RESULTS
 
 Total Revenue                45,147.61  65,519.85  9,073.00  16,212.50
 
 Total Expenditure other 
 than Financial Costs and     42,033.81  52,136.39  7,847.28  14,841.13
 
 Depreciation
 
 Gross Profit before 
 Depreciation, Finance 
 Costs and Tax                3,113.80   13,383.46  1,225.72   1,371.37
 
 Finance Costs                1,497.98    7,056.29    708.63     928.68
 
 Depreciation, Amortisation 
 and Impairment Expense         376.94    3,521.86     79.22      81.73
 
 Profit/(Loss) for the 
 year before Exceptional 
 and Extra                    1,238.88    2,805.31    437.87     360.96
 
 Ordinary Items and Tax
 
 Add/(Less) Exceptional 
 Items                          (61.83)    (141.92)   (41.73)    (70.99)
 
 Profit/(Loss) for the 
 year before Extra-Ordinary 
 Items and                    1,177.05    2,663.39    479.60     431.95
 Tax
 
 Profit/(Loss) for the 
 year before Taxation         1,177.05    2,663.39    479.60     431.95
 
 Total Tax Expenses              93.80      365.39    (16.73)     25.10
 
 Net Profit/(Loss) before 
 Minority Interest            1,083.25    2,298.00    496.33     406.85
 
 Add /(Less) Share of 
 Minority Interest              (10.88)     349.95         -          -
 
 Add / (Less) Share in
 Associates                     (53.01)          -         -          -
 
 Net Profit/(Loss) for the 
 year after Minority 
 Interest                     1,041.12    1,948.05    496.33     406.85
 
 APPROPRIATIONS
 
 Net Profit/(Loss) for the 
 year after Minority 
 Interest                     1,041.12    1,948.05    496.33     406.85
 
 Balance brought forward 
 from previous year 
 Profit/(Loss)                9,993.86    8,787.13  1,606.50   1,402.71
 
 Add : On account of 
 Consolidation                  (17.91)      (3.12)        -          -
 
 Add: On account of 
 exchange rate difference 
 on Options                       2.22           -      2.22          -
 
 Less : On Account of 
 scheme of arrangement       (1,140.97)          -         -          -
 
 Add : On account of 
 amalgamation                    33.19           -         -          -
 
 Amount available for 
 appropriations               9,911.51   10,732.06  2,105.05   1,809.56
 
 Less : appropriations
 
 Proposed Dividend on 
 Equity Shares                       -      153.97         -     153.97
 
 Tax on Dividend 
 (Including surcharge) 
 (net of credit)                     -       39.94         -       5.18
 
 Interim Dividend 
 (Including Tax on 
 dividend)                       54.48           -     44.07
 
 Credit of Tax on Dividend 
 Earlier year Adjustment        (31.35)          -    (31.35)         -
 
 Depreciation charged to 
 Retained Earning                    -       46.30         -       3.91
 
 Transfer to General 
 Reserve                         10.00      163.80     10.00      40.00
 
 Transfer to Debenture 
 Redemption Reserve                  -      334.07         -          -
 
 Transfer to Capital 
 Redemption Reserve                  -        0.11         -          -
 
 Balance carried to 
 Balance Sheet                 9878.38    9,993.86  2,082.33   1,606.50
 
 Clarification note: with respect to the financial results for the year
 ended 31st March, 2016, please note that the statutorily published
 year-end figures are not comparable with the corresponding period,
 consequent to demerger of Ports, Power and Transmission businesses
 effective from 1st April, 2015.
 
 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, 2016, prepared in accordance with the relevant applicable
 Accounting Standards and Regulation 33 of the SEBI (Listing Obligations
 and Disclosure Requirements) Regulations, 2016 (SEBI Listing
 Regulations) and provisions of the Companies Act, 2013, forms part of
 this Annual Report.
 
 Your Company''s consolidated results as on 31st March, 2016, reflect
 growth in operating performance across Mining, City Gas and Agro
 businesses. We have already begun our foray by commencing activities in
 solar generation.  The key aspects of your Company''s consolidated
 performance during the financial year 2015-16 are as follows
 
 Operational Highlights:
 
 - Coal Mining volume grew by 85% to 5.5 MMT
 
 - City Gas Distribution volume was 381 MMSCM.
 
 - Agro volume grew to 1.6 MMSCM.
 
 Financial Highlights:
 
 - Consolidated income from operations for FY 16 was Rs.44,023 Crore.
 
 - Consolidated EBIDTA for FY 16 was Rs.3,114 Crore.
 
 - Consolidated PAT for FY 16 stood at Rs.1,041 Crore.
 
 Standalone Financial Results :
 
 On standalone basis, your Company registered total revenue of Rs.9,073
 Crore and PAT of Rs.496.33 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:
 
 The Company has already paid interim dividend @ 40% (Rs.0.40 per share
 of Re. 1 fully paid-up) on the fully paid up Equity Share Capital of
 the Company as recommended by the Board of Directors of the Company in
 its meeting held on 15th March, 2016 for the year 2015-16 resulting
 into an outflow of Rs.44.07 Crore (inclusive of tax).
 
 Your Directors wish to conserve resources for future expansion and
 growth the Company. Hence, your Directors have decided not to declare
 any further final dividend for the year under review.
 
 Transfer to Reserves
 
 The Company proposes to transfer Rs.10 Crore to the Genera Reserve out
 of the amount available for appropriation.
 
 The Composite Scheme of Arrangement
 
 During the year under review, the Hon''ble High Court of Gujarat had,
 vide its order dated 7th May, 2015 sanctioned the Composite Scheme of
 Arrangement between Adani Enterprises Limited (AEL or the Company) 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
 under Section 391 to 394 read with Sections 100 to 103 of the Companies
 Act, 1956 and Sections 13, 52 and other relevant provisions of the
 Companies Act, 2013 (''the Scheme''). The Scheme involved inter-alia
 demerger of Port Undertaking, Power Undertaking and Transmission
 Undertaking of AEL and transfer of the same to APSEZ, APL and ATL
 respectively with effect from the Appointed Date i.e. 1st April, 2015.
 
 - In terms of the above Scheme, APSEZ, APL and ATL were 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 -
 
 - 14,123 equity shares in APSEZ for every 10,000 equity shares held by
 the equity shareholder in AEL;
 
 - 18,596 equity shares in APL for every 10,000 equity shares held by
 the equity shareholder in AEL; and
 
 - 1 equity share in ATL for every 1 equity share held by the equity
 shareholder in AEL.
 
 The Company had fixed 4th June, 2015 as the Record Date to determine
 its shareholders who would be entitled to the shares of APSEZ, APL and
 ATL as aforesaid, pursuant to the Scheme.
 
 Accordingly, the Board of Directors of APSEZ, APL and ATL had on 8th
 June, 2015 allotted Equity Shares to those shareholders of AEL whose
 names appeared in the Register of Members as on the Record Date.
 
 Key Highlights of the Scheme
 
 The Scheme, with effect from 1st April, 2015, inter alia, provided for
 -
 
 - Demerger of the Port Undertaking of AEL comprising the undertaking,
 businesses, activities, operations, assets (moveable and immoveable)
 and liabilities pertaining to the Belekeri port and the 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 (a wholly owned subsidiary of AEL) into 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 redeemed 12,000 Rated,
 Listed, Redeemable, Non-Convertible Debentures (NCDs) of face value of
 Rs.10 Lacs each aggregating to Rs.1,200 Crores issued on Private
 Placement basis.
 
 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:
 
 During the year under review, the following changes have taken place in
 Subsidiaries, Joint Venture and Associate Companies:-
 
 Subsidiary companies formed/acquired
 
 1.  Adani Green Energy (MP) Limited (Subsidiary of the Adani Green
 Energy Limited (AGEL) which is a subsidiary of the Company).
 
 2.  Adani Green Energy (Telengana) Limited (Subsidiary of the AGEL
 which is a subsidiary of the Company).
 
 3.  Mundra Solar PV Limited (Subsidiary of the AGEL which is a
 subsidiary of the Company).
 
 4.  Kamuthi Solar Power Limited (Subsidiary of Adani Green Energy
 (Tamilnadu) Limited which is a subsidiary of AGEL).
 
 5.  Ramnad Solar Power Limited (Subsidiary of Adani Green Energy
 (Tamilnadu) Limited which is a subsidiary of AGEL).
 
 6.  Kamuthi Renewable Energy Limited (Subsidiary of Adani Green Energy
 (Tamilnadu) Limited which is a subsidiary of AGEL).
 
 7.  Ramnad Renewable Energy Limited (Subsidiary of Adani Green Energy
 (Tamilnadu) Limited which is a subsidiary of AGEL).
 
 8.  Mundra Solar Limited (Subsidiary of the AGEL which is a subsidiary
 of the Company).
 
 9.  Adani Infrastructure Pty Limited (Subsidiary of Adani Global Pte.
 Limited which is a step-down subsidiary of the Company).
 
 10. Adani Land Defence Systems and Technologies Limited (Subsidiary of
 Adani Defence Systems and Technologies Limited which is a subsidiary of
 the Company).
 
 11.  Adani Aero Defence Systems and Technologies Limited (Subsidiary of
 Adani Defence Systems and Technologies Limited which is a subsidiary of
 the Company).
 
 12.  Adani Naval Defence Systems and Technologies Limited (Subsidiary
 of Adani Defence Systems and Technologies Ltd. which is a subsidiary of
 the Company)
 
 13.  Adani Green Energy (UP) Limited (Subsidiary of the AGEL which is a
 subsidiary of the Company)
 
 14. Prayatna Developers Private Limited (Subsidiary of the Company)
 
 15.  Parampujya Solar Energy Private Limited (formerly Parampujya
 Developers Private Limited) (Subsidiary of the AGEL which is a
 subsidiary of the Company)
 
 16. Rosepetal Solar Energy Private Limited (formerly Rosepetal
 Developers Private Limited) (Subsidiary of the AGEL which is a
 subsidiary of the Company).
 
 17.  Mundra Solar Technopark Private Limited (Step-down subsidiary of
 the Company).
 
 18. Duryodhana Developers Private Limited (Subsidiary of the AGEL which
 is a subsidiary of the Company).
 
 19. Kilaj Solar (Maharashtra) Private Limited (Subsidiary of the AGEL
 which is a subsidiary of the Company).
 
 20. Korba Clean Coal Private Limited (Subsidiary of the Company).
 
 21.  Sami Solar (Gujarat) Private Limited (Subsidiary of the AGEL which
 is a subsidiary of the Company).
 
 22. Wardha Solar (Maharashtra) Private Limited (Subsidiary of the AGEL
 which is a subsidiary of the Company).
 
 23. Mahoba Solar (UP) Private Limited (Subsidiary of the AGEL which is
 a subsidiary of the Company).
 
 24. Gaya Solar (Bihar) Private Limited (Subsidiary of the AGEL which is
 a subsidiary of the Company).
 
 25. Adani Agri Logistics (Kotkapura) Limited (Subsidiary of Adani Agri
 Logistics Limited which is a subsidiary of the Company).
 
 26. Adani Agri Logistics (Katihar) Limited (Subsidiary of Adani Agri
 Logistics Limited which is a subsidiary of the Company).
 
 Cessation of subsidiary companies
 
 The following companies ceased as subsidiaries of the Company pursuant
 to the Scheme approved by the Hon''ble High Court of Gujarat vide its
 order dated 7th May, 2015.
 
 1.  Adani Ports and Special Economic Zone Limited
 
 2.  Adani Logistics Limited
 
 3.  The Dhamra Port Company Limited
 
 4.  Adani Petronet (Dahej) Port Private Limited
 
 5.  Mundra SEZ Textile and Apparel Park Private Limited
 
 6.  Karnavati Aviation Private Limited
 
 7.  MPSEZ Utilities Private Limited
 
 8.  Mundra International Airport Private Limited
 
 9.  Adani Murmugao Port Terminal Private Limited (ceased as Subsidiary
 and became Associate Company)
 
 10. Adani Hazira Port Private Limited
 
 11.  Hazira Infrastructure Private Limited
 
 12.  Hazira Road Infrastructure Private Limited
 
 13.  Adani Warehousing Services Private Limited
 
 14. Adani Hospitals Mundra Private Limited
 
 15.  Adani Ennore Container Terminal Private Limited
 
 16. Adani Food and Agro-Processing Park Private Limited
 
 17.  Adani Vizag Coal Terminal Private Limited
 
 18. Adani Power Limited.
 
 19. Adani Power Maharashtra Limited
 
 20. Adani Power Rajasthan Limited
 
 21.  Udupi Power Corporation Limited
 
 22. Adani Power (Karnataka) Limited
 
 23. Adani Power Resources Limited
 
 24. Adani Transmission Limited
 
 25.  Maharashtra Eastern Grid Power Transmission Company Limited
 
 26. Adani Transmission (India) Limited
 
 27.  Adani Mining Private Limited (merged with the Company)
 
 28. Adani Kandla Bulk Terminal Pvt. Ltd. (ceased as Subsidiary and
 became associate Company)
 
 List of other companies which have ceased as subsidiaries of the
 Company -
 
 29. Adani Infra (India) Limited
 
 30. PT Sumber Dana Usaha
 
 31.  PT Setara Jasa
 
 32.  PT Adani Sumselon
 
 33.  Dhamra LNG Terminal Private Limited
 
 No Company has become/ceased to be a Joint venture during the financial
 year 2015-16. There was no cessation of any associate company during
 the year under review.
 
 Pursuant to the provisions of Section 129, 134 and 136 of the Companies
 Act, 2013 read with rules framed thereunder and pursuant to 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
 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. 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 forms part of this
 Report.
 
 Directors and Key Managerial Personnel
 
 Mr. Hemant M. Nerurkar (DIN: 00265887) was appointed as an Additional
 Director of the Company w.e.f 11th August, 2015 to hold office upto the
 ensuing Annual General Meeting.  The Company has received notice from a
 member proposing appointment of Mr. Hemant M. Nerurkar as Director of
 the Company.
 
 In accordance with the provisions of Section 149 of the Companies Act,
 2013, Mr. Hemant M. Nerurkar 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.
 
 Pursuant to the provisions of Section 149 of the Act, which came into
 effect from 1st April, 2014, Mr. Anil Ahuja, 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. 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 SEB 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. Vasant S. Adani (DIN: 00006356) and Mr.
 Ameet H. Desai (DIN 00007116) 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 SEB Listing Regulations are
 provided in the Notice of the Annua General Meeting.
 
 During the year under review, Mr. S.K. Tuteja (DIN: 00594076) resigned
 from the directorship of the Company with effect from 24th February,
 2016 due to completion of his tenure as an Independent Director of the
 Company. Ms. Dharmishta N. Rawal (DIN: 02792246), resigned from the
 directorship of the Company with effect from 25th April, 2016 due to
 her preoccupation. The Board places on record its sincere appreciation
 for the valuable contribution and guidance rendered by Mr. S.K. Tuteja
 and Ms.  Dharmishta N. Rawa during their 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 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, 2016 and of the profit of
 the Company for the year ended on that date;
 
 c.  that proper and sufficient care has been taken for the maintenance
 of adequate accounting records in accordance with the provisions of the
 Companies Act, 2013 for safeguarding the assets of the Company and for
 preventing and detecting fraud and other irregularities;
 
 d.  that the annual financial statements have been prepared on a going
 concern basis;
 
 e.  that proper internal financial controls were in place and that the
 financial control were adequate and were operating effectively;
 
 f.  that proper systems to ensure compliance with the provisions of all
 applicable laws were in place and were adequate and operating
 effectively.
 
 Number of Board Meetings
 
 The Board of Directors met 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 15th March, 2016, without the
 attendance of Non-Independent Directors and members of the Management.
 The Independent Directors reviewed the performance of non-independent
 directors and the 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 8
 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 /docs/ download/ RemunerationPolicy).
 
 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 Board
 
 Details of various committees constituted by the Board of Directors as
 per the provision of the SEBI Listing Regulations 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
 available on the website (http://www.adanienterprises.com/
 docs/download/CSRPolicy) 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, 2016
 as stipulated under Regulation 34 of the SEB Listing Regulations is
 annexed which forms part of this Annual Report.
 
 Prevention of Sexual Harassment at Workplace
 
 As per the requirement of the Sexual Harassment of Women at Workplace
 (Prevention, Prohibition & Redressal) Act, 2013 and rules made
 thereunder, your Company has constituted Internal Complaints Committee
 (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.
 
 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. Dharmesh
 
 Parikh & Co., Chartered Accountants (Firm Registration No.: 112054W),
 were appointed as statutory auditors of the Company to hold office till
 conclusion of the 25th Annual General Meeting (AGM) of the Company to
 be held in the calendar year 2017, subject to ratification of their
 appointment at every AGM.  Accordingly, the appointment of M/s.
 Dharmesh Parikh 8 Co., Chartered Accountants as Statutory Auditors of
 the Company is placed for ratification by the Shareholders. In this
 regard, the Company has received a certificate from the auditors to the
 effect that if they are re-appointed, it would be in accordance with
 the provisions of Section 141 of the Companies Act, 2013.
 
 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 had appointed Mr. Ashwin
 Shah, Practicing Company Secretary to undertake the Secretarial Audit
 of the Company. The Secretarial Audit Report for FY 2015-16 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 AA/s. KVAAelwani 8-Associates, Practicing
 Cost Accountants to conduct audit of cost records of Mining Activities
 of the Company for the year 31st March, 2017.  The Cost Audit Report
 for the year 2014-15 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
 shareowners, esteemed customers, suppliers and business associates for
 their faith, trust and confidence reposed in the Company.
 
 Your Directors wish to place on record their sincere appreciation for
 the dedicated efforts and consistent contribution made by the employees
 at all levels, to ensure that the Company continues to grow and excel.
 
 
 
                       For and on behalf of the Board of Directors
 
 Place: Ahmedabad                                  Gautam S. Adani
 
 Date: 4th May, 2016                            Executive Chairman
 
                                                    (DIN: 00006273)
Source : Dion Global Solutions Limited
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