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Adani Ports & Special Economic Zone Ltd.

BSE: 532921 Sector: Others
NSE: ADANIPORTS ISIN Code: INE742F01042
BSE LIVE 15:47 | 09 Dec 285.75 -0.50
(-0.17%)
OPEN

290.00

HIGH

291.50

LOW

284.55

NSE LIVE 15:59 | 09 Dec 285.65 -1.45
(-0.51%)
OPEN

289.45

HIGH

291.30

LOW

284.25

OPEN 290.00
PREVIOUS CLOSE 286.25
VOLUME 203068
52-Week high 317.00
52-Week low 169.65
P/E 16.98
Mkt Cap.(Rs cr) 59177.40
Buy Price 0.00
Buy Qty 0.00
Sell Price 285.75
Sell Qty 821.00
OPEN 290.00
CLOSE 286.25
VOLUME 203068
52-Week high 317.00
52-Week low 169.65
P/E 16.98
Mkt Cap.(Rs cr) 59177.40
Buy Price 0.00
Buy Qty 0.00
Sell Price 285.75
Sell Qty 821.00

Adani Ports & Special Economic Zone Ltd. (ADANIPORTS) - Auditors Report

Company auditors report

To the Members of

ADANI PORTS AND SPECIAL ECONOMIC ZONE LIMITED Report on the Financial Statements

We have audited the accompanying standalone financial statements of Adani Ports andSpecial Economic Zone

Limited ("the Company") which comprises the Balance Sheet as at March 312016 the Statement of Profit and Loss and Cash Flow Statement for the year then endedand a summary of significant accounting policies and other explanatory information.

management's Responsibility for the Financial statements

The Company's Board of Directors is responsible for the matters stated in Section134(5) of the Companies Act 2013 ("the Act") with respect to the preparation ofthese standalone financial statements that give a true and fair view of the financialposition financial performance and cash flows of the Company in accordance withaccounting principles generally accepted in India including the Accounting Standardsspecified under section 133 of the Act read with Rule 7 of the Companies (Accounts)Rules 2014. This responsibility also includes maintenance of adequate accounting recordsin accordance with the provisions of the Act for safeguarding of the assets of the Companyand for preventing and detecting frauds and other irregularities; selection andapplication of appropriate accounting policies; making judgments and estimates that arereasonable and prudent; and the design implementation and maintenance of adequateinternal financial control that were operating effectively for ensuring the accuracy andcompleteness of the accounting records relevant to the preparation and presentation ofthe financial statements that give a true and fair view and are free from materialmisstatement whether due to fraud or error.

Auditor's Responsibility

Our responsibility is to express an opinion on these standalone financial statementsbased on our audit. We have taken into account the provisions of the Act the accountingand auditing standards and matters which are required to be included in the audit reportunder the provisions of the Act and the Rules made thereunder. We conducted our audit inaccordance with the Standards on Auditing issued by the Institute of CharteredAccountants of India as specified under Section 143(10) of the Act. Those Standardsrequire that we comply with ethical requirements and plan and perform the audit to obtainreasonable assurance about whether the financial statements are free from materialmisstatement.

An audit involves performing procedures to obtain audit evidence about the amounts anddisclosures in the financial statements. The procedures selected depend on the auditor'sjudgment including the assessment of the risks of material misstatement of the financialstatements whether due to fraud or error. In making those risk assessments the auditorconsiders internal financial control relevant to the Company's preparation of thefinancial statements that give a true and fair view in order to design audit proceduresthat are appropriate in the circumstances. An audit also includes evaluating theappropriateness of accounting policies used and the reasonableness of the accountingestimates made by the Company's Directors as well as evaluating the overall presentationof the financial statements. We believe that the audit evidence we have obtained issufficient and appropriate to provide a basis for our audit opinion on the standalonefinancial statements.

Opinion

In our opinion and to the best of our information and according to the explanationsgiven to us the standalone financial statements give the information required by the Actin the manner so required and give a true and fair view in conformity with the accountingprinciples generally accepted in India of the state of affairs of the Company as at March31 2016 its profit and its cash flows for the year ended on that date.

Emphasis of Matter

We draw attention to:

(a) Note 36(m) of the accompanying standalone financial statements regardingrecognition of Minimum Alternate

Tax ('MAT') credit entitlement in respect of certain interest income based on theconsideration that the Company would be able to claim tax holiday benefit on the same asper provision of section 80IAB of the Income Tax Act 1961 more fully described in thesaid note.

(b) Note 39 of the accompanying standalone financial statements regarding the basis ofrecognition of certain projects service revenue during the previous year as more fullydescribed in the said note.

(c) Note 42 of the accompanying standalone financial statements regarding theaccounting treatment followed by as per the composite scheme of arrangement between AdaniEnterprises Limited and the Company approved by the High Court of Gujarat.

Our opinion is not qualified in respect of these matters.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor's report) Order

2016 ("the Order") issued by the Central Government of India in terms ofsub-section (11) of section 143 of the Act we give in the Annexure 1 a statement on thematters specified in paragraphs 3 and 4 of the Order.

2. As required by section 143 (3) of the Act we report that:

(a) We have sought and obtained all the information and explanations which to the bestof our knowledge and belief were necessary for the purpose of our audit;

(b) In our opinion proper books of account as required by law have been kept by theCompany so far as it appears from our examination of those books;

(c) The Balance Sheet Statement of Profit and Loss and Cash Flow Statement dealt withby this Report are in agreement with the books of account;

(d) In our opinion the aforesaid standalone financial statements comply with theAccounting Standards specified under section 133 of the Act read with Rule 7 of theCompanies (Accounts) Rules 2014;

(e) On the basis of written representations received from the directors as on March 312016 and taken on record by the Board of Directors none of the directors is disqualifiedas on March 31 2016 from being appointed as a director in terms of section 164 (2) ofthe Act;

(f) With respect to the adequacy of the internal financial controls over financialreporting of the Company and the operating effectiveness of such controls refer to ourseparate Report in "Annexure 2" to this report;

(g) With respect to the other matters to be included in the Auditor's Report inaccordance with Rule 11 of the Companies (Audit and Auditors) Rules 2014 in our opinionand to the best of our information and according to the explanations given to us:

i. The Company has disclosed the impact of pending litigations on its financialposition in its financial statements - Refer Note 36 to the financial statements;

ii. The Company has made provision as required under the applicable law or accountingstandards for material foreseeable losses if any on longterm contracts includingderivative contracts - Refer Note 8 to the financial statements:

iii. There has been no delay in transferring amounts required to be transferred tothe Investor Education and Protection Fund by the Company.

For S R B C & CO LLP
Chartered Accountants
ICAI Firm Registration Number: 324982E/E300003
per Arpit K. Patel
Place of Signature: Ahmedabad Partner
Date : May 03 2016 Membership Number: 34032

Annexure 1 referred to in Paragraph 1 of Report on Other Legal and RegulatoryRequirements of our report of even date for the year ended March 31 2016

(i) (a) The Company has maintained proper records showing full particulars includingquantitative details and situation of fixed assets.

(b) The Company has regular programme of physical verification of its fixed assetsthrough which all the fixed assets are verified in a phased manner over a period of threeyears. In our opinion physical verification is reasonable having regard to the size ofthe Company and the nature of its assets. No material discrepancies were noticed on suchverification.

(c) According to information and explanations given by the management the title deedsof immovable properties included in fixed assets except for the immovable property in thenature of reclaimed land having Gross Book Value (GBV) aggregating ' 202.21 crores and NetBook Value (NBV) aggregating ' 181.35 crores and residential flats having GBV of ' 131.04crores and NBV of ' 119.33 crores which are not registered in the name of the Company.Also refer note 12 of the financial statements.

(ii) The management has conducted physical verification of inventory at reasonableintervals during the year and no material discrepancies were noticed on such physicalverification.

(iii) (a) The Company has granted loans to twenty two companies covered in the registermaintained under section 189 of the Companies Act 2013. The loans have been granted basedon approval of Finance Committee at varying terms and conditions which in our opinion andaccording to the information and explanations given to us the terms and conditions aregenerally not prejudicial to the Company's interest.

(b) In respect of loans granted to parties covered in the register maintained undersection 189 of the Companies Act 2013 repayment of the principal amount and payment ofinterest has been regular excep t in respect of certain loan tran saction s aggregating' 4500.35 crores whereby the Company has amended/extended/rolled over the Schedule ofrepayment of principal and payment of interest rate of interest than as stipulated atthe time of grant of loan.

(c) Read with paragraph (iii)(b) above there are no amounts of loans granted tocompanies firms or other parties listed in the register maintained under section 189 ofthe Companies Act 2013 which are overdue for more than ninety days.

(iv) In our opinion and according to the information and explanations given to us andconsidering the legal opinion taken by the Company on applicability of section 185 of theCompanies Act 2013 in respect of certain loan transactions and that the same have beengiven in the ordinary course of the business the Company has complied with the provisionsof section 185 of the Companies Act 2013. Further based on the information andexplanations given to us being an infrastructure company provision of section 186 of theCompanies Act 2013 is not applicable to the Company and hence not commented upon.

(v) The Company has not accepted any deposits from the public.

(vi) To the best of our knowledge and as explained the Central Government has notspecified the maintenance of cost records under clause 148(1) of the Companies Act 2013for the services of the Company.

(vii) (a) The Company is regular in depositing with appropriate authorities undisputedstatutory dues including provident fund employees' state insurance income tax salestax service tax duty of customs duty of excise value added tax cess and othermaterial statutory dues applicable to it.

(b) According to the information and explanations given to us no undisputed amountspayable in respect of provident fund employees' state insurance income tax service taxsales tax duty of custom duty of excise value added tax cess and other materialstatutory dues were outstanding at the year end for a period of more than six monthsfrom the date they became payable.

(c) According to the records of the Company the dues outstanding of service taxcustoms duty excise duty and income tax on account of any dispute are as follows:

Name of Statute Nature of Tax Amount (Rs. in Crores) Period to which the amount relates Forum where dispute is pending
Customs Act 1962 Custom Duty 2.00 Jun-08 Commissioner of Customs & Central Excise Ahmedabad
Customs Act 1962 Custom Duty 0.14 July 2003 Assistant Commissioner of Customs Mundra
Customs Act 1962 Custom Duty 0.25 August 2007 Deputy Commissioner of Customs Mundra
Finance Act 1994 Service Tax 6.72 December 2004 to March 2006 Supreme court
Service Tax 0.56 October 2003 to August 2005 Commissioner (Appeals) Rajkot
Service Tax 42.51 April 2006 to September 2007 Customs Excise and Service Tax Appellate Tribunal Ahmedabad
Service Tax 66.96 October 2007 to September 2008 Customs Excise and Service Tax Appellate Tribunal Ahmedabad
Service Tax 77.54 October 2008 to September 2009 Customs Excise and Service Tax Appellate Tribunal Ahmedabad
Service Tax 0.61 September 2009 to March 2010 Commissioner of Service Tax Ahmedabad.
Service Tax 116.84 October 2009 to September 2011 Customs Excise and Service Tax Appellate Tribunal Ahmedabad
Finance Act 1994 Service Tax 0.87 April 2011 to September 2011 Customs Excise and Service Tax Appellate Tribunal Ahmedabad
Service Tax 30.64 April 2011 to March 2012 Commissioner of Service Tax Ahmedabad
Service Tax 23.36 April 2012 to September 2012 Commissioner / Addl. Commissioner of Service Tax Ahmedabad
Service Tax 28.35 October 2012 to March 2013 Commissioner / Joint Commissioner of Service Tax Ahmedabad
Service Tax 26.06 April 2013 to September 2013 Commissioner / Joint Commissioner of Service Tax Ahmedabad
Service Tax 34.41 October 2013 to March 2014 Commissioner / Joint Commissioner of Service Tax Ahmedabad
Finance Act Service Tax 6.72 April 2004 to August 2009 High Court of Gujarat
1994 Service Tax 0.15 April 2009 to March 2010 Commissioner of Service Tax Ahmedabad
Service Tax 0.02 2010-11 Commissioner of Service Tax Ahmedabad
Income Tax Income Tax 19.76 AY 2009 - 10 Income Tax Appellate Tribunal
Act 1961 Income Tax 11.98 AY 2010 - 11
Income Tax 41.29 AY 2011 - 12
Income Tax 12.59 AY 2012 - 13 CIT (Appeal)

(viii) In our opinion and according to information and explanations given by themanagement the Company has not defaulted in repayment of dues to financial institutionsbanks or debenture holders. The Company does not have any outstanding dues to governmentduring the year.

(ix) In our opinion and according to the information and explanations given by themanagement and on an overall examination of the balance sheet the monies raised by waydebt instruments in the nature of foreign currency bonds and term loans were applied forthe purposes for which those were raised though idle/ surplus funds which were notrequired for immediate utilization have been temporarily invested in fixed deposits /mutual funds.

(x) Based upon the audit procedures performed for the purpose of reporting the true andfair view of the financial statements and according to the information and explanationsgiven by the management we report that no fraud by the Company or no fraud on the Companyby the officers and employees of the Company has been noticed or reported during the year.

(xi) According to the information and explanations given by the management we reportthat the managerial remuneration has been paid / provided in accordance with the requisiteapprovals mandated by the provisions of section 197 read with Schedule V to the CompaniesAct 2013.

(xii) In our opinion the Company is not a nidhi company. Therefore the provisions ofclause 3(xii) of the order are not applicable to the Company and hence not commented upon.

(xiii) According to the information and explanations given by the management andconsidering the legal opinion obtained by the management in respect of transactionsrelated to advance given for purchase of equity shares and certain immovable propertiesthat these transactions have been entered into with the related parties in the ordinarycourse of business and transactions with related parties are in compliance with section177 and 188 of Companies Act 2013 where applicable and the details have been disclosed inthe notes to the financial statements as required by the applicable accounting standards.

(xiv) According to the information and explanations given to us and on an overallexamination of the balance sheet the company has not made any preferential allotment orprivate placement of shares or fully or partly convertible debentures during the yearunder review and hence reporting requirements under clause 3(xiv) are not applicable tothe Company and hence not commented upon.

(xv) According to the information and explanations given by the management the Companyhas not entered into any non-cash transactions with directors or persons connected withhim as referred to in section 192 of Companies Act 2013.

(xvi) According to the information and explanations given to us the provisions ofsection 45-IA of the Reserve Bank of India Act 1934 are not applicable to the Company.

For S R B c & co LLP
Chartered Accountants
ICAI Firm Registration Number: 324982E/E300003
per Arpit K. Patel
Place of Signature: Ahmedabad Partner
Date : May 03 2016 Membership Number: 34032

Annexure 2 to the Independent Auditors' Report of even date on the standalone financialstatements of Adam Ports and Special Economic Zone Limited

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section143 of the Companies Act 2013 ("the Act")

To the Members of

ADANI PoRTs AND sPEcIAL Economic ZoNE UMITED

We have audited the internal financial controls over financial reporting of Adani Portsand Special Economic Zone Limited ("the Company") as of March 31 2016 inconjunction with our audit of the standalone financial statements of the Company for theyear ended on that date.

Management's Responsibility for Internal Financial controls

The Company's Management is responsible for establishing and maintaining internalfinancial controls based on the internal control over financial reporting criteriaestablished by the Company considering the essential components of internal control statedin the Guidance Note on Audit of Internal Financial Controls Over Financial Reportingissued by the Institute of Chartered Accountants of India. These responsibilities includethe design implementation and maintenance of adequate internal financial controls thatwere operating effectively for ensuring the orderly and efficient conduct of its businessincluding adherence to the Company's policies the safeguarding of its assets theprevention and detection of frauds and errors the accuracy and completeness of theaccounting records and the timely preparation of reliable financial information asrequired under the Companies Act 2013.

Auditors' Responsibility

Our responsibility is to express an opinion on the Company's internal financialcontrols over financial reporting based on our audit. We conducted our audit in accordancewith the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting(the "Guidance Note") and the Standards on Auditing as specified under section143(10) of the Companies Act 2013 to the extent applicable to an audit of internalfinancial controls both applicable to an audit of Internal Financial Controls and bothissued by the Institute of Chartered Accountants of India. Those Standards and theGuidance Note require that we comply with ethical requirements and plan and perform theaudit to obtain reasonable assurance about whether adequate internal financial controlsover financial reporting was established and maintained and if such controls operatedeffectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy ofthe internal financial controls system over financial reporting and their operatingeffectiveness. Our audit of internal financial controls over financial reporting includedobtaining an understanding of internal financial controls over financial reportingassessing the risk that a material weakness exists and testing and evaluating the designand operating effectiveness of internal control based on the assessed risk. The proceduresselected depend on the auditor's judgement including the assessment of the risks ofmaterial misstatement of the financial statements whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate toprovide a basis for our audit opinion on the internal financial controls system overfinancial reporting.

Meaning of Internal Financial Controls Over Financial Reporting

A company's internal financial control over financial reporting is a process designedto provide reasonable assurance regarding the reliability of financial reporting and thepreparation of financial statements for external purposes in accordance with generallyaccepted accounting principles. A company's internal financial control over financialreporting includes those policies and procedures that (1) pertain to the maintenance ofrecords that in reasonable detail accurately and fairly reflect the transactions anddispositions of the assets of the company; (2) provide reasonable assurance thattransactions are recorded as necessary to permit preparation of financial statements inaccordance with generally accepted accounting principles and that receipts andexpenditures of the company are being made only in accordance with authorisations ofmanagement and directors of the company; and (3) provide reasonable assurance regardingprevention or timely detection of unauthorised acquisition use or disposition of thecompany's assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial controls over Financial Reporting

Because of the inherent limitations of internal financial controls over financialreporting including the possibility of collusion or improper management override ofcontrols material misstatements due to error or fraud may occur and not be detected.Also projections of any evaluation of the internal financial controls over financialreporting to future periods are subject to the risk that the internal financial controlover financial reporting may become inadequate because of changes in conditions or thatthe degree of compliance with the policies or procedures may deteriorate.

opinion

In our opinion the Company has in all material respects an adequate internalfinancial controls system over financial reporting and such internal financial controlsover financial reporting were operating effectively as at March 31 2016 based on theinternal control over financial reporting criteria established by the Company consideringthe essential components of internal control stated in the Guidance Note on Audit ofInternal Financial Controls Over Financial Reporting issued by the Institute of CharteredAccountants of India.

For s R B c & co LLP
Chartered Accountants
ICAI Firm Registration Number: 324982E/E300003
per Arpit K. Patel
Place of Signature: Ahmedabad Partner
Date : May 03 2016 Membership Number: 34032

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