Adani
Adani
Adani
CONTENTS
Mr.
Mr.
Mr.
Mr.
Mr.
Mr.
Dr.
Mr.
Notice ----------------------------------------------------------------2
COMPANY SECRETARY
Mr. Parthiv Parikh
BANKERS
State Bank of India, Ahmedabad.
ICICI Bank Ltd., Mumbai.
Axis Bank Ltd., Ahmedabad.
Standard Chartered Bank, Mumbai.
REGISTERED OFFICE
Adani House,
Nr. Mithakhali Six Roads,
Navrangpura, Ahmedabad - 380 009.
Gujarat (INDIA).
SHARES LISTED AT
BSE Ltd., Mumbai. (BSE)
The National Stock Exchange of India Ltd., Mumbai. (NSE)
AUDITORS
M/s. Dharmesh Parikh & Co.
Chartered Accountants
Ahmedabad.
NOTICE
NOTICE is hereby given that the 21st Annual General Meeting of Adani Enterprises Limited will be held on
Thursday, 8th 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 31st 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:
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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.
7. To consider and if thought fit, to pass, with or without modification(s), the following resolution as an
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.
8. To consider and if thought fit, to pass, with or without modification(s), the following resolution as an
Ordinary Resolution:
RESOLVED THAT in accordance with the provisions of Sections 198, 269, 309, 310, 311, Schedule XIII
and other applicable provisions of the Companies Act, 1956 (including any statutory modification or re-enactment
thereof for the time being in force), the Company hereby accords its approval to the re-appointment of Mr. Gautam
S. Adani as Executive Chairman of the Company for a period of five years w.e.f 01/12/2013 on the terms and
conditions including terms of remuneration as set out in the explanatory statement attached hereto and forming
part of this notice with a liberty to the Board of Directors to alter and vary the terms and conditions of the said
appointment so as the total remuneration payable to him shall not exceed the limits specified in Schedule XIII to the
Companies Act, 1956 including any statutory modification or re-enactment thereof, for the time being in force and
as agreed by and between the Board of Directors and Mr. Gautam S. Adani without any further reference to the
Company in General Meeting.
RESOLVED FURTHER THAT in the event of any statutory amendment or modification by the Central Government
to Schedule XIII to the Companies Act, 1956, the Board of Directors be and are hereby authorized to vary
and alter the terms of appointment including salary, commission, perquisites, allowances etc. payable to
Mr. Gautam S. Adani within such prescribed limit or ceiling and as agreed by and between the Company and
Mr. Gautam S. Adani without any further reference to the Company in General Meeting.
RESOLVED FURTHER THAT the Board of Directors of the Company is authorized to take such steps as may be
necessary to give effect to this Resolution.
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NOTES:
1.
A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT A PROXY TO
ATTEND AND VOTE INSTEAD OF HIMSELF / HERSELF. THE PROXY NEED NOT BE A MEMBER.
2.
THE INSTRUMENT APPOINTING PROXY SHOULD HOWEVER BE DEPOSITED AT THE REGISTERED OFFICE
OF THE COMPANY NOT LATER THAN 48 HOURS BEFORE THE COMMENCEMENT OF THE MEETING.
3.
4.
The Register of members and share transfer books of the Company will remain closed from 1st August, 2013
to 8th August, 2013 (both days inclusive) to determine the entitlement of the shareholders to receive
dividend for the year 2012-13.
5.
Shareholders seeking any information with regard to accounts are requested to write to the Company at
least 10 days before the meeting so as to enable the management to keep the information ready.
6.
All documents referred to in the accompanying notice and explanatory statement will be kept open for
inspection at the Registered Office of Company on all working days between 11.00 a.m. to 1.00 p.m. prior to
date of Annual General Meeting.
7.
Members are requested to bring their copy of Annual Report at the meeting.
8.
Members holding the shares in physical mode are requested to notify immediately the change of their
address and bank particulars to the R & T Agent of the Company. In case shares held in dematerialized form,
the information regarding change of address and bank particulars should be given to their respective
Depository Participant.
3
9.
In terms of Section 109A of the Companies Act, 1956, nomination facility is available to individual
shareholders holding shares in the physical form. The shareholders who are desirous of availing this facility,
may kindly write to Company's R & T Agent - M/s. Sharepro Services (India) Private Limited at 416-420,
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4 Floor, Devnandan Mall, Opp. Sanyash Ashram, Ashram Road, Ellisbridge, Ahmedabad 380 006, for
nomination form by quoting their folio number.
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10. The balance lying in the unpaid dividend account of the Company in respect of dividend declared on 29 July,
2006 for the financial year 2005-06 will be transferred to the Investor Education and Protection Fund of the
Central Government by September, 2013. Members who have not encashed their dividend warrants
pertaining to the said year may approach the R & T Agent to the Company for obtaining payments thereof by
August, 2013.
ANNEXURE TO NOTICE
EXPLANATORY STATEMENT PURSUANT TO SECTION 173(2) OF THE COMPANIES ACT, 1956
FOR ITEM NO. 6 :
Dr. Ravindra Dholakia, who was appointed as Director of the Company on 21st 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. He holds office only upto the date of the ensuing Annual General Meeting.
Dr Ravindra Dholakia, a faculty of economics and public systems at IIM, Ahmedabad, has more than 35 years of
experience in regional economic development, economic analysis and policy, international economics and health
economics. He holds a post-doctoral research fellowship from the University of Toronto and a Ph.D.in Economics
from M. S.University, Baroda.
He also served as a consultant to State and Central governments, private sector institutions and international
organizations such as WHO, UNICEF, ADB and World Bank. He has also been a member of various committees
appointed by the Government and has more than 100 research papers and 12 books to his credit.
As required by Section 257 of the Companies Act, 1956, notice has been received from a member signifying his
intention to propose the appointment of Dr. Ravindra Dholakia as a Director along with a deposit of Rs. 500/-.
The particulars of Dr. Ravindra Dholakia are annexed hereto with this notice. The Board considers it desirable that
the Company should continue to avail the services of Dr. Ravindra Dholakia.
The Board recommends this resolution for your approval.
Except Dr. Ravindra Dholakia, none of the other Directors of the Company is interested in the resolution.
FOR ITEM NO. 7 :
Mr. Berjis Desai was appointed as an Additional Director of the Company on 3rd December, 2012, by the Board of
Directors of the Company. According to the provisions of Section 260 of the Companies Act, 1956, he holds office as
Director only upto the date of ensuing Annual General Meeting.
Mr. Berjis Desai is a law graduate from the Mumbai University and a post-graduate in law from Cambridge University, U.K.
He is the Managing Partner of J. Sagar Associates, a national law firm having offices in Mumbai, Delhi, Gurgaon,
Bangalore and Hyderabad. Mr. Desai specializes in mergers and acquisitions, derivatives, corporate and financial
laws, International business laws and international commercial arbitration.
As required by Section 257 of the Companies Act, 1956, notice has been received from a member signifying his
intention to propose the appointment of Mr. Berjis Desai as a Director along with a deposit of Rs. 500/-.
The particulars of Mr. Berjis Desai are annexed hereto with this notice. The Board considers it desirable that the
Company should continue to avail the services of Mr. Berjis Desai.
The Board recommends this resolution for your approval.
Except Mr. Berjis Desai, none of the other Directors of the Company is interested in the resolution.
4
The members at the Sixteenth Annual General Meeting of the Company held on 26 September, 2008 re-appointed
st
Mr. Gautam S. Adani as Executive Chairman for a period of 5 years with effect from 1 December, 2008 on the
th
terms and conditions as approved by them. The term of his present appointment will expire on 30 November, 2013.
The Remuneration Committee at its meeting held on 20th May, 2013 recommended and the Board at its meeting held
on 20th May, 2013 have re-appointed him as Executive Chairman for a further period of five years with effect from
1st December, 2013 on the following terms and conditions, subject to the approval of the shareholders in General
Meeting.
MR. GAUTAM S. ADANI : AS EXECUTIVE CHAIRMAN
PERIOD OF APPOINTMENT : 5 YEARS WITH EFFECT FROM 1st DECEMBER, 2013
SALARY : Rs. 12,75,000/- (Rupees Twelve Lacs Seventy Five Thousand Only) per month in the scale of
Rs. 12,75,000-55,000-15,50,000/- .
COMMISSION
Upto 2% of the Company's Net Profit for each financial year as calculated in accordance with Section 349 of the
Companies Act, 1956 subject to the overall ceiling laid down in Sections 198 and 309 of the Companies Act, 1956.
PERQUISITES
CATEGORY - A
(a)
Medical benefit
All medical expenses incurred for self and family shall be reimbursed.
the
rules of the
Club fees
Annual fees of club subject to a maximum of two clubs. This will not include admission and life
membership fees.
Mr. Gautam Adani, the Chairman and Founder of the Adani Group, has more than 33 years of business experience.
Under his leadership, Adani Group has emerged as a global integrated infrastructure player with interest across
Resources, Logistics and Energy verticals.
Mr. Adani's success story is extraordinary in many ways. His journey has been marked by his ambitious and
entrepreneurial vision, coupled with great vigour and hard work. This has not only enabled the Group to achieve
numerous milestones but also resulted in creation of a robust business model which is contributing towards building
sound infrastructure in India.
The Board of Directors felt that it is in the interest of the Company to continue to avail services of Mr. Gautam S.
Adani as Executive Chairman.
The Board recommends this resolution for your approval.
Mr, Gautam S. Adani is deemed to be interested in the said resolution as it relates to his re-appointment.
Mr. Vasant S. Adani and Mr. Rajesh S. Adani being relatives are also interested in the said resolution.
None of the other Directors of the Company is in any way concerned or interested in the above resolution.
This, alongwith the relevant resolution may be treated as an Abstract pursuant to Section 302 of the Companies
Act,1956.
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Parthiv Parikh
Regd. Office :
Adani House, Near Mithakhali Six Roads,
Navrangpura Ahmedabad - 380 009. Gujarat, India.
Company Secretary
ANNEXURE TO NOTICE
Date of Birth
Age
58 years
51 years
60 years
Appointed on
Qualifications
B.A
Expertise in specific
functional areas
Directorships held in
Public Companies.
Membership/
Chairmanships of
Committees across
Public Companies#
Shareholders/ Investors
Grievances Committee:
Adani Enterprises Ltd.
Audit Committee:
Adani Enterprises Ltd.
Audit Committee:
Adani Enterprises Limtied
The State Trading Corporation of
India Ltd.
Nil
Nil
Nil
#Represents Membership / Chairmanship of two Committees viz. Audit Committee and Shareholders / Investors Grievances Committee as per clause 49 of
the Listing Agreement .
ANNEXURE TO NOTICE
Name
Date of Birth
Age
57 years
51 years
Appointed on
Qualifications
Law graduate from the Mumbai University and a postgraduate in law from Cambridge University, U.K.
Expertise in specific
functional areas
Directorships held in
Public Companies.
Membership/Chairman
ships of Committees
across Public
Companies#
S.Y.B.Com.
Audit Committee:
Nil
Nil
Nil
#Represents Membership / Chairmanship of two Committees viz. Audit Committee and Shareholders / Investors Grievances Committee as per clause 49 of
the Listing Agreement .
DIRECTORS' REPORT
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Your Directors take pleasure in presenting the 21 Annual Report together with the Audited Statement of Profit
and Loss for the year ended March 31, 2013 and Balance Sheet as on that date.
FINANCIAL PERFORMANCE SUMMARY
Particulars
(` in Crores)
Consolidated Results
2012-13
2011-12
Standalone Results
2012-13
2011-12
FINANCIAL RESULTS
Total Revenue
47,351.63
39,903.77
12,504.28
5,743.85
40,453.94
34,357.81
11,736.00
5,159.83
6,897.69
5,545.96
768.28
584.02
Finance Costs
3,492.93
1,825.56
302.57
165.03
2,297.86
1,223.99
57.55
29.90
1,106.90
2,496.41
408.16
389.09
898.33
(0.02)
202.99
(2.01)
2,005.23
2,496.39
611.15
387.08
2,005.23
2,496.39
611.15
387.08
787.66
476.06
91.31
25.36
1,217.57
2,020.32
519.84
361.72
395.41
(181.12)
1,612.98
1,839.21
519.84
361.72
1,612.98
1,839.21
519.84
361.72
5,733.60
4,225.35
1,430.50
1,246.60
(0.22)
(13.45)
7,333.13
6,064.34
1,950.34
1,608.32
153.97
109.98
153.97
109.98
34.93
43.02
8.54
17.84
(7.56)
(7.55)
194.15
141.22
60.00
50.00
53.55
36.41
0.11
0.11
6,903.97
5,733.60
1,735.38
1,430.50
Depreciation
Less : appropriations
Proposed Dividend on Equity Shares
DIVIDEND
140%
120%
% OF DIVIDEND
100%
100%
100%
100%
100%
80%
60%
60%
40%
40%
45%
45%
40%
20%
0%
2003-04 2004-05
2005-06
2006-07
2007-08
2008-09
YEAR
2009-10
2010-11
2011-12
2012-13
(Proposed)
FIXED DEPOSITS
During the year under review, your Company has not accepted any fixed deposits within the meaning of
Section 58A of the Companies Act, 1956 and the rules made there under and as on March 31, 2013 the
Company had no unclaimed deposits or interest thereon due to any depositor.
CORPORATE GOVERNANCE
To comply with conditions of Corporate Governance, pursuant to Clause 49 of the Listing Agreements with the
Stock Exchanges, a Management Discussion and Analysis, Report on Corporate Governance and Statutory Auditors'
Certificate are included in the Annual Report.
FORMATION OF VARIOUS COMMITTEES
Details of various committees constituted by the Board of Directors as per the provisions of Clause 49 of the L i s t i n g
Agreement and Companies Act, 1956 are given in the Corporate Governance Report annexed and form part of this
report.
10
DIRECTORS
During the year under review, Mr. Yoshihiro Miwa, Non Executive and Non Independent Director of the Company
resigned w.e.f. 24th December, 2012. Consequently, Mr. Tatsuo Fuke also ceased to be an alternate director with
effect from the said date. The Board places on record its deep appreciation of the valuable services rendered as well
as advice and guidance provided by Mr. Yoshihiro Miwa during his tenure.
Mr. Berjis Desai was appointed as an Additional Director with effect from 3rd December, 2012, in accordance with
Article 76 of the Articles of Association of the Company and Section 260 of the Companies Act, 1956 (the Act).
Mr. Berjis Desai & Dr. Ravindra Dholakia hold office only upto the date of the forthcoming Annual General Meeting
(AGM) and a Notices under Section 257 of the Act has been received from Member(s) signifying their intention to
propose Mr. Berjis Desai & Dr. Ravindra Dholakia as Directors of the Company.
Dr. Pravin P. Shah, Ex. Non Executive and Independent Director of the Company passed away on December 4, 2012.
The tenure of Mr. Gautam S. Adani, Executive Chairman of the Company will expire on 30th November, 2013.
The Remuneration Committee and the Board of Directors at their respective meetings held on 20th May, 2013
recommended and approved the re-appointment of and payment of remuneration to Mr. Gautam S. Adani as
Executive Chairman of the Company for a further period of five years i.e. upto 30th November, 2018, subject to the
approval of shareholders. The terms and conditions for his re-appointment are contained in the Explanatory
Statement forming part of the notice of the ensuing Annual General Meeting.
Pursuant to the requirements of the Companies Act, 1956 and Articles of Association of the Company, 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 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, 2013, 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, 2013 and of the profit and cash flow of the
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 frauds and other irregularities;
4.
SUBSIDIARY COMPANIES
Your Company had 103 (direct and indirect) subsidiaries as on March 31, 2012. During the year, the following changes
have taken place in subsidiary Companies:
11
Adani Warehousing Services Private Limited (Subsidiary of Adani Ports and Special Economic Zone Ltd.)
Galilee Transmission Holdings Pty Ltd., Australia (Subsidiary of Adani Mining Pty Ltd., Australia)
Galilee Transmission Pty Ltd., Australia (Subsidiary of Galilee Transmission Holdings Pty Ltd., Australia)
Pursuant to the General Exemption under Section 212(8) of the Companies Act, 1956 granted by the Ministry of
Corporate Affairs vide its circular no. 02/2011 dated 8th February, 2011 and in compliance with the conditions
enlisted therein, the Audited Statement of Accounts and the Auditors' Reports thereon for the financial year ended
31st March, 2013 along with the Reports of the Board of Directors of the Company's subsidiaries have not been
annexed.
The Annual Accounts and related documents of the Subsidiary Companies shall be made available for inspection at
the Registered Office of the Company. The Company will also make available these documents upon request by any
Member of the Company interested in obtaining the same.
As directed by the said circular, the financial data of the Subsidiaries have been furnished under 'Subsidiary
Companies Particulars' forming part of the Annual Report.
The Company announces consolidated financial results on a quarterly basis. Further, pursuant to Accounting
Standard AS-21 issued by the Institute of Chartered Accountants of India, Consolidated Financial Statements
presented by the Company in this Annual Report includes the financial information of its subsidiaries.
CORPORATE SOCIAL RESPONSIBILITY
The Adani Foundation is the Corporate Social Responsibility (CSR) arm for Adani Group, committed to attain the
betterment of the communities in and around the sites of business operations. With a commitment to improve the
lives of the people by fostering sustainable and integrated development of the communities, Adani Foundation is
carefully increasing its CSR footprints to cover more families. It reaches to 6 states, more than 175
Villages/Towns/Cities and more than 1,65,000 families; touching lives to make difference. At present, it renders its
services in core areas of Education, Community Health, Sustainable Livelihood and Rural Infrastructure
Development
Adani Foundation runs Adani Vidya Mandir (AVM), a school with difference for underprivileged children. It aims to
impart quality education and inculcate the habits of discipline, regularity as well as character building among the
students. Adani Foundation is also engaged in improving the quality of health services, through easy accessibility of
the services to the community. Committed to Health for all, the Foundation works towards improving the quality of
life of the people by promoting sustainable livelihoods. Special emphasis is given to the marginalized communities
such as women in need and fisher folk with the vision to change the face of the rural communities, it has particularly
focused on developing and harvesting water resources in dry area. Adani Foundation has developed rural
infrastructures such as approach roads, school buildings, health care facilities, recreational zones like garden, sports
ground and water storage tanks.
BUSINESS RESPONSIBILITY REPORT
SEBI, vide its Circular CIR/CFD/DIL/8/2012 dated August 13, 2012, mandated the top 100 listed entities, based on
market capitalisation at BSE and NSE, to include Business Responsibility Report as part of the
Annual Report describing the initiatives taken by the Companies from Environmental, Social and Governance
perspective.
Accordingly, the Business Responsibility Report is attached and forms part of the Annual Report.
AUDITORS & AUDITORS' REPORT
The Statutory Auditors of the Company, M/s. Dharmesh Parikh and Co., Chartered Accountants retire at the
conclusion of the ensuing Annual General Meeting. The said Statutory Auditors have confirmed their eligibility and
willingness to accept the office on re-appointment. The necessary resolution seeking your approval for reappointment 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, if any
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.
13
COST AUDITORS
Pursuant to the provisions of section 233B of the Companies Act, 1956, Ms. Koushlya V. Melwani, Practising Cost
Accountant have been appointed to conduct audit of cost records of solar power plant of the Company for the year
ended 31st March 2013. The Cost Audit Report for the year 2011-12 was filed before the due date with the Ministry of
Corporate Affairs.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO.
Information pursuant to 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 regarding conservation of energy, technology absorption
and foreign exchange earnings and outgo are set out as an annexure to the Directors' Report.
PERSONNEL
The information required under section 217(2A) of the Companies Act, 1956 and the Rules made thereunder, in
respect of the employees of the Company, is provided in the Annexure forming part of this Directors Report. In terms
of 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. Any member interested in obtaining a copy of
such particulars may write to the 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 Company maintained healthy, cordial and harmonious industrial relations at all levels..
HUMAN RESOURCES
Your Company, being a flagship Company of Adani Group, believes that people are the biggest strength in line with
its vision to create a world-class organization. Your Company focuses on learning and development, to enhance the
knowledge & skill and preparing its people to face the challenges. During the year, your Company has continuously
upgraded the training infrastructure and organised various training programmes for enhancing personal and
professional skills of its employees.
ACKNOWLEDGEMENTS
Your Directors acknowledge the support and assistance extended by the Government of India, various state
Governments and Government Departments, Financial institutions, Bankers, Shareholders and Investors at large and
look forward to having the same support in our endeavors. Your Directors also wish to convey their appreciation to all
of the Company's employees for their enormous personal efforts as well as their collective contribution to the
Company's performance.
GAUTAM S. ADANI
Chairman
14
Current year
17.29
(` in Crores)
Previous year
-
7617.87
3,672.87
15
ANNEXTURE - II
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The Management's views on the Company's performance and outlook are discussed below:
Overview
During the fiscal year 2013, the economic environment remained challenging with growth slowing down
globally. Global Gross Domestic Product (GDP) is expected to expand about 2.2% in 2013 and to grow at 3.0%
and 3.3% in 2014 and 2015 respectively as per the World Bank report. Risks from advanced economies have
eased and growth is firming up, despite ongoing contraction in the Euro area. However, global economic
growth is expected to be muted in current year, led by developing world.
On domestic front, the Indian economy slowed down considerably during the year with GDP growth at 5% for
FY 13 - lowest in a decade, as per the latest estimate of Central Statistical Organisation (CSO). This is mainly on
account of poor performance of manufacturing, agriculture and services sector. India is expected to record
6.5% GDP growth in the current fiscal. The growth is expected to increase further to 6.7% in FY15, according to
the World Bank's latest report.
India's 'twin deficit' challenge also came under the spotlight during the year. The current account deficit
widened to an all-time high of 6.7% during the third quarter of the year and has boiled down to 4.8% of GDP
during 2012-13, mainly contributed by high oil prices, subdued merchandise exports and a marginal decline in
net services exports. On the other hand, the fiscal deficit, which seemed like heading towards 6% of GDP in the
middle of the year, was reined in by the Government to 5.1% of GDP through aggressive compression in
expenditure. Deteriorating current account deficit and fiscal deficit with weak domestic growth and excessive
domestic credit expansion would further put pressure on depreciating currency.
Among other, several policy measures were announced by the Government during the year including the new
Companies Bill, Land Acquisition Bill and power tariff revision. These coupled with seamless execution and
resilience in overcoming all challenges, the Company continues delivering in its focus areas of Resources,
Logistics and Energy.
Financial Performance
Highlights of the Company's consolidated performance for the year are as follows:
Key Performance Indicators (Consolidated)
Particulars
2012-13
(` In Crores)
2011-12
47,351.63
33,980.19
71.76%
641.34
1.35%
5,832.40
12.32%
6,897.69
14.57%
3,492.93
7.38%
2,297.86
4.85%
1,612.98
3.41
4,133.68
8.73%
39,903.77
30,853.22
77.32%
459.62
1.15%
3,044.97
7.63%
5,545.96
13.90%
1,825.56
4.57%
1,223.99
3.07%
1,839.21
4.61%
3,634.96
9.11%
16
For the year ended March 31, 2013, consolidated income increased by 19% to ` 47,351.63 Crore, against
` 39,903.77 Crore in the previous year. The consolidated EBIDTA rose by 24% to ` 6,897.69 Crore against
` 5,545.96 Crore in the last year. The consolidated Net Profit stood at ` 1,612.98 Crore.
Segment Revenue
Segment EBIT
3,000
20,000
20,433
18,399
2,000
15,666
14,412
10,000
6,742
3,941
Trading
Power
FY13
3,621
2,605
Port
Other
FY12
` in Crores
` in Crores
30,000
2,344
1,609
2,133
1,576
1,518
669
1,000
559
-589
-1,000
Trading
Power
FY13
Port
FY12
Other
Operational Performance
The Company continues to strengthen its competitiveness in the global market and posted an encouraging
performance for the year under review.
v Resources
Natural Resources are essential for rapid growth and development of a nation. Presently, India faces an acute
thermal coal deficit to cater to the demand of the power stations and resorted to imported coal to meet the
internal deficit scenario. The Company is focused on this sector of national importance and strategically
placed to help overcome those challenges through developing and operating mines in India, Indonesia and
Australia as well as importing coal and providing end to end solution to the customer.
Coal Mining
Our coal mining business involves mining, processing, acquisition, exploration and development of mining
assets.
17
Coal Trading
The Company remains the largest procurer of thermal coal in India. As India's primary power generating
capacity is still coal based, the country is expected to remain increasingly dependent on imported thermal coal
to bridge the demand-supply gap in future.
The Company provides multiple services of procurement and logistics for its customers. The major coal
sourcing is from suppliers in Indonesia and South Africa, and supply it to various state utilities in India.
The Company, through its subsidiaries, has entered into long-term arrangement for uninterrupted supply of
imported coal with some of the biggest suppliers in Indonesia.
35%
40
R
CAG
30
20
10
18
FY08
FY09
FY10
FY11
FY12
FY13
Coal demand is expected to increase substantially in the coming years, which will strengthen the Company's
presence in this segment. The Company also continues to improve coal trading business by cost effective
shipping & logistics management and expanding its sourcing network.
Agro-storage business
Adani Agri Logistics Limited ("AALL"), our wholly owned subsidiary, had entered into a service agreement with
the Food Corporation of India (FCI) for bulk food grains handling, storage and transportation network on a
commercial Build, Own and Operate Basis for a period of 20 years. The project was started in 2007 & it is now
in the 6th year of successful operations. At present, AALL has seven storage facilities in India, including Moga,
Kaithal, Hooghly, Navi Mumbai, Chennai, Coimbatore and Bangalore. The total storage capacity of 5.5 Lac MT
food grain is spread across these seven locations. The Company is eligible for revenues based on Annual
Guaranteed Tonnage of 8 Lac MT irrespective of actual usage by FCI. It also has 5 special purpose bulk food
grain rakes.
v Logistics
Ports handle approximately 95% of India's total trade in terms of volume and 70% in terms of value.
Total volumes are expected to increase further as India continues its economic expansion, making India one of
the fastest growing economies in the world.
19
The Company's subsidiary, Adani Ports and Special Economic Zone Ltd. (Adani Ports) has shown impressive
performance during the year under review.
Capacity
The capacities at Adani ports have increased significantly in recent years as we have commissioned new
terminals and expanded the capacity at our operational facilities. We have developed and operate six bulk
terminals, four container terminals, automobile handling and coal handling facilities and two single-point
mooring facilities across the Mundra Port, the Dahej Port and the Hazira Port, that together allow us to provide
port services for dry and liquid bulk (including coal), container, crude oil and other cargo. We benefit from, and
our capacities are higher because of, the deep drafts at our facilities, which allow us to accommodate larger
ships that can handle larger volumes of cargo. We have recently expanded our facilities at the Mundra Port to
accommodate larger ships, including the recent commissioning of Container Terminal 3, fourth berth at the
Coal Bulk Terminal and Multi-purpose Terminal-III, at the Mundra Port.
Expansion Plans
The Company has commenced operations at Container Terminal 3, fourth berth at the Coal Terminal and Bulk
Terminal-III at Mundra Port. During the year, the company has started operations at Hazira port The Company is
also in the process of developing facilities at the Murmugao Port, the Vizag Port and the Kandla Port (Tuna).
The majority of the capital expenditure at our operational facilities and the Murmugao Port has been
completed.
within the Zone has been completed enabling seamless connectivity to the Port and SEZ development.
Elaborate arterial road network has been completed for SEZ users. Execution of utility infrastructures like
Common Effluent Treatment Plant (CETP), water desalination plant has also been completed. Work for
doubling of Mundra-Adipur rail line is completed. These multi-modal connectivities are expected to attract
more investments in the coming years.
The Co-developers of the SEZ have provided various social infrastructure facilities such as Housing, Hospital
and School in the SEZ. MPSEZ Utilities Pvt. Ltd. (MUPL), a 100% subsidiary of Adani Port and approved Codeveloper, had developed electricity distribution network and is distributing electricity at competitive rate in
the SEZ. MUPL has also been approved as co-developer of the Free Trade Warehousing Zone (FTWZ) SEZ to
provide infrastructure facilities/utilities. The company has set up a FTWZ in an area of 168.41 Ha. in Taluka:
Mundra. Some of the approved Units have already started export activities in the Zone.
v Energy
Efficient infrastructure is a pre-requisite for sustainable and inclusive economic growth and it holds the key to
global competitiveness of the Indian economy. India needs to substantially bridge the gap between demand
and supply of electricity for sustained economic growth and to kindle hope in the lives of its people and to
accomplish that the Country needs all sources of power it can get access to.
The Indian power sector has historically been characterized by demand-supply gap which has been increasing
over the years. During the Eleventh Plan period (FY08-12) the Government of India (GoI) has targeted capacity
addition of 78,700 MW. Against which, actual capacity addition in 11th Plan period was 54,964 MW. Moving
forward, GoI has targeted 88,537 MW of power generation capacity during twelfth plan period, creating
massive opportunity in the sector.
21
Coal requirement for 1,980 MW projects has been planned from domestic sources and FSA for supply of
indigenous coal equivalent to 1180 MW has been executed with Coal India and an application for coal linkage
to meet the balance coal requirement has been made.
Solar
During the year under review, the Company efficiently operated the 40 Megawatt (MW) solar power plants at
Bitta-Naliya, Kutch, Gujarat. The plant was certified for Occupational Health and Safety Management System
in accordance with IS 18001:2007 by Bureau of Indian Standards as well as certified for ISO 9001:2008 for
Quality Management System by TUV NORD, a technical inspection association based at Germany.
Along the group's core integrated infrastructure businesses, Adani has interests in Ships fueling.
Ship Fuelling
The Company through its subsidiary Chemoil Adani Pvt. Ltd. (CAPL), trades in ship bunker (Fuel oil and Marine
Gas Oil) in India. Currently the Company has its operations at Mundra and Goa and is planning for expansion at
Chennai, Vizag & Haldia during the FY14.
22
Risk Management
The Company like any infrastructure player has national as well global business interests and is exposed to
business risks which may be internal as well as external. The Company has a comprehensive risk management
system in place, which enables it to recognize and analyze risks early and to take the appropriate action.
The senior management of the Company regularly reviews the risk management policy and process of the
Company for effective risk management.
The Company is subject to risks arising from interest rate fluctuations. The Company maintains its accounts
and reports its financial results in rupees. As such, the Company is exposed to risks relating to exchange rate
fluctuations. The Corporate Risk Management Cell works with the businesses to establish and monitor the
specific profiles including both strategic, financial and operational risks.
We believe that our multi-location operations also allow us to leverage the competitive advantages of each
location to enhance our competitiveness and reduce geographic and political risks in our businesses.
Audit Committee, comprising independent directors, regularly reviews the audit plans, significant audit
findings, internal controls and compliance with Accounting Standards. The multi-disciplinary Internal Audit
team carries out extensive audits like Management & Operational audit, Systems audit, Financial audit and
Compliance audit, round the year to ensure accuracy, transparency, reliability and consistency of records,
systems and procedures.
Cautionary Note
Statements in the Management Discussion and Analysis describing the Company's objectives, projections,
estimates, expectations and others may constitute "forward-looking statements" within the meaning of
applicable securities laws and regulations. Actual results may differ from those expressed or implied. Several
factors that could significantly impact the Company's operations include economic conditions affecting
demand, supply and price conditions in the domestic and overseas markets, changes in the Government
regulations, tax laws and other statutes, climatic conditions and such incidental factors over which the
Company does not have any direct control.
The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether
as a result of new information, future events, or otherwise.
24
ANNEXURE III
CORPORATE GOVERNANCE REPORT
COMPANY'S PHILOSOPHY ON CORPORATE GOVERNANCE
Adani Enterprises Limited (AEL) being the flagship Company of the Adani Group is committed to good
corporate governance practices at different levels and to achieve its objectives. The Company believes in
adopting and adhering to the best recognized corporate governance practices and continuously
benchmarking itself against each such practice. Transparency, fairness, disclosure and accountability are
the main thrust to the working of Adani Group. Given the Company's size and complexity in operations,
AEL's Corporate Governance framework is based on the following core values and culture of the Adani Group:
Values
Courage
: We shall embrace new ideas and businesses.
Trust
: We shall believe in our employees and other stakeholders.
Commitment : We shall stand by our promises and adhere to high standards of business.
Culture
P
R
I
D
E
= Passion
= Results
= Integration
= Dedication
= Entrepreneurship
We keep our Corporate Governance practices under continuous review and benchmark ourselves to the best
practices across the globe. The Company is fully compliant with all the mandatory provisions of Clause 49 of
the Listing Agreement entered into with the Stock Exchange(s). The details of the compliance are as follows:
1. BOARD OF DIRECTORS
The Board of Directors (the Board) define the Company's policy and oversees its implementation in
attaining these goals. The Board is at the core of your Company's corporate governance practice and
oversees how the management serves and protects the long term interests of all stakeholders. This belief is
reflected in our governance practices, under which we strive to maintain an effective, informed and
independent Board.
Composition of the Board
The Board currently comprises 8 (Eight) Directors out of which 5 (Five) Directors (63%) are Non-Executive
Directors. The Company has an Executive Chairman and the four Independent Directors comprise half the
total strength of the Board.
None of the Directors on the Company's Board is a Member of more than ten Committees and Chairman of
more than five Committees (Committees being Audit Committee and Shareholders'/Investors' Grievences
Committee) across all the companies in which he is a Director. All the Directors have made necessary disclosures
regarding Committee positions held by them in other companies and do not hold the office of Director in more than
fifteen public Companies.
The composition of the Board is in conformity with the Clause 49 of the Listing Agreement entered into with the
Stock Exchanges.
25
The composition of the Board of Directors and the number of Directorships and Committee positions held by them
are as under:
Name of Director(s)
Category
No. of other
Directorships
1
held (Other than AEL)
Promoter Executive
Promoter Executive
Executive Director
2
13
9
4
1
1
4
8
Notes :
1.
The Directorships held by the Directors, as mentioned above excludes alternate directorships,
directorships in foreign Companies, Companies under Section 25 of the Companies Act,
1956 and Private Limited Companies, which are not the subsidiaries of Public Limited Companies.
2.
Represents Membership / Chairmanship of two Committees viz.Audit Committee and Shareholders /
Investors Grievances Committee as per Clause 49 of the Listing Agreement.
3.
As on 31st March, 2013, none of the Directors of the Company were related to each other except
Mr. Rajesh S. Adani, Managing Director and Mr. Vasant S. Adani, Director being brothers of Mr. Gautam S. Adani,
Chairman.
4. During the year under review, Mr. Jay H. Shah and Dr. Pravin P. Shah ceased to be Directors of the
Company w.e.f. 29th June, 2012 in accordance with the retirement policy for Non-Executive Independent
Directors of the Company.
Consequently, they also ceased as Chairman / Member of the Audit, Remuneration and Shareholders' /
Investors' Grievances Committee(s) of the Board of Directors of the Company .
5.
Mr. Berjis Desai was appointed as an Additional Director of the Company on 3rd December, 2012.
6. Dr. Pravin P. Shah, Ex. Non Executive and Independent Director of the Company passed away on
December 4, 2012.
7.
Mr. Yoshihiro Miwa, Non Executive and Non Independent Director of the Company resigned w.e.f.
24th December, 2012. Consequently, Mr. Tatsuo Fuke also ceased to be an alternate director with effect from
the said date.
Board Meetings and Procedure
The internal guidelines for Board / Board Committee meetings facilitate the decision making process at the meetings
of the Board/Committees in an informed and efficient manner.
Agenda papers and Notes on Agenda are circulated to the Directors, in advance, in the defined Agenda format.
All material informations are being circulated along with Agenda papers for facilitating meaningful and focused
discussions at the meeting. Where it is not practicable to attach any document to the Agenda, the same is tabled
before the meeting with specific reference to this effect in the Agenda. In special and exceptional circumstances,
additional or supplementary item(s) on the Agenda are permitted. In order to transact some urgent business, which
may come up after circulation of agenda papers, the same is placed before the Board by way of Table Agenda or
Chairman's Agenda.
26
Minimum 4 (four) pre-scheduled Board meetings are held every year. Apart from the above, additional Board
meetings are convened by giving appropriate notice to address the specific needs of the Company. In case of
business exigencies or urgency of matters, resolutions are also passed by circulation. The meetings are usually held
at the Company's Registered Office at Adani House, Near Mithakhali Six Roads, Navranpura, Ahmedabad 380 009,
Gujarat.
Detailed presentations are made at the Board / Committee meetings covering Finance, major business segments
and operations of the Company, global business environment, all business areas of the Company including business
opportunities, business strategy and the risk management practices before taking on record the quarterly / annual
financial results of the Company.
The required information as enumerated in Annexure IA to Clause 49 of the Listing Agreement is made available to
the Board of Directors for discussions and consideration at every Board Meetings. The Board periodically reviews
compliance reports of all laws applicable to the Company. The important decisions taken at the Board / Committee
meetings are communicated to departments concerned promptly. Action taken report on the decisions taken at the
meeting(s) is placed at the immediately succeeding meeting of the Board / Committee for noting by the Board /
Committee.
Four Board Meetings were held during the financial year 2012-13. The Company has held at least one Board meeting
in every quarter and the gap between two meetings did not exceed four months. The dates on which the Board
Meetings were held are as follows:
st
th
th
st
Attended
Yes
Yes
Yes
Yes
N.A.
Yes
N.A.
N.A.
Yes
Yes
Yes
1.
Ceased as Director(s) of the Company w.e.f. 29th June, 2012 in accordance with the retirement policy for
Non-Executive Independent Directors of the Company.
2.
Resigned as Director of the Company w.e.f. 24th December, 2012. Mr. Tatsuo Fuke an alternate director to
Mr. Yoshihiro Miwa attended Board Meeting(s) held on 21st May, 2012 and 25th October, 2012.
The Audit Committee was reconstituted on 9 August, 2012. Mr. S.K. Tuteja, Non Executive and Independent
Director was appointed as Chairman of the Committee and Dr. Ravindra Dholakia, Non Executive and Independent
Director was inducted as member of the Committee due to retirement of Mr. Jay H. Shah, Chairman and Dr. Pravin P.
Shah, Member of the Committee as Director(s) of the Company w.e.f. 29th June, 2012 in accordance with the
retirement policy for Non-Executive Independent Directors' of the Company.
28
st
Designation(s)
Category
Chairman
Non-Executive &
Independent Director
Executive & Non
Mr. S. K. Tuteja
2.
Member
3.
Member
Independent Director
Non-Executive &
Independent Director
4
Member
Non-Executive &
Independent Director
Meetings:
During the year 2012-13, four meetings of the Audit Committee were held on 21st May, 2012, 9th August, 2012,
25thOctober, 2012 and 1st February, 2013.
Attendance Record
The details of attendance of the Committee meetings are given below:
Sr.No
1.
Name
Category
Non-Executive &
Chairman 1
2.
Non-Executive &
Non-Executive &
Independent Director
Chairman3
6.
Independent Director
2
Member
5.
Independent Director
Member
4.
Independent Director
Member
3.
Non-Executive &
Independent Director
Shah4
Non-Executive &
Independent Director
B. Remuneration Committee
The Remuneration Committee of the Company being non-mandatory as per clause 49 of the Listing Agreement is
empowered to Review the performance of the Executive Director(s) after considering the Company's performance,
to recommend to the Board the terms of appointment and fixation of remuneration of the Executive Director(s)
including commission, revision in salary and the remuneration payable to Non-Executive Directors.
th
The Remuneration Committee was reconstituted on 9 August, 2012. Mr. S.K. Tuteja, Non Executive and
Independent Director was appointed as Chairman of the Committee and Mr. Anil Ahuja and Dr. Ravindra Dholakia,
Non Executive and Independent Directors were inducted as member(s) of the Committee due to retirement of
Dr. Pravin P. Shah, Chairman and Mr. Jay H.Shah, Member of the Committee as Director(s) of the Company w.e.f.
29th June,2012.
The remuneration committee comprises three independent and non-executive directors. The composition of the
st
Remuneration Committee as on 31 March, 2013 is as given below:
Sr.No
1.
Designation(s)
Category
Chairman
Non-Executive &
Independent Director
2.
Member
Non-Executive &
Independent Director
3.
Member
Non-Executive
& Independent Director
No Remuneration Committee Meeting was held during the year under review i.e. F.Y. 2012-13.
The Quorum of the Committee is of two members.
The Board of Directors review the Minutes of the Remuneration Committee Meetings at subsequent Board
Meetings.
The Company Secretary acts as a Secretary to the Committee.
Remuneration Policy
In order to achieve its strategic and operational objectives, the Company has framed its remuneration policy so as to
attract, motivate and retain qualified and expert individuals by rewarding performance, based on review of
achievements on a periodic basis. The remuneration policy is in consonance with the existing industry practice.
A.
The remuneration by way of commission to the non-executive directors is decided by the Board of Directors and paid
to them based on their participation and contribution at the Board and certain Committee meetings as well as time
spent on company's matters. The Members had at the Annual General Meeting held on August, 10, 2011 approved the
payment of remuneration by way of commission to the Non-Executive directors other than promoter directors of the
Company, of a sum not exceeding 1% per annum of the net profits of the Company calculated in accordance with the
provisions of the Act for a period of 5 years commencing April 1, 2011.
30
The Company has also taken a Directors' & Officers' Liability Insurance Policy.
The Executive and Promoter group Directors are not being paid sitting fees for attending meetings of the Board of
Directors and its committees. Other than sitting fees and commission paid to non executive Directors, there were no
material pecuniary relationships or transactions by your Company with any of the Non Executive and Independent
Directors of your Company.
The details of sitting fees and commission paid to Non Executive and Independent Directors for the
Financial Year 2012-13 are as under:
(` in Lacs)
Name
Board Meeting
Mr. Anil Ahuja
Mr. S.K. Tuteja
Dr. Ravindra
Dholakia1
Commission
Total
No. of Shares
held as on
31st March, 2013
Committee Meeting
0.60
0.80
0.80
0.60
1.60
0.40
N.A.
12.00
10.32
1.20
14.40
11.52
Nil
Nil
Nil
Nil
Nil
3.90
3.90
Nil
0.20
0.20
3.00
3.40
N.A.
0.20
0.40
3.00
3.60
N.A.
0.20
N.A.
8.77
8.97
N.A.
0.40
N.A.
N.A.
0.40
N.A.
1.
2.
3.
4.
B.
The remuneration of the Executive Directors is recommended by the Remuneration Committee based on
criteria such as industry benchmarks, the Companys performance vis--vis the industry, responsibilities
shouldered, performance/track record, macro economic review on remuneration packages of heads of other
organisations and is decided by the Board of Directors.
The Company pays remuneration by way of salary, commission, perquisites and allowances to its Executive Directors
within the limits prescribed under the Companies Act, 1956 and approved by the shareholders.
Details of the remuneration paid / payable to the Executive Directors of the Company during the year 2012-13 are
as follows :
31
(` in Crores)
Name
Designation
Salary
Perquisites
Commission*
Total
& Allowances
Mr. Gautam S. Adani
Executive Chairman
1.46
0.18
--
1.64
Managing Director
2.04
0.44
1.00
3.48
Executive Director
0.78
1.18
3.00
4.96
* Payable in FY 2013-14
There is no separate provision for payment of severance fees under the resolutions governing the appointment of
Executive Chairman, Managing Director and Executive Director.
Your Company has not granted any stock options to the Managing / Executive Directors or Employees of the
Company.
The aforesaid Executive Directors, so long as they function as such shall not be entitled to any sitting
fees for attending any meetings of Board or Committees thereof.
C.
Terms of Reference:
The terms of reference of the Committee is to redress shareholders and investors complaints/
grievances pertaining to share transfers, non-receipt of annual reports, non-receipt of dividend and other allied
complaints. The terms of reference of the committee cover the matters specified under Clause 49 of the Listing
Agreement with Stock Exchanges. As a part of good corporate governance practice, your Company places before the
committee a certificate of Practicing Company Secretary certifying the details of complaints received and their
disposal during the quarter.
Composition
The Shareholders'/Investors Grievances Committee was reconstituted on 9th August, 2012. Mr. Vasant S. Adani,
Non Executive and Promoter Director was appointed as Chairman of the Committee and
Mr. Devang Desai, Executive Director was inducted as member of the Committee due to retirement of
Mr. Jay H. Shah, Chairman & Member of the Committee as Director of the Company w.e.f. 29th June, 2012.
As on March 31, 2013, the Committee consists of three members, Mr. Vasant S. Adani, Non Executive Promoter
Director as Chairman, Mr. S. K. Tuteja, Independent and Non Executive Director & Mr. Devang Desai, Executive
Director as members of the Committee.
Meetings
During the year 2012-13, four meetings of Shareholders / Investors Grievance committee were held on 21st May,
2012, 9th August, 2012, 25th October, 2012 and 1st February, 2013.
Attendance Record
The details of attendance of the Committee meetings are given below:
Sr.
No.
Category
1.
2.
4
3
4
3
3.
Independent, Non-Executive
Independent, Non-Executive
4.
32
33
Location of Meeting
Time
No. of Special
Year
2009-10
resolutions passed
Saturday,
11.30 a.m.
11.00 a.m.
10.30 a.m.
Wednesday,
Thursday,
No Extraordinary General Meetings (EGM) were held during last three years.
No Postal Ballots were used for voting at the meeting during the year under review.
No Special Resolution is proposed to be passed by the Postal Ballot at the ensuing Annual General Meeting.
4. SUBSIDIARY COMPANIES
Your Company does not have a material unlisted Indian Subsidiary, whose turnover or net worth (paid-up capital and
free reserves) exceeds 20% of the consolidated turnover or net worth respectively of the Company.
The Audit Committee of the Company reviews the investments made by unlisted subsidiary companies. The minutes
of unlisted subsidiary companies are placed before the board of the Company.
A statement, wherever applicable, of all significant transactions and arrangements entered into by the Companys
subsidiaries is presented to the Board of the Company at its meetings.
The risk factors and project reports of the Subsidiary Companies are also reviewed by the Audit Committee of your
Company.
5. DIVIDEND PAYMENT AND HISTORY (EQUITY SHARES)
Year(s)
Rate
Dividend Payout
(` in Crores)#
2002-03
30.00%
3.00
6.61
2003-04
40.00%
4.00
8.82
2004-05
40.00%
0.40
9.02
2005-06
45.00%
0.45
10.18
2006-07 (Interim)
45.00%
0.45
11.09
2007-08
60.00%
0.60
17.30
2008-09
100.00%
1.00
28.85
2009-10*
100.00%
1.00
58.27
2010-11
100.00%
1.00
128.25
2011-12
100.00%
1.00
127.82
2012-13 (Proposed)
140.00%
1.40
154.96
160%
% OF DIVIDEND
120%
100%
100%
100%
100%
100%
80%
60%
60%
40%
45%
45%
40%
40%
20%
0%
2003-04 2004-05
2005-06
2006-07
2007-08
2008-09
2009-10
2010-11
2011-12
YEAR
2012-13
(Proposed)
6. OTHER DISCLOSURES
a) Disclosure on materially significant related party transactions:
The related party transactions are placed before the Audit Committee on a quarterly basis. For the
financial year ended March 31, 2013, there were no transactions of material nature entered into with
related parties which were not on the arms length basis or that may have potential conflict with the
interest of the Company at large. The particulars of related party transactions have been disclosed under N o t e
41 of the Balance Sheet forming part of the Annual Report.
b) Details of non-compliance by the Company
The Company has complied with all the requirements of the Stock Exchanges as well as the regulations
and guidelines prescribed by the Securities and Exchange Board of India (SEBI). There were no penalties
or strictures imposed on the Company by Stock Exchanges or SEBI or any statutory authority on any matter
related to capital markets during the last three years.
c ) Code of Conduct
The Code of Conduct for the Directors and Senior Management of the Company has been laid down by
the Board and the same is posted on the website of the Company.
A declaration signed by the Managing Director affirming the compliance with the Code of Conduct by
the Board Members and Senior Management Personnel of the Company is as under:
As provided under Clause 49 of the Listing Agreement entered into with the Stock Exchange(s), it is hereby
confirmed that all the Board Members and Senior Management Personnel of the Company have affirmed the
compliance with the Code of Conduct for the year ended March 31, 2013.
Place : Ahmedabad
Date : 20th May, 2013.
Rajesh S. Adani
Managing Director
35
d)
e)
7.
MEANS OF COMMUNICATION
Financial Results:
The annual/half-yearly/quarterly financial results of the Company are normally published in the Indian
Express (English) and Financial Express (a regional daily published from Gujarat).
The annual / half-yearly/quarterly results and other official news releases are displayed on the website of the
Company www.adani.com.
The Company also regularly intimates to the Stock Exchanges all price sensitive and other
information which are material and relevant to the investors.
At the end of each quarter, the Company organizes meetings / conference call with analysts and
investors and the transcripts are uploaded on the website thereafter.
The Management Discussion and Analysis Report forms part of the Directors Report.
8.
Time
Venue
11.00 a.m.
36
Period
C.
D.
Dividend Payment:
Credit / dispatch between 9th August, 2013 to 13th August, 2013.
E.
1.
2.
The Shares of your Company are traded compulsorily in Demat Segments. The ISIN No. allotted to your
Companys equity shares under the depository system is INE423A01024.
Annual Issuer charges for the year 2013-2014 have been paid to the above depositories.
F.
Market Price Data : High, Low during each month in Financial Year 2012-13.
Monthly share price movement during the year 2012-13 at BSE & NSE :
Month
BSE
NSE
High (`)
Low (`)
Volume
(No. of shares)
High (`)
Low (`)
Volume
(No. of shares)
April, 2012
324.90
269.00
4706455
325.00
270.00
19913638
May, 2012
285.00
222.70
4551565
285.25
208.10
18842801
June, 2012
257.95
204.20
9567514
257.75
204.00
35531615
July, 2012
243.30
168.35
23667731
243.30
169.25
86270978
August, 2012
195.30
151.70
11019495
195.30
151.50
41644407
September, 2012
208.80
152.00
13843190
208.90
151.70
57467083
October, 2012
238.70
195.20
26726630
238.55
195.00
63320308
November,2012
241.90
215.40
5484277
241.85
215.45
22798643
December,2012
296.90
241.50
14569101
296.80
240.25
63196421
January, 2013
287.50
240.60
6319300
287.30
240.50
33753803
February, 2013
255.70
211.55
4997483
255.85
211.50
28243268
March, 2013
245.65
188.70
9636485
245.95
188.45
33386264
Total
135089226
Total
504369229
Market Capitalisation as on
31.03.2013 (` In Crores)
22,211
Market Capitalisation as on
31.03.2013 (` In Crores)
22,238
37
25,000
BSE SENSEX
BSE SENSEX
20,000
300
250
200
15,000
150
10,000
100
5,000
50
G.
MONTHS
H.
38
I.
J.
K.
Number of shareholders
Holders
% of Total
Total Shares
% of Total
44324
91.16
3959515
0.36
501 to 1000
1744
3.59
1356369
0.12
1001 to 2000
982
2.02
1507686
0.14
2001 to 3000
369
0.76
941992
0.09
3001 to 4000
237
0.49
878980
0.08
4001 to 5000
118
0.24
538841
0.05
5001 to 10000
351
0.72
2567979
0.23
10001 to 20000
144
0.30
2111470
0.19
Above 20000
352
0.72
1085947251
98.74
48621
100.00
1099810083
100.00
1 to 500
TOTAL
39
L.
(%) of total
84,08,97,809
76.46
20,85,85,354
18.97
1,42,40,933
1.29
99,01,440
0.90
56,13,233
0.51
34,58,901
0.31
1,69,20,526
1.54
1,91,887
0.02
109,98,10,083
100.00
Indian Public
Clearing Members (Shares in Transit)
Total
M.
Outstanding GDRs/ADRs/Warrants or any convertible instruments conversion date and likely impact on
Equity.
There were no outstanding GDRs/ADRs/Warrants or any convertible instruments as at 31st March, 2013.
Plant Locations:
Your Companys solar power plant is located in Kutch district, Gujarat. Your Company has diversified
interests in Power, Mining, Oil and Gas Explorations, Natural Gas distribution businesses supported by Port,
Shipping and trading activities through its subsidiary / joint venture companies.
Address for correspondence:
The shareholders may address their communications / suggestions / grievances /queries to :
N.
O.
1.
40
2.
NON-MANDATORY REQUIREMENTS
Apart from complying with all the mandatory requirements, the Company has adopted non-mandatory requirements
of Clause 49 of the Listing Agreement as under:
a. Chairmans Office
Your Company has an Executive Chairman and hence, the need for implementing this non mandatory
requirement has not arisen.
b. Remuneration Committee
Your Company has a Remuneration Committee to recommend appointment / re-appointment and to
recommend/review remuneration of the Executive Chairman / Managing / Executive Directors.
c. Shareholder rights
The quarterly / half quarterly financial results of your Company after being subjected to a Limited
Review by the Statutory Auditors are published in newspapers and posted on Companys website
www.adani.com. The same are also available at the sites of the stock exchanges where the
shares of the Company are listed i.e. www.bseindia.com and www.nseindia.com.
d. Postal Ballot
The provisions relating to Postal Ballot are being complied with in respect of matters where applicable.
e. Audit Qualifications
Your Company continues to adopt best practices to ensure the regime of unqualified financial
statements. Statutory Auditors have issued an unqualified report on the statutory financial statements
of your Company.
f. Whistle Blower Policy
The employees of your Company are accessible to the senior management for any counseling or
consultation and your Company has not denied any employee to access the audit committee.
g. Training of Board Members
All the Non-Executive Directors have rich experience and expertise in their functional areas. During
Audit and Board Meetings, the Management and the Executive Directors give extensive presentations
and briefings to the Board Members on the business of your Company.
Place : Ahmedabad
Date : 20th May, 2013.
ANUJ JAIN
Partner
(Membership No.119140)
41
CERTIFICATON BY
CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER (CFO)
We have reviewed the financial statements and the cash flow statements for the year 2012-2013 and that to the
best of our knowledge and belief:
1.
These statements do not contain any materially untrue statement or omit any material fact or contain
statements that might be misleading;
2.
These statements together present a true and fair view of the Company's affairs and are in compliance with
existing accounting standards, applicable laws and regulations.
3.
There are, to the best of our knowledge and belief, no transactions entered into by the Company during the year
which are fraudulent, illegal or violative of the Company's code of conduct.
4.
We accept responsibility for establishing and maintaining internal controls and that we have evaluated the
effectiveness of the internal control systems of the Company and we have disclosed to the auditors and the
Audit Committee, deficiencies in the design or operation of internal controls, if any, of which we are aware and
the steps we have taken or propose to take to rectify these deficiencies.
5.
Rajesh S. Adani
Managing Director
42
Devang S. Desai
Executive Director & CFO
Class
Sub-class
Description
466
4661
46610
Coal trading
351
3510
35105
469
4690
46909
Merchant exporters
2. Do the Subsidiary Company / Companies participate in the BR initiatives of the parent Company?
Business Responsibility initiatives of the parent company are applicable to the Subsidiary Companies to
the extent that they are material in relation to the business activities of the subsidiaries.
3. Do any other entity / entities that the Company does business with participate in the BR initiatives
of the Company?
No other entity / entities participate in the BR initiatives of the Company.
Section D: BR Information
1. Details of Director / Directors responsible for BR:
Details of the Director / Directors responsible for implementation of the BR policy/ policies:
Details
00005743
Mr. Devang Desai
Executive Director & CFO
(079) 2555 5756
[email protected]
44
Environment
Policy
Advocacy
Inclusive
Growth
Customer
Value
3.
Human Rights
2.
Stakeholder
Engagement
1.
P1
P2
P3
P4
P5
P6
P7
P8
P9
Y*
Questions
Product Life
Responsibility
Sr.
No.
Employee Well
being
Business
Ethics
2.
Particulars
DIN Number (if applicable)
Name
Designation
Telephone Number
E-mail Id
8.
9.
10.
Product Life
Responsibility
Customer
Value
Inclusive
Growth
7.
Policy
Advocacy
Environment
6.
Human Rights
Stakeholder
Engagement
5.
Employee Well
being
4.
Questions
Business
Ethics
Sr.
No.
* While the Company does not manufacture any products, the policy addresses the aspect of environmental
protection in the Companys solar power plant operations.
# http://www.adani.com /Investor Relation
@ Policies pertaining to our human resources are available on the Companys internal web portal.
45
2a. If answer to S. No. 1 against any principle, is 'No', please explain why: (Tick up to 2 options)
Sr.
No.
1.
2.
3.
4.
5.
6.
46
Questions
P1
P2
P3
P4
P5
P6
P7
P8
P9
The Company
does not have
financial or
manpower
resources
available for
the task
It is planned to
be done within
next six month
The Adani
Foundation
undertakes specific
programs for the
marginalized and
vulnerable sections
of our local
communities,
as identified in the
needs assessment
exercises.
The Company
strictly adheres
to all applicable
labor laws and
other statutory
requirements in
order to uphold
the human
rights within its
organizational
boundary.
The Company
has not
understood
the principle
The Company
is not at stage
where it finds
itself in a
position to
formulate and
implement the
policies on
specified
principle
It is planned
to be done
within next
one year
Any other reason
(please specify)
As a relatively
young
business, the
Company
undertakes
need-based
advocacy on
certain
industry
specific
issues.
The Company
currently does
not have a
stated policy;
However it
will continue
to assess the
evolving
business and
regulatory
environment
in future in
this regard.
The Company is
committed to the
development of
its local
communities.
This is reflected
in the activities
undertaken by
the Adani
Foundation,
which is guided
by a Group level
mandate. The
Company is
currently in the
process of
developing a
formal CSR
Policy.
The
Company
has
processes in
place for
customer
engagement
and
grievance
redressal.
Further, the
Company
gives the
highest
priority to
responsibility
towards its
customers.
3.
47
3. Does the Company have procedures in place for sustainable sourcing (including transportation)?
No specific procedures have been adopted for sustainable sourcing.
4. Has the Company undertaken any steps to procure goods and services from local and small producers,
including communities surrounding their place of work? If yes, what steps have been taken to improve
the capacity and capability of local and small vendors?
The Company has procured several auxiliary services at its Solar PV Power Project from local vendors,
with an aim to generate local employment and economic growth. These services include module
cleaning, housekeeping, horticulture etc., for which the Company has also provided trainings
contracted manpower.
5. Does the company have a mechanism to recycle products and waste? If yes, what is the percentage of
recycling of products and waste? (Separately as < 5%, 5-10%, >10%). Also, provide details thereof, in
about 50 words or so.
The solar power plant does not generate significant waste. The Company complies with all
applicable regulatory requirements pertaining to waste disposal as prescribed by the regulatory agencies.
2. Out of the above, has the Company identified the disadvantaged, vulnerable and marginalized
stakeholders?
Yes, the Company has identified the disadvantaged, vulnerable and the marginalized sections within
the local communities around its sites of operations.
3. Special initiatives taken by the Company to engage with the disadvantaged, vulnerable and
marginalized stakeholders:
The Company, through the Adani Foundation, has undertaken several initiatives to engage with and
ensure sustainable development of the marginalized groups in the local communities. Key initiatives
include:
(i) Adani Vidyamandir, Ahmedabad and Bhadreshwar for the students who come from economically
challenged background which provides excellent educational and extracurricular opportunities in the
state of art facility absolutely free of cost.
(ii) Health Cards and cashless treatment for senior citizens in Mundra (Gujarat).
(iii) Support to malnourished kids, adolescent girls and women in terms of additional nutritional food,
awareness and medical care is provide at Mundra, Hazira and Dahej.
(iv) Diagnosis, Treatment and Awareness building for kidney stone problem in the highly saline coastal
areas of Mundra (Gujarat).
(v) Infrastructure Development for basic amenities for Education, Health Care, Potable water, Solar
Lights as well as Sustainable Livelihood Development support to improve the Quality of Life for
fishing communities in the coastal zones of Mundra, Dahej and Hazira (Gujarat).
(vi) Education grants and medical support to the needy.
4. Does the Company have any project related to Clean Development Mechanism (CDM)? If so provide
details thereof, in about 50 words or so. Also, If Yes, whether any environmental compliance report is
filed?
Yes, the Companys Solar PV Power Project got registered under the CDM Executive Board in March
2012. During the monitoring period of 23/03/2012 to 30/06/2012, total emission reduction of
18,828 tCO2 was achieved. The project contributes towards reduction in the demand-supply gap
during periods of electricity shortage in the NEWNE Grid and increases the share of renewable energy
in the grid mix.
5. Has the Company undertaken any other initiatives on - clean technology, energy efficiency, renewable
energy etc?
The Company has undertaken several energy conservation initiatives, some of which are listed below:
(i)
Optimization of auxiliary power consumption using 100 numbers of Energy Efficient 65W LED lights
in place of 250W HPSV lights
(ii) Optimization of auxiliary power consumption using 35 nos. of LED Solar Lights
(iii) Installation of additional 75 numbers of energy efficient LED lights in place of 250W HPSV Street
Lights and 150W HPSV ITC Room lights for outdoor illumination.
(iv) Reliability improvement of equipments in switchyards in the prevalent coastal conditions.
6. Are the Emissions / Waste generated by the Company within the permissible limits given by CPCB /
SPCB for the financial year being reported?
Yes, the emissions / waste generated are within the permissible limits given by CPCB/SPCB.
7. Number of show cause / legal notices received from CPCB / SPCB which are pending as of end of
financial year.
There are no show cause / legal notices received from CPCB/SPCB which are pending as of end of
financial year.
Principle 7: Business, when engaged in influencing public and regulatory policy, should do so in a responsible
manner
1.
2.
Is your Company a member of any trade and chambers of association? If Yes, name only those major
ones that your business deals with.
Yes, the Company is a member of the following key associations:
(i)
Confederation of Indian Industry (CII)
(ii) Independent Power Producers Association of India (IPPAI)
(iii) Gujarat Chamber of Commerce and Industry (GCCI)
(iv) Ahmedabad Management Association (AMA)
Have you advocated / lobbied through above associations for the advancement or improvement of public
good? Yes/No; If yes specify the broad areas (Governance and Administration, Economic Reform,
Inclusive Development Polices, Energy security, Water, Food Security, Sustainable Business Principles,
Others):
Yes, through its membership in the above bodies, the Company has advocated on the key areas of energy
security and electricity pricing, food security with respect to edible oil and pulses, increasing the
productivity of coal mining and improvement in logistics and rail connectivity of ports.
education and girl child education, Community Health, Sustainable Livelihood Development and Rural
Infrastructure Development. It lays a special focus on the marginalized sections of the communities.
Through its activities in the above areas, the Adani Foundation reaches to 6 States, more than 175
villages/towns and over 1,65,000 families touching their lives to make a positive difference. Though the
Company has not adopted a formal CSR Policy yet, it has a mandate to work for and with communities
around its physical presence through a set of guiding principles.
2. Are the programmes/projects undertaken through in-house team / own foundation /external NGO/
Govt. structure /any other organisation?
Adani Foundation is the well structured and developed Corporate Social Responsibility (CSR) arm of Adani
Group. The CSR programs are carried out internally as well as in partnership with several government
agencies, government supported organizations, non-governmental organizations, community
service organizations and the CSR network of other corporate houses.
3. Have you done any impact assessment of your initiative?
Yes, impact assessments and SROI (Social Returns on Investment) analysis of the ongoing CSR
programs are conducted at regular intervals to evaluate and continually improve the program
implementation and outcomes.
4. What is the Companys direct monetary contribution to community development projects and details
of projects undertaken?
The Companys monetary contribution to community development projects in FY 2012-13 was
Rs. 15.60 Crores. The focus areas of the Companys community development projects are outlined
in response to Question 5 under Section B.
5. Have you taken steps to ensure that community development initiative is successfully adopted by
the community? Please explain in 50 words.
The community participation is encouraged at all stages of our community development / CSR initiatives,
including program planning, monitoring, implementation and assessment / evaluation. Our community
engagement is strengthened through conducting third-party need assessment surveys, participatory
rural appraisals as well as formation of Village Development Committees (VDCs) and Cluster
Development Advisory Committee (CDAC), and Advisory Council with representation from the community,
government and the Company. This high level of engagement and participation of community members
lead to a greater sense of ownership among the people, ensuring successful adoption and sustained
outcomes.
Principle 9: Business should engage with and provide value to their customers and consumers in a responsible manner
1. What Percentage of customer complaints / consumer cases are pending as on the end of financial year
2012-13?
There are no customer complaints / consumer cases pending as on end of financial year 2012-13.
2. Does the company display product information on the product label, over and above what is mandated as
per local laws? Yes/No/N.A. /Remarks (additional information)
- Not applicable.
3. Is there any case filed by any stakeholder against the Company regarding unfair trade practices,
irresponsible advertising and/or anti-competitive behavior during the last five years and pending as
of end of FY 2012-13?
There are no such pending cases against the Company in any court of law.
4. Did your Company carry out any consumer survey / consumer satisfaction trends?
The Company has not carried out a formal consumer survey, however there is a continuous
improvement process through which periodic feedback is taken on a regular basis from
customers/stakeholders and immediate action is taken on any issues that they are facing.
51
d) in our opinion, the Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement
comply with the Accounting Standards referred to in subsection (3C) of section 211 of the
Companies Act, 1956;
e) on the basis of written representations received from the directors as on March 31, 2013, and taken on
record by the Board of Directors, none of the directors is disqualified as on March 31, 2013, from being
appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.
For DHARMESH PARIKH & CO.
Chartered Accountants
Firm Reg. No: 112054W
Place : Ahmedabad
th
Date : 20 May, 2013
Anuj Jain
Partner
Membership No. 119140
(d) In respect of the said loans and interest thereon, there are no overdue amounts.
(e) According to the information and explanation given to us and record produced to us for verification, the
Company has taken unsecured loan from a subsidiary company covered in the register maintained under
Section 301 of the Companies Act, 1956. The maximum amount involved during the year was ` 744.52
Crores and the year end balance was ` Nil. The Company has not taken loan during the year
from any firm or other parties covered in the register maintained under section 301 of the companies
Act, 1956.
(f) In our opinion, the rate of interest and other terms and conditions on which such loan had been taken are
not prima facie, prejudicial to the interest of the Company.
(g) In respect of the loan taken by the Company, the terms of repayments of principal amount and interest
thereon are regular.
(iv)
According to the information and explanations given to us, there is an adequate internal control system
commensurate with the size of the Company and the nature of its business for the purchase of inventory
and fixed assets and for the sale of goods and services. During the course of our audit, no major weakness
has been noticed in the internal control system.
(v) (a) In our opinion and according to the information and explanations given to us, the transactions made in
pursuance of contracts or arrangements, that need to be entered in Register maintained under section
301 of the Companies Act,1956 have been so entered.
(b) In our opinion and according to the information and explanations given to us, the transactions made in
pursuance of contracts or arrangements referred to in (a) above and exceeding the value of ` 5,00,000/- in
respect of each party during the year have been made at prices which appear reasonable as per
information available with the Company.
(vi)
The Company has not accepted deposits from the public within the meaning of section 58A & 58AA of
the Companies Act, 1956 or any other relevant provisions of the Act and the Rules framed there under.
We are informed that no order has been passed by the Company Law Board or National Company Law
Tribunal or Reserve Bank of India or any Court or any other Tribunal.
(vii)
As per the information and explanations given to us by the management, the Company's internal control
procedures together with the internal checks conducted by the group internal audit team during the year
can be considered as an internal audit commensurate with the size and nature of its business.
(viii)
We have broadly reviewed the cost records maintained by the Company pursuant to the Companies (Cost
Accounting Records) rules 2011 prescribed by the Central Government under section 209(1) (d) of the
Companies Act, 1956 in respect of the company's Renewable Energy (Solar Power) division and are of the
opinion that prima facie the prescribed cost records have been made and maintained. However, we have
not made a detailed examination of the cost records with a view to determine whether they are accurate
or complete.
(ix) (a) As explained to us, the statutory dues payable by the Company comprises of Provident Fund, Investors
Education and Protection Fund, Employees State Insurance, Income Tax, Sales Tax/VAT, Wealth Tax, Service
Tax, custom duty, excise duty, cess, octroi, entry tax, purchase tax, Municipal tax and other applicable
statutory dues. According to the records of the Company, the Company is generally regular in depositing
undisputed statutory dues with the appropriate authorities; however there has been delay in few cases
which is not in arrears for more than Six months at the end of financial year. There are no undisputed
statutory dues as referred to above as at March 31, 2013 outstanding for a period of more than six months
from the date they become payable.
54
(b) According to the records of the Company and representation made by the Management, the following are
the disputed amounts in respect of various statutes:
Name of Statute
Nature of the dues
Amount
Period to
Forum where
(` in Crores)
which the amount
dispute is pending
relates
Income Tax Act, 1961
Income Tax and
1.46
2001-02
ITAT, Ahmedabad
Interest
Income Tax Act, 1961
Income Tax
0.02
1988-89
High Court of Gujarat
1990-91
Income Tax Act, 1961
Income Tax and
0.05
2003-04
ITAT, Ahmedabad
Interest
Income Tax Act, 1961
Income Tax and
3.97
2007-08
CIT (Appeal), Ahmedabad
Interest
Income Tax Act, 1961
Income Tax and
1.36
2008-09
High Court, Gujarat
Interest
Income Tax Act, 1961
Withholding tax and
4.93
2009-10
ITAT, Ahmedabad
Interest
Income Tax Act, 1961
Withholding tax and
3.89
2009-10
ITAT, Ahmedabad
Interest
Income Tax Act, 1961
Income Tax and
9.45
2008- 09
Assessing Officer
Interest
Gujarat Sales Tax Act
Sales Tax, Penalty
0.07
1999-00
Dy. Commissioner
and Interest
Appeals, Ahmedabad
Gujarat Sales Tax (CST) Sales Tax, Penalty
0.90
2004-05
Jt. Commissioner
and Interest
Commercial Tax
Gujarat Sales Tax (CST) Sales Tax, Penalty
0.78
2005-06
Jt. Commissioner
and Interest
Commercial Tax
Gujarat Value
Sales Tax, Penalty
28.83
2006-07
Jt. Commissioner
Added Tax (VAT)
and Interest
Commercial Tax
Gujarat Value
Sales Tax, Penalty
4.80
2006-07
Jt. Commissioner
Added Tax (CST)
and Interest
Commercial Tax
Gujarat Value
Sales Tax, Penalty
4.85
2007-08
Jt. Commissioner
Added Tax (VAT)
and Interest
Commercial Tax
Gujarat Value
Sales Tax, Penalty
4.59
2007-08
Jt. Commissioner
Added Tax (CST)
and Interest
Commercial Tax
Gujarat Value
Sales Tax, Penalty
25.14
2008-09
Jt. Commissioner
Added Tax (VAT)
and Interest
Commercial Tax
Gujarat Value
Sales Tax, Penalty
0.07
2008-09
Jt. Commissioner
Added Tax (CST)
and Interest
Commercial Tax
Maharashtra
Sales Tax, Penalty
15.13
2001-02
Appellate Tribunal,
Central Sales Tax
and Interest
Mumbai, Maharashtra
Maharashtra
Sales Tax, Penalty
17.61
2002-03
Appellate Tribunal,
Central sales Tax
Mumbai, Maharashtra
and Interest
Maharashtra Sales Tax Sales Tax, Penalty
1.03
2002-03
Joint Commissioner
and Interest
Appeal, Mumbai
55
Name of Statute
Maharashtra
Central Sales Tax
Maharashtra Value
Added Tax
Kerala VAT Tax
Andhra Pradesh
Central Sales Tax
Orissa Value
Added Tax
Orissa Entry Tax
Orissa Entry Tax
Amount
(` in Crores)
7.00
Period to
which the amount
relates
2002-05
18.58
2005-06
0.98
2005-07
2.67
0.03
2008-09
2009-10
2006-10
11.47
2006-10
59.46
2010-12
Forum where
dispute is pending
Joint Commissioner
Appeal, Mumbai
Joint Commissioner
Appeal, Mumbai
Dy. Commissioner
Appeals, Kochin
Dy. Commissioner
Appeals
Additional
Commissioner,
Appeals
Supreme Court
Additional
Commissioner,
Appeal
Additional
Commissioner,
Sales Tax
High Court
Orissa Central
Sales Tax
0.93
2006-11
Orissa Central
Sales Tax
Madhya Pradesh
Entry Tax
Madhya Pradesh
Central Sales Tax
Uttar Pradesh
Sales Tax
The Finance Act
1994 (Service Tax)
7.39
2011-12
0.47
2005-06
Appellate Board
1.06
2004-05
Appellate Board
0.18
2006-07
13.99
2004-05
to
2009-10
Dy. Commissioner,
Appeal
Customs, Excise
and Service Tax
appellate Tribunal,
Ahmedabad
2.54
2004-05
to
2009-10
Additional
Commissioner
(Service Tax)
0.74
1997-1998
Supreme Court
0.41
1998-1999
Supreme Court
0.83
1999-2000
Supreme Court
0.25
4.00
1997-1998
1998-1999
Supreme Court
High Court of Gujarat
Name of Statute
Foreign Exchange
Regulation Act
Penalty
4.10
Period to
which the amount
relates
2000-01
0.22
2003-2004
2.31
1997-1998
0.14
Foreign Exchange
Regulation Act
Penalty
0.16
1997-1998
1999-2000
2000-2001
1997-1998
Recovery Excess
Rebate and Penalty
0.61
1998-1999
1999-2000
Custom Duty
0.30
1997-1998
Custom Duty
13.48
Custom Duty
0.07
1993-1994
1995-1996
2004-2005
Custom Duty
0.50
2006-2007
Custom Duty
0.14
2005-2006
Custom Duty
0.30
Duty Drawback
0.31
Custom Duty
29.98
2003-2004
2004-05
2006-07
2007-08
2004-05
1.74
1996-97
1.63
2004-05
Amount
(` in Crores)
Forum where
dispute is pending
Appellate Tribunal
for Foreign
Exchange, New
Delhi
Customs, Excise
and Service Tax
appellate Tribunal,
Chennai.
CESTAT, Mumbai
With various
Assessing & Appeal
Authorities.
Special Director
(Appeals)
Commissioner of
Income Tax
Appeals-V, Chennai
Joint Secretary,
Ministry of Finance.
New Delhi
Commissioner of
Customs, ICD,
Tuglakabad
Commissioner of
Customs, Mumbai
Asst. Commissioner
of Customs, Mundra
Deputy Comm. of
Customs,
Murmugao
Commissioner of
Customs (Appeals)
Commissioner of
Customs, Mumbai
Asst. Commissioner
of Customs, Mundra
Commissioner of
Customs (import),
Air Cargo, Mumbai
High Court of
Gujarat
Comm. of Customs
Appeals, Ahmedabad
57
Name of Statute
Amount
(` in Crores)
Period to
which the amount
relates
2005-06
Agriculture Cess
0.003
6.93
1992-93 to
1993-94
9.90
2006-07
2007-08
Penalty
Penalty
0.05
25.00
1998-99
2004-05
2005-06
Customs, Central
Excise Duties &
drawback
Service Tax Rules,
1995
Recovery of duty
0.55
2001-09
(x)
(xi)
(xii)
(xiii)
(xiv)
(xv)
(xvi)
58
Forum where
dispute is pending
Asst. Comm. of
Customs (Export),
GAPL, Mundra
Customs, Excise
and Service Tax
appellate Tribunal,
Ahmedabad
Customs, Excise
and Service Tax
appellate Tribunal,
Ahmedabad
Supreme Court
Customs, Excise
and Service Tax
appellate Tribunal,
Mumbai
Assistant
Commissioner of
Customs
(Drawback)
Vishakhapatnam
The Company has no accumulated losses at the end of the financial year and it has not incurred any cash losses
in the current and immediately preceding financial year.
Based on our audit procedures and on the information and explanations given by the management, we are
of the opinion that the Company has not defaulted in repayment of dues to a bank. The Company has not
borrowed any sums through financial institution or debentures.
According to the information and explanations given to us, the Company has not granted loans and
advances on the basis of security by way of pledge of shares, debentures and other securities. Accordingly,
the provisions of Clause 4(xii) of the Order are not applicable.
According to the information and explanations given to us, the Company is not a chit fund or a
nidhi/mutual benefit fund/society. Accordingly, the provisions of clause 4(xiii) of the Order are not applicable.
In respect of dealing in securities and other investments, in our opinion and according to the information
and explanations given to us, proper records have been maintained of the transactions and contracts and
timely entries have been made therein. All investments at the end of the year are held in the name of the
company and its nominees, wherever required.
In respect of guarantees given by the Company for loans taken by others from banks, the terms and
conditions are prima facie not prejudicial to the interest of the Company.
To the best of our knowledge and as explained, the term loans raised during the year have been applied for
the purpose for which they were raised.
(xvii) According to the Cash-flow statement and other records examined by us and the information and
explanations given to us, on an overall basis, funds raised on short term basis have not, prima facie, been
used during the year for long term investment except permanent working capital.
(xviii) The Company has not made any preferential allotment of shares to parties and companies covered in the
Register maintained under section 301 of the Companies Act, 1956. Accordingly, the provisions of Clause
4(xviii) of the Order are not applicable.
(xix) The Company has not issued any debentures during the year and there are no debentures outstanding as at
the year end. Accordingly, the provisions of Clause 4(xix) of the Order are not applicable.
(xx) During the year, since the Company has not raised money by way of public issue. Accordingly, the provisions of
Clauses 4 (xx) of the Order are not applicable.
(xxi) Based upon the audit procedures performed and information and explanations given by the management,
no fraud on or by the Company were reported or noticed during the year.
For DHARMESH PARIKH & CO.
Chartered Accountants
Firm Reg. No: 112054W
Place : Ahmedabad
Date : 20th May, 2013
Anuj Jain
Partner
Membership No. 119140
59
Notes
3
4
109.98
10,256.96
10,366.94
109.98
9,892.08
10,002.06
NON-CURRENT LIABILITIES
(a) Long Term Borrowings
(b) Deferred Tax Liabilities (net)
(c) Other Long Term Liabilities
(d) Long Term Provisions
5
6
7
8
1,490.00
72.61
341.25
5.19
1,909.05
857.70
22.68
287.32
4.34
1,172.04
CURRENT LIABILITIES
(a) Short Term Borrowings
(b) Trade Payables
(c) Other Current Liabilities
(d) Short Term Provisions
9
10
11
12
3,438.27
3,770.36
635.29
182.76
8,026.68
20,302.67
705.07
1,768.28
381.87
142.90
2,998.12
14,172.22
13
13
14
895.46
21.53
163.49
1,080.48
4,046.10
5,753.21
10,879.79
889.38
26.32
145.24
1,060.94
3,545.69
3,778.42
0.55
8,385.60
20.59
736.71
3,698.32
1,898.88
3,001.10
67.28
9,422.88
20,302.67
82.44
643.31
1,833.03
374.46
2,714.80
138.58
5,786.62
14,172.22
(3)
TOTAL
II
ASSETS
(1) NON-CURRENT ASSETS
(a) Fixed Assets
(i) Tangible Assets
(ii) Intangible Assets
(iii) Capital Work-In-Progress
(b) Non Current Investments
(c) Long Term Loans and Advances
(d) Other Non Current Assets
15
16
17
CURRENT ASSETS
(a) Current Investments
(b) Inventories
(c) Trade Receivables
(d) Cash & Bank Balances
(e) Short Term Loans and Advances
(f) Other Current Assets
18
19
20
21
22
23
TOTAL
Summary of significant accounting policies
(2)
(` in Crores)
RAJESH S. ADANI
Managing Director
DEVANG S. DESAI
Executive Director and CFO
PARTHIV PARIKH
Company Secretary
Place : Ahmedabad
Date : 20th May, 2013
Statement of Profit & Loss for the year ended 31st March, 2013
Particulars
I.
II.
III.
IV.
Notes
24
25
26
27
28
29
30
13
31
32
47
(` in Crores)
10.29
10,091.11
(109.25)
123.20
302.57
57.55
1,620.65
12,096.12
4.93
4,508.92
(154.17)
104.15
165.03
29.90
696.00
5,354.76
408.16
202.99
611.15
389.09
(2.01)
387.08
101.64
(60.70)
0.44
49.93
91.31
59.83
(57.80)
1.59
21.74
25.36
519.84
361.72
4.73
3.29
RAJESH S. ADANI
Managing Director
DEVANG S. DESAI
Executive Director and CFO
PARTHIV PARIKH
Company Secretary
Place : Ahmedabad
Date : 20th May, 2013
61
Cash Flow Statement for the year ended 31st March, 2013
Particulars
(` in Crores)
611.15
387.08
Adjustment for:
Depreciation / Amortization / Impairment
57.55
29.90
(108.92)
(108.80)
(1.77)
0.50
(49.46)
13.96
1.14
0.01
0.00
0.01
(4.35)
(2.59)
3.95
(15.39)
6.57
35.12
(1.73)
(5.13)
165.81
120.64
Interest Income
(488.92)
(316.49)
(202.99)
2.01
0.06
25.28
( 11.91)
166.11
(1,871.54)
(901.08)
Adjustment for:
Trade & Other Receivables
Inventories
Loans & Advances
Trade Payables, Other Liabilities & Provisions
Cash generated from operations
Direct Tax (paid) / refund
Net Cash from Operating Activities
B
(93.47)
(220.22)
(266.51)
(123.09)
2,079.22
(164.21)
(108.88)
(273.09)
870.64
(207.64)
(50.77)
(258.41)
(68.38)
(607.34)
3.68
24.91
(2,079.64)
(299.43)
6,431.10
5,047.25
Sale/Disposal of Investments
0.04
0.15
(6,526.24)
(5,136.80)
Purchase of Investments
62
Cash Flow Statement for the year ended 31st March, 2013
Particulars
(A+B+C)
(` in Crores)
0.55
1.43
(1,403.38)
4.35
108.92
560.29
(2,967.32)
3.78
(0.74)
(81.62)
2.59
108.80
213.85
(724.56)
278.87
2,472.15
(707.70)
1,500.00
92.97
(163.23)
(110.18)
3,362.88
(473.50)
5 14.23
1,400.00
(692.30)
460.00
(96.24)
(128.21)
983.98
122.47
98.62
221.09
1,677.09
0.70
1,898.88
1.01
97.61
98.62
2 73.71
2.13
374.46
RAJESH S. ADANI
Managing Director
DEVANG S. DESAI
Executive Director and CFO
PARTHIV PARIKH
Company Secretary
Place : Ahmedabad
Date : 20th May, 2013
63
Notes forming part of the Financial Statements for the year ended 31st March, 2013
1
Corporate Information
Adani Enterprises Limited (the Company, AEL) is a public Company domiciled in India and incorporated under
the provisions of Companies Act, 1956. The Company along with its subsidiaries ('Adani Group') is a global
integrated infrastructure player with businesses spanning coal trading, coal mining, oil & gas exploration, ports,
multi-modal logistics, power generation & transmission, gas distribution.
The financial statements of the Company have been prepared and presented in accordance with the
Generally Accepted Accounting Principles in India (Indian GAAP) under historical cost convention on an
accrual basis. The Company has prepared these financial statements to comply in all material respects with
the Accounting Standards notified under the Companies (Accounting Standard) Rules, 2006 (as amended)
and the relevant provisions of the Companies Act, 1956. The accounting policies adopted in the preparation
of the financial statements are consistent with those of previous year.
ii) Cost of inventories have been computed to include all costs of purchases, cost of conversion and other
costs incurred in bringing the inventories to their present location and condition.
iii) The basis of determining cost for various categories of inventories are as follows:
Raw material
Traded goods
Net realizable value is the estimated selling price in the ordinary course of business, less estimated cost of
completion and estimated cost necessary to make the sale.
c) Cash Flow Statement
i)
64
Notes forming part of the Financial Statements for the year ended 31st March, 2013
ii) Cash Flow Statement
Cash flows are reported using the indirect method, whereby profit / (loss) before extraordinary items and
tax is adjusted for the effects of transactions of non-cash nature and any deferrals or accruals of past or
future cash receipts or payments. The cash flows from regular revenue generating, financing and investing
activities of the company are segregated.
d) Prior Period and Exceptional Items
i)
All identifiable items of Income and Expenditure pertaining to prior period are accounted through Prior
Period items.
ii) Exceptional items are generally non-recurring items of income and expense within profit or loss from
ordinary activities, which are of such size, nature or incidence that their disclosure is relevant to explain
the performance of the Company for the year.
e) Depreciation
I)
Depreciation on Fixed Assets is provided on straight-line method at rates and in the manner specified in
Schedule XIV to the Companies Act, 1956 read with the relevant circulars issued by the Ministry of
Corporate Affairs.
ii) Depreciation in respect of tangible assets for power generation project is provided on straight line method
considering the rates provided in Appendix III of the Regulation issued by the Central Electricity
Regulatory Commission (CERC) dated 19th January, 2009 or rates prescribed under schedule XIV of the
Companies Act, 1956 whichever is higher. The following categories of the assets have higher rates as per
aforesaid CERC Regulation as compared to the rates mentioned in Schedule XIV to the Companies Act,
1956.
Land (Leasehold)
3.34%
Building
3.34%
5.28%
iii) Depreciation on Leasehold improvements is provided per estimated useful life amortised over the balance
of the lease period.
iv) Individual assets costing less than ` 5,000/- are fully depreciated in the year of purchase.
v) Intangible Assets in the form of Software which are an integral part of Computer Systems are amortised at
the same rate as that of Computer Systems.
f) Revenue Recognition
Revenue is recognised when consideration can be reasonably measured and there exists reasonable
certainty of its recovery.
i)
Sales of goods are recognised when the significant risk and rewards of ownership of the goods have been
passed to the customer and net of Value added tax and return.
ii) Income from services rendered is accounted for when the work is performed.
iii) Dividend income from investments and interest income from mutual funds is recognised when the
Company's right to receive payment is established.
vi) Interest income is recognised on time proportion basis taking into account the amount outstanding and
the rate applicable.
v) Profit/Loss on sale of investments are recognised on the contract date.
vi) Export benefits under various scheme announced by the Central Government under Exim policies are
accounted for on accrual basis to the extent considered receivable, depending on the certainty of receipt.
65
Notes forming part of the Financial Statements for the year ended 31st March, 2013
g)
Fixed Assets
1. Tangible fixed assets
i)
Fixed assets are stated at cost of acquisition or construction. They are stated at historical cost less
accumulated depreciation and impairment losses, if any. Cost comprises the purchase price, import duty
and other non-refundable taxes or levies and any directly attributable cost of bringing the asset to its
working condition for its intended use. Borrowing cost relating to acquisition / construction of fixed assets
which take substantial period of time to get ready for its intended use are also included to the extent they
relate to the period till such assets are ready to be put to use.
ii) Expenditure on account of modification/alteration in plant and machinery, which increases the future
benefit from the existing asset beyond its previous assessed standard of performance, is capitalized.
iii) Any capital expenditure in respect of assets, the ownership of which would not vest with the Company, is
charged off to revenue in the year of incurrence.
iv) In line with Notification No. G.S.R. 225 (E) dated March, 2009 (further amended by notification no. G.S.R.
378 (E) dated 11.05.2011) issued by the Ministry of Corporate Affairs, Government of India, the company
has opted for adjusting the exchange difference, arising on long term foreign currency monetary items
relating to acquisition of depreciable capital assets to the cost of capital and, to depreciate over the
balance useful life of the assets.
v) Tangible assets not ready for the intended use on the date of Balance sheet are disclosed as "Capital workin-progress".
2.
Intangible assets
Intangible assets are stated at cost of acquisition/ cost incurred less accumulated depreciation.
h)
Notes forming part of the Financial Statements for the year ended 31st March, 2013
I)
Investments
i)
Investments that are readily realisable and intended to be held for not more than a year are classified as
current investments. All other investments are classified as long term investments.
ii) Long-term investments are stated at cost. Provision for diminution in the value of long-term investments is
made only if such a decline is other than temporary in the opinion of the management.
iii) Current investments are carried at the lower of cost and fair value, computed category wise.
j)
Employee Benefits
Short Term Employee Benefits
Short-term employees benefits are recognised as an expense at the undiscounted amount in the
Statement of Profit and Loss of the year in which the related service is rendered.
Post Employment Benefits
i)
Borrowing Costs
Borrowing costs that are attributable to the acquisition or construction of qualifying assets are capitalized
as part of the cost of such assets. A qualifying asset is one that necessarily takes substantial period of time
to get ready for intended use. All other borrowing costs are charged to Statement of Profit and Loss.
I)
Segment Accounting
Based on guiding principles given in Accounting Standard on Segment Reporting- AS 17 as specified in
the Companies (Accounting Standard) Rules, 2006 (as amended), single financial report contains both
Standalone financial statement and Consolidated Financial Statement of the Company. Hence, the
required segment information has been appended in the Consolidated Financial Statements (CFS).
m)
67
Notes forming part of the Financial Statements for the year ended 31st March, 2013
n)
Leases
Lease arrangement where risk and rewards incidental to ownership of an asset substantially vest with the
Lessor are recognised as Operating Leases. The Companys significant leasing arrangements are in respect
of operating leases for immovable property which includes residential premises, office, godowns, etc.
The aggregate lease rentals payable/receivables are recognised as expenditure/income in the Statement
of Profit and Loss as per the respective lease agreements.
o)
p)
Current Tax
Provision for taxation has been made in accordance with the direct tax laws prevailing for the relevant
assessment years.
The current tax charge for the Company includes minimum alternative tax (MAT) determined under
section 115JB of the Income Tax Act, 1961.
The carrying amount of assets, other than inventories, is reviewed at each balance sheet date to determine
whether there is any indication of impairment. If any such indication exists, the assets recoverable amount
is estimated.
ii) The impairment loss is recognised whenever the carrying amount of an asset or its cash generation unit
exceeds its recoverable amount. The recoverable amount is the greater of the assets net selling price and
value in the uses which is determined based on the estimated future cash flow discounted to their present
values. All impairment losses are recognised in the Statement of Profit and Loss.
iii) An impairment loss is reversed if there has been a change in the estimates used to determine the
recoverable amount and is recognised in the Statement of Profit and Loss.
r)
68
Notes forming part of the Financial Statements for the year ended 31st March, 2013
s)
t)
u)
v)
w)
x)
Contingent liabilities being a possible obligation as a result of past events, the existence of which will be
confirmed only by the occurrence or non occurrence of one or more future events not wholly in control of
the company are not recognised in the accounts. The nature of such liabilities and an estimate of its
financial effect are disclosed in notes to the Financial Statements.
Contingent assets are neither recognised nor disclosed in the financial statements.
Expenditure
Expenses are net of taxes recoverable, where applicable.
Derivative Instruments
As per the Institute of Chartered Accountants of India (ICAI) Announcement, accounting for derivative
contracts, derivative contract other than those covered under AS 11, as specified in the Companies
(Accounting Standard) Rules, 2006 (as amended), The effects of Changes in the Foreign exchange rates,
are marked to market on a portfolio basis, and the net loss after considering the offsetting effect on the
underlying hedge item is charged to the income statement. Net gains are ignored.
Accounting for Claims
i) Claims received are accounted at the time of lodgement depending on the certainty of receipt and claims
payable are accounted at the time of acceptance.
ii) Claims raised by Government authorities regarding taxes and duties, which are disputed by the Company,
are accounted based on legality of each claim. Adjustments, if any, are made in the year in which disputes
are finally settled.
Proposed Dividend
Dividend proposed by the Directors is provided for in the books of account pending approval by the
members at the ensuing Annual General Meeting.
Doubtful Debts/Advances
Provision is made in the accounts for Debts/Advances which in the opinion of the management are
considered doubtful of recovery.
Service Tax Input Credit
Service tax input credit is accounted for in the books in the period in which the underlying service received
is accounted and when there is no uncertainty in availing / utilising the credits.
69
Notes forming part of the Financial Statements for the year ended 31st March, 2013
(` in Crores)
Particulars
3
As at
31st March, 2013
SHARE CAPITAL
AUTHORISED
320,82,00,000 (31st March, 2012: 320,82,00,000)
Equity Shares of ` 1/- each
45,00,000 (31st March, 2012: 45,00,000)
Preference Shares of ` 10/- each
ISSUED, SUBSCRIBED & FULLY PAID-UP
109,98,10,083 (31st March, 2012: 109,98,10,083)
Equity Shares of ` 1/- each
As at
31st March, 2012
320.82
320.82
4.50
4.50
325.32
325.32
109.98
109.98
109.98
109.98
1099810083
1099810083
109.98
109.98
70
As at
31st March, 2013
As at
31st March, 2012
248015675
248015675
464899087
464899087
712914762
712914762
Notes forming part of the Financial Statements for the year ended 31st March, 2013
(d)
621197910
56.48%
621197910
56.48%
83089065
7.55%
100328829
9.12%
90749100
795036075
8.25%
72.29%
90941484
812468223
8.27%
73.87%
( ` In Crores )
Particulars
4
RESERVES & SURPLUS
4.1 GENERAL RESERVE
As per last Balance Sheet
Add : Transferred from Statement of Profit & Loss
250.80
60.00
200.80
50.00
310.80
8,210.78
250.80
8,210.78
8,210.78
4.3 SURPLUS IN STATEMENT OF PROFIT & LOSS
As per last Balance Sheet
Add : Profit for the year
Amount available for appropriation
Less: Appropriations
Proposed Dividend on Equity Shares
Tax on Dividend (net of credit)*
Credit of Tax on Dividend Earlier year Adjustment
Transfer to General Reserve
8,210.78
1,430.50
519.84
1,950.34
1,246.60
361.72
1,608.32
(153.97)
(8.54)
7.55
(60.00)
(109.98)
(17.84)
(50.00)
1,735.38
10,256.96
1,430.50
9,892.08
1,390.00
100.00
1,490.00
707.70
150.00
857.70
71
Notes forming part of the Financial Statements for the year ended 31st March, 2013
a)
b)
c)
d)
e)
f)
Particulars
6
95.77
95.77
25.19
21.58
46.77
15.10
8.06
23.16
12.20
0.35
11.54
24.09
72.61
22.68
72
341.16
287.32
0.09
341.25
287.32
Notes forming part of the Financial Statements for the year ended 31st March, 2013
( ` In Crores )
Particulars
5.19
4.34
5.19
4.34
278.87
175.00
375.00
350.00
0.00
0.42
2,409.40
329.65
225.00
3,438.27
705.07
2,584.40
705.07
853.87
3,438.27
705.07
470.24
55.45
ii
From Banks
TRADE PAYABLES
Acceptances
Trade payables
- Micro, small and medium enterprises
- Others
0.01
0.15
3,300.11
1.712.68
3,770.36
1,768.28
73
Notes forming part of the Financial Statements for the year ended 31st March, 2013
(` In Crores)
Particulars
(i)
b)
Note:
The facilities secured by hypothecation of tangible movable
assets of the solar power project at Bitta, Kutch both present
& future by way of first charge ranking pari passu.
Not due for deposit to Investor Education and Protection Fund.
12
74
110.00
50.00
181.60
50.50
0.34
220.43
172.68
47.93
0.33
141.95
22.42
18.98
635.29
381.87
1.42
1.20
153.97
26.17
182.76
1.09
0.91
109.98
17.84
13.08
142.90
a)
Particulars
257.05
35.49
34.21
995.78
291.26 668.94
Total (B)
Grand Total(A+B)
36.27
1.28
0.87
35.49
0.87
667.66
35.40
Software
Intangible
37.46
960.29
Total (A)
11 Ship
2.01
12.02
14.26
Vehicles
2.42
2.85
1.33
2.28
5.78
2.23
15.63
0.36
0.51
13.81
11.13
13.81
11.13
0.36
0.09
0.12
0.10
9.03
0.04
1.39
49.39
30.20
49.39
30.20
30.20
1.52
(` In Crores)
36.87
37.74
37.74
960.43
1,014.90
37.46
14.26
13.67
17.95
24.41
10.87
26.67
735.31
10.66
100.69
4.09
18.86
997.30
53.12
81.60
4.93
10.55
10.55
48.19
71.05
8.13
5.83
3.89
8.55
4.89
3.20
10.71
16.08
0.44
9.22
0.11
30.23
57.55
5.62
5.66
5.66
24.61
51.89
1.87
0.80
1.14
1.90
1.13
0.81
2.28
38.84
0.31
2.66
0.15
0.53
0.53
2.28
3.50
2.28
3.50
0.13
0.05
0.06
0.08
2.67
0.00
0.51
81.60
135.65
10.55
16.21
16.21
71.05
1 19.44
10.00
6.63
4.90
10.40
5.96
4.01
12.91
52.25
0.75
11.37
0.26
8.03
77.23
3.62
18.35
29.33
8.43
8.13
7.07
16.79
6.34
13.78
26.32
26.32
915.70
916.99 915.70
26.32
21.53
21.53
889.38
895.46 889.38
27.46
7.63
8.77
7.55
18.45
6.86
13.76
683.06 692.28
9.91
89.32
3.83
18.86
1.52 1,052.64
1.38
1.38
1.38
0.14
0.14
0.08
0.03
0.03
GROSS BLOCK
Other Adjustments
Additions Deductions/
Company's
during
Disposal
Share in
the year
during the Exchange unincorporated
joint venture
year
Differences (note 48(a))
15.54
10 Air Craft
21.65
Office Equipment
Computer Equipments
9.54
Electrical Fittings
24.46
708.36
8.47
86.45
Office Building
3.73
18.35
As at
1st April,
2012
Factory Building
Building
Land
A Tangible
Sr.
No.
13 FIXED ASSETS:
Notes forming part of the Financial Statements for the year ended 31st March, 2013
75
Notes forming part of the Financial Statements for the year ended 31st March, 2013
Note:
a) Out of above assets following assets given on operating lease as on 31st March, 2013.
(` In Crores )
Particulars
Gross Block
As at
31st March 2013
Accumulated
Depreciation
Net Block
Depreciation
As at
Charge for
31st March, 2013
the year
Land
Building
Office Building
Factory Building
4.67
4.67
3.59
3.76
0.93
0.55
2.66
3.21
0.06
0.12
4.66
0.97
3.69
0.24
16.68
16.68
2.45
2.03
14.24
14.66
0.42
0.42
Total
31st March, 2012
The total future minimum lease rentals receivable at the Balance Sheet date is as under:
Particulars
i)
ii) For a period later than one year and not later than
(` In Crores )
0.10
0.70
1.42
1.52
0.70
five years
iii) For a period later than five years
Total
b) Buildings includes cost of shares in Co-operative Housing Society ` 3,500/- (P.Y. ` 3,500/-).
c) Office building includes ` 2.32 Crores of unquoted Shares (160 equity shares of A type and 1,280 equity
shares of B type of ` 100 each fully paid -up in Ruparelia Theatres P. Ltd. By virtue of Investment in shares, the
Company is enjoying rights in the leasehold land and ` 1.44 Crores, towards construction contribution and
exclusive use of terrace and allotted parking space.
d) Plant & Machinery includes plant of Net Book Value of ` 1.76 Crores (31st March, 2012 ` 7.90 Crores) which is
not in use, due to temporary suspension operations at Belekeri port.
e) Depreciation of ` Nil (31st March, 2012: ` 0.86 Crores) relating to the Project Assets has been capitalised
and has been included in the additions during the year
(` In Crores )
14 CAPITAL WORK-IN-PROGRESS
Particulars
Capital Work-in-Progress
Total
163.49
163.49
145.24
145.24
a) Building of ` 0.85 Crores (31st March, 2012 : ` 0.85 Crores) which is in dispute and the matter is sub-judice.
b) Agricultural Land of ` 0.45 Crores (31st March, 2012: ` 0.45 Crores) recovered under settlement of debts, in
which certain formalities are yet to be executed.
c) The Companys share in Unincorporated Joint Venture Assets of ` 105.24 Crores (31st March, 2012: ` 89.64
Crores) (note 48(a))
76
Notes forming part of the Financial Statements for the year ended 31st March, 2013
(` In Crores )
Particulars
15
860.80
860.80
1,338.93
1,338.93
30.90
30.90
45.61
45.61
99.83
99.83
0.09
0.05
61.00
4.90
1.36
1.36
232.46
232.46
707.50
2.00
0.05
0.05
0.05
0.05
0.05
0.05
0.05
0.05
0.05
0.05
77
Notes forming part of the Financial Statements for the year ended 31st March, 2013
( ` In Crores )
Particulars
30.14
11.54
0.35
0.35
24.35
24.35
0.37
0.37
0.02
0.02
0.50
310.53
310.53
0.02
0.02
239.90
523.02
56.96
56.96
4,041.78
0.04
3,544.38
0.05
0.05
1.25
1.25
3.00
0.00
0.00
78
Notes forming part of the Financial Statements for the year ended 31st March, 2013
( ` In Crores )
Particulars
5)
0.01
0.01
0.01
0.01
-
0.02
0.01
4.32
4,046.10
2,199.73
1,846.37
27,756.56
0.01
1.31
3,545.69
2,199.73
1,345.96
30,593.45
0.01
79
Notes forming part of the Financial Statements for the year ended 31st March, 2013
( ` In Crores )
Particulars
46.29
100.86
5,359.79
55.19
0.75
20.25
0.13
2.10
35.28
132.57
5,753.21
32.43
100.07
3,451.59
55.19
0.56
23.20
0.07
1.88
41.56
71.87
3,778.42
0.50
0.01
0.04
0.55
0.54
0.05
18 CURRENT INVESTMENTS
(Carried at lower of cost or fair value)
i) In Equity instruments- Unquoted
1) 5,43,675 (Nil) Equity shares of Adani International
Container Terminal Pvt. Ltd. of ` 10/- each
2) 50,000 (Nil) Equity Shares of Miraj Impex Pvt. Ltd. of
` 10/- each (note 15(d))
ii) In Government or Trust securities- Quoted
7.49% GOI 2017
Less : Provision for diminution in value
11.01
(1.47)
-
80
9.54
18.00
Notes forming part of the Financial Statements for the year ended 31st March, 2013
( ` In Crores )
Particulars
16.00
0.25
4.00
1.65
18.00
5.00
5.00
5.00
20.00
20.59
20.59
-
82.44
9.54
72.90
9.54
1.47
0.39
732.54
0.48
3.30
8.35
623.29
3.97
7.70
736.71
643.31
725.75
25.65
751.40
(25.65)
725.75
547.23
18.58
565.81
(18.58)
547.23
81
Notes forming part of the Financial Statements for the year ended 31st March, 2013
( ` In Crores )
Particulars
2,972.57
2,972.57
2,972.57
3,698.32
1,285.80
1,285.80
1,285.80
1,833.03
219.67
0.34
0.35
0.73
221.09
71.09
0.33
25.50
1.70
98.62
0.97
3.35
1,676.12
0.70
270.36
2.13
1,677.79
1,898.88
275.84
374.46
2,584.79
2,185.35
107.01
335.00
23.80
31.37
82
250.57
(18.77)
162.11
(19.04)
231.80
0.69
49.20
3.81
3,001.10
143.07
0.57
17.42
2.02
2,714.80
Notes forming part of the Financial Statements for the year ended 31st March, 2013
( ` In Crores )
Particulars
13.25
21.52
9.86
22.65
67.28
95.23
10.91
9.90
22.54
138.58
( ` In Crores )
Particulars
11,683.32
199.36
4,864.80
400.12
4.11
4.09
11,890.88
7.35
9.93
5,282.20
9,820.89
1,732.71
129.72
11,683.32
3,837.80
892.54
134.46
4,864.80
185.99
13.37
199.36
389.49
10.62
400.12
0.68
67.73
388.59
31.92
108.92
2.16
4.35
2.85
1.73
4.47
613.40
0.75
42.51
212.48
60.76
108.79
17.61
2.59
1.66
5.13
5.00
4.37
461.65
83
Notes forming part of the Financial Statements for the year ended 31st March, 2013
( ` In Crores )
Particulars
Note:
a) Dividend income from Long term investments includes dividend
received from subsidiary ` 108.67 Crores
( 31st March, 2012: ` 108.67 Crores).
26 COST OF MATERIALS CONSUMED
Raw material consumed (Art paper rolls)
Opening Stock
Add : Purchases during the year (Including Incidental Expenses)
Less : Closing Stock
27 PURCHASE OF TRADED GOODS
Purchase of Traded Goods (Including incidental expenses)
Details of the purchase of traded goods
Coal Trading
Power Trading
Other
84
8.35
2.33
(0.39)
10.29
1.75
11.53
(8.35)
4.93
10,091.11
10,091.11
4,508.92
4,508.92
8,338.47
1,727.96
24.68
10,091.11
3,588.69
890.44
29.79
4,508.92
623.29
469.12
732.54
(109.25)
623.29
(154.17)
732.03
0.51
732.54
622.80
0.49
623.29
110.72
7.84
4.64
123.20
93.75
5.73
4.67
104.15
165.81
58.05
78.71
302.57
120.64
11.70
32.69
165.03
Notes forming part of the Financial Statements for the year ended 31st March, 2013
( ` In Crores )
Particulars
31
OTHER EXPENSES
Stores, Spares & Packing Material Consumed
Subcontractor Processing Charges
Clearing & Forwarding Expenses
Loss of Stock due to Accident/ In transit
Less: Insurance claim receivable
Electric Power Expenses
Rent & Infrastructure Usage Charges
Repairs to:
Buildings
Plant & Machinery
Others
Insurance Expenses
Rates & Taxes
Communication Expenses
Travelling & Conveyance Expenses
Stationery & Printing Expenses
Selling and Advertisement Expenses
Donation- Non political
Legal & Professional Fees
Payment to Auditors
For Statutory Audit
For Tax Audit
For Other Services
For Reimbursement of Expenses
Directors Sitting Fees
Commission (Non-Executive Directors)
Supervision & Testing Expenses
Bad debts/Advances Written off
Provision for Doubtful Debts / Advance
Business Support Expenses
Office Expenses
Net Exchange Rate Difference non financing activity(note 15c)
Loss on Sale of Assets
Loss from Partnership firm (P.Y. ` 26,034/-)
Loss from LLP (C.Y. ` 5,413/-)
Diminution in Value of Investments
Loss on Investments
Prior Period Items (note 45)
Miscellaneous Expenses
0.11
0.37
1,288.87
0.03
0.19
434.17
0.06
-
47.82
0.06 (22.54)
5.21
8.40
1.05
2.45
21.64
1.36
0.82
26.18
0.32
0.09
0.07
0.01
25.14
9.19
3.40
3.29
11.21
1.17
56.15
24.27
28.06
0.49
0.07
0.45
8.21
1.34
5.23
0.33
3.55
0.29
0.08
0.04
0.01
25.28
2.88
3.22
28.37
2.37
3.41
3.33
10.18
0.85
29.47
13.97
19.12
0.42
0.07
0.57
6.78
17.23
17.89
0.47
3.56
119.20
49.68
6.11
0.00
(1.77)
1.14
0.15
11.25
1,620.65
2.22
0.00
0.01
0.50
0.01
0.90
18.85
696.00
85
Notes forming part of the Financial Statements for the year ended 31st March, 2013
( ` In Crores )
Particulars
32
33
EXCEPTIONAL ITEMS
Advances written off (note 46 (a))
Disposal of fixed assets
Gain on disposal of Long term investments (note 46 (b))
(99.92)
302.91
(2.01)
-
202.99
(2.01)
In the opinion of the Management and to the best of their knowledge and belief the value under the
head of Current and Non Current Assets (other than fixed assets and non current investments) are
approximately of the value stated, if realised in ordinary course of business, except unless stated other wise.
The provision for all the known liabilities is adequate and not in excess of amount considered
reasonably necessary.
34
The company has initiated legal proceedings against various parties for recovery of dues and such legal
proceedings are pending at different stages as at the date of the Balance Sheet and are expected to
materialize in recovering the dues in the future. Management is hopeful of their recovery. In the opinion of
the Management adequate balance lying in General Reserve to meet the eventuality of this
account being irrecoverable.
35
86
Derivative
Contracts
Amount in Foreign
Currency As at
31st March, 2013
USD/INR
65.84
Equivalent Indian
Rupees As at
31st March, 2013
3574.22
Amount in Foreign
Currency As at
31st March, 2012
20.06
Equivalent Indian
Rupees As at
31st March, 2012
1026.23
Notes forming part of the Financial Statements for the year ended 31st March, 2013
(b)
Foreign currency exposures not covered by derivative instruments or otherwise as at 31st March, 2013
amounting to `2,574.24 Crores. (31st March 2012: ` 2,367.23 Crores).
Particulars
Buyer's Credit
Foreign Letter of Credit
Trade Payables
Other Payables
Trade Receivables
Other Receivables
Preference Shares Investment
Currency
USD
USD
USD
USD
USD
USD
USD
USD
USD
USD
USD
USD
USD
USD
Amount in Crores
Rupees As at
Foreign Currency
31st March, 2012
As at
31st March, 2013
0.208
10.65
18.337
995.42
10.076
515.45
23.476
1274.41
24.763
1266.79
0.897
48.70
0.005
0.28
0.042
2.27
0.997
51.01
0.250
13.55
0.001
0.03
4.419
239.90
10.224
523.02
36
Net Worth of two wholly owned subsidiaries as on 31st March, 2013 has been eroded and there is a consequent
possibility of impairment of Equity investment of ` 1.41 Crores. Looking to the subsidiaries future business
plans and growth prospects, such impairment if any is considered to be temporary in nature and no provision is
provided for in the accounts of the company.
37
(a)
( ` In Crores )
As at
31st March, 2013
As at
31st March, 2012
3.00
3.00
43.02
34.71
220.21
170.21
1.48
8.26
-
42.52
23.82
128.13
65.8
3.20
8.26
0.35
2,493.00
97.70
158.34
25.37
421.62
101.7
72.91
59.83
87
Notes forming part of the Financial Statements for the year ended 31st March, 2013
b)
f) Certain claims / show cause notices disputed have neither been considered as contingent liabilities nor
acknowledged as claims, based on internal evaluation of the management.
g) Show cause notice issued under Section 16 of the Foreign Exchange Management Act, 1999 read with
Rule (4) of the Foreign Exchange Management (Adjudication Proceedings and Appeal) Rule, 2000, in
which liability is unascertainable.
h) Show cause notices issued under The Custom Act,1962, wherein the Company has been asked to show
cause why, penalty should not been imposed under section 112 (a) and 114 (iii) of The Custom Act,1962
in which liability is unascertainable.
I) Investments are pledged with Banks / Financial Institutions towards collateral security for loan taken by a
company and group Companies. Amount of contingent liability is to the extent of value of Shares Pledged.
j) Complaint filed by Asst. Labour Commissioner, Hubli under Section 30 of The Payment of Bonus Act,
1956. Matter being contested by the Company and projected liability in terms of penalty would be not
more than `0.01 (31st March, 2012: `0.01 Crores).
k) In the matter of show cause notice, amount of interest and penalty not ascertainable, hence not
disclosed.
l) Show cause notice issued by DGCEI proposes for imposition penalties under Section 76 and Section 78 of
the Finance Act, 1994. In which liability is uncertain and not included.
m) Custom Department has considered a different view for levy of custom duty in respect of specific quality
of coal imported by the company for which the company has received demand show cause notices
amounting to ` 180.21 Crores from custom departments at various locations and the company has
deposited ` 58.97 Crores as custom duties under protest and contested the view taken by authorities as
advised by external legal counsel. The company being the merchant trader generally recovers custom
duties from its customers and does not envisage any major financial or any other implication.
Note:
Future cash flows in respect of above are determinable only on receipt of judgement/decision pending with
various forums/ authorities.
Capital and other Commitments:
(` In Crores)
Particulars
Estimated amounts of contracts remaining to be executed and not
provided for (Net of Advances)
38
During the year, the Company has invested ` 781.24 Crores (31st March, 2012: ` 38.55 Crores) in shares
(` In Crores)
of the following Group Companies.
Name of Company
Adani Wilmar Ltd.
Maharashtra Eastern Grid Power
Type
Equity
Equity
88
As at
As at
31st March, 2013 31st March, 2012
15.55
20.45
Equity
No of Shares
Total Investment
% of Holding As at
31st March, 2013
Nil
Nil
50%
4005850
36.05
50%
705500000
705.50
100%
1950000
1.95
100%
56100000
56.10
100%
Nil
Nil
100%
Notes forming part of the Financial Statements for the year ended 31st March, 2013
( ` In Crores )
Name of Company
Type
Equity
Equity
Equity
Equity
Pvt. Ltd.
No of Shares
Total Investment
% of Holding As at
31st March, 2013
500000
0.50
100%
Nil
Nil
Nil
543675
0.54
1%
Nil
Nil
Nil
18600000
18.60
26%
520000
0.53
26%
Nil
Nil
49%
24500
0.02
Nil
Total
781.24
38.55
39
a)
b)
c)
Disclosure as required by the Accounting Standard 19, Leases as specified in the Companies
(Accounting Standard) Rules 2006 (as amended) are given below :
Where the Company is lessee:
The aggregate lease rentals payable are charged to the Statement of Profit & Loss as Rent in Note 31.
The Leasing arrangements, which are cancellable at any time on month to month basis and in some cases
between 11 months to 9 years, are usually renewable by mutual consent on mutually agreeable terms.
Under these arrangements, generally interest free refundable deposits have been given.
The Leasing arrangements, which are non-cancellable over the period of the agreements, the disclosures
in respect of the same:
(` In Crores)
Particulars
As at
As at
31st March, 2013
0.34
1.84
18.14
0.31
0.31
1.84
18.24
0.31
40 The Company has made provision in the Accounts for Gratuity based on Actuarial valuation.
The particulars under the AS 15 (Revised) furnished below are those which are relevant and available to
company for this year.
(a) Contributions to Defined Contribution Plan, recognised as expense for the year are as under:
(` In Crores)
Particulars
For the year ended For the year ended
31st March, 2012
31st March, 2013
Employers Contribution to Provident Fund
3.54
2.73
1.30
1.00
0.43
0.35
89
Notes forming part of the Financial Statements for the year ended 31st March, 2013
(b)
(i)
7.07
0.89
0.60
1.44
(0.78)
9.22
5.40
0.84
0.45
0.64
(0.29)
7.07
5.98
0.51
1.63
0.17
(0.49)
7.80
1.42
4.52
0.38
0.99
0.38
(0.29)
5.98
1.09
0.89
0.60
0.30
(0.51)
1.28
0.68
0.84
(0.38)
0.45
0.30
1.21
0.76
100%
100%
8.25%
8.70%
6.00%
8.50%
8.50%
6.00%
90
( ` In Crores )
Notes forming part of the Financial Statements for the year ended 31st March, 2013
(ii) Leave Encashment
( ` In Crores )
Particulars
5.24
0.33
0.45
0.90
(0.52)
6.40
3.76
0.34
0.31
1.37
(0.54)
5.24
0.33
0.45
0.90
1.68
0.34
0.31
1.37
2.02
8.25%
6.00%
8.50%
6.00%
c) The estimate of future salary increase, considered in actuarial variation, take account of inflation,
seniority, promotion and other relevant factors, such as supply and demand in the employment market.
d) Current and non current classification is done based on actuarial valuation certificate.
41
As per the Accounting Standard 18, disclosure of transactions with related parties (As identified by the
Management ), as defined in Accounting Standard are given below:
i ) Name of Related Parties & Description of Relationship
(A) Controlling Entity:
Shantilal Bhudhermal Adani Family Trust (SBAFT)
91
Notes forming part of the Financial Statements for the year ended 31st March, 2013
(B) Subsidiary Companies:
1. Adani Infrastructure and Developers Pvt. Ltd.*
2. Adani Global Ltd.
3. Adani Agri Logistics Ltd.
4. Adani Agri Fresh Ltd.
5. Adani Power Ltd.
6. Miraj Impex Pvt. Ltd.
7. Adani Mining Pvt. Ltd.
8. Adani Energy Ltd.
9. Adani Gas Ltd.
10. Maharashtra Eastern Grid Power Transmission
Company Ltd.
11. Mundra LNG Ltd.
12.
13.
14.
15.
16.
17.
18.
19.
20.
(upto 31.12.2012)
Notes forming part of the Financial Statements for the year ended 31st March, 2013
(C) Step-down Subsidiary Companies:
51. PT Kapuas Coal Mining, Indonesia
(upto 08.10.2012)
(upto 30.03.2013)
(upto 30.03.2013)
(upto 14.09.2012)
62. PT Citra Persada Luhur, Indonesia
(upto 24.09.2012)
(w.e.f. 19.04.2012)
87. Galilee Transmission Holdings Pty Ltd
(w.e.f. 17.01.2013)
88. Galilee Transmission Pty Ltd (w.e.f. 17.01.2013)
(upto 18.09.2012)
70. PT Suar Harapan Bangsa, Indonesia
93
Notes forming part of the Financial Statements for the year ended 31st March, 2013
(G) Enterprises over which (A) or (F) above have significant influence with whom transactions done
during the year:
1. Adani Agro Pvt. Ltd.
2. Adani Properties Pvt. Ltd.
3. Adani Foundation
4. Adani Education and Research Foundation
(H) Relatives of Key Management Personnel with whom transactions done during the year:
1. Mr. Vinod S Adani
(ii)
Sale of Goods
Purchase of Goods
94
Rendering of Services
(incliding
reimbursement
of expenses)
(` In Crores)
For the year ended For the year ended
31st March, 2013
31st March, 2012
539.56
74.11
20.83
7.90
1.12
1,559.05
0.39
2.96
18.66
0.01
907.68
0.03
78.01
1,982.72
109.95
68.00
1.48
0.29
0.00
0.31
1.99
0.08
187.63
1,873.13
118.49
1.23
29.10
0.00
0.01
-
0.45
2.41
0.19
0.24
0.00
0.00
0.00
0.00
0.00
0.06
0.04
0.11
0.91
0.11
0.22
1.11
0.00
0.05
0.00
Notes forming part of the Financial Statements for the year ended 31st March, 2013
(` In Crores)
Sr.
No.
Nature of Transaction
Services Availed
(including reimbursement
of expenses)
Interest Income
Interest Expense
7
8
Dividend Income
Rent Income
2.21
0.03
0.00
0.57
1.88
546.33
0.00
33.99
133.16
2.76
1.04
0.00
0.00
0.88
274.48
0.46
16.11
2.32
1.25
0.02
9.48
11.87
12.86
5.68
0.37
0.30
5.09
0.36
0.46
0.36
17.44
29.67
0.01
13.75
16.26
108.67
0.01
1.20
-
0.16
0.68
0.61
0.00
30.66
523.66
106.95
0.65
0.00
0.06
90.11
0.30
11.11
2.63
5.48
7.58
18.54
12.76
17.23
2.02
1.64
43.09
9.01
40.91
108.67
0.02
0.15
95
Notes forming part of the Financial Statements for the year ended 31st March, 2013
(` In Crores)
Sr.
No.
Nature of Transaction
Rent Expense
3.75
0.44
0.16
1.07
0.78
0.06
0.02
0.02
15.60
8.90
( 0.00)
5.00
(0.00)
1.64
1.57
3.48
3.22
4.96
5.80
0.02
0.64
10
Donation
Adani Foundation
11
Partnership Firm or
13
Remuneration
Sale of Asset
14
15
16
Purchase of Asset
Loans Taken
Loans Repaid
0.17
0.77
0.05
0.06
0.16
0.20
0.05
0.00
1.74
1.29
0.06
9.40
4.33
0.35
0.01
0.02
391.22
53.08
1,440.91
112.35
473.50
760.78
733.21
Loans Given
96
4.85
21.21
72.02
1.50
5,629.39
2,807.66
77.39
384.35
0.70
0.31
179.69
36.50
3.00
37.03
40.04
37.63
Notes forming part of the Financial Statements for the year ended 31st March, 2013
(` In Crores)
Sr.
No.
18
19
Nature of Transaction
Share Application
Money Paid
638.21
652.70
804.00
75.00
11.51
17.34
16.82
7.36
11.30
1.47
252.64
55.00
0.25
54.27
13.60
1,283.43
68.28
32.50
2.00
259.39
621.00
100.00
100.00
55.00
105.34
319.64
606.83
51.91
2,315.91
2.15
35.65
1.63
2.63
712.25
804.00
75.00
1.30
606.83
30.00
30.00
30.00
711.58
811.29
0.05
0.05
216.31
621.00
100.00
329.37
188.39
0.03
360.00
149.32
467.81
161.20
679.09
97
Notes forming part of the Financial Statements for the year ended 31st March, 2013
(` In Crores)
Sr.
No.
Nature of Transaction
20 Purchase or
Subscription
of Investment
21
Sale or Redemption
of Investment
22
Transfer of employees
liabilities
23
Transfer of employees
Loans and
advances
24
25
98
56.10
0.50
705.50
0.54
18.60
229.37
0.04
0.09
303.00
0.01
0.01
0.06
0.01
0.05
0.01
0.03
0.01
0.01
0.01
0.01
0.01
0.02
0.01
0.01
0.02
99.93
0.02
0.53
0.01
0.07
0.01
0.00
0.03
0.00
0.00
0.00
0.05
0.00
-
542.34
0.34
0.30
0.00
0.43
0.00
-
0.47
2.42
0.18
0.18
-
Notes forming part of the Financial Statements for the year ended 31st March, 2013
(` In Crores)
Sr.
No.
26
Nature of Transaction
0.01
74.47
18.42
0.00
0.00
0.18
0.00
0.00
0.00
56.47
0.96
0.00
2.17
0.95
0.00
0.10
59.61
96.49
5,602.31
655.70
5.59
252.86
7.98
40.00
48.00
639.43
3.59
0.03
3.29
0.20
0.00
0.05
0.17
0.26
0.06
109.03
38.07
1,591.35
646.59
4.89
170.25
9.98
37.00
267.36
713.47
4.68
111.51
140.06
151.42
66.94
21.71
0.01
3.29
100.00
122.71
134.60
59.58
7.09
99
Notes forming part of the Financial Statements for the year ended 31st March, 2013
(` In Crores)
Sr.
No.
Nature of Transaction
4.00
458.94
0.20
1.30
1.30
756.29
606.83
56.47
55.00
30.00
30.00
30.00
19.70
0.05
4.59
1.47
0.01
0.01
73.27
2.37
0.64
2.98
6.66
5.25
2.25
368.94
491.89
27
Share Application
Money Paid
28
29
Accounts Payable
(including provisions)
0.01
0.00
0.02
0.06
13.21
0.01
1.42
7.10
13.67
48.82
882.47
610.93
83.89
0.01
0.01
8.41
11.29
9.08
0.03
100
Notes forming part of the Financial Statements for the year ended 31st March, 2013
(` In Crores)
Sr.
No.
30
Nature of Transaction
9.93
4.33
0.01
0.45
0.10
1.00
1.00
278.87
707.70
3.00
6.89
0.09
12.37
36.82
143.00
370.50
51.12
97.70
101.70
750.00
1,600.00
Loans Taken
31
32
33
Advances from
Customer
Other Current
Liabilities
42 As required by the amendment to the clause 32 of the listing agreement vide SEBI circular no. 2 / 2003 of
10th January, 2003, the following disclosure have been made :
(a) Loans and advances in the nature of loans to subsidiaries and associates by name and amount (` In Crores)
Sr. No.
Name of Entity
Closing Balance
Maximum amount
As at
Outstanding
31st March, 2013
during the year
1
48.00
269.72
270.50
269.99
5,602.31
1,329.62
639.43
713.47
5,602.31
2,414.44
1,179.47
801.38
655.70
646.59
59.61
109.03
678.23
646.59
113.88
139.73
151.42
139.85
140.06
129.37
151.42
295.8
140.06
590.52
101
Notes forming part of the Financial Statements for the year ended 31st March, 2013
Sr. No.
Name of Entity
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
102
Closing Balance
As at
31st March, 2013
(` In Crores)
Maximum amount
Outstanding
during the year
111.51
111.51
102.98
Nil
Nil
66.94
61.82
Nil
Nil
153.16
75.00
Nil
66.94
738.67
147.15
Nil
5.59
4.90
40.00
37.00
96.49
38.07
5.59
4.90
40.00
37.00
104.99
38.07
7.98
9.98
9.98
11.61
10.00
Nil
0.20
Nil
252.86
170.25
Nil
756.29
Nil
Nil
Nil
459.58
10.00
Nil
0.25
Nil
302.94
192.4
811.49
757.74
Nil
360.00
659.61
694.97
Nil
30.00
Nil
30.00
30.00
30.00
30.00
30.00
Nil
30.00
Nil
30.00
30.00
606.83
606.83
56.47
56.47
606.83
56.47
56.47
Notes forming part of Financial Statements for the year ended 31st March, 2013
b)
Loans and Advances shown above, to subsidiaries amounting ` 5,359.79 Crores fall under the category of Long
term loans & Advances in nature of Loans where principal amounts are repayable on demand not expected
within 2 to 5 years except loans of ` 2,584.79 Crores which fall in category of short term loans and advances.
All the above loans and advances are interest bearing except the loans given to following:
Sr. Particulars
No.
1
2
3
4
5
6
7
8
9
10
11
12
c)
(` In Crores)
As at
31st March, 2012
59.61
639.43
109.03
713.47
655.70
48.00
40.00
96.49
7.98
1,547.21
646.59
232.36
37.00
38.07
9.98
756.29
30.00
30.00
30.00
606.83
3,239.62
Loans and advances in the nature of loans to firms / companies in which directors are interested by name
and amount :
(` In Crores)
Sr.
No.
d)
As at
31st March, 2013
Name of Entity
Closing Balance
As at
31st March, 2013
5,602.31
1,329.62
655.70
646.59
48.00
269.72
140.06
129.37
66.94
61.82
Nil
Nil
Nil
Nil
Nil
606.83
252.86
170.25
Maximum amount
Outstanding
during the year
5,602.31
2,414.44
678.23
646.59
270.50
269.99
140.06
590.52
66.94
738.67
75.00
Nil
147.15
Nil
606.83
606.83
302.94
192.40
None of the loanee and loanees of subsidiary companies have per se made Investments in the shares of the
company.
103
Notes forming part of the Financial Statements for the year ended 31st March, 2013
43
Items of Expenditure in the Statements of Profit and Loss include reimbursements for common
sharing facilities to and by the Company.
44 (a) Provision For Taxation:
Provision for taxation for the year has been made after considering allowance, claims and relief available to
the Company as advised by the Companys tax consultants.
(b) Various taxes related legal proceedings are pending against the Company. Potential liabilities, if any, have
been adequately provided for, and the management does not estimate any incremental liability in respect
of the legal proceedings.
(c) Transfer Pricing Regulations :
The Company has established a comprehensive system of maintenance information and documentation as
required by the transfer pricing legislation under section 92 92F of the Income Tax Act, 1961.
The management is of the opinion that its international transactions are at arms length and the aforesaid
legislation will not have any impact on the financial statements, particularly on the amount of tax expense
and that of provision for taxation.
(d) MAT Credit Entitlement:
Based on assessment of the future taxable income, the Management is of the opinion that there is
convincing evidence that the Company will pay normal income tax within the specified period during
which MAT credit is available for set off. Accordingly, MAT credit entitlement assets (disclosed under long
term loans & advances) of ` 60.70 Crores (31st March, 2012: ` 57.80 Crores) has been recognised during
the year by way of a credit to Statement of Profit and Loss.
45 (a) Prior period items includes:
(` In Crores)
Particulars
For the year ended For the year ended
31st March, 2013
31st March, 2012
Debits relating to earlier years
0.21
0.91
Credit relating to earlier years
0.06
0.01
Net Total
0.15
0.90
(b) Nature of Prior period item
Particulars
Income :
Other
Expense :
Brokerage & Commission
Clearing & Forwarding
Interest Expenses
Other Expenses
Rates & Taxes
Net Total
104
(` In Crores)
For the year ended
31st March, 2012
0.06
0.06
0.01
0.01
0.10
0.02
0.01
0.08
0.21
0.15
0.05
0.75
0.11
0.91
0.90
Notes forming part of the Financial Statements for the year ended 31st March, 2013
46 Exceptional items
a) The company is engaged in Oil & Gas Exploration activities which is also being pursued by its subsidiary
Adani Welspun Exploration Ltd (AWEL). AWEL has charged off ` 153.75 Crores being the expenditure on
abortive exploration activities on the relinquishment of Thailand Blocks being geologically
impracticable and techno economically not feasible. Accordingly, the Company has charged off
` 99.92 Crores advances to its subsidiary for Thailand Project.
b) The Company has disposed off its investment in a wholly owned subsidiary, 'Adani Infrastructure and
Developers Private Limited ('AIDPL') representing the Real Estate Business, to its promoters at a valuation
done by an independent valuer. The Company has accounted a gain of ` 302.91 Crores against the disposal
of the above said investment which is reflected under Exceptional items in Note 32.
47
1099810083
1099810083
Company's
Participating
Interest %
Other Partners
Other Partner's
Participating
Interest %
55%
55%
35%
10%
35%
During the current financial year, Government of India has issued a notice intimating the termination of the
Production Sharing Contracts (PSCs) in respect the Assam and Palej blocks purportedly due to
misrepresentation made by the operator of the blocks- NIPL. The Company has contested the termination
and in accordance with the provisions of the PSC has urged the Government to allow it to continue the
105
Notes forming part of the Financial Statements for the year ended 31st March, 2013
activities in respect of blocks. Furthermore, DGH has invoked the bank guarantees issued in respect of the
Blocks for the work program for the year 2012-13. The Company has taken strong exception to the invocation
by DGH and feels that such action is not legally tenable.
The financial statements of the company reflect its share of Assets and Liabilities of the jointly controlled
assets which are accounted on a line to line basis with similar items in the Company's accounts to the
extent of participating interest of the company as per the various joint venture agreements, in compliance
of AS-27. The summary of the Company's share in Assets & Liabilities of unincorporated joint ventures are
(` In Crores)
as follow:
CB-ONN-2004/5-Palej
AA-ONN - 2004/4-Assam
As at
As at
Particulars
As at
As at
31st March,
31st March,
31st March,
31st March,
2012
2012
2013
2013
Other Current Liabilities
62.16
44.69
60.04
47.54
62.16
44.69
60.04
47.54
Tangible Assets
0.08
0.08
0.06
0.06
Intangible Assets
0.69
0.69
0.69
0.69
Capital Work in Progress
51.82
43.33
53.42
46.31
Other Current Assets
0.00
0.00
0.00
0.00
Cash & Bank Balances
0.00
0.05
0.00
0.25
Long Term Loans & Advances
9.57
5.86
0.00
Short Term Loans & Advances
0.54
0.23
62.16
44.69
60.04
47.54
(b) Jointly Controlled Entities
The Proportionate share of assets, liabilities, income & expenditure, contingent liabilities and capital
commitments of the joint ventures are as given below :
(` In Crores)
Particulars
Country of Incorporation
% of ownership interest
Liabilities
Assets
Income
Expenditure
Profit/(Loss) for the year
Contingent Liabilities
Capital Commitments
Adani Wilmar
Ltd
Adani Wilmar
Pte. Ltd.*
India
50.00%
2012-13
2011-12
3,495.69
2,747.41
3,859.62 3,022.85
8,617.05 7,484.98
8,576.95 7,556.72
40.10
(71.73)
223 45
166 64
36.22
29.99
Singapore
50.00%
2012-13
2011-12
89.94
747.99
111.60
766.78
1,314.90 2,056.40
1,313.17 2,059.27
1.73
(2.87)
8 56
12 15
-
India
49.00%
2012-13
2011-12
1.83
0.00
1.85
0.02
0.00
0.01
0.00
(0.01)
(0.00)
-
Adani
International
Container
Terminal
Private Ltd*#
India
38.75%
2012-13
551.30
652.86
7.90
8.89
(0.99)
192.24
Notes forming part of the Financial Statements for the year ended 31st March, 2013
49 Other Statutory Disclosures:
Particulars
2012-13
(` In Crores)
2011-12
7,576.82
0.96
7,577.78
3,237.39
405.52
3,642.91
0.06
2.06
33.02
0.28
4.67
40.09
0.12
15.80
3.64
10.40
29.96
17.29
17.29
Final
2
17668900
318217
1.77
2011-2012
Final
2010-2011
52
The Ministry of Corporate Affairs, Government of India vide its General Circular No: 2/2011 dated 08th
February, 2011 has granted general exemption to the Holding Companies from attaching balance sheets of
subsidiary Companies with the balance sheet of the Holding Company as per section 212(8) of the
Companies Act,1956 subject to fulfilment of certain conditions. Accordingly the Board of Directors of the
company has passed the resolution giving consent for not attaching the balance sheets of the subsidiary
Companies with that of the Company.
Previous year's figure have been recast, regrouped and rearranged, wherever necessary to confirm to this
year's classification.
RAJESH S. ADANI
Managing Director
DEVANG S. DESAI
Executive Director and CFO
PARTHIV PARIKH
Company Secretary
Place : Ahmedabad
Date : 20th May, 2013
107
108
a)
in the case of the Consolidated Balance Sheet, of the state of affairs of the Company
at March 31, 2013;
b)
c)
in the case of the Consolidated Cash Flow Statement, of the cash flows for the year
ended on that date.
Emphasis of Matter
We draw attention to Note 41(b) to the consolidated financial statements recording sale of investments in
Australia step down subsidiaries, on the basis indicated in the note, whereby gain of Rs. 419.57 Crores have
been recognized in the books. Our opinion is not qualified in respect of this matter.
Other Matters
a) We did not audit the financial statements of certain Subsidiaries, Associates and Joint Ventures,
whose financial statements reflect total assets (net) of ` 1,07,170.26 Crores as at March 31, 2013,
total revenues of ` 40,873.71 Crores and net cash out flow amounting to ` 1,412.56 Crores for the year
then ended. These financial statements have been audited by other auditors whose reports have been
furnished to us by the Management, and our opinion is based solely on the reports of the other
auditors.
b) We did not audit the financial statements of certain Foreign Subsidiaries, Joint Ventures and a Foreign
Trust, whose financial statements reflect total assets (net) of ` 3,535.83 Crores as at March 31, 2013,
total revenues of ` 4,104.08 Crores and net cash out flow amounting to ` 914.34 Crores for the year
then ended. These unaudited financial statements have been approved by the respective Board of
Directors/ Trustees and have been furnished to us by the Management which we have relied upon and
our opinion is based solely on such approved unaudited financial statements.
Anuj Jain
Partner
Membership No. 119140
109
Sr. No.
Name of the Subsidiary Companies / Trust (Foreign)
e
PT Adani Sumselon
f
PT Sumber Dana Usaha
g
PT Setara Jasa
h
PT Gemilang Pusaka Pertiwi
i
PT Hasta Mundra
j
PT Karya Pernitis Sejati
k
PT Suar Harapan Bangsa
l
PT Tambang Sejahtera Bersama
m
PT Niaga Antar Bangsa
n
PT Niaga Lintas Samudra
o
PT Lamindo Inter Multikon
p
PT Mitra Naiga Mulia
9
Rahi Shipping Pte Ltd.
10
Vanshi Shipping Pte Ltd.
11
Aanya Maritime Inc
12
Aashna Maritime Inc
13
Adani Shipping Pte Ltd
14
Galilee Transmission Holding Pty Ltd
15
Galilee Transmission Holdings Trust
16
Galilee Transmission Pty Ltd
ANNEXURE - II
Sr. No.
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
110
Sr. No.
23
24
25
26
27
28
29
30
31
32
33
34
35
36
37
38
39
40
41
42
Anuj Jain
Partner
Membership No. 119140
111
Notes
As at
31st March, 2013
(` in Crores)
As at
31st March, 2012
3
4
109.98
21,348.66
21,458.64
3,233.95
109.98
19,361.87
19,471.85
3,457.08
5
6
7
8
48,850.13
1,918.64
2,327.48
424.79
53,521.04
48,894.30
2,304.24
2,591.04
366.21
54,155.79
9
10
11
12
12,912.15
6,156.58
14,092.42
883.72
34,044.87
1,12,258.50
16,336.56
4,515.71
8,408.52
628.51
29,889.30
1,06,974.02
13
13
14
45,516.98
3,160.65
29,248.44
77,926.07
155.39
131.91
48.13
5,300.25
673.31
84,235.06
36,288.41
458.01
37,220.72
73,967.14
988.61
441.74
13.56
4,811.47
1,017.79
81,240.31
191.11
3,733.35
9,010.44
7,074.23
5,510.91
2,503.40
28,023.44
1,12,258.50
100.40
5,214.78
9,389.44
6,513.91
3,492.24
1,022.94
25,733.71
1,06,974.02
TOTAL
II ASSETS
(1) NON-CURRENT ASSETS
(a) Fixed Assets
(i) Tangible Assets
(ii) Intangible Assets
(iii) Capital Work-In-Progress
(b)
(c)
(d)
(e)
(f)
Goodwill on consolidation
Non-current Investments
Deffered Tax Assets (net)
Long-term Loans and Advances
Other Non-current Assets
15
6
16
17
18
19
20
21
22
23
TOTAL
Summary of significant accounting policies
2
The accompanying notes are an integral part of the financial statements.
As per our attached report of even date
For DHARMESH PARIKH & CO.,
Chartered Accountants
Firm Reg No : 112054W
ANUJ JAIN
Partner
Membership No. 119140
Place : Ahmedabad
Date : 20th May, 2013
112
RAJESH S. ADANI
Managing Director
DEVANG S. DESAI
Executive Director and CFO
PARTHIV PARIKH
Company Secretary
Place : Ahmedabad
Date : 20th May, 2013
Consolidated Statement of Profit & Loss for the year ended 31st March, 2013
(` in Crores)
Particulars
I.
Notes
24
25
II.
Other Income
III.
IV.
Expenses
Cost of Materials Consumed
Purchase of Traded Goods
(Increase)/ Decrease in Inventories
Employee Benefits Expense
Finance costs
Depreciation, Amortization and Impairment Expense
Operating and Other Expenses
Total Expenses
V.
VI.
26
27
28
29
30
13
31
32
XI.
46,462.41
39,355.63
889.22
548.14
47,351.63
39,903.77
6,792.78
27,137.82
49.59
641.34
3,492.93
2,297.86
5,832.41
46,244.73
6,096.87
25,262.05
(505.70)
459.62
1,825.56
1,223.99
3,044.97
37,407.36
1,106.90
2,496.41
898.33
(0.02)
2,005.23
2,496.39
617.44
(447.37)
(0.65)
618.24
787.66
396.23
(312.13)
1 .32
390.64
476.06
1,217.57
(395.41)
1,612.98
2,020.33
181.12
1,839.21
14.67
16.72
RAJESH S. ADANI
Managing Director
DEVANG S. DESAI
Executive Director and CFO
PARTHIV PARIKH
Company Secretary
Place : Ahmedabad
Date : 20th May, 2013
113
Consolidated Cash Flow Statement for the year ended 31st March, 2013
(` in Crores)
Particulars
A.
B.
114
2,005.23
2,496.39
2,297.86
(0.56)
(8.90)
(14.13)
(134.19)
3.58
11.60
(3.45)
0.06
52.54
(90.18)
(36.45)
(898.33)
(3.54)
3,018.45
(559.60)
5,639.98
1,223.99
0.50
(2.38)
(7.43)
(0.57)
(19.54)
67.59
(6.81)
25.28
(14.29)
(48.44)
41.17
0.02
(0.22)
1,308.82
(393.44)
4,670.64
262.89
1,481.37
(2,297.98)
2,788.73
7,874.98
(568.45)
7,306.52
(3,225.02)
(618.79)
(3,732.37)
3,816.72
911.18
(433.61)
477.57
(15,741.49)
285.02
(398.51)
1,044.77
898.15
(90.71)
14.13
8.90
481.48
(13,498.26)
(31,573.85)
61.26
(166.46)
(3,309.24)
19.44
(228.03)
7.43
2.38
359.84
(34,827.23)
Consolidated Cash Flow Statement for the year ended 31st March, 2013
(` in Crores)
For the year ended
31st March, 2013
Particulars
C.
D.
25,996.26
(11,850.62)
(3,330.24)
5.68
(2,966.08)
(182.07)
7,672.93
29,450.81
(3,165.99)
9,946.32
4.72
6.52
(1,198.36)
(171.67)
34,872.37
Others
Exchange Difference arising on coversion debited to Foreign
Currency Translation Reserve
Net Cash Flow from Others
D
350.64
350.64
167.31
167.31
1,831.84
2,221.97
(519.34)
3,534.47
2.37
690.02
1,531.95
2,221.97
29.10
2,500.38
2,022.31
1,031.72
3,534.47
2.44
3,537.32
7,074.23
170.56
2,221.97
2.38
4,289.57
6,513.92
RAJESH S. ADANI
Managing Director
DEVANG S. DESAI
Executive Director and CFO
PARTHIV PARIKH
Company Secretary
Place : Ahmedabad
Date : 20th May, 2013
115
Notes forming part of the Consolidated Financial Statements for the year ended 31st March, 2013
1
Corporate Information
Adani Enterprises Limited (the Company, AEL) is a public company domiciled in India and incorporated under
the provisions of Companies Act, 1956. AEL along with its subsidiaries ("Adani Group") is a global integrated
infrastructure player with businesses spanning Coal Trading, Coal Mining, Oil & Gas Exploration, Ports, Multimodal Logistics, Power Generation & Transmission, Gas Distribution and Edible oil & Agro commodities.
a) Principles of Consolidation:
a) The consolidated financial statements have been prepared in accordance with Accounting Standard 21 (AS
21) on Consolidated Financial Statements, Accounting Standard 23 (AS 23) on Accounting for
Investments in Associates in Consolidated Financial Statements and Accounting Standard 27 (AS 27)
Financial Reporting of Interests in Joint Venture as specified in the Companies (Accounting Standard)
Rules, 2006 and on the basis of the separate audited financial statements of Adani Enterprises Limited
(AEL), its Subsidiaries, Associates and Jointly Controlled entities. Reference in the notes to Group shall
mean to include AEL, its Subsidiaries, Associates and Jointly Controlled entities consolidated in these
financial statements unless otherwise stated.
b) The consolidated financial statements have been prepared on the following basis.
i)
The financial statements of the Company & its Subsidiaries are combined on a line-by-line basis by
adding together the book values of like items of assets, liabilities, income and expenses, after fully
eliminating intra-group balances and intra-group transactions resulting in unrealised profits or losses
in accordance with Accounting Standard (AS) 21 Consolidated Financial Statements as specified by
the Companies (Accounting Standard) Rules, 2006.
ii)
In case of Associates where the Group directly or indirectly holds more than 20% of equity, investments
in associates are accounted for using equity method in accordance with Accounting Standard (AS) 23
Accounting for investments in associates in consolidated financial statements as specified by the
Companies (Accounting Standard) Rules, 2006.
iii) In case of joint venture, the interest in the assets, liability, income and expense are consolidated using
proportionate consolidation method. Intra group balances, transactions and unrealized profit / losses
are eliminated to the extent of companies proportionate share.
iv) The difference between the cost of investment in the Subsidiaries / Associates over the net assets at
the time of acquisition of the investment in the Subsidiaries / Associates is recognised in the financial
statements as Goodwill or Capital Reserve as the case may be.
v)
Minority Interests share of net profit of consolidated subsidiary for the year is identified and adjusted
against the income of the group in order to arrive at the net income attributable to shareholders of the
company.
vi) Minority Interests share of net assets of consolidated subsidiary is identified and presented in the
consolidated balance sheet separate from liabilities and the equity of the companys shareholders.
vii) Investments made by the parent company in Subsidiary Company subsequent to the holding-subsidiary
relationship coming into existence are eliminated while preparing the consolidated financial
statement.
116
Notes forming part of the Consolidated Financial Statements for the year ended 31st March, 2013
viii) Translation of the financial statements of non integral foreign subsidiaries for incorporation in the
consolidated financial statements have been done using the following exchange rates:
a)
Assets and liabilities have been translated by using the rates prevailing as on the date of the
balance sheet.
b) Income and expense items have been translated by using the average rate of exchange prevailing
during the year, which approximates to the exchange rate prevailing at the transaction date.
c)
ix) Unrealised profits on account of intra group transactions have been accounted for depending upon
whether the transaction is an upstream or downstream transaction.
x)
As far as possible, the consolidated financial statements are prepared using uniform accounting
policies for like transactions and other events in similar circumstances and necessary adjustments
required for deviations if any have been made in the consolidated financial statements.
The list of Companies / firms included in consolidation, relationship with Adani Enterprises Limited and Adani
Enterprises Limiteds shareholding therein is as under: The reporting date for all the entities is 31st March, 2013.
Sr.
No.
Shareholding as at
Country of
Incorporation
Relationship
Mauritius
Subsidiary
100% by AEL
100% by AEL
U.A.E.
Subsidiary
100% by AGL
100% by AGL
Singapore
Subsidiary
100% by AGL
100% by AGL
India
Subsidiary
100% by AEL
100% by AEL
India
Subsidiary
100% by AEL
100% by AEL
India
Subsidiary
100% by AEL
100% by AEL
India
Subsidiary
100% by AEL
100% by AEL
India
Subsidiary
100% by AEL
100% by AEL
India
Subsidiary
100% by AEL
100% by AEL
10
India
Subsidiary
100% by AEL
100% by AEL
11
India
Subsidiary
100% by AEL
100% by AEL
12
India
Subsidiary
100% by AEL
100% by AEL
India
Subsidiary
100% by AEL
100% by AEL
14
India
Subsidiary
100% by AEL
100% by AEL
15
India
Subsidiary
100 % by AEL
100 % by AEL
16
India
Subsidiary
100% by AMPL
100% by AMPL
117
Notes forming part of the Consolidated Financial Statements for the year ended 31st March, 2013
Sr.
No.
Shareholding as at
Country of
Incorporation
Relationship
India
Subsidiary
Australia
Subsidiary
100% by AGPTE
100% by AGPTE
17
18
19
India
Subsidiary
74% by AEL
74% by AEL
20
India
Subsidiary
100% by AMPL
100% by AMPL
21
India
Subsidiary
100% by AMPL
100% by AMPL
22
Australia
Subsidiary
100% by AGPTE
100% by AGPTE
23
India
Subsidiary
100% by AMPL
100% by AMPL
24
India
Subsidiary
100% of AEL
100% of AEL
25
India
Subsidiary
65% by AEL
65% by AEL
26
UAE
Subsidiary
100% AWEL
100% AWEL
27
Singapore
Subsidiary
51% by AGL
51% by AGL
28
India
Subsidiary
100% by CAPTE
100% by CAPTE
29
Singapore
Joint Venture
50% by AGPTE
50% by AGPTE
30
India
LLP
99% by AEL,
1% by APL
31
India
Subsidiary
63.99% by AEL
70.25% by AEL
32
India
Subsidiary
100% by APL
74% by APL
33
India
Subsidiary
100% by APL
100% by APL
34
India
Subsidiary
100% by APL
100% by APL
35
India
Subsidiary
100% by APL
100% by APL
36
India
Subsidiary
100% by APL
UAE
Subsidiary
100% by APL
Singapore
Subsidiary
100% by APL
India
Subsidiary
100% by APL
100% by APL
(Upto 28.02.2013 )
37
38
39
40
Singapore
Subsidiary
100% by AGPTE
100% by APL
41
Singapore
Subsidiary
100% by ASPL
100% by ASPL
42
Singapore
Subsidiary
100% by ASPL
100% by ASPL
43
Panama
Subsidiary
100% by ASPL
100% by ASPL
44
Panama
Subsidiary
100% by ASPL
100% by ASPL
118
Notes forming part of the Consolidated Financial Statements for the year ended 31st March, 2013
Sr.
No.
45
46
47
48
49
50
51
52
53
54
55
56
57
58
59
60
61
62
63
Shareholding as at
Country of
Incorporation
Relationship
India
Subsidiary
India
Subsidiary
100% by AIDPL
India
Subsidiary
60% by AIDPL
India
Subsidiary
60% by AIDPL
India
Subsidiary
100% by AIDPL
India
Subsidiary
100% by AIDPL
India
Subsidiary
100% by AIDPL
India
Subsidiary
100% by AIDPL
India
Subsidiary
100% by AIDPL
India
Subsidiary
100% by AIDPL
India
Subsidiary
100% by AIDPL
India
Subsidiary
100% by AIDPL
India
Subsidiary
100% by AIDPL
India
Subsidiary
100% by AIDPL
India
Subsidiary
100% by AIDPL
India
Subsidiary
100% by AIDPL
India
Subsidiary
100 % by SEMPL
India
Subsidiary
100 % by SEMPL
India
Subsidiary
100% by SEMPL
Notes forming part of the Consolidated Financial Statements for the year ended 31st March, 2013
Sr.
No.
64
Country of
Incorporation
India
Relationship
Shareholding as at
India
LLP
50% by AIDPL
95% by AGPTE,
(Upto 29.06.2012 )
66
Indonesia
Subsidiary
95% by AGPTE,
5 % by AGL
5 % by AGL
67
Indonesia
Subsidiary
95% by AGPTE,
95% by AGPTE,
5 % by AGL
5 % by AGL
(PT AGCT)
68
Indonesia
Subsidiary
69
Indonesia
Subsidiary
70
Indonesia
Subsidiary
71
Indonesia
Subsidiary
72
Indonesia
Subsidiary
73
74
75
76
77
Indonesia
Indonesia
Indonesia
Subsidiary
Subsidiary
Subsidiary
75% by PTCI,
75% by PTCI,
25% by PTSJ
25% by PTSJ
75% by PTCI,
75% by PTCI,
25% by PTMC
25% by PTMC
75% by PTSB,
75% by PTSB,
25% by PTER
25% by PTER
75% by PTSB,
75% by PTSB,
25% by PTER
25% by PTER
Indonesia
Subsidiary
75% by PTSDU,
Indonesia
Subsidiary
75% by PTSDU,
(Upto 14.09.2012 )
25% by PTSJ
(Upto 24.09.2012 )
78
79
80
25% by PTSJ
Indonesia
Indonesia
Indonesia
Subsidiary
Subsidiary
Subsidiary
75% by PTSDU,
75% by PTSDU,
25% by PTSJ
25% by PTSJ
75% by PTSDU,
75% by PTSDU,
25% by PTSJ
25% by PTSJ
87% by PTSDU,
10% by PDPT,
1% by PTHM,
1% by PTSHB,
1% by PTKPS
120
Notes forming part of the Consolidated Financial Statements for the year ended 31st March, 2013
Sr.
No.
81
82
83
Country of
Incorporation
Indonesia
Indonesia
Indonesia
Relationship
Shareholding as at
Subsidiary
25% by PTSJ
25% by PTSJ
75% by PTNAB,
75% by PTNAB,
25% by PTNLS
25% by PTNLS
84
Indonesia
Subsidiary
(Upto 14.09.2012 )
85
25% by PTSJ
Indonesia
Subsidiary
(Upto 18.09.2012 )
86
87
89
75% by PTSDU,
25% by PTSJ
Indonesia
Indonesia
Subsidiary
Subsidiary
(PT TSB)
88
75% by PTSDU,
75% by PTSDU,
75% by PTSDU,
25% by PTSJ
25% by PTSJ
75% by PTSDU,
75% by PTSDU,
25% by PTSJ
25% by PTSJ
Indonesia
Subsidiary
98% by PTAGL
98% by PTAGL
India
Subsidiary
77.49% by AEL
77.49% by AEL
India
5.57% by ALL
5.57% by ALL,
7.39% by AEL
7.39% by AEL,
91
India
Subsidiary
92
India
Subsidiary
93
India
Subsidiary
100% by APSEZL
(Upto 20.10.2012 )
94
India
Subsidiary
95
India
Subsidiary
India
Subsidiary
74% by APSEZL,
74% by APSEZL,
26% by AEL
26% by AEL
(MIAPL)
96
97
India
Subsidiary
(AHPPL).
121
Notes forming part of the Consolidated Financial Statements for the year ended 31st March, 2013
Sr.
No.
98
Shareholding as at
Country of
Incorporation
Relationship
India
Subsidiary
(APDPPL)
99
India
Subsidiary
100
India
Subsidiary
100% by AHPPL
India
Subsidiary
100% by AHPPL
(HRIPL)
101
102
India
1% by AEL#
Australia
Subsidiary
100% by
AAPTHPTY
Australia
Subsidiary
100% by APSEZL
Australia
Subsidiary
100% by MPPTY
Australia
Subsidiary
100% by APSEZL
India
Subsidiary
51% by APSEZL,
51% by APSEZL,
49% by AEL
49% by AEL
(Upto 30.03.2013)
105
106
107
108
109
India
Subsidiary
Australia
Subsidiary
100% MPPTY
India
Subsidiary
100% by APSEZL
Australia
Subsidiary
100% by AMPTY
Australia
Subsidiary
100% by GTHPL
Australia
Subsidiary
100% by GTPL
India
Joint Venture
49% by AEL
49% by AEL
(Upto 30.03.2013)
110
111
112
113
114
122
Notes forming part of the Consolidated Financial Statements for the year ended 31st March, 2013
Sr.
No.
Country of
Incorporation
Relationship
Shareholding as at
115
India
116
India
JointVenture
100% by AWL
India
JointVenture
50% by AWL
50% by AWL
118
India
JointVenture
100% by AWL
100% by AWL
119
India
JointVenture
50% by AAFL
50% by AAFL
120
India
JointVenture
100% by AWL
India
JointVenture
100% by AWL
75% by AOFL
India
JointVenture
50% by AWL
50% by AOFL
India
JointVenture
50% by AWL
50% by AOFL
India
JointVenture
50% by AWL
50% by AOFL
India
JointVenture
100% by AWL
100% by AWL
India
JointVenture
50% by AWL
50% by AWL
India
JointVenture
50% by AWL
50% by AWL
122
123
124
125
126
127
123
Notes forming part of the Consolidated Financial Statements for the year ended 31st March, 2013
b) Basis of Preparation of Financial Statement
The financial statements of the Company have been prepared and presented in accordance with the Generally
Accepted Accounting Principles in India (Indian GAAP) under historical cost convention on an accrual basis.
The Company has prepared these financial statements to comply in all material respects with the Accounting
Standards notified under the Companies (Accounting Standard) Rules, 2006 (as amended) and the relevant
provisions of the Companies Act, 1956. The accounting policies adopted in the preparation of the financial
statements are consistent with those of previous year.
Most of the accounting policies of the Reporting Company and those of its Subsidiaries, Joint Venture and
Associates are similar. However, since certain Subsidiaries/ Joint Venture/ Associates are in businesses that are
distinct from that of the Reporting Company and function in different regulatory environments, certain
accounting policies may differ. The accounting policies of all the Companies are in line with Generally Accepted
Accounting Principles.
c) Use of Estimates
The preparation of the financial statements in conformity with Indian GAAP requires the management to make
judgement, estimates and assumptions that affect the reported amounts of assets and liabilities and
disclosures of contingent liabilities on the date of the financial statements and reported amounts of revenues
and expenses for the year. Although these estimates are based on Managements best knowledge of current
events and actions, uncertainty about these assumptions and estimates could result in the outcomes different
from the estimates.
Estimates and underlying assumptions are reviewed on an ongoing basis. Any revision to accounting estimates
is recognized prospectively in the current and future periods.
d) Current & Non-Current Classification
All the assets and liabilities have been classified as current or non-current as per the respective company's
normal operating cycle and other criteria set out in Revised Schedule VI to the Companies Act, 1956. Based on
the nature of activities and time between the activities performed and their subsequent realisation in cash or
cash equivalents, the respective companies have ascertained their operating cycle for the purpose of current /
non-current classification of assets and liabilities and the same is consolidated on a line-by-line basis.
e) Inventories
i)
ii)
Cost of inventories have been computed to include all costs of purchases, cost of conversion and other
costs incurred in bringing the inventories to their present location and condition.
iii) The basis of determining cost for various categories of inventories are as follows:
Raw material
Net realizable value is the estimated selling price in the ordinary course of business, less estimated cost of
completion and estimated cost necessary to make the sale.
f) Cash Flow Statement
i)
124
Notes forming part of the Consolidated Financial Statements for the year ended 31st March, 2013
ii) Cash Flow Statement
Cash flows are reported using the indirect method, whereby profit / (loss) before extraordinary items and tax is
adjusted for the effects of transactions of non-cash nature and any deferrals or accruals of past or future cash
receipts or payments. The cash flows from regular revenue generating, financing and investing activities of the
company are segregated.
g) Material Events
Material events occurring after the balance sheet date are taken into cognizance.
h) Prior Period and Exceptional Items
i)
All identifiable items of Income and Expenditure pertaining to prior period are accounted through Prior
Period items.
ii) Exceptional items are generally non-recurring items of income and expense within profit or loss from
ordinary activities, which are of such size, nature or incidence that their disclosure is relevant to explain the
performance of the Company for the year.
i)
Depreciation
Depreciation on Fixed Assets is provided on straight-line method at rates and in the manner specified in
Schedule XIV to the Companies Act, 1956 read with the relevant circulars issued by the Ministry of
Corporate Affairs except in the case of few subsidiaries, whereby Depreciation on certain industry specific
assets have been provided based on the useful life of the respective assets as determined by the
management.
ii) Depreciation in respect of tangible assets for power generation projects is provided on straight line method
considering the rates provided in Appendix III of the Regulation issued by the Central Electricity Regulatory
Commission (CERC) dated 19th January, 2009 or rates prescribed under schedule XIV of the Companies
Act, 1956 whichever is higher. The following categories of the assets have higher rates as per aforesaid
CERC Regulation as compared to the rates mentioned in Schedule XIV to the Companies Act, 1956.
Land (Leasehold)
3.34%
Building
3.34%
5.28%
iii) Depreciation on Leasehold improvements is provided per estimated useful life amortised over the balance
of the lease period.
iv) Individual assets costing less than ` 5,000/- are fully depreciated in the year of purchase.
B Depreciation on Intangible Assets
i)
Intangible Assets in the form of Software which are an integral part of Computer Systems are amortised at
the same rate as that of Computer Systems.
125
Notes forming part of the Consolidated Financial Statements for the year ended 31st March, 2013
ii) Intangible assets are amortized on straight line basis over their estimated useful lives as follows:
Intangible Assets
Leasehold Land Right to Use
Revenue Recognition
Revenue is recognised when consideration can be reasonably measured and there exists reasonable certainty
of its recovery.
i)
Sales of goods are recognised when the significant risk and rewards of ownership of the goods have
been passed to the customer and net of Value added tax and return.
ii)
Income from services rendered is accounted for when the work is performed.
iii) Dividend income from investments and interest income from mutual funds is recognised when the
Company's right to receive payment is established.
iv) Interest income is recognised on time proportion basis taking into account the amount outstanding
and the rate applicable.
v)
vi) Export benefits under various scheme announced by the Central Government under Exim policies are
accounted for on accrual basis to the extent considered receivable, depending on the certainty of
receipt.
k) Government Grants and Subsidies
In accordance with the Accounting Standard 12 Accounting for Government Grants, grants in the nature of
capital subsidy are credited to the Government grants & Subsidies and shown under the head Reserves &
Surplus.
l)
Goodwill
On the acquisition of an undertaking, the difference between the purchase consideration and the value of the
net assets acquired is recognised as Goodwill.
Goodwill which has a limited useful economic life is amortised over a period of its estimated useful life on
straight line basis.
m) Fixed Assets
1
126
Fixed assets are stated at cost of acquisition or construction. They are stated at historical cost less
accumulated depreciation and impairment losses, if any. Cost comprises the purchase price and any
Notes forming part of the Consolidated Financial Statements for the year ended 31st March, 2013
attributable cost of bringing the asset to its working condition for its intended use. Borrowing cost
relating to acquisition / construction of fixed assets which take substantial period of time to get ready
for its intended use are also included to the extent they relate to the period till such assets are ready to
be put to use.
ii)
Expenditure on account of modification/alteration in plant and machinery, which increases the future
benefit from the existing asset beyond its previous assessed standard of performance, is capitalized.
iii) Any capital expenditure in respect of assets, the ownership of which would not vest with the Company,
is charged off to revenue in the year of incurrence.
iv) In line with Notification No. G.S.R. 225(E) dated March, 2009 (further amended by notification no.
G.S.R. 378(E) dated 11.05.2011) issued by the Ministry of Corporate Affairs, Government of India, the
company has opted for adjusting the exchange difference, arising on long term foreign currency
monetary items relating to acquisition of depreciable capital assets to the cost of capital and, to
depreciate over the balance useful life of the assets.
v)
Expenditure related to and incurred during implementation of capital projects is included under
Capital Work in Progress or Project Development Expenditure as the case may be. The same is
allocated to the respective fixed assets on completion of construction/ erection of the capital project/
fixed assets.
Intangible assets
Intangible assets are stated at cost of acquisition/ cost incurred less accumulated depreciation.
127
Notes forming part of the Consolidated Financial Statements for the year ended 31st March, 2013
o) Investments
i)
Investments that are readily realisable and intended to be held for not more than a year are classified as
current investments. All other investments are classified as long term investments.
ii) Long-term investments are stated at cost. Provision for diminution in the value of long-term investments is
made only if such a decline is other than temporary in the opinion of the management.
iii) Current investments are carried at the lower of cost and quoted/fair value, computed category wise.
p) Employee Benefits
Short Term Employee Benefits
Short-term employees benefits are recognised as an expense at the undiscounted amount in the Statement of
Profit and Loss of the year in which the related service is rendered.
Post Employment Benefits
i)
Notes forming part of the Consolidated Financial Statements for the year ended 31st March, 2013
If there is no reasonable certainty that the Company will obtain the ownership by the end of the lease term,
capitalized leased assets are depreciated over the shorter of the estimated useful life of the asset or the lease
term.
The Companys significant leasing arrangements are in respect of operating leases for premises (residential,
office, stores, godowns, etc.) and land. The aggregate lease rental payable are charged as rent including lease
rentals.
Where the Company is the lessor
Assets subject to operating leases are included in fixed assets. Lease income is recognised in the Profit and Loss
Account on a straight-line basis over the lease term. Costs, including depreciation are recognised as an expense
in the Statement of Profit and Loss. Initial direct costs such as legal costs, brokerage costs, etc. are recognised
immediately in the Statement of Profit and Loss.
t) Earning Per Share
The Company reports basic and diluted earnings per share (EPS) in accordance with the Accounting Standard
20 as specified in the Companies (Accounting Standard) Rules 2006 (as amended). The Basic EPS has been
computed by dividing the income available to equity shareholders by the weighted average number of equity
shares outstanding during the accounting year. The Diluted EPS has been computed using the weighted
average number of equity shares and dilutive potential equity shares outstanding at the end of the year.
u) Taxes on Income
i)
Current Taxation
Provision for taxation including wealth tax has been made in accordance with the direct tax laws prevailing
for the relevant assessment years.
The current tax charge for the Company includes Minimum Alternative Tax (MAT) determined under section
115JB of the Income Tax Act, 1961.
The carrying amount of assets, other than inventories, is reviewed at each balance sheet date to determine
whether there is any indication of impairment. If any such indication exists, the assets recoverable amount
is estimated.
ii) The impairment loss is recognised whenever the carrying amount of an asset or its cash generation unit
exceeds its recoverable amount. The recoverable amount is the greater of the assets net selling price and
value in the uses which is determined based on the estimated future cash flow discounted to their present
values. All impairment losses are recognised in the Statement of Profit and Loss.
iii) An impairment loss is reversed if there has been a change in the estimates used to determine the
recoverable amount and is recognised in the Statement of Profit and Loss.
129
Notes forming part of the Consolidated Financial Statements for the year ended 31st March, 2013
w)
x) Expenditure
Expenses are net of taxes recoverable, where applicable.
y) Derivative Instruments
As per the Institute of Chartered Accountants of India (ICAI) Announcement, accounting for derivative
contracts, derivative contract other than those covered under AS 11, as specified in the Companies
(Accounting Standard) Rules 2006 (as amended), The effects of Changes in the Foreign exchange rates, are
marked to market on a portfolio basis, and the net loss after considering the offsetting effect on the underlying
hedge item is charged to the income statement. Net gains are ignored.
z) Accounting for Claims
i)
Claims received are accounted at the time of lodgement depending on the certainty of receipt and claims
payable are accounted at the time of acceptance.
ii) Claims raised by Government authorities regarding taxes and duties, which are disputed by the Company,
are accounted based on legality of each claim. Adjustments, if any, are made in the year in which disputes
are finally settled.
aa) Proposed Dividend
Dividend proposed by the Directors is provided for in the books of account pending approval by the members at
the ensuing Annual General Meeting.
ab) Doubtful Debts/Advances
Provision is made in the accounts for Debts/Advances which in the opinion of the management are considered
doubtful of recovery.
ac) Service Tax Input Credit
Service tax input credit is accounted for in the books in the period in which the underlying service received is
accounted and when there is no uncertainty in availing / utilising the credits.
ad) OTHER SIGNIFICANT ACCOUNTING POLICIES
These are set out in the notes to accounts under Summary of Significant Accounting Policies of the financial
statements of the respective Companies AGL, AGFZE, AGPTE, PT AG, ASPL, RS PTE, VS PTE, AAFL, AALL, APL,
APML, APRL, APPL, APDL, KPGL, MGPL, PT AGCT, AENL, AGASL, MEGPTCL, AIIL, AMPL, PKCL, AWEL, MIPL,
NGPL, PTCI, PTMC, PTSB, PTER, PTSDU, PTSJ, PTNAB, PTNLS, PTGPP, PTHM, PTKPS, PTLIM, PTMNM, PTSHB,
PTTSB, SRCPL, AMPTY, ASIPL, MLNGL, APSEZL, MSTAPL, KAPL, MUPL, ALL, MIAPL, AMPTPL, AHPPL, APDPPL,
HIPL, HRIPL, PTAS, CCPL, CAPL, CA PTE, AWPTE, AWL, VPPL, KOFPL, VAIPL, KHFPL, KFPIPL, GVAPL, KTVOFPL,
SAPL, SPPL, ARPL, AMRLPTY, ACMPL, RCL, AWELGL, AANMINC, AASMINC, AVCTL, AICTPL, AKBTPL,
ADIPOLPL, AWNAPL, AWSPL, GTHPL, GTPL, CSPGCLAEL
130
Notes forming part of the Consolidated Financial Statements for the year ended 31st March, 2013
(` in Crores)
As at
31st March, 2013
Particulars
3
As at
31st March, 2012
SHARE CAPITAL
AUTHORISED
3,20,82,00,000 (31st March, 2012: 3,20,82,00,000)
320.82
320.82
4.50
4.50
325.32
325.32
109.98
109.98
109.98
109.98
1099810083
109.98 1099810083
1099810083
109.98
109.98 1099810083
109.98
Nos.
Nos.
248015675
248015675
464899087
464899087
712914762
712914762
131
Notes forming part of the Consolidated Financial Statements for the year ended 31st March, 2013
(d) Details of shareholders holding more than 5% shares in the company
Equity shares
% Holding
Nos.
% Holding
621197910
56.48%
621197910
56.48%
83089065
7.55%
100328829
9.12%
90749100
8.25%
90941484
8.27%
795036075
72.29%
812468223
73.87%
(` in Crores)
Particulars
609.75
194.15
10.18
369.26
112.54
127.95
814.08
10,697.76
(215.99)
609.75
10,697.76
-
10,481.77
4.3 DEBENTURE REDEMPTION RESERVE
As per last Balance Sheet
Add : Amount received during the year
Less : Amount Transferred to General Reserve
7.27
53.55
(10.18)
10,697.76
70.00
65.22
(127.95)
50.64
4.4 OTHER CAPITAL REDEMPTION RESERVE
As per last Balance Sheet
Add : Amount received during the year
0.22
0.11
7.27
0.11
0.11
0.33
0.22
19.33
-
14.61
4 .72
19.33
6.30
0.48
(3.54)
6.52
(0.22)
3.24
132
19.33
6.30
Notes forming part of the Consolidated Financial Statements for the year ended 31st March, 2013
(` in Crores)
Particulars
(c)
4.6
4.7
HEDGE RESERVE
4.8
4.9
AMALGAMATION RESERVE
As per last Balance Sheet
Add : On Account of Amalgamation
230.24
2,107.89
2,118.01
(5.85)
(77.21)
752.85
264.81
36.98
36.98
4.10
(17.97)
(52.54)
23.70
(25.57)
7.60
(46.81)
4.11
(17.97)
5,733.60
1,612.98
(13.45)
4,225.35
1,839.21
(0.22)
-
7,333.13
6,064.34
(153.97)
(34.93)
7.56
(194.15)
(53.55)
(0.11)
(109.98)
(35.47)
(7.55)
(141.22)
(36.41)
(0.11)
6,903.97
5,733.60
21,348.66
19,361.87
989.00
133
Notes forming part of the Consolidated Financial Statements for the year ended 31st March, 2013
(` in Crores)
Particulars
134
300.00
704.00
28,532.75
3,903.47
28,590.91
1,969.44
13,664.93
0.31
16,005.53
0.24
115.98
101.28
153.55
48,465.27
384.86
48,850.13
758.59
222.11
30.91
1,171.37
48,749.10
145.20
48,894.30
48,215.66
634.47
48,850.13
46,707.68
2,186.62
48,894.30
Notes forming part of the Consolidated Financial Statements for the year ended 31st March, 2013
(` in Crores)
Particulars
(d)
(e)
1,968.21
109.17
2,077.38
2,351.34
119.79
2,471.13
15.66
5.90
6.52
6.17
172.61
206.86
1,870.51
12.39
5.89
22.08
4.64
135.45
180.44
2,290.68
1,918.64
48.13
1,870.51
2,304.24
13.56
2,290.68
135
Notes forming part of the Consolidated Financial Statements for the year ended 31st March, 2013
(` in Crores)
Particulars
136
1,252.53
341.16
23.05
167.88
1,558.66
287.32
28.25
5.15
144.55
529.59
1.80
2,316.01
11.47
2,327.48
547.96
13.43
2,585.32
5.72
2,591.04
8.41
16.47
109.55
288.34
422.77
2.02
424.79
1.50
10.16
136.04
215.16
362.86
3.35
366.21
3,416.06
1,622.35
4,106.77
5,344.37
3,077.44
406.39
1,026.74
250.00
144.00
1,434.36
10,970.95
1,941.20
12,912.15
2,727.49
200.00
1,690.92
254.28
131.00
14,861.22
1,475.34
16,336.56
Notes forming part of the Consolidated Financial Statements for the year ended 31st March, 2013
(` in Crores)
Particulars
9,976.58
2,935.57
12,912.15
11,240.80
5,095.76
16,336.56
470.24
337.95
0.20
4,386.82
4,857.26
1,299.32
6,156.58
0.25
2,950.27
3,288.47
1,227.24
4,515.71
56.00
425.00
46.30
6,435.98
3,382.52
125.00
692.73
116.41
137
Notes forming part of the Consolidated Financial Statements for the year ended 31st March, 2013
(` in Crores)
Particulars
- Trust Receipts
- Vehicle Loans
- Land Lease
- Interest accrued but not due on Borrowings
Unpaid Dividends
- Equity Shares
- Preference Shares
(31st March, 2013: ` 2000, 31st March, 2012: ` 2,000)
- Share Application Money Refundable
- Advance from customers
- Capital creditors and other payables
- Interest Free Deposits from Customers & Others
- Retention Money
- Statutory Current Liabilities
(Including TDS, VAT, PF and others)
- Income Received in Advance
- Obligations Under Lease Land
Share in Joint Venture
Notes:
(a) Debentures include Secured Non-Convertible Redeemable
Debentures amounting to ` Nil (Previous Year ` 425.00
Crores) are secured by first Pari-passu charge on all the
immovable and movable assets of Container Terminal - II,
Terminal -II and Multipurpose Terminal (MPT). Redeemable
at par on 30th December, 2012
(b) Debentures include Secured Non-Convertible Redeemable
Debentures aggregating to ` NIL (Previous Year ` 46.30
Crores ) are secured by exclusive mortgage and charge on
entire Single Point Mooring (SPM) facilities at Mundra and
the first charge over receivables from Indian Oil Corporation
Limited.Redeemable at par in 12 equated quarterly
instalments commencing from November, 2009.
12 SHORT TERM PROVISIONS
Provision for employee benefits
Provision for gratuity
Provision for leave encashment
Provision for Bonus
Proposed Dividend on Equity Shares (Note (a))
Proposed Dividend on Preference Shares (Note (b))
138
50.00
0.18
31.39
303.92
31.39
246.40
1.16
0.00
1.09
0.00
1.41
575.76
2,264.68
35.10
3,059.63
1.30
65.03
1,934.72
15.23
1,794.93
86.94
33.57
6.87
13,760.32
332.10
14,092.42
92.61
25.34
6.81
8,185.09
223.43
8,408.52
10.88
4.13
199.08
-
12.14
6.02
3.28
141.54
0.00
Notes forming part of the Consolidated Financial Statements for the year ended 31st March, 2013
(` in Crores)
Particulars
60.22
40.60
100.46
11.79
481.03
867.59
16.13
883.72
72.24
12.87
327.30
615.99
12.52
628.51
Notes:
(a) Not due for deposit to Investor Education and Protection Fund.
(b) Figures being nullified on conversion to ` in crore.
(c)
Description
Operational Claims
Opening Balance
12.87
(11.68)
(` in Crores)
Additions during
the year
Utilization during
the year
Closing Balance
6.36
(1.75)
7.44
(0.55)
11.79
(12.87)
Note: Operational Claims are the expected claims against outstanding receivables made/to be made by the
customers towards shortages of stock, handling loss, damages to the cargo, storage and other disputes. The
probability and the timing of the outflow / adjustment with regard to above depends on the ultimate settlement
/ conclusion with the respective customer.
139
140
FIXED ASSETS
As at
01-04-2012
Additions
Deductions/
Adjustments
1.85
-
23.35
112.58
97.44
8.04
50.00
2,972.91
-
104.04
1.48
105.52
3,150.21
1,795.84
4.41
28.69
42.47
1.05
11.25
7.87
8.30
192.78
5.16
8.59
1,502.88
32.23
15.35
1.15
38.83
18.73
34.10
59.10
90.31
87.80
43.13
220.17
144.23
0.12
27.06
314.39
2,902.35
142.33
3,044.68
66.25
As at
01-04-2012
37.49
0.24
37.73
2,424.08
1,356.32
0.17
5.60
4.50
13.50
0.68
2.50
0.02
10.53
150.95
2.64
1,683.19
7.25
4.98
0.15
18.36
9.10
11.75
50.53
57.66
19.89
33.62
138.78
39.79
0.03
7.95
122.98
2,370.70
15.65
2,386.35
11.10
During the
year
38.67
38.67
550.19
12.68
10.39
0.68
8.07
19.54
111.18
5.26
0.03
264.86
0.77
0.32
1.04
1.24
2.23
14.26
0.28
0.12
0.51
107.78
510.24
1.27
511.51
0.36
Deductions/
adjustments
1.33
1.33
18.53
10.73
0.38
0.00
0.02
0.00
0.00
0.22
0.71
3.39
0.10
(0.00)
6.75
0.12
0.06
0.10
0.09
2.23
(0.37)
3.79
16.27
0.92
17.20
0.01
Foreign
Exchange
Translation
Depreciation/Amortization/Impairment
1,254.76
740.68
1,175.60
535.41
As at
31-03-2012
Net Block
As at
31-03-2013
23.18
79.39
42.14
6.31
36.25
2,972.87
-
22.05
83.88
43.18
6.50
38.75
118.55
144.63
104.19
3,160.14
457.54
1.71
0.51
0.47
105.91
3,160.65
458.01
5,042.62 48,677.63 36,746.42
3,150.21 36,746.42
0.17
33.20
55.31
1.73
13.75
0.04
-
235.93 2,608.89
4,130.95
20.60
11.20
35.52
35.77
2,927.96 32,467.72 22,632.18
38.84
56.51
51.01
20.08
58.52
49.66
0.26
3.83
4.28
56.05
77.85
59.67
25.69
61.73
58.03
45.85
300.49
159.78
97.60
1,527.17
856.12
147.69
813.36
495.50
107.56
401.51
272.02
75.87
102.46
126.87
254.96
1,870.89
3,510.94
184.02
1,159.11
728.99
0.14
0.43
0.46
35.02
132.46
122.97
437.36
1,105.13
729.38
4,779.08 44,779.04 35,756.18
157.63
737.94
532.23
4,936.71 45,516.98 36,288.41
77.00
As at
31-03-2013
(` in Crores)
Notes:
(a) Plant and Machinery
Plant and Machinery includes cost of Water Pipeline amounting to ` 6.65 crore (Gross) (Previous Year ` 6.65 crore), accumulated depreciation ` 2.57 crore (Previous Year ` 2.25 crore) which is
constructed on land owned by the government.
(b) Buildings
i)
Office premises of ` 3.75 Crores, includes ` 2.32 Crores of unquoted Shares (160 equity shares of A type and 1,280 equity shares of B type of ` 100 each fully paid-up) in Ruparelia Theatres P. Ltd. By
virtue of Investment in shares, the Company is enjoying rights in the leasehold land and ` 1.44 Crores, towards construction contribution and exclusive use of terrace and allotted parking space.
ii)
Buildings includes 516 flats valuing ` 99.29 crore (Previous Year ` 82.19 crore) at Samudra Township, Mundra, which are pending to be registered in the name of Company. Further an advance of `
45.79 crore (Previous year ` 24.88 crore) is also paid to purchase additional Flats.
(c) Others
i)
Freehold Land includes land development cost of ` 10.20 crore (Previous Year ` 10.20 crore)
ii)
As a part of concession agreement for development of port and related infrastructure at Mundra the Company has been allotted land on lease basis by Gujarat Maritime Board (GMB) which the
Company has recorded as Right of use in the GMB Land at present value of future annual lease payments in the books.
iii) Land development cost on leasehold land includes costs incurred towards reclaimed land of ` 110.14 crore (Previous Year ` 35.37 crore). This has been estimated by the management, out of the
dredging activities which is not materially different from the actual cost.
iv) Deduction on sold represent assets sold on divestment of Abbot Point Port Assets in Australia and Real Estate business including cost capitalised during the year.
v)
Additions during the year includes ` 2792.36 Crores ( Previous Year ` 1010.18 Crores ) capitalised /allocated from Project Development Expendute Account on commissioning of the Power projects
3,264.33
2.23
- 3,266.56
3,780.94 53,720.25
2,63.46 38,896.63
52.66
0.00
52.66
860.42
936.28
1,254.76
817.68
122.34
2,844.82
46.73
3,356.02 35,395.68
95.35
78.60
4.09
2.46
133.90
(0.00)
87.42
4.24
346.34
1,624.77
20.90
961.06
29.79
509.08
178.33
98.36
2,125.85
60.27
1,343.13
0.57
167.48
75.33
1,542.50
3,771.31 49,558.12
9.63
895.57
3,780.94 50,453.69
1.61
0.14
39.95
10.71
182.88
1.52
(0.00)
374.76
0.17
0.13
0.48
0.25
53.52
1.11
165.17
0.00
806.69
1.07
807.76
25.36
1.35
Adj for
As at
Foreign
Borrowing
31-03-2013
Exchange
cost and forex
Translation
GROSS BLOCK
Tangible Assets
Land
Freehold
1,175.60
54.84
1.05
Leasehold
601.66
234.80
21.73
Building
Freehold
4,323.73
883.46 2,667.60
Building- Lease hold
25.76
27.28
Electrical Fittings & Installations
44.36
2.53
0.15
Plant & Machinery
24,135.06 13,161.40
5,631.55
Furniture & Fixtures
83.24
14.68
2.74
Office Equipments
65.01
14.71
1.25
Leasehold Improvements
5.43
0.36
1.70
Computer Equipment
98.49
35.17
2.70
Vehicles
76.76
16.16
5.76
Air - Craft
193.88
148.22
Ships
915.22
973.83
317.80
Tugs and Boats
585.82
355.01
0.67
Railway Tracks and Sidings
359.82
120.14
0.67
Mining Equipments
169.99
9.35
2.11
Marine Structures
3,731.12
521.05 2,389.84
Dredged Channels
873.22
409.64
Stores Eqiupment
0.57
0.00
Wagons
150.03
17.45
Project Assets APSEZ
1,043.76
423.40
TOTAL
38,658.54 17,396.18 11,074.60
Share in Joint Venture
674.56
212.63
2.32
TOTAL TANGIBLE ASSETS
39,333.10 17,608.81 11,076.92
Intangible Assets
Goodwill
112.57
Software
85.65
13.48
1.83
Right of Use of Leased Land
7.56
1.00
0.51
License Fees - Indian Railways
50.00
Other Intangible Assets
126.42
2,936.43
129.88
User Agreement and customer
152.93
163.65
relationships
Right for the expansion of
26.46
28.31
existing assets
Right of use to develop and
23.35
operate the port facilities
TOTAL
561.59
2,974.25
324.18
Share in Joint Venture
1.95
0.28
TOTAL INTANGIBLE ASSETS
563.54
2,974.53
324.18
Total
39,896.63 20,583.35 11,401.10
31st March, 2012
19,114.74 17,837.08
54.93
Particulars
13
Notes forming part of the Consolidated Financial Statements for the year ended 31st March, 2013
Notes forming part of the Consolidated Financial Statements for the year ended 31st March, 2013
(` in Crores)
Particulars
14 CAPITAL WORK-IN-PROGRESS
Capital Work in Progress
Project Development Expenditure
Capital Inventories
Exploration and Evaluations Assets
Share in Joint Venture
As at 31stMarch, 2012
17,925.24
2,484.29
4,223.66
4,432.20
29,065.39
183.05
29,248.44
30,290.85
3,247.10
368.20
3,185.62
37,091.77
128.95
37,220.72
0 .00
3 .00
0.15
0.15
0.02
40.00
40.00
17.34
10.00
18.06
18.06
1.10
1.10
0.13
0.13
0.44
0.44
141
Notes forming part of the Consolidated Financial Statements for the year ended 31st March, 2013
(` in Crores)
Particulars
0.00
0.00
2.53
2.53
9.68
9.05
- Quoted investments
- Unquoted investments
Market value of
- Quoted investements
Aggregrate provision for diminution in value of investments
* C.Y. Joint venture entity
142
32.11
(4.00)
349.85
(0.96)
28.11
348.89
0.05
0.05
1.25
1.25
0.00
0.00
0.01
0.01
( 0.01)
(0.01)
-
10.00
10.00
0.06
0.05
131.90
0.01
131.91
10.00
121.91
10.00
0.01
441.73
0.01
441.74
10.00
431.74
10.00
0.01
Notes forming part of the Consolidated Financial Statements for the year ended 31st March, 2013
(` in Crores)
Particulars
III
1
2,859.69
341.76
159.66
770.01
101.33
29.83
89.57
747.65
9.69
137.69
9.83
5,256.71
43.54
5,300.25
2,788.29
307.81
23.21
331.56
145.52
138.60
563.58
326.24
8.78
113.57
4.02
4,751.18
60.29
4,811.47
73.99
0.03
164.24
91.78
37.85
456.82
219.70
193.24
2.05
653.25
20.06
673.31
320.93
103.06
0.04
1,010.48
7.33
1,017.79
11.01
(1.47)
-
9.54
0.54
39.51
143
Notes forming part of the Consolidated Financial Statements for the year ended 31st March, 2013
(` in Crores)
Particulars
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
144
5.00
75.50
24.50
12.36
20.00
0.24
2.14
0.66
0.66
5.00
5.00
18.00
16.00
0.25
4.00
1.64
24.83
5.00
9.00
5.00
3.73
Notes forming part of the Consolidated Financial Statements for the year ended 31st March, 2013
(` in Crores)
Particulars
II
- Quoted Investments
- Unquoted Investments
Market value of
- Quoted investement
Aggregrate provision for Diminution in value of Investments
19 INVENTORIES (Valued at lower of cost and net realizable
value)
Raw-materials
Finished goods/Stock in process
Stores and spares
Project materials held for sale
Share in Joint Venture
3.41
191.11
191.11
191.11
-
100.40
100.40
9.54
90.86
9.54
1.47
1,411.15
937.58
436.93
3.30
2,788.96
944.39
3,733.35
835.10
3,314.78
149.48
7.70
4,307.06
907.72
5,214.78
1,015.55
30.07
1,045.62
(30.07)
1,015.55
648.08
26.14
674.19
(26.14)
648.05
7,593.95
7,593.95
7,593.95
8,042.08
8,042.08
8,042.08
8,609.50
400.94
9,010.44
8,690.13
699.31
9,389.44
20 TRADE RECEIVABLES
Receivables outstanding for a period exceeding six months
from the date they are due for payment
Unsecured, considered good
Doubtful
Provision for doubtful receivables
(A)
Receivables outstanding for a period less than six months
from the date they are due for payment
Unsecured, considered good
Doubtful
Provision for doubtful receivables
(B)
Total
Share in Joint Venture
(A+B)
145
Notes forming part of the Consolidated Financial Statements for the year ended 31st March, 2013
(` in Crores)
Particulars
21
1,126.41
1,031.72
0.94
1.43
2,160.50
1 ,200.43
170.56
25.50
3.60
1,400.09
1.17
1.27
1.08
1.30
1,587.13
1,676.12
3,100.20
270.36
266.60
7.47
5,700.26
1,373.97
7,074.23
418.88
500.12
5,692.03
821.88
6,513.91
2,860.84
184.03
48.54
1,820.58
352.69
37.34
146
1,748.25
(18.77)
839.32
(19.04)
1,729.48
19.54
188.56
305.72
0.88
5,337.59
173.32
5,510.91
820.28
4.31
155.05
81.60
19.16
3,291.01
201.23
3,492.24
Notes forming part of the Consolidated Financial Statements for the year ended 31st March, 2013
(` in Crores)
Particulars
23
85.44
83.57
719.66
58.56
23.02
1,335.64
2,305.89
197.51
2,503.40
73.85
19.05
697.15
107.80
30.07
927.92
95.02
1,022.94
(` in Crores)
Particulars
24 REVENUE FROM OPERATIONS
Sale of Products
Less :- Excise Duty
Sale of Services
Other Operating Revenue
Export Incentive
Insurance claim Received
Profit from Partnership Firm
Profit on Sale of Development Rights
Infrastructure Development Income
Other Operating income
Share in Joint Venture
25
32,236.26
(81.00)
27,875.09
(60.47)
32,155.26
4,574.39
27,814.62
3,350.04
0.11
4.12
0.64
4.48
61.26
22.95
36,823.21
9,639.20
46,462.41
0.36
7.35
0.74
31.44
31.86
31,236.41
8,119.22
39,355.63
120.54
439.06
0.75
392.69
5.00
3.90
15.27
135.27
2 .12
0.26
9.58
0.57
OTHER INCOME
Interest income
- Current Investments
- Banks and others
Dividend Income
- Non Current Investments
- Current Investments
Gain on Foreign Exchange Variation (net)
Profit on Sale of Investments
147
Notes forming part of the Consolidated Financial Statements for the year ended 31st March, 2013
(` in Crores)
Particulars
Income from Mutual Fund
Profit on Sale of Assets
Bad Debt Recovery
Other Miscellaneous Income
Liabilities no longer required written back
Sale of Scrap
Share in Joint Venture
26 COST OF MATERIALS CONSUMED
Raw material consumed
Opening Stock
Add : Purchases during the year
(Including Incidental Expenses)
Less : Closing Stock
Share in Joint Venture
27 PURCHASE OF TRADED GOODS
Purchase of traded goods (Including incidental expenses)
Share in Joint Venture
28 (INCREASE) DECREASE IN INVENTORIES
Work-in-Progress
Opening Stock - Work In Process
Closing Stock - Work In Process
Finished/Traded goods
Opening Stock - Finished/Traded goods
Closing Stock - Finished/Traded goods
Net (Increase)/decrease in Stock
Share in Joint Venture
29 EMPLOYEE BENEFITS EXPENSE
Salaries & Bonus
Contributions to Provident & Other Funds
Staff Welfare Expenses
Gratuity
Share in Joint Venture
148
14.13
8.42
7.87
17.68
3.45
10.81
781.40
107.82
889.22
7.43
19.54
4.92
17.85
6.81
0.18
462.70
85.44
548.14
824.77
1,701.31
1.75
3,987.39
(1,411.15)
1,114.93
5,677.85
6,792.78
(824.77)
3,164.37
2,932.50
6,096.87
24,501.12
24,501.12
2,636.70
27,137.82
20,801.55
20,801.55
4,460.50
25,262.05
1,928.24
2,029.96
(101.72)
2,393.58
2,510.08
(116.50)
1,069.48
918.74
150.74
49.02
0.57
49.59
835.91
1,069.48
(233.57)
(350.07)
(155.63)
(505.70)
499.13
23.46
55.47
12.13
590.19
51.15
641.34
356.41
16.16
35.64
5.09
413.30
46.32
459.62
Notes forming part of the Consolidated Financial Statements for the year ended 31st March, 2013
(` in Crores)
Particulars
30 FINANCE COSTS
Interest
2,832.92
1,166.83
363.80
211.78
110.68
304.97
3,307.40
1,683.58
185.53
141.98
3,492.93
1,825.56
2,208.64
752.98
45.14
53.18
32.69
20.57
72.61
28.91
87.40
130.41
Communication Expenses
12.03
11.36
5.08
2.29
9.76
1.65
35.77
6.88
Others
51.54
40.26
97.07
48.79
16.76
7.97
Insurance Expenses
66.61
37.57
157.81
78.53
Miscellaneous Expenses
114.98
34.95
154.75
3.85
2.65
Office Expenses
12.20
9.97
Security Charges
22.85
10.81
0.29
0.29
0.93
1.14
(0.56)
0.50
12.00
3.02
1.08
1,119.95
391.44
Payment to Auditors
149
Notes forming part of the Consolidated Financial Statements for the year ended 31st March, 2013
(` in Crores)
Particulars
Transmission Cost
Discount on prompt payment of bills
Supervision & Testing Expenses
Donation
Donation to a political party (Bharatiya Janata Party)
Loss of stock due to Accident/ In transit
Less: Insurance claim receivable
103.83
87.32
10.26
58.77
0.06
-
63.14
57.65
8.20
37.61
0.03
47.82
(22.54)
0.06
80.03
6.41
5.19
37.45
59.87
293.08
0.44
4,986.87
845.54
5,832.41
25.28
49.19
45.72
21.86
62.52
30.88
241.26
0.27
1.02
2,271.97
773.00
3,044.97
0.01
0.06
0.07
0.01
0.01
Expense :
Brokerage & Commission
Clearing & Forwarding
Manpower Services
Transportation charges
Interest Expenses
Professional Fees
Other Expenses
Rates & Taxes
Office Expenses
0.10
0.02
0.00
0.00
0.30
0.08
0.01
0.04
0.02
0.05
0.03
0.78
0.11
-
0.51
1.03
Net Total
0.44
1.02
150
Notes forming part of the Consolidated Financial Statements for the year ended 31st March, 2013
(` in Crores)
Particulars
32 EXCEPTIONAL ITEMS
Gain on disposal of Long term investments (Note 41 (a), (b))
Loss on Contract ( Note 41 (c))
Loans written back ( Note 41 (d))
Disposal of Fixed Assets
VAT Refund
Total
873.12
(28.61)
53.82
898.33
(2.01)
1.99
(0.02)
33 In AGL, AGFZE, AGPTE, PT AG, ASPL, RSPTE, VSPTE, PTAGCT, PTCI, PTMC, PTSB, PTER, PTSDU, PTSJ, PTNAB,
PTNLS, PTGPP, PTHM, PTKPS, PTLIM, PTMNM, PTSHB, PTTSB, AMPTY, PT AS, CA PTE, AW PTE, AMRLPTY,
AWELGL, AANMINC, AASMINC, AAPTPTY, GTHPL, GTL the summarized revenue and expenses transactions at
the year end reflected in Profit & Loss Account have been translated into Indian Rupees at an average of
monthly exchange rate.
The assets and liabilities in the Balance Sheet have been translated into Indian Rupees at the closing exchange
rate at the year end. The resultant translation exchange, gain / loss has been disclosed as Exchange Reserves in
Reserves and Surplus.
The Company has disclosed only such policies and notes from individual financial statements, which fairly
present the needed disclosures. Lack of homogeneity and other similar considerations made it desirable to
exclude some of them, which in the opinion of the management, could be better viewed, when referred from the
individual financial statements.
34 The Consolidated results for the year ended 31st March, 2013 are not comparable with the previous year, due to
following:
a
Notes forming part of the Consolidated Financial Statements for the year ended 31st March, 2013
Sr. No. Name of the Subsidiary
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
29
30
31
32
33
34
35
36
37
38
35 The Company has 2,811,037 outstanding 0.01 % Non-Cumulative Redeemable Preference Shares ('NCRPS') of
` 10/- each issued at a premium of ` 990 per share. These shares are redeemable on March 28, 2024 at an
aggregate premium amount of ` 278.29 crore. The Company credits the redemption premium on proportionate
basis every year to Preference Share Capital Redemption Premium Reserve and debits the same to Securities
Premium Account as permitted by Section 78 of the Companies Act, 1956.
36 One of the Group company entered into an agreement (PPA) dated 2nd February, 2007 with Gujarat Urja Vikas
Nigam Limited (GUVNL) for supply of Power on long term basis subject to certain conditions to be complied
within stipulated time. Amongst others, one of the conditions was pertaining to tie- up of fuel supply based on
coal to be provided by Gujarat Mineral Development Corporation (GMDC). This agreement did not materialize.
Consequent to the same, the Company had terminated the PPA and offered to pay the liquidated damages.
However, GUVNL has contested the termination and approached Gujarat Energy Regulatory Commission
(GERC) to resolve the matter. GERC held that the agreement cannot be terminated. Against the decision of
GERC, the Company filed an appeal before Appellate Tribunal for Electricity (APTEL). APTEL upheld the
decision of GERC. The company has submitted a review petition with APTEL against its decision and has also
challenged the decision of APTEL before the Hon'ble Supreme Court of India. Pending the decisions of the
152
Notes forming part of the Consolidated Financial Statements for the year ended 31st March, 2013
review petition filed before APTEL as well as the appeal filed before the Hon'ble Supreme Court, and the matter
being sub-judice, no effect has been given in these financial statements.
37 One of the Group company entered into an agreement (PPA) dated 8th September 2008 with Maharashtra
State Electricity Distribution Company Limited (MSEDCL) for supply of Power on long term basis subject to
certain conditions to be complied within stipulated time. Amongst others, one of the conditions subsequent
was pertaining to tie up of fuel supply. The company has claimed for termination of PPA and return of
performance guarantee, as Lohara Coal Block was cancelled by Ministry of Environment and Forest (MOEF).
Such events which are beyond the control of either party are recognized as Force Majeure event under the PPA.
However, MSEDCL has contested the termination and did not returned the performance guarantee. Due to the
same the Company was compelled to file a Petition before Maharashtra State Electricity Board (MERC) to
resolve the matter. MERC sought various details from time to time which has been duly supplied by the
Company. The company has moved interim application which will be heard after submission of concerned
parties. Pending the decisions of the said case, and the matter being sub-judice, no effect has been given in
these financial statements.
38 One of the Group company had been granted a Licence to develop 400 KV Transmission line from Tiroda to
Warora in July 2009 by Maharashtra Electricity Regulatory Commission (MERC). The commission had issued
the order for approval of Multi Year Tariff (MYT) Business Plan for the second control period 2012-13 to 2015-16.
The company had submitted a petition for approval of Aggregate Revenue Requirement (ARR) as per Multi Year
Tariff (MYT) principles. The honorable commission has, subject to fulfillment of certain conditions, approved
the ARR and approved a net aggregate revenue requirement for ` 82.04 Crores for the year 2012-13. The
company has recognized the revenue based on the said order.
39 (a) The scheme of amalgamation (the Scheme) between Adani Power Limited (APL) (Transferee Company)
and Growmore Trade and Investment Private Limited (referred to as Transferor Company) under section
391 to 394 of the Companies Act, 1956 has been sanctioned by the Honble High Court of Gujarat vide its
order dated 29th October, 2012. As per the Scheme, the Appointed Date is 1st April, 2011 and the Effective
Date is 2nd November, 2012 (the date on which the order of Honble High Court has been filed with the
Registrar of Companies, Gujarat by the Company).
In terms of the Scheme, the Transferor Company has been merged with APL, upon which the undertaking
and the entire business, including all assets and liabilities of the Transferor Company with retrospective
effect from the Appointed Date i.e. 1st April 2011 stand transferred to and vested in the Transferee Company.
The amalgamation has been accounted under the pooling of interest methodlaid down by Accounting
Standard 14 (Accounting for amalgamations) prescribed under Companies (Accounting Standard) Rules,
2006 and the assets and liabilities transferred have been recorded at their book values. Accordingly,
Growmores investment in the subsidiary of the APL - Adani Power Maharashtra Limited (APML) is
considered as investment of the APL, resulting into APML becoming 100% subsidiary of the APL.
(b) Pursuant to the Scheme, in consideration of the transfer, the APL allotted 21,32,36,910 equity shares of
` 10/- each to the shareholders of the Transferor Company in the ratio of 16,615 equity shares of the
Transferee Company credited as fully paid up for every 10,000 equity shares fully paid up held by the
shareholders of the Transferor Company.
(c) The expenses of the Transferor Company for the period from the Appointed Date i.e. 1st April, 2011 to 2nd
November, 2012 and thereafter, have been disclosed as expenses in the Statement of Profit and Loss of the
Company.
(d) Details of assets and liabilities acquired on amalgamation and treatment of the difference between the net
assets acquired and cost of investment by the Transferee Company in the Transferor Company together
with the shares issued to its shareholders with effect from the Appointed Date are as under:
153
Notes forming part of the Consolidated Financial Statements for the year ended 31st March, 2013
Particulars
Value of Assets and Liabilities acquired
Investment
Cash on Hand
Debit Balance of Statement of Profit and Loss
Less : Borrowings
Less : Trade payables
Net Book Value of Transferor Company
Less :
Total Equity shares issued by Transferee Company to Shareholders of Transferor Company
Difference
Less: Share of Minority Interest
Difference considered as Capital Reserve on Amalgamation
(` in Crores)
Book Value As at
31st March, 2011
(Appointed Date)
572.97
0.10
0.02
0.04
0.01
573.04
213.24
359.80
(129.56)
230.24
40 (a) Adani Ports & Special Economic Zone Limited (APSEZ) a subsidiary of the Company has new container
terminal at Mundra (CT-3), pending transfer to Adani International Container Terminal Private Limited
(AICTPL), a Joint Venture entity between the APSEZ and Global Terminal Limited. The container terminal
will get transferred to AICTPL on receiving the necessary regulatory approvals from the government
authorities. Further, till the time the assets are transferred to AICTPL, the APSEZ continues to operate the
asset.
(b) In view of their technical nature, the Auditors have placed reliance on technical/ commercial evaluation by
the management in respect of categorization of oil and gas wells as exploratory and allocation of cost
incurred on them.
41 Exceptional items
(a) The Company has disposed off its investment in a wholly owned subsidiary, 'Adani Infrastructure and
Developers Private Limited ('AIDPL') representing the Real Estate Business, to its promoters at a valuation
done by an independent valuer. The Company has accounted a gain of ` 453.63 Crores against the disposal
of the above said investment.
(b) During the financial year 2012-13, during the year, Adani Ports & Special Economic Zone Limited (APSEZ) a
subsidiary of the Company had initiated and recorded the divestment of its entire equity holding in Adani
Abbot Point Terminal Holdings Pty Limited (AAPTHPL) and entire Redeemable Preference Shares holding in
Mundra Port Pty Ltd (MPPL) representing Australia Abbot Point operations to promoter Company, Abbot
Point Port Holdings Pte Ltd, Singapore for consideration of AUD 235.71 million. The Company entered Share
Purchase Agreement (SPA) on 30th March, 2013 to sell its holdings in AAPTHPL and MPPL. In terms of the
SPA the conditionality as regards regulatory and lenders approvals was obtained except in respect of
approval from one of the lenders who have given specific line of credit to MPPL, which the APSEZ is
following up with lender and is confident of obtaining the same.
The Company, based on the legal counsel opinion, concluded that on the date of signing of SPA, AAPTHPL
and MPPL cease to be subsidiaries of the Company w.e.f. 31st March, 2013 and accordingly not been
consolidated as per provisions of Accounting Standard 21 "Consolidated Financial Statements" notified in
Companies (Accounting Standards) Rules, 2006. Adani Ports & Special Economic Zone Limited (APSEZ) has
accounted gain of ` 419.57 crore against disposal of investment.
154
Notes forming part of the Consolidated Financial Statements for the year ended 31st March, 2013
(c) Adani Agri Logistics Limited, a subsidiary of the company, entered into one time settlement with Food
Corporation of India for ` 28.61 Crores for various matters which is charged to Statement of Profit & Loss.
(d) Adani Welspun Exploration Ltd, a subsidiary of the Company, has charged off ` 153.75 Crores being the
expenditure on abortive exploration activities on the relinquishment of Thailand Blocks being geologically
impracticable and techno economically not feasible. In view of above the joint venture partners have charge
off amount advanced for the Thailand Project. The consolidated results reflect the charge back of ` 53.82
Crores being the share of Joint venture partner.
42 Disclosure Regarding Derivative Instruments and Unhedged Foreign Currency Exposure
Amount in Crores
Particulars
Currency
USD
USD
EUR
EUR
USD
USD
USD
USD
EUR
EUR
JPY
JPY
USD
USD
Foreign Currency
As at 31st March, 2013
4.762
3.089
0.157
0.154
108.18
42.863
114.121
202.087
0.882
7.412
23.505
181.738
103.788
65.821
Rupees As at
31st March, 2013
547.28
157.78
9.26
10.52
5,917.69
2,192.73
6,195.03
10,336.36
61.29
506.57
13.56
121.24
5,616.99
3,287.99
(b) Foreign currency exposures not covered by derivative instruments or otherwise as at 31st March, 2013
amounting to ` 35,932.34 Crores. (31st March, 2012: ` 37,126.26 Crores).
Amount in Crores
Particulars
Currency
USD
USD
EUR
EUR
GBP
GBP
USD
USD
USD
USD
EUR
EUR
Foreign Currency
As at 31st March, 2013
1.273
0.800
3.578
10.879
0.019
0.019
25.992
391.580
452.612
202.087
6.304
7.412
Rupees As at
31st March, 2013
69.11
40.92
248.65
743.44
1.55
1.54
1,410.96
20,031.89
24,570.02
10,336.36
438.13
506.57
155
Notes forming part of the Consolidated Financial Statements for the year ended 31st March, 2013
Amount in Crores
Particulars
Trade Payables
Other Payables
Trade Receivables
Other Receivables
Currency
SGD
SGD
JPY
JPY
AUD
AUD
GBP
GBP
SGD
SGD
EUR
EUR
USD
USD
EUR
EUR
USD
USD
JPY
JPY
THB
THB
GBP
GBP
GBP
GBP
EUR
EUR
USD
USD
USD
USD
SGD
SGD
USD
USD
AUD
AUD
THB
THB
USD
USD
Foreign Currency
As at 31st March, 2013
5.200
270.863
330.208
0.001
0.002
0.000
0.019
0.163
1.443
125.829
84.007
0.066
0.049
4.186
0.049
2.597
0.001
0.002
0.006
0.006
2.127
0.141
3.277
0.015
0.014
0.609
0.001
23.571
0.946
4.419
10.224
Rupees As at
31st March, 2013
227.35
156.23
206.15
0.06
0.08
0.17
0.21
0.75
11.35
98.60
6,830.94
4,297.48
4.60
3.35
227.21
3.35
1.50
0.00
0.22
0.48
0.52
115.45
0.03
7.65
167.66
0.83
0.61
33.05
0.03
1,334.70
1.63
239.89
523.02
Notes forming part of the Consolidated Financial Statements for the year ended 31st March, 2013
43 Contingent liabilities and commitments
(a) Contingent liabilities not provided for :
(` in Crores)
Particulars
a)
b)
c)
d)
e)
f)
g)
h)
I)
j)
k)
l)
m)
n)
157
Notes forming part of the Consolidated Financial Statements for the year ended 31st March, 2013
Particulars
o)
Show cause notice issued by DGCEI proposes for imposition penalties under Section 76 and Section 78 of
the Finance Act, 1994. In which liability is uncertain and not included.
Custom Department has considered a different view for levy of custom duty in respect of specific quality
of coal imported by the company for which the company has received demand show cause notices
amounting to ` 180.21 Crores from custom departments at various locations and the company has
deposited ` 58.97 Crores as custom duties under protest and contested the view taken by authorities as
advised by external legal counsel. The company being the merchant trader generally recovers custom
duties from its customers and does not envisage any major financial or any other implication.
p)
Note:
Future cash flows in respect of above are determinable only on receipt of judgement/decision pending with various
forums/ authorities.
(b) Capital Commitments:
Particulars
Estimated amounts of contracts remaining to be executed and
not provided for (Net of Advances)
(` in Crores)
As at 31st March, 2013 As at 31st March, 2012
5,102.98
10,385.62
Royalty arrangements
On 10th August 2010, as part of the Adani Mining Pty Ltd's (AMPTY ), a subsidiary of the Company,
acquistion of EPC 1690 (the ''Burdened tenement). AMPTY entered into an Overriding Royalty Deed (the
Deed) with Linc Energy Ltd. (Linc). Inter alia, the Deed requires AMPTY to pay Linc $ 2 per tonne (CPI
adjusted) for all tonnes of coal extracted from the burdened tenement, with the exception of the first
400,000 tonnes mined in any one production year, under the deed there is no minimum royalty payable to
Linc and the royalty only becomes payable as and when coal is despatched from burdened tenement. The
Royalty is payable for the period of 20 years from the production date.
Notes forming part of the Consolidated Financial Statements for the year ended 31st March, 2013
d) Adani Gas Ltd. (AGASL), a subsidiary of the Company, an amount of ` 10.67 Crores (31st March 2012: ` 9.90
Crores) is standing as CENVAT credit receivable being the difference between the amount of CENVAT credit
availed in the books of account on Input, Capital Goods and Input Services and the credit claimed under
statutory returns. Out of this, AGASL has made application to the excise & service tax dept. for availing this
credit of ` 8.85 Crores in statutory returns. The balance credit of ` 1.82 Crores will be availed in statutory returns
on consumption of Inputs & capital goods.
The Fixed Assets / Expenses of AGASL is under stated to the extent of the CENVAT credit taken by AGASL and
the same will be charged to respective assets/ expense if the claim of AGASL for CENVAT Credit is not accepted
by the department.
44 Disclosure as required by the Accounting Standard 19, Leases as specified in the Companies (Accounting
Standard) Rules 2006 (as amended) are given below :
Where the Company is lessee:
(a) The Companys significant leasing arrangements are in respect of godowns / residential / office premises
(Including furniture and fittings therein, as applicable). The aggregate lease rental payable is charged to
Statement of Profit and Loss as Rent.
(b) The Leasing arrangements, which are cancellable at any time on month to month basis and in some cases
between 11 months to 9 years, are usually renewable by mutual consent on mutually agreeable terms. Under
these arrangements, generally interest free refundable deposits have been given.
(c) The Leasing arrangements, which are non-cancellable, and for a period of 5 years or more. Disclosure in
respect of the same arrangements:
(` in Crores)
Particulars
Total of future minimum lease payments under noncancellable operating lease for each of the following periods:
21.57
16.47
Later than one year and not later than five years
50.47
40.78
37.62
60.75
11.41
4.81
45 Segment Reporting
i)
Primary Segment
Segments have been identified in line with Accounting Standard-17 Segment Reporting, taking into
account the organization structure as well as different risk and returns of these segments.
159
Notes forming part of the Consolidated Financial Statements for the year ended 31st March, 2013
Primary Segment Information:
Trading
Particulars
REVENUE
Sales and Operating
Earning (External)
Inter Segment
Transaction
Total Sales and
Operating Earning (Net)
Other Income
Total Revenue
(` in Crores)
Power
Port
Agro
Real Estate
20,433.50
18,398.64
8,025.35
4,985.42
28,458.85
23,384.05
780.84
606.73
29,239.69
23,990.78
6,742.05
4,081.49
135.34
35.30
6,877.39
4,116.79
615.38
197.98
7,492.77
4,314.77
3,621.31
2,774.16
1,003.64
496.64
4,624.95
3,270.80
292.98
59.64
4,917.93
3,330.44
9,888.45
8,292.56
1,532.81
1,371.74
11,421.26
9,664.30
106.84
89.78
11,528.10
9,754.08
2 7.19
2 .29
212.10
(169.65)
2.65
(167.36)
2 14.74
2,258.20
1,745.29
-
(394.37)
863.43
-
3,017.53
1,621.52
-
271.82
135.05
-
105.00
(3.62)
-
239.99
(39.75)
-
31,129.16 69,748.48
24,774.10 55,400.06
31,129.16 69,748.48
24,774.10 55,400.06
20.74
1,302.66
20.89
602.10
59.44
8,013.07
749.97 16,489.90
23,190.86
25,938.14
23,190.86
25,938.14
750.22
463.03
(6,222.81)
13,427.85
5,454.57
4,567.88
5,454.57
4,567.88
73.23
65.30
174.88
186.97
18.31
3,721.35
18.31
3,721.35
0.41
1.84
(44.15)
40.97
17,809.47
8,629.55
17,809.47
8,629.55
184.38
70.83
3,628.17
2,069.65
RESULT
Segment Result
(PBIT)
Interest Expenses
Income taxes
Net Profit after tax
Share of Minority
Interest
Net Profit Attributable
to Share holders
OTHER INFORMATION
Segment assets
Segment liabilities
Depreciation/
Amortisation
Capital Expenditure
2 .29
1 84.91
Others
Inter Segment
Elimination
5,774.81
5,623.87
2,109.22
1,380.46
7,884.03 (12,806.36)
7,004.34 (8,296.75)
173.04
(910.21)
67.60
(476.24)
8,057.07 (13,716.57)
7,071.94 (8,772.99)
(35,092.35)
(16,033.87)
(35,092.35)
(16,033.87)
( 33.77)
(379.20)
(490.28)
Total
46,462.41
39,355.63
12,806.36
8,296.75
46,462.41
39,355.63
889.22
548.14
47,351.63
39,903.77
5,498.16
4,321.94
3,492.93
1,825.56
787.66
476.06
1,217.57
2,020.32
(395.41)
181.12
1,612.98
1,839.21
112,258.50
106,997.21
112,258.50
106,997.21
2,297.86
1,223.99
5,229.39
32,475.02
Within India
36,143.75
21,796.59
Outside India
23,125.01
25,855.79
Elimination
(12,806.36)
(8,296.75)
Total
46,462.41
39,355.63
46 As per the Accounting Standard 18, disclosure of transactions with related parties (As identified by the
Management ), as defined in Accounting Standard are given below:
(i) Name of related parties & description of relationship
(A) Controlling Entity:
Shantilal Bhudhermal Adani Family Trust (SBAFT)
160
Notes forming part of the Consolidated Financial Statements for the year ended 31st March, 2013
(B) Associates with whom transactions done during the year:
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
(D) Enterprises over which (A) or (C) above have significant influence:
1
2
3
4
5
6
(E) Relatives of Key Management Personnel with whom transactions done during the year:
1
Rendering of Services
(inclunding reimbursement
of expenses)
(` in Crores)
For the year ended
0.57
0.92
0.11
0.91
0.11
0.06
0.68
0.07
161
Notes forming part of the Consolidated Financial Statements for the year ended 31st March, 2013
(` in Crores)
Sr.
No.
Nature of Transaction
Services Availed
(inclunding reimbursement
of expenses)
Interest Income
Rent Expense
Donation
Remuneration*
Purchase of Asset
Loans Given
162
0.00
0.00
0.88
10.68
1.04
0.30
5.09
0.36
0.46
0.36
17.44
29.67
1.22
0.11
0.06
0.02
42.30
4.00
4.29
3.54
4.96
0.35
24.93
9.40
60.32
1.47
252.64
55.00
606.83
30.00
30.00
30.00
711.58
811.29
0.65
6.59
0.96
0.02
20.65
7.00
3.77
3.28
5.80
0.02
1.32
0.03
-
Notes forming part of the Consolidated Financial Statements for the year ended 31st March, 2013
(` in Crores)
Sr.
No.
10
Sale or Redemption of
Investment
11
Transfer of employees
liabilities
Transfer of employees
Loans and advances
Closing Balances
Accounts Receivable
12
13
Nature of Transaction
14
15
16
Accounts Payable
(including provisons)
17
18
19
303.00
1,334.70
0.09
0.07
0.05
0.10
0.52
56.47
0.96
0.00
0.02
3.73
22.65
3.30
8.76
0.47
60.55
3.30
4.00
1,334.70
4.59
0.07
0.10
0.46
9.93
1.00
0.01
0.01
0.33
13.50
4,505.54
1.84
0.02
3.30
8.76
0.38
1.00
0.00
13.50
-
The above does not include Provision for Leave Encashment and Gratuity as it is provided in the books on
the basis of actuarial valuation for the Company as a whole and hence individual figures cannot be
identified.
163
Notes forming part of the Consolidated Financial Statements for the year ended 31st March, 2013
47 Earning Per Share
As at 31st March, 2013 As at 31st March, 2012
Particulars
Net Profit after tax available for Equity Shareholders (` in Crores)
Weighted Number of shares used in computing Earnings
Per Share
Basic & Diluted
Earnings Per Share (face value ` 1/- each)
Basic & Diluted (in `)
1612.98
1839.21
1099810083
1099810083
14.67
16.72
48 Pursuant to Accounting Standard (AS 27) Financial Reporting of Interests in Joint Venture, the disclosures
relating to the Joint Ventures are as follows :
(a) Jointly Controlled Assets
The Company jointly with other parties to joint venture, having been awarded two onshore oil & gas blocks at
Palej and Assam by Government of India through NELP-VI bidding round, has entered in to Production Sharing
Contracts (PSC) with Ministry of Petroleum and Natural Gas for exploration of oil and gas in the aforesaid
blocks. Naftogaz India Pvt. Ltd.(NIPL) being one of the parties to consortium was appointed as operator of the
blocks vide Joint Operating Agreements (JOAs) entered into between parties to consortium.The expenditures
related to the activities in the blocks were incurred by Adani Group, Welspun or through its joint venture Adani
Welspun Exploration Ltd.
The details of the blocks are stated below:
Jointly Controlled Assets
Company's
Participating
Interest %
Other Partners
Other Partner's
Participating
Interest %
55%
35%
10%
55%
35%
10%
During the current financial year, Government of India has issued a notice intimating the termination of the
Production Sharing Contracts(PSCs) in respect of the Assam and Palej blocks purportedly due to
misrepresentation made by the operator of the blocks- NIPL. The Company has contested the termination and
in accordance with the provisions of the PSC has urged the Government to allow it to continue the activities in
respect of blocks. Furthermore, DGH has invoked the bank guarantees issued in respect of the Blocks for the
work program for the year 2012-13. The Company has taken strong exception to the invocation by DGH and feels
that such action is not legally tenable.
The financial statements of the company reflect its share of Assets and Liabilities of the jointly controlled
assets which are accounted on a line to line basis with similar items in the Company's accounts to the extent of
participating interest of the company as per the various joint venture agreements, in compliance of AS-27.
164
Notes forming part of the Consolidated Financial Statements for the year ended 31st March, 2013
The summary of the Company's share in Assets & Liabilities of unincorporated joint ventures are as follow:
(` in Crores)
CB-ONN-2004/5-Palej
Particulars
AA-ONN - 2004/4-Assam
As at
As at
As at
As at
62.16
44.69
60.04
47.54
Tangible Assets
Intangible Assets
Capital Work in Progress
Other Current Assets
Cash & Bank Balances
Long Term Loans & Advances
Short Term Loans & Advances
62.16
0.08
0.69
51.82
0.00
0.00
9.57
-
44.69
0.08
0.69
43.33
0.00
0.05
0.54
60.04
0.06
0.69
53.42
0.00
0.00
5.86
-
47.54
0.06
0.69
46.31
0.00
0.25
0.00
0.23
62.16
44.69
60.04
47.54
Liabilities
Assets
Income
Expenditure
Profit/(Loss) for
the year
Contingent
Liabilities
Capital
Commitments
India
50.00%
Singapore
50.00%
India
49.00%
2012 -13
2011 -12
2012 -13
Adani
International
Container
Terminal
Pvt. Ltd*#
India
38.75%
2012 -13
2011 -12
2011 -12
2012 -13
3,495.69
3,859.62
8,617.05
8,576.95
40.10
2,747.41
3,022.85
7,484.98
7,556.72
(71.73)
89.94
111.60
1,314.90
1,313.17
1.73
747.99
766.78
2,056.40
2,059.27
( 2.87)
1.83
1.85
0.00
0.01
-0.01
0.00
0.02
0.00
(0.00)
551.30
652.86
7.90
8.89
(0.99)
223.45
166.64
8.56
12.15
36.22
29.99
192.24
165
Notes forming part of the Consolidated Financial Statements for the year ended 31st March, 2013
49 The Ministry of Corporate Affairs, Government of India vide its General Circular No: 2/2011 dated 08th February,
2011 has granted general exemption to the Holding Companies from attaching balance sheets of subsidiary
Companies with the balance sheet of the Holding Company as per section 212(8) of the Companies Act,1956
subject to fulfilment of certain conditions. Accordingly the Board of Directors of the company has passed the
resolution giving consent for not attaching the balance sheets of the subsidiary Companies with that of the
Company.
50 Previous year's figure have been recast, regrouped and rearranged, wherever necessary to confirm to this year's
classification.
As per our attached report of even date
For DHARMESH PARIKH & CO.,
Chartered Accountants
Firm Reg No : 112054W
ANUJ JAIN
Partner
Membership No. 119140
Place : Ahmedabad
Date : 20th May,2013
166
RAJESH S. ADANI
Managing Director
DEVANG S. DESAI
Executive Director and CFO
PARTHIV PARIKH
Company Secretary
Place : Ahmedabad
Date : 20th May,2013
167
India
India
India
India
India
India
INR
INR
INR
INR
INR
INR
India
India
India
INR
INR
AED Mn
INR
USD Mn
INR
USD Mn
INR
INR
INR
INR
INR
INR
INR
INR
INR
INR
Company Ltd.
INR
INR
INR
INR
INR
INR
INR
INR
INR
INR
India
India
INR
INR
India
INR
INR
India
U. A. E.
U. A. E.
Panama
Panama
Panama
Panama
India
India
India
India
India
India
India
India
India
India
India
India
India
India
India
India
India
India
India
India
India
India
INR
INR
India
India
INR
INR
India
INR
INR
India
INR
INR
India
India
INR
Country
INR
Reporting
Currency
Sr.
No.
21.85
18.00
0.01
1 8.50
0.50
0.50
0.05
4.77
0.05
0.50
1 3.14
0.05
707.50
0.05
0.05
5.00
0.05
24.20
0.05
1.69
10.00
0.05
4.80
0.05
0.01
700.00
2,854.73
2,393.27
0.05
403.49
346.15
0.05
115.89
61.00
325.00
0.05
0.05
369.15
256.74
1.36
0.01
102.57
99.83
2,842.96
1,920.30
6.70
1.23
5.58
1.03
(0.42)
(0.26)
(0.28)
(0.23)
28.65
(0.01)
(0.45)
53.77
(0.14)
(2.31)
(0.01)
(0.04)
(20.38)
(0.01)
(0.20)
(0.01)
93.58
26.13
(0.08)
(0.29)
0.01
(1.95)
993.82
2,256.45
(0.33)
6,300.48
30.65
(0.07)
(0.71)
(0.34)
(56.91)
(0.02)
36.88
(1.39)
185.37
(6.20)
(2.14)
(33.88)
Issued,
Subscribed
Reserves &
and Paid-up
Surplus
Share
Capital
3,314.47
2,242.54
350.95
64.65
341.01
62.82
2.67
264.11
0.24
6.94
57.19
92.10
0.04
9.47
85.49
18.31
5,657.83
0.14
73.40
336.52
0.04
37.47
0.04
364.62
659.22
0.05
149.08
0.19
0.29
7,153.76
17,084.27
38,251.44
584.42
18,255.31
1,098.86
184.73
355.59
1,228.08
973.22
125.27
468.80
2,424.25
1,196.79
2.03
0.01
216.15
934.28
Assets
17.33
19.86
1.32
24.50
10.00
9.68
Investment
449.66
304.24
344.25
63.42
335.43
61.79
2.66
246.03
6.72
57.37
58.68
9.42
18.58
18.40
4,952.64
0.10
73.39
351.90
13.47
269.35
623.09
144.36
0.43
0.27
6,455.71
13,235.72
33,601.72
584.70
2.37
0.01
0.01
0.00
0.00
22.36
11,551.34 160.14
722.06
184.75
240.41
1,167.42
705.13
125.24
431.87
2,056.49
754.68
6.87
115.72
868.33
Equity and
Liabilities
4,998.85
3,382.48
56.39
10.38
82.20
15.13
2.97
3.81
68.60
34.89
1,526.07
1.48
0.78
0.22
361.88
6,868.09
0.01
3,564.28
273.08
5.63
287.73
757.82
78.02
1,330.88
164.16
83.64
Turnover
/Total
Income
438.40
294.50
6 .71
1.24
5.59
1.03
(0.41)
(0.26)
(0.01)
(0.33)
(4.45)
(0.43)
0.88
(2.02)
(0.01)
(4.93)
(0.01)
(0.01)
(29.22)
(1.19)
(0.06)
(0.38)
0.01
0.21
(300.56)
(1,493.72)
0.01
1,889.19
54.79
(0.04)
(0.11)
(0.91)
10.05
(0.01)
20.15
0.80
87.28
(1.74)
3.04
(34.34)
Profit
Before
Tax
(0.11)
0.32
0.22
0.39
(0.50)
0.06
(0.12)
0.06
18.40
458.32
135.00
(12.73)
7.46
0.16
30.99
(0.07)
(0.47)
Tax
438.40
294.50
6.71
1.24
5.59
1.03
(0.41)
(0.26)
(0.01)
(0.22)
(4.45)
(0.43)
0.56
(2.24)
(0.01)
(5.32)
(0.01)
(0.01)
(28.72)
(1.25)
(0.06)
(0.26)
0.01
0.15
(318.96)
(1,952.04)
1,754.18
67.52
(0.04)
(0.11)
(0.91)
10.05
(0.01)
12.69
0.64
56.29
(1.74)
3 .11
(33.87)
Profit After
Tax
200.34
Proposed
dividend
(` in Crores)
168
PT Setara Jasa
67 PT Setara Jasa
INR
IDR Mn
INR
IDR Mn
INR
IDR Mn
INR
IDR Mn
INR
IDR Mn
PT Mundra Coal
64 PT Mundra Coal
INR
IDR Mn
INR
IDR Mn
INR
IDR Mn
INR
IDR Mn
PT Hasta Mundra
60 PT Hasta Mundra
INR
IDR Mn
58 PT Energy Resources
PT Energy Resources
INR
IDR Mn
INR
IDR Mn
INR
IDR Mn
INR
IDR Mn
INR
AED Mn
INR
AUD Mn
INR
AUD Mn
INR
USD Mn
PT Coal Indonesia
57 PT Coal Indonesia
PT Adani Sumselon
56 PT Adani Sumselon
PT Adani Global
54 PT Adani Global
INR
USD Mn
INR
AUD Mn
INR
AUD Mn
INR
USD Mn
INR
USD Mn
Reporting
Currency
Sr.
No.
Indonesia
Indonesia
Indonesia
Indonesia
Indonesia
Indonesia
Indonesia
Indonesia
Indonesia
Indonesia
Indonesia
Indonesia
Indonesia
Indonesia
Indonesia
Indonesia
Indonesia
Indonesia
Indonesia
Indonesia
Indonesia
Indonesia
Indonesia
Indonesia
Indonesia
Indonesia
Indonesia
Indonesia
U.A.E.
U.A.E.
Australia
Australia
Australia
Australia
Singapore
Singapore
Singapore
Singapore
Australia
Australia
Australia
Australia
Singapore
Singapore
Mauritius
Mauritius
Country
(4.51)
1.97
3,161.23
(0.06)
(158.94)
(0.01)
(99.52)
(0.18)
(359.83)
0.18
218.94
0.86
1,475.68
(0.33)
(1,489.21)
(3.16)
(5,772.78)
39.51
52,372.85
39.49
6.02
0.15
0.04
232.58
39.94
(5.52)
(0.97)
2,370.20
437.69
(57.46)
0.26
510.00
0.26
510.00
0.26
510.00
0.77
1,500.00
0.45
(1.11)
(1,891.05)
(0.28)
(433.30)
(0.76)
(1,088.94)
0.32
465.77
(34.57)
875.00 (61,810.35)
5.68
10,500.00
0.28
550.00
0.51
1,000.00
0.26
510.00
0.77
1,500.00
0.77
1,500.00
5.37
10,500.00
0.77
1,500.00
118.53
231,548.85
44.65
10.00
42.84
8.69
123.23
27.60
270.79
50.59
Issued,
Subscribed
Reserves &
and Paid-up
Surplus
Share
Capital
1.27
2,404.11
1.90
3,494.64
19.17
34,555.43
1.10
1,985.02
178.84
319,364.36
448.92
801,637.13
2.67
4,771.50
1.46
2,608.66
0.22
398.15
0.96
1,744.44
8.22
14,753.04
12.28
2 1,926.62
2.81
5,013.83
274.21
491,370.56
261.29
48.65
381.63
70.32
5,027.91
887.93
3,814.17
673.58
8,270.15
1,529.44
213.34
46.08
Assets
2.12
3,785.16
1.92
3,417.94
19.67
35,134.37
0.01
19.25
212.96
380,299.71
441.27
787,975.90
2.45
4,380.44
0.96
1,708.18
0.14
247.98
0.01
25.50
6.59
11,777.36
7.24
12,915.83
5.20
9,286.61
116.17
207,448.86
177.15
32.63
381.48
70.28
4,752.49
839.30
3,819.69
674.55
5,776.72
1,064.15
0.01
Equity and
Liabilities
0.01
9.34
1.56
0.07
121.56
63.58
111,159.18
0.33
582.81
9.04
15,797.38
20.92
36,580.24
2,269.29
417.83
836.68
154.05
11,947.35
2,199.79
Turnover
/Total
Income
0.05
0.05
(5.38)
(9,726.59)
(0.03)
(44.67)
(0.04)
(64.88)
(0.01)
(13.98)
0.04
72.41
0.60
1,044.12
(0.45)
(792.22)
(2.19)
(3,827.70)
(3.16)
(5,522.92)
22.94
2.14
0.31
0.06
(0.16)
(0.03)
0.56
0.10
939.02
172.90
(0.03)
(0.01)
Profit
Before
Tax
2.71
1.98
3,463.61
0.07
124.35
36.23
(0.39)
(674.06)
(0.27)
(479.08)
(0.30)
(525.08)
0.04
72.04
(23.83)
63,331.22 (41,660.16)
470.65
- 822,814.59
2.74
Investment
-
(0.10)
(168.65)
( 0.07)
(120.45)
(0.07)
(129.38)
8.47
(5.80)
(10,142.13)
(0.73)
(1,271.35)
(3.54)
(0.01)
(11.16)
0.46
0.01
9.00
0.16
274.16
(0.52)
(903.33)
(0.82)
(1,435.86)
0.43
0.08
0.02
4.08
0.73
0.17
0.03
66.56
12.25
Tax
(0.29)
(505.41)
(0.21)
(358.63)
(0.23)
(395.69)
0.04
63.57
(18.03)
(31,518.03)
(4.65)
(8,455.24)
(0.03)
(41.13)
(0.03)
(53.72)
(0.01)
(14.44)
0.04
63.41
0.44
769.95
(0.45)
(792.22)
(1.67)
(2,924.37)
(2.34)
(4,087.05)
22.50
2.06
0 .29
0.05
(4.25)
(0.76)
0.39
0.07
872.46
160.64
(0.03)
(0.01)
Profit After
Tax
Proposed
dividend
(` in Crores)
169
Singapore
Singapore
Singapore
Singapore
Indonesia
Indonesia
Indonesia
Indonesia
Indonesia
Indonesia
Indonesia
Indonesia
Country
0.18
0.04
0.18
0.04
0.26
500.00
0.26
510.00
0.77
1,500.00
0.28
550.00
34.78
6.40
24.73
4.55
(0.09)
(200.98)
(2.02)
(3,062.80)
(0.15)
(332.00)
(0.07)
(168.88)
As on 31st March, 2013 : 1 USD = ` 54.29, 1 IDR = ` 0.0056, 1 AED = ` 14.78, 1 AUD = ` 56.63
Average rate for the year 2012-13 : 1 USD = ` 54.31, 1 IDR = ` 0.0057, 1 AED = `14.78, 1 AUD = ` 55.93
INR
USD Mn
INR
USD Mn
INR
IDR Mn
INR
IDR Mn
INR
IDR Mn
INR
IDR Mn
Reporting
Currency
PT Sumber Bara
69 PT Sumber Bara
Sr.
No.
Issued,
Subscribed
Reserves &
and Paid-up
Surplus
Share
Capital
432.57
79.69
418.37
77.07
3.72
6,647.71
2.71
5,426.71
0.63
1,184.50
5.07
9,053.99
Assets
397.61
73.25
393.46
72.48
3.55
6,348.69
4.47
7,979.51
0.01
16.50
4.86
8,672.87
Equity and
Liabilities
Investment
49.15
9.05
46.40
8.54
0.04
4.10
8.60
Turnover
/Total
Income
12.78
2.30
6.14
1.07
(0.03)
(57.10)
(1.09)
(1,911.94)
(0.03)
(48.08)
(0.04)
(74.79)
Profit
Before
Tax
(0.46)
(0.27)
(478.21)
(0.01)
(10.59)
( 0.01)
(10.03)
Tax
12.78
2 .30
6.14
1.07
(0.03)
(56.64)
(0.82)
(1,433.73)
(0.02)
(37.48)
(0.04)
(64.76)
Profit After
Tax
Proposed
dividend
(` in Crores)