The Directors are pleased to present the Thirteenth Annual Report of
 your Company together with the Audited Accounts for the financial year
 ended March 31, 2012.
 
 Financial Results:
 
 Your Company''s standalone operating performance for the financial year
 ended March 31, 2012 as compared to the previous financial year ended
 March 31, 2011 is summarized herein below:
 
                                                        (Rs in Lacs)
 
 Particulars                     For the year          For the year
                                       ended                 ended
 
                              March 31, 2012        March 31, 2011
 
 Income from operations          2,48,190.28           1,88,507.22
 
 Other Income                       4,269.93             12,022.86
 
 Total Income                    2,52,460.21           2,00,530.08
 
 Operating & Administrative 
 Expenses                          77,000.13             57,507.95
 
 Operating Profit before 
 Interest, Depreciation 
 and Tax                         1,75,460.08           1,43,022.13
 
 Interest and Financial 
 Charges                           21,151.71             14,547.89
 
 Depreciation / Amortization       27,350.28             20,786.25
 
 Profit Before Tax and Prior 
 Period Adjustment               1,26,958.09           1,07,687.99
 
 Provision for tax 
 (including deferred tax)           9,232.14              9,071.99
 
 Profit after tax                1,17,725.95             98,616.00
 
 Surplus brought forward 
 from previous year              1,49,097.73             89,415.11
 
 Balance available for 
 appropriation                   2,66,823.68           1,88,031.11
 Appropriations:
 
 Interim Dividend on Equity 
 Shares (Previous 
 year''s amount includes             6,010.21             18,031.95
 Interim Dividend Rs8,013.58 
 lacs declared on 
 April 28, 2011)
 Tax on Interim Dividend
 (including surcharge)                975.02                  -
 
 Dividend on Preference Shares          0.03                  0.03
 
 Tax on Dividend on Preference 
 Shares (including surcharge)           *-                    -
 
 Proposed Final Dividend on 
 Equity Shares                     14,023.76                  1.52
 (previous year amount 
 represents rounding off 
 effect of
 
 earlier year)
 
 Tax on Final Dividend 
 (including surcharge)              2,275.00                  -
 
 Transfer to Capital 
 Redemption Reserve                    14.06                 14.06
 
 Transfer to General 
 Reserve                           11,772.60              9,861.60
 
 Transfer to Debenture 
 Redemption Reserve                 4,699.20              11,024.22
 
 Balance carried to 
 Balance Sheet                   2,27,053.80            1,49,097.73
 
 * Figures being nullified on conversion to Rsin lacs.
 
 Operational Highlights:
 
 Your Company has maintained its excellent pace of growth reflected by
 the significant rise in Turnover, Net Profit, EBIDTA and Cargo volume.
 It has shown consistent growth in market position making it today the
 4th largest commercial port in India.
 
 Net Profit for the FY 2011-12 stood at Rs 1,17,725.95 Lacs as compared
 to Rs 98,616.00 Lacs in FY 2010-11 registering growth of 19.38%
 
 Turnover increased by 25.90% from Rs 200,530.08 Lacs in 2010-11 to Rs
 2,52,460.21 Lacs in 2011-12
 
 Cargo Volume increased by 23.86% from 51.68 million tonnes in FY
 2010-11 to 64.01 million tonnes in FY 2011-12.
 
 The EBIDTA for the FY 2011-12 stood at Rs 1,80,000.00 Lacs as compared
 to Rs 1,43,022.13 Lacs in FY 2010-11 registering growth of 25.85%
 
 The detailed Operational Performance of the Company has been
 comprehensively discussed in the Management Discussion and Analysis
 Report which forms part of Directors'' Report.
 
 Dividend:
 
 Having due regard to the profit of the year and on careful review of
 the Company''s ways and means position, the Directors had declared and
 paid interim dividend of Rs 0.30 (15%) per share during the year under
 review.  The Board of Directors are pleased to recommend a final
 dividend of Rs 0.70 per share (35%) making aggregate dividend of Rs 1 per
 share (50%) on 2,00,33,94,100 equity shares of Rs 2 each and Dividend on
 
 0.01% Non Cumulative Redeemable Preference Shares of Rs 10 each for the
 financial year 2011-12. The total outgo on account of dividend would be
 Rs 20,033.97 Lacs.
 
 Re-financing:
 
 Your company has successfully refinanced the one year bridge facility
 for acquiring Abbot Point Coal Terminal, Queensland, Australia. The
 bridge loan has been replaced with a non recourse asset based funding
 of AUD 1,250 million with a tenor of five years and USD 800 million
 recourse loan having a tenor of seven years. With this the company has
 successfully completed the long term financial tie up of the Australian
 asset.
 
 Redemption of Debentures:
 
 During the year under review, 4,250 Secured Redeemable Non Convertible
 Debentures (NCDs) of face value of Rs 10 Lacs each aggregating to Rs
 42,500 Lacs issued on Private Placement basis to Financial Institutions
 were redeemed.
 
 Change of Name:
 
 Your Directors have pleasure to inform that in pursuance of the
 resolution passed at the Extraordinary General Meeting of the Company
 held on December 31, 2011, the Registrar of Companies, Gujarat has
 issued fresh Certificate of Incorporation on change of name and
 accordingly w.e.f January 6, 2012 the name of your Company stands
 changed from ''Mundra Port and Special Economic Zone Limited'' to ''Adani
 Ports and Special Economic Zone Limited'' (APSEZL).
 
 This change has been necessitated due to change in the profile of our
 business as well as the ownership.  Your Company being subsidiary of
 Adani Enterprises Limited, the name Adani Ports and Special Economic
 Zone Limited gives singular identity of Adani Brand.
 
 New Corporate Identity:
 
 During the year under review, new logo  of the Adani Group was
 launched.
 
 The brand mark is the signature of our brand identity.
 
 Our logo is more international, more flexible, and more vibrant! It
 reflects our ambition and ability to absorb various colours of cultures
 and nationalities. It reflects our ability to dream, our ability to
 move fast and our ability to achieve.
 
 Our logo is the symphony of colors. The colors reflect our 3 integrated
 businesses. Green represents Resources like coal and oil & gas, Blue
 represents Ports & Logistics and Orange represents Energy like power
 and gas distribution. The mark is designed to tell the story of
 integration and acting as one.
 
 Your Company has pioneered a unique leadership initiative to transform
 itself into an integrated business player and to focus on three core
 businesses of resources, logistics and energy. These three businesses
 are strong enough on their own and bring synergy for the stakeholders.
 The Adani Group would continue to build its strengths in these core
 sectors nationally and internationally.
 
 The integrated model is well adapted to the infrastructure challenges
 of fast-growing countries such as India. It offers security of supply
 for coal and other essential imports while mitigating price and
 political risk.  Integration multiplies the benefits of synergies and
 economies of scale for us, our customers and stakeholders.
 
 Subsidiaries:
 
 As on March 31, 2012, your Company had eighteen subsidiary companies
 under its belt. These group companies broadly operate and focus in
 India and Outside India.
 
 1.  Adani Hazira Port Pvt. Ltd.  10. Karnavati Aviation Pvt. Ltd.
 
 2.  Adani International Container Terminal Pvt. Ltd.11. Rajasthan SEZ
 Pvt. Ltd.
 
 3.  Adani Kandla Bulk Terminal Pvt. Ltd.  12. MPSEZ Utilities Pvt. Ltd.
 
 4.  Adani Logistics Ltd.  13. Mundra International Airport Pvt. Ltd.
 
 5.  Adani Murmugao Port Terminal Pvt. Ltd.  14. Mundra SEZ Textile and
 Apparel Park Pvt. Ltd.
 
 6.  Adani Petronet (Dahej) Port Pvt. Ltd.  15. Adani Abbot Point
 Terminal Holdings Pty Ltd, Australia
 
 7.  Adani Vizag Coal Terminal Pvt. Ltd.  16. Adani Abbot Point Terminal
 Pty Ltd, Australia
 
 8.  Hazira Infrastructure Pvt. Ltd.  17. Mundra Port Holdings Pty Ltd,
 Australia
 
 9.  Hazira Road Infrastructure Pvt. Ltd.  18. Mundra Port Pty Ltd,
 Australia
 
 In order to create more business opportunities and to make strategic
 investment, Adani Warehousing Services Pvt. Ltd. was incorporated as
 wholly owned subsidiary as on April 19, 2012.
 
 The statement pursuant to section 212(1)(e) of the Companies Act, 1956,
 containing details of subsidiaries of the Company forms part of the
 Annual Report.
 
 On restructuring, Mundra Port Holdings Pty Ltd. had become step down
 subsidiary of the Company w.e.f March 6, 2012 and Adani Abbot Terminal
 Holdings Pty Ltd had become wholly owned subsidiary of the Company
 w.e.f. March 15, 2012.
 
 In terms of General Circular issued by Ministry of Corporate Affairs,
 Government of India, the Balance Sheet, Profit and Loss Account and
 other documents of the subsidiary companies are not being attached with
 Balance Sheet of the Company.
 
 However, as directed by the Ministry of Corporate Affairs, some key
 information has been disclosed in a brief abstract forming part of this
 Annual Report. Accordingly, the Annual Report of the Company contains
 the consolidated audited financial statements prepared pursuant to
 clause 41 of the listing agreement as prescribed by SEBI and prepared
 in accordance with the accounting standards prescribed by the Institute
 of Chartered Accountants of India (ICAI).
 
 The annual accounts of the subsidiary companies and related detailed
 information shall be made available to the shareholders of the holding
 and subsidiary companies seeking such information on all working days
 during business hours. The annual accounts 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. Details of developments of subsidiaries
 of the Company are covered in Management''s Discussion and Analysis
 Report forming part of the Annual Report.
 
 Fixed Deposits:
 
 During the year under review, your Company has not accepted any
 deposits from public under Section 58A of Companies Act, 1956.
 
 Conservation of Energy, Technology Absorption, Foreign Exchange
 Earnings and Outgo:
 
 The particulars, as prescribed under clause (e) of sub-section (1) of
 Section 217 of the Companies Act, 1956, read with the Companies
 (Disclosure of Particulars in the Report of Board of Directors) Rules,
 1988 as amended from time to time are appended in the Annexure to the
 Directors'' Report.
 
 Quality, Health, Safety and Environment:
 
 At Adani Ports and Special Economic Zone Limited (APSEZL), Quality,
 Health, Safety and Environmental (QHSE) responsibilities are integral
 to operations. Your Company has acquired International Standards ISO
 9001:2008, ISO 14001:2004 and OHSAS 18001:2007 certifications
 specifying the requirements for an Integrated Management System (IMS)
 as a part of its objective to improve quality, health, safety and
 environment in the work place.
 
 Successfully managing Health, Safety & Environment (HSE) issues is an
 essential component of our operations. Through observance and
 encouragement of this policy, your Company assist in protecting the
 environment and the overall well-being of all stakeholders. To drive
 performance improvement, make progress and contribute to sustainable
 development, your Company works in an integrated manner across the
 areas of HSE. Your Company achieved a score of more than 94.5 % in
 Safety Audit conducted by third party as per IS 14489.
 
 Your Company takes a proactive approach toward creating safe working
 environments for all its employees.  To emphasize our continuing
 commitment to HSE issues, we adhere to HSE Principles. These Principles
 are the cornerstone of HSE culture and address issues such as
 accountability, training, communication, resources, engineering design,
 performance measurement, and sustainable development.
 
 Corporate Governance and Management Discussion and Analysis Report:
 
 Committed to good Corporate Governance practices, your Company fully
 conforms to the standards set out by the Securities and Exchange Board
 of India and other regulatory authorities and has implemented and
 complied with all the major stipulations. The Report on Corporate
 Governance along with the Compliance Certificate from the Practicing
 Company Secretary in line with Clause 49 of the Listing Agreement
 validating our claim and the Report on Management Discussion and
 Analysis are annexed and forms part of this Annual Report.
 
 Your Company in compliance with the requirements of the Listing
 Agreement has also formulated and implemented a Code of Conduct for all
 Board members and senior management personnel of the Company, who have
 affirmed their compliance thereto.
 
 Directors:
 
 Prof. G. Raghuram, was appointed as an Additional Director on the Board
 of the Company w.e.f May 14, 2012.  Pursuant to the provisions of
 Section 260 of the Companies Act, 1956, he holds office upto the date
 of ensuing Annual General Meeting and being eligible offer himself for
 appointment. The Company has received a notice in writing from the
 member of the Company signifying his candidature for the office of
 Board of Directors of the Company.
 
 Dr. Ravindra Dholakia has resigned as an Independent Director w.e.f May
 19, 2012. In accordance with Retirement Policy for Non Executive
 Independent Directors of the Company, Mr. K. N. Venkatasubramanian and
 Mr. S. Venkiteswaran had resigned as an Independent Directors of the
 Company w.e.f. June 26, 2012 and June 30, 2012 respectively.
 
 Board welcomes incoming Director and place on record the deep
 appreciation for valuable services and guidance provided by outgoing
 Directors during the tenure of their Directorships.
 
 Board of Directors has reappointed Mr. Gautam S. Adani, as Chairman and
 Managing Director and Mr.  Rajeeva Ranjan Sinha, as Whole Time Director
 for a tenure of five years w.e.f July 1, 2012 and October 12, 2012
 respectively, subject to the approval of shareholders.
 
 As per Section 256 of the Companies Act, 1956 and Article 152 of the
 Articles of Association of the Company, Mr. Rajesh S. Adani and Mr.
 Pankaj Kumar, IAS Directors of the Company are liable to retire by
 rotation and being eligible offer themselves for re-appointment. Board
 recommends reappointment of the Directors of the Company.
 
 Directors Responsibility Statement:
 
 Pursuant to the requirement under Section 217(2AA) of the Companies
 Act, 1956, with respect to Directors'' Responsibility Statement, the
 Directors confirm:
 
 - The applicable accounting standards have been followed and there are
 no material departures from the same;
 
 - Accounting Policies selected have been applied consistently and
 estimates made are reasonable and prudent, so as to give a true and
 fair view of the state of affairs of your Company as at March 31, 2012
 and of the profit of your Company for the year ended on that date;
 
 - 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 fraud and other irregularities; and
 
 - The annual accounts have been prepared on a going concern basis.
 
 Insurance:
 
 The Company continues to carry adequate insurance for all assets
 against foreseeable perils.
 
 Particulars of Employees:
 
 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, a statement showing the names and other particulars of the
 employees forms part of this report as Annexure. However, as permitted
 by 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 and any member
 interested in obtaining such particulars may write to Company Secretary
 at the Registered Office of the Company.
 
 Auditors:
 
 Your Company''s Auditors M/s. S. R. Batliboi & Associates, Chartered
 Accountants, Ahmedabad, hold office until the conclusion of the ensuing
 Annual General Meeting. The Company has received a written certificate
 from the Auditors to the effect that their re-appointment, if made,
 would be within the prescribed limit under Section 224(1B) of the
 Companies Act, 1956.
 
 Auditors'' Report:
 
 Notes to the financial statements, as referred in the Auditors Report,
 are self-explanatory and therefore do not call for any further comments
 and explanations under section 217(3) of the Companies Act, 1956.
 
 Information Technology: an enabler for Growth
 
 Innovative IT Solutions have been the driver for best in class port
 operations at APSEZL. With deployment of the best in class applications
 and systems, the IT initiatives have consistently been used to
 streamline enterprise business processes, improve operating
 efficiencies and reduce costs. APSEZL aims at seamless integration of
 its business operations and an IT platform to provide real time
 information and help in improving decision making process which in turn
 leads to efficient port operations.
 
 An initiative has been taken to provide our major customers with online
 vessel tracking information through the APMS system. This initiative
 through IT Department is part of our commitment to provide better
 service to our external clients. The berthing / sailing information of
 vessels during the last 48 hours has also now been made live through
 APMS. The data can be accessed by all port users from Port Operation
 section of Mundra Port website. These initiatives help in serving the
 customers better.
 
 Awards and Accreditations:
 
 During the year under review, your Company had won the following
 awards:
 
 Non Major Port of the year 2011 award at International Maritime
 Offshore Logistics 2011.
 
 MALA awards for the Best Private Port and Best Private Container
 Terminal Operator.
 
 Gateway Awards of Excellence-Ports & Shipping 2012 category Private
 Port of the Year from Ministry of Shipping, New Delhi.
 
 Special Commendation Certificate for Golden Peacock Award in the
 field of Occupational, Health & Safety - 2011.
 
 Won awards at the 22nd Gujarat Level Convention on Quality held at
 Vadodara in September 2011 and 25th National Convention on Quality
 Concepts (NCQC) - 2011 held at Hyderabad.
 
 Acknowledgment:
 
 Your Directors are highly grateful for all the guidance, support and
 assistance received from the Government of India, Government of
 Gujarat, Gujarat Maritime Board, Financial Institutions and Banks. Your
 Directors thank all shareowners, esteemed customers, suppliers,
 business associates and members of the Adani Family 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: July 2, 2012                       Chairman & Managing Director