3 file 1 ffreport ael ar 2012-13(1)

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BOARD OF DIRECTORS CONTENTSMr. Gautam S. Adani, Chairman

Mr. Rajesh S. Adani, Managing DirectorNotice ----------------------------------------------------------------2

Mr. Devang S. Desai, Executive Director & CFO Directors’ Report -------------------------------------------------9

Mr. Vasant S. Adani

Mr. Anil AhujaManagement Discussion and Analysis Report--------16

Mr. S. K. Tuteja Corporate Governance Report -----------------------------25Dr. Ravindra Dholakia

Mr. Berjis Desai Certification by CEO & CFO---------------------------------42

(w.e.f. 3rd December

Mr. Yoshihiro Miwa

, 2012)Business Responsibility Report ---------------------------43

(Upto 24th December, 2012) Auditors’ Report-------------------------------------------------52

COMPANY SECRETARYBalance Sheet ---------------------------------------------------60

Mr. Parthiv Parikh Statement of Profit and Loss-------------------------------61

BANKERS

Cash Flow Statement -----------------------------------------62

State Bank of India, Ahmedabad. Notes forming part of Financial Statements ---------64

ICICI Bank Ltd., Mumbai.

Axis Bank Ltd., Ahmedabad.

Standard Chartered Bank, Mumbai.

Auditors’ Report on Consolidated Financial

Statements------------------------------------------------------108

Consolidated Balance Sheet-------------------------------112

REGISTERED OFFICE

“Adani House”, Consolidated Statement of Profit and Loss----------113

Nr. Mithakhali Six Roads, Consolidated Cash Flow Statement --------------------114Navrangpura, Ahmedabad - 380 009.

Gujarat (INDIA). Notes forming part of Consolidated Financial

Statements ------------------------------------------------------116

SHARE TRANSFER AGENT Subsidiary Company Details ------------------------------167Sharepro Services (India) Pvt. Ltd.

416-420, 4th Floor, Devnandan Mall,

Opp. Sanyash Ashram, Ellisbridge,

Ahmedabad - 380 006. Important Communication to Members

Tel. No.: +91 - 79 - 2658 2381 to 84 The Ministry of Corporate Affairs has taken a

Fax : +91 - 79 - 2658 2385 “Green Initiative in the Corporate Governance” by

allowing paperless compliances by the companies

SHARES LISTED ATBSE Ltd., Mumbai. (BSE)

and has issued circulars stating that service of

notice / documents including Annual Report can be

sent by e-mail to its members. To support this green

The National Stock Exchange of India Ltd., Mumbai. (NSE) initiative of the Government in full measure,members who have not registered their e-mail

AUDITORSM/s. Dharmesh Parikh & Co.

Chartered Accountants

Ahmedabad.

addresses, so far, are requested to register their

e-mail addresses, in respects of electronic holding

with the Depository through their concerned

Depository Participants.



NOTICE

NOTICE is hereby given that the 21st

Annual General Meeting of Adani Enterprises Limited will be held onth

Thursday, 8 August, 2013 at 11.00 a.m. at J.B. Auditorium, AMA Complex, ATIRA, Dr. Vikram Sarabhai

Marg, Ahmedabad – 380 015 to transact the following businesses:

ORDINARY BUSINESS

1. To receive, consider and adopt Audited Balance Sheet as at 31 st March, 2013 and Statement of Profit

and Loss for the year ended on that date and the Reports of the Board of Directors and Auditors

thereon.

2. To declare dividend on Equity Shares.

3. To appoint a Director in place of Mr. Vasant S. Adani who retires by rotation and being eligible, offers

himself for re-appointment.

4. To appoint a Director in place of Mr. Anil Ahuja who retires by rotation and being eligible, offers himself for

re-appointment.

5. To appoint M/s. Dharmesh Parikh and Co., Chartered Accountants, Ahmedabad, as Auditors of the

Company, to hold office from the conclusion of this meeting until the conclusion of the next Annual

General Meeting of the Company at such remuneration (including fees for Certification) and

reimbursement of out of pocket expenses for the purpose of audit as may be approved by the Audit

Committee / Board of Directors of the Company.

SPECIAL BUSINESS

6. To consider and if thought fit, to pass, with or without modification(s), the following resolution as an

Ordinary Resolution:st

“RESOLVED THAT Dr. Ravindra Dholakia, who was appointed as Director of the Company on 21 May, 2012 to fill

up casual vacancy caused due to sad demise of Dr. A.C. Shah pursuant to Section 262 of the Companies Act, 1956

and Articles of Association of the Company and he holds office only upto the date of this Annual

General Meeting and being eligible, offers himself for appointment and in respect of whom the Company has

received a notice in writing from a member pursuant to the provisions of Section 257 of the Companies Act, 1956,

signifying his intention to propose the candidature of Dr. Ravindra Dholakia for the office of Director, be and is

hereby appointed as a Director of the Company, liable to retire by rotation.”


Ordinary Resolution:

“RESOLVED THAT Mr. Berjis Desai, who was appointed as an Additional Director of the Company on

3rd

December, 2012 pursuant to the provisions of Section 260 of the Companies Act, 1956 and he holds

office only upto the date of this Annual General Meeting and being eligible, offers himself for appointment and

in respect of whom the Company has received a notice in writing from a member pursuant to the provisions of

Section 257 of the Companies Act, 1956, signifying his intention to propose the candidature of Mr. Berjis Desai

for the office of Director, be and is hereby appointed as a Director of the Company, liable to retire by rotation.”


Ordinary Resolution:

“RESOLVED THAT in accordance with the provisions of Sections 198, 269, 309, 310, 311, Schedule XIII

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