Adani Enterprises

The Directors have pleasure in presenting the 16th Annual Report of
 the Company along with the audited statement of accounts for the year
 ended March 31, 2008.
 
 FINANCIAL RESULTS
 
 The Financial Results of your Company for the year ended 31st March,
 2008, are as follows:
 
                                        (Rs. In Crores)
                                            Standalone
 
 Year Ended March 31st                 2008            2007
 
 Sales and operating earnings      11595.44        10151.66
 
 Other income                         29.17            3.99
 
 Gross Profit before Depreciation,   518.14          348.89
 
 Interest and Tax
 
 Finance charges                     154.38          143.68
 
 Depreciation                         11.25            6.90
 
 Profit before Tax                  352..51          198.31
 
 Tax                                  40.44           47.62
 
 Share of Minority Interest and           -               -
 Share of Loss from Associate
 
 Net Profit                          312.07          150.69
 
 Surplus brought forward from        371.61          323.85
 previous year
 
 Balance available for               683.68          474.54
 appropriations
 
 Appropriations:
 
 Dividend on Equity Shares:
 
 - Final                              14.79               -
 
 - Interim                                -           11.34
 
 Tax on Dividend                       2.51            1.59
 
 Transfer to General Reserve          50.00           30.00
 
 Transfer to Debenture                10.00           60.00
 
 Redemption Reserve
 
 Balance carried to Balance Sheet    606.38          371.61
 
 Total                               683.68          474.54
 
 
            Consolidated
 
 2008                          2007
 
 19609.71                  16949.06
 
    39.00                      4.16
 
   755.04                    473.90
 
   277.01                    228.58
 
    44.77                     16.33
 
   433.26                    228.99
 
    57.26                     51.64
 
     6.25                      4.07
 
   369.75                    173.28
 
   474.14                    403.79
 
   843.89                    577.07
 
    14.79                         -
 
        -                     11.34
 
     2.51                      1.59
 
    70.00                     30.00
 
    10.00                     60.00
 
   746.59                    474.14
 
   843.89                    577.07
 
 
 PERFORMANCE OF YOUR COMPANY
 
 - Standalone: 
 
 Your Company posted another record performance in fiscal 2008 and
 posted strong growth in all segments.
 
 On a standalone basis, your Company achieved a turnover of Rs.
 11,624.61 Crores as compared to Rs. 10155.65 Crores in the previous
 year registering a growth of 14%. The net profit after tax stood at Rs.
 312.07 crores compared to Rs. 150 69 crores in the previous year
 registering a growth of 107%.  The EPS of the Company as at 31st March,
 2008 was Rs. 12.66/-.
 
 - Consolidated :
 
 The consolidated turnover is Rs.19648.71 crores as compared to Rs.
 16953.22 crores in the previous year registering a growth of 16%. The
 consolidated net profit after tax and minority interest is Rs. 369.75
 crores as compared to Rs. 173.28 crores in the previous year.
 
 The Consolidated Financial Statements of the Company prepared as per
 Accounting Standards AS 21 and AS 23 prescribed by the Institute of
 Chartered Accountants of India and Clause 32 of the Listing Agreement
 have also been included and form part of this Annual Report. The
 consolidated networth of the Company as at March 31, 2008 is Rs.
 2117.71 crores as compared to Rs. 1146.95 crores in the previous year
 registering a growth of 85%.
 
 A detailed discussion of the performance of operations of your Company
 is given under “Management Discussion and Analysis Report”, which forms
 part of this report.
 
 DIVIDEND ON EQUITY SHARES
 
 For the year under review, the Board of Directors of your Company are
 pleased to recommend dividend of Re.0.60 per share i.e. 60% on
 24,64,86,975 fully paid up Equity Shares of the Company. The total
 Dividend Payout will be Rs. 17.30 crores which includes Corporate
 Dividend Tax of Rs.2.51 Crores. If this is approved at the Annual
 General Meeting, the dividend warrants will be dispatched to the
 shareholders holding shares on the book closure date within 30 days
 from the AGM. The shareholders holding shares on book closure date
 including shareholders holding shares to be issued upon conversion of
 FCCBs will be entitled for full dividend for the year 2007-08.
 
 The dividend will be tax-free in the hands of the shareholders.
 
 SEGMENT REPORTING
 
 Your Company is a “Five Star Export House” with operations covering a
 wide range of commodity groups like Agro, Energy, Metals & Minerals and
 others with shipping forming backbone to its businesses. In view of the
 integrated nature of business in its entirety, there are no separate
 segments within the Company as defined by Accounting Standard 17
 (Segmental Reporting) issued by the ICAI.
 
 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.
 
 SECURITIES OF THE COMPANY
 
 During the year ended 31st March, 2008, the Equity Shares of your
 Company were delisted from The Ahmedabad Stock Exchange, Ahmedabad with
 effect from 20th December, 2007. The resolution for the delisting of
 shares was approved by the shareholders at the 15th Annual General
 Meeting of the Company held on 29th September, 2007.
 
 The equity shares of your Company are continue to be listed on Bombay
 Stock Exchange Ltd. (BSE) and The National Stock Exchange of India
 Ltd., (NSE) and are actively traded. The listing fees for the year
 2008-09 have been paid before the due dates. The Foreign Currency
 Convertible Bonds (FCCBs) issued by your Company during January, 2007
 are listed on the Singapore Exchange Ltd. Singapore.
 
 Your Companys shares are compulsorily traded in the dematerialized
 form. The ISIN number allotted to the shares of your Company is
 INE423A01024. The details of shareholding pattern, distribution of
 shareholding and share prices of the Company as on 31st March, 2008 are
 separately mentioned in the Corporate Governance Report.
 
 During the year, M/s. Adani Infrastructure Services Pvt. Ltd., (AISPL)
 a promoter group Company acquired 1,99,72,691 Equity Shares of your
 Company constituting 8.10% of the paid up capital from the public
 shareholders at a price of Rs. 350 per share under public offer as per
 the SEBI (Substantial Acquisition of Shares and Takeover), Regulations,
 1997. Promoters holding in the Company, after the aforesaid acquisition
 under public offer, increased to 75% of the paid up share capital.
 
 CORPORATE GOVERNANCE
 
 A good corporate governance system envisages application of best
 corporate practices, adherence to ethical standards for effective
 management and establishment of highest standards of disclosure,
 transparency, performance and enhancement of wealth of all
 stakeholders.
 
 For your Company, corporate governance is a continuous process. It
 seeks to maximize disclosures, transparency and performance and thereby
 endeavours to enhance the wealth of the shareholders and other
 stakeholders. Your Company has not only complied with all statutory and
 regulatory requirements as stipulated under Clause 49 of the Listing
 Agreement with the Stock Exchanges but also voluntarily complied with
 several non-mandatory matters, which are included in the report on
 Corporate Governance annexed to this report.
 
 Your Company is continuously adopting and following such practices,
 conventions and codes as would provide its financial stakeholders a
 high level of assurance on the quality of corporate governance. This is
 evident from the fact that your Company was short-listed for the second
 and final round for the purpose of Corporate Governance Award - 2007
 from amongst the Companies of all over India for the purpose of
 Corporate Governance Award for the fourth consecutive year by the
 Institute of Company Secretaries of India (ICSI).
 
 Separate reports on Management Discussion and Analysis and on Corporate
 Governance along with a certificate from Auditors are attached hereto
 and form part of this report as per Annexures III and IV respectively
 
 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
 
 - Resignation of Shri Chinubhai R. Shah
 
 Shri Chinubhai R. Shah who was appointed on the Board of Directors of
 your Company on 20th October, 2000 resigned as Director with effect
 from 23rd April, 2008. The Board places on record its appreciation for
 the distinguished services rendered by Shri Chinubhai R. Shah, during
 his tenure as Director of the Company and Chairman of the Audit and
 Shareholders / Investors Grievances Committees and as a member of the
 Remuneration Committee of the Board of Directors of your Company.
 
 - Retirement by Rotation
 
 In accordance with the requirements of the Companies Act, 1956 and
 Articles of Association of the Company, Dr. Pravin P. Shah and Shri Jay
 H. Shah, directors of the Company retire by rotation at the ensuing
 Annual General Meeting and being eligible, offer themselves for
 re-appointment. The brief profiles of these Directors have been given
 in the annexure to the explanatory Statement of the notice convening
 Annual General Meeting.
 
 - Re-appointment of Shri Gautam S. Adani as Executive Chairman
 
 The tenure of Shri Gautam S. Adani, Executive Chairman of the Company
 will expire on 30th November, 2008. The Remuneration Committee and the
 Board of Directors at their respective meetings held on 28th May, 2008
 recommended and approved the re-appointment of and payment of
 remuneration to Shri Gautam S. Adani as Executive Chairman of the
 Company for a further period of five years i.e. upto 30th November,
 2013, 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.
 
 - Revision in remuneration of Managing Director
 
 On review of the duties and responsibilities assigned to Shri Rajesh S.
 Adani, Managing Director and looking to the time devoted and increase
 in the nature of activities of the Company, the Board of Directors of
 your Company on recommendation of remuneration committee have decided
 to revise the remuneration payable to him as detailed in the
 Explanatory Statement forming part of the Notice of the ensuing Annual
 General Meeting.
 
 Appropriate resolutions for :
 
 1.  Re-appointments of Dr. Pravin P. Shah and Shri Jay H. Shah,
 Directors retiring by rotation.
 
 2.  Re-appointment of and payment of remuneration to Shri Gautam S.
 Adani as Executive Chairman of the Company
 
 3.  Revision in remuneration of Shri Rajesh S. Adani, Managing Director
 of the Company.  are proposed in the notice convening Annual General
 Meeting for your approval.
 
 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 : -
 
 1.  that in the preparation of the annual accounts, the applicable
 accounting standards have been followed ;
 
 2.  that the Directors have selected such 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, 2008 and also of the profit
 for the year ended on that date;
 
 3.  that the Directors have taken proper and sufficient care 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.  that the Directors have prepared the annual accounts on a going
 concern basis.
 
 SUBSIDIARY COMPANIES
 
 To drive its business globally, your Company has 29 subsidiary
 companies across the globe as per details given here in below:
 
 - Real Estate :
 
 1.  Adani Infrastructure and Developers Pvt. Ltd.
 
 2.  Adani Estates Pvt. Ltd.
 
 3.  Swayam Realtors and Traders Ltd.
 
 4.  Columbia Chrome (India) Pvt. Ltd.
 
 5.  Shantigram Estate Management Pvt. Ltd.
 
 6.  Adani Land Developers Pvt. Ltd.
 
 7.  Adani Developers Pvt. Ltd.
 
 8.  Adani Landscapes Pvt. Ltd.
 
 (Became subsidiary w.e.f. 27th September, 2007)
 
 9.  Adani Mundra SEZ Infrastructure Pvt. Ltd.  
 (Became subsidiary w.e.f. 1st February, 2008)
 
 10.  Miraj Impex Pvt. Ltd.
 (Became subsidiary w.e.f. 15th October, 2007)
 
 - Agro :
 
 11.  Adani Agri Logistics Ltd.
 
 12.  Adani Agri Fresh Ltd.
 
 - Energy:
 
 - Power :
 
 13.  Adani Power Ltd.
 
 14. Adani Power Maharashtra Ltd.
 (Became subsidiary w.e.f. 23d July, 2007)
 
 15. Adani Power Rajasthan Ltd.  
 (Became subsidiary w.e.f. 10th March, 2008)
 
 16. Adani Power Dahej Ltd.
 (Became subsidiary w.e.f. 15th December, 2007)
 
 - Coal :
 
 17. Adani Global Pte. Ltd., Singapore.
 (Subsidiary of Adani Global Ltd., Mauritius)
 
 18. PT Adani Global, Indonesia
 (Subsidiary of Adani Global Pte. Ltd., Singapore)
 
 19. Parsa Kente Collieries Ltd.
 (Became subsidiary w.e.f. 16th October, 2007)
 
 20. Adani Mining Pvt Ltd.
 (Became subsidiary w.e.f. 31st August, 2007)
 
 - Oil and Gas:
 
 21.  Adani Energy Ltd.
 (Became subsidiary w.e.f. 21st June, 2007)
 
 22.  Adani Welspun Exploration Ltd.  
 (Became subsidiary w.e.f. 4th August, 2007)
 
 - Metals, Minerals and Scrap:
 
 23.  Vyom Tradelinks Pvt. Ltd.
 
 24.  Adani Global FZE, Dubai
 (Subsidiary of Adani Global Ltd., Mauritius)
 
 25.  Adani Virginia Inc, USA
 (Subsidiary of Adani Global FZE, Dubai)
 
 - Ship Owning and Chartering
 
 26.  Adani Shipping Pte. Ltd, Singapore.
 (Subsidiary of Adani Global Ltd., Mauritius)
 
 27.  Libra Shipping Pte Ltd, Singapore.
 (Subsidiary of Adani Global Ltd., Mauritius)
 
 - Others - Holding Companies
 
 28.  Adani Habitats Pvt. Ltd.
 
 29.  Adani Global Ltd., Mauritius.
 
 The Ministry of Corporate Affairs has for the financial year 2007-08,
 exempted the Company from the applicability of the provisions contained
 in sub-section (1) of Section 212 of the Companies Act, 1956, relating
 to the documents to be attached in respect of the subsidiary Companies,
 with the financial statements of the Company. The Ministry of Corporate
 Affairs has informed whilst granting exemption to provide the
 summarized financial details of each subsidiary. The details required
 are provided herewith.
 
 Shareholders interested in obtaining the statement of Companys
 interest in the subsidiaries or stand-alone financial statements of the
 subsidiaries may obtain it by writing to the Asst. Company Secretary.
 
 The annual accounts of subsidiary Companies are available for
 inspection by any investor at the registered office of the Company.
 
 JOINT VENTURES
 
 - Joint Venture with RVUNL, Rajasthan.
 
 Your Company has entered into a strategic tie up through a Joint
 Venture (JV) with Rajasthan Rajya Vidyut Utpadan Nigam Ltd. (RVUNL), an
 undertaking of Government of Rajasthan and engaged in the business of
 generation and distribution of electricity in the State of Rajasthan.
 
 Pursuant to Joint Venture Agreement, a new JV Company, namely “Parsa
 Kente Collieries Ltd.,” has been incorporated in the month of October
 2007. Your Company holds 74% stake of Parsa Kente Collieries Ltd.  It
 will develop and operate coal mines; coal blocks in Sargaja District
 (Chhatisgarh) for the exclusive use of RVUNL and also for benefication,
 transportation and delivery of coal to RVUNL for its generation
 stations.
 
 - Joint Venture with Chemoil Group, Singapore.
 
 Your Company has also tied up a joint venture with Chemoil Group of
 Singapore and formed a 50:50 JV Company namely, Chemoil Adani Pvt. Ltd.
 on 27th May, 2008 in India for undertaking businesses relating to
 bunkering i.e. ship fuelling at the various ports of India
 
 CORPORATE SOCIAL RESPONSIBILITY
 
 Adani Group carries on social welfare activities through a trust
 namely, “Adani Foundation”.
 
 The broad objectives for which this trust is formed are public
 charitable purposes for the benefit of the public without distinction
 of caste or community, section or religion, class or creed. These
 include relief to the poor and distressed, Education, Promotion of
 social and economic welfare of or the upliftment of the public and
 Advancement of any other object of general public utility.
 
 The activities of the trust can be divided in four Major Areas i.e.
 Medical assistance, Educational assistance, Charitable assistance and
 General assistance.
 
 AUDITORS AND AUDITORS REPORT
 
 M/s. Dharmesh Parikh and Co., Statutory Auditors of your Company,
 retires at the ensuing Annual General Meeting and are eligible for
 re-appointment. Your Company has received letter from them to the
 effect that their re-appointment, if made, would be within the
 prescribed limits under Section 224(1-B) of the Companies Act, 1956 and
 also that they are not otherwise disqualified within the meaning of sub
 section (3) of Section 226 of the Companies Act, 1956 for such
 re-appointment.
 
 The Audit Committee of the Company recommended re-appointment of M/s.
 Dharmesh Parikh and Co., Chartered Accountants as Statutory Auditors of
 the Company.
 
 The notes to the accounts referred to in the auditors report are
 self-explanatory and therefore, do not call for any further comments.
 
 PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND
 FOREIGN EXCHANGE EARNINGS AND EXPENDITURE.
 
 The information relating to foreign exchange earnings and expenditure
 are annexed hereto as Annexure-I and forms part of this report.
 
 Since your Company does not own any 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 SEBI (Substantial Acquisition of
 Shares and Takeovers) Regulations, 1997, persons constituting “Group”
 (within the meaning as defined in the Monopolies and Restrictive Trade
 Practices Act, 1969) for the purpose of availing exemption from
 applicability of the provisions of Regulations 10 to 12 of the
 aforesaid SEBI Regulations are given in Annexure II attached herewith
 and the said Annexure forms part of this Annual Report.
 
 PERSONNEL
 
 The Board of Directors sincerely acknowledges the exemplary dedication
 of all its employees, which contributed to the improved performance.
 The industrial relations between employer and employees continued to be
 cordial.
 
 In terms of the provisions of Section 217(2A) of the Companies Act,
 1956, read with the Companies (Particulars of Employees) Rules, 1975 as
 amended, details of the employees are set out in the annexure to the
 Directors Report.
 
 However, having regard to the provisions of 219(1)(b)(iv) of the said
 Act, 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 such particulars may write to the
 Asst. Company Secretary at the Registered Office of the Company.
 
 ACKNOWLEDGEMENT
 
 Your Directors take this valuable opportunity to thank all Investors,
 Vendors, Traders, Customers, Banks, Financial Institutions, all
 Government and Non-Government agencies 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
 
                                                       Gautam S. Adani
                                                              Chairman
 
 Place : Ahmedabad
 Dated : 28th May, 2008.