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Adani Enterprises
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Directors Report Year End : Mar '13    « Mar 12
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
Source : Dion Global Solutions Limited
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