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