The Directors are pleased to present the Twelfth Annual Report of your
 Company together with the Audited Accounts for the financial year ended
 March 31, 2011.
 
 Financial Highlights:
 
 The standalone performance of the Company for the financial year ended
 March 31, 2011 is summarized below:
 
                                                      (Rs. in Lacs)
 
 Particulars                              For the year    For the year
                                                 ended           ended
 
                                        March 31, 2011  March 31, 2010
 
 Income from operations                    1,88,507.22     1,39,251.70
 
 Other Income                                 4,976.37        3,378.20
 
 Total Income                              1,93,483.59     1,42,629.90
 
 Operating & Administrative Expenses         57,507.95       43,137.50
 
 Operating Profit before Interest, D
 epreciation and Tax                       1,35,975.64       99,492.40
 
 Interest and Financial Charges               7,501.40        4,147.02
 
 Depreciation / Amortization                 20,786.25       16,814.10
 
 Profit Before Tax and Prior Period 
 Adjustment                                1,07,687.99       78,261.05
 
 Less: Prior Period Adjustments                      -       (2,215.66)
 
 Provision for tax ( including 
 deferred tax )                               9,071.99        5,947.83
 
 Profit after tax                            98,616.00       70,097.56
 
 Surplus brought forward from previous year  89,415.11       53,214.64
 
 Balance available for appropriation       1,88,031.11     1,23,312.20
 Appropriations:
 
 Interim Dividends on Equity Shares          18,031.95       10,018.68
 
 Dividend on Preference Shares                    0.03            0.03 
 Proposed Final Dividend on
 Equity Shares (current year amount 
 represents rounding off effect
 relatingto previous year, previous 
 year Rs. Nil)                                      1.52        6,010.18
 
 Transfer to Capital Redemption Reserve          14.06           14.06
 
 Transfer to General Reserve                  9,861.60        7,009.76
 
 Transfer to Debenture Redemption Reserve    11,024.22       10,844.38
 
 Balance carried to Balance Sheet          1,49,097.73       89,415.11
 
 Operations Review:
 
 Your Company has scaled new heights during the year under review. It
 has emerged as the 7th largest port in the Country in terms of annual
 cargo handling volumes for the financial year 2010-11.
 
 The key aspects of your Companys performance during the financial year
 2010-11 are as follows:
 
 - Cargo volume increased by 28% from 40.29 million tonnes in 2009-10 to
 51.68 million tonnes in 2010-11.
 
 - Turnover increased by 36% from Rs. 1,42,630 Lacs in 2009-10 to Rs.
 1,93,484 Lacs in 2010-11.
 
 - Profit After Tax increased by 41% fromRs. 70,098 Lacs in 2009-10 toRs.
 98,616 Lacs in 2010-11.
 
 - Earning Per Share (EPS) for the year increased by 41% fromRs. 3.50 in
 2009-10 toRs. 4.92 in 2010-11.
 
 The detailed Operational Performance of the Company has been
 comprehensively discussed in the Management Discussion and Analysis
 Report which forms part of Directors Report.
 
 Capital Restructuring:
 
 In order to bring down the unit market value of the shares to make them
 more affordable to the retail investors, at the Annual General Meeting
 held on August 21, 2010, the members have approved sub-division of one
 equity share of Rs. 10/- each into five equity shares of Rs. 2/- each.
 Accordingly, effective from September 24, 2010 being Record Date, the
 Companys equity shares of Rs. 10/- each stands sub-divided into equity
 shares of the face value of Rs. 2/- each.
 
 Dividend:
 
 The outstanding performance of the Company has enabled Directors to
 declare and pay two interim dividends of Re. 0.50 (25%) and Re. 0.40
 (20%) on equity share of Rs. 2/- each aggregating to Re. 0.90 (45%) per
 share 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 2010-11. The total outgo on account of dividend is Rs.
 18,031.95 Lacs. Having declared two interim dividends, your Board has
 not recommended a final dividend for the financial year 2010-11.
 
 Subsidiaries:
 
 As on March 31, 2011, your Company had eleven subsidiaries as follows:
 
 1) Adani Petronet (Dahej) Port Pvt. Ltd.
 
 2) Adani Logistics Ltd.
 
 3) Mundra SEZ Textile and Apparel Park Pvt. Ltd.
 
 4) Karnavati Aviation Pvt. Ltd.
 
 5) MPSEZ Utilities Pvt. Ltd.
 
 6) Rajasthan SEZ Pvt. Ltd.
 
 7) Adani Murmugao Port Terminal Pvt. Ltd.
 
 8) Mundra International Airport Pvt. Ltd.
 
 9) Adani Hazira Port Pvt. Ltd.
 
 10) Hazira Infrastructure Pvt. Ltd.
 
 11) Hazira Road Infrastructure Pvt. Ltd.
 
 In order to create more business opportunities and to make strategic
 investment, following subsidiaries were incorporated subsequent to
 March 31, 2011, out of which two were foreign subsidaries:
 
 (i) Adani Vizag Coal Terminal Pvt. Ltd.
 
 (ii) Adani International Container Terminal Pvt. Ltd.
 
 (iii) Mundra Port Pty Ltd, Australia
 
 (iv) Mundra Port Holdings Pty Ltd, Australia
 
 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.
 
 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 shareholders seeking such information at any
 point of time. The annual accounts of the subsidiary companies shall
 also be kept for inspection by any shareholders during working hours at
 the Companys registered office and that of the respective subsidiary
 companies concerned. Details of major subsidaries of the Company are
 covered in Managements Discussion and Analysis Report forming part of
 the Annual Report.
 
 Holding Company:
 
 Adani Enterprises Ltd. (AEL) the flagship company of Adani group is a
 diversified conglomerate and operates in diverse range of sectors such
 as power project development, coal mining, commodities trading, real
 estate development, agro processing oil, gas explorations and
 logistics.  In order to bring the several businesses in Adani Group
 under one flagship company the promoter entities of the Company have
 been merged with AEL. Consequently pursuant to section 4 of the
 Companies Act, 1956, AEL has become the Holding Company of your Company
 in place of erstwhile Adani Infrastructure Services Pvt. Ltd.
 
 Fixed Deposits:
 
 During the year under review, your Company has not accepted any
 deposits from public under Section 58A of Companies Act, 1956.
 
 Group For Inter-Se Transfer of Shares:
 
 As required under Clause 3(1)(e) of the Securities and Exchange Board
 of India (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 I attached herewith and forms part of this Annual Report.
 
 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 are set out in the Annexure to the Directors Report forming part
 of the complete version of Annual Report. Pursuant to the exemption
 under Section 219(1)(b)(iv) of the Companies Act, 1956, the said
 annexure has not been enclosed with the Directors Report forming part
 of the Abridged version of the Annual Report 2010-11.
 
 Your Company has incurred expenditure in foreign exchange to the extent
 of Rs. 44,605.49 Lacs during the year under review. Foreign exchange
 earnings during the year were Rs. 375.02 Lacs.
 
 Quality, Health, Safety and Environment:
 
 At Mundra Port and Special Economic Zone Limited (MPSEZL), Quality,
 Health, Safety and Environmental (QHSE) responsibilities are integral.
 MPSEZL has acquired International Standards ISO 9001:2008, ISO
 14001:2004 and OHSAS 18001:2007, certification specifying the
 requirements for an Integrated Management System (IMS) as a part of its
 objectives to improve quality, health, safety and environment in the
 work place.
 
 Company has received IMS certification for Providing Port Facilities
 for Handling Bulk, Liquid and Containerized Cargo, Single Point
 Mooring, Storage and Transportation of Cargo by Road, Rail and
 Pipeline. The certification has set up processes and systems that
 makes Mundra Port a world class port offering high quality services to
 customers as well as establishes the port as a great place to work in
 safe, secure and healthy environment.
 
 Corporate Governance and Management Discussion and Analysis Report:
 
 Committed to good corporate governance practices, your Company fully
 confirm to the standards set out by the Securities and Exchange Board
 of India and other regulatory authorities and has implemented and
 complied with all of its 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 the compliance thereto.
 
 Directors:
 
 During the year under review, Mr. S. K. Tuteja has resigned from the
 Board with effect from February 12, 2011. The Board express gratitude
 for the expert advice and services rendered by him and significant
 contributions made during his tenure as a Director.
 
 As per Section 256 of the Companies Act, 1956 and Article 152 of the
 Articles of Association of the Company, Mr. S. Venkiteswaran, Dr. Malay
 Mahadevia and Mr. Arun Duggal 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 except
 one which has been mentioned in the notes 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, 2011 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 this Annual
 Report is being sent to all shareholders and others entitled thereto
 excluding aforesaid information. Any member interested in obtaining
 such particulars may write to Company Secretary at the Registered
 Office of the Company.
 
 Auditors:
 
 Your Companys 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 accounts, as referred in the Auditors Report, are
 self-explanatory and therefore do not call for any further comments and
 explanations.
 
 Information Technology: an enabler for Growth
 
 Innovation has been the driver for IT automation at Mundra Port. 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.
 Mundra Port aims at seamless integration of its business operations and
 an IT platform to provide real time information and help in improving
 decision making process and in turn leads to efficient port operation.
 
 Awards and Accreditations:
 
 During the year under review, your Company had won the best model port
 in the private sector and Clean Port of the year for creating
 benchmarks through best practices of adding further capacities and
 infrastructure and for protecting the port environment by reducing
 emissions and carbon footprint.
 
 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: May 9, 2011                          Chairman & Managing Director