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23 Annual Report 2014-15 23RD ANNUAL REPORT 2014-15 COMPANY INFORMATION CONTENTS BOARD OF DIRECTORS Notice....................................................................... 2 Mr. Gautam S. Adani, Chairman Mr. Rajesh S. Adani, Managing Director Directors' Report……………………………….…………………..…. 20 Mr. Ameet H. Desai, Executive Director & CFO Corporate Social Responsibility .......................... 54 Mr. Pranav Adani, Director (w.e.f. 31st March, 2015) Management Discussion and Analysis Report... 58 Mr. Vasant S. Adani Corporate Governance Report..……………………….….. 69 Mr. S. K. Tuteja Business Responsibility Report............................ 91 Mr. Anil Ahuja Dr. Ravindra H. Dholakia Independent Auditors' Report ..……...................... 101 Mr. Berjis Desai Balance Sheet…………………………………………………..…....... 106 Ms. Dharmishta N. Rawal (w.e.f. 31st March, 2015) Statement of Profit and Loss……………………….......... 107 COMPANY SECRETARY Cash Flow Statement………………………....................... 108 Mr. Jatin Jalundhwala Notes to Financial Statements……………….….......... 110 AUDITORS Independent Auditors' Report on Consolidated M/s. Dharmesh Parikh & Co. Financial Statements………………………………………......... 156 Chartered Accountants Ahmedabad. Consolidated Balance Sheet……………………............. 164 REGISTERED OFFICE Consolidated Statement of Profit and Loss….... 165 “Adani House”, Consolidated Cash Flow Statement………….......... 166 Nr. Mithakhali Six Roads, Navrangpura, Notes to Consolidated Financial Statements.... 168 Ahmedabad-380 009, Gujarat (INDIA) CIN:L51100GJ1993PLC019067 Salient features of the financial statements of subsidiaries/ associate/ joint ventures................ 229 BANKERS State Bank of India, Ahmedabad ICICI Bank Ltd., Mumbai Axis Bank Ltd., Ahmedabad Standard Chartered Bank, Ahmedabad YES Bank Ltd., Mumbai Bank of Maharashtra, Mumbai Important Communication to Members HDFC Bank Ltd., Ahmedabad IDBI Bank Ltd., Ahmedabad The Ministry of Corporate Affairs has taken a Canara Bank, Ahmedabad “Green Initiative in the Corporate Governance” by Indusind Bank Ltd., Ahmedabad allowing paperless compliances by the Companies RBL Bank Ltd., Mumbai and has issued circulars stating that service of Syndicate Bank, Ahmedabad notice / documents including Annual Report can be Karnataka Bank Ltd., Mangalore sent by e-mail to its members. To support this green initiative of the Government in full measure, REGISTRAR AND TRANSFER AGENT members who have not registered their e-mail Sharepro Services (India) Pvt. Ltd. addresses, so far, are requested to register their 416-420, 4th Floor, Devnandan Mall, e-mail addresses, in respects of electronics holding Opp. Sanyash Ashram, Ellisbridge, with the Depository through their concerned Ahmedabad – 380 006 Depository Participants. Tel. No.: +91 – 79 – 2658 2381 to 84 Fax: +91 – 79 – 2658 2385 1 23rd Annual Report 2014-15 NOTICE NOTICE is hereby given that the 23rd Annual General Meeting of Adani Enterprises Limited will be held on Tuesday, 11th August, 2015 at 11.30 a.m. at J.B. Auditorium, Ahmedabad Management Association, AMA Complex, ATIRA, Dr. Vikram Sarabhai Marg, Ahmedabad - 380 015 to transact the following businesses: ORDINARY BUSINESS 1. To receive, consider and adopt the audited financial statements (including audited consolidated financial statements) for the financial year ended on 31st March, 2015 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. Rajesh S. Adani (DIN: 00006322), who retires by rotation and being eligible, offers himself for re-appointment. 4. To consider and if thought fit, to pass, with or without modification(s), the following resolution as an Ordinary Resolution: “RESOLVED THAT pursuant to the provisions of Section 139 and other applicable provisions, if any, of the Companies Act, 2013 and the Rules framed thereunder, as amended from time to time, M/s. Dharmesh Parikh and Co., Chartered Accountants, Ahmedabad (Firm Registration No.: 112054W) be and is hereby appointed as Statutory Auditors of the Company to hold office from the conclusion of this Annual General Meeting (AGM) till the conclusion of 25th AGM of the Company to be held in the year 2017 (subject to ratification of their appointment at every AGM) on such remuneration (including fees for certification) and reimbursement of out of pocket expenses for the purpose of audit as may be fixed by the Board of Directors of the Company, on the recommendation of the Audit Committee.” SPECIAL BUSINESS 5. To consider and if thought fit, to pass, with or without modification(s), the following resolution as an Ordinary Resolution: “RESOLVED THAT pursuant to the provisions of Sections 149, 152 and other applicable provisions, if any, of the Companies Act, 2013 (Act) and the rules framed thereunder, read with Scheduled IV of the Act, as amended from time to time, Ms. Dharmishta N. Rawal (DIN: 02792246), who was appointed as an Additional Director pursuant to the provisions of Section 161(1) of the Act and Articles of Association of the Company and who holds office up to the date of this Annual General Meeting and in respect of whom the Company has received a notice in writing under Section 160 of the Act from a member proposing her candidature for the office of Director, be and is hereby appointed as an Independent Director (Non-Executive) of the Company to hold office for a period of 5 (five) consecutive years w.e.f 1st April, 2015.” 6. To consider and if thought fit, to pass, with or without modification(s), the following resolution as an Ordinary Resolution: “RESOLVED THAT Mr. Pranav Adani (DIN: 00008457), who was appointed as an Additional Director pursuant to the provisions of Section 161(1) of the Companies Act, 2013 (Act) and Articles of Association of the Company and who holds office up to the date of this Annual General Meeting and in respect of whom the Company has received a notice in writing under Section 160 of the Act from a member proposing his candidature 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 a Special Resolution: “RESOLVED THAT in accordance with the provisions of Sections 196, 197, 203, Schedule V and other applicable provisions, if any, of the Companies Act, 2013 (Act) and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force), and also subject to the approval of the Central Government, if required, the Company hereby accords its approval to the appointment of Mr. Pranav Adani (DIN : 00008457), as an Executive Director designated as Director of the Company for a period of 5 (five) years w.e.f. 1st April, 2015 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 Board of Directors to alter and vary the terms and conditions of the said appointment and /or remuneration so as the total remuneration payable to him shall not exceed the limits 2 specified in Schedule V to the Companies Act, 2013 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. Pranav Adani. RESOLVED FURTHER THAT notwithstanding anything contained to the contrary in the Companies Act, 2013, wherein any financial year the Company has no profits or has inadequate profit, Mr. Pranav Adani will be paid minimum remuneration as stated in the Explanatory Statement or such remuneration as may be approved by the Board within the ceiling prescribed under Schedule V of the Companies Act, 2013 or any modification or re-enactment thereof at relevant time. RESOLVED FURTHER THAT in the event of any statutory amendment or modification by the Central Government to Schedule V to the Companies Act, 2013, the Board of Directors be and is hereby authorized to vary and alter the terms of appointment including salary, commission, perquisites, allowances etc. payable to Mr. Pranav Adani within such prescribed limit or ceiling and as agreed by and between the Company and Mr. Pranav Adani without any further reference to the Company in the General Meeting. RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorized to take such steps as may be necessary to give effect to this Resolution.” 8. To consider and if thought fit, to pass, with or without modification(s), the following resolution as a Special Resolution: “RESOLVED THAT in accordance with the provisions of Sections 196, 197, 203, Schedule V and other applicable provisions, if any, of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force), and also subject to the approval of the Central Government, if required, the Company hereby accords its approval to the re-appointment of Mr. Rajesh S. Adani (DIN: 00006322), as Managing Director of the Company for a period of 5 (five) years w.e.f. 10th June, 2015 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 Board of Directors to alter and vary the terms and conditions of the said appointment and /or remuneration so as the total remuneration
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