The Directors are pleased to present the Fifteenth Annual Report and
 the audited accounts for the fnancial year ended 31st March, 2011.
 
 Financial highlights:
 
 The fnancial highlights of the Company for the year ended 31st March,
 2011 is summarized below:
 
                                                       (Rs. in Crores)
 
 Particulars                                   For the        For the
 
                                            year ended     year ended
 
                                      31st March, 2011 31st March, 2010
 
 Income from operations                           2106           435
 
 Other Income                                       19             6
 
 total Income                                     2125           441
 
 Operating & Administrative Expenses              1071           226
 
 Operating Proft before Interest and Tax          1054           215
 
 Interest and Financial Charges                    230            12
 
 Proft Before Tax                                  824           204
 
 Provision for tax (including deferred tax)        300            33
 
 Proft After tax                                   524           171
 
 Surplus brought forward from previous year        168            (3)
 
 Balance carried to Balance sheet                  692           168 
 
 operational highlights:
 
 Your Company together with its subsidiaries currently has nine power
 projects with a combined installed capacity of 16,500 MW, out of which
 1980 MW has been commissioned, 7260 MW is under implementation and 7260
 MW is at the planning stage. Your Company alongwith its subsidiaries is
 implementing various transmission line projects of about 3,000 km
 length.
 
 Your Company intends to sell the power generated from these projects
 under a combination of long term Power Purchase Agreements and on
 merchant basis.
 
 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:
 
 In order to conserve resources for operational purposes, your Directors
 have not recommended any dividend on equity shares for the year under
 review.
 
 utilization of proceeds of Ipo:
 
 The statement of projected utilization of the IPO proceeds as per
 Prospectus dated 5th August, 2009 against actual utilization as on 31st
 March, 2011 is as follows:
 
                                                         (Rs. in Crores)
 
 proceeds received from Ipo                                  3016.52
 
 objects of the Issue                  projected    Actual 
                                                utilization  Addition/
                                     utilization 
                                         of IPO      till 
                                                   31.03.11  Deletion
                                        proceeds
 
 To part fnance the construction and 
 development of                          1153.00   1152.97    (0.03)
 Mundra Phase IV Power Project 
 for 1,980 MW
 
 Funding equity contribution in 
 Adani Power Maharashtra                 1040.00   1040.00     0.00
 Ltd. to part fnance the construction 
 & development cost of power
 project for 1,980 MW at Tiroda, 
 Maharashtra
 
 General corporate purposes               759.00    769.62    10.62
 
 Issue Expenses                            64.52     53.93   (10.59)
 
 TOTAL                                   3016.52   3016.52     0.00
 
 total funds unutilized as at 31st March, 2011 nil
 
 subsidiary Companies:
 
 Your Company has 11 subsidiaries at the end of the year which are as
 follows:
 
 1) Adani Power Maharashtra Ltd.
 
 2) Adani Power Rajasthan Ltd.
 
 3) Adani Power Dahej Ltd.
 
 4) Adani Pench Power Ltd.
 
 5) Mundra Power SEZ Ltd.
 
 6) Kutchh Power Generation Ltd.
 
 7) Adani Power (Overseas) Ltd., UAE
 
 8) Adani Shipping PTE Ltd., Singapore
 
 9) Adani Power PTE Ltd., Singapore
 
 10) Rahi Shipping PTE Ltd., Singapore
 
 11) Vanshi Shipping PTE Ltd., Singapore
 
 After 31st March, 2011, Aanya Maritime Inc, Panama and Aashna Maritime
 Inc, Panama were set up as subsidiaries of the Company.
 
 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 exemption granted by the Ministry of Corporate
 Affairs, vide General Circular No. 2/2011 dated 8th February, 2011,
 copies of the Balance Sheet, Proft & Loss Account, report of the Board
 of Directors and report of the auditors of each of the Subsidiary
 Companies have not been attached to the accounts of the Company for the
 year ended 31st March, 2011.
 
 Accordingly, the annual report of the Company contains the consolidated
 audited fnancial statements prepared pursuant to clause 41 of the
 listing agreement and prepared in accordance with the accounting
 standards prescribed by the Institute of Chartered Accountants of India
 (ICAI).
 
 Further the Company hereby undertakes that the annual accounts of the
 subsidiary companies and related detailed information will be made
 available to the shareholders of holding company and subsidiary
 companies on making request at any point of time. The annual accounts
 of subsidiary companies will also be kept open for inspection by any
 shareholder during working hours at the Companys registered offce and
 that of the respective subsidiary concerned.
 
 Fixed Deposits:
 
 During the year under review, your Company has not accepted any
 deposits from public under Section 58A of Companies Act, 1956.
 
 Corporate Governance and Management Discussion and Analysis Report:
 
 A separate report on Corporate Governance compliance and a Management
 Discussion and Analysis Report as stipulated by the Clause 49 of the
 Listing Agreement forms part of the Annual Report along with the
 required Certifcate from a Practicing Company Secretary regarding
 compliance of the conditions of Corporate Governance as stipulated by
 Clause 49 of the Listing Agreement.
 
 In compliance with Corporate Governance requirements as per Clause 49
 of the Listing Agreement, your Company has formulated and implemented a
 Code of Business Conduct and Ethics for all Board members and senior
 management personnel of the Company, who have affrmed the compliance
 thereto.
 
 Corporate social Responsibility:
 
 Adani Group carries on social welfare activities through a trust
 namely, Adani Foundation.  The Foundation is active in four major
 areas:
 
 Education
 
 Community Health
 
 Livelihood Development
 
 Rural Infrastructure Development
 
 Considering the need to bridge gap for requirement of health care
 services AF have increased one more Mobile Medical Van for Mundra
 taluka. Now AF treats more than 8000 patients via Mobile Medical Vans
 and 1500 patients via three Rural Clinics every month.
 
 AF 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.
 
 AF also undertakes Skill Development Trainings for specialized services
 and entrepreneurship for rural youth - men and women. Good number of
 Youth has been trained in Diesel Engine Repair & Maintenance,
 Automobile Repair & Maintenance, Beauty Parlor Trainings and Sewing &
 Garment Making. Many poor & needy women were supported to start their
 entrepreneurial venture leading them to be self sustainable.
 
 health, safety & environment (hse)
 
 The HSE Management System of your company is top driven, effcient,
 effective and adheres to the statutory requirements.  Top management of
 company is committed for maintaining highest standard of Health and
 Safety. Your company also meets all applicable statutory requirements
 and is committed to environment conservation and prevention of
 pollution.  The need for electricity generation to be clean and safe
 has never been more obvious. Environmental and health consequences of
 electricity generation are important issues, alongside the
 affordability of the power which is produced.  Production of
 electricity from any form of primary energy has some environmental
 effect and some risk.
 
 Your company has well structured HSE set up for managing HSE functions
 and issues of the organization. At corporate level the HSE setup is
 headed by senior executives reporting to CEO and at plant level senior
 functional head reporting directly to plant head respectively.
 
 Greatest emphasis is given to safety measures for minimizing accidents.
 Accidents are investigated and analyzed for root cause so that re-
 occurrence can be prevented. A comprehensive HSE manual has been
 developed for use by operating and HSE personnel. Specialized Personnel
 Protective Equipments have been standardized and provided to operating
 personnel for use in the work areas. Regulatory authorities and
 government agencies carry out inspection/ audits with an aim for
 overall improvement in the HSE performance at regular frequency.
 
 Directors:
 
 - Appointment of Additional Director:
 
 During the year under review, Mr. Ravi Sharma was appointed as an
 Additional Director w.e.f 8th February, 2011 on the Board of the
 Company. Pursuant to Section 260 of Companies Act, 1956 and Articles of
 Association of the Company, Mr. Ravi Sharma holds offce upto the date
 of ensuing Annual General Meeting. The Company has received a notice in
 writing from a member of the Company signifying his candidature for the
 offce of the Board of Directors of the Company.
 
 - Appointment of Whole Time Director:
 
 During the year under review, Mr. Ravi Sharma was appointed as a Whole
 Time Director for period of fve years w.e.f 8th February, 2011.
 
 - Resignation of Director:
 
 During the year under review, Mr. S. K Tuteja resigned w.e.f 12th
 February, 2011, Mr. R. K Madan resigned w.e.f 21st March, 2011 and Mr.
 Ameet H. Desai resigned w.e.f 31st March, 2011.
 
 - Retirement by rotation:
 
 As per Section 256 of the Companies Act, 1956 and Articles of
 Association of the Company, Mr. Vijay Ranchan and Mr. Chinubhai R. Shah
 are liable to retire by rotation and being eligible offer themselves
 for re-appointment.
 
 The Board recommends appointment / re-appointment of aforesaid
 Directors.
 
 A brief resume of directors being appointed / re-appointed with the
 nature of their expertise, their shareholding in the Company as
 stipulated under Clause 49 of the Listing Agreement is appended as an
 annexure to the notice of the ensuing Annual General Meeting.
 
 Directors Responsibility statement:
 
 Pursuant to the requirement under Section 217(2AA) of the Companies
 Act, 1956, with respect to Directors Responsibility Statement, the
 Directors confrm that:
 
 1.  In the preparation of annual accounts, the applicable accounting
 standards have been followed along with proper explanations relating to
 material departures, if any.
 
 2.  Reasonable and Prudent Accounting Policies have been adopted in
 preparation of the Financial Statements. The Accounting Policies have
 been consistently applied except for the changes mentioned in Notes
 forming part of Accounts.
 
 3.  Proper and suffcient care has been taken for the maintenance of
 adequate accounting records in accordance with the provisions of
 Companies Act, 1956 for safeguarding the assets of the company and for
 preventing and detecting fraud and other irregularities.
 
 4.  The annual accounts have been prepared on a going concern basis.
 
 Additional information to shareholders:
 
 Your company provides all the information on the Companys business,
 matters of interest to the investors like fnancial information,
 investor presentations, press releases, etc. on its website
 www.adanipower.com.
 
 Insurance:
 
 Assets of your Company are adequately insured against various perils.
 
 Auditors:
 
 Your Companys Auditors M/s. Deloitte Haskins & Sells, Chartered
 Accountants, Ahmedabad, hold offce until the conclusion of ensuing
 Annual General Meeting. They have shown their willingness to accept the
 offce as Statutory Auditors, if appointed. Your Company has received a
 written certifcate 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:
 
 The Notes on accounts as referred to in the Auditors Report are
 self-explanatory and do not call for any further comments and
 explanations.
 
 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, 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 excluding aforesaid information. Any member interested in
 obtaining such particulars may write to Company Secretary.
 
 Conservation of Energy, Technology Absorption, Foreign Exchange
 Earnings and Outgo:
 
 The particulars relating to energy conservation, technology absorption,
 foreign exchange earnings and outgo, as required to be disclosed under
 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 appended herewith as Annexure I and forms part of this Annual
 Report.
 
 Group For Inter-se transfer of shares:
 
 Pursuant to intimation from the Promoters, the names of the Promoters
 and entities comprising of the Group are given in Annexure II
 attached herewith and forms part of this Annual Report for the purpose
 of the Securities and Exchange Board of India (Substantial Acquisition
 and Takeover) Regulations 1997.
 
 Clean Development Mechanism (CDM):
 
 As you are aware, your Company has registered its frst two units of 660
 MWeach of phase III of Mundra Power Project & two units of 660MW each
 of Tiroda Power Project with United Nations Framework Convention on
 Climate Change (UNFCCC) as Clean Development Mechanism (CDM) Project.
 This is the worlds frst project based on Super-critical technology to
 get registered as CDM Project under UNFCCC.
 
 Awards & Recognitions
 
 Your Company had been bestowed with various awards like The Most
 Admired Developer in Power Sector by KPMG & Infrastructure Todays
 Infrastructure Excellence Award 2011 by CNBC TV18 and Best Corporate
 in Power Sector by Infra 2011. Your Company is the only Company in
 power sector to have received such an award and industry recognition.
 
 Acknowledgement:
 
 Your Directors place on record their appreciation for assistance and
 co-operation received from various ministries and department of
 Government of India, Government of Gujarat, other State Governments,
 fnancial institution, banks, shareholders, directors, executives,
 offcers of the Company. The management would also like to express great
 appreciation for the commitment and contribution of its employees for
 their committed services without which the good results would not have
 been possible.
 
                           For and on behalf of the Board of Directors
 
 Date: 9th May, 2011                                   Gautam s. Adani
 
 Place: Ahmedabad                                             Chairman