Notice Calling 25

NOTICE

NOTICE is hereby given that the 25th Annual General Meeting SPECIAL BUSINESS of Adani Enterprises Limited will be held on Wednesday, 6. To consider and if thought fit, to pass, with or without 9th August, 2017 at 10.30 a.m. at J. B. Auditorium, Ahmedabad modification(s), the following resolution as an Ordinary Management Association, AMA Complex, ATIRA, Dr. Vikram Resolution: Sarabhai Marg, Ahmedabad – 380 015 to transact the “RESOLVED THAT pursuant to the provisions of Sections following businesses: 149, 152 and other applicable provisions, if any, of ORDINARY BUSINESS the Companies Act, 2013 (Act) and the rules framed 1. To receive, consider and adopt the audited financial thereunder, read with Schedule IV of the Act, as amended statements (including audited consolidated financial from time to time, Mr. Venkataraman Subramanian statements) for the financial year ended on 31st March, (DIN: 00357727), who was appointed as an Additional 2017 and the Reports of the Board of Directors and Auditors thereon. Director pursuant to the provisions of Section 161(1) of the Act and Articles of Association of the Company and 2. To declare dividend on Equity Shares. who holds office up to the date of this Annual General 3. To appoint a Director in place of Mr. Rajesh S. Adani Meeting and in respect of whom the Company has (DIN: 00006322), who retires by rotation and being received a notice in writing under Section 160 of the Act eligible offers, himself for re-appointment. from a member proposing his candidature for the office 4. To appoint a Director in place of Mr. Pranav V. Adani of Director, be and is hereby appointed as an Independent (DIN : 00008457), who retires by rotation and being Director (Non-Executive) of the Company to hold office eligible offers, himself for re-appointment. for a period upto August, 2021.”

5. To consider and if thought fit, to pass, with or without 7. To consider and if thought fit, to pass, with or without modification(s), the following resolution as an Ordinary modification(s), the following resolution as an Ordinary Resolution : Resolution: “RESOLVED THAT pursuant to the provisions of Section “RESOLVED THAT pursuant to the provisions of Sections 139 and other applicable provisions, if any, of the 149, 152 and other applicable provisions, if any, of Companies Act, 2013 and the Rules framed thereunder, as the Companies Act, 2013 (Act) and the rules framed amended from time to time, M/s. Shah Dhandharia & Co., thereunder, read with Schedule IV of the Act, as amended Chartered Accountants (Firm Registration No.: 118707W) from time to time, Mrs. Vijaylaxmi Joshi (DIN: 00032055), be and is hereby appointed as Statutory Auditors of the Company, in place of M/s. Dharmesh Parikh & Co., who was appointed as an Additional Director pursuant to Chartered Accountants, Ahmedabad (Firm Registration the provisions of Section 161(1) of the Act and Articles No.: 112054W), the retiring Statutory Auditors, to hold of Association of the Company and who holds office office from the conclusion of this Annual General Meeting up to the date of this Annual General Meeting and in (AGM) till the conclusion of 30th AGM of the Company respect of whom the Company has received a notice to be held in the year 2022 (subject to ratification of in writing under Section 160 of the Act from a member their appointment at every AGM) on such remuneration proposing her candidature for the office of Director, be (including fees for certification) and reimbursement of and is hereby appointed as an Independent Director out of pocket expenses for the purpose of audit as may (Non-Executive) of the Company to hold office for a be fixed by the Board of Directors of the Company, on the period upto November, 2021.” recommendation of the Audit Committee.”

264 Adani Enterprises Limited | 25th Annual Report 2016-17

8. To consider and if thought fit, to pass, with or without to create, offer, issue and allot, from time to time in modification(s), the following resolution as a Special either one or more international offerings, in one or more Resolution: foreign markets, in one or more tranches and/or in the course of one or more domestic offering(s) in India, such “RESOLVED THAT pursuant to the provisions of Section number of equity shares and/or any securities linked 42, 62 and all other applicable provisions, if any, of the to, convertible into or exchangeable for equity shares Companies Act, 2013 and the rules framed thereunder including without limitation through Global Depository (including any statutory modification(s) or re-enactment Receipts (“GDRs”) and/or American Depository Receipts thereof, for the time being in force) (the “Companies (“ADRs”) and/or convertible preference shares and/or Act”), the Foreign Exchange Management Act, 1999, convertible debentures (compulsorily and/or optionally, as amended or restated (“FEMA”), the Securities and fully and/or partly) and/or Commercial Papers and/or Exchange Board of India (Issue of Capital and Disclosure warrants with a right exercisable by the warrant holder Requirements) Regulations, 2009, as amended or to exchange or convert such warrants with equity shares restated (the “ICDR Regulations”), the Issue of Foreign of the Company at a later date simultaneously with the Currency Convertible Bonds and Ordinary Shares issue of non-convertible debentures and/or Foreign (Through Depository Receipt Mechanism) Scheme, Currency Convertible Bonds (“FCCBs”) and/or Foreign 1993, as amended or restated, the Foreign Exchange Currency Exchangeable Bonds (“FCEBs”) and/or any other Management (Transfer or Issue of Security by a Person permitted fully and/or partly paid securities/ instruments/ Resident Outside India) Regulations 2000, as amended warrants, convertible into or exchangeable for equity or restated, and subject to all other applicable laws, shares at the option of the Company and/or holder(s) of statutes, rules, circulars, notifications, regulations and the security(ies) and/or securities linked to equity shares guidelines of the Government of India, the Securities and (hereinafter collectively referred to as “Securities”), in Exchange Board of India (the “SEBI”), the Reserve Bank registered or bearer form, secured or unsecured, listed of India (the “RBI”), the relevant stock exchanges where on a recognized stock exchange in India or abroad the equity shares of the Company are listed (the “Stock whether rupee denominated or denominated in foreign Exchanges”) and all other appropriate statutory and currency, to such investors who are eligible to acquire regulatory authorities, as may be applicable or relevant, such Securities in accordance with all applicable laws, whether in India or overseas (hereinafter collectively rules, regulations, guidelines and approvals, through referred to as the “Appropriate Authorities”), the enabling public issue(s), rights issue(s), preferential issue(s), provisions of the Memorandum and Articles of Association private placement(s) and / or qualified institutional of the Company, as amended, and the listing agreements placement in terms of Chapter VIII of the SEBI (ICDR) entered into by the Company with the Stock Exchanges Regulations or any combinations thereof, through any and subject to requisite approvals, consents, permissions prospectus, offer document, offer letter, offer circular, and sanctions, if any, of the Appropriate Authorities placement document or otherwise, at such time or times and subject to such conditions and modifications and at such price or prices subject to compliance with as may be prescribed by any of them in granting any all applicable laws, rules, regulations, guidelines and such approvals, consents, permissions, and sanctions approvals, at a discount or premium to market price or (hereinafter referred as the “Requisite Approvals”) prices in such manner and on such terms and conditions which may be agreed to by the Board of Directors of the including as regards security, rate of interest, etc., as Company (hereinafter referred as the “Board” which term may be deemed appropriate by the Board in its absolute shall be deemed to include any committee constituted discretion, subject to compliance with all applicable or to be constituted by the Board to exercise its powers laws, rules, regulations, guidelines and approvals, for including the powers conferred by this resolution, or an aggregate amount, not exceeding ` 5,000 Crores any person(s) authorised by the Board or its committee (Rupees Five Thousand Crores Only) or foreign currency for such purposes), consent of the Company be and is equivalent thereof, at such premium as may from time to hereby accorded to the Board in its absolute discretion,

265 time be decided by the Board and the Board shall have advisor(s), underwriter(s), guarantor(s), depository(ies), the discretion to determine the categories of eligible custodian(s), registrar(s), agent(s) for service of process, investors to whom the offer, issue and allotment shall be authorised representatives, legal advisors / counsels, made to the exclusion of all other categories of investors trustee(s), banker(s), merchant banker(s) and all such at the time of such offer, issue and allotment considering advisor(s), professional(s), intermediaries and agencies the prevailing market conditions and all other relevant as may be required or concerned in such offerings of factors and where necessary in consultation with Securities and to remunerate them by way of commission, advisor(s), lead manager(s), and underwriter(s) appointed brokerage, fees and such other expenses as it deems fit, by the Company. listing of Securities in one or more Indian/ International Stock Exchanges, authorizing any director(s) or any RESOLVED FURTHER THAT without prejudice to the officer(s) of the Company, severally, to sign for and on generality of the above, the issue(s) of Securities may, behalf of the Compan offer document(s), arrangement(s), subject to compliance with all applicable laws, rules, application(s), authority letter(s), or any other related regulations, guidelines and approvals, have all or any paper(s)/documents(s), give any undertaking(s), terms, or combination of terms, in accordance with affidavit(s), certification(s), declaration(s) including domestic and/or international practice, including, but not without limitation the authority to amend or modify such limited to, conditions in relation to payment of interest, document(s). additional interest, premium on redemption, prepayment and any other debt service payments whatsoever and RESOLVED FURTHER THAT for the purpose of giving all other such terms as are provided in offerings of effect to the above resolution, consent of the members such nature including terms for issue of additional of the Company be and is hereby accorded to the Board equity shares or variation of the conversion price of the to do all such acts, deeds, matters and/or things, in its Securities during the duration of the Securities. absolute discretion and including, but not limited to finalization and approval of the preliminary as well as RESOLVED FURTHER THAT in case of any offering of final document(s), determining the form, terms, manner Securities, including without limitation any GDRs/ADRs/ of issue, the number of the Securities to be allotted, FCCBs/FCEBs/other securities convertible into equity timing of the issue(s)/ offering(s) including the investors shares, consent of the shareholders be and is hereby to whom the Securities are to be allotted, issue price, given to the Board to issue and allot such number of face value, number of equity shares or other securities equity shares as may be required to be issued and upon conversion or redemption or cancellation of the allotted upon conversion, redemption or cancellation of Securities, premium or discount on issue /conversion/ any such Securities referred to above in accordance with exchange of Securities, if any, rate of interest, period of the terms of issue/offering in respect of such Securities conversion or redemption, listing on one or more stock and such equity shares shall rank pari passu with the exchanges in India and / or abroad and any other terms existing equity shares of the Company in all respects, and conditions of the issue, including any amendments except as may be provided otherwise under the terms or modifications to the terms of the Securities and any of issue/offering and in the offer document and/or offer agreement or document (including without limitation, letter and/or offering circular and /or listing particulars. any amendment or modification, after the issuance of RESOLVED FURTHER THAT the Board be and is hereby the Securities), the execution of various transaction authorised to engage, appoint and to enter into and documents, creation of mortgage/charge in accordance execute all such agreement(s)/ arrangement(s)/ MoUs/ with the provisions of the Companies Act and any other placement agreement(s)/ underwriting agreement(s)/ applicable laws or regulations in respect of any Securities, deposit agreement(s)/ trust deed(s)/ subscription either on a pari passu basis or otherwise, fixing of record agreement/ payment and conversion agency agreement/ date or book closure and related or incidental matters any other agreements or documents with any consultants, as the Board in its absolute discretion deems fit and lead manager(s), co-lead manager(s), manager(s), to settle all questions, difficulties or doubts that may

266 Adani Enterprises Limited | 25th Annual Report 2016-17

arise in relation to the issue, offer or allotment of the and attributes as are prevalent in international capital Securities, accept any modifications in the proposal as markets for instruments of this nature and to provide for may be required by the Appropriate Authorities in such the tradability or free transferability thereof as per the issues in India and / abroad and subject to applicable law, international practices and/or domestic practices and for the utilization of the issue proceeds as it may in its regulations, and under the forms and practices prevalent absolute discretion deem fit without being required to in international and/or domestic capital markets. seek any further consent or approval of the members or RESOLVED FURTHER THAT the Securities may be otherwise to the end and intent and that the members redeemed and/or converted into and/or exchanged for shall be deemed to have given their approval thereto for the equity shares of the Company (or exchanged for all such acts, deeds, matters and/or things, expressly by equity shares of another company as permitted under the authority of this resolution. applicable law), subject to compliance with all applicable RESOLVED FURTHER THAT for the purpose of giving laws, rules, regulations, guidelines and approvals, in a effect to the above resolution, the Board is authorised manner as may be provided in the terms of their issue. on behalf of the Company to take all actions and to do all RESOLVED FURTHER THAT in case of a Qualified such deeds, matters and things as it may, in its absolute Institutional Placement (QIP) pursuant to Chapter VIII discretion, deem necessary, desirable or expedient to of the SEBI (ICDR) Regulations, the allotment of eligible the issue or allotment of aforesaid Securities and listing securities within the meaning of Chapter VIII of the thereof with the stock exchange(s) as appropriate and to SEBI (ICDR) Regulations shall only be made to Qualified resolve and settle all questions and difficulties that may Institutional Buyers (QIBs) within the meaning of Chapter arise in the proposed issue, offer and allotment of any of VIII of the SEBI (ICDR) Regulations, such securities shall the Securities, utilization of the issue proceeds and to do be fully paid-up and the allotment of such securities shall all acts, deeds and things in connection therewith and be completed within 12 months from the date of the incidental thereto as the Board in its absolute discretion resolution approving the proposed issue by the members deem fit, without being required to seek any further of the Company or such other time as may be allowed consent or approval of the members or otherwise to the by SEBI (ICDR) Regulations from time to time and that end and intent that they shall be deemed to have given the securities be applied to the National Securities their approval thereto expressly by the authority of this Depository Limited and/or Central Depository Services resolution. (India) Limited for admission of the eligible securities RESOLVED FURTHER THAT the Company and/or any to be allotted as per Chapter VIII of the SEBI (ICDR) agency or body authorised by the Company may, Regulations. subject to compliance with all applicable laws, rules, RESOLVED FURTHER THAT the relevant date for the regulations, guidelines and approvals, issue certificates purpose of pricing of the Securities by way of QIP/GDRs/ and/or depository receipts including global certificates ADRs/FCCBs/FCEBs or by way of any other issue(s) shall representing the Securities with such features and be the date as specified under the applicable law or attributes as are prevalent in international and/or regulation or it shall be the date of the meeting in which domestic capital markets for instruments of such nature the Board decides to open the issue. and to provide for the tradability or transferability thereof as per the international and/or domestic practices and RESOLVED FURTHER THAT the Board and other regulations, and under the forms and practices prevalent designated officers of the Company be and are hereby in such international and/or domestic capital markets. severally authorised to make all filings including as regards the requisite listing application/ prospectus/ offer RESOLVED FURTHER THAT the Company may enter into document/registration statement, or any draft(s) thereof, any arrangement with any agency or body for the issue, or any amendments or supplements thereof, and of any upon conversion of the Securities, of equity shares of the other relevant documents with the Stock Exchanges Company in registered or bearer form with such features (in India or abroad), the RBI, the FIPB, the SEBI, the

267 Registrar of Companies and such other authorities or or other debt securities, etc., on a private placement institutions in India and/or abroad for this purpose and basis, in one or more tranches, during the period of one to do all such acts, deeds and things as may be necessary year from the date of passing of the Special Resolution or incidental to give effect to the resolutions above and by the members, within the overall borrowing limits of the Common Seal of the Company be affixed wherever the Company, as may be approved by the members from necessary. time to time.

RESOLVED FURTHER THAT such of these Securities as RESOLVED FURTHER THAT for the purpose of giving are not subscribed may be disposed off by the Board in effect to this resolution, the Board be and is hereby its absolute discretion in such manner, as the Board may authorised to determine the terms of issue including the deem fit and as permissible by law. class of investors to whom NCDs are to be issued, time, securities to be offered, the number of NCDs, tranches, RESOLVED FURTHER THAT the Board be and is hereby issue price, tenor, interest rate, premium/discount, listing authorised to delegate all or any of its powers conferred and to do all such acts and things and deal with all such by this resolution on it, to any Committee of directors or matters and take all such steps as may be necessary the Managing Director or Directors or any other officer and to sign and execute any deeds/ documents/ of the Company, in order to give effect to the above undertakings/ agreements/ papers/writings, as may be resolutions. required in this regard.” RESOLVED FURTHER THAT all actions taken by the 10. To consider and if thought fit, to pass, with or without Board in connection with any matter referred to or modification(s), the following resolution as an Ordinary contemplated in any of the foregoing resolutions are Resolution: hereby approved, ratified and confirmed in all respects.” “RESOLVED THAT pursuant to the provisions of Section 9. To consider and if thought fit, to pass, with or without 148 and all other applicable provisions of the Companies modification(s), the following resolution as a Special Act, 2013 and the Companies (Audit and Auditors) Resolution: Rules, 2014 (including any statutory modification(s) or “RESOLVED THAT pursuant to the provisions of Section re-enactment thereof, for the time being in force), the 42, 71 and all other applicable provisions, if any, of the Cost Auditors appointed by the Board of Directors of the Companies Act, 2013 (“Act”), read with rules made Company, to conduct the audit of the cost records of thereunder (including any statutory modification(s) or mining activities of the Company for the financial year re-enactment thereof, for the time being in force) and ending 31st March, 2018, be paid the remuneration as set pursuant to the provisions of SEBI (Issue and Listing of out in the Statement annexed to the Notice convening Debt Securities) Regulations, 2008 as amended from this Meeting. time to time and other applicable SEBI regulations and RESOLVED FURTHER THAT the Board of Directors of guidelines, the provisions of the Memorandum and the Company be and is hereby authorised to do all acts Articles of Association of the Company and subject to and take all such steps as may be necessary, proper or such other applicable laws, rules and regulations and expedient to give effect to this resolution.” guidelines, consent of the members of the Company be and is hereby accorded to the Board of Directors Date : 24th May, 2017. For and on behalf of the Board of the Company (hereinafter referred to as “the Board” Place : Ahmedabad which term shall be deemed to include any Committee Regd. Office: “Adani House”, which the Board may constitute to exercise its powers, Near Mithakhali Six Roads, including the powers conferred by this Resolution) for Navrangpura, Jatin Jalundhwala making offer(s) or invitation(s) to subscribe redeemable Ahmedabad - 380 009 Company Secretary & secured/unsecured Non-Convertible Debentures (NCDs) Gujarat, India. Sr. Vice President (Legal) but not limited to subordinated debentures, bonds, and/ CIN : L51100GJ1993PLC019067

268 Adani Enterprises Limited | 25th Annual Report 2016-17

NOTES: 1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE 8. Members holding the shares in physical mode are MEETING IS ENTITLED TO APPOINT A PROXY TO requested to notify immediately the change of their ATTEND AND VOTE INSTEAD OF HIMSELF/HERSELF. address and bank particulars to the R & T Agent of THE PROXY NEED NOT BE A MEMBER. the Company. In case shares held in dematerialized form, the information regarding change of address and A person can act as proxy on behalf of members not bank particulars should be given to their respective exceeding fifty (50) and holding in the aggregate not Depository Participant. more than ten percent of the total share capital of the Company. A member holding more than ten percent of 9. In terms of Section 72 of the Companies Act, 2013, the total share capital of the Company carrying voting nomination facility is available to individual shareholders rights may appoint a single person as proxy and such holding shares in the physical form. The shareholders person shall not act as a proxy for any other person or who are desirous of availing this facility, may kindly shareholder. write to Company’s R & T Agent for nomination form by quoting their folio number. 2. THE INSTRUMENT APPOINTING PROXY SHOULD HOWEVER BE DEPOSITED AT THE REGISTERED OFFICE 10. The balance lying in the unpaid dividend account of OF THE COMPANY NOT LATER THAN 48 HOURS the Company in respect of dividend declared on for BEFORE THE COMMENCEMENT OF THE MEETING. the financial year 2009-10 will be transferred to the Investor Education and Protection Fund of the Central 3. Information regarding appointment/re-appointment Government by October, 2017. Members who have not of Directors and Explanatory Statement in respect of encashed their dividend warrants pertaining to the said special businesses to be transacted pursuant to Section year may approach the Company or its share transfer 102 of the Companies Act, 2013 and/or Regulation agent for obtaining payments thereof by September, 36(3) of the SEBI (Listing Obligations and Disclosure 2017. Requirements) Regulations, 2015 is annexed hereto. 11. The route map showing directions to reach the venue of 4. The Register of members and share transfer books the twenty-fifth AGM is annexed. of the Company will remain closed from Wednesday, 2nd August, 2017 to Wednesday, 9th August, 2017 12. Process and manner for members opting for voting (both days inclusive) to determine entitlement of the through Electronic means: shareholders to receive dividend for the year 2016-17. i. In compliance with the provisions of Section 108 5. Shareholders seeking any information with regard of the Act read with Rule 20 of the Companies to accounts are requested to write to the Company (Management and Administration) Rules, 2014 atleast 10 days before the meeting so as to enable the as amended and Regulation 44 of the SEBI management to keep the information ready. (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company is pleased to offer 6. All documents referred to in the accompanying notice the facility of voting through electronic means and explanatory statement will be kept open for and the business set out in the Notice above may inspection at the Registered Office of Company on all be transacted through such electronic voting. working days between 11.00 a.m. to 1.00 p.m. prior to The facility of voting through electronic means is date of Annual General Meeting. provided through the e-voting platform of Central 7. Members are requested to bring their copy of Annual Depository Services (India) Limited (“remote Report at the meeting. e-voting”).

269 ii. Members whose names are recorded in the Register viii. The Company has appointed CS Chirag Shah, of Members or in the Register of Beneficial Owners Practising Company Secretary (Membership No. maintained by the Depositories as on the Cut-off FCS: 5545; CP No: 3498), to act as the Scrutinizer date i.e. 2nd August, 2017, shall be entitled to avail for conducting the remote e-voting process as well the facility of remote e-voting as well as voting at as the voting through Poll Paper at the AGM, in a fair the AGM. Any recipient of the Notice, who has no and transparent manner. voting rights as on the Cut-off date, shall treat this ix. The procedure and instructions for remote e-voting Notice as intimation only. are, as follows:

iii. A person who has acquired the shares and has Step 1 : Open your web browser during the voting become a member of the Company after the period and log on to the e-voting website: despatch of the Notice of the AGM and prior to the www.evotingindia.com. Cut-off date i.e. 2nd August, 2017, shall be entitled Step 2 : Now click on “Shareholders” to cast your votes. to exercise his/her vote either electronically i.e. Step 3 : Now, fill up the following details in the remote e-voting or through the Poll Paper at the appropriate boxes: AGM by following the procedure mentioned in this User-ID: a. For CDSL: 16 digits part. beneficiary ID b. For NSDL: 8 Character iv. The remote e-voting will commence on Saturday, DP ID followed by 8 th 5 August, 2017 at 9.00 a.m. and will end on Digits Client ID Tuesday, 8th August, 2017 at 5.00 p.m. During this c. Members holding period, the members of the Company holding shares shares in physical form either in physical form or in demat form as on the should enter the Folio Number registered Cut-off date i.e. 2nd August, 2017, may cast their vote with the Company. electronically. The members will not be able to cast Step 4 : Next, enter the Image Verification as their vote electronically beyond the date and time displayed and Click on Login. mentioned above and the remote e-voting module If you are holding shares in demat form shall be disabled for voting by CDSL thereafter. and had logged on to then your existing password is to be used. v. Once the vote on a resolution is cast by the member, he/she shall not be allowed to change it Step 5 : If you are a first time user follow the steps subsequently or cast the vote again. given below: For members holding shares in demat vi. The facility for voting through Ballot Paper would form and physical form: be made available at the AGM and the members PAN Enter your 10 digit alpha- attending the meeting who have not already cast numeric PAN issued by their votes by remote e-voting shall be able to Income Tax Department exercise their right at the meeting through Poll Members who have not updated their PAN with Paper. The members who have already cast their the Company/Depository vote by remote e-voting prior to the meeting, may Participant are requested also attend the Meeting, but shall not be entitled to to use the sequence cast their vote again. number which is printed on Postal Ballot / Attendance vii. The voting rights of the members shall be in Slip indicated in the PAN proportion to their share in the paid up equity share field. capital of the Company as on the Cut-off date i.e. 2nd August, 2017.

270 Adani Enterprises Limited | 25th Annual Report 2016-17

DOB# Enter the Date of Birth as Step 10: On the voting page, you will see Resolution recorded in dd/mm/yyyy Description and against the same, the format. option “YES/NO” for voting. Select the Dividend Enter the Dividend Bank relevant option as desired YES or NO and Bank Details as recorded in your click to submit. Details# demat Bank account or the Step 11: Click on the resolution file link if you wish Company records for the to view the entire Notice. said folio. Step 12: After selecting the resolution, you have If the details are not decided to vote on, click on “SUBMIT”. A recorded with the confirmation box will be displayed. If you Depository or Company, wish to confirm your vote, click on “OK”, please enter the number of Shares held by you in the else to change your vote, click on “CANCEL” bank account column. and accordingly modify your vote. Once you “CONFIRM” your vote on the resolution, # Please enter the DOB or dividend bank you will not be allowed to modify your vote. details in order to login. Step 13: You can also take print out of the voting Step 6 : After entering these details appropriately, done by you by clicking on “Click here to click on “SUBMIT” tab. print” option on the Voting page. Step 7 : Members holding shares in physical form Step 14: Instructions for Non – Individual Members will then directly reach the Company and Custodians: selection screen. However, first time user • Non-Individual Members (i.e. other holding shares in demat form will now than Individuals, HUF, NRI, etc.) and reach ‘Password Creation’ menu wherein Custodian are required to log on to they are required to mandatorily enter their www.evotingindia.com and register login password in the new password field. themselves as Corporates. Kindly note that this password can also be • A scanned copy of the Registration Form used by the Demat holders for voting for bearing the stamp and sign of the entity resolution of any other Company on which should be emailed to helpdesk.evoting@ they are eligible to vote, provided that the cdslindia.com. Company opts for e-Voting through CDSL • After receiving the login details, a platform. It is strongly recommended not compliance user should be created to share your password with any other using the admin login and password. The person and take utmost care to keep your compliance user would be able to link password confidential. the account(s) for which they wish to If Demat account holder has forgotten the vote on. changed password then Enter the user ID • The list of accounts should be emailed to and the image verification code and click [email protected] and on on Forgot Password and enter the details approval of the accounts, they would be as prompted by the System. able to cast their vote. Step 8 : For members holding shares in physical • A scan copy of the Board Resolution and form, the details can be used only for Power of Attorney (“POA”) which they remote e-voting on the resolutions have issued in favour of the Custodian, contained in this Notice. if any, should be uploaded in PDF format Step 9 : Click on EVSN of the Company. in the system for the Scrutinizer to verify the same.

271 x. Shareholders can also cast their vote using CDSL’s Contact Details: mobile app m-Voting available for android based Company : Adani Enterprises Limited mobiles. The m-Voting app can be downloaded from Regd. Office: “Adani House “, Nr. Mithakhali Google Play Store. Please follow the instructions as Six Roads, Navrangpura, prompted by the mobile app while voting on your Ahmedabad-380 009, Gujarat, India mobile. CIN: L51100GJ1993PLC019067 E-mail IDs: [email protected] xi. The results declared along with the Scrutinizer’s Registrar : Link Intime India Private Limited Report shall be placed on the Company’s website and Transfer 5th Floor, 506 to 508, Amarnath Business www.adanienterprises.com and on the website of Agent Centre – 1 (ABC-1), Beside Gala Business Centre, Nr. St. Xavier’s College Corner CDSL i.e www.cdslindia.com within three days of Off C G Road, Navrangpura, th the passing of the Resolutions at the 25 Annual Ahmedabad – 380009 General Meeting of the Company and shall also be Tel: +91-79-26465179 communicated to the Stock Exchanges where the e-Voting : Central Depository Services (India) Limited shares of the Company are listed. Agency E-mail ID: [email protected] Phone : 022- 22723333/ 8588 xii. In case you have any queries or issues regarding Scrutinizer : CS Chirag Shah e-voting, you may refer the Frequently Asked Practising Company Secretary Questions (“FAQs”) and e-voting manual available at E-mail ID: [email protected] www.evotingindia.com, under help section or write an e-mail to [email protected].

272 Adani Enterprises Limited | 25th Annual Report 2016-17

ANNEXURE TO NOTICE EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013 AND / OR REGULATION 36(3) OF THE SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015

For Item No. 6: Subramanian as an Independent Director is now being The Board of Directors vide circular resolution dated placed before the Members for their approval. 22nd August, 2016 appointed Mr. Venkataraman Subramanian The terms and conditions for appointment of as an Additional Director of the Company. According to the Mr. Venkataraman Subramanian as an Independent Director provisions of Section 161 of the Companies Act 2013, he of the Company shall be open for inspection by the members holds office as Director only up to the date of the ensuing at the Registered Office of the Company during normal Annual General Meeting. As required under Section 160 of business hours on any working day. the Companies Act, 2013, a notice has been received from a member signifying its intention to propose the appointment Brief resume and other details of Mr. Venkataraman of Mr. Venkataraman Subramanian as a Director along with Subramanian whose appointment is proposed are provided in the annexure to the Notice attached herewith. the deposit of requisite amount. The Board of Directors recommends the said resolution for Mr. Venkataraman Subramanian joined the Indian your approval. Administrative Service in 1971 (West Bengal Cadre). He occupied many senior positions in the Government of Mr. Venkataraman Subramanian is deemed to be interested India and the Government of West Bengal during a career of in the said resolution as it relates to his appointment. 37 years. Most recently, Mr. Subramanian was the Secretary None of the other Directors or key managerial personnel or to the Government of India with the Ministry of New and their relatives is, in anyway, concerned or interested in the Renewable Energy (MNRE) where he pioneered important said resolution. initiatives for reforms and development of the renewable energy sector, including the introduction of the “Feed-in For Item No. 7: Tariff” concept. As Additional Secretary & later Financial The Board of Directors vide circular resolution dated nd Adviser, Ministry of Rural Development, he implemented 2 December, 2016 appointed Mrs. Vijaylaxmi Joshi as National Rural Development plans including the National an Additional Director of the Company. According to the Rural Employment Guarantee Scheme. He is also the provisions of Section 161 of the Companies Act 2013, she Business Development Adviser to the Council for Industrial holds office as Director only up to the date of the ensuing Annual General Meeting. As required under Section 160 of and Scientific Research at New Delhi, the Secretary General the Companies Act, 2013, a notice has been received from a of the Indian Wind Energy Association, and Chairman of member signifying its intention to propose the appointment the Research Council of Indian Institute of Petroleum, in an of Mrs. Vijaylaxmi Joshi as a Director along with the deposit honorary capacity. of requisite amount. Mr. Venkataraman Subramanian has given a declaration to Mrs. Vijaylaxmi Joshi is a 1980 batch IAS officer of the Gujarat the Board that he meets the criteria of independence as cadre. She had served in various posts in the State and in the provided under Section 149(6) of the Act. In the opinion Centre. She had been Joint and Additional Secretary in the of the Board, he fulfills the conditions specified in the Act Commerce Ministry between 2011 to 2014. Thereafter, she read with the rules made thereunder for appointment as took over as Secretary, Ministry of Panchayati Raj on 1st May, an Independent Director and he is independent of the 2014. She had also been appointed as Officer on Special management. Duty in the Ministry of Drinking Water and Sanitation. Lastly, Mr. Venkataraman Subramanian is not disqualified from she was head of the Swachh Bharat Abhiyan, the Clean India being appointed as Director in terms of Section 164 of the programme. Act and has given his consent to act as Director. Under State level, she has also been deputed as Managing In compliance with the provisions of Section 149 read with Director of Government Companies such as Gujarat Mineral Schedule IV of the Act, the appointment of Mr. Venkataraman Development Corporation Ltd.

273 Mrs. Vijaylaxmi Joshi has given a declaration to the Board or optionally, fully and/or partly) and/or non-convertible that she meets the criteria of independence as provided debentures (or other securities) with warrants, and/or under Section 149(6) of the Act. In the opinion of the Board, warrants with a right exercisable by the warrant holder to she fulfills the conditions specified in the Act read with the exchange or convert such warrants with equity shares of rules made thereunder for appointment as an Independent the Company at a later date simultaneously with the issue Director and she is independent of the management. of Foreign Currency Convertible Bonds (“FCCBs”) and/ or Foreign Currency Exchangeable Bonds (“FCEBs”) and/ Mrs. Vijaylaxmi Joshi is not disqualified from being appointed or any other permitted fully and/or partly paid securities/ as Director in terms of Section 164 of the Act and has given instruments/warrants, convertible into or exchangeable for her consent to act as Director. equity shares at the option of the Company and/or holder(s) In compliance with the provisions of Section 149 read with of the security(ies) and/or securities linked to equity shares Schedule IV of the Act, the appointment of Mrs. Vijaylaxmi (hereinafter collectively referred to as “Securities”), in Joshi as an Independent Director is now being placed before registered or bearer form, secured or unsecured, listed on a the Members for their approval. recognized stock exchange in India or abroad whether rupee denominated or denominated in foreign currency by way of The terms and conditions for appointment of Mrs. Vijaylaxmi private placement or otherwise. Joshi as an Independent Director of the Company shall be open for inspection by the members at the Registered The Special Resolution also seeks to empower the Board of Office of the Company during normal business hours on any Directors to undertake a Qualified Institutional Placement working day. (QIP) with Qualified Institutional Buyers (QIBs) as defined by SEBI under Issue of Capital and Disclosure Requirements Brief resume and other details of Mrs. Vijaylaxmi Joshi whose Regulations, 2009. The Board of Directors may in their appointment is proposed are provided in the annexure to the discretion adopt this mechanism as prescribed under Chapter Notice attached herewith. VIII of the SEBI (Issue of Capital and Disclosure Requirements) The Board of Directors recommends the said resolution for Regulations, 2009. Further in case the Company decides to issue eligible securities within the meaning of Chapter your approval. VIII of the SEBI Regulations to Qualified Institutional Mrs. Vijaylaxmi Joshi is deemed to be interested in the said Investors, it will be subject to the provisions of Chapter VIII resolution as it relates to her appointment. of the SEBI Regulations as amended from time to time. None of the other Directors or key managerial personnel or The aforesaid securities can be issued at a price after taking into consideration the pricing formula prescribed in Chapter their relatives is, in anyway, concerned or interested in the VIII of the SEBI (ICDR) Regulations. Allotment of securities said resolution. issued pursuant to Chapter VIII of SEBI Regulations shall be For Item No. 8: completed within twelve months from the date of passing of The Company proposes to have flexibility to infuse additional the resolution under Section 42 and 62 of the Companies Act, capital, to tap capital markets and to raise additional long 2013. This Special Resolution gives (a) adequate flexibility term resources, if necessary in order to sustain rapid growth and discretion to the Board to finalise the terms of the issue, in the business, for business expansion and to improve the in consultation with the Lead Managers, Underwriters, Legal financial leveraging strength of the Company. The proposed Advisors and experts or such other authority or authorities resolution seeks the enabling authorization of the members as need to be consulted including in relation to the pricing to the Board of Directors to raise funds to the extent of of the Issue which will be a free market pricing and may be ` 5,000 Crores (Rupees Five Thousand Crores Only) or its at premium or discount to the market price in accordance equivalent in any one or more currencies, in one or more with the normal practice and (b) powers to issue and market tranches, in such form, on such terms, in such manner, at such any securities issued including the power to issue such price and at such time as may be considered appropriate by Securities in such tranche or tranches with/without voting the Board (inclusive at such premium as may be determined) rights or with differential voting rights. by way of issuance of equity shares of the Company (“Equity The detailed terms and conditions for the issue of Securities Shares”) and/or any instruments or securities including will be determined in consultation with the advisors, and such Global Depository Receipts (“GDRs”) and/or American Authority/Authorities as may be required to be consulted by Depository Receipts (“ADRs”) and/or convertible preference the Company considering the prevailing market conditions shares and/or convertible debentures (compulsorily and/ and other relevant factors.

274 Adani Enterprises Limited | 25th Annual Report 2016-17

The consent of the shareholders is being sought pursuant to the end and intent that they shall be deemed to have to the provisions of Section 42, 62 and other applicable given their approval thereto expressly by the authority of provisions of the Companies Act, 2013 and in terms of the Resolution. Accordingly, the approval of the members is the provisions of the listing agreement executed by the being sought by way of a Special Resolution under Section Company with Stock Exchanges where the Equity Shares 42 and other applicable provisions, if any of the Act and its of the Company are listed. Since, the resolution involves rules there under. issue of Equity Shares to persons other than existing The Board of Directors recommends the said resolution for shareholders, Special Resolution in terms of Section 42 and your approval. 62 of the Companies Act, 2013 is proposed for your approval. The amount proposed to be raised by the Company shall not None of the Directors or any key managerial personnel or exceed ` 5,000 Crores (Rupees Five Thousand Crores Only). any relative of any of the Directors of the Company or the relatives of any key managerial personnel is, in anyway, The Equity shares, which would be allotted, shall rank in all concerned or interested in the above resolution. respects pari passu with the existing Equity Shares of the Company, except as may be provided otherwise under the For Item No. 10: terms of issue/offering and in the offer document and/or The Board, on the recommendation of the Audit Committee, offer letter and/or offering circular and/or listing particulars. has approved the appointment and remuneration of M/s. K V Melwani & Associates, Practising Cost Accountants as The Board of Directors recommends the said resolution for the cost auditors of the Company to conduct the audit of the your approval. cost records of the Mining Activities of the Company for the None of the Directors or any key managerial personnel or financial year 2017-18, at a fee of ` 50,000/- plus applicable any relative of any of the Directors of the Company or the Taxes and reimbursement of out of pocket expenses, as relatives of any key managerial personnel is, in anyway, remuneration for cost audit services for the FY 2017-18. concerned or interested in the above resolution. In accordance with the provisions of Section 148 of the For Item No. 9: Companies Act, 2013 read with the Companies (Audit and As per the provisions of Section 42 of the Companies Act, Auditors) Rules, 2014, the remuneration payable to the 2013 (“Act”) read with rules made thereunder a Company Cost Auditors has to be ratified by the shareholders of the offering or making an invitation to subscribe to redeemable Company. secured/ unsecured non-convertible debentures (NCDs) Accordingly, consent of the members is sought for passing on a private placement basis is required to obtain the prior an Ordinary Resolution as set out at Item No. 10 of the approval of the members by way of a Special Resolution. Notice for ratification of the remuneration payable to the Such approval by a Special Resolution can be obtained Cost Auditors for the financial year ending 31st March, 2018. once a year for all the offers and an invitation for such debt securities to be made during the year. The Board of Directors recommends the above resolution for your approval. It is proposed to offer or invite subscriptions for redeemable secured/ unsecured non-convertible debenture including None of the Directors or any key managerial personnel or subordinated debentures, bonds, and/ or other debt any relative of any of the Directors of the Company or the securities, etc., on a private placement basis, in one or more relatives of any key managerial personnel is, in anyway, tranches, during the period of one year from the date of concerned or interested in the above resolution. passing of the Special Resolution by the members, within the overall borrowing limits of the Company, as may be approved by the members from time to time, with authority to the Date : 24th May, 2017. For and on behalf of the Board Board to determine the terms and conditions, including Place : Ahmedabad the issue price of the debt securities, interest, repayment, Regd. Office: “Adani House”, security or otherwise, as it may deem expedient and to Near Mithakhali Six Roads, do all such acts, deeds, matters and things in connection Navrangpura, Jatin Jalundhwala therewith and incidental thereto as the Board in its absolute Ahmedabad - 380 009 Company Secretary & discretion deems fit, without being required to seek any Gujarat, India. Sr. Vice President (Legal) further consent or approval of the members or otherwise CIN : L51100GJ1993PLC019067

275 ANNEXURE TO NOTICE Details of Directors seeking Appointment / Re-appointment Name of Date of Birth Qualification Nature of expertise in Name of the Name of committees in which Director (No. of specific functional areas companies in which he/she holds membership/ Shares held) he holds directorship chairmanship as on 31.03.2017 as on 31.03.2017 Mr. Rajesh S. 07.12.1964 B.Com Mr Rajesh Adani has been • Adani Enterprises • Adani Enterprises Limited^^ Adani (Nil)# associated with Adani Group Limited^^ o Corporate Social since its inception. He is in • Adani Power Responsibility Committee charge of the operations Limited ^^ (Chairman) of the Group and has been • Adani Transmission responsible for developing o Risk Management Limited^^ its business relationships. Committee (Chairman) His proactive, personalized • Adani Ports and • Adani Ports and Special approach to the business Special Economic Economic Zone Limited^^ Zone Limited^^ and competitive spirit has o Audit Committee (Member) helped towards the growth • Adani Wilmar o Stakeholders’ Relationship of the Group and its various Limited Committee (Chairman) businesses. • Adani Gas Limited o Nomination & • Adani Welspun Remuneration Committee Exploration Limited (Member) • Adani Green o Sustainability & Corporate Energy Limited Social Responsibility • Adani Finserve Committee (Chairman) Private Limited o Risk Management • Adani Institute Committee (Chairman) for Education and • Adani Power Limited^^ Research [Section o Audit Committee (Member) 8 Company] o Stakeholders’ Relationship Committee (Member) o Sustainability and Corporate Social Responsibility Committee (Chairman) o Risk Management Committee (Chairman) • Adani Transmission Limited^^ o Corporate Social Responsibility & Sustainability (CSR&S) Committee (Chairman) o Audit Committee (Member) o Stakeholders’ Relationship Committee (Member) o Risk Management Committee (Member) • Adani Wilmar Limited o Audit Committee (Chairman) • Adani Gas Limited o Audit Committee (Member) • Adani Welspun Exploration Limited o Audit Committee (Chairman)

276 Adani Enterprises Limited | 25th Annual Report 2016-17

ANNEXURE TO NOTICE Details of Directors seeking Appointment / Re-appointment Name of Date of Birth Qualification Nature of expertise in Name of the Name of committees in which Director (No. of specific functional areas companies in which he/she holds membership/ Shares held) he holds directorship chairmanship as on 31.03.2017 as on 31.03.2017 Mr. Pranav V. 09.08.1978 B.B.A. Mr. Pranav Adani has • Adani Enterprises • Adani Agri Logistics Limited Adani (Nil) been active in the group Limited^^ o Audit Committee since 1999. He has been • Adani Wilmar (Chairman) instrumental in initiating Limited • Adani Agri Fresh Limited & building numerous new • Adani Gas Limited business opportunities o Audit Committee across multiple sectors. • Adani Welspun (Chairman) He has spearheaded the Exploration Limited • Adani Bunkering Private Joint Venture with the • Adani Synenergy Limited Wilmar Group of Singapore Limited o Corporate Social and transformed it from a • Adani Bunkering Responsibility Committee single refinery edible oil Private Limited (Chairman) business into a pan India • Adani Properties • Adani Gas Limited Food Company. He also Private Limited leads the Oil & Gas, City o Nomination & Gas Distribution & Agri • Adani Remuneration Committee Infrastructure businesses Infrastructure and (Member) of the Group. His astute Developers Private o Corporate Social understanding of the Limited Responsibility Committee economic environment has • Adani Agri Fresh (Chairman) helped the group in scaling Limited • Adani Welspun Exploration up the businesses multi fold. • Adani Agri Logistics Limited Mr. Pranav Adani is a Limited o Nomination & Bachelor of Science in Remuneration Committee Business Administration (Member) from the Boston University, USA. He is also an alumnus of the Owners/President Management Program of the Harvard Business School, USA.

Mr. Pranav Adani has been conferred with several awards, Globoil Man of the Year Award 2009 being one of them.

277 ANNEXURE TO NOTICE Details of Directors seeking Appointment / Re-appointment Name of Date of Birth Qualification Nature of expertise in Name of the Name of committees in which Director (No. of specific functional areas companies in which he/she holds membership/ Shares held) he holds directorship chairmanship as on 31.03.2017 as on 31.03.2017 Mr. 17.06.1948 Retd. IAS Mr. Venkataraman • Adani Enterprises • Adani Enterprises Limited^^ Venkataraman (Nil) Subramanian joined the Limited^^ o Audit Committee (Member) Subramanian Indian Administrative Service • Sundaram-Clayton o Stakeholders’ Relationship in 1971 (West Bengal Cadre). Limited^^ Committee (Member) He occupied many senior • Suzlon Energy positions in the Government o Nomination & Limited^^ of India and the Government Remuneration Committee of West Bengal during a • SE Electricals (Member) career of 37 years. Most Limited • Sundaram -Clayton Limited^^ recently Mr. Subramanian • Bhoruka Power o Audit Committee (Member) was the Secretary to the Corporation o Nomination & Government of India with Limited Remuneration Committee the Ministry of New and • Suzlon Power (Member) Renewable Energy (MNRE) Infrastructure • Suzlon Energy Limited^^ where he pioneered Limited important initiatives for o Audit Committee (Member) • Suzlon Gujarat reforms and development Wind Park Limited • Suzlon Power Infrastructure of the renewable energy Limited sector, including the • Suzlon Generators o Nomination & introduction of the “Feed- Limited Remuneration Committee in Tariff” concept. As • Windforce (Member) Additional Secretary & later Management Financial Adviser, Ministry Services Private • Suzlon Gujarat Wind Park of Rural Development, he Limited Limited implemented National • Enfragy Solutions o Audit Committee (Member) Rural Development plans India Private o Nomination & including the National Rural Limited Remuneration Committee Employment Guarantee • GPS Renewables (Member) Scheme. He is also the Private Limited • Suzlon Generators Limited Business Development Adviser to the Council for • Environmental o Audit Committee (Member) Industrial and Scientific Resources o Nomination & Research at New Delhi, Foundation Remuneration Committee the Secretary General of [Section 8 (Member) the Indian Wind Energy Company] Association, and Chairman of the Research Council of Indian Institute of Petroleum, in an honorary capacity.

278 Adani Enterprises Limited | 25th Annual Report 2016-17

IMPORTANT COMMUNICATION TO MEMBERS

The Ministry of Corporate Affairs has taken a “Green Initiative in the Corporate Governance” by allowing paperless compliances by the Companies and has issued circulars stating that service of notice / documents including Annual Report can be sent by e-mail to its members. To support this green initiative of the Government in full measure, members who have not registered their e-mail addresses, so far, are requested to register their e-mail addresses, in respects of electronics holding with the Depository through their concerned Depository Participants.

279 ROUTE MAP TO THE VENUE OF THE 25TH AGM TO BE HELD ON WEDNESDAY, 9TH AUGUST, 2017

Venue : J.B. Auditorium, Ahmedabad Management Association, AMA Complex, ATIRA, Dr. Vikram Sarabhai Marg, Ahmedabad – 380 015.

Landmark : Opposite Indian Institute of Management, Ahmedabad.

IIM-A (0.6 km) Ahmedabad Textile Industries J. B. Auditorium Research Association (ATIRA) AMA Complex, ATIRA, Dr. Vikram Sarabhai Marg, Ahmedabad - 380015, N Ahmedabad Management Gujarat. Association (AMA)

Dr . Vikr am Sarabhai Marg (Ambawadi-IIM-

Panjarapole Cross Road A Road)

Sahajanand College Kamdhenu Complex Ambawadi (1.6 km) Venue Distance from Railway Station 8km appr ox. Airport 14 km approx.

280 Adani Enterprises Limited | 25th Annual Report 2016-17

Adani Enterprises Limited Regd. Office:“Adani House” Nr. Mithakhali Six Roads, Navrangpura, Ahmedabad – 380 009, Gujarat, India CIN: L51100GJ1993PLC019067

Form No. MGT-11 Proxy Form

[Pursuant to section 105(6) of the Companies Act, 2013 and rule 19(3) of the Companies (Management and Administration) Rules, 2014]

CIN : L51100GJ1993PLC019067

Name of the company : Adani Enterprises Limited

Registered office : “Adani House” Nr. Mithakhali Six Roads, Navrangpura, Ahmedabad – 380 009, Gujarat, India

Name of the member(s) :

Registered Address :

E-mail ID :

Folio No/Client ID :

DP ID :

I / We, being the member(s) of ...... shares of the above named company, hereby appoint:

1. Name : ......

Address : ......

E-mail ID : ......

Signature : ...... , or failing him

2. Name : ......

Address : ......

E-mail ID : ......

Signature : ...... , or failing him

3. Name : ......

Address : ......

E-mail ID : ......

Signature : ...... as my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at 25th Annual General Meeting of the Company, to be held on Wednesday, the 9th day of August, 2017 at 10:30 a.m. at J.B. Auditorium, Ahmedabad Management Association, AMA Complex, ATIRA, Dr. Vikram Sarabhai Marg, Ahmedabad-380 015 and at any adjournment thereof in respect of such resolutionsas are indicated below:

Ordinary Business: 1. Adoption of audited financial statements (including consolidate financial statements) for the financial year ended 31st March, 2017 (Ordinary Resolution).

2. Declaration of Dividend on Equity Shares (Ordinary Resolution).

3. Re-appointment of Mr. Rajesh S. Adani (DIN: 00006322), as a Director of the Company who retires by rotation (Ordinary Resolution).

4. Re-appointment of Mr. Pranav V. Adani (DIN : 00008457), as a Director of the Company who retires by rotation (Ordinary Resolution).

5. Appointment of M/s. Shah Dhandharia & Co., Chartered Accountants, Ahmedabad as Statutory Auditors of the Company in place of M/s. Dharmesh Parikh & Co., the retiring Statutory Auditors and fixing their remuneration (Ordinary Resolution).

Special Business: 6. Appointment of Mr. Venkataraman Subramanian (DIN: 00357727), as an Independent Director (Ordinary Resolution).

7. Appointment of Mrs. Vijaylaxmi Joshi (DIN: 00032055), as an Independent Director (Ordinary Resolution).

8. Approval of offer or invitation to subscribe to Securities for an amount not exceeding ` 5,000 Crores (Special Resolution).

9. Approval of offer or invitation to subscribe to Non-Convertible Debentures on private placement basis (Special Resolution).

10. Ratification of the Remuneration of the Cost Auditors (Ordinary Resolution).

Signed this ...... day of ...... 2017.

Signature of Shareholder: ______Affix ` 1 Revenue Signature of Proxy holder(s): ______Stamp

Note: This form of proxy in order to be effective should be duly completed and deposited in the registered office of the Company not less than 48 hours before the commencement of the Meeting. Adani Enterprises Limited | 25th Annual Report 2016-17

Adani Enterprises Limited Regd. Office:“Adani House” Nr. Mithakhali Six Roads, Navrangpura, Ahmedabad – 380 009, Gujarat, India CIN: L51100GJ1993PLC019067

Attendance Slip

Full name of the member attending ......

Full name of the joint-holder ...... (To be filled in if first named Joint – holder does not attend meeting)

Name of Proxy ...... (To be filled in if Proxy Form has been duly deposited with the Company)

I hereby record my presence at the 25th Annual General Meeting held at J .B. Auditorium, Ahmedabad Management Association, AMA Complex, ATIRA, Dr. Vikram Sarabhai Marg, Ahmedabad – 380 015 on Wednesday, 9th August, 2017 at 10:30 a.m.

Folio No ______DP ID No. * ______Client ID No.* ______

*Applicable for members holding shares in electronic form.

No. of Share(s) held ______Member’s / Proxy’s Signature