FUTURE ADANI ENTERPRISES Auditors Report

Independent Auditor''''s Report

To the Members of

ADANI ENTERPRISES LIMITED Report on the Standalone Ind AS Financial Statements

We have audited the accompanying Standalone Ind AS Financial Statements of Adani Enterprises Limited ("the

Company”), which comprise the Balance Sheet as at 31st March, 2017, the Statement of Profit and Loss (including Other Comprehensive Income), the Statement of Cash Flows and the Statement of Changes in Equity for the year then ended, and a summary of significant accounting policies and other explanatory information (herein after referred to as “Standalone Ind AS Financial Statements”).

Management''''s Responsibility for the Financial Statements

The Company''''s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (“the Act”) with respect to the preparation and presentation of these Standalone Ind AS Financial Statements that give a true and fair view of the financial position, financial performance including other comprehensive income, cash flows and changes in equity of the Company in accordance with the accounting principles generally accepted in India, including the applicable Indian Accounting Standards (Ind AS) prescribed under Section 133 of the Act, read with the Companies (Indian Accounting Standards) Rules, 2015, as amended.

This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies;

making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the Standalone Ind AS Financial Statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor''''s Responsibility

Our responsibility is to express an opinion on these Standalone Ind AS Financial Statements based on our audit.

We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made there under.

We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those

Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the Standalone Ind AS Financial Statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the Standalone Ind AS Financial Statements. The procedures selected depend on the auditor''''s judgment, including the assessment of the risks of material misstatement of the Standalone Ind AS Financial Statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company''''s preparation of the Standalone Ind AS Financial Statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company''''s Directors, as well as evaluating the overall presentation of the Standalone Ind AS Financial Statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Standalone Ind AS Financial Statements.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid Standalone Ind AS Financial Statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India including the Ind AS, of the financial position of the Company as at 31st March, 2017 and its financial performance including other comprehensive income, its cash flows and the changes in equity for the year ended on that date.

Other Matter

The attached Standalone Ind AS Financial Statements include Company''''s share of net assets of H2.68 Crores in one unincorporated Joint Venture not operated by the Company, the unaudited accounts of which have been certified by the management and relied upon by us.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''''s Report) Order, 2016 (“the Order”) issued by the Central Government of India in terms of sub-Section (11) of Section 143 of the Act, we give in "Annexure A" statement on the matters specified in the paragraph 3 and 4 of the Order, to the extent applicable.

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

a) we have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit;

b) in our opinion proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books;

c) the Balance Sheet, the Statement of Profit and Loss, the Statement of Cash Flows and the Statement of Changes in Equity dealt with by this Report are in agreement with the books of account;

d) in our opinion, the aforesaid Standalone Ind AS Financial Statements comply with the Accounting Standards specified under Section 133 of the Act, read with the Companies (Indian Accounting Standards) Rules, 2015, as amended;

e) on the basis of the written representations received from the directors as on 31st March, 2017 taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2017 from being appointed as a director in terms of Section 164 (2) of the Act;

f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate report in ''''Annexure B’;

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

i. The Company has disclosed the impact of pending litigations on its financial position in its financial statements - Refer Note 41(A) to the financial statements;

ii. The Company has made provision as at 31st March, 2017, as required under the applicable law or Accounting Standards, for material foreseeable losses, if any, on long term contracts including derivative contracts. - Refer Note 40 to the financial statements

iii. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company.

iv. The Company has provided requisite disclosures in its financial statements (vide Note no. 16 to

Standalone Ind AS Financial Statements) as to holdings as well as dealings in Specified Bank Notes during the period from 8th November, 2016 to 30th December, 2016 and these are in accordance with the books of accounts maintained by the Company. We have relied on the management representation for disclosure of denomination wise details.

(Referred to in Paragraph 1 of our Report of even date)

The Annexure referred to in our Independent Auditor''''s

Report to the members of the Company on the Standalone Ind AS Financial Statements for the year ended 31st March, 2017, we report that:

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

(b) As explained to us, fixed assets, according to the practice of the Company, are physically verified by the management at reasonable intervals, in a phased verification programme, which, in our opinion, is reasonable, looking to the size of the Company and the nature of its business.

(c) The title deeds of immovable properties, as disclosed in Note 4 on Property, Plant and Equipment, to the financial statements, are held in the name of the Company, except for leasehold land and immovable assets acquired, pursuant to the composite scheme of arrangement having a carrying value of Rs,2.92 Crores as at 31st March, 2017.

(ii) The inventory, other than stocks lying with third parties, has been physically verified by the management during the year. In our opinion, the frequency of verification is reasonable. In respect of stocks lying with third parties at the year-end, written confirmations have been obtained. The discrepancies noticed on verification between the physical stocks and the book records were not material and have been properly dealt with in the books of account.

(iii) (a) The Company has granted unsecured loans to

8 (Eight) Companies covered in the register maintained under Section 189 of the Act. According

to the information and explanation given to us and the records produced to us, the terms and conditions of the grant of such loan are not prejudicial to the interest of the Company,

(b) The schedule of repayment of principal and payment of interest is stipulated and the receipt of the same is regular.

(c) There are no amounts of loan granted to such companies which are overdue for more than ninety days.

(iv) According to the information and explanations given to us and representations made by the Management, the Company has complied with the provisions of Section 185 and 186 of the Act in respect of the loans and investments made, and guarantees and securities provided by it.

(v) The Company has not accepted any deposits from the public and hence the directives issued by the Reserve Bank of India and the provisions of Sections 73 to 76 or any other relevant provisions of the Act and the Companies (Acceptance of Deposit) Rules, 2015 with regard to the deposits accepted from the public are not applicable.

(vi) We have broadly reviewed the cost records maintained by the Company pursuant to the Companies (Cost Records and Audit) Rules 2014 prescribed by the Central Government under Section 148(1) of the Companies Act, 2013 in respect of the Company’s products/ services to which they said rules are made applicable and are of the opinion that prima facie the prescribed cost records have been made and maintained. However, we have not made a detailed examination of the cost records with a view to determine whether they are accurate or complete.

(vii) (a) According to the information and explanations given to us and on the basis of our examination of

the records of the Company, amounts deducted/ accrued in the books of account in respect of undisputed statutory dues including Provident Fund, Employees State Insurance, income tax, sales tax, service tax, duty of customs, value added tax, cess and other material statutory dues have generally been deposited regularly during the year by the Company with the appropriate authorities.

According to the information and explanations given to us, no undisputed amounts payable in respect of applicable statutory dues as referred to above were in arrears as at 31st March, 2017 for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us, there are no material dues of wealth tax which have not been deposited with the appropriate authorities on account of any dispute. However, according to information and explanations given to us, the following dues of Duty of Customs, Cess, Income Tax, Sales Tax / Value Added Tax, Service Tax, Duty of Excise and FEMA have not been deposited by the Company on account of disputes.

Name of the Statute	Nature of Dues	Forum where Dispute is Pending	Amount (*) (Rs, in Crores)	Amount paid under protest (Rs, in Crores)	Period to which the amount relates
Income Tax Act	Income Tax	Appellate Authority up to Commissioner''''s Level	44.99	3.99	2008-09, 2010-11 to 2013-14
		Appellate Tribunal	8.65	4.24	2003-04, 2007-08 to 2010-11
		High Court	0.02	-	1988-89
Finance Act, 1994	Service Tax	Appellate Authority up to Commissioner''''s Level	8.29		2012-13 to 2014-15
		Appellate Tribunal	33.77	18.08	2004-05 to 200910
Sales Tax Acts	Sales Tax	Appellate Authority up to Commissioner''''s Level	209.12	16.36	1999-2000, 200203 to 2015-16
		Appellate Tribunal	4.60	1.98	2001-02, 2004-05, 2008-09 & 2013-14
		High Court	5.74	0.34	2005-06 to 2010-11
		Supreme Court	11.47	1.91	2006-07 to 2010-11
Excise Act	Excise Duty	High Court	0.61	0.15	1998-99, 19992000
Foreign Exchange Management Act	Penalty	Appellate Tribunal	4.10	-	2000-01
Foreign Exchange Regulation Act	Penalty	Appellate Authority up to Commissioner''''s Level	0.16		1997-98
Customs Act	Customs Duty	Assessing Authority	521.38	152.53	1992-93 to 1995-96, 1997-98, 1999-2000 to 2000-01, 200304 to 2007-08, 2012-13 & 2013-14
		Appellate Authority up to Commissioner''''s Level	2.50		2000-01 to 200809
		Appellate Tribunal	409.77	228.21	1992-93, 1993-94, 1997-98, 2005-06, 2011-12 & 2012-13
		Jt. Secretary, Ministry of Finance	0.83	-	2006-07 to 2009-10
		Supreme Court	3.56	0.87	1996-97 to 19992000

* Amount as per Demand orders including interest and penalty wherever figures available.

(viii) According to the information and explanations given to us and on the basis of our examination of the records of the Company, it has not defaulted in repayment of loans or borrowings from Banks and Financial Institutions. The Company has not taken any loan from government and has not issued any debentures.

(ix) Based upon the audit procedures performed, the Company has not raised moneys by way of initial public offer or further public offer. In our opinion and as per the information and explanations given by the management, the Funds raised through debt instruments and term loans have been applied for the purpose they were raised.

(x) During the course of our examination of the books and records of the Company, carried out in accordance with the generally accepted auditing practice in India, and according to the information and explanation given to us, we have neither come across any instance of material fraud by the Company or on the Company by its officers or employees, noticed or reported during the year, nor have we been informed of any such case by the management.

(xi) According to the information and explanations given to us and on the basis of our examination of the records of the Company, managerial remuneration has been paid or provided in accordance with the requisite approvals mandated by the provisions of Section 197 read with Schedule V of the Act.

(xii) In our opinion, the Company is not a nidhi Company. Accordingly the provisions of Clauses 3 (xii) of the Order are not applicable.

(xiii) As per information and explanation given to us and on the basis of our examination of the records of the Company, all the transaction with related parties are in compliance with Section177 and 188 of Companies

Act 2013 and all the details have been disclosed in Standalone Ind AS Financial Statements as required by the applicable Accounting Standards.

(xiv) According to the information and explanations given to us and on the basis of our examination of the records, the Company has not made any preferential allotment or private placement or not issued any debenture during the year under review. Accordingly the provisions of paragraph 3(xiv) of the Order are not applicable.

(xv) According to the information and explanations given to us and on the basis of our examination of the records, the Company has not entered into any non-cash transactions with any director or any person connected with him. Accordingly the provisions of Clauses 3(xv) of the Order are not applicable to the Company,

(xvi) In our opinion, the Company is not required to be registered under Section 45 IA of the Reserve Bank of India Act, 1934 and accordingly, the provisions of clause 3(xvi) of the Order are not applicable.

We have audited the internal financial controls over financial reporting of the Company as of 31st March, 2017 in conjunction with our audit of the Standalone Ind AS Financial

Report on the Internal Financial Controls under Clause i of sub-section 3 of Section 143 of the Companies Act, 2013 (the Act).

Statements of the Company for the year ended on that date.

Management''''s Responsibility for Internal Financial Controls

The Company''''s management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India. These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to company''''s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.

Auditor''''s Responsibility

Our responsibility is to express an opinion on the Company''''s internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the Guidance Note) and the Standards on Auditing, issued by ICAI and deemed to be prescribed under Section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor''''s judgment, including the assessment of the risks of material misstatement of the Standalone Ind AS Financial Statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company''''s internal financial controls system over financial reporting.

Meaning of Internal Financial Controls Over Financial Reporting

A company''''s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company''''s internal financial control over financial reporting includes those policies and procedures that:

(1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company;

(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and

(3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company''''s assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls Over Financial Reporting

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

Opinion

In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at 31st March, 2017, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.

For DHARMESH PARIKH & CO.

Chartered Accountants

Firm Reg. No. 112054W

ANUJ JAIN

Place: Ahmedabad Partner

Date: 24th May, 2017 Membership No. 119140

We have audited the accompanying Standalone Financial Statements of
Adani Enterprises Limited ("the Company"), which comprise the Balance
Sheet as at March 31, 2016, and the Statement of Profit and Loss and
Cash Flow Statement for the year then ended, and a summary of
significant accounting policies and other explanatory information.

Management''''s Responsibility for the Financial Statements

The Company''''s Board of Directors is responsible for the matters stated
in Section 134(5) of the Companies Act, 2013 ("the Act") with respect
to the preparation and presentation of these Standalone Financial
Statements that give a true and fair view of the financial position,
financial performance and cash flows of the Company in accordance with
the accounting principles generally accepted in India, including the
Accounting Standards specified under Section 133 of the Act, read with
Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility
also includes maintenance of adequate accounting records in accordance
with the provisions of the Act for safeguarding the assets of the
Company and for preventing and detecting frauds and other
irregularities; selection and application of appropriate accounting
policies; making judgments and estimates that are reasonable and
prudent; and design, implementation and maintenance of adequate
internal financial controls, that were operating effectively for
ensuring the accuracy and completeness of the accounting records,
relevant to the preparation and presentation of the financial
statements that give a true and fair view and are free from material
misstatement, whether due to fraud or error.

Auditor''''s Responsibility

Our responsibility is to express an opinion on these Standalone
Financial Statements based on our audit.

We have taken into account the provisions of the Act, the Accounting
and Auditing Standards and matters which are required to be included in
the audit report under the provisions of the Act and the Rules made
thereunder.

We conducted our audit in accordance with the Standards on Auditing
specified under Section 143(10) of the Act. Those Standards require
that we comply with ethical requirements and plan and perform the audit
to obtain reasonable assurance about whether the financial statements
are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about
the amounts and the disclosures in the financial statements. The
procedures selected depend on the auditor''''s judgment, including the
assessment of the risks of material misstatement of the financial
statements, whether due to fraud or error. In making those risk
assessments, the auditor considers internal financial control relevant
to the Company''''s preparation of the financial statements that give a
true and fair view in order to design audit procedures that are
appropriate in the circumstances. An audit also includes evaluating the
appropriateness of the accounting policies used and the reasonableness
of the accounting estimates made by the Company''''s Directors, as well as
evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and
appropriate to provide a basis for our audit opinion on the Standalone
Financial Statements.

Opinion

In our opinion and to the best of our information and according to the
explanations given to us, the aforesaid Standalone Financial Statements
give the information required by the Act in the manner so required and
give a true and fair view in conformity with the accounting principles
generally accepted in India, of the state of affairs of the Company as
at 31st March, 2016 and its profit and its cash flows for the year
ended on that date.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''''s Report) Order, 2016 ("the
Order") issued by the Central Government of India in terms of
sub-section (11) of Section 143 of the Act, we give in the "Annexure
A", a statement on the matters specified in the paragraph 3 and 4 of
the Order, to the extent applicable.

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

a) we have sought and obtained all the information and explanations
which to the best of our knowledge and belief were necessary for the
purposes of our audit;

b) in our opinion proper books of account as required by law have been
kept by the Company so far as it appears from our examination of those
books;

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

d) in our opinion, the aforesaid Standalone Financial Statements comply
with the Accounting Standards specified under Section 133 of the Act,
read with Rule 7 of the Companies (Accounts) Rules, 2014;

e) on the basis of the written representations received from the
directors as on 31st March, 2016 taken on record by the Board of
Directors, none of the directors is disqualified as on 31st March, 2016
from being appointed as a director in terms of Section 164(2) of the
Act;

f) with respect to the adequacy of the internal financial controls over
financial reporting of the Company and the operating effectiveness of
such controls, refer to our separate report in "Annexure B";

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

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

ii. The Company has made provision as at 31st March, 2016, as required
under the applicable law or Accounting Standards, for material
foreseeable losses, if any, on long term contracts including derivative
contracts;

iii. There were no amounts which were required to be transferred to the
Investor Education and Protection Fund by the Company.

(Referred to in Paragraph 1 of our Report of even date)

The Annexure referred to in our Independent Auditor''''s Report to the
members of the Company on the Standalone Financial Statements for the
year ended 31st March, 2016, we report that:

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

(b) As explained to us, fixed assets, according to the practice of the
Company, are physically verified by the management at reasonable
intervals, in a phased verification programme, which, in our opinion,
is reasonable, looking to the size of the Company and the nature of its
business.

(c) The title deeds of immovable properties, as disclosed in Note 13 on
fixed assets to the financial statements, are held in the name of the
Company except for leasehold land and immovable assets acquired,
pursuant to the composite scheme of arrangement as referred to in Note
48 having a carrying value of Rs. 41.32 Crores as at 31st March, 2016.

(ii) The inventory, other than stocks lying with third parties, has
been physically verified by the management during the year. In our
opinion, the frequency of verification is reasonable. In respect of
stocks lying with third parties at the year-end, written confirmations
have been obtained. The discrepancies noticed on verification between
the physical stocks and the book records were not material and have
been properly dealt with in the books of account.

(iii) According to the information and explanations given to us and
representations made by the Management, the Company has not granted any
loans, secured or unsecured to companies, firms, limited liability
partnerships or other parties covered in the Register maintained under
Section 189 of the Companies Act, 2013 (''''the Act''''). Accordingly, the
provisions of clause 3 (iii) (a) to (c) of the Order are not applicable
to the Company.

(iv) According to the information and explanations given to us and
representations made by the Management, the Company has complied with
the provisions of Section 185 and 186 of the Act in respect of the
loans and investments made, and guarantees and securities provided by
it.

(v) In our opinion and according to the information and explanation
given to us, the Company has not accepted any deposits from the public
and hence the directives issued by the Reserve Bank of India and the
provisions of Sections 73 to 76 or any other relevant provisions of the
Act and the Companies (Acceptance of Deposit) Rules, 2015 with regard
to the deposits accepted from the public are not applicable.
Accordingly, the provisions of clause 3 (v) of the Order are not
applicable to the Company.

(vi) We have broadly reviewed the cost records maintained by the
Company pursuant to the Companies (Cost Records and Audit) Rules, 2014
prescribed by the Central Government under Section 148(1) of the
Companies Act, 2013 in respect of the Company''''s products/ services to
which the said rules are made applicable and are of the opinion that
prima facie the prescribed cost records have been made and maintained.
However, we have not made a detailed examination of the cost records
with a view to determine whether they are accurate or complete.

(vii) (a) According to information and explanations given to us and on
the basis of our examination of the books of account, and records, the
Company has been generally regular in depositing undisputed statutory
dues including Provident Fund, Employees State Insurance, Income-Tax,
Sales Tax, Service Tax, Duty of Customs, Duty of Excise, Value Added
Tax, Cess and any other statutory dues with the appropriate
authorities. According to the information and explanations given to
us, no undisputed amounts payable in respect of the above were in
arrears as at 31st March, 2016 for a period of more than six months
from the date on when they become payable.

(b) According to the information and explanations given to us, there
are no material dues of wealth tax which have not been deposited with
the appropriate authorities on account of any dispute. However,
according to information and explanations given to us, the following
dues of Duty of Customs, Cess, Income Tax, Sales Tax/ Value Added Tax,
Service Tax, Duty of Excise and FEMA have not been deposited by the
Company on account of disputes:

Name of Statute Nature of Forum where dispute is Amount (*)
the dues pending (Rs. in
Crores)

Income Tax Act Income Tax Appellate Authority upto 69.98
Commissioner''''s Level

Appellate Tribunal 24.24

High Court 0.02

Finance Act, 1994 Service Tax Appellate Authority upto 0.82
Commissioner''''s Level

Appellate Tribunal 34.72

Sales Tax Acts Sales Tax Appellate Authority upto 239.60
Commissioner''''s Level

Appellate Tribunal 4.60

High Court 6.22

Supreme Court 11.47

Excise Act Excise Duty High Court 0.31

Customs Act Customs Assessing Authority 504.55
Duty

Appellate Authority upto 2.50
Commissioner''''s Level

Appellate Tribunal 428.92

High Court 1.74

Jt. Secretary, Ministry of 0.83
Finance

Supreme Court 1.82

Foreign
Exchange Penalty Appellate Tribunal 4.10
Management Act

Foreign Exchange Penalty Appellate Authority upto 0.16
Regulation Act Commissioner''''s Level

Name of Statute Amount paid Period to which the
under protest amount relates
(Rs. in Crores)

Income Tax Act 31.27 2006-07, 2008-09 to 2012-13

16.02 2001-02, 2003-04, 2006-07 to
2008-09 & 2010-11

- 1988-89

Finance Act, 1994 - 2007-08 to 2009-10

18.08 2004-05 to 2011-12

Sales Tax Acts 22.86 1999-2000, 2002-03 to 2014-15

1.98 2001-02, 2004-05, 2008-09 &
2013-14

0.58 2005-06 to 2010-11

1.91 2006-07 to 2010-11

Excise Act 0.15 1998-99, 1999-2000

Customs Act 151.03 1994-96, 1997-98, 1999-2000 to
2006-07, 2012-13, 2013-14

- 2000-01 to 2008-09

229.71 1992-93, 1993-94, 1997-98,
2005-06 to 2007-08,
2011-12 & 2012-13

0.87 1996-1997

- 2006-07 to 2009-10

- 1997-98 to 1999-2000

Foreign Exchange
Management Act - 2000-01

Foreign Exchange
Regulation Act - 1997-98

* Amount as per Demand orders including interest and penalty wherever
figures available.

(viii) Based on our audit procedures and on the information and
explanations given by the management, we are of the opinion that the
Company has not defaulted in repayment of dues to any bank, financial
institution or debenture holders during the year.

(ix) Based upon the audit procedures performed and the information and
explanations given by the management, the Company has not raised moneys
by way of initial public offer or further public offer including debt
instruments and term Loans. Accordingly, the provisions of clause 3
(ix) of the Order are not applicable.

(x) During the course of our examination of the books and records of
the Company, carried out in accordance with the generally accepted
auditing practice in India, and according to the information and
explanation given to us, we have neither come across any instance of
material fraud by the Company or on the Company by its officers or
employees, noticed or reported during the year, nor have we been
informed of any such case by the management.

(xi) According to the information and explanations given to us and on
the basis of our examination of the records of the Company, managerial
remuneration has been paid or provided in accordance with the requisite
approvals mandated by the provisions of Section 197 read with Schedule
V of the Act.

(xii) In our opinion, the Company is not a Nidhi Company. Accordingly
the provisions of Clause 3 (xii) of the Order are not applicable.

(xiii) As per information and explanation given to us and on the basis
of our examination of the records of the Company, all the transaction
with related parties are in compliance with Section 177 and 188 of the
Act and all the details have been disclosed in financial statements as
required by the applicable Accounting Standards.

(xiv) According to the information and explanations given to us and on
the basis of our examination of the records, the Company has not made
any preferential allotment or private placement or not issued any
debenture during the year under review. Accordingly the provisions of
paragraph 3(xiv) of the Order are not applicable.

(xv) According to the information and explanations given to us and on
the basis of our examination of the records, Company has not entered
into any non-cash transactions with any director or any person
connected with him. Accordingly the provisions of Clauses 3(xv) of the
Order are not applicable to the Company

(xvi) In our opinion, the Company is not required to be registered
under Section 45 IA of the Reserve Bank of India Act, 1934 and
accordingly, the provisions of Clause 3(xvi) of the Order are not
applicable.



For Dharmesh Parikh & Co.,

Chartered Accountants

Firm Reg. No. 112054W



Anuj Jain

Place : Ahmedabad Partner

Date : 4th May, 2016 Membership No. 119140

We have audited the accompanying standalone financial statements of
Adani Enterprises Limited ("the Company"), which comprise the Balance
Sheet as at March 31,2015, and the Statement of Profit and Loss and
Cash Flow Statement for the year then ended, and a summary of
significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

The Company''s Board of Directors is responsible for the matters stated
in Section 134(5) of the Companies Act, 2013 ("the Act") with respect
to the preparation and presentation of these standalone financial
statements that give a true and fair view of the financial position,
financial performance and cash flows of the Company in accordance with
the accounting principles generally accepted in India, including the
Accounting Standards specified under Section 133 of the Act, read with
Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility
also includes maintenance of adequate accounting records in accordance
with the provisions of the Act for safeguarding the assets of the
Company and for preventing and detecting frauds and other
irregularities; selection and application of appropriate accounting
policies; making judgments and estimates that are reasonable and
prudent; and design, implementation and maintenance of adequate
internal financial controls, that were operating effectively for
ensuring the accuracy and completeness of the accounting records,
relevant to the preparation and presentation of the financial
statements that give a true and fair view and are free from material
misstatement, whether due to fraud or error.

Auditor''s Responsibility

Our responsibility is to express an opinion on these standalone
financial statements based on our audit. We have taken into account the
provisions of the Act, the accounting and auditing standards and
matters which are required to be included in the audit report under the
provisions of the Act and the Rules made thereunder.

We conducted our audit in accordance with the Standards on Auditing
specified under Section 143(10) of the Act. Those Standards require
that we comply with ethical requirements and plan and perform the audit
to obtain reasonable assurance about whether the financial statements
are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about
the amounts and the disclosures in the financial statements. The
procedures selected depend on the auditor''s judgment, including the
assessment of the risks of material misstatement of the financial
statements, whether due to fraud or error. In making those risk
assessments, the auditor considers internal financial control relevant
to the Company''s preparation of the financial statements that give a
true and fair view in order to design audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing
an opinion on whether the Company has in place an adequate internal
financial controls system over financial reporting and the operating
effectiveness of such controls. An audit also includes evaluating the
appropriateness of the accounting policies used and the reasonableness
of the accounting estimates made by the Company''s Directors, as well as
evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and
appropriate to provide a basis for our audit opinion on the standalone
financial statements.

Opinion

In our opinion and to the best of our information and according to the
explanations given to us, the aforesaid standalone financial statements
give the information required by the Act in the manner so required and
give a true and fair view in conformity with the accounting principles
generally accepted in India, of the state of affairs of the Company as
at 31 March 2015 and its profit and its cash flows for the year ended
on that date.

Other Matter

The attached financial statements include the Company''s share of net
assets and liabilities of Rs 80.90 Crores and Rs 2.59 Crores respectively
in 1 unincorporated Joint Venture not operated by the company or its
subsidiaries, the unaudited accounts of which have been certified by
the management and relied upon by us.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2015 ("the
Order") issued by the Central Government of India in terms of
sub-section (11) of section 143 of the Act, we give in the Annexure a
statement on the matters specified in the paragraph 3 and 4 of the
Order, to the extent applicable.

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

a) we have sought and obtained all the information and explanations
which to the best of our knowledge and belief were necessary for the
purposes of our audit;

b) in our opinion proper books of account as required by law have been
kept by the Company so far as it appears from our examination of those
books;

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

d) in our opinion, the aforesaid standalone financial statements comply
with the Accounting Standards specified under Section 133 of the Act,
read with Rule 7 of the Companies (Accounts) Rules, 2014;

e) on the basis of the written representations received from the
directors as on 31 March 2015 taken on record by the Board of
Directors, none of the directors is disqualified as on 31 March 2015
from being appointed as a director in terms of Section 164 (2) of the
Act; and

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

i. the Company has disclosed the impact of pending litigations on its
financial position in its financial statements - Refer Note 37(A) to
the financial statements;

ii. The Company did not have any long-term contracts including
derivative contracts for which there were any material foreseeable
losses.

iii. There were no amounts which were required to be transferred to the
Investor Education and Protection Fund by the Company.

ANNEXURE TO THE INDEPENDENT AUDITOR''S REPORT RE: ADANI ENTERPRISES
LIMITED (Referred to in Paragraph 1 of our Report of even date)

The Annexure referred to in our Independent Auditors'' Report to the
members of the Company on the standalone financial statements for the
year ended 31 March 2015, we report that

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

(b) As explained to us, fixed assets, according to the practice of the
Company, are physically verified by the management at reasonable
intervals, in a phased verification programme, which, in our opinion,
is reasonable, looking to the size of the Company and the nature of its
business.

(ii) (a) The inventory has been physically verified during the year by
the management. In our opinion, the frequency of verification is
reasonable.

(b) The procedures of physical verification of inventories followed by
the management are reasonable and adequate in relation to the size of
the Company and the nature of its business.

(c) On the basis of our examination of the records of inventory, we are
of the opinion that the Company is maintaining proper records of
inventory. The discrepancies noticed on verification between the
physical stocks and the book records have been properly dealt with.

(iii) According to the information and explanation given to us and the
records produced to us for our verification, the Company has not
granted loans to any body corporate or other parties covered in the
register maintained under section 189 of the Companies Act, 2013 (the
Act). Accordingly the provisions of paragraph 3 (iii) (a) & (iii) (b)
of the Order are not applicable.

(iv) According to the information and explanations given to us, there
is an adequate internal control system commensurate with the size of
the Company and the nature of its business for the purchase of fixed
assets, inventories and for the sale of services. We have not observed
any major weakness in the internal control system during the course of
the audit.

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

(vi) We have broadly reviewed the cost records maintained by the
Company pursuant to the Companies (Cost Records and Audit) Rules 2014
prescribed by the Central Government under section 148(1) of the
Companies Act, 2013 in respect of the Company''s products/ services to
which the said rules are made applicable and are of the opinion that
prima facie the prescribed cost records have been made and maintained.
However, we have not made a detailed examination of the cost records
with a view to determine whether they are accurate or complete.

(vii) (a) According to the information and explanations given to us and
on the basis of our examination of the records of the Company, amounts deducted/ accrued in the books of account in respect of undisputed
statutory dues including provident fund, employees'' state insurance,
income tax, sales tax, wealth tax, service tax, duty of customs, value
added tax, cess and other material statutory dues have been regularly
deposited during the year by the Company with the appropriate author
-ities generally. As explained to us, the Company did not have any dues
on account of duty of excise.

According to the information and explanations given to us, no
undisputed amounts payable in respect of provident fund, employees''
state insurance, income tax, sales tax, wealth tax, service tax, duty
of customs, value added tax, cess and other material statutory dues
were in arrears as at 31 March 2015 for a period of more than six
months from the date they became payable.

(b) According to the information and explanations given to us, there
are no material dues of wealth tax which have not been deposited with
the appropriate authorities on account of any dispute. However,
according to information and explanations given to us, the following
dues of duty of customs, cess, income tax, sales tax/ value added tax,
service tax, duty of excise and FEMA have not been deposited by the
Company on account of disputes:

Name of Statute Nature of Forum where dispute is pending
the dues

Income Tax Act Income Tax Appellate Authority upto
Commissioner''s Level
Appellate Tribunal

High Court

Finace Act 1994 Service Tax Appellate Authority upto
Commissioner''s Level
Appellate Tribunal

Appellate Authority upto
Commissioner''s Level
Appellate Tribunal

Sales Tax Act Sales Tax High Court

Supreme Court

Excise Act Excise Duty High Court

Assessing Authority

Appellate Authority upto
Commissioner''s Level

Customs Act Customs Duty Appellate Tribunal

High Court

Jt. Secretary, Ministry of Finance

Supreme Court

Foreign Penalty Appellate Tribunal
Exchange
Management Act

Foreign Penalty Appellate Authority upto
Exchange Commissioner''s Level
Regulation Act

Rs in Corores

Name of Statutes Amount Amount Period to which
paid under the amount relates
protest

Income Tax Act 50.76 16.00 2006-07,2008- 09 to
2010- 11

2001-02, 2003- 04
46.30 22.52 to 2009-10

1.39 0.00 1988-89 & 2008-09

Finance Act 1994 0.82 0.00 2007-08 to 2009-10

34.72 18.08 2004-05 to 2011-12

Sales Tax Act 219.51 23.39 1999-2000, 2002- 03
to 2013-14

18.34 1.10 2001-02, 2004- 05 &
2008-09

1.46 0.58 2005-06, 2006- 07

11.47 1.91 2006-07 to 2010-11

Excise Act 0.61 0.15 1998-99, 1999-2000

Customs Act 259.85 151.03 1993-94, 1995- 96,
1997-98, 1999-2000 to
2006- 07, 2012- 13, 2013-14

2.65 0.00 2000-01 to 2008-09


453.77 230.94 1992-93, 1993- 94, 1997-98,
2003- 04 to 2007- 08,
2011- 12 & 2012-13

1.74 0.87 1996-97

0.84 0.00 2006-07 to 2009-10

2.28 0.00 1997-98 to 1999-2000

Foreign Exchange 4.10 0.00 2000-01
Management Act

Foreign Exchange 0.16 0.00 1997-98
Regulation Act

* Amount as per Demand orders including interest and penalty wherever
applicable.

(c) According to the information and explanations given to us the
amounts which were required to be transferred to the investor education
and protection fund in accordance with the relevant provisions of the
Companies Act, 1956 (1 of 1956) and rules there under has been
transferred to such fund within time.

(viii) The Company does not have any accumulated losses at the end of
the year. Further, the Company has not incurred cash losses during the
current financial year. However, the Company had incurred cash losses
during the previous financial year.

(ix) Based on our audit procedures and on the information and
explanations given by the management, we are of the opinion that the
Company has not defaulted in repayment of dues to any bank, financial
institution or debenture holders during the year.

(x) In respect of guarantees given by the company for loans taken by
others from banks, the terms and conditions are prima facie not
prejudicial to the interest of the Company.

(xi) To the best of our knowledge and as explained, the term loans
raised during the year have been applied for the purpose for which they
were raised.

(xii) During the course of our examination of the books and records of
the Company, carried out in accordance with the generally accepted
auditing practice in India, and according to the information and
explanation given to us, we have neither come across any instance of
fraud on or by the Company, noticed or reported during the year, nor
have we been informed of any such case by the management.

For Dharmesh Parikh & Co.,
Chartered Accountants
Firm Reg. No: 112054W

Anuj Jain
Place : Ahmedabad Partner
Date : 13th May, 2015 Membership No. 119140