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Adani Ports & Special Economic Zone Ltd.

BSE: 532921 Sector: Others
NSE: ADANIPORTS ISIN Code: INE742F01042
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OPEN 407.95
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VOLUME 15809
52-Week high 421.60
52-Week low 246.00
P/E 26.93
Mkt Cap.(Rs cr) 83,149
Buy Price 0.00
Buy Qty 0.00
Sell Price 401.50
Sell Qty 503.00
OPEN 407.95
CLOSE 407.00
VOLUME 15809
52-Week high 421.60
52-Week low 246.00
P/E 26.93
Mkt Cap.(Rs cr) 83,149
Buy Price 0.00
Buy Qty 0.00
Sell Price 401.50
Sell Qty 503.00

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

Company director report

Dear Shareholders

Your Directors are pleased to present the 18th Annual Report along with the auditedfinancial statements of your Company for the financial year ended on March 31 2017.

Financial Performance:

The Company has adopted the Indian Accounting Standards ("Ind AS") notifiedunder the Companies (Indian Accounting

Standards) Rules 2015 w.e.f April 1 2016. Financial statements for the year ended andas at March 31 2016 have been restated to conform to Ind AS. The summarized financialhighlight is depicted below:

( Rs in crore)
Particulars Consolidated Standalone
2016-17 2015-16 2016-17 2015-16
Revenue from operations 8439.35 7108.65 4878.86 4619.17
Other Income 1040.11 732.67 1284.67 1172.77
Total Income 9479.46 7841.32 6163.53 5791.94
Operating expenses 3024.66 2484.32 1331.81 1241.25
Depreciation and Amortisation Expenses 1160.19 1062.96 540.71 519.32
Foreign Exchange (Gain) / Loss (net) (277.44) 50.30 (200.33) 70.65
Finance Cost
- Interest and Bank Charges 1281.24 1193.61 1103.40 929.75
- Derivative (Gain)/Loss 111.94 (69.31) 95.00 (75.30)
Total Expenditure 5300.59 4721.88 2870.59 2685.67
Profit before share of profit from joint ventures and tax 4178.87 3119.44 3292.94 3106.27
Tax Expense (net) 286.63 282.81 192.33 141.77
Profit after tax and before share of profit from joint ventures 3892.24 2836.63 3100.61 2964.50
Share of Profit from Joint Ventures 9.26 19.27 - -
Net Profit for the year 3901.50 2855.90 3100.61 2964.50
Total Other Comprehensive Income 6.67 16.98 12.33 16.60
Total Comprehensive Income for the year (net of tax) 3908.17 2872.88 3112.94 2981.10
Attributable to:
Equity holders of the parent 3919.94 2913.72 3112.94 2981.10
Non-controlling interests (11.77) (40.84) - -

There are no material changes and commitments affecting the financialposition of theCompany between the end of the financial year and the date of this report.

Performance Highlights:

Your Company has created a milestone in Indian commercial ports history by handling168.72 MMT of cargo. Mundra Port continues to rank 1st in terms of total cargo handlingand 2nd in terms of container cargo handling during the year under review. The other portsdeveloped and being operated by your Company at Dahej Hazira Kandla Dhamra Murmugaoand Kattupalli have performed well.

The audited consolidated financial statements of the

Company as on March 31 2017 prepared in accordance with the relevant applicable IndAS and Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 and provisions of the Companies Act 2013 forms part of this AnnualReport.

The key aspects of your Company's consolidated performance during the financial year2016-17 are as follows:

Cargo volume increased by 11% from 151.51 MMT in 2015-16 to 168.72 MMT in 2016-17.

Total Income increased by 21% from C7841.32 crore in 2015-16 to C9479.46 crore in2016-17.

Profit after Tax increased by 35% fromC2913.72 crore in 2015-16 to C3919.94 crore in2016-17.

Earning per Share (EPS) for the year increased by 35% from C13.99 in 2015-16 to C18.89in 2016-17.

The detailed operational performance of the Company has been comprehensively discussedin the Management Discussion and Analysis Report which forms part of this Report.

Dividend:

Your Directors have recommended a dividend of 65% (C1.30 per equity share of C2 each)on the equity shares and 0.01% dividend on 0.01% Non-Cumulative Redeemable PreferenceShares of C10 each for the financial year 2016-17. The said dividend if approved by theshareholders would involve a cash outflow of C 324.03 crore including tax thereon.

Transfer to Reserves:

The Company proposes to transfer C355.66 crore to Debenture Redemption Reserve out ofthe amount available for appropriation.

Status of Scheme of Arrangement:

During the year under review the Board of Directors at its meeting held on February14 2017 had approved the Scheme of Arrangement between Adani Ports and Special EconomicZone Limited (the Company or Transferor Company) and The Adani Harbour Services PrivateLimited (the Transferee Company) and their respective shareholders and creditors (scheme)for transfer and vesting of Marine Business Undertaking of the Company to the TransfereeCompany as a going concern on Slump Sale basis for which lump sum consideration shall bepaid by the Transferee Company to the Company. The rationale for the Scheme of Arrangementis as under:

Both the Transferor Company and the Transferee Company are carrying on marinebusiness. Consolidating similar businesses within one company would enable the businessactivities to be carried out with greater focus and specialization for sustained growth.It is expected that the proposed consolidation will allow more focused strategystandardization in operations operating cost optimization better monitoring andutilization of assets effective coordination with customers which in turn would enhanceshareholder's value.

The said Scheme is effective upon approval of shareholders creditors Hon'ble NationalCompany Law Tribunal and other regulatory and statutory approvals as applicable.

US Bond Issuance - Rule 144A/Regulation S Offerings:

During the year under review your Company priced rule 144A/Regulation S offering ofUSD 500 million 3.95% Senior Unsecured Notes due 2022. These Notes are rated Baa3(Moody's) BBB- (S&P) and BBB- (Fitch).

Fixed Deposits:

During the year under review your Company has not accepted any fixed deposits withinthe meaning of Section 73 of the Companies Act 2013 read with rules made there under.

Non-Convertible Debentures:

During the year under review your Company has issued 42520 Rated Listed SecuredRedeemable Non-Convertible Debentures (NCDs) of face value of C10 lakh each aggregating toC4252 crore on a private placement basis listed on the Wholesale Debt Market Segment ofBSE Limited.

Further your Company has redeemed 14600 NCDs of face value of C10 lakh each andbought-back 8483 NCDs of face value of C10 lakh each issued on private placement basis.

Particulars of loans guarantees or investments:

The provisions of Section 186 of the Companies Act 2013 with respect to a loanguarantee or security is not applicable to the Company as the Company is engaged inproviding infrastructural facilities which is exempted under Section 186 of the CompaniesAct 2013. The details of investment made during the year under review are disclosed inthe financial statements.

Subsidiaries Joint Ventures and Associate Companies:

Your Company had 26 (direct and indirect) subsidiaries as on March 31 2017.

During the year under review the following changes have taken place:

Adani Petroleum Terminal Private Limited was incorporated as wholly ownedsubsidiary of the company on April 26 2016 with an object to promote invest and todevelop operate maintain hydro-carbons terminal.

Abbot Point Operations Pty Ltd a wholly owned subsidiary company hasacquired 100% stake of Abbot Point Bulkcoal Pty Ltd (APBPL) and accordingly APBPL becamestep down subsidiary.

Your Company has acquired 100% stake of The Adani Harbour Services PrivateLimited (Formerly TM Harbour Services Private Limited) (TAHSPL) pursuant to sharepurchase agreement signed on December 7 2016 and accordingly TAHSPL become wholly ownedsubsidiary.

Your Company has divested its entire stake of Mundra LPG Terminal PrivateLimited (MLTPL) to Adani Petroleum Terminal Private Limited and accordingly MLTPL becomestep down subsidiary.

Your Company has acquired 100% stake of Mundra LPG Infrastructure PrivateLimited (MLIPL) from Adani Hazira Port Private Limited and accordingly MLIPL becamewholly owned subsidiary.

Your Company has acquired 26% stake of Adani Kandla Bulk Terminal PrivateLimited (AKBTPL) and Adani Murmugao Port Terminal Private Limited (AMPTPL) from AdaniEnterprises Limited and accordingly AKBTPL and AMPTPL become wholly owned subsidiaries.

No Company has become/ceased to be a Joint venture/ associate during the financial year2016-17.

Mundra International Gateway Terminal Private Limited was incorporated as wholly ownedsubsidiary of the company on May 17 2017 with an object to develop operate maintainports and related infrastructure facilities.

Pursuant to the provisions of Section 129 134 and 136 of the Companies Act 2013 readwith rules made thereunder and pursuant to Regulation 33 of the SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 the

Company had prepared consolidated financial statements of the Company and itssubsidiaries and a separate statement containing the salient features of financialstatement of subsidiaries joint ventures and associates in Form AOC-1 forms part of thisAnnual Report.

The annual financial statements and related detailed information of the subsidiarycompanies shall be made available to the shareholders of the holding and subsidiarycompanies seeking such information on all working days during business hours. Thefinancial statements of the subsidiary companies shall also be kept for inspection by anyshareholder/s during working hours at the Company's registered office and that of therespective subsidiary companies concerned. In accordance with Section 136 of the CompaniesAct 2013 the audited financial statements including consolidated financial statementsand related information of the Company and audited accounts of each of its subsidiariesare available on website www.adaniports. com. Details of developments of subsidiaries ofthe Company are covered in the Management Discussion and Analysis Report which forms partof this Report.

Directors and Key Managerial Personnel:

During the year under review Mr. A. K. Rakesh IAS (DIN: 00063819) representingGujarat Maritime Board ceased to be Director w.e.f September 7 2016. Board places onrecord the deep appreciation for valuable services and guidance provided by him during thetenure of his Directorship.

Mr. Gautam S. Adani (DIN: 00006273) was re-appointed as Chairman and Managing Directorfor a period of five years w.e.f July 1 2017 subject to approval of shareholders of theCompany.

Mr. Karan Adani CEO (DIN: 03088095) of the Company was appointed as an AdditionalDirector and Whole Time Director of the Company for a period of five years w.e.f May 242017 subject to the approval of shareholders of the Company.

Your Company has received declarations from all the Independent Directors of theCompany confirming that they meet with the criteria of independence as provided in Section149(6) of the Companies Act 2013 and Regulation 16(1)(b) of the SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 and there has been no change in thecircumstances which may affect their status as independent director during the year.

Pursuant to the requirements of the Companies Act 2013 and Articles of Association ofthe Company Mr. Rajesh S. Adani (DIN: 00006322) is liable to retire by rotation and beingeligible offers himself for re-appointment. The Board recommends the appointment of Mr.Rajesh S. Adani as Director of the Company retiring by rotation.

Brief details of Mr. Gautam S. Adani Mr. Rajesh S. Adani and Mr. Karan Adani asrequired under Regulation 36 of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 is provided in the Notice of the Annual General Meeting.

Directors' Responsibility Statement:

Pursuant to Section 134(5) of the Companies Act 2013 the Board of Directors to thebest of their knowledge and ability state the following: a. that in the preparation ofthe annual financial statements the applicable accounting standards have been followedalong with proper explanation relating to material departures if any; b. that suchaccounting policies have been selected and applied consistently except which has beenmentioned in the notes and judgement and estimates have been made that are reasonable andprudent so as to give a true and fair view of the state of affairs of the Company at theend of the financial year and of the profit and loss of the Company for that period; c.that proper and sufficient care has been taken for the maintenance of adequate accountingrecords in accordance with the provisions of the Companies Act 2013 for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities; d.that the annual financial statements have been prepared on a going concern basis; e. thatproper internal financial controls were in place and that the financial control wereadequate and were operating effectively; f. that proper systems to ensure compliance withthe provisions of all applicable laws were in place and were adequate and operatingeffectively.

Number of Board Meetings:

The Board of Directors met 5 (five) times during the year under review. The details ofboard meetings and the attendance of the Directors are provided in the CorporateGovernance Report which forms part of this Report.

Independent Directors' Meeting:

The Independent Directors met on February 14 2017 without the attendance ofNon-Independent Directors and members of the Management. The Independent Directorsreviewed the performance of Non-Independent Directors and the Board as a whole; theperformance of the Chairman of the Company taking into account the views of ExecutiveDirectors and Non-Executive Directors and assessed the quality quantity and timeliness offlow of information between the Company Management and the Board that is necessary for theBoard to effectively and reasonably perform their duties.

Board Evaluation:

The Board adopted a formal mechanism for evaluating its performance as well as that ofits Committees and individual Directors including the Chairman of the Board. The exercisewas carried out through a structured evaluation process covering various aspects of theBoards functioning such as composition of the Board & committees experience &competencies performance of specific duties & obligations contribution at themeetings and otherwise independent judgement governance issues etc.

All Directors participated in the evaluation survey and review was carried out througha peer-evaluation excluding the Director being evaluated. The result of evaluation wasdiscussed in the Independent Director's meeting held on February 14 2017 Nomination andRemuneration Committee meeting and in the Board Meeting held on May 24 2017.

The Board members noted the suggestions / inputs of Independent Directors Nominationand Remuneration Committee and discussed various initiatives to further strengthen Boardeffectiveness.

Policy on directors' appointment and remuneration:

The Company's policy on directors' appointment and remuneration and other mattersprovided in Section 178(3) of the Companies Act 2013 is available on the website of theCompany at http://www.adaniports.com/investor/investor-download.

Internal Financial control system and their adequacy:

The details in respect of internal financial control and their adequacy are included inManagement Discussion and Analysis Report which forms part of this report.

Risk Management:

The Board of the Company has formed a Risk Management Committee to frame implement andmonitor the risk management plan for the Company. The committee is responsible forreviewing the risk management plan and ensuring its effectiveness. The audit committee hasadditional oversight in the area of financial risks and controls. The major risksidentified by the businesses are systematically addressed through mitigation actions on acontinual basis.

Committees of Board:

Details of various committees constituted by the Board of Directors as per theprovisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015and Companies Act 2013 are given in the Corporate Governance Report which forms part ofthis report.

Sustainability and Corporate Social Responsibility:

The Company has changed the nomenclature of "Corporate Social Responsibilityandmaterial orders passed by the Committee" to "Sustainability and CorporateSocial Responsibility Committee" (CSR) and has approved the revised terms ofreference. The brief details of CSR Committee and contents of CSR policy is provided inthe Corporate Governance Report. The Annual Report on CSR activities is annexed and formspart of this report. The CSR policy is available on the website of the Company at http://www.adaniports.com/sustainability/policies.

Corporate Governance and Management Discussion and Analysis Report:

A separate report on Corporate Governance compliance and a Management Discussion andAnalysis Report as stipulated by SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 forms part of this Annual Report along with the required Certificatefrom a Practising Company Secretary regarding compliance of the conditions of CorporateGovernance as stipulated.

In compliance with Corporate Governance requirements your Company has formulated andimplemented a Code of Business Conduct and Ethics for all Board members and seniormanagement personnel of the Company who have affirmed the compliance thereto.

Business Responsibility Report:

The Business Responsibility Report for the year ended March 31 2017 as stipulatedunder Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 is annexed which forms part of this Annual Report.

Prevention of Sexual Harassment at Workplace:

As per the requirement of The Sexual Harassment of Women at Workplace (PreventionProhibition & Redressal) Act 2013 and rules made thereunder your Company hasconstituted Internal Complaints Committee (ICC) which is responsible for redressal ofcomplaints related to sexual harassment. During the year under review there were nocomplaints pertaining to sexual harassment.

Extract of Annual Return:

The details forming part of the extract of the Annual Return in Form MGT-9 is annexedto this report as Annexure-A.

Related Party Transactions:

All the related party transactions entered into during the financial year were on anarm's length basis and were in the ordinary course of business. Your Company had notentered into any transactions with related parties which could be considered material interms of Section 188 of the Companies Act 2013. Accordingly the disclosure of relatedparty transactions as required under Section 134(3) (Rs) of the Companies Act 2013 inForm AOC-2 is not applicable.

Significant regulators or courts or tribunals impacting the going concern status of theCompany:

There are no significant and material orders Regulators or Courts or Tribunals whichwould impact the going concern status and the Company's future operations.

Insurance:

Your Company has taken appropriate insurance for all assets against foreseeable perils.

Quality Health Safety and Environment:

At Adani Ports and Special Economic Zone Limited (APSEZL) Quality Health Safety andEnvironmental (QHSE) responsibilities are integral to operations. Your Company hasacquired International Standards ISO 9001:2015 ISO 14001:2004 OHSAS 18001:2007 ISO28000:2007 certifications specifying the requirements for an Integrated Management System(IMS) as part of its objective to improve quality health safety and environment in thework place.

Apart from the ISO certification your company has adopted its own Safety ManagementSystem (SMS) which is based on the philosophy that safety is primarily line management'sresponsibility. The SMS is divided into 20 elements with each element being owned by anelement owner who is from the line management at Port. These element owners areaccountable for implementation monitoring and sustenance of their respective element.

The organization has revisited its OHS Vision Mission statements and Life Saving Ruleswhich are non-negotiable thereby treating "Safety" as a Value and not apriority. The QHSE policy OHS vision and mission and Life Saving Rules have beencommunicated to all the stakeholders. Further to give impetus to organization's HSE &well-being messages have been issued by the senior leadership team reemphasizing theSafety First culture.

The Company has taken following major initiatives to advance the QHSE commitment:

Significant Safety Initiatives:

1. Successfully completed IMS certification for Adani Ports / Terminals at DahejDhamra Goa and Tuna. Recertification completed for Mundra and Hazira Ports.

2. Business wide implementation of Adani Group Safety Management System (SMS). AdaniPort is harbinger and amongst other businesses to achieve Level 1 of SMS. first

3. Have clocked more than 82 million man hours inducted more than 27000 workers andtrained more than 16000 workers and employees.

4. Online Quiz competition – What Went Wrong (WWW) based on the learning's fromprevious incidents at Ports so as to spread the awareness about the root cause ofincidents and corrective and preventive actions to be taken to prevent recurrence. oftheir appointment at every AGM) for

5. Engaged world leaders like DuPont Chill worth at Hazira and Mundra respectively toassess the gaps in Liquid Terminals in implementation of operational procedures and actionplan to bridge the gaps.

Your Company acknowledges its responsibility towards the Environment and has initiatednumerous initiatives to reduce impact on Environment. The Company has developed a visionfor Zero Waste and is working towards making APSEZ - a Zero Waste Company. APSEZ has takenseveral initiatives at various port locations by focusing on 5R principles of wastemanagement i.e. Reduce Reuse Reprocess Recycle and Recover.

Entire treated sewage is reused for horticulture purpose at all sites and kitchen /food waste generated at Mundra Port Hazira Port Tuna Port and Dahej Port is converted tomanure which is used for horticulture requirements. Paperless drive initiated at Mundrahas reduced printing paper consumption by over 90%.

At Dhamra waste paper is recycled to produce notepads. Under "Plastic free"drive across Mundra Dhamra Goa Kattupalli and Tuna ports alternative solutions areprovided and in situations where use of plastic is unavoidable it is ensured that it iscollected and sent onward for recycling.

Various activities are initiated on pilot scale for water conservation which includeinstallation of water maker (produces water from atmospheric moisture) replacement ofconventional urinal pots by water free urinals flow reducers in water taps etc.

The Company has come out with its first sustainability report as per GRI-G4 guidelines.The Company has evolved

Sustainability Charter for continuous improvement of sustainability performance.

Auditors & Auditors' Report:

As per Section 139 of the Companies Act 2013 read with the Companies (Audit andAuditors) Rules 2014 the term of M/s. S R B C & CO LLP Chartered Accountants (FirmRegistration No.: 324982E / E300003) as the Statutory Auditors of the Company expires atthe conclusion of the ensuing Annual General Meeting (AGM) of the Company.

The Board of Directors of the Company at its meeting held on May 24 2017 on therecommendation of the Audit Committee has made its recommendation for appointment of M/s.Deloitte Haskins & Sells LLP Chartered Accountants (Firm Registration No117366W/W-100018) as the Statutory Auditors of the Company for a term of five consecutiveyears from the conclusion of 18th AGM of the Company till the conclusion of 23rd AGM tobe held in year 2022 (subject to approval ratification of shareholders of the Company.

The Company has received a certificate that they satisfy the criteria provided underSection 141 of the Companies Act 2013 and that the appointment if made shall be inaccordance with the applicable provisions of the Companies Act 2013 and rules framedthereunder.

Notes to the financial statements referred in the Auditors Report are self-explanatoryand therefore do not call for any comments under Section 134 of the Companies Act 2013.

Secretarial Audit Report:

Pursuant to the provisions of Section 204 of the Companies Act 2013 read with therules made thereunder your Company had appointed Mr. Ashwin Shah Practising CompanySecretary to undertake the Secretarial Audit of the Company. The Secretarial Audit Reportfor financial year 2016-17 is annexed which forms part of this report as Annexure-B.

There were no qualifications reservation or adverse remarks in the Secretarial AuditReport of the Company.

Information Technology- an enabler for Growth:

Ports and logistics is a critical industry and is hugely be impacted by the evolutionof emerging and disruptive technologies. Knowing this and keeping up with the businessgrowth and expansion your company in 2016-17 has initiated its journey towards building arobust and scalable enterprise-wide IT infrastructure.

To manage the technology obsolesce risk the company embarked on the journey to upgradeand reform the existing technology stack. In addition the focus was on to ensure that ITskills and capabilities are in place to meet the business needs and create an ITgovernance structure to ensure cost efficiency and continuous improvement in IT servicedelivery.

The company has initiated work towards adopting emerging technologies likeInternet-of-Things (IOT) with value added service such as analytics to improve overalloperational intelligence and produce better business outcomes. Port Community System isbeing developed as a digital solution for port stakeholders so that they are able toseamlessly perform all their activities from the confines of their office premises eitherthrough Web or a Mobile platform.

The strategic direction is to reduce manual intervention through self-service provideintelligence to tailor actions based on events and data and thereby make the best use ofthe resources. The aim is to realise the benefits of safety reliability efficiency andreduced human error.

Awards Certifications and Accreditations:

Dun and Bradstreet - India's Leading Infrastructure Company Port Category - InfraAwards 2016.

Sea Port of the Year – Private at Logistic Asia Award 2016. Sea Port of the Year– Liquid Terminal at Logistic Asia Award 2016.

Samudra Manthan Awards 2016 for Private Port of the Year. Container Handling Port ofthe year at 7th all India Maritime and Logistics Awards.

Private Port/Terminal of the Year Award at India Seatrade Award 2016.

Best Port of the year (Non Containerized) Award at India Maritime Awards.

Best Port of the year (Containerised) Gujarat Star Awards. Won Gold in "1st AnnualEKDKN Exceed Award 2017". MALA Awards - Port/Maritime Personality of the year awardedto a senior official of the Company.

Global Ports Forum award for Port/Terminal Visionary of The Year 2017 awarded to asenior official of the Company.

Global Ports Forum award for Container Terminal Operator of the year 2017. SliverTrophy – "FINEST INDIA SKILLS & TALENT AWARD 2017" category of"Best Fire Safe Company – Services" after its launch for the first time inIndia.

Golden Peacock Award for Corporate Social Responsibility for the year 2016.

Particulars of Employees:

The information required under Section 197 of the Companies Act 2013 read with rule5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014are provided in separate annexure forming part of this Report as Annexure-C.

The statement containing particulars of employees as required under Section 197 of theCompanies Act 2013 read with rule 5(2) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 will be provided upon request. In terms of Section 136of the Companies Act 2013 the Report and Accounts are being sent to the members andothers entitled thereto excluding the information on employees' particulars which isavailable for inspection by the members at the Registered Office of the Company duringbusiness hours on working days of the Company. If any member is interested in obtaining acopy thereof such member may write to the Company Secretary in this regard.

Conservation of Energy Technology Absorption Foreign Exchange Earnings and Outgo:

The information on conservation of energy technology absorption and foreign exchangeearnings and outgo stipulated under Section 134(3)(m) of the Companies Act 2013 read withrule 8 of The Companies (Accounts) Rules 2014 as amended from time to time is annexed tothis Report as Annexure-D.

Acknowledgement:

Your Directors are highly grateful for all the guidance support and assistancereceived from the Government of India Government of Gujarat Gujarat Maritime BoardFinancial Institutions and Banks. Your Directors thank all shareholders esteemedcustomers suppliers and business associates for their faith trust and confidence reposedin the Company.

Your Directors wish to place on record their sincere appreciation for the dedicatedefforts and consistent contribution made by the employees at all levels to ensure thatthe Company continues to grow and excel.

For and on behalf of the Board of Directors

Place: Ahmedabad Gautam S. Adani
Date: May 24 2017 Chairman & Managing Director
(DIN: 00006273)